UNITED STATES SECURITIES AND EXCHANGE COMMISSION 001-40111 (Commission File Number) Washington, D.C. 20549 _________________________ FORM 8-K _________________________ CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): August 12, 2025 ___________________________________ Sable Offshore Corp. (Exact name of registrant as specified in its charter) ___________________________________ Delaware (State or other jurisdiction of inc ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) For the transition period from _________ to _________ Commission File No. 001-40111 __________________________ SABLE OFFSHORE CORP. (Exact name of registrant as specified in its charter) __________________________ Delaware 85-3514078 x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (State or other jurisdiction of incorporation or organization) (I.R.S. Employ ...

Business Combination and Financing - The Business Combination was completed on February 14, 2024, resulting in the issuance of 44,024,910 shares of Common Stock for gross proceeds of $440.2 million[169]. - A second PIPE Investment occurred on September 26, 2024, raising approximately $150.0 million through the issuance of 7,500,000 shares at $20.00 per share[170]. - The company has raised approximately $440.2 million from the First PIPE Investment and $150.0 million from the Second PIPE Investment in connection with the Business Combination[194]. - The net cash provided by financing activities for the period February 14, 2024, through March 31, 2024, was $396.0 million, contributing to a combined total of $418.5 million for the two periods[203]. Operational Performance - The Company has not had any substantial revenues since the shut-in, with operating expenses being the principal metrics for performance assessment[182]. - Operating and maintenance expenses for the three months ended March 31, 2025, were $34.4 million, an increase of $19.8 million, or 135.3%, compared to $7.3 million for the Predecessor period[188]. - Depletion, depreciation, amortization, and accretion for the same period was $3.0 million, a decrease of $1.0 million, or 24.6%, compared to $4.0 million for the combined Predecessor periods[189]. - General and administrative expenses were $22.3 million for the three months ended March 31, 2025, a decrease of $129.8 million compared to $152.2 million for the combined Predecessor periods[190]. - Total other expense, net was $38.9 million for the three months ended March 31, 2025, an increase of $31.2 million compared to $7.7 million for the combined Predecessor periods[192]. - Income tax expense for the three months ended March 31, 2025, was $10.9 million, a decrease of $2.5 million compared to $13.4 million for the period February 14, 2024 through March 31, 2024[193]. - Cash flows used in operating activities were $47.9 million for the three months ended March 31, 2025, a decrease of $10.7 million, or 18.2%, compared to $58.6 million for the combined Predecessor periods[199]. - For the three months ended March 31, 2025, the company reported a net loss of $109.5 million, which includes non-cash expenses totaling $62.2 million[200]. - The company incurred a combined net loss of $191.9 million for the periods from January 1, 2024, through March 31, 2024[200]. Future Outlook - Sable estimates remaining start-up expenses of approximately $44.1 million to restart production in the second quarter of 2025[195]. - The company expects production to restart in the second quarter of 2025, after which operating cash flows are anticipated to be sufficient to cover operating expenses and debt[194]. - Future cash flow from operations will depend on the ability to restart oil and gas production and prevailing commodity prices[200]. - There is substantial doubt about the company's ability to continue as a going concern due to the need for regulatory approvals and potential cost overruns in restarting production[198]. Regulatory and Compliance Issues - The Coastal Commission issued a Notice of Violation regarding unpermitted development activities, which the Company is addressing through compliance measures[177]. - The Company is actively engaged in legal proceedings against the Coastal Commission regarding the authority to prohibit work authorized by existing permits[181]. - The Company has implemented enhanced integrity standards for the Pipeline as approved by the California Office of the State Fire Marshal[176]. Company Classification and Structure - The company is classified as an "emerging growth company" and a "smaller reporting company," allowing for reduced public company reporting requirements[221][222]. - The company has no off-balance sheet arrangements as of March 31, 2025[207]. - The Senior Secured Term Loan requires interest payments at 10% per annum, with specific conditions for paid-in-kind interest[205]. Asset Management - The SYU Assets, which include three offshore platforms and an onshore processing facility, have been shut in since 2015 and are not currently producing oil and gas[172]. - The company has maintained the SYU Assets in an operation-ready state since 2015, with no depletion recorded during the periods presented[213]. - The comparability of operating results for the three months ended March 31, 2025, was impacted by the Business Combination, with results from the Predecessor not included in the Successor's financial statements[184].

