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What changed in Global Ship Lease, Inc.'s 20-F — 2024 vs 2025

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Paragraph-level year-over-year comparison of Global Ship Lease, Inc.'s 2024 and 2025 20-F annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+720 added−728 removedSource: 20-F (2026-03-16) vs 20-F (2025-03-18)

Top changes in Global Ship Lease, Inc.'s 2025 20-F

720 paragraphs added · 728 removed · 544 edited across 5 sections

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

207 edited+68 added−45 removed285 unchanged
Biggest changeThe primary factors that influence demand for containership capacity include, among others: • supply and demand for products suitable for shipping in containers, including as a result of technological developments which may affect global trade flows and supply chains; • changes in the patterns of global production and consumption of products transported by containerships; • the changing dynamics of globalization, regionalization, or re-shoring of manufacturing; • global and regional economic and political conditions, including weather, natural or other disasters, including health crises such as the COVID-19 pandemic, armed conflicts (including the conflicts in Ukraine and in the Middle East, as well as Houthi attacks in the Red Sea), terrorist activities and strikes; • developments in international trade; • changes in seaborne and other transportation patterns, including changes in the distances over which container cargoes are transported, the size of containerships, the extent of trans-shipments and the competitiveness of other forms of marine transportation including dry bulk and refrigerated vessels; • environmental and other legal and regulatory developments; • the price of oil and economics of slow steaming; • the availability of trade finance and currency exchange rates; and • port and canal congestion. 15 Table of Contents The primary factors that influence the supply of containership capacity include, among others: • the containership newbuilding orderbook; • the availability of financing; • the scrapping rate of containerships; • the number of containerships off-hire or otherwise idle including laid-up; • the price of steel and other raw materials; • changes in environmental and other laws and regulations that may limit the useful life of containerships; • the availability of shipyard capacity; • port and canal congestion; • the extent of slow steaming; and • changes in the environmental and other regulations that may limit the useful lives of vessels.
Biggest changeThe primary factors that influence demand for containership capacity include, among other things: • supply of and demand for products suitable for shipping in containers, including as a result of technological developments which may affect global trade flows and supply chains; • changes in the patterns of global production and consumption of products transported by containerships; • the changing dynamics of globalization, regionalization, or re-shoring of manufacturing; • weather, natural disasters, and other acts of God; • economic slowdowns caused by public health events or inflationary pressures and resultant governmental responses; • global and regional economic and political conditions, including “trade wars” and developments in international trade, armed conflicts, and work stoppages; • international sanctions, embargoes, import and export restrictions, nationalizations, piracy, and wars or other conflicts, including the war between Russian and Ukraine, ongoing and escalating armed conflicts in the Middle East, including the recent military conflict among the United States, Israel, and Iran, and the Houthi attacks in and around the Red Sea; • changes in seaborne and other transportation patterns, including changes in the distances over which container cargoes are transported, the size of containerships, the extent of trans-shipments and the competitiveness of other forms of marine transportation including dry bulk and refrigerated vessels; • environmental and other legal and regulatory developments; • the price of oil and economics of slow steaming; • the availability of trade finance and currency exchange rates; and • port and canal congestion.
Increased competition in technology and innovation could reduce our charter hire income and the value of our vessels. • Acts of piracy on ocean-going vessels, terrorist attacks and international hostilities could affect our results of operations and financial condition. • If our vessels call on ports located in countries or territories that are the subject of sanctions or embargoes, it could lead to monetary fines or penalties and have a material adverse effect on the market for our securities. • Compliance with safety and other vessel requirements imposed by classification societies may be costly and may adversely affect our business and operating results.
Increased competition in technology and innovation could reduce our charter hire income and the value of our vessels. • Acts of piracy on ocean-going vessels, terrorist attacks, and international hostilities could affect our results of operations and financial condition. • If our vessels call on ports located in countries or territories that are the subject of sanctions or embargoes, it could lead to monetary fines or other penalties and have a material adverse effect on the market for our securities. • Compliance with safety and other vessel requirements imposed by classification societies may be costly and may adversely affect our business and operating results.
Please also see “—We may be unable to recharter our vessels at profitable rates, if at all, upon their time charter expiry.” below. 3 Table of Contents Operational Growth Risk Significant demands may be placed on us as a result of possible future acquisitions of additional vessels.
Please also see below “—We may be unable to recharter our vessels at profitable rates, if at all, upon their time charter expiry.” 3 Table of Contents Operational Growth Risk Significant demands may be placed on us as a result of possible future acquisitions of additional vessels.
The factors affecting the supply and demand for containerships, and the nature, timing and degree of changes in industry conditions are unpredictable. Acquisition of vessels will be challenging as, among other things, we may need to obtain additional financing in order to complete vessel purchases.
The factors affecting the supply of and demand for containerships, and the nature, timing, and degree of changes in industry conditions are unpredictable. Acquisition of vessels will be challenging as, among other things, we may need to obtain additional financing in order to complete vessel purchases.
Our current operating and financial systems may not be adequate if we further expand the size of our fleet or begin to provide additional services and attempts to improve those systems may be ineffective. In addition, we may need to recruit suitable additional administrative and management personnel to manage any growth.
Our current operating and financial systems may not be adequate if we further expand the size of our fleet or begin to provide additional services and our attempts to improve those systems may be ineffective. In addition, we may need to recruit suitable additional administrative and management personnel to manage any growth.
If we further expand our fleet, or begin to provide additional services, and we are unable to grow our financial and operating systems or to recruit suitable employees, our business, results of operations and financial condition may be harmed. 5 Table of Contents We are exposed to risks associated with the purchase and operation of secondhand vessels.
If we further expand our fleet, or begin to provide additional services, and we are unable to grow our financial and operating systems or recruit suitable employees, our business, results of operations, and financial condition may be harmed. 5 Table of Contents We are exposed to risks associated with the purchase and operation of secondhand vessels.
Technomar provides all day-to-day technical ship management, including crewing, purchasing stores, lubricating oils and spare parts, paying wages, pensions and insurance for the crew, and organizing other vessel operating necessities, such as the arrangement, management of drydocking and services in relation to compliance with the European Union Emission Trading System (“EU ETS” or “ETS”) and FuelEU Maritime (“FEUM”).
Technomar provides all day-to-day technical ship management, including crewing, purchasing stores, lubricating oils, and spare parts, paying wages, pensions, and insurance for the crew, and organizing other vessel operating necessities, such as the arrangement and management of drydocking and services in relation to compliance with the European Union Emission Trading System (“EU ETS” or “ETS”) and FuelEU Maritime (“FEUM”).
Any such conflicts of interest could adversely affect our business, financial condition and results of operations, and the trading price of our Class A common shares. Such conflicts of interest may arise in connection with the chartering, purchase, sale and operations of the vessels in our fleet versus vessels managed or owned by other companies affiliated with our Managers.
Any such conflicts of interest could adversely affect our business, financial condition, results of operations, and the trading price of our Class A common shares. Such conflicts of interest may arise in connection with the chartering, purchase, sale, and operations of the vessels in our fleet versus vessels managed or owned by other companies affiliated with our Managers.
Our ability to meet those financial covenants and other tests will depend on our ongoing financial and operating performance, which, in turn, will be subject to economic conditions and to financial, market, and competitive factors, many of which are beyond our control.
Our ability to meet those financial covenants and other tests will depend on our ongoing financial and operating performance, which, in turn, will be subject to economic conditions and financial, market, and competitive factors, many of which are beyond our control.
Additionally, the charterer may have the right to terminate the charter agreement under a number of circumstances, such as if: • the vessel is off-hire for a specified number of days, subject to certain conditions; • the charterer informs us of a default under the charter, and the default is not rectified; • there is a total (actual or constructive) loss of the vessel; • the vessel is requisitioned by any government or governmental authority; or • a vessel’s declared performance speed is reduced or fuel consumption increased in excess of a pre-agreed percentage over a continuous period of an agreed number of days, (for example, consumption in excess of 10% of that declared for a given speed over a continuous period of 30 days) and the reason is within our or the vessel’s control.
Additionally, the charterer may have the right to terminate the charter agreement under a number of circumstances, such as if: • the vessel is off-hire for a specified number of days, subject to certain conditions; • the charterer informs us of a default under the charter, and the default is not rectified; • there is a total (actual or constructive) loss of the vessel; • the vessel is requisitioned by any government or governmental authority; or • the vessel’s declared performance speed is reduced or fuel consumption is increased in excess of a pre-agreed percentage over a continuous period of an agreed number of days, (for example, consumption in excess of 10% of that declared for a given speed over a continuous period of 30 days) and the reason is within our or the vessel’s control.
Our business, financial condition and results of operations may be materially adversely affected if our vessels are subject to extended periods of off-hire. For additional information, please see “Item 4. Information on the Company—B.
Our business, financial condition, and results of operations may be materially adversely affected if our vessels are subject to extended off-hire periods. For additional information, please see “Item 4. Information on the Company—B.
In addition, during December 2024, we agreed to sell an older vessel Tasman (5,936 TEU built 2000) and in February 2025, we agreed to sell two more vessels, Akiteta (2,220 TEU built 2002) and Keta (2,207 TEU, built 2003).
In addition, during December 2024, we agreed to sell an older vessel Tasman (5,936 TEU, built in 2000) and in February 2025, we agreed to sell two more vessels, Akiteta (2,220 TEU, built in 2002) and Keta (2,207 TEU, built in 2003).
Further, under our financings, we are subject to restrictions on the use of any proceeds we may receive under claims in the event of a total or constructive total loss. Furthermore, in the future, we may not be able to obtain adequate insurance coverage at reasonable rates for our fleet.
Further, under our financings, we are subject to restrictions on the use of any proceeds we may receive under claims in the event of a total loss or a constructive total loss. Furthermore, in the future, we may not be able to obtain adequate insurance coverage at reasonable rates for our fleet.
Our corporate affairs are governed by our amended and restated articles of incorporation (the “Amended and Restated Articles of Incorporation”) and fourth amended and restated bylaws (the “Fourth Amended and Restated Bylaws”) and by the Business Corporations Act of the Republic of the Marshall Islands, or BCA.
Our corporate affairs are governed by our amended and restated articles of incorporation (our “Amended and Restated Articles of Incorporation”) and fourth amended and restated bylaws (our “Fourth Amended and Restated Bylaws”) and by the Business Corporations Act of the Republic of the Marshall Islands, or the BCA.
While the BCA does specifically incorporate the non-statutory law, or judicial case law, of the State of Delaware and other states with substantially similar legislative provisions, our shareholders may have more difficulty in protecting their interests in the face of actions by the management, directors or controlling shareholders than would shareholders of a corporation incorporated in a U.S. jurisdiction.
While the BCA does specifically incorporate the non-statutory law, or judicial case law, of the State of Delaware and other states with substantially similar legislative provisions, our shareholders may have more difficulty protecting their interests in the face of actions by the management, directors, or controlling shareholders than would shareholders of a corporation incorporated in a U.S. jurisdiction.
This could have a material adverse effect on our business, results of operations, financial condition and our ability to pay any cash distributions to our stockholders.
This could have a material adverse effect on our business, results of operations, financial condition, and ability to pay any cash distributions to our stockholders.
Increased competition in technology and innovation could reduce our charter hire income and the value of our vessels. The charter rates and the value and operational life of a vessel are determined by a number of factors, including the vessel’s efficiency, operational flexibility and physical life. Efficiency includes speed and fuel economy.
Increased competition in technology and innovation could reduce our charter hire income and the value of our vessels. The charter rates and the value and operational life of a vessel are determined by a number of factors, including the vessel’s efficiency, operational flexibility, and physical life. Efficiency includes a vessel’s speed and fuel economy.
If new ship designs currently promoted by shipyards as being more fuel efficient perform, or if new containerships built in future that are more efficient or flexible or have longer physical lives than our vessels, competition from these more technologically advanced containerships could adversely affect our ability to re-charter, the amount of charter-hire payments that we receive for our containerships once their current time charters expire and the resale value of our containerships.
If new ship designs currently promoted by shipyards as being more fuel efficient perform, or if new containerships built in the future that are more efficient or flexible or have longer physical lives than our vessels, competition from these more technologically advanced containerships could adversely affect our ability to re-charter, the amount of charter-hire payments that we receive for our containerships once their current time charters expire, and the resale value of our containerships.
Generally, we do not control the routing of our vessels, which is determined by the charterer. Pirate attacks on any of our vessels could result in loss of life, the kidnapping of crew or the theft, damage or destruction of vessels or of containers or cargo being transported thereon.
Generally, we do not control the routing of our vessels, which is determined by the charterer. Pirate attacks on any of our vessels could result in the loss of life, the kidnapping of crew, or the theft, damage, or destruction of vessels or of containers or cargo being transported thereon.
Any such changes or developments could have a material adverse effect on our business, results of operations and financial condition and our ability to pay dividends to our shareholders. The operation of our vessels is also affected by the requirements set forth in the International Ship and Port Facilities Security Code, or the ISPS Code.
Any such changes or developments could have a material adverse effect on our business, results of operations, financial condition, and ability to pay dividends to our shareholders. The operation of our vessels is also affected by the requirements set forth in the International Ship and Port Facilities Security Code, or the ISPS Code.
Broadly, it is the “shipping company” which is either the ship owner or the ISM party contractually mandated to assume responsibility for EU ETS compliance, that is required to purchase and surrender emission allowances that represent their MRV-recorded carbon emission exposure for a specific reporting period (the “EU ETS Responsible Entity”).
Broadly, it is the “shipping company” that is either the ship owner or the ISM party contractually mandated to assume responsibility for EU ETS compliance, which is required to purchase and surrender emission allowances that represent their MRV-recorded carbon emission exposure for a specific reporting period (the “EU ETS Responsible Entity”).
Compliance with changes in laws, regulations and obligations relating to climate change may affect the propulsion options in subsequent vessel designs and could increase our costs related to acquiring new vessels, operating and maintaining our existing ships and require us to install new emission controls, require that we acquire allowances or pay taxes related to our greenhouse gas emissions or that we administer and manage a greenhouse gas emissions program.
Compliance with changes in laws, regulations, and obligations relating to climate change may affect the propulsion options in subsequent vessel designs and could increase our costs related to acquiring new vessels and operating and maintaining our existing ships, require us to install new emission controls, require that we acquire allowances or pay taxes related to our greenhouse gas emissions, or require that we administer and manage a greenhouse gas emissions program.
On October 26, 2020, the EPA published a Notice of Proposed Rulemaking for Vessel Incident Discharge National Standards of Performance under VIDA, and in November 2020, held virtual public meetings.
On October 26, 2020, the EPA published a Notice of Proposed Rulemaking for Vessel Incident Discharge National Standards of Performance under VIDA, and held virtual public meetings in November 2020.
Certain provisions of our Amended and Restated Articles of Incorporation and Fourth Amended and Restated Bylaws may have an anti-takeover effect and may delay, defer or prevent a tender offer or takeover attempt that a shareholder might consider in its best interest, including those attempts that might result in a premium over the market price for the shares held by shareholders.
Certain provisions of our Amended and Restated Articles of Incorporation and our Fourth Amended and Restated Bylaws may have an anti-takeover effect and may delay, defer, or prevent a tender offer or takeover attempt that a shareholder might consider in its best interest, including those attempts that might result in a premium over the market price for the shares held by shareholders.
Our Amended and Restated Articles of Incorporation and Fourth Amended and Restated Bylaws require a quorum of the majority of our common stock outstanding in order to conduct business at any meeting of shareholders (including our annual meetings of shareholders).
Our Amended and Restated Articles of Incorporation and our Fourth Amended and Restated Bylaws require a quorum of the majority of our common stock outstanding in order to conduct business at any meeting of shareholders (including our annual meetings of shareholders).
The amount of cash we generate from operations and the actual amount of cash we will have available for dividends in each quarter will vary based upon, among other things: • the charter-hire payments we obtain from our charters as well as the rates obtained upon the expiration of our existing charters; • acquisition of additional vessels; • the timing of scheduled drydockings; • the timing of interest payments, scheduled debt amortization payments and other payments that might be due under our debt facilities; • delays in the delivery of newbuilding vessels, if any, and the beginning of payments under charters relating to those vessels; • the level of our operating costs, such as the costs of crews, lubricants and insurance; • the number of unscheduled off-hire days for our fleet and the timing of, and number of days required for, scheduled dry-docking of our containerships; • any idle time after one charter expires until a new charter is agreed or the vessel is disposed of, should a new charter not be agreed; • unexpected repairs to, or required expenditures on, vessels or dry-docking costs in excess of those anticipated; • the loss of a vessel; • prevailing global and regional economic and geopolitical conditions; • changes in interest rates; • the effect of governmental regulations and maritime self-regulatory organization standards on the conduct of our business; • changes in the basis of taxation of our activities in various jurisdictions; • modification or revocation of our dividend policy by our Board of Directors; and • the amount of any cash reserves established by our Board of Directors.
The amount of cash we generate from operations and the actual amount of cash we will have available for dividends in each quarter will vary based upon, among other things: • the charter-hire payments we obtain from our charters and the rates obtained upon the expiration of our existing charters; • the acquisition of additional vessels; • the timing of scheduled drydockings; • the timing of interest payments, scheduled debt amortization payments, and other payments that might be due under our debt facilities; • any delays in the delivery of newbuilding vessels, if any, and the beginning of payments under charters relating to those vessels; • the level of our operating costs, such as the costs of crews, lubricants, and insurance; • the number of unscheduled off-hire days for our fleet and the timing of, and number of days required for, scheduled dry-docking of our containerships; • any idle time after one charter expires until a new charter is agreed or the vessel is disposed of, should a new charter not be agreed; • any unexpected repairs to, or required expenditures on, vessels or dry-docking costs in excess of those anticipated; • the loss of a vessel; • the prevailing global and regional economic and geopolitical conditions; • any changes in interest rates; • the effect of governmental regulations and maritime self-regulatory organization standards on the conduct of our business; • any changes in the basis of taxation of our activities in various jurisdictions; • any modification or revocation of our dividend policy by our Board of Directors; and • the amount of any cash reserves established by our Board of Directors.
Governments could requisition our vessels during a period of war or emergency without adequate compensation, which under most of our time charter agreements would permit the customer to terminate the charter agreement for that vessel. • We may need to make substantial expenditures to maintain our fleet, meet new regulatory requirements, meet commercial requirements or to acquire vessels. • As our fleet ages, we may incur increased operating costs beyond normal inflation, which would adversely affect our results of operations.
Governments could requisition our vessels during a period of war or emergency without adequate compensation, which under most of our time charter agreements would permit the customer to terminate the charter agreement for that vessel. • We may need to make substantial expenditures to maintain our fleet, meet new regulatory and commercial requirements, or acquire vessels. • As our fleet ages, we may incur increased operating costs beyond normal inflation, which would adversely affect our results of operations.
We cannot give any assurance that we will be successful in executing our growth plans, that we will be able to employ any acquired vessels under charters, that we will be able to purchase secondhand vessels or newbuildings at satisfactory prices or obtain ship management agreements with similar or better terms than those we have obtained from our current ship managers, that we will be able to purchase container shipping-related assets and subsequently lease them out at satisfactory prices or that we will not incur significant expenses and losses in connection with our future growth.
We cannot give any assurance that we will be successful in executing our growth plans, that we will be able to employ any acquired vessels under charters, that we will be able to purchase secondhand vessels or newbuildings at satisfactory prices or obtain ship management agreements with similar or better terms than those we obtained from our current ship managers, that we will be able to purchase container shipping-related assets and subsequently lease them out at satisfactory prices, or that we will not incur significant expenses and losses in connection with our future growth.
Our Fourth Amended and Restated Bylaws further provide that, unless we consent in writing to the selection of an alternative forum and subject to the foregoing, and except as otherwise provided above, the United States District Court for the Southern District of York (or, if such court does not have jurisdiction over such claim, any other federal district court of the United States) shall be the sole and exclusive forum for claims arising under the U.S.
Our Fourth Amended and Restated Bylaws further provide that, unless we consent in writing to the selection of an alternative forum and subject to the foregoing, and except as otherwise provided above, the United States District Court for the Southern District of New York (or, if such court does not have jurisdiction over such claim, any other federal district court of the United States) shall be the sole and exclusive forum for claims arising under the U.S.
Due to restrictions in our debt agreements, we may need to seek consent from our lenders in order to engage in certain corporate and commercial actions that we believe would be in the best interest of our business, and a denial of consent may make it difficult for us to successfully execute our business strategy or effectively compete with companies that are not similarly restricted.
Due to restrictions in our debt agreements, we may need to seek consent from our lenders in order to engage in certain corporate and commercial actions that we believe would be in the best interest of our business, and a denial of such consent may make it difficult for us to successfully execute our business strategy or effectively compete with companies that are not similarly restricted.
If not resolved in a timely and cost-effective manner, industrial action or other labor unrest or any other labor interruption, could prevent or hinder our operations from being carried out as we expect and could have an adverse effect on our business, financial condition, operating results, distribution of dividends or the trading price of our common shares.
If not resolved in a timely and cost-effective manner, industrial action or other labor unrest or any other labor interruption could prevent or hinder our operations from being carried out as we expect and could have an adverse effect on our business, financial condition, operating results, distribution of dividends, or trading price of our common shares.
Certain assumptions relating to our estimates of future cash flows require more judgement and are inherently less predictable, such as future charter rates beyond the firm period of existing contracts, the amount of time a vessel is off-charter, ongoing operating costs and vessel residual values, due to factors such as the volatility in vessel charter rates, vessel values and inflation in expenses.
Certain assumptions relating to our estimates of future cash flows require more judgement and are inherently less predictable, such as future charter rates beyond the firm period of existing contracts, the amount of time a vessel is off-hire, ongoing operating costs, and vessel residual values, due to factors such as the volatility in vessel charter rates, vessel values, and inflation in expenses.
It has also adopted and extended a ban on substandard ships and enacted a minimum ban period and a definitive ban for repeated offenses. The regulation also provided the European Union with greater authority and control over classification societies, by imposing more requirements on classification societies and providing for fines or penalty payments for organizations that failed to comply.
It has also adopted and extended a ban on substandard ships and enacted a minimum ban period and a definitive ban for repeated offenses. The regulation also provided the European Union with greater authority and control over classification societies by imposing more requirements on classification societies and imposing fines or penalty payments on organizations that failed to comply.
The United States has also implemented more protectionist trade measures in an effort to protect and enhance its domestic economy. Additionally, the European Union, or the EU, and certain of its member states are facing significant economic and political challenges, including a risk of increased protectionist policies and the withdrawal of the United Kingdom from the European Union.
The United States has also implemented more protectionist trade measures in an effort to protect and enhance its domestic economy. Additionally, the European Union, or the EU, and certain of its member states are facing significant economic and political challenges, including a risk of increased protectionist policies, following the withdrawal of the United Kingdom from the European Union.
Furthermore, there is a risk that a vessel may become damaged, lost or destroyed during normal operations and any such occurrence may cause us additional expenses to repair or substitute the vessel or may render us unable to provide the vessel for chartering, which will cause us to lose charter revenue.
Furthermore, there is a risk that a vessel may become damaged, lost, or destroyed during normal operations and any such occurrence may cause us to incur additional expenses to repair or substitute the vessel or may render us unable to provide the vessel for chartering, which will cause us to lose charter revenue.
As long as we are an EU-based company meeting the NFRD prerequisites, we will be eligible for reporting our Taxonomy eligibility and alignment. Based on the current version of the Regulation, companies that own assets shipping fossil fuels are considered as not aligned with EU Taxonomy.
As long as we are an EU-based company meeting the NFRD prerequisites, we will be eligible for reporting our EU Taxonomy eligibility and alignment. Based on the current version of the Regulation, companies that own assets shipping fossil fuels are considered to be not aligned with EU Taxonomy.
Even where the cost of fuel is ordinarily borne by the charterer, which is the case with all of our existing time charters, that cost will affect the level of charter rates that charterers are prepared to pay, depending in part on the fuel efficiency of a particular vessel.
Even where the cost of fuel is ordinarily borne by the charterer, which is the case with all of our existing time charters, that cost will affect the charter rates that charterers are prepared to pay, depending in part on the fuel efficiency of a particular vessel.
Even though port fees are typically borne by the charterer, if port fees are assessed due to our ownership of the relevant vessel, it is possible that charterers may demand that we bear these costs or otherwise reduce the applicable charter rate.
Even though port fees are typically borne by the charterer, if port fees are assessed due to our or the lessor’s ownership of the relevant vessel, it is possible that charterers may demand that we bear these costs or otherwise reduce the applicable charter rate.
Although our Executive Chairman and Conchart have entered into a non-competition agreement with us, conflicts of interest may arise between us and our Managers, and such conflicts may not be resolved in our favor and could have an adverse effect on our results of operations.
Although our Executive Chairman and Conchart, respectively, have entered into a non-competition agreement with us, conflicts of interest may arise between us and our Managers, and such conflicts may not be resolved in our favor and could have an adverse effect on our results of operations.
The opportunity to acquire additional containerships will, in part, depend on the state of and prospects for container shipping. The container shipping industry is both cyclical and volatile in terms of supply demand balance, freight rates, charter rates, vessel values and overall profitability.
The opportunity to acquire additional containerships will, in part, depend on the state of and prospects for container shipping. The container shipping industry is both cyclical and volatile in terms of supply and demand, freight rates, charter rates, vessel values, and overall profitability.
In the event that a vessel becomes unemployable, we could also be in violation of provisions in our charters, insurance coverage, covenants in our loan agreements and ship registration requirements and our revenues and future profitability would be negatively affected.
In the event that a vessel becomes unemployable, we could also be in violation of provisions in our charters, insurance coverage, or covenants in our loan agreements and ship registration requirements and our revenues and future profitability would be negatively affected.
Bureau Veritas, DNV & RINA, the classification societies for the vessels in our fleet, may approve and carry out in-water inspections of the underwater parts of our vessels once every three to five years, in lieu of drydocking inspections.
Bureau Veritas, DNV, RINA, and KR, the classification societies for the vessels in our fleet, may approve and carry out in-water inspections of the underwater parts of our vessels once every three to five years, in lieu of drydocking inspections.
Environmental impact (including emissions / decarbonization) is increasingly the subject of regulatory requirement & commercial pressure from our customers. Companies across all industries are facing increasing scrutiny relating to their ESG policies.
Environmental impact (including emissions and decarbonization) is increasingly the subject of regulatory requirement and commercial pressure from our customers. Companies across all industries are facing increasing scrutiny relating to their ESG policies.
The higher cost of low sulfur fuel is, in the first instance, borne by the vessel operator, our charterer, whereas the installation of scrubbers or retrofitting for an alternative fuel source, would in the first instance be borne by us as the vessel owner.
The higher cost of low sulfur fuel is, in the first instance, borne by the vessel operator, or charterer, whereas the installation of scrubbers or retrofitting for an alternative fuel source would, in the first instance, be borne by us as the vessel owner.
In addition to being exposed to the risk of legislative and regulatory change, our business is vulnerable to the underlying risks of climate change itself and may be directly or indirectly affected by climate-related changes such as rising sea levels, rising temperatures, changes in precipitation patterns, volatile and extreme weather, demographic change, and heightened risk of conflict—all of which could lead, among other things, to reduced demand for our services, increased operating and/or capital costs, and increased insurance premiums.
In addition to being exposed to the risk of legislative and regulatory change, our business is vulnerable to the underlying risks of climate change itself and may be directly or indirectly affected by climate-related changes such as rising sea levels, rising temperatures, changes in precipitation patterns, volatile and extreme weather, demographic change, and heightened risk of conflict, any of which could lead to, among other things, reduced demand for our services, increased operating and/or capital costs, and increased insurance premiums.
Given the potential magnitude of these proposed port-related fees and the many uncertainties surrounding their implementation, it is not possible at this time to fully predict the ultimate financial impact.
Given the potential magnitude of these port-related fees and the many uncertainties surrounding their implementation, it is not possible at this time to fully predict the ultimate financial impact.
Excess supply of vessels in the container shipping market results in greater price competition for charters. During strong industry conditions, the value of vessels rises and there is substantially greater competition for purchase opportunities.
An excess supply of vessels in the container shipping market results in greater price competition for charters. During strong industry conditions, the value of vessels rises and there is substantially greater competition for purchase opportunities.
In order to manage our exposure to interest rate fluctuations, we have in the past, and may from time-to-time in the future, use interest rate derivatives to effectively fix any floating rate debt obligations.
In order to manage our exposure to interest rate fluctuations, we have in the past used, and may from time to time in the future use, interest rate derivatives to effectively fix any floating rate debt obligations.
