What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2026-03-16 compared with 2025-03-18 · 107 added, 152 removed, 1006 unchanged (20% of the section changed)

3 unchanged sentences

The Company addresses the logistics needs of its customers by undertaking a comprehensive set of services and activities, including cargo loading, cargo discharge, port and terminal operations, vessel chartering, voyage planning, and vessel technical management.

Available Information

Our Internet website address is www.pangaeals.com.

We make available free of charge on or through our website our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as soon as reasonably practicable after such material is electronically filed with, or furnished to, the Securities and Exchange Commission.

The information contained on, or accessible through, our website is not incorporated by reference into this Annual Report

on Form 10-K.

Business Overview and Recent Developments

The Company provides ocean transportation services to clients utilizing an ocean-going fleet of motor vessels ("m/v") in the Handymax, Supramax, Ultramax and Panamax and Post-Panamax segments.

At any time, this fleet may be comprised of a total of 45-60 vessels that are owned or chartered-in on a short-term basis.

Following the Company’s acquisition of 15 handy size dry bulk carries on December 30, 2024 pursuant to its acquisition of Renaissance Holdings LLC, a wholly owned subsidiary of Strategic Shipping Inc.

(“SSI”), the Company owned 41 vessels as of December 31, 2024 which were wholly-owned or partially-owned through joint ventures.

The Company uses this fleet to transport approximately 22 million tons of cargo annually to nearly 225 ports around the world, averaging approximately 48 vessels in service daily in 2024 and 46 during 2023.

The Company provides ocean transportation services utilizing a fleet of ocean-going motor vessels (“m/v”) in the Handymax, Supramax, Ultramax, Panamax and Post-Panamax segments.

The fleet typically consists of 60 to 75 vessels, either owned or chartered-in on a short-term basis.

As of December 31, 2025, the Company owned 39 vessels, wholly owned or partially owned through joint ventures.

The Company transported approximately 26.2 million tons of c argo annually to over 300 ports worldwide, averaging approximately 64 vessels in service per day during 2025, compared to 48 vessels during 2024.

The Company’s port, projects, and logistics services include cargo loading, cargo discharge, and port and terminal services to vessel and cargo owners.

17 unchanged sentences

Active risk management is an important part of our business model.

The Company believes its active risk management allows it to reduce the sensitivity of its revenues to market fluctuations and helps it to secure its long-term profitability and lower relative

volatility of earnings.

The Company believes its active risk management allows it to reduce the sensitivity of its revenues to market fluctuations and helps it to secure its long-term profitability and lower relative volatility of earnings.

We manage market risk by chartering in vessels for periods of less than nine months on average and through a portfolio approach based upon owned vessels, chartered-in vessels, COAs, voyage charters, and time charters.

4 unchanged sentences

The Company employs the technical management services of Seamar Management S.A.

which is 51% owned by the Company, and Bernard Schulte Ship Managment, a third party, for its ice class 1A fleet and M.T.M Ship Management, a related party, for its Handysize fleet.

which is wholly owned by the Company, and Bernard Schulte Ship Management, a third party, for its ice class 1A fleet and M.T.M Ship Management, a related party, for its Handysize fleet.

The Company is in the process of transferring its ice class 1A fleet to Seamar Management S.A., following which the Company will employ the technical management services of Seamar Management S.A.

and M.T.M Ship Management.

Business Strategy

9 unchanged sentences

The Company is continually looking to acquire additional high-quality vessels suited for its business strategy, the needs of its customers and growth opportunities the Company identifies.

The Company believes that its experience as a reliable and serious counterparty in the purchase and sale market for second-hand vessels positions it as a candidate for acquisition of high quality vessels.

The Company believes that its experience as a reliable and serious counterparty in the sale and purchase market for second-hand vessels positions it as a candidate for acquisition of high quality vessels.

The Company currently controls (owns or has an ownership interest in) a fleet of 39 bulk carriers as of March 16, 2026.

The current fleet includes six Ice-Class 1A Panamax, four Post Panamax Ice Class 1A, three Panamax, two Ultramax Ice Class 1C, two Ultramax, nine Supramax drybulk vessels and fifteen Handysize vessels.

The current fleet includes six Ice-Class 1A Panamax, four Post Panamax Ice Class 1A, three Panamax, two Ultramax Ice Class 1C, two Ultramax, eight Supramax drybulk vessels and fourteen Handysize vessels.

• Increase backhaul focus, expand and defend its presence in the niche ice trades and increase fleet efficiency.

12 unchanged sentences

The Company believes that there is less competition to carry “minor,” as compared to traditional “major,” bulk cargoes, and, similarly, that there is less competition on less commoditized routes.

The Company believes that its experience in carrying a wide range of cargoes and transiting less common routes and ports increases its likelihood of securing higher rates and margins than those available for more commoditized cargoes and

The Company believes it operates assets well suited to certain of these routes, including its Ice-Class 1A Panamax, Post Panamax Ice Class 1A and Ice-Class 1C Ultramax vessels.

22 unchanged sentences

The Company observes that many publicly traded shipping companies rely on service providers affiliated with senior management or dominant shareholders for fundamental activities.

Beyond the operational benefits to its customers of integrated commercial and technical management, the Company believes that its shareholders are benefited by its strategy of performing many of those activities in-house.

Beyond the operational benefits to its customers of integrated commercial and technical management, the Company believes that its shareholders benefit by its strategy of performing many of those activities in-house.

Related to these efforts to maximize alignment of interest, the Company believes that the associated transparency of ownership and authority will be attractive to current and prospective shareholders.

6 unchanged sentences

The Company’s management team consists of senior executive officers and key employees with decades of experience in the commercial, technical, management and financial areas of the logistics and shipping industries.

The Company’s Chief Executive Officer, Mark Filanowski, has over 30 years of experience in the shipping industry.

Other members of its management team, Mads Boye Petersen and Gianni Del Signore, also have extensive experience in the shipping industry.