Financial Condition and Performance - The company reported a net loss of $617,278 thousand for the period from February 14, 2024, to December 31, 2024, compared to a net loss of $93,673 thousand for the year ended December 31, 2023[340]. - The accumulated deficit as of December 31, 2024, stands at $698,296 thousand, reflecting ongoing financial challenges[342]. - The company has cash and cash equivalents of $300,384 thousand as of December 31, 2024, indicating a strong liquidity position[338]. - The company’s total stockholders' equity as of December 31, 2024, is $384,185 thousand, up from $339,021 thousand in the previous year[338]. - The company reported a net loss of $617,278 for the year ended December 31, 2024, compared to a net loss of $11,789 for the previous period[345]. - Net cash used in operating activities was $162,968, significantly higher than $22,474 in the prior period[345]. - The company has experienced negative cash flows from operations since inception, raising concerns about its ability to continue as a going concern[360]. - The company is facing uncertainties regarding regulatory approvals necessary to restart production, raising doubts about its ability to continue as a going concern[331]. Production and Operational Challenges - The company estimates total remaining start-up expenses of approximately $152.0 million to restart production, primarily for regulatory approvals and pipeline repairs, expected to be completed by Q2 2025[142]. - The company may be unable to restart production by March 1, 2026, which would allow the prior owner to reclaim the SYU Assets without compensation, impacting financial stability[141]. - The company must restart production of the SYU Assets by March 1, 2026, or risk losing ownership to EM without compensation[170]. - The company faces risks related to permitting obligations and regulatory requirements that must be satisfied before restarting production[140]. - The company expects to continue incurring losses until it can restart production of the SYU Assets, contingent upon regulatory approvals[359]. - The company has not generated any oil and gas revenue to date as it is working to restart production associated with its oil and gas properties[372]. Market and Commodity Price Risks - Oil, natural gas, and NGL prices are volatile and significantly affect the company's cash flow and financial condition, with historical fluctuations noted[144][145]. - For the five years ended December 31, 2024, NYMEX-WTI oil futures prices ranged from a high of $123.70 per Bbl to a low of $(37.63) per Bbl, indicating significant market volatility[147]. - An extended decline in commodity prices could render the company's business uneconomical, leading to potential write-downs of asset values[148]. - The differential between NYMEX benchmark prices and the wellhead prices expected for future production could significantly reduce cash flow[149]. - Management expects significant volatility in oil and gas prices and industry margins, impacting future earnings[392]. Regulatory and Environmental Risks - The company is subject to stringent environmental regulations that could increase operational costs and affect profitability[181]. - New environmental laws may impose stricter requirements, potentially impacting the company's ability to conduct drilling and production activities[184]. - The California state government has enacted measures to reduce fossil fuel supply and demand, potentially limiting oil and gas production[195]. - The U.S. Court of Appeals has prohibited new permits for hydraulic fracturing in federal waters off California until a full environmental review is completed, which could delay operations[198]. - The State Lands Commission has authorized a temporary moratorium on new offshore oil and gas pipeline lease applications until an analysis of public trust resources is completed by December 31, 2026[200]. - The listing of species as "threatened" or "endangered" could lead to increased costs and operational restrictions, adversely affecting financial results[186]. - Climate change measures and technological advances may reduce demand for oil, natural gas, and NGLs, impacting business and financial condition[187]. - The Inflation Reduction Act imposes a waste emissions charge on facilities exceeding a specified emissions threshold, creating uncertainty in future implementation[190]. - The Inflation Reduction Act of 2022 imposes a methane emissions