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What changed in Pangaea Logistics Solutions Ltd.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Pangaea Logistics Solutions Ltd.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+405 added−428 removedSource: 10-K (2026-03-16) vs 10-K (2025-03-18)

Top changes in Pangaea Logistics Solutions Ltd.'s 2025 10-K

405 paragraphs added · 428 removed · 282 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

107 edited+22 added−40 removed323 unchanged
Biggest changeIn the event the 5 Percent Override Rule is triggered, the 5 Percent Override Rule will nevertheless not apply if we can establish that among the closely-held group of 5% Shareholders, there are sufficient 5% Shareholders that are considered to be “qualified shareholders” for purposes of Section 883 to preclude non-qualified 5% Shareholders in the closely-held group from owning 50% or more of our common shares for more than half the number of days during the taxable year.
Biggest changeIn the event the 5 Percent Override Rule is triggered, the 5 Percent Override Rule will nevertheless not apply if we can establish that among the closely-held group of 5% Shareholders, there are sufficient 5% Shareholders that are considered to be “qualified shareholders” for purposes of Section 883 to preclude non-qualified 5% Shareholders in the closely-held group from owning 50% or more of our common shares for more than half the number of days during the taxable year. 29 In any year that the 5 Percent Override Rule is triggered with respect to us, we are eligible for the exemption from tax under Section 883 only if we can nevertheless satisfy the Publicly-Traded Test (which requires, among other things, showing that the exception to the 5 Percent Override Rule applies) or if we can satisfy the 50% Ownership Test.
CERCLA contains a similar liability regime whereby owners and operators of vessels are liable for cleanup, removal and remedial costs, as well as damages for injury to, or destruction or loss of, natural resources, including the reasonable costs associated with assessing same, and health assessments or health effects studies.
CERCLA contains a similar liability regime whereby owners and operators of vessels are liable for cleanup, removal and remedial costs, as well as damages for injury to, or destruction or loss of, natural resources, including the reasonable costs associated with assessing the same, and health assessments or health effects studies.
The revised levels of ambition include (1) further decreasing the carbon intensity from ships through improvement of energy efficiency; (2) reducing carbon intensity of international shipping; (3) increasing adoption of zero or near-zero emissions technologies, fuels, and energy sources; and (4) achieving net zero GHG.
The revised levels of ambition include (1) further decreasing the carbon intensity from ships through improvement of energy efficiency; (2) reducing carbon intensity of international shipping; (3) increasing adoption of zero or near-zero emissions technologies, fuels, and energy sources; and (4) achieving net zero GHG emissions from international shipping.
Under these special rules: • the excess distribution or gain would be allocated ratably over the Non-Electing Holders’ aggregate holding period for the common shares; • the amount allocated to the current taxable year and any taxable years before the Company became a PFIC would be taxed as ordinary income; and 32 • the amount allocated to each of the other taxable years would be subject to tax at the highest rate of tax in effect for the applicable class of taxpayer for that year, and an interest charge for the deemed deferral benefit would be imposed with respect to the resulting tax attributable to each such other taxable year.
Under these special rules: • the excess distribution or gain would be allocated ratably over the Non-Electing Holders’ aggregate holding period for the common shares; • the amount allocated to the current taxable year and any taxable years before the Company became a PFIC would be taxed as ordinary income; and • the amount allocated to each of the other taxable years would be subject to tax at the highest rate of tax in effect for the applicable class of taxpayer for that year, and an interest charge for the deemed deferral benefit would be imposed with respect to the resulting tax attributable to each such other taxable year.
MEPC 79 also revised the EEDI calculation guidelines to include a CO2 conversion factor for ethane, a reference to 15 the updated ITCC guidelines, and a clarification that in case of a ship with multiple load line certificates, the maximum certified summer draft should be used when determining the deadweight. The amendments entered into force on May 1, 2024.
MEPC 79 also revised the EEDI calculation guidelines to include a CO2 conversion factor for ethane, a reference to the updated ITCC guidelines, and a clarification that in case of a ship with multiple load line certificates, the maximum certified summer draft should be used when determining the deadweight. The amendments entered into force on May 1, 2024.
The Company believes that increased vessel utilization and positioning efficiency will enhance its profitability. The Company demonstrated its commitment to remain the leader in high ice class large bulk carriers by taking delivery of its four newbuilding Post Panamax Ice Class vessels in 2021. • Focus on customized and complete logistics solutions within targeted dry bulk trades.
The Company believes that increased vessel utilization and positioning efficiency will enhance its profitability. The Company demonstrated its commitment to remain the leader in high ice class large bulk carriers by taking delivery of its four newbuilding Post Panamax Ice Class vessels in 2021. 6 • Focus on customized and complete logistics solutions within targeted dry bulk trades.
MEPC 75 adopted amendments to MARPOL Annex VI which brings forward the effective date of the EEDI’s “phase 3” requirements from January 1, 2025 to April 1, 2022 for several ship types, including gas carriers, general cargo ships, and LNG carriers. Additionally, in 2022, MEPC amended Annex VI to impose new regulations to reduce greenhouse gas emissions from ships.
MEPC 75 adopted amendments to MARPOL Annex VI which brings forward the effective date of the EEDI’s “phase 3” requirements from January 1, 2025 to April 1, 2022 for several ship types, including gas carriers, general cargo ships, and LNG carriers. 15 Additionally, in 2022, MEPC amended Annex VI to impose new regulations to reduce greenhouse gas emissions from ships.
The Company has a management team of senior executive officers and key employees with extensive experience and relationships in the commercial, technical, and financial areas of the drybulk shipping industry. • Strong Alignment and Transparency. The Company observes that many publicly traded shipping companies rely on service providers affiliated with senior management or dominant shareholders for fundamental activities.
The Company has a management team of senior executive officers and key employees with extensive experience and relationships in the commercial, technical, and financial areas of the drybulk shipping industry. 7 • Strong Alignment and Transparency. The Company observes that many publicly traded shipping companies rely on service providers affiliated with senior management or dominant shareholders for fundamental activities.
The newest edition of the IMDG Code took effect on January 1, 2024, although the changes are largely incremental. The IMO has also adopted the International Convention on Standards of Training, Certification and Watchkeeping for Seafarers (“STCW”). As of February 2017, all seafarers are required to meet the STCW standards and be in possession of a valid STCW 16 certificate.
The newest edition of the IMDG Code took effect on January 1, 2024, although the changes are largely incremental. The IMO has also adopted the International Convention on Standards of Training, Certification and Watchkeeping for Seafarers (“STCW”). As of February 2017, all seafarers are required to meet the STCW standards and be in possession of a valid STCW certificate.
These regulations subject ocean-going vessels to stringent emissions controls, and may cause us to incur substantial costs, including those related to the purchase, installation and operation of scrubbers and the purchase of compliant fuel oil. Sulfur content standards are even stricter within certain “Emission Control Areas,” or (“ECAs”).
These regulations subject ocean-going vessels to stringent emissions controls, and may cause us to incur substantial costs, including those related to the purchase, installation and operation of scrubbers and the purchase of compliant fuel oil. 14 Sulfur content standards are even stricter within certain “Emission Control Areas,” or (“ECAs”).
The amended Annex VI also established new tiers of stringent nitrogen oxide emissions standards for marine diesel engines, depending on their date of installation. Tier III Nitrogen Oxide (NOx) standards were designed for the control of NOx produced by vessels and apply to ships that operate in the North American and U.S.
The amended Annex VI also established new tiers of stringent nitrogen oxide emissions standards for marine diesel engines, depending on their date of installation. Tier III Nitrogen Oxide, or NOx, standards were designed for the control of NOx produced by vessels and apply to ships that operate in the North American and U.S.
The Baltic Exchange, an independent organization comprised of shipbrokers, shipping companies and other shipping players, provides daily independent shipping market information and has created freight rate indices reflecting the average freight rates for the major bulk vessel trading routes. The Baltic Dry Index ("BDI"), is a composite of the Capesize, Panamax and Supramax timecharter averages.
The Baltic Exchange, an independent organization comprised of shipbrokers, shipping companies and other shipping players, provides daily independent shipping market information and has created freight rate indices reflecting the average freight rates for the major bulk vessel trading routes. The Baltic Dry Index, or BDI, is a composite of the Capesize, Panamax and Supramax timecharter averages.
The document of compliance and safety management certificate are renewed as required. Regulation II-1/3-10 of the SOLAS Convention governs ship construction and stipulates that ships over 150 meters in length must have adequate strength, integrity and stability to minimize risk of loss or pollution.
The document of compliance and safety management certificate are renewed as required. 16 Regulation II-1/3-10 of the SOLAS Convention governs ship construction and stipulates that ships over 150 meters in length must have adequate strength, integrity and stability to minimize risk of loss or pollution.
The Bermuda Companies Act differs in some material respects from laws generally applicable to United States companies and their stockholders. However, a general permission issued by the Bermuda Monetary Authority, ("BMA"), results in the Company’s common shares being freely transferable among persons who are residents and non-residents of Bermuda.
The Bermuda Companies Act differs in some material respects from laws generally applicable to United States companies and their stockholders. However, a general permission issued by the Bermuda Monetary Authority, or BMA, results in the Company’s common shares being freely transferable among persons who are residents and non-residents of Bermuda.
We have established Ship Energy Efficiency Management Plans (SEEMP) to improve the efficiency of our vessels. Through the SEEMP, we ensure that all our ships are operated efficiently by: a. Optimizing the speed of the vessels; 13 b. Making course changes to avoid higher fuel consumption caused by rough weather; c.
We have established Ship Energy Efficiency Management Plans (SEEMP) to improve the efficiency of our vessels. Through the SEEMP, we ensure that all our ships are operated efficiently by: a. Optimizing the speed of the vessels; b. Making course changes to avoid higher fuel consumption caused by rough weather; c.
VIDA establishes a new framework for the regulation of vessel incidental discharges under Clean Water Act (CWA), requires the EPA to develop performance standards for those discharges within two years of enactment, and requires the U.S. Coast Guard to develop implementation, compliance, and enforcement regulations within two years of EPA’s promulgation of standards.
VIDA establishes a new framework for the regulation of vessel incidental discharges under Clean Water Act, or CWA, requires the EPA to develop performance standards for those discharges within two years of enactment, and requires the U.S. Coast Guard to develop implementation, compliance, and enforcement regulations within two years of EPA’s promulgation of standards.
("VLNL") Canada 50% (N) Flintstone Ventures Limited ("FVL") Newfoundland and Labrador 100% (O) Seamar Management S.A. Greece 51% (P) Bulk PODS Ltd. ("Bulk PODS") Marshall Islands 100% (G) Bulk Spirit Ltd. ("Bulk Spirit") Marshall Islands 100% (G) Pangaea Logistics Solutions Singapore Pte. Ltd. Singapore 100% (H) Narragansett Bulk Carriers (US) Corp.
("VLNL") Canada 50% (N) Flintstone Ventures Limited ("FVL") Newfoundland and Labrador 100% (O) Seamar Management S.A. Greece 100% (P) Bulk PODS Ltd. ("Bulk PODS") Marshall Islands 100% (G) Bulk Spirit Ltd. ("Bulk Spirit") Marshall Islands 100% (G) Pangaea Logistics Solutions Singapore Pte. Ltd. Singapore 100% (H) Narragansett Bulk Carriers (US) Corp.
At MEPC 77, the Member States agreed to initiate the revision of the Initial IMO Strategy on Reduction of GHG emissions from ships, recognizing the need to strengthen the “levels of ambition.” In July 2023, MEPC 80 adopted the 2023 IMO Strategy on Reduction of GHG Emissions from Ships, which builds upon the initial strategy’s levels of ambition.
At MEPC 77, the Member States agreed to initiate the revision of the Initial IMO Strategy on Reduction of GHG emissions from ships, recognizing the need to strengthen the “levels of ambition.” In July 2023, MEPC 80 adopted the 2023 IMO Strategy on Reduction of GHG Emissions from Ships, or the 2023 IMO Strategy, which builds upon the initial strategy’s levels of ambition.
Backup Withholding and Information Reporting In general, dividend payments, or other taxable distributions, made within the United States to you will be subject to information reporting requirements. Such payments will also be subject to “backup withholding” if you are a non-corporate U.S.
Backup Withholding and Information Reporting 33 In general, dividend payments, or other taxable distributions, made within the United States to you will be subject to information reporting requirements. Such payments will also be subject to “backup withholding” if you are a non-corporate U.S.
If you sell your common shares through a non-U.S. office of a non-U.S. broker and the sales proceeds are paid to you outside the United States, then information reporting and 33 backup withholding generally will not apply to that payment.
If you sell your common shares through a non-U.S. office of a non-U.S. broker and the sales proceeds are paid to you outside the United States, then information reporting and backup withholding generally will not apply to that payment.
The dry bulk carrier market is typically stronger in the fall months in anticipation of increased consumption of coal and other raw materials in the northern hemisphere during the winter months. Seasonal fluctuation are also observed in harvest times in the Northern and Southern 12 Atlantic trades.
The dry bulk carrier market is typically stronger in the fall months in anticipation of increased consumption of coal and other raw materials in the northern hemisphere during the winter months. Seasonal fluctuation are also observed in harvest times in the Northern and Southern Atlantic trades.
Additional laws and regulations, environmental or otherwise, may be adopted which could limit its ability to do business or increase the cost of doing business. Environmental and Other Regulations Government regulation and laws significantly affect the ownership and operation of the Company's vessels.
Additional laws and regulations, environmental or otherwise, may be adopted which could limit its ability to do business or increase the cost of doing business. 12 Environmental and Other Regulations Government regulation and laws significantly affect the ownership and operation of the Company's vessels.
The Company believes that its experience in carrying a wide range of cargoes and transiting less common routes and ports increases its likelihood of securing higher rates and margins than those available for more commoditized cargoes and 6 routes.
The Company believes that its experience in carrying a wide range of cargoes and transiting less common routes and ports increases its likelihood of securing higher rates and margins than those available for more commoditized cargoes and routes.
MEPC 79 also 17 established that ships are expected to return to D-2 compliance after experiencing challenging uptake water and bypassing a BWM system should only be used as a last resort.
MEPC 79 also established that ships are expected to return to D-2 compliance after experiencing challenging uptake water and bypassing a BWM system should only be used as a last resort.
Holder. Taxation of U.S. Holders Not Making a Timely QEF or Mark-to-Market Election Finally, if we were to be treated as a PFIC for any taxable year, a U.S.
Holder. Taxation of U.S. Holders Not Making a Timely QEF or Mark-to-Market Election 32 Finally, if we were to be treated as a PFIC for any taxable year, a U.S.
The Company believes its active risk management allows it to reduce the sensitivity of its revenues to market fluctuations and helps it to secure its long-term profitability and lower relative 5 volatility of earnings.
The Company believes its active risk management allows it to reduce the sensitivity of its revenues to market fluctuations and helps it to secure its long-term profitability and lower relative volatility of earnings.
Coast Guard regulations are finalized. Non-military, non-recreational vessels greater than 79 feet in length must continue to comply with the requirements of the VGP, including submission of a Notice of Intent (“NOI”) or retention of a PARI form and submission of annual reports. We have submitted NOIs for our vessels where required. Compliance with the EPA, U.S.
Coast Guard regulations are finalized. Non-military, non-recreational vessels greater than 79 feet in length must continue to comply with the requirements of the VGP, including submission of a Notice of Intent, or NOI or retention of a PARI form and submission of annual reports. We have submitted NOIs for our vessels where required. Compliance with the EPA, U.S.
Any new tax law in a jurisdiction where we conduct business or pay tax could have a negative effect on our company.
Any new tax law in a jurisdiction where we conduct business or pay tax could have a negative effect on our company. 34
Furthermore, the following indicative checkpoints were adopted in order to reach net zero GHG emissions from international shipping: i) reduce the total annual greenhouse gas emissions from international shipping by at least 20%, striving for 30%, by 2030, compared to 2008 levels; and ii). reduce the total annual greenhouse gas emissions from international shipping by at least 70%, striving for 80%, by 2040, compared to 2008 levels.
Furthermore, the following indicative checkpoints were adopted in order to reach net zero GHG emissions from international shipping: i) reduce the total annual GHG emissions from international shipping by at least 20%, striving for 30%, by 2030, compared to 2008 levels; and ii) reduce the total annual GHG emissions from international shipping by at least 70%, striving for 80%, by 2040, compared to 2008 levels.
As discussed below, for the 2023 taxable year we believe the Company satisfied the Publicly-Traded Test, since on more than half the days in the taxable year we believe the Company’s common shares were primarily and regularly traded on Nasdaq, an established securities market in the United States.
As discussed below, for the 2025 taxable year we believe the Company satisfied the Publicly-Traded Test, since on more than half the days in the taxable year we believe the Company’s common shares were primarily and regularly traded on Nasdaq, an established securities market in the United States.
MEPC 79 adopted amendments to MARPOL Annex VI, Appendix IX to include the attained and required CII values, the CII rating and attained EEXI for existing ships in the required information to be submitted to the IMO Ship Fuel Oil Consumption Database.
In late 2022, MEPC 79 adopted amendments to MARPOL Annex VI, Appendix IX to include the attained and required CII values, the CII rating and attained EEXI for existing ships in the required information to be submitted to the IMO Ship Fuel Oil Consumption Database.
National Invasive Species Act (“NISA”), such as mid-ocean ballast exchange programs and installation of approved USCG technology for all vessels equipped with ballast water tanks bound for U.S. ports or entering U.S. waters.
National Invasive Species Act, or NISA, such as mid-ocean ballast exchange programs and installation of approved USCG technology for all vessels equipped with ballast water tanks bound for U.S. ports or entering U.S. waters.
On September 24, 2024, the EPA finalized its rule on Vessel Incidental Discharge Standards of Performance, which means that the USCG must now develop corresponding regulations regarding ballast water within two years of that date. Under VIDA, all provisions of the 2013 VGP and USCG regulations regarding ballast water treatment remain in force and effect until the EPA and U.S.
In October 2024, the EPA finalized its rule on Vessel Incidental Discharge Standards of Performance, which means that the USCG must now develop corresponding regulations regarding ballast water within two years of that date. Under VIDA, all provisions of the 2013 VGP and USCG regulations regarding ballast water treatment remain in force and effect until the EPA and U.S.
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.
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. The U.S.
The EPA will regulate these ballast water discharges and other discharges incidental to the normal operation of certain vessels within United States waters pursuant to the Vessel Incidental Discharge Act (“VIDA”), which was signed into law on December 4, 2018 and replaces the 2013 Vessel General Permit (“VGP”) program (which authorizes discharges incidental to operations of commercial vessels and contains numeric ballast water discharge limits for most vessels to reduce the risk of invasive species in U.S. waters, stringent requirements for exhaust gas scrubbers, and requirements for the use of environmentally acceptable lubricants) and current Coast Guard ballast water management regulations adopted under the U.S.
The EPA will regulate these ballast water discharges and other discharges incidental to the normal operation of certain vessels within United States waters pursuant to the Vessel Incidental Discharge Act, or VIDA, which was signed into law on December 4, 2018 and replaces the 2013 Vessel General Permit, or VGP program (which authorizes discharges incidental to operations of commercial vessels and contains numeric ballast water discharge limits for most vessels to reduce the risk of invasive species in U.S. waters, stringent requirements for exhaust gas scrubbers, and requirements for the use of environmentally acceptable lubricants) and current Coast Guard ballast water management regulations adopted under the U.S.
The Company believes that the experience, reputation and background of its management team will continue to be key factors in its success. The Company provides logistics services and commercially manages its fleet primarily from offices in Newport, Rhode Island, Copenhagen, Denmark, South Port, Connecticut, and Singapore.
