Sable Offshore Corp美股招股说明书(2026-02-03版)

UP TO $250,000,000COMMON STOCK We have entered into a Sales Agreement, dated as of February 2, 2026 (the “Sales Agreement”), with TD Securities (USA) LLC and Jefferies LLC(collectively, the “Sales Agents”) relating to the offering of shares of common stock, $0.0001 par value (“Common Stock”) of Sable Offshore Corp.(the “Company”), having an aggregate gross sales price of up to $250,000,000, from time to time through the Sales Agents. Sales, if any, of Common Stock under the Sales Agreement may be made in ordinary brokers’ transactions, to or through a market maker, on orthrough the New York Stock Exchange (the “NYSE”) or any other market venue where the securities may be traded, in the over-the-counter market,in privately negotiated transactions, in block trades, in transactions that are deemed to be “at the market offerings” as defined in Rule 415(a)(4)promulgated under the Securities Act of 1933, as amended (the “Securities Act”), or through a combination of any such methods of sale. The SalesAgents are not required to sell any specific number or dollar amount of shares of our Common Stock. Each of the Sales Agents has agreed to use itscommercially reasonable efforts to sell on our behalf all of the shares of Common Stock requested to be sold by us, consistent with its normal tradingand sales practices, on mutually agreed terms among the Sales Agents and us. There is no arrangement for funds to be received in any escrow, trust orsimilar arrangement. The Sales Agents will be entitled to compensation under the terms of the Sales Agreement at a commission rate of up to 3% of the gross sales priceper share sold. In connection with the sale of Common Stock on our behalf, each of the Sales Agents may be deemed to be an “underwriter” withinthe meaning of the Securities Act, and the compensation of the Sales Agents may be deemed to be underwriting commissions or discounts. We haveagreed to provide indemnification and contribution to the Sales Agents with respect to certain liabilities, including liabilities under the Securities Act. The net proceeds from any sales under this prospectus will be used as described under the section entitled “Use of Proceeds.” See “Plan ofDistribution” for additional information regarding compensation to be paid to the Sales Agents. The proceeds we receive from sales of our CommonStock, if any, will depend on the number of shares actually sold and the offering price of such shares. Our Common Stock is listed on the NYSEunder the symbol “SOC.” The last reported sale price of our Common Stock on January 30, 2026, was$9.68. Investing in our Common Stock involves significant risks. See “Risk Factors” beginning on pageS-14of this prospectus supplement and inthe 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 ordetermined if this prospectus supplement or any accompanying prospectus is accurate or complete. Any representation to the contrary is acriminal offense. TD Cowen Jefferies The date of this prospectus supplement is February 2, 2026 Neither we nor any of the Sales Agents have authorized any person to give you any information or to make any representations in connectionwith the offering to which this prospectus supplement and the accompanying prospectus relate other than those contained in or incorporatedby reference in this prospectus supplement, the accompanying prospectus or any applicable free writing prospectus prepared by us. If givenor made, any such information or representations must not be relied upon as having been so authorized. We are not, and the Sales Agents arenot, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that theinformation appearing in this prospectus supplement, the accompanying prospectus, any free writing prospectus prepared by us and in thedocuments incorporated by reference in this prospectus supplement and the accompanying prospectus is accurate only as of the respectivedates of such documents or as of the date or dates which are specified therein. Our business, financial condition, liquidity, results ofoperations and prospects may have changed since those dates. TABLE OF CONTENTS Prospectus Supplement ABOUT THIS PROSPECTUS SUPPLEMENTSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSPROSPECTUS SUPPLEMENT SUMMARYTHE OFFERINGRISK FACTORSUSE OF PROCEEDSDILUTIONMATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERSPLAN OF DISTRIBUTIONLEGAL MATTERSEXPERTSWHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE Prospectus ABOUT THIS PROSPECTUSSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSWHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCETHE COMPANYRISK FACTORSUSE OF PROCEEDSDESCRIPTION OF CAPITAL STOCKDESCRIPTION OF DEBT SECURITIESDESCRIPTION OF WARRANTSDESCRIPTION OF UNITSGLOBAL SECURITIESPLAN