UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~November 20~~January 21, ~~2025~~2026

Phoenix Energy One, LLC

(Exact name of registrant as specified in its charter)

Delaware

001-42868

83-4526672

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)


18575 Jamboree Road, Suite 830
Irvine, CA		92612
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (949) 416-5037

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Series A Cumulative Redeemable Preferred Shares

PHXE.P

NYSE American LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On ~~November~~January 2021, ~~2025~~2026, Phoenix Energy One, LLC (the “Company”) ~~and~~entered ~~Brandon~~into K.new ~~Allen~~employment ~~(“Mr. Allen”)~~agreements ~~entered~~with ~~into~~each aof ~~Transition~~Adam ~~and~~Ferrari, ~~Separation Agreement (~~the ~~“Agreement”)~~Company’s inChief ~~connection~~Executive ~~with~~Officer, ~~Mr.~~ Curtis Allen, the Company’s ~~resignation~~Chief ~~from~~Financial Officer, and Lindsey Wilson, the Company’s onChief ~~November~~Business Officer, in each case, effective January 31, ~~2025~~2026 (collectively, the “~~Separation~~New ~~Date~~Employment Agreements”), aswhich ~~previously~~supersede ~~disclosed~~ in ~~the~~their ~~Company’s~~entirety ~~Current~~the ~~Report~~prior onemployment ~~Form~~agreements ~~8-K, filed~~ with the ~~Securities~~foregoing ~~and~~executive ~~Exchange~~officers ~~Commission~~that were entered into on ~~November~~May 58, 2025. ~~Terms~~and ~~used~~effective ~~herein~~January 1, ~~but~~2025 ~~not~~(collectively, ~~defined herein shall have~~ the ~~meaning~~“Prior ~~given~~Employment ~~to such terms in the Agreement~~Agreements”).

Pursuant to the ~~Agreement,~~New ~~Mr. Allen~~Employment ~~has~~Agreements ~~agreed~~with toMessrs. beFerrari ~~engaged~~and byAllen, ~~the~~each ~~Company in a non-employee advisory capacity until the first anniversary~~ of ~~the~~Messrs. ~~Separation~~Ferrari ~~Date~~and inAllen ~~order~~continue to ~~facilitate~~be anentitled ~~orderly~~to ~~transition~~receive ofvariable ~~his~~revenue-based ~~duties~~compensation ~~and responsibilities. In consideration~~ for ~~such~~fiscal ~~transition~~year ~~services~~2026 ~~and~~tied ~~Mr. Allen’s~~to ~~execution,~~assumed ~~non-revocation,~~gross ~~and~~revenue ~~compliance~~targets ~~with~~of the ~~Agreement~~Company, ~~the~~equal ~~Company~~to ~~will~~0.9% ~~pay~~and Mr0. ~~Allen~~45% anof ~~amount~~such ~~equal~~assumed togross $1revenue,~~000~~ respectively,~~000,~~ ~~payable~~which inpercentages ~~substantially~~are ~~equal~~reduced ~~installments~~from ~~over~~those ~~the 12-month period following the Separation Date~~ in ~~accordance~~effect ~~with~~under the ~~Company’s~~Prior ~~normal~~Employment ~~payroll~~Agreements ~~schedule.~~of ~~Pursuant to the pre-existing agreements governing Mr~~1. ~~Allen’s~~1% ~~equity grants, all Class A~~ and ~~Class B~~0.55% ~~Units~~for ~~previously issued to Mr~~Messrs. ~~Allen~~ byFerrari ~~Phoenix~~and ~~Equity Holdings~~Allen, ~~LLC~~respectively. ~~were~~Payments ~~forfeited~~of ~~for~~such novariable ~~consideration~~compensation ~~upon~~will ~~his~~be ~~Separation~~made ~~Date.~~twice ~~The~~monthly ~~Agreement~~during ~~includes~~fiscal ayear ~~general~~2026 ~~release~~based ofon ~~claims~~the byassumed ~~Mr. Allen~~achievement ~~in favor~~ of the ~~Company~~revenue ~~and its affiliates and contains non-disparagement~~target, ~~confidentiality,~~with ~~and~~a ~~cooperation~~final ~~provisions,~~true ~~along~~up ~~with~~payment ~~reaffirmation~~to ofoccur ~~certain~~in ~~restrictive~~December ~~covenants under pre-existing agreements~~2026.

~~The~~Pursuant ~~foregoing~~to ~~description~~the ofNew ~~the~~Employment Agreement with Ms. Wilson, Ms. Wilson is ano ~~summary~~longer ~~and~~entitled isto ~~qualified~~receive inthe ~~its~~variable ~~entirety~~revenue-based bycompensation ~~reference~~under toher ~~the~~Prior Employment Agreement, abut ~~copy~~rather ofis ~~which~~entitled isto ~~filed~~receive asbase ~~Exhibit~~salary ~~10.1~~for tofiscal ~~this~~year ~~Current~~2026 ~~Report~~in onthe ~~Form~~amount ~~8-K~~of ~~and~~$575,000. isMs. Wilson’s ~~incorporated~~annual base salary may be changed by ~~reference~~the ~~herein~~Company from time to time upon notice to Ms. Wilson.

The New Employment Agreements were approved by the non-executive members of the board of directors of the Company in accordance with the Company’s governance policies currently in effect.

The foregoing descriptions of the New Employment Agreements are summaries and qualified in their entirety by reference to the New Employment Agreements, copies of which are filed as Exhibits 10.1, 10.2 and 10.3 to this Current Report on Form 8-K and are incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

ExhibitNo.		Exhibit Description
Exhibit No.		Exhibit Description
10.1		~~Transition~~Employee Agreement, by and ~~Separation~~between ~~Agreement~~Phoenix Energy One, ~~dated~~LLC ~~November~~and ~~20,~~Adam ~~2025~~Ferrari, ~~between~~effective ~~the~~as ~~Company~~of ~~and~~January ~~Brandon~~1, K2026. ~~Allen~~
10.2		Employee Agreement, by and between Phoenix Energy One, LLC and Curtis Allen, effective as of January 1, 2026.
10.3		Employee Agreement, by and between Phoenix Energy One, LLC and Lindsey Wilson, effective as of January 1, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: ~~November 25~~January 21, ~~2025~~2026


PHOENIX ENERGY ONE, LLC

By:		/s/ Curtis Allen
		Curtis Allen
		Chief Financial Officer

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