Sable Offshore Corp.
For the period ended Dec 31, 2025. Filed Apr 30, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Dec 31, 2025 · Filed Apr 30, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| o | Preliminary Proxy Statement |
|---|---|
| o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| x | Definitive Proxy Statement |
| o | Definitive Additional Materials |
| o | Soliciting Material under § 240.14a-12 |
SABLE OFFSHORE CORP.(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| x | No fee required |
|---|---|
| o | Fee paid previously with preliminary materials |
| o | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
Sable Offshore Corp.
845 Texas Avenue, Suite 2920
Houston, TX 77002
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on June 10, 2026 at 8:00 a.m., Eastern Daylight Time
via online webcast atwww.virtualshareholdermeeting.com/SOC2026
Dear Stockholder:
We are pleased to invite you to attend the 2026 Annual Meeting of Stockholders (including any adjournments, continuations or postponements thereof, the “Annual Meeting”) of Sable Offshore Corp., a Delaware corporation (“Sable”, “Company”, or “we”), to be held on Wednesday, June 10, 2026 at 8:00 a.m., Eastern Daylight Time in a virtual-only format, via live webcast atwww.virtualshareholdermeeting.com/SOC2026.
We are holding the Annual Meeting for the following purposes, as more fully described in the accompanying proxy statement:
To elect one Class II director, Gregory Pipkin, to hold office until our 2029 annual meeting of stockholders and until his successor is duly elected and qualified, or until his earlier death, resignation or removal;
To ratify the appointment of Ham, Langston & Brezina, L.L.P. as our independent registered public accounting firm for the fiscal year ending December 31, 2026; and
To conduct any other business properly brought before the Annual Meeting.
Our board of directors has fixed the close of business on April 20, 2026 as the record date (the “Record Date”) for the Annual Meeting. Stockholders of record as of the Record Date are entitled to notice of and to vote at the Annual Meeting, or any continuation, postponement or adjournment thereof. The Annual Meeting may be continued or adjourned from time to time without notice other than by announcement at the Annual Meeting.
In seeking to reduce costs, we are primarily furnishing proxy materials to our stockholders electronically as permitted by the U.S. Securities and Exchange Commission. Unless an election has been affirmatively made to receive printed paper copies of the materials by mail, stockholders will receive a Notice of Internet Availability of Proxy Materials (the “Notice”) with instructions for accessing the proxy materials free of charge over the Internet. On or about April 30, 2026, we expect to mail the Notice to our stockholders of record as of the Record Date.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 10, 2026:
The proxy statement for the Annual Meeting and the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 are available free of charge at www.proxyvote.com. You will be asked to enter the 16-digit control number located on your proxy card.
YOUR VOTE IS IMPORTANT. Whether or not you plan to attend the Annual Meeting, we urge you to submit your vote in advance via the Internet, telephone or mail. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote during the meeting, you must follow the instructions from your broker, bank or other nominee.
By Order of the Board of Directors
James C. Flores
Chairman of the Board and Chief Executive Officer
2026 PROXY STATEMENT
TABLE OF CONTENTS
| Page No. | |
|---|---|
| QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING | 3 |
| INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE | 8 |
| PROPOSAL ONE: ELECTION OF DIRECTORS | 14 |
| PROPOSAL TWO: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 15 |
| REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS | 17 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 18 |
| EXECUTIVE OFFICERS | 20 |
| EXECUTIVE COMPENSATION | 22 |
| DIRECTOR COMPENSATION | 28 |
| RELATED PERSON TRANSACTIONS | 29 |
| OTHER MATTERS | 31 |
SABLE OFFSHORE CORP.
845 Texas Avenue, Suite 2920
Houston, TX 77002
PROXY STATEMENT
FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS
To Be Held on Wednesday, June 10, 2026 at 8:00 a.m. Eastern Daylight Time
Our board of directors is soliciting your proxy to vote at the 2026 Annual Meeting of Stockholders (including any adjournments, continuations or postponements thereof, the “Annual Meeting”) of Sable Offshore Corp., a Delaware corporation (“Sable”, “Company”, or “we”) for the purposes set forth in this Proxy Statement. This Proxy Statement includes information that we are required to provide to you under the rules of the U.S. Securities and Exchange Commission (the “SEC”) and that is designed to assist you in voting your shares. The Annual Meeting will be held virtually on June 10, 2026 at 8:00 a.m. (Eastern Daylight Time) via online webcast atwww.virtualshareholdermeeting.com/SOC2026.
In accordance with rules and regulations adopted by the SEC, we are providing our stockholders access to our proxy materials and other Annual Meeting materials on the Internet. Accordingly, a Notice of Internet Availability of Proxy Materials (the “Notice”) will be provided electronically to all stockholders entitled to vote at the Annual Meeting on or about April 30, 2026, unless a stockholder has previously requested printed materials. If you held shares of our Common Stock, $0.0001 par value (“Common Stock”), as of the close of business on April 20, 2026 (the “Record Date”), you are entitled to vote on the proposals described in this proxy statement. Stockholders will have the ability to access the proxy materials and our 2025 Annual Report on Form 10-K on a website referred to in the Notice or request a printed set of the proxy materials to be sent to them by following the instructions in the Notice. The Notice contains instructions on how you can vote on the Internet or by telephone. You will need the 16-digit control number provided on the Notice or your proxy card (if applicable) to vote.
The information provided in the “question and answer” format below is for your convenience only and is merely a summary of the information contained in this Proxy Statement. You should read this entire Proxy Statement carefully. Information contained on, or that can be accessed through, our website is not intended to be incorporated by reference into this Proxy Statement and references to our website address in this Proxy Statement are inactive textual references only.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.