However, restrictions on shipping emissions are likely to continue to be considered and a new treaty may be adopted in the future that includes additional restrictions on shipping emissions to those already adopted under MARPOL.
Restrictions on shipping emissions are likely to continue to be considered and a new treaty may be adopted in the future that includes additional restrictions on shipping emissions to those already adopted under MARPOL.
In addition, Marshall Islands law generally prohibits the payment of dividends other than from surplus (retained earnings and the excess of consideration received from the sale of shares above the par value of the shares) or if there is no surplus, from the net profits for the current and prior fiscal years, or while a company is insolvent or if it would be rendered insolvent by the payment of such a dividend.
In addition, Marshall Islands law generally prohibits the payment of dividends other than from surplus ( i.e., retained earnings and the excess of consideration received from the sale of shares above the par value of the shares) or if there is no surplus, from the net profits for the current and prior fiscal years, or while a company is insolvent or if it would be rendered insolvent by the payment of such a dividend.
For example, our debt agreements restrict our entry into certain transactions or the termination or amendment of our third-party ship management agreements with Technomar and Conchart and require that George Giouroukos remain our Executive Chairman. Our lenders’ interests may be different from ours, and we cannot guarantee that we will be able to obtain their permission when needed.
For example, our debt agreements restrict our entry into certain transactions or the termination or amendment of our third-party ship management agreements with Technomar and Conchart and require that George Giouroukos remain our Executive Chairman. Our lenders’ interests may be different from ours, and we cannot guarantee that we will be able to obtain their approval when needed.
Many of these competitors may have greater financial resources and a lower cost of capital than us, may operate larger fleets, may have been established for longer and may be able to offer better charter rates. During an industry downturn there are an increased number of vessels available for charter, including many from owners with strong reputations and experience.
Many of these competitors may have greater financial resources and a lower cost of capital than us, may operate larger fleets, may have been established for longer, and may be able to offer better charter rates. During an industry downturn there is an increased number of vessels available for charter, including many from owners with strong reputations and experience.
We would not receive any proceeds of such sale unless and until all amounts outstanding under such indebtedness had been repaid in full. Crew members, suppliers of goods and services to a vessel, shippers of cargo and other parties may be entitled to a maritime lien against that vessel for unsatisfied debts, claims or damages.
We would not receive any proceeds of such sale unless and until all amounts outstanding under such agreements had been repaid in full. Crew members, suppliers of goods and services to a vessel, shippers of cargo, and other parties may be entitled to a maritime lien against that vessel for unsatisfied debts, claims, or damages.
China’s GDP growth rate for the year ended December 31, 2024 was approximately 5.0%, which was a decrease from 5.2% for the year ended December 31, 2023. It is possible that China and other countries in the Asia Pacific region will continue to experience volatile, slowed or even negative economic growth in the near future.
China’s GDP growth rate for the years ended December 31, 2024 and 2025 was approximately 5.0%, which was a decrease from 5.2% for the year ended December 31, 2023. It is possible that China and other countries in the Asia Pacific region will continue to experience volatile, slowed, or even negative economic growth in the near future.
Claimants could try to assert “sister ship” liability against one vessel in our fleet for claims relating to another vessel in our fleet. In any event, any lien imposed may adversely affect our results of operations by delaying the revenue gained from ships. 8 Table of Contents Volatility of SOFR could affect our profitability, earnings, and cash flows.
Claimants could try to assert “sister ship” liability against one vessel in our fleet for claims relating to another vessel in our fleet. In any event, any lien imposed may adversely affect our results of operations by delaying the revenue gained from our vessels. 8 Table of Contents Volatility of SOFR could affect our profitability, earnings, and cash flows.
If these individuals were no longer to be affiliated with us, or if we were to otherwise cease to receive advisory services from them, we may be unable to recruit other employees with equivalent talent and experience, and our business and financial condition may suffer as a result. Rising crew and other vessel operating costs may adversely affect our profits.
If these individuals were no longer to be affiliated with us, or if we were to otherwise cease receiving advisory services from them, we may be unable to recruit other employees with equivalent talent and experience, and our business and financial condition may suffer as a result. Rising crew and other vessel operating costs may adversely affect our profits.
The new regulations could require the installation of new equipment, which may cause us to incur substantial costs. 25 Table of Contents Risks Relating to our Common Stock and Depositary Shares Representing Series B Preferred Shares We cannot guarantee that our Board of Directors will declare dividends or otherwise return cash to shareholders.
New regulations could require the installation of new equipment, which may cause us to incur substantial costs. 23 Table of Contents Risks Relating to our Common Stock and Depositary Shares Representing Series B Preferred Shares We cannot guarantee that our Board of Directors will declare dividends or otherwise return cash to shareholders.
If any of our charterers ceases doing business or fails to perform their respective obligations under their charters with us, our business, financial position and results of operations could be materially adversely affected if we face difficulties finding immediate replacement charters, or if such replacement charters were at lower daily rates and for shorter durations.
If any of our charterers ceases doing business or fails to perform their respective obligations under their charters with us, our business, financial position, and results of operations could be materially adversely affected if we face difficulties finding immediate replacement charters, or if such replacement charters are at lower daily rates and for shorter durations.
However, the enforceability of similar forum selection provisions in other companies’ governing documents has been challenged in legal proceedings, and it is possible that in connection with any action a court could find the forum selection provisions contained in our Fourth Amended and Restated Bylaws to be inapplicable or unenforceable in such action.
However, the enforceability of similar forum selection provisions in other companies’ governing documents has been challenged in legal proceedings, and it is possible that in connection with any action a court could find the forum selection provisions contained in our Fourth Amended and Restated Bylaws to be inapplicable or unenforceable (in whole or in part) in such action.
For further discussion, please see “Item 4. Information on the Company—B. Business—Environmental and Other Regulations”. European mandatory non-financial reporting regulations. On November 10, 2022, the EU Parliament adopted the Corporate Sustainability Reporting Directive (“CSRD”). EU member states have 18 months to integrate it into national law.
For further discussion, please see “Item 4. Information on the Company—B. Business—Environmental and Other Regulations.” European mandatory non-financial reporting regulations. On November 10, 2022, the EU Parliament adopted the Corporate Sustainability Reporting Directive (“CSRD”). EU member states have 18 months to integrate it into national law.
We are subject to regulation and liability under environmental laws that could require significant expenditures and affect our cash flows and net income.
We are subject to evolving regulation and liability under environmental laws that could require significant expenditures and affect our cash flows and net income.
Whether we may satisfy the “publicly-traded” test depends on factors that are outside of our control, and we cannot provide any assurances that we will or will not satisfy the “publicly-traded” test to claim exemption from U.S. taxation for 2025 or future taxable years. See Item “10. Additional Information—E.
Whether we may satisfy the “publicly-traded” test depends on factors that are outside of our control, and we cannot provide any assurances that we will or will not satisfy the “publicly-traded” test to claim exemption from U.S. taxation for 2026 or future taxable years. See Item “10. Additional Information—E.
Although such costs have not been material to date, if new or more stringent regulations relating to the ISPS Code are adopted by the International Maritime Organization, the United Nations agency for maritime safety and the prevention of pollution by vessels (the “IMO”) and the flag states, these requirements could require significant additional capital expenditures or otherwise increase the costs of our operations. 23 Table of Contents Sulfur regulations to reduce air pollution from ships are likely to require retrofitting of vessels and may cause us to incur significant costs.
Although such costs have not been material to date, if new or more stringent regulations relating to the ISPS Code are adopted by the International Maritime Organization, the United Nations agency for maritime safety and the prevention of pollution by vessels (the “IMO”), and the flag states, these requirements could require significant additional capital expenditures or otherwise increase the costs of our operations. 21 Table of Contents Sulfur regulations to reduce air pollution from vessels are likely to require retrofitting of vessels and may cause us to incur significant costs.
All but 18 of the vessels owned by us as of December 31, 2024, serve as security under our secured debt agreements. If our operating performance declines, we may be required to obtain waivers from our lenders (and other similar counterparties) to avoid default thereunder.
All but 18 of the vessels owned by us as of December 31, 2025, serve as security under our secured debt agreements. If our operating performance declines, we may be required to obtain waivers from our lenders (and other similar counterparties) to avoid default thereunder.
Under the time charters for our vessels, when the vessel is not available for service, it will likely be “off-hire”, in which case the charterer is generally not required to pay hire, and we will be responsible for all costs unless the charterer is responsible for the circumstances giving rise to the lack of availability.
Under the time charters for our vessels, when the vessel is not available for service, it will likely be “off-hire,” in which case the charterer is generally not required to pay hire, and we will be responsible for all costs unless the charterer is responsible for the circumstances giving rise to the lack of availability.
If we are not able to obtain such waivers, our lenders (and other similar counterparties) could exercise their rights upon default and we could be forced into bankruptcy or liquidation. The vessels’ mortgagor or other maritime claimants could arrest our vessels, which could interrupt the charterers’ or our cash flow.
If we are not able to obtain such waivers, our lenders (and other similar counterparties) could exercise their rights upon default and we could be forced into bankruptcy or liquidation. The vessels’ mortgagee or other maritime claimants could arrest our vessels, which could interrupt the charterers’ or our cash flow.
Although we believe that we have been in compliance with all applicable sanctions and embargo laws and regulations, and intend to maintain such compliance, there can be no assurance that we will be in compliance in the future, particularly as the scope of certain laws may be unclear and may be subject to changing interpretations.
Although we believe that we have complied with all applicable sanctions and embargo laws and regulations, and intend to maintain such compliance, there can be no assurance that we will be in compliance in the future, particularly as the scope of certain laws may be unclear and may be subject to changing interpretations.
Our Fourth Amended and Restated Bylaws provide that, unless we consent in writing to the selection of an alternative forum, to the fullest extent permitted by law, the High Court of the Republic of the Marshall Islands shall be the sole and exclusive forum for any internal corporate claim, intra-corporate claim, or claim governed by the internal affairs doctrine, including (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer, employee or shareholder of the Company to the Company or the Company’s shareholders, and (iii) any action asserting a claim arising pursuant to any provision of the BCA or our Amended and Restated Articles of Incorporation or Fourth Amended and Restated Bylaws.
Our Fourth Amended and Restated Bylaws provide that, unless we consent in writing to the selection of an alternative forum, to the fullest extent permitted by law, the High Court of the Republic of the Marshall Islands shall be the sole and exclusive forum for any internal corporate claim, intra-corporate claim, or claim governed by the internal affairs doctrine, including (i) any derivative action or proceeding brought on behalf of us, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer, employee, or shareholder of ours to us or our shareholders, and (iii) any action asserting a claim arising pursuant to any provision of the BCA or our Amended and Restated Articles of Incorporation or our Fourth Amended and Restated Bylaws.
Our financial reporting is partly dependent on accounting and financial information provided to us by Technomar with respect to our vessels. • Our Executive Chairman and our Managers may have conflicts of interest with us which may make them favor their own interests to our detriment. • Due to our lack of diversification, adverse developments in the containership transportation business could harm our business, results of operations and financial condition.
Our financial reporting is partly dependent on accounting and financial information provided to us by Technomar with respect to our vessels. 1 Table of Contents • Our Executive Chairman and our Managers may have conflicts of interest with us which may make them favor their own interests to our detriment. • Due to our lack of diversification, adverse developments in the containership transportation business could harm our business, results of operations, and financial condition.
An increase in SOFR, including as a result of the interest rate increases effected by the Federal Reserve and the Federal Reserve’s recent hike of U.S. interest rates in response to rising inflation, would affect the amount of interest payable under our loan agreements, which, in turn, could have an adverse effect on our profitability, earnings, cash flow, and ability to pay dividends.
An increase in SOFR, including as a result of the interest rate increases effected by the United States Federal Reserve and the United States Federal Reserve’s hike of U.S. interest rates in response to rising inflation, would affect the amount of interest payable under our loan agreements, which, in turn, could have an adverse effect on our profitability, earnings, cash flow, and ability to pay dividends.
Our Executive Chairman is the Founder, Managing Director, and majority beneficial owner of Technomar and the sole beneficial owner of Conchart, our third-party technical and commercial ship managers. Our Executive Chairman also beneficially owns approximately 6.9% of our Class A common shares.
Our Executive Chairman is the Founder, Managing Director, and majority beneficial owner of Technomar and the sole beneficial owner of Conchart, our third-party technical and commercial ship managers. Our Executive Chairman also beneficially owns approximately 7.9% of our Class A common shares.
Please also see “—We are dependent on our charterers and other counterparties fulfilling their obligations under agreements with us, and their inability or unwillingness to honor these obligations could significantly reduce our revenues and cash flow” above. Technological developments which affect global trade flows and supply chains may affect the demand for our vessels.
Please also see “—We are dependent on our charterers and other counterparties fulfilling their obligations under agreements with us, and their inability or unwillingness to honor these obligations could significantly reduce our revenues and cash flow” above. Technological developments that impact global trade flows and supply chains may affect the demand for our vessels.
Changes in laws and regulations in China, including with regards to tax matters, and their implementation by local authorities could affect our charterers’ business and have a material adverse impact on our business, results of operations and financial condition. 16 Table of Contents Our international operations expose us to the risk that increased trade protectionism will harm our business.
Changes in laws and regulations in China, including with regards to tax matters, and their implementation by local authorities could affect our charterers’ business and have a material adverse impact on our business, results of operations, and financial condition. Our international operations expose us to the risk that increased trade protectionism will harm our business.
The arrest or attachment of one or more of our vessels, for valid or invalid reasons, could interrupt the charterers’ or our cash flow and require the charterer or us or our insurance to pay a significant amount to have the arrest lifted.
The arrest or attachment of one or more of our vessels, for valid or invalid reasons, could interrupt the charterers’ or our cash flow and require the charterer or us or our insurer to pay a significant amount to have the arrest lifted.
We may also incur substantial expenditure to improve the specification and commercial characteristics and competitiveness of some of our vessels. Such expenditures could increase as a result of, among other things, the cost of labor and materials, customer requirements and governmental regulations and maritime self-regulatory organization standards relating to safety, security or the environment.
We may also make substantial expenditures to improve the specification and commercial characteristics and competitiveness of some of our vessels. Such expenditures could increase as a result of, among other things, the cost of labor and materials, customer requirements, and governmental regulations and maritime self-regulatory organization standards relating to safety, security, or the environment.
The current state of global financial markets and current economic conditions might adversely impact our ability to issue additional equity at prices that will not be dilutive to our existing shareholders or preclude us from issuing equity at all. 17 Table of Contents We cannot be certain that financing or refinancing will be available on acceptable terms or at all.
The current state of global financial markets and current economic conditions might adversely impact our ability to issue additional equity at prices that will not be dilutive to our existing shareholders or preclude us from issuing equity at all. We cannot be certain that financing or refinancing will be available on acceptable terms or at all.
Our management is required to devote substantial time to complying with public company regulations. • We cannot guarantee that our Board of Directors will declare dividends or otherwise return cash to shareholders.
Our management is required to devote substantial time to complying with public company regulations. • We cannot guarantee that our Board of Directors (our “Board of Directors”) will declare dividends or otherwise return cash to shareholders.
We can give no assurance that dividends will be paid in the future or that cash will be returned to shareholders in other ways. 26 Table of Contents The price of our securities may be volatile.
We can give no assurance that dividends will be paid in the future or that cash will be returned to shareholders in other ways. 24 Table of Contents The price of our securities may be volatile.
Vessel values may fluctuate due to a number of different factors, including: • general economic and market conditions affecting the shipping industry; • the types, sizes and demand for available vessels; • the availability of other modes of transportation; • increases in the supply of vessel capacity; • the cost of newbuildings; • governmental or other regulations; and • the need to upgrade second hand and previously owned vessels as a result of changes in regulations, charterer requirements, technological advances in vessel design or equipment, or otherwise.
Vessel values may fluctuate due to a number of different factors, including: • general economic and market conditions affecting the shipping industry; • the types and sizes of and demand for available vessels; • the availability of other modes of transportation; • increases in the supply of vessel capacity; • the cost of newbuildings; • governmental or other regulations; and • the need to upgrade secondhand and previously owned vessels as a result of regulatory changes, charterer requirements, technological advances in vessel design or equipment, or otherwise.
The process of obtaining further vessels and new charters is highly competitive and depends on a variety of factors, including, among others: • competitiveness of overall price; • availability of committed financing; • containership leasing experience and quality of ship operations (including cost effectiveness); • shipping industry relationships and reputation for reliability, customer service and safety; • quality and experience of seafaring crew; • ability to finance containerships at competitive rates and financial stability generally; • relationships with shipyards and the ability to get suitable berths for newbuildings; • construction management experience, including the ability to obtain on-time delivery of new vessels according to customer specifications; and • the energy efficiency and carbon profile of ships, including technical advances in vessel design, capacity, propulsion technology and fuel consumption efficiency, of us and our competitors. 4 Table of Contents We will face substantial competition in expanding our business from a number of companies.
The process of obtaining further vessels and new charters is highly competitive and depends on a variety of factors, including, among other things: • competitiveness of overall price; • availability of committed financing; • containership leasing experience and quality of ship operations (including cost effectiveness); • shipping industry relationships and reputation for reliability, customer service, and safety; • quality and experience of seafaring crew; • ability to finance containerships at competitive rates and financial stability generally; • relationships with shipyards and the ability to get suitable berths for newbuildings; • construction management experience, including the ability to obtain on-time delivery of new vessels according to customer specifications; and • the energy efficiency and carbon profile of our and our competitors’ vessels, including technical advances in vessel design, capacity, propulsion technology, and fuel consumption efficiency. 4 Table of Contents We will face substantial competition in expanding our business from a number of companies.

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Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

122 edited+42 added−28 removed158 unchanged
Biggest changeCharters agreed up to February 28, 2025 are included below: Vessel Name Capacity in TEUs Lightweight (tons) Year Built Charterer Earliest Charter Expiry Date Latest Charter Expiry Date (2) Daily Charter Rate $ CMA CGM Thalassa 11,040 38,577 2008 CMA CGM 3Q28 4Q28 47,200 (3) ZIM Norfolk (1) 9,115 31,764 2015 ZIM 2Q27 4Q27 65,000 Anthea Y (1) 9,115 31,890 2015 MSC 3Q25 4Q25 Footnote (4) ZIM Xiamen (1) 9,115 31,820 2015 ZIM 3Q27 4Q27 65,000 Sydney Express (1) 9,019 31,254 2016 Hapag-Lloyd (5) 1Q26 4Q29 Footnote (5) Istanbul Express (1) 9,019 31,380 2016 Hapag-Lloyd (5) 3Q26 2Q30 Footnote (5) Bremerhaven Express (1) 9,019 31,199 2015 Hapag Lloyd (5) 1Q26 3Q29 Footnote (5) Czech 9,019 31,319 2015 Hapag-Lloyd (5) 4Q26 3Q30 Footnote (5) MSC Tianjin 8,603 34,243 2005 MSC (6) 3Q27 4Q27 Footnote (6) MSC Qingdao 8,603 34,585 2004 MSC (6) 3Q27 4Q27 Footnote (6) GSL Ningbo 8,603 34,340 2004 MSC 3Q27 1Q28 Footnote (7) GSL Alexandra 8,544 37,809 2004 Maersk 2Q26 3Q26 Footnote (8) GSL Sofia 8,544 37,777 2003 Maersk 3Q26 3Q26 Footnote (8) GSL Effie 8,544 37,777 2003 Maersk 3Q26 3Q26 Footnote (8) GSL Lydia 8,544 37,777 2003 Maersk 2Q26 3Q26 Footnote (8) GSL Eleni 7,847 29,261 2004 Maersk 4Q27 2Q29 Footnote (9) GSL Kalliopi 7,847 29,261 2004 Maersk 1Q28 2Q29 Footnote (9) GSL Grania 7,847 29,261 2004 Maersk 1Q28 3Q29 17,750 (9) Colombia Express (ex Mary) (1) 7,072 23,424 2013 Hapag-Lloyd (10) 4Q28 1Q31 Footnote (10) Panama Express (ex Kristina) (1) 7,072 23,421 2013 Hapag-Lloyd (10) 4Q29 4Q31 Footnote (10) Costa Rica Express (ex Katherine) (1) 7,072 23,403 2013 Hapag-Lloyd (10) 2Q29 3Q31 Footnote (10) Nicaragua Express (ex Alexandra) (1) 7,072 23,348 2013 Hapag-Lloyd (10) 3Q29 4Q31 Footnote (10) CMA CGM Berlioz 7,023 26,776 2001 CMA CGM 4Q25 2Q26 37,750 Mexico Express (ex Alexis) (1) 6,910 23,970 2015 Footnote (10) 3Q29 4Q31 Footnote (10) Jamaica Express (ex Olivia I) (1) 6,910 23,915 2015 Hapag-Lloyd (10) 3Q29 4Q31 Footnote (10) GSL Christen 6,858 27,954 2002 Maersk 4Q27 1Q28 Footnote (11) GSL Nicoletta 6,858 28,070 2002 Maersk 1Q28 2Q28 Footnote (11) Agios Dimitrios 6,572 24,931 2011 MSC (6) 2Q27 3Q27 Footnote (6) GSL Vinia 6,080 23,737 2004 Maersk 1Q28 4Q29 13,250 (12) GSL Christel Elisabeth 6,080 23,745 2004 Maersk 1Q28 3Q29 13,250 (12) GSL Arcadia 6,008 24,858 2000 Maersk 3Q25 1Q26 12,900 (13) GSL Violetta 6,008 24,873 2000 Maersk 2Q25 4Q25 12,900 (13) GSL Maria 6,008 24,414 2001 Maersk 4Q25 1Q27 12,900 (13) GSL MYNY 6,008 24,876 2000 Maersk 2Q25 1Q26 12,900 (13) GSL Melita 6,008 24,859 2001 Maersk 1Q26 3Q26 12,900 (13) GSL Tegea 5,994 24,308 2001 Maersk 1Q26 3Q26 12,900 (13) GSL Dorothea 5,994 24,243 2001 Maersk 1Q26 3Q26 12,900 (13) Tasman (20) 5,936 25,010 2000 Maersk 1Q25 1Q25 21,500 Dimitris Y (ex Zim Europe) 5,936 25,010 2000 ONE 2Q25 3Q25 33,900 Ian H 5,936 25,128 2000 COSCO 4Q27 4Q27 Footnote (14) GSL Tripoli 5,470 22,109 2009 Maersk 3Q27 4Q27 17,250 GSL Kithira 5,470 22,259 2009 Maersk 4Q27 1Q28 17,250 GSL Tinos 5,470 22,068 2010 Maersk 3Q27 4Q27 17,250 GSL Syros 5,470 22,099 2010 Maersk 4Q27 4Q27 17,250 Dolphin II 5,095 20,596 2007 OOCL 1Q25 3Q25 53,500 Orca I 5,095 20,633 2006 Maersk 2Q25 4Q25 21,000 CMA CGM Alcazar 5,089 20,087 2007 CMA CGM 3Q26 1Q27 35,500 GSL Château d’If 5,089 19,994 2007 CMA CGM 4Q26 1Q27 35,500 GSL Susan 4,363 17,309 2008 CMA CGM 3Q27 1Q28 Footnote (15) CMA CGM Jamaica 4,298 17,272 2006 CMA CGM 1Q28 2Q28 Footnote (15) CMA CGM Sambhar 4,045 17,355 2006 CMA CGM 1Q28 2Q28 Footnote (15) CMA CGM America 4,045 17,355 2006 CMA CGM 1Q28 2Q28 Footnote (15) GSL Rossi 3,421 16,420 2012 ZIM 1Q26 3Q26 35,311 (16) GSL Alice 3,421 16,543 2014 CMA CGM 2Q28 3Q28 20,500 (3) GSL Eleftheria 3,421 16,642 2013 Maersk 3Q25 4Q25 37,975 GSL Melina 3,404 16,703 2013 Maersk 4Q26 4Q26 29,900 Athena 2,980 13,538 2003 MSC 2Q25 3Q25 17,500 GSL Valerie 2,824 11,971 2005 ZIM 3Q27 4Q27 32,000 (17) GSL Mamitsa (ex Matson Molokai) 2,824 11,949 2007 Matson 2Q25 3Q25 36,600 GSL Lalo 2,824 11,950 2006 MSC 2Q25 3Q25 18,000 GSL Mercer 2,824 11,970 2007 ONE 1Q27 2Q27 35,750 (18) GSL Elizabeth 2,741 11,530 2006 Maersk 2Q26 2Q26 20,360 GSL Chloe (ex Beethoven) 2,546 12,212 2012 ONE 1Q27 2Q27 33,000 (18) GSL Maren 2,546 12,243 2014 OOCL 1Q26 2Q26 16,500 Maira 2,506 11,453 2000 CMA CGM 4Q26 1Q27 26,000 Nikolas 2,506 11,370 2000 CMA CGM 4Q26 1Q27 26,000 Newyorker 2,506 11,463 2001 Maersk 1Q25 2Q25 17,250 Manet 2,288 11,534 2001 OOCL 3Q26 4Q26 24,000 Kumasi 2,220 11,652 2002 Wan Hai 1Q25 2Q25 38,000 Akiteta (20) 2,220 11,592 2002 OOCL 1Q25 1Q25 32,000 Keta (20) 2,207 11,731 2003 CMA CGM 1Q25 1Q25 25,000 Julie 2,207 11,731 2002 MSC 2Q25 3Q25 Footnote (19) 34 Table of Contents (1) Modern design, high reefer capacity, fuel-efficient “ECO” vessel.
