# Sable Offshore Corp. (SOC)

Informational only - not investment advice.

CIK: 0001831481
SIC: 1311 Crude Petroleum & Natural Gas
SIC breadcrumb: [Mining](/division/B/) > [SIC Major Group 13](/major-group/13/) > [SIC 1311 Crude Petroleum & Natural Gas](/industry/1311/)
Latest 10-K filed: 2026-02-27
SEC page: https://www.sec.gov/edgar/browse/?CIK=1831481
Filing source: https://www.sec.gov/Archives/edgar/data/1831481/000183148126000026/socc-20251231.htm

## At a glance

No standardized annual SEC companyfacts metrics were extracted for this company; the at-a-glance panel is omitted rather than estimated.

No market price, no rating, no forecast on this site. Not investment advice.

### Peer percentile fingerprint

| Ratio | SOC | Peer median | Percentile | N |
| --- | ---: | ---: | ---: | ---: |
| ROE | -76.8% | 8.9% | 2 | 43 |
| ROA | -23.6% | 4.9% | 2 | 44 |
| Liabilities / equity | 2.26 | 0.90 | 93 | 43 |
| Current ratio | 0.13 | 0.86 | 0 | 44 |

Percentile = share of the N covered peers reporting that ratio whose value is lower (ties counted half); computed among grepcent-covered companies in SIC industry 1311 Crude Petroleum & Natural Gas, not the whole market. A higher percentile means a higher value of the ratio, not a better company. Ratios with fewer than 8 reporting peers are omitted. Latest reported values per company; fiscal periods may differ. Descriptive arithmetic - not a score, rating, or ranking.

## Selected Fundamentals
| Metric | Value | Unit | FY | Filed |
| --- | ---: | --- | ---: | --- |
| Net income | -410162000 | USD | 2025 | 2026-02-27 |
| Assets | 1740822000 | USD | 2025 | 2026-02-27 |

## Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-27. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001831481.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts.

| Metric | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
| --- | ---: | ---: | ---: | ---: | ---: | ---: |
| Net income |  | 4,273,078 | -2,590,948 | -93,673,000 | -617,278,000 | -410,162,000 |
| Operating income |  | -1,682,816 | -6,150,199 | -94,474,000 | -326,751,000 | -408,283,000 |
| Diluted EPS |  |  |  |  | -9.21 | -4.18 |
| Operating cash flow |  | -2,007,824 | -1,714,430 | -70,098,000 | -162,968,000 | -351,702,000 |
| Capital expenditures |  |  |  | 0.00 | 72,302,000 | 417,624,000 |
| Assets | 304,223 | 288,439,429 | 290,906,765 | 711,581,000 | 1,583,172,000 | 1,740,822,000 |
| Liabilities | 280,880 | 13,878,865 | 18,885,023 | 372,560,000 | 1,198,987,000 | 1,206,519,000 |
| Stockholders' equity | 23,343 | -12,939,436 | -18,325,266 | 339,021,000 | 384,185,000 | 534,303,000 |
| Cash and cash equivalents | 9,014 | 322,768 | 100,256 | 0.00 | 300,384,000 | 97,684,000 |
| Free cash flow |  |  |  | -70,098,000 | -235,270,000 | -769,326,000 |

### Ratios

ROE and ROA use period-end equity/assets. Liabilities / equity uses total liabilities divided by stockholders' equity. Current ratio uses current assets divided by current liabilities when both are reported.

| Metric | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
| --- | ---: | ---: | ---: | ---: | ---: | ---: |
| Return on equity |  |  |  | -27.63% | -160.67% | -76.77% |
| Return on assets |  | 1.48% | -0.89% | -13.16% | -38.99% | -23.56% |
| Liabilities / equity | 12.03 |  |  | 1.10 | 3.12 | 2.26 |
| Current ratio | 1.08 | 0.69 | 0.03 | 0.91 | 2.94 | 0.13 |

## As-reported value updates

6 tracked differences above grepcent's stated thresholds were found between the earliest XBRL-filed value and the value currently on file for the same fiscal period.

