Pangaea Logistics Solutions Ltd. 10-K

ITEM 9A. CONTROLS AND PROCEDURES. Evaluation of Disclosure Controls and Procedures 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 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 Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all fraud due to inherent limitations of internal controls. Because of such limitations, there is a risk that material misstatements will not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk. Management's Report on Internal Controls Over Financial Reporting 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. GAAP”). 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. Item 15. Exhibits and Financial Statement Schedules under the heading, “Report of Independent Registered Public Accounting Firm.” 76 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 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. 77 ITEM 9B. OTHER INFORMATION. None . 78 ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS. None. 79 PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The information required to be disclosed under this Item 10 is incorporated herein by reference to the Company’s definitive proxy statement, which will be filed with the Commission pursuant to Regulation 14A within 120 days following the end of the Company’s most recent fiscal year (the “2026 Proxy Statement”). Information relating to our Code of Ethics and our Insider Trading Policy and Procedures is included as Exhibit 19.1 to this Report. We intend to satisfy the disclosure requirements under Item 5.05 of Form 8-K regarding amendment to, or waiver from, a provision of the Code of Ethics for our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions by posting such information on our website, https://www.pangaeals.com. ITEM 11. EXECUTIVE COMPENSATION Information regarding compensation of our executive officers is incorporated by reference to the text set forth in the 2026 Proxy Statement under the heading “Executive Compensation.” 80 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT, AND RELATED STOCKHOLDER MATTERS Information regarding the beneficial ownership of shares of our common stock by certain persons is incorporated by reference to the text set forth in the 2026 Proxy Statement under the heading “Security Ownership of Certain Beneficial Owners and Management.” ITEM 13. CERTAIN RELATIONSHIPS, RELATED PARTY TRANSACTIONS AND DIRECTOR INDEPENDENCE Information regarding certain of our transactions and director independence is incorporated by reference to the text set forth in the 2026 Proxy Statement under the heading “Certain Relationships and Related Transactions” and “Director Independence.” ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES Information regarding our accountant fees and services is incorporated by reference to the text set forth in the 2026 Proxy Statement under the heading “Ratification of Appointment of Independent Auditors.” PART IV 81 ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES Contents Page Report of Independent Registered Public Accounting Firm (Deloitte & Touche LLP, PCAOB ID 34 ) F- 1 Report of Independent Registered Public Accounting Firm (Grant Thornton LLP , PCAOB ID 248 ) F -5 Consolidated Financial Statements: Consolidated Balance Sheets F- 5 Consolidated Statements of Income F- 6 Consolidated Statements of Changes in Stockholders' Equity F- 7 Consolidated Statements of Cash Flows F- 8 Notes to Consolidated Financial Statements F- 9 82 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; (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. F-1 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. 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. F-2 ◦ 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 . F-3 Report of Independent Registered Public Accounting Firm Board of Directors and Stockholders Pangaea Logistic Solutions Ltd. Opinion on the financial statements 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 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 the financial statements are free of material misstatement, whether due to error or fraud. 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 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 served as the Company’s auditor from 2013 to 2025 Boston, Massachusetts March 17, 2025 F-4 Pangaea Logistics Solutions Ltd. Consolidated Balance Sheets As of December 31, 2025 and 2024 (U.S. Dollars in thousands, except for share and per share data) December 31, 2025 December 31, 2024 Assets Current Assets Cash and cash equivalents $ 103,054 $ 86,805 Accounts receivable (net of allowance of $ 6,017 and $ 5,493 at December 31, 2025 and 2024, respectively) 55,854 42,371 Inventories 28,389 32,848 Advance hire, prepaid expenses and other current assets 28,478 29,969 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 677,518 707,826 Finance lease right of use assets, at cost, net of accumulated depreciation of $ 12,678 and $ 10,698 at December 31, 2025 and 2024, respectively 26,866 28,772 Goodwill 3,105 3,105 Other Non-current Assets 4,561 4,761 Total assets $ 928,096 $ 936,457 Liabilities and stockholders' equity Current liabilities Accounts payable, accrued expenses and other current liabilities $ 54,257 $ 46,582 Related party payable 806 1,181 Deferred revenue 24,891 15,447 Current portion of long-term debt 16,910 16,576 Current portion of financing obligations 27,896 25,267 Current portion of finance lease liabilities 2,076 2,844 Dividends payable 1,198 1,211 Total current liabilities 128,034 109,108 Secured long-term debt, net 97,157 112,721 Financing Obligations, net 219,774 229,530 Finance lease liabilities, net 8,395 10,434 Commitments and contingencies - Note 12 Stockholders' equity: 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 7 6 Additional paid-in capital 257,072 258,660 Retained Earnings 172,255 169,155 Total Pangaea Logistics Solutions Ltd. equity 429,333 427,822 Non-controlling interests 45,403 46,843 Total stockholders' equity 474,736 474,664 Total liabilities and stockholders' equity $ 928,096 $ 936,457 The accompanying notes are an integral part of these consolidated financial statements F-5 Pangaea Logistics Solutions Ltd. Consolidated Statements of Operations for the Years Ended December 31, 2025 and 2024 ( U.S. Dollars in thousands, except for share and per share data ) Years ended December 31, 2025 2024 Revenues (net): Voyage revenue $ 577,547 $ 494,107 Charter revenue 39,258 30,326 Terminal & stevedore revenue 15,236 12,103 Total revenue 632,041 536,536 Operating expenses: Voyage expense 283,679 237,479 Charter hire expense 129,735 130,764 Terminal & stevedore expenses 12,189 9,299 Vessel operating expenses (1) 94,948 55,544 General and administrative 31,071 24,626 Depreciation and amortization 42,475 30,376 Gain on sale of vessels ( 3,000 ) — Total operating expenses 591,097 488,088 Income from operations 40,944 48,449 Other (expense) income: Interest expense ( 24,006 ) ( 17,073 ) Interest income 1,632 3,023 Income attributable to Non-controlling interest recorded as long-term liability interest expense — ( 3,103 ) Unrealized loss on derivative instruments ( 1,355 ) ( 953 ) Other income 2,952 1,428 Total other expense, net ( 20,777 ) ( 16,679 ) Net income 20,167 31,769 Income attributable to noncontrolling interests ( 798 ) ( 2,866 ) Net income attributable to Pangaea Logistics Solutions Ltd. $ 19,369 28,903 Earnings per common share: Basic $ 0.30 $ 0.64 Diluted $ 0.30 $ 0.63 Weighted average shares used to compute earnings per common share Basic 63,802,958 45,391,855 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 F-6 Pangaea Logistics Solutions Ltd. Consolidated Statements of Equity For the Years Ended December 31, 2025 and 2024 ( U.S. Dollars in thousands, except for share and per share data ) Common Stock Additional Paid-in Capital Retained Earnings Total Pangaea Logistics Solutions Ltd. Equity Non-Controlling Interest Total Stockholders' Equity