PHXE-P 10-K & 10-Q changes, risk factors and insider trading
Phoenix Energy One, LLC · NYSE · Crude Petroleum & Natural Gas · CIK 1818643 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Comparison not available: Not available: fewer than two 10-K filings on EDGAR to compare (only one so far)..
What changed in the latest 10-Q
Risk Factors
In addition to the other information set forth in this Quarterly Report, you should carefully consider the factors set forth in the section of our 2025 Annual Report entitled “Risk Factors.” These factors could materially adversely affect our business, financial condition, liquidity, results of operations and capital position, and could cause our actual results to differ materially from our historical results or the results contemplated by any forward-looking statements contained in this Quarterly Report. There have been no material changes from the risk factors disclosed under the heading “Risk Factors” in our 2025 Annual Report.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
New heading “Gain on Sale of Assets”
New heading “Gain on Derivatives”
New heading “Loss on Debt Extinguishments”
New heading “Results of Operations for the Six Months Ended June 30, 2026 Compared to the Six Months Ended June 30, 2025”
New heading “Operating Expenses”
New heading “Depreciation, Depletion, and Amortization Expense”
New heading “Purchased Crude Oil Expense”
New heading “Selling, General, and Administrative Expense”
New heading “Payroll and Payroll-Related Expense”
New heading “Advertising and Marketing Expense”
New heading “Gain on Sale of Assets”
New heading “Impairment Expense”
New heading “Interest Expense, Net”
New heading “Phoenix Flex Junior Secured Notes”
New heading “Oil and Gas Properties”
Removed heading “Registered Notes”
Largest changes
“The Phoenix Flex Junior Secured Notes are contractually senior to the Subordinated Reg D Bonds and, without giving effect to collateral arrangements, rank equally in right of payment with the Senior Phoenix Bonds and the Registered Notes, and are effectively senior to those obligations to the extent of the value of the collateral securing the Phoenix Flex Junior Secured Notes. …”see in full comparison
“Results of Operations for the Six Months Ended June 30, 2026 Compared to the Six Months Ended June 30, 2025”see in full comparison
Full comparison: every changed paragraph (135)
FirstSecond Quarter 2026 Financial and Operational Highlights
Total revenues were $405.9 million for the three months ended June 30, 2026 as compared to $163.8 million for the three months ended June 30, 2025, an increase of $242.1 million, or 147.8%. Income from operations was $163.5 million for the three months ended June 30, 2026, as compared to $46.7 million for the three months ended June 30, 2025, an increase of $116.8 million, or 250.1%. Net income was $106.0 million for the three months ended June 30, 2026 as compared to $18.7 million for the three months ended June 30, 2025, an increase of $87.3 million, or 466.8%. Cash flow provided by operating activities for the six months ended June 30, 2026 was $277.3 million, as compared to $100.6 million for the six months ended June 30, 2025, an increase of $176.7 million, or 175.6%;
Average daily production was 39,574 Boe per day during the three months ended June 30, 2026 as compared to 23,822 Boe per day during the three months ended June 30, 2025, an increase of 15,752 Boe per day, or 66.1%. In addition, there were 147 producing wells in service as of June 30, 2026 as compared to 62 producing wells in service as of June 30, 2025;
Adjusted EBITDA was $181.3 million for the three months ended June 30, 2026 as compared to $84.3 million for the three months ended June 30, 2025, an increase of $97.0 million, or 115.1%. Adjusted EBITDA is a non-GAAP measure, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures” for a reconciliation of Adjusted EBITDA to net income (loss), the most directly comparable financial measure under GAAP;
We invested $532.9 million during the six months ended June 30, 2026 to support our growth;
In February 2026, the Fortress Credit Agreement was amended to provide for a new $75.0 million facility under the discretionary commitments established by the October 2025 Amendment, reducing the commitments available on a discretionary basis from $300.0 million to $225.0 million.
