Document

424B5 1 a424b5-finalprosuppxxcommo.htm 424B5 Document

Filed Pursuant to Rule 424(b)(5)

Registration No. 333-286675

Prospectus Supplement to Prospectus dated May 1, 2025

32,467,533 Shares of Common Stock

32,467,533 Shares of Common Stock

This is an offering of 32,467,533 of shares of common stock, $0.0001 par value (“Common Stock”) by Sable Offshore Corp. (“we,” “our,” “us,” and the “Company”). You should read this prospectus supplement, the accompanying prospectus and the documents incorporated be reference therein carefully before you invest in our securities.

Our Common Stock is listed on The New York Stock Exchange (“NYSE”) under the symbol “SOC.” The last reported sale price of our Common Stock on June 29, 2026, was $6.97.

Investing in our Common Stock involves significant risks. See “Risk Factors” beginning on page S-18 of this prospectus supplement and in the documents incorporated by reference in this prospectus supplement. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or any accompanying prospectus is accurate or complete. Any representation to the contrary is a criminal offense.


	Per Share		Total
Public offering price	$	3.08	$	100,000,001.64
Underwriting discounts and commissions	$	0.154	$	5,000,000.08
Proceeds, before expenses to us	$	2.926	$	95,000,001.56

We have granted the underwriters an option for a period of 30 days from the date of this prospectus supplement to purchase up to an additional 4,870,129 shares of our Common Stock solely to cover over-allotments. If the underwriters exercise the option in full, the total underwriting discounts and commissions payable by us will be $5,749,999.95, and the total proceeds to us, before expenses, will be $109,249,999.01.

The underwriters expect to deliver the shares on or about, July 2, 2026.


J.P. Morgan

June 30, 2026


ABOUT THIS PROSPECTUS SUPPLEMENT			S-ii
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS			S-iv
PROSPECTUS SUPPLEMENT SUMMARY			S-1
THE OFFERING			S-17
RISK FACTORS			S-18
USE OF PROCEEDS			S-31
DIVIDEND POLICY			S-32
DILUTION			S-33
CAPITALIZATION			S-34
DESCRIPTION OF OTHER INDEBTEDNESS			S-35
DESCRIPTION OF CAPITAL STOCK			S-38
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS			S-41
THE CONCURRENT NOTES OFFERING			S-45
UNDERWRITING			S-46
LEGAL MATTERS			S-54
EXPERTS			S-54
WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE			S-55


ABOUT THIS PROSPECTUS			1
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS			2
WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE			4
THE COMPANY			6
RISK FACTORS			9
USE OF PROCEEDS			10
DESCRIPTION OF CAPITAL STOCK			11
DESCRIPTION OF DEBT SECURITIES			14
DESCRIPTION OF WARRANTS			22
DESCRIPTION OF UNITS			24
GLOBAL SECURITIES			25
PLAN OF DISTRIBUTION			29
LEGAL MATTERS			31
EXPERTS			31


Issuer			Sable Offshore Corp.

Common Stock offered by us			$100,000,000 of shares of Common Stock.

Common Stock outstanding immediately after this offering			182,789,119 shares (or 187,659,248 shares if the underwriters exercise their option to purchase additional shares in full), based on 150,321,586 shares outstanding as of March 31, 2026.

Option to purchase additional shares of Common Stock.			The Company has granted the underwriters the right to purchase an additional 4,870,129 shares of Common Stock within 30 days from the date of this prospectus supplement solely to cover over-allotments.

Use of Proceeds			We estimate that net proceeds to us from this offering will be approximately $92.8 million (or approximately $107.0 million if the underwriters fully exercise their option to purchase additional shares of Common stock from us in full), after deducting underwriting discounts and commissions and our estimated offering expenses. We intend to use the net proceeds from this offering, together with the net proceeds from the Concurrent Notes Offering and borrowings under the Term Loan B, to repay the Existing Senior Secured Term Loan, to pay fees and expenses in connection with the Transactions and for general corporate purposes. See “Use of Proceeds.”

Voting Rights			One vote per share of Common Stock.

Market for Common Stock			Shares of our Common Stock trade on the NYSE under the symbol “SOC.”

Risk Factors			This investment involves significant risk. You should carefully read and consider the information set forth under the section of this prospectus supplement entitled “Risk Factors” and under similar headings in the other documents that are incorporated by reference herein for a discussion of factors you should consider before investing in our securities.


Sources(1)	in millions		Uses	in millions
Term Loan B	$	675.0	Repayment of Existing Senior Secured Term Loan	$	991.8
Concurrent Notes Offering	300.0		Excess cash to balance sheet	33.2
New proceeds from this offering	100.0		Estimated costs, fees, discounts and expenses(2)	50.0
Total Sources	$	1,075.0	Total Uses	$	1,075.0


Public offering price per share			$	3.08
Net tangible book value per share as of March 31, 2026	$	2.81
Increase per share attributable to new investors in this offering	$	0.01
Adjusted net tangible book value per share			$	2.82
Dilution in adjusted net tangible book value per share to new investors in this offering			$	0.26


	Shares acquired			Total consideration				Average price per share
	Number	Percent		Amount		Percent
Existing stockholders	150,321,586	82.2	%	$	—	%		$	—
New investors in this offering	32,467,533	17.8	%	$	100,000,002	100	%	$	3.08
Total	182,789,119	100.0	%	$	100,000,002	100	%	—


	As of March 31, 2026
	Actual		As adjusted
	(In thousands, except share and per share data)
Cash and cash equivalents	$	52,168	$	85,392
Debt:
Existing Senior Secured Term Loan(1)	956,252		—
Term Loan B	—		675,000
Senior Revolver(2)	—		—
Principal amount of the Notes(3)	—		300,000
Total debt	956,252		975,000
Stockholders’ equity:
Preferred stock, $0.0001 par value per share; 1,000,000 shares authorized; no shares outstanding, actual and as adjusted	—		—
Common stock, $0.0001 par value per share; 500,000,000 shares authorized; 150,321,586 shares outstanding, actual and 182,789,119 shares as adjusted(4)	16		19
Additional paid in capital	1,727,331		1,820,128
Accumulated deficit	(1,305,484)		(1,305,484)
Total stockholders’ equity	421,863		514,663
Total capitalization	$	1,378,115	$	1,489,663


Name						Number of Shares
J.P. Morgan Securities LLC						32,467,533





Total						32,467,533


	Without option to purchase additional shares exercise		With full option to purchase additional shares exercise
Per Share	$	0.154	$	0.154
Total	$	5,000,000.08	$	5,749,999.95


Sable Offshore Corp.
845 Texas Avenue, Suite 2920
Houston, Texas 77002
(713) 579-6161