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What changed in Okeanis Eco Tankers Corp.'s 20-F — 2024 vs 2025

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

+567 added−567 removedSource: 20-F (2026-03-20) vs 20-F (2025-03-31)

Top changes in Okeanis Eco Tankers Corp.'s 2025 20-F

567 paragraphs added · 567 removed · 414 edited across 5 sections

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

155 edited+67 added−36 removed313 unchanged
Biggest changeThe world economy continues to face a number of actual and potential challenges, including the war between Ukraine and Russia and between Israel and Hamas and others in the Middle East , tensions in and around the Red Sea and between Russia and NATO, China and Taiwan disputes, United States and China trade relations, instability between Iran and the West, hostilities between the United States and North Korea, political unrest and conflicts in the Middle East, the South China Sea region, and in other geographic countries and areas, terrorist or other attacks (including threats thereof) around the world, war (or threatened war) or international hostilities, and epidemics or pandemics, such as COVID-19 and its variants, and banking crises or failures, such as the Silicon Valley Bank, Signature Bank and First Republic Bank failures.
Biggest changeAs a result, downturns in the worldwide economy could have a material adverse effect on our business, operating results, financial condition and ability to pay dividends. 7 Table of Contents The world economy continues to face a number of actual and potential challenges, including the war between Ukraine and Russia, political, economic, and social instability in Venezuela and the U.S. responses thereto—including vessel seizures and military and political intervention, conflicts between the U.S., Israel and Iran and Israel and Hamas and others in the Middle East, tensions in and around the Red Sea and between Russia and North Atlantic Treaty Organization (NATO), China and Taiwan disputes, United States and China trade relations, instability between Iran and the West, hostilities between the United States and North Korea, political unrest and conflicts in the Middle East, the South China Sea region, and in other geographic countries and areas, terrorist or other attacks (including threats thereof) around the world, war (or threatened war) or international hostilities, and epidemics or pandemics, such as COVID-19 and its variants, and banking crises or failures, such as the Silicon Valley Bank, Signature Bank and First Republic Bank failures.
The extent to which our business, operating results, cash flows, financial condition, financings, value of our vessels or vessels we may acquire and ability to pay dividends may be negatively affected by a resurgence of COVID-19 or future pandemics, epidemics or other outbreaks of infectious diseases, which is highly uncertain and will depend on numerous evolving factors that we cannot predict, including, but not limited to (i) the duration and severity of the infectious disease outbreak; (ii) the imposition of restrictive measures to combat the outbreak and slow disease transmission; (iii) the introduction of financial support measures to reduce the impact of the outbreak on the economy; (iv) shortages or reductions in the supply of essential goods, services or labor; and (v) fluctuations in general economic or financial conditions tied to the outbreak, such as a sharp increase in interest rates or reduction in the availability of credit.
The extent to which our business, operating results, cash flows, financial condition, financings, value of our vessels or vessels we may acquire and ability to pay dividends may be negatively affected by a resurgence of COVID-19 or future pandemics, epidemics or other outbreaks of infectious diseases, is highly uncertain and will depend on numerous evolving factors that we cannot predict, including, but not limited to (i) the duration and severity of the infectious disease outbreak; (ii) the imposition of restrictive measures to combat the outbreak and slow disease transmission; (iii) the introduction of financial support measures to reduce the impact of the outbreak on the economy; (iv) shortages or reductions in the supply of essential goods, services or labor; and (v) fluctuations in general economic or financial conditions tied to the outbreak, such as a sharp increase in interest rates or reduction in the availability of credit.
Some sanctions may also apply to transportation of goods (including crude oil) originating in sanctioned countries (particularly Iran, Venezuela, and Russia), even if the vessel does not travel to those countries, or is otherwise acting on behalf of sanctioned persons.
Some sanctions may also apply to transportation of goods (including crude oil) originating in sanctioned countries (particularly Iran, Venezuela, and Russia), even if the vessel does not travel to those countries, or is otherwise acting on behalf of sanctioned persons.
Moreover, we operate in a sector of the economy that is likely to be adversely impacted by the effects of political uncertainty and armed conflicts, including the war between Ukraine and Russia and between Israel and Hamas and Hezbollah , Russia and NATO tensions, China and Taiwan disputes, United States and China trade relations, instability between Iran and the West, hostilities between the United States and North Korea, the United States and Venezuela, and the United States and Panama, political unrest and conflicts in the Middle East, the South China Sea region, the Red Sea region (including missile attacks controlled by the Houthis on vessels transiting the Red Sea or Gulf of Aden), and other countries and geographic areas, geopolitical events, such as the withdrawal of the U.K. from the European Union, or “Brexit”, or another withdrawal from the European Union, terrorist or other attacks (or threats thereof) around the world, and war (or threatened war) or international hostilities.
Moreover, we operate in a sector of the economy that is likely to be adversely impacted by the effects of political uncertainty and armed conflicts, including the war between Ukraine and Russia and conflict between Israel and Hamas and Hezbollah , Russia and NATO tensions, China and Taiwan disputes, United States and China trade relations, instability between Iran and the West, hostilities between the United States and North Korea, the United States and Venezuela, and the United States and Panama, political unrest and conflicts in the Middle East, the South China Sea region, the Red Sea region (including missile attacks controlled by the Houthis on vessels transiting the Red Sea or Gulf of Aden), and other countries and geographic areas, geopolitical events, such as the withdrawal of the U.K. from the European Union, or “Brexit”, or another withdrawal from the European Union, terrorist or other attacks (or threats thereof) around the world, and war (or threatened war) or international hostilities.
Additional discussion of the risks summarized in this risk factor summary, and other risks that we face, can be found below under the headings “Risks Relating to Our Industry,” “Risks Relating to Our Business,” “Risks Relating to Our Common Shares,” and “Risks Relating to Our Relationship with Our Technical Manager and its Affiliates” and should be carefully considered, together with other information in this Annual Report on Form 20-F before making an investment decision regarding our common stock. ● General tanker market conditions, including fluctuations in charter hire rates, vessel values, vessel supply, and need and demand for vessels and for crude oil or refined oil products; ● General economic, political and business conditions and disruptions, including sanctions, public health, piracy, terrorist attacks and other measures; ● Global economic conditions and disruptions in world financial markets, and the resulting governmental action; 1 Table of Contents ● Compliance with, and our liabilities under, governmental, tax, environmental and safety laws and regulations; ● Changes in governmental regulation, tax and trade matters and actions taken by regulatory authorities; ● Inherent operational risks, weather damage, inspection procedures, and import and export controls of the tanker industry; ● Reliance on information systems and potential security breaches; ● Our continued borrowing availability under our credit facilities and compliance with the financial covenants therein, and ability to borrow new funds or refinance existing facilities; ● Our use of available funds, and the banks in which such funds are held; ● Capital expenditures and other costs necessary to operate and maintain our vessels; ● Our dependence on a limited number of customers for a large part of our revenue; ● Our dependence on our charterers and other counterparties fulfilling their obligations; ● Our ability to attract and retain key management personnel and potentially manage growth and improve our operations and financial systems and staff; ● Delays or defaults by the shipyards in the construction of newbuildings, or defaults in construction; ● Our ability to successfully and profitably employ our vessels; ● Our executive officers not devoting all of their time to our business; ● Labor interruptions; ● Conducting substantial business in China; ● Our revenues being derived substantially from the crude oil tanker segment; ● Increases in operating costs; ● Rising fuel prices; ● The aging of our fleet and vessel replacement; ● One or more of our vessels becoming unavailable or going off-hire; ● Potential increased premium payments from protection and indemnity associations; ● Technological innovation and quality and efficiency requirements from our customers; ● Fluctuations in foreign currency exchange and interest rates, and risks relating to hedging activities; ● Fraud, fraudulent and illegal behavior, including the smuggling of drugs or other contraband onto our vessels; ● Arrest or requisition of our vessels; ● Effects of U.S. federal tax on us and our shareholders; 2 Table of Contents ● Increased cost, time and effort for being listed on the NYSE and the Oslo Børs, including compliance initiatives, internal controls and corporate governance practices and policies; ● Volatility in the price of our common shares and dilution of shareholders; ● Our ability to pay dividends; ● Compliance with economic substance requirements; ● Potential conflicts of interest involving our significant shareholders and involving KMC; ● Our dependence on KMC; ● Other factors that may affect our financial condition, liquidity, operating results, and ability to pay dividends; and ● Other risk factors discussed under “Item 3.D.
Additional discussion of the risks summarized in this risk factor summary, and other risks that we face, can be found below under the headings “Risks Relating to Our Industry,” “Risks Relating to Our Business,” “Risks Relating to Our Common Shares,” and “Risks Relating to Our Relationship with Our Technical Manager and its Affiliates” and should be carefully considered, together with other information in this Annual Report on Form 20-F before making an investment decision regarding our common stock. ● General tanker market conditions, including fluctuations in charter hire rates, vessel values, vessel supply, and need and demand for vessels and for crude oil or refined oil products; ● General economic, political and business conditions and disruptions, including sanctions, public health, piracy, terrorist attacks and other measures; ● Global economic conditions and disruptions in world financial markets, and the resulting governmental action; 1 Table of Contents ● Compliance with, and our liabilities under, governmental, tax, environmental and safety laws and regulations; ● Changes in governmental regulation, tax and trade matters and actions taken by regulatory authorities; ● Inherent operational risks, weather damage, inspection procedures, and import and export controls of the tanker industry; ● Reliance on information systems and potential security breaches; ● Our continued borrowing availability under our credit facilities and compliance with the financial covenants therein, and ability to borrow new funds or refinance existing facilities; ● Our use of available funds, and the banks in which such funds are held; ● Capital expenditures and other costs necessary to operate and maintain our vessels; ● Our dependence on a limited number of customers for a large part of our revenue; ● Our dependence on our charterers and other counterparties fulfilling their obligations; ● Our ability to attract and retain key management personnel and potentially manage growth and improve our operations and financial systems and staff; ● Delays or defaults by the shipyards in the construction of newbuildings, or defaults in construction; ● Our ability to successfully and profitably employ our vessels; ● Our executive officers not devoting all of their time to our business; ● Labor interruptions; ● The imposition of additional port fees; ● Conducting substantial business in China; ● Our revenues being derived substantially from the crude oil tanker segment; ● Increases in operating costs; ● Rising fuel prices; ● The aging of our fleet and vessel replacement; ● One or more of our vessels becoming unavailable or going off-hire; ● Potential increased premium payments from protection and indemnity associations; ● Technological innovation and quality and efficiency requirements from our customers; ● Fluctuations in foreign currency exchange and interest rates, and risks relating to hedging activities; ● Fraud, fraudulent and illegal behavior, including the smuggling of drugs or other contraband onto our vessels; ● Arrest or requisition of our vessels; 2 Table of Contents ● Effects of U.S. federal tax on us and our shareholders; ● Increased cost, time and effort for being listed on the NYSE and the Oslo Stock Exchange, including compliance initiatives, internal controls and corporate governance practices and policies; ● Volatility in the price of our common shares and dilution of shareholders; ● Our ability to pay dividends; ● Compliance with economic substance requirements; ● Potential conflicts of interest involving our significant shareholders and involving KMC; ● Our dependence on KMC; ● Other factors that may affect our financial condition, liquidity, operating results, and ability to pay dividends and ● Other risk factors discussed under “Item 3.D.
We cannot predict the effect that an outbreak of a new COVID-19 variant or strain, or any future infectious disease outbreak, pandemic or epidemic may have on our business, operating results, cash flows and financial condition, which could be material and adverse. The current state of the world financial market and current economic conditions could impact us.
We cannot predict the effect that an outbreak of a COVID-19 variant or strain, or any future infectious disease outbreak, pandemic or epidemic may have on our business, operating results, cash flows and financial condition, which could be material and adverse. The current state of the world financial market and current economic conditions could impact us.
The failure of a shipowner or bareboat charterer to comply with the ISM Code may subject it to increased liability, invalidate existing insurance, or decrease available insurance coverage for the affected vessels (and any available insurance coverage may be a higher cost) and may result in a denial of access to, or detention in, certain ports, including United States and European Union ports.
The failure of a shipowner or bareboat charterer to comply with the ISM Code may subject it to increased liability, invalidate existing insurance, or decrease available insurance coverage for the affected vessels (and any available insurance coverage may be at a higher cost) and may result in a denial of access to, or detention in, certain ports, including United States and European Union ports.
For example, in January 2020, in response to certain perceived terrorist activity, the United States launched an airstrike in Baghdad that killed a high-ranking Iranian general. Although spillover effects relating to the incident were contained, similar actions and responses increase the risk or conflict in the Strait of Hormuz.
For example, in January 2020, in response to certain perceived terrorist activity, the United States launched an airstrike in Baghdad that killed a high-ranking Iranian general. Although spillover effects relating to the incident were contained, similar actions and responses increase the risk of conflict in the Strait of Hormuz.
While numerous factors are considered and evaluated prior to a vetting decision, the Oil Majors, through their association, Oil Companies International Marine Forum (“OCIMF”), have developed two basic tools for vetting: the Ship Inspection Report Programme (“SIRE”), and the Tanker Management and Self-Assessment (“TMSA”) programme.
While numerous factors are considered and evaluated prior to a vetting decision, the Oil Majors, through their association, Oil Companies International Marine Forum (“OCIMF”), have developed two basic tools for vetting: the Ship Inspection Report Programme (“SIRE”), and the Tanker Management and Self-Assessment (“TMSA”) program.
Some of these costs, including relating to insurance and enhanced security measures, have been increasing. If any of our vessels, or vessels we may acquire, suffer damage, they may need to be repaired at a drydocking facility. The costs of drydocking repairs are unpredictable and can be substantial.
Some of these costs, including those relating to insurance and enhanced security measures, have been increasing. If any of our vessels, or vessels we may acquire, suffer damage, they may need to be repaired at a drydocking facility. The costs of drydocking repairs are unpredictable and can be substantial.
Our business could be adversely impacted if we are found to have violated economic sanctions under the applicable laws of the European Union, the United States or another applicable jurisdiction against countries such as Iran, Syria, North Korea, and Cuba.
Our business could be adversely impacted if we are found to have violated economic sanctions under the applicable laws of the European Union, the United States or another applicable jurisdiction against countries such as Iran, North Korea and Cuba.
If we determine that such sanctions require us to terminate existing or future contracts to which we, or our subsidiaries, are party or if we are found to be in violation of such applicable sanctions, our operating results may be adversely affected or we may suffer reputational harm.
However, we may determine that such sanctions require us to terminate existing or future contracts to which we, or our subsidiaries, are party or if we are found to be in violation of such applicable sanctions, our operating results may be adversely affected or we may suffer reputational harm.
The depth and complexity of each of these levels of assessment varies. Our charter agreements require that the applicable vessel have a valid SIRE report (less than six months old) in the OCIMF website as recommended by OCIMF.
The depth and complexity of each of these levels of assessment varies. Our charter agreements generally require that the applicable vessel have a valid SIRE report (less than six months old) in the OCIMF website as recommended by OCIMF.
This difference could lead to fluctuations in net profit due to changes in the value of the U.S. dollar relative to the other currencies. Expenses incurred in foreign currencies against which the U.S. dollar falls in value can increase, thereby decreasing our revenues.
This difference could lead to fluctuations in net profit due to changes in the value of the U.S. dollar relative to the other currencies. Expenses incurred in foreign currencies against which the U.S. dollar falls in value can increase, thereby decreasing our profit.
Additionally, failure to complete a project on time may result in the delay of revenue from that vessel, and we may continue to incur costs and expenses related to delayed vessels, such as supervision expenses.
Additionally, failure to complete a project on time may result in the delay of revenue from that vessel, and we may continue to incur costs and expenses related to a delayed vessel, such as supervision expenses.
While our vessels have not called on ports located in countries or territories that are the subject of country-wide or territory-wide sanctions or embargoes imposed by the U.S. government or other governmental authorities (“Sanctioned Jurisdictions”) in violation of applicable sanctions or embargo laws in 2024, it is possible that, in the future, our vessels may call on ports in Sanctioned Jurisdictions in violation of applicable sanctions or embargo laws on charterers’ instructions and without our consent.
While our vessels have not called on ports located in countries or territories that are the subject of country-wide or territory-wide sanctions or embargoes imposed by the U.S. government or other governmental authorities (“Sanctioned Jurisdictions”) in violation of applicable sanctions or embargo laws in 2025, it is possible that, in the future, our vessels may call on ports in Sanctioned Jurisdictions in violation of applicable sanctions or embargo laws on charterers’ instructions and without our consent.
As a result of the disruptions in the credit markets and higher capital requirements, many lenders have increased margins on lending rates, enacted tighter lending standards, required more restrictive terms (including higher collateral ratios for advances, shorter maturities and smaller loan amounts), or refused to refinance existing debt at all or on terms similar to our current debt.
As a result of the disruptions in the credit markets and higher capital requirements, some lenders have increased margins on lending rates, enacted tighter lending standards, required more restrictive terms (including higher collateral ratios for advances, shorter maturities and smaller loan amounts), or refused to refinance existing debt at all or on terms similar to our current debt.
Should a counterparty fail to honor its obligations under agreements with us, we could sustain significant losses, which, in turn, could have a material adverse effect on our business, operating results, and financial condition, as well as our cash flows, including cash available for distributions to our shareholders. 21 Table of Contents We may fail to manage our growth properly.
Should a counterparty fail to honor its obligations under agreements with us, we could sustain significant losses, which, in turn, could have a material adverse effect on our business, operating results, and financial condition, as well as our cash flows, including cash available for distributions to our shareholders. 23 Table of Contents We may fail to manage our growth properly.
We currently charter our vessels principally in the spot or short-term time charter market, being exposed to various unpredictable factors, such as supply and demand of energy resources, global economic and political conditions, natural or other disasters, disruptions in international trade, COVID-19’s resurgence or other pandemic outbreak, environmental and other legal regulatory developments, among others.
We currently charter our vessels principally in the spot or short-term time charter market, being exposed to various unpredictable factors, such as supply and demand of energy resources, global economic and political conditions, natural or other disasters, disruptions in international trade, COVID-19’s resurgence or other pandemic outbreaks, environmental and other legal regulatory developments, among others.
Our inability to obtain additional or replacement financing at anticipated costs or at all may materially affect our results of operation, our ability to implement our business strategy, our payment of dividends, and our ability to continue as a going concern. 20 Table of Contents We are dependent on a limited number of customers for a large part of our revenues.
Our inability to obtain additional or replacement financing at anticipated costs or at all may materially affect our results of operation, our ability to implement our business strategy, our payment of dividends, and our ability to continue as a going concern. 22 Table of Contents We are dependent on a limited number of customers for a large part of our revenues.
If we are unable to operate our financial and operations systems effectively or to recruit suitable employees as we expand our fleet, our performance may be adversely affected. 24 Table of Contents We may acquire additional vessels in the future and those vessels may not be delivered on time or may be delivered with significant defects.
If we are unable to operate our financial and operations systems effectively or to recruit suitable employees as we expand our fleet, our performance may be adversely affected. 26 Table of Contents We may acquire additional vessels in the future and those vessels may not be delivered on time or may be delivered with significant defects.
Unless we identify and acquire additional vessels, we will rely upon all 14 of these vessels for almost all of our revenue and ability to pay dividends. Our vessels may be directed to call on ports located in countries that are subject to restrictions imposed by the U.S. or the EU.
Unless we identify and acquire additional vessels, we will rely upon all 16 of these vessels for almost all of our revenue and ability to pay dividends. Our vessels may be directed to call on ports located in countries that are subject to restrictions imposed by the U.S. or the EU.
We may not be able to refinance our existing indebtedness or obtain additional financing. We may finance future fleet expansion with additional secured indebtedness.
We may not be able to refinance our existing indebtedness or obtain additional financing. We may finance future fleet expansion with additional secured or unsecured indebtedness.
See “— Our financial results may be adversely affected by the outbreak of epidemic and pandemic diseases, including COVID-19, and any relevant governmental responses thereto . ” In addition, the continuing conflict in Ukraine, the length and breadth of which remains highly unpredictable, has led to increased economic uncertainty amidst fears of a more generalized military conflict or significant inflationary pressures, due to the increases in fuel and grain prices following the sanctions imposed on Russia.
See “— Our financial results may be adversely affected by the outbreak of epidemic and pandemic diseases, and any relevant governmental responses thereto . ” In addition, the continuing conflict in Ukraine, the length and breadth of which remains highly unpredictable, has led to increased economic uncertainty amidst fears of a more generalized military conflict or significant inflationary pressures, due to the increases in fuel and grain prices following the sanctions imposed on Russia.
Furthermore, the United States, the EU and other countries has also prohibited a variety of specified services related to the maritime transport of Russian Federation origin crude oil and petroleum products, including trading/commodities brokering, financing, shipping, insurance (including reinsurance and protection and indemnity), flagging, and customs brokering.
Furthermore, the United States, the EU and other countries have also prohibited a variety of specified services related to the maritime transport of Russian Federation origin crude oil and petroleum products, including trading/commodities brokering, financing, shipping, insurance (including reinsurance and protection and indemnity), flagging, and customs brokering.
Increases in any of these expenses could decrease our earnings and available cash. 26 Table of Contents From time to time, we may clean up, and remove relevant sludge from, any one or more of our vessels to permit it to trade potentially more profitable clean products rather than crude products.
Increases in any of these expenses could decrease our earnings and available cash. 28 Table of Contents From time to time, we may clean up, and remove relevant sludge from, any one or more of our vessels to permit it to trade potentially more profitable clean products rather than crude products.
The deposits we have in Swiss banks exceeds that insurance amount and therefore if the Swiss government does not impose measures to protect depositors, in the event the bank in which our funds are located fails, we may lose all or a substantial portion of our deposits.
The deposits we have in Swiss banks exceed that insurance amount and therefore if the Swiss government does not impose measures to protect depositors, in the event the bank in which our funds are located fails, we may lose all or a substantial portion of our deposits.
In the case of chartered-in vessels, we run similar risks. 27 Table of Contents Governmental regulations and safety or other equipment standards related to the age of vessels may require expenditures for alterations, or the addition of new equipment, to our vessels, or vessels we may acquire, and may restrict the type of activities in which the vessels may engage.
In the case of chartered-in vessels, we run similar risks. 29 Table of Contents Governmental regulations and safety or other equipment standards related to the age of vessels may require expenditures for alterations, or the addition of new equipment, to our vessels, or vessels we may acquire, and may restrict the type of activities in which the vessels may engage.
Beginning in February 2022, President Biden and several European leaders also announced various economic sanctions against Russia in connection with the aforementioned conflicts in the Ukraine region, which have continued to expand over the past year and which may adversely impact our business.
Beginning in February 2022, President Biden and several European leaders also announced various economic sanctions against Russia in connection with the aforementioned conflicts in the Ukraine region, which have continued to expand over the past years and which may adversely impact our business.
The occurrence of any of the foregoing could have a material adverse effect on our business and financial condition. 29 Table of Contents Technological innovation and quality and efficiency requirements from our customers could reduce our charter hire income and the value of our vessels, or vessels we may acquire.
The occurrence of any of the foregoing could have a material adverse effect on our business and financial condition. 31 Table of Contents Technological innovation and quality and efficiency requirements from our customers could reduce our charter hire income and the value of our vessels, or vessels we may acquire.
For example, it could: ● increase our vulnerability to general economic downturns and adverse competitive and industry conditions; ● require us to dedicate a substantial portion, if not all, of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures, and other general corporate purposes; ● limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate; ● place us at a competitive disadvantage compared to competitors that have less debt or better access to capital; ● limit our ability to raise additional financing on satisfactory terms or at all; and ● adversely impact our ability to comply with the financial and other restrictive covenants of our current or future financing arrangements, which could result in an event of default under such agreements.
For example, it could: ● increase our vulnerability to general economic downturns and adverse competitive and industry conditions; ● require us to dedicate a substantial portion, if not all, of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures, and other general corporate purposes; ● limit our ability to pay dividends; ● limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate; ● place us at a competitive disadvantage compared to competitors that have less debt or better access to capital; ● limit our ability to raise additional financing on satisfactory terms or at all; and 20 Table of Contents ● adversely impact our ability to comply with the financial and other restrictive covenants of our current or future financing arrangements, which could result in an event of default under such agreements.
Furthermore, it is possible that third parties with whom we have charter contracts or banking relationships may be impacted by events in Russia and Ukraine, which could adversely affect our operations. Furthermore, the intensity and duration of Middle East wars and conflicts is difficult to predict and its impact on the world economy and our industry is uncertain.
Furthermore, it is possible that third parties with whom we have charter contracts or banking relationships may be impacted by events in Russia and Ukraine, which could adversely affect our operations. 16 Table of Contents Furthermore, the intensity and duration of Middle East wars and conflicts is difficult to predict and its impact on the world economy and our industry is uncertain.
An increasing number of companies have rerouted their vessels to avoid transiting the Red Sea, incurring greater shipping costs and delays. For vessels transiting the region, war risk premium increased substantially, and should these attacks restart, we could similarly experience a significant increase in our insurance costs and we may not be adequately insured to cover losses from these incidents.
An increasing number of companies have rerouted their vessels to avoid transiting the Red Sea, incurring greater shipping costs and delays. For vessels transiting the region, war risk premium increased substantially, and we could similarly experience a significant increase in our insurance costs and we may not be adequately insured to cover losses from these incidents.
There can be no assurance that we will obtain waivers, deferrals, and amendments of certain financial covenants, payment obligations, and events of default under our loan facilities with our lenders in the future, if needed. 18 Table of Contents Servicing current and future debt will limit funds available for other purposes and impair our ability to react to changes in our business.
There can be no assurance that we will obtain waivers, deferrals, and amendments of certain financial covenants, payment obligations, and events of default under our loan facilities with our lenders in the future, if needed. Servicing current and future debt will limit funds available for other purposes and impair our ability to react to changes in our business.
Consequently, we and our subsidiaries are subject to changing tax laws, treaties and regulations in and between countries in which we operate. Our income tax expense is based on our interpretation of the tax laws in effect at the time the expense was incurred.
Tax laws and regulations are highly complex and subject to interpretation. Consequently, we and our subsidiaries are subject to changing tax laws, treaties and regulations in and between countries in which we operate. Our income tax expense is based on our interpretation of the tax laws in effect at the time the expense was incurred.
A growth in EVs or a slowdown in imports or exports of crude or petroleum products worldwide may result in decreased demand for our vessels and lower charter rates, which could have a material adverse effect on our business, operating results, cash flows, financial condition, and ability to make cash distributions. Our operating results are subject to seasonal fluctuations.
