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Himalaya Shipping Ltd.

Himalaya Shipping Ltd.HSHPEarnings & Financial Report

NYSE

Himalaya Shipping Ltd. is a global maritime transportation enterprise focused on dry bulk shipping operations. It operates a fleet of modern, fuel-efficient bulk carriers that transport key commodities including iron ore, coal, grain and other bulk raw materials, serving core trade routes across Asia, Europe, and the Americas to support global industrial and agricultural supply chain flows.

What changed in Himalaya Shipping Ltd.'s 20-F — 2024 vs 2025

Top changes in Himalaya Shipping Ltd.'s 2025 20-F

473 paragraphs added · 506 removed · 382 edited across 5 sections

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

173 edited+37 added−52 removed229 unchanged
Relevant activities for the purposes of the Economic Substance Act are banking business, insurance business, fund management business, financing and leasing business, headquarters business, shipping business, distribution and service center business, intellectual property and conducting business as a holding entity.
Relevant activities for the purposes of the Economic Substance Act are banking business, insurance business, fund management business, financing and leasing business, headquarters business, shipping business, distribution and service center business, intellectual property business and conducting business as a holding entity.
We generate all of our revenues in U.S. dollars and the majority of our expenses are also in U.S. dollars. However, certain limited expenses are currently incurred and expected to be in other currencies.
We generate all of our revenues in U.S. dollars and the majority of our expenses are also in U.S. dollars. However, certain limited expenses are currently incurred and expected to be incurred in other currencies.
Because the volatility in the dry bulk carrier charter industry and factors affecting the supply of and demand for vessels are outside of our control and are unpredictable, the nature, timing, direction and degree of changes in charter rates are also unpredictable, and may continue to have an adverse consequences for our industry, including an absence of financing for vessels, charterers seeking to renegotiate the rates for existing time charters, and widespread loan covenant defaults in the dry bulk shipping industry.
Because the volatility in the dry bulk carrier charter industry and factors affecting the supply of and demand for vessels are outside of our control and are unpredictable, the nature, timing, direction and degree of changes in charter rates are also unpredictable, and may continue to have adverse consequences for our industry, including an absence of financing for vessels, charterers seeking to renegotiate the rates for existing time charters, and widespread loan covenant defaults in the dry bulk shipping industry.
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 shareholders or preclude us from issuing equity at all. Economic conditions may also adversely affect the market price of our common shares.
The 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 shareholders or preclude us from issuing equity at all. Economic conditions may also adversely affect the market price of our common shares.
Changes to inspection procedures could also impose additional costs and obligations on our customers and may, in certain cases, render the shipment of certain types of cargo uneconomical or impractical. Any such changes or developments may have a material adverse effect on our business results, results of operations and financial condition.
Changes to inspection procedures could also impose additional costs and obligations on our customers and may, in certain cases, render the shipment of certain types of cargo uneconomical or impractical. Any such changes or developments may have a material adverse effect on our business, results of operations and financial condition.
In connection with our efforts to develop, implement and maintain the necessary procedures and practices related to internal control over financial reporting, we cannot be certain that will be able to maintain adequate controls over our financial processes and reporting in the future, and we may identify deficiencies that we may not be able to remediate in time to meet the deadline imposed by the Sarbanes-Oxley Act for compliance with the requirements of Section 404.
In connection with our efforts to develop, implement and maintain the necessary procedures and practices related to internal control over financial reporting, we cannot be certain that we will be able to maintain adequate controls over our financial processes and reporting in the future, and we may identify deficiencies that we may not be able to remediate in time to meet the deadline imposed by the Sarbanes-Oxley Act for compliance with the requirements of Section 404.
In addition, pursuant to the Avic Leasing Arrangement, a dividend or cash or other distributions by our subsidiaries is only allowed if immediately following such payment or distribution there will be maintained in the relevant subsidiary’s account a total amount no less than the higher of (a) $3.6 million, and (b) the bareboat hire rate under the facility and the operating expenses for the relevant vessel that are payable within the next six months on a pro forma basis after such payment distribution; and the obligation of each of our subsidiaries to maintain a minimum cash balance in its account equivalent to three months’ charter hire under the applicable CCBFL Leasing and Jiangsu Leasing.
In addition, pursuant to the Avic Leasing Arrangement, a dividend or cash or other distributions by our subsidiaries that are obligors under that arrangement, is only allowed if immediately following such dividend or other distribution, there will be maintained in the relevant subsidiary’s account a total amount no less than the higher of (a) $3.6 million, and (b) the bareboat hire rate under the facility and the operating expenses for the relevant vessel that are payable within the next six months on a pro forma basis after such payment distribution; and the obligation of each of our subsidiaries to maintain a minimum cash balance in its account equivalent to three months’ charter hire under the applicable CCBFL Leasing and Jiangsu Leasing.
The EU data protection regime expands the scope of the EU data protection law to all companies processing data of EEA individuals, imposes a stringent data protection compliance regime, including administrative fines of up to the greater of 4% of worldwide 8 turnover or €20 million (as well as the right to compensation for financial or non-financial damages claimed by any individuals), and includes new data subject rights such as the “portability” of personal data.
The EU data protection regime expands the scope of the EU data protection law to all companies processing data of EEA individuals, imposes a stringent data protection compliance regime, including administrative fines of up to the greater of 4% of worldwide turnover or €20 million (as well as the right to compensation for financial or non-financial damages claimed by any individuals), and includes new data subject rights such as the “portability” of personal data.
Any violations of sanctions by our charter parties, any extension or worsening of the conflict in these regions, as well as any significant sanctions resulting from the conflicts that affect, among other things, the performance of our charter party agreements specifically or the dry bulk industry more generally, may have a material adverse effect on our business, results of operations and financial condition.
Furthermore, any violations of sanctions by our charter parties, any extension or worsening of the conflict in these regions, as well as any significant sanctions resulting from the conflicts that affect, among other things, the performance of our charter party agreements specifically or the dry bulk industry more generally, may have a material adverse effect on our business, results of operations and financial condition.
The closure of ports, rerouting of vessels, damage of mining sites and productive facilities, as well as other delays caused by increasing frequency of severe weather, could stop operations or shipments for indeterminate periods and have a material adverse effect on our business, results of operations and financial condition. Climate change and greenhouse gas restrictions may impact us.
The closure of ports, rerouting of vessels, damage of mining sites and productive facilities, as well as other delays caused by increasing frequency of severe weather, could stop operations or shipments for indeterminate periods and have a material adverse effect on our business, results of operations and financial condition. 21 Climate change and greenhouse gas restrictions may impact us.
The IACS has adopted harmonized Common Structural Rules, or “the Rules,” which apply to oil tankers and bulk carriers contracted for construction on or after July 1, 2015. The Rules attempt to create a level of consistency between IACS Societies. 18 Additionally, a vessel must undergo annual surveys, intermediate surveys, dry dockings and special surveys.
The IACS has adopted harmonized Common Structural Rules, or “the Rules,” which apply to oil tankers and bulk carriers contracted for construction on or after July 1, 2015. The Rules attempt to create a level of consistency between IACS Societies. Additionally, a vessel must undergo annual surveys, intermediate surveys, dry dockings and special surveys.
An over-supply of dry bulk vessel capacity may lead to reductions in current charter rates, vessel values and profitability. The market supply of dry bulk carriers increased materially between 2009 and 2013 due to a high level of new deliveries. Although dry bulk newbuilding deliveries have tapered off since 2014, newbuildings continue to be delivered.
An over-supply of dry bulk vessel capacity may lead to reductions in current charter rates, vessel values and profitability. 17 The market supply of dry bulk carriers increased materially between 2009 and 2013 due to a high level of new deliveries. Although dry bulk newbuilding deliveries have tapered off since 2014, newbuildings continue to be delivered.
Therefore, holders of our common shares may have more difficulty protecting their interests than would shareholders of a corporation incorporated in a jurisdiction within the United States. We are a Bermuda company and it may be difficult for shareholders to enforce judgments against us or our directors and executive officers. We are a Bermuda exempted company.
Therefore, holders of our common shares may have more difficulty protecting their interests than would shareholders of a corporation incorporated in a jurisdiction within the United States. We are a Bermuda company and it may be difficult for shareholders to enforce judgments against us or our directors and executive officers. 28 We are a Bermuda exempted company.
In addition, actual or alleged violations could damage our reputation and ability to do business. Furthermore, detecting, investigating, and resolving actual or alleged violations is expensive and can consume significant time and attention of our contracted senior management. Increased inspection procedures, tighter import and export controls and security standards could increase costs and disrupt our business.
In addition, actual or alleged violations could damage our reputation and ability to do business. Furthermore, detecting, investigating, and resolving actual or alleged violations is expensive and can consume significant time and attention of our contracted senior management. 23 Increased inspection procedures, tighter import and export controls and security standards could increase costs and disrupt our business.
Pandemics or similar occurrences could cause delays and uncertainties relating to newbuildings, dry dockings and other functions of shipyards. A significant decrease in the market values of our vessels could cause us to incur an impairment loss and could have a material adverse effect on our ability to obtain additional financing.
Pandemics or similar occurrences could cause delays and uncertainties relating to the delivery of newbuildings, dry dockings and other functions of shipyards. A significant decrease in the market values of our vessels could cause us to incur an impairment loss and could have a material adverse effect on our ability to obtain additional financing.
In addition, certain of our existing shareholders have the right to demand that we file a registration statement covering the offer and sale of their securities under the Securities Act of 1933 (the “Securities Act”), and that such shares be eligible for sale in the United States under the provisions of Rule 144 under the Securities Act (“Rule 144”).
Certain of our existing shareholders have the right to demand that we file a registration statement covering the offer and sale of their securities under the Securities Act of 1933 (the “Securities Act”), and that such shares be eligible for sale in the United States under the provisions of Rule 144 under the Securities Act (“Rule 144”).
In such cases, if additional financing sources are unavailable, or not available on reasonable terms, our financial 3 condition, results of operations, growth and future prospects could be materially adversely affected, and we may be unable to continue as a going concern.
In such cases, if additional financing sources are unavailable, or not available on reasonable terms, our financial condition, results of operations, growth, and future prospects, could be materially adversely affected, and we may be unable to continue as a going concern.
In light of investors' increased focus on ESG matters, there can be no certainty that we will manage such issues successfully, or that we will successfully meet society's expectations as to our proper role. We may also incur costs as a result of complying with ESG disclosure requirements.
In light of investors' focus on ESG matters, there can be no certainty that we will manage such issues successfully, or that we will successfully meet society's expectations as to our proper role. We may also incur costs as a result of complying with ESG disclosure requirements.
Any significant interruption or failure of our information systems or any significant breach of security could adversely affect our business, results of operations and financial condition. Our vessels rely on information systems for a significant part of their operations, including navigation, provision of services, propulsion, machinery management, power control, communications and cargo management.
Any significant interruption or failure of our information systems or any significant breach of security could adversely affect our business, results of operations and financial condition. 6 Our vessels rely on information systems for a significant part of their operations, including navigation, provision of services, propulsion, machinery management, power control, communications and cargo management.
This will involve implementing processes to gather the relevant data, conduct materiality assessments and prepare a CSRD-compliant report, which will likely be a time-consuming and costly exercise and in the event that our disclosures prove incorrect, we may incur liabilities.
This will involve implementing processes to gather the relevant data, conduct materiality assessments and prepare a CSRD-compliant 20 report, which will likely be a time-consuming and costly exercise and in the event that our disclosures prove incorrect, we may incur liabilities.
The market price of our common shares may be influenced by many factors, some of which are beyond our control, including: • actual or anticipated variations in our operating results; • whether or not financial analysts cover our common shares; • changes in financial estimates by financial analysts, or any failure by us to meet or exceed any of these estimates, or changes in the recommendations of any financial analysts that elect to follow us or our competitors; • changes in market valuations of similar companies; • announcements by us or our competitors of significant contracts, acquisitions, strategic partnerships or joint ventures; • future sales of our common shares by us or our shareholders; 25 • investor perceptions of us and the industry in which we operate; • general economic, industry or market conditions; and • the other factors described in this “Risk Factors” section.
The market price of our common shares may be influenced by many factors, some of which are beyond our control, including: • actual or anticipated variations in our operating results; • whether or not financial analysts cover our common shares; • changes in financial estimates by financial analysts, or any failure by us to meet or exceed any of these estimates, or changes in the recommendations of any financial analysts that follow us or our competitors; • changes in market valuations of similar companies; • announcements by us or our competitors of significant contracts, acquisitions, strategic partnerships or joint ventures; • future sales of our common shares by us or our shareholders; • investor perceptions of us and the industry in which we operate; • general economic, industry or market conditions; and • the other factors described in this “Risk Factors” section.
Geopolitical risks are outside of our control, could potentially limit or disrupt our access to markets and operations and could have a material adverse effect on our business, results of operations and financial condition. Outbreaks of epidemic and pandemic diseases and governmental responses thereto could adversely affect our business, results of operations and financial condition.
Geopolitical risks, which are outside of our control, could potentially limit or disrupt our access to markets and operations and could have a material adverse effect on our business, results of operations and financial condition. Outbreaks of epidemic and pandemic diseases and governmental responses thereto could adversely affect our business, results of operations and financial condition.
Governments across the globe and investor advocacy groups, certain institutional investors, investment funds, lenders and other market participants are increasingly focused on sustainability and ESG practices and in recent years have placed growing importance on the implications and social cost of their investments.
Governments across the globe and investor advocacy groups, certain institutional investors, investment funds, lenders and other market participants are focused on sustainability and ESG practices and in recent years have placed growing importance on the implications and social cost of their investments.
The fair market values of our vessels may decline, and we may incur a loss if we sell vessels following a decline in their market value. 16 The market values of dry bulk vessels are related to prevailing freight charter rates, which have fluctuated significantly in recent years.
The fair market values of our vessels may decline, and we may incur a loss if we sell vessels following a decline in their market value. The market values of dry bulk vessels are related to prevailing freight charter rates, which have fluctuated significantly in recent years.
A decrease in the level of China’s imports and export of goods could have a material adverse effect on our business. The key trades for our vessels are Brazil to China and Australia to China and therefore our business depends to a significant extent on the level of imports and exports to and from China.
A decrease in the level of China’s imports and export of goods could have a material adverse effect on our business. 15 The key trades for our vessels are Brazil to China and Australia to China and therefore our business depends to a significant extent on the level of imports and exports to and from China.
The smuggling of drugs or other contraband onto our vessels may lead to governmental claims against us. Our vessels, when delivered, may call in ports in areas where smugglers may attempt to hide drugs and other contraband on vessels, with or without the knowledge of crew members.
The smuggling of drugs or other contraband onto our vessels may lead to governmental claims against us. 24 Our vessels, when delivered, may call in ports in areas where smugglers may attempt to hide drugs and other contraband on vessels, with or without the knowledge of crew members.
We depend on directors who are associated with affiliated companies, which may create conflicts of interest. 27 Our principal shareholder is Drew Holdings and certain of our directors are associated with affiliates thereof, including Magni Partners (collectively with Drew Holdings, the “Related Parties”).
We depend on directors who are associated with affiliated companies, which may create conflicts of interest. Our principal shareholder is Drew Holdings and certain of our directors are associated with affiliates thereof, including Magni Partners (collectively with Drew Holdings, the “Related Parties”).
Such agreements subject us to counterparty risks. Such risk may be relevant for contracts we may enter into in the future and for the contracts, which we have already entered into, including the Avic Leasing, CCBFL Leasing and Jiangsu Leasing, the Management Agreement and the Corporate Support Agreement.
Such agreements subject us to counterparty risks. Such risks may be relevant for contracts we may enter into in the future and for the contracts, which we have already entered into, including the Avic Leasing, CCBFL Leasing and Jiangsu Leasing, the Management Agreement and the Corporate Support Agreement.
Restrictive covenants in our existing Financing Arrangements impose financial and other restrictions on us, and any breach of these covenants could result in the acceleration of our indebtedness and foreclosure on our vessels. Our existing Financing Arrangements impose, and any future credit facility, financing and leasing agreement may impose, customary operating and financial restrictions on us.
Covenants in our Financing Arrangements impose financial and other restrictions on us, and any breach of these covenants could result in the acceleration of our indebtedness and foreclosure on our vessels. Our existing Financing Arrangements impose, and any future credit facility, financing and leasing agreement may impose, customary operating and financial restrictions on us.
In addition, the rights of holders of our common shares and the fiduciary responsibilities of our directors under Bermuda law are not as clearly established as under statutes or judicial precedent in existence in jurisdictions in the United States, particularly the State of 28 Delaware.
In addition, the rights of holders of our common shares and the fiduciary responsibilities of our directors under Bermuda law are not as clearly established as under statutes or judicial precedent in existence in jurisdictions in the United States, particularly the State of Delaware.
For example, under the Avic Leasing, a dividend or other distribution by our subsidiaries is only allowed if immediately following such payment or distribution there will be maintained in the relevant subsidiary’s account a total amount no less than the higher of (i) $3.6 million, and (ii) the bareboat rate under the facility and the operating expenses for the relevant vessel that are payable within the next six months on a pro forma basis after such distribution.
For example, under the Avic Leasing, a dividend or other distribution by our subsidiaries that are obligors under such arrangement is only allowed if immediately following such payment or distribution there will be maintained in the relevant subsidiary’s account a total amount no less than the higher of (i) $3.6 million, and (ii) the bareboat rate under the facility and the operating expenses for the relevant vessel that are payable within the next six months on a pro forma basis after such distribution.
The increased focus and activism related to sustainability and ESG and similar matters may hinder access to capital, as investors and lenders may decide to reallocate capital or not to commit capital as a result of their assessment of a company’s sustainability and ESG practices.
The focus and activism related to sustainability and ESG and similar matters may hinder access to capital, as investors and lenders may decide to reallocate capital or not to commit capital as a result of their assessment of a company’s sustainability and ESG practices.
Risks Related to Our Indebtedness • If our vessel charters do not provide sufficient revenue to service our obligations under our Financing Arrangements, we may be unable to make required payments thereunder. • We may require additional capital in the future, which may not be available on favorable terms, or at all. • Restrictive covenants in our existing Financing Arrangements impose financial and other restrictions on us, and any breach of these covenants could result in the acceleration of our indebtedness and foreclosure on our vessels.
Risks Related to Our Indebtedness • If our vessel charters do not provide sufficient revenue to service our obligations under our Financing Arrangements, we may be unable to make required payments thereunder. • We may require additional capital in the future, which may not be available on favorable terms, or at all. • Covenants in our Financing Arrangements impose financial and other restrictions on us, and any breach of these covenants could result in the acceleration of our indebtedness and foreclosure on our vessels.
The dry bulk shipping industry is cyclical and charter hire rates and spot rates and profitability are volatile. Time charter and spot market rates for dry bulk vessels have in the recent past declined below operating costs of vessels.
The dry bulk shipping industry is cyclical and charter hire rates and spot rates and profitability are volatile. Time charter and spot market rates for dry bulk vessels have in the past declined below operating costs of vessels.
The ability of each of our counterparties to perform their obligations under a contract with us depends on a number of factors that are beyond our control, which may include, among other things, general economic conditions, the condition of the maritime industry, the overall financial condition of the counterparty, charter rates received for our Newcastlemax dry bulk carriers, the supply and demand for commodities and various other factors.
The ability or willingness of each of our counterparties to perform their obligations under a contract with us depends on a number of factors that are beyond our control, which may include, among other things, general economic conditions, the condition of the maritime industry, the overall financial condition of the counterparty, charter rates received for our Newcastlemax dry bulk carriers, the supply and demand for commodities and various other factors.
We may be unable to find space at a suitable dry docking facility or our 24 vessels may be forced to travel to a dry docking facility that is not conveniently located to our vessels’ positions.
We may be unable to find space at a suitable dry docking facility or our vessels may be forced to travel to a dry docking facility that is not conveniently located to our vessels’ positions.
In addition, we 17 may incur significant costs in meeting new maintenance and inspection requirements, in developing contingency arrangements for potential environmental violations and in obtaining insurance coverage.
In addition, we may incur significant costs in meeting new maintenance and inspection requirements, in developing contingency arrangements for potential environmental violations and in obtaining insurance coverage.
Any dividends will be subject to the discretion of our Board of Directors, requirements of Bermuda law and any other applicable laws, our results of operations, financial condition, cash requirements and availability, including requirements under capital expenditure programs, market prospects, contractual limitations under our Financing Arrangements, the ability of our subsidiaries to distribute funds to us and other factors deemed relevant by our Board of Directors.
Any dividends or cash distributions will be subject to the discretion of our Board of Directors, requirements of Bermuda law and any other applicable laws, our results of operations, financial condition, cash requirements and availability, including requirements under capital expenditure programs, market prospects, contractual limitations under our Financing Arrangements, the ability of our subsidiaries to distribute funds to us and other factors deemed relevant by our Board of Directors.
If any vessel does not maintain its class or fails any annual, intermediate or special survey or dry docking, the vessel will be unable to trade between ports and will be unemployable and uninsurable, which could cause us to be in violation of certain covenants in our credit agreements.
If any vessel does not maintain its class or fails any annual, intermediate or special survey or dry docking, the vessel will be unable to trade between ports and will be unemployable and uninsurable, which could cause us to be in violation of certain provisions in our credit agreements.
If our vessels fail to maintain their class certification imposed by classification societies and/or fail any annual survey, intermediate survey, dry docking or special survey, those vessels would be unable to carry cargo, thereby reducing our revenues and profitability and violating certain covenants in our credit agreements.
If our vessels fail to maintain their class certification imposed by classification societies and/or fail any annual survey, intermediate survey, dry docking or special survey, those vessels would be unable to carry cargo, thereby reducing our revenues and profitability and violating certain provisions in our credit agreements.
The Bermuda courts, however, would ordinarily be expected to permit a shareholder to commence an action in the name of a company to remedy a wrong to the company where the act complained of is alleged to be beyond the corporate power of the company or illegal, or would result in the violation of the company’s memorandum of association or bye-laws.
The Bermuda courts, however, would ordinarily be expected to permit a shareholder to commence an action in the name of a company to remedy a wrong to the company where the act complained of is alleged to be beyond the corporate powers of the company or illegal, or would result in the violation of the company’s memorandum of association or bye-laws.
Factors that influence the supply of dry bulk vessel capacity include: • the number of newbuilding orders and deliveries, including delays in deliveries; • the number of shipyards and ability of shipyards to deliver vessels; • the scrapping rate of older vessels; • port and canal congestion; • the degree of scrapping of older vessels, depending, among other things, on recycling rates and international recycling regulations; • disruption of shipping routes due to accidents, wars or political events; • speed of vessels; • vessel casualties; • the number of vessels that are out of service, namely those that are laid-up, dry docked, awaiting repairs or otherwise not available for hire; • sanctions (in particular, sanctions on Russia, Iran, and Venezuela, among others); • availability of financing for new vessels and shipping activity; • changes in national or international regulations that may limit the useful life of vessels or effectively cause reductions in the carrying capacity of vessels or early obsolescence of tonnage and encourage the construction of vessels; and • changes in environmental and other regulations that may limit the useful lives of vessels.
Factors that influence the supply of dry bulk vessel capacity include: • the number of newbuilding orders and deliveries, including delays in deliveries; • the number of shipyards and ability of shipyards to deliver vessels; • port and canal congestion; • the degree of scrapping of older vessels, which depends on, among other things, on recycling rates and international recycling regulations; • disruption of shipping routes due to accidents, wars or political events; 13 • speed of vessels; • vessel casualties; • the number of vessels that are out of service, namely those that are laid-up, dry docked, awaiting repairs or otherwise not available for hire; • sanctions (in particular, sanctions on Russia, Iran, and Venezuela, among others); • availability of financing for new vessels and shipping activity; • changes in national or international regulations that may limit the useful life of vessels or effectively cause reductions in the carrying capacity of vessels or early obsolescence of tonnage and encourage the construction of vessels; and • changes in environmental and other regulations that may limit the useful lives of vessels.