Biggest changeCharters agreed up until February 28, 2026, are detailed in the table below: Vessel Name Capacity in TEUs Lightweight (tons) Year Built Charterer Earliest Charter Expiry Date Latest Charter Expiry Date (2) Daily Charter Rate $ CMA CGM Thalassa 11,040 38,577 2008 CMA CGM 3Q28 1Q29 47,200 ZIM Norfolk (1) 9,115 31,764 2015 ZIM 2Q32 4Q32 65,000 (3) Anthea Y (1) 9,115 31,890 2015 MSC 4Q28 4Q28 Footnote (4) ZIM Xiamen (1) 9,115 31,820 2015 ZIM 3Q32 4Q32 65,000 (3) Sydney Express (1) 9,019 31,254 2016 Hapag-Lloyd 3Q27 4Q29 Footnote (5) Istanbul Express (1) 9,019 31,380 2016 Hapag-Lloyd 3Q26 2Q30 Footnote (5) Bremerhaven Express (1) 9,019 31,199 2015 Hapag Lloyd 2Q27 3Q29 Footnote (5) Czech (1) 9,019 31,319 2015 Hapag-Lloyd 4Q26 3Q30 Footnote (5) MSC Tianjin 8,603 34,243 2005 MSC (6) 3Q30 1Q31 Footnote (6) MSC Qingdao 8,603 34,586 2004 MSC (6) 4Q30 1Q31 Footnote (6) GSL Ningbo 8,603 34,340 2004 MSC 3Q30 1Q31 Footnote (7) GSL Alexandra 8,599 37,809 2004 Maersk (8) 2Q28 3Q28 Footnote (8) GSL Sofia 8,599 37,777 2003 Maersk (8) 3Q28 3Q28 Footnote (8) GSL Effie 8,599 37,777 2003 Maersk (8) 3Q28 3Q28 Footnote (8) GSL Lydia 8,599 37,777 2003 Maersk (8) 2Q28 3Q28 Footnote (8) Lotus A 8,586 33,026 2010 CMA CGM 2Q26 3Q30 Footnote (9) Koi 8,586 33,019 2011 CMA CGM 1Q26 2Q30 Footnote (9) Cypress 8,586 33,026 2011 CMA CGM 2Q26 2Q30 Footnote (9) GSL Eleni 7,847 29,261 2004 Maersk 4Q27 2Q29 Footnote (10) GSL Kalliopi 7,847 29,261 2004 Maersk 1Q28 3Q29 Footnote (10) GSL Grania 7,847 29,261 2004 Maersk 1Q28 3Q29 Footnote (10) Colombia Express (1) 7,072 23,424 2013 Hapag-Lloyd 4Q28 1Q31 Footnote (11) Panama Express (1) 7,072 23,424 2013 Hapag-Lloyd 4Q29 4Q31 Footnote (11) Costa Rica Express (1) 7,072 23,424 2013 Hapag-Lloyd 2Q29 3Q31 Footnote (11) Nicaragua Express (1) 7,072 23,424 2013 Hapag-Lloyd 3Q29 4Q31 Footnote (11) CMA CGM Berlioz 7,023 26,776 2001 CMA CGM (12) 3Q29 3Q29 37,750 (12) Mexico Express (1) 6,918 23,970 2015 Hapag-Lloyd 3Q29 4Q31 Footnote (11) Jamaica Express (1) 6,918 23,915 2015 Hapag-Lloyd 3Q29 4Q31 Footnote (11) GSL Christen 6,858 27,954 2002 Maersk 4Q27 1Q28 Footnote (13) GSL Nicoletta 6,858 28,070 2002 Maersk 1Q28 2Q28 Footnote (13) Agios Dimitrios 6,572 24,931 2011 MSC 3Q30 4Q30 Footnote (6) GSL Vinia 6,080 23,737 2004 Maersk 1Q28 4Q29 Footnote (14) GSL Christel Elisabeth 6,080 23,745 2004 Maersk 1Q28 3Q29 Footnote (14) GSL Arcadia 6,008 24,858 2000 Maersk (15) 1Q29 2Q29 12,700 (15) GSL Violetta 6,008 24,873 2000 Maersk (15) 1Q29 1Q29 12,900 (15) GSL Maria 6,008 24,414 2001 Maersk (15) 1Q30 2Q30 12,700 (15) GSL MYNY 6,008 24,876 2000 Footnote (15) 1Q29 2Q29 Footnote (15) GSL Melita 6,008 24,859 2001 Maersk (15) 3Q29 3Q29 12,700 (15) GSL Tegea 5,994 24,308 2001 Maersk (15) 3Q29 4Q29 12,700 (15) GSL Dorothea 5,994 24,243 2001 Maersk (15) 3Q29 3Q29 12,700 (15) Ian H 5,936 25,128 2000 COSCO 4Q27 4Q27 Footnote (16) GSL Tripoli 5,470 22,109 2009 Maersk 3Q27 4Q27 17,250 GSL Kithira 5,470 22,259 2009 Maersk 4Q27 1Q28 17,250 GSL Tinos 5,470 22,068 2010 Maersk 3Q27 4Q27 17,250 GSL Syros 5,470 22,099 2010 Maersk 4Q27 4Q27 17,250 Orca I 5,308 20,633 2006 Footnote (17) 3Q28 4Q28 Footnote (17) Dolphin II 5,095 20,596 2007 Footnote (17) 1Q28 2Q28 Footnote (17) CMA CGM Alcazar 5,089 20,087 2007 CMA CGM 3Q29 4Q29 35,500 (18) GSL Château d’If 5,089 19,994 2007 CMA CGM 4Q29 1Q30 35,500 (18) GSL Susan 4,363 17,309 2008 CMA CGM 3Q27 1Q28 Footnote (19) CMA CGM Jamaica 4,298 17,272 2006 CMA CGM 1Q28 2Q28 Footnote (19) CMA CGM Sambhar 4,045 17,355 2006 CMA CGM 1Q28 2Q28 Footnote (19) CMA CGM America 4,045 17,355 2006 CMA CGM 1Q28 2Q28 Footnote (19) GSL Rossi 3,421 16,420 2012 ZIM 1Q29 2Q29 35,000 (20) GSL Alice 3,421 16,543 2014 CMA CGM 2Q28 3Q28 31,000 GSL Eleftheria 3,421 16,642 2013 Maersk 3Q28 4Q28 33,000 GSL Melina 3,404 16,703 2013 Maersk 4Q26 4Q26 29,900 Athena 2,980 13,538 2003 MSC 2Q27 3Q27 Footnote (21) GSL Valerie 2,824 11,971 2005 ZIM 2Q27 3Q27 Footnote (22) GSL Mamitsa 2,824 11,949 2007 RCL 1Q28 2Q28 28,000 GSL Lalo 2,824 11,950 2006 MSC 2Q27 3Q27 Footnote (23) GSL Mercer 2,824 11,970 2007 ONE 1Q27 2Q27 Footnote (24) GSL Elizabeth 2,741 11,530 2006 Maersk 3Q28 4Q28 20,360 (25) Newyorker 2,635 11,463 2001 Maersk 2Q27 3Q27 Footnote (26) Nikolas 2,635 11,370 2000 CMA CGM 4Q26 2Q27 26,000 GSL Chloe 2,546 12,212 2012 ONE 1Q27 2Q27 Footnote (24) GSL Maren 2,546 12,243 2014 OOCL 2Q28 3Q28 16,500 (27) Maira 2,506 11,453 2000 CMA CGM 1Q27 2Q27 26,000 Manet 2,288 11,534 2001 OOCL 3Q26 4Q26 24,000 Kumasi 2,220 11,652 2002 MSC 4Q26 1Q27 Footnote (28) Julie 2,207 11,731 2002 MSC 3Q27 3Q27 Footnote (29) 32 Table of Contents (1) Modern design, high reefer capacity, fuel-efficient “ECO” vessel.
California also approved regulations to reduce emissions from diesel auxiliary engines on certain ocean-going vessels while in California ports, including container ship fleets that make 25 or more annual visits to California ports, which became effective January 2023 with respect to containerships. These federal and state requirements may increase our capital expenditures and operating costs while in applicable ports.
California also approved regulations to reduce emissions from diesel auxiliary engines on certain ocean-going vessels while in California ports, including container ship fleets that make 25 or more annual visits to California ports, which became effective in January 2023 with respect to containerships. These federal and state requirements may increase our capital expenditures and operating costs while in applicable ports.
For instance, the EU has adopted directives that require member states to refuse access to their ports to certain sub-standard vessels, according to various factors, such as the vessel’s condition, flag, and number of previous detentions (Directive 2009/16 of vessels using their ports annually (based on an inspection “share” of the relevant member state of the total number of inspections to be carried out within the EU and the Paris Memorandum of Understanding on Port State Control region), inspect all vessels which are due for a mandatory inspection (based, among other things, on their type, age, risk profile and the time of their last inspection) and carry out more frequent inspections of vessels with a high risk profile.
For instance, the EU has adopted directives that require member states to refuse access to their ports to certain sub-standard vessels, according to various factors, such as the vessel’s condition, flag, and number of previous detentions (Directive 2009/16) of vessels using their ports annually (based on an inspection “share” of the relevant member state of the total number of inspections to be carried out within the EU and the Paris Memorandum of Understanding on Port State Control region), inspect all vessels which are due for a mandatory inspection (based on, among other things, their type, age, risk profile, and the time of their last inspection) and carry out more frequent inspections of vessels with a high risk profile.
If any vessel does not maintain its class and/or fails any annual survey, intermediate survey, drydocking or special survey, the vessel will be unable to carry cargo between ports and will be unemployable and uninsurable which could cause us to be in violation of certain covenants in our loan agreements.
If any vessel does not maintain its class and/or fails any annual survey, intermediate survey, drydocking, or special survey, the vessel will be unable to carry cargo between ports and will be unemployable and uninsurable which could cause us to be in violation of certain covenants in our loan agreements.
Coverage includes third-party liability, crew liability and other related expenses resulting from the abandonment, injury or death of crew, and other third parties, the loss or damage to cargo, claims arising from collisions with other vessels, damage to other third-party property, pollution arising from oil or other substances and salvage, towing and other related costs, including wreck removal.
Coverage includes third-party liability, crew liability, and other related expenses resulting from the abandonment, injury, or death of crew, and other third parties, the loss of or damage to cargo, claims arising from collisions with other vessels, damage to other third-party property, pollution arising from oil or other substances and salvage, towing and other related costs, including wreck removal.
The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The address of the SEC’s Internet site is www.sec.gov. Our website address is www.globalshiplease.com. None of the information contained on these websites is incorporated herein by reference or forms a part of this Annual Report.
The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The address of the SEC’s Internet site is http://www.sec.gov. Our website address is http://www.globalshiplease.com. None of the information contained on these websites is incorporated herein by reference or forms a part of this Annual Report.
The IMO’s International Convention for the Control and Management of Ships’ Ballast Water and Sediments, or the BWM Convention, requires the installation of ballast water treatment systems on certain newbuilding vessels for which the keel is laid after September 8, 2017 and for existing vessels at the renewal of their International Oil Pollution Prevention Certificate after September 8, 2019.
The IMO’s International Convention for the Control and Management of Ships’ Ballast Water and Sediments, or the BWM Convention, requires the installation of ballast water treatment systems on certain newbuilding vessels for which the keel is laid after September 8, 2017 and for existing vessels at the renewal of their International Oil Pollution Prevention Certificate (IOPP) after September 8, 2019.
Most EU member states have ratified the Bunker Convention. The EU has adopted a regulation (EU Ship Recycling Regulation (1257/2013)) which sets forth rules relating to vessel recycling and management of hazardous materials on vessels.
Most EU member states have ratified the Bunker Convention. The EU adopted a regulation (EU Ship Recycling Regulation (1257/2013)), which sets forth rules relating to vessel recycling and management of hazardous materials on vessels.
Additionally, on July 14, 2021, the European Commission published a package of draft proposals as part of its ‘Fit for 55’ environmental legislative agenda and as part of the wider EU Green Deal growth strategy.
On July 14, 2021, the European Commission published a package of draft proposals as part of its ‘Fit for 55’ environmental legislative agenda and as part of the wider EU Green Deal growth strategy.
Coast Guard and state regulations could require the installation of ballast water treatment equipment on our vessels or the implementation of other port facility disposal procedures at potentially substantial cost, or may otherwise restrict our vessels from entering U.S. waters. 45 Table of Contents Non-military, non-recreational vessels greater than 79 feet in length must continue to comply with the requirements of the VGP.
Coast Guard, and state regulations could require the installation of ballast water treatment equipment on our vessels or the implementation of other port facility disposal procedures at potentially substantial cost, or may otherwise restrict our vessels from entering U.S. waters. 42 Table of Contents Non-military, non-recreational vessels greater than 79 feet in length must continue to comply with the requirements of the VGP.
We evaluate obtaining such coverage on an ongoing basis, taking into account insurance market conditions and the employment of our vessels. 50 Table of Contents Protection and Indemnity Insurance Protection and indemnity insurance is provided by mutual protection and indemnity associations, or P&I associations, (“Clubs”) which insure our third-party and crew liabilities in connection with our shipping activities.
We evaluate obtaining such coverage on an ongoing basis, taking into account insurance market conditions and the employment of our vessels. 47 Table of Contents Protection and Indemnity Insurance Protection and indemnity insurance is provided by mutual protection and indemnity associations, or P&I associations (“Clubs”), which insure our third-party and crew liabilities in connection with our shipping activities.
Any such inability to carry cargo or be employed, or any such violation of covenants, could have a material adverse impact on our financial condition and results of operations. 39 Table of Contents The following table shows the classification societies for our vessels and lists the date by which they need to have completed their next drydocking.
Any such inability to carry cargo or be employed, or any such violation of covenants, could have a material adverse impact on our financial condition and results of operations. 37 Table of Contents The following table shows the classification societies for our vessels and lists the date by which they need to have completed their next drydocking.
Due to the recent industry downturn, there have been an increased number of vessels available for charter, including many from owners with strong reputations and experience. Excess supply of vessels in the container shipping market results in a more active short-term charter market and greater price competition for charters.
Due to the recent industry downturn, there has been an increased number of vessels available for charter, including many from owners with strong reputations and experience. Excess supply of vessels in the container shipping market results in a more active short-term charter market and greater price competition for charters.
Now Annex VI provides for a three-tier reduction in NOx emissions from marine diesel engines, with the final tier (or Tier III) to apply to engines installed on vessels constructed on or after January 1, 2016 and which operate in the North American ECA or the U.S.
Now Annex VI provides for a three-tier reduction in NOx emissions from marine diesel engines, with the final tier (or Tier III) applicable to engines installed on vessels constructed on or after January 1, 2016 and which operate in the North American ECA or the U.S.
Because such laws and regulations frequently change, we cannot predict the ultimate cost of complying with these requirements or the impact of these requirements on the resale or current market value or useful lives of our vessels. 41 Table of Contents A variety of government, quasi-government and private entities require us to obtain permits, licenses or certificates for the operation of our vessels.
Because such laws and regulations frequently change, we cannot predict the ultimate cost of complying with these requirements or the impact of these requirements on the resale or current market value or useful lives of our vessels. A variety of government, quasi-government, and private entities require us to obtain permits, licenses, or certificates for the operation of our vessels.
The Latest Charter Expiry Dates shown in this table have been adjusted to reflect offhire accrued up to December 31, 2024, plus estimated offhire scheduled to occur during the remaining lifetimes of the respective charters.
The Latest Charter Expiry Dates shown in this table have been adjusted to reflect offhire accrued up to December 31, 2025, plus estimated offhire scheduled to occur during the remaining lifetimes of the respective charters.
Related Party Transactions—Ship Management Agreements.” Commercial Management Commercial management of vessels includes evaluating possible daily rate and duration of future employment, marketing a vessel for such employment, agreeing the detailed terms of a new charter or extension of an existing charter, administering the conduct of the charter including collection of charter-hire where necessary.
Major Shareholders and Related Party Transactions—B. Related Party Transactions—Ship Management Agreements.” Commercial Management Commercial management of vessels includes evaluating possible daily rate and duration of future employment, marketing a vessel for such employment, agreeing the detailed terms of a new charter or extension of an existing charter, administering the conduct of the charter including collection of charter-hire where necessary.
European Union Requirements In waters of the EU, our vessels are subject to regulation by EU-level legislation, including directives implemented by the various member states through laws and regulations of these requirements. These laws and regulations prescribe measures, among others, to prevent pollution, protect the environment and support maritime safety.
European Union Requirements In waters of the EU, our vessels are subject to regulation by EU-level legislation, including directives implemented by the various member states through laws and regulations of these requirements. These laws and regulations prescribe measures, among other things, to prevent pollution, protect the environment, and support maritime safety.
We believe the staggered expirations of our charters reduces our exposure to rechartering risk and may mitigate the impact of the cyclical nature of the container shipping industry. Daily Charter Rate Daily charter rate refers to the gross amount per day payable by the charterer to the owner for the use of the vessel.
We believe the staggered expirations of our charters reduces our exposure to rechartering risk and may mitigate the impact of the cyclical nature of the container shipping industry. 34 Table of Contents Daily Charter Rate Daily charter rate refers to the gross amount per day payable by the charterer to the owner for the use of the vessel.
Under both OPA and CERCLA, liability is unlimited if the incident is caused by gross negligence, willful misconduct or a violation of certain regulations. 44 Table of Contents We maintain pollution liability coverage insurance in the amount of $1 billion per incident for each of our vessels.
Under both OPA and CERCLA, liability is unlimited if the incident is caused by gross negligence, willful misconduct, or a violation of certain regulations. We maintain pollution liability coverage insurance in the amount of $1 billion per incident for each of our vessels.
The European Maritime Safety Agency has been established to provide technical support to the EU Commission and member states in respect of EU legislation pertaining to maritime safety, pollution and security. The EU, any individual country or other competent authority may adopt additional legislation or regulations applicable to us and our operations.
The European Maritime Safety Agency was established to provide technical support to the EU Commission and member states in respect of EU legislation pertaining to maritime safety, pollution, and security. The EU, any individual country or other competent authority may adopt additional legislation or regulations applicable to us and our operations.
On March 5, 2025, we announced an increase in our supplemental quarterly dividend by $0.075 per Class A common share (subject to declaration by our Board of Directors), representing an 16.7% increase on our quarterly dividend of $0.45 per Class A common share (taking into account regular and supplemental quarterly dividend).
On March 5, 2025, we announced an increase in our supplemental quarterly dividend by $0.075 per Class A common share (subject to declaration by our Board of Directors), representing an 16.7% increase, at that time, on our quarterly dividend of $0.45 per Class A common share (taking into account regular and supplemental quarterly dividend).
Our existing vessels have implemented the various security measures addressed by the MTSA, the SOLAS Convention and the ISPS Code. Inspection by Classification Societies The hull and machinery of every commercial vessel must be classed by a classification society authorized by its country of registry.
Our existing vessels have implemented the various security measures addressed by the MTSA, the SOLAS Convention, and the ISPS Code. 46 Table of Contents Inspection by Classification Societies The hull and machinery of every commercial vessel must be classed by a classification society authorized by its country of registry.
These amendments became effective on June 1, 2022. Additional amendments to the BWM Convention, concerning the form of the Ballast Water Record Book entered into force on February 1, 2025, and additional amendments concerning the use of Ballast Water Record Books in electronic form are expected to enter into force in October 2025.
These amendments became effective on June 1, 2022. Additional amendments to the BWM Convention, concerning the form of the Ballast Water Record Book entered into force on February 1, 2025, and additional amendments concerning the use of Ballast Water Record Books in electronic form entered into force on October 1, 2025.
However, permits can be obtained in case charterers wish to trade the vessels in USA Canada and/or transit Panama Canal. Environmental and Other Regulations Government regulation significantly affects our business and the operation of our vessels.
However, permits can be obtained in case charterers wish to trade the vessels in the U.S. or Canada and/or transit the Panama Canal. Environmental and Other Regulations Government regulation significantly affects our business and the operation of our vessels.
Vessel Name Classification Society Drydocking Date (1) CMA CGM Thalassa RINA Jul-27 ZIM Norfolk DNV & RINA Jun-30 Anthea Y DNV & RINA Mar-28 ZIM Xiamen DNV & RINA Aug-25 Sydney Express DNV Jan-29 Istanbul Express DNV Apr-31 Bremerhaven Express DNV Mar-31 Czech RINA Oct-25 MSC Tianjin RINA Aug-29 MSC Qingdao BV Apr-29 GSL Ningbo BV May-29 GSL Alexandra RINA Jul-28 GSL Sofia RINA May-28 GSL Effie RINA Sep-28 GSL Lydia RINA Mar-28 GSL Eleni RINA Jul-29 GSL Kalliopi RINA Oct-29 GSL Grania RINA In progress Colombia Express RINA Jan-29 Panama Express RINA Nov-29 Costa Rica Express RINA Jul-29 Nicaragua Express RINA Nov-29 CMA CGM Berlioz BV Jul-26 Mexico Express DNV & RINA Sep-29 Jamaica Express DNV & RINA Sep-29 GSL Christen RINA Feb-28 GSL Nicoletta RINA Nov-27 Agios Dimitrios BV Jun-29 GSL Vinia BV In progress GSL Christel Elisabeth BV Sep-29 GSL Arcadia DNV Dec-25 GSL Violetta DNV Aug-25 GSL Maria RINA Dec-26 GSL MYNY DNV Oct-25 GSL Melita RINA May-26 GSL Tegea RINA Jun-26 GSL Dorothea RINA May-26 Tasman (2) BV Apr-25 Dimitris Y BV May-25 Ian H BV Dec-29 GSL Tripoli RINA May-28 GSL Kithira RINA Jan-28 GSL Tinos RINA Jul-28 GSL Syros RINA Apr-28 Dolphin II BV Jan-27 Orca I BV Nov-26 CMA CGM Alcazar BV Nov-27 GSL Château d’If BV Dec-27 GSL Susan RINA May-28 CMA CGM Jamaica DNV Sep-26 CMA CGM Sambhar RINA Jul-26 CMA CGM America RINA Sep-26 GSL Rossi RINA Mar-27 GSL Alice RINA Jan-29 GSL Eleftheria RINA May-28 GSL Melina RINA Nov-28 Athena RINA Feb-28 GSL Valerie DNV Jun-25 GSL Mamitsa RINA May-25 GSL Lalo RINA Aug-26 GSL Mercer RINA May-27 GSL Elizabeth RINA Mar-26 GSL Chloe RINA Feb-30 GSL Maren RINA Mar-29 Maira RINA Aug-25 Nikolas RINA Aug-25 Newyorker RINA Jan-26 Manet BV Oct-26 Kumasi BV Mar-27 Akiteta (2) BV Jan-27 Keta (2) BV Nov-26 Julie RINA Nov-27 (1) Expected date of drydocking assumes that the vessel qualifies for in-water inspections at the intermediate survey.
Vessel Name Classification Society Drydocking Date (1) CMA CGM Thalassa RINA Dec-26 ZIM Norfolk RINA Jun-30 Anthea Y RINA Jul-30 ZIM Xiamen RINA Feb-28 Sydney Express DNV Jan-29 Istanbul Express DNV Apr-31 Bremerhaven Express DNV Mar-31 Czech RINA Mar-28 MSC Tianjin RINA Aug-29 MSC Qingdao BV Apr-29 GSL Ningbo BV May-29 GSL Alexandra RINA Jul-28 GSL Sofia RINA May-28 GSL Effie RINA Sep-28 GSL Lydia RINA Mar-28 Koi KR Apr-26 Lotus A KR Apr-30 Cypress KR Apr-26 GSL Eleni RINA Jul-29 GSL Kalliopi RINA Oct-29 GSL Grania RINA Sep-29 Colombia Express RINA Jan-29 Panama Express RINA Nov-29 Costa Rica Express RINA Jul-29 Nicaragua Express RINA Nov-29 CMA CGM Berlioz BV Julr-26 Mexico Express DNV & RINA Sep-29 Jamaica Express DNV & RINA Sep-29 GSL Christen RINA Feb-28 GSL Nicoletta RINA Nov-27 Agios Dimitrios BV Jun-29 GSL Vinia BV Oct-29 GSL Christel Elisabeth BV Sep-29 GSL Arcadia DNV Feb-26 GSL Violetta RINA Nov-30 GSL Maria RINA Dec-26 GSL MYNY RINA DD in progress GSL Melita RINA May-26 GSL Tegea RINA Jun-26 GSL Dorothea RINA May-26 Ian H BV Dec-29 GSL Tripoli RINA May-28 GSL Kithira RINA Jan-29 GSL Tinos RINA Jul-28 GSL Syros RINA Mar-28 Dolphin II BV Jan-27 Orca I BV Nov-26 CMA CGM Alcazar BV Nov-27 GSL Château d’If BV Dec-27 GSL Susan RINA May-28 CMA CGM Jamaica DNV Sep-26 CMA CGM Sambhar RINA Jul-26 CMA CGM America RINA Sep-26 GSL Rossi RINA Mar-27 GSL Alice RINA Jan-29 GSL Eleftheria RINA May-28 GSL Melina RINA Nov-28 Athena RINA Feb-28 GSL Valerie DNV Jun-30 GSL Mamitsa RINA Feb-30 GSL Lalo RINA Aug-26 GSL Mercer RINA May-27 GSL Elizabeth RINA Jun-26 GSL Chloe RINA Feb-30 GSL Maren RINA Mar-29 Maira RINA Aug-30 Nikolas RINA Aug-30 Newyorker RINA Jan-31 Manet BV Oct-26 Kumasi BV Mar-27 Julie RINA Nov-27 (1) Expected date of drydocking assumes that the vessel qualifies for in-water inspections at the intermediate survey.
The IMO also regulates vessel safety. The International Safety Management Code, or the ISM Code, provides an international standard for the safe management and operation of ships and for pollution prevention. The ISM Code requires our vessels to develop and maintain an extensive “Safety Management System” that includes the adoption of a safety and environmental protection policy and implementation procedures.
The International Safety Management Code, or the ISM Code, provides an international standard for the safe management and operation of ships and for pollution prevention. The ISM Code requires our vessels to develop and maintain an extensive “Safety Management System” that includes the adoption of a safety and environmental protection policy and implementation procedures.
In November 2024, we agreed to purchase four high-reefer ECO 9,000 TEU vessels, which we refer to as the Newly Acquired Vessels, for an aggregate price of $274.0 million. Three of the vessels were delivered in December 2024 and the fourth in January 2025.
In November 2024, we agreed to purchase four high-reefer ECO 9,019 TEU vessels, which we refer to as the 2024 Acquired Vessels, for an aggregate price of $274.0 million. Three of the vessels were delivered to us in December 2024 and the fourth in January 2025.
Commencing January 1, 2024, we also pay Technomar a fee of EUR 7,500, per annum per vessel, pro rata, for the provision of additional services relating to our compliance with EU ETS requirements, such services including, among others, gathering and monitoring emissions data, calculating emissions allowances, reporting verified emissions data to the relevant authorities, and managing and monitoring EU ETS trading accounts on our behalf.
We also pay Technomar a fee of EUR 7,500, per annum per vessel, pro rata, for the provision of additional services relating to our compliance with (i) EU ETS requirements, effective January 1, 2024, and (ii) FEUM requirements, effective January 1, 2026, such services including, among others, gathering and monitoring emissions data, calculating emissions allowances, reporting verified emissions data to the relevant authorities, and managing and monitoring EU ETS trading accounts on our behalf.
There are two key initiatives relevant to maritime arising from these proposals: (a) the EU ETS, a bespoke emissions trading scheme for the maritime sector which commenced in 2024 and applies to all ships above a gross tonnage of 5,000; and (b) an FEUM draft regulation which seeks to require all ships above a gross tonnage of 5,000 to carry on board an FEUM certificate of compliance from 30 June 2025 as evidence of compliance with the limits on the greenhouse gas intensity of the energy used on-board by a ship and with the requirements on the use of on-shore power supply (OPS) at berth.
There are two key initiatives relevant to maritime arising from these proposals: (a) the EU ETS, a bespoke emissions trading scheme for the maritime sector which commenced in 2024 and applies to all ships above a gross tonnage of 5,000; and (b) a FuelEU Maritime regulation which seeks to require all ships above a gross tonnage of 5,000 to carry on board a ‘FuelEU certificate of compliance’ from June 30, 2026 as evidence of compliance with the limits on the greenhouse gas intensity of the energy used on-board by a ship and with the requirements on the use of on-shore power supply (OPS) at berth.
The cap under the EU ETS would be set by taking into account EU MRV system emissions data for the years 2018 and 2019, adjusted, from year 2021 and is to capture 100% of the emissions from intra-EU maritime voyages; 100% of emissions from ships at berth in EU ports; and 50% of emissions from voyages which start or end at EU ports (but the other destination is outside the EU).
The cap under the EU ETS was set by taking into account EU MRV system emissions data for the years 2018 and 2019, adjusted, from the year 2021 capturing 100% of the emissions from intra-EU maritime voyages; 100% of emissions from ships at berth in EU ports; and 50% of emissions from voyages which start or end at EU ports (but the other destination is outside the EU).
Not all of the permits, licenses and certificates currently required to operate the vessels globally have been obtained by us or our ship managers. For example, Keta, Julie, Kumasi and Akiteta have not been certified to comply with all U.S., Canadian and Panama Canal regulations, as our charterers do not intend to operate them in these waters.
Not all of the permits, licenses, and certificates currently required to operate the vessels globally have been obtained by us or our ship managers. For example, Julie has not been certified to comply with all U.S., Canadian, and Panama Canal regulations, as our charterers do not intend to operate it in these waters.
The EU ETS Fee is subject to a good faith re-appraisal as market standards evolve. 37 Table of Contents We expect that additional vessels that we may acquire in the future will also be managed under a TTMA on substantially similar terms. For additional information on each TTMA, including term and termination provisions, please see “Item 7.
The fee covering EU ETS and FEUM services is subject to a good faith re-appraisal as market standards evolve. We expect that additional vessels that we may acquire in the future will also be managed under a TTMA on substantially similar terms. For additional information on each TTMA, including term and termination provisions, please see “Item 7.
Time charter agreements may include options, in favor of the owner or the charterer, to extend the charter on pre-agreed terms. At the end of a charter, the vessel may be re-delivered by the charterer within a pre-agreed time window, to allow for operational flexibility.
The initial term for a time charter commences on the vessel’s delivery to the charterer. Time charter agreements may include options, in favor of the owner or the charterer, to extend the charter on pre-agreed terms. At the end of a charter, the vessel may be re-delivered by the charterer within a pre-agreed time window, to allow for operational flexibility.
The regulation also contains rules for the control and proper management of hazardous materials on vessels and prohibits or restricts the installation or use of certain hazardous materials on vessels. The regulation seeks to facilitate the ratification of the IMO’s Hong Kong International Convention for the Safe and Environmentally Sound Recycling of Ships, 2009.
The regulation also contains rules for the control and proper management of hazardous materials on vessels and prohibits or restricts the installation or use of certain hazardous materials on vessels. The regulation facilitated the ratification of the IMO’s Hong Kong International Convention for the Safe and Environmentally Sound Recycling of Ships, 2009, or the HKC.
Related Party Transactions—Ship Management Agreements.” 38 Table of Contents Pursuant to a Brokerage Services Agreement dated February 21, 2020 among the Company, each vessel owning subsidiary and GSL Enterprises Ltd (“GSL Enterprises”), GSL Enterprises has been engaged by the Company and the vessel owning subsidiaries to provide various brokerage, administrative and other services.
