What changed in this filing

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Item 9A. Controls and Procedures

2026-03-16 compared with 2025-03-18 · 550 added, 596 removed, 877 unchanged (57% of the section changed)

2 unchanged sentences

Management, with the participation of our Chief Executive Officer (“CEO”) and our Chief Financial Officer (“CFO”), evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2025.

The term “disclosure controls and procedures,” as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures include, without limitation, controls

and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

Based on the evaluation performed as of December 31, 2024, as a result of the material weakness in internal control over financial reporting that is described below in Management's Report on Internal Control Over Financial Reporting, our Chief Executive Officer and Chief Financial Officer determined that the Company's disclosure controls and procedures were not effective as of such date.

Notwithstanding our material weakness described below, we have concluded that the consolidated financial statements and other financial information included in this Form 10-K fairly present in all material respects our financial condition, results of operations and cash flows for the periods presented in conformity with accounting principles generally accepted in the U.S.

The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

Based on the evaluation performed as of December 31, 2025, our Chief Executive Officer and Chief Financial Officer determined that the Company’s disclosure controls and procedures were effective as of such date.

Inherent Limitations over Internal Controls and Procedures

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Management's Report on Internal Controls Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f) and 15d-15(f).

Management, with the participation of our Chief Executive Officer and Chief Financial Officer, has conducted an evaluation of the effectiveness of the Company's internal control over financial reporting as of December 31, 2024, based on the framework set forth in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Based on that evaluation, management has concluded that the Company did not maintain effective internal control over financial reporting as of December 31, 2024 due to the material weakness described below.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of a company's annual or interim consolidated financial statements will not be prevented or detected on a timely basis.

As of December 31, 2024, management identified a material weakness regarding the application of ASC 606, Revenue from Contracts with Customers (“ASC 606”), as it relates to certain reimbursements received from its customers for expenses incurred in servicing customer contracts.

Consequently, this error resulted in an understatement, in identical amounts, of both voyage and charter revenue and voyage expenses.

Management determined that review controls over the application of ASC 606 were not designed and implemented appropriately during the current year.

Therefore, we concluded that the deficiency represents a material weakness in the Company’s internal control over financial reporting, and our internal control over financial reporting was not effective as of December 31, 2024.

Notwithstanding our material weakness described above, there were no material misstatements of the consolidated financial statements and other financial information included in this Form 10-K and it fairly presents in all material respects our financial condition, results of operations and cash flows for the periods presented in conformity with accounting principles generally accepted in the U.S.

GAAP") for all periods presented and it did not require any changes to previously issued financial results.

Remediation Efforts

Management is committed to remediating the material weakness described above.

The Company has initiated efforts to design and implement effective internal controls to enhance financial reporting.

These remediation efforts include:

• Enhancing review and approval procedures for revenue recognition, including the implementation of additional validation controls within the voyage accounting system.

• Strengthening supervisory review processes to ensure revenue transactions are properly classified in compliance with ASC 606.

• Implementing controls to align general ledger account mapping with the presentation of amounts in the consolidated financial statements.

The Company expects that the actions described above and resulting improvements in controls will strengthen its internal control over financial reporting and will address the identified material weakness.

We plan to fully implement and operate the redesigned processes and procedures in the upcoming fiscal year.

The material weaknesses will not be considered formally remediated until these controls have operated effectively for a sufficient period of time and management has concluded, through testing, that the controls are operating effectively.

Attestation Report of the Registered Public Accounting Firm on Internal Control over Financial Reporting

The Company’s internal control over financial reporting as of December 31, 2024 has been audited by Grant Thornton LLP, an independent registered public accounting firm.

As stated in their report, which is included herein, the firm issued an adverse opinion.

Management is responsible for establishing and maintaining adequate internal control over financial reporting (“ICFR”), as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934.

ICFR is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with U.S.

generally accepted accounting principles (“U.S.

Because of its inherent limitations, ICFR may not prevent or detect misstatements.

In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate due to changes in conditions or that compliance with policies or procedures may deteriorate.

Management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025 using the criteria established in the Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

Based on this assessment, management believes that the Company maintained effective internal control over financial reporting as of December 31, 2025.

Our independent registered public accounting firm, Deloitte & Touche LLP, has issued an attestation report on the Company’s internal control over financial reporting.

The effectiveness of the Company’s internal control over financial reporting as of December 31, 2025 has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report which is included in Part IV.

Exhibits and Financial Statement Schedules under the heading, “Report of Independent Registered Public Accounting Firm.”

Previously Identified Material Weakness

In connection with the preparation of the Company’s consolidated financial statements for the year ended December 31, 2024, management identified a material weakness in internal control over financial reporting regarding the application of ASC 606, Revenue from Contracts with Customers (“ASC 606”),as it relates to certain reimbursements received from its customers for expenses incurred in servicing customer contracts.During 2025, the Company implemented remediation procedures, including enhancements to review and approval procedures for revenue recognition and implementation of additional validation controls within the voyage accounting system, strengthening supervisory review processes to ensure revenue transactions are properly classified in compliance with ASC 606 and implementing controls to align general ledger account mapping with the presentation of amounts in the consolidated financial statements.

Management tested these controls and concluded they were operating effectively as of December 31, 2025.

Changes in Internal Control over Financial Reporting

Other than the material weakness and on-going remediation efforts described above, there have been no changes in the Company's internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act), during the year ended December 31, 2024, that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders

Pangaea Logistics Solutions Ltd.

Opinion on internal control over financial reporting

We have audited the internal control over financial reporting of Pangaea Logistics Solutions Ltd.

(a Bermuda corporation) and subsidiaries (the “Company”) as of December 31, 2024, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

In our opinion, because of the effect of the material weakness described in the following paragraphs on the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of December 31, 2024, based on criteria established in the 2013 Internal Control—Integrated Framework issued by COSO.

A material weakness is a deficiency, or combination of control deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.

The following material weakness has been identified and included in management’s assessment.

The Company did not design and maintain sufficient controls to ensure the appropriate classification of revenue transactions with certain expense reimbursements received from customers.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Company as of and for the year ended December 31, 2024.

The material weakness identified above was considered in determining the nature, timing, and extent of audit tests applied in our audit of the 2024 consolidated financial statements, and this report does not affect our report dated March 17, 2025 , which expressed an unqualified opinion on those financial statements.

Basis for opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Controls Over Financial Reporting.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinion.

Definition and limitations of internal control over financial reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Other information

We do not express an opinion or any other form of assurance on the remediation efforts described in the Management’s Report on Internal Control Over Financial Reporting.

/s/ GRANT THORNTON LLP

Boston, Massachusetts

March 17, 2025

During 2025, the Company implemented remediation measures described above to address the material weakness previously identified.

Other than these remediation activities there were no changes in the Company’s internal control over financial reporting during the year ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

OTHER INFORMATION.

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EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

Report of Independent Registered Public Accounting Firm (PCAOB ID:

Report of Independent Registered Public Accounting Firm (Deloitte & Touche LLP, PCAOB ID 34 )

Report of Independent Registered Public Accounting Firm (Grant Thornton LLP , PCAOB ID 248 )

Consolidated Financial Statements:

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and the Board of Directors of Pangaea Logistics Solutions Ltd.

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheet of Pangaea Logistics Solutions Ltd.

and its subsidiaries (the "Company") as of December 31, 2025, and the related consolidated statements of income, changes in stockholders’ equity, and cash flows, for the year then ended, and the related notes (collectively referred to as the "financial statements").

We also have audited the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

Also, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

Basis for Opinions

The Company's management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting.

Our responsibility is to express an opinion on these financial statements and an opinion on the Company's internal control over financial reporting based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the financial statements included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures to respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.

Our audits also included performing such other procedures as we considered necessary in the circumstances.

We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Determination of Long-lived Assets Impairment Indicators —Refer to Note 3 to the financial statements.

Critical Audit Matter Description

The Company’s evaluation of long-lived assets for impairment involves an initial assessment of each vessel asset to determine whether events or changes in circumstances exist that may indicate that the carrying amounts of vessel assets are no longer recoverable.

Total Vessels and vessel equipment, net as of December 31, 2025, was $669 million.

Possible indicators of impairment may include events or changes in circumstances affecting the legal environment, the business climate, market value, the extent or manner in which the vessel asset is used, or the physical condition of the vessel asset.

When events or changes in circumstances exist, the Company evaluates its vessel assets for impairment by comparing undiscounted future cash flows expected to be generated over the life of each vessel asset to the respective carrying amount.

If the Company’s estimate of undiscounted future cash flows for any vessel asset for which indicators of impairment exist is lower than the vessel asset’s carrying value, and the vessel’s carrying value is greater than its fair value, the carrying value is written down, by recording a charge to operations, to the vessel asset’s fair value as provided by third parties.

The Company makes significant assumptions to evaluate vessel assets for possible indicators of impairment.

Changes in these assumptions could have a significant impact on the vessel assets identified for further analysis.

For the year ended December 31, 2025, no impairment loss has been recognized on vessel assets.

We identified the determination of impairment indicators for vessel assets as a critical audit matter because of the significant assumptions management makes when determining whether events or changes in circumstances have occurred indicating that the carrying amounts of vessel assets may not be recoverable.

This required a high degree of auditor judgment and an increased extent of effort when performing audit procedures to evaluate whether management appropriately identified impairment indicators.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the evaluation of vessel assets for possible indicators of impairment included the following, among others:

• We tested the effectiveness of the controls over management’s identification of possible circumstances that may indicate that the carrying amounts of vessel assets are no longer recoverable, including controls over management’s estimates of the events or changes in circumstances affecting the legal environment, the business climate, market value, the extent or manner in which the vessel asset is used, or the physical condition of the vessel asset.

• We evaluated management’s impairment analysis by:

◦ Testing vessel assets for possible indicators of impairment, including searching external sources, including industry-specific trade publications for adverse asset-specific and/or market conditions.

◦ Developing an independent expectation of impairment indicators and comparing such expectation to management’s analysis.

◦ Obtaining from the Company’s management the vessel assets impairment indicators analysis and the assumptions used in the events or changes in circumstances affecting the legal environment, the business climate, market value, the extent or manner in which the vessel asset is used, or the physical condition of the vessel asset, and considered the consistency of the assumptions used with evidence obtained in other areas of the audit.

This included, among others, 1) internal communications by management to the board of directors, and 2) external communications by management to analysts and investors.

/s/ Deloitte & Touche LLP

New York, New York

March 16, 2026

We have served as the Company’s auditor since 2025 .

Report of Independent Registered Public Accounting Firm

Board of Directors and Stockholders

1 unchanged sentence

Opinion on the financial statements

We have audited the accompanying consolidated balance sheets of Pangaea Logistics Solutions Ltd.

(a Bermuda corporation) and subsidiaries (the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of income, changes in stockholders’ equity, and cash flows for each of the two years in the period ended December 31, 2024, and the related notes collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated March 17, 2025 expressed an adverse opinion.

We have audited the accompanying consolidated balance sheet of Pangaea Logistics Solutions Ltd.

(a Bermuda corporation) and subsidiaries (the “Company”) as of December 31, 2024, the related consolidated statements of income, changes in stockholders’ equity, and cash flows for the year ended December 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for the year ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

Basis for opinion

These consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits.

Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Critical audit matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

Valuation of a Customer Receivable

As described further in Note 3 to the financial statements, the Company had a significant customer who accounted for 35% of the accounts receivable balance as of December 31, 2024.

We identified the analysis of the allowance for credit losses on this customer’s accounts receivable balance as a critical audit matter.

The principal considerations for our determination that the analysis of the allowance for credit losses of the customer receivable is a critical audit matter is that there is a high degree of estimation uncertainty resulting from management's judgments around the customer’s ability to meet its remaining payment obligation under the contract.

Auditing these judgements and estimates requires a high degree of auditor judgment and an increased extent of effort to assess the appropriateness of management’s estimates and assumptions used.

Our audit procedures related to the recoverability of the customer receivable included the following, among others.

• We tested the design and operating effectiveness of the Company’s internal controls over the recoverability of the customer receivable.

• Evaluated management’s assessment on the expected recoverability.

• Confirmed the outstanding balance and the completeness of the agreements with the customer.

• Evaluated the financial statements and forecasts provided by the customer, analyzing the forecast in comparison to historical performance and industry outlook trends.

• Inspected the application of cash collections during and subsequent to the year ended December 31, 2024.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

/s/ GRANT THORNTON LLP

We have served as the Company’s auditor since 2013 .

We served as the Company’s auditor from 2013 to 2025

Boston, Massachusetts

1 unchanged sentence

Pangaea Logistics Solutions Ltd.

Consolidated Balance Sheets

Consolidated Balance Sheets As of December 31, 2025 and 2024

Dollars in thousands, except for share and per share data)

December 31, 2025 December 31, 2024

6 unchanged sentences

Total current assets $ 215,776 $ 191,994

Restricted cash 270 —

Fixed assets, at cost, net of accumulated depreciation of $ 179,988 and $ 151,952 , at December 31, 2025 and 2024, respectively

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Finance lease liabilities, net 8,395 10,434

Long-term liabilities - other - Note 11 — 17,936,540

Commitments and contingencies - Note 12

Stockholders' equity:

Preferred stock, $ 0.0001 par value, 1,000,000 shares authorized and no shares issued or outstanding

Common stock, $ 0.0001 par value, 100,000,000 shares authorized, 64,973,988 and 64,961,433 shares issued and outstanding at December 31, 2025 and 2024, respectively

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Pangaea Logistics Solutions Ltd.

Consolidated Statements of Income

Consolidated Statements of Operations for the Years Ended December 31, 2025 and 2024

Dollars in thousands, except for share and per share data )

Years ended December 31,

Revenues (net):

Voyage revenue $ 577,547 $ 494,107

7 unchanged sentences

Vessel operating expenses (1)

94,948 55,544

General and administrative 31,071 24,626

Depreciation and amortization 42,475 30,376

Loss on sale of vessels — 1,738,511

Gain on sale of vessels ( 3,000 ) —

Total operating expenses 591,097 488,088

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Income attributable to Non-controlling interest recorded as long-term liability interest expense — ( 3,103 )

Unrealized (loss) gain on derivative instruments ( 953,042 ) ( 2,925,347 )

Unrealized loss on derivative instruments ( 1,355 ) ( 953 )

Other income 2,952 1,428

10 unchanged sentences

Diluted 64,703,473 46,046,044

(¹) Includes related-party vessel management fees of $ 2,183 and $ 12 for the years ended December 31, 2025 and 2024, respectively.

The accompanying notes are an integral part of these consolidated financial statements

Pangaea Logistics Solutions Ltd.

