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What changed in TEEKAY CORP LTD's 20-F — 2024 vs 2025

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Paragraph-level year-over-year comparison of TEEKAY CORP LTD'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.

+633 added−648 removedSource: 20-F (2026-03-13) vs 20-F (2025-03-14)

Top changes in TEEKAY CORP LTD's 2025 20-F

633 paragraphs added · 648 removed · 485 edited across 6 sections

Item 2. Properties

Properties — owned and leased real estate

2 edited+0 added−0 removed1 unchanged
Biggest changeBusiness Overview 25 Our Flee t 25 Tankers 27 Chartering Strategy and Participation in the Vessel Revenue Sharing Agreements 27 Industry and Competition 28 Marine Services and Other 29 Safety, Management of Ship Operations and Administration 30 Risk of Loss, Insurance and Risk Management 31 Operations Outside of the United States 31 Customers 31 Flag, Classification, Audits and Inspections 31 R egulations 32 C.
Biggest changeBusiness Overview 25 Our Flee t 26 Tankers 27 Chartering Strategy and Participation in the Vessel Revenue Sharing Agreements 28 Industry and Competition 29 Marine Services 30 Safety, Management of Ship Operations and Administration 30 Risk of Loss, Insurance and Risk Management 31 Operations Outside of the United States 31 Customers 32 Flag, Classification, Audits and Inspections 32 Regulations 32 C.
Item 2. Offer Statistics and Expected Timetable 6 Item 3. Key Information 6 Risk Factors 6 Tax Risks 21 Item 4. Information on the Company 24 A. History and Development 24 B.
Item 2. Offer Statistics and Expected Timetable 6 Item 3. Key Information 6 Risk Factors 6 Tax Risks 22 Item 4. Information on the Company 24 A. History and Development 25 B.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

