UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.20549
FORM
20-F
(Mark One)
☐
REGISTRATION STATEMENTPURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
☑
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended
December 31, 2025
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
☐
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of event requiring this shell company report:
Not applicable
For the transition period from ___________________________to ___________________________
Commission file number
001-32458
DIANA SHIPPING INC.
____________________________________________________________________________________________________________________________________________________________________________________________________________
(
Exact name of Registrant as specified in its charter)
Diana Shipping Inc.
____________________________________________________________________________________________________________________________________________________________________________________________________________
(Translation of Registrant’sname into English)
Republic of the Marshall Islands
____________________________________________________________________________________________________________________________________________________________________________________________________________
(Jurisdiction of incorporation or organization)
Pendelis 16
,
175 64 Palaio Faliro
,
Athens
,
Greece
____________________________________________________________________________________________________________________________________________________________________________________________________________
(Address of principal executive offices)
Ms Maria Dede
Pendelis 16
,
175 64 Palaio Faliro
,
Athens
,
Greece
Tel:+
30
-
210
-
9470-100
, Fax: +
30-210-9470-101
E-mail:
____________________________________________________________________________________________________________________________________________________________________________________________________________
(Name, Telephone, E-mail and/orFacsimile number and Address of Company Contact Person)
Securities registered or to beregistered pursuantto Section 12(b) of the Act.
Title of each class
Trading
Symbol(s)
Name of each exchange on which
registered
Common Stock, $0.01 par value including the Preferred Stock Purchase Rights
DSX
New York Stock Exchange
8.875% Series B Cumulative Redeemable Perpetual Preferred Shares, $0.01 par value
DSXPRB
New York Stock Exchange
Warrants to Purchase Common Stock, Expiring on or about December 14, 2026
DSX WS
New York Stock Exchange
Securities registered or to be registered pursuantto Section 12(g) of the Act.
None
____________________________________________________________________________________________________________________________________________________________________________________________________________
(Title of Class)
Securities for which there is a reporting obligation pursuant to Section15(d) of the Act.
None
____________________________________________________________________________________________________________________________________________________________________________________________________________
(Title of Class)
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stockas of the close of the period covered by
the annual report.
As of December 31, 2025, there were
115,787,434
shares of the registrant’scommon stock outstanding
Indicate by check mark if the registrant is a well-known seasoned issuer,as defined in Rule 405 of the Securities Act.
☐
Yes
☑
No
If this report is an annual or transition report, indicate by check mark if the registrantis not required to file reports pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934.
☐
Yes
☑
No
Note – Checking the box above will not relieve any registrantrequired to file reports pursuant to Section 13 or15(d) of the Securities
Exchange Act of 1934 from their obligations under those Sections.
Indicate by check mark whether the registrant (1) has filed all reports requiredto be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was requiredto file such reports), and (2) has
been subject to such filing requirements for the past 90 days.
☑
Yes
☐
No
Indicate by check mark whether the registrant has submitted electronicallyevery Interactive Data File required tobe submitted pursuant to
Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrantwas
required to submit such files).
☑
Yes
☐
No
Indicate by check mark whether the registrant is a large acceleratedfiler, an accelerated filer,a non-accelerated filer,or an emerging
growth company.See definition of “large accelerated filer”,“accelerated filer” and "emerging growth company" in Rule 12b-2 of the
Exchange Act.
Large accelerated filer
☐
Accelerated filer
☑
Non-accelerated filer
☐
Emerging growth company
☐
If an emerging growth company that prepares its financial statementsin accordance with U.S. GAAP,indicate by check mark if the
registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards†
provided pursuant to Section 13(a) of the Exchange Act. □
† The term “new or revised financial accounting standard” refersto any update issued by the Financial Accounting Standards
Board to its Accounting Standards Codification after April 5, 2012.
Indicate by check mark whether the registrant has filed a report on and attestationto its management’s assessment of the
effectiveness of its internal controlover financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the
registered public accounting firm that prepared or issued its audit report.
☑
If securities are registered pursuant to Section 12(b) of the Act, indicateby check mark whether the financial statements of the
registrant included in the filing reflect the correction of an error topreviously issued financial statements.
☐
Indicate by check mark whether any of those error corrections are restatementsthat required a recovery analysis of incentive-
based compensation received by any of the registrant’sexecutive officers during the relevant recoveryperiod pursuant to §240.10D-
1(b).
☐
Indicate by check mark which basis of accounting the registrant has used toprepare the financial statements included in this
filing:
U.S. GAAP
☑
International Financial Reporting Standards as issuedOther
☐
by the International Accounting Standards Board □
If “Other” has been checked in response to the previous question, indicate by check mark which financial statementitem the registrant has
elected to follow.
☐
Item 17
☐
Item 18
If this is an annual report, indicate by check mark whether the registrant is a shell company(as defined in Rule 12b-2 of the Exchange Act).
☐
Yes
☑
No
(APPLICABLE ONLY TOISSUERS INVOLVED IN BANKRUPTCYPROCEEDINGS DURING THE PAST FIVE YEARS)
Indicate by check mark whether the registrant has filed all documents and reports requiredto be filed by Sections 12, 13 or 15(d) of the
Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
☐
Yes
☐
No
5
FORWARD-LOOKING STATEMENTS
Mattersdiscussedinthisannualreportandthedocumentsincorporatedbyreferencemayconstitute
forward-lookingstatements.ThePrivateSecuritiesLitigationReformActof1995providessafeharbor
protectionsforforward-lookingstatementsinordertoencouragecompaniestoprovideprospective
information abouttheir business.Forward-looking statementsinclude, butare notlimited to,statements
concerning plans, objectives, goals,strategies, future events orperformance, underlying assumptionsand
other statements, which are other than statements of historical facts.
Diana ShippingInc., orthe Company, desiresto takeadvantage ofthe safeharbor provisionsof thePrivate
Securities Litigation Reform Act of1995 and is including thiscautionary statement in connection with this
safe harbor legislation.This document and any other written or oral statements made by the Company or
on its behalf may include forward-looking statements, which reflect its current views with respect to future
events and financial performance, andare not intended togive any assurance as tofuture results. When
used in this document, the words “believe”,“anticipate,” “intends,” “estimate,” “forecast,” “project,” “plan,”
“potential,”“will,”“may,”“should,”“expect,”“targets,”“likely,”“would,”“could,”“seeks,”“continue,”
“possible,”“might,”“pending,”andsimilarexpressions,termsorphrasesmayidentifyforward-looking
statements.
Please note in this annual report, “we”,“us”, “our” and “the Company” all refer to DianaShipping Inc. and
its subsidiaries, unless otherwise indicated.
The forward-looking statements inthis document are basedupon various assumptions,many of which are
based,inturn,uponfurtherassumptions,includingwithoutlimitation,management’sexaminationof
historicaloperatingtrends,datacontainedinitsrecordsandotherdataavailablefromthird
parties.Although theCompany believes thatthese assumptionswere reasonable whenmade, because
these assumptions are inherentlysubject to significant uncertainties andcontingencies which are difficult
or impossible to predict and are beyond its control, theCompany cannot assure you that it will achieve or
accomplish these expectations, beliefs or projections.
SuchstatementsreflecttheCompany’scurrentviewswithrespecttofutureeventsandaresubjectto
certain risks,uncertainties andassumptions. Shouldone ormore ofthese risksor uncertaintiesmaterialize,
or should underlying assumptions proveincorrect, actual results may varymaterially from those described
herein as anticipated, believed,estimated, expected orintended. The Companyis making investorsaware
that such forward-lookingstatements, because theyrelate to futureevents, are bytheir very naturesubject
to many important factors that could cause actual results to differ materially from thosecontemplated.
In additionto these importantfactors andmatters discussedelsewhere herein,including underthe heading
"Item3.KeyInformation—D.RiskFactors,"andinthedocumentsincorporatedbyreferenceherein,
important factors that, inits view, could cause actual resultsto differ materially fromthose discussed inthe
forward-looking statements include, but are not limited to:
●
the strength of world economies;
●
fluctuations in currencies,interest rates, and inflationary pressures;
●
general market conditions, including fluctuations in charter hire rates andvessel values;
●
changes in demand in the dry-bulk shipping industry;
●
changesinthesupplyofvessels,includingwhencausedbynewnewbuildingvesselordersor
changes to or terminations of existing orders, and vessel scrappinglevels;
6
●
changesintheCompany's operatingexpenses, includingbunkerprices, crewcosts,drydocking
and insurance costs;
●
the Company’s future operating or financial results;
●
availabilityoffinancingandrefinancingandchangestotheCompany’sfinancialconditionand
liquidity, including the Company’s abilityto pay amountsthat it owesand obtain additionalfinancing
to fund capital expenditures,acquisitions and othergeneral corporate activitiesand the Company’s
ability toobtain financingand complywith therestrictions andother covenants inthe Company’s
financing arrangements;
●
changes in governmental rules and regulations or actions taken byregulatory authorities;
●
potential liability from pending or future litigation;
●
compliance with governmental, tax, environmental and safety regulation, any non-compliance with
the U.S.Foreign Corrupt PracticesAct of1977 (FCPA)or otherapplicable regulations relatingto
bribery;
●
the failure of counter-parties to fully perform their contracts with the Company;
●
the Company’s dependence on key personnel;
●
adequacy of insurance coverage;
●
the volatility of the price of the Company’s common shares;
●
the Company’s incorporation under thelaws of the MarshallIslands and the different rightsto relief
that may be available compared to other countries, including the UnitedStates;
●
general domestic and international political conditions or labor disruptions;
●
the impact of port or canal congestion or disruptions;
●
global or regional pandemics and its impact in the dry-bulk shipping industry;
●
potential physicaldisruption ofshipping routesdue toaccidents, climate-relatedreasons (acuteand
chronic), political events, public health threats, internationalhostilities and instability, piracy or acts
by terrorists; and
●
otherimportant factorsdescribed fromtime totimein thereports filedby theCompany withthe
Securities andExchange Commission,or theSEC, includingthose factorsdiscussed in“Item 3.
KeyInformation-D.RiskFactors” inthisAnnual ReportonForm20-FandtheNewYorkStock
Exchange, or the NYSE.
This report maycontain assumptions,expectations, projections,intentions andbeliefs about futureevents.
These statements are intended as forward-looking statements.The Company may also from timeto time
make forward-looking statementsin otherdocuments andreports thatare filedwith orsubmitted tothe
Commission, inother information sentto theCompany’s securityholders, and inother writtenmaterials.
The Companyalso cautionsthat assumptions,expectations, projections,intentions andbeliefs aboutfuture
eventsmayandoftendovaryfromactualresultsandthedifferencescanbematerial.TheCompany
undertakes noobligation topublicly updateor reviseany forward-lookingstatement containedin thisreport,
whether as a result of new information, future events or otherwise, exceptas required by law.
7
PART I
Item 1.Identity of Directors, Senior Management and Advisers
Not Applicable.
Item 2.Offer Statistics and Expected Timetable
Not Applicable.
Item 3.Key Information
A.[Reserved]
B.Capitalization and Indebtedness
Not Applicable.
C.Reasons for the Offer and Use of Proceeds
Not Applicable.
D.Risk Factors
Summary of Risk Factors
The bullets below summarize the principal risk factors relatedto an investment in our Company.
Industry Specific Risk Factors
●
Charter hirerates fordry bulkvessels arevolatile andhave fluctuatedsignificantly inthe
pastyears,whichmayadverselyaffectourearnings,revenuesandprofitabilityandour
ability to comply with our loan covenants.
●
The currentstate ofthe globalfinancial marketsand economicconditions mayadversely
impactourabilitytoobtainadditionalfinancingonacceptabletermsandotherwise
negatively impact our business.
●
Our operating results may be affected by seasonal fluctuations.
●
Ouroperationsexposeustoglobalrisks,suchaspoliticalinstability,terroristorother
attacks,war,internationalhostilities,economic sanctionsorothertraderestrictions,and
publichealthconcerns,whichmayaffecttheseabornetransportationindustryand
adversely affect our business.
●
An increase in the price of fuel, or bunkers, may adversely affect ourprofits.
8
●
We aresubject tocomplex lawsand regulations, includingenvironmental regulations that
can adversely affect the cost, manner or feasibility of doing business.
●
If ourvessels callon portslocated incountries orterritories thatare thesubject ofsanctions
or embargoes imposedby the U.S.government, the UnitedKingdom, the European Union,
the United Nations, or other governmentalauthorities, or engage in othersuch transactions
or dealingsthat wouldbe violativeof applicablesanctions laws, itcould leadto monetary
fines or penalties andmay adversely affect our reputationand the market for oursecurities.
●
We conduct businessin China, wherethe legal systemhas inherent uncertaintiesthat could
limit the legal protections available to us.
Company Specific Risk Factors
●
We chartersome of ourvessels on short-term timecharters in avolatile shipping industry
and adecline incharter hirerates couldaffect ourresults ofoperations andour abilityto
pay dividends.
●
A cyber-attack could materially disrupt our business.
●
Ourearnings maybe adverselyaffected ifwe arenot ableto takeadvantage offavorable
charter rates.
●
Wecannotassureyouthatwewillbeabletoborrowamountsunderloanfacilitiesand
restrictive covenants in our loan facilities impose financial andother restrictions on us.
●
In the highly competitiveinternational shipping industry, wemay not be able tocompete for
charters withnew entrantsor establishedcompanies withgreater resources,and asa result,
we may be unable to employ our vessels profitably.
●
Technological innovation andquality andefficiency requirementsfrom ourcustomers could
reduce our charter hire income and affect the demand and the valueof our vessels.
●
Weare aholding company,and wedepend onthe abilityof oursubsidiaries todistribute
funds to us in order to satisfy our financial obligations.
●
Because we are organizedunder the lawsof the MarshallIslands, it may bedifficult to serve
us with legal process or enforce judgments against us, our directorsor our management.
Risks Relating to Our Common Stock
●
Wecannotassureyouthatourboardofdirectorswillcontinuetodeclaredividendson
shares of our common stock in the future.
●
The market pricesand trading volumeof our sharesof common stockmay experience rapid
and substantial pricevolatility, which couldcause purchasersof our commonstock to incur
substantial losses.
●
Since weare incorporatedintheMarshall Islands,whichdoes nothavea well-developed
bodyofcorporatelaw,youmayhavemoredifficultyprotectingyourintereststhan
shareholders of a U.S. corporation.
9
●
As a Marshall Islands corporation andwith some of our subsidiaries beingMarshall Islands
entities and also having subsidiaries in other offshore jurisdictions, our operations may be
subject to economic substance requirements, which could impactour business.
●
Certain existingshareholders willbe ableto exertconsiderable influenceover matterson
which our shareholders are entitled to vote.
●
Our Series B Preferred Shares are senior obligations of ours and rank prior to our common
shares with respect to dividends,distributions and payments uponliquidation, which could
have an adverse effect on the value of our common shares.
Risks Relating to Our Series B Preferred Stock
●
We may nothave sufficient cash fromour operations to enable usto pay dividends onour
Series B Preferred Shares following the payment of expenses and the establishment of any
reserves.
●
Our SeriesB PreferredShares aresubordinate toour indebtedness,and yourinterests could
bedilutedbytheissuanceofadditionalpreferredshares,includingadditionalSeriesB
Preferred Shares, and by other transactions.
●
WemayredeemtheSeriesBPreferredShares,andyoumaynotbeabletoreinvestthe
redemption price you receive in a similar security.
Risks Relating to Our Outstanding Warrants
●
The issuanceof ourcommon stockupon theexercise ofthe Warrantsmay depressour stock
price.
Someofthefollowingrisksrelateprincipallytotheindustryinwhichweoperateandourbusinessin
general. Otherrisks relateprincipally tothe securitiesmarket and ownershipof our securities,including our
commonstock, outstandingwarrants andourSeries BPreferred Shares.The occurrenceofany ofthe
events described in this sectioncould significantly and negatively affectour business, financial condition,
operatingresults,cashavailableforthepaymentofdividendsonoursharesandinterestonourloan
facilities and bond, or the trading price of our securities.
Industry Specific Risk Factors
Charterhireratesfordrybulkvesselsarevolatileandhavefluctuatedsignificantlyinthepast
years, whichmay adverselyaffect our earnings,revenues andprofitability andour abilityto comply
with our loan covenants.
Substantially all of our revenuesare derived from a singlemarket, the dry bulk segment,and therefore our
financial resultsare subjecttocyclicality ofthedry bulkshipping industryand anyattendant volatilityin
charter hirerates and profitability. Thedegree ofcharter hirerate volatilityamong different typesof drybulk
vessels hasvaried widely,and timecharter andspot marketrates fordry bulkvessels havein thepast
declined below theoperating costs ofvessels. When wecharter ourvessels pursuant toshort-term time
charters, weare exposedto changesin short-termcharter ratesfor drybulk carriersand suchchanges
may affect our earnings. Fluctuations in charter rates resultfrom changes in the supply of and demandfor
vesselcapacityandchangesinthesupplyofanddemandforthemajorcommoditiescarriedbywater
internationally.Becausethefactorsaffectingthesupplyofanddemandforvesselsareoutsideofour
control andare unpredictable,the nature,timing, directionand degreeof changesin industryconditions
are alsounpredictable. Wecannot assureyou thatwe willbe ableto successfullycharter ourvessels in
10
thefutureorrenewexistingchartersatratessufficienttoallowustomeetourobligationsorpayany
dividends in the future. A significant decreasein charter rates would adversely affect our profitability, cash
flowsand maycause vesselvalues todecline, and,asa result,we mayhavetorecord animpairment
charge in our consolidated financial statements which could adverselyaffect our financial results.
In2025,drybulkshippingshowedmixedperformanceacrossvesselsizes.Capesizesremainedthe
strongest, supportedby steady long-hauliron oreand bauxite tradesand expectationsfor new projectslike
Simandou. Panamaxand Supramaxmarkets softeneddue toincreased vesselsupply andweaker Chinese
demand, but Panamaxactivity was risenmid yeardriven by strongBrazilian soyabean andcorn exports
fromECSA,althoughoversupplyandsofterChinesebuyingstillpressuredrates.Ongoingconflicts,
geopoliticaltensions,U.S.–Chinatariffs,andshiftingtradepoliciesaddedfurtheruncertainty,making
scheduling and freight levelsless predictable. At thesame time, FuelEU Maritimeand the expanding EU
ETS added cost pressure as ships calling EU ports faced stricterfuel rules and rising obligations.
Factors that influence demand for dry bulk vessel capacity include:
●
supplyofanddemandforenergyresources,commodities,andsemi-finishedandfinished
consumer and industrial products;
●
changes in the exploration or production of energyresources, commodities, and semi-finished and
finished consumer and industrial products;
●
the location of regional and global exploration, production and manufacturingfacilities;
●
availability of credit to finance international trade;
●
thelocationofconsumingregionsforenergyresources,commodities,andsemi-finishedand
finished consumer and industrial products;
●
the globalization of production and manufacturing;
●
globalandregionaleconomicandpoliticalconditions,armedconflicts,suchasthosebetween
Russia and Ukraine and between the U.S.and its allies, and Iran, trade disruptionin the Red Sea
region and fluctuations in industrial and agricultural production;
●
disruptions and developments in international trade;
●
changes in seaborne and other transportation patterns,including the distance cargo is transported
byseaforreasonsincludingbutnotlimitedtoreductionsincanalcapacitiesandgeopolitical
conflicts and military responses;
●
international sanctions, embargoes, strikes, import and exportrestrictions, nationalizations, piracy,
and terrorist attacks;
●
legalandregulatorychangesincludingregulationsadoptedbysupranationalauthoritiesand/or
industry bodies, such as safety and environmental regulations andrequirements;
●
weather and acts of God and natural disasters;
●
environmental and other regulatory developments;
11
●
currency exchange rates, specifically versus USD; and
●
economic slowdowns caused by public health pandemics.
Demand forour drybulk oceangoingvessels isdependent uponeconomicgrowth inthe world’seconomies,
seasonal and regional changes indemand and changes to thecapacity of the global drybulk fleet and the
sources and supply for dry bulk cargo transported by sea. Continued adverse economic, politicalor social
conditionsorotherdevelopmentscouldnegativelyimpactcharterratesandthereforehaveamaterial
adverse effect on our business results, results of operations and ability to pay dividends.
Factors that influence the supply of dry bulk vessel capacity include:
●
the number of newbuilding orders and deliveries, including slippagein deliveries;
●
the number of shipyards and ability of shipyards to deliver vessels;
●
port or canal congestion;
●
potentialdisruption,includingsupplychaindisruptions,ofshippingroutesduetoaccidentsor
political events;
●
speed of vessel operation;
●
vessel casualties;
●
technological advances in vessel design and capacity;
●
the degree ofscrapping or recyclingof older vessels,depending, among otherthings, on scrapping
or recycling rates and international scrapping or recycling regulations;
●
the price of steel and vessel equipment;
●
product imbalances (affecting level of trading activity) and developments in internationaltrade;
●
the numberof vesselsthat areout ofservice, namely thosethat arelaid-up, drydocked, awaiting
repairs or otherwise not available for hire;
●
availability of financing for new vessels and shipping activity;
●
changes in international regulationsthat may effectivelycause reductions in thecarrying capacity
of vessels or early obsolescence of tonnage; and
●
changes in environmental and other regulations that may limit the useful lives and trading patterns
of vessels.
Inadditiontotheprevailingandanticipatedcharterrates,factorsthataffecttherateofnewbuilding,
scrapping and laying-up include newbuilding prices, secondhand vessel values in relation to scrap prices,
costs ofbunkers andother operatingcosts, costsassociated withclassification societysurveys, normal
maintenance and insurance coveragecosts, the efficiencyand age profile ofthe existing dry bulkfleet in
themarketandgovernmentandindustryregulationofmaritimetransportationpractices,particularly
environmentalprotectionlawsand regulations.These factorsinfluencing thesupplyofanddemandfor
12
shipping capacity are outside of ourcontrol, and we may not be ableto correctly assess the nature, timing
and degree of changes in industry conditions.
We anticipatethat the futuredemand for ourdrybulk vessels andthe charter ratesof the drybulkmarket
will be dependent upon economicrecovery and growth inthe United States, Europe, Japan,China, India
and the overall world economy,as well as seasonaland regional changes in demand and changes to the
capacityof theworld fleet.The capacityofthe worldfleet mayincrease andeconomic growthmaynot
continue. Adverseeconomic, political,social orother developmentscould alsohave amaterial adverse
effect on our business and results of operations.
The currentstate ofthe globalfinancial marketsand economicconditions mayadversely impact
our ability to obtain additional financing on acceptable terms and otherwise negatively impact our
business.
Globalfinancialmarketscanbevolatileandcontractioninavailablecreditmayoccuraseconomic
conditions change.In recentyears, operatingbusinesses inthe globaleconomy havefacedweakening
demand forgoods andservices, deterioratinginternationalliquidity conditions,and decliningmarkets which
leadtoageneraldeclineinthewillingnessofbanksandotherfinancialinstitutionstoextendcredit,
particularly inthe shipping industry. Asthe shipping industryis highly dependenton the availabilityof credit
to finance and expand operations, it may be negatively affected by suchchanges and volatility.
We face risks attendant to changes in economic environments, changes ininterest rates, and instability in
thebankingandsecuritiesmarketsaroundtheworld,amongotherfactorswhichmayhaveamaterial
adverse effect on our resultsof operations and financialcondition and may causethe price of ourcommon
shares to decline.
Global economic conditions may negatively impact the drybulk shippingindustry.
Economicgrowthisexpectedtoremainresilientin2026and2027,despitesignificantchallenges,as
inflation is expected to continue to ease further. However,major market disruptions and adverse changes
in marketconditions andregulatory climatein China,the UnitedStates, theEuropean Unionand worldwide
mayadverselyaffectourbusinessorimpairourabilitytoborrowamountsundercreditfacilities orany
future financial arrangements.
Chinese dry bulk imports have accountedfor the majority of global dry bulktransportation growth annually
over thelast decade.Accordingly,our financialcondition and resultsof operations,as wellas ourfuture
prospects,wouldlikelybehinderedbyaneconomicdownturninanyofthesecountriesorgeographic
regions. In recent yearsChina and India havebeen among theworld’s fastest growing economiesin terms
of grossdomestic product.Although Chinamet itsofficial growthtarget of5% in2025, thegrowth ofChina’s
economy has a2026 real growthtarget of 4.5%–5.0%,as there isa continued threatof a Chinesefinancial
crisisresultingfromdeterioratingrealestatepropertyvalues,excessivepersonalandcorporate
indebtedness and “trade wars.”An economic slowdown in China,the Asia-Pacific region, orin India may
adverselyaffectdemandforseabornetransportationofourproductsandourresultsofoperations.
Moreover,anydeteriorationintheeconomyoftheUnitedStatesortheEuropeanUnionmayfurther
adversely affect economic growth in Asia.
The dry bulkcarrier charter market remainssignificantly below itshigh in 2008,which may affect
our revenues, earnings and profitability, and our ability to comply with our loan covenants.
The abrupt anddramatic downturn in thedry bulk chartermarket until thebeginning of 2021,from which
wederivesubstantiallyallofourrevenues,severelyaffectedthedrybulkshippingindustryandour
business. TheBaltic DryIndex, orthe BDI,a dailyaverage ofcharter ratesfor keydry bulkroutes published
13
by the Baltic Exchange Limited, has long been viewed as the main benchmark to monitor the movements
of the dry bulk vessel charter market and the performance of the entire dry bulk shipping market. The BDI
declined94%in2008fromapeakof11,793inMay2008toalowof663inDecember 2008andhas
remained volatile since then,reaching a record low of290 in February 2016.In 2025, the BDI rangedfrom
a low of715 to ahigh of 2,845and closed at1,972 on March12, 2026. Therecan be noassurance that
thedrybulkchartermarketwillnotdeclinefurther.Thedeclineandvolatilityincharterratesisdueto
various factors, including theoversupply of vessels, easingof port congestion, slowerdemand growth and
economic andgeopolitical factors.The declineand volatilityin charterrates inthedry bulkmarket also
affects the value of our dry bulk vessels, which follows the trends of dry bulk charterrates.
Anydeclineinthedrybulkcarrierchartermarketmayhaveadditionaladverseconsequencesforour
industry,includinganabsenceoffinancingforvessels,noactivesecondhandmarketforthesaleof
vessels,charterersseekingtorenegotiatetheratesforexistingtimecharters,andwidespreadloan
covenant defaults in the dry bulk shippingindustry. Accordingly, the value of our common shares could be
substantially reduced or eliminated.
Worldwide inflationarypressures couldnegatively impactour resultsof operationsand cashflows.
Thepreviousyearworldwideeconomiesexperiencedinflationarypressures,withpriceincreasesseen
acrossmanysectorsglobally.Forexample,theU.S.consumerpriceindex,aninflationgaugethat
measures costsacross dozensof itemsrose 2.9%and 2.7%in December 2024and 2025,respectively,
compared to the prior year. It remains to be seen whetherinflationary pressures will increase againand to
what degree. In theevent that inflationbecomes a significantfactor in the globaleconomy generally andin
the shipping industry more specifically,inflationary pressures would result in increased operating, voyage
and administrativecosts. Furthermore, theeffects ofinflation onthe supplyand demandof theproducts
wetransportcouldalterdemandforourservices.Interventionsintheeconomybycentralbanksin
responsetoinflationarypressuresmayslowdowneconomicactivity,includingbyalteringconsumer
purchasing habitsand reducingdemand forthe commoditiesand productswe carry, and causea reduction
in trade. As a result,the volumes of goods wedeliver and/or charter ratesfor our vessels may beaffected.
Anyofthesefactorscouldhaveanadverse effectonourbusiness, financialcondition,cashflowsand
operating results.
Our operationsexpose usto globalrisks, suchas politicalinstability, terroristor otherattacks, war,
internationalhostilities,economicsanctionsorothertraderestrictions,andpublichealth
concerns,whichmayaffecttheseabornetransportationindustryandadverselyaffectour
business.
We are an internationalshipping company andprimarily conduct mostof our operationsoutside the United
States, and our business,results of operations, cashflows, financial conditionand ability to pay dividends,
ifany,maybeadverselyaffectedbychangingeconomic,politicalandgovernmentconditionsinthe
countries and regions where our vessels are employed or registered. Moreover, we operatein a sector of
the economy that islikely to be adverselyimpacted by the effectsof political conflicts,including the current
political instability in theMiddle East, Ukraine, theSouth China Sea regionand other geographic countries
and areas, geopoliticalevents, actsof terrorism,war or threatenedwar, and related internationalhostilities.
The responseof theUnited Statesand othersto terroristattacks, aswell asthe threatof futureterrorist
attacks aroundthe world,continues tocause uncertaintyin theworld’s financialmarkets andmay affect
our business,operating results,and financialcondition. Continuingconflicts andrecent developmentsin
Venezuela,UkraineandtheMiddleEast,alongwithincreasedtensionsbetweentheU.S.andChina,
Russia, Iranand certain terroristorganizations, as wellas thepresence of U.S.or otherarmed forces in
various other regions, may lead to additional acts of terrorism andarmed conflict around the world, which
maycontributetofurthereconomicinstabilityintheglobalfinancialmarkets.Asaresultoftheabove,
insurers have increased premiums and reducedor restricted coverage for losses causedby terrorist acts
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generally. These uncertainties couldalso adverselyaffect our abilityto obtain additionalfinancing onterms
acceptable to usor at all.Any of theseoccurrences could havea material adverseimpact on ouroperating
results,revenuesandcosts.Additionally,eventsinotherjurisdictionscouldimpactglobalmarkets,
includingforeignexchangeandsecuritiesmarkets;anyresultingchangesincurrencyexchangerates,
tariffs, treaties and other regulatory matters could in turn adversely impact our businessand operations.
In addition, the recent armed conflict between the U.S. andits allies and Iran has led to severe disruption
and an effectiveshutdown of theStrait of Hormuzand further disrupted traderoutes in theRed Sea and
theGulfofAden,which havebeenaffectedbyarmedattacksonshipstravelinginthoseregions.The
continued disruption ofsuch critical trade routescould have significantimpacts in the MiddleEast region
and on theglobal economy,which may adversely impactoil markets and thedemand for dry-bulk vessel
capacity and charter rates.Currently,the Company’s chartercontracts, or our operations,have not been
negativelyaffectedby theeventsoftheUkraine War,northeMiddleEast,buttraderouteshave been
disrupted. Itis possiblethat inthe futurethird partieswith whomtheCompany hasor willhave charter
contracts maybe impacted bysuch events.The Companycannot predict whateffect thehigher priceof
oil, refined petroleum productsor certain dry-bulkcommodities will have ondemand, and it is possiblethat
the conflicts in the Ukraine,the Middle East and elsewherecould adversely affect the Company’s financial
condition, results of operations, and future performance.
Currently, the world economy faces a number of challenges, including trade tensions between the
United States and China,stabilizing growth in China, continuing threatof terrorist attacks around
the world,continuing instability andconflicts and otherongoing occurrences inthe MiddleEast,
Ukraine, andin othergeographic areasand countries,along witheconomic sanctionsor othertrade
restrictions.
In thepast, politicalinstability hasalso resultedin attackson vessels,mining ofwaterways andother efforts
to disrupt international shipping,particularly in the ArabianGulf region, in the BlackSea in connection with
the conflictbetween Russia andUkraine,and inand aroundthe RedSea inconnection with theconflict
between Israel and Hamas.Acts of terrorismand piracy have alsoaffected vessels trading inregions such
astheSouthChinaSeaandtheGulfofAdenoffthecoastofSomalia,amongothers.Anyofthese
occurrences could havea materialadverse impact onour futureperformance, results ofoperation, cash
flows and financial position.
Beginning inFebruary of2022, theUnited States,the UnitedKingdom andthe EuropeanUnion, among
othercountries,announcedvariouseconomicsanctionsagainstRussiainconnectionwiththe
aforementioned conflictsin theUkraine region,which mayadversely impactour business.The ongoing
conflict could result in theimposition of further economicsanctions or new categoriesof export restrictions
against persons inor connectedto Russia.While ingeneral much uncertaintyremains regardingthe global
impact of the continuation of theconflict in Ukraine and anyother potential resolution thereof,it is possible
that such tensions could adverselyaffect the Company’s business, financialcondition, results of operation
and cash flows.
The United Stateshas issued severalExecutive Ordersthat prohibit certaintransactions related toRussia,
includingtheimportationofcertainenergyproductsofRussianFederationorigin(includingcrudeoil,
petroleum, petroleum fuels,oils, liquefied naturalgas and coal), andall new investmentsin Russia byU.S.
persons,amongotherprohibitionsandexportcontrols,andhasissuednumerousdeterminations
authorizing theimposition ofsanctions onpersons whooperate orhave operatedin theenergy,metals
and mining,and marine sectorsof theRussian Federation economy,among others.Designations under
these sanctionsprograms arecontinuing, includingin October2025 againstLukoil andRosneft, andcertain
of their subsidiaries. Increasedrestrictions on these sectors,or the expansion ofsanctions to new sectors,
may pose additional risks that could adversely affect our business and operations.
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Our business could be adversely impacted by trade tariffs,trade embargoes or other economic sanctions
that limit tradingactivities between the UnitedStates or other countriesand countries in theMiddle East,
Asia or elsewhere asa result ofterrorist attacks, hostilitiesor diplomatic orpolitical pressures, includingas
a result ofthe ongoing tensionsinvolving Russia, Iran,and China andthe current conflictsbetween Russia
and Ukraine and in the Middle East.
An increase intrade protectionism,the unravelling ofmultilateral tradeagreements anda decrease
in the levelof China’s exportof goods and importof raw materials couldhave a materialadverse
impactonourcharterers’businessand,inturn,couldcauseamaterialadverseimpactonour
results of operations, financial condition and cash flows.
Our operations exposeus to therisk that increasedtrade protectionismmay adversely affectour business.
Recently,government leadershave declaredthat theircountries mayturn totrade barriersto protector
revive their domestic industriesin the face offoreign imports, therebydepressing the demandfor shipping.
The U.S.government hasmade statementsand takenactions thatmay impactU.S. andinternational trade
policies, includingtariffs affectingcertain Chineseindustries. Additionally,there issignificant uncertainty
about the future relationship betweenthe United States andChina and other countries, suchas Canada,
Mexico,andtheEuropeanUnion,amongothers,withrespecttotradepolicies,treaties,government
regulations, andtariffs, some ofwhich remainsubject tolegal challenge.It is unknownwhether andto what
extent such tariffs willbe retained, expanded,or otherwise modifiedby the U.S.,or the effect thatany such
actionsoranyactions takenbyothercountries inresponsewill haveonusorourindustry.Ifany new
tariffs, legislation and/or regulations are implemented, or if existing trade agreements are renegotiated or,
in particular,if the U.S.government pursues additionalretaliatory trade actionsdue to theongoing U.S.-
China tradetension, suchchanges couldhave anadverse effecton ourbusiness, resultsof operations
and financial condition.
Forexample,beginninginApril2025,theOfficeoftheUnitedStatesTradeRepresentative(USTR)
implemented service fees on Chinese vessel operators and owners, as well as operators of Chinese-built
vessels, and forcertain car carriersand roll-on/roll-off vesselscalling at U.S.ports. Such servicefees were
initiallyimposedasscheduled beginningonOctober14,2025,butwere suspendedforoneyearasof
November10,2025asaresultofbroadertradenegotiationsbetweentheU.S.andChina.Chinahad
imposed retaliatory service fees onU.S. vessels, which were alsosuspended for a period ofone year on
the same date.It is unknownwhether and towhat extent theseport fees willbe reimposed followingthe
one-year suspension, or the effect that they might have on us or our industry generally.
Furthermore, the government of China hasimplemented economic policies aimed at increasing domestic
consumption of Chinese-made goods. This may have the effect of reducing the supply of goods available
for export and may,in turn, result in a decrease ofdemand for shipping. Many of the reforms, particularly
some limited price reforms that resultin the prices for certain commoditiesbeing principally determined by
market forces, are unprecedented or experimental and may be subjectto revision, change or abolition.
Restrictionsonimports, includingintheformoftariffs,couldhaveamajorimpactonglobaltradeand
demand for shipping. Specifically,increasing trade protectionism in the marketsthat our charterers serve
may causean increasein (i)the costof goodsexported fromexporting countries,(ii) thelength oftime
requiredtodelivergoodsfromexportingcountries,(iii)thecostsofsuchdeliveryand(iv)therisks
associated withexporting goods.These factorsmay resultin adecrease inthe quantityof goodsto be
shipped, shipping timeschedules, voyage costs andother associated costs.Protectionist developments,
or the perception they may occur, may have a material adverse effect on global economic conditions, and
maysignificantlyreduceglobaltrade,includingtradebetweentheUnitedStatesandChina.These
developmentswouldalsohaveanadverseimpactonourcharterers’business,operatingresultsand
financial condition which could,in turn, affectour charterers’ ability tomake timely charterhire payments
to usand impairour abilityto renewcharters andgrow ourbusiness. Anyof thesedevelopments could
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have a materialadverse effect onour business, resultsof operations andfinancial condition,as well asour
cash flows, including cash available for dividends to our stockholders.
Outbreaksofepidemicandpandemicdiseasesandgovernmentalresponsestheretocould
adversely affect our business.
Our operations are subject to risks related to pandemics, epidemics or other infectious disease outbreaks
and government responses thereto.
Theextenttowhichourbusiness,theglobaleconomyanddrybulktransportationindustrymaybe
negativelyaffectedbyfuturepandemics,epidemicsorotheroutbreaksofinfectiousdiseasesishighly
uncertain and willdepend on numerous evolvingfactors that wecannot predict, including, butnot limited
to (i) the duration andseverity of the infectiousdisease outbreak; (ii)the imposition of restrictivemeasures
to combat the outbreak and slow disease transmission; (iii) the introduction of financial support measures
to reduce the impactof the outbreak on theeconomy; (iv) volatility in thedemand for and priceof oil and
gas; (v) shortages or reductions in the supply ofessential goods, services or labor; (vi) the effect suchan
outbreak would have on theglobal business environment andthe demand for the goods wetransport; (vii)
governmentalresponses;and(viii)fluctuationsingeneraleconomicorfinancialconditionstiedtothe
outbreak, suchas asharp increaseininterest ratesor reductionin theavailability ofcredit. Wecannot
predicttheeffectthatanyfutureinfectiousdiseaseoutbreak,pandemicorepidemicmayhaveonour
business, results of operations and financial condition, which could bematerial and adverse.
Our operating results may be affected by seasonal fluctuations.
We operate our vessels in markets that havehistorically exhibited seasonal variations in demand and, as
a result,in charterhire rates.This seasonalitymay resultin quarter-to-quartervolatility inour operating
results.Thedrybulkcarriermarketistypicallystrongerinthefallandwintermonthsinanticipationof
increasedconsumptionofcoalandotherrawmaterialsinthenorthernhemisphereduringthewinter
months. As China is the most significant market for dry bulk shipping, the public holidays in relation to the
Chinese New Year during thefirst quarter usuallyresults in adecrease inmarket activity duringthis period.
In addition, unpredictableweather patterns inthese months tend todisrupt vessel schedulingand supplies
of certain commodities. As a result, our revenues maybe weaker during the fiscal quarters ending March
31 and June30, and, conversely,our revenuesmay be stronger infiscal quarters ending September 30
and December 31. Whilethis seasonality does notdirectly affect ouroperating results, it couldmaterially
affect our operating results to the extent our vessels are employed in the spotmarket in the future.
An increase in the price of fuel, or bunkers, may adversely affect ourprofits.
While we generally will not bear the costof fuel or bunkers for vesselsoperating on time charters, fuel isa
significantfactorinnegotiatingcharterrates.Asaresult,anincreaseinthepriceoffuelbeyondour
expectationsmayadverselyaffectourprofitabilityatthetimeofcharternegotiation.Fuelisalsoa
significant, if notthe largest, expensein shipping whenvessels are undervoyage charter.The price and
supply offuel isunpredictable andfluctuates basedon eventsoutside ourcontrol, includinggeopolitical
developments, suchas theongoing conflictbetween Russiaand Ukraineand betweentheU.S. andits
allies, andIran, supplyand demandfor oiland gas,actions bythe Organizationof PetroleumExporting
Countries (the"OPEC"), andother oiland gasproducers, warand unrestin oilproducing countriesand
regions, regional production patternsand environmental concerns. Anyfuture increase in thecost of fuel
may reduce the profitability and competitiveness of our business.
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Wearesubjecttocomplexlawsandregulations,includingenvironmentalregulationsthatcan
adversely affect the cost, manner or feasibility of doing business.
Our business and the operations of our vesselsare materially affected by environmental regulation in the
form of international conventions, national, stateand local laws and regulations in force in thejurisdictions
in whichour vesselsoperate, aswell asin thecountry orcountries oftheir registration,including those
governing themanagement anddisposal ofhazardous substancesand wastes,the cleanupof oilspills
and other contamination, air emissions (including greenhouse gases), water discharges and ballast water
management. These regulations include, butare not limitedto, European Unionregulations, the U.S.Oil
PollutionActof1990,requirementsoftheU.S.CoastGuard,orUSCGandtheU.S.Environmental
Protection Agency, the U.S. Clean Air Act of 1970 (including its amendments of 1977 and 1990), the U.S.
Clean WaterAct, and the U.S.Maritime Transportation SecurityAct of 2002, andregulations of the IMO,
including the International Convention on Civil Liability for Oil PollutionDamage of 1969, the International
ConventionforthePreventionofPollutionfromShipsof1973,asmodifiedbytheProtocolof1978,
collectively referred to as MARPOL 73/78 or MARPOL, including designations of Emission Control Areas,
thereunder,theInternationalConventionfortheSafetyofLifeatSea(SOLAS),theInternational
Convention onLoad Linesof 1966,the InternationalConvention ofCivil Liability forBunker OilPollution
Damage,andtheInternationalSafetyManagement(ISM)Code. Becausesuchconventions,laws,and
regulations are often revised, wecannot predict the ultimate costof complying with such requirements or
the impactthereof on there-sale priceor useful lifeof anyvessel thatwe ownor willacquire. Additional
conventions, lawsand regulationsmay beadopted thatcould limitour abilityto dobusiness orincrease
thecostofourdoingbusinessandwhichmaymateriallyadverselyaffectouroperations.Government
regulationofvessels,particularlyintheareasofsafetyandenvironmentalrequirements,continueto
change, requiring usto incur significantcapital expenditures onour vessels tokeep them incompliance,
or evento scrapor sellcertain vesselsaltogether.In addition,we mayincur significantcosts inmeeting
newmaintenanceandinspectionrequirements,indevelopingcontingencyarrangementsforpotential
environmental violations and in obtaining insurance coverage.
In addition,we are requiredby variousgovernmental and quasi-governmental agenciesto obtaincertain
permits,licenses,certificates,approvalsandfinancialassuranceswithrespecttoouroperations.Our
failure tomaintain necessarypermits, licenses,certificates, approvalsor financialassurances couldrequire
us to incur substantial costs or temporarily suspend operation of one or more of the vessels in our fleet or
lead to the invalidation or reduction of our insurance coverage.
Environmentalrequirementscanalsoaffecttheresalevalueorusefullivesofourvessels,requirea
reduction incargo capacity,ship modificationsor operationalchanges orrestrictions, leadto decreased
availabilityofinsurancecoverageforenvironmentalmattersorresultinthedenialofaccesstocertain
jurisdictional waters orports, or detentionin certain ports.Under local, national andforeign laws, aswell
as international treatiesand conventions, wecould incur materialliabilities, including cleanupobligations
and natural resource damages, in the event that there is a release of petroleum or hazardous substances
from our vesselsor otherwisein connectionwith ouroperations. Wecould alsobecome subjectto personal
injuryorpropertydamageclaimsrelatingtothereleaseofhazardoussubstancesassociatedwithour
existing orhistoric operations. Violationsof, orliabilities under,environmental requirements canresult in
substantial penalties, fines and other sanctions,including in certain instances, seizure ordetention of our
vessels.
Thesenumerousandsometimesconflictinglawsandregulationsinclude,amongothers,dataprivacy
requirements (inparticular theEuropean GeneralData ProtectionRegulation, enforceableas fromMay 25,
2018,laborrelationslaws,taxlaws,anti-competitionregulations,importandtraderestrictions,export
requirements, U.S. laws such as theFCPA and other U.S. federal laws and regulations establishedby the
OFAC or other local laws which prohibit corruptpayments to governmentalofficials or certain payments or
remunerations to customers.
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Increased inspection procedures, tighter import and export controls and new security regulations
could increase costs and disrupt our business.
Internationalshippingissubjecttovarioussecurityandcustomsinspectionandrelatedproceduresin
countries of origin,destination and trans-shipmentpoints. Under theU.S. Maritime Transportation Security
Actof2002 (“MTSA”),theU.S.Coast Guardissued regulationsrequiringtheimplementation ofcertain
security requirementsaboard vesselsoperating inwaters subjectto thejurisdiction ofthe UnitedStates
andatcertain portsand facilities.These securityprocedures mayresultincargo seizure,delays inthe
loading, offloading,trans-shipment or deliveryand thelevying of customsduties, fines orother penalties
against us. It is possiblethat changes to inspection procedurescould impose additional financialand legal
obligations on us.Changes to inspectionprocedures could alsoimpose additionalcosts and obligationson
our customers andmay,in certain cases,render the shipmentof certain typesof cargo uneconomical or
impractical.Anysuchchangesordevelopmentsmayhaveamaterialadverseeffectonourbusiness,
customer relations, financial condition and earnings.
Operational risks and damage to our vessels could adversely impactour performance.
