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  4. [8-K] Sable Offshore Corp. Reports Material Event

Sable Offshore (NYSE: SOC) pays Exxon $30M for loan extension and waivers

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Sable Offshore Corp. entered into an amendment to its Senior Secured Term Loan with Exxon Mobil, extending the loan’s maturity to the earlier of July 24, 2026 or an event of default. The company will pay Exxon a $30.0 million amendment fee and obtained a temporary waiver of its P&A Financial Security requirement under the purchase and sale agreement with Exxon and MPPC. Exxon also agreed to suspend the $25.0 million minimum liquidity covenant until the amended maturity date. Sable now plans to size its proposed new senior secured term loan at up to $775.0 million, with proceeds, alongside additional unsecured capital markets solutions, intended to refinance the existing term loan and cover transaction costs, subject to market conditions and definitive documentation.

Positive

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Insights

Sable buys time on Exxon-backed debt while planning a large refinancing.

Sable Offshore and Exxon Mobil amended the Senior Secured Term Loan to push the maturity out to the earlier of July 24, 2026 or an event of default. In exchange, Sable owes a $30.0 million amendment fee and received a temporary waiver of its P&A Financial Security obligations under the PSA.

The amendment also suspends a $25.0 million minimum liquidity covenant until the new maturity, easing short-term liquidity constraints. Sable now targets a New Senior Secured Term Loan of up to $775.0 million, plus incremental unsecured capital, mainly to refinance the existing facility and pay fees and expenses.

Execution risk remains because the new financing is subject to market conditions, negotiation of definitive documents and customary closing conditions, and the company notes there can be no assurance the transaction will close. Future disclosures around the New Senior Secured Term Loan’s final size, terms and closing status will shape the longer-term leverage and liquidity profile.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
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, and exhibit attachments filed with this report.
Amendment fee to Exxon $30.0 million Payable on June 22, 2026 under the loan amendment
Minimum liquidity covenant $25.0 million Covenant suspended and waived until amended maturity
Extended loan maturity date July 24, 2026 Senior Secured Term Loan matures at this date or on event of default
Proposed New Senior Secured Term Loan size Up to $775.0 million Target size after Limited Waiver under PSA
P&A Financial Security waiver end date December 22, 2028 One of the endpoints for the Limited Waiver under the PSA
Senior Secured Term Loan financial
"entered into an amendment to the Senior Secured Term Loan Agreement (the “Senior Secured Term Loan”)"
A senior secured term loan is a type of borrowing where a company borrows money and promises to pay it back over a fixed period, with the loan secured by the company's assets as collateral. Because it is "senior," it has priority over other debts if the company faces financial trouble, and being "secured" means lenders have a claim on specific assets. For investors, this makes the loan a safer and more predictable investment compared to unsecured or subordinate debts.
P&A Financial Security financial
"waive the requirement for the Company to provide P&A Financial Security (as defined in the PSA)"
Limited Waiver financial
"agreed to a limited waiver of the Company’s P&A Financial Security obligations in Section 11.18 (c) (the “Limited Waiver”)"
minimum liquidity covenant financial
"Exxon agrees to suspend and waive the minimum liquidity covenant of $25.0 million"
A minimum liquidity covenant is a clause in a loan or bond agreement that requires the borrower to keep a certain amount of cash or easily sold assets on hand, like an agreed emergency fund. It matters to investors because it protects lenders and other creditors by reducing the chance of missed payments; falling below the required level can trigger penalties, default, or demands for extra collateral, which can affect a company’s borrowing costs and equity value.
unsecured capital markets solutions financial
"the Company still intends to pursue incremental unsecured capital markets solutions"
Financing or instruments a company uses to raise money without pledging specific assets as collateral, such as unsecured bonds, commercial paper, or certain loans and equity-linked securities. Investors should care because unsecured instruments rely on the issuer’s overall creditworthiness rather than a pledged asset; like lending to someone based on their reputation instead of holding a valuable item as security, that raises risk and usually requires higher returns and closer attention to the issuer’s financial health.
Event of Default financial
"acceleration of the Senior Secured Term Loan following any Event of Default as defined therein"
An event of default is a specific breach of a loan or bond agreement—such as missed payments or breaking agreed rules—that gives lenders the legal right to act, for example by demanding immediate repayment, seizing collateral, or accelerating other obligations. For investors, it’s a red flag because it can sharply reduce a company’s ability to operate or raise money, like a car lender repossessing a vehicle after missed payments, and often leads to falling share or bond prices.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Understanding 8-K Material Events →
FALSE000183148100018314812026-06-222026-06-22

