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PHXE-P on NYSE

Phoenix Energy One, LLC

Phoenix Energy One, LLC is an American crude petroleum and natural gas company based in Irvine.2 Its shares trade on NYSE under the symbol PHXE-P.2

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Last updated Oct 21, 2026.

Overview

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  • TickerPHXE-P on NYSE2
  • IndustryCrude Petroleum & Natural Gas2
  • HeadquartersIrvine, United States2
  • Incorporated inDE3
  • Business address4643 S. Ulster Street, Suite 1510, Denver, Co 802373
  • Filer categoryNon-accelerated filer3
  • Legal formLimited Liability Company2
  • LEI25490009V7FIO2KW7W902
  • StatusActive2
  • LEI statusIssued and current2
  • Registered address251 LITTLE FALLS DRIVE, 19808 Wilmington, United States2
  • Registered withDivision of Corporations, Department of State, 73770342

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Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

25.6%Operating margin5
9.6%Net margin5
144.4%Revenue growth, 20255
84.5%Return on equity5
15.80×Debt to equity5

What sells

Revenue by product, business segment and region, as the company reports it to the SEC.

Products and services

Product brought in 64% of the revenue Phoenix Energy One, LLC broke down this way in fiscal 2025.

  1. Product$437.4M564%up 248% from 2024
  2. Mineral And Royalty$125.0M518%down 18% from 2024
  3. Crude Oil$113.4M517%
  4. Water Services$10.8M52%up 335% from 2024
  5. Other Revenue$562.0K50%up 456% from 2024
Products and services by year
Products and services202320242025
Product$0$125.6M$437.4M
Mineral And Royalty$118.1M$153.0M$125.0M
Crude Oil$0$0$113.4M
Water Services$0$2.5M$10.8M
Other Revenue$17.0K$101.0K$562.0K

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Cost of revenue23¢$155.2M
  • Selling, general and admin4¢$26.0M
  • Other costs41¢$278.6M
  • Interest23¢$161.2M
  • Profit10¢$66.1M

Out of $687.2M in revenue.5

Where each dollar of operating cash went, fiscal 2025

  • Kept or used elsewhere100¢$301.1M

Out of $301.1M of cash from operations.5

Financial statements

Revenue5$687.2M in 2025+482% since 2023
0$200.0M$400.0M$600.0M$800.0M2023: $118.1M$118.1M20232024: $281.2M$281.2M2024+138%2025: $687.2M$687.2M2025+144%
Operating income5$175.6M in 2025+449% since 2023
0$50.0M$100.0M$150.0M$200.0M2023: $32.0M$32.0M20232024: $72.4M$72.4M2024+126%2025: $175.6M$175.6M2025+143%
Net income5$66.1M in 2025
-$25.0M0$25.0M$50.0M$75.0M2023: -$16.2M-$16.2M20232024: -$24.8M-$24.8M2024+53%2025: $66.1M$66.1M2025

Every line of the income statement as filed: the last 3 fiscal years, latest first.5

Period ending2025-12-312024-12-312023-12-31
Total revenues$687.2M$281.2M$118.1M
Cost of sales$155.2M$63.9M$19.7M
Depreciation, depletion, and amortization$177.9M$86.0M$34.2M
Purchased crude oil expenses$111.3M$0$0
Selling, general, and administrative$26.0M$29.2M$14.3M
Payroll and payroll-related$35.8M$27.9M$12.7M
Advertising and marketing$2.0M$679.0K$4.1M
Loss on sale of assets$0$564.0K$0
Impairment expense$3.4M$564.0K$974.0K
Total operating expenses$511.6M$208.8M$86.1M
INCOME FROM OPERATIONS$175.6M$72.4M$32.0M
Interest income$1.7M$705.0K$66.0K
Interest expense, net-$161.2M-$90.2M-$47.9M
Gain (loss) on derivatives$52.8M-$6.0M-$32.0K
Loss on debt extinguishment-$2.8M-$1.7M-$328.0K
Total other expenses-$109.5M-$97.2M-$48.2M
NET INCOME (LOSS)$66.1M-$24.8M-$16.2M