InDuring Marchthe 2026,period, we produced 1.233.7 million Bbls of crude oil, representing our highest quarterly production volume to date, with 1.3 million Bbls of crude oil produced in June 2026, representing our highest monthly production volume to date.date;
We drilled our first four-mile lateral switchback wells, which were also the first such wells drilled in Montana, and completed the first full four-mile lateral unit development in Montana, consisting of two four-well unit developments, eight wells in total;
We rig released 19 Bakken production wells, of which 11 were four-mile lateral wells and one was a four-mile switchback well. In addition, we rig released our first two horizontal saltwater disposal wells, both located in Montana, which had an average lateral length of approximately 2,783 feet;
We increased completion activity by ramping operations to three active hydraulic fracturing crews to capitalize on favorable commodity pricing and support accelerated development activity.
We disposedcompleted hydraulic fracturing on 28 wells, consisting of one four-mile lateral well, two two-mile lateral wells, and 25 three-mile lateral wells, and placed 28 wells on production; and We produced approximately 11.513.4 million Bbls of producedwater waterand injected approximately 13.1 million Bbls through our own saltwater disposal wells during the period, with approximately 98.6%97.8% of total produced water volumes handled internally through our operated facilities.
We rig released 22 wells, hydraulically fractured 11 wells and placed 22 wells on production. In addition, we placed three saltwater disposal wells on production.
We completed six drillouts in six days on the Charlene Ferrari 9 pad.
Results of Operations for the Three Months Ended MarchJune 31,30, 2026 Compared to the Three Months Ended MarchJune 31,30, 2025
Revenues
Revenue was $298.7$405.9 million for the three months ended MarchJune 31,30, 2026, as compared to $115.7$163.8 million for the same period in 2025, an increase of $183.0$242.1 million, or 158.2%.147.8%. The increase was primarily attributable to a $97.3$144.6 million increase in product sales generated from our direct drilling, extraction, and related oil and gas operating activities, $77.1a $77.2 million ofincrease in purchased crude oil sales derived from the sale of crude oil purchased from working interest owners and royalty interest holders in wells operated by PhoenixOp that did not exist in the prior period,PhoenixOp, a $5.8$17.1 million increase in mineral and royalty revenues generated from our mineral and non-operating activities, and a $2.7$2.4 million increase in revenue from water disposal services.
Operating segment revenue was $263.1$356.2 million for the three months ended MarchJune 31,30, 2026, as compared to $85.8$131.8 million for the same period in 2025, an increase of $177.3$224.4 million, or 206.6%.170.3%. The increase was primarily attributable to a $97.3$144.6 million increase in product sales generated from our direct drilling, extraction, and related oil and gas operating activities driven by additional wells placed into service, of which there were 121147 producing wells in service as of MarchJune 31,30, 2026, as compared to 3762 producing wells in service as of MarchJune 31,30, 2025, $77.1a $77.2 million ofincrease in purchased crude oil sales derived from the sale of crude oil purchased from working interest owners and royalty interest holders in wells operated by PhoenixOp that did not exist in the prior period,PhoenixOp, and a $2.7$2.4 million increase in revenue from water disposal services driven by higher disposal volumes, with 11.513.1 million barrels of saltwater disposed by Firebird Services during the three months ended MarchJune 31,30, 2026, as compared to 4.24.8 million barrels during the same period in 2025,2025. andThe increase in segment revenue was also driven by increased revenues from crude oil due to a 2.1%42.8% increase in average realized price from $71.33/Bbl to $72.81/Bbl for crude oil infrom 2026$63.98/Bbl asfor comparedthe three months ended June 30, 2025 to $91.37/Bbl for the samethree periodmonths inended 2025.June 30, 2026.