The operation of an ocean-going vessel carries inherentrisks. Our vessels and their cargoes areat risk of
being damaged orlost because ofevents such asmarine disasters, environmentalaccidents, badweather
and natural disastersor other disastersoutside our controland other actsof God, businessinterruptions
causedbymechanicalfailures,grounding,fire,explosionsandcollisions,humanerror,war,terrorism,
piracy, robbery,labor strikes, boycotts and othercircumstances or events.Changing economic, regulatory
and political conditionsin some countries, includingpolitical and military conflicts,have from time totime
resulted in attacks on vessels, mining of waterways, piracy, terrorism, labor strikes and boycotts. Damage
to the environment could also result from our operations, particularly through spillage of fuel, lubricants or
other chemicalsand substances usedin operations, orextensive uncontrolled fires.These hazards may
result in death orinjury to persons, loss ofrevenues or property,the payment of ransoms, environmental
damage, higherinsurance rates,damage toour customer relationshipsand marketdisruptions, delay or
rerouting, any of which mayreduce our revenue or increaseour expenses and alsosubject us to litigation.
As aresult, wecould beexposed tosubstantial liabilities notrecoverable under ourinsurances. Further,
theinvolvementofourvesselsinaseriousaccidentorthelossofanyofourvesselscouldharmour
reputation as asafe andreliable vesseloperator andlead to aloss ofbusiness. Epidemicsand otherpublic
health incidents may also lead to crew memberillness, which can disrupt the operationsof our vessels, or
to public health measures,which may prevent ourvessels from calling onports or discharging cargoin the
affected areas or in other locations after having visited the affected areas.
If our vessels sufferdamage, they may needto be repaired ata drydocking facility.The costs of drydock
repairs are unpredictableand may besubstantial. Wemay have topay drydockingcosts thatour insurance
does notcover atall orin full.The lossof revenueswhile thesevessels arebeing repairedand repositioned,
as well as the actual costof these repairs not covered byour insurance, would decrease ourearnings and
availablecashandmayadverselyaffectourbusinessandfinancialcondition.Inaddition,spaceat
drydocking facilities issometimes limitedand notall drydocking facilitiesare conveniently located.We may
beunabletofindspaceatasuitabledrydockingfacilityorourvesselsmaybeforcedtotraveltoa
drydocking facilitythat isnot convenientlylocated relative toour vessels' positions.The lossof earnings
whilethesevesselsareforcedtowaitforspaceortotraveltomoredistantdrydockingfacilitiesmay
adversely affect our business and financial condition.
The operationof drybulk vessels hascertain unique operationalrisks. Witha drybulk vessel, thecargo
itself and its interactionwith the ship canbe a riskfactor. By their nature, drybulk cargoes areoften heavy,
denseandeasilyshifted,andreactbadlytowaterexposure.Inaddition,drybulkvesselsareoften
subjected tobattering treatmentduring unloadingoperations withgrabs, jackhammers(to pryencrusted
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cargoes out of thehold), and small bulldozers. Thistreatment may cause damage tothe dry bulk vessel.
Dry bulkvessels damageddue totreatment duringunloading proceduresmay bemore susceptibleto a
breach at sea. Hull breaches indry bulk vessels may lead to theflooding of their holds. If flooding occurs
in the forward holds, the bulkcargo may become so waterlogged thatthe vessel's bulkheads may buckle
under the resultingpressure leadingto the loss ofthe dry bulk vessel.These risks mayalso impact therisk
of loss of lifeor harm toour crew, which could harmour reputation asa safe and reliablevessel owner and
operator.
Ifweareunable toadequately maintainorsafeguardourvessels,we maybeunabletoprevent these
events. Any of these circumstances or events could negatively impact our business, financial condition or
results of operations.
If ourvessels callon portslocated incountries orterritories thatare thesubject ofsanctions or
embargoes imposed by the U.S. government,the United Kingdom, the EuropeanUnion, the United
Nations, or othergovernmental authorities, or engagein other suchtransactions or dealings that
would beviolative ofapplicable sanctionslaws, itcould leadto monetaryfines orpenalties and
may adversely affect our reputation and the market for our securities.
Ourcontractswithourcharterersprohibitthemfromcausingourvesselstocallonportslocatedin
sanctioned countries orterritories or carryingcargo for entities orfrom countries and territoriesthat are the
subject ofsanctions. Although ourcharterers may,in certain cases,control the operationof our vessels,
we have monitoring processes in place to ensure our compliance with applicableeconomic sanctions and
embargolaws. Nevertheless,itremains possiblethatourcharterers maycauseourvessels totradein
violation ofsanctionsprovisions withoutourconsent. Ifsuchactivities resultinaviolation ofapplicable
sanctions or embargo laws, wecould be subject to monetaryfines, penalties, or other sanctions, and our
reputation and the market for our common shares could be adverselyaffected.
The applicable sanctionsand embargo lawsand regulations varyin their application,and by jurisdiction,
and donot allapply tothe samecovered personsor proscribethe sameactivities. Inaddition, thesanctions
andembargolawsandregulationsofeachjurisdictionmaybeamendedtoincreaseorreducethe
restrictions they impose overtime, and the listsof persons and entitiesdesignated under these laws and
regulationsareamendedfrequently.Moreover,mostsanctionsregimesprovidethatentitiesownedor
controlled by the persons or entities designated in suchlists are also subject to sanctions. The U.S.,U.K.
and EU haveenacted new sanctions programsin recent years. Additional countriesor territories, as well
as additionalpersons orentities withinor affiliated withthose countriesor territories,have, andin thefuture
will,becomethetargetofsanctions.Theserequireustobediligentinensuringourcompliancewith
sanctionslaws.Further,theU.S.hasincreaseditsfocusonsanctions enforcementwithrespect tothe
shipping sector. Current orfuture counterparties of ours may be affiliatedwith persons or entities that are
or maybe in thefuture the subjectof sanctions, embargoesor blockades imposedby the United States,
U.K., EU,and/or otherinternational bodies.If wedetermine thatsuch sanctionsrequire usto terminate
existing or future contractsto which we,or our subsidiaries, are partyor if we arefound to be inviolation
ofsuchapplicablesanctions,ourresultsofoperationsmaybeadverselyaffected,orwemaysuffer
reputational harm.
As a resultof Russia’s actionsin Ukraine, theU.S., EU andUnited Kingdom,together with numerousother
countries, have imposedsignificant sanctions onpersons and entitiesassociated with Russiaand Belarus,
aswellascomprehensivesanctionsoncertainareaswithintheDonbasregionofUkraine,andsuch
sanctions applyto entitiesowned orcontrolled bysuch designatedpersons orentities. Thesesanctions
adversely affect our ability to operate in the region and also restrict partieswhose cargo we may carry.
Although we believe that wehave been in compliance with allapplicable sanctions and embargolaws and
regulations in 2025 andup to the date of thisannual report, and intendto maintain such compliance,there
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can be no assurance that weor our charterers will bein compliance in the future, particularlyas the scope
of certainlaws may beunclear and maybe subject tochanging interpretations. Anysuch violation could
resultinfines,penalties orothersanctions thatcould severelyimpactourability toaccessU.S.capital
markets and conduct our business and could result inour reputation and the markets for our securities to
be adversely affectedand/or in someinvestors deciding, or beingrequired, to divesttheir interest, ornot
to invest, in us. Inaddition, certain institutional investors may have investment policiesor restrictions that
prevent themfrom holdingsecurities ofcompanies thathave contractswith countriesor territoriesidentified
by the U.S. government as state sponsors of terrorism. The determinationby these investors not to invest
in, orto divestfrom, our sharesmay adverselyaffect theprice atwhich ourshares trade. Moreover,our
charterers may violate applicable sanctionsand embargo laws andregulations as a resultof actions that
do not involveus or ourvessels, and thoseviolations could inturn negatively affectour reputation. Further,
our reputationand themarket forour securitiesmay beadversely affectedif, forexample, weenter into
charterswithindividualsorentitieswho,pursuanttocontractswiththirdparties,provideservicestoor
engage in operations associated with countries or territories thatare the subject of certain U.S. sanctions
or embargo laws. Investor perceptionof the value of ourcommon stock may alsobe adversely affected by
theconsequences ofwar,theeffectsof terrorism,civil unrestand governmentalactions incountries or
territories that we operate in.
The smugglingof drugsorother contrabandonto ourvessels maylead togovernmental claims
against us.
Weexpect thatour vesselswill callinports inareas wheresmugglers attempttohide drugsand other
contraband onvessels, withorwithout theknowledge ofcrew members.
To
theextent ourvessels are
found with contraband,or stowaways,whether insideor attached tothe hull ofour vessel andwhether with
or without the knowledge ofany of our crew,we may face governmental or otherregulatory claims which
could havean adverseeffecton ourbusiness, resultsof operations,cash flowsand financialcondition.
Under some jurisdictions, vessels used forthe conveyance of illegal drugs couldresult in forfeiture of the
subject vessel to the government of such jurisdiction.
Maritime claimantscould arrestorattach oneormoreof ourvessels, whichcould interruptour
business or have a negative effect on our cash flows.
Crew members, suppliers of goods and services to a vessel, shippers of cargo, lenders, and other parties
maybeentitledtoamaritimelienagainstavesselforunsatisfieddebts,claimsordamages.Inmany
jurisdictions, amaritime lienholder mayenforce itslien by“arresting” or“attaching” avessel throughjudicial
or foreclosure proceedings.The arrest orattachment ofone or moreof ourvessels could interruptthe cash
flow ofthe chartererand/or requireus topay asignificant amountof moneyto havethe arrestor attachment
lifted, which would have an adverse effect on our cash flows.
In addition, in some jurisdictions, suchas South Africa, under the “sister-ship”theory of liability, a claimant
may arrestboth thevessel thatis subjectto the claimant’smaritime lienand any“associated” vessel,which
is anyvessel ownedor controlledby thesame owner.Claimants couldtry toassert “sister-ship”liability
againstonevesselinourfleetforclaimsrelatingtoanotherofourships.Undersomeofourpresent
charters, if the vessel is arrested or detained as a result of a claim against us, we may be in default of our
charterandthecharterermaysuspendthepaymentofhireunderthecharterandchargeuswithany
additional expensesincurred duringthat period,which maynegatively impactour revenuesand cashflows.
We conduct businessin China, where thelegal system has inherentuncertainties that could limit
the legal protections available to us.
Someofourvessels maybechartered toChinesecustomers andfromtimetotimeonourcharterers'
instructions,ourvesselsmaycallonChineseports.Suchchartersandvoyagesmaybesubjectto
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regulations in Chinathat may requireus to incurnew or additionalcompliance or otheradministrative costs
andmay requirethatwe paytotheChinese governmentnew taxesor otherfees.Applicable lawsand
regulations inChina maynot be wellpublicized andmay notbe knownto usor to ourcharterers inadvance
of usor ourcharterers becomingsubject tothem, andthe implementationof suchlaws andregulations
may beinconsistent. Changes inChinese laws andregulations, including withregards totax matters, or
changesintheirimplementationbylocalauthoritiescouldaffectourvesselsifcharteredtoChinese
customers as wellas our vesselscalling to Chineseports and couldhave a materialadverse impact onour
business, financial condition and results of operations.
Governments couldrequisition ourvessels duringa period ofwar or emergency,resulting ina loss
of earnings.
A government couldrequisition one ormore ofour vessels fortitle orfor hire.Requisition for titleoccurs
whenagovernment takescontrol ofa vesseland becomesherowner,while requisitionforhire occurs
whenagovernment takescontrolofavessel andeffectivelybecomes herchartereratdictated charter
rates. Generally, requisitions occurduring periods of war or emergency,although governments may elect
to requisition vessels in other circumstances. Although we would be entitled to compensation in the event
ofarequisitionofoneormoreofourvessels,theamountandtimingofpaymentwouldbeuncertain.
Althoughnoneofourvesselshavebeenrequisitionedbyagovernmentfortitleorhire,agovernment
requisition ofone or moreof ourvessels may negativelyimpact our revenuesand reduce theamount of
cash wemay haveavailable fordistribution asdividends toour shareholders,if anysuch dividendsare
declared.
FailuretocomplywiththeU.S.ForeignCorruptPracticesActcouldresultinfines,criminal
penalties and an adverse effect on our business.
We mayoperate in anumber of countriesthroughout the world,including countries suspectedto havea
risk of corruption. We are committed to doing business in accordance with applicable anti-corruption laws
and have adopted measuresdesigned to ensure compliancewith the U.S. ForeignCorrupt Practices Act
of 1977, asamended (the “FCPA”).We aresubject, however,to the riskthat we, ouraffiliated entities or
their respective officers, directors,employees and agentsmay take actionsdetermined to bein violation of
suchanti-corruptionlaws,includingtheFCPA.Anysuchviolationcouldresultinsubstantialfines,
sanctions,civiland/orcriminalpenalties,curtailmentofoperationsincertainjurisdictions,andmight
adversely affect our business,earnings or financialcondition. In addition,actual or alleged violationscould
damageourreputationandabilitytodobusiness.Furthermore,detecting,investigating,andresolving
actualorallegedviolationsisexpensiveandcanconsumesignificanttimeandattentionofoursenior
management.
Company Specific Risk Factors
The market values of our vessels could decline,which could limit the amount of fundsthat we can
borrow andcould triggerbreaches ofcertain financialcovenants containedin ourloan facilities,
whichcouldadverselyaffectouroperatingresults,andwemayincuralossifwesellvessels
following a decline in their market values.
While themarket valuesof vesselsand thecharter markethave avery close relationshipas thecharter
market movesfrom troughto peak,the timelag betweenthe effectof charterrates onmarket valuesof
ships can vary.
The marketvalues ofour vesselshave generallyexperienced highvolatility,and youshould expectthe
market values of our vessels to fluctuate depending on a number offactors including:
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●
the prevailing level of charter hire rates;
●
general economic and market conditions affecting the shipping industry;
●
competition from other shipping companies and other modesof transportation;
●
the types, sizes and ages of vessels;
●
the supply of and demand for vessels;
●
scrap values;
●
applicable governmental or other regulations;
●
technological advances;
●
the needto upgradevessels asa resultof chartererrequirements, technologicaladvances invessel
design or equipment or otherwise; and
●
the cost of newbuildings.
Inaddition,asvesselsgrowolder,theygenerallydeclineinvalue.Ifthemarketvaluesofourvessels
decline, we maynot be incompliance with certaincovenants contained in ourloan facilities andwe may
not be able to refinance ourdebt or obtain additional financing or incurdebt on terms that are acceptable
tousoratall.AsofDecember31,2025,wewereincompliancewithallofthecovenantsinourloan
facilities. Ifwe arenot ableto complywith thecovenants inour loanfacilities orare unableto obtainwaivers
oramendmentsorotherwiseremedytherelevantbreach,ourlenderscouldaccelerateourdebtand
foreclose on our vessels.
Furthermore, ifwe sellany ofour ownedvessels ata timewhen pricesare depressed,our business,results
of operations, cash flow and financial conditioncould be adversely affected. Moreover,if we sell a vessel
at a time when vessel prices have fallen, the sale may be at less than the vessel's carrying amount in our
financial statements, resultingin aloss anda reduction inearnings. Inaddition, ifvessel values decline,
we may have to record an impairment adjustment in our financial statements which could adverselyaffect
our financialresults.Conversely, if vesselvalues areelevated ata timewhen wewish to acquireadditional
vessels,thecostofacquisitionmayincreaseandthiscouldadverselyaffectourbusiness,resultsof
operations, cash flow and financial condition.
We chartersome ofour vesselson short-term timecharters ina volatileshipping industry anda
decline in charter hire rates could affect our results of operations and our abilityto pay dividends.
Although significant exposure toshort-term time charters isnot unusual in thedry bulk shipping industry,
the short-termtime chartermarket ishighly competitiveand spotmarket charterhire rates(which affect
time charterrates) mayfluctuate significantlybased uponavailable chartersand thesupply of,and demand
for,seaborneshippingcapacity.Whiletheshort-termtimechartermarketmayenableustobenefitin
periodsofincreasing charterhirerates,wemustconsistentlyrenewourchartersandthisdependence
makes usvulnerable todeclining charterrates. Asa resultof thevolatility inthe drybulk carriercharter
market, we maynot be ableto employ ourvessels upon thetermination of theirexisting charters at their
current charter hire rates or at all. The dry bulk carrier charter market is volatile, and whileshort-term time
charter andspot market ratesfor somedry bulk carrierswere ator belowoperating costsin early2025,
conditions have improved since then. We cannot assure youthat future charter hire rates will enableus to
operate our vessels profitably, or to pay dividends.
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Rising crew costs could adversely affect our results of operations.
Due to an increase in the size of the global shipping fleet, the limited supply ofand increased demand for
crewhascreatedupwardpressureoncrewcosts.Additionally,thereturnofanumberofUkrainian
seafarers totheir homes asa resultof theongoing war inUkraine hasreduced the numberof seafarers
globallyandtherebyincreasedthepressureoncrewwages.Continuedhighercrewcostsorfurther
increases in crew costs could adversely affect our results of operations.
Our investment in Diana Wilhelmsen Management Limited may exposeus to additional risks.
During2015weinvestedina50/50jointventurewithWilhelmsenShipManagementwhichprovides
managementservicestoalimitednumberofvesselsinourfleetandtoaffiliatedcompanies,butour
eventual goalis toprovide fleetmanagement servicesto unaffiliatedthird-party vesseloperators. While
this jointventure mayprovide usin thefuture witha potentialrevenue source,it mayalso exposeus to
risks suchas lowcustomer satisfaction, increasedoperating costs comparedto those wewould achieve
for ourvessels, andinability toadequately staffour vesselswith crewthat meetsour expectationsor to
maintain our vessels according to our standards, which would adverselyaffect our financial condition.
A cyber-attack could materially disrupt our business.
Werelyoninformationtechnologysystemsandnetworksinouroperationsandadministrationofour
business, including navigation,provision of services, propulsion,machinery management, power control,
communications and cargo management. We have inplace safety and security measures on ourvessels
and onshoreoperations toprotect ourvessels againstcyber-security attacksand anydisruption totheir
information systems.Information systemsare vulnerableto security breachesoccurred from unauthorized
access by various threatactors (e.g., hackers, terrorists,script kiddies, etc.). We relyon industry accepted
security measuresand technologyto securelymaintain confidentialand proprietaryinformation maintained
onourinformationsystems.However,thesemeasuresandtechnologymaynotadequatelyprevent
security breaches.Our businessoperations couldbe targetedby individualsor groupsseeking tosabotage
or disruptour informationtechnology systemsand networks,or tosteal data.A successfulcyber-attack
couldmateriallydisruptouroperations,includingthesafetyofouroperations,orleadtounauthorized
release ofinformation or alterationof information inour systems. Anysuch attack orother breach ofour
informationtechnologysystemscouldhaveamaterialadverseeffectonourbusinessandresultsof
operations.Inaddition,theunavailabilityoftheinformationsystemsorthefailureofthesesystemsto
performasanticipatedforanyreasoncoulddisruptourbusinessandcouldresultindecreased
performance and increased operating costs, causing our business and results of operations tosuffer. We
do notmaintain cyber-liabilityinsurance atthis timeto coversuch losses.Any significantinterruption or
failure of our information systems or any significant breach of security could adversely affect our business
and resultsof operations.We havetaken extensivemeasures toenhance oursecurity infrastructure,reform
network architecture, and implement rigoroussecurity policies, culminating inISO 27001 certification. Key
initiatives includeconducting regularsecurity testing,maintaining businesscontinuity anddisaster recovery
capabilities, andoperating incident responseprograms supported bya 24/7Security Operations Center.
Wehavealsoexpandedoursecurityawarenessandtrainingprogramtoenhanceemployeevigilance
againstcyberthreats.Despitetheseimprovementswecannotassureyouthatwewillbeableto
successfully thwart all future attacks without causing material and adverseeffect on our business.
Moreover, our risk of cyber-attacks and other sources of security breachesand incidents may be elevated
asaresultoftheongoing conflictsbetweenRussia andUkraineandtheIsrael-Hamasconflict. Tothe
extentsuchattackshavecollateraleffectsonglobalcriticalinfrastructureorfinancialinstitutions,such
developments could adversely affect ourbusiness, operating results andfinancial condition. At thistime, it
is difficult to assess the likelihood of such a threat and any potential impact.
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Ascyberattacksbecomeincreasinglysophisticated,andastoolsandresourcesbecomemorereadily
available toattackers, includingthe risk associatedwith the useof emergingtechnologies, suchas artificial
intelligence and quantumcomputing for nefariouspurposes, there canbe noguarantee that ouractions,
security measures and controlsdesigned to prevent, detector respond to intrusion,to limit access todata,
to preventdestruction or alterationof dataor tolimit thenegative impact fromsuch attacks,can provide
absolute security against compromise. In2025, we initiated the creationof a draft AIpolicy to govern the
usage ofAI toolswithin theorganization. Furthermore,we selecteda trainingprovider foran AItraining
workshop to upskill employees on the risksand benefits of AI technology.While we utilize AI-driven tools
withinoursecuritystack(suchaswithinourSIEMandSOCsolutions),wecontinuetomonitorthe
regulatory environmentregarding AI disclosuresand, at thisstage, we donot expect AIto cause increased
risk to our industry or business.
Evenwithoutactualbreachesofinformationsecurity,protectionagainstincreasinglysophisticatedand
prevalent cyberattacksmay resultin significantfuture prevention,detection, responseand management
costs, orother costs,including thedeployment ofadditional cybersecuritytechnologies, engagingthird-
partyexperts,deployingadditionalpersonnelandtrainingemployees.Further,ascyberthreatsare
continually evolving,ourcontrols andprocedures maybecome inadequate,and wemay berequired to
devote additional resources to modify or enhance our systems in the future. Such expenses could have a
material adverse effect on our future performance, results of operations,cash flows and financial position.
Further,inJuly2023,theSECadoptedamendmentstoitsrulesoncybersecurityriskmanagement,
strategy, governance, andincident disclosure.The amendmentsrequire usto reportmaterial cybersecurity
incidents involving ourinformation systems andperiodic reporting regarding ourpolicies and procedures
to identify and manage cybersecurity risks, amongst other disclosures. Afailure to disclosure could result
in theimposition ofinjunctions, finesand otherpenalties bytheSEC. Complyingwith theseobligations
couldcauseustoincursubstantialcostsandcouldincreasenegativepublicitysurroundingany
cybersecurity incident.During theyear endedDecember 31,2025, wedid notidentify anycybersecurity
threatsthathavemateriallyaffectedorarereasonablylikelytomateriallyaffectourbusinessstrategy,
results of operations, or financial condition.
For more information on our cybersecurity policies, please see“Item 16K. Cybersecurity.”
Climatechangeandgreenhousegasrestrictionsmayadverselyimpactouroperationsand
markets.
Due to concern over the riskof climate change, a number ofcountries and the IMO have adopted, orare
considering theadoption of,regulatory frameworksto reducegreenhouse gasemissions. Theseregulatory
measuresmayinclude,amongothers,adoptionofcapandtraderegimes,carbontaxes,increased
efficiencystandardsandincentivesormandatesforrenewableenergy.InJuly2023,nationsatthe
International Maritime Organization’sMarine Environment ProtectionCommittee (“MEPC”) 80updated the
initialstrategytoreducegreenhousegasemissionsfromships.Theinitialstrategyidentifieslevelsof
ambition to reducing greenhouse gasemissions, including (1) decreasing thecarbon intensity from ships
through implementation of further phases of the Energy Efficiency Design Index(EEDI)for new ships; (2)
reducing carbon dioxide emissions per transport work,as an average across international shipping, byat
least20%by2030,comparedto2008emissionlevels;and(3)reducingthetotalannualgreenhouse
emissions byat least70% by2040 comparedto 2008while pursuingeffortstowards phasingthem out
entirely.
Since January1, 2020,ships haveto eitherremove sulfurfrom emissionsor buyfuel withlow sulfurcontent,
which may lead toincreased costs and supplementary investments forship owners. The interpretation of
"fueloil usedon board"includes usein mainengine, auxiliaryengines andboilers. Wehave electedto
comply with this regulationby using 0.5% sulfur fuelson board, which areavailable around the world but
25
often at a higher costand may result in highercosts than other companiesthat elected to install scrubbers
on their vessels.
Inaddition,althoughtheemissionsofgreenhousegasesfrominternationalshippingcurrentlyarenot
subjecttotheKyotoProtocoltotheUnitedNationsFrameworkConventiononClimateChange,which
required adopting countriesto implement national programsto reduce emissionsof certain gases,or the
ParisAgreement(discussedfurtherbelow),anewtreatymaybeadoptedinthefuturethatincludes
restrictions on shipping emissions. Compliance withchanges in laws, regulations andobligations relating
to climatechange could increaseour costs relatedto operatingand maintaining ourvessels and require
ustoinstallnewemissioncontrols,acquireallowancesorpaytaxesrelatedtoourgreenhousegas
emissionsoradministerandmanageagreenhousegasemissionsprogram.Revenuegenerationand
strategic growth opportunities may also be adversely affected.
Increasingscrutinyandchangingexpectationsfrominvestors,lendersandothermarket
participants with respectto our ESGpolicies may imposeadditional costs onus orexpose us to
additional risks.
CompaniesacrossallindustriesarefacingincreasingscrutinyrelatingtotheirESGpolicies.Investor
advocacy groups, certaininstitutional investors, investment funds,lenders and other marketparticipants,
particularly thoseoutside theUnited States, areincreasingly focusedon ESGpractices andin recentyears
have placedincreasing importanceon theimplications andsocial costof theirinvestments. Companies
whichdonotadapttoorcomplywithinvestor,lenderorotherindustryshareholderexpectationsand
standards, which are evolving, or which are perceived tohave not responded appropriately to the growing
concernforESGissues,regardlessofwhetherthereisalegalrequirementtodoso,maysufferfrom
reputational damage and the business, financial condition, and/orstock price of such a company could be
materially and adversely affected.
We mayface increasing pressuresfrom investors, futurelenders and othermarket participants, whoare
increasinglyfocusedonclimatechange,toprioritizesustainableenergypractices,reduceourcarbon
footprint andpromote sustainability.As aresult, wemaybe requiredtoimplement morestringent ESG
procedures orstandards so thatour existing andfuture investorsand lenders remaininvested in usand
make further investments in us.
Additionally,certaininvestorsandlendersmayexcludecompanies,suchasus,fromtheirinvesting
portfoliosaltogetherdueto environmental,social andgovernancefactors.Theselimitationsinboththe
debt andequity capitalmarkets mayaffect ourability togrow asour plansfor growthmay includeaccessing
theequityanddebtcapitalmarkets.Ifthosemarketsareunavailable,orifweareunabletoaccess
alternative means offinancing on acceptableterms, or at all,we may be unableto implement our business
strategy,which would havea materialadverse effecton ourfinancial condition andresults ofoperations
and impair our ability to serviceour indebtedness. Further, it is likely that wewill incur additional costs and
requireadditionalresourcestomonitor,reportandcomplywithwiderangingESGrequirements.The
occurrenceofanyoftheforegoingcouldhaveamaterialadverseeffectonourbusinessandfinancial
condition.
Moreover,from time totime, inalignment withour sustainability priorities,we mayestablish and publicly
announcegoalsandcommitmentsinrespectofcertainESGitems.Whilewemaycreateandpublish
voluntary disclosures regarding ESG matters from time to time,many of the statements in those voluntary
disclosures arebased onhypothetical expectationsand assumptionsthat mayor maynot berepresentative
of current or actual risks or events or forecasts of expected risks or events, includingthe costs associated
therewith.Suchexpectations andassumptionsarenecessarily uncertainandmaybeprone toerroror
subject tomisinterpretation giventhe longtimelines involvedand thelack ofan establishedsingle approach
to identifying, measuring and reporting on many ESG matters. If we fail to achieve or improperlyreport on
26
our progress toward achieving our environmental goals and commitments, the resulting negative publicity
could adversely affect our reputation and/or our access to capital.
Our earningsmay beadversely affectedif weare notable totake advantage offavorable charter
rates.
Wecharterourdrybulkcarrierstocustomerspursuanttoshort,mediumorlong-termtimecharters.
However,aspartofourbusinessstrategy,themajorityofourvesselsarecurrentlyfixedonshortto
medium-term time charters.We may extendthe charter periodsfor additionalvessels in ourfleet, including
additional dry bulkcarriers thatwe may purchasein thefuture, to takeadvantage of therelatively stable
cash flow and high utilization rates that are associated with long-term time charters. While we believethat
long-term charters provideus with relativelystable cash flowsand higherutilization rates thanshorter-term
charters, ourvessels thatare committedto long-termcharters maynot beavailable foremployment on
short-term charters during periods of increasing short-term charter hire rates when these charters may be
more profitable than long-term charters.
At the expiration of our charters or ifa charter terminates early for anyreason or when we acquire vessels
charter-free, wewill needto charteror recharterour vessels.If anexcess ofvessels isavailable onthe
spot or short-termmarket at thetime we areseeking tofix new longer-termcharters, wemay have difficulty
entering intosuch chartersat allor atprofitable ratesand forany termother thanshort termand, asa
result,ourcashflow maybesubject toinstability inthemidtolong-term. Inaddition, itwould bemore
difficult tofix relatively oldervessels should therebe anoversupply of youngervessels on themarket. A
depressed spotmarket may requireus toenter into short-termspot chartersbased on prevailingmarket
rates, which could result in a decrease in our cash flow.
We cannot assureyou that we willbe able to borrowamounts under loan facilitiesand restrictive
covenants in our loan facilities impose financial and other restrictionson us.
Historically, we have entered into several loan agreementsto finance vessel acquisitions,the construction
ofnewbuildings andworkingcapital.Ourability toborrowamounts underourfacilities issubject tothe
execution of customary documentation relating to the facility, including security documents, satisfaction of
certaincustomaryconditions precedentandcompliance withtermsandconditionsincludedintheloan
documents.Priortoeachdrawdown,wearerequired,amongotherthings,toprovidethelenderwith
acceptable valuationsof thevessels inour fleetconfirming thatthe vessels inour fleethave aminimum
value and that thevessels in ourfleet that secureour obligations underthe facilities aresufficient to satisfy
minimum security requirements.To the extent that we are not ableto satisfy these requirements,including
as a result of a declinein the value of ourvessels, we may not beable to draw downthe full amount under
the facilities.We will alsonot be permittedto borrowamounts underthe facilitiesif we experiencea change
of control.
The loan facilitiesalso impose operatingand financial restrictionson us. Theserestrictions may limitour
ability to, among other things:
●
pay dividendsif thereis adefault underthe loanfacilities orif the paymentof thedividend would
result in a default or breach of a loan covenants;
●
incur additional indebtedness, including through the issuance of guarantees;
●
change the flag, class or management of our vessels;
●
create liens on our assets;
●
sell our vessels;
27
●
enter into atime charteror consecutivevoyage chartersthat have aterm thatexceeds, orwhich
by virtue of any optional extensions may exceed a certain period;
●
merge or consolidate with, or transfer all or substantially allour assets to, another person; and
●
enter into a new line of business.
Therefore, wemay needto seekpermission fromour lendersin orderto engagein somecorporate actions.
Our lenders’ interestsmay be differentfrom ours andwe cannot guarantee thatwe will beable to obtain
ourlenders'permission whenneeded.Thismaylimitourability tofinanceourfutureoperations, make
acquisitions or pursue business opportunities.
Wecannotassureyouthatwewillbeabletorefinanceindebtednessincurredunderourloan
facilities and bond.
We cannot assureyou that wewill be ableto refinance ourindebtedness withequity offerings orotherwise,
onterms thatareacceptable tous oratall. Ifwearenot abletorefinance theseamounts withthenet
proceeds ofequity offeringsor otherwise,on termsacceptable to usor atall, wewill haveto dedicatea
greater portion of our cash flow from operations to pay the principal and interestof this indebtedness than
if we were able to refinance such amounts. If we are not able to satisfy these obligations, we may have to
undertake alternative financing plans. Theactual or perceived credit qualityof our charterers, any defaults
by them, andthe market value ofour fleet, among otherthings, may materially affectour ability to obtain
alternative financing.In addition,debt servicepayments underour loanfacilities oralternative financing
may limit funds otherwise available for working capital, capital expenditures and other purposes. If we are
unable tomeet ourdebt obligations,or ifwe otherwisedefault underour loanfacilities oran alternative
financing arrangement, our lenders could declare thedebt, together with accrued interestand fees, to be
immediately dueand payableand forecloseon ourfleet, whichcould resultin theacceleration ofother
indebtedness that wemay have atsuch time andthe commencement ofsimilar foreclosure proceedings
by other lenders.
Purchasingandoperatingsecondhandvesselsmayresultinincreasedoperatingcostsand
reduced operating days, which may adversely affect our earnings.
As part of ourcurrent businessstrategy to increaseour owned fleet,we may acquirenew and secondhand
vessels. While we rigorouslyinspect previously ownedor secondhand vessels priorto purchase, this does
notprovide uswith thesameknowledge abouttheircondition andcost ofany required(oranticipated)
repairsthatwewouldhavehadifthesevesselshadbeenbuiltforandoperatedexclusivelybyus.
Generally,we do not receivethe benefit ofwarranties on secondhand vessels.Accordingly, wemay not
discover defects orother problems withsecondhand vessels priorto purchasing orchartering-in. Any such
hidden defects orproblems may beexpensive to repairand may require usto put avessel into drydock,
which would reduce our fleet utilizationand increase our operating costs. Ifa hidden defect or problem is
not detected, it may result in accidents or other incidentsfor which we may become liable to third parties.
The market prices ofsecondhand and newbuiltvessels also tend tofluctuate with changes incharter rates
and, if we sell the vessels, the sales prices may be less than theircarrying values at that time.
In general, the costs to maintain a vessel ingood operating condition increase with the age of the vessel.
Asofthedateofthisannualreport,ourfleetconsistsof38vesselsofwhich36vessels,ownedand
chartered-in, are in operation,having a combined carryingcapacity of 4.1 million deadweight tons, or dwt,
and a weighted average age of12.3 years and two vessels are under construction.As our fleet ages, we
willincurincreasedcosts.Oldervesselsaretypicallylessfuel-efficientthanmorerecentlyconstructed
vesselsduetoimprovementsinenginetechnology.Cargoinsuranceratesincreasewiththeageofa
vessel, making older vessels less desirable to charterers.
28
Furthermore, governmental regulations, safety or other equipmentstandards related to the age of vessels
mayrequireexpenditures foralterations, orthe additionofnew equipmentand mayrestrict thetypeof
activitiesin whichthevessel mayengage. Asourvessels age,market conditionsmaynot justifythose
expenditures or enable us to operate our vessels profitably during the remainderof their useful lives. As a
result, regulations andstandards could havea material adverseeffect on our business,financial condition,
results of operations, cash flows and ability to pay dividends.
We are subject to certain risks with respect to our counterpartieson contracts, and failure of such
counterpartiestomeettheirobligations couldcauseustosufferlossesorotherwise adversely
affect our business.
Weenterinto,amongotherthings,charterparties withourcustomers. Suchagreementssubjectusto
counterparty risks. Theability and willingnessof each ofour counterparties toperform its obligationsunder
a contract with us will depend ona number of factors that are beyondour control and may include, among
other things, generaleconomic conditions,the condition ofthe maritime andoffshore industries, theoverall
financial condition of thecounterparty, charter rates received for specific typesof vessels, work stoppages
or other labor disturbancesand various expenses. Shoulda counterparty failto honor its obligationsunder
agreements with us,we could sustainsignificant losses, whichcould have amaterial adverse effecton our
business, financial condition, results of operations and cashflows.
In addition, indepressed market conditions, ourcharterers may nolonger need avessel that iscurrently
under charteror maybe ableto obtaina comparablevessel atlower rates.As aresult, charterersmay
seek torenegotiate theterms oftheir existingcharter agreementsor avoidtheir obligationsunder those
contracts. Furthermore, itis possible thatparties with whom wehave charter contracts maybe impacted
by events in Russia and Ukraine and in the Middle East, including in the Red Sea area,and any resulting
sanctions.Ifourcharterersfailtomeettheirobligationstousorattempttorenegotiateourcharter
agreements,itmaybedifficulttosecure substituteemployment forsuch vessels,andanynewcharter
arrangements wesecure maybeatlower rates.Asa result,wecouldsustain significantlosses, which
could havea materialadverse effecton ourbusiness, financial condition,results ofoperations and cash
flows.
Inthehighlycompetitiveinternationalshippingindustry,wemaynotbeabletocompetefor
charters withnew entrantsor establishedcompanies withgreater resources,and asa result,we
may be unable to employ our vessels profitably.
Theoperationofdrybulkvesselsandtransportationofdrybulkcargoesisextremelycompetitiveand
fragmented. Competitionfor the transportationof dry bulkcargoes by seais intense anddepends onprice,
location,size,age,conditionandtheacceptabilityofthevesselanditsoperatorstothecharterers.
Competition arisesprimarily fromother vesselowners, someof whomhave substantiallygreater resources
than we do. Due in partto the highly fragmented market,competitors with greater resourcesthan us could
enter thedry bulkshipping industryand operatelarger fleetsthrough consolidationsor acquisitionsand
maybe abletoofferlowercharter ratesandhigher qualityvessels thanweareable tooffer.If weare
unable to successfully compete with otherdry bulk shipping companies, our resultsof operations may be
adversely impacted.
Wemaybeunable toattractandretainkey managementpersonnel andotheremployees inthe
shipping industry, which maynegatively impact the effectiveness of ourmanagement and results
of operations.
Our success dependsto asignificant extent uponthe abilities andefforts ofour management team.Our
successwilldependuponourabilitytoretainkeymembersofourmanagementteamandtohirenew
members as maybe necessary.The loss ofany of theseindividuals could adversely affectour business
29
prospectsandfinancialcondition.Difficultyinhiringandretainingreplacementpersonnelcouldhavea
similar effect.We donot currently,nor dowe intendto, maintain“key man”life insuranceon anyof our
officers or other members of our management team.
Technologicalinnovationandqualityandefficiencyrequirementsfromourcustomerscould
reduce our charter hire income and affect the demand and the valueof our vessels.
Our customers have a high and increasing focus on quality and compliance standards with their suppliers
acrosstheentiresupplychain,includingtheshippingandtransportationsegment.Ourcontinued
compliance with thesestandards and qualityrequirements is vitalfor our operations.The charter hirerates
and the value and operational lifeof a vessel are determined by a numberof factors including the vessel’s
efficiency, operational flexibility and physicallife. Efficiency includesspeed, fuel economyand the abilityto
loadanddischargecargo quickly.Flexibility includestheability toenter harbors,utilize relateddocking
facilities and pass through canals and straits. The length of a vessel’s physical life isrelated to its original
design and construction, its maintenance and the impact of the stressof operations. We face competition
fromcompanieswithmoremodernvesselshavingmorefuelefficientdesignsthanourvessels, oreco
vessels, and ifnew dry bulkvessels are builtthat aremore efficient ormore flexible orhave longerphysical
livesthanthecurrentvessels,competitionfromthecurrentecovesselsandanymoretechnologically
advanced vessels could adverselyaffect the amountof charter hire paymentswe receive for ourvessels
and the resale value ofour vessels could significantly decrease. In these circumstances, we mayalso be
forced tocharter ourvessels toless creditworthycharterers, eitherbecause toptier charterswill notcharter
olderandlesstechnologicallyadvancedvesselsorwillonlychartersuchvesselsatlowercontracted
charterratesthanweareabletoobtainfromtheselesscreditworthy,secondtiercharterers.Similarly,
technologically advanced vessels are needed tocomply with environmental laws theinvestment in which
along with theforegoing could havea material adverseeffect on charterhire payments andresale value
of vessels. This couldhave an adverse effecton our results ofoperations, cash flows, financial condition
and ability to pay dividends.
Developments in technology could also affect globaltrade flows and supply chains causing disruptions in
thedemandforourvessels.Decreasingthecostoflaborthroughautomationanddigitizationand
increasingtheconsumerspowertodemandgoods,technologyischangingthebusinessmodelsand
production ofgoods in manyindustries. Consequently,supply chains arebeing pulled closerto the end-
customerandarerequiredtobemoreresponsivetochangingdemandpatterns.Asaresult,fewer
intermediate and raw inputs aretraded, which could lead toa decrease in shipping activity.If automation
and digitization become morecommercially viable and/or productionbecomes more regional orlocal, total
dry-bulkvolumes woulddecrease,which wouldadversely affectdemand forour services.Supply chain
disruptionscausedbygeopoliticalevents,risingtariffbarriersandenvironmentalconcernsmayalso
accelerate these trends.
We maynot have adequateinsurance tocompensate us ifwe loseour vessels orto compensate
third parties.
We procureinsurance forour fleetagainst riskscommonly insuredagainst byvessel ownersand operators.
Ourcurrentinsuranceincludeshullandmachineryinsurance,warrisksinsuranceandprotectionand
indemnityinsurance(whichincludesenvironmentaldamageandpollutioninsurance).Wecangiveno
assurance that we areadequately insured against all risksor that our insurerswill pay a particularclaim.
Even ifour insurancecoverage isadequate tocover ourlosses, wemay notbe ableto timelyobtain a
replacement vesselin the eventof a loss.Additionally, our insurers mayrefuse to payparticular claimsand
our insurance maybe voidable bythe insurers ifwe take, orfail to take,certain action, suchas failing to
maintain certification of our vessels with applicable maritime regulatory organizations. Furthermore, in the
future, wemay notbe ableto obtainadequate insurance coverageat reasonablerates forour fleet.We
may also besubject to calls,or premiums, inamounts based notonly on ourown claim recordsbut also
theclaimrecordsofallothermembersoftheprotectionandindemnityassociationsthroughwhichwe
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receiveindemnityinsurancecoveragefortortliability.Ourinsurancepoliciesalsocontaindeductibles,
limitationsandexclusionswhich,althoughwebelievearestandardintheshippingindustry,may
nevertheless increaseour costs. Inaddition, wedo not presentlycarry loss-of-hireinsurance, whichcovers
thelossofrevenueduringextendedvesseloff-hireperiods,suchasthosethatmightoccurduringan
unscheduled drydocking due to damage to the vessel from a major accident. Accordingly, any vessel that
is off hirefor an extended periodof time, due toan accident orotherwise, could have a materialadverse
effect on our business, results of operations and financial condition.
We are exposed to U.S. dollar and foreign currency fluctuations and devaluations that could harm
results of operations.
Wegenerate allof ourrevenues inU.S. dollarsbut incurapproximately 30%of ouroperating expenses
andaroundhalfofourgeneralandadministrativeexpensesincurrenciesotherthantheU.S.dollar,
primarily the Euro.Because a significantportion of ourexpenses is incurredin currencies otherthan the
U.S. dollar, our expensesmay from timeto time increaserelative to ourrevenues as aresult of fluctuations
in exchange rates, particularly between the U.S. dollar and the Euro, which could affect the amount of net
income thatwe reportin futureperiods. While wehistorically havenot mitigatedthe riskassociated with
exchange rate fluctuations through the use of financialderivatives, we may employ such instruments from
time to timein the futurein order tominimize this risk.Our use offinancial derivativeswould involvecertain
risks, including the risk that losses on a hedged position couldexceed the nominal amount invested in the
instrument andthe riskthat thecounterparty tothe derivativetransaction maybe unableor unwillingto
satisfy its contractual obligations, which could have an adverseeffect on our results.
We dependupon a fewsignificant customers for alarge part ofour revenues and theloss of one
or more of these customers could adversely affect our financial performance.
We have historicallyderived a significant partof our revenues froma small number ofcharterers. During
2025, 2024, and 2023, 29%, 11% and 13%, respectively, of our revenues were derived from two, one and
one charterers,respectively. If oneor moreof ourcharterers choosesnot tocharter ourvessels oris unable
to perform under one ormore charters with us andwe are not ableto find a replacementcharter, we could
suffer a loss of revenues that could adversely affect our financial condition and results of operations.
We are a holding company, and wedepend on the ability of our subsidiaries to distribute funds to
us in order to satisfy our financial obligations.
We are a holding company and our subsidiaries conduct all of our operations and own all of ouroperating
assets. Wehave no significantassets other thanthe equityinterests in oursubsidiaries. As aresult, our
ability to satisfy our financial obligations depends on our subsidiaries and their ability to distributefunds to
us. The abilityof our subsidiariesto make thesedistributions may becomesubject to restrictionscontained
inthosesubsidiaries’ financingagreementsand couldbeaffectedbyaclaimorotheractionby athird
party,includingacreditor,orbyMarshallIslandslawwhichregulatesthepaymentofdividendsby
companies.Ifweareunabletoobtainfundsfromoursubsidiaries,wemaynotbeabletosatisfyour
financial obligations.
Certain of our vesselsare owned through jointventures that we have enteredinto, and our views
abouttheoperationsofthosevesselsmaydifferfromourjointventurepartnersandadversely
affect our interest in the joint ventures.
Wehaveenteredintojointventurearrangements,pursuanttowhichweownminorityinterestsinfour
commissioning serviceoperation vesselsthrough WindwardOffshoreGmbH &Co. KG,in onedry bulk
vessel through Bergen Ultra, which however was sold in January 2026 and majority interestsin two 7,500
cbm LPG vessels underconstruction through EcogasHolding AS, scheduledfor delivery in 2027.We may
enter intoadditional joint venturearrangements in thefuture. Weshare voting andoperational control of
31
these joint venturesand the operationsof these vessels.Our joint venturepartners mayhave intereststhat
are differentfrom ourswhich may resultin conflicting viewsas tothe operationof thevessels owned by
the joint ventures or the conduct of the businessof the joint ventures. We may not be able to resolvesuch
conflictsinourfavorandsuchconflictsordifferingviewscouldhaveamaterialadverseeffectonour
interest in these joint ventures.
Because weare organizedunder thelaws ofthe MarshallIslands, itmay bedifficult toserve us
with legal process or enforce judgments against us, our directorsor our management.
We areorganized underthe lawsof theMarshall Islands,and substantiallyall ofour assetsare located
outside of the United States. In addition, the majority of our directors and officers are non-residents of the
United States, and all or a substantial portion of the assets of these non-residents are located outside the
United States.As aresult, itmay bedifficult orimpossible forsomeone tobring anaction againstus or
against theseindividuals intheUnitedStates iftheybelieve thattheirrightshave beeninfringed under
securities laws orotherwise. Even ifyou are successfulin bringing anaction of thiskind, the lawsof the
Marshall Islands and of other jurisdictions may prevent or restrict them from enforcing a judgment against
our assets or the assets of our directors or officers.
