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Sable Offshore (NYSE: SOC) posts $197M Q1 loss amid heavy debt load

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Sable Offshore Corp. reported first quarter 2026 results, showing a net loss of $197.0 million. Management links the loss mainly to operating expenses tied to resuming oil transportation and sales through the Santa Ynez Pipeline System, general and administrative costs, non-cash interest expense of $34.7 million, and a non-cash loss of $44.2 million on warrant liabilities.

The company ended the quarter with short-term outstanding debt of $956.3 million, cash and cash equivalents of $52.2 million, and accounts payable of $37.7 million. Capital expenditures were about $44.4 million, including $21.2 million in one-time pipeline filling costs. Sable had 150,321,586 common shares outstanding and has raised roughly $95.0 million by selling 7,000,634 shares through its ATM equity program, while continuing discussions to refinance its Senior Secured Term Loan, which it expects to complete in Q2 2026.

Positive

  • Operations restarted at key asset: Successfully resumed sales of American oil from the Santa Ynez Unit under a Defense Production Act order, signaling a return to revenue-generating activity at core offshore California assets.
  • Additional equity capital raised: Sold 7,000,634 common shares through its ATM program for roughly $95.0 million in gross proceeds, providing incremental liquidity to support operations and capital spending.
  • Refinancing process underway: Continues discussions to refinance its Senior Secured Term Loan, with completion expected in Q2 2026, which could improve the maturity profile if executed on acceptable terms.

Negative

  • Substantial quarterly net loss: Recorded a Q1 2026 net loss of $197.0 million, driven by operating expenses related to resuming Santa Ynez transportation and sales, general and administrative costs, and sizable non-cash interest and warrant valuation losses.
  • High short-term debt versus cash: Ended the quarter with short-term outstanding debt of $956.3 million compared with cash and cash equivalents of only $52.2 million, indicating a heavy near-term financial burden and dependence on successful refinancing.
  • Meaningful capital spending requirements: Incurred approximately $44.4 million in Q1 capital expenditures, including one-time costs to fill segments of the Santa Ynez Pipeline System, adding to cash needs during a period of losses.

Insights

Large Q1 loss and high short-term debt increase refinancing importance.

Sable Offshore reported a Q1 2026 net loss of $197.0 million, driven by expenses tied to restarting Santa Ynez operations plus non-cash interest of $34.7 million and a $44.2 million warrant fair value loss. These non-cash items weigh on accounting results while not immediately impacting cash, but still reflect a highly leveraged capital structure.

Short-term outstanding debt of $956.3 million versus cash of $52.2 million highlights reliance on near-term refinancing. The company notes ongoing discussions to refinance its Senior Secured Term Loan, with completion expected in Q2 2026. It has raised about $95.0 million via its ATM equity program, which provides incremental liquidity but also increases the share count to 150,321,586. Actual outcomes will depend on final debt terms and operating cash flow as Santa Ynez production ramps.