Company believes its management team and key employees are well respected in the drybulk sector of the shipping industry and, over the years, has developed strong commercial relationships with industrial customers and lenders.

The Company’s Chief Executive Officer, Mads Boye Petersen, has over 20 years of experience in the shipping industry.

Other members of its management team, Gianni Del Signore and Daniel Schildt, also have extensive experience in the shipping industry.

The Company believes its management team and key employees are well respected in the drybulk sector of the shipping industry and, over the years, has developed strong commercial relationships with industrial customers and lenders.

The Company believes that the experience, reputation and background of its management team will continue to be key factors in its success.

The Company provides logistics services and commercially manages its fleet primarily from offices in Newport, Rhode Island, Copenhagen, Denmark, South Port, Connecticut, and Singapore.

The Company provides logistics services and commercially manages its fleet primarily from offices in Newport, Rhode Island, Copenhagen, Denmark, Southport, Connecticut, and Singapore.

Logistics services and commercial management include identifying cargo for transportation, voyage planning, managing relationships, identifying vessels to charter in, and operating such vessels.

The technical management of the Company’s non ice class Panamax vessels as well as our Supramax and Ultramax vessels are performed in-house by our 51% owned joint venture, Seamar Management, S.A..

The Company’s technical management personnel have experience in the complexities of oceangoing vessel operations, including the supervision of maintenance, repairs, improvements, drydocking and crewing.

The technical management for the Company’s chartered-in vessels is performed by each respective third party ship owner.

The technical management of the Company’s vessels is performed primarily in-house by Seamar Management, S.A which is wholly owned by the Company.

In addition the Company employs the technical management services of Bernard Schulte Ship Management, a third party, for its ice class 1A fleet and M.T.M Ship Management, a related party, for its Handysize fleet.

The Company is in the process of transferring its ice class 1A fleet to Seamar Management S.A..

The Company’s technical management personnel have extensive experience in oceangoing vessel operations, including the supervision of maintenance, repairs, improvements, drydocking and crewing.

The technical management of the Company’s chartered-in vessels is performed by the respective third-party shipowners.

Operations and Assets

21 unchanged sentences

m/v Bulk Brenton Supramax 57,676 2016 Tsuneishi (Cebu)

m/v Bulk Friendship Supramax 57,676 2016 Tsuneishi (Cebu)

m/v Bulk Patience Supramax 57,676 2016 Tsuneishi (Cebu)

m/v Bulk Sachuest Supramax 55,618 2010 Hyundai Vinashin

2 unchanged sentences

m/v Bulk Pride Supramax 58,749 2008 Tsuneishi Group (Zhoushan) Shipbuilding Inc.

m/v Bulk Freedom Supramax 52,454 2005 Tsuneishi Shipbuilding Co.

m/v Bulk Prudence Ultramax 61,330 2014 Imabari Shipbuilding

2 unchanged sentences

m/v Bulk Concord Panamax 76,600 2009 Shin Kasado Dockyard Co.

m/v Bulk Xaymaca (1)

Panamax 76,561 2006 Imabari SB Marugame

m/v Bulk Xaymaca Panamax 76,561 2006 Imabari SB Marugame

m/v Nordic Nuluujaak Post Panamax (Ice Class 1A) 95,000 2021 Guangzhou Shipyard International Company Limited

25 unchanged sentences

m/v Strategic Tenacity Handysize 36,851 2012 Hyundai Vinashin, Vietnam

m/v Strategic endeavor Handysize 33,013 2010 Zhejiang Zhenghe Shipbuilding, China

(1) Formerly known as m/v Bulk PODS

The Company owns its vessels through separate wholly-owned subsidiaries and through joint venture entities with other owners, which the Company consolidates as variable interest entities in its consolidated financial statements.

On September 23, 2024, the Company entered into a definitive Agreement and Plan of Merger (the “Merger Agreement”) with Strategic Shipping Inc.

(“SSI”), Renaissance Holdings LLC, a wholly-owned subsidiary of SSI (“Renaissance”), and Renaissance Merger Sub LLC, a wholly-owned subsidiary of the Company (“Merger Sub”), pursuant to which Renaissance merged with and into Merger Sub, after which the separate existence of Merger Sub ceased and Renaissance became a wholly-owned subsidiary of the Company (the “Merger”).

As a result of the Merger, on December 30, 2024, the Company acquired fifteen handy-size dry bulk vessels from SSI.

Prior to the consummation of the Merger, the Company and SSI entered into an Investor and Registration Rights Agreement (the “Investor Agreement”) pursuant to which the Company registered the

Common Shares issued to SSI in the Merger, together with other common shares held by SSI that were acquired after the Merger in open market transactions, for resale pursuant to a registration statement under the Securities Act which was declared effective on January 30, 2025.

The Investor Agreement also provides SSI with certain pre-emptive rights and the right to designate up to two members to the Company’s board of directors.

In connection with the Transaction and in accordance with the Merger Agreement, the Company issued to SSI an aggregate of 18,059,342 shares of its common stock.

For more information, please see our Merger Agreement filed as exhibit 10.16 hereto, and our Investor Agreement attached hereto as exhibit 10.17 to this annual report.

In September 2019, the Company entered into an LLC agreement for the formation of NBP, that, at inception is owned 75% by the Company and 25% by an independent third party.

NBP was established for the purpose of constructing and owning four new-build ice class post-Panamax vessels.

The Company took delivery of Nordic Nuluujaak, Nordic Qinngua, Nordic Sanngijuq and Nordic Siku during the second quarter through fourth quarters of 2021.

The independent third party made additional contribution which increased their ownership interest in NBP to 50% at December 31, 2023.

On October 3, 2024, Pangaea Logistics Solutions Ltd.

entered into a definitive agreement to purchase the remaining 50% equity of Nordic Bulk Partners LLC from HS Nordic LLC for $ 19.18 million in cash.

The transaction was finalized on November 6, 2024, giving Pangaea full ownership of Nordic Bulk Partners.

This acquisition grants Pangaea 100% control over Nordic Bulk Partners.