Shares Amount (1) Balance at December 31, 2023 46,466,622 $ 5 $ 164,855 $ 159,027 $ 323,886 $ 46,310 $ 370,196 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 — — — — — — 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 Balance at December 31, 2024 64,961,433 $ 6 $ 258,660 $ 169,155 $ 427,822 $ 46,843 $ 474,664 Share-based compensation — — 4,111 — 4,111 — 4,111 Issuance of restricted shares, net of forfeitures 616,186 — — — — — — 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 Balance at December 31, 2025 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 F-7 Pangaea Logistics Solutions, Ltd. Consolidated Statements of Cash Flows Years ended December 31, 2025 2024 Operating activities Net income $ 20,167 $ 31,769 Adjustments to reconcile net income to net cash provided by operations: Depreciation and amortization expense 42,475 30,376 Amortization of deferred financing costs 1,152 1,034 Amortization of prepaid rent 118 122 Unrealized loss on derivative instruments 1,355 953 Income from equity method investee ( 2,952 ) ( 1,710 ) Earnings attributable to non-controlling interest recorded as interest expense — 3,103 Provision for doubtful accounts 1,540 1,835 Gain on sales of vessels ( 3,000 ) — Drydocking costs ( 17,395 ) ( 6,202 ) Share-based compensation 4,111 2,788 Change in operating assets and liabilities: Accounts receivable ( 15,024 ) 3,686 Inventories 4,459 ( 11,030 ) Advance hire, prepaid expenses and other current assets ( 194 ) ( 2,689 ) Accounts payable, accrued expenses, other current liabilities and related party payable 7,471 11,839 Deferred revenue 9,444 ( 182 ) Net cash provided by operating activities 53,726 65,691 Investing activities Purchase of vessels and vessel improvements ( 2,188 ) ( 69,265 ) 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 ) Contribution to non-consolidated subsidiaries and other investments ( 733 ) ( 172 ) Dividends received from equity method investments 4,135 1,910 Net cash provided by (used in) investing activities 11,411 ( 67,694 ) Financing activities Proceeds from long-term debt 705 64,150 Payments of financing and issuance costs ( 45 ) ( 2,044 ) Payments of long-term debt ( 16,590 ) ( 33,082 ) Proceeds from financing obligations 18,000 25,000 Payments on financing obligations ( 26,052 ) ( 19,181 ) Payments of finance leases ( 2,844 ) ( 2,990 ) Dividends paid to non-controlling interests ( 2,490 ) ( 2,333 ) Common stock accrued dividends paid ( 16,303 ) ( 18,710 ) 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 increase (decrease) in cash and cash equivalents 16,519 ( 12,232 ) Cash and cash equivalents at beginning of period $ 86,805 $ 99,038 Cash, cash equivalents and restricted cash at end of period $ 103,324 $ 86,805 Supplemental cash flow items: Cash paid for interest $ 24,315 $ 17,983 Acquisition of Strategic Shipping Inc. through issuance of 18,059,342 shares of common stock, with a value of $ 91,019 as non-cash consideration. $ — $ 91,019 Fair value of loans and lease liabilities (ASC 842) assumed $ — 100,049 The accompanying notes are an integral part of these consolidated financial statements F-8 NOTE 1 - GENERAL INFORMATION Pangaea Logistics Solutions Ltd. and its subsidiaries (collectively, the “Company” or “Pangaea”) provides seaborne drybulk logistics and transportation services. Pangaea utilizes its logistics expertise to service a broad base of industrial customers who require the transportation of a wide variety of drybulk cargoes, including grains, pig iron, hot briquetted iron, bauxite, alumina, cement clinker, dolomite and limestone. 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, 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 previously owned 50 % of Nordic Bulk Partners LLC. ("NBP") which owns a fleet of four Post Panamax Ice Class 1A drybulk vessels. On November 6, 2024, Pangaea Logistics Solutions Ltd. completed the acquisition of the remaining 50 % equity ownership in Nordic Bulk Partners LLC from HS Nordic LLC for $ 19.0 million in cash, thereby securing full ownership of Nordic Bulk Partners. Refer to "Note 11, Other Long-Term Liabilities". 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 The consolidated financial statements include the operations of Pangaea Logistics Solutions Ltd. and its wholly-owned subsidiaries (collectively referred to as “the Company”), as well as other entities consolidated pursuant to Accounting Standards Codification (“ASC”) 810, Consolidation . A summary of the Company’s consolidation policy is provided in Note 3. A summary of the Company’s variable interest entities is provided at Note 5. At December 31, 2025 and 2024, entities that are consolidated pursuant to ASC 810-10, but which are not wholly-owned, include the following: Nordic Bulk Holding Company Ltd. (“NBHC”) 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 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. 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 F-9 Venture Logistics NL Inc. (“VLNL”) 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. 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 This summary of significant accounting policies of the Company and its subsidiaries is presented to assist in understanding the Company’s consolidated financial statements. These accounting policies conform to accounting principles generally accepted in the United States, and have been applied in the preparation of the consolidated financial statements. Basis of Presentatio n The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP"). The accompanying consolidated financial statements present separately our financial position, results of operations, cash flows, and changes in shareholders’ equity. 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. Principles of Consolidation The purpose of consolidated financial statements is to present the financial position and results of operations of a company and its subsidiaries as if the group were a single company. The first step in the Company’s consolidation policy is to determine whether an entity is to be evaluated for potential consolidation based on its outstanding voting interests or its variable interests. Accordingly, the Company first determines whether the entity is a Variable Interest Entity (“VIE”) pursuant to the provisions of ASC 810-10. If the entity is a VIE, consolidation is based on the entity’s variable interests and not its outstanding voting shares. If the entity is not determined to be a VIE, the Company evaluates the entity based on its outstanding voting interests. F-10 Amounts pertaining to the non-controlling interests and redeemable noncontrolling interests held by third parties in the financial position and operating results of the Company’s subsidiaries and/or consolidated VIEs are reported as non-controlling interest and redeemable noncontrolling interests in the accompanying consolidated balance sheets. As part of the Company’s consolidation process, all intercompany balances and transactions are eliminated in the consolidated financial statements. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include: • The fair value of assets and liabilities acquired in business combinations, including assumptions used in purchase price allocations. • The assessment of long-lived assets for impairment under ASC 360, which involves assumptions about future cash flows, discount rates, and other relevant factors. • The percentage completion of spot voyages. • The establishment of the allowance for credit losses. • The estimate of salvage value used in determining vessel depreciation expense. Management reviews these estimates periodically and reflects the effects of revisions in the period in which they are determined. Revenue Recognition 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. F-11 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 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 The Company incurs expenses for voyage charters that include bunkers (fuel), port charges, canal tolls, broker commissions and cargo handling operations, which are expensed as incurred. Charter Expenses The Company charters in vessels to supplement its owned fleet to support its voyage charter operations. The Company hires vessels under time charters with third party vessel owners, and recognizes the charter hire payments as an expense on a straight-line basis over the term of the charter. Charter hire payments are typically made in advance, and the unrecognized portion is reflected as advance hire in the accompanying consolidated balance sheets. Under time charters, the vessel owner is responsible for the vessel operating costs such as crews, maintenance and repairs, insurance, and stores. Vessel Operating Expenses Vessel operating expenses (“VOE”) represent the cost to operate the Company’s owned vessels. VOE include crew wages and related costs, the cost of insurance, expenses relating to repairs and maintenance, the cost of spares and consumables, other miscellaneous expenses, and technical management fees. Technical management services include day-to-day vessel operations, performing general vessel maintenance, ensuring regulatory and classification society compliance, arranging the hire of crew and purchasing stores, supplies and spare parts. These expenses are recognized as incurred. F-12 Terminal & Stevedore Expenses Terminal & Stevedore expenses represent the cost to provide the Company's cargo handling services. Terminal & Stevedore expenses include direct labor and related costs, the cost of insurance, expenses relating to repairs and maintenance of shore based equipment, trucking, and other direct miscellaneous expenses. Concentrations of Credit Risk The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash equivalents, trade receivables and derivative instruments. 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 performs periodic evaluations of the relative credit standing of these financial institutions. The Company does not believe that significant concentration of credit risk exists with respect to these cash equivalents. Trade accounts receivable are recorded at the invoiced amount, and do not bear interest. The Company performs ongoing credit evaluations of its customers’ financial condition, but does not require collateral. Historically, credit risk with respect to trade accounts receivable has been considered minimal due to the long-standing relationships with significant customers, and their relative financial stability. However, current economic conditions could impact the collectability of certain customers' trade receivables, which could have a material effect on the Company's results of operations. Derivative instruments are recorded at fair value. The Company does not have any off-balance sheet credit exposure related to its customers. 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, 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. For the year ended December 31, 2025, the Company had two countries that accounted for at least 10% of revenue; the United States represents 28 % and Canada represents 10 %. 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 Cash comprises cash on hand. Cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts of cash, are subject to an insignificant risk of change in value, and have original maturities of three months or less. Allowance for Credit Losses The Company maintains a specific reserve for outstanding accounts that are considered partially or fully uncollectible. Additionally, reserves for accounts receivable are established based on account aging and historical collection trends. These reserves are adjusted as new information becomes available or payments are received. 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. The provision for credit losses was $ 1,540 in 2025 and $ 1,835 in 2024. Write-offs totaled $ 1,016 in 2025 and $ 2,000 in 2024, reflecting amounts determined to be uncollectible. Bunker Inventory 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. F-13 Advance Hire, Prepaid Expenses and Other Current Assets 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"). These specifically identified costs are used to satisfy the contract and are expected to be recovered over the term of the COA. Such costs are amortized on a straight-line basis and charged equally to each of the voyages under the contract. Accrued receivables include accrued demurrage and balance of freight receivable. 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 Prepaid expenses 7,916 9,517 Accrued receivables 11,184 7,352 Cash margin on deposit 572 3,268 Derivative assets 524 2,047 Other current assets 4,887 4,436 Total $ 28,478 $ 29,969 Other Non-current Assets At December 31, other non-current assets were comprised of the following: Name December 31, 2025 December 31, 2024 Intangible Assets, net - Note 16: Acquisitions (1) $ 576 $ 1,009 Investment in Seamar Managements S.A. — 236 Investment in Bay Stevedoring 2,032 1,895 Investment in Narragansett Bulk Carriers (US) Corp 520 520 Other investments 1,433 1,101 Total $ 4,561 $ 4,761 (1) Intangible assets represent acquired assets, including licenses, contracts, and other rights, net of accumulated amortization totaling $ 1,675 . 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. F-14 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. No additional depreciation expense is recorded for vessels categorized as held for sale. Deferred Drydock Cost Significant upgrades made to the vessels during dry docking are capitalized when incurred and amortized on a straight-line basis over the 5 year period until the next dry docking for vessels younger than 15 years, and over the 2.5 years period until next dry docking for vessels older than 15 years at time of dry docking. Costs capitalized as part of the dry docking include direct costs incurred to meet regulatory requirements that add economic life to the vessel, that increase the vessel’s earnings capacity or which improve the vessel’s efficiency. Direct costs include the shipyard costs, parts, inspection fees, steel, blasting and painting. These costs are recorded in Fixed assets, net or Finance lease right of use assets, net on the Consolidated Balance Sheets. Expenditures for normal maintenance and repairs, whether incurred as part of the dry docking or not, are expensed as incurred. Unamortized dry-docking costs of vessels that are sold are written off and included in the calculation of the resulting gain or loss on sale. Long-lived Assets Impairment Considerations The Company evaluates the recoverability of its vessel assets in accordance with ASC 360, Property, Plant, and Equipment. 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 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. F-15 Financing Costs Qualifying expenses associated with commercial financing and fees paid to financial institutions to obtain financing are carried as a reduction of the outstanding debt and amortized over the term of the arrangement using the effective interest method. The unamortized portion is included as a reduction of secured long-term debt on the consolidated balance sheets. The components of net debt issuance costs and bank fees, which are included in secured long-term debt on the consolidated balance sheets are as follows: December 31, 2025 2024 Debt issuance costs and bank fees paid to financial institutions $ 9,644 $ 7,600 Additional debt issuance costs 45 2,044 Less: accumulated amortization ( 6,295 ) ( 5,143 ) Unamortized debt issuance costs and bank fees $ 3,394 $ 4,501 Amortization included in interest expense $ 1,152 $ 1,034 Accounts Payable and Accrued Expenses The components of accounts payable and accrued expenses are as follows: December 31, 2025 2024 Accounts payable $ 14,328 $ 14,817 Accrued voyage expenses 13,013 7,670 Bunkers suppliers 8,232 7,701 Charter hire payable 7,829 10,420 Accrued compensation 3,791 3,660 Derivative liabilities 1,189 1,183 Accrued expenses - others 5,876 1,130 Total $ 54,257 $ 46,582 Taxation Changes to Bermuda tax policies may impact our financial position. Under current Bermuda law, we are not subject to tax on income, profits, withholding, capital gains or capital transfers. Furthermore, we obtained from the Minister of Finance of Bermuda under the Exempted Undertakings Tax Protection Act 1966 (as amended) (the “EUTP Act”) an assurance that, in the event Bermuda enacts legislation imposing tax computed on profits, income, any capital asset, gain or appreciation, or any tax in the nature of estate duty or inheritance tax, then the imposition of the tax will not be applicable to us or our operations or to our ordinary shares, debentures or other obligations except insofar as such tax applies to persons ordinarily resident in Bermuda or to any taxes payable by us in respect of real property owned or leased by us in Bermuda until March 31, 2035. 