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

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

+564 added−575 removedSource: 20-F (2026-03-13) vs 20-F (2025-03-14)

Top changes in TEEKAY TANKERS LTD.'s 2025 20-F

564 paragraphs added · 575 removed · 431 edited across 6 sections

Item 2. Properties

Properties — owned and leased real estate

3 edited+0 added−0 removed0 unchanged
Biggest changeOrganizational Structure 39 D. Property, Plant and Equipment 39 E. Taxation of the Company 40 United States Taxation 40 Marshall Islands Taxation 41 Other Taxation 41
Biggest changeOrganizational Structure 40 D. Property, Plant and Equipment 41 E. Taxation of the Company 41 Bermuda Taxation 4 1 United States Taxation 41 Marshall Islands Taxation 42 Other Taxation 42
Item 2. Offer Statistics and Expected Timetable 7 Item 3. Key Information 7 Risk Factors 7 Tax Risks 23 Item 4. Information on the Company 25 A. History and Development of the Company 25 B.
Item 2. Offer Statistics and Expected Timetable 7 Item 3. Key Information 7 Risk Factors 7 Tax Risks 23 Item 4. Information on the Company 25 A. History and Development 25 B.
Business Overview 25 Our Fleet 26 Business Strategies 28 Our Chartering Strategy and Participation in the Vessel Revenue Sharing Agreements 28 Industry and Competition 29 Safety, Management of Ship Operations and Administration 31 Risk of Loss, Insurance and Risk Management 32 Operations Outside of the United States 32 Customers 32 Flag, Classification, Audits and Inspections 32 Regulations 33 C.
Business Overview 26 Our Fleet 27 Business Strategies 28 Our Chartering Strategy and Participation in the Vessel Revenue Sharing Agreements 29 Industry and Competition 30 Safety, Management of Ship Operations and Administration 31 Risk of Loss, Insurance and Risk Management 32 Operations Outside of the United States 33 Customers 33 Flag, Classification, Audits and Inspections 33 Regulations 34 C.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

129 edited+24 added−11 removed201 unchanged
Biggest changeRisks Related to Our Business • Economic downturns, including disruptions in the global credit markets, could adversely affect our ability to grow. 7 Table of Conten t s • Economic downturns may affect our customers’ ability to charter our vessels and pay for our services and may adversely affect our business and results of operations. • We may not be able to grow or to manage our growth effectively. • An increase in operating costs, due to increased inflation or otherwise, could adversely affect our cash flows and financial condition. • The timing of dry dockings of our vessels during peak market conditions could adversely affect our profitability. • Delays in the delivery of and installation of new vessel equipment could result in significant vessel off hire and have adverse impacts on our results of operations. • Technological innovation could reduce our charter hire income and the value and operational lives of our vessels. • Over time, the value of our vessels may decline, which could adversely affect our existing loans and other financial obligations we may incur in the future, our ability to obtain new financing or our operating results. • We depend on the ability of our subsidiaries to distribute funds to us in order to satisfy our financial obligations and to make any dividend payments or repurchase shares. • Financing agreements containing operating and financial restrictions may restrict our business and financing activities. • We may be required to make substantial capital expenditures should we decide to expand the size of our fleet, involving significant installment payments.
Biggest changeRisk Factor Summary Risks Related to Our Industry • Changes in the oil markets could result in decreased demand for our vessels and services. • The cyclical nature of the tanker industry may lead to volatile changes in charter rates and significant fluctuations in the utilization of our vessels, which may adversely affect our earnings. • Changes in the spot tanker market may result in significant fluctuations in the utilization of our vessels and our profitability. • Our vessels operate in the highly competitive international tanker market. • High oil prices could negatively impact tanker freight rates. • Marine transportation is inherently risky, and an incident involving loss or damage to a vessel, injury to crew, significant loss of product or environmental contamination by any of our vessels could harm our reputation and business. • Terrorist attacks, increased hostilities, political change or war could lead to further economic instability, increased costs and business disruption. • Acts of piracy on ocean-going vessels continue to be a risk, which could adversely affect our business. • Public health threats, including pandemics, epidemics and other public health crises, could have adverse effects on our operations and financial results. • Governments could requisition our vessels during a period of war or emergency, which may adversely affect our business and results of operations. 7 Table of Conten t s Risks Related to Our Business • Economic downturns, including disruptions in the global credit markets, could adversely affect our ability to grow. • Economic downturns may affect our customers’ ability to charter our vessels and pay for our services and may adversely affect our business and results of operations. • We may not be able to grow or to manage our growth effectively. • An increase in operating costs, due to increased inflation or otherwise, could adversely affect our cash flows and financial condition. • The timing of dry dockings of our vessels during peak market conditions could adversely affect our profitability. • Delays in the delivery of and installation of new vessel equipment could result in significant vessel off hire and have adverse impacts on our results of operations. • Technological innovation could reduce our charter hire income and the value and operational lives of our vessels. • Over time, the value of our vessels may decline, which could adversely affect our existing loan and other financial obligations we may incur in the future, our ability to obtain new financing or our operating results. • We depend on the ability of our subsidiaries to distribute funds to us in order to satisfy our financial obligations and to make any dividend payments or repurchase shares. • Financing agreements containing operating and financial restrictions may restrict our business and financing activities. • We may be required to make substantial capital expenditures should we decide to expand the size of our fleet, involving significant installment payments.
Our financial leverage could increase or our shareholders’ ownership interest in us could be diluted. • Our revolving credit facility and any future financing agreements may limit our flexibility in obtaining additional financing, pursuing other business opportunities, paying dividends and repurchasing shares. • Our ability to repay or refinance debt or future financing obligations and to fund our capital expenditures will depend on certain financial, business and other factors.
Our financial leverage could increase and, our shareholders’ ownership interest in us could be diluted. • Our revolving credit facility and any future financing agreements may limit our flexibility in obtaining additional financing, pursuing other business opportunities, paying dividends and repurchasing shares. • Our ability to repay or refinance debt or future financing obligations and to fund our capital expenditures will depend on certain financial, business and other factors.
Foreign Corrupt Practices Act, the UK Bribery Act, the UK Criminal Finances Act, the UK Economic Crime and Corporate Transparency Act and similar laws in other jurisdictions could result in fines, criminal penalties, contract terminations and an adverse effect on our business. • The shipping industry is subject to substantial environmental and other regulations, which may significantly limit operations and increase expenses and adversely impact insurance coverage. • Climate change and greenhouse gas restrictions may adversely impact our operations and markets. • Scrutiny and expectations from certain investors, lenders, customers and other market participants with respect to ESG policies and practices may impose additional costs on us or expose us to additional risks. • Our operations may be subject to economic substance requirements in Bermuda, the Marshall Islands and other offshore jurisdictions, which could impact our business. • The smuggling of drugs or other contraband onto our vessels may lead to governmental claims against us.
Foreign Corrupt Practices Act, the UK Bribery Act, the UK Criminal Finances Act, the UK Economic Crime and Corporate Transparency Act and similar laws in other jurisdictions could result in fines, criminal penalties, contract terminations and an adverse effect on our business. • The shipping industry is subject to substantial environmental and other regulations, which may significantly limit operations and increase expenses and adversely impact insurance coverage and costs. • Climate change and greenhouse gas restrictions may adversely impact our operations and markets. • Scrutiny and expectations from certain investors, lenders, customers and other market participants with respect to ESG policies and practices may impose additional costs on us or expose us to additional risks. • Our operations may be subject to economic substance requirements in Bermuda, the Marshall Islands and other offshore jurisdictions, which could impact our business. • The smuggling of drugs or other contraband onto our vessels may lead to governmental claims against us.
To the extent we are able to finance these obligations and expenditures with cash from operations or by issuing debt or common shares, our ability to pay cash dividends or repurchase shares may be diminished or our financial leverage may increase, or our shareholders may be diluted.
To the extent we are able to finance these obligations and expenditures with cash from operations or by issuing debt or common shares, our ability to pay cash dividends and repurchase shares may be diminished, our financial leverage may increase, and our shareholders may be diluted.
In addition, our returns on our cash invested in short-term investments and the value of any marketable securities in which we may invest could be adversely affected by changes in interest rates or by the performance of the capital markets or particular companies.
In addition, our returns on our cash invested in short-term investments and the value of any marketable securities in which we may invest could be adversely affected by changes in interest rates and/or by the performance of the capital markets or particular companies.
In addition, tariffs, trade embargoes and other economic sanctions by the U.S. or other countries against countries in which we operate, to which we trade or to which we or any of our customers, joint venture partners or business partners become subject, may limit trading activities with those countries or with customers, which could also harm our business and ability to pay dividends and/or repurchase shares.
In addition, tariffs, trade embargoes and other economic sanctions by the U.S. or other countries against countries in which we operate, to which we trade, or to which we or any of our customers, joint venture partners or business partners become subject, may limit trading activities with those countries or with customers, which could also harm our business and ability to pay dividends and repurchase shares.
If Bermuda and/or the Marshall Islands were placed onto the list of non-cooperative jurisdictions and sanctions or other financial, tax or regulatory measures were applied by European Union member states to countries on the list or further economic substance requirements were imposed by Bermuda and/or the Marshall Islands, our business could be harmed.
If Bermuda or the Marshall Islands were placed onto the list of non-cooperative jurisdictions and sanctions or other financial, tax or regulatory measures were applied by European Union member states to countries on the list, or further economic substance requirements were imposed by Bermuda or the Marshall Islands, our business could be harmed.
Our level of debt could have important consequences to us, including the following: • our ability to obtain additional financing, if necessary, for working capital, capital expenditures, acquisitions or other purposes may be impaired, or such financing may not be available on favorable terms, if at all; • we will need a portion of our cash flow to make principal and interest payments on our debt and to satisfy any other financial obligations we incur, reducing the funds that would otherwise be available for operations, business opportunities, share repurchases and dividends to our shareholders; • incurring additional debt or other financial obligations in the future may makes us more vulnerable than our competitors with less debt to competitive pressures or a downturn in our industry or the economy generally; and • incurring additional debt or other financial obligations in the future may limit our flexibility in responding to changing business and economic conditions.
Our level of debt could have important consequences to us, including the following: • our ability to obtain additional financing, if necessary, for working capital, capital expenditures, acquisitions or other purposes may be impaired, or such financing may not be available on favorable terms, if at all; • we will need a portion of our cash flow to make principal and interest payments on our debt and to satisfy any other financial obligations we incur, reducing the funds that would otherwise be available for operations, business opportunities, share repurchases and dividends to our shareholders; • incurring additional debt or other financial obligations in the future may make us more vulnerable than our competitors with less debt to competitive pressures or a downturn in our industry or the economy generally; and • incurring additional debt or other financial obligations in the future may limit our flexibility in responding to changing business and economic conditions.
Gulf lightering business competes with alternative methods of delivering crude oil to ports and exports to offshore for consolidation onto larger vessels, which may limit our earnings in this market. • Our full service lightering operations are subject to specific risks that could lead to accidents, oil spills or property damage. • Our and many of our customers' substantial operations outside the United States (or U.S. ) expose us and them to political, governmental and economic instability, as well as tariffs and protectionist policies, which could harm our operations. • The loss of any key customer or its inability to pay for our services could result in a significant loss of revenue in a given period. • Exposure to currency exchange rate fluctuations could result in fluctuations in our cash flows and operating results. • Our operating results are subject to seasonal fluctuations. • Our failure to renew or replace fixed-rate charters could cause us to trade the related vessels in the spot market, which could adversely affect our operating results and make them more volatile. • We have recognized asset impairments in the past and we may recognize additional impairments in the future, which will reduce our earnings and net assets. • Certain of our executive officers and directors and certain executive officers and directors of Teekay may favor interests of Teekay and its other affiliates above our interests and those of our Class A common shareholders. 8 Table of Conten t s Legal and Regulatory Risks • We are bound to adhere to sanctions from many jurisdictions, including the U.S., United Kingdom, European Union and Canada, due to our domicile and location of offices. • Past port calls by our vessels or third-party vessels participating in Revenue Sharing Agreements (or RSAs ) to countries that are subject to sanctions imposed by the U.S., European Union and the United Kingdom could harm our business. • Failure to comply with the U.S.
Gulf lightering business competes with alternative methods of delivering crude oil to ports and exports to offshore for consolidation onto larger vessels, which may limit our earnings in this market. • Our full service lightering (or FSL ) operations are subject to specific risks that could lead to accidents, oil spills or property damage. • Our and many of our customers' substantial operations outside the United States (or U.S. ) expose us and them to political, governmental and economic instability, as well as tariffs and protectionist policies, which could harm our operations. • The loss of any key customer or its inability to pay for our services could result in a significant loss of revenue in a given period. • Exposure to currency exchange rate fluctuations could result in fluctuations in our cash flows and operating results. • Our operating results are subject to seasonal fluctuations. • Our failure to renew or replace fixed-rate charters could cause us to trade the related vessels in the spot market, which could adversely affect our operating results and make them more volatile. • We have recognized asset impairments in the past and we may recognize additional impairments in the future, which will reduce our earnings and net assets. • Certain of our executive officers and directors and certain executive officers and directors of Teekay may favor interests of Teekay and its other affiliates above our interests and those of our Class A common shareholders. 8 Table of Conten t s Legal and Regulatory Risks • We are bound to adhere to sanctions from many jurisdictions, including the U.S., United Kingdom (or UK ), European Union and Canada, due to our domicile and location of offices. • Past port calls by our vessels or third-party vessels participating in Revenue Sharing Agreements (or RSAs ) to countries that are subject to sanctions imposed by the U.S., European Union and the United Kingdom could harm our business. • Failure to comply with the U.S.
To the extent we are able to finance these obligations and expenditures, our ability to pay cash dividends and repurchase shares may be diminished or our financial leverage may increase, or our shareholders may be diluted. • Many of our seafaring employees are covered by collective bargaining agreements, and the failure to renew those agreements or any future labor agreements may disrupt operations and adversely affect our cash flows. • We may be unable to attract and retain qualified, skilled employees or crew necessary to operate our business, and the cost of attracting and retaining such personnel may increase. • We anticipate we may need to accelerate our fleet renewal in coming years, the success of any such program will depend on newbuilding and second-hand vessel availability and prices, market conditions and available financing, and which may require significant expenditures. • Increased demand for and supply of vessels fitted with scrubbers to comply with International Maritime Organization (or IMO ) sulfur reduction requirements could reduce demand for our existing vessels and impair our ability to time charter-out our vessels at competitive rates. • Our insurance may be insufficient to cover losses that may occur to our vessels or result from our operations. • Maritime claimants could arrest, or port authorities could detain, our vessels, which could interrupt our cash flow from these vessels. • Exposure to interest rate fluctuations will result in fluctuations in our cash flows and operating results. • Our cash and cash equivalents are exposed to credit risk, which may be adversely affected by market conditions, interest rates and failures of financial institutions. • We may be unable to take advantage of favorable opportunities in the spot market to the extent any of our vessels are employed on medium to long-term time charters. • Our U.S.
To the extent we are able to finance these obligations and expenditures, our ability to pay cash dividends and repurchase shares may be diminished, our financial leverage may increase, and our shareholders may be diluted. • Many of our seafaring employees are covered by collective bargaining agreements, and the failure to renew those agreements or any future labor agreements may disrupt operations and adversely affect our cash flows. • We may be unable to attract and retain qualified, skilled employees or crew necessary to operate our business, and the cost of attracting and retaining such personnel may increase. • We anticipate that we may need to accelerate our fleet renewal in coming years, the success of any such program will depend on newbuilding and second-hand vessel availability and prices, market conditions and available financing, and which may require significant expenditures. • Increased demand for and supply of vessels fitted with scrubbers to comply with International Maritime Organization (or IMO ) sulfur reduction requirements could reduce demand for our existing vessels and impair our ability to charter out our vessels at competitive rates. • Our insurance may be insufficient to cover losses that may occur to our vessels or result from our operations. • Maritime claimants could arrest, or port authorities could detain, our vessels, which could interrupt our cash flow from these vessels. • Exposure to interest rate fluctuations will result in fluctuations in our cash flows and operating results. • Our cash, cash equivalents and short-term investments are exposed to credit risk, which may be adversely affected by market conditions, interest rates and failures of financial institutions. • We may be unable to take advantage of favorable opportunities in the spot market to the extent any of our vessels are employed on medium to long-term charters. • Our U.S.
If we or the IRS were to determine that we are or have been a PFIC for any tax year during which a U.S. Holder (as defined below under “Item 10 – Additional Information – Material United States Federal Income Tax Considerations”) held our shares, such U.S. Holder would face adverse U.S. federal income tax consequences.
If we or the IRS were to determine that we are or have been a PFIC for any tax year during which a U.S. Holder (as defined below under “Item 10 – Additional Information – Material United States Federal Income Tax Considerations”) held our common shares, such U.S. Holder would face adverse U.S. federal income tax consequences.
In crewing our vessels, we require technically skilled employees with specialized training who can perform physically demanding work. Competition to attract and retain qualified crew members is intense. The shipping industry continues to forecast a shortfall in qualified personnel, and crew and other compensation has increased recently and may continue to increase in the future.
In crewing our vessels, we require technically skilled employees with specialized training who can perform physically demanding work. Competition to attract and retain qualified crew members is intense. The shipping industry continues to forecast a shortfall in qualified personnel, and crew and other compensation has increased and may continue to increase in the future.
Our failure to renew or replace fixed-rate charters could cause us to trade the related vessels in the spot market, which could adversely affect our operating results and make them more volatile. Our general vessel employment strategy includes using a mix of spot and fixed-rate time charters, and we expect to enter into fixed-rate time charters in the future.
Our failure to renew or replace fixed-rate charters could cause us to trade the related vessels in the spot market, which could adversely affect our operating results and make them more volatile. Our general vessel employment strategy includes using a mix of spot and fixed-rate charters, and we expect to enter into fixed-rate charters in the future.
Furthermore, detecting, investigating, and resolving actual or alleged violations is expensive and can consume significant time and attention of our senior management. The shipping industry is subject to substantial environmental and other regulations, which may significantly limit operations and increase expenses and adversely impact our insurance coverage.
Furthermore, detecting, investigating, and resolving actual or alleged violations is expensive and can consume significant time and attention of our senior management. The shipping industry is subject to substantial environmental and other regulations, which may significantly limit operations and increase expenses and adversely impact our insurance coverage and costs.
Terrorist attacks, current or future conflicts in Ukraine, the Middle East, the Red Sea, Libya, East Asia, Southeast Asia, West Africa and elsewhere, and political change, may adversely affect the tanker industry and our business, operating results, financial condition and ability to raise capital and fund future growth.
Terrorist attacks, current or future conflicts in Ukraine, the Middle East, the Red Sea, Libya, East Asia, Southeast Asia, West Africa, Venezuela and elsewhere, and political change, may adversely affect the tanker industry and our business, operating results, financial condition, and ability to raise capital and fund future growth.
Failure to execute a timely renewal program may adversely impact our business and financial condition. Increased demand for and supply of vessels fitted with scrubbers to comply with IMO sulfur reduction requirements could reduce demand for our existing vessels and impair our ability to time charter-out our vessels at competitive rates.
Failure to execute a timely renewal program may adversely impact our business and financial condition. Increased demand for and supply of vessels fitted with scrubbers to comply with IMO sulfur reduction requirements could reduce demand for our existing vessels and impair our ability to charter out our vessels at competitive rates.
Any uninsured or underinsured loss could harm our business and financial condition. In addition, the insurance may be voidable by the insurers as a result of certain actions, such as vessels failing to maintain certification with applicable maritime regulatory organizations.
Any uninsured or underinsured loss could harm our business and financial condition. In addition, the insurance may be voidable by the insurers as a result of certain actions or inactions, such as vessels failing to maintain certification with applicable maritime regulatory organizations.
We anticipate we may need to accelerate our fleet renewal in coming years, the success of any such program will depend on newbuilding and second-hand vessel availability and prices, market conditions and available financing, and which may require significant expenditures.
We anticipate that we may need to accelerate our fleet renewal in coming years, the success of any such program will depend on newbuilding and second-hand vessel availability and prices, market conditions and available financing, and which may require significant expenditures.
To the extent we enter into medium or long-term time charters in the future, the vessels committed to such time charters may not be available for spot charters during periods of increasing charter hire rates, when spot charters might be more profitable. Our U.S.
To the extent we enter into medium or long-term charters in the future, the vessels committed to such charters may not be available for spot charters during periods of increasing charter hire rates, when spot charters might be more profitable. Our U.S.
Other jurisdictions in which we operate could be placed on the list of non-cooperative jurisdictions in the future. We are a Bermuda exempted company with our headquarters in Bermuda and we have a subsidiary organized in Bermuda. Additionally, a majority of our subsidiaries are Marshall Islands entities.
Other jurisdictions in which we operate could be placed on the list of non-cooperative jurisdictions in the future. We are a Bermuda exempted company with our headquarters in Bermuda and we have subsidiaries organized in Bermuda. Additionally, a majority of our subsidiaries are Marshall Islands entities.
Our business could be harmed by trade tariffs, trade embargoes or other economic sanctions by the U.S., the European Union or other countries against Russia, companies with Russian connections or the Russian energy sector and harmed by any retaliatory measures by Russia or other countries in response.
Our business could be harmed by trade tariffs, trade embargoes or other economic sanctions by the U.S., the European Union or other countries against Russia, companies with Russian connections or the Russian energy sector, or by any retaliatory measures by Russia or other countries in response.
As a result, new hubs and new routes for cocaine smuggling have emerged, and seizures by law enforcement agencies are reaching record highs around the world. Many of these seizures have a direct impact on merchant ships.
As a result, new hubs and new routes for cocaine and narcotics smuggling have emerged, and seizures by law enforcement agencies are reaching record highs around the world. Many of these seizures have a direct impact on merchant ships.
Any such attacks could lead to, among other things, bodily injury or loss of life, vessel or other property damage, increased vessel operational costs, including insurance costs, and the inability to transport oil to or from certain locations.
Any such hostility or attacks could lead to, among other things, bodily injury or loss of life, vessel or other property damage, increased vessel operational costs, including insurance costs, and the inability to transport oil to or from certain locations.
We evaluate the investment in our equity-accounted joint venture for impairment when events or circumstances indicate that the carrying value of such investment may have experienced an other-than-temporary decline in value below its carrying value.
We evaluate an investment in an equity-accounted joint venture for impairment when events or circumstances indicate that the carrying value of such investment may have experienced an other-than-temporary decline in value below its carrying value.
Changes to the United Kingdom tonnage tax or corporate tax regimes applicable to us, or to the interpretation thereof, may impact our future operating results. In November 2024, Teekay Tankers subsidiaries elected jointly as a group to participate in the United Kingdom tonnage tax regime and, following the group's admission, is eligible for this regime for an initial eight-year period.
Changes to the United Kingdom tonnage tax or corporate tax regimes applicable to us, or to the interpretation thereof, may impact our future operating results. In November 2024, Teekay Tankers' subsidiaries elected jointly as a group to participate in the United Kingdom tonnage tax regime and, following the group's admission, is eligible for this regime for an initial eight-year period.
Tax Risks • U.S. tax authorities could treat us as a “passive foreign investment company,” which could have adverse U.S. federal income tax consequences to our U.S. shareholders and other adverse consequences to us and all of our shareholders. • The imposition of taxes, including as a result of any change in tax law or accounting requirements, may reduce our cash available for distribution to shareholders, cash flows and results of operations. • We are subject to taxation in Bermuda and changes to Bermuda tax policies may impact our financial position. • Changes to the United Kingdom tonnage tax or corporate tax regimes applicable to us, or to the interpretation thereof, may impact our future operating results.
Tax Risks • U.S. tax authorities could treat us as a “passive foreign investment company”, which could have adverse U.S. federal income tax consequences to our U.S. shareholders and other adverse consequences to us and all of our shareholders. • The imposition of taxes, including as a result of any change in tax law or accounting requirements, may reduce our cash available for distribution to shareholders, cash flows and results of operations. • We are subject to taxation in Bermuda and changes to Bermuda tax policies may impact our financial position. • Changes to the United Kingdom tonnage tax or corporate tax regimes applicable to us, or to the interpretation thereof, may impact our future operating results.
However, under the tonnage tax rules, which are part of the normal corporate tax regime in the United Kingdom, the taxable income of a qualifying shipping operation such as that of the Teekay Tankers tonnage tax group is instead calculated based on the net registered tonnage of the qualifying seagoing vessels that the Teekay Tankers tonnage tax group owns, charters or manages that generate income from shipping activities.
