Sable Offshore Corp. SEC Filings

Sable Offshore Corp. is offering 32,467,533 shares of common stock and $300,000,000 aggregate principal of 6.5% convertible senior notes due 2031 as set forth in a pricing term sheet and preliminary prospectus supplements dated June 30, 2026. The Common Stock is priced at $3.08 per share and the Notes are being offered at 100% of principal with an initial conversion price of approximately $4.00 per share. These transactions are cross‑conditioned with entry into new senior secured credit facilities (including a $675.0M Term Loan B and a senior revolver) and a refinancing of the existing senior secured term loan; each transaction will occur only if all are completed. The pricing term sheet discloses estimated net proceeds, optional note repurchase and redemption mechanics, an increased conversion rate table tied to make‑whole fundamental changes, and multiple pending regulatory, civil and administrative matters related to pipeline restart, permitting and litigation.

Sable Offshore Corp. is offering $300,000,000 aggregate principal amount of convertible senior notes due 2031, with an underwriter option for up to an additional $45,000,000 to cover over‑allotments.

The offering is conditioned on a concurrent $100.0 million common stock offering (plus a $15.0 million option) and entry into new senior secured credit facilities including a $675.0 million Term Loan B and a $500.0 million Senior Revolver. The Term Loan B bears 15.00% interest and matures on December 15, 2028. Conversions may be settled in cash, stock or a combination, and the initial conversion rate and interest rate are stated in the prospectus supplement. Completion of the Transactions is cross‑conditioned.

Sable Offshore Corp. is offering $100,000,000 of Common Stock (NYSE: SOC) in a primary registered offering described in this preliminary prospectus supplement, subject to completion. The offering is cross‑conditioned on a Concurrent Notes Offering (up to $300,000,000 plus a $45,000,000 option) and on entry into new senior secured credit facilities, including a proposed $675,000,000 Term Loan B and a $500,000,000 senior secured revolver (initially subject to a zero borrowing base).

The company intends to use proceeds, together with proceeds of the Concurrent Notes Offering and Term Loan B borrowings, to repay its Existing Senior Secured Term Loan and fund transaction fees and general corporate purposes. Operationally, as of June 18, 2026, 52 of 77 completed wells at Platforms Harmony and Heritage were online producing approximately 43,000 gross barrels of oil per day. Completion of the financing package and closing of these interdependent transactions are conditions to this offering.

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.

Sable Offshore Corp. announced it is launching a proposed New Senior Secured Term Loan facility with an aggregate principal amount of up to $1.0 billion. The company expects this new loan to replace its existing senior secured term loan with Exxon Mobil Corporation.

Sable plans to use proceeds from the new facility, together with expected additional unsecured capital markets solutions, to repay the existing term loan, cover transaction fees and expenses, and meet contractual performance bonding obligations. Closing of the new facility will depend on market conditions, negotiation of definitive documents, and satisfaction of customary closing conditions.

Sable Offshore Corp. reported the results of its 2026 Annual Meeting of Stockholders held on June 10, 2026. Stockholders elected Gregory P. Pipkin as a Class II director to serve until the 2029 annual meeting, with 78,146,530 votes for, 1,507,507 against, 15,327 abstentions and 20,452,967 broker non-votes.

Stockholders also ratified the appointment of Ham, Langston & Brezina, L.L.P. as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, with 115,162,359 votes for, 28,522 against and 243,667 abstentions.

Sable Offshore Corp. released a detailed investor presentation and an independent reserve report for its Santa Ynez Unit (SYU) offshore California. The materials outline a large resource base, development plans, financial guidance and recent federal actions supporting continued operations.

Management estimates SYU holds 659 MMBoe of net estimated reserves with a PV-10 of $6,074MM at Brent strip pricing, and targets fully ramped gross production of about 62,000 Boe per day across its three platforms. Updated guidance for 2027 and 2028 calls for net production of 47.5–52.5 MBoe per day, largely oil, with low-cost workovers and perforation adds designed to maintain proved developed producing reserves.

The company projects 2027 adjusted EBITDA of $738–$985MM and unlevered free cash flow of $639–$866MM, and is pursuing a refinancing of its Exxon term loan ahead of its June 2026 maturity. The reserve engineers’ letter from Netherland, Sewell & Associates independently estimates proved, probable and possible developed reserves and future revenue as of May 31, 2026, using SEC-compliant methodology and constant prices.

Sable Offshore Corp. ownership update: Alyeska Investment Group, L.P., Alyeska Fund GP, LLC and Anand Parekh report beneficial ownership of 2,689,789 shares of common stock, representing 1.83% of the class as of March 31, 2026.

The filing states shared voting and shared dispositive power over those 2,689,789 shares. The excerpt cites 147,244,086 shares outstanding per the Form 10-K dated February 27, 2026. The filing is a joint Schedule 13G/A; Mr. Parekh is named as a potential beneficial owner but disclaims beneficial ownership in the accompanying exhibit language.

Sable Offshore Corp. reports a disclosed beneficial ownership position. As of the close of business on March 31, 2026, Continental General Insurance Company and related reporting persons beneficially owned 13,705,110 shares of Common Stock. The percentage is reported as 9.3%, based on 147,244,086 Shares outstanding as of February 26, 2026.

The filing clarifies the ownership chain: CGIC directly holds the shares; Continental Insurance Group, Ltd., Continental General Holdings LLC, and Michael Gorzynski are deemed to beneficially own the same block through ownership/manager roles. The cover page shows shared voting and dispositive power of 13,705,110 shares for these reporting persons.