A growth in EVs or a slowdown in imports or exports of crude or petroleum products worldwide may result in decreased demand for our vessels and lower charter rates, which could have a material adverse effect on our business, operating results, cash flows, financial condition, and ability to make cash distributions. 6 Table of Contents Our operating results are subject to seasonal fluctuations.
In addition, if a bank, or the public, believes that a bank is not stable, the bank may institute procedures or rules to limit withdrawals and access to funds, which, if implemented, would have a material adverse effect on our business and financial condition. Volatility of SOFR and potential changes of the use of SOFR as a benchmark may occur.
In addition, if a bank, or the public, believes that a bank is not stable, the bank may institute procedures or rules to limit withdrawals and access to funds, which, if implemented, would have a material adverse effect on our business and financial condition. 8 Table of Contents Volatility of SOFR and potential changes of the use of SOFR as a benchmark may occur.
Also, adverse movements in interest rate derivatives may require us to post cash as collateral, which may impact our free cash position, and have the potential to cause us to breach covenants in our loan agreements that require maintenance of certain financial positions and ratios. 8 Table of Contents We are subject to complex laws and regulations, including environmental regulations.
Also, adverse movements in interest rate derivatives may require us to post cash as collateral, which may impact our free cash position, and have the potential to cause us to breach covenants in our loan agreements that require maintenance of certain financial positions and ratios. We are subject to complex laws and regulations, including environmental regulations.
Compliance with industry-driven standards imposed upon tanker vessel owners and operators by the so-called “Oil Majors,” such as Exxon Mobil, BP p.l.c., Royal Dutch Shell p.l.c., Chevron, ConocoPhillips and Total S.A., together with a number of commodities traders are critical to the tanker industry.
Compliance with industry-driven standards imposed upon tanker vessel owners and operators by the so-called “Oil Majors,” such as Exxon Mobil, BP p.l.c., Royal Dutch Shell p.l.c., Chevron, ConocoPhillips and Total S.A., together with a number of other oil companies and commodities traders are critical to the tanker industry.
Factors that influence demand for tanker vessel capacity include: ● supply and demand for oil carried; ● changes in oil production; ● oil prices; 3 Table of Contents ● the distance required for oil being moved by sea; ● any restrictions on crude oil production imposed by OPEC and non-OPEC oil producing countries; ● global and regional economic and political conditions, including “trade wars” and developments in international trade, national oil reserves policies, fluctuations in industrial and agricultural production, armed conflicts, and work stoppages; ● increases in the production of oil in areas linked by pipelines to consuming areas, the extension of existing or the development of new pipeline systems in markets we may serve, or the conversion of existing non-oil pipelines to oil pipelines in those markets; ● worldwide and regional availability of refining capacity and inventories; ● environmental and other legal and regulatory developments; ● economic slowdowns caused by public health events, such as the COVID-19 pandemic and its variants, or inflationary pressures and related governmental responses thereto; ● currency exchange rates; ● weather, natural disasters, and other acts of God; ● increased use of renewable and alternative sources of energy; ● competition from alternative sources of energy, other shipping companies, and other modes of transportation; and ● international sanctions, embargoes, import and export restrictions, nationalizations, piracy, and wars or other conflicts, including the war in Ukraine and between Israel and Hamas and others in the Middle East, the Houthi crisis in and around the Red Sea, and tensions between China and Taiwan.
Factors that influence demand for tanker vessel capacity include: ● supply and demand for oil carried; ● changes in oil production; ● oil prices; ● the distance required for oil being moved by sea; ● any restrictions on crude oil production imposed by OPEC and non-OPEC oil producing countries; ● global and regional economic and political conditions, including “trade wars” and developments in international trade, national oil reserves policies, fluctuations in industrial and agricultural production, armed conflicts, and work stoppages; ● increases in the production of oil in areas linked by pipelines to consuming areas, the extension of existing or the development of new pipeline systems in markets we may serve, or the conversion of existing non-oil pipelines to oil pipelines in those markets; ● increases in the production of oil in Venezuela and other oil producing countries or areas; ● worldwide and regional availability of refining capacity and inventories; ● environmental and other legal and regulatory developments; ● economic slowdowns caused by public health events, such as the COVID-19 pandemic and its variants, or inflationary pressures and related governmental responses thereto; ● currency exchange rates; ● weather, natural disasters, and other acts of God; ● increased use of renewable and alternative sources of energy; ● competition from alternative sources of energy, other shipping companies, and other modes of transportation; and ● international sanctions, embargoes, import and export restrictions, nationalizations, piracy, and wars or other conflicts, including the war in Ukraine and conflicts between U.S., Israel and Iran and Israel and Hamas and others in the Middle East, the Houthi crisis in and around the Red Sea, tensions between China and Taiwan, and on-going political, economic, and social instability in Venezuela.
These negative changes in economic conditions may also have a material adverse effects on our cash flow and financial condition, which would affect our ability to meet our current leaseback obligations.
These negative changes in economic conditions may also have a material adverse effect on our cash flow and financial condition, which would affect our ability to meet our current leaseback obligations.
The occurrence of any default of any of our banks could have a material adverse effect on our business, financial condition, operating results, and cash flows, and we may lose part or all of our cash that we deposit with such banks. Capital expenditures and other costs necessary to operate and maintain our vessels may increase.
The occurrence of any default of any of our banks could have a material adverse effect on our business, financial condition, operating results, and cash flows, and we may lose part or all of our cash that we deposit with such banks. 21 Table of Contents Capital expenditures and other costs necessary to operate and maintain our vessels may increase.
The ability of such charterers to perform their obligations under a contract with us will depend on a number of factors that are beyond our control and may include, among other things, general economic conditions, the condition of the maritime industry, the overall financial condition of the counterparty, charter rates received for specific types of vessels, work stoppages or other labor disturbances, including as a result of the COVID-19 pandemic, and various expenses.
The ability of such charterers to perform their obligations under a contract with us will depend on a number of factors that are beyond our control and may include, among other things, general economic conditions, the condition of the maritime industry, the overall financial condition of the counterparty, charter rates received for specific types of vessels, work stoppages or other labor disturbances, including as a result of pandemics, and various expenses.
Companies across all industries are facing increasing scrutiny relating to their ESG policies. Investor advocacy groups, certain institutional investors, investment funds, lenders, and other market participants are increasingly focused on ESG practices and, in recent years, have placed increasing importance on the implications and social cost of their investments.
Companies across all industries are facing increasing scrutiny relating to their Environmental, Social, and Governance, or ESG policies. Investor advocacy groups, certain institutional investors, investment funds, lenders, and other market participants are increasingly focused on ESG practices and, in recent years, have placed increasing importance on the implications and social cost of their investments.
If financing or refinancing is not available when needed, or is available only on unfavorable terms, we may be unable to meet our future obligations as they come due.
If financing or refinancing is not available when needed, or is available only on unfavorable terms, we may be unable to meet our future obligations as they come due, or our profitability may be reduced.
The Oil Majors represent a significant percentage of the production, trading, and shipping logistics (terminals) of crude oil and refined products worldwide and they have developed and implemented a strict, ongoing due diligence process for selecting commercial partners, referred to as “vetting.” The vetting process is a sophisticated and comprehensive risk assessment of both vessels and vessel operators, including physical ship inspections, questionnaires completed and evaluated by accredited inspectors, and the production of risk assessment reports determining the suitability of vessels and vessel operators, as well as crewmembers, for hire by the Oil Majors.
These businesses constitute a significant percentage of the production, trading, and shipping logistics (terminals) of crude oil and refined products worldwide and they have developed and implemented a strict, ongoing due diligence process for selecting commercial partners, referred to as “vetting.” The vetting process is a sophisticated and comprehensive risk assessment of both vessels and vessel operators, including physical ship inspections, questionnaires completed and evaluated by accredited inspectors, and the production of risk assessment reports determining the suitability of vessels and vessel operators, as well as crewmembers, for hire.
Furthermore, certain banks that have historically been significant lenders to the shipping industry have announced an intention to reduce or cease lending activities in the shipping industry. New banking regulations, including larger capital requirements and the resulting policies adopted by lenders, could reduce lending activities.
Furthermore, certain banks that have historically been significant lenders to the shipping industry have announced an intention to reduce or cease lending activities in the shipping industry or have already done so. New banking regulations, including larger capital requirements and the resulting policies adopted by lenders, could reduce lending activities.
Beginning in January 2023, Annex VI requires EEXI and CII certification. The first annual reporting was to be completed in 2023, with initial ratings given in 2024.
Beginning in January 2023, Annex VI requires EEXI and CII certification. The first annual reporting was completed in 2023, with initial ratings given in 2024.
The forward freight agreement market has experienced significant volatility in the past few years and, accordingly, recognition of the changes in the fair value of forward freight agreements has caused and could in the future cause significant volatility in earnings. 30 Table of Contents We may be exposed to fraudulent behavior.
The forward freight agreement market has experienced significant volatility in the past few years and, accordingly, recognition of the changes in the fair value of forward freight agreements has caused and could in the future cause significant volatility in earnings. We may be exposed to fraudulent behavior.
The factors that influence the supply of tanker capacity include: ● the number of newbuilding deliveries; ● current and expected newbuilding orders for vessels; ● the scrapping rate of older vessels; ● the availability of financing for new or secondhand tankers; ● speed of vessel operation; ● vessel freight rates, which are affected by factors that may affect the rate of newbuilding, scrapping and laying up of vessels; ● the price of steel and vessel equipment; ● technological advances in the design, capacity, propulsion technology, and fuel consumption efficiency of vessels; ● potential conversion of vessels for alternative use; ● changes in environmental and other regulations that may limit the useful lives of vessels; ● port or canal congestion; 4 Table of Contents ● national or international regulations that may effectively cause reductions in the carrying capacity of vessels or early obsolescence of tonnage; ● environmental concerns and regulations, including ballast water management, low sulfur fuel consumption regulations, and reductions in CO2 emissions; ● the number of vessels that are out of service at a given time, namely those that are laid-up, drydocked, awaiting repairs, or otherwise not available for hire, including those that are in drydock for the purpose of installing exhaust gas cleaning systems, known as scrubbers; and ● changes in the global petroleum market.
The factors that influence the supply of tanker capacity include: ● the number of newbuilding deliveries; ● current and expected newbuilding orders for vessels; ● the scrapping rate of older vessels; ● the availability of financing for new or secondhand tankers; 4 Table of Contents ● speed of vessel operation; ● vessel freight rates, which are affected by factors that may affect the rate of newbuilding, scrapping and laying up of vessels; ● the price of steel and vessel equipment; ● technological advances in the design, capacity, propulsion technology, and fuel consumption efficiency of vessels; ● potential conversion of vessels for alternative use; ● changes in environmental and other regulations that may limit the useful lives of vessels; ● port or canal congestion; ● national or international regulations that may effectively cause reductions in the carrying capacity of vessels or early obsolescence of tonnage; ● environmental concerns and regulations, including ballast water management, low sulfur fuel consumption regulations, and reductions in CO2 emissions; ● the number of vessels that are out of service at a given time, namely those that are laid-up, drydocked, awaiting repairs, or otherwise not available for hire, including those that are in drydock for upgrades; and ● changes in the global petroleum market.
Compliance with such laws, regulations, and standards, where applicable, may require installation of costly equipment or operational changes and may affect the resale value or useful lives of our vessels, or vessels we acquire, or resale prices or useful lives of our vessels or require reductions in capacity, vessel modifications, or operational changes or restrictions.
Compliance with such laws, regulations, and standards, where applicable, may require installation of costly equipment or operational changes and may affect the resale value or useful lives of our vessels, or require reductions in capacity, vessel modifications, or operational changes or restrictions.
Likewise, a time-chartered vessel should generally not be treated as an asset that produces or is held for the production of “passive income.” 33 Table of Contents We believe that we were not a PFIC for our 2024 taxable year and we do not expect to be treated as a PFIC in the current or subsequent taxable years.
Likewise, a time-chartered vessel should generally not be treated as an asset that produces or is held for the production of “passive income.” 35 Table of Contents We believe that we were not a PFIC for our 2025 taxable year and we do not expect to be treated as a PFIC in the current or subsequent taxable years.
In the case of time charter relationships, additional factors are considered when awarding such contracts, including: ● office assessments and audits of the vessel operator; ● the vessel operator’s environmental, health, and safety record; ● compliance with the standards of the IMO; ● compliance with Oil Majors’ codes of conduct, policies, and guidelines, including policies relating to transparency, anti-bribery and ethical conduct requirements, and relationships with third parties; ● compliance with heightened industry standards set by the Oil Majors; ● results of Port State Control inspections (see below); ● shipping industry relationships, reputation for customer services, and technical and operating expertise; and ● shipping experience and quality of ship operations, including cost-effectiveness and technical capability and experience of crewmembers. 23 Table of Contents Under the terms of our charter agreements, both the vessels and the technical managers are vetted and approved to transport petroleum products by multiple Oil Majors.
In the case of time charter relationships, additional factors are considered when awarding such contracts, including: ● office assessments and audits of the vessel operator; ● the vessel operator’s environmental, health, and safety record; ● compliance with the standards of the IMO; ● compliance with Oil Majors’ and others’ codes of conduct, policies, and guidelines, including policies relating to transparency, anti-bribery and ethical conduct requirements, and relationships with third parties; ● compliance with heightened industry standards set by the Oil Majors, other major and national oil companies and commodities traders; ● results of Port State Control inspections (see below); ● shipping industry relationships, reputation for customer services, and technical and operating expertise; and ● shipping experience and quality of ship operations, including cost-effectiveness and technical capability and experience of crewmembers. 25 Table of Contents Under the terms of our charter agreements, both the vessels and the technical managers are vetted and approved to transport petroleum products by multiple Oil Majors, other oil companies and commodities traders.
Any failure to maintain our tanker vessels to the standards required by the Oil Majors could put us in breach of our charter agreement and lead to termination of such agreement and, potentially, could give rise to impairment in the value of our tanker vessels.
Any failure to maintain our tanker vessels to the standards required by the charterer could put us in breach of our charter agreement and lead to termination of such agreement and, potentially, could give rise to impairment in the value of our tanker vessels.
Our vessels, or vessels we may acquire, and their cargoes are at risk of being damaged or lost because of events such as marine disasters, bad weather and other acts of God, business interruptions caused by mechanical failures, grounding, fire, explosions and collisions, human error, war, terrorism, piracy, diseases (such as the outbreak of COVID-19), quarantine, and other circumstances or events.
Our vessels, or vessels we may acquire, and their cargoes are at risk of being damaged or lost because of events such as marine disasters, bad weather and other acts of God, business interruptions caused by mechanical failures, grounding, fire, explosions and collisions, human error, war, terrorism, piracy, diseases, pandemics, quarantine, and other circumstances or events.
Such a situation may lead to the Oil Majors’ terminating any existing charters and refusing to use our vessels in the future, which, in turn, would adversely affect our operating results and cash flows.
Such a situation may lead to the charterer terminating any existing charters and refusing to use our vessels in the future, which, in turn, would adversely affect our operating results and cash flows.
In July 2021, the European Commission launched the “Fit for 55” to support the climate policy agenda. As of January 2019, large ships calling at EU ports have been required to collect and publish data on carbon dioxide emissions and other information.
In July 2021, the European Commission launched the “Fit for 55” to support the climate policy agenda. Large ships calling at EU ports have been required to collect and publish data on carbon dioxide emissions and other information.
Beginning in late 2023, vessels in the Red Sea and Gulf of Aden have increasingly been subject to attempted hijackings and attacks by drones and projectiles characterized by Houthi groups in Yemen as a response to the war between Israel and Hamas, although those have recently subsided.
Beginning in late 2023, vessels in the Red Sea and Gulf of Aden have increasingly been subject to attempted hijackings and attacks by drones and projectiles characterized by Houthi groups in Yemen as a response to the war between Israel and Hamas.
During an inflationary period, such as one we are currently experiencing, SOFR or a similar reference rate will generally be increased, thus costing us more money to service our debt obligations and reducing our net revenues.
During an inflationary period, such as one we are currently experiencing, SOFR or a similar reference rate will generally be increased, thus costing us more money to service our debt obligations and reducing our net income and cash flows.
Recent heightened volatility in charter prices has resulted primarily from the war in Ukraine and sanctions on Russian exports of crude oil and petroleum products, and there is great uncertainty about the future impact of those events.
Recent heightened volatility in charter prices has resulted primarily from the war in Ukraine and sanctions on Russian exports of crude oil and petroleum products, and the current instability in Venezuela and Iran, and there is great uncertainty about the future impact of those events.
Furthermore, the newly passed EU Emissions Trading Directive 2023/959/EC makes clear that all maritime allowances would be auctioned and there will be no free allocation. 78.4 million emissions allowances are to be allocated specifically to maritime.
Furthermore, the EU Emissions Trading Directive 2023/959/EC makes clear that all maritime allowances were auctioned and there will be no free allocation. 78.4 million emissions allowances are to be allocated specifically to maritime.
We must dedicate a portion of our cash flow from operations to pay the principal and interest on our indebtedness. These payments limit funds otherwise available for working capital, capital expenditures, and other purposes. As of December 31, 2024 and 2023, we had a total indebtedness of $651.6 million and $698.5 million, respectively, excluding deferred finance fees.
We must dedicate a portion of our cash flow from operations to pay the principal and interest on our indebtedness. These payments limit funds otherwise available for working capital, capital expenditures, and other purposes. As of December 31, 2025 and 2024, we had a total indebtedness of $609.8 million and $651.6 million, respectively, excluding deferred finance fees.
The cap under the ETS would be set by taking into account EU MRV system emissions data for the years 2018 and 2019, adjusted, from year 2021 and is to capture 100% of the emissions from intra-EU maritime voyages; 100% of emissions from ships at berth in EU ports and 50% of emissions from voyages which start or end at EU ports (but the other destination is outside the EU).
The cap under the ETS was set by taking into account EU MRV system emissions data for the years 2018 and 2019, adjusted, from year 2021 and captures 100% of the emissions from intra-EU maritime voyages; 100% of emissions from ships at berth in EU ports and 50% of emissions from voyages which start or end at EU ports (but the other destination is outside the EU).
We may expand our fleet through the acquisition of secondhand vessels. While we inspect previously owned or secondhand vessels prior to purchase, this does not normally provide us with the same knowledge about their condition and cost of any required (or anticipated) repairs that we would have had if these vessels had been built for and operated exclusively by us.
While we inspect previously owned or secondhand vessels prior to purchase, this does not normally provide us with the same knowledge about their condition and cost of any required (or anticipated) repairs that we would have had if these vessels had been built for and operated exclusively by us.
If we decide to clean any vessel, we cannot guarantee that any charter hire received will fully compensate us for the off - hire days and associated costs had we not cleaned the vessel and instead continued to trade them with crude products.
If we decide to clean any vessel, we cannot guarantee that any charter hire received will fully compensate us for the off-hire days and associated costs had we not cleaned the vessel and instead continued to trade them with crude products, although we have insurance in place.
Our financial results may be adversely affected by the outbreak of epidemic and pandemic diseases, including COVID-19, and any relevant governmental responses thereto.
Our financial results may be adversely affected by the outbreak of epidemic and pandemic diseases, and any relevant governmental responses thereto.
In 2024, for example, four of our vessels called on ports in Venezuela an aggregate of five times; we believe that such calls were done in accordance with applicable laws and we had the relevant authorizations and licenses to call on such ports.
In 2025, for example, three of our vessels called on ports in Venezuela an aggregate of three times; we believe that such calls were done in accordance with applicable laws and we had the relevant authorizations and licenses to call on such ports.
Our inability to obtain financing, or receiving financing at a higher than anticipated cost, may materially affect our results of operation and our ability to implement our business strategy. 22 Table of Contents The employment of our vessels could be adversely affected by an inability to clear the Oil Majors’ vetting process.
Our inability to obtain financing, or receiving financing at a higher than anticipated cost, may materially affect our results of operation and our ability to implement our business strategy. 24 Table of Contents The employment of our vessels could be adversely affected by an inability to clear the vetting process of potential charterers.
While our financing arrangements previously used LIBOR, including during the fiscal years ended December 31, 2023 and December 31, 2022, in 2023 we amended those loan agreements to transition from LIBOR to SOFR. As a result, none of our financing arrangements currently utilizes LIBOR, and those that have a reference rate use SOFR, in line with current market practice.
While our financing arrangements previously used the London Interbank Offered Rate (“LIBOR”), including during the fiscal year ended December 31, 2023, in 2023 we amended those loan agreements to transition from LIBOR to SOFR. As a result, none of our financing arrangements currently utilizes LIBOR, and those that have a reference rate use SOFR, in line with current market practice.
Compliance is to be on a companywide (rather than per ship) basis and “shipping company” is defined widely to capture both the ship owner and any contractually appointed commercial operator/ship manager/bareboat charterer who not only assume full compliance for ETS but also under the ISM Code.
The surrender compliance deadline is September 30 of each year. Compliance is to be on a companywide (rather than per ship) basis and “shipping company” is defined widely to capture both the ship owner and any contractually appointed commercial operator/ship manager/bareboat charterer who not only assume full compliance for ETS but also under the ISM Code.
As of December 31, 2024 and 2023, the aggregate amount of our loans from Chinese lenders, as a percentage of amounts borrowed from all lenders, amounted to 30% and 19%, respectively.
As of December 31, 2025 and 2024, the aggregate amount of our loans from Chinese lenders, as a percentage of amounts borrowed from all lenders, amounted to nil and 30%, respectively.
Our payment of these calls could result in significant expense to us, which could have a material adverse effect on our business, operating results, and financial condition. 28 Table of Contents We may be subject to increasing regulation as well as scrutiny and changing expectations from investors, lenders, and other market participants with respect to our Environmental, Social, and Governance, or ESG, and CSRD policies.
Our payment of these calls could result in significant expense to us, which could have a material adverse effect on our business, operating results, and financial condition. 30 Table of Contents We may be subject to increasing regulation as well as scrutiny and changing expectations from investors, lenders, and other market participants with respect to our Environmental, Social, and Governance and Corporate Sustainability Reporting Directive policies.
Furthermore, on January 1, 2024, the EU Emissions Trading Scheme, or the ETS, for ships sailing into and out of EU ports came into effect, and the FuelEU Maritime Regulation came into effect on January 1, 2025.
Furthermore, on January 1, 2024, the EU Emissions Trading Scheme, or the ETS, for ships sailing into and out of EU ports came into effect.
New systems, personnel, data management systems, costs recovery mechanisms, revised service agreement terms and emissions reporting procedures will have to be put in place, at significant cost, to prepare for and manage the administrative aspect of ETS compliance.
New systems, personnel, data management systems, costs recovery mechanisms, revised service agreement terms and emissions reporting procedures must be put in place, which could be at a significant cost, to prepare for and manage the administrative aspect of ETS compliance.
Furthermore, the ongoing war between Israel and Hamas and others in the Middle East and the Houthi rebel attacks on shipping in the Red Sea have an uncertain impact on the supply and demand for tankers.
Furthermore, the ongoing hostilities between the U.S., Israel and Iran, and Israel and Hamas and others in the Middle East and the Houthi rebel attacks on shipping in the Red Sea have an uncertain impact on the supply and demand for tankers.
Given the potential magnitude of these proposed port-related fees and the many uncertainties surrounding their implementation, it is not possible at this time to fully predict the ultimate financial impact.
Given the potential magnitude of the USTR and Chinese port fees and the many uncertainties surrounding their implementation, it is not possible at this time to fully predict the ultimate financial impact.
If we are not able to obtain new contracts in direct continuation with existing charters or for newly acquired vessels, or if new contracts are entered into at charter rates substantially below the existing charter rates or on terms otherwise less favorable compared to existing contracts terms, our revenues and profitability could be adversely affected, we may have to record impairment adjustments to the carrying values of our fleet and we may not be able to comply with the financial covenants in our loan agreements.
If we are not able to obtain new contracts in direct continuation with existing charters or for newly acquired vessels, or if new contracts are entered into at charter rates substantially below the existing charter rates or on terms otherwise less favorable compared to existing contracts terms, our revenues and profitability could be adversely affected, we may have to record impairment adjustments to the carrying values of our fleet and we may not be able to comply with the financial covenants in our loan agreements. ​ ​ ​ ​ 3 Table of Contents Fluctuations in charter rates and vessel values result from changes in the supply and demand for vessels and changes in the supply and demand for oil.
For example, due in part to fears associated with the spread of COVID-19 (as more fully described above), global financial markets experienced significant volatility which may continue as the pandemic evolves, resurges, or a new COVID-19 variant emerges.
For example, due in part to fears associated with the spread of COVID-19 (as more fully described above), global financial markets experienced significant volatility which may occur again if there is a new pandemic, or if COVID-19 resurges or a variant emerges.
These regulations include, but are not limited to, the International Convention for the Prevention of Pollution from Ships of 1973, as amended from time to time and generally referred to as MARPOL, including the designation of Emission Control Areas, or ECAs, thereunder, the International Convention on Load Lines of 1966, the International Convention on Civil Liability for Oil Pollution Damage of 1969, generally referred to as CLC, the International Convention on Civil Liability for Bunker Oil Pollution Damage, or Bunker Convention, the International Convention for the Safety of Life at Sea of 1974, or SOLAS, the International Safety Management Code for the Safe Operation of Ships and for Pollution Prevention, or ISM Code, the International Convention for the Control and Management of Ships’ Ballast Water and Sediments, or the BWM Convention, the U.S.
These regulations include, but are not limited to, the International Convention for the Prevention of Pollution from Ships of 1973, as amended from time to time and generally referred to as MARPOL, including the designation of Emission Control Areas, or ECAs, thereunder, the International Convention on Load Lines of 1966, the International Convention on Civil Liability for Oil Pollution Damage of 1969, generally referred to as CLC, the International Convention on Civil Liability for Bunker Oil Pollution Damage, or Bunker Convention, the International Convention for the Safety of Life at Sea of 1974, or SOLAS, the International Safety Management Code for the Safe Operation of Ships and for Pollution Prevention, or ISM Code, the International Convention for the Control and Management of Ships’ Ballast Water and Sediments, or the BWM Convention, the International Code on the Enhanced Programme of Inspections during Surveys of Bulk Carriers and Oil Tankers, the International Goal-based Ship Construction Standards for Bulk Carriers and Oil Tankers, the U.S.
In addition, any detention hijacking as a result of an act of piracy against our vessels, or vessels we may acquire, or an increase in cost or unavailability of insurance for our vessels, or vessels we may acquire, could have a material adverse impact on our business, operating results, cash flows, financial condition, and ability to pay dividends and may result in loss of revenues, increased costs, and decreased cash flows to our customers, which could impair their ability to make payments to us under our charters.
In addition, any detention hijacking as a result of an act of piracy against our vessels, or vessels we may acquire, or an increase in cost or unavailability of insurance for our vessels, or vessels we may acquire, could have a material adverse impact on our business, operating results, cash flows, financial condition, and ability to pay dividends and may result in loss of revenues, increased costs, and decreased cash flows to our customers, which could impair their ability to make payments to us under our charters. 18 Table of Contents An economic slowdown or changes in the economic and political environment in the Asia Pacific region could occur.

