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United Maritime Corp

United Maritime CorpUSEAEarnings & Financial Report

Nasdaq · freight transport

Navios Maritime Holdings Inc. is a multinational, vertically integrated seaborne shipping and logistics company focused on the transport and transshipment of drybulk commodities including iron ore, coal and grain.

What changed in United Maritime Corp's 20-F — 2024 vs 2025

Top changes in United Maritime Corp's 2025 20-F

552 paragraphs added · 554 removed · 404 edited across 5 sections

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

171 edited+61 added−52 removed318 unchanged
See “— Significant tariffs or other restrictions imposed on imports by the U.S. and related countermeasures taken by impacted foreign countries could have a material adverse effect on our operations and financial results.” In the past, political conflicts have also resulted in attacks on vessels, mining of waterways, and other efforts to disrupt international shipping, particularly in the Arabian Gulf region.
See “— Significant tariffs or other restrictions imposed on imports by the U.S. and related countermeasures taken by impacted foreign countries could have a material adverse effect on our operations and financial results.” In the past, other political conflicts have also resulted in attacks on vessels, mining of waterways, and other efforts to disrupt international shipping, particularly in the Arabian Gulf region.
Risks Relating to Our Company The market values of our vessels may decrease, which could limit the amount of funds that we can borrow in the future or trigger breaches of certain financial covenants under our current or future loan agreements and other financing agreements, and we may incur an impairment or, if we sell vessels following a decline in their market value, a loss.
Risks Relating to Our Company The market values of our vessels may decrease, which could limit the amount of funds that we can borrow or trigger breaches of certain financial covenants under our current or future loan agreements and other financing agreements, and we may incur an impairment or, if we sell vessels following a decline in their market value, a loss.
Inflation could have an adverse impact on our business and operating results and subsequently on our financial condition both directly through the increase of operating costs, including crew costs and materials necessary for the operation of our vessels and indirectly through its adverse impact on the world economy in terms of increasing interest rates and slowdown of global growth.
Inflation could have an adverse impact on our business and operating results and subsequently on our financial condition both directly through the increase in operating costs, including crew costs and materials necessary for the operation of our vessels and indirectly through its adverse impact on the world economy in terms of increasing interest rates and slowdown of global growth.
If central banks need to increase interest rates again, or if interest rates otherwise increase significantly, the resulting increase to the interest rates available to us on both existing loans on floating rate and new debt financings or refinancings we may pursue could adversely affect our cash flows and our ability to complete vessel acquisitions, take advantage of business opportunities, or respond to competitive pressures.
If central banks need to increase interest rates again or interest rates otherwise increase significantly, the resulting increase to the interest rates available to us on both existing loans on floating rate and new debt financings or refinancings we may pursue could adversely affect our cash flows and our ability to complete vessel acquisitions, take advantage of business opportunities, or respond to competitive pressures.
For example, there is a risk that we could fail to qualify for exemption under Section 883 of the Code for a particular taxable year if “non-qualified” shareholders with a five percent or greater interest in our common shares were, in combination with each other, to own 50% or more of outstanding common shares on more than half the days during the taxable year.
For example, there is a risk that we could fail to qualify for exemption under Section 883 of the Code for a particular taxable year if “non-qualified” shareholders with a five percent or greater interest in our common shares were, in combination with each other, to own 50% or more of our outstanding common shares on more than half the days during the taxable year.
EU member states have agreed upon a set of measures, which they can choose to apply against the listed countries, including, increased monitoring and audits, withholding taxes and non-deductibility of costs , and although we are not currently aware of any such measures being adopted, they can be adopted by one or more EU members states in the future.
EU member states have agreed upon a set of measures, which they can choose to apply against the listed countries, including, increased monitoring and audits, withholding taxes and non-deductibility of costs. Although we are not currently aware of any such measures being adopted, they can be adopted by one or more EU members states in the future.
We do not know (i) if the EU will once again add the Republic of the Marshall Islands to the list of non-cooperative jurisdictions, or add Liberia to the list, (ii) what actions any such jurisdiction may take, if any, to remove itself from such list if it should be placed back on the list of non-cooperative jurisdictions, (iii) how quickly the EU would react to any changes in legislation of the relevant jurisdictions, or (iv) how EU banks or other counterparties will react while we or our subsidiaries remain as entities organized and existing under the laws of listed countries during a period if the jurisdictions are placed on the list of non-cooperative jurisdictions.
We do not know (i) if the EU will once again add the Republic of the Marshall Islands to the list of non-cooperative jurisdictions, or add Liberia to the list, (ii) what actions any such jurisdiction may take, if any, to remove itself from such list if it should be placed back on the list of non-cooperative jurisdictions, (iii) how quickly the EU would react to any changes in legislation of the relevant jurisdictions, or (iv) how EU banks or other counterparties will react while we or any of our subsidiaries remain as entities organized and existing under the laws of listed countries during a period if the jurisdictions are placed on the list of non-cooperative jurisdictions.
Risk Factors” below, include but are not limited to the following: Risks Relating to Our Industry • general dry bulk market conditions, including fluctuations in charter hire rates, vessel values, vessel supply, and demand for vessels; • general economic, political, and business conditions and disruptions, including sanctions, public health, war, piracy, terrorist attacks, and other measures; • our dependence on index-linked charters; • global economic conditions and disruptions in world financial markets and the resulting governmental action; • significant tariffs or other restrictions imposed on imports and related countermeasures could have a material adverse effect on our operations and financial results; • compliance with, and our liabilities under, governmental, tax, environmental, and safety laws and regulations; • changes in governmental regulation, tax, and trade matters and actions taken by regulatory authorities; • inherent operational risks, weather damage, seasonal fluctuations, and inspection procedures of the dry bulk industry; • increased scrutiny of environmental, social, and governance matters; Risks Relating to Our Company • reliance on information systems and potential security breaches; • our borrowing availability under our loan agreements and other security agreements and compliance with the financial covenants therein, and ability to borrow new funds or refinance existing facilities; • our use of available funds, and the banks in which such funds are held; • capital expenditures and other costs, such as increased fuel prices, necessary to operate and maintain our fleet; • our dependence on a limited number of customers for a large part of our revenue; • technological developments which affect global trade flows and supply chains may affect our business and results of operations; • our dependence on our charterers and other counterparties fulfilling their obligations; • our ability to attract and retain key management personnel and potentially manage growth and improve our operations and financial systems and staff; • delays or defaults by the shipyards in the construction of newbuildings, or defaults in constructions; or delays cancellations or non-completion of deliveries of purchased vessels; • our ability to successfully and profitably employ our vessels; • conflicts of interest which may arise from our officers’ and directors’ association with the Parent; • labor interruptions, including failure of industry groups to renew industry-wide collective bargaining agreements; 5 Table of Contents • the aging of our fleet and vessel replacement; • our vessels becoming unavailable or going off-hire; • potential increased premium payments from protection and indemnity associations; • technological innovation and quality and efficiency requirements from our customers; • fluctuations in foreign currency exchange and interest rates, including volatility of SOFR and potential changes of the use of SOFR as a benchmark; • effects of worldwide inflationary pressures; • our dependence on the ability of our subsidiaries to distribute funds to us; • our ability to compete for charters; • our dependence on the Parent and its wholly-owned management subsidiaries to partly operate our business; • fraud, fraudulent, and illegal behavior, including the smuggling of drugs or other contraband onto our vessels; • arrest or requisition of our vessels; • potential cyber-attacks; Risks Relating to Our Common Shares • effects of U.S. federal tax on us and our shareholders; • volatility in the price of our common shares, the continuation of a liquid trading market, and dilution of shareholders; • the superior voting rights of our Series B Preferred Shares and any conflict of interest of the holder of such shares; • the effect of anti-takeover provisions of our organization documents; • our ability to pay dividends; • delisting of our common shares from the Nasdaq Capital Market; • compliance with economic substance requirements; • our ability to access the credit and capital markets at the times and in the amounts needed on acceptable terms; • other factors that may affect our financial condition, liquidity, results of operations, and ability to pay dividends; and Other Risk Factors • other risk factors discussed under “Item 3.
Risk Factors” below, include, but are not limited to, the following: Risks Relating to Our Industry • general dry bulk market conditions, including fluctuations in charter hire rates, vessel values, vessel supply, and demand for vessels; • general economic, political, and business conditions and disruptions, including sanctions, public health, war, piracy, terrorist attacks, and other measures; • our dependence on index-linked charters; • global economic conditions and disruptions in world financial markets and the resulting governmental action; • significant tariffs or other restrictions imposed on imports and related countermeasures could have a material adverse effect on our operations and financial results; • compliance with, and our liabilities under, governmental, tax, environmental, and safety laws and regulations; • changes in governmental regulation, tax, and trade matters and actions taken by regulatory authorities; • inherent operational risks, weather damage, seasonal fluctuations, and inspection procedures of the dry bulk industry; • increased scrutiny of environmental, social, and governance matters; Risks Relating to Our Company • reliance on information systems and potential security breaches; • our borrowing availability under our loan agreements and other security agreements and compliance with the financial covenants therein, and ability to borrow new funds or refinance existing facilities; • our use of available funds, and the banks in which such funds are held; • capital expenditures and other costs, such as increased fuel prices, necessary to operate and maintain our fleet; • our dependence on a limited number of customers for a large part of our revenue; • technological developments which affect global trade flows and supply chains may affect our business and results of operations; • our dependence on our charterers and other counterparties fulfilling their obligations; • our ability to attract and retain key management personnel and potentially manage growth and improve our operations and financial systems and staff; • delays or defaults by the shipyards in the construction of newbuildings, or defaults in constructions; or delays cancellations or non-completion of deliveries of purchased vessels; • our ability to successfully and profitably employ our vessels; • conflicts of interest which may arise from our officers’ and directors’ association with the Seanergy; • labor interruptions, including failure of industry groups to renew industry-wide collective bargaining agreements; 4 Table of Contents • the aging of our fleet and vessel replacement; • our vessels becoming unavailable or going off-hire; • potential increased premium payments from protection and indemnity associations; • technological innovation and quality and efficiency requirements from our customers; • fluctuations in foreign currency exchange and interest rates, including volatility of SOFR and potential changes of the use of SOFR as a benchmark; • effects of worldwide inflationary pressures; • our dependence on the ability of our subsidiaries to distribute funds to us; • our ability to compete for charters; • our dependence on Seanergy and its wholly-owned management subsidiaries to partly operate our business; • fraud, fraudulent, and illegal behavior, including the smuggling of drugs or other contraband onto our vessels; • arrest or requisition of our vessels; • potential cyber-attacks; Risks Relating to Our Common Shares • effects of U.S. federal tax on us and our shareholders; • volatility in the price of our common shares, the continuation of a liquid trading market, and dilution of shareholders; • the superior voting rights of our Series B Preferred Shares and any conflict of interest of the holder of such shares; • the effect of anti-takeover provisions of our organization documents; • our ability to pay dividends; • delisting of our common shares from the Nasdaq Capital Market; • compliance with economic substance requirements; • our ability to access the credit and capital markets at the times and in the amounts needed on acceptable terms; • other factors that may affect our financial condition, liquidity, results of operations, and ability to pay dividends; and Other Risk Factors • other risk factors discussed under “Item 3.
Additional discussion of the risks summarized in this risk factor summary, and other risks that we face, can be found below under the headings “Risks Relating to Our Industry,” “Risks Relating to Our Company,” and “Risks Relating to Our Common Shares” and should be carefully considered, together with other information in this annual report on Form 20-F and our other filings with the Commission, before making an investment decision regarding our common shares. 4 Table of Contents The principal risk factors, as more particularly described in this “Item 3.
Additional discussion of the risks summarized in this risk factor summary, and other risks that we face, can be found below under the headings “Risks Relating to Our Industry,” “Risks Relating to Our Company,” and “Risks Relating to Our Common Shares” and should be carefully considered, together with other information in this annual report on Form 20-F and our other filings with the Commission, before making an investment decision regarding our common shares. 3 Table of Contents The principal risk factors, as more particularly described in this “Item 3.
Significant levels of debt could have important consequences for 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 be unavailable on favorable terms, or at all; • we may need to use a substantial portion of our cash from operations to make principal and interest payments on our bank debt and financing liabilities, reducing the funds that would otherwise be available for operations, future business opportunities, and any future dividends to our shareholders; • our debt level could make us more vulnerable to competitive pressures or a downturn in our business or the economy generally than our competitors with less debt; and • our debt level may limit our flexibility in responding to changing business and economic conditions. 24 Table of Contents Our ability to service our indebtedness will depend upon, among other things, our future financial and operating performance, which will be affected by prevailing economic conditions and financial, business, regulatory, and other factors, some of which are beyond our control, as well as the interest rates applicable to our outstanding indebtedness.
Significant levels of debt could have important consequences for 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 be unavailable on favorable terms, or at all; • we may need to use a substantial portion of our cash from operations to make principal and interest payments on our bank debt and financing liabilities, reducing the funds that would otherwise be available for operations, future business opportunities, and any future dividends to our shareholders; • our debt level could make us more vulnerable to competitive pressures or a downturn in our business or the economy generally than our competitors with less debt; and • our debt level may limit our flexibility in responding to changing business and economic conditions. 25 Table of Contents Our ability to service our indebtedness will depend upon, among other things, our future financial and operating performance, which will be affected by prevailing economic conditions and financial, business, regulatory, and other factors, some of which are beyond our control, as well as the interest rates applicable to our outstanding indebtedness.
Our ability to manage our planned growth will primarily depend on our ability to: • generate excess cash flow so that we can invest without jeopardizing our ability to cover current and foreseeable working capital needs, including debt service; • finance our operations; • identify opportunities to enter other seaborne transportation sectors; • locate and acquire suitable vessels; • identify and consummate acquisitions or joint ventures; • integrate any acquired businesses or vessels, including those operating in sectors in which we do not currently operate, successfully with our existing operations; • hire, train, and retain qualified personnel and crew to manage and operate our growing business and fleet; and • expand our customer base, including in new sectors. 23 Table of Contents Growing any business by acquisitions presents numerous risks and challenges, such as obtaining acquisition financing on acceptable terms or at all, handling undisclosed liabilities and obligations, obtaining and/or maintaining additional qualified personnel, managing relationships with customers and suppliers, and integrating newly acquired operations into existing infrastructures.
Our ability to manage our planned growth will primarily depend on our ability to: • generate excess cash flow so that we can invest without jeopardizing our ability to cover current and foreseeable working capital needs, including debt service; • finance our operations; • identify opportunities to enter other seaborne transportation sectors; • locate and acquire suitable vessels; • identify and consummate acquisitions or joint ventures; • integrate any acquired businesses or vessels, including those operating in sectors in which we do not currently operate, successfully with our existing operations; • hire, train, and retain qualified personnel and crew to manage and operate our growing business and fleet; and • expand our customer base, including in new sectors. 24 Table of Contents Growing any business by acquisitions presents numerous risks and challenges, such as obtaining acquisition financing on acceptable terms or at all, handling undisclosed liabilities and obligations, obtaining and/or maintaining additional qualified personnel, managing relationships with customers and suppliers, and integrating newly acquired operations into existing infrastructures.
The stock markets in general, and the markets for dry bulk shipping and shipping stocks in particular, have experienced extreme volatility that has sometimes been unrelated to the operating performance of individual companies. These broad market fluctuations may adversely affect the trading price of our common shares.
The stock markets in general, and the markets for dry bulk shipping and shipping stocks in particular, have experienced extreme price and volume volatility that has sometimes been unrelated to the operating performance of individual companies. These broad market fluctuations may adversely affect the trading price of our common shares.
However, the cost of future cost of compliance and of our future EU emissions and costs to purchase an allowance for emissions (if we must purchase in order to comply) are unknown and difficult to predict, and are based on a number of factors, including the size of our fleet, our trips within and to and from the EU, and the prevailing cost of allowances.
The cost of future compliance and of our future EU emissions and costs to purchase an allowance for emissions (if we must purchase in order to comply) are unknown and difficult to predict, and are based on a number of factors, including the size of our fleet, our trips within and to and from the EU, and the prevailing cost of allowances.
In the event of a default that we cannot remedy, our lenders and other financing counterparties could then accelerate their indebtedness and foreclose on the respective vessels comprising our fleet. The loss of our vessels could have a material adverse effect on our business, results of operations, and financial condition.
In the event of a default that we cannot remedy, our lenders and other financing counterparties could then accelerate their indebtedness and foreclose on the respective vessels comprising our fleet. The loss of any of our vessels could have a material adverse effect on our business, results of operations, and financial condition.
Our Chairman and Chief Executive Officer has substantial control and influence over our management and affairs and over matters requiring shareholder approval, including the election of directors and significant corporate transactions, even though he owns significantly less than 50% of the Company economically.
Our Chairman and Chief Executive Officer has substantial influence over our management and affairs and over matters requiring shareholder approval, including the election of directors and significant corporate transactions, even though he owns significantly less than 50% of the Company economically.
Our issuance of additional common shares or other equity securities of equal or senior rank would have the following effects: • our existing shareholders’ proportionate ownership interest in us will decrease; • the amount of cash available for dividends payable per common share may decrease; • the relative voting strength of each previously outstanding common share may be diminished; and • the market price of our common shares may decline. 35 Table of Contents A possible “short squeeze” due to a sudden increase in demand of our common shares that largely exceeds supply may lead to further price volatility in our common shares.
Our issuance of additional common shares or other equity securities of equal or senior rank would have the following effects: • our existing shareholders’ proportionate ownership interest in us will decrease; • the amount of cash available for dividends payable per common share may decrease; • the relative voting strength of each previously outstanding common share may be diminished; and • the market price of our common shares may decline. 36 Table of Contents A possible “short squeeze” due to a sudden increase in demand of our common shares that largely exceeds supply may lead to further price volatility in our common shares.
