What changed in this filing

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Item 1. Business

2026-02-27 compared with 2025-02-28 · 63 added, 74 removed, 323 unchanged (30% of the section changed)

6 unchanged sentences

Founded in 1882, MatNav provides a vital lifeline of ocean freight transportation services to the domestic non-contiguous economies of Hawaii, Alaska and Guam, and to other island economies in Micronesia.

MatNav also operates premium, expedited services from China to Long Beach, California, provides services to Okinawa, Japan and various islands in the South Pacific, and operates an international export service from Alaska to Asia.

In addition, subsidiaries of MatNav provide stevedoring, refrigerated cargo services, inland transportation and other terminal services for MatNav on the Hawaiian islands of Oahu, Hawaii, Maui and Kauai, and in Alaska.

MatNav also operates premium, expedited services from China to Long Beach, California, which includes cargo from other Asia origins, provides services to Okinawa, Japan and various islands in the South Pacific, and operates an international export service from Alaska to Asia.

In addition, subsidiaries of MatNav provide stevedoring, refrigerated cargo services, inland transportation and other terminal services for MatNav in Hawaii and Alaska.

Matson has a 35 percent ownership interest in SSA Terminals, LLC (“SSAT”), a joint venture between Matson Ventures, Inc., a wholly-owned subsidiary of MatNav, and SSA Ventures, Inc., a subsidiary of Carrix, Inc.

SSAT currently provides terminal and stevedoring services to various carriers at eight terminal facilities on the U.S.

SSAT currently provides terminal and stevedoring services to various carriers at seven terminal facilities on the U.S.

West Coast, including three facilities dedicated for MatNav’s use.

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(“Matson Logistics”), a wholly-owned subsidiary of MatNav.

Established in 1987, Matson Logistics extends the geographic reach of Matson’s transportation network throughout North America and Asia, and is an asset-light business that provides a variety of logistics services to its customers including:

Established in 1987, Matson Logistics extends the geographic reach of Matson’s transportation network throughout North America and Asia, and provides a variety of logistics services to its customers including:

(i) multimodal transportation brokerage of domestic and international rail intermodal services, long-haul and regional highway trucking services, specialized hauling, flat-bed and project services, less-than-truckload services, and expedited freight services (collectively, “Transportation Brokerage” services);

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Matson’s expedited China-Long Beach Express (“CLX”) service is part of an integrated service that carries cargo from Long Beach, California to Honolulu, Hawaii, Guam, and Okinawa, Japan.

The vessels then continue on to Ningbo and Shanghai, China, where they are loaded with cargo to be discharged primarily in Long Beach, California at a Matson-exclusive terminal operated by SSAT.

The vessels then continue on to Ningbo and Shanghai, China, where they are loaded with cargo to be discharged primarily at Long Beach, California at a Matson-exclusive terminal operated by SSAT.

These vessels also carry cargo destined for Hawaii which originated in Guam, Micronesia, Okinawa, China and other Asian countries.

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West Coast with the Matson Asia Express (“MAX”) service.

The MAX service primarily uses chartered vessels and operates weekly from Ningbo and Shanghai, China where they are loaded with cargo to be discharged primarily at Long Beach, California, calling at an SSAT-operated terminal.

Both services also carry transshipment cargo originating in many locations throughout Asia, including Vietnam and Southern China to the U.S.

The MAX service primarily uses chartered vessels and operates weekly from Ningbo and Shanghai, China where they are loaded with cargo to be discharged at Long Beach, California, calling at an SSAT-operated terminal.

Both services carry cargo originating in China and other Asian countries to the U.S.

via Shanghai, China.

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Matson also provides weekly U.S.

flag barge service connecting Guam to the Commonwealth of the Northern Mariana Islands.

flag service connecting Guam to the Commonwealth of the Northern Mariana Islands.

Cargo destined to Guam mainly includes dry containers of mixed commodities, refrigerated containers of food, beverages, retail merchandise, building materials and household goods.

