Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

As previously disclosed, on August 12, 2024, Phoenix Energy One, LLC (the "Company") entered into that certain Amended and Restated Senior Secured Credit Agreement with Phoenix Operating LLC, as borrower ("Phoenix Operating"), each of the lenders from time to time party thereto, and Fortress Credit Corp. ("Fortress"), as administrative agent for the lenders (as amended or supplemented from time to time, the "Credit Agreement"). Terms used herein but not defined herein shall have the meaning given to such terms in the Credit Agreement.

On June 1, 2026 (the "Amendment No. 9 Effective Date"), the Company, Phoenix Operating, the Guarantors party thereto, the Specified Additional Guarantor, the Lenders party thereto, and Fortress entered into that certain Limited Waiver and Amendment No. 9 to Amended and Restated Senior Secured Credit Agreement ("Amendment No. 9"). Amendment No. 9, among other things, permits the Company to issue certain junior lien notes, subject to the conditions and limitations described in the Credit Agreement.

The foregoing description of Amendment No. 9 is a summary and is qualified in its entirety by reference to Amendment No. 9, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.