Before the global economic financial crisis that began in 2008, China had one of the world’s fastest growing economies in terms of gross domestic product, or GDP, which had a significant impact on shipping demand.
Before the global financial crisis that began in 2008, China had one of the world’s fastest growing economies in terms of gross domestic product, or GDP, which had a significant impact on shipping demand.
Recent acts of terror perpetrated by Houthi rebels in the Red Sea region further heighten concerns about the impact on maritime transportation along key routes, such as the Red Sea route, affecting our shipping operations.
Acts of terror perpetrated by Houthi rebels in the Red Sea region further heighten concerns about the impact on maritime transportation along key routes, such as the Red Sea route, affecting our shipping operations.
Alternative reference rates may behave in a similar manner or have other disadvantages or advantages in relation to our future indebtedness and the transition to SOFR or other alternative reference rates in the future could have a material adverse effect on us.
Alternative reference rates may behave in a similar manner or have other disadvantages or advantages in relation to our future indebtedness and the transition to other alternative reference rates in the future could have a material adverse effect on us.
Given the potential magnitude of these proposed port-related fees and the many uncertainties surrounding their implementation, it is not possible at this time to fully predict the ultimate financial impact.
Given the potential magnitude of these port-related fees and the many uncertainties surrounding their implementation, it is not possible at this time to fully predict the ultimate financial impact.
During the year ended December 31, 2024, none of our vessels called on ports located in countries subject at that time to comprehensive sanctions and embargoes imposed by the U.S. government or countries identified by the U.S. government or other authorities as state sponsors of terrorism; however, our vessels may call on ports in these countries from time to time in the future on our charterers’ instructions, subject to any applicable insurance arrangements and prior approvals, if required.
During the year ended December 31, 2025, none of our vessels called on ports located in countries subject at that time to comprehensive sanctions and embargoes imposed by the U.S. government or countries identified by the U.S. government or other authorities as state sponsors of terrorism; however, our vessels may call on ports in these countries from time to time in the future on our charterers’ instructions, subject to any applicable insurance arrangements and prior approvals, if required.
In the absence of available financing or financing on favorable terms, we may be unable to complete vessel acquisitions, take advantage of business opportunities, or respond to competitive pressures. 12 Table of Contents Significant tariffs or other restrictions imposed on imports by the U.S. and related countermeasures taken by impacted foreign countries could have a material adverse effect on our operations and financial results.
In the absence of available financing or financing on favorable terms, we may be unable to complete vessel acquisitions, take advantage of business opportunities, or respond to competitive pressures. 11 Table of Contents Significant tariffs or other restrictions imposed on imports by the U.S. and related countermeasures taken by impacted foreign countries could have a material adverse effect on our operations and financial results.
Key Information—D. Risk Factors.” 6 Table of Contents Risks Relating to Our Industry Charter hire rates for dry bulk vessels are cyclical and volatile and the dry bulk market remains significantly below its historic high. This may adversely affect our earnings, revenue, and profitability and our ability to comply with our loan covenants or covenants in other financing agreements.
Key Information—D. Risk Factors.” 5 Table of Contents Risks Relating to Our Industry Charter hire rates for dry bulk vessels are cyclical and volatile and the dry bulk market remains significantly below its historic high. This may adversely affect our earnings, revenue, and profitability and our ability to comply with our loan covenants or covenants in other financing agreements.
Instead, the Act allows for the recognition by the Marshall Islands of foreign insolvency proceedings, the provision of foreign creditors with access to courts in the Republic of Liberia and the Marshall Islands, and the cooperation with foreign courts.
Instead, the implementing act allows for the recognition by the Marshall Islands of foreign insolvency proceedings, the provision of foreign creditors with access to courts in the Republic of Liberia and the Marshall Islands, and the cooperation with foreign courts.
The U.S. and the United Kingdom, among other countries, as well as the EU, have announced unprecedented economic sanctions and other penalties against certain persons, entities, and activities connected to Russia, including removing Russian-based financial institutions from the Society for Worldwide Interbank Financial Telecommunication payment system and restricting imports of Russian oil, liquefied natural gas, and coal.
The U.S. and the United Kingdom, among other countries, as well as the EU, have implemented unprecedented economic sanctions and other penalties against certain persons, entities, and activities connected to Russia, including removing Russian-based financial institutions from the Society for Worldwide Interbank Financial Telecommunication payment system and restricting imports of Russian oil, liquefied natural gas, and coal.
Such increases may further reduce the quantity of goods to be shipped, shipping time schedules, voyage costs and other associated costs, which could have an adverse impact on our charterers’ business, results of operations and financial condition and could thereby affect their ability to make timely charter hire payments to us and to employ our vessels.
Such increases may further reduce the quantity of goods to be shipped, shipping time schedules, voyage costs and other associated costs, which could have an adverse impact on our charterers’ business, operating results and financial condition and could thereby affect their ability to make timely charter hire payments to us and to employ our vessels.
If the USCG spends the full two years to finalize the corresponding enforcement standards, the current 2013 VGP scheme will remain in force until 2026.
If the USCG spends the full two years to finalize the corresponding enforcement standards, the current 2013 VGP scheme will remain in force until late 2026.
While our vessels are laid up, we will pay lay-up costs, but those vessels will not be able to earn any hire. 8 Table of Contents An over-supply of dry bulk vessel capacity may depress the current charter rates and vessel values and, in turn, adversely affect our profitability.
While our vessels are laid up, we will pay lay-up costs, but those vessels will not be able to earn any hire. 7 Table of Contents An over-supply of dry bulk vessel capacity may depress the current charter rates and vessel values and, in turn, adversely affect our profitability.
Our inspection of these vessels or other secondhand vessels prior to purchase does not provide us with the same knowledge about their condition and the cost of any required or anticipated repairs that we would have had if these vessels had been built for and operated exclusively by us.
Our inspection of these vessels or other secondhand vessels we may acquire prior to purchase does not provide us with the same knowledge about their condition and the cost of any required or anticipated repairs that we would have had if these vessels had been built for and operated exclusively by us.
However, there are factual circumstances beyond our control that could cause us not to have the benefit of the tax exemption under Section 883 in 2025 or future years and thereby cause us to become subject to U.S. federal income tax on our U.S. source shipping income.
However, there are factual circumstances beyond our control that could cause us not to have the benefit of the tax exemption under Section 883 in 2026 or future years and thereby cause us to become subject to U.S. federal income tax on our U.S. source shipping income.
During 2023 the attained EEXI for all our vessels have been calculated in accordance with regulation 23 of MARPOL Annex VI and the 2021 Guidelines on the method of calculation of the attained Energy Efficiency Existing Ship Index (EEXI) (resolution MEPC.333(76)) (EEXI Calculation Guidelines).
During 2023 the attained Energy Efficiency Existing Ship Index (EEXI) for all our vessels have been calculated in accordance with regulation 23 of MARPOL Annex VI and the 2021 Guidelines on the method of calculation of the attained EEXI then in effect (resolution MEPC.333(76)) (EEXI Calculation Guidelines).
These additional costs could reduce the volume of goods shipped, resulting in a decreased demand for vessels and have a negative impact on our business, revenues and customer relations. 20 Table of Contents Acts of piracy on ocean-going vessels could adversely affect our business.
These additional costs could reduce the volume of goods shipped, resulting in a decreased demand for vessels and have a negative impact on our business, revenues and customer relations. 21 Table of Contents Acts of piracy on ocean-going vessels could adversely affect our business.
We may not be successful in executing our growth plans and we may incur significant additional expenses and losses in connection therewith. Newbuilding projects are subject to risks that could cause delays. We may enter into newbuilding contracts in connection with our vessel acquisition strategy.
We may not be successful in executing our growth plans and we may incur significant additional expenses and losses in connection therewith. Newbuilding projects are subject to risks that could cause delays and/or additional and/or unforeseen expenses We may enter into newbuilding contracts in connection with our vessel acquisition strategy.
As of the date of this report, the majority of our vessels are employed under time charters which have a charter hire calculated at an index-linked rate based on the Baltic Capesize Index, or BCI, and the Baltic Panamax Index, or BPI, respectively.
As of the date of this report, all our vessels are employed under time charters which have a charter hire calculated at an index-linked rate based on the Baltic Capesize Index, or BCI, and the Baltic Panamax Index, or BPI, respectively.
Additional conventions, laws and regulations may be adopted which could limit our ability to do business or increase the cost of our doing business and which may materially adversely affect our operations. 19 Table of Contents Regulations relating to ballast water discharge may adversely affect our revenues and profitability.
Additional conventions, laws and regulations may be adopted which could limit our ability to do business or increase the cost of our doing business and which may materially adversely affect our operations. 20 Table of Contents Regulations relating to ballast water discharge may adversely affect our revenues and profitability.
Our exemption from the rules of Section 16 of the Exchange Act regarding sales of common shares by insiders means that you will have less data in this regard than shareholders of U.S. companies that are subject to the Exchange Act.
Our exemption from certain provisions of the rules of Section 16 of the Exchange Act regarding sales of common shares by insiders means that you will have less data in this regard than shareholders of U.S. companies that are subject to the Exchange Act.
We are subject, however, to the risk that we, our affiliated entities or our or their respective officers, directors, employees and agents may take action determined to be in violation of such anti-corruption laws, including the FCPA.
We are subject, however, to the risk that we, our affiliated entities or our or their respective officers, directors, employees and agents may take actions determined to be in violation of such anti-corruption laws, including the FCPA.
This could substantially impede the ability of public shareholders to benefit from a change in control and, as a result, may adversely affect the market price of our common shares and our shareholders’ ability to realize any potential change of control premium. 37 Table of Contents We may not be able to maintain compliance with the Nasdaq Capital Market’s continued listing requirements.
This could substantially impede the ability of public shareholders to benefit from a change in control and, as a result, may adversely affect the market price of our common shares and our shareholders’ ability to realize any potential change of control premium. We may not be able to maintain compliance with the Nasdaq Capital Market’s continued listing requirements.
In February 2023, the Republic of the Marshall Islands (among others) was again placed on the list of non-cooperative jurisdictions for lacking in the enforcement of economic substance requirement and was subsequently removed from such list in October 2023.
In February 2023, the Republic of the Marshall Islands (among others) was again placed by the EU on the list of non-cooperative jurisdictions for lacking in the enforcement of economic substance requirement and was subsequently removed from such list in October 2023.
Ships sailing in U.S. waters are required to employ a type-approved BWMS which is compliant with United States Coast Guard, or USCG, regulations. Amendments to the BWM Convention entered into force in June 2022 concerning commissioning testing of BWMS and the form of the International Ballast Water Management Certificate.
Ships sailing in U.S. waters are required to employ a type-approved BWMS which is compliant with United States Coast Guard (“USCG”) regulations. Amendments to the BWM Convention entered into force in June 2022 concerning commissioning testing of BWMS and the form of the International Ballast Water Management Certificate.
Interest rate derivatives may also be impacted by the transition to SOFR or to other alternative rates. 25 Table of Contents We depend on officers and directors who are associated with Seanergy, which may create conflicts of interest. Our officers and directors have fiduciary duties to manage our business in a manner beneficial to us and our shareholders.
Interest rate derivatives may also be impacted by the transition to SOFR or to other alternative rates. We depend on officers and directors who are associated with Seanergy, which may create conflicts of interest. Our officers and directors have fiduciary duties to manage our business in a manner beneficial to us and our shareholders.
Non-compliance with GDPR or other data privacy laws may expose entities to significant fines or other regulatory claims, which could have an adverse effect on our business and results of operations. 33 Table of Contents A cyber-attack could materially disrupt our business. We rely on information technology systems and networks in our operations and administration of our business.
Non-compliance with GDPR or other data privacy laws may expose entities to significant fines or other regulatory claims, which could have an adverse effect on our business and results of operations. A cyber-attack could materially disrupt our business. We rely on information technology systems and networks in our operations and administration of our business.
In order to maintain compliance, we monitor and review the movement of our vessels on a daily basis. We endeavor to provide that all or most of our future charters include provisions and trade exclusion clauses prohibiting the vessels from calling on ports where there is an existing U.S. embargo.
In order to maintain compliance, we monitor and review the movement of our vessels on a daily basis. We endeavor to provide that all or most of our future charter agreements include provisions and trade exclusion clauses prohibiting the vessels from calling on ports where there is an existing U.S. embargo.
Furthermore, if we sell one or more of our vessels at a time when vessel prices have fallen, the sale price may be less than the vessel’s carrying value on our carve-out financial statements, resulting in a loss on sale or an impairment loss being recognized, leading to a reduction in earnings.
Furthermore, if we sell one or more of our vessels at a time when vessel prices have fallen, the sale price may be less than the vessel’s carrying value on our consolidated financial statements, resulting in a loss on sale or an impairment loss being recognized, leading to a reduction in earnings.
Furthermore, detecting, investigating, and resolving actual or alleged violations is expensive and can consume significant time and attention of our senior management. 29 Table of Contents We depend on Seanergy and its wholly owned management subsidiaries to partly operate our business and our business could be harmed if they fail to perform such services satisfactorily.
Furthermore, detecting, investigating, and resolving actual or alleged violations is expensive and can consume significant time and attention of our senior management. We depend on Seanergy and its wholly owned management subsidiaries to partly operate our business and our business could be harmed if they fail to perform such services satisfactorily.
Major market disruptions and the current adverse changes in market conditions and regulatory climate worldwide may adversely affect our business, results of operations or impair our ability to borrow under our loan agreements or any future financial arrangements we may enter into contemplating borrowing from the public and/or private equity and debt markets.
Major market disruptions and the current adverse changes in market conditions and regulatory climate worldwide may adversely affect our business, results of operations or impair our ability to borrow under our current financial arrangements or future financial arrangements we may enter into contemplating borrowing from the public and/or private equity and debt markets.
We believe that we qualify for exemption from the 4% tax under Section 883 of the Code for our 2024 taxable year and intend to take this position on our tax return.
We believe that we qualify for exemption from the 4% tax under Section 883 of the Code for our 2025 taxable year and intend to take this position on our tax return.
In addition, as of April 7, 2025, we may be obliged to issue up to 6,962,770 additional common shares pursuant to the terms of our outstanding Class A Warrants at an exercise price of $2.25 per common share, subject to adjustment pursuant to the terms of such warrants.
In addition, as of April 2 , 2026, we may be obliged to issue up to 6,962,770 additional common shares pursuant to the terms of our outstanding Class A Warrants at an exercise price of $2.25 per common share, subject to adjustment pursuant to the terms of such warrants.
However, due to the fact that the Mediterranean Sea will become a 0.1% sulfur emission control area by May 1, 2025, we may consider installing scrubbers in some of our vessels, if such investment is deemed beneficial. Costs of ongoing compliance may have a material adverse effect on our future performance, results of operations, cash flows and financial position.
However, due to the fact that the Mediterranean Sea became a 0.1% sulfur emission control area on May 1, 2025, we may consider installing scrubbers in some of our vessels, if such investment is deemed beneficial. Costs of ongoing compliance may have a material adverse effect on our future performance, results of operations, cash flows and financial position.
Revenue generation and strategic growth opportunities may also be adversely affected. Furthermore, on January 1, 2024, the EU Emissions Trading Scheme, or the ETS, for ships sailing into and out of EU ports came into effect, and the FuelEU Maritime Regulation came into effect on January 1, 2025.
Revenue generation and strategic growth opportunities may also be adversely affected. 16 Table of Contents Furthermore, on January 1, 2024, the EU Emissions Trading Scheme, or the ETS, for ships sailing into and out of EU ports came into effect, and the FuelEU Maritime Regulation came into effect on January 1, 2025.
Even though port fees are typically borne by the charterer, if port fees are assessed due to our ownership of the relevant vessel, it is possible that charterers may demand that we bear these costs or otherwise reduce the applicable charter rate.
Even though port fees are typically borne by the charterer, if port fees are assessed due to our or the lessor’s ownership or the place of construction of the relevant vessel, it is possible that charterers may demand that we bear these costs or otherwise reduce the applicable charter rate.
The European Commission has stated it will continue to support member states’ efforts to develop a more coordinated approach to sanctions for the listed countries. EU legislation prohibits certain EU funds from being channeled or transited through entities in non-cooperative jurisdictions. 38 Table of Contents We are a Marshall Islands corporation with principal executive offices in Greece.
The European Commission has stated it will continue to support member states’ efforts to develop a more coordinated approach to sanctions for the listed countries. EU legislation prohibits certain EU funds from being channeled or transited through entities in non-cooperative jurisdictions. We are a Marshall Islands corporation with principal executive offices in Greece.
We maintain cash with a limited number of financial institutions which will subject us to credit risk. We maintain all of our cash with a limited number of financial institutions mostly located in Europe. Generally, only a portion of cash balances are covered by insurance in the event of default by a financial institution.
We maintain cash with a limited number of financial institutions, which may subject us to credit risk. We maintain all of our cash with a limited number of financial institutions mostly located in Europe. Generally, only a portion of these cash balances are covered by insurance in the event of default by a financial institution.
The volatility in the dry bulk charter market, from which we derive part of our revenues, has affected the dry bulk shipping industry and has harmed our business.
The volatility in the dry bulk charter market, from which we derive part substantially all of our revenues, has affected the dry bulk shipping industry and has harmed our business.
See the description of the ownership tests which must be satisfied to qualify for exemption under Section 883 of the Code in “Item 10.E.
See the description of the ownership tests which must be satisfied to qualify for exemption under Section 883 of the Code in “Item 10. Additional Information—E.
