Continental General Insurance Company and related entities have disclosed a significant stake in Sable Offshore Corp. They report beneficial ownership of 10,000,000 shares of Sable Offshore common stock, representing approximately 6.9% of the company’s outstanding shares.
CGIC directly owns the 10,000,000 shares. Continental Insurance Group, Ltd. is the sole owner of CGIC, Continental General Holdings LLC is the sole owner of CIG, and Michael Gorzynski is Manager of CGH, so each may be deemed to share voting and dispositive power over the same shares. The percentage is based on 144,961,796 shares outstanding as of November 19, 2025, and the group certifies the holdings are not for the purpose of changing or influencing control of Sable Offshore.
Positive
None.
Negative
None.
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, par value $0.0001 per share
(Title of Class of Securities)
78574H104
(CUSIP Number)
01/27/2026
(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)
SCHEDULE 13G
CUSIP No.
78574H104
1
Names of Reporting Persons
CONTINENTAL GENERAL INSURANCE CO
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
TEXAS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
10,000,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
10,000,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
10,000,000.00
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)
6.9 %
12
Type of Reporting Person (See Instructions)
CO
SCHEDULE 13G
CUSIP No.
78574H104
1
Names of Reporting Persons
Continental Insurance Group, Ltd.
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
10,000,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
10,000,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
10,000,000.00
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)
6.9 %
12
Type of Reporting Person (See Instructions)
CO
SCHEDULE 13G
CUSIP No.
78574H104
1
Names of Reporting Persons
Continental General Holdings 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
MICHIGAN
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
10,000,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
10,000,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
10,000,000.00
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)
6.9 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
78574H104
1
Names of Reporting Persons
Gorzynski Michael
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
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
10,000,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
10,000,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
10,000,000.00
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)
6.9 %
12
Type of Reporting Person (See Instructions)
IN
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, TEXAS 77002
Item 2.
(a)
Name of person filing:
The names of the persons filing this statement on Schedule 13G (collectively, the "Reporting Persons") are:
Continental General Insurance Company ("CGIC"),
Continental Insurance Group, Ltd. ("CIG"),
Continental General Holdings LLC ("CGH"), and
Michael Gorzynski ("Mr. Gorzynski").
(b)
Address or principal business office or, if none, residence:
The address of the principal office for Mr. Gorzynski is 595 Madison Avenue, 30th Floor, New York, NY 10022. The principal business address for each of CGIC, CIG and CGH is 11001 Lakeline Blvd., Ste. 120, Austin, TX 78717.
(c)
Citizenship:
CGH is a Michigan limited liability company. CIG is a Delaware corporation. CGIC is a Texas domiciled life and health insurance company. Mr. Gorzynski is a citizen of the United States and Poland.
(d)
Title of class of securities:
Common Stock, par value $0.0001 per share
(e)
CUSIP No.:
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:
As of the date hereof:
(i) CGIC directly beneficially owned 10,000,000 shares of Common Stock, par value $0.0001 per share, of the Issuer (the "Shares").
(ii) As the sole owner of CGIC, CIG may be deemed to beneficially own the 10,000,000 Shares beneficially owned by CGIC.
(iii) As the sole owner of CIG, CGH may be deemed to beneficially own the 10,000,000 Shares beneficially owned by CGIC.
(iv) As Manager of CGH, Mr. Gorzynski may be deemed to beneficially own the 10,000,000 Shares beneficially owned by CGIC.
(b)
Percent of class:
The following percentages are based on 144,961,796 Shares outstanding as of November 19, 2025, which is the total number of Shares outstanding as reported in the Issuer's Registration Statement on Form S-3 filed with the Securities and Exchange Commission on December 3, 2025.
As of the date hereof:
(i) CGIC may be deemed to own approximately 6.9% of the outstanding Shares;
(ii) CIG may be deemed to beneficially own approximately 6.9% of the outstanding Shares;
(iii) CGH may be deemed to beneficially own approximately 6.9% of the outstanding Shares; and
(iv) Mr. Gorzynski may be deemed to beneficially own approximately 6.9% of the outstanding Shares.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See Cover Pages Items 5-9.
(ii) Shared power to vote or to direct the vote:
See Cover Pages Items 5-9.
(iii) Sole power to dispose or to direct the disposition of:
See Cover Pages Items 5-9.
(iv) Shared power to dispose or to direct the disposition of:
See Cover Pages Items 5-9.
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.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(K), so indicate under Item 3(k) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
See Exhibit 99.1.
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 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.
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.
CONTINENTAL GENERAL INSURANCE CO
Signature:
/s/ Michael Gorzynski
Name/Title:
Michael Gorzynski, Executive Chairman
Date:
02/03/2026
Continental Insurance Group, Ltd.
Signature:
/s/ Michael Gorzynski
Name/Title:
Michael Gorzynski, Chairman & President
Date:
02/03/2026
Continental General Holdings LLC
Signature:
/s/ Michael Gorzynski
Name/Title:
Michael Gorzynski, Manager
Date:
02/03/2026
Gorzynski Michael
Signature:
/s/ Michael Gorzynski
Name/Title:
Michael Gorzynski
Date:
02/03/2026
Exhibit Information
99.1 - Joint Filing Agreement, dated February 3, 2026.
What stake in Sable Offshore Corp. (SOC) is reported in this Schedule 13G?
The filing reports beneficial ownership of 10,000,000 shares of Sable Offshore common stock. This stake represents approximately 6.9% of the company’s outstanding shares, based on 144,961,796 shares outstanding as of November 19, 2025, from a prior registration statement.
Who are the reporting persons in the Sable Offshore (SOC) Schedule 13G?
The reporting persons are Continental General Insurance Company, Continental Insurance Group, Ltd., Continental General Holdings LLC, and Michael Gorzynski. They are linked through a control chain, with CGIC directly holding the shares and the others deemed beneficial owners through ownership and management roles.
How is ownership of Sable Offshore (SOC) shares structured among the Continental entities?
Continental General Insurance Company directly owns the 10,000,000 Sable Offshore shares. Continental Insurance Group, Ltd. owns CGIC, Continental General Holdings LLC owns CIG, and Michael Gorzynski is Manager of CGH, so each may be deemed to beneficially own the same block of shares.
What percentage of Sable Offshore (SOC) does the reported 10,000,000-share position represent?
The 10,000,000 shares represent approximately 6.9% of Sable Offshore’s common stock. This is calculated using 144,961,796 shares outstanding as of November 19, 2025, as reported in the company’s Form S-3 registration statement filed December 3, 2025.
Is the Sable Offshore (SOC) 13G filing intended to influence control of the company?
The reporting persons certify the securities were not acquired and are not held for the purpose of changing or influencing control of Sable Offshore. They also state the holdings are not part of any transaction having that purpose, other than activities solely related to a nomination under Rule 14a-11.
When did the ownership event triggering this Sable Offshore (SOC) Schedule 13G occur?
The date of the event requiring the Schedule 13G filing is January 27, 2026. This date marks when the ownership position met the threshold for reporting, and the subsequent filing formally discloses the 6.9% beneficial stake to the market.