The Company believes that the experience, reputation and background of its management team will continue to be key factors in its success. The Company provides logistics services and commercially manages its fleet primarily from offices in Newport, Rhode Island, Copenhagen, Denmark, Southport, Connecticut, and Singapore.
("SBC Vision") Singapore 100% (G) SBC Explorer LLC ("SBC Explorer") Marshall Islands 100% (G) SBC Explorer Pte. Ltd. ("SBC Explorer") Singapore 100% (G) SBC Entity LLC ("SBC Entity") Marshall Islands 100% (G) SBC Entity Pte. Ltd.
("SBC Vision") Singapore 100% (G) SBC Explorer LLC ("SBC Explorer") Marshall Islands 100% (G) SBC Explorer Pte. Ltd. ("SBC Explorer") Singapore 100% (G) SBC Entity LLC ("SBC Entity") Marshall Islands 100% (G) SBC Entity Pte. Ltd. ("SBC Entity") Singapore 100% (G) SBC Spirit LLC ("SBC Spirit") Marshall Islands 100% (G) SBC Spirit Pte. Ltd.
Starting in January 2018, large ships over 5,000 gross tonnage calling at EU ports are required to collect and publish data on carbon dioxide emissions and other information. Under the European Climate Law, the EU committed to reduce its net greenhouse gas emissions by at least 55% by 2030 through its “Fit-for-55” legislation package.
As of January 2018, large ships over 5,000 gross tonnage calling at EU ports are required to collect and publish data on carbon dioxide emissions and other information. Under the European Climate Law, the EU committed to reduce its net greenhouse gas emissions by at least 55% by 2030 through its “Fit-for-55” legislation package.
We believe that all of our vessels are in substantial compliance with and are certified to meet MLC 2006. Vessel Security Regulations Since the terrorist attacks of September 11, 2001 in the United States, there have been a variety of initiatives intended to enhance vessel security such as the U.S. Maritime Transportation Security Act of 2002 (“MTSA”).
We believe that all of our vessels are in substantial compliance with and are certified to meet MLC 2006. Vessel Security Regulations 23 Since the terrorist attacks of September 11, 2001 in the United States, there have been a variety of initiatives intended to enhance vessel security such as the U.S. Maritime Transportation Security Act of 2002, or MTSA.
For our 2023 taxable year, we do not believe that we were subject to the 5 Percent Override Rule and, therefore, we believe that we satisfied the Publicly-Traded Test.
For our 2025 taxable year, we do not believe that we were subject to the 5 Percent Override Rule and, therefore, we believe that we satisfied the Publicly-Traded Test.
Ltd m/v Bulk Xaymaca (1) Panamax 76,561 2006 Imabari SB Marugame m/v Nordic Nuluujaak Post Panamax (Ice Class 1A) 95,000 2021 Guangzhou Shipyard International Company Limited m/v Nordic Qinngua Post Panamax (Ice Class 1A) 95,000 2021 Guangzhou Shipyard International Company Limited m/v Nordic Sanngijuq Post Panamax (Ice Class 1A) 95,000 2021 Guangzhou Shipyard International Company Limited m/v Nordic Siku Post Panamax (Ice Class 1A) 95,000 2021 Guangzhou Shipyard International Company Limited m/v Strategic fortitude Handysize 37,829 2016 Imabari Shipyard, Japan m/v Strategic resolve Handysize 38,872 2015 CSIC: Shanhaiguan Shipyard, China m/v Strategic explorer Handysize 39,879 2015 CSIC: Tianjin Xingang SB, China m/v Strategic entity Handysize 39,880 2015 CSIC: Tianjin Xingang SB, China m/v Strategic synergy Handysize 39,865 2014 CSIC: Tianjin Xingang SB, China m/v Strategic alliance Handysize 39,848 2014 CSIC: Tianjin Xingang SB, China m/v Strategic unity Handysize 39,820 2014 CSIC: Tianjin Xingang SB, China m/v Strategic harmony Handysize 39,879 2014 CSIC: Tianjin Xingang SB, China m/v Strategic equity Handysize 39,839 2014 CSIC: Tianjin Xingang SB, China m/v Strategic venture Handysize 39,784 2014 CSIC: Tianjin Xingang SB, China m/v Strategic savannah Handysize 35,542 2013 Taizhou Maple Leaf, China m/v Strategic spirit Handysize 37,190 2012 Hyundai Mipo, Korea m/v Strategic vision Handysize 37,186 2012 Hyundai Mipo, Korea m/v Strategic tenacity Handysize 36,851 2012 Hyundai Vinashin, Vietnam m/v Strategic endeavor Handysize 33,013 2010 Zhejiang Zhenghe Shipbuilding, China (1) Formerly known as m/v Bulk PODS The Company owns its vessels through separate wholly-owned subsidiaries and through joint venture entities with other owners, which the Company consolidates as variable interest entities in its consolidated financial statements.
Ltd m/v Bulk Xaymaca Panamax 76,561 2006 Imabari SB Marugame m/v Nordic Nuluujaak Post Panamax (Ice Class 1A) 95,000 2021 Guangzhou Shipyard International Company Limited m/v Nordic Qinngua Post Panamax (Ice Class 1A) 95,000 2021 Guangzhou Shipyard International Company Limited m/v Nordic Sanngijuq Post Panamax (Ice Class 1A) 95,000 2021 Guangzhou Shipyard International Company Limited m/v Nordic Siku Post Panamax (Ice Class 1A) 95,000 2021 Guangzhou Shipyard International Company Limited m/v Strategic Fortitude Handysize 37,829 2016 Imabari Shipyard, Japan m/v Strategic Resolve Handysize 38,872 2015 CSIC: Shanhaiguan Shipyard, China m/v Strategic Explorer Handysize 39,879 2015 CSIC: Tianjin Xingang SB, China m/v Strategic Entity Handysize 39,880 2015 CSIC: Tianjin Xingang SB, China m/v Strategic Synergy Handysize 39,865 2014 CSIC: Tianjin Xingang SB, China m/v Strategic Alliance Handysize 39,848 2014 CSIC: Tianjin Xingang SB, China m/v Strategic Unity Handysize 39,820 2014 CSIC: Tianjin Xingang SB, China m/v Strategic Harmony Handysize 39,879 2014 CSIC: Tianjin Xingang SB, China m/v Strategic Equity Handysize 39,839 2014 CSIC: Tianjin Xingang SB, China m/v Strategic Venture Handysize 39,784 2014 CSIC: Tianjin Xingang SB, China m/v Strategic Savannah Handysize 35,542 2013 Taizhou Maple Leaf, China m/v Strategic Spirit Handysize 37,190 2012 Hyundai Mipo, Korea m/v Strategic Vision Handysize 37,186 2012 Hyundai Mipo, Korea m/v Strategic Tenacity Handysize 36,851 2012 Hyundai Vinashin, Vietnam The Company owns its vessels through separate wholly-owned subsidiaries and through joint venture entities with other owners, which the Company consolidates as variable interest entities in its consolidated financial statements.
The Company operates a variety of chartered-in drybulk carriers in addition to its owned vessels. These chartered-in vessels, including Panamax, Supramax, Ultramax, Handymax, and Handysize vessels, play a significant role in the Company's operations. The Company employed an average of 48 vessels at any one time during 2024 and 46 in 2023.
The Company operates a variety of chartered-in drybulk carriers in addition to its owned vessels. These chartered-in vessels, including Panamax, Supramax, Ultramax, Handymax, and Handysize vessels, play a significant role in the Company's operations. The Company employed an average of 64 vessels at any one time during 2025 and 48 in 2024.
(“Bulk Endurance") Marshall Islands 100% (G) Bulk Brenton (MI) Corp. (“Bulk Brenton") Marshall Islands 100% (G) Bulk Patience (MI) Corp. (“Bulk Patience") Marshall Islands 100% (G) Bulk Sachuest Corp. ("Bulk Sachuest") Marshall Islands 100% (G) Bulk Prudence Corp. ("Bulk Prudence") Marshall Islands 100% (G) Venture Logistics NL Inc.
("Phoenix Bulk 25") Marshall Islands 100% (G) Bulk Endurance (MI) Corp. (“Bulk Endurance") Marshall Islands 100% (G) Bulk Brenton (MI) Corp. (“Bulk Brenton") Marshall Islands 100% (G) Bulk Patience (MI) Corp. (“Bulk Patience") Marshall Islands 100% (G) Bulk Sachuest Corp. ("Bulk Sachuest") Marshall Islands 100% (G) Bulk Prudence Corp. ("Bulk Prudence") Marshall Islands 100% (G) Venture Logistics NL Inc.
Beyond the operational benefits to its customers of integrated commercial and technical management, the Company believes that its shareholders are benefited by its strategy of performing many of those activities in-house.
Beyond the operational benefits to its customers of integrated commercial and technical management, the Company believes that its shareholders benefit by its strategy of performing many of those activities in-house.
The IMO adopted the International Convention on Civil Liability for Oil Pollution Damage of 1969, as amended by different Protocols in 1976, 1984, and 1992, and amended in 2000 (the “CLC”).
The IMO adopted the International Convention on Civil Liability for Oil Pollution Damage of 1969, as amended by different Protocols in 1976, 1984, and 1992, and amended in 2000, or the CLC.
Even in the absence of climate control legislation, our business may be indirectly affected to the extent that climate change may result in sea level changes or certain weather events. International Labor Organization The International Labour Organization (the “ILO”) is a specialized agency of the UN that has adopted the Maritime Labor Convention 2006 (“MLC 2006”).
Even in the absence of climate control legislation, our business may be indirectly affected to the extent that climate change may result in sea level changes or certain weather events. International Labor Organization The International Labour Organization, or ILO, is a specialized agency of the UN that has adopted the Maritime Labor Convention 2006, or MLC 2006.
The current fleet includes six Ice-Class 1A Panamax, four Post Panamax Ice Class 1A, three Panamax, two Ultramax Ice Class 1C, two Ultramax, nine Supramax drybulk vessels and fifteen Handysize vessels. • Increase backhaul focus, expand and defend its presence in the niche ice trades and increase fleet efficiency.
The current fleet includes six Ice-Class 1A Panamax, four Post Panamax Ice Class 1A, three Panamax, two Ultramax Ice Class 1C, two Ultramax, eight Supramax drybulk vessels and fourteen Handysize vessels. • Increase backhaul focus, expand and defend its presence in the niche ice trades and increase fleet efficiency.
ITEM 1. BUSINESS Introduction Pangaea Logistics Solutions Ltd. and its subsidiaries (collectively, “Pangaea” or the “Company”) provide seaborne drybulk logistics and transportation services as well as terminal and stevedoring services.
ITEM 1. BUSINESS Introduction Pangaea Logistics Solutions Ltd. and its subsidiaries collectively, Pangaea or the Company, provide seaborne drybulk logistics and transportation services as well as terminal and stevedoring services.
The Company believes that its experience as a reliable and serious counterparty in the purchase and sale market for second-hand vessels positions it as a candidate for acquisition of high quality vessels. The Company currently controls (owns or has an ownership interest in) a fleet of 41 bulk carriers as of March 17, 2025.
The Company believes that its experience as a reliable and serious counterparty in the sale and purchase market for second-hand vessels positions it as a candidate for acquisition of high quality vessels. The Company currently controls (owns or has an ownership interest in) a fleet of 39 bulk carriers as of March 16, 2026.
Other members of its management team, Mads Boye Petersen and Gianni Del Signore, also have extensive experience in the shipping industry. The 7 Company believes its management team and key employees are well respected in the drybulk sector of the shipping industry and, over the years, has developed strong commercial relationships with industrial customers and lenders.
Other members of its management team, Gianni Del Signore and Daniel Schildt, also have extensive experience in the shipping industry. The Company believes its management team and key employees are well respected in the drybulk sector of the shipping industry and, over the years, has developed strong commercial relationships with industrial customers and lenders.
Most vessels undergo regulatory inspection of the underwater parts every 30 to 36 months. If any defects are found, the classification surveyor will issue a recommendation which must be rectified by the ship owner within prescribed time limits. The Company expects to perform nine special surveys in 2025 at an aggregate total cost of approximately $13.0 million.
Most vessels undergo regulatory inspection of the underwater parts every 30 to 36 months. If any defects are found, the classification surveyor will issue a recommendation which must be rectified by the ship owner within prescribed time limits. The Company expects to perform thirteen special surveys in 2026 at an aggregate total cost of approximately $15.7 million.
In 2024, the Company owned interests in 41 vessels and chartered in another 216 for one or more voyages. In 2023, the Company owned interests in 26 vessels and chartered in another 185 for one or more voyages. The Company generally charters in third-party vessels for periods of less than nine months and, in most cases, less than six months.
In 2025, the Company owned interests in 41 vessels and chartered in another 245 for one or more voyages. In 2024, the Company owned interests in 41 vessels and chartered in another 216 for one or more voyages. The Company generally charters in third-party vessels for periods of less than nine months and, in most cases, less than six months.
Rhode Island 100% (H) Patriot Stevedoring & Logistics, LLC Massachusetts 50% (Q) Bay Stevedoring LLC Delaware 100% (R) Pangaea Logistics Solutions (US) LLC ("PANL US") Delaware 100% (S) Pangaea Baltimore LLC Delaware 100% (R) Pangaea Port Everglades LLC Delaware 100% (R) Pangaea Florida LLC Delaware 100% (R) Pangaea Texas LLC Texas 100% (R) Renaissance Holdings LLC Marshall Islands 100% (A) RHI Alliance Pte.
Rhode Island 100% (H) Bay Stevedoring LLC Delaware 100% (Q) Pangaea Logistics Solutions (US) LLC ("PANL US") Delaware 100% (R) Pangaea Baltimore LLC Delaware 100% (Q) Pangaea Port Everglades LLC Delaware 100% (Q) Pangaea Florida LLC Delaware 100% (Q) Pangaea Texas LLC Texas 100% (Q) Associated Terminals Pangaea Logistics, LLC Delaware 50% (Q) Renaissance Holdings LLC Marshall Islands 100% (A) RHI Alliance Pte.
The BWM Convention’s implementing regulations call for a phased introduction of mandatory ballast water exchange requirements, to be replaced in time with mandatory concentration limits, and require all ships to carry a ballast water record book and an international ballast water management certificate.
The BWM Convention’s implementing regulations call for a phased introduction of mandatory ballast water exchange requirements, to be replaced in time with mandatory concentration limits, and require all ships to carry a ballast water record book and an international ballast water management certificate. 17 The MEPC maintains guidelines for approval of ballast water management systems (G8).
Based on our current and anticipated chartering activities, we do not believe that we will be treated as a PFIC for the current or future taxable years, although no assurance can be given in this regard.
Based on our current and anticipated chartering activities, we do not believe that we will be treated as a PFIC for the current or future taxable years, although no assurance can be given in this regard. We intend to take the position that we were not treated as a PFIC for our 2025 taxable year.
To further expand its customer base and potential cargoes, the Company has developed expertise in servicing ports and routes subject to severe ice conditions. 8 As of March 17, 2025, the Company operates its fleet of 41 owned or partially owned vessels, which are described in the table below: Vessel Name Type DWT Year Built Yard m/v Bulk Endurance Ultramax (Ice Class 1C) 59,450 2017 Oshima Shipbuilding m/v Bulk Destiny Ultramax (Ice Class 1C) 59,450 2017 Oshima Shipbuilding m/v Nordic Oasis Panamax (Ice Class 1A) 76,180 2016 Oshima Shipbuilding m/v Nordic Olympic Panamax (Ice Class 1A) 76,180 2015 Oshima Shipbuilding m/v Nordic Odin Panamax (Ice Class 1A) 76,180 2015 Oshima Shipbuilding m/v Nordic Oshima Panamax (Ice Class 1A) 76,180 2014 Oshima Shipbuilding m/v Nordic Orion Panamax (Ice Class 1A) 75,603 2011 Oshima Shipbuilding m/v Nordic Odyssey Panamax (Ice Class 1A) 75,603 2010 Oshima Shipbuilding m/v Bulk Valor Supramax 58,105 2013 Tsuneishi Heavy Industries (Cebu) m/v Bulk Friendship Supramax 58,738 2011 Nantong Cosco Kawasaki HI m/v Bulk Brenton Supramax 57,676 2016 Tsuneishi (Cebu) m/v Bulk Friendship Supramax 57,676 2016 Tsuneishi (Cebu) m/v Bulk Sachuest Supramax 55,618 2010 Hyundai Vinashin m/v Bulk Spirit Supramax 52,950 2009 Oshima Shipbuilding m/v Bulk Independence Supramax 56,548 2008 Yokohama m/v Bulk Pride Supramax 58,749 2008 Tsuneishi Group (Zhoushan) Shipbuilding Inc. m/v Bulk Freedom Supramax 52,454 2005 Tsuneishi Shipbuilding Co.
To further expand its customer base and potential cargoes, the Company has developed expertise in servicing ports and routes subject to severe ice conditions. 8 As of March 16, 2026, the Company operates its fleet of 39 owned or partially owned vessels, which are described in the table below: Vessel Name Type DWT Year Built Yard m/v Bulk Endurance Ultramax (Ice Class 1C) 59,450 2017 Oshima Shipbuilding m/v Bulk Destiny Ultramax (Ice Class 1C) 59,450 2017 Oshima Shipbuilding m/v Nordic Oasis Panamax (Ice Class 1A) 76,180 2016 Oshima Shipbuilding m/v Nordic Olympic Panamax (Ice Class 1A) 76,180 2015 Oshima Shipbuilding m/v Nordic Odin Panamax (Ice Class 1A) 76,180 2015 Oshima Shipbuilding m/v Nordic Oshima Panamax (Ice Class 1A) 76,180 2014 Oshima Shipbuilding m/v Nordic Orion Panamax (Ice Class 1A) 75,603 2011 Oshima Shipbuilding m/v Nordic Odyssey Panamax (Ice Class 1A) 75,603 2010 Oshima Shipbuilding m/v Bulk Valor Supramax 58,105 2013 Tsuneishi Heavy Industries (Cebu) m/v Bulk Friendship Supramax 58,738 2011 Nantong Cosco Kawasaki HI m/v Bulk Brenton Supramax 57,676 2016 Tsuneishi (Cebu) m/v Bulk Patience Supramax 57,676 2016 Tsuneishi (Cebu) m/v Bulk Sachuest Supramax 55,618 2010 Hyundai Vinashin m/v Bulk Spirit Supramax 52,950 2009 Oshima Shipbuilding m/v Bulk Independence Supramax 56,548 2008 Yokohama m/v Bulk Pride Supramax 58,749 2008 Tsuneishi Group (Zhoushan) Shipbuilding Inc. m/v Bulk Prudence Ultramax 61,330 2014 Imabari Shipbuilding m/v Bulk Courageous Ultramax 61,393 2013 Imabari Shipbuilding Company Limited (Imabari) m/v Bulk Promise Panamax 78,228 2013 Shin Kurushima Toyohashi Shipbuilding Company Limited m/v Bulk Concord Panamax 76,600 2009 Shin Kasado Dockyard Co.
Management The Company’s management team consists of senior executive officers and key employees with decades of experience in the commercial, technical, management and financial areas of the logistics and shipping industries. The Company’s Chief Executive Officer, Mark Filanowski, has over 30 years of experience in the shipping industry.
Management The Company’s management team consists of senior executive officers and key employees with decades of experience in the commercial, technical, management and financial areas of the logistics and shipping industries. The Company’s Chief Executive Officer, Mads Boye Petersen, has over 20 years of experience in the shipping industry.
The Company expects to perform four intermediate surveys in 2025 at an aggregate total cost of approximately $1.5 million. The Company estimates that offhire related to the surveys and related repair work is ten to twenty days per vessel, depending on the size and condition of the vessel.