We cannot assure you that future charter rates will enable us to cover our liabilities, operate our vessels profitably, or pay dividends. 7 Table of Contents The factors that influence demand for dry bulk shipping capacity include: • supply of and demand for energy resources, commodities, and semi-finished consumer and industrial products and the location of consumption versus the location of their regional and global exploration production or manufacturing facilities; • the globalization of production and manufacturing; • changes in interest or inflation rates; • general domestic and international political conditions or events, including trade wars, retaliatory economic measures, acts of hostility or potential, threatened, or ongoing war including between Russia and Ukraine (and related sanctions), Israel and Hamas, and China and Taiwan, the conflict between Israel and Hezbollah, the Houthi crisis in the Red Sea, the tensions between Israel and Iran, tensions between the U.S. and China, the U.S. and Panama and the U.S. and the European Union and NATO members; • global and regional economic and political conditions and developments, including the provision or removal of economic stimulus measures meant to counteract the effects of sudden market disruptions due to financial, economic or health crises; • natural disasters and weather; • public health threats, pandemics, epidemics, and other disease outbreaks and governmental responses thereto; • embargoes and strikes; • disruptions and developments in international trade, including trade disputes or the imposition of tariffs or trade barriers on various commodities or finished goods; • changes in seaborne and other transportation patterns, including the distance cargo is transported by sea; • environmental and other legal or regulatory developments; and • political developments, including changes to trade policies or trade wars, including the provision or removal of economic stimulus measures meant to counteract the effects of sudden market disruptions due to financial, economic, or health crises; We anticipate that the future demand for our dry bulk vessels and charter rates will be dependent upon continued economic growth in the world’s economies, seasonal and regional changes in demand and changes to the capacity of the global dry bulk vessel fleet and the sources and supply of dry bulk cargo to be transported by sea.
We cannot assure you that future charter rates will enable us to cover our liabilities, operate our vessels profitably, or pay dividends. 6 Table of Contents The factors that influence demand for dry bulk shipping capacity include: • supply of and demand for energy resources, commodities, and semi-finished consumer and industrial products and the location of consumption versus the location of their regional and global exploration production or manufacturing facilities; • the globalization of production and manufacturing; • changes in interest or inflation rates; • general domestic and international political conditions or events, including trade wars, retaliatory economic measures, acts of hostility or potential, threatened, or ongoing war, including the war between Russia and Ukraine (and related sanctions), the war between Israel and Hamas, the Houthi attacks on merchant vessels in the region of the Red Sea, the war between the U.S. and Israel and Iran, China and Taiwan disputes, the tensions between the U.S. and China, the tensions between the U.S. and Panama, current instability in Venezuela and potential tensions between the U.S. and Greenland, Denmark, the European Union, or Venezuela; • global and regional economic and political conditions and developments, including the provision or removal of economic stimulus measures meant to counteract the effects of sudden market disruptions due to financial, economic or health crises; • natural disasters and weather; • public health threats, pandemics, epidemics, and other disease outbreaks and governmental responses thereto; • embargoes and strikes; • disruptions and developments in international trade, including trade disputes or the imposition of tariffs or trade barriers on various commodities or finished goods; • changes in seaborne and other transportation patterns, including the distance cargo is transported by sea; • environmental and other legal or regulatory developments; and • political developments, including changes to trade policies or trade wars, including the provision or removal of economic stimulus measures meant to counteract the effects of sudden market disruptions due to financial, economic, or health crises; We anticipate that the future demand for our dry bulk vessels and charter rates will be dependent upon continued economic growth in the world’s economies, seasonal and regional changes in demand and changes to the capacity of the global dry bulk vessel fleet and the sources and supply of dry bulk cargo to be transported by sea.
Changes in Chinese laws and regulations, including with regards to tax matters, or changes in their implementation by local authorities, could affect our vessels if chartered to Chinese customers as well as our vessels calling to Chinese ports and could have a material adverse impact on our business, financial conditions, and results of operations.
Changes in Chinese laws and regulations, including with regards to tax matters, or changes in their implementation by local authorities, could affect our vessels and other vessels we may acquire if chartered to Chinese customers as well as our vessels and other vessels we may acquire calling to Chinese ports and could have a material adverse impact on our business, financial conditions, and results of operations.
In addition, our officers and directors are exempt from the reporting and “short-swing” profit recovery provisions of Section 16 of the Exchange Act and related rules with respect to their purchase and sales of our securities.
In addition, our officers, directors and principal shareholders are exempt from the “short-swing” profit recovery provisions of Section 16 of the Exchange Act and related rules with respect to their purchase and sales of our securities.
Difficulty in hiring and retaining personnel could adversely affect our business and results of operations. 27 Table of Contents Our vessels may suffer damage, and we may face unexpected repair costs, which could adversely affect our cash flow and financial condition.
Difficulty in hiring and retaining personnel could adversely affect our business and results of operations. Our vessels may suffer damage, and we may face unexpected repair costs, which could adversely affect our cash flow and financial condition.
Additionally, on July 25, 2023, the European Council of the European Union adopted the Fuel EU Maritime Regulation 2023/1805 (“FuelEU”) under the FuelEU Initiative of its “Fit-for-55” package which sets limitations on the acceptable yearly greenhouse gas intensity of the energy used by covered vessels.
Additionally, on September 13, 2023, the European Council of the European Union adopted the Fuel EU Maritime Regulation 2023/1805 (“FuelEU”) under the FuelEU Initiative of its “Fit-for-55” package which sets limitations on the acceptable yearly greenhouse gas intensity of the energy used by covered vessels.
Moreover, we operate in a sector of the economy that is likely to be adversely impacted by the effects of political uncertainty and armed conflicts, including the war between Ukraine and Russia and between Israel and Hamas and Hezbollah, Russia and NATO tensions, U.S. and NATO tensions, China and Taiwan disputes, U.S. and China trade relations, instability between Iran and the West, hostilities between the U.S. and North Korea and the U.S. and Panama, political unrest and conflicts in the Middle East, the South China Sea region, the Red Sea region (including missile attacks controlled by the Houthis on vessels transiting the Red Sea or Gulf of Aden), and other countries and geographic areas, geopolitical events, such as Brexit, or another withdrawal from the EU, terrorist or other attacks (or threats thereof) around the world and war (or threatened war) or international hostilities.
Moreover, we operate in a sector of the economy that is likely to be adversely impacted by the effects of political uncertainty and armed conflicts, including the wars between Ukraine and Russia, between Israel and Hamas, between Israel and the U.S. and Iran, between Russia and NATO, China and Taiwan disputes, U.S. and China trade relations, hostilities between the U.S. and North Korea, Greenland, Denmark or Venezuela, political unrest and conflicts in the Middle East, the South China Sea region, the Red Sea region (including missile attacks controlled by the Houthis on vessels transiting the Red Sea or Gulf of Aden), and other countries and geographic areas, geopolitical events, such as Brexit, or another withdrawal from the EU, terrorist or other attacks (or threats thereof) around the world and war (or threatened war) or international hostilities.
The fair market value of our vessels is dependent on other factors as well, including: • prevailing levels of charter rates; • general economic and market conditions affecting the shipping industry, including changes in global dry cargo commodity supply; • competition from other shipping companies; • types, sizes, and age of vessels; • sophistication and condition of the vessels; • advances in vessel efficiency, such as the introduction of autonomous vessels; • where the vessel was built, as-built specifications, and subsequent modifications and improvements; 22 Table of Contents • lifetime maintenance record; • supply and demand for vessels; • number of newbuilding deliveries; • number of vessels scrapped or otherwise removed from the world fleet; • the scrap value of vessels; • cost of secondhand tonnage; • cost of newbuilding vessels; • cost of secondhand vessel acquisitions; • changes in environmental and other regulations that may limit the useful life of vessels; • decreased costs and increases in use of other modes of transportation; • whether the vessel is equipped with scrubbers or not; • global economic or pandemic-related crises; • governmental and other regulations, including environmental regulations; • ability of buyers to access financing and capital; • technological advances; and • the cost of retrofitting or modifying existing ships to respond to technological advances in vessel design or equipment, changes in applicable environmental or other regulations or standards, or otherwise.
Very similar trends have also been witnessed in the Kamsarmax and Panamax sectors. 23 Table of Contents The fair market value of our vessels is dependent on other factors as well, including: • prevailing levels of charter rates; • general economic and market conditions affecting the shipping industry, including changes in global dry cargo commodity supply; • competition from other shipping companies; • types, sizes, and age of vessels; • sophistication and condition of the vessels; • advances in vessel efficiency, such as the introduction of autonomous vessels; • where the vessel was built, as-built specifications, and subsequent modifications and improvements; • lifetime maintenance record; • supply and demand for vessels; • number of newbuilding deliveries; • number of vessels scrapped or otherwise removed from the world fleet; • the scrap value of vessels; • cost of secondhand tonnage; • cost of newbuilding vessels; • cost of secondhand vessel acquisitions; • changes in environmental and other regulations that may limit the useful life of vessels; • decreased costs and increases in use of other modes of transportation; • whether the vessel is equipped with scrubbers; • global economic or pandemic-related crises; • governmental and other regulations, including environmental regulations; • ability of buyers to access financing and capital; • technological advances; and • the cost of retrofitting or modifying existing ships to respond to technological advances in vessel design or equipment, changes in applicable environmental or other regulations or standards, or otherwise.
China’s GDP growth rate recovered from 3.0% in 2022 to 5.2% in 2023, but the economy continued to be weighed down by the ongoing crisis in the property market. For the year ended December 31, 2024, China’s GDP growth rate declined slightly to approximately 5.0%.
China’s GDP growth rate recovered from 3.0% in 2022 to 5.2% in 2023, but the economy continued to be weighed down by the ongoing crisis in the property market. For the year ended December 31, 2025, China’s GDP growth rate declined slightly to approximately 4.8%.
This impact could be material and adverse. We are currently mostly dependent on index-linked charters, while a smaller part of our fleet is employed on a spot voyage basis. Any decrease in spot freight charter rates or indices in the future may adversely affect our earnings.
This impact could be material and adverse. We are currently entirely dependent on index-linked charters, while in the past a smaller part of our fleet was employed on a spot voyage basis. Any decrease in spot freight charter rates or indices in the future may adversely affect our earnings.
Our financing arrangements contain, and we expect that other future financing arrangements will contain, restrictive covenants that may limit our liquidity and corporate activities, which could limit our operational flexibility and have an adverse effect on our financial condition and results of operations.
Liquidity and Capital Resources–Loan Arrangements.” Our financing arrangements contain, and we expect that other future financing arrangements will contain, restrictive covenants that may limit our liquidity and corporate activities, which could limit our operational flexibility and have an adverse effect on our financial condition and results of operations.
National Invasive Species Act, or NISA, are currently in effect to regulate ballast discharge, exchange and installation, the Vessel Incidental Discharge Act, or VIDA, which was signed into law on December 4, 2018, requires that the U.S. Coast Guard develop implementation, compliance, and enforcement regulations regarding ballast water.
National Invasive Species Act, or NISA, are currently in effect to regulate ballast discharge, exchange and installation, the Vessel Incidental Discharge Act, or VIDA, which was signed into law on December 4, 2018, requires that the USCG develop implementation, compliance, and enforcement regulations regarding ballast water.
Taxation – United States Federal Income Tax Consequences – Exemption of Operating Income from United States Federal Income Taxation.” Because the availability of the exemption depends on factual circumstances beyond our control, we can give no assurances on the tax-exempt status of ourselves or that of any of our subsidiaries for our 2025 or subsequent taxable years.
Taxation—United States Federal Income Tax Consequences—Exemption of Operating Income from United States Federal Income Taxation.” 32 Table of Contents Because the availability of the exemption depends on factual circumstances beyond our control, we can give no assurances on the tax-exempt status of ourselves or that of any of our subsidiaries for our 2026 or subsequent taxable years.
Compliance with the D-2 standard involves installing on-board systems to treat ballast water and eliminate unwanted organisms. Ships constructed on or after September 8, 2017 are to comply with the D-2 standards. Vessels are required to meet the discharge standard D-2 by installing an approved Ballast Water Management System (or BWMS).
For all vessels, compliance with the D-2 standard will involve installing on-board systems to treat ballast water and eliminate unwanted organisms. Ships constructed on or after September 8, 2017 must comply with the D-2 standards. Vessels are required to meet the discharge standard D-2 by installing an approved Ballast Water Management System (or BWMS).
The withdrawal of the United Kingdom from the EU, or Brexit, or similar events in other jurisdictions, could impact global markets, including foreign exchange and securities markets; any resulting changes in currency exchange rates, tariffs, treaties and other regulatory matters could in turn adversely impact our business, results of operations, cash flows, and financial condition.
Brexit, or similar events in other jurisdictions, could impact global markets, including foreign exchange and securities markets; any resulting changes in currency exchange rates, tariffs, treaties and other regulatory matters could in turn adversely impact our business, results of operations, cash flows, and financial condition.
Additional amendments to the BWM Convention, concerning the form of the Ballast Water Record Book, entered into force on February 1, 2025. All of our vessels are equipped with Ballast Water Treatment Systems ensuring compliance with the new environmental regulations.
Additional amendments to the BWM Convention, concerning the form of the Ballast Water Record Book, entered into force on February 1, 2025. All of our vessels are equipped with Ballast Water Treatment Systems ensuring compliance with the updated guidelines.
We may also be retrospectively subject to calls, or premiums, in amounts based not only on our own claim records but also the claim records of all other members of the protection and indemnity associations through which we receive indemnity insurance coverage for tort liability, including pollution-related liability. Our payment of these calls could result in significant expenses to us.
We may also be retrospectively subject to calls, or premiums, in amounts based not only on our own claim records but also the claim records of all other members of the protection and indemnity associations through which we receive indemnity insurance coverage for tort liability, including pollution-related liability.
These risks include the possibility of: • crew strikes and/or boycotts; • acts of God; • damage to or destruction of vessels due to marine disaster; • terrorism, piracy or other detentions; • environmental accidents; • cargo and property losses or damage; and • business interruptions caused by mechanical failure, grounding, fire, explosions and collisions, human error, war, political action in various countries, labor strikes, epidemics or pandemics, adverse weather conditions or other circumstances or events. 14 Table of Contents Any of these circumstances or events could increase our costs or lower our revenues.
These risks include the possibility of: • crew strikes and/or boycotts; • acts of God; • damage to or destruction of vessels due to marine disaster; • terrorism, piracy or other detentions; • environmental accidents; • cargo and property losses or damage; and • business interruptions caused by mechanical failure, grounding, fire, explosions and collisions, human error, war, political action in various countries, labor strikes, epidemics or pandemics, adverse weather conditions and other circumstances or events.
In addition, the same provisions may discourage, delay, or prevent a merger or acquisition that some shareholders may consider favorable. 36 Table of Contents These provisions: • authorize our board of directors to issue “blank check” preferred stock without shareholder approval, including preferred shares with superior voting rights, such as the Series B Preferred Shares; • provide for a classified board of directors with staggered, three-year terms; • permit the removal of any director only for cause; • prohibit shareholder action by written consent unless the written consent is signed by all shareholders entitled to vote on the action; • limit the persons who may call special meetings of shareholders; and • establish advance notice requirements for nominations for election to our board of directors or for proposing matters that can be acted on by shareholders at meetings of shareholders.
These provisions: • authorize our board of directors to issue “blank check” preferred stock without shareholder approval, including preferred shares with superior voting rights, such as the Series B Preferred Shares; • provide for a classified board of directors with staggered, three-year terms; • permit the removal of any director only for cause; • prohibit shareholder action by written consent unless the written consent is signed by all shareholders entitled to vote on the action; • limit the persons who may call special meetings of shareholders; and • establish advance notice requirements for nominations for election to our board of directors or for proposing matters that can be acted on by shareholders at meetings of shareholders.
Pursuant to the management agreements, we are paying to Seanergy Shipmanagement a fixed technical management fee of $14,000 per month for the M/Vs Gloriuship, Synthesea, Nisea, Chrisea, Cretansea and Goodship, and to Seanergy a fixed administration fee of $325 per vessel per day.
Pursuant to the management agreements, we are paying to Seanergy Shipmanagement a fixed technical management fee of $14,000 per month for the M/Vs Synthesea, Nisea, Chrisea, Cretansea and, as of February 2026 Dukeship, and to Seanergy a fixed administration fee of $325 per vessel per day.
Competition from more technologically advanced vessels could adversely affect the chartering opportunities available to us and the charter rates we will be able to negotiate, therefore adversely affecting our business, results of operations, cash flows, and financial condition, while also significantly decreasing the resale value of our vessels. 26 Table of Contents Worldwide inflationary pressures could negatively impact our results of operations and cash flows.
Competition from more technologically advanced vessels could adversely affect the chartering opportunities available to us and the charter rates we will be able to negotiate, therefore adversely affecting our business, results of operations, cash flows, and financial condition, while also significantly decreasing the resale value of our vessels.
Substantial debt levels could limit our flexibility to obtain additional financing and pursue other business opportunities. As of December 31, 2024, we had approximately $100.5 million in debt outstanding across our loan facilities, sale and leaseback transactions and financial leases.
Substantial debt levels could limit our flexibility to obtain additional financing and pursue other business opportunities. As of December 31, 2025, we had $ 65.9 million in debt outstanding across our loan facilities, sale and leaseback transactions and financial leases.
These anti-takeover provisions could substantially impede the ability of our shareholders to impose a change in control and, as a result, may adversely affect the market price of our common shares and your ability to realize any potential change of control premium.
These anti-takeover provisions, along with provisions of our amended and restated shareholders’ rights agreement, could substantially impede the ability of our shareholders to impose a change in control and, as a result, may adversely affect the market price of our common shares and your ability to realize any potential change of control premium.
There can be no assurance, however, that we would become a debtor in the United States or that a United States bankruptcy court would be entitled to, or accept, jurisdiction over such bankruptcy case or that courts in other countries that have jurisdiction over us and our operations would recognize a United States bankruptcy court’s jurisdiction if any other bankruptcy court would determine it had jurisdiction. 34 Table of Contents Risks Relating to Our Common Shares The market price of our common shares may in the future be subject to significant fluctuations.
There can be no assurance, however, that courts in other countries that have jurisdiction over us and our operations would recognize a United States bankruptcy court’s jurisdiction if any other bankruptcy court would determine it had jurisdiction. 35 Table of Contents Risks Relating to Our Common Shares The market price of our common shares may in the future be subject to significant fluctuations.
If our charterers fail to meet their obligations to us or attempt to renegotiate our charter agreements, we could suffer significant losses, which could have a material adverse effect on our business, financial condition, results of operations, and cash flows. Rising crew costs may adversely affect our profits. Crew costs are anticipated to be a major expense for us.
If our charterers fail to meet their obligations to us or attempt to renegotiate our charter agreements, we could suffer significant losses, which could have a material adverse effect on our business, financial condition, results of operations, and cash flows. 28 Table of Contents Rising crew costs may adversely affect our profits.
While much uncertainty remains regarding the global impact of the war between Israel and Hamas, it is possible that such tensions could result in the eruption of further hostilities in other regions, including the Red Sea, and could adversely affect our business, financial condition, results of operations and cash flows.
While much uncertainty remains regarding the global impact of the wars in the Middle East, it is possible that such tensions could result in the eruption of further hostilities in other regions, including in and around the Red Sea, and could adversely affect our business, financial condition, results of operations and cash flows.

