Sable Offshore Corp.

To the Stockholders and the Board of Directors of Sable Offshore Corp.

Opinion on the Financial Statements

We have audited the accompanying balance sheets of Sable Offshore Corp. (the “Company”) as of December 31, 2025 and 2024, the related statements of operations, changes in stockholders’ equity (deficit) / parent net investment and cash flows 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), and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the year ended December 31, 2025 (Successor) and 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), in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in the 2013 Internal Control — Integrated framework issued by the Committee of Sponsoring Organization of the Treadway Commission (“COSO”) and our report dated February 27, 2026, expressed an unqualified opinion on the Company’s internal control over financial reporting.

Explanatory Paragraph – Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As described in Note 1, uncertainties related to obtaining the remaining regulatory approvals necessary to resume sales of production, along with the uncertainty of obtaining additional financing, or refinancing the Senior Secured Term Loan raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that may be necessary should the Company be unable to continue as a going concern.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Fair Value — Financial Instruments (Private Placement Warrants and Working Capital Warrants) – Refer to Note 1, Note 7 and Note 11 to the financial statements.

Critical Audit Matter Description

As described in Note 1, Note 7 and Note 11 to the financial statements, the Company has Private Placement Warrants and Working Capital Warrants outstanding. The Company utilized unobservable market data to determine the fair value of the Private Placement Warrants and Working Capital Warrants.

The principal consideration for our determination that the valuation of the Private Placement Warrants and Working Capital Warrants is a critical audit matter are the significant judgment necessary in the assumptions with significant unobservable market data to estimate the fair value. This required a high degree of auditor judgment and extensive audit effort, including the need to involve fair value specialists who possess significant quantitative expertise, to audit and evaluate the appropriateness of these inputs.

How We Addressed the Matter in Our Audit

Our audit procedures related to the valuation of the Private Placement Warrants and Working Capital Warrants included the following, among others:

•We obtained an understanding of the design of the Company’s controls over the valuation of the Private Placement Warrants and Working Capital Warrants, including controls over management’s review of the valuation model and the significant assumptions used in determining their fair values.

•With the assistance of a third-party valuation specialist, we audited the fair value of the equity volatility and key assumptions used in determining the fair value of the Private Placement Warrants and Working Capital Warrants by:

•Evaluating the appropriateness of the valuation model and techniques used in determining fair value;

•Assessing that the significant valuation assumption inputs of implied volatility and yield are consistent with those that would be used by market participants through the testing of source information, checking the mathematical accuracy of the calculation, and developing independent estimates and comparing to those selected by management, where applicable; and

•Recalculation of the fair value determined by management to verify its reasonableness.

•We audited the completeness and accuracy of the underlying data supporting the significant valuation assumption inputs.

/s/Ham, Langston & Brezina, L.L.P.

We have served as the Company’s auditor since 2024.

Houston, Texas

February 27, 2026