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 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. The Bermuda Government subsequently issued three public consultation papers as part of its considerations on the introduction of a corporate income tax in Bermuda, on August 8, 2023, October 5, 2023 and November 10, 2023. 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. F-16 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 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. Pangaea Denmark, a wholly-owned subsidiary of the Company, is subject to a Danish tonnage tax. Pangaea Denmark is not taxed on the basis of their actual income derived from their business but on an alternative income determination based on the net tons carrying capability of their fleet. 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 generally not subject to United States federal income tax. U.S. 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 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. shipping income on a gross basis without deductions. If certain other conditions are present, as defined in the Code, U.S. source shipping income, net of applicable deductions, may be subject to federal income tax of up to 21% and a 30% branch profits tax. The Company believes that none of its U.S. source shipping income is effectively connected with the conduct of a U.S. trade or business. The earnings from the Company’s international shipping operations are generally not subject to U.S. or foreign income taxation. 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. taxation. 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. As of December 31, 2025 and 2024, the Company is not subject to U.S. federal or foreign examinations by tax authorities for years before 2020. Restricted Common Share Awards Compensation cost of restricted share awards is measured using the grant date fair value of the Company's common shares, as quoted on the Nasdaq Capital Market, multiplied by the total number of shares granted with no forfeiture rate applied. Compensation cost is amortized according to the vesting period indicated in the grant agreement. Total compensation cost recognized during the years ended December 31, 2025 and 2024 is $ 4,111 a nd $ 2,788 , respectively, which is included in general and administrative expenses in the consolidated statements of income. F-17 Dividends Dividends on common stock are recorded when declared by the Board of Directors. While there are no specific restrictions at the parent company level, certain subsidiaries are subject to restrictions under credit agreements that may limit their ability to declare and distribute dividends to the parent company. For more information on common stock dividends, refer to Note 15, "Stock Incentive Plans and Non-controlling interest." Noncontrolling Interests Noncontrolling interests represent ownership interests attributable to third parties in certain consolidated subsidiaries and VIEs. 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 Basic earnings per share ("EPS") is computed by dividing income available to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted EPS is computed using the treasury stock method. Under this method, the amount of unrecognized compensation cost related to future services by employees who were awarded restricted shares is assumed to be used to repurchase common stock at the average market price during the period. The incremental shares (nonvested less repurchased) are considered to be outstanding for diluted EPS. The Company does not have any anti-Dilutive Securities. Foreign Exchange The Company conducts all of its business in U.S. dollars; the functional currency of the Company is the US dollar. Accordingly, transactions denominated in currencies other than the functional currency are measured and recorded in the functional currency at the exchange rate in effect on the date of the transactions. There are no foreign exchange transaction gains or losses reflected in the consolidated statements of income. Derivatives and Hedging Activities The Company accounts for derivatives in accordance with the provisions of ASC 815, Derivatives and Hedging. The Company uses interest rate swaps to reduce market risks associated with its operations, principally changes in variable interest rates on its bank debt. Additionally, the Company uses forward freight agreements to protect against changes in charter rates and bunker (fuel) swaps to protect against changes in fuel prices. The Company’s interest rate swaps, forward freight agreements (FFAs) and bunker swaps have not qualified for hedge accounting treatment. As such, unrealized gains or losses are recognized as a component of Other expense in the Consolidated Statements of Income. Derivative instruments are measured at fair value and are recorded as assets or liabilities. The Company is exposed to credit loss in the event of nonperformance by the counterparty to the interest rate swaps, forward freight agreements and bunker hedges. F-18 Segment Reporting 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: one shipping operating segment and six terminal and stevedoring operating segments. The Company shipping segment is inclusive of ship owning and commercial management companies. The Company evaluated whether aggregation of identified operating segments was appropriate based on the nature of services provided, the type of customers served, methods of service delivery, and economic characteristics. Based on criteria, the Companies operating segments do not qualify for aggregations. Based on the reportable segment criteria in ASC 280, the Company determined the shipping operating segment is reportable. All other operating segments do not meet the quantitative thresholds for determining reportable segments. We have one reportable operating segment: the shipping segment. The Company believes this approach aligns with the objective and principles of segment reporting under ASC 280, ensuring that the reportable segment structure reflects how the business is managed and how financial performance is assessed. The Company will continue to monitor its operating segments and the criteria for aggregation to ensure compliance with ASC 280 and the appropriateness of its segment reporting. 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 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 $ 120,849 $ 120,027 Fair value $ 117,356 $ 113,339 F-19 Leases 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 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 The Company considers the applicability and impact of all accounting standard updates (“ASU”) issued by the Financial Accounting Standards Board (the “FASB”). 