Mineral and non-operating segment revenue was $35.8$49.2 million for the three months ended MarchJune 31,30, 2026, as compared to $29.9$32.0 million for the same period in 2025, an increase of $5.9$17.2 million, or 19.7%.53.8%. The increase in segment revenue was primarily drivenattributable byto increased revenues from crude oil due to a 33.8% increase in production volumes and increased revenues from natural gas due to a 6.4% increase in production volumes and a 14.3%42.8% increase in the average realized price for naturalcrude gasoil from $2.79$63.98/McfBbl for the three months ended MarchJune 31,30, 2025 to $3.19$91.37/McfBbl for the three months ended MarchJune 31,30, 2026. The increase in segment revenue was also driven by a 5.9% increase in crude oil production volumes, as well as a 64.2% increase in natural gas production volumes from our acquisitions of mineral and non-operated working interests during the three months ended June 30, 2026 as compared to the same period in 2025.
Cost of sales was $56.1$51.6 million for the three months ended MarchJune 31,30, 2026, as compared to $27.1$35.2 million for the same period in 2025, an increase of $29.0$16.4 million, or 107.0%.46.6%. The increase was primarily driven by increased drilling, extraction, and related oil and gas operating activities partially offset by a decrease in production costs due to lower transportation fees associated with wells operated by PhoenixOp, and an increase in cost of sales due to higher lease operating expense and severance taxes resulting from increased average realized price for crude oil and increased production volumes for natural gas from our acquisitions of mineral and non-operated working interests during the three months ended MarchJune 31,30, 2026 as compared to the same period in 2025.
Operating segment cost of sales was $49.6$42.7 million for the three months ended MarchJune 31,30, 2026, as compared to $22.5$28.5 million for the same period in 2025, an increase of $27.1$14.2 million, or 120.4%.49.8%. The increase in segment cost of sales was driven by additional wells placed into service, of which there were 121 producing wells as of March 31, 2026, as compared to 37147 producing wells in service as of MarchJune 31,30, 2026, as compared to 62 producing wells in service as of June 30, 2025, resulting in increased lease operating expenses, production costs, and production and ad valorem taxes during the three months ended MarchJune 31,30, 2026 as compared to the same period in 2025.
Mineral and non-operating segment cost of sales was $6.8$9.1 million for the three months ended MarchJune 31,30, 2026, as compared to $4.6$6.7 million for the same period in 2025, an increase of $2.2$2.4 million, or 47.8%.35.8%. The increase in segment cost of sales was primarily attributable to higher lease operating expense and severance taxes resulting from a 33.8%42.8% increase in the average realized price for crude oil from $63.98/Bbl for the three months ended June 30, 2025 to $91.37/Bbl for the three months ended June 30, 2026, and a 64.2% increase in production volumes for natural gas from our acquisitions of mineral and non-operated working interests during the three months ended MarchJune 31,30, 2026 as compared to the same period in 2025.
The following table shows the components of our depreciation, depletion, depreciation and amortization expense for the periods presented:
Depreciation, depletion, and amortization expense was $60.2$74.3 million for the three months ended MarchJune 31,30, 2026, as compared to $31.2$36.6 million for the same period in 2025, an increase of $29.0$37.7 million, or 92.9%,103.0%, primarily due to a $24.3$32.6 million increase within the operating segment from a $32.2 million increase in depletion expense within the operating segment driven by increases in our depletable cost basesbases, and a $4.7$5.1 million increase in depletion expense within the mineral and non-operating segment,segment from a $5.0 million increase in depletion expense, primarily due to a higher depletion rate driven by increased realized production volumes,volumes and increases in the depletable cost bases.
Depreciation, depletion, and amortization expense for the operating segment was $47.3$62.1 million for the three months ended MarchJune 31,30, 2026, as compared to $23.0$29.5 million for the same period in 2025, an increase of $24.3$32.6 million, or 105.7%,110.5%, primarily due to an increase in depletion expense from increases in the depletable cost bases, partially offset by a lower depletion rate during the three months ended MarchJune 31,30, 2026 as compared to the same period in 2025. The lower depletion rate is primarily attributable to significant growth in proved reserves due to drilling activity by PhoenixOp.