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Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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On March 27, 2024, the Compensation Committee of our board of directors approved the amendment and restatement of our 2022 Equity Incentive Plan to increase the aggregate number of common shares reserved for issuance under the plan to 400,000 shares, and granted awards under the plan of an aggregate of 260,000 common shares to the members of the Company’s board of directors and 75,000 common shares to certain of the Company’s service providers and to the sole director of the Company’s commercial manager, a non-employee.
On March 27, 2024, the Compensation Committee approved the amendment and restatement of our 2022 Equity Incentive Plan to increase the aggregate number of common shares reserved for issuance under the plan to 400,000 shares, and granted awards under the plan of an aggregate of 260,000 common shares to the members of the Company’s board of directors and 75,000 common shares to certain of the Company’s service providers and to the sole director of the Company’s commercial manager, a non-employee.
Vessel Prices The prices of dry bulk vessels continued their increasing course that started in 2021 through the first half of 2022 benefiting from the increased ton-mile following Russia’s invasion in Ukraine, however this trend reversed in the second half of the year as a result of the decreased demand due to the fears of a recession in the global economy and extensive Covid-19 related lockdowns in China.
Vessel Prices The prices of dry bulk vessels continued their increasing course that started in 2021 through the first half of 2022 benefiting from the increased ton-mile following Russia’s invasion in Ukraine, however this trend reversed in the second half of 2022 as a result of the decreased demand due to the fears of a recession in the global economy and extensive Covid-19 related lockdowns in China.
Pursuant to the Spin-Off, Seanergy contributed the United Maritime Predecessor to us and $5.0 million in working capital in exchange for the distribution of all of our issued and outstanding common shares to Seanergy’s shareholders, 40,000 of our Series B Preferred Shares, par value $0.0001 to the holder of all Seanergy’s issued and outstanding Series B preferred shares and 5,000 of our 6.5% Series C Cumulative Convertible Perpetual Preferred Shares (“Series C Preferred Shares”) to Seanergy.
Pursuant to the Spin-Off, Seanergy contributed the United Maritime Predecessor to us and $5.0 million in working capital in exchange for the distribution of all of our then-issued and outstanding common shares to Seanergy’s shareholders, 40,000 of our Series B Preferred Shares, par value $0.0001 to the holder of all Seanergy’s issued and outstanding Series B preferred shares, and 5,000 of our 6.5% Series C Cumulative Convertible Perpetual Preferred Shares (“Series C Preferred Shares”) to Seanergy.
OPA defines these other damages broadly to include: (i) injury to, destruction or loss of, or loss of use of, natural resources and related assessment costs; (ii) injury to, or economic losses resulting from, the destruction of real and personal property; (iii) loss of subsistence use of natural resources that are injured, destroyed or lost; (iv) net loss of taxes, royalties, rents, fees or net profit revenues resulting from injury, destruction or loss of real or personal property, or natural resources; (v) lost profits or impairment of earning capacity due to injury, destruction or loss of real or personal property or natural resources; and (vi) net cost of increased or additional public services necessitated by removal activities following a discharge of oil, such as protection from fire, safety or health hazards, and loss of subsistence use of natural resources. 53 Table of Contents OPA contains statutory caps on liability and damages; such caps do not apply to direct clean-up costs.
OPA defines these other damages broadly to include: (i) injury to, destruction or loss of, or loss of use of, natural resources and related assessment costs; (ii) injury to, or economic losses resulting from, the destruction of real and personal property; (iii) loss of subsistence use of natural resources that are injured, destroyed or lost; (iv) net loss of taxes, royalties, rents, fees or net profit revenues resulting from injury, destruction or loss of real or personal property, or natural resources; (v) lost profits or impairment of earning capacity due to injury, destruction or loss of real or personal property or natural resources; and (vi) net cost of increased or additional public services necessitated by removal activities following a discharge of oil, such as protection from fire, safety or health hazards, and loss of subsistence use of natural resources. 56 Table of Contents OPA contains statutory caps on liability and damages; such caps do not apply to direct clean-up costs.
On November 29, 2022, we announced that our board of directors declared a special cash dividend of $1.00 per common share in connection with the profitable sales of the M/T Bluesea and M/T Parosea. The dividend was paid around January 10, 2023.
On November 29, 2022, we announced that our board of directors declared a special cash dividend of $1.00 per common share in connection with the profitable sales of the M/T Bluesea and M/T Parosea. The dividend was paid on January 10, 2023.
Experienced management team . Certain officers and directors of Seanergy serve on our board of directors and management team and as such we believe that our management team’s reputation and track record in building shipping fleets provides us with access to attractive acquisition, chartering and vessel-financing opportunities.
Certain officers and directors of Seanergy serve on our board of directors and management team and as such we believe that our management team’s reputation and track record in building shipping fleets provides us with access to attractive acquisition, chartering and vessel-financing opportunities.
For EU-flagged vessels, a certificate (either an Inventory Certificate or Ready for Recycling Certificate) will be necessary, while non-EU flagged vessels will need a Statement of Compliance. Now that the Hong Kong Convention has been ratified and will enter into force on June 26, 2025, it is expected the EU Ship Recycling Regulation will be reviewed in light of this.
For EU-flagged vessels, a certificate (either an Inventory Certificate or Ready for Recycling Certificate) will be necessary, while non-EU flagged vessels will need a Statement of Compliance. Now that the Hong Kong Convention has been ratified and entered into force on June 26, 2025, it is expected the EU Ship Recycling Regulation will be reviewed in light of this.
There are two key initiatives relevant to maritime arising from the Proposals: (a) a bespoke emissions trading scheme for the maritime sector (ETS) which commenced in 2024 and which applies to all ships above a gross tonnage of 5,000; and (b) a FuelEU draft regulation which seeks to require all ships above a gross tonnage of 5,000 to carry on board a ‘FuelEU certificate of compliance’ from June 30, 2025 as evidence of compliance with the limits on the greenhouse gas intensity of the energy used on-board by a ship and with the requirements on the use of on-shore power supply (OPS) at berth.
There are two key initiatives relevant to maritime arising from the Proposals: (a) a bespoke emissions trading scheme for the maritime sector (ETS) which commenced in 2024 and which applies to all ships above a gross tonnage of 5,000; and (b) a FuelEU draft regulation which seeks to require all ships above a gross tonnage of 5,000 to carry on board a ‘FuelEU certificate of compliance’ beginning June 30, 2026 as evidence of compliance with the limits on the greenhouse gas intensity of the energy used on-board by a ship and with the requirements on the use of on-shore power supply (OPS) at berth.
In evaluating demand factors for dry bulk vessel capacity, we believe that dry bulk vessels can be the most versatile element of the global shipping fleets in terms of employment alternatives. 47 Table of Contents Charter Hire Rates Charter hire rates fluctuate by varying degrees among dry bulk vessel size categories.
In evaluating demand factors for dry bulk vessel capacity, we believe that dry bulk vessels can be the most versatile element of the global shipping fleets in terms of employment alternatives. 49 Table of Contents Charter Hire Rates Charter hire rates fluctuate by varying degrees among dry bulk vessel size categories.
In August and September 2022, our board of directors authorized two buyback programs of $6.0 million in total pursuant to which 3,289,791 of our common shares were repurchased at an average price of $1.81 per share.
In August and September 2022, our board of directors authorized two buyback plans of $6.0 million in total pursuant to which 3,289,791 of our common shares were repurchased at an average price of $1.81 per share.
Clean Water Act, or CWA, prohibits the discharge of oil, hazardous substances and ballast water in U.S. navigable waters unless authorized by a duly issued permit or exemption, and imposes strict liability in the form of penalties for any unauthorized discharges.
The CWA prohibits the discharge of oil, hazardous substances and ballast water in U.S. navigable waters unless authorized by a duly issued permit or exemption, and imposes strict liability in the form of penalties for any unauthorized discharges.
With respect to non-ratifying states, liability for spills or releases of oil carried as fuel in ship’s bunkers typically is determined by the national or other domestic laws in the jurisdiction where the events or damages occur. 52 Table of Contents Ships are required to maintain a certificate attesting that they maintain adequate insurance to cover an incident.
With respect to non-ratifying states, liability for spills or releases of oil carried as fuel in ship’s bunkers typically is determined by the national or other domestic laws in the jurisdiction where the events or damages occur. Ships are required to maintain a certificate attesting that they maintain adequate insurance to cover an incident.
We currently maintain pollution liability coverage insurance in the amount of $1 billion per incident for each of our vessels. If the damages from a catastrophic spill were to exceed our insurance coverage, that could have an adverse effect on our business and results of operation. Other United States Environmental Initiatives The U.S.
We currently maintain pollution liability coverage insurance in the amount of $1 billion per incident for each of our vessels. If the damages from a catastrophic spill were to exceed our insurance coverage, that could have an adverse effect on our business and results of operation. 57 Table of Contents Other United States Environmental Initiatives The U.S.
The information contained on, or that can be accessed through, these websites is not incorporated by reference herein and does not form part of this annual report. 39 Table of Contents We were incorporated by Seanergy to serve as the holding company of the United Maritime Predecessor upon effectiveness of the spin-off (the “Spin-Off”).
The information contained on, or that can be accessed through, these websites is not incorporated by reference herein and does not form part of this annual report. We were incorporated by Seanergy to serve as the holding company of the United Maritime Predecessor upon effectiveness of the spin-off (the “Spin-Off”).
However, not all risks can be insured, specific claims may be rejected and we might not be always able to obtain adequate insurance coverage at reasonable rates. Hull & Machinery and War Risks Insurances We maintain marine hull and machinery and war risks insurances, which include the risk of actual or constructive total loss, for our vessel.
However, not all risks can be insured, specific claims may be rejected and we might not be always able to obtain adequate insurance coverage at reasonable rates. 63 Table of Contents Hull & Machinery and War Risks Insurances We maintain marine hull and machinery and war risks insurances, which include the risk of actual or constructive total loss, for our vessel.
Vessels of over 400 gross tons engaged in international voyages will also be required to undergo an initial survey before the vessel is put into service or before an International Anti-fouling System Certificate is issued for the first time; and subsequent surveys when the anti-fouling systems are altered or replaced.
Vessels of over 400 gross tons engaged in international voyages are required to undergo an initial survey before the vessel is put into service or before an International Anti-fouling System Certificate is issued for the first time; and subsequent surveys when the anti-fouling systems are altered or replaced.
We note that following the publication of the Omnibus package of proposals on February 26, 2025 which are designed to simplify EU regulations and cut red tape, the application of all reporting requirements in the CSRD for companies that are due to report in 2026 and 2027 is postponed to 2028.
We note that following the publication of the Omnibus package of proposals on February 26, 2025 which are designed to simplify EU regulations and cut red tape, the application of all reporting requirements in the CSRD for companies that are due to report in 2026 and 2027 is postponed to 2028 (in respect of the 2027 financial year).
Pursuant to the provisions of the Class A warrants, the exercise price of the warrants was adjusted from $3.25, pursuant to the provisions of the warrant agreement, by the dividend amount, to $2.25 per common share effective January 11, 2023.
Pursuant to the provisions of the Class A warrants, the exercise price of the warrants was adjusted from $3.25, by the dividend amount, to $2.25 per common share effective January 11, 2023.
Regulation 22A of MARPOL Annex VI became effective as of March 1, 2018 and requires ships above 5,000 gross tonnage to collect and report annual data on fuel oil consumption to an IMO database, with the first year of data collection commencing on January 1, 2019.
Regulation 22A of MARPOL Annex VI became effective as of March 1, 2018 and requires ships above 5,000 gross tonnage to collect and report annual data on fuel oil consumption to an IMO database, with the first year of data collection having commenced on January 1, 2019.
In addition, there is always an inherent possibility of marine disaster, including oil spills and other environmental incidents, and the liabilities arising from owning and operating vessels in international trade.
In addition, there is always an inherent possibility of marine disaster, including oil spills and other environmental mishaps, and the liabilities arising from owning and operating vessels in international trade.
The MEPC adopted amendments to Annex VI regarding emissions of sulfur oxide, nitrogen oxide, particulate matter and ozone depleting substances, which entered into force on July 1, 2010. The amended Annex VI seeks to further reduce air pollution by, among other things, implementing a progressive reduction of the amount of sulfur contained in any fuel oil used on board ships.
MEPC’s amendments to Annex VI regarding emissions of sulfur oxide, nitrogen oxide, particulate matter and ozone depleting substances, entered into force on July 1, 2010. The amended Annex VI seeks to further reduce air pollution by, among other things, implementing a progressive reduction of the amount of sulfur contained in any fuel oil used on board ships.
These entities include the local port authorities (applicable national authorities such as the United States Coast Guard, or USCG, harbor master or equivalent), classification societies, flag state administrations (countries of registry), terminal operators and charterers. Certain of these entities require us to obtain permits, licenses, certificates and other authorizations for the operation of our vessels.
These entities include the local port authorities (applicable national authorities such as the USCG harbor master or equivalent), classification societies, flag state administrations (countries of registry), terminal operators and charterers. Certain of these entities require us to obtain permits, licenses, certificates and other authorizations for the operation of our vessels.
The CSRD will begin to apply on a phased basis starting from financial year 2024 through to 2028, applicable to large EU and non-EU undertakings with substantial presence in the EU, subject to certain financial and employee thresholds being met.
The CSRD began to apply on a phased basis starting from financial year 2024 through to 2028, applicable to large EU and non-EU undertakings with substantial presence in the EU, subject to certain financial and employee thresholds being met.
However, there can be no assurance that such certificates will be maintained in the future. The IMO continues to review and introduce new regulations. It is impossible to predict what additional regulations, if any, may be passed by the IMO and what effect, if any, such regulations might have on our operations.
However, there can be no assurance that such certificates will be maintained in the future. The IMO continues to review and introduce new regulations. It is impossible to predict what additional regulations, if any, may be passed by the IMO and what effect, if any, such regulations might have on our operations. United States Regulations The U.S.
The gross proceeds of the offering were approximately $26.0 million. All the 1,200,000 pre-funded warrants issued in connection with the offering were exercised by the end of July 2022. As of April 7, 2025, 6,962,770 Class A warrants were outstanding expiring on July 20, 2027.
The gross proceeds of the offering were approximately $26.0 million. All the 1,200,000 pre-funded warrants issued in connection with the offering were exercised by the end of July 2022. As of December 31, 2025, 6,962,770 Class A warrants were outstanding expiring on July 20, 2027.
The EPA will regulate these ballast water discharges and other discharges incidental to the normal operation of certain vessels within United States waters pursuant to the Vessel Incidental Discharge Act, or VIDA, which was signed into law on December 4, 2018 and requires that the U.S. Coast Guard develop implementation, compliance, and enforcement regulations regarding ballast water.
The EPA will regulate these ballast water discharges and other discharges incidental to the normal operation of certain vessels within United States waters pursuant to the Vessel Incidental Discharge Act, or VIDA, which was signed into law on December 4, 2018, and requires that the USCG develop implementation, compliance, and enforcement regulations regarding ballast water.
All of our vessels are certified as being “in class” by all the applicable Classification Societies (e.g., American Bureau of Shipping, DNV, Lloyd’s Register of Shipping, Bureau Veritas, NKK). A vessel must undergo annual surveys, intermediate surveys, drydockings and special surveys.
All of our vessels are certified as being “in class” by all the applicable Classification Societies (e.g., American Bureau of Shipping, DNV, Lloyd’s Register of Shipping, Bureau Veritas, NKK , RINA). A vessel must undergo annual surveys, intermediate surveys, dry-dockings and special surveys.
In October 2022, our board of directors authorized a third share buyback plan, pursuant to which we may repurchase up to an additional $3.0 million of our outstanding common shares in the open market. As extended, this plan was set to expire on December 31, 2024.
In October 2022, our board of directors authorized a third share repurchase plan, pursuant to which we may repurchase up to an additional $3.0 million of our outstanding common shares in the open market. As extended, this plan is set to expire on December 31, 2026.
On July 11, 2022, we entered into separate memoranda of agreement with unaffiliated third parties, to acquire four secondhand tanker vessels, which were renamed M/T Parosea, M/T Bluesea, M/T Minoansea and M/T Epanastasea (the “Acquired Vessels”), for an aggregate purchase price of $79.5 million.
History and Development Business Development and Capital Expenditures and Divestitures On July 11, 2022, we entered into separate memoranda of agreement with unaffiliated third parties, to acquire four secondhand tanker vessels, which were renamed M/T Parosea, M/T Bluesea, M/T Minoansea and M/T Epanastasea (the “Acquired Vessels”), for an aggregate purchase price of $79.5 million.
To implement certain portions of the MTSA, the USCG issued regulations requiring the implementation of certain security requirements aboard vessels operating in waters subject to the jurisdiction of the United States and at certain ports and facilities, some of which are regulated by the EPA.
Maritime Transportation Security Act of 2002, or MTSA. To implement certain portions of the MTSA, the USCG issued regulations requiring the implementation of certain security requirements aboard vessels operating in waters subject to the jurisdiction of the United States and at certain ports and facilities, some of which are regulated by the EPA.
In November 2022, we fully redeemed the 10,000 Series C Preferred Shares issued to Seanergy at a price equal to 105% of the original issue price for an aggregate amount of $10.6 million, including all accrued and unpaid dividends up to the redemption date.
In July 2022, we issued an additional 5,000 Series C Preferred Shares to Seanergy in exchange for $5.0 million, and in November 2022, we fully redeemed all outstanding 10,000 Series C Preferred Shares at a price equal to 105% of the original issue price for an aggregate amount of $10.6 million, including all accrued and unpaid dividends up to the redemption date.
The CWA also imposes substantial liability for the costs of removal, remediation and damages and complements the remedies available under OPA and CERCLA. In 2015, the EPA expanded the definition of “waters of the United States,” or WOTUS, thereby expanding federal authority under the CWA. On December 30, 2022, the EPA and U.S.
The CWA also imposes substantial liability for the costs of removal, remediation and damages and complements the remedies available under OPA and CERCLA. In 2015, the EPA expanded the definition of “waters of the United States,” or WOTUS, thereby expanding federal authority under the CWA.
On July 31, 2024, the Company entered into shareholder and subscription agreements to acquire a minority stake in a Norwegian-based company, which participates under a newbuilding contract in the construction of a technically and environmentally advanced Energy Construction Vessel (“ECV”).
On July 31, 2024, we entered into shareholder and subscription agreements to acquire a minority stake in RGI Marine Holdings AS (“RGI”), a Norwegian-based company, which participates under a newbuilding contract in the construction of a technically and environmentally advanced Energy Construction Vessel (“ECV”).
On July 1, 2024, amendments to the ESP Code became effective, addressing inconsistencies on examination of ballast tanks at annual surveys for bulk carriers and oil tankers. We may need to make certain financial expenditures to comply with these amendments. Air Emissions In September of 1997, the IMO adopted Annex VI to MARPOL to address air pollution from vessels.
On July 1, 2024, amendments to the ESP Code became effective, addressing inconsistencies on examination of ballast tanks at annual surveys for bulk carriers and oil tankers. We may need to make certain financial expenditures to comply with these amendments. Air Emissions The IMO’s Annex VI to MARPOL addresses air pollution from vessels.
On April 7, 2025, the Compensation Committee of our board of directors approved a further amendment and restatement of our 2022 Equity Incentive Plan to increase the aggregate number of common shares reserved for issuance under the plan to 400,000 shares, and granted awards under the plan of an aggregate of 275,000 common shares to the members of the Company’s board of directors and 85,000 common shares to certain of the Company’s service providers and to the sole director of the Company’s commercial manager, a non-employee.
Liquidity and Capital Resources— Loan Arrangements —Sinopac Loan Facility”. 44 Table of Contents On April 7, 2025, the Compensation Committee approved a further amendment and restatement of our 2022 Equity Incentive Plan to increase the aggregate number of common shares reserved for issuance under the plan to 400,000 shares, and granted awards under the plan of an aggregate of 275,000 common shares to the members of the Company’s board of directors and 85,000 common shares to certain of the Company’s service providers and to the sole director of the Company’s commercial manager, a non-employee.
The ECV is intended to inspect, maintain, and repair offshore energy production infrastructure in both the oil and gas and renewables industries. United will commit capital of up to EUR 7.8 million, scheduled to be called in five separate installments over a period of 33 months, matching the different stages of the ECV’s building process.
The ECV is intended to inspect, maintain, and repair offshore energy production infrastructure in both the oil and gas and renewables industries. We initially committed capital of up to €7.8 million, which was scheduled to be called in five separate installments over a period of 33 months, matching the different stages of the ECV’s building process.
We believe we are well positioned to continue to opportunistically expand and maximize our current fleet due to our competitive cost structure, strong customer relationships and experienced management team. Demonstrated access to financing .
Our Business Strategy Competitive Strengths Opportunity for growth. We believe we are well positioned to continue to opportunistically expand and maximize our current fleet due to our competitive cost structure, strong customer relationships and experienced management team. Demonstrated access to financing .
On August 9, 2023, as part of the sale of the M/T Epanastasea and the acquisition of the M/V Exelixsea, we replaced the collateral under the respective tranche previously secured by the M/T Epanastasea in the August 2022 EnTrust Facility. For more information, see “Item 5. Operating and Financial Review and Prospects – B.
As part of the sale of the M/T Epanastasea and the acquisition of the M/V Exelixsea, we replaced the collateral under the respective tranche previously secured by the M/T Epanastasea in the August 2022 EnTrust Facility. For more information, see “Item 5. Operating and Financial Review and Prospects – B. Liquidity and Capital Resources— Loan Arrangements —August 2022 EnTrust Facility”.
On February 22, 2024, we entered into a $13.8 million sale and leaseback agreement with an unaffiliated third party in order to refinance the August 2022 EnTrust Facility secured by the M/V Exelixsea. For more information, see “Item 5. Operating and Financial Review and Prospects – B. Liquidity and Capital Resources— Sale and Leaseback Transactions—Village Seven Sale and Leaseback”.