Related Party Transactions—Ship Management Agreements.” Pursuant to a Brokerage Services Agreement dated February 21, 2020 among us, each vessel owning subsidiary and GSL Enterprises Ltd. (“GSL Enterprises”), GSL Enterprises has been engaged by us and the vessel owning subsidiaries to provide various brokerage, administrative and other services.
We pay Technomar a daily management fee of Euro 820 from January 1, 2025, compared to Euro 785 for 2024, per vessel, payable in U.S. dollars, which, in addition to the technical ship management services noted above, includes administrative support services provided to us including accounting and financial reporting, treasury management and legal services.
We pay Technomar a daily management fee of Euro 850 from January 1, 2026, compared to Euro 820 for 2025, per vessel, payable in monthly instalments in advance in U.S. dollars, which, in addition to the technical ship management services noted above, includes administrative support services provided to us including accounting and financial reporting, treasury management and legal services.
Additional ECAs could be established in the future. From January 1, 2020, the IMO mandated global sulfur cap of 0.5% m/m was implemented. Vessels comply either by being fitted with exhaust gas cleaning systems (“scrubbers”), allowing the vessel to continue to use less expensive, higher sulfur content fuel or by burning more expensive, low sulfur fuel.
From January 1, 2020, the IMO mandated global sulfur cap of 0.5% m/m was implemented. Vessels comply either by being fitted with exhaust gas cleaning systems (“scrubbers”), allowing the vessel to continue to use less expensive, higher sulfur content fuel or by burning more expensive, low sulfur fuel.
A vessel generally will be deemed to be off-hire if there is an occurrence that affects the full working condition of the vessel, including, among other things: • certain drydocking for repairs, maintenance or classification society inspection; • any damage, defect, breakdown or deficiency of the ship’s hull, machinery or equipment or repairs or maintenance thereto; • any deficiency of the ship’s master, officers and/or crew, including the failure, refusal or inability of the ship’s master, officers and/or crew to perform the service immediately required, whether or not within its control; • its deviation, other than to save life or property, which results in the charterer’s lost time; • crewing labor boycotts, strikes, or certain vessel arrests; or • governmental restrictions, prohibitions, or regulations relating to the vessel’s flag, ownership, management, or crewing; • arrest or detention of the vessel by a third-party; or • our failure to maintain the vessel in compliance with the charter’s requirements, such as maintaining operational certificates. 36 Table of Contents Ship Management and Maintenance Under each of our time charters, we are responsible for the operation and technical management of each vessel, which includes crewing, lubricating oils, maintaining the vessel, periodic drydocking and performing work required by regulations.
A vessel generally will be deemed to be off-hire if there is an occurrence that affects the full working condition of the vessel, including, among other things: • certain drydocking for repairs, maintenance or classification society inspection; • any damage, defect, breakdown or deficiency of the ship’s hull, machinery or equipment or repairs or maintenance thereto; • any deficiency of the ship’s master, officers and/or crew, including the failure, refusal or inability of the ship’s master, officers and/or crew to perform the service immediately required, whether or not within its control; • its deviation, other than to save life or property, which results in the charterer’s lost time; • crewing labor boycotts, strikes, or certain vessel arrests; or • governmental restrictions, prohibitions, or regulations relating to the vessel’s flag, ownership, management, or crewing; • arrest or detention of the vessel by a third party; or • our failure to maintain the vessel in compliance with the charter’s requirements, such as maintaining operational certificates.
The EPA promulgated equivalent (and in some senses stricter) emissions standards in late 2009. Additionally, amendments to Annex II, which strengthen discharge requirements for cargo residues and tank washings in specified sea areas (including North West European waters, Baltic Sea area, Western European waters and Norwegian Sea), came into effect in January 2021.
The EPA promulgated equivalent (and in some senses stricter) emissions standards in late 2009. Additionally, amendments to Annex II, which strengthen discharge requirements for cargo residues and tank washings in specified sea areas (including Northwest European waters, Baltic Sea area, Western European waters and Norwegian Sea), came into effect in January 2021. Additional ECAs could be established in the future.
Caribbean Sea ECA as well as ECAs designated in the future by the IMO (such as the Canadian Arctic and the Norwegian Sea). At MEPC 70 and MEPC 71, the MEPC approved the North Sea and Baltic Sea as ECAs for nitrogen oxide (also known as NECAs) for ships built after January 1, 2021.
Caribbean Sea ECA as well as ECAs designated in the future by the IMO (such as the Canadian Arctic and the Norwegian Sea). At MEPC 70 and MEPC 71, the MEPC approved the North Sea and Baltic Sea as ECAs for Nox emissions for ships built after January 1, 2021.
On March 6, 2025, we announced that our Board of Directors declared a dividend of $0.546875 per Depositary Share, scheduled to be paid on April 1, 2025 to all Series B Preferred Shareholders of record as of March 25, 2025. Please see “Item 8. Financial Information – Dividend Policy.” 33 Table of Contents B.
On March 9, 2026, our Board of Directors declared a dividend of $0.546875 per Depositary Share, scheduled to be paid on April 1, 2026 to all Series B Preferred Shareholders of record as of March 25, 2026. Please see “Item 8. Financial Information – Dividend Policy.” 31 Table of Contents B.
In 2023, MEPC 75 approved draft amendments to the Anti-fouling Convention will come into effect and will include controls on the biocide cybutryne; ships shall not apply or re-apply anti-fouling systems containing this substance from January 1, 2023.
In 2023, amendments to the Anti-fouling Convention entered into effect and include controls on the biocide cybutryne; ships shall not apply or re-apply anti-fouling systems containing this substance from January 1, 2023.
The charterer is responsible for substantially all of the vessel’s voyage costs, such as fuel (bunker) costs, canal fees, port expenses, extra war risk insurance costs if the vessel is deployed outside normal insurance limits and for entering areas which are specified by the insurance underwriters as being subject to additional premiums and cargo handling charges. 35 Table of Contents The initial term for a time charter commences on the vessel’s delivery to the charterer.
The charterer is responsible for substantially all of the vessel’s voyage costs, such as fuel (bunker) costs, canal fees, port expenses, extra war risk insurance costs if the vessel is deployed outside normal insurance limits and for entering areas which are specified by the insurance underwriters as being subject to additional premiums and cargo handling charges.
MEPC 82 adopted additional amendments to Annex VI designating the Canadian Arctic and the Norwegian Sea as ECAs, which will become effective on March 1, 2026. Other areas in China are subject to local regulations that impose stricter emission controls. Additional geographical areas may be designated as ECAs in the future.
MEPC 82 adopted additional amendments to Annex VI designating the Canadian Arctic and the Norwegian Sea as ECAs, which entered into force on March 1, 2026, with effect from March 1, 2027. Other areas in China are subject to local regulations that impose stricter emission controls. Additional geographical areas may be designated as ECAs in the future.
See “—Risk of Loss and Liability Insurance.” Inspection by Classification Societies The hull and machinery of every commercial vessel must be classed by a classification society authorized by the vessel’s country of registry.
We are responsible for the payment of all premiums. See “—Risk of Loss and Liability Insurance.” Inspection by Classification Societies The hull and machinery of every commercial vessel must be classed by a classification society authorized by the vessel’s country of registry.
On February 12, 2025, we announced that our Board of Directors declared a dividend of $0.45 per Class A common share for the fourth quarter of 2024, that was paid on March 6, 2025 to common shareholders of record as of February 24, 2025.
On February 11, 2026, our Board of Directors declared a dividend of $0.625 per Class A common share for the fourth quarter of 2025, that was paid on March 6, 2026 to common shareholders of record as of February 24, 2026.
If these new regulations are finalized, they could affect our operations. 48 Table of Contents Any passage of climate control legislation or other regulatory initiatives by the IMO, the EU, the U.S. or other countries where we operate, or any treaty adopted at the international level to succeed the Kyoto Protocol or Paris Agreement, that restricts emissions of greenhouse gases could require us to make significant financial expenditures which we cannot predict with certainty at this time.
Any passage of climate control legislation or other regulatory initiatives by the IMO, the EU, the U.S., or other countries in which we operate, or any treaty adopted at the international level to succeed the Kyoto Protocol or Paris Agreement, that restricts emissions of greenhouse gases could require us to make significant financial expenditures which we cannot predict with certainty at this time.
At the MEPC78, the IMO approved a proposal for a new ECA for the Mediterranean. As such, effective May 1, 2025, amendments designating the Mediterranean Sea, as a whole, as an ECA for sulfur oxides and particular matter enter into effect.
At the MEPC78, the IMO approved a proposal for a new ECA for the Mediterranean. These amendments, designating the Mediterranean Sea, as a whole, as an ECA for sulfur oxides and particular matter entered into force on May 1, 2025.
During the period from January 1, 2024 through the date of this annual report, we repurchased an aggregate of 251,772 Class A common shares for an average purchase price of $19.84 per share, for a total of $5.0 million.
As at December 31, 2023, there were 35,188,323 Class A common shares outstanding. During the period from January 1, 2024 through the date of this Annual Report, we repurchased an aggregate of 251,772 Class A common shares for an average purchase price of $19.84 per share, for a total of $5.0 million.
Each new charter is expected to commence in 1Q2025. (10) Colombia Express (ex Mary), Panama Express (ex Kristina), Costa Rica Express (ex Katherine) , Nicaragua Express (ex Alexandra), Mexico Express (ex Alexis), Jamaica Express (ex Olivia I) are fixed to Hapag-Lloyd for 60 months +/-45 days, followed by two periods of 12 months each at the option of the charterer.
(11) Colombia Express (ex Mary), Panama Express (ex Kristina), Costa Rica Express (ex Katherine), Nicaragua Express (ex Alexandra), Mexico Express (ex Alexis), Jamaica Express (ex Olivia I) are fixed to Hapag-Lloyd for 60 months +/- 45 days, followed by two periods of 12 months each at the option of the charterer. The charters are at confidential rates.
Since the Poseidon Transaction, we have continued to expand our fleet, and have acquired 38 additional vessels; this includes the Newly Acquired Vessels that we agreed to purchase in November 2024 for an aggregate price of $274.0 million, of which three were delivered to us in December 2024 and the fourth in January 2025.
Since the Poseidon Transaction, we have continued to expand our fleet, and have acquired 41 additional vessels; this includes the Newly Acquired Vessels that we agreed to purchase in December 2025 for an aggregate price of $90.0 million, of which two were delivered to us in December 2025 and the last one in January 2026.
Through Directive 2005/35/EC (as amended by Directive 2009/123/EC and as further amended and supplemented from time to time), the EU requires member states to cooperate to detect pollution discharges and impose criminal sanctions for certain pollution discharges committed intentionally, recklessly or by serious negligence and to initiate proceedings against ships at their next port of call following the discharge.
These and other related requirements may require additional capital expenditures and increase our operating costs. 43 Table of Contents Through Directive 2005/35/EC (as amended by Directive 2009/123/EC and as further amended and supplemented from time to time), the EU requires member states to cooperate to detect pollution discharges and impose criminal sanctions for certain pollution discharges committed intentionally, recklessly or by serious negligence and to initiate proceedings against ships at their next port of call following the discharge.
The IMO’s International Convention on the Control of Harmful Anti-fouling Systems on Ships, or the “Anti-fouling Convention,” prohibits the use of organotin compound coatings to prevent the attachment of mollusks and other sea life to the hulls of vessels and requires vessels over 400 grt engaged in international voyages to undergo an initial survey before the vessel is put into service or before an International Anti fouling System Certificate is issued for the first time, or subsequent surveys when the anti-fouling systems are altered or replaced.
We will be required to incur significant costs to install these ballast water treatment systems on all our vessels before the applicable due dates. 40 Table of Contents The IMO’s International Convention on the Control of Harmful Anti-fouling Systems on Ships, or the “Anti-fouling Convention,” prohibits the use of organotin compound coatings to prevent the attachment of mollusks and other sea life to the hulls of vessels and requires vessels over 400 grt engaged in international voyages to undergo an initial survey before the vessel is put into service or before an International Anti fouling System Certificate is issued for the first time, or subsequent surveys when the anti-fouling systems are altered or replaced.
Keta is scheduled for delivery to her new owners in first half 2025. 40 Table of Contents The table does not take account of discretionary drydockings to effect vessel upgrades, or in response to proposed or actual regulatory changes such as for ballast water treatment. Competition We operate in markets that are highly competitive.
The table does not take account of discretionary drydockings to effect vessel upgrades, or in response to proposed or actual regulatory changes such as for ballast water treatment. 38 Table of Contents Competition We operate in markets that are highly competitive.
As at December 31, 2024, there were 35,447,370 Class A common shares outstanding. 32 Table of Contents Depositary Shares On August 20, 2014, we issued 1,400,000 Depositary Shares (the “Depositary Shares”), each of which represents 1/100th of one share of the Company's Series B Preferred Shares representing an interest in a total of 14,000 Series B Preferred Shares, par value $0.01 per share, with a liquidation preference of $2,500.00 per share (equivalent to $25.00 per Depositary Share), priced at $25.00 per Depositary Share (NYSE:GSL-B).
Depositary Shares On August 20, 2014, we issued 1,400,000 Depositary Shares (the “Depositary Shares”), each of which represents 1/100th of one share of our Series B Preferred Shares representing an interest in a total of 14,000 Series B Preferred Shares, par value $0.01 per share, with a liquidation preference of $2,500.00 per share (equivalent to $25.00 per Depositary Share), priced at $25.00 per Depositary Share (NYSE:GSL-B).
On August 16, 2024, we entered into an equity distribution agreement (the “Sales Agreement”) with Evercore Group L.L.C. under which we may, from time to time, opportunistically offer and sell Class A common shares having an aggregate offering price of up to $100.0 million.
On August 16, 2024, we entered into an equity distribution agreement under which we could, from time to time, opportunistically offer and sell Class A common shares having an aggregate offering price of up to $100.0 million (the “Prior Common Shares ATM Program”).
On December 29, 2022, we entered into a At Market Issuance Sales Agreement with B. Riley Securities, Inc., pursuant to which we may offer and sell, from time to time, up to $150.0 million of our Depositary Shares (the “Depositary Shares ATM Program”).
On December 29, 2022, we entered into an At Market Issuance Sales Agreement, pursuant to which we could offer and sell, from time to time, up to $150.0 million of our Depositary Shares (the “Prior Depositary Shares ATM Program”).
Each TTMA was amended in March 2024 (with effect from January 1, 2024) to expand Technomar’s responsibilities in view of EU ETS requirements, and again amended in March 2025 to expand Technomar’s responsibilities in view of FEUM requirements, as detailed below.
Each TTMA was amended and restated in March 2024 (with effect from January 1, 2024) to expand Technomar’s responsibilities in view of EU ETS requirements, again amended and restated in March 2025 (with effect from January 1, 2025) to expand Technomar’s responsibilities in view of FEUM requirements, as detailed below, and again amended and restated in February 2026 (with effect from January 1, 2026) to clarify the applicability of fees with respect to such EU ETS and FEUM services.
In the United States, the EPA issued a finding that greenhouse gases endanger the public health and safety, adopted regulations to limit greenhouse gas emissions from certain mobile sources, and proposed regulations to limit greenhouse gas emissions from large stationary sources. The EPA or individual U.S. states could enact environmental regulations that would affect our operations.
In the United States, the EPA issued a finding that greenhouse gases endanger the public health and safety, adopted regulations to limit greenhouse gas emissions from certain mobile sources, and proposed regulations to limit greenhouse gas emissions from large stationary sources.
The regulation applies to vessels flying the flag of a member state and certain of its provisions apply to vessels flying the flag of a third country calling at a port or anchorage of a member state.
The HKC entered into force on June 26, 2025. The EU regulation applies to vessels flying the flag of a member state and certain of its provisions apply to vessels flying the flag of a third country calling at a port or anchorage of a member state.
Now that the HKC has been ratified and will enter into force on 26 June 2025, it is expected that the EU Ship Recycling Regulation will be reviewed in light of this. The EU is considering other proposals to further regulate vessel operations.
Now that the HKC was ratified, it is expected that the EU Ship Recycling Regulation will be reviewed in light of this. The EU is considering other proposals to further regulate vessel operations.
In 2016 IMO adopted the mandatory IMO Data Collection System (DCS) for ships to collect and report fuel oil consumption data from ships over 5,000 GT - first calendar year data collection completed in 2019. The IMO DCS covers any maritime activity carried out by ships, including dredging, pipeline laying, and off-shore installations.
The IMO plans to use this data to adopt an initial greenhouse gas emissions reduction strategy. In 2016 IMO adopted the mandatory IMO Data Collection System (DCS) for ships to collect and report fuel oil consumption data from ships over 5,000 GT. The IMO DCS covers any maritime activity carried out by ships, including dredging, pipeline laying, and off-shore installations.
Contract cover for each vessel is for a varied median firm duration extending for an average of 1.7 years, or up to an average of 5.1 years if all charterers’ options are exercised. The vessels are chartered at confidential rates. (6) MSC Tianjin, MSC Qingdao and Agios Dimitrios are chartered at confidential rates.
Contract cover for each vessel is for a varied median firm duration extending for an average of 1.7 years, or up to an average of 5.1 years if all charterers’ options are exercised.
In 2025 shipping companies would have to surrender 40% of EU ETS allowances for 2024 emissions; in 2026 shipping companies would have to surrender 70% of EU ETS allowances for the 2025 emissions and 100% in 2027 for 2026 emissions.
More specifically, EU ETS applies gradually over the period from 2024 to 2026. In 2025, shipping companies had to surrender 40% of EU ETS allowances for 2024 emissions; shipping companies will have to surrender 70% of EU ETS allowances in 2026 for 2025 emissions and 100% in 2027 for 2026 emissions.
Among the various requirements are: • on-board installation of automatic information systems, to enhance vessel-to-vessel and vessel-to-shore communications; • on-board installation of ship security alert systems; • the development of vessel security plans; and • compliance with flag state security certification requirements. 49 Table of Contents The United States Coast Guard regulations, intended to align with international maritime security standards, exempt non-U.S. vessels from MTSA vessel security measures if such vessels have on board a valid International Ship Security Certificate, that attests to the vessel’s compliance with the SOLAS Convention security requirements and the ISPS Code.
The United States Coast Guard regulations, intended to align with international maritime security standards, exempt non-U.S. vessels from MTSA vessel security measures if such vessels have on board a valid International Ship Security Certificate, that attests to the vessel’s compliance with the SOLAS Convention security requirements and the ISPS Code.
MEPC 77 adopted a non-binding resolution which urges Member States and ship operators to voluntarily use distillate or other cleaner alternative fuels or methods of propulsion that are safe for ships and could contribute to the reduction of Black Carbon emissions from ships when operating in or near the Arctic. 43 Table of Contents Amendments to MARPOL Annex V (regulation for the prevention of pollution by garbage from ships) adopted at MEPC 70 entered into force on March 1, 2018.
MEPC 77 adopted a non-binding resolution which urges Member States and ship operators to voluntarily use distillate or other cleaner alternative fuels or methods of propulsion that are safe for ships and could contribute to the reduction of Black Carbon emissions from ships when operating in or near the Arctic.
If the USCG spends the full two years to finalize the corresponding enforcement standards, the current 2013 VGP scheme will remain in force until 2026. Several U.S. states have added specific requirements to the Vessel General Permit and, in some cases, may require vessels to install ballast water treatment technology to meet biological performance standards.
The USCG has not yet issued corresponding enforcement standards, and the current 2013 VGP scheme therefore remains in effect. Several U.S. states have added specific requirements to the Vessel General Permit and, in some cases, may require vessels to install ballast water treatment technology to meet biological performance standards.
Management of Our Fleet Our management team supervises the day-to-day technical ship management of our vessels, which is provided by Technomar, a company of which our Executive Chairman is the Founder, Managing Director, and majority beneficial owner, and the commercial ship management, which is provided by Conchart, a company of which our Executive Chairman is the sole beneficial owner.
The charter will terminate in the event of a total (actual or constructive) loss of the vessel or if the vessel is requisitioned. 35 Table of Contents Management of Our Fleet Our management team supervises the day-to-day technical ship management of our vessels, which is provided by Technomar, a company of which our Executive Chairman is the Founder, Managing Director, and majority beneficial owner, and the commercial ship management, which is provided by Conchart, a company of which our Executive Chairman is the sole beneficial owner.
Ballast water management systems, which include systems that make use of chemical, biocides, organisms or biological mechanisms, or which alter the chemical or physical characteristics of the ballast water, must be approved in accordance with IMO Guidelines (Regulation D-3).
For most ships, compliance with the D-2 standard will involve installing on-board systems to treat ballast water and eliminate unwanted organisms. Ballast water management systems, which include systems that make use of chemical, biocides, organisms or biological mechanisms, or which alter the chemical or physical characteristics of the ballast water, must be approved in accordance with IMO Guidelines (Regulation D-3).
Vessels capable of receiving shore power must use shore power if they berth for more than three hours in ports in the coastal ECA that have shore power capabilities (or more than two hours in ports with such capabilities in the Inland ECAs).
Vessels capable of receiving shore power must use shore power if they berth for more than three hours in ports in the coastal ECA that have shore power capabilities (or more than two hours in ports with such capabilities in the inland ECAs). Ships may also be required to report energy consumption data to Chinese regulatory authorities before leaving port.
Of particular importance, due to the trade intensity in these areas, are four ECAs created in Hong Kong and in China (Pearl River Delta, the Yangtze River Delta and Bohai Sea), aiming to reduce the levels of ship-generated air pollution and focus on the sulfur content of fuels.
Of particular importance, due to the trade intensity in these areas, are the ECAs, which cover the entire coastline up to 12 nautical miles, created in Hong Kong and in China, which aim to reduce the levels of ship-generated air pollution and focus on the sulfur content of fuels.
In addition, S&P Global Ratings upgraded our long-term issuer credit rating to BB+ from BB, with a stable outlook, and the Kroll Bond Rating Agency upgraded our corporate rating to BB+ from BB, maintaining its stable outlook and also affirmed the BBB/stable investment grade rating and outlook for the $350.0 million 5.69% Senior Secured Notes due 2027.
Moody’s Investor Service has maintained its Ba2 Corporate Family Rating, with a stable outlook, S&P Global Ratings has affirmed its long-term issuer credit rating of BB+, with a stable outlook, and the Kroll Bond Rating Agency has kept our corporate rating at BB+, with a stable outlook, while also affirming the BBB/stable investment grade rating and outlook for our 5.69% Senior Secured Notes due 2027.
In February 2025, we agreed to sell Akiteta (2,220 TEU) and Keta (2,207 TEU) for a sale price of $11.0 million and $12.0 million, respectively. Akiteta was delivered to her new owners on February 19, 2025 and Tasman was delivered to her new owners on March 10, 2025.
In December 2024, we agreed to sell Tasman , a 5,936 TEU vessel for a sale price of $31.5 million. In February 2025, we agreed to sell Akiteta (2,220 TEU) and Keta (2,207 TEU) for a sale price of $11.0 million and $12.0 million, respectively.
The EU requires member states to monitor these organizations’ compliance with EU inspection requirements and to suspend any organization whose safety and pollution prevention performance becomes unsatisfactory. 46 Table of Contents The EU’s directive on the sulfur content of fuels (Directive (EU) 2016/802, which consolidates Directive 1999/32/EC and its various amendments) restricts the maximum sulfur content of marine fuels used in vessels operating in EU member states’ territorial seas, exclusive economic zones and pollution control zones.
The EU’s directive on the sulfur content of fuels (Directive (EU) 2016/802, which consolidates Directive 1999/32/EC and its various amendments) restricts the maximum sulfur content of marine fuels used in vessels operating in EU member states’ territorial seas, exclusive economic zones, and pollution control zones.
In January 2025, President Trump signed an executive order to start the process of withdrawing the United States from the Paris Agreement; the withdrawal will take at least one year to complete.
In January 2025, President Trump signed an executive order to start the process of withdrawing the United States from the Paris Agreement, which withdrawal took effect on January 27, 2026.
Ships not fitted with scrubbers will be required to burn fuel with a sulfur content not exceeding 0.5% m/m within Hong Kong waters, irrespective of whether they are sailing or at berth. In Taiwan, ships not fitted with exhaust gas scrubbers must burn fuel with a sulfur content not exceeding 0.5% m/m when entering its international commercial port areas.
In Taiwan, ships not fitted with exhaust gas scrubbers must burn fuel with a sulfur content not exceeding 0.5% m/m when entering its international commercial port areas.
The vessels are chartered at confidential rates. (11) GSL Nicoletta and GSL Christen are chartered at confidential rates. (12) GSL Vinia and GSL Christel Elizabeth were both forward fixed for 36 – 40 months to commence after drydocking, after which the charterer has the option to extend each charter for a further 12 – 15 months, at confidential rates.
(14) GSL Vinia and GSL Christel Elizabeth are chartered for 36 – 40 months, after which the charterer has the option to extend each charter for a further 12 – 15 months. The charters are at confidential rates. (15) GSL Maria, GSL Violetta, GSL Arcadia, GSL MYNY, GSL Melita, GSL Tegea and GSL Dorothea.
During the year ended December 31, 2023, 440,698 Class A common shares were issued under the 2019 Plan. As at December 31, 2023, there were 35,188,323 Class A common shares outstanding.
During the year ended December 31, 2024, 483,713 Class A common shares were issued under the Equity Incentive Plan. As at December 31, 2024, there were 35,447,370 Class A common shares outstanding.
From March 1, 2020, vessels not fitted with exhaust gas scrubbers cannot have high sulfur content fuel on board. Our existing time charters call for our customers to supply fuel that complies with Annex VI.
From March 1, 2020, vessels not fitted with exhaust gas scrubbers cannot have high sulfur content fuel on board.

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Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

143 edited+27 added−84 removed71 unchanged
Biggest changeThe table below sets out the carrying value of each of the vessel group we owned as of December 31, 2023 and 2024: Vessel Name Capacity in TEUs Year Built Carrying Value as at December 31, 2023 (1) (in millions of U.S. dollars) Carrying Value as at December 31, 2024 (1) (in millions of U.S. dollars) CMA CGM Thalassa 11,040 2008 $86.2 $81.7 ZIM Norfolk 9,115 2015 60.5 58.0 Anthea Y 9,115 2015 60.7 58.3 ZIM Xiamen 9,115 2015 59.4 57.2 Sydney Express 9,019 2016 0.0 70.7 Istanbul Express 9,019 2016 0.0 70.6 Bremerhaven Express 9,019 2015 0.0 67.8 MSC Tianjin 8,603 2005 36.9 39.5 MSC Qingdao * 8,603 2004 38.9 44.4 GSL Ningbo 8,603 2004 36.9 38.0 GSL Alexandra 8,544 2004 33.8 32.0 GSL Sofia 8,544 2003 32.2 30.5 GSL Effie 8,544 2003 32.2 30.8 GSL Lydia 8,544 2003 31.4 30.0 GSL Eleni 7,847 2004 17.0 18.2 GSL Kalliopi 7,847 2004 14.8 14.5 GSL Grania 7,847 2004 14.9 14.7 Colombia Express (ex Mary) 7,072 2013 42.5 43.5 Panama Express (ex Kristina) 7,072 2013 41.7 45.1 Costa Rica Express (Ex Katherine) 7,072 2013 41.7 45.2 Nicaragua Express (ex Alexandra) 7,072 2013 41.7 44.9 CMA CGM Berlioz 7,023 2001 27.2 24.7 Mexico Express (ex Alexis) 6,910 2015 47.0 50.6 Jamaica Express (ex Olivia I) 6,910 2015 47.1 50.3 GSL Christen 6,858 2002 15.5 14.9 GSL Nicoletta 6,858 2002 15.4 14.8 Agios Dimitrios 6,572 2011 24.8 29.0 GSL Vinia 6,080 2004 12.2 12.1 GSL Christel Elisabeth 6,080 2004 12.2 12.4 GSL Arcadia 6,008 2000 14.7 14.6 GSL Violetta 6,008 2000 14.8 14.7 GSL Maria 6,008 2001 17.0 16.0 GSL MYNY 6,008 2000 17.7 16.9 GSL Melita * 6,008 2001 17.8 16.7 GSL Tegea 5,994 2001 17.7 16.7 GSL Dorothea 5,994 2001 16.2 15.2 Tasman 5,936 2000 11.8 12.5 Dimitris Y 5,936 2000 11.9 12.8 Ian H 5,936 2000 11.7 15.0 GSL Tripoli * 5,470 2009 39.8 38.9 GSL Kithira * 5,470 2009 39.7 39.0 GSL Tinos * 5,470 2010 40.6 39.9 GSL Syros * 5,470 2010 41.0 39.9 Dolphin II 5,095 2007 13.1 12.5 Orca I 5,095 2006 12.1 11.7 CMA CGM Alcazar 5,089 2007 30.1 28.1 GSL Château d’If 5,089 2007 28.0 26.2 GSL Susan 4,363 2008 32.5 30.5 CMA CGM Jamaica 4,298 2006 25.1 23.5 CMA CGM Sambhar 4,045 2006 23.8 22.2 CMA CGM America 4,045 2006 24.1 22.5 GSL Rossi 3,421 2012 25.0 24.6 GSL Alice (G) 3,421 2014 28.8 27.6 GSL Eleftheria (G) 3,421 2013 26.3 25.7 GSL Melina (G) 3,404 2013 26.5 25.9 Athena 2,980 2003 9.7 9.1 GSL Valerie 2,824 2005 10.3 9.8 GSL Mamitsa (ex Matson Molokai) 2,824 2007 24.2 23.0 GSL Lalo 2,824 2006 12.5 12.3 GSL Mercer 2,824 2007 24.5 23.0 GSL Elizabeth 2,741 2006 12.5 12.0 GSL Chloe (ex Beethoven) (G) 2,546 2012 23.3 24.1 GSL Maren (G) * 2,546 2014 24.8 25.5 Maira (G) 2,506 2000 6.1 5.8 Nikolas (G) 2,506 2000 6.4 6.2 Newyorker (G) 2,506 2001 6.6 6.2 Manet 2,288 2001 9.7 8.9 Kumasi 2,220 2002 8.3 7.6 Akiteta 2,220 2002 8.0 7.5 Keta (G) 2,207 2003 5.2 4.9 Julie (G) 2,207 2002 7.5 7.0 $1,732.2 $1,927.1 72 Table of Contents (1) Carrying value includes vessel cost, the unamortized portion of deferred drydocking related to the vessel and the related carrying value of the intangible asset or liability (if any) with respect to the time charter attached to the vessel at its purchase.