The Company operates a variety of chartered-in drybulk carriers in addition to its owned vessels.

7 unchanged sentences

The Company also believes that this combination of owned and chartered-in vessels helps it to more efficiently match its customer demand than the Company could with only owned vessels or an entirely chartered-in fleet.

Engagement of New Independent Registered Public Accounting Firm

On August 27, 2025, the Audit Committee approved the engagement of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.

Executive Officer and Board Appointments

Pursuant to a certain Cooperation Agreement between the Company and SSI dated November 26, 2025, the Board of Directors of the Company increased the size of the Board of Directors from nine to ten directors and appointed Mr.

Leand to the Board as a Class III director to fill the vacancy created by such increase.

On December 18, 2025, effective upon Christina Tan’s resignation, the Board appointed Eugene I.

Davis to the Board as a Class II director pursuant to the Investor and Registration Rights Agreement dated as of December 30, 2024, by and between the Company and Strategic Shipping Inc.

On January 1, 2026, Mads Petersen was appointed to succeed Mr.

Filanowski as President, Chief Executive Officer and Director of the Company.

Corporate Structure

4 unchanged sentences

As of March 16, 2026, the Company’s significant subsidiaries are as follows:

Company Name Country of Organization Proportion of Ownership Interest Footnote

Subsidiary Jurisdiction of Incorporation Proportion of Ownership Interest Footnote

Americas Bulk Transport (BVI) Limited British Virgin Islands 100% (A)

3 unchanged sentences

Bermuda 100% (D)

Phoenix Bulk Carriers (US) LLC Delaware 100% (E)

Phoenix Bulk Carriers (US) LLC ("PBC") Delaware 100% (E)

Allseas Logistics Bermuda Ltd.

Bermuda 100% (F)

Bulk Trident Ltd.

(“Bulk Trident”) Bermuda 100% (G)

Pangaea Logistics Solutions Denmark A/S.

("Pangaea Denmark") (formerly known as Nordic Bulk Carriers A/S) Denmark 100% (H)

("Pangaea Denmark") Denmark 100% (H)

Nordic Bulk Ventures (Cyprus) Limited ("NBV") Cyprus 100% (H)

14 unchanged sentences

(“NBHC”) Bermuda 67% (L)

Company Name Country of Organization Proportion of Ownership Interest Footnote

Bulk Courageous Corp.

15 unchanged sentences

(“BVH”) Bermuda 100% (K)

Subsidiary Jurisdiction of Incorporation Proportion of Ownership Interest Footnote

Bulk Freedom Corp.

31 unchanged sentences

Rhode Island 100% (H)

Patriot Stevedoring & Logistics, LLC Massachusetts 50% (Q)

Bay Stevedoring LLC Delaware 100% (R)

Pangaea Logistics Solutions (US) LLC ("PANL US") Delaware 100% (S)

Pangaea Baltimore LLC Delaware 100% (R)

Pangaea Port Everglades LLC Delaware 100% (R)

Pangaea Florida LLC Delaware 100% (R)

Pangaea Texas LLC Texas 100% (R)

Bay Stevedoring LLC Delaware 100% (Q)

Pangaea Logistics Solutions (US) LLC ("PANL US") Delaware 100% (R)

Pangaea Baltimore LLC Delaware 100% (Q)

Pangaea Port Everglades LLC Delaware 100% (Q)

Pangaea Florida LLC Delaware 100% (Q)

Pangaea Texas LLC Texas 100% (Q)

Associated Terminals Pangaea Logistics, LLC Delaware 50% (Q)

Renaissance Holdings LLC Marshall Islands 100% (A)

27 unchanged sentences

SBC Spirit LLC ("SBC Spirit") Marshall Islands 100% (G)

Company Name Country of Organization Proportion of Ownership Interest Footnote

SBC Spirit Pte.

9 unchanged sentences

(C) The primary purpose of this corporation is to provide logistics services to customers by chartering, managing and operating ships.

Formerly known as Phoenix Bulk Carriers (BVI) Limited.

(D) The primary purpose of this corporation is to manage the fuel procurement for all vessels.

5 unchanged sentences

NBV is the holding company of Pangaea Denmark.

F ormerly known as Nordic Bulk Carriers A/S.

(I) Long Wharf is a limited liability company duly organized under the laws of Delaware for the purpose of holding real estate located in Newport, Rhode Island.

8 unchanged sentences

(P) This entity is the technical manager of 25 vessels owned and operated by the Company.

(Q) The primary purpose of the company is to manage and operate the Brayton Point Commerce Center Marine Terminal.

(R) The primary purpose of the company is to manage and operate port terminals.

(S) The primary purpose of the company is to manage U.S.-based business activities.

(Q) The primary purpose of the company is to manage and operate port terminals.

(R) The primary purpose of the company is to manage U.S.-based business activities.

Crewing and Employees

12 unchanged sentences

The dry bulk carrier market is typically stronger in the fall months in anticipation of increased consumption of coal and other raw materials in the northern hemisphere during the winter months.

Seasonal fluctuation are also observed in harvest times in the Northern and Southern

Atlantic trades.

Seasonal fluctuation are also observed in harvest times in the Northern and Southern Atlantic trades.

In addition, unpredictable weather patterns in these months tend to disrupt vessel scheduling and supplies of certain commodities.

68 unchanged sentences

As of January 1, 2015, ships operating within an ECA were not permitted to use fuel with sulfur content in excess of 0.1% m/m.

The amended Annex VI establishes procedures for designating new ECAs.

Currently, the IMO has designated five ECAs, including specified portions of the Baltic Sea area, Mediterranean Sea area, North Sea area, North American area and United States Caribbean area.

Mediterranean Sea became an ECA on May 1, 2024, and compliance obligations will begin May 1, 2025.

Ocean-going vessels in these areas will be subject to stringent emission controls and may cause us to incur additional costs.

Certain ports in which our vessels call, including China and Singapore, are currently or may become subject to local regulations that impose stricter emission controls.