Consolidated Statements of Changes in Stockholders' Equity

Consolidated Statements of Equity For the Years Ended December 31, 2025 and 2024

Dollars in thousands, except for share and per share data )

Common Stock Additional Paid-in Capital Retained Earnings Total Pangaea Logistics Solutions Ltd.

4 unchanged sentences

Share-based compensation — — 2,788 — 2,788 — 2,788

Equity Consideration for Strategic Shipping Inc.

Acquisition 18,059,342 2 91,017 91,019 91,019

Issuance of restricted shares, net of forfeitures 435,469 — — — — — —

Distribution to Non-Controlling Interests — — — — — ( 10,400,000 ) ( 10,400,000 )

Common Stock Dividend — — — ( 18,775 ) ( 18,775 ) — ( 18,775 )

Distribution to Non-Controlling Interests — — — — — ( 2,333 ) ( 2,333 )

Net income — — — 28,903 28,903 2,866 31,769

2 unchanged sentences

Share-based compensation — — 4,111 — 4,111 — 4,111

Equity Consideration for Strategic Shipping Inc.

Acquisition 18,059,342 1,806 91,017,280 — 91,019,086 — 91,019,086

Issuance of restricted shares, net of forfeitures 616,186 — — — — — —

Distribution to Non-Controlling interests — — — — — ( 2,333,334 ) ( 2,333,334 )

Common Stock Dividend — — — ( 16,327 ) ( 16,327 ) — ( 16,327 )

Share repurchases ( 603,631 ) — ( 2,999 ) ( 2,999 ) ( 2,999 )

Acquisition of noncontrolling interest — — ( 2,700 ) — (2,700) — (2,700)

Contribution from Non-Controlling interest — — — 57 57 252 309

Distribution to Non-Controlling interests — — — — — ( 2,490 ) ( 2,490 )

Net income — — — 19,369 19,369 798 20,167

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64,973,988 $ 7 $ 257,072 $ 172,255 $ 429,333 $ 45,403 $ 474,736

(1) Common stock has a par value of $ 0.0001 per share.

Amounts are presented in thousands, and therefore par value amounts are not reflected.

The accompanying notes are an integral part of these consolidated financial statements

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Provision for doubtful accounts 1,540 1,835

Loss on sales of vessels — 1,738,511

Gain on sales of vessels ( 3,000 ) —

Drydocking costs ( 17,395 ) ( 6,202 )

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Purchase of vessels and vessel improvements ( 2,188 ) ( 69,265 )

Proceeds from sale of vessels — 17,271,489

Acquisitions, net of cash acquired — ( 7,200,000 )

Net proceeds from sale of vessels 17,196 —

Acquisition of non-controlling interest ( 2,700 ) —

Purchase of equipment and internal use software ( 4,299 ) ( 167 )

1 unchanged sentence

Dividends received from equity method investments 4,135 1,910

Net cash used in investing activities ( 67,694,165 ) ( 15,982,325 )

Net cash provided by (used in) investing activities 11,411 ( 67,694 )

Financing activities

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Common stock accrued dividends paid ( 16,303 ) ( 18,710 )

Cash paid for incentive compensation shares relinquished — ( 127,283 )

Share repurchases ( 2,999 ) —

Payments to non-controlling interest recorded as long-term liability — ( 21,040 )

Net cash used in financing activities ( 48,619 ) ( 10,230 )

Net (decrease) increase in cash and cash equivalents ( 12,232,396 ) ( 29,346,740 )

Net increase (decrease) in cash and cash equivalents 16,519 ( 12,232 )

Cash and cash equivalents at beginning of period $ 86,805 $ 99,038

Cash and cash equivalents at end of period $ 86,805,470 $ 99,037,866

Cash, cash equivalents and restricted cash at end of period $ 103,324 $ 86,805

Supplemental cash flow items:

2 unchanged sentences

through issuance of 18,059,342 shares of common stock, with a value of $ 91,019 as non-cash consideration.

$ 91,019,086 $ —

Fair value of loans and lease liabilities (ASC 842) assumed $ — 100,049

5 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, vessel chartering, voyage planning, and technical vessel management.

As of December 31, 2024, the Company owned three Panamax, two Ultramax Ice Class 1C, two Ultramax and nine Supramax vessels.

As of December 31, 2025, the Company owned three Panamax, two Ultramax Ice Class 1C, two Ultramax, eight Supramax and fourteen Handysize vessels.

The Company owns two-thirds of its consolidated subsidiary Nordic Bulk Holding Company Ltd.

(“NBHC”) which owns a fleet of six Panamax Ice Class 1A drybulk vessels.

The Company owned 50 % of Nordic Bulk Partners LLC.

The Company previously owned 50 % of Nordic Bulk Partners LLC.

("NBP") which owns a fleet of four Post Panamax Ice Class 1A drybulk vessels.

2 unchanged sentences

Refer to "Note 11, Other Long-Term Liabilities".

The Company owns fifteen Handysize vessels acquired through the Strategic Shipping Inc.

The Company also has a 50 % interest in the owner of a deck barge.

Additionally, the Company owns port and terminal operations located in Fort Lauderdale, Florida, and Baltimore, Maryland.

The Company also holds a 50 % interest in the owner of a deck barge.

Additionally, the Company owns port and terminal operations located in Fort Lauderdale, Florida, Baltimore, Maryland, Port Aransas, Texas, Tampa, Florida, and Lake Charles, Louisiana.

NOTE 2 – NATURE OF ORGANIZATION

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Nordic Bulk Holding Company Ltd.

(“NBHC”) - a corporation that was duly organized under the laws of Bermuda.

NBHC was established in October 2012, for the purpose of owning Bulk Nordic Odyssey Ltd.

Nordic Bulk Holding Company Ltd.

(“NBHC”) is a corporation organized under the laws of Bermuda in October 2012.

NBHC was established to own Bulk Nordic Odyssey Ltd.

(“Bulk Odyssey”) and Bulk Nordic Orion Ltd.

(“Bulk Orion”) and to invest in additional vessels through its wholly-owned subsidiaries.

On September 28, 2020, the Company acquired an additional one-third equity interest in its partially-owned consolidated subsidiary Nordic Bulk Holding Company Ltd.

(“NBHC”) from one of NBHC’s shareholders.

The Company owns two-thirds equity interest of NBHC after the acquisition and the remainder one-third equity interest is owned by a third-party at December 31, 2024.

(“Bulk Orion”) and to invest in additional vessels through wholly-owned subsidiaries.

On September 28, 2020, the Company acquired an additional one-third equity interest in NBHC from an existing shareholder.

As of December 31, 2025, the Company owns a two-thirds equity interest in NBHC, with the remaining one-third owned by an independent third party.

The Company determined that NBHC is a VIE and that it is the primary beneficiary of NBHC, as it has the power to direct its activities through time charter arrangements with Pangaea Denmark covering all of its owned vessels.

Accordingly, the Company has consolidated NBHC for the years ended December 31, 2025 and 2024.

Bulk Odyssey, Bulk Orion, Bulk Nordic Oshima Ltd.

(“Bulk Oshima”), Bulk Nordic Olympic Ltd.

(“Bulk Olympic”), Bulk Nordic Odin Ltd.

(“Bulk Odin”) and Bulk Nordic Oasis Ltd.

(“Bulk Oasis”), corporations duly organized under the laws of Bermuda between March 2012 and February 2015, are owned by NBHC.

These entities were established for the purpose of owning m/v Nordic Odyssey, m/v Nordic Orion, m/v Nordic Oshima, m/v Nordic Olympic, m/v Nordic Odin and m/v Nordic Oasis, respectively.

On December 23, 2020 NBHC formed two new wholly owned subsidiaries, Bulk Nordic Odyssey (MI) Corp., and Bulk Nordic Orion (MI) Corp.

for the purpose of transferring ownership of the m/v Nordic Odyssey and m/v Nordic Orion to these companies respectively.

On January 21, 2021 NBHC formed four new wholly owned subsidiaries, Bulk Nordic Oasis (MI) Corp., Bulk Nordic Odin (MI) Corp., Bulk Nordic Olympic (MI) Corp., and Bulk Nordic Oshima (MI) Corp.

for the purpose of transferring ownership of the m/v Nordic Oasis, m/v Nordic Odin, m/v Nordic Olympic and m/v Nordic Oshima to these companies respectively.

NBHC owns the following Marshall Island corporations for the purpose of owning the respective vessels:

• Bulk Nordic Odyssey (MI) Corp.

– m/v Nordic Odyssey

• Bulk Nordic Orion (MI) Corp.

– m/v Nordic Orion

• Bulk Nordic Oshima (MI) Corp.

– m/v Nordic Oshima

• Bulk Nordic Olympic (MI) Corp.

– m/v Nordic Olympic

• Bulk Nordic Odin (MI) Corp.

– m/v Nordic Odin

• Bulk Nordic Oasis (MI) Corp.

– m/v Nordic Oasis

Venture Logistics NL Inc.

("VLNL") - a corporation that was duly organized m/v in Newfoundland and Labrador, Canada on October 19, 2018.

VLNL was established for the purpose of owning and operating a deck barge.

At December 31, 2024 the Company had a 50 % ownership interest in VLNL with the other 50 % ownership interest owned by the independent third-party.

• Nordic Bulk Partners LLC.

(“NBP”) – a corporation that was duly organized under the laws of the Marshall Island.

NBP was established in September 2019 for the purpose of providing funding to Bulk Seven, Bulk Eight, Bulk Nine, and Bulk Ten for the construction of four newbuilding vessels and subsequently at completion and delivery of the newbuilding vessels owning Bulk Seven, Bulk Eight, Bulk Nine, and Bulk Ten.

Bulk Seven, Bulk Eight, Bulk Nine and Bulk Ten are corporations that were duly organized under the laws of the Marshall Islands in September 2019 for the purpose of constructing and owning Post-Panamax newbuilding vessels named m/v Nordic Nuluujaak, m/v Nordic Qinngua, m/v Nordic Sanngijuq and m/v Nordic Siku, respectively, the four newbuilding vessels were delivered in 2021.

Venture Logistics NL Inc.

(“VLNL”) is a corporation organized under the laws of Newfoundland and Labrador, Canada on October 19, 2018.

VLNL was established to own and operate a deck barge.

As of December 31, 2025, the Company holds a 50 % ownership interest in VLNL, with the remaining 50 % owned by an independent third party.

The Company determined that VLNL is a variable interest entity (“VIE”) and that the Company is the primary beneficiary, as the Company has the power to direct the activities that most significantly impact VLNL’s economic performance through commercial and technical management arrangements.

Accordingly, the Company consolidates VLNL in its consolidated financial statements.

Nordic Bulk Partners LLC (“NBP”)

Nordic Bulk Partners LLC (“NBP”) is a limited liability company organized under the laws of the Republic of the Marshall Islands in September 2019.

NBP was established to fund the construction and subsequently own four Post-Panamax newbuilding vessels through its wholly-owned subsidiaries:

Bulk Seven, Bulk Eight, Bulk Nine, and Bulk Ten.

These subsidiaries were formed in September 2019 to construct and own the following vessels, all of which were delivered in 2021:

• m/v Nordic Nuluujaak

• m/v Nordic Qinngua

• m/v Nordic Sanngijuq

• m/v Nordic Siku

Prior to November 6, 2024, the Company held a 50 % equity interest in NBP.

On November 6, 2024, Pangaea Logistics Solutions Ltd.

completed the purchase of the 50 % equity ownership of Nordic Bulk Partners LLC from HS Nordic LLC for $ 19.0 million in cash, resulting in Pangaea owning 100 % of Nordic Bulk Partners.

At December 31, 2024 the Company had a 100 % ownership interest in NBP.

acquired the remaining 50 % equity interest in NBP from HS Nordic LLC for $ 19.0 million in cash, resulting in full ownership of NBP.

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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The accompanying consolidated financial statements present separately our financial position, results of operations, cash flows, and changes in shareholders’ equity.

All intercompany balances and transactions have been eliminated.

The consolidated financial statements include the accounts of Pangaea Logistics Solutions Ltd.

and its subsidiaries, and all intercompany balances and transactions have been eliminated in consolidation.

Unless otherwise indicated, amounts are presented in thousands of U.S.

dollars, except for share amounts, per share amounts and certain operating metrics, including time charter equivalent (“TCE”) rates, operating expense per day and Baltic Dry Index (“BDI”) data.

Certain reclassifications have been made to prior periods to conform to current period presentation.

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Revenue Recognition

Voyage revenues represent revenues earned by the Company, principally from providing transportation services under voyage charters.

A voyage charter involves the carriage of a specific amount and type of cargo on a load port to discharge port basis, subject to various cargo handling terms.

Under a voyage charter, the service revenues are earned and recognized ratably over the duration of the voyage.

The voyage contract generally has standard payment terms of 95% freight paid within three days after completion of loading.

The Company acts as the principal in these contracts.

Demurrage, which is included in voyage revenues, represents payments by the charterer to the vessel owner when loading and discharging time exceed the stipulated time in the voyage charter.

The voyage charter party generally has a “demurrage” or “despatch” clause.

As per this clause, the charterer reimburses the Company for any potential delays exceeding the allowed laytime as per the charter party clause at the ports visited which is recorded as demurrage revenue.

Conversely, the charterer is given credit if the loading/discharging activities happen within the allowed laytime known as despatch resulting in a reduction in revenue.

In a voyage charter contract, the performance obligations begin to be satisfied once the vessel begins loading the cargo.

The demurrage and despatch represent variable consideration which is estimated at contract inception.

Such estimates are updated and constrained.

Voyage revenue recognized is presented net of address commissions.

Charter revenues relate to a time charter arrangement under which the Company is paid to provide transportation services on a per day basis for a specified period of time.

Revenues from time charters are earned and recognized on a straight-line basis over the term of the charter, as the charters do not fall under the scope of ASC 606.

Revenue is not earned when vessels are offhire.

The Company acts as the principal in these contracts.

Costs incurred in fulfillment of a contract that meet certain criteria are deferred and recognized when or as the related performance obligations are satisfied.

The contract fulfillment costs consist primarily of the fuel consumption that is incurred by the Company from the latter of the end of the previous vessel employment and the contract date until the arrival at the loading port in addition to any port expenses incurred prior to arrival at the load port, as well as any charter hire expenses for third party vessels that are chartered-in.

The fuel consumption and any port expenses incurred prior to arrival at the load port during this period are capitalized and recorded in Bunker inventory and Advance hire, prepaid expenses and other current assets, respectively in the Consolidated Balance Sheets and are amortized ratably over the total transit time of the voyage from arrival at the loading port until the vessel departs from the discharge port and expensed as part of Voyage expense.