146 edited+29 added−17 removed180 unchanged
Biggest changeRisk Factor Summary Risks Related to Our Industry • Changes in the oil markets could result in decreased demand for our vessels and services. • The cyclical nature of the tanker industry may lead to volatile changes in charter rates and significant fluctuations in the utilization of our vessels, which may adversely affect our earnings. • Changes in the spot tanker market may result in significant fluctuations in the utilization of our vessels and our profitability. • Our vessels operate in the highly competitive international tanker market. • High oil prices could negatively impact tanker freight rates. • Marine transportation is inherently risky, and an incident involving loss or damage to a vessel, injury to crew, significant loss of product or environmental contamination by any of our vessels could harm our reputation and business. • Terrorist attacks, increased hostilities, political change, or war could lead to further economic instability, increased costs and business disruption. • Acts of piracy on ocean-going vessels continue to be a risk, which could adversely affect our business. • Public health threats, including pandemics, epidemics, and other public health crises, could have adverse effects on our operations and financial results. 6 Table of Contents • Governments could requisition our vessels during a period of war or emergency, which may adversely affect our business and results of operations.
Biggest changeRisk Factor Summary Risks Related to Our Industry • Changes in the oil markets could result in decreased demand for our vessels and services. • The cyclical nature of the tanker industry may lead to volatile changes in charter rates and significant fluctuations in the utilization of our vessels, which may adversely affect our earnings. • Changes in the spot tanker market may result in significant fluctuations in the utilization of our vessels and our profitability. • Our vessels operate in the highly competitive international tanker market. • High oil prices could negatively impact tanker freight rates. • Marine transportation is inherently risky, and an incident involving loss or damage to a vessel, injury to crew, significant loss of product or environmental contamination by any of our vessels could harm our reputation and business. • Terrorist attacks, increased hostilities, political change or war could lead to further economic instability, increased costs and business disruption. • Acts of piracy on ocean-going vessels continue to be a risk, which could adversely affect our business. • Public health threats, including pandemics, epidemics and other public health crises, could have adverse effects on our operations and financial results. • Governments could requisition our vessels during a period of war or emergency, which may adversely affect our business and results of operations. 6 Table of Contents Risks Related to Our Business • Economic downturns, including disruptions in the global credit markets, could adversely affect our ability to grow. • Economic downturns may affect our customers’ ability to charter our vessels and pay for our services and may adversely affect our business and results of operations. • We may not be able to grow or to manage our growth effectively. • An increase in operating costs, due to increased inflation or otherwise, could adversely affect our cash flows and financial condition. • The timing of dry dockings of our vessels during peak market conditions could adversely affect our profitability. • Delays in the delivery of and installation of new vessel equipment could result in significant vessel off hire and have adverse impacts on our results of operations . • Technological innovation could reduce our charter hire income and the value and operational lives of our vessels. • Over time, the value of our vessels may decline, which could adversely affect our existing loan and other financial obligations we may incur in the future, our ability to obtain new financing or our operating results. • The ability of Teekay Parent's subsidiaries to distribute funds to Teekay Parent is a significant factor in its capacity to meet its financial obligations and to fund any dividend payments or share repurchases. • Financing agreements containing operating and financial restrictions may restrict our business and financing activities. • We may be required to make substantial capital expenditures should we decide to expand the size of our fleet, involving significant installment payments.
Our financial leverage could increase or our shareholders’ ownership interest in us could be diluted. • Teekay Tankers' revolving credit facility and any future financing agreements may limit our flexibility in obtaining additional financing, pursuing other business opportunities, paying dividends and repurchasing shares. • Our ability to repay or refinance debt or future financing obligations and to fund our capital expenditures will depend on certain financial, business and other factors.
Our financial leverage could increase and, our shareholders’ ownership interest in us could be diluted. • Teekay Tankers' revolving credit facility and any future financing agreements may limit our flexibility in obtaining additional financing, pursuing other business opportunities, paying dividends and repurchasing shares. • Our ability to repay or refinance debt or future financing obligations and to fund our capital expenditures will depend on certain financial, business and other factors.
Foreign Corrupt Practices Act, the UK Bribery Act, the UK Criminal Finances Act, the UK Economic Crime and Corporate Transparency Act and similar laws in other jurisdictions could result in fines, criminal penalties, contract terminations and an adverse effect on our business. • The shipping industry is subject to substantial environmental and other regulations, which may significantly limit operations and increase expenses and adversely impact insurance coverage. • Climate change and greenhouse gas restrictions may adversely impact our operations and markets. • Scrutiny and expectations from certain investors, lenders, customers and other market participants with respect to ESG policies and practices may impose additional costs on us or expose us to additional risks. • Our operations may be subject to economic substance requirements in Bermuda, the Marshall Islands and other offshore jurisdictions, which could impact our business. • The smuggling of drugs or other contraband onto our vessels may lead to governmental claims against us.
Foreign Corrupt Practices Act, the UK Bribery Act, the UK Criminal Finances Act, the UK Economic Crime and Corporate Transparency Act and similar laws in other jurisdictions could result in fines, criminal penalties, contract terminations and an adverse effect on our business. • The shipping industry is subject to substantial environmental and other regulations, which may significantly limit operations and increase expenses and adversely impact insurance coverage and costs. • Climate change and greenhouse gas restrictions may adversely impact our operations and markets. • Scrutiny and expectations from certain investors, lenders, customers and other market participants with respect to ESG policies and practices may impose additional costs on us or expose us to additional risks. • Our operations may be subject to economic substance requirements in Bermuda, the Marshall Islands and other offshore jurisdictions, which could impact our business. • The smuggling of drugs or other contraband onto our vessels may lead to governmental claims against us.
For example, these financing arrangements may restrict our ability to: • incur additional indebtedness and guarantee indebtedness; • pay dividends or make other distributions or repurchase or redeem our share capital; • prepay, redeem or repurchase certain debt; • issue certain preferred shares or similar equity securities; • make loans and investments; • enter into a new line of business; • incur or permit certain liens to exist; • enter into transactions with affiliates; • create unrestricted subsidiaries; • transfer, sell, convey or otherwise dispose of assets; • make certain acquisitions and investments; • enter into agreements restricting our subsidiaries’ ability to pay dividends; and • consolidate, merge or sell all or substantially all of our assets.
For example, these financing arrangements may restrict our ability to: • incur additional indebtedness and guarantee indebtedness; • pay dividends or make other distributions or repurchase or redeem our share capital; • prepay certain debt; • issue certain preferred shares or similar equity securities; • make loans and investments; • enter into a new line of business; • incur or permit certain liens to exist; • enter into transactions with affiliates; • create unrestricted subsidiaries; • transfer, sell, convey or otherwise dispose of assets; • make certain acquisitions and investments; • enter into agreements restricting our subsidiaries’ ability to pay dividends; and • consolidate, merge or sell all or substantially all of our assets.
In addition, our returns on our cash invested in short-term investments and the value of any marketable securities in which we may invest could be adversely affected by changes in interest rates or by the performance of the capital markets or particular companies.
In addition, our returns on our cash invested in short-term investments and the value of any marketable securities in which we may invest could be adversely affected by changes in interest rates and/or by the performance of the capital markets or particular companies.
In addition, the unavailability of the information systems or the failure of these systems to perform as anticipated for any reason could disrupt our business and could result in decreased performance and increased operating costs.
In addition, the unavailability of information systems or the failure of these systems to perform as anticipated for any reason could disrupt our business and could result in decreased performance and increased operating costs.
For example, various governments and organizations such as the European Union and Organization for Economic Co-operation and Development (or the OECD ) are increasingly focused on tax reform and other legislative or regulatory action to increase tax revenue.
For example, various governments and organizations such as the European Union and the Organization for Economic Co-operation and Development (or OECD ) are increasingly focused on tax reform and other legislative or regulatory action to increase tax revenue.
Our level of debt could have important consequences to us, including the following: • our ability to obtain additional financing, if necessary, for working capital, capital expenditures, acquisitions or other purposes may be impaired, or such financing may not be available on favorable terms, if at all; • we will need a portion of our cash flow to make principal and interest payments on our debt and to satisfy any other financial obligations we incur, reducing the funds that would otherwise be available for operations, business opportunities, share repurchases and dividends to our shareholders; • incurring additional debt or other financial obligations in the future may makes us more vulnerable than our competitors with less debt to competitive pressures or a downturn in our industry or the economy generally; and • incurring additional debt or other financial obligations in the future may limit our flexibility in responding to changing business and economic conditions.
Our level of debt could have important consequences to us, including the following: • our ability to obtain additional financing, if necessary, for working capital, capital expenditures, acquisitions or other purposes may be impaired, or such financing may not be available on favorable terms, if at all; • we will need a portion of our cash flow to make principal and interest payments on our debt and to satisfy any other financial obligations we incur, reducing the funds that would otherwise be available for operations, business opportunities, share repurchases and dividends to our shareholders; • incurring additional debt or other financial obligations in the future may make us more vulnerable than our competitors with less debt to competitive pressures or a downturn in our industry or the economy generally; and • incurring additional debt or other financial obligations in the future may limit our flexibility in responding to changing business and economic conditions.
In addition, we may rely on an exemption to be deemed non-resident in Canada for Canadian tax purposes under subsection 250(6) of the Canada Income Tax Act for (i) corporations whose principal business is international shipping and that derive all or substantially all of their revenue from international shipping, and (ii) corporations that are holding companies that have over half of the cost base of their investments in eligible international shipping subsidiaries and receive substantially all of their revenue as dividends from those eligible international shipping subsidiaries are exempt under subsection 250(6).
In addition, we may rely on an exemption to be deemed non-resident in Canada for Canadian tax purposes under subsection 250(6) of the Canada Income Tax Act for (i) corporations whose principal business is international shipping and that derive all or substantially all of their revenue from international shipping, and (ii) corporations that are holding companies that have over half of the cost base of their investments in eligible international shipping subsidiaries and receive substantially all of their revenue as dividends or interest from those eligible international shipping subsidiaries are exempt under subsection 250(6).
If (a) the supply of scrubber-fitted vessels increases, (b) the differential between the cost of high sulfur fuel oil and low sulfur fuel oil is high and (c) charterers prefer such vessels over our vessels to the extent they do not have scrubbers, demand for our vessels may be reduced and our ability to time charter-out our vessels at competitive rates may be impaired, which may have a material adverse effect on our business, financial condition and results of operations.
If (a) the supply of scrubber-fitted vessels increases, (b) the differential between the cost of high sulfur fuel oil and low sulfur fuel oil is high and (c) charterers prefer such vessels over our vessels to the extent they do not have scrubbers, demand for our vessels may be reduced and our ability to charter out our vessels at competitive rates may be impaired, which may have a material adverse effect on our business, financial condition and results of operations.
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 Foreign Corrupt Practices Act of 1977 (or the FCPA ) of the United States, the Bribery Act 2010 (or the UK Bribery Act ), the Criminal Finances Act 2017 (or the CFA ) and the Economic Crime and Corporate Transparency Act 2023 (or the ECCTA ) of the UK.
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 Foreign Corrupt Practices Act of 1977 (or the FCPA ) of the United States, the Bribery Act 2010 (or the UK Bribery Act ), the Criminal Finances Act 2017 (or the CFA ) and the Economic Crime and Corporate Transparency Act 2023 (or the ECCTA ) of the United Kingdom.
In crewing our vessels, we require technically skilled employees with specialized training who can perform physically demanding work. Competition to attract and retain qualified crew members is intense. The shipping industry continues to forecast a shortfall in qualified personnel, and crew and other compensation has increased recently and may continue to increase in the future.
In crewing our vessels, we require technically skilled employees with specialized training who can perform physically demanding work. Competition to attract and retain qualified crew members is intense. The shipping industry continues to forecast a shortfall in qualified personnel, and crew and other compensation has increased and may continue to increase in the future.
Our failure to renew or replace fixed-rate charters could cause us to trade the related vessels in the spot market, which could adversely affect our operating results and make them more volatile. Our general vessel employment strategy includes using a mix of spot and fixed-rate time charters, and we expect to enter into fixed-rate time charters in the future.
Our failure to renew or replace fixed-rate charters could cause us to trade the related vessels in the spot market, which could adversely affect our operating results and make them more volatile. Our general vessel employment strategy includes using a mix of spot and fixed-rate charters, and we expect to enter into fixed-rate charters in the future.
A collapse or bankruptcy of any of the financial institutions in which or through which we hold or invest our cash reserves, or rumors or the appearance of any such potential collapse or bankruptcy, might prevent us from accessing all or a portion of our cash, cash equivalents or short-term investments for an uncertain period of time, if at all.
A collapse or bankruptcy of any of the financial institutions in which or through which we hold or invest our cash reserves, or rumors or the appearance of any such potential collapse or bankruptcy, might prevent us from accessing all or a portion of our cash, cash equivalents and short-term investments for an uncertain period of time, if at all.
Furthermore, detecting, investigating, and resolving actual or alleged violations is expensive and can consume significant time and attention of our senior management. The shipping industry is subject to substantial environmental and other regulations, which may significantly limit operations and increase expenses and adversely impact our insurance coverage.
Furthermore, detecting, investigating, and resolving actual or alleged violations is expensive and can consume significant time and attention of our senior management. The shipping industry is subject to substantial environmental and other regulations, which may significantly limit operations and increase expenses and adversely impact our insurance coverage and costs.
The Bermuda CIT Act applies only to Bermuda entities that are part of multinational enterprise groups with €750 million or more in annual revenues in at least two of the four fiscal years immediately preceding the fiscal year in question (or Bermuda Constituent Entity Group ).
The Bermuda CIT Act applies only to Bermuda entities that are part of multinational enterprise groups with €750 million or more in annual revenues in at least two of the four fiscal years immediately preceding the fiscal year in question (a Bermuda Constituent Entity Group ).
If any of the scenarios set out above were to occur, or any scenario were to occur which resulted in our continued holding of substantial cash or other passive assets or a significant increase of our cash or other passive assets, our PFIC status for 2025, and any future tax year, will depend significantly upon how, and how quickly, we use our cash assets, including the cash proceeds received in connection with any dispositions of our shares in Teekay Tankers, or received by Teekay Tankers from the sale of any of Teekay Tankers’ vessels or from cash generated through vessel operations, and the extent to which we acquire or retain assets that are not considered to produce passive income.
If any of the scenarios set out above were to occur, or any scenario were to occur which resulted in our continued holding of substantial cash or other passive assets or a significant increase of our cash or other passive assets, our PFIC status for 2026, and any future tax year, will depend significantly upon how, and how quickly, we use our cash assets, including the cash proceeds received in connection with any dispositions of our shares in Teekay Tankers, or received by Teekay Tankers from the sale of any of Teekay Tankers’ vessels or from cash generated through vessel operations, and the extent to which we acquire or retain assets that are not considered to produce passive income.
However, we incur certain voyage expenses, vessel operating expenses, dry-docking expenditures and general and administrative expenses in foreign currencies, the most significant of which are the Australian Dollar, Canadian Dollar, Singapore Dollar, British Pound, Euro, Philippine Peso and Japanese Yen.
However, we incur certain voyage expenses, vessel operating expenses, dry-docking expenditures and general and administrative expenses in foreign currencies, the most significant of which are the Canadian Dollar, Singapore Dollar, British Pound, Euro, Philippine Peso and Japanese Yen.
Our business could be harmed by trade tariffs, trade embargoes or other economic sanctions by the U.S., the European Union or other countries against Russia, companies with Russian connections or the Russian energy sector and harmed by any retaliatory measures by Russia or other countries in response.
Our business could be harmed by trade tariffs, trade embargoes or other economic sanctions by the U.S., the European Union or other countries against Russia, companies with Russian connections or the Russian energy sector, or by any retaliatory measures by Russia or other countries in response.
The collapse of a financial institution may occur very rapidly. Any material limitation on our ability to access our cash, cash equivalents or short-term investments could adversely affect our liquidity, results of operations and ability to meet our obligations.
The collapse of a financial institution may occur very rapidly. Any material limitation on our ability to access our cash, cash equivalents and short-term investments could adversely affect our liquidity, results of operations and ability to meet our obligations.
As a result, new hubs and new routes for cocaine smuggling have emerged, and seizures by law enforcement agencies are reaching record highs around the world. Many of these seizures have a direct impact on merchant ships.
As a result, new hubs and new routes for cocaine and narcotics smuggling have emerged, and seizures by law enforcement agencies are reaching record highs around the world. Many of these seizures have a direct impact on merchant ships.
Any such attacks could lead to, among other things, bodily injury or loss of life, vessel or other property damage, increased vessel operational costs, including insurance costs, and the inability to transport oil to or from certain locations.
Any such hostility or attacks could lead to, among other things, bodily injury or loss of life, vessel or other property damage, increased vessel operational costs, including insurance costs, and the inability to transport oil to or from certain locations.
We evaluate the investment in our equity-accounted joint venture for impairment when events or circumstances indicate that the carrying value of such investment may have experienced an other-than-temporary decline in value below its carrying value.
We evaluate an investment in an equity-accounted joint venture for impairment when events or circumstances indicate that the carrying value of such investment may have experienced an other-than-temporary decline in value below its carrying value.
To the extent we are able to finance these obligations and expenditures, our ability to pay cash dividends and repurchase shares may be diminished or our financial leverage may increase, or our shareholders may be diluted. • Many of Teekay Tankers' seafaring employees are covered by collective bargaining agreements and the failure to renew those agreements or any future labor agreements may disrupt operations and adversely affect our cash flows. • We or Teekay Tankers may be unable to attract and retain qualified, skilled employees or crew necessary to operate our business, and the cost of attracting and retaining such personnel may increase. • We anticipate that Teekay Tankers may need to accelerate its fleet renewal in coming years, the success of any such program will depend on newbuilding and second-hand vessel availability and prices, market conditions and available financing, and which may require significant expenditures. • Increased demand for and supply of vessels fitted with scrubbers to comply with International Maritime Organization (or IMO ) sulfur reduction requirements could reduce demand for our existing vessels and impair our ability to time charter-out our vessels at competitive rates. • Our insurance may be insufficient to cover losses that may occur to our vessels or result from our operations. • Maritime claimants could arrest, or port authorities could detain, our vessels, which could interrupt our cash flow from these vessels. • Exposure to interest rate fluctuations will result in fluctuations in our cash flows and operating results. • Our cash, cash equivalents and short-term investments are exposed to credit risk, which may be adversely affected by market conditions, interest rates and failures of financial institutions. • We may be unable to take advantage of favorable opportunities in the spot market to the extent any of our vessels are employed on medium- to long-term time charters . • Teekay Tankers’ U.S.
To the extent we are able to finance these obligations and expenditures, our ability to pay cash dividends and repurchase shares may be diminished, our financial leverage may increase, and our shareholders may be diluted. • Many of our seafaring employees are covered by collective bargaining agreements and the failure to renew those agreements or any future labor agreements may disrupt operations and adversely affect our cash flows. • We may be unable to attract and retain qualified, skilled employees or crew necessary to operate our business, and the cost of attracting and retaining such personnel may increase. • We anticipate that we may need to accelerate our fleet renewal in coming years, the success of any such program will depend on newbuilding and second-hand vessel availability and prices, market conditions and available financing, and which may require significant expenditures. • Increased demand for and supply of vessels fitted with scrubbers to comply with International Maritime Organization (or IMO ) sulfur reduction requirements could reduce demand for our existing vessels and impair our ability to charter out our vessels at competitive rates. • Our insurance may be insufficient to cover losses that may occur to our vessels or result from our operations. • Maritime claimants could arrest, or port authorities could detain, our vessels, which could interrupt our cash flow from these vessels. • Exposure to interest rate fluctuations will result in fluctuations in our cash flows and operating results. • Our cash, cash equivalents and short-term investments are exposed to credit risk, which may be adversely affected by market conditions, interest rates and failures of financial institutions. • We may be unable to take advantage of favorable opportunities in the spot market to the extent any of our vessels are employed on medium to long-term charters . • Our U.S.
Accordingly, there is a risk that U.S. tax authorities could treat us as a PFIC in 2025 and may treat us as a PFIC in future years, and there can be no assurance that we will not be a PFIC in 2025 or any future tax years under the PFIC asset test, which could have adverse U.S. federal income tax consequences to U.S. shareholders and may cause the price of our common shares to decline and materially and adversely affect our ability to raise capital on acceptable terms.
Accordingly, there is a risk that U.S. tax authorities could treat us as a PFIC in 2026 and may treat us as a PFIC in future years, and there can be no assurance that we will not be a PFIC in 2026 or any future tax years under the PFIC asset test, which could have adverse U.S. federal income tax consequences to U.S. shareholders and may cause the price of our common shares to decline and materially and adversely affect our ability to raise capital on acceptable terms.
We are organized under the laws of Bermuda, and all of our assets are located outside of the U.S. In addition, most of our directors and officers are non-residents of the U.S., and all or a substantial portion of the assets of these non-residents are located outside the U.S.
We are organized under the laws of Bermuda, and substantially all of our assets are located outside of the U.S. In addition, most of our directors and officers are non-residents of the U.S., and all or a substantial portion of the assets of these non-residents are located outside the U.S.
If we are unable to access additional financing and generate sufficient cash flow to meet our debt, other financial obligations, capital expenditure and other business requirements, we may be forced to take actions such as: • restructuring our debt or other financial obligations; • selling additional assets or equity interests in certain assets or our joint venture; • not paying dividends or repurchasing shares; • reducing, delaying, or canceling business activities, acquisitions, investments or capital expenditures; or • seeking bankruptcy protection.
If we are unable to access additional financing and generate sufficient cash flow to meet our debt, other financial obligations, capital expenditure and other business requirements, we may be forced to take actions such as: • restructuring our debt or other financial obligations; • selling additional assets or equity interests in certain assets; • not paying dividends or repurchasing shares; • reducing, delaying, or canceling business activities, acquisitions, investments or capital expenditures; or • seeking bankruptcy protection.
Future spot rates may not be sufficient to enable our vessels trading in the spot tanker market to operate profitably or to provide sufficient cash flow to service our debt and obligations.
Future spot rates may not be sufficient to enable our vessels trading in the spot tanker market to operate profitably or to provide sufficient cash flow to service our debt obligations.
No assurance can be given, however, that this position would be sustained by a court if contested by the IRS or that we would not constitute a PFIC by reason of the PFIC income test (or, alternatively, as described above, the PFIC asset test) for the 2025 tax year or any future tax year if there were to be changes in our and our look-through subsidiaries' assets, income or operations.
No assurance can be given, however, that this position would be sustained by a court if contested by the IRS or that we would not constitute a PFIC by reason of the PFIC income test (or, alternatively, as described above, the PFIC asset test) for the 2026 tax year or any future tax year if there were to be changes in our and our look-through subsidiaries' assets, income or operations.
For further information about our financial instruments as at December 31, 2024 that are sensitive to changes in interest rates, please read "Item 11 - Quantitative and Qualitative Disclosures About Market Risk". Our cash, cash equivalents and short-term investments are exposed to credit risk, which may be adversely affected by market conditions, interest rates and failures of financial institutions.
For further information about our financial instruments as at December 31, 2025 that are sensitive to changes in interest rates, please read "Item 11 - Quantitative and Qualitative Disclosures About Market Risk". Our cash, cash equivalents and short-term investments are exposed to credit risk, which may be adversely affected by market conditions, interest rates and failures of financial institutions.
Tax Risks • U.S. tax authorities could treat us as a “passive foreign investment company”, which could have adverse U.S. federal income tax consequences to our U.S. shareholders and other adverse consequences to us and all of our shareholders. • The imposition of taxes, including as a result of any change in tax law or accounting requirements, may reduce our cash available for distribution to shareholders, cash flows and results of operations. • We are subject to taxation in Bermuda and changes to Bermuda tax policies may impact our financial position. • Changes to the UK tonnage tax or corporate tax regimes applicable to us, or to the interpretation thereof, may impact our future operating results.
Tax Risks • U.S. tax authorities could treat us as a “passive foreign investment company”, which could have adverse U.S. federal income tax consequences to our U.S. shareholders and other adverse consequences to us and all of our shareholders. • The imposition of taxes, including as a result of any change in tax law or accounting requirements, may reduce our cash available for distribution to shareholders, cash flows and results of operations. • We are subject to taxation in Bermuda and changes to Bermuda tax policies may impact our financial position. • Changes to the United Kingdom tonnage tax or corporate tax regimes applicable to us, or to the interpretation thereof, may impact our future operating results.
Any of these events could have a material adverse effect on our business, financial condition, and operating results, and the associated costs could exceed our insurance coverage. If our vessels suffer damage, they may need to be repaired at a dry-docking facility. The costs of dry-dock repairs are unpredictable and may be substantial.