The international nature of our operations may make theoutcome of any bankruptcy proceedings
difficult to predict.
We are incorporated under the laws of the Republic of theMarshall Islands and we conduct operations in
countriesaroundtheworld.Consequently,intheeventofanybankruptcy,insolvency,liquidation,
dissolution, reorganization orsimilar proceeding involvingus orany ofour subsidiaries,bankruptcy laws
otherthanthoseoftheUnitedStatescouldapply.IfwebecomeadebtorunderU.S.bankruptcylaw,
bankruptcycourtsintheUnitedStatesmayseektoassertjurisdictionoverallofourassets,wherever
located, includingproperty situatedin other countries.There canbe no assurance,however, that we would
becomeadebtorintheUnitedStates,orthataU.S.bankruptcycourtwouldbeentitledto,oraccept,
jurisdiction over such abankruptcy case, orthat courts in othercountries that havejurisdiction over usand
our operations would recognize aU.S. bankruptcy court’s jurisdictionif any other bankruptcycourt would
determine it had jurisdiction.
If weexpand ourbusiness further,we mayneed toimprove ouroperating andfinancial systems
and will need to recruit suitable employees and crew for our vessels.
Our current operating and financialsystems may not be adequateif we further expand the sizeof our fleet
and our attempts toimprove those systems may beineffective. In addition, if weexpand our fleet further,
wewillneedtorecruitsuitableadditionalseafarersandshoresideadministrativeandmanagement
personnel. While we have notexperienced any difficulty in recruitingto date, we cannot guaranteethat we
willbeabletocontinuetohiresuitableemployeesifweexpandourfleet.Ifweorourcrewingagents
encounter business or financial difficulties, we may not be able to adequatelystaff our vessels.
Any future growth will primarily depend on our ability to:
●
locate and acquire suitable vessels;
●
identify and consummate acquisitions or joint ventures;
●
enhance our customer base;
●
manage our expansion; and
●
obtain required financing on acceptable terms.
32
Growinganybusinessbyacquisitionpresentsnumerousrisks,suchasundisclosedliabilitiesand
obligations, thepossibility thatindemnification agreementswill beunenforceable orinsufficient tocover
potentiallossesanddifficultiesassociatedwithimposingcommonstandards,controls,proceduresand
policies,obtainingadditionalqualifiedpersonnel,managingrelationships withcustomers,suppliersand
integrating newly acquired assets and operations into existing infrastructure. If weare unable to grow our
financial and operatingsystems or torecruit suitable employees,should we decideto expand ourfleet, our
financial performance may beadversely affected, among otherthings. We cannot give any assurancethat
we will besuccessful in executingany futuregrowth plans orthat we willnot incur significantexpenses and
losses in connection with our future growth.
We may have to pay tax on U.S. source income, which would reduceour earnings.
UndertheU.S.InternalRevenueCodeof1986, asamended,ortheCode,50%ofthegrossshipping
incomeofavessel-owningorcharteringcorporation,suchasourselvesandoursubsidiaries,thatis
attributable totransportation thatbegins orends, butthat doesnot bothbegin andend, inthe UnitedStates
is characterized asU.S. source shippingincome and suchincome is generallysubject to a4% U.S. federal
income taxwithout allowancefor deductions,unless thatcorporation qualifiesfor exemptionfrom tax under
Section 883 of the Code and the Treasury Regulations promulgated thereunder.
The applicationof the exemptionunder Section883 ofthe Codeis highlyfact-dependent. Thereare factual
circumstances beyond our control that could cause usto lose the benefit ofthis tax exemption in 2025 or
anyfutureyearsandtherebybecomesubjecttoU.S.federalincometaxonourU.S.sourceshipping
income. For example, in certain circumstances we may not qualify for exemption under Code Section883
foraparticulartaxableyearifshareholders,otherthan“qualifiedshareholders”,withafivepercentor
greater interest in our common shares owned, in the aggregate, 50% ormore of our outstanding common
shares for morethan half thedays during thetaxable year. Due tothe factual natureof the issuesinvolved,
we can give no assurances on our tax-exempt status or that of anyof our subsidiaries.
If we orour subsidiaries are notentitled to this exemptionunder Section 883 ofthe Code for anytaxable
year, we or our subsidiaries wouldbe subject for thoseyears to a 4%U.S. federal incometax on our gross
U.S.-source shipping income. The imposition of this taxationcould have a negative effect on our business
and wouldresult indecreased earningsavailable fordistribution toour shareholders,although, forthe 2025
taxable year, we estimateour maximumU.S. federalincome taxliability to beimmaterial if wewere subject
tothisU.S.federalincometax.See“Item10.AdditionalInformation—E.Taxation"foramore
comprehensive discussion of U.S. federal income tax considerations.
U.S. federal tax authoritiescould treat us asa “passive foreign investmentcompany”, which could
have adverse U.S. federal income tax consequences to U.S. shareholders.
A foreign corporation will be treated as a“passive foreign investment company”, or PFIC, for U.S. federal
income tax purposes ifeither (1) at least 75%of its gross incomefor any taxable yearconsists of certain
types of “passive income”or (2) at least 50% ofthe average value of thecorporation's assets produce or
areheldfortheproductionofthosetypesof“passiveincome.”Forpurposesofthesetests,“passive
income” includesdividends, interest,gains fromthe saleor exchangeof investmentproperty,and rents
and royaltiesother than rentsand royalties whichare receivedfrom unrelated partiesin connection with
theactiveconductofatradeorbusiness.Forpurposesofthesetests,incomederivedfromthe
performance of services does not constitute “passive income.” U.S. shareholders of a PFIC are subject to
a disadvantageousU.S. federalincome taxregime withrespect tothe incomederived bythe PFIC,the
distributions they receive from the PFIC and the gain, if any, they derive from the sale or other disposition
of their shares in the PFIC.
33
Based onour currentand proposedmethod ofoperation, wedo notbelieve thatwe willbe aPFIC with
respect to any taxableyear. In this regard, we intendto treat the gross incomewe derive or aredeemed to
derive fromour timechartering activitiesas servicesincome, ratherthan rentalincome. Accordingly,we
believe thatour incomefrom ourtime chartering activitiesdoes notconstitute “passiveincome,” and the
assets that we own and operate in connection withthe production of that income do not constitute assets
that produce or are held for the production of “passive income”.
ThereissubstantiallegalauthoritysupportingthispositionconsistingofcaselawandU.S.Internal
Revenue Service, or “IRS”, pronouncements concerning the characterization of income derived from time
charters and voyage charters as services income for othertax purposes. However, it should be noted that
thereisalsoauthoritywhichcharacterizestimecharterincomeasrentalincomeratherthanservices
income for other taxpurposes. Accordingly,no assurance can be giventhat the IRS or acourt of law will
accept this position, and there is a riskthat the IRS or a court oflaw could determine that we are a PFIC.
Moreover, no assurance can begiven that wewould not constitutea PFIC for anyfuture taxable yearif the
nature and extent of our operations changed.
If theIRS ora courtof lawwere tofind thatwe areor havebeen aPFIC forany taxableyear,our U.S.
shareholders wouldface adverseU.S. federalincome taxconsequences. Underthe PFICrules, unless
those shareholders makean election availableunder the Code(which election coulditself have adverse
consequences for such shareholders),such shareholders wouldbe subject toU.S. federal incometax at
the thenprevailing U.S.federal incometax rateson ordinaryincome plusinterest uponexcess distributions
and upon any gainfrom the disposition ofour common stock,as if the excessdistribution or gainhad been
recognized ratablyover theshareholder's holdingperiod ofour commonstock. See“Item 10.Additional
Information—E.Taxation–UnitedStatesTaxationofU.S.Holders–PFICStatusandSignificantTax
Consequences" fora morecomprehensive discussionof theU.S. federalincome taxconsequences toU.S.
holders of our common stock if we are or were to be treated as a PFIC.
Changes in taxlaws and unanticipatedtax liabilities couldmaterially and adverselyaffect the taxes
we pay, results of operations and financial results.
Our resultsof operationsand financialresults maybe affected bytax andother initiativesaround theworld.
For instance, thereis a highlevel of uncertaintyin today’s taxenvironment stemming fromglobal initiatives
putforthbytheOrganisationforEconomicCo-operationandDevelopment’s(“OECD”)two-pillarbase
erosion and profitshifting project. InOctober 2021, membersof the OECDput forth twoproposals: (i)Pillar
One reallocatesprofit tothe marketjurisdictions wheresales ariseversus physicalpresence forcompanies
withglobalrevenuesofmorethan€20billion;and(ii)PillarTwocompelsmultinationalcorporations
with €750 millionor morein annualrevenue topay aglobal minimumtax of15% onincome receivedin
eachcountryinwhichtheyoperate. Thereformsaimtoleveltheplayingfieldbetweencountriesby
discouraging them fromreducing their corporateincome taxesto attract foreignbusiness investment.Over
140 countriesagreed toenact thetwo-pillar solutionto addressthe challengesarising fromthe digitalization
of the economy and, in 2024, theseguidelines were declared effective and mustnow be enacted by those
OECD member countries. It ispossible that these guidelines, including the global minimumcorporate tax
rate measure of 15%, could increase the burden and costs of our tax compliance,the amount of taxes we
incur in thosejurisdictions and ourglobal effective taxrate, which could havea material adverseimpact on
our results of operations and financial results.
Risks Relating to Our Common Stock
We cannotassure you thatour board ofdirectors will continue todeclare dividends on sharesof
our common stock in the future.
In order to position us to take advantage of market opportunities in a then-deteriorating market, our board
of directors, beginning with the fourth quarter of 2008, suspendedour common stock dividend. As a result
34
of improving market conditions in 2021, ourboard of directors elected to declare quarterly dividends from
the fourth quarter of 2021 until thefourth quarter of 2025 and twospecial non-cash dividends. The actual
declaration of futurecash dividends, andthe establishment ofrecord and paymentdates, is subjectto final
determinationbyourboardofdirectorseachquarterafteritsreviewofthecompany'sfinancial
performance.Wecannotassureyouthatourboardofdirectorswilldeclareandpaydividendsgoing
forward. Our dividend policyis assessed byour board ofdirectors from time totime, based onprevailing
market conditions,available cash, uses of capital, contingent liabilities, the terms of our loan facilities, our
growth strategy and othercash needs, the requirementsof Marshall Islands lawand other factors deemed
relevant toourboard ofdirectors.Inaddition, otherexternal factors,such aswhenourlenders impose
restrictionsonourabilitytopaydividends,mayaffectourdividendpolicy.Underthetermsofour
agreements, wemay notbe permittedto paydividends thatwould resultin anevent ofdefault orif anevent
of default has occurred and is continuing.
Our strategy contemplates that we will finance the acquisition of additional vessels through a combination
of debtand equityfinancing onterms acceptableto us.If financingis notavailable tous onacceptable
terms, our boardof directorsmay determine tofinance or refinanceacquisitions with cashfrom operations,
which could also reduce or even eliminate the amount of cash availablefor the payment of dividends.
MarshallIslandslawgenerallyprohibitsthepaymentofdividendsotherthanfromsurplus(retained
earnings andthe excessof considerationreceived forthe saleof sharesabove thepar valueof theshares),
or whilea companyis insolventor wouldbe renderedinsolvent bythe paymentof sucha dividend.We
may not have sufficient surplus in the future to pay dividends.
Inaddition, ourability topay dividendsto holdersof ourcommon shareswill besubject tothe rightsof
holdersofourSeriesBPreferredShares,whichrankseniortoourcommonshareswithrespectto
dividends,distributions andpaymentsuponliquidation. Nocash dividendmaybepaidonourcommon
stock unless full cumulative dividends have been or contemporaneously are being paid or provided for on
all outstandingSeries BPreferred Sharesfor allprior andthe then-endingdividend periods.Cumulative
dividendsonourSeriesBPreferredSharesaccrueatarateof8.875%perannumper$25.00stated
liquidation preferenceper SeriesB PreferredShare, subjectto increaseupon theoccurrence ofcertain
events, and are payable, as and ifdeclared by our board of directors,on January 15, April 15, July15 and
October 15 of each year, or, if any such dividend payment date otherwise wouldfall on a date that is not a
businessday,theimmediately succeedingbusinessday.Foradditional informationaboutourSeriesB
Preferred Shares, please see the section entitled "Description of Registrant's Securities to be Registered"
of ourregistration statementon Form8-A filedwith theSEC onFebruary 13,2014 andincorporated by
reference herein.
Themarketpricesandtradingvolumeofoursharesofcommonstockmayexperiencerapidand
substantial pricevolatility, whichcould causepurchasers ofour commonstock toincur substantial
losses.
Our shares of our common stock may experiencesimilar rapid and substantial price volatility unrelated
to our financialperformance, whichcould cause purchasersof our commonstock to incursubstantial
losses,whichmaybeunpredictableandnotbearanyrelationshiptoourbusinessandfinancial
performance. Extreme fluctuations inthe market price ofour common stock mayoccur in response to
strongandatypicalretailinvestorinterest,includingonsocialmediaandonlineforums,thedirect
access by retail investorsto broadly available tradingplatforms, the amount andstatus of short interest
inourcommonstockandourothersecurities,accesstomargindebt,tradinginoptionsandother
derivatives on our shares of commonstock and any related hedgingand other trading factors:
Ifthereisextrememarketvolatilityandtradingpatternsinourcommonstock,itmaycreateseveral
risks for purchasers ofour shares, including the following:
35
●
the marketpriceof ourcommon stockmayexperiencerapid andsubstantialincreases or
decreasesunrelatedtoouroperatingperformanceorprospects,ormacroorindustry
fundamentals;
●
ifourfuturemarketcapitalizationreflectstradingdynamicsunrelatedtoourfinancial
performance orprospects, purchasersof ourcommon stockcould incursubstantial losses
as prices decline oncethe level of market volatilityhas abated;
●
if thefuture marketprice ofour commonstock declines,purchasers ofshares ofcommon
stock may beunable to resellsuch shares ator above theprice at whichthey acquired them.
We cannotassure suchpurchasers thatthe marketof ourcommon stockwill notfluctuate
or decline significantly inthe future, in which caseinvestors could incur substantiallosses.
Further, we mayincur rapid andsubstantial increasesor decreasesin our commonstock price inthe
foreseeable futurethat maynot coincidein timingwith thedisclosure ofnews ordevelopments byor
affecting us.Accordingly, themarket priceof ourcommon stockmay fluctuatedramatically, andmay
declinerapidly,regardlessofanydevelopmentsinourbusiness.Overall,therearevariousfactors,
manyofwhicharebeyondourcontrol,thatcouldnegativelyaffectthemarketpriceofourcommon
stock or result influctuations in the price or tradingvolume of our commonstock, including:
●
actual or anticipated variations in our annual or quarterlyresults of operations, including our
earnings estimates and whether wemeet market expectations with regardto our earnings;
●
our ability to pay dividends orother distributions;
●
publicationofresearchreportsbyanalystsorothersaboutusortheshippingindustryin
which weoperate whichmay beunfavorable, inaccurate,inconsistent ornot disseminated
on a regular basis;
●
changes in market valuations of similarcompanies;
●
market reactionto anyadditionalequity, debtor othersecurities thatwe mayissue inthe
future, and which may ormay not dilute the holdingsof our existing stockholders;
●
additions or departures of keypersonnel;
●
actions by institutional orsignificant stockholders;
●
short interest in ourcommon stock or ourother securities and the marketresponse to such
short interest;
●
thedramaticincreaseinthenumberofindividualholdersofourcommonstockandtheir
participation in social media platformstargeted at speculative investing;
●
speculation in the press or investment community about our company or industries in which
we operate;
●
strategic actions by us orour competitors, such as strategicalliances, acquisitions or other
investments;
●
legislative, administrative, regulatory orother actions affecting our business,our industry;
●
investigations, proceedings, or litigationthat involve or affectus;
36
●
the occurrence of any of theother risk factors included inthis annual report; and
●
general state of the securities markets,and general market andeconomic conditions.
Since we areincorporated in theMarshall Islands, whichdoes not have awell-developed body of
corporate law, youmay have more difficultyprotecting your interests thanshareholders of a U.S.
corporation.
Our corporate affairs are governed by our amended and restated articles of incorporation and bylaws and
bytheMarshallIslandsBusinessCorporationsAct,ortheBCA.TheprovisionsoftheBCAresemble
provisions of thecorporation laws ofa number ofstates in theUnited States. However,there have been
few judicial cases in theMarshall Islands interpreting the BCA.The rights and fiduciary responsibilitiesof
directors under thelaws of theMarshall Islands arenot as clearlyestablished as therights and fiduciary
responsibilities ofdirectors under statutesor judicialprecedent in existencein the UnitedStates. Therights
ofshareholdersoftheMarshallIslandsmaydifferfromtherightsofshareholdersofcompanies
incorporated in the United States. While the BCAprovides that it is to be interpreted according to the laws
of the State of Delaware and other states with substantially similar legislative provisions, there have been
few, if any, courtcases interpretingthe BCAin theMarshall Islandsand wecannot predictwhether Marshall
Islands courtswould reachthe sameconclusions asU.S. courts.Thus, youmay havemore difficultyin
protecting yourinterests inthe faceof actionsby themanagement, directorsor controllingshareholders
thanwouldshareholdersofacorporationincorporatedinaU.S.jurisdictionwhichhasdevelopeda
relatively more substantial body of case law.
We are a“foreign private issuer” under theNYSE rules, and as such weare entitled to exemption
from certain NYSEcorporate governance standards,and you maynot have thesame protections
afforded toshareholders ofcompanies thatare subjectto allof theNYSE corporategovernance
requirements.
We are a “foreign private issuer” under thesecurities laws of the United Statesand the rules of the NYSE.
Under the securities laws ofthe United States, “foreign privateissuers” are subject to differentdisclosure
requirements than U.S. domiciledregistrants, as wellas different financialreporting requirements. Under
the NYSE rules, a “foreign privateissuer” is subject to less stringent corporategovernance requirements.
Subject tocertain exceptions,therules oftheNYSE permita “foreignprivate issuer”to followits home
country practice in lieu of the listing requirements of the NYSE.
Accordingly, you maynot havethe sameprotections affordedto shareholdersof companiesthat aresubject
to all of theNYSE corporate governance requirements. For alist of the practices followedby us in lieuof
NYSE’s corporategovernance rules, werefer you tothe section ofthis annual reportentitled "Corporate
Governance" under Item 16G.
As aMarshall Islandscorporation andwith someof oursubsidiaries beingMarshall Islandsentities
andalsohavingsubsidiariesinotheroffshorejurisdictions,ouroperationsmaybesubjectto
economic substance requirements, which could impact our business.
WeareaMarshallIslandscorporationandsomeofoursubsidiariesareMarshallIslandsentities.The
Marshall Islands hasenacted economic substance lawsand regulations with whichwe may beobligated
tocomply.WebelievethatweandoursubsidiariesarecompliantwiththeMarshallIslandseconomic
substance requirements. However, if there were a change in the requirements or interpretation thereof, or
if there werean unexpectedchange toour operations,any suchchange couldresult innoncompliance with
the economic substance legislation andrelated fines or otherpenalties, increased monitoring and audits,
and dissolution of the non-compliant entity,which could have an adverse effect on our business, financial
condition or operating results.
37
EU Finance ministers rate jurisdictions for tax rates and tax transparency,governance and real economic
activity.Countries that areviewed by suchfinance ministers asnot adequately cooperating,including by
not implementing sufficientstandards inrespect of theforegoing, may beput on a“grey list” ora “blacklist”.
Effective asof October 17,2023 the MarshallIslands hasbeen designated asa cooperatingjurisdiction
for taxpurposes. Ifthe MarshallIslands isadded tothe listof non-cooperativejurisdictions inthe future
and sanctions or other financial, tax or regulatory measures were applied byEuropean Member States to
countries onthe listor furthereconomic substance requirementswere imposedby theMarshall Islands,
our business could be harmed.
Certain existingshareholders willbe ableto exertconsiderable influenceover matterson which
our shareholders are entitled to vote.
Asofthedateofthisannualreport,Ms.SemiramisPaliou,ourChiefExecutiveOfficerandDirector,
beneficially owns 27,809,560 shares, or approximately 21.5% ofour outstanding common stock, which is
heldindirectlythroughentitiesoverwhichsheexercisessolevotingpower.Ms.Palioucontrols 10,675
shares ofSeries CPreferred Stock,par value$0.01 pershare, issuedon January31, 2019,and 400shares
of Series DPreferred Stock,issued onJune 22,2021. TheSeries C PreferredStock votewith our common
shares andeach shareof theSeries CPreferred Stockentitles theholder thereofto 1,000votes onall
matters submitted to a vote of the common stockholders of the Issuer.The Series D Preferred Stock vote
withthecommonshares oftheCompany,andeach shareoftheSeries DPreferredStockentitles the
holder thereofto upto 200,000votes, onall matterssubmitted toa voteof thestockholders ofthe Company,
provided however, thatto the extent thetotal number of votes oneor more holders of SeriesD Preferred
Stock is entitledto vote (includingany voting powerof such holdersderived from SeriesD PreferredStock,
shares ofCommon Stockor anyother votingsecurity ofthe Companyissued andoutstanding asof the
date hereof orthat may beissued in thefuture) on anymatter submitted toa vote ofstockholders of the
Companywouldexceed36%ofthetotalnumberofvoteseligibletobecastonsuchmatter,thetotal
number ofvotes thatholders ofSeries DPreferred Stockmay exercisederived fromthe SeriesD Preferred
Stock together withCommon Shares andany other votingsecurities of theCompany beneficially owned
by such holder,shall be reduced to 36% ofthe total number of votes entitled tovote on any matter put to
stockholders of the Company.Through her beneficial ownership of common sharesand shares of Series
CPreferredStockandSeriesDPreferredStock,Ms.Palioucontrols36%ofthevoteofanymatter
submitted to the voteof the common shareholders.Please see "Item 7.Major Shareholders and Related
Party Transactions—A.Major Shareholders."While Ms.Paliou andthe entitiescontrolled byMs. Paliou
have noagreement, arrangementor understandingrelating tothe votingof theirshares ofour common
stock, theyare ableto influencethe outcomeof matterson whichour shareholdersare entitledto vote,
including the election of directors and other significant corporate actions. This concentration of ownership
mayhavetheeffectofdelaying,deferringorpreventingachangeincontrol,merger,consolidation,
takeover or otherbusiness combination.This concentration ofownership couldalso discourage apotential
acquirer frommaking atender offer orotherwise attemptingto obtaincontrol ofus, whichcould inturn have
an adverse effecton the marketprice of ourshares. So longas ourChief Executive Officercontinues to
own a significant amountof our equity,even though the amountheld by her representsless than 50% of
our voting power,she will continue tobe able to exerciseconsiderable influence over ourdecisions. The
interests of these shareholders may be different from your interests.
Future sales of our common stock could cause the market priceof our common stock to decline.
Our amendedand restatedarticles ofincorporation authorizeus toissue upto 1,000,000,000shares of
common stock, of which, asof December 31, 2025, 115,787,434 shares were outstanding.The number of
shares ofcommon stock availablefor salein the publicmarket is limitedby restrictions applicableunder
securities lawsand agreementsthat weand ourexecutive officers,directors andprincipal shareholders
have entered into.
38
Sales of a substantialnumber of shares of ourcommon stock in the publicmarket, or the perception that
thesesalescouldoccur,maydepress themarketpriceforourcommonstock.Thesesalescouldalso
impair our ability to raise additional capital through the sale of our equitysecurities in the future.
Anti-takeoverprovisionsinourorganizationaldocumentscouldmakeitdifficultforour
shareholders toreplace orremove ourcurrent boardof directorsor havethe effectof discouraging,
delaying orpreventing amerger oracquisition, whichcould adverselyaffectthe marketprice of
our common stock.
Several provisions of our amended andrestated articles of incorporation andbylaws could make it difficult
for our shareholders to change the composition of our boardof directors in any one year, preventing them
from changing the compositionof management. In addition,the same provisionsmay discourage, delayor
prevent a merger or acquisition that shareholders may considerfavorable.
These provisions include:
●
authorizingour boardof directorstoissue “blankcheck” preferredstock withoutshareholder
approval;
●
providing for a classified board of directors with staggered, three-yearterms;
●
prohibiting cumulative voting in the election of directors;
●
authorizingtheremoval ofdirectorsonly forcause andonlyupontheaffirmativevoteofthe
holdersofamajorityoftheoutstanding sharesofourcommonstockentitledtovoteforthe
directors;
●
prohibiting shareholder action by written consent;
●
limiting the persons who may call special meetings of shareholders;and
●
establishing advance notice requirements for nominations for election to our board of directors
or for proposing matters that can be acted on by shareholders at shareholdermeetings.
In addition, we have adopted an Amended and RestatedStockholders Rights Agreement, dated February
2,2024, pursuanttowhich ourboard ofdirectors maycause thesubstantial dilutionofany personthat
attempts to acquire us withoutthe approval of our boardof directors. See “Item 10.Additional Information-
B. Memorandum and Articles of Association-Stockholders RightsAgreement.”
Theseanti-takeoverprovisions,includingprovisionsofourStockholdersRightsAgreement,could
substantially impede the ability of public shareholders to benefit from a change in control and, as a result,
may adversely affect themarket price of ourcommon stock andyour ability torealize any potentialchange
of control premium.
Our Series B Preferred Sharesare senior obligations of oursand rank prior to our commonshares
withrespecttodividends,distributionsandpaymentsuponliquidation,whichcouldhavean
adverse effect on the value of our common shares.
The rights of the holdersof our Series B Preferred Sharesrank senior to the obligations toholders of our
common shares. Upon our liquidation, the holders of SeriesB Preferred Shares will be entitled to receive
a liquidation preferenceof $25.00 per share,plus all accrued butunpaid dividends, prior andin preference
to any distribution to the holders of any other class of our equity securities, including our common shares.
39
The existence of the Series B PreferredShares could have an adverse effect on the valueof our common
shares.
Risks Relating to Our Series B Preferred Stock
We may not havesufficient cash from our operations toenable us to pay dividends onour Series
B Preferred Shares following the payment of expenses and the establishmentof any reserves.
Wepay quarterlydividends onour SeriesB PreferredShares onlyfrom fundslegally availablefor such
purpose when,as andifdeclared byour boardofdirectors. Wemaynot havesufficientcash available
eachquarter topay dividends.The amountofdividends wecan payon ourSeries BPreferred Shares
depends upon the amount of cash we generate from and use inour operations, which may fluctuate.
Theamount ofcash wehaveavailable fordividends onour SeriesB PreferredShares willnotdepend
solely on ourprofitability. Theactual amount of cashwe have available topay dividends on ourSeries B
Preferred Shares depends on many factors, includingthe following:
●
changes inour operatingcash flow, capital expenditurerequirements, workingcapital requirements
and other cash needs;
●
restrictions under our existing or future credit facilities or any future debt securitieson our ability to
pay dividends if anevent of default hasoccurred and iscontinuing or ifthe payment of thedividend
would result inan event ofdefault, or undercertain facilitiesif it wouldresult in thebreach of certain
financial covenants;
●
the amount of any cash reserves established by our board of directors;and
●
restrictions underMarshall Islandslaw,which generallyprohibits thepayment ofdividends other
than fromsurplus (retainedearnings andthe excessof considerationreceived forthe saleof shares
above the par value of the shares) or while a company is insolvent or would be rendered insolvent
by the payment of such a dividend.
The amount of cash we generate from our operations may differ materiallyfrom our net income or loss for
the period, whichis affected bynon-cash items, andour board ofdirectors in its discretionmay elect not
to declareany dividends.As aresult ofthese andthe otherfactors mentionedabove, wemay paydividends
duringperiodswhenwerecordlossesandmaynotpaydividendsduringperiodswhenwerecordnet
income.
The Series B Preferred Shares represent perpetual equityinterests.
The Series BPreferred Shares representperpetual equity interestsin us and,unlike our indebtedness,will
not giverise toa claim forpayment of aprincipal amount ata particular date.As aresult, holders ofthe
SeriesB PreferredShares maybe requiredtobear thefinancial risksofan investmentin theSeries B
Preferred Shares for an indefinite periodof time. In addition, the SeriesB Preferred Shares will rank junior
to all ourindebtedness and otherliabilities, and toany other seniorsecurities we mayissue in thefuture
with respect to assets available to satisfy claims against us.
Our SeriesB PreferredShares aresubordinate toour indebtedness,and yourinterests couldbe
dilutedbytheissuanceofadditionalpreferredshares,includingadditionalSeriesBPreferred
Shares, and by other transactions.
Our Series B Preferred Shares are subordinated to all of our existing and future indebtedness. Therefore,
our ability to pay dividends on, redeemor pay the liquidation preference onour Series B Preferred Shares
40
in liquidation orotherwise may besubject to priorpayments due tothe holders ofour indebtedness. Our
existing indebtedness restricts, and our future indebtedness may include restrictions on, ourability to pay
dividends onorredeem preferredshares. Ouramended andrestatedarticles ofincorporation currently
authorize the issuanceof up to50,000,000 preferredshares, par value$0.01 per share.Of these preferred
shares, 1,000,000 shares have beendesignated Series A ParticipatingPreferred Stock, 5,000,000 shares
have beendesignated SeriesB PreferredShares, 10,675are designatedas SeriesC PreferredShares
and 400 are designated asSeries D Preferred Shares. TheSeries B Preferred Shares aresenior in rank
to theSeries AParticipating PreferredShares. Theissuance ofadditional SeriesB PreferredShares or
other preferred shareson a paritywith or seniorto the Series BPreferred Shares woulddilute the interests
of holders of ourSeries B Preferred Shares, and any issuanceof preferred shares senior toour Series B
Preferred Shares or of additional indebtedness could affect our ability to pay dividends on, redeem or pay
the liquidation preferenceon our SeriesB Preferred Shares.The Series BPreferred Shares donot contain
any provisionsaffording theholders ofour SeriesB PreferredShares protectionin theevent ofa highly
leveraged or other transaction,including a merger or thesale, lease or conveyanceof all or substantially
all our assetsor business, which mightadversely affect theholders of our SeriesB Preferred Shares, so
long as the rights of our Series B Preferred Shares are not directlymaterially and adversely affected.
We may redeem theSeries B PreferredShares, and youmay not beable to reinvestthe redemption
price you receive in a similar security.
Since February 14, 2019, wemay, at our option, redeem Series B Preferred Shares,in whole or in part, at
any time or from time to time. We may have an incentive to redeem Series B Preferred Shares voluntarily
if market conditions allow usto issue other preferred sharesor debt securities at arate that is lower than
the dividendon theSeries BPreferred Shares.If weredeem SeriesB PreferredShares, thenfrom and
after theredemption date,your dividendswill ceaseto accrueon yourSeries BPreferred Shares,your
Series B Preferred Shares shall no longer be deemed outstanding and all your rights as a holder of those
shareswillterminate,excepttherighttoreceivetheredemptionpriceplusaccumulatedandunpaid
dividends, if any,payable upon redemption. Ifwe redeem theSeries B PreferredShares for anyreason,
you may not be able to reinvest the redemption price you receivein a similar security.
Market interest rates may adversely affect the value of our Series B PreferredShares.
One ofthe factors thatmay influence theprice ofour Series BPreferred Shares isthe dividend yieldon
the Series B Preferred Shares(as a percentage of theprice of our Series BPreferred Shares) relative to
marketinterestrates.Anincreaseinmarketinterestrates,whicharecurrentlyatlowlevelsrelativeto
historicalrates,mayleadprospectivepurchasersofourSeriesBPreferredSharestoexpectahigher
dividend yield, andhigher interest rateswould likely increaseour borrowing costsand potentially decrease
funds available fordistribution. Accordingly,higher marketinterest rates couldcause themarket price of
our Series B Preferred Shares to decrease.
As a holder of Series B Preferred Shares you have extremelylimited voting rights.
Your voting rights as a holder of SeriesB Preferred Shares areextremely limited. Our commonshares are
the only outstanding class or series of our shares carrying full voting rights. Holders of Series B Preferred
Shares haveno votingrights otherthan theability,subject tocertain exceptions,to electone directorif
dividends for sixquarterly dividendperiods (whetheror not consecutive)payable onour Series BPreferred
Shares are in arrears and certain other limited protective votingrights.
OurabilitytopaydividendsonandtoredeemourSeriesBPreferredSharesislimitedbythe
requirements of Marshall Islands law.
Marshall Islandslaw provides thatwe maypay dividends onand redeem theSeries BPreferred Shares
only to theextent that assetsare legally availablefor such purposes.Legally availableassets generallyare
41
limited to our surplus, which essentially represents our retained earnings andthe excess of consideration
received by us forthe sale of sharesabove the par valueof the shares. Inaddition, under MarshallIslands
law wemay notpay dividendson orredeem SeriesB PreferredShares ifwe areinsolvent orwould be
rendered insolvent by the payment of such a dividend or the makingof such redemption.
The amount of yourliquidation preference isfixed and you willhave no rightto receive any greater
payment regardless of the circumstances.
Thepaymentdueuponliquidationisfixedattheredemptionpreferenceof$25.00pershareplus
accumulated andunpaid dividendstothedateofliquidation. If,in thecase ofourliquidation, thereare
remainingassetstobe distributedafterpaymentofthisamount,youwillhaveno righttoreceiveorto
participate in theseamounts. Furthermore,if the marketprice for yourSeries B PreferredShares is greater
thantheliquidationpreference,youwillhavenorighttoreceivethemarketpricefromusuponour
liquidation.
Risks Relating to Our Outstanding Warrants
The issuanceof ourcommon stockupon theexercise ofthe Warrants maydepress ourstock price.
AsofDecember 31,2025,we haveissued 9.9million sharesof commonstockand wecould issueup
to 27.1million additional sharesofcommonstockinconnectionwiththeexerciseoftheWarrants.The
issuances ofthe sharesof commonstock uponexercise ofthe Warrantsand theresale ofsuch shares
after their issuance,or the perception thatsuch sales could occur,could result indownward pressure on
ourstockpriceandcouldimpactourability toraisecapitalthrough thesaleofadditional sharesinthe
future. See“Item 4. Informationon theCompany— A.History anddevelopment ofthe Company—Warrant
Distribution" for a more detailed discussion of our Warrants.
Item 4.Information on the Company
A.History and development of the Company
Diana Shipping Inc. is a holding companyincorporated under the laws of Liberia inMarch 1999 as Diana
ShippingInvestmentsCorp.InFebruary2005,theCompany’sarticlesofincorporationwereamended.
Under the amendedand restated articlesof incorporation, theCompany wasrenamed Diana ShippingInc.
and was re-domiciled from the Republicof Liberia to the Republic ofthe Marshall Islands.Our executive
officesare locatedat Pendelis16,175 64Palaio Faliro,Athens, Greece.Our telephonenumber atthis
address is +30-210-947-0100. Our agent and authorized representative in the United States is our wholly
ownedsubsidiary,BulkCarriers(USA)LLC,established inSeptember2006,intheStateofDelaware,
which is locatedat 2711 Centerville Road, Suite400, Wilmington, Delaware19808. The SECmaintains an
Internetsitethatcontainsreports,proxyandinformationstatements,andotherinformationregarding
issuers that file electronically withthe SEC. The address ofthe SEC's Internet siteis http://www.sec.gov.
The address ofthe Company'sInternet site is
http://www.dianashippinginc.com
. The informationcontained
on or connected to our website is not part of this annual report.
Recent Developments
Genco Acquisition Proposal
During 2025, we acquired 6,413,151 shares of common stockof Genco Shipping and TradingLimited, or
Genco, representingapproximately 14.8%of Genco’soutstanding sharesfor $103.5million. OnNovember
24, 2025, we submittedto Genco’s board of directorsa proposal to acquireall of the outstandingshares of
Gencowe didnot alreadyown fora priceof $20.60per sharein cash.OnJanuary 16,2026, following
42
Genco’s rejection of our proposal we announced our intention to nominate a slate of independent director
candidates for electionon the Gencoboard. On March6, 2026, we increasedour offer to $23.50per share
in cash. This acquisition proposal would be financed by a $1.43 billion fully committed facility arranged by
DNBCarnegie andNordea,andwithparticipation ofotherinternational banks.Alsoon March6,2026,
Diana entered into adefinitive agreement withStar Bulk Carriers Corp.,or Star Bulk,to acquire 16vessels
of Genco for $470.5 million in cash upon, and subject to, the consummationof an acquisition of Genco by
Diana.
Joint Venture Agreements
InNovember2023,weenteredintoajointventureagreement,withtwounrelatedcompaniestoform
WindwardOffshoreGmbH&Co.KG,orWindward,forthepurposeofestablishingandoperatingan
offshore windvessel company.Weagreed tocontribute Euro25.0 million,being 45.45%of Windward’s
capital, toconstruct twoCSOVs. InJanuary 2024,we increasedour commitmentto Euro50.0 million,being
45.87% ofWindward’s capitalin orderfor thepartnership toplace ordersfor twoadditional CSOVs.On
May 5, 2025, a new partner was admitted to Windward which reduced our ownership percentage to 34%.
In 2023,2024 and 2025,we invested Euro9.7 million or$10.3 million, Euro25.0million or$27.1 million
and Euro7.6 million or$8.0 million,respectively and in2025 afterthe admissionof thenew partner,we
received Euro3.1 millionor $3.5million, asreturn ofcapital. Asof thedate ofthis annualreport, weinvested
Euro 1.3 million or $1.5 million and the remaining commitment amountsto Euro 9.4 million.
On March 12, 2025,we entered into ajoint venture agreement withan unrelated party toestablish Ecogas
Holding AS,pursuant towhich weagreed tocontribute $18.5million, being80.0% interestsof twoLPG
newbuildingvesselswithdeliveryin2027.During2025,weinvested$10.2millionoutofthetotal
commitment.
In November 2025, Bergen UltraLP,a limited partnership in whichwe have 25% interest,agreed to sell to
an unrelated third party,the vessel DSI Drammen,for $26.4 million. The vessel was delivered to hernew
owners on January 9, 2026and we received $3.7 million as return of capital.
Tender offer
InDecember 2024,weannouncedthecommencement ofatenderoffertopurchaseupto15,000,000
shares,orabout12.0%,ofouroutstandingcommonstockusingfundsavailablefromcashandcash
equivalentsatapriceof$2.00pershare.ThetenderofferwassettledonJanuary7,2025andwe
purchased a total of 11,442,645 shares of common stock for an aggregate amount of $23.0 million.
Dividends
OnMarch 21,2025, wepaidacash dividendof $0.01per share,or$1.2 million,toallshareholders of
record as of March 12, 2025.
On June 24, 2025,we paid a cashdividend of $0.01per share, or $1.2 million,to shareholders of record
as of June 17, 2025.
On September
11
, 2025,we paida cashdividend of$0.01 pershare, or $1.2million, toshareholders of
record as of August 21, 2025.
On December17, 2025,we paida cashdividend of$0.01 pershare, or$1.2 million,to shareholdersof
record as of December 8, 2025.
On February 26, 2026, we declared a cash dividend of $0.01per share, or $1.2 million, payable on March
18, 2026 to shareholders of record as of March 11, 2026.
43
Loans
On September 29, 2025, we signed a $55 million six-year secured term loan facility with National Bank of
Greece S.A. The full amount was drawn down immediately.The new loan maturing in September 2031 is
secured by five vessels.
Warrant Distribution
On December 14, 2023,we issued warrants topurchase common shares (the “Warrants”)to the holders
of record of Common Stockas of the close ofbusiness on December 6, 2023 (the“Record Date”) on the
terms and conditions described in the Warrant Agreement (as defined below and attached as exhibit 2.10
to thisannual report). Eachholder received oneWarrant forevery five sharesof issued andoutstanding
shares of common stock held as of theRecord Date (rounded down to the nearest whole number forany
fractionalWarrant).EachWarrantentitlestheholdertopurchase,attheholder’ssoleandexclusive
election,attheexerciseprice,oneshareofcommonstock,subjecttoadjustments,plustotheextent
describedbelow,theBonusShareFraction.ABonusShareFractionentitlesaholdertoreceivean
additional 0.5 ofa shareof common stockfor each Warrantexercised (the“Bonus Share Fraction”)without
payment ofany additionalexercise price,also subjectto adjustments.Since thedividend ex-Dateon March
11
, 2026, eachWarrant entitles theholder to purchase 1.12097shares of common stockplus the Bonus
Share Fraction adjusted to 0.56050 of a share of common stockfor each Warrant exercised.
The rightto receivethe BonusShare Fractionwill expireat 5:00p.m. NewYork City time (the“Bonus Share
Expiration Date”) uponthe earlier of (i)the date specifiedby the Registrantupon not less than20 business
days’noticeand(ii)thefirstbusinessdayfollowingthelastdayofthefirst30consecutive tradingday
periodinwhichthedailyVWAPofthesharesofcommonstockhasbeenatleastequaltothethen
applicabletriggerpriceforatleast20tradingdays(whetherornotconsecutive)(the“BonusPrice
Condition”). Any Warrantexercised with anexercise date afterthe Bonus ShareExpiration Date willnot be
entitled to any Bonus ShareFraction. The Company willmake a public announcementof the Bonus Share
Expiration Date(i) at least20 business daysprior tosuch date, inthe caseof the Companysetting aBonus
Share Expiration Dateand (ii) priorto marketopen on theBonus Share ExpirationDate in thecase ofa
Bonus Price Condition.
Unless earlier redeemed, the Warrants will expireand cease to be exercisable at5:00 p.m. New York City
time on December 14, 2026 (the “Expiration Date”).
In connection with the Warrant distribution, we filed a prospectussupplement, dated December 14, 2023,
pursuant to a shelf registration statementon Form F-3 declared effectiveon July 9, 2021, registeringup to
33,919,605 shares of common stock to be issued uponexercise of the Warrants under theSecurities Act
of1933, asamended.Theshelfregistrationstatement onFormF-3declaredeffectiveonJuly9,2021
expiredandtheWarrantdistributionisnowbeingofferedpursuanttoourexistingshelfregistration
statement on Form F-3 declared effective on September 9, 2024.
TheWarrantscommencedtradingontheNewYorkStockExchangeundertheticker“DSXWS”on
December 14, 2023.
As ofthe dateof thisannual report,out ofthe 22,613,070Warrants distributedin thistransaction, 6,410,343
Warrants have been exercised and 9,866,677 common shares have been issued.
Appointment of new Co-Chief Financial Officer
Effective January17, 2025, weappointed Ms. MariaDede as theCompany’s Co-Chief FinancialOfficer.
In addition, effective January 1, 2026, she was appointed Co-Chief FinancialOfficer and Treasurer.
44
Effective January 1, 2026, Mr.Ioannis Zafirakis is the Company’s President, Mr.Evangelos Sfakiotakis is
the Company’s Chief TechnicalInvestment Officer and Ms. Margarita Veniou is theCompany’s Secretary
and Corporate Contact.
Vessels under construction
In February2024, wesigned anagreementwith anunaffiliated thirdparty, for theconstruction oftwo 81,200
dwt methanoldual fuelnew-buildingKamsarmax drybulk vesselsto bebuilt atTsuneishi Group (Zhoushan)
Shipbuilding Inc., China. The vesselsare expected to be delivered tothe Company by the secondhalf of
2027 and the first half of 2028.
Vessel acquisitions
InAugust2022,weenteredintoamasteragreementwithanunaffiliatedthirdparty,toacquirenine
Ultramax vessels foran aggregate purchaseprice of $330million, of which$220 million payablein cash
and$110millionthroughanaggregateof18,487,393newlyissuedcommonshares,issuableonthe
deliveryofeachvessel.Inadditiontothemasteragreement,wealsoenteredintonineseparate
memoranda of agreement for the acquisition of each vessel and issued nine warrants to the seller, for the
issuance of the shares, exercisable on the delivery date of each vessel. We took delivery of eight vessels
in December 2022 and the ninth vessel in January 2023.
Vessel disposals
In June 2025, we agreed to sell to an unrelatedthird party, the vessel Selina,for $11.8million. The vessel
was delivered to her new owners on July 15, 2025.
In February 2025, we agreed to sell to an unrelated third party, the vessel Alcmene, for $11.9million. The
vessel was delivered to her new owners on March 13, 2025.
In February 2024, we agreed to sell to an unrelated third party,the vessel Houston, for $23.3 million. The
vessel was delivered to her new owners on September 4, 2024.
In January 2024,we agreed tosell to anunrelated third party,the vessel Artemis, forthe purchase price
of $13.0 million. The vessel was delivered to her new owners onMarch 5, 2024.
In October2023, weagreed tosell toan unrelatedthird party,the vesselBoston, for$18.0 million.The
vessel was delivered to her new owners on December 6, 2023.
In February2023, weagreed tosell toOceanPal, arelated party,the vesselMelia, for$14.0 million,of
which $4.0million waspaid incash and$10.0 million through13,157 ofOceanPal SeriesD Convertible
Preferred Shares. The vessel was delivered to hernew owners on February 8, 2023.
InJanuary2023,weagreedtoselltoanunrelatedthirdparty,thevessel Aliki,for$15.08million.The
vessel was delivered to her new owners on February 8, 2023.
B.Business overview
We specializein the ownershipand bareboat charter-inof dry bulkvessels, determined as onebusiness
segment. Each of our vessels is owned through a separate wholly-ownedsubsidiary.
As ofthe dateof thisreport, ourfleet consistedof 38vessels ofwhich 36in operation,owned andchartered-
45
in, havinga combined carryingcapacity of4.1 million dead weighttons, ordwt, anda weighted average
age of12.3 years. Wealso havetwo Kamsarmax vesselsunder construction withexpected deliveries in
2027 and 2028.
As of December31, 2025,we had afleet of 36dry bulkcarriers, owned andchartered-in, consistingof nine
Ultramax,fivePanamax,sixKamsarmax,fourPost-Panamax,eightCapesizeandfourNewcastlemax
vessels, havinga combinedcarrying capacityof approximately4.1 milliondwt and aweighted averageage
of 12.1 years.