Item 2.02 Results of Operations and Financial Condition Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Net loss $197.0 million First quarter 2026
Non-cash interest expense $34.7 million Component of Q1 2026 net loss
Non-cash loss on warrants $44.2 million Change in fair value of warrant liabilities in Q1 2026
Short-term outstanding debt $956.3 million Inclusive of paid-in-kind interest at Q1 2026 quarter end
Cash and cash equivalents $52.2 million Balance at Q1 2026 quarter end
Capital expenditures $44.4 million Q1 2026, including pipeline filling costs
Cash capex payments $21.1 million Cash payments for capital expenditures in Q1 2026
ATM gross proceeds $95.0 million From sale of 7,000,634 common shares to date
Defense Production Act order regulatory
"resumed sales of American oil from the Santa Ynez Unit in accordance with the Defense Production Act order"
Santa Ynez Pipeline System technical
"operating expenses associated with the resumption of oil transportation through the Santa Ynez Pipeline System (the “SYPS”)"
paid-in-kind interest financial
"Concluded the quarter with short-term outstanding debt of $956.3 million, inclusive of paid-in-kind interest."
Paid-in-kind interest is interest on a loan or bond that is paid by issuing more debt or additional securities instead of cash, so the borrower adds the unpaid interest to the principal balance. For investors, it matters because it preserves the borrower’s cash now but increases the total debt or dilutes ownership later—like taking a ballooning credit card balance instead of paying the bill—and can raise risk of higher leverage and reduced cash returns.
ATM common stock issuance program financial
"has sold 7,000,634 shares of its common stock for gross proceeds of approximately $95.0 million through its ATM common stock issuance program."
An at-the-market (ATM) common stock issuance program lets a company sell its ordinary shares directly into the open market through a broker at prevailing market prices, in small tranches over time rather than in one large offering. For investors it’s a flexible way for a company to raise cash without a single big sale, but it increases the total shares outstanding—reducing each owner’s percentage stake and potentially adding downward pressure on the stock price, like putting more items up for sale in a crowded marketplace.
Senior Secured Term Loan financial
"continues to progress discussions related to the debt refinancing of its Senior Secured Term Loan, expected to be completed in Q2 2026."
A senior secured term loan is a type of borrowing where a company borrows money and promises to pay it back over a fixed period, with the loan secured by the company's assets as collateral. Because it is "senior," it has priority over other debts if the company faces financial trouble, and being "secured" means lenders have a claim on specific assets. For investors, this makes the loan a safer and more predictable investment compared to unsecured or subordinate debts.
forward-looking statements regulatory
"The information in this press release include “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995."
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
Net loss $197.0 million
Understanding 8-K Material Events →
FALSE000183148100018314812026-05-062026-05-06

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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): May 6, 2026
___________________________________
Sable Offshore Corp.
(Exact name of registrant as specified in its charter)
___________________________________

Delaware
(State or other jurisdiction of
incorporation or organization)
001-40111
(Commission File Number)
85-3514078
(I.R.S. Employer Identification Number)
845 Texas Avenue, Suite 2920
Houston, TX
77002
(Address of principal executive offices)
(Zip code)
(713) 579-6161
(Registrant's telephone number, including area code)
___________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol
Name of each exchange
on which registered
Common stock, par value $.0001
SOC
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.
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. ☐




Item 2.02
Results of Operations and Financial Condition.

On May 6, 2026, Sable Offshore Corp. (the “Company”) issued a press release announcing results for the period ended March 31, 2026. A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act.


Item 9.01
Financial Statements and Exhibits
(d) Exhibits:

Exhibit No.
Description of Exhibits
99.1
Press Release of Sable Offshore Corp., dated May 6, 2026, announcing results for the period ended March 31, 2026.
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Sable Offshore Corp.
Date:
May 6, 2026
By:
/s/ Gregory D. Patrinely
Name:
Gregory D. Patrinely
Title:
Executive Vice President and Chief Financial Officer


Exhibit 99.1
Sable Offshore Corp. Reports First Quarter 2026 Financial Results


Houston, May 6, 2026 – Sable Offshore Corp. (“Sable,” or the “Company”)(NYSE: SOC) today announced its first quarter 2026 financial results.

First Quarter 2026 Financial Highlights
•Successfully resumed sales of American oil from the Santa Ynez Unit in accordance with the Defense Production Act order from the U.S. Department of Energy.
•Reported a net loss of $197.0 million, primarily driven by operating expenses associated with the resumption of oil transportation through the Santa Ynez Pipeline System (the “SYPS”) and the resumption of oil sales, as well as general and administrative expenses, non-cash interest expense of $34.7 million, and a non-cash loss on the change in fair value of warrant liabilities of $44.2 million.
•Concluded the quarter with short-term outstanding debt of $956.3 million, inclusive of paid-in-kind interest.
•Ended the quarter with cash and cash equivalents balance of $52.2 million and accounts payable balance of $37.7 million.
•Capital Expenditures incurred in the first quarter were approximately $44.4 million, including $21.2 million in one-time costs attributable to filling Segments 324 and 325 of the SYPS, of which $6.5 million was non-cash.
•Cash payments for capital expenditures totaled $21.1 million for the first quarter of 2026.
•Ended the quarter with 150,321,586 shares of Common Stock outstanding.
•To date, Sable has sold 7,000,634 shares of its common stock for gross proceeds of approximately $95.0 million through its ATM common stock issuance program.
•Sable continues to progress discussions related to the debt refinancing of its Senior Secured Term Loan, expected to be completed in Q2 2026.