As of December 31, 2024 and 2023, the Company recognized $ 2.2 million and $ 2.3 million , respectively, of deferred costs which represents bunker expenses and charter hire expenses incurred prior to commencement of loading.

These costs are recorded in Advance hire, prepaid expenses and other current assets in the Consolidated Balance Sheet and are expensed as part of Voyage expense and Charter hire expense.

Similarly, for any third party vessels that are chartered-in, the charter hire expenses during this period are capitalized and recorded in Advance hire, prepaid expenses and other current assets in the Consolidated Balance Sheets and are expensed as part of Charter hire expense.

The performance obligations under our contracts are transportation services, which are received and consumed by our customers over time, as we perform the services.

Revenues are recognized using the input method, proportionate to the days elapsed since the service commencement compared to the total days anticipated to complete the service.

Under the ASC 606 revenue recognition standard, voyage revenue is recognized over the period between load port and discharge port.

Costs to fulfill contracts for voyages for which loading has not commenced are recognized as assets and amortized pro rata over the period between load and discharge.

Costs to obtain a contract are expensed as incurred, as provided by a practical expedient, since all such costs are expected to be amortized over less than one year.

Assets and liabilities related to our voyage contracts with customers are reported on a contract-by-contract basis at the end of each reporting period.

Contract assets also include accounts receivable for amounts billed and currently due from customers, which are reported at their net estimated realizable value.

The Company maintains reserves against its accounts receivable for potential credit losses, which were immaterial for the years ended December 31, 2024 and 2023, respectively.

Other contract assets include accrued receivables which arise when revenue is recognized in advance of billing for certain voyage contracts and hire paid to ship-owners in advance.

Contract liabilities consist of deferred revenue which arises when amounts are billed to or collected from customers in advance of revenue recognition and are recognized within twelve months of the balance sheet date.

The Company’s revenue recognition includes variable consideration in certain contracts, which is assessed based on the terms of each agreement.

• In a stevedoring service contract the Company is paid to provide cargo handling services on a per unit basis for a specified quantity of cargo.

The consideration in such a contract is determined on the basis of a rate per unit of cargo handled.

T he contract may contain minimum quantities.

The contract transaction price is allocated to each performance obligation and recognized as revenue when, or as, the performance obligation is satisfied.

The Company allocates the transaction price to each obligation at contract inception based on expected cost plus margin.

• In a terminal service contract the Company is paid to perform a broad range of activities at port terminals.

This includes labor, storage, handling, and transfer of cargo within the terminal area.

We recognize revenue over time or at a point in time, depending on the nature of the performance obligation contained in the respective contract with our customer.

The Company acts as an agent in certain performance obligations.

The Company evaluates variable consideration at contract inception and updates estimates as necessary, ensuring that recognized revenue reflects the expected amount, subject to constraints to avoid significant reversals.

The transaction price is allocated based on the relative stand-alone selling price of each performance obligation.

As a practical expedient, the Company has elected not to disclose the aggregate amount of the transaction price allocated to unsatisfied performance obligations for our contracts that had an original expected duration of less than one year.

Voyage Charter Revenue

Voyage revenues represent revenues earned by the Company from providing transportation services under voyage charters.

A voyage charter involves the carriage of a specified quantity and type of cargo from a load port to a discharge port.

The Company’s performance obligation is to transport the cargo from the load port to the discharge port.

Consideration under these contracts is generally determined based on a freight rate per metric ton of cargo transported or, in certain cases, a lump-sum freight amount for the entire voyage.

Revenue is recognized over time using the input method, proportionate to the days elapsed relative to the total estimated duration of the voyage.

Voyage revenue is recognized over the period between the load port and discharge port and is presented net of address commissions.

Demurrage, which is included in voyage revenues, represents payments by the charterer when loading or discharging time exceeds the stipulated time in the voyage charter.

Conversely, the charterer may receive credits if loading or discharging occurs within the allowed laytime.

Demurrage and despatch represent variable consideration and are estimated at contract inception and updated as necessary.

Time Charter Revenue

Charter revenues relate to time charter arrangements under which the Company provides a vessel to a charterer for a specified period of time.

These arrangements are accounted for as operating leases under ASC 842 and therefore do not fall within the scope of ASC 606.

Revenue from time charters is recognized on a straight-line basis from the delivery of the vessel to the charterer until the vessel is redelivered to the Company.

Revenue is not earned during off-hire periods, which generally occur when a vessel is unavailable for service due to repairs, maintenance, or other circumstances.

Contract Fulfillment Costs

Costs incurred in fulfilling voyage charter contracts that meet the capitalization criteria under ASC 340-40 are deferred and recognized as the related performance obligations are satisfied.

These costs primarily consist of bunker consumption, port expenses, and charter hire expenses incurred after completion of the previous vessel employment and prior to arrival at the load port.

Such costs are capitalized within bunker inventory, advance hire, prepaid expenses and other current assets and are recognized as expenses as the related voyage revenues are recognized.

Stevedoring and Terminal Services

In stevedoring service contracts, the Company provides cargo handling services and is generally compensated based on a rate per unit of cargo handled.

Revenue is recognized when the related services are performed.

In terminal service contracts, the Company performs a range of port terminal activities including labor, storage, handling and cargo transfer.

Revenue is recognized over time or at a point in time depending on the nature of the performance obligation.

Contract Assets and Contract Liabilities

Assets and liabilities related to voyage contracts are reported on a contract-by-contract basis at the end of each reporting period.

Contract assets include accrued receivables that arise when revenue is recognized in advance of billing.

Contract liabilities consist primarily of deferred revenue, which arises when amounts are billed to or collected from customers in advance of revenue recognition and are generally recognized within twelve months.

As a practical expedient, the Company has elected not to disclose the aggregate amount of the transaction price allocated to unsatisfied performance obligations for contracts with an original expected duration of one year or less.

Deferred Revenue

Billings for services for which revenue is not recognized in the current period are recorded as deferred revenue.

Deferred revenue recognized in the accompanying consolidated balance sheets is expected to be realized within twelve months of the balance sheet date.

Deferred revenue as of December 31, 2022 was $20.9 million.

All deferred revenue recorded on the consolidated balance sheets as of December 31, 2023 and December 31, 2022 was recognized during 2024 and 2023, respectively.

Cash received in advance of providing services is recorded as deferred revenue.

Deferred revenue recognized in the consolidated balance sheets is expected to be realized within twelve months of the balance sheet date.

Deferred revenue recognized during the years ended December 31, 2025 and 2024 included amounts that were recorded as deferred revenue as of December 31, 2024 and December 31, 2023, respectively.

Voyage Expenses

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The Company has certain domestic and foreign cash balance that exceed the insured limits set by the Federal Deposit Insurance Corporation (FDIC) in the United States and equivalent regulatory agencies in countries.

The Company maintains its cash accounts with various high-quality financial institutions in the United States,

Germany, and Bermuda.

The Company maintains its cash accounts with various high-quality financial institutions in the United States, Germany, and Bermuda.

The Company performs periodic evaluations of the relative credit standing of these financial institutions.

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The Company does not have any off-balance sheet credit exposure related to its customers.

At December 31, 2024, two customers collectively represented 49 % of the Company’s trade accounts receivable, one accounted for 35 % and the other accounted for 14 %.

At December 31, 2025, one customer represented 28 % of the Company’s trade accounts receivable.

At December 31, 2024, there were two customers that accounted for 49 % of the Company’s trade accounts receivable, one accounted for 35 % and the other accounted for 14 %.

At December 31, 2024, the United States and Canada accounted for 67 % of accounts receivable.

At December 31, 2025, the United States accounted for 55 % of accounts receivable.

At December 31, 2024, the United States and Canada accounted for 67 % of accounts receivable.

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the United States represents 28 % and Canada represents 10 %.

F or the year ended December 31, 2023, the Company had three countries that accounted for at least 10% of revenue;

the United States represents 29 %, Canada represents 15 %, and The United Kingdom represents 12 %.

For the year ended December 31, 2024, one customer accounted for 10 % or more of total revenue.

For the year ended December 31, 2023, two customers accounted for 10 % or more of total revenue.

For the year ended December 31, 2024, the Company had two countries that accounted for at least 10% of revenue;

the United States represents 32 % and Canada represents 14 %.

For the year ended December 31, 2025, no customer accounted for 10 % or more of total revenue.

For the year ended December 31, 2024, one customers accounted for 10 % or more of total revenue.

Cash and Cash Equivalents

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These reserves are adjusted as new information becomes available or payments are received.

At December 31, 2022, the allowance for credit losses was $ 4,367,848 .

At December 31, 2025, and 2024, the Company provided an allowance for credit losses of $ 6,017 and $ 5,493 respectively, for amounts that are not expected to be fully collected.

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Bunker Inventory

Inventory is primarily comprised of fuel oil purchased and stored onboard a vessel.

Inventory is measured at the lower of cost under the first-in, first-out method or net realizable value.

Inventory is primarily consists of consumable bunker fuel purchased and stored onboard vessels.

Inventory is measured at the lower of cost, determined using the first-in, first-out method, or net realizable value.

Advance Hire, Prepaid Expenses and Other Current Assets

Advance hire represents payment to ship owners under time-charters for days subsequent to the balance sheet date.

Hire is typically paid in advance for the following fifteen days, but intervals vary by time-charter contract.

Advance hire represents payments made to vessel owners under time charter arrangements for hire periods subsequent to the balance sheet date.

Hire is typically paid in advance for the following fifteen days, although intervals may vary depending on the terms of the time charter agreement.

Prepaid expenses include advance funding to the technical manager for vessel operating expenses, lubricating oils and stores kept on board owned vessels, certain voyage expenses paid in advance and direct costs incurred to fulfill a COA ("Contract of Affreightment").

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Accrued receivables include accrued demurrage and balance of freight receivable.

Other assets include deposits held by counterparties to various derivative instruments and the fair value of derivative instruments when it exceeds the settlement price of the instrument.

Cash margin on deposit represents collateral posted with derivative counterparties.

Derivative assets represent the fair value of derivative instruments when the mark-to-market value of the contracts is favorable to the Company.

Other current assets primarily include various operational deposits and other miscellaneous receivables.

At December 31, advance hire, prepaid expenses and other current assets were comprised of the following:

December 31, 2025 December 31, 2024

Advance hire $ 3,394 $ 3,348

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At December 31, other non-current assets were comprised of the following:

Name 2024 2023

Name December 31, 2025 December 31, 2024

Intangible Assets, net - Note 16:

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Investment in Seamar Managements S.A.

236,219 706,655

Investment in Bay Stevedoring 2,032 1,895

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(1) Intangible assets represent acquired assets, including licenses, contracts, and other rights, net of accumulated amortization totaling $ 1,675 .

Vessels and Depreciation

Vessels are stated at cost, which includes contract price and acquisition costs.

Significant improvements to vessels are capitalized;

maintenance and repairs that do not improve or extend the lives of the vessels are expensed as incurred.

Depreciation is provided using the straight-line method over the remaining estimated useful lives of the vessels (excluding the time a vessel is in dry dock), based on cost less salvage value.

Each vessel’s salvage value is equal to the product of its lightweight tonnage and an estimated scrap rate of $ 300 per ton, which was determined by reference to quoted rates and is reviewed annually.

The Company estimates the useful life of its vessels to be 25 years to 30 years from the date of initial delivery from the shipyard.

The remaining estimated useful lives of the current fleet are 8 - 22 years.

The Company does not incur depreciation expense when vessels are taken out of service for dry docking.

Depreciation of Vessels and Other Fixed Assets

Vessels and other fixed assets are stated at cost less accumulated depreciation.

Vessel cost includes the contract price and acquisition costs.

Significant improvements are capitalized, while maintenance and repairs that do not improve or extend the useful lives of the vessels are expensed as incurred.

Depreciation of vessels is calculated using the straight-line method over their estimated useful lives, based on cost less estimated salvage value.

Prior to January 1, 2026, depreciation excluded periods during which a vessel was in dry dock.

Effective January 1, 2026, the Company revised its depreciation policy to include periods during which a vessel is in dry dock in the calculation of depreciation expense.

Each vessel’s salvage value is equal to the product of its lightweight tonnage and an estimated scrap rate.

The Company estimates scrap rates based on historical average demolition prices per lightweight ton.

Effective January 1, 2026, the Company increased the estimated scrap rate from $ 300 per ton to $ 400 per ton, supported by historical demolition prices over the past 15 years.

Additionally, effective January 1, 2026, the Company revised the estimated useful life of its dry bulk vessels from a range of 25 years to 30 years to 25 years from the date of initial delivery from the shipyard, based on historical demolition experience and industry practice.

The remaining estimated useful lives of the current fleet range from 5 to 20 years.

The changes in estimated scrap rate, useful lives and depreciation methodology are accounted for prospectively as changes in accounting estimates in accordance with ASC 250, Accounting Changes and Error Corrections.

Other fixed assets primarily relate to the Company’s port terminal operations and consist mainly of buildings and infrastructure, mobile equipment, vehicles, furniture and fixtures, and operational gear and attachments.

These assets are recorded at cost and depreciated using the straight-line method over their estimated useful lives, generally seven years for buildings and infrastructure and furniture and fixtures, and five years for mobile equipment, vehicles and operational gear and attachments.

Depreciation begins when the asset is placed into service.

The Company periodically reviews the estimated useful lives and residual values of its vessels and other fixed assets and adjusts these estimates prospectively when appropriate.

Vessels held for sale are carried at estimated fair value less cost to sell.

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Long-lived Assets Impairment Considerations

The Company evaluates the recoverability of its fixed assets and other assets in accordance with ASC 360-10-15, Impairment or Disposal of Long-Lived Assets, which requires impairment losses to be recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than their carrying amounts.

If indicators of impairment are present, we perform an analysis of the anticipated undiscounted future net cash flows to be derived from the related long-lived assets.

Our assessment is made at the asset group level, which represents the lowest level for which identifiable cash flows are largely independent of other groups of assets.

The asset groups established by the Company are defined by vessel size and major characteristic or trade.

The significant factors and assumptions used in the undiscounted projected net operating cash flow analysis include the Company’s estimate of future time charter equivalent "TCE" rates based on current rates under existing charters and contracts.

When existing contracts expire, the Company uses an estimated TCE based on actual results and extends these rates out to the end of the vessel’s useful life.

TCE rates can be highly volatile, may affect the fair value of the Company’s vessels and may have a significant impact on the Company’s ability to recover the carrying amount of its fleet.

Accordingly, the volatility is contemplated in the undiscounted projected net operating cash flow by using a sensitivity analysis based on percent changes in the TCE rates.

The Company prepares a series of scenarios in an attempt to capture the range of possible trends and outcomes.