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Cargo destined for these locations is transshipped through Guam and consists mainly of general sustenance cargo, building materials, hardware and retail merchandise.

The service to Kwajalein is provided by a U.S.

flag vessel or barge.

Alaska Service:

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Matson also provides a barge service between Dutch Harbor and Akutan in Alaska, and transportation services to other locations in Alaska including the Kenai Peninsula, Fairbanks and the North Slope.

Northbound cargo to Alaska consists mainly of dry containers of mixed commodities, refrigerated commodities, food, beverages, retail merchandise, household goods and automobiles.

Northbound cargo to Alaska consists mainly of dry containers of mixed commodities, refrigerated commodities, food, beverages, retail merchandise, household goods and automobiles, and other industrial cargo.

Southbound cargo from Alaska primarily consists of seafood, household goods and automobiles.

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and in the Alaska terminal locations of Anchorage, Kodiak and Dutch Harbor.

SSAT currently provides terminal and stevedoring services to various carriers at eight terminal facilities on the U.S.

West Coast, including three facilities dedicated for MatNav’s use, in Long Beach and Oakland, California and in Tacoma, Washington.

SSAT currently provides terminal and stevedoring services to various carriers at seven terminal facilities on the U.S.

West Coast, including three facilities dedicated for Matson’s use, in Long Beach and Oakland, California and in Tacoma, Washington.

Matson utilizes the services of other third-party terminal operators at the other ports where its vessels are served.

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Barges-Owned:

MAUNA LOA (4)

HALEAKALA (4)

MAUNA LOA (4)

Barges-Chartered:

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December 2032

(1) Container numbers are based upon vessel construction specifications.

(1) Twenty-foot Equivalent Units (“TEU”) is a standard measure of cargo volume correlated to a standard 20-foot dry cargo container.

TEU container numbers represent estimated loadable containers.

Actual loadable containers may vary from these amounts.

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(7) Vessel installed with exhaust gas cleaning systems (commonly referred to as “scrubbers”).

(8) Vessel can operate on liquified natural gas (“LNG”), conventional or alternative fuels.

(8) Vessel can operate on liquefied natural gas (“LNG”), conventional or alternative fuels.

Fleet Renewal Program:

Matson is constructing three new vessels with the following specifications and expected delivery dates:

Matson is constructing three new Aloha Class vessels with the following specifications and expected delivery dates:

Usable Cargo Capacity

Class of Vessel

Containers (1)

Name of Vessel

Delivery Date

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Containership

(1) TEU container numbers represent estimated loadable containers.

Actual loadable containers may vary from these amounts.

Matson expects to deploy the three new Aloha Class vessels in the CLX service and redeploy three existing vessels into the Alaska service.

The new vessels will have dual-fuel engines and be equipped with tanks, piping and cryogenic equipment designed to operate on LNG, conventional and alternative fuels.

The new vessels will have dual-fuel engines and will be equipped with tanks, piping and cryogenic equipment designed to operate on LNG, conventional fuels and alternative fuels.

The new vessels are also being designed with state-of-the-art green technology features and fuel-efficient hulls.

Each new vessel is expected to provide approximately 500 containers of additional capacity per voyage in the CLX service.

The initial contract cost of the new vessel program is approximately $1.0 billion, with milestone payments expected to be financed with cash currently on deposit in the Company’s Capital Construction Fund, cash and cash equivalents on the Company’s Consolidated Balance Sheets and through cash flows generated from future operations, borrowings available under the Company’s unsecured revolving credit facility or additional debt financings .

Actual and future vessel construction progress milestone payments based on signed agreements and change orders, excluding vessel steel price adjustments, owners’ items and capitalized interest, are expected to be as follows:

Each new vessel is expected to provide approximately 500 containers of additional capacity per voyage in the China service, representing an annual capacity increase of approximately 15,000 containers.

