What changed in this filing

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Item 1A. Risk Factors

2026-03-16 compared with 2025-03-18 · 144 added, 136 removed, 605 unchanged (32% of the section changed)

5 unchanged sentences

• The cyclical and volatile nature of the seaborne drybulk transportation industry may lead to significant decreases in charter and freight rates, which may have an adverse effect on our revenues, earnings and profitability and our ability to comply with our loan covenants.

• Further increases in interest rates could adversely affect our cash flow and financial condition.

• Any change in drybulk carrier capacity in the future may result in lower charter and freight rates which, in turn, will adversely affect our profitability.

• The continuing conflict in Ukraine and the Middle East and resulting sanctions by the United States, European Union and other countries have adversely impact global economic conditions and contribute to inflation and volatility in commodity prices.

• Our business is affected by macroeconomic conditions, including rising inflation, interest rates, market volatility, economic uncertainty, and supply chain constraints, and global economic conditions may negatively impact the drybulk shipping industry.

• The invasion of Ukraine by Russia and the resulting sanctions imposed by the United States, the European Union and other countries have contributed to inflation, market disruptions and increased volatility in commodity prices and global financial markets.

Escalating geopolitical tensions in the Middle East, including the crisis involving Iran, may further disrupt global trade routes, increase energy and fuel costs, and adversely affect global economic conditions.

• The market values of our owned vessels may decrease, which could limit the amount of funds that we can borrow or cause us to breach certain covenants in our credit facilities and we may incur impairment or a loss if we sell vessels following a decline in their market value.

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• Changes in the economic and political environment in China and policies adopted by the government to regulate its economy may have a material adverse effect on our business, financial condition and results of operations.

• Our financial results and operations may be adversely affected by the continuing impacts of the outbreak of COVID-19, and other epidemic and pandemic diseases and continuing governmental responses in certain jurisdictions, including China.

• Our revenues are subject to seasonal fluctuations, which could affect our operating results and our ability to pay dividends, if any, in the future.

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• Obligations associated with being a public company require significant company resources and management attention, and we incur increased costs as a result of being a public company.

• If we fail to maintain an effective system of disclosure controls and internal control over financial reporting, our ability to produce timely and accurate financial statements or comply with applicable laws and regulations could be adversely impacted.

• If our remediation efforts are not effective, or if we identify additional material weaknesses in the future, we may experience delays or inaccuracies in financial reporting, increased risk of fraud, loss of investor confidence, higher compliance costs, and adverse impacts on the trading price of our common stock.

• Because we purchase and operate secondhand vessels, we may be exposed to increased operating costs which could adversely affect our earnings and, as our fleet ages, the risks associated with older vessels could adversely affect our ability to obtain profitable charters.

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• United States tax authorities could treat us as a “passive foreign investment company,” which could have adverse United States federal income tax consequences to U.S.

• We rely on our information systems to conduct our business, and failure to protect these systems against security breaches could adversely affect our business and results of operations, including on our vessels.

Additionally, if these systems fail or become unavailable for any significant period of time, our business could be harmed.

• Volatility in the broader securities markets and trading volume of our common shares could adversely impact the trading price of our common shares.

• The imposition of trade tariffs or retaliatory tariffs on key commodities may significantly impact global shipping demand.

For example, tariffs imposed by major economies on dry bulk commodities such as coal, iron ore, and grains

may reduce trade volumes, decreasing demand for Capesize, Panamax, and Supramax vessels and leading to lower fleet utilization and reduced revenues.

• Because we are a foreign corporation, you may not have the same rights that a shareholder in a U.S.

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• the location of consuming regions for energy resources, commodities, semi-finished and finished consumer and industrial products;

• availability of credit to finance international trade;

• the globalization of production and manufacturing;

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• changes in seaborne and other transportation patterns, including the distance cargo is transported by sea;

• changes in government or maritime self-regulatory organizations' rules and regulations or actions taken by regulatory authorities;

• environmental and other regulatory developments;

• currency exchange rates;

• international sanctions, embargoes, import and export restrictions, nationalizations, piracy, terrorist attacks and armed conflicts, including the ongoing Ukrainian-Russian and Israeli-Hamas conflicts;

• economic slowdowns caused by public health pandemics;

• international sanctions, embargoes, strikes, import and export restrictions, nationalizations, piracy, terrorist attacks and armed conflicts, including the ongoing Ukrainian-Russian and Israeli-Hamas conflicts;

• developments in international trade, including those relating to the imposition of tariffs;

• economic slowdowns, business disruptions, including supply chain issues due to natural, health, or other disasters, or otherwise;

• bunker (fuel) prices;

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The factors that influence the supply of vessel capacity include:

• the number and size of newbuilding orders and deliveries;

• the number and size of newbuilding orders and deliveries, including slippage in deliveries;

• the number of shipyards and ability of shipyards to deliver vessels;

• port and canal congestion, including as the result of restrictions or reductions in the capacity of the Panama and Suez Canals due to environmental or geopolitical factors,

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• speed of vessels being operated;

• technological advances in vessel design and capacity;

• the number of vessels that are out of service, namely those that are laid-up, dry-docked, awaiting repairs or otherwise not available for hire;

• availability of financing for new vessels;

• the price of steel and vessel equipment;

• national or international regulations that may effectively cause reductions in the carrying capacity of vessels or early obsolescence of tonnage;

• the imposition of expansion of sanctions;

• business disruptions, including supply chain disruptions, those related to the imposition of tariffs and congestion, and those related to natural or other disasters, and disruption of shipping routes due to accidents, political events or armed conflicts;

• product imbalances (affecting level of trading activity) and developments in international trade;

• changes in national or international regulations that may effectively cause reductions in the carrying capacity of vessels or early obsolescence of tonnage;

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We anticipate that the future demand for our drybulk carriers and our logistics services will be dependent upon economic growth in world economies and its associated industrial production, seasonal and regional changes in demand, changes in the capacity of the global drybulk carrier fleet and the sources and supply of drybulk cargoes to be transported by sea.

Global economic conditions may continue to negatively impact the drybulk shipping industry.

Major market disruptions and adverse changes in market conditions and regulatory climate in China, the United States, the European Union and worldwide may adversely affect our business or impair our ability to borrow amounts under credit facilities or any future financial arrangements.

Our business is affected by macroeconomic conditions, including rising inflation, interest rates, market volatility, economic uncertainty, and supply chain constraints, and global economic conditions may negatively impact drybulk shipping industry.

Various macroeconomic factors could adversely affect our business and the results of our operations and financial condition, including changes in inflation, interest rates and overall economic conditions and uncertainties such as those resulting from the current and future conditions in the global financial markets.

For instance, inflation has negatively impacted us by increasing our labor costs, through higher wages and higher interest rates, and operating costs.