The Company expects to perform two intermediate surveys in 2026 at an aggregate total cost of approximately $3.0 million. The Company estimates that offhire related to the surveys and related repair work is ten to twenty days per vessel, depending on the size and condition of the vessel.
The Company’s technical management personnel have experience in the complexities of oceangoing vessel operations, including the supervision of maintenance, repairs, improvements, drydocking and crewing. The technical management for the Company’s chartered-in vessels is performed by each respective third party ship owner.
The Company’s technical management personnel have extensive experience in oceangoing vessel operations, including the supervision of maintenance, repairs, improvements, drydocking and crewing. The technical management of the Company’s chartered-in vessels is performed by the respective third-party shipowners.
The BWM Convention requires ships to manage their ballast water to remove, render harmless, or avoid the uptake or discharge of new or invasive aquatic organisms and pathogens within ballast water and sediments.
The BWM Convention entered into force on September 8, 2017. The BWM Convention requires ships to manage their ballast water to remove, render harmless, or avoid the uptake or discharge of new or invasive aquatic organisms and pathogens within ballast water and sediments.
As of March 17, 2025, the Company’s significant subsidiaries are as follows: Company Name Country of Organization Proportion of Ownership Interest Footnote Americas Bulk Transport (BVI) Limited British Virgin Islands 100% (A) Phoenix Bulk Management Bermuda Limited Bermuda 100% (B) Pangaea Logistics Solutions (BVI) Limited (“Pangaea BVI”) British Virgin Islands 100% (C) Bulk Ocean Shipping Company (Bermuda) Ltd.
As of March 16, 2026, the Company’s significant subsidiaries are as follows: Subsidiary Jurisdiction of Incorporation Proportion of Ownership Interest Footnote Americas Bulk Transport (BVI) Limited British Virgin Islands 100% (A) Phoenix Bulk Management Bermuda Limited Bermuda 100% (B) Pangaea Logistics Solutions (BVI) Limited (“Pangaea BVI”) British Virgin Islands 100% (C) Bulk Ocean Shipping Company (Bermuda) Ltd.
(G) The primary purpose of these entities is owning bulk carriers. (H) The primary purpose of these entities is to provide logistics services to customers by chartering, managing and operating ships. NBV is the holding company of Pangaea Denmark. F ormerly known as Nordic Bulk Carriers A/S.
(G) The primary purpose of these entities is owning bulk carriers. 11 (H) The primary purpose of these entities is to provide logistics services to customers by chartering, managing and operating ships. NBV is the holding company of Pangaea Denmark.
The ISPS Code is designed to enhance the security of ports and ships against terrorism. To trade internationally, a vessel must attain an International Ship Security Certificate (“ISSC”) from a recognized security organization approved by the vessel’s flag state. Ships operating without a valid certificate may be detained, expelled from, or refused entry at port until they obtain an ISSC.
To trade internationally, a vessel must attain an International Ship Security Certificate, or the ISSC, from a recognized security organization approved by the vessel’s flag state. Ships operating without a valid certificate may be detained, expelled from, or refused entry at port until they obtain an ISSC.
We may incur costs to comply with these revised standards. Additional or new conventions, laws and regulations 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 may be adopted that could require the installation of expensive emission control systems and could adversely affect our business, results of operations, cash flows and financial condition.
These regulations could cause us to incur additional substantial expenses. The EU made a unilateral commitment to reduce overall greenhouse gas emissions from its member states from 20% of 1990 levels by 2020. The EU also committed to reduce its emissions by 20% under the Kyoto Protocol’s second period from 2013 to 2020.
The EU made a unilateral commitment to reduce overall greenhouse gas emissions from its member states from 20% of 1990 levels by 2020. The EU also committed to reduce its emissions by 20% under the Kyoto Protocol’s second period from 2013 to 2020.
International Maritime Organization The United Nations’ International Maritime Organization, or the IMO, has adopted the International Convention for the Prevention of Marine Pollution from Ships, 1973, as modified by the Protocol of 1978 relating thereto, collectively referred to as MARPOL 73/78 and herein as “MARPOL,” the International Convention for the Safety of Life at Sea of 1974 ("SOLAS Convention"), and the International Convention on Load Lines of 1966 (the "LL Convention").
As the Company expands its operations to ports and terminals, it becomes more exposed to environmental requirements and regulations ashore. 13 International Maritime Organization The United Nations’ International Maritime Organization, or the IMO, has adopted the International Convention for the Prevention of Marine Pollution from Ships, 1973, as modified by the Protocol of 1978 relating thereto, collectively referred to as MARPOL 73/78 and herein as “MARPOL,” the International Convention for the Safety of Life at Sea of 1974 ("SOLAS Convention"), and the International Convention on Load Lines of 1966 (the "LL Convention").
Effective March 23, 2023, the new adjusted limits of OPA liability for non-tank vessels, edible oil tank vessels, and any oil spill response vessels, to the greater of $1,300 per gross ton or $1,076,000 (subject to periodic adjustment for inflation).
OPA contains statutory caps on liability and damages; such caps do not apply to direct cleanup costs. Effective March 23, 2023, the new adjusted limits of OPA liability for non-tank vessels, edible oil tank vessels, and any oil spill response vessels, to the greater of $1,300 per gross ton or $1,076,000 (subject to periodic adjustment for inflation).
The Company addresses the logistics needs of its customers by undertaking a comprehensive set of services and activities, including cargo loading, cargo discharge, port and terminal operations, vessel chartering, voyage planning, and vessel technical management.
The Company addresses the logistics needs of its customers by undertaking a comprehensive set of services and activities, including cargo loading, cargo discharge, port and terminal operations, vessel chartering, voyage planning, and vessel technical management. Available Information Our Internet website address is www.pangaeals.com.
At MEPC 70 and MEPC 71, the MEPC approved the North Sea and Baltic Sea as ECAs for nitrogen oxide for ships built on or after January 1, 2021.
Caribbean Sea ECAs with marine diesel engine installed and constructed on or after January 1, 2016. At MEPC 70 and MEPC 71, the MEPC approved the North Sea and Baltic Sea as ECAs for nitrogen oxide for ships built on or after January 1, 2021.
(S) The primary purpose of the company is to manage U.S.-based business activities. Crewing and Employees Each of our vessels is crewed with 20-25 independently contracted officers and crew members and, on certain vessels, directly contracted officers. Our technical managers are responsible for locating, contracting and retaining qualified officers for its vessels.
Crewing and Employees Each of our vessels is crewed with 20-25 independently contracted officers and crew members and, on certain vessels, directly contracted officers. Our technical managers are responsible for locating, contracting and retaining qualified officers for its vessels.
The Company’s COAs typically extend for a period of one to five years, although some extend for longer periods. A voyage charter is a contract for the carriage of a specific amount and type of cargo on a load port to discharge port basis, subject to various cargo handling terms. COAs and voyage charters provide voyage revenue to the Company.
A voyage charter is a contract for the carriage of a specific amount and type of cargo on a load port to discharge port basis, subject to various cargo handling terms. COAs and voyage charters provide voyage revenue to the Company.
("SBC Harmony") Singapore 100% (G) (A) The primary purpose of this corporation is to manage and operate ocean going vessels. (B) The primary purpose of this entity is to perform certain administrative management functions that have been assigned by PBC. (C) The primary purpose of this corporation is to provide logistics services to customers by chartering, managing and operating ships.
(B) The primary purpose of this entity is to perform certain administrative management functions that have been assigned by PBC. (C) The primary purpose of this corporation is to provide logistics services to customers by chartering, managing and operating ships. (D) The primary purpose of this corporation is to manage the fuel procurement for all vessels.
These ballast water treatment systems range in cost from $0.5 million to $0.7 million each, primarily dependent on the size of the vessel. Refer to “Capital Expenditures” section for further information.
These ballast water treatment systems range in cost from $0.5 million to $0.7 million each, primarily dependent on the size of the vessel. The cost of compliance could increase for ocean carriers and may have a material effect on our operations. Refer to “Capital Expenditures” section for further information.
The Polar Code applies to new ships constructed after January 1, 2017, and after January 1, 2018, ships constructed before January 1, 2017 are required to meet the relevant requirements by the earlier of their first intermediate or renewal survey.
The Polar Code applies to new ships constructed after January 1, 2017, and after January 1, 2018, ships constructed before January 1, 2017 are required to meet the relevant requirements by the earlier of their first intermediate or renewal survey. Furthermore, cybersecurity guidance and regulations have been developed in the near future in an attempt to combat cybersecurity threats.
Although there is no legal authority directly on point, we believe that, for purposes of determining whether we are a PFIC, the gross income we derive or are deemed to derive from the time chartering activities of our wholly-owned subsidiaries more likely than not constitutes services income, rather than rental income.
By contrast, rental income would generally constitute “passive income” unless we were treated under specific rules as deriving our rental income in the active conduct of a trade or business. 31 Although there is no legal authority directly on point, we believe that, for purposes of determining whether we are a PFIC, the gross income we derive or are deemed to derive from the time chartering activities of our wholly-owned subsidiaries more likely than not constitutes services income, rather than rental income.
The Company employs the technical management services of Seamar Management S.A. which is 51% owned by the Company, and Bernard Schulte Ship Managment, a third party, for its ice class 1A fleet and M.T.M Ship Management, a related party, for its Handysize fleet. Business Strategy The Company’s principal business objectives are to profitably grow its business and increase shareholder value.
The Company employs the technical management services of Seamar Management S.A. which is wholly owned by the Company, and Bernard Schulte Ship Management, a third party, for its ice class 1A fleet and M.T.M Ship Management, a related party, for its Handysize fleet.
(“Bulk Olympic”) Marshall Islands 67% (J) Bulk Nordic Oasis (MI) Corp.. (“Bulk Oasis”) Marshall Islands 67% (J) Bulk Nordic Odyssey Corp. (MI) ("Bulk Odyssey") Marshall Islands 67% (J) Bulk Nordic Orion Corp. (MI) ("Bulk Orion") Marshall Islands 67% (J) Nordic Bulk Holding Company Ltd.
(“Bulk Oshima”) Marshall Islands 67% (J) Bulk Nordic Odin (MI) Corp. (“Bulk Odin”) Marshall Islands 67% (J) Bulk Nordic Olympic (MI) Corp. (“Bulk Olympic”) Marshall Islands 67% (J) Bulk Nordic Oasis (MI) Corp.. (“Bulk Oasis”) Marshall Islands 67% (J) Bulk Nordic Odyssey Corp. (MI) ("Bulk Odyssey") Marshall Islands 67% (J) Bulk Nordic Orion Corp.
The “D-2 standard” specifies the maximum amount of viable organisms allowed to be discharged, and compliance dates vary depending on the IOPP renewal dates. The standards have been in force since 2019, and for most ships, compliance with the D-2 standard involved installing on-board systems to treat ballast water and eliminate unwanted organisms.
The standards have been in force since 2019, and for most ships, compliance with the D-2 standard involved installing on-board systems to treat ballast water and eliminate unwanted organisms.
The MEPC adopted the Polar Code and associated MARPOL amendments in May 2015. The U.S. Oil Pollution Act of 1990 and Comprehensive Environmental Response, Compensation and Liability Act The Oil Pollution Act of 1990, ("OPA"), established an extensive regulatory and liability regime for the protection and cleanup of the environment from oil spills.
Oil Pollution Act of 1990 and Comprehensive Environmental Response, Compensation and Liability Act The Oil Pollution Act of 1990, or OPA, established an extensive regulatory and liability regime for the protection and cleanup of the environment from oil spills.
Regulation (EU) 2015/757 of the European Parliament and of the Council of 29 April 2015 (amending EU Directive 2009/16/EC) governs the monitoring, reporting and verification of carbon dioxide emissions from maritime transport, and, subject to some exclusions, requires companies with ships over 5,000 gross tonnage to monitor and report carbon dioxide emissions annually, which may cause us to incur additional expenses.
Regulation (EU) 2015/757 of the European Parliament and of the Council of 29 April 2015 (amending EU Directive 2009/16/EC) governs the monitoring, reporting and verification of carbon dioxide emissions from maritime transport, and, subject to some exclusions, requires companies with ships over 5,000 gross tonnage to monitor and report carbon dioxide emissions annually, which may cause us to incur additional expenses. 21 The European Union has adopted several regulations and directives requiring, among other things, more frequent inspections of high-risk ships, as determined by type, age, and flag as well as the number of times the ship has been detained.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

110 edited+41 added−41 removed253 unchanged
Biggest changeSummary of Risk Factors • The cyclical and volatile nature of the seaborne drybulk transportation industry may lead to significant decreases in charter and freight rates, which may have an adverse effect on our revenues, earnings and profitability and our ability to comply with our loan covenants. • Further increases in interest rates could adversely affect our cash flow and financial condition. 34 • Any change in drybulk carrier capacity in the future may result in lower charter and freight rates which, in turn, will adversely affect our profitability. • The continuing conflict in Ukraine and the Middle East and resulting sanctions by the United States, European Union and other countries have adversely impact global economic conditions and contribute to inflation and volatility in commodity prices. • The market values of our owned vessels may decrease, which could limit the amount of funds that we can borrow or cause us to breach certain covenants in our credit facilities and we may incur impairment or a loss if we sell vessels following a decline in their market value. • The state of the global financial markets and economic conditions may adversely impact our ability to obtain additional financing on acceptable terms and otherwise negatively impact our business. • Changes in the economic and political environment in China and policies adopted by the government to regulate its economy may have a material adverse effect on our business, financial condition and results of operations. • Our financial results and operations may be adversely affected by the continuing impacts of the outbreak of COVID-19, and other epidemic and pandemic diseases and continuing governmental responses in certain jurisdictions, including China. • Our revenues are subject to seasonal fluctuations, which could affect our operating results and our ability to pay dividends, if any, in the future. • If our vessels call on ports located in countries or territories or carry cargo that is the subject of sanctions or embargoes imposed by the U.S., the European Union, the United Nations, or other governmental authorities, it could lead to monetary fines or penalties and may adversely affect our reputation and the market for our securities. • We are subject to complex laws and regulations, including environmental regulations that can adversely affect the cost, manner or feasibility of doing business. • Changes in fuel prices, that may result from increased oil prices, may adversely affect our profitability. • In the highly competitive international shipping industry, we may not be able to compete successfully for chartered-in vessels or for vessel employment and, as a result, we may be unable to charter-in vessels at reasonable rates or employ our vessels profitably. • Increasing scrutiny and changing expectations from investors, lenders and other market participants with respect to our Environmental, Social and Governance (“ESG”) policies may impose additional costs on us or expose us to additional risks. • We depend upon a few significant customers for a large part of our revenues and cash flow, and the loss of one or more of these customers could adversely affect our financial performance. • We are subject to certain risks with counterparties on contracts and the failure of such counterparties to meet their obligations could cause us to suffer losses or otherwise adversely affect our business and ability to comply with covenants in our loan agreements, which could impose operating and financial restrictions on us. • Obligations associated with being a public company require significant company resources and management attention, and we incur increased costs as a result of being a public company. • If we fail to maintain an effective system of disclosure controls and internal control over financial reporting, our ability to produce timely and accurate financial statements or comply with applicable laws and regulations could be adversely impacted. • If our remediation efforts are not effective, or if we identify additional material weaknesses in the future, we may experience delays or inaccuracies in financial reporting, increased risk of fraud, loss of investor confidence, higher compliance costs, and adverse impacts on the trading price of our common stock. • Because we purchase and operate secondhand vessels, we may be exposed to increased operating costs which could adversely affect our earnings and, as our fleet ages, the risks associated with older vessels could adversely affect our ability to obtain profitable charters. • Our ability to obtain additional debt financing, or to refinance existing indebtedness, may be dependent on the performance and length of our charter contracts and the creditworthiness of our contract counterparties. • We depend on our Chief Executive Officer, Chief Operating Officer, Chief Financial Officer and other key employees, and the loss of their services would have a material adverse effect on our business, results and financial condition. • Exposure to currency exchange rate fluctuations will result in fluctuations in our cash flows and operating results. • United States tax authorities could treat us as a “passive foreign investment company,” which could have adverse United States federal income tax consequences to U.S. holders. • We rely on our information systems to conduct our business, and failure to protect these systems against security breaches could adversely affect our business and results of operations, including on our vessels.
Biggest changeEscalating geopolitical tensions in the Middle East, including the crisis involving Iran, may further disrupt global trade routes, increase energy and fuel costs, and adversely affect global economic conditions. • The market values of our owned vessels may decrease, which could limit the amount of funds that we can borrow or cause us to breach certain covenants in our credit facilities and we may incur impairment or a loss if we sell vessels following a decline in their market value. • The state of the global financial markets and economic conditions may adversely impact our ability to obtain additional financing on acceptable terms and otherwise negatively impact our business. • Changes in the economic and political environment in China and policies adopted by the government to regulate its economy may have a material adverse effect on our business, financial condition and results of operations. • Our revenues are subject to seasonal fluctuations, which could affect our operating results and our ability to pay dividends, if any, in the future. • If our vessels call on ports located in countries or territories or carry cargo that is the subject of sanctions or embargoes imposed by the U.S., the European Union, the United Nations, or other governmental authorities, it could lead to monetary fines or penalties and may adversely affect our reputation and the market for our securities. • We are subject to complex laws and regulations, including environmental regulations that can adversely affect the cost, manner or feasibility of doing business. • Changes in fuel prices, that may result from increased oil prices, may adversely affect our profitability. • In the highly competitive international shipping industry, we may not be able to compete successfully for chartered-in vessels or for vessel employment and, as a result, we may be unable to charter-in vessels at reasonable rates or employ our vessels profitably. • Increasing scrutiny and changing expectations from investors, lenders and other market participants with respect to our Environmental, Social and Governance (“ESG”) policies may impose additional costs on us or expose us to additional risks. • We depend upon a few significant customers for a large part of our revenues and cash flow, and the loss of one or more of these customers could adversely affect our financial performance. • We are subject to certain risks with counterparties on contracts and the failure of such counterparties to meet their obligations could cause us to suffer losses or otherwise adversely affect our business and ability to comply with covenants in our loan agreements, which could impose operating and financial restrictions on us. • Obligations associated with being a public company require significant company resources and management attention, and we incur increased costs as a result of being a public company. • Because we purchase and operate secondhand vessels, we may be exposed to increased operating costs which could adversely affect our earnings and, as our fleet ages, the risks associated with older vessels could adversely affect our ability to obtain profitable charters. • Our ability to obtain additional debt financing, or to refinance existing indebtedness, may be dependent on the performance and length of our charter contracts and the creditworthiness of our contract counterparties. • We depend on our Chief Executive Officer, Chief Operating Officer, Chief Financial Officer and other key employees, and the loss of their services would have a material adverse effect on our business, results and financial condition. • Exposure to currency exchange rate fluctuations will result in fluctuations in our cash flows and operating results. 35 • United States tax authorities could treat us as a “passive foreign investment company,” which could have adverse United States federal income tax consequences to U.S. holders. • Volatility in the broader securities markets and trading volume of our common shares could adversely impact the trading price of our common shares. • Because we are a foreign corporation, you may not have the same rights that a shareholder in a U.S. corporation may have, and it may not be possible for our investors to enforce U.S. judgments against us.
A decrease in the level of imports to and exports from China could adversely affect our business, operating results and financial condition. In recent years, China and the United States have implemented certain increasingly protective trade measures with continuing trade tensions, including significant tariff increases, between these countries.
In recent years, China and the United States have implemented certain increasingly protective trade measures with continuing trade tensions, including significant tariff increases, between these countries. A decrease in the level of imports to and exports from China could adversely affect our business, operating results and financial condition.