Accordingly, based on the current composition of our income and assets, and our expected income and operations, we believe that we were not a PFIC for our most recent taxable year ending December 31, 2024 and we do not expect to be a PFIC for the current taxable or foreseeable future taxable years.
Accordingly, based on the current composition of our income and assets, and our expected income and operations, we believe that we were not a PFIC for our most recent taxable year ending December 31, 2025 and we do not expect to be a PFIC for the current taxable year or foreseeable future taxable years.
If cybersecurity threats are not recognized or detected until they have been launched, we may be unable to anticipate these threats and may not become aware in a timely manner of such a security breach, which could exacerbate any damage we experience.
Cybersecurity threats may not be recognized or detected until they have been launched, and we may be unable to anticipate these threats and may not become aware in a timely manner of such a security breach, which could exacerbate any damage we experience.
There can be no assurance, however, that we were not a PFIC for the taxable year ending December 31, 2024 or will not be classified as a PFIC for the current taxable year or for future taxable years. If we are treated as a PFIC for any taxable year during which a U.S.
There can be no assurance, however, that we were not a PFIC for the taxable year ending December 31, 2025 or will not be classified as a PFIC for the current taxable year or for future taxable years. If we are treated as a PFIC for any taxable year during which a U.S.
We may not be adequately insured against all risks or our insurers may not pay a particular claim. Even if our insurance coverage is adequate to cover our losses, we may not be able to timely obtain a replacement vessel in the event of a loss.
We may not be adequately insured against all risks and our insurers may not pay a particular claim. Even if our insurance coverage is adequate to cover our losses, we may not be able to timely obtain a replacement vessel in the event of a loss.
We may be required to incur costs to ensure that our vessels achieve adequate Rightship ratings or otherwise meet the standards set by our charterers. While our vessels are expected to meet such standards, if any of our vessels fail to meet these standards, our ability to operate these vessels may be limited.
We may be required to incur costs to ensure that our vessels achieve adequate Rightship ratings or otherwise meet the standards set by our charterers. While our vessels are expected to meet such standards, if any of our vessels fail to meet these standards, our ability to operate these vessels may be affected.
If financing is not available to us on acceptable terms, our Board of Directors may determine to finance or refinance acquisitions with cash from operations, which would reduce the amount of any cash available for the payment of dividends.
If financing is not available to us on acceptable terms, our Board of Directors may determine to finance or refinance acquisitions with cash from operations, which would reduce the amount of any cash available for the payment of dividends and cash distributions.
We may not be able to successfully charter our vessels at rates sufficient to allow us to break even, meet our obligations or pay any dividends in the future. See “Item 3. Key Information—D.
We may not be able to successfully charter our vessels at rates sufficient to allow us to cover our cash break even, meet our obligations or pay any dividends in the future. See “Item 3. Key Information—D.
We procure insurance for our fleet against risks commonly insured against by vessel owners and operators. Our current insurances include loss of hire, hull and machinery insurance, war risks insurance, demurrage and defense insurance and protection and indemnity insurance (which includes environmental damage and pollution insurance).
We procure insurance for our fleet against risks commonly insured against by vessel owners and operators. Our current insurance includes loss of hire, hull and machinery insurance, war risks insurance, demurrage and defense insurance and protection and indemnity insurance (which includes environmental damage and pollution insurance).
The hull and machinery of every commercial vessel must be “classed” by a classification society authorized by its country of registry. The classification society certifies that a vessel is safe and seaworthy in accordance with the applicable rules and regulations of the country of registry of the vessel, the IMO and the SOLAS Convention.
Every commercial vessel must be “classed” by a classification society authorized by its country of registry. The classification society certifies that a vessel is safe and seaworthy in accordance with the applicable rules and regulations of the country of registry of the vessel, the IMO and the SOLAS Convention.
While the time charter market may enable us to benefit in periods of increasing charter hire rates, we must renew our charters in a volatile dry bulk market, which makes us vulnerable to declining charter rates.
While the index-linked time charter market may enable us to benefit in periods of increasing charter hire rates, we must renew our charters in a volatile dry bulk market, which makes us vulnerable to declining charter rates.
IPO”) in March 2023, we are subject to reporting and other requirements as a result of our listing on the Oslo Børs and on the New York Stock Exchange, or “NYSE.” We incur costs associated with being a U.S. listed company, including requirements under the Sarbanes-Oxley Act of 2002, as amended (the “Sarbanes-Oxley Act”), rules implemented by the SEC and NYSE, as well as reporting requirements applicable due to being listed in an European stock exchange.
IPO”) in March 2023, we are subject to reporting and other requirements as a result of our listing on the Euronext Oslo Børs and on the New York Stock Exchange, or “NYSE.” We incur costs associated with being a U.S. listed company, including requirements under the Sarbanes-Oxley Act of 2002, as amended (the “Sarbanes-Oxley Act”), rules implemented by the SEC and NYSE, as well as reporting requirements applicable due to being listed in the Euronext Oslo Bors.
We plan to have in place safety and security measures on our vessels and onshore operations. Any measures we take to try to protect our vessels against cybersecurity attacks and any disruption to their information systems may not be effective or adequately prevent security breaches, which are constantly evolving and have become increasingly sophisticated.
We have in place safety and security measures on our vessels and onshore operations. However, measures we take to try to protect our vessels and other operations against cybersecurity attacks and any disruption to their information systems may not be effective or adequately prevent security breaches, which are constantly evolving and have become increasingly sophisticated.
As such, we cannot assure you that cash flow generated from our business and other sources of cash, including future borrowings under the Drew Holdings RCF and or any new debt and equity financings, will be sufficient to enable us to pay our indebtedness and to fund our other liquidity needs.
As such, we cannot assure you that cash flow generated from our business and other sources of cash, including the Drew Holdings RCF or any new debt and equity financings, will be sufficient to enable us to pay our indebtedness and to fund our other liquidity needs.
As a result, there can be no assurance that we will qualify for the benefits of Section 883 for 2025 taxable year or any subsequent taxable year.
As a result, there can be no assurance that we will qualify for the benefits of Section 883 for the 2026 taxable year or any subsequent taxable year.
In connection with our efforts to maintain effective internal controls, we will need to hire additional accounting personnel as well as to make additional investments in software and systems.
In connection with our efforts to maintain effective internal controls, we may need to hire additional accounting personnel as well as to make additional investments in software and systems.
If adequate funds are not available, it could prevent us from obtaining required capital or meeting our obligations or realizing potential revenues from investments and it could have a material adverse effect on our business, results of operations and financial condition. We had cash and cash equivalents of $19.4 million as of December 31, 2024.
If adequate funds are not available, it could prevent us from obtaining required capital or meeting our obligations or realizing potential revenues from investments and it could have a material adverse effect on our business, results of operations and financial condition. We had cash and cash equivalents of $32.4 million as of December 31, 2025.
While our Board of Directors has adopted a dividend policy and we have started to return capital to shareholders through monthly cash dividends, there is no assurance that our Board of Directors will continue to declare dividends in the future.
While our Board of Directors has adopted a dividend and cash distribution policy and we have started to return capital to shareholders through monthly cash distributions, there is no assurance that our Board of Directors will continue to declare dividends or cash distributions in the future.
Liquidity and Capital Resources—Drew Holdings Revolving Credit Facility” for more information, including information on the commercial arrangements between us and the Related Parties. Our Board of Directors may not declare cash dividends in the future.
Liquidity and Capital Resources—Drew Holdings Revolving Credit Facility” for more information, including information on the commercial arrangements between us and the Related Parties. 27 Our Board of Directors may not declare cash dividends or cash distributions in the future.
Furthermore, in the future, we may not be able to obtain adequate insurance coverage at reasonable rates for our fleet. Our insurance policies also contain deductibles, limitations and exclusions which, although we believe are standard in the shipping industry, may nevertheless increase our costs.
Furthermore, in the future, we may not be able to obtain adequate insurance coverage at reasonable rates for our fleet. Our insurance policies also contain deductibles, limitations and exclusions which, although we believe are standard in the shipping industry, may nevertheless result in uninsured losses and therefore increase our costs.
In addition, due to an increase in the size of the global shipping fleet, the limited supply of and increased demand for crew has created upward pressure on crew costs. Continued higher crew costs or further increases in crew costs coupled with a persistent inflationary environment and the connected increase in crew wages could adversely affect our results of operations.
In addition, the increase in the size of the global shipping fleet has led to the limited supply of, and increased demand for crew, creating upward pressure on crew costs. Continued higher crew costs or further increases in crew costs coupled with a persistent inflationary environment and the connected increase in crew wages could adversely affect our results of operations.
Risks Related to Our Industry • Charter hire rates for dry bulk vessels are volatile and may decrease below our cash break-even rates. • The global financial markets and economic conditions may adversely impact our business, results of operation, financial condition and our ability to obtain additional financing. • Changes in international trade policies, or the escalation of tensions in international relations, particularly with regard to China, may adversely impact our business and operating results. • A decrease in China’s imports and export of goods could have a material adverse effect on our business. • We may be adversely affected by political instability, terrorist or other attacks, war and international hostilities and global public health threats can affect the seaborne transportation industry. 2 • A significant decrease in the market values of our vessels could cause us to incur an impairment loss and could have a material adverse effect on our ability to obtain additional financing. • We are subject to complex laws and regulations, including environmental regulations that can adversely affect the cost, manner or feasibility of doing business. • We may be subject to requirements and standards imposed by charterers and the failure to comply with these may subject us to increased costs and adversely affect our operations. • If our vessels fail to maintain their class certification imposed by classification societies and/or fail any annual survey, intermediate survey, dry docking or special survey, those vessels would be unable to carry cargo, thereby reducing our revenues and profitability and violating certain covenants in our credit agreements. • Scrutiny of environmental, social and governance matters may impact our business and reputation. • Natural or man-made disasters and other similar events may significantly disrupt our business and could have an adverse effect on our business, results of operations and financial condition. • Political decisions may affect our vessels’ trading patterns and could have an adverse effect on our business, results of operations and financial condition. • If our vessels call on ports located in countries that are subject to restrictions imposed by the U.S., the European Union, the United Nations or other governments, this could lead to monetary fines or penalties and adversely affect our reputation and the market for our common shares and trading price. • Increased inspection procedures, tighter import and export controls and security standards could increase costs and disrupt our business. • Our results of operations are subject to seasonal fluctuations, which may adversely affect our financial condition. • High prices of fuel, or bunker, may adversely affect our profits. • If our vessels suffer damage due to the inherent operational risks of the shipping industry, we may experience unexpected dry docking costs and delays or total loss of our vessels. • The smuggling of drugs or other contraband onto our vessels may lead to governmental claims against us.
Risks Related to Our Industry • Charter hire rates for dry bulk vessels are volatile and may decrease below our cash break-even rates. • The global financial markets and economic conditions may adversely impact our business, results of operation, financial condition and our ability to obtain additional financing. • Changes in international trade policies, or the escalation of tensions in international relations, particularly with regard to China, may adversely impact our business and operating results. • A decrease in China’s imports and export of goods could have a material adverse effect on our business. 2 • We may be adversely affected by political instability, terrorist or other attacks, war and international hostilities and global public health threats can affect the seaborne transportation industry. • A significant decrease in the market values of our vessels could cause us to incur an impairment loss and could have a material adverse effect on our ability to obtain future financing. • We are subject to complex laws and regulations, including environmental regulations that can adversely affect the cost, manner or feasibility of doing business. • We may be subject to requirements and standards imposed by charterers and the failure to comply with these may subject us to increased costs and adversely affect our operations. • If our vessels fail to maintain their class certification imposed by classification societies and/or fail any annual survey, intermediate survey, dry docking or special survey, those vessels would be unable to carry cargo, thereby reducing our revenues and profitability and violating certain provisions in our credit agreements. • If our vessels do not meet certain operational and technical requirements imposed by ports, our vessels may be refused entry into these ports or incur increased costs to meet these requirements which could have an adverse effect on our business, results of operations and financial conditions. • Scrutiny of environmental, social and governance matters may impact our business and reputation. • Natural or man-made disasters and other similar events may significantly disrupt our business and could have an adverse effect on our business, results of operations and financial condition. • Political decisions may affect our vessels’ trading patterns and could have an adverse effect on our business, results of operations and financial condition. • If our vessels call on ports located in countries that are subject to restrictions imposed by the U.S., the European Union, the United Nations or other governments, this could lead to monetary fines or penalties and adversely affect our reputation and the market for our common shares and trading price. • Increased inspection procedures, tighter import and export controls and security standards could increase costs and disrupt our business. • Our results of operations are subject to seasonal fluctuations, which may adversely affect our financial condition. • We operate dry bulk vessels worldwide and our business has inherent operational risks, which may result in damage to our vessels leading to unexpected drydocking costs and delays or total loss of our vessels. • The smuggling of drugs or other contraband onto our vessels may lead to governmental claims against us.
Tax laws, treaties and regulations are highly complex and subject to change and differing interpretation. Consequently, we and our subsidiaries are subject to changing laws, treaties and regulations in and between the countries in which we operate. Our tax expense is based on our interpretation of the tax laws in effect at the time the expense was incurred.
Consequently, we and our subsidiaries are subject to changing laws, treaties and regulations of and between the countries in which we operate. Our tax expense is based on our interpretation of the tax laws in effect at the time the expense was incurred.
The market values of dry bulk vessels have generally experienced high volatility, and you should expect the market values of our vessels, once delivered, to fluctuate depending on a number of factors including: • prevailing level of charter hire rates; • general economic and market conditions affecting the shipping industry; • types, sizes and ages of vessels; • supply of and demand for vessels; • the need to upgrade vessels as a result of charterer requirements; • technological advances in vessel design or equipment or otherwise; • cost of newbuildings; • applicable governmental or other regulations; • distressed asset sales; and • competition from other shipping companies and other modes of transportation.
The market values of dry bulk vessels have generally experienced high volatility, and the market values of our vessels are subject to fluctuation depending on a number of factors including: • prevailing level of charter hire rates; • general economic and market conditions affecting the shipping industry; • types, sizes and ages of vessels; • supply of and demand for vessels; • the need to upgrade vessels as a result of charterer requirements; • technological advances in vessel design or equipment or otherwise; • cost of newbuildings; • applicable governmental or other regulations; • distressed asset sales; and • competition from other shipping companies and other modes of transportation.
Depending on many factors, including market developments, our future earnings, the value of our assets and expenditures for any new projects, we may need additional funds. We may not be able to obtain additional financing on commercially acceptable terms or at all.
We may require additional capital, which may not be available on favorable terms, or at all. 11 Depending on many factors, including market developments, our future earnings, the value of our assets and expenditures for any new projects, we may need additional funds. We may not be able to obtain additional financing on commercially acceptable terms or at all.
These policy pronouncements have created significant uncertainty about the future relationship between the United States and China and other exporting countries, including with respect to trade policies, treaties, government regulations and tariffs and has led to concerns regarding the potential for an extended trade war.
These policy pronouncements have created significant uncertainty about the relationship between the United States and China and other exporting countries, including with respect to trade policies, treaties, government regulations and tariffs and has led to concerns regarding the potential for an extended trade war. Tensions over trade and other matters remain high.
The Company will seek to mitigate such consequences for example through re-negotiation of terms with its lenders, or striving to re-charter or seek remedies from defaulting charterers, however such efforts may not be successful and may lead to negative reactions from its lenders which may be detrimental for the Company’s business.
Any steps the Company may take to mitigate such consequences for example through re-negotiation of terms with its lenders, or striving to re-charter or seek remedies from defaulting charterers, may not be successful and may lead to negative reactions from its lenders which may be detrimental for the Company’s business.
Volatility in charter rates affects our earnings and results of operations and also affects the value of our dry bulk vessels, which follow the trends of dry bulk charter rates.
Volatility in charter rates affects our earnings and results of operations and also affects the value of our dry bulk vessels.
Risk Factors—Risks Related to Our Industry—Our results of operations are subject to seasonal fluctuations, which may adversely affect our financial condition.” Factors that influence demand for dry bulk vessel capacity include: 12 • supply of and demand for, changes in the exploration or production of, and the location of consuming regions for energy resources, commodities, and semi-finished and finished consumer and industrial products; • the location of regional and global exploration, production and manufacturing facilities; • globalization and nationalization of production and manufacturing; • global and regional economic and political conditions, armed conflicts, terrorist activities, embargoes, strikes, tariffs and “trade wars,” including the wars in Ukraine and the Middle East, developments in international trade and fluctuations in industrial and agricultural production; • economic slowdowns caused by public health events, including pandemics and other diseases and viruses, affecting livestock and humans; • disruptions and developments in international trade; • changes in seaborne and other transportation patterns, including the distance cargo is transported by sea and trade patterns; • environmental and other regulatory developments; and • currency exchange rates.
Risk Factors—Risks Related to Our Industry—Our results of operations are subject to seasonal fluctuations, which may adversely affect our financial condition.” Factors that influence demand for dry bulk vessel capacity include: • supply of and demand for, changes in the exploration or production of, and the location of consuming regions for energy resources, commodities, and semi-finished and finished consumer and industrial products; • the location of regional and global exploration, production and manufacturing facilities; • globalization and nationalization of production and manufacturing; • global and regional economic and political conditions, wars and other armed conflicts, including the war in Ukraine and the current military conflicts in the Middle East, terrorist activities, embargoes, strikes, tariffs and “trade wars,” developments in international trade and fluctuations in industrial and agricultural production; • economic slowdowns caused by public health events, including pandemics and other diseases and viruses, affecting livestock and humans; • disruptions and developments in international trade; • changes in seaborne and other transportation patterns, including the distance cargo is transported by sea and trade patterns; • the development of iron ore and bauxite mining projects, including timing of completion of such projects, output of such projects and impact on the Capesize market; • environmental and other regulatory developments; and • currency exchange rates.
We have limited liquidity and may require additional financing to meet operating requirements, debt revenue or capital expenditures. Additional financing may not be available if needed and to the extent required, on acceptable terms or at all.
We may require additional financing to meet operating requirements, debt revenue or capital expenditures in the future. Additional financing may not be available if needed and to the extent required, on acceptable terms or at all.
In addition to the importance of their financial performance, companies are increasingly being judged by their performance on a variety of environmental, social and governance matters, or “ESG,” which are considered to contribute to the long-term sustainability of companies' performance.
Scrutiny of environmental, social and governance matters may impact our business and reputation. In addition to the importance of their financial performance, companies are increasingly being judged by their performance on a variety of environmental, social and governance matters, or “ESG,” which are considered to contribute to the long-term sustainability of companies' performance.
Should a charterer fail to honor its obligations under agreements with us, it may be difficult to secure substitute employment for such vessel, and any new charter arrangements we secure on the spot market or on charters may be at lower rates, depending on the then existing charter rate levels, compared to the rates currently being charged for our vessels.
Should a charterer fail to honor its obligations under agreements with us, it may be difficult to secure substitute employment for such vessel, and any new charter arrangements we secure on the spot market or on time charters may be at lower rates compared to the rates currently being earned on our vessels.
Risks Related to Our Common Shares • Our common share price may fluctuate due to a number of factors. • Sales of substantial amounts of our common shares in the public market could cause the market price of our common shares to decline, and any additional capital raised by us may dilute your ownership in us. • Our largest shareholder has significant influence over us. • Certain of our major shareholders may have interests that are different from the interests of our other shareholders. • We depend on directors who are associated with affiliated companies, which may create conflicts of interest. • Our Board of Directors may not declare cash dividends in the future. • Bermuda law differs from the laws in effect in the United States and may afford less protection to shareholders. • Our Bye-laws restrict shareholders from bringing legal action against our officers and directors. • We have anti-takeover provisions in our Bye-laws that may discourage a change of control.
Risks Related to Our Common Shares • Our common share price may fluctuate due to a number of factors. • Sales of substantial amounts of our common shares in the public market could cause the market price of our common shares to decline, and any additional capital raised by us may dilute your ownership in us. • Our largest shareholder has significant influence over us. • Certain of our major shareholders may have interests that are different from the interests of our other shareholders. • We depend on directors who are associated with affiliated companies, which may create conflicts of interest. • Our Board of Directors may not declare cash dividends and/or cash distributions in the future. • Bermuda law differs from the laws in effect in the United States and may afford less protection to shareholders. • Our Bye-laws restrict shareholders from bringing legal action against our officers and directors. • We have anti-takeover provisions in our Bye-laws that may discourage a change of control. 3 Risks Related to Our Business We charter our vessels on time charters in a volatile shipping industry and a decline in charter hire rates could affect our business, results of operations and financial condition.
In addition, in recent years “anti-ESG” sentiment has gained momentum across the United States, with several states and Congress having proposed or enacted “anti-ESG” policies, legislation, or initiatives or issued related legal opinions, and the U.S. President having recently issued an executive order opposing diversity equity and inclusion (DEI) initiatives in the private sector.
In addition, in recent years “anti-ESG” sentiment has gained momentum across the United States, with several states and Congress having proposed or enacted “anti-ESG” policies, legislation, or initiatives or issued related legal opinions, and the U.S. President having issued in 2025 executive orders opposing diversity equity and inclusion (DEI) initiatives in the public and private sectors.
Coupled with existing supply disruptions and changes in U.S. Federal Reserve policies on interest rates, these wars have exacerbated, and may continue to exacerbate, inflation and significant volatility in commodity prices, credit and capital markets, as well as supply chain disruptions.
Federal Reserve policies on interest rates, these wars have exacerbated, and may continue to exacerbate, inflation and significant volatility in commodity prices, credit and capital markets, as well as supply chain disruptions.
Our only Credit Facility currently in place for additional borrowings is the Drew Holdings RCF, which provides for borrowing of up to $10 million, of which $6 million has been drawn as of March 20, 2025.
Our only Credit Facility currently in place for additional borrowings is the Drew Holdings RCF, which provides for borrowing of up to $10 million, of which none has been drawn as of March 5, 2026.
We anticipate that the future demand for our dry bulk vessels will be dependent upon economic growth in the world’s economies, including China and India, seasonal and regional changes in demand, changes in the capacity of the global dry bulk fleet and the sources and supply of dry bulk cargo to be transported by sea.
Demand for our dry bulk vessels depends upon economic growth in the world’s economies, including China and India, seasonal and regional changes in demand, changes in the capacity of the global dry bulk fleet and the sources and supply of dry bulk cargo to be transported by sea.
Although we are generally a business that serves other businesses, we do process and obtain certain personal information relating to individuals, and any failure by us to comply with the GDPR or other data privacy laws where applicable could result in proceedings or actions against us, which could subject us to significant fines, penalties, judgments and negative publicity.
We process and obtain certain personal information relating to individuals, and any failure by us to comply with the GDPR or other data privacy laws where applicable could result in proceedings or actions against us, which could subject us to significant fines, penalties, judgments and negative publicity.
Upon delivery of the relevant vessels from New Times, each buyer (a vessel owning subsidiary of Himalaya Shipping) sold its vessel to a special purpose vehicle (SPV) owned by Avic, and the SPVs chartered the vessel back to its respective buyer subsidiary, under bareboat charters, under which we have the obligation to pay the hire rates irrespective of any contingency (the Hell and High Water Terms).
Upon delivery of the relevant vessels from New Times, each relevant vessel owning subsidiary of the Company sold its vessel to a special purpose vehicle (SPV) owned by Avic, and the SPVs chartered the vessel back to the relevant Company’s subsidiary, under bareboat charters, under which we have the obligation to pay the hire rates irrespective of any contingency (“Hell and High Water Terms”).