In July 2023, MEPC 80 announced three new ECA proposals, including the Canadian Arctic waters and the North-East Atlantic Ocean, which were adopted in draft amendments to Annex IV that will enter into force in March 2026.

In July 2023, MEPC 80 announced three new ECA proposals, including the Canadian Arctic waters and the Norwegian Sea, which should take effect in March 2027.

MEPC 83 also approved Northeast Atlantic Ocean as an ECA and is expected to take effect in 2028.

If other ECAs are approved by the IMO, or other new or more stringent requirements relating to emissions from marine diesel engines or port operations by vessels are adopted by the U.S.

3 unchanged sentences

The amended Annex VI also established new tiers of stringent nitrogen oxide emissions standards for marine diesel engines, depending on their date of installation.

Tier III Nitrogen Oxide (NOx) standards were designed for the control of NOx produced by vessels and apply to ships that operate in the North American and U.S.

Tier III Nitrogen Oxide, or NOx, standards were designed for the control of NOx produced by vessels and apply to ships that operate in the North American and U.S.

Caribbean Sea ECAs with marine diesel engine installed and constructed on or after January 1, 2016.

Tier III requirements could apply to additional areas designated for Tier III NOx in the future.

At MEPC 70 and MEPC 71, the MEPC approved the North Sea and Baltic Sea as ECAs for nitrogen oxide for ships built on or after January 1, 2021.

The Canadian-Arctic ECA for NOx will also be effective starting from March 1, 2026 for ships built on or after January 1, 2025.

For the Norwegian Sea ECA, the NOx Tier III engine certification requirement will apply to ships (i) with building contracts placed on or after March 1, 2026, (ii) in the absence of a building contract, constructed on or after September 1, 2026, or (iii) delivered on or after March 1, 2030.

For the North-East Atlantic ECA, the requirement is expected to apply to ships (i) contracted on or after January 1, 2027, (ii) in the absence of a building contract, constructed on or after July 1, 2027, or (iii) delivered on or after January 1, 2031.

The EPA promulgated equivalent (and in some senses stricter) emissions standards in 2010 and we are compliant with the Tier I and Tier II requirements for NOx emissions under the EPA standards and Annex VI.

We do not currently own any vessels subject to the Tier III requirements, although we may acquire such vessels in the future.

In April 2025, MEPC 83 also adopted amendments (expected to enter into force late 2026 and early 2027) to the NOx Technical Code 2008, which allows ships to optimize fuel consumption based on their operational profile, thus improving energy efficiency, while ensuring compliance with NOx emission requirements.

As a result of these designations or similar future designations, we may be required to incur additional operating or other costs.

1 unchanged sentence

The IMO used such data as part of its initial roadmap (through 2023) for developing its strategy to reduce greenhouse gas emissions from ships, as discussed further below.

MEPC 83 approved draft amendments to make the IMO's data collection system more accessible to the public through an anonymized database.

As of January 1, 2013, MARPOL made mandatory certain measures relating to energy efficiency for ships.

11 unchanged sentences

In 2021, MEPC 77 adopted a non-binding resolution which urges Member States and ship operators to voluntarily use distillate or other cleaner alternative fuels or methods of propulsion that are safe for ships and could contribute to the reduction of Black Carbon emissions from ships when operating in or near the Arctic.

MEPC 79 adopted amendments to MARPOL Annex VI, Appendix IX to include the attained and required CII values, the CII rating and attained EEXI for existing ships in the required information to be submitted to the IMO Ship Fuel Oil Consumption Database.

MEPC 79 also revised the EEDI calculation guidelines to include a CO2 conversion factor for ethane, a reference to

the updated ITCC guidelines, and a clarification that in case of a ship with multiple load line certificates, the maximum certified summer draft should be used when determining the deadweight.

In late 2022, MEPC 79 adopted amendments to MARPOL Annex VI, Appendix IX to include the attained and required CII values, the CII rating and attained EEXI for existing ships in the required information to be submitted to the IMO Ship Fuel Oil Consumption Database.

MEPC 79 also revised the EEDI calculation guidelines to include a CO2 conversion factor for ethane, a reference to the updated ITCC guidelines, and a clarification that in case of a ship with multiple load line certificates, the maximum certified summer draft should be used when determining the deadweight.

The amendments entered into force on May 1, 2024.

In July 2023, MEPC 80 approved the plan for reviewing CII regulations and guidelines, which must be completed at the latest by January 1, 2026.

This review commenced at MEPC 82 in Fall 2024, and there will be no immediate changes to the CII framework, including correction factors and voyage adjustments, before the review is completed.

In July 2023, MEPC 80 approved the plan for reviewing CII regulations and guidelines, and in April 2025, MEPC 83 adopted amendments to 2021 Guidelines on operational carbon intensity reduction factors, which outline methods for determining CII reduction factors from 2023 and now includes newly defined factors from 2027 to 2030.

MEPC 83 also approved a work plan on the development of a regulatory framework for the use of onboard carbon capture and storage systems, which will capture carbon produced by a ship before it is emitted into the air.

We may incur costs to comply with these revised standards.

23 unchanged sentences

The IMO has also adopted the International Convention on Standards of Training, Certification and Watchkeeping for Seafarers (“STCW”).

As of February 2017, all seafarers are required to meet the STCW standards and be in possession of a valid STCW

As of February 2017, all seafarers are required to meet the STCW standards and be in possession of a valid STCW certificate.

Flag states that have ratified SOLAS and STCW generally employ the classification societies, which have incorporated SOLAS and STCW requirements into their class rules, to undertake surveys to confirm compliance.

3 unchanged sentences

The Polar Code applies to new ships constructed after January 1, 2017, and after January 1, 2018, ships constructed before January 1, 2017 are required to meet the relevant requirements by the earlier of their first intermediate or renewal survey.

Furthermore, recent action by the IMO’s Maritime Safety Committee and United States agencies indicates that cybersecurity regulations for the maritime industry are likely to be further developed in the near future in an attempt to combat cybersecurity threats.

