socc-20260331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

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
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

845 Texas Avenue, Suite 2920 Houston, TX 77002						77002
(Address of principal executive offices)						(Zip Code)

(713) 579-6161
(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading
Symbol(s)

Name of each exchange
on which registered

Common Stock, par value $0.0001 per share

SOC

The New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

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. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes o No x

As of May 5, 2026 there were 154,362,910 shares of Common Stock, $0.0001 par value, issued and outstanding.


		Page
PART 1 – FINANCIAL INFORMATION		3

Item 1.	Condensed Consolidated Financial Statements (unaudited)

	Condensed Consolidated Balance Sheets	3

	Condensed Consolidated Statements of Operations	4

	Condensed Consolidated Statements of Changes in Stockholders’ Equity	5

	Condensed Consolidated Statements of Cash Flows	6

	Notes to Condensed Consolidated Financial Statements	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	31

Item 4.	Controls and Procedures	32

PART II – OTHER INFORMATION		33

Item 1.	Legal Proceedings	33

Item 1A.	Risk Factors	33

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	33

Item 3.	Defaults Upon Senior Securities	33

Item 4.	Mine Safety Disclosures	33

Item 5.	Other Information	34

Item 6.	Exhibits	34

SIGNATURES		35



	March 31, 2026		December 31, 2025
Assets
Current assets:
Cash and cash equivalents	$	52,168	$	97,684
Accounts receivable	1,542		—
Inventory	6,306		12,078
Materials and supplies	14,403		14,658
Prepaid expenses and other current assets	10,594		11,282
Total current assets	85,013		135,702
Oil and gas properties (Successful efforts method)
Oil and gas properties	1,611,450		1,567,029
Less: Accumulated depreciation, depletion and amortization	(9,933)		(5,977)
Total oil and gas properties, net	1,601,517		1,561,052
Other, net	43,352		44,068
Total assets	$	1,729,882	$	1,740,822

Liabilities and Stockholders’ Equity
Accounts payable and accrued liabilities	$	117,324	$	99,353
Senior Secured Term Loan including paid-in-kind interest, net	956,252		921,584
Other current liabilities	4,234		2,488
Total current liabilities	1,077,810		1,023,425
Warrant liabilities	81,895		37,738
Asset retirement obligations	116,466		113,181
Deferred tax liability	12,833		12,833
Other	19,015		19,342
Total liabilities	1,308,019		1,206,519
Commitments and Contingencies (Note 6)
Stockholders’ Equity
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding at March 31, 2026 and December 31, 2025	—		—
Common Stock, $0.0001 par value; 500,000,000 shares authorized; 150,321,586 and 144,961,796 issued and outstanding at March 31, 2026 and December 31, 2025, respectively	16		15
Additional paid-in capital	1,727,331		1,642,746
Accumulated deficit	(1,305,484)		(1,108,458)
Total Stockholders’ Equity	421,863		534,303
Total Liabilities and Stockholders’ Equity	$	1,729,882	$	1,740,822


	Three Months Ended March 31,
	2026		2025
Revenue
Oil sales	$	1,271	$	—
Total revenue	1,271		—
Operating Expenses
Operations and maintenance expenses	68,033		34,443
Depletion, depreciation, amortization and accretion	3,942		3,021
General and administrative expenses	48,050		22,332
Total operating expenses	120,025		59,796
Loss from operations	(118,754)		(59,796)
Other (income) expenses:
Change in fair value of warrant liabilities	44,157		21,295
Other income	(553)		(3,440)
Interest expense	34,668		21,010
Total other expense, net	78,272		38,865
Loss before income taxes	(197,026)		(98,661)
Income tax expense	—		10,883
Net loss	$	(197,026)	$	(109,544)
Basic and diluted net loss per Common Stock
Weighted average Common Stock outstanding, basic and diluted	143,670,869		84,436,726
Basic and diluted net loss per Common Stock	$	(1.37)	$	(1.30)


	Common Stock			Additional Paid-In Capital		Accumulated Deficit		Total Stockholders’ Equity
	Shares	Amount
BALANCE—December 31, 2025	144,961,796	$	15	$	1,642,746	$	(1,108,458)	$	534,303
Issuance of Common Stock, net	5,359,790	1		70,757		—		70,758
Share based compensation	—	—		13,828		—		13,828
Net loss	—	—		—		(197,026)		(197,026)
BALANCE—March 31, 2026	150,321,586	$	16	$	1,727,331	$	(1,305,484)	$	421,863


	Three Months Ending March 31,
(dollars in thousands)	2026		2025
Cash flows from operating activities:
Net loss	$	(197,026)	$	(109,544)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation, depletion, amortization and accretion	3,942		3,021
Share based compensation expense	15,026		6,065
Amortization of operating lease right-of-use asset	369		406
Amortization of debt issuance costs	99		156
Paid-in-kind interest	34,569		20,854
Deferred tax expense	—		10,883
Change in fair value of warrant liabilities	44,157		21,295
Changes in current assets and current liabilities, net of effect of acquisition:
Accounts receivable	(1,542)		—
Inventory	(3,186)		—
Materials and supplies	252		257
Prepaid expenses and other assets	892		(2,599)
Accounts payable and accrued liabilities	20,224		1,271
Net cash used in operating activities	(82,224)		(47,935)

Cash flows from investing activities:
Payments for capital expenditures	(21,050)		(63,304)
Net cash used in investing activities	(21,050)		(63,304)