Non-compliance with any of our financial covenants or operating restrictions contained in our credit facilities may constitute an event of default under our credit facilities, which, unless cured within the grace period set forth under the applicable credit 51 facility, if applicable, or waived or modified by our lenders, provides our lenders with the right to, among other things, require us to post additional collateral, enhance our equity and liquidity, increase our interest payments, pay down our indebtedness to a level where we are in compliance, sell vessels in our fleet, reclassify our indebtedness as current liabilities, accelerate our indebtedness, or foreclose their liens on our vessels and the other assets securing the credit facilities, which would impair our ability to continue to conduct our business.
Non-compliance with any of our financial covenants or operating restrictions contained in our credit facilities may constitute an event of default under our credit facilities, which, unless cured within the grace period set forth under the applicable credit facility, if applicable, or waived or modified by our lenders, provides our lenders with the right to, among other things, require us to post additional collateral, enhance our equity and liquidity, increase our interest payments, pay down our indebtedness to a level where we are in compliance, sell vessels in our fleet, reclassify our indebtedness as current liabilities, accelerate our indebtedness, or foreclose their liens on our vessels and the other assets securing the credit facilities, which would impair our ability to continue to conduct our business.
Please see “The Company’s Management and Discussion Analysis of Financial Condition and Results of Operations - Quantitative and Qualitative Disclosures about Market Risks - Fuel Swap Contracts.” In the highly competitive international shipping industry, we may not be able to compete successfully for chartered-in vessels or for vessel employment and, as a result, we may be unable to charter-in vessels at reasonable rates or employ our vessels profitably.
Please see “The Company’s Management and Discussion Analysis of Financial Condition and Results of Operations - Quantitative and Qualitative Disclosures about Market Risks - Fuel Swap Contracts.” 48 In the highly competitive international shipping industry, we may not be able to compete successfully for chartered-in vessels or for vessel employment and, as a result, we may be unable to charter-in vessels at reasonable rates or employ our vessels profitably.
Moreover, we operate in a sector of the economy that is likely to be adversely impacted by the effects of political conflicts, including the current political instability in Ukraine, in the Middle East and the South China Sea region and other geographic countries and areas, geopolitical events such as terrorist or other attacks, and war (or threatened war) or international hostilities, such as those between the United States and Iran or North Korea.
Moreover, we operate in a sector of the economy that is likely to be adversely impacted by the effects of political conflicts, including the current political instability in Venezuela, Ukraine, the Middle East and the South China Sea region and other geographic countries and areas, geopolitical events such as terrorist or other attacks, and war (or threatened war) or international hostilities, such as those between the United States and Iran or North Korea.
In October 2021, members of the OECD put forth two proposals: (i) Pillar One reallocates profit to the market jurisdictions where sales arise versus physical presence; and (ii) 56 Pillar Two compels multinational corporations with €750 million or more in annual revenue to pay a global minimum tax of 15% on income received in each country in which they operate.
In October 2021, members of the OECD put forth two proposals: (i) Pillar One reallocates profit to the market jurisdictions where sales arise versus physical presence; and (ii) Pillar Two compels multinational corporations with €750 million or more in annual revenue to pay a global minimum tax of 15% on income received in each country in which they operate.
Any of these occurrences could have a material adverse effect on our business, financial condition and results of operations and financial condition. We are a “smaller reporting company” and an "accelerated filer" and we cannot be certain if the reduced disclosure requirements applicable to smaller reporting companies will make our common shares less attractive to investors.
Any of these occurrences could have a material adverse effect on our business, financial condition and results of operations and financial condition. 53 We are a “smaller reporting company” and an "accelerated filer" and we cannot be certain if the reduced disclosure requirements applicable to smaller reporting companies will make our common shares less attractive to investors.
If we are 53 unable to accomplish these objectives in a timely and effective fashion, our ability to comply with the financial reporting requirements and other rules that apply to reporting companies could be impaired. In addition, our limited management resources may exacerbate the difficulties in complying with these reporting and other requirements while focusing on executing our business strategy.
If we are unable to accomplish these objectives in a timely and effective fashion, our ability to comply with the financial reporting requirements and other rules that apply to reporting companies could be impaired. In addition, our limited management resources may exacerbate the difficulties in complying with these reporting and other requirements while focusing on executing our business strategy.
United States tax authorities could treat us as a “passive foreign investment company,” which could have adverse United States federal income tax consequences to U.S. holders 55 A foreign corporation will be treated as a “passive foreign investment company,” or a PFIC, for United States federal income tax purposes if either (1) at least 75% of its gross income for any taxable year consists of certain types of “passive income” or (2) at least 50% of the average value of the corporation's assets produce or are held for the production of those types of “passive income.” For purposes of these tests, “passive income” includes dividends, interest, and gains from the sale or exchange of investment property and rents and royalties other than rents and royalties which are received from unrelated parties in connection with the active conduct of a trade or business.
United States tax authorities could treat us as a “passive foreign investment company,” which could have adverse United States federal income tax consequences to U.S. holders 56 A foreign corporation will be treated as a “passive foreign investment company,” or a PFIC, for United States federal income tax purposes if either (1) at least 75% of its gross income for any taxable year consists of certain types of “passive income” or (2) at least 50% of the average value of the corporation's assets produce or are held for the production of those types of “passive income.” For purposes of these tests, “passive income” includes dividends, interest, and gains from the sale or exchange of investment property and rents and royalties other than rents and royalties which are received from unrelated parties in connection with the active conduct of a trade or business.
A party need not know it is violating sanctions and need not intend to violate sanctions to be liable. We could be subject to monetary fines, penalties, or other sanctions for violating applicable sanctions or embargo laws even in circumstances where our conduct, or the conduct of a charterer, is consistent with our sanctions-related policies, unintentional or inadvertent.
Accordingly, a party need not know it is violating sanctions and need not intend to violate sanctions to be liable. We could be subject to monetary fines, penalties, or other sanctions for violating applicable sanctions or embargo laws even in circumstances where our conduct, or the conduct of a charterer, is consistent with our sanctions-related policies, unintentional or inadvertent.
In addition, we normally do not designate our FFAs for special hedge accounting and, as such, our use of such derivatives may lead to material fluctuations in our results of operations. 52 We also seek to manage our exposure to volatility in the market price of bunkers by entering into bunker hedging contracts.
In addition, we normally do not designate our FFAs for special hedge accounting and, as such, our use of such derivatives may lead to material fluctuations in our results of operations. We also seek to manage our exposure to volatility in the market price of bunkers by entering into bunker hedging contracts.
Our inability to obtain additional financing on acceptable terms or at all may materially affect our results of operations and our ability to implement our business strategy. We have and may continue to partially finance the acquisition of vessels with borrowings drawn under credit facilities, financing obligations or finance leases.
Our inability to obtain additional financing on acceptable terms or at all may materially affect our results of operations and our ability to implement our business strategy. 55 We have and may continue to partially finance the acquisition of vessels with borrowings drawn under credit facilities, financing obligations or finance leases.
Beginning in February of 2022, the United States, the United Kingdom and the European Union, among other countries, announced various economic sanctions against Russia in connection with the conflict in Ukraine. The ongoing conflict could 42 result in the imposition of further economic sanctions or new categories of export restrictions against individuals or entities to Russia.
Beginning in February of 2022, the United States, the United Kingdom and the European Union, among other countries, announced various economic sanctions against Russia in connection with the conflict in Ukraine. The ongoing conflict could result in the imposition of further economic sanctions or new categories of export restrictions against individuals or entities to Russia.
The current state of the global financial markets and economic conditions may adversely impact our ability to obtain additional financing on acceptable terms and otherwise negatively impact our business. Global financial markets can be volatile and contraction in available credit may occur as economic conditions change.
The current state of the global financial markets and economic conditions may adversely impact our ability to obtain additional financing on acceptable terms and otherwise negatively impact our business. Global financial markets can be volatile and a contraction in available credit may occur as economic conditions change.
The fair market values of our owned dry bulk vessels have generally experienced high volatility, and you should expect the market values of our vessels to fluctuate depending on a number of factors including: • prevailing level of charter and freight rates; • general economic and market conditions affecting the shipping industry; • the balance between the supply of and demand for ships of a certain type; • competition from other shipping companies; • types and sizes of vessels; • supply of and demand for vessels; • the availability and cost of other modes of transportation; • cost of newbuildings; • shipyard capacity; • governmental and other regulations, including those that may limit the useful life of vessels; • the prevailing level of charter rates; • the need to upgrade secondhand and previously owned vessels as a result of environmental, safety, regulatory or charterer requirements; and • technological advances. 39 In addition, as vessels grow older, they generally decline in value.
The fair market values of our owned dry bulk vessels have generally experienced high volatility, and you should expect the market values of our vessels to fluctuate depending on a number of factors including: • prevailing level of charter and freight rates; • general economic and market conditions affecting the shipping industry; • the balance between the supply of and demand for ships of a certain type; • competition from other shipping companies and other modes of transportation; • types, sizes and ages of vessels; • supply of and demand for vessels; • cost of newbuildings; • scrap values; • shipyard capacity; • governmental and other regulations, including those that may limit the useful life of vessels; • the prevailing level of charter rates; • the need to upgrade secondhand and previously owned vessels as a result of environmental, safety, regulatory or charterer requirements; and • technological advances. 39 In addition, as vessels grow older, they generally decline in value.
In addition, in depressed market conditions, our customers may no longer need us to carry a cargo that is currently under contract 50 or may be able to obtain carriage at a lower rate.
In addition, in depressed market conditions, our customers may no longer need us to carry a cargo that is currently under contract or may be able to obtain carriage at a lower rate.
In addition, in September 2020 President Xi Jinping committed his country to achieving carbon neutrality by 2060 at the UN General Assembly, despite that carbon emissions are currently a prominent part of China’s economic and industrial structure as it relies heavily on nonrenewable energy sources, generally lacks energy efficiency, and has a rapidly growing energy demand.
In addition, in September 2020 President Xi Jinping committed his country to achieving carbon neutrality by 2060 at the UN General Assembly, despite that carbon emissions are currently a prominent part of China’s economic and industrial structure as it relies heavily on renewable energy sources, generally lacks energy efficiency, and has a rapidly growing energy demand.
Depending on how China attempts to achieve carbon neutrality by 2060, including through the reduction in the use of coal, an overall increase in the use of nonrenewable energy as part of the energy consumption mix and through other means and any reduction in the demand for coal and related products could have a material adverse effect on our business, cash flows and results of operations.
Depending on how China attempts to achieve carbon neutrality by 2060, including through the reduction in the use of coal, an overall increase in the use of renewable energy as part of the energy consumption mix and through other means and any reduction in the demand for coal and related products could have a material adverse effect on our business, cash flows and results of operations.
In addition, if the recent sharp increase in crude oil prices and widening of the spread between the prices of high sulfur fuel and low sulfur fuel resulting from conflict between Russia and Ukraine and Israel and Hamas continues, this might lead to a decrease in the economic viability of older vessels that lack fuel efficiency and a reduction of useful lives of these vessels.
In addition, if the increase in crude oil prices and widening of the spread between the prices of high sulfur fuel and low sulfur fuel resulting from conflict between Russia and Ukraine and Israel and Hamas continues, this might lead to a decrease in the economic viability of older vessels that lack fuel efficiency and a reduction of useful lives of these vessels.
Foreign Corrupt Practices Act of 1977, as amended 49 (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.
Foreign Corrupt Practices Act of 1977, as amended, or 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.
Changes in fuel prices may adversely affect profits. Fuel, or bunkers, is typically the largest expense of our operating business and therefore, changes in the price of fuel may adversely affect our profitability. When we operate vessels under COAs or voyage charters, we are responsible for all voyage costs, including bunkers.
Fuel, or bunkers, is typically the largest expense of our operating business and therefore, changes in the price of fuel may adversely affect our profitability. When we operate vessels under COAs or voyage charters, we are responsible for all voyage costs, including bunkers.
Investor advocacy groups, certain institutional investors, investment funds, lenders and other market participants are increasingly focused on ESG practices and in recent years have placed increasing importance on the implications and social cost of their investments.
Investor advocacy groups, certain institutional investors, investment funds, lenders and other market participants have been increasingly focused on ESG practices and in recent years and have placed increasing importance on the implications and social cost of their investments.
The increased focus and activism related to ESG and similar matters may hinder access to capital, as investors and lenders may decide to reallocate capital or to not commit capital as a result of their assessment of a company’s ESG practices.
An increased focus and activism related to ESG and similar matters may hinder access to capital, as investors and lenders may decide to reallocate capital or to not commit capital as a result of their assessment of a company’s ESG practices.
On October 26, 2020, the EPA published a Notice of Proposed Rulemaking for Vessel Incidental Discharge National Standards of Performance under VIDA. On September 24, 2024, the EPA finalized its rule on Vessel Incidental Discharge Standards of Performance. USCG must develop corresponding implementation, compliance and enforcement regulations regarding ballast water within two years.
On October 26, 2020, the EPA published a Notice of Proposed Rulemaking for Vessel Incidental Discharge National Standards of Performance under VIDA. In October 2024, the EPA finalized its rule on Vessel Incidental Discharge Standards of Performance. USCG must develop corresponding implementation, compliance and enforcement regulations regarding ballast water within two years.
We are a “smaller reporting company,” as defined in the Securities Act of 1934, and may choose to rely on scaled disclosure requirements available to smaller reporting companies. On June 28, 2018, the Commission adopted amendments to the definition of “smaller reporting company” that became effective on September 10, 2018.
We are a “smaller reporting company,” as defined in the Securities Exchange Act of 1934, as amended, or the Exchange Act, and may choose to rely on scaled disclosure requirements available to smaller reporting companies. On June 28, 2018, the Commission adopted amendments to the definition of “smaller reporting company” that became effective on September 10, 2018.
Economic growth is uncertain but any slowdown, including due to supply-chain disruption, high energy process and the surge in inflation and related actions by central banks and geopolitical conditions, could result in a significant risk of recession in many parts of the world in the near term.
Economic growth is uncertain but any slowdown, including due to supply-chain disruption, high energy process and a surge in inflation and related actions by central banks and geopolitical conditions, could result in a risk of recession in many parts of the world.
For instance, there is a high level of uncertainty in today’s tax environment stemming from global initiatives put forth by the Organisation for Economic Co-operation and Development’s (“OECD”) two-pillar base erosion and profit shifting project.
For instance, there is a high level of uncertainty in today’s tax environment stemming from global initiatives put forth by the Organisation for Economic Co-operation and Development’s, or OECD, two-pillar base erosion and profit shifting project.
On July 14, 2021, the European Commission formally proposed its plan to gradually include the maritime sector in the EU Emissions Trading System (“EU ETS”) from 2024 by phasing the sector into the EU ETS requirements over a three-year period.
On July 14, 2021, the European Commission formally proposed its plan to gradually include the maritime sector in the EU Emissions Trading System, or EU ETS, from 2024 by phasing the sector into the EU ETS requirements over a three-year period.
We face risks attendant to changes in economic and regulatory conditions around the world. 40 We face risks attendant to changes in economic environments, changes in interest rates, increasing inflation and the resulting monetary policies of central governments, instability in the banking and securities markets and trade regulations around the world, among other factors.
We face risks attendant to changes in economic environments, changes in interest rates, increasing inflation and the resulting monetary policies of central governments, instability in the banking and securities markets and trade regulations around the world, among other factors.
These risks include the possibility of: • a marine accident or disaster; • environmental accidents and pollution; • cargo and property losses or damage; • damage to the environment, including through spillage of fuel, lubricants or other chemicals and substances used in operations; • business interruptions caused by mechanical failure, human error, war, terrorism, political action in various countries, labor strikes or adverse weather conditions; and • piracy.
These risks include the possibility of: • a marine accident or disaster; • environmental accidents and pollution; • cargo and property losses or damage; • damage to the environment, including through spillage of fuel, lubricants or other chemicals and substances used in operations; • business interruptions caused by mechanical failure, grounding, fire, explosions and collisions, human error, war, terrorism, diseases, political action in various countries, labor strikes or adverse weather conditions; and • piracy.
While in general much uncertainty remains regarding the global impact of the conflict in Ukraine, it is possible that such tensions could adversely affect the Company’s business, financial condition, operating results and cash flows.
While in general much uncertainty remains regarding the global impact of the conflict in Ukraine, and any potential resolution thereof, it is possible that such tensions could adversely affect the Company’s business, financial condition, operating results and cash flows.
As of the date of this annual report, our fleet consists of 41 owned vessels having a combined carrying capacity of 2.4 million dead weight tons, or dwt, and a weighted average age of 11 years.
As of the date of this annual report, our fleet consists of 39 owned vessels having a combined carrying capacity of 2.3 million dead weight tons, or dwt, and a weighted average age of 11 years.
As of December 31, 2024, we are in compliance with covenants contained in our debt agreements.
As of December 31, 2025, we are in compliance with covenants contained in our debt agreements.
We depend on the efforts, knowledge, skill, reputations and business contacts of our Chief Executive Officer, Mark Filanowski, our Chief Financial Officer, Gianni Del Signore, our Chief Operating Officer, Mads Boye Petersen and other key employees. Accordingly, our success will depend on the continued service of these individuals. We do not have employment agreements with our executive officers or employees.
We depend on the efforts, knowledge, skill, reputations and business contacts of our Chief Executive Officer, Mads Boye Petersen, our Chief Financial Officer, Gianni Del Signore, our Chief Strategy Officer, Daniel Schildt, and other key employees. Accordingly, our success will depend on the continued service of these individuals. We do not have employment agreements with our executive officers or employees.
Furthermore, fuel may become significantly more expensive in the future, which may reduce our profitability. 47 In addition, the entry into force, on January 1, 2020, of the 0.5% global sulfur cap in marine fuels used by vessels that are not equipped with sulfur oxide ("SOx") exhaust gas cleaning systems ("scrubbers") under the International Convention for Prevention of Pollution from Ships ("MARPOL") Annex VI may lead to changes in the production quantities and prices of different grades of marine fuel by refineries and introduces an additional element of uncertainty in fuel markets, which could result in additional costs and adversely affect our cash flows, earnings and results from operations.
In addition, the entry into force, on January 1, 2020, of the 0.5% global sulfur cap in marine fuels used by vessels that are not equipped with sulfur oxide, orSOx, exhaust gas cleaning systems, or scrubbers, under the International Convention for Prevention of Pollution from Ships, or MARPOL, Annex VI may lead to changes in the production quantities and prices of different grades of marine fuel by refineries and introduces an additional element of uncertainty in fuel markets, which could result in additional costs and adversely affect our cash flows, earnings and results from operations.
Moreover, our risk of cyber-attack and other sources of security breaches and incidents may be elevated as a result of the ongoing conflicts between Russia and Ukraine and the Israel-Hamas conflict. To the extent such attacks have collateral effects on global critical infrastructure or financial institutions, such developments could adversely affect our business, operating results and financial condition.
Moreover, our risk of cyber-attack and other sources of security breaches and incidents may be elevated as a result of the ongoing global conflicts. To the extent such conflicts have collateral effects on global critical infrastructure or financial institutions, such developments could adversely affect our business, operating results and financial condition.
Our credit facilities, financing obligations and finance leases, which are secured by mortgages on our vessels, impose certain operating and financial restrictions on us, mainly to ensure that the market value of the mortgaged vessel under the applicable credit facility does not fall below a certain percentage of the outstanding amount of the loan, which we refer to as the collateral maintenance or loan to value ratio.
We may be unable to comply with covenants in our credit facilities or any financial obligations that impose operating and financial restrictions on us. 51 Our credit facilities, financing obligations and finance leases, which are secured by mortgages on our vessels, impose certain operating and financial restrictions on us, mainly to ensure that the market value of the mortgaged vessel under the applicable credit facility does not fall below a certain percentage of the outstanding amount of the loan, which we refer to as the collateral maintenance or loan to value ratio.