Supply chain constraints have led to higher inflation, which if sustained could have a negative impact on our operations.

If inflation or interest rates were to significantly increase, our business operations may be negatively affected.

Interest rates, the liquidity of the credit markets and the volatility of the capital markets could also affect the operation of our business and our ability to raise capital on favorable terms, or at all, in order to fund our operations.

We face risks attendant to changes in economic environments, changes in interest rates, increasing inflation and the resulting monetary policies of central governments, instability in the banking and securities markets and trade regulations around the world, among other factors.

Major market disruptions and adverse changes in market conditions and regulatory climate in Venezuela, China, the United States, the European Union and worldwide may adversely affect our business or impair our ability to borrow amounts under credit facilities or any future financial arrangements.

Chinese dry bulk imports have accounted for the majority of global dry bulk transportation growth annually over the last decade.

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Moreover, any deterioration in the economy of the United States or the European Union, may further adversely affect economic growth in Asia.

Economic growth is uncertain but any slowdown, including due to supply-chain disruption, high energy process and the surge in inflation and related actions by central banks and geopolitical conditions, could result in a significant risk of recession in many parts of the world in the near term.

Economic growth is uncertain but any slowdown, including due to supply-chain disruption, high energy process and a surge in inflation and related actions by central banks and geopolitical conditions, could result in a risk of recession in many parts of the world.

In particular, an adverse change in economic conditions affecting China, Japan, India or Southeast Asia generally could have a negative effect on the drybulk market.

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If interest rates increase and we are unable to effectively hedge our interest rate risk, our debt service obligations on the variable rate indebtedness would increase even if the amount borrowed remained the same, and our profitability and cash available for servicing our indebtedness would decrease.

We may be adversely affected by developments in the SOFR market, changes in the methods by which SOFR is determined or the use of alternative reference rates.

In 2017, the U.K.

Financial Conduct Authority announced that it intended to phase out LIBOR, and in 2021, it announced that all LIBOR settings will either cease to be provided by any administrator or no longer be representative immediately after December 31, 2021, in the case of one-week and two-month U.S.

Dollar settings, and immediately after June 30, 2023, in the case of the remaining U.S.

Dollar settings.

The Federal Reserve also has advised banks to cease entering into new contracts that use U.S.

Dollar LIBOR as a reference rate.

The Alternative Refinance Rate Committee, a committee convened by the Federal Reserve that includes major market participants, has identified SOFR, an index calculated by short-term repurchase agreements, backed by U.S.

Treasury securities, as its preferred alternative rate for LIBOR in the U.S.

Although SOFR appears to be the preferred replacement rate for U.S.

Dollar LIBOR and has been adopted as the benchmark interest rate for our debt arrangements, it is unclear if other benchmarks may emerge.

The consequences of these developments cannot be entirely predicted, and there can be no assurance that they will not result in financial market disruptions, significant increases in benchmark interest rates, substantially higher financing costs or a shortage of available debt financing, any of which could have an adverse effect on our business, financial position and results of operations, and our ability to pay dividends.

Our business is affected by macroeconomic conditions, including rising inflation, interest rates, market volatility, economic uncertainty, and supply chain constraints.

For instance, inflation has negatively impacted us by increasing our labor costs, through higher wages and higher interest rates, and operating costs.

Supply chain constraints have led to higher inflation, which if sustained could have a negative impact on our operations.

If inflation or interest rates were to significantly increase, our business operations may be negatively affected.

The invasion of Ukraine by Russia and resulting sanctions by the United States, European Union and other countries have contributed to inflation, market disruptions and increased volatility in commodity prices in the United States and a slowdown in global economic growth.

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Scrapping of older ships has helped curtail some of this new supply growth, but it has not been enough to materially offset the large net growth in the fleet.

Supply growth momentum has slowed significantly in recent years as less and less newbuilding orders have been placed.

Supply growth momentum has slowed significantly in recent years as less and less newbuilding orders have stabilized.

The market values of our owned vessels may decrease, which could limit the amount of funds that we can borrow or cause us to breach certain covenants in our credit facilities and we may incur impairment or a loss if we sell vessels following a decline in their market value.

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• the balance between the supply of and demand for ships of a certain type;

• competition from other shipping companies;

• types and sizes of vessels;

• competition from other shipping companies and other modes of transportation;

• types, sizes and ages of vessels;

• supply of and demand for vessels;

• the availability and cost of other modes of transportation;

• cost of newbuildings;

• scrap values;

• shipyard capacity;

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We were in compliance with all covenants for the years ended December 31, 2025 and 2024.

If we are not able to comply with the covenants in our loan facilities we may not be able to refinance our debt or obtain additional financing or incur debt on terms that are acceptable to us or at all.

If we are not able to comply with the covenants in our loan facilities or are unable to obtain waivers or amendments or otherwise remedy the relevant breach, our lenders could accelerate our debt and foreclose on our vessels.

If we sell one or more of our vessels at a time when vessel prices have fallen and before we have recorded an impairment adjustment to our consolidated financial statements, the sale proceeds may be less than the vessel’s carrying amount, resulting in a loss and a reduction in earnings.

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The current state of the global financial markets and economic conditions may adversely impact our ability to obtain additional financing on acceptable terms and otherwise negatively impact our business.

Global financial markets can be volatile and contraction in available credit may occur as economic conditions change.

Global financial markets can be volatile and a contraction in available credit may occur as economic conditions change.

In recent years, operating businesses in the global economy have faced weakening demand for goods and services, deteriorating international liquidity conditions, and declining markets which lead to a general decline in the willingness of banks and other financial institutions to extend credit, particularly in the shipping industry.

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We face risks attendant to changes in economic environments, changes in interest rates, and instability in the banking and securities markets around the world, among other factors which may have a material adverse effect on our results of operations and financial condition and may cause the price of our common shares to decline.

As of December 31, 2024, our total outstanding indebtedness amounted to $358.8 million across our credit facilities and financing obligations, with an additional 13.3 million in finance lease liabilities.

World events could affect our operations and financial results.

Past terrorist attacks, as well as the threat of future terrorist attacks around the world, continue to cause uncertainty in the world’s financial markets and may affect our business, operating results and financial condition.

Continuing conflicts, instability and other recent developments in Ukraine, the Middle East and elsewhere, and the presence and continuing military actions of U.S.

or other armed forces in these regions may lead to additional acts of terrorism and armed conflict around the world, which may contribute to further economic instability in the global financial markets.

Any of these occurrences could have a material adverse impact on our business, financial condition and results of operations.

We face risks attendant to changes in economic and regulatory conditions around the world.

Major market disruptions and adverse changes in market conditions and regulatory climate in China, the United States and worldwide may adversely affect our business or impair our ability to borrow amounts under any future financial arrangements.

Chinese dry bulk imports have accounted for the majority of global dry bulk transportation growth annually over the last decade.

