As filed with the U.S. Securities and Exchange Commission on ~~October~~June 282, ~~2024~~2026.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

PHOENIX ~~CAPITAL~~ENERGY ~~GROUP HOLDINGS~~ONE, LLC

(Exact name of registrant as specified in its charter)

Delaware

1311

83-4526672

(State or other jurisdiction of

incorporation or organization)

(Primary Standard Industrial

Classification Code Number)

(I.R.S. Employer

Identification Number)

18575 Jamboree Road, Suite 830

Irvine, California 92612

(303) 749-0074

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

~~Lindsey~~Curtis ~~Wilson~~Allen

Chief ~~Operating~~Financial Officer

18575 Jamboree Road, Suite 830

Irvine, California 92612

(~~303~~949) ~~749~~416-~~0074~~5037

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With a copy to:

Christopher J. Clark, Esq.

Ross McAloon, Esq.

Latham & Watkins LLP

555 Eleventh Street, NW, Suite 1000

Washington, District of Columbia 20004-1304

(202) 637-2200

Approximate date of commencement of proposed sale to the public: From time to time after the effectiveness of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☐ 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 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the U.S. Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED ~~OCTOBER~~JUNE 282, ~~2024~~ 2026

PROSPECTUS

LOGO

PHOENIX ~~CAPITAL~~ENERGY ~~GROUP HOLDINGS~~ONE, LLC

$~~750~~100,000,000 ~~Senior~~Phoenix ~~Subordinated~~Flex ~~Notes~~Junior Secured NotesTM

Senior Subordinated Junior Lien Notes

Comprising

$140,000,000 9.0% Three-Year Cash Interest Notes		$110,000,000 9.0% Three-Year Compound Interest Notes
$8,000,000 6.00% Three-Month Puttable Cash Interest Notes		$12,000,000 6.00% Three-Month Puttable Compound Interest Notes
$40,000,000 10.0% Five-Year Cash Interest Notes		$40,000,000 10.0% Five-Year Compound Interest Notes
$8,000,000 6.25% Six-Month Puttable Cash Interest Notes		$12,000,000 6.25% Six-Month Puttable Compound Interest Notes
$30,000,000 11.0% Seven-Year Cash Interest Notes		$30,000,000 11.0% Seven-Year Compound Interest Notes
$5,000,000 6.50% Nine-Month Puttable Cash Interest Notes		$5,000,000 6.50% Nine-Month Puttable Compound Interest Notes
$170,000,000 12.0% Eleven-Year Cash Interest Notes		$190,000,000 12.0% Eleven-Year Compound Interest Notes
$15,000,000 6.75% Twelve-Month Puttable Cash Interest Notes		$15,000,000 6.75% Twelve-Month Puttable Compound Interest Notes
$10,000,000 7.00% Eighteen-Month Puttable Cash Interest Notes		$10,000,000 7.00% Eighteen-Month Puttable Compound Interest Notes

This is the initial public offering of our Senior Subordinated Junior Lien Notes, marketed and sold as “Phoenix Flex Junior Secured NotesTM” (the “Notes”). We are offering up to $~~750~~100,000,000 in aggregate principal amount of Notes on a continuous basis.

We will offer the Notes with a scheduled ~~maturities~~maturity of ~~three,~~ten ~~five, seven, and/or eleven~~ years from the date of initial issuance of such Notes. We will issue Notes with specific Set Put Intervals (as defined below) and interest payment methods in the amounts set forth in this prospectus. Interest will accrue on the Notes at the rates set forth in this prospectus for each ~~maturity~~Set Put Interval and interest payment method, which range from 96.00% per annum to 127.00% per annum. Interest will be payable on the Notes either in cash, monthly in arrears on the tenth day of each month or, if such day is not a ~~business~~Business ~~day,~~Day ~~the~~(as ~~following~~defined ~~business day~~below), ~~either~~the immediately inpreceding ~~cash~~Business Day (such Notes, “Cash Interest Notes”), or by ~~adding~~ compounding such interest todaily ~~the~~from ~~then-outstanding~~and ~~principal~~including ~~amount~~the date of ~~the~~initial ~~Notes~~issuance (such Notes, “Compound Interest Notes”). WeWhen ~~will~~you ~~issue~~purchase Notes, ~~with~~you ~~specific~~will ~~maturities,~~select an available interest payment ~~methods,~~method and related interest ~~rates~~rate, as well as an available interval in ~~the~~which ~~amounts~~you ~~set forth~~may request redemption, as described in ~~this~~“Description ~~prospectus~~of Notes—Mandatory Redemption; Repurchase at the Option of the Holders.” ~~When~~Such ~~you~~intervals ~~purchase~~will ~~Notes~~span three, ~~you~~six, ~~will~~nine, ~~select~~twelve, anor ~~available~~eighteen ~~maturity~~months (each, ~~interest~~a ~~payment~~“Set ~~method~~Put Interval,” and ~~related~~the ~~interest~~last ~~rate~~day of each Set Put Interval being a “Set Put Date”). See “Prospectus Summary—The Offering.”

The Notes will be our ~~unsecured~~ senior subordinated obligations and will not be guaranteed by any of our subsidiaries or affiliates. The Notes will ~~rank~~be secured ~~senior~~on ina ~~right~~junior ofbasis, ~~payment~~equally toand ratably with all of our ~~existing~~parity ~~and~~lien ~~future~~ indebtedness, ~~and~~by ~~other~~mortgages ~~obligations~~on ~~that~~certain ~~are~~of ~~expressly~~our ~~subordinated~~properties, inas ~~right~~determined ofby ~~payment~~the toIssuer ~~the~~in ~~Notes;~~its ~~pari~~sole ~~passu~~discretion, inwhich ~~right~~mortgages ofwill ~~payment~~be ~~with~~junior ~~all~~to ofthe ~~our~~security ~~existing~~interest ~~and~~under ~~future~~the ~~indebtedness~~Fortress ~~that~~Credit isAgreement ~~not~~(as sodefined ~~subordinated;~~herein) ~~effectively~~and ~~junior to~~ any ofother ~~our~~senior-priority secured indebtedness ~~and~~(such ~~other~~mortgages, ~~secured~~together ~~obligations~~with toany ~~the~~other ~~extent of the~~ assets ~~securing~~we ~~such~~elect ~~indebtedness~~to orprovide ~~other~~as ~~secured~~collateral, ~~obligations;~~the ~~contractually~~“Collateral”), ~~subordinated~~subject to ~~any~~certain ~~indebtedness~~limitations ~~that~~and weexceptions ~~expressly~~and ~~agree~~Permitted isLiens ~~senior~~(as todefined herein). The indenture governing the Notes; ~~and~~will ~~effectively~~provide ~~junior~~that towe ~~any~~may ~~liabilities~~automatically ~~(including~~and ~~trade~~unconditionally ~~payables)~~add ofor ~~our~~release ~~subsidiaries.~~Collateral Asat ofour ~~August 31~~discretion, ~~2024,~~without wethe ~~had~~consent ~~approximately $325.2 million~~ of ~~indebtedness~~or ~~that~~notice ~~will~~to the ~~rank~~trustee ~~contractually~~or ~~senior~~collateral toagent under the ~~Notes.~~indenture ~~See~~or ~~“Risk~~the ~~Factors—Risks~~holders ~~Related~~of to the Notes, ~~and~~subject ~~this Offering—Your right~~ to ~~receive~~compliance ~~payment~~with ~~under~~ the ~~Notes~~Loan-to-Value isRatio ~~contractually~~(as ~~subordinated~~defined toherein). ~~Senior~~See ~~Debt,”~~ “Risk Factors—Risks Related to the ~~Notes and this Offering~~Collateral—The ~~Notes~~value ~~are~~of the ~~Issuer’s~~Collateral ~~obligations~~securing ~~alone,~~the ~~and~~Notes ~~will~~may not be ~~structurally~~sufficient ~~subordinated~~ to ~~all~~satisfy our obligations ofunder the ~~Issuer’s~~Notes,” ~~existing~~“Risk ~~and~~Factors—Risks ~~future~~Related ~~subsidiaries,”~~to the ~~and~~Collateral—We ~~“Description~~will ofhave ~~Notes—Ranking.”~~control

over the Collateral, and the sale or disposition of particular assets could reduce the pool of assets securing the Notes,” and “Description of Notes—Security.”

The Notes will rank contractually senior in right of payment to all of our indebtedness and other obligations that are expressly subordinated in right of payment to the Notes; effectively senior to any of our unsecured indebtedness and other obligations and indebtedness secured by liens junior to the liens securing the Notes, in each case, to the extent of the value of the Collateral; without giving effect to collateral arrangements, pari passu in right of payment with all of our senior indebtedness (other than Senior Debt (as defined below)); effectively equal to all of our senior indebtedness secured by the Collateral on the same priority basis as the Notes (other than Senior Debt); contractually subordinated to any Senior Debt; effectively junior to any of our secured indebtedness and other obligations that are secured by assets that do not constitute Collateral to the extent of the value of the assets securing such indebtedness or other obligations; and effectively junior to any liabilities (including trade payables) or preferred equity of our subsidiaries. As of March 31, 2026, after giving effect to the sale of the Notes offered hereby (but not the use of proceeds therefrom, including to repay other indebtedness), we would have had approximately $1,802.3 million of indebtedness outstanding, including $812.3 million that will rank contractually senior to the Notes, of which $525.0 million constitutes senior priority secured indebtedness under the Fortress Credit Agreement, $132.0 million that will rank contractually pari passu with the Notes, without giving effect to collateral arrangements, and $758.0 million that will be contractually subordinated to the Notes. In addition, as of March 31, 2026, we had approximately $67.6 million in liquidation preference of Series A Preferred Shares (as defined below) outstanding. See “Risk Factors—Risks Related to the Notes and this Offering—Your right to receive payment under the Notes is contractually subordinated to Senior Debt,” “Risk Factors—Risks Related to the Notes and this Offering—The Notes are the Issuer’s obligations alone and will be structurally subordinated to all obligations of the Issuer’s existing and future subsidiaries,” and “Description of Notes—Ranking.”

We recorded net income (loss) of $(140.1) million and $5.6 million for the three months ended March 31, 2026 and 2025, respectively, and net income (loss) of $66.1 million, $(24.8) million, and $(16.2) million for the years ended December 31, 2025, 2024, and 2023, respectively. Through 2025, we incurred a significant amount of debt in order to accelerate the growth of our business by acquiring additional assets and establishing our direct drilling operations. As a result, our cash flows from operations alone would not have been sufficient to service required cash interest and principal payment obligations under our then-existing debt and cash distributions on our preferred equity in 2025. Furthermore, as of December 31, 2025, we estimate that we will need to make approximately $1,064.1 million and $2,167.3 million in capital expenditures to develop all our proved and probable undeveloped reserves, respectively, and that we will need to raise approximately $669.8 million in additional capital through the end of 2028 to fund such development. Although we expect our cash flows from operations to be sufficient to service cash interest and principal payment obligations under our debt arrangements and cash distributions on our preferred equity for the foreseeable future, our current development plan contemplates capital expenditures in excess of operating cash flow in certain periods. Accordingly, we intend to fund a portion of our growth capital through a combination of operating cash flow, available borrowing capacity, and capital markets transactions, consistent with our historical practice. We regularly evaluate our capital structure and liquidity profile to maintain appropriate financial flexibility while executing our development plan. We may from time to time refinance, extend, or restructure portions of our indebtedness through capital markets transactions or private financing arrangements in order to optimize maturities and cost of capital. See the section of this prospectus entitled “Risk Factors—Risks Related to the Notes and this Offering—We may invest or spend the proceeds of this offering in ways with which you may not agree,” as well as the sections entitled “Risk Factors—Risks Related to Our Business and Operations—The acquisition and development of our properties, directly or through our third-party E&P operators, will require substantial capital, and we and our third-party E&P operators may be unable to obtain needed capital or financing on satisfactory terms or at all, including as a result of increases in the cost of capital resulting from Federal Reserve policies regarding interest rates and otherwise,” “Risk Factors—Risks Related to Our Indebtedness—Despite our current level of indebtedness, we will still be able to incur substantially more debt. This could further exacerbate the risks to our financial condition described above,” “Risk Factors—Risks Related to Our Indebtedness—We may not be able to generate sufficient cash to service all of our existing and future indebtedness, including the Registered Notes, and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful,” and

“Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2026, each of which is incorporated by reference herein.

We may redeem any Note, in whole or in part, at any time, at a redemption price equal to the then-outstanding principal amount thereof, plus accrued and unpaid interest, to, but excluding, the date of redemption. We may also purchase Notes, in whole or in part, at any time, through open-market or privately negotiated transactions with noteholders or pursuant to one or more tender or exchange offers or otherwise, upon such terms and at such prices, as well as with such consideration, as we may determine.

Subject to the provisions described in “Description of Notes—Subordination,” from the initial issuance of such Notes until the Set Put Date immediately preceding maturity of such Notes, a holder may require us to redeem all or a portion of such holder’s Notes (subject to minimum denominations) on the Wednesday on or immediately preceding the applicable Set Put Date for such Notes, beginning with the first Set Put Date for the applicable Set Put Interval following the initial issuance of such Notes, at a price equal to 100% of the aggregate principal amount of such Notes, plus (i) with respect to Compound Interest Notes, accrued and unpaid interest thereon to, but excluding, such repayment date, or (ii) with respect to Cash Interest Notes, the amount of interest that would have accrued on such Notes from, and including, the most recent interest payment date to, but excluding, the applicable Set Put Date. A request for redemption on a Set Put Date must be given at least 30 calendar days but no more than 45 calendar days prior to the next succeeding Set Put Date. If we do not receive notice from a holder by such date, we will be under no obligation to redeem such holder’s Notes on the next succeeding Set Put Date and the Notes will remain outstanding. Furthermore, subject to the provisions described in “Description of Notes—Subordination,” a holder may require us, at any time and from time to time prior to maturity, to redeem its Notes at a price equal to 95% of the aggregate principal amount of such Notes plus accrued and unpaid interest to, but excluding, the date of redemption, subject to certain exceptions and to an annual cap on all such redemptions of 10% of the aggregate principal amount of all Notes issued and ~~then~~ outstanding as of the first day of the calendar quarter in which such request is made (the “10% Limit”). The principal amount of any Notes requested for redemption by, and redeemed from, our directors, our executive officers, or their respective family members during any calendar year will not be included in calculating the 10% Limit with respect to any other holders for such calendar year; however, such redemptions will be included in calculating the 10% Limit with respect to our directors, our executive officers, and their respective family members. Noteholders will not otherwise have the right to require us to redeem any Notes. If we are prohibited by law or contract (including the terms of our indebtedness) from redeeming Notes, or the 10% Limit limits a holder’s ability to have its Notes redeemed, the holder may have to hold its Notes to maturity. Our ability to redeem Notes may also be limited by our then-existing financial resources. We cannot assure you that sufficient funds will be available when necessary to make any required purchases. See “Risk Factors—Risks Related to the Notes and this Offering—Holders of Notes will have a limited right to require us to redeem their Notes, and we may not be able to repurchase such Notes when requested” and “Description of Notes—Mandatory Redemption; Repurchase at the Option of the Holders.”

The Notes will be issued only in registered form in minimum denominations of $1,000, and the initial minimum investment amount per holder will be $51,000 (the “Minimum Purchase Amount”). From time to time, we may, however, accept investments of less than the Minimum Purchase Amount or increase or decrease the Minimum Purchase Amount. There is no aggregate minimum purchase amount of Notes we are seeking to offer. We have the right to reject any investment, in whole or in part, for any reason.

The Notes will be a new issue of securities for which there is currently no established public trading market or trading platform for the Notes. The Notes will not be listed on any securities exchange or automated quotation system. Notes will be transferable by a holder only with our prior written consent, which we may provide at our sole discretion and determine on an ad hoc basis. Accordingly, there can be no assurance as to the development of a trading platform, or the development or liquidity of any market, for the Notes, or that you will be able to transfer your Notes. Therefore, you must be prepared to hold your Notes to maturity. See “Risk Factors—Risks Related to the Notes and this Offering—Notes may only be transferred with our consent. There is no established

We are a wholly owned subsidiary of Phoenix Equity Holdings, LLC, a Delaware limited liability company (“Phoenix Holdco”). Lion of Judah Capital, LLC, a Delaware limited liability company (“LJC”), controls Phoenix Holdco and, therefore, indirectly has control over our management. Furthermore, Adam Ferrari, our Chief Executive Officer is the manager of Phoenix Holdco. Daniel Ferrari and Charlene Ferrari each own 50% of the voting membership interests in, and are the managers of, LJC. Adam Ferrari, our Chief Executive Officer and the son of Daniel and Charlene Ferrari, owns 100% of the economic interests in LJC, but has no voting or managerial interest in LJC.

We are offering the Notes directly, without an underwriter or placement agent, and on a continuous basis. We have not made any arrangement to place any of the proceeds from this offering in an escrow, trust, or similar account. The Notes will be offered to prospective investors on a commercially reasonable efforts basis by Dalmore Group, LLC (“Dalmore Group” or, in its capacity as our broker/dealer of record, the “Managing Broker-Dealer”), a New York limited liability company and a member of the Financial Industry Regulatory Authority, Inc. (“FINRA”). “Commercially reasonable efforts” means that our broker/dealer of record is not obligated to purchase any specific number or dollar amount of Notes, but will use commercially reasonable efforts to sell the Notes. We reserve the right to engage additional broker-dealers who are members of FINRA (“selling group members”) to assist in the sale of the Notes.

	Per Note			Total
Public offering price		100.000	%	$	750,000,000
Underwriting discounts(1)		—	%	$	—
Proceeds, before expenses, to us		100.000	%	$	750,000,000

trading market for the Notes and an active trading market for the Notes is not expected to develop” and “Description of Notes—Transfer.”

~~(1)~~Phoenix WeEquity ~~have~~Holdings, ~~engaged~~LLC, ~~Dalmore~~a ~~Group~~Delaware tolimited ~~perform~~liability ~~administrative~~company ~~and~~(“Phoenix ~~compliance-related~~Equity”) ~~functions~~owns in100% ~~connection~~of ~~with~~our ~~this~~common ~~offering~~equity interests and, ~~but~~as ~~not~~a ~~for~~result, ~~underwriting~~other orthan ~~placement~~under ~~agent~~the ~~services.~~limited ~~The~~circumstances ~~fee~~described ~~for~~in ~~such~~our ~~functions~~Third ~~ranges~~Amended ~~from~~and ~~0.55%~~Restated toLimited ~~0.75%~~Liability ofCompany Agreement (the ~~gross~~“Third ~~proceeds~~ARLLCA”) ofin ~~the~~which ~~offering,~~holders ~~depending~~of on the ~~amount~~Series ~~sold~~A ~~and~~Preferred ~~other~~Shares have ~~factors~~specific ~~(the~~designation ~~“Broker-Dealer~~rights, ~~Fee”).~~has Inthe ~~addition~~right to ~~the~~appoint ~~Broker-Dealer~~all ~~Fee,~~members weto ~~will~~our ~~pay~~board toof ~~Dalmore~~directors. ~~Group~~Lion ~~certain~~of ~~sales~~Judah ~~commissions~~Capital, ~~ranging~~LLC, ~~from~~a ~~0.50%~~Delaware tolimited ~~1.00%,~~liability ~~which~~company ~~sales~~(“LJC”), ~~commissions~~controls ~~will~~Phoenix beEquity ~~passed~~and, ontherefore, toindirectly has ~~certain~~control ofover our ~~personnel~~management. ~~who~~Daniel ~~are~~Ferrari ~~licensed~~and ~~registered~~Charlene ~~representatives~~Ferrari ofeach ~~Dalmore~~own ~~Group.~~50% ~~Sales~~of ~~commissions~~the ~~increase~~voting ~~based~~membership oninterests ~~the~~in, ~~maturity~~and ofare the ~~Notes~~managers ~~sold~~of, (iLJC.~~e.,~~ ~~sales~~Adam ofFerrari, ~~Notes~~our ~~with~~Chief aExecutive ~~three-year~~Officer ~~maturity~~and ~~result~~the inson aof ~~0.50%~~Daniel ~~sales~~and ~~commission~~Charlene Ferrari, ~~and~~owns ~~sales~~100% of the ~~Notes~~economic ~~with~~interests anin ~~11-year~~LJC, ~~maturity~~but ~~result~~has inno avoting ~~1.00%~~or ~~sales~~managerial ~~commission)~~interest in LJC. ~~See~~Adam ~~“Use~~Ferrari ofis ~~Proceeds”~~also ~~and~~the ~~“Plan~~manager of ~~Distribution”~~Phoenix ~~for more information~~Equity.

We are offering the Notes directly, without an underwriter or placement agent, and on a continuous basis. We have not made any arrangement to place any of the proceeds from this offering in an escrow, trust, or similar account. The Notes will be offered to prospective investors on a commercially reasonable efforts basis by Crescent Securities Group, Inc. (“Crescent” or, in its capacity as our broker/dealer of record, the “Managing Broker-Dealer”), a Texas corporation and a member of the Financial Industry Regulatory Authority, Inc. (“FINRA”). “Commercially reasonable efforts” means that our broker/dealer of record is not obligated to purchase any specific number or dollar amount of Notes, but will use commercially reasonable efforts to sell the Notes. We reserve the right to engage additional broker-dealers who are members of FINRA (“selling group members”) to assist in the sale of the Notes.


	Per Note			Total
Public offering price		100.000	%	$	100,000,000
Underwriting discounts⁽¹⁾		—	%	$	—
Proceeds, before expenses, to us		100.000	%	$	100,000,000

(1)

We have engaged Crescent to perform administrative and compliance-related functions in connection with this offering, but not for underwriting or placement agent services. The fee for such functions is 0.20% (with respect to Notes with a Set Put Interval of three months) or 0.40% (with respect to all other Notes) of the gross proceeds of the offering (the “Broker-Dealer Fee”), which fee could total $360,000 if all Notes offered hereby are issued and sold. In addition to the Broker-Dealer Fee, we will pay to Crescent certain sales commissions ranging from 0.25% to 0.60%, all of which sales commissions will be passed on to certain of our non-executive personnel who are licensed registered representatives of the selling group members and which fees could total $445,000 if all Notes offered hereby are issued and sold. Sales commissions increase based on the set put interval of the Notes sold (i.e., sales of Notes with a Set Put Interval of three months result in a 0.25% sales commission, and sales of Notes with a Set Put Interval of 18 months result in a 0.60% sales commission). See “Use of Proceeds” and “Plan of Distribution” for more information.

We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read this entire prospectus and any amendments or supplements carefully before you make an investment decision.

WeInvestors ~~are~~will ~~an “emerging~~be ~~growth~~required ~~company”~~to ~~under~~satisfy the ~~federal~~suitability ~~securities~~requirements ~~laws~~described ~~and~~in ~~will~~this beprospectus ~~subject~~in order to ~~reduced~~purchase ~~disclosure~~Notes. The method for submitting subscriptions and ~~public~~a ~~company~~more ~~reporting~~detailed ~~requirements.~~description ~~See~~of the offering process are included in “~~Prospectus~~Plan ~~Summary~~of Distribution—~~Implications~~Financial ofSuitability ~~Being~~Requirements” anbeginning ~~Emerging~~on ~~Growth Company~~page 85 of this prospectus.”

~~Investors~~Investing ~~will~~in bethe ~~required~~Notes toinvolves ~~satisfy~~a ~~the~~high ~~suitability~~degree ~~requirements~~of ~~described~~risk inand ~~this~~should ~~prospectus~~only inbe ~~order~~considered ~~to purchase~~by ~~Notes.~~those ~~The~~who ~~method~~can ~~for~~afford ~~submitting~~to ~~subscriptions~~lose ~~and~~their aentire investment. ~~more~~Before ~~detailed~~you ~~description~~invest ofin ~~the~~Notes, ~~offering~~you ~~process~~should ~~are~~carefully ~~included~~read inthe ~~“Plan~~section ofentitled ~~Distribution—Financial~~“Risk ~~Suitability Requirements~~Factors” beginning on page ~~136~~28 of this prospectus.

InvestingTable in the Notes involves a high degree of risk, and should only be considered by those who can afford to lose their entire investment. Before you invest in Notes, you should carefully read the section entitled “Risk Factors” beginning on page 19 of this prospectus. Contents

Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The Notes are not certificates of deposit or similar obligations guaranteed by any depository institution and are not insured by the Federal Deposit Insurance Corporation or any governmental or private insurance fund, or any other entity. We do not contribute funds to a separate account such as a sinking fund to repay the Notes upon maturity.

The date of this prospectus is , ~~2024~~2026.

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS			ii
PROSPECTUS SUMMARY			1
RISK FACTORS			1928
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS			4843
USE OF PROCEEDS			4945
CAPITALIZATION			5047
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			52
DESCRIPTION OF NOTES			50
BUSINESS			79
CERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS			78
MANAGEMENT			101
ERISA CONSIDERATIONS			84
EXECUTIVE COMPENSATION			103
PLAN OF DISTRIBUTION			86
CERTAIN RELATIONSHIPS AND RELATED-PARTY TRANSACTIONS			106
LEGAL MATTERS			91
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			109
EXPERTS			91
DESCRIPTION OF NOTES			110
WHERE YOU CAN FIND ADDITIONAL INFORMATION			91
CERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS			126
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE			92
ERISA CONSIDERATIONS			132
PLAN OF DISTRIBUTION			134
LEGAL MATTERS			140
EXPERTS			140
CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT			140
WHERE YOU CAN FIND ADDITIONAL INFORMATION			140
INDEX TO FINANCIAL STATEMENTS			F-1

~~Through~~You ~~and~~should ~~including ,~~read ~~2025~~this ~~(the~~prospectus ~~90th~~and ~~day~~any ~~after~~information ~~the~~incorporated ~~date~~by ofreference ~~this~~herein ~~prospectus),~~carefully ~~all~~before ~~dealers~~you ~~effecting~~invest ~~transactions~~ in ~~these~~the ~~securities,~~Notes. ~~whether~~This orprospectus ~~not~~and ~~participating~~the inexhibits ~~this~~to ~~offering,~~the ~~may~~registration bestatement ~~required~~ to ~~deliver~~which athis prospectus relates contain the terms of the Notes we are offering. ~~This~~It is inimportant ~~addition~~for you to aread ~~dealer’s~~and ~~obligation~~consider toall ~~deliver~~of athe information contained in or incorporated by reference into this prospectus ~~when~~before ~~acting~~making asyour aninvestment ~~underwriter~~decision. ~~and~~All ~~with respect~~references in this prospectus to aninformation ~~unsold~~“contained ~~allotment~~in” this prospectus or ~~subscription~~similar terms include all information incorporated by reference into this prospectus.

You should read this prospectus carefully before you invest in the Notes. This prospectus and the exhibits to the registration statement to which this prospectus relates contain the terms of the Notes we are offering. It is important for you to read and consider all of the information contained in this prospectus before making your investment decision.

You should rely only on the information contained in this prospectus, any amendment or supplement to this prospectus, or any free writing prospectus we may authorize to be delivered or made available to you. Neither we nor any selling group member has authorized anyone to provide you with information or to make any representations other than those contained in this prospectus, any amendment or supplement to this prospectus, or any free writing prospectuses we may authorize to be delivered or made available to you. Neither we nor any selling group member take any responsibility for, and provide no assurance as to the reliability of, any other information that others may give you. This prospectus, any amendment or supplement to this prospectus, or any applicable free writing prospectus is an offer to sell only the Notes offered hereby or thereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus, any amendment or supplement to this prospectus, or any applicable free writing prospectus is current only as of its date, regardless of the time of its delivery or of any sale of Notes. Our business, financial condition, results of operations, and prospects may have changed since such date.

Neither we nor any selling group member have undertaken any efforts to qualify this offering for offers to investors in any jurisdiction outside the United States. Investors must have a U.S. mailing address (other than a P.O. Box) and a U.S. social security number and/or a U.S. tax identification number to be eligible to participate in this offering. See “Plan of Distribution.”

ABOUT THIS PROSPECTUS

The offering described in this prospectus is a continuous offering pursuant to Rule 415 under the U.S. Securities Act of 1933, as amended (the “Securities Act”). We intend to close sales of Notes on a weekly basis as described in the section of this prospectus entitled “Plan of Distribution—Offering Process.” From time to time, we may prepare prospectus supplements to update this prospectus for various purposes, such as to disclose changes to the terms of the offering of the Notes, provide quarterly updates of financial and other information included in this prospectus, and disclose other material developments. These prospectus supplements will be filed with the SEC pursuant to Rule 424(b) promulgated under the Securities Act and will be posted on our website. When required by SEC rules, such as when there is a “fundamental change” in the offering or the information contained in this prospectus, or when an annual update of financial information is required by the Securities Act or SEC rules, we will file post-effective amendments to the registration statement of which this prospectus forms a part, which will include either a prospectus supplement or an entirely new prospectus to replace this prospectus. We currently anticipate that post-effective amendments will be required, among other times, when there are changes to the material terms of the Notes.

~~The Notes are not available for offer and sale to residents of every state. Our website indicates the states where residents may purchase Notes.~~ We will post on our website any special suitability standards or other conditions applicable to purchases of Notes ~~in certain states~~ that are not otherwise set forth in this prospectus as amended or supplemented from time to time.

CERTAIN DEFINED TERMS

As used in this prospectus, unless otherwise noted or the context otherwise requires (and except as otherwise defined in “Description of Notes” for purposes of that section only), references to:

• “~~Adamantium~~2025 Annual Report” means ~~Adamantium~~the ~~Capital,~~Company’s ~~LLC,~~Annual aReport ~~Delaware~~on ~~limited~~Form ~~liability~~10-K ~~company~~for ~~and~~the afiscal ~~direct~~year ended December 31, ~~wholly~~2025, ~~owned~~which ~~subsidiary~~is ofincorporated ~~the~~by ~~Issuer~~reference herein.

• “Adamantium ~~Bonds~~” means ~~unsecured bonds offered and sold by~~ Adamantium ~~pursuant~~Capital toLLC, ana ~~offering~~Delaware ~~under~~limited ~~Rule~~liability ~~506(c)~~company ofand ~~Regulation~~a ~~D under the Securities Act~~direct, ~~the~~wholly ~~proceeds~~owned subsidiary of ~~which are loaned to~~ the Issuer ~~under the Adamantium Loan Agreement (as defined below) as further described in “Prospectus Summary—The Offering—Ranking” and “Description of Notes—Ranking~~.”

•

“Adamantium Bonds” means unsecured bonds offered and sold by Adamantium pursuant to an offering under Rule 506(c) of Regulation D under the Securities Act, the proceeds of which are loaned to the Issuer under the Adamantium Loan Agreement (as defined below), as further described in “Prospectus Summary—The Offering—Ranking” and “Description of Notes—Ranking.”

•

“Adamantium Debt” means, collectively, indebtedness outstanding under the Adamantium Bonds, Adamantium Loan Agreement, and Adamantium Secured Note.

•

“Adamantium Loan Agreement” means that certain Loan Agreement, dated as of September 14, 2023, by and among the Issuer and PhoenixOp, as borrowers, and Adamantium, as lender, as the same may be amended and supplemented from time to time.

• “~~ANB~~Adamantium Secured Note” means ~~Amarillo~~that ~~National~~certain ~~Bank~~Secured Subordinated Promissory Note, adated ~~national~~as ~~banking~~of ~~association~~November 1, 2024, by and between Adamantium and the noteholder named therein, as the same may be amended and supplemented from time to time.

• “~~ANB~~Adamantium ~~Credit Agreement~~Securities” means ~~that certain Commercial Credit Agreement~~, ~~dated as of July 24~~collectively, ~~2023,~~indebtedness byoutstanding ~~and~~under ~~among~~ the ~~Issuer~~Adamantium ~~and~~Bonds ~~PhoenixOp, as borrowers,~~ and ~~ANB,~~Adamantium asSecured ~~agent, as the same may be amended and supplemented from time to time~~Note.

•

“Bbl” means one stock tank barrel, of 42 U.S. gallons liquid volume, used in this prospectus in reference to crude oil or other liquid hydrocarbons.

•

“Boe” means barrel of oil equivalent.

•

“Btu” means British thermal unit, which is the heat required to raise the temperature of one pound of liquid water by one degree Fahrenheit.

• “~~Dalmore Group~~Crescent” means ~~Dalmore~~Crescent Securities Group, ~~LLC~~Inc., a ~~New~~Texas ~~York~~corporation ~~limited liability company~~ and a member of FINRA.

•

“Collateral Agent” means Odyssey Transfer and Trust Company, in its capacity as collateral agent under the Indenture, acting on behalf of the noteholders.

•

“E&P” means exploration and production.

•

“Exchange Notes” means unsecured bonds issued by the Issuer to holders of the Reg A Bonds in exchange for their Reg A Bonds in offerings exempt from registration under Section 3(a)(9) and/or 4(a)(2) of the Securities Act, as further described in “Prospectus Summary—The Offering—Ranking” and “Description of Notes—Ranking.”

•

“Firebird Marketing” means Firebird Marketing, LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of the Issuer.

•

“Firebird Services” means Firebird Services, LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of PhoenixOp.

•

“First Lien Collateral Agent” means the first lien collateral agent from time to time under the First Lien Intercreditor Agreement, which as of the date hereof is Fortress.

•

“First Lien Intercreditor Agreement” means that certain first lien intercreditor agreement described in the Intercreditor Agreement, under which, as of the date hereof, the Fortress Credit Agreement and certain

iii

swap contracts are secured on a senior basis and under which, in the future, other obligations may become secured on a senior basis, as the same may be amended or supplemented from time to time.

•

“Fortress” means Fortress Credit Corp., a Delaware corporation.

•

“Fortress Credit Agreement” means that certain Amended and Restated Senior Secured Credit Agreement, dated as of August 12, 2024, by and among the Issuer, PhoenixOp, as borrower, each of the lenders from time to time party thereto, and Fortress, as administrative agent for the lenders, as the same may be amended or supplemented from time to time.

ii• “Indenture” means that certain indenture, dated on or around the date of this prospectus, by and among the Issuer, the Trustee, and the Collateral Agent, as the same may be amended or supplemented from time to time.

~~Table~~• “Intercreditor Agreement” means that certain Junior Lien Intercreditor Agreement, dated on or around the date of ~~Contents~~this prospectus, by and among the Trustee, the Collateral Agent, the First Lien Collateral Agent, the Issuer, PhoenixOp, the other obligors under the Fortress Credit Agreement, and the other parties from time to time party thereto, as the same may be amended or supplemented from time to time.

• “~~Indenture~~Issuer” means ~~that~~Phoenix ~~certain~~Energy ~~indenture~~One, ~~dated on or around the date of this prospectus~~LLC, bya ~~and~~Delaware ~~between~~limited ~~the~~liability ~~Issuer and UMB Bank, N~~company.~~A., as trustee.~~

• “~~Issuer~~LJC” means ~~Phoenix~~Lion ~~Capital~~of ~~Group~~Judah ~~Holdings~~Capital, LLC, a Delaware limited liability company and the holder of a majority of the voting membership interests in Phoenix Equity.

• “LJC” means Lion of Judah Capital, LLC, a Delaware limited liability company and the holder of a majority of the voting membership interests in Phoenix Holdco.

•

“Mcf” means one thousand cubic feet.

•

“MMBtu” means one million Btus.

•

“NGL” means natural gas liquids.

•

“NMAs” means net mineral acres.

•

“NRAs” means net royalty acres.

• “~~PCGH~~Phoenix ~~Reg~~Equity” ~~D/Reg~~means APhoenix ~~Bonds”~~Equity ~~means~~Holdings, ~~collectively~~LLC, ~~the~~a ~~Reg~~Delaware Dlimited ~~Bonds~~liability company and the ~~Reg~~holder Aof ~~Bonds~~100% of the common equity interests of the Issuer.

• “Phoenix Holdco” means Phoenix Equity Holdings, LLC, a Delaware limited liability company and the sole member of the Issuer.

•

“PhoenixOp” means Phoenix Operating LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of the Issuer.

• “~~Reg~~Q1 AQuarterly ~~Bonds~~Report” means ~~unsecured bonds offered and sold to date by~~ the ~~Issuer~~Company’s ~~pursuant~~Quarterly toReport anon ~~offering~~Form ~~under~~10-Q ~~Regulation~~for ~~A under~~ the ~~Securities~~fiscal ~~Act~~quarter asended ~~further~~March ~~described~~31, in2026, ~~“Prospectus~~which ~~Summary—The~~is ~~Offering—Ranking”~~incorporated ~~and~~by ~~“Description~~reference ~~of Notes—Ranking~~herein.”

• “Reg DA Bonds” means unsecured bonds offered and sold ~~to date~~ by the Issuer pursuant to ~~offerings~~an offering under ~~Rule 506(b) or (c), as applicable, of~~ Regulation DA under the Securities Act, as further described in “Prospectus Summary—The Offering—Ranking” and “Description of Notes—Ranking.”

• “~~Senior~~Reg ~~Debt~~D Bonds” means ~~any indebtedness that the Issuer expressly determines is senior to the Notes~~, ~~including~~collectively, ~~as of~~ the ~~date~~Senior ofReg ~~this~~D ~~prospectus, indebtedness under the Fortress Credit Agreement, the Adamantium~~ Bonds, ~~the Adamantium Loan Agreement,~~ and the ~~Senior~~Subordinated ~~PCGH~~ Reg D~~/Reg~~ A Bonds.

• “~~Senior PCGH~~ Reg D/Reg A Bonds” means, collectively, the ~~PCGH~~ Reg D~~/Reg~~ A Bonds ~~that~~and ~~are~~the ~~not Subordinated~~ Reg DA Bonds.

• “~~Senior~~Registered ~~Reg~~Unsecured ~~D Bonds~~Notes” means, ~~collectively,~~unsecured ~~the~~notes ~~July~~offered ~~2022~~and ~~506(c)~~sold ~~Bonds,~~by the ~~2020~~Issuer ~~506(b)~~on ~~Bonds,~~a ~~and~~continuous ~~the~~basis ~~2020~~pursuant ~~506~~to a registration statement on Form S-1 (c)File ~~Bonds~~No. 333-282862), ~~each~~including the related prospectus, as ~~defined~~further described in “Prospectus Summary—The Offering—Ranking” and “Description of Notes—Ranking.”

•

“Regulation A” means Regulation A promulgated under the Securities Act.

•

“Regulation D” means Regulation D promulgated under the Securities Act.

•

“Senior Debt” means any indebtedness that the Issuer expressly determines is senior to the Notes, including, as of the date of this prospectus, indebtedness under the Fortress Credit Agreement, the Adamantium Loan Agreement, swap contracts, and other present and future obligations secured under the First Lien Intercreditor Agreement.

•

“Senior Reg D Bonds” means unsecured bonds offered and sold by the Issuer pursuant to an offering under Rule 506(c) of Regulation D, as further described in “Prospectus Summary—The Offering—Ranking” and “Description of Notes—Ranking.”

•

“Senior Phoenix Bonds” means the Reg D/Reg A Bonds that are not Subordinated Reg D Bonds and the Exchange Notes.

•

“Series A Preferred Shares” means the Series A Cumulative Redeemable Preferred Shares offered and sold by the Issuer pursuant to an offering under Regulation A under the Securities Act, as further described in “Prospectus Summary—The Offering—Ranking” and “Description of Notes—Ranking.”

•

“Subordinated Reg D Bonds” means, collectively, the August 2023 506(c) Bonds and the December 2022 506(c) Bonds, each as defined in “Prospectus Summary—The Offering—Ranking” and “Description of Notes—Ranking.”

• “Trustee” means ~~UMB~~Odyssey ~~Bank,~~Transfer ~~N.A.~~and Trust Company, in its capacity as trustee under the Indenture, acting on behalf of the noteholders.

• “we,” “us,” “our,” the “Company,” “Phoenix Energy,” and similar references refer to Phoenix Energy One, LLC, formerly known as Phoenix Capital Group Holdings, LLC, and, where appropriate, its subsidiaries.

For ease of reference, we have repeated definitions for certain of these terms in other portions of the body of this prospectus. All such definitions conform to the definitions set forth above.

Certain monetary amounts, percentages, and other figures included in this prospectus have been subject to rounding adjustments. Percentage amounts included in this prospectus have not in all cases been calculated on the basis of such rounded figures, but on the basis of such amounts prior to rounding. For this reason, percentage amounts in this prospectus may vary from those obtained by performing the same calculations using the figures in our consolidated financial statements included elsewhere in this prospectus. Certain other amounts that appear in this prospectus may not sum due to rounding.

~~iii~~v

TRADEMARKS, TRADE NAMES, AND SERVICE MARKS

We own or have rights to trademarks, trade names, or service marks that we use in conjunction with the operation of our business. In addition, our name, logo, and website name and address are our service marks or trademarks. Solely for convenience, our trademarks, trade names, and service marks referred to in this prospectus appear without the ^®, ^TM, and ^SM symbols, but those references are not intended to indicate, in any way, that we will not assert, to the fullest extent permitted under applicable law, our rights or the rights of the applicable licensors to these trademarks, trade names, and service marks. This prospectus may also contain additional trademarks, trade names, and service marks of other companies. We do not intend our use or display of other companies’ trademarks, trade names, or service marks to imply, and such use or display should not be construed to imply, relationships with, or endorsement or sponsorship of us by, these other companies.

INDUSTRY DATA AND OPERATING METRICS

This prospectus contains estimates, projections, and information concerning our industry and our business. We are responsible for all of the disclosure in this prospectus, and while we believe that each of the publications, studies, and surveys used throughout this prospectus are prepared by reputable sources and are generally reliable, we have not independently verified market and industry data from third-party sources. Some data and statistical and other information are based on internal estimates and calculations that are derived from publicly available information, research we conducted, internal surveys, our management’s knowledge of our industry, and their assumptions based on such information and knowledge, which we believe to be reasonable. In each case, this information and data involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such information, estimates, or projections. Industry publications and other reports we have obtained from independent parties may state that the data contained in these publications or other reports have been obtained in good faith or from sources considered to be reliable, but they do not guarantee the accuracy or completeness of such data. In addition, projections, assumptions, and estimates of the future performance of the industry in which we operate and our future performance are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements.” These and other factors could cause our future performance to differ materially from the assumptions and estimates made by third parties and us.

Reserve engineering is a process of estimating underground accumulations of oil, natural gas, and NGL that cannot be measured in an exact way. The accuracy of any reserve estimate depends on the quality of available data, the interpretation of such data, and price and cost assumptions made by reserve engineers. In addition, the results of drilling, testing, and production activities may justify revisions of estimates that were made previously. If significant, such revisions could impact our strategy. Accordingly, reserve estimates may differ significantly from the quantities of oil, natural gas, and NGL that we expect our operators to ultimately recover.

NON-GAAP FINANCIAL MEASURES

In addition to measures determined in accordance with generally accepted accounting principles in the United States (“GAAP”), this prospectus contains non-GAAP financial measures, which either exclude or include amounts that are not excluded from or included in the most directly comparable measures calculated and presented in accordance with GAAP.

Specifically, we utilize the non-GAAP financial ~~measure~~measures “EBITDA,” “Adjusted EBITDA,” and “PV-10” in this prospectus as supplemental measures of financial performance that are not required by, or presented in accordance with, GAAP.

We calculate EBITDA by adding back to net income (loss) interest income, interest expense, depreciation, depletion, amortization, and accretion expense for the respective periods. We calculate Adjusted EBITDA by adding back to EBITDA unrealized (gains) losses on derivatives. Our management uses EBITDA and Adjusted EBITDA to understand and compare our operating results across accounting periods, for internal budgeting and forecasting purposes, and to evaluate financial performance and liquidity, in each case, without regard to financing methods, capital structure, or historical cost basis. Adjusted EBITDA is also used to understand and compare our results across accounting periods without giving effect to unsettled gains and losses on open commodity derivative contracts. Each of EBITDA and Adjusted EBITDA is presented as supplemental disclosure as we believe it provides useful information to investors and others in understanding and evaluating our results, prospects, and liquidity period over period, including as compared to results of other companies. By providing ~~this~~these non-GAAP financial ~~measure~~measures, together with a reconciliation to GAAP results, we believe we are enhancing investors’ understanding of our business and our operating performance, as well as assisting investors in evaluating how well we are executing strategic initiatives.

ivEach of EBITDA and Adjusted EBITDA has important limitations as an analytical tool because it excludes some but not all items that affect net income (loss), the most directly comparable GAAP measure. In particular, each of EBITDA and Adjusted EBITDA excludes certain material costs, such as interest expense, and certain non-cash charges, such as depreciation, depletion, amortization, and accretion expense, that have been necessary elements of our expenses. Adjusted EBITDA further excludes non-cash charges related to unsettled gains and losses on open commodity derivative contracts. Because each of EBITDA and Adjusted EBITDA does not account for these expenses and charges, its utility as a measure of our operating performance has material limitations. Other companies may not publish this or similar metrics, and our computation of EBITDA and/or Adjusted EBITDA may differ from computations of similarly titled measures of other companies. Therefore, our EBITDA and Adjusted EBITDA should be considered in addition to, and not as a substitute for, in isolation from, or superior to, our financial information prepared in accordance with GAAP, and should be read in conjunction with our consolidated financial statements and the related notes included elsewhere in this prospectus.

EBITDA has important limitations as an analytical tool because it excludes some but not all items that affect net income (loss), the most directly comparable GAAP measure. In particular, EBITDA excludes certain material costs, such as interest expense, and certain non-cash charges, such as depreciation, depletion, amortization, and accretion expense, that have been necessary elements of our expenses. Because EBITDA does not account for these expenses, its utility as a measure of our operating performance has material limitations. Other companies may not publish this or similar metrics, and our computation of EBITDA may differ from computations of similarly titled measures of other companies. Therefore, our EBITDA should be considered in addition to, and not as a substitute for, in isolation from, or superior to, our financial information prepared in accordance with GAAP, and should be read in conjunction with our consolidated financial statements and the related notes included elsewhere in this prospectus.

We calculate PV-10 as the discounted future net cash flows attributable to our proved oil and natural gas reserves before income taxes, discounted at 10% annually. PV-10 differs from the standardized measure of discounted future net cash flows, which is the most directly comparable GAAP financial measure, because it is calculated on a pre-tax basis. We use PV-10 when assessing the potential return on investment related to our oil and natural gas properties. We believe that the presentation of PV-10 is relevant and useful to investors because it presents the discounted future net cash flows attributable to our estimated net proved reserves prior to taking into account future income taxes, and is useful for evaluating the relative monetary significance of our oil and natural gas properties. Further, investors may utilize PV-10 as a basis for comparison of the relative size and value of our reserves to other companies without regard to the specific tax characteristics of such entities.

Because the Issuer is a limited liability company and has currently elected to be treated as a partnership for income tax purposes, the pro rata share of taxable income or loss is included in the individual income tax returns of members based on their percentage of ownership. Consequently, no provision for income taxes is made in our ~~standardized measure of discounted future net cash flows, and so currently our PV-10 is identical to the standardized measure of discounted future net cash flows.~~ ~~Notwithstanding the foregoing, we believe that the presentation of PV-10 is useful to investors because it is a commonly utilized measure in our industry for assessing the value of reserves.~~

vii

standardized measure of discounted future net cash flows, and so currently our PV-10 is identical to the standardized measure of discounted future net cash flows. Notwithstanding the foregoing, we believe that the presentation of PV-10 is useful to investors because it is a commonly utilized measure in our industry for assessing the value of reserves.

PV-10 is not a substitute for the standardized measure of discounted future net cash flows. Neither PV-10 nor the standardized measure of discounted future net cash flows purport to represent the fair value of our oil and natural gas reserves.

For a further discussion of our non-GAAP measures, including reconciliations to the most directly comparable GAAP measure, see the section of this prospectus entitled “Prospectus Summary—Summary Historical Financial and Other Data” and the sections entitled “Management’s Discussion and Analysis of ~~Financial~~ Financial Condition and Results of Operations—Non-GAAP Financial Measures.,” included in each of our 2025 Annual Report and our Q1 Quarterly Report.

vviii

PROSPECTUS SUMMARY

The following summary highlights information contained in more detail elsewhere in this prospectus or in documents incorporated herein by reference, including our 2025 Annual Report. This summary is not complete, and does not contain all of the information that may be important to you in making an investment decision. Before making an investment decision, you should read this entire prospectus and the information incorporated by reference herein carefully, including the sections of this prospectus entitled “Risk Factors,” and “Cautionary Statement Regarding Forward-Looking Statements” and the sections of our 2025 Annual Report and Q1 Quarterly Report entitled “Risk Factors,” “Cautionary Statement Regarding Forward-Looking Statements,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as well as our consolidated financial statements and the notes thereto ~~appearing~~included ~~elsewhere~~ in ~~this~~our ~~prospectus~~2025 Annual Report and Q1 Quarterly Report.

Our Company

Overview

We operate in the oil and gas industry and execute on a three-pronged strategy involving (i) direct drilling operations of operated working interests, (ii) the acquisition of royalty assets, and (iii) the acquisition of non-operated working interest assets. ~~Our~~for ~~direct drilling operations are currently primarily focused on development efforts in~~ the ~~Williston~~purpose ~~Basin in North Dakota and Montana and the Powder River and Denver Julesburg Basins in Wyoming. Our royalty and working interest acquisitions center around a variety~~ of ~~assets~~exploration, ~~including mineral interests~~development, ~~leasehold interests~~production, ~~overriding royalty interests~~ and ~~perpetual~~sale ~~royalty~~of ~~interests.~~crude oil, ~~These~~natural ~~efforts have historically targeted assets in the Williston~~gas, ~~Permian,~~natural ~~Powder~~gas ~~River~~liquids, ~~Uintah,~~ and DJother ~~Basins.~~byproducts Wethrough ~~are~~PhoenixOp, ~~agnostic~~Firebird asServices, ~~to geography~~ and ~~prioritize~~Firebird ~~operational and asset potential when executing on our strategy~~Marketing.

WeOur direct ~~began~~drilling operations inare ~~2019~~currently ~~with~~primarily ~~the~~focused on development ofefforts ~~our~~in ~~specialized~~the ~~software~~Williston ~~system,~~Basin ~~which~~in weNorth ~~have~~Dakota ~~designed~~ and ~~improved~~Montana ~~over time to support our ability to identify, analyze, underwrite,~~ and ~~formally transact in~~ the ~~purchasing~~Powder ofRiver ~~oil~~ and ~~gas~~Denver-Julesburg ~~assets. In~~Basins ~~2019,~~in ~~we acquired our first mineral interest asset and began to generate revenue~~Wyoming. InOur ~~2020,~~royalty ~~we expanded our operations~~ and ~~team~~working tointerest ~~include~~acquisitions ~~specialists~~center ~~across~~around a variety of ~~key focus areas. From 2020 to 2023~~assets, weincluding ~~experienced~~mineral ~~significant growth in operations. For example~~interests, inleasehold ~~2020~~interests, ~~the~~overriding ~~exploration and production (“E&P”) operators of our properties operated 725 gross productive development wells on the acreage underlying our mineral and~~ royalty interests, and ~~the total~~perpetual ~~acreage underlying our gross and net~~ royalty interests ~~was 177,824 and 1,506, respectively~~. InThese ~~the~~efforts ~~three years since then, the E&P operators of our properties~~ have ~~operated~~historically ~~over~~targeted ~~4,500~~assets ~~gross~~in ~~productive development wells on~~ the ~~acreage underlying our mineral and royalty interests~~Williston, ~~of which approximately 1~~Permian,~~900~~ ~~gross~~Powder ~~productive developments wells were drilled in 2023 alone. As of December 31~~River, ~~2023~~Uinta, ~~we had 1,640,960~~ and ~~120,613 acres underlying our gross and net royalty interests,~~Denver-Julesburg ~~respectively, as compared to 177,824 and 1,506 acres underlying our gross and net royalty interests, respectively, at December 31, 2020~~Basins. ~~Furthermore,~~We ~~our~~are ~~total~~agnostic ~~production for the year ended December 31, 2020 was 163,384 Boe~~ as ~~compared~~ to ~~over~~geography 2 million Boe for the year ended December 31, 2023. In the same period our number of employees grew from 21 at December 31, 2020 to 109 at December 31, 2023. Additionally, we commenced direct drilling operations and ~~spudded~~prioritize ~~our~~operational ~~first wells in the third quarter of 2023~~ and, asasset ofpotential ~~September 15,~~when ~~2024,~~executing weon ~~have drilled a total of 31.0 gross and 27.0 net productive development wells in the Williston Basin in North Dakota. We expect these direct drilling operations to be a core component of~~ our ~~business~~ strategy ~~going forward~~.

~~Since~~We began operations in 2019 with the development of our ~~initial~~specialized software system, which we have designed and improved over time to support our ability to identify, analyze, underwrite, transact, and manage our oil and gas assets. In 2019, we acquired our first mineral interest asset ~~acquisition~~and inbegan ~~2019~~to generate revenue. In 2020, we ~~have~~expanded ~~leveraged~~our operations and team to include specialists across a variety of key focus areas. Since 2020, we experienced significant growth in our ~~specialized~~business and operations. For ~~software~~example, ~~system~~in 2020, the E&P operators of our properties operated 725 gross and ~~experienced~~2.8 ~~management~~net ~~team~~productive todevelopment ~~identify~~wells ~~asset~~on ~~opportunities~~the ~~that~~acreage ~~fit~~underlying our ~~desired~~mineral ~~criteria~~and royalty interests, and ~~potential~~the ~~for~~total ~~returns~~acreage underlying our gross and net royalty interests was 177,824 and 1,506, respectively. ~~While~~In wethe ~~evaluate~~five years since then through December 31, 2025, the E&P operators of our properties have operated an additional 7,043 gross and ~~acquire~~140.4 anet ~~wide~~productive ~~variety~~development wells on the acreage underlying our mineral and royalty interests, of ~~assets~~which approximately 508 gross and 62.9 net productive development wells were drilled in 2025 alone. As of March 31, 2026, we ~~have~~had ~~historically~~4,494,226 ~~prioritized~~and ~~assets~~566,649 ~~with~~acres ~~potential~~underlying our gross and net royalty interests, respectively, as compared to 177,824 and 1,506 acres underlying our gross and net royalty interests, respectively, at December 31, 2020. Furthermore, our total production for ~~high~~the ~~monthly~~year ~~recurring~~ended ~~cashflows~~December 31, 2020 was under 0.2 million Boe as compared to over 9.9 million Boe for the year ended December 31, 2025. Our number of employees also grew from 21 at December 31, 2020 to 189 at March 31, 2026. Additionally, beginning in mid-2023 we commenced direct drilling operations and ~~primarily~~we ~~target~~spudded ~~assets~~our ~~that~~first wells in the third quarter of 2023; our first owned well commenced hydrocarbon production in January 2024 and, as of March 31, 2026, we have drilled a ~~potential~~total ~~payback~~of ~~within~~135 ~~the~~gross ~~short~~and to123.2 ~~medium~~net ~~term~~producing development and ~~long-term~~injection ~~cashflows~~wells. We expect these direct drilling operations to be a core component of our business strategy going forward.

Since ~~2019,~~our weinitial ~~have completed 1,997~~ mineral ~~and royalty and leasehold~~ interest ~~acquisitions~~asset ~~from~~acquisition landowners and other mineral interest owners, representing approximately 98,554 net royalty acres (“NRAs”) of royalty assets and 161,083 of net mineral acres (“NMAs”) of leasehold assets as of June 30, 2024. Over that same period, in ~~addition to completing numerous small transactions~~2019, we ~~completed~~have ~~more~~leveraged ~~than 33 transactions larger than 1,000 NMAs that account for approximately 43% of~~ our ~~NMAs.~~specialized Wesoftware ~~have~~system ~~acquired mineral~~ and ~~royalty~~experienced ~~interests from individuals, families, trusts, partnerships,~~management ~~small~~team ~~minerals~~to ~~aggregators,~~identify ~~minerals~~asset ~~brokers,~~opportunities ~~large~~that ~~private,~~fit ~~as of June 30, 2024, minerals companies, private oil and gas E&P companies, and public minerals companies. We also actively manage~~ our ~~portfolio~~desired ofcriteria ~~assets~~ and ~~have~~potential ~~sold 4,584 NRAs since 2019.~~

Following the acquisition of an asset, we typically share in the proceeds of the natural resources extracted and sold by a third-party E&P operator. For certain assets, we operate our own direct drilling operations through our direct wholly owned subsidiary, Phoenix Operating LLC, a Delaware limited liability company (“PhoenixOp”).

Market Opportunity

Our royalty and working interest acquisitions generally focus on specific subsets of mineral and leasehold assets in the United States. From a market perspective, we focus on highly attractive and defined basins, currently serviced by top-tier operators, with assets that we believe will generate high near-term cash flow. All the assets we seek to acquire are purchased at what management believes are attractive price points and have a liquidity profile that is desirable in the secondary market. We generally seek to acquire assets that have near term payback and long-term residual cash flow upside.

for returns. While we evaluate and acquire a wide variety of assets, we have historically prioritized assets with potential for high monthly recurring cash flows and primarily target assets that have a potential payback within the short to medium-term and long-term cash flows.

As of March 31, 2026, we have completed 5,903 acquisitions from landowners and other mineral interest owners since 2019 and currently retain approximately 566,649 NRAs in mineral holdings and 637,060 NMAs in leasehold assets. Over that same period, in addition to completing numerous small transactions, we completed more than 82 transactions larger than 1,000 NMAs that account for approximately 73% of our NMAs. We have acquired mineral, royalty, and leasehold interests from individuals, families, trusts, partnerships, small minerals aggregators, minerals brokers, large private minerals companies, private oil and gas E&P companies, and public minerals companies. We also actively manage our portfolio of assets and, as of December 31, 2025, have sold 3,152 NMAs since 2019. Following the acquisition of an asset, we typically share in the proceeds of the natural resources extracted and sold by a third-party E&P operator. For certain assets, we operate our own direct drilling operations through PhoenixOp.

For the three months ended March 31, 2026 and 2025, we had revenue of $298.7 million and $115.7 million, respectively, net income (loss) of $(140.1) million and $5.6 million, respectively, and EBITDA of $(27.6) million and $72.0 million, respectively. For the years ended December 31, 2025, 2024, and 2023, we had revenue of $687.2 million, $281.2 million, and $118.1 million, respectively, net income (loss) of $66.1 million, $(24.8) million, and $(16.2) million, respectively, and EBITDA of $403.6 million, $150.7 million, and $65.9 million, respectively. As of March 31, 2026 and December 31, 2025, we had total assets of $1,977.7 million and $1,806.8 million, respectively, total liabilities of $2,041.3 million and $1,728.6 million, respectively (inclusive of total indebtedness of $1,702.3 million and $1,529.9 million, respectively), and retained earnings (accumulated deficit) of $(112.3) million and $29.7 million, respectively. As of December 31, 2025 and 2024, we had total assets of $1,806.8 million and $1,029.1 million, respectively, total liabilities of $1,728.6 million and $1,063.1 million, respectively (inclusive of total indebtedness of $1,529.9 million and $987.9 million, respectively), and retained earnings (accumulated deficit) of $29.7 million and $(34.5) million, respectively. Through 2025, we incurred a significant amount of debt in order to accelerate the growth of our business by acquiring additional assets and establishing our direct drilling operations. As a result, our cash flows from operations alone would not have been sufficient to service required cash interest and principal payment obligations under our then-existing debt and cash distributions on our preferred equity in 2025. Furthermore, as of December 31, 2025, we estimate that we will need to make approximately $1,064.1 million and $2,167.3 million in capital expenditures to develop all our proved and probable undeveloped reserves, respectively, and that we will need to raise approximately $669.8 million in additional capital through the end of 2028 to fund such development. Although we expect our cash flows from operations to be sufficient to service cash interest and principal payment obligations under our debt arrangements and cash distributions on our preferred equity for the foreseeable future, our current development plan contemplates capital expenditures in excess of operating cash flow in certain periods. Accordingly, we intend to fund a portion of our growth capital through a combination of operating cash flow, available borrowing capacity, and capital markets transactions, consistent with our historical practice. We regularly evaluate our capital structure and liquidity profile to maintain appropriate financial flexibility while executing our development plan. We may from time to time refinance, extend, or restructure portions of our indebtedness through capital markets transactions or private financing arrangements in order to optimize maturities and cost of capital. As a result, we may use the proceeds of additional debt, including the Notes offered hereby, to make interest and principal payments on our existing debt and to pay cash distributions on our preferred equity. See the section of this prospectus entitled “Risk Factors—Risks Related to the Notes and this Offering—We may invest or spend the proceeds of this offering in ways with which you may not agree,” as well as the sections of our 2025 Annual Report entitled “Risk Factors—Risks Related to Our Business and Operations—The acquisition and development of our properties, directly or through our third-party E&P operators, will require substantial capital, and we and our third-party E&P operators may be unable to obtain needed capital or financing on satisfactory terms or at all, including as

a result of increases in the cost of capital resulting from Federal Reserve policies regarding interest rates and otherwise,” “Risk Factors—Risks Related to Our Indebtedness—Despite our current level of indebtedness, we will still be able to incur substantially more debt. This could further exacerbate the risks to our financial condition described above,” and “Risk Factors—Risks Related to Our Indebtedness—We may not be able to generate sufficient cash to service all of our existing and future indebtedness, including the Registered Notes, and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful.”

Market Opportunity

Our royalty and working interest acquisitions generally focus on specific subsets of mineral and leasehold assets in the United States. From a market perspective, we focus on highly attractive and defined basins, currently serviced by top-tier operators, with assets that we believe will generate high near-term cash flow. All the assets we seek to acquire are purchased at what management believes are attractive price points and have a liquidity profile that is desirable in the secondary market. We generally seek to acquire assets that have a near-term payback and long-term residual cash flow upside.

Business Strategy

Our three-pronged strategy centers around (i) direct drilling operations of operated working interests, (ii) the acquisition of royalty assets, and (iii) the acquisition of non-operated working interest assets for the purpose of exploration, development, production, and sale of crude oil, natural gas, natural gas liquids, and other byproducts conducted through our subsidiaries. We execute our strategy through Phoenix Energy and three of our subsidiaries. PhoenixOp was formed in January 2022 to drill, complete, and operate wells in the United States. Firebird Services was formed in October 2023 to perform saltwater disposal services on wells operated by PhoenixOp. Firebird Marketing was formed in March 2025 to take title to oil at or near the wellhead and market production to third-party purchasers. It manages commercial and logistical activities related to the sale of hydrocarbons, including transportation coordination, blending and quality optimization, scheduling, and counterparty negotiations, and it assumes market, operational, and credit risks related thereto. In return, Firebird Marketing may earn marketing margins based on market conditions and its ability to optimize sales execution.

Direct Drilling Operations

We currently run our own direct drilling activities through PhoenixOp. WeThroughout ~~expect~~2024 toand ~~increase~~2025, we increased the extent to which we run our own direct drilling operations and expect to continue to grow our drilling activities going forward. We intend to actively drill and develop select assets in an effort to maximize value and resource potential, and we will generally seek to increase our production, reserves, and cash flow from direct drilling operations over time. We have identified a number of potential drilling locations that we believe have the potential for attractive growth and opportunities. In accordance with that business plan, we acquired our ~~second~~third drilling rig in ~~October~~April ~~2024~~2025.