Projected net operating cash flows are net of brokerage and address commissions and assume no revenue on scheduled offhire days.

The Company uses the current vessel operating expense budget, estimated costs of drydocking and historical general and administrative expenses as the basis for its expected outflows, and applies an inflation factor it considers appropriate.

The net of these inflows and outflows, plus an estimated salvage value, constitutes the projected undiscounted future cash flows.

If these projected cash flows do not exceed the carrying value of the asset group, an impairment charge would be calculated.

Measurement of the impairment loss is based on the fair value of the asset as provided by third parties.

The Company concluded that no triggering event occurred during the twelve months ended December 31, 2024, which would require impairment testing.

In both the first and fourth quarters of 2023, the Company identified triggering events associated with the sale of vessels, where the carrying value exceeded their fair value.

On January 18, 2023, the Company entered into a memorandum of agreement to sell the m/v Bulk Newport for $ 8.9 million in net consideration after brokerage commissions, resulting in a recorded loss on sale of $ 1.2 million in the first quarter of 2023.

Similarly, on October 17, 2023, the Company signed a memorandum of agreement to sell the m/v Bulk Trident for $ 9.5 million in net consideration after brokerage commissions, resulting in a loss on sale of $ 0.6 million in the fourth quarter of 2023.

The Company conducted an impairment analysis on each asset group and determined that the estimated undiscounted future cash flows exceeded their carrying amounts.

Therefore, no additional loss on impairment was recognized.

Also the Company concluded that no other triggering event had occurred during the remaining period of 2023 which would require impairment testing.

The Company evaluates the recoverability of its vessel assets in accordance with ASC 360, Property, Plant, and Equipment.

When such events or changes in circumstances exist, the Company evaluates its vessel assets for impairment by comparing the undiscounted future cash flows expected to be generated over the remaining useful life of each vessel asset to its respective carrying amount.

If the estimated undiscounted future cash flows for a vessel asset are less than the carrying amount, the Company then compares the carrying value of the vessel asset to its estimated fair value.

If the carrying value exceeds fair value, the vessel asset is written down to its fair value and an impairment loss is recognized in the consolidated statements of operations.

The Company makes significant assumptions when evaluating vessel assets for possible indicators of impairment, including assumptions regarding future charter rates, vessel operating costs, utilization levels and residual values.

Changes in these assumptions could have a significant impact on the vessel assets identified for further analysis.

For the year ended December 31, 2025, the Company did not identify any impairment indicators and no impairment loss was recognized on vessel assets.

Financing Costs

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Accounts payable $ 14,328 $ 14,817

Accrued expenses 11,530,275 14,038,418

Accrued voyage expenses 13,013 7,670

Bunkers suppliers 8,232 7,701

Charter hire payable 7,829 10,420

Other accrued liabilities 2,916,393 3,013,917

Accrued compensation 3,791 3,660

Derivative liabilities 1,189 1,183

Accrued expenses - others 5,876 1,130

Total $ 54,257 $ 46,582

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As a result of changes made to the EUTP Act by the CIT Act (as defined below), this assurance has been made subject to the application of any taxes pursuant to the CIT Act, as described further below.

In the 2023 Budget, the Bermuda government announced the formation of an International Tax Working Group consisting of specialists in international tax matters and representatives of various bodies whose members may be directly impacted by such to examine how Bermuda can appropriately implement the Global Minimum Tax initiative.

In the 2023 Budget, the Bermuda government announced the formation of an International Tax Working Group consisting of specialists in international tax matters and representatives of various bodies whose members may be directly impacted by such matters to examine how Bermuda can appropriately implement the Global Minimum Tax initiative.

The Working Group reported its findings and provided recommendations to the Bermuda Government in July 2023.

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On December 15, 2023, the Bermuda House of Assembly passed the Corporate Income Tax Act, 2023 (the “CIT Act”), which was also passed by the Senate on December 18, 2023 and will become fully operative with respect to the imposition of corporate income tax on January 1, 2025.

Under the CIT Act, Bermuda corporate income tax will be chargeable in respect of fiscal years beginning on or after January 1, 2025 and will apply only to Bermuda entities that are part of MNE groups with EUR 750 million or more in annual revenues in at least two of the four fiscal years immediately preceding the fiscal year in question (“Bermuda Constituent Entity Group”).

Under the CIT Act, Bermuda corporate income tax will be chargeable in respect of fiscal years beginning on or after January 1, 2025 and will apply only to Bermuda entities that are part of multinational enterprise groups with EUR 750 million or more in annual revenues in at least two of the four fiscal years immediately preceding the fiscal year in question (“Bermuda Constituent Entity Group”).

Where corporate income tax is chargeable to a Bermuda Constituent Entity Group, the amount of corporate income tax chargeable for a fiscal year shall be (1) 15% of the net taxable income of the Bermuda Constituent Entity Group less (2) tax credits applicable to the Bermuda Constituent Entity Group under Part 4 of the CIT Act, or as prescribed.

The CIT Act introduces certain “qualified refundable tax credits” which are set to be developed during 2024 to incentivize companies to support Bermuda residents through investments in key areas such as education, healthcare, housing, and other projects to help develop Bermuda’s workforce.

Bermuda will continue to monitor further developments around the world as other jurisdictions address the OECD’s standards.

The CIT Act introduces certain “qualified refundable tax credits” which are expected to be developed to incentivize companies to support Bermuda residents through investments in key areas such as education, healthcare, housing and other initiatives to support workforce development.

Bermuda will continue to monitor developments globally as other jurisdictions implement the OECD’s Global Minimum Tax standards.

The imposition of a Bermuda corporate income tax could, if applicable to the Company or any Bermuda incorporated subsidiary of the Company, have a material adverse effect on the Company’s financial condition and results of operations.

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As the tax is not determined based on taxable income, Pangaea Denmark’s tax expense of approximately $ 366 and $ 389 is included within voyage expenses in the accompanying consolidated statements of income as of December 31, 2025 and 2024, respectively.

Shipping income derived from sources outside the United States is not subject to any United States federal income tax.

sourced income from the international operation of ships that is considered qualified income and earned by a qualified foreign corporation can also be considered exempt from U.S.

Shipping income derived from sources outside the United States is generally not subject to United States federal income tax.

sourced income from the international operation of ships that is considered qualified income and earned by a qualified foreign corporation may also be exempt from U.S.

federal income taxation.

The exemption requires a number of tests be met including qualifying income earned subject to an equivalent exemption in a qualified country and a qualified foreign corporation meeting the qualified foreign country, qualified income, stock ownership tests and substantiation requirements.

Company believes it meets all of the tests to qualify for an exemption from income under Internal Revenue Code section 883.

To the extent the Company is unable to qualify for the exemption, the Company would be subject to U.S.

The exemption requires that a number of tests be satisfied, including qualifying income earned subject to an equivalent exemption in a qualified country and that the qualified foreign corporation meets the qualified foreign country, qualified income, stock ownership tests and substantiation requirements.

The Company believes that it meets all of the tests necessary to qualify for the exemption under Section 883 of the Internal Revenue Code.

To the extent the Company is unable to qualify for this exemption, the Company would be subject to U.S.

federal income taxation of 4% of its U.S.

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trade or business.

The earnings from shipping operations of the Company are not subject to U.S.

The earnings from the Company’s international shipping operations are generally not subject to U.S.

or foreign income taxation.

However, due to the U.S.

based terminal acquisitions that occurred in June 2023, the company's operations within these terminals is subjected to U.S.

income taxation from its US-based operations.

On June 1, 2023, the Company acquired two port terminal operations, one in Baltimore, Maryland and the other in Ft.

Lauderdale, Florida.

These acquisitions expanded the Company's income that is subject to United States taxes on fully consolidated companies.

Consequently, the Company continues to record income tax benefit or expense and deferred tax assets or liabilities for the year ended December 31, 2024 and December 31, 2023, which were immaterial for both periods.

However, income derived from domestic operations and certain non-shipping activities conducted in the United States is subject to U.S.

federal and applicable state income taxes.

As a result of the U.S.-based terminal acquisitions completed in June 2023 and the subsequent expansion of terminal operations in 2025, a portion of the Company’s income generated by its fully consolidated subsidiaries is subject to U.S.

Certain subsidiaries also operate in foreign jurisdictions, including Greece through Seamar Management S.A.;

however, the Company did not incur material income tax obligations in those jurisdictions for the periods presented.

For the years ended December 31, 2025 and 2024, the Company recorded income tax expense of approximately $0.5 million and $0.3 million, respectively, primarily related to its U.S.

terminal operations.

These amounts were included in other income in the Consolidated Statements of Income.

Where required, the Company complies with income tax filings in its various jurisdictions of operations.

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The portion of equity not owned by us in such entities is reflected as Noncontrolling interests within the equity section of the Consolidated Balance Sheets and, in the case of Redeemable noncontrolling interests, within the long-term liabilities section of the Consolidated Balance Sheets.

Equity Method Investments

The Company accounts for its investments in entities over which it exercises significant influence under the equity method of accounting.

The Company recognizes its share of the investee’s earnings or losses in the consolidated statements of income.

Distributions received from equity method investees are evaluated using the nature of distribution approach.

Under this approach, distributions received are classified as cash flows from operating activities to the extent they represent returns on investment and as cash flows from investing activities to the extent they represent returns of investment.

Earnings per Common Share

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Segment Reporting

Operating segments are components of a business that engage in revenue-generating activities and incur expenses.

Additionally, discrete financial information must be available for these segments.

Their operating results are regularly reviewed by the chief operating decision maker ("CODM") to allocate resources and assess performance.

Segment information is prepared on the same basis that our CEO, who is our Chief Operating Decision Maker ("CODM"), manages our segments, evaluates financial results, and makes key operating decisions.

Operating segments are components of a business that engage in revenue-generating activities and incur expenses for which discrete financial information is available and whose operating results are regularly reviewed by the Chief Operating Decision Maker (“CODM”) to allocate resources and assess performance.

The Company’s Chief Executive Officer serves as the CODM.

Segment information is prepared on the same basis that the CODM uses to manage the Company’s operations, evaluate financial performance, and make key operating decisions.

In accordance with ASC 280, the Company identified the following operating segments:

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Fair Value of Financial Instruments

The Company measures the fair value of financial instruments in accordance with ASC 820, Fair Value Measurement, which establishes a hierarchy that prioritizes the inputs used to measure fair value.

The hierarchy gives the highest priority to observable inputs and the lowest priority to unobservable inputs and is defined as follows:

Level 1 – Quoted prices in active markets for identical assets or liabilities.

Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

Level 3 – Unobservable inputs reflecting the Company’s own assumptions about the assumptions market participants would use in pricing the asset or liability.

The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable and short-term debt approximate fair value due to the short-term maturities of these instruments.

The carrying amount of the Company’s floating rate long-term debt approximates its fair value due to the variable interest rates associated with these related credit facilities.

At December 31, 2024, the Company has eight fully fixed rate debt facilities.

At December 31, 2023, the Company has nine fully fixed rate debt facilities.

The aggregate carrying amounts and fair values of the long-term debt associated with the fixed rate borrowing arrangements are as follows:

The carrying amount of the Company’s floating rate long-term debt approximates fair value due to the variable interest rates associated with these related credit facilities.

The fair value of the Company’s fixed-rate long-term debt is estimated using Level 2 inputs, based on market interest rates for similar instruments with comparable terms and credit characteristics.

At December 31, 2025 and 2024, the Company had eleven and eight fixed rate debt facilities, respectively, outstanding.

The aggregate carrying amounts and estimated fair values of the Company’s fixed-rate long-term debt, financing obligations and finance leases are presented below:

December 31, 2025 December 31, 2024

Carrying amount of fixed rate long-term debt, financing obligations, and finance leases $ 120,026,549 $ 111,847,339

Fair value of fixed rate long-term debt $ 113,339,208 $ 103,119,658

Fair values of these debt obligations were estimated based on quoted market prices for the same or similar issues of debt with the same remaining maturities, which is considered Level 2 in the fair value hierarchy established by ASC 820.

During time charter agreements, the charterers have substantive decision-making rights to direct how and for what purpose the vessel is used.

As such, the Company had identified that time charter agreements contain a lease.

Accordingly, the Company accounts for amounts earned under these agreements in accordance with Topic 842.

During time charter agreements, the Company is responsible for operating and maintaining the vessels.

These costs are recorded as vessel operating expense in the Consolidated Statements of Income.

The Company has elected the practical expedient that allows the Company to combine lease and non-lease components under ASC 842 as the timing and pattern of recognizing revenues for operating the vessel is the same as the timing and pattern of recognizing vessel leasing revenue;

and the lease component, if accounted for separately, would be classified as an operating lease.

At December 31, 2024, the Company had six vessels chartered to customers under time charters that contain leases.

These six leases varied in original length from 35 days to 165 days .

At December 31, 2024, lease payments due under these arrangements totaled approximately $ 2,389,000 and each of the time charters were due to be completed in one hundred four days or less.

The company does not have any options to extend or terminate the leases.

At December 31, 2023, the Company had ten vessels chartered to customers under time charters that contain leases.

These ten leases varied in original length from 21 days to 180 days .

At December 31, 2023, lease payments due under these arrangements totaled approximately $ 12,525,000 and each of the time charters were due to be completed in one hundred eighty days or less.

Carrying amount $ 120,849 $ 120,027

Fair value $ 117,356 $ 113,339

Under time charter agreements, charterers have the right to control the use of the vessel and direct how and for what purpose the vessel is used during the charter period.

Accordingly, the Company has determined that time charter agreements contain a lease component and accounts for these arrangements in accordance with ASC 842, Leases.

During the charter period, the Company remains responsible for operating and maintaining the vessels, and these costs are recorded as vessel operating expenses in the Consolidated Statements of Income.

The Company has elected the practical expedient under ASC 842 to combine lease and non-lease components for these arrangements, as the timing and pattern of transfer for the lease and related services are the same and the lease component would be classified as an operating lease if accounted for separately.

At December 31, 2025, the Company had seven vessels chartered to customers under time charter agreements that contain leases.

These leases had original terms ranging from 25 days to 182 days.

Lease payments expected to be received under these arrangements totaled approximately $ 4,717 as of December 31, 2025.

All lease payments are expected to be received within one year, as each of the time charters is scheduled to be completed within one hundred twelve days or less.

The Company does not have any options to extend or terminate these leases.

At December 31, 2024, the Company had six vessels chartered to customers under time charter agreements that contain leases.

These leases had original terms ranging from 35 days to 165 days.

Lease payments expected to be received under these arrangements totaled approximately $ 2,389 as of December 31, 2024.

All lease payments were expected to be received within one year, as each of the time charters was scheduled to be completed within one hundred four days or less.