However, under the tonnage tax rules, which are part of the normal corporate tax regime in the United Kingdom, the taxable income of a qualifying shipping operation such as that of the Teekay Tankers tonnage tax group is instead calculated based on the net registered tonnage of the qualifying seagoing vessels that the Teekay Tankers tonnage tax group owns, charters or, in some cases, manages that generate income from shipping activities.
We continue to evaluate the impact of these rules and assess whether to take any available mitigating actions to reduce the potential impact under the current Pillar Two rules. Additionally, changes in our operations or ownership could result in additional tax being imposed on us or on our subsidiaries in jurisdictions in which operations are conducted.
We continue to monitor the development and evaluate the impact of these rules and assess whether to take any available mitigating actions to reduce the potential impact under the current Pillar Two rules. Additionally, changes in our operations or ownership could result in additional tax being imposed on us or on our subsidiaries in jurisdictions in which operations are conducted.
As at December 31, 2024, we were in compliance with these requirements. However, a decline in the market value of these tankers may result in a default under the credit facility (or any future financing agreements) or may require us to prepay portions of the outstanding principal or pledge additional collateral to avoid a default.
As at December 31, 2025, we were in compliance with these requirements. However, a decline in the market value of these tankers may result in a default under the credit facility (or any future financing agreements) or may require us to prepay portions of the outstanding principal or pledge additional collateral to avoid a default.
Exposure to interest rate fluctuations will result in fluctuations in our cash flows and operating results. As of December 31, 2024, no principal amount was outstanding under our revolving credit facility, which facility bears interest based on the Secured Overnight Financing Rate (or SOFR ), a variable, floating rate.
Exposure to interest rate fluctuations will result in fluctuations in our cash flows and operating results. As of December 31, 2025, no principal amount was outstanding under our revolving credit facility, which facility bears interest based on the Secured Overnight Financing Rate (or SOFR ), a variable, floating rate.
In addition, vessel value declines may result in impairment charges against our earnings. As of December 31, 2024, our revolving credit facility contained loan-to-value financial covenants tied to the value of the vessels that collateralize the credit facility. We are required to maintain a vessel value to outstanding loan principal balance ratio of 125%.
In addition, vessel value declines may result in impairment charges against our earnings. As of December 31, 2025, our revolving credit facility contained loan-to-value financial covenants tied to the value of the vessels that collateralize the credit facility. We are required to maintain a vessel value to outstanding loan principal balance ratio of 125%.
However, any hedging activities entered into by us may not be effective in mitigating our interest rate risk from our variable rate indebtedness. Returns on our cash investments and the value of any marketable securities in which we may invest could be adversely affected by changes in interest rates.
However, any hedging activities entered into by us may not be effective in mitigating our interest rate risk from our variable rate indebtedness. Returns on our cash and short-term investments and the value of any marketable securities in which we may invest could be adversely affected by changes in interest rates.
Global financial markets and economic conditions have been, and continue to be, volatile. Global economic growth is expected to remain below pre-pandemic average levels during 2025. Economic downturns may affect our customers’ ability to charter our vessels and pay for our services and may adversely affect our business and results of operations.
Global financial markets and economic conditions have been, and continue to be, volatile. Global economic growth is expected to remain below pre-pandemic average levels during 2026. Economic downturns may affect our customers’ ability to charter our vessels and pay for our services and may adversely affect our business and results of operations.
As a result, our business, financial condition and results of operations could be adversely affected. Over time, the value of our vessels may decline, which could adversely affect our existing loans and other financial obligations we may incur in the future, our ability to obtain new financing or our operating results.
As a result, our business, financial condition and results of operations could be adversely affected. Over time, the value of our vessels may decline, which could adversely affect our existing loan and other financial obligations we may incur in the future, our ability to obtain new financing or our operating results.
Countries that do not adequately cooperate with the finance ministers are placed on a list of non-cooperative jurisdictions for tax purposes. As of December 31, 2024, neither Bermuda nor the Marshall Islands were listed by the European Union on the list of non-cooperative jurisdictions.
Countries that do not adequately cooperate with the finance ministers are placed on a list of non-cooperative jurisdictions for tax purposes. As of December 31, 2025, neither Bermuda nor the Marshall Islands were listed by the European Union on the list of non-cooperative jurisdictions.
We may have to pay dry-docking costs if our insurance does not cover them in full. The total loss of any of our vessels could harm our reputation as a safe and reliable vessel owner and operator.
We may have to pay dry-docking costs if our insurance does not cover them in part or in full. The total loss of any of our vessels could harm our reputation as a safe and reliable vessel owner and operator.
To fund our existing and future debt or future financial obligations and capital expenditures, we may be required to use our existing liquidity or cash from operations, incur borrowings, raise capital through the sale of assets or ownership interests in certain assets or our joint venture entity, issue debt or additional equity securities and/or seek to access other financing sources.
To fund our existing and future debt or future financial obligations and capital expenditures, we may be required to use our existing liquidity or cash from operations, incur borrowings, raise capital through the sale of assets or ownership interests in certain assets, issue debt or additional equity securities and/or seek to access other financing sources.
For example, these financing arrangements may restrict our ability to: • incur additional indebtedness and guarantee indebtedness; • pay dividends or make other distributions or repurchase or redeem our share capital; • prepay certain debt; • issue certain preferred shares or similar equity securities; • make loans and investments; • enter into a new line of business; • incur or permit certain liens to exist; • enter into transactions with affiliates; • create unrestricted subsidiaries; • transfer, sell, convey or otherwise dispose of assets; • make certain acquisitions and investments; • enter into agreements restricting our subsidiaries’ ability to pay dividends; and • consolidate, merge or sell all or substantially all of our assets.
For example, these financing arrangements may restrict our ability to: • incur additional indebtedness and guarantee indebtedness; • pay dividends or make other distributions or repurchase or redeem our share capital; • prepay certain debt; • issue certain preferred shares or similar equity securities; • make loans and investments; • enter into a new line of business; • incur or permit certain liens to exist; • enter into transactions with affiliates; • create unrestricted subsidiaries; • transfer, sell, convey or otherwise dispose of assets; 14 Table of Conten t s • make certain acquisitions and investments; • enter into agreements restricting our subsidiaries’ ability to pay dividends; and • consolidate, merge or sell all or substantially all of our assets.
In addition to the EU ETS, the introduction of the FuelEU Maritime regulation by the European Union as of January 1, 2025, will require us to pay a financial penalty in relation to certain voyages which call on EU or EEA ports when not using low emission intensity fuels.
In addition to the EU ETS, the introduction of the FuelEU Maritime regulation by the European Union as of January 1, 2025, requires us to pay a financial penalty in relation to certain voyages which call on EU or EEA ports when not using low emission intensity fuels.
A collapse or bankruptcy of any of the financial institutions in which or through which we hold or invest our cash reserves, or rumors or the appearance of any such potential collapse or bankruptcy, might prevent us from accessing all or a portion of our cash and cash equivalents for an uncertain period of time, if at all.
A collapse or bankruptcy of any of the financial institutions in which or through which we hold or invest our cash reserves, or rumors or the appearance of any such potential collapse or bankruptcy, might prevent us from accessing all or a portion of our cash, cash equivalents and short-term investments for an uncertain period of time, if at all.
An accident involving any of our vessels could result in any of the following: • significant litigation with our customers or other third parties; • death or injury to persons, loss of property or damage to the environment and natural resources; • delays in the delivery of cargo; • liabilities or costs to recover any spilled oil or other petroleum products and to restore the environment affected by the spill; • loss of revenues from charters; • governmental fines, penalties, or restrictions on conducting business; • higher insurance rates; and • damage to our reputation and customer relationships generally.
An accident involving any of our vessels could result in any of the following: • significant litigation with our customers or other third parties; • death or injury to persons, loss of property or damage to the environment and natural resources; • delays in the delivery of cargo; 11 Table of Conten t s • liabilities or costs to recover any spilled oil or other petroleum products and to restore the environment affected by the spill; • loss of revenues from charters; • governmental fines, penalties, or restrictions on conducting business; • higher insurance rates; and • damage to our reputation and customer relationships generally.
Exposure to currency exchange rate fluctuations could result in fluctuations in our cash flows and operating results. Our primary economic environment is the international shipping market, which utilizes the U.S. Dollar as its functional currency. Consequently, virtually all of our revenues and the majority of our expenses are in U.S. Dollars.
Exposure to currency exchange rate fluctuations could result in fluctuations in our cash flows and operating results. Our primary economic environment is the international shipping market, which utilizes the U.S. Dollar as its functional currency. Consequently, the majority of our revenues and expenses are in U.S.
In addition, our debt agreements require us to comply with certain financial covenants. Our ability to comply with covenants and restrictions contained in debt agreements may be affected by events beyond our control, including prevailing economic, financial and industry conditions. If any such events were to occur, we may fail to comply with these covenants.
In addition, our debt agreement requires us to comply with certain financial covenants. Our ability to comply with covenants and restrictions contained in debt agreements may be affected by events beyond our control, including prevailing economic, financial and industry conditions. If any such events were to occur, we may fail to comply with these covenants.
The Bermuda CIT Act applies only to Bermuda entities that are part of multi-national enterprise groups with €750 million or more in annual revenues in at least two of the four fiscal years immediately preceding the fiscal year in question (or Bermuda Constituent Entity Group ).
The Bermuda CIT Act applies only to Bermuda entities that are part of multinational enterprise groups with €750 million or more in annual revenues in at least two of the four fiscal years immediately preceding the fiscal year in question (or Bermuda Constituent Entity Group ).
These conflicts include, among others, the following situations: • our Chief Executive Officer, Chief Financial Officer and five of our directors also serve as executive officers or directors of Teekay.
These conflicts include, among others, the following situations: • our Chief Executive Officer, Chief Financial Officer and five of our directors (including our CEO) also serve as executive officers or directors of Teekay.
Key factors that influence demand for tanker capacity include: • supply of oil and oil products; • demand for oil and oil products; • regional availability of refining capacity; • global and regional economic and political conditions; • the distance oil and oil products are to be moved by sea; • demand for floating storage of oil; • changes in seaborne and other transportation patterns; • weather and natural disasters; • competition from alternative sources of energy; and • international sanctions, embargoes, import and export restrictions, trade protectionism and other barriers to trade, nationalizations and wars.
Key factors that influence demand for tanker capacity include: • supply of oil and oil products; • demand for oil and oil products; • regional availability of refining capacity; • global and regional economic and political conditions; • the distance oil and oil products are to be moved by sea; • demand for floating storage of oil; • changes in seaborne and other transportation patterns; • environmental and other legal and regulatory developments; • weather and natural disasters; • competition from alternative sources of energy; and • international sanctions, embargoes, import and export restrictions, tariffs, trade protectionism and other barriers to trade, nationalizations, and wars.
While we believe that lightering offers advantages over alternative methods of delivering crude oil to or from U.S. Gulf ports, our lightering revenues may be limited due to the availability of alternative methods. 17 Table of Conten t s Our full service lightering operations are subject to specific risks that could lead to accidents, oil spills or property damage.
While we believe that lightering offers advantages over alternative methods of delivering crude oil to or from U.S. Gulf ports, our lightering revenues may be limited due to the availability of alternative methods. Our full service lightering operations are subject to specific risks that could lead to accidents, oil spills or property damage.
For example, the conflict in Ukraine has resulted in missile attacks on commercial vessels in the Black Sea, and since December 2023, Houthi rebels in Yemen have carried out numerous attacks on vessels in the Red Sea area resulting in many shipping companies routing their vessels away from the Red Sea, which has affected trading patterns, rates and expenses.
For example, the conflict in Ukraine continues to include missile attacks on commercial vessels in the Black Sea, and since December 2023, Houthi rebels in Yemen have carried out numerous attacks on vessels in the Red Sea area resulting in many shipping companies routing their vessels away from the Red Sea, which has affected trading patterns, rates and expenses.
In addition, we may rely on an exemption to be deemed non-resident in Canada for Canadian tax purposes under subsection 250(6) of the Canada Income Tax Act for (i) corporations whose principal business is international shipping and that derive all or substantially all of their revenue from international shipping, and (ii) corporations that are holding companies that have over half of the cost base of their investments in eligible international shipping subsidiaries and receive substantially all of their revenue as dividends from those eligible international shipping subsidiaries are exempt under subsection 250(6).
In addition, we 24 Table of Conten t s may rely on an exemption to be deemed non-resident in Canada for Canadian tax purposes under subsection 250(6) of the Canada Income Tax Act for (i) corporations whose principal business is international shipping and that derive all or substantially all of their revenue from international shipping, and (ii) corporations that are holding companies that have over half of the cost base of their investments in eligible international shipping subsidiaries and receive substantially all of their revenue as dividends or interest from those eligible international shipping subsidiaries are exempt under subsection 250(6).
The collapse of a financial institution may occur very rapidly. Any material limitation on our ability to access our cash and cash equivalents could adversely affect our liquidity, results of operations and ability to meet our obligations.
The collapse of a financial institution may occur very rapidly. Any material limitation on our ability to access our cash, cash equivalents and short-term investments could adversely affect our liquidity, results of operations and ability to meet our obligations.
If (a) the supply of scrubber-fitted vessels increases, (b) the differential between the cost of high sulfur fuel oil and low sulfur fuel oil is high and (c) charterers prefer such vessels over our vessels to the extent they do not have scrubbers, demand for our vessels may be reduced and our ability to time charter-out our vessels at competitive rates may be impaired, which may have a material adverse effect on our business, financial condition and results of operations.
If (a) the supply of scrubber-fitted vessels increases, (b) the differential between the cost of high sulfur fuel oil and low sulfur fuel oil is high and (c) charterers prefer such vessels over our vessels to the extent they do not have 16 Table of Conten t s scrubbers, demand for our vessels may be reduced and our ability to charter out our vessels at competitive rates may be impaired, which may have a material adverse effect on our business, financial condition and results of operations.
Legal and Regulatory Risks We are bound to adhere to sanctions from many jurisdictions including the U.S., United Kingdom, European Union and Canada due to our domicile and location of offices. The U.S. has imposed sanctions on several countries or regions such as Cuba, North Korea, Syria, Iran and Ukraine's Crimea, Luhansk and Donetsk regions.
Legal and Regulatory Risks We are bound to adhere to sanctions from many jurisdictions, including the U.S., United Kingdom, European Union and Canada, due to our domicile and location of offices. The U.S. continues to impose sanctions on several countries or regions such as Cuba, North Korea, Syria, Iran, Russia and Ukraine's Crimea, Luhansk and Donetsk regions.
For further information about our financial instruments as at December 31, 2024 that are sensitive to changes in interest rates, please read "Item 11 - Quantitative and Qualitative Disclosures About Market Risk". Our cash and cash equivalents are exposed to credit risk, which may be adversely affected by market conditions, interest rates and failures of financial institutions.
For further information about our financial instruments as at December 31, 2025 that are sensitive to changes in interest rates, please read "Item 11 - Quantitative and Qualitative Disclosures About Market Risk". Our cash, cash equivalents and short-term investments are exposed to credit risk, which may be adversely affected by market conditions, interest rates and failures of financial institutions.
Some investors might decide not to invest in us simply because we previously called on, or through our participation in RSAs previously received revenue from calls on, ports in these sanctioned countries. Any such investor reaction could adversely affect the market for our common shares. Failure to comply with the U.S.
Some investors might decide not to invest in us simply because we previously called on, or through our participation in RSAs previously received revenue from calls on, ports in these sanctioned countries. Any such investor reaction could adversely affect the market for our common shares.
During 2024 and 2023, approximately 93.9% and 94.0%, respectively, of our aggregated net revenues from voyage charters and time charters were derived from vessels operating in the spot tanker market, either directly or by means of participation in RSAs (which includes vessels operating under full service lightering (or FSL ) contracts and charters with an initial term of less than one year).
During 2025 and 2024, approximately 93.1% and 93.9%, respectively, of our aggregated net revenues from voyage charters and time charters were derived from vessels operating in the spot tanker market, either directly or by means of participation in RSAs (which includes vessels operating under full service lightering contracts and charters with an initial term of less than one year).
Generally, requisitions occur during a period of war or emergency. Government requisition of one or more of our vessels could adversely affect our business, results of operations and financial condition. 12 Table of Conten t s Risks Related to Our Business Economic downturns, including disruptions in the global credit markets, could adversely affect our ability to grow.
Generally, requisitions occur during a period of war or emergency. Government requisition of one or more of our vessels could adversely affect our business, results of operations and financial condition. Risks Related to Our Business Economic downturns, including disruptions in the global credit markets, could adversely affect our ability to grow.
Key factors that influence the supply of tanker capacity include: • the number of newbuilding deliveries; • the scrapping rate of older vessels; • conversion of tankers to other uses; • the number of vessels that are out of service; • environmental concerns and regulations; and • international sanctions.
Key factors that influence the supply of tanker capacity include: • the number of newbuilding deliveries; • the scrapping rate of older vessels; • conversion of tankers to other uses; • the price of steel and other raw materials; • the number of vessels that are out of service; • environmental concerns and regulations; and • international sanctions.
To the extent that such 24 Table of Conten t s changes were to be implemented or we do not continue to meet the applicable qualification requirements, we may be required to pay higher income tax in the United Kingdom and this may adversely impact our financial condition and results of operations.
To the extent that such changes were to be implemented or we do not continue to meet the applicable qualification requirements, we may be required to pay higher income tax in the United Kingdom and this may adversely impact our financial condition and results of operations.
As approximately 60% of our fleet is currently aged 15 years and older, we anticipate we may need to accelerate our fleet renewal in the coming years.
As approximately 65% of our fleet is currently aged 15 years and older, we anticipate that we may need to accelerate our fleet renewal in the coming years.
Any such violation could result in substantial fines, sanctions, civil and/or criminal penalties, or curtailment of operations in certain jurisdictions, and might adversely affect our business, results of operations or financial condition. In addition, actual or alleged violations could damage our reputation and ability to do business.
Any such violation could result in substantial fines, sanctions, civil and/or criminal penalties, or curtailment of operations in certain jurisdictions, and might adversely affect our business, results of operations or financial condition. In addition, actual or alleged violations 20 Table of Conten t s could damage our reputation and ability to do business.
Hostilities in Ukraine, the Middle East (including the Israel-Hamas war) and elsewhere may lead to additional armed conflicts or to further acts of terrorism and civil disturbance in the U.S. or elsewhere, which may contribute further to economic instability and disruption of oil production and distribution, which could result in reduced demand for our services and have an adverse impact on our operations and our ability to conduct business.
Hostilities in Ukraine, the Middle East (including, among others, the recent U.S., Israel and Iran conflict) and elsewhere may lead to additional armed conflicts or to further acts of terrorism and civil disturbance in the U.S. or elsewhere, which may contribute further to economic instability and disruption of oil production and distribution, which could result in reduced demand for our services and have an adverse impact on our operations and our ability to conduct business.
Any inability to prevent security breaches (including the inability of our third-party vendors, suppliers or counterparties to prevent security breaches) could also cause existing customers to lose confidence in our information systems and harm our reputation, cause losses to us or our customers, damage our reputation and increase our costs.
Any inability to prevent security breaches (including the inability of our third-party vendors, suppliers or counterparties to prevent security breaches) could also cause existing customers to 22 Table of Conten t s lose confidence in our information systems and harm our reputation, cause losses to us or our customers, damage our reputation and increase our costs.
Even if our insurance coverage is adequate to cover our losses, we may not be able to obtain a timely replacement vessel in the event of a total loss of a vessel. 16 Table of Conten t s We may be unable to procure adequate insurance coverage at commercially reasonable rates in the future.
Even if our insurance coverage is adequate to cover our losses, we may not be able to obtain a timely replacement vessel in the event of a total loss of a vessel. We may be unable to procure adequate insurance coverage at commercially reasonable rates in the future.
As our business is the transportation of crude oil and refined oil products on behalf of oil majors, oil traders and other customers, any significant decrease in demand for the cargo we transport could adversely affect demand for our vessels and services.
As our business is the transportation of crude oil and refined oil 12 Table of Conten t s products on behalf of oil majors, oil traders and other customers, any significant decrease in demand for the cargo we transport could adversely affect demand for our vessels and services.
As of December 2022 for crude oil, and February 2023 for petroleum products, the U.S., European Union and United Kingdom in particular have also prohibited the provision of financial, legal, brokering, shipping and insurance services to any person of any nationality carrying Russian origin oil unless it is at or below a stated cap (currently $60 per barrel for crude oil and $100 per barrel for petroleum products).
As of December 2022 for crude oil, and February 2023 for petroleum products, the U.S., European Union and United Kingdom in particular have also prohibited the provision of financial, legal, brokering, shipping and insurance services to any person of any nationality carrying Russian origin oil unless it is at or below a stated cap (currently $44.10 per barrel for crude oil and $100 per barrel for petroleum products), which is reviewed every six months.
For example, as of January 1, 2024, the European Union expanded the existing EU Emissions Trading System (or EU 20 Table of Conten t s ETS ) to include carbon dioxide (or CO2 ) emissions from vessels of 5,000 gross tonnage and above.
For example, as of January 1, 2024, the European Union expanded the existing EU Emissions Trading System (or EU ETS ) to include carbon dioxide (or CO2 ) emissions from vessels of 5,000 gross tonnage and above.
Any of these events could have a material adverse effect on our business, financial condition, and operating results, and the associated costs could exceed our insurance coverage. 11 Table of Conten t s If our vessels suffer damage, they may need to be repaired at a dry-docking facility. The costs of dry-dock repairs are unpredictable and may be substantial.
Any of these events could have a material adverse effect on our business, financial condition, and operating results, and the associated costs could exceed our insurance coverage. If our vessels suffer damage, they may need to be repaired and spend time at a dry-docking facility. The costs of dry-dock repairs are unpredictable and may be substantial.
Detentions of vessels and crew members are possible when cocaine is discovered, leading to operational delays, lengthy legal proceedings, psychological impacts on employees and associated costs.
Detentions of vessels and crew members are possible when cocaine or certain narcotics are discovered, leading to operational delays, lengthy legal proceedings, psychological impacts on employees and associated costs.
Because we are organized under the laws of Bermuda, it may be difficult to enforce judgments against us, our directors or our management. 22 Table of Conten t s We are organized under the laws of Bermuda, and all of our assets are located outside of the U.S.
Because we are organized under the laws of Bermuda, it may be difficult to enforce judgments against us, our directors or our management. We are organized under the laws of Bermuda, and substantially all of our assets are located outside of the U.S.
Due to our involvement in the spot-charter market, declining spot rates in a given period generally will result in corresponding declines in our operating results for that period. 10 Table of Conten t s The spot-charter market is highly volatile and fluctuates based upon tanker and oil supply and demand.
Due to our involvement in the spot-charter market, declining spot rates in a given period generally will result in corresponding declines in our operating results for that period. The spot-charter market is highly volatile and fluctuates based upon tanker and oil supply and demand.
We rely on what we believe are industry-accepted security measures and technology in seeking to secure confidential and proprietary information maintained on our information systems and to protect our assets. However, these measures and technology may not adequately prevent security breaches or cyber-attacks.
Information systems are vulnerable to security breaches and other attacks by computer hackers and cyber terrorists. We rely on what we believe are industry-accepted security measures and technology in seeking to secure confidential and proprietary information maintained on our information systems and to protect our assets. However, these measures and technology may not adequately prevent security breaches or cyber-attacks.
As of December 31, 2024, we had no outstanding long-term debt, and $254.0 million was available to us under our revolving credit facility. We will continue to have the ability to incur additional debt, subject to limitations in our revolving credit facility.
As of December 31, 2025, we had no outstanding long-term debt, and $171.7 million was available to us under our revolving credit facility. We will continue to have the ability to incur additional debt, subject to limitations in our revolving credit facility.
As a result of the redomiciliation of Teekay Tankers to Bermuda on October 1, 2024, the provisions of the Bermuda CIT Act apply to tax years starting on January 1, 2025 to the Teekay Tankers Bermuda Constituent Entity Group on the assessment of income, profits, withholding, capital gains or capital transfers, which may result in a tax being payable, depending on the nature of such income, profits or gains.