~~While~~As we ~~believe~~rely ~~that~~more ~~running~~on our own direct drilling operations, ~~will~~our ~~require~~capital ~~significantly~~expenditures ~~more~~and ~~capital~~operating ~~than~~expenses ~~partnering~~have ~~with~~also aincreased ~~third-party operator~~significantly, and we ~~believe~~expect ~~that~~ this ~~strategy~~increase ~~will~~in ~~provide~~capital ~~greater~~and ~~control~~operating ofexpenses ~~cashflow~~to ~~and~~continue ~~increase~~as ~~the~~compared ~~potential~~to ~~for~~our ~~shorter~~previous ~~payback~~business ~~periods~~model, aswhich ~~compared~~relied toheavily ~~returns~~ on royalty ~~assets~~ and working interest ~~assets~~acquisitions. WeAs ~~estimate~~such, ~~that our direct drilling operations will require approximately $203 million~~ in ~~additional capital throughout 2024 in order to achieve our intended business plan. We expect that these capital needs will be met in the near to medium term by capital contributions to PhoenixOp by us~~2026, ~~which~~ we expect to ~~fund~~have ~~from~~increased ~~time~~needs tofor ~~time~~additional capital in ~~varying~~excess ~~amounts through a combination~~ of cash ~~from~~flows ~~operations and the proceeds~~ from ~~loans~~operating ~~and~~activities ~~offerings~~in oforder ~~debt~~to ~~securities,~~fund ~~including~~ the ~~Notes~~growth ~~offered hereby. As~~ of ~~August 31,~~our ~~2024,~~business ~~we had contributed approximately $111.5 million in cash~~ and ~~$31.1 million~~the indevelopment ~~lease assets to PhoenixOp. As~~ of ~~August~~our ~~31, 2024, we had $96~~reserves.~~4 million~~ ~~available~~We ~~for~~expect us to ~~borrow~~supplement ~~under~~operating ~~the~~cash ~~Adamantium~~flow ~~Loan~~with ~~Agreement~~external ~~(assuming~~capital ~~Adamantium~~sources ~~is able~~ to ~~issue~~fund the ~~corresponding~~planned ~~amount~~expansion of ~~Adamantium~~our operated ~~Bonds).~~drilling ~~We also continue to issue August 2023 506(c) Bonds and have $336~~program.7 ~~million~~The ofpace ~~additional headroom until we reach the announced target offering amount~~ of ~~such~~drilling ~~bonds.~~activity ~~Our~~is ~~funding~~discretionary ofand ~~additional amounts~~may ~~to PhoenixOp will not~~ be ~~subject~~adjusted tobased ~~specific~~on ~~milestones~~commodity ~~or triggering events~~prices, ~~but~~capital ~~instead~~market ~~will~~conditions, beand ~~guided~~internal rate-of-return bythresholds. ~~our~~Although ~~business~~we ~~judgment~~believe inthat ~~order~~running ~~to execute on~~ our ~~intended business plan. We intend to make such capital contributions to PhoenixOp until such time as PhoenixOp procures its~~ own ~~financing,~~direct ifdrilling ~~any, or has sufficient cash from~~ operations towill ~~operate~~require ~~without~~significantly ~~supplemental~~greater ~~financing~~funds ~~from~~than ~~us.~~partnering ~~PhoenixOp~~with ~~is currently~~ a ~~borrower under certain of our loan agreements, including the Fortress~~ ~~Credit~~third-party ~~Agreement and Adamantium Loan Agreement~~operator, ~~and~~we ~~could~~believe ~~borrow amounts under such agreements directly.~~

~~Leases~~3 are contributed to PhoenixOp at a value equal to our cost of acquisition of the contributed asset, and we anticipate contributing additional oil and gas properties to PhoenixOp in the future. Leases are generally contributed in order for PhoenixOp to operate extraction activities on such assets with the requisite title and permissions. We expect to only contribute oil and gas properties to PhoenixOp that are located in an area where we own or lease enough continuous productive acreage to support meaningful mineral extraction activities. Whether and when we have properties we decide to contribute to PhoenixOp will depend on, among other things, our ability to acquire properties from multiple owners, the amount and quality of mineral reserves discovered on such properties, the presence of or proximity to third-party operators with existing extraction activities, and the suitability of the area’s topography for drilling and operating producing wells. See “Risk Factors—Risks Related to Our Business and Operations—We, through our investment in PhoenixOp and future assignment of oil and gas properties to PhoenixOp, conduct direct drilling and extraction activities. Such activities pose additional risks to us.”

that this strategy will provide greater control of cash flow, increased revenue, and larger potential for shorter payback periods as compared to returns on royalty assets and working interest assets. We expect that this ongoing shift in our business model will allow us to capture more of the upside from the use of our specialized software system. As of March 31, 2026, we estimate that we would need to raise approximately $147.3 million in additional capital throughout 2026 in order to fully achieve our intended business plan, which we expect to fund from proceeds from loans and offerings of debt and equity securities, including the Notes offered hereby. As of March 31, 2026, we had contributed approximately $421.7 million in cash and $64.4 million in lease assets to PhoenixOp. As of March 31, 2026, we had $201.2 million available for us to borrow under the Adamantium Loan Agreement (assuming Adamantium is able to issue the corresponding amount of Adamantium Securities). We also continue to issue August 2023 506(c) Bonds and Registered Unsecured Notes. As of March 31, 2026, we had $859.9 million of additional headroom until we reach the announced target offering amount of $2.0 billion, and we had $693.3 million aggregate principal amount of Registered Unsecured Notes available to be issued under that offering. Our funding of additional amounts to PhoenixOp will not be subject to specific milestones or triggering events, but instead will be guided by our business judgment in order to execute on our intended business plan. We intend to make such capital contributions to PhoenixOp until such time as PhoenixOp procures its own financing, if any, or has sufficient cash from operations to operate without supplemental financing from us. PhoenixOp is currently a borrower under certain of our loan agreements, including the Fortress Credit Agreement and Adamantium Loan Agreement, and could borrow amounts under such agreements directly. Although, as of March 31, 2026, we have issued over $408.1 million of Adamantium Securities to date, there can be no assurance that we will be successful in issuing additional Adamantium Securities and utilizing then-available commitments under the Adamantium Loan Agreement. There is currently no committed amount of additional financing available under the Fortress Credit Agreement. Our funding of additional amounts to PhoenixOp will not be subject to specific milestones or triggering events, but instead will be guided by our business judgment in order to execute on our intended business plan. We intend to make such capital contributions to PhoenixOp until such time as PhoenixOp procures its own financing, if any, or has sufficient cash from operations to operate without supplemental financing from us. PhoenixOp is currently a borrower under certain of our loan agreements, including the Fortress Credit Agreement and Adamantium Loan Agreement, and could borrow amounts under such agreements directly. Although we have issued over $408.1 million of Adamantium Securities as of March 31, 2026, there can be no assurance that we will be successful in issuing additional Adamantium Securities and utilizing then-available commitments under the Adamantium Loan Agreement. There is currently no committed amount of additional financing available under the Fortress Credit Agreement. See the section of our 2025 Annual Report entitled “Risk Factors—Risks Related to Our Business and Operations—The acquisition and development of our properties, directly or through our third-party E&P operators, will require substantial capital, and we and our third-party E&P operators may be unable to obtain needed capital or financing on satisfactory terms or at all, including as a result of increases in the cost of capital resulting from Federal Reserve policies regarding interest rates and otherwise.”

Leases are contributed to PhoenixOp at a value equal to our cost of acquisition of the contributed asset, and we anticipate contributing additional oil and gas properties to PhoenixOp in the future. Leases are generally contributed in order for PhoenixOp to operate extraction activities on such assets with the requisite title and permissions. We expect to only contribute oil and gas properties to PhoenixOp that are located in an area where we own or lease enough continuous productive acreage to support meaningful mineral extraction activities. Whether and when we have properties we decide to contribute to PhoenixOp will depend on, among other things, our ability to acquire properties from multiple owners, the amount and quality of mineral reserves discovered on such properties, the presence of or proximity to third-party operators with existing extraction activities, and the suitability of the area’s topography for drilling and operating producing wells. See the section of our 2025 Annual Report entitled “Risk Factors—Risks Related to Our Business and Operations—We, through our investment in PhoenixOp and future assignment of oil and gas properties to PhoenixOp, conduct direct drilling and extraction activities. Such activities pose additional risks to us.”

Royalty and Working Interest Acquisitions

For our royalty and working interest acquisitions, we have developed a process for the identification, acquisition, and monetization of assets. Below is a general illustration of our process:

•

Our specialized software provides market intelligence to identify and rank potential assets and support our acquisition strategy and functions.

• We make contact with the owner of the asset and begin the conversation on how we can increase the value of the property for the owner.

•

We provide the potential seller with a packet detailing our business, industry data, property valuation, and an all-cash offer based on the valuation.

•

Our sales team engages the potential seller to discuss the terms of the sale and the value of the property.

• We handle the closing of the property, and the property is migrated to our portfolio.

•

We utilize our land rights to extract natural resources from the property through third-party operators or determine to proceed with our own direct drilling operations.

•

We collect a portion of the revenue generated from the natural resources extracted and sold by a third-party operator. Our share of the revenue depends on the type of asset, either mineral rights or non-operated working interests, and the underlying contract with the third-party operator.

•

We continue to operate the property to extract the minerals through third-party operators or PhoenixOp until we decide to sell the property rights.

Separate from the ordinary royalty income assets, we maintain a structural discipline to participate in non-operated working interests, in part for their tax benefits. Due to favorable U.S. Internal Revenue Service (the “IRS”) treatment, marrying this asset class to our pure royalty income creates an augmented “write off” strategy whereby the balanced portfolio effectively creates little to no annual taxable income. Functionally, the transactions we enter into are similar to traditional ~~real~~ real estate transactions with respect to the mechanics. A seller agrees to sell to us, a purchase and sale agreement is executed, earnest money is conveyed, and manual diligence and title review is conducted as an audit function prior to closing. ~~Upon~~ Upon closing, the funds are conveyed to the seller and the title is recorded by us in the applicable jurisdiction. Assets can produce for upwards of 20 years; however, there is a considerable regression/depletion curve over the life of the asset. As such, we tend to focus on wells that have recently begun producing or are likely to have new production in the near term. weWe focus on a closed -loop process from discovery to acquisition to long-term balance sheet ownership. We believe the recurring ~~nature~~ nature of these cash flows will allow for considerable scale without material increases in fixed overhead.

Our Specialized Software System

Our software system is designed to be scalable and process inputs from a variety of internal and external sources, and supports our ability to identify, analyze, underwrite, and formally transact in the purchasing of oil and gas assets. Our software system operates across three key facets of our business:

• Asset Discovery – The data-driven system has customized inputs that are selected by management to pull in and incorporate data sets from multiple third-party sources through custom application interfaces that automatically retrieve updated information on a regular basis. For example, the system retrieves detailed land and title data and well-level data, including operator, production metrics, well status, dates of activities, well-specific activities, and historical reporting. The software system compiles these inputs and creates dashboards that can be accessed by management to analyze and review granular data on an asset-by-asset level. These dashboards present certain key information, including, among others, the geography of the asset, the estimated probability of future oil wells, the estimated predictability of the timing and value of cashflows, and local and national oil prices. We believe this process provides us with key market intelligence and insights, tailored to prioritize asset traits curated and targeted by management, to identify and rank potential assets. We believe this provides us with a competitive advantage because we are able to identify potentially valuable assets, based on our own hierarchy and prioritization of asset traits and data inputs, that may otherwise be overlooked by other industry participants.

•5 Asset Grading and Estimates – The outputs from the asset discovery process are then run through a discounted cash flow model, using management inputs for discount rate and the price of oil, to generate asset value and pricing estimates. The software system grades these assets based on management’s desired target criteria for high probability of high near-term cash flow, and generates a summary version of assets to prospect for acquisition for our sales team. The system also generates an acquisition price for each asset, which informs the sales team as to the maximum price that we may be willing to offer in any prospective transaction. This process is used to further characterize high-priority targets for sales and acquisition efforts.

review granular data on an asset-by-asset level. These dashboards present certain key information, including, among others, the geography of the asset, the estimated probability of future oil wells, the estimated predictability of the timing and value of cash flows, and local and national oil prices. We believe this process provides us with key market intelligence and insights, tailored to prioritize asset traits curated and targeted by management, to identify and rank potential assets. We believe this provides us with a competitive advantage because we are able to identify potentially valuable assets, based on our own hierarchy and prioritization of asset traits and data inputs, that may otherwise be overlooked by other industry participants.

•

Asset Grading and Estimates – The outputs from the asset discovery process are then run through a discounted cash flow model, using management inputs for discount rate and the price of oil to generate asset value and pricing estimates. The software system grades these assets based on management’s desired target criteria for high probability of high near-term cash flow, and generates a summary version of assets to prospect for acquisition for our sales team. The system also generates an acquisition price for each asset, which informs the sales team as to the maximum price that we may be willing to offer in any prospective transaction. This process is used to further characterize high-priority targets for sales and acquisition efforts.

•

Asset Acquisition – Based on management input, the software system then routes the pricing and asset information from the asset grading and estimates process through an automated document generator to create customized, asset-specific document packages for utilization and distribution by our sales team. The workflow for these document packages is then processed and monitored using our internally developed software, which distributes the documents to our operations team for the preparation of an offering and sale package, which is then delivered to the prospective seller. Using relationship management features within our internally developed software, the sales team is able to record notes and each opportunity can be tracked from its original data upload through the lifecycle of the sales process.

While the data inputs utilized by our software system are largely based on public information, considerable customization and coding has been undertaken to generate a system that we can successfully leverage in our business. This software was designed and built by us to address our specific needs, and we are not aware of a similar competitive product. We rely on trade secret laws to protect our software system and do not own any registered copyright, patent, or other intellectual property rights regarding our software. However, we believe the investment of significant monetary and intellectual resources ~~have~~has created a system that would be difficult to replicate. We currently have no intention of licensing or selling our software. See the section of our 2025 Annual Report entitled “Risk Factors—Risks Related to ~~our~~Legal, ~~Business~~Regulatory, and ~~Operations~~Environmental Matters—We do not currently own any registered intellectual property rights relating to our software system and may be subject to competitors developing the same technology.”

4Recent Developments

On June 1, 2026, the Company, PhoenixOp, the guarantors party thereto, the lenders party thereto, and Fortress entered into that the Limited Waiver and Amendment No. 9 to the Fortress Credit Agreement (“Amendment No. 9”). Amendment No. 9, among other things, permits the Company to issue the Notes, subject to the conditions and limitations described in the Fortress Credit Agreement.

Company Structure

The following chart summarizes our corporate structure and principal indebtedness, as of the date of this prospectus. This chart is provided for illustrative purposes only and may not represent all legal entities affiliated with, or obligations of, the Issuer and its subsidiaries from time to time:

LOGO

(1) The Issuer is a ~~wholly~~manager-managed ~~owned~~limited ~~subsidiary~~liability company. Phoenix Equity owns 100% of the Issuer’s common equity interests and, other than under the limited circumstances described in the Third ARLLCA in which holders of the Series A Preferred Shares have specific designation rights, has the right to appoint all members of the Issuer’s board of directors. LJC controls Phoenix Equity and, therefore, indirectly has control over the Issuer’s management. Daniel Ferrari and Charlene Ferrari each own 50% of the voting membership interests in, and are the managers of, LJC. Adam Ferrari, our Chief Executive Officer and the son of Daniel and Charlene Ferrari, owns 100% of the economic interests in LJC, but has no voting or managerial interest in LJC. Adam Ferrari is ~~controlled~~also bythe manager of Phoenix Equity. See the section of our 2025 Annual Report entitled “Certain Relationships and Related-Party Transactions, and Director Independence—Third Amended and Restated Limited Liability Company Agreement of Phoenix ~~Holdco~~Energy One, LLC.” Phoenix Equity was formed primarily to provide an entity to pledge the equity interests of the Issuer as collateral to secure the borrowings under the Fortress Credit Agreement. In connection with the consummation of that transaction, the equityholders in the Issuer immediately prior to the consummation of the transaction exchanged their limited liability company interests in the Issuer for limited liability company interests in Phoenix Equity. As a result, the beneficial ownership of Phoenix Equity immediately after the transaction substantially reflects the beneficial ownership of the Issuer immediately prior to the transaction. Furthermore, following the formation of Phoenix Equity and the exchange of equity interests of the Issuer for equity interests of Phoenix Equity, equity awards that had previously been granted or promised by the Issuer and/or PhoenixOp were converted into equity awards granted by Phoenix Equity. See the section of our Q1 Quarterly Report entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Indebtedness—Fortress Credit Agreement” and the section of our 2025 Annual Report entitled “Executive Compensation—Details of Our Compensation Program—Elements of Our Executive Compensation Program—Equity Compensation.”

~~(2)~~7 See “Risk Factors” for a discussion of the risks related to our capital structure and your investment in the Notes. The terms of the Notes do not prohibit the Issuer or its subsidiaries from incurring additional indebtedness, which indebtedness may rank senior to the Notes. Furthermore, the Notes will not be guaranteed by any of the Issuer’s subsidiaries or affiliates or any other person. As a result, the Notes will be structurally subordinated to claims of creditors (including trade creditors) and preferred stockholders (if any) of the Issuer’s subsidiaries. See “Description of Notes—Ranking.”

(3)Table See “Security Ownership of Certain Beneficial Owners and Management” and “Management” for a description of our ownership structure and management.Contents

(42) For a description of the terms of the ~~Fortress~~Series ~~Credit~~A ~~Agreement~~Preferred Shares, see the section of our Q1 Quarterly Report entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—~~Indebtedness—Fortress~~Preferred ~~Credit Agreement~~Equity.”

(53) ~~For~~See athe ~~description~~sections of ~~the~~our ~~terms~~2025 ofAnnual ~~the~~Report ~~Adamantium~~entitled ~~Loan~~“Security ~~Agreement~~Ownership ~~and~~of ~~the~~Certain ~~Adamantium~~Beneficial ~~Bonds,~~Owners ~~see~~and “Management’s ~~Discussion~~ and ~~Analysis~~Related ofStockholder ~~Financial~~Matters” ~~Condition~~ and ~~Results~~“Directors, ofExecutive ~~Operations—Liquidity~~Officers and ~~Capital~~Corporate ~~Resources—Indebtedness—Adamantium~~Governance” ~~Loan~~for ~~Agreement~~a ~~and~~description ~~Adamantium~~of ~~Bonds~~our ownership structure and management.”

(64) For a description of the terms of the ~~Reg~~Adamantium ~~D Bonds~~Debt, see the section of our Q1 Quarterly Report entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Indebtedness—~~PCGH~~Adamantium ~~Reg D/Reg A Bonds~~Debt.”

(75) For a description of the terms of the ~~Reg~~Fortress ACredit ~~Bonds~~Agreement, see the section of our Q1 Quarterly Report entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Indebtedness—~~PCGH~~Fortress ~~Reg~~Credit ~~D/Reg A Bonds~~Agreement.”

(86) ~~For~~See the section of this prospectus entitled “Risk Factors” and the section of our 2025 Annual Report entitled “Risk Factors” for a ~~description~~discussion of the ~~ownership~~risks related to our capital structure and ~~management~~your investment in the Notes. The terms of ~~PhoenixOp~~the Notes do not prohibit the Issuer or its subsidiaries from incurring additional indebtedness, ~~see~~which ~~“Certain~~indebtedness ~~Relationships~~may ~~and~~rank ~~Related-Party~~senior ~~Transactions—Amended~~to ~~and~~the ~~Restated~~Notes. ~~Limited~~Furthermore, ~~Liability~~the ~~Company~~Notes ~~Agreement~~will not be guaranteed by any of ~~Phoenix~~the ~~Operating~~Issuer’s ~~LLC~~subsidiaries or affiliates or any other person. As a result, the Notes will be structurally subordinated to claims of creditors (including trade creditors) and preferred stockholders (if any) of the Issuer’s subsidiaries. See “Description of Notes—Ranking.”

(97) ~~Firebird~~For ~~Services~~a description of the terms of the Reg D Bonds, ~~LLC~~see isthe asection ~~direct~~of ~~wholly~~our ~~owned~~Q1 ~~subsidiary~~Quarterly Report entitled “Management’s Discussion and Analysis of ~~PhoenixOp,~~Financial ~~which~~Condition ~~currently~~and ~~provides~~Results ~~water~~of ~~management~~Operations—Liquidity and ~~disposal~~Capital ~~services~~Resources—Indebtedness—Reg ~~for~~D/Reg ~~the~~A ~~wells~~Bonds ~~operated~~and byExchange ~~PhoenixOp~~Notes.”

(108) ~~Our~~For ~~wholly~~a ~~owned~~description ~~subsidiary,~~of ~~Phoenix~~the ~~Capital~~terms ~~Group~~of ~~Holdings I, LLC, previously filed an offering statement under Regulation A under~~ the ~~Securities~~Reg ~~Act (“Regulation~~ A”) inBonds, ~~connection~~see ~~with~~the asection ~~potential offering~~ of ~~senior~~our ~~subordinated~~Q1 ~~unsecured~~Quarterly ~~bonds~~Report inentitled an“Management’s ~~amount~~Discussion ~~not~~and toAnalysis ~~exceed $75 million annually in the aggregate, the proceeds~~ of ~~which~~Financial ~~would~~Condition beand ~~loaned~~Results ~~to us pursuant to an agreement secured by junior mortgages on certain properties. As~~ of ~~the~~Operations—Liquidity ~~date~~and ofCapital ~~this~~Resources—Indebtedness—Reg ~~prospectus,~~D/Reg weA doBonds ~~not~~and ~~intend~~Exchange ~~to pursue this offering or the qualification of this offering statement~~Notes.”

(9)	For a description of the terms of the Exchange Notes, see the section of our Q1 Quarterly Report entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Indebtedness—Reg D/Reg A Bonds and Exchange Notes.”

(10)	For a description of the terms of the Registered Unsecured Notes, see the section of our Q1 Quarterly Report entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Indebtedness—Registered Notes.”

(11)

Our wholly owned subsidiary, Phoenix Capital Group Holdings I, LLC, previously filed an offering statement under Regulation A in connection with a potential offering of senior subordinated unsecured bonds in an amount not to exceed $75 million annually in the aggregate, the proceeds of which would be loaned to us pursuant to an agreement secured by junior mortgages on certain properties. As of the date of this prospectus, we do not intend to pursue this offering or the qualification of this offering statement.

Company Information

We were originally formed in Delaware on April 23, 2019. On January 23, 2025, we changed our name from “Phoenix Capital Group Holdings, LLC” to “Phoenix Energy One, LLC.” Our principal executive offices are located at 18575 Jamboree Road, Suite 830, Irvine, California 92612, and our telephone number at that address is (~~303~~949) ~~749~~416-~~0074~~5037. Our website address is https://~~phxcapitalgroup~~phoenixenergy.com. The information contained on or linked to or from our website is not part of, and is not incorporated by reference into, this prospectus or the registration statement of which this prospectus forms a part, and you should not consider such information part of this prospectus or rely on any such information in making your decision whether to purchase the Notes.

~~Implications~~Summary of ~~Being~~Risk anFactors ~~Emerging Growth Company~~

WeInvesting ~~qualify as an “emerging growth company,” as defined~~ in ~~Section 2(a) of~~ the ~~Securities~~Notes ~~Act,~~involves assignificant ~~modified by the Jumpstart Our Business Startups Act of 2012 (as amended~~risks, ~~the~~including ~~“JOBS~~risks ~~Act”).~~associated ~~For~~with soour ~~long as we remain an emerging growth company~~business, weoperating ~~are permitted~~results, and ~~currently~~financial ~~intend, to take advantage of specified reduced disclosure and exemptions from~~condition. ~~other~~Before ~~requirements~~investing ~~that~~in ~~are~~the ~~otherwise applicable~~Notes, inyou ~~general,~~should tocarefully ~~public~~read ~~reporting~~the ~~companies~~section ~~that~~of ~~are~~this ~~not emerging growth companies. These provisions include, but are not limited to:~~

•8 being permitted to present only two years of audited financial statements and only two years of related management’s discussion and analysis of financial condition and results of operations disclosure in our periodic reports and registration statements, subject to certain exceptions;

• an exemption from compliance with the auditor attestation requirement in the assessment of our internal control over financial reporting pursuant to the Sarbanes-Oxley Act of 2002 (as amended, “SOX”);

• reduced disclosure obligations regarding executive compensation arrangements in our periodic reports, registration statements, and proxy statements;

• not being required to comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements; and

• exemptions from the requirements to seek a non-binding advisory vote on executive compensation arrangements or stockholder approval of any golden parachute payments not previously approved.

We will remain an emerging growth company until the earliest to occur of (i) the last day of the fiscal year in which our total annual gross revenues are $1.235 billion or more, (ii) the last day of the fiscal year following the fifth anniversary of the date of the first sale of our common equity securities pursuant to an effective registration statement, (iii) the date on which we have, during the immediately preceding three-year period, issued more than $1.0 billion in non-convertible debt securities, and (iv) the date on which we are deemed to be a “large accelerated filer” (as defined in the U.S. Securities and Exchange Act of 1934, as amended (the “Exchange Act”)). The JOBS Act also permits emerging growth companies to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public reporting companies. We have elected to avail ourselves of the extended transition period. During the extended transition period, it may be difficult to compare our financial results with the financial results of a public reporting company that complies with such new or revised accounting standards.

~~Summary~~ prospectus entitled “Risk Factors,” as well as the sections of our 2025 Annual Report entitled “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements” for an explanation of these risks. These risks include, among others, the following:

Investing in the Notes involves numerous risks and uncertainties, including risks associated with our business, operating results, and financial condition. Before investing in the Notes, you should carefully read the sections of this prospectus entitled “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements” for an explanation of these risks. These risks include, among others, the following:

Risks Related to Our Business and Operations

•

The businesses of direct drilling and extraction of minerals and acquisition of mineral rights are highly competitive. If we are unable to successfully compete within these businesses through our direct drilling operations conducted by PhoenixOp, we may not be able to identify and purchase attractive assets and successfully operate our properties.

•

The mineral rights investment business involves high-risk activities with many uncertainties.

•

We, through our investment in PhoenixOp and future assignment of oil and gas properties to PhoenixOp, conduct direct drilling and extraction activities. Such activities pose additional risks to us.

• Our business is sensitive to the price of oil and gas, and sustained declines in prices may adversely affect our financial position, financial results, cash flows, access to capital, and ability to grow.

•

We have a limited operating history and have experienced periods of significant business growth in a short time, making it difficult for you to evaluate our business and prospects. If we are unable to manage our business and growth effectively, our business could be materially and adversely affected.

• The acquisition and development of our properties, directly or through our third-party E&P operators, will require substantial capital, and we and our third-party E&P operators may be unable to obtain needed capital or financing on satisfactory terms or at all, including as a result of increases in the cost of capital resulting from Federal Reserve policies ~~over~~regarding ~~the~~interest ~~past~~rates ~~few years~~ and otherwise.

• ~~Our~~Properties ~~success~~we ~~relies~~acquire ~~extensively~~for on our direct drilling and extraction operations, currently conducted through PhoenixOp, may not produce as projected, and ~~various~~we ~~third-party~~may ~~E&P~~be ~~operators~~unable to determine reserve potential, ~~which~~identify ~~could~~liabilities ~~have~~associated awith ~~material~~such ~~adverse~~properties, ~~effect~~or onobtain ~~our~~protection ~~results~~from ofsellers ~~operations~~against such liabilities.

• WeOur ~~rely~~development onof ~~our~~successful ~~E&P~~operations ~~operators,~~relies ~~third~~extensively ~~parties,~~on ~~and government databases for information regarding~~ our ~~assets~~direct ~~and~~operations, tothrough ~~the~~PhoenixOp ~~extent~~and ~~that~~various ~~information~~third-party isE&P ~~incorrect~~operators, ~~incomplete,~~which orcould ~~lost,~~have ~~our~~a ~~financial~~material ~~and~~adverse ~~operational~~effect ~~information~~on ~~and~~our ~~projections~~results ~~may~~of ~~be incorrect~~operations.

•

Our estimated mineral reserves quantities and future production rates are based on many assumptions that may prove to be inaccurate and they have not been verified by an independent third-party reserve engineering report. Any material inaccuracies in the reserves estimates or the underlying assumptions will materially affect the quantities and present value of our reserves.

•

The development of our estimated proved and probable undeveloped reserves may take longer and may require higher levels of capital expenditures than we currently anticipate.

• The present value of future net revenues from our proved reserves will not necessarily be the same as the current market value of our estimated proved reserves.

•

Estimated reserves do not represent or measure the fair value of the respective property or asset and we may sell or divest an asset for much less than the amount of estimated reserves.

•

Our future success depends on our ability to replace reserves.

• WeOur ~~rely~~E&P onoperators’ ~~our~~identified ~~software~~potential ~~system~~drilling tolocations, ~~identify~~which ~~attractive~~are ~~assets~~scheduled ~~with~~out ~~oil~~over ~~and~~many ~~gas~~years, ~~reserves~~are ~~and~~susceptible ~~there~~to ~~can~~uncertainties ~~be no assurance~~ that wecould ~~will~~materially bealter ~~able~~the tooccurrence ~~scale this software~~ or ~~that~~timing ~~such~~of ~~software~~their ~~will be accurate in identifying assets~~drilling.

• We ~~have~~engage ~~limited~~in ~~control~~various ~~over~~financial ~~the~~transactions ~~activities~~with oncounterparties ~~properties~~ that wecould dobe ~~not~~a ~~operate~~credit risk, including with respect to our hedging activities and the sale of our hydrocarbons.

• ~~The~~Our ~~substantial~~hedging ~~majority~~activities ofcould ~~the~~result ~~wells~~ in ~~which~~financial welosses ~~have a mineral or royalty interest~~ and ~~all~~reduce ~~the wells we directly operate are located in the Williston Basin, making us vulnerable to risks associated with concentration of our assets in a limited geographic area~~earnings.

•9 ~~Cybersecurity attacks on our technological systems, or those of our third-party vendors, could significantly disrupt our business operations and subject us to liability.~~

•Table Limitationsof or restrictions on our ability to obtain water for our direct drilling and hydraulic fracturing processes may have an adverse effect on our operating results.Contents

Risks Related to Legal, Regulatory, and Environmental Matters

•

We are subject to significant governmental regulations, and governmental authorities can delay or deny permits and approvals or change legal requirements governing our operations, which could restrict our operations, increase costs of conducting our business, and delay our implementation of, or cause us to change, our business strategy.

• WeOur doand ~~not~~our ~~currently~~third-party ~~own~~E&P ~~any~~operators ~~registered~~are ~~intellectual~~subject ~~property rights relating~~ to ~~our~~complex ~~software~~federal, ~~system~~state, and ~~may~~other beenvironmental, ~~subject~~health toand ~~competitors~~safety ~~developing~~laws ~~the~~and ~~same~~regulations ~~technology.~~that ~~Third~~could ~~parties~~adversely ~~may~~affect ~~initiate~~the ~~legal~~cost, ~~proceedings~~manner ~~alleging~~or ~~that~~feasibility ~~our use~~ of conducting our ~~software~~operations ~~system is infringing~~ or ~~otherwise~~expose ~~violating~~us ~~their~~and ~~intellectual~~our ~~property~~third-party ~~rights,~~E&P ~~which~~operators ~~could lead~~ to ~~costly~~significant ~~disputes or disruptions~~liabilities.

•

Current and future litigation, regulatory, administrative, or other legal proceedings could have a material adverse effect on our business and results of operations.

Risks Related to Our Indebtedness

• Our substantial indebtedness could adversely affect our financial condition and prevent us from fulfilling our obligations under the Series A Preferred Shares, the Notes, and our other indebtedness.

•

Despite our current level of indebtedness, we will still be able to incur substantially more debt. This could further exacerbate the risks to our financial condition described above.

• We ~~will~~may ~~need~~not be able to ~~repay~~generate orsufficient ~~refinance~~cash ato ~~substantial~~service ~~amount~~all of our ~~indebtedness~~existing ~~prior~~and tofuture ~~maturity~~indebtedness, ofincluding the Notes., ~~Failure~~and tomay dobe soforced ~~would~~to ~~have~~take aother ~~material~~actions ~~adverse~~to ~~effect~~satisfy on our ~~business,~~obligations ~~results~~under ofour ~~operations~~indebtedness, ~~and~~which ~~financial~~may ~~condition~~not be successful.

•

We will need to repay or refinance a substantial amount of our indebtedness. Failure to do so could have a material adverse effect on our business, results of operations, and financial condition.

•

The terms of our outstanding indebtedness restrict, and the terms of future indebtedness we may incur may restrict, our current and future operations, particularly our ability to respond to changes in the economy or our industry or to take certain actions, which could harm our long-term interests.

•

Our variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to increase significantly.

•

We have in the past failed, and may in the future fail, to satisfy one or more of the financial covenants under the Fortress Credit Agreement. We have historically been able to negotiate one or more limited waivers with Fortress, but there can be no assurance that we will be able to do so in the future.

Risks Related to Our Status as a Public Reporting Company

•

We only recently became a public reporting company, and the obligations associated with being a public reporting company will require significant resources and management attention.

•

Failure to comply with requirements to design, implement, and maintain effective internal controls could have a material adverse effect on our business.

•

We identified certain misstatements to our previously issued financial statements and have restated certain of our consolidated financial statements, which may create additional risks and uncertainties.

•

We are a “controlled company” within the meaning of the corporate governance standards of the NYSE American and rely, and may continue to rely, on exemptions from certain corporate governance standards.

•

We are a company with only preferred securities listed on the NYSE American and thus are only required to comply with certain corporate governance requirements, including with respect to our audit committee, to the extent required by Rule 10A-3 under the Exchange Act.

Risks Related to the Notes and this Offering

•

Your right to receive payment under the Notes is contractually subordinated to Senior Debt.

• The Notes will be effectively subordinated to the indebtedness under the Fortress Credit Agreement, the Adamantium Loan Agreement, and any of our other secured indebtedness, in each case, to the extent of the value of the assets securing that indebtedness.

•

The Notes are the Issuer’s obligations alone, and will be structurally subordinated to all obligations of the Issuer’s existing and future subsidiaries.

• The terms of the Indenture and the Notes will not necessarily restrict our ability to take actions that may impair our ability to pay interest on and principal of the Notes.

•

Holders of Notes will have a limited right to require us to redeem their Notes, and we may not be able to repurchase such Notes when requested.

7• Notes may only be transferred with our consent. There is no established trading market for the Notes and an active trading market for the Notes is not expected to develop.

~~Table~~Risks ofRelated ~~Contents~~to the Collateral

~~THE~~• ~~OFFERING~~The liens securing the Notes will be junior in priority to the liens securing the Fortress Credit Agreement and any other senior-priority secured indebtedness, and holders of such senior-priority secured indebtedness will receive all proceeds from any realization on the Collateral until all such senior-priority secured obligations are paid and discharged.

• The ~~following~~rights ~~summary~~of ~~describes~~holders ~~the principal terms~~ of ~~the~~ Notes ~~and the Indenture (as defined below) and is not intended to be complete. It does not contain all information that~~ may be ~~important~~adversely toaffected you. Some of the terms and conditions described below are subject to important limitations and exceptions. For a more complete understanding of the Notes and the Indenture, see the section of this prospectus entitled “Description of Notes.” In this summary, the terms “we,” “us,” and “our” each refer to Phoenix Capital Group Holdings, LLC (the “Issuer”) and its consolidated subsidiaries; provided, however, that references to “we,” “us,” and “our” pertaining to references to rights and obligations under the Notes and the Indenture do not include the Issuer’s subsidiaries. Certain descriptions herein of provisions of the Notes and the Indenture are summaries of such provisions and are qualified herein by ~~reference to~~ the ~~Notes~~Intercreditor ~~and the Indenture, forms of which are filed as exhibits to the registration statement of which this prospectus forms a part~~Agreement.

Issuer		Phoenix Capital Group Holdings, LLC, a Delaware limited liability company.
Notes Offered		We are offering $750,000,000 in aggregate principal amount of Senior Subordinated Notes, comprising the following:

•

The value of the Collateral securing the Notes may not be sufficient to satisfy our obligations under the Notes.

Maturity	Interest Payment Method	Interest Rate		Aggregate Principal Amount
3 Years	Cash Interest		9.0%	$	140,000,000
3 Years	Compound Interest		9.0%	$	110,000,000
5 Years	Cash Interest		10.0%	$	40,000,000
5 Years	Compound Interest		10.0%	$	40,000,000
7 Years	Cash Interest		11.0%	$	30,000,000
7 Years	Compound Interest		11.0%	$	30,000,000
11 Years	Cash Interest		12.0%	$	170,000,000
11 Years	Compound Interest		12.0%	$	190,000,000

•

Security interests in the Collateral may not be perfected in a timely manner or at all, and your rights to the Collateral may be adversely affected by the failure to perfect security interests.

		The Notes will be governed by an indenture to be entered into between us and UMB Bank, N.A., as trustee (as amended and supplemented from time to time, the “Indenture”).
Investor Suitability Requirements		The Minimum Purchase Amount is $5,000 aggregate principal amount of Notes. An investment in Notes is subject to certain maximum investment limits, some of which are based on financial suitability. See “Plan of Distribution—Financial Suitability Requirements.” You should purchase Notes only if you have substantial financial means and you have no need for liquidity in your investment.
Maturity		The Notes offered hereby will mature three, five, seven, and/or eleven years from the date of initial issuance of such Notes. An available maturity will be selected by you when you make your investment.
Interest		Interest will accrue on the Notes at the rates set forth above for each maturity and interest payment method. An available maturity and related interest rate will be selected by you when you make your investment.

•

We will have control over the Collateral, and the sale or disposition of particular assets could reduce the pool of assets securing the Notes.

		Interest will accrue on the Notes on the basis of a 360-day year consisting of twelve 30-day months. See “Description of Notes—General.”
Payment of Interest		Interest on the Notes will be payable monthly in arrears on the tenth day of each month or, if such day is not a business day, the following business day. Interest on the Notes will accrue from and including the date of initial issuance. We will pay interest on the Notes either in cash (with respect to Cash Interest Notes) or by adding such interest to the then-outstanding principal amount of the Notes (with respect to Compound Interest Notes). An available maturity, interest payment method, and related interest rate will be selected by you when you make your investment.
Guarantors		The Notes will not be guaranteed by any of our subsidiaries, parent entities, or other affiliates.
Ranking		The Notes will be the Issuer’s senior subordinated unsecured obligations. The Notes and will:
		• rank contractually senior in right of payment to all of the Issuer’s future indebtedness that is contractually subordinated to the Notes, including the Subordinated Reg D Bonds (as defined below);
		• without giving effect to collateral arrangements, rank equally in right of payment with all of the Issuer’s existing and future senior indebtedness (other than Senior Debt);
		• be contractually subordinated to any Senior Debt, including indebtedness under the Fortress Credit Agreement, the Adamantium Bonds, the Adamantium Loan Agreement, and the Senior PCGH Reg D/Reg A Bonds;
		• be effectively subordinated to any of the Issuer’s existing or future secured indebtedness and other obligations, including under the Fortress Credit Agreement and the Adamantium Loan Agreement, to the extent of the value of the assets securing such indebtedness; and
		• be structurally subordinated to all of the existing and future liabilities (including trade payables) of each of the Issuer’s subsidiaries, including Adamantium Capital, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of the Issuer (“Adamantium”).
		As of June 30, 2024, we had $628.5 million of indebtedness outstanding, including $103.4 million of secured indebtedness outstanding, primarily consisting of (i) $30.0 million aggregate principal amount outstanding under our $30.0 million revolving credit loan with Amarillo National Bank, a national banking association (“ANB”), pursuant to the ANB Credit Agreement, which is secured by a senior security interest in all of the assets of the Issuer and its subsidiaries, and (ii) $73.4 million aggregate principal amount outstanding under the Adamantium Loan Agreement, which provides for up to $200.0 million in aggregate principal amount of borrowings in one or more advances and is secured by mortgages

on certain of our properties, which mortgages are junior to the security interest of the Fortress Credit Agreement and other existing and future senior secured indebtedness. Borrowings under the Adamantium Loan Agreement correspond to the receipt by Adamantium of proceeds from any Adamantium Bonds issued. On August 12, 2024, the Issuer entered into that certain Amended and Restated Senior Secured Credit Agreement, (the “Fortress Credit Agreement”) with PhoenixOp, as borrower, each of the lenders from time to time party thereto, and Fortress Credit Corp. (“Fortress”), as administrative agent for the lenders, which consists of a $100.0 million term loan borrowed in full on August 12, 2024 and a $35.0 million delayed draw term loan facility, which was fully drawn in October 2024, each of which is secured by a senior security interest in substantially all of the assets of the Issuer and its subsidiaries. A portion of the proceeds from the term loan were used to repay in full our indebtedness under the ANB Credit Agreement. As of the date of this prospectus, we have approximately $135.0 million of indebtedness outstanding under the Fortress Credit Agreement. The Fortress Credit Agreement and the Adamantium Loan Agreement will constitute Senior Debt and will rank contractually senior to the Notes. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Indebtedness—Adamantium Bonds and Adamantium Loan Agreement” for more information regarding the Adamantium Loan Agreement. As of June 30, 2024, we had $73.4 million aggregate principal amount outstanding of Adamantium Bonds pursuant to an offering under Rule 506(c) of Regulation D under the Securities Act (“Regulation D”) that commenced in September 2023 with maturity dates ranging from five to eleven years from the issue date and interest rates ranging from 13.0% to 15.5% per annum. Between July 1, 2024 and August 31, 2024, we issued an additional $24.6 million of Adamantium Bonds (and borrowed a corresponding amount under the Adamantium Loan Agreement), with maturities ranging from July 10, 2029 to August 10, 2035 and interest rates between 13.0% and 16.0%. The Adamantium Bonds will be structurally senior to the Notes to the extent of the value of Adamantium’s assets, including the collateral securing the Adamantium Loan Agreement. Adamantium may, but is not guaranteed to, issue $200.0 million in aggregate principal amount of Adamantium Bonds to fund advances to the Issuer and PhoenixOp pursuant to the Adamantium Loan Agreement. The Adamantium Bonds will also constitute Senior Debt and will rank contractually senior to the Notes. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Indebtedness—Adamantium Bonds and Adamantium Loan Agreement” for more information regarding the Adamantium Bonds. As of June 30, 2024, the Issuer had $518.2 million aggregate principal amount outstanding of bonds issued pursuant to Regulation D or Regulation A, consisting of: (i) $1.3 million aggregate principal amount outstanding of unsecured bonds offered and sold pursuant to an offering under Rule 506(b) of Regulation D that commenced in July 2020 and terminated in September 2020, with maturity dates ranging from one to four years from the issue date and interest rates ranging from 6.5% to 15.0% per annum (the “2020 506(b) Bonds”); (ii) $3.3 million aggregate principal amount outstanding of unsecured bonds offered and sold pursuant to an offering under Rule 506(c) of Regulation D that commenced in October 2020 and terminated in December 2021, with maturity dates ranging from one year to four years from the issue date and interest rates ranging from 6.5% to 15.0% per annum (the “2020 506(c) Bonds”); (iii) $11.4 million aggregate principal amount outstanding of unsecured bonds offered and sold pursuant to an offering under Rule 506(c) of Regulation D that commenced in July 2022 and terminated in December 2022, with a maturity date of five years from the issue date and an interest rate of 11.0% per annum (the “July 2022 506(c) Bonds” and, together with the 2020 506(b) Bonds and the 2020 506(c) Bonds, the “Senior Reg D Bonds”); (iv) $95.7 million aggregate principal amount outstanding of Series AAA through Series D-1 Bonds offered and sold pursuant to an offering under Rule 506(c) of Regulation D that commenced in December 2022 and terminated in August 2023, with maturity dates ranging from nine months to seven years from the issue date and interest rates ranging from 8.0% to 12.0% per annum (the “December 2022 506(c) Bonds”); (v) $297.0 million aggregate principal

		amount outstanding of Series U through Series Z-1 Bonds offered pursuant to an offering under Rule 506(c) of Regulation D that commenced in August 2023 and are being offered on a continuous basis, with maturity dates ranging from one to eleven years from the issue date and interest rates ranging from 9.0% to 13.0% per annum (together with Series AA through Series JJ-1 Bonds being offered under the same offering, since August 2024, with maturity dates ranging from one to eleven years from the issue date and interest rates ranging from 9.0% to 14.0% per annum, the “August 2023 506(c) Bonds” and, together with the December 2022 506(c) Bonds, the “Subordinated Reg D Bonds” and, together with the Senior Reg D Bonds, the “Reg D Bonds”); and (vi) $109.4 million aggregate principal amount outstanding of unsecured bonds offered and sold to date pursuant to an offering under Regulation A, which commenced in December 2021 and are being offered on a continuous basis, with a term of three years and an interest rate of 9.0% per annum (the “Reg A Bonds” and, collectively with the Reg D Bonds, the “PCGH Reg D/Reg A Bonds”). Between July 1, 2024 and August 31, 2024, we issued an additional $63.9 million of August 2023 506(c) Bonds with maturities ranging from June 10, 2025 to August 10, 2035 and interest rates between 9.0% and 14.0% and an additional $0.4 million of Reg A Bonds. The PCGH Reg D/Reg A Bonds that are not Subordinated Reg D Bonds (the “Senior PCGH Reg D/Reg A Bonds”) will constitute Senior Debt and will be contractually senior to the Notes. The Subordinated Reg D Bonds are contractually subordinated to the Senior PCGH Reg D/Reg A Bonds and will be contractually subordinated to the Notes. As of August 31, 2024, we had approximately $325.2 million of indebtedness that will rank contractually senior to the Notes.
		See “Prospectus Summary—Company Structure” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Indebtedness” for more information regarding our outstanding debt for borrowed money. See “Risk Factors—Risks Related to the Notes and this Offering—Your right to receive payment under the Notes is contractually subordinated to Senior Debt,” “Risk Factors—Risks Related to the Notes and this Offering—The Notes are the Issuer’s obligations alone, and will be structurally subordinated to all obligations of the Issuer’s existing and future subsidiaries,” and “Description of Notes—Ranking.”
Further Issuances		The Indenture will not limit the amount of other indebtedness that we or our subsidiaries may incur. Such indebtedness may be secured indebtedness, be Senior Debt, or otherwise rank senior to the Notes. We reserve the right, from time to time and without the consent of any holders of the Notes, to re-open any series of the Notes on terms identical in all respects to the outstanding Notes of such series (except for the date of issuance, the date interest begins to accrue, and, in certain circumstances, the first interest payment date), so that such additional Notes will be consolidated with, form a single series with, and increase the aggregate principal amount of the Notes of such series. See “Risk Factors—Risks Related to the Notes and this Offering.”
Optional Redemption		The Notes will be redeemable at our option, in whole or in part, at any time and from time to time, at a redemption price equal to the principal amount of such Notes, plus accrued and unpaid interest, if any, to, but excluding, the date of the redemption. See “Description of Notes—Optional Redemption.”
Mandatory Redemption		A holder may require us, at any time and from time to time prior to maturity, to redeem its Notes at a price equal to 95% of the aggregate principal amount of such Notes plus accrued and unpaid interest to, but excluding, the date of redemption, subject to certain exceptions and to an annual cap on all such redemptions of 10% of the aggregate principal amount of all Notes issued and then outstanding. We may not, however, be able to pay you the required price for Notes you present to us the time of a mandatory redemption because: • we may not have enough funds at that time; or • the terms of our indebtedness may prevent us from making such payment. See “Risk Factors—Risks Related to the Notes and this Offering—Holders of Notes will have a limited right to require us to redeem their notes, and we may not be able to repurchase such Notes when requested.” We will not otherwise be required to make any mandatory redemption or sinking fund payments with respect to the Notes. We will also not be required to offer to purchase any Notes with the proceeds of asset sales, in the event of a change of control, or otherwise. See “Risk Factors—Risks Related to the Notes and this Offering” and “Description of Notes—Mandatory Redemption; Repurchase at the Option of the Holders.”
Covenants		We will issue the Notes under the Indenture, which will contain a covenant limiting our ability to sell all or substantially all of our assets or merge or consolidate with or into other companies. This covenant is subject to a number of important limitations and exceptions, and in many circumstances may not significantly restrict our or our subsidiaries’ ability to take the actions described above. For more details, see “Description of Notes—Covenants.”

		The terms of the Notes and the Indenture do not otherwise contain financial maintenance covenants or covenants that limit the ability of the Issuer or any of its subsidiaries or affiliates to take actions that may negatively impact your investment, such as incurring indebtedness; paying dividends or making other distributions in respect of, or repurchasing or redeeming, capital stock; prepaying, redeeming, or repurchasing indebtedness; issuing preferred stock or similar equity securities; making loans and investments; selling or otherwise disposing of assets; incurring liens; entering into transactions with affiliates; or entering into agreements restricting subsidiaries’ ability to pay dividends. See “Risk Factors—Risks Related to the Notes and this Offering.”
Events of Default		Under certain circumstances set forth in the Indenture, in connection with an “Event of Default” (as defined below), our obligations under the Notes may be accelerated. Subject to certain exceptions, an Event of Default under the Indenture will constitute (1) a continuing default in the payment of principal or interest on the Notes that is not cured for 60 days, (2) a continuing failure to comply in any material respect with other provisions of the Notes or the Indenture if such failure is not cured or waived within 120 days after receipt of notice, or (3) certain events of bankruptcy or insolvency. See “Description of Notes—Events of Default” for more information.
Use of Proceeds		We estimate that the net proceeds we will receive from this offering will be approximately $735.3 million if we issue and sell the $750.0 million aggregate principal amount of Notes offered pursuant to this prospectus.
		We plan to use substantially all of the net proceeds from this offering (i) to make investments in PhoenixOp or to otherwise finance potential drilling and exploration operations, (ii) to purchase mineral rights and non-operated working interests, as well as for additional asset acquisitions, and (iii) for other working capital needs. See “Use of Proceeds” for additional information.
Form and Denomination		The Notes will be issued in registered form only, on the books and records of the Issuer, in minimum denominations of $1,000.
Absence of a Public Market		The Notes will be a new issue of securities for which there is currently no established public trading market or trading platform. The Notes will not be listed on any securities exchange or automated quotation system. Accordingly, there can be no assurance as to the development of a trading platform, or the development or liquidity of any market, for the Notes. Therefore, you must be prepared to hold your Notes to maturity.
Plan of Distribution		This offering is being conducted directly by us, without any underwriter or placement agent. The Notes are offered continuously and we intend to close sales of Notes on a weekly basis as described in the section of this prospectus entitled “Plan of Distribution.”
		We have engaged Dalmore Group to perform administrative and compliance-related functions in connection with this offering. See “Plan of Distribution” for more information, including regarding additional fees and expenses of Dalmore Group related to this offering.

THE OFFERING

The following summary describes the principal terms of the Notes and the Indenture and is not intended to be complete. It does not contain all information that may be important to you. Some of the terms and conditions described below are subject to important limitations and exceptions. For a more complete understanding of the Notes and the Indenture, see the section of this prospectus entitled “Description of Notes.” In this summary, the terms “we,” “us,” and “our” each refer to the Issuer and its consolidated subsidiaries; provided, however, that references to “we,” “us,” and “our” pertaining to references to rights and obligations under the Notes and the Indenture do not include the Issuer’s subsidiaries. Certain descriptions herein of provisions of the Notes and the Indenture are summaries of such provisions and are qualified herein by reference to the Notes and the Indenture, forms of which are filed as exhibits to the registration statement of which this prospectus forms a part.

Issuer

Phoenix Energy One, LLC, a Delaware limited liability company.

Notes Offered

We are offering $100,000,000 in aggregate principal amount of Senior Subordinated Junior Lien Notes, marketed and sold as “Phoenix Flex Junior Secured Notes^TM,” comprising the following


Set Put Interval	Interest Payment Method	Interest Rate			Aggregate Principal Amount
3 Months	Cash Interest		6.00	%	$	8,000,000
3 Months	Compound Interest		6.00	%	$	12,000,000
6 Months	Cash Interest		6.25	%	$	8,000,000
6 Months	Compound Interest		6.25	%	$	12,000,000
9 Months	Cash Interest		6.50	%	$	5,000,000
9 Months	Compound Interest		6.50	%	$	5,000,000
12 Months	Cash Interest		6.75	%	$	15,000,000
12 Months	Compound Interest		6.75	%	$	15,000,000
18 Months	Cash Interest		7.00	%	$	10,000,000
18 Months	Compound Interest		7.00	%	$	10,000,000

Minimum Purchase Amount

The Minimum Purchase Amount is $1,000 aggregate principal amount of Notes. An available Set Put Interval, interest payment method, and related interest rate will be selected by you when you make your investment.

Maturity

The Notes offered hereby will mature ten years from the date of initial issuance of such Notes.

Interest Payment

Interest will accrue on the Notes at the rates set forth above for each Set Put Interval and interest payment method. Interest on the Cash Interest Notes will accrue on the basis of a 360-day year consisting of twelve 30-day months and will be payable, in cash, monthly in arrears on the tenth day of each month or, if such day is not a Business Day, the immediately preceding Business Day. Interest on the Compound Interest Notes will accrue and compound daily on the basis of a 365-day year and actual days elapsed, and will be paid by compounding such interest daily from and including the date of initial issuance. See “Description of Notes—General” and “Description of Notes—Terms of the Notes.”

Financial Suitability		Investors must generally satisfy minimum financial suitability standards and maximum investment limits. Before purchasing Notes, each investor must represent and warrant that such investor meets the applicable minimum financial suitability standards and maximum investment limits and resides in an approved state. See “Plan of Distribution—Financial Suitability Requirements.” We will post on our website any special suitability standards or other conditions applicable to purchases of Notes in certain states that are not otherwise set forth in this prospectus as amended or supplemented from time to time.
Trustee		UMB Bank, N.A.
Registrar and Paying Agent		The Issuer will initially act as registrar and paying agent for the Notes.
Governing Law		The Indenture and the Notes will be governed by the laws of the State of New York.
Material Tax Considerations; Original Issue Discount		You should consult your tax advisors concerning the U.S. federal income tax consequences of investing in Notes in light of your own specific situation, as well as consequences arising under the laws of any other taxing jurisdiction.
		The Compound Interest Notes will (and Cash Interest Notes may) be treated as having been issued with original issue discount (“OID”) for U.S. federal income tax purposes. In the event a Note is issued with OID, a U.S. holder of such Note generally will be required to include OID in gross income (as ordinary income) on an annual basis under a constant yield accrual method, regardless of such U.S. holder’s regular method of accounting for U.S. federal income tax purposes. For more information, see “Certain Material U.S. Federal Income Tax Considerations.”
Risk Factors		Investing in the Notes involves significant risks. You should carefully read and consider the information beginning on page 19 of this prospectus under the heading “Risk Factors” and all other information in this prospectus or any amendment or supplement to this prospectus before deciding to invest in the Notes.

Guarantors

The Notes will not be guaranteed by any of our subsidiaries, parent entities, or other affiliates.

Security

The Notes will be secured on a junior basis, equally and ratably with all of the Issuer’s parity lien indebtedness, by the Collateral, subject to certain limitations and exceptions and Permitted Liens. The Collateral will comprise mortgages on certain of the Issuer’s properties, as determined by the Issuer in its sole discretion, which mortgages will be junior to the security interest under the Fortress Credit Agreement and any other senior-priority secured indebtedness, and any other assets the Issuer elects to provide as collateral for the Notes. The Indenture will provide that the aggregate outstanding principal amount of Notes may not exceed 100% of the aggregate total discounted present value of the junior mortgages serving as Collateral thereunder, after deducting any allocable amount securing any of the Issuer’s outstanding senior-priority secured indebtedness and after adding the net value of any other Collateral (the “Loan-to-Value Ratio”). The value of such Collateral will be determined in good faith by us on an annual basis, and as part of that analysis we will refer to, among other things, one or more reserve studies performed by a third-party retained by us, purchase prices for similar properties, any purchase offers we have recently received for such property or similar property, any other third-party valuation of the Collateral or any portion thereof, and the book value of such Collateral. In the event the aggregate principal amount of Notes exceeds the Loan-to-Value Ratio, the Issuer may cure such deficiency by either pledging additional Collateral or repaying a portion of the Notes until the Loan-to-Value Ratio is no longer exceeded. The Issuer may automatically and unconditionally add or release Collateral at its discretion, without the consent of or notice to the Trustee, the Collateral Agent, or the holders of the Notes, subject to compliance with the Loan-to-Value Ratio. See “Description of Notes—Security.”

The liens on the Collateral will be subject to the Intercreditor Agreement, which will set forth the relative rights of, and relationship among, the Trustee, the Collateral Agent, the holders of the Notes, and the First Lien Collateral Agent, the lenders under the Fortress Credit Agreement, and the applicable representative of the holders under any other future indebtedness secured by the Collateral in respect of the exercise of rights and remedies against the Issuer. See “Description of Notes—Security—Intercreditor Agreement.”

Ranking

The Notes will be the Issuer’s senior subordinated obligations and will:

•

be secured on a junior basis, equally and ratably with all parity lien indebtedness of the Issuer, by security interests in the Collateral, subject to certain limitations and exceptions and Permitted Liens;

•

rank contractually senior in right of payment to all of the Issuer’s existing and future indebtedness that is contractually subordinated to the Notes, including the Subordinated Reg D Bonds, which as of March 31, 2026 totaled $758.0 million;

~~SUMMARY~~• ~~HISTORICAL~~be ~~FINANCIAL~~effectively ~~AND~~senior ~~OTHER~~to ~~DATA~~any of the Issuer’s existing and future unsecured indebtedness and other obligations and indebtedness secured by liens junior to the liens securing the Notes, in each case, to the extent of the value of the Collateral, which as of March 31, 2026 totaled $890.0 million;

~~The~~• ~~following~~without ~~table~~giving ~~sets~~effect ~~forth~~to ~~our~~collateral ~~summary~~arrangements, ~~historical~~rank ~~financial~~equally ~~and~~in ~~other~~right ~~data as~~ of ~~the~~payment ~~dates~~with ~~and~~all ~~for the periods indicated. The balance sheet data as~~ of ~~December 31, 2023 and 2022 and~~ the ~~related statements of operations, members~~Issuer’s ~~equity,~~existing and ~~cash~~future ~~flows~~senior ~~data~~indebtedness ~~for~~(other ~~the~~than ~~years~~Senior ~~ended December 31~~Debt), ~~2023~~including ~~and 2022 have been derived from our audited consolidated financial statements included elsewhere in this prospectus. The balance sheet data as of June 30, 2024 and~~ the ~~related~~Registered ~~statements~~Unsecured ofNotes ~~operations, members’ equity,~~ and ~~cash flows data for~~ the ~~six-month~~Senior ~~periods~~Phoenix ~~ended June 30~~Bonds, ~~2024~~which and 2023 have been derived from our unaudited interim condensed consolidated financial statements included elsewhere in this prospectus. The unaudited interim condensed consolidated financial statements have been prepared on the same basis as ~~the audited consolidated financial statements and, in the opinion~~ of ~~our~~March ~~management~~31, ~~include~~2026 ~~all~~totaled ~~adjustments, consisting only of normal and recurring adjustments, necessary for a fair statement of the information set forth herein~~$132.0 Interim financial results are not necessarily indicative of results for the full year or any future reporting period. The summary historical financial and other data set forth below should be read in conjunction with the sections of this prospectus entitled “Risk Factors,” “Cautionary Statement Regarding Forward-Looking Statements,” “Capitalization,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as well as our consolidated financial statements and the related notes included elsewhere in this prospectus. million;

~~Consolidated~~• ~~Statements~~be effectively equal to all of ~~Operations~~the ~~Data:~~Issuer’s future senior indebtedness (other than Senior Debt) secured on the same priority basis as the Notes, of which there was none as of March 31, 2026;

	For the Six Months EndedJune 30,						For the Years EndedDecember 31,
	2024			2023			2023			2022
	(in thousands)						(in thousands)
Revenues
Mineral and royalty revenues	$	85,588		$	49,202		$	118,088		$	54,554
Product sales		33,990			318			—			—
Other revenue		932			—			17			—
Total revenues	$	120,510		$	49,520		$	118,105		$	54,554
Operating expenses
Cost of sales	$	22,927		$	7,963		$	19,733		$	9,573
Depreciation, depletion, amortization, and accretion		37,477			9,206			34,228			12,144
Advertising and marketing		17,318			19,352			36,696			5,350
Selling, general, and administrative		17,145			5,284			19,112			5,563
Payroll and payroll expenses		14,031			6,920			18,817			7,377
Impairment expense		564			—			974			—
Total operating expenses	$	109,462		$	48,725		$	129,560		$	40,007
Income (loss) from operations	$	11,048		$	795		$	(11,455	)	$	14,547
Other expenses
Interest income	$	55		$	—		$	66		$	—
Interest expense		(31,606	)		(12,131	)		(36,859	)		(10,970	)
Gain (loss) on financial derivatives		(86	)		44			(32	)		(2,239	)
Total other expenses	$	(31,637	)	$	(12,087	)	$	(36,825	)	$	(13,209	)
Net loss	$	(20,589	)	$	(11,292	)	$	(48,280	)	$	1,338

•

be contractually subordinated to any Senior Debt, including indebtedness under the Fortress Credit Agreement and the Adamantium Loan Agreement, which as of March 31, 2026 totaled $812.3 million;

~~Consolidated~~• ~~Statements~~be effectively subordinated to any of ~~Cash~~the ~~Flow~~Issuer’s ~~Data:~~existing and future indebtedness and other obligations that are secured by assets that do not constitute Collateral to the extent of the value of the assets securing such indebtedness or other obligations, including under the Fortress Credit Agreement and the Adamantium Loan Agreement, which as of March 31, 2026 totaled $812.3 million; and

	For the Six Months EndedJune 30,						For the Years EndedDecember 31,
	2024			2023			2023			2022
	(in thousands)						(in thousands)
Net cash provided by (used in):
Operating activities	$	23,334		$	(27,412	)	$	(47,342	)	$	13,291
Investing activities		(198,436	)		(118,846	)		(286,417	)		(100,832	)
Financing activities		173,753			146,012			334,580			91,788

•

be structurally subordinated to all of the existing and future liabilities (including trade payables) and preferred equity of each of the Issuer’s subsidiaries, including Adamantium.

As of March 31, 2026, we had approximately $148.7 million of indebtedness outstanding that is maturing within one year. We plan to repay our indebtedness with cash from operations, the proceeds of debt securities offerings, including August 2023 506(c) Bonds, Registered Unsecured Notes, the Notes offered hereby, and Adamantium Securities (and the corresponding proceeds under the Adamantium Loan Agreement), and other financing sources. See “Use of Proceeds.”

As of March 31, 2026, we had approximately $812.3 million of secured indebtedness outstanding, consisting of (i) $525.0 million aggregate principal amount outstanding under the Fortress Credit Agreement, which consists of a $100.0 million term loan, borrowed in full on August 12, 2024, a $35.0 million delayed draw term loan facility, borrowed in full on October 11, 2024, a $115.0 million term loan, borrowed in full on December 18, 2024, a $50.0 million term loan facility, of which $25.0 million was borrowed on April 16, 2025 and $25.0 million was borrowed on May 9, 2025, a $100.0 million term loan, borrowed in full on August 1, 2025, a $50.0 million term loan, borrowed on October 27, 2025, and a $75.0 million term loan, borrowed in full on February 12, 2026, each of which is secured by a

~~Other~~first-priority security interest in all of the assets of Phoenix Equity and its subsidiaries, and (ii) (A) $278.0 million aggregate principal amount outstanding under the Adamantium Loan Agreement, which provides for up to $609.3 million in aggregate principal amount of borrowings in one or more advances and is secured by mortgages on certain of our properties, which mortgages are junior to the security interest of the Fortress Credit Agreement and other existing and future senior secured indebtedness, and (B) without duplication, $9.3 million aggregate principal amount outstanding under the Adamantium Secured Note, which initially matures in November 2031, has an interest rate of 16.5% per annum, and is secured by Adamantium’s rights under the Adamantium Loan Agreement. Borrowings under the Adamantium Loan Agreement correspond to the receipt by Adamantium of proceeds from any Adamantium Securities issued. The Fortress Credit Agreement and the Adamantium Loan Agreement will constitute Senior Debt and will rank contractually senior to the Notes. The Adamantium Secured Note will not initially constitute Senior Debt but will be structurally senior to the Notes to the extent of the value of Adamantium’s assets, including the collateral securing the Adamantium Loan Agreement. See the sections of our Q1 Quarterly Report entitled “Management’s Discussion and Analysis of Financial Condition and ~~Operating~~Results ~~Data:~~of Operations—Liquidity and Capital Resources—Indebtedness—Fortress Credit Agreement” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Indebtedness—Adamantium Debt” for more information regarding the Fortress Credit Agreement, the Adamantium Loan Agreement, and the Adamantium Secured Note.

	For the Six MonthsEnded June 30,				For the Years EndedDecember 31,
	2024		2023		2023		2022
	(in thousands)				(in thousands)
EBITDA(1)	$	48,439	$	10,045	$	22,741	$	24,452
PV-10 (estimated proved developed reserves)(2)		408,500				289,809		189,885
PV-10 (estimated proved undeveloped reserves)(2)		392,747				257,472		—
PV-10 (estimated total proved reserves)(2)		801,247				547,281		189,885

As of March 31, 2026, we had $278.0 million aggregate principal amount outstanding of Adamantium Bonds pursuant to an offering under Rule 506(c) of Regulation D that commenced in September 2023 with maturity dates ranging from five to eleven years from the issue date and interest rates ranging from 13.0% to 16.0% per annum. Adamantium may, but is not guaranteed to, issue $600.0 million in aggregate principal amount of Adamantium Bonds to fund advances to the Issuer and PhoenixOp pursuant to the Adamantium Loan Agreement. The Adamantium Bonds will not initially constitute Senior Debt but will be structurally senior to the Notes to the extent of the value of Adamantium’s assets, including the collateral securing the Adamantium Loan Agreement. See the section of our Q1 Quarterly Report entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Indebtedness—Adamantium Debt” for more information regarding the Adamantium Bonds.