Increasing scrutiny and changing expectations from investors, lenders and other market participants with respect to our Environmental, Social and Governance ("ESG") policies may impose additional costs on us or expose us to additional risks. Companies across all industries are facing increasing scrutiny relating to their ESG policies.
Increasing scrutiny and changing expectations from investors, lenders and other market participants with respect to our ESG policies may impose additional costs on us or expose us to additional risks. Companies across all industries may face increasing scrutiny relating to their ESG policies.
In addition, detention hijacking as a result of an act of piracy against our vessels, or an increase in cost, or unavailability of insurance for our vessels, could have a material adverse impact on our business, results of operations, cash flows and financial condition, and this may result in loss of revenues, increased costs and decreased cash flows to our customers, which could impair their ability to make payments to us under our charters.
In addition, detention hijacking as a result of an act of piracy against our vessels, or an increase in cost, or unavailability of insurance for our vessels, could have a material adverse impact on our business, results of operations, cash flows and financial condition, and this may result in loss of revenues, increased costs and decreased cash flows to our customers, which could impair their ability to make payments to us under our charters. 41 The smuggling of drugs or other contraband onto our vessels may lead to governmental claims against us.
Our operations outside the United States expose us to global risks, such as political instability, terrorist attacks, international hostilities and global public health concerns, which may affect the seaborne transportation industry and adversely affect our business.
Our operations outside the United States expose us to global risks, such as political instability, terrorist attacks, international hostilities. economic sanctions or other trade restrictions, and global public health concerns, which may affect the seaborne transportation industry and adversely affect our business.
Supply growth momentum has slowed significantly in recent years as less and less newbuilding orders have been placed.
Supply growth momentum has slowed significantly in recent years as less and less newbuilding orders have stabilized.
Since 1978, increasing emphasis has been placed on the utilization of market forces in the development of the Chinese economy. Annual and five-year State Plans are adopted by the Chinese government in connection with the development of the economy.
Prior to 1978, the Chinese economy was a “planned economy”. Since 1978, increasing emphasis has been placed on the utilization of market forces in the development of the Chinese economy. Annual and five-year State Plans are adopted by the Chinese government in connection with the development of the economy.
We are incorporated in Bermuda and substantially all of our assets are located outside the United States. In addition, one of our directors is a non-resident of the United States, and all or a substantial portion of such director’s assets are located outside the 58 United States.
In addition, one of our directors is a non-resident of the United States, and all or a substantial portion of such director’s assets are located outside the United States.
Although we believe that we have been in compliance with all applicable sanctions and embargo laws and regulations, and intend to maintain such compliance, there can be no assurance that we will be in compliance in the future, particularly as the scope of certain laws may be unclear and may be subject to changing interpretations.
These sanctions further limit the scope of permissible operations and cargo we may carry. 45 Although we believe that we have been in compliance with all applicable sanctions and embargo laws and regulations, and intend to maintain such compliance, there can be no assurance that we will be in compliance in the future, particularly as the scope of certain laws may be unclear and may be subject to changing interpretations.
Past and future occurrences of such attacks could damage our reputation and our ability to conduct our business, impact our credit and risk exposure decisions, cause us to lose customers or revenues, subject us to litigation and require us to incur significant expense to address and remediate or otherwise resolve these issues, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.
Past and future occurrences of such attacks could damage our reputation and our ability to conduct our business, impact our credit and risk exposure decisions, cause us to lose customers or revenues, subject us to litigation and require us to incur significant expense to address and remediate or otherwise resolve these issues, which could have a material adverse effect on our business, financial condition, results of operations and cash flows. 58 Cyber-attacks could lead to potential unauthorized access and disclosure of confidential information and data loss and corruption.
The potential costs to resolve any claim or other litigation matter, or a combination of these, may have a material adverse effect on us because of potential negative outcomes, the costs associated with asserting our claims or defending such lawsuits, and the diversion of management's attention to these matters.
Although we intend to defend these matters vigorously, we cannot predict with certainty the outcome or effect of any claim or other litigation matter, and the potential costs to resolve any claim or other litigation matter, or a combination of these, may have a material adverse effect on us because of potential negative outcomes, the costs associated with asserting our claims or defending such lawsuits, and the diversion of management's attention to these matters.
Global economic conditions may continue to negatively impact the drybulk shipping industry. Major market disruptions and adverse changes in market conditions and regulatory climate in China, the United States, the European Union and worldwide may adversely affect our business or impair our ability to borrow amounts under credit facilities or any future financial arrangements.
Major market disruptions and adverse changes in market conditions and regulatory climate in Venezuela, China, the United States, the European Union and worldwide may adversely affect our business or impair our ability to borrow amounts under credit facilities or any future financial arrangements.
Although we have arranged insurance to cover certain environmental risks, there can be no assurance that such insurance will be sufficient to cover all such risks or that any claims will not have a material adverse effect on our business, results of operations, cash flows and financial condition and our ability to pay dividends. 46 Regulations relating to ballast water discharge may adversely affect our revenues and profitability.
Although we have arranged insurance to cover certain environmental risks, there can be no assurance that such insurance will be sufficient to cover all such risks or that any claims will not have a material adverse effect on our business, results of operations, cash flows and financial condition and our ability to pay dividends.
If not resolved in a timely and cost-effective manner, industrial action or other labor unrest could prevent or hinder our operations from being carried out normally and could have a material adverse effect on our business, financial condition, results of operations and cash flows, and on our ability to pay dividends.
Potential labor disputes or labor interruption, including work stoppages, strikes and/or work disruptions, if not resolved in a timely and cost-effective manner, may lead to industrial action or other labor unrest that could prevent or hinder our operations from being carried out normally and could have a material adverse effect on our business, financial condition, results of operations and cash flows, and on our ability to pay dividends.
In addition, public health threats, such as highly communicable diseases or viruses, outbreaks of which have from time to time occurred in various parts of the world in which we operate could adversely impact our operations, the timing of completion of scheduled dry-dockings and ballast water treatment system installation projects, as well as the operations of our customers.
In addition, public health threats and highly communicable disease or virus outbreaks in various parts of the world in which we operate, could adversely impact our operations, the timing of completion of scheduled dry-dockings and ballast water treatment system installation projects, as well as the operations of our customers.
Unless we set aside reserves or are able to borrow funds for vessel replacement, we will be unable to replace the vessels in our fleet at the end of their useful lives. 54 We estimate the useful life of our vessels to be 25 or 30 years from the date of initial delivery from the shipyard.
Unless we set aside reserves or are able to borrow funds for vessel replacement, we will be unable to replace the vessels in our fleet at the end of their useful lives. Effective January 1, 2026, the Company revised its estimate of the useful lives of its vessels to 25 years from the date of initial delivery from the shipyard.
The smuggling of drugs or other contraband onto our vessels may lead to governmental claims against us. We expect that our vessels will call in ports in areas where smugglers attempt to hide drugs and other contraband on vessels, with or without the knowledge of crew members.
We expect that our vessels will call in ports in areas where smugglers attempt to hide drugs and other contraband on vessels, with or without the knowledge of crew members.
Our revenues are subject to seasonal fluctuations, which could affect our operating results and our ability to pay dividends, if any, in the future. 43 We operate our drybulk vessels in markets that have historically exhibited seasonal variations in demand and, as a result, in charter and freight rates.
We operate our drybulk vessels in markets that have historically exhibited seasonal variations in demand and, as a result, in charter and freight rates. This seasonality may result in quarter-to-quarter volatility in our operating results, which could affect our ability to pay dividends, if any, in the future.
National Invasive Species Act (“NISA”) are currently in effect to regulate ballast discharge, exchange and installation, the Vessel Incidental Discharge Act (“VIDA”), which was signed into law on December 4, 2018, requires that the EPA develop national standards of performance for approximately 30 discharges, similar to those found in the VGP within two years.
Although the 2013 VGP program and NISA are currently in effect to regulate ballast discharge, exchange and installation, the VIDA, which was signed into law on December 4, 2018, requires that the EPA develop national standards of performance for approximately 30 discharges, similar to those found in the VGP within two years.
If we cannot raise funds on acceptable terms if and when needed, we may not be able to take advantage of future opportunities, grow our business or respond to competitive pressures or unanticipated requirements. Future issuances of our common shares could dilute our shareholders’ interests in our company.
If we cannot raise funds on acceptable terms if and when needed, we may not be able to take advantage of future opportunities, grow our business or respond to competitive pressures or unanticipated requirements.
Factors that influence demand for vessel capacity include: • supply of and demand for energy resources, commodities, semi-finished and finished consumer and industrial products; • changes in the exploration or production of energy resources, commodities, semi-finished and finished consumer and industrial products; • the location of regional and global exploration, production and manufacturing facilities; • the location of consuming regions for energy resources, commodities, semi-finished and finished consumer and industrial products; • the globalization of production and manufacturing; • global and regional economic and political conditions, including armed conflicts, terrorist activities, sanctions, embargoes and strikes; • natural disasters and other disruptions in international trade; • disruptions and developments in international trade; • changes in seaborne and other transportation patterns, including the distance cargo is transported by sea; • environmental and other regulatory developments; 36 • currency exchange rates; • international sanctions, embargoes, import and export restrictions, nationalizations, piracy, terrorist attacks and armed conflicts, including the ongoing Ukrainian-Russian and Israeli-Hamas conflicts; • economic slowdowns caused by public health pandemics; • bunker (fuel) prices; and • weather.
Factors that influence demand for vessel capacity include: • supply of and demand for energy resources, commodities, semi-finished and finished consumer and industrial products; • changes in the exploration or production of energy resources, commodities, semi-finished and finished consumer and industrial products; • the location of regional and global exploration, production and manufacturing facilities; • the location of consuming regions for energy resources, commodities, semi-finished and finished consumer and industrial products; • availability of credit to finance international trade; • the globalization of production and manufacturing; • global and regional economic and political conditions, including armed conflicts, terrorist activities, sanctions, embargoes and strikes; • natural disasters and other disruptions in international trade; 36 • disruptions and developments in international trade; • changes in seaborne and other transportation patterns, including the distance cargo is transported by sea; • changes in government or maritime self-regulatory organizations' rules and regulations or actions taken by regulatory authorities; • environmental and other regulatory developments; • currency exchange rates; • international sanctions, embargoes, strikes, import and export restrictions, nationalizations, piracy, terrorist attacks and armed conflicts, including the ongoing Ukrainian-Russian and Israeli-Hamas conflicts; • developments in international trade, including those relating to the imposition of tariffs; • economic slowdowns, business disruptions, including supply chain issues due to natural, health, or other disasters, or otherwise; • bunker (fuel) prices; and • weather.
For example, the Exchange Act requires that we file annual, quarterly and current reports with respect to our business and financial condition and Sarbanes-Oxley requires that we document and maintain effective disclosure controls and procedures and internal control over financial reporting.
These requirements and rules may place a strain on our systems and resources. For example, the Exchange Act requires that we file annual, quarterly and current reports with respect to our business and financial condition and Sarbanes-Oxley requires that we document and maintain effective disclosure controls and procedures and internal control over financial reporting.
Violation of data protection laws is a criminal offense in some countries, and individuals can be imprisoned or fined. Any violation of these laws or harm to our reputation could have a material adverse effect on our earnings, cash flows and financial condition.
We could also be subject to litigation from persons or corporations allegedly affected by data protection violations. Violation of data protection laws is a criminal offense in some countries, and individuals can be imprisoned or fined. Any violation of these laws or harm to our reputation could have a material adverse effect on our earnings, cash flows and financial condition.
If a vessel fails any annual survey, intermediate survey or special survey, the vessel may be unable to trade between ports and, therefore, would be unemployable, potentially causing a negative impact on our revenues due to the loss of revenues from such vessel until it was able to trade again.
Every vessel must undergo regulatory surveys of its underwater parts every 30 to 60 months. 54 If a vessel fails any annual survey, intermediate survey or special survey, the vessel may be unable to trade between ports and, therefore, would be unemployable, potentially causing a negative impact on our revenues due to the loss of revenues from such vessel until it was able to trade again.
Our operations are subject to numerous laws and regulations in the form of international conventions and treaties, national, state and local laws and national and international regulations in force in the jurisdictions in which our vessels operate or are registered, which can significantly affect the ownership cost and operation of our vessels.
We are subject to complex laws and regulations, including environmental regulations that can adversely affect the cost, manner or feasibility of doing business. 46 Our operations are subject to numerous laws and regulations in the form of international conventions and treaties, national, state and local laws and national and international regulations in force in the jurisdictions in which our vessels operate or are registered, which can significantly affect the ownership cost and operation of our vessels.
We may be subject to litigation, arbitration and other proceedings that could have an adverse effect on our business We may be, from time to time, involved in various litigation matters arising in the ordinary course of business, or otherwise.
We may be subject to litigation, arbitration and other proceedings that could have an adverse effect on our business Though there is no pending litigation against us as of the date of this report we may be, from time to time, involved in various litigation matters arising in the ordinary course of business, or otherwise.
Our business is affected by macroeconomic conditions, including rising inflation, interest rates, market volatility, economic uncertainty, and supply chain constraints.
Our business is affected by macroeconomic conditions, including rising inflation, interest rates, market volatility, economic uncertainty, and supply chain constraints, and global economic conditions may negatively impact drybulk shipping industry.
Sanctions against Russia have also placed significant prohibitions on the maritime transportation of seaborne Russian oil, the importation of certain Russian energy products and other goods, and new investments in the Russian Federation. These sanctions further limit the scope of permissible operations and cargo we may carry.
Sanctions against Russia have also placed significant prohibitions on the maritime transportation of seaborne Russian oil, the importation of certain Russian energy products and other goods, and new investments in the Russian Federation.
We are subject to income and other taxes in the United States and foreign jurisdictions, and our results of operations and financial results may be affected by tax and other initiatives around the world.
Changes in tax laws and unanticipated tax liabilities could materially and adversely affect the taxes we pay, results of operations and financial results. 57 We are subject to income and other taxes in the United States and foreign jurisdictions, and our results of operations and financial results may be affected by tax and other initiatives around the world.
Yemen's Houthi group has claimed responsibility for drone and missile strikes on two vessels near the Cape of Good Hope in southern Africa. These incidents have significantly extended the duration and expenses of voyages from east to west.
According to reports from the U.S. military, three commercial vessels have been targeted in international waters in the southern Red Sea. Yemen's Houthi group has claimed responsibility for drone and missile strikes on two vessels near the Cape of Good Hope in southern Africa. These incidents have significantly extended the duration and expenses of voyages from east to west.
The level of imports to and exports from China may also be adversely affected by changes in political, economic and social conditions (including a slowing of economic growth) or other relevant policies of the Chinese government, such as changes in laws, regulations or export and import restrictions, internal political instability, changes in currency policies, changes in trade policies and territorial or trade disputes.
The level of imports to and exports from China may also be adversely affected by changes in political, economic and social conditions or other relevant policies of the Chinese government, such as changes in laws, regulations or export and import restrictions, internal political instability, changes in currency policies, changes in trade policies and territorial or trade disputes, all of which could adversely affect our business, operating results and financial condition and cash flows.
FFAs may be used to hedge exposure to the changing rates by providing for the purchase or sale of a contracted charter rate along a specified route or combination of routes and over a specified period of time.
FFAs are cash-settled derivative contracts based on future freight delivery rates and other derivative instruments. FFAs may be used to hedge exposure to the changing rates by providing for the purchase or sale of a contracted charter rate along a specified route or combination of routes and over a specified period of time.
For the year ended December 31, 2024, one customer accounted for more than 10% of total revenue and all of our top ten customers, representing 47% of total revenue, are repeat customers.
For the year ended December 31, 2025, although no single customer accounted for more than 10% of total revenue, all of our top ten customers, representing 35% of total revenue, are repeat customers.
The factors that influence the supply of vessel capacity include: • the number and size of newbuilding orders and deliveries; • port and canal congestion, including as the result of restrictions or reductions in the capacity of the Panama and Suez Canals due to environmental or geopolitical factors, • bunker prices; • the scrapping rate of older vessels; • vessel casualties; • speed of vessels being operated; • the number of vessels that are out of service, namely those that are laid-up, dry-docked, awaiting repairs or otherwise not available for hire; • availability of financing for new vessels; • changes in national or international regulations that may effectively cause reductions in the carrying capacity of vessels or early obsolescence of tonnage; and • changes in environmental and other regulations that may limit the useful lives of vessels or requires technological developments not yet perfected for commercialization.
The factors that influence the supply of vessel capacity include: • the number and size of newbuilding orders and deliveries, including slippage in deliveries; • the number of shipyards and ability of shipyards to deliver vessels; • port and canal congestion, including as the result of restrictions or reductions in the capacity of the Panama and Suez Canals due to environmental or geopolitical factors, • bunker prices; • the scrapping rate of older vessels; • vessel casualties; • speed of vessels being operated; • technological advances in vessel design and capacity; • the number of vessels that are out of service, namely those that are laid-up, dry-docked, awaiting repairs or otherwise not available for hire; • availability of financing for new vessels; • the price of steel and vessel equipment; • national or international regulations that may effectively cause reductions in the carrying capacity of vessels or early obsolescence of tonnage; • the imposition of expansion of sanctions; • business disruptions, including supply chain disruptions, those related to the imposition of tariffs and congestion, and those related to natural or other disasters, and disruption of shipping routes due to accidents, political events or armed conflicts; • product imbalances (affecting level of trading activity) and developments in international trade; • changes in national or international regulations that may effectively cause reductions in the carrying capacity of vessels or early obsolescence of tonnage; and • changes in environmental and other regulations that may limit the useful lives of vessels or requires technological developments not yet perfected for commercialization.
The stock market in recent years has experienced significant price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of companies like us. These broad market factors may materially reduce the market price of our common shares, regardless of our operating performance.
Volatility in the market price and trading volume of our common shares could adversely impact the trading price of our common shares. 59 The stock market in recent years has experienced significant price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of companies like us.
Although we would be entitled to compensation in the event of a requisition of one or more of our vessels, the amount and timing of payment would be uncertain. Government requisition of one or more of our vessels may negatively impact our revenues and reduce the amount of dividends, if any, in the future.
Although we would be entitled to compensation in the event of a requisition of one or more of our vessels, the amount and timing of payment would be uncertain.
These factors influencing the supply of and demand for shipping capacity are outside of our control, and we may not be able to correctly assess the nature, timing and degree of changes in industry conditions. 37 We anticipate that the future demand for our drybulk carriers and our logistics services will be dependent upon economic growth in world economies and its associated industrial production, seasonal and regional changes in demand, changes in the capacity of the global drybulk carrier fleet and the sources and supply of drybulk cargoes to be transported by sea.
We anticipate that the future demand for our drybulk carriers and our logistics services will be dependent upon economic growth in world economies and its associated industrial production, seasonal and regional changes in demand, changes in the capacity of the global drybulk carrier fleet and the sources and supply of drybulk cargoes to be transported by sea.
Furthermore, the United States, in conjunction with the G7, have implemented a Russian petroleum “price cap policy” which prohibits a variety of specified services related to the maritime transport of Russian Federation origin crude oil and petroleum products, including trading/commodities brokering, financing, shipping, insurance (including reinsurance and protection and indemnity), flagging, and customs brokering.
Increased restrictions on these sectors, or the expansion of sanctions to new sectors, may pose additional risks that could adversely affect our business and operations. 42 Furthermore, the United States, in conjunction with the G7, have implemented a Russian petroleum “price cap policy” which prohibits a variety of specified services related to the maritime transport of Russian Federation origin crude oil and petroleum products, including trading/commodities brokering, financing, shipping, insurance (including reinsurance and protection and indemnity), flagging, and customs brokering.
Changes to inspection procedures could also impose additional costs and obligations on our customers and may, in certain cases, render the shipment of certain types of cargo uneconomical or impractical. Any such changes or developments may have a material adverse effect on our business, financial condition and results of operations.