As a result of the redomiciliation of Teekay Tankers to Bermuda on October 1, 2024, the provisions of the Bermuda CIT Act apply to tax years starting on January 1, 2025 to our Bermuda Constituent Entity Group, which may result in corporate income tax being payable, depending on the nature of our income, profits or gains.
For example, various governments and organizations such as the European Union and Organization for Economic Co-operation and Development (or the OECD ) are increasingly focused on tax reform and other legislative or regulatory action to increase tax revenue.
For example, various governments and organizations such as the European Union and the OECD are increasingly focused on tax reform and other legislative or regulatory action to increase tax revenue.
There is no guarantee that the tonnage tax regime will not be reversed or that other forms of taxation will not be imposed, such as, among other things, a global minimum tax, a carbon tax or emissions trading system in the context of the discouragement of the use of fossil fuels.
There is no guarantee that the tonnage tax regime will not be reversed or that other forms of taxation will not be imposed, such as, among other things, further or amended taxes imposing the global minimum effective tax rate rules, a carbon tax or emissions trading system in the context of the discouragement of the use of fossil fuels.
The frequency and severity of unmanned aerial vehicle, drone and missile attacks in the southern Red Sea have risen significantly. There has also been an escalation in the Straits of Malacca and Singapore in the number of piracy incidents year on year.
The frequency and severity of unmanned aerial vehicle, drone, missile, and navigation interference related attacks in the southern Red Sea have risen significantly. There has also been an escalation in the Straits of Malacca and Singapore in the number of theft and armed robbery incidents year on year.
In addition, pandemics, epidemics and other public health crises may result in a significant decline in global demand for crude oil and refined petroleum products, as was the case during the COVID-19 pandemic.
Such measures could cause severe trade disruptions. In addition, pandemics, epidemics and other public health crises may result in a significant decline in global demand for crude oil and refined petroleum products, as was the case during the COVID-19 pandemic.
Our expected primary liquidity needs in the next few years are to make scheduled repayments of debt, in addition to paying debt servicing costs, operating expenses, dry-docking expenditures, costs associated with modifications to our vessels, vessel acquisitions, funding our other working capital requirements, providing funding to our equity-accounted joint venture from time to time and dividends on equity and/or repurchases of shares as and if determined by our Board of Directors.
Our expected primary liquidity needs in the next few years are to pay for operating expenses, dry-docking expenditures, costs associated with modifications to our vessels, vessel acquisitions, funding our other working capital requirements, scheduled repayments of debt, debt servicing costs and dividends on equity and/or repurchases of shares as and if determined by our Board of Directors.
However, we incur certain voyage expenses, vessel operating expenses, dry-docking expenditures and general and administrative expenses in foreign currencies, the most significant of which are the Australian Dollar, Canadian Dollar, Singapore Dollar, British Pound, Euro, Philippine Peso and Japanese Yen.
Dollars, with the exception of our Australian operations which earn revenues and incur expenses primarily in Australian Dollars. However, we incur certain voyage expenses, vessel operating expenses, dry-docking expenditures and general and administrative expenses in foreign currencies, the most significant of which are the Canadian Dollar, Singapore Dollar, British Pound, Euro, Philippine Peso and Japanese Yen.
The charter hire rates and the value and operational life of a vessel are determined by a number of factors, including the vessel’s efficiency, operational flexibility and physical life. Efficiency includes speed, fuel economy and the ability to load and discharge cargo quickly.
Technological innovation could reduce our charter hire income and the value and operational lives of our vessels. The charter hire rates and the value and operational life of a vessel are determined by a number of factors, including the vessel’s efficiency, operational flexibility and physical life. Efficiency includes speed, fuel economy and the ability to load and discharge cargo quickly.

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Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeVessel Capacity (dwt) Built Employment Daily Rate Expiration of Charter Blackcomb Spirit 109,000 2010 Spot — — Emerald Spirit 109,000 2009 Spot — — Garibaldi Spirit 109,000 2009 Spot — — Orchid Spirit 112,800 2021 Spot — — Peak Spirit 104,600 2011 Spot — — Tarbet Spirit 107,500 2009 Time charter $49,750 May 2025 Whistler Spirit 109,000 2010 Spot — — Yamato Spirit 107,600 2008 Spot — — Total Capacity 868,500 The following table provides additional information about our owned LR2 product tankers as of March 1, 2025, all of which are Bahamian-flagged. 27 Table of Conten t s Vessel Capacity (dwt) Built Employment Daily Rate Expiration of Charter Galway Spirit (1) 105,200 2007 Spot — — Hovden Spirit 105,300 2012 Spot — — Leyte Spirit 109,700 2011 Spot — — Limerick Spirit 105,200 2007 Spot — — Luzon Spirit 109,600 2011 Spot — — Sebarok Spirit 109,600 2011 Spot — — Seletar Spirit 109,000 2010 Spot — — Trysil Spirit 105,300 2012 Spot — — Total Capacity 858,900 (1) In March 2025, we entered into an agreement to sell the Galway Spirit, which is expected to be delivered to its purchaser during the first quarter of 2025.
Biggest changeVessel Capacity (dwt) Built Employment Daily Rate Expiration of Charter Hovden Spirit 105,300 2012 Spot — — Leyte Spirit 109,700 2011 Spot — — Luzon Spirit 109,600 2011 Spot — — Sebarok Spirit 109,600 2011 Spot — — Seletar Spirit 109,000 2010 Spot — — Semakau Spirit 115,600 2019 Spot — — Trysil Spirit 105,300 2012 Time charter $34,350 January 2027 Total Capacity 764,100 The following table provides additional information about our VLCC oil tanker as of March 1, 2026, which is Marshall Islands-flagged.
Item 4. Information on the Company A. History and Development of the Company Teekay Tankers Ltd. ("we," "us," or "the Company) is an international provider of marine transportation to global oil industries. We were formed as a Marshall Islands corporation in October 2007 by Teekay Corporation Ltd.
Item 4. Information on the Company A. History and Development Teekay Tankers Ltd. ("we," "us," or "the Company) is an international provider of marine transportation to global oil industries. We were formed as a Marshall Islands corporation in October 2007 by Teekay Corporation Ltd.
Health, Safety and Environmental Program milestones include the roll-out of the Environmental Leadership Program (2005), Safety in Action (2007), Quality Assurance and Training Officer Program (2008), Operational Leadership-The Journey (2010), Significant Incident Potential (2015), Navigation Handbook (2016), Risk Tool Handbook (2017), Safety Management System upgrade (2018), Fleet Training Officer (or FTO ) Program (2021) and Cargo Procedures handbook (2022).
Health, Safety and Environmental Program milestones include the roll-out of the Environmental Leadership Program (2005), Safety in Action (2007), Quality Assurance and Training Officer Program (2008), Operational Leadership - The Journey (2010), Significant Incident Potential (2015), Navigation Handbook (2016), Risk Tool Procedure (2017), Safety Management System upgrade (2018), Fleet Training Officer (or FTO ) Program (2021) and Cargo Procedures handbook (2022).
Marshall Islands Taxation Because our controlled affiliates do not, and assuming that they will not, conduct business, operations, or transactions in the Marshall Islands, our controlled affiliates will not be subject to taxation under the current laws of the Marshall Islands, other than taxes, fines, or fees due to (i) the incorporation, dissolution, continued existence, merger, domestication (or similar concepts) of legal entities registered in the Marshall Islands, (ii) filing certificates (such as certificates of incumbency, merger, or redomiciliation) with the Marshall Islands registrar, (iii) obtaining certificates of good standing from, or certified copies of documents filed with, the Marshall Islands registrar, (iv) compliance with Marshall Islands law concerning vessel ownership, such as tonnage tax, or (v) non-compliance with economic substance regulations or with requests made by the Marshall Islands Registrar of Corporations relating to our books and records and the books and records of our subsidiaries.
Marshall Islands Taxation Because our Marshall Islands subsidiaries do not, and assuming that they will not, conduct business, operations, or transactions in the Marshall Islands, our Marshall Islands subsidiaries will not be subject to taxation under the current laws of the Marshall Islands, other than taxes, fines, or fees due to (i) the incorporation, dissolution, continued existence, merger, domestication (or similar concepts) of legal entities registered in the Marshall Islands, (ii) filing certificates (such as certificates of incumbency, merger, or redomiciliation) with the Marshall Islands registrar, (iii) obtaining certificates of good standing from, or certified copies of documents filed with, the Marshall Islands registrar, (iv) compliance with Marshall Islands law concerning vessel ownership, such as tonnage tax, or (v) non-compliance with economic substance regulations or with requests made by the Marshall Islands Registrar of Corporations relating to our books and records and the books and records of our subsidiaries.
Please read "Note 9 - Long-Term Debt" included in "Item 18 – Financial Statements" included in this Annual Report for information with respect to major encumbrances against our vessels. Business Strategies Our primary business strategies include the following: • Expand our fleet through accretive acquisitions.
Please read "Note 9 - Long-Term Debt" included in "Item 18 – Financial Statements" included in this Annual Report for information with respect to major encumbrances against our vessels. Business Strategies Our primary business strategies include the following: • Expand our fleet through acquisitions.
From July 1, 2019, vessels engaged on international voyages (except tankers) that are equipped to connect to shore power must use shore power if they berth for more than three hours (or for more than two hours for inland river control areas) in berths with shore supply capacity in the coastal control areas. 37 Table of Conten t s From January 1, 2020, all vessels navigating within the Chinese mainland territorial coastal DECAs should use marine fuel with a maximum 0.5% m/m sulfur cap.
From July 1, 2019, vessels engaged on international voyages (except tankers) that are equipped to connect to shore power must use shore power if they berth for more than three hours (or for more than two hours for inland river control areas) in berths with shore supply capacity in the coastal control areas. 38 Table of Conten t s From January 1, 2020, all vessels navigating within the Chinese mainland territorial coastal DECAs should use marine fuel with a maximum 0.5% m/m sulfur cap.
As part of our ISM Code compliance, all of the vessels’ safety management certificates are maintained through ongoing internal audits performed by certified internal auditors and intermediate audits performed by DNV.
As part of our ISM Code compliance, all of the vessels’ safety management certificates are maintained through ongoing internal audits performed by certified internal auditors and intermediate and renewal audits performed by DNV.
The data collected for 2024 has been submitted to authorized verifiers for confirmation and this process is expected to be completed by the end of June 2025. IMO regulations required that as of January 1, 2015, all vessels operating within ECAs worldwide recognized under MARPOL Annex VI must comply with 0.10% sulfur requirements.
The data collected for 2025 has been submitted to authorized verifiers for confirmation and this process is expected to be completed by the end of June 2026. IMO regulations required that as of January 1, 2015, all vessels operating within ECAs worldwide recognized under MARPOL Annex VI must comply with 0.10% sulfur requirements.
In addition, our vessels are also escorted through the Nigerian Exclusive Economic Zone (or EEZ ) for calling at some ports of Cameroon and Equatorial Guinea, which are close to the Nigerian EEZ. Our vessels comply with the recommendations of Best Management Practices for West Africa. C. Organizational Structure As of March 1, 2025, Teekay Corporation Ltd.
In addition, our vessels are also escorted through the Nigerian Exclusive Economic Zone (or EEZ ) for calling at some ports of Cameroon and Equatorial Guinea, which are close to the Nigerian EEZ. Our vessels comply with the recommendations of Best Management Practices for West Africa. C. Organizational Structure As of March 1, 2026, Teekay Corporation Ltd.
Currently, ships above 5,000 gross tonnage transporting cargo or passengers for commercial use are required to submit a MRV report to the authorities. Under the new EU ETS scope for shipping, they will also be required to surrender EU allowances for their 2024 CO2 emissions by September 2025.
Currently, ships above 5,000 gross tonnage transporting cargo or passengers for commercial use are required to submit a MRV report to the authorities. Under the new EU ETS scope for shipping, they will also be required to surrender EU allowances for their 2025 CO2 emissions by September 2026.
As of December 31, 2024, we remain one of three active STS lightering businesses in the USG. We are one of the two providers in this group that provides a complete full service STS offering, which includes the availability of Aframax tonnage to provide shipment between shore and offshore.
As of December 31, 2025, we remain one of three active STS lightering businesses in the USG. We are one of the two providers in this group that provides a complete full service STS offering, which includes the availability of Aframax tonnage to provide shipment between shore and offshore.
Emission reports for the vessels which have carried out EU voyages have been submitted in the THETIS Database. Based on emission reports submitted in THETIS, a document of compliance has been issued and is placed onboard. The data for 2024 has been submitted and is currently under verification by DNV, our authorized verifier.
Emission reports for the vessels which have carried out EU voyages have been submitted in the THETIS Database. Based on emission reports submitted in THETIS, a document of compliance has been issued and is placed onboard. The data for 2025 has been submitted and is currently under verification by DNV, our authorized verifier.
The review is expected to be completed by end of April 2025 for all of our vessels. In addition to the EU-MRV data, from January 1, 2022, we have also started submitting data for UK-MRV which is a requirement for all vessels calling UK ports and waters.
The review is expected to be completed by end of April 2026 for all of our vessels. In addition to the EU-MRV data, from January 1, 2022, we have also started submitting data for UK-MRV which is a requirement for all vessels calling UK ports and waters.
Any income we earn that is treated as Effectively Connected Income would be subject to U.S. federal corporate income tax (which statutory rate as of the end of 2024 was 21%), and a 30% branch profits tax imposed under Section 884 of the Code.
Any income we earn that is treated as Effectively Connected Income would be subject to U.S. federal corporate income tax (which statutory rate as of the end of 2025 was 21%), and a 30% branch profits tax imposed under Section 884 of the Code.
We contracted with a class-approved hazardous materials company, Poly NDT Pte Ltd., to assist in the preparation of an Inventory of Hazardous Materials and with obtaining Statements of Compliance for our vessels. All our vessels were in compliance with IHM regulations as of December 31, 2024.
We contracted with a class-approved hazardous materials company, Poly NDT Pte Ltd., to assist in the preparation of an Inventory of Hazardous Materials and with obtaining Statements of Compliance for our vessels. All our vessels were in compliance with IHM regulations as of December 31, 2025.
Following the redomiciliation, we are a Bermuda exempted company and maintain our principal executive offices at 2nd Floor, Swan Building, 26 Victoria Street, Hamilton, HM 12, Bermuda. Our telephone number at such address is (441) 298-2530.
Following the redomiciliation, we are a Bermuda exempted company and maintain our principal executive office at 2nd Floor, Swan Building, 26 Victoria Street, Hamilton, HM 12, Bermuda. Our telephone number at such address is (441) 298-2530.
This has been verified as compliant on all of our ships for calendar years 2019 through 2023. A Confirmation of Compliance has been provided by the Ship's Flag State Administration / Recognized Organization on behalf of Flag State and is kept onboard.
This has been verified as compliant on all of our ships for calendar years 2019 through 2024. A Confirmation of Compliance has been provided by the Ship's Flag State Administration / Recognized Organization on behalf of Flag State and is kept onboard.
We leverage our reputation and operational expertise to further expand our operations in Australia with the consistent delivery of superior customer service. As part of our Australian operations, we provide marine services to the Commonwealth of Australia, energy companies and other third parties.
We leverage our reputation and operational expertise to further expand our operations in Australia with the consistent delivery of superior customer service. As part of our Australian operations, we provide marine services to the Australian government, energy companies and other third parties.
As a result, distributions by our controlled affiliates to us are not subject to Marshall Islands taxation. Other Taxation We and our subsidiaries are subject to taxation in certain non-U.S. jurisdictions because we or our subsidiaries are either organized, or conduct business or operations, in such jurisdictions.
As a result, distributions by our Marshall Islands subsidiaries to us are not subject to Marshall Islands taxation. Other Taxation We and our subsidiaries are subject to taxation in certain non-U.S. jurisdictions because we or our subsidiaries are either organized, or conduct business or operations, in such jurisdictions.
Our marine services business in Australia provides operations, supply, maintenance and engineering support and crewing and training services, primarily under long-term contracts with the Commonwealth of Australia, for 11 Australian government-owned vessels.
Our marine services business in Australia provides operations, supply, maintenance and engineering support, as well as crewing and training services, primarily under long-term contracts with the Commonwealth of Australia, for 11 Australian government-owned vessels.
The D-1 standard covers ballast water exchange while the D-2 standard covers ballast water treatment. Vessels were required to meet the discharge standard D-2 by installing an approved BWTS by September 8, 2024. Our fleet complies with the convention.
The D-1 standard covers ballast water exchange while the D-2 standard covers ballast water treatment. Vessels were required to meet the discharge standard D-2 by installing an approved ballast water treatment systems (or BWTS ) by September 8, 2024. Our fleet complies with the convention.
As a result of the redomiciliation of Teekay Tankers to Bermuda on October 1, 2024, the provisions of the Bermuda CIT Act apply from January 1, 2025 to the Teekay Tankers Bermuda Constituent Entity Group on the assessment of income, profits, withholding, capital gains or capital transfers, which may result in a tax being payable, depending on the nature of such income, profits or gains.
As a result of the redomiciliation of Teekay Tankers to Bermuda on October 1, 2024, the provisions of the Bermuda CIT Act apply from January 1, 2025 to our Bermuda Constituent Entity Group on the assessment of income, profits, withholding, capital gains or capital transfers, which may result in corporate income tax being payable, depending on the nature of our income, profits or gains.
OPA 90 and CERCLA permit individual U.S. states to impose their own liability regimes with regard to oil or hazardous substance pollution incidents occurring within their boundaries and some states have enacted legislation providing for unlimited strict liability for spills. Several coastal states 36 Table of Conten t s require state-specific evidence of financial responsibility and vessel response plans.
OPA 90 and CERCLA permit individual U.S. states to impose their own liability regimes with regard to oil or hazardous substance pollution incidents occurring within their boundaries and some states have enacted legislation providing for unlimited strict liability for spills. Several coastal states require state-specific evidence of financial responsibility and vessel response plans.
Although imports of crude oil into the U.S. have declined as a result of rising domestic crude oil production since 2018, we believe that the current demand 29 Table of Conten t s for import lightering has stabilized and is consistent with the dependency which U.S. refiners have on foreign oil that is most economically transported on larger VLCC and Suezmax vessels into the USG.
Although imports of crude oil into the U.S. have declined as a result of rising domestic crude oil production since 2018, we believe that the current demand for import lightering has stabilized and is consistent with the dependency which U.S. refiners have on foreign oil that is most economically transported on larger VLCC and Suezmax vessels into the USG.
Besides the IMO convention, ships sailing in U.S. waters are required to employ a type approved BWTS which is compliant with USCG regulations. 34 Table of Conten t s Cyber-related risks are operational risks that are appropriately assessed and managed as per the safety management requirements of the ISM Code.
Besides the IMO convention, ships sailing in U.S. waters are required to employ a type approved BWTS which is compliant with USCG regulations. Cyber-related risks are operational risks that are appropriately assessed and managed as per the safety management requirements of the ISM Code.
However, certain of our subsidiaries which have made special U.S. tax elections to be treated as partnerships or disregarded as entities separate from us for U.S. federal income tax purposes are potentially engaged in activities which could give rise to U.S. Source International Transportation Gross Income.
However, certain of our subsidiaries which have made special U.S. tax elections to be treated as partnerships or disregarded as entities separate from us for U.S. federal income tax purposes 41 Table of Conten t s are potentially engaged in activities which could give rise to U.S. Source International Transportation Gross Income.
Export-related crude accounted for around 70% of total USG lightering operations in 2024. We expect that the U.S. will continue crude production and exports, which provides a foundation of lightering demand for loading to VLCCs intended for export to Asia and, to a lesser degree, Europe.
Export-related crude accounted for around 63% of total USG lightering operations in 2025. We expect that the U.S. will continue crude production and exports, which provides a foundation of lightering demand for loading to VLCCs intended for export to Asia and, to a lesser degree, Europe.
Also, port state authorities of a vessel’s port of call are authorized under international conventions to undertake regular and spot checks of vessels visiting their jurisdiction. 32 Table of Conten t s Processes followed onboard are audited by either the flag state or the classification society acting on behalf of the flag state to ensure that they meet the requirements of the ISM Code.
Also, port state authorities of a vessel’s port of call are authorized under international conventions to undertake regular and spot checks of vessels visiting their jurisdiction. Processes followed onboard are audited by either the flag state or the classification society acting on behalf of the flag state to ensure that they meet the requirements of the ISM Code.
No customer accounted for over 10% of our consolidated revenues from continuing operations during 2024, 2023 or 2022.
No customer accounted for over 10% of our consolidated revenues from continuing operations during 2025, 2024 or 2023.
Such response plans must, among other things: • address a “worst case” scenario and identify and ensure, through contract or other approved means, the availability of necessary private response resources to respond to a “worst-case discharge”; • describe crew training and drills; and • identify a qualified individual with full authority to implement removal actions.
Such response plans must, among other things: 37 Table of Conten t s • address a “worst case” scenario and identify and ensure, through contract or other approved means, the availability of necessary private response resources to respond to a “worst-case discharge”; • describe crew training and drills; and • identify a qualified individual with full authority to implement removal actions.
Over the past few years, the growing economies of China and India have increased and diversified their oil imports, resulting in an overall increase in transportation distance for crude tankers. Major consumers in Asia have increased their crude import volumes from longer-haul producers, such as those in the Atlantic Basin. The Russia-Ukraine war has also increased transportation distance for tankers.
Over the past few years, the growing economies of China and India have increased and diversified their oil imports, resulting in an overall increase in transportation distance for crude tankers. Major consumers in Asia have increased their crude import volumes from longer-haul producers, such as those in the Atlantic Basin.
New Aframax, Suezmax and LR2 tankers are generally expected to have a lifespan of approximately 25 to 30 years, based on estimated hull fatigue life.
Oil Tanker Supply. New Aframax, Suezmax and LR2 tankers are generally expected to have a lifespan of approximately 25 to 30 years, based on estimated hull fatigue life.
The provision of ship-to-ship services may be required by our customers when blending cargos, breaking bulk cargo shipments, and optimizing opportunities when the oil market is in contango, which may result in the use of floating storage as a more cost-effective solution to onshore storage.
The provision of ship-to-ship services may be required by our customers when blending cargos, breaking bulk cargo shipments, and optimizing 29 Table of Conten t s opportunities when the oil market is in contango, which may result in the use of floating storage as a more cost-effective solution to onshore storage.
The most recent annual verification audit of our Document of Compliance was completed on April 5, 2024 and confirmed that cyber risks are appropriately addressed in accordance with ISM standards in the Company's safety management system.
The most recent annual verification audit of our Document of Compliance was completed on April 17, 2025 and confirmed that cyber risks are appropriately addressed in accordance with ISM standards in the Company's safety management system.
Although shipping was ultimately not included in the Paris Agreement, it is expected that the adoption of the Paris Agreement may lead to regulatory changes in relation to curbing GHG emissions from shipping. In July 2011, the IMO adopted regulations imposing technical and operational measures for the reduction of GHG emissions.
Although shipping was ultimately not included in the Paris Agreement, it is expected that the adoption of the Paris Agreement may lead to regulatory changes in relation to curbing GHG emissions from shipping. 39 Table of Conten t s In July 2011, the IMO adopted regulations imposing technical and operational measures for the reduction of GHG emissions.
Business Overview Our primary business is to own and operate crude oil and refined product tankers and we employ a chartering strategy that seeks to capture upside opportunities in the tanker spot market while using fixed-rate time charters and full service lightering contracts to reduce downside risks.
Business Overview Our primary business is to own and operate crude oil and product tankers, and we employ a chartering strategy that seeks to capture upside opportunities in the tanker spot market while using fixed-rate time charters to reduce downside risks.
Under a voyage charter, the shipowner is generally required, among other things, to keep the vessel seaworthy, to crew and maintain the vessel and to comply with applicable regulations. 28 Table of Conten t s Time Charters. A time charter is a contract for the use of a vessel for a fixed period of time at a specified daily rate.
Under a voyage charter, the shipowner is generally required, among other things, to keep the vessel seaworthy, to crew and maintain the vessel and to comply with applicable regulations. Time Charters. A time charter is a contract for the use of a vessel for a fixed period of time at a specified daily rate.
However, we cannot assure that any statutory exemptions from tax on which we or our subsidiaries rely will continue to be available as tax laws in those jurisdictions may change or we or our subsidiaries may enter into new business transactions relating to such jurisdictions, which could affect our or our subsidiaries' tax liability.
