SOC loan amendment boosts rate to 15% with new cash covenant

Rhea-AI Filing Summary

Sable Offshore Corp. (SOC) reports that an amendment to its Senior Secured Term Loan with Exxon Mobil Corporation is now effective. The company met all conditions on November 24, 2025, including a requirement to receive at least $225,000,000 of cash proceeds, which it satisfied with a $250,000,000 private placement of common stock completed on November 12, 2025.

The amended loan now matures on the earlier of March 31, 2027 or 90 days after first sales of hydrocarbons. The interest rate increases from 10% to 15% per year, compounded annually, with an option to pay interest in kind by adding it to the loan principal. The amendment also adds reporting requirements and a monthly-tested liquidity covenant that requires at least $25.0 million of unrestricted cash.

Insights

Credit & Capital Structure Analyst

Loan maturity is extended but at a higher 15% interest cost.

Sable Offshore Corp. has made its Senior Secured Term Loan amendment effective after raising at least $225,000,000 in cash, achieved via a $250,000,000 private placement of common stock on November 12, 2025. This confirms continued access to both debt and equity financing.

The amendment pushes the loan maturity to the earlier of March 31, 2027 or 90 days after first hydrocarbons sales, giving more time to advance its offshore project. However, the interest rate steps up from 10% to 15% per annum, compounded annually, which increases ongoing financing costs.

The ability to pay interest in kind by adding it to principal can preserve cash in the near term but may grow the debt balance over time. A new liquidity covenant requiring at least $25.0 million of unrestricted cash at each month-end adds discipline and serves as a key threshold for future financial performance disclosures.

TRUE0001831481This Amendment No. 1 on Form 8-K/A is being filed to amend and supplement the Current Report on Form 8-K of Sable Offshore Corp. filed on November 3, 2025.00018314812025-11-032025-11-03

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________

FORM 8-K/A

(Amendment No. 1)

_______________________

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): November 3, 2025

Sable Offshore Corp.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)			001-40111 (Commission File Number)			85-3514078 (I.R.S. Employer Identification Number)
845 Texas Avenue, Suite 2920
Houston, TX						77002
(Address of principal executive offices)						(Zip code)
(713) 579-6161
(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common stock, par value $0.0001

SOC

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule12b-2 of the Securities Exchange Act.of 1934 (§240.12b-2 of this chapter).

Emerging growth company    ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Explanatory Note

This Amendment No. 1 on Form 8-K/A (the “Form 8-K/A”) is being filed to amend and supplement the Current Report on Form 8-K of Sable Offshore Corp. (the “Company”) filed on November 3, 2025 (the “Initial Form 8-K”). The Initial Form 8-K reported the entry by the Company and Exxon Mobil Corporation into an amendment (the "Amendment”) to the Company's Senior Secured Term Loan. The Company is filing this Form 8-K/A to report the satisfaction of the conditions to, and effectiveness of, the Amendment.

The information previously reported in or filed with the Initial Form 8-K is hereby incorporated by reference into this Form 8-K/A.

Item 1.01    Entry into a Material Definitive Agreement.

On November 24, 2025, the Company satisfied all the conditions to effectiveness of the Amendment, including the condition that the Company receive cash proceeds in an amount no less than $225,000,000, which the Company satisfied on November 12, 2025, with the successful private placement of $250,000,000 of the Company’s common stock, and the Amendment became effective.

The Amendment extends the maturity date of the Senior Secured Term Loan to the earlier of (i) March 31, 2027 or (ii) the date falling 90 days after first sales of hydrocarbons. The Amendment increases the interest rate from ten percent (10%) per annum to fifteen percent (15%) per annum, compounded annually, payable in arrears on January 1st of each year. At the Company’s election, accrued but unpaid interest may be deemed paid on each interest payment date by adding the amount of interest owed to the outstanding principal (paid-in-kind) amount under the Senior Secured Term Loan. The Amendment also includes additional reporting covenants and a financial liquidity covenant that requires the Company to have not less than $25.0 million in unrestricted cash, measured at the end of each month.

The foregoing summary of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated into this Item 1.01 by reference.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.						Description of Exhibits
99.1						Second Amendment to Senior Secured Term Loan Agreement.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Sable Offshore Corp.

Date:

November 25, 2025

By:

/s/ Gregory D. Patrinely

Name:

Gregory D. Patrinely

Title:

Executive Vice President and Chief Financial Officer

FAQ

What change did Sable Offshore Corp. (SOC) report in this 8-K/A?

Sable Offshore Corp. reported that an amendment to its Senior Secured Term Loan with Exxon Mobil Corporation became effective after all conditions, including a cash-raising requirement, were satisfied.

How did Sable Offshore Corp. meet the cash condition for the loan amendment?

The company was required to receive at least $225,000,000 in cash and satisfied this on November 12, 2025, through a $250,000,000 private placement of its common stock.

How did the amendment change Sable Offshore Corp.’s term loan maturity?

The amendment extends the term loan maturity to the earlier of March 31, 2027 or the date that falls 90 days after the first sales of hydrocarbons.

What happened to the interest rate on Sable Offshore Corp.’s Senior Secured Term Loan?

The interest rate increased from 10% per annum to 15% per annum, compounded annually, with interest payable in arrears on January 1 of each year.

Can Sable Offshore Corp. pay interest in kind under the amended term loan?

Yes. At the company’s election, accrued but unpaid interest can be deemed paid by adding it to the outstanding principal as paid-in-kind interest on each payment date.

What new liquidity covenant applies to Sable Offshore Corp. after the amendment?

The amendment adds a financial liquidity covenant requiring the company to maintain at least $25.0 million of unrestricted cash, measured at the end of each month.

Where can investors find the full text of the amended term loan for Sable Offshore Corp.?

The full text of the Second Amendment to the Senior Secured Term Loan Agreement is filed as Exhibit 99.1 to this report and incorporated by reference.