Ledger: /company/SOC/revisions/


## Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-08-10. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001831481.json.

Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived.

| Quarter | End date | Revenue | Net income | Diluted EPS | Method |
| --- | --- | ---: | ---: | ---: | --- |
| 2023-Q1 | 2023-03-31 |  | 2,036,482 |  | reported discrete quarter |
| 2023-Q2 | 2023-03-31 |  | 2,036,482 |  | reported discrete quarter |
| 2023-Q3 | 2023-06-30 |  | 5,039,619 |  | reported discrete quarter |
| 2023-Q4 | 2023-12-31 |  | -28,783,283 |  | derived Q4 = FY annual - nine-month YTD |
| 2024-Q2 | 2024-06-30 | 0.00 | -165,436,000 | -2.75 | reported discrete quarter |
| 2024-Q3 | 2024-06-30 |  | -165,436,000 |  | reported discrete quarter |
| 2024-Q3 | 2024-09-30 | 0.00 |  | -4.11 | reported discrete quarter |
| 2025-Q1 | 2025-03-31 | 0.00 | -109,544,000 | -1.30 | reported discrete quarter |
| 2025-Q2 | 2025-03-31 |  | -109,544,000 |  | reported discrete quarter |
| 2025-Q2 | 2025-06-30 | 0.00 |  | -1.40 | reported discrete quarter |
| 2025-Q3 | 2025-06-30 |  | -128,066,000 |  | reported discrete quarter |
| 2025-Q3 | 2025-09-30 | 0.00 |  | -1.11 | reported discrete quarter |
| 2025-Q4 | 2025-12-31 | 0.00 | -62,174,000 |  | derived Q4 = FY annual - nine-month YTD |
| 2026-Q1 | 2026-03-31 | 1,271,000 | -197,026,000 | -1.37 | reported discrete quarter |
| 2026-Q2 | 2026-03-31 |  | -197,026,000 |  | reported discrete quarter |
| 2026-Q2 | 2026-06-30 | 137,125,000 |  | -0.42 | reported discrete quarter |

## Filed narrative (10-K & 10-Q)

## Latest quarter (10-Q)

Latest 10-Q source: https://www.sec.gov/Archives/edgar/data/1831481/000183148126000104/socc-20260630.htm

Extracted structurally from real Item 2 body heading to real Item 3/4 boundary.
Confidence: high
Filing date: 2026-08-10
Report date: 2026-06-30

ITEM 2.      MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Unless otherwise noted or the context otherwise requires, references to (i) the “Company”, “Sable”, “we”, “us”, or “our” in this Item 2 are to Sable Offshore Corp, a Delaware corporation, and its consolidated subsidiaries, following the Business Combination, (ii) “Flame” are to Flame Acquisition Corp. prior to the Business Combination, (iii) the “Santa Ynez Unit” or “SYU” are to the 16 federal leases, three offshore platforms (Hondo, Harmony and Heritage), and associated ancillary facilities located in federal water offshore California, and (iv) the “Santa Ynez Pipeline System” (or “SYPS”) are to the interstate pipeline connecting the SYU to the Pentland Station terminal, inclusive of “Pipeline Segment 324” and “Pipeline Segment 325”, or collectively referred to as “Pipeline Segments 324 and 325” (formerly known as “901/903 Assets” and as defined in the Sable-EM Purchase Agreement), the Las Flores Canyon (“LFC”) onshore processing, storage, and related pipeline assets, and the offshore pipeline connecting the SYU to LFC. The SYU Assets include the SYU and the SYPS. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements and related notes thereto included elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Cautionary Note Regarding Forward-Looking Statements

The unaudited condensed consolidated financial statements include forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the risk factors described in Part I, Item 1A “Risk Factors” included in our Annual Report on Form 10-K for the year ended December 31, 2025, and those described in our other filings with the Securities and Exchange Commission (“SEC”). The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