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Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeThe following table lists the vessels in our fleet as of March 28, 2025: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ​ ​ ​ ​ ​ ​ ​ Type of Vessel Name Built Dwt Flag Yard Employment Milos 2016 157,525 Greece Sungdong Spot/Short-Term Poliegos 2017 157,525 Marshall Islands Sungdong Spot/Short-Term Kimolos 2018 159,159 Marshall Islands JMU Spot/Short-Term Folegandros 2018 159,221 Marshall Islands JMU Spot/Short-Term Nissos Sikinos 2020 157,447 Marshall Islands HSHI Spot/Short-Term Nissos Sifnos 2020 157,447 Marshall Islands HSHI Spot/Short-Term Nissos Rhenia 2019 318,953 Marshall Islands HHI Spot/Short-Term Nissos Despotiko 2019 318,953 Marshall Islands HHI Spot/Short-Term Nissos Donoussa 2019 318,953 Marshall Islands HHI Spot/Short-Term Nissos Kythnos 2019 318,953 Marshall Islands HHI Spot/Short-Term Nissos Keros 2019 318,953 Marshall Islands HHI Spot/Short-Term Nissos Anafi 2020 318,953 Marshall Islands HHI Spot/Short-Term Nissos Kea 2022 300,323 Marshall Islands HHI Spot/Short-Term Nissos Nikouria 2022 300,323 Marshall Islands HHI Spot/Short-Term ​ We strategically monitor developments in the tanker industry on a regular basis and, subject to market demand, will seek to enter into shorter or longer time or bareboat charters according to prevailing market conditions. 48 Table of Contents We will compete for charters on the basis of price, vessel location, size, age, and condition of the vessel, as well as on our reputation as an operator.
Biggest changeHistory and Development of the Company—Recent Developments,” 52 Table of Contents The following table lists the vessels in our fleet as of March 18, 2026 (not including the Additional Vessel Acquisitions): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ​ ​ ​ ​ ​ ​ ​ Type of Vessel Name ​ ​ ​ Built ​ ​ ​ Dwt ​ ​ ​ Flag ​ ​ ​ Yard ​ ​ ​ Employment Milos 2016 157,525 Greece Sungdong Spot/Short-Term Poliegos 2017 157,525 Marshall Islands Sungdong Spot/Short-Term Kimolos 2018 159,159 Marshall Islands JMU Spot/Short-Term Folegandros 2018 159,221 Marshall Islands JMU Spot/Short-Term Nissos Sikinos 2020 157,447 Marshall Islands HSHI Spot/Short-Term Nissos Sifnos 2020 157,447 Marshall Islands HSHI Spot/Short-Term Nissos Piperi ​ 2026 ​ 157,993 ​ Marshall Islands ​ Daehan ​ Spot/Short-Term Nissos Serifopoula ​ 2026 ​ 157,993 ​ Marshall Islands ​ Daehan ​ Spot/Short-Term Nissos Rhenia 2019 318,953 Marshall Islands HHI Spot/Short-Term Nissos Despotiko 2019 318,953 Marshall Islands HHI Spot/Short-Term Nissos Donoussa 2019 318,953 Marshall Islands HHI Spot/Short-Term Nissos Kythnos 2019 318,953 Marshall Islands HHI Spot/Short-Term Nissos Keros 2019 318,953 Marshall Islands HHI Spot/Short-Term Nissos Anafi 2020 318,953 Marshall Islands HHI Spot/Short-Term Nissos Kea 2022 300,323 Marshall Islands HHI Spot/Short-Term Nissos Nikouria 2022 300,323 Marshall Islands HHI 12-Month Term ​ We strategically monitor developments in the tanker industry on a regular basis and, subject to market demand, will seek to enter into shorter or longer time or bareboat charters according to prevailing market conditions.
A new Corporate Sustainability Due Diligence Directive (“CSDDD”) was also adopted on July 25, 2024 as part of the Fit for 55 Package and establishes a corporate due diligence duty. CSDDD will apply to large companies with more than 1,000 employees and the turnover threshold €450 million.
A new Corporate Sustainability Due Diligence Directive (“CSDDD”) was also adopted on July 25, 2024 as part of the Fit for 55 Package and establishes a corporate due diligence duty. CSDDD was to apply to large companies with more than 1,000 employees and the turnover threshold €450 million.
Amendments to the IMDG Code relating to segregation requirements for certain substances, and classification and transport of carbon came into effect in June 2022. Updates to the IMDG Code, in line with the updates to the United Nations Recommendations on the Transport of Dangerous Goods, which set the recommendations for all transport modes, became effective January 1, 2024.
Additional amendments to the IMDG Code relating to segregation requirements for certain substances, and classification and transport of carbon came into effect in June 2022. Updates to the IMDG Code, in line with the updates to the United Nations Recommendations on the Transport of Dangerous Goods, which set the recommendations for all transport modes, became effective January 1, 2024.
For the years ended December 31, 2024 and December 31, 2023, total technical management fees incurred from KMC amounted to $4,611,600 and $4,599,000, respectively. If required by KMC, the daily fee may be increased in line with the relevant annual inflation rates.
For the years ended December 31, 2025, 2024 and 2023, total technical management fees incurred from KMC amounted to $4,599,000, $4,611,600 and $4,599,000, respectively. If required by KMC, the daily fee may be increased in line with the relevant annual inflation rates.
There are two key initiatives relevant to maritime arising from the Proposals: (a) a bespoke emissions trading scheme for the maritime sector, or ETS, which entered into force on January 1, 2024 and which applies to all ships above a gross tonnage of 5,000; and (b) a FuelEU regulation, which seeks to require all ships above a gross tonnage of 5,000 to carry on board a ‘FuelEU certificate of compliance’ from June 30, 2026, as evidence of compliance with the limits on the greenhouse gas intensity of the energy used on-board by a ship and with the requirements on the use of on-shore power supply (OPS) at berth.
There are two key initiatives relevant to maritime arising from the Proposals: (a) a bespoke emissions trading scheme for the maritime sector, or ETS, which entered into force on January 1, 2024 and which applies to all ships above a gross tonnage of 5,000; and (b) a FuelEU regulation, which seeks to require all ships above a gross tonnage of 5,000 to carry on board a ‘FuelEU certificate of compliance’ from June 30, 2028, as evidence of compliance with the limits on the greenhouse gas intensity of the energy used on-board by a ship and with the requirements on the use of on-shore power supply (OPS) at berth.
Depending on market conditions, we may also employ our vessels on time charters. Vessels operating on time charters may be chartered for several months or years, whereas vessels operating in the spot market typically are chartered for a single voyage that may last up to three months.
Depending on market conditions, we may also employ our vessels on time charters or bareboat charters. Vessels operating on time charters or bareboat charters may be chartered for several months or years, whereas vessels operating in the spot market typically are chartered for a single voyage that may last up to three months.
More specifically, ETS is to apply gradually over the period from 2024-2026. 40% of allowances would have to be surrendered in 2025 for the year 2024; 70% of allowances would have to be surrendered in 2026 for the year 2025; 100% of allowances would have to be surrendered in 2027 for the year 2026.
More specifically, ETS is to apply gradually over the period from 2024-2026. 40% of allowances would have to be surrendered in 2025 for the year 2024; 70% of allowances will have to be surrendered in 2026 for the year 2025; 100% of allowances will have to be surrendered in 2027 for the year 2026.
As a member of a P&I Association, which is a member of the International Group, we are subject to calls payable to the associations based on our claim records as well as the claim records of all other members of the individual associations and members of the shipping pool of P&I Associations comprising the International Group. 64 Table of Contents Permits and Authorizations We are required by various governmental and quasi-governmental agencies to obtain certain permits, licenses and certificates with respect to our vessels and other vessels we may acquire.
As a member of a P&I Association, which is a member of the International Group, we are subject to calls payable to the associations based on our claim records as well as the claim records of all other members of the individual associations and members of the shipping pool of P&I Associations comprising the International Group. 69 Table of Contents Permits and Authorizations We are required by various governmental and quasi-governmental agencies to obtain certain permits, licenses and certificates with respect to our vessels and other vessels we may acquire.
The 2023 ESG Report (which is not incorporated by reference herein) was prepared in accordance with the Global Reporting Initiative (GRI 2021 Standards) and the internationally accepted Sustainability Accounting Standards Board (SASB) for Marine Transportation and covers various sustainability aspects, which provide relevant information about ESG issues and includes information regarding our emissions (and certain metrics with respect thereto).
The 2024 ESG Report (which is not incorporated by reference herein) was prepared in accordance with the Global Reporting Initiative (GRI 2021 Standards) and the internationally accepted Sustainability Accounting Standards Board (SASB) for Marine Transportation and covers various sustainability aspects, which provide relevant information about ESG issues and includes information regarding our emissions (and certain metrics with respect thereto).
This is due to the fact that younger vessels with a longer remaining economic life are less susceptible to the level of charter rates than older vessels with limited remaining economic life. 65 Table of Contents The Crude Oil Tanker Market Charter Types Employment of oil tanker vessels occurs through the following chartering options: ● Bareboat Charter: In this charter type, vessels are usually employed for several years.
This is due to the fact that younger vessels with a longer remaining economic life are less susceptible to the level of charter rates than older vessels with limited remaining economic life. 70 Table of Contents The Crude Oil Tanker Market Charter Types Employment of oil tanker vessels occurs through the following chartering options: ● Bareboat Charter: In this charter type, vessels are usually employed for several years.
In 2024, our vessels did not complete any port call in Iran, and we are not aware of any vessels owned or controlled by our affiliates completing any port call in Iran or other jurisdictions required to be disclosed pursuant to Section 13(r) of the Exchange Act.
In 2025, our vessels did not complete any port call in Iran, and we are not aware of any vessels owned or controlled by our affiliates completing any port call in Iran or other jurisdictions required to be disclosed pursuant to Section 13(r) of the Exchange Act.
Amendments to Annex VI, requiring will require bunker delivery notes to include a flashpoint of fuel oil or a statement that the flashpoint has been measured at or above 70°C as mandatory information, became effective on May 1, 2024.
Amendments to Annex VI requiring bunker delivery notes to include a flashpoint of fuel oil or a statement that the flashpoint has been measured at or above 70°C as mandatory information became effective on May 1, 2024.
Provided in this section is information concerning the activities of us and our affiliates that occurred in 2024 and which we believe may be required to be disclosed pursuant to Section 13(r) of the Exchange Act.
Provided in this section is information concerning the activities of us and our affiliates that occurred in 2025 and which we believe may be required to be disclosed pursuant to Section 13(r) of the Exchange Act.
Suezmax tanker vessels are engaged in a range of crude oil trades across a number of major loading zones. ● Aframax tankers, with an oil cargo carrying capacity of approximately 80,000 to 120,000 dwt (or approximately 500,000 barrels). Aframax tanker vessels are employed in shorter regional trades, mainly in North West Europe, the Caribbean, the Mediterranean, and Asia.
Suezmax tanker vessels are engaged in a range of crude oil trades across a number of major loading zones. ● Aframax tankers, with an oil cargo carrying capacity of approximately 80,000 to 120,000 dwt (or approximately 500,000 barrels). Aframax tanker vessels are employed in shorter regional trades, mainly in Northwest Europe, the Caribbean, the Mediterranean, and Asia.
The SEEMP identifies energy-saving measures which have been undertaken as well as the necessary measures that can be adopted to further improve the ship’s energy efficiency providing specific tools to assess their effectiveness. Environmental and Other Regulations Government regulation and laws significantly affect the ownership and operation of our fleet.
The SEEMP identifies energy-saving measures which have been undertaken as well as the necessary measures that can be adopted to further improve the ship’s energy efficiency providing specific tools to assess their effectiveness. 55 Table of Contents Environmental and Other Regulations Government regulation and laws significantly affect the ownership and operation of our fleet.
The 2015 United Nations Climate Change Conference in Paris resulted in the Paris Agreement, which entered into force on November 4, 2016, and does not directly limit greenhouse gas emissions from ships.
The 2015 United Nations Climate Change Conference in Paris resulted in the Paris Agreement, which entered into force on November 4, 2016, but does not directly limit greenhouse gas emissions from ships.
Member states have two years to implement this Directive. 60 Table of Contents The European Union has adopted several regulations and directives requiring, among other things, more frequent inspections of high-risk ships, as determined by type, age, and flag, as well as the number of times the ship has been detained.
Member states have two years to implement this Directive. The European Union has adopted several regulations and directives requiring, among other things, more frequent inspections of high-risk ships, as determined by type, age, and flag, as well as the number of times the ship has been detained.
MEPC 76 also approved amendments to MARPOL Annex I to prohibit the use and carriage for use as fuel of heavy fuel oil (or HFO) by ships in Arctic waters on and after July 1, 2024. For ships subject to Regulation 12A (oil fuel tank protection), the prohibition becomes effective on or after July 1, 2029.
MEPC 76 also approved amendments to MARPOL Annex I to prohibit the use and carriage for use as fuel of heavy fuel oil (or HFO) by ships in Arctic waters on and after July 1, 2024. For ships subject to Regulation 12A (oil fuel tank protection), the prohibition will become effective on or after July 1, 2029.
Vessels of over 400 gross tons engaged in international voyages will also be required to undergo an initial survey before the vessel is put into service or before an International Anti-fouling System Certificate is issued for the first time, and subsequent surveys when the anti-fouling systems are altered or replaced.
Vessels of over 400 gross tons engaged in international voyages are required to undergo an initial survey before the vessel is put into service or before an International Anti-fouling System Certificate is issued for the first time, and subsequent surveys when the anti-fouling systems are altered or replaced.
Compliance is to be on a company wide (rather than per ship) basis and “shipping company” is defined widely to capture both the ship owner and any contractually appointed commercial operator/ship manager/bareboat charterer who not only assume full compliance for ETS but also under the ISM Code.
Compliance is to be on a companywide (rather than per ship) basis and “shipping company” is defined widely to capture both the ship owner and any contractually appointed commercial operator/ship manager/bareboat charterer who not only assume full compliance for ETS but also under the ISM Code.
Regulation 22A of MARPOL Annex VI became effective as of March 1, 2018, and requires ships above 5,000 gross tonnage to collect and report annual data on fuel oil consumption to an IMO database, with the first year of data collection commencing on January 1, 2019.
Regulation 22A of MARPOL Annex VI became effective as of March 1, 2018, and requires ships above 5,000 gross tonnage to collect and report annual data on fuel oil consumption to an IMO database, with the first year of data collection having commenced on January 1, 2019.
The aim of this Directive is to foster sustainable and responsible corporate behavior and to anchor human rights and environmental considerations in companies’ operations and corporate governance. The new rules will ensure that businesses address adverse impacts of their actions, including in their value chains inside and outside Europe.
The aim of CSDD is to foster sustainable and responsible corporate behavior and to anchor human rights and environmental considerations in companies’ operations and corporate governance. The new rules will ensure that businesses address adverse impacts of their actions, including in their value chains inside and outside Europe.
The limitation on liability also does not apply if the responsible person fails or refuses to provide all reasonable cooperation and assistance as requested in connection with response activities where the vessel is subject to OPA. 57 Table of Contents OPA and CERCLA each preserve the right to recover damages under existing law, including maritime tort law.
The limitation on liability also does not apply if the responsible person fails or refuses to provide all reasonable cooperation and assistance as requested in connection with response activities where the vessel is subject to OPA. OPA and CERCLA each preserve the right to recover damages under existing law, including maritime tort law.
The cap under the ETS is set by taking into account EU MRV system emissions data for the years 2018 and 2019, adjusted, from year 2021 and is to capture 100% of the emissions from intra-EU maritime voyages; 100% of emissions from ships at berth in EU ports and 50% of emissions from voyages which start or end at EU ports (but the other destination is outside the EU).
The cap under the ETS was set by taking into account EU MRV system emissions data for the years 2018 and 2019, adjusted, from year 2021 and captures 100% of the emissions from intra-EU maritime voyages; 100% of emissions from ships at berth in EU ports and 50% of emissions from voyages which start or end at EU ports (but the other destination is outside the EU).
The CAA requires states to adopt State Implementation Plans, or SIPs, some of which regulate emissions resulting from vessel loading and unloading operations, which may affect our vessels and other vessels we may acquire. The U.S.
The CAA requires states to adopt State Implementation Plans, or SIPs, some of which regulate emissions resulting from vessel loading and unloading operations, which may affect our vessels and other vessels we may acquire. 62 Table of Contents The U.S.
Amendments to SOLAS chapter II-2, intended to prevent the supply of oil fuel not complying with SOLAS flashpoint requirements, requiring that ships carrying oil fuel must, prior to bunkering, be provided with a declaration certifying that the oil fuel supplied is in conformity with SOLAS regulation II-2/4.2.1, will enter into effect January 1, 2026.
Amendments to SOLAS chapter II-2, intended to prevent the supply of oil fuel not complying with SOLAS flashpoint requirements, requiring that ships carrying oil fuel must, prior to bunkering, be provided with a declaration certifying that the oil fuel supplied is in conformity with SOLAS regulation II.-2/4.2.1, entered into effect on January 1, 2026.
Effective January 1, 2018, the IMDG Code includes (1) updates to the provisions for radioactive material, reflecting the latest provisions from the International Atomic Energy Agency, (2) new marking, packing, and classification requirements for dangerous goods, and (3) new mandatory training requirements.
The IMDG Code includes (1) updates to the provisions for radioactive material, reflecting the latest provisions from the International Atomic Energy Agency, (2) new marking, packing, and classification requirements for dangerous goods, and (3) new mandatory training requirements.
The CSRD will apply on a phased basis, starting from the financial year 2024 through 2028, to large EU and non-EU undertakings subject to certain financial and employee thresholds being met.
The CSRD will apply on a phased basis, starting from the financial year 2024 through 2028, to large EU and non-EU undertakings subject to certain financial and employee thresholds being met (as described below).
New systems, personnel, data management systems and reporting procedures will have to be put in place, at significant cost, to prepare for and manage the administrative aspect of CSRD compliance.
New systems, personnel, data management systems and reporting procedures will have to be put in place, which could be at a significant cost, to prepare for and manage the administrative aspect of CSRD compliance.
Responsible recycling and scrapping of ships is becoming an increasingly important issue for shipowners and charterers alike as the industry strives to replace old ships with cleaner, more energy efficient models. The recognition of the need to impose recycling obligations on the shipping industry is not new.
Responsible recycling and scrapping of ships are becoming increasingly important issues for shipowners and charterers alike as the industry strives to replace old ships with cleaner, more energy efficient models. The recognition of the need to impose recycling obligations on the shipping industry is not new.
Costs may be incurred in taking additional security measures in accordance with Best Management Practices to Deter Piracy and Enhance Security, notably those contained in the BMP5 industry standard. Surveys by Classification Societies The hull and machinery of every commercial vessel must be classed by a classification society authorized by its country of registry.
Costs may be incurred in taking additional security measures in accordance with Best Management Practices to Deter Piracy and Enhance Security, notably those contained in the BMP Maritime Security Guidelines. Surveys by Classification Societies The hull and machinery of every commercial vessel must be classed by a classification society authorized by its country of registry.
Pursuant to the BWM Convention amendments that entered into force in October 2019, BWMS installed on or after October 28, 2020, shall be approved in accordance with BWMS Code, while BWMS installed before October 23, 2020, must be approved taking into account guidelines developed by the IMO or the BWMS Code.
Pursuant to the BWM Convention, BWMS installed on or after October 28, 2020, shall be approved in accordance with BWMS Code, while BWMS installed before October 23, 2020, must be approved taking into account guidelines developed by the IMO or the BWMS Code.
Following the publication of the Omnibus package of proposals on February 26, 2025, which are designed to simplify EU regulations and cut red tape, the application of all reporting requirements in the CSRD for companies that are due to report in 2026 and 2027 is postponed by two years.
Following the publication of the Omnibus package of proposals on February 26, 2025, which are designed to simplify EU regulations and cut red tape, the application of all reporting requirements in the CSRD for companies that are due to report in 2026 and 2027 is postponed to 2028 (in respect of the 2027 financial year).
MEPC 76 also adopted amendments requiring ships of 5,000 gross tonnage and above to revise their SEEMP to include methodology for calculating the ship’s attained annual operation CII and the required annual operational CII on or before June 1, 2023.
The EEXI and CII certification requirements came into effect on January 1, 2023. MEPC 76 also adopted amendments requiring ships of 5,000 gross tonnage and above to revise their SEEMP to include methodology for calculating the ship’s attained annual operation CII and the required annual operational CII on or before June 1, 2023.
SRR requires that, from December 31, 2020, all existing ships sailing under the flag of EU member states and non-EU flagged ships calling at an EU port or anchorage must carry on board an Inventory of Hazardous Materials (IHM) with a certificate or statement of compliance, as appropriate.
The 2013 regulations are vital to responsible ship recycling in the EU. SRR requires that, from December 31, 2020, all existing ships sailing under the flag of EU member states and non-EU flagged ships calling at an EU port or anchorage must carry on board an Inventory of Hazardous Materials (IHM) with a certificate or statement of compliance, as appropriate.
Additionally, MEPC 75 adopted amendments to MARPOL Annex VI which brought forward the effective date of the EEDI’s “phase 3” requirements, from January 1, 2025 to April 1, 2022, for several ship types, including gas carriers, general cargo ships, and LNG carriers.
Additionally, MEPC 75 adopted amendments to MARPOL Annex VI which brought forward the effective date of the EEDI’s “phase 3” requirements to April 1, 2022, for several ship types, including gas carriers, general cargo ships, and LNG carriers, with the remaining vessels required to comply beginning on January 1, 2025.
Customers individually accounting for more than 10% of our revenues during the years ended December 31, 2024, 2023 and 2022 were: ​ ​ ​ ​ ​ ​ ​ ​ Customer 2024 2023 2022 ​ A 14% ​ — ​ 18 % B 13% ​ — ​ 14 % C — ​ — ​ 11 % Total 27% ​ — ​ 43 % ​ Seasonality Historically, oil trade and, therefore, charter rates increased in the winter months and eased in the summer months as demand for oil and oil products in the northern hemisphere rose in colder weather and fell in warmer weather.
Customers individually accounting for more than 10% of our revenues during the years ended December 31, 2025, 2024 and 2023 were: ​ ​ ​ ​ ​ ​ ​ Customer ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 A 12% ​ 14% ​ — B 10% ​ 13% ​ — Total 22% ​ 27% ​ — ​ 54 Table of Contents Seasonality Historically, oil trade and, therefore, charter rates increased in the winter months and eased in the summer months as demand for oil and oil products in the northern hemisphere rose in colder weather and fell in warmer weather.
Vessel Security Regulations Since the terrorist attacks of September 11, 2001, in the United States, there have been a variety of initiatives intended to enhance vessel security, such as the U.S. Maritime Transportation Security Act of 2002, or MTSA.
Vessel Security Regulations Since the terrorist attacks of September 11, 2001, in the United States, there have been a variety of initiatives intended to enhance vessel security, such as the U.S.
The EPA held a public hearing in January 2023, and in December 2023, the EPA announced a final rule to reduce methane and other air pollutants from the oil and natural gas industry, which rule was published in March 2024.
For example, the EPA held a public hearing in January 2023 on a proposal to achieve comprehensive emissions, and in December 2023, the EPA announced a final rule to reduce methane and other air pollutants from the oil and natural gas industry, which rule was published in March 2024.
To implement certain portions of the MTSA, the USCG issued regulations requiring the implementation of certain security requirements aboard vessels operating in waters subject to the jurisdiction of the United States and at certain ports and facilities, some of which are regulated by the EPA.