However, we cannot assure that any statutory exemptions from tax on which we or our subsidiaries rely will continue to be available as tax laws in 42 Table of Conten t s those jurisdictions may change or we or our subsidiaries may enter into new business transactions relating to such jurisdictions, which could affect our or our subsidiaries' tax liability.
In addition, after two to three years of increasing costs, we believe the cost of protection and indemnity insurance and the underlying reinsurance is generally stabilizing and expect that will continue through 2025, although some insurers continue to implement increased pricing.
In addition, after recent years of increasing costs, we believe the cost of protection and indemnity insurance and the underlying reinsurance is generally stabilizing and we expect that will continue through 2026, although some insurers continue to implement increased pricing.
In October 2016, the IMO’s Marine Environment Protection Committee (or MEPC ) adopted updated guidelines for the calculation of the EEDI. In October 2014, the IMO’s MEPC agreed in principle to develop a system of data collection regarding fuel 38 Table of Conten t s consumption of ships.
In October 2016, the IMO’s Marine Environment Protection Committee (or MEPC ) adopted updated guidelines for the calculation of the EEDI. In October 2014, the IMO’s MEPC agreed in principle to develop a system of data collection regarding fuel consumption of ships.
However, until such time that a globally accepted quality standard is issued, the quality of 0.50% m/m fuel oil that is supplied to the entire industry (including in respect of our vessels) is inherently uncertain.
However, until such time that a globally accepted quality standard is 34 Table of Conten t s issued, the quality of 0.50% m/m fuel oil that is supplied to the entire industry (including in respect of our vessels) is inherently uncertain.
We believe that our experience operating through cycles in the tanker spot market will assist us in employing this strategy to optimize operating results. • Provide superior customer service by maintaining high reliability, safety, environmental and quality standards.
We believe that our experience operating through cycles in the tanker spot market will assist us in employing this strategy to optimize operating results. 28 Table of Conten t s • Provide superior customer service by maintaining high reliability, safety, environmental and quality standards.
As of May 1, 2025, the Mediterranean Sea will effectively become an ECA for sulphur oxides (or SOx ) under MARPOL Annex VI Regulation 14.
As of May 1, 2025, the Mediterranean Sea became an ECA for sulphur oxides (or SOx ) under MARPOL Annex VI Regulation 14.
For 2024, we estimate that if the Section 883 Exemption and the net basis tax did not apply, the U.S. federal income tax on such U.S. Source International Transportation Gross Income would have been approximately $13.1 million.
For 2025, we estimate that if the Section 883 Exemption and the net basis tax did not apply, the U.S. federal income tax on such U.S. Source International Transportation Gross Income would have been approximately $9.2 million.
Teekay Corporation Ltd. currently holds a majority of the voting power of our common shares, and as such, we are controlled by Teekay Corporation Ltd. Please read Exhibit 8.1 to this Annual Report for a list of our subsidiaries as of December 31, 2024. D.
Teekay Corporation Ltd. currently holds a majority of the voting power of our common shares, and as such, we are controlled by Teekay Corporation Ltd. Please read Exhibit 8.1 to this Annual Report for a list of our subsidiaries as of December 31, 2025. 40 Table of Conten t s D.
As of December 31, 2024, the average age of the global tanker fleet was 13.7 years, which is the highest since 2002. Currently, delivery of a vessel typically occurs within two to three years of ordering. The supply of oil tankers is primarily a function of new vessel deliveries, vessel scrapping and the conversion or loss of tonnage.
As of December 31, 2025, the average age of the global tanker fleet was 14.2 years, which is the highest since 2000. Currently, delivery of a vessel typically occurs within two to three years of ordering. The supply of oil tankers is primarily a function of new vessel deliveries, vessel scrapping and the conversion or loss of tonnage.
Every five years the VGP gets reissued, however, under the provisions of the 2013 VGP, all management, inspection, monitoring, and reporting requirements remain in effect for vessels operating in U.S. waters until the USCG and EPA finalizes new regulations in accordance with the VIDA to replace the 2013 VGP. Final rules are not expected for another two to three years.
Every five years the VGP gets reissued, however, under the provisions of the 2013 VGP, all management, inspection, monitoring, and reporting requirements remain in effect for vessels operating in U.S. waters until the USCG and EPA finalizes new regulations in accordance with the VIDA to replace the 2013 VGP.
Revenue Sharing Agreements We and certain third-party vessel owners have entered into RSAs . As of December 31, 2024, 25 owned and chartered-in Suezmax tankers and 20 owned and chartered-in Aframax / LR2 tankers in our fleet, as well as three vessels not in our fleet owned by third parties, were subject to RSAs.
Revenue Sharing Agreements We and certain third-party vessel owners have entered into RSAs . As of December 31, 2025, 17 owned and chartered-in Suezmax tankers and 15 owned and chartered-in Aframax / LR2 tankers in our fleet, as well as two vessels not in our fleet owned by third parties, were subject to RSAs.
(NYSE: TK), through its 100%-owned subsidiaries, Teekay Holdings Limited and Teekay Finance Limited, had a 31.0% economic interest and a 55.1% voting interest in us through its ownership of approximately 6.0 million Class A common shares and 4.6 million Class B common shares.
(NYSE: TK), through its 100%-owned subsidiaries, Teekay Holdings Limited and Teekay Finance Limited, had a 30.7% economic interest and a 54.8% voting interest in us through its ownership of approximately 6.0 million Class A common shares and 4.6 million Class B common shares.
The California Biofouling Management Plan requires vessels to have a Biofouling Management Plan and maintain a Biofouling Record Book. In addition, it requires mandatory biofouling management of the vessel’s wetted surfaces and mandatory biofouling management for vessels that undergo an extended residency period (e.g., remain in the same location for 45 or more days).
In addition, it requires mandatory biofouling management of the vessel’s wetted surfaces and mandatory biofouling management for vessels that undergo an extended residency period (e.g. remain in the same location for 45 or more days).
Source International Transportation Gross Income generally is subject to U.S. federal income taxation under either the net basis and branch profits taxes or the 4% gross basis tax, each of which is discussed below. 40 Table of Conten t s The Section 883 Exemption.
Unless the exemption from U.S. taxation under Section 883 of the Code (or the Section 883 Exemption ) applies, our U.S. Source International Transportation Gross Income generally is subject to U.S. federal income taxation under either the net basis and branch profits taxes or the 4% gross basis tax, each of which is discussed below. The Section 883 Exemption.
Where Bermuda corporate income tax is chargeable to a Bermuda Constituent Entity Group, the amount of corporate income tax chargeable to a Bermuda Constituent Entity Group for a fiscal year shall be 15% of the net taxable income of the Bermuda Constituent Entity Group, less tax credits applicable under the Bermuda CIT Act (foreign tax credits) or as prescribed by regulation by the Bermuda Minister of Finance (qualified refundable tax credits).
Where Bermuda corporate income tax is chargeable to a Bermuda Constituent Entity Group, the amount of corporate income tax chargeable to a Bermuda Constituent Entity Group for a fiscal year shall be 15% of the net taxable income of the Bermuda Constituent Entity Group, less tax credits applicable under Part 4 of the Bermuda CIT Act (foreign tax credits and any tax credits that are treated as qualified refundable tax credits for purposes of that Act) or as prescribed by regulations made by the Bermuda Minister of Finance.
In 2014, the Council Decision 2014/241/EU authorized EU countries having ships flying their flag or registered under their flag to ratify or to accede to the Hong Kong International Convention for the Safe and Environmentally Sound Recycling of Ships (or Hong Kong Convention ). The Hong Kong Convention is scheduled to enter into force on June 26, 2025.
In 2014, the Council Decision 2014/241/EU authorized EU countries having ships flying their flag or registered under their flag to ratify or to accede to the Hong Kong International Convention for the Safe and Environmentally Sound Recycling of Ships (or Hong Kong Convention ).
Please 25 Table of Conten t s read "Item 7 – Major Shareholders and Related Party Transactions: Related Party Transactions – Management Agreements" for additional information about the Management Agreement. For additional information regarding our recent transactions and developments, please read "Item 5 – Significant Developments in 2024 and Early 2025".
Please read "Item 7 – Major Shareholders and Related Party Transactions: Related Party Transactions – Management Agreements" for additional information about the Management Agreement. For additional information regarding our recent transactions and developments, please read "Item 5 – Significant Developments in 2025 and Early 2026".
According to the IEA, global oil demand is expected to increase further in 2025. The distance over which crude oil or refined petroleum products are transported is determined by seaborne trading and distribution patterns, which are principally influenced by the relative advantages of the various sources of production and locations of consumption.
The distance over which crude oil or refined petroleum products are transported is determined by seaborne trading and distribution patterns, which are principally influenced by the relative advantages of the various sources of production and locations of consumption.
In addition, we acquired all of Teekay Corporation's management services companies not previously owned by us. As part of the acquisition, Teekay Corporation transferred to us its supplemental retirement defined contribution plan, which relates to the management service companies included in the acquisition (collectively, the Acquired Operations ).
As part of the acquisition, Teekay Corporation transferred to us its supplemental retirement defined contribution plan, which relates to the management service companies included in the acquisition (collectively, the Acquired Operations ).
Oil has been one of the world’s primary energy sources for decades. According to the International Energy Agency (or IEA ), global oil consumption decreased substantially in 2020 as a result of demand destruction caused by the COVID-19 pandemic. However, oil demand has recovered substantially since 2021 and by 2024 global oil demand had risen back above pre-COVID-19 levels.
Oil has been one of the world’s primary energy sources for decades. According to the International Energy Agency (or IEA ), global oil consumption decreased substantially in 2020 as a result of demand destruction caused by the COVID-19 pandemic.
The capacity of our tanker fleet has risen from approximately 980,000 deadweight tonnes (or dwt ) in 2007 to approximately 5,670,600 dwt as of March 1, 2025.
The capacity of our tanker fleet has risen from approximately 980,000 deadweight tonnes (or dwt ) in 2007 to approximately 4,813,100 dwt as of March 1, 2026.
The information contained in the sustainability report and on our website is not part of this Annual Report. 31 Table of Conten t s Risk of Loss, Insurance and Risk Management The operation of any ocean-going vessel or facility and the performance of ship-to-ship transfer operations carries an inherent risk of catastrophic marine disasters, death or injury of persons and property losses caused by adverse weather conditions, mechanical failures, human error, war, terrorism, piracy and other circumstances or events.
Risk of Loss, Insurance and Risk Management The operation of any ocean-going vessel or facility and the performance of ship-to-ship transfer operations carries an inherent risk of catastrophic marine disasters, death or injury of persons and property losses caused by adverse weather conditions, mechanical failures, human error, war, terrorism, piracy and other circumstances or events.
Under the self-insurance provisions, the ship owner or operator must have a net worth and working capital, measured in assets located in the U.S. against liabilities located anywhere in the world, that exceeds the applicable amount of financial responsibility.
Under the self-insurance provisions, the ship owner or operator must have a net worth and working capital, measured in assets located in the U.S. against liabilities located anywhere in the world, that exceeds the applicable amount of financial responsibility. We have complied with the USCG regulations by obtaining financial guaranties from a third party for our vessels.
Each of the existing vessels in our fleet is currently ISM Code-certified. 33 Table of Conten t s Annex VI to the IMO's International Convention for the Prevention of Pollution from Ships (or MARPOL ) (or Annex VI ) sets limits on sulfur oxide (or SOx ) and nitrogen oxide (or NOx ) emissions from ship exhausts, regulates emissions from ship exhausts, regulates emissions of volatile compounds from cargo tanks, and prohibits emissions of ozone depleting substances and the incineration of specific substances.
Annex VI to the IMO's International Convention for the Prevention of Pollution from Ships (or MARPOL ) (or Annex VI ) sets limits on sulfur oxide (or SOx ) and nitrogen oxide (or NOx ) emissions from ship exhausts, regulates emissions from ship exhausts, regulates emissions of volatile compounds from cargo tanks, and prohibits emissions of ozone depleting substances and the incineration of specific substances.
European Union (or EU) The EU has adopted legislation that: bans from European waters manifestly sub-standard vessels (defined as vessels that have been detained twice by EU port authorities in the preceding two years); creates obligations on the part of EU member port states to inspect minimum percentages of vessels using these ports annually; provides for increased surveillance of vessels posing a high risk to maritime safety or the marine environment; and provides the EU with greater authority and control over classification societies, including the ability to seek to suspend or revoke the authority of negligent societies.
European Union (or EU) The EU has adopted legislation that: bans from European waters manifestly sub-standard vessels (defined as vessels that have been detained twice by EU port authorities in the preceding two years); creates obligations on the part of EU member port states to inspect minimum percentages of vessels using these ports annually; provides for increased surveillance of vessels posing a high risk to maritime safety or the marine environment; and provides the EU with greater authority and control over classification societies, including the ability to seek to suspend or revoke the authority of negligent societies. 35 Table of Conten t s Two regulations that are part of the implementation of the Port State Control Directive came into force on January 1, 2011 and introduced a ranking system (published on a public website and updated daily) displaying shipping companies operating in the EU with the worst safety records.
(2) In March 2025, we entered into an agreement to sell the Tianlong Spirit , which is expected to be delivered to its purchaser during the second quarter of 2025. The following table provides additional information about our owned Aframax oil tankers as of March 1, 2025, all of which are Bahamian-flagged.
In February 2026, we entered into an agreement to sell the VLCC tanker, which is expected to be delivered to its purchaser during the second quarter of 2026. The following table provides additional information about our owned Suezmax oil tankers as of March 1, 2026, 15 of which are Bahamian-flagged and one of which is Marshall Islands-flagged.
Please read "Item 18 – Financial Statements: Note 18 – Income Tax Expense". 41 Table of Conten t s Item 4A. Unresolved Staff Comments None.
Please read "Item 18 – Financial Statements: Note 18 – Income Tax Recovery (Expense)". Item 4A. Unresolved Staff Comments None.
The limited growth in refinery capacity in developed nations, the largest consumers of oil in recent years, and increasing refinery capacity in the Middle East and parts of Asia where capacity surplus supports exports, have also altered traditional trading patterns and contributed to the overall increase in transportation distance for both crude tankers and product tankers. Oil Tanker Supply.
In addition, the recent conflict between the U.S., Israel and Iran has severely impacted navigation through the Strait of Hormuz, which already has further impacted tanker trade routes. 30 Table of Conten t s The limited growth in refinery capacity in developed nations, the largest consumers of oil in recent years, and increasing refinery capacity in the Middle East and parts of Asia where capacity surplus supports exports, have also altered traditional trading patterns and contributed to the overall increase in transportation distance for both crude tankers and product tankers.
Every five years from 2025 to 2050, this reference value will be reduced as follows: by 2% from 2025; by 6% from 2030; by 14.5% from 2035; by 31% from 2040; by 62% from 2045; and by 80% from 2050.
Every five years from 2025 to 2050, this reference value will be reduced as follows: by 2% from 2025; by 6% from 2030; by 14.5% from 2035; by 31% from 2040; by 62% from 2045; and by 80% from 2050. The GHG intensity is a measure of the CO2 equivalent emissions per quantum of energy used on board.
We seek to effectively manage risk in the organization using a three-tiered approach at an operational, management and corporate level, designed to provide a clear line of sight throughout the organization. All of our operational employees receive training in the use of risk tools and the management system.
We operate our vessels in a manner intended to protect the safety and health of our employees, and to minimize the impact on the environment and society. We seek to effectively manage risk in the organization using a three-tiered approach at an operational, management and corporate level, designed to provide a clear line of sight throughout the organization.
The regulation applied to new vessels delivered after January 1, 2018, and existing vessels after the first regularly scheduled dry dock after January 1, 2018. China China previously established ECAs in the Pearl River Delta, Yangtze River Delta and Bohai Sea, which took effect on January 1, 2016. The Hainan ECA took effect on January 1, 2019.
China China previously established ECAs in the Pearl River Delta, Yangtze River Delta and Bohai Sea, which took effect on January 1, 2016. The Hainan ECA took effect on January 1, 2019.
As of December 31, 2024, the world Aframax crude tanker fleet consisted of 700 vessels, with an additional 48 Aframax crude oil tanker newbuildings on order for delivery through 2028; the world Suezmax crude tanker fleet consisted of 668 vessels, with an additional 106 Suezmax crude oil tanker newbuildings on order for delivery through 2028; and the world LR2 product tanker fleet consisted of 456 vessels, with an additional 180 LR2 product tanker newbuildings on order through 2028.
As of December 31, 2025, the world Aframax crude tanker fleet consisted of 693 vessels, with an additional 50 Aframax crude oil tanker newbuildings on order for delivery through 2029; the world Suezmax crude tanker fleet consisted of 691 vessels, with an additional 147 Suezmax crude oil tanker newbuildings on order for delivery through 2029; and the world LR2 product tanker fleet consisted of 509 vessels, with an additional 168 LR2 product tanker newbuildings on order through 2029.
Historically, the tanker industry has experienced volatility in profitability due to changes in the supply of, and demand for, tanker capacity. Tanker supply and demand are each influenced by several factors beyond our control.
We believe this improves our ability to manage the cyclicality of the tanker market through the less volatile cash flows generated by these operational areas. Historically, the tanker industry has experienced volatility in profitability due to changes in the supply of, and demand for, tanker capacity. Tanker supply and demand are each influenced by several factors beyond our control.
The EU Ship Recycling Regulation aims to prevent, reduce, and minimize accidents, injuries and other negative effects on human health and the environment when ships are recycled and the hazardous waste they contain is removed.
This will be measured based on reported fuel consumption from EU MRV and the emission factors of the fuels used on a well-to-wake basis. The EU Ship Recycling Regulation aims to prevent, reduce, and minimize accidents, injuries and other negative effects on human health and the environment when ships are recycled and the hazardous waste they contain is removed.
United States Taxation The following is a discussion of material U.S. federal income tax considerations applicable to us. This discussion is based upon provisions of the Code, legislative history, applicable U.S.
Bermuda currently has no tax treaties in place with other countries in relation to double-taxation or for the withholding of tax for foreign tax authorities. United States Taxation The following is a discussion of material U.S. federal income tax considerations applicable to us. This discussion is based upon provisions of the Code, legislative history, applicable U.S.
There is no Bermuda income, corporation or profits tax, withholding tax, capital gains tax, capital transfer tax or estate duty or inheritance tax payable by nonresidents of Bermuda in respect of capital gains realized on a disposition of our shares or in respect of distributions they receive from us with respect to our shares.
Under the current laws of Bermuda, there is no Bermuda income, corporation or profits tax, withholding tax, capital gains tax, capital transfer tax or estate duty or inheritance tax payable by our shareholders who are not citizens of or incorporated or formed in and do not reside in, maintain offices in, or engage in business in Bermuda, or otherwise have a permanent establishment in Bermuda in respect of capital gains realized on a disposition of our shares or in respect of distributions they receive from us with respect to our shares.
Property, Plant and Equipment Other than our vessels and related equipment, we do not have any material property. 39 Table of Conten t s Please see “Item 4. Information on the Company – B. Business Overview – Our Fleet” for a description of our vessels and “Item 18.
Property, Plant and Equipment Other than our vessels and related equipment, we do not have any material property. Please see “Item 4. Information on the Company – B. Business Overview – Our Fleet” for information about our vessels and “Item 18. Financial Statements: Note 9 – Long-Term Debt" for information about major encumbrances against our vessels. E.
From time to time, we also charter-in vessels, typically from third parties as part of our chartering strategy. Please read “Business Strategies” below in this Item.
The Suezmax tanker was delivered to its purchaser during March 2026, and the VLCC tanker is expected to be delivered to its purchaser during the second quarter of 2026. From time to time, we also charter-in vessels, typically from third parties as part of our chartering strategy. Please read “Business Strategies” below in this Item.
As of December 31, 2024, a total of 40 of our owned vessels, one vessel owned through a 50/50 joint venture and five time chartered-in vessels operated in the spot market through employment on spot voyage charters. Our mix of vessels trading in the spot market, providing lightering services in the U.S.
As of December 31, 2025, a total of 30 of our owned vessels and three time chartered-in vessels operated in the spot market through employment on spot voyage charters. Our mix of vessels trading in the spot market, providing lightering services in the U.S. Gulf (or USG ), or subject to fixed-rate time charters will change from time to time.
We switched to burning compliant low sulfur fuel before the January 1, 2020 implementation date; however, with the exception of one vessel owned through a 50/50 joint venture, we have not installed any scrubbers on our fleet.
We switched to burning compliant low sulfur fuel before the January 1, 2020 implementation date; however, with the exception of one vessel in our fleet (which in February 2026 we agreed to sell and is expected to be delivered to its purchaser during the second quarter of 2026), we have not installed any scrubbers on our fleet.
We have complied with the USCG regulations by using self-insurance for certain vessels and obtaining financial guaranties from a third party for the remaining vessels. If other vessels in our fleet trade into the U.S. in the future, we expect to obtain guaranties from third-party insurers.
If other vessels in our fleet trade into the U.S. in the future, we expect to obtain guaranties from third-party insurers.
Please read "Item 18 - Financial Statements: Note 10 - Operating Leases and Obligations Related to Finance Leases". We sold two Aframax / LR2 tankers and one Suezmax tanker in 2024, one Aframax / LR2 tanker in 2023, as well as one Suezmax tanker and three Aframax / LR tankers in 2022.
We sold eight Suezmax tankers and three Aframax / LR2 tankers in 2025, two Aframax / LR2 tankers and one Suezmax tanker in 2024, as well as one Aframax / LR2 tanker in 2023. Please read "Item 18 – Financial Statements: Note 15 - Vessel Sales and Write-down of Assets".
Regulations General Our business and the operation of our vessels are significantly affected by international conventions and national, state, and local laws and regulations in the jurisdictions in which our vessels operate, as well as in the country or countries of their registration.
Overall, we believe that our well-maintained and high-quality vessels provide us with a competitive advantage in the current environment of increasing regulation and customer emphasis on quality of service. 33 Table of Conten t s Regulations General Our business and the operation of our vessels are significantly affected by international conventions and national, state and local laws and regulations in the jurisdictions in which our vessels operate, as well as in the country or countries of their registration.

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Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeThe primary reasons for this net increase in income are as follows: 53 Table of Conten t s • an increase of $237.4 million as a result of higher overall average realized spot TCE rates earned by our Suezmax tankers and Aframax / LR2 tankers, as well as higher earnings from our FSL dedicated vessels; • an increase of $28.4 million due to the addition of four Aframax / LR2 chartered-in tankers and one Suezmax chartered-in tanker that were delivered to us at various times between the third quarter of 2022 and the first quarter of 2023; • an increase of $17.5 million due to certain vessels returning from time charter-out contracts at various times between the second quarter of 2022 and the first quarter of 2023 and earning higher average spot rates in 2023 compared to previous fixed rates; • an increase of $7.0 million due to fewer off-hire days and off-hire bunker expenses during 2023, primarily related to fewer scheduled dry dockings compared to 2022; and • an increase of $3.0 million due to improved results from our operational and maintenance marine services in Australia during 2023 compared to 2022; partially offset by: • a decrease of $6.2 million due to the sale of four Aframax / LR2 tankers and one Suezmax tanker at various times during the first three quarters of 2022 and the fourth quarter of 2023; and • a decrease of $4.2 million due to an increase in general and administrative expenses during 2023, primarily resulting from higher expenditures related to compensation, benefits and payroll taxes compared to 2022, as well as higher general corporate expenditures.
Biggest changeThe primary reasons for this net decrease in income are as follows: • a decrease of $69.9 million due to the sales of nine Suezmax tankers and five Aframax / LR2 tankers between the start of the first quarter of 2024 and the end of 2025; • a decrease of $65.1 million as a result of lower overall average realized spot TCE rates earned by our Suezmax tankers and Aframax / LR2 tankers in 2025 compared to 2024; and • a decrease of $18.3 million due to the redeliveries of five chartered-in tankers to their owners between the start of the third quarter of 2024 and the end of the third quarter of 2025; partially offset by: • an increase of $61.0 million due to the gain on sales of eight Suezmax tankers and three Aframax / LR2 tankers in 2025 compared to the gain on sales of one Suezmax tanker and two Aframax / LR2 tankers in 2024; • an increase of $14.8 million due to the acquisitions of two Aframax / LR2 tankers, one Suezmax tanker, and one VLCC tanker between the start of the third quarter of 2024 and the end of the third quarter of 2025; and • an increase of $5.4 million due to fewer off-hire days and lower off-hire bunker expenses in 2025, primarily related to fewer scheduled dry dockings compared to 2024. 49 Table of Conten t s Tankers - Operating Results We own and operate crude oil and product tankers that (i) are subject to long-term, fixed-rate time-charter contracts (which have an original term of one year or more), (ii) operate in the spot tanker market, or (iii) are subject to time charters that are priced on a spot market basis or are short-term, fixed-rate contracts (which have original terms of less than one year), including those employed on FSL contracts.