About Sable
Sable Offshore Corp. is an independent oil and gas company, headquartered in Houston, Texas, focused on responsibly developing the Santa Ynez Unit in federal waters offshore California. The Sable team has extensive experience safely operating in California.
Forward-Looking Statements
The information in this press release include “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. When used in this press release, the words “could,” “should,” “will,” “may,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” “continue,” “plan,” “forecast,” “predict,” “potential,” “future,” “outlook,” and “target,” the negative of such terms and other similar expressions are intended to identify forward- looking statements, although not all forward-looking statements will contain such identifying words. These statements are based on the current beliefs and expectations of Sable’s management and are subject to significant risks and uncertainties. Actual results may differ materially from those described in the forward-looking statements. Factors that could cause Sable’s actual results to differ materially from those described in the forward-looking statements include: the ability to recommence full production of the SYU assets; the cost and time required therefor, and production levels once recommenced; availability of future financing; our ability to consummate a debt refinancing of our Senior Secured Term Loan and the timing and terms thereof; our financial performance; global economic conditions and inflation; increased operating costs; lack of availability of drilling and production equipment, supplies, services and qualified personnel; geographical concentration of operations; environmental and weather risks; regulatory changes and uncertainties; litigation, complaints and/or adverse publicity; privacy and data protection laws, privacy or data breaches, or loss of data; our ability to comply with laws and regulations applicable

Exhibit 99.1
to our business; and other one-time events and other factors that can be found in Sable’s Annual Report on Form 10-K for the year ended December 31, 2025, which is filed with the Securities and Exchange Commission and is available on Sable’s website (www.sableoffshore.com) and on the Securities and Exchange Commission’s website (www.sec.gov). Except as required by applicable law, Sable undertakes no obligation to publicly release the result of any revisions to these forward-looking statements to reflect the impact of events or circumstances that may arise after the date of this press release.

Contacts
Investor Contact:
Harrison Breaud
Vice President, Finance & Investor Relations
IR@sableoffshore.com
713-579-8111

Source: View Original Filing on SEC EDGAR

FAQ

What net income or loss did Sable Offshore Corp. (SOC) report for Q1 2026?

Sable Offshore reported a net loss of $197.0 million for the first quarter of 2026. Management attributes this mainly to restart-related operating costs, general and administrative expenses, non-cash interest expense, and a non-cash loss on warrant liability fair value changes.

What is Sable Offshore Corp. (SOC)’s debt and cash position after Q1 2026?

Sable Offshore ended Q1 2026 with short-term outstanding debt of $956.3 million and cash and cash equivalents of $52.2 million. It also reported accounts payable of $37.7 million, underscoring a leveraged balance sheet and the importance of its planned debt refinancing.

How much did Sable Offshore Corp. (SOC) spend on capital expenditures in Q1 2026?

Capital expenditures totaled about $44.4 million in Q1 2026, including $21.2 million of one-time costs to fill segments of the Santa Ynez Pipeline System. Of those one-time costs, $6.5 million were non-cash, and cash payments for capex were $21.1 million.

How many Sable Offshore Corp. (SOC) shares are outstanding and what has the ATM program raised?

Sable Offshore had 150,321,586 shares of common stock outstanding at quarter end. Through its ATM common stock issuance program, it has sold 7,000,634 shares to date, generating approximately $95.0 million in gross proceeds to support liquidity and operations.

What operational progress did Sable Offshore Corp. (SOC) make at the Santa Ynez Unit?

Sable successfully resumed sales of American oil from the Santa Ynez Unit in line with a Defense Production Act order. It also incurred one-time costs to fill key segments of the Santa Ynez Pipeline System, supporting the restart of transportation and ongoing production activities offshore California.

What are Sable Offshore Corp. (SOC)’s plans for its Senior Secured Term Loan?

Sable states it is continuing discussions to refinance its Senior Secured Term Loan, with completion expected in Q2 2026. The company’s ability to secure favorable terms is important given its $956.3 million of short-term outstanding debt at quarter end.

Filing Exhibits & Attachments

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Press Releases

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