Recent Events

Third Amendment to Senior Secured Term Loan Agreement

On June 22, 2026, the Company entered into a third amendment (the “Third Amendment”) to the Senior Secured Term Loan Agreement (“Senior Secured Term Loan”) with Exxon Mobil Corporation (“Exxon” or “EM”), which, among other things, extended the maturity date of the Senior Secured Term Loan to the earlier of (i) July 24, 2026 or (ii) the occurrence of an event of default. In connection with the Third Amendment, the Company paid Exxon a $30.0 million amendment fee on June 22, 2026. Exxon also agreed to suspend and waive, until the amended maturity date, the $25.0 million minimum liquidity covenant that had been introduced under the Second Amendment to the Senior Secured Term Loan Agreement. Additionally, in connection with the Third Amendment, the Company obtained a limited waiver (the “Limited Waiver”) from Exxon and Mobil Pacific Pipeline Company under the Sable-EM Purchase Agreement, which defers the Company’s obligation to provide plugging and abandonment financial security under Section 11.18(c) of the Sable-EM Purchase Agreement until the earlier of (i) December 22, 2028, (ii) the date on which the new money secured financing to be entered into prior to the maturity date of Term Loan B (as defined below) for the primary purposes of refinancing the Senior Secured Term Loan is redeemed, repaid or otherwise refinanced, or (iii) the occurrence of an event of default. The Third Amendment and Limited Waiver were entered into to provide the Company with additional time and flexibility to complete its planned refinancing while preserving liquidity.

28

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2026 Refinancing Transactions

On July 2, 2026, the Company consummated a series of transactions to refinance the Senior Secured Term Loan and strengthen its capital structure and liquidity position (collectively, the “2026 Refinancing Transactions” or the “Refinancing”). The Refinancing consisted of the following components:

•Convertible Notes Offering. The Company issued $345.0 million aggregate principal amount of 6.5% Convertible Senior Notes due 2031 (the “Convertible Notes”) in an underwritten public offering, resulting in net proceeds of approximately $332.5 million.

•Concurrent Common Stock Offering. The Company issued 37,337,662 shares of Common Stock in an underwritten public offering, resulting in net proceeds of approximately $107.0 million (the “Common Stock Offering”).

•New Senior Secured Credit Facilities. The Company entered into (i) a new $675.0 million senior secured Term Loan B credit facility (the “Term Loan B”), which was fully drawn at closing, and (ii) a new senior secured reserve-based revolving credit facility of up to $500.0 million (the “Senior Revolver”), which was undrawn at closing. The Term Loan B and the Senior Revolver are collectively referred to as the “New Senior Secured Credit Facilities.” Both facilities mature on December 15, 2028 and are secured by first-priority liens on substantially all of the Company’s assets.

The Company used the net proceeds of the Convertible Notes and the Common Stock Offering, together with borrowings under the Term Loan B, to repay in full the Company’s Senior Secured Term Loan, and to pay related fees and expenses, with the remainder available for general corporate purposes.

Defense Production Act Order

On March 13, 2026, the President of the United States, Donald J. Trump, signed an Executive Order to, among other things, delegate certain authorities under the Defense Production Act (“DPA”) to the United States Secretary of Energy.

Subsequently on March 13, 2026, the United States Secretary of Energy, Chris Wright, issued an order (the “DPA Order”) pursuant to that delegated authority in order to address the energy scarcity and supply disruption risks that have left the region and U.S. military forces dependent on foreign oil. The DPA Order states that “[a]n affordable and reliable domestic supply of energy is a fundamental requirement for the national and economic security of any nation.” It observes that the nation’s energy “problems are most pronounced in our Nation’s West Coast, ‘where dangerous State and local policies jeopardize our Nation’s core national defense and security needs, and devastate the prosperity of not only local residents but the entire United States population.’” The DPA Order also states that the SYU is a “critical energy resource on the West Coast” but “cannot be used to address the shortages identified in EO 14156 and the resulting vulnerabilities, including adversarial dependence” because “California agencies have deployed an array of state measures [ ] to block pipeline operations.” Accordingly, the DPA Order directs Sable “to immediately prioritize and allocate pipeline transportation services for hydrocarbons from the SYU through the SYPS” and “immediately commence performance under contracts or orders for services…for hydrocarbon transportation capacity in the SYPS[.]” The DPA Order requires Sable to “comply with this order immediately and maintain such compliance until such time as the conditions necessitating the issuance of this order abate or until Sable is directed otherwise.”