As of December31, 2024,we had afleet of 38dry bulkcarriers, owned andchartered-in, consistingof nine
Ultramax,sixPanamax,sixKamsarmax,fivePost-Panamax,eightCapesizeandfourNewcastlemax
vessels, havinga combinedcarrying capacityof approximately4.2 milliondwt and aweighted averageage
of 11.3 years.
AsofDecember31,2023,wehadafleetof40drybulkcarriers,consistingofnineUltramax,seven
Panamax, six Kamsarmax, fivePost-Panamax, nine Capesize andfour Newcastlemax vessels, havinga
combined carrying capacity of approximately 4.5 million dwt and aweighted average age of 10.5 years.
During2025,2024and2023,wehadafleetutilizationof99.7%,99.7%and99.7%,respectively,our
vessels achieved dailytime charter equivalentrates of$15,454, $15,267 and$16,713, respectively,and
we generated revenues of $213.5 million, $228.2 million and $262.1million, respectively.
Weoperateourvesselsworldwide,inmarketsthathavehistoricallyexhibitedseasonalvariationsin
demand and,as aresult, incharter hirerates. Thedry bulkcarrier marketis typicallystronger in thefall
and winter months inanticipation of increasedconsumption of coal andother raw materialsin the northern
hemisphere during the winter months. In addition, unpredictable weather patternsin these months tend to
disrupt vesselscheduling and suppliesof certain commodities.Currently,the majorityof our vesselsare
employed onshort-to medium-termtime charteragreements.We mayfix ourvessels onshort-, medium-or
long-termemploymentdependingonprevailingmarketconditions,whichprovidesuswithflexibilityin
responding to market developments.
Management of Our Fleet
The commercial and technical management of our fleet, owned andbareboat chartered-in, as well as the
provision of administrative servicesrelating to the fleet’soperations, are carried outby our wholly-owned
subsidiary, Diana Shipping Services S.A., which we refer to as DSS, and Diana Wilhelmsen Management
Limited, a 50/50 jointventure with WilhelmsenShip Management, whichwe refer to asDWM. In exchange
forprovidinguswithcommercialandtechnicalservices,personnelandofficespace,wepayDSSa
commission,whichisapercentageofthemanagedvessels’grossrevenues,afixedmonthlyfeeper
managed vessel and an additional monthly fee for the administrative services provided to Diana Shipping
Inc. Such services mayinclude budgeting, reporting,monitoring of bank accounts,compliance with banks,
payrollservicesandanyotherpossibleservicethatDianaShippingInc.wouldrequiretoperformits
operations. Similarly, in exchangefor providingus withcommercial andtechnical services,we payto DWM
a commissionwhich isa percentageof themanaged vessels’gross revenuesand afixed management
monthly feefor eachmanaged vessel.The amountsderiving fromthe agreementswith DSSare considered
inter-company transactions and, therefore, are eliminated fromour consolidated financial statements. The
management feesand commissionsderiving fromthe agreementswith DWMare includedin ourstatement
of income in “Management fees to a related party” and “Voyage Expenses”.
SteamshipShipbrokingEnterprisesInc.,orSteamship,arelatedpartycontrolledbyourCEOMs.
Semiramis Paliou,provides brokerage services to us, since June 1, 2010. Brokerage fees are included in
“GeneralandAdministrativeexpenses”inourstatementofincome.Thetermsofthisrelationshipare
currently governed by a Brokerage Services Agreement datedFebruary 25, 2026.
46
The following table presents certain informationconcerning the dry bulk carriers inour fleet, as of the date
of this annual report.
47
Fleet Employment (As of the date of this annualreport)
VESSEL
SISTE
R
SHIPS*
GROSS RATE
(USD PER DAY)
COM**
CHARTERERS
DELIVERY DATE
TO
CHARTERERS***
REDELIVERY DATE TO
OWNERS****
NOTES
BUILT DWT
9 Ultramax Bulk Carriers
1
DSI Phoenix
A
13,500
4.75%
Cargill Ocean Transportation
(Singapore) Pte. Ltd.
8-Aug-25
1/Oct/2026 - 30/Nov/2026
2017 60,456
2
DSI Pollux
A
14,750
5.00%
Stone Shipping Ltd
9-Dec-25
1/Jan/2027 - 28/Feb/2027
2015 60,446
3
DSI Pyxis
A
13,100
5.00%
Stone Shipping Ltd
8-Nov-24
20/Mar/2026 - 20/Apr/2026
1
2018 60,362
4
DSI Polaris
A
12,250
4.75%
Cargill Ocean Transportation
(Singapore) Pte. Ltd.
1-Jul-25
21/Jul/2026 - 21/Sep/2026
2018 60,404
5
DSI Pegasus
A
14,250
4.75%
Cargill Ocean Transportation
(Singapore) Pte. Ltd
15-Aug-25
20/May/2026 - 20/Jul/2026
2015 60,508
6
DSI Aquarius
B
14,500
5.00%
Bunge SA, Geneva
7-Nov-25
1/Nov/2026 - 31/Dec/2026
2016 60,309
7
DSI Aquila
B
14,500
5.00%
Bunge SA, Geneva
12-Oct-25
25/Feb/2027 - 25/Apr/2027
2
2015 60,309
8
DSI Altair
B
14,750
5.00%
Bunge SA, Geneva
19-Jan-26
15/Jan/2027 - 30/Mar/2027
3
2016 60,309
9
DSI Andromeda
B
14,600
5.00%
Western Bulk Carriers AS
7-Dec-25
1/Apr/2027 - 31/May/2027
4
2016 60,309
5 Panamax Bulk Carriers
10
LETO
12,750
4.75%
Cargill International SA, Geneva
4-Apr-25
16/Jul/2026 - 16/Sep/2026
2010 81,297
11
MAERA
11,750
5.00%
CRC Shipping Pte. Ltd., Singapore
3-Nov-25
20/Oct/2026 - 20/Dec/2026
2013 75,403
12
ISMENE
11,000
5.00%
CRC Shipping Pte. Ltd.
24-Apr-25
20/Mar/2026 - 20/May/2026
2013 77,901
13
CRYSTALIA
C
13,900
5.00%
Louis Dreyfus Company Freight
Asia Pte. Ltd.
4-May-24
13-Mar-26
5
2014 77,525
16,200
5.00%
SwissMarine Pte. Ltd., Singapore
13-Mar-26
10/Mar/2027 - 10/May/2027
6
14
ATALANDI
C
10,100
5.00%
Stone Shipping Ltd
8-Jun-25
15/Jun/2026 - 15/Aug/2026
7
2014 77,529
6 Kamsarmax Bulk Carriers
15
MAIA
D
11,600
5.00%
Paralos Shipping Pte. Ltd.
9-Dec-24
16-Jan-26
8
2009 82,193
14,000
5.00%
16-Jan-26
5/Jul/2027 - 5/Sep/2027
16
MYRSINI
D
13,000
4.75%
Cargill International SA, Geneva
26-Feb-25
3-Jan-26
2010 82,117
13,500
5.00%
Paralos Shipping Pte. Ltd.
3-Jan-26
20/Dec/2026 - 20/Feb/2027
17
MEDUSA
D
13,000
4.75%
Cargill International SA, Geneva
16-Mar-25
15/May/2026 - 15/Jul/2026
2010 82,194
18
MYRTO
D
12,000
5.00%
Nippon Yusen Kabushiki Kaisha,
Tokyo
23-Dec-24
25/Mar/2026 - 15/May/2026
1
2013 82,131
19
ASTARTE
12,500
5.00%
Propel Shipping Pte. Ltd.
2-Aug-25
16/Aug/2026 - 16/Oct/2026
2013 81,513
20
LEONIDAS P. C.
14,000
5.00%
Nippon Yusen Kabushiki Kaisha,
Tokyo
24-Sep-25
15/Sep/2026 - 15/Nov/2026
2011 82,165
4 Post-Panamax Bulk Carriers
21
AMPHITRITE
E
12,100
5.00%
Cobelfret S.A., Luxembourg
8-Jan-25
12-Feb-26
9
2012 98,697
16,500
5.00%
12-Feb-26
1/Mar/2027 - 30/Apr/2027
10
48
22
POLYMNIA
E
14,000
5.00%
Oldendorff Carriers GmbH & Co.
KG
17-Aug-25
10/Apr/2026 - 10/Jun/2026
2012 98,704
23
ELECTRA
F
14,000
5.00%
Oldendorff Carriers GmbH & Co.
KG
7-Dec-25
1/Dec/2026 - 31/Jan/2027
2013 87,150
24
PHAIDRA
F
9,750
5.00%
SwissMarine Pte. Ltd., Singapore
31-May-25
27-Feb-26
2013 87,146
14,500
5.00%
Nippon Yusen Kabushiki Kaisha,
Tokyo
27-Feb-26
20/Feb/2027 - 20/Apr/2027
8 Capesize Bulk Carriers
25
SEMIRIO
G
16,650
5.00%
Solebay Shipping Cape Company
Limited, Hong Kong
11-Feb-25
15-Mar-26
11
2007 174,261
21,650
5.00%
15-Mar-26
31/Jan/2027 - 15/Apr/2027
12
26
NEW YORK
G
17,600
5.00%
SwissMarine Pte. Ltd., Singapore
11-Jan-25
20/Mar/2026 - 13/May/2026
1,13
2010 177,773
27
SEATTLE
H
24,500
5.00%
SwissMarine Pte. Ltd., Singapore
29-Nov-25
1/May/2027 - 30/Jun/2027
2011 179,362
28
P.S. PALIOS
H
25,200
5.00%
Glencore Freight Pte. Ltd.
15-Dec-25
15/Nov/2026 - 15/Jan/2027
2013 179,134
29
G. P. ZAFIRAKIS
I
26,800
5.00%
Nippon Yusen Kabushiki Kaisha,
Tokyo
16-Sep-24
16/Aug/2026 - 16/Nov/2026
2014 179,492
30
SANTA BARBARA
I
25,500
5.00%
Dampskibsselskabet Norden A/S
27-Nov-25
1/Mar/2027 - 30/Apr/2027
14
2015 179,426
31
NEW ORLEANS
26,000
5.00%
SwissMarine Pte. Ltd., Singapore
31-Oct-25
1/Dec/2026 - 15/Feb/2027
14,15
2015 180,960
32
FLORIDA
25,900
5.00%
Bunge S.A., Geneva
29-Mar-22
29/Jan/2027 - 29/May/2027
4
2022 182,063
4 Newcastlemax Bulk Carriers
33
LOS ANGELES
J
24,000
5.00%
MOL Ocean Bulk Pte. Ltd.,
Singapore
1-Nov-25
10/Sep/2026 - 1/Nov/2026
2012 206,104
34
PHILADELPHIA
J
21,500
5.00%
Refined Success Limited
29-May-25
9/Jun/2026 - 8/Aug/2026
2012 206,040
35
SAN FRANCISCO
K
26,000
5.00%
SwissMarine Pte. Ltd., Singapore
1-Mar-25
25/Oct/2026 - 25/Dec/2026
2017 208,006
36
NEWPORT NEWS
K
25,000
5.00%
Bohai Ocean Shipping (Singapore)
Holding Pte. Ltd.
16-Jun-25
1/Sep/2026 - 31/Oct/2026
2017 208,021
* Each dry bulk carrier is a “sister ship”, or closelysimilar, to other dry bulk carriers that have the same letter.
** Total commission percentage paid to third parties.
*** In case of newly acquired vessel withtime charter attached, this date refers to the expected/actualdate of delivery of the vessel to the Company.
**** Range of redelivery dates, with the actualdate of redelivery being at the Charterers’option, but subject to the terms, conditions, andexceptions of the
particular charterparty.
1Based on latest information.
2Vessel on scheduled drydocking from September 17, 2025 to October12, 2025.
3Vessel on scheduled drydocking from December 27, 2025 to January19, 2026.
4Bareboat chartered-in for a period of ten years.
5Estimated redelivery date from the charterers.
6Estimated delivery date to the charterers.
7The charter rate was US$9,000 per day forthe first thirty-five (35) days of the charter period.
8Charterers have agreed to compensate the Owners,for all the days over and above the maximumredelivery date (December 31, 2025), ata hire rate of
105% of the average of the Baltic Panamax Index5TC or the vessel’s present charter party ratewhichever of the two is higher.
9The charter rate was US$8,750 per day forthe first fifty (50) days of the charter period.
10The charter rate will be US$13,000 perday for the first thirty (30) days of the charterperiod.
11Vessel off hire for drydocking from September 8, 2025 to November 1, 2025.
49
12Estimated date.
13The charter rate was US$6,300 per day forthe first trip of the charter period.
14Bareboat chartered-in for a period of eight years.
15Vessel on scheduled drydocking from September 20, 2025 toOctober 31, 2025.
Our Customers
Our customers includeregional and internationalcompanies, mainly withconcentrations below 10%of our
gross revenues. During 2025,only two of ourcharterers accounted for29% of our revenues,in aggregate.
During2024,oneofourcharterersaccountedfor11%ofourrevenuesandduring2023,oneofour
charterers accounted for 13% of our revenues.
We charter ourdry bulkcarriers, ownedand bareboatchartered-in, tocustomers pursuantto time charters.
Under our time charters, the charterer typicallypays us a fixed daily charter hire rate andbears all voyage
expenses, including the costof bunkers (fueloil) and canal andport charges. Weremain responsible for
paying thechartered vessel'soperating expenses,including thecost ofcrewing, insuring,repairing and
maintaining thevessel. In2025, wepaid commissions thatranged from4.75% to5.0% ofthe totaldaily
charter hirerate ofeach charterto unaffiliatedship brokersand toin-house brokersassociated withthe
charterer, depending on the number of brokers involved with arranging the charter.
We strategically monitor developments in the dry bulk shipping industry on a regular basis and, subject to
marketdemand,seektoadjustthecharterhireperiodsforourvesselsaccordingtoprevailingmarket
conditions. In order to take advantage of relatively stable cash flow and high utilization rates,we fix some
of ourvessels onlong-term timecharters. Currently,most ofour vesselsare employedon short-to medium-
term time charters, whichallows us greater flexibilityto respond to marketdevelopments. We continuously
evaluateourmixofshort-andlong-termcharters andextendorreducethecharterhireperiodsofthe
vessels in our fleet according to the developments in the dry bulkshipping industry.
Charter Hire Rates
Charter hirerates fluctuateby varyingdegrees amongdry bulkcarrier sizecategories. Thevolume and
pattern oftrade ina smallnumber ofcommodities(major bulks)affect demandfor largervessels. Therefore,
charter ratesand vesselvalues oflarger vesselsoften showgreater volatility. Conversely, tradein agreater
numberofcommodities (minorbulks)drivesdemandforsmallerdrybulkcarriers.Accordingly,charter
rates and vessel values for those vessels are usually subjectto less volatility.
Charterhireratespaidfordrybulkcarriersareprimarilyafunctionoftheunderlyingbalancebetween
vessel supply and demand, although attimes other factors may play arole. Furthermore, the pattern seen
incharterratesisbroadlymirroredacrossthedifferentchartertypesandthedifferentdrybulkcarrier
categories. In thetime charter market,rates vary dependingon the lengthof the charterperiod and vessel-
specific factors such as age, speed and fuel consumption.
In the voyage charter market, rates are, among other things, influenced by cargo size, bunker prices, port
dues and canal transit fees, as wellas commencement and terminationregions. In general, a largercargo
size is quotedat a lowerrate per tonthan a smallercargo size.Routes withcostly ports orcanals generally
command higher ratesthan routeswith low portdues andno canals totransit. Voyageswith aload port
within aregion thatincludes portswhere vesselsusually dischargecargo ora dischargeport withina region
withportswherevesselsloadcargoalsoaregenerallyquotedatlowerrates,becausesuchvoyages
generally increase vessel utilizationby reducing the unloaded portion(or ballast leg) that isincluded in the
calculation of the return charter to a loading area.
50
Within the dry bulk shipping industry, thecharter hire rate references, most likely to be monitored, are the
freight rate indicesissued by theBaltic Exchange. Thesereferences are basedon actual charterhire rates
underchartersenteredintobymarketparticipantsaswellasdailyassessmentsprovidedtotheBaltic
Exchange by a panelof major shipbrokers.The Baltic PanamaxIndex is the indexwith the longesthistory.
The Baltic Capesize Index and Baltic Handymax Index areof more recent origin.
The Baltic Dry Index, or BDI, is a daily average of charter rates in20 shipping routes measured on a time
charter and voyage basis and covering Capesize, Panamax, Supramax, and Handysize drybulk carriers.
In 2025, the BDI ranged from a low of 715 to a high of 2,845 and closedat 1,972 on March 12, 2026.
The Dry Bulk Shipping Industry
Theglobaldrybulkcarrierfleetcouldbedividedintosevencategoriesbasedonavessel'scarrying
capacity. These categories consist of:
●
VeryLarge OreCarriers/ Newcastlemax
. Vesselswith carryingcapacities ofbetween 200,000
and 220,000 dwt.These vesselscarry bothiron oreand coaland theyrepresent thelargest vessels
able to enter theport of Newcastlein Australia. There arerelatively few portsaround the world with
the infrastructure to accommodate vessels of this size.
●
Capesize
. Capesize vessels (including Baby Capes) have a carrying capacity of 100,000-120.000
dwtforBabyCapes,and150,000-199,999dwtforconventionalCapes.Onlythelargestports
around the worldpossess theinfrastructure toaccommodate vesselsof this size.Capesize vessels
are primarilyused totransport ironore orcoal and,to amuch lesserextent, grains,primarily on
long-haul routes.
●
Post-Panamax
.Post-Panamaxvesselshaveacarryingcapacityof84,000-99,999dwt.These
vessels tendto havea shallowerdraft andlarger beamthan astandard Panamaxvessel witha
highercargocapacity.Thesevesselshavebeendesignedspecificallyforloadinghighcubic
cargoes from draughtrestricted ports. Post-Panamaxesare used primarilyin the coaltrade, as well
as grains from River Plate to Far East.
●
Panamax
.Panamax vessels have a carryingcapacity of 70,000-79,999, and asubset within this
segment isthe ‘Kamsarmax’at 80,000- 83,999dwt. Thesevessels carrycoal, ironore, grains,and,
to a lesser extent, minor bulks,including steel products, cement, and fertilizers. Panamax vessels
are able to passthrough the Panama Canal, making themmore versatile than larger vesselswith
regardtoaccessingdifferenttraderoutes.MostPanamaxandPost-Panamaxvesselsare
“gearless,”andthereforemustbeservedbyshore-basedcargohandlingequipment.However,
there are a smallnumber of geared vessels with onboardcranes, a feature thatenhances trading
flexibilityandenablesoperationinportswhichhavepoorinfrastructureintermsofloadingand
unloading facilities.
●
Ultramax
UltramaxisthelargestclassbeforePanamaxandisthenewerformofthesmaller
Supramax withamaximumlengthof200metersandcapacitythatrangesfrom60,000dwtto
66,000 dwt. This class is considered an upgrade to Supramax class as it offers a better all-around
investmentforCharterersandShipownersduetoitshighercargocarryingcapacityandbetter
bunkerefficiency.Ultramaxclassbulkcarriershave5cargoholds.arefittedwith4cranesand
usually are equipped with grabs allowingthem to call more ports with no suchfacilities giving them
more versatility. Ultramaxes often compete with Panamaxes on certain grain routes.
51
●
Handymax/Supramax
.Handymax vessels have a carryingcapacity of 40,000-59,999 dwt.These
vesselsoperateinalargenumberofgeographicallydispersedglobaltraderoutes,carrying
primarily grains and minorbulks. Within the Handymax categorythere is also asub-sector known
as Supramax. Supramaxbulk carriers areships between 50,000to 59,999 dwt,normally offering
cargoloadingandunloadingflexibilitywithon-boardcranes,or“gear,”whileatthesametime
possessing the cargo carrying capability approaching conventionalPanamax bulk carriers.
●
Handysize
.
Handysize vessels havea carrying capacityof upto 39,999 dwt.These vessels are
primarilyinvolvedincarryingminorbulkcargoes.Increasingly,shipsofthistypeoperatewithin
regionaltradingroutes, andmayserveastrans-shipmentfeedersforlarger vessels.Handysize
vessels are wellsuited for smallports with lengthand draft restrictions.Their cargo gearenables
them to service ports lacking the infrastructure for cargo loading and unloading.
Other size categories occur in regional trade,such as Kamsarmax, with a maximum lengthof 229 meters,
the maximumlength that canload inthe portof Kamsarin theRepublic of Guinea.Other termssuch as
Seawaymax, Setouchmax and Dunkirkmax also appear in regional trade.
The supplyof drybulk carriersis dependenton thedelivery ofnew vesselsand theremoval ofvessels
from the global fleet,either through scrappingor loss. The levelof scrapping activityis generally a function
of scrapping pricesin relation to currentand prospective charter marketconditions, as well asoperating,
repairandsurveycosts.Theagerangeatwhichavesselisscrappedisbetween20and32years,
depending on among others, the vessel type, the freightmarket conditions and regulatory requirements.
Thedemandfordrybulkcarriercapacityisdeterminedbytheunderlyingdemandforcommodities
transported indry bulk carriers,which in turnis influenced bytrends inthe globaleconomy.Demand for
drybulkcarriercapacityisalsoaffectedbytheoperatingefficiencyoftheglobalfleet,alongwithport
congestion, which has been a feature of the market since 2004,absorbing tonnage and therefore leading
to atighter balancebetween supplyand demand.In evaluatingdemand factorsfor drybulk carriercapacity,
the Company believes that drybulk carriers can bethe most versatile elementof the global shippingfleets
in terms of employment alternatives.
Vessel Prices
Dry bulkvessel values in2025 generally remainedfirm andin severalsegments increased comparedto
2024, despite fluctuationsin charter ratesduring the year.This resilience insecondhand asset valuesis
largely supportedby historicallyhigh newbuildingprices anda restrictedavailability ofshipyard slotsfor
near-term deliveries which limits near-term fleet growth. While 2025 presented a mixed rate environment,
charterrateshave shownnotablestrength andanupwardtrajectory inearly2026.However,given the
cyclical nature of the industry,there can be no assuranceas to how long vessel valuesand charter rates
will remain attheir current robustlevels, or whetherthey will continueto improve orface adjustments inthe
near future.
Competition
Our businessfluctuates inline withthe mainpatterns oftrade ofthe majordry bulkcargoes andvaries
according tochanges inthe supplyand demandfor theseitems. Weoperate inmarkets thatare highly
competitive andbased primarilyon supplyand demand.We competefor charterson thebasis ofprice,
vessellocation,size,ageandconditionofthevessel,aswellasonourreputationasanownerand
operator. Wecompete with other owners of dry bulk carriersin the Panamax, Post-Panamax and smaller
classsectors andwith ownersof Capesizeand Newcastlemaxdrybulk carriers.Ownership ofdrybulk
carriers is highly fragmented.
52
We believe that we possess a numberof strengths that provide uswith a competitive advantage inthe dry
bulk shipping industry:
●
We owna modern, highquality fleet ofdry bulk carriers
.We believe thatowning a modern,high
quality fleetreduces operatingcosts, improvessafety andprovides uswith acompetitive advantage
in securing favorable time charters.We maintain thequality of our vessels bycarrying out regular
inspections, both whilein port andat sea, andadopting a comprehensivemaintenance programfor
each vessel.
●
Our fleetincludes groupsof sisterships.
We believethat maintaininga fleetthat includessister
ships enhances the revenuegenerating potential of ourfleet by providing uswith operational and
scheduling flexibility.The uniformnature of sisterships alsoimproves our operatingefficiency by
allowing ourfleet managerstoapply thetechnical knowledgeofone vesseltoall vesselsof the
same seriesand createeconomies ofscale thatenable usto realizecost savingswhen maintaining,
supplying and crewing our vessels.
●
Wehaveanexperiencedmanagementteam.
Ourmanagementteamconsistsofexperienced
executiveswhohave,onaverage,morethan30yearsofoperatingexperienceintheshipping
industry and has demonstratedability in managingthe commercial, technicaland financial areas of
our business.
●
We benefitfrom theexperience andreputation ofDiana ShippingServices S.A.and therelationship
withWilhelmsenShipManagementthroughtheDianaWilhelmsenManagementLimitedjoint
venture.
●
Webenefit fromstrong relationshipswith membersof theshipping andfinancial industries.
We
have developed strong relationships with major international charterers, shipbuilders and financial
institutionsthatwebelievearetheresultofthequalityofouroperations,thestrengthofour
management team and our reputation for dependability.
●
We havea strongbalance sheetand arelatively lowlevel ofindebtedness.
We believethat our
strongbalancesheetandrelativelylowlevelofindebtednessprovideuswiththeflexibilityto
increasetheamount offundsthatwe maydraw underourloanfacilities inconnectionwithany
future acquisitions or otherwise and enable us to use cash flow that would otherwise be dedicated
to debt service for other purposes.
Permits and Authorizations
Wearerequiredbyvariousgovernmentalandquasi-governmentalagenciestoobtaincertainpermits,
licenses andcertificates withrespect toour vessels.The kindsof permits,licenses andcertificates required
depend uponseveral factors,including thecommodity transported,the watersin whichthe vesseloperates,
thenationalityofthevessel'screwandtheageofavessel.Wehavebeenabletoobtainallpermits,
licenses andcertificates currentlyrequired topermit ourvessels tooperate. Additionallaws andregulations,
environmental orotherwise, maybe adoptedwhich couldlimit ourability todo businessor increasethe
cost of us doing business.
Disclosure Pursuant to Section 219 of the Iran Threat Reduction andSyrian Human Rights
Act
Section 219of the U.S.Iran ThreatReduction and SyriaHuman Rights Actof 2012,or the ITRA,added
new Section13(r) tothe U.S.Securities ExchangeAct of1934, asamended, orthe ExchangeAct, requiring
each SEC reporting issuer to disclose in itsannual and, if applicable, quarterly reportswhether it or any of
its affiliateshave knowinglyengaged incertain activities,transactions or dealingsrelating toIran orwith
53
theGovernmentofIranorcertaindesignatednaturalpersonsorentitiesinvolvedinterrorismorthe
proliferation of weapons of mass destruction during the periodcovered by the report.
Pursuant to Section 13(r) of the Exchange Act, we note that none of our vessels made port calls to Iran in
2025 and to the date of this annual report.
Environmental and Other Regulations in the Shipping Industry
Governmentregulationandlawssignificantlyaffecttheownershipandoperationofourfleet.Weare
subject to international conventions and treaties,national, state and local lawsand regulations in force in
thecountriesinwhichourvesselsmayoperateorareregisteredrelatingtosafetyandhealthand
environmentalprotectionincludingthestorage,handling,emission,transportationanddischargeof
hazardous and non-hazardous materials, and the remediation of contamination and liabilityfor damage to
naturalresources.Compliancewithsuchlaws,regulationsandotherrequirementsentailssignificant
expense, including vessel modifications and implementation of certainoperating procedures.
Avarietyofgovernmentandprivateentitiessubjectourvesselstobothscheduledandunscheduled
inspections.These entitiesinclude thelocal portauthorities (applicablenational authoritiessuch asthe
UnitedStatesCoastGuard (“USCG”),harbormasterorequivalent),classificationsocieties,flagstate
administrations(countriesofregistry)andcharterers,particularlyterminaloperators.Certainofthese
entities require us to obtain permits, licenses, certificates and other authorizations for the operation of our
vessels. Failure to maintainnecessary permits or approvalscould require us toincur substantial costs or
result in the temporary suspension of the operation of one or moreof our vessels.
Increasingenvironmentalconcernshavecreatedademandforvesselsthatconformtostricter
environmentalstandards.Wearerequiredtomaintainoperatingstandardsforallofourvesselsthat
emphasizeoperationalsafety,qualitymaintenance,continuoustrainingofourofficersandcrewsand
compliance with United States and international regulations. Webelieve that the operation ofour vessels
is in substantial compliance with applicable environmentallaws and regulations and that our vessels have
allmaterialpermits,licenses,certificatesorotherauthorizationsnecessaryfortheconductofour
operations. However, because such laws and regulations frequentlychange and may impose increasingly
stricterrequirements,wecannotpredicttheultimatecostofcomplying withtheserequirements,orthe
impact of these requirementson the resale valueor useful lives ofour vessels. Inaddition, a futureserious
marine incident that causessignificant adverse environmental impact could resultin additional legislation
or regulation that could negatively affect our profitability.
International Maritime Organization
The International MaritimeOrganization, the UnitedNations agency formaritime safety and theprevention
of pollutionby vessels (the “IMO”),has adoptedthe InternationalConvention forthe Preventionof Pollution
from Ships, 1973, as modifiedby the Protocol of1978 relating thereto, collectivelyreferred to as MARPOL
73/78 andherein as “MARPOL,”the InternationalConvention forthe Safetyof Lifeat Seaof 1974 (“SOLAS
Convention”), andthe InternationalConvention onLoad Linesof1966 (the“LLConvention”). MARPOL
establishes environmental standards relating to oil leakage or spilling, garbage management, sewage, air
emissions, handling anddisposal of noxiousliquids and thehandling of harmfulsubstances in packaged
forms. MARPOL is applicableto drybulk,tanker and LNG carriers,among othervessels, and isbroken into
six Annexes,each ofwhich regulatesa differentsource ofpollution. AnnexI relatesto oilleakage orspilling;
Annexes II and IIIrelate to harmful substancescarried in bulk inliquid or in packagedform, respectively;
Annexes IV and V relate to sewage and garbage management, respectively; and Annex VI, lastly,relates
toairemissions.AnnexVIwasseparatelyadoptedbytheIMOinSeptemberof1997;newemissions
standards, titled IMO-2020, took effect on January 1, 2020.
54
Air Emissions
InSeptemberof1997,theIMOadoptedAnnexVItoMARPOLtoaddressairpollutionfromvessels.
Effective May 2005, Annex VI sets limitson sulfur oxide and nitrogen oxideemissions from all commercial
vessel exhausts and prohibits“deliberate emissions” of ozone depletingsubstances (such as halonsand
chlorofluorocarbons), emissions ofvolatile compounds fromcargo tanks, andthe shipboard incinerationof
specific substances.Annex VIalso includesa globalcap onthe sulfurcontent offueloil andallows for
specialareastobeestablishedwithmorestringentcontrolsonsulfuremissions,asexplainedbelow.
Emissionsof“volatileorganiccompounds”fromcertainvessels,andtheshipboardincineration(from
incinerators installed afterJanuary 1, 2000)of certainsubstances (such aspolychlorinated biphenyls, or
“PCBs”) are also prohibited. We believe thatall our vessels are currently compliantin all material respects
with these regulations.
The Marine Environment Protection Committee, or“MEPC”, adopted amendments to Annex VIregarding
emissions ofsulfur oxide,nitrogen oxide,particulate matterand ozonedepleting substances,which entered
into forceon July1, 2010.The amended AnnexVI seeksto furtherreduce airpollution by,among other
things, implementinga progressivereduction ofthe amountof sulfurcontained inany fueloil usedon board
ships. On October 27, 2016, at its 70th session, the MEPC agreed to implement a global0.5% m/m sulfur
oxide emissionslimit (reducedfrom 3.50%)starting fromJanuary 1,2020. Thislimitation canbe metby
usinglow-sulfur compliant fueloil, alternativefuels,orcertain exhaustgas cleaningsystems. Shipsare
now requiredto obtainbunker deliverynotes andInternational AirPollution Prevention (“IAPP”)Certificates
from theirflag statesthat specifysulfur content.Additionally,at MEPC73,amendments toAnnex VIto
prohibit the carriage of bunkersabove 0.5% sulfur on ships wereadopted and took effect March1, 2020,
with the exception ofvessels fitted with exhaustgas cleaning equipment(“scrubbers”) which cancarry fuel
of highersulfur content.These regulationssubject ocean-goingvessels tostringent emissionscontrols and
may cause us to incur substantial costs.
Sulfurcontentstandardsareevenstricterwithincertain“EmissionControlAreas,”or (“ECAs”).Asof
January 1, 2015,ships operatingwithin anECA werenot permittedto use fuelwith sulfur contentin excess
of 0.1% m/m. Currently,the IMO has designated fiveECAs, including specified portions of theBaltic Sea
area, Mediterranean Sea area,North Sea area, NorthAmerican area and United StatesCaribbean area.
Ocean-going vesselsin theseareas willbe subjectto stringentemission controlsand maycause usto
incur additional costs.Other areasin China aresubject to localregulations thatimpose stricter emission
controls.InJuly2023,MEPC80announcedthreenewECAproposals,includingtheCanadianArctic
watersandtheNorwegianSea,whichshouldtakeeffectinMarch2027.MEPC83alsoapprovedthe
Northeast Atlantic Oceanas an ECA andis expected totake effect in 2028.If other ECAs areapproved by
the IMO, or other new or more stringent requirements relating to emissions from marine diesel engines or
port operations by vesselsare adopted by theU.S. Environmental ProtectionAgency (“EPA”) or the states
whereweoperate,compliancewiththeseregulationscouldentailsignificantcapitalexpendituresor
otherwise increase the costs of our operations.
Amended Annex VI also established new tiersof stringent nitrogen oxide emissions standards for marine
diesel engines, dependingon their dateof installation. Tier IIINOx standards weredesigned for thecontrol
of NOxproduced byvessels andapply toships thatoperate inthe NorthAmerican andU.S. Caribbean
Sea ECAs with a marine diesel engine installedand constructed on or after January 1,2016. At MEPC 70
and MEPC 71,the MEPC approvedthe North Seaand Baltic Seaas ECAsfor nitrogen oxidefor ships built
on or after January 1,2021. The Canadian-ArcticECA for NOx willalso be effective starting fromMarch 1,
2026forshipsbuiltonorafterJanuary1,2025.FortheNorwegianSeaECA,theNOxTierIIIengine
certification requirement will apply to ships (i) with building contracts placed on or after March 1, 2026, (ii)
in theabsence ofa buildingcontract, constructedon orafter September1, 2026,or (iii)delivered onor
afterMarch1,2030. FortheNorth-East AtlanticECA,therequirementis expectedtoapplytoships (i)
contracted onor afterJanuary 1,2027, (ii)in theabsence ofa buildingcontract, constructedon orafter
July 1, 2027, or (iii) delivered on or after January 1,2031. The EPA promulgated equivalent (and in some
55
sensesstricter)emissionsstandardsin2010. TierIIIrequirementscouldapplytoadditionalareas
designated for TierIII NOx in thefuture. In April 2025, MEPC83 also adopted amendments (expected to
enter into force late2026 and early 2027)to the NOx Technical Code 2008, which allowsships to optimize
fuelconsumptionbasedontheiroperationalprofile,thusimprovingenergyefficiency,whileensuring
compliancewithNOxemissionrequirements.Asaresultofthesedesignationsorsimilarfuture
designations, we may be required to incur additional operating or other costs.
At theMEPC 70,Regulation 22Aof MARPOLAnnex VI becameeffective as ofMarch 1, 2018and requires
shipsabove5,000grosstonnagetocollectandreportannualdataonfueloilconsumptiontoanIMO
database, with thefirst year of datacollection havingcommenced on January1, 2019. TheIMO used such
dataaspartofitsinitial roadmap(through2023)fordevelopingitsstrategy toreducegreenhouse gas
emissionsfromships,asdiscussedfurtherbelow.MEPC83approveddraftamendmentstomakethe
IMO’s data collection system more accessible to the public through an anonymized database.
As of January1, 2013, MARPOLmade mandatory certainmeasures relating toenergy efficiency forships.
AllshipsarenowrequiredtodevelopandimplementaShipEnergyEfficiencyManagement
Plans (“SEEMPs”), and new ships must be designed in compliancewith minimum energy efficiency levels
percapacitymileasdefinedbytheEnergyEfficiencyDesignIndex (“EEDI”).Additionally,MEPC75
adopted amendmentsto MARPOL AnnexVI which broughtforward the effectivedate of theEEDI’s “phase
3” requirementsfrom April1, 2022 toJanuary 1,2025 forseveral shiptypes, includinggas carriers,general
cargo ships, and LNG carriers.
Additionally,in 2022,MEPC 75amended toAnnex VIto imposenew regulationsto reducegreenhouse
gas emissions from ships. These amendmentsintroduce requirements to assess andmeasure the energy
efficiency of all ships and set therequired attainment values, withthe goal of reducing the carbonintensity
of international shipping. The requirements include (1) atechnical requirement to reduce carbon intensity
basedonanewEnergyEfficiencyExistingShipIndex(“EEXI”),and(2)operationalcarbonintensity
reduction requirements, basedon anew operational carbonintensity indicator (“CII”).The attained EEXI
is required to be calculated for ships of 400 gross tonnage and above, in accordance with different values
set forship typesand categories.With respectto theCII, thedraft amendmentswould requireships of
5,000grosstonnagetodocumentandverifytheiractualannualoperationalCIIachievedagainsta
determinedrequiredannualoperationalCII.Allshipsabove400grosstonnagemustalsohavean
approved SEEMP onboard. For shipsabove 5,000 grosstonnage, theSEEMP needs toinclude certain
mandatory content. Thatsame year,MEPC amended MARPOLAnnex I toprohibit the useand carriage
for use as fuel of heavy fuel oil (“HFO”) by ships in Arctic waters on andafter July 1, 2024.
In July 2021, MEPC 77 adopted anon-binding resolution which urges Member States and ship operators
to voluntarily usedistillate or othercleaner alternative fuelsor methods ofpropulsion that aresafe for ships
and could contribute to the reduction of Black Carbon emissions from ships when operating in or near the
Arctic. MEPC79 adoptedamendments toMARPOLAnnex VI,Appendix IXtoinclude theattained and
required CIIvalues, theCII ratingand attainedEEXI forexisting shipsin therequired informationtobe
submitted tothe IMOShip Fuel OilConsumption Database. MEPC79 alsorevised theEEDI calculation
guidelines to include a CO2conversion factor for ethane, areference to the updated ITCCguidelines, and
a clarification that in case of a ship withmultiple load line certificates, the maximum certified summerdraft
should be used whendetermining the deadweight.These amendments enteredinto force on May1, 2024.
In July 2023, MEPC 80 approved theplan for reviewing CII regulations and guidelines, andin April 2025,
MEPC83adoptedamendmentsto2021Guidelinesonoperationalcarbonintensityreductionfactors,
whichoutline methodsfordetermining CIIreduction factorsfrom2023 andnowincludes newlydefined
factors from 2027 to 2030.
Wemayincurcoststocomplywiththeserevisedstandards.Additionalornewconventions,lawsand
regulations may be adopted that could require theinstallation of expensive emission control systems and
could adversely affect our business, results of operations, cash flows andfinancial condition.
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Safety Management System Requirements
The SOLASConvention wasamended toaddress thesafe manningof vesselsand emergencytraining
drills. The Convention ofLimitation of Liability forMaritime Claims (the “LLMC”) sets limitationsof liability
foralossoflifeorpersonalinjuryclaimorapropertyclaimagainstshipowners.The ISM
Certification provides validation thatboth company andships are operatingusing a process-based system
approach to manage risks and achieve continual improvement. The ISM code is meant to be a preventive
toolandaskscompaniestoassessallrisksandthentakemeasuredtosafeguardagainstthem.
Responsibilities and authoritiesare set outfor the variousentities includes inthe ISM process.All of our
vessels as well as our shore-based operations are fully certified underthe ISM Code.
Under ChapterIX ofthe SOLASConvention, or theInternational Safety ManagementCode forthe Safe
OperationofShipsandforPollutionPrevention (the “ISMCode”),ouroperationsarealsosubjectto
environmental standards and requirements. The ISM Code requires the party with operationalcontrol of a
vessel to developan extensivesafety managementsystem thatincludes, amongother things,the adoption
of asafety andenvironmental protection policysetting forthinstructions and proceduresfor operating its
vessels safely and describing proceduresfor responding to emergencies. Throughstrong leadership and
adisciplined,clearlydocumentedmanagementsystem,theCompanypromotestheconceptofHSSE
(Health, Safety,Security andEnvironmental) excellenceat alllevels inthe organisation.This conceptis
achievedby consistentmeasurement andfeedback oftheCompany’s ManagementSystem inorder to
generatecontinuousandsustainableimprovementinHealth,Safety,Security,andQualityand
Environmental(includingEnergyEfficiency)(HSSQE)managementprocesses. Thefailureofavessel
owner or bareboatcharterer tocomply withthe ISMCode maysubject suchparty toincreased liability, may
decrease available insurance coverage for the affected vessels andmay result in a denial of access to, or
detention in, certain ports.
The ISM Code requires that vessel operators obtain a safety management certificate for each vessel they
operate. Thiscertificate evidencescompliance bya vessel’s managementwith theISM Coderequirements
for asafety managementsystem. Novessel canobtain asafety managementcertificate unlessits manager
has beenawarded a documentof compliance, issuedby each flagstate, under theISM Code. Wehave
obtained applicable documents of compliance for our offices and safety management certificates for all of
our vesselsfor whichthe certificatesare required bythe IMO.The documents ofcompliance and safety
management certificate are renewed as required.
Regulation II-1/3-10oftheSOLAS Conventiongoverns shipconstruction andstipulates thatshipsover
150 metersin lengthmust haveadequate strength,integrity andstability tominimize riskof lossor pollution.
Goal-based standards amendments in SOLAS regulation II-1/3-10 entered into force in 2012,with July 1,
2016 set forapplication to newoil tankers andbulk carriers. TheSOLAS Convention regulation II-1/3-10
on goal-basedship constructionstandards forbulk carriersand oiltankers, whichentered intoforce on
January 1, 2012, requiresthat all oil tankersand bulk carriers of150 meters in lengthand above, for which
the buildingcontract isplaced onor afterJuly 1,2016, satisfyapplicable structuralrequirements conforming
tothefunctionalrequirementsoftheInternationalGoal-basedShipConstructionStandardsforBulk
Carriers and Oil Tankers (“GBS Standards”).
Amendments tothe SOLAS ConventionChapter VIIapply tovessels transporting dangerousgoods and
require thosevessels beincompliance withtheInternational MaritimeDangerous GoodsCode (“IMDG
Code”). EffectiveJanuary 1, 2018,the IMDGCode includes (1)updates to theprovisions for radioactive
material, reflectingthelatest provisionsfrom theInternational AtomicEnergy Agency,(2) newmarking,
packingandclassificationrequirementsfordangerousgoods,and(3)newmandatorytraining
requirements. Amendments which tookeffect on January1, 2020 also reflectthe latest material fromthe
UN Recommendations on the Transport of DangerousGoods, including (1) new provisionsregarding IMO
type 9 tank, (2) new abbreviationsfor segregation groups, and(3) special provisions for carriageof lithium
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batteries and of vehicles powered by flammable liquid orgas. Additional amendments came into force on
June 1,2022, include(1) additionof adefinition ofdosage rate,(2) additionsto thelist ofhigh consequence
dangerous goods, (3)new provisions for medical/clinicalwaste, (4) additionof various ISOstandards for
gascylinders,(5)anewhandlingcode,and(6)changestostowageandsegregationprovisions.The
newesteditionoftheIMDGCodetookeffectonJanuary1,2024,althoughthechangesarelargely
incremental.
TheIMOhasalsoadoptedtheInternationalConventiononStandardsofTraining,Certificationand
Watchkeeping for Seafarers (“STCW”). As of February2017, all seafarers are requiredto meet the STCW
standardsandbe inpossessionofavalidSTCWcertificate.FlagstatesthathaveratifiedSOLASand
STCWgenerallyemploytheclassificationsocieties,whichhaveincorporatedSOLASandSTCW
requirements into their class rules, to undertake surveys to confirm compliance.
TheIMO'sMaritimeSafetyCommitteeandMEPC,respectively,eachadoptedrelevantpartsofthe
International Code for Ships Operating in Polar Water(the “Polar Code”). The Polar Code, which entered
into forceon January1, 2017,covers design,construction, equipment,operational, training,search and
rescue as wellas environmental protection mattersrelevant to shipsoperating in thewaters surrounding
the twopoles. Italso includes mandatorymeasures regardingsafety and pollutionprevention aswell as
recommendatory provisions. The Polar Code applies to new ships constructed after January 1, 2017, and
afterJanuary1,2018,shipsconstructedbeforeJanuary1,2017arerequiredtomeettherelevant
requirements by the earlier of their first intermediate or renewal survey.
Furthermore,cybersecurityguidanceandregulationshavebeendevelopedinanattempttocombat
cybersecuritythreats.Fornewshipsandoffshoreinstallationscontractedforconstructiononorafter
January1,2024,theInternationalAssociationofClassificationSocieties(“IACS”)nowrequiresvessel
owners,yardandsupplierstobuildcybersecuritybarriersintotheirsystemsandvessels,requiring
compliance acrossthe fullspectrum ofcritical on-boardcontrol andnavigation systems.In additionto these
requirements, the Companyis actively addressingthe EuropeanUnion's Networkand InformationSecurity
(NIS2)Directive.During2025,wecompletedacomprehensiveNIS2GapAnalysisandhaveinitiated
remediation of findings toensure compliance with theseenhanced cybersecurity obligations. On July16,
2025,theU.S.CoastGuard’sfinalrule,Cybersecurity intheMartineTransportationSystem,wentinto
effect.Underthisrule,allregulatedentitiesarerequiredtodevelopCybersecurityandCyberIncident
ResponsePlans,designateaCybersecurityOfficertoimplementplans,andtoreportcertaincyber
incidents to theNational Response Center.This might causecompanies to createadditional procedures
formonitoringcybersecurity,whichcouldrequireadditionalexpensesand/orcapitalexpenditures.The
impact of future regulations is hard to predict at this time.
In June2022, SOLASalso setout newamendments thattook effecton January1, 2024,which include
newrequirements for:(1)thedesign forsafemooring operations,(2)theGlobalMaritimeDistress and
Safety System (“GMDSS”),(3) watertight integrity, (4) watertight doorson cargo ships,(5) fault-isolation of
fire detectionsystems, (6)life-saving appliances,and (7)safety ofships usingLNG asfuel. Thesenew
requirements may impact the cost of our operations.
