Sable Offshore Corp. Reports Material Event

Accepted by SEC EDGAR 12/17/2025 - 05:26 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

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.

Insights

Energy regulation analyst

PHMSA confirms federal interstate oversight and active status for Sable Offshore’s Santa Ynez–Pentland pipeline system.

Sable Offshore Corp. received written confirmation from the U.S. Department of Transportation’s Pipeline and Hazardous Materials Safety Administration that its pipeline linking the Santa Ynez Unit to the Pentland Station terminal in Kern County, California is an interstate pipeline facility under the Pipeline Safety Act. Under that statute, PHMSA is vested with exclusive regulatory authority over interstate pipelines, so this defines the primary regulatory framework for this line.

PHMSA further indicated that it considers the company’s pipeline system connecting the Santa Ynez Unit to Pentland Station to be an “active” pipeline according to its regulations. The disclosure highlights these regulatory classifications and includes PHMSA’s determination letter as an exhibit, emphasizing the formal recognition of both interstate status and active status for this pipeline system.

8-K Event Classification

2 items: 7.01, 9.01

2 items

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

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FALSE000183148100018314812025-12-172025-12-17

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________________

FORM 8-K

_________________________

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): December 17, 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. ☐

Item 7.01    Regulation FD Disclosure.

On December 17, 2025, the U.S. Department of Transportation’s Pipeline and Hazardous Materials Safety Administration (“PHMSA”) notified Sable Offshore Corp. (the “Company”) that it confirms the Company’s November 26, 2025 determination that the Company’s pipeline connecting the Santa Ynez Unit to the Pentland Station terminal in Kern County, California constitutes an interstate pipeline facility under the Pipeline Safety Act, pursuant to which PHMSA is vested with exclusive regulatory authority over interstate pipelines. In its notification, PHMSA additionally states that it considers the Company’s pipeline system connecting the Santa Ynez Unit to the Pentland Station terminal in Kern County, California to be an “active” pipeline according to PHMSA regulations. The letter from PHMSA to the Company is attached as Exhibit 99.1.

The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.						Description of Exhibits
99.1						PHMSA Determination of Interstate Classification, dated December 17, 2025
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:

December 17, 2025

By:

/s/ Gregory D. Patrinely

Name:

Gregory D. Patrinely

Title:

Executive Vice President and Chief Financial Officer