Any of these events could have a material adverse effect on our business, financial condition, and operating results, and the associated costs could exceed our insurance coverage. If our vessels suffer damage, they may need to be repaired and spend time at a dry-docking facility. The costs of dry-dock repairs are unpredictable and may be substantial.
However, under the tonnage tax rules, which are part of the normal corporate tax regime in the UK, the taxable income of a qualifying shipping operation such as that of the Teekay Tankers tonnage tax group is instead calculated based on the net registered tonnage of the qualifying seagoing vessels that the Teekay Tankers tonnage tax group owns, charters, or manages that generate income from shipping activities.
However, under the tonnage tax rules, which are part of the normal corporate tax regime in the UK, the taxable income of a qualifying shipping operation such as that of the Teekay Tankers tonnage tax group is instead calculated based on the net registered tonnage of the qualifying seagoing vessels that the Teekay Tankers tonnage tax group owns, charters or, in some cases, manages that generate income from shipping activities.
Exposure to interest rate fluctuations will result in fluctuations in our cash flows and operating results. As of December 31, 2024, no principal amount was outstanding under Teekay Tankers' revolving credit facility, which facility bears interest based on the Secured Overnight Financing Rate (or SOFR ), a variable, floating rate.
Exposure to interest rate fluctuations will result in fluctuations in our cash flows and operating results. As of December 31, 2025, no principal amount was outstanding under Teekay Tankers' revolving credit facility, which facility bears interest based on the Secured Overnight Financing Rate (or SOFR ), a variable, floating rate.
In addition, vessel value declines may result in impairment charges against our earnings. As of December 31, 2024, Teekay Tankers’ revolving credit facility contained loan-to-value financial covenants tied to the value of the vessels that collateralize the credit facility. Teekay Tankers is required to maintain a vessel value to outstanding loan principal balance ratio of 125%.
In addition, vessel value declines may result in impairment charges against our earnings. As of December 31, 2025, Teekay Tankers’ revolving credit facility contained loan-to-value financial covenants tied to the value of the vessels that collateralize the credit facility. Teekay Tankers is required to maintain a vessel value to outstanding loan principal balance ratio of 125%.
As at December 31, 2024, Teekay Tankers was in compliance with these requirements. However, a decline in the market value of these tankers may result in a default under the credit facility (or any future financing agreements) or may require Teekay Tankers to prepay portions of the outstanding principal or pledge additional collateral to avoid a default.
As at December 31, 2025, Teekay Tankers was in compliance with these requirements. However, a decline in the market value of these tankers may result in a default under the credit facility (or any future financing agreements) or may require Teekay Tankers to prepay portions of the outstanding principal or pledge additional collateral to avoid a default.
Please read “Item 5 – Operating and Financial Review and Prospects – Management’s Discussion and Analysis of Financial Condition and Results of Operations – Overview”. At the present time, we do not expect to be treated as a PFIC for the 2024 tax year under the PFIC asset test.
Please read “Item 5 – Operating and Financial Review and Prospects – Management’s Discussion and Analysis of Financial Condition and Results of Operations – Overview”. At the present time, we do not expect to be treated as a PFIC for the 2025 tax year under the PFIC asset test.
Countries that do not adequately cooperate with the finance ministers are placed on a list of non-cooperative jurisdictions for tax purposes. As of December 31, 2024, neither Bermuda nor the Marshall Islands were listed by the European Union on the list of non-cooperative jurisdictions.
Countries that do not adequately cooperate with the finance ministers are placed on a list of non-cooperative jurisdictions for tax purposes. As of December 31, 2025, neither Bermuda nor the Marshall Islands were listed by the European Union on the list of non-cooperative jurisdictions.
We may have to pay dry-docking costs if our insurance does not cover them in full. The total loss of any of our vessels could harm our reputation as a safe and reliable vessel owner and operator.
We may have to pay dry-docking costs if our insurance does not cover them in part or in full. The total loss of any of our vessels could harm our reputation as a safe and reliable vessel owner and operator.
At the same time, anti-ESG sentiment has been gaining momentum in the U.S. and certain investors, other stakeholders and regulators may express or pursue opposing views, legislation and investment expectations with respect to ESG initiatives.
At the same time, anti-ESG sentiment has been gaining momentum in certain jurisdictions, including the U.S., and certain investors, other stakeholders and regulators may express or pursue opposing views, legislation and investment expectations with respect to ESG initiatives.
Financing agreements containing operating and financial restrictions may restrict our business and financing activities. The operating and financial restrictions and covenants in our revolving credit facility and in any future financing agreements could adversely affect our ability to finance future operations or capital needs or to pursue and expand our business activities.
Financing agreements containing operating and financial restrictions may restrict our business and financing activities. The operating and financial restrictions and covenants in Teekay Tankers' revolving credit facility and in any future financing agreements could adversely affect our ability to finance future operations or capital needs or to pursue and expand our business activities.
For further information about our financial instruments as at December 31, 2024 that are exposed to credit risk, please read "Item 11 - Quantitative and Qualitative Disclosures About Market Risk". We may be unable to take advantage of favorable opportunities in the spot market to the extent any of our vessels are employed on medium- to long-term time charters.
For further information about our financial instruments as at December 31, 2025 that are exposed to credit risk, please read "Item 11 - Quantitative and Qualitative Disclosures About Market Risk". We may be unable to take advantage of favorable opportunities in the spot market to the extent any of our vessels are employed on medium to long-term charters.
We or Teekay Tankers may be unable to attract and retain qualified, skilled employees or crew necessary to operate our business, and the cost of attracting and retaining such personnel may increase. Our success depends on our ability to attract and retain highly skilled and qualified personnel.
We may be unable to attract and retain qualified, skilled employees or crew necessary to operate our business, and the cost of attracting and retaining such personnel may increase. Our success depends on our ability to attract and retain highly skilled and qualified personnel.
In November 2024, Teekay Tankers subsidiaries elected jointly as a group to participate in the UK tonnage tax regime and, following the group's admission, is eligible for this regime for an initial eight-year period.
In November 2024, Teekay Tankers' subsidiaries elected jointly as a group to participate in the UK tonnage tax regime and, following the group's admission, is eligible for this regime for an initial eight-year period.
While we believe that lightering offers advantages over alternative methods of delivering crude oil to or from U.S. Gulf ports, Teekay Tankers’ lightering revenues may be limited due to the availability of alternative methods. 16 Table of Contents Teekay Tankers’ full service lightering operations are subject to specific risks that could lead to accidents, oil spills or property damage.
While we believe that lightering offers advantages over alternative methods of delivering crude oil to or from U.S. Gulf ports, our lightering revenues may be limited due to the availability of alternative methods. 16 Table of Contents Our full service lightering operations are subject to specific risks that could lead to accidents, oil spills or property damage.
To fund our existing and future debt or financial obligations and capital expenditures, we may be required to use our existing liquidity or cash from operations, incur borrowings, raise capital through the sale of assets or ownership interests in certain assets or our joint venture entity, issue debt or additional equity securities and/or seek to access other financing sources.
To fund our existing and future debt or future financial obligations and capital expenditures, we may be required to use our existing liquidity or cash from operations, incur borrowings, raise capital through the sale of assets or ownership interests in certain assets, issue debt or additional equity securities and/or seek to access other financing sources.
Although these negotiations have not caused labor disruptions in the past, any labor disruptions could harm Teekay Tankers' operations and could have a material adverse effect on our and Teekay Tankers' business, results of operations and cash flows.
Although these negotiations have not caused labor disruptions in the past, any labor disruptions could harm our operations and could have a material adverse effect on our business, results of operations and cash flows.
Generally, requisitions occur during a period of war or emergency. Government requisition of one or more of our vessels could adversely affect our business, results of operations and financial condition. Risks Related to Our Business Economic downturns, including disruptions in the global credit markets, could adversely affect our ability to grow.
Generally, requisitions occur during a period of war or emergency. Government requisition of one or more of our vessels could adversely affect our business, results of operations and financial condition. 11 Table of Contents Risks Related to Our Business Economic downturns, including disruptions in the global credit markets, could adversely affect our ability to grow.
In addition to the EU ETS, the introduction of the FuelEU Maritime regulation by the European Union as of January 1, 2025, will require us to pay a financial penalty in relation to certain voyages which call on EU or EEA ports when not using low emission intensity fuels.
In addition to the EU ETS, the introduction of the FuelEU Maritime regulation by the European Union as of January 1, 2025, requires us to pay a financial penalty in relation to certain voyages which call on EU or EEA ports when not using low emission intensity fuels.
Even if we are successful in obtaining necessary funds, the terms of such financings could limit our ability to pay any future cash dividends to shareholders, repurchase shares or to operate our businesses as currently conducted. In addition, incurring debt may significantly increase interest expense and financial leverage, and issuing additional equity securities may result in significant shareholder dilution.
Even if we are successful in obtaining necessary funds, the terms of such financings could limit our ability to pay cash dividends to shareholders, operate our business as currently conducted or to repurchase shares. In addition, incurring debt may significantly increase interest expense and financial leverage, and issuing additional equity securities may result in significant shareholder dilution.
In addition, our debt agreements require us to comply with certain financial covenants. Our ability to comply with covenants and restrictions contained in debt agreements may be affected by events beyond our control, including prevailing economic, financial and industry conditions. If any such events were to occur, we may fail to comply with these covenants.
In addition, our debt agreement requires us to comply with certain financial covenants. Our ability to comply with covenants and restrictions contained in debt agreements may be affected by events beyond our control, including prevailing economic, financial and industry conditions. If any such events were to occur, we may fail to comply with these covenants.
Any significant interruption or failure of our information systems or any significant breach of security could adversely affect our business, financial condition. and results of operations. Our failure to comply with data privacy laws could damage our customer relationships and expose us to litigation risks and potential fines.
Any significant interruption or failure of our information systems or any significant breach of security could adversely affect our business, financial condition and results of operations. 21 Table of Contents Our failure to comply with data privacy laws could damage our customer relationships and expose us to litigation risks and potential fines.
Key factors that influence demand for tanker capacity include: • supply of oil and oil products; • demand for oil and oil products; • regional availability of refining capacity; • global and regional economic and political conditions; • the distance oil and oil products are to be moved by sea; • demand for floating storage of oil; • changes in seaborne and other transportation patterns; • weather and natural disasters; • competition from alternative sources of energy; and • international sanctions, embargoes, import and export restrictions, trade protectionism and other barriers to trade, nationalizations and wars.
Key factors that influence demand for tanker capacity include: • supply of oil and oil products; • demand for oil and oil products; • regional availability of refining capacity; • global and regional economic and political conditions; • the distance oil and oil products are to be moved by sea; • demand for floating storage of oil; • changes in seaborne and other transportation patterns; • environmental and other legal and regulatory developments; • weather and natural disasters; • competition from alternative sources of energy; and • international sanctions, embargoes, import and export restrictions, tariffs, trade protectionism and other barriers to trade, nationalizations, and wars.
Even if our insurance coverage is adequate to cover our losses, we may not be able to obtain a timely replacement vessel in the event of a total loss of a vessel. We may be unable to procure adequate insurance coverage at commercially reasonable rates in the future.
Even if our insurance coverage is adequate to cover our losses, we may not be able to obtain a timely replacement vessel in the event of a total loss of a vessel. 15 Table of Contents We may be unable to procure adequate insurance coverage at commercially reasonable rates in the future.
In addition, tariffs, trade embargoes and other economic sanctions by the United States or other countries against countries in which we operate, to which we trade, or to which we or any of our customers, joint venture partners or business partners become subject, may limit trading activities with those countries or with customers, which could also harm our business and ability to pay dividends and/or repurchase shares.
In addition, tariffs, trade embargoes and other economic sanctions by the U.S. or other countries against countries in which we operate, to which we trade, or to which we or any of our customers, joint venture partners or business partners become subject, may limit trading activities with those countries or with customers, which could also harm our business and ability to pay dividends and repurchase shares.
While no customer accounted for over 10% of our consolidated revenues from continuing operations during 2024, 2023 or 2022, the loss of any significant customer or a substantial decline in the amount of services requested by a significant customer, or the inability of a significant customer to pay for our services, could have a material adverse effect on our business, financial condition and results of operations.
While no customer accounted for over 10% of our consolidated revenues during 2025, 2024 or 2023, the loss of any significant customer or a substantial decline in the amount of services requested by a significant customer, or the inability of a significant customer to pay for our services, could have a material adverse effect on our business, financial condition and results of operations.
For example, the conflict in Ukraine has resulted in missile attacks on commercial vessels in the Black Sea, and since December 2023, Houthi rebels in Yemen have carried out numerous attacks on vessels in the Red Sea area resulting in many shipping companies routing their vessels away from the Red Sea, which has affected trading patterns, rates, and expenses.
For example, the conflict in Ukraine continues to include missile attacks on commercial vessels in the Black Sea, and since December 2023, Houthi rebels in Yemen have carried out numerous attacks on vessels in the Red Sea area resulting in many shipping companies routing their vessels away from the Red Sea, which has affected trading patterns, rates and expenses.
Compliance with these or other regulations and our efforts to participate in reducing greenhouse gas emissions are expected to increase our compliance costs and require additional capital expenditures to reduce vessel emissions and may require changes to our business and could have an adverse impact on our financial condition. 19 Table of Contents Our business includes transporting oil and oil products.
Compliance with these or other regulations and our efforts to participate in reducing greenhouse gas emissions are expected to increase our compliance costs and require additional capital expenditures to reduce vessel emissions and may require changes to our business and could have an adverse impact on our financial condition. Our business includes transporting oil and oil products.
We anticipate that Teekay Tankers may need to accelerate its fleet renewal in coming years, the success of any such program which will depend on newbuilding and second-hand vessel availability and prices, market conditions and available financing, and which may require significant expenditures.
We anticipate that we may need to accelerate our fleet renewal in coming years, the success of any such program will depend on newbuilding and second-hand vessel availability and prices, market conditions and available financing, and which may require significant expenditures.
Similarly, a decrease in the value of our fleet would increase our risk of becoming a PFIC in 2025 or future tax years.
Similarly, a decrease in the value of our fleet would increase our risk of becoming a PFIC in 2026 or future tax years.
To the extent we enter into medium or long-term time charters in the future, the vessels committed to such time charters may not be available for spot charters during periods of increasing charter hire rates, when spot charters might be more profitable. Teekay Tankers’ U.S.
To the extent we enter into medium or long-term charters in the future, the vessels committed to such charters may not be available for spot charters during periods of increasing charter hire rates, when spot charters might be more profitable. Our U.S.
These conflicts include, among others, the following situations: • our Chief Executive Officer, Chief Financial Officer and our directors also serve as executive officers or directors of Teekay Tankers. As a result, these individuals have fiduciary duties to manage the business of Teekay Tankers in a manner beneficial to Teekay Tankers.
These conflicts include, among others, the following situations: • our Chief Executive Officer, Chief Financial Officer and certain of our directors (including our CEO and CFO) also serve as executive officers and/or directors of Teekay Tankers. As a result, these individuals have fiduciary duties to manage the business of Teekay Tankers in a manner beneficial to Teekay Tankers.
We continue to evaluate the impact of these rules and assess whether to take any available mitigating actions to reduce the potential impact under the current Pillar Two rules. Additionally, changes in our operations or ownership could result in additional tax being imposed on us or on our subsidiaries in jurisdictions in which operations are conducted.
We continue to monitor the development and evaluate the impact of these rules and assess whether to take any available mitigating actions to reduce the potential impact under the current Pillar Two rules. 23 Table of Contents Additionally, changes in our operations or ownership could result in additional tax being imposed on us or on our subsidiaries in jurisdictions in which operations are conducted.
Key factors that influence the supply of tanker capacity include: • the number of newbuilding deliveries; • the scrapping rate of older vessels; • conversion of tankers to other uses; • the number of vessels that are out of service; • environmental concerns and regulations; and • international sanctions.
Key factors that influence the supply of tanker capacity include: • the number of newbuilding deliveries; • the scrapping rate of older vessels; • conversion of tankers to other uses; • the price of steel and other raw materials; • the number of vessels that are out of service; • environmental concerns and regulations; and • international sanctions.
Global financial markets and economic conditions have been, and continue to be, volatile. Global economic growth is expected to remain below pre-pandemic average levels during 2025. 11 Table of Contents Economic downturns may affect our customers’ ability to charter our vessels and pay for our services and may adversely affect our business and results of operations.
Global financial markets and economic conditions have been, and continue to be, volatile. Global economic growth is expected to remain below pre-pandemic average levels during 2026. Economic downturns may affect our customers’ ability to charter our vessels and pay for our services and may adversely affect our business and results of operations.
As a result, our business, financial condition and results of operations could be adversely affected. 12 Table of Contents Over time, the value of our vessels may decline, which could adversely affect our existing loans and other financial obligations we may incur in the future, our ability to obtain new financing, or our operating results.
As a result, our business, financial condition and results of operations could be adversely affected. Over time, the value of our vessels may decline, which could adversely affect our existing loan and other financial obligations we may incur in the future, our ability to obtain new financing or our operating results.
Gulf lightering business competes with alternative methods of delivering crude oil to ports and exports to offshore for consolidation onto larger vessels, which may limit its earnings in this market. Teekay Tankers’ U.S.
Gulf lightering business competes with alternative methods of delivering crude oil to ports and exports to offshore for consolidation onto larger vessels, which may limit our earnings in this market. Our U.S.
Hostilities in Ukraine, the Middle East (including the Israel-Hamas war) and elsewhere may lead to additional armed conflicts or to further acts of terrorism and civil disturbance in the U.S. or elsewhere, which may contribute further to economic instability and disruption of oil production and distribution, which could result in reduced demand for our services and have an adverse impact on our operations and our ability to conduct business.
Hostilities in Ukraine, the Middle East (including, among others, the recent U.S., Israel and Iran conflict) and elsewhere may lead to additional armed conflicts or to further acts of terrorism and civil disturbance in the U.S. or elsewhere, which may contribute further to economic instability and disruption of oil production and distribution, which could result in reduced demand for our services and have an adverse impact on our operations and our ability to conduct business.
We could lose a customer or the benefits of a contract if: • the customer fails to make payments because of its financial inability, disagreements with us or otherwise; • we agree to reduce the payments due to us under a contract because of the customer’s inability to continue making the original payments; • upon a breach by us of the relevant contract, the customer exercises certain rights to terminate the contract; • the customer terminates the contract because we fail to deliver the vessel within a fixed period of time, the vessel is lost or damaged beyond repair, there are serious deficiencies in the vessel or prolonged periods of off-hire or we default under the contract; • under some of our contracts, the customer terminates the contract because of the termination of the customer's sales agreement or a prolonged force majeure affecting the customer, including damage to or destruction of relevant facilities, war or political unrest preventing us from performing services for that customer; or • the customer becomes subject to applicable sanctions laws which prohibit our ability to lawfully charter our vessel to such customer.
We could lose a customer or the benefits of a contract if: • the customer fails to make payments because of its financial inability, disagreements with us or otherwise; • we agree to reduce the payments due to us under a contract because of the customer’s inability to continue making the original payments; • upon a breach by us of the relevant contract, the customer exercises certain rights to terminate the contract; • the customer terminates the contract because we fail to deliver the vessel within a fixed period of time, the vessel is lost or damaged beyond repair, there are serious deficiencies in the vessel or prolonged periods of off-hire or we default under the contract; • under some of our contracts, the customer terminates the contract because of the termination of the customer's sales agreement or a prolonged force majeure affecting the customer, including damage to or destruction of relevant facilities, war or political unrest preventing us from performing services for that customer; or • the customer becomes subject to applicable sanctions laws which prohibit our ability to lawfully charter our vessel to such customer. 17 Table of Contents Exposure to currency exchange rate fluctuations could result in fluctuations in our cash flows and operating results.
While the rate of inflation moderated during 2024, inflationary pressures could re-emerge depending on developments in the global economy. Inflation has increased our vessel operating expenses, voyage expenses and certain other expenses.
While the rate of inflation moderated in recent years, inflationary pressures could re-emerge depending on developments in the global economy. Inflation has increased our vessel operating expenses, voyage expenses and certain other expenses.
In 2024 and 2022, we recognized asset impairment charges of $1.4 million and $1.1 million, respectively, related to certain operating lease right-of-use assets. There were no impairment charges in 2023.
In 2025 and 2024, we recognized asset impairment charges of $0.8 million and $1.4 million, respectively, related to certain operating lease right-of-use assets. There were no impairment charges in 2023.
Many of Teekay Tankers' seafaring employees are covered by collective bargaining agreements and the failure to renew those agreements or any future labor agreements may disrupt operations and adversely affect Teekay Tankers' cash flows. A significant portion of Teekay Tankers' seafarers is employed under collective bargaining agreements. Teekay Tankers may become subject to additional labor agreements in the future.
Many of our seafaring employees are covered by collective bargaining agreements and the failure to renew those agreements or any future labor agreements may disrupt operations and adversely affect our cash flows. A significant portion of our seafarers are employed under collective bargaining agreements. We may become subject to additional labor agreements in the future.
Detentions of vessels and crew members are possible when cocaine is discovered, leading to operational delays, lengthy legal proceedings, psychological impacts on employees and associated costs.
Detentions of vessels and crew members are possible when cocaine or certain narcotics are discovered, leading to operational delays, lengthy legal proceedings, psychological impacts on employees and associated costs.
As of December 31, 2024, Teekay Tankers had no outstanding long-term debt and $254.0 million was available to it under its revolving credit facility. We will continue to have the ability to incur additional debt, subject to limitations in Teekay Tankers’ revolving credit facility.
As of December 31, 2025, Teekay Tankers had no outstanding long-term debt and $171.7 million was available to it under its revolving credit facility. We will continue to have the ability to incur additional debt, subject to limitations in Teekay Tankers’ revolving credit facility.
Teekay Tankers may suffer labor disruptions if relationships deteriorate with the seafarers or the unions that represent them. The collective bargaining agreements may not prevent labor disruptions, particularly when the agreements are being renegotiated. Salaries are typically renegotiated annually or bi-annually for seafarers.
We may suffer labor disruptions if relationships deteriorate with the seafarers or the unions that represent them. The collective bargaining agreements may not prevent labor disruptions, particularly when the agreements are being renegotiated. Salaries are typically renegotiated annually or biannually for seafarers.
We rely on what we believe are industry-accepted security measures and technology in seeking to secure confidential and proprietary information maintained on our information systems and to protect our assets. However, these measures and technology may not adequately prevent security breaches or cyber-attacks.
Information systems are vulnerable to security breaches and other attacks by computer hackers and cyber terrorists. We rely on what we believe are industry-accepted security measures and technology in seeking to secure confidential and proprietary information maintained on our information systems and to protect our assets. However, these measures and technology may not adequately prevent security breaches or cyber-attacks.
As of December 31, 2024, we had a total of $695.3 million of cash, cash equivalents and short-term investments. We manage our available cash through various financial institutions and primarily invest our cash reserves in U.S. Government treasury bills and bank deposits.
As of December 31, 2025, we had a total of $972.7 million of cash, cash equivalents and short-term investments. We manage our available cash through various financial institutions and primarily invest our cash reserves in U.S. Government treasury bills and bank deposits.
Other jurisdictions in which we operate could be placed on the list of non-cooperative jurisdictions in the future. We are a Bermuda exempted company with our headquarters in Bermuda and with some of our subsidiaries that are either organized or registered in Bermuda. Additionally, a majority of our subsidiaries are Marshall Islands entities.
Other jurisdictions in which we operate could be placed on the list of non-cooperative jurisdictions in the future. We are a Bermuda exempted company with our headquarters in Bermuda and we have subsidiaries organized in Bermuda. Additionally, a majority of our subsidiaries are Marshall Islands entities.
Future changes to the Bermuda CIT Act could, if applicable to our Bermuda Constituent Entity Groups, have an adverse effect on our Bermuda Constituent Entity Groups’ financial condition and results of operations. 23 Table of Contents Changes to the UK tonnage tax or corporate tax regimes applicable to us, or to the interpretation thereof, may impact our future operating results.
Future changes to the Bermuda CIT Act could, if applicable to our Bermuda Constituent Entity Group, have an adverse effect on our Bermuda Constituent Entity Group's financial condition and results of operations. Changes to the UK tonnage tax or corporate tax regimes applicable to us, or to the interpretation thereof, may impact our future operating results.
There is no guarantee that the tonnage tax regime will not be reversed or that other forms of taxation will not be imposed, such as, among other things, a global minimum tax, a carbon tax or emissions trading system in the context of the discouragement of the use of fossil fuels.
There is no guarantee that the tonnage tax regime will not be reversed or that other forms of taxation will not be imposed, such as, among other things, further or amended taxes imposing the global minimum effective tax rate rules, a carbon tax or emissions trading system in the context of the discouragement of the use of fossil fuels.

