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What changed in Seanergy Maritime Holdings Corp.'s 20-F — 2024 vs 2025

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

+596 added−629 removedSource: 20-F (2026-03-31) vs 20-F (2025-03-21)

Top changes in Seanergy Maritime Holdings Corp.'s 2025 20-F

596 paragraphs added · 629 removed · 432 edited across 5 sections

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

173 edited+50 added−47 removed340 unchanged
Biggest changeAny decrease in spot freight charter rates or indices in the future may adversely affect our earnings. • An over-supply of dry bulk vessel capacity may depress the current charter rates and vessel values and, in turn, adversely affect our profitability. • If economic conditions throughout the world decline, it will negatively impact our results of operations, financial condition and cash flows, and could cause the market price of our common shares to decline. 6 Table of Contents • Significant tariffs or other restrictions imposed on imports by the U.S. and related countermeasures taken by impacted foreign countries could have a material adverse effect on our operations and financial results. • A recent proposal by the U.S. to impose new port fees on Chinese-operated vessels, Chinese-built vessels, non-Chinese companies operating Chinese-built vessels and companies with newbuilding orders at Chinese shipyards, and to restrict a percentage of U.S. products to being transported on U.S. vessels could have a material adverse effect on our operations and financial results. • Political instability, terrorist attacks or other attacks, war, and international hostilities could affect our business, results of operations, cash flows and financial condition. • Risks associated with operating ocean-going vessels could affect our business and reputation, which could adversely affect our revenues and expenses. • Increases in fuel prices may adversely affect our profits . • Worldwide inflationary pressures could negatively impact our operations and cash flows. • Our revenues are subject to seasonal fluctuations, which could affect our operating results and ability to service our debt or pay dividends. • Climate change and greenhouse gas restrictions may be imposed. • Technological developments which affect global trade flows and supply chains are challenging some of our largest customers and may therefore affect our business and results of operations. • Tax law changes may result in significant additional taxes to us. • Our operations may be adversely impacted by severe weather, including as a result of climate change. • Increased regulation as well as scrutiny of environmental, social and governance matters may impact our business and reputation. • Our vessels may call on ports located in or may operate in countries that are subject to restrictions or sanctions imposed by the United States, the European Union or other governments that could result in fines or other penalties imposed on us and may adversely affect our reputation and the market price of our common shares. • Sulfur regulations to reduce air pollution from ships have required retrofitting of vessels and may cause us to incur significant costs. • We are subject to regulation and liability under environmental laws that could require significant expenditures and affect our cash flows and net income. • Regulations relating to ballast water discharge may adversely affect our revenues and profitability. • Increased inspection procedures, tighter import and export controls and new security regulations could increase costs and disrupt our business. • Acts of piracy on ocean-going vessels could adversely affect our business. • The operation of dry bulk vessels has particular operational risks. • If any of our vessels fails to maintain its class certification or fails any annual survey, intermediate survey, or special survey, or if any scheduled class survey takes longer or is more expensive than anticipated, this could have a material adverse impact on our financial condition and results of operations. • As we employ seafarers covered by industry-wide collective bargaining agreements, a failure of industry groups to renew such agreements may disrupt our operations and adversely affect our earnings. • Maritime claimants could arrest or attach one or more of our vessels, which could interrupt our cash flows. • Governments could requisition our vessels during a period of war or emergency, which could negatively impact our business, financial condition, results of operations, and available cash.
Biggest changeAny decrease in spot freight charter rates or indices in the future may adversely affect our earnings. • An over-supply of dry bulk vessel capacity may depress the current charter rates and vessel values and, in turn, adversely affect our profitability. • If economic conditions throughout the world decline, it will negatively impact our results of operations, financial condition and cash flows, and could cause the market price of our common shares to decline. • Significant tariffs or other restrictions imposed on imports by the U.S. and related countermeasures taken by impacted foreign countries could have a material adverse effect on our operations and financial results. • Recent actions by the U.S. and China imposing new port fees could have a material adverse effect on our operations and financial results. • Political instability, terrorist attacks or other attacks, war, and international hostilities could affect our business, results of operations, cash flows and financial condition. • Risks associated with operating ocean-going vessels could affect our business and reputation, which could adversely affect our revenues and expenses. • Increases in fuel prices may adversely affect our profits . • Worldwide inflationary pressures could negatively impact our results of operations and cash flows. • Our revenues are subject to seasonal fluctuations, which could affect our operating results and ability to service our debt or pay dividends. • Climate change and greenhouse gas restrictions may be imposed. • Technological developments which affect global trade flows and supply chains are challenging some of our largest customers and may therefore affect our business and results of operations. • Tax law changes may result in significant additional taxes to us. • Our operations may be adversely impacted by severe weather, including as a result of climate change. • Increased regulation as well as scrutiny of environmental, social and governance matters may impact our business and reputation. • Our vessels may call on ports located in or may operate in countries that are subject to restrictions or sanctions imposed by the United States, China, the European Union or other governments that could result in fines or other penalties imposed on us and may adversely affect our reputation and the market price of our common shares. • Sulfur regulations to reduce air pollution from ships have required retrofitting of vessels and may cause us to incur significant costs. • We are subject to regulation and liability under environmental laws that could require significant expenditures and affect our cash flows and net income. • Regulations relating to ballast water discharge may adversely affect our revenues and profitability. • Increased inspection procedures, tighter import and export controls and new security regulations could increase costs and disrupt our business. • Acts of piracy on ocean-going vessels could adversely affect our business. • The operation of dry bulk vessels has particular operational risks. • If any of our vessels fails to maintain its class certification or fails any annual survey, intermediate survey, or special survey, or if any scheduled class survey takes longer or is more expensive than anticipated, this could have a material adverse impact on our financial condition and results of operations. • As we employ seafarers covered by industry-wide collective bargaining agreements, a failure of industry groups to renew such agreements may disrupt our operations and adversely affect our earnings. • Maritime claimants could arrest or attach one or more of our vessels, which could interrupt our cash flows. • Governments could requisition our vessels during a period of war or emergency, which could negatively impact our business, financial condition, results of operations, and available cash. 7 Table of Contents Risks Relating to Our Company • The market values of our vessels may decrease, which could limit the amount of funds that we can borrow or trigger breaches of certain financial covenants under our current or future loan agreements and other financing agreements, and we may incur an impairment or, if we sell vessels following a decline in their market value, a loss. • Newbuilding projects are subject to risks that could cause delays or additional unforeseen expenses and could impact our ability to successfully complete current and future newbuilding programs and investments. • We may be unable to obtain financing for vessels we may acquire in the future. • If the vessels we may acquire in the future are not delivered on time or are delivered with significant defects, our earnings and financial condition could suffer. • Substantial debt levels could limit our flexibility to obtain additional financing and pursue other business opportunities. • Our loan agreements and other financing arrangements contain, and we expect that other future loan agreements and financing arrangements will contain, restrictive covenants that may limit our liquidity and corporate activities, which could limit our operational flexibility and have an adverse effect on our financial condition and results of operations.
Such events may contribute to further economic instability in the global financial markets and international commerce and could also adversely affect our ability to obtain additional financing on terms acceptable to us or at all. The war between Russia and Ukraine may lead to further regional and international conflicts or armed action.
Such events may contribute to further economic instability in the global financial markets, international commerce, and could also adversely affect our ability to obtain additional financing on terms acceptable to us or at all. The war between Russia and Ukraine may lead to further regional and international conflicts or armed action.
See “— Significant tariffs or other restrictions imposed on imports by the U.S. and related countermeasures taken by impacted foreign countries could have a material adverse effect on our operations and financial results.” In the past, political conflicts have also resulted in attacks on vessels, mining of waterways and other efforts to disrupt international shipping, particularly in the Arabian Gulf region.
See “— Significant tariffs or other restrictions imposed on imports by the U.S. and related countermeasures taken by impacted foreign countries could have a material adverse effect on our operations and financial results.” In the past, other political conflicts have also resulted in attacks on vessels, mining of waterways, and other efforts to disrupt international shipping, particularly in the Arabian Gulf region.
Inflation could have an adverse impact on our business and operating results and subsequently on our financial condition both directly through the increase of operating costs, including crew costs and materials necessary for the operation of our vessels and indirectly through its adverse impact on the world economy in terms of increasing interest rates and slowdown of global growth.
Inflation could have an adverse impact on our business and operating results and subsequently on our financial condition both directly through the increase in operating costs, including crew costs and materials necessary for the operation of our vessels and indirectly through its adverse impact on the world economy in terms of increasing interest rates and slowdown of global growth.
On August 1, 2022, we again received written notification from the Nasdaq Stock Market indicating that because the closing bid price of our common stock for 30 consecutive business days, from June 16, 2022 to July 29, 2022, was below the minimum $1.00 per share bid price requirement for continued listing on the Nasdaq Capital Market, we were not in compliance with Nasdaq Listing Rule 5550(a)(2).
On August 1, 2022, we received written notification from the Nasdaq Stock Market indicating that because the closing bid price of our common stock for 30 consecutive business days, from June 16, 2022 to July 29, 2022, was below the minimum $1.00 per share bid price requirement for continued listing on the Nasdaq Capital Market, we were not in compliance with Nasdaq Listing Rule 5550(a)(2).
Liquidity and Capital Resources – Loan Arrangements.” We depend on officers and directors who are associated with United Maritime Corporation, of the Republic of the Marshall Islands, which may create conflicts of interest. Our officers and directors have fiduciary duties to manage our business in a manner beneficial to us and our shareholders.
Liquidity and Capital Resources – Loan Arrangements.” We depend on officers and directors who are associated with United Maritime Corporation, of the Republic of the Marshall Islands (“United”), which may create conflicts of interest. Our officers and directors have fiduciary duties to manage our business in a manner beneficial to us and our shareholders.
We conduct most of our operations outside of the United States, and our business, results of operations, cash flows, financial condition, and available cash may be adversely affected by changing economic, political and governmental conditions in the countries and regions where our vessels or vessels we may acquire are employed or registered.
We conduct most of our operations outside of the United States and our business, results of operations, cash flows, financial condition, and available cash may be adversely affected by changing economic, political and governmental conditions in the countries and regions where our vessels or other vessels we may acquire are employed or registered.
However, the cost of future compliance and of our future EU emissions and costs to purchase an allowance for emissions (if we must purchase in order to comply) are unknown and difficult to predict, and are based on a number of factors, including the size of our fleet, our trips within and to and from the EU, and the prevailing cost of allowances.
The cost of future compliance and of our future EU emissions and costs to purchase an allowance for emissions (if we must purchase in order to comply) are unknown and difficult to predict, and are based on a number of factors, including the size of our fleet, our trips within and to and from the EU, and the prevailing cost of allowances.
The fair market value of our vessels is dependent on other factors as well, including: • general economic and market conditions affecting the shipping industry, including changes in global dry cargo commodity supply; • prevailing levels of charter rates; • competition from other shipping companies; • sophistication and condition of the vessels; • advances in efficiency, such as introduction of autonomous vessels; • where the vessel was built and as-built specifications and subsequent modifications and improvements; • lifetime maintenance record; 23 Table of Contents • supply and demand for vessels; • types, sizes, and age of vessels; • number of newbuilding deliveries; • the cost to order and construct a new vessel; • number of vessels scrapped or otherwise removed from the world fleet; • the scrap value of vessels; • changes in environmental and other regulations that may limit the useful life of vessels; • decreased costs and increases in use of other modes of transportation; • cost of secondhand vessel acquisitions; • whether the vessel is equipped with scrubbers; • global economic or pandemic-related crises; • governmental and other regulations, including environmental regulations; • ability of buyers to access financing and capital; • technological advances; and • the cost of retrofitting or modifying existing ships to respond to technological advances in vessel design or equipment, changes in applicable environmental or other regulations or standards, or otherwise.
The fair market value of our vessels is dependent on other factors as well, including: • general economic and market conditions affecting the shipping industry, including changes in global dry cargo commodity supply; • prevailing levels of charter rates; • competition from other shipping companies; • sophistication and condition of the vessels; • advances in efficiency, such as introduction of autonomous vessels; • where the vessel was built and as-built specifications and subsequent modifications and improvements; • lifetime maintenance record; • supply and demand for vessels; • types, sizes, and age of vessels; • number of newbuilding deliveries; • the cost to order and construct a new vessel; • number of vessels scrapped or otherwise removed from the world fleet; • the scrap value of vessels; • changes in environmental and other regulations that may limit the useful life of vessels; • decreased costs and increases in use of other modes of transportation; • cost of secondhand vessel acquisitions; • whether the vessel is equipped with scrubbers; • global economic or pandemic-related crises; • governmental and other regulations, including environmental regulations; • ability of buyers to access financing and capital; • technological advances; and • the cost of retrofitting or modifying existing ships to respond to technological advances in vessel design or equipment, changes in applicable environmental or other regulations or standards, or otherwise.
Furthermore, as of the date hereof, neither the Company nor its subsidiaries have entered into or have any plans to enter into, directly or indirectly, any contracts, agreements or other arrangements with the governments of Iran, Syria, North Korea, Cuba or any entities controlled by the governments of these countries.
Furthermore, as of the date hereof, neither the Company nor its subsidiaries have entered into or have any plans to enter into, directly or indirectly, any contracts, agreements or other arrangements with the governments of Iran, North Korea, Cuba or any entities controlled by the governments of these countries.
We operate throughout the world, including countries with a reputation for corruption. We are committed to doing business in accordance with applicable anti-corruption laws and have adopted a code of business conduct and ethics which is consistent and in full compliance with the FCPA.
We operate throughout the world, including in countries known to have a reputation for corruption. We are committed to doing business in accordance with applicable anti-corruption laws and have adopted a code of business conduct and ethics which is consistent and in full compliance with the FCPA.
Our operations could be negatively affected if third-party managers fail to perform their services satisfactorily. • Management fees will be payable to our managers regardless of our profitability, which could have a material adverse effect on our business, financial condition and results of operations. • We may be classified as a passive foreign investment company, which could result in adverse U.S. federal income tax consequences to U.S. holders of our common stock. • We may have to pay tax on U.S. source income, which would reduce our earnings. • We may be subject to tax in the jurisdictions in which we or our vessel-owning or management subsidiaries are incorporated or operate. • We are a “foreign private issuer,” which could make our common stock less attractive to some investors or otherwise harm our stock price. • Our corporate governance practices are in compliance with, and are not prohibited by, the laws of the Republic of the Marshall Islands, and as such we are entitled to exemption from certain Nasdaq corporate governance standards.
Our operations could be negatively affected if third-party managers fail to perform their services satisfactorily. • Management fees will be payable to our managers regardless of our profitability, which could have a material adverse effect on our business, financial condition and results of operations. • We may be classified as a passive foreign investment company, which could result in adverse U.S. federal income tax consequences to U.S. holders of our common stock. 8 Table of Contents • We may have to pay tax on U.S. source income, which would reduce our earnings. • We may be subject to tax in the jurisdictions in which we or our vessel-owning or management subsidiaries are incorporated or operate. • We are a “foreign private issuer,” which could make our common stock less attractive to some investors or otherwise harm our stock price. • Our corporate governance practices are in compliance with, and are not prohibited by, the laws of the Republic of the Marshall Islands, and as such we are entitled to exemption from certain Nasdaq corporate governance standards.
Before the global economic financial crisis that began in 2008, China had one of the world’s fastest growing economies in terms of gross domestic product, or GDP, which had a significant impact on shipping demand.
Before the global financial crisis that began in 2008, China had one of the world’s fastest growing economies in terms of gross domestic product, or GDP, which had a significant impact on shipping demand.
Recent acts of terror perpetrated by Houthi rebels in the Red Sea region further heighten concerns about the impact on maritime transportation along key routes, such as the Red Sea route, affecting our shipping operations.
Acts of terror perpetrated by Houthi rebels in the Red Sea region further heighten concerns about the impact on maritime transportation along key routes, such as the Red Sea route, affecting our shipping operations.
Given the potential magnitude of these proposed port-related fees and the many uncertainties surrounding their implementation, it is not possible at this time to fully predict the ultimate financial impact.
Given the potential magnitude of these port-related fees and the many uncertainties surrounding their implementation, it is not possible at this time to fully predict the ultimate financial impact.
This may adversely affect our earnings, revenue and profitability and our ability to comply with our loan covenants or covenants in other financing agreements. • Outbreaks of epidemic and pandemic diseases, and any relevant governmental responses thereto could adversely affect our business, results of operations or financial condition. • We are currently dependent on index-linked charters, while in the past a part of our fleet was employed on a spot voyage basis.
This may adversely affect our earnings, revenue and profitability and our ability to comply with our loan covenants or covenants in other financing agreements. • Outbreaks of epidemic and pandemic diseases, and any relevant governmental responses thereto could adversely affect our business, results of operations or financial condition. • We are currently almost entirely dependent on index-linked charters, while in the past a part of our fleet was employed on a spot voyage basis.
During the year ended December 31, 2024, none of our vessels called on ports located in countries subject at that time to comprehensive sanctions and embargoes imposed by the U.S. government or countries identified by the U.S. government or other authorities as state sponsors of terrorism; however, our vessels may call on ports in these countries from time to time in the future on our charterers’ instructions subject to any applicable insurance arrangements and prior approvals, if required.
During the year ended December 31, 2025, none of our vessels called on ports located in countries subject at that time to comprehensive sanctions and embargoes imposed by the U.S. government or countries identified by the U.S. government or other authorities as state sponsors of terrorism; however, our vessels may call on ports in these countries from time to time in the future on our charterers’ instructions subject to any applicable insurance arrangements and prior approvals, if required.
The interests of the holder of the Series B Preferred Shares may conflict with the interests of our common shareholders, and as a result, the holders of our capital stock may approve actions that our common shareholders do not view as beneficial.
The interests of the holder of the Series B Preferred Shares may conflict with the interests of our common shareholders, and as a result, the holders of our capital stock may approve actions that our common shareholders may not view as beneficial.
Our board of directors may not declare dividends in the future. • The superior voting rights of our Series B Preferred Shares may limit the ability of our common shareholders to control or influence corporate matters, and the interests of the holder of such shares could conflict with the interests of common shareholders. • Anti-takeover provisions in our restated articles of incorporation, as amended, and fourth amended and restated bylaws could make it difficult for our shareholders to replace or remove our current board of directors or could have the effect of discouraging, delaying or preventing a merger or acquisition, which could adversely affect the market price of our common shares. • Issuance of preferred shares, such as our Series B Preferred Shares, may adversely affect the voting power of our common shareholders and have the effect of discouraging, delaying or preventing a merger or acquisition, which could adversely affect the market price of our common shares. • We are incorporated in the Republic of the Marshall Islands, which does not have a well-developed body of corporate law, which may negatively affect the ability of shareholders to protect their interests. • We may fail to meet the continued listing requirements of Nasdaq, which could cause our common shares to be delisted. • As a Marshall Islands corporation with principal executive offices in Greece, and also having subsidiaries in the Republic of the Marshall Islands and other offshore jurisdictions such as the Republic of Liberia, and the British Virgin Islands, our operations may be subject to economic substance requirements. • Our fourth amended and restated bylaws provide that the High Court of the Republic of Marshall Islands shall be the sole and exclusive forum for certain disputes between us and our shareholders, which could limit our shareholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, or employees. • We may not achieve the intended benefits of having a forum selection provision if it is found to be unenforceable. • It may not be possible for investors to serve process on or enforce U.S. judgments against us. 8 Table of Contents Risks Relating to Our Industry Charter hire rates for dry bulk vessels are cyclical and volatile and the dry bulk market remains significantly below its historic high.