Biggest changeIn addition, vessel values are highly volatile; as such, the estimated market values may not be indicative of the current or future market value of our vessels or prices that we could achieve if we were to sell them, with or without charters attached. 64 Table of Contents The table below sets out the carrying value of each of the vessel group we owned as of December 31, 2024 and 2025: Vessel Name Capacity in TEUs Year Built Carrying Value as at December 31, 2024 (1) (in millions of U.S. dollars) Carrying Value as at December 31, 2025 (1) (in millions of U.S. dollars) CMA CGM Thalassa 11,040 2008 $81.7 $77.4 ZIM Norfolk 9,115 2015 58.0 55.7 Anthea Y 9,115 2015 58.3 55.9 ZIM Xiamen 9,115 2015 57.2 55.3 Sydney Express 9,019 2016 70.7 71.9 Istanbul Express 9,019 2016 70.6 71.4 Bremerhaven Express 9,019 2015 67.8 69.0 Czech 9,019 2015 - 68.9 MSC Tianjin 8,603 2005 39.5 36.6 MSC Qingdao 8,603 2004 44.4 40.9 GSL Ningbo 8,603 2004 38.0 35.2 GSL Alexandra 8,599 2004 32.0 29.9 GSL Sofia 8,599 2003 30.5 28.4 GSL Effie 8,599 2003 30.8 28.8 GSL Lydia 8,599 2003 30.0 28.2 Koi 8,586 2011 - 30.5 Lotus A 8,586 2010 - 30.5 GSL Eleni 7,847 2004 18.2 21.6 GSL Kalliopi 7,847 2004 14.5 19.3 GSL Grania 7,847 2004 14.7 19.5 Colombia Express 7,072 2013 43.5 42.9 Panama Express 7,072 2013 45.1 43.1 Costa Rica Express 7,072 2013 45.2 42.9 Nicaragua Express 7,072 2013 44.9 42.9 CMA CGM Berlioz 7,023 2001 24.7 23.2 Mexico Express 6,910 2015 50.6 48.3 Jamaica Express 6,910 2015 50.3 48.2 GSL Christen 6,858 2002 14.9 14.2 GSL Nicoletta 6,858 2002 14.8 14.1 Agios Dimitrios 6,572 2011 29.0 28.3 GSL Vinia 6,080 2004 12.1 15.4 GSL Christel Elisabeth 6,080 2004 12.4 14.9 GSL Arcadia 6,008 2000 14.6 14.7 GSL Violetta 6,008 2000 14.7 19.1 GSL Maria 6,008 2001 16.0 14.9 GSL MYNY 6,008 2000 16.9 19.5 GSL Melita 6,008 2001 16.7 15.2 GSL Tegea 5,994 2001 16.7 15.2 GSL Dorothea 5,994 2001 15.2 14.0 Tasman 5,936 2000 12.5 - Dimitris Y 5,936 2000 12.8 - Ian H 5,936 2000 15.0 14.2 GSL Tripoli * 5,470 2009 38.9 36.4 GSL Kithira * 5,470 2009 39.0 36.5 GSL Tinos * 5,470 2010 39.9 37.4 GSL Syros * 5,470 2010 39.9 37.6 Dolphin II 5,095 2007 12.5 11.8 Orca I 5,095 2006 11.7 11.1 CMA CGM Alcazar 5,089 2007 28.1 26.2 GSL Château d’If 5,089 2007 26.2 24.5 GSL Susan 4,363 2008 30.5 28.6 CMA CGM Jamaica 4,298 2006 23.5 21.8 CMA CGM Sambhar 4,045 2006 22.2 20.5 CMA CGM America 4,045 2006 22.5 20.7 GSL Rossi 3,421 2012 24.6 23.6 GSL Alice (G) 3,421 2014 27.6 26.2 GSL Eleftheria (G) 3,421 2013 25.7 24.7 GSL Melina (G) 3,404 2013 25.9 24.9 Athena 2,980 2003 9.1 8.8 GSL Valerie 2,824 2005 9.8 12.4 GSL Mamitsa 2,824 2007 23.0 24.1 GSL Lalo 2,824 2006 12.3 11.7 GSL Mercer 2,824 2007 23.0 21.4 GSL Elizabeth 2,741 2006 12.0 11.4 Newyorker (G) 2,635 2001 6.2 10.4 Nikolas (G) 2,635 2000 6.2 10.3 GSL Chloe (G) 2,546 2012 24.1 24.0 GSL Maren (G) 2,546 2014 25.5 24.3 Maira (G) 2,506 2000 5.8 11.0 Manet 2,288 2001 8.9 8.1 Kumasi 2,220 2002 7.6 6.8 Akiteta 2,220 2002 7.5 - Keta (G) 2,207 2003 4.9 - Julie (G) 2,207 2002 7.0 6.4 $1,927.1 $1,983.7 (1) Carrying value includes vessel cost, the unamortized portion of deferred drydocking related to the vessel and the related carrying value of the intangible asset or liability (if any) with respect to the time charter attached to the vessel at its purchase.
Security Our secured credit facilities and 2027 Secured Notes are generally secured by, among other things: • a first priority mortgage over the relevant collateralized vessels; • first priority assignment of earnings and insurances from the mortgaged vessels; • pledge of the earnings account of the mortgaged vessel; • pledge of the equity interest of each of the vessel-owning subsidiaries; and • corporate guarantees.
Security Our secured credit facilities and 2027 Secured Notes are generally secured by, among other things: • a first priority mortgage over the relevant collateralized vessels; • a first priority assignment of earnings and insurances from the mortgaged vessels; • a pledge of the earnings account of the mortgaged vessel; • a pledge of the equity interest of each of the vessel-owning subsidiaries; and • corporate guarantees.
For any vessel group which is impaired, the impairment charge is recorded against the cost of the vessel and the accumulated depreciation as at the date of impairment is removed from the accounts.
For any vessel group which is impaired, the impairment charge is recorded against the cost of the vessel and the accumulated depreciation as at the date of impairment is removed from the accounts.
MSI has advised that (i) some information in MSI’s database is derived from estimates derived from industry sources or subjective judgments, (ii) the information in the databases of other maritime data collection agencies may differ from the information in MSI’s database, (iii) whilst MSI has taken reasonable care in the compilation of the statistical and graphical information and believes it to be accurate and correct, data compilation is subject to limited audit and validation procedures and may accordingly contain errors, (iv) MSI, its agents, officers and employees cannot accept liability for any loss suffered in consequence of reliance on such information or in any other manner, and (v) the provision of such information does not obviate any need to make appropriate further inquiries.
MSI has advised that (i) some information in MSI’s database is derived from estimates derived from industry sources or subjective judgments, (ii) the information in the databases of other maritime data collection agencies may differ from the information in MSI’s database, (iii) while MSI has taken reasonable care in the compilation of the statistical and graphical information and believes it to be accurate and correct, data compilation is subject to limited audit and validation procedures and may accordingly contain errors, (iv) MSI, its agents, officers, and employees cannot accept liability for any loss suffered in consequence of reliance on such information or in any other manner, and (v) the provision of such information does not obviate any need to make appropriate further inquiries.
Finally, we may, in the discretion of our Board of Directors, declare and pay dividends on our common shares, subject to, among other things, any applicable restrictions contained in our current and future agreements governing our indebtedness, including our credit facilities, and available cash flow.
Finally, we may, at the discretion of our Board of Directors, declare and pay dividends on our common shares, subject to, among other things, any applicable restrictions contained in our current and future agreements governing our indebtedness, including our credit facilities, and available cash flow.
Restrictive Covenants The agreements governing our indebtedness also contain undertakings limiting or restricting us from, among other things: • incurring additional indebtedness; • making any substantial change to the nature of our business; • paying dividends; • redeeming or repurchasing capital stock; • selling the collateral vessel, if applicable; • entering into certain transactions other than arm’s length transactions; • acquiring a company, shares or securities or a business or undertaking; 64 Table of Contents • effecting a change of control of us, entering into any amalgamation, demerger, merger, consolidation or corporate reconstruction, or selling all or substantially all of our assets; • changing the flag, class or technical or commercial management of the applicable collateral vessel or terminating or materially amending the management agreements relating to such vessel; and • experiencing any change in the position and ownership of our Executive Chairman.
Restrictive Covenants The agreements governing our indebtedness also contain undertakings limiting or restricting us from, among other things: • incurring additional indebtedness; • making any substantial change to the nature of our business; • paying dividends; • redeeming or repurchasing capital stock; • selling the collateral vessel, if applicable; • entering into certain transactions other than arm’s length transactions; • acquiring a company, shares or securities or a business or undertaking; • effecting a change of control of us, entering into any amalgamation, demerger, merger, consolidation or corporate reconstruction, or selling all or substantially all of our assets; • changing the flag, class or technical or commercial management of the applicable collateral vessel, or terminating or materially amending the management agreements relating to such vessel; and • experiencing any change in the position and ownership of our Executive Chairman.
From 2000 through 2024, the average newbuilding price for a theoretical 3,500 – 3,600 TEU containership was around $45.2 million, with prices ranging between $31.5 million (2002) and $65.7 million (2008). During the same period, secondhand values for a 10 year old ship of similar size averaged around $24.9 million and ranged between $5.0 million (2016) and $64.0 million (2022).
From 2000 through 2025, the average newbuilding price for a theoretical 3,500 – 3,600 TEU containership was around $45.2 million, with prices ranging between $31.5 million (2002) and $65.7 million (2008). During the same period, secondhand values for a 10-year-old ship of similar size averaged around $24.9 million and ranged between $5.0 million (2016) and $64.0 million (2022).
For a further description of our material accounting policies, please see note 2 to the consolidated financial statements included at “Item 18. Financial Statements”. Revenue Recognition Our revenue is generated from time charters for each vessel. The charters are regarded as operating leases and provide for a per vessel fixed daily charter rate. Revenue is recorded on a straight-line basis.
For a further description of our material accounting policies, please see note 2 to the consolidated financial statements included at “Item 18. Financial Statements.” Revenue Recognition Our revenue is generated from time charters for each vessel. The charters are regarded as operating leases and provide for a per vessel fixed daily charter rate. Revenue is recorded on a straight-line basis.
In addition to funds generated by the business, we may require new borrowings, issuances of equity or other securities, or a combination of the former and the latter to purchase additional vessels and will likely require such further funding to meet all of our repayment obligations under the 2027 Secured Notes and other borrowings. 65 Table of Contents C.
In addition to funds generated by the business, we may require new borrowings, issuances of equity or other securities, or a combination of the former and the latter to purchase additional vessels and will likely require such further funding to meet all of our repayment obligations under the 2027 Secured Notes and other borrowings. 60 Table of Contents C.
Earnings Allocated to Series B Preferred Shares The dividends payable on the $109.0 million of Series B Preferred Shares outstanding as at December 31, 2024, are presented as a reduction of net income, as and when declared by the Board of Directors. These dividends totaled $9.5 million for each of the years ended December 31, 2024 and 2023, respectively.
Earnings Allocated to Series B Preferred Shares The dividends payable on the $109.0 million of Series B Preferred Shares outstanding as at December 31, 2025, are presented as a reduction of net income, as and when declared by the Board of Directors. These dividends totaled $9.5 million for each of the years ended December 31, 2025 and 2024, respectively.
The 2027 Secured Notes are senior obligations of the Issuer, secured by first priority mortgages on 20 identified vessels owned by subsidiaries of the Issuer (the “Subsidiary Guarantors”) and certain other associated assets and contract rights, as well as share pledges over the Subsidiary Guarantors. In addition, the 2027 Secured Notes are fully and unconditionally guaranteed by us.
The 2027 Secured Notes are senior obligations of the Issuer, were initially secured by first priority mortgages on 20 identified vessels owned by subsidiaries of the Issuer (the “Subsidiary Guarantors”) and certain other associated assets and contract rights, as well as share pledges over the Subsidiary Guarantors. In addition, the 2027 Secured Notes are fully and unconditionally guaranteed by us.
We intend to declare and make quarterly dividend payments amounting to approximately $2.4 million per quarter on our Series B Preferred Shares based on the amount outstanding as of December 31, 2024 on a perpetual basis and in accordance with the Certificate of Designation governing the terms of our Series B Preferred Shares.
We intend to declare and make quarterly dividend payments amounting to approximately $2.4 million per quarter on our Series B Preferred Shares based on the amount outstanding as of December 31, 2025 on a perpetual basis and in accordance with the Certificate of Designation governing the terms of our Series B Preferred Shares.
Charter payments have been received on a timely basis and, as of December 31, 2024, charter hire was up-to-date. If our charterers are unable to make charter payments to us, our results of operations and financial condition will be materially adversely affected.
Charter payments have been received on a timely basis and, as of December 31, 2025, charter hire was up-to-date. If our charterers are unable to make charter payments to us, our results of operations and financial condition will be materially adversely affected.
See “Cautionary Note Regarding Forward-Looking Statements” at the beginning of this Annual Report. 51 Table of Contents Overview We are a containership owner, incorporated in the Marshall Islands. We commenced operations in December 2007 with a business of owning and chartering out containerships under fixed rate charters to container liner companies.
See “Cautionary Note Regarding Forward-Looking Statements” at the beginning of this Annual Report. 48 Table of Contents Overview We are a containership owner, incorporated in the Republic of the Marshall Islands. We commenced operations in December 2007 with a business of owning and chartering out containerships under fixed rate charters to container liner companies.
Our audited consolidated statements of income and statements of cash flows for the years ended December 31, 2024, 2023 and 2022 and our audited consolidated balance sheets as of December 31, 2024 and 2023, together with the notes thereto, are included in this Annual Report.
Our audited consolidated statements of income and statements of cash flows for the years ended December 31, 2025, 2024, and 2023 and our audited consolidated balance sheets as of December 31, 2025 and 2024, together with the notes thereto, are included in this Annual Report.
Business— Inspection by Classification Societies.” In future years there will be incremental costs for compliance with ballast water management regulations and with emission control regulations should we decide, in conjunction with our relevant charter, to retrofit scrubbers on our vessels. See “Item 4. Information on the Company—B. Business—Environmental and Other Regulations”.
Business— Inspection by Classification Societies.” In future years there will be incremental costs for compliance with ballast water management regulations and with emission control regulations should we decide, in conjunction with our relevant charter, to retrofit scrubbers on our vessels. See “Item 4. Information on the Company—B.
The facility is repayable in six equal consecutive quarterly instalments of $8.0 million, eight equal consecutive quarterly instalments of $5.4 million and six equal consecutive quarterly instalments of $2.2 million with a final balloon payment of $35.6 million payable together with the final instalment.
The facility was repayable in six equal consecutive quarterly instalments of $8.0 million, eight equal consecutive quarterly instalments of $5.4 million and six equal consecutive quarterly instalments of $2.2 million with a final balloon payment of $35.6 million payable together with the final instalment.
In accordance with ASC 842-40, we did not derecognize the respective vessels from our balance sheet and accounted for the amounts received under the sale and leaseback agreement as financial liabilities.
In accordance with ASC 842-40, we did not derecognize the respective vessels from our balance sheet and accounted for the amounts received under the sale and leaseback agreements as financial liabilities.
The container shipping industry suffered a cyclical downturn as a result of the Global Financial Crisis in 2008—2009 and many container shipping companies reported substantial losses. Financial performance of container shipping companies subsequently improved; however, the industry remained under pressure due to oversupply of container ship capacity. 2020 saw a substantial downturn, triggered by the global COVID-19 pandemic.
The container shipping industry suffered a cyclical downturn as a result of the Global Financial Crisis in 2008—2009 and many container shipping companies reported substantial losses. Financial performance of container shipping companies subsequently improved; however, the industry remained under pressure due to oversupply of container ship capacity. In 2020 there was a substantial downturn, triggered by the global COVID-19 pandemic.
Meantime, charter market rates for short term charters (under 12 months) for such tonnage averaged about $21,637 per day and ranged between $5,300 per day (2016) and $102,600 per day (2022).
Meanwhile, charter market rates for short term charters (under 12 months) for such tonnage averaged about $21,637 per day and ranged between $5,300 per day (2016) and $102,600 per day (2022).
Year ended December 31, 2023 compared to Year ended December 31, 2022 For a discussion of our cash flows for the year ended December 31, 2023 compared to the year ended December 31, 2022, please see “Item 5. Operating and Financial Review and Prospects—B.
Year ended December 31, 2024 compared to Year ended December 31, 2023 For a discussion of our cash flows for the year ended December 31, 2024 compared to the year ended December 31, 2023, please see “Item 5. Operating and Financial Review and Prospects—B.
Year ended December 31, 2023 compared to Year ended December 31, 2022 For a discussion of our results for the year ended December 31, 2023 compared to the year ended December 31, 2022, please see “Item 5. Operating and Financial Review and Prospects—A.
Year ended December 31, 2024 compared to Year ended December 31, 2023 For a discussion of our results for the year ended December 31, 2024 compared to the year ended December 31, 2023, please see “Item 5. Operating and Financial Review and Prospects—A.
The amount, if any, and timing of any impairment charges we may recognize in the future will depend upon then current and expected future charter rates and vessel values, which may differ materially from those fair values as at December 31, 2024.
The amount, if any, and timing of any impairment charges we may recognize in the future will depend upon then current and expected future charter rates and vessel values, which may differ materially from those fair market values as at December 31, 2025.
The dividend on the $109.0 million Series B Preferred Shares outstanding as at December 31, 2024 amounts to $9.5 million each year.
The dividend on the $109.0 million Series B Preferred Shares outstanding as at December 31, 2025 amounts to $9.5 million each year.
The term loan facility is repayable in 12 equal consecutive quarterly instalments of $12.0 million, four equal consecutive quarterly instalments of $10.0 million, four equal consecutive quarterly instalments of $8.0 million and four equal consecutive quarterly instalments of $6.0 million together with a final balloon payment of $60.0 million on the term loan facility termination date.
The 2024 Senior Secured Term Loan Facility is repayable in 12 equal consecutive quarterly instalments of $12.0 million, four equal consecutive quarterly instalments of $10.0 million, four equal consecutive quarterly instalments of $8.0 million and four equal consecutive quarterly instalments of $6.0 million together with a final balloon payment of $60.0 million on the term loan facility termination date.
Mainlane trades are those linking the major manufacturing economies in Asia with the major consumer economies in North America (the Transpacific trades) and Europe (the Asia-Europe trades), and those linking Europe with the Americas (the Transatlantic trades). These trades tend to be served by the largest containerships on the water.
Mainlane trades are those linking the major manufacturing economies in Asia with the major consumer economies in North America (the Transpacific trades) and Europe (the Asia-Europe trades), and those linking Europe with the Americas (the Transatlantic trades). These trades have tended to be served by the largest containerships on the water.
During the years ended December 31, 2024, 2023 and 2022 amounts of ($8.8) million, ($4.0) million and $10.9 million, respectively, were recorded in time charter-revenues for such modifications and revenues recognized on a straight-line basis. Any difference between the charter rate invoiced and the time charter revenue recognized is classified as, or released from, deferred revenue.
During the years ended December 31, 2025, 2024, and 2023 amounts of $4.0 million loss, $8.8 million loss, and $4.0 million loss, respectively, were recorded in time charter-revenues for such modifications and revenues recognized on a straight-line basis. Any difference between the charter rate invoiced and the time charter revenue recognized is classified as, or released from, deferred revenue.
The facility is repayable in two equal consecutive quarterly installments of $5.0 million, six equal consecutive quarterly instalments of $6.0 million, one quarterly installment of $3.0 million and two equal consecutive quarterly installments of $1.0 million, with a final balloon payment of $25.0 million payable three years after the first utilization date.
The facility was repayable in two equal consecutive quarterly instalments of $5.0 million, six equal consecutive quarterly instalments of $6.0 million, and one quarterly instalments of $3.0 million and two equal consecutive quarterly instalments of $1.0 million with a final balloon payment of $25.0 million payable three years after the first utilization date.
The average cost of the 25 drydockings completed on vessels in the current fleet between January 2023 and December 2024 was $2.7 million with an average loss of revenue of $1.6 million while the relevant vessel was off-hire. The average cost for vessel upgrades due to commercial reasons was $0.6 million.
The average cost of the 25 drydockings completed on vessels in the current fleet between January 2024 and December 2025 was $3.4 million with an average loss of revenue of $1.7 million while the relevant vessel was off-hire. The average cost for vessel upgrades due to commercial reasons was $0.6 million.
We believe that funds generated by the business and retained will be sufficient to meet our operating needs for the next 12 months following the issuance of this Form 20-F, including working capital requirements, drydocking costs, interest and debt repayment obligations.
We believe that funds generated by the business and retained will be sufficient to meet our operating needs for the next 12 months following the issuance of this Annual Report, including working capital requirements, drydocking costs, interest, and debt repayment obligations.
As of December 31, 2024 and December 31, 2023, we were in compliance with our debt covenants.
As of December 31, 2025 and December 31, 2024, we were in compliance with our debt covenants.
The full amount was drawdown in July 2021 and the credit facility has a maturity in July 2026.
The full amount was drawdown in July 2021 and the credit facility had a maturity in July 2026.
We paid dividends of $0.375 per Class A common share for the first quarter of 2024, and $0.45 per Class A common share for the second, third and fourth quarter of 2024. Effective from first quarter of 2025, we expect that our quarterly dividend will be $0.525 per Class A common share. Please see “Item 8.
We paid dividends of $0.525 per Class A common share for the first and second quarter of 2025, and $0.625 per Class A common share for the third and fourth quarter of 2025. Effective from first quarter of 2026, we expect that our quarterly dividend will be $0.625 per Class A common share. Please see “Item 8.
On March 23, 2023, due to the sale of the GSL Amstel, we repaid $2.8 million on this facility, of which $1.0 million was deducted from the final balloon payment, and the vessel was released as collateral. 61 Table of Contents The facility bears interest at SOFR plus a margin of 3.25% per annum plus CAS payable quarterly in arrears.
On March 23, 2023, due to the sale of the GSL Amstel, we repaid $2.8 million on this facility, of which $1.0 million was deducted from the final balloon payment, and the vessel was released as collateral. This facility’s interest rate was SOFR plus a margin of 3.25% per annum plus a CAS payable quarterly in arrears.
Assuming SOFR of 5.0%, quarterly interest on total gross debt at December 31, 2024, without taking into account amortization of the premium or the effect of the interest rate caps, would amount to approximately $11.7 million. Our credit facilities require that we maintain $20.0 million minimum liquidity at each quarter end on group basis.
Assuming SOFR of 4.0%, quarterly interest on total gross debt as at December 31, 2025, without taking into account amortization of the premium or the effect of the interest rate caps, would amount to approximately $10.7 million. Our credit facilities require that we maintain $20.0 million minimum liquidity at each quarter end on group basis.
Operating Income As a consequence of all preceding items, operating income was $379.1 million for the year ended December 31, 2024 compared to an operating income of $343.2 million for the year ended December 31, 2023.
Operating Income As a consequence of all preceding items, operating income was $435.2 million for the year ended December 31, 2025 compared to an operating income of $379.1 million for the year ended December 31, 2024.
All three tranches were drawdown in the third quarter of 2024 and the term loan facility has a maturity in the third quarter of 2030.
All three tranches were drawn down in the third quarter of 2024 and the term loan facility has a maturity in the third quarter of 2030.
The estimated market values, based on charter attached valuations as at December 31, 2024 with the assistance of an independent ship broking firm totaled $3,207.2 million. The carrying value of each of the vessels does not necessarily represent its fair market value or the amount that could be obtained if the vessels were sold.
The estimated market values, based on charter attached valuations as at December 31, 2025 with the assistance of an independent ship broking firm totaled $3.5 billion. The carrying value of each of the vessels does not necessarily represent its fair market value or the amount that could be obtained if the vessels were sold.
Based on the number of Class A common shares outstanding as of the date of this annual report, this dividend, which is subject to approval by the Board of Directors, would amount to $18.6 million per quarter, following the increase in dividend payable in June 2025.
Based on the number of Class A common shares outstanding as of the date of this Annual Report, this dividend, which is subject to approval by the Board of Directors, would amount to $22.4 million per quarter, following the increase in dividend payable in December 2025.
(“CMBFL”) and (iii) a prepayment fee of $0.2 million on the partial repayment of the Macquarie Credit Facility. 55 Table of Contents Other income, net Other income, net represents miscellaneous revenue mainly from sundry recharges to charterers under our time charters. In the year ended December 31, 2024, other income, net was $3.7 million, up from $2.1 million in 2023.
Ltd., and (iii) a prepayment fee of $0.2 million on the partial repayment of the Macquarie Credit Facility. 52 Table of Contents Other income, net Other income, net represents miscellaneous revenue mainly from sundry recharges to charterers under our time charters. In the year ended December 31, 2025, other income, net was $6.0 million, up from $3.7 million in 2024.
As of December 31, 2024, the outstanding balance of this facility was $nil.
As of December 31, 2025, the outstanding balance of this facility was $nil.
