Document

424B5 1 a424b5-ptsxxcommonstockmas.htm 424B5 Document

Supplement to Prospectus Supplement

Filed Pursuant to Rule 424(b)(5)

Registration Statement No. 333-286675

Relating to the

Preliminary Prospectus Supplement

Dated June 30, 2026

(To Prospectus Dated May 1, 2025)

PRICING TERM SHEET

June 30, 2026

Sable Offshore Corp.

Offerings of

32,467,533 Shares of Common Stock

and

$300,000,000 Aggregate Principal Amount of

6.5% Convertible Senior Notes due 2031

The information in this pricing term sheet (i) should be read together with, (ii) supplements and (iii) supersedes, to the extent inconsistent with the information therein, (1)(A) in the case of investors purchasing in the offering of common stock (the “Common Stock Offering”), Sable Offshore Corp.’s preliminary prospectus supplement, dated June 30, 2026 (the “Common Stock Preliminary Prospectus Supplement”), relating to the Common Stock Offering, as filed with the Securities and Exchange Commission (the “SEC”) pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”) or (1)(B) in the case of investors purchasing in the offering of convertible senior notes due 2031 (the “Convertible Note Offering”), Sable Offshore Corp.’s preliminary prospectus supplement, dated June 30, 2026 (the “Convertible Notes Preliminary Prospectus Supplement), relating to the Convertible Notes Offering, , as filed with the SEC pursuant to Rule 424(b) under the Securities Act and (2) in each case, the related base prospectus, dated May 1, 2025, included in the Registration Statement (File No. 333-286675) filed with the SEC, including the documents incorporated by reference therein. The Common Stock Preliminary Prospectus Supplement and the Convertible Notes Preliminary Prospectus Supplement are collectively referred to as the “Preliminary Prospectus Supplements.” The applicable Preliminary Prospectus Supplement is affixed to this pricing term sheet as Annex 1. Terms used, but not defined, in this pricing term sheet have the respective meanings set forth in the applicable Preliminary Prospectus Supplement. As used in this pricing term sheet, “we,” “our” and “us” refer to Sable Offshore Corp. and not to its subsidiaries. The Common Stock Offering, the Convertible Notes Offering, the New Senior Secured Credit Facilities and the Term Loan Refinancing are cross conditioned, and accordingly each transaction will be consummated only if all such transactions are consummated.

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Common Stock Offering


Issuer						Sable Offshore Corp.

Shares of Common Stock
Offered						32,467,533 (or, if the underwriters of the Common Stock Offering fully exercise their option to purchase additional shares, 37,337,662) shares of common stock, $0.0001 par value per share, of Sable Offshore Corp. (the “Common Stock”).

Ticker / Exchange for Common Stock						SOC / New York Stock Exchange (“NYSE”).

Last Reported Sale Price per Share of Common Stock on NYSE on June 30, 2026						$3.08.

Public Offering Price per Share of Common Stock						$3.08 per share of Common Stock.

Underwriting Discount						$0.154 per share of Common Stock, and $5,000,000.08 in the aggregate (or $5,749,999.95 in the aggregate, if the underwriters of the Common Stock Offering fully exercise their option to purchase additional shares of Common Stock).

Trade Date						July 1, 2026.

Settlement Date						July 2, 2026.

Use of Proceeds						We estimate that the net proceeds to us from the Common Stock Offering will be approximately $92.8 million (or approximately $107.0 million if the underwriters of the Common Stock Offering fully exercise their option to purchase additional Common Stock), after deducting the underwriting discounts and commissions and our estimated offering expenses. We intend to use the combined net proceeds from the Common Stock Offering and the Convertible Note Offering, together with borrowings under 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” in the Common Stock Preliminary Prospectus Supplement.

Book-Running Manager						J.P. Morgan Securities LLC.

CUSIP / ISIN Numbers for the Common Stock						78574H 104 / US78574H1041.

* * *

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Convertible Note Offering


Issuer						Sable Offshore Corp.