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 Issued Accounting Standards Not Yet Adopted In November 2024, the FASB released ASU 2024-03, which focuses on Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This update requires the disclosure of additional information regarding specific expense categories in the financial statement notes. It becomes effective for annual periods starting after December 15, 2026, and for interim periods starting after December 15, 2027, with early adoption permitted. The update can be applied either prospectively to financial statements issued for reporting periods after the effective date or retrospectively to any or all prior periods presented in the financial statements. 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. F-20 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. 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 Money market accounts – cash equivalents $ 24,828 $ 33,239 Time deposit accounts - cash equivalents 3,000 10,204 Cash (1) 75,226 43,362 Cash and cash equivalents 103,054 86,805 Restricted cash (2) $ 270 $ — 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: Cash and cash equivalents December 31, 2025 December 31, 2024 Pangaea (1) $ 94,958 $ 73,909 NBHC (2) 7,784 12,063 Deck Barge (3) 312 833 Total cash and cash equivalents $ 103,054 $ 86,805 (1) Held by 100 % owned Pangaea consolidated subsidiaries (2) Held by a 67 % owned Pangaea consolidated subsidiary (3) Held by a 50 % owned Pangaea consolidated subsidiary F-21 NOTE 5 - VARIABLE INTEREST ENTITIES 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 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: F-22 December 31, 2025 Ship-owning (1) NBHC NBV Long Wharf VLNL PANL US Total assets $ 371,961 $ 83,266 $ 33,105 $ 1,863 $ 1,007 $ 10,749 Total liabilities $ 341,213 $ 39,586 $ 20,881 $ 1,863 $ 5 $ 6,248 Total stockholders' equity $ 30,748 $ 43,680 $ 12,224 $ — $ 1,002 $ 4,501 Non-controlling interest (2) $ — $ 44,423 $ — $ — $ 980 $ — December 31, 2024 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' equity $ 7,739 $ 47,236 $ 19,258 $ — $ 924 $ 2,904 Non-controlling interest (2) $ — $ 45,608 $ — $ — $ 1,235 $ — (1) Includes all wholly-owned subsidiaries, refer to Note 2 "Nature of Organization" for additional information. (2) Non-controlling interest is held by third parties. F-23 NOTE 6 - FIXED ASSETS At December 31, fixed assets consisted of the following: December 31, 2025 December 31, 2024 Vessels and vessel upgrades $ 815,751 $ 830,921 Capitalized dry docking 30,271 21,547 846,022 852,468 Accumulated depreciation and amortization ( 176,650 ) ( 148,915 ) Vessels, vessel upgrades and capitalized dry docking, net 669,372 703,553 Land and building 3,236 3,003 Computers, equipment and internal use software 8,249 4,308 Other fixed assets 11,484 7,310 Accumulated depreciation ( 3,337 ) ( 3,037 ) Other fixed assets, net 8,147 4,273 Total fixed assets, net $ 677,518 $ 707,826 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 Accumulated depreciation and amortization ( 12,678 ) ( 10,698 ) Vessels under finance lease, net $ 26,866 $ 28,772 The net carrying value of the Company’s fleet consists of the following: December 31, 2025 2024 Owned vessels m/v NORDIC ODYSSEY (1) $ 16,768 $ 17,181 m/v NORDIC ORION (1) 16,652 18,144 m/v NORDIC OSHIMA (1) 21,599 23,106 m/v NORDIC OLYMPIC (1) 22,436 22,089 m/v NORDIC ODIN (1) 22,593 21,980 m/v NORDIC OASIS (1) 23,851 23,436 m/v NORDIC NULUUJAAK (2) 33,298 34,667 m/v NORDIC QINNGUA (2) 33,305 34,655 m/v NORDIC SANNGIJUQ (2) 32,973 34,291 m/v NORDIC SIKU (2) 33,349 34,672 m/v BULK ENDURANCE 19,417 20,616 m/v BULK PRUDENCE 25,478 26,744 m/v BULK COURAGEOUS 15,347 16,028 m/v BULK CONCORD 16,739 18,511 m/v BULK FREEDOM — 7,326 m/v BULK PRIDE 10,698 10,678 m/v BULK SPIRIT 10,682 11,961 F-24 December 31, 2025 2024 Owned vessels m/v BULK PATIENCE 27,066 28,240 m/v BULK BRENTON 27,079 28,256 m/v BULK SACHUEST 15,401 15,678 m/v BULK INDEPENDENCE 11,756 12,622 m/v BULK FRIENDSHIP 11,087 11,957 m/v BULK VALOR 16,695 15,726 m/v BULK PROMISE 17,234 16,344 m/v STRATEGIC FORTITUDE 17,406 16,874 m/v STRATEGIC RESOLVE 14,929 14,606 m/v STRATEGIC EXPLORER 14,646 14,606 m/v STRATEGIC ENTITY 15,060 14,606 m/v STRATEGIC SYNERGY 13,501 14,062 m/v STRATEGIC ALLIANCE 13,501 14,062 m/v STRATEGIC UNITY 13,502 14,062 m/v STRATEGIC HARMONY 13,501 14,062 m/v STRATEGIC EQUITY 13,501 14,062 m/v STRATEGIC VENTURE 13,502 14,062 m/v STRATEGIC SAVANNAH 10,984 11,431 m/v STRATEGIC SPIRIT 11,401 11,068 m/v STRATEGIC VISION 10,591 11,068 m/v STRATEGIC TENACITY 10,247 10,705 m/v STRATEGIC ENDEAVOR — 7,711 MISS NORA G. PEARL (3) 1,597 1,597 $ 669,372 $ 703,553 Other fixed assets, net 8,147 4,273 Total fixed assets, net $ 677,518 $ 707,826 Right of Use Assets Finance lease right of use assets: m/v BULK XAYMACA 10,127 11,042 m/v BULK DESTINY 16,740 17,729 $ 26,866 $ 28,772 (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 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 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. These costs are recorded in Fixed assets, net or Finance lease right of use assets, net in the Consolidated Balance Sheets. F-25 NOTE 7 - MARGIN ACCOUNTS, DERIVATIVES AND FAIR VALUE MEASURES Margin Accounts During December 31, 2025 and 2024, the Company was party to forward freight agreements and fuel swap contracts in order to mitigate the risk associated with volatile freight rates and fuel prices. Under the terms of these contracts, the Company is required to deposit funds in margin accounts if the market value of the hedged item declines. The funds are required to remain in margin accounts as collateral until the market value of the items being hedged return to preset limits. The margin accounts are included in advance hire, prepaid expenses and other current assets in the consolidated balance sheets at December 31, 2025 and 2024. Forward Freight Agreements The Company assesses risk associated with fluctuating future freight rates and, when appropriate, hedges identified economic risk with appropriate derivative instruments, specifically FFAs. These economic hedges do not usually qualify for hedge accounting under ASC 815 and as such, the usage of such derivatives can lead to fluctuations in the Company’s reported results from operations on a period-to-period basis. Fuel Derivatives The Company continuously monitors the market volatility associated with fuel prices and seeks to reduce the risk of such volatility through a fuel hedging program. The Company enters into fuel derivatives that are not designated for hedge accounting under ASC 815 and, as such, the usage of such derivatives can lead to fluctuations in the Company’s reported results from operations on a period-to-period basis. Interest rate cap The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish these objectives, the Company primarily uses interest rate swaps and interest rate caps as part of its interest rate risk management strategy. Interest rate caps designated as cash flow hedges involve the receipt of variable amounts from a counterparty if interest rates rise above the strike rate on the contract. In January 2020, the Company entered into four interest rate cap contracts with total notional amount of $ 101.0 million as of December 31, 2025 at a cost of $ 628 to mitigate the risk associated with increases in interest rates on our sale and lease back financing arrangements of the four new-building vessels. In the event that the three-month SOFR rate rises above the applicable strike rate of 3.51 %, the Company would receive quarterly payments related to the spread difference. These interest rate cap agreements do not qualify for hedge accounting treatment. The estimated fair values of the Company’s forward freight agreements and fuel swap contracts are based on market prices obtained from an independent third-party valuation specialist based on published indices. Such quotes represent the estimated amounts the Company would receive or pay to terminate the contracts. The interest rate caps contracts are valued using analysis obtained from independent third party valuation specialists based on market observable inputs, representing Level 2 assets. The following table summarizes assets and liabilities measured at fair value on a