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Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeSubject to certain exceptions, Bermuda entities that are part of a multinational group will be in scope of the provisions of the Bermuda CIT Act if, with respect to a fiscal year, such group has annual revenue of €750 million (equivalent) or more in the consolidated financial statements of the ultimate parent entity for at least two of the four fiscal years immediately prior to such fiscal year (a Bermuda Constituent Entity Group ). 39 Table of Contents Where Bermuda corporate income tax is chargeable to a Bermuda Constituent Entity Group, the amount of corporate income tax chargeable to a Bermuda Constituent Entity Group for a fiscal year shall be 15% of the net taxable income of the Bermuda Constituent Entity Group, less tax credits applicable under the Bermuda CIT Act (foreign tax credits) or as prescribed by regulation by the Bermuda Minister of Finance (qualified refundable tax credits).
Biggest changeTaxation of the Company Bermuda Taxation The Bermuda government enacted the Bermuda Corporate Income Tax Act 2023 (or Bermuda CIT Act) on December 27, 2023 and this legislation became fully operative on January 1, 2025. 39 Table of Contents Subject to certain exceptions, Bermuda entities that are part of a multinational group will be in scope of the provisions of the Bermuda CIT Act if, with respect to a fiscal year, such group has annual revenue of €750 million (equivalent) or more in the consolidated financial statements of the ultimate parent entity for at least two of the four fiscal years immediately prior to such fiscal year (a Bermuda Constituent Entity Group ).
Under the current Bermuda tax law (including the Bermuda CIT Act), there are no withholding taxes payable in Bermuda on dividends distributed by us to our shareholders. Distributions we receive from our wholly-owned subsidiaries are not subject to any Bermuda tax.
Under current Bermuda tax law (including the Bermuda CIT Act), there are no withholding taxes payable in Bermuda on dividends distributed by us to our shareholders. Distributions we receive from our wholly-owned subsidiaries are not subject to any Bermuda tax.
Health, Safety and Environmental Program milestones include the roll-out of the Environmental Leadership Program (2005), Safety in Action (2007), Quality Assurance and Training Officer Program (2008), Operational Leadership - The Journey (2010), Significant Incident Potential (2015), Navigation Handbook (2016), Risk Tool Handbook (2017), Safety Management System upgrade (2018), Fleet Training Officer (or FTO) Program (2021) and Cargo Procedures handbook (2022).
Health, Safety and Environmental Program milestones include the roll-out of the Environmental Leadership Program (2005), Safety in Action (2007), Quality Assurance and Training Officer Program (2008), Operational Leadership - The Journey (2010), Significant Incident Potential (2015), Navigation Handbook (2016), Risk Tool Procedure (2017), Safety Management System upgrade (2018), Fleet Training Officer (or FTO) Program (2021) and Cargo Procedures handbook (2022).
A catastrophic spill could exceed the coverage available, which could harm our business, financial condition, and results of operations. Under OPA 90, with limited exceptions, all newly built or converted tankers delivered after January 1, 1994 and operating in U.S. waters must be double-hulled.
A catastrophic spill could exceed the coverage available, which could harm our business, financial condition, and results of operations. Under OPA 90, with limited exceptions, all newly built or converted tankers delivered after January 1, 1994 and operating in U.S. waters must be double-hulled. All of our tankers are double-hulled.
However, we cannot assure that any statutory exemptions from tax on which we or our subsidiaries rely will continue to be available as tax laws in those jurisdictions may change or we or our subsidiaries may enter into new business transactions relating to such jurisdictions, which could affect our and our subsidiaries' tax liability.
However, we cannot assure that any statutory exemptions from tax on which we or our subsidiaries rely will continue to be available as tax laws in those jurisdictions may change or we or our subsidiaries may enter into new business transactions relating to such jurisdictions, which could affect our or our subsidiaries' tax liability.
A non-U.S. corporation will qualify for the Section 883 Exemption if, among other things, it (i) is organized in a jurisdiction outside the United States that grants an exemption from tax to U.S. corporations on international Transportation Gross Income (or an Equivalent Exemption), (ii) meets one of three ownership tests (or Ownership Tests) described in the Section 883 Regulations, and (iii) meets certain substantiation, reporting and other requirements (or the Substantiation Requirements). 40 Table of Contents We are organized under the laws of Bermuda.
A non-U.S. corporation will qualify for the Section 883 Exemption if, among other things, it (i) is organized in a jurisdiction outside the U.S. that grants an exemption from tax to U.S. corporations on international Transportation Gross Income (or an Equivalent Exemption), (ii) meets one of three ownership tests (or Ownership Tests) described in the Section 883 Regulations, and (iii) meets certain substantiation, reporting and other requirements (or the Substantiation Requirements). 40 Table of Contents We are organized under the laws of Bermuda.
As part of our ISM Code compliance, all of the vessels’ safety management certificates are maintained through ongoing internal audits performed by certified internal auditors and intermediate audits performed by DNV.
As part of our ISM Code compliance, all of the vessels’ safety management certificates are maintained through ongoing internal audits performed by certified internal auditors and intermediate and renewal audits performed by DNV.
With offices in eight countries and approximately 2,300 seagoing and shore-based employees, Teekay provides a comprehensive set of marine services to the world’s leading energy companies. Our organizational structure can be divided into (a) our controlling interest in Teekay Tankers and (b) Teekay and its remaining subsidiaries (or Teekay Parent ).
With offices in eight countries and approximately 2,130 seagoing and shore-based employees, Teekay provides a comprehensive set of marine services to the world’s leading energy companies. Our organizational structure can be divided into (a) our controlling interest in Teekay Tankers and (b) Teekay and its remaining subsidiaries (or Teekay Parent ).
Currently, ships above 5,000 gross tonnage transporting cargo or passengers for commercial use are required to submit a MRV report to the authorities. Under the new EU ETS scope for shipping, they will also be required to surrender EU allowances for their 2024 CO2 emissions by September 2025.
Currently, ships above 5,000 gross tonnage transporting cargo or passengers for commercial use are required to submit a MRV report to the authorities. Under the new EU ETS scope for shipping, they will also be required to surrender EU allowances for their 2025 CO2 emissions by September 2026.
As of December 31, 2024, Teekay Tankers remains one of three active STS lightering businesses in the USG. Teekay Tankers is one of the two providers in this group that provides a complete full service STS offering, which includes the availability of Aframax tonnage to provide shipment between shore and offshore.
As of December 31, 2025, Teekay Tankers remains one of three active STS lightering businesses in the USG. Teekay Tankers is one of the two providers in this group that provides a complete full service STS offering, which includes the availability of Aframax tonnage to provide shipment between shore and offshore.
Emission reports for the vessels which have carried out EU voyages have been submitted in the THETIS Database. Based on emission reports submitted in THETIS, a document of compliance has been issued and is placed onboard. The data for 2024 has been submitted and is currently under verification by DNV, our authorized verifier.
Emission reports for the vessels which have carried out EU voyages have been submitted in the THETIS Database. Based on emission reports submitted in THETIS, a document of compliance has been issued and is placed onboard. The data for 2025 has been submitted and is currently under verification by DNV, our authorized verifier.
The review is expected to be completed by end of April 2025 for all of our vessels. In addition to the EU-MRV data, from January 1, 2022, we have also started submitting data for UK-MRV which is a requirement for all vessels calling UK ports and waters.
The review is expected to be completed by end of April 2026 for all of our vessels. In addition to the EU-MRV data, from January 1, 2022, we have also started submitting data for UK-MRV which is a requirement for all vessels calling UK ports and waters.
Any income we earn that is treated as Effectively Connected Income would be subject to U.S. federal corporate income tax (which statutory rate as of the end of 2024 was 21%) and a 30% branch profits tax imposed under Section 884 of the Code.
Any income we earn that is treated as Effectively Connected Income would be subject to U.S. federal corporate income tax (which statutory rate as of the end of 2025 was 21%) and a 30% branch profits tax imposed under Section 884 of the Code.
This has been verified as compliant on all of our ships for calendar years 2019 through 2023. A Confirmation of Compliance has been provided by the Ship's Flag State Administration / Recognized Organization on behalf of Flag State and is kept onboard.
This has been verified as compliant on all of our ships for calendar years 2019 through 2024. A Confirmation of Compliance has been provided by the Ship's Flag State Administration / Recognized Organization on behalf of Flag State and is kept onboard.
Fifty percent (50%) of Transportation Income that either begins or ends, but that does not both begin and end, in the United States (or U.S. Source International Transportation Gross Income) is considered to be derived from sources within the United States. Transportation Income that both begins and ends in the United States (or U.S.
Fifty percent (50%) of Transportation Income that either begins or ends, but that does not both begin and end, in the U.S. (or U.S. Source International Transportation Gross Income) is considered to be derived from sources within the U.S. Transportation Income that both begins and ends in the U.S. (or U.S.
We leverage our reputation and operational expertise to further expand our operations in Australia with the consistent delivery of superior customer service. As part of our Australian operations, we provide marine services to the Commonwealth of Australia, energy companies and other third parties.
We leverage our reputation and operational expertise to further expand our operations in Australia with the consistent delivery of superior customer service. As part of our Australian operations, we provide marine services to the Australian government, energy companies and other third parties.
(NYSE: TNK) (or Teekay Tankers ), one of the world’s leading owners and operators of mid-sized crude tankers. The consolidated Teekay entities manage and operate approximately 60 conventional tankers and other marine assets, including vessels operated for the Australian government.
(NYSE: TNK) (or Teekay Tankers ), one of the world’s leading owners and operators of mid-sized crude tankers. The consolidated Teekay entities manage and operate approximately 54 conventional tankers and other marine assets, including vessels operated for the Australian government.
Our marine services business in Australia provides operations, supply, maintenance and engineering support and crewing and training services, primarily under long-term contracts with the Commonwealth of Australia, for 11 Australian government-owned vessels.
Our marine services business in Australia provides operations, supply, maintenance and engineering support, as well as crewing and training services, primarily under long-term contracts with the Commonwealth of Australia, for 11 Australian government-owned vessels.
The D-1 standard covers ballast water exchange while the D-2 standard covers ballast water treatment. Vessels were required to meet the discharge standard D-2 by installing an approved BWTS by September 8, 2024. Our fleet complies with the convention.
The D-1 standard covers ballast water exchange while the D-2 standard covers ballast water treatment. Vessels were required to meet the discharge standard D-2 by installing an approved ballast water treatment systems (or BWTS) by September 8, 2024. Our fleet complies with the convention.
The limited growth in refinery capacity in developed nations, the largest consumers of oil in recent years, and increasing refinery capacity in the Middle East and parts of Asia where capacity surplus supports exports, have also altered traditional trading patterns and contributed to the overall increase in transportation distance for both crude tankers and product tankers. Oil Tanker Supply.
The limited growth in refinery capacity in developed nations, the largest consumers of oil in recent years, and increasing refinery capacity in the Middle East and parts of Asia where capacity surplus supports exports, have also altered traditional trading patterns and contributed to the overall increase in transportation distance for both crude tankers and product tankers. 29 Table of Contents Oil Tanker Supply.
Source Domestic Transportation Gross Income) is considered to be 100% derived from sources within the United States. Transportation Income exclusively between non-U.S. destinations is considered to be 100% derived from sources outside the United States. Transportation Income derived from sources outside the United States generally is not subject to U.S. federal income tax.
Source Domestic Transportation Gross Income) is considered to be 100% derived from sources within the U.S.. Transportation Income exclusively between non-U.S. destinations is considered to be 100% derived from sources outside the U.S. Transportation Income derived from sources outside the U.S. generally is not subject to U.S. federal income tax.
Apart from the EU ETS, the EU also introduced the FuelEU Maritime regulation (or FuelEU ) to reduce GHG emissions (CO2, CH4 and N2O). The regulation was adopted in 2023 and applies from January 1, 2025 to ships over 5,000 gross tonnage which use EEA (EU plus Norway and Iceland) ports.
Apart from the EU ETS, the EU also introduced the FuelEU Maritime regulation (or FuelEU ) to reduce greenhouse gas emissions (CO2, CH4 and N2O). The regulation was adopted in 2023 and applies from January 1, 2025 to ships over 5,000 gross tonnage which use EEA (EU plus Norway and Iceland) ports.
These new regulations formed a new chapter in MARPOL Annex VI and became effective on January 1, 2013. The new technical and operational measures include the “Energy Efficiency Design Index” (or the EEDI ), which is mandatory for newbuilding vessels, and the “Ship Energy Efficiency Management Plan,” which is mandatory for all vessels.
These new regulations formed a new chapter in MARPOL Annex VI and became effective on January 1, 2013. The new technical and operational measures include the “Energy Efficiency Design Index” (or the EEDI ), which is mandatory for newbuilding vessels, and the “Ship Energy Efficiency Management Plan”, which is mandatory for all vessels.
In addition, our vessels are also escorted through the Nigerian Exclusive Economic Zone (or EEZ ) for calling at some ports of Cameroon and Equatorial Guinea, which are close to the Nigerian EEZ. Our vessels comply with the recommendations of Best Management Practices for West Africa. 38 Table of Contents C.
In addition, our vessels are also escorted through the Nigerian Exclusive Economic Zone (or EEZ ) for calling at some ports of Cameroon and Equatorial Guinea, which are close to the Nigerian EEZ. Our vessels comply with the recommendations of Best Management Practices for West Africa. C.
To incentivize the use of renewable and low carbon fuels, FuelEU will impose limits on the GHG intensity of fuels used onboard and require certain ship types to have zero-emissions at berth from 2030, with stringent financial penalties for non-compliance.
To incentivize the use of renewable and low carbon fuels, FuelEU will impose limits on the greenhouse gas intensity of fuels used onboard and require certain ship types to have zero-emissions at berth from 2030, with stringent financial penalties for non-compliance.
Item 4. Information on the Company A. History and Development Teekay Corporation Ltd. (or Teekay ) is a leading provider of international crude oil marine transportation and other marine services. Teekay currently provides these services through its controlling ownership interest in Teekay Tankers Ltd.
Item 4. Information on the Company 24 Table of Contents A. History and Development Teekay Corporation Ltd. (or Teekay ) is a leading provider of international crude oil marine transportation and other marine services. Teekay currently provides these services through its controlling ownership interest in Teekay Tankers Ltd.
Under a voyage charter, the shipowner is generally required, among other things, to keep the vessel seaworthy, to crew and maintain the vessel and to comply with applicable regulations. 27 Table of Contents Time Charters. A time charter is a contract for the use of a vessel for a fixed period of time at a specified daily rate.
Under a voyage charter, the shipowner is generally required, among other things, to keep the vessel seaworthy, to crew and maintain the vessel and to comply with applicable regulations. Time Charters. A time charter is a contract for the use of a vessel for a fixed period of time at a specified daily rate.
All required vessels in our fleet trading to and within regulated low sulfur areas comply with applicable fuel requirements. The IMO has issued guidance regarding protecting against acts of piracy off the coast of Somalia.
All required vessels in our fleet trading to and within regulated low sulfur areas comply with applicable fuel requirements. The IMO has issued guidance regarding protecting against acts of piracy off the coast of Somalia. We comply with these guidelines.
Marshall Islands Taxation Because our subsidiaries do not, and assuming that they will not, conduct business, operations, or transactions in the Marshall Islands, our subsidiaries will not be subject to taxation under the laws of the Marshall Islands, nor do we expect that distributions by our subsidiaries to us will be subject to any taxes under the laws of the Marshall Islands, other than taxes, fines, or fees due to (i) the incorporation, dissolution, continued existence, merger, domestication (or similar concepts) of legal entities registered in the Republic of the Marshall Islands, (ii) filing certificates (such as certificates of incumbency, merger, or redomiciliation) with the Marshall Islands registrar, (iii) obtaining certificates of good standing from, or certified copies of documents filed with, the Marshall Islands registrar, (iv) compliance with Marshall Islands law concerning vessel ownership, such as tonnage tax, or (v) non-compliance with economic substance regulations or with requests made by the Marshall Islands Registrar of Corporations relating to our books and records and the books and records of our subsidiaries.
Marshall Islands Taxation Because our Marshall Islands subsidiaries do not, and assuming that they will not, conduct business, operations, or transactions in the Marshall Islands, our Marshall Islands subsidiaries will not be subject to taxation under the current laws of the Marshall Islands, other than taxes, fines, or fees due to (i) the incorporation, dissolution, continued existence, merger, domestication (or similar concepts) of legal entities registered in the Marshall Islands, (ii) filing certificates (such as certificates of incumbency, merger, or redomiciliation) with the Marshall Islands registrar, (iii) obtaining certificates of good standing from, or certified copies of documents filed with, the Marshall Islands registrar, (iv) compliance with Marshall Islands law concerning vessel ownership, such as tonnage tax, or (v) non-compliance with economic substance regulations or with requests made by the Marshall Islands Registrar of Corporations relating to our books and records and the books and records of our subsidiaries.
In 2014, the Council Decision 2014/241/EU authorized EU countries having ships flying their flag or registered under their flag to ratify or to accede to the Hong Kong International Convention for the Safe and Environmentally Sound Recycling of Ships (or Hong Kong Convention ). The Hong Kong Convention is scheduled to enter into force on June 26, 2025.
In 2014, the Council Decision 2014/241/EU authorized EU countries having ships flying their flag or registered under their flag to ratify or to accede to the Hong Kong International Convention for the Safe and Environmentally Sound Recycling of Ships (or Hong Kong Convention ). The Hong Kong Convention entered into force on June 26, 2025.
The Hainan ECA took effect on January 1, 2019. From January 1, 2019, all the ECAs have merged, and the scope of Domestic Emission Controls Areas (or DECAs ) were extended to 12 nautical miles from the coastline, covering the Chinese mainland territorial coastal areas as well as the Hainan Island territorial coastal waters.
From January 1, 2019, all the ECAs have merged, and the scope of Domestic Emission Controls Areas (or DECAs ) were extended to 12 nautical miles from the coastline, covering the Chinese mainland territorial coastal areas as well as the Hainan Island territorial coastal waters.
Over the past few years, the growing economies of China and India have increased and diversified their oil imports, resulting in an overall increase in transportation distance for crude tankers. Major consumers in Asia have increased their crude import volumes from longer-haul producers, such as those in the Atlantic Basin. The Russia-Ukraine war has also increased transportation distance for tankers.
Over the past few years, the growing economies of China and India have increased and diversified their oil imports, resulting in an overall increase in transportation distance for crude tankers. Major consumers in Asia have increased their crude import volumes from longer-haul producers, such as those in the Atlantic Basin.
Please read “Item 18 – Financial Statements: Note 18 – Income Tax Expense". Item 4A. Unresolved Staff Comments None.
Please read “Item 18 – Financial Statements: Note 17 – Income Tax Recovery (Expense)". Item 4A. Unresolved Staff Comments None.
The most recent annual verification audit of our Document of Compliance was completed on April 5, 2024 and confirmed that cyber risks are appropriately addressed in accordance with ISM standards in the Company's safety management system.
The most recent annual verification audit of our Document of Compliance was completed on April 17, 2025 and confirmed that cyber risks are appropriately addressed in accordance with ISM standards in the Company's safety management system.
FSL is the process of transferring cargo between vessels, typically of different sizes. Teekay Tankers’ lightering capability leverages access to its Aframax fleet operating in the USG and its offshore lightering support acumen to provide full service lightering.
FSL is the process of transferring cargo between vessels, typically of different sizes. Our lightering capability leverages access to our Aframax fleet operating in the USG and our offshore lightering support acumen to provide full service lightering.
Under IMO regulations and subject to limited exceptions, a tanker must be of double-hull construction as per the requirements set out in these regulations or be of another approved design ensuring the same level of protection against oil pollution. All of our tankers are double-hulled.
Under IMO regulations and subject to limited exceptions, a tanker must be of double-hull construction as per the requirements set out in these regulations or be of another approved design ensuring the same level of protection against oil pollution.
Chartering Strategy and Participation in the Vessel Revenue Sharing Agreements Chartering Strategy. Teekay Tankers operates its vessels in the spot market, under time-charter contracts of varying lengths and under FSL contracts, in an effort to maximize cash flow from its vessels based on its outlook for freight rates, oil tanker market conditions and global economic conditions.
Chartering Strategy and Participation in the Vessel Revenue Sharing Agreements Chartering Strategy. We operate our vessels in the spot market, under time-charter contracts of varying lengths and under FSL contracts, in an effort to maximize cash flow from its vessels based on its outlook for freight rates, oil tanker market conditions and global economic conditions.
In addition, after two to three years of increasing costs, we believe the cost of protection and indemnity insurance and the underlying reinsurance is generally stabilizing and expect that will continue through 2025, although some insurers continue to implement increased pricing.
In addition, after recent years of increasing costs, we believe the cost of protection and indemnity insurance and the underlying reinsurance is generally stabilizing and we expect that will continue through 2026, although some insurers continue to implement increased pricing.
Since January 1, 2015, vessels have been required to burn fuel with sulfur content not exceeding 0.10% while within EU member states’ territorial seas, exclusive economic zones and pollution control zones that are included in SOx ECAs. Other jurisdictions have also adopted similar regulations.
Since January 1, 2015, vessels have been required to burn fuel with sulfur content not exceeding 0.10% while within EU member states’ territorial seas, exclusive economic zones and pollution control zones that are included in SOx ECAs.
Teekay Tankers' share of the net revenues includes additional amounts, consisting of a per vessel per day fee and a percentage of the gross revenues related to the vessels owned by third-parties, based on its responsibilities in employing the vessels subject to the RSAs on voyage charters or time charters.
Our share of the net revenues includes additional amounts, consisting of a per vessel per day fee and a percentage of the gross revenues related to the vessels not in our fleet owned by third-parties, based on our responsibilities in employing the vessels subject to the RSAs on voyage charters or time charters.
For 2024, we estimate that, if the Section 883 Exemption and the net basis tax did not apply, the U.S. federal income tax on such U.S. Source International Transportation Gross Income would have been approximately $13.1 million.
For 2025, we estimate that, if the Section 883 Exemption and the net basis tax did not apply, the U.S. federal income tax on such U.S. Source International Transportation Gross Income would have been approximately $9.2 million.
As of December 31, 2024, the average age of the global tanker fleet was 13.7 years, which is the highest since 2002. Currently, delivery of a vessel typically occurs within two to three years of ordering. The supply of oil tankers is primarily a function of new vessel deliveries, vessel scrapping and the conversion or loss of tonnage.
As of December 31, 2025, the average age of the global tanker fleet was 14.2 years, which is the highest since 2000. Currently, delivery of a vessel typically occurs within two to three years of ordering. The supply of oil tankers is primarily a function of new vessel deliveries, vessel scrapping and the conversion or loss of tonnage.
Every five years the VGP gets reissued, however, under the provisions of the 2013 VGP, all management, inspection, monitoring, and reporting requirements remain in effect for vessels operating in U.S., waters until the USCG and EPA finalizes new regulations, in accordance with the VIDA to replace the 2013 VGP. Final rules are not expected for another two to three years.
Every five years the VGP gets reissued, however, under the provisions of the 2013 VGP, all management, inspection, monitoring, and reporting requirements remain in effect for vessels operating in U.S. waters until the USCG and EPA finalizes new regulations, in accordance with the VIDA to replace the 2013 VGP.
We comply with these guidelines. 33 Table of Contents IMO guidance for countering acts of piracy and armed robbery is published by the IMO’s Maritime Safety Committee (or MSC ). MSC.1/Circ.1339 (Piracy and armed robbery against ships in waters off the coast of Somalia) outlines Best Management Practices for Protection against Somalia Based Piracy.
IMO guidance for countering acts of piracy and armed robbery is published by the IMO’s Maritime Safety Committee (or MSC ). MSC.1/Circ.1339 (Piracy and armed robbery against ships in waters off the coast of Somalia) outlines Best Management Practices for Protection against Somalia Based Piracy.
Please read "Item 4B – Information on the Company – Business Overview - Our Fleet" for information about our vessels and “Item 18 – Financial Statements: Note 8 – Long-Term Debt" for information about major encumbrances against our vessels. E.
Please read "B – Business Overview - Our Fleet" for information about our vessels and “Item 18 – Financial Statements: Note 8 – Long-Term Debt" for information about major encumbrances against our vessels. E.
Our ESG strategy is focused on three broad areas: allocating capital to support the global energy transition; operating our existing fleets as safely and efficiently as possible; and further strengthening our ESG profile. Our sustainability report is available on our website, www.teekay.com. The information contained in our sustainability report and on our website is not part of this Annual Report.
Our ESG strategy is focused on three broad areas: allocating capital to support the global energy transition; operating our existing fleets as safely and efficiently as possible; and further strengthening our ESG profile. Our sustainability report is available on our website at www.teekay.com.
All ships above 5,000 gross tonnage calling EU waters are required to comply with EU monitoring, reporting and verification (or MRV ) regulations. These regulations came into force on July 1, 2015 and aim to reduce greenhouse gas (or GHG ) emissions within the EU.
Other jurisdictions have also adopted similar regulations. 34 Table of Contents All ships above 5,000 gross tonnage calling EU waters are required to comply with EU monitoring, reporting and verification (or MRV ) regulations. These regulations came into force on July 1, 2015 and aim to reduce greenhouse gas (or GHG ) emissions within the EU.
The California Biofouling Management Plan requires vessels to have a Biofouling Management Plan and maintain a Biofouling Record Book. In addition, it requires mandatory biofouling management of the vessel’s wetted surfaces and mandatory biofouling management for vessels that undergo an extended residency period (e.g., remain in the same location for 45 or more days).
In addition, it requires mandatory biofouling management of the vessel’s wetted surfaces and mandatory biofouling management for vessels that undergo an extended residency period (e.g. remain in the same location for 45 or more days).
Other Taxation We and our subsidiaries are subject to taxation in certain non-U.S. jurisdictions because we or our subsidiaries are either organized, or conduct business or operations in such jurisdictions. In other non-U.S. jurisdictions, we and our subsidiaries rely on statutory exemptions from tax.
As a result, distributions by our Marshall Islands subsidiaries are not subject to Marshall Islands taxation. Other Taxation We and our subsidiaries are subject to taxation in certain non-U.S. jurisdictions because we or our subsidiaries are either organized, or conduct business or operations in such jurisdictions. In other non-U.S. jurisdictions, we and our subsidiaries rely on statutory exemptions from tax.
Our telephone number at such address is (441) 298-2530. The SEC maintains an Internet site at www.sec.gov, that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. Our website is www.teekay.com. The information contained on our website is not part of this annual report. 24 Table of Contents B.
The SEC maintains an internet site at www.sec.gov, that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. Our website is www.teekay.com. The information contained on our website is not part of this Annual Report. B.
At March 1, 2025, we have an economic ownership interest of 31.0% in Teekay Tankers and hold 55.1% of the voting power of Teekay Tankers, through our ownership of Teekay Tankers' Class A and Class B common shares. Teekay Tankers includes all of our conventional crude oil and product tankers.
At March 1, 2026, we have an economic ownership interest of 30.7% in Teekay Tankers and hold 54.8% of the voting power of Teekay Tankers, through our ownership of Teekay Tankers' Class A and Class B common shares. Teekay Tankers includes all of our conventional crude oil and product tankers.
Following the redomiciliation of Teekay and Teekay Tankers to Bermuda on October 1, 2024, the provisions of the Bermuda CIT Act apply from January 1, 2025 to the Teekay and Teekay Tankers Bermuda Constituent Entity Groups on the assessment of income, profits, withholding, capital gains or capital transfers, which may result in a tax being payable, depending on the nature of such profits and/or income.
As a result of the redomiciliation of Teekay and Teekay Tankers to Bermuda on October 1, 2024, the provisions of the Bermuda CIT Act apply from January 1, 2025 to our Bermuda Constituent Entity Group (which includes Teekay Tankers Ltd and its Bermuda Constituent Entities) on the assessment of income, profits, withholding, capital gains or capital transfers, which may result in corporate income tax being payable, depending on the nature of our income, profits or gains.
We contracted with a class-approved hazardous materials company, Poly NDT Pte Ltd., to assist in the preparation of an Inventory of Hazardous Materials and with obtaining Statements of Compliance for our vessels.
We contracted with a class-approved hazardous materials company, Poly NDT Pte Ltd., to assist in the preparation of an Inventory of Hazardous Materials and with obtaining Statements of Compliance for our vessels. All our vessels were in compliance with IHM regulations as of December 31, 2025.
All of our tankers are double-hulled. 35 Table of Contents OPA 90 also requires owners and operators of vessels to establish and maintain with the USCG evidence of financial responsibility in an amount at least equal to the relevant limitation amount for such vessels under the statute.
OPA 90 also requires owners and operators of vessels to establish and maintain with the USCG evidence of financial responsibility in an amount at least equal to the relevant limitation amount for such vessels under the statute.
Many countries, but not the U.S., have ratified and follow the liability regime adopted by the IMO and set out in the International Convention on Civil Liability for Oil Pollution Damage, 1969, as amended (or CLC ).
All of our tankers are double-hulled. 32 Table of Contents Many countries, but not the U.S., have ratified and follow the liability regime adopted by the IMO and set out in the International Convention on Civil Liability for Oil Pollution Damage, 1969, as amended (or CLC ).
For voyages either leaving or arriving in EU ports of call, 50% of their emissions will have to be surrendered in the form of EU allowances.
For ships under the EU ETS scope, with voyages within EU ports of call, 100% of their emissions will have to be surrendered in the form of EU allowances. For voyages either leaving or arriving in EU ports of call, 50% of their emissions will have to be surrendered in the form of EU allowances.
Flag, Classification, Audits and Inspections Our vessels are registered with reputable flag states, and the hull and machinery of all of our vessels have been “classed” by one of the major classification societies and members of the International Association of Classification Societies Ltd.
Flag, Classification, Audits and Inspections Our vessels are registered with reputable flag states, and the hull and machinery of all of our vessels have been “classed” by one of the major classification societies and members of the International Association of Classification Societies Ltd. (or IACS ): DNV, Lloyd’s Register of Shipping, the American Bureau of Shipping, or Bureau Veritas.
According to the IEA, global oil demand is expected to increase further in 2025. The distance over which crude oil or refined petroleum products are transported is determined by seaborne trading and distribution patterns, which are principally influenced by the relative advantages of the various sources of production and locations of consumption.
The distance over which crude oil or refined petroleum products are transported is determined by seaborne trading and distribution patterns, which are principally influenced by the relative advantages of the various sources of production and locations of consumption.
Oil has been one of the world’s primary energy sources for decades. According to the International Energy Agency (or IEA ), global oil consumption decreased substantially in 2020 as a result of demand destruction caused by the COVID-19 pandemic. However, oil demand has recovered substantially since 2021 and by 2024 global oil demand had risen back above pre-COVID-19 levels.
Oil has been one of the world’s primary energy sources for decades. According to the International Energy Agency (or IEA ), global oil consumption decreased substantially in 2020 as a result of demand destruction caused by the COVID-19 pandemic.
All our vessels were in compliance with IHM regulations as of December 31, 2024 The EU Commission adopted a European list of approved ship recycling facilities, as well as four further decisions dealing with certification and other administrative requirements set out in the regulation.
The EU Commission adopted a European list of approved ship recycling facilities, as well as four further decisions dealing with certification and other administrative requirements set out in the regulation.
Although imports of crude oil into the U.S. have declined as a result of rising domestic crude oil production since 2018, Teekay Tankers believes that the current demand for import lightering has stabilized and is consistent with the dependency which U.S. refiners have on foreign oil that is most economically transported on larger VLCC and Suezmax vessels into the USG. 28 Table of Contents Export-related crude accounted for around 70% of total USG lightering operations in 2024.
Although imports of crude oil into the U.S. have declined as a result of rising domestic crude oil production since 2018, we believe that the current demand for import lightering has stabilized and is consistent with the dependency which U.S. refiners have on foreign oil that is most economically transported on larger VLCC and Suezmax vessels into the USG.
In addition, tariffs, trade embargoes, and other economic sanctions by the United States or other countries against countries in the Indo-Pacific Basin, Russia or elsewhere as a result of terrorist attacks, Russia's invasion of Ukraine or other actions, or as a result of increasingly protectionist trade policies, may limit trading activities with those countries, which could also adversely affect our operations and performance.
In addition, tariffs, trade embargoes, and other economic sanctions by the United States or other countries against countries in the Indo-Pacific Basin, Russia or elsewhere as a result of terrorist attacks, Russia's invasion of Ukraine or other actions, or as a result of increasingly protectionist trade policies, may limit trading activities with those countries, which could also adversely affect our operations and performance. 31 Table of Contents Customers We have derived, and believe that we will continue to derive, a significant portion of our revenues from a limited number of customers.
Under the self-insurance provisions, the ship owner or operator must have a net worth and working capital, measured in assets located in the U.S. against liabilities located anywhere in the world, that exceeds the applicable amount of financial responsibility.
Under the self-insurance provisions, the ship owner or operator must have a net worth and working capital, measured in assets located in the U.S. against liabilities located anywhere in the world, that exceeds the applicable amount of financial responsibility. We have complied with the USCG regulations by obtaining financial guaranties from a third party for our vessels.
(2) In March 2025, we entered into an agreement to sell the Tianlong Spirit , which is expected to be delivered to its purchaser during the second quarter of 2025. The following table provides additional information about Teekay Tankers' owned Aframax oil tankers as of March 1, 2025, all of which are Bahamian-flagged.
In February 2026, we entered into an agreement to sell the VLCC tanker, which is expected to be delivered to its purchaser during the second quarter of 2026. The following table provides additional information about Teekay Tankers' owned Suezmax oil tankers as of March 1, 2026, 15 of which are Bahamian-flagged.and one of which is Marshall Islands-flagged.
Critical ship management functions include: • vessel maintenance (including repairs and dry docking) and certification; • crewing by competent seafarers; • procurement of stores, bunkers and spare parts; • shipyard supervision; • insurance; • management of emergencies and incidents; and • financial management services. These functions are supported by onboard and onshore systems for maintenance, inventory, purchasing and budget management.
Critical ship management functions include: • vessel maintenance (including repairs and dry docking) and certification; 30 Table of Contents • crewing by competent seafarers; • procurement of stores, bunkers and spare parts; • shipyard supervision; • insurance; • management of emergencies and incidents; and • financial management services.
Following the sale of the Teekay Gas Business in January 2022 and the maturity of Teekay's convertible senior notes on January 15, 2023 (or the Convertible Notes ), Teekay Parent repaid all of its debt and is now debt free. As at December 31, 2024 Teekay Parent has a cash and short-term investments position of approximately $183 million.
Business Overview – Our Fleet” and “– C. Organizational Structure”. Following the maturity of Teekay's convertible senior notes in January 2023 (or the Convertible Notes ), Teekay Parent repaid all of its debt and is now debt free. As at December 31, 2025 Teekay Parent has a cash and short-term investments position of approximately $120 million.
(or IACS ): DNV, Lloyd’s Register of Shipping, the American Bureau of Shipping, or Bureau Veritas. 31 Table of Contents The applicable classification society certifies that the vessel’s design and build conform to the applicable class rules and meet the requirements of the applicable rules and regulations of the country of registry of the vessel and the international conventions to which that country is a signatory.
The applicable classification society certifies that the vessel’s design and build conform to the applicable class rules and meet the requirements of the applicable rules and regulations of the country of registry of the vessel and the international conventions to which that country is a signatory.
Our vessels that discharge certain effluents, including ballast water, in U.S. waters must obtain a Clean Water Act permit from the Environmental Protection Agency (or EPA ) titled the “Vessel General Permit” (or VGP ) and comply with a range of effluent limitations, best management practices, reporting, inspections and other requirements.
The Clean Water Act imposes substantial liability for the costs of removal, remediation and damages, and complements the remedies available under OPA 90 and CERCLA discussed above. 36 Table of Contents Our vessels that discharge certain effluents, including ballast water, in U.S. waters must obtain a Clean Water Act permit from the Environmental Protection Agency (or EPA ) titled the “Vessel General Permit” (or VGP ) and comply with a range of effluent limitations, best management practices, reporting, inspections and other requirements.
The provision of ship-to-ship services may be required by Teekay Tankers customers when blending cargos, breaking bulk cargo shipments, and optimizing opportunities when the oil market is in contango, which may result in the use of floating storage as a more cost-effective solution to onshore storage.
The provision of ship-to-ship services may be required by Teekay Tankers customers when blending cargos, breaking bulk cargo shipments, and optimizing opportunities when the oil market is in contango, which may result in the use of floating storage as a more cost-effective solution to onshore storage. 28 Table of Contents Industry and Competition Teekay Tankers competes in the Suezmax (125,000 to 199,999 dwt) and Aframax (85,000 to 124,999 dwt) crude oil tanker markets.
Source International Transportation Gross Income generally is subject to U.S. federal income taxation under either the net basis and branch profits taxes or the 4% gross basis tax, each of which is discussed below. Furthermore, certain of our subsidiaries engaged in activities which could give rise to U.S.
Unless the exemption from U.S. taxation under Section 883 of the Code (or the Section 883 Exemption) applies, our U.S. Source International Transportation Gross Income generally is subject to U.S. federal income taxation under either the net basis and branch profits taxes or the 4% gross basis tax, each of which is discussed below. The Section 883 Exemption.
(1) Teekay Tankers has two classes of shares: Class A common shares and Class B common shares. Teekay Corporation Ltd. indirectly owns 100% of the Class B common shares which have up to five votes each but aggregate voting power capped at 49%.
Teekay Corporation Ltd. indirectly owns 100% of the Class B common shares which have up to five votes each but aggregate voting power capped at 49%. As a result of Teekay Corporation Ltd.’s ownership of Teekay Tankers' Class A and Class B common shares, it holds aggregate voting power of 54.8% as of March 1, 2026.
Teekay Tankers expects that the U.S. will continue crude production and exports, which provides a foundation of lightering demand for loading to VLCCs intended for export to Asia and, to a lesser degree, Europe.
Export-related crude accounted for around 63% of total USG lightering operations in 2025. We expect that the U.S. will continue crude production and exports, which provides a foundation of lightering demand for loading to VLCCs intended for export to Asia and, to a lesser degree, Europe.
Clean Water Act (or Clean Water Act ) also prohibits the discharge of oil or hazardous substances in U.S. navigable waters and imposes strict liability in the form of penalties for unauthorized discharges. The Clean Water Act imposes substantial liability for the costs of removal, remediation and damages and complements the remedies available under OPA 90 and CERCLA discussed above.
Clean Water Act (or Clean Water Act ) also prohibits the discharge of oil or hazardous substances in U.S. navigable waters and imposes strict liability in the form of penalties for unauthorized discharges.
New Zealand New Zealand's Craft Risk Management Standard (or CRMS ) requirements are based on the IMO's guidelines for the control and management of ships' biofouling to minimize the transfer of invasive aquatic species and monitored by the Biofouling Management Plan retained onboard each vessel.
While these port fees have been suspended until October 2026, the suspension could be lifted at short notice. 37 Table of Contents New Zealand New Zealand's Craft Risk Management Standard (or CRMS ) requirements are based on the IMO's guidelines for the control and management of ships' biofouling to minimize the transfer of invasive aquatic species and monitored by the Biofouling Management Plan retained onboard each vessel.
Business Overview Our primary business is to own and operate crude oil tankers, refined product tankers and other marine investments which we achieve through our controlling shareholding in Teekay Tankers.
Business Overview Our primary business is to own and operate crude oil tankers, product tankers, and other marine investments which we achieve through our controlling shareholding in Teekay Tankers. We have two primary lines of business: (1) tankers and (2) marine services and our segments are presented on this basis.
United States The U.S., has enacted an extensive regulatory and liability regime for the protection and clean up of the environment from oil spills, including discharges of oil cargoes, bunker fuels or lubricants, primarily through OPA 90 and the Comprehensive Environmental Response, Compensation and Liability Act (or CERCLA ).
Under this proposed expansion, the registered owner of a vessel will be required to surrender allowances for 50% of associated emissions from such international voyages. 35 Table of Contents United States The U.S. has enacted an extensive regulatory and liability regime for the protection and clean up of the environment from oil spills, including discharges of oil cargoes, bunker fuels or lubricants, primarily through OPA 90 and the Comprehensive Environmental Response, Compensation and Liability Act (or CERCLA ).
A dedicated session is carried out for petty officers once every two months to emphasize the importance of their role in driving safety onboard. Depending on existing HSEQ trends, various campaigns are run to address the shortcomings that are identified.
A virtual safety briefing is conducted for all officers before they join a vessel to emphasize the importance of their role in driving safety onboard. Depending on existing HSEQ trends, various campaigns are run to address the shortcomings that are identified.
As of December 31, 2024, the world Aframax crude tanker fleet consisted of 700 vessels, with an additional 48 Aframax crude oil tanker newbuildings on order for delivery through 2028; the world Suezmax crude tanker fleet consisted of 668 vessels, with an additional 106 Suezmax crude oil tanker newbuildings on order for delivery through 2028; and the world LR2 product tanker fleet consisted of 456 vessels, with an additional 180 LR2 product tanker newbuildings on order through 2028.
As of December 31, 2025, the world Aframax crude tanker fleet consisted of 693 vessels, with an additional 50 Aframax crude oil tanker newbuildings on order for delivery through 2029; the world Suezmax crude tanker fleet consisted of 691 vessels, with an additional 147 Suezmax crude oil tanker newbuildings on order for delivery through 2029; and the world LR2 product tanker fleet consisted of 509 vessels, with an additional 168 LR2 product tanker newbuildings on order through 2029.
SEPs are also required to detail the prevention steps that will be implemented during a vessel’s call at an Indian port to prevent unsanctioned usage of SUPs.
SEPs are also required to detail the prevention steps that will be implemented during a vessel’s call at an Indian port to prevent unsanctioned usage of SUPs. This includes the preparation and use of a deck and official log entry identifying all SUP items on board the vessel.
The amendments require operators to update the vessel's SEEMP to include descriptions of the ship-specific methodology that will be used for collecting and measuring data for fuel oil consumption, distance travelled, hours underway and processes that will be used to report the data, to ensure data quality is maintained.
The amendments require operators to update the vessel's SEEMP to include descriptions of the ship-specific methodology that will be used for collecting and measuring data for fuel oil consumption, distance travelled, hours underway and processes that will be used to report the data, to ensure data quality is maintained. 38 Table of Contents The vessels in our fleet were verified as compliant before December 31, 2018, with the first data collection period being for the 2019 calendar year.