By IMO resolution, administrations are encouraged to ensure that cyber-risk management systems are incorporated by ship-owners and managers by their first annual Document of Compliance audit after January 1, 2021.

In February 2021, the U.S.

Coast Guard published guidance on addressing cyber risks in a vessel’s safety management system.

This might cause companies to create additional procedures for monitoring cybersecurity, which could require additional expenses and/or capital expenditures.

The impact of future regulations is hard to predict at this time.

In June 2022, SOLAS also set out new amendments that took effect on January 1, 2024, which include new requirements for:

(1) the design for safe mooring operations, (2) the Global Maritime Distress and Safety System (“GMDSS”), (3) watertight integrity, (4) watertight doors on cargo ships, (5) fault-isolation of fire detection systems, (6) life-saving appliances, and (7) safety of ships using LNG as fuel.

These new requirements may impact the cost of our operations.

Furthermore, cybersecurity guidance and regulations have been developed in the near future in an attempt to combat cybersecurity threats.

For new ships and offshore installations contracted for construction on or after January 1, 2024, the International Association of Classification Societies, or IACS, now requires vessel owners, yard and suppliers to build cybersecurity barriers into their systems and vessels, requiring compliance across the full spectrum of critical on-board control and navigation systems.

On July 16, 2025, the U.S.

Coast Guard’s final rule, Cybersecurity in the Martine Transportation System, went into effect.

Under this rule, all regulated entities are required to develop Cybersecurity and Cyber Incident Response Plans, designate a Cybersecurity Officer to implement plans, and to report certain cyber incidents to the National Response Center The impact of these regulations is hard to predict at this time.

Pollution Control and Liability Requirements

4 unchanged sentences

The BWM Convention’s implementing regulations call for a phased introduction of mandatory ballast water exchange requirements, to be replaced in time with mandatory concentration limits, and require all ships to carry a ballast water record book and an international ballast water management certificate.

On December 4, 2013, the IMO Assembly passed a resolution revising the application dates of the BWM Convention so that the dates are triggered by the entry into force date and not the dates originally in the BWM Convention.

This, in effect, makes all vessels delivered before the entry into force date “existing vessels” and allows for the installation of ballast water management systems on such vessels at the first International Oil Pollution Prevention (IOPP) renewal survey following entry into force of the convention.

The MEPC maintainsguidelines for approval of ballast water management systems (G8).

At MEPC 72, amendments were adopted to extend the date existing vessels are subject to certain ballast water standards.

The MEPC maintains guidelines for approval of ballast water management systems (G8).

Ships over 400 gross tons generally must comply with a “D-1 standard,” requiring the exchange of ballast water only in open seas and away from coastal waters.

8 unchanged sentences

In December 2022, MEPC 79 agreed that it should be permitted to use ballast tanks for temporary storage of treated sewage and grey water.

established that ships are expected to return to D-2 compliance after experiencing challenging uptake water and bypassing a BWM system should only be used as a last resort.

In July 2023, MEPC 80 approved a plan for a comprehensive review of the BWM Convention over the next three years and the corresponding development of a package of amendments to the Convention.

MEPC 80 also adopted further amendments relating to Appendix II of the BWM Convention concerning the form of the Ballast Water Record Book, which are expected to enter into force in February 2025.

A protocol for ballast water compliance monitoring devices and unified interpretation of the form of the BWM Convention certificate were also adopted.

In March 2024, MEPC 81 adopted amendments to the BWM Convention concerning the use of Ballast Water Record Books in electronic form, which are expected to enter into force in October 2025.

Pursuant to the ongoing review, in Fall 2024, MEPC 82 approved the 2024 Guidance on ballast water record keeping and reporting and the 2024 Guidance for Administrations on the type approval process for ballast water management systems to support harmonized evaluation by Administrations.

Once mid-ocean exchange ballast water treatment requirements become mandatory under the BWM Convention, the cost of compliance could increase for ocean carriers and may have a material effect on our operations.

However, many countries already regulate the discharge of ballast water carried by vessels from country to country to prevent the introduction of invasive and harmful species via such discharges.

MEPC 79 also established that ships are expected to return to D-2 compliance after experiencing challenging uptake water and bypassing a BWM system should only be used as a last resort.

In addition to the BWM Convention, many countries already regulate the discharge of ballast water carried by vessels from country to country to prevent the introduction of invasive and harmful species via such discharges.

The U.S., for example, requires vessels entering its waters from another country to conduct mid-ocean ballast exchange, or undertake some alternate measure, and to comply with certain reporting requirements.

2 unchanged sentences

These ballast water treatment systems range in cost from $0.5 million to $0.7 million each, primarily dependent on the size of the vessel.

The cost of compliance could increase for ocean carriers and may have a material effect on our operations.

Refer to “Capital Expenditures” section for further information.

The IMO adopted the International Convention on Civil Liability for Oil Pollution Damage of 1969, as amended by different Protocols in 1976, 1984, and 1992, and amended in 2000 (the “CLC”).

The IMO adopted the International Convention on Civil Liability for Oil Pollution Damage of 1969, as amended by different Protocols in 1976, 1984, and 1992, and amended in 2000, or the CLC.

Under the CLC and depending on whether the country in which the damage results is a party to the 1992 Protocol to the CLC, a vessel’s registered owner may be strictly liable for pollution damage caused in the territorial waters of a contracting state by discharge of persistent oil, subject to certain exceptions.

13 unchanged sentences

In 2001, the IMO adopted the International Convention on the Control of Harmful Anti-fouling Systems on Ships, or the “Anti-fouling Convention.” The Anti-fouling Convention, which entered into force on September 17, 2008, prohibits the use of organotin compound coatings to prevent the attachment of mollusks and other sea life to the hulls of vessels.

The exteriors of vessels constructed prior to January 1, 2003 that have not been in drydock must, as of September 17, 2008, either not contain

the prohibited compounds or have coatings applied to the vessel exterior that act as a barrier to the leaching of the prohibited compounds.