recurring basis at December 31, 2025 and December 31, 2024: Asset Derivative Liability Derivative Derivative instruments Balance Sheet Location 12/31/2025 12/31/2024 Balance Sheet Location 12/31/2025 12/31/2024 Margin accounts (1) Other current assets $ 572 3,268 Other current liabilities $ — $ — Forward freight agreements (2) Other current assets $ 177 $ — Other current liabilities $ — $ 1,045 Fuel derivatives (2) Other current assets $ — $ — Other current liabilities $ 1,189 $ 138 Interest rate cap (2) Other current assets 347 $ 1,873 Other current liabilities $ — F-26 (1) The fair value measurements were all categorized within Level 1 of the fair value hierarchy. (2) These fair value measurements were all categorized within Level 2 of the fair value hierarchy. The three levels of the fair value hierarchy established by ASC 820, Fair Value Measurements and Disclosures , in order of priority are as follows: Level 1 – Quoted prices in active markets for identical assets or liabilities. Our Level 1 fair value measurements include cash, money-market accounts and time deposit accounts. Level 2 – Quoted prices for similar assets and liabilities in active markets or inputs that are observable. Level 3 – Inputs that are unobservable (for example cash flow modeling inputs based on assumptions). Fair Value Measurements on a Recurring Basis as of December 31, 2025 and 2024: December 31, 2025 December 31, 2024 Derivative Instruments Total Fair Value Level 1 Level 2 Level 3 Total Fair Value Level 1 Level 2 Level 3 Asset Derivative: Margin accounts $ 572 $ 572 $ — $ — $ 3,268 $ 3,268 $ — $ — Forward freight agreements 177 177 — — — — — — Fuel derivatives $ — — — — — — — — Interest rate cap 347 — 347 — 1,873 — 1,873 — Total Asset Derivatives 1,096 749 347 — 5,141 3,268 1,873 — Liability Derivative: Forward freight agreements — — — — 1,045 — 1,045 — Fuel derivatives 1,189 — 1,189 — 138 — 138 — Interest rate cap — — — — — — — — Total Liability Derivatives $ 1,189 $ — $ 1,189 $ — $ 1,183 $ — $ 1,183 $ — The following table presents the effect of our derivative financial instruments on the consolidated statements of operations for the twelve months ended December 31, 2025 and 2024: Unrealized gain (loss) on derivative instruments For the year ended December 31, Derivative instruments 2025 2024 Forward freight agreements $ 1,222 $ 172 Fuel derivatives ( 1,051 ) 385 Interest rate cap ( 1,526 ) ( 1,511 ) Total loss $ ( 1,355 ) $ ( 953 ) The estimated fair values of the Company’s forward freight agreements and fuel derivatives are based on market prices obtained from an independent third-party valuation specialist. Such quotes represent the estimated amounts the Company would receive to terminate the contracts. F-27 NOTE 8 - RELATED PARTY TRANSACTIONS Amounts and notes payable to related parties consist of the following: December 31, 2025 Activity December 31, 2024 Trade payables due to Seamar (i) $ — $ 1,181 $ ( 1,181 ) MTM Ship Management (“MTM”) (ii) $ ( 806 ) $ ( 4,595 ) $ 3,790 i. Seamar Management S.A. ("Seamar"): In the second quarter of 2025 the Company consolidated Seamar Management. Accordingly, the intercompany payable balance was eliminated upon consolidation. ii. A member of the Board of Directors has partial ownership in MTM Ship Management. On December 30, 2024, the Company completed its merger with Renaissance Holdings LLC, a wholly owned subsidiary of Strategic Shipping Inc. (“SSI”). 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. F-28 NOTE 9 - SECURED LONG-TERM DEBT AND FINANCING OBLIGATIONS As of December 31, 2025, the Company’s outstanding long-term debt consists of the following: December 31, 2025 December 31, 2024 Interest Rate (%) (1) Maturity Date Long-Term Debt Bulk Nordic Odyssey (MI) Corp., Bulk Nordic Orion (MI) Corp. Senior Secured Term Loan Facility (2) (3) $ 8,575 $ 10,573 2.95 % December 2027 Bulk Nordic Oshima (MI) Corp., Bulk Nordic Odin (MI) Corp., Bulk Nordic Olympic (MI) Corp., Bulk Nordic Oasis (MI) Corp. Secured Term Loan Facility (2) (3) 30,200 35,000 3.38 % June 2027 $50 Million Senior Secured Term Loan Facility - Dated August 14, 2024 (4) 42,254 46,966 6.99 % May 2029 Bulk Valor Corp. Loan and Security Agreement (2) 7,280 8,707 3.29 % June 2028 Bulk Promise Corp. (2) 6,917 8,301 5.45 % October 2027 Bulk Sachuest (2) 6,052 6,919 6.19 % October 2029 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 Less: Unamortized Debt Issuance Costs ( 1,366 ) $ ( 2,022 ) $ 114,067 $ 129,297 Less: current portion ( 16,910 ) ( 16,576 ) Secured long-term debt, net $ 97,157 $ 112,721 (1) As of December 31, 2025. (2) Interest rates on the loan facilities are fixed. (3) The borrowers under this facility are owned by NBHC. The Company has two-third's ownership interest and STST has one-third ownership interest in NBHC. NBHC is consolidated in accordance with ASC 810-10 and as such, amounts pertaining to the non-controlling ownership held by the third parties in the financial position of NBHC are reported as non-controlling interest in the accompanying balance sheets. (4) This facility is secured by the vessels m/v Bulk Endurance, m/v Bulk Brenton, and Bulk Patience, and is guaranteed by the Company. All the loan terms and key financial covenants for all outstanding debt as of December 31, 2024, remain unchanged as of December 31, 2025. The Company was in compliance with all financial covenants as of December 31, 2025 and 2024. All outstanding loans are secured by the respective underlying assets. 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 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 . F-29 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. Debt Repayments in 2025 Loans that matured and were fully repaid during the year are reflected in the maturity date of the table above. The future minimum annual payments under the debt agreements are as follows: Years ending December 31, 2026 $ 22,402 2027 50,544 2028 14,500 2029 42,112 Total future minimum payments 129,557 Less: Interest ( 14,124 ) Less: Unamortized debt issuance costs ( 1,366 ) Total debt obligation 114,067 Less: current portion ( 16,910 ) Secured long-term debt, net $ 97,157 Financing Obligations Recognized in Failed Sale Leaseback Transactions The following vessels were acquired through failed sale-leaseback transactions and are accounted for as financing obligations. These transactions do not qualify as leases under ASC 842 because the Company retains control of the vessels and is contractually obligated to repurchase them. As of December 31, 2025, the Company’s financing obligation consists of the following: F-30 December 31, 2025 December 31, 2024 Interest Rate (%) (1) Maturity Date Bulk Spirit Ltd. 5,206 6,346 5.10 % February 2027 Bulk Friendship Corp. - Bareboat Charter Party dated September 30, 2024 7,200 7,800 6.90 % August 2029 Bulk Nordic Seven LLC (3) (4) 25,092 26,821 7.06 % May 2036 Bulk Nordic Eight LLC (3) (4) 25,085 26,813 7.06 % June 2036 Bulk Nordic Nine LLC (3) (4) 25,300 26,979 7.06 % September 2036 Bulk Nordic Ten LLC (3) (4) 25,433 27,106 7.06 % November 2036 Bulk Courageous Corp. (2) 6,600 7,800 3.93 % April 2028 Phoenix Bulk 25 Corp. (2) 8,769 10,469 4.67 % February 2029 Bulk Independence 7,000 8,500 5.86 % December 2028 Bulk Pride 7,000 8,500 5.86 % December 2028 Tripartite Agreement (m/v Strategic Alliance, m/v Strategic Synergy, Strategic Unity) (2) 27,952 30,641 5.52 % June 2029 SBC Equity LLC 9,495 10,442 5.77 % August 2031 SBC Explorer LLC 8,208 9,354 5.72 % March 2030 RHI Fortitude Pte. Ltd. 9,400 10,600 6.02 % January 2031 SBC Harmony Pte. Ltd. 9,520 10,960 5.82 % August 2031 RHI Savannah Pte. Ltd. 8,310 9,390 5.95 % September 2029 RHI Tenacity Pte. Ltd. (2) 8,442 9,439 2.31 % April 2027 SBC Venture Pte. Ltd. 8,007 9,224 5.83 % July 2031 SBC Spirit Pte. Ltd. 8,525 — 5.71 % July 2032 SBC Vision Pte. Ltd. 8,730 — 6.07 % June 2030 Operating Leases: Other (5) 369 — 7.89 % March 2034 Total $ 249,642 $ 257,184 Less: unamortized issuance costs, net ( 1,972 ) ( 2,387 ) 247,670 254,797 Less: current portion ( 27,896 ) ( 25,267 ) Financing Obligations, net $ 219,774 $ 229,530 (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 second quarter 2026 through fourth quarter 2026, which caps the SOFR at 3.51 %. (4) On October 3, 2024, Pangaea Logistics Solutions Ltd. entered into a definitive agreement to purchase the remaining 50 % equity of Nordic Bulk Partners LLC from HS Nordic LLC for $19.18 million in cash. The transaction was finalized on November 6, 2024, giving Pangaea full ownership of Nordic Bulk Partners. This acquisition grants Pangaea 100 % control over Nordic Bulk Partners, 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. The Company was in compliance with all financial covenants as of December 31, 2025 and 2024. 