~~(1)~~As ~~EBITDA~~of ~~has~~March ~~important~~31, ~~limitations as an analytical tool because it excludes some but not all items that affect net income (loss)~~2026, ~~the~~we ~~most~~had ~~directly comparable GAAP measure~~$834.9 Inmillion ~~particular,~~aggregate ~~EBITDA~~principal ~~excludes~~amount ~~certain~~outstanding ~~material~~of ~~costs,~~bonds ~~such~~issued aspursuant ~~interest~~to ~~expense,~~Regulation ~~and certain non-cash charges~~D, ~~such~~Regulation ~~as depreciation~~A, ~~depletion,~~or ~~amortization,~~Section ~~and~~3(a)(9) ~~accretion~~or ~~expense,~~4(a)(2) ~~that have been necessary elements~~ of ~~our~~the ~~expenses.~~Securities ~~Because EBITDA does not account for these expenses~~Act, ~~its~~consisting ~~utility as a measure~~ of: ~~our~~(i) ~~operating performance has material limitations~~$7.6 ~~Other~~million ~~companies~~aggregate ~~may~~principal ~~not~~amount ~~publish~~outstanding ~~this or similar metrics, and our computation~~ of ~~EBITDA~~Senior ~~may~~Reg ~~differ~~D ~~from computations of similarly titled measures of other companies. Therefore~~Bonds, ~~our~~which ~~EBITDA~~were ~~should~~offered ~~be considered in addition to,~~ and ~~not~~sold aspursuant ~~a substitute for, in isolation from, or superior~~ to, our financial information prepared in accordance with GAAP, and should be read in conjunction with our consolidated financial statements and the related notes included elsewhere in this prospectus. See “Non-GAAP Financial Measures.”an

The following table includes a reconciliation of EBITDA to net income (loss), the most directly comparable financial measure calculated and presented in accordance with GAAP, for the periods presented:

	For the Six MonthsEnded June 30,						For the Years EndedDecember 31,
	2024			2023			2023			2022
	(in thousands)						(in thousands)
Net income (loss)	$	(20,589	)	$	(11,292	)	$	(48,280	)	$	1,338
Interest income		(55	)		—			(66	)		—
Interest expense		31,606			12,131			36,859			10,970
Depreciation, depletion, amortization, and accretion expense		37,477			9,206			34,228			12,144
EBITDA	$	48,439		$	10,045		$	22,741		$	22,452

(2) PV-10 differs from the standardized measure of discounted future net cash flows, which is the most directly comparable GAAP financial measure, because it is calculated on a pre-tax basis.

Because the Issuer is a limited liability company and has currently elected to be treated as a partnership for income tax purposes, the pro rata share of taxable income or loss is included in the individual income tax returns of members based on their percentage of ownership. Consequently, no provision for income taxes is made in our standardized measure of discounted future net cash flows, and so currently our PV-10 is identical to the standardized measure of discounted future net cash flows.

The following table includes a reconciliation of PV-10 to the standardized measure of discounted future net cash flows, the most directly comparable financial measure calculated and presented in accordance with GAAP, for the periods presented:

	For the Six MonthsEnded June 30,		For the Years EndedDecember 31,
	2024		2023		2022
	(in thousands)		(in thousands)
Estimated proved developed reserves:
Standardized measure of discounted future net cash flows	$	408,500	$	289,809	$	189,885
Discounted future income taxes		—		—		—
PV-10	$	408,500	$	289,809	$	189,885
Estimated proved undeveloped reserves:
Standardized measure of discounted future net cash flows	$	392,747	$	257,472		—
Discounted future income taxes		—		—		—
PV-10	$	392,747	$	257,472		—
Estimated total proved reserves:
Standardized measure of discounted future net cash flows	$	801,247	$	547,281	$	189,885
Discounted future income taxes		—		—		—
PV-10	$	801,247	$	547,281	$	189,885

~~Summary~~offering that commenced in July 2022 and terminated in December 2022, with a maturity date of ~~Reserve~~five years from the issue date and an interest rate of 11.0% per annum; (ii) $50.8 million aggregate principal amount outstanding of Series AAA through Series D-1 Bonds offered and sold pursuant to an offering under Rule 506(c) of Regulation D that commenced in December 2022 and terminated in August 2023, ~~Production~~with maturity dates ranging from three to seven years from the issue date and interest rates ranging from 10.0% to 12.0% per annum (the “December 2022 506(c) Bonds”); (iii) $707.2 million aggregate principal amount outstanding of Series U through Series JJ-1 Bonds offered pursuant to an offering under Rule 506(c) of Regulation D that commenced in August 2023 and are being offered on a continuous basis, with maturity dates ranging from one to eleven years from the issue date and ~~Operating~~interest ~~Data~~rates ranging from 9.0% to 14.0% per annum (the “August 2023 506(c) Bonds”); (iv) $33.8 million aggregate principal amount outstanding of Regulation A bonds offered and sold pursuant to an offering that commenced in December 2021 and terminated in December 2024, with a term of three years and an interest rate of 9.0% per annum; and (v) $35.5 million aggregate principal amount outstanding of Exchange Notes, with maturity dates of three, five, seven, or eleven years from the issue date and interest rates ranging from 9.0% to 12.0% per annum. The Senior Phoenix Bonds will not initially constitute Senior Debt and will rank equally in right of payment with the Notes, without giving effect to collateral arrangements. The Subordinated Reg D Bonds are contractually subordinated to the Senior Phoenix Bonds and will be contractually subordinated to the Notes.

~~Summary~~As of ~~Reserves~~March 31, 2026, we also had $55.1 million aggregate principal amount outstanding of Registered Unsecured Notes, with maturity dates ranging from three to eleven years from the issue date and interest rates ranging from 9.0% to 12.0% per annum. The Registered Unsecured Notes will not initially constitute Senior Debt and will rank equally in right of payment with the Notes, without giving effect to collateral arrangements.

In addition, as of March 31, 2026, we had approximately $67.6 million in liquidation preference of Series A Preferred Shares outstanding. The ~~following table~~Series ~~presents~~A ~~our~~Preferred ~~estimated~~Shares ~~proved~~rank senior to all classes of the Issuer’s equity interests and ~~probable~~are ~~oil,~~junior ~~natural~~to ~~gas~~all of the Issuer’s existing and future indebtedness. Holders of the Series A Preferred Shares are entitled to receive cumulative cash distributions based on the initial liquidation preference of $25.00 per share, accruing from the initial issuance date and ~~NGL~~payable ~~reserves~~quarterly in arrears, when, as and if declared by the Issuer’s board of directors, on January 15, April 15, July 15, and October 15 of each year. The annual distribution rate is 10.0% for the period from the issuance date to, but excluding, October 15, 2028, 10.5% for the period from October 15, 2028 to, but excluding, October 15, 2029, and 11.0% from and including October 15, 2029. In the event of our voluntary or involuntary liquidation, dissolution, or winding up, the ~~dates~~holders ~~indicated:~~of the Series A

	As of June 30,		As of December 31,
	2024(1)		2023(2)		2022(3)
Estimated proved developed reserves
Oil (Bbl)		10,495,620		7,124,194		3,691,722
Natural gas (Mcf)		17,509,123		12,250,285		7,624,212
Natural gas liquids (Bbl)		2,760,698		1,514,761		—
Total (Boe)(6:1)(4)		16,174,506		10,680,669		4,962,424
Estimated proved undeveloped reserves(3)
Oil (Bbl)		27,769,820		24,925,841		—
Natural gas (Mcf)		17,950,211		19,565,808		—
Natural gas liquids (Bbl)		6,378,587		6,648,747		—
Total (Boe)(6:1)(4)		37,140,108		34,835,556		—
Estimated proved reserves
Oil (Bbl)		38,265,440		32,050,035		3,691,722
Natural gas (Mcf)		35,459,334		31,816,093		7,624,212
Natural gas liquids (Bbl)		9,139,285		8,163,508		—
Total (Boe)(6:1)(4)		53,314,614		45,516,225		4,962,424
Percent proved developed		30%		23%		100%
Estimated probable undeveloped reserves
Oil (Bbl)		91,550,726		74,877,268		—
Natural gas (Mcf)		128,618,525		88,148,111		—
Natural gas liquids (Bbl)		—		—		—
Total (Boe)(6:1)(4)		112,987,147		89,574,620		—

~~(1)~~Preferred ~~Estimates~~Shares ofwill ~~reserves~~generally ofhave ~~oil~~the ~~and~~right ~~natural gas as of June 30, 2024 were prepared using an average price equal~~ to ~~the~~receive ~~unweighted arithmetic average of hydrocarbon prices received on a field-by-field basis on~~ the ~~first~~initial ~~day~~liquidation ofpreference ~~each month~~ of ~~the~~$25.00 12per ~~months~~Series ~~ended~~A ~~June~~Preferred 30Share, ~~2024,~~plus inany ~~accordance~~accumulated ~~with~~and ~~SEC~~unpaid ~~guidelines applicable to reserve estimates as of the end of such period~~distributions. The ~~unweighted~~Series ~~arithmetic~~A ~~average~~Preferred ~~first~~Shares ~~day~~are ofnot ~~the~~redeemable ~~month prices were $79.45 per Bbl for oil and $2.324 per MMBtu for natural gas~~ at ~~June~~the ~~30,~~option ~~2024. Estimates~~ of ~~reserves~~the ~~of NGL as of June 30~~holders, ~~2024~~but ~~were~~are ~~calculated~~redeemable ~~using~~at the ~~average~~Issuer’s ofoption, ~~realized~~in ~~wellhead~~whole ~~prices~~or ofin ~~such~~part, ~~reserves.~~at ~~The~~a ~~average~~cash ~~NGL~~redemption price ~~realized~~of ~~at June 30, 2024 was~~ $1727.6950 per ~~Bbl. Reserve estimates do not include any value for probable or possible reserves that may exist~~share, ~~nor~~plus ~~do they include~~ any ~~value~~accumulated ~~for~~and ~~unevaluated~~unpaid ~~undeveloped acreage~~distributions. ~~The~~See ~~reserve~~the ~~estimates~~section ~~represent~~of our ~~net~~Q1 ~~revenue~~Quarterly ~~interest~~Report inentitled ~~our~~“Management’s ~~properties.~~Discussion ~~Although~~and weAnalysis ~~believe~~of ~~these~~Financial ~~estimates~~Condition ~~are~~and ~~reasonable,~~Results ~~actual~~of ~~future~~Operations—Liquidity ~~production, cash flows, taxes, development expenditures, production costs~~ and ~~quantities~~Capital ofResources—Preferred ~~recoverable~~Equity” ~~oil~~for ~~and~~more ~~natural~~information ~~gas~~regarding ~~reserves~~the ~~may~~Series ~~vary~~A ~~substantially~~Preferred ~~from these estimates~~Shares.

~~(2)~~See ~~Estimates~~the ofsection ~~reserves~~ of ~~oil~~this ~~and~~prospectus ~~natural~~entitled ~~gas~~“Prospectus asSummary—Company ofStructure” ~~December~~and ~~31, 2023 were prepared using an average price equal to~~ the ~~unweighted~~section ~~arithmetic average~~ of ~~hydrocarbon~~our ~~prices~~Q1 ~~received~~Quarterly onReport aentitled ~~field-by-field~~“Management’s ~~basis~~Discussion onand ~~the~~Analysis ~~first~~of ~~day~~Financial ofCondition ~~each~~and ~~month~~Results of ~~the~~Operations—Liquidity 12and ~~months~~Capital ~~ended~~Resources—Indebtedness” ~~December~~for ~~31,~~more ~~2023,~~information inregarding ~~accordance~~our ~~with~~outstanding ~~SEC~~debt ~~guidelines~~for ~~applicable~~borrowed ~~to reserve estimates as of the end of such period~~money. ~~The~~See ~~unweighted~~“Risk ~~arithmetic~~Factors—Risks ~~average~~Related ~~first~~to ~~day of~~ the ~~month~~Notes ~~prices were $78.21 per Bbl for oil~~ and ~~$2.637~~this ~~per~~Offering—Your ~~MMBtu~~right ~~for~~to ~~natural~~receive ~~gas~~payment atunder ~~December~~the ~~31,~~Notes ~~2023.~~is ~~Estimates~~contractually ofsubordinated ~~reserves~~to ofSenior ~~NGL as of December 31~~Debt,” ~~2023~~“Risk ~~were~~Factors—Risks ~~calculated~~Related ~~using~~to the ~~average~~Notes ofand ~~realized~~this ~~wellhead prices of such reserves.~~ Offering—The ~~average~~Notes ~~NGL~~are ~~price~~the ~~realized~~Issuer’s atobligations ~~December~~alone ~~31,~~and ~~2023~~will ~~was~~be ~~$19.21~~structurally ~~per~~subordinated ~~Bbl.~~to ~~The~~all ~~reserve~~obligations ~~estimates~~of ~~represent~~the ~~our~~Issuer’s ~~net~~existing ~~revenue~~and ~~interest in our properties. Although we believe these estimates are reasonable, actual~~ future ~~production~~subsidiaries,” ~~cash flows, taxes, development expenditures, production costs,~~ and ~~quantities~~“Description of ~~recoverable oil and natural gas reserves may vary substantially from these estimates~~Notes—Ranking.”

~~(3)~~Further ~~Estimates~~Issuances ofThe ~~reserves~~Indenture ofwill ~~oil~~not ~~and~~limit ~~natural~~the ~~gas~~amount as of ~~December~~other ~~31,~~indebtedness ~~2022~~that ~~were~~we ~~prepared~~or ~~using~~our ansubsidiaries ~~average~~may ~~price~~incur. ~~equal~~Such toindebtedness ~~the~~may ~~unweighted~~be ~~arithmetic~~secured ~~average~~indebtedness, ofbe ~~hydrocarbon~~Senior ~~prices~~Debt, ~~received~~or onotherwise arank ~~field-by-field~~senior ~~basis~~to on the ~~first~~Notes. ~~day~~We ofreserve ~~each~~the ~~month~~right, offrom ~~the~~time 12to ~~months~~time ~~ended~~and ~~December~~without ~~31,~~the ~~2022,~~consent inof ~~accordance~~any ~~with~~holders ~~SEC~~of ~~guidelines~~the ~~applicable~~Notes, to ~~reserve~~re-open ~~estimates~~any asseries of the ~~end~~Notes ofon ~~such~~terms ~~period.~~identical ~~The~~in ~~unweighted~~all ~~arithmetic~~respects ~~average~~to ~~first day of~~ the ~~month~~outstanding ~~prices~~Notes ~~were~~of ~~$94.14~~such ~~per~~series ~~Bbl~~(except for ~~oil~~the ~~and~~date ~~$6.357~~of ~~per MMBtu for natural gas at December 31~~issuance, ~~2022.~~the Wedate ~~had~~interest nobegins ~~NGL~~to ~~reserves as December 31~~accrue, ~~2022~~ and, asin ~~such~~certain circumstances, nothe ~~NGL~~first ~~price~~interest ~~was~~payment ~~calculated as of December 31~~date), ~~2022.~~so ~~Reserve~~that ~~estimates~~such doadditional ~~not~~Notes ~~include~~will ~~any~~be ~~value~~consolidated ~~for~~with, ~~probable~~form ora ~~possible~~single ~~reserves~~series ~~that may exist~~with, ~~nor~~and doincrease ~~they~~the ~~include~~aggregate ~~any~~principal ~~value~~amount ~~for~~of ~~undeveloped~~the ~~acreage.~~Notes ~~The~~of ~~reserve~~such ~~estimates represent our net revenue interest in our properties~~series. ~~Although~~See we“Risk ~~believe~~Factors—Risks ~~these~~Related ~~estimates~~to ~~are~~the ~~reasonable,~~Notes ~~actual future production, cash flows, taxes, development expenditures, production costs,~~ and ~~quantities~~this ~~of recoverable oil and natural gas reserves may vary substantially from these estimates~~Offering.”

~~(4)~~Optional ~~Estimated~~Redemption ~~proved~~The ~~reserves~~Notes ~~are~~will ~~presented~~be onredeemable anat ~~oil-equivalent~~our ~~basis~~option, ~~using~~in awhole ~~conversion~~or ofin ~~six~~part, ~~Mcf~~at ~~per~~any ~~barrel~~time ~~of “oil equivalent.” This conversion is based on energy equivalence~~ and ~~not~~from ~~price~~time orto ~~value~~time, ~~equivalence.~~at If a redemption price ~~equivalent~~equal ~~conversion~~to ~~based on~~ the ~~12-month~~principal ~~average~~amount ~~prices~~of ~~for~~such ~~the~~Notes, 12plus ~~months~~accrued ~~ended~~and ~~June~~unpaid 30interest, ~~2024~~if ~~was used~~any, ~~the conversion factor would be approximately 34.2 Mcf per Bbl of oil. If a price equivalent conversion based on the 12-month average prices for the period ended December 31~~to, ~~2023~~but ~~was used~~excluding, the ~~conversion~~date ~~factor~~of ~~would~~the ~~be approximately 29~~redemption.7 ~~Mcf~~See ~~per~~“Description ~~Bbl~~ of ~~oil~~Notes—Optional Redemption.”

~~(5)~~Mandatory InRedemption ~~early~~Subject ~~2023,~~to wethe ~~established~~provisions ~~PhoenixOp~~described ~~with~~in “Description of Notes—Subordination,” from the ~~intention~~initial ~~that~~issuance ~~certain~~date ~~leasehold~~of ~~held~~such byNotes usuntil ~~would~~the beSet ~~developed~~Put byDate ~~PhoenixOp.~~immediately ~~PhoenixOp~~preceding ~~executed~~maturity of such Notes, a ~~contract~~holder ~~for~~may require us to redeem all or a ~~drilling~~portion ~~rig~~of ~~with~~such ~~Patterson-UTI~~holder’s ~~Drilling~~Notes ~~Company~~(subject to minimum denominations) on ~~June~~the ~~20,~~Wednesday ~~2023.~~on ~~This~~or ~~allowed~~immediately preceding the applicable Set Put Date for ~~previously~~such ~~unbooked~~Notes, ~~reserves~~beginning towith bethe ~~estimated~~first ~~and~~Set ~~booked~~Put asDate ~~proved~~for ~~undeveloped~~the inapplicable ~~accordance~~Set ~~with~~Put ~~SEC~~Interval ~~guidelines~~following ~~for~~the ~~reserves~~initial ~~categorization~~issuance ~~and~~of ~~estimation~~such ~~and~~Notes, inat ~~adherence~~a price equal to ~~the~~100% ~~five-year~~of ~~rule~~the asaggregate ~~set~~principal ~~forth~~amount byof ~~the~~such ~~SEC.~~Notes, plus

~~Select~~(i) ~~Production~~with respect to Compound Interest Notes, accrued and ~~Operating~~unpaid ~~Statistics~~interest thereon to, but excluding, such repayment date, or (ii) with respect to Cash Interest Notes, the amount of interest that would have accrued on such Notes from, and including, the most recent interest payment date to, but excluding, the applicable Set Put Date. A request for redemption on a Set Put Date must be given at least 30 calendar days but no more than 45 calendar days prior to the next succeeding Set Put Date. If the Issuer does not receive notice from a holder by such date, the Issuer will be under no obligation to redeem such holder’s Notes on the next succeeding Set Put Date and the Notes will remain outstanding.

~~The~~Subject ~~following~~to ~~table~~the ~~presents~~provisions ~~information~~described ~~regarding~~in ~~our~~“Description ~~production~~of Notes—Subordination,” a holder may require us, at any time and from time to time prior to maturity, to redeem its Notes at a price equal to 95% of ~~oil~~the aggregate principal amount of such Notes plus accrued and unpaid interest to, ~~natural~~but ~~gas~~excluding, the date of redemption, subject to certain exceptions and ~~NGL~~to an annual cap on all such redemptions of 10% of the aggregate principal amount of all Notes issued and then outstanding, subject to certain ~~price~~limitations. Each tranche of Registered Unsecured Notes, Reg D/Reg A Bonds, Exchange Notes, and ~~cost~~Adamantium ~~information~~Securities has a similar mandatory redemption right, and amounts redeemed under such debt will not count towards the 10% Limit under the Notes. Furthermore, the principal amount of any Notes requested for ~~each~~ redemption by, and redeemed from, our directors, our executive officers, or their respective family members during any calendar year will not be included in calculating the 10% Limit with respect to any other holders for such calendar year; however, such redemptions will be included in calculating the 10% Limit with respect to our directors, our executive officers, and their respective family members. Redemption requests for the Notes pursuant to this paragraph will be processed in the order they are received by the Issuer without regard to date of issuance or Set Put Interval of the ~~periods~~Notes ~~indicated:~~for which redemption has been requested. Except as set out in the preceding sentence with respect to redemption requests for the Notes relative to other redemption requests for the Notes, we intend to process redemption requests for any holder of our debt securities, regardless of which tranche of debt such holder holds, in the order in which such request is received, and do not intend to prioritize redemption requests under the Registered Unsecured Notes, the Reg D/Reg A Bonds, or the Adamantium Securities over redemption requests under the Notes, or vice versa; however, we are not obligated to do so and may, in the future, determine to honor redemption requests as among the tranches of our debt securities under different criteria, whether prioritizing near-term maturities, higher interest rates, specific interest payment methods, or otherwise. Any such determination will be made in our sole discretion. As a result, redemption requests for the Notes may receive lower priority as compared to redemption requests for our other debt securities.

	For the Six MonthsEnded June 30,				For the Years Ended December 31,
	2024		2023		2023		2022		2021
Production Data:
Bakken
Oil (Bbl)		1,145,551		400,771		943,930		360,604		108,664
Natural gas (Mcf)		819,713		644,822		1,123,859		522,523		241,475
Natural gas liquids (Bbl)		138,621		29,645		88,762		—		—
Total (Boe)(6:1)(1)		1,420,792		537,886		1,220,003		447,691		148,910
Average daily production (Boe/d)(6:1)		7,807		2,972		3,342		1,227		408
All Properties
Oil (Bbl)		1,570,516		583,956		1,446,928		523,416		203,532
Natural gas (Mcf)		1,500,220		1,064,532		2,152,939		1,058,506		452,293
Natural gas liquids (Bbl)		217,607		77,909		201,454		—		—
Total (Boe)(6:1)(1)		2,038,160		839,287		2,007,205		699,834		278,914
Average daily production (Boe/d)(6:1)		11,199		4,637		5,499		1,917		764
Average Realized Prices:
Bakken
Oil (Bbl)	$	73.90	$	74.38	$	71.43	$	80.67	$	62.91
Natural gas (Mcf)	$	2.19	$	4.04	$	3.47	$	3.77	$	1.63
Natural gas liquids (Bbl)	$	25.03	$	29.74	$	26.70	$	—	$	—
All Properties
Oil (Bbl)	$	70.84	$	74.45	$	73.10	$	91.01	$	67.46
Natural gas (Mcf)	$	1.91	$	3.87	$	3.15	$	6.66	$	2.77
Natural gas liquids (Bbl)	$	25.04	$	30.05	$	27.50	$	—	$	—
Average Unit Cost per Boe (6:1):
All Properties
Operating costs, production and ad valorem taxes	$	12.97	$	15.65	$	16.18	$	19.89	$	13.18
Operating costs excluding taxes	$	8.36	$	6.37	$	10.86	$	12.58	$	6.02
Percentage of revenue		21.2%		11.1%		16.7%		21.9%		19.5%

(1) “Btu-equivalent” production volumes are presented on an oil-equivalent basis using a conversion factor of six Mcf of natural gas per barrel of “oil equivalent,” which is based on approximate energy equivalency and does not reflect the price or value relationship between oil and natural gas.

~~RISK~~We ~~FACTORS~~also may not be able to pay you the required price for Notes you present to us at the time of a mandatory redemption because:

~~Investing~~• in the Notes involves significant risks. Before making an investment decision, you should carefully consider the specific risk factors set forth below, together with the other information included elsewhere in this prospectus. If any of the risks discussed in this prospectus occur, our business, prospects, liquidity, financial condition, and results of operations could be materially impaired, in which case we may benot ~~unable~~have toenough ~~pay~~funds ~~the~~at ~~principal~~that ~~of,~~time; ~~and interest on, the Notes and you could lose all~~ or part of your investment. Some statements in this prospectus, including statements in the following risk factors, constitute forward-looking statements. See “Cautionary Statement Regarding Forward-Looking Statements.”

~~Risks~~• ~~Related~~the toterms ~~Our~~of ~~Business~~our ~~and~~indebtedness ~~Operations~~may prevent us from making such payment.

~~The businesses~~See of“Risk ~~direct~~Factors—Risks ~~drilling~~Related to the Notes and ~~extraction~~this ofOffering—Your ~~minerals~~right ~~and~~to ~~acquisition~~receive ofpayment ~~mineral~~under ~~rights~~the ~~are~~Notes ~~highly~~is ~~competitive.~~contractually Ifsubordinated weto ~~are~~Senior ~~unable~~Debt” and “Risk Factors—Risks Related to ~~successfully~~the ~~compete~~Notes ~~within~~and ~~these~~this ~~businesses~~Offering—Holders ~~through~~of ~~our~~Notes ~~direct~~will ~~drilling~~have ~~operations~~a ~~conducted~~limited byright ~~PhoenixOp~~to require us to redeem their Notes, and we may not be able to ~~identify~~repurchase ~~and~~such ~~purchase~~Notes ~~attractive~~when ~~assets and successfully operate our properties~~requested. ”

~~The~~We ~~key~~will ~~areas~~not otherwise be required to make any mandatory redemption or sinking fund payments with respect to the Notes. We will also not be required to offer to purchase any Notes with the proceeds of asset sales, in ~~which~~the weevent ~~face competition~~of ~~include:~~a change of control, or otherwise. See “Risk Factors—Risks Related to the Notes and this Offering” and “Description of Notes—Mandatory Redemption; Repurchase at the Option of the Holders.”

•Covenants ~~acquisition~~We will issue the Notes under the Indenture, which will contain a covenant limiting our ability to sell all or substantially all of ~~commercially~~our ~~viable~~assets ~~mineral~~or ~~deposits~~merge ~~offered~~or ~~for~~consolidate ~~sale~~with byor into other companies; and a covenant requiring us to maintain the Loan-to-Value Ratio. These covenants are subject to a number of important limitations and exceptions, and in many circumstances may not significantly restrict our or our subsidiaries’ ability to take the actions described above or any actions that might result in the Loan-to-Value Ratio being breached. For more details, see “Description of Notes—Covenants.”

•The ~~access~~terms of the Notes and the Indenture do not otherwise contain financial maintenance covenants or covenants that limit the ability of the Issuer or any of its subsidiaries or affiliates to take actions that may negatively impact your investment, such as incurring indebtedness; paying dividends or making other distributions in respect of, or repurchasing or redeeming, capital ~~for~~stock; ~~financing~~prepaying, redeeming, or repurchasing indebtedness; issuing preferred stock or similar equity securities; making loans and ~~operational~~investments; ~~purposes~~selling or otherwise disposing of assets; incurring liens; entering into transactions with affiliates; or entering into agreements restricting subsidiaries’ ability to pay dividends. See “Risk Factors—Risks Related to the Notes and this Offering.”

•Events ~~hiring~~of ~~and~~Default ~~retention~~Under certain circumstances set forth in the Indenture, in connection with an “Event of ~~personnel~~Default” (as defined below), our obligations under the Notes may be accelerated. Subject to ~~successfully~~certain ~~operate~~exceptions, ~~drilling~~an ~~and~~Event ~~extraction~~of ~~activities~~Default under the Indenture will constitute (1) a continuing default in the payment of principal or interest on the Notes that is not cured for 60 days, ~~and~~(2) ~~qualified~~a ~~third-party~~continuing ~~operators~~failure to ~~assist~~comply in ~~production~~any ~~activities;~~material respect with other provisions of the Notes or the Indenture if such failure is not cured or waived within 120 days after receipt of notice, or

• purchasing, leasing, hiring, chartering, or other procuring of equipment by us and our third-party operators; and

• employment of qualified and experienced management and other mineral professionals.

Competition in our markets is intense and depends, among other things, on the number of competitors in the market, their financial resources, their degree of geological, geophysical, engineering, and management expertise and capabilities, their pricing policies, their ability to develop properties on time and on budget, their ability to select, acquire, and develop reserves, and their ability to foster and maintain relationships with the relevant authorities.

Our competitors include entities with greater technical, physical, and financial resources than we have. Furthermore, companies and certain private equity firms not previously investing in minerals and their extraction may choose to acquire reserves to establish a firm supply or simply as an investment. If we are unable to successfully compete in operating our wells or acquisition of attractive assets, we may not be able to achieve or maintain profitable operations.

The mineral rights investment business involves high-risk activities with many uncertainties.

Our and our operating partners’ activities relating to our mineral rights investment business are subject to many risks, including unanticipated problems relating to finding mineral rights assets and additional costs and expenses that may exceed current estimates. There can be no assurance that the expenditures we make in the exploration phase will result in the discovery of economic deposits of minerals, or that any investment we make in initially profitable assets will continue to be productive enough for associated revenues to be commercially viable. In addition, drilling and producing operations on the assets we invest in may be curtailed, delayed, or canceled by the operators of our properties as a result of various factors, including:

• declines in oil and natural gas prices;

• infrastructure limitations, such as gas gathering and processing constraints;

• the high cost, shortages, or delays in procurement of equipment, materials, and/or services;

• unexpected operational events, adverse weather conditions and natural disasters, facility or equipment malfunctions, and equipment failures or accidents;

• inability to obtain satisfactory title to the assets we acquire and other title-related issues;

•(3) ~~pipe~~certain events of bankruptcy or ~~cement~~insolvency. ~~failures~~See ~~and~~“Description ~~casing~~of ~~collapses;~~Notes—Events of Default” for more information.

•Use ~~lost~~of orProceeds ~~damaged~~We ~~oilfield~~estimate ~~development~~that the net proceeds we will receive from this offering will be approximately $98.0 million if we issue and ~~service~~sell ~~tools;~~the $100.0 million aggregate principal amount of Notes offered pursuant to this prospectus.

•We ~~compliance~~plan ~~with~~to ~~environmental~~use substantially all of the net proceeds from this offering (i) to make investments in PhoenixOp or to otherwise finance potential drilling and exploration operations, ~~health~~(ii) to purchase mineral rights and non-operated working interests, ~~safety~~as well as for additional asset acquisitions, and (iii) for other ~~governmental~~working ~~requirements;~~capital needs. See “Use of Proceeds” for additional information.

•Form ~~increases~~and Denomination The Notes will be issued in ~~severance~~registered ~~taxes;~~form only, on the books and records of the Issuer, in minimum denominations of $1,000.

•Transfer; ~~regulations,~~Absence ~~restrictions,~~of ~~moratoria~~a Public Market Notes will be transferable by a holder only with our prior written consent, which we may provide at our sole discretion and ~~bans~~determine on ~~hydraulic~~an ~~fracturing;~~ad hoc basis. See “Description of Notes—Transfer.” The Notes will be a new issue of securities for which there is currently no established public trading market or trading platform. The Notes will not be listed on any securities exchange or automated quotation system. Accordingly, there can be no assurance as to the development of a trading platform or the development or liquidity of any market for the Notes. Therefore, you must be prepared to hold your Notes to maturity.

•Plan ~~unusual~~of orDistribution ~~unexpected~~This ~~geological~~offering ~~formations~~is being conducted directly by us, ~~and~~without ~~pressure~~any underwriter or ~~irregularities~~placement agent. The Notes are offered continuously and we intend to close sales of Notes on a weekly basis as described in ~~formations;~~the section of this prospectus entitled “Plan of Distribution.”

•We ~~loss~~have engaged Crescent to perform administrative and compliance-related functions in connection with this offering. In connection with such functions, Crescent will receive the Broker-Dealer Fee, which fee could total $360,000 if all Notes offered hereby are issued and sold, and certain sales commissions, all of ~~drilling~~which ~~fluid~~will ~~circulation;~~be passed on to certain of our non-executive personnel who are licensed registered representatives of Crescent and which fees could total $445,000 if all Notes offered hereby are issued and sold. See “Plan of Distribution” for more information, including regarding additional fees and expenses of Crescent related to this offering.

•Financial ~~environmental~~Suitability ~~hazards~~Investors must generally satisfy minimum financial suitability standards. Before purchasing Notes, each investor must represent and warrant that such asinvestor ~~oil,~~meets ~~natural~~the ~~gas,~~applicable orminimum ~~well~~financial ~~fluids~~suitability ~~spills~~standards. orYou ~~releases,~~should ~~pipeline~~purchase orNotes ~~tank~~only ~~ruptures,~~if you have substantial financial means and ~~discharges~~you have no need for liquidity in your investment. See “Plan of ~~toxic~~Distribution—Financial ~~gases;~~Suitability Requirements.”

• fires, blowouts, craterings, and explosions;

• uncontrollable flows of oil, natural gas, or well fluids; and

• pipeline capacity curtailments.

In addition to causing curtailments, delays, and cancellations of drilling and producing operations, many of these events can cause substantial losses, including personal injury or loss of life, damage to or destruction of property, natural resources, and equipment, pollution, environmental contamination, loss of wells, regulatory penalties, and third-party claims. The insurance we maintain against various losses and liabilities arising from our operations does not cover all operational risks involved in our investments. Additionally, we may elect not to obtain insurance if we believe that the cost of available insurance is excessive relative to the perceived risks. Losses could therefore occur for uninsurable or uninsured risks or in amounts in excess of existing insurance coverage. The occurrence of an event that is not fully covered by insurance could have a material adverse impact on our business activities, financial condition, and results of operations.

We, through our investment in PhoenixOp and future assignment of oil and gas properties to PhoenixOp, conduct direct drilling and extraction activities. Such activities pose additional risks to us.

We, through the operations of PhoenixOp, face numerous risks relating to our drilling activities, including:

• failing to place a well bore in the desired target producing zone;

• not staying in the desired drilling zone while drilling horizontally through the formation;

• failing to run casing the entire length of the well bore; and

• not being able to run tools and other equipment consistently through the horizontal well bore.

Risks we may face while completing our wells include, but are not limited to:

• not being able to fracture stimulate the planned number of stages;

• failing to run tools the entire length of the well bore during completion operations;

• not successfully cleaning out the well bore after completion of the final fracture stimulation stage;

• increased seismicity in areas near our completion activities;

• unintended interference of completion activities performed by us or by third parties with nearby operated or non-operated wells being drilled, completed, or producing; and

• failure of our optimized completion techniques to yield expected levels of production.

Further, many factors may occur that cause us to curtail, delay, or cancel scheduled drilling and completion projects, including, but not limited to:

• abnormal pressure or irregularities in geological formations;

• shortages of or delays in obtaining equipment or qualified personnel;

• shortages of or delays in obtaining components used in fracture stimulation processes, such as water and proppants;

•Trustee ~~delays~~and ~~associated~~Collateral ~~with~~Agent ~~suspending~~Odyssey ~~our~~Transfer ~~operations~~and toTrust ~~accommodate nearby drilling or completion operations being conducted by other operators;~~Company.

•Registrar ~~mechanical~~and ~~difficulties,~~Paying ~~fires,~~Agent ~~explosions,~~The ~~equipment~~Issuer ~~failures,~~will orinitially ~~accidents,~~act ~~including~~as ~~ruptures~~registrar ofand ~~pipelines~~paying oragent ~~storage~~for ~~facilities,~~the ~~or train derailments;~~Notes.

•Governing ~~restrictions~~Law onThe Indenture and the ~~use~~Notes ofwill ~~underground~~be ~~injection~~governed ~~wells~~by ~~for~~the ~~disposing~~laws of ~~wastewater~~the ~~from~~State ~~oil~~of ~~and~~New ~~gas activities;~~York.

•Material ~~political~~Tax ~~events,~~Considerations; ~~public~~Original ~~protests,~~Issue ~~civil~~Discount ~~disturbances,~~For ~~terrorist~~a ~~acts~~summary of the material United States federal income tax considerations of investing in the Notes, orsee ~~cyber-attacks;~~“Certain Material U.S. Federal Income Tax Considerations.”

•You ~~decreases~~should consult your tax advisors concerning the U.S. federal income tax consequences of investing in, orNotes ~~extended~~in ~~periods~~light of ~~low~~your own specific situation, ~~crude~~as ~~oil~~well ~~and~~as ~~natural~~consequences ~~gas~~arising ~~prices;~~under the laws of any other taxing jurisdiction.

•The ~~title~~Compound ~~problems;~~Interest Notes will (and Cash Interest Notes may) be treated as having been issued with original issue discount (“OID”) for U.S. federal income tax purposes. In the event a Note is issued with OID, a U.S. holder of such Note generally will be required to include OID in gross income (as ordinary income) on an annual basis under a constant yield accrual method, regardless of such U.S. holder’s regular method of accounting for U.S. federal income tax purposes.

•Risk ~~environmental~~Factors ~~hazards,~~Investing ~~such~~in asthe ~~uncontrollable~~Notes ~~flows~~involves significant risks. You should carefully read and consider the information beginning on page 28 of ~~crude~~this ~~oil,~~prospectus ~~natural~~under ~~gas,~~the ~~brine,~~heading ~~well~~“Risk ~~fluids~~Factors,” ~~hydraulic~~the ~~fracturing~~section ~~fluids,~~of ~~toxic~~our ~~gas~~2025 Annual Report entitled “Risk Factors,” orand all other ~~pollutants~~information ~~into~~in ~~the~~this ~~environment,~~prospectus ~~including~~or ~~groundwater~~any amendment or supplement to this prospectus and ~~shoreline~~our ~~contamination;~~2025 Annual Report before deciding to invest in the Notes.

• adverse climatic conditions and natural disasters;

• spillage or mishandling of crude oil, natural gas, brine, well fluids, hydraulic fracturing fluids, toxic gas, or other pollutants by us or by third-party service providers;

• limitations in infrastructure, including transportation, processing, refining, and exportation capacity, or markets for crude oil and natural gas; and

• delays imposed by or resulting from compliance with regulatory requirements, including permitting.

As we expand our direct drilling and extraction activities the impact of these risks on our overall business will only grow more significant. See “— The businesses of direct drilling and extraction of minerals and acquisition of mineral rights are highly competitive. If we are unable to successfully compete within these businesses through our direct drilling operations conducted by PhoenixOp, we may not be able to identify and purchase attractive assets and successfully operate our properties,” “—Our business is sensitive to the price of oil and gas and declines in prices may adversely affect our financial position, financial results, cash flows, access to capital, and ability to grow,” “—Properties we acquire for our direct drilling and extraction operations, currently conducted through PhoenixOp, may not produce as projected, and we may be unable to determine reserve potential, identify liabilities associated with such properties, or obtain protection from sellers against such liabilities,” and “—Our development of successful operations relies extensively on our direct operations, through PhoenixOp and various third-party E&P operators, which could have a material adverse effect on our results of operations.”

We are not insured against all risks associated with our business. We and PhoenixOp may elect to not obtain insurance if we believe the cost of available insurance is excessive relative to the risks presented or for other reasons. In addition, some risks such as those stemming from certain environmental hazards are generally not fully insurable.

Losses and liabilities arising from any of the above events could reduce the value of our capital contributions to PhoenixOp, increase our need to provide additional capital to PhoenixOp, and otherwise harm our financial position, which could adversely affect us and our ability to pay our obligations under the Notes.

Our business is sensitive to the price of oil and gas and declines in prices may adversely affect our financial position, financial results, cash flows, access to capital, and ability to grow.

We are in the business of both drilling and extracting oil and gas minerals directly through our operations conducted by PhoenixOp, and purchasing mineral rights and non-operated working interests in land in the United States, including the rights to drill for oil and gas. The prices we receive for our oil and natural gas production heavily influence our revenue, operating results, profitability, access to capital, future rate of growth, and carrying value of our properties. Oil and natural gas are commodities and, therefore, their prices are subject to wide fluctuations in response to relatively minor changes in supply and demand, as well as costs and terms of transport to downstream markets.

Historically, the commodities markets have been volatile, and these markets will likely continue to be volatile in the future. A decline in oil and natural gas prices can have an adverse effect on the value of our interests in the land, which will materially and adversely affect our ability to generate cash flows and, in turn, our ability to make interest and principal payments on the Notes. The prices received for oil and natural gas produced on our land, and the levels of the production, depend on numerous factors beyond our control and include the following:

• changes in global supply and demand for oil and natural gas;

• the actions of the Organization of the Petroleum Exporting Countries (“OPEC”);

• political conditions, including embargoes, in or affecting other oil-producing activity;

• the level of global and domestic oil and natural gas exploration and production activity;

• the level of global and domestic oil and natural gas inventories;

• the level of consumer product demand;

• weather conditions;

• technological advances affecting energy consumption and energy supply;

• speculative trading in commodity markets, including expectations about future commodity prices;

• the proximity of our production operations to, and capacity, availability, and cost of, pipelines and other transportation and storage

• facilities, and other factors that result in differentials to benchmark prices;

• domestic, local, and foreign governmental regulation and taxes;

• fuel and energy conservation measures and technological advances affecting energy consumption; and

• the price and availability of alternative fuels.

These factors and the volatility of oil and natural gas prices make it extremely difficult to predict future crude oil, natural gas, and NGL price movements or to estimate the value of producing properties for acquisition and often cause disruption in the market for oil and natural gas producing properties, as buyers and sellers have difficulty agreeing on such value. Certain actions by OPEC and other oil producing nations in the first half of 2020, combined with the impact of the COVID-19 pandemic and a shortage in available storage for hydrocarbons in the United States, contributed to the historic low price for crude oil in April 2020. While the prices for crude oil have generally increased since then, such prices have historically remained volatile, which has adversely affected the prices at which production from our properties is sold, as well as the production activities of operators on our properties, and may continue to do so in the future. This, in turn, has and will materially affect the amount of royalty payments that we receive from our E&P operators. Price volatility also makes it difficult to budget for and project the return on acquisitions and development and exploitation projects.

Our revenues, operating results, profitability, and future rate of growth depend primarily on the prices of oil and, to a lesser extent, natural gas that we sell. Any substantial decline in the price of crude oil, natural gas, and NGL or prolonged period of low commodity prices will materially adversely affect our business, financial condition, results of operations, and cash flows. Further, a slowdown in the timing of oil or natural gas production, especially if in connection with a decline in prices, may reduce our ability to collect lease payments from leaseholders, which could limit our ability to make interest and principal payments on the Notes. Prices also affect the amount of cash flow available for capital expenditures and our ability to raise additional capital. In addition, we may need to record asset carrying value write-downs if prices fall. A significant decline in the prices of natural gas or oil could adversely affect our financial position, financial results, cash flows, access to capital, and ability to grow.

Since our formation in 2019, our business has grown considerably. Our limited operating history and the significant growth in operations and revenue we have experienced since then makes evaluation of our business and prospects difficult. Any growth that we experience in the future will require us to further expand our drilling and extraction activities and our acquisitions. There can be no assurance that growth in our revenue and operations will continue at a similar pace, or that we will be able to manage our growth effectively. Furthermore, the growth of our business places significant demands on our management, including managing increased numbers of personnel, properties, and business relations, such as our E&P operators. If we do not effectively manage the increased obligations brought by the growth of our operations, we may not be able to execute on our business plan, respond to competitive pressures, take advantage of market opportunities, or satisfy delivery requirements, which could have a material adverse effect on our business, financial condition, results of operations, and prospects.

In addition, we may encounter risks and difficulties experienced by companies whose performance is dependent upon newly acquired assets, such as failing to integrate, or realizing the expected benefits of, such assets. As a result of the foregoing, we may be less successful in achieving consistent results and continue the growth of our business, as compared with companies that have longer operating histories and a more stable size of operations. In addition, we may be less equipped to identify and address risks and hazards in the conduct of our business than those companies that have longer operating histories.

The acquisition and development of our properties, directly or through our E&P operators, will require substantial capital, and we and our E&P operators may be unable to obtain needed capital or financing on satisfactory terms or at all, including as a result of increases in the cost of capital resulting from Federal Reserve policies in the past few years and otherwise.

The oil and gas industry is capital-intensive. We make, and will continue to make, substantial capital expenditures in connection with the acquisition of mineral and royalty interests. To date, we have financed capital expenditures primarily with funding from capital contributions, cash generated by operations, borrowings under credit facilities, and issuances of debt securities.

In the future, we may need capital in excess of the amounts we retain in our business, borrow under our existing credit facilities, or through issuances of debt securities. There can be no assurance that we can increase the borrowing amount available under our existing credit facilities or continue to raise sufficient funds through our debt securities issuances.

~~Furthermore,~~SUMMARY weHISTORICAL ~~cannot~~FINANCIAL ~~assure~~AND ~~you~~OTHER ~~that~~DATA we will be able to access other external capital on terms favorable to us or at all. For example, a significant decline in prices for oil and natural gas, rising interest rates, inflationary pressure, and broader economic turmoil may adversely impact our ability to secure financing in the capital markets on favorable terms. Additionally, our ability to secure financing or access the capital markets could be adversely affected if financial institutions and institutional lenders elect not to provide funding for fossil fuel energy companies in connection with the adoption of sustainable lending initiatives or are required to adopt policies that have the effect of reducing the funding available to the fossil fuel sector. If we are unable to fund our capital requirements, we may be unable to complete acquisitions, take advantage of business opportunities, or respond to competitive pressures, any of which could have a material adverse effect on our results of operation and financial condition.

~~Most~~The offollowing table sets forth our ~~third-party~~summary ~~E&P~~historical ~~operators~~financial ~~are~~and ~~also~~other ~~dependent~~data onas of the ~~availability~~dates ofand ~~external~~for ~~debt,~~the ~~equity~~periods ~~financing~~indicated. ~~sources~~The balance sheet data as of December 31, 2025 and ~~operating~~ 2024 and the statements of operations and cash flows todata ~~maintain~~for ~~their~~the ~~drilling~~years ~~programs~~ended December 31, 2025, 2024, and 2023 have been derived from the audited consolidated financial statements included in our 2025 Annual Report. IfThe ~~those~~balance ~~financing~~sheet ~~sources~~data ~~are~~as of December 31, 2023 have been derived from our audited consolidated financial statements not ~~available~~included toor ~~such~~incorporated ~~E&P~~by ~~operators~~reference in this prospectus. The balance sheet data as of March 31, 2026 and the statements of operations and cash flows data for the three months ended March 31, 2026 and 2025 have been derived from the unaudited interim condensed consolidated financial statements included in our Q1 Quarterly Report. The unaudited interim condensed consolidated financial statements have been prepared on ~~favorable~~the ~~terms~~same orbasis atas the audited consolidated financial statements and, in the opinion of our management, include all adjustments, ~~then~~consisting weonly ~~expect~~of normal and recurring adjustments, necessary for a fair statement of the ~~development~~information set forth herein. Interim financial results are not necessarily indicative of ~~our~~results ~~properties~~for ~~would~~the befull ~~adversely~~year ~~affected~~or any future reporting period. IfThe summary historical financial and other data set forth below should be read in conjunction with the ~~development~~sections of this prospectus entitled “Risk Factors,” “Cautionary Statement Regarding Forward-Looking Statements,” and “Capitalization” and the sections of our ~~properties~~2025 isAnnual ~~adversely~~Report ~~affected~~and Q1 Quarterly Report entitled “Risk Factors,” ~~then~~“Cautionary ~~revenues~~Statement ~~from~~Regarding Forward-Looking Statements,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as well as our ~~mineral~~consolidated financial statements and ~~royalty~~the ~~interests~~related ~~may~~notes ~~decline~~included in our 2025 Annual Report and Q1 Quarterly Report.

~~Properties~~Consolidated weStatements ~~acquire~~of ~~for~~Operations ~~our~~Data: direct drilling and extraction operations, currently conducted through PhoenixOp, may not produce as projected, and we may be unable to determine reserve potential, identify liabilities associated with such properties, or obtain protection from sellers against such liabilities.

Acquiring oil and natural gas properties requires us to assess reservoir and infrastructure characteristics, including recoverable reserves, development and operating costs, and potential liabilities, including, but not limited to, environmental liabilities. Such assessments are inexact and inherently uncertain. For these reasons, the properties we acquire may not produce as projected. In connection with these assessments we perform a review of the subject properties, but such a review may not reveal all existing or potential problems. While conducting due diligence, we may not review every well, pipeline, or associated facility. We cannot necessarily observe structural and environmental problems, such as pipe corrosion or groundwater contamination, when a review is performed. We may be unable to obtain contractual indemnities from any seller for liabilities arising from or attributable to the period prior to our purchase of the property. As a result, we may be required to assume the risk of the physical condition of the properties in addition to the risk that the properties may not perform in accordance with our expectations.


	For the Three Months Ended March 31,						For the Years Ended December 31,
	2026			2025			2025			2024			2023
	(in thousands)
Revenues
Product sales	$	181,596		$	84,269		$	437,421		$	125,649		$	—
Mineral and royalty revenues		35,705			29,886			124,999			152,999			118,088
Purchased crude oil sales		77,084			—			113,421			—			—
Water services		4,197			1,503			10,777			2,478			—
Other revenue		98			89			562			101			17

Total revenues	$	298,680		$	115,747		$	687,180		$	281,227		$	118,105

Operating expenses
Cost of sales	$	56,092		$	27,083		$	155,206		$	63,947		$	19,733
Depreciation, depletion, and amortization		60,249			31,225			177,913			85,977			34,228
Purchased crude oil expenses		75,600			—			111,254			—			—
Selling, general, and administrative		4,345			9,514			26,049			29,167			14,314
Payroll and payroll-related		9,363			7,929			35,791			27,934			12,733
Advertising and marketing		369			320			1,971			679			4,136
Loss on sale of assets		—			—			—			564			—
Impairment expense		828			516			3,421			564			974

Total operating expenses	$	206,846		$	76,587		$	511,605		$	208,832		$	86,118

Income from operations	$	91,834		$	39,160		$	175,575		$	72,395		$	31,987

Other expenses
Interest income	$	213		$	689		$	1,653		$	705		$	66
Interest expense, net		(52,510	)		(35,849	)		(161,214	)		(90,210	)		(47,882	)
Gain (loss) on derivatives		(178,753	)		1,920			52,846			(5,986	)		(32	)
Loss on debt extinguishment		(903	)		(321	)		(2,752	)		(1,697	)		(328	)

Total other expenses	$	(231,953	)	$	(33,561	)	$	(109,467	)	$	(97,188	)	$	(48,176	)

Net income (loss)	$	(140,119	)	$	5,599		$	66,108		$	(24,793	)	$	(16,189	)

We may encounter obstacles to marketing our minerals, which could adversely impact our revenues and profits.

The marketability of our production will depend upon numerous factors beyond our control, including the availability and capacity of natural gas gathering systems, pipelines, and other transportation and processing facilities owned by third parties.

Fuel conservation measures, alternative fuel requirements, increasing consumer demand for alternatives to oil and natural gas, technological advances in fuel economy and energy generation devices, and the increased competitiveness of alternative energy sources could reduce demand for oil and natural gas. Additionally, the increased competitiveness of alternative energy sources (such as electric vehicles, wind, solar, geothermal, tidal, fuel cells, and biofuels) could reduce demand for oil and natural gas and, therefore, our revenues.

The marketing of our production can also be affected by U.S. federal and state regulation of oil and natural gas production and transportation. The availability of markets for our production is beyond our control. If market factors dramatically change, the impact on our revenues could be substantial and could adversely affect our ability to produce and market mineral deposits.

If we have difficulty selling the minerals we discover, our profits may decline, and we may not be able to purchase other assets.

AConsolidated ~~limited~~Balance ~~number~~Sheets ofData: ~~operators currently generate a significant portion of our revenue and accounts receivable, and we may not have contracts or agreements directly with such operators.~~

A large portion of our current mineral rights and lease holdings are serviced by a limited number of operators and, as a result, we generate a significant portion of our revenue and accounts receivable from a limited number of operators. For the six months ended June 30, 2024, 66% of our revenue was concentrated with seven operators, as compared to 52% with seven operators and 61% with four operators for the years ended December 31, 2023 and 2022, respectively. Similarly, as of June 30, 2024, we had concentrations in accounts receivable of 13% and 12% with two operators, as compared to 26% and 14% with two operators as of December 31, 2023 and 34% and 10% with two operators as of December 31, 2022. Our revenue and accounts receivable are generally derived from our diverse holdings of mineral rights and lease holdings and are generally not generated pursuant to agreements directly between us and the operators of the properties underlying our mineral rights and lease holdings. These interests generate revenue from the sale of crude oil and natural gas, which is paid monthly to us by various third-party oil and gas operators once any extracted crude oil and natural gas is delivered by such operators to purchasers. Those purchasers remit payment for production to the operators of the wells pursuant to sales agreements entered into among the purchasers and such operators, and the operators, in turn, remit payment to the owners in accordance with their ownership percentage in each well (or unit of wells). As is typical in the oil and gas industry, the third-party oil and gas operators generally remit payment to the interest owners pursuant to statute or orders from the oil and gas commission of the state in which the particular well (or unit of wells) is located. For example, the majority interest holders of a unit would petition to appoint a particular operator from the oil and gas commission of the state in which the unit is located (e.g., the Wyoming Oil and Gas Commission, North Dakota Industrial Commission, Texas Railroad Commission (the “Texas RRC”), Montana Board of Oil and Gas Conservation, and Utah Division of Oil, Gas and Mining, among others). If the request is granted by the commission, the operator would become the designated operator for the unit and would be required to remit payments to the interest holders of the unit pursuant to permits or pooling orders from such commission. While our revenue and accounts receivable relating to our mineral rights and lease holdings are derived from a significant number of different units that are subject to different leases and pooling orders from various state oil and gas commissions, the incapacity or loss of one of the operators that generate a significant portion of our revenue and accounts receivable could negatively impact our revenue and accounts receivable and could result in a reduction or delay in revenue generated from the related mineral rights and lease holdings while a replacement operator is selected and designated. Further, although typical in the oil and gas industry, as we do not always have contracts or agreements directly with these operators, we do not always determine or control the rights, payments, discounts, or other terms related to leases or the extraction and sale of assets from the properties underlying our mineral rights and lease holdings.


	As of March 31,			As of December 31,
	2026			2025		2024			2023
	(in thousands, except share amounts)
Cash and cash equivalents	$	70,173		$	65,791	$	120,814		$	5,428
Total current assets		181,675			173,588		156,714			64,284
Total property, plant, and equipment, net		1,786,009			1,606,236		865,845			423,668
Total assets		1,977,747			1,806,769		1,029,070			493,167
Total current liabilities		539,789			418,412		226,611			183,771
Long-term debt, net of current portion		1,393,555			1,235,713		795,215			295,167
Total liabilities		2,041,344			1,728,557		1,063,128			498,001
Total equity (deficit)		(63,597	)		78,212		(34,058	)		(4,834	)

~~Our~~Consolidated ~~development~~Statements of ~~successful~~Cash ~~operations~~Flows ~~relies~~Data: ~~extensively on our direct operations, through PhoenixOp and various third-party E&P operators, which could have a material adverse effect on our results of operations.~~

Our assets mainly consist of mineral and royalty interests. We utilize and will continue to utilize third-party E&P operators to perform the drilling and extraction operations on our assets to extract the natural resources we rely on to generate revenue. The success of our business operations depends on the timing of drilling activities and success of our direct operations and third-party E&P operators. For the six months ended June 30, 2024, we received revenue from over 100 E&P operators, with approximately 66% of our revenue coming from the top seven E&P operators, as compared to revenue from over 100 E&P operators, with approximately 52% of our revenue coming from the top seven E&P operators for the year ended December 31, 2023. If we or our E&P operators are not successful in the development, exploitation, production, and exploration activities relating to our ownership interests, or are unable or unwilling to perform, our financial condition and results of operation would be materially adversely affected.


	For the Three Months Ended March 31,						For the Years Ended December 31,
	2026			2025			2025			2024			2023
	(in thousands)
Net cash provided by (used in):
Operating activities	$	103,801		$	18,102		$	301,086		$	101,174		$	(1,023	)
Investing activities		(238,629	)		(182,384	)		(843,498	)		(437,703	)		(278,661	)
Financing activities		139,210			78,834			487,389			451,915			280,505

~~With~~Other ~~respect~~Financial to our investments in which we have a non-operated working interest, third-party E&P operators will make decisions in connection with their operations, which may not be in our best interests. We may have no ability to exercise influence over the operational decisions of our third-party E&P operators, including the setting of capital expenditure budgets and ~~drilling~~Operating locations and schedules. Dependence on our unaffiliated E&P operators could prevent us from realizing target returns for those locations. The success and timing of development activities by our operators will depend on several factors that are largely outside of our control, includingData: the capital costs required for drilling activities by our E&P operators, which could be significantly more than anticipated; the ability of our operators to access capital; prevailing mineral prices and other factors generally affecting the industry operating environment; the timing of capital expenditures; their expertise and financial resources; approval of other participants in drilling wells; selection of drilling technology; the availability of storage for hydrocarbons; and the rate of production of reserves, if any.


	For the Three Months Ended March 31,					For the Years Ended December 31,
	2026			2025		2025		2024		2023
	(in thousands)
PV-10 (estimated proved developed reserves)⁽¹⁾	$	1,479,560		$	751,363	$	1,094,359	$	644,098	$	289,809
PV-10 (estimated proved undeveloped reserves)⁽¹⁾		932,498			472,937		687,042		424,595		257,472
PV-10 (estimated total proved reserves)⁽¹⁾		2,412,058			1,224,300		1,781,401		1,068,693		547,281
EBITDA⁽²⁾		(27,573	)		71,984		403,582		150,689		65,855
Adjusted EBITDA⁽²⁾	$	130,216		$	69,161	$	355,293	$	158,207	$	65,887

(1)	PV-10 differs from the standardized measure of discounted future net cash flows, which is the most directly comparable U.S. GAAP financial measure, because it is calculated on a pre-tax basis.

Because the Issuer is a limited liability company and has currently elected to be treated as a partnership for income tax purposes, the pro rata share of taxable income or loss is included in the individual income tax returns of members based on their percentage of ownership. Consequently, no provision for income taxes is made in our standardized measure of discounted future net cash flows, and so currently our PV-10 is identical to the standardized measure of discounted future net cash flows.

~~Furthermore,~~The ~~our~~following ~~E&P~~table ~~operators~~includes ~~are~~a ~~dependent~~reconciliation ~~on various supplies and equipment, as well~~of asPV-10 ~~qualified~~to ~~personnel,~~the tostandardized ~~carry~~measure ~~out~~of ~~our~~discounted ~~extraction~~future ~~operations.~~net ~~Any~~cash ~~shortage~~flows, ~~unavailability, or increase in~~ the ~~cost~~most ofdirectly ~~such~~comparable ~~supplies,~~financial ~~personnel,~~measure ~~equipment,~~calculated and ~~parts~~presented ~~could~~in ~~have~~accordance awith ~~material~~GAAP, ~~adverse~~for ~~effect on their ability to carry out operations and therefore limit or increase~~ the ~~cost~~periods ofpresented: ~~production and, ultimately, our profitability.~~

The challenges and risks faced by our third-party E&P operators and contractors may be similar to or greater than our own, including with respect to their ability to service their debt, remain in compliance with their debt instruments, and, if necessary, access additional capital. Commodity prices and/or other conditions have in the past caused, and may in the future cause, mineral operators to file for bankruptcy. The insolvency of third-party E&P operators or contractors of any of our properties, their failure to adequately perform, or their breach of applicable agreements could reduce our production and revenue or result in our liability to governmental authorities for compliance with environmental, safety, and other regulatory requirements or to such operators’ suppliers and vendors. Finally, with regards to any third-party E&P operator, they may have the right, if another non-operator fails to pay its share of costs because of its insolvency or otherwise, to require us to pay its proportionate share of the defaulting party’s share of costs.


	For the Three Months Ended March 31,				For the Years Ended December 31,
	2026		2025		2025		2024		2023
	(in thousands)
Estimated proved developed reserves:
Standardized measure of discounted future net cash flows	$	1,479,560	$	751,363	$	1,094,359	$	644,098	$	289,809
Discounted future income taxes		—		—		—		—		—
PV-10	$	1,479,560	$	751,363	$	1,094,359	$	644,098	$	289,809
Estimated proved undeveloped reserves:
Standardized measure of discounted future net cash flows	$	932,498	$	472,937	$	687,042	$	424,595	$	257,472
Discounted future income taxes		—		—		—		—		—
PV-10	$	932,498	$	472,937	$	687,042	$	424,595	$	257,472
Estimated total proved reserves:
Standardized measure of discounted future net cash flows	$	2,412,058	$	1,224,300	$	1,781,401	$	1,068,693	$	547,281
Discounted future income taxes		—		—		—		—		—
PV-10	$	2,412,058	$	1,224,300	$	1,781,401	$	1,068,693	$	547,281

We(2) ~~rely~~Each onof ~~our~~EBITDA ~~E&P~~and ~~operators~~Adjusted EBITDA has important limitations as an analytical tool because it excludes some but not all items that affect net income (loss), ~~third~~the ~~parties~~most directly comparable GAAP measure. In particular, each of EBITDA and ~~government~~ ~~databases~~Adjusted EBITDA excludes certain material costs, such as interest expense, and certain non-cash charges, such as depreciation, depletion, and amortization expense, which have been necessary elements of our expenses. Adjusted EBITDA further excludes non-cash charges related to unsettled gains and losses on open commodity derivative contracts. Because each of EBITDA and Adjusted EBITDA does not account for ~~information~~these ~~regarding~~expenses and charges, its utility as a measure of our ~~assets~~operating performance has material limitations. Other companies may not publish this or similar metrics, and our computation of EBITDA and/or Adjusted EBITDA may differ from computations of similarly titled measures of other companies. Therefore, our EBITDA and Adjusted EBITDA should be considered in addition to, ~~the~~and ~~extent~~not ~~that~~as ~~information~~a issubstitute ~~incorrect~~for, ~~incomplete~~in isolation from, or ~~lost~~superior to, our financial information prepared in accordance with GAAP, and ~~operational~~should ~~information~~be read in conjunction with our consolidated financial statements and ~~projections~~the ~~may~~related benotes ~~incorrect~~included elsewhere in this prospectus. See “Non-GAAP Financial Measures.”

AsThe anfollowing ~~owner~~table ofincludes ~~mineral and royalty interests, we rely on the E&P operators of our properties to notify us and state regulators of information regarding production on our properties in~~ a ~~timely~~reconciliation ~~and complete manner, as well as the accuracy~~ of ~~information~~EBITDA ~~obtained from third parties~~ and ~~government~~Adjusted ~~databases.~~EBITDA ~~We use this information in conjunction with our specialized software~~ to ~~evaluate~~ ~~operations~~net ~~and~~income ~~cash flows~~(loss), ~~as well as to predict expected production and possible future locations. To~~ the ~~extent~~most wedirectly docomparable ~~not timely receive this information or the information is incomplete or incorrect, our~~ financial ~~and operational~~ ~~information~~measure ~~may~~calculated ~~be incorrect~~ and ~~our~~presented ~~ability to project potential growth may be materially adversely affected. Furthermore, to the extent we have to update any publicly disclosed results or projections made~~ in ~~reliance~~accordance onwith ~~this incorrect or incomplete information~~GAAP, ~~investors could lose confidence in our reported financial information. If any of such third-parties’ databases or systems were to fail~~ for any reason, including as a result of a cyber-attack, possible consequences include loss of communication links and inability to automatically process commercial transactions or engage in similar automated or computerized business activities. Any of the ~~foregoing~~periods ~~consequences~~presented: ~~could materially adversely affect our business.~~


	For the Three Months Ended March, 31,						For the Years Ended December 31,
	2026			2025			2025			2024			2023
	(in thousands)
Net income (loss)	$	(140,119	)	$	5,599		$	66,108		$	(24,793	)	$	(16,189	)
Interest income		(213	)		(689	)		(1,653	)		(705	)		(66	)
Interest expense		52,510			35,849			161,214			90,210			47,882
Depreciation, depletion, and amortization expense		60,249			31,225			177,913			85,977			34,228

EBITDA	$	(27,573	)	$	71,984		$	403,582		$	150,689		$	65,855

Unrealized gain (loss) on derivatives		157,789			(2,823	)		(48,289	)		7,518			32

Adjusted EBITDA	$	130,216		$	69,161		$	355,293		$	158,207		$	65,887

~~Our~~Summary ~~estimated~~of ~~mineral~~Reserve, ~~reserves~~Production, ~~quantities~~ and ~~future~~Operating ~~production~~Data rates are based on many assumptions that may prove to be inaccurate and they have not been verified by an independent third-party reserve engineering report. Any material inaccuracies in the reserves estimates or the underlying assumptions will materially affect the quantities and present value of our reserves.

ItSummary ~~is not possible to measure underground accumulation~~ of ~~crude~~Reserves oil, natural gas, or NGL in an exact way. Numerous uncertainties are inherent in estimating quantities of mineral reserves. The process of estimating mineral reserves is complex, requiring significant expertise, decisions, and assumptions in the evaluation of available geological, engineering, and economic data for each reservoir, including assumptions regarding future natural gas and oil prices, subsurface characterization, production levels, and operating and development costs. For example, our estimates of our reserves are based on the unweighted first-day-of-the-month arithmetic average commodity prices over the prior 12 months in accordance with SEC guidelines. Future prices received for production and costs may vary, perhaps significantly, from the prices and costs assumed for purposes of those estimates. Sustained lower prices will cause the 12-month unweighted arithmetic average of the first-day-of-the-month price for each of the 12 months preceding to decrease over time as the lower prices are reflected in the average price, which may result in the estimated quantities and present values of our reserves being reduced. To the extent that prices become depressed or decline materially from current levels, such conditions could render uneconomic a portion of our proved and probable reserves, and we may be required to write down our proved and probable reserves.