Accordingly, our financial condition and results of operations, as well as our future prospects, would likely be hindered by an economic downturn in any of these countries or geographic regions.

In recent years China and India have been among the world’s fastest growing economies in terms of gross domestic product, and any economic slowdown in the Asia Pacific region particularly in China or India may adversely affect demand for seaborne transportation of our products and our results of operations.

Moreover, any deterioration in the economy of the United States or the European Union, may further adversely affect economic growth in Asia.

Economic growth is uncertain but any slowdown, including due to supply-chain disruption, the recent surge in inflation and related actions by central banks and geopolitical conditions, with a significant risk of recession in many parts of the world in the near term.

In particular, an adverse change in economic conditions affecting China, Japan, India or Southeast Asia generally could have a negative effect on the drybulk market.

While global economic activity levels, led by China, generally stabilized towards the last quarter of 2023, the outlook for China and the rest of the world remains uncertain and dependent on inflation and present geopolitical instability, including the continuing trade tensions between the United States and China, which could derail recovery from impacts of COVID-19 and the ongoing conflicts between Ukraine and Russia and Israel and Hamas.

As of December 31, 2025, our total outstanding indebtedness amounted to $375.6 million across our credit facilities, financing obligations and finance lease liabilities.

Changes in the economic and political environment in China and policies adopted by the government to regulate its economy may have a material adverse effect on our business, financial condition and results of operations.

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Many of the reforms are unprecedented or experimental and may be subject to revision, change or abolition based upon the outcome of such experiments.

The level of imports to and exports from China could be adversely affected by the failure to continue market reforms or changes to existing pro-export economic policies.

The level of imports to and exports from China may also be adversely affected by changes in political, economic and social conditions (including a slowing of economic growth) or other relevant policies of the Chinese government, such as changes in laws, regulations or export and import restrictions, internal political instability, changes in currency policies, changes in trade policies and territorial or trade disputes.

A decrease in the level of imports to and exports from China could adversely affect our business, operating results and financial condition.

The Chinese government may not continue to pursue a policy of economic reform.

The level of imports to and exports from China could be adversely affected by the nature of the economic reforms pursued by the Chinese government, as well as by changes to existing pro-export economic policies.

The level of imports to and exports from China may also be adversely affected by changes in political, economic and social conditions or other relevant policies of the Chinese government, such as changes in laws, regulations or export and import restrictions, internal political instability, changes in currency policies, changes in trade policies and territorial or trade disputes, all of which could adversely affect our business, operating results and financial condition and cash flows.

In recent years, China and the United States have implemented certain increasingly protective trade measures with continuing trade tensions, including significant tariff increases, between these countries.

A decrease in the level of imports to and exports from China could adversely affect our business, operating results and financial condition.

In addition, in September 2020 President Xi Jinping committed his country to achieving carbon neutrality by 2060 at the UN General Assembly, despite that carbon emissions are currently a prominent part of China’s economic and industrial structure as it relies heavily on nonrenewable energy sources, generally lacks energy efficiency, and has a rapidly growing energy demand.

Depending on how China attempts to achieve carbon neutrality by 2060, including through the reduction in the use of coal, an overall increase in the use of nonrenewable energy as part of the energy consumption mix and through other means and any reduction in the demand for coal and related products could have a material adverse effect on our business, cash flows and results of operations.

We may not be able to obtain financing on acceptable terms, which may negatively impact our planned growth.

As a result of concerns about the stability of financial markets generally and the solvency of counterparties specifically, the ability to obtain money from the credit markets has become more difficult as many lenders have increased interest rates, enacted tighter lending standards, refused to refinance existing debt at all or on terms similar to current debt and reduced, and in some cases ceased, to provide funding to borrowers.

Due to these factors, we cannot be certain that financing will be available if needed and to the extent required, on acceptable terms.

If financing is not available when needed, or is available only on unfavorable terms, we may be unable to enhance our existing business, complete additional vessel acquisitions or otherwise take advantage of business opportunities as they arise.

In addition, in September 2020 President Xi Jinping committed his country to achieving carbon neutrality by 2060 at the UN General Assembly, despite that carbon emissions are currently a prominent part of China’s economic and industrial structure as it relies heavily on renewable energy sources, generally lacks energy efficiency, and has a rapidly growing energy demand.

Depending on how China attempts to achieve carbon neutrality by 2060, including through the reduction in the use of coal, an overall increase in the use of renewable energy as part of the energy consumption mix and through other means and any reduction in the demand for coal and related products could have a material adverse effect on our business, cash flows and results of operations.

Acts of piracy on ocean-going vessels could adversely affect our business.

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To the extent our vessels are found with contraband or stowaways, whether inside or attached to the hull of our vessel and whether with or without the knowledge of any of our crew, we may face governmental or other regulatory claims which could have an adverse effect on our business, results of operations, cash flows and financial condition.

Our operations outside the United States expose us to global risks, such as political instability, terrorist attacks, international hostilities and global public health concerns, which may affect the seaborne transportation industry and adversely affect our business.

Under some jurisdictions, vessels used for the conveyance of illegal drugs could result in forfeiture of the subject vessel to the government of such jurisdiction.

Our operations outside the United States expose us to global risks, such as political instability, terrorist attacks, international hostilities.

economic sanctions or other trade restrictions, and global public health concerns, which may affect the seaborne transportation industry and adversely affect our business.

We conduct most of our operations outside of the United States, and our business, results of operations, cash flows, financial condition and ability to pay dividends, if any, in the future may be adversely affected by changing economic, political and government conditions in the countries and regions where our vessels are employed or registered.

Moreover, we operate in a sector of the economy that is likely to be adversely impacted by the effects of political conflicts, including the current political instability in Ukraine, in the Middle East and the South China Sea region and other geographic countries and areas, geopolitical events such as terrorist or other attacks, and war (or threatened war) or international hostilities, such as those between the United States and Iran or North Korea.

Moreover, we operate in a sector of the economy that is likely to be adversely impacted by the effects of political conflicts, including the current political instability in Venezuela, Ukraine, the Middle East and the South China Sea region and other geographic countries and areas, geopolitical events such as terrorist or other attacks, and war (or threatened war) or international hostilities, such as those between the United States and Iran or North Korea.

Terrorist attacks as well as the frequent incidents of terrorism in the Middle East, and the continuing response of the United States and others to these attacks, as well as the threat of future terrorist attacks around the world, continues to cause uncertainty in the world's financial markets and may affect our business, operating results and financial condition.

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Beginning in February of 2022, the United States, the United Kingdom and the European Union, among other countries, announced various economic sanctions against Russia in connection with the conflict in Ukraine.

The ongoing conflict could

result in the imposition of further economic sanctions or new categories of export restrictions against individuals or entities to Russia.