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Item 5. Market for Registrant's Common Equity

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Biggest changeThe net decrease was primarily due to: • a decrease of $155.4 million due to lower overall average realized spot rates earned by Teekay Tankers' Suezmax tankers and Aframax / LR2 tankers in 2024 compared to 2023; • a net decrease of $37.4 million due to the sale of three Aframax / LR2 tankers and one Suezmax tanker at various times between the fourth quarter of 2023 and the fourth quarter of 2024, as well as the redelivery of three chartered-in tankers to their owners during the second half of 2024, partially offset by the addition of three Aframax / LR2 chartered-in tankers that were delivered to Teekay Tankers during the first quarter of 2023, and the acquisition of one Aframax / LR tanker that was completed in the third quarter of 2024; and • a decrease of $2.8 million due to higher off-hire bunker expenses and more off-hire days during 2024, primarily related to more scheduled dry dockings compared to 2023; partially offset by: • an increase of $3.2 million due to a higher volume of STS support service activities in 2024 compared to 2023; 49 • an increase of $2.2 million due to one extra calendar day in 2024 compared to 2023; and • an increase of $1.3 million due to commercial claims from charterers during 2023.
Biggest changeThe net decrease was primarily due to: • a net decrease of $131.0 million due to the sales of nine Suezmax tankers and five Aframax / LR2 tankers between the start of the first quarter of 2024 and the end of 2025, as well as the redeliveries of five chartered-in tankers to their owners between the start of the third quarter of 2024 and the end of the third quarter of 2025, partially offset by the acquisition of two Aframax / LR2 tankers, one Suezmax tanker and one VLCC tanker between the start of the third quarter of 2024 and the end of the third quarter of 2025; • a decrease of $65.1 million due to lower overall average realized spot rates earned by our Suezmax tankers and Aframax / LR2 tankers in 2025 compared to 2024; • a net decrease of $3.4 million due to certain vessels returning from time charter-out contracts during 2025 and earning a lower average spot compared to previous fixed rates, partially offset by certain vessels entering into new time charter-out contracts in the fourth quarter of 2025 and earning a higher average fixed rate compared to previous spot rates; • a decrease of $1.9 million due to one fewer calendar day in 2025 compared to 2024; and • a decrease of $1.4 million due to lower bunker commissions earned and lower revenues earned from our responsibilities in employing vessels subject to RSAs in 2025 compared to 2024; partially offset by: 48 • an increase of $5.4 million due to fewer off-hire days and lower off-hire bunker expenses during 2025, primarily related to fewer scheduled dry dockings compared to 2024; and • an increase of $3.5 million due to higher revenues related to certain STS support service activities in 2025 compared to 2024.
Vessel Operating Expenses. Under all types of charters and contracts for our vessels, except for bareboat charters, we are responsible for vessel operating expenses, which include crewing, repairs and maintenance, insurance, stores, lube oils, communication expenses and ship management services. The two largest components of our vessel operating expenses are crew costs and repairs and maintenance.
Under all types of charters and contracts for our vessels, except for bareboat charters, we are responsible for vessel operating expenses, which include crewing, repairs and maintenance, insurance, stores, lube oils, communication expenses and ship management services. The two largest components of our vessel operating expenses are crew costs and repairs and maintenance.
Consistent with general practice in the shipping industry, we use “net revenues” (defined as income from operations before vessel operating expenses, charter hire expenses, depreciation and amortization, general and administrative expenses, gain or loss on sale and write-down of assets, and restructuring charges) as a measure of equating revenues generated from voyage charters to revenues generated from time charters, which assists us in making operating decisions about the deployment of our vessels and their performance.
Consistent with general practice in the shipping industry, we use “net revenues” (defined as income or loss from operations before vessel operating expenses, charter hire expenses, depreciation and amortization, general and administrative expenses, gain or loss on sale and write-down of assets, and restructuring charges) as a measure of equating revenues generated from voyage charters to revenues generated from time charters, which assists us in making operating decisions about the deployment of our vessels and their performance.
On a regular basis, management reviews our accounting policies, assumptions, estimates and judgments in an effort to ensure that our consolidated financial statements are presented fairly and in accordance with GAAP. However, because future events and their effects cannot be determined with certainty, actual results could differ from our assumptions and estimates, and such differences could be material.
On a regular basis, management reviews the accounting policies, assumptions, estimates and judgments in an effort to ensure that our consolidated financial statements are presented fairly and in accordance with GAAP. However, because future events and their effects cannot be determined with certainty, actual results could differ from our assumptions and estimates, and such differences could be material.
Historical average number of ships consists of the average number of vessels that were in our fleet during a period. We use average number of ships primarily to highlight changes in vessel operating expenses and depreciation and amortization. Our Charters.
Historical average number of ships consists of the average number of vessels that were in our fleet during a period. We use average number of ships primarily to highlight changes in vessel operating expenses and depreciation and amortization.
The terms of and compliance with these financial covenants are described in further detail in "Item 18 – Financial Statements: Note 8 – Long-Term Debt" included in this Annual Report.
The terms of and compliance with these financial covenants are described in further detail in "Item 18 – Financial Statements: Note 8 – Long-Term Debt" of this Annual Report.
Teekay Tankers expects that any fleet renewal expenditures will be funded using cash on hand, the undrawn revolving credit facility and new financing arrangements, including bank borrowings, finance leases and, potentially, the issuance of debt and equity securities. The following table summarizes Teekay Tankers' contractual obligations as at December 31, 2024. (in millions of U.S.
Teekay Tankers expects that any fleet renewal expenditures will be funded using cash on hand, the undrawn revolving credit facility and new financing arrangements, including bank borrowings, finance leases and, potentially, the issuance of debt and equity securities. The following table summarizes Teekay Tankers' contractual obligations as at December 31, 2025. (in millions of U.S.
As part of our operations related to crude oil and product tankers, we generate revenues by charging customers for the transportation of their crude oil using our vessels.
Our Charters As part of our operations related to crude oil and product tankers, we generate revenues by charging customers for the transportation of their crude oil using our vessels.
Teekay Tankers' 2023 Revolver contains covenants and other restrictions that we believe are typical of debt financing collateralized by vessels, including those that restrict the relevant subsidiaries from: incurring or guaranteeing additional indebtedness; making certain negative pledges or granting certain liens; and selling, transferring, assigning or conveying assets. Teekay Tankers' 2023 Revolver require it to maintain certain financial covenants.
Teekay Tankers' 2023 Revolver contains covenants and other restrictions that we believe are typical of debt financing collateralized by vessels, including those that restrict the relevant subsidiaries from: incurring or guaranteeing additional indebtedness; making certain negative pledges or granting certain liens; and selling, transferring, assigning or conveying assets. Teekay Tankers' 2023 Revolver requires it to maintain certain financial covenants.
In addition, Teekay Tankers' Board of Directors declared a special cash dividend of $1.00 per common share in May 2023 and another special cash dividend of $2.00 per common share in May 2024.
In addition, Teekay Tankers' Board of Directors declared a special cash dividend of $1.00 per common share in May 2023, a special cash dividend of $2.00 per common share in May 2024, and another special cash dividend of $1.00 per common share in May 2025.
The written-down amount becomes the new lower cost basis and will result in a lower annual depreciation expense than for periods before the vessel impairment.
The written-down amount becomes the new lower cost basis and will result in a lower annual depreciation expense in future periods than for periods before the vessel impairment.
Teekay Tankers' 2023 Revolver matures in May 2029, and there was no amount outstanding under the facility as at December 31, 2024. Teekay Tankers' ability to refinance its 2023 Revolver will depend upon, among other things, the estimated market value of its vessels, its financial condition and the condition of credit markets at such time.
Teekay Tankers' 2023 Revolver matures in May 2029, and there was no amount outstanding under the facility as at December 31, 2025. Teekay Tankers' ability to refinance its 2023 Revolver will depend upon, among other things, the estimated market value of its vessels, its financial condition and the condition of credit markets at such time.
For the years ended December 31, 2024, 2023 and 2022, depreciation was calculated using an estimated useful life of 25 years, commencing on the date the vessel is delivered from the shipyard. The estimated useful life of our vessels involves an element of judgment, which takes into account design life, commercial considerations and regulatory restrictions.
For the years ended December 31, 2025, 2024 and 2023, depreciation was calculated using an estimated useful life of 25 years, commencing on the date the vessel is delivered from the shipyard. The estimated useful life of our vessels involves an element of judgment, which takes into account design life, commercial considerations and regulatory restrictions.
In addition, please refer to Item 5 in our Annual Report on Form 20-F for the year ended December 31, 2023 for our discussion and analysis comparing our financial condition and results of operations from 2023 to 2022. 41 Table of Contents Management’s Discussion and Analysis of Financial Condition and Results of Operations Overview Teekay Corporation Ltd.
In addition, please refer to Item 5 in our Annual Report on Form 20-F for the year ended December 31, 2024 for our discussion and analysis comparing our financial condition and results of operations from 2024 to 2023. 41 Table of Contents Management’s Discussion and Analysis of Financial Condition and Results of Operations OVERVIEW Teekay Corporation Ltd.
In May 2023, Teekay Tankers' Board of Directors also authorized a new share repurchase program for the repurchase of up to $100 million of Teekay Tankers' outstanding Class A common shares to be utilized at its discretion. As at December 31, 2024, no shares were repurchased under this program.
In May 2023, Teekay Tankers' Board of Directors also authorized a new share repurchase program for the repurchase of up to $100 million of Teekay Tankers' outstanding Class A common shares to be utilized at its discretion. As at December 31, 2025, no shares were repurchased under this program.
Certain assumptions relating to our estimates of future cash flows require more judgement and are inherently less predictable, such as future charter rates beyond the firm period of existing contracts, the probability and timing of vessels being sold and vessel residual values, due to their volatility.
Certain assumptions relating to our estimates of future cash flows require more judgment and are inherently less predictable, such as future charter rates beyond the firm period of existing contracts, the probability and timing of vessels being sold and vessel residual values, due to their volatility.
The following table should be read together with, and is qualified in its entirety by reference to the consolidated financial statements and accompanying notes for the years ended December 31, 2024, 2023 and 2022 (which are included herein). (in thousands of U.S.
The following table should be read together with, and is qualified in its entirety by reference to the consolidated financial statements and accompanying notes for the years ended December 31, 2025, 2024 and 2023 (which are included herein). (in thousands of U.S.
Teekay Parent anticipates that its liquidity at December 31, 2024, combined with cash it expects to generate for the 15 months following such date, will be sufficient to meet its cash requirements for at least the one-year period following the date of this Annual Report.
Teekay Parent anticipates that its liquidity at December 31, 2025, combined with cash it expects to generate for the 15 months following such date, will be sufficient to meet its cash requirements for at least the one-year period following the date of this Annual Report.
Our evaluation of events or circumstances that may indicate impairment, include, amongst others, an assessment of the intended use of the assets and anticipated operating cash flows, which is primarily influenced by the estimate of future charter rates for the vessels.
Our evaluation of events or circumstances that may indicate impairment, include, among others, an assessment of the intended use of the assets and anticipated operating cash flows, which is primarily influenced by the estimate of future charter rates for the vessels.
Such regulatory measures could increase Teekay Tankers' costs related to operating and maintaining its vessels and require it to install new emission controls, acquire allowances or pay taxes related to our greenhouse gas emissions, or administer and manage a greenhouse gas emissions program.
Such regulatory measures could increase Teekay Tankers' costs related to operating and maintaining its vessels and require it to install new emission controls, acquire allowances or pay taxes or penalties related to its greenhouse gas emissions, or administer and manage a greenhouse gas emissions program.
The primary objectives of Teekay Parent and Teekay Tankers' cash management policies is to preserve capital and seeking to ensure that cash investments can be sold readily and efficiently and provide an appropriate return.
The primary objectives of Teekay Parent and Teekay Tankers' cash management policies are to preserve capital and seeking to ensure that cash investments can be sold readily and efficiently and provide an appropriate return.
We must periodically dry dock each of our vessels for inspection, repairs and maintenance and any modifications to comply with industry certification or governmental requirements. Generally, we dry dock each of our vessels every two and a half to five years, depending upon the type of vessel and its age.
Dry Docking. We must periodically dry dock each of our vessels for inspection, repairs and maintenance and any modifications to comply with industry certification or governmental requirements. Generally, we dry dock each of our vessels every two and a half to five years, depending upon the age of the vessel.
Finally, existing or future climate control legislation or other regulatory initiatives that restrict emissions of greenhouse gases could have a significant financial and operational impact on Teekay Tankers' business, which we cannot predict with certainty at this time.
In addition, existing or future climate control legislation or other regulatory initiatives that restrict emissions of greenhouse gases could have a significant financial and operational impact on Teekay Tankers' business, which we cannot predict with certainty at this time.
Whether to use the load-to-discharge basis or the discharge-to-discharge basis depends on whether the customer directs the use of the vessel throughout the period of use, pursuant to the terms of the voyage charter. This is a matter of judgement.
Whether to use the load-to-discharge basis or the discharge-to-discharge basis depends on whether the customer directs the use of the vessel throughout the period of use, pursuant to the terms of the voyage charter. This is a matter of judgment.
The gain on sale and write-down of assets of $38.1 million for the year ended December 31, 2024, was related to: • the sale of two Aframax / LR2 tankers and one Suezmax tanker, which resulted in an aggregate gain on sales of $39.5 million during the year ended December 31, 2024; partially offset by: • the impairment recorded on three of Teekay Tankers' operating lease right-of-use assets resulting from a decline in the prevailing short-term time-charter rates, which resulted in a write-down of $1.4 million during the year ended December 31, 2024.
The gain on sale and write-down of assets of $38.1 million for the year ended December 31, 2024 were related to: • the sales of two Aframax / LR2 tankers and one Suezmax tanker, which resulted in an aggregate gain on sales of $39.5 million during the year ended December 31, 2024; partially offset by: • the impairment recorded on three of our operating lease right-of-use assets resulting from a decline in the prevailing short-term time-charter rates, which resulted in a write-down of $1.4 million during the year ended December 31, 2024.
We principally use net revenues because it provides more meaningful information to us than income from operations, the most directly comparable GAAP financial measure. Net revenues is also widely used by investors and analysts in the shipping industry for comparing financial performance between companies and to industry averages.
We principally use net revenues because it provides more meaningful information to us than income from operations, the most directly comparable GAAP financial measure. Net revenues is also widely used by investors and analysts in the shipping industry for comparing financial performance between companies and to industry averages. The following table reconciles net revenues with income from operations.
Gulf lightering business faces competition from alternative methods of delivering crude oil shipments to port and exports to offshore for consolidation onto larger vessels, including the Louisiana Offshore Oil Platform and deep water terminals in Corpus Christi and Houston, Texas which can partially load Very Large Crude Carriers (or VLCCs).
Gulf lightering business faces competition from alternative methods of delivering crude oil shipments to port and exports to offshore for consolidation onto larger vessels, including the Louisiana Offshore Oil Platform and deep water terminals in Corpus Christi and Houston, Texas which can partially load VLCCs.
Under GAAP, all foreign currency-denominated monetary assets and liabilities (including cash and cash equivalents, restricted cash, accounts receivable, accounts payable, accrued liabilities, advances from affiliates, and long-term debt) are revalued and reported based on the prevailing exchange rate at the end of the period. These foreign currency translation fluctuations are based on the strength of the U.S.
Under GAAP, all foreign currency-denominated monetary assets and liabilities (including cash and cash equivalents, restricted cash, accounts receivable, accounts payable, accrued liabilities, advances from affiliates and advances to affiliates) are revalued and reported based on the prevailing exchange rate at the end of the period. These foreign currency translation fluctuations based on the strength of the U.S.
Had revenue from voyages in progress been recognized on a load-to-discharge basis, our income from operations for the year ended December 31, 2024, would have increased by $1.8 million. Vessel Depreciation Description. The carrying value of each of our vessels represents its original cost at the time of delivery or purchase less depreciation and impairment charges.
Had revenue from voyages in progress been recognized on a load-to-discharge basis, our income from operations for the year ended December 31, 2025 would have decreased by $1.1 million. Vessel Depreciation Description. The carrying value of each of our vessels represents its original cost at the time of delivery or purchase less depreciation and impairment charges.
We formed Teekay Tankers in 2007. Teekay Tankers holds all of our oil and product tanker assets, primarily consisting of Suezmax and Aframax / LR2 tankers, and engages in short to medium-term fixed-rate charter contracts and spot tanker market trading.
Teekay Tankers holds all of our oil and product tanker assets, primarily consisting of Suezmax and Aframax / LR2 tankers, and engages in short to medium-term fixed-rate charter contracts and spot tanker market trading.
We continue to take action aimed at improving operational efficiencies, and to temper the effect of inflationary and other price escalations; however, increases to operational costs may occur in the future. • The amount and timing of dry dockings and major modifications of our vessels can affect our revenues between periods .
We continue to take action aimed at improving operational efficiencies, and to temper the effect of any inflationary and other price escalations; however, increases to operational costs may occur in the future. • The amount and timing of vessel dry dockings and major modifications can significantly affect our revenues between periods .
Neither EBITDA nor Adjusted EBITDA should be considered as an alternative to net income, operating income or any other measure of financial performance presented in accordance with GAAP. EBITDA and Adjusted EBITDA exclude some, but not all, items that affect net income and operating income, and these measures may vary among other companies.
Neither EBITDA nor Adjusted EBITDA should be considered an alternative to net income, operating income, or any other measure of financial performance presented in accordance with GAAP. EBITDA and Adjusted EBITDA exclude some items that affect net income and operating income, and these measures may vary among other companies.
EBITDA and Adjusted EBITDA assist our management and security holders by increasing the comparability of our fundamental performance from period to period and against the fundamental performance of other companies in our industry that provide EBITDA or Adjusted EBITDA-based information.
EBITDA and Adjusted EBITDA assist our management and investors by increasing the comparability of our fundamental performance from period to period and against the fundamental performance of other companies in our industry that provide EBITDA or Adjusted EBITDA-based information.
As such, in this case revenue is recognized on a discharge-to-discharge basis. Otherwise, it is recognized on a load-to-discharge basis. As at December 31, 2024, 2023 and 2022, revenue from voyages then in progress were recognized on a discharge-to-discharge basis. Effect if Actual Results Differ from Assumptions.
As such, in this case revenue is recognized on a discharge-to-discharge basis. Otherwise, it is recognized on a load-to-discharge basis. As at December 31, 2025, 2024 and 2023, revenue from voyages then in progress was recognized on a discharge-to-discharge basis. Effect if Actual Results Differ from Assumptions.
If we determined that an uncertain tax position was sustained upon examination, and such amount was in excess of the net amount previously recognized, we would increase our net income or decrease our net loss in the period such determination was made.
If we determine that an uncertain tax position is sustained upon examination, and such amount is in excess of the net amount previously recognized, we increase our net income or decrease our net loss in the period such determination was made.
In addition, factors such as client demands for enhanced training and physical equipment, pressure on commodity and raw material prices, tariffs, an increasing cost of freight, as well as changes in regulatory requirements could also contribute to operating expenditure increases.
In addition, factors such as client and regulatory demands for enhanced training and physical equipment, pressure on commodity and raw material prices, tariffs, and increasing cost of freight due to changing trade routes, as well as changes in regulatory requirements could also contribute to operating expenditure increases.
Therefore, EBITDA and Adjusted EBITDA as presented below may not be comparable to similarly titled measures of other companies. The following table reconciles our consolidated EBITDA and Adjusted EBITDA to net income from continuing and discontinued operations. 58 Year Ended December 31, 2024 2023 2022 Income Statement Data: (in thousands of U.S.
Therefore, EBITDA and Adjusted EBITDA as presented below may not be comparable to similarly titled measures of other companies. 58 The following table reconciles our consolidated EBITDA and Adjusted EBITDA to net income. Year Ended December 31, 2025 2024 2023 Income Statement Data: (in thousands of U.S.
Idle days, which are days when the vessel is available for the vessel to earn revenue, yet is not employed, are included in revenue days. We use revenue days to explain changes in our net revenues between periods. Average Number of Ships.
Consequently, revenue days represents the total number of days available for the vessel to earn revenue. Idle days, which are days when the vessel is available to earn revenue but is not employed, are included in revenue days. We use revenue days to explain changes in our net revenues between periods. Average Number of Ships.
As at December 31, 2024, Teekay Tankers has one credit facility, its revolving credit facility (or the 2023 Revolver ), and it had no vessels subject to finance leases. Teekay Tankers' obligations related to its 2023 Revolver is described in "Item 18 – Financial Statements: Note 8 – Long-Term Debt" of this report.
As at December 31, 2025, Teekay Tankers has one credit facility, the 2023 Revolver, with no balance drawn, and it had no vessels subject to finance leases. Teekay Tankers' obligations related to its 2023 Revolver is described in "Item 18 – Financial Statements: Note 8 – Long-Term Debt" of this report.
