Sable Offshore Corp. SEC Filings

Morgan Stanley and its subsidiary Morgan Stanley Capital Services LLC report significant beneficial ownership of Sable Offshore Corp. common stock. Morgan Stanley reports beneficial ownership of 12,200,996 shares, representing 7.9% of the class, with 11,714,934 shares subject to shared voting power and all 12,200,996 shares subject to shared dispositive power, and no sole voting or dispositive power. Morgan Stanley Capital Services LLC reports beneficial ownership of 8,438,812 shares, representing 5.5% of the class, with shared voting and shared dispositive power over the same 8,438,812 shares and no sole powers. The filing notes that it reflects only securities beneficially owned, or deemed beneficially owned, by specified Morgan Stanley reporting units, with other operating units potentially disaggregated under SEC guidance.

Capital International Investors, a division of Capital Research and Management Company and affiliated investment management entities, reports beneficial ownership of Sable Offshore Corp. common stock. The group is deemed to beneficially own 6,111,898 shares of common stock, representing 4.0% of the class, based on 154,362,910 shares believed to be outstanding.

Capital International Investors has sole voting power and sole dispositive power over all 6,111,898 shares, with no shared voting or dispositive power reported. The filing indicates ownership of 5 percent or less of the common stock class.

Sable Offshore Corp. reported its first full quarter of revenue generation and positive operating cash flow since inception, posting $137.1 million in total revenue and $9.4 million of cash from operating activities for the second quarter of 2026. Average daily net oil sales were about 21 thousand barrels per day, exiting the quarter at roughly 40 thousand net barrels per day, a 149% entry-to-exit oil sales growth rate, while capital expenditures totaled $39.4 million. The company ended the quarter with 154,531,910 common shares outstanding.

On July 2, 2026, Sable completed a major refinancing: a $675.0 million Senior Secured Term Loan B due December 15, 2028 with a 15.0% annual coupon, step-up quarterly amortization and a 100% excess cash flow sweep; $345.0 million of 6.5% Convertible Senior Notes due July 1, 2031 with a $4.00 per share conversion price; and a $115.0 million common equity issuance at $3.08 per share, alongside a $500.0 million revolver for hedging support.

Operationally, Sable is ramping production at the Santa Ynez Unit, with average well rates of 723 barrels of oil per day in the quarter and preliminary July and early August 2026 gross oil sales around the high 30–40 thousand barrels per day. The company incurred $18.5 million of non-recurring demurrage charges due to refinery scheduling constraints and faces temporary downstream throughput limits and pricing differentials, but expects constraints to ease later in August and into 2027. Updated guidance for 2H 2026 and 2027 emphasizes lower capital spending, high oil weighting and material projected unlevered free cash flow, supported by Brent costless collar hedges with $65/Bbl floors through 2028.

Sable Offshore Corp., an independent oil and gas company focused on the Santa Ynez Unit and associated pipelines in offshore California, reported its first significant production-driven results for the six months ended June 30, 2026. Oil and natural gas liquids sales generated $138.4 million in total revenue, following resumption of transportation through the Santa Ynez Pipeline System under a Defense Production Act order.

The company recorded a net loss of $261.2 million and used $72.8 million of cash in operating activities, driven by high operating costs and $77.7 million of interest expense on its Senior Secured Term Loan. Cash and cash equivalents declined to $21.6 million, while total debt, including paid-in-kind interest, stood at $968.8 million. Oil and gas properties, net, were $1.61 billion, and total assets were $1.76 billion.

Subsequent to quarter end, on July 2, 2026, Sable refinanced its capital structure via $675.0 million of Term Loan B due 2028, $345.0 million of 6.5% Convertible Senior Notes due 2031, a $115.0 million equity offering, and a $500.0 million senior secured revolver, using proceeds to repay the Exxon term loan and enhance liquidity. Management states that these 2026 Refinancing Transactions alleviated the previously disclosed substantial doubt about the company’s ability to continue as a going concern.

State Street Corporation reported beneficial ownership of common stock of Sable Offshore Corp. State Street and its investment management subsidiaries collectively beneficially own 7,827,902 shares of Sable Offshore common stock, representing 5.1% of the class.

State Street reports no sole voting or dispositive power, with 7,563,324 shares subject to shared voting power and 7,827,902 shares subject to shared dispositive power through entities including SSGA Funds Management, Inc. and State Street Global Advisors affiliates.

Sable Offshore Corp. engaged CohnReznick LLP as its new independent registered public accounting firm for the fiscal year ending December 31, 2026, after CohnReznick acquired certain assets of the prior auditor, Ham, Langston and Brezina, LLP (HL&B). HL&B resigned as auditor on July 10, 2026 with the approval of the board’s Audit Committee.

HL&B’s reports on Sable Offshore’s consolidated financial statements for 2023–2025 contained an explanatory paragraph about the company’s ability to continue as a going concern, but did not include adverse opinions, disclaimers, or qualifications on scope or principles. The company reports no disagreements or reportable events with HL&B and says it did not consult CohnReznick on accounting matters before the engagement. HL&B’s confirming letter is filed as Exhibit 16.1.

Sable Offshore Corp. is offering $300,000,000 aggregate principal amount of 6.5% convertible senior notes due 2031, with an underwriters' option to purchase up to an additional $45,000,000 of notes to cover over‑allotments. The notes pay 6.5% interest semi‑annually and mature on July 1, 2031.

The offering is sold concurrently and cross‑conditioned with a Concurrent Common Stock Offering (32,467,533 shares, plus up to 4,870,129 option shares) and is conditioned on entry into new secured credit facilities (a Senior Revolver and a Term Loan B). Net proceeds are expected to be used, in part, to refinance the Existing Senior Secured Term Loan maturing July 24, 2026.

Sable Offshore Corp. is offering 32,467,533 shares of Common Stock in a primary offering under a prospectus supplement. The shares are being offered at $3.08 per share, for a public offering amount of $100,000,001.64, with estimated proceeds to the company, before expenses, of $95,000,001.56. The underwriters have a 30-day option to purchase up to an additional 4,870,129 shares to cover over-allotments.

The company states net proceeds will be used, together with proceeds from a concurrent $300,000,000 convertible notes offering and a proposed $675,000,000 Term Loan B, to repay the existing Exxon senior secured term loan, pay fees and transaction expenses, and for general corporate purposes. Shares outstanding were 150,321,586 as of March 31, 2026, and expected outstanding immediately after this offering are 182,789,119 (or 187,659,248 if the underwriters exercise their option in full).