Sable Offshore (SOC) COO sells shares to cover restricted stock tax

Rhea-AI Filing Summary

Sable Offshore Corp. President and COO James Caldwell disposed of 279,081 shares of Common Stock at $16.6893 per share on March 31, 2026. According to the disclosure, these shares were sold solely to cover tax withholding obligations related to the vesting of restricted stock, making this a compensation-driven, non-discretionary transaction rather than a typical open-market sale.

After the transaction, Caldwell directly holds 442,794 shares of Sable Offshore Corp. common stock and indirectly holds 417,000 shares through a Family LLC, indicating he retains a substantial equity position in the company.

Insider Trade Summary

Net Seller: 279,081 shares ($4,657,667)

Net Sell 2 txns

Insider Flores James Caldwell

Role President, COO

Sold 279,081 shs ($4.66M)

Type	Security	Shares	Price	Value
Sale	Common Stock	279,081	$16.6893	$4.66M
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 442,794 shares (Direct); Common Stock — 417,000 shares (Indirect, By Family LLC)

Footnotes (1)

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Key Figures

Shares disposed: 279,081 shares Sale price per share: $16.6893 per share Direct holdings after transaction: 442,794 shares +1 more

4 metrics

Shares disposed 279,081 shares Common Stock sold March 31, 2026

Sale price per share $16.6893 per share Price for 279,081 shares disposed

Direct holdings after transaction 442,794 shares Common Stock directly owned post-transaction

Indirect holdings via Family LLC 417,000 shares Common Stock held indirectly by Family LLC

Key Terms

restricted stock, tax withholding obligations, indirect, Family LLC, +1 more

5 terms

restricted stock financial

"in connection with the vesting of restricted stock"

Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.

tax withholding obligations financial

"shares sold by the Reporting Person to cover tax withholding obligations"

indirect financial

"total_shares_following_transaction": "417000.0000", "direct_or_indirect": "I""

Family LLC financial

""nature_of_ownership": "By Family LLC""

open-market sale financial

""transaction_action": "open-market sale""

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

Form 4 Insider Transactions: What Each Field Means →

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)
03/31/2026

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/31/2026		S(1)		279,081	D	$16.6893	442,794	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

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

Remarks:

	/s/ Gregory D. Patrinely, Attorney-in-Fact	04/02/2026
	** 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)

FAQ

What insider transaction did Sable Offshore Corp. (SOC) report for James Caldwell?

Sable Offshore Corp. reported that President and COO James Caldwell disposed of 279,081 shares of Common Stock on March 31, 2026. The filing states this sale was made to cover tax withholding obligations from vesting restricted stock, rather than a discretionary open-market sale.

Why did SOC executive James Caldwell sell 279,081 shares of stock?

The shares were sold to cover tax withholding obligations arising from the vesting of restricted stock. This means the disposition was tied to compensation and tax requirements, not a voluntary decision to reduce his investment or change exposure to Sable Offshore Corp. shares.

At what price were the Sable Offshore Corp. shares sold by James Caldwell?

The 279,081 shares of Sable Offshore Corp. Common Stock were sold at $16.6893 per share. This price reflects the transaction value used to cover tax withholding obligations related to restricted stock vesting as disclosed in the Form 4 filing’s footnote.

How many Sable Offshore Corp. shares does James Caldwell hold after this transaction?

After the transaction, James Caldwell directly holds 442,794 shares of Sable Offshore Corp. Common Stock. The filing also shows an additional 417,000 shares held indirectly through a Family LLC, indicating a significant ongoing ownership stake in the company.

What is the significance of the Family LLC in SOC insider holdings?

The Form 4 notes an indirect holding of 417,000 Sable Offshore Corp. shares labeled “By Family LLC.” This indicates a separate entity associated with the executive holds additional shares, expanding the total equity exposure beyond his directly owned 442,794 shares after the reported transaction.

Does the SOC Form 4 suggest routine tax withholding or a discretionary stock sale?

The Form 4 footnote explicitly states the sale represents shares sold to cover tax withholding obligations for vested restricted stock. This characterization points to a routine, compensation-related tax event rather than a discretionary open-market decision to reduce holdings in Sable Offshore Corp.