Liquidity and Capital Resources— Sale and Leaseback Transactions—Huarong Sale and Leaseback”. 43 Table of Contents On February 22, 2024, we entered into a $13.8 million sale and leaseback agreement with an unaffiliated third party in order to refinance the August 2022 EnTrust Facility secured by the M/V Exelixsea. For more information, see “Item 5.
Amendments to Annex VI requiring bunker delivery notes to include a flashpoint of fuel oil or a statement that the flashpoint has been measured at or above 70°C as mandatory information, became effective May 1, 2024. MARPOL mandates certain measures relating to energy efficiency for ships.
Amendments to Annex VI requiring bunker delivery notes to include a flashpoint of fuel oil or a statement that the flashpoint has been measured at or above 70°C as mandatory information, became effective May 1, 2024.
Oil Pollution Act of 1990, or OPA, established an extensive regulatory and liability regime for the protection and clean-up of the environment from oil spills.
Oil Pollution Act of 1990 and the Comprehensive Environmental Response, Compensation and Liability Act The U.S. Oil Pollution Act of 1990, or OPA, established an extensive regulatory and liability regime for the protection and clean-up of the environment from oil spills.
Regulation II-1/3-10 requires that all oil tankers and bulk carriers of 150 meters in length and above, for which the building contract is placed on or after July 1, 2016, satisfy applicable structural requirements conforming to the functional requirements of the International Goal-based Ship Construction Standards for Bulk Carriers and Oil Tankers, or GBS Standards.
Regulation II-1/3-10 requires that all oil tankers and bulk carriers of 150 meters in length and above, for which the building contract is placed on or after July 1, 2016, satisfy applicable structural requirements conforming to the functional requirements of the International Goal-based Ship Construction Standards for Bulk Carriers and Oil Tankers, or GBS Standards. 54 Table of Contents The IMO has also adopted the International Convention on Standards of Training, Certification and Watchkeeping for Seafarers, or STCW.
Annex I relates to oil leakage or spilling; Annexes II and III relate to harmful substances carried in bulk in liquid or in packaged form, respectively; Annexes IV and V relate to sewage and garbage management, respectively; and Annex VI, lastly, relates to air emissions.
Annex I relates to oil leakage or spilling; Annexes II and III relate to harmful substances carried in bulk in liquid or in packaged form, respectively; Annexes IV and V relate to sewage and garbage management, respectively; and Annex VI, lastly, relates to air emissions. Annex VI was separately adopted by the IMO in September of 1997.
The vessel was delivered to the Company on September 10, 2024, under an 18-month bareboat charter at a daily rate of $8,000, a downpayment of $7.5 million and a purchase option of $16.6 million at the end of the charter period.
The vessel was delivered to the Company on September 10, 2024, under an 18-month bareboat charter at a daily rate of $8,000, a downpayment of $7.5 million and a purchase option of $16.6 million at the end of the charter period. In aggregate, the acquisition cost for the vessel, following the exercise of the purchase option, was approximately $28.4 million.
From a risk management perspective, new systems, including, personnel, data management systems, costs recovery mechanisms, revised service agreement terms and emissions reporting procedures will have to be put in place, at significant cost, to prepare for and manage the administrative aspect of ETS compliance.
From a risk management perspective, new systems, including, personnel, data management systems, costs recovery mechanisms, revised service agreement terms and emissions reporting procedures must be kept in place, at significant cost, to continue managing the administrative aspect of ETS compliance.
The exercise of the purchase option was financed with proceeds from the Onishi Sale and Leaseback, as described herein. For more information, see “Item 5. Operating and Financial Review and Prospects – B. Liquidity and Capital Resources—Sale and Leaseback Transactions—Onishi Sale and Leaseback”.
The exercise of the purchase option was financed with proceeds from the Nisea Huarong Sale and Leaseback, as described herein. For more information, see “Item 5. Operating and Financial Review and Prospects – B.
With regard to specified activities causing environmental damage, operators are strictly liable. The directive applies where damage has already occurred and where there is an imminent threat of damage.
With regard to specified activities causing environmental damage, operators are strictly liable. The directive applies where damage has already occurred and where there is an imminent threat of damage. The directive requires preventative and remedial actions, and that operators report environmental damage or an imminent threat of such damage.
We believe that our vessels are in substantial compliance with SOLAS and LLMC standards. Under Chapter IX of the SOLAS Convention, or the International Safety Management Code for the Safe Operation of Ships and for Pollution Prevention, or the ISM Code, our operations are also subject to environmental standards and requirements.
Under Chapter IX of the SOLAS Convention, or the International Safety Management Code for the Safe Operation of Ships and for Pollution Prevention, or the ISM Code, our operations are also subject to environmental standards and requirements.
On August 21, 2024, we exercised the purchase option and took delivery of the M/V Chrisea, for a price of $12.4 million. The exercise of the purchase option was financed with proceeds from the Sinopac Loan Facility, as described herein. For more information, see “Item 5. Operating and Financial Review and Prospects – B.
Liquidity and Capital Resources—Sale and Leaseback Transactions—Onishi Sale and Leaseback”. On August 21, 2024, we exercised the purchase option and took delivery of the M/V Chrisea, for a price of $12.4 million. The exercise of the purchase option was financed with proceeds from the Sinopac Loan Facility, as described herein. For more information, see “Item 5.
We believe that we are well-placed to take advantage of business opportunities due to Seanergy’s operational platform, which we aim to leverage, along with our management team’s access to financing, as demonstrated through their course in Seanergy. We believe that our ability to access financing will continue to allow us to capture additional market opportunities when they arise.
We believe that we are well-placed to take advantage of business opportunities due to Seanergy’s operational platform, which we aim to leverage, along with our management team’s access to financing, as demonstrated through their course in Seanergy.
MEPC 77 adopted a non-binding resolution which urges Member States and ship operators to voluntarily use distillate or other cleaner alternative fuels or methods of propulsion that are safe for ships and could contribute to the reduction of black carbon emissions from ships when operating in or near the Arctic.
MEPC 77 adopted a non-binding resolution which urges Member States and ship operators to voluntarily use distillate or other cleaner alternative fuels or methods of propulsion that are safe for ships and could contribute to the reduction of black carbon emissions from ships when operating in or near the Arctic. 52 Table of Contents Sulfur content standards are even stricter within certain “Emission Control Areas,” or ECAs.
On November 15, 2023, we entered into three separate and identical $10.0 million sale and leaseback agreements for the M/Vs Gloriuship, Goodship and Tradership with affiliates of Huarong Chinese lessor, for the purpose of refinancing the outstanding indebtedness of the respective vessels under the August 2022 EnTrust Facility. For more information, see “Item 5.
Operating and Financial Review and Prospects”) previously secured by the M/T Epanastasea. On November 15, 2023, we entered into three separate and identical $10.0 million sale and leaseback agreements for the M/Vs Gloriuship, Goodship and Tradership with affiliates of Huarong Chinese lessor, for the purpose of refinancing the outstanding indebtedness of the respective vessels under the August 2022 EnTrust Facility.
Upon the completion of the sale of this vessel, the Company’s operating fleet will consist of seven dry bulk vessels, with an aggregate cargo carrying capacity of 750,758 dwt. We were incorporated under the laws of the Republic of the Marshall Islands, pursuant to the BCA, on January 20, 2022.
Upon the completion of the aforementioned vessel sale and acquisitions, our operating fleet will consist of six dry bulk vessels, with an aggregate cargo carrying capacity of 666,260 dwt. We were incorporated under the laws of the Republic of the Marshall Islands, pursuant to the BCA, on January 20, 2022.
All ships are now required to develop and implement Ship Energy Efficiency Management Plans, or SEEMPS, and new ships must be designed in compliance with minimum energy efficiency levels per capacity mile as defined by the Energy Efficiency Design Index, or EEDI.
All ships are now required to develop and implement Ship Energy Efficiency Management Plans, or SEEMPS, and new ships must be designed in compliance with minimum energy efficiency levels per capacity mile as defined by the Energy Efficiency Design Index, or EEDI. MEPC 81 adopted amendments to the guidelines for the development of SEEMPs, including the methodology for collecting data.
In December 2022, the Compensation Committee of our board of directors approved the amendment and restatement of our 2022 Equity Incentive Plan (“2022 Equity Incentive Plan”) to increase the aggregate number of common shares reserved for issuance under the plan to 1,500,000 shares and granted awards under the plan to our directors and certain service providers of an aggregate of 700,000 restricted common shares.
The purchase of the vessels was made pursuant to the ROFR and the acquisition was approved by a special independent committee of our board of directors. 42 Table of Contents In December 2022, the Compensation Committee of our board of directors approved the amendment and restatement of our 2022 Equity Incentive Plan (“2022 Equity Incentive Plan”) to increase the aggregate number of common shares reserved for issuance under the plan to 1,500,000 shares and granted awards under the plan to our directors and certain service providers of an aggregate of 700,000 restricted common shares.
The initial term of the master management agreement expired on December 31, 2024 and was automatically extended for an additional 12-month period. The master management agreement may be terminated immediately only for cause and at any time by either party with three months’ prior notice, and no termination fee will be payable.
The initial term of our master management agreement with Seanergy expired on December 31, 2024, and, pursuant to its terms, has since been automatically extended for successive 12-month periods. The master management agreement may be terminated immediately only for cause and at any time by either party with three months’ prior notice, and no termination fee will be payable.
These third-party managers will be supervised by the Managers. 46 Table of Contents Employment of Our Fleet As of the date of this annual report, the majority of our vessels are employed under time charters, with charter hire calculated at an index-linked rate based on the BCI and the BPI, respectively.
Employment of Our Fleet As of the date of this annual report, all of our vessels are employed under time charters, with charter hire calculated at an index-linked rate based on the BCI and the BPI, respectively.
By staying attuned to market dynamics and embracing sustainable practices, we aim to ensure the resilience and longevity of our business in an ever-evolving landscape. 45 Table of Contents Management of Our Fleet Master Management Agreement We have entered into a master management agreement with Seanergy pursuant to which Seanergy (directly or through the Managers) provides us with or arranges on our behalf (through unrelated third parties) administrative, accounting, finance, commercial management, technical management, brokerage and certain other services.
By closely monitoring market developments and continuing to invest in sustainable and people-focused practices, we aim to ensure the long-term resilience and success of our business. 47 Table of Contents Management of Our Fleet Master Management Agreement We have entered into a master management agreement with Seanergy pursuant to which Seanergy (directly or through the Managers) provides us with or arranges on our behalf (through unrelated third parties) administrative, accounting, finance, commercial management, technical management, brokerage and certain other services.
On March 6, 2024, we entered into a bareboat charter agreement with an unaffiliated third party for an 82,235 dwt Kamsarmax dry bulk carrier built in 2016 in Japan, which was renamed M/V Nisea.
Operating and Financial Review and Prospects – B. Liquidity and Capital Resources— Sale and Leaseback Transactions—Village Seven Sale and Leaseback”. On March 6, 2024, we entered into a bareboat charter agreement with an unaffiliated third party for an 82,235 dwt Kamsarmax dry bulk carrier built in 2016 in Japan, which was renamed M/V Nisea.
Additional amendments to Annex VI, requiring bunker delivery notes to include a flashpoint of fuel oil or a statement that the flashpoint has been measured at or above 70°C as mandatory information, became effective May 1, 2024. These regulations subject ocean-going vessels to stringent emissions controls and may cause us to incur substantial costs.
Additional amendments to Annex VI, requiring bunker delivery notes to include a flashpoint of fuel oil or a statement that the flashpoint has been measured at or above 70°C as mandatory information, became effective May 1, 2024.
For the companies in scope (above 1,000 employees and 50 million turnover), the Commission will adopt a delegated act to revise and simplify the existing sustainability reporting standards (ESRS).
For the companies that are in scope, the Commission will adopt a delegated act to revise and simplify the existing sustainability reporting standards (ESRS).
We currently compete primarily with other owners of dry bulk vessels, many of which may have more resources than us and may operate vessels that are newer, and therefore more attractive to charterers than vessels we may operate.
We currently compete primarily with other owners of dry bulk vessels, many of which may have more resources than us and may operate vessels that are newer, and therefore more attractive to charterers than vessels we may operate. Ownership of dry bulk vessels is highly fragmented and is divided among publicly listed companies, state-controlled companies and independent vessel owners.
In December 2022, we entered into definitive agreements to acquire two Capesize vessels, the M/V Goodship and M/V Tradership from Seanergy for an aggregate purchase price of $36.25 million. The purchase of the vessels was made pursuant to the ROFR and the acquisition was approved by a special independent committee of our board of directors.
In December 2022, we entered into definitive agreements to acquire two Capesize vessels, the M/V Goodship and M/V Tradership from Seanergy for an aggregate purchase price of $36.25 million.
Effective July 1, 2024, amendments to the International Code on the Enhanced Programme of Inspections during Surveys of Bulk Carriers and Oil Tankers, 2011 became effective, addressing inconsistencies on examination of ballast tanks at annual surveys for bulk carriers and oil tankers. The ISM Code requires that vessel operators obtain a safety management certificate for each vessel they operate.
The document of compliance and safety management certificate are renewed as required. Effective July 1, 2024, amendments to the International Code on the Enhanced Programme of Inspections during Surveys of Bulk Carriers and Oil Tankers, 2011 became effective, addressing inconsistencies on examination of ballast tanks at annual surveys for bulk carriers and oil tankers.
International Maritime Organization The IMO, the United Nations agency for maritime safety and the prevention of pollution by vessels, has adopted the International Convention for the Prevention of Pollution from Ships, 1973, as modified by the Protocol of 1978 relating thereto, collectively referred to as MARPOL 73/78 and herein as MARPOL, the International Convention for the Safety of Life at Sea of 1974, or SOLAS Convention, the International Convention on Standards of Training, Certification and Watchkeeping for Seafarers, or STCW, and the International Convention on Load Lines of 1966, or LL Convention.
In addition, a future serious marine incident that causes significant adverse environmental impact could result in additional legislation or regulation that could negatively affect our profitability. 51 Table of Contents International Maritime Organization The IMO, the United Nations agency for maritime safety and the prevention of pollution by vessels, has adopted the International Convention for the Prevention of Pollution from Ships, 1973, as modified by the Protocol of 1978 relating thereto, collectively referred to as MARPOL 73/78 and herein as MARPOL, the International Convention for the Safety of Life at Sea of 1974, or SOLAS Convention, the International Convention on Standards of Training, Certification and Watchkeeping for Seafarers, or STCW, and the International Convention on Load Lines of 1966, or LL Convention.
The document of compliance and safety management certificate are renewed as required. 51 Table of Contents Amendments to SOLAS chapter II-2, intended to prevent the supply of oil fuel not complying SOLAS flashpoint requirements, requiring that ships carrying oil fuel must, prior to bunkering, be provided with a declaration certifying that the oil fuel supplied is in conformity with regulation SOLAS II-2/4.2.1, will enter into effect January 1, 2026.
The amendments became effective January 1, 2026. Amendments to SOLAS chapter II-2, intended to prevent the supply of oil fuel not complying SOLAS flashpoint requirements, requiring that ships carrying oil fuel must, prior to bunkering, be provided with a declaration certifying that the oil fuel supplied is in conformity with regulation SOLAS II-2/4.2.1, became effective January 1, 2026.
Supreme Court’s interpretation of the Clean Water Act in its decision dated May 25, 2023. The final rule became effective September 8, 2023 and operates to limit the Clean Water Act.
In August 2023, the EPA and Department of the Army issued a final rule to amend the revised WOTUS definition to conform the definition of WOTUS to the U.S. Supreme Court’s interpretation of the Clean Water Act in its decision dated May 25, 2023. The final rule became effective September 8, 2023 and operates to limit the Clean Water Act.
In November 2022, the EPA issued a supplemental proposal that would achieve more comprehensive emissions reductions and add proposed requirements for sources not previously covered.
On November 2, 2021, the EPA issued a proposed rule under the CAA designed to reduce methane emissions from oil and gas sources. In November 2022, the EPA issued a supplemental proposal that would achieve more comprehensive emissions reductions and add proposed requirements for sources not previously covered.
Annex VI was separately adopted by the IMO in September of 1997. 49 Table of Contents In 2013, the IMO’s Marine Environmental Protection Committee, or the MEPC, adopted a resolution amending MARPOL Annex I Condition Assessment Scheme, or CAS.
In 2013, the IMO’s Marine Environmental Protection Committee, or the MEPC, adopted a resolution amending MARPOL Annex I Condition Assessment Scheme, or CAS.
Additional or new conventions, laws and regulations, including those from states of the United States, may be adopted that could require the installation of expensive emission control systems and could adversely affect our business, results of operations, cash flows and financial condition.
Additional or new conventions, laws and regulations, including those from states of the United States, may be adopted that could require the installation of expensive emission control systems and could adversely affect our business, results of operations, cash flows and financial condition. 53 Table of Contents Safety Management System Requirements The SOLAS Convention was amended to address the safe manning of vessels and emergency training drills.
In addition, one of our Capesize vessels is currently employed in the spot market, and one of our Kamsarmax vessels is employed under a fixed rate time charter. A time charter is generally a contract to provide a ship for a predefined period to the charterer for an agreed daily rate, which can be fixed or index-linked.
A time charter is generally a contract to provide a ship for a predefined period to the charterer for an agreed daily rate, which can be fixed or index-linked.
As a member of P&I Associations, which is a member of the International Group, we are subject to calls payable to the associations based on our claim records as well as the claim records of all other members of the individual associations and members of the shipping pool of P&I Associations comprising the International Group. 59 Table of Contents Permits and Authorizations We are required by various governmental and quasi-governmental agencies to obtain certain permits, licenses and certificates with respect to our vessels.
As a member of P&I Associations, which is a member of the International Group, we are subject to calls payable to the associations based on our claim records as well as the claim records of all other members of the individual associations and members of the shipping pool of P&I Associations comprising the International Group.
The technical management agreements with Seanergy Shipmanagement provide for a fixed monthly management fee of $14,000 per vessel. In 2024, we were paying to Seanergy Shipmanagement a fixed monthly management fee of $14,000 per vessel for the M/V Gloriuship, M/V Chrisea, M/V Nisea and M/V Cretansea.
In 2025, we paid Seanergy Shipmanagement a fixed monthly management fee of $14,000 per vessel for the M/V Goodship, M/V Gloriuship, M/V Chrisea, M/V Nisea and M/V Cretansea. In relation to M/V Synthesea, we paid Seanergy Shipmanagement a fixed monthly fee of $14,000 beginning February 2025.
After each calendar year, the aggregated data are reported to the flag state. If the data have been reported in accordance with the requirements, the flag state issues a statement of compliance to the ship.
The SEEMPs of all ships covered by the IMO DCS must include a description of the methodology for data collection and reporting. After each calendar year, the aggregated data are reported to the flag state. If the data have been reported in accordance with the requirements, the flag state issues a statement of compliance to the ship.
In 2009, the IMO oversaw the creation of the Hong Kong Ship Recycling Convention (the “Hong Kong Convention”), which sets standards for ship recycling.
The recognition of the need to impose recycling obligations on the shipping industry is not new. In 2009, the IMO oversaw the creation of the Hong Kong Ship Recycling Convention (the “Hong Kong Convention”), which sets standards for ship recycling.
European Union Regulations In October 2009, the European Union amended a directive to impose criminal sanctions for illicit ship-source discharges of polluting substances, including minor discharges, if committed with intent, recklessly or with serious negligence and the discharges individually or in the aggregate result in deterioration of the quality of water.
Any upcoming rule changes may have a financial impact on our vessels and may result in our vessels being banned from calling in the U.S. in case compliance issues arise. 58 Table of Contents European Union Regulations In October 2009, the European Union amended a directive to impose criminal sanctions for illicit ship-source discharges of polluting substances, including minor discharges, if committed with intent, recklessly or with serious negligence and the discharges individually or in the aggregate result in deterioration of the quality of water.
The M/V Exelixsea was acquired for a gross purchase price of $17.8 million, which was funded by our cash reserves, including the cash-collateralized $15.0 million of the August 2022 EnTrust Facility (as defined in “Item 5. Operating and Financial Review and Prospects”) previously secured by the M/T Epanastasea.
On August 29, 2023, we took delivery of the 76,361 dwt M/V Exelixsea built in 2011 in Japan. The M/V Exelixsea was acquired for a gross purchase price of $17.8 million, which was funded by our cash reserves, including the cash-collateralized $15.0 million of the August 2022 EnTrust Facility (as defined in “Item 5.
A Maritime Labor Certificate and a Declaration of Maritime Labor Compliance is required to ensure compliance with the MLC 2006 for all ships above 500 gross tons in international trade. We believe that our vessels are in substantial compliance with and are certified to meet MLC 2006.
International Labor Organization The International Labor Organization, or the ILO, is a specialized agency of the UN that has adopted the Maritime Labor Convention 2006, or MLC 2006. A Maritime Labor Certificate and a Declaration of Maritime Labor Compliance is required to ensure compliance with the MLC 2006 for all ships above 500 gross tons in international trade.
In September 2020, the European Parliament adopted the proposal from the European Commission to amend the regulation on monitoring carbon dioxide emissions from maritime transport. 55 Table of Contents On July 14, 2021, the European Commission published a package of draft proposals as part of its ‘Fit for 55’ environmental legislative agenda and as part of the wider EU Green Deal growth strategy (the “Proposals”).
On July 14, 2021, the European Commission published a package of draft proposals as part of its ‘Fit for 55’ environmental legislative agenda and as part of the wider EU Green Deal growth strategy (the “Proposals”).
Flag states that have ratified SOLAS and STCW generally employ the classification societies, which have incorporated SOLAS and STCW requirements into their class rules, to undertake surveys to confirm compliance.
As of February 2017, all seafarers are required to meet the STCW standards and be in possession of a valid STCW certificate. Flag states that have ratified SOLAS and STCW generally employ the classification societies, which have incorporated SOLAS and STCW requirements into their class rules, to undertake surveys to confirm compliance.