On March 14, 2026, the Company resumed transportation of oil through Pipeline Segments 324 and 325 of the Santa Ynez Pipeline System, pursuant to the DPA Order (as defined above).

On March 30, 2026, the State of California filed a Complaint for Declaratory and Injunctive Relief alleging that the DPA Order violates provisions of the Administrative Procedure Act and the U.S. Constitution. The matter is captioned State of California v. Chris Wright, et al., Case No. 2:26-cv-03396, in U.S. District Court, Central District of California. The Court held a hearing on the State’s Motion for Preliminary Injunction on June 8, 2026, and ordered supplemental briefing, which was completed by the parties on June 18, 2026. On June 29, 2026, Defendants Chris Wright and the U.S. Department of Energy filed a Motion to Dismiss, in which Sable and PPC joined. On July 20, 2026, the State filed a First Amended Complaint which mooted the pending Motion to Dismiss. The parties submitted, and are currently awaiting entry of, a stipulation for briefing a renewed Motion to Dismiss addressed to the First Amended Complaint. On July 30, 2026, the Court issued a scheduling order setting a briefing schedule for a Motion to Dismiss the First Amended Complaint with a hearing scheduled on September 28, 2026.

29

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Initiation of Oil Sales

On March 29, 2026, the Company initiated oil sales upon filling the SYPS, resulting in total sales volumes of approximately 1,923 thousand barrels of oil equivalent (“Mboe”) for the six months ended June 30, 2026.

Consent Decree

The United States Department of Justice has moved to terminate or modify the Consent Decree in the United States District Court, Central District of California. Sable is not a party to this litigation, but is participating in briefing related to the Consent Decree termination or modification, which was heard on June 8, 2026.

Offshore Buoy Alternative

Sable is evaluating the installation of an oil sales buoy (the “Buoy”) to provide access to additional markets for federal crude oil produced from the SYU in the Pacific Outer Continental Shelf Area (the “Buoy Strategy”).

Sable has not started any preparations or installations of the Buoy. Sable estimates that the total capital required to install the Buoy would be approximately $125.0 million. See “Risk Factors—Risks Associated with Our Operations—In order to commence operations pursuant to the OS&T Strategy or the Buoy Strategy, we will require clearances and permitting, including from BOEM.”

Offshore Storage and Treating Vessel Alternative

On September 29, 2025, Sable announced that it is evaluating an offshore storage and treating vessel (“OS&T”) strategy to provide access to domestic and global markets via shuttle tankers for federal crude oil produced from the SYU in the Pacific Outer Continental Shelf Area (the “OS&T Strategy”). Continued delays related to the Santa Ynez Pipeline System prompted Sable to evaluate the OS&T Strategy and on October 9, 2025, Sable submitted a Development and Production Plan update for the SYU to the Bureau of Ocean Energy Management (“BOEM”). Prior to implementation of the OS&T Strategy, regulatory authorizations would be required, including clearance from BOEM. Follow

[Excerpt truncated for page length; source filing is linked above.]

## Latest 10-K MD&A (excerpt)

Latest 10-K Item 7 source: https://www.sec.gov/Archives/edgar/data/1831481/000183148126000026/socc-20251231.htm
Complete FY 2025 MD&A: /company/SOC/mda/fy2025/

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary.
Confidence: high
Filing date: 2026-02-27
Report date: 2025-12-31

ITEM 7.      MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with our consolidated financial statements and notes thereto in Item 8. Financial Statements and Supplementary Data of this report. In addition to historical data, this discussion contains forward-looking statements about our business, operations and financial performance based on current expectations that involve risks, uncertainties and assumptions. Our actual results may differ materially from those discussed in the forward-looking statements as a result of various factors, including but not limited to those discussed in “Cautionary Note Regarding Forward-Looking Statements” and Part I, Item 1A. “Risk Factors.”