Cash flows from financing activities:
Offering proceeds	72,394		—
Payment of equity issuance costs	(14,433)		(36)
Payment of debt issuance costs	(203)		—
Net cash provided by (used in) financing activities	57,758		(36)
Net change in cash	(45,516)		(111,275)
Cash, cash equivalents and restricted cash, beginning of the period	97,684		335,772
Cash, cash equivalents and restricted cash, end of the period	$	52,168	$	224,497

Reconciliation of cash, cash equivalents and restricted cash to the unaudited condensed consolidated balance sheets
Cash and cash equivalents	$	52,168	$	188,987
Restricted cash	—		35,510
Total cash, cash equivalents and restricted cash	$	52,168	$	224,497



(in thousands)	March 31, 2026		December 31, 2025
Accounts payable	$	37,657	$	25,239
Accrued operations expenditures	28,034		23,929
Accrued general and administrative, and other	51,633		50,185
Total accounts payable and accrued liabilities	$	117,324	$	99,353


	Three Months Ended March 31,
(dollars in thousands, except per share amounts)	2026		2025
Net loss	$	(197,026)	$	(109,544)
Weighted average shares outstanding—Basic and diluted	143,670,869		84,436,726
Net loss per share—Basic and diluted	$	(1.37)	$	(1.30)


	Private Placement Warrants	Working Capital Warrants	Total





Outstanding Warrants as of December 31, 2025	5,680,692	3,306,370	8,987,062
Expired	(1,418,192)	—	(1,418,192)
Outstanding Warrants as of March 31, 2026	4,262,500	3,306,370	7,568,870


	As of March 31, 2026
(in thousands)	Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Liabilities:
Senior Secured Term Loan	$	—	$	956,252	$	—	$	956,252
Private Placement Warrants	—		—		46,120		46,120
Working Capital Warrants	—		—		35,775		35,775
Restricted Stock Unit Liability(1)	—		1,917		—		1,917
Total	$	—	$	958,169	$	81,895	$	1,040,064
(1) Certain restricted stock units qualify for liability treatment and are remeasured at the end of each reporting period.


	As of December 31, 2025
(in thousands)	Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Liabilities:
Senior Secured Term Loan	$	—	$	921,584	$	—	$	921,584
Private Placement Warrants	—		—		22,331		22,331
Working Capital Warrants	—		—		15,407		15,407
Restricted Stock Unit Liability(1)	—		719		—		719
Total	$	—	$	922,303	$	37,738	$	960,041
(1) Certain restricted stock units qualify for liability treatment and are remeasured at the end of each reporting period.


Inputs	March 31, 2026
Stock price	$	16.52
Strike price	$	11.50
Term (in years)	2.88
Volatility	90.0		%
Risk-free rate	3.74		%
Dividend yield	0.00		%


Inputs	December 31, 2025
Stock price	$	9.02
Strike price	$	11.50
Term (in years)	0.15
Volatility	180.0		%
Risk-free rate	3.64		%
Dividend yield	0.00		%


Inputs	December 31, 2025
Stock price	$	9.02
Strike price	$	11.50
Term (in years)	3.12
Volatility	85.0		%
Risk-free rate	3.50		%
Dividend yield	0.00		%


	SABLE OFFSHORE CORP.

Date: May 6, 2026	By:	/s/ James C. Flores
	Name:	James C. Flores
	Title:	Chairman and Chief Executive Officer (Principal Executive Officer)

Date: May 6, 2026	By:	/s/ Gregory D. Patrinely
	Name:	Gregory D. Patrinely
	Title:	Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)


(in thousands)	Private Placement Warrants (Level 3)		Working Capital Warrants (Level 3)		Total Level 3 Liabilities Fair Value
Fair Value as of December 31, 2025	$	22,331	$	15,407	$	37,738

Expirations	(2,468)		—		(2,468)
Change in valuation inputs or other assumptions	26,257		20,368		46,625
Fair Value as of March 31, 2026	$	46,120	$	35,775	$	81,895


	Three Months Ended March 31,				Increase (Decrease)
(in thousands)	2026		2025		$		%
Revenue
Oil sales	$	1,271	$	—	$	1,271	100.0%
Total revenue	1,271		—		1,271		100.0%
Operating Expenses
Operations and maintenance expenses	68,033		34,443		33,590		98%
Depletion, depreciation, amortization and accretion	3,942		3,021		921		30%
General and administrative expenses	48,050		22,332		25,718		115%
Total operating expenses	120,025		59,796		60,229		101%
Loss from operations	(118,754)		(59,796)		(58,958)		99%
Other (income) expenses:
Change in fair value of warrant liabilities	44,157		21,295		22,862		nm
Other income	(553)		(3,440)		2,887		nm
Interest expense	34,668		21,010		13,658		65%
Total other expense, net	78,272		38,865		39,407		nm
Loss before income taxes	(197,026)		(98,661)		(98,365)		100%
Income tax expense	—		10,883		(10,883)		nm
Net loss	$	(197,026)	$	(109,544)	$	(87,482)	80%
nm: not meaningful


	Three Months Ended March 31,				Change
(dollars in thousands)	2026		2025		$		%
Cash flows (used in) provided by:
Operating activities	$	(82,224)	$	(47,935)	$	(34,289)	(72)%
Investing activities	(21,050)		(63,304)		42,254		67%
Financing activities	57,758		(36)		57,794		nm
Net change in cash and cash equivalents	$	(45,516)	$	(111,275)
nm: not meaningful

SEC Form 10-Q filed by Sable Offshore Corp.