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Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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While the cease-fire declared on January 15, 2025 eased tensions in region, attacks resumed in March 2025 and the future direction of the conflict remains highly uncertain and may continue to pose a significant safety hazard for vessels transiting the Red Sea.
While the cease-fire declared on January 15, 2025 eased tensions in the region, attacks resumed in March 2025 and the future direction of the conflict remains highly uncertain and may continue to pose a significant safety hazard for vessels transiting the Red Sea.
Vessel operating expenses before pre-delivery expenses exclude one-time pre-delivery and pre-joining expenses associated with initial crew manning and supply of stores of Company’s vessels upon delivery. Performance Indicators The figures shown below are non-GAAP statistical ratios used by management to measure performance of our vessels. For the “Fleet Data” figures, there are no comparable U.S. GAAP measures.
Vessel operating expenses before pre-delivery expenses exclude one-time pre-delivery and pre-joining expenses associated with initial crew manning and supply of stores of Company’s vessels upon delivery. Key Performance Indicators The figures shown below are non-GAAP statistical ratios used by management to measure performance of our vessels. For the “Fleet Data” figures, there are no comparable U.S. GAAP measures.
Sale and Leaseback Transactions repaid during the year ended December 31, 2024 and December 31, 2023 March 2023 Neptune Sale and Leaseback On March 31, 2023, following the delivery of M/V Oasea, the Company entered into a $12.25 million sale and leaseback agreement with a subsidiary of Neptune, for the purpose of partly financing the acquisition cost of M/V Oasea.
Sale and Leaseback Transactions repaid during the year ended December 31, 2025 and December 31, 2024 March 2023 Neptune Sale and Leaseback On March 31, 2023, following the delivery of M/V Oasea, the Company entered into a $12.25 million sale and leaseback agreement with a subsidiary of Neptune, for the purpose of partly financing the acquisition cost of M/V Oasea.
We will require capital to fund ongoing operations and capital expenditures for our vessels’ scheduled surveys, vessel improvements to meet new regulations, for any future vessel acquisitions and to pay dividends. Our principal source of funds has been our operating cash inflows, long-term borrowings from banks, sale and leaseback transactions, vessels sales and equity provided by the capital markets.
We will require capital to fund ongoing operations and capital expenditures for our vessels’ scheduled surveys, vessel improvements to meet new regulations and for any future vessel acquisitions. Our principal source of funds has been our operating cash inflows, long-term borrowings from banks, sale and leaseback transactions, vessels sales and equity provided by the capital markets.
Critical Accounting Policies Critical accounting policies are those that are both most important to the portrayal of the company’s financial condition and results, and require management’s most difficult, subjective, or complex judgments, often as a result of the need to make estimates about the effects of matters that are inherently uncertain. We have described in Item 5.
Critical Accounting Policies Critical accounting policies are those that are both most important to the portrayal of the company’s financial condition and results, and require management’s most difficult, subjective, or complex judgments, often as a result of the need to make estimates about the effects of matters that are inherently uncertain. We have described in “Item 5.
The difference between the carrying value of our vessels or right-of use assets and their market value of $5.2 million and $5.5 million, as of December 31, 2024 and 2023, respectively, represents the amount by which we believe we would have had to reduce our net income if we sold our vessels, on industry standard terms, in cash transactions, and to a willing buyer where we are not under any compulsion to sell, and where the buyer was not under any compulsion to buy as of December 31, 2024 and 2023.
The difference between the carrying value of our vessels or right-of use assets and their market value of $2.0 million and $5.2 million, as of December 31, 2025 and 2024, respectively, represents the amount by which we believe we would have had to reduce our net income if we sold our vessels, on industry standard terms, in cash transactions, and to a willing buyer where we are not under any compulsion to sell, and where the buyer was not under any compulsion to buy as of December 31, 2025 and 2024.
Existing Sale and Leaseback Activities April 2023 Neptune Sale and Leaseback On April 26, 2023, following the delivery of the M/V Cretansea, we entered into a $12.25 million sale-and-leaseback agreement with a subsidiary of Neptune Maritime Leasing Ltd. (“Neptune”), for the purpose of partly financing the acquisition cost of M/V Cretansea.
Existing Sale and Leaseback Activities April 2023 Neptune Sale and Leaseback On April 26, 2023, following the delivery of the M/V Cretansea, we entered into a $12.3 million sale-and-leaseback agreement with a subsidiary of Neptune Maritime Leasing Ltd. (“Neptune”), for the purpose of partly financing the acquisition cost of M/V Cretansea.
To minimize such subjectivity, our analysis for the year ended December 31, 2024, for which indicators of impairment were identified, also involved sensitivity analysis to the model input we believe is more important and likely to change.
To minimize such subjectivity, our analysis for the year ended December 31, 2025, for which indicators of impairment were identified, also involved sensitivity analysis to the model input we believe is more important and likely to change.
The table set forth below indicates (i) the carrying value of our vessels and right-of use assets as of December 31, 2024 and December 31, 2023, respectively, and (ii) if we believe our vessels had a basic market value below their carrying value.
The table set forth below indicates (i) the carrying value of our vessels and right-of use assets as of December 31, 2025 and December 31, 2024, respectively, and (ii) if we believe our vessels had a basic market value below their carrying value.
The period a vessel is not being chartered or is unable to perform the services for which it is required under a charter. Dry-docking. We periodically dry-dock each of our vessels for inspection, repairs and maintenance and any modifications to comply with industry certification or governmental requirements. 68 Table of Contents Time charter.
The period a vessel is not being chartered or is unable to perform the services for which it is required under a charter. Dry-docking. We periodically dry-dock each of our vessels for inspection, repairs and maintenance and any modifications to comply with industry certification or governmental requirements. Time charter.
Under a bareboat charter, the charterer assumes responsibility for all voyage and vessel operating expenses and risk of operation. Voyage charter. A voyage charter is generally a contract to carry a specific cargo from a load port to a discharge port for an agreed-upon total amount.
Under a bareboat charter, the charterer assumes responsibility for all voyage and vessel operating expenses and risk of operation. 74 Table of Contents Voyage charter. A voyage charter is generally a contract to carry a specific cargo from a load port to a discharge port for an agreed-upon total amount.
The Company has continuous options to repurchase the vessels throughout the duration of the charters, starting six months after the commencement date, while at the end of each three-year bareboat period, the Company has the obligation to repurchase each vessel for $5.0 million. The sale and leaseback agreements do not include any financial covenants or security value maintenance provisions.
The Company had continuous options to repurchase the vessels throughout the duration of the charters, starting six months after the commencement date, while at the end of each three-year bareboat period, the Company had the obligation to repurchase each vessel for $5.0 million. The sale and leaseback agreements did not include any financial covenants or security value maintenance provisions.
Our estimate is based on information available from various industry sources, including: • reports by industry analysts and data providers that focus on our industry and related dynamics affecting vessel values; • news and industry reports of similar vessel sales; • news and industry reports of sales of vessels that are not similar to our vessels where we have made certain adjustments in an attempt to derive information that can be used as part of our estimates; • approximate market values for our vessels or similar vessels that we have received from shipbrokers, whether solicited or unsolicited, or that shipbrokers have generally disseminated; • offers that we may have received from potential purchasers of our vessels; and • vessel sale prices and values of which we are aware through both formal and informal communications with shipowners, shipbrokers, industry analysts and various other shipping industry participants and observers.
Our estimate is based on information available from various industry sources, including: • reports by industry analysts and data providers that focus on our industry and related dynamics affecting vessel values; • news and industry reports of similar vessel sales; • news and industry reports of sales of vessels that are not similar to our vessels where we have made certain adjustments in an attempt to derive information that can be used as part of our estimates; • approximate market values for our vessels or similar vessels that we have received from shipbrokers, whether solicited or unsolicited, or that shipbrokers have generally disseminated; • offers that we may have received from potential purchasers of our vessels; and • vessel sale prices and values of which we are aware through both formal and informal communications with shipowners, shipbrokers, industry analysts and various other shipping industry participants and observers. 77 Table of Contents As we obtain information from various industry and other sources, our estimates of basic market value are inherently uncertain.
At the end of the optional period, the Company and the lessors have the option to repurchase and to sell the vessel, respectively, for $6.5 million. The sale and leaseback agreement does not include any financial covenants or security value maintenance provisions. As of December 31, 2024, the amount outstanding under the Onishi Sale and Leaseback was $17.2 million.
At the end of the optional period, the Company and the lessors have the option to repurchase and to sell the vessel, respectively, for $6.5 million. The sale and leaseback agreement does not include any financial covenants or security value maintenance provisions. As of December 31, 2025, the amount outstanding under the Onishi Sale and Leaseback was $15.5 million.
Loss on extinguishment of debt – The loss of $0.4 million in 2024 is mainly attributable to the early prepayment of the Neptune Sale and Leaseback associated with the vessel sale in July 2024.
The loss of $0.4 million in 2024 is mainly attributable to the early prepayment of the Neptune Sale and Leaseback associated with the vessel sale in July 2024.
In addition, the Company is required to maintain a security cover ratio not less than 110% for the first two years and 120% at all times thereafter until the maturity of the loan. As of December 31, 2024, the outstanding amount under this facility was $16.1 million.
In addition, the Company is required to maintain a security cover ratio not less than 110% for the first two years and 120% at all times thereafter until the maturity of the loan. As of December 31, 2025, the outstanding amount under this facility was $14.5 million.
Results of operations Principal Factors Affecting Our Business The principal factors that affect our financial position, results of operations and cash flows include the following: • number of vessels owned and operated; • voyage charter rates; • time charter trip rates; • period time charter rates; • the nature and duration of our voyage charters; • vessels repositioning; • vessel operating expenses and direct voyage costs; • maintenance and upgrade work; • the age, condition and specifications of our vessels; • issuance of our common shares and other securities; • amount of debt obligations; and • financing costs related to debt obligations. 60 Table of Contents We are also affected by the types of charters we enter into.
Operating Results Principal Factors Affecting Our Business The principal factors that affect our financial position, results of operations and cash flows include the following: • number of vessels owned and operated; • voyage charter rates; • time charter trip rates; • period time charter rates; • the nature and duration of our voyage charters; • vessels repositioning; • vessel operating expenses and direct voyage costs; • maintenance and upgrade work; • the age, condition and specifications of our vessels; • issuance of our common shares and other securities; • amount of debt obligations; and • financing costs related to debt obligations.
Vessels operating on period time charters and bareboat time charters provide more predictable cash flows, but can yield lower profit margins than vessels operating in the spot charter market, either on trip time charters or voyage charters, during periods characterized by favorable market conditions.
We are also affected by the types of charters we enter into. Vessels operating on period time charters and bareboat time charters provide more predictable cash flows, but can yield lower profit margins than vessels operating in the spot charter market, either on trip time charters or voyage charters, during periods characterized by favorable market conditions.
Our sensitivity analysis revealed that, to the extent that going forward the 10-year historical charter rates, excluding the outliers, would not decline by more than 13% for Panamax and Kamsarmax vessels, we would not require to recognize impairment for the year ended December 31, 2024. 73 Table of Contents
Our sensitivity analysis revealed that, to the extent that going forward the 10-year historical charter rates, excluding the outliers, would not decline by more than 16% for Panamax and Kamsarmax vessels, we would not require to recognize impairment for the year ended December 31, 2025.
The charterhire principal was repayable in 60 consecutive monthly installments of approximately $0.1 million each along with a purchase obligation of $6.4 at the expiration of the bareboat charter. The applicable interest rate was 3-month term SOFR plus 4.25% per annum.
The Company was required to maintain minimum liquidity of approximately $0.4 million in its operating account. The charterhire principal was repayable in 60 consecutive monthly installments of approximately $0.1 million each along with a purchase obligation of $6.4 at the expiration of the bareboat charter. The applicable interest rate was 3-month term SOFR plus 4.25% per annum.
On July 19, 2024, the Company repurchased the vessel from Neptune, repaying the outstanding charterhire principal of $10.8 million and the relevant prepayment fees, in connection with the sale of the M/V Oasea to her new owners. C. Research and development, patents and licenses, etc. None. D.
On July 19, 2024, the Company repurchased the vessel from Neptune, repaying the outstanding charterhire principal of $10.8 million and the relevant prepayment fees, in connection with the sale of the M/V Oasea to her new owners.
As of December 31, 2024, the amount outstanding under the Village Seven Sale and Leaseback was $11.9 million.
As of December 31, 2025, the amount outstanding under the Village Seven Sale and Leaseback was $9.6 million.
Net Cash from Operating Activities Net cash provided by operating activities for the year ended December 31, 2024 amounted to $3.3 million. Net cash used in operating activities for the year ended December 31, 2023 amounted to $6.2 million.
Net Cash from Operating Activities Net cash provided by operating activities for the year ended December 31, 2025 amounted to $2.2 million. Net cash provided by operating activities for the year ended December 31, 2024 amounted to $3.3 million.
Gain on sale of vessels – The gain of $1.4 million in 2024 is attributable to the sale of the M/V Oasea in July 2024. An aggregate amount of $0.2 million was paid to Seanergy Management for this sale in 2024, representing 1% of the gross sale price.
An aggregate amount of $0.5 million was paid to Seanergy Management for these sales in 2025, representing 1% of the gross sale price. The gain of $1.4 million in 2024 is attributable to the sale of the M/V Oasea in July 2024.
The 2024 cash outflows resulted mainly from $33.7 million prepayments of long-term debt and other financial liabilities, $32.1 million payments for finance lease liabilities, $2.6 million dividend payments, $1.6 million payments of financing costs and $0.5 million payments for repurchases of common stock.
Net cash used in financing activities for the year ended December 31, 2024 was $19.0 million. The 2024 cash outflows resulted mainly from $33.7 million prepayments of long-term debt and other financial liabilities, $32.1 million payments for finance lease liabilities, $2.6 million dividend payments, $1.6 million payments of financing costs and $0.5 million payments for repurchases of common stock.
Trend Information Our results of operations depend primarily on the charter rates earned by our vessels. The widely accepted benchmark of charter market in the dry bulk industry is the Baltic Dry Index, or the BDI.
Research and development, patents and licenses, etc. None. D. Trend Information Our results of operations depend primarily on the charter rates earned by our vessels. The widely accepted benchmark of charter market in the dry bulk industry is the Baltic Dry Index, or the BDI.
As we obtain information from various industry and other sources, our estimates of basic market value are inherently uncertain. In addition, vessel values are highly volatile; as such, our estimates may not be indicative of the current or future basic market value of our vessels or prices that we could achieve if we were to sell them.
In addition, vessel values are highly volatile; as such, our estimates may not be indicative of the current or future basic market value of our vessels or prices that we could achieve if we were to sell them.
For purposes of this calculation, we assumed that the vessels would be sold at a price that reflected our estimate of their charter-free market value as of December 31, 2024 and 2023. ​ Carrying value plus unamortized dry-docking costs as of (in millions of U.S. dollars) Vessel Year Built Dwt December 31, 2024 (in millions of U.S. dollars) December 31, 2023 (in millions of U.S. dollars) Tradership 2006 179,925 17.2 20.0 * Goodship 2005 177,536 16.4 16.2 Gloriuship 2004 171,314 - 15.9 * Nisea 2016 82,235 27.6 * - Oasea 2010 82,217 - 18.7 Cretansea 2009 81,508 19.0 * 18.9 * Chrisea 2013 78,173 20.5 21.5 * Synthesea 2015 78,020 25.0 * 26.2 * Exelixsea 2011 76,361 16.5 17.6 TOTAL 142.2 155.0 * Indicates Company’s vessels or right-of use assets for which we believe, as of December 31, 2024 and 2023, the basic charter-free market value was lower than the vessel’s carrying value or right-of use assets plus unamortized dry-docking costs. 72 Table of Contents Our estimate of charter-free market value assume that our vessels were in good and seaworthy condition without need for repair and if inspected would be certified in class without notations of any kind.
For purposes of this calculation, we assumed that the vessels would be sold at a price that reflected our estimate of their charter-free market value as of December 31, 2025 and 2024. ​ Carrying value plus unamortized dry-docking costs as of (in millions of U.S. dollars) Vessel Year Built Dwt December 31, 2025 (in millions of U.S. dollars) December 31, 2024 (in millions of U.S. dollars) Tradership 2006 179,925 - 17.2 Goodship 2005 177,536 - 16.4 Nisea 2016 82,235 26.4 * 27.6 * Cretansea 2009 81,508 - 19.0 * Chrisea 2013 78,173 19.3 * 20.5 Synthesea 2015 78,020 25.4 * 25.0 * Exelixsea 2011 76,361 15.4 16.5 TOTAL 86.5 142.2 * Indicates Company’s vessels or right-of use assets for which we believe, as of December 31, 2025 and 2024, the basic charter-free market value was lower than the vessel’s carrying value or right-of use assets plus unamortized dry-docking costs.
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS The following discussion of the results of our operations and our financial condition should be read in conjunction with the financial statements and the notes to those statements included in “Item 18.
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS The following discussion of the results of our operations and our financial condition should be read in conjunction with the financial statements and the notes to those statements included in “Item 18. Financial Statements.” This discussion contains forward-looking statements that involve risks, uncertainties, and assumptions.
In 2024, the total size of the dry bulk fleet rose by about 3.0%, compared to demand growth of 4.9%. According to tentative projections, the total size of the dry bulk fleet is expected to rise by about 3.0% in 2025, compared to expected demand growth of 0.7%.
In 2025, the total size of the dry bulk fleet rose by about 3.0%, compared to demand growth of 2.2%. According to tentative projections, the total size of the dry bulk fleet is expected to rise by about 3.6% in 2026, compared to expected demand growth of 1.8%.
For a description of all our significant accounting policies, see Note 2 to our annual audited financial statements included in this annual report. 71 Table of Contents Impairment of Long-lived Assets We review our long-lived assets for impairment whenever events or changes in circumstances, such as prevailing market conditions, obsolescence or damage to the asset, business plans to dispose a vessel earlier than the end of its useful life and other business plans, indicate that the carrying amount of the assets, plus unamortized dry-docking costs or right-of use assets, may not be recoverable.
Impairment of Long-lived Assets We review our long-lived assets (owned vessels and right of use assets) for impairment whenever events or changes in circumstances, such as prevailing market conditions, obsolescence or damage to the asset, business plans to dispose a vessel earlier than the end of its useful life and other business plans, indicate that the carrying amount of the assets, plus unamortized dry-docking costs or right-of use assets, may not be recoverable.
As a majority of our fleet is employed on index-linked charter contracts, we will be exposed to any near-term volatility in the charter market, to the extent that we have not hedged the index-linked earnings through forward freight agreements.
We may need to adjust our operational strategies to navigate these changes. 73 Table of Contents As all of our fleet is employed on index-linked charter contracts, we will be exposed to any near-term volatility in the charter market, to the extent that we have not hedged the index-linked earnings through forward freight agreements.
On January 30, 2023, as part of the sale of the M/T Minoansea and the acquisitions of the M/Vs Goodship and Tradership, we entered into a deed of accession, amendment and restatement of the August 2022 EnTrust Facility in order to replace the collateral vessel securing this facility.
Following the sale of the M/Ts Parosea and Bluesea, we repaid their respective tranches for an aggregate amount of $32.4 million. 70 Table of Contents On January 30, 2023, as part of the sale of the M/T Minoansea and the acquisitions of the M/Vs Goodship and Tradership, we entered into a deed of accession, amendment and restatement of the August 2022 EnTrust Facility in order to replace the collateral vessel securing this facility.
Sale and Leaseback Transactions New Sale and Leaseback Activities during the year ended December 31, 2024 Village Seven Sale and Leaseback On February 22, 2024, we entered into a $13.8 million sale and leaseback agreement with Village Seven Co., Ltd and V7 Fune Inc. (collectively, “Village Seven”) in order to refinance the August 2022 EnTrust Facility.
As of December 31, 2025, the outstanding charterhire principal was $9.1 million. 71 Table of Contents Village Seven Sale and Leaseback On February 22, 2024, we entered into a $13.8 million sale and leaseback agreement with Village Seven Co., Ltd and V7 Fune Inc. (collectively, “Village Seven”) in order to refinance the August 2022 EnTrust Facility.
August 2022 EnTrust Facility In August 2022, the Company entered into a secured loan facility of $63.6 million with Kroll Agency Services Limited and Kroll Trustee Services Limited, as facility agent and security agent, respectively, and certain nominees of EnTrust Global as lenders to partially finance the acquisition of the M/Ts Parosea, Bluesea, Minoansea and Epanastasea at a fixed rate of 7.90% per annum.
Loan Facilities repaid during the years ended December 31, 2025 and December 31, 2024 August 2022 EnTrust Facility In August 2022, the Company entered into a secured loan facility of $63.6 million, divided into four tranches, with certain nominees of EnTrust Global as lenders to partially finance the acquisition of the M/Ts Parosea, Bluesea, Minoansea and Epanastasea at a fixed rate of 7.90% per annum.
Charter revenues are adjusted for commissions, expected off hires due to scheduled vessel maintenance and estimated unexpected breakdown off hires. The undiscounted projected operating cash outflows are determined by applying various assumptions regarding vessel operating expenses and scheduled vessel maintenance. Our assessment concluded that no impairment loss should be recorded as of December 31, 2024 and 2023.
Charter revenues are adjusted for commissions, expected off hires due to scheduled vessel maintenance and estimated unexpected breakdown off hires. The undiscounted projected operating cash outflows are determined by applying various assumptions regarding vessel operating expenses and scheduled vessel maintenance.
Over the course of 2024, the BDI registered a low of 976 on December 19, 2024 and a high of 2,419 on March 18, 2024. The historic performance of the BDI has been characterized by high volatility, driven by changes in supply and demand for vessels.
Over the course of 2025, the BDI registered a low of rom a low of 715 on January 30 , 2025 to a high of 2,845 on December 3 , 2025. The historic performance of the BDI has been characterized by high volatility, driven by changes in supply and demand for vessels.
Our operations have not been materially affected, as our vessels do not currently operate in Russian or Ukrainian ports, and our suppliers and service providers have not faced restrictions or disruptions in their activities. We do not anticipate any significant impact in the future.
Initially, the effect ranged from neutral to positive, with shifts in ton-mile demand supporting the market. Our operations have not been materially affected, as our vessels do not currently operate in Russian or Ukrainian ports, and our suppliers and service providers have not faced restrictions or disruptions in their activities. We do not anticipate significant impacts in the future.
Meanwhile, the 2023 Israel–Hamas war and subsequent missile attacks by the Houthis in the Red Sea have led vessels to divert via the Cape of Good Hope, instead of transiting the Suez Canal. This had a modestly positive impact on the dry bulk market, since the longer route increased fleet utilization and reduced the supply of available ships.