The cost of the fleet renewal program is approximately $1.0 billion (excluding owner’s items and change orders), with milestone payments to be funded by cash deposits and Treasury securities currently in the Company’s Capital Construction Fund (“CCF”), interest earned in the CCF, cash and cash equivalents on the Company’s Consolidated Balance Sheets and through cash flows generated from future operations, borrowings available under the Company’s unsecured revolving credit facility or additional debt financings .

Actual and future vessel construction progress milestone payments based on signed agreements and change orders, excluding vessel steel price adjustments, owner’s items and capitalized interest, are expected to be as follows:

Future Milestone Payments

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Three Aloha Class Containerships

The three new Aloha Class vessels represent an important step towards Matson’s medium-term greenhouse gas (“GHG”) emissions goal to reduce Scope 1 GHG emissions from its owned fleet by 40% by 2030, using 2016 as a baseline year.

Matson has also set a long-term goal to achieve net zero Scope 1 GHG emissions from its owned fleet by 2050.

For more information on Matson’s environmental stewardship initiatives, including GHG reduction goals, see Matson’s Sustainability Report and other information available at https://www.matson.com/sustainability.

Vessel Emission Regulations:

Being a leader in environmental stewardship is one of Matson’s core values.

Matson’s vessels transit through some of the most environmentally sensitive areas in the United States including the Hawaiian Islands and the coasts of California, Oregon, Washington and Alaska.

In particular, Matson is focused on reducing transportation emissions, including carbon dioxide, methane, nitrous oxide, particulate matter and sulfur dioxide through improvements in vessel fuel consumption, choice of fuel types and the development of more fuel-efficient transportation solutions.

Matson further contributes positively to the environment by testing and deploying leading technologies as the fleet is modernized.

The International Maritime Organization (“IMO”), of which the U.S.

and over 150 other countries are members, is a specialized agency of the United Nations that sets international environmental standards applicable to vessels operating under the flag of any member state.

Effective January 1, 2020, the IMO imposed regulations that generally require all vessels to burn fuel oil with a maximum sulfur content of ≤0.5 percent.

With respect to North America, all waters, with certain limited exceptions, within 200 nautical miles of U.S.

and Canadian coastlines have been designated emission control areas (“ECAs”).

Since January 1, 2015, U.S.

Environmental Protection Agency regulations have reduced the fuel oil maximum sulfur content in designated ECAs to ≤0.1 percent.

In addition, since August 1, 2012, the California Air Resources Board has reduced the fuel oil maximum sulfur content to ≤0.1 percent within 24 miles of the California coastline.

Matson’s vessels are designed to operate in compliance with current IMO and ECA regulations as applicable.

Beginning in 2023, IMO regulations require containerships operating internationally with over 5,000 gross tonnage to comply with annual Carbon Intensity Indicator (“CII”) requirements that become increasingly stringent towards 2030.

CII measures how efficiently a ship transports goods, and uses calculated carbon dioxide (“CO 2 ”) emissions to determine an annual rating.

For ships that are not in compliance, a corrective action plan needs to be developed as part of the vessels’ Ship Energy Efficiency Management Plan (“SEEMP”) and approved by port state authorities.

IMO regulations require containerships operating internationally with over 5,000 gross tonnage to comply with annual Carbon Intensity Indicator (“CII”) requirements that become increasingly stringent towards 2030.

CII measures how efficiently a ship transports goods, and uses calculated carbon dioxide emissions to determine an annual rating.

For ships that are not in compliance, a corrective action plan needs to be developed as part of the vessels’ Ship Energy Efficiency Management Plan and approved by port state authorities.

The Company believes that its vessels are currently in compliance with these regulations.

For more information on Matson’s environmental stewardship initiatives, including GHG emission reduction goals, see Matson’s Sustainability Report and other information available at https://www.matson.com/sustainability.

Hawaii Terminal Modernization and Expansion Program:

Matson completed the first phase of its program to modernize and renovate its terminal facility at Sand Island, Honolulu, and is progressing on the second phase.