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Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

107 edited+19 added−27 removed178 unchanged
Our Manager, 2020 Bulkers Management, which has experience operating in the dry bulk shipping industry, is a subsidiary of 2020 Bulkers Ltd., a company incorporated in Bermuda and listed on the Oslo Stock Exchange which owns and operates dry bulk vessels.
Our Manager, 2020 Bulkers Management, which has experience operating in the dry bulk shipping industry, is a subsidiary of 2020 Bulkers Ltd., a company incorporated in Bermuda and listed on the Oslo Stock Exchange and which owns and operates dry bulk vessels.
Directors, Senior Management and Employees” and “Item 7. Major Shareholders and Related Party Transactions.” B. Business Overview 32 Our Fleet We have twelve newbuilding dual fueled Newcastlemax 210,000 dwt dry bulk vessel in operation, which comprise our fleet.
Directors, Senior Management and Employees” and “Item 7. Major Shareholders and Related Party Transactions.” B. Business Overview Our Fleet 32 We have twelve newbuilding dual fueled Newcastlemax 210,000 dwt dry bulk vessel in operation, which comprise our fleet.
Demonstrated access to capital and financing Our twelve vessels were substantially funded by our equity financings and the debt financing (including the Sale and Leaseback Agreements) we entered into to finance our pre-delivery and delivery installments under each Shipbuilding Contract up to the delivery date of our newbuilding vessels, from which time we have started to generate cash flows from operations.
Demonstrated access to capital and financing Our twelve vessels were substantially funded by equity and debt financings (including the Sale and Leaseback Agreements) we entered into to finance our pre-delivery and delivery installments under each Shipbuilding Contract up to the delivery date of our newbuilding vessels, from which time we have started to generate cash flows from operations.
OPA defines these other damages broadly to include: • injury to, destruction or loss of, or loss of use of, natural resources and the costs of assessment costs; • injury to, or economic losses resulting from, the destruction of real and personal property; • loss of subsistence use of natural resources that are injured, destroyed or lost; • net loss of taxes, royalties, rents, fees or net profit revenues resulting from injury, destruction or loss of real or personal property, or natural resources; • lost profits or impairment of earning capacity due to injury, destruction or loss of real or personal property or natural resources; and 46 • net cost of increased or additional public services necessitated by removal activities following a discharge of oil, such as protection from fire, safety or health hazards, and loss of subsistence use of natural resources.
OPA defines these other damages broadly to include: • injury to, destruction or loss of, or loss of use of, natural resources and the costs of assessment; • injury to, or economic losses resulting from, the destruction of real and personal property; • loss of subsistence use of natural resources that are injured, destroyed or lost; • net loss of taxes, royalties, rents, fees or net profit revenues resulting from injury, destruction or loss of real or personal property, or natural resources; • lost profits or impairment of earning capacity due to injury, destruction or loss of real or personal property or natural resources; and • net cost of increased or additional public services necessitated by removal activities following a discharge of oil, such as protection from fire, safety or health hazards, and loss of subsistence use of natural resources.
Hull no. 0120838 Hull no. 0120844 Himalaya Shipping Management (UK) Ltd. 40% 2020 Bulkers Management AS All holdings are 100% unless otherwise indicated. D. Property, plant and equipment Other than our vessels, we do not own or lease any material property. We own a fleet of twelve newbuilding dual fueled Newcastlemax dry bulk vessels. See “Item 4.B.
Hull no. 0120838 Hull no. 0120844 Himalaya Shipping Management (UK) Ltd. 40% 2020 Bulkers Management AS All holdings are 100% unless otherwise indicated. D. Property, plant and equipment Other than our vessels, we do not own or lease any material property. We operate a fleet of twelve newbuilding dual fueled Newcastlemax dry bulk vessels. See “Item 4.B.
Greenhouse Gas Regulation 49 Currently, the emissions of greenhouse gases from international shipping are not subject to the Kyoto Protocol to the United Nations Framework Convention on Climate Change, which entered into force in 2005 and pursuant to which adopting countries have been required to implement national programs to reduce greenhouse gas emissions with targets extended through 2020.
Greenhouse Gas Regulation Currently, the emissions of greenhouse gases from international shipping are not subject to the Kyoto Protocol to the United Nations Framework Convention on Climate Change, which entered into force in 2005 and pursuant to which adopting countries have been required to implement national programs to reduce greenhouse gas emissions with targets extended through 2020.
As determined at the MEPC 70, the new Regulation 22A of MARPOL Annex VI became effective as of March 1, 2018 and requires ships above 5,000 gross tonnage to collect and report annual data on fuel oil consumption to an IMO database, with the first year of data collection having commenced on January 1, 2019.
As determined at the MEPC 70, the Regulation 22A of MARPOL Annex VI became effective as of March 1, 2018 and requires ships above 5,000 gross tonnage to collect and report annual data on fuel oil consumption to an IMO database, with the first year of data collection having commenced on January 1, 2019.
These vessel response plans include detailed information on actions to be taken by vessel personnel to prevent or mitigate any discharge or substantial threat of such a discharge of oil from the vessel due to operational activities or casualties. 47 We have obtained pollution liability coverage insurance for each of our vessels.
These vessel response plans include detailed information on actions to be taken by vessel personnel to prevent or mitigate any discharge or substantial threat of such a discharge of oil from the vessel due to operational activities or casualties. We have obtained pollution liability coverage insurance for each of our vessels.
European Union Regulations 48 In October 2009, the European Union amended a directive to impose criminal sanctions for illicit ship-source discharges of polluting substances, including minor discharges, if committed with intent, recklessly or with serious negligence and the discharges individually or in the aggregate result in deterioration of the quality of water.
European Union Regulations In October 2009, the European Union amended a directive to impose criminal sanctions for illicit ship-source discharges of polluting substances, including minor discharges, if committed with intent, recklessly or with serious negligence and the discharges individually or in the aggregate result in deterioration of the quality of water.
We regularly evaluate the duration of our charters and extend or reduce the charter hire periods of the vessels in our fleet according to the developments in the dry bulk shipping industry. Our Competition 37 We operate in markets that are highly competitive and based primarily on supply and demand.
We regularly evaluate the duration of our charters and extend or reduce the charter hire periods of the vessels in our fleet according to the developments in the dry bulk shipping industry. Our Competition We operate in markets that are highly competitive and based primarily on supply and demand.
Certain issues and transfers of common shares involving persons deemed resident in Bermuda for exchange control purposes still require the specific consent of the BMA. Environmental and Other Regulations in the Shipping Industry Government regulation and laws significantly affect the ownership and operation of our fleet.
Certain issues and transfers of common shares involving persons deemed resident in Bermuda for exchange control purposes still require the specific consent of the BMA. 40 Environmental and Other Regulations in the Shipping Industry Government regulation and laws significantly affect the ownership and operation of our fleet.
Compliance Enforcement Non-compliance with the ISM Code or other IMO regulations may subject the ship owner or bareboat charterer to increased liability, may lead to decreases in available insurance coverage for affected vessels and may result in the denial of access to, or detention in, some ports.
Compliance Enforcement 45 Non-compliance with the ISM Code or other IMO regulations may subject the ship owner or bareboat charterer to increased liability, may lead to decreases in available insurance coverage for affected vessels and may result in the denial of access to, or detention in, some ports.
The EPA will regulate these ballast water discharges and other discharges incidental to the normal operation of certain vessels within United States waters pursuant to the Vessel Incidental Discharge Act (“VIDA”), which was signed into law on December 4, 2018 and replaces the 2013 Vessel General Permit (“VGP”) program (which authorizes discharges incidental to operations of commercial vessels and contains numeric ballast water discharge limits for most vessels to reduce the risk of invasive species in U.S. waters, stringent requirements for exhaust gas scrubbers, and requirements for the use of environmentally acceptable lubricants) and current Coast Guard ballast water management regulations adopted under the U.S.
The EPA will regulate these ballast water discharges and other discharges incidental to the normal operation of certain vessels within United States waters pursuant to the Vessel Incidental Discharge Act (“VIDA”), which was signed into law on December 4, 2018 and replaced the 2013 Vessel General Permit (“VGP”) program (which authorizes discharges incidental to operations of commercial vessels and contains numeric ballast water discharge limits for most vessels to reduce the risk of invasive species in U.S. waters, stringent requirements for exhaust gas scrubbers, and requirements for the use of environmentally acceptable lubricants) and current Coast Guard ballast water management regulations adopted under the U.S.
Such regulations require companies to create additional procedures for monitoring cybersecurity, which could require additional expenses and/or capital expenditures. 44 Pollution Control and Liability Requirements The IMO has negotiated international conventions that impose liability for pollution in international waters and the territorial waters of the signatories to such conventions.
Such regulations require companies to create additional procedures for monitoring cybersecurity, which could require additional expenses and/or capital expenditures. Pollution Control and Liability Requirements The IMO has negotiated international conventions that impose liability for pollution in international waters and the territorial waters of the signatories to such conventions.
This designation allows us to engage in transactions in currencies other than the Bermuda dollar, and there are no restrictions on our ability to transfer funds (other than funds denominated in Bermuda dollars) in and out of Bermuda or to pay dividends to holders of our common shares.
This designation allows us to engage in transactions in currencies other than the Bermuda dollar, and there are no restrictions on our ability to transfer funds (other than funds denominated in Bermuda dollars) into and out of Bermuda or to pay dividends to holders of our common shares.
All ships are now required to develop and implement Ship Energy Efficiency Management Plans (“SEEMPs”), and new ships must be designed in compliance with minimum energy efficiency levels per capacity mile as defined by the Energy Efficiency Design Index (“EEDI”).
All ships are required to develop and implement Ship Energy Efficiency Management Plans (“SEEMPs”), and new ships must be designed in compliance with minimum energy efficiency levels per capacity mile as defined by the Energy Efficiency Design Index (“EEDI”).
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).
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 44 ballast water, must be approved in accordance with IMO Guidelines (Regulation D-3).
Delivery Date Purchase Price (1)(2) Mount Norefjell 0120833 March 2, 2023 $70.3 million Mount Ita 0120834 March 9, 2023 $70.3 million Mount Etna 0120835 April 13, 2023 $70.3 million Mount Blanc 0120836 June 6, 2023 $70.3 million Mount Matterhorn 0120837 July 13, 2023 $72.2 million Mount Neblina 0120838 August 29, 2023 $72.2 million Mount Bandeira 0120839 January 5, 2024 $72.2 million Mount Hua 0120840 January 8, 2024 $72.2 million Mount Elbrus 0120841 January 11, 2024 $72.7 million Mount Denali 0120842 April 19,2024 $72.7 million Mount Aconcagua 0120843 June 6, 2024 $72.7 million Mount Emai 0120844 June 13, 2024 $72.7 million ___________ (1) Includes cost of scrubbers: $2.4 million per vessel.
Delivery Date Purchase Price (1)(2) Mount Norefjell 0120833 March 2, 2023 $70.3 million Mount Ita 0120834 March 9, 2023 $70.3 million Mount Etna 0120835 April 13, 2023 $70.3 million Mount Blanc 0120836 May 31, 2023 $70.3 million Mount Matterhorn 0120837 July 13, 2023 $72.2 million Mount Neblina 0120838 August 29, 2023 $72.2 million Mount Bandeira 0120839 January 5, 2024 $72.2 million Mount Hua 0120840 January 8, 2024 $72.2 million Mount Elbrus 0120841 January 11, 2024 $72.7 million Mount Denali 0120842 April 19,2024 $72.7 million Mount Aconcagua 0120843 June 6, 2024 $72.7 million Mount Emai 0120844 June 13, 2024 $72.7 million ___________ (1) Includes cost of scrubbers: $2.4 million per vessel.
In addition, unpredictable and adverse weather conditions and patterns in the Southern Hemisphere, which often occur during the first quarter, in the past have had a negative impact on iron ore exports from Australia and from Brazil.
In addition, unpredictable and adverse weather conditions and patterns in the Southern Hemisphere, which often occur during the first quarter, in the past have had a negative impact on iron ore exports from Brazil.
We believe that our vessels are in substantial compliance with SOLAS and LLMC standards. 43 Under Chapter IX of the SOLAS Convention, or the ISM Code, our operations are also subject to environmental standards and requirements.
We believe that our vessels are in substantial compliance with SOLAS and LLMC standards. Under Chapter IX of the SOLAS Convention, or the ISM Code, our operations are also subject to environmental standards and requirements.
The CAA requires states to adopt State Implementation Plans, or SIPs, some of which regulate emissions resulting from vessel loading and unloading operations which may affect our vessels. The U.S.
The CAA requires states to adopt State Implementation Plans, or SIPs, some of which regulate emissions resulting from vessel loading and unloading operations which may affect our vessels. 47 The U.S.
In addition, we earn a scrubber benefit based on the spread between HSFO and VLSFO or the spread between LNG and VLSFO as applicable depending upon the type of fuel the vessel is using.
(2) In addition, we earn a scrubber benefit based on the spread between HSFO and VLSFO or the spread between LNG and VLSFO as applicable depending upon the type of fuel the vessel is using.
Further, in light of the relatively low fuel consumption of our vessels and their dual fueled capability, we are one of the only fleets in the market which is capable of doing full-round routes in the key trade of Brazil to China and other similar long-haul routes without the need for rebunkering, providing our customers additional flexibility.
Further, in light of the relatively low fuel consumption of our vessels, large fuel tanks and their dual fueled capability, we are one of the only fleets in the market which is capable of doing full-round routes in the key trade of Brazil to China and other similar long-haul routes without the need for rebunkering, providing our customers additional flexibility.
The 12 P&I Associations that comprise the International Group insure approximately 90% of the world’s commercial tonnage and have entered into a pooling agreement to reinsure each association’s liabilities. The International Group’s website states that the Pool provides a mechanism for sharing all claims in excess of $10 million.
The 12 P&I Clubs that comprise the International Group insure approximately 90% of the world’s commercial tonnage and have entered into a pooling agreement to reinsure each association’s liabilities. The International Group’s website states that the pool provides a mechanism for sharing all claims in excess of $10 million.
(2) Include a conversion provision which allows us to convert this index-linked time charters to fixed-rate charters, subject to certain conditions including mutual agreement of the parties to the charter agreement. (3) Charter period is in charterer’s option with a minimum notice period of 30 calendar days.
(3) Include a conversion provision which allows us to convert this index-linked time charters to fixed-rate charters, subject to certain conditions including mutual agreement of the parties to the charter agreement. (4) Charter period is in charterer’s option with a minimum notice period of 30 calendar days.
Charter Agreements We entered into charter agreements for all our vessels, pursuant to which all are currently employed on index-linked time charters. There is an option under the time charter agreements which enables us to convert the rates to fixed rates from time to time subject to mutual agreement by the charterers.
Charter Agreements We have entered into charter agreements for all our vessels, pursuant to which eleven vessels are currently employed on index-linked time charters. There is an option under the time charter agreements which enables us to convert the rates to fixed rates from time to time subject to mutual agreement by the charterers.
Inspection by Flag Administration and Classification Societies The hull and machinery of every commercial vessel must be classed by a classification society authorized by its country of registry. The classification society certifies that a vessel is safe and seaworthy in accordance with the applicable rules and regulations of the country of registry of the vessel and the SOLAS Convention.
Inspection by Flag Administration and Classification Societies Every commercial vessel must be classed by a classification society authorized by its country of registry. The classification society certifies that a vessel is safe and seaworthy in accordance with the applicable rules and regulations of the country of registry of the vessel and the SOLAS Convention.
We believe that owning a young, high-quality, well-maintained fleet affords us significant benefits, including reduced operating costs, improved quality of service and a competitive advantage in securing favorable charters with high-quality counterparties.
We believe that owning a young, high-quality, well-maintained fleet affords us significant benefits, including reduced operating costs, higher quality of service and a competitive advantage in securing favorable charters with high-quality counterparties.
We believe that having scrubbers on all of our vessels distinguish us from Capesize vessel owners that do not have scrubbers on their vessels and therefore will not be able to consume less expensive bunker fuel with higher sulfur content. Approximately 51% of the Capesize fleet in the market has installed scrubbers.
We believe that having scrubbers on all of our vessels distinguish us from Capesize vessel owners that do not have scrubbers on their vessels and therefore are not able to consume less expensive bunker fuel with higher sulfur content. Approximately 51% of the Capesize fleet in the market has installed scrubbers.
We intend to employ our vessels primarily in the index-linked time charter, fixed rate time charter or voyage charter markets. No vessels are currently employed on voyage charters. Our vessels operate on a worldwide basis and are not restricted to specific locations. Our charterers determine the trading routes and the type of commodities transported on our vessels.
We generally seek to employ our vessels primarily in the index-linked time charter, fixed rate time charter or voyage charter markets. No vessels are currently employed on voyage charters. Our vessels operate on a worldwide basis and are not restricted to specific locations. Our charterers determine the trading routes and the type of commodities transported on our vessels.
We plan to return capital to the shareholders in the form of monthly dividends, subject to available cash and capital requirements and availability and other considerations. We may consider growth and acquisition opportunities that we believe to be in the best interest of our shareholders, however our primary focus is to maximize shareholder returns on our vessels.
We plan to return capital to the shareholders in the form of monthly cash distributions, subject to available cash and capital requirements and other considerations. We may consider growth and acquisition opportunities that we believe to be in the best interest of our shareholders, however our primary focus is to maximize shareholder returns on our vessels.
Hull no. 0120834 Hull no. 0120840 Liberian corporations MOUNT ETNA INC. MOUNT ELBRUS INC. England and Wales Hull no. 0120835 Hull no. 0120841 Norway MOUNT BLANC INC. MOUNT DENALI INC. Hull no. 0120836 Hull no. 0120842 MOUNT MATTERHORN INC. MOUNT ACONCAGUA INC. Hull no. 0120837 Hull no. 0120843 MOUNT NEBLINA INC. MOUNT EMAI INC.
Hull no. 0120834 Hull no. 0120840 Liberian corporations MOUNT ETNA INC. MOUNT EIGER INC. England and Wales Hull no. 0120835 Hull no. 0120841 Norway MOUNT BLANC INC. MOUNT DENALI INC. Hull no. 0120836 Hull no. 0120842 MOUNT MATTERHORN INC. MOUNT ACONCAGUA INC. Hull no. 0120837 Hull no. 0120843 MOUNT NEBLINA INC. MOUNT EMAI INC.
The total average purchase price, including estimated variation orders, Address Commissions and the cost of scrubbers was $71.6 million. “Address Commission” refers to the commissions that may be deducted from each of the final delivery installments to be paid under the Shipbuilding Contracts.
The total average purchase price, including estimated variation orders, Address Commissions and the cost of scrubbers was $71.6 million. “Address Commission” refers to the commissions that were deducted from each of the final delivery installments paid under the Shipbuilding Contracts.
In July 2023, MEPC 80 announced three new ECA proposals, including the Canadian Arctic waters and the North-East Atlantic Ocean, which were adopted in draft amendments to Annex IV that will enter into force in March 2026.
In July 2023, MEPC 80 announced three new ECA proposals, including the Canadian Arctic waters and the North-East Atlantic Ocean, which were adopted in draft amendments to Annex IV that entered into force in March 2026.
Delivery Date to Charterer Rate (in U.S. dollars) Charter period Mount Norefjell 0120833 March 3, 2025 BCI 5TC plus premium, scrubber benefit (1)(2)(6) 14 to 38 months (3) Mount Ita 0120834 March 10, 2023 BCI 5TC plus premium, scrubber benefit (1)(2) 32 to 38 months (4) Mount Etna 0120835 April 16, 2023 BCI 5TC plus premium, scrubber benefit (1)(2) Until December 31, 2026 (5) Mount Blanc 0120836 June 6, 2023 BCI 5TC plus premium, scrubber benefit (1)(2) Until December 31, 2026 (5) Mount Matterhorn 0120837 July 15, 2023 BCI 5TC plus premium, scrubber benefit (1)(2) 32 to 38 months (4) Mount Neblina 0120838 September 1, 2023 BCI 5TC plus premium, scrubber benefit (1)(2) Until December 31, 2026 (5) Mount Bandeira 0120839 January 8, 2024 BCI 5TC plus premium, scrubber benefit (1)(2) Until December 31, 2026 (5) Mount Hua 0120840 January 10, 2024 BCI 5TC plus premium, scrubber benefit (1)(2)(6) Until December 31, 2026 (5) Mount Elbrus 0120841 January 13, 2024 BCI 5TC plus premium, scrubber benefit (1)(2) 22 to 26 months (4) Mount Denali 0120842 April 21, 2024 BCI 5TC plus premium, scrubber benefit (1)(2) Until December 31, 2026 (5) Mount Aconcagua 0120843 June 8, 2024 BCI 5TC plus premium, scrubber benefit (1)(2) 22 to 26 months (4) Mount Emai 0120844 June 15, 2024 BCI 5TC plus premium, scrubber benefit (1)(2) 23 to 27 months (4) ________________ (1) Revenues are based on the Baltic 5TC Capesize Index published by the Baltic Exchange plus a premium which will vary depending on the terms of each charter.
Delivery Date to Charterer Rate (in U.S. dollars) Charter period Mount Norefjell 0120833 March 3, 2025 BCI 5TC plus premium, scrubber benefit (1)(2)(3)(7) 14 to 38 months (4) Mount Ita 0120834 January 31, 2026 BCI 5TC plus premium (1) 11 to 14 months Mount Etna 0120835 April 16, 2023 BCI 5TC plus premium, scrubber benefit (1)(2)(3)(7) Until December 31, 2026 (6) Mount Blanc 0120836 June 6, 2023 BCI 5TC plus premium, scrubber benefit (1)(2)(3) Until December 31, 2026 (6) Mount Matterhorn 0120837 July 15, 2023 BCI 5TC plus premium, scrubber benefit (1)(2)(3)(9) 32 to 38 months (9) Mount Neblina 0120838 September 1, 2023 BCI 5TC plus premium, scrubber benefit (1)(2)(3) Until December 31, 2026 (6) Mount Bandeira 0120839 January 8, 2024 BCI 5TC plus premium, scrubber benefit (1)(2)(3) Until December 31, 2026 (6) Mount Hua 0120840 January 10, 2024 BCI 5TC plus premium, scrubber benefit (1)(2)(3)(7) Until December 31, 2026 (6) Mount Elbrus 0120841 January 4, 2026 $30,000 (8) Until June 30, 2026 (8) Mount Denali 0120842 April 21, 2024 BCI 5TC plus premium, scrubber benefit (1)(2)(3)(7) Until December 31, 2026 (6) Mount Aconcagua 0120843 June 8, 2024 BCI 5TC plus premium, scrubber benefit (1)(2)(3) 22 to 26 months (5) Mount Emai 0120844 June 15, 2024 BCI 5TC plus premium, scrubber benefit (1)(2)(3) 23 to 27 months (5) ________________ (1) Revenues are based on the Baltic 5TC Capesize Index published by the Baltic Exchange plus a premium which varies depending on the terms of each charter.
In 2024, two vessels bunkered with LNG for a portion of the year. Currently, LNG is not economical to use at current LNG market prices; however, this could change in the future considering the volatility of the LNG market prices.
In 2025, none of our vessels bunkered with LNG. In 2024, two vessels bunkered with LNG for a portion of the year. Currently, LNG is not economical to use at current LNG market prices; however, this could change in the future considering the volatility of the LNG market prices.
Approximately 100 Capesize vessels are 20 years old or older as of January 2025, and the average fleet age is increasing. Environmental and Other Regulation Governmental regulation and other regulations significantly affect the ownership and operation of our fleet. See “Item 4. Information on the Company—B. Business Overview” for additional information.
Approximately 135 Capesize vessels are 20 years old or older as of January 2026, and the average fleet age is increasing. Environmental and Other Regulation Governmental regulation and other regulations significantly affect the ownership and operation of our fleet. See “Item 4. Information on the Company—B. Business Overview” for additional information.
While the number of vessels in our fleet that participate in the time charter market will vary from time to time depending on whether the option is exercised or not, we anticipate that a significant portion of our fleet will continue to operate on index-linked time charters and all of our vessels are currently on index-linked time charters pursuant to charter agreements.
While the number of vessels in our fleet that participate in the time charter market will vary from time to time depending on whether the option is exercised or not, we anticipate that a significant portion of our fleet will continue to operate on index-linked time charters as eleven of our vessels are currently on index-linked time charters pursuant to charter agreements.