While in general much uncertainty remains regarding the global impact of the conflict in Ukraine, it is possible that such tensions could adversely affect the Company’s business, financial condition, operating results and cash flows.

The ongoing conflict could result in the imposition of further economic sanctions or new categories of export restrictions against individuals or entities to Russia.

While in general much uncertainty remains regarding the global impact of the conflict in Ukraine, and any potential resolution thereof, it is possible that such tensions could adversely affect the Company’s business, financial condition, operating results and cash flows.

The United States has issued several Executive Orders that prohibit certain transactions relating to Russia, including prohibitions on the importation of certain Russian energy products into the United States, (including crude oil, petroleum, petroleum fuels, oils, liquefied natural gas and coal), and all new investments in Russia by U.S.

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An exception exists for the provision of petroleum services in certain specified circumstances, including for the provision of services for products purchased at or below the aforementioned price caps.

As of September 2025, the EU, UK and Canada also agreed to lower their price cap on Russian crude oil from $60 to $47.60 per barrel, and which was further reduced to $44.10 effective February 1, 2026, based on an automatic dynamic pricing adjustment setting the cap at 15% below the average market price for Russian crude oil during the relevant reference period.

Violations of the petroleum services or the price cap policy, including the risk that information, documentation, or attestations provided by parties in the supply chain are later determined to be false may pose additional risks adversely affecting our business.

While much uncertainty remains, the potential that the EU, in conjunction with the G7, might replace the price cap policy in favor of a full maritime services ban for Russian crude oil exports and/or other petroleum products may also pose further risks that could adversely affect our business.

Our business could also be adversely impacted by trade tariffs, trade embargoes or other economic sanctions that limit trading activities between the United States or other countries and countries in the Middle East, Asia or elsewhere as a result of terrorist attacks, hostilities or diplomatic or political pressures, including as a result of ongoing tensions involving Russia, Iran, and China and the current conflicts in the Middle East.

In addition, public health threats, such as highly communicable diseases or viruses, outbreaks of which have from time to time occurred in various parts of the world in which we operate could adversely impact our operations, the timing of completion of scheduled dry-dockings and ballast water treatment system installation projects, as well as the operations of our customers.

Governments may also turn to trade barriers to protect their domestic industries against foreign imports, thereby depressing shipping demand.

Protectionist developments, or the perception that they may occur, may have a material adverse effect on global economic conditions, and may significantly reduce global trade.

Moreover, increasing trade protectionism may cause an increase in (a) the cost of goods exported from regions globally, (b) the length of time required to transport goods and (c) the risks associated with exporting goods.

Such increases may significantly affect the quantity of goods to be shipped, shipping time schedules, voyage costs and other associated costs, which could have an adverse impact on our charterers’ business, operating results and financial condition and could thereby affect their ability to make timely charter hire payments to us.

This could have a material adverse effect on our business, financial condition and operating results.

In particular, there is significant uncertainty about the future relationship between the United States and China and other exporting countries, such as Canada, Mexico, and the European Union, among others, with respect to trade policies, treaties, government regulations, and tariffs, some of which remain subject to legal challenge.

For example, in April 2025, the Office of the USTR enacted vessel service fees under Section 301 of the Trade Act of 1974 which were imposed as scheduled beginning on October 14, 2025, but were suspended for one year as of November 10, 2025 as a result of broader trade negotiations between the United States and China, after China’s Ministry of Transport had announced retaliatory port fees applicable to certain vessels calling at Chinese ports that were built or flagged in the United States or owned or operated by certain U.S.-linked persons.

China’s retaliatory service fees on United States vessels were also suspended for a period of one year on the same date.

On February 20, 2026, President Trump invoked a flat tariff of 10%, which was subsequently increased to 15% the following day, on almost all U.S.

imports under Section 122 of the Trade Act of 1974, which allows for temporary import surcharges.

The temporary import surcharge took effect on February 24, 2026.

Given the magnitude of these port-related fees and the many uncertainties surrounding their implementation, it is not possible at this time to fully predict the ultimate financial impact to the Company.

However, if these fees continue to be levied, port fees for our vessels or vessels we charter and our operating costs for voyages calling at United States or Chinese ports could materially increase, which could have an adverse effect on our business, financial condition, and results of operations.

In addition, public health threats and highly communicable disease or virus outbreaks in various parts of the world in which we operate, could adversely impact our operations, the timing of completion of scheduled dry-dockings and ballast water treatment system installation projects, as well as the operations of our customers.

Any of these occurrences could have a material adverse impact on our future performance, results of operations, cash flows and financial position.

Outbreaks of epidemic and pandemic diseases and governmental responses thereto could adversely affect our business, financial performance, and our results of operations, including the ability to obtain charters and financing.

Our operations are subject to risks related to pandemics, epidemics or other infectious disease outbreaks and government responses thereto.

COVID-19, which was initially declared a pandemic by the World Health Organization on March 11, 2020 and was declared no longer a global health emergency on May 5, 2023, negatively affected economic conditions, supply chains, labor markets, and demand for certain shipped goods.

The extent to which our business, results of operations and financial condition may be negatively affected by the COVID-19 pandemic or future pandemics, epidemics or other outbreaks of infectious diseases is highly uncertain and will depend on numerous evolving factors that we cannot predict, including, but not limited to (i) the duration and severity of the infectious disease outbreak;

(ii) the imposition of restrictive measures to combat the outbreak and slow disease transmission;

(iii) the introduction of financial support measures to reduce the impact of the outbreak on the economy;

(iv) volatility in the demand for and price of oil and gas;

(v) shortages or reductions in the supply of essential goods, services or labor;

and (vi) fluctuations in general economic or financial conditions tied to the outbreak, such as a sharp increase in interest rates or reduction in the availability of credit.

We cannot predict the effect that an outbreak of a new COVID-19 variant or strain, or any future infectious disease outbreak, pandemic or epidemic may have on our business, results of operations and financial condition, which could be material and adverse.

Our revenues are subject to seasonal fluctuations, which could affect our operating results and our ability to pay dividends, if any, in the future.

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• damage to the environment, including through spillage of fuel, lubricants or other chemicals and substances used in operations;

• business interruptions caused by mechanical failure, human error, war, terrorism, political action in various countries, labor strikes or adverse weather conditions;

• business interruptions caused by mechanical failure, grounding, fire, explosions and collisions, human error, war, terrorism, diseases, political action in various countries, labor strikes or adverse weather conditions;

These hazards may result in death or injury to persons, loss of revenues or property, the payment of ransoms, environmental damage, higher insurance rates, damage to our customer relationships and market disruptions, delay or rerouting, any of which may subject us to litigation.

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sanctions exist under a strict liability regime.

A party need not know it is violating sanctions and need not intend to violate sanctions to be liable.

Accordingly, a party need not know it is violating sanctions and need not intend to violate sanctions to be liable.