Lessee Arrangements

The Company does not have any sales-type or direct financing leases.

The Company does not have any vessels chartered in (operating leases) for longer than one year and the practical expedient relating to leases with terms of 12 months or less was elected.

Furthermore, the Company's finance lease right of use assets and finance lease liabilities were referred to as "assets under finance lease" and "obligations under finance leases" in prior period financial statements, but no other changes resulted from adoption of the standard.

In addition, the Company has four non-cancelable office leases and non-cancelable office equipment leases and the lease assets and liabilities are not material.

The Company does not have any long-term vessel operating leases as a lessee and has elected the practical expedient related to leases with terms of 12 months or less.

The Company's finance lease right-of-use assets and finance lease liabilities were previously presented as “assets under finance lease” and “obligations under finance leases” in prior period financial statements, with no other changes resulting from adoption of the standard.

In addition, the Company maintains five non-cancelable office leases and non-cancelable office equipment leases.

The related right-of-use assets and lease liabilities are not material to the consolidated financial statements.

Lease costs associated with these arrangements consist primarily of operating lease costs and are recognized within general and administrative expenses in the Consolidated Statements of Income.

Recent Accounting Standards

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ASUs not listed were assessed by the Company and either determined to be not applicable or expected to have minimal impact on its consolidated financial statements.

Recently Adopted Accounting Standards

As of January 1, 2023, we adopted ASU No.

2016-13, "Financial Instruments—Credit Losses" ("ASU 2016-13").

ASU 2016-13 amends the current financial instrument impairment model by requiring entities to use a forward-looking approach based on expected losses to estimate credit losses on certain types of financial instruments, including trade receivables.

The adoption of the accounting standard, did not have any material impact on our consolidated financial statements.

The Company adopted ASU No.

2020-04, ASU No.

2021-01, and ASU No.

2022-06 related to Reference Rate Reform (Topic 848).

The adoption did not have a material impact on the Company’s consolidated financial statements or related disclosures."

In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures.

This update expands the disclosure requirements for reportable segments by enhancing disclosures related to significant segment expenses, interim segment profit or loss, and segment assets.

It also clarifies how the Chief Operating Decision Maker ("CODM") uses the reported segment profit or loss information to assess segment performance and allocate resources.

The Company adopted ASU 2023-07 effective December 15, 2024, and determined that the application of this guidance did not have a material impact on its consolidated financial statements.

For additional details on the adoption effects of ASU 2023-07, refer to Note 16.

Recently Issued Accounting Standards Not Yet Adopted

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures, which requires disclosure of incremental income tax information related to the income tax rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements.

The update is effective for annual periods beginning

after December 15, 2024 on a prospective basis, and retrospective application is permitted.

The Company is currently evaluating the impact of ASU 2023-09 on its disclosures within its consolidated financial statements.

In November 2024, the FASB released ASU 2024-03, which focuses on Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

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The Company is currently assessing the impact of ASU 2024-03 on its disclosures in the consolidated financial statements.

In May 2025, the FASB issued ASU 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810):

Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity.

This update provides guidance on identifying the accounting acquirer when a variable interest entity (“VIE”) that meets the definition of a business is acquired primarily through the exchange of equity interests.

The amendments are intended to improve consistency in determining the accounting acquirer in transactions involving VIEs that qualify as businesses.

The standard becomes effective for annual periods beginning after December 15, 2026, and for interim periods within those fiscal years.

Early adoption is permitted.

The guidance is applied prospectively to applicable transactions occurring after the adoption date.

Because the amendments apply to specific transaction structures involving the acquisition of a VIE that meets the definition of a business, the Company expects the impact of this guidance to depend on the nature and structure of future acquisition transactions.

The Company is currently evaluating the potential impact of ASU 2025-03 on its consolidated financial statements and related disclosures.

In May 2025, the FASB also issued ASU 2025-04, Compensation—Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606):

Scope Application of Share-Based Payment Arrangements with Customers.

This update clarifies the accounting for share-based payments made to customers, including guidance on performance conditions and forfeitures.

The standard becomes effective for annual periods beginning after December 15, 2026, and for interim periods within those fiscal years, with early adoption permitted.

The Company is currently assessing the impact of ASU 2025-04 on its consolidated financial statements.

In July 2025, the FASB issued ASU 2025-05, Measurement of Credit Losses for Accounts Receivable and Contract Assets (Topic 326).

The amendments provide a practical expedient and an accounting policy election for estimating expected credit losses on current accounts receivable and contract assets arising under ASC 606.

The standard is effective for annual periods beginning after December 15, 2025, including interim periods within those annual periods, with early adoption permitted.

The amendments are to be applied prospectively.

The Company is currently evaluating the adoption of this standard and does not expect the adoption of ASU 2025-05 to have a material impact on its consolidated financial statements or related disclosures.

NOTE 4 - CASH AND CASH EQUIVALENTS

Cash and cash equivalents include short-term deposits with an original maturity of less than three months.

The following table provides a reconciliation of cash and cash equivalents reported within the consolidated balance sheets that sum to the total of the same amounts shown in the consolidated statement of cash flows:

Restricted cash primarily represents cash pledged as collateral under certain financing arrangements and amounts held in margin accounts related to derivative instruments and therefore is not available for general corporate purposes.

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets to the total of the same amounts shown in the consolidated statement of cash flows:

December 31, 2025 December 31, 2024

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75,226 43,362

43,361,887 50,275,361

Total cash and cash equivalents $ 86,805,470 $ 99,037,866

Cash and cash equivalents 103,054 86,805

Restricted cash (2)

Total cash, cash equivalents and restricted cash shown in the statement of cash flows $ 103,324 $ 86,805

(1) It consists of cash deposits at various major banks.

(2) Amounts included in restricted cash represent cash pledged as collateral under certain insurance policies and are therefore not available for general corporate purposes.

As of December 31, 2025 and December 31, 2024, we held cash and cash equivalents in the following subsidiaries:

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$ 94,958 $ 73,909

12,063,063 11,948,547

Deck Barge (3)

833,337 5,436,640

Total cash and cash equivalents $ 103,054 $ 86,805

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(2) Held by a 67 % owned Pangaea consolidated subsidiary

(3) Held by a 50 % owned Pangaea consolidated subsidiary in 2024, the cash balance included $ 5,178,409 held by NBP, a subsidiary in which Pangaea had a 50 % equity ownership at December 31, 2023.

(3) Held by a 50 % owned Pangaea consolidated subsidiary

NOTE 5 - VARIABLE INTEREST ENTITIES

In compliance with ASC 810, the Company has assessed all its wholly and partially owned entities, in addition to those with common ownership or other connections.

Note 3 outlines a brief of the Company's consolidation policy.

The Company’s involvement with variable interest entities (“VIEs”) primarily relates to vessel-owning entities and joint ventures established to own and operate vessels or related logistics assets.

These entities are generally structured with limited equity at risk and are financed primarily through secured debt arrangements, which may cause them to qualify as VIEs under Accounting Standards Codification (“ASC”) 810, Consolidation.

In determining whether the Company is the primary beneficiary of a VIE, management evaluates whether the Company has both (i) the power to direct the activities that most significantly affect the VIE’s economic performance and (ii) the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE.

Activities that most significantly affect the economic performance of these entities typically include commercial management, technical management, chartering decisions, financing arrangements, and vessel operating decisions.

These determinations require judgment and consideration of the contractual arrangements governing each entity.

The Company determined that it is the primary beneficiary of these VIEs and therefore consolidates them in its consolidated financial statements.

The assets of consolidated VIEs can generally only be used to settle obligations of those respective entities and are not available to satisfy the obligations of the Company or other consolidated subsidiaries.

Similarly, creditors of consolidated VIEs generally have no recourse to the general credit of the Company.

The Company’s exposure to loss in these entities is generally limited to its equity investment, any outstanding receivables, and commitments to provide financial or operational support, if applicable.

The Company believes that its involvement with these VIEs does not expose it to losses in excess of the amounts recorded in the consolidated financial statements.

As of December 31, 2025 and 2024, the Company did not have any material variable interests in VIEs that were not consolidated.

As of December 31, 2025, the Company has identified the following variable interest entities (VIEs):

Bulk Freedom, Bulk Pride, Bulk PODS, Bulk Spirit, Bulk Independence, Bulk Friendship, Bulk Courageous, Bulk Valor, Bulk Promise, Phoenix Bulk 25, Bulk Sachuest, Bulk Prudence, Bulk Brenton, Bulk Patience, NBV, Long Wharf, NBHC, BVH, NBP, FVL, VBC, VNLN, Pangaea Logistics Solutions (US) LLC, Renaissance Holdings LLC, Strategic Alliance, Strategic Equity, Strategic Explorer, Strategic Fortitude, Strategic Harmony, Strategic Synergy, Strategic Tenacity, Strategic Unity, Strategic Venture, Strategic Endeavor, Strategic Resolve, Strategic Vision, Strategic Entity, Strategic Spirit, and Strategic Savannah.

Similarly, as of December 31, 2023, the identified VIEs are Bulk Trident, Bulk Phoenix, Bulk Freedom, Bulk Pride, Bulk PODS, Bulk Spirit, Bulk Independence, Bulk Friendship, Bulk Courageous, Bulk Valor, Bulk Promise, Phoenix Bulk 25, Bulk

Sachuest, Bulk Prudence, NBV, Long Wharf, NBHC, BVH, NBP, FVL, VBC, VNLN, and Pangaea Logistics Solutions (US) LLC.

The Company consolidates a VIE when it holds a variable interest in the entity and is the primary beneficiary.

This means the Company has (i) the authority to direct the activities that most significantly affect the VIE’s economic performance and (ii) the obligation to absorb losses or the right to receive benefits that could be significant to the VIE.

The financial position and operating results of these VIEs are included in the consolidated financial statements.

Bulk Pride, Bulk PODS, Bulk Spirit, Bulk Independence, Bulk Friendship, Bulk Courageous, Bulk Valor, Bulk Promise, Phoenix Bulk 25, Bulk Sachuest, Bulk Prudence, Bulk Brenton, Bulk Patience, NBV, Long Wharf, NBHC, BVH, NBP, FVL, VBC, VNLN, Pangaea Logistics Solutions (US) LLC, Renaissance Holdings LLC, Strategic Alliance, Strategic Equity, Strategic Explorer, Strategic Fortitude, Strategic Harmony, Strategic Synergy, Strategic Tenacity, Strategic Unity, Strategic Venture, Strategic Resolve, Strategic Vision, Strategic Entity, Strategic Spirit, and Strategic Savannah.

Similarly, as of December 31, 2024, the identified VIEs are Bulk Freedom, Bulk Pride, Bulk PODS, Bulk Spirit, Bulk Independence, Bulk Friendship, Bulk Courageous, Bulk Valor, Bulk Promise, Phoenix Bulk 25, Bulk Sachuest, Bulk Prudence, Bulk Brenton, Bulk Patience, NBV, Long Wharf, NBHC, BVH, NBP, FVL, VBC, VNLN, Pangaea Logistics Solutions (US) LLC, Renaissance Holdings LLC, Strategic Alliance, Strategic Equity, Strategic Explorer, Strategic Fortitude, Strategic Harmony, Strategic Synergy, Strategic Tenacity, Strategic Unity, Strategic Venture, Strategic Endeavor, Strategic Resolve, Strategic Vision, Strategic Entity, Strategic Spirit, and Strategic Savannah.

After eliminating any intercompany transactions and balances, the aggregate carrying values of the VIEs’ assets and liabilities in the consolidated balance sheets were as follows:

(Dollars in millions, figures may not foot due to rounding)

December 31, 2025

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Total liabilities $ 341,213 $ 39,586 $ 20,881 $ 1,863 $ 5 $ 6,248

Total stockholders' (deficit)/equity $ 7.7 $ 47.2 $ 19.3 $ — $ 0.9 $ 2.9

Total stockholders' equity $ 30,748 $ 43,680 $ 12,224 $ — $ 1,002 $ 4,501

Non-controlling interest (2)

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December 31, 2024

(Dollars in millions, figures may not foot due to rounding) Ship-owning (1)

NBHC NBV Long Wharf VLNL NBP PANL US

Ship-owning (1)

NBHC NBV Long Wharf VLNL PANL US

Total assets $ 373,481 $ 89,917 $ 42,900 $ 1,859 $ 941 $ 5,958

Total liabilities $ 365,742 $ 42,681 $ 23,641 $ 1,859 $ 17 $ 3,055

Total stockholders' (deficit)/equity $ ( 1.3 ) $ 46.2 $ 30.3 $ — $ 0.6 $ 8.5 $ 2.2

Total stockholders' equity $ 7,739 $ 47,236 $ 19,258 $ — $ 924 $ 2,904

Non-controlling interest (2)

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At December 31, fixed assets consisted of the following:

December 31, 2025 December 31, 2024

Vessels and vessel upgrades $ 815,751 $ 830,921

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At December 31, vessels under finance leases consisted of the following:

December 31, 2025 December 31, 2024

Vessels under finance lease $ 39,544 39,469

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m/v BULK PRIDE 10,698 10,678

Owned vessels

m/v BULK SPIRIT 10,682 11,961

Owned vessels

m/v BULK PATIENCE 27,066 28,240

m/v BRENTON 28,256,449 —

m/v BULK BRENTON 27,079 28,256

m/v BULK SACHUEST 15,401 15,678

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m/v STRATEGIC TENACITY 10,247 10,705

m/v STRATEGIC ENDEAVOUR 7,711,396 —

1,597,197 1,821,235

m/v STRATEGIC ENDEAVOR — 7,711

$ 669,372 $ 703,553

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(1) Vessels are owned by NBHC, a consolidated joint venture in which the Company has a two-third ownership interest at December 31, 2025 and December 31, 2024.

(2) Vessels are owned by NBP, a consolidated joint venture in which the Company has a 50 % ownership interest at December 31, 2023.

On November 6, 2024, the Company acquired the remaining 50 % interest in NBP from a non-affiliate, resulting in full ownership of NBP's fleet of four Post Panamax Ice Class 1A dry bulk vessels at December 31, 2024.

(2) Vessels are owned by NBP, a consolidated joint venture in which the Company had a 50 % ownership interest prior to November 6, 2024, at which time the Company acquired the remaining 50 % interest in NBP from a non-affiliate, resulting in full ownership of NBP's fleet of four Post Panamax Ice Class 1A dry bulk vessels at December 31, 2024.

(3) Barge is owned by a 50 % owned consolidated subsidiary.

The Company capitalized dry-docking costs on five vessels in 2024 and three vessels in 2023.