All financial or operational information contained in these financial statements for the periods prior to the respective dates the interests in the businesses were actually acquired by us, and during which we and the applicable businesses were under common control of Teekay, are retroactively adjusted or recast to include the results of these Acquired Operations and are collectively referred to as the “ Entities under Common Control ”. • Our voyage revenues are affected by cyclicality in the tanker markets.
All financial or operational information contained in these financial statements for the periods prior to the respective dates the interests in the businesses were actually acquired by us, and during which we and the applicable businesses were under common control of Teekay, were retroactively adjusted or recast to include the results of these Acquired Operations and are collectively referred to as the “ Entities under Common Control ”. • Our voyage revenues are affected by cyclicality in the tanker markets.
Other risks and uncertainties related to our liquidity include changes to income tax legislation or the resolution of uncertain tax positions relating to freight tax liabilities as described in "Item 18 – Financial Statements: Note 18 - Income Tax Expense" of this Annual Report, which risks and uncertainties could have a significant financial impact on our business, which we cannot predict with certainty at this time.
Other risks and uncertainties related to our liquidity include changes to income tax legislation or the resolution of uncertain tax positions relating to freight tax liabilities as described in "Item 18 – Financial Statements: Note 18 - Income Tax Recovery (Expense)" of this Annual Report, which could have a significant financial impact on our business, which we cannot predict with certainty at this time.
As a result, revenues generated by our vessels have historically been weaker during the quarters ended June 30 and September 30, and stronger in the quarters ended December 31 and March 31. • The conflicts in the Middle East and Ukraine have had and may continue to have material effects on our business, results of operations or financial condition.
As a result, revenues generated by our vessels have historically been weaker during the quarters ended June 30 and September 30, and stronger in the quarters ended December 31 and March 31. • The conflicts in the Middle East, Ukraine and Venezuela have had and may continue to have material effects on our business, results of operations or financial condition.
The table below illustrates the primary distinctions among these types of charters and contracts: Voyage Charter Time Charter Typical contract length Single voyage One year or more Hire rate basis (1) Varies Daily Voyage expenses (2) We pay Customer pays Vessel operating expenses (3) We pay We pay Off hire (4) Customer does not pay Customer does not pay (1) Hire rate refers to the basic payment from the charterer for the use of the vessel. 44 Table of Conten t s (2) Voyage expenses are all expenses unique to a particular voyage, including any fuel expenses, port fees, cargo loading and unloading expenses, canal tolls, agency fees and commissions.
The table below illustrates the primary distinctions among these types of charters and contracts: Voyage Charter Time Charter Typical contract length Single voyage One year or more Hire rate basis (1) Varies Daily Voyage expenses (2) We pay Customer pays Vessel operating expenses (3) We pay We pay Off hire (4) Customer does not pay Customer does not pay (1) Hire rate refers to the basic payment from the charterer for the use of the vessel. 45 Table of Conten t s (2) Voyage expenses are all expenses unique to a particular voyage, including any fuel expenses, port fees, cargo loading and unloading expenses, canal tolls, agency fees and commissions.
Under this method of accounting, our consolidated financial statements, for periods prior to December 31, 2024, the date that the interests in the applicable businesses were actually acquired by us, are retroactively adjusted or recast to include the results of the Acquired Operations.
Under this method of accounting, our consolidated financial statements, for periods prior to December 31, 2024, the date that the interests in the applicable businesses were actually acquired by us, were retroactively adjusted or recast to include the results of the Acquired Operations.
Such regulatory measures could increase our costs related to operating and maintaining our vessels and require us to install new emission controls, acquire allowances or pay taxes related to our greenhouse gas emissions, or administer and manage a greenhouse gas emissions program.
Such regulatory measures could increase our costs related to operating and maintaining our vessels and require us to install new emission controls, acquire allowances or pay taxes or penalties related to our greenhouse gas emissions, or administer and manage a greenhouse gas emissions program.
The gain on sale and write-down of assets of $38.1 million for the year ended December 31, 2024 was related to: • the sale of two Aframax / LR2 tankers and one Suezmax tanker, which resulted in an aggregate gain on sales of $39.5 million during the year ended December 31, 2024; partially offset by: • the impairment recorded on three of our operating lease right-of-use assets resulting from a decline in the prevailing short-term time-charter rates, which resulted in a write-down of $1.4 million during the year ended December 31, 2024.
The gain on sale and write-down of assets of $38.1 million for the year ended December 31, 2024 were related to: • the sales of two Aframax / LR2 tankers and one Suezmax tanker, which resulted in an aggregate gain on sales of $39.5 million during the year ended December 31, 2024; partially offset by: • the impairment recorded on three of our operating lease right-of-use assets resulting from a decline in the prevailing short-term time-charter rates, which resulted in a write-down of $1.4 million during the year ended December 31, 2024.
The periods retroactively adjusted include all periods that we and the Acquired Operations were both under common control of Teekay and had begun operations, which include all periods presented in this Annual Report.
The periods retroactively adjusted include all periods that we and the Acquired Operations were both under common control of Teekay and had begun operations, which include certain periods presented in this Annual Report.
The written-down amount becomes the new lower cost basis and will result in a lower annual depreciation expense than for periods before the vessel impairment.
The written-down amount becomes the new lower cost basis and will result in a lower annual depreciation expense in future periods than for periods before the vessel impairment.
This is a non-GAAP financial measure; for more information about this measure, please read "Item 5 - Operating and Financial Review and Prospects - Non-GAAP Finance Measures". Vessel Operating Expenses.
This is a non-GAAP financial measure; for more information about this measure, please read "Item 5 - Operating and Financial Review and Prospects - Non-GAAP Financial Measures". Vessel Operating Expenses.
In addition, our Board of Directors declared a special cash dividend of $1.00 per common share in May 2023 and another special cash dividend of $2.00 per common share in May 2024.
In addition, our Board of Directors declared a special cash dividend of $1.00 per common share in May 2023, a special cash dividend of $2.00 per common share in May 2024 and another special cash dividend of $1.00 per common share in May 2025.
Our 2023 Revolver matures in May 2029, and there was no amount outstanding under the facility as at December 31, 2024. Our ability to refinance our 2023 Revolver will depend upon, among other things, the estimated market value of our vessels, our financial condition and the condition of credit markets at such time.
Our 2023 Revolver matures in May 2029, and there was no amount outstanding under the facility as at December 31, 2025. Our ability to refinance our 2023 Revolver will depend upon, among other things, the estimated market value of our vessels, our financial condition and the condition of credit markets at such time.
As at December 31, 2024, we were not committed to any interest rate swap agreements. The extent of our exposure to changes in interest rates is described in further detail in "Item 11 - Quantitative and Qualitative Disclosures About Market Risk” of this Annual Report.
As at December 31, 2025, we were not committed to any interest rate swap agreements. The extent of our exposure to changes in interest rates is described in further detail in "Item 11 - Quantitative and Qualitative Disclosures About Market Risk” of this Annual Report.
Certain assumptions relating to our estimates of future cash flows require more judgement and are inherently less predictable, such as future charter rates beyond the firm period of existing contracts, the probability and timing of vessels being sold and vessel residual values, due to their volatility.
Certain assumptions relating to our estimates of future cash flows require more judgment and are inherently less predictable, such as future charter rates beyond the firm period of existing contracts, the probability and timing of vessels being sold and vessel residual values, due to their volatility.
In May 2023, our Board of Directors also authorized a new share repurchase program for the repurchase of up to $100 million of our outstanding Class A common shares to be utilized at our discretion. As at December 31, 2024, no shares were repurchased under this program.
In May 2023, our Board of Directors also authorized a new share repurchase program for the repurchase of up to $100 million of our outstanding Class A common shares to be utilized at our discretion. As at December 31, 2025, no shares were repurchased under this program.
Therefore, EBITDA and Adjusted EBITDA as presented below may not be comparable to similarly titled measures of other companies. 63 Table of Conten t s The following table reconciles our consolidated EBITDA and Adjusted EBITDA to net income. Year Ended December 31, (in thousands of U.S.
Therefore, EBITDA and Adjusted EBITDA as presented below may not be comparable to similarly titled measures of other companies. 60 Table of Conten t s The following table reconciles our consolidated EBITDA and Adjusted EBITDA to net income. Year Ended December 31, (in thousands of U.S.
We anticipate that our liquidity as at December 31, 2024, combined with cash we expect to generate for the 15 months following such date, will be sufficient to meet our cash requirements for at least the one-year period following the date of this Annual Report.
We anticipate that our liquidity as at December 31, 2025, combined with cash we expect to generate for the 15 months following such date, will be sufficient to meet our cash requirements for at least the one-year period following the date of this Annual Report.
Our evaluation of events or circumstances that may indicate impairment, include, amongst others, an assessment of the intended use of the assets and anticipated operating cash flows, which is primarily influenced by the estimate of future charter rates for the vessels.
Our evaluation of events or circumstances that may indicate impairment, include, among others, an assessment of the intended use of the assets and anticipated operating cash flows, which is primarily influenced by the estimate of future charter rates for the vessels.
The amount recorded for the year ended December 31, 2023, primarily relates to the settlement of a legal claim, foreign exchange gains, and the premium paid as part of the exercise of early purchase options in relation to the repurchase of certain sale-leaseback vessels.
The amount for the year ended December 31, 2023 relates to the settlement of a legal claim, foreign exchange gains and the premium paid as part of the exercise of early purchase options in relation to the repurchase of certain sale-leaseback vessels.
Summary Financial Data Set forth below is summary consolidated financial and other data of Teekay Tankers Ltd. and its subsidiaries for fiscal years 2024, 2023 and 2022, which have been derived from our consolidated financial statements.
Summary Financial Data Set forth below is summary consolidated financial and other data of Teekay Tankers Ltd. and its subsidiaries for fiscal years 2025, 2024 and 2023, which have been derived from our consolidated financial statements.
As at December 31, 2024, we were in compliance with all covenants under our 2023 Revolver. Our 2023 Revolver requires us to make interest payments based on SOFR plus a margin.
As at December 31, 2025, we were in compliance with all covenants under our 2023 Revolver. Our 2023 Revolver requires us to make interest payments based on SOFR plus a margin.
If our assessment of whether the customer directs the use of the vessel through-out the period of use is not consistent with actual results, then the period over which voyage revenue is recognized would be different and as such our revenues could be overstated or understated for any given period by the amount of such difference.
If our assessment of whether the customer directs the use of the vessel throughout the period of use is not consistent with actual results, then the period over which voyage revenue is recognized would be different and as such our revenues could be overstated or understated for any given period by the amount of such difference.
Whether to use the load-to-discharge basis or the discharge-to-discharge basis depends on whether the customer directs the use of the vessel throughout the period of use, pursuant to the terms of the voyage charter. This is a matter of judgement.
Whether to use the load-to-discharge basis or the discharge-to-discharge basis depends on whether the customer directs the use of the vessel throughout the period of use, pursuant to the terms of the voyage charter. This is a matter of judgment.
Finally, existing or future climate control legislation or other regulatory initiatives that restrict emissions of greenhouse gases could have a significant financial and operational impact on our business, which we cannot predict with certainty at this time.
In addition, existing or future climate control legislation or other regulatory initiatives that restrict emissions of greenhouse gases could have a significant financial and operational impact on our business, which we cannot predict with certainty at this time.
As such, certain figures in this Annual Report have been retroactively adjusted or recast on this basis to include the Acquired Operations. All intercorporate transactions between us and the Acquired Operations that occurred prior to the acquisition of the Acquired Operations by us have been eliminated upon consolidation.
As such, certain figures in this Annual Report were retroactively adjusted or recast on this basis to include the Acquired Operations. All intercorporate transactions between us and the Acquired Operations that occurred prior to the acquisition of the Acquired Operations by us were eliminated upon consolidation.
The results of operations that follow have been divided into (a) tankers, which consists of the operation of all of our Suezmax and Aframax / LR2 tanker as well as our 50% ownership interest in a VLCC tanker (including the operations from those of our tankers employed on full service lightering contracts), and our U.S. based ship-to-ship support service operations (including our lightering support services provided as part of full service lightering operations); and (b) marine services and other, which consists of operational and maintenance marine services provided to the Australian government, Australian energy companies and other third parties, as well as management services provided to Teekay and third parties.
The results of operations that follow have been divided into (a) tankers, which consists of the operation of all of our Suezmax, Aframax / LR2 and VLCC tankers (including the operations from those of our tankers employed on full service lightering contracts), and our U.S. based ship-to-ship support service operations (including our lightering support services provided as part of full service lightering operations); and (b) marine services and other, which consists of operational and maintenance marine services provided to the Australian government, Australian energy companies and other third parties, as well as management services provided to Teekay and third parties.
To assist us in evaluating our operations by segment, we analyze the income or loss from operations for each segment, which represents the income or loss we generate or incur from the segment after deducting operating expenses, but prior to interest expense, interest income, realized and unrealized gains or losses on non-designated derivative instruments, equity income or loss, other income or expenses and income taxes.
To assist us in evaluating our operations by segment, we analyze the income or loss from operations for each segment, which represents the income or loss we generate or incur from the segment after deducting operating expenses, but prior to interest expense, interest income, realized and unrealized gains or losses on non-designated derivative instruments, equity income or loss, gain on distribution from equity-accounted investment, other income or expenses and income taxes.
In our experience, certain assumptions relating to our estimates of future cash flows are more predictable by their nature, including estimated revenue under existing contract terms, on-going operating costs and remaining vessel life.
In our experience, certain assumptions relating to our estimates of future cash flows are more predictable by their nature, including estimated revenue under existing contract terms, ongoing operating costs and remaining vessel life.
We principally use net revenues because it provides more meaningful information to us than income from operations, the most directly comparable GAAP financial measure. Net revenues is also widely used by investors and analysts in the shipping industry for comparing financial performance between companies and to industry averages. The following table reconciles net revenues with income from operations.
We principally use net revenues because it provides more meaningful information to us than income from operations, the most directly comparable GAAP financial measure. Net revenues is also widely used by investors and analysts in the shipping industry for comparing financial performance between companies and to industry averages.
Our mix of vessels trading in the spot market, or subject to fixed-rate time charters will change from time to time. In addition to our core business, we also provide operational and maintenance marine services and ship-to-ship (or STS ) support services, along with our tanker commercial management and technical management operations.
Our mix of vessels trading in the spot market or subject to fixed-rate time charters will change from time to time. In addition to our core business, we also provide operational and maintenance marine services as part of our Australian operations and ship-to-ship (or STS ) support services, along with our in-house tanker commercial management and technical management operations.
Had revenue from voyages in progress been recognized on a load-to-discharge basis, our income from operations for the year ended December 31, 2024 would have increased by $1.8 million. Vessel Depreciation Description. The carrying value of each of our vessels represents its original cost at the time of delivery or purchase less depreciation and impairment charges.
Had revenue from voyages in progress been recognized on a load-to-discharge basis, our income from operations for the year ended December 31, 2025 would have decreased by $1.1 million. Vessel Depreciation Description. The carrying value of each of our vessels represents its original cost at the time of delivery or purchase less depreciation and impairment charges.
We employ a chartering strategy for our tanker segment that seeks to capture upside opportunities in the tanker spot market while using fixed-rate time charters and FSL contracts to reduce potential downside risks.
We employ a chartering strategy for our tanker segment that seeks to capture upside opportunities in the tanker spot market while using fixed-rate time charters to reduce potential downside risks.
We recognize the tax benefits of uncertain tax positions only if it is more likely than not that a tax position taken or expected to be taken in a tax return will be sustained upon examination by the taxing authorities, including resolution of any related appeals or 62 Table of Conten t s litigation processes, based on the technical merits of the position.
We recognize the tax benefits of uncertain tax positions only if it is more likely than not that a tax position taken or expected to be taken in a tax return will be sustained upon examination by the taxing authorities, including resolution of any related appeals or litigation processes, based on the technical merits of the position.
As such, in this case revenue is recognized on a discharge-to-discharge basis. Otherwise, it is recognized on a load-to-discharge basis. As at December 31, 2024, 2023 and 2022, revenue from voyages then in progress were recognized on a discharge-to-discharge basis. Effect if Actual Results Differ from Assumptions.
As such, in this case revenue is recognized on a discharge-to-discharge basis. Otherwise, it is recognized on a load-to-discharge basis. As at December 31, 2025, 2024 and 2023, revenue from voyages then in progress was recognized on a discharge-to-discharge basis. Effect if Actual Results Differ from Assumptions.
If we determined that an uncertain tax position was sustained upon examination, and such amount was in excess of the net amount previously recognized, we would increase our net income or decrease our net loss in the period such determination was made.
If we determine that an uncertain tax position is sustained upon examination, and such amount is in excess of the net amount previously recognized, we increase our net income or decrease our net loss in the period such determination was made.
Our estimates of operating expenses and dry-docking expenditures are based on historical operating and dry-docking costs as well as our expectations of future inflation, operating and maintenance requirements, and our vessel maintenance strategy. Vessel residual values are a product of a vessel’s lightweight tonnage and an estimated scrap rate per tonne.
Our estimates of operating expenses and dry-docking expenditures are based on historical operating and dry-docking costs as well as our expectations of future inflation, operating and 58 Table of Conten t s maintenance requirements, and our vessel maintenance strategy. Vessel residual values are a product of a vessel’s lightweight tonnage and an estimated scrap rate per tonne.
In addition, factors such as client demands for enhanced training and physical equipment, pressure on commodity and raw material prices, tariffs, an increasing cost of freight, as well as changes in regulatory requirements could also contribute to operating expenditure increases.
In addition, factors such as client and regulatory demands for enhanced training and physical equipment, pressure on commodity and raw material prices, tariffs, and increasing cost of freight due to changing trade routes, as well as changes in regulatory requirements could also contribute to operating expenditure increases.
We continue to take action aimed at improving operational efficiencies, and to temper the effect of inflationary and other price escalations; however, increases to operational costs may occur in the future. • The amount and timing of vessel dry dockings and major modifications can significantly affect our revenues between periods.
We 47 Table of Conten t s continue to take action aimed at improving operational efficiencies, and to temper the effect of any inflationary and other price escalations; however, increases to operational costs may occur in the future. • The amount and timing of vessel dry dockings and major modifications can significantly affect our revenues between periods.
As at December 31, 2024, the total amount of recognized uncertain tax liabilities was $41.4 million (December 31, 2023 - $47.8 million). If the uncertainty about these freight tax liabilities is resolved in the our favor, we would concurrently reverse these liabilities. Non-GAAP Financial Measures Net Revenues - Tankers Net revenues is a non-GAAP financial measure.
As at December 31, 2025, the total amount of recognized uncertain freight tax liabilities was $31.1 million (December 31, 2024 - $41.4 million). If the uncertainty about these freight tax liabilities is resolved in our favor, we concurrently reverse these liabilities. Non-GAAP Financial Measures Net Revenues - Tankers Net revenues is a non-GAAP financial measure.
Idle days, which are days when the vessel is available for the vessel to earn revenue yet is not employed, are included in revenue days. We use revenue days to explain changes in our net revenues between periods. Average Number of Ships.
Consequently, revenue days represents the total number of days available for the vessel to earn revenue. Idle days, which are days when the vessel is available to earn revenue but is not employed, are included in revenue days. We use revenue days to explain changes in our net revenues between periods. Average Number of Ships.
Had we depreciated our vessels using an estimated useful life of 20 years instead of 25 years effective December 31, 2023, our depreciation for the year ended December 31, 2024 would have increased by approximately $58.9 million. Vessel Impairment Description.
Had we depreciated our vessels using an estimated useful life of 20 years instead of 25 years effective December 31, 2024, our depreciation for the year ended December 31, 2025 would have increased by approximately $57.1 million. Vessel Impairment Description.
Adjusted EBITDA represents EBITDA before gain or loss on sale and write-down of assets, realized gain or loss on interest rate swaps, unrealized gain or loss on derivative instruments, equity income or loss, and certain other income or expenses.
Adjusted EBITDA represents EBITDA before gain or loss on sale and write-down of assets, dividend income, realized gain or loss on interest rate swaps, unrealized gain or loss on derivative instruments, equity income or loss, gain on distribution from equity-accounted investment and certain other income or expenses.
As a result, our consolidated financial statements prior to the date we acquired the Acquired Operations have been retroactively adjusted or recast to include 100% of the assets and liabilities and results of the Acquired Operations during the periods they were under common control of Teekay, which include all periods presented in this Annual Report.
As a result, our consolidated financial statements prior to December 31, 2024, the date we acquired the Acquired Operations, were retroactively adjusted or recast at December 31, 2024 to include 100% of the assets and liabilities and results of the Acquired Operations during the periods they were under common control of Teekay, which include certain periods presented in this Annual Report.
The actual life of a vessel may be different than the estimated useful life, with a shorter actual useful life resulting in an increase in depreciation expense and potentially resulting in an impairment loss. A longer actual useful life will result in a decrease in depreciation expense.
Effect if Actual Results Differ from Assumptions. The actual life of a vessel may be different than the estimated useful life, with a shorter actual useful life resulting in an increase in depreciation expense and potentially resulting in an impairment loss. A longer actual useful life will result in a decrease in depreciation expense.
Likewise, if we determined that an uncertain tax position was not sustained upon examination, we would typically decrease our net income or increase our net loss in the period such determination was made. See “Item 18 - Financial Statements: Note 18 - Income Tax Expense” of this Annual Report.
Likewise, if we determine that an uncertain tax position is not sustained upon examination, we typically decrease our net income or increase our net loss in the period such determination was made. See “Item 18 - Financial Statements: Note 18 - Income Tax Recovery (Expense)” of this Annual Report.
Consistent with our methodology in prior years, we have determined that none of our vessels have a market value less than their carrying value as of December 31, 2024.
Consistent with our methodology in prior years, we have determined that none of our vessels has a market value less than its carrying value as of December 31, 2025.
Our primary uses of cash include the payment of operating expenses, dry-docking expenditures, costs associated with modifications to our vessels, funding our other working capital requirements, dividend payments on our common shares, repurchase of our common shares under our share repurchase program, providing funding to our equity-accounted joint venture from time to time, debt servicing costs, as well as scheduled repayments of long-term debt.
Our primary uses of cash include the payment of operating expenses, dry-docking expenditures, costs associated with modifications to our vessels, funding our other working capital requirements, dividend payments on our common shares, repurchase of our Class A common shares under our share repurchase program, debt servicing costs, as well as scheduled repayments of long-term debt.
(2) Total debt includes short-term debt, current and long-term portion of long-term debt, and current and long-term portion of obligations related to finance leases. (3) Net revenues, EBITDA and Adjusted EBITDA are non-GAAP financial measures.
(2) Total debt includes short-term debt, current and long-term portion of long-term debt, and current and long-term portion of obligations related to any finance leases. 46 Table of Conten t s (3) Net revenues, EBITDA and Adjusted EBITDA are non-GAAP financial measures.
(2) Includes certain services which were provided to us by the Entities under Common Control, which offset the corresponding expense we paid to Entities under Common Control prior to our acquisition of the Acquired Operations on December 31, 2024.
(2) Includes certain services which were provided to us by the Entities under Common Control, which offset the corresponding expense we paid to the Entities under Common Control prior to our acquisition of the Acquired Operations on December 31, 2024. Subsequent to our acquisition of the Acquired Operations, this arrangement is no longer applicable.
Vessel Operating Expenses . Vessel operating expenses were $150.6 million for the year ended December 31, 2024 compared to $149.0 million for the year ended December 31, 2023.
Vessel Operating Expenses . Vessel operating expenses were $131.0 million for the year ended December 31, 2025 compared to $150.6 million for the year ended December 31, 2024.
Other income was $4.6 million for the year ended December 31, 2024, compared to other expense of $1.4 million for the year ended December 31, 2023.
Other income was $1.8 million for the year ended December 31, 2025, compared to other income of $4.6 million for the year ended December 31, 2024.
The carrying values of our vessels may not represent their market value at any point in time because the market prices of second-hand vessels tend to fluctuate with changes in charter rates and the cost of newbuildings, among other factors.
The carrying values of our vessels may not represent their market value at any point in time because the market prices of second-hand vessels tend to fluctuate with changes in charter rates and the cost of newbuildings, among other factors. Both charter rates and newbuilding costs tend to be cyclical in nature. Judgments and Uncertainties.
The following table should be read together with, and is qualified in its entirety by reference to, the consolidated financial statements and accompanying notes for the years ended December 31, 2024, 2023 and 2022 (which are included herein). On December 31, 2024, we acquired from Teekay the Acquired Operations.
The following table should be read together with, and is qualified in its entirety by reference to, the consolidated financial statements and accompanying notes for the years ended December 31, 2025, 2024 and 2023 (which are included herein).
Under GAAP, all foreign currency-denominated monetary assets and liabilities (including cash and cash equivalents, restricted cash, accounts receivable, accounts payable, accrued liabilities, 46 Table of Conten t s advances from affiliates and advances to affiliates) are revalued and reported based on the prevailing exchange rate at the end of the period.
Under GAAP, all foreign currency-denominated monetary assets and liabilities (including cash and cash equivalents, restricted cash, accounts receivable, accounts payable, accrued liabilities, advances from affiliates and advances to affiliates) are revalued and reported based on the prevailing exchange rate at the end of the period. These foreign currency translation fluctuations based on the strength of the U.S.
Depreciation and Amortization . Depreciation and amortization was $93.6 million for the year ended December 31, 2024 compared to $97.6 million for the year ended December 31, 2023.
Depreciation and Amortization . Depreciation and amortization was $86.6 million for the year ended December 31, 2025 compared to $93.6 million for the year ended December 31, 2024.
Our depreciation and amortization expense typically consists of charges related to the depreciation of the historical cost of our fleet (less an estimated residual value) over the estimated useful lives of our vessels, charges related to the amortization of dry-docking expenditures over the estimated number of years to the next scheduled dry docking, and charges related to the amortization of our intangible assets over the estimated useful life of 10 years.
Our depreciation and amortization expense typically consists of charges related to the depreciation of the historical cost of our fleet (less an estimated residual value) over the estimated useful lives of our vessels, charges related to the amortization of dry-docking expenditures over the estimated number of years to the next scheduled dry docking, and charges related to the amortization of our intangible assets over the estimated useful life of 10 years except in the case of in-definite-lived intangible assets, which are not subject to amortization.
Tanker spot markets are typically stronger in the winter months as a result of increased oil consumption in the northern hemisphere and unpredictable weather patterns that tend to disrupt vessel scheduling. However, there can be other factors that override typical seasonality, such as global oil trade routes and tonne-mile demand being impacted by Russia's invasion of Ukraine.
Tanker spot markets are typically stronger in the winter months as a result of increased oil consumption in the northern hemisphere and unpredictable weather patterns that tend to disrupt vessel scheduling. However, there can be other factors that override typical seasonality, such as geopolitical events, sanctions and other factors which influence oil trade routes and tonne-mile supply and demand.
Our estimated charter rates are discounted for the years when the vessel age is 15 years and older, as compared to the estimated charter rates for years when the vessel is younger than 15 years. Such discounts primarily reflect expectations of lower utilization for older vessels.
Our estimated charter rates are discounted for the years when the vessel age is 15 years and older, as compared to the estimated charter rates for years when the vessel is younger than 15 years. Such discounts primarily reflect expectations of lower utilization for older vessels. Our estimates of vessel utilization, including estimated off-hire time, are based on historical experience.
Revenue Days. Revenue days are the total number of calendar days our vessels were in our possession during a period, less the total number of off-hire days during the period associated with major repairs or modifications, dry dockings, or special or intermediate surveys. Consequently, revenue days represents the total number of days available for the vessel to earn revenue.
Revenue Days. Revenue days are the total number of calendar days our vessels were in our possession during a period, less the total number of off-hire days during the period associated with events such as major repairs or modifications, dry dockings, or special or intermediate surveys.
Continued escalation or expansion of hostilities in the Middle East, interventions by other groups or nations, the imposition of economic sanctions on any major oil producing nations, disruption of shipping transit in the Straits of Hormuz or other significant trade routes, such as the Red Sea, or similar outcomes could adversely affect the tanker industry, demand for our services, our business, results of operations, financial condition and cash flows.
The expansion of hostilities in the Middle East may lead to interventions by other groups or nations, the imposition of economic sanctions on any major oil producing nations, additional disruption of shipping transit in other trade routes, or similar outcomes that could affect the tanker industry, demand for our services, our business, results of operations, financial condition and cash flows.
Charter Hire Expenses . Charter hire expenses were $74.4 million for the year ended December 31, 2024 compared to $70.8 million for the year ended December 31, 2023.
Charter Hire Expenses . Charter hire expenses were $42.7 million for the year ended December 31, 2025 compared to $74.4 million for the year ended December 31, 2024.
Our business is to own and operate crude oil and product tankers, and we employ a chartering strategy that seeks to capture upside opportunities in the tanker spot market while using fixed-rate time charters and full service lightering (or FSL ) contracts to reduce potential downside risks.
(NYSE: TK) (or Teekay ) and we completed our initial public offering in December 2007. Our business is to own and operate crude oil and product tankers, and we employ a chartering strategy that seeks to capture upside opportunities in the tanker spot market while using fixed-rate time charters to reduce potential downside risks.
Dollars) 2024 2023 2022 Tankers Income from operations 365,461 535,910 255,949 Add (subtract) specific items affecting income from operations: Vessel operating expenses 150,605 148,960 150,448 Charter hire expenses 74,379 70,836 27,374 Depreciation and amortization 93,582 97,551 99,033 General and administrative expenses 48,833 45,936 41,769 Gain on sale and write-down of assets (38,080) (10,360) (8,888) Restructuring charges 5,952 1,248 1,822 Net revenues 700,732 890,081 567,507 EBITDA and Adjusted EBITDA EBITDA and Adjusted EBITDA are non-GAAP financial measures.
Dollars) 2025 2024 2023 Tankers Income from operations 299,349 365,461 535,910 Add (subtract) specific items affecting income from operations: Vessel operating expenses 131,011 150,605 148,960 Charter hire expenses 42,742 74,379 70,836 Depreciation and amortization 86,630 93,582 97,551 General and administrative expenses 46,568 48,833 45,936 Gain on sale and write-down of assets (99,659) (38,080) (10,360) Restructuring charges — 5,952 1,248 Net revenues 506,641 700,732 890,081 EBITDA and Adjusted EBITDA EBITDA and Adjusted EBITDA are non-GAAP financial measures.
Our vessels are normally off-hire when they are being dry docked. We had 13 vessels dry dock in 2024, compared to seven vessels in 2023 and nine vessels in 2022. We also had three vessels off-hire during 2022 while completing BWTS installations.
Our vessels are normally off-hire when they are being dry docked. We had nine vessels dry dock in 2025, compared to 13 vessels in 2024 and seven vessels in 2023.
Net revenues were $700.7 million for the year ended December 31, 2024 compared to $890.1 million for the year ended December 31, 2023.
Net revenues were $506.6 million for the year ended December 31, 2025 compared to $700.7 million for the year ended December 31, 2024.
Year Ended December 31, (in thousands of U.S. dollars, except share and fleet data) 2024 2023 2022 GAAP Financial Comparison: Income Statement Data: Revenues 1,229,336 1,473,699 1,177,956 Income from operations 380,143 546,764 263,823 Net income 403,667 519,890 235,427 Earnings per share - diluted 11.63 15.04 6.87 Balance Sheet Data (at end of year): Cash and cash equivalents 511,888 391,464 206,926 Total vessels and equipment (1) 1,184,271 1,234,524 1,296,262 Total debt (2) — 139,599 532,760 Total equity 1,756,550 1,550,157 1,091,817 Non-GAAP Financial Comparison: (3) Net revenues - Tankers (4) 700,732 890,081 567,507 EBITDA 466,467 638,242 363,050 Adjusted EBITDA 420,850 623,562 348,095 Fleet Data: Average number of tankers (5) Suezmax 25.8 26.0 25.1 Aframax / LR2 23.7 25.6 23.8 Bunker tanker 0.2 0.0 0.0 VLCC 0.5 0.5 0.5 (1) Total vessels and equipment consist of (a) our vessels, at cost less accumulated depreciation, (b) vessels related to finance leases, at cost less accumulated depreciation, and (c) operating lease right-of-use assets.
Year Ended December 31, (in thousands of U.S. dollars, except share and fleet data) 2025 2024 2023 GAAP Financial Comparison: Income Statement Data: Revenues 951,797 1,229,336 1,473,699 Income from operations 309,099 380,143 546,764 Net income 351,186 403,667 519,890 Earnings per share - basic 10.15 11.73 15.22 Earnings per share - diluted 10.10 11.63 15.04 Balance Sheet Data (at end of year): Cash, cash equivalents and short-term investments 852,569 511,888 391,464 Total vessels and equipment (1) 1,038,644 1,184,271 1,234,524 Total debt (2) — — 139,599 Total equity 2,043,616 1,756,550 1,550,157 Non-GAAP Financial Comparison: (3) Net revenues - Tankers (4) 506,641 700,732 890,081 EBITDA 407,099 466,467 638,242 Adjusted EBITDA 295,476 420,850 623,562 Fleet Data: Average number of tankers (5) Suezmax 21.1 25.8 26.0 Aframax / LR2 18.5 23.7 25.6 Bunker tanker 1.0 0.2 0.0 VLCC 0.7 0.5 0.5 (1) Total vessels and equipment consist of (a) our vessels, at cost less accumulated depreciation, (b) any vessels related to finance leases, at cost less accumulated depreciation, and (c) operating lease right-of-use assets.
Income from vessel operations for Marine Services and Other was $10.9 million for the year ended December 31, 2023 compared to $7.9 million for the year ended December 31, 2022.
Income from operations for Marine Services and Other was $9.8 million for the year ended December 31, 2025, compared to $14.7 million for the year ended December 31, 2024.
Net Financing Cash Flow The $126.7 million decrease in net cash flow used for financing activities for the year ended December 31, 2024, compared to the prior year, was primarily due to: • a decrease of $256.1 million in cash outflows during the year ended December 31, 2024, primarily due to a decrease in prepayments and scheduled repayments on our finance lease obligations resulting from the repurchase of eight Suezmax tankers under their previous sale-leaseback financing agreements during the year ended December 31, 2024 compared to the repurchase of eight Suezmax tankers and 11 Aframax / LR2 tankers during the year ended December 31, 2023; • a decrease of $4.5 million in cash outflows due to debt issuance costs paid in relation to the setup of the 2023 Revolver that was entered during the year ended December 31, 2023; and • an increase of $2.9 million in cash inflows due to proceeds received upon the exercise of stock options during the year ended December 31, 2024; partially offset by: • an increase of $92.2 million in cash outflows related to our acquisition of the Acquired Operations from Teekay during the year ended December 31, 2024; and • an increase of $43.3 million in cash outflows due to cash dividends on our common shares paid during the year ended December 31, 2024.
Net Financing Cash Flow The $274.9 million decrease in net cash flow used for financing activities for the year ended December 31, 2025, compared to the prior year, was primarily due to: • a decrease of $142.2 million in cash outflows during the year ended December 31, 2025, primarily due to a decrease in prepayments and scheduled repayments on our finance lease obligations resulting from the repurchase of eight Suezmax tankers under their previous sale-leaseback financing agreements in the first quarter of 2024; • a decrease of $92.2 million in cash outflows related to our acquisition of the Acquired Operations from Teekay during the year ended December 31, 2024; • a decrease of $33.8 million in cash outflows due to cash dividends on our common shares paid during the year ended December 31, 2025; and • a decrease of $5.0 million in cash outflows related to the Acquired Operations due to a distribution from Entities under Common Control to Teekay during the year ended December 31, 2024; partially offset by: • a decrease of $1.2 million in cash inflows due to proceeds received upon the exercise of stock options during the year ended December 31, 2025.
Interest expense was $7.5 million for the year ended December 31, 2024 compared to $27.7 million for the year ended December 31, 2023. The decrease was primarily due to our repurchase of 11 Aframax / LR2 tankers and 16 Suezmax tankers during 2023 and the first quarter of 2024, all of which vessels were previously held under sale-leaseback arrangements.
Interest expense was $2.9 million for the year ended December 31, 2025 compared to $7.5 million for the year ended December 31, 2024. The decrease was primarily due to the repurchase of eight Suezmax tankers during the first quarter of 2024, all of which were previously held under sale-leaseback arrangements. Other Income .
Our total consolidated liquidity, including cash, cash equivalents and undrawn credit facilities, increased by $78.8 million during the year ended December 31, 2024 from $687.1 million at December 31, 2023 to $765.9 million at December 31, 2024.
Our total consolidated liquidity, including cash, cash equivalents, short-term investments and undrawn credit facilities, increased by $258.4 million during the year ended December 31, 2025 from $765.9 million at December 31, 2024 to $1.0 billion at December 31, 2025.
Increased regulation of greenhouse gases may, in the long-term, lead to reduced demand for oil and reduced demand for our services. Critical Accounting Estimates We prepare our consolidated financial statements in accordance with GAAP, which requires us to make estimates in the application of our accounting policies based on our best assumptions, judgments and opinions.
Critical Accounting Estimates We prepare our consolidated financial statements in accordance with GAAP, which requires us to make estimates in the application of our accounting policies based on our best assumptions, judgments and opinions.
The following tables highlight the average TCE rates earned by our spot vessels (including those trading on voyage charters, in RSAs and in FSL) and our time charter-out vessels for 2024, 2023 and 2022: Year Ended December 31, 2024 Revenues (1) Voyage Expenses (2) Adjustments (3) TCE Revenues Revenue Days Average TCE per Revenue Day (3) (in thousands) (in thousands) (in thousands) (in thousands) Voyage-charter contracts - Suezmax (4) $ 547,261 $ (216,951) $ 2,788 $ 333,098 8,779 $ 37,941 Voyage-charter contracts - Aframax / LR2 (4) $ 519,702 $ (192,126) $ 1,224 $ 328,800 8,234 $ 39,933 Time charter-out contracts - Suezmax $ 12,767 $ (725) $ 1 $ 12,043 321 $ 37,513 Time charter-out contracts - Aframax / LR2 $ 12,006 $ (424) $ 300 $ 11,882 243 $ 48,879 Total $ 1,091,736 $ (410,226) $ 4,313 $ 685,823 17,577 $ 39,018 (1) Excludes $11.2 million of revenues related to our STS support services operations, $1.9 million of bunker commissions earned, and $1.4 million of revenue earned from our responsibilities in employing the vessels subject to RSAs.
(5) Includes one VLCC tanker, which was acquired by us from our 50/50 joint venture in August 2025, is trading in a pooling arrangement managed by a third-party, and is under contract to be sold. 52 Table of Conten t s Year Ended December 31, 2024 Revenues (1) Voyage Expenses (2) Adjustments (3) TCE Revenues Revenue Days Average TCE per Revenue Day (3) (in thousands) (in thousands) (in thousands) (in thousands) Voyage-charter contracts - Suezmax (4) $ 547,261 $ (216,951) $ 2,788 $ 333,098 8,779 $ 37,941 Voyage-charter contracts - Aframax / LR2 (4) $ 519,702 $ (192,126) $ 1,224 $ 328,800 8,234 $ 39,933 Time charter-out contracts - Suezmax $ 12,767 $ (725) $ 1 $ 12,043 321 $ 37,513 Time charter-out contracts - Aframax / LR2 $ 12,006 $ (424) $ 300 $ 11,882 243 $ 48,879 Total $ 1,091,736 $ (410,226) $ 4,313 $ 685,823 17,577 $ 39,018 (1) Excludes $11.2 million of revenues related to our STS support services operations, $1.9 million of revenues related to certain bunker related activities, and $1.4 million of revenue earned from our responsibilities in employing the vessels subject to the RSAs.
Dollars) 2024 2023 2022 Reconciliation of "EBITDA" and "Adjusted EBITDA” to “Net income” Net income 403,667 519,890 235,427 Subtract: Net income attributable to the Entities under Common Control (i) (11,744) (6,219) (6,341) Net income attributable to shareholders of Teekay Tankers 391,923 513,671 229,086 Depreciation and amortization 93,582 97,551 99,033 Interest expense, net of interest income (15,355) 17,528 34,402 Income tax (recovery) expense (3,683) 9,492 529 EBITDA 466,467 638,242 363,050 Gain on sale and write-down of assets (38,080) (10,360) (8,888) Realized gain on interest rate swap — (953) (532) Realized gain from early termination of interest rate swap — (3,215) — Unrealized loss on derivative instruments — 3,709 (3,163) Equity income (2,767) (3,432) (244) Other income (ii) (4,770) (429) (2,128) Adjusted EBITDA 420,850 623,562 348,095 (i) For information on Entities under Common Control, please see "Item 18 – Financial Statements: Note 3 - Acquisition of Entities under Common Control" (ii) The amount recorded for the year ended December 31, 2024, primarily relates to foreign exchange gains, recoveries related to the settlement of prior year claims, an unrealized gain on investment in marketable securities, and the premium paid as part of the exercise of early purchase options in relation to the repurchase of certain sale-leaseback vessels.
Dollars) 2025 2024 2023 Reconciliation of "EBITDA" and "Adjusted EBITDA” to “Net income” Net income 351,186 403,667 519,890 Subtract: Net income attributable to the Entities under Common Control (i) — (11,744) (6,219) Net income attributable to shareholders of Teekay Tankers 351,186 391,923 513,671 Depreciation and amortization 86,630 93,582 97,551 Interest expense, net of interest income (26,793) (15,355) 17,528 Income tax (recovery) expense (3,924) (3,683) 9,492 EBITDA 407,099 466,467 638,242 Gain on sale and write-down of assets (99,659) (38,080) (10,360) Realized gain on interest rate swap — — (953) Realized gain from early termination of interest rate swap — — (3,215) Unrealized loss on derivative instruments — — 3,709 Equity income and gain on distribution from equity-accounted investment (9,617) (2,767) (3,432) Other income (ii) (2,347) (4,770) (429) Adjusted EBITDA 295,476 420,850 623,562 (i) For information on Entities under Common Control, please see "Item 18 – Financial Statements: Note 3 - Acquisition of Entities under Common Control" (ii) The amount for the year ended December 31, 2025 relates to a realized gain on the sale of investment in marketable securities, an unrealized loss on investment in marketable securities, foreign exchange gains and dividend income.
Income Tax Expense . Income tax expense was $0.4 million for the year ended December 31, 2024 compared to $12.6 million for the year ended December 31, 2023.
Income Tax Recovery (Expense) . Income tax recovery was $3.9 million for the year ended December 31, 2025 compared to income tax expense of $0.4 million for the year ended December 31, 2024.
The gain on the sale and write-down of assets of $8.9 million for the year ended December 31, 2022 was related to: • the sale of three Aframax / LR2 tankers and one Suezmax tanker in 2022, which resulted in an aggregate gain of $9.4 million during the year ended December 31, 2022, and the reversal of a previous write-down of one of these tankers that had been recorded during the fourth quarter of 2021, which reversal was made to reflect the tanker's agreed sales price and resulted in a gain of $0.6 million during the year ended December 31, 2022; partially offset by: • the impairment recorded on two of our operating lease right-of-use assets resulting from a decline in the prevailing short-term time-charter rates, which resulted in a write-down of $1.1 million during the year ended December 31, 2022.
The gain on sale and write-down of assets of $99.7 million for the year ended December 31, 2025 was related to: • the sales of eight Suezmax tankers and three Aframax / LR2 tankers, which resulted in an aggregate gain on sales of $100.5 million during the year ended December 31, 2025; partially offset by: • the impairment recorded on two of our operating lease right-of-use assets resulting from a decline in the prevailing short-term time-charter rates, which resulted in a write-down of $0.8 million during the year ended December 31, 2025.
Voyage expenses are all expenses unique to a particular voyage, including any fuel expenses, port fees, cargo loading and unloading expenses, canal tolls, agency fees and commissions.
Our charters are explained further below. 44 Table of Conten t s Voyage Expenses. Voyage expenses are all expenses unique to a particular voyage, including any fuel expenses, port fees, cargo loading and unloading expenses, canal tolls, agency fees and commissions.
On December 31, 2024, we acquired the Acquired Operations, including the transfer to us of Teekay's supplemental retirement defined contribution plan liability, which relates to the management service companies included in the Acquired Operations. Under the acquired Australian operations, we provide operational and maintenance marine services to the Australian government, Australian energy companies and other third parties.
On December 31, 2024, we acquired Teekay's Australian operations and all of Teekay's management services companies not previously owned by us, including the transfer to us of Teekay's supplemental retirement defined contribution plan liability, which relates to the management service companies included in the acquisition (collectively, the Acquired Operations ).
Dollar-Denominated Obligations Chartered-in vessels (operating leases) (1) 93.8 43.4 21.1 13.4 8.5 7.4 Total 93.8 43.4 21.1 13.4 8.5 7.4 (1) Excludes payments required if we exercise options to extend the terms of in-chartered leases signed as of December 31, 2024.
Dollar-Denominated Obligations Chartered-in vessels (operating leases) (1) 67.9 36.7 15.3 8.5 7.4 Vessel acquisition (2) 42.5 42.5 — — — Total 110.4 79.2 15.3 8.5 7.4 (1) Excludes payments required if we exercise options to extend the terms of in-chartered leases signed as of December 31, 2025.
Net Investing Cash Flow The $22.4 million decrease in net cash flow provided by investing activities for the year ended December 31, 2024, compared to the prior year, was primarily due to: • an increase of $70.5 million in cash outflows resulting from the acquisition of one Aframax / LR2 tanker during the year ended December 31, 2024; 59 Table of Conten t s • an increase of $21.0 million in cash outflows resulting from an investment in marketable securities during the year ended December 31, 2024; and • a decrease of $1.4 million in cash inflows resulting from a partial loan repayment from our equity-accounted joint venture during the year ended December 31, 2024 compared to the prior year; partially offset by: • an increase of $65.2 million in cash inflows resulting from higher net proceeds received from the sale of two Aframax / LR2 tankers and one Suezmax tanker during the year ended December 31, 2024 compared to net proceeds received from the sale of one Aframax / LR2 tanker during the year ended December 31, 2023; and • a decrease of $5.4 million in cash outflows resulting from lower capital expenditures for the fleet during the year ended December 31, 2024.
Net Investing Cash Flow The $83.4 million decrease in net cash flow used for investing activities for the year ended December 31, 2025, compared to the prior year, was primarily due to: • an increase of $254.3 million in cash inflows resulting from higher net proceeds received from the sales of eight Suezmax tankers and three Aframax / LR2 tankers during the year ended December 31, 2025 compared to net proceeds received from the sale of two Aframax / LR2 tankers and one Suezmax tanker during the year ended December 31, 2024; • an increase of $26.3 million in cash inflows resulting from proceeds received from the sale of our entire investment in marketable securities during the year ended December 31, 2025; • an increase of $25.2 million in cash inflows resulting from a distribution from our equity-accounted joint venture during the year ended December 31, 2025; • a decrease of $18.7 million in cash outflows resulting from an investment in marketable securities during the year ended December 31, 2025; and • a decrease of $1.8 million in cash outflows resulting from lower capital expenditures for the fleet during the year ended December 31, 2025 compared with the prior year; partially offset by: • an increase of $119.8 million in cash outflows resulting from the acquisitions of one Aframax / LR2 tanker, one Suezmax tanker and one VLCC tanker during the year ended December 31, 2025 compared to the acquisition of one Aframax / LR2 tanker during the year ended December 31, 2024; • an increase of $99.0 million in cash outflows resulting from payments held in escrow related to the acquisitions of three Aframax / LR2 tankers during the year ended December 31, 2025; • an increase of $22.0 million in cash outflows resulting from a net increase in our short-term investments during the year ended December 31, 2025; and • a decrease of $2.1 million in cash inflows resulting from a loan repayment from our equity-accounted joint venture during the year ended December 31, 2025 compared with the prior year.

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Biggest changeKarlshoej joined Anholt Services (USA), Inc., a wholly-owned subsidiary of Kattegat Trust, which oversees the trust's globally diversified investment portfolio, in 2018, and serves on its Investment Committee. In addition, Mr. Karlshoej is involved in a number of commercial ventures in real estate development and agriculture, both as an owner and investor. Mr.