A discussion of the year ended December 31, 2024, compared to the year ended December 31, 2023, has been reported previously under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 17, 2025.

Overview

We are a Houston-based independent upstream company focused on responsibly developing the Santa Ynez Unit in federal waters offshore California. Our team has decades of experience safely operating in California and creating value for stakeholders. We have one reportable segment, the oil and gas segment, refer to Note 1—Organization, and Business Operations and Going Concern and Note 2—Significant Accounting Policies in Item 8. Financial Statements and Supplementary Data of this report for further discussion.

For the purposes of this discussion, periods on or before February 13, 2024 reflect the financial position, results of operations and cash flows of SYU prior to the Business Combination, referred to herein as the “Predecessor,” and periods beginning on or after February 14, 2024 reflect the financial position, results of operations and cash flows of the Company as a result of the Business Combination, referred to herein as the “Successor.”

2025 Operational and Financial Highlights

•On May 19, 2025, we announced that (i) as of May 15, 2025, we had restarted production at the Santa Ynez Unit and begun flowing oil production to Las Flores Canyon and (ii) we completed our anomaly repair program on Pipeline Segments 324 and 325 of the Santa Ynez Pipeline System as specified by the Consent Decree.

•On May 23, 2025, we closed an upsized underwritten public offering of 10,000,000 shares of Common Stock at a public offering price of $29.50 per share. The gross proceeds from the offering, before deducting discounts and commissions and estimated expenses, were approximately $295.0 million.

•On May 28, 2025, we announced that we successfully completed hydrotests of all segments of the Santa Ynez Pipeline System, satisfying the final operational condition to resume petroleum transportation through Pipeline Segments 324 and 325 as outlined in the Consent Decree.

•As an alternative to the Santa Ynez Pipeline System, we announced that we are also pursuing an OS&T strategy to provide access to domestic and global markets via shuttle tankers for federal crude oil produced from the Santa Ynez Unit in the Pacific Outer Continental Shelf Area.

•On November 10, 2025, we entered into subscription agreements to issue 45,454,546 shares of Common Stock in a private placement to institutional investors at a purchase price of $5.50 per share, raising $250.0 million in gross proceeds.

•On November 24, 2025, we satisfied all conditions to effectiveness of the Second Amendment to the Senior Secured Term Loan, thereby extending the maturity date of the Senior Secured Term Loan to the earlier of (i) March 31, 2027 or (ii) the date falling 90 days after first sales of hydrocarbons. The Second Amendment increased the interest rate from ten percent (10%) per annum to fifteen percent (15%) per annum, compounded annually.

•On December 17, 2025, PHMSA notified us that it concurred with our determination that the Santa Ynez Pipeline System is an interstate pipeline facility under the Pipeline Safety Act, pursuant to which PHMSA is vested with exclusive regulatory authority over interstate pipelines. In its notification, PHMSA additionally states that it considers the Santa Ynez Pipeline System to be an “active” pipeline according to PHMSA regulations.

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•On December 23, 2025, PHMSA issued an emergency special permit for segments of the interstate Santa Ynez Pipeline System (specifically Pipeline Segments 324 and 325), related to cathodic protection and seam weld corrosion along Pipeline Segments 324 and 325.

•We reported a net loss of $410.2 million, primarily attributable to production restart related operating expenses, general & administrative expenses, and non-cash interest expense, partially offset by a non-cash change in fair value of warrant liabilities.

•We ended the year with short-term outstanding debt of $921.6 million, inclusive of paid-in-kind interest, and a cash and cash equivalents balance of $97.7 million.

