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Sable Offshore names CohnReznick as new auditor

Sable Offshore Corp. engaged CohnReznick LLP as its new independent registered public accounting firm for the fiscal year ending December 31, 2026, after CohnReznick acquired certain assets of the prior auditor, Ham, Langston and Brezina, LLP (HL&B).

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

Rhea-AI Filing Summary

Sable Offshore Corp. engaged CohnReznick LLP as its new independent registered public accounting firm for the fiscal year ending December 31, 2026, after CohnReznick acquired certain assets of the prior auditor, Ham, Langston and Brezina, LLP (HL&B). HL&B resigned as auditor on July 10, 2026 with the approval of the board’s Audit Committee.

HL&B’s reports on Sable Offshore’s consolidated financial statements for 2023–2025 contained an explanatory paragraph about the company’s ability to continue as a going concern, but did not include adverse opinions, disclaimers, or qualifications on scope or principles. The company reports no disagreements or reportable events with HL&B and says it did not consult CohnReznick on accounting matters before the engagement. HL&B’s confirming letter is filed as Exhibit 16.1.

Positive

  • None.

Negative

  • Prior audit opinions included an explanatory paragraph on the company’s ability to continue as a going concern, signaling significant financial uncertainty.

Filing Explained

The filing changes the FY2026 auditor while carrying forward disclosure that prior audits contained a going-concern paragraph and reporting no disagreements or reportable events.

The 2026-07-13 8-K reports a completed change in Sable Offshore Corp.’s independent auditor: Ham, Langston and Brezina, LLP resigned on 2026-07-10 after CohnReznick LLP acquired certain HL&B assets, and CohnReznick was engaged for fiscal 2026.

The disclosed structural consequence is a change in the firm responsible for the company’s fiscal-2026 audit, from HL&B to CohnReznick.

HL&B’s prior audit reports did not contain an adverse opinion or disclaimer and were not otherwise qualified or modified, except for an explanatory paragraph concerning the company’s ability to continue as a going concern.

In this filing, that going-concern paragraph refers to the prior reports’ statement about the company’s ability to fund operations for the next 12 months.

For the years ended 2025-12-31 and 2024-12-31, and the interim period through 2026-07-10, the company reports no qualifying disagreements or reportable events with HL&B.

The next named milestone is CohnReznick’s audit for the fiscal year ending 2026-12-31; this filing records the engagement, not completion of that audit.

Item 4.01 Changes in Registrant's Certifying Accountant Governance
The company changed its independent auditing firm, which may involve disagreements on accounting matters.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
New audit period Fiscal year ending December 31, 2026 Engagement of CohnReznick as independent registered public accounting firm
Auditor resignation date July 10, 2026 HL&B resigned as Sable Offshore’s independent registered public accounting firm
Audit report periods covered by HL&B Years ended December 31, 2025 and 2023; 2024 predecessor/successor periods HL&B issued prior audit reports including going-concern explanatory paragraph
independent registered public accounting firm regulatory
"HL&B resigned as the Company’s independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
going concern financial
"reports contained an explanatory paragraph regarding the Company’s ability to continue as a going concern"
Going concern is the accounting assumption that a company will keep operating and meeting its obligations for the foreseeable future. The phrase matters most when a company or its auditors disclose substantial doubt about it, a formal warning that the business may not have enough resources to continue without raising money, restructuring, or selling assets. That language in a filing or press release signals elevated financial risk.
reportable events regulatory
"no ... reportable events requiring disclosure pursuant to Item 304(a)(1)(v) of Regulation S-K"
Reportable events are significant incidents or changes a company is legally required to disclose to regulators and the public, such as major safety problems, legal actions, financial irregularities, or management changes. They matter to investors because these events can alter a company’s risk profile or future performance, much like a dashboard warning light signals a problem that could affect a car’s safety or reliability. Timely disclosure helps investors make informed decisions and maintain market fairness.
Item 304(a)(1)(iv) of Regulation S-K regulatory
"no (a) disagreements within the meaning of Item 304(a)(1)(iv) of Regulation S-K"
Audit Committee financial
"with the approval of the Audit Committee of the Company’s Board of Directors"
A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What auditor change did Sable Offshore Corp. (SOC) disclose?
Sable Offshore appointed CohnReznick LLP as its independent registered public accounting firm for the fiscal year ending December 31, 2026. The change follows CohnReznick’s acquisition of certain assets of prior auditor Ham, Langston and Brezina, LLP, which resigned on July 10, 2026.

