Sable Offshore Corp.

Factors that could cause our actual results to differ materially from those in this report include the risks described under the heading “Risk Factors” included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “2025 10-K”), included in our Quarterly Report on Form 10-Q for the period ended March 31, 2026 (the “2026 Q1 10-Q”), and included in our Quarterly Report on Form 10-Q for the period ended June 30, 2026 (the “2026 Q2 10-Q”).

Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. As of the date of this Quarterly Report, there have been no material changes to the risk factors disclosed in the 2025 10-K, 2026 Q1 10-Q, or the 2026 Q2 10-Q. We may disclose changes to such risk factors or disclose additional risk factors from time to time in our future filings with the SEC.

We depend upon a limited number of purchasers for the sale of most of our crude oil. The loss of one or more of these purchasers could, among other factors, limit our access to suitable markets for the crude oil we produce.

The availability of a ready market for any oil we produce depends on numerous factors beyond the control of our management, including but not limited to the extent of domestic production and imports of oil, the proximity and capacity of pipelines, the availability of skilled labor, materials and equipment, and the effect of federal regulation of oil and natural gas production and federal regulation of oil and gas sold in interstate commerce. In addition, we depend upon a limited number of purchasers for the sale of most of our crude oil. We cannot assure you that we will continue to have ready access to suitable markets for our future oil production. Any termination or sustained disruption in the gathering, processing and transportation of our oil production by our purchasers on their systems and in their facilities would materially and adversely affect our financial condition and results of operations. For example, on October 6, 2026, the Company’s single downstream purchaser of crude oil temporarily curtailed its purchases of the Company’s crude oil due to maintenance and upgrades to storage tanks at their refinery, which were expected to be resolved promptly. The curtailment of sales from our primary purchaser continued throughout October 2026 and remains ongoing as of the date of this filing. In response, the Company has reduced production to manage crude oil inventory levels at its dedicated storage facilities. In early November 2026, the Company began selling crude oil to additional purchasers, and the Company anticipates that its primary purchaser will resume purchasing barrels in the near term. However, the timing and volume of any such resumption are uncertain. As a result, in the near term the Company does not expect to have sufficient liquidity to meet its obligations as they become due.

Our ability to meet our obligations as they become due over the next twelve months depends on our ability to sell our crude oil and obtain additional financing, which raises substantial doubt about our ability to continue as a going concern.

In our consolidated financial statements for the nine months ended September 30, 2026 and 2025, we concluded that there is substantial doubt about the Company’s ability to continue as a going concern within one year after the issuance date of the unaudited condensed consolidated financial statements contained in this Quarterly Report. Our ability to continue as a going concern will require us to explore options to market our crude oil currently held in inventory and additional marketing options (other refineries) for our future production as well as pursuing other liquidity solutions, including equity and unsecured debt offerings. If we are unable to sell our crude oil currently held in inventory or obtain additional funding, our prospects, business, financial condition and results of operations will be adversely affected, and we may be unable to continue as a going concern. If we are unable to sell our crude oil or raise capital when needed or on acceptable terms, we would be forced to delay, limit, reduce or eliminate some or all of our planned capital expenditures, development, production and marketing activities or may be forced to reduce or terminate our operations. Our financial condition could adversely affect our relationships with customers and suppliers, which could, in turn, negatively impact our working capital, revenue and ability to execute our business plan. If we are unable to continue as a going concern, we may have to liquidate our assets and may receive less than the value at which those assets are carried on our audited financial statements, and it is likely that investors will lose all or part of their investment. If we seek additional financing to fund our business activities in the future and there remains substantial doubt about our ability to continue as a going concern, investors and other financing sources may be unwilling to provide additional funding to us on commercially reasonable terms, if at all.