charge starting at $900 per ton in 2024, increasing to $1,200 in 2025 and $1,500 in 2026, which could significantly increase operational costs for the company[211]. Financial Obligations and Capital Structure - The Senior Secured Term Loan Agreement imposes restrictive covenants that limit the company's ability to engage in mergers, incur debt, or pay dividends[171]. - A springing maturity date of 90 days after restarting production could necessitate refinancing under potentially unfavorable market conditions[174]. - Future refinancing may expose the company to interest rate risk, increasing debt service obligations if variable rates are incurred[175]. - The company may need to raise additional capital through equity or debt issuance, which could dilute existing shareholders and impose operational restrictions[176]. - The company may seek to obtain financing by issuing additional shares or debt securities, which could dilute existing stockholders' ownership and reduce the market price of its Common Stock[230]. - The company is required to maintain reserve funds for decommissioning costs, which are subject to change and could materially affect financial condition if actual costs exceed estimates[212]. Internal Control and Governance - The company has identified material weaknesses in internal control over financial reporting, which could adversely affect investor confidence and financial reporting accuracy[139]. - The company is required to maintain effective disclosure controls and internal control over financial reporting to comply with the Sarbanes-Oxley Act, which may incur significant costs and challenges[225]. - There is a risk that the company may not conclude that its internal control over financial reporting is effective, which could lead to material weaknesses being identified[225]. - The company is classified as an "emerging growth company," which allows it to take advantage of reduced reporting requirements, potentially making its stock less attractive to investors[241]. Shareholder and Market Risks - The trading price of the company's Common Stock is likely to be volatile, influenced by various external factors beyond operational performance[218]. - Future sales of the company's Common Stock by existing stockholders could negatively impact the market price of the stock, potentially leading to reduced liquidity and increased volatility[227]. - The trading market for the company's Common Stock may decline if analysts do not publish favorable reports or cease coverage altogether[236]. - Unfavorable ESG ratings may lead to negative investor sentiment and a diversion of investment, adversely affecting stock price and access to capital[206]. - Increased scrutiny from government agencies on "de-SPAC" transactions may adversely affect the stock price due to heightened regulatory focus[222]. Acquisition and Asset Management - The company completed a merger and acquired the SYU Assets effective January 1, 2022, as part of its business combination strategy[350]. - The company completed an acquisition with a total adjusted purchase consideration of $985.6 million, which includes a $625 million Senior Secured Term Loan and $203.9 million in cash paid to Exxon[414][415]. - The fair value of oil and gas properties acquired in the transaction was estimated at $1.06 billion, with asset retirement obligations of $90.1 million assumed[416]. - The Company had net capitalized costs related to oil and gas properties and related equipment of $1.2 billion as of December 31, 2024, and $689.0 million as of December 31, 2023[389]. - The Company assesses oil and gas properties for impairment on an ongoing basis, considering various indicators such as significant decreases in market prices or adverse changes in usage[390].

Company Announcement - Sable Offshore Corp. announced its results for the quarter ended September 30, 2024, in a press release dated November 14, 2024[2]. - The report was signed by Gregory D. Patrinely, Executive Vice President and Chief Financial Officer, on November 14, 2024[6]. Regulatory Classification - The company is classified as an emerging growth company under the Securities Act of 1933[2]. Coordination Efforts - Ongoing coordination with the California Coastal Commission was highlighted in a separate press release issued on the same date[4]. Financial Documentation - The financial statements and additional exhibits related to the quarterly results are included in the filings[5].