SYU Assets

Beginning in 1968 and over the course of 14 years, EM consolidated more than a dozen offshore federal oil leases and organized them into a streamlined production unit known as the SYU. The SYU remained in continuous operation until 2015. In May 2015, Pipeline Segment 324 (then known as “Line 901”) experienced a leak while operated by Plains. The SYU suspended production after the Line 901 incident and the facilities were maintained in a safe state. On May 19, 2025, the Company announced that as of May 15, 2025, it had restarted production at the SYU and begun flowing oil production from six wells at SYU’s Platform Harmony to the Company’s storage and processing facilities at LFC.

Prior to May 15, 2025, the SYU had not produced oil and gas since May 2015; however, all equipment remained in place in an operation-ready state, requiring ongoing inspections, maintenance and surveillance. As part of these efforts, all equipment was drained, flushed and purged in 2016. The Santa Ynez Pipeline System was maintained in a safe state and regularly monitored.

The discussion of the results of operations for the Predecessor periods below do not include the results from the Pipeline Segments 324 and 325, and the Pipeline Segments 324 and 325 are not included in the combined financial statements of the Predecessor included in the financial statements and related notes thereto included elsewhere in this Annual Report. Financial statements of the Pipeline Segments 324 and 325 have not been included because SEC guidance provides that the financial statements of recently acquired businesses such as the Pipeline Segments 324 and 325 need not be filed unless their omission would render Predecessors combined financial statements misleading or substantially incomplete. Based upon our quantitative and qualitative analysis, we do not believe omitting the financial statements of the Pipeline Segments 324 and 325 renders the Predecessor combined financial statements misleading or substantially incomplete. The Successor financial statements include the results from the Pipeline Segments 324 and 325 and the Pipeline Segments 324 and 325 are included in the consolidated financial statements.

Outlook

The future operating and financial performance of the Company is expected to be driven primarily by our ability to establish a lawful, reliable, and economic pathway to market crude oil and natural gas produced from the SYU, resume sustained offshore production, and manage regulatory, legal, and commodity price risks associated with its federal offshore and California onshore and offshore assets.

Recommencing Oil Sales

Our near-term outlook is highly dependent on our ability to recommence oil transportation through the Santa Ynez Pipeline System. As previously noted, PHMSA confirmed that the Santa Ynez Pipeline System is classified as active interstate pipeline subject to federal jurisdiction under the Pipeline Safety Act. Additionally, we received an Emergency Special Permit from PHMSA related to cathodic protection and seam weld corrosion along Pipeline Segments 324 and 325. This permit is conditional in nature and requires ongoing compliance with specified operational and reporting obligations, including enhanced integrity management, inspection, testing, and monitoring requirements. The emergency special permit expired on February 21, 2026. By letter dated February 13, 2026 to PHMSA, the Company committed to continued compliance with the conditions of the emergency special permit until PHMSA makes a determination on the Company’s application for Special Permit (which was submitted on January 22, 2026).

On December 31, 2025, the U.S. Court of Appeals for the Ninth Circuit denied a motion to stay PHMSA’s approvals of the Company’s Restart Plan and Emergency Special Permit, allowing those approvals to remain in effect during the pendency of the appeal. While the appeal remains ongoing, the Company may continue to advance activities related to resuming petroleum transportation through Pipeline Segments 324 and 325, subject to satisfaction of all applicable regulatory, operational, and commercial requirements.

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On January 23, 2026, a second petition was filed in the U.S. Court of Appeals for the Ninth Circuit by the State of California, also against the U.S. Department of Transportation; Sean Duffy, in his official capacity as Secretary of the U.S. Department of Transportation; PHMSA; and Paul Roberti, in his official capacity as Administrator of PHMSA. The second petition, filed by the State of California, Attorney General and OSFM, challenges the Emergency Special Permit, but also challenges PHMSA’s assertion of jurisdiction over the Santa Ynez Pipeline System.