Meanwhile, the Israel–Hamas conflict and subsequent missile attacks by the Houthis in the Red Sea have led vessels to divert via the Cape of Good Hope, which had a modestly positive impact on the dry bulk market by reducing supply.
Our Fleet – Illustrative Comparison of Possible Excess of Carrying Value Over Estimated Charter-Free Market Value of Certain Vessels Historically, the market values of vessels have experienced volatility, which from time to time may be substantial.
Our assessment concluded that no impairment loss should be recorded as of December 31, 2025 and 2024. 76 Table of Contents Our Fleet – Illustrative Comparison of Possible Excess of Carrying Value Over Estimated Charter-Free Market Value of Certain Vessels Historically, the market values of vessels have experienced volatility, which from time to time may be substantial.
As of the date of this annual report, our cash flow projections indicate that cash on hand and cash to be provided by operating activities, financing activities and investing activities or a combination of any of those (i.e. debt agreements, vessel sales, sale and leaseback activities and finance leases) will be sufficient to meet our obligations and cover the liquidity needs that become due in the twelve-month period ending one year after the financial statements’ issuance, including obligations arising from purchase options in finance lease agreements and for vessel acquisitions. 63 Table of Contents Cash Flows (In thousands of US Dollars) Year ended December 31, 2024 Year ended December 31, 2023 From the date of inception (January 20, 2022) through December 31, 2022 Cash Flow Data: Net cash provided by / (used in) operating activities 3,264 (6,228 ) 7,875 Net cash provided by / (used in) investing activities 7,949 (59,138 ) 6,488 Net cash (used in) / provided by financing activities (18,952 ) 9,935 55,569 Year ended December 31, 2024, as compared to year ended December 31, 2023 Cash and cash equivalents and restricted cash, non-current, as of December 31, 2024 were $6.8 million.
As of the date of this annual report, our cash flow projections indicate that cash on hand and cash to be provided by operating activities, financing activities and investing activities or a combination of any of those (i.e. debt agreements, vessel sales, sale and leaseback activities and finance leases) will be sufficient to meet our obligations and cover the liquidity needs that become due in the twelve-month period ending one year after the financial statements’ issuance, including obligations arising from purchase options in finance lease agreements and for vessel acquisitions.
This increase was also enhanced by a slight increase in TCE rate in 2024 compared of that of 2023. Please see the reconciliation of TCE rate (a non-GAAP measure) to net revenues from vessels, the most directly comparable U.S. GAAP measure in “Item 5. Operating and Financial Review and Prospects – D. Trend Information – Key Performance Indicators”.
This decrease was also attributed to a decrease in charter rates. Our time charter equivalent rate for 2025 was 14% lower than that of 2024. Please see the reconciliation of TCE rate (a non-GAAP measure) to net revenues from vessels, the most directly comparable U.S. GAAP measure in “Item 5. Operating and Financial Review and Prospects – D.
Operating and Financial Review and Prospects – D. Trend Information – Key Performance Indicators”. Management Fees – related party – Management fees to related party amounted to $1.7 million in 2024 and $1.4 million in 2023.
Please see the calculation of daily operating expenses (a non-GAAP metric) “Item 5. Operating and Financial Review and Prospects – D. Trend Information – Key Performance Indicators”. Management Fees – related party – Management fees to related party amounted to $1.7 million in 2025 and $1.7 million in 2024.
Impairment loss – Impairment loss amounted to $0.8 million in 2024 and relates to the M/V Gloriuship which was classified as held for sale as of December 31, 2024 and her delivery to the new owners is expected to take place in the third quarter of 2025. No impairment loss was recorded for 2023.
Impairment loss in 2024 amounted to $0.8 million in 2024 and relates to the M/V Gloriuship which was classified as held for sale as of December 31, 2024. Gain on sale of vessels, net – The net gain of $1.8 million in 2025 is attributable to the sale of the M/V Gloriuship, M/V Tradership and M/V Goodship.
We may take advantage of these provisions until the end of the fiscal year following the fifth anniversary of our initial public offering or such earlier time that we are no longer an emerging growth company.
We may take advantage of these provisions until the end of the fiscal year following the fifth anniversary of the date we first sold our common equity securities pursuant to an effective registration statement under the Securities Act (which we first did in July 2022) or such earlier time that we are no longer an emerging growth company.
On December 5, 2023, we prepaid the $12.2 million outstanding indebtedness under the two tranches secured by the M/V Goodship and M/V Tradership, using proceeds from the Huarong Sale and Leaseback agreement, described below. 65 Table of Contents Following the 2023 amendments, the August 2022 EnTrust Facility was repayable through one installment of $0.5 million on the twelfth month after the original drawdown date, and an installment of $1.5 million on the fifteenth month after the original drawdown date, followed by a balloon installment of $13.0 million payable at maturity.
Following the 2023 amendments, the August 2022 EnTrust Facility was repayable through one installment of $0.5 million on the twelfth month after the original drawdown date, and an installment of $1.5 million on the fifteenth month after the original drawdown date, followed by a balloon installment of $13.0 million payable at maturity.
Further to the direct impact on seaborne trade, these events also affected seaborne trade indirectly through their impact, realized or expected, on economic activity and inflation. Even though the ongoing war in Ukraine, initially had a positive effect on the dry bulk market due to shifts in trade patterns, its long term impact has been marginal.
Further to the direct impact on seaborne trade, these events also affected seaborne trade indirectly through their impact, realized or expected, on economic activity and inflation. While the ongoing war in Ukraine, especially at its first stages, heightened economic uncertainty, it has had minimal impact on the dry bulk market so far.
The increase is attributable to the increase of the weighted average outstanding debt from $58.4 million in 2023 to $70.0 million in 2024.The weighted average interest rate on our outstanding debt was 8.54% and 8.70% for 2024 and 2023, respectively.
The decrease is attributable to the decrease of the weighted average outstanding debt from $70.0 million in 2024 to $66.3 million in 2025, while the weighted average interest rate on our outstanding debt fell to 7.32% in 2025 from 8.54% in 2024.
The charterhire principal of each sale and leaseback transaction amortizes through 36 monthly installments of approximately $0.1 million and a purchase obligation of $5.0 million at the expiration of each bareboat agreement. The applicable interest rate is 3-month term SOFR plus 3.30% per annum. As of December 31, 2024, the aggregate charterhire principal was $25.0 million.
The charterhire principal of each sale and leaseback transaction was repayable through 36 monthly installments of approximately $0.1 million and a purchase obligation of $5.0 million at the expiration of each bareboat agreement.
Operating and Financial Review and Prospects – E. Critical Accounting Estimates our critical accounting policies, because they potentially result in material different results under different assumptions and conditions. For a description of all our significant accounting policies, see Note 2 to our annual audited financial statements included in this annual report.
For a description of all our significant accounting policies, see Note 2 to our annual audited financial statements included in this annual report.
Please see Item 5.A of our Form 20-F filed with the Commission on April 2, 2024 for a discussion of the year-to-year comparison between 2023 and 2022. 64 Table of Contents Loan Arrangements New Loan Facility during the year ended December 31, 2024 Sinopac Loan Facility On August 5, 2024, the Company entered a $16.5 million loan facility (the “Sinopac Loan Facility”) with Sinopac Capital International (HK) Limited (“Sinopac”) for the purpose of financing the exercise of the purchase option of the M/V Chrisea under its previous bareboat charter.
Loan Arrangements Pre - Existing Loan Facilities Sinopac Loan Facility On August 5, 2024, the Company entered a $16.5 million loan facility (the “Sinopac Loan Facility”) with Sinopac Capital International (HK) Limited (“Sinopac”) for the purpose of financing the exercise of the purchase option of the M/V Chrisea under its previous bareboat charter.
Liquidity and Capital Resources As of December 31, 2024, we did not have any contractual obligations other than the loan agreements, finance leases, other financial liabilities, capital expenditures for vessels acquisitions described below and the remaining capital commitments of Euro 4.4 million related to the ECV project.
Liquidity and Capital Resources As of December 31, 2025, we did not have any contractual obligations other than the loan agreements, finance leases, other financial liabilities and capital expenditures for vessels acquisitions described below. In January 2026, we distributed $0.8 million as a quarterly cash dividend (declared on November 10, 2025) to our common shareholders.
Voyage Expenses – Voyage expenses amounted to $1.8 million in 2024 and $3.1 million in 2023. The decrease is mainly attributed to the 44 operating days that our fleet was chartered in the spot market in 2023 compared to NIL days in 2024, during which such expenses are borne by the owners.
The increase is primarily attributed to the 165 operating days that our fleet was chartered in the spot market in 2025 compared to NIL days in 2024, for which voyage expenses are borne by the owners. 66 Table of Contents Vessel Operating Expenses – Vessel operating expenses amounted to $15.7 million in 2025 and $19.7 million in 2024.
The outflows were partially offset by $47.1 million proceeds from long term debt and other financial liabilities and $4.4 million relates to amounts due to related party. Net cash provided by financing activities for the year ended December 31, 2023 was $9.9 million.
The outflows were partially offset by $47.1 million proceeds from long term debt and other financial liabilities and $4.4 million relates to amounts due to related party. Please see “Item 5. Operating and Financial Review and Prospects – B.
(In thousands of US Dollars, except operating days and TCE rate) United Maritime Corporation Year ended December 31, 2024 Year ended December 31, 2023 For the period from January 20, 2022 (date of inception) to December 31, 2022 Vessel revenue, net $ 45,439 $ 36,067 $ 22,784 Voyage expenses $ (1,771 ) $ (3,107 ) $ (5,245 ) Time charter equivalent revenues $ 43,688 $ 32,960 $ 17,539 Operating days 2,778 2,143 610 TCE rate $ 15,719 $ 15,380 $ 28,752 70 Table of Contents (In thousands of US Dollars, except operating days and TCE rate) United Maritime Predecessor For the period from January 1, 2022 through July 5, 2022 Vessel revenue, net $ 2,327 Voyage expenses $ (440 ) Time charter equivalent revenues $ 1,887 Operating days 116 TCE rate $ 16,267 (In thousands of US Dollars, except ownership days and Daily Vessel Operating Expenses) Year ended December 31, 2024 Year ended December 31, 2023 For the period from January 20, 2022 (date of inception) to December 31, 2022 Vessel operating expenses $ 19,745 $ 20,338 $ 5,179 Pre-delivery expenses $ (724 ) $ (4,291 ) $ (718 ) Vessel operating expenses before pre-delivery expenses $ 19,021 $ 16,047 $ 4,461 Ownership days 2,875 2,339 614 Daily Vessel Operating Expenses $ 6,616 $ 6,861 $ 7,265 (In thousands of US Dollars, except ownership days and Daily Vessel Operating Expenses) United Maritime Predecessor For the period from January 1, 2022 through July 5, 2022 Vessel operating expenses $ 1,100 Ownership days 186 Daily Vessel operating expenses $ 5,914 E.
Year ended December 31, Fleet Data: 2025 2024 2023 Ownership days 2,470 2,875 2,339 Available days 2,447 2,787 2,200 Operating days 2,412 2,778 2,143 Fleet utilization 97.7 % 96.6 % 91.6 % Average Daily Results: TCE rate(1) $ 13,565 $ 15,719 $ 15,380 Daily Vessel Operating Expenses(2) $ 6,338 $ 6,616 $ 6,861 (In thousands of US Dollars, except operating days and TCE rate) Year ended December 31, 2025 2024 2023 Vessel revenue, net $ 37,785 $ 45,439 $ 36,067 Voyage expenses $ (5,066 ) $ (1,771 ) $ (3,107 ) Time charter equivalent revenues $ 32,719 $ 43,688 $ 32,960 Operating days 2,412 2,778 2,143 TCE rate $ 13,565 $ 15,719 $ 15,380 75 Table of Contents (In thousands of US Dollars, except ownership days and Daily Vessel Operating Expenses) Year ended December 31, 2025 2024 2023 Vessel operating expenses $ 15,655 $ 19,745 $ 20,338 Pre-delivery expenses $ - $ (724 ) $ (4,291 ) Vessel operating expenses before pre-delivery expenses $ 15,655 $ 19,021 $ 16,047 Ownership days 2,470 2,875 2,339 Daily Vessel Operating Expenses $ 6,338 $ 6,616 $ 6,861 E.
The gain of $11.8 million recorded in 2023 is attributable to the sale of the M/T Epanastasea in August 2023. An aggregate amount of $0.4 million was paid to Seanergy Management for this sale in 2023, representing 1% of the gross sale price.
An aggregate amount of $0.2 million was paid to Seanergy Management for this sale in 2024, representing 1% of the gross sale price. Interest and Finance Costs – Interest and finance costs amounted to $6.4 million in 2025 and $8.4 million in 2024.
Infrastructure improvements in West Africa, led by Guinea, are expected to further boost bauxite trade, while, the giant Simandou iron ore project is anticipated to significantly increase iron ore exports from the region. 67 Table of Contents The significant geopolitical developments, with most notable the recent conflicts in Ukraine and Gaza, along with escalating tariff disputes, have to a certain extent disrupted dry bulk seaborne trade, affecting global shipping routes, freight rates, and maritime security.
The significant geopolitical developments, with most notable the recent conflicts in Ukraine and the Middle East, along with escalating tariff disputes, have to a certain extent disrupted dry bulk seaborne trade, affecting global shipping routes, freight rates, and maritime security.
(“Huarong”) for the purpose of refinancing the outstanding indebtedness of the M/V Gloriuship which was previously financed by the July 2022 EnTrust Facility, and the outstanding indebtedness of the M/Vs Goodship and Tradership which were previously financed by the August 2022 EnTrust Facility.
Huarong Sale and Leasebacks On November 15, 2023, the Company entered into three identical $10.0 million sale and leaseback transactions with affiliates of Huarong for the purpose of refinancing the outstanding indebtedness of the M/Vs Gloriuship, Goodship and Tradership which were previously financed by the August 2022 EnTrust Facility.
The increase is primarily attributed to the increased operating days in 2024 compared to 2023 due to the increased size of our fleet which is partially offset by the drydocking costs, as three vessels underwent drydocking in 2024. Net Cash from Investing Activities Net cash provided by investing activities for the year ended December 31, 2024 was $7.9 million.
The decrease is primarily attributed to decreased charter rates prevailed in the market in 2025 compared to 2024 and increased voyage expenses for our vessels chartered in the spot market in 2025 compared to 2024, partially offset by the decrease in vessel operating expenses in the same period. 69 Table of Contents Net Cash from Investing Activities Net cash provided by investing activities in the year ended December 31, 2025 was $40.4 million.
In January 2025, we distributed $0.7 million as a quarterly cash dividend to our common shareholders. On March 17, 2025, we declared a cash dividend of $0.01 per share for the fourth quarter of 2024. The quarterly dividend was paid on April 10, 2025 to all shareholders of record as of March 27, 2025.
On March 10, 2026, we declared a cash dividend of $0.10 per share for the fourth quarter of 2025 payable on or about April 10, 2026 to all shareholders of record as of March 27, 2026. In February 2026, we took delivery of the M/V Dukeship through an 18-month bareboat charter agreement with Seanergy.
Dollars, except for share and per share data) Change Year ended December 31, 2024 Year ended December 31, 2023 Amount % Revenues: Vessel revenue, net 45,439 36,067 9,372 26 % Expenses: Voyage expenses (1,771 ) (3,107 ) 1,336 (43 )% Vessel operating expenses (19,745 ) (20,338 ) 593 (3 )% Management fees-related party (1,741 ) (1,421 ) (320 ) 23 % Management fees (522 ) (545 ) 23 (4 )% General and administration expenses (4,010 ) (6,018 ) 2,008 (33 )% Depreciation and amortization (13,430 ) (9,363 ) (4,067 ) 43 % Impairment loss (828 ) - (828 ) - Gain on sale of vessel, net 1,426 11,804 (10,378 ) (88 )% Operating income 4,818 7,079 (2,261 ) (32 )% Other income / (expenses), net: Interest and finance costs (8,416 ) (7,183 ) (1,233 ) 17 % Loss on extinguishment of debt (397 ) (85 ) (312 ) 367 % Interest income 314 430 (116 ) (27 )% Loss on equity method investment (142 ) - (142 ) - Other income 311 112 199 178 % Other, net 129 (132 ) 261 (198 )% Total other expenses, net: (8,201 ) (6,858 ) (1,343 ) 20 % Net (loss) / income (3,383 ) 221 (3,604 ) (1,631 )% Net (loss) / income attributable to common stockholders (3,383 ) 126 (3,257 ) (2,585 )% Net (loss) / income per common share Basic and Diluted (0.39 ) 0.02 Weighted average number of common shares outstanding Basic and Diluted 8,711,951 8,359,487 61 Table of Contents Vessel Revenue, Net – Vessel revenue, net increased by $9.4 million or 26% in 2024 and is mainly attributable to the increase in the size of our fleet resulting to an increase of operating days from 2,143 days in 2023 to 2,778 days in 2024.
For a description of all our significant accounting policies, see Note 2 to our annual audited financial statements included in this annual report. 65 Table of Contents Results of Operations Year ended December 31, 2025 as compared to year ended December 31, 2024 Change Year ended Year ended December 31, 2025 December 31, 2024 Amount % Revenues: Vessel revenue, net 37,785 45,439 (7,654 ) (17 )% Expenses: Voyage expenses (5,066 ) (1,771 ) (3,295 ) 186 % Vessel operating expenses (15,655 ) (19,745 ) 4,090 (21 )% Management fees-related party (1,661 ) (1,741 ) 80 (5 )% Management fees (367 ) (522 ) 155 (30 )% General and administration expenses (4,306 ) (4,010 ) (296 ) 7 % Depreciation and amortization (10,816 ) (13,430 ) 2,614 (19 )% Impairment loss (2,142 ) (828 ) (1,314 ) 159 % Gain on sale of vessel, net 1,773 1,426 347 24 % Operating (loss) / income (455 ) 4,818 (5,273 ) (109 )% Other income / (expenses), net: Interest and finance costs (6,373 ) (8,416 ) 2,043 (24 )% Interest and finance costs-related party (48 ) - (48 ) - Interest income 218 314 (96 ) (31 )% Loss on equity method investment (86 ) (142 ) 56 (39 )% Loss on extinguishment of debt (640 ) (397 ) (243 ) 61 % Other income 151 311 (160 ) (51 )% Gain on acquisition of RGI 1,268 - 1,268 - Foreign currency exchange (losses) / gain, net (249 ) 129 (378 ) (293 )% Total other expenses, net: (5,759 ) (8,201 ) 2,442 (30 )% Net loss (6,214 ) (3,383 ) (2,831 ) 84 % Net loss attributable to common stockholders (6,188 ) (3,383 ) (2,805 ) 83 % Net loss per common share Basic and Diluted (0.70 ) (0.39 ) Weighted average number of common shares Outstanding Basic and Diluted 8,866,523 8,711,951 Vessel Revenue, Net – Vessel revenue, net decreased by $7.7 million or 17% in 2025 and is mainly attributable to the decrease in the size of our fleet resulting to a decrease of operating days from 2,778 days in 2024 to 2,412 days in 2025.
The slight decrease is primarily attributable to the decrease in daily operating expenses from $6,861 in 2023 to $6,616 in 2024. The decrease was partially offset by the increase in ownership days from 2,339 ownership days in 2023 to 2,875 ownership days in 2024. Please see the calculation of daily operating expenses (a non-GAAP metric) “Item 5.
The decrease is primarily attributable to the decrease in ownership days from 2,875 ownership days in 2024 to 2,470 ownership days in 2025 as a result of the decrease in the size of our fleet in 2025 and to the decrease in daily operating expenses from $6,616 in 2024 to $6,338 in 2025.
On March 6, 2024, we entered into a bareboat charter agreement for an 82,235 dwt Kamsarmax dry bulk carrier built in 2016 in Japan, which was renamed Nisea and was delivered to the Company in September 2024.
In February 2026, RGI declared and paid a dividend of Euro 0.9 million to all of its shareholders. 68 Table of Contents On March 6, 2024, we entered into an 18-month bareboat charter agreement for the M/V Nisea and was delivered to the Company in September 2024.
As of December 31, 2024, the outstanding charterhire principal was $10.3 million. 66 Table of Contents Huarong Sale and Leaseback On November 15, 2023, the Company entered into three identical $10.0 million sale and leaseback transactions with affiliates of China Huarong Shipping Financial Leasing Company Ltd.
Sale and Leaseback Transactions New Sale and Leaseback Activities after the year ended December 31, 2025 Nisea Huarong Sale and Leaseback On March 5, 2026, we entered into an $18.3 million sale and leaseback agreement with an affiliate of China Huarong Shipping Financial Leasing Company Ltd.
Higher import costs and more trade imbalances may affect shipping volumes, routes, and demand patterns, in ways that can potentially impact the dry bulk market. We may need to adjust our operational strategies to navigate these changes.
These tariffs may affect shipping volumes, routes, and demand patterns, potentially impacting the dry bulk market.
The vessel is chartered-in under an 18-month bareboat charter agreement, with a down payment of $7.5 million (already paid), at a daily charter rate of $8,000 over the period of the bareboat charter. We also have the option to purchase the vessel at the end of the bareboat charter period for a purchase price of $16.6 million.
Pursuant to the terms of the bareboat charter we have advanced a down payment of $5.5 million. The bareboat charter includes a daily charter rate of $9,450 over the charter period and a purchase obligation of $22.1 million at the end of the bareboat charter.
Results of Operations Year ended December 31, 2024 as compared to year ended December 31, 2023 (In thousands of U.S.
Results of Operations – Year ended December 31, 2024 as compared to year ended December 31, 2023” in our Annual Report on Form 20-F for the year ended December 31, 2024, filed with the Commission on March 21, 2025.
On the bauxite front, China's bauxite imports are playing an increasingly vital role in Capesize markets.
On the bauxite front, China’s bauxite imports are playing an increasingly vital role in Capesize markets. Infrastructure improvements in West Africa, led by Guinea, are expected to further boost bauxite trade, while, the giant Simandou iron ore project is anticipated to significantly increase iron ore exports from the region.
The increase is related to the increase in ownership days for vessels that were under related parties’ management, from 1,208 days in 2023 to 1,777 days in 2024. Management Fees – Management fees amounted to $0.5 million in 2024 and $0.5 million in 2023.
Management Fees – Management fees amounted to $0.4 million in 2025 and $0.5 million in 2024. For the year ended December 31, 2025, we had 625 ownership days under third party technical management compared to 1,175 ownership days for the respective period in 2024.
The outflows were partially offset by the $37.5 million proceeds from sale of M/T Epanastasea. Net Cash from Financing Activities Net cash used in financing activities for the year ended December 31, 2024 was $19.0 million.
The 2025 cash inflow was partially offset by the cash outflows that mainly relate to payments of $5.2 million for equity investments, the deployment of $4.2 million in capital to a subsidiary (RGI) and $0.7 million payments for vessels’ improvements. Net cash provided by investing activities for the year ended December 31, 2024 was $7.9 million.
Other Income – Other income amounted to $0.3 million in 2024 and $0.1 million in 2023. The increase is attributed to the insurance credits in respect with vessels’ insurances. Please see Item 5.A of our Form 20-F filed with the Commission on April 2, 2024 for a discussion of the year-to-year comparison between 2023 and 2022.
Liquidity and Capital Resources – Cash Flows” of our Annual Report on Form 20-F for the year ended December 31, 2024, filed with the Commission on March 21, 2025, for a discussion of the year-to-year comparison between 2024 and 2023.
The inflows were partially offset by $31.9 million repayments of long-term debt and other financial liabilities, $9.4 million dividend payments, $2.7 million payments for finance lease liabilities, $1.8 million payments of financing costs and $0.7 million payments for repurchases of common stock.
The 2025 cash outflow resulted mainly from debt repayments of $31.7 million (including the full prepayment of Huarong Sale and Leaseback agreements following the sales of M/V Gloriuship, M/V Goodship and M/V Tradership), lease liabilities payments of $2.0 million, dividend payments of $1.1 million and $0.2 million payments for repurchases of common stock.
Removed
Financial Statements.” We were incorporated under the laws of the Republic of the Marshall Islands on January 20, 2022 and did not commence operations until the consummation of the Spin-Off on July 5, 2022.
Added
Operating and Financial Review and Prospects – E. Critical Accounting Estimates” our critical accounting policies, because they potentially result in material different results under different assumptions and conditions.
Removed
For periods from January 1, 2022 up to July 5, 2022, the accompanying financial statements reflect the financial position and results of the carve-out operations of United Maritime Predecessor.
Added
Trend Information – Key Performance Indicators”. Voyage Expenses – Voyage expenses amounted to $5.1 million in 2025 and $1.8 million in 2024.
Removed
For period from January 20, 2022 up to December 31, 2022 and for the years ended December 31, 2023 and December 31, 2024, the accompanying financial statements reflect the financial position and results of United Maritime Corporation and of its consolidated subsidiaries. This discussion contains forward-looking statements that involve risks, uncertainties, and assumptions.
Added
General and Administrative Expenses – General and administrative expenses amounted to $4.3 million and $4.0 million in 2025 and 2024, respectively. The slight increase is mainly attributable to increased professional fees for 2025 compared to the same period in 2024. Depreciation and amortization – Depreciation and amortization amounted to $10.8 million in 2025 and $13.4 million in 2024.
Removed
The decrease was partially offset by the increased brokerage commission as a result of the increased revenue earned in 2024 as compared to 2023. Vessel Operating Expenses – Vessel operating expenses amounted to $19.7 million in 2024 and $20.3 million in 2023.
Added
The decrease is attributable to the decrease in ownership days from 2,875 days in 2024 to 2,470 days in 2025 due to disposal of the three Capesize vessels in 2025. Impairment loss – Impairment loss amounted to $2.1 million related to the M/V Cretansea which was classified as held for sale as of December 31, 2025.