Changes to inspection procedures could also impose additional costs and obligations on our customers and may, in certain cases, render the shipment of certain types of cargo uneconomical or impractical.
Expanding our fleet, including through acquisitions like SSI, may increase responsibilities for management and staff. We cannot guarantee successful execution of our growth plans without incurring significant expenses and losses. Investment in forward freight agreements and other derivative instruments could result in losses.
Expanding our fleet, may increase responsibilities for management and staff. We cannot guarantee successful execution of our growth plans without incurring significant expenses and losses. Investment in forward freight agreements and other derivative instruments could result in losses. We manage our market exposure using forward freight agreements, or FFAs, and other derivative instruments, such as bunker hedging contracts.
Risks associated with operating ocean-going vessels could affect our business and reputation, which could adversely affect our revenues and the price of our common shares. The operation of ocean-going vessels carries inherent risks.
This seasonality may adversely affect our operating results and our ability to pay dividends, if any, in the future. Risks associated with operating ocean-going vessels could affect our business and reputation, which could adversely affect our revenues and the price of our common shares. The operation of ocean-going vessels carries inherent risks.
If one or more of our significant customers is unable to perform under one or more charters or COAs and we are not able to find a replacement charter or COA; or if a customer exercises certain rights to terminate the charter or COA, we could suffer a loss of revenues that could materially adversely affect our business, financial condition, results of operations and cash available for distribution as dividends to our shareholders.
If one or more of our significant customers is unable to perform under one or more charters or COAs and we are not able to find a replacement charter or COA; or if a customer exercises certain rights to terminate the charter or COA, we could suffer a loss of revenues that could materially adversely affect our business, financial condition, results of operations and cash available for distribution as dividends to our shareholders. 50 We could lose a customer or the benefits of a charter or COA if, among other things: • the customer fails to make charter payments because of its financial inability, disagreements with us or otherwise; or • the customer terminates the charter because we do not perform in accordance with such charter and do not cure such failures within a specified period.
We carry insurance to protect us against most of the accident-related risks involved in the conduct of our business, including marine hull and machinery insurance, protection and indemnity insurance, which include pollution risks, crew insurance and war risks insurance.
Our insurance may not be adequate to cover our losses that may result from our operations due to the inherent operational risks of the seaborne transportation industry. 49 We carry insurance to protect us against most of the accident-related risks involved in the conduct of our business, including marine hull and machinery insurance, protection and indemnity insurance, which include pollution risks, crew insurance and war risks insurance.
Expenses incurred in foreign currencies increase when the value of the U.S. dollar falls, which would reduce our profitability. Our operating results could suffer as a result.
This difference could lead to fluctuations in our revenues and vessel operating expenses, which would affect our financial results. Expenses incurred in foreign currencies increase when the value of the U.S. dollar falls, which would reduce our profitability. Our operating results could suffer as a result. Historically, our revenue has been generated in U.S.
Claimants could attempt to assert “sister ship” liability against a vessel in our fleet for claims relating to another of our vessels. Governments could requisition our vessels during a period of war or emergency, resulting in a loss of earnings. A government could requisition one or more of our vessels for title or for hire.
Governments could requisition our vessels during a period of war or emergency, resulting in a loss of earnings. A government could requisition one or more of our vessels for title or for hire.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeOur Board of Directors administers its cybersecurity risk oversight function directly as a whole as well as through our Audit Committee. Our Board and our Audit Committee receive updates from time to time from our management as appropriate on cybersecurity.
Biggest changeITEM 1C. CYBERSECURITY 1. Board and Audit Committee Oversight Our Board of Directors oversees our risk management process, including risks from cybersecurity threats. The Board administers its cybersecurity risk oversight function directly and through the Audit Committee.
Our Global IT Director has 20 years of experience in the design, implementation, and support of information technology infrastructures. Network and information systems and other technologies play an important role in our business activities. We also obtain certain confidential, proprietary and personal information about our charterers, personnel, and vendors.
Management regularly evaluates cybersecurity risks and reports significant findings to senior management and the Board of Directors. Network and information systems and other technologies play an important role in our business activities. We also obtain certain confidential, proprietary and personal information about our charterers, personnel, and vendors.
Our hardware and software systems are equipped with technology intended to offer access and intrusion protection, software and communications systems protections, and mitigate cybersecurity threats. We have established policies and processes for assessing, identifying, and managing material risk from cybersecurity threats, and have integrated these processes into our overall risk management systems and processes.
Our hardware and software systems are equipped with technology intended to offer access and intrusion protection, software and communications systems protections, and mitigate cybersecurity threats. 2. Incident Response and Materiality Assessment We maintain a formal incident response plan that outlines procedures for detecting, containing, investigating, and remediating cybersecurity incidents.
Our Chief Financial Officer and our Information Technology department are primarily responsible to assess and manage material risks from cybersecurity threats and oversee key cybersecurity policies and processes. They are informed about policies and processes to monitor the prevention, detection, mitigation, and remediation of cybersecurity incidents.
Our Chief Financial Officer and Information Technology department are primarily responsible for assessing and managing material risks from cybersecurity threats and overseeing key cybersecurity policies and processes. Our Global IT Director leads the day-to-day management of cybersecurity risk and has over 20 years of experience in the design, implementation, and support of information technology infrastructure and security systems.
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ITEM 1C. CYBERSECURITY Our Board of Directors oversees our risk management process, including risks from cybersecurity threats. Our Board of Directors reviews strategic risk exposure, and members of our management are responsible for addressing the material risks we face on a day-to-day basis.
Added
The Board and Audit Committee receive quarterly updates from management, including reports from our Global IT Director, regarding cybersecurity risks, mitigation efforts, and any significant incidents or vulnerabilities identified. These updates include assessments of the effectiveness of our cybersecurity controls and recommendations for improvements.
Removed
We routinely assess material risks from cybersecurity threats, including any potential unauthorized occurrence on or conducted through our information systems that may result in adverse effects on the confidentiality, integrity, or availability of our information systems or any information maintained in them. We utilize industry standard software packages such as RSA and Cisco Firepower to secure our networks.
Added
This plan includes escalation protocols to senior management and the Board, as appropriate. We assess the materiality of any cybersecurity incident based on its potential impact on our operations, financial condition, and reputation, in accordance with SEC guidance. To date, no cybersecurity incidents have had a material impact on the Company’s business, operations, or financial results. 61 3.
Removed
We conduct regular risk assessments to identify cybersecurity threats. These risk assessments include identifying reasonably foreseeable potential internal and external risks, the likelihood of occurrence and any potential damage that could result from such risks, and the sufficiency of existing policies, procedures, systems, controls, and other safeguards in place to manage such risks.
Added
Risk Management Processes We utilize industry standard software packages such as RSA and Cisco Firepower to secure our networks. We also hold online cybersecurity training for our employees. Our cybersecurity risk management processes are integrated into our enterprise risk management framework and include regular risk assessments, vulnerability scans, and penetration testing.
Removed
As part of our risk management process, we may engage third party experts to help identify and assess risks from cybersecurity threats. 59 For example, we perform penetration tests, data recovery testing, security audits and risk assessments throughout the year. We hold online cybersecurity training for our employees.
Added
We prioritize risks based on their likelihood and potential impact, and implement mitigation strategies accordingly. Management reviews the results of these assessments and reports significant findings and remediation actions to the Board and Audit Committee. 4.
Removed
Our risk management process also encompasses cybersecurity risks associated with our use of third-party service providers. Following these risk assessments, we design, implement, and maintain safeguards intended to minimize the identified risks; address any identified gaps in existing safeguards; update existing safeguards as necessary; and monitor the effectiveness of our safeguards.
Added
Third-Party Risk Management We evaluate cybersecurity risks associated with third-party service providers through initial and ongoing security assessments, contractual requirements for data protection, and continuous monitoring of their cybersecurity practices. Any significant risks or incidents involving third-party providers are promptly reported to management and, if material, to the Board and Audit Committee. 5.
Removed
While we develop and maintain protocols, controls, and systems, that seek to prevent cybersecurity incidents from occurring, we must constantly monitor and update these protocols, controls, and systems in the face of sophisticated and rapidly evolving attempts to overcome them.
Added
Reference to Risk Factors For a more detailed discussion of risks related to cybersecurity threats, including potential impacts and mitigation strategies, please refer to Item 1A, ‘Risk Factors.
Removed
The occurrence of cybersecurity incidents could cause a variety of material adverse impacts on our business, although no such incident has had any such impact to date.
Removed
For additional information regarding whether any risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, have materially affected or are reasonably likely to materially affect our company, including our business strategy, results of operations, or financial condition, please refer to Item 1A, “Risk Factors,” in this report, including the risk factor entitled “Security breaches and other disruptions to our information technology infrastructure could interfere with our operations and expose us to liability.” and Item 1, “Business – Environmental and Other Regulations - Safety Management System Requirements” in this report.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeThe Company leases office space in Copenhagen, Athens, Singapore, Port Everglades, FL, and Connecticut.
Biggest changeThe Company leases office space in Copenhagen, Athens, Singapore, Port Everglades, FL, and Southport, CT.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeMINE SAFETY DISCLOSURES Not applicable. 60 PART II
Biggest changeMINE SAFETY DISCLOSURES Not applicable. 62 PART II

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeITEM 4. MINE SAFETY DISCLOSURES 60 PART II 61 ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES 61 ITEM 6. SELECTED FINANCIAL DATA 61 ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 62
Biggest changeITEM 4. MINE SAFETY DISCLOSURES 62 PART II 63 ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES 63 ITEM 6. SELECTED FINANCIAL DATA 64 ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 65 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 75 ITEM 8.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeIn addition, since we are a holding company with no material assets other than the shares of our subsidiaries through which we conduct our operations, our ability to pay dividends will depend on our subsidiaries’ distributing to us their earnings and cash flows.
Biggest changeBecause the Company is a holding company with no material assets other than the shares of its subsidiaries, its ability to pay dividends depends on its subsidiaries’ ability to distribute earnings and cash flows to the Company. As of December 31, 2025, none of the Company’s subsidiaries were subject to restrictions on the payment of cash dividends to the Company.
We cannot assure you that we will be able to pay regular quarterly dividends, and our ability to pay dividends will be subject to the limitations set forth above and in the section of this Form 10-K titled “Risk Factors.” The Company has dividends payable of $1.2 million at December 31, 2024.
We cannot assure you that we will be able to pay regular quarterly dividends, and our ability to pay dividends will be subject to the limitations set forth above and in the section of this Form 10-K titled “Risk Factors.” The Company has dividends payable of $1.2 million at December 31, 2025.
On February 13, 2025, the Company's Board of Directors declared a quarterly cash dividend of $0.10 per common share, to be paid on March 13, 2025, to all shareholders of record as of February 28, 2025.
On February 5, 2026, the Company's Board of Directors declared a quarterly cash dividend of $0.05 per common share, to be paid on March 13, 2026, to all shareholders of record as of February 27, 2026.
This number of holders of record also does not include stockholders whose shares may be held in trust by other entities. Dividends Under our By-laws, our board of directors may declare dividends or distributions out of contributed surplus and may also pay interim dividends to be paid in cash, shares of the Company’s stock or any combination thereof.
Dividends Under our By-laws, our board of directors may declare dividends or distributions out of contributed surplus and may also pay interim dividends to be paid in cash, shares of the Company’s stock or any combination thereof. Our board of directors’ objective is to generate competitive returns for our shareholders.
The Company paid a quarterly cash dividend ranging from $0.035 to $0.10 per common share commencing in May 2019.
Accordingly, no such restrictions applied. During the years ended December 31, 2025 and 2024, the Company paid a quarterly cash dividend ranging from $0.05 to $0.10 per common share.
Removed
Holders of Record As of the close of business on March 13, 2025, there were approximately 15 stockholders of record of our common stock. The actual number of stockholders is greater than this number of record holders, and includes stockholders who are beneficial owners, but whose shares are held in street name by brokers and other nominees.
Added
Holders of Record As of March 13, 2026, there were approximately 13 stockholders of record of our common stock, which included Cede & Co. (which acts as nominee shareholder for the Depository Trust Company).
Removed
Our board of directors’ objective is to generate competitive returns for our shareholders.
Added
Use of Proceeds Not applicable Purchases of Equity Securities by Issuer and Affiliates On May 8, 2025, the Company’s Board of Directors authorized a share repurchase program of up to $15.0 million of the Company’s common stock, representing approximately 5.6% of its market capitalization as of that date.
Removed
Use of Proceeds Not applicable Purchases of Equity Securities by Issuer and Affiliates Not applicable Securities Authorized for Issuance Under Equity Compensation Plan See Part III, Item 12 for information regarding securities authorized for issuance under our equity compensation plan.
Added
The program does not obligate the Company to repurchase any specific number of shares and may be modified, suspended, or terminated at any time. The share repurchase program was publicly announced in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, filed on May 12, 2025.
Added
During the fiscal year 2025, the Company repurchased 603,631 shares under the program at an average price of $4.94 per share for a total cost of approximately $3.0 million. All repurchased shares were retired upon acquisition.
Added
As of December 31, 2025, approximately $12.0 million remained available for future repurchases under the program. 63 Shares repurchased pursuant to the common share repurchase program during the twelve months ended December 31, 2025 were as follows: Twelve Months Ended December 31, 2025 Total Number of Shares Purchased Average price paid per share of common stock Total number of shares purchased as part of publicly announced plans Dollar value of remaining authorized repurchase First quarter — $ — $ 15,000 Second quarter 202,882 $ 4.93 202,882.00 13,993 Third quarter 200,518 $ 4.96 200,518.00 13,009 October 200,231 $ 4.93 200,231.00 12,001 November — $ — — 12,001 December — $ — — 12,001 Year-to-date 603,631 $ 4.94 603,631 12,001 Securities Authorized for Issuance Under Equity Compensation Plan See Part III, Item 12 for information regarding securities authorized for issuance under our equity compensation plan.

Item 7. Management's Discussion & Analysis

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

53 edited+49 added−54 removed7 unchanged
Biggest changeTCE rate is a common shipping industry performance measure used primarily to compare daily earnings generated by vessels on time charters with daily earnings generated by vessels on voyage charters, because rates for vessels on voyage charters are generally not expressed in per-day amounts while rates for vessels on time charters generally are expressed in per-day amounts. 65 Selected Financial Data (in thousands, except shipping days data) December 31, 2024 December 31, 2023 Selected Data from the Consolidated Statements of Income Voyage revenue $ 494,107 $ 468,581 Charter revenue 30,326 23,716 Terminal & stevedore revenue 12,103 6,971 Total revenue 536,536 499,268 Voyage expense 237,479 227,435 Charter hire expense 130,764 111,034 Vessel operating expenses 55,544 55,784 Terminal Expenses 9,299 5,809 Total cost of transportation and service revenue 433,085 400,061 Transportation and service depreciation and amortization 30,266 29,960 Gross Profit 73,185 69,247 Other operating expenses 24,736 22,891 Loss on sale of vessels — 1,739 Income from operations 48,449 44,617 Total other expense, net (16,679) (16,079) Net income 31,769 28,538 Income attributable to noncontrolling interests (2,866) (2,214) Net income attributable to Pangaea Logistics Solutions Ltd. $ 28,903 $ 26,322 Net income from continuing operations per common share information Basic income per share $ 0.64 $ 0.59 Diluted income per share $ 0.63 $ 0.58 Weighted-average common shares Outstanding - basic 45,392 44,774 Weighted-average common shares Outstanding - diluted 46,046 45,475 Cash dividends declared per share $ 0.40 $ 0.40 Adjusted EBITDA (1) 83,040 79,724 Shipping Days (2) Voyage days 15,669 14,922 Time charter days 1,738 1,789 Total shipping days 17,407 16,711 TCE Rates ($/day) $ 16,485 $ 15,849 Selected Data from the Consolidated Balance Sheets Cash and cash equivalents $ 86,805 $ 99,038 Total assets $ 936,457 $ 705,180 Total secured debt, financing obligations, and finance leases $ 397,372 $ 264,435 Total shareholders' equity $ 474,664 $ 370,196 Selected Data from the Consolidated Statements of Cash Flows Net cash provided by operating activities $ 65,691 $ 53,787 Net cash used in investing activities $ (67,694) $ (15,982) Net cash used in by financing activities $ (10,230) $ (67,152) Amounts in the table above have been calculated based on unrounded numbers.
Biggest changeThe selected consolidated financial data has been derived from the Company’s audited consolidated financial statements. 68 December 31, 2025 December 31, 2024 Selected Data from the Consolidated Statements of Income Voyage revenue $ 577,547 $ 494,107 Charter revenue 39,258 30,326 Terminal & stevedore revenue 15,236 12,103 Total revenue 632,041 536,536 Voyage expense 283,679 237,479 Charter hire expense 129,735 130,764 Vessel operating expenses 94,948 55,544 Terminal & stevedore expenses 12,189 9,299 Total cost of transportation and service revenue 520,551 433,085 Transportation and service depreciation and amortization 42,336 30,266 Gross Profit 69,154 73,185 Other operating expenses 31,210 24,736 Gain on sale of vessels (3,000) — Income from operations 40,944 48,449 Total other expense, net (20,777) (16,679) Net income 20,167 31,769 Income attributable to noncontrolling interests (798) (2,866) Net income attributable to Pangaea Logistics Solutions Ltd. $ 19,369 $ 28,903 Net income per common share information Basic income per share $ 0.30 $ 0.64 Diluted income per share $ 0.30 $ 0.63 Weighted-average common shares Outstanding - basic 63,802,958 45,391,855 Weighted-average common shares Outstanding - diluted 64,703,473 46,046,044 Cash dividends declared per share $ 0.25 $ 0.40 Selected Data from the Consolidated Balance Sheets Cash, cash equivalents and restricted cash $ 103,324 $ 86,805 Total assets $ 928,096 $ 936,457 Total secured debt, financing obligations, and finance leases $ 372,208 $ 397,372 Total shareholders' equity $ 474,736 $ 474,664 Selected Data from the Consolidated Statements of Cash Flows Net cash provided by operating activities $ 53,726 $ 65,691 Net cash provided by (used in) investing activities $ 11,411 $ (67,694) Net cash used in by financing activities $ (48,619) $ (10,230) Key Operating Metrics 2 2025 2024 Voyage days 20,322 15,669 Time charter days 3,007 1,738 Total shipping days (1) 23,329 17,407 TCE Rate ($/day) (2) $ 14,279 $ 16,485 (1) Shipping days are defined as the aggregate number of days in a period during which its owned or chartered-in vessels are performing either a voyage charter (voyage days) or time charter (time charter days).
Technical management services include day-to-day vessel operations, performing general vessel maintenance, ensuring regulatory and classification society compliance, arranging the hire of crew, and purchasing stores, supplies, and spare parts. 64 Terminal & Stevedore Expenses . Terminal & Stevedore expenses represent the cost to provide the Company's cargo handling services.
Technical management services include day-to-day vessel operations, performing general vessel maintenance, ensuring regulatory and classification society compliance, arranging the hire of crew, and purchasing stores, supplies, and spare parts. Terminal & Stevedore Expenses . Terminal & Stevedore expenses represent the cost to provide the Company's cargo handling services.
For further details, refer to Note 7, Margin Account, Derivatives, and Fair Value Measures , in the consolidated financial statements. 69 Liquidity and Capital Resources Liquidity and Cash Needs The Company has historically financed its capital requirements with cash flow from operations, the issuance of common stock, proceeds from non-controlling interests, and proceeds from long-term debt, financing obligations and finance leases.
For further details, refer to Note 7, Margin Account, Derivatives, and Fair Value Measures , in the consolidated financial statements. 72 Liquidity and Capital Resources Liquidity and Cash Needs The Company has historically financed its capital requirements with cash flow from operations, the issuance of common stock, proceeds from non-controlling interests, and proceeds from long-term debt, financing obligations and finance leases.
