Sable Offshore Corp.

8-K · socc-20260529.htm iXBRL

0001831481 2026-05-29 2026-05-29

 UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 ________________________

 FORM 8-K
 _________________________

 CURRENT REPORT
 PURSUANT TO SECTION 13 OR 15(D)
 OF THE SECURITIES EXCHANGE ACT OF 1934

 Date of Report (Date of earliest event reported): May 29, 2026
 ___________________________________
 Sable Offshore Corp.
 (Exact name of registrant as specified in its charter)

 Delaware
 (State or other jurisdiction of
 incorporation or organization)
 001-40111
 (Commission File Number)
 85-3514078
 (I.R.S. Employer Identification Number)

 845 Texas Avenue , Suite 2920

 Houston , TX
 77002

 (Address of principal executive offices)
 (Zip code)
 ( 713 ) 579-6161

 (Registrant's telephone number, including area code)

 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 ☐
 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 ☐
 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 ☐
 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 ☐
 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 Securities registered pursuant to Section 12(b) of the Act:

 Title of each class
 Trading Symbol
 Name of each exchange
 on which registered

 Common stock, par value $0.0001 SOC New York Stock Exchange

 Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule12b-2 of the Securities Exchange Act.of 1934 (§240.12b-2 of this chapter).
 Emerging growth company ☑    
 If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 Item 7.01    Regulation FD Disclosure.
 On May 29, 2026, Sable Offshore Corp. (the “Company”) issued a press release announcing a new investor presentation would be posted to its corporate website before market open on Monday, June 1, 2026 and that the Company plans to host a conference call to discuss the new investor presentation today, Monday, June 1, 2026 at 10:00am CDT / 11:00am EDT.
 On June 1, 2026, the Company posted the new investor presentation materials on its website, www.sableoffshore.com. The presentation materials are attached hereto as Exhibit 99.1 and incorporated herein by reference. These materials may also be used by the Company at today’s investor conference call, or at one or more presentations with analysts, investors or other stakeholders.
 On June 1, 2026, Netherland, Sewell, & Associates, Inc. (“NSAI”), the Company's independent registered reserve engineers, issued a letter to the Company estimating proved, probable, and possible developed reserves and future revenue, as of May 31, 2026. The NSAI letter is attached hereto as Exhibit 99.2 and incorporated herein by reference. This letter may also be used by the Company at today's investor conference call, or at one or more presentations with analysts, investors or other stakeholders.
 The information contained in this 8-K is summary information that is intended to be considered in the context of the Company’s Securities and Exchange Commission filings and other public announcements. The Company undertakes no duty or obligation to publicly update or revise this information, although it may do so from time to time.
 The information furnished pursuant to this Item 7.01, including Exhibit 99.1 and 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act.
 Forward-Looking Statements
 The information in this press release include “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. When used in this press release, the words “could,” “should,” “will,” “may,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” “continue,” “plan,” “forecast,” “predict,” “potential,” “future,” “outlook,” and “target,” the negative of such terms and other similar expressions are intended to identify forward- looking statements, although not all forward-looking statements will contain such identifying words. These statements are based on the current beliefs and expectations of Sable’s management and are subject to significant risks and uncertainties. Actual results may differ materially from those described in the forward-looking statements. Factors that could cause Sable’s actual results to differ materially from those described in the forward-looking statements include: the ability to recommence full production of the SYU assets; the cost and time required therefor, and production levels once recommenced; availability of future financing; our ability to consummate a debt refinancing of our Senior Secured Term Loan and the timing and terms thereof; our financial performance; global economic conditions and inflation; increased operating costs; lack of availability of drilling and production equipment, supplies, services and qualified personnel; geographical concentration of operations; environmental and weather risks; regulatory changes and uncertainties; litigation, complaints and/or adverse publicity; privacy and data protection laws, privacy or data breaches, or loss of data; our ability to comply with laws and regulations applicable to our business; and other one-time events and other factors that can be found in Sable’s Annual Report on Form 10-K for the year ended December 31, 2025, which is filed with the Securities and Exchange Commission and is available on Sable’s website (www.sableoffshore.com) and on the Securities and Exchange Commission’s website (www.sec.gov). Except as required by applicable law, Sable undertakes no obligation to publicly release the result of any revisions to these forward-looking statements to reflect the impact of events or circumstances that may arise after the date of this press release.
 Item 9.01    Financial Statements and Exhibits.
 (d) Exhibits:

 Exhibit No. Description of Exhibits
 99.1 Presentation Materials.

 99.2 Reserve Letter of Netherland, Sewell, & Associates, Inc., dated June 1, 2026.

 104
 Cover Page Interactive Data File (embedded within the Inline XBRL document).

 SIGNATURE

 Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 Sable Offshore Corp.

 Date: June 1, 2026 By:
 /s/ Gregory D. Patrinely
 Name:
 Gregory D. Patrinely
 Title:
 Executive Vice President and Chief Financial Officer