Ticker / Exchange for Common Stock						SOC / NYSE.

Trade Date						July 1, 2026.

Settlement Date						July 2, 2026.

Notes						6.5% convertible senior notes due 2031 (the “Notes”).

Principal Amount						$300,000,000 (or, if the underwriters fully exercise their option to purchase additional Notes, $345,000,000) aggregate principal amount of Notes.

Public Offering Price						100% of the principal amount of the Notes, plus accrued interest, if any, from the Settlement Date.

Underwriting Discount						3% of the principal amount of the Notes, and $9,000,000 in the aggregate (or $10,350,000 in the aggregate, if the underwriters of the Convertible Note Offering fully exercise their option to purchase additional Notes), in each case plus accrued interest, if any, from the Settlement Date.

Maturity						July 1, 2031, unless earlier repurchased, redeemed or converted.

Stated Interest Rate						6.5% per annum.

Interest Payment Dates						January 1 and July 1 of each year, beginning on January 1, 2027.

Record Dates						December 15 and June 15.

Last Reported Sale Price per Share of Common Stock on NYSE on June 30, 2026						$3.08.

Conversion Premium						Approximately 30% above the Public Offering Price per Share of Common Stock in the Common Stock Offering.

Initial Conversion Price						Approximately $4.00 per share of our Common Stock.

Initial Conversion Rate						249.7502 shares of our Common Stock per $1,000 principal amount of Notes.

Optional Redemption						The Notes will be redeemable, in whole or in part (subject to certain limitations described below), at our option at any time, and from time to time, on or after July 6, 2029 and on or before the 40th scheduled trading day immediately before the maturity date, at a cash redemption price equal to the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, but only if the last reported sale price per share of our Common Stock exceeds 175% of the conversion price on (1) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date we send the related redemption notice; and (2) the trading day immediately before the date we send such notice. However, we may not redeem less than all of the outstanding Notes unless at least $100 million aggregate principal amount of Notes are outstanding and not called for redemption as of the time we send the related redemption notice. In addition, calling any Note for redemption will constitute a make-whole fundamental change with respect to that Note, in which case the conversion rate applicable to the conversion of that Note will be increased in certain circumstances if it is converted after it is called for redemption. See “Description of Notes—Optional Redemption” in the Convertible Notes Preliminary Prospectus Supplement.

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Repurchase at the Option of the Noteholders on July 6, 2029						Noteholders may require us to repurchase their Notes on July 6, 2029, at a cash repurchase price equal to the principal amount of the Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the repurchase date. See “Description of Notes—Purchase of Notes by Us at the Option of the Noteholders” in the Convertible Notes Preliminary Prospectus Supplement.

Use of Proceeds						We estimate that the net proceeds to us from the Convertible Note Offering will be approximately $288.8 million (or approximately $332.5 million if the underwriters of the Convertible Note Offering fully exercise their option to purchase additional Notes), after deducting the underwriting discounts and commissions and our estimated offering expenses. We intend to use the combined net proceeds from the Convertible Note Offering and the Common Stock Offering, together with borrowings under 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” in the Convertible Notes Preliminary Prospectus Supplement.

Book-Running Manager						J.P. Morgan Securities LLC.

CUSIP / ISIN Numbers for the Notes						78574H AB0 / US78574HAB06.

Increase to Conversion Rate in Connection with a Make-Whole Fundamental Change						If a make-whole fundamental change occurs with respect to any Note and the conversion date for the conversion of such Note occurs during the related make-whole fundamental change conversion period, then, subject to the provisions described in the Convertible Notes Preliminary Prospectus Supplement under the caption “Description of Notes—Conversion Rights—Increase in Conversion Rate in Connection with a Make-Whole Fundamental Change,” the conversion rate applicable to such conversion will be increased by a number of shares set forth in the table below corresponding (after interpolation, as described below) to the make-whole fundamental change effective date and the stock price of such make-whole fundamental change:


	Stock Price
Make-Whole Fundamental Change Effective Date	$3.08	$3.40	$3.70	$4.00	$5.50	$7.01	$10.00	$15.00	$20.00	$25.00	$30.00
July 2, 2026	74.9251	63.1676	54.5865	47.6349	27.5509	17.9643	9.0730	3.3660	1.1715	0.2580	0.0000
July 1, 2027	74.9251	62.9529	53.4946	46.0090	25.4964	16.3837	8.2510	3.0720	1.0615	0.2284	0.0000
July 1, 2028	74.9251	61.8618	51.0216	42.7847	22.2182	14.0556	7.0990	2.6740	0.9180	0.1832	0.0000
July 1, 2029	74.9251	51.2618	42.0216	34.9351	17.2891	10.6961	5.4310	2.0867	0.7050	0.1152	0.0000
July 1, 2030	74.9251	46.9971	35.4838	27.1728	10.2527	5.9786	3.1240	1.2527	0.4130	0.0472	0.0000
July 1, 2031	74.9251	44.3676	20.5189	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000

If such make-whole fundamental change effective date or stock price is not set forth in the table above, then:

•if such stock price is between two stock prices in the table above or the make-whole fundamental change effective date is between two dates in the table above, then the number of additional shares will be determined by straight-line interpolation between the numbers of additional shares set forth for the higher and lower stock prices in the table above or the earlier and later dates in the table above, based on a 365- or 366-day year, as applicable; and

•if the stock price is greater than $30.00 (subject to adjustment in the same manner as the stock prices set forth in the column headings of the table above are adjusted, as described in the Convertible Notes Preliminary Prospectus Supplement under the caption

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“Description of Notes—Conversion Rights—Increase in Conversion Rate in Connection with a Make-Whole Fundamental Change—Adjustment of Stock Prices and Number of Additional Shares”), or less than $3.08 (subject to adjustment in the same manner), per share, then no additional shares will be added to the conversion rate.

Notwithstanding anything to the contrary, in no event will the conversion rate be increased to an amount that exceeds 324.6753 shares of our Common Stock per $1,000 principal amount of Notes, which amount is subject to adjustment in the same manner as, and at the same time and for the same events for which, the conversion rate is required to be adjusted pursuant to the provisions described in the Convertible Notes Preliminary Prospectus Supplement under the caption “Description of Notes—Conversion Rights—Conversion Rate Adjustments—Generally.”

* * *

Other Changes to Preliminary Prospectus Supplements

The Sources and Uses table in “Use of Proceeds” in the Preliminary Prospectus Supplements is replaced with the below.


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

(1)Assumes no exercise of the over allotment option in either of the Convertible Notes Offering or Common Stock Offering. If the over allotment option in the Convertible Notes Offering and/or the Common Stock Offering is exercised, we intend to use the additional net proceeds from any such exercise for general corporate purposes.

(2)Inclusive of 3.0% original issue discount for the Term Loan B.

* * *

We have filed a registration statement (including a prospectus) and the Preliminary Prospectus Supplements with the SEC for the offerings to which this communication relates. Before you invest, you should read the applicable Preliminary Prospectus Supplement and the prospectus in that registration statement and other documents we have filed with the SEC for more complete information about us and these offerings. You may get these documents free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, we, any underwriter or any dealer participating in the applicable offering will arrange to send you the applicable Preliminary Prospectus Supplement (or, when

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available, the applicable final prospectus supplement) and the accompanying prospectus upon request to: J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, by email at prospectus-eq_fi@jpmchase.com and postsalemanualrequests@broadridge.com.

The information in this pricing term sheet is not a complete description of the Common Stock, the Common Stock Offering, the Notes or the Convertible Note Offering. You should rely only on the information contained or incorporated by reference in the applicable Preliminary Prospectus Supplement and the accompanying prospectus, as supplemented by this pricing term sheet, in making an investment decision with respect to the Common Stock or the Notes.

ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM.

* * *

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Annex 1

Preliminary Prospectus Supplement

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