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Item 6. [Reserved]

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

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Tsantanis also served as Seanergy’s Interim Chief Financial Officer from November 2013 until October 2018. Mr. Tsantanis has been actively involved in the shipping and finance industry since 1998 and has held senior management positions in prominent private and public shipping companies and financial institutions.
Tsantanis also served as Seanergy’s Interim Chief Financial Officer from November 2013 until October 2018. Mr. Tsantanis has been actively involved in the shipping and finance industry since 1998 and has held senior management positions in prominent private and public shipping companies, as well as financial institutions. Mr.
Anagnostara is also a member of the board of directors of Seanergy, and between 2008 to 2013 she served as Seanergy’s Chief Financial Officer. She has more than 26 years of maritime and international business experience in the areas of finance, banking, capital markets, consulting, accounting and audit.
Anagnostara is also a member of the board of directors of Seanergy, and between 2008 to 2013 she served as Seanergy’s Chief Financial Officer. She has more than 27 years of maritime and international business experience in the areas of finance, banking, capital markets, consulting, accounting and audit.
Gyftakis is also Seanergy’s Chief Financial Officer and has been instrumental in Seanergy’s capital raising, debt financing and refinancing activities since 2017. He has more than 19 years of experience in banking and corporate finance with focus on the shipping sector. Mr.
Gyftakis is also Seanergy’s Chief Financial Officer and has been instrumental in Seanergy’s capital raising, debt financing and refinancing activities since 2017. He has more than 20 years of experience in banking and corporate finance with focus on the shipping sector. Mr.
Prior to EFG Group, she worked for Eurobank EFG and Ernst & Young. Ms. Anagnostara has studied Economics in Athens and is a Certified Chartered Accountant. 74 Table of Contents Ioannis Kartsonas is a member of our board of directors, the Chairman and a member of United’s Compensation Committee and a member of United’s Nominating Committee. Mr.
Prior to EFG Group, she worked for Eurobank EFG and Ernst & Young. Ms. Anagnostara has studied Economics in Athens and is a Certified Chartered Accountant. Ioannis Kartsonas is a member of our board of directors, the Chairman and a member of United’s Compensation Committee and a member of United’s Nominating Committee. Mr.
Share Ownership The common shares beneficially owned by our directors and executive officers are disclosed below in “Item 7. Major Shareholders and Related Party Transactions.” F. Disclosure of a registrant’s action to recover erroneously awarded compensation. None. 76 Table of Contents
Share Ownership The common shares beneficially owned by our directors and executive officers are disclosed below in “Item 7. Major Shareholders and Related Party Transactions.” F. Disclosure of a registrant’s action to recover erroneously awarded compensation. None.
We do not have a retirement plan for our officers or directors. C. Board Practices Our directors do not have service contracts and do not receive any benefits upon termination of their directorships. Our board of directors has an audit committee, a compensation committee and a nominating committee.
We do not have a retirement plan for our officers or directors. 80 Table of Contents C. Board Practices Our directors do not have service contracts and do not receive any benefits upon termination of their directorships. Our board of directors has an audit committee, a compensation committee and a nominating committee.
Kartsonas holds an MBA in Finance from the Simon School of Business, University of Rochester. Dimitrios Kostopoulos is a member of our board of directors and a member of United’s Audit and Compensation Committees. Mr.
Kartsonas holds an MBA in Finance from the Simon School of Business, University of Rochester. 79 Table of Contents Dimitrios Kostopoulos is a member of our board of directors and a member of United’s Audit and Compensation Committees. Mr.
Tsantanis holds a Master of Science (MSc) in Shipping Trade and Finance from Bayes Business School (formerly known as Cass Business School) of City University in London and a Bachelor of Science (BSc) in Shipping Economics from the University of Piraeus.
Tsantanis holds a Master of Science (MSc) in Shipping Trade and Finance from Bayes Business School of City University of London and a Bachelor of Science (BSc) in Shipping Economics from the University of Piraeus.
Tsantanis is currently the Chairman of the board of directors and the Chief Executive Officer of Seanergy, serving in the role since October 2012 and has led Seanergy’s significant growth to a world-renowned Capesize dry bulk company with a carrying capacity of approximately 3.8 million dwt. Mr.
Tsantanis serves currently as the Chairman of the board of directors and the Chief Executive Officer of Seanergy, serving in the role since October 2012 and has led Seanergy’s significant growth to a world-renowned Capesize dry bulk shipping company with a cargo carrying capacity of approximately 3.6 million dwt. Mr.
On March 27, 2024, the Compensation Committee of our board of directors approved the amendment and restatement of our 2022 Equity Incentive Plan to increase the aggregate number of common shares reserved for issuance under the plan to 400,000 shares, and granted awards under the plan of an aggregate of 260,000 common shares to members of the Company’s board of directors and 75,000 common shares to certain of the Company’s service providers and to the sole director of the Company’s commercial manager, a non-employee.
On March 9, 2026, the Compensation Committee approved a further amendment and restatement of our 2022 Equity Incentive Plan to increase the aggregate number of common shares reserved for issuance under the plan to 500,000 shares, and granted awards under the plan of an aggregate of 340,000 common shares to the members of the Company’s board of directors and 124,000 common shares to certain of the Company’s service providers and to the sole director of the Company’s commercial manager, a non-employee.
He also serves in the board of directors of Breakwave Advisors LLC, the Commodity Trading Advisor (CTA) for the Breakwave Dry Bulk Shipping ETF (NYSE: BDRY) and the Breakwave Tanker Shipping ETF (NYSE: BWET) and is a fellow of the Institute of Chartered Shipbrokers. Stavros Gyftakis is our Chief Financial Officer and a member of our board of directors. Mr.
He also serves in the board of directors of Breakwave Advisors LLC, the commodity trading advisor for the Breakwave Dry Bulk Shipping ETF (NYSE: BDRY) and the Breakwave Tanker Shipping ETF (NYSE: BWET) and is a fellow of the Institute of Chartered Shipbrokers. Mr.
Compensation For the year ended December 31, 2024, the aggregate cash compensation and bonus for the Company's executive officers and directors amounted to $1.5 million. In addition, each director is reimbursed for out-of-pocket expenses in connection with attending meetings board of directors or committees.
No family relationships exist among any of the directors and executive officers. B. Compensation For the year ended December 31, 2025, the aggregate cash compensation and bonus for the Company’s executive officers and directors amounted to $1.6 million. In addition, each director is reimbursed for out-of-pocket expenses in connection with attending meetings board of directors or committees.
Since 2017 she is a Managing Director in the Investment Banking Division of AXIA Ventures Group and between 2014 and 2017 she provided advisory services to corporate clients involved in all aspects of the maritime industry.
Since 2017 she has been a Managing Director in the Investment Banking Division of AXIA Ventures Group, which is a member of Alpha Bank Group as of December 16, 2025, and between 2014 and 2017 she provided advisory services to corporate clients involved in all aspects of the maritime industry.
On March 27, 2024, the Plan was further amended and restated to increase the aggregate number of common shares reserved for issuance under the Plan to 400,000 shares. 65,000 shares remain available for issuance under the Plan.
On April 7, 2025, the Plan was further amended and restated to increase the aggregate number of common shares reserved for issuance under the Plan to 400,000 shares. On March 9, 2026, the Plan was further amended and restated to increase the aggregate number of common shares reserved for issuance under the Plan to 500,000 shares.
Name ​ Age Position ​ Director Class Stamatios Tsantanis ​ 53 Chairman, Chief Executive Officer & Director ​ C Stavros Gyftakis ​ 46 Chief Financial Officer & Director ​ B Christina Anagnostara ​ 54 Director* ​ A Ioannis Kartsonas ​ 53 Director* ​ A Dimitrios Kostopoulos ​ 50 Director* ​ B * Independent Director The term of our Class A directors expires at the annual general meeting of shareholders in 2026, the term of our Class B directors expires at the annual general meeting of shareholders in 2027, and the term of our Class C directors expires at the annual general meeting of shareholders in 2025.
Name ​ Age Position ​ Director Class Stamatios Tsantanis ​ 54 Chairman, Chief Executive Officer & Director ​ C Stavros Gyftakis ​ 47 Chief Financial Officer & Director ​ B Christina Anagnostara ​ 55 Director* ​ A Ioannis Kartsonas ​ 54 Director* ​ A Dimitrios Kostopoulos ​ 51 Director* ​ B * Independent Director The term of our Class A directors expires at the annual general meeting of shareholders in 2026, the term of our Class B directors expires at the annual general meeting of shareholders in 2027, and the term of our Class C directors expires at the annual general meeting of shareholders in 2028. 78 Table of Contents Biographical information with respect to each of our directors and our executive officers is set forth below.
Kartsonas is also a member of the board of directors of Seanergy and the Principal and Managing Partner of Breakwave Advisors LLC., a commodity-focused advisory firm based in New York. Mr. Kartsonas has been actively involved in finance and commodities trading since 2000.
Kartsonas is also a member of the board of directors of Seanergy and the Principal and Managing Partner of Breakwave Advisors LLC., the Commodity Trading Advisor (CTA) for the Breakwave Dry Bulk Shipping ETF (NYSE: BDRY) and the Breakwave Tanker Shipping ETF (NYSE: BWET). Mr. Kartsonas has been actively involved in finance and commodities trading since 2000.
Biographical information with respect to each of our directors and our executive officers is set forth below. Stamatios Tsantanis is the founder and the Chairman, Chief Executive Officer and a member of our board of directors. Mr.
Stamatios Tsantanis is the founder and the Chairman, Chief Executive Officer and a member of our board of directors. Mr.
The fair value of each share on the grant date was $1.20. 79,500 shares vested on April 7, 2025, 113,000 shares will vest on October 7, 2025 and 167,500 shares will vest on April 7, 2026. Each director is fully indemnified by us for actions associated with being a director to the extent permitted under Marshall Islands law.
The fair value of each share on the grant date was $1.20. 79,500 shares vested on April 7, 2025, 113,000 shares vested on October 7, 2025 and 167,500 shares will vest on April 7, 2026.
The Plan is administered by the compensation committee of our board of directors, or such other committee of the board of directors as may be designated by the board of directors.
Under the Plan and as amended, the Company’s employees, officers, directors and service providers are entitled to receive options to acquire the Company’s common shares. The Plan is administered by the compensation committee of our board of directors, or such other committee of the board of directors as may be designated by the board of directors.
Kostopoulos is the Chief Executive Officer of Alpha Finance S.A., the brokerage arm of Alpha Bank Group, one of the leading Groups of the financial sector in Greece. He has more than 20 years of experience in the financial services industry.
Kostopoulos is a member of the board of directors of Alpha Finance S.A., the Investment Banking and Capital Markets arm of Alpha Bank Group, one of the leading financial groups in Greece. He has more than 25 years of experience in the financial services industry, with deep expertise across capital markets, investor relations, asset management, and private banking.
Furthermore, in line with Nasdaq requirements we have established a clawback policy, a copy of which has been filed as Exhibit 97.1 to this Annual Report. Equity Incentive Plan Our board of directors in July 2022 adopted the 2022 Equity Incentive Plan (the “Plan”).
Each director is fully indemnified by us for actions associated with being a director to the extent permitted under Marshall Islands law. Furthermore, in line with Nasdaq requirements we have established a clawback policy, a copy of which has been filed as Exhibit 97.1 to this Annual Report.
On October 14, 2022, the Plan was amended and restated to increase the aggregate number of common shares reserved for issuance under the Plan to 1,500,000 shares. On December 28, 2022, the Plan was further amended and restated to increase the aggregate number of common shares reserved for issuance under the Plan to 2,000,000 shares.
Equity Incentive Plan Our board of directors in July 2022 adopted the 2022 Equity Incentive Plan (the “Plan”). On March 27, 2024, the Plan, as previously amended, was further amended and restated to increase the aggregate number of common shares reserved for issuance under the Plan to 400,000 shares.
The fair value of each share on the grant date was $2.635. On March 27, 2024, 67,000 shares vested, on September 27, 2024, 100,500 shares vested and 167,500 shares vested on March 27, 2025.
The fair value of each share on the grant date was $2.07. 115,000 shares vested on the date of the issuance, March 9, 2026, 154,000 shares will vest on September 9, 2026, 117,000 shares will vest on April 9, 2027 and 78,000 shares will vest on September 9, 2027.
Prior to assuming his position in Alpha Finance, he served as Head of Investor Relations of the Alpha Bank Group for more than 10 years, with a focus on the institutional shareholding base of the bank.
Prior to assuming the CEO role, he served as Head of Investor Relations of the Alpha Bank Group for more than 10 years, managing the Group’s institutional shareholder base and playing an active role in all major equity and debt capital raisings successfully executed by the Group. Earlier in his career, Mr.
Kostopoulos holds a Master of Science (MSc) in Shipping Trade & Finance from Bayes Business School (formerly named Cass Business School) of City University in London. No family relationships exist among any of the directors and executive officers. B.
Kostopoulos served as Fund Manager in Alpha Asset Management M.F.M.C. and he has also held positions in the Private Banking and Treasury divisions of the Group. Mr. Kostopoulos holds a Master of Science (MSc) in Shipping Trade & Finance from Bayes Business School (formerly named Cass Business School) of City University in London.
Removed
He was formerly an investment banker at Alpha Finance, a member of the Alpha Bank Group, with active roles in a number of major shipping corporate finance transactions in the U.S capital markets. Mr.
Added
Tsantanis is a frequent speaker at major shipping conferences worldwide and also a regular guest lecturer at leading international academic institutions in the maritime sector. Stavros Gyftakis is our Chief Financial Officer and a member of our board of directors. Mr.
Removed
During his tenure, he was actively engaged in all the significant capital raisings that Alpha Bank Group successfully concluded in the Equity and Debt Capital Markets. Prior to this, Mr. Kostopoulos served as Fund Manager in Alpha Asset Management M.F.M.C. and he has also held positions in the Private Banking and Treasury units of the Group. Mr.
Added
He served as Chief Executive Officer of Alpha Finance S.A. from January 2022 until March 2026, leading the firm’s strategic and operational development.
Removed
On April 7, 2025, the Plan was further amended and restated to increase the aggregate number of common shares reserved for issuance under the Plan to 400,000 shares. 40,000 shares remain available for issuance under the Plan. 75 Table of Contents Under the Plan and as amended, the Company’s employees, officers, directors and service providers are entitled to receive options to acquire the Company’s common shares.

Item 7. Management's Discussion & Analysis

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

12 edited+5 added−9 removed12 unchanged
To the best of our knowledge, except as disclosed in the table below or with respect to our directors and executive officers, we are not controlled, directly or indirectly, by another corporation, by any foreign government or by any other natural or legal persons.
To the best of our knowledge, except as disclosed in the table below or with respect to our directors and executive officers, we are not controlled, directly or indirectly, by another corporation, by another corporation, any foreign government or by any other natural or legal persons.
Since April 1, 2023, United Management entered into a management agreement with Seanergy Management for the commercial management of our vessels, including postfixture, commercial operation, sale and purchase and bareboat chartering.
Since April 1, 2023, United Management entered into a management agreement with Seanergy Management for the commercial management of our vessels, including post fixture, commercial operation, sale and purchase and bareboat chartering.
The Spin-Off was pro rata to the shareholders of the Parent, including holders of the Parent’s outstanding common shares and Series B preferred shares, so that such holders maintained the same proportionate interest in the Parent and in United both immediately before and immediately after the Spin-Off.
The Spin-Off was pro rata to the shareholders of Seanergy, including holders of Seanergy’s outstanding common shares and Series B preferred shares, so that such holders maintained the same proportionate interest in Seanergy and in United both immediately before and immediately after the Spin-Off.
Pursuant to the Contribution and Conveyance Agreement, Seanergy, in conjunction with the Spin-Off, (i) contributed the United Maritime Predecessor, together with $5.0 million in working capital, and (ii) agreed to indemnify us and United Maritime Predecessor for any and all obligations and other liabilities arising from or relating to the operation, management or employment of M/V Gloriuship prior to the effective date of the Spin-Off, except for the July 2022 EnTrust Facility.
Pursuant to the Contribution and Conveyance Agreement, Seanergy, in conjunction with the Spin-Off, (i) contributed the United Maritime Predecessor, together with $5.0 million in working capital, and (ii) agreed to indemnify us and United Maritime Predecessor for any and all obligations and other liabilities arising from or relating to the operation, management or employment of M/V Gloriuship prior to the effective date of the Spin-Off, except for a pre-existing sale and leaseback with a nominee of EnTrust Global.
All of our common shareholders, including the shareholders listed in this table, will be entitled to one vote for each common share held. Calculation of percent of class beneficially owned by each person is based on 9,204,267 common shares outstanding as of April 7, 2025. Beneficial ownership is determined in accordance with the Commission’s rules.
All of our common shareholders, including the shareholders listed in this table, will be entitled to one vote for each common share held. 81 Table of Contents Calculation of percent of class beneficially owned by each person is based on 9,538,139 common shares outstanding as of April 6, 2026. Beneficial ownership is determined in accordance with the Commission’s rules.
In relation to the technical management, Seanergy Shipmanagement is responsible for arranging for the day-to-day operations, inspections, maintenance, repairs, drydocking, purchasing, insurance and claims handling for the M/V Gloriuship, the M/V Synthesea, the M/V Nisea, the M/V Goodship, the M/V Chrisea and the M/V Cretansea.
In relation to the technical management, Seanergy Shipmanagement is responsible for arranging for the day-to-day operations, inspections, maintenance, repairs, drydocking, purchasing, insurance and claims handling for the M/V Synthesea, the M/V Nisea, the M/V Chrisea, the M/V Cretansea and since February 12, 2026 for the M/V Dukeship.
Through his beneficial ownership of our Series B Preferred Shares, Stamatios Tsantanis controls 49.99% of the vote of any matter submitted to the vote of the common shareholders. See “Description of Capital Stock — Series B Preferred Stock” for a description of the terms, including the voting power, of the Series B Preferred Shares.
Through his beneficial ownership of our Series B Preferred Shares, Stamatios Tsantanis controls 49.99% of the vote of any matter submitted to the vote of the common shareholders. See “Description of Securities” filed as Exhibit 2.4 hereto for a description of the terms, including the voting power, of the Series B Preferred Shares. B.
Identity of Person or Group Number of Shares Owned Percent of Class Stamatios Tsantanis (1) 1,194,534 13.0 % Dimitrios Kostopoulos 235,000 2.6 % Christina Anagnostara 220,000 2.4 % Stavros Gyftakis 216,678 2.4 % Ioannis Kartsonas 119,067 1.3 % Directors and officers as a group (5 individuals) 1,985,279 21.6 % (1) In addition, Stamatios Tsantanis owns 100% of our issued and outstanding Series B Preferred Shares, or 40,000 of our Series B Preferred Shares.
Identity of Person or Group Number of Shares Owned Percent of Class Stamatios Tsantanis (1) 1,394,534 14.6 % Dimitrios Kostopoulos 300,000 3.2 % Stavros Gyftakis 251,678 2.6 % Christina Anagnostara 245,231 2.6 % Ioannis Kartsonas 148,567 1.6 % Directors and officers as a group (5 individuals) 2,340,010 24.5 % (1) In addition, Stamatios Tsantanis owns 100% of our issued and outstanding Series B Preferred Shares, or 40,000 of our Series B Preferred Shares.
The technical management agreements provide for a fixed management fee of $14,000 per month per vessel. In 2024 and up until March 17, 2024 we paid a monthly fee of $10,000 to Seanergy Shipmanagement for the M/V Goodship. In 2024 and up until July 19, 2024 we paid a monthly fee of $14,000 to Seanergy Shipmanagement for the M/V Oasea.
The technical management agreements provide for a fixed management fee of $14,000 per month per vessel. Moreover, in 2025 and up until June 10, 2025, we also paid a monthly fee of $14,000 to Seanergy Shipmanagement for the M/V Gloriuship and the similar fee for M/V Goodship till September 16, 2025 when it was also sold.
The initial term of our master management agreement with Seanergy expired on December 31, 2024, and was automatically extended for an additional 12-month period. The master management agreement may be terminated immediately only for cause and at any time by either party with three months’ prior notice, and no termination fee will be payable.
The master management agreement is automatically renewed annually since 2024 and it can be terminated immediately only for cause and at any time by either party with three months’ prior notice, and no termination fee will be payable.
United exercised such right in December 2022 with respect to the sale of the M/Vs Goodship and Tradership. 77 Table of Contents Management Agreements Prior to the consummation of the Spin-Off, United entered into a master management agreement with Seanergy for the provision of technical, administrative, commercial, brokerage and certain other services for our vessels.
The facility bore interest of 10.00% per annum and was fully repaid on June 17, 2025, shortly after the completion of a sale of the M/V Gloriuship. Management Agreements Prior to the consummation of the Spin-Off, United entered into a master management agreement with Seanergy for the provision of technical, administrative, commercial, brokerage and certain other services for our vessels.
In addition, we have a right of first offer with respect to any vessel sales by Seanergy.
In addition, we have a right of first offer with respect to any vessel sales by Seanergy. On February 12, 2026, pursuant to our right of first offer, we took delivery of the M/V Dukeship through an 18-month bareboat charter agreement with Seanergy. Pursuant to the terms of the bareboat charter we have advanced a down payment of $5.5 million.
Removed
As of April 7, 2025, we had 26 shareholders of record, 5 of which were located in the United States, holding an aggregate of approximately 8,269,031 of our common shares, representing approximately 89.9% of our outstanding common shares.
Added
The bareboat charter includes a daily charter rate of $9,450 over the charter period and a purchase obligation of $22.1 million at the end of the bareboat charter. On March 11, 2026, following the exercise of our right of first offer, we agreed the main terms to acquire the M/V Squireship from Seanergy for a purchase price of $29.5 million.
Removed
However, one of the U.S. shareholders of record is Cede & Co., a nominee of The Depository Trust Company, which held approximately 8,231,359 of our common shares. Accordingly, we believe that the shares held by Cede & Co. include common shares beneficially owned by both holders in the United States and non-U.S. beneficial owners.
Added
The purchase is subject to entering into a memorandum of agreement and securing financing. The vessel is expected to be delivered by mid-June 2026.
Removed
We are not aware of any arrangements the operation of which may at a subsequent date result in our change of control. B.
Added
A special committee of disinterested members of the Company’s Board of Directors negotiated the terms and approved the agreement. 82 Table of Contents Loan Facility Agreement On April 25, 2025, United received a short-term unsecured loan facility from Seanergy totaling $2.0 million (“Seanergy Loan Facility”).
Removed
In addition, United had entered into a commercial management agreement with Seanergy Management pursuant to which Seanergy Management acted as agent for United’s subsidiaries (directly or through subcontracting) for the commercial management of United’s vessels, including chartering, monitoring thereof, freight collection, and sale and purchase.
Added
During 2025, the Company paid a commercial fee of 1% on contract price to Seanergy Management for the sales of M/V Gloriuship effected on June10, 2025, M/V Tradership effected on August 15, 2025 and M/V Goodship effected on September 16, 2025.
Removed
Such agreement was in effect up until April 1, 2023, except for the M/T Epanastasea for which the agreement was valid until her sale in August 2023.
Added
C. Interests of Experts and Counsel Not applicable. 83 Table of Contents
Removed
Pursuant to this agreement, we were paying to Seanergy Management a fee equal to 1.25% of the gross freight, demurrage and charter hire collected from the employment of our vessels except for any vessels that would be chartered-out to Seanergy.
Removed
Seanergy Management also earned a fee equal to 1% of the contract price of any vessel bought or sold by them on our behalf until March 31, 2023, except for any vessels bought or sold from or to Seanergy, or in respect of any vessel sale relating to a sale leaseback transaction.
Removed
Share Purchase Agreement On July 26, 2022, we entered into a Share Purchase Agreement with Seanergy pursuant to which Seanergy purchased 5,000 of our newly issued Series C Preferred Shares in exchange for $5.0 million payable in cash in connection with our obligation to pay the advance deposits pursuant to the memoranda of agreement for the M/Ts Parosea, Bluesea, Minoansea and Epanastasea.
Removed
In November 2022, we redeemed all 10,000 Series C Preferred Shares issued to Seanergy pursuant to their terms for a gross redemption price (including all accrued and unpaid dividends up to the redemption date) of $10.6 million. 78 Table of Contents C. Interests of Experts and Counsel Not applicable.

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