~~Additionally,~~The ~~we do not have an independent third-party~~following ~~reserve~~table ~~engineering~~presents ~~report that verifies~~ our ~~estimates~~estimated ofproved ~~mineral~~and ~~reserves~~probable ~~quantities.~~oil, Wenatural ~~rely on our own internal team to estimate our mineral reserves~~gas, ~~only employing third parties in limited capacities to assess the reasonableness~~ and ~~appropriateness~~ ofNGL ~~our approach and methodology to estimate our~~ reserves. ~~Lack~~as of aneach ~~independent third-party reserve engineering report means there is no independent complete analysis~~ of the ~~accuracy~~dates ofindicated: ~~mineral reserve estimates and their present value.~~

Furthermore, SEC rules require that, subject to limited exceptions, proved and probable undeveloped reserves may only be recorded if they relate to wells scheduled to be drilled within five years after the date of booking. This rule may limit our potential to record additional proved and probable undeveloped reserves as we pursue our drilling program through PhoenixOp. To the extent that prices become depressed or decline materially from current levels, such condition could render uneconomic a number of our identified drilling locations, and we may be required to write down our proved and probable undeveloped reserves if we do not drill those wells within the required five-year time frame or choose not to develop those wells at all.


	As of March 31,			As of December 31,
	2026⁽¹⁾⁽²⁾			2025⁽²⁾⁽³⁾			2024⁽²⁾⁽⁴⁾			2023⁽²⁾⁽⁵⁾
Estimated proved developed reserves
Oil (Bbl)		46,755,372			39,367,935			18,624,758			7,124,194
Natural gas (Mcf)		43,305,693			32,222,398			20,819,874			12,250,285
Natural gas liquids (Bbl)		11,234,663			6,882,740			2,848,355			1,514,761
Total (Boe)(6:1)⁽⁶⁾		65,207,650			51,621,074			24,943,092			10,680,669
Estimated proved undeveloped reserves
Oil (Bbl)		58,163,102			49,888,499			31,197,795			24,925,841
Natural gas (Mcf)		49,123,015			27,916,131			17,491,089			19,565,808
Natural gas liquids (Bbl)		13,195,144			7,451,608			4,753,257			6,648,747
Total (Boe)(6:1)⁽⁶⁾		79,545,415			61,992,797			38,866,234			34,835,556
Estimated proved reserves
Oil (Bbl)		104,918,474			89,256,434			49,822,553			32,050,035
Natural gas (Mcf)		92,428,708			60,138,529			38,310,963			31,816,093
Natural gas liquids (Bbl)		24,429,807			14,334,348			7,601,612			8,163,508
Total (Boe)(6:1)⁽⁶⁾		144,753,066			113,613,871			63,809,326			45,516,226
Percent proved developed		45	%		45	%		39	%		23	%
Estimated probable undeveloped reserves
Oil (Bbl)		186,778,266			178,532,093			107,769,309			74,877,268
Natural gas (Mcf)		100,758,792			105,888,056			134,083,603			88,184,111
Natural gas liquids (Bbl)		33,051,879			31,779,646			—			—
Total (Boe)(6:1)⁽⁶⁾		236,623,277			227,959,749			130,116,576			89,574,620

As(1) aEstimates ~~result,~~of ~~estimated quantities~~reserves of ~~reserves~~oil and ~~projections~~natural gas as of ~~future~~March ~~production~~31, ~~rates~~2026 ~~and~~were prepared using an average price equal to the ~~timing~~unweighted arithmetic average of ~~development~~hydrocarbon ~~expenditures~~prices ~~may~~received ~~prove~~on toa befield-by-field ~~inaccurate.~~basis ~~Over~~on ~~time~~the first day of each month of the 12 months ended March 31, we2026, ~~may~~in ~~make~~accordance ~~material~~with ~~changes~~SEC toguidelines ~~our~~applicable ~~reserves~~to reserve estimates as of the end of such period. ~~Any~~The ~~significant~~unweighted ~~variance~~arithmetic inaverage ~~our~~first ~~assumptions~~ day of the month prices were $63.80 per Bbl for oil and ~~actual~~$3.720 ~~results~~per ~~could~~MMBtu ~~greatly~~for ~~affect~~natural ~~our~~gas ~~estimates~~at March 31, 2026. Estimates of reserves of NGL as of March 31, 2026 were calculated using the ~~economically~~average ~~recoverable~~of ~~quantities~~realized wellhead prices of ~~minerals~~such ~~attributable~~reserves. toThe ~~any~~average ~~particular~~NGL ~~group~~price ofrealized ~~properties~~at March 31, ~~the~~2026 ~~classifications~~was of$21.15 ~~reserves~~per ~~based~~Bbl. onReserve ~~risk~~estimates ofdo ~~non-recovery~~not include any value for probable or possible reserves that may exist, ~~and~~nor do they include any value for undeveloped acreage. The reserve estimates ofrepresent ~~future~~our net revenue interest in our properties. Although we believe these estimates are reasonable, actual future production, cash flows., taxes, development expenditures, production costs, and quantities of recoverable oil and natural gas reserves may vary substantially from these estimates.

(2) In ~~addition~~early 2023, ~~estimates~~we ofestablished ~~probable~~PhoenixOp ~~reserves,~~with ~~and~~ the ~~future~~intention ~~cash~~that ~~flows~~certain ~~related~~leaseholds toheld ~~such~~by ~~estimates,~~us ~~are~~would ~~inherently~~be ~~imprecise~~developed ~~and~~by ~~are~~PhoenixOp. ~~more~~PhoenixOp ~~uncertain~~executed ~~than~~a ~~estimates~~contract offor ~~proved~~a ~~reserves,~~drilling ~~and~~rig ~~the~~with ~~future~~Patterson-UTI ~~cash~~Drilling ~~flows~~Company ~~related~~on toJune ~~such estimates~~20, ~~but~~2023. ~~have~~This ~~not~~allowed ~~been adjusted~~ for ~~risk~~previously ~~due~~unbooked ~~to that uncertainty. Because of such uncertainty, estimates of probable~~ reserves, ~~and~~as ~~the future cash flows related to such estimates, may not be comparable to estimates~~ of ~~proved~~December ~~reserves~~31, ~~and~~2022 ~~the future cash flows related~~ to ~~such estimates, and should not~~ be ~~summed arithmetically~~estimated ~~with estimates of proved reserves~~ and ~~the~~booked ~~future~~as ~~cash flows related to such estimates. When producing an estimate~~ of ~~the~~December ~~amount of minerals that are recoverable from a particular reservoir~~31, an2023 ~~estimated~~as ~~quantity of probable reserves is an estimate of those additional reserves that are less certain to be recovered than~~ proved ~~reserves~~undeveloped ~~but~~in ~~which,~~accordance ~~together~~ with ~~proved~~SEC ~~reserves,~~guidelines ~~are~~for ~~as likely as not to be recovered. Estimates of probable~~ reserves ~~are~~categorization ~~also continually subject to revisions based on production history, results of additional exploration,~~ and ~~development,~~estimation ~~price changes,~~ and ~~other~~in ~~factors.~~adherence ~~When deterministic methods are used, it is as likely as not that actual remaining quantities recovered will exceed the sum of estimated proved plus probable reserves. Probable reserves may be assigned~~ to ~~areas of a reservoir adjacent to proved reserves where data control or interpretations of available data are less certain, even if~~ the ~~interpreted~~five-year ~~reservoir~~rule ~~continuity of~~as ~~structure~~set orforth ~~productivity does not meet the reasonable certainty criterion. Probable reserves may be assigned to areas that are structurally higher than the proved area if these areas are~~ in ~~communication~~Rule ~~with the proved reservoir. Probable reserves estimates also include potential incremental quantities associated with~~ 4-10(a)(31) ~~greater percentage recovery~~ of ~~the~~Regulation ~~hydrocarbons in place than assumed for proved reserves~~S-X. ~~See “Business—Our Oil and Natural Gas Properties—Evaluation and Review of Estimated Proved Reserves.”~~

(3) Estimates of reserves of oil and natural gas as of December 31, 2025 were prepared using an average price equal to the unweighted arithmetic average of hydrocarbon prices received on a field-by-field basis on the first day of each month of the 12 months ended December 31, 2025, in accordance with SEC guidelines applicable to reserve estimates as of the end of such period. The ~~development~~unweighted arithmetic average first day of ~~our~~the ~~estimated~~month ~~proved~~prices were $66.01 per Bbl for oil and $3.387 per MMBtu for natural gas at December 31, 2025. Estimates of reserves of NGL as of December 31, 2025 were calculated using the average of realized wellhead prices of such reserves. The average NGL price realized at December 31, 2025 was $20.90 per Bbl. Reserve estimates do not include any value for probable ~~undeveloped~~or possible reserves that may ~~take~~exist, ~~longer~~nor ~~and~~do ~~may require~~they ~~higher~~include ~~levels~~any ofvalue ~~capital~~for ~~expenditures~~undeveloped ~~than~~acreage. weThe ~~currently~~reserve ~~anticipate~~estimates represent our net revenue interest in our properties. Although we believe these estimates are reasonable, actual future production, cash flows, taxes, development expenditures, production costs, and quantities of recoverable oil and natural gas reserves may vary substantially from these estimates.

~~Recovery~~(4) Estimates of ~~proved and probable undeveloped~~ reserves ~~requires~~ ~~significant~~of ~~capital~~oil ~~expenditures~~ and ~~successful~~natural ~~drilling~~gas ~~operations.~~as As of ~~June~~December 3031, 2024, ~~approximately~~were ~~70%~~prepared ofusing ~~our~~an ~~total~~average ~~estimated~~price ~~proved~~equal ~~reserves~~to ~~were~~the ~~undeveloped.~~unweighted ~~Furthermore,~~arithmetic asaverage of ~~June~~hydrocarbon ~~30,~~prices ~~2024,~~received weon ~~had~~a ~~113.0~~field-by-field ~~million~~basis ~~Boe~~on inthe ~~total estimated~~first ~~probable~~day ~~reserves,~~of ~~which~~each ismonth ~~approximately~~of ~~2.12~~the ~~times~~last ~~our~~12 ~~total~~months ~~proved~~ended ~~reserves.~~December ~~Our~~31, ~~reserves~~2024, ~~estimates~~in ~~assume~~accordance ~~that~~with ~~substantial~~SEC ~~capital~~guidelines ~~expenditures~~applicable ~~will be made~~ to ~~develop~~reserve ~~non-producing~~estimates ~~reserves.~~as As of ~~June~~the ~~30,~~end ~~2024,~~of wesuch ~~estimate~~period. ~~that~~The weunweighted ~~will~~arithmetic ~~need~~average tofirst ~~make~~day ~~approximately~~of ~~$663~~the ~~million~~month ~~and~~prices were $~~2,485~~76.32 ~~million~~per inBbl ~~capital~~for ~~expenditures~~oil ~~to develop all our proved~~ and ~~probable undeveloped reserves, respectively~~$2.130 ~~Estimates~~per ofMMBtu ~~capital~~for ~~expenditures are subject to fluctuations in oil and~~ natural gas ~~prices,~~at ~~equipment~~December ~~availability~~31, ~~labor~~2024. ~~markets,~~Estimates ~~and~~of ~~other~~reserves ~~factors~~of ~~that~~NGL weas ~~may~~of ~~not~~December ~~be foresee or control. As such~~31, we2024 ~~cannot~~were becalculated ~~sure~~using ~~that~~ the ~~estimated~~average ~~costs~~of ~~attributable~~realized towellhead ~~our~~prices ~~reserves~~of ~~are~~such ~~accurate~~reserves. WeThe ~~anticipate needing~~average toNGL ~~raise~~price ~~additional~~realized ~~capital~~at toDecember ~~develop~~31, ~~our~~2024 ~~estimated~~was ~~proved~~$25.22 ~~and~~per ~~probable~~Bbl. ~~undeveloped~~Reserve ~~reserves~~estimates ~~over~~do ~~the~~not ~~next~~include ~~five~~any ~~years~~value ~~and~~for weprobable ~~cannot~~or bepossible ~~certain~~reserves that ~~additional~~may ~~financing~~exist, ~~will~~nor bedo ~~available~~they toinclude usany onvalue ~~acceptable~~for ~~terms,~~undeveloped ~~or at all~~acreage. ~~Additionally, sustained~~The orreserve ~~further~~estimates ~~declines~~represent inour ~~commodity prices may require use to revise the future~~ net ~~revenues~~revenue ofinterest ~~our estimated proved and probable undeveloped reserves and may result~~ in ~~some~~our ~~projects becoming uneconomical~~properties. ~~Further,~~Although ~~our~~we ~~drilling~~believe ~~efforts~~these ~~may~~estimates ~~be delayed~~are orreasonable, ~~unsuccessful and~~ actual ~~reserves~~future ~~may~~production, ~~prove~~cash toflows, betaxes, ~~less~~development ~~than~~expenditures, ~~current~~production ~~reserves estimates~~costs, ~~which~~and ~~could~~quantities ~~have~~of arecoverable ~~material~~oil ~~adverse~~and ~~effect~~natural ongas ~~our~~reserves ~~financial~~may ~~condition,~~vary ~~future~~substantially ~~cash~~from ~~flows,~~these ~~and results of operations~~estimates.

~~The~~(5) ~~ability~~Estimates toof ~~develop our~~ reserves isof ~~subject~~oil toand anatural ~~number~~gas as of ~~uncertainties~~December 31, ~~which~~2023 ~~could~~were ~~defer~~prepared ~~our~~using ~~drilling~~an ~~more~~average ~~than~~price ~~five~~equal ~~years~~to ~~from~~ the ~~date undeveloped~~unweighted ~~reserves~~arithmetic ~~were~~average ~~first~~of ~~assigned~~hydrocarbon toprices areceived ~~drilling~~on ~~location.~~a ~~Alternatively,~~field-by-field ~~our~~basis ~~estimated~~on ~~reserves~~the ~~may~~first ~~not~~day beof ~~ultimately~~each ~~developed~~month orof ~~produced.~~the ~~Recovery~~last of12 ~~undeveloped~~months ~~reserves~~ended ~~requires~~December ~~significant~~31, ~~capital~~2023, ~~expenditures~~in ~~and~~accordance ~~successful~~with ~~drilling operations.~~SEC Ifguidelines weapplicable ~~choose~~to ~~not~~reserve toestimates ~~spend~~as of the ~~capital~~end toof ~~develop~~such ~~these~~period. ~~reserves,~~The orunweighted ifarithmetic weaverage ~~are~~first ~~not~~day ~~otherwise~~of ~~able~~the tomonth ~~successfully~~prices ~~develop~~were ~~these~~$78.21 ~~reserves,~~per weBbl ~~will~~for beoil ~~required~~and to$2.637 ~~remove~~per ~~the~~MMBtu ~~associated~~for ~~volumes~~natural ~~from~~gas ~~our~~at ~~reported~~December ~~proved~~31, ~~reserves~~2023. InEstimates ~~addition, because~~of ~~undeveloped~~ reserves ~~may~~of beNGL ~~booked~~as ~~only~~of ifDecember ~~they~~31, ~~relate~~2023 towere ~~wells~~calculated ~~scheduled~~using tothe beaverage ~~drilled~~of ~~within~~realized ~~five~~wellhead ~~years~~prices of ~~the~~such ~~date~~reserves. ofThe ~~booking~~average NGL price realized at December 31, we2023 ~~may~~was be$19.21 ~~required~~per toBbl. ~~remove~~Reserve estimates do not include any ~~undeveloped~~value for probable or possible reserves that ~~are~~may ~~not~~exist, ~~developed~~nor ~~within~~do ~~this~~they ~~five-year~~include ~~time~~any ~~frame or~~value tofor ~~reclassify~~undeveloped ~~the~~acreage. ~~category~~The ofreserve ~~the~~estimates ~~applicable~~represent ~~reserves~~our net revenue interest in our properties. AAlthough ~~removal~~we orbelieve ~~reclassification~~these ofestimates ~~reserves~~are ~~could~~reasonable, ~~reduce~~actual ~~the~~future ~~quantity~~production, ~~and~~cash ~~present~~flows, ~~value~~taxes, ofdevelopment ~~our~~expenditures, ~~natural~~production ~~gas~~costs, and quantities of recoverable oil ~~reserves,~~and ~~which~~natural ~~would~~gas ~~adversely~~reserves ~~affect~~may ~~our~~vary ~~business~~substantially ~~and~~from ~~financial~~these ~~condition~~estimates.

We(6) ~~may~~Estimated ~~experience~~proved ~~delays~~reserves inare ~~the~~presented ~~payment~~on an oil-equivalent basis using a conversion of ~~royalties~~six ~~and~~Mcf beper ~~unable~~barrel toof ~~replace~~“oil ~~third-party~~equivalent.” ~~E&P~~This ~~operators~~conversion ~~that~~is dobased on energy equivalence and not ~~make~~price ~~required~~or ~~royalty payments,~~value ~~and~~equivalence. weIf ~~may~~a ~~not~~price beequivalent ~~able~~conversion tobased ~~terminate~~on ~~our~~the ~~leases~~12-month ~~with~~average ~~defaulting~~prices ~~lessees~~for ifthe ~~any~~period ofended ~~such~~December ~~E&P~~31, ~~operators~~2025 onwas ~~those~~used, ~~leases~~the ~~declare~~conversion ~~bankruptcy~~factor would be approximately 19.5 Mcf per Bbl of oil.

We may experience delays in receiving royalty payments from our E&P operators, including as a result of delayed division orders received by our E&P operators. A failure on the part of the E&P operators to make royalty payments typically gives us the right to terminate the lease, repossess the property, and enforce payment obligations under the lease. If we repossessed any of our properties, we would seek a replacement E&P operator. However, we might not be able to find a replacement E&P operator and, if we did, we might not be able to enter into a new lease on favorable terms within a reasonable period of time. In addition, the outgoing E&P operator could be subject to a proceeding under Title 11 of the United States Code (the “Bankruptcy Code”), in which case our right to enforce or terminate the lease for any defaults, including non-payment, may be substantially delayed or otherwise impaired. In general, in a proceeding under the Bankruptcy Code, the bankrupt E&P operator would have a substantial period of time to decide whether to ultimately reject or assume the lease, which could prevent the execution of a new lease or the assignment of the existing lease to another E&P operator. For example, certain of our E&P operators historically have undergone restructurings under the Bankruptcy Code and any future restructurings of our E&P operators may impact their future operations and ability to make royalty payments to us. If the E&P operator rejected the lease, our ability to collect amounts owed would be substantially delayed, and our ultimate recovery may be only a fraction of the amount owed or nothing. In addition, if we are able to enter into a new lease with a new E&P operator, the replacement E&P operator may not achieve the same levels of production or sell oil or natural gas at the same price as the E&P operator we replaced.

Our PV-10 will not necessarily be the same as the current market value of our estimated proved reserves.

You should not assume that the present value of future net revenues from our proved reserves is the current market value of our estimated proved reserves. We currently base the estimated discounted future net revenues from our proved reserves on the 12-month unweighted arithmetic average of the first-day-of-the-month price for the preceding 12 months. Actual future net revenues from our reserves will be affected by factors such as:

•Select ~~actual~~Production ~~prices~~and weOperating ~~receive~~Statistics ~~for natural gas and oil;~~

•The ~~actual~~following ~~cost~~table presents information regarding our production of ~~development~~oil, natural gas, and ~~production~~NGL ~~expenditures;~~and certain price and cost information for each of the periods indicated:

• the amount and timing of actual production;


	For the Three Months Ended March 31,						For the Years Ended December 31,
	2026			2025			2025			2024			2023
Production Data:
Bakken
Oil (Bbl)		2,770,306			1,386,145			7,831,787			3,022,810			943,930
Natural gas (Mcf)		975,571			331,296			2,176,128			1,301,782			1,123,859
Natural gas liquids (Bbl)		251,284			54,214			576,561			270,219			88,762
Total (Boe)(6:1)⁽¹⁾		3,184,185			1,495,575			8,771,036			3,509,992			1,220,003
Average daily production (Boe/d)(6:1)		35,380			16,618			24,030			9,590			3,342
All Properties
Oil (Bbl)		2,916,301			1,552,609			8,641,089			3,830,461			1,446,928
Natural gas (Mcf)		1,306,171			712,492			3,427,154			2,979,341			2,152,939
Natural gas liquids (Bbl)		283,870			87,962			712,056			415,363			201,454
Total (Boe)(6:1)⁽¹⁾		3,417,866			1,759,320			9,924,337			4,742,381			2,007,205
Average daily production (Boe/d)(6:1)		37,976			19,548			27,190			12,993			5,499
Average Realized Prices:
Bakken
Oil (Bbl)	$	71.76		$	72.17		$	64.02		$	71.77		$	71.43
Natural gas (Mcf)	$	3.95		$	3.53		$	2.33		$	2.12		$	3.47
Natural gas liquids (Bbl)	$	21.32		$	26.83		$	20.76		$	23.53		$	26.70
All Properties
Oil (Bbl)	$	70.81		$	70.50		$	62.45		$	68.49		$	73.10
Natural gas (Mcf)	$	3.66		$	3.13		$	2.31		$	1.86		$	3.15
Natural gas liquids (Bbl)	$	21.15		$	27.95		$	20.90		$	25.22		$	27.50
Average Unit Cost per Boe (6:1):
All Properties
Operating costs, production and ad valorem taxes	$	21.91		$	18.01		$	18.99		$	16.11		$	16.18
Operating costs excluding taxes	$	16.47		$	12.21		$	14.38		$	10.75		$	10.86
Percentage of revenue		34.5	%		27.8	%		33.5	%		26.4	%		16.7	%

•(1) ~~transportation~~“Btu-equivalent” production volumes are presented on an oil-equivalent basis using a conversion factor of six Mcf of natural gas per barrel of “oil equivalent,” which is based on approximate energy equivalency and ~~processing;~~does not reflect the price or value relationship between oil and natural gas.

• changes in governmental regulations or taxation.

The timing of both our production and our incurrence of expenses in connection with the development and production of our properties will affect the timing and amount of actual future net revenues from proved reserves and, thus, their actual present value. In addition, the 10% discount factor we use when calculating discounted future net revenues may not be the most appropriate discount factor based on interest rates in effect from time to time and risks associated with our business or the natural gas and oil industry in general. Actual future prices and costs may differ materially from those used in the present value estimate.

Estimated reserves do not represent or measure the fair value of the respective property or asset and we may sell or divest an asset for much less than the amount of estimated reserves.

Estimated proved reserves and estimated probable reserves do not represent or measure the fair value of the respective properties or the fair market value at which a property or properties could be sold. In the event of any such sale, proceeds to us may be significantly less than the value of the estimated reserves. The development of our estimated proved and probable undeveloped reserves may take longer and may require higher levels of capital expenditures than we currently anticipate. Estimates of probable reserves, and the future cash flows related to such estimates, are inherently imprecise and are more uncertain than estimates of proved reserves and the future cash flows related to such estimates but have not been adjusted for risk due to such uncertainty.

Our future success depends on our ability to replace reserves.

Because the rate of production from oil and natural gas properties generally declines as reserves are depleted, our future success depends upon our ability to economically find or acquire and produce additional oil and natural gas reserves. Except to the extent that we acquire additional properties containing proved reserves, conduct successful exploration and development activities, or, through engineering studies, identify additional behind-pipe zones or secondary recovery reserves, our proved reserves will decline as our reserves are produced. Future oil and natural gas production, therefore, is highly dependent upon our level of success in acquiring or finding additional reserves that are economically recoverable. We cannot assure you that we will be able to find or acquire and develop additional reserves at an acceptable cost. We may acquire significant amounts of unproved property to further our development efforts. Development and exploratory drilling and production activities are subject to many risks, including the risk that no commercially productive reservoirs will be discovered. We seek to acquire both proved and producing properties as well as undeveloped acreage that we believe will enhance growth potential and increase our earnings over time. However, we cannot assure you that all of these properties will contain economically viable reserves or that we will not abandon our initial investments. Additionally, we cannot assure you that unproved reserves or undeveloped acreage that we acquire will be profitably developed, that new wells drilled on our properties will be productive, or that we will recover all or any portion of our investments in our properties and reserves.

We rely on our software system to identify attractive assets with oil and gas reserves and there can be no assurance that we will be able to scale this software or that such software will be accurate in identifying assets.

As of the date of this prospectus, we have built and operated our software system on a limited scale. While we believe that our development and testing to date has proven the concept of our software, there can be no assurance that, as we commence large scale operations, we will not incur unexpected costs or hurdles that might restrict the desired scale of our intended operations or negatively impact our business prospects, financial condition, and results of operation. In addition, due to the limited scale of use, there can be no assurance that the software will be accurate on an ongoing or continuous basis. If our software is unable to scale or is inaccurate, our ability to successfully invest in commercially viable mineral deposits and PhoenixOp’s ability to successfully extract minerals from assets transferred to it by us could be significantly impacted and our business and operating results may suffer.

WeRISK ~~may~~FACTORS ~~be unable to realize all of the anticipated benefits from our acquisitions or successfully integrate future acquisitions of mineral rights into our business.~~

~~Our~~Investing ~~ability~~in tothe ~~achieve~~Notes involves significant risks. Before making an investment decision, you should carefully consider the ~~anticipated~~specific ~~benefits~~risk factors ofset forth below, as well as in our ~~completed~~ ~~and~~2025 ~~future~~Annual ~~acquisitions~~Report, oftogether ~~mineral~~with ~~rights~~the ~~will~~other ~~depend~~information included elsewhere in ~~part~~this ~~upon~~prospectus ~~whether~~or weincorporated ~~can~~by ~~integrate~~reference into this prospectus. If any of the ~~acquired~~risks ~~assets~~discussed ~~into~~in this prospectus or our ~~existing~~2025 Annual Report occur, our business, inprospects, anliquidity, ~~efficient~~financial condition, and ~~effective~~results ~~manner.~~of Weoperations ~~may~~could ~~not~~be materially impaired, in which case we may be ~~able~~unable to ~~accomplish~~pay ~~this~~the ~~integration~~principal ~~process~~of, and interest on, the Notes, and you could lose all or part ~~successfully~~of your investment. ~~The~~Some ~~successful~~statements ~~acquisition~~in ofthis ~~producing~~prospectus ~~properties~~and ~~requires~~in anour ~~assessment~~2025 ofAnnual ~~several~~Report, including statements in the following risk factors and the risk factors contained in our 2025 Annual Report, ~~including:~~constitute forward-looking statements. See “Cautionary Statement Regarding Forward-Looking Statements.”

• recoverable reserves;

• future oil and natural gas prices and their appropriate differentials;

• availability and cost of transportation of production to markets;

• availability and cost of drilling equipment and of skilled personnel for our third-party operators;

• development and operating costs of PhoenixOp and our third-party E&P operators, including potential environmental and other liabilities; and

• regulatory, permitting, and similar matters.

The accuracy of these assessments is inherently uncertain, and we may not be able to identify attractive acquisition opportunities. In connection with these assessments, in conjunction with the use of our specialized software, we perform a review of the subject properties that we believe to be generally consistent with industry practices, given the nature of our interests. Our review will not reveal all existing or potential problems, nor will it permit us to become sufficiently familiar with the properties to assess fully their deficiencies and capabilities. Even when problems are identified, the seller may be unwilling or unable to provide effective contractual protection against all or part of such problems. Even if we identify attractive acquisition opportunities, we may not be able to complete the acquisition or do so on commercially acceptable terms. We depend on acquisitions to grow our reserves, production, and cash flows.

There is intense competition for acquisition opportunities in our industry. Competition for acquisitions may increase the cost of, or cause us to refrain from, completing acquisitions. Additionally, acquisition opportunities vary over time. Our ability to complete acquisitions is dependent upon, among other things, our ability to obtain the necessary financing and, in some cases, regulatory approvals. Further, these acquisitions may be in geographic regions in which we do not currently hold assets, which could result in unforeseen difficulties. In addition, if we acquire interests in new geographic regions, we may be subject to additional and unfamiliar legal and regulatory requirements. Moreover, the success of any completed acquisition will depend on our ability to effectively integrate the acquired business into our existing business. The process of integrating acquired businesses may involve unforeseen difficulties, including delays, and may require a disproportionate amount of our managerial and financial resources.

No assurance can be given that we will be able to identify suitable acquisition opportunities, negotiate acceptable terms, obtain financing for acquisitions on acceptable terms, or successfully acquire identified targets. Our failure to successfully integrate the acquired assets into our existing operations, achieve cost savings, or minimize any unforeseen difficulties could materially and adversely affect our financial condition, results of operations, and cash flows. The inability to effectively manage these acquisitions could reduce our focus on subsequent acquisitions and current operations, which, in turn, could negatively impact our growth, results of operations, and cash flows.

Our E&P operators’ identified potential drilling locations, which are scheduled out over many years, are susceptible to uncertainties that could materially alter the occurrence or timing of their drilling.

Proved and probable undeveloped drilling locations represent a significant part of our growth strategy. However, we do not fully control the development of these locations that we do not directly operate. The ability of our third-party E&P operators to drill and develop identified potential drilling locations depends on a number of uncertainties, including the availability of capital, construction of and limitations on access to infrastructure, the generation of additional seismic or geological information, seasonal conditions and inclement weather, regulatory changes and approvals, oil and gas prices, costs, negotiation of agreements with third parties, drilling results, lease expirations, and the availability of water. Further, our E&P operators’ identified potential drilling locations are in various stages of evaluation, ranging from locations that are ready to drill to locations that will require substantial additional interpretation. The use of technologies and the study of producing fields in the same area will not enable our E&P operators, or us, to know conclusively prior to drilling whether mineral reserves will be present or, if present, whether such resources will be present in sufficient quantities to be economically viable. Even if sufficient amounts of such resources exist, our E&P operators may damage the potentially productive hydrocarbon-bearing formation or experience mechanical difficulties while drilling or completing the well, possibly resulting in a reduction in production from the well or abandonment of the well. If our E&P operators drill additional wells that they identify as dry holes in current and future drilling locations, their drilling success rate may decline and materially harm their business and ours.

There is no guarantee that the conclusions our E&P operators draw from available data from the wells on our acreage, more fully explored locations, or producing fields will be applicable to their drilling locations. Further, initial production rates reported by our or other E&P operators in the areas in which our reserves are located may not be indicative of future or long-term production rates. Additionally, actual production from wells may be less than expected. For example, several E&P operators have previously announced that newer wells drilled close in proximity to already producing wells have produced less oil and gas than forecast. Because of these uncertainties, we do not know if the potential drilling locations identified will ever be drilled or if our E&P operators will be able to produce oil and/or gas from these or any other potential drilling locations. As such, the actual drilling activities of our E&P operators may materially differ from those presently identified, which could adversely affect our business, results of operations, and cash flows.

Finally, the potential drilling locations we have identified are based on the geologic and other data available to us and our interpretation of such data through our specialized software. As a result, our E&P operators may have reached different conclusions about the potential drilling locations on our properties, and our E&P operators control the ultimate decision as to where and when a well is drilled.

Acreage must be drilled before lease expiration, generally within three to five years, in order to hold the acreage by production. Our E&P operators’ failure to drill sufficient wells to hold acreage may result in the deferral of prospective drilling opportunities.

Leases on crude oil and natural gas properties typically have a term of three to five years, after which they expire unless, prior to expiration, production is established within the spacing units covering the undeveloped acres. In addition, even if production or drilling is established during such primary term, if production or drilling ceases on the leased property, the lease typically terminates, subject to certain exceptions.

Any reduction in our E&P operators’ drilling programs, either through a reduction in capital expenditures or the unavailability of drilling rigs, could result in the expiration of existing leases. If the lease governing any of our mineral interests expires or terminates, all mineral rights revert back to us, and we will have to seek new lessees to explore and develop such mineral interests.

We have limited control over the activities on properties that we do not operate.

Some of the properties in which we have an interest are operated by other companies and involve third-party working interest owners. As a result, we have limited ability to influence or control the operation or future development of such properties, including compliance with environmental, safety, and other regulations, or the amount of capital expenditures that we will be required to fund with respect to such properties. Moreover, we are dependent on the other working interest owners of such projects to fund their contractual share of the capital expenditures of such projects. In addition, a third- party E&P operator could decide to shut-in or curtail production from wells, or plug and abandon marginal wells, on properties owned by that operator during periods of decreases in oil and gas prices. These limitations and our dependence on the E&P operators and third-party working interest owners for these projects could cause us to incur unexpected future costs, lower production, and materially and adversely affect our financial condition, results of operations, and cash flows.

We have completed numerous acquisitions of mineral and royalty interests for which separate financial information is not required or provided.

We have completed numerous acquisitions of mineral and royalty interests that are not “significant” under Rule 3-05 of Regulation S-X (“Rule 3-05”). Therefore, we are not required to, and have elected not to, provide separate historical financial information in our public filings relating to those acquisitions. While these acquisitions are not individually or collectively significant for purposes of Rule 3-05, they have or will have an impact on our financial results and their aggregated effect on our business and results of operations may be material.

The substantial majority of the wells in which we have a mineral or royalty interest and all the wells we directly operate are located in the Williston Basin, making us vulnerable to risks associated with concentration of our assets in a limited geographic area.

The substantial majority of the wells in which we have a mineral or royalty interest and all the wells we directly operate are geographically concentrated in the Williston Basin. As a result, we may be disproportionately exposed to various factors, including, among others:

• the impact of regional supply and demand factors;

• delays or interruptions of production from wells in such areas caused by governmental regulation, including changes to field wide rules;

• processing or transportation capacity constraints;

• market limitations;

• availability of equipment and personnel;

• water shortages or other drought-related conditions; or

• interruption of the processing or transportation natural gas.

This concentration in a limited geographic area also increases our exposure to changes in local laws and regulations, certain lease stipulations designed to protect wildlife, and unexpected events that may occur in the region, such as natural disasters, seismic events, industrial accidents, or labor difficulties. Any one of these factors has the potential to cause producing wells to be shut-in, delay operations, decrease cash flows, increase operating and capital costs, and prevent development of lease inventory before expirations. Any of the risks described above could have a material adverse effect on our business, financial condition, results of operations, and cash flows.

Cybersecurity attacks on our technological systems, or those of our third-party vendors, could significantly disrupt our business operations and subject us to liability.

Our business, like other companies in the oil and gas industry, has become increasingly dependent upon digital technologies. We utilize digital technologies to, among other things, process and record financial and operating data, communicate with our business partners, analyze mineral deposits information, and estimate quantities of mineral reserves. Strategic targets, such as energy-related assets, may be at greater risk of future terrorist or cyber-attacks than other targets in the United States. Deliberate attacks on, or security breaches in, our systems or infrastructure, the systems or infrastructure of third parties, or cloud-based applications could lead to corruption or loss of our proprietary data and potentially sensitive data, delays in production or delivery, difficulty in completing and settling transactions, challenges in maintaining our books and records, environmental damage, communication interruptions, other operational disruptions, and third-party liability.

There is no guarantee that our security measures will provide absolute security. We may not be able to anticipate, detect, or prevent cyberattacks, particularly because the methodologies used by attackers change frequently or may not be recognized until launched, and because attackers are increasingly using techniques designed to circumvent controls and avoid detection. We and our third-party service providers may therefore be vulnerable to security events that are beyond our control, and we may be the target of cyber-attacks, as well as physical attacks, which could result in the unauthorized access to our information systems or data, the data of our E&P operators, and our employees, or significant disruption to our business. These attacks could adversely impact our business operations, our revenue and profits, our ability to comply with legal, contractual, and regulatory requirements, our reputation and goodwill, and could result in legal risk, enforcement actions, and litigation. As cyberattacks continue to evolve, we may be required to expend significant additional resources to respond to cyberattacks, to continue to modify or enhance our protective measures, or to

investigate and remediate any information systems and related infrastructure security vulnerabilities. Additionally, the continuing and evolving threat of cybersecurity attacks has resulted in evolving legal and compliance matters, including increased regulatory focus on prevention, which could require us to expend significant additional resources to meet such requirements.

Our inability to retain or obtain key personnel could directly affect our efficiency and profitability.

Our future success depends on retaining the services of our planned management team. Our executive officers possess a unique and comprehensive knowledge of our industry and related matters that are vital to our success within the industry. The knowledge, leadership, and technical expertise of these individuals would be difficult to replace. The loss of one or more of our officers could have a material adverse effect on our operating and financial performance, including our ability to develop and execute our long-term business strategy.

We may incur losses as a result of title defects in the properties that we acquire.

It is our practice in acquiring oil and natural gas leases or interests not to incur the expense of retaining lawyers to examine the title to the mineral interest at the time of acquisition. Rather, we rely upon the judgment of lease brokers or landmen who perform the fieldwork in examining records in the appropriate governmental office before attempting to acquire a lease or other interest in a specific mineral interest. The existence of a material title deficiency can render a lease or other interest worthless and can adversely affect our results of operations and financial condition. The failure of title on a lease, in a unit, or in any other mineral interest may not be discovered until after a well is drilled, in which case we may lose the lease and the right to produce all or a portion of the minerals under the property.

If the E&P operators of our properties suspend our right to receive royalty payments due to title or other issues, our business, financial condition, results of operations, and cash flows may be adversely affected.

We depend in part on acquisitions to grow our reserves, production, and cash generated from operations. In connection with these acquisitions, record title to mineral and royalty interests are conveyed to us by asset assignment, and we become the record owner of these interests. Upon such a change in ownership of mineral interests, and at regular intervals pursuant to routine audit procedures at each of our third-party E&P operators at its discretion, the E&P operator of the underlying property has the right to investigate and verify the title and ownership of mineral and royalty interests with respect to the properties it operates. If any title or ownership issues are not resolved to its reasonable satisfaction in accordance with customary industry standards, the E&P operator may suspend payment of the related royalty. If an E&P operator of our properties is not satisfied with the documentation we provide to validate our ownership, such E&P operator may suspend our royalty or mineral interest right payment until such issues are resolved, at which time we would receive in full payments that would have been made during the suspension, without interest. Certain of our third-party E&P operators impose significant documentation requirements for title transfer and may suspend royalty payments for significant periods of time. During the time that an E&P operator puts our assets in pay suspense, we would not receive the applicable mineral or royalty payment owed to us from sales of the underlying oil or natural gas related to such mineral or royalty interest. Placement of a significant amount of our royalty interests in suspense may have a material advance effect on our business and results of operations.

Our decommissioning costs are unknown and may be substantial and may force us to divert resources from our other operations.

We may become responsible for costs associated with abandoning and reclaiming wells, facilities, and pipelines (“decommissioning costs”) we use for production of oil, natural gas, and NGL reserves. We accrue a liability for decommissioning costs associated with our wells but have not established any cash reserve account for these potential costs in respect of any of our properties. If decommissioning is required before economic depletion of our properties or if our estimates of the costs of decommissioning exceed the value of the reserves remaining at any particular time to cover such decommissioning costs, we may have to draw on funds from other sources to satisfy such costs. The use of other funds to satisfy such decommissioning costs could impair our ability to focus capital investment in other areas of our business.

Limitation or restrictions on our ability to obtain water for our direct drilling and hydraulic fracturing processes may have an adverse effect on our operating results.

Water is an essential component of shale oil and natural gas development during both the drilling and hydraulic fracturing processes. Our access to water to be used in these processes may be adversely affected due to reasons such as periods of extended drought, private, third-party competition for water in localized areas, or the implementation of local or state governmental programs to monitor or restrict the beneficial use of water subject to their jurisdiction for hydraulic fracturing to assure adequate local water supplies. In addition, treatment and disposal of water is becoming more highly regulated and restricted. Thus, our costs for obtaining and disposing of water could increase significantly. In addition, the use, treatment, and disposal of water has become a focus of certain investors and other stakeholders who may seek to engage with us on this and other environmental matters, which may result in activism, negative reputational impacts, increased costs, or other adverse effects on our business, results of operations, and financial condition. The inability to locate or contractually acquire and sustain the receipt of sufficient amounts of water could adversely impact our exploration and production operations and have a corresponding adverse effect on our business, results of operations, and financial condition.

Weather conditions, which could become more frequent or severe due to climate change, could adversely affect our ability to conduct drilling, completion, and production activities in the areas where we operate.

Exploration and development activities and equipment of PhoenixOp and our third-party operators operating on our lands can be adversely affected by severe weather, such as well freeze-offs, which may cause a loss of production from temporary cessation of activity or lost or damaged equipment. Our and our third-party operators’ planning for normal climatic variation, insurance programs, and emergency recovery plans may inadequately mitigate the effects of such weather conditions, and not all such effects can be predicted, eliminated, or insured against. In addition, demand for oil and gas are, to a degree, dependent on weather and climate, which impact the price we receive for the commodities we produce. These constraints could delay or temporarily halt our operations and materially increase our operating and capital costs, which could have a material adverse effect on our business, financial condition, and results of operations.

Our hedging activities could result in financial losses and reduce earnings.

To achieve a more predictable cash flow and to reduce our exposure to adverse fluctuations in the prices of oil and natural gas, we currently have entered, and may in the future enter, into derivative contracts for a portion of our future oil and natural gas production, including fixed price swaps, collars, and basis swaps. We have not designated and do not plan to designate any of our derivative contracts as hedges for accounting purposes and, as a result, record all derivative contracts on our balance sheet at fair value with changes in fair value recognized in current period earnings. Accordingly, our earnings may fluctuate significantly as a result of changes in the fair value of our derivative contracts. Derivative contracts also expose us to the risk of financial loss in some circumstances, including when:

• production is less than expected;

• the counterparty to the derivative contract defaults on its contract obligation; or

• the actual differential between the underlying price in the derivative contract or actual prices received are materially different from those expected.

In addition, these types of derivative contracts can limit the benefit we would receive from increases in the prices for oil and natural gas.

Risks Related to Legal, Regulatory, and Environmental Matters

The current and future operations of our business and that of the third-party E&P operators on our land are and will be governed by complex and stringent federal, state, local, and other laws and regulations, including:

• laws and regulations governing mineral concession acquisition, prospecting, development, mining, production, transportation, marketing, and sales;

• laws and regulations related to exports, taxes, and fees;

• labor standards and regulations related to occupational health and mine safety;

• environmental standards and regulations related to waste disposal, pollution clean-up, toxic substances, land use, and environmental protection; and

• other matters.

Federal, state, and local agencies may assert overlapping authority to regulate in these areas. In addition, certain of these laws and regulations may apply retroactively and may impose strict or joint and several liability on us for events or conditions over which we and our predecessors had no control, without regard to fault, legality of the original activities, or ownership or control by third parties.

Companies engaged in exploration activities often experience increased costs and delays in production and other schedules as a result of the need to comply with applicable laws, regulations, and permits. Costs of compliance may increase, and operational delays or restrictions may occur, as existing laws and regulations are revised or reinterpreted, or as new laws and regulations become applicable to our operations. Government authorities and other organizations continue to study health, safety, and environmental aspects of mineral operations, including those related to air, soil, and water quality, ground movement or seismicity, and natural resources. Government authorities have also adopted or proposed new or more stringent requirements for permitting, well construction, and public disclosure or environmental review of, or restrictions on, mineral operations. Such requirements or associated litigation could result in potentially significant added costs to comply, delay, or curtail our exploration, development, disposal, or production activities, and preclude us from carrying out our exploration program, which could have a material adverse effect on our expected production, other operations, and financial condition.

To operate in compliance with these laws and regulations, we and our third-party E&P operators must obtain and maintain permits, approvals, and certificates from federal, state, and local government authorities for a variety of activities. These permits are generally subject to protest, appeal, or litigation, which could in certain cases delay or halt projects, production of wells, and other operations. Failure to comply with laws and regulations, including obtaining and maintaining permits, approvals, and certificates, may result in enforcement actions, including the forfeiture of claims, or orders issued by regulatory or judicial authorities requiring operations to cease or be curtailed, the assessment of administrative, civil, and criminal fines and penalties and liability for noncompliance, costs of corrective action, cleanup or restoration, including capital expenditures, installation of additional equipment, or remedial actions, compensation for personal injury, property damage or other losses, and the imposition of injunctive or declaratory relief restricting or limiting our operations.

Our operations may also be adversely affected by seasonal or permanent restrictions on drilling activities designed to protect various wildlife. Such restrictions may limit our ability to operate in protected areas and can intensify competition for drilling rigs, oilfield equipment, services, supplies, and qualified personnel, which may lead to periodic shortages when drilling is allowed. Permanent restrictions imposed to protect threatened or endangered species or their habitat could prohibit drilling in certain areas or require the implementation of expensive mitigation measures.

The development and enactment of climate change legislation and regulation regarding emissions of greenhouse gases (“GHGs”) could adversely affect the mineral industry and reduce demand for the oil and natural gas that we produce.

The energy industry is affected from time to time in varying degrees by political developments and a wide range of federal, tribal, state, and local statutes, rules, orders, and regulations that may, in turn, affect the operations and costs of the companies engaged in the energy industry. In response to findings that emissions of GHGs present an endangerment to public health and the environment, the U.S. Environmental Protection Agency (the “EPA”) has adopted regulations under existing provisions of the Clean Air Act of 1970 (as amended, the “CAA”) that, among other things, require preconstruction and operating permits for GHG emissions from certain large stationary sources that already emit conventional pollutants above a certain threshold. In addition, the EPA has adopted rules requiring the monitoring and reporting of GHG emissions from specified onshore and offshore oil and gas production sources in the United States on an annual basis, which may include operations on our properties. Further, the Inflation Reduction Act, which the U.S. Congress passed in August 2022, includes a charge for methane emissions from specific types of facilities that emit 25,000 metric tons of carbon dioxide equivalent or more per year, and although the Inflation Reduction Act generally provides for a conditional exemption under certain circumstances, the change applies to emissions that exceed an established emissions threshold for each type of covered facility. Additional GHG regulation could also result from the agreement crafted during the United Nations climate change conference in Paris, France, in December 2015 (the “Paris Agreement”). Under the Paris Agreement, the United States committed to reducing its GHG emissions by 26-28% by the year 2025 as compared with 2005 levels. Moreover, in November 2021, at the U.N. Framework Convention on Climate Change 26th Conference of the Parties, the United States and the European Union advanced a Global Methane Pledge to reduce global methane emissions at least 30% from 2020 levels by 2030, which over 100 countries have signed. While Congress has from time to time considered legislation to reduce emissions of GHGs, comprehensive legislation aimed at reducing GHG emissions has not yet been adopted at the federal level.

In the absence of comprehensive federal climate legislation, a number of state and regional efforts have emerged that are aimed at tracking or reducing GHG emissions by means of cap-and-trade programs. These programs typically require major sources of GHG emissions to acquire and surrender emission allowances in return for emitting those GHGs.

Although it is not possible at this time to predict how legislation or new regulations that may be adopted to address GHG emissions would impact us, any future laws and regulations imposing reporting obligations on, or limiting emissions of GHGs from, operators’ equipment and operations could require them to incur costs to reduce emissions of GHGs associated with their operations. In addition, substantial limitations on GHG emissions could adversely affect demand for the oil and gas produced from our properties. Restrictions on emissions of methane or carbon dioxide, such as restrictions on venting and flaring of natural gas, that may be imposed in various states, as well as state and local climate change initiatives, such as increased energy efficiency standards or mandates for renewable energy sources, could adversely affect the oil and gas industry, and, at this time, it is not possible to accurately estimate how potential future laws or regulations addressing GHG emissions would impact oil and gas assets. Finally, it should be noted that climate change may have significant physical effects, such as increased frequency and severity of storms, freezes, floods, drought, hurricanes, and other climatic events; if any of these effects were to occur, they could have a material adverse effect on us.

Our and third-party E&P operators’ exploration and development activities are subject to environmental risks, which could expose us and E&P operators we work with to significant liability and delay, suspension, or termination of our or the third-party E&P operators’ operations.

Our operations, through PhoenixOp and our third-party E&P operators, are subject to all of the hazards and operating risks associated with drilling for and production of crude oil, natural gas, and NGL, including the risk of fire, explosions, blowouts, surface cratering, uncontrollable flows of crude oil, natural gas, NGL, and formation water, pipe or pipeline failures, abnormally pressured formations, casing collapses, and environmental hazards, such as crude oil and NGL spills, natural gas leaks and ruptures, or discharges of toxic gases. In addition, their operations are subject to risks associated with hydraulic fracturing, including any mishandling, surface spillage, or potential underground migration of fracturing fluids, including chemical additives. The occurrence of any of these events could result in substantial losses to us or our E&P operators due to injury or loss of life, severe damage to or destruction of property, natural resources, and equipment, pollution or other environmental damage, clean-up responsibilities, regulatory investigations and penalties, suspension of operations, and repairs required to resume operations, which in turn could have a material adverse effect on our financial condition, results of operations, and cash flows.

The exploration and possible future development phases of our business and the business of the E&P operators we work with are and will be subject to federal, state, and local environmental regulation. These regulations mandate, among other things, the maintenance of air and water quality standards and land reclamation. They also set out limitations on the generation, transportation, storage, and disposal of solid and hazardous waste. Future environmental legislation may require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments, and a heightened degree of responsibility for companies and their officers, directors, and employees. Future changes in environmental regulations, if any, may adversely affect our operations and the operations of the E&P operators on our land. If we fail to comply with any of the applicable environmental laws, regulations, or permit requirements, we could face regulatory or judicial sanctions. Penalties imposed by either the courts or administrative bodies could delay or stop our operations or the operations of the third-party E&P operators on our land or require considerable capital expenditures. Furthermore, certain groups opposed to exploration and mining may attempt to interfere with our operations through the legal or regulatory process or by engaging in disruptive protest activities.

Environmental hazards unknown to us, which have been caused by previous or existing owners or operators of the properties, may exist on the properties in which we hold an interest. Our properties could be located on or near the site of a Federal Superfund cleanup project, and that environmental cleanup or other environmental restoration procedures could remain to be completed or mandated by law, which may result in unexpected liabilities, with total costs that are difficult to predict.

The Comprehensive Environmental, Response, Compensation and Liability Act (“CERCLA”) and comparable state statutes impose strict joint and several liability on current and former owners and operators of sites and on persons who disposed of or arranged for the disposal of hazardous substances found at such sites. It is not uncommon for the government to file claims requiring cleanup actions, demands for reimbursement for government-incurred cleanup costs, or natural resource damages, or for neighboring landowners and other third parties to file claims for personal injury and property damage allegedly caused by hazardous substances released into the environment. The Federal Resource Conservation and Recovery Act (“RCRA”) and comparable state statutes govern the disposal of solid waste and hazardous waste and authorize the imposition of substantial fines and penalties for noncompliance, as well as requirements for corrective actions. CERCLA, RCRA, and comparable state statutes can impose liability for clean-up of sites and disposal of substances found on exploration, mining, and processing sites long after activities on such sites have been completed.

The CAA restricts the emission of air pollutants from many sources, including mining and processing activities. The mining operations conducted by third parties on our land may produce air emissions, including fugitive dust and other air pollutants from stationary equipment, storage facilities, and the use of mobile sources such as trucks and heavy construction equipment, which are subject to review, monitoring, and/or control requirements under the CAA and state air quality laws. In undeveloped properties, third-party operators may be required to obtain permits before work can begin, and, in properties with existing facilities, our operators may need to incur capital costs in order to remain in compliance. In addition, permitting rules may impose limitations on their production levels or result in additional capital expenditures in order to comply with the rules.

The National Environmental Policy Act requires federal agencies to integrate environmental considerations into their decision-making processes by evaluating the environmental impacts of their proposed actions, including issuance of permits to mining facilities, and assessing alternatives to those actions. If a proposed action could significantly affect the environment, the agency must prepare a detailed statement known as an Environmental Impact Statement (“EIS”). The EPA, other federal agencies, and any interested third parties will review and comment on the scoping of the EIS and the adequacy of and findings set forth in the draft and final EIS. This process can cause delays in issuance of required permits or result in changes to a project to mitigate its potential environmental impacts, which can in turn adversely impact the economic feasibility of a proposed project.

The Clean Water Act (the “CWA”) and comparable state statutes impose restrictions and controls on the discharge of pollutants into waters of the United States. The discharge of pollutants into regulated waters is prohibited, except in accordance with the terms of a permit issued by the EPA or an analogous state agency. The CWA regulates storm water mining facilities and requires a storm water discharge permit for certain activities. Such a permit requires the regulated facility to monitor and sample storm water run-off from its operations. The CWA and regulations implemented thereunder also prohibit discharges of dredged and fill material in wetlands and other waters of the United States unless authorized by an appropriately issued permit. The CWA and comparable state statutes provide for civil, criminal, and administrative penalties for unauthorized discharges of pollutants and impose liability on parties responsible for those discharges for the costs of cleaning up any environmental damage caused by the release and for natural resource damages resulting from the release.

The Safe Drinking Water Act (the “SDWA”) and the Underground Injection Control (the “UIC”) program promulgated thereunder regulate the drilling and operation of subsurface injection wells. The EPA directly administers the UIC program in some states and in others the responsibility for the program has been delegated to the state. The program requires that a permit be obtained before drilling a disposal or injection well. Violation of these regulations and/or contamination of groundwater by mining-related activities may result in fines, penalties, and remediation costs, among other sanctions and liabilities under the SDWA and state laws. In addition, third-party claims may be filed by neighboring landowners and other parties claiming damages for alternative water supplies, property damages, and bodily injury.

There can be no assurance that our defense of such claims will be successful. A successful claim against us or any of the third parties we contract with could have an adverse effect on our business prospects, financial condition, and results of operation.

We or our third-party E&P operators could be subject to environmental lawsuits.

The oil and natural gas business involves a variety of operating hazards and risks, such as well blowouts, pipe failures, casing collapse, explosions, uncontrollable flows of oil, natural gas, or well fluids, fires, spills, pollution, releases of toxic gas, and other environmental hazards and risks. These hazards and risks could result in substantial losses to us from, among other things, injury or loss of life, severe damage to or destruction of property, natural resources, and equipment, pollution or other environmental damage, cleanup responsibilities, regulatory investigation and penalties, and suspension of operations. In addition, we may be liable for environmental damages caused by previous owners of property purchased by us. Environmental hazards and damages resulting from such incidents may

have adverse consequences beyond our land and neighboring landowners and other third parties could file claims based on environmental statutes and common law for personal injury and property damage allegedly caused by the release of hazardous substances or other waste material into the environment on or around our properties. There can be no assurance that our defense of such claims will be successful. A successful claim against us or any of the third parties we contract with to conduct operations on our land could have an adverse effect on our business prospects, financial condition, and results of operation.

We do not currently own any registered intellectual property rights relating to our software system and may be subject to competitors developing the same technology.

As of the date of this prospectus, we do not own any registered intellectual property rights for our software system used in our mineral rights discovery, grading and estimates, and acquisition. We rely on trade secret laws to protect our software. There can be no assurance that these protections will be available in all cases or will be adequate to prevent third parties from copying, reverse engineering, or otherwise obtaining and using our software. We substantially rely on this software to identify profitable assets ahead of our competitors. If an existing competitor or anyone else replicates our software, then we may be unable to successfully compete and may be unable to identify, acquire, and invest in attractive assets, which would have a material adverse effect on our business and our ability to repay any of our debts, including the obligations under the Notes.

Third parties may initiate legal proceedings alleging that our use of our software system is infringing or otherwise violating their intellectual property rights, which could lead to costly disputes or disruptions.

Our commercial success depends in part on our ability to continue to develop and use our proprietary mineral exploration software system without infringing the intellectual property or proprietary rights of third parties. However, from time to time, we may be subject to legal proceedings and claims in the ordinary course of business with respect to intellectual property. Intellectual property disputes can be costly to defend and may cause our business, operating results, and financial condition to suffer. As the applied science industry and investments in mineral rights in the United States expand, the risk increases that there may be patents issued to third parties that relate to our software of which we are not aware or that we must challenge to continue our operations as currently contemplated. Whether merited or not, we may face allegations that we or parties indemnified by us have infringed or otherwise violated the patents, trademarks, copyrights, or other intellectual property rights of third parties. Such claims may be made by competitors seeking to obtain a competitive advantage or by other parties. We may also face allegations that our employees have misappropriated the intellectual property or proprietary rights of their former employers or other third parties.

It may be necessary for us to initiate litigation to defend ourselves in order to determine the scope, enforceability, and validity of third-party intellectual property or proprietary rights, or to establish our respective rights. Regardless of whether claims that we are infringing patents or other intellectual property rights have merit, such claims can be time-consuming, can divert management’s attention and financial resources, and can be costly to evaluate and defend. Results of any such litigation are difficult to predict and may require us to stop commercializing or using our products or technology, obtain licenses, modify our solutions and technology while we develop non-infringing substitutes, incur substantial damages or settlement costs, or face a temporary or permanent injunction prohibiting us from marketing or providing the affected products and solutions. If we require a third-party license, it may not be available on reasonable terms or at all, and we may have to pay substantial royalties or upfront fees or grant cross-licenses to intellectual property rights for the use of our software. We may also have to redesign our software so it does not infringe third-party intellectual property rights, which may not be possible or may require substantial monetary expenditures and time, during which our technology may not be available for use. Even if we have an agreement to indemnify us against such costs, the indemnifying party may be unable to uphold its contractual obligations. If we cannot or do not obtain a third-party license to the infringed technology, license the technology on reasonable terms, or obtain similar technology from another source, our operations could be adversely impacted.

Further, some third parties may be able to sustain the costs of complex litigation more effectively than we can because they have substantially greater resources. Even if resolved in our favor, litigation or other legal proceedings relating to intellectual property claims may cause us to incur significant expenses and could distract our technical and management personnel from their normal responsibilities. In addition, there could be public announcements of the results of hearings, motions, or other interim proceedings or developments, and if securities analysts or investors perceive these results to be negative, it could have a material adverse effect on our business. Moreover, any uncertainties resulting from the initiation and continuation of any legal proceedings could have a material adverse effect on our ability to raise the funds necessary to continue our operations. Assertions by third parties that we violate their intellectual property rights could therefore have a material adverse effect on our business, financial condition, and results of operations.

We could be subject to changes in our tax rates, the adoption of new tax legislation, or exposure to additional tax liabilities.

Current economic and political conditions make tax rates in any jurisdiction subject to significant change. Our future effective tax rates could also be affected by changes in the valuation of our deferred tax assets and liabilities, or changes in tax laws or their interpretation, including changes in tax laws affecting our products and solutions and the oil and gas industry more generally. We are also subject to the examination of our tax returns and other documentation by the IRS and state tax authorities. We regularly assess the likelihood of an adverse outcome resulting from these examinations to determine the adequacy of our provision for taxes. There can be no assurance as to the outcome of these examinations or that our assessments of the likelihood of an adverse outcome will be correct. If our effective tax rates were to increase or if the ultimate determination of our taxes owed is for an amount in excess of amounts previously accrued, this could materially and adversely impact our financial condition and results of operations.

Current and future litigation, regulatory, administrative, or other legal proceedings could have a material adverse effect on our business and results of operations.

Lawsuits and regulatory, administrative, or other legal proceedings that have arisen or may arise, including, but not limited to, in connection with our oil and gas operations and the financing thereof, can involve substantial costs, including the costs associated with investigation, litigation, and possible settlement, judgment, penalty, or fine. In addition, such matters may be time-consuming to defend or prosecute and may require a commitment of management and personnel resources that will be diverted from our normal business operations. There can be no assurance that costs associated with such matters will not exceed the limits of any applicable insurance policies that we may have. Moreover, we may be unable to continue to maintain any insurance at a reasonable cost, if at all, or to secure additional coverage, which may result in costs being uninsured. Our business, financial condition, and results of operations could be adversely affected if a matter is adversely determined and, irrespective of a final determination, any such matter could significantly impact our reputation and ability to conduct our business.

General Risks

Our business could be adversely affected by unfavorable economic and political conditions.

Our future business and operations are sensitive to general business and economic conditions in the United States. National and regional economies and financial markets have become increasingly interconnected, which increases the possibilities that conditions in one country, region, or market might adversely impact companies in a different country, region, or market. Major economic or political disruptions, such as the slowing economy in China, the conflict between Hamas and Israel in Gaza, the war in Ukraine and sanctions on Russia, and a potential economic slowdown in the United Kingdom and Europe, may have global negative economic and market repercussions. While we do not have or intend to have operations in those countries, such disruptions may nevertheless cause fluctuations in oil prices, which could impact our ability to generate cash flows and, in turn, make interest and principal payments to you.

The lingering effects of the COVID-19 pandemic or any other future global or domestic health crisis and uncertainty in the financial markets may adversely affect our ability to generate revenues.

The COVID-19 pandemic and other public health emergencies historically have had a material adverse effect on oil and gas businesses, due to governmental restrictions, associated repercussions, and operational challenges to supply and demand for oil and natural gas and the economy generally. The impacts of public health emergencies, including the COVID-19 pandemic, are uncertain and hard to predict. Although there has been economic recovery and higher oil prices through the year ended December 31, 2023, such negative impact may continue well beyond the containment of the COVID-19 pandemic or any other public health emergency. While oilfield activity has improved considerably and global inventories have rapidly normalized with continued demand growth since the low point experienced in 2020, considerable uncertainty remains. An extended period of global supply chain and economic disruption, as well as significantly decreased demand for oil and gas, due to the COVID-19 pandemic, any future public health emergencies, or otherwise, could have a material adverse effect on our business, access to sources of liquidity, and financial condition. Additionally, extended disruptions to the global economy are likely to cause fluctuations in oil prices and the timing of oil production, which could have a material adverse effect on our ability to generate cash flow, which in turn could limit our ability to pay principal and interest on the Notes.

Inflation could adversely impact our ability to control costs, including the operating expenses and capital costs of our third-party operating partners.

Concerns over global economic conditions, energy costs, supply chain disruptions, increased demand, labor shortages associated with a fully employed U.S. labor force, geopolitical issues, high levels of inflation, the availability and cost of credit and the U.S. financial market, and other factors have contributed to increased economic uncertainty and diminished expectations for the global economy. Although inflation in the United States had been relatively low for many years, there was a significant increase in inflation beginning in the second half of 2021, which continued through 2023, and remains higher than the 2.0% inflation target of the U.S. Federal Reserve as of the second quarter of 2024. We continue to develop plans to address these pressures and protect our access to commodities and services. Nevertheless, we expect for the foreseeable future to experience supply chain constraints and inflationary pressure on operating costs. High inflation may cause our third-party operators to experience increasing costs for their operations, including oilfield services and equipment and increased personnel costs. Our operating partners may pass on such increased costs to us. We cannot predict any future trends in the rate of inflation and any continued significant increase in inflation, to the extent we are unable to recover higher costs through higher prices and revenues for our products, would negatively impact our business, financial condition, and results of operation.

Increased attention to environmental, social, and governance (“ESG”) matters may impact our business.

Businesses across all industries are facing increasing scrutiny from stakeholders related to their ESG practices. If we do not adapt to or comply with investor or stakeholder expectations and standards, which are evolving, or if we are perceived to have not responded appropriately to the growing concern for ESG issues, regardless of whether there is a legal requirement to do so, we may suffer from reputational damage and our business, financial condition, and results of operations could be materially and adversely affected. Increasing attention to climate change, increasing societal expectations on businesses to address climate change, and potential consumer use of substitutes to energy commodities may result in increased costs, reduced demand for our hydrocarbon products, reduced profits, increased investigations and litigation, and negative impacts on our ability to access capital markets.

In addition, organizations that provided information to investors on corporate governance and related matters have developed rating processes for evaluating business entities on their approach to ESG matters. Currently, there are no universal standards for such scores or ratings, but the importance of sustainability evaluations is becoming more broadly accepted by investors and shareholders. Such ratings are used by some investors to inform their investment and voting decisions.

Additionally, certain investors use these scores to benchmark businesses against their peers. If we are perceived as lagging, our investors may engage with such third-party organizations to require improved ESG disclosure or performance.

Risks Related to Our Indebtedness

Our substantial indebtedness could adversely affect our financial condition and prevent us from fulfilling our obligations under the Notes and our other indebtedness.