As part of this program, Matson completed the installation of three new 65 long- ton capacity gantry cranes, upgraded and renovated three existing cranes, demolished four outdated cranes, and installed upgrades to the electrical infrastructure at the terminal.

In the first phase of this program, Matson completed the installation of three new 65 long- ton capacity gantry cranes, upgraded and renovated three existing cranes, and installed upgrades to the electrical infrastructure at the terminal.

In addition, Matson completed the installation, energization and transition to a new redundant main switchgear.

Additional projects for the second phase relate to improvements to its existing backup power generators and other terminal upgrades, which are expected to be completed within the next two years.

Additional projects for the second phase relate to improvements to its existing backup power generators and other terminal upgrades, which are expected to be completed within the next year.

The third phase represents a broader and long-term expansion program at the Sand Island terminal facility.

Matson expects to expand into Pier 51A and portions of Pier 51B after Pasha Hawaii (“Pasha”) relocates to, and is operational at, the Kapalama Container Terminal (“KCT”) facility in late 2025 or early 2026.

Matson expects to expand into Pier 51A and portions of Pier 51B after Pasha Hawaii (“Pasha”) relocates to, and is operational at, the Kapalama Container Terminal facility which is scheduled to occur in 2027.

Matson is currently performing surveying, planning and design work in preparation for this expansion.

Ocean Transportation Equipment:

As a complement to its fleet of vessels and barges, Matson owns a variety of equipment including terminal cranes and equipment, containers, chassis and other property which represents an investment of approximately $0.9 billion as of December 31, 2024.

Matson also leases containers, chassis and other equipment under various operating lease agreements.

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Major components of Matson’s Ocean Transportation operating costs are as follows:

Direct Cargo Expense includes terminal handling costs including labor and wharfage, outside purchased transportation and other related costs.

Direct Cargo Expense includes terminal handling costs including stevedoring and wharfage, outside purchased transportation and other related costs.

Vessel Operating Expense includes crew wages and related costs;

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Hawaii Service:

Matson’s Hawaii service has one major U.S.

Matson’s Hawaii service has one primary U.S.

flagged Jones Act competitor, Pasha, which operates container and roll-on/roll-off services between the ports of Long Beach, Oakland and San Diego, California to Hawaii.

flagged Jones Act barge operator, Aloha Marine Lines, offers barge service between Seattle, Washington and Hawaii.

Foreign-flagged vessels carrying cargo to Hawaii from non-U.S.

locations also provide alternatives for companies shipping to Hawaii.

Other competitors in the Hawaii service include proprietary operators and contract carriers of bulk cargo, and air freight carriers.

flagged Jones Act barge operator, Aloha Marine Lines, offers barge service between Seattle, Washington and Oahu, Hawaii.

Foreign-flagged vessels, including ONE and CMA CGM, carry cargo to Oahu, Hawaii from non-U.S.

locations, providing alternatives for companies importing goods to Hawaii.

Other competitors in the Hawaii market include proprietary operators and contract carriers of bulk cargo, and air freight carriers.

Matson operates three strings of vessels to Hawaii.

These strings provide customers an industry-leading five departures from ports on the U.S.

These strings provide customers an industry-leading five weekly departures from ports on the U.S.

West Coast – two each from Long Beach and Oakland, California and one from Tacoma, Washington, with three arrivals in Honolulu each week.

Each of these strings operates on a fixed day-of-the-week schedule.

One of the vessel strings continues from Honolulu to China before returning to Long Beach.

One of the vessel strings, the CLX, continues from Honolulu to China before returning to Long Beach.

Matson’s frequent sailings and punctuality permit customers to reduce inventory carrying costs.

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Alaska Service:

Matson’s Alaska service has one major U.S.

Matson’s Alaska service has one primary U.S.

flagged Jones Act competitor, Totem Ocean Trailer Express, Inc., which operates a roll-on/roll-off service between Tacoma, Washington and Anchorage, Alaska.

