Sable Offshore SEC Filings

BlackRock, Inc. has filed an amended Schedule 13G reporting a passive ownership stake in Sable Offshore Corp. BlackRock reports beneficial ownership of 6,661,355 Class A shares, representing 4.6% of the class as of the event date 12/31/2025.

BlackRock has sole voting power over 6,551,348 shares and sole dispositive power over 6,661,355 shares, with no shared voting or dispositive power. The filing states that these securities are held in the ordinary course of business and not for the purpose of changing or influencing control of Sable Offshore.

The shares are held across various accounts, where different persons may have the right to receive dividends or sale proceeds, but no single person is reported to have an interest in more than five percent of Sable Offshore’s outstanding common shares.

Sable Offshore Corp. reported that it has received an emergency special permit from the U.S. Department of Transportation’s Pipeline and Hazardous Material Safety Administration covering segments 324 and 325 of the interstate Santa Ynez Pipeline System. The permit approves Sable’s implementation of enhanced integrity management practices for these pipeline segments and sets specific operational conditions. The company disclosed this development through a press release furnished as Exhibit 99.1 to this report.

Sable Offshore Corp. reports that on December 22, 2025, the U.S. Department of Transportation’s Pipeline and Hazardous Materials Safety Administration (PHMSA) approved the company’s Restart Plan for the Las Flores Pipeline System, covering Line CA-324 and Line CA-325. This PHMSA approval is a key regulatory step that allows Sable Offshore to move forward with restarting this pipeline system, which is central to its offshore operations. The company has provided the PHMSA approval letter as an exhibit to give investors and other stakeholders the full regulatory details.

Sable Offshore Corp. reported that the U.S. Department of Transportation’s Pipeline and Hazardous Materials Safety Administration (PHMSA) has confirmed the company’s earlier determination that its pipeline connecting the Santa Ynez Unit to the Pentland Station terminal in Kern County, California is an interstate pipeline facility under the Pipeline Safety Act, under which PHMSA holds exclusive regulatory authority over interstate pipelines.

PHMSA also stated that it considers this pipeline system to be an “active” pipeline under its regulations, and its determination letter is provided as an exhibit to the disclosure.

Sable Offshore Corp. is registering 45,454,546 shares of Common Stock for resale by existing PIPE investors. These shares were issued in a committed “Third PIPE Investment” at an equity consideration value of $5.50 per share and may be sold from time to time by the selling securityholders, who will receive all sale proceeds. Sable will not receive any cash from these resales but will cover registration and related listing and professional fees.

The resale shares equal approximately 31.4% of Sable’s issued and outstanding Common Stock and about 41.3% of shares held by non‑affiliates, creating a sizable potential overhang that the company warns could lead to a significant decline in the trading price if fully sold or if investors expect such sales. Sable operates offshore California oil and gas assets acquired from Exxon affiliates and is pursuing an offshore storage and treating vessel strategy, targeting OS&T vessel acquisition in Q1 2026 and initial sales from all platforms in Q4 2026 with expected comprehensive oil production rates of over 50,000 barrels per day, subject to regulatory clearances.

Sable Offshore Corp. has filed a resale registration statement covering up to 45,454,546 shares of its common stock issued in a $5.50 per share Third PIPE Investment. These shares are held by institutional selling securityholders, who may sell them over time using various methods, including open-market and private transactions, under a shelf prospectus. The company will not receive any proceeds from these sales, though it will pay the registration and listing expenses while the sellers bear any underwriting discounts and commissions.

The registered shares equal approximately 31.4% of total common stock outstanding and about 41.3% of shares held by non‑affiliates, creating a meaningful potential overhang. The prospectus notes that sales of all these shares, or the perception they may be sold, could significantly pressure the trading price of SOC. The document also describes Sable’s offshore California oil and gas assets and its plan to use an offshore storage and treating vessel strategy, with targeted production from all platforms in late 2026 subject to regulatory clearances.

Sable Offshore Corp. filed a current report describing a regulatory step for its California pipeline system. On November 26, 2025, the company notified the federal Pipeline and Hazardous Materials Safety Administration (PHMSA) that it has determined its pipeline connecting the Santa Ynez Unit to the Pentland Station terminal in Kern County is an interstate pipeline facility under the Pipeline Safety Act and requested PHMSA’s concurrence and guidance on transitioning oversight from the California Office of the State Fire Marshal.

The company also reiterates its dual offtake strategy for crude produced from the Santa Ynez Unit, pursuing an offshore storage and treating vessel with shuttle tankers to reach domestic and global markets while working to safely resume transportation through its onshore pipeline facilities.

Sable Offshore Corp. (SOC) reported several management changes effective November 20, 2025. The company promoted its current President, J. Caldwell Flores, to the combined role of President and Chief Operating Officer, formalizing his position as a key executive officer. At the same time, Doss Bourgeois moved from Executive Vice President and Chief Operating Officer to Vice Chairman and is no longer classified as an executive officer under Exchange Act rules.

The company also announced additional leadership appointments that are not executive officer roles: Trent Fontenot as Senior Vice President of Operations, Brian Broussard as Senior Vice President of Development, and Byron Olson as Vice President, Reservoir Engineering. These changes collectively update the leadership structure around operations and development but do not involve any financial results or transactions.