The Company capitalized drydocking costs totaling $ 17.4 million and $ 6.2 million in the twelve months ended December 31, 2025 and 2024, respectively.

The amortization period of the capitalized dry docking costs is within the remaining useful life of these vessels and is amortized over the estimated period to next drydocking.

Company capitalized drydocking costs totaling $ 6.2 million and $ 4.2 million in the twelve months ended December 31, 2024 and 2023, respectively.

These costs are recorded in Fixed assets, net or Finance lease right of use assets, net in the Consolidated Balance Sheets.

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December 31, 2025 Activity December 31, 2024

Included in Advance hire, prepaid expenses and other current assets on the consolidated balance sheets and statements of income, respectively:

MTM Ship Management (“MTM”) (ii)

$ — $ 3,789,859 $ 3,789,859

Included in accounts payable and accrued expenses on the consolidated balance sheets:

Trade payables due to Seamar (i)

$ — $ 1,181 $ ( 1,181 )

MTM Ship Management (“MTM”) (ii)

$ ( 806 ) $ ( 4,595 ) $ 3,790

Seamar Management S.A.

("Seamar") Seamar Management S.A.

("Seamar") is a joint venture of which the Company owns 51 % at December 31, 2024 and 2023.

In the second quarter of 2025 the Company consolidated Seamar Management.

Accordingly, the intercompany payable balance was eliminated upon consolidation.

A member of the Board of Directors has partial ownership in MTM Ship Management.

Under the terms of a technical management agreement between the Company and Seamar Management S.A.

(Seamar), an equity method investee, Seamar is responsible for the day-to-day operation of some of the Company’s owned vessels.

During the years ended December 31, 2024 and 2023, the Company incurred technical management fees of $ 3,250,200 and $ 3,093,000 under this arrangement, which is included in vessel operating expenses in the consolidated statements of income.

The total amounts payable to Seamar at December 31, 2024 and 2023, (including amounts due for vessel operating expenses), were $ 1,181,015 and $ 1,490,060 , respectively.

On December 30, 2024, the Company completed its merger with Strategic Shipping Inc.

(SSI), a wholly owned subsidiary of Renaissance Holdings LLC.

As part of the transaction, the Company entered into a Technical Management Agreement with MTM Ship Management (“MTM”), establishing MTM as the technical manager for certain vessels within the merged entity’s fleet.

Under the agreement, MTM Ship Management provides technical management services, including vessel maintenance, crew management, procurement, and regulatory compliance.

As of December 31, 2024, the Company had a prepaid balance amounting to $ 3,789,859 for continuous vessel management services rendered by MTM Ship Management.

This sum is recorded under Prepaid Expenses on the consolidated balance sheet.

On December 30, 2024, the Company completed its merger with Renaissance Holdings LLC, a wholly owned subsidiary of Strategic Shipping Inc.

In connection with the merger, the Company entered into a Technical Management Agreement with MTM Ship Management (“MTM”), designating MTM as the technical manager for certain vessels within the Company’s fleet.

Under this agreement, MTM provides technical management services including vessel maintenance, crew management, procurement and regulatory compliance.

For the year ended December 31, 2025 and for the period from December 30, 2024 through December 31, 2024, the Company incurred technical management fees of approximately $ 2,183 and $ 12 , respectively, under this arrangement, which are included in Vessel Operating Expenses in the Consolidated Statements of Operations.

NOTE 9 - SECURED LONG-TERM DEBT AND FINANCING OBLIGATIONS

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30,200 35,000 3.38 % June 2027

The Amended Senior Facility - Dated May 13, 2019 (formerly The Amended Senior Facility - Dated December 21, 2017) (4)

– Bulk Nordic Six Ltd.

- Tranche A (2)

— 9,033,325 N/A May 2024

– Bulk Pride - Tranche C (2)

— 1,900,000 N/A May 2024

– Bulk Independence - Tranche E (2)

— 9,500,000 N/A May 2024

$50 Million Senior Secured Term Loan Facility - Dated August 14, 2024 (4)

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Bulk Prudence 13,465 14,853 6.53 % July 2029

Pangaea Texas LLC (2)

691 — 1.74 % November 2029

Total Long-Term Debt $ 115,434 $ 131,319

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All outstanding loans are secured by the respective underlying assets.

New Long-Term Debt Issued in 2024

Long-Term Debt Activity in 2025

During the year ended December 31, 2025, the Company entered into the following new long-term debt arrangements.

Borrowings made prior to January 1, 2024, that remain outstanding as of December 31, 2024, including their terms, covenants, and repayment schedules.

$ 50 Million Senior Secured Term Loan Facility

On May 16, 2024, the Company entered into a $ 50 million Senior Secured Term Loan facility with a lender, providing committed funding for vessel acquisitions.

The following drawdowns have been made under this facility, each with a maturity date of May 2029:

Initial Drawdown:

On May 17, 2024, Bulk Endurance (MI) Corp., as the initial borrower, drew $ 17.6 million against the MV Bulk Endurance.

The loan is repayable in quarterly installments of $ 413,145 , with a balloon payment of $ 9,337,089 due at maturity in May 2029.

Interest is floating at the Secured Overnight Financing Rate (SOFR) plus 2.5 %.

Second Drawdown:

On July 19, 2024, Bulk Brenton (MI) Corp.

drew $ 15.7 million to finance the MV Bulk Brenton, which was delivered on July 26, 2024.

Repayment is structured in quarterly installments of $ 392,545 , with a final balloon payment of $ 8,216,654 due in May 2029.

The interest rate is SOFR plus 2.5 %, consistent with the initial drawdown.

Third Drawdown:

On August 14, 2024, Bulk Patience (MI) Corp.

drew $ 15.7 million for the MV Bulk Patience, delivered on August 20, 2024.

This tranche is repayable in quarterly installments of $ 372,354 , with a balloon payment of $ 8,972,626 , also due in May 2029.

The interest rate aligns with the prior tranches at SOFR plus 2.5 %.

Following the third drawdown, the Company canceled the remaining undrawn amount under the facility.

Key Financial Covenants:

• Leverage Ratio:

Maximum of 200 % consolidated leverage.

• Debt Service Coverage Ratio:

Minimum of 115 % on a rolling four-quarter basis.

• Minimum Liquidity:

At least $ 18 million in consolidated liquidity.

Minimum consolidated net worth of $ 52.25 million.

• Borrower Liquidity:

Minimum of $ 375,000 per vessel in the Borrower’s account at DNB Bank ASA.

As of December 31, 2024, the Company is in compliance with all the financial covenants.

$ 15.2 million Senior Secured Term Loan Facility

On July 17, 2024, the Company entered into a $ 15.2 million Senior Secured Term Loan facility to finance the MV Bulk Prudence, an Ultramax Bulk Carrier.

The loan is structured with quarterly installments of $ 347,000 and a final balloon payment of $ 8,607,000 due in July 2029.

Interest on the loan is based on a floating rate at SOFR plus 1.90 %.

Bulk Prudence Corp., a wholly-owned subsidiary of Pangaea Logistics Solutions Ltd., is the borrower, with Pangaea and affiliated entities acting as guarantors.

Key Financial Covenants:

• Leverage Ratio:

Maximum of 200 % consolidated leverage.

• Debt Service Coverage Ratio:

Minimum of 115 % on a rolling four-quarter basis.

• Minimum Liquidity:

At least $ 18 million in consolidated liquidity.

Minimum consolidated net worth of $ 52.25 million.

Borrowings outstanding as of December 31, 2025 that were entered into prior to January 1, 2025, including their terms, covenants and repayment schedules, are described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

$ 0.7 million Installment Sale Contract

On October 31, 2025, Pangaea Texas LLC, a wholly-owned subsidiary of the Company, entered into a $ 0.7 million installment sale contract with HOLT Texas, Ltd.

in connection with the purchase of two 2025 Caterpillar 938-14 wheel loaders.

The total amount financed under the contract was $ 705 , inclusive of taxes and fees.

The contract bears interest at a fixed annual rate of 1.74 % and is payable in 48 equal monthly installments, with a final maturity date of November 10, 2029.

Aggregate annual principal and interest payments are approximately $ 183 in 2026, 2027 and 2028, and $ 167 in 2029.

Total interest payable over the term of the contract is approximately $ 25 .

The obligations are guaranteed by the Company and certain affiliates, secured by the financed equipment, and subject to customary events of default and acceleration provisions.

The borrower may prepay in full, subject to an administrative fee.

As of December 31, 2025, the Company is in compliance with all the financial covenants.

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2026 $ 22,402

2026 16,738,201

2027 46,055,191

2028 11,422,630

2029 40,526,799

Total $ 131,319,017

Total future minimum payments 129,557

Interest ( 14,124 )

Unamortized debt issuance costs ( 1,366 )

$ 129,296,740

Total debt obligation 114,067

current portion ( 16,910 )

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Bulk Friendship Corp.

- Bareboat Charter Agreement dated May 14, 2019

— 8,471,002 N/A September 2024

Bulk Friendship Corp.

- Bareboat Charter Party dated September 30, 2024

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27,952 30,641 5.52 % June 2029

SBC Entity LLC 10,441,619 — 5.49 % August 2031

SBC Equity LLC 9,495 10,442 5.77 % August 2031

SBC Explorer LLC 8,208 9,354 5.72 % March 2030

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8,007 9,224 5.83 % July 2031

SBC Spirit Pte.

8,525 — 5.71 % July 2032

SBC Vision Pte.

8,730 — 6.07 % June 2030

Operating Leases:

369 — 7.89 % March 2034

Total $ 249,642 $ 257,184

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Financing Obligations, net $ 219,774 $ 229,530

(1) As of December 31, 2024 including the effect of interest rate cap if any.

(1) The interest rates presented above represent the effective interest rates applicable to each financing obligation as of December 31, 2025 , including the effect of interest rate caps or similar derivative instruments, where applicable.

(2) Interest rates on the loan facilities are fixed.

(3) The Company entered into an interest rate cap effective from Q2 2026 through Q4 2026, which caps the SOFR at 3.51 %.

(3) The Company entered into an interest rate cap effective from second quarter 2026 through fourth quarter 2026, which caps the SOFR at 3.51 %.

(4) On October 3, 2024, Pangaea Logistics Solutions Ltd.

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This acquisition grants Pangaea 100 % control over Nordic Bulk Partners, which previously held interests in the financing obligations for these vessels.

(5) On April 22, 2024, the Company entered into a 10-year ground lease agreement with the Tampa Port Authority.

The related obligation was recorded in other current liabilities as of December 31, 2024 and was reclassified to financing lease obligations as of December 31, 2025.

All the obligation terms and financial covenants for all outstanding financing obligations as of December 31, 2024, remain unchanged as of December 31, 2025.

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All outstanding financing obligations are secured by the respective underlying assets.

Interest Rates

The Company’s financing obligations bear interest at either fixed or variable rates.

Variable-rate borrowings are generally based on SOFR plus an applicable margin, while certain facilities bear interest at fixed rates.

As of December 31, 2025, the Company’s financing obligations bore interest at rates ranging from approximately 2.31 % to 7.89 %, excluding commitment fees and other financing costs.

The weighted average effective interest rate on the Company’s outstanding financing obligations was approximately 6.11 % as of December 31, 2025.

December 31, 2025

Weighted average effective interest rate 6.11 %

Range of interest rates (excluding commitment fees) 2.31 % - 7.89 %

New Financing Obligations in 2025

During the year ended December 31, 2025, the Company entered into the following new financing obligations.

Financing obligations recognized prior to January 1, 2024, that remain outstanding as of December 31, 2024, including their terms, payment schedules.

Bulk Friendship Corp.

Bareboat Charter Party dated September 30, 2024

In September 2024, Bulk Friendship Corp.

entered into a sale and leaseback arrangement for $ 8.0 million.

Under ASC 606, the transaction did not qualify as a sale, as control of the vessel was not transferred to the counterparty.

Consequently, the transaction is classified as a financing obligation in accordance with ASC 842, due to the inclusion of a fixed-price purchase option, which the Company expects to exercise.

The minimum payments consist of a fixed component of $ 50,000 per month and a floating component based on one-month SOFR plus a margin of 1.9 %.

The Company has the option to purchase the vessel after the 18th month or at any point upon counterparty default.

If not exercised earlier, a final purchase option allows the Company to acquire the vessel at the end of the five-year term for $ 5.0 million.

Bulk Independence Corp.

Bareboat Charter Party dated December 2024

In December 2024, Bulk Independence Corp.

entered into a sale and leaseback transaction for the m.v.

Bulk Independence as part of an $ 8.5 million financing arrangement with a lender.

Under ASC 606, the transaction did not qualify as a sale since control of the vessel was not transferred to the lessor.

As such, the transaction is not accounted for as a lease under ASC 842.

Instead, it is classified as a financing obligation due to the inclusion of a fixed-price purchase option that the Company intends to exercise.

The financing arrangement includes a bareboat charter agreement, which grants the Company full operational control of the vessel.

The minimum payments consist of a fixed monthly amount and a floating component based on the one-month SOFR plus a 1.85 % margin.

The Company has the option to purchase the vessel at specified intervals during the term, including an early purchase option after a defined period and a final purchase option of $ 2.5 million at the conclusion of the term.

Additionally, the agreement comprises a Mortgage, Bareboat Charter and Guarantee Assignment, and Insurance Assignment, under which the Owner has assigned all rights under the Bareboat Charter to the lender.

Bulk Pride Corp.

Bareboat Charter Party dated December 2024

In December 2024, Bulk Pride Corp.

entered into a sale and leaseback transaction for the m.v.

Bulk Pride as part of an $ 8.5 million financing arrangement with a lender.

Under ASC 606, the transaction did not qualify as a sale since control of the vessel was not transferred to the lessor.

As such, the transaction is not accounted as a lease under ASC 842.

Instead, it is classified as a financing obligation due to the inclusion of a fixed-price purchase option that the Company intends to exercise.

The financing arrangement includes a bareboat charter agreement, granting the Company full operational control of the vessel.

The minimum payments consist of a fixed monthly amount and a floating component based on the one-month SOFR plus a 1.85 % margin.

The Company has the option to purchase the vessel at predetermined intervals throughout the financing arrangement, including an early purchase option after a defined period and a final purchase option of $ 2.5 million at the conclusion of the financing term.

Renaissance Holdings LLC

On December 30, 2024, the Company finalized the acquisition of fifteen handy-size dry bulk vessels from Strategic Shipping Inc.

(“SSI”) and integrated them into its fleet.

In line with the transaction, and pursuant to the Agreement and Plan of Merger among the Company, SSI, Renaissance Holdings LLC (a fully-owned subsidiary of SSI), and Renaissance Merger Sub LLC (a fully-owned subsidiary of the Company), the Company took on finance obligation liabilities amounting to $ 100,049,293 .