We could be subject to monetary fines, penalties, or other sanctions for violating applicable sanctions or embargo laws even in circumstances where our conduct, or the conduct of a charterer, is consistent with our sanctions-related policies, unintentional or inadvertent.

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Government regulation of vessels, particularly in the areas of safety and environmental protection requirements, can be expected to become stricter in the future and may require us to incur significant capital expenditures to keep our vessels in compliance.

On July 14, 2021, the European Commission formally proposed its plan to gradually include the maritime sector in the EU Emissions Trading System (“EU ETS”) from 2024 by phasing the sector into the EU ETS requirements over a three-year period.

On July 14, 2021, the European Commission formally proposed its plan to gradually include the maritime sector in the EU Emissions Trading System, or EU ETS, from 2024 by phasing the sector into the EU ETS requirements over a three-year period.

Effective January 1, 2024, the scope of ETS has been expanded to include maritime transport emissions, with a two-year phase-in period.

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Furthermore, United States regulations are currently changing.

Although the 2013 Vessel General Permit (“VGP”) program and U.S.

National Invasive Species Act (“NISA”) are currently in effect to regulate ballast discharge, exchange and installation, the Vessel Incidental Discharge Act (“VIDA”), which was signed into law on December 4, 2018, requires that the EPA develop national standards of performance for approximately 30 discharges, similar to those found in the VGP within two years.

Although the 2013 VGP program and NISA are currently in effect to regulate ballast discharge, exchange and installation, the VIDA, which was signed into law on December 4, 2018, requires that the EPA develop national standards of performance for approximately 30 discharges, similar to those found in the VGP within two years.

On October 26, 2020, the EPA published a Notice of Proposed Rulemaking for Vessel Incidental Discharge National Standards of Performance under VIDA.

On September 24, 2024, the EPA finalized its rule on Vessel Incidental Discharge Standards of Performance.

In October 2024, the EPA finalized its rule on Vessel Incidental Discharge Standards of Performance.

USCG must develop corresponding implementation, compliance and enforcement regulations regarding ballast water within two years.

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Claimants could attempt to assert “sister ship” liability against a vessel in our fleet for claims relating to another of our vessels.

Under some of our present charters, if the vessel is arrested or detained as a result of a claim against us, we may be in default of our charter and the charterer may suspend the payment of hire under the charter and charge us with any additional expenses incurred during that period, which may negatively impact our revenues and cash flows.

Governments could requisition our vessels during a period of war or emergency, resulting in a loss of earnings.

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Although we would be entitled to compensation in the event of a requisition of one or more of our vessels, the amount and timing of payment would be uncertain.

Government requisition of one or more of our vessels may negatively impact our revenues and reduce the amount of dividends, if any, in the future.

Although none of our vessels have been requisitioned by a government for title or hire, government requisition of one or more of our vessels may negatively impact our revenues and reduce the amount of dividends, if any, in the future.

Changes in fuel prices may adversely affect profits.

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Furthermore, fuel may become significantly more expensive in the future, which may reduce our profitability.

In addition, the entry into force, on January 1, 2020, of the 0.5% global sulfur cap in marine fuels used by vessels that are not equipped with sulfur oxide ("SOx") exhaust gas cleaning systems ("scrubbers") under the International Convention for Prevention of Pollution from Ships ("MARPOL") Annex VI may lead to changes in the production quantities and prices of different grades of marine fuel by refineries and introduces an additional element of uncertainty in fuel markets, which could result in additional costs and adversely affect our cash flows, earnings and results from operations.

In addition, the entry into force, on January 1, 2020, of the 0.5% global sulfur cap in marine fuels used by vessels that are not equipped with sulfur oxide, orSOx, exhaust gas cleaning systems, or scrubbers, under the International Convention for Prevention of Pollution from Ships, or MARPOL, Annex VI may lead to changes in the production quantities and prices of different grades of marine fuel by refineries and introduces an additional element of uncertainty in fuel markets, which could result in additional costs and adversely affect our cash flows, earnings and results from operations.

Furthermore, since the implementation of the IMO’s sulfur oxide emission limits on January 1, 2020, we have been using compliant low sulfur fuels for some of our vessels that have not yet been retrofitted with scrubbers or that are trading in regions where the use of scrubbers is not permitted, the price of which has increased as a result of increased demand.

Fuel may continue to become much more expensive in the future, which may adversely affect the competitiveness of our business compared to other forms of transportation and reduce our profitability.

In addition, if the recent sharp increase in crude oil prices and widening of the spread between the prices of high sulfur fuel and low sulfur fuel resulting from conflict between Russia and Ukraine and Israel and Hamas continues, this might lead to a decrease in the economic viability of older vessels that lack fuel efficiency and a reduction of useful lives of these vessels.

In addition, if the increase in crude oil prices and widening of the spread between the prices of high sulfur fuel and low sulfur fuel resulting from conflict between Russia and Ukraine and Israel and Hamas continues, this might lead to a decrease in the economic viability of older vessels that lack fuel efficiency and a reduction of useful lives of these vessels.

Upon redelivery of vessels at the end of a period time or trip time charter, we may be obligated to repurchase bunkers on board at prevailing market prices, which could be materially higher than fuel prices at the inception of the charter period.

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Our vessels are manned by masters, officers and crews that are contracted by our technical managers.

If not resolved in a timely and cost-effective manner, industrial action or other labor unrest could prevent or hinder our operations from being carried out normally and could have a material adverse effect on our business, financial condition, results of operations and cash flows, and on our ability to pay dividends.

Increasing scrutiny and changing expectations from investors, lenders and other market participants with respect to our Environmental, Social and Governance ("ESG") policies may impose additional costs on us or expose us to additional risks.

Companies across all industries are facing increasing scrutiny relating to their ESG policies.

Investor advocacy groups, certain institutional investors, investment funds, lenders and other market participants are increasingly focused on ESG practices and in recent years have placed increasing importance on the implications and social cost of their investments.

In February 2021, the Acting Chair of the SEC issued a statement directing the Division of Corporation Finance to enhance its focus on climate-related disclosure in public company filings and in March 2021 the SEC announced the creation of a Climate and ESG Task Force in the Division of Enforcement (the “Task Force”).

The Task Force’s goal is to develop initiatives to proactively identify ESG-related misconduct consistent with increased investor reliance on climate and ESG-related disclosure and investment.

To implement the Task Force’s purpose, the SEC has taken several enforcement actions, with the first enforcement action taking place in May 2022, and proposed new rules.

On March 21, 2022, the SEC proposed that all public companies are to include extensive climate-related information in their SEC filings.

On May 25, 2022, SEC proposed a second

set of rules aiming to curb the practice of "greenwashing" (i.e., making unfounded claims about one's ESG efforts) and would add proposed amendments to rules and reporting forms that apply to registered investment companies and advisers, advisers exempt from registration, and business development companies.