Our board of directors may not declare dividends in the future. • The superior voting rights of our Series B Preferred Shares may limit the ability of our common shareholders to control or influence corporate matters. • Anti-takeover provisions in our restated articles of incorporation, as amended, and fourth amended and restated bylaws could make it difficult for our shareholders to replace or remove our current board of directors or could have the effect of discouraging, delaying or preventing a merger or acquisition, which could adversely affect the market price of our common shares. • Issuance of preferred shares, such as our Series B Preferred Shares, may adversely affect the voting power of our common shareholders and have the effect of discouraging, delaying or preventing a merger or acquisition, which could adversely affect the market price of our common shares. • We are incorporated in the Republic of the Marshall Islands, which does not have a well-developed body of corporate law, which may negatively affect the ability of shareholders to protect their interests. • We may fail to meet the continued listing requirements of Nasdaq, which could cause our common shares to be delisted. • As a Marshall Islands corporation with principal executive offices in Greece, and also having subsidiaries in the Republic of the Marshall Islands and other offshore jurisdictions such as the Republic of Liberia, our operations may be subject to economic substance requirements. • Our fourth amended and restated bylaws provide that the High Court of the Republic of Marshall Islands shall be the sole and exclusive forum for certain disputes between us and our shareholders, which could limit our shareholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, or employees. • We may not achieve the intended benefits of having a forum selection provision if it is found to be unenforceable. • It may not be possible for investors to serve process on or enforce U.S. judgments against us. 9 Table of Contents Risks Relating to Our Industry Charter hire rates for dry bulk vessels are cyclical and volatile and the dry bulk market remains significantly below its historic high.
Changes in Chinese laws and regulations, including with regards to tax matters, or changes in their implementation by local authorities, could affect our vessels and other vessels we may acquire if chartered to Chinese customers as well as our vessels and other vessels we may acquire calling to Chinese ports and could have a material adverse impact on our business, financial conditions and results of operations. 32 Table of Contents Changing laws and evolving reporting requirements could have an adverse effect on our business.
Changes in Chinese laws and regulations, including with regards to tax matters, or changes in their implementation by local authorities, could affect our vessels and other vessels we may acquire if chartered to Chinese customers as well as our vessels and other vessels we may acquire calling to Chinese ports and could have a material adverse impact on our business, financial conditions and results of operations. 35 Table of Contents Changing laws and evolving reporting requirements could have an adverse effect on our business.
This could substantially impede the ability of public shareholders to benefit from a change in control and, as a result, may adversely affect the market price of our common shares and our shareholders’ ability to realize any potential change of control premium. 36 Table of Contents We are incorporated in the Republic of the Marshall Islands, which does not have a well-developed body of corporate law, which may negatively affect the ability of shareholders to protect their interests.
This could substantially impede the ability of public shareholders to benefit from a change in control and, as a result, may adversely affect the market price of our common shares and our shareholders’ ability to realize any potential change of control premium. 39 Table of Contents We are incorporated in the Republic of the Marshall Islands, which does not have a well-developed body of corporate law, which may negatively affect the ability of shareholders to protect their interests.
Any failure or perceived failure by us in this regard could have a material adverse effect on our reputation and on our business, share price, financial condition, or results of operations, including the sustainability of our business over time. 19 Table of Contents On March 6, 2024, the SEC adopted final rules to enhance and standardize climate-related disclosures by public companies and in public offerings.
Any failure or perceived failure by us in this regard could have a material adverse effect on our reputation and on our business, share price, financial condition, or results of operations, including the sustainability of our business over time. 21 Table of Contents On March 6, 2024, the SEC adopted final rules to enhance and standardize climate-related disclosures by public companies and in public offerings.
In addition, you should not assume that courts in the countries in which we or our subsidiaries are incorporated or where our assets or the assets of our subsidiaries are located (1) would enforce judgments of U.S. courts obtained in actions against us or our subsidiaries based upon the civil liability provisions of applicable U.S. federal and state securities laws or (2) would enforce, in original actions, liabilities against us or our subsidiaries based on those laws. 38 Table of Contents
In addition, you should not assume that courts in the countries in which we or our subsidiaries are incorporated or where our assets or the assets of our subsidiaries are located (1) would enforce judgments of U.S. courts obtained in actions against us or our subsidiaries based upon the civil liability provisions of applicable U.S. federal and state securities laws or (2) would enforce, in original actions, liabilities against us or our subsidiaries based on those laws. 41 Table of Contents
E.U. member states have agreed upon a set of measures, which they can choose to apply against the listed countries, including, increased monitoring and audits, withholding taxes and non-deductibility of costs, and although we are not currently aware of any such measures being adopted, they can be adopted by one or more EU members states in the future.
EU member states have agreed upon a set of measures, which they can choose to apply against the listed countries, including, increased monitoring and audits, withholding taxes and non-deductibility of costs. Although we are not currently aware of any such measures being adopted, they can be adopted by one or more EU members states in the future.
If the USCG spends the full two years to finalize the corresponding enforcement standards, the current 2013 VGP scheme will remain in force until 2026.
If the USCG spends the full two years to finalize the corresponding enforcement standards, the current 2013 VGP scheme will remain in force until late 2026.
The ability of a subsidiary to make these distributions could be affected by the covenants in our loan agreements, a claim or other action by a third party, including a creditor, and the laws of the British Virgin Islands, the Republic of Liberia, the Republic of the Marshall Islands and Malta, where our vessel-owning or other subsidiaries are incorporated, which regulate the payment of dividends by companies.
The ability of a subsidiary to make these distributions could be affected by the covenants in our loan agreements, a claim or other action by a third party, including a creditor, and the laws of the Republic of Liberia, the Republic of the Marshall Islands and Malta, where our vessel-owning or other subsidiaries are incorporated, which regulate the payment of dividends by companies.
In addition, we have entered into an amended and restated shareholders’ rights agreement that makes it more difficult for a third party to acquire us without the support of our board of directors. See “Description of Securities” filed as Exhibit 2.5 hereto for a description of our amended and restated shareholders rights agreement.
In addition, we have entered into an amended and restated shareholders’ rights agreement that makes it more difficult for a third party to acquire us without the support of our board of directors. See “Description of Securities” filed as Exhibit 2.6 hereto for a description of our amended and restated shareholders rights agreement.
See also “— Outbreaks of epidemic and pandemic diseases and any relevant governmental responses thereto could adversely affect our business, results of operations, or financial condition.” In addition, the continuing war in Ukraine, the length and breadth of which remains highly unpredictable, has led to increased economic uncertainty amidst fears of a more generalized military conflict or significant inflationary pressures, due to the increases in fuel and grain prices following the sanctions imposed on Russia.
See also “— Outbreaks of epidemic and pandemic diseases and any relevant governmental responses thereto could adversely affect our business, results of operations, or financial condition.” 13 Table of Contents In addition, the continuing war in Ukraine, the length and breadth of which remains highly unpredictable, has led to increased economic uncertainty amidst fears of a more generalized military conflict or significant inflationary pressures, due to the increases in fuel and grain prices following the sanctions imposed on Russia.
Moreover, we are exempt from the proxy rules, and proxy statements that we distribute will not be subject to review by the Commission. Accordingly, there may be less publicly available information concerning us than there is for other U.S. public companies that are not foreign private issuers.
Moreover, we are exempt from the proxy rules, and proxy statements that we distribute will not be subject to review by the SEC. Accordingly, there may be less publicly available information concerning us than there is for other U.S. public companies that are not foreign private issuers.
Our business would be harmed if V.Ships Greece, Global Seaways or Fidelity failed to perform these services satisfactorily.
Our business would be harmed if V.Ships Greece, Global Seaways, Navilands or Fidelity failed to perform these services satisfactorily.
However, there are factual circumstances beyond our control that could cause us not to have the benefit of the tax exemption under Section 883 in 2025 or future years and thereby cause us to become subject to U.S. federal income tax on our U.S. source shipping income.
However, there are factual circumstances beyond our control that could cause us not to have the benefit of the tax exemption under Section 883 in 2026 or future years and thereby cause us to become subject to U.S. federal income tax on our U.S. source shipping income.
Taxation – United States Federal Income Tax Consequences – Exemption of Operating Income from United States Federal Income Taxation.” Because the availability of the exemption depends on factual circumstances beyond our control, we can give no assurances on the tax-exempt status of ourselves or that of any of our subsidiaries for our 2025 or subsequent taxable years.
Taxation – United States Federal Income Tax Consequences – Exemption of Operating Income from United States Federal Income Taxation.” Because the availability of the exemption depends on factual circumstances beyond our control, we can give no assurances on the tax-exempt status of ourselves or that of any of our subsidiaries for our 2026 or subsequent taxable years.
During 2023 the attained EEXI for all our vessels have been calculated in accordance with regulation 23 of MARPOL Annex VI and the 2021 Guidelines on the method of calculation of the attained Energy Efficiency Existing Ship Index (EEXI) (resolution MEPC.333(76)) (EEXI Calculation Guidelines).
During 2023 the attained Energy Efficiency Existing Ship Index (EEXI) for all our vessels have been calculated in accordance with regulation 23 of MARPOL Annex VI and the 2021 Guidelines on the method of calculation of the attained EEXI then in effect (resolution MEPC.333(76)) (EEXI Calculation Guidelines).
In the absence of available financing or financing in favorable terms, we may be unable to complete vessel acquisitions, take advantage of business opportunities or respond to competitive pressures. Significant tariffs or other restrictions imposed on imports by the U.S. and related countermeasures taken by impacted foreign countries could have a material adverse effect on our operations and financial results.
In the absence of available financing or financing on favorable terms, we may be unable to complete vessel acquisitions, take advantage of business opportunities or respond to competitive pressures. 14 Table of Contents Significant tariffs or other restrictions imposed on imports by the U.S. and related countermeasures taken by impacted foreign countries could have a material adverse effect on our operations and financial results.
We are subject to a corporate flat rate tax for our subsidiaries in Malta for the period from January 1, 2024 to December 31, 2024 and could be subject to additional taxation in the future in Malta or other jurisdictions where our subsidiaries are incorporated or do business.
We are subject to a corporate flat rate tax for our subsidiaries in Malta for the period from January 1, 2025 to December 31, 2025 and could be subject to additional taxation in the future in Malta or other jurisdictions where our subsidiaries are incorporated or do business.
The Series B Preferred Shares, however, have no dividend rights or distribution rights, other than the right upon dissolution to receive a payment equal to the par value per of $0.0001 per share. As of the date of this annual report, our Chairman and Chief Executive Officer can therefore control 49.99% of the voting power of our outstanding capital stock.
The Series B Preferred Shares, however, have no dividend rights or distribution rights, other than the right upon dissolution to receive a payment equal to the par value per of $0.0001 per share. 38 Table of Contents As of the date of this annual report, our Chairman and Chief Executive Officer can therefore control 49.99% of the voting power of our outstanding capital stock.
We are subject, however, to the risk that we, our affiliated entities or our or their respective officers, directors, employees and agents may take action determined to be in violation of such anti-corruption laws, including the FCPA.
We are subject, however, to the risk that we, our affiliated entities or our or their respective officers, directors, employees and agents may take actions determined to be in violation of such anti-corruption laws, including the FCPA.
As a Marshall Islands corporation with principal executive offices in Greece, and also having subsidiaries in the Republic of the Marshall Islands and other offshore jurisdictions such as the Republic of Liberia and the British Virgin Islands, our operations may be subject to economic substance requirements.
As a Marshall Islands corporation with principal executive offices in Greece, and also having subsidiaries in the Republic of the Marshall Islands and other offshore jurisdictions such as the Republic of Liberia, our operations may be subject to economic substance requirements.
The European Commission has stated it will continue to support member states’ efforts to develop a more coordinated approach to sanctions for the listed countries. E.U. legislation prohibits certain E.U. funds from being channeled or transited through entities in non-cooperative jurisdictions. We are a Marshall Islands corporation with principal executive offices in Greece.
The European Commission has stated it will continue to support member states’ efforts to develop a more coordinated approach to sanctions for the listed countries. EU legislation prohibits certain EU funds from being channeled or transited through entities in non-cooperative jurisdictions. We are a Marshall Islands corporation with principal executive offices in Greece.
In previous years, the market supply of dry bulk vessels had increased due to the high level of new deliveries. Dry bulk newbuildings were delivered in significant numbers starting at the beginning of 2006 and continued to be delivered in significant numbers through 2017.
In previous years, the market supply of dry bulk vessels had increased due to the high level of new deliveries. Dry bulk newbuilding vessels were delivered in significant numbers starting at the beginning of 2006 and continued to be delivered in significant numbers through 2017.
If Fidelity fails to perform its obligations, it may harm our ability to renew existing charters upon their expiration, obtain new charters, and maintain satisfactory relationships with our charterers and suppliers. 30 Table of Contents The failure of our third-party managers to perform their obligations satisfactorily could have a material adverse effect on our business, financial condition and results of operations.
If Fidelity fails to perform its obligations, it may harm our ability to renew existing charters upon their expiration, obtain new charters, and maintain satisfactory relationships with our charterers and suppliers. The failure of our third-party managers to perform their obligations satisfactorily could have a material adverse effect on our business, financial condition and results of operations.
The resolution of these potential conflicts may not always be in our best interest or that of our shareholders and could have a material adverse effect on our business, results of operations, cash flows, and financial condition. If we fail to manage our planned growth properly, we may not be able to successfully expand our market share.
The resolution of these potential conflicts may not always be in our best interest or that of our shareholders and could have a material adverse effect on our business, results of operations, cash flows, and financial condition. 28 Table of Contents If we fail to manage our planned growth properly, we may not be able to successfully expand our market share.
We cannot give assurances that we will continue to compete successfully with our competitors or that these factors will not erode our competitive position in the future. Due to our lack of fleet diversification, adverse developments in the maritime dry bulk shipping industry would adversely affect our business, financial condition, and operating results.
We cannot give assurances that we will continue to compete successfully with our competitors or that these factors will not erode our competitive position in the future. 31 Table of Contents Due to our lack of fleet diversification, adverse developments in the maritime dry bulk shipping industry would adversely affect our business, financial condition, and operating results.
Furthermore, detecting, investigating, and resolving actual or alleged violations is expensive and can consume significant time and attention of our senior management. We partly depend on third-party technical, crew and commercial managers for technical, crew and commercial management of our ships. Our operations could be negatively affected if third-party managers fail to perform their services satisfactorily.
Furthermore, detecting, investigating, and resolving actual or alleged violations is expensive and can consume significant time and attention of our senior management. 32 Table of Contents We partly depend on third-party technical, crew and commercial managers for technical, crew and commercial management of our ships. Our operations could be negatively affected if third-party managers fail to perform their services satisfactorily.
This impact could be material and adverse. We are currently almost entirely dependent on index-linked charters, while in the past a part of our fleet was employed on a spot voyage basis. Any decrease in spot freight charter rates or indices in the future may adversely affect our earnings.
This impact could be material and adverse. 11 Table of Contents We are currently almost entirely dependent on index-linked charters, while in the past a part of our fleet was employed on a spot voyage basis. Any decrease in spot freight charter rates or indices in the future may adversely affect our earnings.
There can be no assurance that such restrictions will not adversely affect our ability to finance our future operations or capital needs. 25 Table of Contents As a result of these restrictions, we may need to seek permission from our lenders and other financing counterparties in order to engage in some corporate actions.
There can be no assurance that such restrictions will not adversely affect our ability to finance our future operations or capital needs. As a result of these restrictions, we may need to seek permission from our lenders and other financing counterparties in order to engage in some corporate actions.
In order to maintain compliance, we monitor and review the movement of our vessels on a daily basis. We endeavor to provide that all or most of our future charters include provisions and trade exclusion clauses prohibiting the vessels from calling on ports where there is an existing U.S. embargo.
In order to maintain compliance, we monitor and review the movement of our vessels on a daily basis. We endeavor to provide that all or most of our future charter agreements include provisions and trade exclusion clauses prohibiting the vessels from calling on ports where there is an existing U.S. embargo.
We may not be successful in executing our growth plans and we may incur significant additional expenses and losses in connection therewith. 26 Table of Contents Vessel aging, and purchasing and operating secondhand vessels, such as our current fleet, may result in increased operating costs and vessel off-hire, which could adversely affect our financial condition and results of operations.
We may not be successful in executing our growth plans and we may incur significant additional expenses and losses in connection therewith. Vessel aging, and purchasing and operating secondhand vessels, such as our current fleet, may result in increased operating costs and vessel off-hire, which could adversely affect our financial condition and results of operations.
We do not know (i) if the E.U. will once again add the Republic of the Marshall Islands or the British Virgin Islands to, or add the Republic of Liberia to, the list of non-cooperative jurisdictions, (ii) what actions any such jurisdiction may take, if any, to remove itself from such list if it should be placed back on the list of non-cooperative jurisdictions, (iii) how quickly the E.U. would react to any changes in legislation of the relevant jurisdictions, or (iv) how E.U. banks or other counterparties will react while we or any of our subsidiaries remain as entities organized and existing under the laws of listed countries during a period if the jurisdictions are placed on the list of non-cooperative jurisdictions.
We do not know (i) if the EU will once again add the Republic of the Marshall Islands or add the Republic of Liberia to, the list of non-cooperative jurisdictions, (ii) what actions any such jurisdiction may take, if any, to remove itself from such list if it should be placed back on the list of non-cooperative jurisdictions, (iii) how quickly the EU would react to any changes in legislation of the relevant jurisdictions, or (iv) how EU banks or other counterparties will react while we or any of our subsidiaries remain as entities organized and existing under the laws of listed countries during a period if the jurisdictions are placed on the list of non-cooperative jurisdictions.
Compliance is on a companywide (rather than per ship) basis and “shipping company” is defined widely to capture both the ship owner and any contractually appointed commercial operator/ship manager/bareboat charterer who assumes all duties and responsibilities for the ship under the ISM Code, as well as the responsibility for full compliance under the ETS.
Compliance is on a company -wide (rather than per ship) basis and “shipping company” is defined widely to capture both the ship owner and any contractually appointed commercial operator/ship manager/bareboat charterer who assumes all duties and responsibilities for the ship under the ISM Code, as well as the responsibility for full compliance under the ETS.
In addition, any detention hijacking as a result of an act of piracy against our vessels, or an increase in cost, or unavailability, of insurance for our vessels could have a material adverse impact on our business, financial condition and results of operations. The operation of dry bulk vessels has particular operational risks.
In addition, any detention hijacking as a result of an act of piracy against our vessels, or an increase in cost, or unavailability, of insurance for our vessels could have a material adverse impact on our business, financial condition and results of operations. 24 Table of Contents The operation of dry bulk vessels has particular operational risks.
We participate in various environmental initiatives in our industry and technical committees promoting various ESG matters. We have also secured and entered into two sustainability-linked financings for five of our vessels.
We participate in various environmental initiatives in our industry and technical committees promoting various ESG matters. We have also secured and entered into two sustainability-linked financings for seven of our vessels.
The effect of the E.U. list of non-cooperative jurisdictions, and any non-compliance by us with any legislation or regulations adopted by applicable countries to achieve removal from the list, including economic substance regulations, could have a material adverse effect on our business, financial conditions and operating results.
The effect of the EU list of non-cooperative jurisdictions, and any non-compliance by us with any legislation or regulations adopted by applicable countries to achieve removal from the list, including economic substance regulations, could have a material adverse effect on our business, financial conditions and operating results.
We may not be able to attract and retain key management personnel and other employees in the shipping industry, which may negatively affect the effectiveness of our management and our results of operations.
We may not be able to attract and retain key management personnel and other employees in the shipping industry, which may negatively affect the effectiveness of our management and our results of operation.
The COVID-19 pandemic also, among other things, caused factory closures and restrictions on travel, as well as labor shortages or lack of berths, delays and uncertainties relating to newbuildings, drydockings and vessel inspections, shortages or a lack of access to required spare parts and other functions of shipyards.
The COVID-19 pandemic also, among other things, caused factory closures and restrictions on travel, as well as labor shortages or lack of berths, delays and uncertainties relating to newbuilding vessels, drydockings and vessel inspections, shortages or a lack of access to required spare parts and other functions of shipyards.
Even though port fees are typically borne by the charterer, if port fees are assessed due to our ownership of the relevant vessel, it is possible that charterers may demand that we bear these costs or otherwise reduce the applicable charter rate.
Even though port fees are typically borne by the charterer, if port fees are assessed due to our or the lessor’s ownership or the place of construction of the relevant vessel, it is possible that charterers may demand that we bear these costs or otherwise reduce the applicable charter rate.
This, in turn, could significantly reduce our profitability, negatively impact our ability to compete effectively, and materially and adversely affect our operations and financial results. 14 Table of Contents Political instability, terrorist attacks or other attacks, war, and international hostilities could affect our business, results of operations, cash flows and financial condition.
This, in turn, could significantly reduce our profitability, negatively impact our ability to compete effectively, and materially and adversely affect our operations and financial results. Political instability, terrorist attacks or other attacks, war, and international hostilities could affect our business, results of operations, cash flows and financial condition.
The United States and the United Kingdom, among other countries, as well as the European Union, have announced unprecedented economic sanctions and other penalties against certain persons, entities and activities connected to Russia, including removing Russian-based financial institutions from the Society for Worldwide Interbank Financial Telecommunication payment system and restricting imports of Russian oil, liquefied natural gas and coal.
The United States and the United Kingdom, among other countries, as well as the European Union, have implemented unprecedented economic sanctions and other penalties against certain persons, entities and activities connected to Russia, including removing Russian-based financial institutions from the Society for Worldwide Interbank Financial Telecommunication payment system and restricting imports of Russian oil, liquified natural gas and coal.
The U.S., for example, requires vessels entering its waters from another country to conduct mid-ocean ballast exchange, or undertake some alternate measure, and to comply with certain reporting requirements. Furthermore, United States regulations are currently changing. Although the 2013 Vessel General Permit, or VGP, program and U.S.
The U.S., for example, requires vessels entering its waters from another country to conduct mid-ocean ballast exchange, or undertake some alternate measure, and to comply with certain reporting requirements. 23 Table of Contents Furthermore, United States regulations are currently changing. Although the 2013 Vessel General Permit, or VGP, program and U.S.
Our Chairman and Chief Executive Officer will have substantial influence over our management and affairs and over matters requiring shareholder approval, including the election of directors and significant corporate transactions, even though he owns significantly less than 50% of the Company economically.
Our Chairman and Chief Executive Officer may have substantial influence over our management and affairs and over matters requiring shareholder approval, including the election of directors and significant corporate transactions, even though he owns less than 50% of the Company economically.
In addition, because of the presence of cross-default provisions in our loan agreements and financing arrangements, a default by us under one loan agreement or financing arrangement could lead to defaults under multiple loans and financing agreements. • We depend on officers and directors who are associated with United Maritime Corporation, of the Republic of the Marshall Islands (“United”), which may create conflicts of interest. • If we fail to manage our planned growth properly, we may not be able to successfully expand our market share. • Vessel aging and purchasing and operating secondhand vessels, such as our current fleet, may result in increased operating costs and vessel off-hire, which could adversely affect our financial condition and results of operations. • Volatility of SOFR and potential changes of the use of SOFR as a benchmark could affect our profitability, earnings, and cash flow. • The failure of our current or future counterparties to meet their obligations under our current or future contracts, including any charter agreements, could cause us to suffer losses or otherwise adversely affect our business. • Rising crew costs may adversely affect our profits. • We may not be able to attract and retain key management personnel and other employees in the shipping industry, which may negatively affect the effectiveness of our management and our results of operation . • Our vessels may suffer damage, and we may face unexpected repair costs, which could adversely affect our cash flow and financial condition. • We are exposed to U.S. dollar and foreign currency fluctuations and devaluations that could harm our reported revenue and results of operations. 7 Table of Contents • We maintain cash with a limited number of financial institutions, which may subject us to credit risk. • We are a holding company and we depend on the ability of our subsidiaries to distribute funds to us in order to satisfy financial obligations or to pay dividends. • In the highly competitive international shipping industry, we may not be able to compete for charters with new entrants or established companies with greater resources, which may adversely affect our results of operations. • Due to our lack of fleet diversification, adverse developments in the maritime dry bulk shipping industry would adversely affect our business, financial condition, and operating results. • We are currently subject to litigation and we may be subject to similar or other legal proceedings in the future. • The shipping industry has inherent operational risks that may not be adequately covered by our insurances.
In addition, because of the presence of cross-default provisions in our loan agreements and financing arrangements, a default by us under one loan agreement or financing arrangement could lead to defaults under multiple loans and financing agreements. • We depend on officers and directors who are associated with United Maritime Corporation, of the Republic of the Marshall Islands (“United”), which may create conflicts of interest. • If we fail to manage our planned growth properly, we may not be able to successfully expand our market share. • Vessel aging and purchasing and operating secondhand vessels, such as our current fleet, may result in increased operating costs and vessel off-hire, which could adversely affect our financial condition and results of operations. • Volatility of SOFR and potential changes of the use of SOFR as a benchmark could affect our profitability, earnings, and cash flow. • The failure of our current or future counterparties to meet their obligations under our current or future contracts, including any charter agreements, could cause us to suffer losses or otherwise adversely affect our business. • Rising crew costs may adversely affect our profits. • We may not be able to attract and retain key management personnel and other employees in the shipping industry, which may negatively affect the effectiveness of our management and our results of operations . • Our vessels may suffer damage, and we may face unexpected repair costs, which could adversely affect our cash flow and financial condition. • We are exposed to U.S. dollar and foreign currency fluctuations and devaluations that could harm our reported revenue and results of operations. • We maintain cash with a limited number of financial institutions, which may subject us to credit risk. • We are a holding company and we depend on the ability of our subsidiaries to distribute funds to us in order to satisfy financial obligations or to pay dividends. • In the highly competitive international shipping industry, we may not be able to compete for charters with new entrants or established companies with greater resources, which may adversely affect our results of operations. • Due to our lack of fleet diversification, adverse developments in the maritime dry bulk shipping industry would adversely affect our business, financial condition, and operating results. • We have been and may in the future be subject to litigation that, if not resolved in our favor and not sufficiently insured against, could have a material adverse effect on us. • The shipping industry has inherent operational risks that may not be adequately covered by our insurances.
The amount of any such tax imposed upon our operations or on our subsidiaries’ operations may be material and could have an adverse effect on our earnings. We are a “foreign private issuer,” which could make our common stock less attractive to some investors or otherwise harm our stock price.
The amount of any such tax imposed upon our operations or on our subsidiaries’ operations may be material and could have an adverse effect on our earnings. 34 Table of Contents We are a “foreign private issuer,” which could make our Common Shares less attractive to some investors or otherwise harm our stock price.
This rule changes may have financial impact on our vessels and may result in vessels being banned from calling in the U.S. in case compliance issues arise. 21 Table of Contents Increased inspection procedures, tighter import and export controls and new security regulations could increase costs and disrupt our business.
This rule changes may have financial impact on our vessels and may result in vessels being banned from calling in the U.S. in case compliance issues arise. Increased inspection procedures, tighter import and export controls and new security regulations could increase costs and disrupt our business.
In addition, our officers and directors are exempt from the reporting and “short-swing” profit recovery provisions of Section 16 of the Exchange Act and related rules with respect to their purchase and sales of our securities.
In addition, our officers, directors and principal shareholders are exempt from the “short-swing” profit recovery provisions of Section 16 of the Exchange Act and related rules with respect to their purchase and sales of our securities.
Seanergy Shipmanagement Corp., or Seanergy Shipmanagement, our wholly owned ship management subsidiary, provides technical management services to the majority of the vessels in our fleet, namely the M/Vs Dukeship, Fellowship, Friendship, Knightship, Lordship, Worldship, Hellasship, Partnership, Flagship, Patriotship, Honorship, Premiership, Geniuship, Squireship, Kaizenship and Iconship.
Seanergy Shipmanagement Corp., or Seanergy Shipmanagement, our wholly owned ship management subsidiary, provides technical management services to the majority of the vessels in our fleet, namely the M/Vs Fellowship, Friendship, Knightship, Lordship, Worldship, Hellasship, Partnership, Flagship, Patriotship, Honorship, Premiership, Squireship, Kaizenship, Meiship, Iconship and Championship.
Additionally, on July 25, 2023, the European Council of the European Union adopted the Fuel EU Maritime Regulation 2023/1805 (“FuelEU”) under the FuelEU Initiative of its “Fit-for-55” package which sets limitations on the acceptable yearly greenhouse gas intensity of the energy used by covered vessels.
Additionally, on September 13, 2023, the European Council of the European Union adopted the Fuel EU Maritime Regulation 2023/1805 (“FuelEU”) under the FuelEU Initiative of its “Fit-for-55” package which sets limitations on the acceptable yearly greenhouse gas intensity of the energy used by covered vessels.
Moreover, we operate in a sector of the economy that is likely to be adversely impacted by the effects of political uncertainty and armed conflicts, including the war between Ukraine and Russia and between Israel and Hamas and Hezbollah, Russia and NATO tensions, U.S. and NATO tensions, China and Taiwan disputes, U.S. and China trade relations, instability between Iran and the West, hostilities between the U.S. and North Korea and the U.S. and Panama, political unrest and conflicts in the Middle East, the South China Sea region, the Red Sea region (including missile attacks controlled by the Houthis on vessels transiting the Red Sea or Gulf of Aden), and other countries and geographic areas, geopolitical events, such Brexit, or another withdrawal from the European Union, terrorist or other attacks (or threats thereof) around the world and war (or threatened war) or international hostilities.
Moreover, we operate in a sector of the economy that is likely to be adversely impacted by the effects of political uncertainty and armed conflicts, including the war between Ukraine and Russia, between Israel and Hamas, between Israel and the U.S. and Iran, between Russia and NATO, China and Taiwan disputes, U.S. and China trade relations, hostilities between the U.S. and North Korea, Greenland, Denmark or Venezuela, political unrest and conflicts in the Middle East, the South China Sea region, the Red Sea region (including missile attacks controlled by the Houthis on vessels transiting the Red Sea or Gulf of Aden), and other countries and geographic areas, geopolitical events, such as Brexit, or another withdrawal from the European Union, terrorist or other attacks (or threats thereof) around the world, and war (or threatened war) or international hostilities.
V.Ships Greece provide us with certain technical, general administrative and support services (including vessel maintenance, crewing, purchasing, shipyard supervision, assistance with regulatory compliance, accounting related to vessels and provisions) for the M/Vs Championship, Friendship, Paroship, Titanship, Meiship and Blueship . V.Ships Greece provides crew management services to the M/Vs Fellowship, Lordship, Knightship, Premiership, Geniuship and Squireship.
V.Ships Greece provides us with certain technical, general administrative and support services (including vessel maintenance, crewing, purchasing, shipyard supervision, assistance with regulatory compliance, accounting related to vessels and provisions) for the M/Vs Friendship, Paroship, Titanship and Blueship . V.Ships Greece provides crew management services to the M/Vs Lordship, Knightship, Premiership and Squireship.
Additional amendments to the BWM Convention, concerning the form of the Ballast Water Record Book, are expected to enter into force on February 1, 2025. We have installed ballast water treatment systems in all our vessels which comply with the updated guidelines.
Additional amendments to the BWM Convention, concerning the form of the Ballast Water Record Book, entered into force on February 1, 2025. We have installed ballast water treatment systems in all our vessels which comply with the updated guidelines.
National Invasive Species Act, or NISA, are currently in effect to regulate ballast discharge, exchange and installation, the Vessel Incidental Discharge Act, or VIDA, which was signed into law on December 4, 2018, requires that the U.S. Coast Guard develop implementation, compliance, and enforcement regulations regarding ballast water.
National Invasive Species Act, or NISA, are currently in effect to regulate ballast discharge, exchange and installation, the Vessel Incidental Discharge Act, or VIDA, which was signed into law on December 4, 2018, requires that the USCG develop implementation, compliance, and enforcement regulations regarding ballast water.
Among the factors that have in the past and could in the future affect our stock price are: • quarterly variations in our results of operations; • changes in market valuations of similar companies and stock market price and volume fluctuations generally; • changes in earnings estimates or the publication of research reports by analysts; • speculation in the press or investment community about our business or the shipping industry generally; • strategic actions by us or our competitors such as acquisitions or restructurings; • the thin trading market for our common shares, which makes it somewhat illiquid; • regulatory developments; • additions or departures of key personnel; • general market conditions; and • domestic and international economic, market and currency factors unrelated to our performance. 34 Table of Contents On December 31, 2024, the closing price of our common shares on the Nasdaq Capital Market was $6.95 per share, as compared to $7.27, which was the closing price on March 18, 2025.
Among the factors that have in the past and could in the future affect our stock price are: • quarterly variations in our results of operations; • changes in market valuations of similar companies and stock market price and volume fluctuations generally; • changes in earnings estimates or the publication of research reports by analysts; • speculation in the press or investment community about our business or the shipping industry generally; • strategic actions by us or our competitors such as acquisitions or restructurings; • the thin trading market for our common shares, which makes it somewhat illiquid; • regulatory developments; • additions or departures of key personnel; • general market conditions; and • domestic and international economic, market and currency factors unrelated to our performance. 37 Table of Contents On December 31, 2025, the closing price of our common shares on the Nasdaq Capital Market was $9.23 per share, as compared to $12.04, which was the closing price on March 27, 2026.
Under the Code, 50% of the gross shipping income of a vessel-owning or chartering corporation, such as us and our subsidiaries, that is attributable to transportation that begins or ends, but that does not both begin and end, in the United States, exclusive of certain U.S. territories and possessions, or “U.S. source gross shipping income” may be subject to a 4% U.S. federal income tax without allowance for deduction, unless that corporation qualifies for exemption from tax under Section 883 of the Code and the applicable Treasury Regulations promulgated thereunder. 31 Table of Contents We believe that we qualify for exemption from the 4% tax under Section 883 of the Code for our 2024 taxable year.
Under the Code, 50% of the gross shipping income of a vessel-owning or chartering corporation, such as us and our subsidiaries, that is attributable to transportation that begins or ends, but that does not both begin and end, in the United States, exclusive of certain U.S. territories and possessions, or “U.S. source gross shipping income” may be subject to a 4% U.S. federal income tax without allowance for deduction, unless that corporation qualifies for exemption from tax under Section 883 of the Code and the applicable Treasury Regulations promulgated thereunder.
China’s GDP growth rate recovered from 3.0% in 2022 to 5.2% in 2023, but the economy continued to be weighed down by the ongoing crisis in the property market. For the year ended December 31, 2024, China’s GDP growth rate declined slightly to at approximately 5.0%.
China’s GDP growth rate recovered from 3.0% in 2022 to 5.2% in 2023, but the economy continued to be weighed down by the ongoing crisis in the property market. For the year ended December 31, 2025, China’s GDP growth rate declined slightly to approximately 4.8%.
Looking ahead, the China’s economic growth is expected to remain steady, with forecasts projecting a GDP growth rate of around 5.0% for 2025. Although the Chinese government has implemented economic stimulus measures, it is possible that China and other countries in the Asia Pacific region will continue to experience volatile, slowed or even negative economic growth in the near future.
Looking ahead, China’s economic growth is expected to continue to moderate, with forecasts projecting a GDP growth rate of around 4.5% for 2026. Although the Chinese government has implemented economic stimulus measures, it is possible that China and other countries in the Asia Pacific region will continue to experience volatile, slowed or even negative economic growth in the near future.
Global Seaways provides crew management services to the M/Vs Worldship, Dukeship, Hellasship, Partnership, Flagship, Patriotship, Honorship, Kaizenship and Iconship. Fidelity provides us with commercial management services for our vessels. Our operational success partly depends upon V.Ships Greece’s, Global Seaways’ and Fidelity’s satisfactory performance of these services.
Global Seaways provides crew management services to the M/Vs Worldship, Hellasship, Partnership, Flagship, Patriotship, Honorship, Kaizenship and Iconship. Navilands provides crew management services to the M/Vs Fellowship, Championship and Meiship. Fidelity provides us with commercial management services for our vessels. Our operational success partly depends upon V.Ships Greece’s, Global Seaways’, Navilands’ and Fidelity’s satisfactory performance of these services.
The market value of dry bulk vessels, and Capesize dry bulk carriers in particular, has historically exhibited great volatility. From 2010 until today, the standard 182,000 dwt Capesize yard resale prices have fluctuated from $35.0 million in March 2016 to $77.0 million in May 2024.
The market value of dry bulk vessels, and Capesize dry bulk carriers in particular, has historically exhibited great volatility. From 2010 until today, the standard 182,000 dwt Capesize yard resale prices have fluctuated from $35.0 million in March 2016 to $80.5 million in March 2026.
Factors that influence the supply of vessel capacity include: • the number of newbuilding orders and deliveries, including delays in new vessels’ deliveries; • the number of shipyards and their ability to deliver vessels; • potential disruption, including supply chain disruptions, of shipping routes due to accidents or political events; • scrapping and recycling rate of older vessels; • vessel casualties; • the price of steel and vessel equipment; • product imbalances (affecting the level of trading activity) and developments in international trade; • the number of vessels that are out of service, namely those that are laid-up, drydocked, awaiting repairs or otherwise not available for hire; • vessels’ average speed; • technological advances in vessel design and capacity; • availability of financing for new vessels and shipping activity; 11 Table of Contents • the imposition of sanctions, tariffs, trade barriers or embargos; • changes in national or international regulations that may effectively cause reductions in the carrying capacity of vessels or early obsolescence of tonnage; • changes in environmental and other regulations that may limit the useful life of vessels; • port or canal congestion; • changes in interest or inflation rates; • changes in market conditions, including general domestic and international political conditions or events, including trade wars, acts of hostility or potential, threatened, or ongoing war including between Russia and Ukraine (and related sanctions), the war between Israel and Hamas, and China and Taiwan, the conflict between Israel and Hezbollah, the Houthi crisis in the Red Sea, and the tensions between Israel and Iran, tensions between the U.S. and China, the U.S. and Panama and the U.S. and the European Union and NATO members; and • changes in global and regional economic and political conditions, including the provision or removal of economic stimulus measures meant to counteract the effects of sudden market disruptions due to financial, economic or health crises.
Factors that influence the supply of vessel capacity include: • the number of newbuilding orders and deliveries, including delays in new vessels’ deliveries; • the number of shipyards and their ability to deliver vessels; • potential disruption, including supply chain disruptions, of shipping routes due to accidents or political events; • scrapping and recycling rate of older vessels; • vessel casualties; • the price of steel and vessel equipment; • product imbalances (affecting the level of trading activity) and developments in international trade; 12 Table of Contents • the number of vessels that are out of service, namely those that are laid-up, drydocked, awaiting repairs or otherwise not available for hire; • vessels’ average speed; • technological advances in vessel design and capacity; • availability of financing for new vessels and shipping activity; • the imposition of sanctions, tariffs, import and export restrictions, nationalizations, trade barriers or embargos; • changes in national or international regulations that may effectively cause reductions in the carrying capacity of vessels or early obsolescence of tonnage; • changes in environmental and other regulations that may limit the useful life of vessels; • port or canal congestion; • changes in interest or inflation rates; • changes in market conditions, including general domestic and international political conditions or events, including trade wars, acts of hostility or potential, threatened, or ongoing war, including the war between Russia and Ukraine (and related sanctions), the war between Israel and Hamas, the Houthi attacks on merchant vessels in the region of the Red Sea and the Gulf of Aden, the war between the United States and Israel and Iran, China and Taiwan disputes, the tensions between the U.S. and China, the tensions between the U.S. and Panama, current instability in Venezuela and potential tensions between the U.S. and Greenland, Denmark, the European Union, or Venezuela; and • changes in global and regional economic and political conditions, including the provision or removal of economic stimulus measures meant to counteract the effects of sudden market disruptions due to financial, economic or health crises.
The loss of earnings while our vessels are being repaired and repositioned, as well as the actual cost of these repairs and any repositioning costs, would decrease our earnings and reduce the amount of any dividends in the future.
The time and costs of repairs are unpredictable and may be substantial. The loss of earnings while our vessels are being repaired and repositioned, as well as the actual cost of these repairs and any repositioning costs, would decrease our earnings and reduce the amount of any dividends in the future.
This seasonality should not affect our operating results if our vessels are employed on fixed rate period time charters, but because most of our vessels are employed (the vessels we may acquire may be employed) on index-linked charters (or occasionally in the spot voyage market), seasonality may increase the volatility of, and materially affect, our operating results and cash flows, as well as our ability to pay dividends, if any, in the future. 17 Table of Contents Climate change and greenhouse gas restrictions may be imposed.
This seasonality should not affect our operating results if our vessels are employed on fixed rate period time charters, but because most of our vessels are employed (the vessels we may acquire may be employed) on index-linked charters (or occasionally in the spot voyage market), seasonality may increase the volatility of, and materially affect, our operating results and cash flows, as well as our ability to pay dividends, if any, in the future.
Our exemption from the rules of Section 16 of the Exchange Act regarding sales of common stock by insiders means that you will have less data in this regard than shareholders of U.S. companies that are subject to the Exchange Act.
Our exemption from certain provisions of the rules of Section 16 of the Exchange Act regarding sales of Common Shares by insiders means that you may have less data in this regard than shareholders of U.S. companies that are subject to the Exchange Act.

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Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeWe have assembled a management team comprised of executives who have extensive experience operating large and diversified fleets, and who have strong ties to a number of international charterers. 42 Table of Contents Our Current Fleet The following table lists the vessels in our fleet as of the date of this annual report: Vessel Name Year Built Dwt Flag Yard Type of Employment Titanship 2011 207,855 LIB NACKS T/C Index Linked (1) Meiship 2013 207,851 MI Imabari T/C Index Linked (2) Patriotship 2010 181,709 MI Imabari T/C Index Linked (3) Dukeship 2010 181,453 MI Sasebo T/C Index Linked (4) Worldship 2012 181,415 MI Koyo-Imabari T/C Index Linked (5) Paroship 2012 181,415 LIB Koyo-Imabari T/C Index Linked (6) Kaizenship 2012 181,396 POR Koyo Dock T/C Index Linked (7) Iconship 2013 181,392 LIB Imabari T/C Index Linked (8) Hellasship 2012 181,325 LIB Imabari T/C Index Linked (9) Honorship 2010 180,242 MI Imabari T/C Index Linked (10) Fellowship 2010 179,701 MI Daewoo T/C Index Linked (11) Championship 2011 179,238 MI Sungdong SB T/C Index Linked (12) Partnership 2012 179,213 MI Hyundai T/C Index Linked (13) Knightship 2010 178,978 LIB Hyundai T/C Index Linked (14) Lordship 2010 178,838 LIB Hyundai T/C Index Linked (15) Blueship 2011 178,459 MI Mitsui SB T/C Index Linked (16) Friendship 2009 176,952 LIB Namura T/C Index Linked (17) Flagship 2013 176,387 MI Mitsui T/C Index Linked (18) Geniuship 2010 170,057 MI Sungdong SB T/C Index Linked (19) Premiership 2010 170,024 MI Sungdong SB T/C Index Linked (20) Squireship 2010 170,018 LIB Sungdong SB T/C Index Linked (21) (1) Chartered by Costamare Bulkers and delivered to the charterer on September 28, 2024, for a period of minimum 24 to maximum 30 months.
Biggest changeOur Current Fleet The following table lists the vessels in our fleet as of the date of this annual report: Vessel Name Year Built Dwt Flag Yard Type of Employment Minimum Expiration Maximum Expiration Charterer Titanship 2011 207,855 LIB NACKS T/C Index Linked (1) 09/2026 03/2027 Cargill Meiship 2013 207,851 MI Imabari T/C Index Linked (1) 02/2026 06/2026 Cargill Patriotship 2010 181,709 MI Imabari T/C Index Linked (2) 01/2027 03/2027 Glencore Worldship 2012 181,415 MI Koyo-Imabari T/C Index Linked (2) 11/2026 03/2027 NYK Paroship 2012 181,415 LIB Koyo-Imabari T/C Index Linked (2) 07/2027 12/2027 Oldendorff Kaizenship 2012 181,396 POR Koyo Dock T/C Index Linked (2) 07/2026 09/2026 MOL Iconship 2013 181,392 LIB Imabari T/C Index Linked (2) 03/2026 06/2026 Cargill Hellasship 2012 181,325 LIB Imabari T/C Index Linked (2) 04/2027 08/2027 NYK Honorship 2010 180,242 MI Imabari T/C Index Linked (2) 06/2026 10/2026 NYK Fellowship 2010 179,701 MI Daewoo T/C Index Linked (2) 06/2026 11/2026 Anglo American Championship 2011 179,238 MI Sungdong SB T/C Index Linked (2) 04/2027 08/2027 Cargill Partnership 2012 179,213 MI Hyundai T/C Index Linked (2) 01/2027 05/2027 Glencore Knightship 2010 178,978 LIB Hyundai T/C Index Linked (2) 12/2026 04/2027 Glencore Lordship 2010 178,838 LIB Hyundai T/C Index Linked (2) 01/2027 03/2027 Glencore Blueship 2011 178,459 MI Mitsui SB T/C Index Linked (2) 06/2026 11/2026 NYK Friendship 2009 176,952 LIB Namura T/C Index Linked (2) 10/2026 03/2027 Glencore Flagship 2013 176,387 MI Mitsui T/C Index Linked (2) 10/2027 02/2028 Cargill Premiership 2010 170,024 MI Sungdong SB T/C Index Linked (2) 03/2027 05/2027 Glencore Squireship 2010 170,018 LIB Sungdong SB T/C Index Linked (2) 03/2027 05/2027 Glencore (1) The daily hire has a fixed floor rate plus a profit-sharing scheme based on a significant premium over the daily BCI.
This system is also expected to cover a portion of the vessel’s propulsion requirements and, therefore, to reduce reliance on conventional fuels. - We will oversee the feasibility study and the retrofitting of the equipment in cooperation with Hydrus Engineering S.A., American Bureau of Shipping, National Technical University of Athens, Motor Oil (Hellas) Corinth Refineries S.A., University of Patras, Dresden University of Technology, RINA Services SPA, Metacon S.A.,, Foundation WEGEMT and University of Strathclyde, aiming to physically demonstrate this groundbreaking technology’s applicability to the existing maritime fleet. 48 Table of Contents Social We are focused on our efforts to continuously improve our social impact, including with respect to the health, safety and wellbeing of employees, both on board and ashore, to operational excellence, and to community support.
This system is also expected to cover a portion of the vessel’s propulsion requirements and, therefore, to reduce reliance on conventional fuels. - We will oversee the feasibility study and the retrofitting of the equipment in cooperation with Hydrus Engineering S.A., American Bureau of Shipping, National Technical University of Athens, Motor Oil (Hellas) Corinth Refineries S.A., University of Patras, Dresden University of Technology, RINA Services SPA, Metacon S.A., Foundation WEGEMT and University of Strathclyde, aiming to physically demonstrate this groundbreaking technology’s applicability to the existing maritime fleet. 49 Table of Contents Social We are focused on our efforts to continuously improve our social impact, including with respect to the health, safety and wellbeing of employees, both on board and ashore, to operational excellence, and to community support.
In addition, a future serious marine incident that causes significant adverse environmental impact could result in additional legislation or regulation that could negatively affect our profitability. 49 Table of Contents International Maritime Organization The IMO, the United Nations agency for maritime safety and the prevention of pollution by vessels, 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, or SOLAS Convention, the International Convention on Standards of Training, Certification and Watchkeeping for Seafarers, or STCW, and the International Convention on Load Lines of 1966, or LL Convention.
In addition, a future serious marine incident that causes significant adverse environmental impact could result in additional legislation or regulation that could negatively affect our profitability. 50 Table of Contents International Maritime Organization The IMO, the United Nations agency for maritime safety and the prevention of pollution by vessels, 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, or SOLAS Convention, the International Convention on Standards of Training, Certification and Watchkeeping for Seafarers, or STCW, and the International Convention on Load Lines of 1966, or LL Convention.
Capesize vessels are primarily used to transport iron ore or coal and, to a much lesser extent, grains, primarily on long-haul routes. Panamax . Panamax vessels have a carrying capacity of between 60,000 and 100,000 dwt.
Capesize vessels are primarily used to transport iron ore, coal, or bauxite and, to a much lesser extent, grains, primarily on long-haul routes. Panamax . Panamax vessels have a carrying capacity of between 60,000 and 100,000 dwt.
Environmental Protection Agency, or EPA, or the states where we operate, compliance with these regulations could entail significant capital expenditures or otherwise increase the costs of our operations. 50 Table of Contents MEPC 79 adopted amendments to Annex VI on the reporting of mandatory values related to the implementation of the IMO short-term GHG reduction measure, including attained EEXI, CII and rating values to the IMO DCS, became effective May 1, 2024.
Environmental Protection Agency, or EPA, or the states where we operate, compliance with these regulations could entail significant capital expenditures or otherwise increase the costs of our operations. 51 Table of Contents MEPC 79 adopted amendments to Annex VI on the reporting of mandatory values related to the implementation of the IMO short-term GHG reduction measure, including attained EEXI, CII and rating values to the IMO DCS, became effective May 1, 2024.
Even in the absence of climate control legislation, our business may be indirectly affected to the extent that climate change may result in sea level changes or certain weather events. 57 Table of Contents Vessel Security Regulations Since the terrorist attacks of September 11, 2001 in the United States, there have been a variety of initiatives intended to enhance vessel security such as the U.S.
Even in the absence of climate control legislation, our business may be indirectly affected to the extent that climate change may result in sea level changes or certain weather events. 59 Table of Contents Vessel Security Regulations Since the terrorist attacks of September 11, 2001 in the United States, there have been a variety of initiatives intended to enhance vessel security such as the U.S.
Employment of Our Fleet As of the date of this report, the majority of our vessels are employed under long-term time charters which have a charter hire calculated at an index-linked rate based on the 5-routes T/C average of the BCI, while two of our vessels earn a daily hire of a fixed floor rate plus a profit-sharing scheme based on a significant premium over the daily BCI.
Employment of Our Fleet As of the date of this report, all of our vessels are employed under long-term time charters which have a charter hire calculated at an index-linked rate based on the 5-routes T/C average of the BCI, while two of our vessels earn a daily hire of a fixed floor rate plus a profit-sharing scheme based on a significant premium over the daily BCI.
For EU-flagged vessels, a certificate (either an Inventory Certificate or Ready for Recycling Certificate) will be necessary, while non-EU flagged vessels will need a Statement of Compliance. Now that the Hong Kong Convention has been ratified and will enter into force on 26 June 2025, it is expected the EU Ship Recycling Regulation will be reviewed in light of this.
For EU-flagged vessels, a certificate (either an Inventory Certificate or Ready for Recycling Certificate) will be necessary, while non-EU flagged vessels will need a Statement of Compliance. Now that the Hong Kong Convention has been ratified and entered into force on June 26, 2025, it is expected the EU Ship Recycling Regulation will be reviewed in light of this.
There are two key initiatives relevant to maritime arising from the Proposals: (a) a bespoke emissions trading scheme for the maritime sector (ETS) which commenced in 2024 and which applies to all ships above a gross tonnage of 5,000; and (b) a FuelEU draft regulation which seeks to require all ships above a gross tonnage of 5,000 to carry on board a ‘FuelEU certificate of compliance’ from 30 June 2025 as evidence of compliance with the limits on the greenhouse gas intensity of the energy used on-board by a ship and with the requirements on the use of on-shore power supply (OPS) at berth.
There are two key initiatives relevant to maritime arising from the Proposals: (a) a bespoke emissions trading scheme for the maritime sector (ETS) which commenced in 2024 and which applies to all ships above a gross tonnage of 5,000; and (b) a FuelEU draft regulation which seeks to require all ships above a gross tonnage of 5,000 to carry on board a ‘FuelEU certificate of compliance’ beginning June 30, 2026 as evidence of compliance with the limits on the greenhouse gas intensity of the energy used on-board by a ship and with the requirements on the use of on-shore power supply (OPS) at berth.
In evaluating demand factors for dry bulk vessel capacity, we believe that dry bulk vessels can be the most versatile element of the global shipping fleets in terms of employment alternatives. 46 Table of Contents Charter Hire Rates Charter hire rates fluctuate by varying degrees among dry bulk vessel size categories.
In evaluating demand factors for dry bulk vessel capacity, we believe that dry bulk vessels can be the most versatile element of the global shipping fleets in terms of employment alternatives. 47 Table of Contents Charter Hire Rates Charter hire rates fluctuate by varying degrees among dry bulk vessel size categories.
The U.S. Clean Water Act, or CWA, prohibits the discharge of oil, hazardous substances and ballast water in U.S. navigable waters unless authorized by a duly issued permit or exemption, and imposes strict liability in the form of penalties for any unauthorized discharges.
The CWA, prohibits the discharge of oil, hazardous substances and ballast water in U.S. navigable waters unless authorized by a duly issued permit or exemption, and imposes strict liability in the form of penalties for any unauthorized discharges.
In 2024, we issued 180,000 of our common shares pursuant to exercises of outstanding Class E warrants with gross proceeds of $0.9 million. 41 Table of Contents On February 5, 2024, we agreed to acquire a 181,392 dwt Capesize bulk carrier, built in 2013 in Japan. The vessel was delivered on June 11, 2024, and was renamed M/V Iconship.
In 2024, we issued 180,000 of our common shares pursuant to exercises of outstanding Class E warrants with gross proceeds of $0.9 million. On February 5, 2024, we agreed to acquire a 181,392 dwt Capesize bulk carrier, built in 2013 in Japan. The vessel was delivered on June 11, 2024, and was renamed M/V Iconship.
With respect to non-ratifying states, liability for spills or releases of oil carried as fuel in ship’s bunkers typically is determined by the national or other domestic laws in the jurisdiction where the events or damages occur. 52 Table of Contents Ships are required to maintain a certificate attesting that they maintain adequate insurance to cover an incident.
With respect to non-ratifying states, liability for spills or releases of oil carried as fuel in ship’s bunkers typically is determined by the national or other domestic laws in the jurisdiction where the events or damages occur. Ships are required to maintain a certificate attesting that they maintain adequate insurance to cover an incident.
We believe that we have obtained all permits, licenses and certificates currently required to permit our vessels to operate as planned. Additional laws and regulations, environmental or otherwise, may be adopted which could limit our ability to do business or increase the cost of us doing business in the future. 59 Table of Contents C.
We believe that we have obtained all permits, licenses and certificates currently required to permit our vessels to operate as planned. Additional laws and regulations, environmental or otherwise, may be adopted which could limit our ability to do business or increase the cost of us doing business in the future. C.
All of our index-linked time charter agreements have the option to convert the floating rate into a fixed rate corresponding to the prevailing value of the respective Capesize FFAs. In the future, we may opportunistically look to employ some of our vessels under time charter contracts with a fixed rate, should rates become more attractive.
All of our index-linked time charter agreements have the option to convert the floating rate into a fixed rate corresponding to the prevailing value of the respective Capesize FFAs. In the future, we may opportunistically look to employ some of our vessels under time charter contracts with a fixed rate, or in the spot market, should rates become more attractive.
We note that following the publication of the Omnibus package of proposals on February 26, 2025 which are designed to simplify EU regulations and cut red tape, the application of all reporting requirements in the CSRD for companies that are due to report in 2026 and 2027 is postponed and to 2028.
We note that following the publication of the Omnibus package of proposals on February 26, 2025 which are designed to simplify EU regulations and cut red tape, the application of all reporting requirements in the CSRD for companies that are due to report in 2026 and 2027 is postponed and to 2028 (in respect of the 2027 financial year).
We continuously monitor the performance of our vessels through high frequency remote performance monitoring systems and advanced data reporting management systems and take action to improve the energy efficiency of our fleet both operationally and technically, in view of the greenhouse gas (GHG) strategy set for 2030 and 2050 by the IMO, the United Nations agency for maritime safety and the prevention of pollution by vessels. • Nine of our vessels are retrofitted with Exhaust Gas Cleaning Systems (“EGCS”) , that is, scrubbers, in order to comply with emissions standards, titled IMO-2020, set by the IMO. • We participate in the Poseidon Principles, which establish a framework for assessing and disclosing the climate alignment of ship finance portfolios and are consistent with the policies and ambitions of the IMO to reduce shipping’s total annual GHG emissions by at least 40% by 2030. • We collaborate with our charterers within the scope of the Sea Cargo Charter, providing them with our vessel data to enable them to assess and report on the carbon intensity of the chartering activities of these vessels. • We have engaged and actively participate in partnerships and alliances that promote sustainability in the maritime sector, including emission control and other environmental initiatives, such as the Global Maritime Forum (GMF), the Hellenic Decarbonization committee of RINA Classification Society, Hellenic Marine Environment Protection Association, Intercargo’s Emissions Working Group, which refers to the IMO Correspondence Group on the Review of the Short-Term GHG Reduction Measure and we participate in Blue Visby Consortium to lower emissions while enhancing overall fleet efficiency. • We engage in thorough external assessments for ESG verification, intended to ensure our initiatives and operations align with established environmental, social, and governance standards.
We continuously monitor the performance of our vessels through high frequency remote performance monitoring systems and advanced data reporting management systems and take action to improve the energy efficiency of our fleet both operationally and technically, in view of the greenhouse gas (GHG) strategy set for 2030 and 2050 by the IMO, the United Nations agency for maritime safety and the prevention of pollution by vessels. • Nine of our vessels are retrofitted with Exhaust Gas Cleaning Systems (“EGCS”), that is, scrubbers, in order to comply with emissions standards, titled IMO-2020, set by the IMO. • We participate in the Poseidon Principles, which establish a framework for assessing and disclosing the climate alignment of ship finance portfolios against IMO decarbonization trajectories. • We collaborate with our charterers within the scope of the Sea Cargo Charter, providing them with our vessel data to enable them to assess and report on the carbon intensity of the chartering activities of these vessels. • We have engaged and actively participate in partnerships and alliances that promote sustainability in the maritime sector, including emission control and other environmental initiatives, such as the Global Maritime Forum (GMF), the Hellenic Decarbonization committee of RINA Classification Society, Hellenic Marine Environment Protection Association, Intercargo’s Emissions Working Group, which refers to the IMO Correspondence Group on the Review of the Short-Term GHG Reduction Measure and we participate in Blue Visby Consortium to lower emissions while enhancing overall fleet efficiency. • We engage in thorough external assessments for ESG verification, intended to ensure our initiatives and operations align with established environmental, social, and governance standards.
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 commencing on January 1, 2019.
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.
Vessels of over 400 gross tons engaged in international voyages will also be required to undergo an initial survey before the vessel is put into service or before an International Antifouling System Certificate is issued for the first time; and subsequent surveys when the antifouling systems are altered or replaced.
Vessels of over 400 gross tons engaged in international voyages are required to undergo an initial survey before the vessel is put into service or before an International Antifouling System Certificate is issued for the first time; and subsequent surveys when the antifouling systems are altered or replaced.
Increased value insurance also covers excess liabilities which are not recoverable under our hull and machinery policy by reason of under insurance. Protection and Indemnity Insurance Protection and indemnity insurance, provided by mutual protection and indemnity associations, or P&I Associations, covers our third-party liabilities in connection with our shipping activities.
Increased value insurance also covers excess liabilities which are not recoverable under our hull and machinery policy by reason of under insurance. 61 Table of Contents Protection and Indemnity Insurance Protection and indemnity insurance, provided by mutual protection and indemnity associations, or P&I Associations, covers our third-party liabilities in connection with our shipping activities.
The limitation on liability also does not apply if the responsible person fails or refused to provide all reasonable cooperation and assistance as requested in connection with response activities where the vessel is subject to OPA. OPA and CERCLA each preserve the right to recover damages under existing law, including maritime tort law.
The limitation on liability also does not apply if the responsible person fails or refused to provide all reasonable cooperation and assistance as requested in connection with response activities where the vessel is subject to OPA. 55 Table of Contents OPA and CERCLA each preserve the right to recover damages under existing law, including maritime tort law.
The CSRD will begin to apply on a phased basis starting from financial year 2024 through to 2028, applicable to large EU and non-EU undertakings with substantial presence in the EU, subject to certain financial and employee thresholds being met.
The CSRD began to apply on a phased basis starting from financial year 2024 through 2028, applicable to large EU and non-EU undertakings with substantial presence in the EU, subject to certain financial and employee thresholds being met.
V.Ships Greece, an independent third party, currently provides technical management services to six of our vessels, the M/Vs Championship, Friendship, Titanship, Paroship, Blueship and Meiship, that includes general administrative and support services, such as crewing and other technical management services, accounting related to vessels and provisions.
V.Ships Greece, an independent third party, currently provides technical management services to four of our vessels, the M/Vs Friendship, Titanship, Paroship and Blueship, that includes general administrative and support services, such as crewing and other technical management services, accounting related to vessels and provisions.
All of our vessels are certified as being “in class” by all the applicable Classification Societies (e.g., American Bureau of Shipping, DNV, Lloyd’s Register of Shipping, Bureau Veritas, NKK). 58 Table of Contents A vessel must undergo annual surveys, intermediate surveys, dry-dockings and special surveys.
All of our vessels are certified as being “in class” by all the applicable Classification Societies (e.g., American Bureau of Shipping, DNV, Lloyd’s Register of Shipping, Bureau Veritas, RINA, NKK). A vessel must undergo annual surveys, intermediate surveys, dry-dockings and special surveys.
Waters. 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, or VIDA, which was signed into law on December 4, 2018, and requires that the U.S. Coast Guard develop implementation, compliance, and enforcement regulations regarding ballast water.
Waters. 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, or VIDA, which was signed into law on December 4, 2018, and requires that the USCG develop implementation, compliance, and enforcement regulations regarding ballast water.
Republic of the Marshall Islands Sea Genius Shipping Co. Republic of the Marshall Islands Traders Shipping Co. Republic of the Marshall Islands Gladiator Shipping Co. Republic of the Marshall Islands Premier Marine Co. Republic of the Marshall Islands Emperor Holding Ltd. Republic of the Marshall Islands Champion Marine Co. Republic of the Marshall Islands Fellow Shipping Co.
Republic of the Marshall Islands Sea Genius Shipping Co. Republic of the Marshall Islands Traders Shipping Co. Republic of the Marshall Islands Premier Marine Co. Republic of the Marshall Islands Emperor Holding Ltd. Republic of the Marshall Islands Champion Marine Co. Republic of the Marshall Islands Fellow Shipping Co. Republic of the Marshall Islands Patriot Shipping Co.
Republic of the Marshall Islands Patriot Shipping Co. Republic of the Marshall Islands Flag Marine Co. Republic of the Marshall Islands World Shipping Co. Republic of the Marshall Islands Partner Marine Co. Republic of the Marshall Islands Duke Shipping Co. Republic of the Marshall Islands Atsea Ventures Corp. Republic of the Marshall Islands Kaizen Shipping Co.
Republic of the Marshall Islands Flag Marine Co. Republic of the Marshall Islands World Shipping Co. Republic of the Marshall Islands Partner Marine Co. Republic of the Marshall Islands Duke Shipping Co. Republic of the Marshall Islands Atsea Ventures Corp. Republic of the Marshall Islands Kaizen Shipping Co. Republic of the Marshall Islands Blue Shipping Co.
We are dedicated to providing equal employment opportunities and treating our people fairly without regard to race, color, religious beliefs, age, sex, or any other classification. • We maintain high employee retention rates both on board and ashore and work to facilitate the professional development, continuous training and career advancement of our people. • We have an annual contract with an international organization providing 24/7 medical and psychological coverage for all seamen onboard the vessels, as well as direct assistance. • We initiated semi-annual crewing conferences to meet and greet with your seafarers with the aim to foster a sense of community, address concerns, and ensure effective communication between the management and the crew. • Our community investment activities focus on, but are not limited to, supporting vulnerable groups and youth education in Greece.
We are dedicated to providing equal employment opportunities and treating our people fairly without regard to race, color, religious beliefs, age, sex, or any other classification. • We maintain high employee retention rates both on board and ashore and work to facilitate the professional development, continuous training and career advancement of our people. • We have an annual contract with an international organization providing 24/7 medical and psychological coverage for all seamen onboard the vessels, as well as direct assistance. • We have introduced annual crewing conferences to meet and greet with your seafarers with the aim to foster a sense of community, address concerns, and ensure effective communication between the management and the crew. • Our community investment activities focus on, but are not limited to, supporting vulnerable groups and promoting youth education in Greece. • Our crew welfare initiatives place strong emphasis on safeguarding the continuous mental health and overall wellbeing of our seafarers on board.
Amendments to SOLAS chapter II-2, intended to prevent the supply of oil fuel not complying SOLAS flashpoint requirements, requiring that ships carrying oil fuel must, prior to bunkering, be provided with a declaration certifying that the oil fuel supplied is in conformity with regulation SOLAS II-2/4.2.1, will enter into effect January 1, 2026.
The amendments became effective January 1, 2026. Amendments to SOLAS chapter II-2, intended to prevent the supply of oil fuel not complying SOLAS flashpoint requirements, requiring that ships carrying oil fuel must, prior to bunkering, be provided with a declaration certifying that the oil fuel supplied is in conformity with regulation SOLAS II-2/4.2.1, became effective January 1, 2026.
Currently, the IMO has designated four ECAs, including specified portions of the Baltic Sea area, North Sea area, North American area and United States Caribbean Sea area.
Currently, the IMO has designated a number of ECAs, including specified portions of the Baltic Sea area, North Sea area, North American area and United States Caribbean Sea area.
MEPC 82 adopted additional amendments to Annex VI designating the Canadian Arctic and the Norwegian Sea as ECAs, which will become effective on March 1, 2026. Ocean-going vessels in these areas are subject to stringent emission controls and may cause us to incur additional costs.
MEPC 82 adopted additional amendments to Annex VI designating the Canadian Arctic and the Norwegian Sea as ECAs, which entered into force on March 1, 2026. Ocean-going vessels in these areas are subject to stringent emission controls and may cause us to incur additional costs.
From a risk management perspective, new systems, including, personnel, data management systems, costs recovery mechanisms, revised service agreement terms and emissions reporting procedures will have to be put in place, at significant cost, to prepare for and manage the administrative aspect of ETS compliance. 55 Table of Contents Additionally, on July 25, 2023, the European Council of the European Union adopted the FuelEU under the FuelEU Initiative of its “Fit-for-55” package which sets limitations on the acceptable yearly greenhouse gas intensity of the energy used by covered vessels.
From a risk management perspective, new systems, including, personnel, data management systems, costs recovery mechanisms, revised service agreement terms and emissions reporting procedures must be kept in place, at significant cost, to continue managing the administrative aspect of ETS compliance. 57 Table of Contents Additionally, on July 25, 2023, the European Council of the European Union adopted the FuelEU under the FuelEU Initiative of its “Fit-for-55” package which sets limitations on the acceptable yearly greenhouse gas intensity of the energy used by covered vessels.
The CWA also imposes substantial liability for the costs of removal, remediation and damages and complements the remedies available under OPA and CERCLA. In 2015, the EPA expanded the definition of “waters of the United States,” or WOTUS, thereby expanding federal authority under the CWA. On December 30, 2022, the EPA and U.S.
The CWA also imposes substantial liability for the costs of removal, remediation and damages and complements the remedies available under OPA and CERCLA. In 2015, the EPA expanded the definition of “waters of the United States,” or WOTUS, thereby expanding federal authority under the CWA.
OPA defines these other damages broadly to include: (i) injury to, destruction or loss of, or loss of use of, natural resources and related assessment costs; (ii) injury to, or economic losses resulting from, the destruction of real and personal property; (iii) loss of subsistence use of natural resources that are injured, destroyed or lost; (iv) 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; (v) lost profits or impairment of earning capacity due to injury, destruction or loss of real or personal property or natural resources; and (vi) 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. 53 Table of Contents OPA contains statutory caps on liability and damages; such caps do not apply to direct clean-up costs.
OPA defines these other damages broadly to include: (i) injury to, destruction or loss of, or loss of use of, natural resources and related assessment costs; (ii) injury to, or economic losses resulting from, the destruction of real and personal property; (iii) loss of subsistence use of natural resources that are injured, destroyed or lost; (iv) 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; (v) lost profits or impairment of earning capacity due to injury, destruction or loss of real or personal property or natural resources; and (vi) 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.
On March 18, 2024, we agreed to acquire a 181,396 dwt Capesize bulk carrier, built in 2012 in Japan. The vessel was delivered on October 1, 2024 and was renamed M/V Kaizenship. The purchase price of $35.6 million was funded with cash on hand and through the Hinode Sale and Leaseback, as described below.
The purchase price of $33.7 million was funded with cash on hand and through the AVIC Iconship Sale and Leaseback, as described herein. On March 18, 2024, we agreed to acquire a 181,396 dwt Capesize bulk carrier, built in 2012 in Japan. The vessel was delivered on October 1, 2024 and was renamed M/V Kaizenship.
Customers individually accounting for more than 10% of our revenues during the years ended December 31, 2024, 2023 and 2022 were: Customer 2024 2023 2022 A 34 % 28 % 24 % B 22 % 25 % 17 % C 12 % 18 % 18 % D - 12 % 15 % Total 68 % 83 % 74 % Seasonality Coal, iron ore and grains, which are the major bulks of the dry bulk shipping industry, are somewhat seasonal in nature.
Customers individually accounting for more than 10% of our revenues during the years ended December 31, 2025, 2024 and 2023 were: Customer 2025 2024 2023 A 32% 34% 28% B 20% 22% 25% C 17% - - D 13% 12% 18% E - - 12% Total 82% 68% 83% 48 Table of Contents Seasonality Coal, iron ore and grains, which are the major bulks of the dry bulk shipping industry, are somewhat seasonal in nature.
In January 2025, President Trump signed an executive order to start the process of withdrawing the United States from the Paris Agreement; the withdrawal will take at least one year to complete. 56 Table of Contents 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.
In January 2025, President Trump signed an executive order to start the process of withdrawing the United States from the Paris Agreement; the withdrawal took effect on January 27, 2026. 58 Table of Contents 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.
Amendments to Annex VI requiring bunker delivery notes to include a flashpoint of fuel oil or a statement that the flashpoint has been measured at or above 70°C as mandatory information, became effective May 1, 2024. MARPOL mandates certain measures relating to energy efficiency for ships.
Amendments to Annex VI requiring bunker delivery notes to include a flashpoint of fuel oil or a statement that the flashpoint has been measured at or above 70°C as mandatory information, became effective May 1, 2024.
Riley Securities, Inc., as sales agent, as amended to date, pursuant to which we may issue and sell, from time to time, through or to the sales agent, up to an aggregate of $30 million of its common shares, par value $0.0001 per share.
On December 14, 2023, we entered into an ATM Sales Agreement with B. Riley Securities, Inc., as sales agent, as amended to date, pursuant to which we may issue and sell, from time to time, through or to the sales agent, up to an aggregate of $30 million of our common shares, par value $0.0001 per share.
All ships are now required to develop and implement Ship Energy Efficiency Management Plans, or 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, or EEDI.
All ships are now required to develop and implement Ship Energy Efficiency Management Plans, or 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, or EEDI. MEPC 81 adopted amendments to the guidelines for the development of SEEMPs, including the methodology for collecting data.
The failure of a vessel owner or bareboat charterer to comply with the ISM Code may subject such party to increased liability, may decrease available insurance coverage for the affected vessels and may result in a denial of access to, or detention in, certain ports.
The failure of a vessel owner or bareboat charterer to comply with the ISM Code may subject such party to increased liability, may decrease available insurance coverage for the affected vessels and may result in a denial of access to, or detention in, certain ports. 52 Table of Contents The ISM Code requires that vessel operators obtain a safety management certificate for each vessel they operate.
The final rule became effective September 8, 2023 and operates to limit the Clean Water Act. 54 Table of Contents The EPA and the USCG have also enacted rules relating to ballast water discharge, compliance with which requires the installation of equipment on our vessels to treat ballast water before it is discharged or the implementation of other port facility disposal arrangements or procedures at potentially substantial costs, and/or otherwise restrict our vessels from entering U.S.
The comments received will be reviewed while a final rule is developed. 56 Table of Contents The EPA and the USCG have also enacted rules relating to ballast water discharge, compliance with which requires the installation of equipment on our vessels to treat ballast water before it is discharged or the implementation of other port facility disposal arrangements or procedures at potentially substantial costs, and/or otherwise restrict our vessels from entering U.S.
Effective March 2023, the USCG adjusted the limits of OPA liability for non-tank vessels, edible oil tank vessels, and any oil spill response vessels, to the greater of $1,300 per gross ton or $1,076,000 (subject to periodic adjustment for inflation).
OPA contains statutory caps on liability and damages; such caps do not apply to direct clean-up costs. Effective March 2023, the USCG adjusted the limits of OPA liability for non-tank vessels, edible oil tank vessels, and any oil spill response vessels, to the greater of $1,300 per gross ton or $1,076,000 (subject to periodic adjustment for inflation).
In addition, we provide certain management services to vessels owned or operated by United. Seanergy Shipmanagement, our wholly owned subsidiary, provides technical management services to the majority of the vessels of our fleet, namely the M/Vs Dukeship, Fellowship, Friendship, Knightship, Lordship, Worldship, Hellasship, Partnership, Flagship, Patriotship, Honorship, Premiership, Geniuship, Squireship, Kaizenship and Iconship.
Seanergy Shipmanagement, our wholly owned subsidiary, currently provides technical management services to the majority of the vessels of our fleet, namely the M/Vs Fellowship, Friendship, Knightship, Lordship, Worldship, Hellasship, Partnership, Flagship, Patriotship, Honorship, Premiership, Squireship, Kaizenship, Meiship, Iconship and Championship.
For the companies in scope (above 1,000 employees and 50 million turnover), the Commission will adopt a delegated act to revise and simplify the existing sustainability reporting standards (ESRS).
For the companies that are in scope, the Commission will adopt a delegated act to revise and simplify the existing sustainability reporting standards (ESRS).
Additional or new conventions, laws and regulations, including those from states of the United States, may be adopted that could require the installation of expensive emission control systems and could adversely affect our business, results of operations, cash flows and financial condition.
These amendments went into effect August 1, 2025. We may incur costs to comply with these revised standards. Additional or new conventions, laws and regulations, including those from states of the United States, may be adopted that could require the installation of expensive emission control systems and could adversely affect our business, results of operations, cash flows and financial condition.
We currently operate 19 Capesize dry bulk vessels and two Newcastlemax dry bulk vessels, predominantly built in Japan and S. Korea, with a cargo-carrying capacity of approximately 3,803,918 dwt and an average fleet age of approximately 13.8 years.
We currently own or finance lease 18 Capesize dry bulk vessels and two Newcastlemax dry bulk vessels, predominantly built in Japan and S. Korea, with a cargo-carrying capacity of approximately 3,633,861 dwt and an average fleet age of approximately 14.7 years.
In 2024, we paid a monthly fee of $10,000 per vessel to V.Ships Greece in exchange for providing these technical, support and administrative services. Since January 1, 2025, we pay a monthly fee of $10,833 per vessel to V.Ships Greece.
In 2025, we paid a monthly fee of between $10,000 and $10,833 per vessel to V.Ships Greece in exchange for providing these technical, support and administrative services for five vessels and a fee of $10,833 for the M/V Meiship until May 9, 2025.
On November 1, 2024, we released our Environmental, Social and Governance Report for the year ended December 31, 2023 (“2023 ESG Report”). The 2023 ESG Report provides an overview of our policies relating to environmental, social and governance commitments and has been developed in accordance with the Global Reporting Initiative Standards and the Sustainability Accounting Standards Board for Marine Transportation.
The 2023 ESG Report provides an overview of our policies relating to environmental, social and governance commitments and has been developed in accordance with the Global Reporting Initiative Standards and the Sustainability Accounting Standards Board for Marine Transportation. On December 12, 2024, we agreed to acquire a 207,851 dwt Newcastlemax vessel, built in 2013 in Japan.
We believe we have established a reputation in the international dry bulk shipping industry for operating and maintaining vessels with high standards of performance, reliability and safety.
In addition, we have five newbuilding vessels under construction, four Capesize and one Newcastlemax, while we have agreed to sell one Capesize vessel. We believe we have established a reputation in the international dry bulk shipping industry for operating and maintaining vessels with high standards of performance, reliability and safety.
Inspection by Classification Societies The hull and machinery of every commercial vessel must be classed by a classification society authorized by its country of registry. 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 SOLAS.
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 SOLAS.
Republic of the Marshall Islands Blue Shipping Co. Republic of the Marshall Islands Mei Shipping Co. Republic of the Marshall Islands Squire Ocean Navigation Co. Republic of Liberia Lord Ocean Navigation Co. Republic of Liberia Knight Ocean Navigation Co. Republic of Liberia Good Ocean Navigation Co. Republic of Liberia Hellas Ocean Navigation Co. Republic of Liberia Friend Ocean Navigation Co.
Republic of the Marshall Islands Mei Shipping Co. Republic of the Marshall Islands King Marine Co. Republic of the Marshall Islands Mega Marine Co. Republic of the Marshall Islands Niki Marine Co. Republic of the Marshall Islands Squire Ocean Navigation Co. Republic of Liberia Lord Ocean Navigation Co. Republic of Liberia Knight Ocean Navigation Co.
These technical management agreements are for an indefinite period until terminated by either party, giving the other notice in writing, in which event the applicable agreement shall terminate after one or two months from the date upon which such notice is received. 45 Table of Contents Seanergy Management has entered into a commercial management agreement with Fidelity, an independent third party, pursuant to which Fidelity provides commercial management services for all of the vessels in our fleet.
These technical management agreements are for an indefinite period until terminated by either party, giving the other notice in writing, in which event the applicable agreement shall terminate after one or two months from the date upon which such notice is received.
After each calendar year, the aggregated data are reported to the flag state. If the data have been reported in accordance with the requirements, the flag state issues a statement of compliance to the ship.
The SEEMPs of all ships covered by the IMO DCS must include a description of the methodology for data collection and reporting. After each calendar year, the aggregated data are reported to the flag state. If the data have been reported in accordance with the requirements, the flag state issues a statement of compliance to the ship.
The commercial management agreement may be terminated by either party upon giving one-month prior written notice to the other party. V.Ships Greece and Global Seaways provide crew management services to six and nine vessels of our fleet, respectively. In 2024, we paid a monthly fee of $2,200 per vessel to V.Ships Greece.
The commercial management agreement may be terminated by either party upon giving one-month prior written notice to the other party. 46 Table of Contents V.Ships Greece, Global Seaways and Navilands currently provide crew management services to four, eight and three vessels of our fleet, respectively.
For most ships, compliance with the D-2 standard will involve installing on-board systems to treat ballast water and eliminate unwanted organisms.
The “D-2 standard” specifies the maximum amount of viable organisms allowed to be discharged, and compliance dates vary depending on the IOPP renewal dates. For most ships, compliance with the D-2 standard will involve installing on-board systems to treat ballast water and eliminate unwanted organisms.
The BWM Convention’s implementing regulations call for a phased introduction of mandatory ballast water exchange requirements, to be replaced in time with mandatory concentration limits, and require all ships to carry a ballast water record book and an international ballast water management certificate.
The BWM Convention’s implementing regulations call for a phased introduction of mandatory ballast water exchange requirements, to be replaced in time with mandatory concentration limits, and require all ships to carry a ballast water record book and an international ballast water management certificate. 53 Table of Contents Specifically, ships over 400 gross tons generally must comply with a “D-1 standard,” requiring the exchange of ballast water only in open seas and away from coastal waters.
On July 6, 2023, we announced that we repurchased 362,161 common shares at an average price of approximately $4.35 per share pursuant to the June 2022 Repurchase Plan.
On July 6, 2023, we announced that we repurchased 362,161 common shares at an average price of approximately $4.35 per share pursuant to the June 2022 Repurchase Plan. On December 1, 2023, we accomplished a strategic partnership under the European Union funded SAFeCRAFT Project Consortium (“SAFeCRAFT”), a breakthrough initiative concerning the utilization of alternative fuels.
Our Business Strategy We currently operate 19 Capesize vessels and two Newcastlemax dry bulk vessels. We also intend to continue to review the market from time to time aiming to identify potential acquisition targets which will be accretive to our earnings per share.
We also intend to continue to review the market from time to time aiming to identify potential acquisition targets which will be accretive to our earnings per share. Our acquisition strategy mainly focuses on Capesize dry bulk vessels, although we may acquire vessels in other sectors which we believe offer attractive investment opportunities.
Effective July 1, 2024, amendments to the International Code on the Enhanced Programme of Inspections during Surveys of Bulk Carriers and Oil Tankers, 2011 became effective, addressing inconsistencies on examination of ballast tanks at annual surveys for bulk carriers and oil tankers. 51 Table of Contents 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, or IMDG Code.
Effective July 1, 2024, amendments to the International Code on the Enhanced Programme of Inspections during Surveys of Bulk Carriers and Oil Tankers, 2011 became effective, addressing inconsistencies on examination of ballast tanks at annual surveys for bulk carriers and oil tankers. In May 2024, the latest IMDG Code amendment was adopted, covering additional provisions for ships carrying dangerous goods.
However, there can be no assurance that such certificates will be maintained in the future . The IMO continues to review and introduce new regulations. It is impossible to predict what additional regulations, if any, may be passed by the IMO and what effect, if any, such regulations might have on our operations.
However, there can be no assurance that such certificates will be maintained in the future . The IMO continues to review and introduce new regulations.
No vessel can obtain a safety management certificate unless its manager has been awarded a document of compliance, issued by each flag state, under the ISM Code. We have obtained applicable documents of compliance for our offices and safety management certificates for all of our vessels for which the certificates are required by the IMO.
This certificate evidences compliance by a vessel’s management with the ISM Code requirements for a safety management system. No vessel can obtain a safety management certificate unless its manager has been awarded a document of compliance, issued by each flag state, under the ISM Code.
Bureau of Safety and Environmental Enforcement’s, or BSEE, revised Production Safety Systems Rule, or PSSR, effective December 27, 2018, modified and relaxed certain environmental and safety protections under the 2016 PSSR. Additionally, in August 2023, the BSEE released a final Well Control Rule, which strengthens testing and performance requirements, and may affect offshore drilling operations.
Bureau of Safety and Environmental Enforcement’s, or BSEE, revised Production Safety Systems Rule, or PSSR, effective December 27, 2018, modified and relaxed certain environmental and safety protections under the 2016 PSSR.
We have assembled a management team comprised of executives who have extensive experience operating large and diversified fleets, and who have strong ties to a number of international charterers. We were incorporated under the laws of the Republic of the Marshall Islands, pursuant to the BCA, on January 4, 2008, originally under the name Seanergy Merger Corp.
We have assembled a management team comprised of executives who have extensive experience operating large and diversified fleets, and who have strong ties to a number of international charterers.
We maintain our principal executive offices at Glyfada, Greece. Other than our vessels, we do not have any material property. See “ Item 4.B. Business Overview - Our Current Fleet ” and “ Item 5. Operating and Financial Review and Prospects — B. Liquidity and Capital Resources – Loan Arrangements .”
Limited Malta Pembroke Chartering Services Limited Malta 62 Table of Contents D. Property, Plants and Equipment We do not own any real estate property. We maintain our principal executive offices at Glyfada, Greece. Other than our vessels, we do not have any material property. See “ Item 4.B. Business Overview - Our Current Fleet ” and “ Item 5.
Because three of the five largest grain producers (the United States of America, Canada and the European Union) are located in the northern hemisphere and the other two (Argentina and Australia) are located in the southern hemisphere, harvests occur throughout the year and grains transportation requires dry bulk shipping accordingly. 47 Table of Contents Our ESG Initiatives Environmental We aim to comply with all applicable environmental regulations in a timely and efficient manner, and we implement measures to further reduce our carbon footprint, improve our environmental performance and protect the marine environment.
Because three of the five largest grain producers (the United States of America, Canada and the European Union) are located in the northern hemisphere and the other two (Argentina and Australia) are located in the southern hemisphere, harvests occur throughout the year and grains transportation requires dry bulk shipping accordingly.
Seanergy will provide one of its existing, conventionally fueled Capesize vessels as the demonstrating vessel under SAFeCRAFT which will be retrofitted to utilize hydrogen (H2) as the main energy source for electric power generation. This system is also expected to cover a portion of the vessel’s propulsion requirements and, therefore, to reduce reliance on conventional fuels.
SAFeCRAFT aims to demonstrate the safety and viability of Sustainable Alternative Fuels (“SAFs”) in seaborne transportation, accelerating the adoption of SAFs technologies. Seanergy will provide one of its existing, conventionally fueled Capesize vessels as the demonstrating vessel under SAFeCRAFT which will be retrofitted to utilize hydrogen (H2) as the main energy source for electric power generation.
The 2022 ESG Report provides an overview of our policies relating to environmental, social and governance commitments of the Company and has been developed in accordance with the Global Reporting Initiative Standards and the Sustainability Accounting Standards Board for Marine Transportation.
The 2022 ESG Report provides an overview of our policies relating to environmental, social and governance commitments of the Company and has been developed in accordance with the Global Reporting Initiative Standards and the Sustainability Accounting Standards Board for Marine Transportation. 42 Table of Contents On December 14, 2023, we announced that our board of directors authorized the 2023 December Repurchase Plan, pursuant to which we could purchase up to $25.0 million of our outstanding common shares, convertible note, and warrants until December 31, 2025.
The bareboat charter agreement required a downpayment of $8.0 million and includes a daily charter rate of $9,750 and a purchase obligation of $22.5 million at the end of the bareboat charter.
The bareboat charter agreement required a downpayment of $8.0 million and includes a daily charter rate of $9,750 and a purchase obligation of $22.5 million at the end of the bareboat charter which was financed by the Kowa Blueship Sale and Leaseback described herein. On April 2, 2025 our previously issued Class D Warrants expired.
If implemented into law, the Omnibus package will simplify compliance for SMEs and all companies with up to 1,000 employees and 50 million turnover will be outside the scope of the CSRD.
The Omnibus package was approved by the EU Parliament on December 16, 2025 and will simplify compliance for small and medium-sized entities and all companies with up to 1,000 employees and less than 450 million turnover will be outside the scope of the CSRD.
We changed our name to Seanergy Maritime Holdings Corp. on July 11, 2008. Our executive offices are located at 154 Vouliagmenis Avenue, 166 74 Glyfada, Greece and our telephone number is + 30 213 0181507. Our website is www.seanergymaritime.com .
Our executive offices are located at 154 Vouliagmenis Avenue, 166 74 Glyfada, Greece and our telephone number is + 30 213 0181507. Our website is www.seanergymaritime.com . The SEC maintains a website that contains reports, proxy and information statements, and other information that we file electronically at www.sec.gov.
In October 2024, we exercised the purchase option and took delivery of the M/V Titanship, for an aggregate price of $20.2 million. The exercise of the purchase option was financed with proceeds from the October 2024 Alpha Bank Loan Facility, as described herein.
The purchase price of $35.6 million was funded with cash on hand and through the Hinode Sale and Leaseback, as described below. In August 2024, our board of directors adopted an updated dividend policy, as described herein. In October 2024, we exercised the purchase option and took delivery of the M/V Titanship, for an aggregate price of $20.2 million.
In addition, in 2024 we paid a monthly fee of $90 per crew member or around $2,000 per vessel to Global Seaways. Since January 1, 2025, we pay a monthly fee of $2,300 per vessel to V.Ships Greece and a fee of between $95 to $120 per crew member or around $2,300 to Global Seaways.
Since January 1, 2026, we pay a monthly fee of $2,392 per vessel to V.Ships Greece for four vessels; we also pay a monthly fee of between $95 to $120 per crew member to Global Seaways for eight vessels, while we paid a monthly fee of between $95 to $120 per crew member for the M/V Dukeship until February 12, 2026.
These regulations could cause us to incur additional substantial expenses. At MEPC 70 in October 2016, a mandatory data collection system (DCS) was adopted which requires ships above 5,000 gross tons to report consumption data for fuel oil, hours under way and distance travelled.
At MEPC 70 in October 2016, a mandatory data collection system (DCS) was adopted which requires ships above 5,000 gross tons to report consumption data for fuel oil, hours under way and distance travelled. Unlike the EU MRV (see below), the IMO DCS covers any maritime activity carried out by ships, including dredging, pipeline laying, ice-breaking, fish-catching and off-shore installations.
Amended Annex VI also established new tiers of stringent nitrogen oxide emissions standards for marine diesel engines, depending on their date of installation.
These regulations were approved as amendments and submitted for adoption as legally binding, but in October 2025 the MEPC agreed to adjourn the meeting on adoption until 2026. Amended Annex VI also established new tiers of stringent nitrogen oxide emissions standards for marine diesel engines, depending on their date of installation.
On March 5, 2024, we declared a regular quarterly cash dividend of $0.025 per common share for the fourth quarter of 2023 and a special cash dividend of $0.075 per common share, which was paid April 10, 2024 to all shareholders of record as of March 25, 2024.
A special committee of disinterested members of our Board of Directors negotiated the terms and approved the agreement. On February 13, 2026, we declared a quarterly dividend of $0.20 per common share for the fourth quarter of 2025 which will be paid on or about April 10, 2026 to all shareholders of record as of March 27, 2026.
The document of compliance and safety management certificate are renewed as required.
We have obtained applicable documents of compliance for our offices and safety management certificates for all of our vessels for which the certificates are required by the IMO. The document of compliance and safety management certificate are renewed as required.
Army Corps of Engineers announced the final revised WOTUS rule, which was published on January 18, 2023. In August 2023, the EPA and Department of the Army issued a final rule to amend the revised WOTUS definition to conform the definition of WOTUS to the U.S.
In August 2023, the EPA and Department of the Army issued a final rule to amend the revised WOTUS definition to conform the definition of WOTUS to the U.S. Supreme Court’s interpretation of the Clean Water Act in its decision dated May 25, 2023. The final rule became effective September 8, 2023 and operates to limit the Clean Water Act.
MEPC 80 adopted the 2023 IMO Strategy on Reduction of GHG Emissions from Ships with enhanced targets to mitigate harmful emissions. The revised IMO GHG Strategy comprises a common ambition to ensure an uptake of alternative zero and near-zero GHG fuels by 2030 and to achieve net-zero emissions from international shipping by 2050.
MEPC 80 adopted the 2023 IMO Strategy on Reduction of GHG Emissions from Ships with enhanced targets to mitigate harmful emissions. The initial strategy identifies levels of ambition to reducing gas emissions. In April 2025, the IMO net-zero framework was approved by MEPC 83, including the new fuel standard for ships and a global pricing mechanism for emissions.
Our acquisition strategy mainly focuses on secondhand Capesize dry bulk vessels, although we may acquire vessels in other sectors which we believe offer attractive investment opportunities. Management of Our Fleet We manage our vessels’ operations, insurances and bunkering and have the general supervision of our third-party technical and commercial managers.
Management of Our Fleet We manage our vessels’ operations, insurances and bunkering and have the general supervision of our third-party technical and commercial managers. In addition, we provide certain management services to vessels owned or operated by United.

