Document

424B5 1 a424b5-prelimprosuppxxcomm.htm 424B5 Document

The information in this preliminary prospectus supplement is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus supplement and accompanying prospectus are not an offer to sell these securities, and we are not soliciting offers to buy these securities in any jurisdiction, where such offer or sale is not permitted.

Filed Pursuant to Rule 424(b)(5)

Registration No. 333-286675

SUBJECT TO COMPLETION, DATED JUNE 30, 2026

Prospectus Supplement to Prospectus dated May 1, 2025

$100,000,000

Common Stock

This is an offering of $100,000,000 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	$	$
Underwriting discounts and commissions(1)	$	$
Proceeds, before expenses to us	$	$

__________________

(1)See the section titled “Underwriting” for a description of the compensation payable to the underwriters.

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 $15,000,000 of 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 $ , and the total proceeds to us, before expenses, will be $ .

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


J.P. Morgan

, 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			shares (or 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 $15,000,000 of 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 $ (or approximately $ 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	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
New proceeds from this offering	100.0		Estimated costs, fees, and expenses
Total Sources	$	1,075.0	Total Uses	$	1,075.0


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


	Shares acquired			Total consideration				Average price per share
	Number	Percent		Amount		Percent
Existing stockholders	150,321,586	%		$	—	%		$	—
New investors in this offering	—	%		$		%		$
Total		100.0	%	$		100	%	—


	As of March 31, 2026
	Actual		As adjusted
	(In thousands, except share and per share data)
Cash and cash equivalents	$	52,168	$
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 as adjusted(4)	16
Additional paid in capital	1,727,331
Accumulated deficit	(1,305,484)
Total stockholders’ equity	421,863
Total capitalization	$	1,378,115	$


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