Phoenix Energy One, LLC – 2025 Annual Report: Key Highlights and Investor Takeaways

Introduction

Phoenix Energy One, LLC (“Phoenix” or “the Company”) has released its Annual Report (Form 10-K) for the fiscal year ended December 31, 2025. This report offers a comprehensive look at the company’s financial condition, operational status, capital market presence, and regulatory compliance. The following article breaks down the most significant elements of the report, focusing on what current and potential investors, as well as shareholders, need to know.

Key Points from the Annual Report

• Company Overview: Phoenix Energy One, LLC, headquartered in Denver, Colorado, operates in the oil and natural gas sector. It is classified under SIC code 1311 – Crude Petroleum & Natural Gas. The company was previously named Phoenix Capital Group Holdings, LLC (name changed in 2020).
• Security and Listing Information:
  • Listed security: Series A Cumulative Redeemable Preferred Shares
  • Trading symbol: PHXE.P
  • Exchange: NYSE American LLC
• Capital Structure:
  • Common Shares Outstanding: As of March 16, 2026, there are 100,000,000 common shares outstanding. All common shares are owned by Phoenix Equity Holdings, LLC, making the registrant a wholly owned subsidiary.
  • Public Securities: Only the Series A Preferred Shares are publicly traded. There is no publicly traded common equity.
• Reporting and Compliance Status:
  • Phoenix is a smaller reporting company under SEC definitions and is not an emerging growth company.
  • The company has filed all required reports under Section 13 or 15(d) of the Securities Exchange Act of 1934 in the past 12 months.
  • Phoenix is not a shell company.
  • No attestation report from its public accounting firm regarding internal control over financial reporting (as per Section 404(b) of Sarbanes-Oxley) is present, which is typical for smaller reporting companies.
  • The company has not restated financial statements or implemented incentive compensation recovery (“clawback”) actions, indicating no material financial reporting errors.
• Regulatory and Legal:
  • The company is incorporated in Delaware and operates primarily from its Denver office.
  • No documents are incorporated by reference; all material disclosures appear in this filing.

Shareholder-Relevant and Potentially Price-Sensitive Information

• All Common Shares Are Privately Held: Retail and institutional investors can only invest via the Series A Preferred Shares (PHXE.P). The entire common equity is owned by a single entity, Phoenix Equity Holdings, LLC. This ownership structure means public investors do not have voting rights via common shares and are exposed only to preferred-share risks and benefits.
• No Indication of Material Weakness or Restatement: The absence of restatements or material weaknesses in financial reporting signals operational stability and management reliability.
• Smaller Reporting Company Status: This status implies less stringent regulatory requirements and reduced disclosure compared to larger peers, which can both lower compliance costs and also reduce the granularity of information available to the market.
• Preferred Shares on NYSE American: The presence of publicly traded preferred shares provides liquidity to investors seeking income-oriented exposure to the company’s performance, but no direct participation in upside from common equity appreciation.
• No Emerging Growth Company Benefits: The company cannot use extended transition periods for new or revised accounting standards, meaning its financial reports will reflect the latest US GAAP requirements without delay.

Potential Share Price Movers

• Preferred Share Structure: The fact that only preferred shares are listed could impact market liquidity and volatility for PHXE.P, especially if investor interest shifts based on the company’s performance or sector trends.
• No Public Common Equity: With common shares entirely privately held, the market for PHXE.P is governed exclusively by the terms and performance of the preferred shares, not by the broader company’s equity performance.
• Regulatory Compliance and Stability: Full compliance with SEC reporting requirements and the absence of recent financial restatements may be viewed positively by investors, supporting confidence in management and the company’s reporting integrity.

Summary Table

Conclusion

Phoenix Energy One, LLC’s 2025 Annual Report shows a company with a stable reporting and compliance foundation, a clear capital structure, and a unique position for investors as only preferred shares are publicly traded. Investors in PHXE.P should be aware that their rights and potential returns are linked solely to the preferred share terms. No immediate red flags or restatements appear in this filing, which should be reassuring to risk-averse investors. However, the lack of public common equity and the company’s smaller reporting status may limit transparency and market-driven price discovery.

Disclaimer

This article is for informational purposes only and does not constitute investment advice. Investors should perform their own due diligence and consider their individual risk profiles before investing in any security. The information herein is derived from the company’s 2025 Annual Report and does not account for developments that may have occurred after the report’s publication.

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