We have a significant amount of indebtedness. We may not generate sufficient cash flow from operations, or have future borrowings available under credit facilities or other sources of financing, to enable us to repay our indebtedness, including the Notes, or to fund our other liquidity needs. As of June 30, 2024, after giving effect to entering into the Fortress Credit Agreement and the use of proceeds thereof, we had approximately $733.5 million of indebtedness outstanding, which comprised $100.0 million outstanding under the Fortress Credit Agreement, $73.4 million outstanding under the Adamantium Loan Agreement (and corresponding amount of Adamantium Bonds), $6.9 million of other secured indebtedness, $408.8 million of Reg D Bonds outstanding, and $109.4 million of Reg A Bonds outstanding. In addition, between July 1, 2024 and August 31, 2024, we issued an additional $63.9 million of August 2023 506(c) Bonds, an additional $0.4 million of Reg A Bonds, and an additional $24.6 million of Adamantium Bonds (and borrowed a corresponding amount under the Adamantium Loan Agreement). In October 2024, we borrowed an additional 35.0 million of delayed draw term loans under the Fortress Credit Agreement and, as of the date of this prospectus have approximately $135.0 million of indebtedness outstanding thereunder. Furthermore, the Fortress Credit Agreement provides for an $8.5 million tranche of loans that represents a contingent principal obligation that is only due and payable (together with accrued interest thereon) upon certain conditions occurring, including payment defaults under the Fortress Credit Agreement or a bankruptcy filing by the obligors thereunder. See “Capitalization” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Indebtedness.”

Specifically, our high level of indebtedness could have important consequences to holders of Notes, including:

• making it more difficult for us to satisfy our obligations with respect to the Notes and our other indebtedness, and if we fail to comply with these requirements, an event of default could result;

• limiting our ability to obtain additional financing to fund future working capital, capital expenditures, investments, acquisitions, or other general corporate requirements;

• requiring a substantial portion of our cash flows to be dedicated to debt service payments instead of other purposes, thereby reducing the amount of cash flows available for working capital, capital expenditures, investments, acquisitions, and other general corporate purposes;

• increasing our vulnerability to general adverse economic and industry conditions;

• exposing us to the risk of increased interest rates, as borrowings under the Fortress Credit Agreement are at variable rates of interest;

• limiting our flexibility in planning for and reacting to changes in the industry in which we compete and to changing business and economic conditions;

• placing us at a disadvantage compared to other, less leveraged competitors or competitors with better access to capital resources, and generally affecting our ability to compete; and

• increasing our cost of borrowing.

Any such consequences could have a material adverse effect on our business, results of operations, and financial condition.

Despite our current level of indebtedness, we will still be able to incur substantially more debt. This could further exacerbate the risks to our financial condition described above.

We may incur significant additional indebtedness in the future. The Indenture will not contain any limitations on our ability to incur additional indebtedness, including Senior Debt. Although the Fortress Credit Agreement contains, and the terms of future indebtedness we incur may contain, restrictions on the incurrence of additional indebtedness, these restrictions are subject to a number of qualifications and exceptions, and the additional indebtedness incurred in compliance with these restrictions could be substantial. If we incur any additional Senior Debt, the holders of that indebtedness will be entitled to repayment in full from any proceeds distributed in connection with any insolvency, liquidation, reorganization, dissolution, or other winding up of our company prior to any payment to holders of Notes. If we incur any additional indebtedness that ranks equally with the Notes, subject to collateral arrangements, the holders of that indebtedness will be entitled to share ratably with you in any proceeds distributed in connection with any insolvency, liquidation, reorganization, dissolution, or other winding up of our company. In either case, this could reduce the amount of proceeds paid to you. These restrictions also will not prevent us from incurring obligations that do not constitute indebtedness. If new indebtedness or other obligations are added to our current indebtedness levels, the related risks that we now face would increase.

We may not be able to generate sufficient cash to service all of our indebtedness, including the Notes, and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful.

As a result of our substantial indebtedness, a significant amount of our cash flow will be required to pay interest and principal on our outstanding indebtedness. Our ability to make scheduled payments on or refinance our indebtedness, including the Notes, depends on our financial condition and operating performance, which are subject to prevailing economic and competitive conditions and to certain financial, business, legislative, regulatory, and other factors beyond our control. We may be unable to maintain a level of cash flows from operating activities sufficient to permit us to pay the principal of, premium, if any, and interest on our indebtedness, including the Notes, or to service our other obligations.

If our cash flows and capital resources are insufficient to fund our debt service obligations, we could face substantial liquidity problems and could be forced to reduce or delay investments and capital expenditures or to dispose of material assets or operations, seek additional debt or equity capital, or restructure or refinance our indebtedness, including the Notes. We may not be able to effect any such alternative measures on commercially reasonable terms or at all and, even if successful, those alternative actions may not allow us to meet our scheduled debt service obligations. If we cannot make scheduled payments on our indebtedness, we will be in default and holders of such indebtedness could declare all outstanding principal of, premium on, and interest, if any, on such indebtedness to be due and payable, and the lenders under any revolving or delayed draw credit facilities, including the Fortress Credit Agreement, could terminate their commitments to loan money to us. As a result of a default, any secured lenders could foreclose against the assets securing their borrowings and we could be forced into bankruptcy or liquidation. All of these events could result in your losing all or a part of your investment in the Notes.

Furthermore, the Fortress Credit Agreement restricts, and our future indebtedness may restrict, our ability to dispose of assets and use the proceeds from such dispositions and may also restrict our ability to raise debt or equity capital to be used to repay other indebtedness when it becomes due. We may not be able to consummate those dispositions or to obtain proceeds in an amount sufficient to meet any debt service obligations then due.

We will need to repay or refinance a substantial amount of our indebtedness prior to maturity of the Notes. Failure to do so could have a material adverse effect on our business, results of operations, and financial condition.

We are offering Notes with maturities ranging from three to eleven years from the date of initial issuance. As of June 30, 2024, after giving effect to entering into the Fortress Credit Agreement and the use of proceeds thereof, we had $349.8 million of indebtedness maturing within three years, including all amounts under the Fortress Credit Agreement, $124.3 million of indebtedness maturing within five years, $186.8 million of indebtedness maturing within seven years, and $247.5 million of indebtedness maturing within eleven years. Furthermore, the Fortress Credit Agreement provides for an $8.5 million tranche of loans that represents a contingent principal obligation that is only due and payable (together with accrued interest thereon) upon certain conditions occurring, including payment defaults under the Fortress Credit Agreement or a bankruptcy filing by the obligors thereunder. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Indebtedness—Fortress Credit Agreement.” Consequently, prior to the maturity of the Notes, we will need to repay, refinance, replace, or otherwise extend the maturity of a substantial amount of our existing indebtedness. Our ability to repay, refinance, replace, or extend will be dependent on, among other things, business conditions, our financial performance, and the general condition of the financial markets. If a financial disruption were to occur at the time that we are required to repay such indebtedness, we could be forced to undertake alternate financings, negotiate for an extension of the maturity of such indebtedness, or sell assets and delay capital expenditures in order to generate proceeds that could be used to repay such indebtedness. We cannot assure you that we will be able to consummate any such transaction on terms that are commercially reasonable, on terms acceptable to us, or at all. Our failure to repay, refinance, replace, or otherwise extend the maturity of our indebtedness could result in an event of default under the documents governing our indebtedness, which could lead to an acceleration or repayment of substantially all of our outstanding indebtedness.

The agreements governing certain of our existing indebtedness contain, and the agreements governing future indebtedness we may incur may contain, a number of restrictive covenants that impose significant operating and financial restrictions on us and may limit our ability to engage in acts that may be in our long-term best interest, including restrictions on our ability to:

• incur additional indebtedness and guarantee indebtedness;

• pay dividends or make other distributions in respect of, or repurchase or redeem, our capital stock;

• prepay, redeem, or repurchase certain indebtedness;

• make loans and investments;

• sell or otherwise dispose of assets;

• incur liens;

• enter into transactions with affiliates;

• designate any of our subsidiaries as unrestricted subsidiaries;

• enter into agreements restricting our subsidiaries’ ability to pay dividends;

• consolidate, merge, sell, or otherwise dispose of all or substantially all of our assets; and

• prepay subordinated or junior lien indebtedness, including the Notes.

In addition, the Fortress Credit Agreement contains financial covenants that require us to maintain (a) a maximum total secured leverage ratio as of the last day of any fiscal quarter of less than or equal to 1.50 to 1.00 (commencing with the fiscal quarter ending December 31, 2024), (b) a minimum current ratio as of the last day of each calendar month of (i) 0.90 to 1.00 from September 30, 2024 through March 31, 2026 and (ii) 1.00 to 1.00 for each calendar month ending thereafter, and (c) a minimum asset coverage ratio as of the last day of any fiscal quarter of at least 2.00 to 1.00 (commencing with the fiscal quarter ending June 30, 2024). Our ability to meet the financial covenant could be affected by events beyond our control.

Furthermore, subject to certain conditions, the Reg A Bonds require that we offer to purchase all or any amount of the outstanding Reg A Bonds at a price equal to the then outstanding principal on the Reg A Bonds being repurchased plus any accrued but unpaid interest on such Reg A Bonds, upon a change of control.

These restrictions may affect our ability to service our indebtedness or grow in accordance with our strategy. As a result of all of these restrictions, we may be:

• limited in how we conduct our business;

• unable to raise additional indebtedness or equity financing to operate during general economic or business downturns; or

• unable to compete effectively or to take advantage of new business opportunities.

A breach of the covenants under any such indebtedness could result in a default under the applicable indebtedness. Such a default may allow the creditors to accelerate the related indebtedness and may result in the acceleration of any other indebtedness to which a cross-acceleration or cross-default provision applies. In addition, an event of default under the Fortress Credit Agreement or any other revolving or delayed draw credit facilities would permit the lenders under those facilities to terminate all commitments to extend further credit thereunder.

Furthermore, if we were unable to repay the amounts due and payable under any secured indebtedness, including the Fortress Credit Agreement, those lenders could proceed against the collateral granted to them, including our available cash, to secure that indebtedness, subject to the provisions of any outstanding intercreditor arrangements. In the event our lenders accelerate the repayment of our borrowings, we and our subsidiaries may not have sufficient assets to repay that indebtedness.

Our variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to increase significantly.

Borrowings under the Fortress Credit Agreement are, and borrowings under indebtedness we may incur in the future may be, at variable rates of interest and expose us to interest rate risk. If interest rates were to increase, our debt service obligations on the variable rate indebtedness would increase even though the amount borrowed remained the same, and our net income and cash flows, including cash available for servicing our indebtedness, including the Notes, will correspondingly decrease. In the future, we may enter into interest rate swaps that involve the exchange of floating- for fixed-rate interest payments in order to reduce interest rate volatility or risk. However, we may not maintain interest rate swaps with respect to any of our variable rate indebtedness, and any swaps we enter into may not fully or effectively mitigate our interest rate risk.

Risks Related to the Notes and this Offering

Your right to receive payment under the Notes is contractually subordinated to Senior Debt.

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• ~~rank~~be ~~contractually~~secured ~~senior~~on ina ~~right~~junior ofbasis, ~~payment~~equally toand ratably with all parity lien indebtedness of the Issuer’s, ~~future~~by ~~indebtedness~~security ~~that~~interests isin ~~contractually~~the ~~subordinated~~Collateral, subject to ~~the~~certain ~~Notes,~~limitations ~~including~~and ~~the~~exceptions ~~Subordinated~~and ~~Reg~~permitted ~~D Bonds~~liens;

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• bewithout ~~effectively~~giving ~~subordinated~~effect to ~~any~~collateral arrangements, rank equally in right of payment with all of the Issuer’s existing orand future ~~secured~~senior indebtedness ~~and~~ (other ~~obligations~~than Senior Debt), including ~~under~~ the ~~Fortress~~Registered ~~Credit~~Unsecured ~~Agreement~~Notes and the ~~Adamantium~~Senior ~~Loan~~Phoenix ~~Agreement, to the extent of the value of the assets securing such indebtedness~~Bonds; ~~and~~

• be ~~structurally~~effectively ~~subordinated~~equal to all of the ~~existing~~Issuer’s ~~and~~ future ~~liabilities~~senior indebtedness (~~including~~other ~~trade~~than ~~payables~~Senior Debt) ofsecured ~~each~~on of the ~~Issuer’s~~same ~~subsidiaries,~~priority ~~including~~basis ~~Adamantium.~~as the Notes;

40• be contractually subordinated to any Senior Debt, including indebtedness under the Fortress Credit Agreement and the Adamantium Loan Agreement;

~~Table~~• be effectively subordinated to any of ~~Contents~~the Issuer’s existing and future indebtedness and other obligations that are secured by assets that do not constitute Collateral to the extent of the value of the assets securing such indebtedness or other obligations, including under the Fortress Credit Agreement and the Adamantium Loan Agreement; and

~~Upon~~• ~~any payment or distribution to creditors of the Issuer in respect of an insolvency event, the holders of Senior Debt will~~ be ~~entitled~~structurally tosubordinated ~~be paid in full from the assets of the Issuer before any payment may be made pursuant~~ to ~~the~~all ~~Notes. Until the Senior Debt is paid in full, any distribution to which holders~~ of the ~~Notes~~existing ~~would~~and ~~be entitled~~future ~~shall~~liabilities ~~instead~~(including betrade ~~made~~payables) toand ~~holders~~preferred ofequity ~~Senior Debt. As a result, in the event~~ of aneach ~~insolvency~~ of the Issuer,’s ~~holders of Senior Debt may recover more~~subsidiaries, ~~ratably,~~including ~~than the holders of Notes~~Adamantium.

Upon any payment or distribution to creditors of the Issuer in respect of an insolvency event the holders of Senior Debt will be entitled to be paid in full from the assets of the Issuer before any payment may be made pursuant to the Notes. Until the Senior Debt is paid in full, any distribution to which holders of the Notes would be entitled shall instead be made to holders of Senior Debt. As a result, in the event of an insolvency of the Issuer, the holders of Senior Debt may recover more, ratably, than the holders of Notes, with respect to assets that do not constitute Collateral.

In addition, the subordination provisions in the Indenture will provide:

•

customary turnover provisions by the Trustee and the holders of the Notes for the benefit of the holders of Senior Debt;

•28 that the Issuer may not make any payment in respect of the Notes if (a) a payment default on Senior Debt has occurred and is continuing or (b) any other default occurs and is continuing on any series of Senior Debt that permits holders of that series of Senior Debt to accelerate its applicable maturity and the Trustee receives a notice of such default from the Issuer or the holders of any Senior Debt, in each case, until such default is cured or waived;

•Table that the holders of the Notes and the Trustee are prohibited, without the prior consent of such holders of Senior Debt, from taking any enforcement action in relation to the Notes for a period of 90 days after delivery of notice of an event of default under the Indenture to the holders of Senior Debt; andContents

•

that the Issuer may not make any payment in respect of the Notes if (a) a payment default on Senior Debt has occurred and is continuing, (b) any default or event of default under any Senior Debt would result from such payment or distribution under any covenant contained in such Senior Debt restricting payments on indebtedness, or (c) any other default occurs and is continuing on any series of Senior Debt that permits holders of that series of Senior Debt to accelerate its applicable maturity and the Trustee receives a notice of such default from the Issuer or the holders of any Senior Debt, in each case, until such default is cured or waived;

•

that, so long as any Senior Debt remains outstanding, the holders of the Notes and the Trustee are prohibited, without the prior consent of such holders of Senior Debt, from taking any enforcement action; and

•

that if the Issuer fails to pay the principal of or accrued and unpaid interest, if any, on a Note, on the due date, because of the subordination provisions of the Indenture, the failure shall not constitute a default or event of default under the Indenture.

The Indenture will also provide that, except under very limited circumstances, only the Trustee will have standing to bring an enforcement action in respect of the Notes. Moreover, the Indenture restricts the rights of holders of the Notes to initiate insolvency proceedings or take legal actions against the Issuer, and by accepting any Note each such holder will be deemed to have agreed to these restrictions. As a result of these restrictions, holders of the Notes will have limited remedies and recourse under the Notes in the event of a default by the Issuer.

As of ~~June~~March 3031, ~~2024~~2026, ~~after giving effect to entering into the Fortress Credit Agreement and the use of proceeds thereof,~~ $~~333~~812.93 million of our outstanding indebtedness would have constituted Senior Debt, ~~including~~of ~~the~~which $525.0 million ~~borrowings~~constitutes ~~thereunder~~senior ~~(including~~priority secured indebtedness under the ~~DDTL~~Fortress ~~Facility~~Credit ~~(as defined below))~~Agreement. Furthermore, the Fortress Credit Agreement provides for ana $815.5 0 million tranche of loans that represents a contingent principal obligation that is only due and payable (together with accrued interest thereon) upon certain conditions occurring, including payment defaults under the Fortress Credit Agreement or a bankruptcy filing by the obligors thereunder. For a description of the terms of the Fortress Credit Agreement, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Indebtedness—Fortress Credit Agreement.” Between July 1, 2024 and August 31, 2024, we also issued an additional $63.9 million of August 2023 506(c) Bonds, an additional $24.6 million of Adamantium Bonds (and borrowed a corresponding amount under the ~~Adamantium~~section ~~Loan Agreement), and an additional $0.4 million~~ of ~~Reg A~~our ~~Bonds,~~Q1 ~~all~~Quarterly ofReport ~~which~~entitled ~~would have constituted Senior Debt. See~~ “~~Capitalization” and “~~Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Indebtedness—Fortress Credit Agreement.”

~~The~~We ~~Notes~~may also incur additional Senior Debt in the future. If we incur any additional Senior Debt, the holders of that indebtedness will be ~~effectively~~entitled ~~subordinated~~to repayment in full from any proceeds distributed in connection with any insolvency, liquidation, reorganization, dissolution, or other winding up of us prior to any payment to holders of the Notes. If we incur any additional indebtedness ~~under~~that ranks equally with the ~~Fortress~~Notes, ~~Credit~~subject ~~Agreement~~to collateral arrangements, the ~~Adamantium~~holders ~~Loan~~of ~~Agreement,~~that ~~and~~indebtedness will be entitled to share ratably with you in any proceeds distributed in connection with any insolvency, liquidation, reorganization, dissolution, or other winding up of us. See the section of our ~~other~~2025 Annual Report entitled “Risk Factors—Risks Related to Our Indebtedness—Despite our ~~secured~~current level of indebtedness, we will still be able to ~~the~~incur ~~extent~~substantially ofmore ~~the~~debt. ~~value~~This ofcould further exacerbate the ~~assets~~risks ~~securing~~to ~~that~~our ~~indebtedness~~financial condition described above.”

The Notes ~~will~~are ~~not~~the ~~be secured by any of our or our subsidiaries~~Issuer’s ~~assets.~~obligations Asalone aand ~~result, the Notes~~ will be ~~effectively~~structurally subordinated to ~~the~~all ~~indebtedness~~obligations ~~under the Fortress Credit Agreement, the Adamantium Loan Agreement, and any~~ of ~~our other secured indebtedness with respect to~~ the ~~assets~~ that secure that indebtedness. As of June 30, 2024, after giving effect to entering into the Fortress Credit Agreement and the use of proceeds thereof, we had $173.4 million of outstanding secured indebtedness, including the borrowings thereunder (including under the DDTL Facility (as defined below)) primarily associated with our borrowings under the Fortress Credit Agreement and the Adamantium Loan Agreement. Furthermore, the Fortress Credit Agreement provides for an $8.5 million tranche of loans that represents a contingent principal obligation that is only due and payable (together with accrued interest thereon) upon certain conditions occurring, including payment defaults under the Fortress Credit Agreement or a bankruptcy filing by the obligors thereunder. For a description of the terms of the Fortress Credit Agreement, see “ManagementIssuer’s ~~Discussion~~existing and ~~Analysis of Financial Condition and Results of Operations—Liquidity and Capital~~future ~~Resources—Indebtedness—Fortress Credit Agreement~~subsidiaries.” ~~Between July 1, 2024 and August 31, 2024, we also issued an additional $24.6 million of Adamantium Bonds (and borrowed a corresponding amount under the Adamantium Loan Agreement).~~

In addition, we may incur additional secured indebtedness in the future. The effect of this subordination is that, upon a default in payment on, or the acceleration of, any of our secured indebtedness, or in the event of bankruptcy, insolvency, liquidation, dissolution, or reorganization of the Issuer, the proceeds from the sale of such assets securing our secured indebtedness will be available to repay obligations on the Notes only after all obligations under the Fortress Credit Agreement, the Adamantium Loan Agreement, and any of our other secured indebtedness have been paid in full, and holders of the Notes will participate ratably in our remaining assets with all holders of our unsecured indebtedness that are deemed to be of the same class as the Notes, and potentially with all of our other general creditors, based upon the respective amounts owed to each holder or creditor. As a result, holders of the Notes may receive less, ratably, than the holders of secured indebtedness in the event of our bankruptcy, insolvency, liquidation, dissolution, or reorganization.

The Notes are the Issuer’s obligations alone, and will be structurally subordinated to all obligations of the Issuer’s existing and future subsidiaries.

The Notes are the Issuer’s obligations alone, and not the obligation of any of its subsidiaries. None of the Issuer’s existing or future subsidiaries will guarantee the Notes, and therefore will have no obligation, contingent or otherwise, to pay amounts due under the Notes or to make any funds available to pay those amounts, whether by dividend, distribution, loan, or other payment. The Notes therefore will be structurally subordinated to all indebtedness and other obligations of any of the Issuer’s subsidiaries such that, in the event of insolvency, liquidation, reorganization, dissolution, or other winding up of any such subsidiary, all of that subsidiary’s creditors (including trade creditors) would be entitled to payment in full out of that subsidiary’s assets before the Issuer would be entitled to any payment from that subsidiary (and, therefore, the Issuer’s creditors, including holders of the Notes, to participate in those assets).

In29 particular, Adamantium, the Issuer’s wholly owned subsidiary, has issued $103.6 million of Adamantium Bond, as of August 31, 2024. The holders of the Adamantium Bonds will therefore be entitled to payment in full out of Adamantium’s assets in the event of an insolvency, liquidation, reorganization, dissolution, or other winding up of Adamantium, including Adamantium’s primary asset—the Adamantium Loan Agreement. Borrowings under the Adamantium Loan Agreement are secured by mortgages on certain of our properties, which mortgages are junior to the security interest of the Fortress Credit Agreement and other existing and future senior secured indebtedness. The Adamantium Loan Agreement can be amended or waived without the consent of the holders of the Adamantium Bonds or any other holders of our debt, including the Notes. Any such amendment may be adverse to the interests of holders of Notes.

In particular, Adamantium, the Issuer’s wholly owned subsidiary, has issued $287.3 million of Adamantium Securities as of March 31, 2026. The holders of the Adamantium Securities will therefore be entitled to payment in full out of Adamantium’s assets in the event of an insolvency, liquidation, reorganization, dissolution, or other winding up of Adamantium, including Adamantium’s primary asset—the Adamantium Loan Agreement. Borrowings under the Adamantium Loan Agreement are secured by mortgages on certain of our properties, which mortgages are junior to the security interest of the Fortress Credit Agreement and other existing and future senior secured indebtedness. The Adamantium Loan Agreement can be amended or waived without the consent of the holders of the Adamantium Securities or any other holders of our debt, including the Notes. Any such amendment may be adverse to the interests of holders of Notes.

The Indenture will not restrict the Issuer’s subsidiaries from incurring additional indebtedness and will not contain any limitation on the amount of other liabilities, such as trade payables, that may be incurred by these subsidiaries. Any additional indebtedness incurred by the Issuer’s subsidiaries will increase the risks described above.

As of ~~June 30~~March 31, ~~2024~~2026, the Issuer’s subsidiaries held approximately $~~172~~1.94 ~~million~~billion, or 2668.8%, of our total consolidated assets and approximately $36529.78 million, or 526.0%, of our total consolidated liabilities, and accounted for approximately $34263.01 million, or 2888.1%, of our consolidated revenue for the ~~six~~three months ended ~~June 30, 2024 and approximately $1.2~~March ~~million, or 1%, of our consolidated revenue for the year ended December~~ 31, ~~2023~~2026 (all amounts presented exclude intercompany balances).

We conduct some or all of our operations through subsidiaries and may not have access to sufficient cash to make payments on the Notes.

We are a holding company with limited direct operations. Substantially all of our operations are conducted through our subsidiaries. Our most significant assets are the equity interests we hold in our subsidiaries. Accordingly, our ability to meet outstanding debt service, including with respect to the Notes, make dividend payments on our preferred equity, and satisfy other obligations is dependent on the generation of cash flow by our subsidiaries and their ability to make such cash available to us, whether by dividend, debt repayment, or otherwise. Our subsidiaries do not have any obligation to pay amounts due on the Notes or our other indebtedness or preferred equity or to make funds available for that purpose. Our subsidiaries may not be able to, or may not be permitted to, make distributions to enable us to make payments in respect of our indebtedness, including the Notes, make dividend payments on our preferred equity, or satisfy other obligations. Each subsidiary is a separate and distinct legal entity, and, under certain circumstances, legal and contractual restrictions may limit our ability to obtain cash from our subsidiaries. While the Fortress Credit Agreement limits, and future indebtedness we incur may limit, the ability of our subsidiaries to incur consensual restrictions on their ability to pay dividends or make other intercompany payments to us, these limitations are subject to qualifications and exceptions. In the event that we do not receive distributions from our subsidiaries, we may be unable to make required principal and interest payments on our indebtedness, including the Notes.

The terms of the Indenture and the Notes will not necessarily restrict our ability to take actions that may impair our ability to pay interest on and principal of the Notes.

Although the Indenture will include covenants that will restrict us from taking certain actions, the terms of these covenants will include important exceptions that you should review carefully before investing in the Notes. Among other things, the Indenture will not require us or any of our subsidiaries to maintain any financial ratios other than with respect to maintenance of the Loan-to-Value Ratio, maintain a sinking fund, or repurchase debt securities in the event of a change of control or asset sale, and will not limit our or our subsidiaries’ ability to incur indebtedness, pay dividends or make other distributions in respect of, or repurchase or redeem, capital stock, prepay, redeem, or repurchase indebtedness, issue preferred stock or similar equity securities, make loans and investments, sell or otherwise dispose of assets, incur liens, enter into transactions with affiliates, or enter into agreements restricting subsidiaries’ ability to pay dividends. Such actions may adversely affect our ability to perform our obligations under the Indenture and the Notes and could intensify the related risks that we face.

4230

You will not have the benefit of an independent review of the terms of the Notes, the prospectus, or our company as would customarily be performed in underwritten securities offerings.

In a traditional underwritten securities offering, investment banks acting as underwriters or placement agents undertake a due diligence exercise with the issuer, including business, financial, legal, and accounting analysis, and review the prospectus for material misstatements or omissions. The investment banks in an underwritten securities offering also assist with structuring the terms of the securities, including pricing, and engaging with investors.

We are offering the Notes without an underwriter or placement agent. Therefore, you will not have the benefit of an independent review of the terms of the Notes, the prospectus, or our company. Accordingly, you should consult your own investment, tax, financial, and other professional advisors prior to deciding whether to invest in the Notes.

We may redeem your Notes at our option, which may adversely affect your return.

As described under “Description of Notes—Optional Redemption,” we have the right to redeem the Notes in whole or in part at any time at a redemption price of 100.0% of the principal amount being redeemed, plus accrued and unpaid interest. We may choose to exercise these redemption rights when prevailing interest rates are relatively low. As a result, you may not be able to reinvest the redemption proceeds in a comparable security at an effective interest rate as high as that of the Notes.

Holders of Notes will have a limited right to require us to redeem their Notes, and we may not be able to repurchase such Notes when requested.

ASubject to the provisions described in “Description of Notes—Subordination,” a holder may require us to redeem its Notes at par in connection with any Set Put Date, and may otherwise require us, at any time and from time to time prior to maturity, to redeem its Notes at a price equal to 95% of the aggregate principal amount of such Notes plus accrued and unpaid interest to, but excluding, the date of redemption, subject to certain exceptions and to anthe ~~annual~~10% ~~cap~~Limit. onRedemption ~~all~~requests ~~such~~for ~~redemptions~~the ofNotes ~~10%~~will ofbe processed in the ~~aggregate~~order ~~principal~~they ~~amount~~are received by the Issuer without regard to date of ~~all~~issuance or Set Put Interval of the Notes ~~issued~~for ~~and~~which ~~then~~redemption ~~outstanding~~has been requested.

The terms of the Registered Unsecured Notes, the Adamantium Securities, the Reg D/Reg A Bonds, and the Exchange Notes contain mandatory redemption provisions providing the holders thereof with the ability to request redemption of their bonds at any time prior to maturity at a price equal to 100% (with respect to the Adamantium Secured Note), 90% (with respect to the Senior Reg D Bonds), or 95% (with respect to the Registered Unsecured Notes, the Adamantium Bonds, the Reg A Bonds, the Subordinated Reg D Bonds, and the Exchange Notes) of the principal amount being redeemed. The amount of such redemption is limited (i) on an annual basis to 10% of the aggregate principal amount of Registered Unsecured Notes, Adamantium Bonds, Reg A Bonds, Subordinated Reg D Bonds, or Exchange Notes, as applicable, then issued and outstanding and (ii) $5.0 million in aggregate principal amount of the Adamantium Secured Note in any 12-month period. No amounts redeemed under such debt will count towards the 10% Limit under the Notes. Redemption requests for the Notes will be processed in the order they are received by the Issuer without regard to date of issuance or Set Put Interval of the Notes for which redemption has been requested. Except as set out in the preceding sentence with respect to redemption requests for the Notes relative to other redemption requests for the Notes, we intend to process redemption requests for any holder of our debt securities, regardless of which tranche of debt such holder holds, in the order in which such request is received, and do not intend to prioritize redemption requests under the Reg D/Reg A Bonds, Exchange Notes, or Adamantium Securities over redemption requests under the Notes, or vice versa; however, we are not obligated to do so and may, in the future, determine to honor redemption requests as among the tranches of our debt securities under different criteria, whether prioritizing near-term maturities, higher interest rates, specific interest payment methods, or otherwise. Any such determination will be made in our sole discretion. As a result, redemption requests for the Notes may receive

lower priority as compared to redemption requests for our other debt securities. See “—Your right to receive payment under the Notes is contractually subordinated to Senior Debt” and the section of our Q1 Quarterly Report entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Indebtedness.”

Our affiliates are not prohibited from owning the Notes or our other indebtedness and may, from time to time, have their Notes or other indebtedness redeemed by us in accordance with the terms of the applicable indebtedness or otherwise. The principal amount of any Notes requested for redemption by, and redeemed from, our directors, our executive officers, or their respective family members (an “executive redemption request”) during any calendar year will not be included in calculating the 10% Limit with respect to a redemption request made by any other holder (a “non-executive redemption request”) for such calendar year; however, such redemptions will be included in calculating the 10% Limit with respect to an executive redemption request. As a result, in no circumstance will an executive redemption request decrease the 10% Limit with respect to a non-executive redemption request, but a non-executive redemption request will decrease the 10% Limit with respect to an executive redemption request. For example, if the 10% Limit at the time of a redemption request is $10.0 million, and an executive redemption request is made for $7.5 million aggregate principal amount of Notes and such Notes are redeemed by the Issuer, the 10% Limit remains at $10.0 million for any non-executive redemption requests; however, the 10% Limit for a subsequent executive redemption request would become $2.5 million. Conversely, if the 10% Limit at the time of a redemption request is $10.0 million, and a non-executive redemption request is made for $7.5 million aggregate principal amount of Notes and such Notes are redeemed by the Issuer, the 10% Limit for a subsequent redemption request, whether an executive redemption request or a non-executive redemption request, would become $2.5 million. Therefore, we may be required to purchase up to 20% of the then-outstanding Notes pursuant to the 10% Limit in any calendar year to the extent that executive redemption requests made prior to any non-executive redemption request reach the 10% Limit in such calendar year and subsequent non-executive redemption requests also reach the 10% Limit in such calendar year.

The source of funds for any purchase of the Notes would be our available cash or cash generated from our operations or other sources, including borrowings, sales of assets, or sales of equity. We may not be able to repurchase the Notes upon a redemption request because we may not have sufficient financial resources to purchase all of the Notes requested for redemption. We may require additional financing from third parties to fund any such purchases, and we may be unable to obtain financing on satisfactory terms or at all. Further, our ability to repurchase the Notes may be limited or prohibited by contract or by law. In order to retain funds sufficient to satisfy redemption requests we may have to avoid taking certain actions that would otherwise be beneficial to us.

We will not otherwise be required to redeem the Notes at the request of any holder, whether upon a change of control, in connection with an asset sale or casualty event, at the holder’s option, or otherwise. As a result, holders should expect to hold their Notes until maturity. Although we will pay a fixed rate of interest on the Notes, holders may have to forego opportunities to apply the amounts invested in the Notes in other ways, including in a more lucrative investment.

Notes may only be transferred with our consent. There is no established trading market for the Notes and an active trading market for the Notes is not expected to develop.

The Notes will be a new issue of securities with no established trading market or trading platform. Notes will be ~~transferrable~~transferable by a holder only with our prior written consent, which we may provide at our sole discretion and determine on an ad hoc basis. See “Description of Notes—Transfer.” We do not intend to apply to list the Notes on any securities exchange or over-the-counter market, or to arrange for quotation on any automated dealer quotation system, and we do not expect an active trading market for the Notes to develop.

Even if we permit transfers and obtain a listing or quotation in the future, we do not know the extent to which investor interest will lead to the development and maintenance of a liquid trading market. If a trading market were to develop, future trading prices of the Notes may be volatile and will depend on many factors, including:

•

the number of holders of Notes;

•

prevailing interest rates;

•

our operating performance and financial condition;

•

the interest of securities dealers in making a market for them; and

•

the market for similar securities.

As a result, an active trading market may not develop for the Notes. If no trading platform is established, or an active trading market does not develop or is not maintained, the market price and liquidity of the Notes would be adversely affected. In that case, you may not be able to sell your Notes at a particular time, at a favorable price, or at all. Therefore, you must be prepared to hold your Notes to maturity and should not purchase Notes unless you understand, and know you can bear, all of the investment risks involving the Notes.

Even if an active trading market for the Notes does develop, there is no guarantee that it will continue. Historically, the market for non-investment grade debt has been subject to severe disruptions that have caused substantial volatility in the prices of securities similar to the Notes. The market, if any, for the Notes may experience similar disruptions, and any such disruptions may adversely affect the liquidity in that market or the prices at which you may sell your Notes. In addition, subsequent to their initial issuance, the Notes may trade at a discount from their initial offering price, depending upon prevailing interest rates, the market for similar Notes, our performance, and other factors.

43Notes with longer Set Put Intervals may expose holders to higher risk than those with shorter Set Put Intervals. Likewise, Compound Interest Notes may expose holders to higher risk than Cash Interest Notes.

~~Table~~We are offering Notes with Set Put Intervals of ~~Contents~~three, six, nine, twelve, and eighteen months, and we are offering Notes for which we will pay interest in cash (i.e., Cash Interest Notes) and Notes for which we will pay interest by adding such interest to the then-outstanding principal amount of the Notes (i.e., Compound Interest Notes).

~~Notes~~A Note with a longer ~~terms~~Set ~~may~~Put ~~expose~~Interval ~~holders~~will provide the holder thereof with fewer opportunities to ~~higher~~request ~~risk~~redemption ~~than~~at par prior to maturity. As a result, a holder of a Note with a longer Set Put Interval will be subject to and affected by the potential risks to our company, our significant indebtedness, the Notes, and this offering (including those described in this “Risk Factors” section) for a longer period of time than a holder of a Note with a shorter ~~terms.~~Set ~~Likewise~~Put Interval, ~~Compound~~ ~~Interest~~resulting ~~Notes~~in ~~may~~a ~~expose~~greater ~~holders~~chance of an adverse event occurring prior to ~~higher~~the ~~risk~~Note’s ~~than~~next ~~Cash~~Set ~~Interest~~Put ~~Notes~~Date.

WeLikewise, ~~are~~holders ~~offering~~of ~~Notes~~Cash ~~with~~Interest ~~maturities~~Notes ~~ranging from~~will ~~three~~receive tocash ~~eleven~~interest ~~years~~payments monthly, ~~and~~while weholders ~~are~~of ~~offering~~Compound Interest Notes ~~for~~will ~~which~~not receive weany ~~will~~payments ~~pay~~on ~~interest~~their inNotes ~~cash~~until (imaturity or earlier redemption.e. As a result, ~~Cash~~holders ~~Interest~~of ~~Notes)~~Compound ~~and~~Interest Notes ~~for~~will ~~which~~not wegain ~~will~~any ~~pay~~liquidity ~~interest~~from bytheir ~~adding~~investment ~~such~~and ~~interest~~will tosubject both the ~~then-outstanding~~ principal ~~amount~~and ofinterest ~~the~~on their Notes to the ~~(i.e.,~~increased ~~Compound~~risks ~~Interest~~described ~~Notes)~~above.

By necessity, a Note with a longer term will be subject to and affected by the potential risks to our company, our significant indebtedness, the Notes, and this offering (including those described in this “Risk Factors” section) for a longer period of time than a shorter-term Note, resulting in a greater chance of an adverse event occurring prior to maturity of a longer-termed Note.

Likewise, holders of Cash Interest Notes will receive cash interest payments monthly, while holders of Compound Interest Notes will not receive any payments on their Notes until maturity or earlier redemption at the option of the Issuer. As a result, holders of Compound Interest Notes will not gain any liquidity from their investment and will subject both the principal and interest on their Notes to the increased risks described above.

Noteholders must rely on us as note registrar and paying agent under the Indenture.

The Issuer will initially act as paying agent and registrar for the Notes, and will be responsible for making payments on the Notes and maintaining an ownership register. We may have a conflict of interest in serving as the paying agent and registrar, and the absence of a third-party paying agent or registrar may result in less protection to noteholders. For example, if we suffer any successful cyberattacks on our systems, such attacks may ~~effect~~affect our records of noteholders, resulting in unauthorized access to your information and even potential loss of records for your Notes.

We may invest or spend the proceeds of this offering in ways with which you may not agree.

Although we intend to use the proceeds from this offering as described under “Use of Proceeds,” we will not be contractually obligated to do so and will retain broad discretion over the use of proceeds from this offering. You may not agree with the manner in which our management chooses to allocate and use the net proceeds. Our management may use the proceeds for purposes that may not increase our profitability or otherwise ensure our ability to pay interest on, and principal of, the Notes. In addition, pending our use of the proceeds, we may invest the proceeds primarily in instruments that do not produce significant income or that may lose value.

Fraudulent transfer and conveyance laws may permit a court to void the Notes or related security interests and, if that occurs, you may not receive any payments on the Notes.

Fraudulent transfer and conveyance laws may apply to the issuance of the Notes or the incurrence of the related security interests. Under bankruptcy laws and other fraudulent transfer or conveyance laws, the Notes could be avoided as a fraudulent transfer or conveyance if the Issuer (a) issued the Notes or incurred the related security interests with the intent of hindering, delaying, or defrauding creditors or (b) received less than reasonably equivalent value or fair consideration in return for issuing the Notes or incurring the related security interests and, in the case of clause (b) only, one of the following is also true at the time thereof:

• the Issuer was insolvent or rendered insolvent by reason of the issuance of the Notes or the incurrence of the related security interests;

• the issuance of the Notes or the incurrence of the related security interests left the Issuer with an unreasonably small amount of capital or assets to carry on the business engaged in or contemplated;

•

the Issuer intended to, or believed that the Issuer would, incur indebtedness beyond our ability to pay such indebtedness as it matures; or

•

the Issuer was a defendant in an action for money damages, or had a judgment for money damages docketed against the Issuer, if, in either case, the judgment is unsatisfied after final judgment.

The measures of insolvency for purposes of fraudulent conveyance or fraudulent transfer laws vary depending upon the law of the state or jurisdiction that is being applied, such that we cannot be certain as to: (1) the standards a court would use to determine whether or not the Issuer was insolvent at the relevant time, or, regardless of the standard that a court uses, that it would not determine that the Issuer was indeed insolvent on that date; (2) that any payments to the holders of the Notes did not constitute preferences, fraudulent conveyances., or fraudulent transfers on other grounds; or (3) that the issuance of the Notes or the incurrence of the related security interests would not be subordinated to the Issuer’s other indebtedness. In general, however, a court would deem an entity insolvent if:

•

the sum of its indebtedness, including contingent and unliquidated liabilities, was greater than the fair value of all of its assets;

•

the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability on its existing indebtedness, including contingent liabilities, as they become absolute and mature; or

•

it could not pay its indebtedness as it became due.

If a court were to find that the issuance of the Notes or the incurrence of the related security interests was a fraudulent transfer or conveyance, the court could void the payment obligations under the Notes, subordinate the Notes or the related security interests to presently existing and future indebtedness of the Issuer, or require the holders of the Notes to repay any amounts received. In the event of a finding that a fraudulent transfer or conveyance occurred, you may not receive any repayment on the Notes. Further, the avoidance of the Notes could result in an event of default with respect to our other indebtedness that could result in acceleration of that indebtedness.

In34 addition, any payment by the Issuer pursuant to the Notes made at a time the Issuer was found to be insolvent could be voided and required to be returned to the or to a fund for the benefit of the Issuer’s creditors if such payment is made to an insider within a one-year period prior to a bankruptcy filing or within 90 days for any outside party and such payment would give such insider or outsider party more than such party would have received in a distribution under the Bankruptcy Code, in a hypothetical Chapter 7 case.

Finally,Table as a court of equity, the bankruptcy court may subordinate the claims in respect of the Notes to other claims against the Issuer under the principle of equitable subordination if the court determines that (1) the holder of the Notes engaged in some type of inequitable conduct, (2) the inequitable conduct resulted in injury to our other creditors or conferred an unfair advantage upon the holders of the Notes, and (3) equitable subordination is not inconsistent with the provisions of the Bankruptcy Code. Contents

In addition, any payment by the Issuer pursuant to the Notes made at a time the Issuer was found to be insolvent could be voided and required to be returned to the Issuer or to a fund for the benefit of the Issuer’s creditors if such payment is made to an insider within a one-year period prior to a bankruptcy filing or within 90 days for any outside party and such payment would give such insider or outsider party more than such party would have received in a distribution under Title 11 of the United States Code, as amended (the “Bankruptcy Code”), in a hypothetical Chapter 7 case.

Finally, as a court of equity, the bankruptcy court may subordinate the claims in respect of the Notes or the related security interests to other claims against the Issuer under the principle of equitable subordination if the court determines that (1) the holder of the Notes engaged in some type of inequitable conduct, (2) the inequitable conduct resulted in injury to our other creditors or conferred an unfair advantage upon the holders of the Notes, and (3) equitable subordination is not inconsistent with the provisions of the Bankruptcy Code.

If a bankruptcy petition was filed by or against us, the allowed claim for the Notes may be less than the principal amount of the Notes stated in the Indenture.

If a bankruptcy petition was filed by or against us under the Bankruptcy Code after the issuance of the Notes, the claim by any holder of the Notes for the principal amount thereof may be allowed in an amount equal to the sum of:

•

the original issue price of the Notes; and

•

that portion of the stated principal amount of the Notes that exceeds the issue price thereof, if any, that does not constitute “unmatured interest” for the purposes of the Bankruptcy Code.

Any such discount that was not amortized as of the date of the bankruptcy filing would constitute unmatured interest, which is not allowable as part of a bankruptcy claim under the Bankruptcy Code. Accordingly, holders of the Notes under these circumstances may receive an amount that is less than the principal amount thereof stated in the Indenture.

The Compound Interest Notes will be, and the Cash Interest Notes may be, issued with original issue discount for U.S. federal income tax purposes.

Because stated interests on the Compound Interest Notes will be paid in the form of an increase in the principal amount of the Compound Interest Notes, no stated interest payments on the Compound Interest Notes will be treated as “qualified stated interests” for U.S. federal income tax purposes. As a result, the Compound Interest Notes will be treated as having been issued with OID for U.S. federal income tax purposes in an amount ~~in an amount~~ equal to the excess of the total payments of principal and stated interest on the Compound Interest Notes over their issue price. In addition, Cash Interest Notes may be issued with OID for U.S. federal income tax purposes. In the event a Note is issued with OID, a U.S. holder of such Note generally will be required to include OID in gross income (as ordinary income) on an annual basis under a constant yield accrual method, regardless of such U.S. holder’s regular method of accounting for U.S. federal income tax purposes. As a result, such U.S. holder will generally include any OID in income in advance of the receipt of cash attributable to such income. For more information, see “Certain Material U.S. Federal Income Tax Considerations.”

4535

Risks ~~Relating~~Related to ~~Our~~the ~~Status~~Collateral ~~as a Public Reporting Company~~

WeThe ~~are~~liens ansecuring ~~emerging~~the ~~growth~~Notes ~~company,~~will ~~subject~~be junior in priority to ~~less~~the ~~stringent~~liens ~~reporting~~securing the Fortress Credit Agreement and ~~regulatory~~any ~~requirements~~other senior-priority secured indebtedness, and holders of ~~other~~such ~~publicly~~senior-priority ~~reporting~~secured ~~companies~~indebtedness will receive all proceeds from any realization on the Collateral until all such senior-priority secured obligations are paid and discharged.

WeThe ~~are~~Notes anwill ~~“emerging~~be ~~growth~~secured ~~company”~~on asa ~~defined~~junior inbasis, ~~Section 2(a)(19)~~equally and ratably with all parity lien indebtedness of the ~~Securities~~Issuer, ~~Act.~~by Asthe ~~long~~Collateral, assubject weto certain ~~remain~~limitations anand ~~emerging growth~~exceptions ~~company~~and permitted liens, wewhich ~~may~~security ~~take~~interest ~~advantage~~will ofbe ~~specified~~junior ~~reduced~~to ~~disclosure~~the ~~and~~security ~~exemptions~~interests ~~from~~on ~~various~~the ~~reporting~~Collateral ~~and~~under ~~regulatory~~the ~~requirements~~Fortress ~~that~~Credit ~~are~~Agreement ~~applicable~~and toany other ~~public~~senior-priority ~~reporting~~secured ~~companies~~indebtedness that ~~are~~we ~~not~~may ~~emerging~~incur. ~~growth~~See “Description ~~companies~~of Notes—Security.” ToAs a result, the ~~extent~~liens ~~we take~~on ~~advantage~~the ofCollateral ~~such~~securing ~~reduced~~the ~~disclosure~~Notes ~~obligations~~will orbe ~~exemptions,~~fully itsubordinated ~~may~~to ~~make~~the ~~comparison~~liens ofon the Collateral securing our ~~financial~~obligations ~~statements~~under ~~with~~the ~~other~~Fortress ~~public~~Credit ~~reporting~~Agreement ~~companies~~and ~~difficult~~any other orsenior-priority ~~impossible~~secured indebtedness. InAs ~~addition~~of March 31, ~~Section~~2026, we had $525.0 ~~107~~million of ~~the~~outstanding ~~JOBS~~senior-priority ~~Act~~secured ~~provides~~indebtedness ~~that~~associated ~~an emerging~~with ~~growth~~our ~~company~~borrowings ~~can~~under ~~take~~the ~~advantage~~Fortress ofCredit Agreement. Furthermore, the ~~extended~~Fortress Credit ~~transition~~Agreement ~~period~~provides ~~provided~~for ina ~~Section~~$15.0 ~~7(a)(2)(B)~~million tranche of ~~the~~loans ~~Securities~~that ~~Act~~represents ~~for~~a ~~complying~~contingent ~~with~~principal ~~new~~obligation orthat ~~revised~~is ~~accounting~~only ~~standards,~~due ~~meaning~~and ~~that~~payable we(together ~~can~~with ~~delay~~accrued ~~the~~interest ~~adoption~~thereon) ofupon certain conditions occurring, including payment defaults ~~accounting~~under ~~standards~~the ~~until~~Fortress ~~those~~Credit ~~standards~~Agreement ~~would~~or ~~otherwise~~a ~~apply~~bankruptcy tofiling ~~private~~by ~~companies~~the obligors thereunder. WeFor ~~have~~a ~~elected~~description toof ~~take~~the ~~advantage~~terms of ~~this~~the ~~extended~~Fortress ~~transition~~Credit ~~period~~Agreement, ~~and~~see asthe asection ~~result,~~of our ~~financial~~Q1 ~~statements~~Quarterly ~~may~~Report ~~not~~entitled be“Management’s ~~comparable~~Discussion ~~with similarly situated~~and ~~public~~Analysis ~~reporting~~of ~~companies.~~Financial ~~See~~Condition ~~“Prospectus~~and ~~Summary—Implications~~Results of ~~Being~~Operations—Liquidity anand ~~Emerging~~Capital ~~Growth~~Resources—Indebtedness—Fortress ~~Company~~Credit Agreement.”

WeThe effect of this subordination is that, upon a default in payment on, or the acceleration of, any of our senior-priority secured indebtedness, including the Fortress Credit Agreement, or in the event of bankruptcy, insolvency, liquidation, dissolution, or reorganization of the Issuer, the proceeds from the sale of Collateral will ~~incur~~be available to repay obligations on the Notes ~~significant~~only ~~increased~~after ~~costs~~all obligations under the Fortress Credit Agreement and ~~become~~any of our other senior-priority secured indebtedness have been paid in full with the proceeds of the Collateral, and, subject to ~~additional~~permitted ~~regulations~~liens, ~~and~~holders ~~requirements~~of asthe Notes will only thereafter participate ratably in Collateral with all holders of any parity lien indebtedness on a pari passu basis. As a result, holders of ~~becoming~~the aNotes ~~public~~may ~~reporting~~receive ~~company~~less, ~~and~~ratably, than the holders of senior-priority secured indebtedness in the event of our ~~management~~bankruptcy, insolvency, liquidation, dissolution, or reorganization. The Indenture will benot ~~required~~prevent tous ~~devote~~from ~~substantial~~incurring ~~time~~additional tosenior-priority ~~new~~secured ~~compliance~~indebtedness ~~matters~~or any parity lien indebtedness. The incurrence of any such indebtedness would enhance these risks.

As a public reporting company, we will incur significant legal, regulatory, finance, accounting, investor relations, and other expenses that we have not incurred as a private company, including costs associated with public company reporting requirements. We also have incurred and will continue to incur costs associated with SOX and the Dodd-Frank Wall Street Reform and Consumer Protection Act, and related rules implemented by the SEC. The ~~expenses~~rights incurred by public reporting companies for reporting and corporate governance purposes have been increasing. We expect these rules and regulations to increase our legal and financial compliance costs and to make some activities more time-consuming and costly, although we are currently unable to estimate these costs with any degree of ~~certainty.~~holders ~~Our management will need to devote a substantial amount~~ of ~~time~~Notes to ensure that we comply with all of these requirements, diverting the attention of management away from revenue-producing activities. These laws and regulations also could make it more difficult or costly for us to obtain certain types of insurance, including director and officer liability insurance, and we may be ~~forced~~adversely toaffected ~~accept~~by ~~reduced policy limits and coverage or incur substantially higher costs to obtain~~ the ~~same~~Intercreditor ~~or similar coverage~~Agreement. These laws and regulations could also make it more difficult for us to attract and retain qualified persons to serve as our executive officers. Furthermore, if we are unable to satisfy our obligations as a public reporting company, we could be subject to fines, sanctions, and other regulatory action and potentially civil litigation.

~~Furthermore,~~Under ~~there~~the isterms ~~no minimum amount~~ of ~~Notes~~the ~~that~~Intercreditor ~~must~~Agreement, bethe ~~sold~~liens ~~before~~on the ~~proceeds~~Collateral ~~received~~securing ~~from~~ the ~~sale~~ ofobligations aunder ~~Note~~the inFortress ~~this~~Credit ~~offering may be used by us in our operations. As a result~~Agreement, ifas well weas ~~sell~~any ~~substantially~~other ~~less~~senior-priority ~~than~~secured ~~all~~indebtedness ~~of the Notes~~ we ~~are~~may ~~offering~~incur, ~~the~~will ~~costs~~rank wesenior ~~incur~~ to ~~comply with~~ the ~~rules~~liens ofon ~~the SEC regarding financial reporting and other fixed costs (~~such asCollateral ~~those~~securing ~~relating~~the toIssuer’s ~~this offering) will be a larger percentage of our revenue and may reduce our financial performance and our ability to fulfil our~~ obligations under the Notes.

~~Failure~~The Intercreditor Agreement will provide that, until the Discharge of First Lien Obligations (as defined in the Intercreditor Agreement), any actions that may be taken in respect of the Collateral (including the ability to ~~comply~~commence enforcement proceedings against the Collateral and to control the conduct of such proceedings) will be at the direction of the holders of such senior-priority secured indebtedness, and neither the Trustee nor the Collateral Agent nor any holder of Notes may exercise or seek to exercise any rights or remedies with ~~requirements~~respect to ~~design~~the Collateral, ~~implement~~object to or interfere with any exercise or forbearance of senior remedies, ~~and~~or ~~maintain~~credit ~~effective~~bid ~~internal~~the ~~controls~~obligations ~~could~~under the Notes in any sale or proceeding. Holders will not have the right, under the Intercreditor Agreement, to purchase or acquire senior-priority secured obligations at par (or any other price) following an acceleration, a ~~material~~payment ~~adverse~~default, ~~effect~~or onthe ~~our~~commencement ~~business~~of an insolvency proceeding. A refinancing or replacement of senior-priority secured obligations under the Intercreditor Agreement will not be deemed to constitute a Discharge of First Lien Obligations. There can be no assurance that a Discharge of First Lien Obligations will ever occur and, if it does not, holders of the Notes will never be able to exercise remedies with respect to the Collateral.

We36 have not previously been required to evaluate our internal control over financial reporting in a manner that meets the standards of public reporting companies required by Section 404(a) of SOX (“Section 404”). As a public reporting company, we will be subject to significant requirements for enhanced financial reporting and internal controls. The process of designing and implementing effective internal controls is a continuous effort that requires us to anticipate and react to changes in our business and the economic and regulatory environments and to expend significant resources to maintain a system of internal controls that is adequate to satisfy our reporting obligations as a public reporting company. If we are unable to establish or maintain appropriate internal financial reporting controls and procedures, it could cause us to fail to meet our reporting obligations on a timely basis, result in material misstatements in our consolidated financial statements, and harm our results of operations. In addition, we will be required, pursuant to Section 404, to furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting in the second annual report following the completion of this offering. This

~~assessment~~Under ~~will~~the ~~need~~Intercreditor Agreement, if at any time prior to ~~include~~the ~~disclosure~~Discharge of First Lien Obligations holders of the Notes obtain possession of any ~~material~~Collateral ~~weaknesses~~or ~~identified~~realize byany ~~our~~proceeds ~~management~~or payment in ~~our~~respect ~~internal~~of ~~control~~any ~~over~~Collateral ~~financial~~(including ~~reporting.~~funds ~~The~~they ~~rules~~may ~~governing~~receive ~~the~~from ~~standards~~such ~~that~~Collateral ~~must~~pursuant ~~be met~~to ~~for~~a ~~our~~plan ~~management~~of toreorganization ~~assess~~in ~~our~~a ~~internal~~bankruptcy proceeding), ~~control~~then ~~over~~such ~~financial~~holders ~~reporting~~will ~~are~~be ~~complex~~obligated ~~and~~to ~~require~~hold ~~significant~~such ~~documentation~~Collateral, ~~testing~~proceeds, ~~and~~or ~~possible~~payment ~~remediation.~~in ~~Testing~~trust ~~and~~for ~~maintaining~~the ~~internal~~lenders ~~controls~~under ~~may~~the ~~divert~~Fortress ~~our~~Credit ~~management’s~~Agreement ~~attention from~~and the holders of any other ~~matters~~senior-priority ~~that~~secured ~~are~~indebtedness ~~important~~and to ~~our~~transfer ~~business.~~such Collateral, ~~Once~~proceeds, weor ~~are~~payment, noas ~~longer~~the ancase ~~“emerging~~may ~~growth company~~be,” ~~our~~to ~~auditors~~the representative thereof. There will not be ~~required~~any reciprocal right under the Intercreditor Agreement for holders of Notes to ~~issue~~seek anspecific ~~attestation~~performance ~~report~~or oninjunctive relief against the ~~effectiveness~~holders of senior-priority secured indebtedness in the event of ~~our~~a ~~internal~~breach ~~controls~~of onthe anIntercreditor ~~annual~~Agreement ~~basis~~by such holders.

InThe ~~connection~~Intercreditor Agreement ~~with~~will also prohibit the ~~implementation~~holders of the ~~necessary~~Notes ~~procedures~~or ~~and~~any ~~practices~~authorized ~~related~~representative from objecting to ~~internal~~a ~~control~~number ~~over~~of ~~financial~~important ~~reporting,~~matters weregarding ~~may identify~~the ~~deficiencies~~Collateral ~~that~~or welimiting ~~may~~the ~~not~~ability beof ~~able~~the toholders ~~remediate~~or intheir ~~time~~representative to ~~meet~~move ~~the~~for ~~deadline~~certain ~~imposed~~relief or bytake ~~SOX~~various ~~for~~other ~~compliance~~actions in any such bankruptcy or insolvency proceeding with ~~the~~respect ~~requirements~~to ofthe ~~Section 404~~Collateral. InAmong ~~addition~~other things, wethe ~~may~~authorized ~~encounter~~representative ~~problems~~of orthe ~~delays~~holders inof ~~completing~~the Notes may not object following the ~~remediation~~filing of ~~any~~a bankruptcy petition ~~deficiencies~~to ~~identified~~any bydebtor-in-possession usfinancing, or ~~our~~to ~~independent~~the ~~registered~~use ~~public~~of ~~accounting~~the ~~firm~~Collateral into ~~connection~~secure ~~with~~such a financing, that has been consented to by the ~~issuance~~lenders ofunder ~~their~~the ~~attestation~~Fortress ~~report.~~Credit Agreement ~~Our~~or ~~testing~~the other applicable senior-priority secured indebtedness, or ~~the~~to ~~subsequent~~a ~~testing~~strict foreclosure (ifacceptance ~~required~~of Collateral in satisfaction of debt) by ~~our~~the ~~independent~~holders ~~registered~~of ~~public~~senior-priority ~~accounting firm~~secured indebtedness. After such a filing, ~~may~~the ~~reveal~~value ~~deficiencies~~of inthe Collateral ~~our~~could ~~internal~~materially ~~controls~~deteriorate ~~over~~and ~~financial~~the ~~reporting~~holders ~~that~~of ~~are~~the ~~deemed~~Notes towould be ~~material~~unable ~~weaknesses.~~to ~~Any~~raise ~~material~~objections ~~weaknesses~~and ~~could~~would ~~result~~be limited in atheir ~~material~~ability ~~misstatement~~to ofseek ~~our~~adequate ~~annual~~protection orin ~~quarterly~~the ~~financial~~form ~~statements~~of orperiodic ~~disclosures that~~cash ~~may~~payments ~~not~~during bean ~~prevented~~insolvency ~~or detected~~proceeding.

~~Specifically,~~Pursuant into ~~connection with~~ the ~~audits~~Intercreditor ofAgreement, ~~our~~any ~~financial~~release ~~statements as~~ of ~~and~~senior-priority ~~for~~liens ~~the~~on ~~years ended~~any ~~December 31~~Collateral, ~~2022~~whether ~~and~~in ~~2023,~~connection ~~our~~with ~~auditors~~an ~~identified~~enforcement ~~several~~or other ~~material~~disposition ~~weaknesses,~~approved ~~including~~by ~~material~~the ~~weaknesses~~holders ~~concerning~~of ~~our~~senior-priority ~~internal~~liens ~~control~~or ~~over~~otherwise, ~~financial~~will ~~reporting.~~result ~~These material weaknesses~~ in ~~internal~~the ~~controls~~automatic ~~were~~and ~~caused~~unconditional byrelease ~~inadequate separation~~ of ~~duties~~the ofLiens ~~our~~on ~~management~~such ~~within~~Collateral ~~key~~securing ~~financial~~the ~~areas~~Notes. ~~Other~~Prior ~~material weaknesses that were identified pertained~~ to ~~our~~the ~~lack~~Discharge of ~~testing~~First ~~over~~Lien ~~our accounting systems~~Obligations, ~~absence of a board of directors or an audit committee, improper use of~~the ~~accrual~~first-lien ~~accounting,~~collateral ~~improper~~agent ~~controls~~will ~~over~~have the ~~depletion~~sole ~~calculation of proved~~ and ~~probable~~exclusive ~~undeveloped~~right ~~reserves,~~under ~~and~~the ~~our~~Intercreditor ~~use~~Agreement ~~of an inadequate payroll reporting system. Any steps we take~~ to ~~enhance~~be ~~our~~named ~~internal~~additional ~~control~~insured ~~environment~~ and ~~address~~loss ~~the underlying~~payee ~~cause~~on ofinsurance ~~our~~policies ~~material~~covering ~~weaknesses~~any ~~may~~Collateral, ~~not be sufficient~~ to ~~remediate~~adjust ~~such~~insurance ~~material~~claims, ~~weaknesses~~and or to ~~avoid~~approve ~~the identification of additional material weaknesses in the future~~condemnation awards.

WeFurthermore, ~~may~~the ~~not~~Intercreditor beAgreement ~~able~~does tonot ~~conclude~~impose onany ancap ~~ongoing~~on ~~basis~~the ~~that~~aggregate weamount ~~have~~of ~~effective~~first ~~internal~~lien ~~control~~indebtedness ~~over~~or ~~financial~~any ~~reporting~~ debtor-in-possession ~~accordance~~financing ~~with Section 404,~~that ormay ~~our~~be ~~independent~~consented ~~registered~~to ~~public~~by ~~accounting~~the ~~firm~~holders ~~may~~of ~~not~~senior-priority ~~issue~~secured anindebtedness, ~~unqualified~~and ~~opinion.~~does Ifnot weprovide ~~are~~the ~~unable~~holders toof ~~remediate~~ the ~~identified~~Notes ~~material~~any ~~weaknesses,~~right ~~identify~~to provide ~~additional~~debtor-in-possession ~~material~~financing ~~weaknesses~~ in the ~~future,~~event orthat ~~otherwise~~holders ~~fail to~~of ~~maintain~~senior-priority ansecured ~~effective~~indebtedness ~~system~~decline ofto ~~internal~~do ~~controls,~~so. orAs ~~our~~a ~~independent~~result, ~~registered~~holders ~~public~~of ~~accounting~~senior-priority secured ~~firm~~indebtedness iscould ~~unable~~consent to ~~provide~~debtor-in-possession usfinancing ~~with~~in an ~~unqualified~~unlimited ~~report~~amount, ~~(to~~ the ~~extent~~liens itsecuring iswhich ~~required~~would toprime ~~issue~~the aliens ~~report),~~securing ~~investors~~the ~~could~~Notes, ~~lose~~and ~~confidence in our~~the ~~reported~~holders ~~financial~~of ~~information,~~the ~~which~~Notes ~~could~~would have ano ~~material~~right ~~adverse~~to ~~effect~~provide onalternative ~~our~~financing ~~business,~~on ~~results~~potentially ofmore ~~operations,~~favorable ~~and financial condition~~terms.

WeThe Intercreditor ~~identified~~Agreement ~~certain~~will ~~misstatements~~also tocontain ~~our~~provisions ~~previously~~prohibiting ~~issued~~the ~~financial~~Indenture ~~statements~~from ~~and~~being ~~have~~amended ~~restated~~or ~~certain~~otherwise modified without the prior written consent of ~~our~~the ~~consolidated~~first ~~financial~~lien ~~statements~~collateral agent (as defined therein) in certain circumstances, ~~which~~including circumstances that may ~~create~~be ~~additional~~beneficial ~~risks~~to ~~and~~holders ~~uncertainties~~of Notes. In addition, any amendment, waiver, or consent to any senior-priority collateral document will apply automatically to any comparable provision of each junior-lien collateral document without the consent of the Trustee or the holders, subject to limited exceptions.

OnAs ~~September~~a ~~12,~~result ~~2024,~~of ~~our management determined that our audited consolidated financial statements for~~ the ~~fiscal year ended December 31~~foregoing, ~~2022 (~~the ~~“GAAS~~holders ~~2022~~of ~~Audited~~the ~~Financial~~Notes ~~Statements”),~~will ~~contained~~have inextremely limited ~~our~~recourse ~~Annual Report on Form 1-K for that year, which was filed in compliance~~ with ~~our~~respect ~~offerings~~to ~~under~~the ~~Regulation A~~Collateral, ~~should~~and nothere ~~longer~~can be ~~relied~~no ~~upon~~assurance ~~due~~that tothe ~~certain errors~~holders inof the ~~GAAS~~Notes ~~2022~~will ~~Audited~~ever ~~Financial~~be ~~Statements~~able asto ~~addressed~~realize inany ~~Financial~~value ~~Accounting~~from ~~Standards~~the ~~Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 250~~Collateral. WeThe ~~previously~~rights ~~filed~~of ~~our~~the ~~Annual Report~~holders onof ~~Form 1-K for~~ the ~~fiscal~~Notes ~~year~~in ~~ended December 31, 2023 (~~the ~~“2023~~Collateral ~~Form~~are ~~1-K”)~~substantially ~~with~~more limited ~~the~~than ~~SEC~~those onof ~~April~~holders ~~30,~~of ~~2024,~~junior ~~which~~lien ~~filing~~indebtedness ~~contained~~subject ~~corrected~~to ~~financial~~more ~~information~~customary ~~for~~intercreditor ~~the~~arrangements, ~~fiscal~~and ~~year~~holders ~~ended~~should ~~December~~be ~~31,~~aware ~~2022.~~that ~~On September~~they ~~26,~~are ~~2024,~~accepting wesignificantly ~~amended~~greater ~~our~~risk ~~2023~~with ~~Form~~respect ~~1-K~~ to ~~reflect~~the ~~that~~Collateral wethan ~~had~~is ~~restated~~customary. ~~the~~See “Description ~~GAAS~~of ~~2022~~Notes—Security—Intercreditor ~~Audited Financial Statements~~Agreement.”

