Were the Sable Offshore (SOC) insider share sales part of tax withholding for RSUs?

Yes. A filing footnote states the reported share sales were executed to cover tax withholding obligations triggered by the vesting of restricted stock units. This means the transactions were linked to compensation-related tax requirements rather than purely discretionary portfolio trades.

SOC COO exercises RSUs, sells shares for taxes

Sable Offshore Corp. President and COO Flores James Caldwell reported multiple equity transactions involving restricted stock units and common stock.

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)How Sentiment works

Sentiment and the balance of points

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Form Type

Rhea-AI Filing Summary

Sable Offshore Corp. President and COO Flores James Caldwell reported multiple equity transactions involving restricted stock units and common stock. On April 28 and 29, he exercised a total of 200,000 restricted stock units, converting them into the same number of common shares at a stated price of $0.0000 per share. He then sold a combined 80,054 common shares on the open market at weighted average prices of $13.3288 and $13.5639, with a footnote stating these sales were made to cover tax withholding obligations related to the RSU vesting. Following these transactions, he holds 562,740 common shares directly and 417,000 common shares indirectly through a family LLC.

Insider Trade Summary

Exercise and sale activity reported; no spread calculated

Exercise and Sale 7 txns

Insider Flores James Caldwell

Role President, COO

Sold 80,054 shs ($1.08M)

Approx. gross sale proceeds $1.08M

Approx. exercise cost $0.00

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	100,000	$0.00	$0.00
Exercise	Common Stock	100,000	$0.00	$0.00
Sale	Common Stock	39,311	$13.5639	$533K
Exercise	Restricted Stock Units	100,000	$0.00	$0.00
Exercise	Common Stock	100,000	$0.00	$0.00
Sale	Common Stock	40,743	$13.3288	$543K
holding	Common Stock	--	--	--

Holdings After Transaction: Restricted Stock Units — 800,000 contracts (Direct); Common Stock — 562,740 shares (Direct); Common Stock — 417,000 shares (Indirect, By Family LLC)

Footnotes (4)

F1. Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's Common Stock.
F2. The sale reported herein represents shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of restricted stock units.
F3. The price reported in Column 4 is a weighted average price. The Common Stock was sold in multiple transactions within a dollar price range. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of Common Stock sold at each separate price.
F4. The RSUs vest in five equal annual installments.

Key Figures

Shares sold: 80,054 shares RSUs exercised: 200,000 units Sale price April 28: $13.3288 per share +3 more

6 metrics

Shares sold 80,054 shares Common stock sales on April 28–29, 2026

RSUs exercised 200,000 units Restricted stock units converted to common stock

Sale price April 28 $13.3288 per share Weighted average price for common stock sold

Sale price April 29 $13.5639 per share Weighted average price for common stock sold

Direct holdings after transactions 562,740 shares Common stock held directly by Caldwell after April 29, 2026

Indirect holdings 417,000 shares Common stock held indirectly via family LLC

Key Terms

restricted stock unit, tax withholding obligations, weighted average price, indirect, +1 more

5 terms

restricted stock unit financial

"Each restricted stock unit ("RSU") represents a contingent right to receive one share"

A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.

tax withholding obligations financial

"shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting"

weighted average price financial

"The price reported in Column 4 is a weighted average price."

Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

indirect financial

"Common Stock ... ownership_type": "indirect", "nature_of_ownership": "By Family LLC""

derivative exercise/conversion financial

"transaction_action": "derivative exercise/conversion", "transaction_code_description": "Exercise or conversion of derivative security""

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did SOC President and COO Flores James Caldwell report?

Flores James Caldwell reported exercising 200,000 restricted stock units into common stock and selling 80,054 common shares. The filing notes these sales were to satisfy tax withholding obligations arising from the vesting of his RSUs, rather than discretionary open-market selling.

How many Sable Offshore (SOC) shares did the insider sell and at what prices?

The insider sold a total of 80,054 Sable Offshore common shares. The reported weighted average sale prices were $13.3288 per share on April 28 and $13.5639 per share on April 29, with detailed trade breakdowns available from the company or the SEC upon request.

How many Sable Offshore (SOC) restricted stock units did Caldwell vest and convert?

Caldwell exercised a total of 200,000 restricted stock units into 200,000 common shares over April 28 and 29. Each RSU represents a contingent right to receive one share of common stock, and the RSUs vest in five equal annual installments according to the filing.

What are Flores James Caldwell’s Sable Offshore (SOC) shareholdings after these transactions?

After the reported transactions, Caldwell holds 562,740 Sable Offshore common shares directly. He also has an indirect position of 417,000 common shares held through a family LLC, giving him substantial ongoing exposure to the company’s equity according to this filing.

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

Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 04/30/2026 - 09:20 PM

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Flores James Caldwell

(Last)

(First)

(Middle)

C/O SABLE OFFSHORE CORP.

845 TEXAS AVE., SUITE 2920

(Street)

HOUSTON

TEXAS

77002

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Sable Offshore Corp. [ SOC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President, COO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/28/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/28/2026		M		100,000	A	⁽¹⁾	542,794	D
Common Stock	04/28/2026		S⁽²⁾		40,743	D	$13.3288⁽³⁾	502,051	D
Common Stock	04/29/2026		M		100,000	A	⁽¹⁾	602,051	D
Common Stock	04/29/2026		S⁽²⁾		39,311	D	$13.5639⁽³⁾	562,740	D
Common Stock								417,000	I	By Family LLC

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽¹⁾	04/28/2026		M			100,000	⁽⁴⁾	⁽⁴⁾	Common Stock	100,000	$0	900,000	D
Restricted Stock Units	⁽¹⁾	04/29/2026		M			100,000	⁽⁴⁾	⁽⁴⁾	Common Stock	100,000	$0	800,000	D

Explanation of Responses:

1. Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's Common Stock.

2. The sale reported herein represents shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of restricted stock units.

3. The price reported in Column 4 is a weighted average price. The Common Stock was sold in multiple transactions within a dollar price range. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of Common Stock sold at each separate price.

4. The RSUs vest in five equal annual installments.

Remarks:

	/s/ Gregory D. Patrinely, Attorney-in-Fact	04/30/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR