Sable Offshore Corp美股招股说明书(2026-07-01版)

PRICING TERM SHEETJune 30, 2026 Sable Offshore Corp.Offerings of32,467,533 Shares of Common Stockand$300,000,000 Aggregate Principal Amount of6.5% 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 extentinconsistent with the information therein, (1)(A) in the case of investors purchasing in the offering of common stock (the “CommonStock Offering”), Sable Offshore Corp.’s preliminary prospectus supplement, dated June 30, 2026 (the “Common Stock PreliminaryProspectus 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 investorspurchasing in the offering of convertible senior notes due 2031 (the “Convertible Note Offering”), Sable Offshore Corp.’s preliminaryprospectus supplement, dated June 30, 2026 (the “Convertible Notes Preliminary Prospectus Supplement),relating to the ConvertibleNotes Offering, , as filed with the SEC pursuant to Rule 424(b) under the Securities Act and (2) in each case, the related baseprospectus, dated May 1, 2025, included in the Registration Statement (File No. 333-286675) filed with the SEC, including thedocuments incorporated by reference therein. The Common Stock Preliminary Prospectus Supplement and the Convertible NotesPreliminary Prospectus Supplement are collectively referred to as the “Preliminary Prospectus Supplements.” The applicablePreliminary Prospectus Supplement is affixed to this pricing term sheet as Annex 1. Terms used, but not defined, in this pricing termsheet 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 NotesOffering, the New Senior Secured Credit Facilities and the Term Loan Refinancing are cross conditioned, and accordingly eachtransaction will be consummated only if all such transactions are consummated. Common Stock Offering Sable Offshore Corp. Shares of Common StockOffered 32,467,533 (or, if the underwriters of the Common Stock Offering fully exercise theiroption to purchase additional shares, 37,337,662) shares of common stock, $0.0001 parvalue per share, of Sable Offshore Corp. (the “Common Stock”). Ticker / Exchange forCommon Stock SOC / New York Stock Exchange (“NYSE”). Last Reported Sale Price per Share ofCommon Stock on NYSE on June 30,2026 $3.08. Public Offering Price per Share ofCommon Stock $3.08 per share of Common Stock. $0.154per 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 fullyexercise their option to purchase additional shares of Common Stock). Underwriting Discount Trade Date July 1, 2026. Settlement Date July 2, 2026. We estimate that the net proceeds to us from the Common Stock Offering will beapproximately $92.8 million (or approximately $107.0 million if the underwriters of theCommon Stock Offering fully exercise their option to purchase additional CommonStock), after deducting the underwriting discounts and commissions and our estimatedoffering expenses. We intend to use the combined net proceeds from the Common StockOffering and the Convertible Note Offering, together with borrowings under Term LoanB, to repay the Existing Senior Secured Term Loan, to pay fees and expenses inconnection with the Transactions and for general corporate purposes. See “Use ofProceeds” in the Common Stock Preliminary Prospectus Supplement. Use of Proceeds Book-Running Manager J.P. Morgan Securities LLC. 78574H 104 / US78574H1041. Convertible Note Offering Notes $300,000,000 (or, if the underwriters fully exercise their option to purchase additionalNotes, $345,000,000) aggregate principal amount of Notes. Principal Amount 100% of the principal amount of the Notes, plus accrued interest, if any, from theSettlement Date. Public Offering Price Approximately 30% above the Public Offering Price per Share of Common Stock in theCommon Stock Offering. Approximately $4.00 per share of our Common Stock. 249.7502 shares of our Common Stock per $1,000 principal amount of Notes. The Notes will be redeemable, in whole or in part (subject to certain limitationsdescribed 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 maturitydate, 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 redemptiondate, but only if the last reported sale price per share of our Common Stock exceeds175% of the conversion price on (1) each of at least 20 trading days, whether or notconsecuti