Compare Phoenix Energy One, LLC with another company

Corporate structure

Phoenix Energy One, LLC sits at the top of its group. 6 entities, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

  • Phoenix Energy One, LLC Irvine, California, United States
    • Adamantium Capital, LLC Subsidiary · Delaware, United States
    • Firebird Marketing, LLC Subsidiary · Delaware, United States
    • Firebird Services, LLC Subsidiary · Delaware, United States
    • Phoenix Capital Group Holdings I, LLC Subsidiary · Delaware, United States
    • PHOENIX OPERATING LLC Subsidiary · Irvine, California, United States

Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); subsidiaries listed in Exhibit 21 of annual reports filed with the SEC. Each entity in the chart links to its source.

What it owns

What Phoenix Energy One, LLC reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Operating-lease assets (leased space)$9.5M5 Dec 31, 2025$6.0M5 Dec 31, 2024+58.2%
Oil and gas properties$1.6B5 Dec 31, 2025$865.8M5 Dec 31, 2024+85.5%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$65.8M5 Dec 31, 2025$120.8M5 Dec 31, 2024−45.5%

Properties, in its own words

The information required by Item 2 is contained in Item 1. Business.

Item 2 of the 10-K filed Mar 17, 2026.8

Leadership

Who has led Phoenix Energy One, LLC, and when. Pick a name to see everywhere that person has worked.

Chief executive

  1. Adam D. Ferrari2025–now

Chief financial officer

  1. Curtis R. Allen2025–now

Chief operating officer

  1. Brandon K. Allen2025–now
Board members and other officers (10)

Named in SEC Form D filings

People the company listed in its private-offering notices.

  • Chief Operating OfficerDavid Lee Scadden named Apr 2, 202620
  • Chief Marketing OfficerBrynn Douglas Ferrari named May 9, 202321
  • Chief Technology OfficerKris Woods named Jul 22, 2022 to May 9, 202321
  • Managing Director, Capital MarketsMatthew Douglas Willer named Jul 20, 2022 to May 9, 202321
  • Chief Technology OfficerKris Roger Woods named Jul 20, 202222

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • Adamantium Capital, LLC Delaware4
  • Firebird Marketing, LLC Delaware4
  • Firebird Services, LLC Delaware4
  • Phoenix Capital Group Holdings I, LLC Delaware4
  • Phoenix Operating LLC Delaware4

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Former names

  • Phoenix Capital Group Holdings, LLCJul 20, 2020 to Dec 30, 20243

Timeline

  1. Aug 17, 20268-K Entered a material agreement; New debt or obligation23
  2. Jul 8, 20268-K Entered a material agreement24
  3. Jun 2, 20268-K Entered a material agreement25
  4. Feb 13, 20268-K Entered a material agreement26
  5. Jan 21, 20268-K Executive or director change27
  6. Nov 26, 20258-K Executive or director change28
  7. Nov 5, 20258-K Executive or director change29
  8. Oct 27, 20258-K Entered a material agreement30
  9. Sep 30, 20258-K Unregistered sale of shares; Change to shareholders' rights; Executive or director change31
  10. Sep 25, 2025New chief executive Adam D. Ferrari becomes CEO9
  11. Aug 29, 20258-K Other events32
  12. Aug 1, 20258-K Entered a material agreement33
  13. Jun 27, 20258-K Entered a material agreement; New debt or obligation; Other events34
  14. Apr 16, 2019Founded Phoenix Energy One, LLC is founded2

Calendar

When it reported results

  1. Jun 5, 2025Reported quarterly or annual results35

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

208 filings to the SEC since October 2021: 1 annual reports, 6 quarterly reports, 13 major events, 22 insider forms, 8 private raises, 158 other. The latest 20:

  1. Aug 17, 2026424B3 EDGAR
  2. Aug 17, 2026424B3 EDGAR
  3. Aug 17, 20268-K EDGAR
  4. Aug 10, 2026424B3 EDGAR
  5. Aug 10, 2026424B3 EDGAR
  6. Aug 10, 202610-Q EDGAR
  7. Jul 20, 2026424B3 EDGAR
  8. Jul 20, 2026424B3 EDGAR
  9. Jul 8, 2026424B3 EDGAR
  10. Jul 8, 2026424B3 EDGAR
  11. Jul 8, 20268-K EDGAR
  12. Jul 7, 2026EFFECT EDGAR
  13. Jul 7, 2026424B4 EDGAR
  14. Jun 25, 2026S-1/A EDGAR
  15. Jun 18, 2026424B3 EDGAR
  16. Jun 2, 2026S-1 EDGAR
  17. Jun 2, 2026424B3 EDGAR
  18. Jun 2, 20268-K EDGAR
  19. May 28, 20263 EDGAR
  20. May 14, 2026424B3 EDGAR

The 208 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

10 open-market trades by officers, directors and large owners since October 2021: 9 buys and 1 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Nov 20, 2025Allen Brandon K.Sale2,500$20.11$50.3KForm 4
Sep 29, 2025Wilson Lindsey B.Chief Business OfficerBuy500$20.00$10.0KForm 4
Sep 29, 2025Wagner Jason MontgomeryDirectorBuy250$20.00$5.0KForm 4
Sep 29, 2025Pangracs Jason AllanDirectorBuy2,000$20.00$40.0KForm 4
Sep 29, 2025Ferrari Adam D.Chief Executive OfficerBuy5,000$20.00$100.0KForm 4
Sep 29, 2025Goodnight Sean M.Chief Acquisition OfficerBuy500$20.00$10.0KForm 4
Sep 29, 2025Allen Brandon K.Buy2,500$20.00$50.0KForm 4
Sep 29, 2025Arn Justin L.Chief Land & Title OfficerBuy250$20.00$5.0KForm 4
Sep 29, 2025Wheeler David MarkChief Legal OfficerBuy1,000$20.00$20.0KForm 4
Sep 29, 2025Allen Curtis R.Chief Financial OfficerBuy8,500$20.00$170.0KForm 4

From Forms 4 filed with the SEC.

Funding

Where the company's money came from, by calendar year: private offerings filed with the SEC, federal grants, loans, contracts and other assistance from USAspending.gov, and PPP loans from the SBA. Each bar links to the records below.

Money received by year$1.2B 2022–2023
Money received by yearMoney received by year, 2022–2023: $1.2B in all. Private raises (Form D) $1.2B.$0$500M$1B$1.5B2022 · Private raises (Form D): $86.7M20222023 · Private raises (Form D): $1.1B2023
Figures by year
YearPrivate raises (Form D)Total
2023$1.1B$1.1B
2022$86.7M$86.7M

Private raises

Private offerings the company reported to the SEC on Form D. The amount is what the latest filing says was sold so far, charted in the year of the first sale. Covers filings since Oct 1, 2021.

  1. Aug 29, 2023Raised $1.1 billion in a private offering of debt20 Form D: $2 billion offered in all Form D
  2. Dec 29, 2022Raised $86.5 million in a private offering of debt21 Form D: $300 million offered in all Form D
  3. Jul 22, 2022Filed a private offering of debt36 Form D: $25 million offered in all Form D
  4. Jul 6, 2022Raised $200,000 in a private offering of debt22 Form D: $150 million offered in all Form D

SEC filer profile

How Phoenix Energy One, LLC is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARPhoenix Energy One, LLC1
  • CIK0001818643
  • Employer ID (EIN)83-45266728
  • Filer statusNon-accelerated filer not an emerging growth company; not a smaller reporting company; not a shell company8
  • Incorporated inDelaware8
  • Fiscal year endsDecember 311
  • Industry code (SIC)1311 Crude Petroleum & Natural Gas1
  • SEC reviewing officeOffice of Energy & Transportation, Division of Corporation Finance1
  • Business address4643 S. Ulster Street, Suite 1510, Denver, CO 802371
  • Phone213-316-87201
  • Shares outstanding100,000,000 as of Aug 7, 20267
  • AuditorRamirez Jimenez International CPAs, Irvine, California PCAOB ID 820; no auditor attestation of internal control over financial reporting8
  • On EDGAR sinceJul 20, 20201
  • Filings211 in all: 424B3 (25), UPLOAD (22), CORRESP (20), 1-A POS (14), 1-U (13), 8-K (13), 253G2 (12), 3 (12)1
    All 36 form types