The increased focus and activism related to ESG and similar matters may hinder access to capital, as investors and lenders may decide to reallocate capital or to not commit capital as a result of their assessment of a company’s ESG practices.

Potential labor disputes or labor interruption, including work stoppages, strikes and/or work disruptions, if not resolved in a timely and cost-effective manner, may lead to industrial action or other labor unrest that could prevent or hinder our operations from being carried out normally and could have a material adverse effect on our business, financial condition, results of operations and cash flows, and on our ability to pay dividends.

Increasing scrutiny and changing expectations from investors, lenders and other market participants with respect to our ESG policies may impose additional costs on us or expose us to additional risks.

Companies across all industries may face increasing scrutiny relating to their ESG policies.

Investor advocacy groups, certain institutional investors, investment funds, lenders and other market participants have been increasingly focused on ESG practices and in recent years and have placed increasing importance on the implications and social cost of their investments.

An increased focus and activism related to ESG and similar matters may hinder access to capital, as investors and lenders may decide to reallocate capital or to not commit capital as a result of their assessment of a company’s ESG practices.

Companies which do not adapt to or comply with investor, lender or other industry shareholder expectations and standards, which are evolving, or which are perceived to have not responded appropriately to the growing concern for ESG issues, regardless of whether there is a legal requirement to do so, may suffer from reputational damage and the business, financial condition, and/or stock price of such a company could be materially and adversely affected.

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We are committed to doing business in accordance with applicable anti-corruption laws and have adopted a code of business conduct and ethics which is consistent and in full compliance with the U.S.

Foreign Corrupt Practices Act of 1977, as amended

(the “FCPA”).

Foreign Corrupt Practices Act of 1977, as amended, or the FCPA.

We are subject, however, to the risk that we, our affiliated entities or our or their respective officers, directors, employees and agents may take actions determined to be in violation of such anti-corruption laws, including the FCPA.

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We expect to derive a significant part of our revenue and cash flow from a relatively small number of repeat customers.

For the year ended December 31, 2024, one customer accounted for more than 10% of total revenue and all of our top ten customers, representing 47% of total revenue, are repeat customers.

For the year ended December 31, 2025, although no single customer accounted for more than 10% of total revenue, all of our top ten customers, representing 35% of total revenue, are repeat customers.

If one or more of our significant customers is unable to perform under one or more charters or COAs and we are not able to find a replacement charter or COA;

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The ability and willingness of each of our counterparties to perform its obligations under a contract with us will depend on a number of factors that are beyond our control, including, among other things, general economic conditions, the condition of the drybulk shipping industry, the overall financial condition of our counterparty, prevailing prices for drybulk cargoes, rates received for specific types of vessels and voyages, and various expenses.

In addition, in depressed market conditions, our customers may no longer need us to carry a cargo that is currently under contract

or may be able to obtain carriage at a lower rate.

In addition, in depressed market conditions, our customers may no longer need us to carry a cargo that is currently under contract or may be able to obtain carriage at a lower rate.

If our customers fail to meet their obligations to us or attempt to renegotiate our agreements, it may be difficult to secure suitable substitute employment for the vessel, and any new charter arrangements we secure may be at lower rates or, if our counterparties fail to deliver a vessel we have agreed to charter-in, or if a counterparty otherwise fails to honor its obligations to us under a contract, we could sustain significant losses, which could have a material adverse effect on our business, financial condition, results of operations, cash flows, ability to pay dividends to holders of our common shares in the amounts anticipated or at all and compliance with covenants in our secured loan agreements.

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This may limit our ability to pay dividends to our shareholders if we determine to do so in the future, finance our future operations or capital requirements, make acquisitions or pursue business opportunities.

facility, if applicable, or waived or modified by our lenders, provides our lenders with the right to, among other things, require us to post additional collateral, enhance our equity and liquidity, increase our interest payments, pay down our indebtedness to a level where we are in compliance, sell vessels in our fleet, reclassify our indebtedness as current liabilities, accelerate our indebtedness, or foreclose their liens on our vessels and the other assets securing the credit facilities, which would impair our ability to continue to conduct our business.

Non-compliance with any of our financial covenants or operating restrictions contained in our credit facilities may constitute an event of default under our credit facilities, which, unless cured within the grace period set forth under the applicable credit facility, if applicable, or waived or modified by our lenders, provides our lenders with the right to, among other things, require us to post additional collateral, enhance our equity and liquidity, increase our interest payments, pay down our indebtedness to a level where we are in compliance, sell vessels in our fleet, reclassify our indebtedness as current liabilities, accelerate our indebtedness, or foreclose their liens on our vessels and the other assets securing the credit facilities, which would impair our ability to continue to conduct our business.

As of December 31, 2025, we are in compliance with covenants contained in our debt agreements.

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- Improving our systems and controls

We recently acquired fifteen handy-size dry bulk vessels which enhances our operational scale and revenue potential but also presents integration challenges.

Successful integration requires coordination across various areas, and failure to do so may lead to unexpected costs and operational disruptions.

Future growth may require additional financing, and failure to effectively manage acquisitions could negatively impact our business and financial condition.

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Business growth involves risks such as obtaining qualified personnel and managing customer and supplier relationships.

Expanding our fleet, including through acquisitions like SSI, may increase responsibilities for management and staff.

Growing any business by acquisition presents numerous risks, such as undisclosed liabilities and obligations, the possibility that indemnification agreements will be unenforceable or insufficient to cover potential losses and difficulties associated with imposing common standards, controls, procedures and policies, obtaining additional qualified personnel, managing relationships with customers, suppliers and integrating newly acquired assets and operations into existing infrastructure.

Expanding our fleet, may increase responsibilities for management and staff.

We cannot guarantee successful execution of our growth plans without incurring significant expenses and losses.

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We are a “smaller reporting company” and an "accelerated filer" and we cannot be certain if the reduced disclosure requirements applicable to smaller reporting companies will make our common shares less attractive to investors.

We are a “smaller reporting company,” as defined in the Securities Act of 1934, and may choose to rely on scaled disclosure requirements available to smaller reporting companies.

We are a “smaller reporting company,” as defined in the Securities Exchange Act of 1934, as amended, or the Exchange Act, and may choose to rely on scaled disclosure requirements available to smaller reporting companies.

On June 28, 2018, the Commission adopted amendments to the definition of “smaller reporting company” that became effective on September 10, 2018.

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Obligations associated with being a public company require significant company resources and management attention, and we incur increased costs as a result of being a public company.

We are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and the rules and regulations of the SEC, including Sarbanes-Oxley, and requirements of the NASDAQ Global Select Market.

We are subject to the reporting requirements of the Exchange Act, and the rules and regulations of the SEC, including Sarbanes-Oxley, and requirements of the NASDAQ Global Select Market.