Our audited consolidated statements of income and cash flows for the years ended December 31, 2021 and 2020 and our audited consolidated balance sheets as of December 31, 2022, 2021, and 2020, and the notes thereto, are not included herein. 2024 2023 2022 2021 2020 (Expressed in millions of U.S. dollars, except for per share data) Statement of Income Operating revenues: Time charter revenue $ 711.1 $ 674.8 $ 645.6 $ 448.0 $ 282.8 Operating expenses: Vessel operating expenses (191.4) (179.2) (167.4) (130.3) (102.8) Time charter and voyage expenses (23.5) (23.6) (21.2) (13.1) (11.2) Depreciation and amortization (100.0) (91.7) (81.3) (61.6) (47.0) General and administrative expenses (17.1) (18.3) (18.5) (13.2) (8.4) Impairment of vessels — (18.8) (3.0) — (8.5) Gain/(Loss) on sale of vessels — — — 7.8 (0.2) Total operating expenses (332.0) (331.6) (291.4) (210.4) (178.1) Operating Income 379.1 343.2 354.2 237.6 104.7 Non-operating income/(expenses) Interest income 16.7 9.8 2.5 0.4 1.0 Interest and other finance expenses (40.7) (44.8) (75.3) (69.2) (65.4) Other income, net 3.7 2.1 1.8 2.8 1.3 Fair value adjustment on derivative asset (5.2) (5.4) 9.7 — — Income before income taxes 353.6 304.9 292.9 171.6 41.6 Income taxes — (0.4) 0.0 (0.1) (0.0) Net Income 353.6 304.5 292.9 171.5 41.6 Earnings allocated to Series B Preferred Shares (9.5) (9.5) (9.5) (8.3) (4.0) Net Income available to common shareholders 344.1 295.0 283.4 163.2 37.6 Net Earnings per Class A common share in $ Basic 9.74 8.33 7.74 4.65 1.23 Diluted 9.67 8.21 7.62 4.60 1.22 Weighted average number of Class A common shares outstanding Basic in millions 35.3 35.4 36.6 35.1 17.7 Diluted in millions 35.6 35.9 37.2 35.5 17.8 Net income per Class B common share in $ Basic and diluted Nil Nil Nil Nil Nil Weighted average number of Class B common shares outstanding Basic and diluted in millions Nil Nil Nil Nil Nil Dividend per Class A common share in $ 58.4 53.2 50.5 27.9 — Statement of cash flow (1) Net cash provided by Operating Activities 430.1 375.0 327.5 247.9 89.7 Net cash used in Investing Activities (254.6) (152.0) (9.9) (463.0) (24.9) Net cash (used in)/provided by Financing Activities (208.6) (212.2) (243.3) 318.4 (120.2) Balance sheet data (at year end) Total current assets 301.2 295.7 237.0 143.4 98.6 Vessels in operation 1,884.6 1,664.1 1,623.3 1,682.8 1,140.6 Total assets 2,373.2 2,171.8 2,106.2 1,994.1 1,274.2 Debt (current and non-current portion), net 684.1 812.4 934.4 1,070.5 769.5 Class A and B common shares 0.4 0.4 0.4 0.4 0.2 Shareholders’ equity 1,463.5 1,184.4 966.5 712.6 464.7 Other data Number of vessels in operation at year end 71 68 65 65 43 Ownership days 24,937 24,285 23,725 19,427 16,044 Utilization 96.1% 95.9% 95.5% 94.3% 93.0% (1) As of December 31, 2023, we made reclassifications to our December 31, 2022, 2021 and 2020 statement of cash flows to correct and reclassify payments for drydocking and special survey costs from investing outflows to operating outflows which resulted in a decrease in investing outflows and increase in operating outflows of $24.4 million, $19.2 million and $14.8 million for the years ended December 31, 2022, December 31, 2021 and December 31, 2020, respectively.
Our audited consolidated statements of income and cash flows for the years ended December 31, 2022 and 2021 and our audited consolidated balance sheets as of December 31, 2023, 2022, and 2021, and the notes thereto, are not included herein. 49 Table of Contents 2025 2024 2023 2022 2021 (Expressed in millions of U.S. dollars, except for per share data) Statement of Income Operating revenues: Time charter revenue $ 766.5 $ 711.1 $ 674.8 $ 645.6 $ 448.0 Operating expenses: Vessel operating expenses (208.4) (191.4) (179.2) (167.4) (130.3) Time charter and voyage expenses (25.1) (23.5) (23.6) (21.2) (13.1) Depreciation and amortization (122.0) (100.0) (91.7) (81.3) (61.6) General and administrative expenses (22.1) (17.1) (18.3) (18.5) (13.2) Impairment of vessels — — (18.8) (3.0) — Gain on sale of vessels 46.3 — — — 7.8 Total operating expenses (331.3) (332.0) (331.6) (291.4) (210.4) Operating Income 435.2 379.1 343.2 354.2 237.6 Non-operating income/(expenses) Interest income 19.2 16.7 9.8 2.5 0.4 Interest and other finance expenses (39.0) (40.7) (44.8) (75.3) (69.2) Other income, net 6.0 3.7 2.1 1.8 2.8 Fair value adjustment on derivative asset (5.0) (5.2) (5.4) 9.7 — Income before income taxes 416.4 353.6 304.9 292.9 171.6 Income taxes — — (0.4) 0.0 (0.1) Net Income 416.4 353.6 304.5 292.9 171.5 Earnings allocated to Series B Preferred Shares (9.5) (9.5) (9.5) (9.5) (8.3) Net Income available to common shareholders 406.9 344.1 295.0 283.4 163.2 Net Earnings per Class A common share in $ Basic 11.40 9.74 8.33 7.74 4.65 Diluted 11.32 9.67 8.21 7.62 4.60 Weighted average number of Class A common shares outstanding Basic in millions 35.7 35.3 35.4 36.6 35.1 Diluted in millions 36.0 35.6 35.9 37.2 35.5 Net income per Class B common share in $ Basic and diluted Nil Nil Nil Nil Nil Weighted average number of Class B common shares outstanding Basic and diluted in millions Nil Nil Nil Nil Nil Dividend per Class A common share in $ 76.1 58.4 53.2 50.5 27.9 Statement of cash flow (1) Net cash provided by Operating Activities 528.3 430.1 375.0 327.5 247.9 Net cash used in Investing Activities (351.9) (254.6) (152.0) (9.9) (463.0) Net cash (used in)/provided by Financing Activities (84.7) (208.6) (212.2) (243.3) 318.4 Balance sheet data (at year end) Total current assets 627.0 301.2 295.7 237.0 143.4 Vessels in operation 1,962.9 1,884.6 1,664.1 1,623.3 1,682.8 Total assets 2,861.2 2,373.2 2,171.8 2,106.2 1,994.1 Debt (current and non-current portion), net 689.1 684.1 812.4 934.4 1,070.5 Class A and B common shares 0.4 0.4 0.4 0.4 0.4 Shareholders’ equity 1.801.0 1,463.5 1,184.4 966.5 712.6 Other data Number of vessels in operation at year end 71 71 68 65 65 Ownership days 25,323 24,937 24,285 23,725 19,427 Utilization 95.6% 96.1% 95.9% 95.5% 94.3% (1) As of December 31, 2023, we made reclassifications to our December 31, 2022 and 2021 statement of cash flows to correct and reclassify payments for drydocking and special survey costs from investing outflows to operating outflows which resulted in a decrease in investing outflows and increase in operating outflows of $24.4 million and $19.2 million for the years ended December 31, 2022 and December 31, 2021, respectively.
Operating Results—Results of Operations—Year Ended December 31, 2023 Compared to the Year Ended December 31, 2022” contained in our Annual Report on Form 20-F for the year ended December 31, 2023, filed with the SEC on March 20, 2024. B.
Operating Results—Results of Operations—Year Ended December 31, 2024 Compared to the Year Ended December 31, 2023” contained in our Annual Report on Form 20-F for the year ended December 31, 2024, filed with the SEC on March 18, 2025. B.
While the emissions profile of a ship during its operating lifetime is comparatively well understood, insufficient work has been done on a full life-cycle basis: quantifying the material carbon footprints associated with building a new ship, and subsequently de-commissioning and re-cycling it at the end of its economic life. E.
While the emissions profile of a ship during its operating lifetime is comparatively well understood, insufficient work has been done on a full life-cycle basis: quantifying the material carbon footprints associated with building a new ship, and subsequently de-commissioning and re-cycling it at the end of its economic life. Geopolitical events can have a meaningful impact on shipping.
The industry recovered markedly in 2021, but was followed by negative growth in 2022 and 2023 due to geopolitical tensions driving inflationary macro-economic headwinds, which placed downward pressure on consumer demand, and as a result, the container shipping industry. Container trade volumes rebounded in 2024, expanding by approximately 5.8%.
The industry recovered markedly in 2021, but was followed by negative growth in 2022 and 2023 due to geopolitical tensions driving inflationary macro-economic headwinds, which placed downward pressure on consumer demand and, as a result, on the container shipping industry. Container trade volumes rebounded in 2024, and are estimated to have grown by approximately 5.0% in 2025.
Liquidity and Capital Resources— Year Ended December 31, 2023 Compared to Year Ended December 31, 2022” contained in our Annual Report on Form 20-F for the year ended December 31, 2023, filed with the SEC on March 20, 2024.
Liquidity and Capital Resources—Year Ended December 31, 2024 Compared to Year Ended December 31, 2023” contained in our Annual Report on Form 20-F for the year ended December 31, 2024, filed with the SEC on March 18, 2025.
Total operating expenses is primarily comprised of: • Vessel Operating Expenses: Vessel operating expenses, which relate to the operation of the vessels themselves, were $191.4 million for the year ended December 31, 2024 (or 26.9% of operating revenues) compared to $179.2 million for the year ended December 31, 2023 (or 26.6% of operating revenues).
Total operating expenses is primarily comprised of: • Vessel Operating Expenses: Vessel operating expenses, which relate to the operation of the vessels themselves, were $208.4 million for the year ended December 31, 2025 (or 27.2% of operating revenues) compared to $191.4 million for the year ended December 31, 2024 (or 26.9% of operating revenues).
We estimate that the average cost of each of the 25 drydockings completed on vessels in the fleet between January 2023 and December 2024 was $2.7 million, with an average loss of revenue of $1.6 million from off-hire.
We estimate that the average cost of each of the 25 drydockings completed on vessels in the fleet between January 2024 and December 2025 was $3.4 million, with an average loss of revenue of $1.7 million from off-hire.
The average cost per ownership day for the year ended December 31, 2024 was $7,670, compared to $7,380 for the prior year period, up $290 per day, or 3.9%. • Time Charter and Voyage Expenses: Time charter and voyage expenses, which comprise mainly of commission paid to ship brokers, the cost of bunker fuel for owner’s account when a ship is off-hire or idle and miscellaneous costs associated with a ship’s voyage for the owner’s account, were $23.5 million for the year ended December 31, 2024 (or 3.3% of operating revenues) compared to $23.6 million for the year ended December 31, 2023 (or 3.5% of operating revenues).
The average cost per ownership day for the year ended December 31, 2025 was $8,231, compared to $7,670 for the prior year period, up $560 per day, or 7.3%. • Time Charter and Voyage Expenses: Time charter and voyage expenses, which comprise mainly of commission paid to ship brokers, the cost of bunker fuel for owner’s account when a ship is off-hire or idle and miscellaneous costs associated with a ship’s voyage for the owner’s account, were $25.1 million for the year ended December 31, 2025 (or 3.3% of operating revenues) compared to $23.5 million for the year ended December 31, 2024 (or 3.3% of operating revenues).
The sale and leaseback agreement for the three vessels matures in September 2027 and for the fourth vessel in October 2027 and bear interest at SOFR plus a margin of 3.25% per annum plus CAS payable quarterly in arrears.
The sale and leaseback agreements for the three vessels mature in September 2027 and for the fourth vessel in October 2027 and bears interest at SOFR plus a margin of 3.25% per annum plus a CAS payable quarterly in arrears.
The main factor affecting cash flow in a period is the timing of the receipt of charter hire, which is due to be paid two weeks or one month in advance, proceeds from any asset sales, costs of any asset purchases, the payments for costs of drydockings and vessel upgrades, the timing of the payment of interest, which is mainly quarterly, amortization of our debt including the 2027 Secured Notes, financings and refinancings, purchases of our Class A common shares, as of the date of this annual report, we have remaining approximately $33.0 million available authorization for such purchases and dividends paid on our Class A common shares and Series B Preferred Shares. 56 Table of Contents At December 31, 2024, we had $691.1 million of debt outstanding, comprising $371.9 million of secured bank debt collateralized by vessels, $231.9 million of investment grade rated 2027 Secured Notes collateralized by vessels, and $87.3 million under sale and leaseback financing transactions, which have floating interest rates at SOFR plus a weighted average margin of approximately 2.47%.
Business—Environmental and Other Regulations.” The main factor affecting cash flow in a period is the timing of the receipt of charter hire, which is due to be paid two weeks or one month in advance, proceeds from any asset sales, costs of any asset purchases, the payments for costs of drydockings and vessel upgrades, the timing of the payment of interest, which is mainly quarterly, amortization of our debt including the 2027 Secured Notes, financings and refinancings, purchases of our Class A common shares, as of the date of this Annual Report, we have remaining approximately $33.0 million available authorization for such purchases and dividends paid on our Class A common shares and Series B Preferred Shares. 53 Table of Contents As at December 31, 2025, we had $694.7 million of debt outstanding, comprising $311.0 million of secured bank debt collateralized by vessels, $179.4 million of investment grade rated 2027 Secured Notes collateralized by vessels, and $204.3 million under sale and leaseback financing transactions, which have floating interest rates at SOFR plus a weighted average margin of approximately 2.34%.
We have included a schedule of the next anticipated drydocking date for each of our vessels in the section of this Annual Report entitled “Item 4. Information on the Company—B. Business Overview—Inspection by Classification Societies”.
We have included a schedule of the next anticipated drydocking date for each of our vessels in the section of this Annual Report entitled “Item 4. Information on the Company—B.
All our revenues are denominated in U.S. dollars and a portion of our expenses are denominated in currencies other than U.S. dollars. As of December 31, 2024, we had $273.8 million in cash and cash equivalents, including restricted cash and time deposits.
All our revenues are denominated in U.S. dollars and a portion of our expenses are denominated in currencies other than U.S. dollars. As of December 31, 2025, we had $637.0 million in cash and cash equivalents, including restricted cash, time deposits and other instruments.
The facility bears interest at SOFR plus a margin of 3.50% per annum, payable quarterly in arrears.
The facility bears interest at SOFR plus a margin of 2.15% per annum payable quarterly in arrears.
Following the prepayment, the outstanding balance of the facility is repayable in four equal consecutive quarterly instalments of $2.4 million and one quarterly instalment of $1.1 million and new maturity will be in October 2025 from July 2026.
Following the prepayment, the outstanding balance of the facility was repayable in four equal consecutive quarterly instalments of $2.4 million and one quarterly instalment of $1.1 million and the new maturity would have been in October 2025 from July 2026.
As of December 31, 2023, we evaluated the reclassifications from both a quantitative and qualitative perspective and determined the impacts were immaterial to the previously issued interim and annual financial statements. 53 Table of Contents Results of Operations Year ended December 31, 2024 compared to Year ended December 31, 2023 Year ended December 31, 2024 2023 (in millions of U.S. dollars) Operating Revenues Time charter revenue $ 711.1 $ 674.8 Operating Expenses Vessel operating expenses (191.4) (179.2) Time charter and voyage expenses (23.5) (23.6) Depreciation and amortization (100.0) (91.7) Impairment of vessels — (18.8) General and administrative expenses (17.1) (18.3) Total operating expenses (332.0) (331.6) Operating Income 379.1 343.2 Non-Operating Income / (Expenses) Interest income 16.7 9.8 Interest and other finance expenses (40.7) (44.8) Other income, net 3.7 2.1 Fair value adjustment on derivative asset (5.2) (5.4) Income taxes — (0.4) Net Income 353.6 304.5 Earnings allocated to Series B Preferred Shares (9.5) (9.5) Net Income available to Common Shareholders $ 344.1 $ 295.0 Operating Revenues Operating revenues reflect income under fixed rate time charters and were $711.1 million in the year ended December 31, 2024, an increase of $36.3 million, or 5.4%, from operating revenues of $674.8 million for 2023.
As of December 31, 2023, we evaluated the reclassifications from both a quantitative and qualitative perspective and determined the impacts were immaterial to the previously issued interim and annual financial statements. 50 Table of Contents Results of Operations Year ended December 31, 2025 compared to Year ended December 31, 2024 Year ended December 31, 2025 2024 (in millions of U.S. dollars) Operating Revenues Time charter revenue $ 766.5 $ 711.1 Operating Expenses Vessel operating expenses (208.4) (191.4) Time charter and voyage expenses (25.1) (23.5) Depreciation and amortization (122.0) (100.0) Gain on sale of vessels 46.3 — General and administrative expenses (22.1) (17.1) Total operating expenses (331.3) (332.0) Operating Income 435.2 379.1 Non-Operating Income / (Expenses) Interest income 19.2 16.7 Interest and other finance expenses (39.0) (40.7) Other income, net 6.0 3.7 Fair value adjustment on derivative asset (5.0) (5.2) Net Income 416.4 353.6 Earnings allocated to Series B Preferred Shares (9.5) (9.5) Net Income available to Common Shareholders $ 406.9 $ 344.1 Operating Revenues Operating revenues reflect income under fixed rate time charters and were $766.5 million in the year ended December 31, 2025, an increase of $55.4 million, or 7.8%, from operating revenues of $711.1 million for 2024.
As of March 10, 2025, we owned 70 mid-sized and smaller containerships, ranging from 2,207 to 11,040 TEU, with an aggregate capacity of 404,681 TEU. 39 ships are wide-beam Post-Panamax. We have entered into ship management agreements with third-party ship managers for the day-to-day technical and commercial management of our current fleet of vessels. See “Item 4.
As of March 12, 2026, we owned 71 mid-sized and smaller containerships, ranging from 2,207 to 11,040 TEU, with an aggregate capacity of 423,003 TEU. Forty-one ships are wide-beam Post-Panamax. We have entered into ship management agreements with third-party ship managers for the day-to-day technical and commercial management of our current fleet of vessels. See “Item 4.
We would not enter into derivatives for trading or speculative purposes. 57 Table of Contents Cash Flows The table below shows our consolidated cash flows for each of the years ended December 31, 2024, 2023 and 2022: Year ended December 31, 2024 2023 2022 (in millions of U.S. dollars) Cash flows from operating activities Net income $ 353.6 $ 304.5 $ 292.9 Adjustments to reconcile net income to net cash provided by operating activities Depreciation and amortization 100.0 91.7 81.3 Impairment of vessels - 18.8 3.0 Amounts reclassified to/(from) other comprehensive income 0.9 0.2 (1.1) Amortization of derivative assets’ premium 4.6 4.3 1.1 Amortization of deferred financing costs 6.8 5.5 11.2 Amortization of original issue premium on repurchase of notes - - 0.8 Amortization of intangible liabilities-charter agreements (5.5) (8.1) (41.2) Fair value adjustment on derivative asset 5.2 5.4 (9.7) Prepayment fees on debt repayment 0.9 - 15.2 Share based compensation expense 8.7 10.2 10.1 Movement in working capital (45.1) (57.5) (36.1) Net cash provided by operating activities (*) 430.1 375.0 327.5 Cash flows from investing activities Acquisition of vessels and intangibles (205.5) (123.3) - Net proceeds from sale of vessels - 5.9 - Cash paid for vessel expenditures (12.8) (19.6) (5.5) Advances for vessel acquisitions and other additions (24.1) (9.6) (3.8) Time deposits acquired (12.2) (5.4) (0.6) Net cash used in investing activities (*) (254.6) (152.0) (9.9) Cash flows from financing activities Deferred financing costs paid (3.1) (1.2) (9.7) Repayment of refinanced debt, including prepayment fees (292.0) - (276.7) Proceeds from 2027 Secured Notes - - 350.0 Repurchase of 2024 Notes, including premium - - (119.9) Proceeds from drawdown of credit facilities and sale and leaseback 344.5 76.0 60.0 Repayment of credit facilities and sale and leaseback (185.4) (202.3) (167.0) Net proceeds from offering of Class A common shares, net of offering costs 0.3 - - Cancellation of Class A common shares (5.0) (22.0) (20.0) Class A common shares-dividend paid (58.4) (53.2) (50.5) Series B preferred shares – dividends paid (9.5) (9.5) (9.5) Net cash used in financing activities (208.6) (212.2) (243.3) Net (decrease)/increase in cash and cash equivalents and restricted cash (33.1) 10.8 74.3 Cash and cash equivalents and restricted cash at beginning of the year 280.7 269.9 195.6 Cash and cash equivalents and restricted cash at end of the year $ 247.6 $ 280.7 $ 269.9 58 Table of Contents Year ended December 31, 2024 compared to Year ended December 31, 2023 (*) Net cash provided by operating activities was $430.1 million for the year ended December 31, 2024 reflecting mainly net income of $353.6 million, adjusted for depreciation and amortization of $100.0 million, amounts reclassified to other comprehensive income of $0.9 million, amortization of derivative assets premium of $4.6 million, amortization of deferred financing costs of $6.8 million, prepayment fees on debt repayment of $0.9 million, amortization of intangible liabilities of $5.5 million, stock-based compensation of $8.7 million, fair value adjustment on derivative asset of $5.2 million, amortization of derivative assets’ premium of $4.6 million, plus movements in working capital, including deferred revenue, of $45.1 million.
We would not enter into derivatives for trading or speculative purposes. 54 Table of Contents Cash Flows The table below shows our consolidated cash flows for each of the years ended December 31, 2025, 2024, and 2023: Year ended December 31, 2025 2024 2023 (in millions of U.S. dollars) Cash flows from operating activities Net income $ 416.3 $ 353.6 $ 304.5 Adjustments to reconcile net income to net cash provided by operating activities Depreciation and amortization 122.0 100.0 91.7 Impairment of vessels - - 18.8 Gain on sale of vessels (46.3) - - Amounts reclassified to other comprehensive income - 0.9 0.2 Amortization of derivative assets’ premium 3.6 4.6 4.3 Amortization of deferred financing costs 3.7 6.8 5.5 Amortization of intangible liabilities-charter agreements (13.5) (5.5) (8.1) Fair value adjustment on derivative asset 5.0 5.2 5.4 Prepayment fees on debt repayment 0.2 0.9 - Stock based compensation expense 14.0 8.7 10.2 Movement in working capital 23.3 (45.1) (57.5) Net cash provided by operating activities 528.3 430.1 375.0 Cash flows from investing activities Acquisition of vessels and intangibles (121.5) (205.5) (123.3) Net proceeds from sale of vessels 88.6 - 5.9 Cash paid for vessel expenditures (14.3) (12.8) (19.6) Advances for vessel acquisitions and other additions (33.2) (24.1) (9.6) Time deposits and other instruments acquired (271.5) (12.2) (5.4) Net cash provided by/(used in) investing activities 351.9 (254.6) (152.0) Cash flows from financing activities Deferred financing costs paid (2.2) (3.1) (1.2) Repayment of refinanced debt, including prepayment fees (70.4) (292.0) - Proceeds from drawdown of credit facilities and sale and leaseback 218.5 344.5 76.0 Repayment of credit facilities and sale and leaseback (144.7) (185.4) (202.3) Net proceeds from offering of Class A common shares, net of offering costs (0.3) 0.3 - Cancellation of Class A common shares - (5.0) (22.0) Class A common shares-dividend paid (76.1) (58.4) (53.2) Series B preferred shares – dividends paid (9.5) (9.5) (9.5) Net cash used in financing activities (84.7) (208.6) (212.2) Net increase/(decrease) in cash and cash equivalents and restricted cash 91.7 (33.1) 10.8 Cash and cash equivalents and restricted cash at beginning of the year 247.6 280.7 269.9 Cash and cash equivalents and restricted cash at end of the year $ 339.3 $ 247.6 $ 280.7 55 Table of Contents Year ended December 31, 2025 compared to Year ended December 31, 2024 Net cash provided by operating activities was $528.3 million for the year ended December 31, 2025 reflecting mainly net income of $416.3 million, adjusted for depreciation and amortization of $122.0 million, amortization of derivative assets premium of $3.6 million, amortization of deferred financing costs of $3.7 million, prepayment fees on debt repayment of $0.2 million, amortization of intangible liabilities of $13.5 million, stock-based compensation of $14.0 million, fair value adjustment on derivative asset of $5.0 million, gain on sale of vessels of $46.3 million plus movements in working capital, including deferred revenue, of $23.3 million.
Covenants Financial Covenants The agreements governing our indebtedness contain certain financial covenants, which require us to maintain, among other things: • minimum liquidity at the borrower (vessel-owner or finance lessor) level and minimum consolidated liquidity of at least $20.0 million at the group level; and • minimum market value of collateral for each debt obligation, such that the aggregate market value of the vessels collateralizing the particular debt obligation is between 120% and 154%, depending on the particular debt obligation, of the aggregate principal amount outstanding under such debt obligation, or, if we do not meet such threshold, to provide additional security to eliminate the shortfall.
As of December 31, 2025, the outstanding balance of these sale and leaseback agreements was $37.5 million. 59 Table of Contents Covenants Financial Covenants The agreements governing our indebtedness contain certain financial covenants, which require us to maintain, among other things: • minimum liquidity at the borrower (vessel-owner or finance lessor) level and minimum consolidated liquidity of at least $20.0 million at the group level; and • minimum market value of collateral for each debt obligation, such that the aggregate market value of the vessels collateralizing the particular debt obligation is between 125% and 135%, depending on the particular debt obligation, of the aggregate principal amount outstanding under such debt obligation, or, if we do not meet such threshold, to provide additional security to eliminate the shortfall.
On the supply side: as at December 31, 2024, idle capacity of the global containership fleet was 0.6%, and the overall orderbook-to-fleet ratio stood at 27.4% - compared to 1.3% and 26.6%, respectively, at the end of 2023. The containerized supply chain extends throughout the world.
On the supply side: as at December 31, 2025, idle capacity of the global containership fleet was 0.8%, and the overall orderbook-to-fleet ratio stood at 34.5% compared to 0.6% and 27.6%, respectively, at the end of 2024. The containerized supply chain extends throughout the world.
As of December 31, 2024, the outstanding balance of this facility was $23.5 million. 5.69% Senior Secured Notes due 2027 On June 16, 2022, Knausen Holding LLC (the “Issuer”), an indirect wholly-owned subsidiary of ours, closed on the private placement of $350.0 million of publicly rated/investment grade 5.69% Senior Secured Notes due 2027 (the “2027 Secured Notes”) to a limited number of accredited investors.
As of December 31, 2025, the aggregate principal amount outstanding under the 2024 Senior Secured Term Loan Facility was $240.0 million. 57 Table of Contents 5.69% Senior Secured Notes due 2027 On June 16, 2022, Knausen Holding LLC (the “Issuer”), an indirect wholly-owned subsidiary of ours, closed on the private placement of $350.0 million of publicly rated/investment grade 5.69% Senior Secured Notes due 2027 (the “2027 Secured Notes”) to a limited number of accredited investors.
Contracted revenue on the same basis was $1.88 billion. Contracted revenue was $2.37 billion, including options under charterers’ control and with latest redelivery date, representing a weighted average remaining term of 2.9 years.
Contracted revenue on the same basis was $2.24 billion. Contracted revenue was $2.77 billion, including options under charterers’ control and with latest redelivery date, representing a weighted average remaining term of 3.6 years.
As a result of the discontinuation of LIBOR, on July 1, 2023, our interest rate caps automatically transitioned to one-month Compounded SOFR at a net level of 0.64%.
As a result of the discontinuation of LIBOR, on July 1, 2023, our interest rate caps automatically transitioned to one-month Compounded SOFR at a net level of 0.64%. As of December 31, 2025, our interest rate caps cover 75% of our outstanding floating rate debt.
For ships smaller than 10,000 TEU the orderbook-to-fleet ratio as of January 1, 2025was 10.2%. Vessel newbuilding prices, secondhand values, and charter rates have tended to be closely correlated and are all strongly influenced by the dynamics of supply and demand, combined with sentiment.
For ships smaller than 10,000 TEU the orderbook-to-fleet ratio was 16.9%. 61 Table of Contents Vessel newbuilding prices, secondhand values, and charter rates have tended to be closely correlated and are all strongly influenced by the dynamics of supply and demand, combined with sentiment.
The useful lives are estimated to be 30 years from original delivery by the shipyard. Management estimates the residual values of our container vessels based on a scrap price of steel times the weight of the vessel noted in lightweight tons (LWT). Residual values are periodically reviewed and revised to recognize changes in conditions, new regulations or other reasons.
Management estimates the residual values of our container vessels based on a scrap price of steel times the weight of the vessel noted in lightweight tons (LWT). Residual values are periodically reviewed and revised to recognize changes in conditions, new regulations, or other reasons.
Net Income Available to Common Shareholders Net income available to common shareholders for the year ended December 31, 2024 was $344.1 million, compared to a net income available to common shareholders of $295.0 million for the year ended December 31, 2023.
Net Income Available to Common Shareholders Net income available to common shareholders for the year ended December 31, 2025 was $406.9 million, compared to a net income available to common shareholders of $344.1 million for the year ended December 31, 2024.
There were 966 days of offhire and idle time in the year ended December 31, 2024, of which 807 were for scheduled drydockings, compared to 996 days of offhire and idle time in the prior year of which 701 were for scheduled drydockings.
There were 1,125 days of offhire and idle time in the year ended December 31, 2025 of which 816 were for scheduled drydockings, compared to 966 days of offhire and idle time in the prior year of which 807 were for scheduled drydockings.
Macquarie Credit Facility On May 18, 2023, we entered into a $76.0 million credit facility with Macquarie Bank Limited to finance part of the acquisition cost of four containerships, each with a carrying capacity of 8,544 TEU, for an aggregate purchase price of $123.3 million.
Facilities repaid in 2025 Macquarie Credit Facility On May 18, 2023, we, through certain of our vessel-owning subsidiaries, entered into a $76.0 million credit facility with Macquarie Bank Limited (the “Macquarie Credit Facility”) to finance part of the acquisition cost of four containerships, each with a carrying capacity of 8,544 TEU, for an aggregate purchase price of $123.3 million.