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Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

129 edited+58 added−43 removed62 unchanged
Biggest changeDollars, except for share and per share data) Year ended December 31, Change 2024 2023 Amount % Revenues: Vessel revenue, net 164,881 107,036 57,845 54 % Fees from related parties 2,578 3,198 (620 ) (19 )% Revenue, net 167,459 110,234 57,225 52 % Expenses: Voyage expenses (3,297 ) (2,851 ) (446 ) 16 % Vessel operating expenses (46,985 ) (42,260 ) (4,725 ) 11 % Management fees (760 ) (700 ) (60 ) 9 % General and administration expenses (23,971 ) (22,149 ) (1,822 ) 8 % Depreciation and amortization (29,695 ) (28,831 ) (864 ) 3 % Gain on sale of vessel, net - 8,094 (8,094 ) (100 )% Loss on forward freight agreements, net (177 ) (188 ) 11 (6 )% Operating income 62,574 21,349 41,225 193 % Other income / (expenses), net: Interest and finance costs (20,603 ) (20,694 ) 91 - Loss on extinguishment of debt (653 ) (540 ) (113 ) 21 % Interest and other income 2,096 2,443 (347 ) (14 )% Foreign currency exchange gain / (losses), net 58 (276 ) 334 (121 )% Total other expenses, net: (19,102 ) (19,067 ) (35 ) - Net income 43,472 2,282 41,190 1,805 % Net income per common share Basic 2.12 0.12 Diluted 2.11 0.12 Weighted average number of common shares outstanding Basic 19,745,379 18,394,419 Diluted 19,879,876 18,442,688 Vessel Revenue, Net – The increase was mainly attributable to the increase in prevailing charter rates and secondarily to the increase in operating days.
Biggest changeDollars, except for share and per share data) Year ended December 31, Change 2025 2024 Amount % Revenues: Vessel revenue, net 155,519 164,881 (9,362 ) (6 )% Fees from related parties 2,580 2,578 2 - Revenue, net 158,099 167,459 (9,360 ) (6 )% Expenses: Voyage expenses (5,524 ) (3,297 ) (2,227 ) 68 % Vessel operating expenses (53,785 ) (46,985 ) (6,800 ) 14 % Management fees (1,076 ) (760 ) (316 ) 42 % General and administration expenses (20,460 ) (23,971 ) 3,511 (15 )% Depreciation and amortization (36,156 ) (29,695 ) (6,461 ) 22 % Gain on sale of vessel, net 2,308 - 2,308 - Loss on forward freight agreements, net (64 ) (177 ) 113 (64 )% Operating income 43,342 62,574 (19,232 ) (31 )% Other income / (expenses), net: Interest and finance costs (21,721 ) (20,603 ) (1,118 ) 5 % Loss on extinguishment of debt (1,663 ) (653 ) (1,010 ) 155 % Interest and other income 1,322 2,096 (774 ) (37 )% Interest income - related party 48 - 48 - Other income - foreign currency forward contracts 46 - 46 - Foreign currency exchange (loss) / gain, net (132 ) 58 (190 ) (328 )% Total other expenses, net: (22,100 ) (19,102 ) (2,998 ) 16 % Net income 21,242 43,472 (22,230 ) (51 )% Net income per common share Basic 1.02 2.12 Diluted 1.01 2.11 Weighted average number of common shares outstanding Basic 20,471,002 19,745,379 Diluted 20,537,796 19,879,876 Vessel Revenue, Net – The decrease was mainly attributable to the decrease in prevailing charter rates, which was partially offset by an increase in operating days.
Interest and Other Income – Interest and other income for the year ended December 31, 2024 consist of $0.9 million of insurance credits and insurance claims, and an amount of $1.2 million related to interest income from our short-term time deposits.
Interest and other income for the year ended December 31, 2024 consist of $0.9 million of insurance credits and insurance claims, and an amount of $1.2 million related to interest income from our short-term time deposits.
(“Piraeus Bank”) for a $53.6 million term loan for the purpose of (i) refinancing the June 2022 Piraeus Bank Loan Facility, which was secured by the M/Vs Worldship and Honorship, (ii) partially financing the acquisition cost of the M/V Meiship. The facility was drawn on February 25, 2025.
(“Piraeus Bank”) for a $53.6 million term loan for the purpose of (i) refinancing the June 2022 Piraeus Bank Loan Facility, which was secured by the M/Vs Worldship and Honorship and (ii) partially financing the acquisition cost of the M/V Meiship . The facility was drawn on February 25, 2025.
CMBFL Sale and Leaseback On June 22, 2021, the Company entered into sale and leaseback agreements for the M/Vs Hellasship and Patriotship in the total amount of a $30.9 million with CMB Financial Leasing Co., Ltd. (“CMBFL”) for the purpose of financing the outstanding acquisition price of both vessels.
CMBFL Sale and Leaseback On June 22, 2021, the Company entered into sale and leaseback agreements for the M/Vs Hellasship and Patriotship in the total amount of $30.9 million with CMB Financial Leasing Co., Ltd. (“CMBFL”) for the purpose of financing the outstanding acquisition price of both vessels.
The Company has continuous options to repurchase the vessel at any time of the bareboat charter period at predetermined prices as set forth in the agreement following the first anniversary of the bareboat charter. The sale and leaseback agreement does not include any financial covenants or security value maintenance provisions.
The Company has continuous options to repurchase the vessel at any time during the bareboat charter period at predetermined prices, as set forth in the agreement, following the first anniversary of the bareboat charter. The sale and leaseback agreement does not include any financial covenants or security value maintenance provisions.
The Company has continuous options to repurchase the vessel at any time of the bareboat charter period at predetermined prices as set forth in the agreement following the first anniversary of the bareboat charter. The sale and leaseback agreement does not include any financial covenants or security value maintenance provisions.
The Company has continuous options to repurchase the vessel at any time during the bareboat charter period at predetermined prices, as set forth in the agreement, following the first anniversary of the bareboat charter. The sale and leaseback agreement does not include any financial covenants or security value maintenance provisions.
Our sensitivity analysis revealed that, to the extent that going forward the 10-year historical charter rates, excluding the outliers, would not decline by more than 10% for Capesize vessels, we would not be required to recognize impairment.
Our sensitivity analysis revealed that, to the extent that going forward the 10-year historical charter rates, excluding the outliers, would not decline by more than 12% for Capesize vessels, we would not be required to recognize impairment.
The table set forth below indicates (i) the carrying value of each of our vessels as of December 31, 2024 and 2023, respectively, and (ii) which of our vessels we believe had a basic market value below their carrying value. The carrying value includes, as applicable, vessel costs, plus any unamortized deferred dry-docking costs.
The table set forth below indicates (i) the carrying value of each of our vessels as of December 31, 2025 and 2024, respectively, and (ii) which of our vessels we believe had a basic market value below their carrying value. The carrying value includes, as applicable, vessel costs, plus any unamortized deferred dry-docking costs.
Additional information on our annual scheduled obligations under our long-term debt and other financial liabilities are described in “Loan Arrangements” below in Note 8 (“Long-Term Debt and Other Financial Liabilities”) and in Note 17 (“Subsequent Events”) of our consolidated financial statements included in Item 18 of this annual report.
Additional information on our annual scheduled obligations under our long-term debt and other financial liabilities are described in “Loan Arrangements” below in Note 8 (“Long-Term Debt and Other Financial Liabilities”) and in Note 16 (“Subsequent Events”) of our consolidated financial statements included in Item 18 of this annual report.
The agreement became effective on June 28, 2024, upon the delivery of the M/V Hellaship to the lessor. The Company sold and chartered back the vessel on a bareboat basis for a five-year period, having a purchase obligation at the end of the fifth year.
The agreement became effective on June 28, 2024, upon the delivery of the M/V Hellasship to the lessor. The Company sold and chartered back the vessel on a bareboat basis for a five-year period, having a purchase obligation at the end of the fifth year.
To minimize such subjectivity, our analysis for the years ended December 31, 2024 and 2023 also involved sensitivity analysis to the model input we believe is more important and likely to change.
To minimize such subjectivity, our analysis for the years ended December 31, 2025 and 2024 also involved sensitivity analysis to the model input we believe is more important and likely to change.
Financing Activities : The 2024 cash inflow resulted mainly from $120.8 million proceeds from long-term debt and other financial liabilities and $5.8 million proceeds from issuance of common stock and warrants.
The 2024 cash inflow resulted mainly from $120.8 million proceeds from long-term debt and other financial liabilities and $5.8 million proceeds from issuance of common stock and warrants.
Meanwhile, the 2023 Israel–Hamas war and subsequent missile attacks by the Houthis in the Red Sea have led vessels to divert via the Cape of Good Hope, which had a modestly positive impact on the dry bulk market by reducing supply.
Meanwhile, the Israel–Hamas conflict and subsequent missile attacks by the Houthis in the Red Sea have led vessels to divert via the Cape of Good Hope, which had a modestly positive impact on the dry bulk market by reducing supply.
This aggregate difference between the carrying value of these vessels and their market value of $2.6 million and $14.1 million, as of December 31, 2024 and 2023, respectively, represents the amount by which we believe we would have had to reduce our net income if we sold all of such vessels, on industry standard terms, in cash transactions, and to a willing buyer where we are not under any compulsion to sell, and where the buyer was not under any compulsion to buy as of December 31, 2024 and 2023, respectively.
This aggregate difference between the carrying value of these vessels and their market value of $0.2 million and $2.6 million, as of December 31, 2025 and 2024, respectively, represents the amount by which we believe we would have had to reduce our net income if we sold all of such vessels, on industry standard terms, in cash transactions, and to a willing buyer where we are not under any compulsion to sell, and where the buyer was not under any compulsion to buy as of December 31, 2025 and 2024, respectively.
Fluctuations in time charter rates are influenced by changes in spot charter rates. 71 Table of Contents Bareboat charter. A bareboat charter is generally a contract pursuant to which a vessel owner provides its vessel to a charterer for a fixed period of time at a specified daily rate.
Fluctuations in time charter rates are influenced by changes in spot charter rates. Bareboat charter. A bareboat charter is generally a contract pursuant to which a vessel owner provides its vessel to a charterer for a fixed period of time at a specified daily rate.
For a description of all our significant accounting policies, see Note 2 to our annual audited financial statements included in this annual report. 61 Table of Contents Results of Operations Year ended December 31, 2024 as compared to year ended December 31, 2023 (In thousands of U.S.
For a description of all our significant accounting policies, see Note 2 to our annual audited financial statements included in this annual report. 63 Table of Contents Results of Operations Year ended December 31, 2025 as compared to year ended December 31, 2024 (In thousands of U.S.
Loss on Extinguishment of Debt – The loss in the year ended December 31, 2024, is attributable to the full settlement of the CMBFL Sale and Leaseback, secured by the M/V Hellasship and M/V Patriotship (described below) .
The loss in the year ended December 31, 2024, is attributable to the full settlement of the CMBFL Sale and Leaseback, secured by the M/V Hellasship and the M/V Patriotship (described below) .
The facility bears interest at term SOFR plus a margin of 3.50% per annum and is repayable by four quarterly installments of $0.5 million, followed by sixteen quarterly installments of $0.4 million and a balloon installment of $6.7 million payable together with the final installment.
The facility bore interest at term SOFR plus a margin of 3.50% per annum and was repayable by four quarterly installments of $0.5 million, followed by sixteen quarterly installments of $0.4 million and a balloon installment of $6.7 million payable together with the final installment.
Our assessment concluded that no impairment loss should be recorded as of December 31, 2024 and 2023. Our Fleet – Illustrative Comparison of Possible Excess of Carrying Value Over Estimated Charter-Free Market Value of Certain Vessels Historically, the market values of vessels have experienced volatility, which from time to time may be substantial.
Our assessment concluded that no impairment loss should be recorded as of December 31, 2025 and 2024. 77 Table of Contents Our Fleet – Illustrative Comparison of Possible Excess of Carrying Value Over Estimated Charter-Free Market Value of Certain Vessels Historically, the market values of vessels have experienced volatility, which from time to time may be substantial.
The charterhire principal amortizes in 20 quarterly installments of $0.5 million along with a purchase obligation of $8.5 million at the expiry of the bareboat charter, bearing an interest rate of 3-month term SOFR plus 2.15% per annum.
The charterhire principal amortizes in 20 quarterly installments of $0.5 million followed by a purchase obligation of $8.5 million at the expiry of the bareboat charter, bearing an interest rate of 3-month term SOFR plus 2.15% per annum.
As of the date of this report, the majority of our vessels are employed under long-term time charters which have a charter hire calculated at an index-linked rate based on the 5-routes T/C average of the BCI, while two of our vessels earn a daily hire of a fixed floor rate plus a profit-sharing scheme based on a significant premium over the daily BCI.
As of the date of this report, the majority of our vessels are employed under long-term time charters which have a charter hire calculated at an index-linked rate based on the 5-routes T/C average of the BCI, while two of our vessels earn a daily hire of a fixed floor rate plus a profit-sharing scheme based on a significant premium over the daily BCI and one is bareboat chartered-out on a fixed rate.
At the end of the bareboat period, the Company has an obligation to purchase the vessel at the price of $8.3 million. The sale and leaseback agreement does not include any financial covenants or security value maintenance provisions. The charterhire principal as of December 31, 2024 was $27.3 million.
At the end of the bareboat period, the Company has an obligation to purchase the vessel at the price of $8.3 million. The sale and leaseback agreement does not include any financial covenants or security value maintenance provisions. The charterhire principal as of December 31, 2025 was $23.9 million.
Carrying Value plus any unamortized dry-docking costs as of Vessel Year Built Dwt December 31, 2024 (in millions of U.S. dollars) December 31, 2023 (in millions of U.S. dollars) Titanship 2011 207,855 28.2 29.6 Patriotship 2010 181,709 21.9 23.2 Dukeship 2010 181,453 28.4 30.3 * Worldship 2012 181,415 28.3 29.9 Paroship 2012 181,415 27.8 29.4 Kaizenship 2012 181,396 35.1 * - Iconship 2013 181,392 32.7 - Hellasship 2012 181,325 24.3 26.1 Honorship 2010 180,242 29.3 31.4 * Fellowship 2010 179,701 22.6 24.2 Championship 2011 179,238 30.7 33.0 * Partnership 2012 179,213 27.1 29.3 Knightship 2010 178,978 18.5 19.4 Lordship 2010 178,838 20.8 18.9 Friendship 2009 176,952 21.1 23.2 Flagship 2013 176,387 24.9 26.8 Geniuship 2010 170,057 19.4 20.8 Premiership 2010 170,024 22.6 24.0 Squireship 2010 170,018 25.3 26.9 * TOTAL 489.0 446.4 * Indicates dry bulk carrier vessels for which we believe, as of December 31, 2024 and 2023, respectively, the basic charter-free market value was lower than the vessel’s and right-of use asset’s carrying value plus any unamortized dry-docking costs.
Carrying Value plus any unamortized dry-docking costs as of Vessel Year Built Dwt December 31, 2025 (in millions of U.S. dollars) December 31, 2024 (in millions of U.S. dollars) Titanship 2011 207,855 26.6 28.2 Meiship 2013 207,851 35.3 - Patriotship 2010 181,709 21.1 21.9 Dukeship 2010 181,453 27.9 28.4 Worldship 2012 181,415 26.9 28.3 Paroship 2012 181,415 27.7 27.8 Kaizenship 2012 181,396 35.0 35.1 * Iconship 2013 181,392 31.0 32.7 Hellasship 2012 181,325 22.8 24.3 Honorship 2010 180,242 29.2 29.3 Fellowship 2010 179,701 21.6 22.6 Championship 2011 179,238 28.8 30.7 Partnership 2012 179,213 25.4 27.1 Knightship 2010 178,978 19.5 18.5 Lordship 2010 178,838 18.9 20.8 Friendship 2009 176,952 19.5 21.1 Blueship 2011 178,459 32.2 * - Flagship 2013 176,387 23.2 24.9 Geniuship 2010 170,057 - 19.4 Premiership 2010 170,024 23.6 22.6 Squireship 2010 170,018 26.0 25.3 TOTAL 522.2 489.0 * Indicates dry bulk carrier vessels for which we believe, as of December 31, 2025 and 2024, respectively, the basic charter-free market value was lower than the vessel’s carrying value plus any unamortized dry-docking costs. 78 Table of Contents As presented in Balance Sheets as of December 31, 2025 and 2024.
The financing’s applicable interest rate is SOFR plus 2.90% per annum. Following the second anniversary of the bareboat charter, the Company has continuous options to repurchase the vessel at predetermined prices as set forth in the agreement.
The financing’s applicable interest rate is 3-month term SOFR plus 2.80% per annum. Following the second anniversary of the bareboat charter, the Company has continuous options to repurchase the vessel at predetermined prices as set forth in the agreement.
Non-cash interest expense of amortization of deferred finance costs and debt discounts for the years ended December 31, 2024 and 2023 was $1.7 million and $2.2 million, respectively.
Non-cash interest expense of amortization of deferred finance costs and debt discounts for the years ended December 31, 2025 and 2024 was $1.9 million and $1.7 million, respectively.
During the year ended December 31, 2023, we had no off-hire days for scheduled dry-dockings and ballast water treatment installation for our vessels. (2) During the year ended December 31, 2024, we had incurred 38 off-hire days due to unforeseen circumstances. During the year ended December 31, 2023, we incurred 55 off-hire days due to unforeseen circumstances.
During the year ended December 31, 2024, we had incurred 33 off-hire days for scheduled dry-dockings and ballast water treatment installation for our vessels. (2) During the year ended December 31, 2025, we had incurred 38 off-hire days due to unforeseen circumstances. During the year ended December 31, 2024, we had incurred 38 off-hire days due to unforeseen circumstances.
December 31, 2024 (in millions of U.S. dollars) December 31, 2023 (in millions of U.S. dollars) Vessels, net 484.5 410.4 Finance lease, right-of use asset - 29.6 Deferred dry-docking charges, non-current 4.5 6.4 Total 489.0 446.4 We refer you to the risk factor entitled “The market values of our vessels may decrease, which could limit the amount of funds that we can borrow or trigger certain financial covenants under our loan agreements and other financing agreements, and we may incur an impairment or, if we sell vessels following a decline in their market value, a loss.” Although we believe that the assumptions used to evaluate potential asset impairment are based on historical trends and are reasonable and appropriate, such assumptions are highly subjective.
December 31, 2025 (in millions of U.S. dollars) December 31, 2024 (in millions of U.S. dollars) Vessels, net 506.5 484.5 Deferred dry-docking charges, non-current 15.7 4.5 Total 522.2 489.0 We refer you to the risk factor entitled “The market values of our vessels may decrease, which could limit the amount of funds that we can borrow or trigger certain financial covenants under our loan agreements and other financing agreements, and we may incur an impairment or, if we sell vessels following a decline in their market value, a loss.” Although we believe that the assumptions used to evaluate potential asset impairment are based on historical trends and are reasonable and appropriate, such assumptions are highly subjective.
As of December 31, 2024, we had a working capital deficit of $15.7 million (which included an amount of $2.1 million relating to pre-collected revenue) as compared to a working capital deficit of $44.4 million as of December 31, 2023 (which included an amount of $2.1 million relating to pre-collected revenue).
As of December 31, 2025, we had a working capital deficit of $13.2 million (which included an amount of $4.9 million relating to pre-collected revenue) as compared to a working capital deficit of $15.7 million as of December 31, 2024 (which included an amount of $2.1 million relating to pre-collected revenue).
Year Ended December 31, (In thousands of US Dollars, except operating days and TCE rate) 2024 2023 2022 Net revenues from vessels $ 164,881 $ 107,036 $ 122,629 Voyage expenses (3,297 ) (2,851 ) (4,293 ) Time charter equivalent revenues $ 161,584 $ 104,185 $ 118,336 Operating days 6,447 5,953 5,905 Daily time charter equivalent rate $ 25,063 $ 17,501 $ 20,040 (4) We include Daily Vessel Operating Expenses, which is a non GAAP metric, as we believe it provides additional meaningful information and assists management in making decisions regarding the deployment and the use of our vessels and because we believe that it provides useful information to investors regarding our financial performance.
Year Ended December 31, (In thousands of US Dollars, except operating days and TCE rate) 2025 2024 2023 Net revenues from vessels $ 155,519 $ 164,881 $ 107,036 Voyage expenses (5,524 ) (3,297 ) (2,851 ) Time charter equivalent revenues $ 149,995 $ 161,584 $ 104,185 Operating days 7,164 6,447 5,953 Daily time charter equivalent rate $ 20,937 $ 25,063 $ 17,501 (4) We include Daily Vessel Operating Expenses, which is a non GAAP metric, as we believe it provides additional meaningful information and assists management in making decisions regarding the deployment and the use of our vessels and because we believe that it provides useful information to investors regarding our financial performance.
The charterhire principal amortizes in four quarterly installments of $0.7 million followed by 16 quarterly installments of $0.4 million along with a purchase obligation of $10.5 million at the expiry of the bareboat charter, bearing an interest rate of 3-month term SOFR plus 2.55% per annum. The installments are paid in advance.
The charterhire principal was repayable in four quarterly installments of $0.7 million followed by 16 quarterly installments of $0.4 million along with a purchase obligation of $10.5 million at the expiry of the bareboat charter, while it bore an interest rate of 3-month term SOFR plus 2.55% per annum. The installments were paid in advance.
The sale and leaseback agreement does not include any financial covenants or security value maintenance provisions. The charterhire principal amortizes in 53 consecutive monthly installments paid in advance of approximately $0.2 million. The charterhire principal, as of December 31, 2024, was $14.6 million.
The sale and leaseback agreement does not include any financial covenants or security value maintenance provisions. The charterhire principal amortizes in 53 consecutive monthly installments paid in advance of approximately $0.2 million.
The charterhire principal amortizes in four quarterly installments of $0.8 million followed by 16 quarterly installments of $0.5 million along with a purchase obligation of $11.5 million at the expiry of the bareboat charter, bearing an interest rate of 3-month term SOFR plus 2.55% per annum. The installments are paid in advance.
The charterhire principal was repayable in four quarterly installments of $0.8 million followed by 16 quarterly installments of $0.5 million along with a purchase obligation of $11.5 million at the expiry of the bareboat charter, while it bore an interest rate of 3-month term SOFR plus 2.55% per annum. The installments were paid in advance.
The charterhire principal amortizes in four quarterly installments of $0.6 million followed by 16 quarterly installments of $0.3 million along with a purchase obligation of $9.5 million at the expiry of the bareboat charter, bearing an interest rate of 3-month term SOFR plus 2.55% per annum. The installments are paid in advance.
The charterhire principal was repayable in four quarterly installments of $0.6 million followed by 16 quarterly installments of $0.3 million along with a purchase obligation of $9.5 million at the expiry of the bareboat charter, while it bore an interest rate of 3-month term SOFR plus 2.55% per annum. The installments were paid in advance.
The loan bears interest of term SOFR plus a margin of 2.40% per annum. The Company has the option to pledge cash deposits in the form of time deposit up to the aggregate amount of the loan outstanding at the time.
The facility was drawn on October 22, 2024. The loan bears interest of term SOFR plus a margin of 2.40% per annum. The Company has the option to pledge cash deposits in the form of time deposit up to the aggregate amount of the loan outstanding at the time.
Voyage expenses include port charges, bunker expenses, canal charges and other commissions. Daily Vessel Operating Expenses. Daily Vessel Operating Expenses are calculated by dividing vessel operating expenses less pre-delivery expenses by ownership days for the relevant time periods. Vessel operating expenses include crew costs, provisions, deck and engine stores, lubricants, insurance, maintenance and repairs.
Daily Vessel Operating Expenses are calculated by dividing vessel operating expenses less pre-delivery expenses by ownership days for the relevant time periods. Vessel operating expenses include crew costs, provisions, deck and engine stores, lubricants, insurance, maintenance and repairs.
AVIC Hellasship Sale and Leaseback On June 4, 2024, the Company entered into a $19.5 million sale and leaseback agreement with Hao Leo Limited (“Hao Leo”), an affiliate of AVIC International Leasing Co., Ltd. to partially refinance the CMBFL Sale and Leaseback, secured by the M/Vs Hellaship and Patriotship.
Sale and Leaseback Agreements repaid after the year ended December 31, 2025 AVIC Hellasship Sale and Leaseback On June 4, 2024, the Company entered into a $19.5 million sale and leaseback agreement with Hao Leo Limited (“Hao Leo”), an affiliate of AVIC International Leasing Co., Ltd.(“AVIC”) to partially refinance the CMBFL Sale and Leaseback, secured by the M/Vs Hellasship and Patriotship.
We are also affected by the types of charters we enter into. Vessels operating on fixed rate period time charters and bareboat time charters provide more predictable cash flows, but can yield lower revenue and profit margins than vessels operating in the spot charter market, either on trip time charters or voyage charters, during periods characterized by favorable market conditions.
Vessels operating on fixed rate period index-linked time charters and bareboat time charters provide more predictable cash flows, but can yield lower revenue and profit margins than vessels operating in the spot charter market, either on trip time charters or voyage charters, during periods characterized by favorable market conditions.
We had 71 repair and off-hire days for the year ended December 31, 2024, as compared to 55 repair and off-hire days during the comparable period of 2023. Vessel Operating Expenses - Vessel operating expenses amounted to $47.0 million in the year ended December 31, 2024, compared to $42.3 million in the year ended December 31, 2023.
We had 276 repair and off-hire days for the year ended December 31, 2025, as compared to 71 repair and off-hire days during the comparable period of 2024. Vessel Operating Expenses - Vessel operating expenses amounted to $53.8 million in the year ended December 31, 2025, compared to $47.0 million in the year ended December 31, 2024.
Following the prepayment of the M/V Lordship, the Tranche A was repayable by seven quarterly installments of $0.6 million each and a balloon of $10.3 million payable together with the final installment. The Tranche B was repayable by eight quarterly installments of $0.3 million each and a balloon of $3.9 million payable together with the final installment.
Following the prepayment of the M/V Lordship, the amortization schedule of the remaining tranches was amended whereby Tranche A was repayable through seven quarterly installments of $0.6 million each and a final balloon of $10.3 million payable together with the final installment and Tranche B was repayable through eight quarterly installments of $0.3 million each and a final balloon of $3.9 million payable together with the final installment.
Depreciation and Amortization – For the year ended December 31, 2024, depreciation and amortization expense increased to $29.7 million from $28.8 million. The increase in depreciation expense is due to an increase in ownership days. We had 6,518 ownership days in 2024 compared to 6,008 days in 2023.
Depreciation and Amortization – For the year ended December 31, 2025, depreciation and amortization expense increased to $36.2 million from $29.7 million. The increase in depreciation expense is due to an increase in ownership days. We had 7,440 ownership days in 2025 compared to 6,518 days in 2024.
Our funding and treasury activities are conducted in accordance with corporate policies to maximize investment returns while maintaining appropriate liquidity for both our short- and long-term needs. This includes arranging borrowing facilities on a cost-effective basis. Cash and cash equivalents are held primarily in U.S. dollars, with minimal amounts held in Euros.
Our funding and treasury activities are conducted in accordance with corporate policies to maximize investment returns while maintaining appropriate liquidity for both our short- and long-term needs. This includes arranging borrowing facilities on a cost-effective basis.
As the majority of our fleet is employed on index-linked charter contracts, and two of them two of our vessels earn a daily hire of a fixed floor rate plus a profit-sharing scheme based on the BCI index rate, we will be exposed to any near-term volatility in the charter market, to the extent that we have not hedged the index-linked earnings through forward freight agreements.
We may need to adjust our operational strategies to navigate these changes. 74 Table of Contents As all of our fleet is employed on index-linked charter contracts, and two of them earn a daily hire of a fixed floor rate plus a profit-sharing scheme based on the BCI index rate, we will be exposed to any near-term volatility in the charter market, to the extent that we have not hedged the index-linked earnings through forward freight agreements.
Additionally, at the time of repurchase, if the market value of the vessel is greater than certain threshold prices, as set out in the agreement, the Company will pay to Cargill 15% of the difference between the market price and such threshold prices.
Additionally, at the time of repurchase, if the market value of the vessel was greater than certain threshold prices, as set forth in the agreement, the Company would pay to Cargill 15% of the difference between the market price and such threshold prices (the “Asset Upside Amount).
October 2022 Danish Ship Finance Loan Facility On October 10, 2022, the Company entered into a $28.0 million loan facility with Danish Ship Finance A/S to refinance the pre-existing loan facility with UniCredit Bank AG, which was secured by the M/Vs Premiership and Fellowship.
October 2022 Danish Ship Finance Loan Facility On October 10, 2022, the Company entered into a facility agreement with DSF for a $28.0 million term loan for the purpose of refinancing a pre-existing loan facility with UniCredit Bank AG, which was secured by the M/Vs Premiership and Fellowship.
In particular, the Company is required to maintain a security cover ratio (as defined therein) higher than 133%, at any time the corporate leverage ratio (as defined therein) is equal to or less than 65%. If the corporate leverage ratio is higher than 65%, the Company is required to maintain a security cover ratio (as defined therein) higher than 143%.
In addition, the Company is required to maintain a security cover ratio (as defined therein) of not less than 133%, at any time when the corporate leverage ratio (as defined therein) is equal to or less than 65%.
For the year ended December 31, 2024, indicators of impairment existed for one of our vessels as their carrying value plus any unamortized dry-docking costs was higher than their market value. The carrying value of the one vessel plus any unamortized dry-docking costs for which impairment indicators existed as at December 31, 2024, was $35.1 million. 74 Table of Contents
For the year ended December 31, 2025, indicators of impairment existed for one of our vessels as their carrying value plus any unamortized dry-docking costs was higher than its market value. The carrying value of the one vessel plus any unamortized dry-docking costs for which impairment indicators existed as at December 31, 2025, was $32.2 million.
While the cease-fire declared on January 15, 2025 eased tensions in the region, attacks resumed in March 2025 and the future direction of the conflict remains highly uncertain and may continue to pose a significant safety hazard for vessels transiting the Red Sea. Finally, potential trade tariffs from the new US administration could pose risks for dry bulk vessels.
While the cease-fire declared on January 15, 2025 eased tensions in the region, attacks resumed in March 2025 and the future direction of the conflict remains highly uncertain and may continue to pose a significant safety hazard for vessels transiting the Red Sea.
(“Alpha Bank”) for a $34.0 million term loan for the purpose of (i) refinancing the December 2022 Alpha Bank Loan Facility, which was secured by the M/V Paroship , (ii) financing the purchase option for the M/V Titanship and iii) providing liquidity for working capital purposes. The facility was drawn on October 22, 2024.
Pre-existing Loan Facilities October 2024 Alpha Bank Loan Facility On October 21, 2024, the Company entered into a facility agreement with Alpha Bank for a $34.0 million term loan for the purpose of (i) refinancing the December 2022 Alpha Bank Loan Facility, which was secured by the M/V Paroship , (ii) financing the purchase option for the M/V Titanship and iii) providing liquidity for working capital purposes.
Hinode Sale and Leaseback On August 29, 2024, the Company entered into a $28.5 million sale and leaseback agreement with Hinode Kaiun Co., Ltd and Sunmarine Maritime S.A. (collectively, “Hinode”) for the purpose of financing part of the acquisition cost of the M/V Kaizenship .
The charterhire principal, as of December 31, 2025, was $12.0 million. 71 Table of Contents Hinode Sale and Leaseback On August 29, 2024, the Company entered into a $28.5 million sale and leaseback agreement with Hinode Kaiun Co., Ltd and Sunmarine Maritime S.A. (collectively, “Hinode”) for the purpose of financing part of the acquisition cost of the M/V Kaizenship .
Under voyage charters, voyage expenses, such as port charges, bunker expenses, canal charges and other commissions, are paid by the vessel owner, who also pays vessel operating expenses. TCE. Time charter equivalent, or TCE, rate is defined as our net revenue less voyage expenses during a period divided by the number of our operating days during the period.
Time charter equivalent, or TCE, rate is defined as our net revenue less voyage expenses during a period divided by the number of our operating days during the period. Voyage expenses include port charges, bunker expenses, canal charges and other commissions. Daily Vessel Operating Expenses.
The following table reconciles our vessels operating expenses to Daily Vessel Operating Expenses. 72 Table of Contents (In thousands of US Dollars, except ownership days and Daily Vessel Operating Expenses) Year Ended December 31, 2024 2023 2022 Vessel operating expenses $ 46,985 $ 42,260 $ 43,550 Pre-delivery expenses (1,515 ) (933 ) (1,144 ) Vessel operating expenses before pre-delivery expenses 45,470 41,327 42,406 Ownership days 6,518 6,008 6,219 Daily Vessel Operating Expenses $ 6,976 $ 6,879 $ 6,819 Please also see “–B.
The following table reconciles our vessels operating expenses to Daily Vessel Operating Expenses. 76 Table of Contents (In thousands of US Dollars, except ownership days and Daily Vessel Operating Expenses) Year Ended December 31, 2025 2024 2023 Vessel operating expenses $ 53,785 $ 46,985 $ 42,260 Pre-delivery expenses (761 ) (1,515 ) (933 ) Vessel operating expenses before pre-delivery expenses 53,024 45,470 41,327 Ownership days 7,440 6,518 6,008 Daily Vessel Operating Expenses $ 7,127 $ 6,976 $ 6,879 Please also see “–B.
The loan bears interest of term SOFR plus a margin of 2.05% per annum. The interest margin can be decreased by 0.05% per vessel based on the achievement of certain emission thresholds.
The loan bears interest at term SOFR plus a margin of 2.05% per annum. A sustainability linked margin adjustment mechanism was introduced, whereby the applicable interest margin can be decreased by 0.05% per annum, per vessel based on the achievement of certain emission thresholds.
(collectively, “Village Seven”) to partially refinance the August 2021 Alpha Bank Loan Facility. The Company sold and chartered back the vessel from Village Seven on a bareboat basis for a period of four years and five months. The financing’s applicable interest rate is 3-month term SOFR plus 3.00% per annum.
The Company sold and chartered back the vessel from Village Seven on a bareboat basis for a period of four years and five months. The financing’s applicable interest rate is 3-month term SOFR plus 3.00% per annum.
The repayment of installments for both tranches commenced in November 2023. The borrower owning the M/V Squireship was required to maintain an average quarterly minimum free liquidity of $0.5 million, whereas the borrower owning the M/V Friendship was required to maintain $0.5 million at all times.
The borrower owning the M/V Squireship was required to maintain an average quarterly minimum free liquidity of $0.5 million, whereas the borrower owning the M/V Friendship was required to maintain $0.5 million at all times.
Our medium- and long-term liquidity requirements relate to the operation and maintenance expenditures of our vessels. Sources of funding for our medium- and long-term liquidity requirements include cash flows from operations and new debt financing.
Sources of funding for our medium- and long-term liquidity requirements include cash flows from operations and new debt financing.
Cash Flows (In thousands of US Dollars) Year ended December 31, 2024 2023 2022 Cash Flow Data: Net cash provided by operating activities 75,278 31,323 37,286 Net cash (used in) / provided by investing activities (79,372 ) 17,745 (56,263 ) Net cash provided by / (used in) financing activities 14,082 (56,617 ) 5,828 Year ended December 31, 2024, as compared to year ended December 31, 2023 Operating Activities: Net cash provided by operating activities in 2024 consisted of net income after non-cash items of $80.5 million and the decrease in working capital of $5.3 million.
Cash Flows (In thousands of US Dollars) Year ended December 31, 2025 2024 2023 Cash Flow Data: Net cash provided by operating activities 52,607 75,278 31,323 Net cash (used in) / provided by investing activities (23,346 ) (79,372 ) 17,745 Net cash (used in) / provided by financing activities (1,524 ) 14,082 (56,617 ) Year ended December 31, 2025, as compared to year ended December 31, 2024 Operating Activities: Net cash provided by operating activities in 2025 consisted of net income after non-cash items of $62.7 million and the decrease in working capital of $10.1 million.
In 2024, the total size of the dry bulk fleet rose by about 3.0%, compared to demand growth of 4.9%. According to tentative projections, the total size of the dry bulk fleet is expected to rise by about 3.0% in 2025, compared to expected demand growth of 0.7%.
In 2025, the total size of the dry bulk fleet rose by about 3.0%, compared to demand growth of 2.2%. According to tentative projections, the total size of the dry bulk fleet is expected to rise by about 3.6% in 2026, compared to expected demand growth of 1.8%.
The agreement became effective on June 11, 2024, upon the delivery of the vessel to the lessor. The Company sold and chartered back the vessel on a bareboat basis for a five-year period, having a purchase obligation at the end of the fifth year.
The agreement became effective on March 20, 2025, upon the delivery of the M/V Squireship to the lessor. The Company sold and chartered back the vessel on a bareboat basis for a five-year period, with a purchase obligation at the end of the fifth year.
We had 6,447 operating days in 2024, as compared to 5,953 operating days in 2023. The TCE rate increased by 43% in 2024 to $25,063, as compared to $17,501 in 2023. Please see reconciliation below of TCE rate (a non-GAAP measure) to net revenues from vessels, the most directly comparable U.S. GAAP measure.
We had 7,164 operating days in 2025, as compared to 6,447 operating days in 2024. The TCE rate decreased by 16% in 2025 to $20,937, as compared to $25,063 in 2024. Please see reconciliation below of TCE rate (a non-GAAP measure) to net revenues from vessels, the most directly comparable U.S. GAAP measure.
As of December 31, 2024, the amount outstanding under the AVIC Hellasship Sale and Leaseback was $17.4 million. 67 Table of Contents AVIC Patriotship Sale and Leaseback On June 4, 2024, the Company entered into a $16.9 million sale and leaseback agreement with Hao Virgo Limited (“Hao Virgo”), an affiliate of AVIC International Leasing Co., Ltd. to partially refinance the CMBFL Sale and Leaseback, secured by the M/Vs Hellasship and Patriotship.
AVIC Patriotship Sale and Leaseback On June 4, 2024, the Company entered into a $16.9 million sale and leaseback agreement with Hao Virgo Limited (“Hao Virgo”), an affiliate of AVIC to partially refinance the CMBFL Sale and Leaseback, secured by the M/Vs Hellasship and Patriotship.
Huarong Friendship Sale and Leaseback On March 13, 2025, the Company entered into a $16.5 million sale and leaseback agreement for the M/V Friendship with an affiliate of Huarong to refinance Tranche B of the August 2021 Alpha Bank Loan Facility, secured by the M/V Friendship.
The charterhire principal, as of December 31, 2025, was $15.2 million. Huarong Squireship Sale and Leaseback On March 13, 2025, the Company entered into a $18.0 million sale and leaseback agreement for the M/V Squireship with an affiliate of Huarong to refinance Tranche A of the August 2021 Alpha Bank Loan Facility, secured by the M/V Squireship.
As of December 31, 2024, we had outstanding borrowings of $261.5 million (including long-term debt and other financial liabilities) as compared to $236.4 million (including long-term debt, finance lease liability and other financial liabilities) as of December 31, 2023. 63 Table of Contents As of March 19, 2025, we had outstanding borrowings of $326.7 million (including long-term debt, finance lease liability and other financial liabilities).
As of December 31, 2025, we had outstanding borrowings of $294.0 million (including long-term debt and other financial liabilities) as compared to $261.5 million (including long-term debt, finance lease liability and other financial liabilities) as of December 31, 2024.
The increase was primarily attributable to the increase in ownership days. We had 6,518 ownership days in 2024 as compared to 6,008 ownership days in 2023. 62 Table of Contents Management Fees - The increase was mainly attributable to the increase in ownership days.
The increase was primarily attributable to the increase in ownership days. We had 7,440 ownership days in 2025 as compared to 6,518 ownership days in 2024. Management Fees - The increase was mainly attributable to the increase in ownership days.
Out of the 21 long-term employment agreements in place, two were agreed during 2025, five were agreed during 2024, one was agreed during 2023, five were agreed during 2022 and the remaining eight between 2018 and 2021.
Out of the 19 long-term employment agreements in place, two were agreed in 2026, eight were agreed during 2025, three were agreed during 2024 and the remaining six between 2018 and 2022.
Year Ended December 31, Fleet Data: 2024 2023 2022 Ownership days 6,518 6,008 6,219 Available days(1) 6,485 6,008 5,954 Operating days(2) 6,447 5,953 5,905 Fleet utilization 98.9 % 99.1 % 95.0 % Average Daily Results: TCE rate(3) $ 25,063 $ 17,501 $ 20,040 Daily Vessel Operating Expenses(4) $ 6,976 $ 6,879 $ 6,819 (1) During the year ended December 31, 2024, we had incurred 33 off-hire days for scheduled dry-dockings and ballast water treatment installation for our vessels.
Year Ended December 31, Fleet Data: 2025 2024 2023 Ownership days 7,440 6,518 6,008 Available days(1) 7,202 6,485 6,008 Operating days(2) 7,164 6,447 5,953 Fleet utilization 96.3 % 98.9 % 99.1 % Average Daily Results: TCE rate(3) $ 20,937 $ 25,063 $ 17,501 Daily Vessel Operating Expenses(4) $ 7,127 $ 6,976 $ 6,879 (1) During the year ended December 31, 2025, we had incurred 238 off-hire days for scheduled dry-dockings.
Additionally, as of December 31, 2024, we had $13.1 million restricted cash, which includes $8.0 million as pledged capital, at the Company’s option, for one-month interest period as described in Note 4 of the consolidated financial statements. As of December 31, 2023, we had $5.6 million restricted cash.
Additionally, as of December 31, 2025, we had $14.4 million restricted cash, which included $8.0 million as pledged capital, at the Company’s option, for one-month interest period as described in Note 4 of the consolidated financial statements included in Item 18 of this annual report.
Evahline Sale and Leaseback On March 29, 2023, the Company entered into a $19.0 million sale and leaseback agreement with a subsidiary of Evahline Inc. (“Evahline”) for the refinancing of the Hanchen Sale and Leaseback. The agreement became effective on April 6, 2023, upon the delivery of the M/V Knightship to the lessor.
The agreement became effective on January 8, 2026, upon the delivery of the M/V Patriotship to the lessor (Note 16). Existing Sale and Leaseback Activities Evahline Sale and Leaseback On March 29, 2023, the Company entered into a $19.0 million sale and leaseback agreement with a subsidiary of Evahline Inc.
The loan facility was repayable through four quarterly installments of $2.0 million, followed by two quarterly installments of $1.5 million, followed by 16 quarterly installments of $0.8 million and a final balloon of $15.0 million payable together with the final installment.
The facility was repayable through four quarterly installments of $2.0 million, followed by two quarterly installments of $1.5 million, followed by 16 quarterly installments of $0.8 million and a final balloon of $15.0 million payable together with the final installment. The borrowers were required to maintain an aggregate minimum liquidity amount of $2.0 million in their operating accounts.
On October 22, 2024, the Company fully refinanced the outstanding amount of $13.2 million using the proceeds from the October 2024 Alpha Bank Loan Facility and all securities created in favor of Alpha Bank were irrevocably and unconditionally released.
On December 12, 2025, the Company fully refinanced the outstanding amount of $21.2 million using the proceeds from the December 2025 Danish Ship Finance Loan Facility and all securities created in favor of DSF were irrevocably and unconditionally released.
The Company sold and chartered back the vessel from Cargill on a bareboat basis for a five-year period, having a purchase obligation at the end of the fifth year. The implied average applicable interest rate is equivalent to 2.00% per annum. The sale and leaseback agreement does not include any financial covenants or security value maintenance provisions.
The Company sold and chartered back the vessel from Cargill on a bareboat basis for a five-year period, with a purchase obligation at the end of the fifth year. The implied average applicable interest rate was equivalent to 2% per annum.
The Company was required to maintain a security cover ratio (as defined therein) of not less than 125% until December 24, 2023, and 130% thereafter until the maturity of the loan. The borrowers were required to maintain an aggregate minimum liquidity of $2.0 million in their operating accounts. As of December 31, 2024, $24.0 million was outstanding under the facility.
In addition, the Company is required to maintain a security cover ratio (as defined therein) of not less than 125% until the second anniversary of the drawdown date and 130% thereafter until the maturity of the loan. The borrowers are required to maintain an aggregate minimum liquidity amount of $3.0 million in their operating accounts.
The term of the facility is five years, and the repayment schedule comprises of four quarterly installments of $1.2 million, followed by sixteen quarterly installments of $0.9 million and a final balloon of $14.8 million payable together with the final installment.
The term of the facility is five years, and the repayment schedule comprises four quarterly installments of $1.2 million, followed by 16 quarterly installments of $0.9 million and a final balloon of $14.8 million payable together with the final installment. In addition, the Company is required to maintain a security cover ratio (as defined therein) of not less than 125%.
The charterhire principal, as of December 31, 2024, was $13.5 million. 68 Table of Contents Village Seven Sale and Leaseback On April 24, 2023, the Company entered into a $19.0 million sale and leaseback agreement for the M/V Lordship with Village Seven Co., Ltd and V7 Fune Inc.
The charterhire principal, as of December 31, 2025, was $10.3 million. Village Seven Sale and Leaseback On April 24, 2023, the Company entered into a $19.0 million sale and leaseback agreement for the M/V Lordship with Village Seven Co., Ltd and V7 Fune Inc. (collectively, “Village Seven”) to partially refinance the August 2021 Alpha Bank Loan Facility.
Existing Sale and Leaseback Activities Flagship Cargill Sale and Leaseback On May 11, 2021, the Company entered into a $20.5 million sale and leaseback agreement with Cargill International SA (“Cargill”) to partly finance the acquisition of the M/V Flagship.
Sale and Leaseback Activities repaid during the years ended December 31, 2025 and December 31, 2024 Flagship Cargill Sale and Leaseback On May 11, 2021, the Company entered into a $20.5 million sale and leaseback agreement with Cargill International SA (“Cargill”) for the purpose of financing part of the acquisition cost of the M/V Flagship.
The Company has continuous options to buy back the vessel during the whole five-year sale and leaseback period at predetermined prices as set forth in the agreement and at the end of such period it has a purchase obligation at $10.0 million.
The charterhire principal was repayable in 60 monthly installments averaging approximately $0.2 million each along with a purchase obligation of $10.0 million, payable at maturity. The Company had continuous options to buy back the vessel during the whole five-year sale and leaseback period at predetermined prices as set forth in the agreement.
The Company is required to maintain a security cover ratio (as defined therein) of not less than 125% until the second anniversary of the drawdown date, and 130% thereafter until the maturity of the loan and a corporate leverage ratio (as defined therein), that will not be higher than 70% until maturity.
If the corporate leverage ratio is higher than 65%, the Company is required to maintain a security cover ratio (as defined therein) of not less than 143%. Finally, the Company is required to maintain a leverage ratio (as defined therein) not exceeding 70% until the maturity of the loan.
Other Financial Liabilities: Sale and Leaseback Transactions New Sale and Leaseback Activities during the year ended December 31, 2024 AVIC Iconship Sale and Leaseback On June 4, 2024, the Company entered into a $21.9 million sale and leaseback agreement with Hao Cancer Limited (“Hao Cancer”), an affiliate of AVIC International Leasing Co., Ltd. to partially finance the acquisition of the M/V Iconship.
AVIC Iconship Sale and Leaseback On June 4, 2024, the Company entered into a $21.9 million sale and leaseback agreement with Hao Cancer Limited (“Hao Cancer”), an affiliate of AVIC to partially finance the acquisition of the M/V Iconship. The agreement became effective on June 11, 2024, upon the delivery of the vessel to the lessor.
August 2021 Alpha Bank Loan Facility On August 9, 2021, the Company entered into a $44.1 million secured loan facility with Alpha Bank for the purposes of (i) refinancing of a pre-existing Alpha Bank loan facility and (ii) financing of the previously unencumbered M/V Friendship.
Loan Facilities repaid during the years ended December 31, 2025 and December 31, 2024 August 2021 Alpha Bank Loan Facility On August 9, 2021, the Company entered into a facility agreement with Alpha Bank for a $44.1 million term loan for the purpose of (i) refinancing a pre-existing Alpha Bank loan facility which was secured by the M/Vs Leadership, Squireship and Lordship and (ii) financing the previously unencumbered Friendship.
Investing Activities: The 2024 cash outflow resulted from $70.7 million payments for vessels acquisitions and improvements, $4.4 million payments due from related party (United), $3.7 million advances for the acquisition of the M/V Meiship and $0.6 million for lease prepayments.
The 2024 cash outflow resulted from $70.7 million payments for vessels acquisitions and improvements, $4.4 million payments due from related party (United), $3.7 million advances for the acquisition of the M/V Meiship and $0.6 million for lease prepayments. 66 Table of Contents Financing Activities : The 2025 cash inflow resulted mainly from $155.8 million proceeds from long-term debt and other financial liabilities, $0.8 million proceeds from issuance of common stock and proceeds of $0.8 million from other non-current liabilities.
On June 30, 2022, we entered into a supplemental agreement to the facility pursuant to which, it was cross collateralized with the June 2022 Alpha Bank Loan Facility. 66 Table of Contents On April 28, 2023, the Company prepaid $8.5 million to Tranche A and $3.5 million to Tranche B using the proceeds from the Village Seven Sale and Leaseback and as a result all the securities regarding the M/V Lordship were irrevocably and unconditionally released.
On April 28, 2023, the Company prepaid $8.5 million of Tranche A and $3.5 million of Tranche B using the proceeds from the Village Seven Sale and Leaseback (described below) and as a result all the securities regarding the M/V Lordship were irrevocably and unconditionally released.

