UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

~~________________________~~_________________________

FORM 8-K

_________________________

CURRENT REPORT

~~PURSUANT~~Pursuant TOto ~~SECTION~~Section 13 ORor 15(Dd)

OFof ~~THE~~the ~~SECURITIES~~Securities ~~EXCHANGE~~Exchange ~~ACT~~Act OFof 1934

Date of Report (~~Date~~date of earliest event reported): February 227, 2026

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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 2800
Houston, TX		77002
(Address of principal executive offices)		(Zip code)
(713) 579-6161
(Registrant's telephone number, including area code)

___________________________________


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

Common stock, par value $.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~~12b-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 12.~~01 Entry~~02 Results ~~into~~of aOperations ~~Material~~and ~~Definitive~~Financial ~~Agreement~~ Condition.

On February 227, 2026, Sable Offshore Corp. (the “Company”) ~~entered~~issued ~~into~~ a ~~Sales~~press ~~Agreement~~release ~~(the~~announcing ~~“Agreement”)~~results ~~with~~for ~~TD Securities (USA) LLC and Jefferies LLC, as agents (~~the ~~“Agents”),~~period ~~under~~ended ~~which the Company may offer and sell~~December 31, ~~from~~2025. ~~time~~A tocopy ~~time at its sole discretion, an aggregate gross sale price~~ of upthe topress ~~$250,000,000~~release ofis ~~shares~~attached ofhereto ~~its~~as ~~common~~Exhibit ~~stock, par value $0~~99.~~0001~~1 ~~per share (the “Common Stock”), through the Agents (the “Offering”), pursuant~~ to anthis ~~effective~~Current ~~shelf~~Report ~~registration statement~~ on Form S8-3K ~~(Registration~~and ~~No.~~is ~~333-286675),~~incorporated ~~which~~herein ~~was declared effective~~ by ~~the Securities and Exchange Commission (the “SEC”) on May 1, 2025 (the “Registration Statement”)~~reference. ~~The Company filed a prospectus supplement with the SEC on February 2, 2026 in connection with the Offering.~~

~~Under~~The ~~the~~information ~~terms~~furnished ofpursuant ~~the~~to ~~Agreement,~~this ~~the~~Item ~~Agents~~2.02, ~~may~~including ~~sell~~Exhibit ~~the~~99.1, ~~Common~~shall ~~Stock~~not bybe ~~any method permitted by law~~ deemed ~~to be an~~ “~~at the market offering~~filed” asfor ~~defined~~purposes inof ~~Rule~~Section ~~415~~18 of the Securities Exchange Act of ~~1933~~1934, as amended. ~~The~~(the ~~Agents~~“Exchange ~~will~~Act”), ~~use~~or ~~commercially~~otherwise ~~reasonable~~subject ~~efforts~~ to ~~sell~~ the ~~Common~~liabilities ~~Stock~~under ~~from~~that ~~time~~Section toand ~~time,~~shall ~~based~~not ~~upon~~be ~~instructions~~deemed ~~from~~to ~~the~~be ~~Company~~incorporated ~~(including~~by ~~any~~reference ~~price,~~in ~~time~~any orfiling ~~size~~made ~~limits~~by ~~or other customary parameters or conditions~~ the Company ~~may~~under ~~impose). The Company will pay~~ the ~~Agents~~Securities aAct ~~commission rate~~ of up1933, toas ~~3.0%~~amended of (the ~~gross~~“Securities ~~sales~~Act”), ~~price~~or ~~per share sold through~~ the ~~Agents~~Exchange ~~under the Agreement~~Act.

~~The~~Item Agreement contains customary representations, warranties and agreements by the Company, indemnification rights and obligations of the Company and the Agents, other obligations of the parties and termination provisions9.01 Financial ~~The~~Statements ~~representations, warranties~~ and agreements contained in the Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties thereto and may be subject to limitations agreed upon by the contracting parties to such agreement. The Company may also reimburse the Agents for certain specified expenses in connection with establishing and maintaining the Offering. Exhibits

The Company has no obligation to sell any Common Stock under the Agreement, and may at any time suspend solicitation and sales in the Offering. The Agreement may be terminated by the Agents or the Company at any time upon ten (10) days’ notice to the other party.

The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by the full text of the Agreement, a copy of which is filed as Exhibit 1.1 hereto and is incorporated herein by reference.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any securities of the Company, which is being made only by means of a written prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended (the “Securities Act”), nor shall there be any offer, solicitation or sale of the Company’s securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

Item 7.01 Regulation FD Disclosure.

Certain Operational and Strategic Updates

In connection with the Offering, the Company included certain operational and strategic updates in the prospectus supplement for the Offering. A copy of the operational and strategic updates is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information contained in this 8-K is summary information that is intended to be considered in the context of the Company's SEC 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, 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 or the Exchange Act.

Item 8.01 Other Events

In connection with the Offering, the Company is filing the opinion of Latham & Watkins LLP as part of this Current Report that is to be incorporated by reference into the Registration Statement. The opinion of Latham & Watkins LLP is filed as Exhibit 5.1 to this Current Report and is incorporated herein by reference.

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, including the implementation of an Offshore Storage and Treating Vessel (“OS&T”) strategy; our ability to recommence sales of oil, the cost and time required therefor, and production levels once recommenced; availability of future financing; 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, 2024, and any subsequent Quarterly Report on Form 10-Q or Current Report on Form 8-K, which are filed with the Securities and Exchange Commission and are 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
1.1						Sales Agreement, dated as of February 2, 2026, by and between Sable Offshore Corp. and TD Securities (USA) LLC and Jefferies LLC.
99.1						Press Release of Sable Offshore Corp., dated February 27, 2026, announcing results for the period ended December 31, 2025.
5.1						Opinion of Latham & Watkins LLP.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)
23.1						Consent of Latham & Watkins LLP (included in Exhibit 5.1).
99.1						Certain Operational and Strategic Updates.
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~~hereunto duly authorized.

Sable Offshore Corp.

Date:

February 227, 2026

By:

/s/ Gregory D. Patrinely

Name:

Gregory D. Patrinely

Title:

Executive Vice President and Chief Financial Officer

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