Pollution Control and Liability Requirements
The IMO has negotiated international conventionsthat impose liability for pollution ininternational waters
andtheterritorialwatersofthesignatoriestosuchconventions.Forexample,theIMOadoptedan
InternationalConventionfortheControlandManagementofShips’BallastWaterandSediments, (the
“BWM Convention”), in 2004. TheBWM Convention entered into force on September8, 2017. The BWM
Convention requires ships to manage theirballast water to remove, render harmless,or avoid the uptake
or discharge of new orinvasive aquatic organismsand pathogens within ballastwater and sediments. The
BWMConvention’simplementingregulationscallforaphasedintroductionofmandatoryballastwater
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exchange requirements, tobe replaced intime with mandatoryconcentration limits, andrequire all ships
to carry a ballast water record book and an international ballast watermanagement certificate.
The MEPC maintains guidelines for approval of ballast water management systems (G8).Ships over 400
gross tonsgenerally mustcomply witha “D-1standard,” requiringthe exchangeof ballastwater onlyin
openseas andaway fromcoastal waters.The “D-2standard” specifiesthemaximum amountof viable
organisms allowed tobe discharged, andcompliance dates varydepending on theIOPP renewal dates.
Thesestandards havebeen inforce since2019, andfor mostships, compliancewith the D-2standard
involvedinstalling on-boardsystems totreat ballastwater andeliminate unwantedorganisms. Ballastwater
management systems,which includesystems thatmake useof chemical,biocides, organismsor biological
mechanisms, or whichalter the chemical orphysical characteristics ofthe ballast water, must beapproved
inaccordancewithIMOGuidelines(RegulationD-3).SinceSeptember8,2024,allshipshavebeen
required to meet theD-2 standard. Additionally, in November2020, MEPC 75adopted amendments tothe
BWM Convention which would requirea commissioning test of theballast water management system for
the initial survey or when performing an additional survey for retrofits. This analysis will not apply toships
that alreadyhave aninstalled BWMsystem certifiedunder theBWM Convention.These amendmentshave
entered into force onJune 1, 2022. InDecember 2022, MEPC79 agreed that itshould be permittedto use
ballast tanksfor temporarystorage oftreated sewageand greywater. MEPC 79also establishedthat ships
areexpected toreturn toD-2compliance afterexperiencing challenginguptake waterand bypassinga
BWM system should only be used as a last resort.
Oncemid-oceanexchangeballastwatertreatmentrequirementsbecomemandatoryundertheBWM
Convention, thecost ofcompliance couldincrease forocean carriersand may havea material effecton
our operations. Irrespective of the BWMconvention, certain countriessuch as the U.S. haveenforced and
implemented regional requirement related to the system certification,operation and reporting.
The IMO also adopted the International Convention on Civil Liability for Bunker Oil Pollution Damage (the
“BunkerConvention”) toimposestrict liabilityonshipowners(including theregisteredowner,bareboat
charterer, manageror operator) forpollution damage in jurisdictionalwaters of ratifying statescaused by
discharges ofbunker fuel.The BunkerConvention requires registeredowners ofships over1,000 gross
tonstomaintaininsuranceforpollutiondamageinanamountequaltothelimitsofliabilityunderthe
applicablenationalorinternationallimitationregime(butnotexceedingtheamountcalculatedin
accordance with the LLMC). With respect to non-ratifying states, liability for spillsor releases of oil carried
as fuelin ship’sbunkers typicallyis determined bythe nationalor otherdomestic lawsin thejurisdiction
where the events or damages occur.
Ships arerequired tomaintain acertificate attestingthat theymaintain adequateinsurance tocover an
incident. In jurisdictions, suchas the UnitedStates where theBunker Convention has notbeen adopted,
various legislative schemes orcommon law govern, andliability is imposed eitheron the basis offault or
on a strict-liability basis.
Anti-Fouling Requirements
In 2001, the IMO adopted the International Convention on the Controlof Harmful Anti-fouling Systems on
Ships,orthe“Anti-foulingConvention.”TheAnti-foulingConvention,whichenteredintoforceon
September 17,2008,prohibitstheuseoforganotincompoundcoatingstopreventtheattachmentof
mollusks and other sea lifeto the hulls of vessels.Vessels of over 400 gross tons engaged ininternational
voyages will also be required to undergo an initial survey beforethe vessel is put into service or before an
International Anti-fouling System Certificate is issued forthe first time; and subsequentsurveys when the
anti-fouling systemsare alteredor replaced.Vessels of 24meters inlength ormore butless than400 gross
tonnage engaged in international voyages will have to carry a Declaration on Anti-fouling Systems signed
by the owner or authorized agent.
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In November 2020, MEPC75 approved draft amendmentsto the Anti-fouling Convention toprohibit anti-
foulingsystemscontainingcybutryne,whichwouldapplytoshipsfromJanuary1,2023,or,forships
already bearing such ananti-fouling system, at thenext scheduled renewal of thesystem after that date,
but no laterthan 60 monthsfollowing the lastapplication to theship of sucha system. Inaddition, the IAFS
Certificate has beenupdated to addresscompliance options foranti-fouling systems toaddress cybutryne.
Ships which are affected by this ban on cybutryne mustreceive an updated IAFS Certificate no later than
two years afterthe entryinto force ofthese amendments.Ships whichare notaffected (i.e. withanti-fouling
systems which do not contain cybutryne)must receive an updated IAFS Certificateat the next Anti-fouling
application tothe vessel.These amendmentswere formallyadopted atMEPC 76in June2021 andentered
into force on January 1, 2023.
We have obtained Anti-fouling System Certificates for all of our vessels that are subject to the Anti-fouling
Convention.
Requirements for the Safe and Environmentally Sound Recycling of Ships
In2009theHongKongInternationalConventionandMEPC269(68)adoptedtheguidelinesforthe
preparation ofthe Inventoryof HazardousMaterials. TheConvention concernsall vesselsover 500GT
entitledtoflytheflagofaPartyoroperatingunderitsauthority,withsomeexceptionslikewarships.
According tothe Conventionthe shipownershould controlShip’s HazardousMaterials inherentin ship’s
structure,machinery,equipmentandpaints,coatingsandprohibitthenewinstallationsofHazardous
Materials, by maintaining an Inventory of Hazardous Materials (IHM). It is the Company’s responsibility to
maintain the IHMPart I upto date, duringthe life ofthe ship, accordingto MEPC Guidelines.The ships are
subject tosurvey (initial,renewal, additionaland final)and certificationand shouldkeep avalid International
Certificate on Inventoryof Hazardous Materialsor an InternationalReady for RecyclingCertificate (in case
of recycling), on board. For ships been resultedto contain hazardous materials (like asbestos), actionsfor
removal should betaken bythe shipowner. The shipsshould only berecycled accordingto the regulations.
If the shipis detected to bein violation ofthis Convention, theParty carrying outan inspection may take
stepstowarn,detain,dismiss,orexcludetheshipfromitsports,whichmighthaveanimpactinour
commercial image andcause high finesto the company. Our fleetalready complies withthis regulationbut
the preparation, maintenance and whenever needed removal have resultedin substantial costs.
Compliance Enforcement
NoncompliancewiththeISMCodeorotherIMOregulationsmaysubjecttheshipownerorbareboat
charterer to increased liability, may lead to decreasesin available insurance coveragefor affected vessels
and mayresult inthe denialof accessto, ordetention in,some ports.The USCGand EuropeanUnion
authorities haveindicated thatvessels notin compliance withthe ISMCode byapplicable deadlines will
be prohibitedfrom tradingin U.S.and EuropeanUnion ports,respectively.As ofthe dateof thisreport,
each of our vesselsis ISM Code certified. TheIMO continues to review andintroduce new regulations. It
is impossible topredict what additional regulations,if any,may be passedby the IMOand what effect,if
any, such regulations might have on our operations.
U.S. Regulations
The U.S. Oil PollutionAct of 1990 andthe Comprehensive Environmental Response, Compensation and
Liability Act
The U.S. Oil Pollution Actof 1990 (“OPA”)established an extensive regulatory and liability regime forthe
protection andcleanup ofthe environmentfrom oilspills. OPAaffects all“owners andoperators” whose
vessels trade oroperate within the U.S., its territoriesand possessions or whosevessels operate in U.S.
waters, which includes the U.S.’s territorial sea and its 200 nautical mile exclusive economic zone around
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the U.S.The U.S.hasalsoenactedtheComprehensiveEnvironmentalResponse,Compensationand
Liability Act (“CERCLA”), which appliesto the discharge of hazardous substances otherthan oil, except in
limited circumstances, whether on land orat sea. OPAand CERCLA both define “owner and operator” in
the case of a vessel as any person owning,operating or chartering by demise, the vessel. Both OPAand
CERCLA impact our operations.
Under OPA,vessel ownersand operatorsare “responsibleparties” andare jointly,severally andstrictly
liable (unless thespill results solelyfrom the act oromission of athird party, an act of Godor an actof war)
forallcontainmentandclean-upcostsandotherdamagesarisingfromdischargesorthreatened
discharges of oil from their vessels,including bunkers (fuel). OPA defines these other damages broadlyto
include:
(i)
injury to, destruction or loss of, or loss of use of, natural resources andrelated assessment costs;
(ii)
injury to, or economic losses resulting from, the destruction ofreal and personal property;
(iii)
loss of subsistence use of natural resources that are injured, destroyedor lost;
(iv)
netloss oftaxes, royalties,rents, feesor netprofit revenuesresulting frominjury,destruction or
loss of real or personal property, or natural resources;
(v)
lost profitsor impairmentof earningcapacity dueto injury,destruction orloss ofreal orpersonal
property or natural resources; and
(vi)
netcostofincreased oradditionalpublic servicesnecessitated byremovalactivitiesfollowing a
discharge of oil, such as protection from fire,safety or health hazards, and loss of subsistenceuse
of natural resources.
OPAcontains statutorycapsonliabilityanddamages;suchcapsdonotapply todirectcleanup costs.
Effective November 12, 2019, the USCGadjusted the limits of OPA liability for non-tank vessels,edible oil
tank vessels, andany oilspill responsevessels, tothe greaterof $1,200per grosston or $997,100(subject
toperiodic adjustmentfor inflation).On December23, 2022,theUSCG issueda finalrule toadjust the
limitation ofliability under theOPA.Effective March 23,2023, the newadjusted limits ofOPAliability for
non-tank vessels, edibleoil tank vessels,and any oilspill response vessels,to thegreater of $1,300per
gross ton or $1,076,000 (subject to periodic adjustment for inflation).These limits of liability do not apply if
an incidentwas proximatelycaused bythe violationof anapplicable U.S.federal safety,construction or
operatingregulationbyaresponsibleparty(oritsagent,employeeorapersonactingpursuanttoa
contractual relationship), or a responsible party's gross negligence or willful misconduct. The limitation on
liability similarly does not apply if the responsible party fails orrefuses to (i) report the incident as required
by law where the responsible party knows orhas reason to know of the incident; (ii)reasonably cooperate
and assistas requestedin connectionwith oilremoval activities;or (iii)without sufficientcause, comply
with an order issued under the FederalWater Pollution Act (Section 311 (c), (e)) or the Intervention on the
High Seas Act.
CERCLA containsa similarliability regimewhereby ownersand operatorsof vesselsare liablefor cleanup,
removal and remedial costs, as well as damages forinjury to, or destruction or loss of, natural resources,
includingthereasonablecostsassociatedwithassessing thesame,andhealthassessmentsorhealth
effects studies. There is no liabilityif the discharge of a hazardoussubstance results solely from theact or
omission of a third party, an act of Godor an act of war. Liability under CERCLAis limited to the greaterof
$300 per gross ton or $5.0 million for vessels carryinga hazardous substance as cargo and the greater of
$300 per gross ton or $500,000 for any other vessel. These limits do not apply (rendering the responsible
person liable for the total costof response and damages) ifthe release or threat of releaseof a hazardous
substanceresultedfromwillfulmisconductornegligence,ortheprimarycauseofthereleasewasa
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violation of applicable safety,construction or operating standards or regulations.The limitation on liability
also doesnot applyif theresponsible personfails orrefused toprovide allreasonable cooperationand
assistance as requested in connection with response activities wherethe vessel is subject to OPA.
OPA and CERCLA each preserve the right to recover damages under existing law, including maritime tort
law.OPAand CERCLA bothrequire owners andoperators of vesselsto establish andmaintain with the
USCG evidence offinancial responsibility sufficient tomeet the maximumamount of liability towhich the
particularresponsiblepersonmaybesubject.Vesselownersandoperatorsmaysatisfytheirfinancial
responsibility obligations by providing a proof of insurance, asurety bond, qualification as a self-insurer or
aguarantee.We complyandplantocomply goingforwardwiththeUSCG’sfinancialresponsibility
regulations by providing applicable certificates of financial responsibility.
OPAspecifically permits individualstates toimpose their ownliability regimes withregard to oilpollution
incidentsoccurringwithintheirboundaries,providedtheyaccept,ataminimum,thelevelsofliability
establishedunderOPAandsomestateshaveenactedlegislationprovidingforunlimitedliabilityforoil
spills. Many U.S. states that border a navigable waterway have enacted environmental pollution laws that
imposestrict liabilityon apersonfor removalcostsand damagesresulting fromadischarge ofoilora
release ofa hazardoussubstance. Theselaws maybe morestringent thanU.S. federallaw.Moreover,
some states have enacted legislation providing for unlimited liability for discharge of pollutants within their
waters,although insomecases, stateswhich haveenacted thistypeof legislationhave notyet issued
implementing regulations defining vessel owners’responsibilities under these laws.The Company intends
to comply with all applicable state regulations in the ports wherethe Company’s vessels call.
We currently maintain pollutionliability coverage insurancein the amountof $1 billion perincident for each
of ourvessels. Ifthe damages froma catastrophic spillwere toexceed ourinsurance coverage, itcould
have an adverse effect on our business and results of operation.
Other United States Environmental Initiatives
The U.S. Clean Air Act of 1970 (including its amendments of 1977 and 1990) (“CAA”) requiresthe EPA to
promulgate standards applicable toemissions of volatile organiccompounds and other aircontaminants.
The CAA requires states to adopt StateImplementation Plans, or SIPs, some of whichregulate emissions
resulting from vessel loading and unloading operations whichmay affect our vessels.
The U.S. Clean Water Act (“CWA”) prohibits the discharge of oil, hazardous substances and ballast water
in U.S.navigable watersunless authorizedby aduly-issued permitor exemption,and imposesstrict liability
in the form ofpenalties for anyunauthorized discharges. TheCWA also imposes substantialliability for the
costsofremoval,remediationanddamagesandcomplementstheremediesavailableunderOPAand
CERCLA.
The EPA and theUSCG havealso enactedrules relatingto ballastwater discharge,compliance withwhich
requires theinstallation ofequipment onour vesselsto treatballast waterbefore itis dischargedor the
implementation of other portfacility disposal arrangements orprocedures at potentially substantial costs,
and/or otherwise restrict our vessels from entering U.S. Waters. The EPA will regulate these ballast water
discharges and other discharges incidental to the normal operationof certain vessels within United States
waters pursuant to the Vessel Incidental Discharge Act (“VIDA”), which was signed into law on December
4, 2018 andreplaces the 2013Vessel GeneralPermit (“VGP”) program andcurrent Coast Guardballast
water management regulations adoptedunder the U.S. NationalInvasive Species Act. VIDA establishesa
newframeworkfortheregulationofvesselincidentaldischargesundertheCWA,requirestheEPAto
developperformancestandardsforthosedischargeswithintwoyearsofenactment,andrequiresthe
USCGtodevelopimplementation,compliance,andenforcementregulationswithintwoyearsofEPA’s
promulgationofstandards.InOctober2024,theEPAfinalizeditsruleonVesselIncidentalDischarge
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StandardsofPerformance,whichmeansthattheUSCGmustnowdevelopcorrespondingregulations
regarding ballast water within two years of that date.
UnderVIDA,allprovisionsofthe2013VGPandUSCGregulationsregardingballastwatertreatment
remain in force andeffect until the EPA and USCGregulations are finalized.Non-military, non-recreational
vessels greater than 79feet in length mustcontinue to complywith the requirementsof the VGP, including
submission of a Notice of Intent (“NOI”) or retention of a PARI form and submission of annual reports. We
havesubmitted NOIsfor ourvessels whererequired. Compliancewith theEPA, U.S.Coast Guardand
state regulations could requirethe installation of ballast watertreatment equipment on ourvessels or the
implementation ofother portfacility disposalprocedures atpotentially substantialcost ormay otherwise
restrict our vessels from entering U.S. waters.
European Union Regulations
InOctober2009,theEuropeanUnionamendedadirectivetoimposecriminalsanctionsforillicitship-
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
qualityofwater.Aidingandabettingthedischargeofapollutingsubstancemayalsoleadtocriminal
penalties. Thedirective appliesto alltypes ofvessels, irrespectiveof theirflag, butcertain exceptionsapply
to warships or where human safetyor that of the ship isin danger. Criminal liability for pollution may result
insubstantialpenaltiesorfinesandincreasedcivilliabilityclaims.Regulation(EU)2015/757ofthe
European Parliamentand ofthe Councilof 29April 2015(amending EUDirective 2009/16/EC)governs
the monitoring, reportingand verification ofcarbon dioxide emissionsfrom maritime transport,and, subject
to someexclusions, requirescompanies withships over5,000 grosstonnages tomonitor andreport carbon
dioxide emissions annually, which may cause us to incur additional expenses.
The European Union has adoptedseveral regulations and directives requiring, amongother things, more
frequent inspectionsof high-risk ships,as determinedby type, age,and flag aswell as thenumber oftimes
the ship has been detained. The European Unionalso adopted and extended a ban on substandardships
and enacteda minimumban periodand adefinitive banfor repeatedoffenses. Theregulation alsoprovided
theEuropeanUnionwithgreaterauthorityandcontroloverclassificationsocieties,byimposingmore
requirements on classification societies and providing for fines orpenalty payments for organizations that
failed to comply. Furthermore,the EU has implementedregulations requiringvessels to usereduced sulfur
contentfuelfortheirmainandauxiliaryengines.TheEUDirective2005/33/EC(amendingDirective
1999/32/EC) introduced requirements parallel to those in Annex VI relating to the sulfur content of marine
fuels. Inaddition, the EU imposeda 0.1% maximumsulfur requirement forfuel usedby ships atberth in
theBaltic,theNorthSeaandtheEnglishChannel(thesocalled“SOx-EmissionControlArea”).Asof
January 2020, EU member states must also ensure that ships in allEU waters, except the SOx-Emission
Control Area, use fuels with a 0.5% maximum sulfur content.
On September15, 2020,the EuropeanParliament votedto includegreenhouse gasemissions fromthe
maritime sector in the European Union’s carbonmarket, the EU Emissions Trading System (“EU ETS”)as
part of its“Fit-for-55” legislationto reduce netgreenhouse gas emissionsby at least55% by 2030.This will
require shipowners tobuy permits tocover these emissions.On December18, 2022, theEnvironmental
Council and European Parliament agreed on a gradual introduction ofobligations for shipping companies
to surrender allowances equivalent to a portion of their carbon emissions:40% for verified emissions from
2024, 70% for2025 and 100%for 2026. Mostlarge vessels willbe included inthe scope ofthe EU ETS
from the start. Big offshore vessels of 5,000 gross tonnage and above will be included in the 'MRV' on the
monitoring, reporting and verification of CO2 emissions from maritime transportregulation from 2025 and
in the EU ETS from2027. General cargo vesselsand off-shore vessels between 400-5,000grosstonnage
will be included inthe MRV regulationfrom 2025 and theirinclusion in EU ETSwill be reviewed in2026.
Furthermore, starting fromJanuary 1, 2026,the ETS regulationswill expand toinclude emissions oftwo
additional greenhouse gases: nitrous oxide and methane.
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From January 1, 2025,the EU adopted theFuelEU Maritime regulation,a proposal includedin the "Fit-for-
55" legislation. FuelEU Maritimesets requirements onthe annual average GHGintensity of energyused
byshipstradingwithin theEUorEuropeanEconomic Area(EEA).This intensityismeasuredas GHG
emissionsperenergyunit(gCO2e/MJ)and,inturn,GHGemissionsarecalculatedinawell-to-wake
perspective. The calculation takes into account emissions related to the extraction, cultivation, production
and transportation offuel, in additionto emissions fromenergy used onboard the ship.The baseline for
the calculation is theaverage well-to-wake GHG intensityof the fleetin 2020: 91.16 gCO2e/MJ.This will
start ata 2%reduction in2025, increasingto 6%in 2030,and acceleratingfrom 2035to reachan 80%
reduction by 2050.
Compliance withthe MaritimeEU ETSand FuelEUMaritime regulationswill resultin additionalcompliance
and administration costs to properly incorporate the provisions of the Directive into our business routines.
Additional EU regulations which are part ofthe EU’s "Fit-for-55," could also affectour financial position in
terms of compliance and administration costs when they take effect.
EU Ship Recycling Regulation
The Regulationis mostlyaligned withtheHong KongConvention onShip Recycling,mentioned earlier
and aims quickratification of theConvention. However, it setssome additional requirementsand has been
into force since 2015 for new shipsand 2020 for existing ships. It concernsvessels over 500 GT flying the
flag of amember state orvessels flyingthe flagof a 3
rd
party calling atport or anchorageof memberstates.
Ourfleetfullycomplieswiththisregulation.Ourfleet’sInventoriesofHazardous Materialspreparation,
certification and continuous maintenance have resulted in asignificant cost to the Company.
International Labour Organization
The International Labour Organization (the “ILO”) isa specialized agency of the UNthat has adopted the
Maritime Labor Convention2006 (“MLC 2006”). AMaritime Labor Certificateand a Declarationof Maritime
LaborCompliance isrequired toensure compliancewith theMLC 2006for allships thatare 500gross
tonnageoroverandareeitherengagedininternationalvoyagesorflyingtheflagofaMemberand
operatingfromaport,orbetweenports,inanothercountry.Allofourvesselsarecertifiedunderthe
Maritime Labor Convention 2006 (“MLC 2006”).
Greenhouse Gas Regulation
Currently,theemissionsofgreenhousegasesfrominternationalshippingarenotsubjecttotheKyoto
Protocol tothe UnitedNations FrameworkConvention onClimate Change,which enteredinto forcein 2005
and pursuantto whichadopting countries havebeen required toimplement national programsto reduce
greenhouse gas emissionswith targets extendedthrough 2020. International negotiationsare continuing
with respect to a successor to the Kyoto Protocol, and restrictionson shipping emissions may be included
inanynewtreaty.InDecember 2009,morethan27nations,including theU.S.andChina,signedthe
Copenhagen Accord,which includesa non-bindingcommitment toreduce greenhousegas emissions.The
2015 United Nations Climate Change Conference in Paris resulted inthe Paris Agreement, which entered
into force onNovember 4, 2016and does notdirectly limit greenhousegas emissions fromships. The U.S.
is not a party to the Paris Agreement.
AtMEPC70andMEPC71,adraftoutlineofthestructureoftheinitialstrategyfordevelopinga
comprehensiveIMOstrategyonreductionofgreenhousegasemissionsfromshipswasapproved.In
accordance with this roadmap, in April 2018, nations atthe MEPC 72 adopted an initial strategy to reduce
greenhousegasemissionsfromships.Theinitialstrategyidentifies“levelsofambition”toreduce
greenhouse gasemissions andnotes thattechnological innovation,alternative fuelsand/or energysources
for international shipping will beintegral to achieve the overall ambition.These regulations could cause us
64
to incur additional substantial expenses. At MEPC77, the Member States agreed to initiatethe revision of
the InitialIMO Strategyon Reductionof GHGemissions fromships, recognizingthe needto strengthen
the“levelsofambition.” InJuly2023, MEPC80 adoptedthe2023 IMOStrategyonReduction ofGHG
Emissions from Ships (the“2023 IMO Strategy”), whichbuilds upon the initialstrategy’s levels of ambition.
Therevisedlevelsofambitioninclude(1)furtherdecreasingthecarbonintensityfromshipsthrough
improvementofenergy efficiency;(2)reducingcarbonintensityofinternational shipping;(3)increasing
adoption ofzero ornear-zero emissionstechnologies, fuels,and energysources; and(4) achievingnet
zero GHGemissions frominternational shipping.Furthermore, thefollowing indicativecheckpoints were
adopted in order to reach net zero GHG emissions from international shipping: (1) reducethe total annual
GHG emissions from international shipping by at least 20%, striving for30%, by 2030, compared to 2008
levels; and (2) reduce thetotal annual GHG emissionsfrom international shippingby at least 70%, striving
for 80%, by2040, comparedto 2008 levels.As part ofthe 2023 IMOStrategy, MPEC also createdthe IMO
Net-zero Framework, whichwill combine mandatoryemissions limits andGHG pricing acrossthe industry.
The IMONet-zero Frameworkwas approvedat MEPC83 (Spring2025) forpotential adoptionin Spring
2026 and willeventually be includedin Annex VI.Under these draftregulations, ships willbe required to
reduce their annual greenhouse gas fuel intensity (“GFI”) calculated using the well-to-wake approach and
ships emittingabove GFIthresholds willhave toacquire remedialunits tobalance itsdeficit emissions,
while those using zero or near-zero GHG technologies willbe eligible for financial rewards.
The EU madea unilateralcommitment toreduce overallgreenhouse gasemissions fromits memberstates
from 20% of 1990 levelsby 2020. The EU also committedto reduce its emissionsby 20% under theKyoto
Protocol’ssecondperiodfrom2013to2020.StartinginJanuary2018,largeshipsover5,000gross
tonnage calling at EU portsare required to collectand publish data oncarbon dioxide emissions andother
information.UndertheEuropeanClimateLaw,theEUcommittedtoreduceitsnetgreenhousegas
emissions by at least 55% by 2030 through its “Fit-for-55” legislationpackage. As part of this initiative, the
European Union’scarbon market,EU ETS,has beenextended tocover CO2emissions fromall largeships
entering EU ports starting January 2024.
Any passageof climatecontrol legislationor otherregulatory initiativesby theIMO, the EU,the U.S.or
other countrieswhere weoperate, orany treatyadopted atthe internationallevel tosucceed theKyoto
ProtocolorParisAgreement,thatrestrictsemissionsofgreenhousegasescouldrequireustomake
significant financial expenditures which wecannot predict with certainty atthis time. Even in theabsence
of climate controllegislation, our businessmay be indirectlyaffected to theextent that climatechange may
result in sea level changes or certain weather events.
Vessel Security Regulations
SincetheterroristattacksofSeptember11,2001intheUnitedStates,therehavebeenavarietyof
initiatives intendedto enhancevessel securitysuch asthe U.S.Maritime TransportationSecurity Actof
2002 (“MTSA”).
To
implement certainportions ofthe MTSA,theUSCG issuedregulations requiringthe
implementationofcertainsecurityrequirementsaboardvesselsoperatinginwaterssubjecttothe
jurisdiction of theUnited States andat certain portsand facilities, someof which areregulated by theEPA.
Similarly, Chapter XI-2 ofthe SOLASConvention imposesdetailed securityobligations onvessels andport
authorities andmandates compliancewith theInternational Shipand PortFacility SecurityCode (“the ISPS
Code”). The ISPS Code is designed to enhancethe security of ports and ships againstterrorism.
To
trade
internationally,a vessel mustattain anInternational Ship SecurityCertificate (“ISSC”) froma recognized
security organization approvedby the vessel’s flagstate. Ships operatingwithout a validcertificate may be
detained, expelled from, or refused entry at port until they obtain an ISSC.
The USCG regulations, intended to align withinternational maritime security standards, exempt non-U.S.
vesselsfromMTSAvesselsecuritymeasures,providedsuchvesselshaveonboardavalidISSCthat
attests to the vessel’s compliance with the SOLAS Convention security requirements and the ISPS Code.
65
Future securitymeasures couldhave asignificant financialimpact onus. Weintend tocomply withthe
various security measures addressed by MTSA,the SOLAS Convention and theISPS Code. The cost of
vessel securitymeasures hasalso beenaffected bythe escalationin thefrequency ofacts ofpiracy against
ships, notably off the coast of Somalia, including the Gulf of Aden and Arabian Sea area. Substantial loss
ofrevenueandothercostsmaybeincurredasaresultofdetentionofavesseloradditionalsecurity
measures, andthe riskof uninsuredlosses couldsignificantly affectour business.Costs areincurred in
takingadditionalsecuritymeasuresinaccordancewithBestManagementPracticestoDeterPiracy,
notably those contained in the BMP5 industry standard.
Inspection by Flag administration and Classification Societies
The flag represents the nationality of the ship, showing that it’s under the control of the registered country
and must comply with international and maritime law of it. The flag is required to take measuresto ensure
safety at seaand should verify thatships under its authority,conform to relevant internationalstandards,
in regard to construction,design, equipment and manningof ships, through onboard physical inspections.
The hull and machinery of every commercial vesselmust be classed by a classification societyauthorized
byitscountryofregistry.Theclassificationsocietycertifiesthatavesselissafeandseaworthyin
accordance with theapplicable rules andregulations of thecountry of registry ofthe vessel andSOLAS.
Mostinsuranceunderwritersmakeitaconditionforinsurancecoverageandlendingthatavesselbe
certified“inclass”byaclassificationsocietywhichisamemberoftheInternationalAssociationof
Classification Societies, the IACS.The IACS has adoptedharmonized Common Structural Rules, or“the
Rules”, which applyto oil tankersand bulk carrierscontracted for constructionon or afterJuly 1, 2015.The
Rules attempt to createa level ofconsistency between IACS Societies. All ofour vessels are certified as
being “inclass” byall theapplicable Classification Societies(e.g., AmericanBureau ofShipping, Lloyd's
Register of Shipping).
A vessel must undergo annual surveys,intermediate surveys, drydockings and special surveys. Inlieu of
a special survey,a vessel’s machinery may beon a continuous survey cycle, underwhich the machinery
wouldbesurveyedperiodicallyoverafive-yearperiod.Everyvesselshouldhaveaminimumoftwo
examinations ofthe outsideof avessel's bottomand relateditems duringeach five-yearspecial survey
period. One such examination is tobe carried out in conjunction with theSpecial Periodical Survey.In all
cases, theinterval betweenany twosuch examinationsis notto exceed36 months.In allcases, theinterval
between any two such examinations is not to exceed 36 months. If any vessel does not maintain its class
and/or fails anyannual survey, intermediate survey, drydockingor special survey, thevessel will beunable
tocarry cargobetween portsandwill beunemployable anduninsurable whichcouldcauseus tobein
violation of certain covenants in our loan agreements.Any such inability to carry cargo or be employed,or
any suchviolation ofcovenants, couldhave amaterial adverseimpact onour financialcondition andresults
of operations.
Risk of Loss and Liability Insurance
General
The operationof any cargovessel includesrisks suchas mechanicalfailure, physical damage,collision,
propertyloss,cargolossordamageandbusinessinterruptionduetopoliticalcircumstancesinforeign
countries, piracy incidents, hostilities andlabor strikes. Inaddition, there isalways an inherentpossibility
ofmarinedisaster,includingoilspillsandotherenvironmentalmishaps,andtheliabilitiesarisingfrom
owningandoperatingvesselsininternationaltrade.OPA,whichimposesvirtuallyunlimitedliability
upon shipowners,operatorsand bareboatcharterersof anyvesseltradingintheexclusiveeconomic
zone of theUnited Statesfor certainoil pollutionaccidents inthe UnitedStates, hasmade liabilityinsurance
moreexpensivefor shipownersandoperatorstradinginthe UnitedStatesmarket. Wecarryinsurance
66
coverage as customary inthe shipping industry. However, not all risks can beinsured, specific claimsmay
be rejected, and we might not be alwaysable to obtain adequate insurance coverageat reasonable rates.
While we maintain hull and machinery insurance, war risksinsurance, protection and indemnity cover and
freight, demurrage anddefense cover forour operating fleetin amounts thatwe believe tobe prudent to
covernormal risksinouroperations,we maynotbeable toachieveor maintainthislevel ofcoverage
throughoutavessel'suseful life.Furthermore, whilewebelievethatourpresentinsurancecoverage is
adequate, not all risks can be insured, and there can be no guarantee that any specificclaim will be paid,
or that we will always be able to obtain adequate insurance coverageat reasonable rates.
Hull & Machinery and War Risks Insurance
We maintain marine hull andmachinery and war risks insurance, which cover,among other marine risks,
the riskof actualor constructivetotal loss,for allof ourvessels. Ourvessels areeach coveredup toat
leastfairmarketvaluewithdeductiblesrangingtoamaximumof$100,000pervesselperincidentfor
Panamax, Kamsarmax andPost-Panamax vesselsand $150,000 pervessel per incidentfor Capesize and
Newcastlemax vessels.
Protection and Indemnity Insurance
Protection and indemnityinsurance is providedby mutual protectionand indemnity associations,or “P&I
Associations,” and covers our third-party liabilities in connection with our shipping activities. This includes
third-party liabilityand otherrelated expenses ofinjury ordeath ofcrew, passengers andother thirdparties,
lossordamagetocargo,claimsarisingfromcollisionswithothervessels,damagetootherthird-party
property,pollutionarisingfromoilorothersubstances,andsalvage,towingandotherrelatedcosts,
includingwreckremoval.Protectionandindemnityinsuranceisaformofmutualindemnityinsurance,
extended by protection and indemnity mutual associations, or “clubs.”
Our current protection and indemnity insurance coverage for pollution is $1 billion per vessel per incident.
The 12P&I Associationsthat comprisethe InternationalGroup insureapproximately 90%of the world’s
commercialtonnageandhaveenteredintoapoolingagreementtoreinsureeach association’s
liabilities. TheInternationalGroup’swebsitestatesthatthePoolprovidesamechanismforsharingall
claims inexcess ofUS$10 millionup to,currently,approximately US$8.9billion. Asa memberof aP&I
Association,whichisamemberoftheInternationalGroup,wearesubjecttocallspayabletothe
associations based on ourclaim records aswell as the claimrecords of allother members of theindividual
associations andmembers ofthe shipping poolof P&IAssociations comprisingthe InternationalGroup.
Our vessels may besubject to supplemental calls whichare based on estimates ofpremium income and
anticipated and paidclaims. Such estimatesare adjusted each yearby the Boardof Directors ofthe P&I
Association until the closing of the relevantpolicy year, which generally occurs within three years from the
end of the policy year.Supplemental calls, if any, areexpensed when they are announced and according
to the period they relate to.
C.Organizational structure
Diana Shipping Inc. is the sole owner of all of the issued and outstanding shares of the subsidiaries listed
in Exhibit 8.1 to this annual report.
D.Property, plants and equipment
Since October 8, 2010, DSS ownsthe land and the building wherewe have our principal corporate offices
in Athens, Greece. In addition, DSS owns threeadditional plots, one partly acquired in 2021 andpartly in
2023 from two related parties andtwo acquired in 2024 from unrelatedthird parties. All plots of land are in
67
the same area as our principal offices and were acquired for corporate use.Other than this interest in real
property, our only material properties are the vessels in our fleet.
Item 4A.Unresolved Staff Comments
None.
Item 5.Operating and Financial Review and Prospects
Thefollowingmanagement'sdiscussionandanalysisshouldbereadinconjunctionwithourhistorical
consolidated financial statementsand their notes includedelsewhere in thisannual report. Thisdiscussion
contains forward-lookingstatements thatreflect ourcurrent viewswith respectto futureevents andfinancial
performance.Ouractualresultsmaydiffermateriallyfromthoseanticipatedintheseforward-looking
statements as a result of certainfactors, such as those set forthin the section entitled “Risk Factors”and
elsewhere in this annual report.
A.
Operating results
Factors Affecting Our Results of Operations
We believe that our results of operations are affected by the following factors:
(1)Average number ofvessels is thenumber of vesselsthat constituted our fleetfor the relevant
period, asmeasured bythe sumof thenumber ofdays eachvessel wasa partof ourfleet during
the period divided by the number of calendar days in the period.
(2)Ownership days are the aggregate number of days in a period during whicheach vessel in our
fleethas beenownedby us.Ownership daysareanindicator ofthesize ofourfleetover a
periodandaffectboththeamountofrevenuesandtheamountofexpensesthatwerecord
during a period.
(3)Available days arethe number of ourownership days less theaggregate number of daysthat
our vessels are off-hiredue to scheduled repairs orrepairs under guarantee, vessel upgrades
or special surveys and the aggregate amount of time that we spend positioning our vessels for
such events.The shippingindustry usesavailable daysto measurethe numberof daysin a
period during which vessels should be capable of generatingrevenues.
(4)Operating days arethe number ofavailable days ina period lessthe aggregate numberof days
thatourvesselsareoff-hireduetoanyreason,includingunforeseencircumstances.The
shipping industryuses operatingdays tomeasure theaggregate numberof daysin aperiod
during which vessels actually generate revenues.
(5)We calculatefleet utilizationby dividingthe numberof ouroperating daysduring aperiod by
the number of our available daysduring the period. The shipping industry usesfleet utilization
to measurea company'sefficiency infinding suitableemployment forits vesselsand minimizing
theamountofdaysthatitsvesselsareoff-hireforreasonsotherthanscheduledrepairsor
repairsunderguarantee,vesselupgrades,specialsurveysorvesselpositioningforsuch
events.
(6)Timecharterequivalentrates,orTCErates,aredefinedasourtimecharterrevenuesless
voyage expensesduring aperiod dividedby thenumber ofour availabledays duringthe period,
68
whichisconsistentwithindustrystandards.Voyageexpensesincludeportcharges,bunker
(fuel)expenses,canalchargesandcommissions.TCErateisanon-GAAPmeasure,and
managementbelievesitisusefultoinvestorsbecauseitisastandardshippingindustry
performance measure used primarilyto compare daily earningsgenerated by vessels ontime
charterswithdailyearningsgeneratedbyvesselsonvoyagecharters,becausecharterhire
ratesforvesselsonvoyagechartersaregenerallynotexpressedinperdayamountswhile
charter hire rates for vessels on time charters are generally expressedin such amounts.
(7)Dailyvesseloperatingexpenses,whichincludecrewwagesandrelatedcosts,thecostof
insurance, expenses relating to repairs and maintenance, the costs ofspares and consumable
stores, tonnagetaxes andother operatingexpenses, arecalculated bydividing vesseloperating
expenses by ownership days for the relevant period.
The following table reflects such factors for the periods indicated:
As of and for the
Year Ended December 31,
2025
2024
2023
Fleet Data:
Average number of vessels (1)
36.7
38.9
41.1
Number of vessels at year-end
36.0
38.0
40.0
Weighted average age of vessels at year-end (inyears)
12.1
11.3
10.5
Ownership days (2)
13,406
14,219
14,986
Available days (3)
13,014
14,057
14,867
Operating days (4)
12,969
14,009
14,824
Fleet utilization (5)
99.7%
99.7%
99.7%
Average Daily Results:
Time charter equivalent (TCE) rate (6)
$
15,454
$
15,267
$
16,713
Daily vessel operating expenses (7)
5,986
5,808
5,704
The following table reflects the calculation of our TCE rates forthe periods presented:
Year Ended December 31,
2025
2024
2023
(in thousands of U.S. dollars, except for TCE rates, which
are expressed in U.S. dollars, and available days)
Time charter revenues
$
213,541
$
228,209
$
262,098
Less: voyage expenses
(12,417)
(13,607)
(13,621)
Time charter equivalent revenues
$
201,124
$
214,602
$
248,477
Available days
13,014
14,057
14,867
Time charter equivalent (TCE) rate
$
15,454
$
15,267
$
16,713
Time Charter Revenues
Our revenues are driven primarily bythe number of vessels in ourfleet, the number of days during which
our vessels operate andthe amount of dailycharter hire rates thatour vessels earn undercharters, which,
in turn, are affected by a number of factors, including:
69
●
the duration of our charters;
●
our decisions relating to vessel acquisitions and disposals;
●
the amount of time that we spend positioning our vessels;
●
the amount of time that our vessels spend in drydock undergoingrepairs;
●
maintenance and upgrade work;
●
the age, condition and specifications of our vessels;
●
levels of supply and demand in the dry bulk shipping industry.
Vesselsoperating on timecharters for acertain period oftime provide morepredictable cash flowsover
thatperiodoftimebutcanyieldlowerprofitmargins thanvesselsoperating inthespotcharter market
during periods characterized by favorable market conditions. Vessels operating in the spot charter market
generaterevenuesthatarelesspredictablebutmayenabletheirownerstocaptureincreasedprofit
margins duringperiods ofimprovements incharter ratesalthough their ownerswould beexposed tothe
risk of declining charter rates, whichmay have a material adverse impacton financial performance. As we
employ vessels onperiod charters,future spot charterrates may behigher or lowerthan the ratesat which
we have employedour vessels onperiod charters.Our time charteragreements subjectus to counterparty
risk. In depressed marketconditions, charterers mayseek to renegotiate theterms of their existingcharter
parties or avoidtheir obligations underthose contracts.Should a counterpartyfail to honortheir obligations
under agreements with us, we could sustain significant losses which could have a material adverse effect
onourbusiness,financial condition,resultsofoperationsandcashflows.Revenues derivedfromtime
charter agreements in 2025 decreased compared to previous years due to the decrease in the size of our
fleet following vessel sales described elsewhere in this annualreport.
Voyage Expenses
We incurvoyage expensesthat mainlyinclude commissionsbecause allof ourvessels areemployedunder
time charters that require thecharterer to bear voyage expensessuch as bunkers (fuel oil), portand canal
charges. Although the charterer bears the costof bunkers, we also have bunker gain orloss deriving from
the price differences of bunkers. When a vessel is delivered to a charterer,bunkers are purchased by the
charterer and sold backto us on theredelivery of the vessel.Bunker gain, or loss,resultswhen a vessel
is redelivered by her charterer and delivered to the next chartererat different bunker prices, or quantities.
We usuallypay commissionsranging from4.75% to5.00% ofthe totaldaily charterhire rateof eachcharter
to unaffiliated ship brokers, in-house brokersassociated with the charterers, depending on the number of
brokersinvolved witharranging thecharter.Inaddition, wepaya commissiontoDWMand toDSS for
those vesselsfor whichthey providecommercial managementservices. Thecommissions paidto DSSare
eliminated from our consolidated financial statements as intercompanytransactions.
Vessel Operating Expenses
Vessel operating expenses includecrew wages andrelated costs,the cost ofinsurance, expensesrelating
to repairs andmaintenance, the costof spares andconsumable stores, tonnagetaxes, environmentalplan
costsand health,safety,quality (HSQ)and vetting.Our vesseloperating expensesgenerally represent
fixed costs.
70
Vessel Depreciation
The cost of ourvessels is depreciatedon a straight-linebasis over the estimateduseful life of eachvessel.
Depreciation is basedon thecost of thevessel lessits estimated salvagevalue. Weestimate the useful
life ofour drybulk vesselsto be25 years fromthe dateof initialdelivery fromthe shipyard,which webelieve
is common in thedry bulk shipping industry.Furthermore, we estimate the salvagevalues of our vessels
based on historical average pricesof the cost ofthe light-weight ton ofvessels being scrapped. Effective
July 1, 2023, the Companychanged its estimatedscrap rate of itsvessels from $250 perlightweight ton to
$400 per lightweightton, calculatedbased on theaverage demolitionprices indifferent markets, duringthe
last 15 years.
General and Administrative Expenses
We incur generaland administrativeexpenses whichinclude ouronshore relatedexpenses suchas payroll
expensesofemployees,executiveofficers,directorsandconsultants,compensationcostofrestricted
stockawardedtoseniormanagementandnon-executivedirectors,traveling,promotionalandother
expenses ofthe publiccompany,such aslegal andprofessional expenses andother general expenses.
General and administrative expenses arenot affected significantly bythe size of thefleet.However, they
are affected by the exchange rate of Euro to US Dollars,as about half of our administrative expenses are
in Euro.
Interest and Finance Costs
We incurinterest expense andfinancing costsin connection withvessel-specific debt,senior unsecured
bond and finance liabilities. As of December 31, 2025 our aggregate debt amountedto $529.2 million and
our financeliabilities amountedto $114.1million. During2023, wereplaced LIBOR,being thereference
rate tocalculate interestexpense inour loanfacilities havinga floatingrate, withterm SOFR.Interest rates,
which hadbeen increasingsince thebeginning of2022, startedto decreasein thethird quarterof 2024
and continued to decline until the end of 2025.
We manage our exposure to interestrates by maintaining a mixof floating and fixedinterest rate financing
agreements. Floatingrate agreementsinclude securedloan facilitiesand fixedrate agreementsinclude
leases and our senior unsecuredbond. Also, in 2023, weentered into an interestrate swap for 30% ofour
$100 millionloan facilitywith DNB,dated June26, 2023,under whichwe payfixed interestand receive
floating.
Lack of Historical Operating Data for Vessels before Their Acquisition
Although vessels are generally acquired free of charter, we have acquired (and may in the future acquire)
some vessels with time charters. It is rarein the shipping industry for the last chartererof the vessel in the
hands of the seller to continue as the first charterer ofthe vessel in the hands of the buyer. In most cases,
when avessel isunder timecharter andthe buyerwishes toassume thatcharter,the vesselcannot be
acquired without the charterer’sconsent and the buyer entering intoa separate direct agreement (calleda
“novation agreement”) with thecharterer to assume thecharter. Thepurchase of avessel itself does not
transferthecharterbecauseitisaseparateserviceagreementbetweenthevesselownerandthe
charterer.
Where we identify any intangible assets or liabilities associated with the acquisitionof a vessel, we record
allidentified assetsorliabilities atfairvalue.Fair valueisdetermined byreference tomarketdata. We
value anyasset orliability arisingfrom themarket valueof thetime chartersassumed whena vesselis
acquired. The amount to be recorded as an asset or liability at thedate of vessel delivery is based on the
differencebetweenthecurrentfairmarketvalueofthecharterandthenetpresentvalueoffuture
71
contractual cashflows.When thepresent value ofthe timecharter assumed isgreater than thecurrent
fair marketvalue ofsuch charter, thedifference isrecorded asprepaid charterrevenue.When theopposite
situation occurs,any difference,capped tothe vessel’sfair valueon acharter-free basis, isrecorded as
deferred revenue.Such assets andliabilities, respectively, are amortizedas a reduction of,or an increase
in, revenue over the period of the time charter assumed.