Biggest changePrior to these roles, he served in various business development, commercial management and chartering roles within the Teekay group in its offshore and tanker segments. Mr. Karlshoej joined Anholt Services (USA) Inc., a wholly-owned subsidiary of The Kattegat Trust, which oversees the trust’s globally diversified investment portfolio, in 2018, and currently serves on its Investment Committee. In addition, Mr.
( Resolute ), as well as other subsidiaries and affiliates of Kattegat Limited, a parent company of Resolute. Mr. Antturi previously worked with Teekay from 1991 through 2005, serving as President of Teekay’s shuttle tanker division, and as Senior Vice President, Chief Financial Officer and Controller.
(Resolute), as well as other subsidiaries and affiliates of Kattegat Limited, a parent company of Resolute. Mr. Antturi previously worked with Teekay from 1991 through 2005, serving as President of Teekay’s shuttle tanker division, as Senior Vice President, Chief Financial Officer and Controller.
He was formerly a Director and Chief Financial Officer at John Wood Group PLC (the Wood Group ), a provider of engineering, production support and maintenance management services to the oil and gas and power generation industries, a role he held from 2000 until his retirement in 2015. Prior to this, Mr.
He was formerly a Director and Chief Financial Officer at John Wood Group PLC (Wood Group), a provider of engineering, production support and maintenance management services to the oil and gas and power generation industries, a role he held from 2000 until his retirement in 2015. Prior to this, Mr.
The Nominating, Governance and Compensation Committee: • identifies individuals qualified to become Board members and recommends to the Board nominees for election as directors; • maintains oversight of the operation and effectiveness of the Board and our corporate governance; • develops, updates and recommends to the Board corporate governance principles and policies applicable to us, and monitors compliance with these principles and policies; • oversees the evaluation of the Board and its committees; • reviews and approves goals and objectives relevant to the Chief Executive Officer’s compensation, evaluates the Chief Executive Officer’s performance in light of these goals and objectives, and determines the Chief Executive Officer’s compensation; • reviews and approves the evaluation process and determination of compensation structure for executive officers, other than the Chief Executive Officer, and reports such determinations and actions to the Board; 67 Table of Conten t s • reviews and makes recommendations to the Board regarding compensation for directors; • exercises overall responsibility for approving and evaluating our incentive compensation and equity-based plans; • oversees our other compensation plans, policies and programs; and • undertakes any other duties and responsibilities relating to compensation or governance matters that the Board may delegate to the committee, or that the committee deems appropriate for it to carry out its purpose under its committee charter.
The Nominating, Governance and Compensation Committee: • identifies individuals qualified to become Board members and recommends to the Board nominees for election as directors; • maintains oversight of the operation and effectiveness of the Board and our corporate governance; 64 Table of Conten t s • develops, updates and recommends to the Board corporate governance principles and policies applicable to us, and monitors compliance with these principles and policies; • oversees the evaluation of the Board and its committees; • reviews and approves goals and objectives relevant to the Chief Executive Officer’s compensation, evaluates the Chief Executive Officer’s performance in light of these goals and objectives, and determines the Chief Executive Officer’s compensation; • reviews and approves the evaluation process and determination of compensation structure for executive officers, other than the Chief Executive Officer, and reports such determinations and actions to the Board; • reviews and makes recommendations to the Board regarding compensation for directors; • exercises overall responsibility for approving and evaluating our incentive compensation and equity-based plans; • oversees our other compensation plans, policies and programs; and • undertakes any other duties and responsibilities relating to compensation or governance matters that the Board may delegate to the committee, or that the committee deems appropriate for it to carry out its purpose under its committee charter.
Hvid has served on the board of Gard P. & I. (Bermuda) Ltd. since 2007. David Schellenberg joined the board of Teekay Tankers in 2019 and serves on its Audit Committee.
Hvid has served on the board of Gard P. & I. (Bermuda) Ltd. since 2007. David Schellenberg joined the board of Teekay Tankers Ltd. in 2019 and currently serves on its Audit Committee.
Item 6. Directors, Senior Management and Employees Our President and Chief Executive Officer, Kenneth Hvid, and our Chief Financial Officer, Brody Speers, also serve as Teekay's President and Chief Executive Officer and Chief Financial Officer, respectively.
Item 6. Directors, Senior Management and Employees Our President and Chief Executive Officer, Kenneth Hvid, and our Chief Financial Officer, Brody Speers, also serve as Teekay's President and Chief Executive Officer and Chief Financial Officer, respectively. Messrs.
Share Ownership The following table sets forth certain information regarding beneficial ownership, as of March 1, 2025, of our Class A common shares by our directors and executive officers as a group. None of these persons beneficially owns any of our Class B common shares. The information is not necessarily indicative of beneficial ownership for any other purpose.
Share Ownership The following table sets forth certain information regarding beneficial ownership, as of March 1, 2026, of our Class A common shares by our directors and executive officers as a group. None of these persons beneficially owns any of our Class B common shares. The information is not necessarily indicative of beneficial ownership for any other purpose.
Please read "Item 7 - Major Shareholders and Certain Relationships and Related Party Transactions." The Board has adopted Corporate Governance Guidelines that address, among other things, director qualification standards, director functions and responsibilities, director access to management, director compensation and management succession.
Please read "Item 7 - Major Shareholders and Related Party Transactions." The Board has adopted Corporate Governance Guidelines that address, among other things, director qualification standards, director functions and responsibilities, director access to management, director compensation and management succession.
Krediet holds an MBA from the Darden Graduate School of Business at the University of Virginia. Alan Semple joined the board of Teekay Tankers in December 2024, and serves as the Chair of its Audit Committee.
Krediet holds an MBA from the Darden Graduate School of Business at the University of Virginia. Alan Semple joined the board of Teekay Tankers Ltd. in December 2024, and currently serves as the Chair of its Audit Committee.
Prior to this appointment, he served in several senior financial positions, including as Vice President, Finance of Teekay since 2018, Treasurer of Teekay since 2022 and as Chief Financial Officer of Teekay Gas Group Ltd., a company that provided services to Teekay LNG Partners L.P. and its affiliates, in 2017 and 2018. Prior to joining Teekay in 2008, Mr.
Prior to this appointment as Chief Financial Officer, he served in several senior financial positions, including as Vice President, Finance of Teekay since 2018, Treasurer of Teekay since 2022 and as Chief Financial Officer of Teekay Gas Group Ltd., a company that provided services to Teekay LNG Partners L.P. and its affiliates, in 2017 and 2018.
Under SEC rules a person or entity beneficially owns any shares that the person or entity (a) has or shares voting or investment power or (b) has the right to acquire as of April 30, 2025 (60 days after March 1, 2025) through the exercise of any stock option or other right.
Under SEC rules a person or entity beneficially owns any shares that the person or entity (a) has or shares voting or investment power over or (b) has the right to acquire as of April 30, 2026 (60 days after March 1, 2026) through the exercise of any stock option or other right.
Nominating, Governance and Compensation Committee Our Nominating, Governance and Compensation Committee is comprised of directors who satisfy the general NYSE independence standards. Our Nominating, Governance and Compensation Committee is comprised of Peter Antturi (Chair), Rudolph Krediet and Poul Karlshoej.
Nominating, Governance and Compensation Committee Our Nominating, Governance and Compensation Committee is comprised of directors who satisfy the applicable NYSE compensation committee independence standards. Our Nominating, Governance and Compensation Committee is comprised of Peter Antturi (Chair), Rudolph Krediet and Poul Karlshoej.
We are also party to collective bargaining agreements with various Australian maritime unions that cover officers and seafarers employed through our Australian operations. We believe that our relationships with these labor unions are good, with long-term collective bargaining agreements that demonstrate commitment from both parties.
Teekay Tankers' subsidiaries are also party to collective bargaining agreements with various Australian maritime unions that cover officers and seafarers employed through our Australian operations. We believe our relationships with these labor unions are good, with long-term collective bargaining agreements that demonstrate commitment from both parties.
Schellenberg brings over 25 years of financial and operating leadership experience to these roles. He is a Managing Director and Principal with Highland West Capital, a private equity firm in Vancouver, Canada. Prior to that, Mr.
Schellenberg brings over 25 years of financial and operational leadership experience to these roles. He is currently a Managing Director and Principal with Highland West Capital, a private equity firm in Vancouver, Canada. Prior to that, Mr.
Speers worked as a Chartered Professional Accountant for an accounting firm in Vancouver, Canada. Mr. Speers is also a Chartered Business Valuator. Mikkel Seidelin was appointed as Chief Commercial Officer of Teekay Tankers in August 2024, having previously served as its Head of Chartering and Commercial Operations since 2023.
Prior to joining Teekay in 2008, Mr. Speers worked as a Chartered Professional Accountant for an accounting firm in Vancouver, Canada. Mr. Speers is also a Chartered Business Valuator. Mikkel Seidelin was appointed as Chief Commercial Officer of Teekay Tankers in August 2024, having previously served as its Head of Chartering and Commercial Operations since 2023.
We are party to a collective bargaining agreement with the Philippine Seafarers’ Union and the National Union of Seafarers of India (NUSI), each of which is an affiliate of the International Transport Workers’ Federation (or ITF ), and an agreement with ITF London that cover substantially all of the officers and seafarers that operate our vessels.
Teekay Tankers' subsidiaries are party to a collective bargaining agreement with the Philippine Seafarers’ Union and the National Union of Seafarers of India (NUSI), each of which is an affiliate of the International Transport Workers’ Federation (or ITF ), and an agreement with ITF London that cover substantially all of our officers and seafarers that operate our vessels.
(2) Member of Nominating, Governance and Compensation Committee. (3) Chair of Audit Committee. (4) Member of Audit Committee. Certain biographical information about each of the individuals included in the table above is set forth below. Peter Antturi joined the board of Teekay Tankers in June 2021 and serves as the Chair of its Nominating, Governance and Compensation Committee.
(2) Member of Nominating, Governance and Compensation Committee. (3) Chair of Audit Committee. (4) Member of Audit Committee. Certain biographical information about each of the individuals included in the table above is set forth below. Peter Antturi joined the board of Teekay Tankers Ltd. in 2021 and serves as the Chair of the Nominating, Governance and Compliance Committee. Mr.
He previously served on the board of Teekay from 2017 to December 31, 2024 (including as its Chair from 2019 through 2024), and on the board of Teekay GP L.L.C., the general partner of Teekay LNG Partners L.P. (now known as Seapeak LLC), from 2019 to 2022. Mr.
He previously served on the board of Teekay Corporation Ltd. from 2017 to 2024 (including as its Chair from 2019 to 2024), and on the board of Teekay GP L.L.C., the general partner of Teekay LNG Partners L.P. (now known as Seapeak LLC), from 2019 to 2022. Mr.
He previously served on the board of Teekay from 2015 to December 31, 2024 (including as Chair of its Audit Committee from 2018 through 2024), and on the board of Teekay GP L.L.C., the general partner of Teekay LNG Partners L.P. (now known as Seapeak LLC), from 2019 to 2022 (including as Chair of its Audit Committee). Mr.
He previously served on the board of Teekay Corporation Ltd. from 2015 to 2024 (including as Chair of its Audit Committee), and on the board of Teekay GP L.L.C., the general partner of Teekay LNG Partners L.P. (now known as Seapeak LLC), from 2019 to 2022 (including as Chair of its Audit Committee). Mr.
Since joining Teekay in 2003, he has worked in various locations across the globe in commercial functions, including as Pool Manager for Taurus Tankers (LR2) and as Chartering Director for Teekay Tankers' Suezmax business. Mr. Seidelin holds an Executive MBA from INSEAD.
Since joining Teekay in 2003, he has worked in various locations across the globe in commercial functions, including as Pool Manager for Taurus Tankers (LR2) and as Chartering Director for Teekay Tankers' Suezmax business. Mr. Seidelin holds an Executive MBA from INSEAD. Rohit Kapoor was appointed as Head of Ship Management in 2020.
Identity of Person or Group Class A Common Shares Percent of Class A Common Shares Owned Percent of Total Class A and Class B Common Shares Owned All directors and executive officers as a group (9 persons) (1) 83,665 0.3% 0.2% _______________________________ (1) Excludes Class A and Class B common shares beneficially owned by Teekay, which controls us.
Identity of Person or Group Class A Common Shares Percent of Class A Common Shares Owned Percent of Total Class A and Class B Common Shares Owned All directors and executive officers as a group (10 persons) (1)(2) 117,579 0.39% 0.34% _______________________________ (1) Excludes Class A and Class B common shares beneficially owned by Teekay, which controls us.
Semple held a number of senior finance roles in the Wood Group from 1996. Mr. Semple currently serves on the board of Cactus, Inc. (NYSE: WHD), where he is the Chair of the Audit Committee. Mr.
Semple held a number of senior finance roles in Wood Group from 1996. Mr. Semple currently serves on the board of Cactus, Inc. (NYSE: WHD), where he is the Chair of the Audit Committee. He also served as a Director and Chair of the Audit Committee of Cobham PLC until 2018. Mr.
As of December 31, 2024, our executive officers are employed directly by one or more of our subsidiaries and their compensation is paid directly by us.
Compensation of Directors and Senior Management Executive Compensation Our executive officers are employed directly by one or more of our subsidiaries and their compensation is paid directly by us.
He has also served on the board of Teekay since 2019, where he is also a member of the Nominating, Governance and Compensation Committee. Mr. Antturi brings over 30 years of financial and operational experience in the shipping industry to these roles. Additionally, Mr. Antturi serves as an executive officer and director of Teekay’s largest shareholder, Resolute Investments, Ltd.
Antturi brings over 30 years of financial and operational experience in the shipping industry to this role. He has also served on the board of Teekay Corporation Ltd. since 2019. Additionally, Mr. Antturi serves as an executive officer and director of Teekay Corporation Ltd.’s largest shareholder, Resolute Investments, Ltd.
Name Age Position Peter Antturi 66 Director (1) Rudolph Krediet 47 Director (2) Alan Semple 65 Director (3) Kenneth Hvid 56 Director, President and Chief Executive Officer David Schellenberg 61 Director (4) Heidi Locke Simon 57 Chair (4) Poul Karlshoej 43 Director (2) Brody Speers 41 Chief Financial Officer Mikkel Seidelin 42 Chief Commercial Officer (1) Chair of Nominating, Governance and Compensation Committee.
Name Age Position Peter Antturi 67 Director (1) Rudolph Krediet 48 Director (2) Alan Semple 66 Director (3) Kenneth Hvid 57 Director, President and Chief Executive Officer David Schellenberg 62 Director (4) Heidi Locke Simon 58 Chair (4) Poul Karlshoej 44 Director (2) Brody Speers 42 Chief Financial Officer Mikkel Seidelin 43 Chief Commercial Officer Rohit Kapoor 53 Managing Director, Singapore & Head of Ship Management (1) Chair of Nominating, Governance and Compensation Committee.
They continue to allocate their time between managing our business and affairs as such officers and the business and affairs of Teekay. Messrs. Hvid and Speers allocate the majority of their time to our business, but various circumstances and the needs of Teekay's business may result in them having to allocate additional time to Teekay's business from time to time.
Hvid and Speers allocate the majority of their time to our business, but various circumstances and the needs of Teekay's business may result in them having to allocate additional time to Teekay's business from time to time.
Long-Term Incentive Program All equity-based awards granted in 2024 were made under our 2023 Long-Term Incentive Plan (or the 2023 Plan ), which was adopted in March 2023 in conjunction with the suspension of our 2007 Long-Term Incentive Plan (or the Prior Plan ).
The restricted stock units vested immediately. 63 Table of Conten t s Long-Term Incentive Program All equity-based awards granted in 2025 were made under our 2023 Long-Term Incentive Plan (or the 2023 Plan ), which was adopted in March 2023 in conjunction with the suspension of our 2007 Long-Term Incentive Plan (or the Prior Plan ).
As at December 31, 2024, we employed approximately 2,000 (2023 - 2,000; 2022 - 2,100) seagoing staff serving on vessels owned or managed by us, and approximately 330 (2023 - 300; 2022 - 370) shore-based personnel. We regard attracting and retaining motivated seagoing personnel as a top priority.
Crewing and Staff As at December 31, 2025, we employed approximately 1,800 (2024 - 2,000, 2023 - 2,000) seagoing staff serving on vessels owned or managed by us, and approximately 330 (2024 - 330, 2023 - 300) shore-based personnel.
Directors are appointed to serve for a one-year term and until their successors are appointed or until they resign or are removed. There are no service contracts between us and any of our directors providing for benefits upon termination of their employment or service.
There are no service contracts between us and any of our directors providing for benefits upon termination of their employment or service.
The members of the Audit Committee, Conflicts Committee and Nominating and Corporate Governance Committee attended all meetings in 2024. Audit Committee Our Audit Committee is comprised of directors who satisfy applicable NYSE and SEC audit committee independence standards. Our Audit Committee is comprised of Alan Semple (Chair), Heidi Locke Simon and David Schellenberg.
Audit Committee Our Audit Committee is comprised of directors who satisfy applicable NYSE and SEC audit committee independence standards. Our Audit Committee is comprised of Alan Semple (Chair), Heidi Locke Simon and David Schellenberg. All members of the committee are financially literate and the Board has determined that Mr.
In addition to any awards Teekay may grant to our executive officers under its long-term incentive plans, Teekay will reimburse us for time spent by our executive officers on Teekay's management matters. This reimbursement is a component of the management fee Teekay now pays to us pursuant to the management services agreements.
The compensation of these two executive officers (other than any awards under Teekay’s long-term equity incentive plan) is set and paid by us or our subsidiaries. Teekay reimburses us for time spent by our executive officers on Teekay’s management matters. This reimbursement is a component of the management fee Teekay pays to us pursuant to the management services agreements.
The committee charters are available under “Investors - Teekay Tankers Ltd. - Governance” from the home page of our website at www.teekay.com . During 2024, the Board held seven meetings and directors attended all Board meetings with the exception of one director who did not attend one meeting.
The committee charters are available under “Investors - Teekay Tankers Ltd. - Governance” from the home page of our website at www.teekay.com . During 2025, the Board held five meetings and each director attended all Board meetings. The members of the Audit Committee and Nominating, Governance and Compensation Committee attended all committee meetings in 2025.
Schellenberg was with specialty aviation and aerospace businesses, Conair Group and Cascade Aerospace, from 2000 to 2013, including serving as President and Chief Executive Officer from 2007 to 2013. Mr. Schellenberg also acted as a Managing Director in the Corporate Office of the Jim Pattison Group, Canada’s second largest private company, from 1991 to 2000. Mr.
Schellenberg was with specialty aviation and aerospace businesses, Conair Group and Cascade Aerospace, from 2000 to 2013, including serving as President and Chief Executive Officer from 2007 to 2013. Mr.
Karlshoej holds a degree in Agriculture Business from Colorado State University. Brody Speers was appointed as Chief Financial Officer of Teekay Tankers and of Teekay in August 2024.
Brody Speers was appointed as Chief Financial Officer of Teekay Tankers and of Teekay Corporation Ltd. in August 2024 and as a director of Teekay Corporation Ltd. in May 2025.
(now known as Seapeak LLC), from 2021 to 2022. Ms. Locke Simon brings over 30 years of experience to these roles. She was formerly a partner at Bain & Company and an Investment Banking Analyst at Goldman Sachs. Ms.
Locke Simon brings over 30 years of experience to these roles. She was formerly a partner at Bain & Company and an Investment Banking Analyst at Goldman Sachs. Ms. Locke Simon has served as a director of Compass Diversified Holdings (NYSE: CODI) since July 2023, where she is also a member of the Audit Committee.
In addition, the Board is responsible for evaluating and overseeing compliance with our policies, practices and contributions made in fulfillment of our social responsibilities and commitment to sustainability. Crewing and Staff On December 31, 2024, we acquired from Teekay the Acquired Operations, which include the remaining management services companies of Teekay not previously owned by us.
In addition, the Board is responsible for evaluating and overseeing compliance with our policies, practices and contributions made in fulfillment of our social responsibilities and commitment to sustainability.
Through our global manning organization comprised of offices in Manila, Philippines; Mumbai, India; and Sydney, Australia, we offer seafarers what we believe are competitive employment packages and comprehensive benefits. We also intend to provide opportunities for personal and career development, which relate to our philosophy of promoting internally.
We regard attracting and retaining motivated seagoing personnel as a top priority. Through our global manning organization comprised of offices in Singapore; Manila, Philippines; Mumbai, India; and Sydney, Australia, we offer seafarers what we believe are competitive employment packages and comprehensive benefits.
Krediet brings over 20 years of experience as a financial investment professional to these roles. Additionally, since 2013, Mr. Krediet has served as a partner at Anholt Services (USA) Inc., a wholly-owned subsidiary of Kattegat Trust, which oversees the trust's globally diversified investment portfolio. Prior to that, Mr.
Since 2013, he has served as a partner at Anholt Services (USA) Inc., which oversees the globally diversified investment portfolio of The Kattegat Trust, which owns Kattegat Limited and Anholt Services (USA) Inc. Mr.
In addition, each non-employee director received a $100,000 annual retainer for 2024 paid by way of a grant of restricted stock units under our 2023 Long-Term Incentive Plan. During 2024, these grants totaled 5,512 restricted stock units to non-employee directors. The restricted stock units vested immediately.
Non-Chair members of the Audit Committee and Nominating, Governance, and Compensation Committee received annual cash fees of $15,000 and $10,000 respectively. In addition, each non-employee director received a $135,000 annual retainer for 2025 paid by way of a grant of restricted stock units under our 2023 Long-Term Incentive Plan.
Rudolph Krediet joined the board of Teekay Tankers in December 2024, and has also served on the board of Teekay since 2017. He serves as the Chair of Teekay's Nominating, Governance and Compensation Committee and as a member of Teekay Tankers' Nominating, Governance and Compensation Committee. Mr.
Poul Karlshoej joined the boards of Teekay Tankers Ltd. and Teekay Corporation Ltd. in December 2024, and he serves as a member of the Nominating, Governance and Compensation Committees of both boards. He previously served as a board observer on the Teekay Tankers Ltd. board since 2021 and the Teekay Corporation Ltd. board since 2019.
Each restricted stock unit is equal in value to one Class A common share plus reinvested dividends, if any, from the grant date to the vesting date. Upon vesting, the value of the restricted stock unit 66 Table of Conten t s awards is paid to each recipient in the form of Class A common shares.
During 2025, we granted (i) no stock options to acquire Class A common shares and (ii) 94,878 restricted stock units to officers and employees of the Company. Each restricted stock unit is equal in value to one Class A common share plus reinvested dividends, if any, from the grant date to the vesting date.
Following such acquisition, we directly employ all of our officers and staff. Prior to such acquisition we employed a majority but not all of our staff.
On December 31, 2024, we acquired from Teekay the Acquired Operations, which include the remaining management services companies of Teekay not previously owned by us. Following such acquisition, we directly employ all of our officers and staff. Prior to such acquisition we employed a majority but not all of our staff.
She joined the board of directors of Teekay in 2017 and was appointed as its Chair in December 2024. She serves as a member of Teekay Tankers' Audit Committee and as the Chair of Teekay’s Audit Committee. In addition, she previously served as a director of Teekay GP L.L.C., the general partner of Teekay LNG Partners L.P.
She currently serves as the Chair of Teekay Corporation Ltd.’s Audit Committee and as a member of Teekay Tankers Ltd.’s Audit Committee. In addition to these roles, she previously served as a director of Teekay GP L.L.C., the general partner of Teekay LNG Partners L.P. (now known as Seapeak LLC), from 2021 to 2022. Ms.
The compensatory duties of the new committee primarily relate to our now employing our officers and the other Teekay group employees. 64 Table of Conten t s The following table lists the directors and executive officers of Teekay Tankers Ltd. as of the date of this Annual Report and their ages as of December 31, 2024.
Please also read "Item 7 – Major Shareholders and Related Party Transactions - Related Party Transactions". 61 Table of Conten t s Directors and Senior Management The following table lists the directors and executive officers of Teekay Tankers Ltd. as of the date of this Annual Report and their ages as of December 31, 2025.
Locke Simon holds an MBA from Harvard Business School and has completed various certifications in governance (including cybersecurity governance). Poul Karlshoej joined the boards of Teekay Tankers and Teekay in December 2024, and he serves as a member of the Nominating, Governance and Compensation Committee of each board.