Maritime Transportation Security Act of 2002, or MTSA. 67 Table of Contents To implement certain portions of the MTSA, the USCG issued regulations requiring the implementation of certain security requirements aboard vessels operating in waters subject to the jurisdiction of the United States and at certain ports and facilities, some of which are regulated by the EPA.
This may include economic mechanisms to incentivize the transition to net-zero. In October 2016 at MEPC 70, the IMO adopted a mandatory data collection system (DCS) that requires ships above 5,000 gross tons to report consumption data for fuel oil, hours under way, and distance traveled.
In October 2016 at MEPC 70, the IMO adopted a mandatory data collection system (DCS) that requires ships above 5,000 gross tons to report consumption data for fuel oil, hours under way, and distance traveled.
In 2009, the IMO oversaw the creation of the Hong Kong Ship Recycling Convention (the “Hong Kong Convention”), which sets standards for ship recycling.
In 2009, the IMO adopted the Hong Kong Ship Recycling Convention (the “Hong Kong Convention”), which sets standards for ship recycling.
Oil Pollution Act of 1990, or OPA, established an extensive regulatory and liability regime for the protection and clean-up of the environment from oil spills.
Oil Pollution Act of 1990 and the Comprehensive Environmental Response, Compensation and Liability Act The U.S. Oil Pollution Act of 1990, or OPA, established an extensive regulatory and liability regime for the protection and clean-up of the environment from oil spills.
We believe that our vessels are in substantial compliance with and are certified to meet MLC 2006. 61 Table of Contents Greenhouse Gas Regulation Currently, the emissions of greenhouse gases from international shipping are not subject to the Kyoto Protocol to the United Nations Framework Convention on Climate Change (this task having been delegated to the IMO), which entered into force in 2005 and pursuant to which adopting countries have been required to implement national programs to reduce greenhouse gas emissions with targets extended through 2020.
Greenhouse Gas Regulation Currently, the emissions of greenhouse gases from international shipping are not subject to the Kyoto Protocol to the United Nations Framework Convention on Climate Change (this task having been delegated to the IMO), which entered into force in 2005 and pursuant to which adopting countries have been required to implement national programs to reduce greenhouse gas emissions with targets extended through 2020.
KMC provides our vessels with a wide range of shipping services, such as technical support, crew management, maintenance, and insurance consulting in exchange for a daily fee of $900 per vessel, which is reflected under management fees in the consolidated statement of profit or loss and other comprehensive income.
KMC provides our vessels with a wide range of shipping services, such as technical support, crew management, maintenance, and insurance consulting in exchange for a daily fee of $980 per vessel effective January 1, 2026 (up from $900 in previous years due to inflation), which is reflected under management fees in the consolidated statement of profit or loss and other comprehensive income.
The final rule became effective September 8, 2023 and operates to limit the Clean Water Act. 58 Table of Contents The EPA and the USCG have also enacted rules relating to ballast water discharge, compliance with which requires the installation of equipment on our vessels and other vessels we may acquire to treat ballast water before it is discharged or the implementation of other port facility disposal arrangements or procedures at potentially substantial costs, and/or otherwise restrict our vessels and other vessels we may acquire from entering U.S.
The EPA and the USCG have also enacted rules relating to ballast water discharge, compliance with which requires the installation of equipment on our vessels and other vessels we may acquire to treat ballast water before it is discharged or the implementation of other port facility disposal arrangements or procedures at potentially substantial costs, and/or otherwise restrict our vessels and other vessels we may acquire from entering U.S.
In January 2023, amendments to the ESP Code relating to thickness measurements at the first renewal survey of double hull oil tankers became effective. Additional amendments addressing survey requirements for bulk carriers and oil tankers entered into effect in July 2024. We may need to make certain financial expenditures to comply with these amendments.
In January 2023, amendments to the ESP Code relating to thickness measurements at the first renewal survey of double hull oil tankers became effective. Additional amendments addressing survey requirements for bulk carriers and oil tankers entered into effect in July 2024.
With regard to specified activities causing environmental damage, operators are strictly liable. The directive applies where damage has already occurred and where there is an imminent threat of damage. The directive requires preventative and remedial actions, and that operators report environmental damage or an imminent threat of such damage.
With regard to specified activities causing environmental damage, operators are strictly liable. The directive applies where damage has already occurred and where there is an imminent threat of damage.
Under Chapter IX of the SOLAS Convention, or the International Safety Management Code for the Safe Operation of Ships and for Pollution Prevention, or the ISM Code, our operations are also subject to environmental standards and requirements.
We believe that our vessels are in substantial compliance with SOLAS and LLMC standards. Under Chapter IX of the SOLAS Convention, or the International Safety Management Code for the Safe Operation of Ships and for Pollution Prevention, or the ISM Code, our operations are also subject to environmental standards and requirements.
As of January 1, 2013, MARPOL made mandatory certain measures relating to energy efficiency for ships. All ships are now required to develop and implement Ship Energy Efficiency Management Plans, or SEEMPS, and new ships must be designed in compliance with minimum energy efficiency levels per capacity mile as defined by the Energy Efficiency Design Index, or EEDI.
All ships are now required to develop and implement Ship Energy Efficiency Management Plans, or SEEMPS, and new ships must be designed in compliance with minimum energy efficiency levels per capacity mile as defined by the Energy Efficiency Design Index, or EEDI.
MEPC 77 adopted a non-binding resolution that urges EU member states and ship operators to voluntarily use distillate or other cleaner alternative fuels or methods of propulsion that are safe for ships and could contribute to the reduction of black carbon emissions from ships when operating in or near the Arctic. 53 Table of Contents MEPC 80 adopted the 2023 IMO Strategy on Reduction of GHG Emissions from Ships with enhanced targets to mitigate harmful emissions.
MEPC 77 adopted a non-binding resolution that urges EU member states and ship operators to voluntarily use distillate or other cleaner alternative fuels or methods of propulsion that are safe for ships and could contribute to the reduction of black carbon emissions from ships when operating in or near the Arctic.
Other than our vessels, we do not have any material property. See “Item 4.B. Business Overview — Our Current Fleet” and “Item 4.B. Business Overview — Environmental and Other Regulations.” For a description of our major encumbrances on our fleet please see “Item 5.B. Liquidity and Capital Resources.” ITEM 4A. UNRESOLVED STAFF COMMENTS Not applicable.
Business Overview — Environmental and Other Regulations.” For a description of our major encumbrances on our fleet please see “Item 5.B. Liquidity and Capital Resources.” ​ ITEM 4A. UNRESOLVED STAFF COMMENTS Not applicable.
In addition, ships are required to remove or apply a coating to anti-fouling systems with cybutryne, at the next scheduled renewal of the anti-fouling system after January 1, 2023. This does not apply to our fleet, as our vessels bear cybutryne-free products.
In addition, ships are required to remove or apply a coating to anti-fouling systems with cybutryne, at the next scheduled renewal of the anti-fouling system after January 1, 2023.
Compliance Enforcement Noncompliance with the ISM Code or other IMO regulations may subject the ship owner or bareboat charterer to increased liability, may lead to decreases in available insurance coverage for affected vessels, and may result in the denial of access to, or detention in, some ports.
This does not apply to our fleet, as our vessels bear cybutryne-free products. 60 Table of Contents Compliance Enforcement Noncompliance with the ISM Code or other IMO regulations may subject the ship owner or bareboat charterer to increased liability, may lead to decreases in available insurance coverage for affected vessels, and may result in the denial of access to, or detention in, some ports.
The rule includes “Emissions Guidelines” for states to follow as they develop plans to limit methane emissions from existing sources. 62 Table of Contents Any passage of climate control legislation or other regulatory initiatives by the IMO, the EU, the U.S., or other countries where we operate, or any treaty adopted at the international level to succeed the Kyoto Protocol or Paris Agreement, that restricts emissions of greenhouse gases could require us to make significant expenditures which we cannot predict with certainty at this time.
Any passage of climate control legislation or other regulatory initiatives by the IMO, the EU, the U.S., or other countries where we operate, or any treaty adopted at the international level to succeed the Kyoto Protocol or Paris Agreement, that restricts emissions of greenhouse gases could require us to make significant expenditures which we cannot predict with certainty at this time.
Additionally, at MEPC 80 in July 2023, the IMO adopted the 2023 IMO Strategy on Reduction of GHG Emissions from Ships, which identifies a number of levels of ambition, including (1) decreasing the carbon intensity from ships through implementation of further phases of energy efficiency for new ships; (2) reducing carbon dioxide emissions per transport work, as an average across international shipping, by at least 40% by 2030; and (3) pursuing net-zero GHG emissions by or around 2050.
In January 2025, President Trump signed an executive order to start the process of withdrawing the United States from the Paris Agreement, which withdrawal took effect on January 27, 2026. 66 Table of Contents Additionally, at MEPC 80 in July 2023, the IMO adopted the 2023 IMO Strategy on Reduction of GHG Emissions from Ships, which identified a number of levels of ambition, including (1) decreasing the carbon intensity from ships through implementation of further phases of energy efficiency for new ships; (2) reducing carbon dioxide emissions per transport work, as an average across international shipping, by at least 40% by 2030; and (3) pursuing net-zero GHG emissions by or around 2050.
The revised IMO GHG Strategy comprises a common ambition to ensure an uptake of alternative zero and near-zero GHG fuels by 2030 and to achieve net-zero emissions from international shipping by 2050.
MEPC 80 adopted the 2023 IMO Strategy on Reduction of GHG Emissions from Ships with enhanced targets to mitigate harmful emissions. The revised IMO GHG Strategy comprises a common ambition to ensure an uptake of alternative zero and near-zero GHG fuels by 2030 and to achieve net-zero emissions from international shipping by 2050.
Additionally, MEPC 76 adopted amendments to Annex VI, which impose new regulations to reduce greenhouse gas emissions from ships. The revised Annex VI entered into force in November 2022 and includes requirements to assess and measure the energy efficiency of all ships and set the required attainment values, with the goal of reducing the carbon intensity of international shipping.
The revised Annex VI entered into force in November 2022 and includes requirements to assess and measure the energy efficiency of all ships and set the required attainment values, with the goal of reducing the carbon intensity of international shipping.
Additionally ships subject to MLC 2006 must display a certificate confirming insurance or other financial security for liabilities for seafarer wages and repatriation and compensation for death and long-term disability.
Additionally ships subject to MLC 2006 must display a certificate confirming insurance or other financial security for liabilities for seafarer wages and repatriation and compensation for death and long-term disability. We believe that our vessels are in substantial compliance with and are certified to meet MLC 2006.
Additionally, amendments to Annex II, which strengthen discharge requirements for cargo residues and tank washings in specified sea areas (including North West European waters, Baltic Sea area, Western European waters, and Norwegian Sea), came into effect in January 2021.
The EPA promulgated equivalent (and in some senses stricter) emissions standards in late 2009. Additionally, amendments to Annex II, which strengthen discharge requirements for cargo residues and tank washings in specified sea areas (including Northwest European waters, Baltic Sea area, Western European waters, and Norwegian Sea), came into effect in January 2021.
On March 1, 2024, each of our vessel owning subsidiaries, entered into an ETS Services Agreement with KMC, which agreement is effective as of January 1, 2024, pursuant to which KMC obtains, transfers and surrenders emission allowances under the EU Emissions Trading Scheme that came into effect on January 1, 2024, and KMC provides the vessel with emission data in a timely manner to enable compliance with any emission scheme (s) applicable to the vessel.
We pay OET Chartering Inc. a daily management fee of $600 per vessel, but if the actual expenses of OET Chartering Inc. are higher, an additional amount will be paid. 53 Table of Contents On March 1, 2024, each of our vessel owning subsidiaries, entered into an ETS Services Agreement with KMC, which agreement is effective as of January 1, 2024, pursuant to which KMC obtains, transfers and surrenders emission allowances under the EU Emissions Trading Scheme that came into effect on January 1, 2024, and KMC provides the vessel with emission data in a timely manner to enable compliance with any emission scheme (s) applicable to the vessel.
In addition, a future serious marine incident that causes significant adverse environmental impact could result in additional legislation or regulation that could negatively affect our profitability. 51 Table of Contents International Maritime Organization The IMO, the United Nations agency for maritime safety and the prevention of pollution by vessels, has adopted the International Convention for the Prevention of Pollution from Ships, 1973, as modified by the Protocol of 1978 relating thereto, collectively referred to as MARPOL 73/78 and herein as MARPOL, the International Convention for the Safety of Life at Sea of 1974, or SOLAS Convention, the International Convention on Standards of Training, Certification and Watchkeeping for Seafarers, or STCW, and the International Convention on Load Lines of 1966, or LL Convention.
International Maritime Organization The IMO, the United Nations agency for maritime safety and the prevention of pollution by vessels, has adopted the International Convention for the Prevention of Pollution from Ships, 1973, as modified by the Protocol of 1978 relating thereto, collectively referred to as MARPOL 73/78 and herein as MARPOL, the International Convention for the Safety of Life at Sea of 1974, or SOLAS Convention, the International Convention on Standards of Training, Certification and Watchkeeping for Seafarers, or STCW, and the International Convention on Load Lines of 1966, or LL Convention.
In August 2023, the EPA and Department of the Army issued a final rule to amend the revised WOTUS definition to conform the definition of WOTUS to the U.S. Supreme Court’s interpretation of the Clean Water Act in its decision dated May 25, 2023.
Army Corps of Engineers are interpreting WOTUS consistent with the pre-2015 regulatory regime. In August 2023, the EPA and Department of the Army issued a final rule to amend the revised WOTUS definition to conform the definition of WOTUS to the U.S. Supreme Court’s interpretation of the CWA in its decision dated May 25, 2023.
If the latter contractual arrangement is entered into, this needs to be reflected in a certified mandate signed by both parties and presented to the administrator of the scheme.
If the latter contractual arrangement is entered into, this needs to be reflected in a certified mandate signed by both parties and presented to the administrator of the scheme. The first compliance deadline was September 30, 2025 and, going forward, compliance is required on September 30 of each year.
Currently, the IMO has designated four ECAs, including specified portions of the Baltic Sea area, North Sea area, North American area, and United States Caribbean Sea area. Recently at the MEPC78, the IMO approved a proposal for a new ECA for the Mediterranean Sea as a whole.
Currently, the IMO has designated five ECAs, including specified portions of the Baltic Sea area, North Sea area, North American area, and United States Caribbean Sea area. At the MEPC 78, the IMO approved a proposal for a new ECA for the Mediterranean Sea as a whole. These amendments entered into force on May 1, 2025.
Flag states that have ratified SOLAS and STCW generally employ recognized organizations, which have incorporated SOLAS and STCW requirements into their class rules, to undertake surveys to confirm compliance, and to conduct ISM audits.
All seafarers are required to meet the STCW standards and be in possession of a valid STCW certificate. Flag states that have ratified SOLAS and STCW generally employ recognized organizations, which have incorporated SOLAS and STCW requirements into their class rules, to undertake surveys to confirm compliance, and to conduct ISM audits.
Falireos St., 185 47 N. Faliro, Greece. See Exhibit 8.1 to this Annual Report for a list of our significant subsidiaries. D. Property, Plants and Equipment We do not own any real estate property. We maintain our principal executive offices at c/o OET Chartering Inc., Ethnarchou Makariou Ave. & 2 D. Falireos St., 185 47 N. Faliro, Greece.
Organizational Structure We are a Marshall Islands corporation with principal executive offices located at c/o OET Chartering Inc., Ethnarchou Makariou Ave. & 2 D. Falireos St., 185 47 N. Faliro, Greece. See Exhibit 8.1 to this Annual Report for a list of our significant subsidiaries. We own 100% of each of our subsidiaries. D.
The rationale behind this is that only tanker vessels can carry crude oil from one continent to the other and across the oceans based on practical and economical terms.
The rationale behind this is that only tanker vessels can carry crude oil from one continent to the other and across the oceans based on practical and economical terms. The shipping of crude oil is the only transportation method that implies the lower cost per oil barrel compared to other methods, such as pipelines.
The IACS has adopted harmonized Common Structural Rules, or the Rules, which apply to oil tankers and bulk carriers constructed on or after July 1, 2015. The Rules attempt to create a level of consistency between IACS Societies.
The IACS has adopted harmonized Common Structural Rules, or the Rules, which apply to oil tankers and bulk carriers constructed on or after July 1, 2015. The Rules attempt to create a level of consistency between IACS Societies. Our vessels are certified as being “in class” by her Classification Society (i.e., American Bureau of Shipping).
From a risk management perspective, new systems, personnel, data management systems, costs recovery mechanisms, revised service agreement terms and emissions reporting procedures will have to be put in place, at significant cost, to prepare for and manage the administrative aspect of ETS compliance.
New systems, personnel, data management systems and reporting procedures will have to be put in place, which could be at a significant cost, to prepare for and manage the administrative aspect of CSDDD compliance.
Risk of Loss and Liability Insurance General The operation of any cargo vessel includes risks, such as mechanical failure, physical damage, collision, property loss, cargo loss or damage, and business interruption due to political circumstances in foreign countries, piracy incidents, hostilities, and labor strikes.
Any such inability to carry cargo or be employed, or any such violation of covenants, could have a material adverse impact on our financial condition and operating results. 68 Table of Contents Risk of Loss and Liability Insurance General The operation of any cargo vessel includes risks, such as mechanical failure, physical damage, collision, property loss, cargo loss or damage, and business interruption due to political circumstances in foreign countries, piracy incidents, hostilities, and labor strikes.
This certificate evidences compliance by a vessel’s management with the ISM Code requirements for a safety management system. No vessel can obtain a safety management certificate unless its manager has been awarded a document of compliance, issued by each flag state (or recognized organization on behalf of the flag administration), under the ISM Code.
No vessel can obtain a safety management certificate unless its manager has been awarded a document of compliance, issued by each flag state (or recognized organization on behalf of the flag administration), under the ISM Code. We have obtained applicable documents of compliance for our offices and safety management certificates for our vessels as required by the IMO.
Our competitive position is supported by our modern, eco-efficient fleet equipped with scrubbers, which enhances fuel cost efficiency and regulatory compliance. The basis for our statements regarding our competitive position is derived from publicly available industry data, market research, and internal assessments of our fleet performance compared to industry peers.
The basis for our statements regarding our competitive position is derived from publicly available industry data, market research, and internal assessments of our fleet performance compared to industry peers.
Regulation II-1/3-10 on goal-based ship construction standards for bulk carriers and oil tankers, which entered into force on January 1, 2012, requires that all oil tankers and bulk carriers of 150 meters in length and above, for which the building contract is placed on or after July 1, 2016, satisfy applicable structural requirements conforming to the functional requirements of the International Goal-based Ship Construction Standards for Bulk Carriers and Oil Tankers, or GBS Standards. 54 Table of Contents Amendments to the SOLAS Convention Chapter VII apply to vessels transporting dangerous goods and require those vessels be in compliance with the International Maritime Dangerous Goods Code, or IMDG Code.
Regulation II-1/3-10 on goal-based ship construction standards for bulk carriers and oil tankers requires that all oil tankers and bulk carriers of 150 meters in length and above, for which the building contract is placed on or after July 1, 2016, satisfy applicable structural requirements conforming to the functional requirements of the International Goal-based Ship Construction Standards for Bulk Carriers and Oil Tankers, or GBS Standards.
European Union Regulations In October 2009, the European Union amended a directive to impose criminal sanctions for illicit ship- source discharges of polluting substances, including minor discharges, if committed with intent, recklessly, or with serious negligence and the discharges individually or in the aggregate result in deterioration of the quality of water.
Our vessels are equipped with ballast water treatment systems, which are subject to functionality monitoring and treated ballast water sampling and analysis, in compliance with the requirements stipulated in EPA VGP 2013. 63 Table of Contents European Union Regulations In October 2009, the European Union amended a directive to impose criminal sanctions for illicit ship- source discharges of polluting substances, including minor discharges, if committed with intent, recklessly, or with serious negligence and the discharges individually or in the aggregate result in deterioration of the quality of water.
Amendments to the BWM Convention concerning commissioning testing of BWMS and the form of the International Ballast Water Management Certificate became effective in June 2022.
Amendments to the BWM Convention concerning commissioning testing of BWMS and the form of the International Ballast Water Management Certificate became effective in June 2022. All of our vessels have Ballast Water Treatment Systems that ensure compliance with the new environmental regulations.
The attained EEXI is required to be calculated for ships of 400 gross tonnage and above, in accordance with different values set for ship types and categories.
The attained EEXI is required to be calculated for ships of 400 gross tonnage and above, in accordance with different values set for ship types and categories. With respect to the CII, ships of 5,000 gross tonnage are required to document and verify their actual annual operational CII achieved against a determined required annual operational CII.
This might cause companies to create additional procedures for monitoring cybersecurity, which could require additional expenses and/or capital expenditures. The impact of such regulations is hard to predict at this time. Pollution Control and Liability Requirements The IMO has negotiated international conventions that impose liability for pollution in international waters and the territorial waters of the signatories to such conventions.
Additional requirements apply to U.S.-flagged vessels This might cause companies to create additional procedures for monitoring cybersecurity, which could require additional expenses and/or capital expenditures. The impact of such regulations is hard to predict at this time.
For most ships, compliance with the D-2 standard will involve installing on- board systems to treat ballast water and eliminate unwanted organisms.
The “D-2 standard” specifies the maximum amount of viable organisms allowed to be discharged, and compliance dates vary depending on the IOPP renewal dates. For most ships, compliance with the D-2 standard will involve installing on- board systems to treat ballast water and eliminate unwanted organisms.
The failure of a vessel owner or bareboat charterer to comply with the ISM Code may subject such party to increased liability, may decrease available insurance coverage for the affected vessels, and may result in a denial of access to, or detention in, certain ports.
The failure of a vessel owner or bareboat charterer to comply with the ISM Code may subject such party to increased liability, may decrease available insurance coverage for the affected vessels, and may result in a denial of access to, or detention in, certain ports. 58 Table of Contents The Military Sealift Command adopted amendments to modernize the Global Maritime Distress and Safety System (or GMDSS), which entered into force on January 1, 2024.