Depreciation, depletion, and amortization expense for the mineral and non-operating segment was $13.0$12.2 million for the three months ended MarchJune 31,30, 2026, as compared to $8.3$7.1 million for the same period in 2025, an increase of $4.7$5.1 million, or 56.6%.71.8%. On a per unit basis, depletion expense within the mineral and non-operating segment was $17.66$17.07 per Boe and $14.86$11.52 per Boe for the three months ended MarchJune 31,30, 2026 and 2025, respectively, an increase of $2.80$5.55 per Boe, driven by a higher depletion rate, primarily due to increased realized production volumes,volumes and increases in the depletable cost bases.
Purchased crude oil expense was $105.0 million for the three months ended June 30, 2026, as compared to $30.4 million for the same period in 2025, an increase of $74.6 million, or 245.4%. The increase in purchased crude oil expense was primarily driven by a 42.8% increase in average realized price for crude oil from $63.98/Bbl in the three months ended June 30, 2025 to $91.37/Bbl in the three months ended June 30, 2026, and a 71.8% increase in crude oil production volumes in our operated oil and gas properties.
Purchased crude oil expense was $75.6 million for the three months ended March 31, 2026, with no comparable activity for the same period in 2025. This change is attributable to the commencement of marketing activities in April 2025 through Firebird Marketing within the operating segment. Purchased crude oil expense represents the purchase of crude oil from working interest owners and royalty interest holders in properties operated by PhoenixOp.
Selling, general, and administrative expense was $4.3$2.8 million for the three months ended MarchJune 31,30, 2026, as compared to $9.5$6.4 million for the same period in 2025, a decrease of $5.2$3.6 million, or 54.7%.56.3%. The decrease was primarily due to a $5.0$4.8 million increase in the overhead attributable to field-level operations charged to operated wells, which reduced selling, general, and administrative expense, and a $2.3$1.7 million decrease in professionalfees legalassociated servicewith fees.land acquisition and title work. The decrease was partially offset by a $1.0$1.3 million increase in allocatedprofessional corporatelegal overhead,service afees, $0.4 million increase in technology expenses, and a $0.4 million increase inincreased fees charged by purchasers for early revenue payments received within the operating segment.segment of $1.3 million, and a $0.4 million increase in allocated corporate overhead.
Selling, general, and administrative expense for the operating segment was $($0.30.8) million for the three months ended MarchJune 31,30, 2026 as compared to $2.0$1.1 million for the same period in 2025, a decreasechange of $2.3$1.9 million, or 115.0%, primarily due to a $5.0$4.8 million increase in the overhead attributable to field-level operations charged to operated wells, which reduced selling, general, and administrative expense, partially offset by increased allocated corporate overhead of $1.1 million, a $1.0 million increase in fees associated with lease acquisition fees allocated to the operating segment, increased fees charged by purchasers for early revenue payments received of $0.4$1.3 million, andincreased allocated corporate overhead of $0.8 million, increased professional legal fees of $0.2 million within the operating segment.segment of $0.1 million, and a $0.2 million increase due to the reallocation of labor to other segments during the three months ended June 30, 2026 as compared to the same period in 2025, reflecting an alignment of employee time and responsibilities across segments.
Selling, general, and administrative expense for the mineral and non-operating segment was $2.9$1.6 million for the three months ended MarchJune 31,30, 2026, as compared to $4.9$4.8 million for the same period in 2025, a decrease of $2.0$3.2 million, or 40.8%. The decrease was66.7%, primarily due to decreased professional service fees of $1.8$1.9 million, and decreased allocated corporate overhead of $0.3$0.6 million.million, and a $0.4 million decrease due to the reallocation of labor to other segments during the three months ended June 30, 2026 as compared to the same period in 2025, reflecting an alignment of employee time and responsibilities across segments.
Securities Segment
Selling, general, and administrative expense for the securities segment was $1.7$2.0 million for the three months ended MarchJune 31,30, 2026, as compared to $2.6$0.5 million for the same period in 2025, aan decreaseincrease of $0.9$1.5 million, or 34.6%,300.0%, primarily due to decreasedincreased professional legal service fees of $1.0$1.4 million.
