Morgan Stanley (SOC) units disclose 7.9% and 5.5% holdings in Sable Offshore

Rhea-AI Filing Summary

Morgan Stanley and its subsidiary Morgan Stanley Capital Services LLC report significant beneficial ownership of Sable Offshore Corp. common stock. Morgan Stanley reports beneficial ownership of 12,200,996 shares, representing 7.9% of the class, with 11,714,934 shares subject to shared voting power and all 12,200,996 shares subject to shared dispositive power, and no sole voting or dispositive power. Morgan Stanley Capital Services LLC reports beneficial ownership of 8,438,812 shares, representing 5.5% of the class, with shared voting and shared dispositive power over the same 8,438,812 shares and no sole powers. The filing notes that it reflects only securities beneficially owned, or deemed beneficially owned, by specified Morgan Stanley reporting units, with other operating units potentially disaggregated under SEC guidance.

Key Figures

Morgan Stanley shares beneficially owned: 12,200,996 shares Morgan Stanley percent of class: 7.9% Morgan Stanley shared voting power: 11,714,934 shares +2 more

5 metrics

Morgan Stanley shares beneficially owned 12,200,996 shares Morgan Stanley beneficial ownership of Sable Offshore Corp. common stock

Morgan Stanley percent of class 7.9% Percent of Sable Offshore Corp. common stock class beneficially owned by Morgan Stanley

Morgan Stanley shared voting power 11,714,934 shares Sable Offshore Corp. shares over which Morgan Stanley has shared voting power

MS Capital Services shares beneficially owned 8,438,812 shares Morgan Stanley Capital Services LLC beneficial ownership of Sable Offshore Corp. common stock

MS Capital Services percent of class 5.5% Percent of Sable Offshore Corp. common stock class beneficially owned by MS Capital Services

Key Terms

beneficially owned, shared voting power, shared dispositive power, parent holding company, +1 more

5 terms

beneficially owned financial

"this filing reflects the securities beneficially owned, or that may be deemed to be beneficially owned"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

shared voting power financial

"Shared Voting Power 11,714,934.00"

Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.

shared dispositive power financial

"Shared Dispositive Power 12,200,996.00"

parent holding company financial

"If a parent holding company has filed this schedule, pursuant to (ii)(G)"

broker or dealer financial

"Morgan Stanley Capital Services LLC ... 12 BD,"

A broker or dealer is a financial middleman who helps people buy and sell securities: a broker acts like a matchmaker who executes trades on behalf of a client, while a dealer buys and sells from their own inventory like a shopkeeper. Investors care because these roles affect trade prices, fees, execution speed and potential conflicts of interest—similar to choosing between a personal shopper and a retailer, which can change what you pay and how reliably you get what you want.

FAQ

What percentage of Sable Offshore Corp. (SOC) does Morgan Stanley report owning?

Morgan Stanley reports beneficial ownership of 7.9% of Sable Offshore Corp.’s common stock. This corresponds to 12,200,996 shares with shared dispositive power and 11,714,934 shares with shared voting power, and no sole voting or dispositive authority.

How many Sable Offshore Corp. (SOC) shares does Morgan Stanley Capital Services LLC hold?

Morgan Stanley Capital Services LLC reports beneficial ownership of 8,438,812 shares of Sable Offshore Corp. common stock. These shares represent 5.5% of the class and are subject to shared voting power and shared dispositive power, with no sole voting or dispositive power reported.

Does Morgan Stanley have sole voting power over any Sable Offshore Corp. (SOC) shares?

Morgan Stanley reports no sole voting power over Sable Offshore Corp. shares. Instead, it has shared voting power over 11,714,934 shares and shared dispositive power over 12,200,996 shares, indicating decisions are made jointly with other parties or units.

What does ‘beneficially owned’ mean in the Sable Offshore Corp. (SOC) 13G filing?

In this context, ‘beneficially owned’ refers to Sable Offshore Corp. shares over which Morgan Stanley units have voting or investment power. The filing clarifies it includes only certain Morgan Stanley reporting units, with other units potentially disaggregated under SEC Release No. 34-39538.

Which Morgan Stanley entities are reporting holdings in Sable Offshore Corp. (SOC)?

Two Delaware entities are reporting: Morgan Stanley and Morgan Stanley Capital Services LLC. Both list their principal business office at 1585 Broadway, New York, NY 10036 and classify themselves respectively as HC (holding company) and BD (broker-dealer).

What classifications are used for Morgan Stanley in the Sable Offshore Corp. (SOC) filing?

Morgan Stanley is classified as HC (parent holding company), while Morgan Stanley Capital Services LLC is classified as BD (broker or dealer). These designations explain why the ownership is reported under Schedule 13G, including reference to Item 7 and Exhibit 99.2.

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

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Available on EDGAR 08/13/2026 - 05:35 PM Accepted by SEC EDGAR 08/13/2026 - 05:34 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Sable Offshore Corp.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

78574H104

(CUSIP Number)

06/30/2026

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): 78574H104

1

Names of Reporting Persons

Morgan Stanley

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 11,714,934.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 12,200,996.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

12,200,996.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

7.9 %

12

Type of Reporting Person (See Instructions)

HC, CO

SCHEDULE 13G

CUSIP Number(s): 78574H104

1

Names of Reporting Persons

Morgan Stanley Capital Services LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 8,438,812.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 8,438,812.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

8,438,812.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

5.5 %

12

Type of Reporting Person (See Instructions)

BD, CO

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Sable Offshore Corp.
(b)	Address of issuer's principal executive offices: 845 TEXAS AVENUE, SUITE 2920, HOUSTON, TX, 77002
Item 2.
(a)	Name of person filing: 1: Morgan Stanley 2: Morgan Stanley Capital Services LLC
(b)	Address or principal business office or, if none, residence: 1: 1585 Broadway, New York, NY 10036 ;2: 1585 Broadway, New York, NY 10036
(c)	Citizenship: 1: Delaware 2: Delaware
(d)	Title of class of securities: Common Stock
(e)	CUSIP Number(s): 78574H104
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: See the response(s) to Item 9 on the attached cover page(s).
(b)	Percent of class: 7.9 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: See the response(s) to Item 5 on the attached cover page(s).
	(ii) Shared power to vote or to direct the vote: See the response(s) to Item 6 on the attached cover page(s).
	(iii) Sole power to dispose or to direct the disposition of: See the response(s) to Item 7 on the attached cover page(s).
	(iv) Shared power to dispose or to direct the disposition of: See the response(s) to Item 8 on the attached cover page(s).
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. See Exhibit 99.2
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11. * In Accordance with the Securities and Exchange Commission Release No. 34-39538 (January 12, 1998) (the "Release"), this filing reflects the securities beneficially owned, or that may be deemed to be beneficially owned, by certain operating units (collectively, the "MS Reporting Units") of Morgan Stanley and its subsidiaries and affiliates (collectively, "MS"). This filing does not reflect securities, if any, beneficially owned by any operating units of MS whose ownership of securities is disaggregated from that of the MS Reporting Units in accordance with the Release.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Morgan Stanley

Signature:	Claire Gordon
Name/Title:	Authorized Signatory, Morgan Stanley
Date:	08/13/2026

Morgan Stanley Capital Services LLC

Signature:	Claire Gordon
Name/Title:	Authorized Signatory, Morgan Stanley Capital Services LLC
Date:	08/13/2026

Exhibit Information

EXHIBIT NO. EXHIBITS ------------------ ------------------------------------ 99.1 Joint Filing Agreement 99.2 Item 7 Information * Attention. Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001).