We cannot generate material oil sales without a functioning transportation solution. As a result, any delay, suspension, or revocation of PHMSA’s approvals, or any operational issue encountered during commissioning Pipeline Segments 324 and 325, could materially delay the resumption of commercial oil sales and adversely affect future revenues and cash flows. “Risk Factors—We are subject to complex federal, state, local and other laws, regulations and permits that could adversely affect the cost, manner, ability or feasibility of conducting our operations.”

Offshore Storage and Treating Vessel (OS&T) Alternative

In parallel with pursuing oil sales via Santa Ynez Pipeline System, we continue to evaluate an OS&T vessel as a potential alternative pathway to market crude oil. Under this concept, produced fluids would be processed offshore, stored on a floating vessel, and periodically offloaded to shuttle tankers for delivery to third-party purchasers.

The OS&T Strategy is significantly more capital-intensive than the Santa Ynez Pipeline System, requiring an estimated capital investment of approximately $475.0 million, inclusive of vessel acquisition, configuration, offshore integration, regulatory compliance, and related infrastructure. Based on current assessments, we do not expect to commence commercial oil sales under an OS&T Strategy until approximately the fourth quarter of 2026, assuming timely execution, regulatory approvals, and availability of capital.

While the OS&T Strategy could reduce reliance on the Santa Ynez Pipeline System, which may enhance our marketing strategy going forward by providing flexibility to sell production to additional purchasers through the OS&T rather than being limited to a purchaser under a pipeline-only sales configuration, it presents substantial execution, financing, regulatory, and operational risks. These risks include vessel availability, permitting complexity, higher operating costs, exposure to marine operational risks, and uncertainty regarding the economic returns relative to pipeline transportation. We have not made a final investme

[Excerpt truncated for page length; the complete text is on the linked full-MD&A page.]

Read the full FY 2025 MD&A: /company/SOC/mda/fy2025/
All MD&A years: /company/SOC/mda/


## MD&A history

Prior-year 10-K MD&A spans are extracted from SEC filings with the same bounded parser used for the latest filing. Each year's full verbatim text is on its own sub-page.

- [FY 2024 MD&A](/company/SOC/mda/fy2024/): filed 2025-03-17; accession 0001831481-25-000016 (https://www.sec.gov/Archives/edgar/data/1831481/000183148125000016/socc-20241231.htm)
- [FY 2023 MD&A](/company/SOC/mda/fy2023/): filed 2024-03-28; accession 0001193125-24-080879 (https://www.sec.gov/Archives/edgar/data/1831481/000119312524080879/d11434d10k.htm)
- [FY 2022 MD&A](/company/SOC/mda/fy2022/): filed 2023-03-31; accession 0001193125-23-088251 (https://www.sec.gov/Archives/edgar/data/1831481/000119312523088251/d420562d10k.htm)
- [FY 2021 MD&A](/company/SOC/mda/fy2021/): filed 2022-04-04; accession 0001193125-22-095122 (https://www.sec.gov/Archives/edgar/data/1831481/000119312522095122/d291400d10k.htm)




## Macro cross-references

Indicators mapped to this company's SIC classification (industry 1311 Crude Petroleum & Natural Gas) by grepcent's deterministic macro-sector crosswalk. A navigational mapping, not a statistical or causal claim.

- [INDPRO](/indicator/INDPRO/): Industrial Production: Total Index
- [TCU](/indicator/TCU/): Capacity Utilization: Total Index
- [PPIACO](/indicator/PPIACO/): Producer Price Index by Commodity: All Commodities
- [DGS10](/indicator/DGS10/): Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity
- [FEDFUNDS](/indicator/FEDFUNDS/): Federal Funds Effective Rate

Macro-to-micro threads including this sector: [Inflation (CPI / PCE / PPI)](/thread/inflation-cpi-pce-ppi/).

All macro indicators: /indicators/


## For LLMs & downloads

Markdown twin: /company/SOC.md · JSON record: /company/SOC.json · verified financials: /company/SOC/financials.json / /company/SOC/financials.csv · machine TOC for the whole site: /llms.txt