Interest and other finance expenses Interest and other finance expenses for the year ended December 31, 2024 was $40.7 million, down from $44.8 million for the prior year.
Interest and other finance expenses Interest and other finance expenses for the year ended December 31, 2025 was $39.0 million, down from $40.7 million for the prior year.
Approximately 225 million TEU, equating to around 2.0 billion tonnes, of containerized cargo are estimated to have been carried in 2024.
Approximately 237 million TEU, equating to around 2.1 billion tonnes, of containerized cargo are estimated to have been carried in 2025.
The new standard requires additional information to be disclosed with respect to the income tax rate reconciliation and income taxes paid disaggregated by jurisdiction. This ASU should be applied prospectively for fiscal years beginning after December 15, 2024, with retrospective application permitted. We are currently evaluating the impacts of this guidance on our Consolidated Financial Statements and disclosures.
The new standard requires additional information to be disclosed with respect to the income tax rate reconciliation and income taxes paid disaggregated by jurisdiction. This ASU should be applied prospectively for fiscal years beginning after December 15, 2024, with retrospective application permitted.
Leverage As of December 31, 2024, we had $691.1 million of debt outstanding of which $231.9 million was for our 2027 Secured Notes which carry interest at the fixed rate 5.69% and $459.2 million was floating rate debt across a number of facilities and sale and leaseback arrangements and bearing interest at SOFR based on interest rate cap agreements mentioned below plus an average margin of approximately 2.47%.
Leverage As of December 31, 2025, we had $694.7 million of debt outstanding of which $179.4 million was for our 2027 Secured Notes which carry interest at the fixed rate 5.69% and $515.3 million was floating rate debt across a number of facilities and sale and leaseback arrangements and bearing interest at SOFR based on interest rate cap agreements mentioned below plus an average margin of approximately 2.37% per annum.
Transition fuels are increasingly perceived to include Liquified Natural Gas (LNG), and bio-fuel blends. The current consensus view is that 2030 will be the earliest inflection point at which next-generation green fuels (with the considerable infrastructure required to support them) will become commercially available, allowing industry adoption to begin to accelerate.
The current consensus view is that 2030 will be the earliest inflection point at which next-generation green fuels (with the considerable infrastructure required to support them) will become commercially available, allowing industry adoption to begin to accelerate.
Net cash provided by operating activities was $375.0 million for the year ended December 31, 2023 reflecting mainly net income of $304.5 million, adjusted for depreciation and amortization of $91.7 million, impairment loss of $18.8 million, amounts reclassified to other comprehensive income of $0.2 million, amortization of derivative assets premium of $4.3 million, amortization of deferred financing costs and original issue premium of $9.8 million, amortization of intangible liabilities of $8.1 million, stock-based compensation of $10.2 million, fair value adjustment on derivative asset of $5.4 million, plus movements in working capital, including deferred revenue, of $57.5 million.
Net cash provided by operating activities was $430.1 million for the year ended December 31, 2024, reflecting mainly net income of $353.6 million, adjusted for depreciation and amortization of $100.0 million, amounts reclassified to other comprehensive income of $0.9 million, amortization of derivative assets premium of $4.6 million, amortization of deferred financing costs of $6.8 million, prepayment fees on debt repayment of $0.9 million, amortization of intangible liabilities of $5.5 million, stock-based compensation of $8.7 million, fair value adjustment on derivative asset of $5.2 million, amortization of derivative assets’ premium of $4.6 million, plus movements in working capital, including deferred revenue, of $45.1 million.
This facility’s interest rate is SOFR plus a margin of 1.85% per annum payable quarterly in arrears.
This facility’s interest rate was SOFR plus a margin of 3.50% per annum payable quarterly in arrears.
From 2010 through 2024, incorporating the impact of negative growth in 2020 (COVID-19), the rebound in 2021, further negative growth in 2022 and 2023 (geopolitical tensions driving inflationary macro-economic headwinds), and a rebound in 2024, CAGR was 3.0%.
From 2010 through 2024, incorporating the impact of negative growth in 2020 due to the impact of the COVID-19 pandemic, the rebound in 2021, further negative growth in 2022 and 2023 resulting from geopolitical tensions driving inflationary macro-economic headwinds, and a rebound in 2024, CAGR was 3.0%; volumes are estimated to have grown in 2025 by approximately 5.0%.
As of December 31, 2024, the outstanding balance of this facility was $nil. $140.0 Million HCOB, CACIB, ESUN, CTBC, Taishin Credit Facility On July 6, 2021, we entered into a facility with CACIB, HCOB, ESUN, CTBC and Taishin for a total of $140.0 million to finance the acquisition of 12 containerships from Borealis Finance LLC.
As of December 31, 2025, the outstanding balance of this facility was $nil. 58 Table of Contents $140.0 Million HCOB, CACIB, E.SUN, CTBC, Taishin Credit Facility On July 6, 2021, we, through certain of our vessel-owning subsidiaries, entered into a facility with HCOB, CACIB, E.SUN, CTBC and Taishin (the “HCOB-CACIB Credit Facility”) for a total of $140.0 million to finance the acquisition of 12 containerships from Borealis Finance LLC.
Overall, there was a net decrease in cash and cash equivalents and restricted cash of $33.1 million in the year ended December 31, 2024, resulting in closing cash and cash equivalents and restricted cash of $247.6 million compared to closing cash and cash equivalents and restricted cash of $280.7 million at December 31, 2023.
Overall, there was a net increase in cash and cash equivalents and restricted cash of $91.7 million in the year ended December 31, 2025, resulting in closing cash and cash equivalents and restricted cash of $339.3 million compared to closing cash and cash equivalents and restricted cash of $247.6 million as at December 31, 2024.
Income Taxes Income taxes for the year ended December 31, 2024 were nil. Income taxes for the year ended December 31, 2023 were $0.4 million. Net Income For the year ended December 31, 2024, net income was $353.6 million, compared to a net income of $304.5 million for the year ended December 31, 2023.
Income Taxes Income taxes for the year ended December 31, 2025 were nil, the same as in 2024. Net Income For the year ended December 31, 2025, net income was $416.4 million, compared to a net income of $353.6 million for the year ended December 31, 2024.
In addition, each of our vessels is subject to a drydock approximately every five years. 12 drydockings were completed in 2024 for regulatory reasons and 49 vessel upgrades were completed, the total cost of which, excluding the effect of the associated 807 days of off-hire, was $77.5 million. 13 drydockings were completed in 2023 for regulatory reasons and 35 for vessel upgrades, the total cost of which, excluding the effect of the associated 701 days of off-hire, was $48.8 million.
In addition, each of our vessels is subject to a drydock approximately every five years. Thirteen drydockings were completed in 2025 for regulatory reasons and 27 vessel upgrades were completed, the total cost of which, excluding the effect of the associated 816 days of off-hire, was $62.5 million.

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Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

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Biggest changeAs a result of the Chief Executive Officer transition in March 2024, the Board of Directors approved a new award of 6,465 shares of incentive stock to the new non-employee director and 51,750 a new award to the new Chief Executive Officer, both structured in the same way as existing equivalent awards, adjusted for the dates of appointment. 155,250 shares were forfeited, due to retirement of the then Chief Executive Officer.
Biggest changeThese awards, together with the Initial 2021 Incentive Awards, are collectively referred to as the “2021 Incentive Awards.” In March 2024, as a result of the transition of the Company’s Chief Executive Officer (“CEO”), the Board of Directors approved new awards of (i) 6,465 Class A common shares to a newly appointed non-executive director and (ii) 51,750 Class A common shares to the newly appointed CEO, in each case, scheduled to vest in a similar manner to the 2021 Incentive Awards, adjusted for the dates of appointment.
The audit committee will at all times be composed exclusively of “independent directors” who, as may be required by the NYSE listing standards, are able to read and understand fundamental financial statements, including a company’s balance sheet, income statement and cash flow statement. Our audit committee currently consists of Messrs. Chalkias, van Lacum, Wils and Ms.
The audit committee will at all times be composed exclusively of “independent directors” who, as may be required by the NYSE listing standards, are able to read and understand fundamental financial statements, including a company’s balance sheet, income statement and cash flow statement. Our audit committee currently consists of Messrs. Chalkias, van Lacum, and Wils and Ms.
He was the managing director of the shipping group Delmas Vieljeux, which he joined in 1971, from 1982 to 1992. Mr. Wils, who is a graduate of HEC Paris and of Paris University, was appointed Chevalier de la Légion d’Honneur in 1995 and chaired the French Shipowners’ Association from 1998 to 2000. Ulrike Helfer : Ms.
He was the managing director of the shipping group Delmas Vieljeux, which he joined in 1971, from 1982 to 1992. Mr. Wils, who is a graduate of HEC Paris and of Paris University, was appointed Chevalier de la Légion d'Honneur in 1995 and chaired the French Shipowners Association from 1998 to 2000. Ulrike Helfer : Ms.
The purpose of the 2019 Plan is to provide directors, officers and employees, whose initiative and efforts are deemed to be important to the successful conduct of our business, with incentives to (a) enter into and remain in the service of our company or our subsidiaries and affiliates, (b) acquire a proprietary interest in the success of our company, (c) maximize their performance and (d) enhance the long-term performance of our company.
The purpose of the Equity Incentive Plan is to provide directors, officers, and employees, whose initiative and efforts are deemed to be important to the successful conduct of our business, with incentives to (a) enter into and remain in the service of our company or our subsidiaries and affiliates, (b) acquire a proprietary interest in the success of our company, (c) maximize their performance and (d) enhance the long-term performance of our company.
Our Executive Chairman receives remuneration as an executive officer and does not receive director fees. 2019 Omnibus Incentive Plan On February 4, 2019, our Board of Directors adopted the Global Ship Lease, Inc. 2019 Omnibus Incentive Plan (the “2019 Plan”).
Our Executive Chairman receives remuneration as an executive officer and does not receive director fees. 2019 Omnibus Incentive Plan On February 4, 2019, our Board of Directors adopted the Global Ship Lease, Inc. 2019 Omnibus Incentive Plan (the “Equity Incentive Plan”).
Upon the vesting of a restricted stock unit, the award recipient will be paid an amount equal to the number of restricted stock units that then vest multiplied by the fair market value of a common share on the date of vesting, which payment may be paid in the form of cash or common shares or a combination of both, as determined by the administrator of the 2019 Plan.
Upon the vesting of a restricted stock unit, the award recipient will be paid an amount equal to the number of restricted stock units that then vest multiplied by the fair market value of a common share on the date of vesting, which payment may be paid in the form of cash or common shares or a combination of both, as determined by the administrator of the Equity Incentive Plan.
Pitner, expires at the annual meeting of shareholders to be held in 2027. The current term of office of the Term II class of directors, consisting of Mr. Chalkias, Mr. Giouroukos and Mr. Webber, expires at the annual meeting of shareholders to be held in 2025.
Pitner, expires at the annual meeting of shareholders to be held in 2027. The current term of office of the Term II class of directors, consisting of Mr. Chalkias, Mr. Giouroukos, and Mr. Webber, expires at the annual meeting of shareholders to be held in 2028.
Under the terms of the 2019 Plan stock options and appreciation rights granted under the 2019 Plan will have an exercise price equal to the fair market value of a common share on the date of grant, provided that in no event may the exercise price be less than the fair market value of a common share on the date of grant.
Under the terms of the Equity Incentive Plan, stock options and appreciation rights granted under the Equity Incentive Plan will have an exercise price equal to the fair market value of a common share on the date of grant, provided that in no event may the exercise price be less than the fair market value of a common share on the date of grant.
Our Board of Directors may amend or terminate the 2019 Plan and may amend outstanding awards, provided that no such amendment or termination may be made that would materially impair the rights or materially increase any obligations, of a grantee under an outstanding award.
Our Board of Directors may amend or terminate the Equity Incentive Plan and may amend outstanding awards, provided that no such amendment or termination may be made that would materially impair the rights or materially increase any obligations, of a grantee under an outstanding award.
In the event of a “change in control” (as defined in the 2019 Plan), unless otherwise provided by the 2019 Plan administrator in an award agreement, awards then outstanding shall become fully vested and exercisable in full.
In the event of a “change in control” (as defined in the Equity Incentive Plan), unless otherwise provided by the Equity Incentive Plan administrator in an award agreement, awards then outstanding shall become fully vested and exercisable in full.
Our ESG committee consists of Messrs. Neugeborn, van Lacum, Wils, and Giouroukos. D. Employees As of December 31, 2024, we had seven employees. E. Share Ownership See “Item 7. Major Shareholders and Related Party Transactions—A. Major Shareholders” for information regarding beneficial ownership by our directors and executive officers. See “Item 6. Directors, Senior Management and Employees—B.
Our ESG committee consists of Messrs. Neugeborn, van Lacum, Wils, and Giouroukos. 71 Table of Contents D. Employees As of December 31, 2025, we had seven employees. E. Share Ownership See “Item 7. Major Shareholders and Related Party Transactions—A. Major Shareholders” for information regarding beneficial ownership by our directors and executive officers. See “Item 6. Directors, Senior Management and Employees—B.
Item 6. Directors, Senior Management and Employees A. Directors and Senior Management Our directors and executive officers as of the date of this Annual Report and their ages as of December 31, 2024 are listed below: Name Age Position George Giouroukos 59 Executive Chairman Michael S.
Item 6. Directors, Senior Management and Employees A. Directors and Senior Management Our directors and executive officers as of the date of this Annual Report and their ages as of December 31, 2025 are listed below: Name Age Position George Giouroukos 60 Executive Chairman Michael S.
Our Board of Directors has determined that Mr. van Lacum has such financial sophistication and also qualifies as an “audit committee financial expert” (please refer to Item16A. Audit Committee Financial Expert). Compensation Committee We have established a compensation committee, consisting of Messrs.
Our Board of Directors has determined that Mr. van Lacum has such financial sophistication and also qualifies as an “audit committee financial expert” (please refer to ‘‘Item16A. Audit Committee Financial Expert’'). Compensation Committee We have established a compensation committee, consisting of Messrs.
The plan administrator may grant restricted stock and awards of restricted stock units subject to vesting and forfeiture provisions and other terms and conditions as determined by the administrator of the 2019 Plan.
The plan administrator may grant restricted stock and awards of restricted stock units subject to vesting and forfeiture provisions and other terms and conditions as determined by the administrator of the Equity Incentive Plan.
The 2019 Plan is administered by the compensation committee of our Board of Directors or such other committee of our Board of Directors as may be designated by them.
The Equity Incentive Plan is administered by the compensation committee of our Board of Directors or such other committee of our Board of Directors as may be designated by them.
The 2019 Plan administrator may grant dividend equivalents with respect to grants of restricted stock units. 76 Table of Contents Adjustments may be made to outstanding awards in the event of a corporate transaction or change in capitalization or other extraordinary event.
The Equity Incentive Plan administrator may grant dividend equivalents with respect to grants of restricted stock units. Adjustments may be made to outstanding awards in the event of a corporate transaction or change in capitalization or other extraordinary event.
B. Compensation Compensation of Executive Officers For the year ended December 31, 2024, we have expensed an aggregate of $2.2 million in compensation to our executive officers, which includes the remuneration of our Executive Chairman. 75 Table of Contents Compensation of Directors Our directors (other than our Executive Chairman) receive an annual fee of $105,000.
Compensation Compensation of Executive Officers For the year ended December 31, 2025, we have expensed an aggregate of $2.1 million in compensation to our executive officers, which includes the remuneration of our Executive Chairman. Compensation of Directors Our directors (other than our Executive Chairman) receive an annual fee of $105,000.
From 2016 to 2023, Ms. Helfer was a member of the board of managing directors of portfoliomanagement AöR, a company newly established by the Federal State of Schleswig-Holstein and the City of Hamburg. In this role, Ms.
From 2016 to 2023, at the request of the Federal State of Schleswig-Holstein and the City of Hamburg, Ms. Helfer served as a Member of the Board of Managing Directors of the newly established portfoliomanagement AöR. In this role, Ms.
Chalkias holds an MSc with Distinction in Shipping, Trade & Finance from the Cass Business School at the City University of London and a BSc with Honors in Maritime Business and Maritime Law from the University of Plymouth. 74 Table of Contents Captain Yoram (Rami) Neugeborn : Mr.
Chalkias holds an MSc with Distinction in Shipping, Trade & Finance from the Cass Business School at City University of London, and a BSc with Honors in Maritime Business and Maritime Law from the University of Plymouth. Captain Yoram (Rami) Neugeborn : Mr. Neugeborn has served as a director since 2022.
Neugeborn was appointed a director in 2022 and is a Master Mariner with more than 40 years of experience in the shipping industry. He currently serves as the Chief Executive Officer of Aquarii Shipping Solutions Ltd., a private shipping consultant company.
He is a Master Mariner with more than 40 years of hands-on experience in the shipping industry, spanning across containers, bulk carriers, tankers, car carriers, and reefer vessels. He currently serves as the Chief Executive Officer of Aquarii Shipping Solutions Ltd., a private shipping consultant company.
Webber served as the Chief Financial Officer and a director of CP Ships Limited, a subsidiary of Canadian Pacific Limited until 2001 and thereafter a public company listed on the New York and Toronto stock exchanges until its acquisition by TUI A.G. in 2005. Mr. Webber is a graduate of Cambridge University. Thomas A. Lister: Mr.
Webber served as the Chief Financial Officer and a director of CP Ships Limited, a subsidiary of Canadian Pacific Limited until 2001 when Canadian Pacific de-merged and CP Ships became a separate public company listed on both the New York and Toronto stock exchanges until its acquisition by Hapag-Lloyd’s parent company, TUI A.G. in 2005. From 1979 to 1996 Mr.
He has also worked as an external auditor with PricewaterhouseCoopers, covering shipping and oil & gas industries. Mr. Psaropoulos holds a Master in Economics with specialization in Finance and Investments, from the Athens University of Economics and Business.
Psaropoulos also worked as an external auditor with PricewaterhouseCoopers, covering shipping and the oil & gas industries. Mr. Psaropoulos holds a Master in Economics, with specialization in Finance and Investments, from the Athens University of Economics; and is an alumnus of the Harvard Business School programs for Leadership Development (PLDA), Corporate Governance, and Private Equity and Venture Capital.
Gross 63 Director Alain Wils 81 Director Ulrike Helfer 65 Director Michael Chalkias 54 Director Yoram (Rami) Neugeborn 63 Director Alain Pitner 76 Director Menno van Lacum 54 Director Ian J. Webber* 67 Director Thomas A.
Gross 64 Director Alain Wils 82 Director Ulrike Helfer 66 Director Michael Chalkias 55 Director Yoram (Rami) Neugeborn 64 Director Alain Pitner 77 Director Menno van Lacum 55 Director Ian J. Webber 68 Director Thomas A.
Gross has been a director since inception and was Chairman from September 2008 to November 2018 when the strategic combination with Poseidon Containers closed. Mr.
Gross has served as a director since inception and was Chairman from September 2008 until the completion of the strategic combination with Poseidon Containers in 2018. Since 2010, Mr.
Our committee charters are available on our website (www.globalshiplease.com) and in print to any investor upon request. The information included on our website is not incorporated herein by reference.
Board Committees Our Board of Directors has formed an audit committee, a compensation committee, a nominating and corporate governance committee, a conflicts committee and an environmental, social and governance committee. Our committee charters are available on our website (http://www.globalshiplease.com) and in print to any investor upon request. The information included on our website is not incorporated herein by reference.
It also assesses the adequacy and effectiveness of our corporate governance guidelines, reviewing and recommending changes to the Board of Directors whenever necessary. 78 Table of Contents Conflicts Committee We have established a Conflicts Committee to review, evaluate, and approve any transaction or other matter referred or disclosed to it where a conflict of interest or potential conflict of interest exists or arises, whether real or perceived.
Conflicts Committee We have established a Conflicts Committee to review, evaluate, and approve any transaction or other matter referred or disclosed to it where a conflict of interest or potential conflict of interest exists or arises, whether real or perceived.
Prior to joining our Board of Directors, from 2010 to 2022 he served as Manager of the Chartering and Sale and Purchase Division at ZIM Integrated Shipping Services Ltd. and from 2008 to 2010 he served as the Manager of the Shipping Commercial Division at XT Shipping Ltd. (formerly, Ofer Brothers Shipping, Haifa).
Prior to joining the Board of GSL, from 2010 to 2022 he served as Manager of the Chartering and Sale and Purchase Division at ZIM Integrated Shipping Services Ltd. Prior to that, Captain Neugeborn served in a variety of senior management roles, including as Manager of the Shipping Commercial Division at XT Shipping Ltd.
The current term of office of the Term III class of directors, consisting of Mr. Gross, Mr. van Lacum and Mr.
The current term of office of the Term III class of directors, consisting of Mr. Gross, Mr. van Lacum, and Mr. Wils, expires at the annual meeting of shareholders to be held in 2026.
Giannopoulos was Financial Controller in charge of the South American logistics arm of Navios—a group of shipping companies listed on the New York Stock Exchange. From 2006 to 2010, Mr. Giannopoulos worked for PricewaterhouseCoopers as a senior external auditor covering the shipping and oil & gas industries. Mr. Giannopoulos is a graduate of Maritime Studies from the University of Piraeus.
From 2006 to 2010, he worked for PricewaterhouseCoopers as a senior external auditor covering the shipping and oil & gas industries. Mr. Giannopoulos is a graduate of Maritime Studies from the University of Piraeus. 68 Table of Contents B.
Shareholders’ approval of 2019 Plan amendments may be required in certain circumstances if required by applicable rules of a national securities exchange or the SEC. Unless terminated earlier by our Board of Directors, the 2019 Plan will expire 10 years from the date on which the 2019 Plan was adopted by the Board of Directors.
Shareholders’ approval of Equity Incentive Plan amendments may be required in certain circumstances if required by applicable rules of a national securities exchange or the SEC.
For information about the period during which each director and executive officer has served in such position at our company, see “Item 6. Directors, Senior Management and Employees – A. Directors and Senior Management.” Director Independence Our Board of Directors has determined that all of our directors in office as of the date hereof, other than Mr.
Other than our Executive Chairman, none of our directors have service contracts with us or any of our subsidiaries providing for benefits upon the termination of their employment. For information about the period during which each director and executive officer has served in such position at our company, see “Item 6. Directors, Senior Management and Employees —A.
George Giouroukos and Mr. Ian Webber, are “independent directors” as such term is defined in Rule 10A-3 under the Exchange Act, and the NYSE rules. Board Committees Our Board of Directors has formed an audit committee, a compensation committee, a nominating and corporate governance committee, a conflicts committee and an environmental, social and governance committee.
Directors and Senior Management.” Director Independence Our Board of Directors has determined that all of our directors in office as of the date hereof, other than Mr. George Giouroukos and Mr. Ian Webber, are “independent directors” as such term is defined in Rule 10A-3 under the Exchange Act, and the NYSE rules.
On January 2, 2024, we approved awards to a non-employee director amounting to 4,884 shares of incentive stock which vested and were issued immediately, and 8,311 shares, to vest in a similar manner to the awards to other non-employee directors, adjusted for the date of appointment of the director, up to September 30, 2025.
During the year ended December 31, 2024, the Board of Directors approved an award to a non-executive director who was appointed subsequent to the Initial 2021 Incentive Awards, amounting to 4,884 Class A common shares which vested and were issued immediately, and 8,311 Class A common shares, which were scheduled to vest in a similar manner to the Initial 2021 Incentive Awards, adjusted for the date of appointment of the director.
Prior to co-founding Prime Marine’s predecessor in 1999, he was employed by Tufton Oceanic Limited, a specialized shipping finance and investment firm in London, where he was actively involved with debt and equity instruments as well as structured financing. Mr.
Chalkias gained invaluable experience at Tufton Oceanic Limited, a specialist shipping finance and investment firm based in London, where he was involved in debt and equity instruments, as well as structured finance transactions. Mr.
These collaborations have yielded a substantial equity co-investment of well over a billion USD, particularly in workout transactions. Mr. Giouroukos serves as the Chairman of the Hellenic Advisory Committee of International classification society, RINA and holds a Bachelor in Mechanical Engineering from University College London and a Master in Engineering from Brunel University. Michael S. Gross : Mr.
Giouroukos has long-established relationships at the highest levels with our liner company customers; serves as Chairman of the Hellenic Advisory Committee of International classification society, RINA, and Deputy Secretary of the Union of Greek Shipowners; and holds a Bachelor in Mechanical Engineering from University College London and a Master in Engineering from Brunel University. Michael S. Gross : Mr.
Alain Wils : Mr. Wils has been a director since May 2014. He is a consultant in the shipping and logistics industries, after more than 40 years of experience in the sector. Mr. Wils joined the CMA CGM group in 1996 as managing director of the previously state-owned shipping company, CGM, on its acquisition by CMA.
Wils has an extensive background in shipping and logistics, including as an executive board member of leading global container liner company CMA CGM. Mr. Wils joined the CMA CGM group in 1996 as managing director of the previously state-owned shipping company, CGM, on its acquisition by CMA.
Helfer and her team had the responsibility of winding down a portfolio of non-performing shipping loans with an amount of EUR 4.7 billion transferred from HSH Nordbank AG to portfoliomanagement AöR. Ms. Helfer was also a member of the advisory board of Deutsche Bundesbank in Hamburg, Schleswig-Holstein and Mecklenburg-Vorpommern from 2020 to 2023. Michael Chalkias : Mr.
Helfer and her team had the responsibility of winding down a portfolio of non-performing shipping loans with an amount of EUR 4.1 billion transferred from HSH Nordbank AG to portfoliomanagement AöR. In 2011, Ms. Helfer became the Chief Representative of DVB Bank in Greece, where she managed DVB’s local office in Athens, reporting directly to the CEO of the bank.
Giannopoulos became our Chief Compliance Officer in May 2024 and has been our Head of Internal Audit since the Poseidon Transaction in November 2018. From 2015 until 2018, Mr. Giannopoulos was Financial Controller at our technical manager, Technomar. Prior to joining Technomar, from 2010 until 2015, Mr.
George Giannopoulos: Mr. Giannopoulos has served as our Chief Compliance Officer since 2024 and has been our Head of Internal Audit since the strategic combination of Poseidon Containers and Global Ship Lease in November 2018. Prior to the that, Mr.
During the year ended December 31, 2022, 28,528 unvested share awards were cancelled on the resignation of two directors and an award of 13,780 was made to one new director to vest in a similar manner to the other awards, with the first tranche adjusted for the date of appointment of the director.
During the year ended December 31, 2022, the Board of Directors approved an award of 13,780 Class A common shares to a non-executive director who was appointed subsequent to the Initial 2021 Incentive Awards, which were scheduled to vest in a similar manner to the Initial 2021 Incentive Awards, adjusted for the date of appointment of the director.
Between 2002 – 2007 he served as a Managing Director of Zim-Ofer Shipbrokers. Further, from 1994 to 1998 he served as Commanding Captain onboard ocean-going vessels. Mr. Neugeborn graduated from the Israeli Maritime Institute in Acre, Israel (Haifa University) and has a Certificate of Competency, Master Mariner F.G. Alain Pitner : Mr.
(formerly Ofer Shipping), and Managing Director of Zim-Ofer Shipbrokers. Before that, he served as Commanding Captain onboard ocean-going vessels for Louis Dreyfus Armatures Shipping from 1994 to 1998. Alain Pitner : Mr. Pitner has served as a director since 2018. Mr.
On September 29, 2021, the compensation committee and the Board of Directors approved an increase in the aggregate number of Class A common shares available for issuance as awards under the 2019 Plan by 1,600,000 to 3,412,500, and approved new awards to senior management, totaling 1,500,000 shares of incentive stock, in three tranches, subject to certain vesting criteria, with a grant date October 1, 2021.
Unless terminated earlier by our Board of Directors, the Equity Incentive Plan will expire 10 years from the date on which the Equity Incentive Plan was adopted by the Board of Directors. 69 Table of Contents On September 29, 2021, the Board of Directors approved an increase in the aggregate number of Class A common shares available for issuance as awards under the Equity Incentive Plan by 1,600,000 to 3,412,500, and approved an increase in the maximum number of Class A common shares that each non-executive director may be granted in any one year to 25,000.
Lister has led our ESG initiatives to ensure close alignment of our commercial and ESG strategies. From 2005 until 2007, Mr. Lister was a Senior Vice President at DVB Bank. Before that, from 2004 to 2005, he worked for the German KG financier and ship owning group, Nordcapital & E.R.Schiffahrt, as Director of Business Development. From 1991 to 2002, Mr.