When wepurchase avessel andassume orrenegotiate arelated timecharter,among others,we must
take the following steps before the vessel will be ready to commenceoperations:
●
obtain the charterer’s consent to us as the new owner;
●
obtain the charterer’s consent to a new technicalmanager;
●
in some cases, obtain the charterer’s consent toa new flag for the vessel;
●
arrange for anew crew for thevessel, and where thevessel is on charter,in some cases, the
crew must be approved by the charterer;
●
replace all hired equipment on board, such as gas cylindersand communication equipment;
●
negotiateandenterintonewinsurancecontractsforthevesselthroughourowninsurance
brokers;
●
register the vessel under aflag state and performthe related inspections in orderto obtain new
trading certificates from the flag state;
●
implement a new planned maintenance program for the vessel; and
●
ensure that the newtechnical manager obtains new certificates forcompliance with the safety
and vessel security regulations of the flag state.
When we chartera vesselpursuant to along-term timecharter agreementwith varying rates,we recognize
revenue on a straight-line basis, equal to the average revenue duringthe term of the charter.
The followingdiscussion isintended tohelp youunderstand howacquisitions ofvessels affectour business
and results of operations.
Our business is mainly comprised of the following elements:
●
employment and operation of our vessels; and
●
management ofthe financial,general andadministrative elementsinvolved inthe conductof
our business and ownership of our vessels.
The employment and operation of our vessels mainly requirethe following components:
●
vessel maintenance and repair;
●
crew selection and training;
●
vessel spares and stores supply;
●
contingency response planning;
72
●
onboard safety procedures auditing;
●
accounting;
●
vessel insurance arrangement;
●
vessel chartering;
●
vessel security training and security response plans (ISPS);
●
obtaining ofISM certificationand auditfor eachvessel withinthe sixmonths oftaking overa
vessel;
●
vessel hiring management;
●
vessel surveying; and
●
vessel performance monitoring.
The management offinancial, general andadministrative elementsinvolved in theconduct of ourbusiness
and ownership of our vessels mainly requires the followingcomponents:
●
management of ourfinancial resources, includingbanking relationships, i.e.,administration of
bank loans and bank accounts;
●
management of our accounting system and records and financialreporting;
●
administration of the legal and regulatory requirements affecting our businessand assets; and
●
management of the relationships with our service providers and customers.
The principal factorsthat affect our profitability, cashflows and shareholders’return on investmentinclude:
●
rates and periods of charter hire;
●
levels of vessel operating expenses;
●
depreciation expenses;
●
financing costs;
●
global conflicts;
●
inflation, and
●
fluctuations in foreign exchange rates.
73
Results of Operations
Year ended December 31, 2025 compared to the year ended December 31, 2024
Time charterrevenues.
Time charterrevenues decreasedby $14.7million, or6%, to$213.5 millionin 2025,
compared to $228.2 million in 2024. The decrease was primarily due to a decrease in the sizeof the fleet
resulting fromthe saleof twovessels during2025, whichdecreased operatingdays during2025, compared
to last year.Operating days declined to12,969 in 2025 from14,009 in 2024.This reduction was partially
offset byhigher average time charterrates, as reflected inour TCE rateof $15,454 in 2025compared to
$15,267 in 2024.
Voyageexpenses.
Voyageexpensesdecreasedby$1.2million,or9%,to$12.4millionin2025as
comparedto$13.6 millionin2024.Thisdecrease wasmainlyattributable tolower commissions,which
amountedto$10.8millionin2025,comparedto$11.6millionin2024.Afurtherdecreasewasdueto
voyage and port expenses, which declined to $0.9 million in 2025from $1.2 million in 2024.
Vessel operating expenses.
Vessel operating expenses decreased by $2.4 million, or 3%, to $80.2 million
in 2025 compared to $82.6 millionin 2024. The decrease was mainlyattributable to fewer ownershipdays
in2025followingthesaleoftwovesselsdiscussedabove.Thisdecrease waspartiallyoffsetbya3%
increase indaily vesseloperating expenses,which roseto $5,986in 2025,from $5,808in 2024,mainly
due to higher crew-related costs.
Depreciationandamortizationofdeferredcharges.
Depreciationandamortizationofdeferredcharges
increased by $1.8million, or 4%, to $46.5million in 2025, comparedto $44.7 millionin 2024. The increase
was primarily dueto higher amortizationof deferreddrydock costs, asfourteen vessels underwentdrydock
surveys in 2025 compared to six vesselsin 2024.This increase was partially offsetby lower depreciation
expenses resulting from reduced ownership days following the sale oftwo vessels during 2025.
General andadministrative expenses
. General and admini
strati
ve expensesincreased by$0.7 million,or
2%, to $34.1 million in 2025 compared to $33.4 million in 2024. The increase was primarily driven by higher
payrolland legalexpenses, partiallyoffset by lowertax expenses.Additionally, asalmost halfof our general
andadministrativeexpensesaredenominatedinEuro,generalandadministrativeexpenseswerealso
affected by movements in the euro/U.S. dollar exchange rate during 2025.
Management fees to a related party.
Management fees to a related party decreased by $0.1 million, or 8%,
to $1.2 million in 2025, comparedto $1.3 million in 2024.The decrease was attributable to areduction in the
number of vessels managed by DWM in 2025,following the sale of one managed vessel during the year.
Gain on sale ofvessels.
Gain on sale ofvessels decreased by $2.1million, or 36%, to$3.7 million in 2025
due to the sale of vessels
Alcmene and Selina,
compared to $5.8 million in 2024 which related to the sale of
vessels
Artemis andHouston
.
Interest expense and finance costs.
Interest expense and finance costs decreased by $4.5 million or 9% to
$43.0 millionin 2025compared to$47.5 millionin 2024.The decreasewas mainlydue tolower average
interest rates in 2025 compared to 2024.
Interest andother income
. Interest and other income decreased by $0.9 million, or 11%, to $7.5 million in
2025comparedto$8.4millionin2024.Thedecreasewasmainlyattributabletoaloweramountoftime
deposits placedduring 2025and furtherimpacted bylower depositrates achievedin 2025compared to2024.
Loss on extinguishment of debt. In 2024, the loss on extinguishment of debt consisted of the prepayment of
the 8.375%Senior Unsecuredbond ata priceequal to103.35% ofnominal value,with theproceeds from
the new bond.
74
Gain/(loss)on derivatives. In2025, loss onderivates amounted to$0.2 million,as compared toa gain of$0.3
millionin2024.Gain/(loss)onderivativeinstrumentsreflectsthedecreaseininterestratesaffectingthe
change infair valueof theinterest rateswap datedJuly 6,2023, whichwe enteredinto withDNB fora notional
amount of $30million, under which wepay a fixedrate of 4.268% andreceive floating interest basedon term
SOFR.
Gain/(loss) onrelated partyInvestments. Losson relatedparty investmentsamounted to$1.1 millionin 2025.
The loss primarily reflectedthe dilution of theCompany’s common stock holdingsin OceanPal arising from
multiple commonstock issuancesand theimpact ofa reversestock split,which resultedin a$4.1 million
loss. This was partiallyoffset by a $3.0million gain on thesale of the Company’s500,000 Series B Preferred
Shares of OceanPal,representing the excess ofthe sale proceeds overthe carrying amount. Thiscompares
to a loss of $3.9 millionin 2024, which resulted from themeasurement of OceanPal’s common sharesat fair
value on December 31, 2024, based on the closing price of the shares onthat date.
Gain/(loss) on equity securities.Gain onequity securitiesamountedto $14.7millionin 2025,comparedto a
loss of $0.4 million in2024. In 2024, we sold equitysecurities acquired in 2023, resulting ina realized loss of
$0.4million.In2025,weacquiredequitysecuritiesofGencoShipping&TradingLimited(Genco)
representing 14.8% of Genco’s common stockas of year-end. The valuation ofthese equity securities at fair
value at year-end resulted in an unrealized gain of $14.7 million.
Gainon warrants.
Gain onwarrants amountedto $0.5millionin 2025,compared to$0.7 millionin 2024,
which resultedfrom thefair valueadjustment ofthe outstandingwarrants asof December31, 2025and 2024,
respectively.
Loss fromequity methodinvestments.
Loss fromequity methodinvestments, amountedto $2.8million in
2025,compared to $0.1million in 2024. In2025, the loss wasattributable to a $1.4million loss from our80%
interest in Ecogas, a$0.1 million loss fromour 34% interest inWindward, an additional $0.8million loss from
our25%interestinBergenanda$0.5 millionlossfromour50%interestinDWM.In2024,thelosswas
attributable to a $0.5 million loss fromour 45.87% interest in Windward, which waspartially offset by a $0.3
million gain from our 25% interest in Bergen and a $0.1 million gain from our50% interest in DWM.
Year ended December 31, 2024 compared to the year ended December 31, 2023
For a discussion of the year ended December 31, 2024 compared to the year ended December 31, 2023,
please refer to “Item 5. Operating and FinancialReview and Prospects” in our Annual Reporton Form 20-
F,for the year ended December 31, 2024 filed with the SEC on March 21,2025.
B.Liquidity and Capital Resources
Historically, we finance our short-term and long-termcapital requirements with cashfrom operations, cash
atbanks,equitycontributionsfromshareholders,long-termbankdebt,financeliabilitiesandsenior
unsecuredbonds.Ourmainusesoffundshavebeencapitalexpendituresfortheacquisitionand
construction ofnew vessels,expenditures incurredin connectionwithensuring thatour vesselscomply
with international andregulatory standards, repaymentsof bankloans, repurchase ofour common stock
and payment of dividends.
Our short-termliquidity requirements includefunding theinstallments forthe constructionof twovessels
withexpecteddeliveriesin2027and2028,fundingtheconstructionofanofficebuilding,paymentsof
committed capital under the terms of our joint ventures in Windward and Ecogas,expenditures relating to
scheduleddrydockandspecialsurveysofourvesselstocomplywithinternationalandregulatory
standards,paymentsofinterestandprincipalinstallmentsunderourbankloans,ourbond,andlease
agreements and payment of dividends,common and preferred.Our primary sources of short-termliquidity
75
include cash generated fromoperating activities, available cashbalances,proceeds from theexercise of
warrants and vessel sales.
Ourlong-termliquidityrequirementsincludefundingournewbuildingvesselinstallments,interestand
principalpaymentsonoutstandingdebt,bond,andleaseagreements,loanmaturities,paymentof
dividends,commonandpreferred,ifdeclaredbytheboardofdirectors,expendituresfordrydockand
special surveysas they becomedue. Sources offunding forour long-termliquidity requirements include
cashflowsfromoperations,availablecashbalances,bankborrowings,issuanceofdebtandequity
securities, and vessel sales.
As ofDecember 31,2025 and2024, workingcapital, definedas currentassets minuscurrent liabilities,
including thecurrent portionof long-termdebt andfinance liabilities,amounted to$155.3 millionand $126.4
million, respectively.The increase inworking capital wasprimarily driven bya $118.2million increasein
investments in equitysecurities related to theacquisition of 14.8% ownershipinterest in Genco. Working
capital also increased by$4.2 million due tothe reclassification of ourequity method investmentin Bergen
ascurrent,resulting fromBergen’ssaleof
DSI Drammen
.Theincreasewaspartially offsetby a$83.9
million decreasein cashand cashequivalents andtime deposits,mainly dueto thematurity oftime deposits
and theredeployment ofavailable liquidityinto equitysecurities. Workingcapital wasfurther affectedby
an increasein currentliabilities, primarilydue toa highercurrent portionof long-termdebt followingthe
issuance ofa newloan during2025. Webelieve thatour workingcapital issufficient tocover ourshort-
term requirements.
Cash andcash equivalents, includingrestricted cash,are primarily heldin U.S.dollars andamounted to
$122.3 millionas ofDecember 31,2025 and$143.7 millionas ofDecember 31,2024. Restrictedcash,
non-current, whichrepresents minimumliquidity requirementsunder ourloan facilities,as of December31,
2025 and 2024, amounted to$18 million and $19 million,respectively.Restricted cash, current consistsof
loan proceeds drawn duringthe year maintained ina pledged account inorder to reducethe loan’s margin
and asof December31, 2025amounted to$53.8 million.Time deposits withmaturities abovethree months
amounted to $0 million and $63.5million as of December 31, 2025 and2024,respectively. Ourcash and
cash equivalents, restricted cash and timedeposits represent our unused sources of liquidity tomeet our
short- and long-term obligations.
During 2025 and 2024, our sources and uses of cash were asfollows:
Net Cash Provided by Operating Activities
Net cash provided by operatingactivities decreased by $36.0 million,or 43%.In 2025, net cashprovided
byoperatingactivitieswas$47.5 millioncomparedtonetcashprovidedbyoperatingactivitiesof
$83.5 million in2024. Thedecrease wasmainly attributableto theproceeds fromthe saleof ourinvestment
in equitysecurities recognized in2024, increased dry-dockingand special surveycosts incurred in2025
andloweroperatingcashinflows,primarilyreflectingreducedoperatingdaysfollowingthesaleoftwo
vessels during the year.
Net Cash Used in Investing Activities
Netcashusedininvesting activitieswas$32.0 millionfor2025,whichconsistsof$1.5millionpaidfor
vessels underconstruction andimprovements; $23.0 millionof proceedsfrom thesale oftwo vesselsin
2025; $118.3 million paid to acquire investments,net of a $3.5 millionreturn of capital from ourinvestment
in Windward;$3.0 million proceedsfrom the saleof the SeriesB Preferred sharesof OceanPal; a$63.5
milliondecreaseintimedepositswithmaturityabovethreemonths;and$1.7millionrelatingtothe
acquisition of property and equipment.
76
Net cashused ininvesting activitieswas $39.8million for2024, whichconsists of$20.5 millionpaid for
vessels underconstruction andimprovements; $35.2 millionof proceedsfrom thesale oftwo vesselsin
2024; $27.2 millionpaid to acquireinvestments in Windward;increased investmentby $23.5 millionin time
depositswithmaturityabovethreemonths;and$3.7millionrelatingtotheacquisitionofpropertyand
equipment.
Net Cash Used in Financing Activities
Net cash used infinancing activities was $36.9 millionfor 2025, whichmainly consists of $55.0million of
proceedsfromtheissuanceoflongtermdebt;$58.2millionofrepaymentsofbankdebtandfinance
liabilities;$23.0 million ofpayments for therepurchase of commonstock; $5.8 millionand $4.6 millionof
cash dividendspaid onour preferredand commonstock, respectively;and $0.4million offinance costs
paid in connection with the new loan agreement.
Net cash used in financing activities was $21.7million for 2024, which consists of $117.2 million proceeds
from issuanceof long termdebt; $123.0 millionof bankdebt andfinance liabilities thatwe repaid; $24.2
million proceeds from issuance of common stock; $5.8 million and $29.0 millionof cash dividends paid on
our preferred andcommon stock,respectively; and$5.3 millionof financecosts paid inrelation to newloan
agreements.
For a detaileddiscussion ofcash flowsfor theyear endedDecember 31,2024 comparedto the yearended
December 31, 2023 please see “Item 5. Operating and Financial Review and Prospects - B. Liquidity and
Capital Resources”included inour2024 AnnualReport filedon Form20-F withthe SEConMarch 21,
2025.
Commitments for Capital Expenditures
As of thedate of this annual report,we have outstanding commitments amounting to:(i) $73.6 million for
the construction of two 81,200 dwt methanol dual-fuel newbuilding Kamsarmax dry bulk vesselsexpected
to bedelivered inthe thirdquarter of2027 andthe firstquarter of2028; (ii)€9.4 millionunder ourjoint
venture agreement with Windward;(iii) $8.2 million remaining commitment toEcogas for the construction
oftwo7,500cbmLPGvesselswithexpecteddeliveriesin2027and(iv)$50.4millionofpurchase
obligations under our lease agreements.
We also incurcapital expenditureswhen ourvessels undergostatutory (drydockand special)surveys. This
process mayrequire us toreposition vessels fromdischarging ports toshipyard facilities, whichreduces
operatingdaysduringtheperiod.Additionalcapitalexpendituremayalsoberequiredforvessel
improvements needed to comply with new or upcoming regulations.
Over the nexttwelve months, wewill require capitalto fund ongoingoperations, debt service,common and
preferred dividend payments, bareboat charter hire payments,and investments.
As of the date of this annual report,we have contracted revenues covering around 81% of our ownership
days in 2026, in timecharter agreements having an average timecharter rate above our break-even rate
as ofDecember 31, 2025,and we havefixed around 9%of our ownershipsdays in 2027.Our revenues
for the unfixed days in 2026and 2027 will be affected by the developments in the dry bulk market and we
cannot assureyou that wewill beable to successfullyrenew existingcharters at ratessufficient toallow
ustomeetallofourobligations.Asofthedateofthisannualreport,webelievethatcontractedand
anticipatedrevenues willresultininternally generatedcash flowsand togetherwith availablecashand
cash equivalentswill besufficient tofund ourshort-term and long-termcapital requirements.In addition,
weexpecttofinancepartofourlongtermcapitalrequirements,suchastheconstructioncostofour
methanol vessels, with new bank debt and if needed vessel sales.
77
Debt instruments and guarantees
As of December31, 2025,we had $529.2million oflong-term debtunder theagreements describedbelow.
Secured Term Loans
On January 4,2017, wedrew down $57.24million, under asecured loanagreement withthe Export-Import
BankofChina,datedJanuary7,2016,tofinancepartoftheconstructioncostof
SanFrancisco
and
Newport News
. The loan is payable in equal quarterly instalments of about$1.0 million each until January
4, 2032.
On July25, 2024,we drewdown $167.3million undera newloan agreementwith NordeaBank AB,or
Nordea,whichwasusedtorefinanceotheroutstandingagreementswiththesamebank.Theloanis
repayable in equalquarterly instalments of $4.5million and aballoon instalment of $64.8million payable
on July 25, 2030.
OnApril12,2023,weenteredintoa$100milliontermloanfacilitywithDanishShipFinanceA/Sto
refinance outstanding loan balanceswith another bank and forworking capital. On October 18,2024, we
refinancedtheoutstandingbalanceoftheloanwithanewloanwhichisrepayableinequalquarterly
instalments of $2.5 million each and aballoon of $14.3 million payabletogether with the last instalment on
April 18, 2031.
On June26, 2023,we enteredinto a$100 millionloan agreementwith DNBBank ASA,or DNB,to refinance
anoutstandingloanbalance withanotherbankandforworkingcapital. Theloanisrepayableinequal
quarterlyinstalmentsof$3.8millionuntilDecember27,2029.Theloanissubjecttoamarginreset,
according towhich theborrowers andthe lenderswill enterinto discussionsto agreeon anew margin.
Unless theparties agreeon anew margin,the loanwill bemandatorily repayable onJune 27,2027. As
part of the loan agreement, on July 6, 2023, we entered into an interest rate swap with DNB for a notional
amount of$30 millionand quarterlyamortization of$1.2 million.Under theinterest rateswap, wepay a
fixed rate of4.268% andreceive floatingunder termSOFR. Theswap hasa terminationdate onDecember
27, 2029, and a mandatory break on June 27, 2027, the margin reset date of the loan, according to which
the swap will be terminated if theloan is prepaid. As of December 31, 2025, theinterest rate swap was a
liability having a fair value of $0.4 million.
On September 29,2025, we drewdown $55 millionunder a loanagreement with NationalBank of Greece,
or NBG. The loan proceeds were deposited in a pledgedaccount with the bank to reduce the margin. The
Company may withdraw anypart or allof the funds fromthe pledged account atthe end ofeach interest
period, provided no event of default hasoccurred. The loan is repayable in equal quarterlyinstalments of
$1.3 million and a balloon instalment of $25.0 million payable on September29, 2031.
UnderthesecuredtermloansoutstandingasofDecember31,2025,31vesselsofourfleetwere
mortgaged withfirst preferredor priorityship mortgages.Additional securitiesrequired bythe banksinclude
first priority assignment of all earnings, insurances,first assignment of time charter contracts withduration
thatexceedsacertainperiod,pledgeoverthesharesoftheborrowers,manager’sundertakingand
subordination and requisition compensation and either a corporate guarantee by Diana Shipping Inc. (the
“Guarantor”) or aguarantee bythe ship owningcompanies (where applicable),financial covenants,as well
as operatingaccount assignments.The lendersmayalso requireadditional securityin thefuture inthe
eventtheborrowersbreachcertaincovenantsundertheloanagreements.Thesecuredtermloans
generallyincluderestrictionsastochangesinmanagementandownershipofthevessels,additional
indebtedness, aswell asminimum requirementsregarding hullcover ratioand minimumliquidity pervessel
ownedbytheborrowers,ortheGuarantor,maintainedinthebankaccountsoftheborrowers,orthe
Guarantor.Furthermore, the securedterm loans containcross default provisions andadditionally we are
78
not permitted to pay any dividends following the occurrence of an event of default. All of our secured term
loans bear interest in Term SOFR plus a margin.
As of December 31, 2024 and2025, and the date of thisannual report, we were in compliance withall of
our loan covenants.
Senior Unsecured Bond:
On July2, 2024,we issueda bondof $150million nominalvalue atpar andon November8, 2024,we
issued an additionalamount of$25 millionnominal valueat 102.00% ofpar.The bond proceedswere used
to refinance the outstanding balance of our $125 million seniorunsecured bond maturing in June 2026 at
a price equal to 103.35% of nominal value. Thebond has a US Dollar fixed-rate couponof 8.75% payable
semi-annually in arrears in January andJuly of each year.The bond is callable in wholeor in part in July
2027 ata priceequal to103.50% ofnominal value;in January2028 ata priceequal to102.625% ofnominal
value; inJuly 2028at aprice equalto101.75% andafter January2029 ata priceequal to100.00% of
nominal value.The bondranksaheadofsubordinated capitaland ranksthesamewithallother senior
unsecured obligations of the Company other than obligationswhich are mandatorily preferred by law. The
bond includes financialand other covenantsand is tradingon the OsloStock Exchange underthe ticker
symbol “DIASH03”.
Finance Liabilities
On March 29, 2022, we entered into a $50 million sale and leaseback agreement with an unaffiliated third
party,for aperiod of tenyears, under whichwe payhire, monthly inadvance and wehave the optionto
repurchase the vessel after theend of the third year ofthe charter period, or eachyear thereafter, until the
terminationof thelease, atspecific prices,subject toirrevocable andwritten noticetotheowner.If not
repurchased earlier, we have the obligation to repurchase the vesselfor $16.4 million, on the expiration of
the lease on the tenth year.
On August 17, 2022,we entered into twosale and leaseback agreements with twounaffiliated Japanese
third parties, foran aggregate amountof $66.4 million,for a periodof eight years,each,under which we
pay hire, monthly in advance,and we have the option to purchase the vessels at the end of the third year
ofeachvessel'sbareboatcharterperiod,oreachyearthereafter,untiltheterminationofthelease,at
specific prices, subject to irrevocableand written notice to theowner. Ifnot repurchased earlier,we have
theobligation torepurchase thevessels for$13.0million, each,on theexpiration ofeachlease onthe
eighth year.
OnDecember6,2022,weenteredintoasaleandleasebackagreementfor$29.9millionwithan
unaffiliated third party, fora period often years,under whichwe payhire, monthlyin advance,and wehave
theoptiontorepurchasethevesselaftertheendofthethirdyearofthecharterperiod,oreachyear
thereafter, until thetermination of the lease, at specificprices, subject to irrevocable and writtennotice to
the owner.If not repurchased earlier,we have the obligation to repurchase thevessel for $8.1 million, on
the expiration of the lease on the tenth year.
Guarantees
On March 30,2023, we enteredinto a corporateguarantee with Nordeaunder which weguaranteed the
performance by Bergen Ultra of itsobligations under a loan agreement with thebank,maturing on March
30, 2028.As ofDecember 31,2025, theloan hadan outstandingbalance of$12.3 millionand wasfully
repaidinJanuary2026afterthesaleofBergenUltra’svessel.Followingrepaymentoftheloan,the
corporate guarantee provided to Nordea was released.
79
C.Research and development, patents and licenses
Weincur fromtime totime expendituresrelating toinspections foracquiring newvessels thatmeet our
standards. Such expenditures are insignificant and they are expensedas they incur.
D.Trend information
Demand for drybulk vessel services isinfluenced by global financial conditions.Global financial markets
and economicconditions havebeen, andcontinueto be,volatile. Ourresults ofoperations dependprimarily
on charterhire rates availableto fixour vessels andthe demand fordry bulk vesselservices. The Baltic
Dry Index, or the BDI, has long been viewed as the main benchmark to monitor the movements of the dry
bulk vesselcharter marketand theperformance of theentire drybulk shipping market.In 2025,the BDI
ranged from a lowof 715 to ahigh of 2,845 andclosed at 1,972 onMarch 12, 2026. Althoughthere can be
no assurancethat thedry bulkcharter marketwill notdecline fromcurrent levels,as ofthe dateof this
annual report,we havefixed about81% ofour fleetownership daysin 2026in timecharter agreements
having an average timecharter rate above our break-evenrate. Nevertheless, our revenuesand results of
operations in 2026 will be subject to demand for our services,the level of inflation, market disruptions and
interest rates.Demand forour drybulk oceangoingvessels isdependent uponeconomicgrowth inthe
world’s economies, seasonaland regional changes indemand and changes tothe capacity of theglobal
drybulkfleetandthesourcesandsupplyfordrybulkcargotransportedbysea.Continuedadverse
economic, political orsocial conditions orother developments couldfurther negatively impactcharter rates
and therefore have a material adverse effect on our business and results of operations.
E.Critical Accounting Estimates
Thediscussionandanalysisofourfinancialconditionandresultsofoperationsarebaseduponour
consolidatedfinancialstatements,whichhavebeenpreparedinaccordancewithU.S.GAAP.The
preparationofthosefinancialstatementsrequiresustomakeestimatesandjudgmentsthataffectthe
reportedamounts ofassetsand liabilities,revenues andexpenses andrelated disclosureofcontingent
assets and liabilities at the date of our financial statements. Actualresults may differ from these estimates
under different assumptions and conditions.
Impairment of Vessels
Long-lived assetsarereviewed forimpairment whenevereventsorchanges incircumstances (suchas
market conditions,obsolescence ordamage tothe asset,potential salesand otherbusiness plans)indicate
that thecarrying amountof anasset maynot berecoverable. Forimpairment testingpurposes, eachvessel
together with itsassociated deferred costsis considereda single assetgroup. When impairmentindicators
areidentified,theCompanycomparesthecarryingamountoftheassetgroupwiththeestimated
undiscounted projected netoperating cash flowsexpected to resultfrom the useof the assetgroup over
its remaining useful lifeand its eventualdisposition. If thecarrying amount exceedsthe undiscounted cash
flows,theassetgroupisconsiderednotrecoverableandiswrittendowntoitsfairvalue,determined
primarily through third-party valuations.
For vessels, theCompany estimates undiscounted netoperating cash flows byconsidering the historical
and projected vessel performance and utilization. A significantassumption in this analysis is the estimate
of future time charter rates forthe unfixed days, using the mostrecent 10-year average of historical1 year
time charter rates, netof commissions, availablefor each vessel class.These estimated timecharter rates
reflect the Company’schartering strategy,vessel operating historyper vessel classand at leastone full
shippingcycle,whereapplicable.Whenafull10-yearhistoryisnotavailable,theaverage1yeartime
charter rate of the available period is used. Thehistorical ten-year average rate used in 2025 to calculate
undiscountedprojectednetoperatingcashflowwas$13,596forourPanamax,KamsarmaxandPost-
Panamaxvessels,$16,309 forourUltramax vesselsand$17,517 forourCapesize andNewcastlemax
80
vessels, compared to $13,053, 16,626 and $16,315,respectively in 2024. Additional assumptions include
contractedcharterratesforfixeddaysbasedonexistingtimechartercontracts,anticipatedvessel
operating expenses,scheduled vessel maintenancecosts, fleetutilization levels,and estimatedresidual
values basedon scraprates. Assumptionsare inline withthe Company’shistorical performanceand its
expectationsforfuturefleetutilizationunderitscurrentfleetdeploymentstrategy.
Theundiscounted
projectednetoperatingcashflowsarecomparedwiththecarryingamountofthevessel,includingits
unamortizeddeferred costs.Ifthecarrying amountexceeds theundiscounted cashflows, thevessel is
writtendowntoitsfairvalue,andthedifferenceisrecognizedasanimpairmentloss.Althoughno
impairment loss was identified orrecorded in 2025, according toour assessment, the carrying value plus
unamortized deferredcost ofvessels forwhich impairmentindicators existedas ofDecember 31,2025,
was $281.3 million.
Historically,themarketvaluesofvesselshaveexperiencedvolatility,whichfromtimetotimemaybe
substantial.As a result, thecharter-free market value of certainof our vessels mayhave declined below
thosevessels’carryingvalueplusunamortizeddeferredcost.Thesevesselswouldbeimpairedin
accordance with therelated US GAAPguidance for impairmentrecognition, if theundiscounted cashflows
were lowercompared totheir carryingvalue. Basedon: (i)the carryingvalue plusunamortized deferred
cost ofeach ofour vessels asof December 31,2025 and2024 and (ii)what webelieve the charter-free
market value of eachof our vessels wasas of December 31,2025 and 2024, theaggregate carrying value
of 10 and12 of thevessels in ourfleet as ofDecember 31, 2025and 2024, respectively,exceeded their
aggregate charter-free market valueby approximately $37 millionand $22 million,respectively,as noted
in the table below. This represents the approximate amountby which we believe wewould have to reduce
our net income if we sold allof such vessels at December 31, 2025 and2024, on industry standard terms,
in cashtransactions, and toa willing buyerwhere we werenot underany compulsion tosell, andwhere
the buyer wasnot under anycompulsion to buy.For purposes ofthis calculation, wehave assumed that
these10 and12 vesselswould besold ata pricethat reflectsour estimateof theircharter-free market
values as of December 31, 2025 and 2024, respectively.
81
Vessel
Dwt
Year Built
Carrying Value plus unamortized
deferred cost
(in millions of US dollars)
2025
2024
1
Alcmene
93,193
2010
-
10.1
2
Amphitrite
98,697
2012
12.5
13.2
3
Astarte
81,513
2013
15.9
17.0
4
Atalandi
77,529
2014
15.1
16.0
5
Crystalia
77,525
2014
14.8
15.7
6
Electra
87,150
2013
12.8
13.4
7
G.P.Zafirakis
179,492
2014
22.6
23.8
8
Ismene
77,901
2013
10.6
11.1
9
Leto
81,297
2010
12.4
12.1
10
Los Angeles
206,104
2012
21.4
22.4
11
Maera
75,403
2013
10.3
11.0
12
Maia
82,193
2009
11.4
12.4
13
Medusa
82,194
2010
12.0
11.8
14
Myrsini
82,117
2010
13.3
13.4
15
Myrto
82,131
2013
15.7
16.8
16
New Orleans
180,960
2015
31.3
30.4
17
New York
177,773
2010
15.3
13.7
18
Newport News
208,021
2017
37.0
38.8
19
P.S.Palios
179,134
2013
31.4
33.3
*
20
Phaidra
87,146
2013
12.1
12.9
21
Philadelphia
206,040
2012
22.0
23.1
22
Polymnia
98,704
2012
12.8
13.5
23
San Francisco
208,006
2017
37.1
38.9
24
Santa Barbara
179,426
2015
33.7
35.7
*
25
Seattle
179,362
2011
21.0
20.2
26
Selina
75,700
2010
-
8.6
27
Semirio
174,261
2007
15.7
14.7
28
LEONIDAS P.C.
82,165
2011
18.9
*
19.5
*
29
Florida
182,063
2022
53.0
55.0
30
DSI Pyxis
60,362
2018
32.1
*
33.8
*
31
DSI Pollux
60,446
2015
27.9
*
28.4
*
32
DSI Phoenix
60,456
2017
29.5
*
31.1
*
33
DSI Polaris
60,404
2018
32.7
*
34.4
*
34
DSI Andromeda
60,309
2016
29.3
*
30.2
*
35
DSI Aquila
60,309
2015
27.8
*
28.5
*
36
DSI Pegasus
60,508
2015
27.0
*
27.3
*
37
DSI Altair
60,309
2016
28.2
*
29.7
*
38
DSI Aquarius
60,309
2016
28.0
*
29.5
*
Total
4,226,612
805
851
_______________________________
*
Indicates dry bulkvessels for whichwe believe, asof December 31,2025 and 2024,the charter-freemarket value
was lower than the vessel’scarrying value plus unamortized deferredcost. We believe that theaggregate carrying
valueplusunamortizeddeferredcostofthesevesselsexceededtheiraggregatecharter-freemarketvalueby
approximately $37 million and $22 million, respectively.
82
Ourestimatesofcharter-freemarketvalueassumethatourvesselswereallingoodandseaworthy
condition without need for repair and if inspected would be certified in class without notations of any kind.
Our estimates are based on information available from various industrysources, including:
●
reportsby industryanalysts anddataproviders thatfocuson ourindustry andrelated dynamics
affecting vessel values;
●
news and industry reports of similar vessel sales;
●
offers that we may have received from potential purchasers of our vessels; and
●
vesselsalepricesandvaluesofwhichweareawarethroughbothformalandinformal
communicationswithshipowners,shipbrokers,industryanalystsandvariousothershipping
industry participants and observers.
Asweobtain informationfromvarious industryandothersources, ourestimatesof charter-freemarket
value areinherently uncertain.In addition,vessel valuesare highlyvolatile; assuch, ourestimates may
not beindicative of thecurrent orfuture charter-free marketvalue ofour vessels orprices thatwe could
achieve if wewere to sell them.We also referyou to therisk factor in “Item3. Key Information—D. Risk
Factors” entitled“
The marketvalues ofour vesselscould decline,which couldlimit theamount offunds
that wecan borrowand couldtrigger breachesof certainfinancial covenantscontained inour loanfacilities,
which could adverselyaffect our operating results,and we mayincur a lossif we sellvessels following a
declineintheirmarketvalues
”andthediscussionundertheheading"Item4.Informationonthe
Company—B. Business Overview–Vessel Prices.”
Our impairment testexercise is sensitiveto variances inthe time charterrates. Our currentanalysis, which
alsoinvolvedasensitivityanalysisbyassigningpossiblealternativevaluestothissignificantinput,
indicated thattime charterrates wouldneed tobe reducedby 15%to resultin impairmentof individual
long-lived assetswith indicationof impairment.However, there canbe noassurance asto howlong charter
rates and vessel values will remain at their current levels.If charter rates decrease and remain depressed
forsometime,itcouldadverselyaffectourrevenueandprofitabilityandfutureassessmentsofvessel
impairment.
A comparison of the average estimated daily time charter equivalent rate used in our impairment analysis
with the average “break-even rate” for each major class of vessels is presentedbelow:
Average estimated daily time
charter equivalent rate used
Average break-even
rate
Ultramax
$16,309
$13,276
Panamax/Kamsarmax/Post-Panamax
$13,596
$9,960
Capesize/Newcastlemax
$17,517
$12,954
83
It should benoted thatas of December31, 2025,ten of ourvessels, havingindication ofimpairment, would
be affected by a reductionin time charter ratesbelow the averagebreak-even rate. Additionally, the use of
the1-year,3-yearand5-yearaverageblendedrateswouldnothaveanyeffectontheCompany’s
impairment analysis and as such on the Company’s results of operations:
Vessel type
1-year
(period)
Impairment
charge
(in USD
million)
3-year
(period)
Impairment
charge
(in USD
million)
5-year
(period)
Impairment
charge
(in USD
million)
Ultramax
$14,089
-
$15,319
-
$18,609
-
Panamax/Kamsarmax/Post-
Panamax
$12,929
-
$13,759
-
$16,719
-
Capesize/Newcastlemax
$22,074
-
$20,482
-
$21,105
-
Item 6.Directors, Senior Management and Employees
A.Directors and Senior Management
Set forthbelow arethe names,ages andpositions ofour directorsand executiveofficers. OurBoard of
Directors consistsof ninemembers andis electedannually ona staggeredbasis, andeach directorelected
holds office for a three-year term and untilhis or her successor is elected and has qualified, except in the
event ofsuch director’s death,resignation, removal orthe earliertermination ofhis orher termof office.
Officersareappointedfromtimetotimebyourboardofdirectorsandholdofficeuntilasuccessoris
appointed or their employment is terminated.
Name
Age
Position
Semiramis Paliou
51
Class III Director and Chief Executive Officer
Simeon Palios
84
Class I Director and Chairman
Ioannis Zafirakis
54
Class III Director and President
Anastasios Margaronis
70
Class I Director
Kyriacos Riris
76
Class II Director
Apostolos Kontoyannis
77
Class III Director
Eleftherios Papatrifon
55
Class II Director
Simon Frank Peter Morecroft
66
Class II Director
Jane Sih Ho Chao
49
Class I Director
Maria Dede
53
Co-Chief Financial Officer and Treasurer
Margarita Veniou
47
Chief Corporate Development, Governance &
Communications Officer and Secretary
Maria Christina Tsemani
47
Chief People & Culture Officer
Evangelos Sfakiotakis
54
Chief TechnicalInvestment Officer
The term of ourClass I directors expiresin 2027, theterm of our ClassII directors expires in2028, and the
term of our Class III directors expires in 2026.
The business address ofeach officer anddirector is the addressof our principal executiveoffices, which
are located at Pendelis 16, 175 64 Palaio Faliro, Athens, Greece.
Biographical information with respect to each of our directors and executiveofficers is set forth below.
SemiramisPaliou
hasservedasaDirectorofDianaShippingInc.sinceMarch2015,andasthe
84
Company’sChiefExecutiveOfficer,ChairpersonoftheExecutiveCommitteeandmemberofthe
SustainabilityCommitteesinceMarch2021.Ms.PaliouhasbeentheChiefExecutiveOfficerofDiana
ShippingServicesS.A.sinceMarch2021.Ms.PaliouistheChairpersonoftheHellenicMarine
Environment ProtectionAssociation (HELMEPA), aposition shehas heldsince June2020, whileshe joined
its board of directorsin March 2018. Asof July 2023, she servesas Chairperson of INTERMEPA.She is
also a member ofthe board of directors ofthe UK P&I Clubsince November 2020, member ofthe Union
of GreekShipowners sinceFebruary 2022and memberof theGlobal MaritimeForum sinceApril 2022.
She is Vice-Chairperson ofthe Greek committee ofDet Norske Veritas, a memberof the Greek committee
of NipponKaiji Kyokai,Bureau Veritas,American Bureauof Shippingand HellenicWarRisks. Shealso
served asa Directorof OceanPalInc. (NASDAQ:SVRN) fromApril 2021until October2025 andas the
Chairperson of theBoard of Directorsand ofthe Executive Committeeof OceanPal Inc.from November
2021 until October 2025.
Ms. Paliouhas over20 yearsof experiencein shippingoperations, technicalmanagement andcrewing.
She began hercareer at Lloyd’sRegister of Shippingwhere she workedas a traineeship surveyor from
1996to1998.ShewasthenemployedbyDianaShippingAgenciesS.A.From2007to2010shewas
employed as aDirector and President ofAlpha Sigma Shipping Corp.From February 2010 toNovember
2015, shewas theHead of theOperations, Technicaland Crewdepartment ofDiana Shipping Services
S.A. FromNovember 2015to October2016, sheserved asVice-President ofthe samecompany.From
November 2016totheend ofJuly 2018,she servedasManaging Directorand Headof theTechnical,
Operations, Crew andSupply department of UnitizedOcean TransportLimited. From November 2018to
February2020,sheworkedasChiefOperatingOfficerofPerformanceShippingInc.(ex.Diana
Containerships Inc.)(NASDAQ: PSHG).From October2019 untilFebruary 2021,Ms. Paliouserved as
DeputyChiefExecutiveOfficerofDianaShippingInc.ShealsoservedasmemberoftheExecutive
Committee and the Chief Operating Officer of the Company from August 2018until February 2021.
Ms.Paliou obtainedher BScin MechanicalEngineering fromImperial College,London andher MScin
NavalArchitecturefromUniversityCollege,London.Shecompletedcoursesin“FinanceforSenior
Executives”,in“AuthenticLeaderDevelopment”andacertificateprogramon“SustainableBusiness
Strategy” all atHarvard BusinessSchool. Ms. Paliouis also thedaughter of SimeonPalios, the Company’s
Chairman.
Simeon
P.
Palios
hasservedastheChairmanoftheBoardofDirectorsofDianaShippingInc.since
February2005andaDirectoroftheCompanysinceMarch1999.HeservedastheCompany’sChief
Executive Officerfrom February 2005until February 2021.Until December 2025,Mr.Palios also served
as the President of Diana Shipping Services S.A. which wasformed in 1986. Mr. Palios has experience in
the shipping industrysince 1969 andexpertise in technicaland operational issues.He has servedas an
ensign in the GreekNavy for the inspectionof passenger boats onbehalf of Ministry ofMerchant Marine
and isqualified asa navalarchitect andmarine engineer.Mr.Palios wasthe founderof DianaShipping
AgenciesS.A.,whereheservedasManagingDirectoruntilNovember2004,havingtheoverall
responsibility for itsactivities. From January13, 2010 untilFebruary 28, 2022,Mr.Palios also servedas
theChairmanoftheBoardofDirectorsofPerformanceShippingInc.(ex.DianaContainershipsInc.)
(NASDAQ: PSHG) and as Chief Executive Officer until October 2020.
Mr.Palios isa memberofvarious leadingclassification societiesworldwide andheis amember ofthe
boardofdirectorsoftheUnitedKingdomFreightDemurrageandDefenseAssociationLimited.Since
October 7, 2015, Mr.Palios has served asPresident of the Association “Friends ofBiomedical Research
Foundation,AcademyofAthens”.Heholdsabachelor'sdegreeinMarineEngineeringfromDurham
University.
Ioannis Zafirakis
has served asa Director ofDiana ShippingInc. since February2005. Mr. Zafirakis isthe
PresidentoftheCompanysinceJanuary2026.HeisalsomemberoftheExecutiveCommitteeofthe
Company.Mr.Zafirakis has held variousexecutive positions such asthe Secretary of theCompany,Co-
85
ChiefFinancialOfficer,Treasurer,ChiefStrategyOfficer,Company’sChiefFinancialOfficer,Chief
OperatingOfficer,ExecutiveVice-PresidentandVice-President.HeistheManagingDirectorofDiana
Shipping ServicesS.A. sinceJanuary 2026.Mr.Zafirakis servedas theChiefStrategy Officerand Co-
ChiefFinancialOfficerofDianaShippingServicesS.A.sinceJanuary2025.Priortothis,hewasthe
company’s Chief FinancialOfficer from March2020 (InterimFinancial Officeruntil February2021) andheld
the positions of Director and Treasurer. Also, he served as a Director of OceanPal Inc. (NASDAQ: SVRN)
fromApril2021toFebruary2026.HehasalsoservedasthePresident,SecretaryandInterimChief
FinancialOfficerofOceanPalInc.fromNovember2021toApril2023.Hewasalsomemberofthe
Executive Committee of OceanPal Inc. until February 2026.
From June 1997 toFebruary 2005, Mr.Zafirakis was employed byDiana Shipping Agencies S.A., where
he helda numberof positions infinance andaccounting. From January2010 toFebruary 2020,he also
served as Director andSecretary of PerformanceShipping Inc. (ex. DianaContainerships Inc.) (NASDAQ:
PSHG),whereheheldvariousexecutivepositionssuchasChiefOperatingOfficerandChiefStrategy
Officer.Mr.Zafirakis,currentlyalsoactsasDirector,President,SecretaryandTreasurer,forSea
Transportation Inc.
Mr. Zafirakis isa memberof theBusiness AdvisoryCommittee ofthe ShippingPrograms ofALBA Graduate
Business School atThe American Collegeof Greece. In2024, Mr.Zafirakis attended andcompleted the
AdvancedManagementProgrammeatINSEADBusinessSchoolinSingapore.Mr.Zafirakishasalso
obtainedacertificatein“BlockchainEconomics:AnIntroductiontoCryptocurrencies”fromPanteion
University ofSocial andPolitical Sciencesin Greece.He holdsa bachelor'sdegree inBusiness Studies
from City University Business School in London and a master's degree in International Transport from the
University of Wales in Cardiff.
Anastasios C. Margaronis
has served as a Directorof Diana Shipping Inc. sinceFebruary 2005. He also
served as President and as a member of the Executive Committee of the Company until December 2025.
SinceJanuary2026,Mr.MargaronishasbeenamemberoftheNominatingCommitteeandthe
Sustainability Committeeof theCompany.Mr.Margaronis wasthe DeputyPresident ofDiana Shipping
Services S.A., where he alsoserved as a Directorand Secretary until January 2026.Mr. Margaronis has
experience in the shipping industry, includingin ship finance and insurance, since 1980. Prior to February
21, 2005, Mr.Margaronis was employed by Diana Shipping Agencies S.A.in 1979 and performed on our
behalftheservicesheperformedasPresidentofDianaShippingInc.untilDecember2025.Hejoined
Diana ShippingAgencies S.A.in 1979and hasbeen responsiblefor overseeingour vessels’insurance
matters, including hulland machinery,protection and indemnityand war risksinsurances. From January
2010toFebruary2020,heservedasDirectorandPresidentofPerformanceShippingInc.(ex.Diana
Containerships Inc.) (NASDAQ: PSHG).
Inaddition,Mr.MargaronisisamemberoftheGreekNationalCommitteeoftheAmericanBureauof
Shipping. Hehas alsobeen onthe Members’Committee ofthe BritanniaSteam ShipInsurance Association
LimitedsinceOctober2022.FromOctober2005toOctober2019,hewasamemberoftheboardof
directors of the United Kingdom Mutual Steam Ship Assurance Association(Europe) Limited.