Business Combination and Financing - Sable Offshore Corp. completed a Business Combination on February 14, 2024, resulting in the issuance of 44,024,910 shares of Common Stock at $10.00 per share, generating gross proceeds of $440.2 million[153]. - A second PIPE Investment occurred on September 26, 2024, with the issuance of 7,500,000 shares at $20.00 per share, raising approximately $150.0 million[154]. - As of September 30, 2024, warrant holders exercised 6,315,977 Warrants, resulting in approximately $72.5 million in cash proceeds[168]. - As of November 4, 2024, 15,957,820 shares of Common Stock were issued upon the exercise of 99.8% of the outstanding Public Warrants, resulting in aggregate proceeds of $183.5 million[170]. - Financing activities generated $618.4 million in net cash for the Successor period, significantly higher than $22.5 million for the Predecessor period[200]. - The Company has over $600 million of the Purchase Price seller-financed through a secured Senior Secured Term Loan[191]. Operational Status and Legal Proceedings - The Santa Ynez Unit (SYU) consists of three offshore platforms and an onshore processing facility, which have been non-operational since 2015 due to a pipeline incident[155]. - Sable Offshore Corp. is currently involved in legal proceedings regarding the resumption of operations for 16 oil and gas leases in the Santa Ynez Unit, with a court complaint filed against the Bureau of Environmental Safety and Enforcement[159]. - The County of Santa Barbara has acknowledged the completion of Sable's applications for changes in ownership and operation of the SYU and associated pipelines[162]. - Sable Offshore Corp. is working with the California Coastal Commission to address maintenance and repair activities on the Pipelines, which may require additional permitting[167]. - The company plans to enhance pipeline safety through the installation of new safety valves and the establishment of a local Surveillance and Response Team[164]. Financial Performance - Operating and maintenance expenses for the three months ended September 30, 2024, were $25.6 million, an increase of $11.4 million or 79.8% compared to $14.3 million for the same period in 2023[178]. - General and administrative expenses for the three months ended September 30, 2024, were $26.2 million, representing an increase of $23.2 million compared to $3.0 million for the same period in 2023[180]. - Total other expense, net for the three months ended September 30, 2024, was $200.1 million, an increase of $199.6 million compared to $0.5 million for the same period in 2023[181]. - The net loss for the three months ended September 30, 2024, was $255.6 million, an increase of $232.5 million or 1007.8% compared to a net loss of $23.1 million for the same period in 2023[178]. - Operating and maintenance expenses for the nine months ended September 30, 2024, were $66.6 million, representing an increase of $23.4 million or 54.2% compared to $43.2 million for the same period in 2023[185]. - General and administrative (G&A) expenses increased to $211.6 million for the nine months ended September 30, 2024, compared to $9.1 million for the same period in 2023, representing a $202.5 million increase[188]. - Total other expense, net rose to $305.8 million for the nine months ended September 30, 2024, up from $0.5 million in the same period in 2023, reflecting a $305.3 million increase[189]. - Income tax expense for the three months ended September 30, 2024, was $0.9 million, an increase of $0.9 million compared to zero income tax expense for the same period in 2023[183]. - Income tax expense for the Successor period was $19.4 million, compared to zero for the Predecessor period, indicating a significant increase due to deferred tax asset valuation adjustments[190]. Cash Flow and Future Projections - Cash flows from operating activities showed a net cash used of $125.5 million for the Successor period, a 170.9% increase compared to $54.6 million for the nine months ended September 30, 2023[196]. - Net cash used in investing activities was $222.7 million for the Successor period, primarily for pipeline repairs and restart efforts[198]. - The Company estimates start-up expenses of approximately $197.0 million to restart production in Q4 2024, with capital expenditures expected to be substantial[192]. - The company expects operating and maintenance expenses to increase over the next several years as production is restarted[178]. - Future cash flow from operations will depend on the ability to bring oil and gas production back online and prevailing market prices[196]. Company Classification and Accounting Policies - The company is classified as an "emerging growth company" and may remain so until the last day of the fiscal year following the fifth anniversary of its IPO, unless certain revenue or market value thresholds are exceeded[219]. - The company is also a "smaller reporting company," which allows it to provide only two years of audited financial statements, remaining so until specific market value or revenue limits are surpassed[220]. - The company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks, and all outstanding warrants are recognized as derivative liabilities at fair value[217][218]. - The company evaluates asset impairment based on future undiscounted cash flows, and an asset group is considered impaired if its estimated cash flows are less than its carrying value[213][214]. - The fair value of asset retirement obligations is recorded as liabilities on a discounted basis, considering factors such as legal obligations and estimated settlement amounts[216]. - Management's estimates for cash flow assessments include assumptions about future production volumes, commodity prices, and operating costs[215]. - The company does not anticipate that recently issued accounting standards will have a material effect on its financial statements[221]. Internal Controls and Reporting - There have been no changes in internal controls over financial reporting that materially affected the company's controls during the quarter[225]. - The company's disclosure controls and procedures were evaluated as effective as of September 30, 2024, ensuring accurate financial reporting[224]. - The company monitors for indicators of potential impairment throughout the year, aligned with ASC 360 and ASC 932 requirements[212].