Lister was a Senior Vice President at specialist transport asset financier DVB Bank. Before that, he worked for a large German financier and ship owning group as Director of Business Development. Mr. Lister also has over a decade of experience working for liner shipping companies and their agents in strategic, commercial, and operational roles. Mr.
Helfer joined DVB Bank SE in Hamburg, where she became Deputy Head of the Global Container, Car Carrier, Intermodal & Ferry Group. In 2011, Ms. Helfer became the Chief Representative of DVB Bank in Greece. She spent the preceding five years in Athens managing DVB’s local office by reporting directly to the CEO of the bank.
Prior to that, in 2005, Ms. Helfer joined DVB Bank SE in Hamburg, where she became Deputy Head of the Global Container, Car Carrier, Intermodal & Ferry Group. She commenced her career in international ship financing in 2000 in Vereins- und Westbank AG (merged into UniCredit). Ms.
Lister worked in a number of managerial, strategic and operational roles for liner shipping companies and their agents. Mr. Lister graduated from Durham University and holds an MBA from INSEAD. Anastasios Psaropoulos: Mr. Psaropoulos became our Chief Financial Officer in November 2018. He has over 15 years of experience in finance in the shipping sector.
Lister graduated from Durham University with a Bachelor of Science, and holds an MBA from INSEAD. Anastasios Psaropoulos: Mr. Psaropoulos has served as our Chief Financial Officer since 2018 and has extensive experience in financial leadership, raising more than $5 billion of finance and other senior executive positions.
The price at which the third tranche is to vest was amended to $21.00, over a 60-day period. All other terms of the awards remain unchanged. During the years ended December 31, 2024, 2023 and 2022, 535,912, 399,727 and 218,366 incentive shares vested, respectively, under the amended September 2021 awards.
During the years ended December 31, 2025, 2024, 2023, 2022 and 2021, and having met all applicable vesting criteria for both service and performance, 261,461, 535,912, 399,727, 218,366 and 55,175 Class A common shares vested, respectively, pursuant to the 2021 Incentive Awards.
Gross is the Chairman of the board of directors and Co-Chief Executive Officer of SLR Investment, a publicly traded BDC focused on private direct lending and is a co-managing partner of SLR Capital Partners since 2006. From 1990 to 2006 Mr. Gross was a senior partner of Apollo Management, a leading alternative asset management firm, which he co-founded in 1990.
From 1990 to 2006, Mr. Gross was a senior partner of Apollo Management, a leading private equity firm which he co-founded in 1990. 66 Table of Contents Alain Wils : Mr. Wils has served as a director since 2014. With more than 40 years of experience in the sector, Mr.
He founded Technomar, an internationally recognized ship management company, in 1994, where he has served as Managing Director.
Giouroukos is a self-made shipowner, and also serves as Managing Director of Technomar, an internationally recognized ship management company with specialized expertise managing ships in both the containership and dry bulk sectors, which he founded in 1994. Mr.
Webber retired from the position of Chief Executive Officer (which he held since August 2008), and joined our Board of Directors. From 1979 to 1996, Mr. Webber worked for PriceWaterhouse, the last five years of which he was a partner. From 1996 to 2006, Mr.
Webber worked for PriceWaterhouse, the last five years of which he was an audit partner. Mr. Webber is a graduate of Cambridge University. Thomas A. Lister: Mr.
Removed
Lister** 55 Chief Executive Officer Anastasios Psaropoulos 45 Chief Financial Officer George Giannopoulos*** 42 Chief Compliance Officer * Effective as of March 31, 2024, Mr. Ian J. Webber retired from the position of Chief Executive Officer. Effective as of the same date, Mr.
Added
Lister 56 Chief Executive Officer Anastasios Psaropoulos 47 Chief Financial Officer George Giannopoulos 43 Chief Compliance Officer Biographical information concerning the directors and executive officers listed above is set forth below. George Giouroukos: Mr.
Removed
Webber joined the Board of Directors as a Term II Director, thereby increasing the size of the Board of Directors from eight to nine members. ** Effective as of March 31, 2024, Mr. Thomas A. Lister became Chief Executive Officer to succeed Mr. Webber. *** Effective as of May 2024, Mr. George Giannopoulos became Chief Compliance Officer.
Added
Giouroukos has been our Executive Chairman since 2018, and played a pivotal role in the 2018 strategic combination of Poseidon Containers, a containership owner he had built in collaboration with a large U.S. private equity firm, with Global Ship Lease. Mr.
Removed
Biographical information concerning the directors and executive officers listed above is set forth below. 73 Table of Contents George Giouroukos: Mr. Giouroukos has been our Executive Chairman since November 2018 when the strategic combination with Poseidon Containers was completed. He has been involved in Shipping since 1993, when he joined a major Greek shipowning company and worked in various departments.
Added
Giouroukos has negotiated and executed over 400 secondhand and newbuilding vessel transactions, including third-party workouts executed in close collaboration with leading shipping banks. Mr.
Removed
With over 30 years of experience in the sector, he has negotiated and executed over 385 secondhand and newbuilding ship transactions, creating partnerships with a number of leading shipping banks and Private Equity firms to jointly invest in container and dry bulk ships.
Added
Gross has been the Chairman and Chief Executive Officer of NASDAQ-listed Solar Senior Capital Ltd. and, since 2007, Chairman and Chief Executive Officer of NASDAQ-listed Solar Capital Ltd, continuing in those capacities following the merger of the two companies in 2022 as SLR Investment Corp. In his leadership of SLR, Mr.
Removed
Helfer was appointed a director in 2022 and has more than 40 years of experience in the finance industry and more than 20 years of shipping experience. She commenced her career in international ship financing in 2000 in Vereins- und Westbank AG (merged into UniCredit). In 2005, Ms.
Added
Gross has extensive specialty finance experience, in particular with the origination, structuring, and oversight of asset-backed debt. From 2004 to 2006, Mr. Gross was the President and Chief Executive Officer of Apollo Investment Corporation ("AIC"), a publicly traded business development company, and was the managing partner of Apollo Investment Management, L.P. ("AIM"), the investment adviser to AIC.
Removed
Chalkias has been a director since November 2018 when the strategic combination with Poseidon Containers was completed. He is the Co-founder and Co-Chief Executive Officer of the Prime Marine group, a leading global operator and manager in the seaborne oil and gas transportation space, which has managed more than 100 ships since its inception, Since March 2018, Mr.
Added
Helfer has served as a director in since 2022. She has more than 40 years of experience in the international finance industry, of which more than 25 years focused on the shipping sector, with special expertise in the area of complex distressed portfolio management.
Removed
Chalkias has also served as non-executive, non-independent director of First Ship Lease Trust, a Singapore-based business trust listed on the Mainboard of the Singapore Exchange Securities Trading Limited. Mr. Chalkias counts more than 25 years in the shipping industry, during which he has accumulated extensive in-depth knowledge in all aspects of the business and established strong relationships in the sector.
Added
Helfer was a Member of the Advisory Board of Deutsche Bundesbank in Hamburg, Schleswig-Holstein and Mecklenburg-Vorpommern until 2023. Michael Chalkias : Mr. Chalkias has served as a director since 2018. Mr. Chalkias brings over 25 years of diverse leadership experience within the international shipping industry.
Removed
Through Prime Marine, he has invested in many ships, primarily product tankers and gas carriers and has partnered with a number of international banks and US private equity firms.
Added
Throughout his career, he has developed deep expertise spanning ship finance, fleet management, newbuilding supervision, and corporate governance. Mr. Chalkias is the Co-founder and Co-Chief Executive Officer of Prime Marine, a leading international tanker and gas carrier ship-owning and management company.
Removed
Pitner, who has 30 years of shipping experience, was appointed a director in November 2018. Mr. Pitner commenced his career in 1974 in the Risk Department of Banque Indosuez, absorbed later by the Credit Agricole Group. He held various operational commercial responsibilities within the Bank’s French Export Credit Department. In 1987, Mr.
Added
Since its inception, Prime Marine has successfully owned and managed more than 100 vessels, establishing itself as a trusted name in the sector. Since 2012, and pursuant to Prime Marine’s business plan and growth objectives, he has engaged in raising over USD 850 million from equity markets and leading U.S. equity funds to drive strategic development and fleet expansion.
Removed
Pitner joined the Shipping Division of the Bank’s Structured Finance Department, where he financed newbuildings, second hand vessels and also special projects. He then was entrusted with increasingly senior roles. In September 2017, after 42 years, Mr. Pitner retired from the bank. He graduated from Reims business school and holds a MSIA from Krannert Business School—Purdue University, USA in 1974.
Added
Additionally, he serves as a Director of First Ship Lease Trust, a publicly listed Singapore-based business trust that owns and operates a portfolio of vessels. Prior to co-founding Prime Marine in 1999, Mr.
Removed
Menno van Lacum: Mr. van Lacum was appointed a director in November 2018. He commenced his career in 1997 by joining the Transportation Group at MeesPierson where he was responsible, in different capacities, for arranging and structuring debt capital markets and leasing products predominantly for the Transportation Equipment Leasing sector.
Added
Pitner has more than 30 years of shipping experience, having risen through the ranks at Banque Indosuez (now known as CADIF, a part of the Credit Agricole Group) over a 42-year career culminating in his appointments as leader of a global commercial and strategic data coordination initiative within the bank’s shipping finance function and also as a board member of the Indosuez Asia Shipping unit.
Removed
In 2005, Mr. van Lacum became Director of the Fortis Principal Finance Group in the USA, responsible for holding equity investments and structuring debt instruments within the Transportation Sector. In 2009, Mr. van Lacum joined the Transportation Capital Group as a Partner in the Netherlands focusing primarily on holding investments in the maritime industry.
Added
He also held various operational and commercial responsibilities in the bank’s French Export Credit Department and the Shipping Division of the bank’s Structured Finance Department, where he financed newbuildings and was also responsible for special projects. Mr.
Removed
In 2019, Mr. van Lacum became CEO of Prow Capital, a private debt fund manager focusing on ESG investments in the shipping industry. Mr. van Lacum holds a Master’s Degree in Economics from the University of Amsterdam, Netherlands. Ian J. Webber: Effective March 31, 2024, Mr.
Added
Pitner possesses extensive experience in all aspects of global ship finance, including origination, structuring, and oversight of a diversified shipping portfolio that grew to approximately $20 billion.
Removed
Lister has been our Chief Executive Officer as of March 31, 2024. Mr. Lister had been our Chief Commercial Officer from August 2008 to March 31, 2024, and, from April 2017 until the Poseidon Transaction in November 2018, was also our Chief Financial Officer. Since 2019, Mr.
Added
He graduated from Reims Business School and holds a Master of Science in Industrial Administration from Krannert Business School - Purdue University, USA. 67 Table of Contents Menno van Lacum: Mr. van Lacum has served as a director since 2018.
Removed
He has served as Chief Financial Officer of Poseidon Containers and Technomar, which he joined in 2011, participating in more than 200 successful S&P transactions including distressed deals, and from January, 2024, provides limited advisory services to Technomar when requested. Prior to Poseidon, he was financial controller in Dolphin Capital, an AIM listed real estate development fund.
Added
With more than 25 years of shipping industry experience and a market-leading position as an investor and financier in commercially viable decarbonization solutions for the maritime industry, Mr. van Lacum specializes in structuring and arranging principal investments and joint ventures, debt capital market solutions, securitizations, and mezzanine and senior debt facilities.
Removed
He has also participated in the Program for Leadership Development (PLDA), in the program preparing to be a Corporate Director (PCD), and in the program Private Equity and Venture Capital (PEVC) of Harvard Business School. George Giannopoulos: Mr.
Added
In 2019, Mr. van Lacum co-founded Amsterdam-based Prow Capital, where he serves as CEO, overseeing a €400+ million private debt fund focused on reducing emissions in the shipping industry. He is also a co-founder and partner of Transportation Capital Group (“TCG”), which manages private equity and debt portfolios across transportation verticals.

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Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

24 edited+5 added−3 removed42 unchanged
Biggest changeFurther, we have agreed to pay to the commercial manager, who shall be named broker in each memorandum of agreement (or equivalent agreement) providing for the sale of all vessels and purchase of some vessels, a commission of 1.00% based on the sale and purchase price for any sale and purchase of a vessel, which shall be payable upon request of the commercial manager. 83 Table of Contents The CCMA, with respect to a vessel, has a minimum term of twenty-four months after the later to occur of the expiry of the charter for the vessel or the credit facility (or other debt agreement) for which the vessel serves as collateral, unless terminated earlier in accordance with the provisions of the CCMA.
Biggest changeFurther, we have agreed to pay to the commercial manager, who shall be named broker in each memorandum of agreement (or equivalent agreement) providing for the sale of all vessels and purchase of some vessels, a commission of 1.00% based on the sale and purchase price for any sale and purchase of a vessel, which shall be payable upon request of the commercial manager.
Technomar also undertook the provision of Technical, Drydock, Insurance, Freight and Claims Handling Services as well as accounting, administrative & support services. Pursuant to the Supervision Agreements, we paid a supervision fee of $157.50 per day (effective from January 1, 2023) per vessel ($150.00 prior to January 1, 2023).
Technomar also undertook the provision of Technical, Drydock, Insurance, Freight and Claims Handling Services as well as accounting, administrative, and support services. Pursuant to the Supervision Agreements, we paid a supervision fee of $157.50 per day (effective from January 1, 2023) per vessel ($150.00 prior to January 1, 2023).
Chartering Opportunities If Conchart, or any entity it controls, acquires knowledge of a potential opportunity to enter into a potential charter with or without profit sharing for a particular containership that it believes in good faith would be suitable for our vessels, which we refer to as a “Potential Charter Opportunity”, then Conchart, or such entity that it controls, would be obliged to offer such Potential Charter Opportunity to us and, for a period of up to two business days, we shall have the right to elect to pursue such Potential Charter Opportunity for ourselves or allow Conchart to direct such Potential Charter Opportunity to itself or another person or entity.
Chartering Opportunities If Conchart, or any entity it controls, acquires knowledge of a potential opportunity to enter into a potential charter with or without profit sharing for a particular containership that it believes in good faith would be suitable for our vessels, which we refer to as a “Potential Charter Opportunity,” then Conchart, or such entity that it controls, would be obliged to offer such Potential Charter Opportunity to us and, for a period of up to two business days, we shall have the right to elect to pursue such Potential Charter Opportunity for ourselves or allow Conchart to direct such Potential Charter Opportunity to itself or another person or entity.
We believe that the shares held by Cede & Co. include common shares beneficially owned by both holders in the United States and non-U.S. beneficial owners. We are not aware of any arrangements the operation of which may at a subsequent date result in our change of control. 80 Table of Contents B.
We believe that the shares held by Cede & Co. include common shares beneficially owned by both holders in the United States and non-U.S. beneficial owners. We are not aware of any arrangements the operation of which may at a subsequent date result in our change of control. 73 Table of Contents B.
Each TTMA may be terminated (a) by either party by giving six months’ written notice, in which case, if such notice is given at or prior to the termination of the minimum term, a termination payment of fifty percent of the annual fee is payable by us if the TTMA is terminated by Technomar and a termination payment of six times the annual fee is payable by us if the TTMA is terminated by us, or (b) following the expiry of the minimum term, by either party by giving six months’ written notice to the other party, in which case, a termination payment of fifty percent of the annual fee is payable by us if the TTMA is terminated by Technomar and a termination payment of five times the annual fee is payable by us if the TTMA is terminated by us.
Each TTMA may be terminated (a) by either party by giving six months’ written notice, in which case, if such notice is given at or prior to the termination of the minimum term, a termination payment of fifty percent of the annual fee is payable by us if the TTMA is terminated by Technomar and a termination payment of seven times the annual fee is payable by us if the TTMA is terminated by us, or (b) following the expiry of the minimum term, by either party by giving six months’ written notice to the other party, in which case, a termination payment of fifty percent of the annual fee is payable by us if the TTMA is terminated by Technomar and a termination payment of six times the annual fee is payable by us if the TTMA is terminated by us.
Based on a Schedule 13D/A filed by CMA CGM with the SEC on September 7, 2022, CMA CGM no longer holds any Registerable Securities. Non-Compete Agreement On October 29, 2018, we entered into a Non-Compete Agreement (the “Original Non-Compete Agreement”) with Mr. George Giouroukos and Conchart reflecting, among others, the provisions described below.
Based on a Schedule 13D/A filed by CMA CGM with the SEC on September 7, 2022, CMA CGM no longer holds any Registerable Securities. Non-Compete Agreement On October 29, 2018, we entered into a Non-Compete Agreement (the “Original Non-Compete Agreement”) with Mr. George Giouroukos and Conchart reflecting, among other things, the provisions described below.
Giouroukos, and any entity which he controls, may claim business opportunities that would benefit us, and this could have an adverse effect on our business, results of operations, cash flows, financial condition and ability to pay dividends. Right of First Refusal Mr.
Giouroukos, and any entity which he controls, may claim business opportunities that would benefit us, and this could have an adverse effect on our business, results of operations, cash flows, financial condition, and ability to pay dividends. 74 Table of Contents Right of First Refusal Mr.
Giouroukos in a containership that was previously subject to an offer to purchase by us as described in paragraphs (2) or (3) above, that, in each case, our Board of Directors previously elected not to cause us to purchase. 81 Table of Contents Further to the above, notwithstanding this agreement, Mr.
Giouroukos in a containership that was previously subject to an offer to purchase by us as described in paragraphs (2) or (3) above, that, in each case, our Board of Directors previously elected not to cause us to purchase. Further to the above, notwithstanding this agreement, Mr.
If the TTMA is terminated as a result of a change of control in us, as provided in the TTMA, then a termination payment of six times the annual fee will apply.
If the TTMA is terminated as a result of a change of control in us, as provided in the TTMA, then a termination payment of seven times the annual fee will apply.
We expect that additional vessels that we may acquire in the future will also be managed under a TTMA on substantially similar terms. The management fees paid by us to Technomar for the year ended December 31, 2024 amounted to $21.8 million.
We expect that additional vessels that we may acquire in the future will also be managed under a TTMA on substantially similar terms. The management fees paid by us to Technomar for the year ended December 31, 2025 amounted to $23.8 million.
For additional information on our related party transactions, please see the notes to our consolidated financial statements included herein. C. Interests of Experts and Counsel Not applicable.
For additional information on our related party transactions, please see the notes to our consolidated financial statements included herein. 76 Table of Contents C. Interests of Experts and Counsel Not applicable.
Commencing January 1, 2024, we also pay Technomar a fee of EUR 7,500, per annum per vessel, pro rata, for the provision of additional services relating to our compliance with EU ETS requirements, such services including, among others, gathering and monitoring emissions data, calculating emissions allowances, reporting verified emissions data to the relevant authorities, and managing and monitoring EU ETS trading accounts on our behalf.
We also pay Technomar a fee of EUR 7,500, per annum per vessel, pro rata, for the provision of additional services relating to our compliance with (i) EU ETS requirements, effective January 1, 2024, and (ii) FEUM requirements, effective January 1, 2026, such services including, among others, gathering and monitoring emissions data, calculating emissions allowances, reporting verified emissions data to the relevant authorities, and managing and monitoring EU ETS trading accounts on our behalf.
Each TTMA has a minimum term of twenty-four months after the later to occur of the expiry of the charter for the applicable vessel or the credit facility (or other debt agreement) for which the applicable vessel serves as collateral, unless terminated earlier in accordance with the provisions of the TTMA.
The CCMA, with respect to a vessel, has a minimum term of twenty-four months after the later to occur of the expiry of the charter for the vessel or the credit facility (or other debt agreement) for which the vessel serves as collateral, unless terminated earlier in accordance with the provisions of the CCMA.
We expect that additional vessels that we may acquire in the future will also be managed under a CCMA on substantially similar terms. The fees paid by us to Conchart for the year ended December 31, 2024 amounted to $8.6 million. For the year ended December 31, 2023, fees paid to Conchart amounted to $8.0 million.
We expect that additional vessels that we may acquire in the future will also be managed under a CCMA on substantially similar terms. The fees charged by us to Conchart for the year ended December 31, 2025 amounted to $8.7 million. For the year ended December 31, 2024, fees charged to Conchart amounted to $8.6 million.
The management fees paid by us to Technomar for the year ended December 31, 2023 amounted to $19.1 million. For the year ended December 31, 2022 management fees paid by us to Technomar amounted to $16.6 million. GSL has guaranteed certain of the financial obligations of its subsidiaries under each applicable TMA.
The management fees paid by us to Technomar for the year ended December 31, 2024 amounted to $21.8 million. For the year ended December 31, 2023 management fees paid by us to Technomar amounted to $19.1 million. GSL has guaranteed certain of the financial obligations of its subsidiaries under each applicable TMA.
We pay Technomar a daily management fee of Euro 820 from January 1, 2025, compared to Euro 785 for 2024, per vessel, payable in U.S. dollars, which, in addition to covering the technical ship management services being provided, includes administrative support services, including accounting and financial reporting, treasury management services and legal services also being provided pursuant to the TTMAs.
We pay Technomar a daily management fee of EUR 850 from January 1, 2026, compared to EUR 820 for 2025, per vessel, payable in monthly instalments in advance in U.S. dollars, which, in addition to covering the technical ship management services being provided, includes administrative support services, including accounting and financial reporting, treasury management services and legal services also being provided pursuant to the TTMAs.
(4) The number of shares of Class A common shares beneficially owned by a person and the percentage ownership of that person, includes Class A common shares under stock-based awards held by that person that are exercisable, vested or convertible as of March 10, 2025 or that will become exercisable, vested or convertible within 60 days after March 10, 2025 and which are described above under the heading “Item 6.
(4) The number of shares of Class A common shares beneficially owned by a person and the percentage ownership of that person (calculated based on 35,918,244 Class A common shares outstanding), includes Class A common shares under stock-based awards held by that person that are vested as of March 12, 2026 or that will become vested within 60 days after March 12, 2026 and which are described above under the heading “Item 6.
Except as otherwise indicated, each person or entity named in the table below has sole voting and investment power with respect to all of our Class A common shares, shown as beneficially owned, subject to applicable community property laws. As of the date of this annual report, an aggregate of 35,736,123 Class A common shares were issued and outstanding.
Except as otherwise indicated, each person or entity named in the table below has sole voting and investment power with respect to all of our Class A common shares, shown as beneficially owned, subject to applicable community property laws.
(2) This information is derived from a Schedule 13G filed with the SEC on February 13, 2025. (3) Mr. Giouroukos, who serves as our Executive Chairman, owns and controls Shipping Participations Inc. which is the record holder of 2,075,490 Class A common shares. As a result, Mr.
Giouroukos, who serves as our Executive Chairman, owns and controls Shipping Participations Inc. which is the record holder of 2,802,824 Class A common shares. As a result, Mr. Giouroukos may be deemed to beneficially own the shares held by Shipping Participations Inc. (3) This information is derived from a Schedule 13G filed with the SEC on February 12, 2026.
Directors, Senior Management and Employees-B. Compensation-2019 Omnibus Incentive Plan”. As of March 10, 2025, we had 15 registered shareholders of record, two of which were located in the United States holding an aggregate of 34,830,869 of our Class A common shares, representing 97.5% of our outstanding common shares.
Directors, Senior Management and Employees-B. Compensation-2019 Omnibus Incentive Plan.” As of March 12, 2026, we had 14 registered shareholders of record, two of which were located in the United States holding an aggregate of 35,138,815 million of our Class A common shares, representing 97.5% of our outstanding common shares.
However, one of the U.S. shareholders of record is Cede & Co., a nominee of The Depository Trust Company, which held 34,830,582 of our Class A common shares as of March 10, 2025, representing 97.5% of our outstanding shares.
However, one of the U.S. shareholders of record is Cede & Co., a nominee of The Depository Trust Company, which held 35,138,528 of our Class A common shares as of March 12, 2026, representing 97.4% of our outstanding shares.
In the event we do not elect to accept the Potential Charter Opportunity, Conchart shall be free to pursue such Potential Charter Opportunity or direct it to another person or entity for a period of 15 calendar days on the same terms and conditions as presented to us. 82 Table of Contents Ship Management Agreements Technomar provides us with all day-to-day technical ship management services, pursuant to the TTMA for all of the vessels in our fleet.
In the event we do not elect to accept the Potential Charter Opportunity, Conchart shall be free to pursue such Potential Charter Opportunity or direct it to another person or entity for a period of 15 calendar days on the same terms and conditions as presented to us.
Each TTMA was amended in March 2024 (with effect from January 1, 2024) to expand Technomar’s responsibilities in view of EU ETS requirements, and again amended in March 2025 to expand Technomar’s responsibilities in view of FEUM requirements, as detailed below. Mr. George Giouroukos, our Executive Chairman, is the Founder, Managing Director, and majority beneficial owner of Technomar.
Each TTMA was amended and restated in March 2024 (with effect from January 1, 2024) to expand Technomar’s responsibilities in view of EU ETS requirements, again amended and restated in March 2025 (with effect from January 1, 2025) to expand Technomar’s responsibilities in view of FEUM requirements, as detailed below, and again amended and restated in February 2026 (with effect from January 1, 2026) to clarify the applicability of fees with respect to such EU ETS and FEUM services.
(2) 3,139,470 8.8% George Gioroukos (3) 2,480,423 6.9% Other Directors and Executive Officers: Michael Gross 34,917 0.1% Alain Wils 7,146 0.0% Menno van Lacum 20,625 0.1% Alain Pitner 12,834 0.0% Michael Chalkias 12,834 0.0% Rami Neugeborn 11,608 0.0% Ulrike Helfer 11,366 0.0% Ian Webber 125,408 0.4% Thomas Lister 64,351 0.2% Anastasios Psaropoulos 156,582 0.4% George Giannopoulos 917 0.0% All directors and executive officers as a group (12 individuals) (4) 2,939,011 8.2% (1) Calculated based on 35,736,123 Class A common shares outstanding as of the date of this annual report.
Lister 30,723 0.1% Anastasios Psaropoulos 105,275 0.3% George Giannopoulos 7,692 0.0% All directors and executive officers as a group (12 individuals) (4) 3,189,291 8.9% (1) Calculated based on 35,918,244 Class A common shares outstanding as of the date of this Annual Report. (2) Mr.
Removed
The Class A common shares each have one vote and vote together as a single class except that any amendment to the articles of incorporation, including those made pursuant to the terms of any merger, consolidation or similar transaction, that would increase or decrease the aggregate number of authorized common shares of a class, increase or decrease the par value of common shares of a class, or alter or change the powers, preferences or rights of the class of common shares so as to affect them adversely, must be approved by the holders of not less than a majority of the votes entitled to be cast by the holders of such class of common shares then outstanding, voting separately as a class. 79 Table of Contents Approximate Percentage Name of Beneficial Owner Class A Common Shares of Outstanding Class A Beneficially Owned Common Shares (1) 5% Shareholders: Donald Smith & Co., Inc.
Added
The Class A common shares each have one vote and vote together as a single class. 72 Table of Contents Approximate Percentage Name of Beneficial Owner Class A Common Shares of Outstanding Class A Beneficially Owned Common Shares 5% Shareholders: George Giouroukos (2)(4) 2,848,400 7.9% Donald Smith & Co., Inc.
Removed
Giouroukos may be deemed to beneficially own the shares held by Shipping Participations Inc.
Added
(3) 2,088,499 5.8% (1) Other Directors and Executive Officers: (4) Michael Gross 42,759 0.1% Alain Wils 5,129 0.0% Menno van Lacum 23,608 0.1% Alain Pitner 15,817 0.0% Michael Chalkias 15,817 0.0% Rami Neugeborn 5,597 0.0% Ulrike Helfer 11,349 0.0% Ian J. Webber 77,125 0.2% Thomas A.
Removed
The EU ETS Fee is subject to a good faith re-appraisal as market standards evolve.
Added
Ship Management Agreements Technomar provides us with all day-to-day technical ship management services, pursuant to the TTMA for all of the vessels in our fleet.
Added
Mr. George Giouroukos, our Executive Chairman, is the Founder, Managing Director, and majority beneficial owner of Technomar.
Added
The fee covering EU ETS and FEUM services is subject to a good faith re-appraisal as market standards evolve. 75 Table of Contents Each TTMA has a minimum term of twenty-four months after the later to occur of the expiry of the charter for the applicable vessel or the credit facility (or other debt agreement) for which the applicable vessel serves as collateral, unless terminated earlier in accordance with the provisions of the TTMA.

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