The Company provides ocean transportation services to clients utilizing an ocean-going fleet of motor vessels ("m/v") in the Handysize, Handymax, Supramax, Ultramax and Panamax and Post-Panamax segments. At any time, this fleet may be comprised of a total of 45-60 vessels that are owned or chartered-in on a short-term basis.
The Company provides ocean transportation services to clients utilizing an ocean-going fleet of motor vessels ("m/v") in the Handysize, Handymax, Supramax, Ultramax, Panamax and Post-Panamax segments. At any time, this fleet may be comprised of a total of 60-75 vessels that are owned or chartered-in on a short-term basis.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS General The following discussion should be read in conjunction with our consolidated financial statements and footnotes thereto contained in this report. The MD&A generally discusses 2024 and 2023 items and year-to-year comparisons between 2024 and 2023.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS General The following discussion should be read in conjunction with our consolidated financial statements and footnotes thereto contained in this report. The MD&A generally discusses 2025 and 2024 items and year-to-year comparisons between 2025 and 2024.
Discussions of 2022 items and year-to-year comparisons between 2023 and 2022 that are not included in this Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed with the SEC on March 14, 2024.
Discussions of 2023 items and year-to-year comparisons between 2024 and 2023 that are not included in this Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed with the SEC on March 18, 2025.
Vessel operating expenses represent the cost to operate the Company’s owned vessels. Vessel operating expenses include crew hire and related costs, the cost of insurance, expenses relating to repairs and maintenance, the cost of spares and consumable stores, tonnage taxes, other miscellaneous expenses, and technical management fees. These expenses are recognized as incurred.
Vessel operating expenses include crew hire and related costs, the cost of insurance, expenses relating to repairs and maintenance, the cost of spares and consumable stores, tonnage taxes, other miscellaneous expenses, and technical management fees. These expenses are recognized as incurred.
In addition to vessel acquisitions that the Company may undertake in future periods, its other major capital expenditures include funding its program of regularly scheduled drydockings necessary to make improvements to its vessels, as well as to comply with international shipping standards and environmental laws and regulations.
In addition to vessel acquisitions that the Company may undertake in future periods, its other major capital expenditures include funding its program of regularly scheduled drydockings necessary to maintain and improve its vessels and to comply with international shipping standards and environmental laws and regulations.
Revenue is not earned when vessels are offhire. Terminal & Stevedore Revenue: Terminal & Stevedore revenue is derived from inbound and outbound cargo handling services at ports which the Company operates in. Gross revenue is earned typically based on a per-unit rate for volumes handled.
Terminal & Stevedore revenue is derived from inbound and outbound cargo handling services at ports which the Company operates in. Gross revenue is earned typically based on a per-unit rate for volumes handled. 67 Voyage Expenses.
Depreciation and Amortization We depreciate our vessels on a straight-line basis over their expected useful life, which ranges from 25 to 30 years from the date of initial delivery from the shipyard to the original owner. Depreciation is calculated based on the vessel's cost, less its estimated residual value.
Depreciation and Amortization: The Company depreciates its vessels on a straight-line basis over their estimated useful lives, which range from 25 to 30 years from the date of initial delivery from the shipyard to the original owner. Depreciation is calculated based on the vessel’s cost less its estimated residual value.
Pearl November 2017 Deck Barge 1979 3,833 1,597 Total $ 856,061 $ 732,325 Borrowing Activities As of December 31, 2024 and 2023 the Company’s borrowing activities primarily consisted of: • Long-term secured debt, refer to "Note 9, Secured long-term debt" for detail information • Financing obligations, refer to "Note 9, Secured long-term debt" for detail information • Finance leases, refer to "Note 10, Finance leases" for detail information Related Party Transactions Refer to "Note 8, Related party transactions" Off-Balance Sheet Arrangements We do not have any off-balance sheet arrangements as of December 31, 2024 or 2023.
Borrowing Activities As of December 31, 2025 and 2024 the Company’s borrowing activities primarily consisted of: • Long-term secured debt, refer to "Note 9, Secured long-term debt" for detail information • Financing obligations, refer to "Note 9, Secured long-term debt" for detail information • Finance leases, refer to "Note 10, Finance leases" for detail information Related Party Transactions Refer to "Note 8, Related party transactions" Off-Balance Sheet Arrangements We do not have any off-balance sheet arrangements as of December 31, 2025 or 2024.
No vessel sale gains or losses were recorded in 2024. Unrealized (Loss) Gain on Derivative Instruments The Company evaluates risks related to fluctuating future freight rates and bunker prices and, when appropriate, actively hedges identified economic risks that may impact the operating income of long-term cargo contracts through forward freight agreements or bunker swaps.
Unrealized (Loss) Gain on Derivative Instruments: The Company evaluates risks related to fluctuating future freight rates and bunker prices and, when appropriate, actively hedges identified economic risks that may impact the operating income of long-term cargo contracts through forward freight agreements or bunker swaps. The use of these derivatives may result in period-to-period fluctuations in the Company's reported operating results.
For the twelve months ended December 31, 2024, the Company operated on average a total fleet of 48 vessels. At December 31, 2024, 41 vessels were wholly-owned or partially-owned through joint ventures, following the acquisition of 15 Handysize vessels on December 30, 2024.
For the twelve months ended December 31, 2025 , the Company operated on average a total fleet of 64 vessels. At December 31, 2025 , 39 vessels were wholly-owned or partially-owned through joint ventures.
The table set forth below indicates the purchase price of the Company’s vessels and the net carrying amount of each vessel as of December 31, 2024. 62 (In thousands of U.S. dollars) Vessel Name Date Acquired Size Year Build Purchase Price Net Carrying Amount m/v Bulk Endurance January 2017 Ultramax 1C 2017 $ 28,000 $ 20,616 m/v Bulk Destiny January 2017 Ultramax 1C 2017 24,000 17,729 m/v Bulk Prudence June 2023 Ultramax 2014 26,650 26,744 m/v Bulk Courageous April 2021 Ultramax 2013 16,798 16,028 m/v Nordic Oasis January 2016 Panamax 1A 2016 32,600 23,436 m/v Nordic Olympic February 2015 Panamax 1A 2015 32,600 22,089 m/v Nordic Odin February 2015 Panamax 1A 2015 32,625 21,980 m/v Nordic Oshima September 2014 Panamax 1A 2014 33,709 23,106 m/v Nordic Orion April 2012 Panamax 1A 2011 32,363 18,144 m/v Nordic Odyssey April 2012 Panamax 1A 2010 32,691 17,181 m/v Bulk Valor June 2021 Supramax 2013 18,182 15,726 m/v Bulk Friendship September 2019 Supramax 2011 14,447 11,957 m/v Bulk Sachuest October 2022 Supramax 2010 17,364 15,678 m/v Bulk Brenton July 2024 Supramax 2016 28,762 28,256 m/v Bulk Patience August 2024 Supramax 2016 28,663 28,240 m/v Bulk Independence May 2019 Supramax 2008 14,393 12,622 m/v Bulk Pride December 2017 Supramax 2008 14,023 10,678 m/v Bulk Freedom June 2017 Supramax 2005 9,016 7,326 m/v Bulk Spirit February 2019 Supramax 2009 13,000 11,961 m/v Bulk Xaymaca August 2018 Panamax 2006 14,010 11,042 m/v Bulk Concord February 2022 Panamax 2009 19,900 18,511 m/v Bulk Promise July 2021 Panamax 2013 18,633 16,344 m/v Nordic Nuluujaak May 2021 Post Panamax 1A 2021 38,424 34,667 m/v Nordic Qinngua June 2021 Post Panamax 1A 2021 38,471 34,655 m/v Nordic Sanngijuq September 2021 Post Panamax 1A 2021 37,920 34,291 m/v Nordic Siku November 2021 Post Panamax 1A 2021 37,935 34,672 m/v Strategic Fortitude December 2024 Handysize 2016 16,874 16,874 m/v Strategic Resolve December 2024 Handysize 2015 14,606 14,606 m/v Strategic Explorer December 2024 Handysize 2015 14,606 14,606 m/v Strategic Entity December 2024 Handysize 2015 14,606 14,606 m/v Strategic Synergy December 2024 Handysize 2014 14,062 14,062 m/v Strategic Alliance December 2024 Handysize 2014 14,062 14,062 m/v Strategic Unity December 2024 Handysize 2014 14,062 14,062 m/v Strategic Harmony December 2024 Handysize 2014 14,062 14,062 m/v Strategic Equity December 2024 Handysize 2014 14,062 14,062 m/v Strategic Venture December 2024 Handysize 2014 14,062 14,062 m/v Strategic Savannah December 2024 Handysize 2013 11,431 11,431 m/v Strategic Spirit December 2024 Handysize 2012 11,068 11,068 m/v Strategic Vision December 2024 Handysize 2012 11,068 11,068 m/v Strategic Tenacity December 2024 Handysize 2012 10,705 10,705 m/v Strategic Endeavor December 2024 Handysize 2010 7,711 7,711 Miss Nora G.
The table set forth below indicates the purchase price of the Company’s vessels and the net carrying amount of each vessel as of December 31, 2025. 65 (In thousands of U.S. dollars) Vessel Name Date Acquired Size Year Build Purchase Price Net Carrying Amount m/v Bulk Endurance January 2017 Ultramax 1C 2017 $ 28,000 $ 19,417 m/v Bulk Destiny January 2017 Ultramax 1C 2017 24,000 16,740 m/v Bulk Prudence June 2023 Ultramax 2014 26,650 25,478 m/v Bulk Courageous April 2021 Ultramax 2013 16,798 15,347 m/v Nordic Oasis January 2016 Panamax 1A 2016 32,600 23,851 m/v Nordic Olympic February 2015 Panamax 1A 2015 32,600 22,436 m/v Nordic Odin February 2015 Panamax 1A 2015 32,625 22,593 m/v Nordic Oshima September 2014 Panamax 1A 2014 33,709 21,599 m/v Nordic Orion April 2012 Panamax 1A 2011 32,363 16,652 m/v Nordic Odyssey April 2012 Panamax 1A 2010 32,691 16,768 m/v Bulk Valor June 2021 Supramax 2013 18,182 16,695 m/v Bulk Friendship September 2019 Supramax 2011 14,447 11,087 m/v Bulk Sachuest October 2022 Supramax 2010 17,364 15,401 m/v Bulk Brenton July 2024 Supramax 2016 28,762 27,079 m/v Bulk Patience August 2024 Supramax 2016 28,663 27,066 m/v Bulk Independence May 2019 Supramax 2008 14,393 11,756 m/v Bulk Pride December 2017 Supramax 2008 14,023 10,698 m/v Bulk Spirit February 2019 Supramax 2009 13,000 10,682 m/v Bulk Xaymaca August 2018 Panamax 2006 14,010 10,127 m/v Bulk Concord February 2022 Panamax 2009 19,900 16,739 m/v Bulk Promise July 2021 Panamax 2013 18,633 17,234 m/v Nordic Nuluujaak May 2021 Post Panamax 1A 2021 38,424 33,298 m/v Nordic Qinngua June 2021 Post Panamax 1A 2021 38,471 33,305 m/v Nordic Sanngijuq September 2021 Post Panamax 1A 2021 37,920 32,973 m/v Nordic Siku November 2021 Post Panamax 1A 2021 37,935 33,349 m/v Strategic Fortitude December 2024 Handysize 2016 16,874 17,406 m/v Strategic Resolve December 2024 Handysize 2015 14,606 14,929 m/v Strategic Explorer December 2024 Handysize 2015 14,606 14,646 m/v Strategic Entity December 2024 Handysize 2015 14,606 15,060 m/v Strategic Synergy December 2024 Handysize 2014 14,062 13,501 m/v Strategic Alliance December 2024 Handysize 2014 14,062 13,501 m/v Strategic Unity December 2024 Handysize 2014 14,062 13,502 m/v Strategic Harmony December 2024 Handysize 2014 14,062 13,501 m/v Strategic Equity December 2024 Handysize 2014 14,062 13,501 m/v Strategic Venture December 2024 Handysize 2014 14,062 13,502 m/v Strategic Savannah December 2024 Handysize 2013 11,431 10,984 m/v Strategic Spirit December 2024 Handysize 2012 11,068 11,401 m/v Strategic Vision December 2024 Handysize 2012 11,068 10,591 m/v Strategic Tenacity December 2024 Handysize 2012 10,705 10,247 Miss Nora G.
Terminal & Stevedore Expenses Terminal and stevedore expenses increased to $9.3 million for the twelve months ended December 31, 2024, up from $5.8 million for the same period in 2023. This increase was primarily driven by the acquisition of port operations in June 2023, resulting in a full year of operational contributions in 2024.
Terminal & Stevedore Expenses: Terminal and stevedore expenses increased to $12.2 million for the twelve months ended December 31, 2025, up from $9.3 million for the same period in 2024. This increase was primarily driven by the addition of 2 new port operations in the current year.
As a result, the Company may be unable to pursue opportunities to expand its business. At December 31, 2024 and 2023, the Company had working capital of $82.9 million and $86.5 million, respectively. The decrease in working capital was primarily driven by the increase in bunker inventory, partially offset by a rise in accounts payable.
As a result, the Company may be unable to pursue opportunities to expand its business. At December 31, 2025 and 2024, the Company had working capital of $87.7 million and $82.9 million, respectively. The increase was primarily attributable to higher cash and cash equivalents, partially offset by increases in accounts payable and deferred revenue.
The optionality of our chartering strategy, in which the Company charters vessels in on short term periods with market available days during the charter period, allows the Company to selectively release excess ship days, if any, into the market under time charter arrangements.
The optionality of our chartering strategy allows the Company to selectively release excess ship days, if any, into the market under time charter arrangements.
The Company charters in vessels to supplement its owned fleet to support its voyage charter operations. The Company hires vessels under time charters with third party vessel owners, and recognizes the charter hire payments as an expense on a straight-line basis over the term of the charter.
The Company hires vessels under time charters with third party vessel owners, and recognizes the charter hire payments as an expense on a straight-line basis over the term of the charter. Charter hire payments are typically made in advance, and the unrecognized portion is reflected as advance hire in the accompanying consolidated balance sheets.
The Company is currently assessing the impact of ASU 2024-03 on its disclosures in the consolidated financial statements. Important Financial and Operational Terms and Concepts The Company uses a variety of financial and operational terms and concepts when analyzing its performance.
The Company is currently evaluating the adoption of this standard and does not expect the adoption of ASU 2025-05 to have a material impact on its consolidated financial statements or related disclosures. Important Financial and Operational Terms and Concepts The Company uses a variety of financial and operational terms and concepts when analyzing its performance.
Components of revenue are as follows: Voyage revenues increased by 5% for the fiscal year ended December 31, 2024 to $494.1 million from $468.6 million for the same period in 2023. The increase was primarily driven by higher average TCE rates in 2024 due to stronger market conditions.
Components of revenue are as follows: Voyage Revenues: Voyage revenues increased by 17% to $577.5 million for the fiscal year ended December 31, 2025, compared to $494.1 million for the same period in 2024.
The use of these derivatives may result in period-to-period fluctuations in the Company's reported operating results. In the year ended December 31, 2024, the Company recorded an unrealized loss on derivative instruments of $1.0 million, compared to an unrealized loss of $2.9 million in the year ended December 31, 2023.
The Company recorded an unrealized loss on derivative instruments of $1.4 million for the year ended December 31, 2025, compared to an unrealized loss of $1.0 million in the year ended December 31, 2024.
Results of Operations Fiscal Year Ended December 31, 2024 Compared to Fiscal Year Ended December 31, 2023 Revenues Pangaea’s revenues are derived predominantly from voyage charters and time charters. Total revenue for the fiscal year ended December 31, 2024, was $536.5 million compared to $499.3 million, for the same period in 2023, a 7% increase.
Results of Operations Fiscal Year Ended December 31, 2025 Compared to Fiscal Year Ended December 31, 2024 Revenues Total revenue for the fiscal year ended December 31, 2025 was $632.0 million, compared to $536.5 million for the same period in 2024, representing an increase of $95.5 million, or 18%.
These include revenue recognition, deferred revenue, allowance for credit losses, vessels and depreciation and long-lived assets impairment considerations, as defined above as well as the following: Voyage Expenses. The Company incurs expenses for voyage charters, including bunkers (fuel), port charges, canal tolls, brokerage commissions and cargo handling operations, which are expensed as incurred. Charter Expenses.
The Company incurs expenses for voyage charters, including bunkers (fuel), port charges, canal tolls, brokerage commissions and cargo handling operations, which are expensed as incurred. Charter Expenses. The Company charters in vessels to supplement its owned fleet to support its voyage charter operations.
Voyage Expenses Voyage expenses for the fiscal year ended December 31, 2024, were $237.5 million, a 4% increase from $227.4 million for the year ended December 31, 2023.
Operating and Business Expenses The Components of our expenses are as follows: Voyage Expenses: Voyage expenses for the fiscal year ended December 31, 2025, were $283.7 million, a 19% increase from $237.5 million for the year ended December 31, 2024.
The residual value is determined using a scrap rate of $300 per lightweight ton (lwt). Depreciation and amortization expense increased by $0.3 million, or 1%, primarily due to an increase in ownership days, which rose to 8,741 days in 2024 from 8,230 days in 2023 as a result of vessel acquisitions.
Depreciation and amortization expense increased by $12.1 million, or 40%, primarily due to an increase in ownership days, which rose to 14,757 days in 2025 from 9,107 days in 2024 as a result of vessel acquisitions.
The Company believes that future operating cash flows together with cash on hand, availability of borrowings, and contributions from non-controlling interests will be sufficient to meet our future operating and capital expenditure cash requirements for the next 12 months and the foreseeable future. For more information on the results of operations, see Part II. ITEM 7.
Management believes that projected operating cash flows, together with cash on hand and available borrowings under existing credit facilities, will be sufficient to meet operating and capital requirements for at least the next twelve months. see Part II. ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Results of Operations.
Accordingly, certain amounts may not appear to recalculate due to the effect of rounding. 66 (1) Adjusted EBITDA represents operating earnings before interest expense, interest income, income taxes, depreciation and amortization, loss on sale of vessels, share-based compensation and other non-operating income and/or expense, and other non-recurring items, if any.
The Company’s definition of adjusted gross profit may not be comparable to similarly titled measures used by other companies. (2) Adjusted EBITDA represents net income before interest expense, interest income, income taxes, depreciation and amortization, gain or loss on sale of vessels, share-based compensation, unrealized gains or losses on derivative instruments and other non-operating or non-recurring items, if any.
The Company's TCE rate outperformed the average of the Baltic Panamax and Supramax market indexes, exceeding average market rates by approximately 24%.
The Company's TCE rate outperformed the average of the Baltic Panamax, Supramax, and Handysize market indexes, exceeding average market rates by approximately 18%. This outperformance was driven by the Company's long-term contracts of affreightment (COAs), specialized fleet, and cargo-focused strategy.
Terminal & Stevedore revenues increased by 74% to $12.1 million from $7.0 million for the twelve months ended December 31, 2024 compared to the same period in 2023. This revenue increase is mainly due to the acquisition of port operations in June 2023, which contributed to a full year of operations in the current year.
Terminal & Stevedore Revenues: Terminal & Stevedore revenues increased by 26% for the twelve months ended December 31, 2025 compared to the same period in 2024 due to the addition of 2 new port operations in the current year.
Considerations made by management in assessing the Company’s ability to continue as a going concern are its ability to consistently generate positive cash flows from operations, which were approximately $65.7 million in 2024, and $53.8 million in 2024; its excess of cash and cash restricted by facility agents over the current portion of secured long-term debt, financing obligations and finance leases, and its focus on contract employment (COAs).