Heholdsabachelor'sdegreeinEconomicsfromtheUniversityofWarwickandamaster'sofscience
degree in Maritime Law from the Wales Institute of Science and Technology.
Eleftherios (Lefteris) A. Papatrifon
has served as a Director and a member of the Executive Committee
ofDianaShippingInc.sinceFebruary2023.HealsoservesastheChairpersonoftheCompany’s
Nominating Committee since May 2025.Prior to this appointment, he servedas Chief Operating Officer of
the Companyfrom March2021 toFebruary 2023.Mr.Papatrifon alsoserves asa Directorof OceanPal
Inc. (NASDAQ: SVRN) and a member of its Executive Committee, positions he has held since November
2021. From November 2021 to January 2023, he served as ChiefExecutive Officer of OceanPal Inc.
86
Prior to joining Diana Shipping Inc., he was Chief Executive Officer, Co-Founder and Director of Quintana
Shipping Ltd,a providerof drybulk shippingservices, from2010 untilthe company’ssuccessful saleof
assets and consequent liquidation in2017. Previously,for a period ofapproximately six years, he served
astheChiefFinancialOfficerandDirectorofExcelMaritimeCarriersLtd.Priortothat,Mr.Papatrifon
served for approximately15 years ina number ofcorporate financeand assetmanagement positions,both
in the USA and in Greece.
Mr. Papatrifon holds undergraduate (BBA) andgraduate (MBA) degreesfrom Baruch College (CUNY).He
is also a member of the CFA Institute and a CFA charterholder.
Kyriacos Riris
has served as a Director of Diana Shipping Inc. since March 2015. Since May 2022, he is
theChairman oftheAudit Committeeof theCompany.Mr.Riris wasalso amember oftheCompany’s
Nominating Committee from May 2015 until his voluntary resignation inDecember 2025.
Mr. Ririsserved in various positions in PricewaterhouseCoopers (PwC), Greece, including Deputy Senior
Partner, Managing Partner of the Audit andthe Advisory/Consulting Service lines.From 2009 to 2014, Mr.
Riris served as Chairmanof the Board ofDirectors of PricewaterhouseCoopers(PwC), Greece. Prior toits
merger withPwC, Mr. Ririswas employedby GrantThornton, Greece,where in1984 hebecame aPartner.
From 1976 to 1982, Mr. Riris was employed by Arthur Young, Greece.
SinceNovember2018,Mr.RirishasservedastheviceChairmanoftheBoardofTitanCement
International S.A., aBelgian corporation, whilealso retaining theposition as Chairmanof the Audit andthe
Risk Committee of the Group, since that date.
Mr.RirisholdsadegreefromBirminghamPolytechnic(presentlyBirminghamCityUniversity)and
completed his professional qualifications with the Association ofCertified Chartered Accountants (ACCA)
in the UK in 1975, becoming a Fellow of the Association of Certifiedand Chartered Accountants in 1985.
Apostolos Kontoyannis
is a Director, the Chairpersonof the CompensationCommittee and amember of
the Audit Committee of DianaShipping Inc., positions he hasheld since March 2005.Since March 2021,
Mr. Kontoyannis also serves as the Chairperson of the Sustainability Committee of the Company.
Mr.Kontoyannis hasover40yearsofexperienceinshippingfinanceandcurrentlyservesasfinancial
consultant to various shipping companies. He was employed by Chase Manhattan Bank N.A. in Frankfurt
(CorporateBank),London(HeadofShippingFinanceSouthWesternEuropeanRegion)andPiraeus
(Manager, Ship Finance Group) from 1975 to 1987.
Mr.Kontoyannis holds a bachelor'sdegree in Finance andMarketing and amaster's degree inBusiness
Administration and Finance from Boston University.
Simon Morecroft
has served as an independentDirector of Diana Shipping Inc.since May 2022 and asa
memberoftheCompany’s CompensationCommittee sinceMay2025. HealsoservesasaDirectorof
Enarxis Ltd,a shippingconsultancy company.Mr.Morecroft spenthis careerin theshipbroking industry
as a Saleand Purchasebroker. He joined BraemarShipbrokers Ltd(now Braemar PLC)in 1983becoming
a director in 1986and remained onthe board untilhis retirement in August2021. During thistime Braemar
grew from a boutiquebroking operation intoone of the world’smost successful fullyintegrated shipbroking
companies with a listing on the London Stock Exchange.
Mr. Morecroft graduated from Oxford University in 1980 with a Masters in PPE.
Jane Chao
has served as an independent Director of Diana Shipping Inc. since February 2023. She also
serves asa directorof WahKwong ShippingHoldings Limited,a positionshe hasheld since2008. Ms.
ChaoisthemanagingdirectorofWahKwongChinaInvestmentwhichcomprisesofresidentialand
87
commercial properties in Shanghai. Ms.Chao has founded her ownart consultancy company Galerie Huit
and lifestyle gallery Maison Huit in 2009 and recently, the non-profit Chao-Lee Art Foundation in 2022.
Ms.ChaohasalsoservedasaCouncilMemberforChangingYoungLivesFoundationhelping
underprivileged children in Hong Kong and China from 2014 to 2020.
MariaDede
hasservedasCo-ChiefFinancialOfficerofDianaShippingInc.sinceJanuary2025and,
effectiveJanuary 1,2026, alsoholdstheposition ofTreasurer.Prior totheseroles,Ms.Dedewasthe
Company’s Chief Accounting Officer from September2005. Additionally, she has been Co-Chief Financial
Officer ofDiana Shipping ServicesS.A. since January2025, having previouslyserved as thecompany’s
Finance Manager and Chief Accounting Officer of the Company.
Ms. Dede began her career in 1996 at VenusEnterprises S.A., a ship-management company, where she
held various positions primarily in accounting andsupplies until 2000. She then joinedthe Athens branch
ofArthur Andersenin 2000,which mergedwith Ernst& Young(Hellas) in2002, servingas anexternal
auditor for shipping companies until 2005.
She holdsa Bachelor’sdegree inMaritime Studiesfrom theUniversity ofPiraeus, aMaster’s degreein
Business Administrationfrom the ALBAGraduate BusinessSchool ofthe American Collegeof Greeceand
a Master’s degree in Auditing and Accounting fromthe Greek Institute of Chartered Accountants.
MargaritaVeniou
hasservedastheChiefCorporateDevelopment,Governance&Communications
OfficerofDiana ShippingInc.sinceJuly2022and effectiveJanuary 1,2026alsoholdstheposition of
SecretaryoftheBoard ofDirectorsofDiana ShippingInc.FromSeptember2004until June2022, she
servedintheCorporatePlanning&GovernanceDepartmentofDianaShippingInc.,holdingvarious
positions as Associate,Officer and Manager.Ms. Veniou is alsothe Corporate Development,Governance
&Communications Managerof DianaShipping ServicesS.A., aposition shehasheld since2022, and
from2004to2022sheheldvariousotherpositionsatDianaShippingServicesS.A.Inaddition,since
November 2021,Ms. Veniouhasserved asthe ChiefCorporate Development& GovernanceOfficerof
OceanPal Inc. (NASDAQ: SVRN)and she has also served as the company’sBoard Secretary since April
2023.SheistheGeneral ManagerofSteamship ShipbrokingEnterprises Inc.,apositionshehasheld
since April 2014.
FromJanuary2010toFebruary2020,Ms.VenioualsoheldthepositionofCorporatePlanning&
Governance Officer of Performance Shipping Inc. (ex. Diana ContainershipsInc.) (NASDAQ: PSHG).
Ms. Veniouholds a bachelor'sdegree in MaritimeStudies and amaster's degree in MaritimeEconomics
& Policy from the University ofPiraeus, Greece. In 2024, she completed the"Leadership Communication
withImpact"programatINSEADBusinessSchool.Additionally,shehascompletedthe“Sustainability
LeadershipandCorporateResponsibility”programatLondonBusinessSchoolandhasobtainedthe
Certification inShipping Derivativesfrom AthensUniversity ofEconomics andBusiness. Ms.Veniou is also
a member of WISTA Hellas and ISO 14001 certified by Lloyd’s Register.
Maria-Christina Tsemani
has served as theCompany’s Chief People Officersince July 2022 and,as of
January2026,asChiefPeople&CultureOfficer.Ms.TsemanialsoservesasHRManagerofDiana
Shipping Services S.A., a position she has held since October 2020.
Ms.Tsemanihas over20 yearsof experiencein humanresources acrossmultinational companiesand
institutionalorganizations.PriortojoiningDianaShipping,sheservedasPeopleAcquisitionand
Development Manager ofVodafone Greece.During her career inVodafone from2008 to 2020,she held
various senior roles, including Senior HR Business Partner and Organizational Effectiveness and Reward
Manager. From 2004to 2008,Ms. Tsemani worked asa SeniorHR Consultantin PricewaterhouseCoopers
(PwC).From2001to2004,sheservedasaProjectManagerintheEuropeanCommission,basedin
88
Luxembourg.
Ms. Tsemaniholds abachelor’s degreein MathematicalSciences anda Master’sof Sciencein Applied
Statistics from the University of Oxford, UK.
Evangelos Sfakiotakis
has served as theChief Technical Investment Officer of DianaShipping Inc. since
January 2026.Mr.Sfakiotakis isalso theChief OperatingOfficer ofDiana ShippingServices S.A.since
September 2022,overseeing theoperational performanceand strategicmanagement ofa fleetof more
than30 bulkcarriers. Withmore than25 yearsof experienceacross theshipping industry,he hasheld
seniorleadershiprolesintechnical,fleet,andcorporateoperationswithinmajorship-management
organizations.
Before joiningDiana ShippingServices S.A. in2022, heserved asChief OperatingOfficer of PavimarS.A.,
managing adiverse fleetof carriers,container vessels,and tankers.Earlier,he spentover adecade at
TMS TankersLtd, where he progressed from Fleet Manager toTechnicalManager, supervising afleet of
upto50tankers(VLCC,Aframax,Suezmax,Handymax).Hisresponsibilitiescoveredfulltechnical
operations, strategic planning, and the oversight of both Technical and Purchasing Departments.
Mr.Sfakiotakis holds aDiploma inMechanical Engineeringfrom theUniversity ofPatras andcompleted
extensive postgraduateresearch inmechanical engineering,contributing toscientific publicationsin the
fields of computational mechanics, gear technology, and structural analysis.
B.Compensation
Aggregate executivecompensation (includingamounts paidto Steamship)for 2025was $6.0million. Since
June 1, 2010, Steamship, a related party,as described in "Item 7. Major Shareholders andRelated Party
Transactions—B. RelatedParty Transactions"has providedto usbrokerage services.Under theBrokerage
ServicesAgreementineffectduring2025,brokeragefeesamountedto$3.9millionandwealsopaid
commissionsforvesselsalesandpurchasesamounting to$0.4million.Weconsiderfeesunderthese
agreements to be part of our executive compensation due tothe affiliation with Steamship.
Non-employee directorsreceiveannual compensationintheamountof$52,000 plusreimbursement of
out-of-pocket expenses. In addition, each director serving as chairman of a committee receives additional
annual compensation of$26,000, plus reimbursementfor out-of-pocketexpenses with theexception ofthe
chairman ofthe auditand compensation committeewho receiveannual compensation of$40,000. Each
directorservingasmemberofacommitteereceivesadditionalannualcompensationof$13,000,plus
reimbursement for out-of-pocket expenseswith the exceptionof the memberof the auditcommittee who
receives annual compensation of $26,000, plus reimbursement forout-of-pocket expenses. In 2025, fees
and expenses of our non-executive directors amounted to $0.5million.
We do not have a retirement plan for our officers or directors.
Equity Incentive Plan
In November 2014, our board of directors approved, and the Company adopted the 2014Equity Incentive
Plan for 5,000,000shares of commonstock, amended onMay 31, 2018to increase theshares of common
stock to13,000,000 andfurther amendedon January8, 2021,referred toas “thePlan”, toincrease the
numberofsharesofcommonstockavailable fortheissuanceofequity awardsby20,000,000shares.
Currently, 1,394,759 shares remain reserved for issuance under the Plan.
Under the Plan, the Company’semployees, officers and directorsare entitled to receiveoptions to acquire
theCompany’scommonstock.ThePlanisadministeredbytheCompensationCommitteeofthe
Company’s Board of Directors, or such other committee of the Board asmay be designated by the Board.
89
UnderthetermsofthePlan,theCompany’sBoardofDirectorsisabletogrant(a)non-qualified stock
options, (b) stock appreciation rights,(c) restricted stock, (d)restricted stock units, (e)unrestricted stock,
(f) other equity-based or equity-related awards, (g)dividend equivalents and (h) cash awards. No options
or stock appreciationrights can beexercisable subsequent to thetenth anniversary ofthe date onwhich
suchAwardwasgranted.UnderthePlan,theAdministratormaywaiveormodifytheapplicationof
forfeiture of awardsof restricted stockand performanceshares in connectionwith cessation ofservice with
the Company.No Awardsmay begranted underthe Planfollowing thetenth anniversaryof thedate on
which the Plan was adopted by the Board (i.e.,January 8, 2031).
InFebruary2025and2026,ourboardofdirectorsawardedanaggregateof2,000,000sharesand
1,850,000 shares,respectively,of restrictedcommon stock toexecutive and non-executivedirectors. All
restricted sharesvest ratablyover aperiod ofthree yearsand aresubject toforfeiture untilthey vest.In
addition,in February2026,our boardof directorsalso awarded5,900,000 restrictedcommon sharesto
executiveandnon-executivedirectors,thatvestratablyoveraperiodofsixyears.Unlesstheyforfeit,
granteeshave theright tovote, toreceive andretain alldividends paidand toexercise allother rights,
powers and privileges of a holder of shares.
In 2025, compensationcosts relatingto the aggregateamount ofrestricted stockawards amountedto $9.6
million.
C.Board Practices
WehaveestablishedanAuditCommittee,comprisedoftwoboardmembers,whichisresponsiblefor
reviewingouraccountingcontrols,recommendingtotheboardofdirectorstheengagementofour
independent auditors,and pre-approvingaudit andaudit-relatedservices andfees. Eachmember hasbeen
determined by ourboard of directorsto be “independent”under the rulesof the NYSEand the rulesand
regulations ofthe SEC.As directedby itswritten charter, theAudit Committeeis responsiblefor appointing,
and overseeing thework of theindependent auditors,including reviewingand approving theirengagement
letterandallfeespaidtoourauditors,reviewingtheadequacyandeffectivenessoftheCompany's
accountingandinternalcontrolproceduresandreadinganddiscussingwithmanagementandthe
independent auditors theannual auditedfinancial statements. Themembers ofthe AuditCommittee are
Mr. KyriacosRiris (chairman and financialexpert) and Mr.Apostolos Kontoyannis (member andfinancial
expert).
We have established aCompensation Committeecomprised of twoboard members, which,as directed by
itswrittencharter,isresponsibleforsettingthecompensationofexecutiveofficersoftheCompany,
reviewing theCompany’s incentiveand equity-basedcompensation plans,and reviewingand approving
employment andseverance agreements.The membersof theCompensationCommittee areMr. Apostolos
Kontoyannis (chairman) and Mr. Simon Morecroft (member).
We have established a NominatingCommittee comprised of twoboard members, which, asdirected by its
writtencharter,isresponsibleforidentifying,evaluatingandmakingrecommendationstotheboardof
directorsconcerningindividualsforselectionsasdirectornomineesforthenextannualmeetingof
stockholders or tootherwise fill boardof director vacancies.The members ofthe Nominating Committee
are Mr. Eleftherios Papatrifon (chairman) and Mr. Anastasios Margaronis (member).
We have establisheda SustainabilityCommittee comprisedof Mr. Apostolos Kontoyannis(Chairman),Ms.
Semiramis Paliou (member) and Mr.Anastasios Margaronis (member).The Sustainability Committee, as
directed byits writtencharter,is responsiblefor identifying,evaluating andmaking recommendationsto
the Boardwith respectto significantpolicies andperformance onmatters relatingto sustainability, including
environmental risks andopportunities, social responsibility andimpact and thehealth and safetyof all of
our stakeholders.
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WehaveestablishedanExecutiveCommitteecomprisedofMs.SemiramisPaliou(Chairperson),Mr.
Ioannis Zafirakis(member), andMr.Eleftherios Papatrifon(member). TheExecutive Committeehas, to
the extent permitted by law,the powers of the Board of Directors in the managementof the business and
affairs of the Company.
Wealsomaintaindirectors’andofficers’insurance,pursuanttowhichweprovideinsurancecoverage
against certainliabilities towhich ourdirectors andofficers maybe subject,including liabilityincurred under
U.S.securities law.Our executivedirectors haveemploymentagreements, which,if terminatedwithout
cause, entitle them to continue receiving their basic salarythrough the date of the agreement’s expiration.
Clawback Policy
In December 2023,our Boardof Directorsadopted a policyregarding therecovery of erroneouslyawarded
compensation (“Clawback Policy”) in accordance with the applicable rules ofNYSE and Section 10D and
Rule 10D-1 of the Securities Exchange Act of 1934, as amended. In the event we are required to prepare
an accounting restatement due tomaterial noncompliance with anyfinancial reporting requirements under
U.S. securitieslaws orotherwise erroneousdata orif wedetermine therehas beena significantmisconduct
that causes material financial, operationalor reputational harm, we shallbe entitled to recover a portionor
all ofany incentive-basedcompensation, ifany,provided tocertain executiveswho, duringa three-year
periodprecedingthedateonwhichanaccountingrestatementisrequired,receivedincentive
compensationbasedontheerroneousfinancialdatathatexceedstheamountofincentive-based
compensation the executive would have received based onthe restatement.
OurClawbackPolicyshallbeadministeredbyourCompensation Committeewhohastheauthority,in
accordance withthe applicablelaws, rulesand regulations,to interpretand makedeterminationsnecessary
for the administration of theClawback Policy,and may forego recovery incertain instances, including if it
determines that recovery would be impracticable.
D.Employees
We crew our vesselsprimarily with Greek officers and Filipino officersand seamen and may also employ
seamen from Poland,Romania andUkraine. DSSand DWM areresponsible for identifyingthe appropriate
officersandseamenmainlythroughcrewingagencies.Thecrewingagencieshandleeachseaman's
training, traveland payroll.The managementcompanies ensurethat allour seamenhave thequalifications
and licenses required to complywith international regulations and shipping conventions. Additionally,our
seafaringemployeesperformmostcommissioningworkandsuperviseworkatshipyardsanddrydock
facilities. Wetypically manour vesselswith more crewmembers thanare required bythe country ofthe
vessel's flag in order to allow for the performance of routine maintenanceduties.
ThefollowingtablepresentsthenumberofshoresidepersonnelemployedbyDSSandthenumberof
seafaringpersonnelemployedbyourvessel-owningsubsidiariesasofDecember31,2025,2024and
2023.
Year Ended December 31,
2025
2024
2023
Shoreside
126
11
7
11
2
Seafaring
813
864
906
Total
939
981
1,018
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E.Share Ownership
With respect tothe total amountof common shares,Series B PreferredShares, Series CPreferred Shares
and Series D Preferred Shares owned by our officers and directors, individuallyand as a group, see “Item
7. Major Shareholders and Related Party Transactions—A. Major Shareholders.”
F.
Disclosure of Registrant's Action to Recover Erroneously Awarded
Compensation
Not applicable.
Item 7.Major Shareholders and Related Party Transactions
A.Major Shareholders
The following tablesets forth informationregarding ownershipof our commonstock of whichwe are aware
as of thedate of thisannual report, for (i) beneficialowners of fivepercent or more ofour common stock
and(ii) ourofficersanddirectors,individuallyandasagroup.Allofourshareholders,includingthe
shareholders listed in this table, are entitled to one vote for each shareof common stock held.
Title of Class
Identity of Person or Group
Number of
Percent of
Class*
Shares Owned
Common Stock,
Semiramis Paliou (1)
27,809,560
21.5%
par value $0.01
Anastasios Margaronis (2)
10,061,227
8.0%
Simeon Palios (3)
7,153,374
5.7%
F.Laeisz GmbH (4)
7,716,757
6.2%
All other officers and directors as a group (5)
9,668,908
7.8%
* Based on 123,539,757 common shares outstanding as ofMarch 12, 2026.
(1)Ms. Semiramis Paliouindirectly may be deemedto beneficially own21.5% of ouroutstanding
common stockthrough TuscanyShipping Corp.,or Tuscany, andthrough 4Sweet DreamsS.A.,
as the resultof her abilityto control thevote and dispositionof such entities.The shares include
5,931,386 sharesof commonstock issuableto SemiramisPaliou upon exerciseof 3,527,501
warrants distributedon December14, 2023.As ofDecember 31,2023, 2024and 2025,Ms.
Semiramis Paliou ownedindirectly 20.3%, 18.4%and 20.4%, respectively,of our outstanding
commonstock.Additionally,Ms.Paliouowns,throughTuscany,10,675sharesofSeriesC
Preferred Stock,par value$0.01 pershare, and400 sharesof SeriesD PreferredStock, par
value $0.01 pershare. The SeriesC Preferred Stockvote with ourcommon shares andeach
share ofthe SeriesC PreferredStock entitlethe holderthereof to1,000 voteson allmatters
submittedtoavoteofthecommonstockholdersoftheCompany.EachshareofSeriesD
Preferred Stock shall entitle the holder thereof to two hundred thousand (200,000) votes on all
matterssubmittedtoavoteofthestockholdersoftheCompany, providedhowever, that,
notwithstanding any other provisionof the Series DPreferred Stock statement ofdesignation,
to the extent that the total number ofvotes one or more holders of Series D Preferred Stock is
entitled tovote (includingany votingpower ofsuch holdersderived fromSeries DPreferred
Stock,sharesofCommonStockoranyothervotingsecurityoftheCompanyissuedand
outstanding as of the date hereof orthat may be issued in the future)on any matter submitted
toavoteofstockholders oftheCompanywould exceed36.0%ofthetotalnumberofvotes
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eligible to be cast on suchmatter, the totalnumber of votes that holders of Series DPreferred
Stock may exercise derivedfrom the Series DPreferred Stock together with CommonShares
andanyothervotingsecuritiesoftheCompany beneficiallyownedbysuchholder,shallbe
reduced to36% ofthe totalnumber ofvotes thatmay becast onsuch mattersubmitted toa
vote of stockholders.
(2)Mr. AnastasiosMargaronismaybedeemedtobeneficiallyown8.0%ofouroutstanding
common stock through Anamar Investments Inc. and ESX Investments Inc. as the result of his
abilitytocontrolthevoteanddispositionofsuchentities.Thesesharesinclude3,014,529
sharesofcommonstockissuabletoAnastasiosMargaronisuponexerciseof1,792,794
warrants distributed on December 14, 2023.
(3)Mr. Simeon Palios may be deemed to beneficially own 5.7% of our outstanding common stock
throughTaracanInvestmentsS.AandLimonCompaniaFinancieraS.A.astheresultofhis
abilitytocontrolthevoteanddispositionofsuchentities.Thesesharesinclude1,189,537
sharesofcommonstockissuabletoSymeonPaliosuponexerciseof707,439warrants
distributed on December 14, 2023.
(4)This information is derivedfrom a Schedule13D filed withthe SEC on June12, 2025, adjusting
the percentage figurebased on thecommon shares issuedand outstanding asof the dateof
this report.
(4)Mr.IoannisZafirakismaybedeemedtobeneficiallyown4,934,878shares,or3.9%ofour
outstanding common stock, beneficiallyowned through Abra MarinvestInc. The shares include
shares of commonstock issuableupon exercise ofhis warrants. Mr. EleftheriosPapatrifon may
be deemedto beneficiallyown 1,800,772shares, or1.5% ofour outstandingcommon stock.
Thesharesincludesharesofcommonstockissuableuponexerciseofhiswarrants.Mr.
Apostolos Kontoyannis maybe deemedto beneficiallyown 1,314,941shares, or1.1% ofour
outstandingcommonstock.Allotherofficersanddirectorseachownlessthan1%ofour
outstanding common stock.
As ofMarch 12,2026, wehad 79shareholders of record,65 ofwhich were locatedin theUnited States
andheldanaggregateof103,357,639ofourcommonshares,representing82.3%ofouroutstanding
commonshares.However,oneoftheU.S.shareholdersofrecordisCEDE&CO.,anomineeofThe
Depository TrustCompany,which held 101,864,543of ourcommon shares asof thatdate. Accordingly,
we believethat theshares heldby CEDE& CO.include commonshares beneficiallyowned byboth holders
in the UnitedStates andnon-U.S. beneficialowners. We arenot aware ofany arrangements,the operation
of which may at a subsequent date result in our change of control.
HoldersoftheSeriesBPreferredSharesgenerallyhavenovotingrightsexcept(1)inrespectof
amendments to the Articles ofIncorporation which would adversely alterthe preferences, powers or rights
oftheSeriesBPreferredSharesor(2)intheeventthatweproposetoissueanyparitystockifthe
cumulative dividends payableon outstanding PreferredStock are inarrears or anysenior stock.However,
if and wheneverdividends payableon theSeries BPreferred Sharesare inarrears forsix ormore quarterly
periods, whether or not consecutive, holdersof Series B Preferred Shares (voting togetheras a class with
allotherclassesorseriesofparitystockuponwhichlikevotingrightshavebeenconferredandare
exercisable) willbe entitled toelect one additionaldirector to serveon ourboard of directorsuntil such time
as all accumulated and unpaid dividends on the Series B PreferredShares have been paid in full.
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B.Related Party Transactions
OceanPal Inc.,or OceanPal
We own 207shares of OceanPal’s SeriesC Convertible Preferred Shares and 145,978common shares.
On October 28, 2025, the Company soldits 500,000 Series B Preferred Shares forcash consideration of
$3.0million.topurchasersinconnectionwithaPIPEofferingbyandbetweenOceanPalandcertain
purchasers.
Series C Preferred Shares donot have voting rights unlessthey are related to amendmentsof the Articles
of Incorporation that adverselyalter the preference, powersor rights of theSeries C PreferredShares or
toissueParityStockorcreateorissueSeniorStock.SeriesCPreferredSharesareconvertibleinto
common stockat theCompany’s option,at aconversion priceequal tothe lesserof $6.5and the10-trading
day trailing VWAP ofOceanPal’s common shares,subject to adjustments.Additionally, Series C Preferred
Shares have a cumulative preferred dividend accruingat the rate of 8% per annum, payable in cash or, at
OceanPal’s election, inkind and hasa liquidationpreference equal tothe stated valueof $1,000 pershare.
Dividend income from the OceanPal preferred shares during 2025 amountedto $16,560.
OceanPal Inc. Non-Competition Agreement
We have entered into a non-competition agreement with OceanPal Inc. ("OceanPal"), dated November 2,
2021, pursuant to which wegranted to OceanPal (i) aright of first refusal over anyopportunity available to
us(oranyofoursubsidiaries)toacquireorcharter-inanydrybulkvesselthatislargerthan70,000
deadweighttonsandthatwasbuiltpriorto2006and(ii)arightoffirstrefusaloveranyemployment
opportunity fora dry bulkvessel pursuantto a spotmarket charterpresented oravailable tous with respect
toanyvesselownedorcharteredin,directlyorindirectly,byus.Thenon-competitionagreementalso
prohibitsusandOceanPalfromsolicitingeachother'semployees.Thetermsofthenon-competition
agreement provide that itwill terminate on thedate that (i) ourownership of OceanPal’s equitysecurities
represents less than10% of totaloutstanding voting powerand (ii)we andOceanPal share nocommon
executive officers.
OceanPal Inc. Right of First Refusal
On November2, 2021,we enteredinto aright offirst refusalagreement withOceanPal Inc.pursuant to
which we granted OceanPalInc. a right offirst refusal over sixdrybulk carriers ownedby us, as ofthe date
of the agreement, and identified in the agreement. Pursuant to this right of first refusal,OceanPal Inc. has
the right, but not the obligation, to purchase one or all of the six identified vessels from uswhen and if we
make a determinationto sell oneor more ofthe vessels ata price equalto the fairmarket value ofeach
vessel atthe timeof sale,as determinedby theaverage oftwo independentshipbroker valuationsfrom
brokers mutuallyagreeable tous andOceanPal Inc.If OceanPalInc. doesnot exerciseits rightto purchase
a vessel, we have theright to sell the vesselto any third party fora period of three monthsfrom the date
notified OceanPal Inc.of our intent tosell the vessel.As of thedate of theannual report, only oneof the
six vessels identified in the agreement remains unsold.
Series D Preferred Stock
In June2021, weissued 400shares ofour designatedSeries DPreferred Stock,par value$0.01 pershare,
to Tuscany ShippingCorp., an entity controlled byour Chief Executive Officer,Ms. Semiramis Paliou, for
anaggregate purchasepriceof$360,000. TheSeriesDPreferred Stockhasno dividendorliquidation
rights.Each shareof SeriesD PreferredStock shallentitle theholder thereofto twohundred thousand
(200,000)votesonallmatterssubmittedtoavoteofthestockholdersoftheCompany, provided
however, that, notwithstandingany other provision ofSeries D Preferred Stockstatement of designation,
to the extent thatthe total number of votesone or more holdersof Series D Preferred Stockis entitled to
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vote (includingany votingpower ofsuch holdersderived fromSeries DPreferred Stock,shares ofCommon
Stock orany othervoting securityof theCompany issuedand outstandingas ofthe datehereof orthat
maybeissuedinthefuture)onany mattersubmitted toavoteofstockholders oftheCompanywould
exceed 36.0% ofthe total numberof votes eligibleto be caston such matter, the totalnumber of votesthat
holders of Series D Preferred Stockmay exercise derived from the SeriesD Preferred Stock together with
Common Shares and any other voting securities of the Company beneficially owned by such holder, shall
be reducedto 36%of thetotal numberof votesthat maybe caston suchmatter submittedto avote of
stockholders. The Series D Preferred Stock istransferable only to the holder’s immediatefamily members
and to affiliatedpersons. The issuance ofshares of SeriesD Preferred Stock toTuscany Shipping Corp.
was approved by anindependent committee of the Boardof Directors of theCompany, whichreceived a
fairness opinion from an independent third party that the transaction was fairfrom a financial point of view
to the Company.
Series C Preferred Stock
In January2019, weissued 10,675shares ofour designatedSeries CPreferred Stock,par value$0.01
per share, to anaffiliate of our Chairman, Mr.Simeon Palios.In September 2020, the SeriesC Preferred
SharesweretransferredfromanaffiliateofMr.SimeonPaliostoanaffiliateoftheCompany’sChief
Executive Officer,Mrs. Semiramis Paliou. TheSeries C Preferred Stockvote with the commonshares of
the Company, and each share entitles the holder thereof to 1,000 votes on all matters submitted to a vote
of the stockholdersof the Company. TheSeries CPreferred Stockhas no dividendor liquidationrights and
cannot be transferred without the consent of theCompany except to the holder’s affiliates and immediate
family members.The issuanceof sharesof SeriesC PreferredStock wasapproved byan independent
committee of theBoard of Directors,which receiveda fairness opinionfrom an independentthird party that
the transaction was fair from a financial point of view to the Company.
Steamship Shipbroking Enterprises Inc.
Steamship, anaffiliated entitycontrolled byour CEOMs. SemiramisPaliou,provides usbrokerage services
for an annualfee pursuantto a BrokerageServices Agreement.In 2025, brokeragefees, amountedto $3.9
million andwe paidan additionalamount of$0.4 millionfor commissionson thesale andpurchases of
vessels. The terms ofthis relationship are currently governedby a Brokerage ServicesAgreement dated
February 25, 2026 due to expire on December 31, 2026.
Altair Travel Agency S.A.
Altair Travel Agency S.A., or Altair,an affiliated entity that is controlled by our CEO Ms. Semiramis Paliou
provides us with travel related services. Travel related expenses in 2025, amountedto $2.7 million.
Diana Wilhelmsen Management Limited
Diana WilhelmsenManagement Limited,or DWM,is a50/50 jointventure whichprovides management
services to certainvessels in ourfleet for afixed monthly feeand commercial services fora fee charged
as a percentage ofthe vessels’ gross revenues. Management feesin 2025 amounted to $1.2million and
commissions amounted to $0.3 million.
Bond acquisition
Officers and directors ofthe Company and/orentities affiliated with thempurchased an aggregateof $47.3
million principal amount of our senior unsecured bond issued on July2, 2024.
95
Bergen Ultra LP
Bergen Ultra LP,or Bergen, is a limited partnership that owned until January 2026 a dry bulk carrier. One
of our subsidiaries,Diana GeneralPartner Inc.,owns 3%of thepartnership andacts as itsGeneral Partner
and another subsidiary, Komi Shipping Company Inc., owns 22%.The remaining partnership interestsare
owned by unaffiliatedthird parties. OnMarch 30, 2023,we entered intoa corporate guaranteewith Nordea
to secure Bergen’sobligations undera $15.4million loanfacility anda commissionagreement underwhich
theCompanyreceivedacommissionof0.8%perannum,ontheoutstandingbalanceoftheloan,as
compensation for providing this guaranteeto Nordea. We have also enteredinto an administrative service
agreementunderwhichDSSprovidesadministrativeservicestoBergen.In2025,incomefrom
administrativefeesamountedto$15,000,andwereceived$105,976aspaymentfortheguarantee
commission.
On November 19, 2025, Bergen entered into an agreement with an unrelated third party to sell the vessel
for $26.4 million.Upon completion of the vessel saleand full repayment of Bergen’s loan with Nordea,the
Company’s corporate guarantee for Bergen’s obligations under the loan was released.
Windward Offshore GmbH
WindwardOffshoreGmbH&Co.KG,orWindward,isalimitedpartnership operatinganoffshorewind
vesselcompanybasedinGermany.Oneofoursubsidiaries,DianaEnergizeInc.,orDianaEnergize,
enteredintoanovatedagreementtocontributecapitalforWindward’sconstructionoffourCSOVs,
ultimatelycontributing45.87%ofWindward’scapital.OnMay5,2025,anewpartnerwasadmittedto
Windward and the Company received Euro 3.1 million asreturn of capital, which reduced the Company’s
ownership percentage to 34%. As of December 31, 2025, our investmentin Windward amounted to $44.5
million consistingofadvances tofundtheconstruction ofthevessels,working capitalandourshare in
Windward’s results.
Diana Mariners Inc.
In2023,weacquiredthroughoneofoursubsidiaries,CebuShippingCompanyInc.,orCebu,a24%
interest in Cohen Global Maritime Inc., or Cohen,a company organized in the Republic of thePhilippines
for the purpose of providingmanning services to our vessels.Cohen was renamed DianaMariners Inc., or
Diana Mariners, in August2024. As of December31, 2025, our investmentin Diana Marinersamounted to
$0.4 million and$0.8 million wasdue from DianaMariners. As ofDecember 31,2025, all ofthe Company’s
ship-owning subsidiaries had entered into manning agreementswith Diana Mariners.
Ecogas Holding AS.
On March 12, 2025, we entered, through our wholly owned subsidiary Diana Gas Inc., into a joint venture
agreement with an unrelated party to establishEcogas, a company formed under the lawsof Norway,for
the purpose of building two 7,500 cbm LPG vessels scheduled for delivery in2027. The Company agreed
to contribute $18.5 million,representing an 80% equity interest for the construction of the two vessels. As
of December 31,2025, our investment inEcogas amounted to $8.8million, representing aportion of our
equity contributions to fund the construction of the vessels and working capital as well as our share of the
loss recognized from this investment at year-end.
C.Interests of Experts and Counsel
Not Applicable.
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Item 8.Financial information
A.Consolidated statements and other financial information
See “Item 18. Financial Statements.”
Legal Proceedings
We have not been involved in any legal proceedings which may have, or havehad, a significant effect on
our business, financial position,results of operationsor liquidity, nor are we aware ofany proceedings that
are pending orthreatened which mayhave a significanteffect on ourbusiness, financial position, results
ofoperationsorliquidity.From timetotime,we maybesubject tolegal proceedingsandclaims inthe
ordinary course of business,principally personal injuryand property casualtyclaims. We expect thatthese
claimswould becovered byinsurance, subjecttocustomary deductibles.Those claims,even iflacking
merit, could result in the expenditure of significant financial andmanagerial resources.
Dividend Policy
Our boardof directors reviewsand amends ourdividend policy fromtime totime inlight ofour business
plansandotherfactors. Inordertopositionustotakeadvantageofmarketopportunitiesinathen-
deterioratingmarket,ourboardofdirectors,beginningwiththefourthquarterof2008,suspendedour
common stock dividend. As a result of improvingmarket conditions in 2021, our board of directorselected
to declare quarterly dividendswith respect to thethird quarter of 2021and for each quarterthereafter, until
thefourthquarterof2025andtwospecialnoncashdividends,asdescribedinItem4A.Historyand
development of the Company.
The declaration and paymentof dividends willalways be subject to thediscretion of our boardof directors.
Thetimingandamountofanydividendsdeclaredwilldependon,amongotherthings,ourearnings,
financial condition andcash requirements andavailability, our ability to obtaindebt and equityfinancing on
acceptable terms as contemplated by our growth strategy and provisions of Marshall Islandslaw affecting
the payment of dividends. In addition, other external factors,such as our lenders imposing restrictions on
ourabilitytopaydividendsunderthetermsofourloanfacilities,maylimitourabilitytopay
dividends.Further,under theterms ofour loanagreements, wemay notbe permittedto paydividends
that would result in an event of default or if an event of default occursand is continuing.
MarshallIslandslawgenerallyprohibitsthepaymentofdividendsotherthanfromsurplusorwhena
company is insolvent or if the paymentof the dividend would renderthe company insolvent. Also, our loan
facilities and bond prohibit the payment of dividends should an eventof default arise.
We believethat, undercurrent law,any dividendsthat wehave paidand maypay inthe futurefrom earnings
and profits constitute“qualified dividendincome” and assuch are generallysubject to a20% United States
federal income tax rate withrespect to non-corporate United States shareholders. Distributionsin excess
of our earningsand profits willbe treated firstas a non-taxablereturn of capitalto the extentof a United
Statesshareholder’s taxbasis initscommon stockon adollar-for-dollar basisand thereafteras capital
gain.Pleaseseethesectionofthisannualreportentitled“Taxation”underItem10.Eforadditional
information relating to the tax treatment of our dividend payments.
Cumulative dividends on our SeriesB Preferred Shares are payableon each January 15, April15, July 15
and October15, when, asand ifdeclared by ourboard ofdirectors or anyauthorized committee thereof
outoflegallyavailable fundsforsuchpurpose.ThedividendrateforourSeriesBPreferredSharesis
8.875% perannum per$25.00 ofliquidation preferenceper share(equal to$2.21875 perannum pershare)
and is not subject to adjustment. Since February 14, 2019, we may redeem, in whole or fromtime to time
97
in part, the Series B Preferred Shares ata redemption price of $25.00 per share plus anamount equal to
all accumulated and unpaid dividends thereon to the date of redemption,whether or not declared.
Marshall Islandslaw provides thatwe maypay dividends onand redeem theSeries BPreferred Shares
only to theextent that assetsare legally availablefor such purposes.Legally availableassets generallyare
limited to our surplus, which essentially represents our retained earningsand the excess of consideration
received by us forthe sale of sharesabove the par valueof the shares. Inaddition, under MarshallIslands
law wemay notpay dividendson orredeem SeriesB PreferredShares ifwe areinsolvent orwould be
rendered insolvent by the payment of such a dividend or the makingof such redemption.
B.Significant Changes
There havebeen nosignificant changessince thedate oftheannual consolidatedfinancial statements
included inthis annualreport, otherthan thosedescribed inNote 16“Subsequent events”of ourannual
consolidated financial statements.
Item 9.The Offer and Listing
A.Offer and Listing Details
Thetrading marketforshares ofourcommon stockis theNYSE, onwhich ourshares tradeunder the
symbol “DSX” since March 23, 2005.
Our SeriesB PreferredStock hastraded onthe NYSEunder thesymbol “DSXPRB”since February21,
2014.
Our Warrants to Purchase Common Stock, expiring on or about December 14, 2026, havetraded on the
NYSE under the symbol “DSX WS” since December 14, 2023.
B.Plan of distribution
Not Applicable.
C.Markets
Our common shares have traded on the NYSE since March 23, 2005 underthe symbol “DSX,” our Series
B Preferred Stock has traded on the NYSEunder the symbol "DSXPRB" sinceFebruary 21, 2014 and our
Warrants have traded on the NYSE under the symbol “DSX WS” since December 14, 2023. Since July 2,
2024,our8.75%SeniorUnsecuredBonddue2029commencedtradingontheOsloStockExchange,
under the symbol "DIASH03."
D.Selling Shareholders
Not Applicable.
E.Dilution
Not Applicable.
F.
Expenses of the Issue
Not Applicable.
98
Item 10.Additional Information
A.Share Capital
Not Applicable.
B.Memorandum and Articles of Association
Our current amended and restated articles of incorporation are filed as exhibit 1.1 hereto, and our current
amended and restatedbylaws are filedas exhibit 1.2hereto. The information containedin these exhibits
is incorporated by reference herein.
Informationregardingtherights,preferencesandrestrictionsattachingtoeachclassofoursharesis
describedinExhibit 2.6tothisannualreporttitled“DescriptionofSecuritiesRegisteredPursuantto
Section 12 of the Securities Exchange Act of 1934.”
Stockholders Rights Agreement
OnFebruary 2,2024, weenteredintoanAmended andRestated StockholdersRightsAgreement with
ComputershareTrustCompany,N.A.,asRightsAgent,toamendandrestatetheStockholdersRights
Agreement, dated January 15, 2016.
Under the Amendedand RestatedStockholders RightsAgreement, wedeclared adividend payableof one
preferredstockpurchaseright,orRight,foreachshareofcommonstockoutstandingatthecloseof
businessonJanuary 26,2016.Each Rightentitles theregisteredholder topurchase fromusone one-
thousandth of a share of SeriesA participating preferred stock, par value $0.01per share, at an exercise
price of $25.00 per share. TheRights will separate from the common stock andbecome exercisable only
if a person orgroup acquires beneficialownership of 15% ormore of our commonstock (including through
entryintocertainderivativepositions)inatransactionnotapprovedbyourBoardofDirectors.Inthat
situation, each holder of a Right (other than theacquiring person, whose Rights will become void and will
not be exercisable)will have theright to purchase,upon paymentof the exerciseprice, a numberof shares
of ourcommon stock havinga then-current marketvalue equal totwice theexercise price. Inaddition, if
the Companyis acquiredin amerger orother businesscombination afteran acquiringperson acquires
15% or moreof our commonstock, each holderof the Rightwill thereafterhave the rightto purchase, upon
payment of theexercise price, anumber of sharesof common stockof the acquiringperson having athen-
current market value equalto twice the exercise price.The acquiring personwill not be entitledto exercise
these Rights.Under the Amended and Restated Stockholders Rights Agreement's terms, it will expire on
February 1, 2034. A copy of theAmended and Restated Stockholders Rights Agreement and a summary
of itsterms arecontained inthe Form8-A12B filedwith theSEC onJanuary 15,2016, withfile number
001-32458, as amended on February 2, 2024.
C.Material Contracts
Attached as exhibitsto this annualreport are thecontracts we considerto be bothmaterial and notentered
into in the ordinarycourse of business,which (i) areto be performedin whole orin part onor after thefiling
dateof thisannual reportor (ii)were enteredinto notmore thantwo yearsbefore thefiling dateof this
annual report. Other than these agreements, we have no material contracts,other than contracts entered
into inthe ordinarycourse ofbusiness, towhich theCompany orany memberof thegroup isa party.A
description of these isincluded in our descriptionof our agreements generally:we refer you to Item5.B for
a discussion of our loan facilities.
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D.Exchange Controls
UnderMarshallIslands,Panamanian,CypriotandGreeklaw,therearecurrentlynorestrictions onthe
export or import ofcapital, including foreign exchange controls or restrictionsthat affect the remittanceof
dividends, interest or other payments to non-resident holders of our securities.
E.Taxation
In theopinion ofSeward & KisselLLP,the following isa discussion ofthe material MarshallIslands and
U.S. federalincometaxconsiderationsoftheownershipanddispositionbyaU.S. HolderandaNon-
U.S. Holder,each as definedbelow,of thecommon stock. Thisdiscussion does notpurport to dealwith
thetaxconsequencesofowningcommonstocktoallcategoriesofinvestors,someofwhich,suchas
dealers insecurities orcommodities, financialinstitutions, insurancecompanies, tax-exemptorganizations,
U.S. expatriates, persons liable for the alternative minimumtax, persons who hold common stockas part
ofastraddle,hedge,conversiontransactionorintegratedinvestment,U.S. Holderswhosefunctional
currency is not the United States dollar, persons required to recognize income for U.S. federal income tax
purposesnolaterthanwhensuchincomeisreportedonan“applicablefinancialstatement,”investors
subject to the “base erosion andanti-avoidance” taxand investors that own, actually orunder applicable
constructive ownershiprules, 10%or moreof theCompany’s commonstock, maybe subjectto special
rules.Thisdiscussiondealsonlywithholderswhoholdthecommonstockasacapitalasset.Youare
encouraged to consult your owntax advisors concerning theoverall tax consequences arisingin your own
particular situation under U.S. federal, state, local or foreign law of theownership of common stock.
Marshall Islands Tax Considerations
The Company is incorporated in the Marshall Islands. Under current MarshallIslands law, the company is
not subject totax on incomeor capital gains,and no MarshallIslands withholding taxwill be imposedupon
payments of dividends by us to our shareholders.
United States Federal Income Taxation
ThefollowingdiscussionisbasedupontheprovisionsoftheU.S.InternalRevenueCodeof1986,as
amended(the“Code”),existingandproposedU.S.TreasuryDepartmentregulations,(the“Treasury
Regulations”),administrativerulings,pronouncementsandjudicialdecisions,allasofthedateofthis
Annual Report.This discussion assumes that we do not have an office or other fixed place of businessin
the United States. Unless the context otherwiserequires, the reference to Company belowshall be meant
to refer to both the Company and its vessel-owning and operatingsubsidiaries.