The table below outlines the assumed finance obligations:

Balance as of 12/31/2024 Interest Rate Maturity Date

Tripartite Agreement (m/v Strategic Alliance, m/v Strategic Synergy, Strategic Unity) (2)

$ 30,640,920 2.05 % + Fixed rate 3.47 %

SBC Entity LLC 10,441,619 2.00 % + floating 1M SOFR

SBC Explorer LLC 9,354,155 2.00 % + floating 1M SOFR

RHI Fortitude Pte.

10,600,000 2.00 % + floating 1M SOFR

SBC Harmony Pte.

10,960,000 2.10 % + floating 1M SOFR

RHI Savannah Pte.

9,390,000 2.00 % + floating 1M SOFR

September 2029

RHI Tenacity Pte.

9,438,688 Fixed interest rate 2.31 %

SBC Venture Pte.

9,223,910 2.10 % + floating 1M SOFR

Total $ 100,049,292

Financing obligations recognized prior to January 1, 2025 that remain outstanding as of December 31, 2025 are included in the table above.

Strategic Spirit Bareboat Charter Party dated June 2025

In June 2025, the Company entered into a memorandum of agreement and a related seven-year bareboat charter arrangement in connection with the acquisition of the Strategic Spirit for $ 10.0 million.

Under the charter, the Company pays fixed hire of $ 0.095 million per month, plus interest on the declining balance at one-month CME Term SOFR plus 1.95 %, subject to a zero floor.

A $ 1.0 million deposit was paid and will be applied against the purchase price upon exercise of the purchase option.

Under ASC 606, the transaction did not qualify as a sale as control of the vessel was not transferred.

Accordingly, the arrangement is accounted for as a financing obligation under ASC 842.

The Company may purchase the vessel after the second year of the charter period at a declining purchase price ranging from $ 7.7 million at the end of year two to $ 2.0 million at the end of year seven.

Strategic Vision Bareboat Charter Party dated September 2025

In September 2025, the Company entered into a memorandum of agreement and a related five-year bareboat charter arrangement in connection with the acquisition of the Strategic Vision for $ 10.0 million.

Under the charter, the Company pays fixed hire of $ 0.27 million per quarter, plus interest at 1.95 % per annum over three-month compounded SOFR, subject to a zero floor.

A $ 1.0 million deposit was paid and is applied against the purchase price upon exercise of the purchase option.

Under ASC 606, the transaction did not qualify as a sale as control of the vessel was not transferred.

Accordingly, the arrangement is accounted for as a financing obligation under ASC 842.

The Company may purchase the vessel after the second year of the charter period at a price equal to the outstanding balance under the agreed repayment schedule.

All contracts previously classified as leases are accounted for as financing obligations under ASC 842 due to the inclusion of fixed-price purchase commitments at the end of the contract terms.

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Interest expense associated with these financing obligations is recognized using the effective interest method over the term of the contract.

The following table presents the schedule of future minimum payments for the financing obligations:

Future Minimum Payments under Financing Obligations:

Year ending December 31,

2026 $ 43,456

2026 40,989,851

2027 48,611,690

2028 43,711,389

2029 56,257,108

Thereafter 94,808

Total Present Value of Minimum Payments 347,232,535

Total future minimum payments 322,449

Amount representing interest ( 72,807 )

Present value of minimum payments 249,642

Issuance costs ( 2,387,007 )

Present value of minimum payments, net 254,796,897

Unamortized issuance costs ( 1,972 )

Current portion of financing obligations ( 27,896 )

Non-current portion of financing obligations $ 229,529,792

Financing obligations, net of current portion $ 219,774

NOTE 10 - FINANCE LEASES

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Bulk PODS Ltd.

$ 2,919,270 $ 4,763,020 7.33 % December 2027

$ 1,076 $ 2,919 7.33 % August 2026

Bulk Nordic Five Ltd.

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Secured long-term debt, net $ 8,395 $ 10,434

(1) As of December 31, 2025.

(2) Interest rates on the loan facilities are fixed.

(3) On January 13, 2026, the Company exercised its purchase option under the Bulk PODS financing arrangement.

The transaction is expected to close on March 16, 2026 for approximately $ 1.3 million, and no gain or loss was recognized.

No amendments or modifications to the outstanding finance leases listed in the table above occurred during the year 2025.

2 unchanged sentences

Year ending December 31,

2025 $ 3,558,294

2026 2,553,912

2027 1,320,923

2028 7,595,976

Total minimum lease payments $ 11,466

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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.

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

The third party has committed to contribute additional funding during the construction phase, which increased their ownership of NBP to 50 % at the time of delivery of the new-build ice class post Panamax vessels.

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Pursuant to ASC 480, Distinguishing Liabilities from Equity, the Company has recorded the third party's interest in NBP as a Long term liabilities - Other.

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 of $ 9.2 million which

increased their ownership interest in NBP to 50 % at December 31, 2021.

As of December 31, 2023, the independent third party retains a 50 % ownership interest in NBP.

4 unchanged sentences

This acquisition grants Pangaea 100 % control over Nordic Bulk Partners, which previously held interests in the financing obligations for Nordic Nuluujaak, Nordic Qinngua, Nordic Sanngijuq and Nordic Siku.

Following the acquisition, the Company recognized a $ 1,963,602 early debt extinguishment charge, recorded under interest expense in the consolidated income statement for the year ended December 31, 2024.

The components of Other Long-term Liabilities are as follows:

12/31/2024 12/31/2023

Beginning Balance $ 17,936,540 $ 19,974,390

Payments to non-controlling interest recorded as long-term liability ( 21,039,558 ) ( 2,500,000 )

Earnings attributable to non-controlling interest recorded as interest expense 3,103,018 462,150

Ending balance $ — $ 17,936,540

Following the acquisition, the Company recognized a $ 2.0 million early debt extinguishment charge, recorded under interest expense in the consolidated income statement for the year ended December 31, 2024.

As of December 31, 2024, and 2025, no related debt balances remained outstanding.

NOTE 12 - COMMITMENTS AND CONTINGENCIES

Long-term Contracts Accounted for as Operating Leases

The Company leases office space for its Copenhagen operations.

The lease expires in December 2025, at which time the lease continues on a month to month basis with a non-cancelable period of six months .

The Company leases office space for its Singapore operations.

In July 2023, the Company renewed its lease for a two year period.

At December 31, 2024, the remaining lease term is eight months .

For the twelve months ended December 31, 2024 and 2023, the Company recognized approximately $ 0.2 million as lease expense for office leases in General and Administrative Expenses.

The Company has operating leases for office facilities in various locations.

These leases generally have remaining terms ranging from 9 months to 60 months, some of which include options to extend or terminate.

The Company’s lease agreements do not contain material residual value guarantees or restrictive covenants.

The weighted-average remaining lease term:

The following table summarizes the Company’s office lease commitments as of December 31, 2025.

Location Remaining lease Term (as of December 31, 2025)

Undiscounted Payments

Copenhagen, Denmark 12 months $ 123

Singapore 11 months $ 68

Connecticut, U.S.

60 months $ 406

Greece 9 months $ 123

Total undiscounted lease payments $ 720

For the twelve months ended December 31, 2025 and 2024, the Company recognized approximately $ 443 and $ 198 , respectively, as lease expense for office leases in General and Administrative Expenses.

The following table summarizes the Company’s future minimum lease payments for office leases as of December 31, 2025.

Year ending December 31, Amount

Legal Proceedings and Claims

2 unchanged sentences

While the ultimate outcome of these matters could affect the results of operations of any one year, and while there can be no assurance with respect thereto, management believes that after final disposition, any financial impact to the Company would not be material to its consolidated financial position, results of operations, or cash flows.

NOTE 13 - STOCKHOLDERS' EQUITY

Share Repurchase Program

On May 8, 2025, the Company’s Board of Directors authorized a share repurchase program for up to $ 15.0 million of the Company’s common stock, representing approximately 5.6 % of its market capitalization as of that date.

Repurchases may be made from time to time in open market transactions or privately negotiated purchases, depending on market conditions, capital needs, and other strategic considerations.

The program may be modified, suspended, or terminated at any time.

During the fiscal year 2025, the Company repurchased and retired 603,631 shares of its common stock at an average price of $ 4.94 per share, for an aggregate cost of approximately $ 3.0 million.

The shares were acquired in open market transactions and retired immediately upon settlement.

The repurchase was funded with available cash on hand.

The repurchase and retirement of shares resulted in a reduction to the Common Stock and Additional Paid-in Capital (APIC) accounts, with the excess purchase price over par value allocated to APIC.

The impact of the repurchase is reflected in the accompanying Consolidated Statement of Stockholders’ Equity for the twelve months ended December 31, 2025, and the cash outflow is reported in financing activities in the Consolidated Statement of Cash Flows.

As of December 31, 2025, approximately $ 12.0 million remained available under the repurchase program.

Dividends Paid

Total cash dividends paid were approximately $ 16.3 million and $ 18.7 million for the year ended December 31, 2025 and 2024.

Changes in Outstanding Shares

The following table summarizes changes in the number of shares of common stock outstanding for the year ended December 31, 2025:

Description Number of Shares

Shares outstanding at December 31, 2024

Shares issued (e.g., equity grants) 661,504

Share forfeitures ( 45,318 )

Shares repurchased and retired ( 603,631 )

Shares outstanding at December 31, 2025

NOTE 14 - NET INCOME PER COMMON SHARE

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The Company has 100,000,000 shares of common stock ($ 0.0001 par value) authorized, of which 64,973,988 were issued as of December 31, 2025.

Restricted Securities

On August 8, 2024, the Company's shareholders approved an amendment and restatement of the 2024 Plan that was adopted by the Board on May 7, 2024.

The PANGAEA LOGISTICS SOLUTIONS LTD.

2024 SHARE INCENTIVE PLAN (as amended and restated by the Board of Directors on May 7, 2024), (the "Amended Plan"), the aggregate number of common shares with respect to which awards may be granted under the Amended Plan, such that the total number of shares made available for grant is 6,200,000 .

As of December 31, 2024, there were 926,531 common shares available for grants of awards under the 2014 Incentive Plan.

At December 31, 2024, shares issued to employees under the Amended Plan totaled 3,930,432 after forfeitures.

These restricted shares vest at the rate of one-third of the total granted on each of the third, fourth and fifth anniversaries of the vesting commencement date.

The Company is amortizing these grants over the applicable vesting periods.

The Company has elected to recognize forfeitures as they occur.

2024 Share Incentive Plan

On May 7, 2024, the Board of Directors adopted an amendment and restatement of the Pangaea Logistics Solutions Ltd.

2024 Share Incentive Plan (the “Amended Plan”), which was approved by the Company’s shareholders on August 8, 2024.

The Amended Plan increased the aggregate number of common shares available for issuance under the plan to 8,200,000 authorized shares.

As of December 31, 2025, 2,310,345 common shares remained available for future grants under the 2024 Share Incentive Plan.

As of December 31, 2025, a total of 5,889,655 shares had been granted under the Amended Plan, net of forfeitures.

Awards granted to employees generally vest one-third on each of the first, second and third anniversaries of the vesting commencement date, subject to continued service.

Awards granted to members of the Board of Directors vest immediately on the grant date.

The Company recognizes compensation expense over the applicable vesting periods and accounts for forfeitures as they occur.

Total non-cash compensation cost recognized during the years ended December 31, 2025 and 2024 is $ 4,111 and $ 2,788 , respectively, which is included in general and administrative expenses in the consolidated statements of operations.

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Vested ( 546,822 ) $ 3.81

Forfeited ( 14,168 ) $ 3.04

Unvested shares at December 31, 2024

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Vested ( 544,821 ) $ 4.74

Forfeited ( 45,318 ) $ 5.45

Unvested shares at December 31, 2025

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Weighted average remaining period to expense restricted shares (years) 1.62 2.80

Dividends Payable

Dividends payable consist of the following:

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These restrictions do not prevent the parent company from declaring and paying dividends on its common stock.

During 2024 and 2023, the quarterly cash dividend was $ 0.10 per share, respectively.

The Company paid a quarterly cash dividend ranging from $ 0.035 to $ 0.10 per common share commencing in May 2019 and expects to maintain its quarterly dividend of $ 0.10 per share throughout 2025.

Future dividends will depend on the Company’s earnings, capital requirements, financial condition and other factors considered relevant by the Board.

Dividend Policy

During the years ended December 31, 2025 and 2024, the Company declared quarterly cash dividends ranging from $ 0.05 to $ 0.10 per common share.

Although the Company intends to continue paying quarterly dividends, including a quarterly dividend of $ 0.05 per common share in 2026, the declaration, timing and amount of future dividends remain subject to the discretion of the Board of Directors and will depend on the Company’s results of operations, capital requirements, financial condition, contractual restrictions and other factors the Board may deem relevant.

Noncontrolling Interests

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NOTE 16 - ACQUISITIONS

2024 Acquisition

Merger Agreement with Strategic Shipping Inc.

On December 30, 2024 (the “Closing Date”), Pangaea Logistics Solutions Ltd.

acquired fifteen handy-size dry bulk vessels (“Renaissance Vessels”) from Strategic Shipping Inc.

(SSI) through the Merger Agreement with SSI.

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

Prior to the Closing of the Merger, SSI effected a reorganization pursuant to which the ownership interests of certain of SSI’s subsidiaries (the “Subsidiaries”) were transferred and/or contributed to Renaissance.

After the completion of the Reorganization, the Subsidiaries of Renaissance owned or chartered-in all Renaissance Vessels.

In connection with the Merger, the Company issued 18,059,342 shares of its common stock to SSI, representing approximately 27.6 % of the Company’s outstanding common stock post-transaction, and assumed $ 100 million in loans and lease liabilities related to the Renaissance Vessels.

At the Closing Date, the Company also remitted to SSI $ 6.8 million in cash (the “Closing Adjustment”), estimated based on the terms of the Merger Agreement, which includes primarily the carrying value of the bunker inventories and unused lubricants, prepaid principal and interest on the loans assumed by the Company, and was reduced by the estimated profit from the voyages in progress at the Closing Date.

The Company’s shareholders approved the share issuance in accordance with Nasdaq rules.

The issued shares were exempt from registration under the Securities Act of 1933.

The Company and SSI also entered into an Investor and Registration Rights Agreement, granting SSI resale registration rights and the right to designate up to two members on the Company’s Board of Directors.

Following the guidelines of ASC 805, Business Combinations (“ASC 805”), the Merger was determined not to meet the requirements of a business combination.

As of the Closing Date, over 90 % of the estimated fair value of Renaissance’s total assets acquired, were comprised of similar vessels with similar risk characteristics and inventories on board these vessels.