As37 a result of the restatement, we may become subject to a number of additional risks and uncertainties and unanticipated costs for accounting, legal, and other fees and expenses. We may become subject to legal proceedings brought by regulatory or governmental authorities, or other proceedings, as a result of the errors or the related restatement, which could result in a loss of investor confidence or other reputational harm, additional defense, and other costs. In addition, we cannot assure you that additional restatements of financial statements will not arise in the future. Any of the foregoing impacts, individually or in aggregate, may have a material adverse effect on our business, financial position, and results of operations.

The value of the Collateral securing the Notes may not be sufficient to satisfy our obligations under the Notes.

The Notes will be secured only by junior mortgages on certain of our properties and by any other assets we may elect from time to time to provide as collateral, subject to the Intercreditor Agreement. The Collateral does not include all of the Issuer’s assets or the assets of any of the Issuer’s subsidiaries. Any indebtedness or obligations secured by assets that do not constitute Collateral, including the Fortress Credit Agreement and the Adamantium Loan Agreement, will be effectively senior to the Notes to the extent of the value of the assets securing such indebtedness or other obligations that does not constitute Collateral.

Although the Indenture will provide that the aggregate outstanding principal amount of the Notes may not exceed the Loan-to-Value Ratio, all calculations regarding the Loan-to-Value Ratio, including the value of the Collateral, the aggregate total discounted present value of the junior mortgages serving as Collateral, any allocable amount securing any senior-priority secured indebtedness, and the net value of any other Collateral, will be determined in good faith by us in our sole discretion, and our determination will be dispositive. The allocable amount will not reflect the actual value of the Collateral that secures senior-priority secured indebtedness, and in an enforcement action by holders of senior-priority secured indebtedness they may seek satisfaction against all of the Collateral before seeking any remedies with respect to any other assets securing such senior-priority secured indebtedness. In addition, the value of such Collateral will be determined in good faith by us on an annual basis, and although as part of that analysis we will refer to, among other things, one or more reserve studies performed by a third-party retained by us, purchase prices for similar properties, any purchase offers we have recently received for such property or similar property, any other third-party valuation of the Collateral or any portion thereof, and the book value of such Collateral, we will not be required to get an independent third-party valuation on the Collateral. As a result, there can be no assurance that our good faith calculation of the Loan-to-Value Ratio or the value of the Collateral will be accurate.

Furthermore, no appraisal of the value of any assets initially proposed to be provided as Collateral has been made in connection with this offering, and the fair market value of the Collateral is subject to fluctuations based on factors that include, among others, the condition of the oil and gas industry, prevailing commodity prices, the ability to sell the Collateral in an orderly sale, general economic conditions, the availability of buyers, and similar factors. The book value of the Collateral should not be relied upon as a measure of realizable value for such assets. The amount to be received upon a sale of the Collateral will be dependent on numerous factors, including the actual fair market value of the Collateral at such time, the timing and the manner of the sale, and the availability of buyers. By their nature, portions of the Collateral may be illiquid or intangible and may have no readily ascertainable market value. There also can be no assurance that the Collateral can be sold in a short period of time (or at all) in an orderly manner. See “Description of Notes—Security—Collateral Generally.”

Furthermore, the Collateral may be subject to any number of exceptions, defects, encumbrances, liens, and other imperfections. The Indenture will generally not restrict the incurrence of additional liens on the Collateral, and will only include in the calculation of the Loan-to-Value Ratio certain liens incurred to secure specific types of debt for borrowed money. The existence of any such exceptions, defects, encumbrances, liens, and other imperfections could materially and adversely affect the value of the Collateral as well as the ability of the Collateral Agent, the Trustee, or the holders of the Notes to realize or foreclose on such Collateral.

In the event of a foreclosure, liquidation, bankruptcy, or similar proceeding, we cannot assure you that the proceeds from any sale or liquidation of the Collateral will be sufficient to pay our obligations under the Notes after first satisfying in full our obligations under the Fortress Credit Agreement and under any other senior-priority secured indebtedness. Any claim for the difference between the amount, if any, realized by holders of the Notes from the sale of the Collateral and any unpaid obligations under the Notes and other senior or parity lien indebtedness will rank equally in right of payment with any claim of all of our other senior unsecured, unsubordinated indebtedness, including trade payables, against our remaining assets.

Security interests in the Collateral may not be perfected in a timely manner or at all, and your rights to the Collateral may be adversely affected by the failure to perfect security interests.

On the date of this prospectus, certain security interests in favor of the Collateral Agent with respect to the assets initially proposed to be Collateral may not be in place. There will be no independent assurance prior to issuance of any Notes that all properties contemplated to be mortgaged as Collateral will be mortgaged, or that we hold the real property interests we represent we hold or that we may mortgage such interests, or that there will be no lien encumbering such real property interests other than those permitted by the Indenture. Any issues that we are unable to resolve in connection with the delivery and recordation of such security interests may negatively impact the value of the Collateral, or increase the risk that the assets become subject to the liens of intervening creditors.

Furthermore, applicable law provides that certain property and rights acquired after the grant of a general security interest, such as real property and certain proceeds, can only be perfected at the time such property is acquired and identified and may then be subject to claw back in the event of bankruptcy of the relevant collateral provider. Neither the Trustee nor the Collateral Agent will monitor or have any obligation to monitor, and there can be no assurance that we will inform the Trustee or the Collateral Agent of, the future acquisition of property that constitutes Collateral or that the necessary action will be taken to properly perfect the security interest in such after-acquired Collateral. Such failure may result in the loss of the security interest in the Collateral or the priority of the security interest in favor of the Collateral Agent, as applicable, against third parties. Even if the Trustee or the Collateral Agent does properly perfect liens on Collateral acquired or arising in the future, such liens may potentially be avoidable as a preference in any bankruptcy proceeding under certain circumstances.

We will also have 60 days following a breach of the Loan-to-Value Ratio to cure such breach by, among other things, pledging additional Collateral, repaying senior-priority secured indebtedness, or repaying a portion of the Notes until the Loan-to-Value Ratio is no longer exceeded on a pro forma basis, and if the Loan-to-Value Ratio ceases to exceed 1.00 to 1.00 within any such 60-day period, no default or event of default will be deemed to have occurred under the Indenture with respect to such breach. As a result, prior to the end of such 60-day period, the value of the Collateral may be less than the aggregate principal amount of the Notes and would be insufficient to satisfy obligations under the Notes in a liquidation, bankruptcy, or similar circumstance.

Delivery of security interests in Collateral after the closing date of this offering increases the risk that such security interests could be avoidable in bankruptcy.

To the extent a security interest in certain Collateral is not in place or perfected prior to an issuance of Notes, such security interest might be avoidable in bankruptcy as a preferential transfer if granted or perfected at some later date. Under the Bankruptcy Code, a trustee in bankruptcy or a debtor-in-possession has the power to avoid certain transfers made within 90 days (or one year in the case of transfers to insiders) prior to the filing of a bankruptcy petition to the extent such transfers constitute preferences, fraudulent transfers, or similar voidable transfers. A transfer could be treated as a preference if the security interest was given (i) to or for the benefit of a creditor; (ii) for or on account of an antecedent debt; (iii) while the debtor was insolvent; (iv) within 90 days before the date of filing of a bankruptcy petition (or one year, in the case of a transfer to an insider); and (v) which enabled the creditor to receive more than it would receive in a liquidation of the debtor under Chapter 7 of the Bankruptcy Code. Consequently, if we were to file for bankruptcy or be subject to an involuntary bankruptcy proceeding within 90 days (or one year, in the case of an insider) following the perfection of any security interest in the Collateral, any security interest perfected after an issuance of Notes could be subject to avoidance as a preferential transfer.

We will have control over the Collateral, and the sale or disposition of particular assets could reduce the pool of assets securing the Notes.

The Indenture and the related security documents will allow us to remain in possession of, retain exclusive control over, freely operate, and collect, invest, and dispose of any income from the Collateral. This may impact the

type and quality of the security interest granted in respect of the Collateral. We may, among other things, without any release or consent by the Trustee, the Collateral Agent, or the holders of the Notes, conduct ordinary course activities with respect to the Collateral, such as selling, abandoning, or otherwise disposing of Collateral and making ordinary course cash payments (including repayments of indebtedness), subject to compliance with the Loan-to-Value Ratio. Any of these activities may reduce the aggregate value of the Collateral securing the Notes.

Under various circumstances, all or a portion of the Collateral will be released automatically and unconditionally, and no breach of the Loan-to-Value Ratio will be deemed to have occurred, (i) with the consent of the holders of a majority in then-outstanding principal amount of the Notes, (ii) upon payment in full of the principal of, and any accrued and unpaid interest on, all then-outstanding Notes, (iii) upon a legal defeasance or covenant defeasance under the Indenture or a discharge of the Indenture, or (iv) in connection with a release pursuant to the Intercreditor Agreement. Any such release of Collateral will reduce the aggregate value of the Collateral securing the Notes. See “Description of Notes—Security.”

In addition, to the extent we sell any assets that constitute Collateral, the proceeds from such sale will be subject to a lien securing the Notes only to the extent such proceeds would otherwise constitute “Collateral” securing the Notes under the related security documents. To the extent the proceeds from any sale of Collateral do not constitute “Collateral” under the applicable security documents, the pool of assets securing the Notes would be reduced. Moreover, the ability of holders of the Notes to make decisions regarding Collateral is limited by the Intercreditor Agreement. See “—The rights of holders of the Notes may be adversely affected by the Intercreditor Agreement.”

Certain laws and regulations may impose restrictions or limitations on foreclosure.

Our obligations under the Notes are secured only by the Collateral. The ability of the Collateral Agent to foreclose on the Collateral on your behalf may be subject to perfection, priority issues, state or foreign law requirements, and practical problems associated with the realization of the security interest or lien in the Collateral of the Collateral Agent, including cure rights, foreclosing on the Collateral within the time periods permitted by third parties or prescribed by laws, obtaining third-party consents, making additional filings, statutory rights of redemption, and the effect of the order of foreclosure. We cannot assure you that the consents of any third parties and approvals by governmental entities will be given when required to facilitate a foreclosure on such assets. Therefore, we cannot assure you that foreclosure on the Collateral will be sufficient to make all payments on the Notes.

Rights of holders of the Notes in the Collateral may be adversely affected by bankruptcy proceedings, and holders may not be entitled to post-petition interest, fees, or expenses in any bankruptcy proceeding.

The right of the Collateral Agent to repossess and dispose of the Collateral upon the occurrence of an event of default under the Indenture would be significantly impaired (or at a minimum delayed) by applicable bankruptcy law if bankruptcy proceedings were commenced by or against us before the Collateral Agent has repossessed and disposed of the Collateral. Under the Bankruptcy Code, creditors are prohibited from taking various actions in furtherance of debt collection, including repossessing their security from a debtor in a bankruptcy case, or from disposing of security previously repossessed from such debtor, without prior bankruptcy court approval, which may not be given under the circumstances. Moreover, bankruptcy law permits the debtor to continue to retain and use collateral (including cash collateral), and the proceeds, products, rents, or profits of the collateral, even if the debtor is in default under the applicable debt instruments; provided that the secured creditor with an interest in such collateral is given “adequate protection.” The meaning of the term “adequate protection” may vary according to circumstances, but it is intended in general to protect the value of the secured creditor’s interest in the collateral at the time of the bankruptcy filing and may include cash payments or the granting of additional or replacement security, if and at such time as the court in its discretion determines. A bankruptcy court may determine that a secured creditor may not require compensation for diminution in the value of its collateral if the value of the collateral exceeds the debt it secures.

In view of the lack of a precise definition of the term “adequate protection” and the broad discretionary power of a bankruptcy court, it is impossible to predict:

•

whether or when payments under the Notes could be made following the commencement of a bankruptcy case, or the length of any delay in making such payments;

•

whether or when the Collateral Agent could or would repossess or dispose of the Collateral;

•

the value of the Collateral at the time of the bankruptcy petition; or

•

whether or to what extent holders of the Notes would be compensated for any delay in payment or loss of value of the Collateral through the requirement of “adequate protection.”

Any disposition of the Collateral during a bankruptcy case would also require permission from the bankruptcy court, which may not be given under the circumstances.

In the event of a bankruptcy of the Issuer, it is possible that the bankruptcy trustee, the debtor-in-possession, or competing creditors will assert that the fair market value of the Collateral on the date of the bankruptcy filing or some other date was less than the then-current principal amount of the Notes (including after taking into account any obligations under the Fortress Credit Agreement, any future senior-priority secured indebtedness, and any parity lien indebtedness). Upon a finding by the bankruptcy court that the Notes are under-collateralized, the claims in the bankruptcy proceeding with respect to the Notes would be bifurcated between a secured claim and an unsecured claim, and the unsecured claim would not be entitled to the benefits of security in the Collateral. In such event, the secured claims of the holders of the Notes would be limited to the remaining value of the Collateral. The consequences of a finding of under-collateralization would include, among other things, a lack of entitlement on the part of the holders of the Notes to receive post-petition interest, fees, and expenses and a lack of entitlement on the part of the unsecured portion of the Notes to receive “adequate protection” under federal bankruptcy laws. In addition, if any payments of post-petition interest had been made at the time of such a finding of under-collateralization, those payments could be recharacterized by the bankruptcy court as a reduction of the principal amount of the secured claim with respect to the Notes.

In addition, the Intercreditor Agreement will provide that, in the event of a bankruptcy of the Issuer, the holders of the Notes will be subject to certain restrictions with respect to their ability to object to a number of important matters or to take other actions following the filing of a bankruptcy petition with respect to the Collateral prior to the Discharge of First Lien Obligations. In any bankruptcy or insolvency proceeding, the Intercreditor Agreement will provide that two business days’ notice before entry of any order authorizing the use of cash collateral or approving debtor-in-possession financing constitutes adequate notice for the Trustee, the Collateral Agent, and the holders of the Notes, and none of the Trustee, the Collateral Agent, or any holder will object to or oppose any such use of cash collateral or financing. In addition, the Intercreditor Agreement will provide that: (1) the Trustee, the Collateral Agent, and the holders of the Notes will not seek or receive adequate protection in the form of periodic cash payments; (2) any adequate protection sought by or granted to them will be limited to subordinated replacement liens or a junior super-priority claim, and (3) the Trustee, the Collateral Agent, and the holders of the Notes will not contest the extent of a senior lien claim valuation under Section 506(a) of the Bankruptcy Code, will not oppose senior post-petition interest, fees, and expenses under Section 506(b) of the Bankruptcy Code, will not assert any surcharge under Section 506(c) of the Bankruptcy Code, and will not oppose any first-lien creditor’s election under Section 1111(b)(2) of the Bankruptcy Code. See “Description of Notes—Security—Intercreditor Agreement.”

The Collateral is subject to casualty risks, which may limit your ability to recover as a secured creditor if there are losses to the Collateral.

We maintain insurance or otherwise insure against certain hazards in a manner appropriate and customary for our business. There are, however, losses that may not be insured, either because they are uninsurable or not economically insurable. If there is a total or partial loss of any of the Collateral, we cannot assure you that any insurance proceeds received by us will be sufficient to satisfy all the obligations secured by such Collateral, including the Notes. In the event of a total or partial loss affecting any of our assets, certain items may not be easily replaced.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This prospectus and information incorporated by reference herein contains forward-looking statements, which are statements within the meaning of the Private Securities Litigation Reform Act of 1995 regarding all matters that are not historical facts. They appear in a number of places throughout this prospectus and our 2025 Annual Report and include statements regarding our current views, hopes, intentions, beliefs, or expectations concerning, among other things, our results of operations, financial condition, liquidity, prospects, growth, strategies, and position in the markets and the industries in which we operate. These forward-looking statements are generally identifiable by forward-looking terminology such as “guidance,” “expect,” “believe,” “anticipate,” “outlook,” “could,” “target,” “project,” “intend,” “plan,” “seek,” “estimate,” “should,” “will,” “would,” “approximately,” “predict,” “potential,” “may,” “continue,” and “assume,” as well as the negative version of such words, variations of such words, and similar expressions referring to the future.

Forward-looking statements are based on our beliefs, assumptions, and expectations, taking into account currently known market conditions and other factors. Our ability to predict results or the actual effect of future events, actions, plans, or strategies is inherently uncertain and involves certain risks and uncertainties, many of which are beyond our control. Our actual results and performance could differ materially from those set forth or anticipated in our forward-looking statements. Factors that could cause our actual results to differ materially from the expectations we describe in our forward-looking statements include, but are not limited to, the factors listed below and in the section of this prospectus entitled “Risk Factors” and the section of our 2025 Annual Report entitled “Risk Factors.” When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements in this prospectus. You are cautioned that the forward-looking statements contained in this prospectus are not guarantees of future performance, and we cannot assure you that such statements will be realized or that the forward-looking events and circumstances will occur. All forward-looking statements in this prospectus are made only as of the date of this prospectus, based on information available to us as of the date of this prospectus, and we caution you not to place undue reliance on forward-looking statements in light of the risks and uncertainties associated with them.

The matters summarized below and elsewhere in this prospectus could cause our actual results and performance to differ materially from those set forth or anticipated in forward-looking statements:

•

changes in the markets in which we compete;

•

increasing costs of capital expenditures to acquire and develop properties;

•

the continued success of our E&P operators;

•

delays in development of and higher capital expenditures in our estimated proved and probable undeveloped reserves;

•

developments in governmental regulations;

•

deviations between the current market value of estimated proved reserves and the present value of future net revenues from our proved reserves;

•

changes in current or future commodity prices;

•

the fact that reserve estimates depend on many assumptions that may turn out to be inaccurate and that any material inaccuracies in reserve estimates or underlying assumptions will materially affect the quantities and present value of our reserves;

•

our ability to replace reserves;

•

cybersecurity attacks;

•

the development of our software and its ability to continue identifying productive assets;

•

our current or future levels of indebtedness;

•

repayment of our current or future indebtedness;

•

operation of intercreditor arrangements;

•

current and future litigation or other regulatory, administrative, or other legal proceedings;

• ~~the~~geopolitical ~~restatement~~developments, ofincluding ~~our~~armed ~~financial~~conflict, ~~statements;~~political instability, or civil unrest in oil and gas producing regions;

• the ~~other~~prior ~~factors~~restatement ~~set~~of ~~forth~~our infinancial ~~the~~statements; ~~section entitled “Risk Factors.”~~and

•

the other factors set forth in the section entitled “Risk Factors” and in the section of our 2025 Annual Report entitled “Risk Factors.”

Except as required by law, we are under no duty to, and we do not intend to, update or review any of our forward-looking statements after the date of this prospectus, whether as a result of new information, future events or developments, or otherwise.

4844

USE OF PROCEEDS

Assuming we issue and sell all of the Notes offered by this prospectus, we estimate that the net proceeds we will receive from this offering will be $~~735~~98.30 million, after deducting the Broker-Dealer Fee (~~calculated~~which ~~assuming~~fee ~~$250.0~~could ~~million~~total ~~aggregate~~$360,000 ~~principal~~if ~~amount~~all of Notes ~~sold~~offered ~~per~~hereby ~~year~~are ~~following~~issued ~~effectiveness~~and ~~of the registration statement of which this prospectus forms a part~~sold), the sales commissions to be paid to ~~third-party individuals and~~ certain of our non-executive personnel as compensation with respect to the sale of Notes (which fees could total $445,000 if all Notes offered hereby are issued and sold), and estimated offering expenses of approximately $31.72 million. Our net proceeds would increase to the extent we are able to sell Notes more quickly because of the structure of the Broker-Dealer Fee. See “Plan of Distribution—Broker-Dealer Compensation and Expenses.” We have not made any arrangement to place any of the proceeds from this offering in an escrow, trust, or similar account.

We currently expect to use the net proceeds from this offering (i) to make investments in PhoenixOp or to otherwise finance potential drilling and exploration operations, (ii) for continued acquisitions of mineral rights and non-operated working interests, as well as additional asset acquisitions, and (iii) for other general working capital needs, such as the payment of executive and employee salaries, general overhead, and operating costs, including payments on our debt, and the acquisition of assets in the oil and gas space that are not mineral rights or non-operated working interests. Our actual use of offering proceeds will depend ~~upon~~on many considerations, including market conditions, but we currently expect ~~that we will apply approximately 70% of the net proceeds from this offering~~ to ~~make~~use ~~investments in PhoenixOp, approximately 20% of~~ the net proceeds from this offering toas ~~make~~follows ~~acquisitions~~assuming ofwe ~~mineral~~issue ~~rights~~ and ~~non-operated~~ ~~working~~sell ~~interests,~~all ~~and~~of the ~~remainder~~Notes ~~for~~offered ~~working~~by ~~capital~~this ~~and~~prospectus: ~~other asset acquisitions.~~

We currently intend to utilize the net proceeds from this offering in the order set out in the preceding paragraph. However, the expected use of net proceeds from this offering represents our intentions based upon our present plans and business conditions, which could change in the future as our plans and business conditions evolve. In addition to the potential net proceeds from this offering of Notes, we have significant cash flow from operations, as well as multiple current and potential sources of financing, including under the Fortress Credit Agreement, the Adamantium Loan Agreement, and our offerings of debt securities pursuant to Regulation D, that can be utilized for the purposes described above, and so we cannot accurately predict whether and in what amounts the net proceeds from this offering of the Notes will be applied. We may find it necessary or advisable to use the net proceeds of this offering for other purposes, and we will have broad discretion in the application and specific allocations of the net proceeds of this offering. See “Risk Factors—Risks Related to the Notes and this Offering—We may invest or spend the proceeds of this offering in ways with which you may not agree.”


Expected Uses of Proceeds	Approximate Percentage of Proceeds Used			Approximate Amount of Proceeds Used
Investments in PhoenixOp		70.0	%	$	68,596,500
Acquisitions of mineral rights and non-operated working interests		20.0	%		19,599,000
Working capital, other asset acquisitions, and general corporate purposes		10.0	%		9,799,500

Total		100.0	%	$	97,995,000

As of March 31, 2026, we had approximately $148.7 million of indebtedness maturing within one year, as described below:


Series	Interest Rate			Amount
Reg A Bonds		9.0	%	$	19,797,000
December 2022 506(c) Bonds—Series B		10.0	%		8,321,000
August 2023 506(c) Bonds—Series U, AA, and FF		9.0%-10.0	%		102,472,000
August 2023 506(c) Bonds—Series V, BB, and GG		10.0%-11.0	%		18,076,000

Total				$	148,666,000

We currently intend to utilize the net proceeds from this offering in the order set out in the preceding paragraph. However, the expected use of net proceeds from this offering represents our intentions based upon our present plans and business conditions, which could change in the future as our plans and business conditions evolve. In addition to the potential net proceeds from this offering of Notes, we have cash flow from operations, as well as multiple current and potential sources of financing, including under the Adamantium Loan Agreement and our offerings of debt securities under our ongoing offering of the Registered Unsecured Notes and pursuant to Regulation D, that can be utilized for the purposes described above, and so we cannot accurately predict whether and in what amounts the net proceeds from this offering of the Notes will be applied. In particular, to the extent we use any proceeds from this offering of the Notes to repay outstanding indebtedness, we cannot accurately predict which indebtedness we may repay with such proceeds, and in what amounts. We may find it necessary or advisable to use the net proceeds of this offering for other purposes, and we will have broad

discretion in the application and specific allocations of the net proceeds of this offering. See “Risk Factors—Risks Related to the Notes and this Offering—We may invest or spend the proceeds of this offering in ways with which you may not agree.”

Furthermore, we will receive cash proceeds from this offering in varying amounts from time to time as Notes are sold, which makes it difficult for us to precisely calculate the allocation of net proceeds. Further, the Notes will have varying lengths of maturity, interest rates, and interest payment methods as described elsewhere in this prospectus, which makes it impossible to predict with any accuracy how much of the proceeds will be used to make payments of interest or principal on the Notes in any given year.

There is no minimum number or amount of Notes that we must sell to receive and use the proceeds from this offering, and we cannot assure you that all or any portion of the Notes will be sold. In the event that we do not raise sufficient proceeds from this offering, we may adjust our use of proceeds by limiting the speed of growth, delaying or canceling certain purchases or ~~initiatives~~ initiatives related to our drilling and production operations, and streamlining our operations, or we could terminate this offering and determine to pay back some or all of our debt, including the Notes. This might result in the Notes being repaid prior to maturity. See the section of this prospectus entitled “Risk Factors” and the section of our 2025 Annual Report entitled “Risk Factors.”

4946

CAPITALIZATION

The following table sets forth, as of ~~June 30~~March 31, ~~2024~~2026, our cash and cash equivalents and consolidated capitalization:

•

on an actual basis; and

• on an as-adjusted basis to give effect to the following, in each case, as if they had occurred on ~~June~~March 3031, ~~2024~~2026:

• the issuance of an additional $2423.69 million of Adamantium ~~Bonds~~Securities (and a corresponding amount borrowed under the Adamantium Loan Agreement) between ~~July~~April 1, ~~2024~~2026 and ~~August~~April 3130, ~~2024~~2026;

• the issuance of an additional $6351.9 million of August 2023 506(c) Bonds between ~~July~~April 1, ~~2024~~2026 and ~~August~~April 3130, ~~2024~~2026;

• ~~entry~~the ~~into~~issuance ~~the~~of ~~Fortress~~an ~~Credit~~additional ~~Agreement~~$0.2 ~~and~~million ~~the~~of ~~borrowings~~Exchange ~~made~~Notes ~~thereunder~~between April 1, ~~including~~2026 ~~under~~and ~~the~~April ~~DDTL~~30, ~~Facility~~2026;

• the issuance of an additional $0.4 million of Reg A Bonds between July 1, 2024 and August 31, 2024;

•

the issuance of the Notes offered hereby; and

• the repurchase or retirement of outstanding indebtedness between ~~July~~April 1, ~~2024~~2026 and ~~August~~April 3130, ~~2024, including outstanding amounts under the ANB Credit Agreement~~2026.

You should read this table in conjunction with the information presented under the sections of this prospectus entitled “Prospectus Summary—Summary Historical ~~Consolidated~~ Financial ~~Information~~ and Other Data,” and “Use of Proceeds,” and the sections of our 2025 Annual Report and Q1 Quarterly Report entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as well as our consolidated financial statements and related notes included ~~elsewhere~~ in ~~this~~our ~~prospectus~~2025 Annual Report and Q1 Quarterly Report.

	As of June 30, 2024
	As of March 31, 2026
	Actual			As-Adjusted
	(in thousands)
Cash and cash equivalents(1)	$	470,~~079~~173		$	~~891~~202,~~079~~584
Debt:
ANB Credit Agreement(2)		30,000			—
Fortress Credit Agreement(2)		525,000			525,000
Fortress Credit Agreement(3)		—			135,000
Reg A Bonds(3)		33,783			29,959
Other secured indebtedness(4)		6,914			7,625
Exchange Notes(4)		35,540			35,724
Reg A Bonds(5)		109,402			107,646
Reg D Bonds:
2020 506(b) Bonds(6)		1,349			1,009
Senior Reg D Bonds(5)		7,604			7,604
2020 506(c) Bonds(7)		3,318			3,318
December 2022 506(c) Bonds(6)		50,807			48,397
July 2022 506(c) Bonds(8)		11,405			11,290
August 2023 506(c) Bonds(7)		707,168			733,022
December 2022 506(c) Bonds(9)		95,652			77,841
Adamantium Securities(8)		287,332			300,281
August 2023 506(c) Bonds(10)		297,044			342,110
Registered Unsecured Notes(9)		55,098			54,756
Adamantium Bonds(11)		73,390			94,338
Notes offered hereby(10)		—			100,000
Notes offered hereby(12)		—			750,000
Total debt	$	1,702,332		$	1,834,743
Total debt	$	628,474		$	1,530,177
Equity:
Total members’ equity	$	5,190		$	5,190
Series A Preferred Shares (2,704,023 issued and outstanding at an aggregate liquidation preference of $67.6 million)(11)	$	48,275		$	48,275
Total capitalization	$	633,664		$	1,535,367
Common equity		434			434
Total equity	$	(63,597	)	$	(63,597	)
Total capitalization	$	1,638,735		$	1,771,146

~~(1)~~47 As-adjusted reflects cash and cash equivalents as of June 30, 2024 after giving effect to (i) proceeds received from borrowings under the Fortress Credit Agreement, (ii) proceeds received from the issuance of additional Adamantium Bonds, August 2023 506(c) Bonds, and Reg A Bonds between July 1, 2024 and August 31, 2024, (iii) cash used to repurchase or retire outstanding indebtedness between July 1, 2024 and August 31, 2024, and (iv) net proceeds received from the issuance of Notes assuming the entire amount offered hereby is issued and sold. As-adjusted cash and cash equivalents does not reflect the use of any such proceeds for capital expenditures or other corporate purposes. See “Use of Proceeds.”

(1)

As-adjusted reflects cash and cash equivalents as of March 31, 2026 after giving effect to (i) proceeds received from the issuance of additional Adamantium Securities and August 2023 506(c) Bonds between April 1, 2026 and April 30, 2026, (ii) cash used to repurchase or retire outstanding indebtedness after March 31, 2026, and (iii) net proceeds received from the issuance of Notes assuming the entire amount offered hereby is issued and sold. Other than as described above, as-adjusted cash and cash equivalents does not reflect the use of any such proceeds for capital expenditures or other corporate purposes, including repayment of debt. See “Use of Proceeds.”

(2)

The Fortress Credit Agreement provides for a $100.0 million term loan facility, borrowed in full on August 12, 2024, a $35.0 million delayed draw term loan facility, which was fully drawn on October 11, 2024, a $115.0 million term loan facility, borrowed in full on December 18, 2024, a $50.0 million term loan facility, of which $25.0 million was borrowed on April 16, 2025 and $25.0 million was borrowed on May 9, 2025, a $100.0 million term loan facility, borrowed in full on August 1, 2025, a $50.0 million term loan, borrowed on October 27, 2025, and a $75.0 million term loan, borrowed in full on February 12, 2026. The Fortress Credit Agreement also provides for a $15.0 million tranche of loans that represents a contingent principal obligation that is only due and payable (together with accrued interest thereon) upon certain conditions occurring, including payment defaults under the Fortress Credit Agreement or a bankruptcy filing by the obligors thereunder. All obligations under the Fortress Credit Agreement are secured on a first-lien priority basis, subject to certain exceptions and excluded assets, by security interests in, and mortgages on, substantially all personal property and owned real property of Phoenix Equity and its subsidiaries. The Fortress Credit Agreement and the loans thereunder are scheduled to terminate and mature, and be due and payable, on October 27, 2028. The Fortress Credit Agreement will constitute Senior Debt and will be contractually senior to the Notes. For a description of the terms of the Fortress Credit Agreement, see the section of our Q1 Quarterly Report entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Indebtedness—Fortress Credit Agreement.”

(3)

The Reg A Bonds have a term of three years from the issue date and an interest rate of 9.0% per annum. The outstanding Reg A Bonds mature between May 10, 2026 and August 10, 2027. The Reg A Bonds will not initially constitute Senior Debt and, without giving effect to collateral arrangements, will rank equally in right of payment with the Notes. For a description of the terms of the Reg A Bonds, see the section of our Q1 Quarterly Report entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Indebtedness—Reg D/Reg A Bonds and Exchange Notes.”

(4)

The Exchange Notes have maturity dates of three, five, seven, and eleven years from the issue date and interest rates ranging from 9.0% to 12.0% per annum. The outstanding Exchange Notes mature between December 10, 2027 and April 10, 2037. The Exchange Notes will not initially constitute Senior Debt and, without giving effect to collateral arrangements, will rank equally in right of payment with the Notes. For a description of the terms of the Exchange Notes, see the section of our Q1 Quarterly Report entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Indebtedness—Reg D/Reg A Bonds and Exchange Notes.”

(5)

The Senior Reg D Bonds have a maturity date of five years from the issue date and an interest rate of 11.0% per annum. The outstanding Senior Reg D Bonds mature between July 31, 2027 and December 31, 2027. The Senior Reg D Bonds will not initially constitute Senior Debt and, without giving effect to collateral arrangements, will rank equally in right of payment with the Notes. For a description of the terms of the Senior Reg D Bonds, see the section of our Q1 Quarterly Report entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Indebtedness—Reg D/Reg A Bonds and Exchange Notes.”

(6)

The December 2022 506(c) Bonds have maturity dates ranging from three to seven years from the issue date and interest rates ranging from 10.0% to 12.0% per annum. The outstanding December 2022 506(c) Bonds mature between May 10, 2026 and October 10, 2030. The December 2022 506(c) Bonds will be contractually subordinated to the Notes. For a description of the terms of the December 2022 506(c) Bonds, see the section of our Q1 Quarterly Report entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Indebtedness—Reg D/Reg A Bonds and Exchange Notes.”

(7)

The August 2023 506(c) Bonds have maturity dates ranging from one to eleven years from the issue date and interest rates ranging from 9.0% to 14.0% per annum. The outstanding August 2023 506(c) Bonds mature between May 10, 2026 and April 10, 2037. The August 2023 506(c) Bonds are contractually subordinated to the Notes. For a description of the terms of the August 2023 506(c) Bonds, see the section of our Q1 Quarterly Report entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Indebtedness—Reg D/Reg A Bonds and Exchange Notes.”

(8)

Includes $9.3 million aggregate principal amount of the Adamantium Secured Note. The Adamantium Bonds have maturity dates ranging from five to eleven years from the issue date and interest rates ranging from 13.0% to 16.0% per annum. The outstanding Adamantium Bonds mature between June 10, 2029 and March 10, 2037. The Adamantium Secured Note initially matures in November 2031, has an interest rate of 16.5% per annum, and is secured by Adamantium’s rights under the Adamantium Loan Agreement. The Adamantium Securities will be structurally senior to the Notes to the extent of the value of Adamantium’s assets, including the collateral securing the Adamantium Loan Agreement. Adamantium may, but is not guaranteed to, issue up to $600.0 million in aggregate principal amount of Adamantium Bonds to fund advances to the Issuer and PhoenixOp pursuant to the Adamantium Loan Agreement. The Adamantium Loan Agreement will constitute Senior Debt and will be contractually senior to the Notes. For a description of the terms of the Adamantium Debt, see the section of our Q1 Quarterly Report entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Indebtedness—Adamantium Debt.”

(9)

The Registered Unsecured Notes have maturity dates ranging from three to eleven years from the issue date and interest rates ranging from 9.0% to 12.0% per annum. The outstanding Registered Unsecured Notes mature between May 10, 2028 and March 10, 2037. The Registered Unsecured Notes will not initially constitute Senior Debt and, without giving effect to collateral arrangements, will rank equally in right of payment with the Notes. For a description of the terms of the Registered Unsecured Notes, see the section of our Q1 Quarterly Report entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Indebtedness—Registered Notes.”

(10)

Represents the aggregate principal amount of the Notes offered hereby. There is no minimum number or amount of Notes that we must sell to receive and use the proceeds from this offering, and we cannot assure you that all or any portion of the Notes will be sold. In the event that we do not raise sufficient proceeds from this offering, we may adjust our use of proceeds by limiting the speed of growth, delaying or canceling certain purchases or initiatives related to our drilling and production operations, and/or streamlining our operations, or we could terminate this offering and/or determine to pay back some or all of our debt, including the Notes. This might result in the Notes being repaid prior to maturity. See “Risk Factors—Risks Related to the Notes and this Offering—We may invest or spend the proceeds of this offering in ways with which you may not agree” and “Risk Factors—Risks Related to the Notes and this Offering—We may redeem your Notes at our option, which may adversely affect your return.”

(11)	For a description of the terms of the Series A Preferred Shares, see the section of our Q1 Quarterly Report entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Preferred Equity.”

DESCRIPTION OF NOTES

General

In this description, (i) the terms “we,” “us,” and “our” each refer to Phoenix Energy One, LLC, a Delaware limited liability company, and its consolidated Subsidiaries and (ii) the term “Issuer” refers to Phoenix Energy One, LLC, a Delaware limited liability company, and not any of its Subsidiaries. For purposes of this description, the Senior Subordinated Junior Lien Notes, marketed and sold as “Phoenix Flex Junior Secured Notes^TM,” to be issued under the Indenture described below are referred to as the “Notes.” The Notes will be issued pursuant to an indenture, to be dated on or around the date of this prospectus (as amended and supplemented from time to time, the “Indenture”), between the Issuer and Odyssey Transfer and Trust Company, as trustee (in such capacity, the “Trustee”) and collateral agent (in such capacity, the “Collateral Agent”). Copies of the form of Indenture and Intercreditor Agreement are filed as exhibits to the registration statement of which this prospectus forms a part. See “Where You Can Find Additional Information” for more information about where you can obtain copies of the Indenture, any supplemental indentures thereto, and the Intercreditor Agreement. You may also review the Indenture (and any supplemental indentures) and the Intercreditor Agreement at the Trustee’s corporate trust office at 860 Blue Gentian Rd, Suite 320, Eagan, Minnesota 55121.

The following summary of certain provisions of the Indenture, the Notes, and the Intercreditor Agreement does not purport to be complete and is subject to, and is qualified in its entirety by reference to, all the provisions of the Indenture, the Notes, and the Intercreditor Agreement. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the U.S. Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). Capitalized terms used in this “Description of Notes” section and not otherwise defined have the meanings set forth in the section “—Certain Definitions.”

The Issuer is offering up to $100,000,000 in aggregate principal amount of Notes on a continuous basis pursuant to Rule 415 under the Securities Act. The Notes will vote as a single class (except as otherwise described under “—Modification and Waiver”).

If a holder has given wire transfer instructions to the Issuer or the paying agent, the paying agent will distribute the payments received of principal of, and, if applicable, interest and premium, if any, on that holder’s Notes in accordance with those instructions. Distribution of all other payments on the Notes will be made at the office or agency of the paying agent unless the Issuer elects to make interest payments through the paying agent by check mailed to the holders at their addresses set forth in the register of holders.

The registered holder of a Note will be treated as the owner of it for all purposes. Only registered holders will have rights under the Indenture.

The Notes will be issued only in fully registered form, without coupons, in minimum denominations of $1,000 and any integral multiple of $1,000 in excess thereof.

The net proceeds of this offering of the Notes will be used by the Issuer as described in this prospectus under “Use of Proceeds.”

The initial minimum investment amount per holder will be $1,000 (the “Minimum Purchase Amount”). From time to time, we may, however, accept investments of less than the Minimum Purchase Amount or increase or decrease the Minimum Purchase Amount. There is no aggregate minimum purchase amount of Notes we are seeking to offer. We have the right to reject any investment, in whole or in part, for any reason. Investors will be required to satisfy the suitability requirements described in this prospectus in order to purchase Notes. The method for submitting subscriptions and a more detailed description of the offering process are included in “Plan of Distribution—Offering Process” beginning on page 85 of this prospectus.

~~(2)~~Ranking The ANB Credit Agreement provided for a $30.0 million revolving credit loan by ANB. All obligations under the ANB Credit Agreement were secured on a first-lien priority basis, subject to certain exceptions and excluded assets, by security interests in, and mortgages on, substantially all personal property and owned real property of the Issuer and its subsidiaries. All our obligations under the ANB Credit Agreement were paid off and assumed by Fortress on August 12, 2024 pursuant to the Fortress Credit Agreement. For a description of the terms of the ANB Credit Agreement, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Indebtedness—ANB Credit Agreement.”

~~(3)~~ The ~~Fortress~~Notes Credit Agreement provides for a $100.0 million term loan facility, borrowed in full on August 12, 2024, and a $35.0 million delayed draw term loan facility, which was fully drawn in October 2024. The Fortress Credit Agreement also provides for an $8.5 million tranche of loans that represents a contingent principal obligation that is only due and payable (together with accrued interest thereon) upon certain conditions occurring, including payment defaults under the Fortress Credit Agreement or a bankruptcy filing by the obligors thereunder. All obligations under the Fortress Credit Agreement are secured on a first-lien priority basis, subject to certain exceptions and excluded assets, by security interests in, and mortgages on, substantially all personal property and owned real property of the Issuer and its subsidiaries. $50.0 million of the lenders’ commitments under the Fortress Credit Agreement and the loans thereunder are due and payable on September 30, 2026. The remainder of lenders’ commitments under the Fortress Credit Agreement and the loans thereunder are scheduled to terminate and mature, and be due and payable, on August 12, 2027. The Fortress Credit Agreement will ~~constitute Senior Debt and will~~ be ~~contractually senior to~~ the ~~Notes. For a description of the terms of the Fortress Credit Agreement, see “Management~~Issuer’s ~~Discussion~~senior ~~and~~subordinated ~~Analysis~~obligations ~~of Financial Condition~~ and ~~Results~~will: ~~of Operations—Liquidity and Capital Resources—Indebtedness—Fortress Credit Agreement.”~~

~~(4)~~• ~~Other~~be secured ~~indebtedness~~on ~~consists~~a ~~primarily~~junior ~~of merchant cash advances pursuant to sales of receivables. These facilities are secured by such receivables~~basis, ~~mature~~equally ~~between September 2024~~ and ~~July~~ratably ~~2025,~~with ~~and~~all ~~have~~parity ~~interest~~lien ~~rates~~indebtedness of ~~approximately~~the ~~17.0~~Issuer, toby ~~23.0%.~~security ~~For~~interests ~~more~~in ~~information~~the ~~on this indebtedness~~Collateral, ~~see~~subject ~~“Management’s~~to ~~Discussion~~certain ~~and~~limitations ~~Analysis of Financial Condition~~ and ~~Results~~exceptions ~~of Operations—Liquidity~~ and ~~Capital~~Permitted ~~Resources—Indebtedness.”~~Liens;

~~(5)~~• ~~The~~rank ~~Reg~~contractually Asenior ~~Bonds~~in ~~have~~right ~~a term~~ of ~~three~~payment ~~years~~to ~~from~~all ~~the issue date and an interest rate~~ of ~~9.0%~~the ~~per~~Issuer’s ~~annum.~~existing ~~The outstanding Reg A Bonds mature between January 2025~~ and ~~June~~future ~~2027.~~Indebtedness ~~The~~that ~~Reg~~is ~~A Bonds will constitute Senior Debt and will be~~ contractually ~~senior~~subordinated to the Notes., ~~For~~including ~~a description of~~ the ~~terms~~Subordinated ~~of the~~ Reg ~~A Bonds, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Indebtedness—PCGH Reg~~ D~~/Reg~~ A Bonds.”;

~~(6)~~• ~~The~~be ~~2020~~effectively ~~506(b)~~senior ~~Bonds have maturity dates ranging from one~~ to ~~four~~any ~~years~~of ~~from~~ the ~~issue~~Issuer’s ~~date~~existing and ~~interest~~future ~~rates~~unsecured ~~ranging~~Indebtedness ~~from~~and ~~6.5%~~other toObligations ~~15.0% per annum. The outstanding 2020 506(b) Bonds mature between September 2024~~ and ~~December~~Indebtedness ~~2025.~~secured ~~The~~by ~~2020~~liens ~~506(b)~~junior ~~Bonds~~to ~~will~~the ~~constitute~~liens ~~Senior~~securing ~~Debt~~the ~~and~~Notes, ~~will~~in beeach ~~contractually~~case, ~~senior~~ to the ~~Notes.~~extent ~~For a description~~ of the ~~terms~~value of the ~~2020 506(b) Bonds, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Indebtedness—PCGH Reg D/Reg A Bonds.”~~Collateral;

~~(7)~~• ~~The~~without ~~2020~~giving ~~506(c)~~effect ~~Bonds~~to ~~have~~collateral ~~maturity~~arrangements, ~~dates~~rank ~~ranging~~equally ~~from~~in ~~one~~right ~~year~~of topayment ~~five~~with ~~years~~all ~~from~~of the ~~issue~~Issuer’s ~~date~~existing and ~~interest~~future ~~rates~~senior ~~ranging~~Indebtedness ~~from 6.5% to 15.0% per annum. The outstanding 2020 506~~(c)other ~~Bonds~~than ~~mature between September 2024 and June 2027. The 2020 506(c) Bonds will constitute~~ Senior Debt ~~and will be contractually senior to the Notes. For a description of the terms of the 2020 506(c~~) ~~Bonds~~, ~~see~~including ~~“Management’s~~the ~~Discussion~~Registered ~~and~~Unsecured ~~Analysis~~Notes ~~of Financial Condition~~ and ~~Results~~the ofSenior ~~Operations—Liquidity~~Phoenix ~~and Capital Resources—Indebtedness—PCGH Reg D/Reg A~~ Bonds.”;

~~(8)~~• ~~The~~be ~~July~~effectively ~~2022~~equal ~~506(c)~~to ~~Bonds~~all ~~have a maturity date~~ of ~~five years from~~ the ~~issue~~Issuer’s ~~date~~future ~~and~~senior anIndebtedness ~~interest rate of 11.0% per annum. The outstanding July 2022 506~~(c)other ~~Bonds~~than ~~mature between July 2027 and December 2027. The July 2022 506(c) Bonds will constitute~~ Senior Debt) ~~and~~secured ~~will~~on ~~be contractually senior to~~ the ~~Notes.~~same ~~For~~priority abasis ~~description~~as of the terms of the July 2022 506(c) Bonds, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Indebtedness—PCGH Reg D/Reg A Bonds.”Notes;

~~(9)~~• The December 2022 506(c) Bonds have maturity dates ranging from nine months to seven years from the issue date and interest rates ranging from 8.0% to 12.0% per annum. The outstanding December 2022 506(c) Bonds mature between July 2024 and October 2030. The December 2022 506(c) Bonds will be contractually subordinated to ~~the~~any ~~Notes.~~Senior ~~For~~Debt, aincluding ~~description~~Indebtedness ofunder the ~~terms~~Fortress ofCredit ~~the~~Agreement ~~December 2022 506(c) Bonds, see “Management’s Discussion~~ and ~~Analysis~~the ofAdamantium ~~Financial~~Loan ~~Condition and Results of Operations—Liquidity and Capital Resources—Indebtedness—PCGH Reg D/Reg A Bonds.”~~Agreement;

~~(10)~~• ~~The~~be ~~August~~effectively ~~2023~~subordinated ~~506(c) Bonds have maturity dates ranging from one~~ to ~~eleven~~any ~~years~~of ~~from~~ the ~~issue~~Issuer’s ~~date~~existing and ~~interest~~future ~~rates~~Indebtedness ~~ranging from 9.0% to 14.0% per annum. The outstanding August 2023 506(c) Bonds mature between August 2024~~ and ~~June~~other ~~2035.~~Obligations ~~The~~that ~~August 2023 506(c) Bonds~~ are ~~contractually~~secured ~~subordinated~~by toassets ~~the~~that ~~Senior~~do ~~PCGH~~not ~~Reg~~constitute ~~D/Reg~~Collateral ~~A Bonds and will be contractually subordinated~~ to the ~~Notes.~~extent ~~For a description~~ of the ~~terms~~value of the ~~August~~assets ~~2023~~securing ~~506(c)~~such ~~Bonds, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—~~Indebtedness~~—PCGH~~; ~~Reg D/Reg A Bonds.”~~and

~~(11)~~• ~~The~~be ~~Adamantium~~structurally ~~Bonds~~subordinated ~~have maturity dates ranging from five~~ to ~~eleven~~all ~~years~~of ~~from~~ the ~~issue~~existing ~~date~~ and ~~interest~~future ~~rates~~liabilities ~~ranging~~(including ~~from~~trade ~~13.0%~~payables) ~~to 16.0% per annum. The outstanding Adamantium Bonds mature between January 2029~~ and ~~June~~preferred ~~2035.~~equity ~~The~~of ~~Adamantium~~each ~~Bonds will be structurally senior to the Notes to the extent~~ of the ~~value of Adamantium~~Issuer’s ~~assets~~Subsidiaries, including ~~the collateral securing the~~ Adamantium ~~Loan~~Capital ~~Agreement. Adamantium may~~LLC, ~~but~~a isDelaware ~~not~~limited ~~guaranteed~~liability ~~to,~~company ~~issue $200.0 million in aggregate principal amount of Adamantium Bonds to fund advances to the Issuer~~ and ~~PhoenixOp pursuant to the Adamantium Loan Agreement. The Adamantium Bonds and the Adamantium Loan Agreement will constitute Senior Debt and will be contractually senior to the Notes. For~~ a ~~description~~direct ofwholly ~~the~~owned ~~terms~~subsidiary of the ~~Adamantium~~Issuer ~~Bonds and the Adamantium Loan Agreement, see~~ (“~~Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Indebtedness—~~Adamantium ~~Loan Agreement and Adamantium Bonds.~~”).

~~(12)~~The ~~Represents~~Notes ~~the~~will ~~aggregate~~not ~~principal~~be ~~amount~~guaranteed by any of ~~the~~our ~~Notes~~Subsidiaries ~~offered~~or ~~hereby~~Affiliates or any other Person. ~~There~~See is“Risk noFactors—Risks ~~minimum~~Related to ~~number~~the orNotes ~~amount~~and ofthis Offering—The Notes ~~that~~are wethe ~~must~~Issuer’s ~~sell~~obligations alone and will be structurally subordinated to ~~receive~~all ~~and~~obligations ~~use~~of the ~~proceeds~~Issuer’s ~~from~~existing ~~this~~and ~~offering,~~future ~~and~~subsidiaries.” weThe ~~cannot~~Issuer ~~assure~~is ~~you~~a ~~that~~holding company with limited direct operations. Substantially all orof ~~any~~the ~~portion~~operations of the ~~Notes~~Issuer ~~will~~are beconducted ~~sold~~through its Subsidiaries. InAs a result, the ~~event~~Issuer ~~that~~is wedependent doupon ~~not~~dividends ~~raise~~and ~~sufficient~~other ~~proceeds~~payments from ~~this~~its ~~offering,~~Subsidiaries weto ~~may~~generate ~~adjust~~the ~~our~~funds necessary ~~use~~to ofmeet ~~proceeds~~its byoutstanding ~~limiting~~Indebtedness ~~the~~service ~~speed~~and ofother ~~growth~~obligations, ~~delaying~~including orwith ~~canceling~~respect ~~certain~~to ~~purchases~~the Notes, and such dividends and other payments may be restricted by law or ~~initiatives~~the ~~related~~instruments togoverning our ~~drilling~~Indebtedness. ~~and~~The ~~production~~Issuer’s Subsidiaries may not generate sufficient cash from operations, to enable it to make principal and~~/or~~ ~~streamlining~~interest payments on our ~~operations~~Indebtedness, orincluding wethe ~~could~~Notes. ~~terminate~~Claims ~~this~~of ~~offering~~creditors of such Subsidiaries (including trade creditors) and~~/or~~ ~~determine~~claims of preferred stockholders (if any) of such Subsidiaries generally will have priority with respect to ~~pay~~the ~~back~~assets ~~some~~and orearnings ~~all~~of such Subsidiaries over the claims of ~~our~~creditors ~~debt~~of the Issuer, including ~~the~~holders of Notes. ~~This~~The ~~might~~Notes, ~~result~~therefore, inwill ~~the~~be ~~Notes~~structurally subordinated ~~being~~to ~~repaid~~claims ~~prior~~of tocreditors ~~maturity.~~(including ~~See~~trade ~~“Risk~~creditors) ~~Factors—Risks~~and ~~Related~~preferred tostockholders (if any) of the Issuer’s Subsidiaries. However, the Notes ~~and~~will ~~this~~rank ~~Offering—We~~senior ~~may~~in ~~invest~~right orof ~~spend~~payment to the ~~proceeds~~Series ofA ~~this~~Preferred ~~offering~~Shares, which represent perpetual equity interests in ~~ways~~the ~~with~~Issuer ~~which~~that ~~you~~are ~~may~~junior ~~not~~to ~~agree”~~all existing and future indebtedness of the Issuer. See “Risk Factors—Risks Related to the Notes and this Offering—WeThe ~~may~~Notes ~~redeem~~are ~~your~~the ~~Notes~~Issuer’s atobligations alone ~~our~~and ~~option,~~will ~~which~~be ~~may~~structurally ~~adversely~~subordinated ~~affect~~to ~~your~~all ~~return~~obligations of the Issuer’s existing and future subsidiaries.”

As of March 31, 2026, we had approximately $1,702.3 million of Indebtedness outstanding, including $812.3 million of secured Indebtedness outstanding, consisting of (i) $525.0 million aggregate principal amount outstanding under that certain Amended and Restated Senior Secured Credit Agreement (as the same may be amended and supplemented from time to time, the “Fortress Credit Agreement”) with PhoenixOp, as borrower, each of the lenders from time to time party thereto, and Fortress Credit Corp., as administrative agent for the lenders, which consists of a $100.0 million term loan borrowed in full on August 12, 2024, a $35.0 million

~~MANAGEMENT~~ delayed draw term loan facility, which was fully drawn in October 2024, a $115.0 million term loan borrowed in full on December 18, 2024, a $50.0 million term loan facility, of which $25.0 million was borrowed on April 16, 2025 and $25.0 million was borrowed on May 9, 2025, a $100.0 million term loan borrowed in full on August 1, 2025, a $50.0 million term loan borrowed on October 27, 2025, and a $75.0 million term loan borrowed in full on February 12, 2026, each of which is secured by a first-priority security interest in all of the assets of Phoenix Equity and its subsidiaries, and (ii) (A) $278.0 million aggregate principal amount outstanding under that certain Loan Agreement, dated as of September 14, 2023, by and among the Issuer and PhoenixOp, as borrowers, and Adamantium, as lender (as the same may be amended and supplemented from time to time, the “Adamantium Loan Agreement”), which provides for up to $609.3 million in aggregate principal amount of borrowings in one or more advances and is secured by mortgages on certain of our properties, which mortgages are junior to the security interest of the Fortress Credit Agreement and other existing and future senior secured Indebtedness, and (B) without duplication, $9.3 million aggregate principal amount outstanding under the Adamantium Secured Note, which initially matures in November 2031, has an interest rate of 16.5% per annum, and is secured by Adamantium’Ss ~~DISCUSSION~~rights ~~AND~~under ~~ANALYSIS~~the OFAdamantium ~~FINANCIAL~~Loan ~~CONDITION~~Agreement (as the same may be amended and ~~AND~~supplemented ~~RESULTS~~from OFtime ~~OPERATIONS~~to time, the “Adamantium Secured Note”). Borrowings under the Adamantium Loan Agreement correspond to the $9.3 million issued under the Adamantium Secured Note and the receipt by Adamantium of proceeds from any Adamantium Bonds issued. The Fortress Credit Agreement also provides for a $15.0 million tranche of loans that represents a contingent principal obligation that is only due and payable (together with accrued interest thereon) upon certain conditions occurring, including payment defaults under the Fortress Credit Agreement or a bankruptcy filing by the obligors thereunder. All Obligations under the Fortress Credit Agreement are secured on a first-lien priority basis, subject to certain exceptions and excluded assets, by security interests in, and mortgages on, substantially all personal property and owned real property of Phoenix Equity and its Subsidiaries. The Fortress Credit Agreement and the Adamantium Loan Agreement will constitute Senior Debt and will rank contractually senior to the Notes. The Adamantium Secured Note will not initially constitute Senior Debt but will be structurally senior to the Notes to the extent of the value of Adamantium’s assets, including the collateral securing the Adamantium Loan Agreement. See the sections of our Q1 Quarterly Report entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Indebtedness—Fortress Credit Agreement” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Indebtedness—Adamantium Debt” for more information regarding the Fortress Credit Agreement and the Adamantium Loan Agreement and Adamantium Secured Note, respectively.

~~You~~As ~~should~~of ~~read~~March 31, ~~the~~2026, ~~following~~we ~~management’s~~had ~~discussion~~$278.0 million ~~and~~aggregate ~~analysis~~principal amount outstanding of ~~financial~~unsecured ~~condition~~bonds offered and sold by Adamantium ~~results~~pursuant to an offering under Rule 506(c) of ~~operations~~Regulation inD ~~conjunction~~that ~~with~~commenced ~~“Prospectus~~in ~~Summary—Summary~~September ~~Historical~~2023 ~~Financial~~with ~~and~~maturity ~~Other~~dates ~~Data,”~~ranging ~~our~~from ~~consolidated~~five ~~financial~~to ~~statements,~~eleven ~~and~~years from the ~~related~~issue ~~notes~~date ~~thereto~~and ~~included~~interest ~~elsewhere~~rates inranging ~~this~~from ~~prospectus~~13.0% ~~The~~to ~~following~~16.0% per annum (the ~~discussion~~“Adamantium ~~contains~~Bonds” ~~forward-looking~~and, ~~statements~~together ~~that~~with ~~reflect~~the ~~our~~Adamantium ~~future~~Secured ~~plans~~Note, ~~estimates,~~the ~~beliefs~~“Adamantium Securities”; the Adamantium Securities, ~~and~~together ~~expected~~with ~~performance.~~the ~~These~~Adamantium ~~forward-looking~~Loan ~~statements~~Agreement, ~~are~~the ~~dependent~~“Adamantium Debt”). ~~upon~~Adamantium ~~events~~may, ~~risks~~but is not guaranteed to, ~~and~~issue ~~uncertainties~~$600.0 million ~~that~~in ~~may~~aggregate beprincipal ~~outside~~amount of ~~our~~Adamantium ~~control.~~Bonds ~~Our actual~~to ~~results~~fund ~~could~~advances ~~differ~~to ~~materially~~the ~~from~~Issuer ~~those~~and ~~disclosed~~PhoenixOp inpursuant ~~these~~to ~~forward-looking~~the ~~statements~~Adamantium Loan Agreement. ~~Factors~~The ~~that~~Adamantium ~~could~~Bonds will ~~cause~~not orinitially ~~contribute~~constitute toSenior ~~such~~Debt ~~differences~~but ~~include~~will ~~those~~be ~~described~~structurally insenior ~~“Risk~~to ~~Factors,”~~the ~~“Cautionary~~Notes ~~Statement~~to ~~Regarding Forward-Looking~~the ~~Statements~~extent of the value of Adamantium’s assets,” ~~and~~including ~~elsewhere~~the incollateral ~~this~~securing ~~prospectus~~the Adamantium Loan Agreement. ~~Our~~See ~~historical~~the ~~results~~section ~~are~~of ~~not~~our ~~necessarily~~Q1 ~~indicative~~Quarterly Report entitled “Management’s Discussion and Analysis of ~~the~~Financial ~~results~~Condition ~~that~~and ~~may~~Results beof ~~expected~~Operations—Liquidity and Capital Resources—Indebtedness—Adamantium Debt” for ~~any~~more ~~period~~information inregarding the Adamantium ~~future~~Bonds.

~~Overview~~As of March 31, 2026, the Issuer had $834.9 million aggregate principal amount outstanding of bonds issued pursuant to Regulation D, Regulation A, or Section 3(a)(9) or 4(a)(2) of the Securities Act, consisting of: (i) $7.6 million aggregate principal amount outstanding of unsecured bonds offered and sold pursuant to an offering under Rule 506(c) of Regulation D that commenced in July 2022 and terminated in December 2022, with a maturity date of five years from the issue date and an interest rate of 11.0% per annum (the “Senior Reg D Bonds”); (ii) $50.8 million aggregate principal amount outstanding of Series AAA through Series D-1 Bonds offered and sold pursuant to an offering under Rule 506(c) of Regulation D that commenced in December 2022

We operate in the oil and gas industry and execute on a three-pronged strategy involving (i) direct drilling operations, (ii) the acquisition of royalty assets, and (iii) the acquisition of non-operated working interest assets. Our direct drilling operations are currently primarily focused on development efforts in the Williston Basin in North Dakota and Montana and the Powder River and Denver Julesburg Basins in Wyoming. Our royalty and working interest acquisitions center around a variety of assets, including mineral interests, leasehold interests, overriding royalty interests, and perpetual royalty interests. These efforts have historically targeted assets in the Williston, Permian, Powder River, Uintah, and DJ Basins. We are agnostic as to geography and prioritize operational and asset potential when executing on our strategy.

We began operations in 2019 with the development of our specialized software system, which we have designed and improved over time to support our ability to identify, analyze, underwrite, and formally transact in the purchasing of oil and gas assets. In 2019, we acquired our first mineral interest asset and began to generate revenue. In 2020, we expanded our operations and team to include specialists across a variety of key focus areas. From 2020 to 2023, we experienced significant growth in operations. For example, in 2020, the E&P operators of our properties operated 725 gross productive development wells on the acreage underlying our mineral and royalty interests, and the total acreage underlying our gross and net royalty interests was 177,824 and 1,506, respectively. In the three years since then, the E&P operators of our properties have operated over 4,500 gross productive development wells on the acreage underlying our mineral and royalty interests, of which approximately 1,900 gross productive developments wells were drilled in 2023 alone. As of December 31, 2023, we had 1,640,960 and 120,613 acres underlying our gross and net royalty interests, respectively, as compared to 177,824 and 1,506 acres underlying our gross and net royalty interests, respectively, at December 31, 2020. Furthermore, our total production for the year ended December 31, 2020 was 163,384 Boe as compared to over 2 million Boe for the year ended December 31, 2023. In the same period, our number of employees grew from 21 at December 31, 2020 to 109 at December 31, 2023. Additionally, we commenced direct drilling operations and spudded our first wells in the third quarter of 2023 and, as of September 15, 2024, we have drilled a total of 31.0 gross and 27.0 net productive development wells in the Williston Basin in North Dakota. We expect these direct drilling operations to be a core component of our business strategy going forward.

Since our initial mineral interest asset acquisition in 2019, we have leveraged our specialized software system and experienced management team to identify asset opportunities that fit our desired criteria and potential for returns. While we evaluate and acquire a wide variety of assets, we have historically prioritized assets with potential for high monthly recurring cashflows and primarily target assets that have a potential payback within the short to medium term and long-term cashflows.

Since 2019, we have completed 1,997 mineral and royalty and leasehold interest acquisitions from landowners and other mineral interest owners, representing approximately 98,554 NRAs of royalty assets and 161,083 NMAs of leasehold assets as of June 30, 2024. Over that same period, in addition to completing numerous small transactions, we completed more than 33 transactions larger than 1,000 NMAs that account for approximately 43% of our NMAs. We have acquired mineral, royalty, and leasehold interests from individuals, families, trusts, partnerships, small minerals aggregators, minerals brokers, large private minerals companies, private oil and gas E&P companies, and public minerals companies. We also actively manage our portfolio of assets and, as of June 30, 2024, have sold 4,584 NRAs since 2019.

Following the acquisition of an asset, we typically share in the proceeds of the natural resources extracted and sold by a third-party E&P operator. For certain assets, we operate our own direct drilling operations through PhoenixOp. See “Risk Factors—Risks Related to Our Business and Operations—We, through our investment in PhoenixOp and future assignment of oil and gas properties to PhoenixOp, conduct direct drilling and extraction activities. Such activities pose additional risks to us.”

Our Segments

We operate under three segments: mineral and non-operating; operating; and securities. Our mineral and non-operating segment comprises our operations for the acquisition of mineral interests and non-operated working interests in oil and gas properties, through which we share in the proceeds of the natural resources extracted and sold by the operator. Our operating segment comprises our operations related to our drilling, extraction, and production activities, which today are conducted through PhoenixOp. Our securities segment comprises our operations related to our capital raising activities associated with our debt securities offerings. Our management evaluates our performance and allocates resources based in part on segment operating profit, which is calculated as total segment revenue less operating expenses attributable to the segment, which includes allocated corporate costs.

Sources of Our Revenue

Our revenues have historically primarily constituted mineral and royalty payments received from our E&P operators based on the sale of crude oil, natural gas, and NGL production from our interests. For the years ended December 31, 2023 and 2022, mineral and royalty revenues from our mineral and non-operating segment made up substantially all of our total revenues. In 2023, we commenced sales of crude oil, natural gas, and NGL and began generating product sales in our operating segment through our wholly owned subsidiary, PhoenixOp, which was formed for the purposes of drilling, extracting, and operating producing wells. While product sales were not material in 2023, we expect to derive a greater portion of our total revenues from product sales of crude oil, natural gas, and NGL to PhoenixOp’s customers in the future. For the six months ended June 30, 2024, product sales accounted for over 28% of our total revenues. Our revenues may vary significantly from period to period because of changes in commodity prices, production mix, and volumes of production sold by our E&P operators, including PhoenixOp. We also derive revenues from redemption fees charged to investors, generally in connection with the early redemption of their investments. Other revenue in the securities segment is derived almost exclusively from intersegment interest expense to the mineral and non-operating segment and the operating segment, and is eliminated in consolidation.