There are also two primary U.S.

flagged Jones Act barge operators, Alaska Marine Lines, which mainly provides services from Seattle, Washington to the ports of Anchorage, Dutch Harbor, and other locations in Alaska, and Samson Tug & Barge, which mainly serves Western Alaska and other locations.

The barge operators have historically shipped lower value commodities that can accommodate a longer transit time, as well as construction materials and other cargo that are not conducive to movement in containers.

Other competitors include air freight carriers and over-the-road trucking services.

flagged Jones Act barge operators, Alaska Marine Lines, which mainly provides services from Seattle, Washington to the ports of Anchorage, Kodiak and Dutch Harbor, and other locations in Alaska, and Samson Tug & Barge, which mainly serves Western Alaska and other locations.

The barge operators have historically shipped lower value commodities that can accommodate longer transit times, as well as construction materials and other cargo that are not conducive to movement in containers.

Other competitors include air freight carriers and over-the-road

trucking services.

Foreign-flagged vessels provide alternatives for companies shipping cargo (mainly seafood) from the Alaska ports of Kodiak and Dutch Harbor to international destinations.

The primary competitor of Matson’s AAX service is CMA CGM, which provides services between Dutch Harbor, Alaska and Asia.

Matson offers customers twice weekly scheduled service from Tacoma, Washington to Anchorage and Kodiak, Alaska, and a weekly service to Dutch Harbor, Alaska.

The Company also provides a barge service between Dutch Harbor and Akutan in Alaska.

Matson is the only Jones Act containership operator providing service to Kodiak and Dutch Harbor in Alaska, which are the primary loading ports for southbound seafood.

Matson offers customers twice weekly departures from Tacoma, Washington to Anchorage and Kodiak, Alaska, and a weekly service to Dutch Harbor, Alaska.

Matson also provides a barge service between Dutch Harbor and Akutan in Alaska.

Matson offers dedicated terminal services at the Alaska ports of Anchorage, Kodiak and Dutch Harbor performed by Matson, and at the port of Tacoma, Washington performed by SSAT.

Matson’s AAX service also offers customers a service from Kodiak and Dutch Harbor, Alaska to Ningbo and Shanghai, China, and Busan, South Korea, with transshipment services from those ports to other locations in Asia.

Matson’s AAX service also offers customers a service from Kodiak and Dutch Harbor, Alaska to Ningbo and Shanghai, China, with connecting services from those ports to other locations in Asia.

China Service:

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Other competitors include air freight carriers.

Matson’s China service (CLX and MAX) competes by offering fast and reliable service from the ports of Ningbo and Shanghai in China, and feeder services from other Asian ports of origin connecting in Shanghai, China, to Long Beach, California.

Matson’s China service (CLX and MAX) competes by offering fast and reliable service from the ports of Ningbo and Shanghai in China, and feeder services from other Asian origins connecting in Ningbo and Shanghai, China, to Long Beach, California.

Matson provides fixed day-of-the-week arrivals and industry leading cargo availability.

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Guam Service:

Matson’s Guam service has one major competitor, APL, a subsidiary of CMA CGM, which operates a U.S.

Matson’s Guam service has one primary competitor, APL, a subsidiary of CMA CGM, which operates a U.S.

flagged container service connecting the U.S.

West Coast to Guam and Saipan, via transshipments to U.S.

flagged feeder vessels in Yokohama, Japan and Busan, South Korea via a two-ship feeder service, and a third-party U.S.

flagged service with transshipments from Guam to Saipan.

flagged feeder vessels in Yokohama, Japan, Busan, South Korea, and Naha, Japan via a two-ship feeder service.

There are also multiple foreign carriers that call at Guam from foreign origin ports, and air freight carriers.

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As a result, earnings have tended to follow a similar pattern, offset by periodic vessel dry-docking and other episodic cost factors, which can lead to earnings variability.

In addition, in the China trade, volume demand is generally stronger in the second and third quarters primarily driven by U.S.

In addition, in the China trade, volume

demand is generally stronger in the second and third quarters primarily driven by U.S.

consumer demand for goods ahead of key retail selling seasons.