These requirements and rules may place a strain on our systems and resources.

For example, the Exchange Act requires that we file annual, quarterly and current reports with respect to our business and financial condition and Sarbanes-Oxley requires that we document and maintain effective disclosure controls and procedures and internal control over financial reporting.

While we did not identify any material weaknesses or significant deficiencies in our internal controls under the current assessment for the year ended December 31, 2025, we cannot be certain at this time that our internal controls will be considered effective in future assessments and that our independent registered public accounting firm would reach a similar conclusion.

These reporting and other obligations place significant demands on our management, administrative, operational and accounting resources and we incur significant legal, accounting and other expenses as a result.

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We may implement additional financial and management controls and procedures, reporting and business intelligence systems, create or outsource an internal audit function, or hire additional accounting and finance staff.

unable to accomplish these objectives in a timely and effective fashion, our ability to comply with the financial reporting requirements and other rules that apply to reporting companies could be impaired.

If we are unable to accomplish these objectives in a timely and effective fashion, our ability to comply with the financial reporting requirements and other rules that apply to reporting companies could be impaired.

In addition, our limited management resources may exacerbate the difficulties in complying with these reporting and other requirements while focusing on executing our business strategy.

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Unless we set aside reserves or are able to borrow funds for vessel replacement, we will be unable to replace the vessels in our fleet at the end of their useful lives.

We estimate the useful life of our vessels to be 25 or 30 years from the date of initial delivery from the shipyard.

The remaining estimated useful lives of our vessels range from 8 to 22 years, depending on the age and type of vessel.

The average age of our owned drybulk carriers at the time of this filing is approximately 11 years.

A portion of our cash flows and income are dependent on the revenues earned by employing our vessels.

If we are unable to replace the vessels in our fleet at the end of their useful lives, our business, results of operations, financial condition and ability to pay dividends could be materially and adversely affected.

We currently do not maintain reserves for vessel replacements.

We intend to finance vessel replacements from internally generated cash flow, borrowings under our credit facilities or additional equity or debt offerings.

Effective January 1, 2026, the Company revised its estimate of the useful lives of its vessels to 25 years from the date of initial delivery from the shipyard.

The remaining estimated useful lives of the Company’s vessels range from approximately 5 to 20 years, depending on the age and type of vessel.

The average age of the Company’s owned dry bulk carriers as of the date of this filing is approximately 11 years.

A portion of the Company’s cash flows and earnings is dependent upon revenues generated from the employment of its vessels.

If the Company is unable to replace vessels in its fleet at the end of their useful lives, its business, results of operations, financial condition and ability to pay dividends could be materially adversely affected.

The Company does not currently maintain reserves for vessel replacements and intends to finance future vessel acquisitions through internally generated cash flows, borrowings under its credit facilities, or additional equity or debt offerings.

Our ability to obtain additional debt financing, or to refinance existing indebtedness, may be dependent on the performance and length of our COAs and charters, and the creditworthiness of our contract counterparties.

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We depend on our Chief Executive Officer, Chief Operating Officer, Chief Financial Officer and other key employees, and the loss of their services would have a material adverse effect on our business, results and financial condition.

We depend on the efforts, knowledge, skill, reputations and business contacts of our Chief Executive Officer, Mark Filanowski, our Chief Financial Officer, Gianni Del Signore, our Chief Operating Officer, Mads Boye Petersen and other key employees.

We depend on the efforts, knowledge, skill, reputations and business contacts of our Chief Executive Officer, Mads Boye Petersen, our Chief Financial Officer, Gianni Del Signore, our Chief Strategy Officer, Daniel Schildt, and other key employees.

Accordingly, our success will depend on the continued service of these individuals.

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The loss of the services of any of them could have a material adverse effect on our business, results of operations and financial condition.

We do not maintain “key man” life insurance on any of our key employees.

Exposure to currency exchange rate fluctuations will result in fluctuations in our cash flows and operating results.

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Our operating results could suffer as a result.

Historically, our revenue has been generated in U.S.

Dollars, but we incur capital, operating and administrative expenses in multiple currencies, including, among others, the Euro.

Dollar weakens significantly, we would be required to convert more U.S.

Dollars to other currencies to satisfy our obligations, which may cause us to have less or no cash available for distribution to our unitholders.

Because we report our operating results in U.S.

Dollars, changes in the value of the U.S.

Dollar may also result in fluctuations in our reported revenues and earnings.

In addition, under U.S.

GAAP, all foreign currency-denominated monetary assets and liabilities, such as cash and accounts payable, are revalued and reported based on the prevailing exchange rate at the end of the reporting period.

This revaluation may cause us to report significant non-monetary foreign currency exchange gains and losses in certain periods.

We may be subject to litigation, arbitration and other proceedings that could have an adverse effect on our business

We may be, from time to time, involved in various litigation matters arising in the ordinary course of business, or otherwise.

Though there is no pending litigation against us as of the date of this report we may be, from time to time, involved in various litigation matters arising in the ordinary course of business, or otherwise.

These matters may include, among other things, contract disputes, personal injury claims, environmental matters, governmental claims for taxes or duties, securities, or maritime matters.

The potential costs to resolve any claim or other litigation matter, or a combination of these, may have a material adverse effect on us because of potential negative outcomes, the costs associated with asserting our claims or defending such lawsuits, and the diversion of management's attention to these matters.

Although we intend to defend these matters vigorously, we cannot predict with certainty the outcome or effect of any claim or other litigation matter, and the potential costs to resolve any claim or other litigation matter, or a combination of these, may have a material adverse effect on us because of potential negative outcomes, the costs associated with asserting our claims or defending such lawsuits, and the diversion of management's attention to these matters.

Insurance may not be applicable or sufficient in all cases and/or insurers may not remain solvent which may have a material adverse effect on our financial condition and operating cash flows.

United States tax authorities could treat us as a “passive foreign investment company,” which could have adverse United States federal income tax consequences to U.S.

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We are subject to income and other taxes in the United States and foreign jurisdictions, and our results of operations and financial results may be affected by tax and other initiatives around the world.

For instance, there is a high level of uncertainty in today’s tax environment stemming from global initiatives put forth by the Organisation for Economic Co-operation and Development’s (“OECD”) two-pillar base erosion and profit shifting project.

For instance, there is a high level of uncertainty in today’s tax environment stemming from global initiatives put forth by the Organisation for Economic Co-operation and Development’s, or OECD, two-pillar base erosion and profit shifting project.

In October 2021, members of the OECD put forth two proposals:

(i) Pillar One reallocates profit to the market jurisdictions where sales arise versus physical presence;

Pillar Two compels multinational corporations with €750 million or more in annual revenue to pay a global minimum tax of 15% on income received in each country in which they operate.

and (ii) Pillar Two compels multinational corporations with €750 million or more in annual revenue to pay a global minimum tax of 15% on income received in each country in which they operate.