Further to the above, the Hong Kong International Convention for the Safe and Environmentally Sound Recycling of Ships, 2009 (the “Hong Kong Convention”), which applies to ships above 500 gross tonnage (“GT”), will enter into force on June 26, 2025. Under the Hong Kong Convention, ships must develop and maintain onboard an inventory of hazardous materials.
Further to the above, the Hong Kong International Convention for the Safe and Environmentally Sound Recycling of Ships, 2009 (the “Hong Kong Convention”), which applies to ships above 500 gross tonnage (“GT”), entered into force on June 26, 2025. Under the Hong Kong Convention, ships must maintain onboard an inventory of hazardous materials.
Additionally, at MEPC 73, amendments to Annex VI were adopted and took effect March 1, 2020 to prohibit the carriage of bunker above 0.5% sulfur on ships with the exception of vessels fitted with “Exhaust Gas Cleaning System” (EGCS), or scrubbers, which can operate using fuel of higher sulfur content. These regulations subject ocean-going vessels to stringent emissions controls.
Additionally, at MEPC 73, amendments to Annex VI were adopted and took effect March 1, 2020 to prohibit the carriage of bunker above 0.5% sulfur on ships with the exception of vessels fitted with Exhaust Gas Cleaning System (“EGCS”), or scrubbers, which can operate using fuel of higher sulfur content. These regulations subject ocean-going vessels to stringent emissions controls.
Our vessels maintain such certificates. 45 Anti-Fouling Requirements In 2001, the IMO adopted the International Convention on the Control of Harmful Anti-fouling Systems on Ships, or the “Anti-fouling Convention.” The Anti-fouling Convention, which entered into force on September 17, 2008, prohibits the use of organotin compound coatings to prevent the attachment of mollusks and other sea life to the hulls of vessels.
Anti-Fouling Requirements In 2001, the IMO adopted the International Convention on the Control of Harmful Anti-fouling Systems on Ships, or the “Anti-fouling Convention.” The Anti-fouling Convention, which entered into force on September 17, 2008, prohibits the use of organotin compound coatings to prevent the attachment of mollusks and other sea life to the hulls of vessels.
Additional Features of our vessels Environmental Savings A Newcastlemax dry bulk vessel is also expected to be more environmentally friendly than a 180k dwt 2014/15-built Capesize vessel, with 43% lower CO2 mT per day (78 mT for a Himalaya Newcastlemax LNG propelled vessel versus a 138 mT for a Capesize vessel). 36 LNG Prices and Seasonality LNG might not always be economical to use for dual fuel vessels at certain market prices.
A Newcastlemax dry bulk vessel is also expected to be more environmentally friendly than a 180k dwt 2014/15-built Capesize vessel, with 43% lower CO2 mT per day (78 mT for a Himalaya Newcastlemax LNG propelled vessel versus a 138 mT for a Capesize vessel). 36 LNG Prices and Seasonality LNG might not always be economical to use for dual fuel vessels at certain market prices.
In jurisdictions, such as the United States where the Bunker Convention has not been adopted, various legislative schemes or common law govern, and liability is imposed either on the basis of fault or on a strict-liability basis.
In jurisdictions, such as the United States where the Bunker Convention has not been adopted, various legislative schemes or common law govern, and liability is imposed either on the basis of fault or on a strict-liability basis. Our vessels maintain such certificates.
The members of our management team (contracted to us from 2020 Bulkers Management) have held leadership positions at prominent dry bulk companies, including Golden Ocean Group Limited, 2020 Bulkers Ltd., Torvald Klaveness Group, Star Bulk Norway AS, among others, and have long-term relationships with companies in the industry which have assisted, and continue to assist, in our development.
The members of our management team (contracted to us from 2020 Bulkers Management) have held leadership positions at prominent dry bulk companies, including Golden Ocean Group Limited, 2020 Bulkers Ltd., Western Bulk Chartering AS, among others, and have long-term relationships with companies in the industry which have assisted, and continue to assist, in our development.
Only about 146 large bulk carriers are due for delivery prior to 2028 and we expect a significant number of vessels to be due for dry docking in the next couple of years.
Only about 231 large bulk carriers are due for delivery prior to 2030 and we expect a significant number of vessels to be due for dry docking in the next couple of years.
This additional cost primarily relates to an increase of the size of the Low Sulphur Fuel Oil (LSFO)/Marine Gas Oil (MGO) tanks on each vessel to 4,750 cbm, in order to increase flexibility in trading of the ships.
This additional cost primarily related to an increase of the size of the Low Sulphur Fuel Oil (LSFO)/Marine Gas Oil (MGO) tanks on each vessel to 4,750 cbm, which were installed in order to increase flexibility in trading of the ships.
We compete for charters on the basis of price, vessel location, size, age and condition of the vessel, as well as on our reputation and that of our manager. We compete primarily with other independent and state-owned dry bulk vessel-owners. Ownership of dry bulk vessels is highly fragmented.
We compete for charters on the basis of price, vessel location, size, age and condition of the vessel, as well as on our reputation and that of our manager. We compete primarily with other independent and state-owned dry bulk vessel-owners.
Employment of Our Fleet As of March 20, 2025, all of our vessels are in operation. We have index-linked time charter agreements for all 12 vessels with certain rights to convert the time charter to fixed rates from time to time.
Employment of Our Fleet As of March 5, 2026, all of our vessels are in operation. We have index-linked time charter agreements for 11 of our 12 vessels with certain rights to convert the time charter to fixed rates from time to time.
The draft amendments introduced at MEPC 75 were adopted at the MEPC 76 session held in June 2021 and entered into force on November 1, 2022, with the requirements for EEXI and CII certification having entered into effect from January 1, 2023.
The draft amendments introduced at MEPC 75 were adopted at the MEPC 76 session held in June 2021 and entered into force on November 1, 2022, with the requirements for EEXI and CII certification having entered into effect from January 1, 2023. A review of the measures is underway.
Annex VI was separately adopted by the IMO in September of 1997; new emissions standards, titled IMO-2020, took effect on January 1, 2020, and new amendments to Annex VI, relating to carbon intensity and energy efficiency, took effect on January 1, 2023.
Annex VI was separately adopted by the IMO in September of 1997; new emissions standards, titled IMO-2020, took effect on January 1, 2020, and new amendments to Annex VI, relating to carbon intensity and energy efficiency, took effect on January 1, 2023. Air Emissions In September 1997, the IMO adopted Annex VI to MARPOL to address air pollution from vessels.
(4) Extension options for 11 to 13 months which may be exercised by the charterer prior to the redelivery date of the vessels. (5) In October 2023, charter terms for these vessels were extended to December 31, 2026, with an evergreen structure thereafter with a minimum six-month notice period for either party to terminate.
(5) Extension options for 11 to 13 months which may be exercised by the charterer prior to the redelivery date of the vessels. (6) Charter terms for these vessels expire on December 31, 2026, with an evergreen structure thereafter with a minimum six-month notice period for either party to terminate.
The Simandou project in Guinea is reported to be advancing, with the first shipment being expected in 2025 with an expected 24-month ramp-up to 60 million tons per annum for phase 1, and an additional 60 million tons per annum for phase 2.
The Simandou project in Guinea is reported to be advancing at a good pace, with the first shipment executed in November 2025 and an expected 24-month ramp-up to 60 million tons per annum for phase 1, and an additional 60 million tons per annum for phase 2.
Each delivery installment was increased as a consequence of variation orders under the Shipbuilding Contracts, which amounted to approximately $0.6 million per vessel.
The purchase price for each vessel was increased as a consequence of variation orders under the Shipbuilding Contracts, which amounted to approximately $0.6 million per vessel.
The various requirements, some of which are found in the SOLAS Convention, include, for example, on-board installation of automatic identification systems to provide a means for the automatic transmission of safety-related information from among similarly equipped ships and shore stations, including (i) information on a ship’s identity, position, course, speed and navigational status; (ii) on-board installation of ship security alert systems, which do not sound on the vessel but only alert the authorities on shore; (iii) the development of vessel security plans; (iv) ship identification number to be permanently marked on a vessel’s hull; (v) a continuous synopsis record kept on-board showing a vessel’s history including the name of the ship, the state whose flag the ship is entitled to fly, the date on which the ship was registered with that state, the ship’s identification number, the port at which the ship is registered and the name of the registered owner(s) and their registered address; and (vi) compliance with flag state security certification requirements.
The various requirements, some of which are found in the SOLAS Convention, include, for example, on-board installation of automatic identification systems to provide a means for the automatic transmission of safety-related information from among similarly equipped ships and shore stations, including (i) information on a ship’s identity, position, course, speed and navigational status; (ii) on-board installation of ship security alert systems, which do not sound on the vessel but only alert the authorities on shore; (iii) the development of vessel security plans; (iv) ship identification number to be permanently marked on a vessel’s hull; (v) a continuous synopsis record kept on-board showing a vessel’s history including the name of the ship, the state whose flag the ship is entitled to fly, the date on which the ship was registered with that state, the ship’s identification number, the port at which the ship is registered and the name of the registered owner(s) and their registered address; and (vi) compliance with flag state security certification requirements. 50 The USCG regulations, intended to align with international maritime security standards, exempt non-U.S. vessels from MTSA vessel security measures, provided such vessels have on board a valid ISSC that attests to the vessel’s compliance with the SOLAS Convention security requirements and the ISPS Code.
As of March 20, 2025, index-linked charters for two vessels have been converted to fixed rate charters from April 1, 2025 to December 31, 2025. Once the fixed charter periods end, the vessels will resume their index-linked time charters. The table below sets forth information about our vessel charters as of March 20, 2025: 33 Vessel Name Hull No.
As of March 5, 2026, index-linked charters for four vessels have been converted to fixed rate charters from January 1, 2026 to March 31, 2026. Once the fixed charter periods end, the vessels will resume their index-linked time charters. The table below sets forth information about our vessel charters as of March 5, 2026: 33 Vessel Name Hull No.
Dividend Policy In 2024, the Company declared cash distributions totaling $0.48 per share. It is the Company’s intention to pay a regular dividend in support of our main objective which is to provide significant returns to our shareholders.
Dividend Policy In 2025, the Company declared cash distributions totaling $0.57 per share. It is the Company’s intention to pay regular dividends and cash distributions in support of our main objective which is to provide significant returns to our shareholders.
Additionally, MEPC 75 adopted amendments to MARPOL Annex VI which brought forward the effective date of the EEDI’s “phase 3” requirements from January 1, 2025 to April 1, 2022 for several ship types, including gas carriers, general cargo ships, and LNG carriers.
Additionally, MEPC 75 adopted amendments to MARPOL Annex VI which brought forward the effective date of the EEDI’s “phase 3” requirements from January 1, 2025 to April 1, 2022 for several ship types, including gas carriers, general cargo ships, and LNG carriers. 42 MEPC 75 also introduced draft amendments to Annex VI which impose new regulations to reduce greenhouse gas emissions from ships.
The ISPS Code is designed to enhance the security of ports and ships against terrorism. To trade internationally, a vessel must obtain an International Ship Security Certificate (“ISSC”) from a recognized security organization approved by the vessel’s flag state. Ships operating without a valid certificate may be detained, expelled from, or refused entry at port until they obtain an ISSC.
To trade internationally, a vessel must obtain an International Ship Security Certificate (“ISSC”) from a recognized security organization approved by the vessel’s flag state. Ships operating without a valid certificate may be detained, expelled from, or refused entry at port until they obtain an ISSC.
Liquidity and Capital Resources—Financing Arrangements” for details of these Financing Arrangements. 34 Our Competitive Strengths High quality fleet of vessels delivered in 2023 and 2024 Our fleet consists of 12 dual fuel Newcastlemax dry bulk vessels, all of which are in operation.
See “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Financing Arrangements” for details of these Financing Arrangements. Our Competitive Strengths High quality fleet of vessels delivered in 2023 and 2024 Our fleet consists of 12 dual fuel Newcastlemax dry bulk vessels, all of which are in operation.
We have a young fleet with an average age of one year as of December 31, 2024, compared to the average age of the Capesize fleet, which is 11 years.
We have a young fleet with an average age of 2.2 years as of December 31, 2025, compared to the average age of the Capesize fleet, which is 11.5 years.
Air Emissions In September of 1997, the IMO adopted Annex VI to MARPOL to address air pollution from vessels. Effective May 2005, Annex VI sets limits on sulfur oxide and nitrogen oxide emissions from all commercial vessel exhausts and prohibits “deliberate emissions” of ozone depleting substances (such as halons and chlorofluorocarbons), emissions from the shipboard incineration of specific substances.
Effective May 2005, Annex VI sets limits on sulfur oxide and nitrogen oxide emissions from all commercial vessel exhausts and prohibits “deliberate emissions” of ozone depleting substances (such as halons and chlorofluorocarbons), emissions from the shipboard incineration of specific substances.
The SOLAS Convention regulation II-1/3-10 on goal-based ship construction standards for bulk carriers and oil tankers, which entered into force on January 1, 2012, requires that all oil tankers and bulk carriers of 150 meters in length and above, for which the shipbuilding contract is placed on or after July 1, 2016, satisfy applicable structural requirements conforming to the functional requirements of the International Goal-based Ship Construction Standards for Bulk Carriers and Oil Tankers.
The SOLAS Convention regulation II-1/3-10 on goal-based ship construction standards for bulk carriers and oil tankers, which entered into force on January 1, 2012, requires that all oil tankers and bulk carriers of 150 meters in length and above, for which the shipbuilding contract is placed on or after July 1, 2016, satisfy applicable structural requirements conforming to the functional requirements of the International Goal-based Ship Construction Standards for Bulk Carriers and Oil Tankers. 43 Amendments to the SOLAS Convention Chapter VII apply to vessels transporting dangerous goods and require those vessels be in compliance with the International Maritime Dangerous Goods Code (“IMDG Code”).
As of March 20, 2025, index-linked charters for two vessels have been converted to fixed rate charters from April 1, 2025 to December 31, 2025. Charter periods under the time charter agreements are between 14 to 38 months, plus certain extension options.
As of March 5, 2026, index-linked charters for four vessels have been converted to fixed rate charters from January 1, 2026 to March 31, 2026. Charter periods under the time charter agreements are between 11 to 38 months, plus certain extension options.
This includes third-party liability and other related expenses resulting from the injury or death of crew, passengers 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.
This includes third-party liability and other related expenses resulting from the injury or death of crew, passengers 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. 39 Protection and indemnity insurance is a form of mutual indemnity insurance, extended by protection and indemnity mutual associations (“P&I Clubs”).
Supplemental calls, if any, are expensed when they are announced and according to the period they relate to. Loss of Hire Insurance We carry a loss of hire insurance for our fleet of $25,000 per day, with a deductible of 14 days.
Supplemental calls, if any, are expensed when they are announced and according to the period they relate to. Loss of Hire Insurance We currently carry a loss of hire insurance for our fleet of $30,000 per day, with a deductible of 14 days. The loss of hire insurance values are reviewed at least quarterly and adjusted to reflect market rates.
Upon delivery of our vessels, we intend to comply with the various security measures addressed by MTSA, the SOLAS Convention and the ISPS Code.
Future security measures could have a significant financial impact on us. Upon delivery of our vessels, we intend to comply with the various security measures addressed by MTSA, the SOLAS Convention and the ISPS Code.
About 23% of the total Capesize fleet, ranging from 159k dwt to 211k dwt, are due for dry dock or special surveys in 2025 compared to 13.6% in 2024. Based on the orderbook, the fleet is scheduled to have a growth of approximately 2.2% in 2025, adjusting for the upcoming dry dock schedule.
About 28% of the total Capesize fleet, ranging from 100k dwt to 211k dwt, are due for dry dock or special surveys in 2026 compared to an average of 17% in the previous five years. Based on the orderbook, the fleet is scheduled to have a growth of approximately 2.7% in 2026, adjusting for the upcoming dry dock schedule.
Protection and indemnity insurance is a form of mutual indemnity insurance, extended by protection and indemnity mutual associations (“P&I Clubs”). Our current P&I insurance is provided by P&I Clubs that are members of the International Group of Protection and Indemnity Clubs.
Our current P&I insurance is provided by P&I Clubs that are members of the International Group of Protection and Indemnity Clubs (“International Group”).
Finally, we are subject, to laws, directives, decisions and orders in various countries around the world that prohibit or restrict trade with certain countries, individuals and entities. 41 International Maritime Organization The International Maritime Organization, the United Nations agency for maritime safety and the prevention of pollution by vessels (the “IMO”), has adopted the International Convention for the Prevention of Pollution from Ships, 1973, as modified by the Protocol of 1978 relating thereto, collectively referred to as MARPOL 73/78 and herein as “MARPOL,” the International Convention for the Safety of Life at Sea of 1974 (“SOLAS Convention”), and the International Convention on Load Lines of 1966 (the “LL Convention”).
International Maritime Organization The International Maritime Organization, the United Nations agency for maritime safety and the prevention of pollution by vessels (the “IMO”), has adopted the International Convention for the Prevention of Pollution from Ships, 1973, as modified by the Protocol of 1978 relating thereto, collectively referred to as MARPOL 73/78 and herein as “MARPOL,” the International Convention for the Safety of Life at Sea of 1974 (“SOLAS Convention”), and the International Convention on Load Lines of 1966 (the “LL Convention”).
Caribbean Sea ECAs designed for the control of NOx produced by vessels with a marine diesel engine installed and constructed on or after January 1, 2016. Tier III requirements could apply to areas that will be designated for Tier III NOx in the future.
Under the amendments, Tier III NOx standards apply to ships that operate in the North American and U.S. Caribbean Sea ECAs designed for the control of NOx produced by vessels with a marine diesel engine installed and constructed on or after January 1, 2016.
The limitation on liability similarly does not apply if the responsible party fails or refuses to (i) report the incident as required by law where the responsible party knows or has reason to know of the incident; (ii) reasonably cooperate and assist as requested in connection with oil removal activities; or (iii) without sufficient cause, comply with an order issued under the Federal Water Pollution Act (Section 311, (e)) or the Intervention on the High Seas Act.
The limitation on liability similarly does not apply if the responsible party fails or refuses to (i) report the incident as required by law where the responsible party knows or has reason to know of the incident; (ii) reasonably cooperate and assist as requested in connection with oil removal activities; or (iii) without sufficient cause, comply with an order issued under the Federal Water Pollution Act (Section 311, (e)) or the Intervention on the High Seas Act. 46 CERCLA contains a similar liability regime whereby owners and operators of vessels are liable for cleanup, removal and remedial costs, as well as damages for injury to, or destruction or loss of, natural resources, including the reasonable costs associated with assessing the same, and health assessments or health effects studies.
Current newbuilding costs for a dual-fuel Newcastlemax in China are believed to be approximately $95 million. 38 We continue to see potential upside to the future development in the Capesize market from current levels in the event of continued strong exports of iron ore and bauxite from Brazil and West Africa.
We continue to see potential upside to the future development in the Capesize market from current levels in the event of continued strong exports of iron ore and bauxite from Brazil and West Africa.
Regulation (EU) 2015/757 of the European Parliament and of the Council of 29 April 2015 (amending EU Directive 2009/16/EC) governs the monitoring, reporting and verification of carbon dioxide emissions from maritime transport, and, subject to some exclusions, requires companies with ships over 5,000 gross tonnage to monitor and report carbon dioxide emissions annually, which may cause us to incur additional expenses.
Regulation (EU) 2015/757 of the European Parliament and of the Council of 29 April 2015 (amending EU Directive 2009/16/EC) governs the monitoring, reporting and verification of carbon dioxide emissions from maritime transport, and, subject to some exclusions, requires companies with ships over 5,000 gross tonnage to monitor and report carbon dioxide emissions annually, which may cause us to incur additional expenses. 48 The European Union has adopted several regulations and directives requiring, among other things, more frequent inspections of high-risk ships, as determined by type, age, and flag as well as the number of times the ship has been detained.
Our relevant competitors are owners of very large ore carriers, Newcastlemax and Capesize vessels, owning a total of around 2,034 vessels as of March 20, 2025. The current Capesize orderbook stands at approximately 7.2% for vessels larger than 100,000 dwt.
Ownership of dry bulk vessels is highly fragmented. 37 Our relevant competitors are owners of very large ore carriers, Newcastlemax and Capesize vessels, owning a total of around 2,057 vessels in February 2026. The current Capesize orderbook stands at approximately 11% for vessels larger than 100,000 dwt.
The initial strategy notes that technological innovation, alternative fuels and/or energy sources for international shipping will be integral to achieve the overall ambition. These regulations could cause us to incur additional substantial expenses. The EU made a unilateral commitment to reduce overall greenhouse gas emissions from its member states from 20% of 1990 levels by 2020.
The initial strategy notes that technological innovation, alternative fuels and/or energy sources for international shipping will be integral to achieve the overall ambition. These regulations could cause us to incur additional substantial expenses.
Proceeds from the equity offerings were used to fund acquisitions of vessels on order, repayment of indebtedness, funding our working capital needs and general corporate purposes.
Proceeds from the equity offerings were used to fund acquisitions of vessels on order, repayment of indebtedness, funding our working capital needs and general corporate purposes. In March 2025, we raised gross proceeds of approximately $15 million in a private placement, which was used for general corporate purposes.
In addition, not all risks can be insured and our coverage may not be sufficient or available to cover losses we may experience, and there can be no guarantee that any specific claim will be paid, or that we will in the future be able to obtain adequate insurance coverage at reasonable rates. 39 Hull & Machinery and War Risks Insurance We maintain hull and machinery marine risks insurance and hull and machinery war risks insurance on vessels, which cover loss of or damage to a ship due to marine perils such fire or lightning, and loss of or damage to a ship due to war perils such as acts of war, terrorism or piracy.
In addition, not all risks can be insured and our coverage may not be sufficient or available to cover losses we may experience, and there can be no guarantee that any specific claim will be paid, or that we will in the future be able to obtain adequate insurance coverage at reasonable rates.
The BMA has given its consent for the issue and free transferability of all of the common shares to and between non-residents of Bermuda for exchange control purposes, provided our common shares remain listed on an appointed stock exchange, which includes NYSE.
We have received a general permission from the BMA to issue any unissued common shares, and for the free transferability of our common shares to and between non-residents of Bermuda for exchange control purposes, provided that our common shares remain listed on an approved stock exchange, which includes the NYSE.
MEPC 75 also introduced draft amendments to Annex VI which impose new regulations to reduce greenhouse gas emissions from ships. These amendments introduce requirements to assess and measure the energy efficiency of all ships and set the required attainment values, with the goal of reducing the carbon intensity of international shipping.
These amendments introduce requirements to assess and measure the energy efficiency of all ships and set the required attainment values, with the goal of reducing the carbon intensity of international shipping.
The 2015 United Nations Climate Change Conference in Paris resulted in the Paris Agreement, which entered into force on November 4, 2016 and does not directly limit greenhouse gas emissions from ships.
The 2015 United Nations Climate Change Conference in Paris resulted in the Paris Agreement, which entered into force on November 4, 2016 and does not directly limit greenhouse gas emissions from ships. 49 At MEPC 70 and MEPC 71, a draft outline of the structure of the initial strategy for developing a comprehensive IMO strategy on reduction of greenhouse gas emissions from ships was approved.

