Sable Offshore Corp美股招股说明书(2026-06-30版)

Theinformation in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplementand the accompanying prospectus are not an offer to sell, nor a solicitation of an offer to buy, the notes in any jurisdiction where the offer orsale is not permitted. Filed Pursuant to Rule 424(b)(5)Registration No. 333-286675 PRELIMINARY PROSPECTUS SUPPLEMENT(To Prospectus dated May 1, 2025) % of Convertible Notes due 2031 We are offering $300,000,000 aggregate principal amount of our% convertible senior notes due 2031. In addition, we have granted the underwriters an option, which isexercisable within 30 days after the date of this prospectus supplement, to purchase up to an additional $45,000,000 aggregate principal amount of notes solely to cover over-allotments.MATURITY; INTEREST We will pay interest on the notes at an annual rate of%, payable semi-annually in arrears on January 1 and July 1 of each year, beginning on January 1, 2027. The notes willmature on July 1, 2031, unless earlier converted or redeemed or repurchased by us. CONVERSION Noteholders may convert their notes at their option only in the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending onSeptember 30, 2026, if the last reported sale price per share of our common stock exceeds 130% of the conversion price for each of at least 20 trading days during the 30consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter; (2) during the five consecutive business days immediatelyafter any 10 consecutive trading day period (such 10 consecutive trading day period, the “measurement period”) in which the trading price per $1,000 principal amount of notes foreach trading day of the measurement period was less than 98% of the product of the last reported sale price per share of our common stock on such trading day and the conversionrate on such trading day; (3) upon the occurrence of certain corporate events or distributions on our common stock, as described in this prospectus supplement; (4) if we call suchnotes for redemption; and (5) at any time from, and including, April 1, 2031 until the close of business on the second scheduled trading day immediately before the maturity date.We will settle conversions by paying or delivering, as applicable, cash, shares of our common stock or a combination of cash and shares of our common stock, at our election,based on the applicable conversion rate(s). The initial conversion rate isshares per $1,000 principal amount of notes, which represents an initial conversion price ofapproximately $per share, and is subject to adjustment as described in this prospectus supplement. If a “make-whole fundamental change” (as defined in this prospectussupplement) occurs, then we will in certain circumstances increase the conversion rate for a specified period of time.REDEMPTION AND REPURCHASE The notes will be redeemable, in whole or in part (subject to certain limitations described in this prospectus supplement), at our option at any time, and from time to time, on orafter 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 beredeemed, 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% ofthe 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 dayimmediately before the date we send the related redemption notice; and (2) the trading day immediately before the date we send such notice. In addition, calling any note forredemption 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 increasedin certain circumstances if it is converted after it is called for redemption. If a “fundamental change” (as defined in this prospectus supplement) occurs, then, except as described in this prospectus supplement, noteholders may require us to repurchasetheir notes at a cash repurchase price equal to the principal amount of the notes to be repurchased, plus accrued and unpaid interest, if any. In addition, noteholders may require usto 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.RANKING The notes will be our senior, unsecured obligations and will be equal in right of payment with our existing and future senior, unsecured indebtedness, senior in right of payment toour existing and future indebtedness that is expressly subordinated to the notes and effectively subordinated to our existing and future secured indebtedness, to the exte