We believe our controlling interest in Teekay Tankers, a leading owner and operator of mid-sized crude oil and product tankers and our sole operating platform, together with both Teekay and Teekay Tankers' strong balance sheets, positions us well to pursue investments both in crude oil and product transportation and broader shipping markets where we can leverage our operating franchise and the proven capabilities of the Teekay platform to create long-term shareholder value.
We believe our controlling interest in Teekay Tankers and its operating platform, together with both Teekay and Teekay Tankers' strong balance sheets, positions us well to pursue investments both in crude oil and product transportation and broader shipping markets where we can leverage our operating franchise and the proven capabilities of the Teekay platform to create long-term shareholder value.
(2) Includes $4.7 million of operating expenses related to providing lightering support services to our FSL operations. (3) Adjustments primarily include off-hire bunker expenses, which are excluded from Average TCE per Revenue Day. (4) Includes $51.0 million of revenues and $24.3 million of voyage expenses related to our FSL operations.
(2) Includes $4.7 million of operating expenses related to providing lightering support services to our FSL operations. (3) Adjustments primarily include off-hire bunker expenses, which are excluded from Average TCE per Revenue Day.
The number of vessel dry dockings varies each period depending on vessel maintenance schedules. Teekay Tankers' primary sources of cash are long-term bank borrowings, lease or equity financings, and the proceeds from the sales of its older vessels.
The number of vessel dry dockings varies each period depending on vessel maintenance schedules. Teekay Tankers' other primary sources of cash are interest income from short-term investments, long-term bank borrowings, lease or equity financings, and proceeds from the sales of older vessels.
Tankers - Fleet and TCE Rates As at December 31, 2024, Teekay Tankers owned 41 double-hulled oil and product tankers and chartered-in four Aframax / LR2 tankers, one Suezmax tanker, one bunker tanker and two STS support vessels.
Tankers - Fleet and TCE Rates As at December 31, 2025, Teekay Tankers owned 33 double-hulled oil and product tankers and chartered-in two Aframax / LR2 tankers, one Suezmax tanker, one bunker tanker and two STS support vessels.
For a further description of our material accounting policies, please read “Item 18 – Financial Statements: Note 1 – Summary of Significant Accounting Policies". 56 Revenue Recognition Description . We recognize voyage revenue on either a load-to-discharge or discharge-to-discharge basis.
For a further description of our material accounting policies, please read “Item 18 – Financial Statements: Note 1 – Summary of Significant Accounting Policies" included in this Annual Report. Revenue Recognition Description . We recognize voyage revenue on either a load-to-discharge or discharge-to-discharge basis.
The following tables highlight the average TCE rates earned by Teekay Tankers' spot vessels (including those trading on voyage charters, in RSAs, and in FSL) and our time charter-out vessels for 2024 and 2023: Year Ended December 31, 2024 Revenues (1) Voyage Expenses (2) Adjustments (3) TCE Revenues Revenue Days Average TCE per Revenue Day (3) (in thousands) (in thousands) (in thousands) (in thousands) Voyage-charter contracts - Suezmax (4) $ 547,261 $ (216,951) $ 2,788 $ 333,098 8,779 $ 37,941 Voyage-charter contracts - Aframax / LR2 (4) $ 519,702 $ (192,126) $ 1,224 $ 328,800 8,234 $ 39,933 Time charter-out contracts - Suezmax $ 12,767 $ (725) $ 1 $ 12,043 321 $ 37,513 Time charter-out contracts - Aframax / LR2 $ 12,006 $ (424) $ 300 $ 11,882 243 $ 48,879 Total $ 1,091,736 $ (410,226) $ 4,313 $ 685,823 17,577 $ 39,018 (1) Excludes $11.2 million of revenues related to our STS support services operations, $1.9 million of bunker commissions earned, and $1.4 million of revenue earned from our responsibilities in employing the vessels subject to RSAs.
Year Ended December 31, 2024 Revenues (1) Voyage Expenses (2) Adjustments (3) TCE Revenues Revenue Days Average TCE per Revenue Day (3) (in thousands) (in thousands) (in thousands) (in thousands) Voyage-charter contracts - Suezmax (4) $ 547,261 $ (216,951) $ 2,788 $ 333,098 8,779 $ 37,941 Voyage-charter contracts - Aframax / LR2 (4) $ 519,702 $ (192,126) $ 1,224 $ 328,800 8,234 $ 39,933 Time charter-out contracts - Suezmax $ 12,767 $ (725) $ 1 $ 12,043 321 $ 37,513 Time charter-out contracts - Aframax / LR2 $ 12,006 $ (424) $ 300 $ 11,882 243 $ 48,879 Total $ 1,091,736 $ (410,226) $ 4,313 $ 685,823 17,577 $ 39,018 (1) Excludes $11.2 million of revenues related to our STS support services operations, $1.9 million of revenues related to certain bunker related activities, and $1.4 million of revenue earned from our responsibilities in employing the vessels subject to the RSAs.
Teekay Tankers' primary uses of cash include the payment of operating expenses, dry-docking expenditures, costs associated with modifications to its vessels, funding its other working capital requirements, cash dividend payments on Teekay Tankers' common shares, repurchases of Teekay Tankers' common shares under its repurchase program, providing funding to its equity-accounted joint venture from time to time, debt servicing costs, as well as scheduled repayments of long-term debt.
Teekay Tankers' primary uses of cash include the payment of operating expenses, dry-docking expenditures, costs associated with modifications to its vessels, funding its other working capital requirements, dividend payments on Teekay Tankers' common shares, repurchases of Teekay Tankers' Class A common shares under its repurchase program, debt servicing costs, as well as scheduled repayments of long-term debt.
Had we depreciated our vessels using an estimated useful life of 20 years instead of 25 years effective December 31, 2023, our depreciation for the year ended December 31, 2024, would have increased by approximately $58.9 million. Vessel Impairment Description.
Had we depreciated our vessels using an estimated useful life of 20 years instead of 25 years effective December 31, 2024, our depreciation for the year ended December 31, 2025 would have increased by approximately $57.1 million. 56 Vessel Impairment Description.
Consistent with our methodology in prior years, we have determined that none of our vessels have a market value less than their carrying value as of December 31, 2024.
Consistent with our methodology in prior years, we have determined that none of our vessels has a market value less than its carrying value as of December 31, 2025.
To assist us in evaluating our operations by segment, we analyze the income or loss from operations for each segment, which represents the loss or income we generate or incur from the segment after deducting operating expenses, but prior to interest expense, interest income, realized and unrealized gains or losses on non-designated derivative instruments, equity income or loss, other income or expenses and income taxes. 44 Table of Contents Dry docking.
To assist us in evaluating our operations by segment, we analyze the income or loss from operations for each segment, which represents the income or loss we generate or incur from the segment after deducting operating expenses, but prior to interest expense, interest income, realized and unrealized gains or losses on non-designated derivative instruments, equity income or loss, gain on distribution from equity-accounted investment, other income or expenses and income taxes.
Vessel Operating Expenses. Vessel operating expenses were $150.6 million for the year ended December 31, 2024, compared to $149.0 million for the year ended December 31, 2023.
Vessel Operating Expenses. Vessel operating expenses were $131.0 million for the year ended December 31, 2025 compared to $150.6 million for the year ended December 31, 2024.
Year Ended December 31, 2024 versus Year Ended December 31, 2023 Tankers Segment In accordance with GAAP, we report gross revenues in our consolidated statements of income and include voyage expenses among our operating expenses.
Year Ended December 31, 2025, versus Year Ended December 31, 2024 RESULTS OF OPERATIONS In accordance with GAAP, we report gross revenues in our consolidated statements of income and include voyage expenses among our operating expenses.
Likewise, if we determined that an uncertain tax position was not sustained upon examination, we would typically decrease our net income or increase our net loss in the period such determination was made. See “Item 18 – Financial Statements: Note 18 – Income Tax Expense” of this Annual Report.
Likewise, if we determine that an uncertain tax position is not sustained upon examination, we typically decrease our net income or increase our net loss in the period such determination was made. See “Item 18 – Financial Statements: Note 17 – Income Tax Recovery (Expense)” of this Annual Report.
Depreciation and Amortization. Depreciation and amortization was $93.6 million for the year ended December 31, 2024 compared to $97.6 million for the year ended December 31, 2023.
Depreciation and Amortization. Depreciation and amortization was $86.6 million for the year ended December 31, 2025 compared to $93.6 million for the year ended December 31, 2024.
Our depreciation and amortization expense typically consists of charges related to the depreciation of the historical cost of our fleet (less an estimated residual value) over the estimated useful lives of our vessels, charges related to the amortization of dry-docking expenditures over the estimated number of years to the next scheduled dry docking, and charges related to the amortization of our intangible assets over the estimated useful life of 10 years.
Our depreciation and amortization expense typically consists of charges related to the depreciation of the historical cost of our fleet (less an estimated residual value) over the estimated useful lives of our vessels, charges related to the amortization of dry-docking expenditures over the estimated number of years to the next scheduled dry docking, and charges related to the amortization of our intangible assets over the estimated useful life of 10 years except in the case of in-definite-lived intangible assets, which are not subject to amortization.
Year Ended December 31, 2023, versus Year Ended December 31, 2022 For a discussion of our operating results for the year ended December 31, 2023, compared with the year ended December 31, 2022, please see "Item 5 – Recent Developments and Results of Operations" in our Annual Report on Form 20-F for the year ended December 31, 2023.
Year Ended December 31, 2024, versus Year Ended December 31, 2023 For a discussion of our operating results for the year ended December 31, 2024, compared with the year ended December 31, 2023, please see "Item 5 – Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 20-F for the year ended December 31, 2024.
Other net income was $4.3 million for the year ended December 31, 2024, compared to an other net expense of $1.7 million for the year ended December 31, 2023.
Other net income was $1.7 million for the year ended December 31, 2025, compared to $4.3 million for the year ended December 31, 2024.
Our estimated charter rates are discounted for the years when the vessel age is 15 years and older, as compared to the estimated charter rates for years when the vessel is younger than 15 years. Such discounts primarily reflect expectations of lower utilization for older vessels.
Our estimated charter rates are discounted for the years when the vessel age is 15 years and older, as compared to the estimated charter rates for years when the vessel is younger than 15 years. Such discounts primarily reflect expectations of lower utilization for older vessels. Our estimates of vessel utilization, including estimated off-hire time, are based on historical experience.
A definition and an explanation of the usefulness and purpose of this measure as well as a reconciliation to the most directly comparable financial measure calculated and presented in accordance with GAAP are contained in the section “Non-GAAP Financial Measures” at the end of this Item 5 - Operating and Financial Review and Prospects.
Definitions and an explanations of the usefulness and purpose of these measures as well as reconciliations to the most directly comparable financial measures calculated and presented in accordance with GAAP are contained in the section “Non-GAAP Financial Measures” at the end of this Item 5 - Operating and Financial Review and Prospects.
The remaining estimated lives of our vessels used in our estimates of future cash flows are consistent with those used in the calculations of depreciation. 57 In our experience, certain assumptions relating to our estimates of future cash flows are more predictable by their nature, including estimated revenue under existing contract terms, ongoing operating costs and remaining vessel life.
In our experience, certain assumptions relating to our estimates of future cash flows are more predictable by their nature, including estimated revenue under existing contract terms, ongoing operating costs and remaining vessel life.
Other risks and uncertainties related to Teekay Tankers' liquidity include changes to income tax legislation or the resolution of uncertain tax positions relating to freight tax liabilities as described in "Item 18 – Financial Statements: Note 18 – Income Tax Expense" of this Annual Report, which risks and uncertainties could have a significant financial impact on Teekay Tankers' business, which we cannot predict with certainty at this time.
In January 2026, Teekay Tankers took delivery of the three tankers and paid the remaining balance related to one of the tankers using cash on hand. 55 Other risks and uncertainties related to Teekay Tankers' liquidity include changes to income tax legislation or the resolution of uncertain tax positions relating to freight tax liabilities as described in "Item 18 – Financial Statements: Note 17 – Income Tax Recovery (Expense)" of this Annual Report, which could have a significant financial impact on Teekay Tankers' business, which we cannot predict with certainty at this time.
(or Teekay ) is a leading provider of international crude oil and other marine transportation services. Teekay provides these services through its controlling ownership interest in Teekay Tankers Ltd. (NYSE: TNK) (or Teekay Tankers ),a leading owner and operator of mid-sized crude oil tankers. Teekay and its current subsidiaries, other than Teekay Tankers, are referred to herein as "Teekay Parent".
(or Teekay ) is a leading provider of international crude oil and other marine transportation services. Teekay provides these services through its controlling ownership interest in Teekay Tankers Ltd. (NYSE: TNK) (or Teekay Tankers ), a leading owner and operator of mid-sized crude oil and product tankers.
(2) Voyage expenses are all expenses unique to a particular voyage, including any fuel expenses, port fees, cargo loading and unloading expenses, canal tolls, agency fees and commissions. (3) Vessel operating expenses include crewing, repairs and maintenance, insurance, stores, lube oils and communication expenses.
(2) Voyage expenses are all expenses unique to a particular voyage, including any fuel expenses, port fees, cargo loading and unloading expenses, canal tolls, agency fees and commissions. (3) Vessel operating expenses include crewing, repairs and maintenance, insurance, stores, lube oils and communication expenses. (4) Off hire refers to the time a vessel is not available for service.
Revenue Days. Revenue days are the total number of calendar days our vessels were in our possession during a period, less the total number of off-hire days during the period associated with major repairs or modifications, dry dockings or special or intermediate surveys. Consequently, revenue days represent the total number of days available for the vessel to earn revenue.
Revenue Days. Revenue days are the total number of calendar days our vessels were in our possession during a period, less the total number of off-hire days during the period associated with events such as major repairs or modifications, dry dockings, or special or intermediate surveys.
Continued escalation or expansion of hostilities in the Middle East, interventions by other groups or nations, the imposition of economic sanctions on any major oil producing nations, disruption of shipping transit in the Straits of Hormuz or other significant trade routes, such as the Red Sea, or similar outcomes could adversely affect the tanker industry, demand for our services, our business, results of operations, financial condition and cash flows.
The expansion of hostilities in the Middle East may lead to interventions by other groups or nations, the imposition of economic sanctions on any major oil producing nations, additional disruption of shipping transit in other trade routes, or similar outcomes that could affect the tanker industry, demand for our services, our business, results of operations, financial condition and cash flows.
Dollars) 2024 2023 Tankers Segment Income from operations 365,461 535,910 Add (subtract) specific items affecting income from operations: Vessel operating expenses 150,605 148,960 Time-charter hire expenses 74,379 70,836 Depreciation and amortization 93,582 97,551 General and administrative expenses 48,833 45,936 Gain on sale and write-down of assets (38,080) (10,360) Restructuring charges 5,952 1,248 Net revenues 700,732 890,081
Dollars) 2025 2024 2023 Tankers Segment Income from operations 299,349 365,461 535,910 Add (subtract) specific items affecting income from operations: Vessel operating expenses 131,011 150,605 148,960 Charter hire expenses 42,742 74,379 70,836 Depreciation and amortization 86,630 93,582 97,551 General and administrative expenses 46,568 48,833 45,936 Gain on sale and write-down of assets (99,659) (38,080) (10,360) Restructuring charges — 5,952 1,248 Net revenues 506,641 700,732 890,081 EBITDA and Adjusted EBITDA EBITDA and Adjusted EBITDA are non-GAAP financial measures.
Charter Hire Expenses. Charter hire expenses were $74.4 million for the year ended December 31, 2024, compared to $70.8 million for the year ended December 31, 2023.
Charter Hire Expenses. Charter hire expenses were $42.7 million for the year ended December 31, 2025 compared to $74.4 million for the year ended December 31, 2024.
As at December 31, 2024, the total remaining share repurchase authorization was $33.0 million. 53 In October 2024, Teekay's Board declared a one-time special cash dividend in the amount of $1.00 per outstanding common share, which resulted in total cash dividends paid of $85.0 million in December, 2024.
As at December 31, 2025, the total remaining share repurchase authorization was $28.1 million. In May 2025, Teekay's Board declared a special cash dividend in the amount of $1.00 per outstanding common share, which resulted in total cash dividends paid of $85.3 million in July 2025.
Dollars) Total 2025 2026 2027 2028 2029 U.S. Dollar-Denominated Obligations Chartered-in vessels (operating leases) (1) 93.8 43.4 21.1 13.4 8.5 7.4 Total 93.8 43.4 21.1 13.4 8.5 7.4 (1) Excludes payments required if Teekay Tankers exercises options to extend the terms of in-chartered leases signed as of December 31, 2024.
Dollars) Total 2026 2027 2028 2029 U.S. Dollar-Denominated Obligations Chartered-in vessels (operating leases) (1) 67.9 36.7 15.3 8.5 7.4 Vessel acquisition (2) 42.5 42.5 Total 110.4 79.2 15.3 8.5 7.4 (1) Excludes payments required if Teekay Tankers exercises options to extend the terms of in-chartered leases signed as of December 31, 2025.
While exposure to the volatile spot market is the largest potential cause for changes in Teekay Tankers' net operating cash flow from period to period, variability in its net operating cash flow also reflects changes in interest rates, fluctuations in working capital balances, the timing and the amount of dry-docking expenditures, repairs and maintenance activities, the average number of vessels in service, including chartered-in vessels, and vessel acquisitions or vessel dispositions, among other factors.
However, there can be other factors that override typical seasonality, such as geopolitical events, sanctions and other factors which influence oil trade routes and tonne-mile supply and demand. 52 While exposure to the volatile spot market is the largest potential cause for changes in Teekay Tankers' net operating cash flow from period to period, variability in its net operating cash flow also reflects changes in interest rates, fluctuations in working capital balances, the timing and the amount of dry-docking expenditures, repairs and maintenance activities, the average number of vessels in service, including chartered-in vessels, and vessel acquisitions or vessel dispositions, among other factors.
Teekay Tankers' total consolidated liquidity, including cash, cash equivalents and undrawn credit facilities, increased by $78.8 million during the year ended December 31, 2024, from $687.1 million at December 31, 2023 to $765.9 million at December 31, 2024.
Teekay Tankers' total consolidated liquidity, including cash, cash equivalents, short-term investments and undrawn credit facilities, increased by $258.4 million during the year ended December 31, 2025, from 765.9 million at December 31, 2024 to 1.0 billion at December 31, 2025.
Income tax expense. Income tax expense was $0.4 million for the year ended December 31, 2024, compared to $12.2 million for the year ended December 31, 2023.
Income tax recovery (expense). Income tax recovery was $4.6 million for the year ended December 31, 2025, compared to a $0.4 million tax expense for the year ended December 31, 2024.
As such, vessel acquisition activity may vary significantly from year to year. Cash Flows The following table summarizes our consolidated cash flows for the periods presented: (in thousands of U.S.
As such, vessel acquisition activity may vary significantly from year to year. Cash Flows The following table summarizes our consolidated cash and cash equivalents provided by (used for) operating, financing and investing activities for the periods presented: Year Ended December 31, (in thousands of U.S.
As at December 31, 2024, the total amount of recognized uncertain freight tax liabilities was $41.4 million (December 31, 2023 - $47.8 million). If the uncertainty about these freight tax liabilities is resolved in our favor, we would concurrently reverse these liabilities. NON-GAAP FINANCIAL MEASURES EBITDA and Adjusted EBITDA EBITDA and Adjusted EBITDA are non-GAAP financial measures.
As at December 31, 2025, the total amount of recognized uncertain freight tax liabilities was $31.1 million (December 31, 2024 - $41.4 million). If the uncertainty about these freight tax liabilities is resolved in our favor, we concurrently reverse these liabilities. 57 NON-GAAP FINANCIAL MEASURES Net Revenues - Tankers Net revenues is a non-GAAP financial measure.
The extent of Teekay Tankers' exposure to changes in interest rates is described in further detail in "Item 11 - Quantitative and Qualitative Disclosures About Market Risk” of this Annual Report.
As at December 31, 2025, Teekay Tankers was not committed to any interest rate swap agreements. The extent of Teekay Tankers' exposure to changes in interest rates is described in further detail in "Item 11 - Quantitative and Qualitative Disclosures About Market Risk” of this Annual Report.
(4) EBITDA and Adjusted EBITDA are non-GAAP financial measures.
(3) Net revenues, EBITDA and Adjusted EBITDA are non-GAAP financial measures.
Increased regulation of greenhouse gases may, in the long-term, lead to reduced demand for oil and reduced demand for Teekay Tankers' services. CRITICAL ACCOUNTING ESTIMATES We prepare our consolidated financial statements in accordance with GAAP, which requires us to make estimates in the application of our accounting policies based on our best assumptions, judgments and opinions.
CRITICAL ACCOUNTING ESTIMATES We prepare our consolidated financial statements in accordance with GAAP, which requires us to make estimates in the application of our accounting policies based on our best assumptions, judgments and opinions.
Teekay Parent Teekay Parent’s primary sources of liquidity are its existing cash and cash equivalents, short-term investments, and cash dividends paid by Teekay Tankers on its outstanding Class A and B common shares. Teekay Parent's cash management policies have a primary objective of preserving capital as well as ensuring cash investments can be sold readily and efficiently.
Teekay Parent Teekay Parent’s primary sources of liquidity are its existing cash and cash equivalents, short-term investments, and cash dividends paid by Teekay Tankers on its outstanding Class A and B common shares.
Dollars) Year Ended December 31, 2024 2023 Net operating cash flows - continuing operations 467,185 629,820 Net financing cash flows - continuing operations (416,448) (520,414) Net investing cash flows - continuing operations 157,496 54,659 Operating Cash Flows - Continuing Operations Our consolidated net cash flow from operating activities fluctuates primarily as a result of changes in vessel utilization and TCE rates, changes in interest rates, fluctuations in working capital balances, the timing and amount of dry-docking expenditures, repairs and maintenance activities, vessel additions and dispositions, and foreign currency rates.
Dollars) 2025 2024 Net cash flow provided by operating activities 301,767 467,185 Net cash flow used for financing activities (129,770) (416,448) Net cash flow provided by investing activities 80,426 157,496 Net Operating Cash Flow Our consolidated net cash flow from operating activities fluctuates primarily as a result of changes in vessel utilization and TCE rates, changes in interest rates, fluctuations in working capital balances, the timing and amount of dry-docking expenditures, repairs and maintenance activities, vessel additions and dispositions, and foreign currency rates.
During the third and fourth quarters of 2024, three chartered-in Aframax / LR2 tankers were redelivered to their owners following the expiry of their time chartered-in contracts.
Time Chartered-in Vessels During the first and third quarters of 2025, Teekay Tankers redelivered two chartered-in Aframax / LR2 tanker to their owners following the expiry of their time chartered-in contracts.
A further objective is ensuring an appropriate return. Teekay Parent’s total liquidity, including cash, cash equivalents and short-term investments, was $183.4 million as at December 31, 2024, compared to $287.4 million as at December 31, 2023.
Teekay Parent’s total liquidity, including cash, cash equivalents and short-term investments, was $120.2 million as at December 31, 2025, compared to $183.4 million as at December 31, 2024.