Vessels of over 400 gross tons engaged in international voyages will also be required to undergo an initial survey before the vessel is put into service or before an International Anti-fouling System Certificate, or the “IAFS Certificate,” is issued for the first time;

16 unchanged sentences

It is impossible to predict what additional regulations, if any, may be passed by the IMO and what effect, if any, such regulations might have on our operations.

International Code for Ships Operating in Polar Waters

The IMO in November 2014 adopted the International Code for Ships Operating in Polar Waters (the “Polar Code”), and related amendments to the International Convention for the Safety of Life at Sea (“SOLAS”) to make it mandatory.

The Polar Code, which entered into force on January 1, 2017, covers design, construction, equipment, operational, training, search and rescue as well as environmental protection matters relevant to ships operating in the waters surrounding the two poles.

The Polar Code is mandatory under both SOLAS and MARPOL because it contains both safety and environment related provisions.

The MEPC adopted the Polar Code and associated MARPOL amendments in May 2015.

Oil Pollution Act of 1990 and Comprehensive Environmental Response, Compensation and Liability Act

The Oil Pollution Act of 1990, ("OPA"), established an extensive regulatory and liability regime for the protection and cleanup of the environment from oil spills.

The Oil Pollution Act of 1990, or OPA, established an extensive regulatory and liability regime for the protection and cleanup of the environment from oil spills.

OPA affects all “owners and operators” whose vessels trade or operate within the United States, its territories and possessions or whose vessels operate in United States waters, which includes the United States’ territorial sea and its 200 nautical mile exclusive economic zone around the United States.

12 unchanged sentences

such caps do not apply to direct cleanup costs.

Effective December 31, 2015, the U.S.

Coast Guard adjusted the limits of OPA liability for non-tank vessels (e.g.

drybulk) to the greater of $1,200 per gross ton or $997,100 (subject to periodic adjustment for inflation).

Effective March 23, 2023, the new adjusted limits of OPA liability for non-tank vessels, edible oil tank vessels, and any oil spill response vessels, to the greater of $1,300 per gross ton or $1,076,000 (subject to periodic adjustment for inflation).

4 unchanged sentences

or (iii) without sufficient cause, comply with an order issued under the Federal Water Pollution Act (Section 311 (c), (e)) or the Intervention on the High Seas Act.

CERCLA contains a similar liability regime whereby owners and operators of vessels are liable for cleanup, removal and remedial costs, as well as damages for injury to, or destruction or loss of, natural resources, including the reasonable costs associated with assessing same, and health assessments or health effects studies.

CERCLA contains a similar liability regime whereby owners and operators of vessels are liable for cleanup, removal and remedial costs, as well as damages for injury to, or destruction or loss of, natural resources, including the reasonable costs associated with assessing the same, and health assessments or health effects studies.

There is no liability if the discharge of a hazardous substance results solely from the act or omission of a third party, an act of God or an act of war.

24 unchanged sentences

The EPA and the USCG have also enacted rules relating to ballast water discharge, compliance with which requires the installation of equipment on our vessels to treat ballast water before it is discharged or the implementation of other port facility disposal arrangements or procedures at potentially substantial costs, and/or otherwise restrict our vessels from entering U.S.

The EPA will regulate these ballast water discharges and other discharges incidental to the normal operation of certain vessels within United States waters pursuant to the Vessel Incidental Discharge Act (“VIDA”), which was signed into law on December 4, 2018 and replaces the 2013 Vessel General Permit (“VGP”) program (which authorizes discharges incidental to operations of commercial vessels and contains numeric ballast water discharge limits for most vessels to reduce the risk of invasive species in U.S.

The EPA will regulate these ballast water discharges and other discharges incidental to the normal operation of certain vessels within United States waters pursuant to the Vessel Incidental Discharge Act, or VIDA, which was signed into law on December 4, 2018 and replaces the 2013 Vessel General Permit, or VGP program (which authorizes discharges incidental to operations of commercial vessels and contains numeric ballast water discharge limits for most vessels to reduce the risk of invasive species in U.S.

waters, stringent requirements for exhaust gas scrubbers, and requirements for the use of environmentally acceptable lubricants) and current Coast Guard ballast water management regulations adopted under the U.S.

National Invasive Species Act (“NISA”), such as mid-ocean ballast exchange programs and installation of approved USCG technology for all vessels equipped with ballast water tanks bound for U.S.

National Invasive Species Act, or NISA, such as mid-ocean ballast exchange programs and installation of approved USCG technology for all vessels equipped with ballast water tanks bound for U.S.

ports or entering U.S.

VIDA establishes a new framework for the regulation of vessel incidental discharges under Clean Water Act (CWA), requires the EPA to develop performance standards for those discharges within two years of enactment, and requires the U.S.

VIDA establishes a new framework for the regulation of vessel incidental discharges under Clean Water Act, or CWA, requires the EPA to develop performance standards for those discharges within two years of enactment, and requires the U.S.

Coast Guard to develop implementation, compliance, and enforcement regulations within two years of EPA’s promulgation of standards.

On September 24, 2024, the EPA finalized its rule on Vessel Incidental Discharge Standards of Performance, which means that the USCG must now develop corresponding regulations regarding ballast water within two years of that date.

In October 2024, the EPA finalized its rule on Vessel Incidental Discharge Standards of Performance, which means that the USCG must now develop corresponding regulations regarding ballast water within two years of that date.

Under VIDA, all provisions of the 2013 VGP and USCG regulations regarding ballast water treatment remain in force and effect until the EPA and U.S.

Coast Guard regulations are finalized.

Non-military, non-recreational vessels greater than 79 feet in length must continue to comply with the requirements of the VGP, including submission of a Notice of Intent (“NOI”) or retention of a PARI form and submission of annual reports.

Non-military, non-recreational vessels greater than 79 feet in length must continue to comply with the requirements of the VGP, including submission of a Notice of Intent, or NOI or retention of a PARI form and submission of annual reports.

We have submitted NOIs for our vessels where required.