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. F-31 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, 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. F-32 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. Since these contracts do not qualify for lease accounting treatment, they are recognized as financing arrangements from the inception of the agreements. The financing obligations are secured by the assignment of earnings and insurances related to the underlying assets, as well as a Company guarantee. Interest expense associated with these financing obligations is recognized using the effective interest method over the term of the contract. Future Minimum Payments under Financing Obligations: Year ending December 31, 2026 $ 43,456 2027 51,053 2028 46,104 2029 58,609 2030 28,418 Thereafter 94,808 Total future minimum payments 322,449 Less: Amount representing interest ( 72,807 ) Present value of minimum payments 249,642 Less: Unamortized issuance costs ( 1,972 ) Less: Current portion of financing obligations ( 27,896 ) Financing obligations, net of current portion $ 219,774 NOTE 10 - FINANCE LEASES At December 31, 2025, the Company's fleet includes two vessels (Bulk Xaymaca, Bulk Destiny) financed under sale and leaseback financing arrangements accounted for as finance leases in accordance with ASC 840. Finance lease consists of the following as of December 31, 2025: December 31, 2025 December 31, 2024 Interest Rate (%) (1) Maturity Date Bulk PODS Ltd. (3) $ 1,076 $ 2,919 7.33 % August 2026 Bulk Nordic Five Ltd. (2) 9,450 10,450 3.97 % April 2028 Total $ 10,526 $ 13,369 Less: unamortized issuance costs, net ( 55 ) ( 91 ) $ 10,471 $ 13,278 Less: current portion ( 2,076 ) ( 2,844 ) 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. All outstanding finance leases are secured by the respective underlying assets. F-33 Future minimum lease payments under finance leases with initial or remaining terms in excess of one year at December 31, 2025 were: Year ending December 31, 2026 $ 2,549 2027 1,321 2028 7,596 Total minimum lease payments $ 11,466 Less amount representing interest 941 Present value of minimum lease payments 10,526 Less current portion ( 2,076 ) Less issuance costs ( 55 ) Long-term portion $ 8,395 NOTE 11 - OTHER LONG-TERM LIABILITIES 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 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. The agreement contains both put and call option provisions. Accordingly, the Company may be obligated, pursuant to the put option, or entitled to, pursuant to the call option, to purchase the third party's interest in NBP beginning anytime after September 2026. The put option and call option are at fixed prices which are not significantly different from each other, starting at $ 4.0 million per vessel on the fourth anniversary from completion and delivery of each vessel and declining to $ 3.7 million per vessel on or after the seventh anniversary from completion and delivery of each vessel. If neither put nor call option is exercised, the Company is obligated to purchase the vessels from NBP at a fixed price. 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. Earnings attributable to the third party’s interest in NBP are recorded in Interest expense, non-controlling interest. On October 3, 2024, Pangaea Logistics Solutions Ltd. entered into a definitive agreement to purchase the remaining 50 % equity of Nordic Bulk Partners LLC from HS Nordic LLC for $ 19.2 million in cash. The transaction was finalized on November 6, 2024, giving Pangaea full ownership of Nordic Bulk Partners. This acquisition grants Pangaea 100 % control over Nordic Bulk Partners, 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 $ 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 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: 3.07 years. F-34 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 2026 $ 395 2027 81 2028 81 2029 81 2030 81 Total $ 720 Legal Proceedings and Claims The Company is subject to certain asserted claims arising in the ordinary course of business. The Company intends to vigorously assert its rights and defend itself in any litigation that may arise from such claims. 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 F-35 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 64,961,433 Shares issued (e.g., equity grants) 661,504 Share forfeitures ( 45,318 ) Shares repurchased and retired ( 603,631 ) Shares outstanding at December 31, 2025 64,973,988 NOTE 14 - NET INCOME PER COMMON SHARE The computation of basic net income per share is based on the weighted average number of common stock outstanding for the year ended December 31, 2025 and 2024. Diluted net income per share gives effect to restricted stock awards. The following table summarizes the calculation of basic and diluted income per share: For the Years Ended December 31, 2025 December 31, 2024 Net income $ 19,369 $ 28,903 Weighted Average Shares - Basic 63,802,958 45,391,855 Dilutive effect of restricted stock awards 900,515 654,189 Weighted Average Shares - Diluted 64,703,473 46,046,044 Basic net income per share $ 0.30 $ 0.64 Diluted net income per share $ 0.30 $ 0.63 There are no other shares which could be potentially dilutive. NOTE 15 - STOCK INCENTIVE PLANS AND NON-CONTROLLING INTEREST Common stock 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. 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. F-36 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. A summary of activity related to outstanding restricted securities for fiscal years 2025 and 2024 is presented in the table below: Restricted Shares Weighted-Average Grant-Date Fair Value Per Share Unvested shares at December 31, 2023 1,423,660 $ 3.97 Granted 435,469 $ 7.70 Vested ( 546,822 ) $ 3.81 Unvested shares at December 31, 2024 1,312,307 $ 5.27 Granted 661,504 $ 5.49 Vested ( 544,821 ) $ 4.74 Forfeited ( 45,318 ) $ 5.45 Unvested shares at December 31, 2025 1,383,672 $ 5.45 Fiscal Years Ended December 31, 2025 2024 Fair value of restricted shares vested $ 2,176 $ 2,993 Unrecognized compensation cost for restricted shares $ 4,096 $ 4,248 Weighted average remaining period to expense restricted shares (years) 1.62 2.80 Dividends Payable Dividends payable consist of the following: Dividends payable (1) Balance at December 31, 2023 $ 1,146 Accrued dividend 627 Paid in cash ( 563 ) Balance at December 31, 2024 1,211 Accrued dividend 348 Paid in cash ( 360 ) Balance at December 31, 2025 $ 1,198 (1) Accrued dividends on unvested restricted shares under the Company's incentive compensation plan. While there are no specific restrictions at the parent company level, certain subsidiaries are subject to restrictions under credit agreements that may limit their ability to declare and distribute dividends to the parent company. These restrictions do not prevent the parent company from declaring and paying dividends on its common stock. 