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Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeHowever, if market conditions were to worsen significantly, then our cash resources may decline to a level that may put at risk our ability to pay our lenders and other creditors. 74 Table of Contents Credit Facilities and Financing Obligations As of December 31, 2024 and December 31, 2023, we had $651.6 million and $698.5 million, respectively, of outstanding borrowings under our credit facilities and financing obligations described below as shown in the following table: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Amount ​ Amount ​ ​ ​ outstanding at ​ outstanding at ​ ​ ​ December 31, ​ December 31, ​ In thousands of U.S. dollars 2024 2023 $125.7 Million Secured Term Loan Facility - Nissos Donoussa ​ $ 55,134 ​ $ 116,670 (4) ​ $58.0 Million Secured Term Loan Facility – Nissos Anafi ​ $ — ​ $ 44,500 (1) ​ $113.0 Million Secured Term Loan Facility – Kimolos, Folegandros and Nissos Keros ​ $ 99,800 ​ $ 108,600 ​ $84.0 Million Secured Term Loan facility – Nissos Sikinos and Nissos Sifnos ​ $ 76,125 ​ ​ 82,425 ​ $56.0 Million Sale and Leaseback Agreement – Milos ​ $ — ​ $ 35,016 (2) ​ $34.7 Million Secured Term Loan Facility – Milos ​ $ 32,525 ​ $ — ​ $54.0 Million Sale and Leaseback Agreement – Poliegos ​ $ — ​ $ 32,255 (3) ​ $167.5 Million Sale and Leaseback Agreements – Nissos Rhenia and Nissos Despotiko ​ $ 104,259 ​ $ 111,108 ​ $194.0 Million Sale and Leaseback Agreements – Nissos Kea and Nissos Nikouria ​ $ 126,403 ​ $ 133,679 ​ $73.5 Million Sale and Leaseback Agreement — Nissos Anafi ​ $ 69,908 ​ $ — ​ $31.1 Million Secured Term Loan Facility – Poliegos ​ $ 29,555 ​ $ — ​ $60.0 Million Secured Term Loan Facility - Nissos Kythnos ​ $ 57,919 ​ $ — ​ $35.1 Million Unsecured Term Loan with Okeanis Marine Holdings S.A. ​ $ — ​ $ 34,233 ​ Total ​ $ 651,628 ​ $ 698,486 ​ (1) This secured term loan facility was repaid in February 2024, and a new sale leaseback transaction was entered into.
Biggest changeCredit Facilities and Financing Obligations As of December 31, 2025 and December 31, 2024, we had $609.8 million and $651.6 million, respectively, of outstanding borrowings under our credit facilities and financing obligations described below as shown in the following table: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Amount ​ Amount ​ ​ ​ outstanding at ​ outstanding at ​ ​ ​ December 31, ​ December 31, ​ In thousands of U.S. dollars ​ ​ ​ 2025 ​ ​ ​ 2024 $167.5 Million Sale and Leaseback Agreements – Nissos Rhenia and Nissos Despotiko ​ $ 96,987 ​ $ 104,259 ​ $125.7 Million Secured Term Loan Facility – Nissos Donoussa ​ $ 51,735 ​ $ 55,134 (1) ​ $113.0 Million Secured Term Loan Facility – Kimolos, Folegandros and Nissos Keros ​ $ 91,000 ​ $ 99,800 ​ $84.0 Million Secured Term Loan facility – Nissos Sikinos and Nissos Sifnos ​ $ 69,825 ​ ​ 76,125 ​ $34.7 Million Secured Term Loan Facility – Milos ​ $ 29,625 ​ $ 32,525 ​ $60.0 Million Secured Term Loan Facility – Nissos Kythnos ​ $ 53,756 ​ $ 57,919 ​ $31.1 Million Secured Term Loan Facility – Poliegos ​ $ 26,444 ​ $ 29,555 ​ $65.0 Million Secured Term Loan Facility – Nissos Kea ​ $ 63,200 ​ $ — ​ $130.0 Million Secured Term Loan Facility – Nissos Nikouria and Nissos Anafi ​ $ 127,200 ​ $ — ​ $45.0 Million Secured Term Loan Facility – Nissos Piperi (4) ​ $ — ​ $ — ​ $45.0 Million Secured Term Loan Facility – Nissos Serifopoula (4) ​ $ — ​ $ — ​ $194.0 Million Sale and Leaseback Agreements – Nissos Kea and Nissos Nikouria ​ $ — ​ $ 126,403 (2) ​ $73.5 Million Sale and Leaseback Agreement – Nissos Anafi ​ $ — ​ $ 69,908 (3) ​ Total ​ $ 609,772 ​ $ 651,628 ​ (1) This secured loan facility related to the Nissos Donoussa and the Nissos Kythnos .
Net Cash used in Financing Activities Net cash used in financing activities was $154.7 million for the year-ended December 31, 2024, deriving mainly from: (a) the prepayment of loans relating to the sponsor loan and to the financing of Milos , Poliegos , Nissos Kythnos and Nissos Anafi , amounting to $34.2 and to $167.0 million respectively, (b) dividends (which were classified for accounting purposes as a return of capital) of $106.6 million in the aggregate, (c) the payment of scheduled loan instalments of $44.9 million, (d) the payment of loan financing fees of $1.3 million counterbalanced by (a) the refinancing of loans relating to Milos , Poliegos , Nissos Kythnos and Nissos Anafi amounting to $199.3 million.
Net cash used in financing activities was $154.7 million for the year-ended December 31, 2024, deriving mainly from: (a) the prepayment of loans relating to the sponsor loan and to the financing of Milos , Poliegos , Nissos Kythnos and Nissos Anafi , amounting to $34.2 and to $167.0 million respectively, (b) dividends (which were classified for accounting purposes as a return of capital) of $106.6 million in the aggregate, (c) the payment of scheduled loan instalments of $44.9 million, (d) the payment of loan financing fees of $1.3 million counterbalanced by the refinancing of loans relating to Milos , Poliegos , Nissos Kythnos and Nissos Anafi amounting to $199.3 million.
Even after we no longer qualify as an emerging growth company, as long as we qualify as a foreign private issuer under the Exchange Act, we will not be subject to certain provisions of the Exchange Act that are applicable to U.S. domestic public companies, including: ● the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act; ● the sections of the Exchange Act requiring insiders to file public reports of their ownership of common shares and trading activities and liability for insiders who profit from trades made in a short period of time; and ● the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q containing unaudited financial and other specified information, or current reports on Form 8-K, upon the occurrence of specified significant events.
Even after we no longer qualify as an emerging growth company, as long as we qualify as a foreign private issuer under the Exchange Act, we will not be subject to certain provisions of the Exchange Act that are applicable to U.S. domestic public companies, including: ● the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act; ● the sections of the Exchange Act requiring significant shareholders to file public reports of their ownership of common shares and trading activities and regarding liability for insiders and significant shareholders who profit from trades made in a short period of time; and ● the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q containing unaudited financial and other specified information, or current reports on Form 8-K, upon the occurrence of specified significant events.
Further President Trump’s proposal to annex Gaza has raised fears that Yemen’s Houthi militant group could renew its threat against commercial ships crossing the Red Sea, after declaring in January 2025 that it would stop targeting most vessels following the Israel-Hamas ceasefire.
President Trump’s proposal to annex Gaza has raised fears that Yemen’s Houthi militant group could renew its threat against commercial ships crossing the Red Sea, after declaring in January 2025 that it would stop targeting most vessels following the Israel-Hamas ceasefire.
Our principal use of funds has been capital expenditures for the acquisition of our vessels and to maintain their quality, comply with international shipping standards and environmental laws and regulations, fund working capital requirements, service our debt, and distribute capital to our shareholders.
Our principal use of funds has been capital expenditures for the acquisition of our vessels and to maintain their quality, comply with international shipping standards and environmental laws and regulations, fund working capital requirements, service our debt, and distribute capital and dividends to our shareholders.
The principal factors that affect our profitability, cash flows and shareholders’ return on investment include: ● charter rates and periods of charter hire for our tanker vessels; ● utilization of our tanker vessels (earnings efficiency); ● levels of our tanker vessels’ operating expenses and drydocking costs; ● depreciation and amortization expenses; ● financing costs; and ● fluctuations in foreign exchange rates. 69 Table of Contents Implications of Being an Emerging Growth Company and a Foreign Private Issuer We continue to qualify as an “emerging growth company” as defined in the JOBS Act.
The principal factors that affect our profitability, cash flows and shareholders’ return on investment include: ● charter rates and periods of charter hire for our tanker vessels; ● utilization of our tanker vessels (earnings efficiency); ● levels of our tanker vessels’ operating expenses and drydocking costs; ● depreciation and amortization expenses; ● financing costs; and ● fluctuations in foreign exchange rates. 74 Table of Contents Implications of Being an Emerging Growth Company and a Foreign Private Issuer We continue to qualify as an “emerging growth company” as defined in the JOBS Act.
B. Liquidity and Capital Resources Since our formation, our principal sources of funds have been funds in the form of equity or working capital provided by operating cash flow and long-term borrowing.
Liquidity and Capital Resources Since our formation, our principal sources of funds have been funds in the form of equity or working capital provided by operating cash flow and long-term borrowing.
These include the following: Revenues Revenues include revenues from time charters and voyage charters. Revenues are affected by hire rates and the number of operating days. Revenues are also affected by the mix of business between vessels on time charter and vessels operating on voyage charter.
These include the following: Revenues Revenues include revenues from time charters and voyage charters. Revenues are affected by charter rates and the number of operating days. Revenues are also affected by the mix of business between vessels on time charter and vessels operating on voyage charter.
Daily Time Charter Equivalent (“TCE”) Rate . The Daily Time Charter Equivalent Rate (“Daily TCE Rate”) is a measure of the average daily revenue performance of a vessel. The Daily TCE Rate and time charter equivalent revenue are not measures of revenue under U.S.
The Daily Time Charter Equivalent Rate (“Daily TCE Rate”) is a measure of the average daily revenue performance of a vessel. The Daily TCE Rate and time charter equivalent revenue are not measures of revenue under U.S.
The charter hire is subject to an adjustment based on Term SOFR (previously LIBOR) and a CAS of 0.26161% per annum (for three-month periods) or 0.71513% per annum (for twelve-month periods), as applicable, relating to the transition from LIBOR. Each charter is guaranteed by us, and we have permitted a mortgage to be filed regarding the finance lease.
The charter hire is subject to an adjustment based on Term SOFR (previously LIBOR) and a CAS of 0.26161% per annum (for three-month periods) or 0.71513% per annum (for twelve-month periods), as applicable, relating to the transition from LIBOR. Each charter is guaranteed by Okeanis, and we have permitted a mortgage to be filed regarding the finance lease.
Each of the two tranches of the facility was repayable in 28 quarterly installments, the first 8 of which are $750,000 and the next 20 of which are $850,000, with a balloon payment of $39,835,000 due upon maturity. This facility is secured by, among other things, a first priority mortgage on the Nissos Donoussa and is guaranteed by us.
Each of the two tranches of the facility was repayable in 28 quarterly installments, the first 8 of which are $750,000 and the next 20 of which are $850,000, with a balloon payment of $39,835,000 due upon maturity. This facility is secured by, among other things, a first priority mortgage on the Nissos Donoussa and is guaranteed by Okeanis.
If our secured indebtedness is accelerated in full or in part, it would be very difficult in the current financing environment for us to refinance our debt or obtain additional financing and we could lose our vessels and other assets securing our financing agreements if our lenders foreclose their liens, which would adversely affect our ability to conduct our business.
If our secured indebtedness is accelerated in full or in part, it would be very difficult in the current financing environment for us to refinance our debt or obtain additional financing and we could lose our vessels and other assets securing our financing agreements if our financiers foreclose their liens, which would adversely affect our ability to conduct our business.
A number of our financing agreements limit our ability to declare, make or pay any dividends or other distributions (whether in cash or in kind) or repay or distribute any dividend or share premium reserve following the occurrence of an event of default under the relevant financing agreement or if such action would result in the occurrence of an event of default under the relevant financing agreement.
A number of our financing agreements limit our ability to declare, make or pay any dividends or other distributions (whether in cash or in kind) or repay or distribute any dividend or share premium reserve, in most instances following the occurrence of an event of default under the relevant financing agreement or if such action would result in the occurrence of an event of default under the relevant financing agreement.
We have policies to limit the amount of credit exposure to any particular financial institution. As of December 31, 2024 and 2023, we did not use any financial instruments other than those used to hedge against market and interest rate fluctuations. For further information please see “Item 11.
We have policies to limit the amount of credit exposure to any particular financial institution. As of December 31, 2025 and 2024, we did not use any financial instruments other than those used to hedge against market and interest rate fluctuations. For further information please see “Item 11.
Ocean Yield has registered mortgages on both vessels, with amounts not exceeding the lease outstanding amounts. Additionally, we have entered into assignment of insurances, assignment of management agreement, charter guarantee, pledge of account, pledge of shares of the bareboat charterer, a manager’s undertaking and a time charter general assignment.
Ocean Yield has registered mortgages on both vessels, with amounts not exceeding the lease outstanding amounts. Additionally, we have entered into an assignment of insurances, assignment of management agreement, charter guarantee, pledge of account, pledge of shares of each bareboat charterer, a manager’s undertaking and a time charter general assignment.
The facility will be repaid in quarterly instalments of approximately $1.041 million each, together with a balloon installment of approximately $35.024 million payable at maturity, is secured by, among other things, security (mortgage) over the Nissos Kythnos , and is guaranteed by us.
The facility will be repaid in quarterly instalments of approximately $1.041 million each, together with a balloon installment of approximately $35.024 million payable at maturity, is secured by, among other things, security (mortgage) over the Nissos Kythnos , and is guaranteed by Okeanis.
This facility is secured by, among other things, a first priority mortgage on each of Nissos Sikinos and Nissos Sifnos and is guaranteed by us. $34.7 Million Secured Term Loan Facility On January 31, 2024, we, through one of our vessel-owning subsidiaries, Omega One Marine Corp., entered into an $34.7 million senior secured term loan facility with Kexim Asia Limited and Kexim Bank (UK) Limited to refinance the then-existing indebtedness on our vessel Milos .
This facility is secured by, among other things, a first priority mortgage on each of Nissos Sikinos and Nissos Sifnos and is guaranteed by Okeanis. $34.7 Million Secured Term Loan Facility – Milos On January 31, 2024, we, through one of our vessel-owning subsidiaries, Omega One Marine Corp., entered into a $34.7 million senior secured term loan facility with Kexim Asia Limited and Kexim Bank (UK) Limited to refinance the then-existing indebtedness on our vessel Milos .
Each vessel’s residual value is equal to the product of its lightweight tonnage and its estimated scrap rate. The scrap price is estimated to be approximately $400 per ton of lightweight steel. The Company may revise the estimated residual values of the vessel in the future in response to changing market conditions.
Each vessel’s residual value is equal to the product of its lightweight tonnage and its estimated scrap rate. The scrap price is estimated to be approximately $400 per ton of lightweight steel. The Company may revise the estimated residual values of the vessel in the future from time to time in response to changing market conditions.
Moreover, in connection with any waivers of or amendments to our financing agreements that we have obtained, or may obtain in the future, our lenders may impose additional operating and financial restrictions on us or modify the terms of our existing financing agreements.
Moreover, in connection with any waivers of or amendments to our financing agreements that we have obtained, or may obtain in the future, our financiers may impose additional operating and financial restrictions on us or modify the terms of our existing financing agreements.
Our calculation of daily vessel operating expense, including technical management fees, may deviate from that reported by other companies. Performance Indicators The figures shown below are financial and non-financial statistical metrics used by management to measure performance of our vessels. For the “Fleet Data” figures, there are no comparable GAAP or IFRS measures.
Our calculation of daily vessel operating expense, including technical management fees, may deviate from that reported by other companies. 88 Table of Contents Performance Indicators The figures shown below are financial and non-financial statistical metrics used by management to measure performance of our vessels. For the “Fleet Data” figures, there are no comparable GAAP or IFRS measures.
For a description of all our material accounting policies, see Note 4, Summary of Material Accounting Policies, to our annual audited financial statements included in this Annual Report. 67 Table of Contents Important Financial and Operational Terms and Concepts We use a variety of financial and operational terms and concepts when analyzing our performance.
For a description of all our material accounting policies, see Note 4, Summary of Material Accounting Policies, to our annual audited consolidated financial statements included in this Annual Report. 72 Table of Contents Important Financial and Operational Terms and Concepts We use a variety of financial and operational terms and concepts when analyzing our performance.
The period a vessel is not being chartered or is unable to perform the services for which it is required under a charter. ​ 83 Table of Contents Fleet utilization. We calculate fleet utilization by dividing the number of operating days during a period by the number of calendar days during that period.
The period a vessel is not being chartered or is unable to perform the services for which it is required under a charter. Fleet utilization. We calculate fleet utilization by dividing the number of operating days during a period by the number of calendar days during that period.
These include the following: Calendar days . We define calendar days as the total number of days the vessels were in our possession for the relevant period. Calendar days are an indicator of the size of our fleet during the relevant period and affect the amount of expenses that we record during that period. Operating days.
We define calendar days as the total number of days the vessels were in our possession for the relevant period. Calendar days are an indicator of the size of our fleet during the relevant period and affect the amount of expenses that we record during that period. Operating days.
A number of our financing agreements require that we maintain a minimum fair value of the collateral for each credit facility, such that the aggregate fair value of the vessels collateralizing the credit facility is at least between 125% and 170% depending on the credit facility, of the aggregate principal amount outstanding under such credit facility, or, if we do not meet these thresholds to prepay a portion of the loan or provide additional security to eliminate the shortfall.
All of our facility agreements require that we maintain a minimum fair value of the collateral for each credit facility, such that the aggregate fair value of the vessels collateralizing the credit facility is at least between 120% and 170% depending on the credit facility, of the aggregate principal amount outstanding under such credit facility, or, if we do not meet these thresholds to prepay a portion of the loan or provide additional security to eliminate the shortfall.
The stability in management fees is attributed to the unchanged daily management fee and the number of vessels being the same in both 2024 and 2023.
The stability in management fees is attributed to the unchanged daily management fee and the number of vessels being the same in both 2025 and 2024.
General and Administrative Expenses General and administrative expenses mainly consist of employee costs, directors’ liability insurance, directors’ fees and expenses, executive compensation, professional fees and other expenses. 68 Table of Contents Management Fees Management fees concern services provided from the technical manager of our vessels, for a wide range of shipping services, among others, technical support, maintenance, acquisition of emission allowances, insurance consulting, for a daily fee of $900 per vessel.