Payroll and payroll-related expense was $9.4$9.0 million for the three months ended MarchJune 31,30, 2026, as compared to $7.9$8.1 million for the same period in 2025, an increase of $1.5$0.9 million, or 19.0%,11.1%, primarily as a result of increased employee headcount and compensation. Employee headcount increased from 154167 employees at MarchJune 31,30, 2025 to 189191 employees at MarchJune 31,30, 2026.
Payroll and payroll-related expense for the operating segment was $3.8 million for the three months ended March 31, 2026, as compared to $2.0 million for the same period in 2025, an increase of $1.8 million, or 90.0%, primarily due to the increased number of personnel engaged in our oil and gas operating activities, partially offset by a $0.2 million increase in labor charged to wells operated by us, which reduced payroll and payroll-related expense.
Payroll and payroll-related expense for the mineral and non-operating segment was $2.9 million for the three months ended March 31, 2026, as compared to $4.0 million for the same period in 2025, a decrease of $1.1 million, or 27.5%, primarily due to a greater allocation of labor to other segments during the three months ended March 31, 2026 as compared to the same period in 2025, reflecting an alignment of employee time and responsibilities across segments.
Securities Segment
Payroll and payroll-related expense for the securitiesoperating segment was $2.6$3.8 million for the three months ended MarchJune 31,30, 2026, as compared to $2.0$2.4 million for the same period in 2025, an increase of $0.6$1.4 million, or 30.0%,58.3%, primarily due to increased employee compensation and the increased number of personnel engaged in theour administrationoil and managementgas ofoperating our securities offerings.activities.
Payroll and payroll-related expense for the mineral and non-operating segment was $2.4 million for the three months ended June 30, 2026, as compared to $3.9 million for the same period in 2025, a decrease of $1.5 million, or 38.5%, primarily due to the capitalization of labor directly associated with the acquisition of oil and gas properties, as well as the reallocation of labor to other segments during the three months ended June 30, 2026 as compared to the same period in 2025, reflecting an alignment of employee time and responsibilities across segments.
Payroll and payroll-related expense for the securities segment was $2.8 million for the three months ended June 30, 2026, as compared to $1.8 million for the same period in 2025, an increase of $1.0 million, or 55.6%, primarily due to increased employee compensation and the increased number of personnel engaged in the administration and management of our securities offerings.
Advertising and marketing expense was $0.4$0.6 million for the three months ended MarchJune 31,30, 2026, as compared to $0.3$0.5 million for the same period in 2025, an increase of $0.1 million, or 33.3%,20.0%, which was not material for the periods presented.
Gain on Sale of Assets
Gain on sale of assets was $1.4 million for the three months ended June 30, 2026, due to the conveyance of working interests in certain of our operated oil and gas properties, with no comparable activity during the same period in 2025.
Impairment expense was $0.8$0.6 million for the three months ended MarchJune 31,30, 2026, as compared to $0.5less than $0.1 million for the same period in 2025, an increase of $0.3$0.6 million, or 60.0%, primarily as a result of lease expirations within the mineral and non-operating segment.
Interest expense, net, was $52.5$58.3 million for the three months ended MarchJune 31,30, 2026, as compared to $35.8$37.0 million for the same period in 2025, an increase of $16.7$21.3 million, or 46.6%.57.6%. The increase was primarily due to a $12.2$13.2 million increase in interest costs associated with sales of our unregistered debt securities and Registered Notes, which increased from $1.1$920.6 million outstanding at June 30, 2025 to $1.3 billion outstanding at MarchJune 31, 2025 to $1.2 billion outstanding at March 31,30, 2026, with no significant changes in interest rates between the periods, a $6.5$6.6 million increase in interest costs associated with the Fortress Credit Agreement, and a $1.5$1.3 million increase in interest costs associated with securities-related debt issuance costscosts, forand a $0.1 million decrease in capitalized interest during the three months ended MarchJune 31,30, 2026.2026 Theas increasecompared wasto partiallythe offsetsame by a $3.6 million increaseperiod in capitalized interest primarily due to higher qualifying asset expenditures.2025.