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): June 22, 2026
___________________________________
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 $0.0001SOCNew 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 1.01    Entry into a Material Definitive Agreement.
On June 22, 2026, Sable Offshore Corp. (the “Company”) announced that the Company and Exxon Mobil Corporation (“Exxon”) entered into an amendment (the “Amendment”) to the Senior Secured Term Loan Agreement (the “Senior Secured Term Loan”) to, among other things, extend the Maturity Date, and agreed to a limited waiver of the Company’s P&A Financial Security obligations in Section 11.18 (c) (the “Limited Waiver”) of the Company’s November 1, 2022 Purchase and Sale Agreement (the “PSA”) with Exxon and Mobil Pacific Pipeline Company (“MPPC” and, together with Exxon , the “Sellers”).
The Amendment extends the Maturity Date of the Senior Secured Term Loan to the earlier to occur of (a) July 24, 2026, and (b) the acceleration of the Senior Secured Term Loan following any Event of Default as defined therein.
The Limited Waiver states that the Company and the Sellers have agreed to temporarily waive the requirement for the Company to provide P&A Financial Security (as defined in the PSA) within three Business Days of the Maturity Date until the earlier of (A) December 22, 2028, (B) the date on which the new money secured financing to be entered into prior to the Maturity Date for the primary purposes of refinancing the Senior Secured Term Loan is redeemed, repaid or otherwise refinanced, or (C) the date on which any Event of Default has occurred and is continuing under the Senior Secured Term Loan, or any Financing Document (as defined in the Senior Secured Term Loan) or any breach or default under any other contractual obligation to Sellers or their affiliates.
Pursuant to the Amendment, the Company agrees to pay Exxon a $30.0 million amendment fee on June 22, 2026. Additionally, Exxon agrees to suspend and waive the minimum liquidity covenant of $25.0 million introduced in the Second Amendment of the Senior Secured Term Loan until the amended Maturity Date.
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 10.1 to this Current Report on Form 8-K and incorporated into this Item 1.01 by reference.
Item 7.01    Regulation FD Disclosure.
On June 22, 2026, the Company issued a press release announcing the Amendment with Exxon. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
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, or the Exchange Act.
Forward-Looking Statements
The information in this Current Report on Form 8-K include “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. When used in this Current Report on Form 8-K, the words “could,” “should,” “will,” “may,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” “continue,” “plan,” “forecast,” “predict,” “potential,” “future,” “outlook,” and “target,” the negative of such terms and other similar expressions are intended to identify forward- looking statements, although not all forward-looking statements will contain such identifying words. These statements are based on the current beliefs and expectations of Sable’s management and are subject to significant risks and uncertainties. Actual results may differ materially from those described in the forward-looking statements. Factors that could cause Sable’s actual results to differ materially from those described in the forward-looking statements include: the marketing, negotiation and consummation of the New Senior Secured Term Loan, the use of proceeds from the New Senior Secured Term Loan and any expectation regarding timing of the closing of the New Senior Secured Term Loan; availability of future financing; our ability to consummate a debt refinancing of our Existing Senior Secured Term Loan and the timing and terms thereof; our financial performance; global economic conditions and inflation; increased operating costs; lack of availability of drilling and production equipment, supplies, services and qualified personnel; geographical concentration of operations; environmental and weather risks; regulatory changes and uncertainties; litigation, complaints and/or adverse publicity; privacy and data protection laws, privacy or data breaches, or loss of data; our ability to comply with laws and regulations applicable to our business; and other one-time events and other factors that can be found in Sable’s Annual Report on Form 10-K for the year ended December 31, 2025, which is filed with the Securities and Exchange Commission and is available on Sable’s website (www.sableoffshore.com) and on the Securities and Exchange Commission’s website (www.sec.gov). Except as required by applicable law, Sable undertakes no obligation to publicly release the result of any


revisions to these forward-looking statements to reflect the impact of events or circumstances that may arise after the date of this Current Report on Form 8-K.
Item 9.01    Financial Statements and Exhibits.
(d) Exhibits:

Exhibit No.Description of Exhibits
10.1
Third Amendment to Senior Secured Term Loan Agreement and Limited Waiver to Purchase and Sale Agreement, dated June 22, 2026.
99.1
Press release of Sable Offshore Corp., dated June 22, 2026.
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 thereunto duly authorized.


