The following article contains information about Phoenix Flex Junior Secured Notes™, a registered offering with an effective SEC registration statement. Prospective investors should carefully read the prospectus, including the risk factors, before investing. Review the prospectus at https://phxenergy.co/phoenix-flex-prospectus.
Not every investor wants to, or has the ability to, lock up capital for long terms. A diversified portfolio can consider aspects like income generation and varying term-lengths to make sure you have the flexibility needed to accommodate your life. That’s why we built Phoenix Flex Junior Secured Notes™ — an investment product designed to put more control over timing and interest payments in your hands.
Phoenix Flex lets you choose the interval that fits your plans. Investors can select from three, six, nine, twelve, or eighteen months and have the opportunity to revisit your investment at every one of those intervals. You also choose how you get paid: cash interest monthly, or compounding interest paid at redemption. It’s your investment, on your terms.
Backed by Real Collateral
Phoenix Flex Notes aren’t unsecured promises. They’re secured on a junior basis by mortgages on Phoenix Energy’s oil and gas properties. These are real, valued American assets that stand behind your investment. As of March 31, 2026, the collateral pool supporting our junior lien indebtedness was valued at approximately $890.0 million. That collateral backing sits alongside a track record we’re proud of: Phoenix Energy has never missed a payment to our investors.³
What Are Phoenix Flex Notes?
For investors who want a more precise understanding of how this registered offering works, you can review the prospectus at https://phxenergy.co/phoenix-flex-prospectus. The product is formally titled as Phoenix Flex Junior Secured Notes™ and function as “Senior Subordinated Junior Lien Notes.” This means they rank below certain of the Company’s senior debt, but secured by a junior lien on collateral. Full details on ranking, security, and risk factors are set out in our prospectus, which we encourage every investor to read carefully before investing. Now, let’s move on to the terms of the notes.
The Terms, In Plain English
Interested investors can start with a minimum investment of $1,000, which is lower than our current minimum of $5,000 for the 9-12% Registered Offering. Technically, the notes have a term-length of 10 years, with the ability to request redemption at a “Set Put Date” for your chosen “Set Put Interval.”⁴ The intervals are three, six, nine, twelve, or eighteen months. In simple terms, a “set put interval” is a financial term for a specific, pre-determined time period during which an investor can exercise a “put option” to sell their debt notes back to an issuer, in this case Phoenix Energy, for the principal amount.⁵
Phoenix Flex Notes Set Put Intervals & Rates:
- 3 months — 6.00% per annum
- 6 months — 6.25% per annum
- 9 months — 6.50% per annum
- 12 months — 6.75% per annum
- 18 months — 7.00% per annum
For the interest payments from your investment, you can select cash interest, paid monthly, or compounding interest, accruing daily and paid at redemption. Investors will have a redemption window at each Set Put Date (subject to advance notice requirements), where they can request to redeem some or all of their Phoenix Flex Notes. And since life happens, investors may choose to redeem outside of each redemption window, at 95% of principal, subject to an annual cap.
A quick reminder that every investment carries risk. These Notes are not insured or guaranteed by any government agency and there is no public trading market for them. Again, we encourage all investors to read the full prospectus available on our website, before making any investment decision.
Am I Eligible to buy Phoenix Flex Notes?
Phoenix Flex Notes are offered as part of a registered public offering under a registration statement declared effective by the U.S. SEC. That means you don’t need to be an accredited investor to participate unlike some of our other offerings offered under Rule 506(c) of Regulation D.
That said, Phoenix Flex Notes are still subject to minimum financial suitability standards for any investment above $10,000. Investments of $10,000 or less are not subject to the same minimum financial suitability thresholds. Investments above $10,000 require investors to meet the applicable income or net worth standards described in the prospectus.
- A gross income of at least $45,000 and a net worth of at least $45,000
- A net worth of at least $150,000⁶
Beyond meeting these minimums, Phoenix Flex is only appropriate for investors with substantial financial means who can bear the risk of losing their entire investment and do not need liquidity — there is no public trading market for the Notes, and you should be prepared to hold to maturity. Full eligibility and suitability requirements are set out in the “Plan of Distribution — Financial Suitability Requirements” section of our prospectus, which we encourage you to review carefully before investing.
A Word from Our CEO, Adam Ferrari
“Investors want two things right now: meaningful returns and real flexibility. Phoenix Flex is built to deliver both. We designed this product as an alternative to the short-term options investors already have, but backed by hard collateral and terms that put control back in the investor’s hands,” said Adam Ferrari, Chief Executive Officer of Phoenix Energy.
Ready to Learn More?
Phoenix Flex Notes are offered directly by Phoenix Energy, without an underwriter, so you’re investing directly in the company and the collateral behind it. Visit invest.phoenixenergy.com to check current availability and get started with a minimum investment of $1,000. If you still have questions, we encourage your to join one of our daily bond webinars to learn about our offerings and the business behind them.
If you are accredited and seeking for higher rates with longer holding periods, you might try our Regulation D 9-13% annual interest rate offering with a $25,000 minimum. If you are not accredited, but still want higher potential returns, you can review our Registered Offering with 9-12% annual interest rates with a $5,000 minimum.
Forward Looking Statements
This article contains forward-looking statements, which are statements not of historical facts and include statements regarding Phoenix Energy’s current views, hopes, intentions, beliefs, or expectations concerning, among other things, Phoenix Energy’s results of operations, financial condition, liquidity, prospects, growth, strategies, and position in the markets and the industries in which its operates. These forward-looking statements are generally identifiable by forward looking terminology such as “expect,” “believe,” “anticipate,” “outlook,” “could,” “target,” “project,” “intend,” “plan,” “seek,” “estimate,” “should,” “will,” “approximately,” “predict,” “potential,” “may,” and “assume,” as well as variations of such words and similar expressions referring to the future.
Factors that could cause Phoenix Energy’s actual results to differ materially from the expectations described in the forward-looking statements include, but are not limited to, the factors described in the prospectus entitled “Risk Factors.” forward-looking statements included in this press release are not guarantees of future performance, and there can be no assurance that such statements will be realized or that the forward-looking events and circumstances will occur. Any forward-looking statement made by Phoenix Energy in this article speaks only as of the date of this article, and Phoenix Energy undertakes no obligation to publicly update any forward-looking statement except as may be required by law.
Footnotes
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Total interest paid is reflective of total interest paid and accrued on all bonds issued by the Company and its subsidiaries (including Adamantium) through 3/31/2026. This amount includes $266.9 million paid to bondholders and does not include any payments paid to any other parties, including lenders. The interests paid and accrued includes a portion of interest related to bonds for which Crescent Securities Group, Inc. did not serve as the Managing Broker Dealer but is consistent with the disclosure by the Company in its audited financial statements.
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Bondholder total from date of first offering to 3.31.26.
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Past performance is not indicative of future results.
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Set Put Interval refers to the 3-, 6-, 9-, 12-, or 18-month interval selected when the Notes are purchased. The Set Put Date is the last day of each Set Put Interval.
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https://www.investopedia.com/terms/p/putbond.asp
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“Net worth” is calculated as total assets minus total liabilities, excluding the value of your home, home furnishings, and automobiles.