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crewed, but not U.S.

Cabotage laws are not unique to the United States, and similar laws exist around the world in over 90 countries, including regions in which Matson provides ocean transportation services.

Cabotage laws are not unique to the United States, and similar laws exist in virtually every maritime country around the world, including regions in which Matson provides ocean transportation services.

Any changes in such laws may have an impact on the services provided by Matson in those regions.

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Matson applies a fuel-related surcharge rate to its Ocean Transportation customers.

Matson’s fuel-related surcharge is correlated to market rates for fuel prices and other factors, and is intended to help Matson recover fuel-related expenses .

Matson’s fuel-related surcharge is correlated to market rates for fuel prices and other factors, and is intended primarily to help Matson recover fuel-related expenses .

Other Environmental Regulations:

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Matson Logistics provides Freight Forwarding services primarily to the Alaska market through its wholly-owned subsidiary, Span Intermediate, LLC (“Span Alaska”).

Span Alaska’s business aggregates LCL freight at its cross-dock facility in Auburn, Washington for consolidation and shipment to its service center in Anchorage and a network of other facilities in Alaska.

Span Alaska also provides trucking services to its Auburn cross-dock facility and from its Alaska based cross-dock facilities to final customer destinations in Alaska.

Span Alaska’s business aggregates LCL freight at its cross-dock facilities in Auburn, Washington for consolidation and shipment to its service center in Anchorage and a network of other facilities in Alaska.

Span Alaska also provides trucking services to its Auburn cross-dock facilities and from its Alaska-based cross-dock facilities to final customer destinations in Alaska.

Warehousing Services:

1 unchanged sentence

Supply Chain Management and Other Services:

Matson Logistics provides customers with a variety of logistics services including purchase order management, booking services, customs brokerage, LCL and full container load NVOCC

freight forwarding services.

Matson Logistics has supply chain operations in North America, China, Southeast Asia and other locations.

Matson Logistics provides customers with a variety of logistics services including purchase order management, booking services, customs brokerage, LCL and full container load NVOCC freight forwarding services.

Matson Logistics has supply chain operations in North America, China and other Asian countries, and other locations.

Operating Costs:

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real-time visibility into the movement of customers’ goods;

and other technology solutions.

technology solutions.

Additionally, while Matson Logistics primarily provides surface transportation brokerage, it also competes to a lesser degree with other forms of transportation for the movement of cargo such as air freight.

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Human Capital Strategy:

In support of Matson’s vision to be a great place to work for all employees, the Company focuses on a variety of human capital programs that have been developed to attract, retain and motivate its employee workforce.

In support of Matson’s vision to be a great place to work, the Company focuses on a variety of human capital programs that have been developed to attract, retain and motivate its employee workforce.

As a company that operates in various global locations, the Company’s human capital programs are designed to reflect the unique market practices in each geographic location.

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As part of its overall human capital strategy, Matson continues to focus on developing and promoting equal employment opportunities, particularly for leadership positions.

The Company utilizes both internal and external learning and development programs to encourage and promote career opportunities for all employees.

Matson is also focused on supporting a more diverse talent pool over the long-term by encouraging historically underrepresented groups to pursue careers in the maritime and logistics sectors.

The Company utilizes both internal and external learning and development programs to encourage and promote career opportunities for employees.

Matson is also focused on driving greater awareness of and interest in careers in the maritime and logistics sectors to support a more diverse talent pool

over the long-term to help proactively address gaps in market skills and talent to serve our future needs.

Matson makes all employment decisions based on merit without regard to an individual’s race, gender, or other protected characteristics.

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Succession and Career Planning:

Matson’s workforce is characterized by uniquely skilled, long-tenured employees.

We believe Matson’s workforce is characterized by uniquely skilled, long-tenured employees.

To create career pathways for future leaders while planning for the loss of retiring employees, the Company takes a proactive approach to succession and career planning.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business