Management Change/Compensation (Form 8-K)

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

On January 21, 2026, Phoenix Energy One, LLC (the "Company") entered into new employment agreements with each of Adam Ferrari, the Company's Chief Executive Officer, Curtis Allen, the Company's Chief Financial Officer, and Lindsey Wilson, the Company's Chief Business Officer, in each case, effective January 1, 2026 (collectively, the "New Employment Agreements"), which supersede in their entirety the prior employment agreements with the foregoing executive officers that were entered into on May 8, 2025 and effective January 1, 2025 (collectively, the "Prior Employment Agreements").

Pursuant to the New Employment Agreements with Messrs. Ferrari and Allen, each of Messrs. Ferrari and Allen continue to be entitled to receive variable revenue-based compensation for fiscal year 2026 tied to assumed gross revenue targets of the Company, equal to 0.9% and 0.45% of such assumed gross revenue, respectively, which percentages are reduced from those in effect under the Prior Employment Agreements of 1.1% and 0.55% for Messrs. Ferrari and Allen, respectively. Payments of such variable compensation will be made twice monthly during fiscal year 2026 based on the assumed achievement of the revenue target, with a final true up payment to occur in December 2026.

Pursuant to the New Employment Agreement with Ms. Wilson, Ms. Wilson is no longer entitled to receive the variable revenue-based compensation under her Prior Employment Agreement but rather is entitled to receive base salary for fiscal year 2026 in the amount of $575,000. Ms. Wilson's annual base salary may be changed by the Company from time to time upon notice to Ms. Wilson.

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

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