Gain on Derivatives
Gain on derivatives was $1.6 million for the three months ended June 30, 2026, as compared to $8.9 million for the same period in 2025, a decrease of $7.3 million, or 82.0%, primarily as a result of unfavorable changes in the mark-to-market value of our outstanding commodity derivatives during the three months ended June 30, 2026 as compared to the same period in 2025.
Loss on Debt Extinguishments
Loss on debt extinguishments was $1.0 million for the three months ended June 30, 2026, as compared to $0.3 million for the same period in 2025, an increase of $0.7 million, or 233.3%. The increase was primarily due to increased write-offs of debt issuance costs associated with the redemption of bonds issued pursuant to our debt offerings, of which $6.3 million of bonds were redeemed during the three months ended June 30, 2026, as compared to $2.7 million of bonds redeemed for the same period in 2025.
The following table summarizes the par value of bonds redeemed for the periods indicated:
Results of Operations for the Six Months Ended June 30, 2026 Compared to the Six Months Ended June 30, 2025
The following table summarizes our consolidated results of operations for the periods indicated
The following tables summarize our segment operating profit for the periods indicated:
The following table summarizes our production data and average realized prices for the periods indicated:
Average realized prices are net of certain post-production costs that are deducted from our royalties.
The following table shows the components of our revenue for the periods presented:
Revenue was $704.5 million for the six months ended June 30, 2026, as compared to $279.6 million for the same period in 2025, an increase of $425.0 million, or 152.0%. The increase was primarily attributable to a $242.0 million increase in product sales generated from our direct drilling, extraction, and related oil and gas operating activities, a $154.3 million increase in purchased crude oil sales derived from the sale of crude oil purchased from working interest owners and royalty interest holders in wells operated by PhoenixOp, a $22.9 million increase in mineral and royalty revenues generated from our mineral and non-operating activities, and a $5.1 million increase in revenue from water disposal services.
Operating segment revenue was $619.2 million for the six months ended June 30, 2026, as compared to $217.6 million for the same period in 2025, an increase of $401.6 million, or 184.6%. The increase was primarily attributable to a $242.0 million increase in product sales generated from our direct drilling, extraction, and related oil and gas operating activities driven by additional wells placed into service, of which there were 147 producing wells in service as of June 30, 2026, as compared to 62 producing wells in service as of June 30, 2025, a $154.3 million increase in purchased crude oil sales derived from the sale of crude oil purchased from working interest owners and royalty interest holders in wells operated by PhoenixOp, and a $5.1 million increase in revenue from water disposal services driven by higher disposal volumes, with 24.6 million barrels of saltwater disposed by Firebird Services during the six months ended June 30, 2026, as compared to 9.0 million barrels during the same period in 2025. The increase in segment revenue was also driven by increased revenues from crude oil due to a 21.7% increase in average realized price for crude oil from $66.86/Bbl for the six months ended June 30, 2025 to $81.35/Bbl for the six months ended June 30, 2026.
Mineral and non-operating segment revenue was $85.0 million for the six months ended June 30, 2026, as compared to $61.9 million for the same period in 2025, an increase of $23.1 million, or 37.3%. The increase was primarily attributable to increased revenues from crude oil due to a 21.7% increase in the average realized price for crude oil from $66.86/Bbl for the six months ended June 30, 2025 to $81.35/Bbl for the six months ended June 30, 2026. The increase in segment revenue was also driven by an 18.7% increase in crude oil production volumes, as well as a 31.8% increase in natural gas production volumes from our acquisitions of mineral and non-operated working interests during the six months ended June 30, 2026 as compared to the same period in 2025.
Operating Expenses
Cost of Sales
PHXE-P insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
No Form 4 stock transactions in this period.
Well-known investors holding PHXE-P (13F)
None of the 59 investors we track reported a position in their latest 13F.