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Biggest changeKrediet has served as a partner at Anholt Services (USA) Inc., a wholly-owned subsidiary of Kattegat Trust, which oversees the trust’s globally diversified investment portfolio. Prior to that, Mr. Krediet acted as Principal at Compass Group Management LLC, the manager of Compass Diversified Holdings (NYSE: CODI), from 2010 to 2013, and as Vice President from 2006 to 2009.
Biggest changeMr. Krediet brings over 20 years of experience as a financial investment professional to these roles. Since 2023, he has served as a partner at Anholt Services (USA) Inc., which oversees the globally diversified investment portfolio of The Kattegat Trust, which owns Kattegat Limited and Anholt Services (USA) Inc. Mr.
Our Audit Committee is currently comprised of director Heidi Locke Simon as sole member and Chair, while directors Peter Antturi and Rudolph Krediet act as non-voting observers. The Board has determined that Ms. Locke Simon is financially literate and qualifies as an "audit committee financial expert", as such term is defined in the rules of the SEC.
Our Audit Committee is comprised of director Heidi Locke Simon as sole member and Chair, while directors Peter Antturi and Rudolph Krediet act as non-voting observers. The Board has determined that Ms. Locke Simon is financially literate and qualifies as an audit committee financial expert, as such term is defined in the rules of the SEC.
Starting in 2013, employees who provide services to our publicly-traded subsidiary, Teekay Tankers, received a proportion of their annual equity compensation award under the Teekay Tankers' 2007 Long-Term Incentive Plan (and, from 2023 onwards, under Teekay Tankers' 2023 Long-Term Incentive Plan, which replaced the 2007 Long-Term Incentive Plan), depending on their level of contribution towards the applicable subsidiary.
Starting in 2013, employees who provide services to our publicly-traded subsidiary, Teekay Tankers, received a proportion of their annual equity compensation award under the Teekay Tankers' 2007 Long-Term Incentive Plan (and, from 2023 onwards, under Teekay Tankers' 2023 Long-Term Incentive Plan, which replaced the 2007 Long-Term Incentive Plan), depending on their level of contribution towards Teekay Tankers.
Each of the committees is currently comprised of independent members and operates under a written charter adopted by the Board. The committee charters are available under “Investors – Teekay Corporation Ltd. – Governance” from the home page of our website at www.teekay.com . During 2024, the Board held five meetings, and each director attended all Board meetings.
Each of the committees is currently comprised of independent members and operates under a written charter adopted by the Board. The committee charters are available under “Investors – Teekay Corporation Ltd. – Governance” from the home page of our website at www.teekay.com . During 2025, the Board held five meetings, and each director attended all Board meetings.
The Board has determined that each of the current members of the Board, other than Kenneth Hvid, Teekay’s President and Chief Executive Officer, has no material relationship with Teekay (either directly or as a partner, shareholder or officer of an organization that has a relationship with Teekay), and is independent within the meaning of our director independence standards, which reflect the New York Stock Exchange (or NYSE ) director independence standards as currently in effect and as they may be changed from time to time.
The Board has determined that each of the current members of the Board, other than Kenneth Hvid, Teekay’s President and Chief Executive Officer and Brody Speers, Teekay's Chief Financial Officer, has no material relationship with Teekay (either directly or as a partner, shareholder or officer of an organization that has a relationship with Teekay), and is independent within the meaning of our director independence standards, which reflect the New York Stock Exchange (or NYSE ) director independence standards as currently in effect and as they may be changed from time to time.
Under SEC rules, a person or entity beneficially owns any shares that the person or entity (a) has or shares voting or investment power over or (b) has the right to acquire as of April 30, 2025 (60 days after March 1, 2025) through the exercise of any common stock option or other right.
Under SEC rules, a person or entity beneficially owns any shares that the person or entity (a) has or shares voting or investment power over or (b) has the right to acquire as of April 30, 2026 (60 days after March 1, 2026) through the exercise of any common stock option or other right.
He served as Teekay’s Chief Strategy Officer and Executive Vice President from 2011 to 2015, and as President and Chief Executive Officer of Teekay Offshore Group Ltd. from 2015 to 2016. Mr. Hvid has more than 35 years of global shipping experience, 12 of which were spent with A.P. Moller in Copenhagen, San Francisco and Hong Kong. Additionally, Mr.
He served as Teekay Corporation Ltd.’s Chief Strategy Officer and Executive Vice President from 2011 to 2015, and as President and Chief Executive Officer of Teekay Offshore Group Ltd. from 2015 to 2016. Mr. Hvid has more than 35 years of global shipping experience, 12 of which were spent with A.P. Moller in Copenhagen, San Francisco and Hong Kong.
Teekay Tankers' subsidiaries are party to a collective bargaining agreement with the Philippine Seafarers’ Union and the National Union of Seafarers of India (NUSI), each of which is an affiliate of the International Transport Workers’ Federation (or ITF ), and an agreement with ITF London that cover substantially all of Teekay Tankers' officers and seafarers that operate its vessels.
Our subsidiaries are party to a collective bargaining agreement with the Philippine Seafarers’ Union and the National Union of Seafarers of India (NUSI), each of which is an affiliate of the International Transport Workers’ Federation (or ITF ), and an agreement with ITF London that cover substantially all of our officers and seafarers that operate our vessels.
Speers worked as a Chartered Professional Accountant for an accounting firm in Vancouver, Canada. Mr. Speers is also a Chartered Business Valuator. Compensation of Directors and Senior Management Director Compensation Each of our non-employee directors receives compensation for attending meetings of the Board, as well as committee meetings.
Prior to joining Teekay in 2008, Mr. Speers worked as a Chartered Professional Accountant for an accounting firm in Vancouver, Canada. Mr. Speers is also a Chartered Business Valuator. Compensation of Directors and Senior Management Director Compensation Each of our non-employee directors receives compensation for attending meetings of the Board, as well as committee meetings.
Prior to this appointment, he served in several senior financial positions, including as Vice President, Finance of Teekay since 2018, Treasurer of Teekay since 2022 and as Chief Financial Officer of Teekay Gas Group Ltd., a company that provided services to Teekay LNG Partners L.P. and its affiliates, in 2017 and 2018. Prior to joining Teekay in 2008, Mr.
Prior to his appointment as Chief Financial Officer, he served in several senior financial positions, including as Vice President, Finance of Teekay Corporation Ltd. since 2018, Treasurer of Teekay Corporation Ltd. since 2022 and as Chief Financial Officer of Teekay Gas Group Ltd., a company that provided services to Teekay LNG Partners L.P. and its affiliates, in 2017 and 2018.
Share Ownership The following table sets forth certain information regarding beneficial ownership, as of March 1, 2025, of our common shares by our directors and executive officers as a group, described above under "--Directors and Senior Management" as at the date of this Annual Report. The information is not necessarily indicative of beneficial ownership for any other purpose.
Share Ownership The following table sets forth certain information regarding beneficial ownership, as of March 1, 2026, of our common shares by our directors and executive officers as a group, described above under "--Directors and Senior Management". The information is not necessarily indicative of beneficial ownership for any other purpose.
Crewing and Staff As at December 31, 2024, the Teekay Group employed approximately 2,000 seagoing staff serving on vessels owned and managed by us, and approximately 330 shore-based personnel, compared to approximately 2,000 seagoing and 300 shore-based personnel as at December 31, 2023 and 2,100 seagoing and 370 shore-based personnel as at December 31, 2022.
Crewing and Staff As at December 31, 2025, the Teekay Group employed approximately 1,800 seagoing staff serving on vessels owned and managed by us, and approximately 330 shore-based personnel, compared to approximately 2,000 seagoing and 330 shore-based personnel as at December 31, 2024 and 2,000 seagoing and 300 shore-based personnel as at December 31, 2023.
Hvid has served on the board of Gard P. & I. (Bermuda) Ltd. since 2007. Brody Speers was appointed as Chief Financial Officer of Teekay and of Teekay Tankers in August 2024.
Additionally, Mr. Hvid has served on the board of Gard P. & I. (Bermuda) Ltd. since 2007. Brody Speers was appointed as Chief Financial Officer of Teekay Corporation Ltd. and of Teekay Tankers Ltd. in August 2024, and as director of Teekay Corporation Ltd. in May 2025.
The members of the Audit Committee, former Compensation and Human Resources Committee and former Nominating and Governance Committee attended all committee meetings in 2024. Audit Committee Our Audit Committee is comprised of directors who satisfy applicable NYSE and SEC audit committee independence standards.
The members of the Audit Committee and Nominating, Governance and Compensation Committee attended all committee meetings in 2025. 61 Audit Committee Our Audit Committee is comprised of directors who satisfy applicable NYSE and SEC audit committee independence standards.
Teekay Tankers' subsidiaries are also party to collective bargaining agreements with various Australian maritime unions that cover officers and seafarers employed through Teekay Tankers' Australian operations. Teekay Tankers believes its relationships with these labor unions are good, with long-term collective bargaining agreements that demonstrate commitment from both parties.
Our subsidiaries are also party to collective bargaining agreements with various Australian maritime unions that cover officers and seafarers employed through our Australian operations. We believe our relationships with these labor unions are good, with long-term collective bargaining agreements that demonstrate commitment from both parties.
As at December 31, 2024 , we had reserved pursuant to our 2023 Plan, 10,254,117 ( December 31, 2023 – 11,324,227) common shares. During 2024, we did not grant any options to acquire common shares.
As at December 31, 2025, we had reserved pursuant to our 2023 Plan, 7,593,824 (December 31, 2024 – 10,254,117) common shares. During 2025, we did not grant any options to acquire common shares.
Excludes 566,842 common shares subject to stock options that may become exercisable after April 30 2025 under the plans with a weighted average exercise price of $4.25, that expire between June 30, 2032 and June 7, 2033. Also includes 685,569 restricted stock units that have vested but have not been issued as at March 1, 2025.
Excludes 132,884 common shares subject to stock options that may become exercisable after April 30, 2026 under the plans with a weighted average exercise price of $5.81, that expire between June 30, 2032 and June 7, 2033. Includes 253,509 restricted stock units that have vested but have not been issued as at March 1, 2026.
The outstanding options under the 2023 Plan and the Prior Plans as at December 31, 2024 are exercisable at prices ranging from $2.88 to $43.99 per share, with a weighted-average exercise price of $7.66 per share and expire between March 9, 2025 and June 7, 2033.
The outstanding options under the Plans as at December 31, 2025 are exercisable at prices ranging from $2.88 to $10.18 per share, with a weighted-average exercise price of $7.87 per share and expire between March 7, 2026 and June 7, 2033.
The Audit Committee assists the Board in fulfilling its responsibilities for general oversight of: • the integrity of our consolidated financial statements; • our compliance with legal and regulatory requirements; • the independent auditors’ qualifications and independence; and • the performance of our internal audit function and independent auditors. 62 Nominating, Governance and Compensation Committee Our Nominating, Governance and Compensation Committee is comprised of directors who satisfy applicable NYSE compensation committee independence standards.
The Audit Committee assists the Board in fulfilling its responsibilities for general oversight of: • the integrity of our consolidated financial statements; • our compliance with legal and regulatory requirements; • the independent auditors’ qualifications and independence; and • the performance of our internal audit function and independent auditors.
Members of the Audit Committee received annual cash fees of $15,000. Members of the former Compensation and Human Resources Committee and former Nominating and Governance Committee received annual cash fees of $10,000. The Chairs during 2024 of the Audit Committee and Compensation and Human Resources Committee received annual cash fees of $25,000 and $20,000, respectively.
Non-Chair members of the Nominating, Governance and Compensation Committee received annual cash fees of $10,000. The Chairs of the Audit Committee and Nominating, Governance and Compensation Committee received annual cash fees of $25,000 and $15,000, respectively.
Our directors and executive officers as of the date of this Annual Report and their ages as of December 31, 2024, are listed below: Name Age Position Peter Antturi 66 Director (1)(4) Rudolph Krediet 47 Director (2)(4) Heidi Locke Simon 57 Chair (3) Poul Karlshoej 43 Director (1) Kenneth Hvid 56 Director, President and Chief Executive Officer Brody Speers 41 Chief Financial Officer (1) Member of Nominating, Governance and Compensation Committee.
"Please also read "Item 7 - Major Shareholders and Related Party Transactions - Related Party Transactions." Our directors and executive officers as of the date of this Annual Report and their ages as of December 31, 2025, are listed below: Name Age Position Peter Antturi 67 Director (1)(4) Rudolph Krediet 48 Director (2)(4) Heidi Locke Simon 58 Chair (3) Poul Karlshoej 44 Director (1) Kenneth Hvid 57 Director, President and Chief Executive Officer Brody Speers 42 Director, Chief Financial Officer (1) Member of Nominating, Governance and Compensation Committee.
They continue to allocate their time between managing our business and affairs as such officers and the business and affairs of Teekay Tankers. The amount of time Messrs. Hvid and Speers allocate between our business and that of Teekay Tankers may vary from time to time depending on the various circumstances and needs of the businesses.
Hvid and Speers allocate between our business and that of Teekay Tankers may vary from time to time depending on the various circumstances and needs of the businesses.
The long-term incentive plan provides a balance against short-term decisions and encourages a longer time horizon for decisions. This program consists of grants of stock options and restricted stock units. During June 2024, Teekay granted 87,214 restricted stock units to employees other than its executive officers, and also granted 186,443 restricted stock units to its executive officers.
The long-term incentive plan provides a balance against short-term decisions and encourages a longer time horizon for decisions. This program consists of grants of stock options and restricted stock units. During 2025, Teekay did not grant stock options or restricted stock units to employees or its executive officers.
For additional information on the relationships between Resolute and certain of our directors, please see “Item 7 – Major Shareholders and Certain Relationships and Related Party Transactions – Relationships with our Major Shareholder”. 63 (2) Each director is expected to hold shares or certain other types of awards of Teekay or Teekay Tankers having a value of at least three times the value of the annual equity retainer paid to them for their Board service no later than the sixth anniversary of the date on which the director joined the Board or any subsequent increase in the equity retainer.
(2) Each director is expected to hold shares or certain other types of awards of Teekay having a value of at least three times the value of the annual equity retainer paid to them for their Board service no later than the sixth anniversary of the date on which the director joined the Board or any subsequent increase in the equity retainer.
The Board is divided into three classes, with members of each class elected to hold office for a term of three years in accordance with the classification indicated below or until his or her successor is elected and qualified. Director Kenneth Hvid was elected at the 2024 annual meeting and has a term expiring in 2027.
The Board is divided into three classes, with members of each class elected to hold office for a term of three years in accordance with the classification indicated below or until his or her successor is elected and qualified. Directors Peter Antturi and Poul Karlshoej were elected at the 2025 annual meeting of shareholders and have terms expiring in 2028.
The committee membership currently includes directors Rudolph Krediet (Chair), Peter Antturi and Poul Karlshoej. In considering the independence from management of the members of the committee, the Board considered the members’ relationships with our largest shareholder and its parent company.
In considering the independence from management of the members of the committee, the Board considered the members’ relationships with our largest shareholder and its parent company.
The compensation of those executive officers (other than any awards under Teekay Tankers' long-term incentive plan) was set and paid by us or our subsidiaries. In addition to any awards Teekay Tankers granted to our executive officers under its long-term incentive plans, Teekay Tankers reimbursed us for time spent by our executive officers on Teekay Tankers' management matters.
The compensation of these executive officers (other than any awards under Teekay’s equity incentive plan) is set and paid by Teekay Tankers or its subsidiaries. In addition to any awards Teekay may grant to these executive officers under its equity incentive plan, Teekay reimburses Teekay Tankers for time spent by these executive officers on Teekay’s management matters.
These executive officers and senior employees have to comply with these guidelines within five years after joining Teekay or achieving a position covered by the guidelines. (3) Each director and executive officer, except Kenneth Hvid, our President and Chief Executive Officer, beneficially owns less than 1% of the outstanding common shares. As of March 1, 2025, Mr.
These executive officers and senior employees are to comply with these guidelines within five years after joining Teekay or achieving a position covered by the guidelines. (3) Each director and executive officer beneficially owns less than 1% of the outstanding common shares. Disclosure of a Registrant's Action to Recover Erroneously Awarded Compensation Not applicable.
Hvid joined Teekay in 2000 and was promoted to Senior Vice President, Teekay Gas Services, in 2004 and to President of the Teekay Navion Shuttle Tankers and Offshore division in 2006.
(now known as Altera Infrastructure GP L.L.C.) from 2011 to 2020. Mr. Hvid joined Teekay Corporation Ltd. in 2000 and was promoted to Senior Vice President, Teekay Gas Services, in 2004 and to President of the Teekay Navion Shuttle Tankers and Offshore division in 2006.
He previously served as the Chair of Teekay Tankers’ board of directors from 2019 to 2024. In addition to these roles, he previously served as a director of Teekay GP L.L.C., the general partner of Teekay LNG Partners L.P.
In addition to these roles, he previously served as a director of Teekay GP L.L.C., the general partner of Teekay LNG Partners L.P. (now known as Seapeak LLC), from 2011 to 2015 and from 2018 to 2022 (including serving as Chair from 2019 to 2022), and as a director of Teekay Offshore GP L.L.C.
This reimbursement was a component of the management fee Teekay Tankers paid to us pursuant to the Management Agreement.
This reimbursement is a component of the management fee Teekay pays to Teekay Tankers pursuant to the management services agreements.
Karlshoej holds a degree in Agriculture Business from Colorado State University. 60 Kenneth Hvid has served as Teekay’s President and Chief Executive Officer since 2017 and joined the board of directors in 2019. He has also served on the board of directors of Teekay Tankers since 2017 and was appointed as its President and Chief Executive Officer in August 2024.
He has also served on the board of directors of Teekay Tankers Ltd. since 2017 and was appointed as its President and Chief Executive Officer in August 2024. He previously served as the Chair of Teekay Tankers Ltd.’s board of directors from 2019 to 2024.
Prior to that, he acted as Vice President at CPM Roskamp Champion, a global leader in the design and manufacturing of oil seed processing equipment, from 2003 to 2004. Mr. Krediet holds an MBA from the Darden Graduate School of Business at the University of Virginia.
Krediet acted as Principal at Compass Group Management LLC, the manager of Compass Diversified Holdings (NYSE: CODI), from 2010 to 2013, and as Vice President from 2006 to 2009. Prior to that, he acted as Vice President at CPM Roskamp Champion, a global leader in the design and manufacturing of oil seed processing equipment, from 2003 to 2004. Mr.
Teekay Tankers granted stock options from 2014 to 2019 to certain senior employees. Stock options vest one-third on each of the first three years and expire ten years after the date of their grant. Board Practices Our Board currently consists of five members as listed above under "--Directors and Senior Management".
Teekay Tankers granted stock options from 2014 to 2019 to certain senior employees and thereafter granted restricted stock units to certain senior employees. Board Practices Our Board currently consists of six members as listed above under "Directors and Senior Management".
Identity of Person or Group Shares Owned Percent of Class All directors and executive officers as a group (6 persons) (1)(2) 2,538,699 3.0% (3) ____________________________ (1) Includes 1,725,925 common shares subject to stock options exercisable as of April 30, 2025 under our equity incentive plans with a weighted-average exercise price of $5.44 that expire between March 7, 2026 and June 7, 2033.
Unless otherwise indicated, each person has sole voting and investment power (or shares such powers with his or her spouse) with respect to the shares set forth in the following table. 62 Identity of Person or Group Shares Owned Percent of Class All directors and executive officers as a group (6 persons) (1)(2) 997,235 1.15% (3) ____________________________ (1) Includes 403,082 common shares subject to stock options exercisable as of April 30, 2026 under our equity incentive plans with a weighted-average exercise price of $6.46 that expire between March 6, 2027 and June 7, 2033.
Directors Heidi Locke Simon and Rudolph Krediet have terms expiring in 2026. Heidi Locke Simon currently serves as Chair of the Board. There are no service contracts between us and any of our directors providing for benefits upon termination of their employment or service.
There are no service contracts between us and any of our directors providing for benefits upon termination of their employment or service.
Heidi Locke Simon joined the board of Teekay in 2017 and was appointed as its Chair in December 2024. She also joined the board of directors of Teekay Tankers and was appointed as its Chair in December 2024. She serves as the Chair of Teekay’s Audit Committee.
Krediet holds an MBA from the Darden Graduate School of Business at the University of Virginia. Heidi Locke Simon joined the board of Teekay Corporation Ltd. in 2017 and was appointed as its Chair in December 2024. She also joined the board of directors of Teekay Tankers Ltd. and was appointed as its Chair in December 2024.
In addition, she previously served as a director of Teekay GP L.L.C., the general partner of Teekay LNG Partners L.P. (now known as Seapeak LLC), from 2021 to 2022. Ms. Locke Simon brings over 30 years of experience to these roles. She was formerly a partner at Bain & Company and an Investment Banking Analyst at Goldman Sachs. Ms.
She currently serves as the Chair of Teekay Corporation Ltd.’s Audit Committee and as a member of Teekay Tankers Ltd.’s Audit Committee. In addition to these roles, she previously served as a director of Teekay GP L.L.C., the general partner of Teekay LNG Partners L.P. (now known as Seapeak LLC), from 2021 to 2022. Ms.
Karlshoej joined Anholt Services (USA), Inc., a wholly-owned subsidiary of Kattegat Trust, which oversees the trust's globally diversified investment portfolio, in 2018, and serves on its Investment Committee. In addition, Mr. Karlshoej is involved in a number of commercial ventures in real estate development and agriculture, both as an owner and investor. Mr.
Prior to these roles, he served in various business development, commercial management and chartering roles within the Teekay group in its offshore and tanker segments. Mr. Karlshoej joined Anholt Services (USA) Inc., a wholly-owned subsidiary of The Kattegat Trust, which oversees the trust’s globally diversified investment portfolio, in 2018, and currently serves on its Investment Committee. In addition, Mr.
In June 2022, we authorized 5,000,000 additional common shares to be reserved for issuance pursuant to the 2013 Equity Incentive Plan. In March 2023, we adopted the 2023 Equity Incentive Plan (or the 2023 Plan ) and suspended our 2013 Equity Incentive Plan. We did not increase our share reserve further in connection with the adoption of the 2023 Plan.
Options to Purchase Securities from Registrant or Subsidiaries In March 2023, we adopted the 2023 Equity Incentive Plan (or the 2023 Plan ) and suspended our 2013 Equity Incentive Plan (or the 2013 Plan and, together with the 2023 Plan, the Plans ). We did not increase our share reserve in connection with the adoption of the 2023 Plan.
The five non-employee directors who served on the Board during 2024 (including former directors David Schellenberg and Alan Semple but not including new director Poul Karlshoej) received aggregate cash fees of $580,000 for their Board and Board committee service during 2024. The Chair of the Board during 2024 received an annual cash retainer of $155,000.
The four non-employee directors who served on the Board during 2025 received aggregate cash fees of $310,000 for their Board and Board committee service during 2025. During 2025, the Chair of the Board received an annual cash retainer of $100,000. Each non-employee director (other than the Chair of the Board) received an annual cash retainer of $50,000.
Through our global manning organization comprised of offices in Manila, Philippines; Mumbai, India; and Sydney, Australia, we offer seafarers what we believe are competitive employment packages and comprehensive benefits. We also intend to provide opportunities for personal and career development, which relate to our philosophy of promoting internally.
We regard attracting and retaining motivated seagoing personnel as a top priority. Through our global manning organization comprised of offices in Singapore; Manila, Philippines; Mumbai, India; and Sydney, Australia, we offer seafarers what we believe are competitive employment packages and comprehensive benefits.
Locke Simon has served as a director of Compass Diversified Holdings (NYSE: CODI) since July 2023, where she is also a member of the Audit Committee. She has experience as a Board Chair from serving on several private company and non-profit organization boards. Ms.
Locke Simon brings over 30 years of experience to these roles. She was formerly a partner at Bain & Company and an Investment Banking Analyst at Goldman Sachs. Ms. Locke Simon has served as a director of Compass Diversified Holdings (NYSE: CODI) since July 2023, where she is also a member of the Audit Committee.
Subject to this oversight and supervision, our operations are managed by subsidiaries of Teekay Tankers pursuant to management services agreements. 59 Our President and Chief Executive Officer, Kenneth Hvid, and our Chief Financial Officer, Brody Speers, also serve as Teekay Tankers' President and Chief Executive Officer and Chief Financial Officer, respectively.
Our President and Chief Executive Officer, Kenneth Hvid, and our Chief Financial Officer, Brody Speers, also serve as Teekay Tankers' President and Chief Executive Officer and Chief Financial Officer, respectively. Messrs.
Item 6. Directors, Executive Officers and Employees Directors and Senior Management Our Board and executive officers oversee and supervise our operations.
Item 6. Directors, Executive Officers and Employees Directors and Senior Management Our Board and executive officers oversee and supervise our operations. Subject to this oversight and supervision, our operations are managed by subsidiaries of Teekay Tankers pursuant to management services agreements.
He serves as a member of Teekay's Nominating, Governance and Compensation Committee. Mr. Antturi brings over 30 years of financial and operational experience in the shipping industry to this role. Additionally, Mr. Antturi serves as an executive officer and director of Teekay’s largest shareholder, Resolute Investments, Ltd.
He also joined the board of Teekay Tankers Ltd. in 2021 and serves as a member of Teekay's Nominating, Governance and Compensation Committee. Additionally, Mr. Antturi serves as an executive officer and director of Teekay Corporation Ltd.’s largest shareholder, Resolute Investments, Ltd. (Resolute), as well as other subsidiaries and affiliates of Kattegat Limited, a parent company of Resolute. Mr.
Please read "Item 7 - Major Shareholders and Related Party Transactions - Related Party Transactions - Management Agreements." Long-Term Incentive Program Teekay’s long-term incentive program focuses on the returns realized by our shareholders and is intended to acknowledge and retain those executives who can influence our long-term performance.
This is comprised of base salary ($0.9 million), annual bonus ($4.4 million), inclusive of the $2.7 million cash bonus paid directly by Teekay, and pension and other benefits ($0.4 million). Long-Term Incentive Program Teekay’s long-term incentive program focuses on the returns realized by our shareholders and is intended to acknowledge and retain those executives who can influence our long-term performance.
The Chair of the Board during 2024 did not receive an additional cash retainer for his membership on Board committees. During 2024, each non-employee director also received a $135,000 annual retainer under our 2023 Equity Incentive Plan (or the 2023 Plan ) paid by way of a grant of restricted stock units or stock options.
During 2025, each non-employee director also received a $75,000 annual retainer under our 2023 Equity Incentive Plan (or the 2023 Plan ) payable by way of a grant of restricted stock units or stock options. Pursuant to this annual retainer, we granted 32,360 restricted stock units to our non-employee directors in June 2025 and no stock options.
Locke Simon holds an MBA from Harvard Business School and has completed various certifications in governance (including cybersecurity governance). Poul Karlshoej joined the boards of Teekay and Teekay Tankers in December 2024, and he serves as a member of the Nominating, Governance and Compensation Committee of each board.
She has experience as a Board Chair from serving on several private company and non-profit organization boards. Ms. Locke Simon holds an MBA from Harvard Business School and has completed various certifications in governance (including cybersecurity governance).
( Resolute ), as well as other subsidiaries and affiliates of Kattegat Limited, a parent company of Resolute. Mr. Antturi previously worked with Teekay from 1991 through 2005, serving as President of Teekay’s shuttle tanker division, and as Senior Vice President, Chief Financial Officer and Controller.
Antturi previously worked with Teekay from 1991 through 2005, serving as President of Teekay’s shuttle tanker division, as Senior Vice President, Chief Financial Officer and Controller. 59 Rudolph Krediet joined the board of Teekay Corporation Ltd. in 2017 and the board of Teekay Tankers Ltd. in December 2024, and he serves as chair of Teekay's Nominating, Governance and Compensation Committee.
(2) Chair of Nominating, Governance and Compensation Committee. (3) Chair of Audit Committee. (4) Non-voting observer on Audit Committee. Certain biographical information about each of these individuals included in the table above is set forth below: Peter Antturi join ed the board of Teekay in 2019, and has also served on the board of Teekay Tankers since 2021.
Certain biographical information about each of the individuals included in the table above is set forth below: Peter Antturi joined the board of Teekay Corporation Ltd. in 2019 and brings over 30 years of financial and operational experience in the shipping industry to this role.
Rudolph Krediet joined the board of Teekay in 2017 and serves as the Chair of its Nominating, Governance and Compensation Committee. He has also served on the board of Teekay Tankers since December 2024. Mr. Krediet brings over 20 years of experience as a financial investment professional to these roles. Additionally, since 2013, Mr.
Poul Karlshoej joined the boards of Teekay Corporation Ltd. and Teekay Tankers Ltd. in December 2024, and he serves as a member of the Nominating, Governance and Compensation Committees of both boards. He previously served as a board observer on the Teekay Corporation Ltd. board since 2019 and the Teekay Tankers Ltd. board since 2021, respectively.
Removed
Upon Teekay Tankers' December 31, 2024 acquisition from us of the Acquired Operations - including our remaining management services companies not previously owned by Teekay Tankers - Messrs. Hvid and Speers became employees of Teekay Tankers subsidiaries and they now provide services to us pursuant to management services agreements.
Added
Hvid and Speers are employees of a Teekay Tankers subsidiary and allocate their time between managing our business and affairs as such officers and the business and affairs of Teekay Tankers. The amount of time Mr.
Removed
"Please also read "Item 7 - Major Shareholders and Related Party Transactions - Related Party Transactions." Effective December 31, 2024, the following changes were made to our Board: director and Chair of the Board David Schellenberg and director and Chair of our Audit Committee Alan Semple retired from the Board, with Mr.
Added
(2) Chair of Nominating, Governance and Compensation Committee. (3) Chair of Audit Committee. (4) Non-voting observer on Audit Committee.
Removed
Semple being appointed as a director of Teekay Tankers and Mr.
Added
Karlshoej is involved in a number of commercial ventures in real estate development and agriculture, both as an owner and investor. Mr. Karlshoej holds a degree in Agriculture Business from Colorado State University. Kenneth Hvid has served as Teekay Corporation Ltd.’s President and Chief Executive Officer since 2017 and joined the board of directors in 2019.
Removed
Schellenberg continuing to serve on Teekay Tankers' board; Poul Karlshoej was appointed by our Board to fill one of the two resulting vacancies on our Board; the Board determined not to fill the remaining vacancy, and the size of the Board was decreased from six to five members; and Heidi Locke Simon was appointed as Chair of the Board and as Chair of the Board's Audit Committee.
Added
In addition, an aggregate cash bonus of $1.2 million was paid to certain active directors and directors who previously served on the board in the prior year.
Removed
In January 2025, the Board determined to combine the Compensation and Human Resources Committee and Nominating and Governance Committee into a newly established Nominating, Governance and Compensation Committee.
Added
The restricted stock awards granted to directors vested on their grant date. Annual Executive Compensation Our executive officers, including our CEO, Kenneth Hvid, and our CFO, Brody Speers, are employed by a Teekay Tankers subsidiary as Teekay Tankers’ CEO and CFO, respectively, and they provide services to Teekay pursuant to management services agreements between Teekay and Teekay Tankers.
Removed
He previously served as a board observer on the Teekay and Teekay Tankers boards since 2019 and 2021, respectively. Prior to these roles, he served in various business development, commercial management and chartering roles within the Teekay Group in its offshore and tanker segments. Mr.
Added
Please read "Item 7 - Major Shareholders and Certain Relationships and Related Party Transactions - Relationship and Management Agreements with Teekay Tankers." 60 Pursuant to the management services agreements, Teekay reimbursed Teekay Tankers a total of $0.3 million for time spent by Teekay Tankers’ employees Messrs. Hvid and Speers on Teekay management matters during the year ended December 31, 2025.
Removed
(now known as Seapeak LLC), from 2011 to 2015 and from 2018 to 2022 (including serving as Chair from 2019 to 2022), and as a director of Teekay Offshore GP L.L.C. (now known as Altera Infrastructure GP L.L.C.) from 2011 to 2020. Mr.
Added
In addition, Messrs. Hvid and Speers received from Teekay a cash bonus in the aggregate amount of $2.7 million during 2025. The aggregate compensation earned in 2025 by Teekay’s executive officers, including Messrs. Hvid and Speers, from Teekay and Teekay Tankers, was $5.7 million.
Removed
Each non-employee director (other than the Chair of the Board), who did not also serve on the Teekay Tankers board, received an annual cash retainer of $105,000. Each non-employee director (other than the Chair of the Board) who served on both the Teekay and Teekay Tankers boards received an annual cash retainer of $30,000 for services provided to Teekay.
Added
Directors Rudolph Krediet and Heidi Locke Simon have terms expiring in 2026 and intend to stand for re-election at the 2026 annual general meeting of shareholders. Director Heidi Locke Simon currently serves as the Chair of the Board. Directors Kenneth Hvid and Brody Speers have terms expiring in 2027.
Removed
Pursuant to this annual retainer, we granted 70,385 restricted stock units to our non-employee directors in June 2024 and no stock options. The restricted stock awards granted to directors vested on their grant date.
Added
Nominating, Governance and Compensation Committee Our Nominating, Governance and Compensation Committee is comprised of directors who satisfy applicable NYSE compensation committee independence standards. The committee membership includes directors Rudolph Krediet (Chair), Peter Antturi and Poul Karlshoej.
Removed
Annual Executive Compensation The aggregate compensation earned in 2024, excluding equity-based compensation described below, by Teekay’s executive officers, including Kenneth Hvid, Brody Speers and, up until August 2024, Kevin Mackay, was $5.8 million. This is comprised of base salary ($1.3 million), annual bonus ($3.9 million) and pension and other benefits ($0.6 million).
Added
We also intend to provide opportunities for personal and career development, which relate to our philosophy of promoting internally.
Removed
These amounts were paid primarily in Canadian Dollars, but are reported here in U.S. Dollars using an average exchange rate of 1.37 Canadian Dollars for each U.S. Dollar for 2024. Teekay’s annual bonus plan considers both company performance and team performance.
Added
For additional information on the relationships between Resolute and certain of our directors, please see “Item 7 – Major Shareholders and Certain Relationships and Related Party Transactions – Relationships with Our Major Shareholder”.
Removed
Prior to Teekay Tankers' December 31, 2024 acquisition from us of the Acquired Operations, our executive officers were employed directly by one or more of our subsidiaries and their compensation was paid directly by us.
Removed
Certain of our executive officers provided services to Teekay Tankers pursuant to a long-term management agreement entered into between a Teekay subsidiary and Teekay Tankers in connection with Teekay Tankers’ initial public offering (or the Management Agreement ).
Removed
As of December 31, 2024, our executive officers are employed by Teekay Tankers subsidiaries and they provide services to us pursuant to management services agreements, with the compensation of those executive officers (other than any awards under our long-term incentive plan described below) being set and paid by Teekay Tankers or its subsidiaries.
Removed
In addition to any awards we may grant to our executive officers under our long-term incentive plans, we will reimburse Teekay Tankers for time spent by our executive officers on our management matters. This reimbursement is a component of the management fee we pay to Teekay Tankers pursuant to the management services agreements.
Removed
All grants in 2024 were made under our 2023 Plan. 61 Options to Purchase Securities from Registrant or Subsidiaries In March 2013, we adopted the 2013 Equity Incentive Plan and suspended the 1995 Stock Option Plan and the 2003 Equity Incentive Plan (collectively referred to as the Prior Plans ).
Removed
Director Peter Antturi has a term expiring in 2025 and intends to stand for re-election at the 2025 annual general meeting of shareholders. Director Poul Karlshoej was appointed to fill a board vacancy in December 2024, and intends to stand for re-election at the 2025 annual general meeting of shareholders.