~~Principal~~ and ~~Components~~terminated in August 2023, with maturity dates ranging from three to seven years from the issue date and interest rates ranging from 10.0% to 12.0% per annum (the “December 2022 506(c) Bonds”); (iii) $707.2 million aggregate principal amount outstanding of ~~Our~~Series ~~Cost~~U ~~Structure~~through Series JJ-1 Bonds offered pursuant to an offering under Rule 506(c) of Regulation D that commenced in August 2023 and are being offered on a continuous basis, with maturity dates ranging from one to eleven years from the issue date and interest rates ranging from 9.0% to 14.0% per annum (together with the December 2022 506(c) Bonds, the “Subordinated Reg D Bonds” and, together with the Senior Reg D Bonds, the “Reg D Bonds”); (iv) $33.8 million aggregate principal amount outstanding of unsecured bonds offered and sold pursuant to an offering under Regulation A, which commenced in December 2021 and terminated in December 2024, with a term of three years and an interest rate of 9.0% per annum (the “Reg A Bonds” and, collectively with the Reg D Bonds, the “Reg D/Reg A Bonds”); and (v) $35.5 million aggregate principal amount outstanding of unsecured bonds issued to holders of the Reg A Bonds in exchange for their Reg A Bonds in offerings exempt from registration under Section 3(a)(9) and/or 4(a)(2) of the Securities Act, with maturity dates of three, five, seven, or eleven years from the issue date and interest rates ranging from 9.0% to 12.0% per annum (the “Exchange Notes”). As of March 31, 2026, we also had $55.1 million aggregate principal amount outstanding of notes offered and sold pursuant to a registration statement on Form S-1 (File No. 333-282862) on a continuous basis, with maturity dates ranging from three to eleven years from the issue date and interest rates ranging from 9.0% to 12.0% per annum (the “Registered Unsecured Notes”). The Senior Phoenix Bonds and the Registered Unsecured Notes will not initially constitute Senior Debt and, without giving effect to collateral arrangements, will rank equally in right of payment with the Notes. The Subordinated Reg D Bonds are contractually subordinated to the Senior Phoenix Bonds and will be contractually subordinated to the Notes.

As aindicated ~~mineral~~above and ~~royalty~~as ~~owner,~~discussed wein ~~incur~~detail ~~lease~~below ~~operating~~under ~~expenses~~the ~~and~~captions ~~our~~“ ~~proportionate~~—Security—Intercreditor ~~share~~Agreement” ~~of production, severance,~~ and ~~ad valorem~~ ~~taxes.~~“—Subordination,” Inpayments ~~those~~on ~~circumstances,~~the ~~mineral~~Notes ~~and~~may ~~royalty~~be ~~revenues~~subordinated ~~are~~to ~~recognized~~the ~~net~~payment of ~~production~~Senior ~~taxes~~Debt. ~~and~~The ~~post-production~~Indenture ~~expenses.~~will ~~Through~~not ~~PhoenixOp’s~~restrict ~~operations,~~our weability ~~also~~to incur ~~certain~~additional ~~production~~Indebtedness, ~~costs~~ including ~~gathering,~~additional ~~processing~~Senior Debt, ~~and~~additional senior-priority ~~transportation~~secured ~~costs.~~Indebtedness, ~~Shared~~or ~~corporate~~other ~~costs~~Indebtedness that ~~are~~may ~~overhead~~rank ineffectively ~~nature~~equal ~~and~~with, ~~not~~or ~~directly~~senior ~~associated~~to, ~~with~~the ~~any~~Notes. ~~one~~See of“Risk ~~our~~Factors—Risks ~~segments,~~Related ~~including~~to ~~certain~~the ~~general~~Notes and ~~administrative~~this ~~expenses,~~Offering—Your ~~executive~~right ~~or shared-function~~to ~~payroll~~receive ~~costs,~~payment ~~and~~under the ~~certain~~Notes ~~limited~~is ~~marketing~~contractually ~~activities,~~subordinated ~~are allocated~~ to ~~our~~Senior ~~segments~~Debt” ~~based~~and onthe ~~usage~~sections ~~and~~of ~~headcount,~~our asQ1 ~~appropriate.~~Quarterly ~~Cost~~Report ofentitled ~~sales~~“Management’s Discussion and ~~depreciation,~~Analysis ~~depletion,~~of ~~and~~Financial ~~amortization~~Condition ~~are~~and ~~not~~Results ~~applicable~~of toOperations—Liquidity ~~the~~and ~~securities~~Capital ~~segment~~Resources—Indebtedness.”

~~Cost~~Security ~~of Sales~~

~~Lease~~Collateral ~~Operating Expenses~~Generally

WeThe ~~incur~~Notes will ~~lease~~be ~~operating~~secured ~~expenses~~on ~~through:~~a ~~(i) our~~junior ~~ownership~~basis, ofequally ~~mineral~~ and ~~royalty~~ratably ~~interests~~with ~~indirectly,~~all ~~paying~~of our ~~pro~~ ~~rata~~Indebtedness ~~share~~that ofthe ~~cost~~Issuer ofdeems ~~labor,~~will ~~equipment,~~rank ~~maintenance,~~in ~~saltwater~~parity ~~disposal,~~with ~~workover~~respect ~~activity~~to lien priority with the Notes, ~~and~~by ~~other~~mortgages ~~miscellaneous~~on ~~costs;~~certain ~~and~~of ~~(ii) PhoenixOp~~our properties, as determined by the Issuer in its sole discretion, which ~~such~~mortgages ~~costs~~will ~~are~~be ~~directly~~junior ~~incurred~~to ~~through~~the ~~our~~security ~~own~~interest ~~drilling~~under ~~and~~the ~~extraction activities.~~Fortress WeCredit ~~generally~~Agreement ~~expect~~and ~~that~~any ~~these~~other ~~expenses~~senior-priority ~~will~~secured ~~increase~~Indebtedness, asincluding ~~our~~obligations ~~number~~secured ofunder ~~mineral~~the ~~interest~~First ~~and~~Lien ~~non~~Intercreditor Agreement (such Indebtedness, “Senior-~~operated~~Priority ~~working~~Secured ~~interests~~Debt”), insubject ~~oil~~to certain limitations and ~~gas~~exceptions ~~properties~~and ~~increase~~Permitted Liens (such mortgages, astogether with any other assets we ~~commence~~elect ~~oil~~to ~~and~~provide ~~gas~~as ~~operating~~collateral ~~activities~~for the Notes, the “Collateral”). The Collateral will initially comprise mortgages on ~~operated~~15 ~~properties~~of our wells located in Divide County, North Dakota with an estimated discounted present value of $184.4 million, and ~~as production~~the ~~from~~estimated Allocable Amount of such ~~properties~~Collateral ~~increases~~securing Senior-Priority Secured Debt will initially be $23.9 million.

~~Production~~Loan-to-Value ~~and~~Ratio ~~Ad Valorem Taxes~~

~~Production~~The ~~taxes~~Indenture ~~are~~will ~~paid~~provide atthat ~~fixed~~the ~~rates~~aggregate onoutstanding ~~produced~~principal amount ~~crude~~of ~~oil,~~Notes ~~natural~~may ~~gas,~~not ~~and~~exceed ~~NGL~~100% ~~based~~of onthe aaggregate ~~percentage~~total ofdiscounted ~~revenues~~present ~~from~~value ~~our~~of ~~volume~~the ~~of products~~junior ~~sold,~~mortgages ~~established~~serving byas ~~federal,~~Collateral ~~state~~thereunder, orafter ~~local~~deducting ~~taxing~~any ~~authorities.~~Allocable ~~Where~~Amount wesecuring ~~utilize~~any ~~third~~Senior-~~party~~Priority ~~operators,~~Secured ~~the~~Debt ~~E&P companies that operate on our interests withhold~~ and ~~pay~~after ~~our~~adding ~~pro rata share of production taxes on our behalf. We directly pay ad valorem taxes in~~ the ~~counties where our properties are located. Ad valorem taxes are generally based on the appraised~~ net value of ~~our~~any ~~crude~~other ~~oil~~Collateral, ~~natural gas, and NGL properties. We generally expect that these expenses will increase as our number of mineral interest and non-operated working interests~~ in ~~oil~~each ~~and gas properties increase~~case, aswithout wetaking ~~commence~~into ~~oil~~account ~~and~~any ~~gas~~Permitted ~~operating~~Liens ~~activities~~(the on“Loan-to-Value ~~operated properties, and as production from such properties increases~~Ratio”). The

Production Costs

Production costs include gathering, processing, and transportation costs that we incur to gather and transport our oil and gas production to a point of sale. We generally expect that these costs will increase as our activities in our operating segment increase and as our oil and gas operating activities result in increased production volumes. For example, our production costs increased in the first half of 2024 as our oil and gas operating activities came online and PhoenixOp operated production from our first operated properties.

Depreciation, Depletion, and Amortization

Depreciation, depletion, and amortization is the systematic expensing of the capitalized costs incurred to acquire, explore, and develop crude oil, natural gas, and NGL. We follow the successful efforts method of accounting, pursuant to which we capitalize the costs of our proved crude oil, natural gas, and NGL mineral interest properties, which are then depleted on a unit-of-production basis based on proved crude oil, natural gas, and NGL reserve quantities. Our estimates of crude oil, natural gas, and NGL reserves are, by necessity, projections based on geologic and engineering data, and there are uncertainties inherent in the interpretation of such data, as well as the projection of future rates of production. Any significant variance in these assumptions could materially affect the estimated quantity of the reserves, which could affect the rate of depletion related to our crude oil, natural gas, and NGL properties. Depreciation, depletion, and amortization also includes the expensing of office leasehold costs and equipment. We expect depletion to continue to increase in subsequent periods as our gross production of oil, gas, and other products increases.

Advertising and Marketing

We incur advertising and marketing costs in connection with our capital raising programs. Our advertising campaigns include social media, television, and radio advertisement. Our management makes determinations throughout the year regarding the oil and gas investment opportunities that are available to us, and increases or decreases advertising and marketing spend to acquire investors and obtain the requisite financing to capitalize on these opportunities. We expect to expand the menu of options available to both accredited and non-accredited investors, as well as continue to expand our footprint and reputational advantage in the direct-to-consumer securities marketplace. Over time, we expect to raise capital more efficiently, requiring less advertising and marketing spend in relation to capital raised. Advertising and marketing costs are primarily associated with our securities segment and are expensed as incurred.

General and Administrative

General and administrative expenses, comprising selling, general, and administrative and payroll and payroll-related expenses, consist of costs incurred related to overhead, including executive and other employee compensation and related benefits, office expenses, and fees for professional services such as audit, tax, legal, and other consulting services. In connection with this offering, we expect to incur additional costs related to being a public company. See “—Factors Affecting the Comparability of Our Financial Condition and Results of Operations.”

General and administrative expenses are allocated directly to a segment when there is a clear cost-benefit relationship between the expense and the segment that received the benefit. All other costs are aggregated within pools and allocated to each segment using a level-of-effort formula. We expect general and administrative expense to continue to increase period over period as we continue to grow and capitalize on opportunities within each segment; however, we do expect the percentage of growth to begin to decline as our business matures.

Interest Expense

We have financed a significant portion of our working capital requirements and acquisitions with borrowings under credit facilities and the issuance of debt securities. As a result, we incur interest expense that is affected by both fluctuations in interest rates and our financing decisions. We reflect interest paid to the lenders under credit facilities and holders of our debt securities and amortization of debt issuance costs in interest expense in our consolidated statements of operations. Interest expense is primarily incurred within the securities segment and allocated to the mineral and non-operating segment and the operating segment based on the carrying value of the oil and gas properties owned by the respective segment at the balance sheet date. Allocated intersegment interest expense is eliminated in consolidation. We expect interest expense to continue to increase period over period as we raise additional capital to meet our objectives.

~~How~~ “Allocable WeAmount” ~~Evaluate~~will ~~Our~~be ~~Operations~~determined by multiplying the aggregate total discounted present value of the Collateral by the quotient of (x) the aggregate principal amount of all Senior-Priority Secured Debt divided by (y) the aggregate total discounted present value of all collateral securing Senior-Priority Secured Debt.

WeThe ~~use~~value aof ~~variety~~such ofCollateral ~~operational~~will ~~and~~be ~~financial~~determined ~~measures~~in good faith by the Issuer on at least an annual basis, which determination we expect to ~~assess~~make on ~~our~~or ~~performance~~prior to the filing of the Issuer’s Annual Report on Form 10-K for the immediately preceding fiscal year. ~~Among~~As part of that analysis the ~~measures~~Issuer ~~considered~~will refer to, among other things, one or more reserve studies performed by ~~management~~a ~~are~~third-party retained by the Issuer, purchase prices for similar properties, any purchase offers we have recently received for such property or similar property, any other ~~following:~~third-party valuation of the Collateral or any portion thereof, and the book value of such Collateral.

•In ~~volumes~~the event the Loan-to-Value Ratio exceeds 1.00 to 1.00 as of ~~oil~~any date (an “LTV Deficiency Event”), ~~natural~~the ~~gas~~Issuer may cure such LTV Deficiency Event within 60 days following such date by, among other things, pledging additional Collateral, repaying Senior-Priority Secured Debt, or repaying a portion of the Notes until the Loan-to-Value Ratio is no longer exceeded on a pro forma basis. No Default will occur with respect to such LTV Deficiency Event until the end of such 60-day period and, ~~NGL~~if ~~produced;~~the Loan-to-Value Ratio ceases to exceed 1.00 to 1.00 within any such 60-day period, no Default or Event of Default will be deemed to have occurred with respect to such LTV Deficiency Event.

•Addition ~~number~~and Release of ~~producing~~Collateral ~~wells, spud wells, and permitted wells;~~

•The ~~commodity~~Issuer ~~prices;~~may automatically and unconditionally add or release Collateral at its discretion, without the consent of or notice to the Trustee, the Collateral Agent, or the holders of the Notes, subject to compliance with the Loan-to-Value Ratio. Notwithstanding the foregoing, the Liens on the Collateral will automatically and unconditionally be released, and the Issuer shall not be deemed by virtue of such release to have breached the Loan-to-Value Ratio, (i) in connection with a release pursuant to the provisions of “—Modification and Waiver” below, (ii) upon payment in full of the principal of, and any accrued and unpaid interest on, all then-outstanding Notes, (iii) upon a legal defeasance or covenant defeasance under the Indenture as described below under “—Defeasance” or a discharge of the Indenture as described under “—Satisfaction and Discharge,” or (iv) in connection with a release pursuant to the Security Documents or the Intercreditor Agreement.

•The ~~revenue~~Trustee and ~~EBITDA~~the Collateral Agent will execute any documentation or take any action requested by the Issuer with respect to the addition or release of Collateral so long as the Trustee or Collateral Agent, as applicable, has received an Officer’s Certificate. In connection with any release of Collateral, such Officer’s Certificate shall state that, to the knowledge of the person signing such Officer’s Certificate, the Loan-to-Value Ratio is expected to equal or exceed 1.00 to 1.00 on a pro forma basis for such release. For the avoidance of doubt, no opinion of counsel will be required for the Trustee or Collateral Agent to execute any documentation or take any action with respect to the addition or release of Collateral.

~~Volumes~~To the extent applicable, the Issuer will comply with the provisions of ~~Oil~~§ 314(d) of the Trust Indenture Act, ~~Natural~~relating ~~Gas~~to the release of property or securities from the Liens securing the Notes or relating to the substitution for such Liens of any property or securities to be subjected to the Liens under the Indenture and the Security Documents. To the extent permitted, any certificate or opinion required by § 314(d) of the Trust Indenture Act may be made by an officer of the Issuer. Notwithstanding anything to the contrary in this paragraph, the Issuer will not be required to comply with all or any portion of § 314(d) of the Trust Indenture Act if it determines, in good faith based on advice of counsel, that, under the terms of § 314(d) of the Trust Indenture Act and/or ~~NGL~~any ~~Produced~~interpretation or guidance as to the meaning thereof of the SEC or its staff, including “no action” letters or exemptive orders, all or any portion of § 314(d) of the Trust Indenture Act is inapplicable to some or all of the released Collateral. Without limiting the generality of the foregoing, certain no-action letters issued by the SEC have permitted an indenture qualified under the Trust Indenture Act to contain provisions permitting the release of collateral from liens under such indenture in the ordinary course of the issuer’s business without requiring the issuer to provide certificates and other documents under § 314(d) of the Trust Indenture Act.

In order to track and assess the performance of our assets, we monitor and analyze our production volumes from our mineral and royalty interests. We also regularly compare projected volumes to actual reported volumes and investigate unexpected variances.

Producing Wells, Spud Wells, and Permitted Wells

In order to track and assess the performance of our assets, we monitor the number of permitted wells, spud wells, completions, and producing wells on our mineral and royalty interests in an effort to evaluate near-term production growth.

Commodity Prices

Historically, oil, natural gas, and NGL prices have been volatile and may continue to be volatile in the future. During the past five years, the posted price for West Texas Intermediate (“WTI”) has ranged from a low of negative $36.98 per barrel in April 2020 to a high of $123.64 per barrel in March 2022. The Henry Hub spot market for natural gas has ranged from a low of $1.33 per MMBtu in September 2020 to a high of $23.86 per MMBtu in February 2021. Lower prices may not only decrease our revenues, but also potentially the amount of oil, natural gas, and NGL that our operators can produce economically.

Oil. The substantial majority of our oil production is sold at prevailing market prices, which fluctuate in response to many factors that are outside of our control. The majority of our oil production is priced at the prevailing market price with the final realized price affected by both quality and location differentials. The chemical composition of crude oil plays an important role in its refining and subsequent sale as petroleum products. As a result, variations in chemical composition relative to the benchmark crude oil, usually WTI, will result in price adjustments, which are often referred to as quality differentials. The characteristics that most significantly affect quality differentials include the density of the oil, as characterized by its American Petroleum Institute gravity, and the presence and concentration of impurities, such as sulfur. Location differentials generally result from transportation costs based on the produced oil’s proximity to consuming and refining markets and major trading points.

Natural Gas. The U.S. New York Mercantile Exchange (“NYMEX”) price quoted at Henry Hub is a widely used benchmark for the pricing of natural gas in the United States. The actual prices realized from the sale of natural gas differ from the quoted NYMEX price as a result of quality and location differentials. Quality differentials result from the heating value of natural gas measured in Btu and the presence of impurities, such as hydrogen sulfide, carbon dioxide, and nitrogen. Natural gas containing ethane and heavier hydrocarbons has a higher Btu value and will realize a higher volumetric price than natural gas that is predominantly methane, which has a lower Btu value. Natural gas with a higher concentration of impurities will realize a lower price due to the presence of the impurities in the natural gas when sold or the cost of treating the natural gas to meet pipeline quality specifications. Natural gas, which currently has limitations on transportation in certain regions, is subject to price variances based on local supply and demand conditions and the cost to transport natural gas to end-user markets.

NGL. NGL pricing is generally tied to the price of oil, but varies based on differences in liquid components and location.

~~EBITDA~~Sufficiency of Collateral

WeSubject ~~calculate EBITDA by adding back~~ to ~~net~~compliance ~~income~~with ~~(loss), interest income and expense and depreciation, depletion, amortization, and accretion expense for~~ the ~~respective periods. EBITDA is a non~~Loan-~~GAAP supplemental financial measure used by our management~~ to-Value ~~understand and compare our operating results across accounting periods~~Ratio, ~~for~~the ~~internal budgeting and forecasting purposes, and to~~Issuer ~~evaluate~~will financial performance and liquidity, in each case, without regard to financing methods, capital structure, or historical cost basis. EBITDA is presented as supplemental disclosure as we believe it provides useful information to investors and others in understanding and evaluating our results, prospects, and liquidity period over period, including as compared to results of other companies. EBITDA does not ~~represent and should not~~ be ~~considered~~prohibited ~~an alternative to, or more meaningful than, net income (loss), income~~ from ~~operations,~~incurring ~~cash~~additional ~~flows~~secured ~~from~~Indebtedness ~~operating~~that ~~activities,~~could orshare ~~any other measure of financial performance presented~~ in ~~accordance~~all ~~with~~or ~~GAAP~~part ~~as measures~~ of ~~financial~~the ~~performance.~~Collateral, ~~EBITDA~~including ~~has~~Indebtedness ~~important limitations as an analytical tool because it excludes some but not all items~~ that ~~affect~~is ~~net~~secured ~~income~~on ~~(loss),~~a ~~the~~pari ~~most~~passu ~~directly comparable GAAP financial measure. Other companies may not publish this~~ or ~~similar~~senior-priority ~~metrics, and our computation of EBITDA may differ from computations of similarly titled measures of other companies~~basis.

~~Factors~~Subject ~~Affecting~~to the ~~Comparability~~terms of ~~Our~~the ~~Financial~~Intercreditor ~~Condition~~Agreement and ~~Results~~the ofSecurity ~~Operations~~Documents, the Issuer will have the right to remain in possession and retain exclusive control of the Collateral securing the Notes, to freely operate the Collateral, and to collect, invest, and dispose of any income therefrom.

~~Our~~The ~~historical~~Collateral ~~financial~~is ~~condition~~subject to any and ~~results~~all exceptions, defects, encumbrances, liens, and other imperfections as may be permitted under the Indenture and other applicable security documents. No independent appraisals of ~~operations~~any Collateral have been prepared in connection with this offering of Notes. The value of the Collateral is subject to fluctuations and at any time will depend on market and other economic conditions, including the availability of suitable buyers for the ~~periods~~Collateral. ~~presented~~In ~~may~~addition, the book value of the Collateral should not be ~~comparable~~relied on as a measure of realizable value for such assets. By its nature, ~~either~~portions of the Collateral may be illiquid and may have no readily ascertainable value. In the event of a foreclosure, liquidation, bankruptcy, or similar proceeding, no assurance can be given that the proceeds from ~~period~~any sale or liquidation of the Collateral will be sufficient to pay any of the Issuer’s Obligations under the Notes, in full or at all, after first applying any proceeds from the Collateral to satisfy any Senior-Priority Secured Debt. In addition, as discussed further below, the holders of ~~period~~the Notes will not be entitled to receive post-petition interest or ~~going~~applicable ~~forward~~fees, ~~primarily~~costs, ~~for~~expenses, or charges to the ~~following~~extent ~~reasons:~~the amount of the Obligations due under the Notes exceeds the value of the Collateral (after taking into account all other junior-priority debt that is also secured by the Collateral), or any “adequate protection” on account of any undersecured portion of the Notes. See “Risk Factors—Risks Related to the Collateral—The value of the Collateral securing the Notes may not be sufficient to satisfy our obligations under the Notes.”

~~Acquisitions~~Intercreditor Agreement

AsThe Liens on the Collateral securing the Notes will be subject to a Junior Lien Intercreditor Agreement, dated on or around the date of ~~June~~this prospectus, 30by and among the First Lien Collateral Agent, ~~2024~~the Trustee, wethe ~~had~~Collateral ~~completed~~Agent, 1the Issuer,~~997~~ ~~acquisitions~~PhoenixOp, ~~from~~the ~~landowners~~other obligors under the Fortress Credit Agreement, and the other ~~mineral~~parties ~~interest~~from ~~owners.~~time ~~There~~to istime ~~typically~~party athereto ~~lag~~ (~~e.g.,~~as ~~six~~the same may be amended or supplemented from time to ~~eighteen~~time, ~~months~~the “Intercreditor Agreement”). ~~between~~The ~~when~~Intercreditor ~~acquisitions~~Agreement ~~are~~will ~~made~~provide, ~~and~~among ~~when~~other ~~those~~things, ~~investments~~that, ~~generate~~notwithstanding ~~meaningful~~the ~~revenue.~~date, Astime, amanner, ~~result~~or order of filing or recordation of any document, ~~many~~instrument, or grant or the attachment or perfection of any Liens granted to the ~~investments~~Collateral weAgent ~~made~~or inany ~~2023~~holders ~~began~~of ~~generating~~Notes ~~revenue~~on the Collateral (or any actual or alleged defect in ~~2024,~~any of the foregoing) and wenotwithstanding ~~anticipate~~any ~~the~~provision ~~same~~of the ~~delayed~~UCC, ~~effect~~any ~~will~~applicable ~~occur~~law, ~~from~~the ~~2024~~Indenture, tothe ~~2025~~Notes, or any other circumstance whatsoever, Collateral Agent, on behalf of itself and each holder of Notes, agrees in the ~~future~~Intercreditor asAgreement wethat ~~continue~~(a) any Lien on the Collateral securing or purporting to ~~invest~~secure any First Lien Obligations (as defined in ~~new~~the ~~opportunities.~~Intercreditor WeAgreement ~~intend~~and toincluding ~~pursue~~the ~~potential~~Obligations ~~accretive~~under ~~acquisitions~~the ofFortress ~~additional~~Credit ~~mineral~~Agreement) ~~and~~now ~~royalty~~or ~~interests~~hereafter held by ~~capitalizing~~or on ~~our~~behalf ~~specialized~~of the First Lien Collateral Agent or any other ~~software~~holder of Senior-Priority Secured Debt or other agent or trustee therefor, asregardless ~~well~~of ashow ~~our~~acquired, ~~management~~whether ~~team’s~~by ~~expertise~~grant, ~~and~~statute, ~~relationships. We~~operation ~~believe~~of welaw, ~~will~~subrogation, or otherwise, shall have priority over and be ~~well-positioned~~senior in all respects and prior to ~~acquire~~any Lien ~~such~~on ~~assets~~the Collateral securing or purporting to secure any Obligations under the Notes and, ~~should~~consequently, ~~such~~the ~~opportunities~~holders ~~arise,~~of ~~identifying~~First ~~and~~Lien ~~executing~~Obligations ~~acquisitions~~are ~~will~~entitled beto areceive ~~key~~the ~~part~~proceeds from the disposition of ~~our~~any Collateral prior to the holders of ~~strategy.~~Obligations ~~However,~~under ifthe weNotes ~~are~~and ~~unable~~(b) any Lien on the Collateral securing or purporting to ~~make~~secure ~~acquisitions~~any Obligations under the Notes now or hereafter held by or on ~~economically~~behalf ~~acceptable~~of ~~terms,~~the ~~our~~Collateral ~~future~~Agent, ~~growth~~any ~~may~~holders beof ~~limited~~Notes, ~~and~~or any ~~acquisitions~~ weother ~~make~~agent ~~may~~or ~~reduce~~trustee therefor, ~~rather~~regardless ~~than~~of ~~increase~~how acquired, ~~our~~whether ~~cash~~by ~~flows~~grant, statute, operation of law, subrogation, or otherwise, shall be junior and ~~ability~~subordinate in all respects to ~~make~~all ~~further~~Liens ~~investments~~on the Collateral securing or purporting to secure any First Lien Obligations. All Liens on the Collateral securing or purporting to secure any First Lien Obligations shall be and remain senior in ~~our~~all ~~business~~respects and ~~satisfy~~prior ~~our~~to ~~debt~~all ~~obligations,~~Liens ~~including~~on ~~with~~the ~~respect~~Collateral securing or purporting to secure any Obligations under the Notes. ~~Additionally~~for all purposes, itwhether isor ~~possible~~not ~~that~~such weLiens ~~will~~securing ~~effect~~or ~~divestitures~~purporting ofto ~~certain~~secure ofany ~~our~~First ~~assets.~~Lien ~~Any~~Obligations ~~such~~are ~~acquisitions~~subordinated orto ~~divestitures~~any ~~affect~~Lien ~~the~~securing ~~comparability~~any ofother ~~our results~~obligation of ~~operations~~the ~~from~~Issuer ~~period~~or toany ~~period~~other person or otherwise subordinated, voided, avoided, invalidated, or lapsed.

Supply, Demand, Market Risk, and Their Impact on Oil Prices

Commodity prices are the most significant factor impacting our revenues, profitability, operating cash flows, the amount of capital we invest in our business, and redemption of our debt. The oil industry is cyclical and commodity prices are highly volatile. During the period from January 1, 2021 through June 30, 2024, prices for crude oil reached a high of $123.64 per Bbl and a low of $47.47 per Bbl. Over the same time period, natural gas prices reached a high of $23.86 per MMBtu and a low of $1.25 per MMBtu. These prices experience large swings, sometimes on a day-to-day or week-to-week basis. For the six months ended June 30, 2024, the average NYMEX crude oil and natural gas prices were $79.64 per Bbl and $2.11 per MMBtu, respectively, representing an increase of 6.3% and a decrease of 12.5%, respectively, from the average NYMEX prices as of June 30, 2023. For the year ended December 31, 2023, the average NYMEX crude oil and natural gas prices were $77.58 per Bbl and $2.53 per MMBtu, respectively, representing decreases of 18% and 61%, respectively, from the average NYMEX prices for the year ended December 31, 2022.

Crude oil prices over that time period were impacted by a variety of factors affecting current and expected supply and demand dynamics, including strong demand for crude oil, domestic supply reductions, OPEC control measures, and market disruptions resulting from the Russia-Ukraine war and sanctions on Russia. Market prices for NGL are influenced by the components extracted, including ethane, propane, and butane and natural gasoline, among others, and the respective market pricing for each component. Other factors impacting supply and demand include weather conditions, pipeline capacity constraints, inventory storage levels, basis differentials, export capacity, and the strength of the U.S. dollar, as well as other factors, the majority of which are outside of our control.

Commodity prices experienced significant volatility in 2022 after the Russia/Ukraine conflict began and this continued through 2023 and has continued into 2024. Recent events in the Middle East have added further volatility to energy prices and the outlook for that region remains extremely uncertain. Economic headwinds should diminish moving forward as inflation appears to have peaked and interest rates should fall over the course of 2024. However, the tailwind to annual energy demand growth from the post-COVID recovery has likely run its course and annual growth should be more in line with the long-term trend moving forward. Ongoing OPEC

~~petroleum~~The ~~supply~~Intercreditor ~~limitations~~Agreement ~~and~~will ~~economic~~provide ~~sanctions~~that ~~involving~~so ~~producer~~long ~~countries~~as ~~continue~~First Lien Obligations remain outstanding, the Collateral Agent shall not (A) exercise or seek to ~~add~~exercise ~~uncertainty~~any rights or remedies (including setoff or recoupment) with respect to any Collateral in respect of any Obligations under the ~~price~~Notes ~~outlook.~~or Weinstitute ~~expect~~any ~~commodity~~action ~~price~~or proceeding ~~volatility~~with respect to ~~continue~~such ~~given~~rights or remedies (including any action of foreclosure), (B) contest, protest, or object to any foreclosure proceeding or other action brought with respect to the Collateral or any other collateral securing the First ~~complex~~Lien ~~global~~Obligations ~~dynamics~~by the First Lien Collateral Agent or any holder of ~~supply~~First Lien Obligations in respect of the First Lien Obligations, the exercise of any right by the First Lien Collateral Agent or any holder of First Lien Obligations (or any agent or sub-agent on their behalf) in respect of the First Lien Obligations under any lockbox agreement, control agreement, landlord waiver, or bailee’s letter or similar agreement or arrangement to which the First Lien Collateral Agent or any holder of First Lien Obligations either is a party or may have rights as a third-party beneficiary, or any other exercise by any such party of any rights and ~~demand~~remedies ~~that~~relating ~~exist~~to the Collateral under the debt documents governing the First Lien Obligations or otherwise in respect of the ~~market~~collateral securing the First Lien Obligations, or (C) object to the forbearance by the First Lien Collateral Agent or the holders of First Lien Obligations from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Collateral in respect of First Lien Obligations. ~~See~~The ~~“Risk~~First ~~Factors—Risks~~Lien ~~Related~~Collateral Agent or holders of First Lien Obligations have the exclusive right to ~~Our~~enforce ~~Business~~rights, exercise remedies (including setoff, recoupment, and ~~Our~~the ~~Operations—Our~~right ~~business~~to iscredit ~~sensitive~~bid their debt), and make determinations regarding the release, disposition, or restrictions with respect to the ~~price~~Collateral or any other collateral securing the First Lien Obligations without any consultation with or the consent of ~~oil~~the ~~and~~Collateral ~~timing~~Agent or any holder of ~~oil~~Obligations ~~production,~~under ~~which~~the Notes; provided that the Collateral Agent may ~~have~~, anamong other things, take any action (not adverse ~~effect~~to the prior Liens on ~~our~~such ~~ability~~Collateral, or the rights of the First Lien Collateral Agent or holders of the First Lien Obligations to ~~generate~~exercise ~~returns~~remedies ~~for~~in ~~investors”~~respect ~~for~~of ~~further~~such ~~discussion~~Collateral) onin ~~how~~order ~~volatility~~to create, prove, perfect, preserve, or protect (but not enforce) their rights in, ~~commodity~~and ~~prices~~the ~~could~~perfection ~~impact~~and uspriority of their Liens on, such Collateral.

~~Reporting~~Subject to the foregoing provisions, the Collateral Agent, on behalf of itself and ~~Compliance~~the ~~Expenses~~holders of the Notes, agrees, prior to the Discharge of the First Lien Obligations (as defined in the Intercreditor Agreement), (1) not to take or receive any Collateral or any proceeds of Collateral in connection with the exercise of any right or remedy (including setoff or recoupment) with respect to any Collateral in respect of Obligations under the Notes, (2) not to take any action that would hinder any exercise of remedies undertaken by the First Lien Collateral Agent or any holder of First Lien Obligations with respect to the Collateral under the debt documents governing the First Lien Obligations, including any disposition of the Collateral, whether by foreclosure or otherwise, (3) to waive any and all rights it or any such holder of Obligations under the Notes may have as a junior lien creditor or otherwise to object to the manner in which the First Lien Collateral Agent or the holders of First Lien Obligations seek to enforce or collect the First Lien Obligations or the Liens granted on any of the collateral securing the First Lien Obligations, regardless of whether any action or failure to act by or on behalf of the First Lien Collateral Agent or any other holder of First Lien Obligations is adverse to the interests of the holders of Obligations under the Notes, (4) that no covenant, agreement, or restriction in the Indenture or the Notes shall be deemed to restrict in any way the rights and remedies of the First Lien Collateral Agent or the holders of First Lien Obligations with respect to the collateral securing the First Lien Obligations as set forth in the Intercreditor Agreement and the debt documents governing the First Lien Obligations, and (5) not to commence, or join with any person (other than the First Lien Collateral Agent) in commencing, any enforcement, collection, execution, levy, or foreclosure action or proceeding with respect to any Lien held by it in the Collateral under the Indenture or the Notes or otherwise in respect of the Obligations under the Notes.

InThe Intercreditor ~~connection~~Agreement ~~with~~provides ~~this~~that ~~offering,~~any ~~we expect to incur incremental non~~Senior-~~recurring~~Priority ~~costs~~Secured ~~related~~Indebtedness tomay ~~our transition~~be toamended, ~~being~~restated, aamended ~~public~~and ~~company~~restated, ~~including~~waived, ~~the~~supplemented, ~~costs~~or ofotherwise ~~this~~modified ~~offering~~in ~~and~~accordance ~~the costs associated~~ with ~~the~~its ~~initial~~terms, ~~implementation of our improved internal controls~~ and ~~testing.~~any WeSenior-Priority ~~also~~Secured ~~expect~~Indebtedness ~~to incur additional significant and recurring expenses~~may asbe ~~a public reporting company~~refinanced, ~~such~~in aseach ~~expenses associated with SEC reporting requirements~~case, ~~including~~without ~~annual and quarterly reports, Sarbanes-Oxley Act compliance expenses, costs associated with~~ the ~~employment~~consent of ~~additional~~the ~~personnel,~~Collateral ~~increased independent~~Agent ~~auditor~~or ~~fees,~~any ~~increased~~holder ~~legal~~of ~~fees,~~Obligations ~~investor~~under ~~relations~~the ~~expenses~~Notes, ~~and~~all ~~increased~~without ~~director~~affecting ~~and~~the ~~officer~~Lien ~~insurance~~priorities ~~expenses.~~provided ~~These~~for ~~general~~herein ~~and~~or ~~administrative~~the ~~expenses~~other ~~are~~provisions ~~not included in our historical financial statements~~hereof.

Derivatives

Impairment

We evaluate our producing properties for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. When assessing proved properties for impairment, we compare the expected undiscounted future cash flows of the proved properties to the carrying amount of the proved properties to determine recoverability. If the carrying amount of proved properties exceeds the expected undiscounted future cash flows, the carrying amount is written down to the properties’ estimated fair value, which is measured as the present value of the expected future cash flows of such properties. The factors used to determine fair value include estimates of proved reserves, future commodity prices, timing of future production, and a risk-adjusted discount rate. The proved property impairment test is primarily impacted by future commodity prices, changes in estimated reserve quantities, estimates of future production, overall proved property balances, and depletion expense. If pricing conditions decline or are depressed, or if there is a negative impact on one or more of the other components of the calculation, we may incur proved property impairments in future periods.

Debt and Interest Expense

We have a significant amount of debt and may incur significantly more in the future to finance, among other things, acquisitions, investments in PhoenixOp, and payments on our debt. As a result, we incur interest expense that is affected by both fluctuations in interest rates and our financing decisions. Increases in interest rates as a result of inflation and a potentially recessionary economic environment in the United States could have a negative effect on the demand for oil and natural gas, as well as our borrowing costs.

PhoenixOp

Our wholly owned subsidiary, PhoenixOp, was formed to manage and conduct drilling, extraction, and related oil and gas operating activities. PhoenixOp commenced the spudding of its first wells in the third quarter of 2023. The first five wells completed by PhoenixOp began production in the first quarter of 2024, and the next five wells began production in the second quarter of 2024. As of June 30, 2024, PhoenixOp had an additional 21 wells in various stages of development. Given its limited operations in 2023, PhoenixOp’s revenue was $1.2 million for that year. For the six months ended June 30, 2024, PhoenixOp’s operations increased and its revenue was $34.9 million. As more wells begin production in 2024, and more properties are contributed to PhoenixOp for potential future production, we expect to derive a greater portion of our total revenues from PhoenixOp and our operating segment. We believe these operations represent a significant source of potential revenue growth. In addition, as PhoenixOp is an E&P operator, it incurs greater operating costs related to drilling, extraction, and related oil and gas operating activities than our mineral and non-operating activities. As a result, we expect our operating costs to increase as PhoenixOp’s operations expand and become a greater portion of our overall business.

~~2024~~Certain ~~Outlook~~Bankruptcy and Other Limitations with Respect to the Collateral

The ~~following~~parties ~~table~~to ~~presents~~the ~~our~~Intercreditor ~~current~~Agreement ~~estimates~~will ofexpressly ~~certain~~acknowledge ~~financial~~it ~~and~~is ~~operating~~a ~~results~~“subordination ~~for~~agreement” ~~the~~under ~~full year of 2024. These forward-looking~~Section 510(a) ~~statements reflect our expectations as~~ of the ~~date~~Bankruptcy ofCode ~~this~~or ~~prospectus,~~any ~~and~~similar ~~are~~provision ~~subject~~of toany ~~substantial~~other ~~uncertainty.~~bankruptcy ~~Our~~law ~~results~~that ~~are~~shall ~~inherently unpredictable, may fluctuate significantly, and may~~ be ~~materially~~effective ~~affected by many factors~~before, ~~such as fluctuations in commodity prices~~during, ~~changes in global economic~~ and ~~geopolitical~~after ~~conditions,~~the ~~and~~commencement ~~changes~~of inany ~~governmental~~insolvency ~~regulations,~~or ~~among~~liquidation ~~others~~proceeding. The ~~following~~relative ~~estimates~~rights ~~are~~as ~~based on, among other things, our anticipated capital expenditures and drilling and operations programs, our ability~~ to ~~drill~~the ~~and~~Collateral ~~complete wells consistent with our expectations, certain drilling, completion,~~ and ~~equipping~~proceeds ~~cost~~thereof shall ~~assumptions,~~continue ~~and~~after ~~certain~~the ~~well~~commencement ~~performance~~of ~~assumptions.~~any Ininsolvency ~~addition,~~or ~~achieving~~liquidation ~~these estimates~~proceeding ~~and~~on ~~maintaining~~ the ~~required~~same ~~drilling~~basis ~~activity~~as prior to ~~achieve these estimates will depend on~~ the ~~availability~~date of ~~capital,~~ the ~~existing~~petition ~~regulatory environment~~therefor, ~~commodity~~subject ~~prices~~to ~~and~~any ~~differentials,~~court ~~rig~~order ~~and~~approving ~~service~~the ~~availability,~~financing ~~and actual drilling results~~of, ~~as well as other factors. Factors that could cause~~ or ~~contribute~~use ~~to changes~~ of ~~such~~cash ~~estimates~~collateral ~~include~~by, ~~those described in~~ the ~~sections~~Issuer ~~entitled~~or ~~“Risk Factors” and “Cautionary Statement Regarding~~any ~~Forward-Looking~~other ~~Statement”~~obligor ~~presented~~party ~~elsewhere~~to inthe ~~this~~Intercreditor ~~prospectus~~Agreement. IfAll ~~any~~references ofin ~~these~~the ~~risks~~Intercreditor ~~and~~Agreement ~~uncertainties~~to ~~actually occur or~~ the ~~assumptions~~Issuer ~~underlying our estimates are incorrect, our actual operating results, costs and activities may be materially and adversely different from our expectations~~ or ~~guidance.~~such Inobligor ~~addition,~~shall ~~investors~~include ~~should recognize that~~ the ~~reliability~~Issuer ofor ~~any~~such ~~guidance~~obligor ~~diminishes in~~ as ~~much as it involves estimates for figures farther~~ a debtor-in-possession ~~the future,~~ and soany ~~the~~receiver ~~farther we~~or ~~are~~trustee ~~from~~for the ~~end~~Issuer ofor ~~2024~~such ~~the more likely that our actual results will differ materially from our guidance~~obligor. ~~In light of the foregoing, investors are urged to put our guidance in context and not to place undue reliance upon it.~~

~~For~~Until the ~~year~~Discharge ~~ending~~of ~~December~~First Lien Obligations has occurred, if the Issuer or any other obligor shall be subject to any insolvency or liquidation proceeding, then the Collateral Agent, for itself and on behalf of each holder of Obligations under the Notes, agrees that (A) 31if the First Lien Collateral Agent shall desire to consent (or not object) to the sale, ~~2024~~use, ~~total~~or ~~revenues~~lease ~~are~~of cash ~~expected~~or other collateral or to beconsent ~~between~~(or ~~$280.0~~not object) to the Issuer’s or any obligor’s obtaining financing under Section ~~million~~363 ~~and~~or ~~$290.0~~Section ~~million~~364 of the Bankruptcy Code or any similar provision of any other bankruptcy law (“DIP Financing”), it will raise no objection to and will not otherwise contest such sale, use, or lease of such cash or other collateral or such DIP Financing and, except to ~~grow~~the extent permitted by applicable provisions of ~~between~~the ~~137%~~Intercreditor Agreement, will not request adequate protection or any other relief in connection therewith and, to ~~145%~~the extent the Liens securing any First Lien Obligations are subordinated to or have the same priority as the Liens securing such DIP Financing, will subordinate (and will be deemed under the Intercreditor Agreement to have subordinated) its Liens in the Collateral to (x) such DIP Financing (and all obligations relating thereto) on the same basis as ~~compared~~the Liens securing the Obligations under the Notes are so subordinated to Liens securing the ~~year~~First ~~ended~~Lien ~~December~~Obligations under the Intercreditor Agreement, (B) 31it will raise no objection to and will not otherwise contest any motion for relief from the automatic stay or any other stay in any insolvency or liquidation proceedings or from any injunction against foreclosure or enforcement in respect of First Lien Obligations or the collateral securing the First Lien Obligations made by the First Lien Collateral Agent or any other holder of First Lien Obligations, ~~2023~~(C) it will raise no objection to and will not otherwise contest any lawful exercise by any holder of First Lien Obligations of the right to credit bid First Lien Obligations at any foreclosure or other sale of collateral securing any First Lien Obligations, ~~based~~including onpursuant anto ~~average~~Section 363(k) ~~benchmark~~of ~~commodity~~the ~~price~~Bankruptcy Code or any similar provision of ~~$81.43/Bbl~~any ~~for~~other ~~crude~~bankruptcy ~~oil~~law or other applicable law, (D) it will raise no objection to and will ~~$3.16/MMcf~~not otherwise contest any other request for ~~natural~~judicial ~~gas~~relief made in any court by any holder of First Lien Obligations relating to the lawful enforcement of any Lien on collateral securing any First Lien Obligations, (E) it will raise no objection to and will not otherwise contest any election made by the First Lien Collateral Agent or any other holder of First Lien Obligations of the application of Section 1111(b) of the Bankruptcy Code or any similar provision of any other bankruptcy law with respect to any of the Collateral, and (F) it will raise no objection to and will not otherwise contest or oppose any disposition (including pursuant to Section 363 of the Bankruptcy Code or any similar provision of any other bankruptcy law) of assets of the Issuer or any other obligor for or to which the ~~corresponding~~First ~~period~~Lien Collateral Agent has consented or not objected that provides, to the extent such disposition is to be free and clear of Liens, that the Liens securing the First Lien Obligations and the Obligations under the Notes will attach to the proceeds of the sale on the same basis of priority as the Liens on the Collateral securing the First Lien Obligations rank to the Liens on the Collateral securing the Obligations under the Notes pursuant to the Intercreditor Agreement.

~~The~~Until ~~following~~the ~~table~~Discharge ~~presents~~of ~~our~~First ~~current~~Lien ~~full~~Obligations ~~year~~has ~~2024~~occurred, ~~production~~the Collateral ~~estimates:~~Agent, for itself and on behalf of each holder of Obligations under the Notes, agrees that none of them shall seek relief from the automatic stay or any other stay in any insolvency or liquidation proceeding or take any action in derogation thereof, in each case in respect of any Collateral, without the prior written consent of the First Lien Collateral Agent.

	2024 Guidance
Production:
Crude oil (MBbls)		3,140 to 3,315
Natural gas (MMcf)		2,768 to 2,921
NGL (MBbls)		536 to 566
Total (MBOE) (6:1)		4,137 to 4,368
Average daily production (BOE/d) (6:1)		11,495 to 12,133

The Collateral Agent, for itself and on behalf of each holder of Obligations under the Notes, acknowledges and agrees that (a) the grants of Liens pursuant to the collateral documents with respect to the First Lien Obligations and the collateral documents with respect to the Obligations under the Notes constitute separate and

~~Results~~ distinct grants of ~~Operations~~Liens and (b) because of, among other things, their differing rights in the Collateral, the Obligations under the Notes are fundamentally different from the First Lien Obligations and must be separately classified in any plan of reorganization, plan of liquidation, agreement for composition, or other type of plan of arrangement proposed, confirmed, or adopted in an insolvency or liquidation proceeding. To further effectuate the ~~Six~~intent ~~Months~~of ~~Ended~~the ~~June~~parties 30as provided in the immediately preceding sentence, ~~2024~~if ~~Compared~~it is held that any claims of the holders of First Lien Obligations and the holders of Obligations under the Notes in respect of the Collateral constitute a single class of claims (rather than separate classes of senior and junior secured claims), then the Collateral Agent, for itself and on behalf of each holder of Obligations under the Notes, acknowledges and agrees that all distributions from the Collateral shall be made as if there were separate classes of senior and junior secured claims against the Issuer and the other obligors in respect of the Collateral (with the effect being that, to the ~~Six~~extent ~~Months~~that ~~Ended~~the ~~June~~aggregate 30value of the Collateral is sufficient (for this purpose ignoring all claims held by the holders of Obligations under the Notes), the holders of First Lien Obligations shall be entitled to receive, in addition to amounts distributed to them in respect of ~~2023~~principal, pre-petition interest, fees, expenses, and other claims, all amounts owing in respect of post-petition interest, fees, and expenses (whether or not allowed or allowable under Section 506(b) of the Bankruptcy Code (or any similar provision of any other bankruptcy law) or otherwise in such insolvency or liquidation proceeding) before any distribution from the Collateral is made in respect of the Obligations under the Notes, with the Collateral Agent, for itself and on behalf of each holder of Obligations under the Notes, acknowledging and agreeing to turn over to the First Lien Collateral Agent amounts otherwise received or receivable by it to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery of the holders of Obligations under the Notes).

~~The~~No ~~following~~holder ~~table~~of ~~summarizes~~Obligations ~~our~~under ~~consolidated~~the ~~results~~Notes (whether in the capacity of ~~operations~~a secured creditor or an unsecured creditor) may propose, vote in favor of, or otherwise directly or indirectly support any plan of reorganization, plan of liquidation, agreement for composition, or other type of plan of arrangement that is inconsistent with the ~~periods~~priorities ~~indicated:~~or other provisions of the Intercreditor Agreement. Without limiting the generality of the foregoing, other than with the prior written consent of the First Lien Collateral Agent, no holder of Obligations under the Notes (whether in the capacity of a secured creditor or an unsecured creditor) may vote in favor of any plan unless such plan (i) satisfies the First Lien Obligations in full in cash or (ii) is proposed or supported by the number of holders of First Lien Obligations required under Section 1126(c) of the Bankruptcy Code or any similar provision of any other bankruptcy law. In addition, if, in any insolvency or liquidation proceeding involving the Issuer or a Guarantor, debt obligations of the reorganized debtor secured by Liens upon any property of the reorganized debtor are distributed, pursuant to a plan of reorganization, plan of liquidation, agreement for composition, or other type of plan of arrangement proposed, confirmed, or adopted in an insolvency or liquidation proceeding, on account of both the First Lien Obligations and the Obligations under the Notes, then, to the extent the debt obligations distributed on account of the First Lien Obligations and on account of the Obligations under the Notes are secured by Liens upon the same assets or property, the provisions of the Intercreditor Agreement will survive the distribution of such debt obligations pursuant to such plan and will apply with like effect to the Liens securing such debt obligations. See “Risk Factors—Risks Related to the Collateral—Rights of holders of the Notes in the Collateral may be adversely affected by bankruptcy proceedings, and holders may not be entitled to post-petition interest, fees, or expenses in any bankruptcy proceeding” and “Risk Factors—Risks Related to the Collateral—The value of the Collateral securing the Notes may not be sufficient to satisfy our obligations under the Notes.”

	Six Months Ended
	June 30,						Change
(in thousands)	2024			2023			$			%
Revenues
Mineral and royalty revenues	$	85,588		$	49,202		$	36,386			74%
Product sales		33,990			318			33,672			10589%
Other revenues		932			—			932			NM
Total revenues		120,510			49,520			70,990			143%
Operating expenses
Cost of sales		22,927			7,963			14,964			188%
Depreciation, depletion, amortization, and accretion		37,477			9,206			28,271			307%
Advertising and marketing		17,318			19,352			(2,034	)		(11)%
Selling, general and administrative		17,145			5,284			11,861			224%
Payroll and payroll-related		14,031			6,920			7,111			103%
Loss on sale of assets		564			—			564			NM
Total operating expenses		109,462			48,725			60,737			125%
Income from operations		11,048			795			10,253			1290%
Other expenses
Interest income		55			—			55			NM
Interest expense		(31,606	)		(12,131	)		(19,475	)		(161)%
Gain (loss) on derivatives		(86	)		44			(130	)		(295)%
Total other expenses		(31,637	)		(12,087	)		(19,550	)		(162)%
Net loss	$	(20,589	)	$	(11,292	)	$	(9,297	)		(82)%

Subordination

NMThe –payment of principal ~~not~~of ~~meaningful~~and interest, if any, on the Notes will be subordinated to the payment in full of all Senior Debt, including Senior Debt created, incurred, assumed, or guaranteed after the date of the Indenture. As of March 31, 2026, we had approximately $812.3 million of indebtedness that will rank contractually senior to the Notes.

The following tables summarize our segment operating profit (loss) for the periods indicated:

	Six Months Ended June 30, 2024
(in thousands)	Mineral andNon-operating			Operating			Securities			Eliminations			Total
Total revenues	$	85,651		$	34,894		$	28,513		$	(28,548	)	$	120,510
Total operating expenses		(55,856	)		(24,349	)		(29,320	)		63			(109,462	)
Segment operating profit (loss)		29,795			10,545			(807	)		(28,485	)		11,048

	Six Months Ended June 30, 2023
(in thousands)	Mineral andNon-operating			Operating			Securities			Eliminations			Total
Total revenues	$	49,202		$	318		$	8,608		$	(8,608	)	$	49,520
Total operating expenses		(23,504	)		(2,109	)		(23,112	)		—			(48,725	)
Segment operating profit (loss)		25,698			(1,791	)		(14,504	)		(8,608	)		795

The following table summarizes our production data and average realized prices for the periods indicated:

	Six Months Ended June 30,				Change
	2024		2023		Amount			%
Production Data:
Crude oil (Bbls)		1,570,516		583,956		986,560			169%
Natural gas (Mcf)		1,500,220		1,064,532		435,688			41%
NGL (Bbls)		217,607		77,909		139,698			179%
Total (BOE)(6:1)		2,038,160		839,287		1,198,873			143%
Average daily production (BOE/d) (6:1)		11,199		4,637		6,562			142%
Average Realized Prices(a):
Crude oil (Bbl)	$	70.84	$	74.45	$	(3.61	)		(5)%
Natural gas (Mcf)	$	1.91	$	3.87	$	(1.96	)		(51)%
NGL (Bbl)	$	25.04	$	30.05	$	(5.01	)		(17)%

(a) Average realized prices are net of certain post-production costs that are deducted from our royalties.

Revenues

The following table shows the components of our revenue for the periods presented:

	Six Months Ended June 30,				Change
(in thousands)	2024		2023		$			%
Mineral and royalty revenues
Crude oil	$	78,031	$	42,807	$	35,224			82%
Natural gas		2,772		4,066		(1,294	)		(32)%
NGL		4,785		2,329		2,456			105%
Total mineral and royalty revenues		85,588		49,202		36,386			74%
Product sales
Crude oil		33,156		307		32,849			10700%
Natural gas		113		1		112			11200%
NGL		721		10		711			7110%
Total product sales		33,990		318		33,672			10589%
Other revenue		932		—		932			NM
Total revenues	$	120,510	$	49,520	$	70,990			143%

NM – not meaningful.

Revenue was $120.5 million for the six months ended June 30, 2024, as compared to $49.5 million for the same period in 2023, an increase of $71.0 million, or 143%. The increase was primarily attributable to a $36.4 million increase in mineral and royalty revenues generated from our mineral and non-operating activities and a $33.7 million increase in product sales generated from our direct drilling, extraction, and related oil and gas operating activities.

Mineral and Non-Operating Segment

Mineral and non-operating segment revenue was $85.7 million for the six months ended June 30, 2024, as compared to $49.2 million for the same period in 2023, an increase of $36.5 million, or 74%. The increase in segment revenue was primarily driven by an overall increase in our mineral interests and non-operated working interests in oil and gas properties, which have expanded significantly in recent years. Acquisitions of such interests generally generate revenue in subsequent periods (e.g., on a six to eighteen-month lag). As a result, our mineral and non-operating segment revenue has increased over time as our portfolio of mineral interests and non-operated working interests in oil and gas properties has expanded. In the six months ended June 30, 2024, we closed 726 unique transactions that added 47,587 NMAs of leasehold interests and 23,350 NRAs of mineral interests to our portfolio, as compared to 344 unique transactions, 40,208 NMA of leasehold interests, and 10,098 NRAs of mineral interests for the same period in 2023. The increase in our mineral and non-operating segment revenue was partially offset by lower commodity prices and higher post-production costs passed through to us relative to the increase in production volumes.

Operating Segment

Operating segment revenue was $34.9 million for the six months ended June 30, 2024, as compared to $0.3 million for the same period in 2023. The increase in segment revenue was driven by the commencement of drilling activities by PhoenixOp. PhoenixOp began its operations in the third quarter of 2023, when it became the operator of five producing wells acquired from another operator. As a result, there were no material revenues in the six months ended June 30, 2023.

Operating Expenses

Cost of Sales

	Six Months EndedJune 30,				Change
(in thousands)	2024		2023		$		%
Cost of sales
Lease operating expenses		11,637		3,496		8,141		233	%
Production and severance taxes		9,366		4,461		4,905		110	%
Production costs		1,924		6		1,918		31967	%
Total	$	22,927	$	7,963	$	14,964		188	%

Cost of sales was $22.9 million for the six months ended June 30, 2024, as compared to $8.0 million for the same period in 2023, an increase of $15.0 million, or 188%. The increase was primarily driven by the commencement of our direct drilling, extraction, and related oil and gas operating activities in 2024, as well as an increase in our mineral interests and non-operated working interests in oil and gas properties.

Mineral and Non-Operating Segment

Mineral and non-operating segment cost of sales was $15.3 million for the six months ended June 30, 2024, as compared to $7.9 million for the same period in 2023, an increase of $7.3 million, or 92%. The increase in segment cost of sales was primarily driven by an overall increase in our mineral interests and non-operated working interests in oil and gas properties and the resulting increase in lease operating expenses, production taxes, and ad valorem taxes.

Operating Segment

Operating segment cost of sales was $7.7 million for the six months ended June 30, 2024, as compared to less than $0.1 million for the same period in 2023. The increase in segment cost of sales was driven by the commencement of operated production from newly drilled wells by PhoenixOp in the first quarter of 2024, at which time we began to recognize lease operating expenses, production and ad valorem taxes, and production costs in our operating segment. PhoenixOp began its operations in the third quarter of 2023, when it became the operator of five producing wells acquired from another operator. As a result, there were no material costs in the six months ended June 30, 2023.

Depreciation, Depletion, Amortization, and Accretion Expense

	Six Months EndedJune 30,				Change
(in thousands)	2024		2023		$		%
Depletion, depreciation, amortization and accretion
Depletion	$	37,240	$	9,138	$	28,102		308	%
Depreciation		83		68		15		22	%
Accretion on asset retirement obligations		154		—		154		NM
Total	$	37,477	$	9,206	$	28,271		307	%

Depreciation, depletion, amortization, and accretion expense was $37.5 million for the six months ended June 30, 2024, as compared to $9.2 million for the same period in 2023, an increase of $28.3 million, or 307%, primarily due to an increase in our depletable bases within both the mineral and non-operating segment and the operating segment. On a per unit basis, depletion expense was $17.85 per Boe and $8.56 per Boe for the six months ended June 30, 2024 and 2023, respectively. The increase in our depletion expense per Boe was predominantly driven by a higher depletion rate for the six months ended June 30, 2024 as compared to the six months ended June 30, 2023 as a direct result of significant capital expenditures incurred related to the development of non-operated proved properties and developing operated proved properties under our operating entity, PhoenixOp. The depletion rate for the development capital is depleted at a higher rate as compared to leasehold due to the use of proved developed reserves versus total proved reserves under the successful efforts accounting method.

Mineral and Non-Operating Segment

Depletion for the mineral and non-operating segment was $28.0 million for the six months ended June 30, 2024, as compared to $9.2 million for the same period in 2023. The increase in our segment depletion expense was predominantly driven by increased production.

Operating Segment

Depletion for the operating segment was $9.5 million for the six months ended June 30, 2024, as compared to no depletion for the same period in 2023 due to limited operations in the period.

Advertising and Marketing Expense

Advertising and marketing expense was $17.3 million for the six months ended June 30, 2024, as compared to $19.4 million for the same period in 2023, a decrease of $2.0 million, or 11%, resulting from our deliberate efforts to limit advertising spend. Nearly all of the $17.3 million in advertising and marketing expense for the six months ended June 30, 2024 was attributable to the securities segment.

Selling, General, and Administrative Expense

Selling, general, and administrative expense was $17.1 million for the six months ended June 30, 2024, as compared to $5.3 million for the same period in 2023, an increase of $11.9 million, or 224%. The increase was primarily due to a $6.4 million increase in corporate overhead costs not directly associated with the segments but which have been allocated to the segments based on headcount and a level-of-effort formula, and increased costs associated with our capital raise initiatives in our securities segment and increased fees associated with land acquisition and title work in our mineral and non-operating segment, as further described below.

Mineral and Non-Operating Segment

Selling, general, and administrative expense increased by $2.7 million in the mineral and non-operating segment due to higher legal, accounting, and land-related professional fees during the first half of 2024 as compared to the same period in the prior year. This was primarily associated with our increased activity in acquiring leasehold and mineral assets.

Operating Segment

Selling, general, and administrative expense increased by $3.4 million in the operating segment due to PhoenixOp’s first full six-month period of full-time operations. PhoenixOp began its drilling and completion activities in September 2023 and operations have continually grown throughout 2024.

Securities Segment

Selling, general, and administrative expense increased by $5.8 million in the securities segment primarily due to increased legal costs and commission-based compensation related to the success of our securities offerings.

Payroll and Payroll-Related Expense

Payroll and payroll-related expense was $14.0 million for the six months ended June 30, 2024, as compared to $6.9 million for the same period in 2023, an increase of $7.1 million, or 103%, primarily as a result of increased employee headcount, which increased from 88 employees at June 30, 2023 to 109 employees at June 30, 2024.

Mineral and Non-Operating Segment

Payroll and payroll-related expense for the mineral and non-operating segment was $6.0 million for the six months ended June 30, 2024, as compared to $2.9 million for the six months ended June 30, 2023, due to increased activity in acquiring leasehold and mineral assets.

Operating Segment

Payroll and payroll-related expense for the operating segment was $2.8 million for the six months ended June 30, 2024, as compared to $1.0 million for the six months ended June 30, 2023, due to PhoenixOp’s first full six-month period of full time operations.

Securities Segment

Payroll and payroll-related expense for the securities segment was $5.3 million for the six months ended June 30, 2024, as compared to $3.1 million for the six months ended June 30, 2023, primarily due to commission-based compensation related to the success of our securities offerings.

Loss on Sale of Assets

Loss on sale of assets was $0.6 million for the six months ended June 30, 2024 as a result of the disposition of certain mineral interests in the Williston basin within the mineral and non-operating segment, with no comparable activity in the prior-year period.

Other Expenses

Interest Expense

Interest expense was $31.6 million for the six months ended June 30, 2024, as compared to $12.1 million for the same period in 2023, an increase of $19.5 million, or 161%. The increase was primarily due to increased sales of our unregistered debt securities, which increased from $243.0 million outstanding at June 30, 2023 to $591.6 million outstanding at June 30, 2024, with no significant changes in interest rates between the periods.

Gain (Loss) on Derivatives

Loss on derivatives was less than $0.1 million for the six months ended June 30, 2024, as compared to a gain on derivatives of less than $0.1 million for the same period in 2023. During both periods, we utilized out-of-the-money derivatives as part of our commodity price risk management program. The gain was the result of our capitalizing on small market movements in commodity prices. The loss was the result of out-of-the-money derivatives expiring.

Results of Operations for the Year Ended December 31, 2023 Compared to the Year Ended December 31, 2022

The following table summarizes our consolidated results of operations for the periods indicated:

	For the Years EndedDecember 31,						Change
	2023			2022			$			%
	(in thousands)
Revenues	$	118,105		$	54,554		$	63,551			116%
Operating expenses
Cost of sales	$	19,733		$	9,573		$	10,160			106%
Depreciation, depletion, amortization, and accretion		34,228			12,144			22,084			182%
Advertising and marketing		36,696			5,350			31,346			586%
Selling, general, and administrative		19,112			5,563			13,549			244%
Payroll and payroll-related expenses		18,817			7,377			11,440			155%
Impairment expense		974			—			974			NM
Total operating expenses	$	129,560		$	40,007		$	89,553			224%
Income (loss) from operations	$	(11,455	)	$	14,547		$	(26,002	)		(179)%
Other expenses
Interest income	$	66		$	—		$	66			NM
Interest expense		(36,859	)		(10,970	)		(25,889	)		(236)%
Loss on financial derivatives		(32	)		(2,239	)		2,207			99%
Total other expenses	$	(36,825	)	$	(13,209	)	$	(23,616	)		(179)%
Net income (loss)	$	(48,280	)	$	1,338			(49,618	)		(3708)%

NM – not meaningful.

The following tables summarize our segment operating profit (loss) for the periods indicated:

	Year Ended December 31, 2023
(in thousands)	Mineral andNon-operating			Operating			Securities			Eliminations			Total
Total revenues	$	116,902		$	1,225		$	29,487		$	(29,509	)	$	118,105
Total operating expenses		(67,884	)		(6,724	)		(54,991	)		39			(129,560	)
Segment operating profit (loss)		49,018			(5,499	)		(25,504	)		(29,470	)		(11,455	)

	Year Ended December 31, 2022
(in thousands)	Mineral andNon-operating			Operating		Securities			Eliminations			Total
Total revenues	$	54,554		$	—	$	4,067		$	(4,067	)	$	54,554
Total operating expenses		(31,306	)		—		(8,701	)		—			(40,007	)
Segment operating profit (loss)		23,248			—		(4,634	)		(4,067	)		14,547

The following table summarizes our production data and average realized prices for the periods indicated:

	Year Ended December 31,
	2023		2022		Change
Production Data:
Crude oil (Bbls)		1,446,928		523,416		923,512		177%
Natural gas (Mcf)		2,152,939		1,058,506		1,094,433		103%
NGL (Bbls)		201,454		—		201,454		NM
Total (BOE)(6:1)		2,007,205		699,834		1,307,372		187%
Average daily production (BOE/d)(6:1)		5,499		1,917		3,582		187%
Average Realized Prices(a):
Crude oil (Bbl)	$	73.10	$	91.01	$	(17.91	)	(20)%
Natural gas (Mcf)	$	3.15	$	6.66	$	(3.51	)	(53)%
NGL (Bbl)	$	27.50		—	$	27.50		NM

NM – not meaningful.