General and Administrative Expenses General and administrative expenses mainly consist of employee costs, directors’ liability insurance, directors’ fees and expenses, executive compensation, professional fees and other expenses. 73 Table of Contents Management Fees Management fees concern services provided from the technical manager of our vessels, for a wide range of shipping services, among others, technical support, maintenance, acquisition of emission allowances, insurance consulting, for a daily fee of $900 per vessel during the periods presented.
Decisions about future purchases and sales of vessels are based on the availability of excess internal funds, the availability of financing and the financial and operational evaluation of such actions and depend on the overall state of the shipping market and the availability of relevant purchase candidates. ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2024 2023 2022 Fleet Data: ​ Calendar days 5,124 5,110 4,868 ​ Operating days 4,954 5,023 4,833 ​ Fleet utilization 97 % 98 % 99 % ​ The following is a reconciliation of revenue to time charter equivalent revenue and the calculation of Daily TCE rate for the periods presented: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2024 2023 2022 (Expressed in U.S.
Decisions about future purchases and sales of vessels are based on the availability of excess internal funds, the availability of financing and the financial and operational evaluation of such actions and depend on the overall state of the shipping market and the availability of relevant purchase candidates. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 Fleet Data: ​ ​ ​ ​ Calendar days 5,110 5,124 5,110 ​ Operating days 5,025 4,954 5,023 ​ Fleet utilization 98 % 97 % 98 % ​ 89 Table of Contents The following is a reconciliation of revenue to time charter equivalent revenue and the calculation of Daily TCE rate for the periods presented: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 (Expressed in U.S.
Furthermore, our financing agreements contain a cross-default provision that may be triggered by a default of one of our other financing agreements. A cross-default provision means that a default on one loan would result in a default on certain of our other loans.
Furthermore, our financing agreements contain a cross-default provision that may be triggered by a default of one of our other financing agreements. A cross-default provision means that a default on one financing agreement would result in a default on certain of our other financing agreements.
Working Capital Requirements and Sources of Capital Working capital, which is current assets, minus current liabilities, amounted to approximately $ 46.2 million as of December 31, 2024 and $32.3 million as of December 31, 2023. If we are unable to satisfy our liquidity requirements, we may not be able to continue as a going concern.
Working Capital Requirements and Sources of Capital Working capital, which is current assets, minus current liabilities, amounted to approximately $78.0 million as of December 31, 2025 and $46.2 million as of December 31, 2024. If we are unable to satisfy our liquidity requirements, we may not be able to continue as a going concern.
We believe Daily operating expenses, including management fees, provides additional meaningful information in conjunction with Vessel operating expenses, the most directly comparable GAAP and IFRS measure, because it provides meaningful information to our investors in evaluating our financial performance. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2024 2023 2022 (Expressed In U.S.
We believe Daily operating expenses, including management fees, provides additional meaningful information in conjunction with Vessel operating expenses, the most directly comparable GAAP and IFRS measure, because it provides meaningful information to our investors in evaluating our financial performance and improves comparability of our performance from period to period. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 (Expressed In U.S.
We may take advantage of these provisions until the end of the fiscal year following the fifth anniversary of the date we first sell our common equity securities pursuant to an effective registration statement under the Securities Act or such earlier time that we are no longer an emerging growth company.
We may take advantage of these provisions until the end of the fiscal year following the fifth anniversary of the date we first sold our common equity securities pursuant to an effective registration statement under the Securities Act (which we first did in November 2025) or such earlier time that we are no longer an emerging growth company.
This facility is secured by, among other things, a first priority mortgage on each of Kimolos, Folegandros and Nissos Keros and is guaranteed by us. $84.0 Million Secured Term Loan Facility On September 8, 2023, we, through two of our vessel-owning subsidiaries, Omega Six Marine Corp. and Omega Ten Marine Corp., entered into an $84.0 million senior secured credit facility with CACIB to refinance the then-existing indebtedness on our vessels, Nissos Sikinos and Nissos Sifnos .
This facility is secured by, among other things, a first priority mortgage on each of Kimolos, Folegandros and Nissos Keros and is guaranteed by Okeanis. $84.0 Million Secured Term Loan Facility – Nissos Sikinos and Nissos Sifnos On September 8, 2023, we, through two of our vessel-owning subsidiaries, Omega Six Marine Corp. and Omega Ten Marine Corp., entered into an $84.0 million senior secured credit facility with Crédit Agricole Corporate and Investment Bank (“CACIB”) to refinance the then-existing indebtedness on our vessels, Nissos Sikinos and Nissos Sifnos .
The decrease in other expenses, net was primarily due to (1) lower interest expense in 2024 due to a decrease in average indebtedness; in particular, interest expense and other finance cost was $57.1 million for the year ended December 31, 2024, compared to $61.2 million for the year ended December 31, 2023; (2) an increase of $1.8 million due to the gain arising from amendments of our existing loans to reduce the margin payable thereunder and the changes in the installment structure and maturity dates; offset by (1) realized/unrealized net loss from derivatives of $1.5 million for the year ended December 31, 2024 compared to $0.5 million net gain for the year ended December 31, 2023, by (2) interest income of $3.4 million for the year ended December 31, 2024 compared to $4.1 million for the year ended December 31, 2023; and by (3) foreign exchange loss of $0.7 million for the year ended December 31, 2024, compared to a foreign exchange gain of $0.7 million for the year ended December 31, 2023.
The decrease in other expenses, net was primarily due to (1) lower interest expense in 2025 due to a decrease in average indebtedness and a decrease in the margin payable under our loans; in particular, interest expense and other finance cost was $44.2 million for the year ended December 31, 2025, compared to $57.1 million for the year ended December 31, 2024; (2) foreign exchange gain of $0.9 million for the year ended December 31, 2025, compared to a foreign exchange loss of $0.7 million for the year ended December 31, 2024; (3) realized/unrealized gain from derivatives of $3.0 million for the year ended December 31, 2025 compared to $1.6 million loss for the year ended December 31, 2024; offset by (1) interest income of $2.2 million for the year ended December 31, 2025 compared to $3.4 million for the year ended December 31, 2024; (2) a loss of $1.4 million due to debt extinguishment in 2025; and by (3) a decrease of $1.8 million due to the gain arising from amendments of our loans to reduce the margin payable thereunder and the changes in the installment structure and maturity dates in 2024.
This loan was prepaid in September 2023. $125.7 Million Secured Term Loan Facility On May 23, 2022, we, through two of our vessel-owning subsidiaries, Anassa Navigation S.A. and Nellmare Marine Ltd., entered into an approximately $125.7 million secured term loan facility with the National Bank of Greece to refinance the then-existing indebtedness on our vessels, Nissos Kythnos and Nissos Donoussa , which agreement we amended on June 29, 2023 to amend the provisions in relation to the calculation of interest from LIBOR to Term SOFR, subject to the borrowers’ option to switch the interest rate to the cumulative compounded SOFR.
We declared the options to purchase the Nissos Rhenia on May 4, 2026 for $47.1 million and the Nissos Despotiko on June 10, 2026 for $47.1 million. $125.7 Million Secured Term Loan Facility – Nissos Donoussa On May 23, 2022, we, through two of our vessel-owning subsidiaries, Anassa Navigation S.A. and Nellmare Marine Ltd., entered into an approximately $125.7 million secured term loan facility with the National Bank of Greece to refinance the then-existing indebtedness on our vessels, Nissos Kythnos and Nissos Donoussa , which agreement we amended on June 29, 2023 to amend the provisions in relation to the calculation of interest from LIBOR to Term SOFR, subject to the borrowers’ option to switch the interest rate to the cumulative compounded SOFR.
Other income/(expenses) primarily consists of interest income/expense, other finance costs, realized/unrealized gain/loss from derivative instruments, gain from modification of loans, as well as various other expenses.
Other income/(expenses) primarily consists of interest income/expense, other finance costs, realized/unrealized gain/loss from derivative instruments, gain from modification of loans, loss on debt extinguishment, foreign exchange gain/ loss, as well as various other expenses.
Because of the presence of cross-default provisions in certain of our financing agreements, the refusal of any one lender under our financing agreements to grant or extend a waiver in connection with any potential default thereunder could result in certain of our indebtedness being accelerated, even if our other lenders under our financing agreements have waived covenant defaults under the respective agreements.
Because of the presence of cross-default provisions in certain of our financing agreements, the refusal of any one financier under our financing agreements to grant or extend a waiver in connection with any potential default thereunder could result in certain of our indebtedness being accelerated, even if our other financiers have waived covenant defaults under the respective agreements or we are otherwise in compliance with those agreements.
Vessel operating expenses ​ ​ ​ ​ ​ ​ ​ ​ (In millions of U.S. dollars) 2024 2023 Increase ​ Vessel operating expenses (42.4) ​ (41.7) ​ 2 % ​ Vessel operating expenses were $42.4 million for the year ended December 31, 2024, an increase of $0.7 million, from $41.7 million for the year ended December 31, 2023.
Vessel operating expenses ​ ​ ​ ​ ​ ​ ​ ​ (In millions of U.S. dollars) ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ Increase ​ Vessel operating expenses (45.2) ​ (42.4) ​ 7 % ​ Vessel operating expenses were $45.2 million for the year ended December 31, 2025, an increase of $2.8 million, from $42.4 million for the year ended December 31, 2024.
Depreciation and amortization ​ ​ ​ ​ ​ ​ ​ ​ (In millions of U.S. dollars) 2024 2023 Increase ​ Depreciation and amortization (41.1) ​ (40.4) ​ 2 % ​ Depreciation and amortization was $41.1 million for the year ended December 31, 2024, an increase of $0.7 million, from $40.4 million for the year ended December 31, 2023.
Depreciation and amortization ​ ​ ​ ​ ​ ​ ​ ​ (In millions of U.S. dollars) ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ Increase ​ Depreciation and amortization (41.4) ​ (41.1) ​ 1 % ​ Depreciation and amortization was $41.4 million for the year ended December 31, 2025, an increase of $0.3 million, from $41.1 million for the year ended December 31, 2024.
We believe that, at the current charter rates, we should have the ability to generate and obtain adequate amounts of cash to meet our current credit facility requirements for the next twelve months. Please see Note 12, Long-Term Borrowings, to our consolidated financial statements for additional information about our indebtedness.
We believe that, at the current charter rates, we should have the ability to generate and obtain adequate amounts of cash to meet our current financing arrangement requirements for the next twelve months. Please see Note 12, Long-Term Borrowings, to our annual audited consolidated financial statements included in this Annual Report for additional information about our indebtedness.
Loan Covenants Our credit facilities and financing obligations discussed above, have, among other things, the following financial covenants relating to the Company as guarantor, as amended or waived, the most stringent of which, as of the date of this Annual Report, require us to maintain: ● minimum corporate liquidity, being the higher of $10,000,000 and $750,000 per vessel, in the form of free and unencumbered cash and cash equivalents; ● a consolidated net worth of more than $100,000,000; ● a leverage ratio of total liabilities to the carrying value of total assets (adjusted for the vessel’s fair market value) of no more than 75%; and 80 Table of Contents ● the listed status of our common shares on an exchange operated by the Oslo Børs, the NYSE or on such other acceptable stock exchange.
Loan Covenants Our existing financing arrangements discussed above, have, among other things, the following covenants relating to Okeanis as guarantor, as amended or waived, the most stringent of which, as of the date of this Annual Report, require us to maintain: ● minimum corporate liquidity, being the higher of $10 million and $750,000 per vessel, in the form of free and unencumbered cash and cash equivalents; ● a consolidated net worth of more than $100 million; ● a leverage ratio of total liabilities to the carrying value of total assets (adjusted for the vessel’s fair market value) of no more than 75%; and ● the listed status of our common shares on both the Oslo Stock Exchange and the NYSE.
We also have the option to repurchase each or both vessels at the end of years 7, 10, 12 and 14, in varying amounts per ship from $49.8 million to $14.2 million.
We also have the option to repurchase each or both vessels at the end of years 7, 10, 12 and 14, in varying amounts per ship from $49.8 million to $14.2 million. The Nissos Rhenia was delivered in May 2019 and the Nissos Despotiko was delivered in June 2019.
We and the shipping industry uses fleet utilization to measure a company’s efficiency in finding suitable employment for its vessels and minimizing the number of days that its vessels are off-hire for reasons other than scheduled repairs or scheduled guarantee inspections in the case of new buildings, vessel upgrades, special or intermediate surveys and vessel positioning.
We and the shipping industry use fleet utilization to measure a company’s efficiency in minimizing the number of days that its vessels are off-hire for reasons other than scheduled repairs or scheduled guarantee inspections in the case of new buildings, vessel upgrades, special or intermediate surveys and vessel positioning. Daily Time Charter Equivalent (“TCE”) Rate .
As of December 31, 2023, our cash and cash equivalent balances amounted to $54.9 million, held in U.S. Dollar accounts, $4.9 million of which are classified as restricted cash.
As of December 31, 2025, our cash and cash equivalent balances amounted to $122.5 million, held in U.S. Dollar accounts, $5.9 million of which are classified as restricted cash. As of December 31, 2024, our cash and cash equivalent balances amounted to $54.3 million, primarily held in U.S. Dollar accounts, $4.9 million of which are classified as restricted cash.
The increase in depreciation and amortization was due to the higher amortization of the six new drydocks completed in 2024 amounting in total to $0.7 million. 71 Table of Contents General and administrative expenses ​ ​ ​ ​ ​ ​ ​ ​ (In millions of U.S. dollars) 2024 2023 Increase ​ General and administrative expenses (10.9) ​ (9.9) ​ 10 % ​ General and administrative expenses were $10.9 million for the year ended December 31, 2024, an increase of $1.0 million, from $9.9 million for the year ended December 31, 2023.
The increase in depreciation and amortization was due to the higher amortization of drydocks completed in 2024. 76 Table of Contents General and administrative expenses ​ ​ ​ ​ ​ ​ ​ ​ (In millions of U.S. dollars) ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ Increase ​ General and administrative expenses (11.6) ​ (10.9) ​ 6 % ​ General and administrative expenses were $11.6 million for the year ended December 31, 2025, an increase of $0.7 million, from $10.9 million for the year ended December 31, 2024.
The Nissos Rhenia was delivered in May 2019 and the Nissos Despotiko was delivered in June 2019. ​ 78 Table of Contents $194.0 Million Sale and Leaseback Agreements — Nissos Kea and Nissos Nikouria On March 21, 2022, we, through two of our subsidiaries, Ark Marine S.A. and Theta Navigation Ltd, entered into an approximate $145.5 million sale and leaseback agreements with CMB Financial Leasing Co., Ltd.
We repaid this facility in March and May 2024. 83 Table of Contents $194.0 Million Sale and Leaseback Agreements — Nissos Kea and Nissos Nikouria On March 21, 2022, we, through two of our subsidiaries, Ark Marine S.A. and Theta Navigation Ltd, entered into an approximate $145.5 million sale and leaseback agreements with CMB Financial Leasing Co., Ltd.
Net cash from operating activities consisted of profit after non-cash items of $201.8 million and $241.4 million for the year ended December 31, 2024 and 2023, respectively, plus an increase in working capital of $14.4 million during 2024 and a decrease of $7.7 million during 2023 minus interest paid of $53.4 million during 2024 and $59.7 million during 2023, respectively.
Net cash from operating activities consisted of profit after non-cash and other items of $203.5 million and $201.8 million for the year ended December 31, 2025 and 2024, respectively, plus a decrease in working capital of $50.0 million during 2025 and an increase of $14.5 million during 2024 minus interest paid of $42.2 million during 2025 and $53.4 million during 2024, respectively.
All of our vessels are pledged as collateral to the banks (or are directly owned by a leasing house), and therefore if we were to sell one or more of those vessels, the net proceeds of such sale would be used first to repay the outstanding debt to which the vessel is collateralized, and the remainder, if any, would be for our use, subject to the terms of our remaining outstanding loan and credit arrangements.
All of our vessels are pledged as collateral to the banks (or are directly owned by a leasing house), and therefore if we were to sell one or more of those vessels, the net proceeds of such sale would be used first to repay the outstanding debt to which the vessel is collateralized, and the remainder, if any, would be for our use, subject to the terms of our remaining outstanding financing arrangements. 78 Table of Contents We make capital expenditures from time to time in connection with our vessel acquisitions or vessel improvements.
Financial Statements — Note 4 — Summary of Material Accounting Policies.” In the case of tankers, drydocking costs may also be affected by new rules and regulations. For further information, please see “Item 4. B.
In the case of tankers, drydocking costs may also be affected by new rules and regulations. For further information, please see “Item 4. B.
For a description of our critical accounting judgements and key sources of estimation uncertainty, see Note 5, Critical Accounting Judgments and Key Sources of Estimation Uncertainty, to our consolidated financial statements. 85 Table of Contents
For a description of our critical accounting judgements and key sources of estimation uncertainty, see Note 5, Critical Accounting Judgments and Key Sources of Estimation Uncertainty, to our annual audited consolidated financial statements included in this Annual Report. ​ 90 Table of Contents
A violation of any of the covenants contained in our financing agreements described above may constitute an event of default under all of our financing agreements, which, unless cured within the grace period set forth under the financing agreement, if applicable, or waived or modified by our lenders, provides our lenders, by notice to the borrowers, with the right to, among other things, cancel the commitments immediately, declare that all or part of the loan, together with accrued interest, and all other amounts accrued or outstanding under the agreement, be immediately due and payable, enforce any or all security under the security documents, and/or exercise any or all of the rights, remedies, powers or discretions granted to the facility agent or finance parties under the finance documents or by any applicable law or regulation or otherwise as a consequence of such event of default.
Finally, our bareboat charters and the guarantees on our bareboat charters provide that we may not permit a new party or parties acting in concert to become owners of, or control, more than 50% of our shares and/or voting rights. 85 Table of Contents A violation of any of the covenants contained in our facility agreements described above may constitute (if not a mandatory prepayment event) an event of default under all of our facility agreements, which, unless cured within the grace period set forth under the relevant facility agreement, if applicable, or waived or modified by our lenders, provides our lenders, by notice to the borrowers, with the right to, among other things, cancel the commitments immediately, declare that all or part of the loan, together with accrued interest, and all other amounts accrued or outstanding under the agreement, be immediately due and payable, enforce any or all security under the security documents, and/or exercise any or all of the rights, remedies, powers or discretions granted to the facility agent or finance parties under the finance documents or by any applicable law or regulation or otherwise as a consequence of such event of default.