8 unchanged sentences

The European Union has adopted several regulations and directives requiring, among other things, more frequent inspections of high-risk ships, as determined by type, age, and flag as well as the number of times the ship has been detained.

The European Union also adopted and extended a ban on substandard ships and enacted a minimum ban period and a definitive ban for

repeated offenses.

The European Union also adopted and extended a ban on substandard ships and enacted a minimum ban period and a definitive ban for repeated offenses.

The regulations also provided the European Union with greater authority and control over classification societies, by imposing more requirements on classification societies and providing for fines or penalty payments for organizations that failed to comply.

25 unchanged sentences

The 2015 United Nations Climate Change Conference in Paris resulted in the Paris Agreement, which entered into force on November 4, 2016 and does not directly limit greenhouse gas emissions from ships.

initially entered into the agreement, but on June 1, 2017, the Trump administration announced that the United States intended to withdraw from the Paris Agreement, and the withdrawal became effective on November 4, 2020.

On January 20, 2021, the Biden administration issued an executive order to rejoin the Paris Agreement, which the U.S.

officially rejoined on February 19, 2021.

In January 2025, President Trump signed an executive order to begin the withdrawal of the United States from the Paris Agreement.

At MEPC 70 and MEPC 71, a draft outline of the structure of the initial strategy for developing a comprehensive IMO strategy on reduction of greenhouse gas emissions from ships was approved.

In accordance with this roadmap, in April 2018, nations at the MEPC 72 adopted an initial strategy to reduce greenhouse gas emissions from ships.

The initial strategy identifies “levels of ambition” to reduce greenhouse gas emissions, and notes that technological innovation, alternative fuels and/or energy

sources for international shipping will be integral to achieve the ambitions.

At MEPC 77, the Member States agreed to initiate the revision of the Initial IMO Strategy on Reduction of GHG emissions from ships, recognizing the need to strengthen the “levels of ambition.” In July 2023, MEPC 80 adopted the 2023 IMO Strategy on Reduction of GHG Emissions from Ships, which builds upon the initial strategy’s levels of ambition.

is not party to the Paris Agreement.

At MEPC 70 and MEPC 71, a draft outline of the structure of the initial strategy for developing a comprehensive IMO strategy on reduction of greenhouse gas, or GHG, emissions from ships was approved.

In accordance with this roadmap, in April 2018, nations at the MEPC 72 adopted an initial strategy to reduce GHG emissions from ships.

The initial strategy identifies “levels of ambition” to reduce GHG emissions, and notes that technological innovation, alternative fuels and/or energy sources for international shipping will be integral to achieve the ambitions.

At MEPC 77, the Member States agreed to initiate the revision of the Initial IMO Strategy on Reduction of GHG emissions from ships, recognizing the need to strengthen the “levels of ambition.” In July 2023, MEPC 80 adopted the 2023 IMO Strategy on Reduction of GHG Emissions from Ships, or the 2023 IMO Strategy, which builds upon the initial strategy’s levels of ambition.

The revised levels of ambition include (1) further decreasing the carbon intensity from ships through improvement of energy efficiency;

1 unchanged sentence

(3) increasing adoption of zero or near-zero emissions technologies, fuels, and energy sources;

and (4) achieving net zero GHG.

and (4) achieving net zero GHG emissions from international shipping.

Furthermore, the following indicative checkpoints were adopted in order to reach net zero GHG emissions from international shipping:

i) reduce the total annual greenhouse gas emissions from international shipping by at least 20%, striving for 30%, by 2030, compared to 2008 levels;

reduce the total annual greenhouse gas emissions from international shipping by at least 70%, striving for 80%, by 2040, compared to 2008 levels.

In March 2024, MEPC 81 further developed the goal-based marine fuel standard regulating the phased reduction of marine fuel's GHG intensity as part of its mid-term measures.

In Fall 2024, MEPC 82 made further progress on the development of these mid-term measures, and the Committee is expected to approve amendments at MEPC 83 (Spring 2025) for adoption in October 2025.

These regulations could cause us to incur additional substantial expenses.

i) reduce the total annual GHG emissions from international shipping by at least 20%, striving for 30%, by 2030, compared to 2008 levels;

and ii) reduce the total annual GHG emissions from international shipping by at least 70%, striving for 80%, by 2040, compared to 2008 levels.

As part of the 2023 IMO Strategy, MPEC also created the IMO Net-zero Framework, which will combine mandatory emissions limits and GHG pricing across the industry.

The IMO Net-zero Framework was approved at MEPC 83 (Spring 2025) for potential adoption in Spring 2026 and will eventually be included in Annex VI.

Under these draft regulations, ships will be required to reduce their annual greenhouse gas fuel intensity, (“GFI”), calculated using the well-to-wake approach and ships emitting above GFI thresholds will have to acquire remedial units to balance its deficit emissions, while those using zero or near-zero GHG technologies will be eligible for financial rewards.

The EU made a unilateral commitment to reduce overall greenhouse gas emissions from its member states from 20% of 1990 levels by 2020.

The EU also committed to reduce its emissions by 20% under the Kyoto Protocol’s second period from 2013 to 2020.

Starting in January 2018, large ships over 5,000 gross tonnage calling at EU ports are required to collect and publish data on carbon dioxide emissions and other information.

As of January 2018, large ships over 5,000 gross tonnage calling at EU ports are required to collect and publish data on carbon dioxide emissions and other information.

Under the European Climate Law, the EU committed to reduce its net greenhouse gas emissions by at least 55% by 2030 through its “Fit-for-55” legislation package.

2 unchanged sentences

However, in March 2017, the Trump administration issued an executive order to review and possibly eliminate the EPA’s plan to cut greenhouse gas emissions, and on August 13, 2020, the EPA released rules rolling back standards to control methane and volatile organic compound emissions from new oil and gas facilities.

In early 2021, the Biden administration directed the EPA to publish a proposed rule suspending, revising, or rescinding certain of these rules.

The resulting final rule was issued in December 2023.