Company Overview - Sable Offshore Corp. announced results for the quarter ended June 30, 2024, in a press release dated August 13, 2024[3]. - The company is classified as an emerging growth company[2]. - The company’s principal executive office is located in Houston, Texas[1]. Financial Reporting - The press release is attached as Exhibit 99.1 and includes detailed financial results[3]. - The report does not include specific financial metrics or performance indicators in the provided content[3]. - The filing is made under the Securities Exchange Act of 1934, ensuring compliance with regulatory requirements[5]. - The report was signed by Gregory D. Patrinely, Executive Vice President and Chief Financial Officer[5]. - The company has not elected to use the extended transition period for new financial accounting standards[2]. Future Outlook and Developments - No specific user data or future outlook was provided in the available content[3]. - There are no mentions of new products, technologies, market expansion, or acquisitions in the provided documents[3].

Financial Performance - Sable Offshore Corp. reported a net loss of $180.1 million for Q1 2024, primarily due to expenses related to the Business Combination and a legal settlement[4]. - The company raised a total of $502.4 million to complete the Business Combination, including $440.2 million in PIPE investments and $62.2 million from the IPO[4]. Resource Estimates - Total Net Estimated Contingent Resources increased by 21% to 646 MMboe, with a PV-10 value of $10.0 billion, up from $4.9 billion in December 2023[4]. - The estimated cash flows from the Development Drilling Program Best Estimate are projected at $4.81 billion, with a total best estimate contingent resources of 467 MMboe[5]. Production Plans - Sable expects to restart production at the Santa Ynez Unit in September 2024, with an initial net production rate of approximately 28,000 BOE/D[10]. - Cash costs per BOE are projected to be $19.00 for lease operating expenses and $3.50 for gathering, processing, and transportation in Q4 2024[6]. Business Initiatives - The company has initiated a carbon sequestration business planning phase, intending to utilize Sable-owned infrastructure for offshore carbon sequestration[10]. - Sable completed the asset handover with ExxonMobil, hiring 48 former employees and adding 24 new employees as of May 15, 2024[4]. Regulatory and Legal Matters - The company is actively working with regulatory agencies to progress towards production restart and has submitted necessary notifications for pipeline safety[8]. - A fairness hearing for the legal settlement related to Sable-owned pipelines is scheduled for September 13, 2024[4].