In assessing its ability to continue as a going concern, management considered the Company’s history of generating positive operating cash flows ($53.7 million in 2025, and $65.7 million in 2024), its cash and restricted cash balances relative to current maturities of secured debt, financing obligations and finance leases, and its contract employment strategy through contracts of affreightment (“COAs”).
(in millions) 2024 2023 Net cash provided by/(used in): Operating activities: Net income adjusted for non-cash items $ 64.1 $ 65.0 Changes in operating assets and liabilities, net 1.6 (11.2) Operating activities 65.7 53.8 Investing activities (67.7) (16.0) Financing activities (10.2) (67.2) Net change $ (12.2) $ (29.3) Operating Activities Net cash provided by operating activities during the year ended December 31, 2024 was $65.7 million, compared to net cash provided by operating activities of $53.8 million during the year ended December 31, 2023.
The table below summarizes our primary sources and uses of cash for the fiscal years ended December 31, 2025 and 2024. 2025 2024 Net cash provided by/(used in): Operating activities 53,726 65,691 Investing activities 11,411 (67,694) Financing activities (48,619) (10,230) Net change $ 16,519 $ (12,232) Operating Activities Net cash provided by operating activities during the year ended December 31, 2025 was $53.7 million, compared to net cash provided by operating activities of $65.7 million during the year ended December 31, 2024.
Charter hire payments are typically made in advance, and the unrecognized portion is reflected as advance hire in the accompanying consolidated balance sheets. Under the time charters, the vessel owner is responsible for the vessel operating costs such as crews, maintenance and repairs, insurance, and stores. Vessel Operating Expenses.
Under the time charters, the vessel owner is responsible for the vessel operating costs such as crews, maintenance and repairs, insurance, and stores. Vessel Operating Expenses. Vessel operating expenses represent the cost to operate the Company’s owned vessels.
The Company's flexible charter-in strategy allows it to supplement its owned fleet with short-term chartered-in tonnage at prevailing market prices when needed to meet cargo demand. Vessel Operating Expenses Vessel operating expenses for the year ended December 31, 2024 , totaled $55.5 million , slightly lower than the $55.8 million recorded for the same period in 2023 .
Consistent with the Company's charter-in strategy, the Company supplements its owned fleet with short-term chartered-in tonnage at prevailing market rates when necessary to meet cargo demand. Per-day charter hire expenses were $14,342 for the fiscal year ended December 31, 2025 , compared to $15,342 for the same period in 2024 .
The reconciliation of gross profit to net transportation and service revenue and income from operations to Adjusted EBITDA is as follows: (in thousands) Years Ended December 31, 2024 2023 Net Transportation and Service Revenue (3) Gross Profit (4) $ 73,185 $ 69,247 Add: Transportation and service depreciation and amortization 30,266 29,960 Net transportation and service revenue $ 103,451 $ 99,207 Adjusted EBITDA Net Income $ 31,769 $ 28,538 Interest expense, net 17,154 13,916 Depreciation and amortization 30,376 30,070 EBITDA $ 79,299 $ 72,524 Loss on sale of vessel — 1,739 Share-based compensation 2,788 2,088 Unrealized loss on derivative instruments, net 953 2,925 Other non-recurring items — 448 Adjusted EBITDA $ 83,040 $ 79,724 Amounts in the table above have been calculated based on unrounded numbers.
The reconciliation of Gross profit to Adjusted Gross Profit and Net income to Adjusted EBITDA is as follows: December 31, 2025 December 31, 2024 Gross Profit (GAAP) $ 69,154 $ 73,185 Add: Transportation and service depreciation and amortization 42,336 30,266 Adjusted Gross Profit (Non-GAAP) (1) $ 111,490 $ 103,451 Adjusted EBITDA (2) Net Income $ 20,167 $ 31,769 Interest expense, net 22,375 17,154 Depreciation and amortization 42,475 30,376 Income tax provision (included in Other income) 533 285 Gain on sale of vessel (3,000) — Share-based compensation 4,111 2,788 Unrealized loss on derivative instruments, net 1,355 953 Adjusted EBITDA (Non-GAAP) $ 88,015 $ 83,325 (1) Adjusted gross profit is defined as GAAP gross profit excluding transportation and service depreciation and amortization.
It becomes effective for annual periods starting after December 15, 2026, and for interim periods starting after December 15, 2027, with early adoption permitted. The update can be applied either prospectively to financial statements issued for reporting periods after the effective date or retrospectively to any or all prior periods presented in the financial statements.
The update can be applied either prospectively to financial statements issued for reporting periods after the effective date or retrospectively to any or all prior periods presented in the financial statements. The Company is currently assessing the impact of ASU 2024-03 on its disclosures in the consolidated financial statements.
Adjusted EBITDA is included because it is used by management and certain investors to measure operating performance and is also reviewed periodically as a measure of financial performance by Pangaea's Board of Directors. Adjusted EBITDA is not an item recognized by the generally accepted accounting principles in the United States of America, or U.S.
Management uses Adjusted EBITDA as a supplemental performance measure and believes it provides investors with useful information to evaluate the Company’s operating performance and its ability to generate cash flows from operations. Adjusted EBITDA is also reviewed periodically as a measure of financial performance by the Company’s Board of Directors. Adjusted EBITDA is not a measure recognized under U.S.
General and Administrative Expenses The increase in general and administrative expenses from $22.8 million to $24.6 million for the year ending December 31, 2024, was primarily driven by higher compensation related expenses.
General and Administrative Expenses: For the fiscal year ended December 31, 2025, general and administrative expenses were $31.1 million, compared to $24.6 million for the same period in 2024.
The Company expects to perform four intermediate surveys in 2025 at an aggregate total cost of approximately $1.5 million. The Company estimates that offhire related to the surveys and related repair work is ten to twenty days per vessel, depending on the size and condition of the vessel.
The Company expects to perform thirteen special surveys in 2026 at an aggregate cost of approximately $15.7 million and two intermediate surveys at an aggregate cost of approximately $3.0 million. Offhire related to these surveys is expected to range from ten to twenty days per vessel. These expenditures are expected to be funded from operating cash flows.
GAAP, and should not be considered as an alternative to net income, operating income, or any other indicator of a company's operating performance required by U.S. GAAP. Pangaea’s definition of Adjusted EBITDA used here may not be comparable to the definition of EBITDA used by other companies.
GAAP and should not be considered an alternative to net income, operating income or any other indicator of operating performance prepared in accordance with U.S. GAAP. Industry Overview We operate in a cyclical industry subject to macroeconomic shifts, geopolitical volatility and other factors.
We expect to experience continued fluctuations in our operating results in the foreseeable future due to a variety of factors, including cargo demand for vessels, supply of vessels, competition, and seasonality. 67 TCE Performance For the year ended December 31, 2024 , the Company's TCE rate increased by 4% to $16,485 from $15,849 in 2023 , while dry bulk market rates for Panamax and Supramax vessels rose by approximately 17% .
TCE Performance For the year ended December 31, 2025 , the Company's TCE rate decrease d by 13% to $14,279 from $16,485 in 2024 , while dry bulk market rates for Panamax, Supramax, and Handysize vessels decreased by approximately 9%.
The Company’s owned or partially owned and controlled fleet at December 31, 2024 includes: nine Panamax drybulk carriers (six of which are Ice-Class 1A); nine Supramax drybulk carriers, two Ultramax Ice-Class IC, two Ultramax, four Post Panamax Ice Class 1A drybulk vessels, and 15 Handysize vessels acquired through the Strategic Shipping Inc. merger.
As of December 31, 2025, the Company’s consolidated fleet consisted of 39 dry bulk vessels, including nine Panamax vessels (six Ice Class 1A), eight Supramax vessels, four Ultramax vessels (including two Ice Class 1C), four Post-Panamax Ice Class 1A vessels and fourteen Handysize vessels.
The carrying value of each group of vessels classified as held and used are reviewed for potential impairment when events or changes in circumstances indicate that the carrying value of a particular group may not be fully recoverable.
The evaluation of vessel impairment requires significant judgment due to the cyclical and volatile nature of the dry bulk shipping industry and fluctuations in vessel market values and charter rates. 74 The Company reviews its vessels for impairment when events or changes in circumstances indicate that the carrying value of a vessel or vessel group may not be recoverable.
The number of voyage days increased 5% to 15,669 for the twelve months ended December 31, 2024 from 14,922 for the same period in 2023. Charter revenues increased to $30.3 million from $23.7 million, or 28%, for the year ended December 31, 2024 compared to the same period in 2023.
Charter Revenues: Charter revenues increased to $39.3 million from $30.3 million, or 29%, for the year ended December 31, 2025 compared to the same period in 2024. The increase was primarily driven by a significant rise in time charter days, which increased 73% to 3,007 days from 1,738 days in the prior-year period.
More specifically, and reflecting the composition of the Company's fleet, the average published market rates for Supramax and Panamax vessels rose approximately 17% from an average of $11,391 in 2023 to $13,314 in 2024. We have historically experienced fluctuations in our results of operations on a quarterly and annual basis due to the volatility of the dry bulk sector.
The average published market rates for Panamax, Supramax, and Handysize vessels, reflecting the composition of the company's fleet, also decreased approximately 9%, to an average of $12,090 in 2025 from $13,314 in the same period of 2024. In addition to broader market pressures, our operating results for 2025 also reflect the impact of fleet expansion.
In November 2024, the FASB released ASU 2024-03, which focuses on Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This update requires the disclosure of additional information regarding specific expense categories in the financial statement notes.
ASUs not listed were assessed by the Company and either determined to be not applicable or expected to have minimal impact on its consolidated financial statements. 66 Recently Issued Accounting Standards Not Yet Adopted In November 2024, the FASB released ASU 2024-03, which focuses on Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses.
The increase in charter revenues was due to an increase in charter hire rates evidenced by the increase in index rates for Panamax and Supramax vessels of approximately 17% compared to the same period of 2023 and partially offset by a decrease in time charter days.
This increase was partially offset by lower market charter rates during the period, which reduced revenue by approximately $86.9 million, as evidenced by a 4% decline in the Baltic Dry Index (BDI) and a 9% decline in average rates for Panamax, Supramax and Handysize vessels.
The update is effective for annual periods beginning after December 15, 2024 on a prospective basis, and retrospective application is permitted. The Company is currently evaluating the impact of ASU 2023-09 on its disclosures within its consolidated financial statements.
The standard becomes effective for annual periods beginning after December 15, 2026, and for interim periods within those fiscal years, with early adoption permitted. The Company is currently assessing the impact of ASU 2025-04 on its consolidated financial statements. In July 2025, the FASB issued ASU 2025-05, Measurement of Credit Losses for Accounts Receivable and Contract Assets (Topic 326).
The Baltic Dry Index (“BDI”), a measure of dry bulk market performance, averaged 1,754 for 2024, compared to an average of 1,426 for 2023, up approximately 23%.
The Baltic Dry Index (“BDI”), a broader market measure of the cost to transport drybulk commodities by sea, offers a market view into global supply demand trends and is considered the standard benchmark for drybulk cargo pricing. The BDI averaged 1,681 for 2025, down approximately 4%, compared to an average of 1,754 for 2024.
Per-day charter hire expenses were $15,342 for the twelve months ended December 31, 2024 , compared to $13,996 for the same period in 2023 . The average published market rates for Supramax and Panamax vessels increased approximately 17% from an average of $11,391 in 2023 to $13,314 in 2024 .
This increase in chartered-in activity was largely offset by lower market charter rates for chartered-in vessels during the period. 71 The average published market rates for Supramax, Panamax and Handysize vessels declined approximately 9% , from an average of $13,314 in 2024 to $12,090 in 2025.
GAAP, and should not be considered as an alternative to net income, operating income, or any other indicator of a company's operating performance required by U.S. GAAP. Pangaea’s definition of net transportation and service revenue used here may not be comparable to an operating measure used by other companies.
Management believes this measure provides investors with additional insight into the operating performance of the Company’s shipping operations by excluding non-cash depreciation expenses associated with the Company’s vessels. Adjusted gross profit is not a measure recognized under U.S. GAAP and should not be considered as an alternative to gross profit, operating income or net income.
Investing Activities Net cash used in investing activities for the twelve months ended December 31, 2024, was $67.7 million, compared to $16.0 million for the same period in 2023. In 2024, the Company spent $69.3 million on purchasing two vessels and vessel improvements and $0.0 million as a partial cash allocation for the SSI asset acquisition.
Investing Activities Net cash provided by investing activities was $11.4 million for the year ended December 31, 2025, compared to net cash used in investing activities of $67.7 million in 2024.
GAAP requires us to exercise judgment in the process of applying our accounting policies. It also requires that we make estimates and assumptions about future events that affect the amounts reported in the consolidated financial statements and accompanying notes.
Critical Accounting Estimates The preparation of our consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the related disclosures. Certain estimates involve a higher degree of judgment and complexity because they require management to make assumptions about matters that are inherently uncertain.
Charter hire expenses paid to third-party shipowners were $130.8 million for the year ended December 31, 2024 , compared to $111.0 million for the year ended December 31, 2023 , an 18% increase .
Charter Hire Expenses: Charter hire expenses for the fiscal year ended December 31, 2025 were $129.7 million compared to $130.8 million for the same period in 2024, representing a slight decrease year over year. Chartered-in days increased to 9,046 days for the fiscal year ended December 31, 2025, compared to 8,523 days in the prior year.
Removed
Pearl November 2017 Deck Barge 1979 3,833 1,597 Total $ 856,061 $ 732,325 63 Recent Accounting Pronouncements On January 1, 2023, we adopted ASU No. 2016-13, "Financial Instruments—Credit Losses" ("ASU 2016-13").
Added
Pearl November 2017 Deck Barge 1979 3,833 1,597 Total $ 839,333 $ 696,238 Recent Accounting Pronouncements The Company considers the applicability and impact of all accounting standard updates (“ASU”) issued by the Financial Accounting Standards Board (the “FASB”).
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ASU 2016-13 amends the current financial instrument impairment model by requiring entities to use a forward-looking approach based on expected losses to estimate credit losses on certain types of financial instruments, including trade receivables. The adoption of the accounting standard did not have any material impact on our consolidated financial statements.
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This update requires the disclosure of additional information regarding specific expense categories in the financial statement notes. It becomes effective for annual periods starting after December 15, 2026, and for interim periods starting after December 15, 2027, with early adoption permitted.
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The Company adopted ASU No. 2020-04, ASU No. 2021-01, and ASU No. 2022-06 related to Reference Rate Reform (Topic 848).
Added
In May 2025, the FASB issued ASU 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity. This update provides guidance on identifying the accounting acquirer when a variable interest entity (“VIE”) that meets the definition of a business is acquired primarily through the exchange of equity interests.
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The adoption did not have a material impact on the Company’s consolidated financial statements or related disclosures." In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.
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The amendments are intended to improve consistency in determining the accounting acquirer in transactions involving VIEs that qualify as businesses. The standard becomes effective for annual periods beginning after December 15, 2026, and for interim periods within those fiscal years. Early adoption is permitted. The guidance is applied prospectively to applicable transactions occurring after the adoption date.
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This update expands the disclosure requirements for reportable segments by enhancing disclosures related to significant segment expenses, interim segment profit or loss, and segment assets. It also clarifies how the Chief Operating Decision Maker ("CODM") uses the reported segment profit or loss information to assess segment performance and allocate resources.
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Because the amendments apply to specific transaction structures involving the acquisition of a VIE that meets the definition of a business, the Company expects the impact of this guidance to depend on the nature and structure of future acquisition transactions. The Company is currently evaluating the potential impact of ASU 2025-03 on its consolidated financial statements and related disclosures.
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The Company adopted ASU 2023-07 effective December 15, 2024, and determined that the application of this guidance did not have a material impact on its consolidated financial statements. For additional details on the adoption effects of ASU 2023-07, refer to Note 16.
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In May 2025, the FASB also issued ASU 2025-04, Compensation—Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606): Scope Application of Share-Based Payment Arrangements with Customers. This update clarifies the accounting for share-based payments made to customers, including guidance on performance conditions and forfeitures.
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Recently Issued Accounting Standards Not Yet Adopted In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires disclosure of incremental income tax information related to the income tax rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements.
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The amendments provide a practical expedient and an accounting policy election for estimating expected credit losses on current accounts receivable and contract assets arising under ASC 606. The standard is effective for annual periods beginning after December 15, 2025, including interim periods within those annual periods, with early adoption permitted. The amendments are to be applied prospectively.
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(2) Shipping days are defined as the aggregate number of days in a period during which its owned or chartered-in vessels are performing either a voyage charter (voyage days) or time charter (time charter days).
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These include revenue recognition, deferred revenue, allowance for credit losses, vessels and depreciation and long-lived assets impairment considerations, as defined above as well as the following: Voyage Revenue. Voyage revenue is derived from voyage charters which involve the carriage of cargo from a load port to a discharge port, which is predetermined in each voyage contract.
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Accordingly, certain amounts may not appear to recalculate due to the effect of rounding. (3) Net transportation and service revenue represents total revenue less the total direct costs of transportation and services, which includes charter hire, voyage and vessel operating expenses, and terminal & stevedore expenses.
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Gross revenue is calculated by multiplying the agreed rate per ton of cargo by the number of tons loaded. The Company directs how and for what purpose the vessel is used and therefore, these voyage contracts do not contain leases. Charter Revenue.
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Net transportation and service revenue is included because it is used by management and certain investors to measure performance by comparison to other logistic service providers. Net transportation and service revenue is not an item recognized by the generally accepted accounting principles in the United States of America, or U.S.
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Charter revenue is earned when the Company lets a vessel it owns or operates to a charterer for a specified period of time. Charter revenue is based on the agreed rate per day.
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(4) Gross profit represents total revenue less total cost of transportation and service revenue and less transportation related depreciation and amortization. Industry Overview The dry bulk sector of the transportation and logistics industry is cyclical and can be volatile due to changes in supply of vessels and demand for transportation of dry bulk commodities.
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These time-charter arrangements contain leases because the lessee has the power to direct the use and receives substantially all of the economic benefits from the use of the vessel. The operating lease component and the vessel operating expense non-lease component of a time-charter contract are reported as a single component. Terminal & Stevedore Revenue.
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This outperformance was driven by the Company's long-term contracts of affreightment (COAs), specialized fleet, and cargo-focused strategy. 2024 Highlights • Net income attributable to Pangaea Logistics Solutions Ltd. was $28.9 million for twelve months ended December 31, 2024 as compared to $26.3 million for the same period of 2023. • Diluted net income per share was $0.63 for twelve months ended December 31, 2024, as compared to $0.58 for the same period of 2023. • Time Charter Equivalent ("TCE") rates earned by Pangaea was $16,485 per day for twelve months ended December 31, 2024 and $15,849 per day for the same period of 2023. • Adjusted EBITDA was $83.0 million for twelve months ended December 31, 2024, as compared to $79.3 million for the same period of 2023. • At the end of the year, Pangaea had $86.8 million in cash, and cash equivalents.
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TCE rate is a common shipping industry performance measure used primarily to compare daily earnings generated by vessels on time charters with daily earnings generated by vessels on voyage charters, because rates for vessels on voyage charters are generally not expressed in per-day amounts while rates for vessels on time charters generally are expressed in per-day amounts.
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The number of shipping days increased 4% to 17,407 in the fiscal year ended December 31, 2024, from 16,711 for the same period in 2023.
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Selected Financial Data The following tables present selected financial and operating data of the Company for the periods indicated.
Removed
The revenue increase was primarily due to a 4% increase in the average TCE rate, which was $16,485 per day for the twelve months ended December 31, 2024, compared to $15,849 per day for the same period in 2023.

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