She has experience as a Board Chair from serving on several private company and non-profit organization boards. Ms. Locke Simon holds an MBA from Harvard Business School and has completed various certifications in governance (including cybersecurity governance).
Schellenberg is a member of the Young Presidents’ Organization, holds an MBA and is a Fellow of the Chartered Professional Accountants of Canada (FCPA, FCA). 65 Table of Conten t s Heidi Locke Simon joined the board of Teekay Tankers and was appointed as its Chair in December 2024.
Schellenberg also acted as a 62 Table of Conten t s Managing Director in the Corporate Office of the Jim Pattison Group, Canada’s second largest private company, from 1991 to 2000. Mr. Schellenberg is a member of the Young Presidents’ Organization, holds an MBA and is a Fellow of the Chartered Professional Accountants of Canada (FCPA, FCA).
We intend to satisfy these grants by issuing shares from authorized capital. Please read "Item 18 – Financial Statements: Note 13 – Share Capital". Board Practices Our Board currently consists of seven members as listed above under "--Directors and Senior Management".
Upon vesting, the value of the restricted stock unit awards is paid to each recipient in the form of Class A common shares. We intend to satisfy these grants by issuing shares from authorized capital. Please read "Item 18 – Financial Statements: Note 13 – Share Capital".
Please read "Item 7 - Major Shareholders and Related Party Transactions - Related Party Transactions - Management Agreements." Compensation of Directors Each of our non-employee directors receives compensation for attending meetings of the Board, as well as committee meetings.
Compensation of Directors Each of our non-employee directors receives compensation for attending meetings of the Board, as well as committee meetings. The six non-employee directors who served on the Board during 2025 received aggregate cash fees of $805,000 for their Board and Board committee service during 2025.
All members of the committee are financially literate and the Board has determined that Mr. Semple qualifies as an audit committee financial expert.
Semple qualifies as an audit committee financial expert, as such term is defined in the rules of the SEC.
Removed
Upon our December 31, 2024 acquisition from Teekay of the Acquired Operations - including the remaining management services companies of Teekay not previously owned by us - Messrs. Hvid and Speers became employees of Teekay Tankers subsidiaries and they now provide services to Teekay pursuant to management services agreements.
Added
Hvid and Speers are employees of a Teekay Tankers subsidiary and allocate their time between managing our business and affairs as such officers and the business and affairs of Teekay. Messrs.
Removed
Please also read "Item 7 – Major Shareholders and Related Party Transactions - Related Party Transactions". Directors and Senior Management Effective December 31, 2024, the following changes were made to our Board: directors Richard du Moulin and Sai Chu retired from the Board, and Alan Semple and Poul Karlshoej were appointed to fill the resulting vacancies; Mr.
Added
Rudolph Krediet joined the board of Teekay Tankers Ltd. in December 2024, and has also served on the board of Teekay Corporation Ltd. since 2017. Mr. Krediet brings over 20 years of experience as a financial investment professional to these roles.
Removed
Semple was appointed as the Chair of the Audit Committee; the size of our Board was increased from five to seven members, and the Board appointed Heidi Locke Simon and Rudolph Krediet to fill the newly created positions; and Kenneth Hvid, who remains as a director, stepped down from his role as Chair of our Board, and Heidi Locke Simon was appointed to such position.
Added
Heidi Locke Simon joined the board of Teekay Tankers Ltd. and was appointed as its Chair in December 2024. She also joined the board of directors of Teekay Corporation Ltd. in 2017 and was appointed as its Chair in December 2024.
Removed
In January 2025, the Board determined to disband its former Conflicts Committee and former Nominating and Corporate Governance Committee, and to establish the Nominating, Governance and Compensation Committee.
Added
Karlshoej is involved in a number of commercial ventures in real estate development and agriculture, both as an owner and investor. Mr. Karlshoej holds a degree in Agriculture Business from Colorado State University.
Removed
Locke Simon has served as a director of Compass Diversified Holdings (NYSE: CODI) since July 2023, where she is also a member of the Audit Committee. She has experience as a Board Chair from serving on several private company and non-profit organization boards. Ms.
Added
He joined Teekay in 2013 and has held key leadership positions within Teekay Tankers Ltd., including heading fleets, operations, and Health, Safety, Environmental and Quality. Including his time sailing as a Master, Mr. Kapoor has over 30 years of experience in oil tanker operations. Mr. Kapoor is a member of the ABS, DNV, and LR technical committees.
Removed
He previously served as a board observer on the Teekay Tankers and Teekay boards since 2021 and 2019, respectively. Prior to these roles, he served in various business development, commercial management and chartering roles within the Teekay Group in its offshore and tanker segments. Mr.
Added
Two of our executive officers, including our CEO Kenneth Hvid and CFO Brody Speers, also provide services to Teekay as its CEO and CFO, respectively, pursuant to management services agreements between Teekay and Teekay Tankers.
Removed
Compensation of Directors and Senior Management Executive Compensation Prior to our December 31, 2024 acquisition from Teekay of the Acquired Operations, our executive officers were employed by Teekay subsidiaries and provided services to us pursuant to management services agreements, with the compensation of those executive officers (other than any awards under our long-term incentive plan described below) being set and paid by Teekay or its subsidiaries.
Added
Please read "Item 7 - Major Shareholders and Related Party Transactions - Related Party Transactions - Management Agreements." For the year ended December 31, 2025, the aggregate amount of compensation, excluding equity-based compensation, earned by Teekay Tankers’ executive officers, including Messrs. Hvid, Speers, Seidelin, and Kapoor, was $4.3 million.
Removed
In addition to any awards we granted to our executive officers under our long-term incentive plan, we reimbursed Teekay for time spent by our executive officers on our management matters. This reimbursement was a component of the management fee we paid to our Manager pursuant to the Management Agreement.
Added
This is comprised of a base salary of $1.6 million, annual bonus of $2.1 million, as well as pension and other benefits of $0.6 million to the executive officers. Teekay Tankers’ annual bonus plan considers both company performance and team performance.
Removed
For the year ended December 31, 2024, the aggregate amount of executive officer compensation was $4.3 million, a majority of which we reimbursed to Teekay. Teekay’s annual bonus plan, in which each of our executive officers participated, is based on company performance and team performance.
Added
Pursuant to the management services agreements, Teekay reimbursed us a total of $0.3 million of the compensation specified above for the year ended December 31, 2025 for time spent by our employees Messrs. Hvid and Speers on Teekay management matters.
Removed
Certain of our executive officers provide services to Teekay pursuant to management services agreements, with the compensation of those executive officers (other than any awards under Teekay's long-term incentive plans) being set and paid by us or our subsidiaries.
Added
During 2025, the Chair of the Board received an annual cash retainer of $180,000. Each non-employee director (other than the Chair of the Board), received an annual cash retainer of $105,000. The Chairs of the Audit Committee and Nominating, Governance and Compensation Committee received annual cash fees of $50,000 and $15,000 respectively.
Removed
The four non-employee directors who served on the Board during 2024 (including former directors Richard du Moulin and Sai Chu but not including new directors Poul Karlshoej, Heidi Locke Simon and Rudolph Krediet) received aggregate cash consideration of $370,000 for their Board and Board committee service during 2024.
Added
During 2025, these grants totaled 17,148 restricted stock units to non-employee directors.
Removed
During 2024, we granted (i) no stock options to acquire Class A common shares and (ii) 41,638 restricted stock units to officers and employees of the Company and to certain employees of Teekay’s subsidiaries that provided services to us.
Added
Board Practices Our Board currently consists of seven members as listed above under "--Directors and Senior Management". Directors are appointed to serve for a one-year term and until their successors are appointed or until they resign or are removed.
Removed
Please read "Item 7 – Major Shareholders and Related Party Transactions". Disclosure of a Registrant's Action to Recover Erroneously Awarded Compensation Not applicable.
Added
We also intend to provide opportunities for personal and career development, which relate to our philosophy of promoting internally.
Added
Please read "Item 7 – Major Shareholders and Related Party Transactions". 65 Table of Conten t s (2) Each director is expected to hold shares or certain other types of awards of Teekay Tankers having a value of at least three times the value of the annual equity retainer paid to them for their Board service no later than the sixth anniversary of the date on which the director joined the Board or any subsequent increase in the equity retainer.
Added
In addition, each executive officer and certain other senior employees are expected to acquire shares of Teekay’s or Teekay Tankers' common shares or certain other types of awards equivalent in value to one to four times their annual base salary (depending on their respective positions).
Added
These executive officers and senior employees are to comply with these guidelines within five years after joining Teekay or achieving a position covered by the guidelines. Disclosure of a Registrant's Action to Recover Erroneously Awarded Compensation Not applicable.

Item 7. Management's Discussion & Analysis

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

24 edited+4 added−4 removed15 unchanged
Biggest changePursuant to the contribution, conveyance and assumption agreement, we agreed that: • Teekay Corporation and its other affiliates may engage in the same or similar activities or lines of business as us, and that we will not be deemed to have an interest or expectancy in any business opportunity, transaction or other matter (each a Business Opportunity ) in which Teekay Corporation or any of its other affiliates engages or seeks to engage merely because we engage in the same or similar activities or lines of business as that related to such Business Opportunity; • if Teekay Corporation or any of its other affiliates acquires knowledge of a potential Business Opportunity that may be deemed to constitute a corporate opportunity of both Teekay Corporation and us, then (i) none of Teekay Corporation or its affiliates or any of their officers or directors will have any duty to communicate or offer such Business Opportunity to us and (ii) Teekay Corporation may pursue or acquire such Business Opportunity for itself or direct such Business Opportunity to another person or entity; and • any Business Opportunity of which any person who is an officer or director of Teekay Corporation (or any of its other affiliates) and of us becomes aware shall be a Business Opportunity of Teekay Corporation. 69 Table of Conten t s If Teekay Corporation or its other affiliates no longer beneficially own shares representing at least 20% of the total voting power of our outstanding capital stock, and no person who is an officer or director of us is also an officer or director of Teekay Corporation or its other affiliates, then the business opportunity provisions of the contribution, conveyance and assumption agreement will terminate.
Biggest changePursuant to the contribution, conveyance and assumption agreement, we agreed that: • Teekay Corporation and its other affiliates may engage in the same or similar activities or lines of business as us, and that we will not be deemed to have an interest or expectancy in any business opportunity, transaction or other matter (each a Business Opportunity ) in which Teekay Corporation or any of its other affiliates engages or seeks to engage merely because we engage in the same or similar activities or lines of business as that related to such Business Opportunity; • if Teekay Corporation or any of its other affiliates acquires knowledge of a potential Business Opportunity that may be deemed to constitute a corporate opportunity of both Teekay Corporation and us, then (i) none of Teekay Corporation or its affiliates or any of their officers or directors will have any duty to communicate or offer such Business Opportunity to us and (ii) Teekay Corporation may pursue or acquire such Business Opportunity for itself or direct such Business Opportunity to another person or entity; and • any Business Opportunity of which any person who is an officer or director of Teekay Corporation (or any of its other affiliates) and of us becomes aware shall be a Business Opportunity of Teekay Corporation.
In addition to the Management Agreement, we and our subsidiaries have entered into management services agreements with Teekay and its affiliates pursuant to which we provide services to Teekay and its affiliates other than us in return for a management fee paid to us by Teekay.
Management Agreements with Teekay Corporation. In addition to the Management Agreement, we and our subsidiaries have entered into management services agreements with Teekay and its affiliates pursuant to which we provide services to Teekay and its affiliates other than us in return for a management fee paid to us by Teekay.
Item 7. Major Shareholders and Related Party Transactions A. Major Shareholders The following table sets forth information regarding the beneficial ownership, as of March 1, 2025, of our Class A and Class B common shares by each entity or group we know to beneficially own more than 5% of the outstanding Class A common shares and Class B common shares.
Item 7. Major Shareholders and Related Party Transactions A. Major Shareholders The following table sets forth information regarding the beneficial ownership, as of March 1, 2026, of our Class A and Class B common shares by each entity or group we know to beneficially own more than 5% of the outstanding Class A common shares and Class B common shares.
Pursuant to the transfer of the Manager to us effective December 31, 2024 as part of our acquisition of the Acquired Operations, any transaction fees payable under this arrangement will henceforth be paid to Teekay or its affiliates, as the case may be.
Pursuant to the transfer of the Manager to us effective December 31, 2024 as part of our acquisition of the Acquired Operations, any transaction fees payable under this arrangement will be paid to Teekay or its affiliates.
Business Opportunities Under a contribution, conveyance and assumption agreement entered into in connection with our initial public offering in December 2007, Teekay Corporation and we agreed that Teekay Corporation and its other affiliates may pursue any Business Opportunity (as defined below) of which it, they or we become aware.
Business Opportunities Under a contribution, conveyance and assumption agreement entered into in connection with our initial public offering in December 2007, Teekay Corporation and we agreed that Teekay Corporation and its other affiliates may pursue any Business Opportunity (as defined below) of which it, 66 Table of Conten t s they or we become aware.
Securities Act of 1933, as amended, Class A common shares, including Class A common shares issuable upon conversion of Class B common shares, held by Teekay Corporation and its affiliates for offer and sale to the public (including by way of underwritten public offering) and incidental or “piggyback” rights permitting participation in certain registrations of our common shares.
Securities Act of 1933, as amended, Class A common shares, including Class A common shares issuable upon conversion 67 Table of Conten t s of Class B common shares, held by Teekay Corporation and its affiliates for offer and sale to the public (including by way of underwritten public offering) and incidental or “piggyback” rights permitting participation in certain registrations of our common shares.
We have agreed to pay all registration expenses, including the reasonable fees and expenses of one counsel on behalf of the holders of the securities to be registered, but excluding any underwriting discounts or commissions attributable to the sale of Class A common shares . 70 Table of Conten t s Management Agreements Management Agreement with Manager.
We have agreed to pay all registration expenses, including the reasonable fees and expenses of one counsel on behalf of the holders of the securities to be registered, but excluding any underwriting discounts or commissions attributable to the sale of Class A common shares . Management Agreements Management Agreement with Manager.
Certain of Teekay Tankers’ Executive Officers and Directors Kenneth Hvid, our President and Chief Executive Officer, is also the President and Chief Executive Officer as well as a member of the Board of Directors of Teekay Corporation. Brody Speers, our Chief Financial Officer, is also the Chief Financial Officer of Teekay Corporation.
Certain of Teekay Tankers’ Executive Officers and Directors Kenneth Hvid, our President and Chief Executive Officer, is also the President and Chief Executive Officer as well as a member of the Board of Directors of Teekay Corporation.
He also serves as a partner at Anholt Services (USA) Inc., a wholly-owned subsidiary of Kattegat Trust and which oversees the trust's globally diversified investment portfolio. Poul Karlshoej, a member of our board, is a member of Teekay Corporation's Board of Directors and serves as a member of its Nominating, Governance and Compensation Committee.
Rudolph Krediet, a member of our board, is a member of Teekay Corporation's Board of Directors and serves as the Chair of its Nominating, Governance and Compensation Committee. He also serves as a partner at Anholt Services (USA) Inc., a wholly-owned subsidiary of Kattegat Trust and which oversees the trust's globally diversified investment portfolio.
Information for certain holders is based on their latest filings with the SEC. The number of shares beneficially owned by each entity or group is 68 Table of Conten t s determined under SEC rules and the information is not necessarily indicative of beneficial ownership for any other purpose.
Information for certain holders is based on their latest filings with the SEC. The number of shares beneficially owned by each entity or group is determined under SEC rules and the information is not necessarily indicative of beneficial ownership for any other purpose.
Identity of Person or Group Class A Common Shares Percent of Class A Common Shares Owned (3) Class B Common Shares Percent of Class B Common Shares Owned Percent of Total Class A and Class B Common Shares Owned (3) Teekay Corporation (1) 6,018,317 20.2% 4,625,997 100.0% 31.0% Dimensional Fund Advisors LP (2) 1,979,775 6.7% — — 5.8% (1) The voting power represented by shares beneficially owned by Teekay Corporation is 11.4% for its Class A common shares, 43.7% for its Class B common shares and 55.1% for its total Class A and Class B common shares.
Identity of Person or Group Class A Common Shares Percent of Class A Common Shares Owned (3) Class B Common Shares Percent of Class B Common Shares Owned Percent of Total Class A and Class B Common Shares Owned (3) Teekay Corporation (1) 6,018,317 20.1% 4,625,997 100.0% 30.7% Dimensional Fund Advisors LP (2) 1,835,312 6.1% — — 5.3% (1) The voting power represented by shares beneficially owned by Teekay Corporation is 11.3% for its Class A common shares, 43.5% for its Class B common shares and 54.8% for its total Class A and Class B common shares.
Peter Antturi, a member of our Board, is a member of Teekay Corporation's Board of Directors and serves as a member of its Nominating, Governance and Compensation Committee. He also serves as an executive officer and director of Resolute, as well as other subsidiaries and affiliates of Kattegat Limited.
Peter Antturi, a member of our Board, is a member of Teekay Corporation's Board of Directors and serves as a member of its Nominating, Governance and Compensation Committee. He also serves as an executive officer and director of Resolute, as well as other subsidiaries and affiliates of Kattegat Limited, a parent company of Teekay Corporation’s largest shareholder, Resolute Investments, Ltd.
In addition, an entity or group beneficially owns any shares that the entity or group has the right to acquire as of April 30, 2025 (60 days after March 1, 2025) through the exercise of any stock option or other right.
In addition, a person or entity beneficially owns any shares that the person or entity has the right to acquire as of April 30, 2026 (60 days after March 1, 2026) through the exercise of any stock option or other right.
We are a party to a long-term Management Agreement with our Manager, Teekay Services Limited, one of our subsidiaries. The Manager was acquired by us from Teekay on December 31, 2024 as part of the Acquired Operations, and previously provided services to us as a subsidiary of Teekay.
We are a party to a long-term Management Agreement with our Manager, Teekay Services Limited, one of our subsidiaries, which subsidiary we acquired from Teekay on December 31, 2024 as part of the Acquired Operations.
As of December 31, 2024, Teekay's executive officers are employed by our subsidiaries and they provide services to Teekay pursuant to these agreements, with the compensation of those executive officers (other than any awards under Teekay's long-term incentive plan) being set and paid by us or our subsidiaries.
Teekay's executive officers are employed by our subsidiaries and they provide services to Teekay pursuant to these agreements, with the compensation of those executive officers (other than any awards under Teekay's long-term incentive plan) being set and paid by us or our subsidiaries. Teekay reimburses us for time spent by the executive officers on Teekay's management matters.
(2) Dimensional Fund Advisors LP has sole dispositive power as to 1,979,775 Class A common shares and has sole voting power as to 1,878,887 of these Class A common shares. This information is based on the Schedule 13F filed with the SEC on February 13, 2025.
(2) Dimensional Fund Advisors LP has sole dispositive power as to 1,835,312 Class A common shares and has sole voting power as to 1,746,139 of these Class A common shares. This information is based on the Schedule 13F filed with the SEC on February 12, 2026.
(3) Based on 29,756,185 Class A common shares and 4,625,997 Class B common shares outstanding as of March 1, 2025.
(3) Based on 30,017,861 Class A common shares and 4,625,997 Class B common shares outstanding as of March 1, 2026.
He is also a consultant at Anholt Services (USA), Inc. and serves on its Investment Committee. Poul is a member and director of Path Spirit Limited, the trust protector of the Kattegat Trust, together with his father, Axel Karlshoej, Teekay Corporation's former Chairman Emeritus.
Poul is a member and director of Path Spirit Limited, the trust protector of the Kattegat Trust, together with his father, Axel Karlshoej, Teekay Corporation's former Chairman Emeritus.
Heidi Locke Simon, Chair of our board, is also Chair of Teekay Corporation's Board of Directors and serves as the chair of its Audit Committee. Rudolph Krediet, a member of our board, is a member of Teekay Corporation's Board of Directors and serves as the Chair of its Nominating, Governance and Compensation Committee.
Brody Speers, our Chief Financial Officer, is also the Chief Financial Officer as well as a member of the Board of Directors of Teekay Corporation. Heidi Locke Simon, Chair of our board, is also Chair of Teekay Corporation's Board of Directors and serves as the chair of its Audit Committee.
Pursuant to an agreement with Teekay Corporation, we reimbursed Teekay Corporation or its applicable subsidiaries for time spent by our executive officers on our management matters. Acquisitions and Divestment In December 2024, we acquired the Acquired Operations, including the transfer to us of Teekay's supplemental retirement defined contribution plan liability, which relates to the management service companies that we acquired.
Acquisitions and Divestment In December 2024, we acquired the Acquired Operations, including the transfer to us of Teekay's supplemental retirement defined contribution plan liability, which relates to the management service companies that we acquired. Upon our acquisition of the Acquired Operations, our executive officers became employees of our subsidiaries.
For additional information about these services and fees, please see "Item 18 – Financial Statements: Note 14 – Related Party Transactions". Management Agreements with Teekay Corporation.
This reimbursement is a component of the management fee Teekay pays to us pursuant to the management services agreements. For additional information about these services and fees, please see "Item 18 – Financial Statements: Note 14 – Related Party Transactions".
Upon our acquisition effective December 31, 2024 of the Acquired Operations, our executive officers became employees of our subsidiaries. Previously, as employees of Teekay Corporation, their compensation (other than any awards under our long-term incentive plans) was set and paid by Teekay Corporation or such other applicable subsidiaries.
Previously, as employees of Teekay, their compensation (other than any awards under our long-term incentive plans) was set and paid by Teekay or such other applicable subsidiaries, and we reimbursed Teekay or its applicable subsidiaries for time spent by our executive officers on our management matters.
In January 2014, we and Teekay Corporation jointly created TIL, for it to opportunistically acquire, operate, and sell modern second - hand tankers, and TIL completed a private equity placement in which we and Teekay Corporation co-invested. In addition, we each received a stock purchase warrant to acquire up to an additional 750,000 shares of TIL’s common stock.
In January 2014, we and Teekay Corporation jointly created TIL, for it to opportunistically acquire, operate, and sell modern second-hand tankers, and TIL completed a private equity placement in which we and Teekay Corporation co-invested. We have since acquired TIL, which is now our wholly-owned subsidiary.
In connection with our acquisition of TIL in November 2017, our Manager waived the management services fees payable under the existing TIL management agreement to the extent such fees exceeded the fees payable under the existing Management Agreement between us and the Manager, but the Manager did not waive the transaction fee that is payable in the event of any sale of vessels owned by TIL subsidiaries as of the date of the TIL merger, which fee is equal to 1.0% of the aggregate consideration payable to us, TIL or its subsidiaries pursuant to a sale contract.
Pursuant to a management agreement entered into with TIL in connection with its formation, our Manager is entitled to a transaction fee that is payable in the event of any sale of vessels owned by TIL subsidiaries as of the date of the TIL merger.
Removed
In May 2017, we completed the acquisition from a subsidiary of Teekay Corporation of the remaining 50% interest in Teekay Tanker Operations Ltd. (or TTOL ), which owns tanker commercial management and technical management operations.
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If Teekay Corporation or its other affiliates no longer beneficially own shares representing at least 20% of the total voting power of our outstanding capital stock, and no person who is an officer or director of us is also an officer or director of Teekay Corporation or its other affiliates, then the business opportunity provisions of the contribution, conveyance and assumption agreement will terminate.
Removed
In July 2015, we acquired our STS transfer business, which provides full service lightering and lightering support, from a company jointly owned by Teekay Corporation and a Norway-based marine transportation company, I.M. Skaugen SE.
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Poul Karlshoej, a member of our board, is a member of Teekay Corporation's Board of Directors and serves as a member of its Nominating, Governance and Compensation Committee. He is also a consultant at Anholt Services (USA), Inc. and serves on its Investment Committee.
Removed
In November 2017, we completed a merger with TIL by acquiring all of the remaining 27.0 million issued and outstanding common shares of TIL, by way of a share-for-share exchange resulting in TIL becoming our wholly-owned subsidiary. The warrant was canceled upon the completion of such transaction.
Added
The amount of the fee is equal to 1.0% of the aggregate consideration payable to us, TIL or its subsidiaries pursuant to a sale contract.
Removed
Teekay will reimburse us for time spent by the executive officers on Teekay's management matters. This reimbursement is a component of the management fee Teekay will pay to us pursuant to the management services agreements.
Added
Following our acquisition of the Manager, we no longer pay Teekay for services provided under the Management Agreement.