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Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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The principal factors which affect our results of operations include: • the earnings from our vessels; • vessel operating expenses; • voyage commissions; • administrative expenses; • depreciation; and • interest expense under our Sale and Leaseback Agreements. Factors affecting our revenues Factors affecting our revenues include number of vessels in operation, operating days and Baltic Capesize rates.
The principal factors which affect our results of operations include: • the earnings from our vessels; • vessel operating expenses; • voyage commissions; • administrative expenses; • depreciation; and • interest expense under our Sale and Leaseback Agreements. Factors affecting our revenues Factors affecting our revenues include the number of vessels in operation, operating days and Baltic Capesize rates.
Third Anniversary Fourth Anniversary Fifth Anniversary Sixth Anniversary Seventh Anniversary Mount Norefjell 0120833 $56,934,360 $54,492,480 $52,050,600 $49,608,720 $47,166,840 Mount Ita 0120834 $56,934,360 $54,492,480 $52,050,600 $49,608,720 $47,166,840 Mount Etna 0120835 $56,934,360 $54,492,480 $52,050,600 $49,608,720 $47,166,840 Mount Blanc 0120836 $56,934,360 $54,492,480 $52,050,600 $49,608,720 $47,166,840 Mount Matterhorn 0120837 $56,000,000 $54,000,000 $51,000,000 $48,000,000 $46,000,000 Mount Neblina 0120838 $56,000,000 $54,000,000 $51,000,000 $48,000,000 $46,000,000 Mount Bandeira 0120839 $56,000,000 $54,000,000 $51,000,000 $48,000,000 $46,000,000 Mount Hua 0120840 $56,000,000 $54,000,000 $51,000,000 $48,000,000 $46,000,000 Mount Elbrus 0120841 $56,000,000 $54,000,000 $51,000,000 $48,000,000 $46,000,000 Mount Denali 0120842 $56,000,000 $54,000,000 $51,000,000 $48,000,000 $46,000,000 Mount Aconcagua 0120843 $56,000,000 $54,000,000 $51,000,000 $48,000,000 $46,000,000 Mount Emai 0120844 $56,000,000 $54,000,000 $51,000,000 $48,000,000 $46,000,000 Pursuant to the Avic Leasing, if we do not exercise our option to purchase our vessels at the latest of the seventh anniversary date of the relevant vessel’s delivery to us, we are required to pay to Avic, on such date, $25 million per vessel for which the option was not exercised on such date.
Third Anniversary Fourth Anniversary Fifth Anniversary Sixth Anniversary Seventh Anniversary Mount Norefjell 0120833 $56,934,360 $54,492,480 $52,050,600 $49,608,720 $47,166,840 Mount Ita 0120834 $56,934,360 $54,492,480 $52,050,600 $49,608,720 $47,166,840 Mount Etna 0120835 $56,934,360 $54,492,480 $52,050,600 $49,608,720 $47,166,840 Mount Blanc 0120836 $56,934,360 $54,492,480 $52,050,600 $49,608,720 $47,166,840 Mount Matterhorn 0120837 $56,000,000 $54,000,000 $51,000,000 $48,000,000 $46,000,000 Mount Neblina 0120838 $56,000,000 $54,000,000 $51,000,000 $48,000,000 $46,000,000 Mount Bandeira 0120839 $56,000,000 $54,000,000 $51,000,000 $48,000,000 $46,000,000 Mount Hua 0120840 $56,000,000 $54,000,000 $51,000,000 $48,000,000 $46,000,000 Mount Elbrus 0120841 $56,000,000 $54,000,000 $51,000,000 $48,000,000 $46,000,000 Mount Denali 0120842 $56,000,000 $54,000,000 $51,000,000 $48,000,000 $46,000,000 Mount Aconcagua 0120843 $56,000,000 $54,000,000 $51,000,000 $48,000,000 $46,000,000 Mount Emai 0120844 $56,000,000 $54,000,000 $51,000,000 $48,000,000 $46,000,000 62 Pursuant to the Avic Leasing, if we do not exercise our option to purchase our vessels at the latest of the seventh anniversary date of the relevant vessel’s delivery to us, we are required to pay to Avic, on such date, $25 million per vessel for which the option was not exercised on such date.
Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Financing Arrangements—Sale and Leaseback Agreements—Purchase Options”). 61 We have provided security and guarantees for the financing from the Avic Leasing, including a parent company guarantee from Himalaya Shipping, account pledges over the related subsidiaries’ bank accounts and a share pledge over the shares in each related subsidiary.
Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Financing Arrangements—Sale and Leaseback Agreements—Purchase Options”). We have provided security and guarantees for the financing from the Avic Leasing, including a parent company guarantee from Himalaya Shipping, account pledges over the related subsidiaries’ bank accounts and a share pledge over the shares in each related subsidiary.
Drew Holdings Revolving Credit Facility In December 2022, Drew Holdings has provided us with an unsecured revolving credit facility of $15.0 million, which was available to the Company in tranches if we have no other liquid funds available to meet our working capital requirements.
Drew Holdings Revolving Credit Facility In December 2022, Drew Holdings provided us with an unsecured revolving credit facility of $15.0 million, which was available to the Company in tranches if we have no other liquid funds available to meet our working capital requirements.
GAAP requires us to make estimates and assumptions that affect the amounts reported in our financial statements and accompanying notes. Actual results could differ from those estimates. Recently Issued Accounting Standards See Item 18. Financial Statements: Note 3—“Recently Issued Accounting Standards.”
GAAP requires us to make estimates and assumptions that affect the amounts reported in our financial statements and accompanying notes. Actual results could differ from those estimates. Recently Issued Accounting Standards See Item 18. Financial Statements: Note 3—“Recently Issued Accounting Standards.” 65
Our cash and cash equivalents are held in U.S. dollars, Norwegian Kroner and British Pounds. 58 Our short, medium and long-term liquidity requirements relate to funding working capital requirements and lease payments under our Sale and Leaseback Agreements.
Our cash and cash equivalents are held in U.S. dollars, Norwegian Kroner and British Pounds. Our short, medium and long-term liquidity requirements relate to funding working capital requirements and lease payments under our Sale and Leaseback Agreements.
In December 2023, the Company issued 3,117,143 common shares in a private placement, raising gross proceeds of $17.6 million which were used for general corporate purposes. In March 2025, the Company issued 2,650,000 common shares in a private placement, raising gross proceeds of approximately $15.0 million which will be used for general corporate purposes.
In December 2023, the Company issued 3,117,143 common shares in a private placement, raising gross proceeds of $17.6 million which were used for general corporate purposes. In March 2025, the Company issued 2,650,000 common shares in a private placement, raising gross proceeds of approximately $15.0 million which were used for general corporate purposes.
During the year ended December 31, 2024, we considered whether indicators of impairment existed that could indicate that the carrying amounts of our vessels may not be recoverable as of December 31, 2024 and concluded that no such indicators existed. We may also incur losses from uncollectible receivables.
During the year ended December 31, 2025, we considered whether indicators of impairment existed that could indicate that the carrying amounts of our vessels may not be recoverable as of December 31, 2025 and concluded that no such indicators existed. We may also incur losses from uncollectible receivables.
We believe that the estimates, assumptions and judgements involved in the accounting policies described below have the greatest potential impact on our financial statements. For a discussion of our accounting policies, see Note 2—“Basis of Preparation and Significant Accounting Policies” to our Consolidated Financial Statements.
We believe that the estimates, assumptions and judgments involved in the accounting policies described below have the greatest potential impact on our financial statements. For a discussion of our accounting policies, see Note 2—“Basis of Preparation and Significant Accounting Policies” to our Consolidated Financial Statements.
Partially offset by: • payment of deferred fees to other third parties such as lawyers and brokers of $2.3 million; • repayments of long-term debt of $21.2 million, comprising of (i) payments of installments on the sale leaseback financing with AVIC of $9.9 million, (ii) payments of installments on the sale leaseback financing with CCBFL of $8.4 million, and (iii) payments of installments on the sale leaseback financing with Jiangsu of $2.9 million; and • payment of cash distributions of $20.6 million.
These inflows were partially offset by: • payment of deferred fees to other third parties such as lawyers and brokers of $2.3 million; • repayments of long-term debt of $21.2 million, comprising of (i) payments of installments on the sale leaseback financing with AVIC of $9.9 million, (ii) payments of installments on the sale leaseback financing with CCBFL of $8.4 million, and (iii) payments of installments on the sale leaseback financing with Jiangsu of $2.9 million; and • payment of cash distributions of $20.6 million.
Accordingly, we have not recorded an impairment charge during the year ended December 31, 2024. We received appraised valuations from third-party ship brokers, which is commonly used and accepted by our counterparties to the Sale and Leaseback Agreements. The determination of the estimated market values may involve considerable judgment.
Accordingly, we have not recorded an impairment charge during the years ended December 31, 2025 and 2024. We received appraised valuations from third-party ship brokers, which is commonly used and accepted by our counterparties to the Sale and Leaseback Agreements. The determination of the estimated market values may involve considerable judgment.
All of the vessels in our fleet are currently employed on index-linked rate time charter contracts and future rates on the Capesize Index published by the Baltic Exchange will significantly impact the level of our revenues in the future.
Most of the vessels in our fleet are currently employed on index-linked rate time charter contracts, and future rates on the Capesize Index published by the Baltic Exchange will significantly impact the level of our revenues in the future.
As of March 20, 2025, the Company is required to maintain a total minimum cash balance of $3.0 million in the subsidiaries that lease “Mount Bandeira” and “Mount Hua.” Purchase Options Under the Sale and Leaseback Agreements, we have options to purchase each vessel starting on the third anniversary until the seventh anniversary of such vessel’s delivery to us, at the following pre-determined, amortizing purchase prices: Vessel name Hull No.
As of March 5, 2026, the Company is required to maintain a total minimum cash balance of $3.0 million in the subsidiaries that lease “Mount Bandeira” and “Mount Hua.” Purchase Options Under the Sale and Leaseback Agreements, we have options to purchase each vessel starting on the third anniversary until the seventh anniversary of such vessel’s delivery to us, at the following pre-determined, amortizing purchase prices: Vessel name Hull No.
Vessel operating costs are the direct costs associated with running a vessel and include crew costs, vessel supplies, repairs and maintenance, dry dockings, lubricating oils, insurance and management fees. The majority of our general and administrative costs related to legal and advisory fees, management fees, expenses relating to our listing on NYSE and Euronext Expand.
Vessel operating costs are the direct costs associated with running a vessel and include crew costs, vessel supplies, repairs and maintenance, dry dockings, lubricating oils, insurance and management fees. The majority of our general and administrative costs related to legal and advisory fees, management fees, expenses relating to our listing on NYSE and Euronext Oslo Bors.
Set forth below is an overview of our Sale and Leaseback Agreements. The aggregate amount of lease payments under the lease agreements for all our vessels is approximately $76.2 million per year. Avic Leasing Arrangements For the four vessels under the 1-4 Shipbuilding Contracts, we entered into agreements with Avic International Leasing Co.
Set forth below is an overview of our Sale and Leaseback Agreements. The aggregate amount of lease payments under the lease agreements for all our vessels is approximately $72.6 million per year. Avic Leasing Arrangements For the four vessels under the 1-4 Shipbuilding Contracts, we entered into agreements with Avic International Leasing Co.
Upon delivery, each vessel was sold to an SPV owned by the Leasing Providers, and each SPV has agreed to charter back the vessels back, under bareboat charters, which we have the absolute obligation to pay the hire rates irrespective of any contingency (the Hell or High Water Terms).
Upon delivery, each vessel was sold to an SPV owned by the Leasing Providers, and each SPV has agreed to charter back the vessels back, under bareboat charters, which we have the absolute obligation to pay the hire rates irrespective of any contingency (“Hell or High Water Terms”).
As of December 31, 2024, we were in compliance with all of our covenants in each of our Financing Arrangements to the extent applicable.
As of December 31, 2025, we were in compliance with all of our covenants in each of our Financing Arrangements to the extent applicable.
We started depreciating the cost of vessels we own or have recorded on the balance sheet in failed sale leaseback transactions, less their estimated residual value, over their estimated useful life on a straight-line basis. No charge is made for depreciation of vessels under construction until they are delivered.
We depreciate the cost of vessels we have recorded on the balance sheet in failed sale leaseback transactions, less their estimated residual value, over their estimated useful life on a straight-line basis. No charge is made for depreciation of vessels under construction until they are delivered.
IPO in 2023, we started incurring direct, incremental general and administrative expenses as a result of our being a publicly traded company in the United States. We may incur impairment losses in the future.
IPO in 2023, we incur incremental general and administrative expenses as a result of our being a publicly traded company in the United States. 54 We may incur impairment losses in the future.
Liquidity and Capital Resources We operate in a capital-intensive industry and have substantially financed our purchase of newbuildings through a combination of equity capital and, sale and leaseback financing. Since the delivery of our vessels, we have financed our working capital requirements from cash generated from operations and our Drew Holdings RCF.
Liquidity and Capital Resources We operate in a capital-intensive industry and have primarily financed our newbuildings through a combination of equity capital and sale and leaseback financing. Since the delivery of our vessels, we have funded our working capital requirements from cash generated by operations, equity raises and our Drew Holdings RCF.
Operating and Financial Review and Prospects A. Operating Results — Results of Operations for the Years Ended December 31, 2023 and 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 27, 2024. B.
Operating and Financial Review and Prospects A. Operating Results — Results of Operations for the Years Ended December 31, 2024 and 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 26, 2025. B.
Contractual Obligations The following table sets forth our contractual obligations for the periods indicated as at December 31, 2024: (in millions of $) Total obligation Due in 2025 Due in 2026 - 2027 Due in 2028 - 2029 Due Thereafter Financing Bareboat charters for vessels (1) 982.6 72.5 145.1 145.3 619.7 Repayment of scrubber financing including interest commitments (2) 3.5 3.1 0.4 — — 986.1 75.6 145.5 145.3 619.7 (1) This includes repayment of loan principal under the sale and leaseback agreements and related interest..
Contractual Obligations The following table sets forth our contractual obligations for the periods indicated as at December 31, 2025: 63 (in millions of $) Total obligation Due in 2026 Due in 2027 - 2028 Due in 2029 - 2030 Due Thereafter Financing Bareboat charters for vessels (1) 909.1 72.5 145.3 402.4 288.9 Repayment of scrubber financing including interest commitments (2) 0.4 0.4 — — — 909.5 72.9 145.3 402.4 288.9 (1) This includes repayment of loan principal under the sale and leaseback agreements and related interest..
Average vessel operating cost per day is calculated by dividing vessel operating expenses by the number of calendar days the fleet operated in the year. Voyage expenses and commission Voyage expenses and commission increased by $1.1 million in the year ended December 31, 2024.
Average vessel operating cost per day is calculated by dividing vessel operating expenses by the number of calendar days the fleet operated in the year. 56 General and administrative expenses General and administrative expenses decreased by $0.1 million in the year ended December 31, 2025.
On the latter, each relevant subsidiary is, beginning six months from the delivery date of its vessel and throughout the remaining lease period, required to maintain a minimum cash balance in its account equivalent to three months’ charter hire under each applicable CCBFL Leasing, which amounts to approximately $1.5 million.
On the latter, each relevant subsidiary is required to maintain a minimum cash balance in its account equivalent to three months’ charter hire under each applicable CCBFL Leasing, which amounts to approximately $1.5 million.
Factors affecting our costs Operating and general and administrative expenses Since 2023, as the vessels started operations following their deliveries, we incurred operating costs as follows: • vessel operating expenses such as crewing, spares, repairs and maintenance, insurance, stores, lube oils, among others; • vessel management fees; 54 • voyage expenses and commissions; and • depreciation.
Factors affecting our costs Operating and general and administrative expenses We incur operating costs as follows: • vessel operating expenses such as crewing, spares, repairs and maintenance, insurance, stores, lube oils, among others; • vessel management fees; • voyage expenses and commissions; and • depreciation.
Net cash provided by financing activities Net cash provided by financing activities of $251.3 million for the year ended December 31, 2024 is a result of cash generated from: • proceeds from issuance of long-term debt (net of deferred finance charges paid to lender) of $295.5 million, comprised of $196.9 million and $98.6 million drawn down under the sale leaseback financing with CCBFL and Jiangsu, respectively.
These outflows were partially offset by: • net proceeds of $14.8 million from the private placement in March 2025; and • proceeds from share issuance in connection with the exercise of share options of $0.7 million. 59 Net cash provided by financing activities of $251.4 million for the year ended December 31, 2024 is a result of cash generated from: • proceeds from the issuance of long-term debt (net of deferred finance charges paid to lender) of $295.5 million, comprised of $196.9 million and $98.6 million drawn down under the sale leaseback financing with CCBFL and Jiangsu, respectively.
Liquidity and Capital Resources—Financing Arrangements—Sale and Leaseback Agreements—Purchase Options”).
Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Financing Arrangements—Sale and Leaseback Agreements—Purchase Options”).
If the future net undiscounted cash flows are less than the carrying value of the asset, an impairment loss is recorded equal to the difference between the assets’ carrying value and fair value.
If the future net undiscounted cash flows are less than the carrying value of the asset, an impairment loss is recorded equal to the difference between the assets’ carrying value and fair value. Fair value is estimated based on values achieved for the sale/purchase of similar vessels and appraised valuations.
As of March 20, 2025, the Company is required to maintain a total minimum cash balance of $9.3 million in the subsidiaries that lease “Mount Matterhorn”, “Mount Neblina”, “Mount Elbrus”, “Mount Denali”, “Mount Aconcagua” and “Mount Emai” subject to this financing. 62 The CCFBL Leasing Arrangement has a charter period of 84 consecutive months and contains customary events of termination, which include non-payment, non-compliance with insurance requirement, any misrepresentation, cross default, insolvency and changes that have or are likely to have a material adverse change on Himalayas or our relevant subsidiary’s business, failure to perform its material obligations or undertakings under such arrangement or security documents.
The CCFBL Leasing Arrangement has a charter period of 84 consecutive months and contains customary events of termination, which include non-payment, non-compliance with insurance requirement, any misrepresentation, cross default, insolvency and changes that have or are likely to have a material adverse change on Himalayas or our relevant subsidiary’s business, failure to perform its material obligations or undertakings under such arrangement or security documents.
Fair value is estimated based on values achieved for the sale/purchase of similar vessels and appraised valuations. 65 During the year ended December 31, 2024, we considered whether indicators of impairment existed that could indicate that the carrying amounts of our vessels may not be recoverable as of December 31, 2024 and concluded that no such events have occurred.
During the years ended December 31, 2025 and 2024, we considered whether indicators of impairment existed that could indicate that the carrying amounts of our vessels may not be recoverable as of December 31, 2025 and 2024, and concluded that no such events have occurred.
The total average purchase price, including estimated variation orders, Address Commissions and the cost of scrubbers we installed on each of our vessels was $71.6 million. Pursuant to the Sale and Leaseback Agreements, we received pre-delivery financing at a fixed interest rate of 5% per annum for the third and fourth pre-delivery installments of the Shipbuilding Contracts.
Financing Arrangements Sale and Leaseback Agreements Pursuant to the Shipbuilding Contracts, we acquired 12 vessels for an average purchase price of $69.3 million per vessel. The total average purchase price, including estimated variation orders, Address Commissions and the cost of scrubbers we installed on each of our vessels was $71.6 million.
Additionally, 20% of the entire fleet will be 20 years old by 2028, which is the earliest opportunity for meaningful fleet expansion. Furthermore, 23% of the total Capesize fleet will require drydocking in 2025 due to 5, 10, 15 and 20-year Special Surveys compared to only 13.6% in 2024.
Additionally, by 2028, approximately 14% of the entire fleet will be more than 20 years old, marking the earliest opportunity for significant fleet expansion. Furthermore, approximately 28% of the total Capesize fleet will require drydocking in 2026 due to 5, 10, 15, and 20-year Special Surveys.
Pursuant to the terms of each bareboat charter, we pay a fixed bareboat daily charter hire rate, payable every three months and we have options to purchase each vessel starting on the third anniversary until the seventh anniversary of such vessel’s delivery to us, at a pre-determined, amortizing purchase price (see “Item 5. Operating and Financial Review and Prospects—B.
Accordingly, all vessels delivered by New Times were sold to an CCBFL SPV and immediately thereafter chartered back to us under bareboat charters. 61 Pursuant to the terms of each bareboat charter, we pay in arrears a fixed bareboat daily charter hire rate, payable every three months and we have options to purchase each vessel starting on the third anniversary until the seventh anniversary of such vessel’s delivery to us, at a pre-determined, amortizing purchase price (see “Item 5.
We expect continued volatility in dry bulk market rates for our vessels in the foreseeable future with a consequent effect on our short and medium-term liquidity.
Our ability to generate adequate cash flows in the short and medium term depends substantially on the trading performance of our vessels, which is subject to the cyclical nature of the dry bulk market. We expect continued volatility in dry bulk market rates for our vessels in the foreseeable future with a consequent effect on our short and medium-term liquidity.
The Drew Holdings RCF is an unsecured revolving credit facility, bearing an interest rate of LIBOR for the applicable interest period under the facility, plus a margin of 8% p.a.
The Drew Holdings RCF is an unsecured revolving credit facility, bearing an interest rate of LIBOR for the applicable interest period under the facility, plus a margin of 8% p.a. The Company may select an interest period for each tranche of one, three or six months as specified in each relevant drawdown notice.
The Company may select an interest period for each tranche of one, three or six months as specified in each relevant drawdown notice. 63 Effective December 2023, an addendum to the Drew Holdings RCF was executed, decreasing the maximum amount available under the facility from $15.0 million to $10.0 million, and extending the maturity of the facility from December 31, 2024 to December 31, 2025.
Effective December 2023, an addendum to the Drew Holdings RCF was executed, decreasing the maximum amount available under the facility from $15.0 million to $10.0 million, and extending the maturity of the facility from December 31, 2024 to December 31, 2025.
(2) Our interest commitments on our scrubber financing is calculated based on assumed SOFR rate of 4.49% plus the margin rate and credit spread associated with the financing of the scrubbers on the first 4 vessels. Capital Commitments Following the delivery of the remaining six vessels in 2024, we have no capital commitments as of March 20, 2025. C.