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Item 6. [Reserved]

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

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Biggest changeGyftakis received his Master of Science (MSc) in Shipping Trade and Finance from Bayes Business School (formerly known as Cass Business School) in London with Distinction and holds a Master of Science (MSc) in Business Mathematics, awarded with Honors, from the Athens University of Economics and Business and a Bachelor of Science (BSc) in Mathematics from the Aristotle University of Thessaloniki.
Biggest changeHe also holds a Master of Science (MSc) in Business Mathematics, awarded with Honors, from the Athens University of Economics and Business and a Bachelor of Science (BSc) in Mathematics from the Aristotle University of Thessaloniki. Christina Anagnostara has been a member of our board of directors since December 2008 and she is a member of the Company’s Sustainability Committee.
The fair value of each share on the grant date was $7.35. Of the total restricted shares issued, 125,300 shares vested on the date of the issuance, March 12, 2025, 160,000 shares will vest on September 12, 2025, 104,100 shares will vest on March 12, 2026 and 138,800 shares will vest on September 14, 2026. C.
The fair value of each share on the grant date was $7.35. Of the total restricted shares issued, 125,300 shares vested on the date of the issuance, March 12, 2025, 160,000 shares vested on September 12, 2025, 104,100 shares vested on March 12, 2026 and 138,800 shares will vest on September 14, 2026.
Since then, he remains an advisor to Aegean Baltic Bank’s management. In September 2023 he was elected Board Member of NYSE-listed Dynagas LNG Partners LP. Mr.
Since then, he remains an advisor to Aegean Baltic Bank’s management. In September 2023 he was elected Board Member of the NYSE-listed Dynagas LNG Partners LP. Mr.
Anagnostopoulos also held various posts at the National Investment Bank of Industrial Development (ETEBA), Continental Illinois National Bank of Chicago, the Greyhound Corporation, and with ABN AMRO, where he spent nearly two decades with the bank, holding the positions of Senior Vice-President and Head of Shipping. From 2010 to 2023 he was a Board Member in the Aegean Baltic Bank.
Anagnostopoulos also held various posts at the National Investment Bank of Industrial Development (ETEBA), Continental Illinois National Bank of Chicago, the Greyhound Corporation, and with ABN AMRO, where he spent nearly two decades with the bank, holding the positions of Senior Vice-President and Head of Shipping. From 2010 to 2024 he was a Board Member in the Aegean Baltic Bank.
He has more than 19 years of experience in banking and corporate finance with focus on the shipping sector. Mr. Gyftakis has held key positions across a broad shipping finance spectrum, including asset backed lending, debt and corporate restructurings, risk management, financial leasing and loan syndications.
He has more than 20 years of experience in banking and corporate finance with focus on the shipping sector. Mr. Gyftakis has held key positions across a broad shipping finance spectrum, including asset backed lending, debt and corporate restructurings, risk management, financial leasing and loan syndications.
Tsantanis also serves in the board of directors of Breakwave Advisors LLC, the Commodity Trading Advisor (CTA) for the Breakwave Dry Bulk Shipping ETF (NYSE: BDRY) and the Breakwave Tanker Shipping ETF (NYSE: BWET) and is a fellow of the Institute of Chartered Shipbrokers.
Tsantanis also serves in the board of directors of Breakwave Advisors LLC, the commodity trading advisor for the Breakwave Dry Bulk Shipping ETF (NYSE: BDRY) and the Breakwave Tanker Shipping ETF (NYSE: BWET) and is a fellow of the Institute of Chartered Shipbrokers. Mr.
Tsantanis is also the founder, Chairman, Chief Executive Officer and a member of the board of directors of United, an international shipping company with a cargo carrying capacity of approximately 0.9 million dwt. Mr.
Tsantanis is also the founder, Chairman, Chief Executive Officer and a member of the board of directors of United, an international shipping company with a cargo carrying capacity of approximately 0.6 million dwt. Mr.
While at Kassos, he was initially a technical Director and eventually ascended to the position of Chief Executive Officer, overseeing a large fleet of Panamax, Aframax and VLCC tankers, as well as overseeing new vessel building contracts, specifications and the construction of newbuildings. From 1971 to 1980, Mr.
While at Kassos, he was initially a technical Director and eventually ascended to the position of Chief Executive Officer, overseeing a large fleet of Panamax, Aframax and VLCC tankers, as well as overseeing new vessel building contracts, specifications and the construction of newbuilding vessels. From 1971 to 1980, Mr.
In addition, as of December 31, 2024, 2023 and 2022, we employed a support staff consisting of 93, 81 and 63 employees, respectively. E. Share Ownership The common shares beneficially owned by our directors and executive officers are disclosed below in “Item 7. Major Shareholders and Related Party Transactions.” F.
In addition, as of December 31, 2025, 2024 and 2023, we employed a support staff consisting of 96, 93 and 81 employees, respectively. E. Share Ownership The common shares beneficially owned by our directors and executive officers are disclosed below in “Item 7. Major Shareholders and Related Party Transactions.” F.
Compensation For the year ended December 31, 2024, the Company paid its executive officers and directors aggregate compensation of $2.0 million. The Company’s executive officers are employed pursuant to employment and consulting contracts. We do not have a retirement plan for our officers or directors.
Compensation For the year ended December 31, 2025, the Company paid its executive officers and directors aggregate compensation of $2.3 million. The Company’s executive officers are employed pursuant to employment and consulting contracts. We do not have a retirement plan for our officers or directors.
Additionally, it assesses the Company’s sustainability key risks and opportunities in relation to climate and environmental, social and governance aspects. 77 Table of Contents D. Employees As of December 31, 2024, 2023 and 2022, we had two executive officers, Mr. Stamatios Tsantanis and Mr. Stavros Gyftakis, and we employed Ms. Theodora Mitropetrou, our general counsel.
Additionally, it assesses the Company’s sustainability key risks and opportunities in relation to climate and environmental, social and governance aspects. D. Employees As of December 31, 2025, 2024 and 2023, we had two executive officers, Mr. Stamatios Tsantanis and Mr. Stavros Gyftakis, and we employed Ms. Theodora Mitropetrou, our general counsel.
Under the Plan, our officers, key employees, directors, consultants and service providers may be granted incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock, unrestricted stock, restricted stock units, and unrestricted stock at the discretion of our Compensation Committee.
The Plan is administered by the Compensation Committee of our board of directors. Under the Plan, our officers, key employees, directors, consultants and service providers may be granted incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock, unrestricted stock, restricted stock units, and unrestricted stock at the discretion of our Compensation Committee.
He holds a Master of Science (MSc) in Shipping Trade and Finance from Bayes Business School (formerly known as Cass Business School) of City University in London and a Bachelor of Science (BSc) in Shipping Economics from the University of Piraeus. Mr.
He holds a Master of Science (MSc) in Shipping Trade and Finance from Bayes Business School of City University of London and a Bachelor of Science (BSc) in Shipping Economics from the University of Piraeus. Mr.
Tsantanis has been the Chairman of our board of directors since October 1, 2013 and also served as our Interim Chief Financial Officer from November 1, 2013 until October 2, 2018. Mr.
He has also served as Chairman of our board of directors since October 1, 2013 and previously served as our Interim Chief Financial Officer from November 1, 2013 until October 2, 2018. Mr.
Name Age Position Director Class Stamatios Tsantanis 53 Chairman, Chief Executive Officer & Director A (term expires in 2025) Stavros Gyftakis 46 Chief Financial Officer Christina Anagnostara 54 Director* B (term expires in 2026) Elias Culucundis 82 Director* A (term expires in 2025) Dimitrios Anagnostopoulos 78 Director* C (term expires in 2027) Ioannis Kartsonas 53 Director* C (term expires in 2027) *Independent Director Biographical information with respect to each of our directors and our executive officers is set forth below.
Name Age Position Director Class Stamatios Tsantanis 54 Chairman, Chief Executive Officer & Director A (term expires in 2028) Stavros Gyftakis 47 Chief Financial Officer Christina Anagnostara 55 Director* B (term expires in 2026) Elias Culucundis 83 Director* A (term expires in 2028) Dimitrios Anagnostopoulos 79 Director* C (term expires in 2027) Ioannis Kartsonas 54 Director* C (term expires in 2027) *Independent Director 79 Table of Contents Biographical information with respect to each of our directors and our executive officers is set forth below.
Anagnostopoulos obtained his BSc at the Athens University of Economics and Business. His career began in the 1970’s as Assistant Lecturer at the same University followed by four years with the Onassis Shipping Group in Monaco. Mr.
Anagnostopoulos has over 51 years of experience in Shipping, Ship finance and Bank Management. Mr. Anagnostopoulos obtained his BSc degree at the Athens University of Economics and Business. His career began in the 1970’s as Assistant Lecturer at the same University followed by four years with the Onassis Shipping Group in Monaco. Mr.
Disclosure of registrant’s action to recover erroneously awarded compensation None .
Disclosure of registrant’s action to recover erroneously awarded compensation None. 82 Table of Contents
Stamatios Tsantanis has been a member of our board of directors and our Chief Executive Officer since October 1, 2012. Under his leadership, Seanergy has grown into a prominent Capesize dry bulk company with a carrying capacity of approximately 3.8 million dwt. In addition, Mr.
Stamatios Tsantanis has served as a member of our board of directors and our Chief Executive Officer since October 1, 2012. Under his leadership, the Company has grown into a prominent Capesize dry bulk shipping company with a cargo carrying capacity of approximately 3.6 million dwt.
Since June 2017 she is a Managing Director in the Investment Banking Division of AXIA Ventures Group and between 2014 and 2017 she provided advisory services to corporate clients involved in all aspects of the maritime industry.
Since 2017 she has been a Managing Director in the Investment Banking Division of AXIA Ventures Group, which is a member of Alpha Bank Group as of December 16, 2025, and between 2014 and 2017 she provided advisory services to corporate clients involved in all aspects of the maritime industry.
From 2006 to 2008, she served as the CFO and Director of Global Oceanic Carriers Ltd, a dry bulk shipping company listed on the Alternative Investment Market of the London Stock Exchange. Between 1999 and 2006, she was a senior management consultant of the Geneva-based EFG Group. Prior to EFG Group, she worked for Eurobank EFG and Ernst & Young.
From 2006 to 2008, she served as the Chief Financial Officer and member of the board of directors of Global Oceanic Carriers Ltd, a dry bulk shipping company listed on the Alternative Investment Market of the London Stock Exchange. Between 1999 and 2006, she was a senior management consultant of the Geneva-based EFG Group.
He is a member of the Hellenic National Committee of American Bureau of Shipping and he served in the Council of the Union of Greek Shipowners. Mr. Culucundis is a Fellow of the Royal Institute of Naval Architects and a Chartered Engineer.
He is a member of the Hellenic National Committee of American Bureau of Shipping and he served in the Council of the Union of Greek Shipowners. Mr.
On March 12, 2025, the Plan was further amended and restated to increase the aggregate number of shares of common stock reserved for issuance under the Plan to 600,000 shares. The Plan is administered by the Compensation Committee of our board of directors.
On March 12, 2025, the Plan was further amended and restated to increase the aggregate number of shares of common stock reserved for issuance under the Plan to 600,000 shares. On March 6, 2026, the Plan was further amended and restated to increase the aggregate number of shares of common stock reserved for issuance under the Plan to 600,000 shares.
On March 12, 2025, the Compensation Committee granted an aggregate of 528,200 restricted shares of common stock pursuant to the Plan, of which 311,500 shares were granted to the non-executive members of the board of directors and to the executive officers and 216,700 shares were granted to certain of the Company’s non-executive employees and to the sole director of the Company’s commercial manager, a non-employee.
On March 6, 2026, the Compensation Committee granted an aggregate of 554,100 restricted shares of common stock pursuant to the Plan, of which 313,500 shares were granted to the non-executive members of the board of directors and to the executive officers and 240,600 shares were granted to certain of the Company’s non-executive employees and to the sole director of the Company’s commercial manager, a non-employee.
Ms. Anagnostara has studied Economics in Athens and is a Certified Chartered Accountant. 75 Table of Contents Elias Culucundis has been a member of our board of directors since our inception, he is the Chairman and a member of the Company’s Compensation and Nominating Committees and a member of the Company’s Audit Committee. Since 1999, Mr.
Elias Culucundis has been a member of our board of directors since our inception, he is the Chairman and a member of the Company’s Compensation and Nominating Committees and a member of the Company’s Audit Committee. Since 1999, Mr.
On March 27, 2024, the Plan, as previously amended, was amended and restated to increase the aggregate number of shares of common stock reserved for issuance under the Plan to 550,000 shares.
On January 12, 2011 our board of directors adopted the Seanergy Maritime Holdings Corp. 2011 Equity Incentive Plan, or the Plan. On March 27, 2024, the Plan, as previously amended, was amended and restated to increase the aggregate number of shares of common stock reserved for issuance under the Plan to 550,000 shares.
She has more than 26 years of maritime and international business experience in the areas of finance, banking, capital markets, consulting, accounting and audit. Before joining the Company, she served in executive and board positions of publicly listed companies in the maritime industry and she was responsible for the financial, capital raising and accounting functions.
Before joining the Company, she served in executive and board positions of publicly listed companies in the maritime industry and she was responsible for the financial, capital raising and accounting functions.
Christina Anagnostara has been a member of our board of directors since December 2008 and she is a member of the Company’s Sustainability Committee. She has served as our Chief Financial Officer from November 17, 2008 until October 31, 2013. Since June 2022, Ms. Anagnostara is also a director in the board of directors of United.
She has served as our Chief Financial Officer from November 17, 2008 until October 31, 2013. Since June 2022, Ms. Anagnostara is also a director on the board of directors of United. She has more than 27 years of maritime and international business experience in the areas of finance, banking, capital markets, consulting, accounting and audit.
Dimitrios Anagnostopoulos has been a member of our board of directors since May 2009 and he is also the Chairman and a member of the Audit Committee and a member of the Company’s Compensation and Nominating Committees. Mr. Anagnostopoulos has over 50 years of experience in Shipping, Ship finance and Bank Management. Mr.
Culucundis is a Fellow of the Royal Institute of Naval Architects and a Chartered Engineer. 80 Table of Contents Dimitrios Anagnostopoulos has been a member of our board of directors since May 2009 and he is also the Chairman and a member of the Audit Committee and a member of the Company’s Compensation and Nominating Committees. Mr.
Before joining the Company, he was a Senior Vice President in the Greek shipping finance desk at DVB Bank SE. Mr.
Before joining the Company, he was a Senior Vice President in the Greek shipping finance desk at DVB Bank SE. Mr. Gyftakis received his Master of Science (MSc) in Shipping Trade and Finance from Bayes Business School (formerly known as Cass Business School) in London with Distinction.
Each member of the Company’s board of directors received a fee of $0.1 million in 2024.
Each member of the Company’s board of directors received a fee of $0.1 million in 2025. The aggregate director fees paid by the Company for the years ended December 31, 2025, 2024 and 2023 totaled $0.5 million, $0.5 million and $0.5 million, respectively.
The fair value of each share on the grant date was $8.42. Of the total restricted shares issued, 107,250 shares vested on the date of the issuance, March 27, 2024, 142,150 shares vested on September 27, 2024, taking into consideration 1,100 forfeited shares, 108,000 shares will vest on March 27, 2025 and 144,000 shares will vest on September 26, 2025.
The fair value of each share on the grant date was $13.28. Of the total restricted shares issued, 132,650 shares vested on the date of the issuance, March 6, 2026, 168,750 shares will vest on September 7, 2026, 108,300 shares will vest on March 8, 2027 and 144,400 shares will vest on September 8, 2027. C.
Removed
The aggregate director fees paid by the Company for the years ended December 31, 2024, 2023 and 2022 totaled $0.5 million, $0.5 million and $0.4 million, respectively. 76 Table of Contents On January 12, 2011 our board of directors adopted the Seanergy Maritime Holdings Corp. 2011 Equity Incentive Plan, or the Plan.
Added
Tsantanis is a frequent speaker at major shipping conferences worldwide and also a regular guest lecturer at leading international academic institutions in the maritime sector.
Added
Prior to EFG Group, she worked for Eurobank EFG and Ernst & Young. Ms. Anagnostara has studied Economics in Athens and is a Certified Chartered Accountant.
Added
The fair value of each share on the grant date was $8.42.
Added
Of the total restricted shares issued, 107,250 shares vested on the date of the issuance, March 27, 2024, 142,150 shares vested on September 27, 2024, taking into consideration 1,100 forfeited shares, 108,000 shares vested on March 27, 2025 and 144,000 shares vested on September 26, 2025. 81 Table of Contents On March 12, 2025, the Compensation Committee granted an aggregate of 528,200 restricted shares of common stock pursuant to the Plan, of which 311,500 shares were granted to the non-executive members of the board of directors and to the executive officers and 216,700 shares were granted to certain of the Company’s non-executive employees and to the sole director of the Company’s commercial manager, a non-employee.

Item 7. Management's Discussion & Analysis

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

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Biggest changeIn our annual report for the year ended December 31, 2023, Longshaw Maritime Investments S.A. and Konstantinos Konstantakopoulos were jointly reported to beneficially own 6.2% of our then outstanding common shares, and in our annual reports for the years ended December 31, 2022 and 2021 none of Konstantinos Konstantakopoulos or Longshaw Maritime Investments S.A. were reported as an owners of five percent or more of our then outstanding common shares. 78 Table of Contents (4) This information is derived from an Amendment No. 8 to Schedule 13D jointly filed with the Commission on October 15, 2024 by Sphinx Investment Corp., Maryport Navigation Corp. and George Economou.
Biggest changeIn our annual report for the year ended December 31, 2024, Longshaw Maritime Investments S.A. and Konstantinos Konstantakopoulos were jointly reported to beneficially own 10.6% of our then outstanding common shares and in our annual report for the year ended December 31, 2023, Longshaw Maritime Investments S.A. and Konstantinos Konstantakopoulos were jointly reported to beneficially own 6.2% of our then outstanding common shares.
B. Related Party Transactions United Spin-Off On January 20, 2022, United was incorporated by us, under the laws of the Republic of the Marshall Islands to subsequently serve as the holding company of Sea Glorius Shipping Co, the vessel-owning subsidiary of the M/V Gloriuship that was contributed to United by us in connection with the Spin-Off.
Related Party Transactions United Spin-Off On January 20, 2022, United was incorporated by us, under the laws of the Republic of the Marshall Islands to subsequently serve as the holding company of Sea Glorius Shipping Co, the vessel-owning subsidiary of the M/V Gloriuship that was contributed to United by us in connection with the Spin-Off.
Through his ownership of common shares and Series B Preferred Shares, Stamatios Tsantanis controls 49.99% of the voting power of our outstanding capital stock. For a description of the Series B Preferred Shares, see “Description of Securities” filed as Exhibit 2.5 hereto.
Through his ownership of common shares and Series B Preferred Shares, Stamatios Tsantanis controls 49.99% of the voting power of our outstanding capital stock. For a description of the Series B Preferred Shares, see “Description of Securities” filed as Exhibit 2.6 hereto.
The master management agreement provides for a fixed administration fee of $325 per vessel per day payable to Seanergy. The term of United’s master management agreement with us expires on December 31, 2025.
The master management agreement provides for a fixed administration fee of $325 per vessel per day payable to Seanergy. The term of United’s master management agreement with us expires on December 31, 2026.
Seanergy Management also earned a fee equal to 1% of the contract price of any vessel bought or sold by them on our behalf until March 31, 2023, except for any vessels bought or sold from or to Seanergy, or in respect of any vessel sale relating to a sale leaseback transaction. United Management Corp.
Seanergy Management also earned a fee equal to 1% of the contract price of any vessel bought or sold by them on our behalf until March 31, 2023, except for any vessels bought or sold from or to Seanergy, or in respect of any vessel sale relating to a sale leaseback transaction. 84 Table of Contents United Management Corp.
In relation to technical management, Seanergy Shipmanagement is responsible for arranging, inter alia, for the day-to-day operations, inspections, maintenance, repairs, drydocking, purchasing, insurance and claims handling for the M/Vs Goodship, Gloriuship, Chrisea, Cretansea, Nisea and Synthesea, which are owned or operated by United.
In relation to technical management, Seanergy Shipmanagement is responsible for arranging, inter alia, for the day-to-day operations, inspections, maintenance, repairs, drydocking, purchasing, insurance and claims handling for the M/Vs Dukeship, Chrisea, Cretansea, Nisea and Synthesea, which are owned or operated by United.
Additional vessels that United may acquire in the future may be managed by us. 79 Table of Contents Contribution and Conveyance Agreement Prior to the consummation of the Spin-Off, we entered into a contribution and conveyance agreement with United.
Additional vessels that United may acquire in the future may be managed by us. Contribution and Conveyance Agreement Prior to the consummation of the Spin-Off, we entered into a contribution and conveyance agreement with United.
(3) This information is derived from an Amendment No. 2 to Schedule 13G jointly filed with the Commission on March 13, 2025 by Longshaw Maritime Investments S.A. and Konstantinos Konstantakopoulos. Based on this filing, Longshaw Maritime Investments S.A. and Konstantinos Konstantakopoulos each have beneficial ownership of all shares indicated in the table above.
(3) This information is derived from an Amendment No. 3 to Schedule 13G jointly filed with the Commission on August 4, 2025 by Longshaw Maritime Investments S.A. and Konstantinos Konstantakopoulos. Based on this filing, Longshaw Maritime Investments S.A. and Konstantinos Konstantakopoulos each have beneficial ownership of all shares indicated in the table above.
The technical management agreements with Seanergy Shipmanagement provide for a fixed management fee of $14,000 per vessel per month. The agreement for the M/V Goodship commenced on March 18, 2024, for the M/V Nisea on September 10, 2024 and the M/V Synthesea on February 4, 2025.
The technical management agreements with Seanergy Shipmanagement provide for a fixed management fee of $14,000 per vessel per month. The agreement for the M/V Nisea commenced on September 10, 2024, the M/V Synthesea on February 4, 2025 and for the M/V Dukeship on February 12, 2026.
As of December 31, 2023, a gain on sale of vessel, net of sale expenses, amounting to $8.1 million was recognized and is presented as “Gain on sale of vessels, net” in the consolidated statements of income. No vessels were sold during the year ended December 31, 2024. C. Interests of Experts and Counsel Not applicable.
As of December 31, 2024, a gain on sale of vessel, net of sale expenses, amounting to $8.1 million was recognized and is presented as “Gain on sale of vessels, net” in the consolidated statements of income. No vessels were sold during the year ended December 31, 2025.
In our annual reports for the years ended December 31, 2023, 2022, and 2021, Stamatios Tsantanis was reported to beneficially own 7.9%, 6.8% and 2.0%, respectively, of our then outstanding common shares. In addition, Mr.
(2) In our annual reports for the years ended December 31, 2024 and 2023, Stamatios Tsantanis was reported to beneficially own 9.1% and 7.9%, respectively, of our then outstanding common shares. In addition, Mr.
Identity of Person or Group Number of Shares Owned Percent of Class (1) Stamatios Tsantanis (2) 1,892,403 Common Shares 9.1% Konstantinos Konstantakopoulos (3) 2,218,949 Common Shares 10.6% George Economou (4) 1,859,096 Common Shares 8.9% Stavros Gyftakis 237,031 Common Shares 1.1% Christina Anagnostara 212,239 Common Shares 1.0% Dimitrios Anagnostopoulos 113,333 Common Shares 0.5% Elias Culucundis 86,800 Common Shares 0.4% Ioannis Kartsonas 55,422 Common Shares 0.3% Directors and executive officers as a group (6 individuals) 2,597,228 Common Shares 12.4% Stamatios Tsantanis (2) 20,000 Series B Preferred Shares 100% (1) Calculation of percent of class beneficially owned by each such person is based on 20,902,365 common shares outstanding as of March 18, 2025 and any additional shares that such person may be deemed to beneficially own in accordance with Rule 13d-3 under the Exchange Act.
Identity of Person or Group Number of Shares Owned Percent of Class (1) Stamatios Tsantanis (2) 2,084,403 Common Shares 9.6% Konstantinos Konstantakopoulos (3) 2,763,596 Common Shares 12.8% George Economou (4) 1,848,534 Common Shares 8.5% Stavros Gyftakis 240,045 Common Shares 1.1% Christina Anagnostara 193,239 Common Shares 0.9% Dimitrios Anagnostopoulos 73,333 Common Shares 0.3% Elias Culucundis 72,800 Common Shares 0.3% Ioannis Kartsonas 45,422 Common Shares 0.2% Directors and executive officers as a group (6 individuals) 2,709,242 Common Shares 12.5% Stamatios Tsantanis (2) 20,000 Series B Preferred Shares 100% (1) Calculation of percent of class beneficially owned by each such person is based on 21,668,198 common shares outstanding as of March 27, 2026 and any additional shares that such person may be deemed to beneficially own in accordance with Rule 13d-3 under the Exchange Act.
In our annual report for the year ended December 31, 2023, Sphinx Investment Corp., Maryport Navigation Corp. and George Economou were jointly reported to beneficially own 9.1% of our then outstanding common shares, and in our annual reports for the years ended December 31, 2022 and 2021 none of Sphinx Investment Corp., Maryport Navigation Corp. or George Economou were reported as an owners of five percent or more of our then outstanding common shares.
In our annual report for the year ended December 31, 2024, Sphinx Investment Corp., Maryport Navigation Corp. and George Economou were jointly reported to beneficially own 8.9% of our then outstanding common shares and in our annual report for the year ended December 31, 2023, Sphinx Investment Corp., Maryport Navigation Corp. and George Economou were jointly reported to beneficially own 9.1% of our then outstanding common shares. 83 Table of Contents B.
Based on this filing, Sphinx Investment Corp., Maryport Navigation Corp. and George Economou each have beneficial ownership of all shares indicated in the table above. Based on this filing, Sphinx Investment Corp. is a Marshall Islands corporation wholly-owned by Maryport Navigation Corp., which is a Liberian corporation controlled by George Economou.
Based on this filing, Sphinx Investment Corp. is a Marshall Islands corporation wholly-owned by Maryport Navigation Corp., which is a Liberian corporation controlled by George Economou.
In addition, United has a right of first offer with respect to any vessel sales by us. The sales of M/V Goodship and M/V Tradership to United were made pursuant to the right of first refusal agreement.
In addition, United has a right of first offer with respect to any vessel sales by us.
In 2023 and until March 17, 2024, United was paying to Seanergy Shipmanagement a fixed management fee of $10,000 for the M/V Goodship, which was also co-managed by V.Ships Greece.
Until the disposal of M/Vs Gloriuship and Goodship on June 10, 2025 and September 16, 2025, respectively, United was paying Seanergy Shipmanagement a fixed management fee of $14,000 per month for each vessel.
Removed
(2) In addition to the common share ownership of Mr. Tsantanis, the number of common shares beneficially he owned includes 10,000 common shares underlying 100 American-style call option contracts, 50 of which expire on July 18, 2025 and 50 of which expire on October 17, 2025, all with a strike price of $8.00.
Added
(4) This information is derived from an Amendment No. 9 to Schedule 13D jointly filed with the Commission on March 16, 2026 by Sphinx Investment Corp., Maryport Navigation Corp. and George Economou. Based on this filing, Sphinx Investment Corp., Maryport Navigation Corp. and George Economou each have beneficial ownership of all shares indicated in the table above.
Added
The sales of M/V Goodship and M/V Tradership, as well as the bareboat charter-out of the M/V Dukeship and the sale of the M/V Squireship (which is expected to take place by mid-June 2026) to United were agreed and made pursuant to the right of first refusal agreement.
Added
Loan Facility Agreement On April 25, 2025, the Company entered into an agreement to provide a $2.0 million short-term loan facility to United. The facility bore interest of 10.0% per annum and was fully repaid on June 17, 2025, shortly after the completion of a vessel sale by United.
Added
On February 6, 2026, we entered into an agreement with United for the disposal of the M/V Dukeship through an 18-month bareboat charter. The charter period commenced following the delivery of the vessel on February 12, 2026.
Added
United has advanced a downpayment of $5.5 million and will pay a daily charter rate of $9,450, with a purchase obligation of $22.1 million at the end of the bareboat charter. A special committee of disinterested members of our Board of Directors negotiated the terms and approved the agreement.
Added
On March 11, 2026, we agreed main terms to sell the M/V Squireship to United for an aggregate purchase price of $29.5 million. The sale is subject to entering into a memorandum of agreement and United’s financing the purchase. The vessel is expected to be delivered to United by mid-June 2026. C.
Added
Interests of Experts and Counsel Not applicable. 85 Table of Contents