As a result, the Merger was accounted for as an acquisition of Renaissance by the Company under the asset acquisition method of accounting in accordance with U.S.

GAAP, which values the acquired assets and liabilities at the cost of the acquisition, including transaction costs, on the basis of their relative fair values.

The Company was treated as the acquirer for accounting purposes.

The total purchase consideration of $ 202.9 million, which consists of $ 91.0 million related to the fair value of the common stock issued to SSI, 100.0 million in assumed liabilities at their fair value, $ 9.2 million related to the Closing Adjustment and $ 2.7 million in acquisition costs, was allocated to the assets acquired based on their relative fair values at the time of acquisition.

The Company measured the fair value of the shares issued as consideration in the acquisition of the assets based on the stock price at the Closing Date.

The Closing Adjustment allocated to the purchased assets excluded the estimated profit from the voyages in progress at the Closing date and to be completed post-closing.

This estimated profit totaling $ 2.4 million was recorded as deferred revenue.

When determining the fair value of tangible assets acquired, the Company estimated the cost to replace Renaissance Vessels with a new asset, taking into consideration such factors as age, condition and the economic useful life of the asset.

The fair value of the bunker and lube inventories was determined based on the market price per metric ton.

Transaction costs directly related to the acquisition of the assets have been capitalized.

The total consideration was preliminarily allocated on a relative fair value basis to the assets acquired, as follows (in millions):

(in millions) December 30, 2024

On December 30, 2024, Pangaea Logistics Solutions Ltd.

(the “Company”) completed the acquisition of fifteen handy-size dry bulk vessels (the “Renaissance Vessels”) from Strategic Shipping Inc.

(“SSI”) pursuant to a merger agreement.

Following a pre-closing reorganization by SSI, the acquired entity owned or chartered-in the Renaissance Vessels, and became a wholly-owned subsidiary of the Company upon closing.

In connection with the transaction, the Company:

• Issued 18,059,342 shares of its common stock to SSI, representing approximately 27.6 % of the Company’s outstanding common stock immediately following the transaction,

• Assumed approximately $ 100.0 million of existing loan and lease liabilities related to the vessels, and

• Paid a net cash closing adjustment of approximately $ 9.2 million.

Total consideration transferred was approximately $ 202.9 million, consisting of:

December 30, 2024

Renaissance Vessels $ 197,049

7 unchanged sentences

Total consideration $ 202,926

Acquisition of Port and Terminal Operation.

On March 24, 2023, the Company signed a Members Interest Purchase Agreement for the acquisition of marine port terminal operations for a purchase price of $ 7.2 million.

On June 1, 2023, the Company completed the acquisition for a total purchase price of $ 9.3 million including acquired net working capital.

Under the terms of the agreement, Pangaea acquired all onshore assets, licenses and business operations related to the sellers terminal operation.

This acquisition aims to enhance our logistics capabilities and aligns with our strategic objective of catering to customers beyond the realm of maritime transportation.

The following table summarizes the preliminary allocation of the purchase price to the estimated fair values of the assets acquired and liabilities assumed:

Net working capital, excluding cash $ 1,772,889

Property, plant and equipment 1,844,100

Goodwill 3,104,800

Other intangible assets 2,251,100

Fair value of net assets acquired, excluding cash and cash equivalents 8,972,889

Cash and cash equivalents 326,888

Fair value of net assets acquired $ 9,299,777

The fair value of the common stock issued was determined based on the Company’s closing stock price on the acquisition date.

Accounting Treatment

The transaction was evaluated under ASC 805, Business Combinations.

The Company concluded that substantially all of the fair value of the acquired gross assets was concentrated in a group of similar identifiable assets (the vessels and related onboard inventories).

Accordingly, the transaction did not meet the definition of a business combination and was accounted for as an asset acquisition under U.S.

Under the asset acquisition method, total consideration, including transaction costs, was allocated to the acquired assets and assumed liabilities on a relative fair value basis.

No goodwill was recognized.

When estimating the fair value of the vessels, the Company considered replacement cost adjusted for age, condition and remaining useful life.

Bunker and lube inventories were valued based on market prices at the acquisition date.

A portion of the closing adjustment related to estimated profits from voyages in progress at the acquisition date.

The estimated profit of approximately $ 2.4 million was excluded from the purchase price allocation and recorded as deferred revenue, to be recognized as revenue upon completion of the related voyages.

Investor Rights

In connection with the transaction, the Company and SSI entered into an Investor and Registration Rights Agreement, pursuant to which SSI received customary resale registration rights and the right to designate up to two members to the Company’s Board of Directors.

NOTE 17 – SEGMENT REPORTING

The Company's shipping segment focuses on providing seaborne dry bulk logistics and transportation services.

This segment's goal is to generate both current income and capital appreciation through voyage and time charter agreements.

Vessels that are owned or chartered by the Company operate globally, resulting in voyage and charter revenues from various geographic regions.

The CEO, acting as the Chief Operating Decision Maker (CODM), assesses profitability and asset performance using Time Charter Equivalent (TCE) rates.

The primary expense analyzed by the CODM is voyage expenses, which are reported separately in the Consolidated Statements of Income.

The following tables present selected financial information with respect to our reportable segment:

The Company operates through multiple operating segments, which are determined based on the manner in which the Chief Operating Decision Maker (“CODM”) evaluates performance and allocates resources.

The Company’s operating segments include the shipping segment and six terminal and stevedoring operating segments.

The CODM, who is the Company’s Chief Executive Officer, regularly reviews internal management reports containing financial information for each operating segment.

Although the Company manages multiple operating segments, only one segment, the shipping segment, meets the quantitative thresholds for separate disclosure as a reportable segment under ASC 280-10-50-12.

As such, the shipping segment is presented as the Company’s sole reportable segment.

This segment provides seaborne dry bulk logistics and transportation services globally, primarily through voyage and time charter arrangements.

Revenue is generated from the transportation of dry bulk cargoes using vessels that are either owned or chartered by the Company.

The CODM evaluates segment performance and allocates resources primarily based on Time Charter Equivalent (“TCE”) revenues, which are calculated as voyage and charter revenues less voyage expenses.

TCE is a non-GAAP performance measure widely used in the shipping industry and is considered by management to be the key indicator of vessel operating performance.

In assessing performance and making resource allocation decisions, the CODM reviews both segment-level results and the Company’s consolidated financial results, which are prepared in accordance with U.S.

The following tables present selected financial information for the Company’s reportable segment.

December 31, 2025 December 31, 2024

10 unchanged sentences

Voyage expense 283,679 237,479

TCE revenue (2)

Net TCE revenue (2)

333,126 286,286

Reconciliation:

Charter hire expense 129,735 130,764

Vessel operating expenses 94,948 55,544

Other operating expenses 67,499 51,530

3 unchanged sentences

(2) TCE revenue represents shipping segment total revenue less voyage expenses and is considered the segment measure of profit/loss.

At the end of the years December 31, 2024, and December 31, 2023, the Company recorded net other operating expenses of $ 237.84 million and $ 219.24 million , respectively.

These expenses include all other revenue, vessel operating costs, charter hire expenses, general and administrative costs, and depreciation and amortization.

Additionally, other expenses totaled $ 16.68 million and $ 16.08 million for the years ended December 31, 2024, and December 31, 2023, respectively, primarily comprising interest expenses and other non-operating costs.

For the year ended December 31, 2024, the Company reported total consolidated net income of $ 31.77 million and $ 28.54 million for the prior year.

Additionally, other expenses totaled $ 20,777 and $ 16,679 for the years ended December 31, 2025 , and December 31, 2024 , respectively, primarily comprising interest expenses and other non-operating costs.

For the year ended December 31, 2025 , the Company reported total consolidated net income of $ 20,167 and $ 31,769 for the prior year.

Geographical Disclosure

10 unchanged sentences

Revenue is presented geographically based on the customer's country of domicile.

For the year ended December 31, 2024, one customer accounted for 10 % or more of total revenue.

For the year ended December 31, 2023, two customers accounted for 10 % or more of total revenue.

For the year ended December 31, 2025, no customer accounted for 10 % or more of total revenue.

For the year ended December 31, 2024, one customers accounted for 10 % or more of total revenue.

The Company’s vessels regularly move between countries in international waters, over hundreds of trade routes and, as a result, the disclosure of geographic information is impracticable.

3 unchanged sentences

Interest expense $ 24,006 $ — $ 24,006 $ 17,073 $ — $ 17,073

Interest income $ ( 1,630 ) $ ( 2 ) $ ( 1,632 ) $ ( 3,023 ) $ — $ ( 3,023 )

Depreciation and amortization $ 42,336 $ 139 $ 42,475 $ 30,042 $ 334 $ 30,376

30,041,771 333,950 30,375,721 29,513,633 556,762 30,070,395

Other non-recurring items — — — 1,738,511 — 1,738,511

Segment assets $ 903,353 $ 24,743 $ 928,096 $ 730,728 $ 205,729 $ 936,457

The Company incurred Capital expenditures of $260,996,761 and $31,418,327 for shipping segment assets for the years ended December 31, 2024 and 2023, respectively.

Capital expenditures $ 19,583 $ 4,299 $ 23,882 $ 260,997 $ 167 $ 261,164

Investment in equity method investees (1)

$ — $ 2,552 $ 2,552 $ — $ 2,396 $ 2,396

(1) The amounts presented represent the carrying value of the Company’s investments in equity method investees included in the consolidated balance sheets as of December 31, 2025 and 2024.

NOTE 18 - SUBSEQUENT EVENTS

On February 13, 2025, the Company's Board of Directors declared a quarterly cash dividend of $ 0.10 per common share, to be paid on March 14, 2024, to all shareholders of record as of February 28, 2025.

Pursuant to the requirements of the Section 13 or 15 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on March 17, 2025.

PANGAEA LOGISTICS SOLUTIONS LTD.

Chief Executive Officer

(Principal Executive Officer)

/s/ Gianni Del Signore

Gianni Del Signore

Chief Financial Officer

(Principal Financial and Accounting Officer)

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Mark L.

Filanowski and Gianni DelSignore and each of them, as attorney-in-fact with full power of substitution and re-substitution, for him or her and in his or her name, place or stead, in any and all capacities, to sign any and all amendments to this annual report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this annual report on Form 10-K has been signed by the following persons in the capacities and on the dates indicated.

Signature Title Date

Filanowski Chief Executive Officer and Director March 17, 2025

Filanowski (Principal Executive Officer)

/s/ Gianni DelSignore Chief Financial Officer, Principal March 17, 2025

Gianni DelSignore Financial and Accounting Officer

/s/ Carl Claus Boggild Director March 17, 2025

Carl Claus Boggild

/s/ Richard T.

du Moulin Chairman of the Board, Director March 17, 2025

/s/ Anthony Laura Director March 17, 2025

Anthony Laura

Rosenfeld Director March 17, 2025

Sgro Director March 17, 2025

Beachy Director March 17, 2025

/s/ Christina Tan Director March 17, 2025

Christina Tan

/s/ Gary Vogel Director March 17, 2025

On February 5, 2026, the Company's Board of Directors declared a quarterly cash dividend of $ 0.05 per common share paid on March 13, 2026, to all shareholders of record as of February 27, 2026.

On February 27, 2026, the Company entered into a memorandum of agreement to sell the M/V Bulk Xaymaca for $ 9.6 million.

The vessel is expected to be delivered in May 2026.

On January 13, 2026, the Company exercised its purchase option under the Bulk PODS financing arrangement.

The transaction closed on March 16, 2026 for approximately $ 1.3 million, and no gain or loss is expected to be recognized upon closing.

3.1 Certificate of Incorporation of the Company, as amended (incorporated by reference to Exhibit 3.1 of the Registrant's Current Report on Form S-1 filed on February 4, 2015).

21 unchanged sentences

Loan and Security Agreement dated as of October 13, 2022 (incorporated by reference to Exhibit 10.17 of Registrant's Current Report on Form 10-K dated March 15, 2022).

10.14 $50 Million Senior Secured Term Loan Facility

10.13 $50 Million Senior Secured Term Loan Facility (incorporated by reference to Exhibit 10.1, 10.2 and 10.3 of Registrant's Current Report on Form 10-Q filed on November 12, 2024)

10.14 Bulk Prudence Corp.

Facility Agreement Loan Facility

Facility Agreement Loan Facility (incorporated by reference to Exhibit 10.4 of Registrant's Current Report on Form 10-Q )

10.15 Agreement and Plan of Merger (incorporated by reference to Exhibit 2.1 of Registrant's Current Report on Form 8-K filed on September 24, 2024)

10.17 Investor and Registration Right Agreement *

14.1 Code of Ethics *

10.16 Investor and Registration Right Agreement (incorporated by reference to Exhibit 10.17 of Registrant's Current Report on Form 10-K filed on March 17, 2025)

19.1 Pangaea Logistics Solutions Ltd.

1 unchanged sentence

21.1 Subsidiaries of Pangaea Logistics Solutions Ltd.*

23.1 Consent of Deloitte & Touche LLP.*

23.2 Consent of Grant Thornton LLP.*

14 unchanged sentences

* Filed herewith

FORM 10-K SUMMARY

PANGAEA LOGISTICS SOLUTIONS LTD.

/s/ Mads Boye Petersen

Mads Boye Petersen

Chief Executive Officer

(Principal Executive Officer)

/s/ Gianni Del Signore

Gianni Del Signore

Chief Financial Officer

(Principal Financial and Accounting Officer)

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Mads Boy Petersen and Gianni DelSignore and each of them, as attorney-in-fact with full power of substitution and re-substitution, for him or her and in his or her name, place or stead, in any and all capacities, to sign any and all amendments to this annual report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this annual report on Form 10-K has been signed by the following persons in the capacities and on the dates indicated.

Signature Title Date

/s/ Mads Boye Petersen Chief Executive Officer and Director March 16, 2026

Mads Boye Petersen (Principal Executive Officer)

/s/ Gianni DelSignore Chief Financial Officer, Principal March 16, 2026

Gianni DelSignore Financial and Accounting Officer

/s/ Carl Claus Boggild Director March 16, 2026

Carl Claus Boggild

/s/ Richard T.

du Moulin Chairman of the Board, Director March 16, 2026

/s/ Anthony Laura Director March 16, 2026

Anthony Laura

Rosenfeld Director March 16, 2026

Sgro Director March 16, 2026

Beachy Director March 16, 2026

/s/ Gary Vogel Director March 16, 2026

/s/ Paul M Leand Jr.

Director March 16, 2026

/s/ Eugene Davis I Director March 16, 2026

Eugene Davis I

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 9A. Controls and Procedures