    4 (10), D (6), QUALIF (6), 1-A/A (5), 1-SA/A (5), 10-Q (5), S-1/A (5), 1-K (4), D/A (4), EFFECT (3), 1-A (2), 1-K/A (2), 1-SA (2), 424B4 (2), AW (2), DRS/A (2), DRSLTR (2), POS AM (2), S-1 (2), 10-K (1), 10-Q/A (1), 253G1 (1), 8-A12B (1), AW WD (1), CERT (1), DOS (1), DRS (1), POS EX (1)

  • Latest filingsAnnual report (10-K) Mar 17, 2026
    Quarterly report (10-Q) Aug 10, 2026
    Latest 8-K (8-K) Aug 17, 2026

Securities registered for trading

ClassSymbolExchange
Series A Cumulative Redeemable Preferred SharesPHXE.PNYSE American LLC

From the cover page of the 10-K filed Mar 17, 2026 (Section 12(b) of the Exchange Act).8

Risk factors and legal proceedings

The risks Phoenix Energy One, LLC names in Item 1A of its 10-K filed Mar 17, 2026: 73 risks under these headings, as written.8

  • Risks Related to Our Business and Operations
  • Risks Related to Legal, Regulatory, and Environmental Matters
  • Risks Related to Our Indebtedness
  • Risks Related to Our Status as a Public Reporting Company
  • 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 regarding interest rates and otherwise.
  • 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.
  • We may encounter obstacles to marketing our minerals, which could adversely impact our revenues and profits.
The other 65 risks
  • A limited number of purchasers and operators currently generate a significant portion of our revenue and/or accounts receivable, and we may not have contracts or agreements directly with all such operators.
  • 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 rely on our third-party E&P operators, third parties, and government databases for information regarding our assets and, to the extent that information is incorrect, incomplete, or lost, our financial and operational information and projections may be incorrect.
  • 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.
  • We may experience delays in the payment of royalties and be unable to replace third-party E&P operators that do not make required royalty payments, and we may not be able to terminate our leases with defaulting lessees if any of such third-party E&P operators on those leases declare bankruptcy.
  • Our PV-10 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.
  • 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 continue to scale this software or that such software will be accurate in identifying assets.
  • We may be unable to realize all of the anticipated benefits from our acquisitions or successfully integrate future acquisitions of mineral rights into our business.
  • 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.
  • 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.
  • We have limited control over the activities on properties that we do not operate.
  • We have completed numerous acquisitions of mineral and royalty interests for which separate financial information is not required or provided.
  • 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.
  • 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 inability to retain or obtain key personnel could directly affect our efficiency and profitability.
  • We may incur losses as a result of title defects in the properties that we acquire.
  • If the third-party 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.
  • Our decommissioning costs are unknown and may be substantial and may force us to divert resources from our other operations.
  • 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.
  • 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.
  • Our hedging activities could result in financial losses and reduce earnings.
  • 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.
  • The development and enactment of climate change legislation and regulation regarding emissions of GHGs could adversely affect our operations, including the mineral industry and the demand for the oil and natural gas that we produce.
  • Our business and results of operations are subject to physical risks associated with climate change.
  • Our and our third-party E&P operators are subject to complex federal, state, and other environmental, health, and safety laws and regulations that could adversely affect the cost, manner, or feasibility of conducting our operations or expose us and our third-party E&P operators to significant liabilities.
  • We or our third-party E&P operators could be subject to environmental lawsuits.
  • 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.
  • 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.
  • We could be subject to changes in our tax rates, the adoption of new tax legislation, or exposure to additional tax liabilities.
  • Current and future litigation, regulatory, administrative, or other legal proceedings could have a material adverse effect on our business and results of operations.
  • Our substantial indebtedness could adversely affect our financial condition and prevent us from fulfilling our obligations under our indebtedness, including the Registered Notes, and the Series A Preferred Shares.
  • 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 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.
  • 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. While we have historically been able to negotiate one or more limited waivers with Fortress, there can be no assurance that we will be able to do so in the future.
  • Risks Related to the Series A Preferred Shares