(2) Our interest commitments on our scrubber financing is calculated based on assumed SOFR rate of 3.87% plus the margin rate and credit spread associated with the financing of the scrubbers on the first 4 vessels. Capital Commitments We have no short-term capital commitments as of March 5, 2026. C. Research and Development, Patents and Licenses Not applicable. D.
Pursuant to the terms of each bareboat charter, we pay a fixed bareboat daily charter hire rate plus amortization and interest on the scrubber financing, payable every consecutive three months and we have options to purchase each vessel starting on the third anniversary of such vessel’s delivery to us at a pre-determined, amortizing purchase price (see “Item 5.
In addition, upon delivery of the relevant vessels from New Times, each buyer (a subsidiary of Himalaya Shipping) sold its vessel to a special purpose vehicle (SPV) owned by Avic, and chartered the vessel back to our subsidiaries, on bareboat charters, on Hell and High Water Terms. 60 Pursuant to the terms of each bareboat charter, we pay in advance a fixed bareboat daily charter hire rate plus amortization and interest on the scrubber financing, payable every consecutive three months and we have options to purchase each vessel starting on the third anniversary of such vessel’s delivery to us at a pre-determined, amortizing purchase price (see “Item 5.
Risk Factors” for a discussion of important factors that could cause our actual results to differ materially from the results described in or implied by certain forward-looking statements.
Risk Factors” for a discussion of important factors that could cause our actual results to differ materially from the results described in or implied by certain forward-looking statements. Significant Developments during 2025 Financing In 2025, we drew down $6.0 million under our Drew Holdings RCF which was fully repaid in March 2025.
Ltd. from the date we entered into the Sale and Leaseback Agreements up to the delivery date of the vessels, of which $2.3 million and $7.4 million were paid for the years ended December 31, 2024 and December 31, 2023, respectively .
In addition, the Company was required to pay loan fees to Avic, CCBFL and Compass Advisory Services Pte. Ltd. from the date we entered into the Sale and Leaseback Agreements up to the delivery date of the vessels, of which $2.3 million were paid for the year ended December 31, 2024.
A weak Panamax market has proven challenging for the coal transport on Capesize and Newcastlemax vessels in the fourth quarter of 2024, See the sections of this Item 4.B entitled “Business Overview—Dry Bulk Shipping Industry” and “Business Overview—Capesize Fleet Development” and “Factors Affecting Our Future Results of Operations and Financial Condition” for additional information. E.
As of March 5, 2026, there has been no direct impact on the BCI rates. 64 See the sections of this Item 4.B entitled “Business Overview—Dry Bulk Shipping Industry” and “Business Overview—Capesize Fleet Development” and “Factors Affecting Our Future Results of Operations and Financial Condition” for additional information. E.
We present Adjusted EBITDA because we believe this measure increases comparability of total business performance from period to period and against the performance of other companies. See "Non-U.S. GAAP Financial Information." Set forth below is a reconciliation of Adjusted EBITDA to net income for the years presented.
EBITDA EBITDA increased by $4.2 million to $97.4 million for the year ended December 31, 2025 compared to $93.2 million for the year ended December 31, 2024. EBITDA is a non-GAAP measure. We present EBITDA because we believe this measure increases comparability of total business performance from period to period and against the performance of other companies. See "Non-U.S.
Cash Flows The following table summarizes our cash flows from operating, investing and financing activities for the years indicated: (in thousands of U.S. dollars) Year ended December 31, 2024 Year ended December 31, 2023 Year ended December 31, 2022 Net cash provided by (used in) operating activities 55,840 6,474 (1,446) Net cash used in investing activities (313,359) (413,055) (78,198) Net cash provided by financing activities 251,335 431,871 68,623 Net increase/(decrease) in cash, cash equivalents and restricted cash (6,184) 25,290 (11,021) Cash and cash equivalents at the beginning of the year 25,553 263 11,284 Cash and cash equivalents at the end of the year 19,369 25,553 263 Supplementary disclosure of cash flow information Non-cash additions in respect of newbuildings — — (13,683) Issuance of liabilities for newbuilding installments — — 13,683 Interest paid, net of capitalized interest (40,287) (12,992) — Net cash provided by (used in) operating activities Net cash provided by operating activities was $55.8 million for the year ended December 31, 2024 compared to $6.5 million for the same period in 2023.
Cash Flows The following table summarizes our cash flows from operating, investing and financing activities for the years indicated: 58 (in millions of U.S. dollars) Year ended December 31, 2025 Year ended December 31, 2024 Net cash provided by operating activities 51.7 55.9 Net cash used in investing activities — (313.4) Net cash provided by (used in) financing activities (38.7) 251.4 Net increase/(decrease) in cash, cash equivalents and restricted cash 13.0 (6.1) Cash and cash equivalents at the beginning of the year 19.4 25.5 Cash and cash equivalents at the end of the year 32.4 19.4 Supplementary disclosure of cash flow information Interest paid, net of capitalized interest (49.5) (40.3) Net cash provided by operating activities Net cash provided by operating activities was $51.7 million for the year ended December 31, 2025 compared to $55.9 million in 2024.
Year ended Year ended (in thousands of $ except TCE earnings and number of days) December 31, 2024 December 31, 2023 Change Total operating revenues 123,580 36,736 86,844 Add: Address commissions 4,483 1,360 3,123 Total operating revenues, gross 128,063 38,096 89,967 Fleet operational days 3,941 1,369 2,572 Average daily TCE earnings, gross 32,495 27,831 4,664 Vessel operating expenses 56 Vessel operating expenses increased by $15.2 million in the year ended December 31, 2024.
Year ended Year ended (in millions of $ except TCE earnings and number of days) December 31, 2025 December 31, 2024 Change Total operating revenues 131.9 123.6 8.3 Add: Address commissions 4.9 4.5 0.4 Total operating revenues, gross 136.8 128.1 8.7 Fleet operational days 4,380 3,941 439 Average daily TCE earnings, gross 31,233 32,504 (1,271) Vessel operating expenses Vessel operating expenses increased by $4.2 million in the year ended December 31, 2025.
Sources of short-term liquidity include cash, payments from customers under charters, and amounts available under our $10 million Drew Holdings RCF, under which drawings are only allowed until December 31, 2025. In addition, our Sale and Leaseback Agreements contain debt incurrence covenants which could limit our ability to raise debt financing to meet liquidity or other capital requirements.
Sources of short-term liquidity include cash, payments from customers under charters, and amounts available under our $10 million Drew Holdings RCF, under which drawings are only allowed until December 31, 2026, and amounts drawn must be repaid by December 31, 2027.
This was partially offset by: • payment of support fees under our Corporate Support Agreement with Magni Partners (Bermuda) Ltd. of $2.7 million due upon delivery of the first four vessels, which equals the aggregate agreed address commissions payable to our relevant subsidiaries in connection with the first four vessels, which were agreed with New Times Shipyard; and • an increase in other current assets due to prepayment of interest on the sale leaseback financing associated with four of the vessels that have been delivered of $2.4 million, prepayment of insurance associated with the six vessels delivered in 2023 of $0.4 million and prepayment of Directors and Officers’ Liability insurance of $0.2 million, and $2.3 million of advanced funding to vessel managers. 59 Net cash used in investing activities Net cash used in investing activities of $313.4 million for the year ended December 31, 2024 is comprised of: • $305.6 million for the fifth and sixth installment payments for “Mount Bandeira,” “Mount Hua,” “Mount Elbrus,” “Mount Denali,” “Mount Aconcagua” and “Mount Emai” of which $98.6 million and $196.9 million were financed by the sale and leaseback arrangements with Jiangsu and CCBFL, respectively; • $7.4 million in newbuilding supervision fees and capitalized interest; and • $0.3 million for the acquisition of 40% of the outstanding shares of 2020 Bulkers Management AS.
Net cash used in investing activities totaled $313.4 million for the year ended December 31, 2024, primarily reflecting the following: • $305.6 million for the fifth and sixth installment payments for “Mount Bandeira,” “Mount Hua,” “Mount Elbrus,” “Mount Denali,” “Mount Aconcagua” and “Mount Emai” of which $98.6 million and $196.9 million were financed by the sale and leaseback arrangements with Jiangsu and CCBFL, respectively; • $7.4 million in newbuilding supervision fees and capitalized interest; and • $0.3 million for the acquisition of 40% of the outstanding shares of 2020 Bulkers Management AS.
Despite the short-term pressures, we maintain a positive long-term outlook for large dry bulk ships. The current order book of new Capesize vessels stands at 7.2% of the existing fleet, and yard capacity is down 50% from its peak.
We maintain a positive long-term outlook for large dry bulk vessels. The current order book for new Capesize vessels represents approximately 11% of the existing fleet. Although we have observed a modest increase in the order book, Capesize vessels have the lowest order book of all major shipping segments, and yard capacity has decreased significantly from its peak.
Average Baltic 5TC Capesize Index rates increased from $16,389/day in the year ended December 31, 2023 to $22,593/day in the year ended December 31, 2024. See "Non-U.S. GAAP Financial Information." Set forth below is a reconciliation of average TCE earnings, gross to total operating revenues for the years presented.
GAAP Financial Information." Set forth below is a reconciliation of average TCE earnings, gross to total operating revenues for the years presented.
Year ended Year ended (in thousands of $) December 31, 2024 December 31, 2023 Change % Change Interest income 1,071 830 241 29 % Interest expense, net of amounts capitalized (46,636) (13,601) (33,035) 243 % Other financial income (expenses), net 8 (341) 349 (102) % Total financial (expenses) income, net (45,557) (13,112) (32,445) 247 % Interest income increased by $0.2 million in the year ended December 31, 2024.
Year ended Year ended (in millions of $) December 31, 2025 December 31, 2024 Change % Change Interest income 1.0 1.0 — — % Interest expense, net of amounts capitalized (51.4) (46.6) (4.8) 10 % Other financial (expenses) income, net (0.1) — (0.1) 100 % Total financial expenses, net (50.5) (45.6) (4.9) 11 % Interest expense, net of amounts capitalized , increased by $4.8 million in the year ended December 31, 2025.
The increase is a result of the increase in the number of depreciable assets (i.e. vessels). As of December 31, 2024, the Company had twelve vessels in operation, compared to six vessels in operation as of December 31, 2023. Total financial expenses, net Set forth below is a breakdown of our total financial expenses, net for the years presented.
The increase is primarily a result of the delivery and commencement of operations of the remaining six vessels during the first half of 2024. Total financial expenses, net Set forth below is a breakdown of our total financial expenses, net for the years presented.
Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Financing Arrangements.” 55 A. Operating Results Results of Operations for the Years Ended December 31, 2024 and December 31, 2023 The following table summarizes our results of operations for the years ended December 31, 2024 and 2023.
Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Financing Arrangements.” A.
The average per day vessel operating expense across the fleet decreased from $6,300/day for the year ended December 31, 2023 to $6,100/day for the year ended December 31, 2024, primarily driven by improved cost control on new vessels in 2024.
The Company achieved average vessel operating cost per day of $6,400 for the year ended December 31, 2025 compared to $6,100 in the year ended December 31, 2024.
Year ended Year ended (in thousands of $) December 31, 2024 December 31, 2023 Change Net income 21,044 1,514 19,530 Depreciation and amortization 26,474 9,118 17,356 Loss from equity method investment 11 — 11 Total financial expenses, net 45,557 13,112 32,445 Income tax 11 — 11 Adjusted EBITDA 93,097 23,744 69,353 Results of Operations for the Year Ended December 31, 2023 and the 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.
GAAP Financial Information." Set forth below is a reconciliation of EBITDA to net income for the years presented. 57 Year ended Year ended (in millions of $) December 31, 2025 December 31, 2024 Change Net income 17.7 21.1 (3.4) Depreciation 29.2 26.5 2.7 Total financial expenses, net 50.5 45.6 4.9 Income tax — — — EBITDA 97.4 93.2 4.2 Results of Operations for the Year Ended December 31, 2024 and the 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.
As of December 31, 2024, we were in compliance with all of our covenants in each of our Financing Arrangements. As of December 31, 2024, we had cash and cash equivalents of $19.4 million.
As of December 31, 2025, we had cash and cash equivalents of $32.4 million.
Our CCBFL and Jiangsu Leasing Agreements do not provide for such compensation if we do not exercise any of our options to purchase the vessels. In addition, the Company was required to pay loan fees to Avic, CCBFL and Compass Advisory Services Pte.
Our CCBFL and Jiangsu Leasing Agreements do not provide for such compensation if we do not exercise any of our options to purchase the vessels. We have not exercised the purchase options on the third anniversary of the delivery of Mount Norefjell and Mount Ita, which were on March 2, 2026 and March 9, 2026, respectively.
On October 31, 2024, the Company entered into an addendum in relation to the revolving credit facility with Drew Holdings, to: (i) include a commitment fee of 1% per annum on any undrawn amount from January 1, 2025 to the end of the availability period, (ii) extend the timeframe to drawdown from the facility to December 31, 2025 and the latest repayment date to December 31, 2026, and (iii) change the margin on SOFR to 6.5% per annum.
In December 2025, the Company entered into an addendum with Drew in relation to the Drew Holdings RCF to extend the timeframe to drawdown from the facility to December 31, 2026 and the latest repayment date to December 31, 2027. In 2025, the Company drew down $6.0 million under Drew Holdings RCF which was fully repaid in March 2025.
During the year ended December 31, 2024, the vessels earned an average daily time charter equivalent (“TCE”) earnings, gross of $32,495/day, operating for a total of 3,941 days across the fleet compared to $27,831/day, operating for a total of 1,369 days during the year ended December 31, 2023.
The increase in the number of operating days is partially offset by a decrease in average daily time charter equivalent (“TCE”) earnings, gross, to $31,200 per day in the year ended December 31, 2025 from $32,500 per day in the year ended December 31, 2024, resulting in a $5.5 million reduction in total operating revenues.
Year ended Year ended (in thousands of $) December 31, 2024 December 31, 2023 Change % Change Total operating revenues 123,580 36,736 86,844 236 % Vessel operating expenses (23,845) (8,597) (15,248) 177 % Voyage expenses and commissions (1,607) (549) (1,058) 193 % General and administrative expenses (5,031) (3,846) (1,185) 31 % Depreciation and amortization (26,474) (9,118) (17,356) 190 % Total operating expenses (56,957) (22,110) (34,847) 158 % Operating profit 66,623 14,626 51,997 356 % (Loss) from equity method investment (11) — (11) 100 % Total financial expenses, net (45,557) (13,112) (32,445) 247 % Income tax (expense)/credit (11) — (11) 100 % Net income attributable to shareholders of Himalaya Shipping Ltd 21,044 1,514 19,530 1290 % Total operating revenues Time charter revenues increased by $86.8 million in the year ended December 31, 2024.
Operating Results Results of Operations for the Years Ended December 31, 2025 and December 31, 2024 The following table summarizes our results of operations for the years ended December 31, 2025 and 2024. 55 Year ended Year ended (in millions of $) December 31, 2025 December 31, 2024 Change % Change Total operating revenues 131.9 123.6 8.3 7 % Vessel operating expenses (28.0) (23.8) (4.2) 18 % Voyage expenses and commissions (1.6) (1.6) — — % General and administrative expenses (4.9) (5.0) 0.1 (2) % Depreciation (29.2) (26.5) (2.7) 10 % Total operating expenses (63.7) (56.9) (6.8) 12 % Operating profit 68.2 66.7 1.5 2 % Total financial expenses, net (50.5) (45.6) (4.9) 11 % Income tax (expense)/benefit — — — Net income attributable to shareholders of Himalaya Shipping Ltd 17.7 21.1 (3.4) (16) % Total operating revenues Time charter revenues increased by $8.3 million in the year ended December 31, 2025.
Average daily TCE earnings gross increased to $32,495/day in the year ended December 31, 2024 from $27,831/day in the year ended December 31, 2023. The increase is primarily due to the increase in the average Baltic 5TC Capesize Index rates.
The decrease in TCE earnings was mainly attributable to lower average Baltic 5TC Capesize Index rates, which decreased from $22,593 per day in the year ended December 31, 2024 to $21,297 per day in the year ended December 31, 2025. See "Non-U.S.
The increase is a result of the six additional vessels being delivered during the year ended December 31, 2024 in addition to an increase in the average of Baltic 5TC Capesize Index during the year ended December 31, 2024.
The increase was primarily a result of the entire fleet being fully operational for the entire year in the year ended December 31, 2025, with six vessels having been delivered and commenced operations during the first half of 2024.
The first three quarters of 2024 saw growth in ton miles: a 6.7% increase in iron ore, a 13.7% increase in bauxite, but a 4.6% decrease in coal, leading to an overall increase of 5.5%. However in the fourth quarter of 2024, ton miles declined by 0.8%, primarily driven by an 8.6% decrease in coal.
The fourth quarter of 2025 saw an increase in ton miles of approximately 9.4% year-on-year for Capesize cargoes. Across the three major commodities, ton miles increased by 12.4% for iron ore and 21.0% for bauxite, partially offset by a 15% decrease in coal. The increase in bauxite ton miles was primarily driven by volumes from West Africa to China.
Partially offset by: • payment of deferred fees to other third parties such as lawyers and brokers of $3.9 million; 60 • repayments of long-term and short-term debt of $16.8 million, comprising of (i) payments of installments on the sale leaseback financing with AVIC of $8.3 million, (ii) payments of installments on the sale leaseback financing with CCBFL of $1.0 million, and (iii) repayment of the DNB Bridge Facility of $7.5 million; and • repayment of $2.0 million of the Drew Holdings RCF .
The principal components were: • repayments on the sale and leaseback financings of $27.3 million, comprising of (i) payments of installments on the sale leaseback financing with AVIC of $10.4 million, (ii) payments of installments on the sale leaseback financing with CCBFL of $12.8 million, and (iii) payments of installments on the sale leaseback financing with Jiangsu of $4.1 million; • draw downs under the revolving credit facility with Drew of $6.0 million and the subsequent repayment of $6.0 million; and • payment of cash distributions of $26.9 million.
The increase is mainly due to the increase in outstanding debt from $439.5 million as of December 31, 2023 to $713.9 million as of December 31, 2024 following the delivery of the Company’s remaining six vessels.
The increase is mainly due to a higher average balance of outstanding debt following the delivery of the six remaining vessels during the first half of 2024. In addition, interest capitalization ceased in June 2024, following the delivery of the last vessel of our fleet.
See Note 19 - “Shareholders’ Equity,” and Note 20 - “Subsequent events” of our audited Consolidated Financial Statements included herein, for further information. Significant Developments since January 1, 2025 Financing In 2025, we drew down $6.0 million under our Drew Holdings RCF. As of March 20, 2025, we have $4.0 million available to draw down from this facility.
See Note 19 - “Shareholders’ Equity,” and Note 20 - “Subsequent events” of our audited Consolidated Financial Statements included herein, for further information. Corporate matters On April 1, 2025, Lars-Christian Svensen commenced his role as contracted Chief Executive Officer and Vidar Hasund was appointed contracted Chief Financial Officer.
Removed
Significant Developments during 2024 Delivery of new vessels During 2024, we took delivery of the remaining six newbuilding vessels from New Times Shipyard as follows: Vessel Delivery date Mount Bandeira January 5, 2024 Mount Hua January 8, 2024 Mount Elbrus January 11, 2024 Mount Denali April 19, 2024 Mount Aconcagua June 6, 2024 Mount Emai June 13, 2024 The time charters with the charterers for each respective vessel commenced shortly after delivery.
Added
As of March 5, 2026, we have $10.0 million available to draw down from this facility. In December 2025, the Company entered into an addendum in relation to the Drew Holdings RCF, to extend the timeframe to drawdown from the facility to December 31, 2026 and the latest repayment date to December 31, 2027.
Removed
All of our newbuilds have been delivered and our fleet consists of 12 vessels. Financing In conjunction with the delivery of the above vessels, we executed sale and leaseback financing facilities with CCBFL and Jiangsu, totaling $196.9 million and $98.6 million, respectively.
Added
Equity transactions In March 2025, the Company issued 2,650,000 common shares of par value $1.00 each in a private placement at a price of $5.73 per share, raising net proceeds of $14.8 million to be used for general corporate purposes. In April 2025, the Board approved a grant of 200,000 share options to key employees, including contracted management.
Removed
Acquisition of equity method investment In August 2024, we acquired 12,000 shares in 2020 Bulkers Management AS (“2020 Bulkers Management”) for $0.3 million. The acquired shares represent 40% of the outstanding shares of 2020 Bulkers Management.
Added
We declared cash distributions totaling $0.57 per common share in 2025. The cash distributions were made from the Company's Contributed Surplus account. In December 2025, in connection with the exercise of share options under the long-term incentive plan, the Company issued 100,000 common shares of par value $1.00 each at the exercise price of $7.05 per share.
Removed
As the Company has the ability to exercise significant influence over 2020 Bulkers Management, we have accounted for our investment in 2020 Bulkers Management as an equity method investment.
Added
Our shares started trading on Euronext Oslo Bors on June 3, 2025 following the transfer of our listing from Euronext Expand. Our shares are also listed on the NYSE. Significant Developments since January 1, 2026 Dividends and equity issuances We declared cash distributions totaling $0.25 per common share in January, February and March 2026.
Removed
Equity transactions In January 2024, our shareholders, at a Special General Meeting, approved the transfer of $97.9 million to the Company’s Contributed Surplus Account from the Company's Share Premium account (Additional paid-in capital in the Company’s Consolidated Statement of Changes in Shareholder’s Equity).
Added
In February 2026, in connection with the exercise of share options under the long-term incentive plan, the Company issued 100,000 common shares of par value $1.00 each at the exercise price of $6.76 per share.
Removed
In February 2024 and September 2024, the Board approved a grant of 115,000 share options and 65,000 share options, respectively, to key employees, including contracted management, and one director. 53 We declared cash distributions totaling $0.48 per common share in 2024. The cash distributions were made from the Company's Contributed Surplus account.
Added
Investment in 2020 Bulkers Management 53 On February 9, 2026, the Company entered into a contract with 2020 Bulkers Ltd. to purchase an additional 4,200 shares in 2020 Bulkers Management for NOK1.1 million, which will be effective on April 1, 2026. This will increase our ownership in 2020 Bulkers Management from 40% to 54%.
Removed
Equity transactions We declared cash distributions totaling $0.015 per common share in January, February and March 2025. In March 2025, we issued 2,650,000 common shares in a private placement at a price of $5.73 per share.
Added
This increase was primarily due to a higher number of operating days, which rose to 4,380 days in the year ended December 31, 2025 from 3,941 days in the year ended December 31, 2024, following the delivery of six vessels in the first half of 2024. This resulted in a $13.8 million increase in total operating revenues.
Removed
The increase is a result of twelve vessels being in operation by the end of the year ended December 31, 2024, compared to six vessels in operation during the year ended December 31, 2023.
Added
In addition, for vessels delivered in 2023, certain expenses such as spares and service fees increased by $0.4 million and $0.3 million, respectively, in the year ended December 31, 2025 compared to the prior year.