Business Combination and Operations - Sable Offshore Corp. completed a Business Combination on February 14, 2024, resulting in the acquisition of the Santa Ynez field and associated assets from Exxon Mobil Corporation for an aggregate PIPE investment of $440.25 million[155][159]. - Following the Business Combination, all operations will focus on restarting production of the SYU Assets, pending necessary regulatory approvals and construction repairs[171]. - The SYU Assets consist of three offshore platforms and an onshore processing facility, which have been non-operational since 2015 due to a pipeline incident[164]. - The Business Combination was structured as a forward merger, with the financial statements of the Successor now reflecting the Company's consolidated results[154]. - The Company has a lock-up agreement for Holdco Class A shares, preventing transfer for three years following the Business Combination[162]. Financial Performance - The Company has not generated substantial revenues since the shut-in of operations, with operating expenses being the primary performance metrics[168]. - Total operating expenses increased by 636.6% to $159.1 million compared to $23.2 million for the three months ended March 31, 2023[173]. - General and administrative expenses rose to $152.2 million, up from $3.1 million for the same period last year, primarily due to a $70.0 million settlement and $46.4 million in share-based compensation[177]. - Net loss for the period was $180.1 million, a significant increase of 727.4% compared to a loss of $23.2 million for the three months ended March 31, 2023[173]. - Cash used in operating activities increased by 196.8% to $36.1 million from $22.5 million in the previous period[186]. - Cash flows from investing activities amounted to $204.1 million, reflecting payments made to EM at Closing[188]. - Financing activities generated $396.0 million, primarily from PIPE Investments, net of transaction expenses[191]. Future Expectations and Concerns - The Company anticipates future increases in ad valorem taxes in line with the projected restart of production[170]. - The company estimates start-up expenses of approximately $197.0 million to restart production in Q3 2024[181]. - The company anticipates a rapid increase in operating cash flows post-production restart, contingent on regulatory approvals[180]. - There is substantial doubt about the company's ability to continue as a going concern due to the need for additional capital and regulatory approvals[184]. Regulatory and Reporting Classifications - The company has been classified as an "emerging growth company" and may remain so until the last day of the fiscal year following the fifth anniversary of its IPO, unless certain revenue or market value thresholds are exceeded[208]. - The company is also classified as a "smaller reporting company," allowing it to provide reduced disclosure obligations, including only two years of audited financial statements[209]. Accounting and Financial Reporting - The Company’s financial statements for the Predecessor periods do not include results from the Pipelines, which are now included in the Successor financial statements[166][167]. - The company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks, and all outstanding warrants are recognized as derivative liabilities at fair value[206][207]. - The company’s asset retirement obligations are primarily related to future plugging and abandonment of oil and gas properties, recorded as liabilities on a discounted basis[205]. - The company assesses asset recoverability on an ongoing basis, estimating future undiscounted cash flows to determine if carrying amounts are recoverable[203][204]. - The company capitalizes exploratory well costs when sufficient resources are found, while other exploratory expenditures are expensed as incurred[197]. - Depreciation, depletion, and amortization are primarily determined under the unit-of-production method, based on estimated asset service life[198]. - The company has maintained the SYU assets in an operation-ready state since 2015, resulting in no depletion recorded for the periods presented[201]. - The company does not believe that any recently issued accounting standards will have a material effect on its financial statements[210]. - The company monitors for indicators of potential impairment throughout the year, aligned with ASC 360 and ASC 932 requirements[202]. Interest and Other Income - The Company’s only source of non-operating income is interest income on cash and cash equivalents and changes in fair value of derivative warrant liabilities[171]. - Interest expense for the period was $9.8 million, marking a significant increase as the predecessor had no associated interest expenses[178].

Financial Statements - The audited consolidated financial statements of SYU for the year ended December 31, 2023, will be included in Amendment No. 1 to the Company's Current Report on Form 8-K filed on February 14, 2024[44]. Facility and Capacity - The onshore processing facility has an oil treating plant with a capacity of approximately 180 MBop/d and a biologic/physical water treating plant with a capacity of more than 67 MBwp/d[45]. - The crude storage capacity at the facility is 540 MBbls, supporting operational efficiency and market supply[45]. - The company has a fully integrated oil and gas processing facility with additional capacity for development, indicating potential for future expansion[45]. Market Value - The aggregate market value of the registrant's common stock held by non-affiliates was approximately $67.66 million as of June 30, 2023[62]. Regulatory Compliance - The company is in substantial compliance with environmental laws and holds all necessary permits, which may mitigate potential liabilities[51]. - The company entered into a pre-negotiated settlement agreement with the U.S. Department of Justice regarding the Line 901 incident, indicating ongoing regulatory engagement[46]. Financial Challenges and Strategy - The company anticipates challenges related to commodity price volatility and increased operating costs, which may impact future financial performance[57]. - The company is focused on maintaining relationships with customers and managing growth profitably to realize expected value creation from acquisitions[57]. - The company may face uncertainties related to new technologies and regulatory changes that could affect operational efficiency and market positioning[57].