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Item 7. Management's Discussion & Analysis

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

21 edited+3 added−6 removed2 unchanged
Biggest changeRelationship and Management Agreements with Teekay Tankers Please see “Item 4C – Information on the Company – Organizational Structure” for information about our ownership interests in Teekay Tankers. 64 Teekay Tankers’ organizational documents provide that Teekay may pursue business opportunities attractive to both parties and of which either party becomes aware.
Biggest changeTeekay Tankers’ organizational documents provide that Teekay may pursue business opportunities attractive to both parties and of which either party becomes aware. These business opportunities may include, among other things, opportunities to charter-out, charter-in or acquire oil tankers or to acquire tanker businesses. Management Agreement.
Unless otherwise indicated, each person or entity has sole voting and investment power with respect to the shares set forth in the following table. Identity of Person or Group Shares Owned Percent of Class (3) Resolute Investments, Ltd.
Unless otherwise indicated, each entity or group listed below has sole voting and investment power with respect to the shares set forth in the following table. Identity of Person or Group Shares Owned Percent of Class (3) Resolute Investments, Ltd.
In addition, a person or entity beneficially owns any shares that the person or entity has the right to acquire as of April 30, 2025 (60 days after March 1, 2025) through the exercise of any stock option or other right.
In addition, a person or entity beneficially owns any shares that the person or entity has the right to acquire as of April 30, 2026 (60 days after March 1, 2026) through the exercise of any stock option or other right.
One of our directors, Rudolph Krediet, is a partner at Anholt Services (USA) Inc., a wholly-owned subsidiary of Kattegat Limited, the parent company of Resolute. Another director, Poul Karlshoej, is a consultant at Anholt Services (USA) Inc. and serves on its Investment Committee, and is also a shareholder and director of Path.
One of our directors, Rudolph Krediet, is a partner at Anholt Services (USA) Inc., a wholly-owned subsidiary of Kattegat Limited. Another director, Poul Karlshoej, is a consultant at Anholt Services (USA) Inc. and serves on its Investment Committee, and is also a shareholder and director of Path.
Director Peter Antturi serves as an executive officer and director of Resolute and other Kattegat Limited subsidiaries and affiliates. Our Directors and Executive Officers Our directors also serve as directors of Teekay Tankers, including Ms. Locke Simon as Chair of Teekay Tankers.
Director Peter Antturi serves as an executive officer and director of Resolute and other Kattegat Limited subsidiaries and affiliates. Our Directors and Executive Officers Our directors, other than Brody Speers, also serve as directors of Teekay Tankers, including Ms. Locke Simon who serves as Chair of Teekay and Teekay Tankers.
(1) 31,936,012 38.2% Dimensional Fund Advisors LP (2) 5,767,594 6.9% ____________________________ (1) This information is based on the Schedule 13D/A (Amendment No. 14) filed by Resolute and Path with the SEC on February 20, 2025, which reports shared voting and shared dispositive power with respect to all shares.
(1) 31,936,012 36.8% Dimensional Fund Advisors LP (2) 5,326,069 6.1% ____________________________ (1) This information is based on the Schedule 13D/A (Amendment No. 14) filed by Resolute and Path with the SEC on February 20, 2025, which reports shared voting and shared dispositive power with respect to all shares.
(3) Based on a total of 83,539,538 outstanding common shares as of March 1, 2025. Our major shareholders have the same voting rights as our other shareholders. No corporation or foreign government or other natural or legal person owns more than 50% of our outstanding common shares.
(3) Based on a total of 86,778,532 outstanding common shares as of March 1, 2026. Our major shareholders have the same voting rights as our other shareholders. No corporation or foreign government or other natural or legal person owns more than 50% of our outstanding common shares.
Pursuant to the transfer of the Manager to Teekay Tankers effective December 31, 2024, any transaction fees payable under this arrangement will henceforth be paid to Teekay or its affiliates, as the case may be. Management Agreements with Teekay Tankers .
Pursuant to the transfer of the Manager to Teekay Tankers effective December 31, 2024, any transaction fees payable under this arrangement will be paid to Teekay or its affiliates.
For additional information on the relationships between Resolute and certain of our directors, please see the section titled "Item 7 – Major Shareholders and Certain Relationships and Related Party Transactions – Relationships with our Major Shareholder” below.
For additional information on the relationships between Resolute and certain of our directors, please see the section titled " – Relationships with Our Major Shareholder” below.
The ultimate controlling person of Resolute is Path, which is the trust protector for the trust that indirectly owns all of Resolute’s outstanding equity. Resolute’s beneficial ownership was 38.2% on March 1, 2025, and 35.1% on December 31, 2023.
The ultimate controlling person of Resolute is Path, which is the trust protector for the trust that indirectly owns all of Resolute’s outstanding equity. Resolute’s beneficial ownership was 36.8% on March 1, 2026, and 38.0% on December 31, 2024.
As of December 31, 2024, Teekay’s executive officers are employed by Teekay Tankers subsidiaries and they provide services to Teekay and its affiliates pursuant to management services agreements, with the compensation of those executive officers (other than any awards under Teekay’s long-term incentive plan) being set and paid by Teekay Tankers or its subsidiaries.
Effective December 31, 2024, Teekay's executive officers are employed by one of Teekay Tankers' subsidiaries and they provide services to Teekay pursuant to these agreements, with the compensation of those executive officers (other than any awards under Teekay's long-term incentive plan) being set and paid by Teekay Tankers' subsidiary.
Following Teekay Tankers' purchase from us effective December 31, 2024 of certain subsidiaries, including the Manager, Teekay Tankers no longer receives services from us under the Management Agreement. In connection with Teekay Tankers' acquisition of Tanker Investments Ltd.
Following Teekay Tankers’ acquisition of certain subsidiaries from Teekay (including the Manager) effective December 31, 2024, Teekay Tankers no longer receives services from Teekay under the Management Agreement. Management Agreements with Teekay Tankers .
Relationships with Our Major Shareholder As of March 1, 2025, Resolute owned approximately 38.2% of our outstanding common shares. The ultimate controlling person of Resolute is Path, which is the trust protector for the trust that indirectly owns all of Resolute’s outstanding equity.
Relationships with Our Major Shareholder As of March 1, 2026, Resolute owned approximately 36.8% of our outstanding common shares. The ultimate controlling person of Resolute is Path, which is the trust protector for The Kattegat Trust, which owns Kattegat Limited, which owns all of Resolute’s outstanding equity.
Item 7. Major Shareholders and Certain Relationships and Related Party Transactions Major Shareholders The following table sets forth information regarding beneficial ownership, as of March 1, 2025, of Teekay’s common shares by each person we know to beneficially own more than 5% of the common shares. Information for certain holders is based on their latest filings with the SEC.
Item 7. Major Shareholders and Certain Relationships and Related Party Transactions Major Shareholders The following table sets forth information regarding beneficial ownership, as of March 1, 2026, of Teekay’s common shares by each entity or group we know to beneficially own more than 5% of the common shares.
(2) This information is based on the Form 13F filed with the SEC by Dimensional Fund Advisors LP on February 13, 2025, which reports that Dimensional Fund Advisors has sole investment discretion with respect to 5,556,254 shares, shared investment discretion with respect to 211,340 shares, sole voting power with respect to 5,456,956, shared voting power with respect to 211,340 shares and no voting power with respect to 99,298 shares.
(2) This information is based on the Form 13F filed with the SEC by Dimensional Fund Advisors LP on February 13, 2026, which reports that Dimensional Fund Advisors has sole investment discretion with respect to 5,131,834 shares, shared investment discretion with respect to 194,235 shares, sole voting power with respect to 5,046,094, shared voting power with respect to 194,235 shares and no voting power with respect to 85,740 shares.
The number of shares beneficially owned by each person or entity is determined under SEC rules and the information is not necessarily indicative of beneficial ownership for any other purpose. Under SEC rules, a person or entity beneficially owns any shares as to which the person or entity has or shares voting or investment power.
Information for certain holders is based on their latest filings with the SEC. The number of shares beneficially owned by each entity or group is determined under SEC rules and the information is not necessarily indicative of beneficial ownership for any other purpose.
Our executive officers Kenneth Hvid and Brody Speers also serve as the President and Chief Executive Officer and Chief Financial Officer, respectively, of Teekay Tankers.
Our executive officers Kenneth Hvid and Brody Speers also serve as the President and Chief Executive Officer and Chief Financial Officer, respectively, of Teekay Tankers. 63 The Chief Executive Officer and Chief Financial Officer of Teekay Tankers are employed by a Teekay subsidiary that qualified as a related party to Teekay Tankers until Teekay Tankers acquired the subsidiary on December 31, 2024.
During 2024, 2023, and 2022, Teekay Tankers incurred fees of $37.0 million, $35.9 million and $32.2 million, respectively, for all of these services and during 2024, 2023, and 2022, the Manager paid to Teekay Tankers subsidiaries with which it subcontracted for certain services, $0.0 million, $0.3 million, and $0.9 million, respectively.
Pursuant to the Management Agreement, the Manager agreed to provide to Teekay Tankers technical, administrative and strategic services. During 2024 and 2023, Teekay Tankers incurred fees of $37.0 million and $35.9 million, respectively, for all of these services.
The manager under the Management Agreement is currently Teekay Services Limited (or the Manager ), which was previously a Teekay subsidiary until December 31, 2024, and is now a Teekay Tankers subsidiary as of the date of this Annual Report.
In connection with its initial public offering, Teekay Tankers entered into a comprehensive management agreement (the Management Agreement ) with a Teekay subsidiary as manager. The current manager under the Management Agreement is Teekay Services Limited (or the Manager ), which remained a Teekay subsidiary until its acquisition by Teekay Tankers on December 31, 2024.
Pursuant to agreements with Teekay, Teekay Tankers agreed to reimburse Teekay or its applicable subsidiaries for time spent by the executive officers in providing services to Teekay Tankers and its subsidiaries. For 2024, 2023 and 2022, these reimbursement obligations totaled approximately $4.1 million, $2.1 million and $1.7 million, respectively.
Prior to the acquisition, the executive officers' compensation (other than any awards under the long-term incentive plan of Teekay Tankers) was paid by Teekay through its subsidiary. Pursuant to agreements with Teekay, Teekay Tankers agreed to reimburse Teekay or its applicable subsidiaries for time spent by the executive officers in providing services to Teekay Tankers and its subsidiaries.
Teekay will reimburse Teekay Tankers for time spent by the executive officers on Teekay’s management matters. This reimbursement is a component of the management fee Teekay will pay to Teekay Tankers pursuant to the management services agreements. Other Please see "Item 18 – Financial Statements: Note 14 – Related Party Transactions” for information about other related party transactions.
Teekay reimburses Teekay Tankers for time spent by the executive officers on Teekay Parent's management matters. This reimbursement forms part of the management fee Teekay pays to Teekay Tankers pursuant to the management services agreements. In connection with Teekay Tankers' acquisition of Tanker Investments Ltd.
Removed
Until December 31, 2024, the Chief Executive Officer and Chief Financial Officer of Teekay Tankers were employees of Teekay's subsidiaries, and therefore their compensation (other than any awards under the long-term incentive plan of Teekay Tankers) was paid by Teekay or such other applicable entities.
Added
Under SEC rules, a person or entity beneficially owns any shares as to which the person or entity has or shares voting or investment power.
Removed
Effective December 31, 2024, the Chief Executive Officer and Chief Financial Officer of Teekay Tankers are employed directly by subsidiaries of Teekay Tankers.
Added
For 2024 and 2023, these reimbursement obligations totaled approximately $4.1 million and $2.1 million, respectively. Relationship and Management Agreements with Teekay Tankers Please see “Item 4C – Information on the Company – Organizational Structure” for information about our ownership interests in Teekay Tankers.
Removed
These business opportunities may include, among other things, opportunities to charter-out, charter-in or acquire oil tankers or to acquire tanker businesses. Management Agreement. In connection with its initial public offering, Teekay Tankers entered into the Management Agreement with a Teekay subsidiary as manager.
Added
Effective December 31, 2024, Teekay entered into management services agreements with Teekay Tankers and its subsidiaries pursuant to which Teekay Tankers and its subsidiaries provide services to Teekay for a management fee.
Removed
Pursuant to the Management Agreement, the Manager agreed to provide the following types of services to Teekay Tankers: commercial (primarily vessel chartering), technical (primarily vessel maintenance and crewing), administrative (primarily accounting, legal and financial) and strategic (primarily advising on acquisitions, strategic planning and general management of the business, including through access to Teekay's executive officers, who until December 31, 2024 were employees of Teekay subsidiaries).
Removed
Following Teekay Tankers' purchase from Teekay in 2018 of Teekay's subsidiary that previously provided commercial management and technical services for most of Teekay Tankers’ fleet, Teekay Tankers elected not to receive such services from Teekay.
Removed
Under the Management Agreement, Teekay Tankers paid fees for administrative and strategic services provided that reimbursed the Manager for its related direct and indirect expenses in providing such services and which included a profit margin.