  • The Series A Preferred Shares represent perpetual equity interests in the Company, and holders of Series A Preferred Shares should not expect us to redeem any Series A Preferred Shares on any particular date.
  • The Series A Preferred Shares are junior and subordinated to our existing and future indebtedness, and your interests could be diluted by the issuance of additional preferred equity interests, including additional Series A Preferred Shares, and by other transactions.
  • The Series A Preferred Shares have only limited voting rights.
  • Market interest rates and other factors may affect the value of the Series A Preferred Shares.
  • Your ability to transfer the Series A Preferred Shares at a time or price you desire may be limited by the absence of an active trading market, which may not develop or, if developed, might not stay sustainably active.
  • We may fail to comply with the continued listing standards of the NYSE American, which may result in a delisting of our Series A Preferred Shares.
  • Our ability to issue Parity Securities in the future could adversely affect the rights of holders of our Series A Preferred Shares.
  • We are not required to accumulate cash for the purpose of meeting our obligations to holders of the Series A Preferred Shares, which, along with the agreements governing our indebtedness, may limit the cash available to make distributions on the Series A Preferred Shares.
  • Holders of Series A Preferred Shares may have liability to repay distributions.
  • Risks Related to Phoenix Equity’s Ownership of Our Common Shares and Certain LLCA Provisions
  • The interests of holders of our securities may conflict with the interests of our controlling shareholder.
  • Our Third ARLLCA eliminates members of our board of directors’ fiduciary duties to us. If conflicts of interest arise among members of our board of directors and us, members of our board of directors may make decisions in their sole and absolute discretion, and shall be entitled to consider only such interests and factors as they desire, including their own interests.
  • The Third ARLLCA contains an exclusive forum provision that may discourage lawsuits against us or our directors and officers.
  • Risks Related to Certain Tax Matters
  • Our tax treatment depends on our status as a partnership for federal income tax purposes, as well as our not being subject to a material amount of entity-level taxation by individual states. If the IRS were to treat us as a corporation for federal income tax purposes or if we were otherwise subject to a material amount of entity-level taxation, then cash available for distribution could be reduced.
  • The tax treatment of publicly traded partnerships or an investment in us could be subject to potential legislative, judicial, or administrative changes and differing interpretations, possibly on a retroactive basis.
  • A successful IRS contest of the federal income tax positions we take may adversely impact the market for Series A Preferred Shares and the cost of any IRS contest will reduce our cash available for distribution.
  • Series A Preferred Shares that are the subject of a securities loan (e.g., a loan to a “short seller” to cover a short sale of Series A Preferred Shares) may be considered disposed. If so, the holder of such Series A Preferred Shares would no longer be treated for tax purposes as a partner with respect to those Series A Preferred Shares during the period of the loan and may recognize gain or loss from the disposition.
  • Certain tax consequences of the ownership of our Series A Preferred Shares, including treatment of distributions as guaranteed payments for the use of capital, are uncertain.
  • Our treatment of distributions on our Series A Preferred Shares as guaranteed payments for the use of capital means that such distributions will not be eligible for the 20% deduction for qualified business income.
  • 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, in each case, to the extent required by Rule 10A-3 under the Exchange Act.
  • General Risks
  • Our business could be adversely affected by unfavorable economic and political conditions.

Legal proceedings

We have been, are, and/or may in the future be involved in various legal proceedings, lawsuits, regulatory investigations, and other claims in the ordinary course of business. Such matters are subject to many uncertainties, and outcomes are not predictable with certainty. In particular, due to the nature of our business, we are, from time to time, involved in routine litigation or subject to disputes or claims related to our business activities, including workers’ compensation claims and employment-related disputes. Based on currently available information and after consultation with legal counsel, in the opinion of our management, none of the matters, disputes, or claims we are involved in, if decided adversely, will have a material adverse effect on our financial condition, cash flows, or results of operations. We have not recorded any material accruals related to these matters as of December 31, 2025. See “Financial Statements and Supplementary Data—Note 16 – Commitments and Contingencies” of the notes to the consolidated financial statements included elsewhere in this Annual Report.

The opening of Item 3, Legal Proceedings.8

Sources

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    SEC EDGAROther events
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