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Item 6. [Reserved]

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

31 edited+12 added−12 removed16 unchanged
Major Shareholders and Related Party Transactions.” 66 Jehan Mawjee has been a member of our Board of Directors and Chair of the Audit Committee since December 19, 2022. Ms. Mawjee has been employed as Chief Accounting Officer of Borr Drilling Limited since April 2021.
Major Shareholders and Related Party Transactions.” Jehan Mawjee has been a member of our Board of Directors and Chair of the Audit Committee since December 19, 2022. Ms. Mawjee has been employed as Chief Accounting Officer of Borr Drilling Limited since April 2021.
Jehan Mawjee is chairperson of our audit committee. Compensation Committee The NYSE requires U.S. listed companies to have a compensation committee composed entirely of independent directors and a committee charter addressing the purpose, responsibility, rights and performance evaluation of the committee.
Mawjee is chairperson of our audit committee. Compensation Committee The NYSE requires U.S. listed companies to have a compensation committee composed entirely of independent directors and a committee charter addressing the purpose, responsibility, rights and performance evaluation of the committee.
(1) Exercise prices are presented gross of cash distributions declared. (2) Represents shares beneficially owned by Bjorn Isaksen, including those held by Freng Invest AS. In addition, Mr Isaksen has 200,000 shares under a forward purchase agreement with Drew Holdings Ltd. for settlement on June 15, 2026.
(1) Exercise prices are presented gross of cash distributions declared. (2) Represents shares beneficially owned by Bjorn Isaksen, including those held by Freng Invest AS. In addition, Mr Isaksen holds 200,000 shares under a forward purchase agreement with Drew Holdings Ltd. for settlement on June 15, 2026.
(7) On September 1, 2024, our Board of Directors approved the award of share options under the LTI Plan to an executive officer to vest within a period of three years of the grant and expiring on September 1, 2029.
(6) On September 1, 2024, our Board of Directors approved the award of share options under the LTI Plan to an executive officer to vest within a period of three years of the grant and expiring on September 1, 2029.
(6) On February 19, 2024, our Board of Directors approved the award of share options under the LTI Plan to a director to vest within a period of three years of the grant and expiring on February 19, 2029.
(5) On February 19, 2024, our Board of Directors approved the award of share options under the LTI Plan to a director to vest within a period of three years of the grant and expiring on February 19, 2029.
In addition, the maximum and minimum number of directors is determined by a resolution of our shareholders, but no less than two directors shall serve at any given time. Each director shall hold office until the next annual general meeting or until his or her successor is elected.
In addition, the maximum and minimum number of directors is determined by a resolution of our shareholders, but no less than two directors shall serve at any given time. Each director shall hold office until the next annual general meeting or until his or her successor is elected. The Directors may be re-elected.
We will rely on home country practice in Bermuda to be exempted from certain of the corporate governance requirements of the NYSE, such that we do not have a compensation committee. In lieu of a compensation committee, our Board is responsible for establishing the executive officers’ compensation and benefits including our equity compensation plan.
As a foreign private issuer, we rely on home country practice in Bermuda to be exempted from certain of the corporate governance requirements of the NYSE, such that we do not have a compensation committee. In lieu of a compensation committee, our Board is responsible for establishing the executive officers’ compensation and benefits including our equity compensation plan.
Equity Incentive Plan We have adopted a long-term incentive plan and have authorized the issuance of up to 800,000 options pursuant to awards under our long-term incentive program (the “LTI Plan”), of which no options remain unallocated for further awards and recruitments.
Equity Incentive Plan We have adopted a long-term incentive plan and have authorized the issuance of up to 1,250,000 options pursuant to awards under our long-term incentive program (the “LTI Plan”), of which 250,000 options remain unallocated for further awards and recruitments.
Major Shareholders and Related Party Transactions.” Our contracted Chief Executive Officer, Herman Billung and contracted Chief Commercial Officer, Lars-Christian Svensen, devote a substantial portion of their working time to our affairs as is required for the performance of the duties of our Manager to us under the Management Agreement, however, since inception, they have not exclusively provided services to us.
Major Shareholders and Related Party Transactions.” Our contracted Chief Executive Officer, Lars-Christian Svensen and contracted Chief Financial Officer, Vidar Hasund, devote a substantial portion of their working time to our affairs as is required for the performance of the duties of our Manager to us under the Management Agreement, however, since inception, they have not exclusively provided services to us.
Our contracted executive officers are employees of 2020 Bulkers Management, our Manager. Our contracted executive officers are compensated by our Manager and, except as described below in connection with our long-term incentive plan, do not receive any compensation directly from us.
Our contracted executive officers are compensated by our Manager and, except as described below in connection with our long-term incentive plan, do not receive any compensation directly from us.
Mr. Isaksen was employed by ABG Sundal Collier Ltd. as a partner from 2005 until 2014 and has been employed by Magni Partners Limited, in the UK, as a partner since 2014. Magni Partners Limited is a subsidiary of Magni Partners. The founder and sole shareholder of Magni Partners is Mr. Tor Olav Trøim.
Mr. Isaksen was employed by ABG Sundal Collier Ltd. as a partner from 2005 until 2014 and has been employed by Magni Partners Limited, in the UK, as a partner since 2014. Mr. Isaksen is a resident of Monaco. Magni Partners Limited is a subsidiary of Magni Partners. The founder and sole shareholder of Magni Partners is Mr.
As a result, our contracted executive officers from time to time are not exclusively dedicated to performing services to us. C. Board Practices Our Board of Directors is composed of five directors. A director is not required to hold any shares in our Company by way of qualification.
As a result, our contracted executive officers from time to time are not exclusively dedicated to performing services to us. 67 C. Board Practices We are subject to Bermuda law regarding corporate governance. Our Board of Directors is composed of five directors. A director is not required to hold any shares in our Company by way of qualification.
See “Item 7. Major Shareholders and Related Party Transactions.” The Board of Directors has determined that Jehan Mawjee qualifies as “audit committee financial expert,” as such term is defined in the rules of the SEC, and all members of the audit committee are independent, as independence is defined under SEC regulations and NYSE same rules.
See “Item 7. Major Shareholders and Related Party Transactions.” The Board of Directors has determined that Ms. Mawjee and Mrs. Blankenship qualify as “audit committee financial experts,” as such term is defined in the rules of the SEC, and all members of the audit committee are independent, as defined under SEC regulations and NYSE same rules. Ms.
Drew Holdings Limited, which is wholly owned by Drew Trust, a trust established for the benefit of Mr. Trøim and his immediate family, owns approximately 29.0% of the common shares of the Company as of March 21, 2025. See “Item 7.
Tor Olav Trøim. Drew Holdings Limited, which is wholly owned by Drew Trust, a trust established for the benefit of Mr. Trøim and his immediate family, owns approximately 29.1% of the common shares of the Company as of March 5, 2026. See “Item 7.
The NYSE requires U.S. listed companies to have a nominating and corporate governance committee comprised entirely of independent directors and a committee charter addressing certain minimum responsibilities. We rely on home country practice in Bermuda to be exempted from certain of the corporate governance requirements of the NYSE requirements. Not all our committee members are independent.
The NYSE requires U.S. listed companies to have a nominating and corporate governance committee comprised entirely of independent directors and a committee charter addressing certain minimum responsibilities. As a foreign private issuer, we rely on home country practice in Bermuda to be exempted from certain of the corporate governance requirements of the NYSE requirements.
Directors and officers generally owe fiduciary duties to the company, and not to the company’s individual shareholders. 68 Our Board of Directors is elected annually by a vote of a majority of the common shares represented at the meeting at which at least two shareholders, present in person or by proxy, and entitled to vote (whatever the number of shares held by them) constitutes a quorum.
Our Board of Directors is elected annually by a vote of a majority of the common shares represented at the meeting at which at least two shareholders, present in person or by proxy, and entitled to vote (whatever the number of shares held by them) constitutes a quorum.
In addition, the Companies Act imposes various duties on directors and officers of a company with respect to certain matters of management and administration of the company.
In addition, the Companies Act imposes various duties on directors and officers of a company with respect to certain matters of management and administration of the company. Directors and officers generally owe fiduciary duties to the company, and not to the company’s individual shareholders.
Name Age Position Bjorn Isaksen 41 Chairman of our Board of Directors, Director and Nominating and Corporate Governance Committee Member Jehan Mawjee 37 Director and Audit Committee Chairperson Georgina Sousa 74 Director and Audit Committee Member Carl Steen 74 Director, Audit Committee Member, and Nominating and Corporate Governance Committee Chairperson Mi Hong Yoon 54 Director, Nominating and Corporate Governance Committee Member, and Company Secretary Bjørn Isaksen has been a member of our Board of Directors since June 2, 2021.
Name Age Position Bjorn Isaksen 42 Chairman of our Board of Directors, Director and Nominating and Corporate Governance Committee Member Jehan Mawjee 38 Director and Audit Committee Chairperson Alexandra Kate Blankenship 61 Director and Audit Committee Member Carl Steen 75 Director, Audit Committee Member, and Nominating and Corporate Governance Committee Chairperson Mi Hong Yoon 55 Director, Nominating and Corporate Governance Committee Member, and Company Secretary Bjørn Isaksen has been a member of our Board of Directors since June 2, 2021.
Carl Steen has been appointed to act as chairperson of our nominating and corporate governance committee. D. Employees We had three employees as of December 31, 2024. See “Item 6. Directors, Senior Management and Employees” for additional information.
Not all our committee members are independent. Carl Steen has been appointed to act as chairperson of our nominating and corporate governance committee. D. Employees We had three employees as of December 31, 2025. See “Item 6. Directors, Senior Management and Employees” for additional information. There is no relationship between management and labor unions. E.
Mi Hong Yoon has served as Company Secretary and been a member of our Board of Directors since May 23, 2022. Ms. Yoon is Managing Director of Golar Management (Bermuda) Limited since February 2022.
Steen holds a Master of Science in Industrial and Management Engineering from ETH Zurich, Switzerland. 66 Mi Hong Yoon has served as a member of our Board of Directors and as Company Secretary since May 23, 2022. Ms. Yoon has been Managing Director of Golar Management (Bermuda) Limited since February 2022.
(5) On March 10, 2022, our Board of Directors approved the award of share options under the LTI Plan to our executive officer to vest within a period of three years of the grant and expiring on March 10, 2027.
(7) On April 3, 2025, our Board of Directors approved the award of share options under the LTI Plan to executive officers to vest within a period of three years of the grant and expiring on March 31, 2030.
Prior to this role, she was employed by Digicel Bermuda as Chief Legal, Regulatory and Compliance Officer from March 2019 until February 2022 and also served as Senior Legal Counsel of Telstra Corporation Limited’s global operations in Hong Kong and London from 2009 to 2019.
Prior to this role, she served as Chief Legal, Regulatory and Compliance Officer at Digicel Bermuda from 2019 to 2022 and previously as Senior Legal Counsel of Telstra Corporation Limited’s global operations in Hong Kong and London from 2009 to 2019. Ms. Yoon brings extensive international legal, regulatory, corporate governance and compliance experience.
Director or Officer Beneficial Ownership in Common Shares Interest in Options Number of shares % Total number of options Exercise price (1) Expiry date Bjorn Isaksen (2) 450,000 * 150,000 (4) $8.00 December 8, 2026 Jehan Mawjee — — 50,000 (6) $8.00 February 19, 2029 Georgina Sousa — — 50,000 (4) $8.00 December 8, 2026 Carl Steen (3) 202,496 * 75,000 (4) $8.00 December 8, 2026 Mi Hong Yoon — — — — — Herman Billung 41,241 * 100,000 (5) $8.00 March 10, 2027 Lars-Christian Svensen 19,186 * 65,000 (7) $10.00 September 1, 2029 All executive officers and directors as a group 712,923 1.5% 490,000 ___________________ * Represents beneficial ownership of less than 1.0% of total outstanding shares.
Also shown are their interests in share options granted to them under our long-term incentive program (the “LTI Plan”). 69 Director or Officer Beneficial Ownership in Common Shares Interest in Options Number of shares % Total number of options Exercise price (1) Expiry date Bjorn Isaksen (2) 450,000 * 150,000 (4) $8.00 December 8, 2026 Jehan Mawjee — — 50,000 (5) $8.00 February 19, 2029 Carl Steen (3) 202,496 * 75,000 (4) $8.00 December 8, 2026 Lars-Christian Svensen 19,186 * 65,000 (6) $10.00 September 1, 2029 120,000 (7) $7.50 March 31, 2030 Vidar Hasund — — 100,000 (4) $8.00 December 8, 2026 20,000 (7) $7.50 March 31, 2030 All executive officers and directors as a group 671,682 1.4% ** 580,000 ___________________ * Represents beneficial ownership of less than 1.0% of total outstanding shares. ** This is calculated based on the number of common shares outstanding as of March 5, 2026.
From 2020 to 2024, he acted as Chief Commercial Officer and Chief Executive Officer of Golden Ocean Management AS. B. Compensation The aggregate cash compensation, including benefits in kind, accrued or paid to our directors with respect to the year ended December 31, 2024, for services in all capacities was $310,000.
He holds a Master of Accounting and Auditing degree from Norwegian School of Economics. B. Compensation The aggregate cash compensation, including benefits in kind, accrued or paid to our directors with respect to the year ended December 31, 2025, for services in all capacities was $320,000. Our contracted executive officers are employees of 2020 Bulkers Management, our Manager.