The reforms aim to level the playing field between countries by discouraging them from reducing their corporate income taxes to attract foreign business investment.

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In addition, as we continue to grow the volume of transactions in our businesses, our existing IT systems infrastructure, applications and related functionality may be unable to effectively support a larger scale operation, which can cause the information being processed to be unreliable and impact our decision-making or damage our reputation with customers.

Additionally, there continues to be significant evolution and developments in the use of artificial intelligence, or AI, technologies, including generative artificial intelligence.

While we have integrated the use of artificial intelligence in our business, we cannot, at this time, fully determine the impact of such evolving technology to our industry or business.

As part of services provided by third-party application providers the risks are assessed as part of the normal risk assessments.

We deploy Microsoft CoPilot to employees following a thorough training program to ensure awareness and knowledge on the use of artificial intelligence.

We have established an AI team to govern and integrate AI into our operations and implemental technical security protocols as part of the overall security setup.

At this stage, we do not expect AI to cause increased risk to our industry or business.

Despite our efforts to ensure the integrity of our systems and prevent future cybersecurity attacks, it is possible that our business, financial and other systems could be compromised, especially because such attacks can originate from a wide variety of sources including persons involved in organized crime or associated with external service providers.

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Any violation of these laws or harm to our reputation could have a material adverse effect on our earnings, cash flows and financial condition.

Moreover, our risk of cyber-attack and other sources of security breaches and incidents may be elevated as a result of the ongoing conflicts between Russia and Ukraine and the Israel-Hamas conflict.

To the extent such attacks have collateral effects on global critical infrastructure or financial institutions, such developments could adversely affect our business, operating results and financial condition.

Moreover, our risk of cyber-attack and other sources of security breaches and incidents may be elevated as a result of the ongoing global conflicts.

To the extent such conflicts have collateral effects on global critical infrastructure or financial institutions, such developments could adversely affect our business, operating results and financial condition.

At this time, it is difficult to assess the likelihood of such threat and any potential impact.

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Risks Related To Our Common Shares

Future sales of our common shares could cause the market price of our common shares to decline.

Future sales of our common shares could cause the market price of our common shares to decline and could dilute our shareholders’ interests in our company.

The market price of our common shares could decline due to sales of a large number of shares in the market, including sales of shares by our large shareholders, or the perception that these sales could occur.

These sales could also make it more difficult or impossible for us to sell equity securities in the future at a time and price that we deem appropriate to raise funds through future offerings of common shares.

We may, from time to time, issue additional common shares to support our growth strategy, reduce debt or provide us with capital for other purposes that our Board of Directors believes to be in our best interest.

To the extent that an existing shareholder does not purchase additional shares that we issue, that shareholder’s interest in our company will be diluted, which means that its percentage of ownership in our company will be reduced.

Following such a reduction, that shareholder’s common shares would represent a smaller percentage of the vote in our Board of Directors’ elections and other shareholder decisions.

We may need to raise additional capital in the future, which may not be available on favorable terms or at all or which may dilute our common shares or adversely affect its market price.

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If we cannot raise funds on acceptable terms if and when needed, we may not be able to take advantage of future opportunities, grow our business or respond to competitive pressures or unanticipated requirements.

Future issuances of our common shares could dilute our shareholders’ interests in our company.

Following such a reduction, that shareholder’s common shares would represent a smaller percentage of the vote in our Board of Directors’ elections and other shareholder decisions.

Volatility in the market price and trading volume of our common shares could adversely impact the trading price of our common shares.

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The market price of our common shares, which has experienced significant price fluctuations in the past twelve months, could continue to fluctuate significantly for many reasons, including in response to the risks described herein or for reasons unrelated to our operations, such as reports by industry analysts, investor perceptions or negative announcements by our competitors or suppliers regarding their own performance, as well as industry conditions and general financial, economic and political instability.

Classified Board of Directors.

Other factors that may influence the market price of our common shares includes, but is not limited to:

• investor reaction to our business strategy;

• our continued compliance with the listing standards of Nasdaq;

• mergers and strategic alliances in the shipping industry;

• regulatory or legal developments in the United States and other countries, especially changes in laws or regulations applicable to our industry;

• variations or fluctuations in our financial results or those of companies that are perceived to be similar to us;

• our ability or inability to raise additional capital and the terms on which we raise it;

• declines in the market prices of stocks generally;

• trading volume of our common stock;

• sales of our common stock by us or our stockholders;

• the loss of any of our key management personnel;

• general economic, industry and market conditions, including inflationary pressures;

• other events or factors, including those resulting from such events, or the prospect of such events, including war, terrorism and other international conflicts, public health issues, adverse weather and climate conditions could disrupt our operations or result in political or economic instability.

Since the stock price of our common shares has fluctuated in the past, has been recently volatile and may be volatile in the future, investors in our common shares could incur substantial losses.

In the past, following periods of volatility in the market, securities class-action litigation has often been instituted against companies .

Such litigation, if instituted against us, could result in substantial costs and diversion of management’s attention and resources, which could materially and adversely affect our business, financial condition, results of operations and growth prospects.

There can be no guarantee that our stock price will remain at current prices.

Additionally, securities of certain companies might experience significant and extreme volatility in stock price due to short sellers of shares of common shares, known as a “short squeeze”.

These short squeezes have caused extreme volatility in those companies and in the market and have led to the price per share of those companies to trade at a significantly inflated rate that is disconnected from the underlying value of the company.

Many investors who have purchased shares in those companies at an inflated rate face the risk of losing a significant portion of their original investment as the price per share has declined steadily as interest in those stocks has abated.

While we have no reason to believe our shares would be the target of a short squeeze, there can be no assurance that we will not be in the future, and you may lose a significant portion or all of your investment if you purchase our shares at a rate that is significantly disconnected from our underlying value.

We are thus unable to predict when such instances of trading volatility will occur or how long such dynamics may last.

Therefore, we cannot assure you that you will be able to sell any of our common shares you may have purchased at a price greater than or equal to its original purchase price, or that you will be able to sell our common shares at all.

Our organizational documents contain anti-takeover provisions that may discourage, delay or prevent (1) our merger or acquisition and/or (2) the removal of incumbent directors and officers and (3) the ability of public stockholders to benefit from a change in control.

Our Board of Directors is divided into three classes serving staggered, three-year terms.

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We are incorporated in Bermuda and substantially all of our assets are located outside the United States.

In addition, one of our directors is a non-resident of the United States, and all or a substantial portion of such director’s assets are located outside the

United States.

In addition, one of our directors is a non-resident of the United States, and all or a substantial portion of such director’s assets are located outside the United States.

As a result, it may be difficult or impossible for U.S.

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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 1A. Risk Factors