(a) Average realized prices are net of certain post-production costs which are deducted from our royalties.

Revenues

The following table shows the components of our revenue for the periods presented:

	Year Ended December 31,
(in thousands)	2023		2022		Change
Mineral and royalty revenues
Crude oil	$	105,771	$	47,493	$	58,278		123%
Natural gas		6,790		7,061		(271	)	(4)%
NGL		5,527		—		5,527		NM
Total mineral and royalty revenues		118,088		54,554		63,534		116%
Other revenue		17		—		17		NM
Total revenues	$	118,105	$	54,554	$	63,551		116%

NM – not meaningful.

Total revenue was $118.1 million for the year ended December 31, 2023, as compared to $54.6 million for the same period in 2022, an increase of $63.6 million, or 116%. The increase was primarily attributable to a $63.5 million increase in mineral and royalty revenues generated from our increased mineral and non-operating activities.

Mineral and Non-Operating Segment

Mineral and non-operating segment revenue was $116.9 million for the year ended December 31, 2023, as compared to $54.6 million for the same period in 2022, an increase of $62.3 million, or 114%. The increase in segment revenue was primarily driven by an overall increase in our mineral interests and non-operated working interests in oil and gas properties, which have expanded significantly in recent years. Acquisitions of such interests generally generate revenue in subsequent periods (e.g., on a six to eighteen month lag). As a result, our mineral and non-operating segment revenue has increased over time as our portfolio of mineral interests and non-operated working interests in oil and gas properties has expanded. We closed 825 unique transactions, which added 71,693 NMAs of leasehold interests and 12,043 NRAs of mineral interests to our portfolio, in the year ended December 31, 2023, as compared to 259 unique transactions, 19,712 NMAs of leasehold interests, and 10,306 NRAs of mineral interests in the prior year. The increase was partially offset by lower commodity prices, with average NYMEX crude oil and natural gas prices down 18% and 61%, respectively, in 2023 from 2022, and higher post-production costs of $3.0 million, which were passed through to us relative to an increase in production volumes.

Operating Segment

Operating segment revenue was $1.2 million for the year ended December 31, 2023. Prior year operating segment revenues are not included in our financial results because PhoenixOp commenced operations in the third quarter of 2023, when it became the operator of five producing wells acquired from another operator.

Operating Expenses

Cost of Sales

The following table shows the components of our cost of sales for the periods presented:

	Year Ended December 31,				Change
(in thousands)	2023		2022		$		%
Cost of sales
Severance and ad valorem taxes	$	10,672	$	4,624	$	6,048		131%
Lease operating expenses		9,011		4,949		4,062		82%
Production costs		50		—		50		NM
Total	$	19,733	$	9,573	$	10,160		106%

NM – not meaningful.

Cost of sales was $19.7 million for the year ended December 31, 2023, as compared to $9.6 million for the same period in 2022, an increase of $10.2 million, or 106%. The increase was primarily due to an increase in our mineral interests and non-operated working interests in oil and gas properties and the resulting increase in lease operating expenses, production taxes, and ad valorem taxes.

Mineral and Non-Operating Segment

Mineral and non-operating segment cost of sales was $19.3 million for the year ended December 31, 2023, as compared to $9.6 million for the same period in 2022, an increase of $9.7 million, or 101%. The increase in segment cost of sales was primarily driven by an overall increase in our mineral interests and non-operated working interests in oil and gas properties and the resulting increase in lease operating expenses, production taxes, and, ad valorem taxes.

Operating Segment

Operating segment cost of sales was $0.5 million for the year ended December 31, 2023. Prior year operating segment cost of sales is not included in our financial results because PhoenixOp commenced operations in the third quarter of 2023, when it became the operator of five producing wells acquired from another operator.

Depreciation, Depletion, Amortization, and Accretion Expense

The following table shows the components of our depletion, depreciation, amortization, and accretion expense for the periods presented:

	Year EndedDecember 31,				Change
(in thousands)	2023		2022		$		%
Depletion, depreciation, amortization, and accretion
Depletion	$	34,035	$	12,042	$	21,993		183%
Depreciation		136		86		50		58%
Accretion on asset retirement obligation		57		16		41		256%
Total	$	34,228	$	12,144	$	22,084		182%

Depreciation, depletion, amortization, and accretion expense was $34.2 million for the year ended December 31, 2023, as compared to $12.1 million for the same period in 2022, an increase of $22.1 million, or 182%, primarily due to an increase in our depletable bases within the mineral and non-operating segment. Depletion expense in the operating segment was not material for the year ended December 31, 2023.

Mineral and Non-Operating Segment

Depletion for the mineral and non-operating segment was $34.2 million for the year ended December 31, 2023, as compared to $12.1 million for the same period in 2022, an increase of $22.0 million, or 182%. The increase in depletion expense was predominantly driven by increased production.

Advertising and Marketing Expense

Advertising and marketing expense was $36.7 million for the year ended December 31, 2023, as compared to $5.4 million for the same period in 2022, an increase of $31.3 million. The increase was primarily driven by increased spend on marketing campaigns within the securities segment in order to finance our strategic initiatives and opportunities in 2023. We raised over $300.0 million in 2023 as compared to approximately $80.0 million in 2022.

Selling, General, and Administrative Expense

Selling, general, and administrative expense was $19.1 million for the year ended December 31, 2023, as compared to $5.6 million for the same period in 2022, an increase of $13.5 million, or 244%. The increase was primarily due to increased costs associated with our capital raise initiatives in our securities segment, increased fees associated with land acquisition and title work in our mineral and non-operating segment, and increased corporate overhead costs not directly associated with the segments but which have been allocated to the segments based on headcount and a level-of-effort formula.

Mineral and Non-Operating Segment

Selling, general, and administrative expense in the mineral and non-operating segment was $6.8 million for the year ended December 31, 2023, as compared to $3.7 million for the same period in 2022, an increase of $3.1 million, or 84%, due to higher legal and land-related professional fees associated with our increased activity in acquiring leasehold and mineral assets.

Operating Segment

Selling, general, and administrative expense in the operating segment was $2.8 million for the year ended December 31, 2023, with no comparable activity in 2022 as PhoenixOp did not commence operations until 2023.

Securities Segment

Selling, general, and administrative expense in the securities segment was $9.5 million for the year ended December 31, 2023, as compared to $1.9 million for the same period in 2022, an increase of $7.7 million, or 414%. The increase was primarily due to increased legal costs and commission-based compensation related to our securities offerings.

Payroll and Payroll-Related Expense

Payroll and payroll-related expense was $18.8 million for the year ended December 31, 2023, as compared to $7.4 million for the same period in 2022, an increase of $11.4 million, or 155%, primarily as a result of increased employee headcount, which increased from 54 employees at December 31, 2022 to 118 employees at December 31, 2023.

Mineral and Non-Operating Segment

Payroll and payroll-related expense for the mineral and non-operating segment was $6.4 million for the year ended December 31, 2023, as compared to $5.3 million for the same period in 2022, an increase of $1.1 million, or 21%, due to increased activity in acquiring leasehold and mineral assets.

Operating Segment

Payroll and payroll-related expense for the operating segment was $3.2 million for the year ended December 31, 2023, with no comparable activity in 2022 as PhoenixOp did not commence operations until 2023.

Securities Segment

Payroll and payroll-related expense for the securities segment was $9.3 million for the year ended December 31, 2023, as compared to $2.1 million for the same period in 2022, an increase of $7.2 million, or 345%, primarily due to commission-based compensation related to our securities offerings.

Impairment Expense

Impairment expense was $1.0 million for the year ended December 31, 2023 and was attributable to our proved natural gas properties within the mineral and non-operating segment due to a decrease in natural gas prices. We did not incur any impairment expense for the year ended December 31, 2022.

Other Expenses

Interest Expense

Interest expense was $36.9 million for the year ended December 31, 2023 as compared to $11.0 million for the same period in 2022, an increase of $25.9 million, or 236%. The increase was primarily driven by an increase in the amount of our debt securities outstanding, which increased from $82.8 million outstanding at December 31, 2022 to $421.8 million at December 31, 2023, with no significant changes in interest rates during 2023 as compared to 2022.

Loss on Financial Derivatives

Loss on financial derivatives was less than $0.1 million for the year ended December 31, 2023 as compared to $2.2 million for the same period in 2022. The decrease was primarily due to a loss that was recognized in connection with a derivatives settlement agreement executed in July 2022 that did not recur in 2023.

Non-GAAP Financial Measures

Our management uses EBITDA to understand and compare our operating results across accounting periods, for internal budgeting and forecasting purposes, and to evaluate financial performance and liquidity, in each case, without regard to financing methods, capital structure, or historical cost basis. EBITDA is presented as supplemental disclosure as we believe it provides useful information to investors and others in understanding and evaluating our results, prospects, and liquidity period over period, including as compared to results of other companies. By providing this non-GAAP financial measure, together with a reconciliation to GAAP results, we believe we are enhancing investors’ understanding of our business and our operating performance, as well as assisting investors in evaluating how well we are executing strategic initiatives.

EBITDA has important limitations as an analytical tool because it excludes some but not all items that affect net income (loss), the most directly comparable GAAP measure. In particular, EBITDA excludes certain material costs, such as interest expense, and certain non-cash charges, such as depreciation, depletion, amortization, and accretion expense, which have been necessary elements of our expenses. Because EBITDA does not account for these expenses, its utility as a measure of our operating performance has material limitations. Other companies may not publish this or similar metrics, and our computation of EBITDA may differ from computations of similarly titled measures of other companies. Therefore, our EBITDA should be considered in addition to, and not as a substitute for, in isolation from, or superior to, our financial information prepared in accordance with GAAP, and should be read in conjunction with our consolidated financial statements and the related notes included elsewhere in this prospectus.

The following table shows a reconciliation of EBITDA to net income (loss), the most comparable GAAP measure, as presented in the consolidated statements of operations for the periods presented:

	Six Months EndedJune 30,						Year EndedDecember 31,
(in thousands)	2024			2023			2023			2022
Net income (loss)	$	(20,589	)	$	(11,292	)	$	(48,280	)	$	1,338
Interest income		(55	)		—			(66	)		—
Interest expense		31,606			12,131			36,859			10,970
Depreciation, depletion, amortization, and accretion expense		37,477			9,206			34,228			12,144
EBITDA	$	48,439		$	10,045		$	22,741		$	24,452

EBITDA was $48.4 million for the six months ended June 30, 2024, as compared to $10.0 million for the same period in 2023, an increase of $38.4 million, or 384%. The increase in EBITDA was primarily driven by an increase in consolidated revenues, partially offset by increased expenses related to our securities offerings and corporate overhead costs. For the six months ended June 30, 2024 and 2023, we incurred debt securities offering-related expenses of $6.8 million and $1.1 million, respectively, and advertising and marketing expenses related to securities offerings of $17.3 million and $19.4 million, respectively.

EBITDA was $22.7 million for the year ended December 31, 2023 as compared to $24.5 million for the year ended December 31, 2022, a decrease of $1.7 million, or 7%. The decrease in EBITDA was primarily driven by substantially increased capital raising expenses incurred in the year ended December 31, 2023, including expenses related to our debt securities offerings and related advertising and marketing. For the years ended December 31, 2023 and 2022, we incurred debt securities offering related expenses of $12.0 million and $2.5 million, respectively, and advertising and marketing expenses related to debt securities offerings of $36.2 million and $4.8 million, respectively.

We expect our EBITDA to grow substantially in 2024 as the capital raised and deployed by us is expected to produce meaningful revenues. In 2023, the majority of revenues were produced from our properties acquired in 2022. The approximately $464.5 million that we raised in the year ended December 31, 2023 had not yet materially produced revenues to us during that time period. Our management expects that our properties acquired and, in the case of properties and cash contributed to PhoenixOp, developed through the year ended December 31, 2023 will begin producing substantial revenues in 2024.

Liquidity and Capital Resources

Overview

Our primary sources of liquidity are cash flows from operations, contributions of capital from our members, borrowings under credit agreements, and issuances of debt securities pursuant to Regulation D and Regulation A, including the Adamantium Bonds and the PCGH Reg D/Reg A Bonds. Future sources of liquidity may also include other credit facilities, additional capital contributions, and continued issuances of debt or equity securities, including the Notes. Our primary uses of cash have been, and are expected to continue to be, the acquisition of mineral and royalty interests, lease operating expenses, and our proportionate share of production, severance, and ad valorem taxes for mineral and royalty interests, production costs, including gathering, processing, and transportation costs, debt service payments, the reduction of outstanding debt balances, general overhead and other corporate expenses, and distributions to our members. As we continue to engage in increased drilling and direct production activities through PhoenixOp, we expect development and operation of PhoenixOp’s properties to become an increasingly significant use of our cash. As of June 30, 2024, we had cash and cash equivalents of $4.1 million and outstanding indebtedness of $628.5 million.

Our ability to finance our operations, including funding capital expenditures and acquisitions, to meet our indebtedness obligations, or to refinance our indebtedness, will depend on our ability to generate cash in the future. We believe that these sources of liquidity will be sufficient to meet our cash requirements, including normal operating needs, debt service obligations, and capital expenditures, for at least the next 12 months and allow us to continue to execute on our strategy of acquiring attractive mineral and royalty interests that will position us to grow our cash flows.

We periodically assess changes in current and projected cash flows, acquisition and divestiture activities, and other factors to determine the effects on our liquidity. Our ability to generate cash is subject to a number of factors, many of which are beyond our control, including commodity prices, weather, and general economic, financial, competitive, legislative, regulatory, and other factors. If cash flow from operations does not meet our expectations, we may reduce our expected level of capital expenditures. If we require additional capital for acquisitions or other reasons, we may raise such capital through additional borrowings, asset sales, offerings of equity and debt securities, or other means. We cannot assure you that necessary capital will be available on acceptable terms or at all. Our ability to raise funds through the incurrence of additional indebtedness could be limited by covenants in our debt arrangements. If we are unable to obtain funds when needed or on acceptable terms, we may not be able to complete acquisitions that are favorable to us or finance the capital expenditures necessary to maintain our production or proved reserves. See “Risk Factors.”

We or our affiliates may from time to time seek to repurchase or retire the Notes or our other indebtedness through cash purchases and/or exchanges for equity or debt securities, in open-market purchases, privately negotiated transactions, tender or exchange offers, or otherwise. Such repurchases or exchanges, if any, will depend on prevailing market conditions, our liquidity, contractual restrictions, and other factors. The amounts involved may be material. For more information regarding the material terms of our outstanding indebtedness, see “—Indebtedness” below.

Cash Flows

The following table summarizes our cash flows for the periods indicated:

	Six Months Ended June 30,						Year Ended December 31,
(in thousands)	2024			2023			2023			2022
Net cash provided by (used in):
Operating activities	$	23,334		$	(27,412	)	$	(47,342	)	$	13,291
Investing activities		(198,436	)		(118,846	)		(286,417	)		(100,832	)
Financing activities		173,753			146,012			334,580			91,788
Net increase (decrease) in cash and cash equivalents	$	(1,349	)	$	(246	)	$	821		$	4,247

Operating Activities

Net cash provided by operating activities was $23.3 million for the six months ended June 30, 2024, as compared to $27.4 million used in operations for the same period in 2023, an increase of $50.7 million in cash provided by operating activities. The increase was primarily due to a $19.3 million increase in net income, adjusted for non-cash charges of $28.6 million, and net favorable fluctuations of $31.5 million from changes in operating assets and liabilities. The $31.5 million cash inflow from changes in operating assets and liabilities was primarily due to a $23.8 million decrease in earnest payments to mineral and leasehold interest owners for the six months ended June 30, 2024 as compared to the prior-year period, a $22.9 million increase in accrued and other liabilities primarily associated with the operating segment for accrued lease operating expenses and revenue payables held as of the balance sheet date with no comparable activity in the prior-year period, and a $8.9 million increase in accrued interest from the increased amount of debt securities outstanding. The increases in cash flow were offset primarily by a $16.5 million decrease in accounts payable and a $5.8 million increase in accounts receivable due to the timing of payments.

Net cash used in operating activities was $47.3 million for the year ended December 31, 2023 as compared to net cash provided by operating activities of $13.3 million for the year ended December 31, 2022, an increase of $60.6 million. The increase was driven by a $66.2 million increase in cash paid for our operating costs, a $16.2 million increase in cash paid for interest, and a $23.8 million increase in earnest payments, partially offset by a $37.5 million in proceeds received from revenues earned and a $14.8 million decrease in other working capital balances due to fluctuations in the timing of cash receipts and disbursements.

Investing Activities

Net cash used in investing activities for the six months ended June 30, 2024 was $198.4 million, as compared to $118.8 million for the same period in 2023, an increase of $79.6 million. The increase was primarily driven by $86.9 million associated with drilling and completion activities in our operating segment during the six months ended June 30, 2024 that did not exist in the prior-year period, partially offset by a $1.2 million decrease in cash paid for the acquisition of mineral and leasehold interests and the payment of drilling and completion activities in our mineral and non-operating segment, and $6.2 million of proceeds received in connection with the disposition of mineral interests during the six months ended June 30, 2024 that did not occur in the prior-year period.

Net cash used in investing activities for the year ended December 31, 2023 was $286.4 million as compared to $100.9 million for the year ended December 31, 2022, an increase of $185.5 million. The increase was primarily driven by a $91.8 million increase in cash paid to acquire mineral and leasehold interests, a $30.1 million increase in cash paid to our operators for our portion of drilling and completion costs incurred, and cash payments of $63.4 million primarily associated with PhoenixOp’s drilling and completion activities in 2023 that did not exist in the prior year.

Financing Activities

Net cash provided by financing activities for the six months ended June 30, 2024 was $173.8 million, as compared to $146.0 million for the same period in 2023, an increase of $27.7 million. The increase was primarily driven by increased proceeds from issuances of debt, net of debt discount, of $239.7 million, partially offset by $129.5 million in repayments of debt and a $5.1 million decrease in payments of deferred closings associated with mineral interest acquisitions.

Net cash provided by financing activities for the year ended December 31, 2023 was $334.6 million as compared to $91.8 million for the year ended December 31, 2022, an increase of $242.8 million. The increase was primarily driven by increased proceeds from issuances of debt, net of debt discount, of $383.8 million and a $10.0 million increase in members contributions, which was partially offset by a $142.2 million increase in repayments of debt, a $7.4 million increase in distributions to our members, and a $1.4 million decrease in cash paid for deferred closing arrangements.

Indebtedness

Set forth below is a chart of our outstanding third-party indebtedness as of June 30, 2024 (dollars in thousands):

Indebtedness

OfferingCommencement

PrincipalAmountOutstanding

Term

EarliestMaturity

LatestMaturity

Interest Rate

Secured

Senior Secured

ANB Credit Agreement(1)

N/A

30,000

1 year

—

7/24/2024

11.5%

Other

Merchant cash advances(2)

N/A

6,914

1 year

7/5/2024

5/1/2025

17.0% - 23.0%

Unsecured

Reg A Bonds(3)

12/23/2021

109,402

3 years

1/10/2025

6/10/2027

9.0%

2020 506(b) Bonds(4)

7/20/2020

1,349

1-4 years

9/10/2024

12/15/2025

5.0% - 15.0%

2020 506(c) Bonds(4)

10/22/2020

3,318

1-4 years

9/3/2024

6/27/2027

10.0% - 15.0%

July 2022 506(c) Bonds(4)

7/20/2022

11,405

5 years

7/31/2027

12/31/2027

11.0%

December 2022 506(c) Bonds:(5)

Series A

12/22/2022

13,592

1 year

7/10/2024

9/10/2024

9.0%

Series B

12/22/2022

18,927

3 years

4/10/2025

10/10/2026

10.0%

Series C

12/22/2022

11,176

5 years

12/10/2027

9/10/2028

11.0%

Series D

12/22/2022

51,957

7 years

12/10/2029

10/10/2030

12.0%

August 2023 506(c) Bonds:(5)

Series U

8/29/2023

59,299

1 year

8/10/2024

6/10/2025

9.0%

Series V

8/29/2023

37,041

3 years

8/10/2026

6/10/2027

10.0%

Series W

8/29/2023

21,723

5 years

8/10/2028

6/10/2029

11.0%

Series X

8/29/2023

46,803

7 years

8/10/2030

6/10/2031

12.0%

Series Y

8/29/2023

2,867

9 years

9/10/2032

6/10/2033

12.5%

Series Z

8/29/2023

129,311

11 years

8/10/2034

6/10/2035

13.0%

Total PCGH Reg D/Reg A Bonds

518,170

Adamantium Bonds(6)

9/29/2023

73,390

5-11 years

1/10/2029

6/10/2035

13.0% - 15.5%

Total Unsecured Debt

591,560

Total Debt

628,474

(1) We fully repaid all amounts owed under the ANB Credit Agreement on August 12, 2024 in connection with our entry into the Fortress Credit Agreement. The Fortress Credit Agreement provides for a $100.0 million term loan facility, borrowed in full on August 12, 2024, and a $35.0 million delayed draw term loan facility, which was fully drawn in October 2024. The Fortress Credit Agreement also provides for an $8.5 million tranche of loans that represents a contingent principal obligation that is only due and payable (together with accrued interest thereon) upon certain conditions occurring, including payment defaults under the Fortress Credit Agreement or a bankruptcy filing by the obligors thereunder. See “—Fortress Credit Agreement.”

(2) We have entered into merchant cash advance agreements with several financial institutions pursuant to which we sold certain receivables for cash advances. The advance agreements are short-term and generally require us to pay fixed amounts on a weekly or bi-weekly basis until the amount of such cash advances is paid in full.

(3) The Reg A Bonds are pari passu obligations with the Senior Reg D Bonds, are contractually senior to obligations under the Subordinated Reg D Bonds, and will be contractually senior to obligations under the Notes offered hereby. The Reg A Bonds have a term of three years from the issue date and an interest rate of 9.0% per annum. Between July 1, 2024 and August 31, 2024, we issued an additional $0.4 million of Reg A Bonds, with maturities ranging from May 10, 2027 to August 10, 2027.

(4) The Senior Reg D Bonds are pari passu obligations with the Reg A Bonds, are contractually subordinated to amounts under the Fortress Credit Agreement, are contractually senior to obligations under the Subordinated Reg D Bonds, and will be contractually senior to obligations under the Notes offered hereby.

(5) The Subordinated Reg D Bonds are contractually subordinated to obligations under the Fortress Credit Agreement, the Reg A Bonds, and the Senior Reg D Bonds and will be contractually subordinated to obligations under the Notes offered hereby. Between July 1, 2024 and August 31, 2024, we issued an additional $63.9 million of August 2023 506(c) Bonds, with maturities ranging from June 10, 2025 to August 10, 2035 and interest rates between 9.0% and 14.0%.

(6) The Adamantium Bonds are contractually subordinated to amounts under the Fortress Credit Agreement, structurally senior to the PCGH Reg D/Reg A Bonds and the Notes offered hereby to the extent of the value of Adamantium’s assets, including the collateral securing the Adamantium Loan Agreement, and will be contractually senior to obligations under the Notes offered hereby. Between July 1, 2024 and August 31, 2024, we issued an additional $24.6 million of Adamantium Bonds, with maturities ranging from July 10, 2029 to August 10, 2035 and interest rates between 13.0% and 16.0%.

ANB Credit Agreement

The Issuer and PhoenixOp were borrowers under the ANB Credit Agreement, which they entered into with ANB on July 24, 2023. The ANB Credit Agreement provided for a $30.0 million revolving credit loan by ANB, and, as of June 30, 2024, the outstanding balance was $30.0 million. The proceeds from the borrowing under the ANB Credit Agreement were used in part to repay in full our outstanding facility with Cortland Credit Lending Corporation. ANB’s commitments under the ANB Credit Agreement and the loans thereunder were initially scheduled to terminate and mature, and be due and payable in full, on July 24, 2024. On July 24, 2024, we entered into an agreement that extended ANB’s commitments and the maturity of the loans under the ANB Credit Agreement to September 24, 2024. We fully repaid all amounts owed under the ANB Credit Agreement on August 12, 2024 in connection with entering into the Fortress Credit Agreement.

Fortress Credit Agreement

The Issuer and PhoenixOp, as borrower, entered into the Fortress Credit Agreement with Fortress on August 12, 2024. The Fortress Credit Agreement provides for a $100.0 million term loan facility (the “Fortress Term Loan”), borrowed in full on August 12, 2024, and a $35.0 million delayed draw term loan facility (the “DDTL Facility,” and any loans thereunder, together with the Fortress Term Loan, the “Fortress Tranche A Loans”). Under the DDTL Facility, PhoenixOp may borrow funds until the earlier of (a) the full $35.0 million of the DDTL Facility having been drawn and (b) August 12, 2025. The ability of PhoenixOp to borrow under the DDTL Facility is subject to the discretion and approval of the lenders. The DDTL Facility was drawn in full in October 2024 and, as of the date of this prospectus, we had $135.0 million of indebtedness outstanding under the Fortress Credit Agreement. The Fortress Credit Agreement also includes an $8.5 million tranche of loans (the “Fortress Tranche B Loan” and, together with the Fortress Tranche A Loans, the “Fortress Loans”), which represents a contingent principal obligation that is only due and payable (together with accrued interest thereon) if subject to certain exceptions, either (a) the Company has not paid in full all outstanding principal and accrued interest on the Fortress Loans in cash by March 31, 2027 or (b) an Event of Default (as defined in the Fortress Credit Agreement) has occurred resulting from the failure to pay principal or interest when due under the terms and conditions of the Fortress Credit Agreement,

Obligations under the Fortress Credit Agreement are secured by substantially all of the assets of the Issuer, PhoenixOp, and certain of the Issuer’s other wholly owned subsidiaries that have guaranteed the obligations of the obligors under the Fortress Credit Agreement, subject to certain exceptions (the Issuer, PhoenixOp, and such subsidiaries, collectively, the “Credit Parties”). Furthermore, pursuant to that certain Assignment of Loans and Liens, dated as of August 12, 2024, among the Issuer, Phoenix Operating, ANB, Fortress, as administrative agent and as collateral agent, and the new lenders party thereto, ANB assigned, and Fortress assumed, all security interests granted by the Credit Parties in favor of ANB under the ANB Credit Agreement. The lenders under the Fortress Credit Agreement also purchased and assumed from ANB all of the outstanding extensions of credit made by ANB under the ANB Credit Agreement. As a result of the foregoing, the ANB Credit Agreement and all related documentation ceased to be of any force and effect.

The Fortress Term Loan and the Fortress Tranche B Loan were each subject to OID of 10.59907834%, and each Fortress Tranche A Loan made under the DDTL Facility will be subject to 3.00% OID on the date any such loan is made by the lenders thereof.

Borrowings under the Fortress Credit Agreement bear interest at a rate per annum equal to Term SOFR (as defined in the Fortress Credit Agreement) plus 0.10% plus 7.00%. Interest on the Fortress Tranche A Loans is payable quarterly in arrears. The outstanding principal amount of the Fortress Tranche A Loans must be repaid as follows: (i) on September 30, 2026, $50.0 million of the outstanding principal amount of the Fortress Tranche A Loans less the aggregate amount of all voluntary prepayments and mandatory prepayments made as of September 30, 2026; and (ii) the remaining aggregate outstanding principal amount on August 12, 2027. In connection with any payment in full of the Fortress Tranche A Loans (whether by voluntary prepayment, acceleration, or on the maturity date), PhoenixOp will pay a repayment premium in an amount sufficient to achieve a MOIC (as defined in the Fortress Credit Agreement) of 1.18.

The Fortress Credit Agreement contains various customary affirmative and negative covenants, as well as financial covenants. The Fortress Credit Agreement requires the Issuer to maintain (a) a maximum total secured leverage ratio as of the last day of any fiscal quarter of less than or equal to 1.50 to 1.00 (commencing with the fiscal quarter ending December 31, 2024), (b) a minimum current ratio as of the last day of each calendar month of (i) 0.90 to 1.00 from September 30, 2024 through March 31, 2026 and (ii) 1.00 to 1.00 for each calendar month ending thereafter, and (c) a minimum asset coverage ratio as of the last day of any fiscal quarter of at least 2.00 to 1.00 (commencing with the fiscal quarter ended June 30, 2024). The Fortress Credit Agreement also places certain limits on the Issuer’s ability to incur additional we believe we indebtedness, including the issuance of unsecured notes or bonds and accounts receivable factoring arrangements. As of September 30, 2024, were in compliance with all of the financial covenants contained in the Fortress Credit Agreement.

Pursuant to the Fortress Credit Agreement, on October 17, 2024 the Issuer executed all required documentation for Phoenix Holdco to acquire all of the equity interests of the Issuer and to pledge such equity interests to Fortress, in its capacity as the collateral agent, to further secure the Fortress Loans. The beneficial equity ownership of Phoenix Holdco immediately following this transaction is substantially the same as the beneficial equity ownership of the Issuer immediately prior to this transaction.

The Fortress Credit Agreement contains customary events of default, including, but not limited to, nonpayment of the Fortress Tranche A Loans and any other material indebtedness, material inaccuracies of representations and warranties, violations of covenants, certain bankruptcies and liquidations, certain material judgments, and certain events related to the security documents.

As described above, a portion of the proceeds from the Fortress Term Loan were used to pay all amounts owed under the ANB Credit Agreement. The Issuer and PhoenixOp will use the remaining proceeds of the Fortress Term Loan and any proceeds from the DDTL Facility to finance the development of oil and gas properties in accordance with the approved plan of development as provided in the Fortress Credit Agreement.

Adamantium Loan Agreement and Adamantium Bonds

Adamantium was formed on June 21, 2023, as a wholly owned financing subsidiary of the Issuer for the purpose of undertaking financing efforts under Regulation D and subsequently loaning amounts to the Issuer and/or its subsidiaries, as needed. Adamantium offers high net worth individuals Adamantium Bonds pursuant to an offering under Rule 506(c) of Regulation D that commenced in September 2023, and does not expect to undertake financing efforts under Regulation A.

On September 14, 2023, the Issuer, as borrower, entered into the Adamantium Loan Agreement with Adamantium, as lender. On October 30, 2023, the Issuer, Adamantium, and PhoenixOp entered into an amendment to the Adamantium Loan Agreement to add PhoenixOp as a borrower. The Adamantium Loan Agreement provides for up to $200.0 million in aggregate principal amount of borrowings in one or more advances. Adamantium may, but is not guaranteed to, issue $200.0 million in aggregate principal amount of Adamantium Bonds to fund advances to the Issuer and PhoenixOp pursuant to the Adamantium Loan Agreement. The timing of any advance under the Adamantium Loan Agreement is contingent upon Adamantium’s receipt of proceeds from the sale of Adamantium Bonds. Each advance will have a maturity and interest rate that matches the terms of the respective Adamantium Bonds sold prior to such advance and to which such advance relates. We expect to use the proceeds of borrowings under the Adamantium Loan Agreement (i) to purchase mineral rights and non-operated working interests, as well as additional asset acquisitions, (ii) to finance potential drilling and exploration operations of one or more subsidiaries (including PhoenixOp), and (iii) for other working capital needs.

As of June 30, 2024, $73.4 million aggregate principal amount of Adamantium Bonds was outstanding, with maturity dates ranging from five to eleven years from the issue date and interest rates ranging from 13.0% to 15.5% per annum, and the corollary amount of borrowings was outstanding under the Adamantium Loan Agreement. Between July 1, 2024 and August 31, 2024, we issued an additional $24.6 million of Adamantium Bonds (and borrowed a corresponding amount under the Adamantium Loan Agreement), with maturities ranging from July 10, 2029 to August 10, 2035 and interest rates between 13.0% and 16.0%.

The Adamantium Bonds contain customary events of default and may be redeemed at the option of Adamantium at any time without premium or penalty. The holders of Adamantium Bonds also have a right to request redemption of their bonds in certain circumstances at a discount to par, subject to a limit of 10% of the then-outstanding principal amount of Adamantium Bonds in any given calendar year.

Amounts loaned under the Adamantium Loan Agreement are secured by mortgages on certain of our properties, which mortgages are junior to the security interest under the Fortress Credit Agreement and other existing and future senior secured indebtedness. The aggregate outstanding amount of all advances under the ANB Credit Agreement may not exceed 100% of the aggregate total discounted present value of the junior mortgages serving as collateral thereunder, after deducting any allocable amount securing any of our outstanding senior indebtedness (the “Adamantium Loan-to-Value Ratio”). The value of such collateral will be determined by one or more reserve studies performed by a third party retained by us on an annual basis. In the event the aggregate amount outstanding under the Adamantium Loan Agreement exceeds the Adamantium Loan-to-Value Ratio, we may cure such deficiency by either pledging additional collateral or repaying a portion of the borrowings under the Adamantium Loan Agreement until the Adamantium Loan-to-Value Ratio is achieved.

At the option of Adamantium, an advance may be made on either (i) a current basis, whereby the Issuer makes interest-only monthly payments in cash to Adamantium on the tenth day of each month or (ii) an accrual basis, whereby interest is compounded monthly and the Issuer will pay all accrued and unpaid interest at maturity of the respective advance. Interest will accrue a full pro rata portion of the annual rate of interest for each calendar month regardless of the number of days an advance is outstanding during such calendar month, on the same terms as the interest payable on the Adamantium Bonds sold prior to such advance and to which such advance relates. On each respective maturity date for advances made on both a current and accrual basis, the outstanding principal amount, together with all accrued and unpaid interest thereon, will mature and be due and payable to Adamantium. To the extent the Adamantium Bonds are accelerated or prepaid, in whole or in part, the Issuer will be obligated to pay or prepay, in whole or in part, all or any part of any outstanding indebtedness under the Adamantium Loan Agreement so as to satisfy the obligations and terms of the accelerated or prepaid Adamantium Bonds. Adamantium will use any amounts repaid under the Adamantium Loan Agreement to repay the corresponding Adamantium Bonds. The Adamantium Loan Agreement is not a revolving facility and the Issuer may not reborrow amounts repaid.

The Adamantium Loan Agreement can be amended or waived with the consent of the Issuer and Adamantium, including in order to change the amount, rate, payment terms, collateral package, and borrowers thereunder. The consent of holders of the Adamantium Bonds, the PCGH Reg D/Reg A Bonds, and/or the Notes is not required for any amendment or waiver of the Adamantium Loan Agreement, and any such amendment or waiver may be adverse to the interests of such holders. Because Adamantium is a wholly owned financing subsidiary of the Issuer with common management, there exists the potential for conflicts of interest with respect to decisions regarding the Adamantium Loan Agreement, including with respect to waivers and amendments thereto. Management is committed to fulfilling its fiduciary duties and operating in good faith. See “Risk Factors—Risks Related to the Notes and this Offering—The Notes are the Issuer’s obligations alone, and will be structurally subordinated to all obligations of the Issuer’s existing and future subsidiaries.”

PCGH Reg D/Reg A Bonds

As of June 30, 2024, the Issuer had $518.2 million aggregate principal amount outstanding of unsecured bonds issued pursuant to Regulation D or Regulation A, consisting of:

(a) $16.1 million aggregate principal amount outstanding of Senior Reg D Bonds, which rank pari passu with the Reg A Bonds, are contractually subordinated to amounts under the Fortress Credit Agreement, are contractually senior to obligations under the Subordinated Reg D Bonds, and will be contractually senior to obligations under the Notes offered hereby, comprising:

(i) $1.3 million aggregate principal amount outstanding of 2020 506(b) Bonds, which are unsecured bonds offered and sold pursuant to an offering under Rule 506(b) of Regulation D that commenced in July 2020 and terminated in September 2020, with maturity dates ranging from one to four years from the issue date and interest rates ranging from 6.5% to 15.0% per annum;

(ii) $3.3 million aggregate principal amount outstanding of 2020 506(c) Bonds, which are unsecured bonds offered and sold pursuant to an offering under Rule 506(c) of Regulation D that commenced in October 2020 and terminated in December 2021, with maturity dates ranging from one year to four years from the issue date and interest rates ranging from 6.5% to 15.0% per annum; and

(iii) $11.4 million aggregate principal amount outstanding of July 2022 506(c) bonds, which are unsecured bonds offered and sold pursuant to an offering under Rule 506(c) of Regulation D that commenced in July 2022 and terminated in December 2022, with a maturity date of five years from the issue date and an interest rate of 11.0% per annum;

(b) $392.7 million aggregate principal amount outstanding of Subordinated Reg D Bonds, which are contractually subordinated to obligations under the Fortress Credit Agreement, the Reg A Bonds, and the Senior Reg D Bonds, and will be contractually subordinated to obligations under the Notes offered hereby, comprising:

(i) $95.7 million aggregate principal amount outstanding of Series AAA through Series D-1 December 2022 506(c) Bonds, which are unsecured bonds offered and sold pursuant to an offering under Rule 506(c) of Regulation D that commenced in December 2022 and terminated in August 2023, with maturity dates ranging from nine months to seven years from the issue date and interest rates ranging from 8.0% to 12.0% per annum; and

(ii) $297.0 million aggregate principal amount outstanding of Series U through Series Z-1 August 2023 506(c) Bonds, which are unsecured bonds offered and sold to date pursuant to an offering under Rule 506(c) of Regulation D that commenced in August 2023 with maturity dates ranging from one to eleven years from the issue date and interest rates ranging from 9.0% to 13.0% per annum; and

(c) $109.4 million aggregate principal amount outstanding of Reg A Bonds, which are unsecured bonds offered and sold to date pursuant to an offering under Regulation A, which commenced in December 2021 and are being offered on a continuous basis, which Reg A Bonds rank pari passu with the Senior Reg D Bonds, are contractually senior to obligations under the Subordinated Reg D Bonds, and will be contractually senior to obligations under the Notes offered hereby.

The PCGH Reg D/Reg A Bonds contain customary events of default. The PCGH Reg D/Reg A Bonds may be redeemed at the option of the Issuer at any time without premium or penalty. The Issuer will also be obligated to offer to holders of Reg A Bonds the right to have their Reg A Bonds repurchased upon a change of control (as described in the indenture governing the Reg A Bonds). The holders of PCGH Reg D/Reg A Bonds (other than the 2020 506(b) Bonds and 2020 506(c) Bonds) also have a right to request redemption of their bonds in certain circumstances at a discount to par, subject to a limit of 10% of the then-outstanding principal amount of the applicable series in any given calendar year.

Between July 1, 2024 and August 31, 2024, the Issuer issued an additional $63.9 million of August 2023 506(c) Bonds with maturities ranging from June 10, 2025 to August 10, 2035 and interest rates between 9.0% and 14.0% and an additional $0.4 million of Reg A Bonds.

Contractual Obligations and Commitments

A summary of our contractual obligations, commitments, and other liabilities as of December 31, 2023 is presented below:

(in thousands)	2024		2025-2026		2027-2028		Thereafter		Total
Debt obligations(1)	$	113,847	$	123,843	$	33,532	$	176,641	$	447,863
Interest payable(2)		46,004		75,732		65,483		122,626		309,845
Operating lease obligations(3)		975		2,021		1,906		1,434		6,336
Deferred closing arrangements(4)		10,196		7,884		—		—		18,080
Total	$	171,022	$	209,480	$	100,921	$	300,701	$	782,124

(1) Debt obligations represent the principal amounts outstanding under our short-term debt and long-term debt (including the current portion) as of December 31, 2023 and are based on the stated maturity dates. The table above assumes no prepayments or early redemptions, and does not reflect additional debt incurred or repaid after December 31, 2023.

(2) Interest payable is estimated based on final maturity dates of debt securities outstanding at December 31, 2023 and does not reflect anticipated future refinancing, early redemptions, or new debt issuances after December 31, 2023. Floating rate interest obligations are estimated based on rates as of December 31, 2023.

(3) We lease office space in California, Colorado, Texas, and Wyoming, which have non-cancelable lease agreements expiring in various years through January 2031. The amounts in this table represent the minimum lease payments required over the term of the lease.

(4) For certain mineral interest acquisitions, we have agreed to pay the purchase price in installments together with interest, with interest rates ranging from 8.0% to 15.0% per annum. The amounts in this table represent the remaining payments due over bespoke terms ranging from 11 to 48 months.

Critical Accounting Policies and Use of Estimates

This discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of financial statements in conformity with GAAP requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue, and expenses, and disclosures of contingent assets and liabilities, including with respect to quantities of oil, natural gas, and NGL reserves that are the basis for the calculations of depreciation, depletion, and amortization and determinations of impairment of oil and natural gas properties. Our significant accounting policies are described in Note 2, “Significant Accounting Policies,” of the accompanying consolidated financial statements included elsewhere in this prospectus.

Critical accounting policies are those that we consider to be the most important in portraying our financial condition and results of operations and also require the greatest amount of judgments by management, including requiring an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, if different estimates reasonably could have been used, or if changes in the estimate that are reasonably possible could materially impact the financial statements. We base our estimates on historical experience and on various other assumptions we believe to be reasonable according to the facts and circumstances at the time the estimates are made. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of financial statements. Judgments or uncertainties regarding the application of these policies may result in materially different amounts being reported under different conditions or using different assumptions. There can be no assurance that actual results will not differ from those estimates and assumptions.

Furthermore, reservoir engineering is a subjective process of estimating underground accumulations of oil and natural gas and there are numerous uncertainties inherent in estimating quantities of proved oil and natural gas reserves. The accuracy of any reserve estimate is a function of the quality of available data and of engineering and geological interpretation and judgment along with estimated selling prices. As a result, reserve estimates may materially differ from the quantities of oil and natural gas that are ultimately recovered. We consider the following policies to be the most critical in understanding the judgments that are involved in preparing our consolidated financial statements.

Oil and Gas Properties

We invest in crude oil and natural gas properties, including mineral interests and working interests as a non-operator and operator. Exploration and production activities are accounted for in accordance with the successful-efforts method of accounting. Under this method, costs of acquiring proved mineral interests in crude oil and natural gas properties, development wells, related plant and equipment, and related asset retirement obligation assets are capitalized. Costs of proved but undeveloped wells are initially capitalized to wells-in-progress until the well becomes productive. Once the well is productive, accumulated capitalized costs are reclassified to proved and producing properties and accounted for following the successful efforts method of accounting. Costs are also capitalized for unevaluated wells that have found crude oil and natural gas reserves even if the reserves cannot be classified as proved when the drilling is completed, provided the unevaluated well has found a sufficient quality of reserves to justify its completion as an economically and operationally viable producing well. If proved reserves are not found, unevaluated well costs are expensed as dry holes. All other unevaluated wells and costs, and all general and administrative costs unrelated to acquisitions, are expensed as incurred.

Depletion of capitalized costs is recorded using the units-of-production method based on proved reserves. The depletion rate is determined by dividing the cumulative recovered barrels of oil equivalent by the estimated ultimate recovery by well and averaged among all wells within the pooled unit. This rate is multiplied by the original cost basis and reduced by depletion taken in prior periods. The cost basis remaining represents the percentage of the asset remaining to be recovered by the wells within the pooled unit.

Impairment of Long-lived Assets

We follow the provisions of FASB ASC 360, Property, Plant, and Equipment (“ASC 360”). ASC 360 requires that our long-lived assets be assessed for potential impairment of their carrying values whenever events or changes in circumstances indicate such impairment may have occurred. Proved oil and natural gas properties are evaluated by geologic basin for potential impairment. In accordance with the successful efforts method of accounting, impairment on proved properties is recognized when the estimated undiscounted projected future net cash flows or evaluation value using expected future prices of a geologic basin are less than its carrying value. If impairment occurs, the carrying value of the impaired geologic basin is reduced to its estimated fair value.

Unproved oil and natural gas properties do not have producing properties and are valued on acquisition by management, with the assistance of an independent expert when necessary. As reserves are proved through the successful completion of exploratory wells, the cost is transferred to proved properties. The cost of the remaining unproved basis is periodically evaluated by management to assess whether the value of a property has diminished. To do this assessment, management considers (i) estimated potential reserves and future net revenues from an independent expert (ii) our history in exploring the area, (iii) our future drilling plans per our capital drilling program prepared by our reservoir engineers and operations management, and (iv) other factors associated with the area. Impairment is taken on the unproved property value if it is determined that the costs are not likely to be recoverable. The valuation is subjective and requires management to make estimates and assumptions that, with the passage of time, may prove to be materially different from actual results.

Revenue from Contracts with Customers

We recognize our revenues following ASC Topic 606, Revenue from Contracts with Customers. Our revenues are primarily derived from our interests in the sale of oil and natural gas production. Oil, natural gas, and NGL sales revenues are generally recognized when control of the product is transferred to the customer, the performance obligations under the terms of the contracts with customers are satisfied, and collectability is reasonably assured. In circumstances where we are the non-operator or mineral right owner, we do not consider ourselves to have control of the product, and revenues are recognized net of production taxes and post-production expenses. The performance obligations for our contracts with customers are satisfied as of a point in time through the delivery of oil and natural gas to our customers. Given the inherent time lag between when oil, natural gas, NGL production, and sales occur and when operators or purchasers often make disbursements to royalty interest owners and due to the large potential fluctuations of both oil production and sale price, a significant portion of our revenue may represent accrued revenue based on estimated net sales volumes and estimated selling prices.

For crude oil and natural gas produced by PhoenixOp, each delivery order is treated as a separate performance obligation. Revenue is recognized when the performance obligation is satisfied, which typically occurs at the point in time control of the product transfers to the customer. We account for delivery transportation as a fulfillment cost, not a separate performance obligation, and recognize these costs as an operating expense in the period when revenue for the related commodity is recognized. Revenue is measured as the amount we expect to receive in exchange for transferring commodities to the customer. Our commodity sales are typically based on prevailing market-based prices. When deliveries contain multiple products, an observable standalone selling price is generally used to measure revenue for each product.

Recent Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. ASU 2023-07, which updates reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses and information used to assess segment performance. The amendments are effective for fiscal years beginning after December 15, 2023 and for interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The amendments would be applied retrospectively to all prior periods presented in the financial statements. We are currently evaluating the impact of this ASU to determine its impact on our disclosures. We do not expect the ASU will have a material effect on our financial position, results of operations, or liquidity.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. ASU 2023-09 requires companies to disclose specific categories in the income tax rate reconciliation table and the amount of income taxes paid per major jurisdiction and becomes effective for fiscal years beginning after December 15, 2024. We do not expect the standard to have a material effect on our consolidated financial statements and have begun evaluating disclosure presentation alternatives.

Quantitative and Qualitative Disclosures About Market Risk

We are exposed to market risk, including the effects of adverse changes in commodity prices and interest rates or from counterparty or customer credit risk, each as described below. The primary objective of the following information is to provide quantitative and qualitative information about our potential exposure to market risks. These disclosures are not meant to be precise indicators of expected future losses, but rather indicators of reasonably possible losses. This forward-looking information provides indicators of how we view and manage our ongoing market risk exposures. All of our instruments that are sensitive to market risk were entered into for purposes other than speculative trading. Also, gains and losses on these instruments are generally offset by losses and gains on the offsetting expenses.

Commodity Price Risk

Our major market risk exposure is in the pricing applicable to the oil, NGL, and natural gas production of our E&P operators, including PhoenixOp, which affects our revenue from PhoenixOp and the royalty payments we receive from our other E&P operators. Realized pricing is primarily driven by the prevailing worldwide price for crude oil and spot market prices applicable to our natural gas production. Pricing for oil, NGL, and natural gas has been volatile and unpredictable for several years, and this volatility is expected to continue in the future. The prices that our E&P operators receive for oil, NGL, and natural gas production depend on many factors outside of their and our control, such as the strength of the global economy and global supply and demand for the commodities they produce.

To reduce the impact of fluctuations in oil, NGL, and natural gas prices on our revenues, we periodically enter into commodity derivative contracts with respect to certain of our oil, NGL, and natural gas production through various transactions that limit the risks of fluctuations of future prices. We plan to continue our practice of entering into such transactions to reduce the impact of commodity price volatility on our cash flow from operations. Future transactions may include price swaps whereby we will receive a fixed price for our production and pay a variable market price to the contract counterparty. Additionally, we may enter into collars, whereby we receive the excess, if any, of the fixed floor over the floating rate or pay the excess, if any, of the floating rate over the fixed ceiling. These hedging activities are intended to limit our exposure to product price volatility and to maintain stable cash flows.

By using derivative instruments to economically limit exposure to changes in commodity prices, we expose ourselves to credit risk and market risk. Credit risk is the failure of the counterparty to perform under the terms of the derivative contract. When the fair value of a derivative contract is positive, the counterparty owes us, which creates credit risk. See “—Counterparty and Customer Credit Risk” below.

The fair market value of our commodity derivative contracts was a net asset of less than $0.1 million as of each of June 30, 2024 and December 31, 2023. Based upon our open commodity derivative positions at June 30, 2024 and December 31, 2023, a hypothetical 10% change in the NYMEX WTI price would not materially change the fair value of our commodity derivatives.

A $1.00 per Bbl change in our realized oil price would have resulted in a $1.4 million change and a $1.6 million change in our oil revenues for the year ended December 31, 2023 and the six months ended June 30, 2024, respectively. A $0.10 per Mcf change in our realized natural gas price would have resulted in a $0.2 million change and a $0.1 million change in our natural gas revenues for the year ended December 31, 2023 and the six months ended June 30, 2024, respectively. A $1.00 per Bbl change in NGL prices would have resulted in a $0.2 million change in our NGL revenues for each of the year ended December 31, 2023 and the six months ended June 30, 2024. Royalties on oil sales contributed 89.5% and 93% of our mineral and royalty revenues for the year ended December 31, 2023 and the six months ended June 30, 2024, respectively. Royalties on natural gas sales contributed 5.8% and 2.4% and royalties on NGL sales contributed 4.7% and 4.6% of our total mineral and royalty revenues for the year ended December 31, 2023 and the six months ended June 30, 2024, respectively.

Interest Rate Risk

Our primary exposure to interest rate risk results from outstanding borrowings under our credit facilities, which bear interest at a floating rate. The average annual interest rate incurred on our borrowings under the ANB Credit Agreement during each of the six months ended June 24, 2024 and the year ended December 31, 2023 was 11.50%. Based on Term SOFR as of the date of entry into the Fortress Credit Agreement, the all-in interest rate incurred on our borrowings under the Fortress Credit Agreement would be 12.20%. Assuming no change in the amount of borrowings under the Fortress Credit Agreement outstanding, a hypothetical 100 basis point increase or decrease in the average interest rate under these borrowings would increase or decrease our interest expense on those borrowings on an annual basis by approximately $1.0 million. See “—Liquidity and Capital Resources—Indebtedness—Fortress Credit Agreement.”

Counterparty and Customer Credit Risk

Our cash and cash equivalents are exposed to concentrations of credit risk. We manage and control this risk by investing these funds in major financial institutions. We often have balances in excess of the federally insured limits.

Our derivative contracts expose us to credit risk in the event of nonperformance by counterparties. We evaluate the credit standing of such counterparties as we deem appropriate. We have determined that our counterparties have an acceptable credit risk for the size of derivative position placed; therefore, we do not require collateral or other security from our counterparties. Additionally, we use master netting arrangements to minimize credit risk exposure.

Our principal exposures to credit risk are through receivables generated by the production activities of our operators. A large portion of our current mineral rights and lease holdings are serviced by a limited number of operators and, as a result, we generate a significant portion of our revenue and accounts receivable from a limited number of operators. For the six months ended June 30, 2024, 66% of our revenue was concentrated with seven operators, as compared to 52% of our revenue with seven operators and 61% of our revenue with four operators for the years ended December 31, 2023 and 2022, respectively. Similarly, as of June 30, 2024, we had concentrations in accounts receivable of 13% and 12% with two operators, as compared to 26% and 14% with two operators as of December 31, 2023 and 34% and 10% with two operators as of December 31, 2022. Although we are exposed to a concentration of credit risk due to our reliance on our operators, we do not believe the loss of any single purchaser would materially impact our operating results as crude oil and natural gas are fungible products with well-established markets and numerous purchasers. If multiple purchasers were to cease making purchases at or around the same time, we believe there would be challenges initially, but there would be ample markets to handle the disruption. Additionally, recent rulings in bankruptcy cases involving our E&P operators have stipulated that royalty owners must still be paid for oil, gas, and NGL extracted from their mineral acreage during the bankruptcy process. In light of this, we do not expect the entry of one of our operators into bankruptcy proceedings would materially affect our operating results.

Furthermore, as PhoenixOp increases the extent of its operations and generates revenue from the sale of crude oil and natural gas delivered to purchasers, we expect that our concentration of revenue and accounts receivable among a limited number of operators will decrease and we will achieve greater control over the terms of the sales agreements entered into among PhoenixOp and the purchasers.

See “Business—Our E&P Operators” for a further discussion of our E&P operator relationships.

BUSINESS

Overview

We operate in the oil and gas industry and execute on a three-pronged strategy involving (i) direct drilling operations, (ii) the acquisition of royalty assets, and (iii) the acquisition of non-operated working interest assets. Our direct drilling operations are currently primarily focused on development efforts in the Williston Basin in North Dakota. Our royalty and working interest acquisitions center around a variety of assets, including mineral interests, leasehold interests, overriding royalty interests, and perpetual royalty interests. These efforts have historically targeted assets in the Williston, Permian, Powder River, and DJ Basins. We are agnostic as to geography and prioritize operational and asset potential when executing on our strategy.

We began operations in 2019 with the development of our specialized software system, which we have designed and improved over time to support our ability to identify, analyze, underwrite, and formally transact in the purchasing of oil and gas assets. In 2019, we acquired our first mineral interest asset and began to generate revenue. In 2020, we expanded our operations and team to include specialists across a variety of key focus areas. From 2020 to 2023, we experienced significant growth in operations. For example, in 2020, the E&P operators of our properties operated 725 gross productive development wells on the acreage underlying our mineral and royalty interests, and the total acreage underlying our gross and net royalty interests was 177,824 and 1,506, respectively. In the three years since then, the E&P operators of our properties have operated over 4,500 gross productive development wells on the acreage underlying our mineral and royalty interests, of which approximately 1,900 gross productive developments wells were drilled in 2023 alone. As of December 31, 2023, we had 1,640,960 and 120,613 acres underlying our gross and net royalty interests, respectively, as compared to 177,824 and 1,506 acres underlying our gross and net royalty interests, respectively, at December 31, 2020. Furthermore, our total production for the year ended December 31, 2020 was 163,384 Boe as compared to over 2 million Boe for the year ended December 31, 2023. In the same period our number of employees grew from 21 at December 31, 2020 to 109 at December 31, 2023. Additionally, we commenced direct drilling operations and spudded our first wells in the third quarter of 2023 and, as of September 15, 2024, we have drilled a total of 31.0 gross and 27.0 net productive development wells in the Williston Basin in North Dakota. We expect these direct drilling operations to be a core component of our business strategy going forward.

Since 2019, we have completed 1,997 mineral and royalty and leasehold interest acquisitions from landowners and other mineral interest owners, representing approximately 98,554 NRAs of royalty assets and 161,083 of NMAs of leasehold assets as of June 30, 2024. Over that same period, in addition to completing numerous small transactions, we completed more than 33 transactions larger than 1,000 NMAs that account for approximately 43% of our NMAs. We have acquired mineral and royalty interests from individuals, families, trusts, partnerships, small minerals aggregators, minerals brokers, large private minerals companies, private oil and gas E&P companies, and public minerals companies. We also actively manage our portfolio of assets and, as of June 30, 2024, have sold 4,584 NRAs since 2019.

Market Opportunity

Our royalty and working interest acquisitions generally focus on specific subsets of mineral and leasehold assets in the United States. From a market perspective, we focus on highly attractive and defined basins, currently serviced by top-tier operators, with assets that we believe will generate high near-term cash flow. All the assets we seek to acquire are purchased at what management believes are attractive price points and have a liquidity profile that is desirable in the secondary market. We generally seek to acquire assets that have a near-term payback and long-term residual cash flow upside.

Business Strategy

Our three-pronged strategy centers around (i) direct drilling operations, (ii) the acquisition of royalty assets, and (iii) the acquisition of non-operated working interest assets.

Direct Drilling Operations

We currently run our own direct drilling activities through our subsidiary, PhoenixOp. We expect to increase the extent to which we run our own direct drilling operations going forward. We intend to actively drill and develop select assets in an effort to maximize value and resource potential, and we will generally seek to increase our production, reserves, and cash flow from operations over time. We have identified a number of potential drilling locations that we believe have the potential for attractive growth and opportunities. In accordance with that business plan, we acquired our second drilling rig in October 2024.

While we believe that running our own direct drilling operations will require significantly more capital than partnering with a third-party operator, we believe that this strategy will provide greater control of cashflow and increase the potential for shorter payback periods as compared to returns on royalty assets and working interest assets. We estimate that our direct drilling operations will require approximately $203 million in additional capital throughout 2024 in order to achieve our intended business plan. We expect that these capital needs will be met in the near to medium term by capital contributions to PhoenixOp by us, which we expect to fund from time to time in varying amounts through a combination of assets, cash from operations, and the proceeds from loans and offerings of debt securities, including the Notes offered hereby. As of August 31, 2024, we had contributed approximately $111.5 million in cash and $31.1 million in lease assets to PhoenixOp. As of August 31, 2024, we had $96.4 million available for us to borrow under the Adamantium Loan Agreement (assuming Adamantium is able to issue the corresponding amount of Adamantium Bonds). We also continue to issue August 2023 506(c) Bonds and have $336.7 million of additional headroom until we reach the announced target offering amount of such bonds. Our funding of additional amounts to PhoenixOp will not be subject to specific milestones or triggering events, but instead will be guided by our business judgment in order to execute on our intended business plan. We intend to make such capital contributions to PhoenixOp until such time as PhoenixOp procures its own financing, if any, or has sufficient cash from operations to operate without supplemental financing from us. PhoenixOp is currently a borrower under certain of our loan agreements, including the Fortress Credit Agreement and Adamantium Loan Agreement, and could borrow amounts under such agreements directly.

Leases are contributed to PhoenixOp at a value equal to our cost of acquisition of the contributed asset, and we anticipate contributing additional oil and gas properties to PhoenixOp in the future. Leases are generally contributed in order for PhoenixOp to operate extraction activities on such assets with the requisite title and permissions. We expect to only contribute oil and gas properties to PhoenixOp that are located in an area where we own or lease enough continuous productive acreage to support meaningful mineral extraction activities. Whether and when we have properties we decide to contribute to PhoenixOp will depend on, among other things, our ability to acquire properties from multiple owners, the amount and quality of mineral reserves discovered on such properties, the presence of or proximity to third-party operators with existing extraction activities, and the suitability of the area’s topography for drilling and operating producing wells. See “Risk Factors—Risks Related to Our Business and Operations—We, through our investment in PhoenixOp and future assignment of oil and gas properties to PhoenixOp, conduct direct drilling and extraction activities. Such activities pose additional risks to us.”

Royalty and Working Interest Acquisitions

For our royalty and working interest acquisitions, we have developed a process for the identification, acquisition, and monetization of assets. Below is a general illustration of our process:

• Our specialized software provides market intelligence to identify and rank potential assets and support our acquisition strategy and functions.

• We make contact with the owner of the asset and begin the conversation on how we can increase value of the property for the owner.

• We provide the potential seller with a packet detailing our business, industry data, property valuation, and an all-cash offer based on the valuation.

• Our sales team engages the potential seller to discuss the terms of the sale and the value of the property.

• We handle the closing of the property and the property is migrated to our portfolio.

• We utilize our land rights to extract natural resources from the property through third-party operators or determine to proceed with our own direct drilling operations.

• We collect a portion of the revenue generated from the natural resources extracted and sold by a third-party operator. Our share of the revenue depends on the type of asset, either mineral rights or non-operated working interests, and the underlying contract with the third-party operator.

• We continue to operate the property to extract the minerals through third-party operators or PhoenixOp until we decide to sell the property rights.

Separate from the ordinary royalty income assets, we maintain a structural discipline to participate in non-operated working interests, in part for their tax benefits. Due to favorable IRS treatment, marrying this asset class to our pure royalty income creates an augmented “write off” strategy whereby the balanced portfolio effectively creates little to no annual taxable income. Functionally, the transactions we enter into are similar to traditional real estate transactions with respect to the mechanics. A seller agrees to sell to us, a purchase and sale agreement is executed, earnest money is conveyed, and manual diligence and title review is conducted as an audit function prior to closing. Upon closing, the funds are conveyed to the seller and the title is recorded by us in the applicable jurisdiction. Assets can produce for upwards of 20 years; however, there is a considerable regression/depletion curve over the life of the asset. As such, we tend to focus on wells that have recently begun producing or are likely to have new production in the near term. We focus on a closed-loop process from discovery to acquisition to long-term balance sheet ownership. We believe the recurring nature of these cash flows will allow for considerable scale without material increases in fixed overhead.

Our Specialized Software System

• Asset Grading and Estimates – The outputs from the asset discovery process are then run through a discounted cash flow model, using management inputs for discount rate and the price of oil, to generate asset value and pricing estimates. The software system grades these assets based on management’s desired target criteria for high probability of high near-term cash flow, and generates a summary version of assets to prospect for acquisition for our sales team. The system also generates an acquisition price for each asset, which informs the sales team as to the maximum price that we may be willing to offer in any prospective transaction. This process is used to further characterize high-priority targets for sales and acquisition efforts.

• Asset Acquisition – Based on management input, the software system then routes the pricing and asset information from the asset grading and estimates process through an automated document generator to create customized, asset-specific document packages for utilization and distribution by our sales team. The workflow for these document packages is then processed and monitored using our internally developed software, which distributes the documents to our operations team for the preparation of an offering and sale package, which is then delivered to the prospective seller. Using relationship management features within our internally developed software, the sales team is able to record notes and each opportunity can be tracked from its original data upload through the lifecycle of the sales process.

While the data inputs utilized by our software system are largely based on public information, considerable customization and coding has been undertaken to generate a system that we can successfully leverage in our business. This software was designed and built by us to address our specific needs, and we are not aware of a similar competitive product. We rely on trade secret laws to protect our software system and do not own any registered copyright, patent, or other intellectual property rights regarding our software. However, we believe the investment of significant monetary and intellectual resources have created a system that would be difficult to replicate. We currently have no intention of licensing or selling our software. See “Risk Factors—Risks Related to our Business and Operations—We do not currently own any registered intellectual property rights relating to our software system and may be subject to competitors developing the same technology.”

Our Oil and Natural Gas Properties

Productive Wells

Productive wells consist of producing wells, wells capable of production, and exploratory, development, or extension wells that are not dry wells. As of June 30, 2024, we owned mineral, royalty, and working interests in 6,410 productive wells, the majority of which are oil wells that produce natural gas and NGL.

As of June 30, 2024, we had 79 wells that fall under our “wells in progress” (“WIP”) category and we had 22.4 net WIP. We define a WIP as a development well in a stage preliminary to production. We utilize both proprietary and public systems to identify WIPs based on four distinct criteria: (1) a well that is not actively being drilled but is in the process of being developed; (2) a well currently being drilled and awaiting completion; (3) a drilled well in the completion process; and (4) a drilled well that has been completed but is not yet producing. This term serves as a guide in our acquisition strategy, enabling us to pinpoint lower-risk investment opportunities for our stakeholders.

Drilling Results

In the year ended December 31, 2023, the E&P operators of our properties, including PhoenixOp, drilled 1,965 gross and 19.2 net productive development wells on the acreage underlying our mineral and royalty interests. This compares to 971 and 1,218 gross productive development wells and 8.7 and 5.3 net productive development wells drilled by E&P operators on the acreage underlying our mineral and royalty interests in the years ended December 31, 2022 and 2021, respectively.

As of August 31, 2024, PhoenixOp had drilled a total of 10 gross and 8.6 net productive development wells, all of which were drilled in the Williston Basin in North Dakota. PhoenixOp has also drilled a total of two gross and two net saltwater disposal wells, and had 26 gross and 20.9 net development wells in progress as of August 31, 2024.

As a holder of mineral and royalty interests, we generally are not provided information as to whether any wells drilled on the properties underlying our acreage are classified as exploratory. We are not aware of any dry holes drilled on the acreage underlying our mineral and royalty interests during the relevant periods.

Wells

As of June 30, 2024, we had 6,410 total gross wells and 55.4 total net wells. The following table sets forth information about the productive wells in which we have a mineral or royalty interest as of June 30, 2024:

Well Count

Oil

InvestingTable in the Notes involves a high degree of risk, and should only be considered by those who can afford to lose their entire investment. Before you invest in Notes, you should carefully read the section entitled “Risk Factors” beginning on page 19 of this prospectus. Contents

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Filing Compare · Phoenix Energy One, LLC