Why did Ham, Langston and Brezina, LLP resign as Sable Offshore’s auditor?
HL&B resigned on July 10, 2026 after completing a transaction in which CohnReznick acquired certain HL&B assets. Following this transaction, Sable Offshore’s Audit Committee approved engaging CohnReznick as the new independent registered public accounting firm.

Did Sable Offshore Corp. (SOC) have disagreements with its former auditor?
The company reports no disagreements with HL&B on accounting principles, financial statement disclosure, or audit scope during 2024–2025 and through July 10, 2026. It also states there were no reportable events requiring disclosure under Item 304(a)(1)(v) of Regulation S-K.

What did HL&B’s prior audit reports say about Sable Offshore’s financial condition?
HL&B’s reports for 2023–2025 included an explanatory paragraph about Sable Offshore’s ability to continue as a going concern. However, the opinions were not adverse, did not disclaim opinion, and were not otherwise qualified or modified as to uncertainty, scope, or accounting principles.

Did Sable Offshore consult CohnReznick before appointing it as auditor?
Sable Offshore states it did not consult CohnReznick on the application of accounting principles, audit opinions, or any disagreements or reportable events before the engagement. No written or oral advice from CohnReznick influenced accounting or reporting decisions during that period.

What additional documents about the auditor change did Sable Offshore file?
Sable Offshore filed Exhibit 16.1, a letter from Ham, Langston and Brezina, LLP dated July 10, 2026, addressed to the SEC. The letter states whether HL&B agrees with the company’s disclosures about the auditor change and is incorporated by reference.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FALSE000183148100018314812026-07-102026-07-10

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): July 10, 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 $0.0001SOCNew York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule12b-2 of the Securities Exchange Act.of 1934 (§240.12b-2 of this chapter).
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 4.01    Changes in Registrant’s Certifying Accountant.
On July 10, 2026, Sable Offshore Corp., (“the “Company”) was notified by Ham, Langston and Brezina, LLP (“HL&B”), the Company’s independent registered public accounting firm, that HL&B completed a transaction pursuant to which, among other things, CohnReznick LLP (“CohnReznick”) acquired certain assets of HL&B. As a result of this transaction, on July 10, 2026, HL&B resigned as the Company’s independent registered public accounting firm and, with the approval of the Audit Committee of the Company’s Board of Directors, CohnReznick was engaged as the Company’s new independent registered public accounting firm for the fiscal year ending December 31, 2026.
The audit reports of HL&B on the Company’s consolidated financial statements as of December 31, 2025 and 2024, for the year ended December 31, 2025 (Successor), the period from February 14, 2024 to December 31, 2024 (Successor), the period from January 1, 2024 to February 13, 2024 (Predecessor) and the year ended December 31, 2023 (Predecessor), did not contain an adverse opinion or a disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles, except that such reports contained an explanatory paragraph regarding the Company’s ability to continue as a going concern.
During the years ended December 31, 2025 and 2024, and the subsequent interim period through July 10, 2026, there were no (a) disagreements within the meaning of Item 304(a)(1)(iv) of Regulation S-K with HL&B on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to HL&B’s satisfaction, would have caused HL&B to make reference to the subject matter of the disagreement in connection with HL&B’s reports on the Company’s financial statements, or (b) reportable events requiring disclosure pursuant to Item 304(a)(1)(v) of Regulation S-K.
During the years ended December 31, 2025 and 2024, and the subsequent interim period through July 10, 2026, neither the Company, nor anyone on its behalf, consulted with CohnReznick regarding either: (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided to the Company that CohnReznick concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a “disagreement,” as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to that item, or a “reportable event,” as described in Item 304(a)(1)(v) of Regulation S-K.
The Company provided HL&B with a copy of the disclosures the Company is making in this Current Report on Form 8-K and requested that HL&B furnish the Company with a letter addressed to the Securities and Exchange Commission (the “Commission”) stating whether or not it agrees with the above statements. A copy of HL&B’s letter to the Commission, dated July 10, 2026, is filed as Exhibit 16.1 to this Form 8-K and is incorporated herein by reference.
Item 9.01    Financial Statements and Exhibits.
(d) The following exhibits are filed with this report:

Exhibit No.Description of Exhibits
16.1
Letter from Ham, Langston & Brezina, LLP., dated July 10, 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 thereunto duly authorized.


Sable Offshore Corp.
Date:July 13, 2026
By:
/s/ Gregory D. Patrinely
Name:
Gregory D. Patrinely
Title:
Executive Vice President and Chief Financial Officer


Source: View Original Filing on SEC EDGAR

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