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. F-37 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 Amounts pertaining to the non-controlling ownership interest held by third parties in the financial position and operating results of the Company’s subsidiaries and/or consolidated VIEs are reported as non-controlling interest in the accompanying consolidated balance sheets. The non-controlling ownership interest attributable to NBHC and its wholly-owned ship-owning subsidiaries amounts to approximately $ 44,423 and $ 45,608 as of December 31, 2025 and 2024, respectively. Non-controlling interest attributable to VLNL was approximately $ 980 and $ 1,235 at December 31, 2025 and 2024, respectively. Equity in Earnings and Dividends from Unconsolidated Subsidiaries: For the year ended December 31, 2025, and 2024, the Company recognized $ 2,952 and $ 1,428 , respectively, as equity in earnings from its 50% or less owned investees accounted for using the equity method. Additionally, the Company received $ 4,135 and $ 1,910 in dividends from these investees for the years ended December 31, 2025 and 2024, respectively, disclosed under the other income line item in the consolidated income statement. NOTE 16 - ACQUISITIONS 2024 Acquisition Merger Agreement with Strategic Shipping Inc. 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 Bunkers and lube inventories 5,588 Prepaid expenses 289 Total assets $ 202,926 Assumed loans and lease liabilities $ 100,049 Fair value of the common stock issued 91,019 Cash consideration related to the Closing Adjustment 9,180 Transaction costs 2,678 Total consideration $ 202,926 The fair value of the common stock issued was determined based on the Company’s closing stock price on the acquisition date. F-38 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. GAAP. 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 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. GAAP. The following tables present selected financial information for the Company’s reportable segment. F-39 December 31, 2025 December 31, 2024 Shipping segment Voyage revenue $ 577,547 $ 493,439 Charter revenue 39,258 30,326 Shipping segment total revenue 616,806 523,765 Reconciliation: All other revenue (1) 15,236 12,771 Total consolidated revenue $ 632,041 $ 536,536 December 31, 2025 December 31, 2024 Shipping segment total revenue $ 616,806 $ 523,765 Less: Voyage expense 283,679 237,479 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 Other expenses 20,777 16,679 Total consolidated net income $ 20,167 $ 31,769 (1) All other revenue includes revenue from our port and terminal operations, as well as other ancillary services. (2) TCE revenue represents shipping segment total revenue less voyage expenses and is considered the segment measure of profit/loss. 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. F-40 Geographical Disclosure Revenue from external customers is attributed to geographic areas as follows: Revenue: December 31, 2025 December 31, 2024 United States $ 177,651 $ 169,383 Canada 65,025 72,820 Germany 59,434 44,130 Singapore 59,166 39,423 United Kingdom 48,005 35,536 Other (1) 222,850 175,244 Total consolidated revenue $ 632,041 $ 536,536 (1) This includes revenue from various regions across Asia, Europe, South America, and other international markets. Revenue is presented geographically based on the customer's country of domicile. 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. Other segment disclosures: December 31, 2025 December 31, 2024 Shipping Other Total Shipping Other Total 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 Segment assets $ 903,353 $ 24,743 $ 928,096 $ 730,728 $ 205,729 $ 936,457 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 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. F-41 Exhibit no. Description 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). 3.2 Bye-laws of Company (incorporated by reference to Exhibit 3.2 of the Registrant's Current Report on Form S-1 filed on February 4, 2015.) 10.1 Purchase Agreement Addendum by and between Bulk Nordic Five Ltd. and Nicole Navigation S.A. dated October 27, 2016 (incorporated by reference to Exhibit 10.34 of the Registrant's Current Report on Form 10-K filed on March 22, 2017). 10.2 Bareboat Charter Party Dated August 2, 2018 (incorporated by reference to Exhibit 10.43 of the Registrant's Current Report on Form 10-Q filed on November 8, 2018). 10.3 Bareboat Charter Party Dated February 21, 2019 (incorporated by reference to Exhibit 10.44 of the Registrant's Current Report on Form 10-Q filed on May 15, 2019). 10.4 Limited Liability Company Agreement of Nordic Bulk Partners LLC. (incorporated by reference to Exhibit 10.18 of the Registrant's Current Report on Form 10-K filed on March 23, 2020). 10.5 Bareboat Charter Party Dated September 27, 2019 (incorporated by reference to Exhibit 10.19 of Registrant's Current Report on Form 10-K filed on March 23, 2020). 10.6 Bulk Nordic Odyssey (MI) Corp., Bulk Nordic Orion (MI) Corp. Senior Secured Term Loan Facility (incorporated by reference to Exhibit 10.19 of Registrant's Current Report on Form 10-K filed on March 23, 2020). 10.7 Bulk Courageous Bareboat Charter dated March 27, 2021 (incorporated by reference to Exhibit 10.1 of Registrant's Current Report on Form 10-Q filed on August 10, 2021). 10.8 Bulk Valor Corp. Loan and Security Agreement dated as of June 17, 2021 (incorporated by reference to Exhibit 10.2 of Registrant's Current Report on Form 10-Q filed on August 10, 2021). 10.9 Bulk Nordic Five Ltd. Amendment and Restatement Agreement of Bareboat Charter dated July 1, 2021 (incorporated by reference to Exhibit 10.1 of Registrant's Current Report on Form 10-Q filed on November 9, 2021). 10.10 Bulk Promise Corp. Loan and Security Agreement dated as of July 7, 2021 (incorporated by reference to Exhibit 10.2 of Registrant's Current Report on Form 10-Q filed on November 9, 2021). 10.11 Bareboat Charter Party by and between Phoenix Bulk 25 Corp. and Delta Partner Ltd Dated January 27, 2022 (incorporated by reference to Exhibit 10.1of Registrant's Current Report on Form 10-Q filed on May 10, 2022). 10.12 Bulk Sachuest Corp. 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). 10.13 $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 (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) 10.16 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. Insider Trading Policy.* 21.1 Subsidiaries of Pangaea Logistics Solutions Ltd.* 23.1 Consent of Deloitte & Touche LLP.* 23.2 Consent of Grant Thornton LLP.* 31.1 Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* 31.2 Certification of Principal Financial and Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* 32.1 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002* 32.2 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002* 97.1 Policy Relating to Recovery of Erroneously Awarded Compensation (incorporated by reference to Exhibit 97.1 of Registrant's Current Report on Form 10-K dated March 14, 2024) 101.INS XBRL Instance Document* 101.SCH XBRL Taxonomy Extension Schema* 101.CAL XBRL Taxonomy Extension Calculation Linkbase* 101.DEF XBRL Taxonomy Extension Definition Linkbase* 101.LAB XBRL Taxonomy Extension Label Linkbase* 101.PRE XBRL Taxonomy Extension Presentation Linkbase* 104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) * Filed herewith 84 ITEM 16. FORM 10-K SUMMARY None. 85 SIGNATURES 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 16, 2026. PANGAEA LOGISTICS SOLUTIONS LTD. By: /s/ Mads Boye Petersen Mads Boye Petersen Chief Executive Officer (Principal Executive Officer) By: /s/ Gianni Del Signore Gianni Del Signore Chief Financial Officer (Principal Financial and Accounting Officer) 86 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 Richard T. du Moulin /s/ Anthony Laura Director March 16, 2026 Anthony Laura /s/ Eric S. Rosenfeld Director March 16, 2026 Eric S. Rosenfeld /s/ David D. Sgro Director March 16, 2026 David D. Sgro /s/ Karen H. Beachy Director March 16, 2026 Karen H. Beachy /s/ Gary Vogel Director March 16, 2026 Gary Vogel /s/ Paul M Leand Jr. Director March 16, 2026 Paul M. Leand Jr. /s/ Eugene Davis I Director March 16, 2026 Eugene Davis I 87