Corporate Governance.” Results of Operations Year ended December 31, 2024 compared with the year ended December 31, 2023 Revenue ​ ​ ​ ​ ​ ​ ​ ​ (In millions of U.S. dollars) 2024 2023 Decrease ​ Revenue 393.2 ​ 413.1 5 % ​ Revenue was $393.2 million for the year ended December 31, 2024, a decrease of $19.9 million, from $413.1 million for the year ended December 31, 2023.
Corporate Governance.” Results of Operations Year ended December 31, 2025 compared with the year ended December 31, 2024 Revenue ​ ​ ​ ​ ​ ​ ​ (In millions of U.S. dollars) ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ Increase/Decrease Revenue 391.5 ​ 393.2 — ​ 75 Table of Contents Revenue was $391.5 million for the year ended December 31, 2025, a decrease of $1.7 million, from $393.2 million for the year ended December 31, 2024.
Our credit facilities discussed above have, among other things, the following restrictive covenants which limit our ability to: ● incur additional indebtedness; ● sell the collateral vessel, if applicable; ● make additional investments or acquisitions; ● pay dividends at certain times; ● effect a change to the general nature of the business; or ● effect a change of control of us.
Our credit facilities discussed above have, among other things, the following restrictive covenants which limit our ability to: ● incur additional indebtedness; ● make additional investments or acquisitions primarily as a method of raising financial indebtedness or of financing the acquisition of an asset; ● pay dividends at certain times; ● effect a change to the general nature of our business; or ● effect a change of control of us.
Liquidity and Capital Resources — Credit Facilities and Financing Obligations” for further information about our loan arrangements and credit facilities. Our primary uses of funds have been vessel operating expenses, general and administrative expenses, expenditures incurred in connection with ensuring that our vessels comply with international and regulatory standards, financing expenses, installments under construction contracts and repayments of loans.
Our primary uses of funds have been vessel operating expenses, general and administrative expenses, expenditures incurred in connection with ensuring that our vessels comply with international and regulatory standards, financing expenses, installments under construction contracts and repayments of loans.
Quantitative and Qualitative Disclosures about Market Risk — Interest Rate Risk and — Market Risk.” C. Research and development, patents and licenses, etc. Not applicable. D. Trend Information Our results of operations depend primarily on the charter rates earned by our vessels. Over the course of 2024, the BDTI reached a high of 1552 and a low of 860.
Quantitative and Qualitative Disclosures about Market Risk — Interest Rate Risk and — Market Risk.” C. Research and development, patents and licenses, etc. Not applicable. 86 Table of Contents D. Trend Information Our results of operations depend primarily on the charter rates earned by our vessels.
Dollars) ​ ​ ​ Revenue ​ $ 393,229,831 ​ $ 413,096,606 ​ $ 270,972,421 Voyage expenses ​ $ (127,196,305) ​ $ (109,559,239) ​ $ (74,086,221) Commissions ​ $ (3,997,596) ​ $ (5,757,159) ​ $ (3,382,419) Time charter equivalent revenue ​ $ 262,035,930 ​ $ 297,780,208 ​ $ 193,503,781 Operating days ​ 4,954 ​ 5,023 ​ 4,833 Daily TCE Rate ​ $ 52,898 ​ $ 59,281 ​ $ 40,040 ​ The following table reconciles our vessel operating expenses to vessel operating expenses, including management fees (a non-GAAP and non-IFRS measure).
Dollars) ​ ​ ​ ​ ​ ​ Revenue ​ $ 391,548,819 ​ $ 393,229,831 ​ $ 413,096,606 Voyage expenses ​ $ (121,870,584) ​ $ (127,196,305) ​ $ (109,559,239) Commissions ​ $ (4,262,645) ​ $ (3,997,596) ​ $ (5,757,159) Time charter equivalent revenue ​ $ 265,415,590 ​ $ 262,035,930 ​ $ 297,780,208 Operating days ​ 5,025 ​ 4,954 ​ 5,023 Daily TCE Rate ​ $ 52,823 ​ $ 52,898 ​ $ 59,281 ​ The following table reconciles our vessel operating expenses to daily vessel operating expenses, including management fees (a non-GAAP and non-IFRS measure).
We repaid this facility in March and May 2024. $60.0 Million Secured Term Loan Facility On May 21, 2024, we, through Anassa Navigation S.A., entered into a new $60.0 million senior secured credit facility for the VLCC vessel Nissos Kythnos with Danish Ship Finance A/S to refinance the Company’s existing facility and for general corporate purposes.
This facility is secured by, among other things, a first priority mortgage on Milos and is guaranteed by Okeanis. $60.0 Million Secured Term Loan Facility – Nissos Kythnos On May 21, 2024, we, through one of our subsidiaries, Anassa Navigation S.A., entered into a new $60.0 million senior secured credit facility for the VLCC vessel Nissos Kythnos with Danish Ship Finance A/S to refinance the Company’s existing facility and for general corporate purposes.
Financial Statements.” 66 Table of Contents For a discussion of our results for the year ended December 31, 2023 compared to the year ended December 31, 2022, please see “Item 5.A. Operating Results — Results of Operations — Year ended December 31, 2023 compared with the year ended December 31, 2022” and “Item 5.B.
Financial Statements.” 71 Table of Contents For a discussion of our results for the year ended December 31, 2024 compared to the year ended December 31, 2023, and other information regarding the year ended December 31, 2023, please see “Item 5.A. Operating Results, ” “Item 5.A.
There is therefore expected to be an increased demand for qualified crew and this has and will continue to put inflationary pressure on crew costs.
Oil transportation is a specialized area and the number of vessels is increasing. There is therefore expected to be an increased demand for qualified crew and this has and will continue to put inflationary pressure on crew costs.
This loan was prepaid in June 2023. 79 Table of Contents $35.1 Million Unsecured Sponsor Loan On April 18, 2022, we (on behalf of two of our subsidiaries, Ark Marine S.A. and Theta Navigation Ltd), entered into an unsecured loan facility with Okeanis Marine Holdings S.A., an entity controlled by Mr.
Certain Refinanced Credit Facilities and Other Financing Arrangements $35.1 Million Unsecured Sponsor Loan On April 18, 2022, we (on behalf of two of our subsidiaries, Ark Marine S.A. and Theta Navigation Ltd), entered into an unsecured loan facility with Okeanis Marine Holdings S.A., an entity controlled by Mr.
Other income/(expenses) ​ ​ ​ ​ ​ ​ ​ ​ (In millions of U.S. dollars) 2024 2023 Decrease ​ Other income/(expenses) (54.1) ​ (55.9) ​ 3 % ​ Other expenses, net were $54.1 million for the year ended December 31, 2024, a decrease of $1.8 million, from $55.9 million for the year ended December 31, 2023.
Other income/(expenses) ​ ​ ​ ​ ​ ​ ​ ​ (In millions of U.S. dollars) ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ Decrease ​ Other income/(expenses) (39.6) ​ (54.1) ​ 27 % ​ Other expenses, net were $39.6 million for the year ended December 31, 2025, a decrease of $14.5 million, from $54.1 million for the year ended December 31, 2024.
However, in a shipping downturn, costs subject to inflation can usually be controlled because shipping companies typically monitor costs to preserve liquidity and encourage suppliers and service providers to lower rates and prices in the event of a downturn. Important Measures and Definitions for Analyzing Results of Operations We use a variety of financial and operational terms and concepts.
However, in a shipping downturn, costs subject to inflation can usually be controlled because shipping companies typically monitor costs to preserve liquidity and encourage suppliers and service providers to lower rates and prices in the event of a downturn.
Our medium- and long-term liquidity requirements relate to the operation and maintenance of our vessels, including covering costs of compliance with existing or future environmental or other regulations, which may be material.
Our medium- and long-term liquidity requirements relate to the operation and maintenance of our vessels, including covering costs of compliance with existing or future environmental or other regulations, which may be material. Sources of funding for these requirements include cash flows from operations or new debt financings if required.
We believe that our cash flows from operations, amounts available for borrowing under our financing agreements and our cash balance will be sufficient to meet our existing liquidity requirements for at least the next twelve months from December 31, 2024. Please see Note 12, Long-Term Borrowings, to our consolidated financial statements for additional information about our indebtedness.
We believe that our cash flows from operations, amounts available for borrowing under our financing agreements and our cash balance will be sufficient to meet our existing liquidity requirements for at least the next twelve months from December 31, 2025.
This loan was prepaid in February 2024. $113.0 Million Secured Term Loan Facility On June 27, 2023, we, through three of our vessel-owning subsidiaries, Omega Three Marine Corp., Omega Four Marine Corp. and Arethusa Shipping Corp., entered into a $113.0 million senior secured credit facility with ABN AMRO Bank N.V. to refinance then-existing indebtedness on our vessels, Kimolos , Folegandros and Nissos Keros .
The supplemental agreement provides for a reduction of the margin to 165 basis points over the applicable Term SOFR, through the duration of the facility. 81 Table of Contents $113.0 Million Secured Term Loan Facility – Kimolos, Folegandros and Nissos Keros On June 27, 2023, we, through three of our vessel-owning subsidiaries, Omega Three Marine Corp., Omega Four Marine Corp. and Arethusa Shipping Corp., entered into a $113.0 million senior secured credit facility with ABN AMRO Bank N.V. to refinance then-existing indebtedness on our vessels, Kimolos , Folegandros and Nissos Keros .
The Poliegos New Facility is secured by, among other things, security (mortgage) over the Poliegos , and is guaranteed by us. $167.5 Million Sale and Leaseback Agreements — Nissos Rhenia and Nissos Despotiko On February 10, 2018, we, through two of our subsidiaries, Omega Five Marine Corp. and Omega Seven Marine Corp., entered into approximate $150.52 million sale and leaseback agreements with Ocean Yield with respect to our vessels, Nissos Rhenia and Nissos Despotiko .
Existing Credit Facilities and Other Financing Arrangements $167.5 Million Sale and Leaseback Agreements — Nissos Rhenia and Nissos Despotiko On February 10, 2018, we, through two of our subsidiaries, Omega Five Marine Corp. and Omega Seven Marine Corp., entered into approximate $150.52 million sale and leaseback agreements with Ocean Yield with respect to our vessels, Nissos Rhenia and Nissos Despotiko .
As of the date of this Annual Report we have no contractual commitments for the acquisition of any vessel. Our cash flow projections indicate that cash on hand and cash to be provided by operating activities will be sufficient to cover the liquidity needs that become due in the twelve-month period ending one year after December 31, 2024.
Our cash flow projections indicate that cash on hand and cash to be provided by operating activities will be sufficient to cover the liquidity needs that become due in the twelve-month period ending one year after December 31, 2025.
Inflation Inflation has had an impact on our vessel operating expenses and corporate overheads. It is anticipated that insurance costs, which have risen over the last three years, may well continue to rise over the next few years. Oil transportation is a specialized area and the number of vessels is increasing.
Effective January 1, 2026, the daily fee increased to $980 per vessel. Inflation Inflation has had an impact on our vessel operating expenses and corporate overheads. It is anticipated that insurance costs, which have risen over the last three years, may well continue to rise over the next few years.
The increase was mainly due to inflation. Management fees ​ ​ ​ ​ ​ ​ ​ ​ (In millions of U.S. dollars) 2024 2023 Increase ​ Management fees (4.6) ​ (4.6) ​ — % ​ Management fees remained unchanged at $4.6 million for the year ended December 31, 2024 compared to $4.6 million for the year ended December 31, 2023.
Management fees – related party ​ ​ ​ ​ ​ ​ ​ ​ (In millions of U.S. dollars) ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ Increase/Decrease ​ Management fees – related party (4.6) ​ (4.6) ​ — % ​ Management fees remained unchanged at $4.6 million for the year ended December 31, 2025 and 2024.
Dollars) ​ ​ ​ Vessel operating expenses ​ $ 42,434,258 ​ $ 41,742,285 ​ $ 35,740,460 Management fees ​ $ 4,611,600 ​ $ 4,599,000 ​ $ 4,381,200 Vessel operating expenses, including management fees ​ $ 47,045,858 ​ $ 46,341,285 ​ $ 40,121,660 Calendar days ​ $ 5,124 ​ $ 5,110 ​ 4,868 Daily vessel operating expenses, including management fees ​ $ 9,181 ​ $ 9,069 ​ $ 8,242 ​ E.
Dollars) ​ ​ ​ ​ ​ ​ Vessel operating expenses ​ $ 45,240,447 ​ $ 42,434,258 ​ $ 41,742,285 Management fees ​ $ 4,599,000 ​ $ 4,611,600 ​ $ 4,599,000 Vessel operating expenses, including management fees ​ $ 49,839,447 ​ $ 47,045,858 ​ $ 46,341,285 Calendar days ​ $ 5,110 ​ $ 5,124 ​ $ 5,110 Daily vessel operating expenses, including management fees ​ $ 9,753 ​ $ 9,181 ​ $ 9,069 Daily vessel operating expenses, excluding management fees ​ $ 8,853 ​ $ 8,281 ​ $ 8,169 ​ E.
The Daily TCE Rate and time charter equivalent revenue are measures used to compare period-to-period changes in a company’s performance and, management believes that the Daily TCE Rate and time charter equivalent revenue provide meaningful information to our investors. 84 Table of Contents In evaluating our financial condition, we focus on the below measures to assess our historical operating performance and we use future estimates of the same measures to assess our future financial performance.
The Daily TCE Rate and time charter equivalent revenue are measures used to compare period-to-period changes in a company’s performance and, management believes that the Daily TCE Rate and time charter equivalent revenue provide meaningful information to our investors.
Inflation has had an impact on our vessel operating expenses and corporate overheads. It is anticipated that insurance costs, which have risen over the last three years, may well continue to rise over the next few years. Oil transportation is a specialized area and the number of vessels is increasing.
It is anticipated that insurance costs, which have risen over the last three years, may well continue to rise over the next few years. Oil transportation is a specialized area and the number of vessels is increasing. There will therefore be an increased demand for qualified crew and this has and will continue to put inflationary pressure on crew costs.
Drydocking costs can vary according to the age of the vessel, the location where the drydock takes place, shipyard availability, local availability of manpower and material, and the billing currency of the yard. Please see “Item 18.
Drydocking costs can vary according to the age of the vessel, the location where the drydock takes place, shipyard availability, local availability of manpower and material, and the billing currency of the yard. Please see Note 4, Summary of Material Accounting Policies, to our annual audited consolidated financial statements included in this Annual Report.
We believe that, at the current charter rates, we should have the ability to generate and obtain adequate amounts of cash to meet our current credit facility requirements for the next twelve months.
(4) These secured loan facilities were drawn in January 2026. 80 Table of Contents We believe that, at the current charter rates, we should have the ability to generate and obtain adequate amounts of cash to meet our current financing arrangement requirements for the next twelve months.
Each charter is guaranteed by us, and we have permitted a mortgage to be filed regarding the finance lease (if desired by the counterparty) as well as entered into an account charge, general assignment, pledge of shares of the bareboat charterer, a builder’s warranties assignment, and a manager’s undertaking. $73.5 Million Sale and Leaseback Agreement — Nissos Anafi On January 29, 2024, we, through one of our subsidiaries Moonsprite Shipping Corp., entered into an approximately $73.5 million sale and leaseback agreements with CMBFL, with respect to our vessel Nissos Anafi .
Each charter is guaranteed by Okeanis, and we have permitted a mortgage to be filed regarding the finance lease (if desired by the counterparty) as well as entered into an account charge, general assignment, pledge of shares of the bareboat charterer, a builder’s warranties assignment, and a manager’s undertaking.
Our ability to continue to meet our liquidity needs is subject to and will be affected by cash generated from operations, the economic or business environment in which we operate, shipping industry conditions, the financial condition of our customers, vendors and service providers, our ability to comply with the financial and other covenants of our indebtedness, and other factors.
Our ability to continue to meet our liquidity needs is subject to and will be affected by cash generated from operations, the economic or business environment in which we operate, shipping industry conditions, the financial condition of our customers, vendors and service providers, our ability to comply with the financial and other covenants of our indebtedness, and other factors. 77 Table of Contents In the future, we may require capital to fund acquisitions or to improve or support our ongoing operations and debt structure, particularly in light of economic conditions resulting from geopolitical conflict and wars, including the Russian/ Ukraine conflict and potential hostilities in the Middle East, and general conditions in the tanker market.
Net Cash used in/ provided by Investing Activities Net cash from investing activities was as follows: For the year-ended December 31, 2024, net cash used in investing activities was $7.9 million primarily due to increased payments for special survey and drydocking costs of $11.2 million plus a minor increase due to refinanced credit facilities counterbalanced by an increase in interest income received from time deposits of $3.3 million resulting from rising interest rates.
Net Cash used in Investing Activities Net cash from investing activities was as follows: For the year ended December 31, 2025, net cash used in investing activities was $42.4 million primarily due to increased payments for vessels and advances for the acquisition of vessels of $40.2 million, partially offset by lower payments for special survey and dry docking costs of $3.4 million counterbalanced by interest income received from time deposits of $2.2 million resulting from interest rates.
Voyage expenses ​ ​ ​ ​ ​ ​ ​ ​ (In millions of U.S. dollars) 2024 2023 Increase ​ Voyage expenses (127.2) ​ (109.6) 16 % ​ Voyage expenses were $127.2 million for the year ended December 31, 2024, an increase of $17.6 million, from $109.6 million for the year ended December 31, 2023.
Voyage expenses ​ ​ ​ ​ ​ ​ ​ ​ (In millions of U.S. dollars) ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ Decrease ​ Voyage expenses (121.9) ​ (127.2) 4 % ​ Voyage expenses were $121.9 million for the year ended December 31, 2025, a decrease of $5.3 million, from $127.2 million for the year ended December 31, 2024.
We consider highly liquid investments such as time deposits and certificates of deposit with an original maturity of around three months or less to be cash equivalents.
As of December 31, 2024, our cash balances amounted to $54.3 million, $4.9 million of which were classified as restricted cash. We consider highly liquid investments such as time deposits and certificates of deposit with an original maturity of around three months or less to be cash equivalents. Cash and cash equivalents are held in U.S. dollars and Euros.
In general, war and global conflicts can have direct and indirect impact on the trade of crude oil and refined petroleum products. The effect, if any, of any particular war or conflict is hard to predict in consequences, severity and length of time, but could have an impact on shipping and the tanker market.
The effect, if any, of any particular war or conflict is hard to predict in consequences, severity and length of time, but could have an impact on shipping and the tanker market. 87 Table of Contents Inflation has had an impact on our vessel operating expenses and corporate overheads.
Security Except as noted above, each secured credit facility is secured by, among other things: ● a first priority mortgage over the relevant collateralized vessels; ● a first priority assignment of earnings, and insurances from the mortgaged vessels for the specific facility; ● a pledge of the earnings account of the mortgaged vessels for the specific facility; ● a pledge of the equity interests of each vessel owning subsidiary under the specific facility; and ● a corporate guarantee by us.
Security Except as noted in this Annual Report, each secured credit facility is secured by, among other things: ● a first priority mortgage over the relevant collateralized vessels; ● a first priority assignment of earnings, and insurances from the mortgaged vessels for the specific facility; ● a pledge of the earnings account of the mortgaged vessels for the specific facility; and ● a corporate guarantee by Okeanis. 84 Table of Contents Separately, the vessels on bareboat charter to Ocean Yield also have mortgages placed on them, as the vessel owner separately borrowed money with respect thereto.