From 2007 to 2008, he worked as a shipbroker for Cmarine Services. From 2008 to 2009, he served as a Project Analyst for Petredec Pte Ltd in Singapore. From 2009 to 2020, Mr. Svensen served in Western Bulk, where he held various positions within the group in Singapore (Head of Arabian Gulf), Seattle, US (President), and Oslo (Senior Vice President).
Svensen served in Western Bulk, where he held various positions within the group in Singapore (Head of Arabian Gulf), Seattle, US (President), and Oslo (Senior Vice President). From 2020 to 2024, he acted as Chief Commercial Officer and Chief Executive Officer of Golden Ocean Management AS.
There are no service contracts between us and any member of our Board of Directors providing for the accrual of benefits, compensation or otherwise, upon termination of their employment or service. Our Board of Directors has determined that a majority of our directors are considered “independent” under the Stock Exchange independence standards.
Directors stand for re-election at each annual general meeting but there is no limit on the term of office. There are no service contracts between us and any member of our Board of Directors providing for the accrual of benefits, compensation or otherwise, upon termination of their employment or service.
She has extensive international legal, regulatory and compliance experience, and is responsible for the corporate governance and compliance of a number of publicly listed Companies. Ms. Yoon graduated from the University of New South Wales with a Bachelor of Law degree (LLB) and earned a Masters degree (LLM) in international economic law from the Chinese University of Hong Kong.
She holds a Bachelor of Laws degree (LLB) from the University of New South Wales in Australia and a Masters of Laws (LLM) in International Economic Law from the Chinese University of Hong Kong. She is a member of the Institute of Directors.
There is no relationship between management and labor unions. 69 E. Share Ownership The table below shows the number and percentage of our issued and outstanding common shares beneficially owned by our directors and officers as of March 21, 2025. Also shown are their interests in share options granted to them under our long-term incentive program (the “LTI Plan”).
Share Ownership The table below shows the number and percentage of our issued and outstanding common shares beneficially owned by our directors and officers as of March 5, 2026.
Sousa was employed by the Bermuda law firm of Appleby, Spurling & Kempe as secretary and from 1982 to 1993, she was employed by the Bermuda law firm of Cox & Wilkinson as senior company secretary. Carl Steen has been a member of our Board of Directors since November 1, 2021 and currently serves on our Audit Committee. Mr.
Mrs. Blankenship also currently serves as a Director of International Seaways Inc and Borr Drilling Limited. Carl Steen has been a member of our Board of Directors since November 1, 2021 and currently serves on our Audit Committee.
Executive Officers The following provides information about each of our executive officers as of the date of this annual report. Name Age Position Herman Billung 67 Chief Executive Officer and Chief Financial Officer (1) Lars-Christian Svensen 39 Chief Commercial Officer (1) _______________ (1) Contracted from 2020 Bulkers Management AS.
Name Age Position Lars-Christian Svensen 40 Chief Executive Officer (1) Vidar Hasund 48 Chief Financial Officer (1) _______________ (1) Contracted from 2020 Bulkers Management AS. Lars-Christian Svensen assumed the role of Chief Executive Officer of Himalaya Shipping on April 1, 2025. Prior to that, he was Chief Commercial Officer of 2020 Bulkers and Himalaya Shipping from September 1, 2024. Mr.
Steen holds directorship positions in various Norwegian and international companies including Golar LNG Limited, Wilhelmsen Holding ASA and Belships ASA, is chairman of the Board of Directors of Wilhelm Wilhelmsen Holding ASA, and is a director at Golar LNG Limited and Belships ASA.
His career spans several high-profile companies, including in his role as Head of the Shipping, Oil Services & International Division at Nordea Bank, where he served from January 2001 to February 2011. Mr. Steen holds directorship positions in various Norwegian and international companies including Golar LNG Limited, Wilhelmsen Holding ASA (Chairman), and CMB Tech NV. Mr.
Removed
Georgina Sousa was appointed as a director in June 2021 and serves on our Audit Committee. She currently serves as a director of Golar LNG Limited. Ms. Sousa was employed by Golar Management (Bermuda) Limited (GMBL) as Managing Director from January 2019 until her retirement in March 2022.
Added
Alexandra Kate Blankenship has served as a member of the Board of Directors and Audit Committee since May 21, 2025. Mrs. Blankenship is a member of the Institute of Chartered Accountants in England and Wales and graduated from the University of Birmingham with a Bachelor of Commerce in 1986. Mrs.
Removed
She previously served as a director and company secretary of Borr Drilling Limited and 2020 Bulkers Ltd from February 2019 to February 2022. Prior to joining GMBL, Ms. Sousa was employed by Frontline Ltd. as Head of Corporate Administration from February 2007 until December 2018.
Added
Blankenship joined Frontline Ltd in 1994 and served as its Chief Accounting Officer and Company Secretary until October 2005.
Removed
She previously served as a director of Frontline Ltd., North Atlantic Drilling Ltd., Sevan Drilling, Northern Drilling Ltd., Flex LNG LTD and Seadrill. Ms. Sousa served as secretary for all the above-mentioned companies at various times during the period between 2005 and 2018. Until January 2007, Ms.
Added
Among other positions, she has served on the board of numerous publicly listed companies, including as Director and Audit Committee Chairperson of North Atlantic Drilling Ltd., Archer Limited, Golden Ocean Group Limited, Frontline Ltd., Avance Gas Holding Limited, Ship Finance International Limited, Seadrill Limited, Seadrill Partners LLC, 2020 Bulkers Ltd, Diamond S Shipping Inc prior to its merger with International Seaways Inc, and Eagle Bulk Shipping Inc prior to its merger with Star Bulk Carriers Corp.
Removed
Sousa was Vice-President Corporate Services of Consolidated Services Limited, a Bermuda Management Company, having joined the firm in 1993 as Manager of Corporate Administration. From 1976 to 1982 Ms.
Added
Current directorships and management positions include serving as Director and Company Secretary of Golar LNG Ltd., Borr Drilling Ltd. and Bruton Limited, and as Company Secretary of 2020 Bulkers Ltd. Executive Officers The following provides information about each of our executive officers as of the date of this annual report.
Removed
Steen graduated in 1975 from ETH Zurich Switzerland with a M.Sc. in Industrial and Management Engineering. After working for a number of high profile companies, Mr. Steen joined Nordea Bank from January 2001 to February 2011 as head of the bank’s Shipping, Oil Services & International Division. Mr.
Added
Svensen has a 17-year career in international shipping. From 2007 to 2008, he worked as a shipbroker for Cmarine Services. From 2008 to 2009, he served as a Project Analyst for Petredec Pte Ltd in Singapore. From 2009 to 2020, Mr.
Removed
She is a member of the Institute of Directors and has held several director positions over the years. Current and past directorships and management positions include Borr Drilling Ltd. (Director and Secretary), Golar LNG Ltd. (Company Secretary), 2020 Bulkers Ltd. (Company Secretary), and Cool Company Ltd (Director and Company Secretary from February 2022 until November 2023).
Added
Vidar Hasund assumed the role of Contracted Chief Financial Officer of Himalaya Shipping on April 1, 2025. Mr. Hasund is also Chief Financial Officer of 2020 Bulkers and Contracted Chief Financial Officer of Bruton Limited.
Removed
Herman Billung has been Chief Executive Officer of 2020 Bulkers Management AS (the “Manager”) since February 1, 2022. Mr. Billung has extensive shipping experience.
Added
Other positions previously held include Contracted Chief Financial Officer of Himalaya Shipping from 2021 to 2023, Chief Accounting Officer of Borr Drilling from 2017 to 2018, Financial Officer and International Tax Accounting Manager at PGS from 2008 to 2017, Financial Controller at BW Gas ASA from 2005 to 2007 and Auditor at KPMG from 2002 to 2004.
Removed
He was the Chief Executive Officer of Golden Ocean, from 2005 to 2016, Managing Director of Maritime Services, responsible for the Commercial management of the Torvald Klaveness Group’s dry bulk pools, Bulkhandling and Baumarine, from 1998 to 2005, Managing Director of the dry bulk operating company, Frapaco Shipping Ltd, from 1994 to 1998, held various positions within chartering in the Torvald Klaveness Group from 1989 to 1994 and was with the Royal Norwegian Navy from 1978 to 1989.
Added
The NYSE requires that a U.S. listed company maintain a majority of independent directors. As a foreign private issuer, we are exempt from certain rules of the NYSE and are permitted to follow home country practice in lieu of the relevant provisions of the NYSE Listed Company Manual, including this requirement.
Removed
Mr. Billung currently is 67 the Chief Executive Officer of 2020 Bulkers Ltd., parent company of our Manager and Managing Director of Star Bulk Norway AS. For the last five years, Mr.
Added
Our Board of Directors has determined that a majority of our directors are considered “independent” under New York Stock Exchange independence standards. Board Committees Audit Committee The NYSE requires, among other things, that a listed U.S. company have an audit committee with a minimum of three members, all of whom must be independent.
Removed
Billung also held the positions of Senior Vice President of Star Bulk Carriers, Chief Executive Officer of Songa Bulk Management ASA, and Chief Executive Officer of Golden Ocean Management AS. Lars-Christian Svensen assumed the role as Chief Commercial Officer of 2020 Bulkers Management AS (the “Manager”) on September 1, 2024. Mr. Svensen has a 17-year career in international shipping.
Added
Additionally, at least one member of the audit committee must have accounting or related financial management expertise.
Removed
Committees Audit Committee The audit committee, which consists of Jehan Mawjee, Carl Steen and Georgina Sousa, assists the Board of Directors in overseeing our accounting and financial reporting processes and the audits of our Consolidated Financial Statements.
Added
As a foreign private issuer, we are exempt from certain rules of the NYSE and are permitted to follow home country practice in lieu of the relevant provisions of the NYSE Listed Company Manual, including the requirement to have three members on the audit committee. 68 Consistent with NYSE requirements, our audit committee currently consists of three members, Jehan Mawjee, Carl Steen and Alexandra Kate Blankenship.
Removed
In February 2023, the Company incorporated Himalaya Shipping Management (UK) Limited, a wholly-owned limited liability company incorporated under the laws of England and Wales. The intended purpose of this company is to employ certain managers and provide certain accounting functions to the Company and its subsidiaries. This subsidiary employs the Company’s current employees who are based in England and Wales.
Added
The audit committee assists the Board of Directors in overseeing the audits of the Company's financial statements, overseeing the quality and integrity of our external financial reporting. The audit committee is also responsible for reviewing, evaluating and advising the Board concerning the adequacy of our accounting systems, internal controls, and compliance with legal and regulatory requirements.

Item 7. Management's Discussion & Analysis

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

7 edited+0 added−0 removed0 unchanged
Major Shareholders The following table presents certain information as of March 21, 2025 regarding the beneficial ownership of our common shares with respect to shareholders that, to the best of our knowledge, beneficially own more than 5% of our issued and outstanding common shares: 5% Equity holders Beneficial Ownership in Common Shares (1) Number of shares % Drew Holdings Ltd.
Major Shareholders The following table presents certain information as of March 5, 2026 regarding the beneficial ownership of our common shares with respect to shareholders that, to the best of our knowledge, beneficially own more than 5% of our issued and outstanding common shares: 70 5% Equity holders Beneficial Ownership in Common Shares (1) Number of shares % Drew Holdings Ltd.
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 70 A.
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS A.
Related party transactions that we were party to for the years ended December 31, 2024, 2023 and 2022 are described in Note 17—“Related Party Transactions” of our audited consolidated financial statements included herein. C. Interests of Experts and Counsel Not applicable.
Related Party Transactions Himalaya Shipping is party to a number of significant contractual arrangements with related parties. Related party transactions that we were party to for the years ended December 31, 2025, 2024 and 2023 are described in Note 17—“Related Party Transactions” of our audited consolidated financial statements included herein. C. Interests of Experts and Counsel Not applicable.
Drew Holdings Ltd. is wholly owned by Drew Trust, a trust established in Bermuda for the benefit of Mr. Trøim and his immediate family. (3) This information is based solely on the Investor Register on Euronext VPS as of March 21, 2025.
Drew Holdings Ltd. is wholly owned by Drew Trust, a trust established in Bermuda for the benefit of Mr. Tor Olav Trøim and his immediate family.
(2) 13,492,549 29.0% Affinity Shipholdings I LLP (3) 3,054,127 6.6% (1) The calculations in the table above are based on 46,550,000 common shares outstanding as of March 21,2025. (2) This information is derived from Schedule 13G of Drew Holdings Ltd. filed with the SEC on February 4, 2025 plus 142,549 shares issued in the private equity offering in March 2025.
(2) 13,590,549 29.1% (1) The calculations in the table above are based on 46,750,000 common shares outstanding as of March 5, 2026. (2) This information is derived from Schedule 13G of Drew Holdings Ltd. filed with the SEC on October 14, 2025.
To our knowledge, as of March 21, 2025, 46,550,000 of our common shares are held by Cede & Co., a nominee of The Depository Trust Company, which indirectly holds our shares on the NYSE and Oslo Bors. We are not aware of any arrangement that may, at a subsequent date, result in a change of control of our company.
To our knowledge, as of March 5, 2026, 46,750,000 of our common shares are held by Cede & Co., a nominee of The Depository Trust Company, which directly holds our shares that trade on the NYSE and Oslo Bors.
See the sections entitled “Item 4. Information on the Company—A. Our History and Development” and “Item 10. Additional Information—A. Share Capital” for historical changes in our shareholding structure. B. Related Party Transactions Himalaya Shipping is party to a number of significant contractual arrangements with related parties.
We are not aware of any arrangement that may, at a subsequent date, result in a change of control of our company. See the sections entitled “Item 4. Information on the Company—A. Our History and Development” and “Item 10. Additional Information—A. Share Capital” for historical changes in our shareholding structure. B.

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