Such rules may be subject to revision or revocation following the change in federal administration beginning in 2025.

The EPA or individual states could enact these or other environmental regulations that could affect our operations.

In early 2021, the Biden administration directed the EPA to publish a proposed rule suspending, revising, or rescinding certain of these rules, which was finalized in December 2023.

However, the current administration is delaying these requirements limiting methane emissions and is considering repealing the measure altogether.

Therefore, it is unclear how such environmental regulations could affect our operations.

Any passage of climate control legislation or other regulatory initiatives by the IMO, the EU, the U.S.

2 unchanged sentences

International Labor Organization

The International Labour Organization (the “ILO”) is a specialized agency of the UN that has adopted the Maritime Labor Convention 2006 (“MLC 2006”).

The International Labour Organization, or ILO, is a specialized agency of the UN that has adopted the Maritime Labor Convention 2006, or MLC 2006.

A Maritime Labor Certificate and a Declaration of Maritime Labor Compliance is required to ensure compliance with the MLC 2006 for all ships that are 500 gross tonnage or over and are either engaged in international voyages or flying the flag of a Member and operating from a port, or between ports, in another country.

2 unchanged sentences

Since the terrorist attacks of September 11, 2001 in the United States, there have been a variety of initiatives intended to enhance vessel security such as the U.S.

Maritime Transportation Security Act of 2002 (“MTSA”).

Maritime Transportation Security Act of 2002, or MTSA.

To implement certain portions of the MTSA, the USCG issued regulations requiring the implementation of certain security requirements aboard vessels operating in waters subject to the jurisdiction of the United States and at certain ports and facilities, some of which are regulated by the EPA.

Similarly, Chapter XI-2 of the SOLAS Convention imposes detailed security obligations on vessels and port authorities and mandates compliance with the International Ship and Port Facility Security Code (“the ISPS Code”).

The ISPS Code is designed to enhance the security of ports and ships against terrorism.

To trade internationally, a vessel must attain an International Ship Security Certificate (“ISSC”) from a recognized security organization approved by the vessel’s flag state.

To trade internationally, a vessel must attain an International Ship Security Certificate, or the ISSC, from a recognized security organization approved by the vessel’s flag state.

Ships operating without a valid certificate may be detained, expelled from, or refused entry at port until they obtain an ISSC.

The various requirements, some of which are found in the SOLAS Convention, include, for example, on-board installation of automatic identification systems to provide a means for the automatic transmission of safety-related information from among similarly equipped ships and shore stations, including information on a ship’s identity, position, course, speed and navigational status;

on-board installation of ship security alert systems, which do not sound on the vessel but only alert the authorities on shore;

the development of vessel security plans;

ship identification number to be permanently marked on a vessel’s hull;

a continuous synopsis record kept onboard showing a vessel's history including the name of the ship, the state whose flag the ship is entitled to fly, the date on which the ship was registered with that state, the ship's identification number, the port at which the ship is registered and the name of the registered owner(s) and their registered address;

and compliance with flag state security certification requirements.

The USCG regulations, intended to align with international maritime security standards, exempt non-U.S.

29 unchanged sentences

If any defects are found, the classification surveyor will issue a recommendation which must be rectified by the ship owner within prescribed time limits.

The Company expects to perform nine special surveys in 2025 at an aggregate total cost of approximately $13.0 million.

The Company expects to perform four intermediate surveys in 2025 at an aggregate total cost of approximately $1.5 million.

The Company expects to perform thirteen special surveys in 2026 at an aggregate total cost of approximately $15.7 million.

The Company expects to perform two intermediate surveys in 2026 at an aggregate total cost of approximately $3.0 million.

The Company estimates that offhire related to the surveys and related repair work is ten to twenty days per vessel, depending on the size and condition of the vessel.

25 unchanged sentences

The Bermuda Companies Act differs in some material respects from laws generally applicable to United States companies and their stockholders.

However, a general permission issued by the Bermuda Monetary Authority, ("BMA"), results in the Company’s common shares being freely transferable among persons who are residents and non-residents of Bermuda.

However, a general permission issued by the Bermuda Monetary Authority, or BMA, results in the Company’s common shares being freely transferable among persons who are residents and non-residents of Bermuda.

Each shareholder, whether a resident or non-resident of Bermuda, is entitled to one vote for each share of stock held by the shareholder.

74 unchanged sentences

The Baltic Exchange, an independent organization comprised of shipbrokers, shipping companies and other shipping players, provides daily independent shipping market information and has created freight rate indices reflecting the average freight rates for the major bulk vessel trading routes.

The Baltic Dry Index ("BDI"), is a composite of the Capesize, Panamax and Supramax timecharter averages.

The Baltic Dry Index, or BDI, is a composite of the Capesize, Panamax and Supramax timecharter averages.

It is considered a proxy for dry bulk shipping stocks as well as a general shipping market bellwether.

54 unchanged sentences

In the event the 5 Percent Override Rule is triggered, the 5 Percent Override Rule will nevertheless not apply if we can establish that among the closely-held group of 5% Shareholders, there are sufficient 5% Shareholders that are considered to be “qualified shareholders” for purposes of Section 883 to preclude non-qualified 5% Shareholders in the closely-held group from owning 50% or more of our common shares for more than half the number of days during the taxable year.

In any year that the 5 Percent Override Rule is triggered with respect to us, we are eligible for the exemption from tax under Section 883 only if we can nevertheless satisfy the Publicly-Traded Test (which requires, among other things, showing that the

exception to the 5 Percent Override Rule applies) or if we can satisfy the 50% Ownership Test.

In either case, certain substantiation and reporting requirements regarding the identity of our shareholders must be satisfied in order to qualify for the Section 883 exemption.

181 unchanged sentences

office of a non-U.S.

broker and the sales proceeds are paid to you outside the United States, then information reporting and

backup withholding generally will not apply to that payment.

broker and the sales proceeds are paid to you outside the United States, then information reporting and backup withholding generally will not apply to that payment.

However, U.S.

30 unchanged sentences

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