Sable Offshore Corp.
Date:June 22, 2026
By:
/s/ Gregory D. Patrinely
Name:
Gregory D. Patrinely
Title:
Executive Vice President and Chief Financial Officer


Exhibit 99.1
Sable Offshore Corp. Enters Into Senior Secured Term Loan Amendment and Limited Waiver Under the PSA
Houston, June 22, 2026 – Sable Offshore Corp. (NYSE: SOC, “Sable”, or the “Company”) today announced that the Company and Exxon Mobil Corporation (“Exxon”) entered into an amendment (the “Amendment”) to the Senior Secured Term Loan Agreement (the “Senior Secured Term Loan”) to, among other things, extend the Maturity Date, and agreed to a limited waiver of the Company’s P&A Financial Security obligations in Section 11.18 (c) (the “Limited Waiver”) of the Company’s November 1, 2022 Purchase and Sale Agreement (the “PSA”) with Exxon and Mobil Pacific Pipeline Company (“MPPC” and, together with Exxon , the “Sellers”).
The Amendment extends the Maturity Date of the Senior Secured Term Loan to the earlier to occur of (a) July 24, 2026, and (b) the acceleration of the Senior Secured Term Loan following any Event of Default as defined therein.
The Limited Waiver states that the Company and the Sellers have agreed to temporarily waive the requirement for the Company to provide P&A Financial Security (as defined in the PSA) within three Business Days of the Maturity Date until the earlier of (A) December 22, 2028, (B) the date on which the new money secured financing to be entered into prior to the Maturity Date for the primary purposes of refinancing the Senior Secured Term Loan is redeemed, repaid or otherwise refinanced, or (C) the date on which any Event of Default has occurred and is continuing under the Senior Secured Term Loan, or any Financing Document (as defined in the Senior Secured Term Loan) or any breach or default under any other contractual obligation to Sellers or their affiliates.
Pursuant to the Amendment, the Company agrees to pay Exxon a $30.0 million amendment fee on June 22, 2026. Additionally, Exxon agrees to suspend and waive the minimum liquidity covenant of $25.0 million introduced in the Second Amendment of the Senior Secured Term Loan until the amended Maturity Date.
As a result of the Limited Waiver under the PSA, the Company intends to reduce the proposed size of the previously announced New Senior Secured Term Loan to up to $775.0 million. Additionally, the Company still intends to pursue incremental unsecured capital markets solutions. JPMorgan Chase Bank, N.A. is expected to be administrative agent under the New Senior Secured Term Loan. The Company intends to use the proceeds from the New Senior Secured Term Loan, together with the proceeds of the expected additional unsecured capital markets solutions, to fund the repayment of the Existing Senior Secured Term Loan and to pay transaction fees and expenses.
There can be no assurances that the Company will be successful in its marketing efforts or that it will be able to enter into the New Senior Secured Term Loan. Closing of the New Senior Secured Term Loan is subject to market conditions, as well as the negotiation and execution of definitive documents and the satisfaction of customary closing conditions.
About Sable
Sable Offshore Corp. is an independent oil and gas company, headquartered in Houston, Texas, focused on responsibly developing the Santa Ynez Unit in federal waters offshore California. The Sable team has extensive experience safely operating in California.

Forward-Looking Statements
The information in this press release include “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. When used in this press release, the words “could,” “should,” “will,” “may,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” “continue,” “plan,” “forecast,” “predict,” “potential,” “future,” “outlook,” and “target,” the negative of such terms and other similar expressions are intended to identify forward- looking statements, although not all forward-looking statements will contain such identifying words. These statements are based on the current beliefs and expectations of Sable’s management and are subject to significant risks and uncertainties. Actual results may differ materially from those described in the forward-looking statements. Factors that could cause Sable’s actual results to differ materially from those described in the forward-looking statements include: the marketing, negotiation and consummation of the New Senior Secured Term Loan, the use of proceeds from the New Senior Secured Term Loan and any expectation regarding timing of the closing of the New Senior Secured Term Loan; availability of future financing, including additional unsecured capital markets solutions; our ability to consummate a refinancing of our Existing Senior Secured Term Loan and the timing and terms thereof; our financial performance; global economic conditions and inflation; increased operating costs; lack
1

of availability of drilling and production equipment, supplies, services and qualified personnel; geographical concentration of operations; environmental and weather risks; regulatory changes and uncertainties; litigation, complaints and/or adverse publicity; privacy and data protection laws, privacy or data breaches, or loss of data; our ability to comply with laws and regulations applicable to our business; and other one-time events and other factors that can be found in Sable’s Annual Report on Form 10-K for the year ended December 31, 2025, which is filed with the Securities and Exchange Commission and is available on Sable’s website (www.sableoffshore.com) and on the Securities and Exchange Commission’s website (www.sec.gov). Except as required by applicable law, Sable undertakes no obligation to publicly release the result of any revisions to these forward-looking statements to reflect the impact of events or circumstances that may arise after the date of this press release.

Contacts
Investor Contact:
Harrison Breaud
Vice President, Finance & Investor Relations
IR@sableoffshore.com
713-579-8111
2

Source: View Original Filing on SEC EDGAR

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