Sable Offshore Corp.
For the period ended Sep 30, 2025. Filed Nov 13, 2025.
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Sep 30, 2025 · Filed Nov 13, 2025
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Item 5. Other Information
(a)
Subscription Agreements
On November 10, 2025, the Company entered into subscription agreements (the “Subscription Agreements”) with certain investors (the “Third PIPE Investors”), pursuant to which, among other things, the Third PIPE Investors agreed to subscribe for and purchase from Sable, and Sable agreed to issue and sell to the Third PIPE Investors, an aggregate of 45,454,546 newly issued shares of Sable’s Common Stock, for an aggregate purchase price of approximately $250 million, on the terms and subject to the conditions set forth therein. The issuance and sale of the Common Stock contemplated by the Subscription Agreements was completed on November 12, 2025.
The foregoing description of the Subscription Agreements does not purport to be complete and is qualified in its entirety by reference to the copy of the form of Subscription Agreement filed as Exhibit 10.1 to this Quarterly Report on Form 10-Q and incorporated herein by reference.
The Common Stock to be issued and sold to the Third PIPE Investors pursuant to the Subscription Agreements will not be registered under the Securities Act, and will be issued in reliance on the exemption from registration requirements thereof provided by Section 4(a)(2) of the Securities Act as a transaction by an issuer not involving a public offering.
(b) N/A.
(c) During the three months ended September 30, 2025 (Successor), no director or officer of the Company adopted orterminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
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