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Item 6. [Reserved]

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

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Biggest changeThe nominating/corporate governance committee (a) identifies individuals qualified to become board members consistent with board-approved criteria and the process for board selection of nominees for election by shareholders; (b) selects, or recommends that board select, director nominees for next annual meeting of shareholders; (c) develops and recommends to board a set of corporate governance guidelines; (d) oversees evaluation of board and management; and (e) annually performs an evaluation of the nominating/corporate governance committee. 89 Table of Contents Foreign Private Issuer Exemption In general, under the NYSE corporate governance standards, foreign private issuers, as defined under the Exchange Act, are permitted to follow home country corporate governance practices instead of the corporate governance practices of the NYSE.
Biggest changeThe nominating/corporate governance committee (a) identifies individuals qualified to become board members and selects or recommends to the board for selection candidates for directorships to be filled by the board or by shareholders; (b) makes recommendations to the board concerning committee appointments; (c) reviews and makes recommendations for executive management appointments; (d) develops, recommends to the board and annually reviews a set of corporate governance guidelines for the Company; (e) oversees the Company’s compliance with the Foreign Corrupt Practices Act; and (f) oversees and coordinates the annual evaluation of the board and its chairperson, the board committees and management.
Christopher Papaioannou has served as our Chief Commercial Officer since May 2023. He began his career in the chartering department of KMC. Prior to becoming CCO of the Company, he served as the Head of Chartering for OET Chartering Inc., a wholly owned subsidiary of Okeanis Eco Tankers Corp., since June 2018.
Christopher Papaioannou has served as our Chief Commercial Officer since May 2023. He began his career in the chartering department of KMC. Prior to becoming our CCO, he served as the Head of Chartering for OET Chartering Inc., a wholly owned subsidiary of Okeanis Eco Tankers Corp., since June 2018.
In addition, we adopted Corporate Governance Guidelines that set out guidelines regarding our board’s role, composition, director selection and compensation, among other things, and also set out the methods for communicating with the chairperson of any of the audit, nominating/corporate governance and remuneration committees or the non-management or independent directors of the Company as a group.
In addition, we adopted Corporate Governance Guidelines that set out guidelines regarding our board’s role, composition, director selection and compensation, among other things, and also set out the methods for communicating with the chairperson of any of the audit, nominating/corporate governance and remuneration committees or the non-management or independent directors of Okeanis as a group.
(1) Shares owned both directly and beneficially owned through Glafki Marine Corp. (2) Mr. Knapp owns his shares through a retirement account as well as Ironsides Energy LLC, an entity that he wholly owns. F. Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation. None. 90 Table of Contents
(1) Shares owned both directly and beneficially owned through Glafki Marine Corp. (2) Mr. Knapp owns his shares through a retirement account as well as Ironsides Energy LLC, an entity that he wholly owns. F. Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation. None. 95 Table of Contents
Information on or accessed through our website does not constitute a part of this Annual Report and is not incorporated by reference herein. Audit Committee Our audit committee consists of Charlotte Stratos (Chairperson) and Petros Siakotos Konstantinidis, each of whom is an independent director.
Information on or accessed through our website does not constitute a part of this Annual Report and is not incorporated by reference herein. Audit Committee Our audit committee consists of Charlotte Stratos (Chairperson), Petros Siakotos Konstantinidis and Frank Dunne, each of whom is an independent director.
Corporate Governance” and Exhibit 2.2 to this Annual Report. D. Employees As of December 31, 2024, we employed approximately 13 people in our offices in Greece, through our wholly owned subsidiary OET Chartering Inc., compared to 14 employees as of December 31, 2023 and 13 employees as of December 31, 2022.
Corporate Governance” and Exhibit 2.2 to this Annual Report. D. Employees As of December 31, 2025, we employed approximately 14 people in our offices in Greece, through our wholly owned subsidiary OET Chartering Inc., compared to 13 employees as of December 31, 2024 and 14 employees as of December 31, 2023.
Siakotos Konstantinidis are “independent directors” as defined in the NYSE listing standards and Rule 10A-3 of the Exchange Act. We currently intend to maintain a board of directors comprised of a majority of independent directors.
Nemser are “independent directors” as defined in the NYSE listing standards and Rule 10A-3 of the Exchange Act. We currently intend to maintain a board of directors comprised of a majority of independent directors.
Please see “Item 16G. Corporate Governance.” If at any time we cease to be a “foreign private issuer” under the rules of the NYSE and the Exchange Act, as applicable, our board of directors will be required to take all action necessary to comply with the NYSE corporate governance rules.
Corporate Governance.” If at any time we cease to be a “foreign private issuer” under the rules of the NYSE and the Exchange Act, as applicable, our board of directors will be required to take all action necessary to comply with the NYSE corporate governance rules.
She has served as a Senior Advisor to Morgan Stanley’s Investment Banking Division Global Transportation Group from 2008 to 2020. From 1987 to 2007, Ms. Stratos was Managing Director and head of Global Greek Shipping for Calyon Corporate and Investment Bank of the Credit Agricole Group. Ms.
Charlotte Stratos has been a director since our inception. She has served as a Senior Advisor to Morgan Stanley’s Investment Banking Division Global Transportation Group from 2008 to 2020. From 1987 to 2007, Ms. Stratos was Managing Director and head of Global Greek Shipping for Calyon Corporate and Investment Bank of the Credit Agricole Group. Ms.
The full text of our Clawback Policy is included as Exhibit 97.1 to this Annual Report. We do not have a retirement plan for our officers or directors. C. Board Practices Director Independence Our board of directors has determined that Mr. Knapp, Mr. Gold, Mr. Nemser, Ms. Stratos, Mr. Dunne and Mr.
The full text of our Clawback Policy is included as Exhibit 97.1 to this Annual Report. We do not have a retirement plan for our officers or directors. 93 Table of Contents C. Board Practices Director Independence Our board of directors has determined that Mr. Gold, Ms. Stratos, Mr. Dunne, Mr. Siakotos Konstantinidis, Mr. Knapp and Mr.
As a foreign private issuer, we are exempt from certain NYSE requirements that are applicable to U.S. domestic companies, including the requirement to maintain a board of directors comprised of a majority of independent directors. 88 Table of Contents Board Committees Our board of directors has an audit committee, a nominating/corporate governance committee and a remuneration committee.
As a foreign private issuer, we are exempt from certain NYSE requirements that are applicable to U.S. domestic companies, including the requirement to maintain a board of directors comprised of a majority of independent directors. See “Item 16G. Corporate Governance.” Board Committees Our board of directors has an audit committee, a nominating/corporate governance committee and a remuneration committee.
For the year ended December 31, 2024, the remuneration expense, in the aggregate, to our executive officers was $4.8 million that comprise salaries, bonuses, directors and officers’ liability insurance cover, telecommunications, travel and other expenses. Our executive officers are each paid a salary.
For the year ended December 31, 2025, the remuneration expense, in the aggregate, to our executive officers was $5.0 million (2024:$4.8 million and 2023:$3.6 million) that comprise salaries, bonuses, directors’ and officers’ liability insurance cover, telecommunications, travel and other expenses. Our executive officers are each paid a salary.
Faliro, Greece. ​ ​ ​ ​ ​ Name Age Position Aristidis Alafouzos ​ 38 ​ Chief Executive Officer Ioannis Alafouzos ​ 67 ​ Chairman and Director Iraklis Sbarounis ​ 39 ​ Chief Financial Officer Christopher Papaioannou ​ 37 ​ Chief Commercial Officer Robert Knapp ​ 58 ​ Director* Daniel Gold ​ 57 ​ Director* Joshua Nemser ​ 40 ​ Director* Charlotte Stratos ​ 70 ​ Director* Francis Dunne ​ 69 ​ Director* Petros Siakotos Konstantinidis ​ 60 ​ Director* * Independent Director Biographical information with respect to each of our directors and executives is set forth below.
Faliro, Greece. ​ ​ ​ ​ ​ Name ​ ​ ​ Age ​ ​ ​ Position Aristidis Alafouzos ​ 39 ​ Chief Executive Officer Ioannis Alafouzos ​ 68 ​ Chairman and Director Iraklis Sbarounis ​ 40 ​ Chief Financial Officer Christopher Papaioannou ​ 37 ​ Chief Commercial Officer Daniel Gold ​ 58 ​ Director* Charlotte Stratos ​ 71 ​ Director* Francis Dunne ​ 70 ​ Director* Petros Siakotos Konstantinidis ​ 61 ​ Director* Dimitrios Papalexopoulos ​ 43 ​ Director Robert Knapp ​ 59 ​ Director* Joshua Nemser ​ 41 ​ Director* * Independent Director Biographical information with respect to each of our directors and executives is set forth below.
Share Ownership As of March 28, 2025, the beneficial interests of our directors and officers in our common shares were as follows, based on 32,194,108 common shares outstanding (and not taking into account any shares held in treasury): ​ ​ ​ ​ ​ ​ ​ ​ Name Position Shares held Percentage Ioannis Alafouzos (1) Chairman and Director 11,456,223 35.6 % Daniel Gold Director — — ​ Joshua Nemser Director — — ​ Robert Knapp (2) Director 225,000 * % Francis Dunne Director — — ​ Charlotte Stratos Director — — ​ Petros Siakotos Konstantinidis Director — — ​ Aristidis Alafouzos Chief Executive Officer 79,800 * % Iraklis Sbarounis Chief Financial Officer 8,470 * % Christopher Papaioannou Chief Commercial Officer 11,200 * % * Denotes less than 1.0%.
Share Ownership As of March 18, 2026, the beneficial interests of our directors and officers in our common shares were as follows, based on 39,044,655 common shares outstanding (and not taking into account any shares held in treasury): ​ ​ ​ ​ ​ ​ ​ ​ Name ​ ​ ​ Position ​ ​ ​ Shares held ​ ​ ​ Percentage Ioannis Alafouzos (1) Chairman and Director 11,456,223 29.3 % Daniel Gold Director — — ​ Francis Dunne Director — — ​ Charlotte Stratos Director — — ​ Petros Siakotos Konstantinidis Director — — ​ Dimitrios Papalexopoulos ​ Director ​ — ​ — ​ Robert Knapp (2) ​ Director ​ 150,000 ​ * % Joshua Nemser ​ Director ​ — ​ — ​ Aristidis Alafouzos Chief Executive Officer 79,800 * % Iraklis Sbarounis Chief Financial Officer 8,470 * % Christopher Papaioannou Chief Commercial Officer 11,200 * % * Denotes less than 1.0%.
However, as a foreign private issuer we are permitted to follow home country practice, and as permitted under Marshall Islands law (which does not require a minimum of three directors), our audit committee currently consists of two members, both of whom are independent. See “Item 16G.
However, as a foreign private issuer we are permitted to follow home country practice, and as permitted under Marshall Islands law (which does not require a minimum of three directors), our audit committee is not required to consist of three members. See “Item 16G.
Nemser holds a J.D. from the New York University School of Law, where he graduated magna cum laude, and a B.S. in business administration from the University of Southern California. He is a licensed airline transport pilot with over 2,000 flight hours. Charlotte Stratos has been a director since our inception.
Nemser holds a J.D. from the New York University School of Law, where he graduated magna cum laude, and a B.S. in business administration from the University of Southern California. He is a licensed airline transport pilot with over 2,000 flight hours. Aristidis Alafouzos is the son of our Chairman, Ioannis Alafouzos.
Siakotos Konstantinidis is also a director in Inspiration Holdings Limited, a private investment company, and in Res Capital S.A., a private equity firm. Mr. Siakotos Konstantinidis has a BA from Yale University and an MBA from the Anderson School of Management at UCLA. Aristidis Alafouzos is the son of our Chairman, Ioannis Alafouzos.
Siakotos Konstantinidis is also a director in Inspiration Holdings Limited, a private investment company, and in Res Capital S.A., a private equity firm. Mr. Siakotos Konstantinidis has a BA from Yale University and an MBA from the Anderson School of Management at UCLA. Dimitrios Papalexopoulos has been a director since May 2025.
Knapp serves as a director for several investment companies, including Barings BDC, which is listed on the NYSE, DPA Aircraft Ltd, which is listed on the London Stock Exchange, and the African Opportunity Fund Ltd, Pacific Alliance Asian Opportunity Fund and Pacific Alliance Group Asset Management, which are investment vehicles. Mr.
Knapp serves as a director of several investment companies, including Barings BDC, which is listed on the NYSE, DP Aircraft Ltd, which is listed on the London Stock Exchange, the African Opportunity Fund Ltd, Pacific Alliance Asian Opportunity Fund, Pacific Alliance Capital Structure Opportunity Fund and Pacific Alliance Group Asset Management based in Hong Kong. Mr.
Prior to Moelis, he was an attorney in the Business Finance & Restructuring department of Weil, Gotshal & Manges. Prior to Weil, he served as a vice president and chief pilot of a federally certificated air carrier. Mr.
Nemser was an investment banking associate at Moelis & Company, where he advised on a range of mergers, acquisitions, recapitalizations, and restructurings. Prior to Moelis, he was an attorney in the Business Finance & Restructuring department of Weil, Gotshal & Manges. Prior to Weil, he served as a vice president and chief pilot of a federally certificated air carrier. Mr.
QVT, through its managed and affiliated multi-strategy funds, is an experienced global investor in multiple industries, including biotech, financial, and the shipping and offshore industries. Mr. Gold holds an A.B. in Physics from Harvard College. Mr.
QVT, through its managed and affiliated multi-strategy funds, is an experienced global investor in multiple industries, including biotech, financial, and the shipping and offshore industries. Mr. Gold holds an A.B. in Physics from Harvard College. Mr. Gold also currently serves on the board of public companies Roivant Sciences Ltd., and Awilco Drilling PLC, in addition to various private companies.
Knapp previously served as a director of MPC Container Ships AS when it was founded. He is a graduate of Princeton University and Oxford University. Daniel Gold has been a director since our inception. Mr. Gold is the founder and CEO of QVT Financial LP (“QVT”), an asset management company with offices in New York and New Delhi.
He holds a Bachelor’s degree in Economics from New York University. 91 Table of Contents Daniel Gold has been a director since our inception. Mr. Gold is the founder and CEO of QVT Financial LP (“QVT”), an asset management company with offices in New York and New Delhi.
Our directors have standard letters of appointment but do not receive any benefits upon termination of their directorships. For the year ended December 31, 2024, the compensation paid, in the aggregate, to our directors was $0.5 million. Each director is fully indemnified by us for actions associated with being a director to the extent permitted under Marshall Islands law.
In addition, each director is entitled to a reimbursement for traveling and other minor out-of-pocket expenses. Our directors have standard letters of appointment but do not receive any benefits upon termination of their directorships. For the year ended December 31, 2025, the compensation paid, in the aggregate, to our directors was $0.4 million (2024:$0.5 million and 2023:$0.5 million).
There are no arrangements or understandings with major shareholders, customers, suppliers or others, pursuant to which any person referred to above was selected as a director or member of senior management. 87 Table of Contents The Company is not aware of any agreements or arrangements between any director and any person or entity other than the Company relating to the compensation or other payments in connection with such director’s candidacy or service as a director of the Company.
The Company is not aware of any agreements or arrangements between any director and any person or entity other than the Company relating to the compensation or other payments in connection with such director’s candidacy or service as a director of Okeanis. B.
Prior to April 2024, he was a senior portfolio manager at VR Capital Group, where he oversaw the portfolio and members of the firm’s NA+ team. Before joining VR, Mr. Nemser was an investment banking associate at Moelis & Company, where he advised on a range of mergers, acquisitions, recapitalizations, and restructurings.
He is the founder and chief investment officer of Nine Left Capital LP, an asset management firm. Prior to April 2024, he was a senior portfolio manager at VR Capital Group, where he oversaw the portfolio and members of the firm’s NA+ team. Before joining VR, Mr.
B. Compensation Our directors, except our Chairman, who has waived such right, are each entitled to receive $75,000 in cash per year, from the respective start of their service on our Board of Directors. In addition, each director is entitled to a reimbursement for traveling and other minor out-of-pocket expenses.
Compensation Our directors, except our Chairman, who has waived such right, are each entitled to receive $45,000 in cash per year, from the respective start of their service on our Board of Directors. Directors who serve as committee chairs or members of a committee receive annual fees of $15,000 and $10,000 per committee, respectively.
Corporate Governance.” Remuneration Committee Our remuneration committee consists of Charlotte Stratos (Chairperson) and Robert Knapp, each of whom is an independent director. The remuneration committee determines, reviews and approves or recommends the approval of the salaries and other remuneration for our executive officers and reviews other matters relating to remuneration and other material employment issues relating to our executive officers.
The remuneration committee determines, reviews and approves or recommends the approval of the salaries and other remuneration for our executive officers and directors and reviews other matters relating to remuneration and other material employment issues relating to our executive officers and directors, including insurance matters and oversees the administration of the Company’s compensation plans. 94 Table of Contents Nominating/Corporate Governance Committee Our nominating/corporate governance committee consists of Petros Siakotos Konstantinidis (Chairperson), Charlotte Stratos and Frank Dunne.
Other than the aforementioned, there are no other family relationships between any of our directors or senior management.
Other than the aforementioned, there are no other family relationships between any of our directors or senior management. There are no arrangements or understandings with major shareholders, customers, suppliers or others, pursuant to which any person referred to above was selected as a director or member of senior management. See, however, the covenants of our loan arrangements.
Nominating/Corporate Governance Committee Our nominating/corporate governance committee consists of Petros Siakotos Konstantinidis (Chairperson) and Charlotte Stratos.
Corporate Governance.” Remuneration Committee Our remuneration committee consists of Charlotte Stratos (Chairperson), Robert Knapp and Frank Dunne, each of whom is an independent director.
He holds a Bachelor’s degree in Economics from New York University. 86 Table of Contents Robert Knapp has been a director since our inception. He is the CIO of Ironsides Partners, an investment manager based in Boston, which he founded in 2007. Ironsides is an asset value investor with an emphasis on market dislocations or disruptions. Mr.
He is the CIO of Ironsides Partners, an investment manager based in Boston, which he founded in 2007. Mr.
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Gold also currently serves on the board of public companies Roivant Sciences Ltd., Awilco Drilling PLC, and NAXS AB, in addition to various private companies. Joshua Nemser has been a director since our inception. He is the founder and chief investment officer of Nine Left Capital LP, an asset management firm.
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He is a business executive with experience in management, business development, operations and commercial marketing across media, publishing, technology and fast-moving consumer goods. He is currently and has been since 2022 the Managing Director of Kathimerines Ekdoseis, a media and publishing company, and publisher of prominent Greek newspaper Kathimerini. He was previously its Chief Business Officer from 2019 to 2021.
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Prior to joining Kathimerines Ekdoseis, Mr. Papalexopoulos held senior positions in business development, sales, and brand management in Google between 2011 and 2018 and in Procter & Gamble between 2007 and 2010.
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He holds a B.A. in International and European Economic Studies from the Athens University of Economics and Business, a B.Sc. in Business Administration from the American College of Greece, an M.Sc. in International Employment Relations and HR Management from the London School of Economics and Political Science (LSE), and an MBA from the Massachusetts Institute of Technology (MIT) under the Sloan Fellows Program.
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Mr. Papalexopoulos has been a member of the Governing Council of the Athens University of Economics and Business since 2023. Robert Knapp was initially a director since our inception, resigned in October 2025 and was reappointed to the Board of Directors in February 2026.
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Knapp previously served as a director of MPC Container Ships AS at the time of its founding. He is a graduate of Princeton University and Oxford University. 92 Table of Contents Joshua Nemser was initially a director since our inception, resigned in October 2025 and was reappointed to the board of directors in February 2026.
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Each director is fully indemnified by us for actions associated with being a director to the extent permitted under Marshall Islands law.
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Prior to June 2025, our directors, except our Chairman, who waived such right, received $75,000 in cash per year, but there were no fees paid to directors who served as committee chairs or members of a committee.
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Foreign Private Issuer Exemption In general, under the NYSE corporate governance standards, foreign private issuers, as defined under the Exchange Act, are permitted to follow home country corporate governance practices instead of the corporate governance practices of the NYSE. Please see “Item 16G.

Item 7. Management's Discussion & Analysis

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

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Biggest changeWhile we have 695,892 shares held in treasury, those shares are not deemed outstanding for purposes of these calculations. The number of common shares beneficially owned by each person is determined under SEC rules and the information is not necessarily indicative of beneficial ownership for any other purpose.
Biggest changeThe number of common shares beneficially owned by each person is determined under SEC rules and the information is not necessarily indicative of beneficial ownership for any other purpose. Under SEC rules, a person beneficially owns any shares as to which the person has or shares voting or investment power.
There were no amounts due to/from vessel owning companies privately owned by members of the Alafouzos family as of December 31, 2024 and as of December 31, 2023. Shared Services Agreement Please see “Item 4.B. Business Overview — Management of Our Fleet” for a description of the shared services agreement that we have entered into with KMC.
There were no amounts due to/from vessel owning companies privately owned by members of the Alafouzos family as of December 31, 2025 and as of December 31, 2024. Shared Services Agreement Please see “Item 4.B. Business Overview — Management of Our Fleet” for a description of the shared services agreement that we have entered into with KMC.
Under SEC rules, a person beneficially owns any shares as to which the person has or shares voting or investment power. In addition, under SEC rules, a person beneficially owns any common shares that the person or entity has the right to acquire within 60 days through the exercise of any right.
In addition, under SEC rules, a person beneficially owns any common shares that the person or entity has the right to acquire within 60 days through the exercise of any right.
All of the shareholders, including the shareholders listed in this table, are entitled to one vote per common share held. ​ ​ ​ ​ ​ ​ Name of Beneficial Owner Number of Shares held Shareholding Percentage Ioannis Alafouzos (1) 11,456,223 35.6 % Themistoklis Alafouzos (2) 6,646,063 20.6 % (1) Ioannis Alafouzos owns 437,286 common shares directly and 11,018,937 common shares beneficially through Glafki Marine Corp., a company of which he is the beneficial owner.
All of the shareholders, including the shareholders listed in this table, are entitled to one vote per common share held. ​ ​ ​ ​ ​ ​ Name of Beneficial Owner ​ ​ ​ Number of Shares held ​ ​ ​ Shareholding Percentage Ioannis Alafouzos (1) 11,456,223 29.3 % Themistoklis Alafouzos (2) 6,641,934 17.0 % (1) Ioannis Alafouzos owns 437,286 common shares directly and 11,018,937 common shares beneficially through Glafki Marine Corp., a company of which he is the beneficial owner.
Major Shareholders The table below sets forth the beneficial ownership of our common shares by each person we know to beneficially own more than 5% of our common stock based upon 32,194,108 common shares outstanding as of March 28, 2025, and the amounts and percentages as are contained in the public filings of such persons and based on knowledge of the Company.
Major Shareholders The table below sets forth the beneficial ownership of our common shares by each person we know to beneficially own more than 5% of our common stock based upon 39,044,655 common shares outstanding as of March 18, 2026, and the amounts and percentages as are contained in the public filings of such persons and based on knowledge of the Company.
We believe that the common shares that are held by Cede & Co. include common shares beneficially owned by both holders in the United States and non-U.S. beneficial owners. Our major shareholders have the same voting rights as our other shareholders.
We believe that the common shares that are held by Cede & Co. include common shares beneficially owned by both holders in and outside of the United States. Our major shareholders have the same voting rights as our other shareholders.
The daily management fee we pay to KMC for the technical management of our vessels in 2023, 2024 and currently is $900. 91 Table of Contents Amounts Paid to Vessel Owning Companies Privately Owned by Members of the Alafouzos Family For the sake of operational convenience, various expenses or other liabilities that are required to be paid by us, are from time to time instead paid by or on behalf of the vessel owning companies privately owned by the Alafouzos family, or by KMC, and recorded as unsecured amounts payable/receivables, with no fixed terms of payment.
The daily management fee we pay to KMC for the technical management of our vessels in 2024 and 2025 was $900 per vessel and increased to $980 per vessel effective January 1, 2026. 96 Table of Contents Amounts Paid to Vessel Owning Companies Privately Owned by Members of the Alafouzos Family For the sake of operational convenience, various expenses or other liabilities that are required to be paid by us, are from time to time instead paid by or on behalf of the vessel owning companies privately owned by the Alafouzos family, or by KMC, and recorded as unsecured amounts payable/receivables, with no fixed terms of payment.
(2) Themistoklis Alafouzos owns 6,646,063 common shares beneficially through Hospitality Assets Corp., a company of which he is the beneficial owner. As of December 31, 2024 and 2023, Ioannis Alafouzos beneficially owned 35.6% of our common shares. As of December 31, 2024 and 2023, Themistoklis Alafouzos beneficially owned 20.6% and 22.4% of our common shares, respectively.
(2) Themistoklis Alafouzos owns 6,641,934 common shares beneficially through Hospitality Assets Corp., a company of which he is the beneficial owner. As of December 31, 2025, 2024 and 2023, Ioannis Alafouzos beneficially owned 32.3%, 35.6% and 35.6% of our common shares, respectively.
Business Overview — Management of Our Fleet” for a description of the management of our vessels, or any vessels we may acquire, including of the amended technical management agreements with respect thereto.
Related Party Transactions Management Agreements Please see “Item 4.B. Business Overview — Management of Our Fleet” for a description of the management of our vessels, or any vessels we may acquire, including of the amended technical management agreements with respect thereto.
The lease expired on July 31, 2024 and on August 1, 2024 OET Chartering Inc. entered into an amendment to such lease to extend the term until July 31, 2028. C. Interests of Experts and Counsel Not applicable. 92 Table of Contents
The lease expired on July 31, 2024 and on August 1, 2024 OET Chartering Inc. entered into an amendment to such lease to extend the term until July 31, 2028.
In addition, these persons have the ability to exercise certain piggyback registration rights in connection with registered offerings requested by other shareholders or initiated by us. Employment of Relative of our Chairman Mr.
In addition, these persons have the ability to exercise certain piggyback registration rights in connection with registered offerings requested by other shareholders or initiated by us. Employment of Relative of our Chairman Mr. Ioannis Alafouzos has been a director and chairman of the board of directors of Okeanis since our inception and was our Chief Executive Officer until December 2022.
Lease of Office Space OET Chartering Inc. leases our office space in Piraeus from SINGLE MEMBER ANONYMOS TECHNIKI ETAIRIA ERGON, an entity owned by Themistoklis Alafouzos.
Mr. Aristidis Alafouzos, the son of Mr. Ioannis Alafouzos, was our Chief Operating Officer until December 2022 and thereafter became our Chief Executive Officer. Lease of Office Space OET Chartering Inc. leases our office space in Piraeus from SINGLE MEMBER ANONYMOS TECHNIKI ETAIRIA ERGON, an entity owned by Themistoklis Alafouzos.
As of March 28, 2025, we had one shareholder of record, Cede & Co., a nominee of The Depository Trust Company, which is located in the United States and held all 32,194,108 of our issued and outstanding common shares.
As of December 31, 2025, 2024 and 2023, Themistoklis Alafouzos beneficially owned 18.8%, 20.6% and 22.4% of our common shares, respectively. As of March 18, 2026 we had one shareholder of record, Cede & Co., a nominee of The Depository Trust Company, which is located in the United States and held all 39,044,655 of our issued and outstanding common shares.
We are not aware of any arrangements, the operation of which may at a subsequent date result in a change in control of the Company. B. Related Party Transactions Management Agreements Please see “Item 4.B.
We are not aware of any arrangements, the operation of which may at a subsequent date result in a change in control of Okeanis. In the normal course of business, there have been institutional investors that buy and sell our shares. It is possible that significant changes in the percentage ownership of these investors will occur. B.
Removed
In the beginning of 2022, Glafki Marine Corp. was owned by both of Ioannis Alafouzos and Themistoklis Alafouzos and together Mssrs. Alafouzos beneficially owned 56.7% of our then issued and outstanding common shares.
Added
While we have 695,892 shares held in treasury, those shares are not deemed outstanding for purposes of these calculations. The beneficial ownership of our shares below is based on each director’s, officer’s or shareholder’s respective filing(s) with the SEC (such as a Form 3 or Schedule 13G or any amendment thereto) unless we have been advised otherwise.
Removed
In July 2022, Glafki Marine Corp. sold 6,646,063 of our common shares to Hospitality Assets Corp., a company controlled by Themistoklis Alafouzos, by way of share exchange in conjunction with Ioannis Alafouzos’ purchase of Themistoklis Alafouzos’ minority shares in Glafki Marine Corp.
Added
The total expense recognized in the consolidated statements of profit and loss and other comprehensive income for the years ended December 31, 2025, 2024 and 2023 amounted to $28,908, $23,151 and $22,040, respectively. Set-Off and Cancellation of Intragroup Debt Okeanis and various of Okeanis’s subsidiaries had intercompany payables and receivables to each other and among one another.
Removed
Following this transaction, the two brothers separated their indirect interests and Ioannis Alafouzos became the sole shareholder of Glafki Marine Corp., and upon such separation, Ioannis Alafouzos beneficially owned 35.6% of our then issued and outstanding common shares and Themistoklis Alafouzos beneficially owned 22.4% of our then issued and outstanding common shares.
Added
All of those payables and receivables are eliminated upon consolidation of our accounts. Okeanis and its subsidiaries entered into an agreement, effective December 31, 2025, to set-off and eliminate all of these payables and receivables among one another. C. Interests of Experts and Counsel Not applicable. 97 Table of Contents
Removed
Ioannis Alafouzos has been a director and chairman of the board of directors of the Company since our inception and was our Chief Executive Officer until December 2022. Mr. Aristidis Alafouzos, the son of Mr. Ioannis Alafouzos, was our Chief Operating Officer until December 2022 and thereafter became our Chief Executive Officer. Sponsor Loan Please see “Item 5.B.
Removed
Liquidity and Capital Resources — Credit Facilities and Financing Obligations — $35.1 Million Unsecured Sponsor Loan” for a description of a related party loan that has since been repaid. The lender was an entity that was owned by our Chairman, Mr. Ioannis Alafouzos.

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