Taxation of the Company’s Shipping Income
In General
The Company anticipates that it will derive substantiallyall of its gross income from the use and operation
ofvesselsininternationalcommerceandthatthisincomewillprincipallyconsistoffreightsfromthe
transportationofcargoes,hireorleasefromtimeorvoyagechartersandtheperformanceofservices
directly related thereto, which the Company refers to as “ShippingIncome.”
Shipping Income that is attributableto transportation that begins orends, but that does notboth begin and
end,intheUnitedStateswillbeconsideredtobe50%derivedfromsourceswithintheUnitedStates.
ShippingIncomeattributabletotransportationthatbothbeginsandendsintheUnitedStateswillbe
considered to be100% derived fromsources within theUnited States. TheCompany is notpermitted by
lawtoengage intransportation thatgives riseto100% U.S. sourceShipping Income.Shipping Income
attributable totransportation exclusivelybetween non-U.S. portswill beconsidered tobe100% derived
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from sources outside the United States. Shipping Incomederived from sources outside the United States
will not be subject to U.S. federal income tax.
Based upon theCompany’s anticipatedshipping operations,the Company’s vesselswill operatein various
parts of the world, including to or from U.S. ports. Unless exempt from U.S. federal income taxationunder
Section 883oftheCode,theCompanywillbesubjecttoU.S. federalincometaxation,inthemanner
discussed below,to the extentits Shipping Incomeis considered derivedfrom sources withinthe United
States.
IntheyearendedDecember31,2025,approximately6.5%oftheCompany’sshippingincomewas
attributable to the transportation of cargoes either to or from a U.S. port. Accordingly, approximately 3.3%
oftheCompany’sshippingincomewouldbetreatedasderivedfromU.S. sourcesfortheyearended
December 31, 2025. Inthe absence ofexemption from U.S. federal incometax under Section 883 ofthe
Code, the Companywould have beensubject to a4% tax on itsgross U.S. sourceShipping Income, equal
to $0.3 million for the year ended December 31, 2025.
Application of Exemption under Section 883 of the Code
Under the relevant provisions of Section 883 of the Code and the final Treasury Regulations promulgated
thereunder,aforeigncorporationwillbeexemptfromU.S. federalincometaxationonitsU.S. source
Shipping Income if:
(1)It is organized in a qualified foreign country which, as defined, is onethat grants an equivalent
exemption fromtax tocorporations organizedin theUnited Statesin respectof theShipping
Income for which exemptionis being claimed underSection 883 ofthe Code, or the“Country of
Organization Requirement”; and
(2)It can satisfy any one of the following two stock ownership requirements:
•morethan50%ofitsstock,intermsofvalue,isbeneficiallyownedbyqualified
shareholderswhich,asdefined,includesindividualswhoareresidentsofaqualified
foreign country, or the “50% Ownership Test”;or
•its stock is“primarily and regularly” tradedon an established securitiesmarket located
in the United States or a qualified foreign country, or the “Publicly Traded Test”.
The U.S. Treasury Department has recognized the Marshall Islands,Panama and Cyprus the countriesof
incorporation ofeach ofthe Companyand itssubsidiariesthat earnsShipping Income,as aqualified foreign
country.Accordingly,theCompanyandeachofthesubsidiariessatisfytheCountryofOrganization
Requirement.
For the 2025taxable year, theeligibility ofthe Companyand eachsubsidiary toqualify forexemption under
Section 883oftheCodeiswhollydependentupontheCompany’sabilitytosatisfyeitherthe50%
Ownership Testor the Publicly Traded Test.
The 50% Ownership Test
Forpurposesofthe50%OwnershipTest,“qualifiedshareholders”include:(i)individualswhoare
“residents”(asdefinedintheTreasuryregulationspromulgatedunderSection883oftheCode(the
“Section883Regulations”)ofqualifiedforeigncountries,(ii)corporationsorganizedinqualifiedforeign
countries that meet thePublicly-Traded Test(discussed below), (iii) governments(or subdivisions thereof)
of qualified foreign countries, (iv)non-profit organizations organized in qualified foreign countries, and(v)
certain beneficiariesof pensionfunds organizedin qualifiedforeign countries,in eachcase, thatdo not
beneficiallyownthesharesintheforeigncorporationclaimingtheSection883Exemption,directlyor
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indirectly (at any point inthe chain of ownership), inthe form of bearer shares(as described in the Section
883 Regulations).For thispurpose, certainconstructive ownershiprules underthe Section883 Regulations
require lookingthrough the ownershipof entitiesto the ownersof the interestsin those entities.The foreign
corporation claimingtheSection 883Exemption basedon the50% OwnershipTestmust obtainallthe
factsnecessarytosatisfytheIRSthatthe50%OwnershipTesthasbeensatisfied(asdetailedinthe
Section 883 Regulations) and must meet certain substantiationand reporting requirements.
The Publicly-Traded Test
UndertheTreasuryRegulations,stockofaforeigncorporationisconsidered“primarilytraded”onan
establishedsecurities marketinacountryifthenumberofshares ofeachclassofstockthatis traded
during the taxable year onall established securities markets inthat country exceeds the numberof shares
ineachsuchclass thatis tradedduring thatyearonestablished securitiesmarkets inanyother single
country.
UndertheTreasuryRegulations, theCompany’scommonandpreferred stockwillbeconsidered tobe
“regularly traded” onthe NYSE if: (1)more than 50% ofits common stock,by voting power andtotal value,
is listed on the NYSE, referred to as the “Listing Threshold”, (2) its common stock istraded on the NYSE,
other than inminimal quantities,on at least60 days duringthe taxableyear (or one-sixthof the daysduring
a short taxable year), which is referred to as the “Trading Frequency Test”;and (3) the aggregate number
of shares of its common stock traded on the NYSE during thetaxable year is at least 10% of the average
number of shares of its common stock outstanding during such taxableyear (as appropriately adjusted in
the caseof ashort taxableyear), whichis referredto asthe “Trading VolumeTest”.The Trading Frequency
Test and Trading Volume Test are deemedto besatisfied underthe TreasuryRegulations ifthe Company’s
common stock is regularly quoted by dealers making a market inthe common stock.
Notwithstanding the foregoing, the TreasuryRegulations provide, in pertinent part,that stock of aforeign
corporationwillnotbeconsideredtobe“regularlytraded”onanestablishedsecuritiesmarketforany
taxable year during which 50%or more of such stockis owned, actually or constructively under specified
stockattributionrules,onmorethanhalfthedaysduringthetaxableyearbypersons,or“5%
Shareholders”,whoeachown5%ormoreofthevalueofsuchstock,orthe“5%OverrideRule.”For
purposesofdeterminingthepersonswhoare5%Shareholders,aforeigncorporationmayrelyon
Schedules 13D and 13G filings with the SEC.
However, the requirements of establishing these exemptions are onerous and there can be no assurance
that theCompany willeither satisfythe
50% OwnershipTestor the
Publicly TradedTestin 2025or in
future taxable years.
Taxation in Absence of Exemption Under Section 883 of the Code
Totheextent thebenefits ofSection883oftheCodeareunavailable withrespecttoanyitemofU.S.
source Shipping Income, the Company and each of its subsidiarieswould be subject to a 4% tax imposed
on such incomeby Section 887 ofthe Code ona gross basis, withoutthe benefit ofdeductions, which is
referred to asthe “4%Gross Basis Tax Regime”. Sinceunder the sourcingrules describedabove, nomore
than 50%of theCompany’s ShippingIncome wouldbe treatedas beingderived fromU.S. sources,the
maximum effectiverate ofU.S. federalincome taxon theCompany’s ShippingIncome wouldnever exceed
2% under the 4% Gross Basis Tax Regime.
BasedonitsU.S.source ShippingIncomeforthe2025taxableyearandintheabsenceofexemption
under Section 883 ofthe Code, the Companywould be subject to$0.3 million of U.S.federal income tax
under the 4% Gross Basis Tax Regime.
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The 4%Gross BasisTax Regime would not applyto U.S. sourceShipping Incometo the extentconsidered
to be“effectively connected”with theconduct ofa U.S.trade orbusiness.In theabsence ofexemption
under Section883 ofthe Code,such “effectivelyconnected” U.S.source ShippingIncome, netof applicable
deductions, would besubject to U.S.federal income taxcurrently imposed ata rate of21%.In addition,
earnings“effectivelyconnected”withtheconductofsuchU.S.tradeorbusiness,asdeterminedafter
allowance for certain adjustments, and certaininterest paid or deemed paid attributable tothe conduct of
the U.S. trade orbusiness may besubject to U.S.federal branch profitstax imposed ata rate of 30%.The
Company’s U.S. source Shipping Income would be considered “effectively connected” with the conduct of
a U.S. trade or business only if: (1) theCompany has, or is considered to have, a fixed placeor business
in the United States involved in the earningof Shipping Income; and (2) substantially allof the Company’s
U.S. source Shipping Incomeis attributable to regularlyscheduled transportation, suchas the operationof
a vessel that followeda published schedule withrepeated sailings at regularintervals between the same
points for voyages that begin orend in the United States, or,in the case of income fromthe chartering of
a vessel,is attributableto afixed placeof businessin theUnited States.Wedo notintend tohave, or
permitcircumstances thatwould resultinhaving avesseloperating totheUnitedStates ona regularly
scheduled basis.Based on the foregoing and onthe expected mode of our shippingoperations and other
activities, we believe thatnone of ourU.S. source Shipping Incomewill be effectivelyconnected with the
conduct of a U.S. trade or business.
Gain on Sale of Vessels
Regardless of whether wequalify for exemption underSection 883 of the Code,we will not besubject to
U.S.federalincometaxationwithrespecttogainrealizedonasaleofavessel,providedthesaleis
considered tooccur outsideof theUnited Statesunder U.S.federal incometax principles.In general,a
sale of avessel willbe consideredto occuroutside ofthe United Statesfor thispurpose iftitle to thevessel,
and risk ofloss with respectto the vessel,pass to thebuyer outside ofthe United States.It is expected
that any sale of a vessel by us will be considered to occur outside ofthe United States.
United States Taxation of U.S. Holders
ThefollowingisadiscussionofthematerialU.S.federalincometaxconsiderationsrelevanttoan
investment decisionby aU.S. Holder, asdefined below, withrespect toour commonstock. This discussion
doesnotpurporttodealwiththetaxconsequencesofowningourcommonstocktoallcategoriesof
investors,someofwhich maybesubject tospecial rules. Youareencouraged toconsult yourown tax
advisorsconcerningtheoveralltaxconsequencesarisinginyourownparticularsituationunderU.S.
federal, state, local or foreign law of the ownership of our common stock.
As usedherein, theterm “U.S.Holder” meansa beneficialowner of ourcommon stockthat (i)is aU.S.
citizen or resident, a U.S.corporation or other U.S. entity taxableas a corporation, an estate,the income
of whichis subject toU.S. federal incometaxation regardless ofits source, ora trust if(a) acourt within
theUnitedStates isable toexercise primaryjurisdiction overtheadministration ofthe trustand oneor
more U.S. personshave the authorityto control allsubstantial decisionsof the trustor (b) ithas an election
inplacetobetreatedasaUnitedStatesperson;and(ii)ownsthecommonstockasacapitalasset,
generally, for investment purposes.
Ifa partnershipholds ourcommon stock,thetax treatmentofa partnerwill generallydepend uponthe
status of the partner andupon the activities of thepartnership. If you are a partnerin a partnership holding
our common stock, you are encouraged to consult your owntax advisor on this issue.
Distributions
Subject tothe discussion ofpassive foreign investmentcompanies below,any distributions madeby the
Company with respect to its commonstock to a U.S. Holder willgenerally constitute dividends, whichmay
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betaxableasordinaryincomeor“qualifieddividendincome”asdescribedinmoredetailbelow,tothe
extent ofthe Company’scurrent oraccumulated earningsand profits,as determinedunder U.S.federal
income tax principles. Distributions in excess of the Company’s earningsand profits will be treated first as
a non-taxable return of capitalto the extent of the U.S. Holder’stax basis in his common stockon a dollar-
for-dollar basisand thereafteras capitalgain. Becausethe Companyis nota U.S.corporation, U.S.Holders
that are corporations will generally notbe entitled to claim a dividends-received deduction with respectto
any distributions they receive from the Company.
Dividends paid to aU.S. Holder which isan individual, trust, orestate, referred to hereinas a “U.S. Non-
CorporateHolder,”willgenerallybetreatedas“qualified dividendincome”thatistaxabletoHoldersat
preferential U.S.federal incometax rates,provided that(1) the commonstock isreadily tradableon an
established securitiesmarket inthe UnitedStates (suchas theNYSE onwhich thecommon stockis listed);
(2) the Companyis nota PFICfor thetaxable yearduring which thedividend ispaid orthe immediately
preceding taxable year (which the Company doesnot believe it is, hasbeen or will be); (3) theU.S. Non-
Corporate Holderhas ownedthe commonstock formore than60 days inthe 121-dayperiod beginning
60 days beforethe dateon whichthe commonstock becomesex-dividend; and(4) theU.S. Non-Corporate
Holder is notunder an obligation(whether pursuant toa short saleor otherwise) tomake payments with
respect to positions insubstantially similar or related property.There is no assurance thatany dividends
paid on our common stockwill be eligible forthese preferential rates inthe hands of a U.S.Non-Corporate
Holder. Any dividends paid by the Company whichare not eligible for thesepreferential rates will be taxed
asordinaryincometoaU.S.Non-CorporateHolder.Specialrulesmayapplytoany“extraordinary
dividend,” generally, a dividend paidby us in an amount which is equal to or inexcess of ten percent of a
U.S. Holder’s adjusted tax basis, or fair marketvalue in certain circumstances, in ashare of our common
stock.Ifwepayan“extraordinary dividend”onourcommon stockthatistreatedas “qualifieddividend
income,” thenany lossderived bya U.S. IndividualHolder fromthesale orexchange ofsuch common
stock will be treated as long-term capital loss to the extent of such dividend.
Sale, Exchange or other Disposition of Common Stock
Subject to thediscussion of thePFIC rules below,a U.S. Holdergenerally will recognizetaxable gain or
loss upona sale,exchange orother dispositionof theCompany’s commonstock inan amountequal to
thedifferencebetweentheamountrealizedbytheU.S.Holderfromsuchsale,exchangeorother
disposition andthe U.S.Holder’s taxbasis insuch stock. Suchgain orloss willbe treatedas long-term
capital gain or loss if the U.S. Holder’s holding period in the common stock is greater than one yearat the
time of the sale,exchange or other disposition. Long-term capitalgain of a U.S.Non-Corporate Holder is
taxableatpreferential U.S.Federal incometaxrates.AU.S.Holder’s abilitytodeduct capitallossesis
subject to certain limitations.
PFIC Status and Significant Tax Consequences
SpecialU.S.federalincometaxrulesapplytoaU.S.Holderthatholdsstockinaforeigncorporation
classified as a passive foreign investment company,or a “PFIC”, for U.S. federal income tax purposes. In
general, theCompany willbe treatedas aPFIC withrespect toa U.S.Holder if,for anytaxable yearin
which such Holder held the Company’s common stock, either:
•at least 75% of the Company’s gross income for such taxable year consists of passive
income (e.g., dividends, interest, capital gains and rents derivedother than in the
active conduct of a rental business), or
•at least 50% of the average value of the assets held by the corporationduring such
taxable year produce, or are held for the production of, such passiveincome.
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For purposes of determining whetherthe Company is a PFIC, theCompany will be treated as earningand
owning its proportionateshare of the income andassets, respectively, of any of its subsidiarycorporations
in which it owns at least 25% of thevalue of the subsidiary’s stock. Income earned, or deemedearned, by
theCompanyinconnectionwiththeperformanceofserviceswouldnotconstitutepassiveincome. By
contrast, rentalincome wouldgenerally constitutepassive incomeunless theCompany istreated under
specific rules as deriving its rental income in the active conduct ofa trade or business.
Based on the Company’scurrent operations and future projections, theCompany does not believe that it
is,nordoesitexpecttobecome,aPFICwithrespecttoanytaxableyear. Althoughthereisnolegal
authority directlyon point,the Company’sbelief isbased principally onthe positionthat, forpurposes of
determiningwhethertheCompanyisaPFIC,thegrossincometheCompanyderivesorisdeemedto
derive fromthetimechartering andvoyage charteringactivities ofitswholly-owned subsidiariesshould
constitute services income,rather than rentalincome. Correspondingly, theCompany believes thatsuch
incomedoesnotconstitutepassiveincome,andtheassetsthattheCompanyoritswholly-owned
subsidiaries own and operate in connection with the production of such income, in particular,the vessels,
donotconstituteassetsthatproduceorareheldfortheproductionofpassiveincomeforpurposes of
determining whether theCompany isa PFIC.The Companybelieves thereis substantiallegal authority
supporting its position consistingof case law andInternal Revenue Service, orthe “IRS”, pronouncements
concerningthecharacterizationofincomederivedfromtimechartersandvoyagechartersasservices
income forother taxpurposes. However, thereis alsoauthority which characterizestime charterincome
as rentalincome ratherthan servicesincome forother taxpurposes.It shouldbe notedthat inthe absence
of anylegal authority specificallyrelating tothe statutoryprovisions governing PFICs,the IRSor acourt
coulddisagreewiththisposition. Inaddition,althoughtheCompanyintendstoconductitsaffairsina
manner toavoid being classifiedas aPFIC with respectto any taxableyear, therecan be noassurance
that the nature of its operations will not change in the future.
As discussed more fully below,if the Company were tobe treated as a PFIC forany taxable year,a U.S.
HolderwouldbesubjecttodifferentU.S.federalincome taxationrulesdepending onwhether theU.S.
Holder makes anelection to treatthe Company asa “Qualified Electing Fund,”which election is referred
to asa “QEFElection.” Asdiscussed below,as analternative tomaking aQEF Election,a U.S.Holder
should beable tomake a“mark-to-market” election withrespect tothe commonstock, whichelection is
referred toas a“Mark-to-Market Election”.If theCompany wereto betreated asa PFIC,a U.S.Holder
would berequired tofile withrespect totaxable yearsending onor afterDecember 31,2013 IRSForm
8621 to report certain information regarding the Company.
Taxation of U.S. Holders Making a Timely QEF Election
If a U.S. Holder makes atimely QEF Election, which U.S. Holderis referred to as an “ElectingHolder”, the
ElectingHoldermustreporteachyearforU.S.federalincometaxpurposeshisproratashareofthe
Company’s ordinary earnings andnet capital gain, if any, for the Company’staxable year that endswith or
within the taxable year of theElecting Holder, regardless ofwhether or not distributions were received by
the Electing Holder from the Company.The Electing Holder’s adjusted tax basis in the common stock will
beincreasedtoreflectamountsincludedintheElectingHolder’s income.Distributions receivedbyan
Electing Holder that had been previously taxed will result in a corresponding reduction inthe adjusted tax
basis inthe commonstock andwill notbe taxedagain oncedistributed. An ElectingHolder wouldgenerally
recognize capital gain or loss on the sale, exchange or other dispositionof the common stock.
Taxation of U.S. Holders Making a Mark-to-Market Election
Alternatively,if theCompany wereto betreated asa PFICfor anytaxable yearand, asanticipated, the
common stock is treatedas “marketable stock,” aU.S. Holder would beallowed to make aMark-to-Market
Election with respect to the Company’scommon stock. If that election is made, theU.S. Holder generally
would include asordinary incomein eachtaxable year theexcess, ifany,of thefair marketvalue ofthe
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commonstockattheendofthetaxableyearoversuchHolder’sadjustedtaxbasisinthecommon
stock. The U.S. Holderwould also bepermitted anordinary loss inrespect ofthe excess, ifany, of the U.S.
Holder’s adjusted tax basis in thecommon stock over its fairmarket value at the endof the taxable year,
but onlyto theextent ofthe netamount previouslyincluded inincome asa resultof theMark-to-Market
Election. A U.S. Holder’s taxbasis in hiscommon stock wouldbe adjusted toreflect any suchincome or
lossamount. Gainrealizedonthesale,exchangeorotherdispositionofthecommonstockwouldbe
treated asordinary income,and anyloss realizedon thesale, exchangeor otherdisposition ofthe common
stock wouldbe treatedas ordinaryloss tothe extentthat suchloss doesnot exceedthe netmark-to-market
gains previously included by the U.S. Holder.
Taxation of U.S. Holders Not Making a Timely QEF Election or Mark-to-Market Election
Finally,if theCompany wereto betreated asa PFICfor anytaxable year,a U.S.Holder whodoes not
makeeither aQEFElection ora Mark-to-MarketElection forthatyear,whomisreferred toas a“Non-
Electing Holder”, would be subject to special U.S.federal income tax rules with respect to(1) any excess
distribution (i.e., the portion of anydistributions received by the Non-ElectingHolder on the common stock
in ataxable yearin excessof 125%of theaverage annualdistributions receivedby theNon-Electing Holder
inthethree(3)precedingtaxableyears,or,ifshorter,the Non-Electing Holder’sholdingperiodforthe
commonstock),and(2) anygainrealizedonthesale,exchangeorotherdispositionofthecommon
stock. Under these special rules:
•the excess distributionor gainwould beallocated ratablyover the Non-ElectingHolder’s
aggregate holding period for the common stock;
•theamountallocatedtothecurrenttaxableyearandanytaxableyearsbeforethe
Company became a PFIC would be taxed as ordinary income;and
•the amount allocatedto eachof the othertaxable years wouldbe subject totax atthe
highestrateoftaxineffectfortheapplicable classoftaxpayerforthatyear,andan
interest chargefor thedeemed taxdeferral benefitwould beimposed withrespect to
the resulting tax attributable to each such other taxable year.
These penalties would notapply to a pensionor profit sharing trustor other tax-exempt organization that
did not borrowfunds or otherwiseutilize leverage inconnection with itsacquisition ofthe common stock.If
a Non-Electing Holder who is an individual dies whileowning the common stock, such Holder’s successor
generally would not receive a step-up in tax basis with respectto such stock.
U.S. Federal Income Taxation of “Non-U.S. Holders”
A beneficial owner ofour common stock that isnot a U.S. Holder (otherthan a partnership) is referredto
herein as a “Non-U.S. Holder.”
Dividends on Common Stock
Non-U.S.HoldersgenerallywillnotbesubjecttoU.S.federalincomeorwithholdingtaxondividends
received from uswith respect toour common stock,unless that incomeis effectivelyconnected with the
Non-U.S. Holder’s conduct of a tradeor business in the United States.If the Non-U.S. Holder is entitledto
the benefits ofa U.S. incometax treaty withrespect to thosedividends, that incomeis taxable inthe United
States only ifattributable to a permanentestablishment maintained by the Non-U.S.Holder in the United
States.
Sale, Exchange or Other Disposition of Common Stock
Non-U.S.HoldersgenerallywillnotbesubjecttoU.S.federalincomeorwithholdingtaxonanygain
realized upon the sale, exchange or other disposition of our commonstock, unless:
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•thegainiseffectivelyconnectedwiththeNon-U.S.Holder’sconductofatradeor
business in the United States. Ifthe Non-U.S. Holder is entitled tothe benefits of a U.S.
income tax treaty with respect to that gain, the gain is taxable inthe United States only
if attributableto apermanent establishment maintainedby theNon-U.S. Holderin the
United States; or
•the Non-U.S. Holder is an individual who is presentin the United States for 183 days or
more during the taxable year of disposition and other conditionsare met.
If theNon-U.S. Holderis engagedin aU.S. tradeor businessfor U.S.federal incometax purposes,the
incomefromourcommonstock,includingdividendsandthegainfromthesale,exchangeorother
dispositionofthecommonstock,thatiseffectivelyconnectedwiththeconductofthatU.S.tradeor
businesswillgenerallybesubjecttoU.S.federalincometaxinthesamemannerasdiscussedinthe
previous section relatingto the taxationof U.S. Holders.In addition, inthe case ofa corporate Non-U.S.
Holder, such Holder’searnings andprofits thatare attributableto the effectivelyconnected income,subject
to certain adjustments, may be subject to an additional U.S. federal branch profits tax at a rate of 30%, or
at a lower rate as may be specified by an applicable U.S. incometax treaty.
Backup Withholding and Information Reporting
In general, dividendpayments, or othertaxable distributions, madewithin the UnitedStates to aholder will
be subject to U.S.federal information reporting requirements. Such payments willalso be subject toU.S.
federal “backup withholding” if paid to a non-corporate U.S. holder who:
•fails to provide an accurate taxpayer identification number;
•is notified by the IRS that he has failed to report all interest or dividendsrequired to be
shown on his U.S. federal income tax returns; or
•in certain circumstances, fails to comply with applicable certificationrequirements.
Non-U.S.Holdersmayberequiredtoestablishtheirexemptionfrominformationreportingandbackup
withholding by certifying their status on an applicable IRS FormW-8.
If a holder sellshis common stock toor through a U.S.office of a broker,the payment of theproceeds is
subject toboth backupwithholding andinformation reportingunless theholder establishesan exemption. If
a holder sellshis commonstock through anon-U.S. office ofa non-U.S. brokerand the salesproceeds are
paid to the holderoutside the United States, then informationreporting and backup withholding generally
will notapply tothat payment. However,information reporting requirements,but notbackup withholding,
will apply toa payment ofsales proceeds, includinga payment madeto a holderoutside the UnitedStates,
if the holdersells his commonstock through anon-U.S. office ofa broker thatis a U.S.person or hassome
other contacts with the United States.
Backupwithholdingisnotanadditionaltax. Rather,ataxpayergenerallymayobtainarefundofany
amountswithheldunderbackupwithholdingrulesthatexceedthetaxpayer’sU.S.federalincometax
liability by filing a refund claim with the IRS.
U.S. Holders whoare individuals (andto the extentspecified in applicableTreasury Regulations, certain
U.S. entities) whohold “specified foreign financialassets” (as definedin Section 6038D ofthe Code) are
required tofileIRS Form8938 withinformation relatingtotheasset foreach taxableyearinwhich the
aggregate value of all such assetsexceeds $75,000 at any time duringthe taxable year or $50,000on the
lastdayofthetaxableyear(orsuchhigherdollaramountasprescribedbyapplicableTreasury
Regulations).Specified foreignfinancial assetswould include,among otherassets, ourcommon stock,
unless thecommon stockis heldthrough anaccount maintainedwith aU.S. financialinstitution. Substantial
107
penaltiesapplytoanyfailuretotimelyfileIRSForm8938,unlessthefailureisshowntobedueto
reasonable causeand notdue towillful neglect.Additionally, in theevent aU.S. Holderwho isan individual
(and totheextent specifiedin applicableTreasuryregulations, aU.S. entity)that isrequired tofile IRS
Form8938doesnotfilesuchform,thestatuteoflimitationsontheassessmentandcollection ofU.S.
federal incometaxes ofsuch holderfor therelated taxyear maynot closeuntil three(3) yearsafter the
date that the required information is filed.
Changes in Global Tax Laws
Long-standinginternationaltaxinitiativesthatdetermineeachcountry’sjurisdictiontotaxcross-border
international trade and profits are evolvingas a result of, amongother things, initiatives such as theAnti-
TaxAvoidanceDirectives,aswellastheBaseErosionandProfitShiftingreportingrequirements,
mandatedand/orrecommendedbytheEU,G8,G20andOrganizationforEconomicCooperationand
Development, including the imposition of a minimum globaleffective tax rate for multinational businesses
regardless of the jurisdiction of operationand where profits are generated(Pillar Two). As these and other
tax laws andrelated regulations change (includingchanges in theinterpretation, approach and guidance
of taxauthorities), ourfinancial resultscould bematerially impacted.Given theunpredictability ofthese
possible changes and their potentialinterdependency, itis difficult toassess whether the overall effectof
such potential tax changes would be cumulatively positive or negative for our earnings and cash flow,but
such changes could adversely affect our financial results.
On December 12, 2022, the European Union member states agreed to implement the OECD’sPillar Two
global corporateminimum taxrate of15% oncompanies withrevenues ofat least€750 million effective
from 2024. Various countries have eitheradopted implementing legislationor are in theprocess of drafting
suchlegislation. Anynewtaxlawinajurisdictionwhereweconductbusinessorpay taxcouldhavea
negative effect on our company.
F.
Dividends and paying agents
Not Applicable.
G.Statement by experts
Not Applicable.
H.Documents on display
We file reportsand other information withthe SEC. These materials,including this annual reportand the
accompanying exhibits are available from the SEC’s website http://www.sec.gov.
I.Subsidiary information
Not Applicable.
J.Annual Report to Security Holders
We intend to submit any annual report provided to security holders in electronicformat as an exhibit to a
current report on Form 6-K.
108
Item 11.Quantitative and Qualitative Disclosures about Market Risk
Interest Rates
Weareexposedtomarketrisksassociatedwithchangesininterestratesrelatedtoourloanfacilities,
under which wepay interest atterm SOFR plusa margin. Increasesin interest ratescould adversely affect
our resultsof operations.An increaseof 1%in theinterest ratesof ourloan facilitiesbearing avariable
interest rate during 2025, could have increased our interest cost byapproximately $3.4 million.
We expect to continueto have debtoutstanding, which couldimpact our resultsof operations andfinancial
condition. We manageour interest rateexposure by maintaining amix of floatingand fixed interest rates
financing agreements.During 2022, we refinanced certain portions of our loans bearing a floating interest
ratethrough saleand leasebacktransactions withfixed rates.In2023, weentered intoaninterest rate
swap for$30 millionunder whichwe payfixed interestand receivefloating. Throughthese agreements
and our bond, whichalso bears a fixedinterest rate, wemanage a portion ofour exposure to interestrates
associated with the remaining agreements that bear floating interestrates.
As of December31, 2025, 2024and 2023, andas of thedate of thisannual report, wedid not andhave
not designated any financial instruments as accounting hedginginstruments.
Currency and Exchange Rates
We generate all of our revenues in U.S. dollars but incur less than half of our operating expenses (30% in
2025 and 29% in 2024) andapproximately half of our general and administrative expenses (49%in 2025
and 46%in 2024)in currenciesother thanthe U.S.dollar,primarily theEuro. Foraccounting purposes,
expenses incurred in Euros are translatedinto U.S. dollars at the exchange rateprevailing on the date of
each transaction. Because asignificant portion of ourexpenses are incurred incurrencies other than the
U.S. dollar, our expensesmay from timeto time increaserelative to ourrevenues as aresult of fluctuations
inexchangerates,particularlybetweentheU.S.dollarandtheEuro,whichcouldaffectourresultsof
operationsinfutureperiods.Currently,wedonotconsiderthisrisktobematerialtoourresultsof
operations, as in 2025 and 2024, non-US dollarexpenses represented 19% and 17%, respectively of our
revenues. Accordingly, we have not entered into derivative instruments to hedge this exposure.
While wehistorically havenot mitigatedthe riskassociated withexchange ratefluctuations throughthe use
of financialderivatives, wemay determineto employsuch instrumentsfrom timeto timein thefuture to
minimize this risk. Our use offinancial derivatives would involvecertain risks, including the riskthat losses
on ahedged positioncould exceedthe nominalamount investedin theinstrument andthe riskthat the
counterparty to the derivative transactionmay be unable orunwilling to satisfy itscontractual obligations,
which could have an adverse effect on our results.
Item 12.Description of Securities Other than Equity Securities
Not Applicable.
109
PART II
Item 13.Defaults, Dividend Arrearages and Delinquencies
None.
Item 14.Material Modifications to the Rights of Security Holders andUse
of Proceeds
None.
Item 15.Controls and Procedures
a) Disclosure Controls and Procedures
Management,includingourChiefExecutiveOfficerandChiefFinancialOfficers,haveconductedan
evaluation ofthe effectivenessof ourdisclosure controls andprocedures (asdefined inRules 13a-15(e)
and 15d-15(e) under theExchange Act) as ofthe end of theperiod covered by thisannual report. Based
uponthatevaluation,ourChiefExecutiveOfficerandChiefFinancial Officershaveconcludedthatour
disclosure controls and procedures areeffective to ensure that information requiredto be disclosed by the
Company in the reports that itfiles or submits to the SECunder the Exchange Act isrecorded, processed,
summarized and reported within the time periods specified in SEC rulesand forms.
b) Management’s Annual Report on Internal Control over Financial Reporting
Managementisresponsibleforestablishingandmaintainingadequateinternalcontroloverfinancial
reporting, as such termis defined in Rule 13a-15(f)of the Exchange Act. TheCompany’s internal control
overfinancial reportingis aprocess designedunderthesupervision oftheCompany’sChiefExecutive
OfficerandChiefFinancial Officertoprovide reasonableassuranceregardingthereliabilityoffinancial
reportingandthepreparationoftheCompany’sfinancialstatementsforexternalreportingpurposesin
accordance with U.S. GAAP.A company’s internal control over financialreporting includes those policies
andprocedures that(i)pertain tothemaintenance ofrecords that,inreasonable detail,accurately and
fairlyreflectthetransactionsanddispositionsoftheassetsofthecompany;(ii)providereasonable
assurance that transactions arerecorded as necessary to permitthe preparation of financial statementsin
accordance with U.S.GAAP,and that receiptsand expenditures of thecompany are beingmade only in
accordance with authorizations ofmanagement and directors of thecompany; and (iii) provide reasonable
assurance regarding preventionor timely detectionof unauthorized acquisition,use, or dispositionof the
company’s assets that could have a material effect on the financial statements.
Management hasconducted anassessment ofthe effectivenessof theCompany’s internalcontrol over
financial reporting based on the framework established in Internal Control – Integrated Framework issued
by theCommittee ofSponsoring Organizations ofthe TreadwayCommission (2013Framework). Based
onthisassessment,managementhasdeterminedthattheCompany’sinternalcontroloverfinancial
reporting as of December 31, 2025 is effective.
The registeredpublic accounting firmthat auditedthe financialstatements includedin thisannual report
containingthedisclosurerequiredbythisItem15hasissuedanattestationreportonmanagement's
assessment of our internal control over financial reporting.
110
c)Attestation Report of Independent Registered PublicAccounting Firm
The attestation reporton the Company’sinternal control overfinancial reporting issuedby the registered
publicaccountingfirmthatauditedtheCompany’sconsolidatedfinancialstatements,DeloitteCertified
Public AccountantsS.A., appearson page F-4of thefinancial statementsfiled as partof this annualreport.
d) Changes in Internal Control over Financial Reporting
None.
Inherent Limitations on Effectiveness of Controls
Our management, includingour ChiefExecutive Officerand ourChief Financial Officer,does not expect
that our disclosurecontrols or ourinternal control overfinancial reporting willprevent or detectall error and
all fraud. Acontrol system, no matterhow well designedand operated, canprovide only reasonable,not
absolute,assurancethatthecontrolsystem’sobjectiveswillbemet.Further,becauseoftheinherent
limitationsinallcontrolsystems,noevaluationofcontrolscanprovideabsoluteassurancethat
misstatements due toerror or fraudwill not occuror that allcontrol issues andinstances of fraud,if any,
within the Company have been detected. These inherent limitations include the realities that judgments in
decision-making canbe faultyand thatbreakdowns canoccur becauseof simpleerror ormistake. Controls
can also becircumvented by theindividual acts ofsome persons, bycollusion of twoor more people,or
by management override of the controls. Thedesign of any system of controlsis based in part oncertain
assumptionsaboutthelikelihoodoffutureevents,andtherecanbenoassurancethatanydesignwill
succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of
controls effectivenessto future periodsare subject torisks. Over time,controls may becomeinadequate
because of changes in conditionsor deterioration in the degree ofcompliance with policies or procedures.
Item 16A. Audit Committee Financial Expert
Our Board of Directors has determined that both the members of ourAudit Committee, Mr. Kyriacos Riris
andMr.ApostolosKontoyannis,qualifyas“AuditCommitteefinancialexperts”andthattheyareboth
considered to be “independent” under applicable NYSE and SEC standards.
Item 16B. Code of Ethics
We haveadopted a code ofethics that applies toofficers, directors, employeesand agents. Our codeof
ethics is posted on our website,
http://www.dianashippinginc.com
, under “About Us—Code of Ethics” and
is filedas Exhibit11.1to theAnnual Report filedon Form20-F on March21, 2025,and incorporated by
reference herein. Copies of our code of ethics are available in print, free of charge, uponrequest to Diana
ShippingInc.,Pendelis16,17564PalaioFaliro,Athens,Greece.Weintendtosatisfyanydisclosure
requirements regardingany amendmentto, orwaiver from,a provisionof thiscode ofethics byposting
such information on our website.
Item 16C. Principal Accountant Fees and Services
a) Audit Fees
Our principal accountants,Deloitte Certified PublicAccountants S.A.,the member firmsof Deloitte Touche
TohmatsuLimited andtheir respectiveaffiliates (collectively,“Deloitte”) havebilled usfor auditservices.
Auditfeesin2025and2024amountedto€382,822and€360,000,orapproximately$414,398and
$388,000, respectively, and relate to compensationfor professional servicesrendered for the auditsof our
consolidated financial statements and in connection with thereview of regulatory filings.The amount of €
111
382,822 consists of€ 367,822 relatedto Deloitte and€ 15,000 to Ernst& Young (Hellas) Certified Auditors
Accountants S.A.
b) Audit-Related Fees
Audit related fees during 2025 amounted to € 9,000,as compared to € 51,301 in 2024 and relateto audit
services provided in connection with the Company’s filings with the SEC.
c) Tax Fees
None.
d) All Other Fees
During 2025, wepaid fees amounting to€17,280 related toprofessional services rendered byDeloitte in
connection with assistance provided with the Company’s cybersecurity assessment.
e) Audit Committee’s Pre-Approval Policies and Procedures
OurAuditCommitteeisresponsiblefortheappointment,replacement,compensation,evaluationand
oversight of the workof our independent auditors. Aspart of this responsibility,the Audit Committee pre-
approves the auditand non-audit services performedby the independent auditorsin order toassure that
theydo notimpair theauditor’s independencefrom theCompany.The AuditCommittee hasadopted a
policywhichsetsforththeproceduresandtheconditionspursuanttowhichservicesproposedtobe
performed by the independent auditors may be pre-approved.
f) Audit Work Performed by Other than Principal Accountant if Greater than50%
Not applicable.
Item 16D. Exemptions from the Listing Standards for AuditCommittees
Our Audit Committeeconsists oftwo independentmembers of ourBoard ofDirectors. Otherwise,our Audit
Committeeconformstoeachotherrequirementapplicabletoauditcommitteesasrequiredbythe
applicable listing standards of the NYSE.
Item16E.PurchasesofEquitySecuritiesbytheIssuerandAffiliated
Purchasers
On May 23, 2014, we announced that ourBoard of Directors authorized a share repurchaseplan for up to
$100 million of the Company’s common shares. Theplan does not have an expiration date. During 2025,
we didnot repurchaseany sharesof commonstock andas ofDecember 31,2025 andthe dateof this
report, thereis anoutstanding valueof about$66.3 millionof commonshares thatcan berepurchased
undertheplan.OnDecember2,2024,theCompanycommencedatenderoffertopurchaseupto
15,000,000 shares of itsoutstanding common stock, at$2.00 per share, usingfunds available from cash
andcashequivalents.ThetenderofferwassettledonJanuary7,2025andwepurchasedatotalof
11,442,645 shares of common stock for an aggregate amount of $22.9 million.
Item 16F.Change in Registrant’s Certifying Accountant
Not applicable.
112
Item 16G.Corporate Governance
Overview
Pursuant to an exception for foreign private issuers,we, as a Marshall Islands company,are not required
tocomply withthecorporate governancepractices followedby U.S.companies undertheNYSE listing
standards.We believe that our established practices inthe area of corporate governance are inline with
the spiritof theNYSE standardsand provideadequate protection toour shareholders.In fact,we have
voluntarily adoptedNYSE requiredpractices, suchas (a)having amajority ofindependent directors,(b)
establishing audit,compensation, sustainabilityand nominatingcommittees and(c)adopting aCode of
Ethics.The significant differences between our corporate governance practices and the NYSE standards
are set forth below.
Executive Sessions
TheNYSErequiresthatnon-managementdirectorsmeetregularlyinexecutivesessionswithout
management.The NYSE alsorequires that allindependent directorsmeet in anexecutive sessionat least
once a year.As permitted under Marshall Islands law and our bylaws, our non-management directors do
notregularlyholdexecutivesessionswithoutmanagementandwedonotexpectthemtodosointhe
future.
Audit Committee
The NYSE requires,among other things,that a companyhave an auditcommittee with aminimum of three
members.Our AuditCommittee consistsof twoindependent membersof ourBoard ofDirectors. OurAudit
Committeeconformstoeveryotherrequirementapplicabletoauditcommitteessetforthinthelisting
standards of the NYSE.
Shareholder Approval of Equity Compensation Plans
The NYSE requires listedcompanies to obtain priorshareholder approval to adoptor materially revise any
equity compensationplan. Aspermitted underMarshall Islandslaw andour amendedand restatedbylaws,
wedonotneed priorshareholder approvaltoadoptor reviseequity compensationplans, includingour
equity incentive plan.
Corporate Governance Guidelines
The NYSErequires companiesto adoptand disclosecorporate governanceguidelines.The guidelines
must address,among otherthings: directorqualification standards,director responsibilities,director access
tomanagementandindependentadvisers,directorcompensation,directororientationandcontinuing
education, management successionand an annualperformance evaluation.We are not required toadopt
such guidelines under Marshall Islands law and we have not adoptedsuch guidelines.
Share Issuances
In lieu of obtaining shareholderapproval prior to theissuance of designated securities,we will comply with
provisionsoftheMarshallIslandsBusinessCorporationsAct,whichallowstheBoardofDirectorsto
approve share issuances. Additionally,the NYSE restricts the issuance of super votingstock such as our
SeriesCPreferredShares.However,pursuantto313.00ofSection3oftheNYSEListedCompany
Manual, theNYSE will acceptany action orissuance relating tothe votingrights structure ofa non-U.S.
companythatisincompliancewiththeNYSE’srequirementsfordomesticcompaniesorthatisnot
prohibited bythe company'shome countrylaw.Weare notsubject tosuch restrictionsunder ourhome
country, Marshall Islands, law.
113
Item 16H. Mine Safety Disclosure
Not applicable.
Item 16I.Disclosure RegardingForeign Jurisdictionsthat PreventInspections
Not applicable.
Item 16J. Insider Trading Policies
Pursuant to applicable SEC transition guidance, we have
adopted
insider trading policies and procedures
governingthepurchase,sale,andotherdispositionsoftheregistrant’ssecuritiesbydirectors,senior
management, and employeesthat are reasonabledesigned to promotecompliance with applicableinsider
trading laws, rules and regulations, andNYSE listing standards for fiscalyear ending December 31, 2024.
Our insider trading policies and procedures are filed as Exhibit11.2 to this annual report.
Item 16K. Cybersecurity
Risk management and strategy
We have security measures
in place
to mitigate therisk of cybersecuritythreats affecting our technological
environment andour business.Cybersecurity riskmanagement isintegrated intoour broaderenterprise
risk management(ERM) frameworkto protectshareholder valueand ensurebusiness continuity.Cyber
risks are assessedalongside operational,financial, and compliancerisks. By integratingcybersecurity into
our broader risk management strategy, we aim to reduce exposureto cyber incidents, safeguard sensitive
data,and maintaininvestorconfidence inourlong-term resilienceandoperational stability.Throughout
2025, theCompany successfullymaintained itsISO 27001certification, demonstratingongoing compliance
withtherigorousrequirementsofthisinternationallyrecognizedstandard.
TheCompany'sChief
Information Security Officer (CISO) regularlyconducts internal reviews and enhancements to ensure that
ourcyberriskmanagementframeworkremainsalignedwithISO27001.
Inpreparationforevolving
regulatorylandscapes,theCompanyalsocompletedaNIS2GapAnalysisin2025andhasinitiated
remediation of findings to ensure future compliance.
Additionally,wehaveestablished structuredprocessesforthird-partyriskmanagement.Duringvendor
onboarding andongoing monitoring,information securityassessments areconducted.During 2025,this
third-party risk managementprogram includeda focusedweb applicationpenetration teston a criticalERP
vendor, ensuring the security of our supply chain and partner ecosystem.
Cybersecurity trainingis carriedout ona company-widebasis toall employeesand seafarers.During 2025,
the Company executed a multi-faceted awareness strategy. This included the release of a fully digitalized
cybersecurityawarenesstrainingprogramspecificallyforcrewmembers.Onshore,weimplemented
gamified learningexperiences, synchronousand asynchronoussecurity awarenesssessions, andcustom-
tailoredphishingcampaigns.Tofurtherenhancevisibility,wedeployedanewinternalcommunication
mechanismtopushsecurityawarenessmaterialdirectlytoemployeeworkstationlock-screens.The
securityteamhasfurtherenhancedourprocessesandincreasedourdefensesbymaintaininga
cybersecurity testing program. In 2025,this included internal penetration testing onvessel networks and a
comprehensivesocialengineeringexerciseconductedacrosstheentirefleet.Acentralizedmonitoring
systemisinplacethroughouttheyear.In2025,wefullyonboardedourshore-basedoperationstoa
managed Security Operations Center (SOC). This partnershipenables proactive 24/7 security monitoring,
114
threat intelligence, and rapidincident response. Regardingoperational resilience andnetwork security, we
optimizedourfleet’sdataconsumption andpatch managementstrategy duringtheyearby centralizing
Windows update deployment on vessels, significantlyreducing bandwidth usage and ensuring that critical
securitypatchesareappliedefficientlyacrossthefleet.Tofurtherensurebusinesscontinuityand
operationalresilience,theCompanysuccessfully implementedacloud-based disasterrecoverysitefor
critical applicationsduring 2025.This migrationensures thatessential businessfunctions canbe rapidly
restored and maintained in the event of physical or digital disruptionsto our primary systems.
As emergingtechnologies suchas ArtificialIntelligence becomemore prevalent,the Companyis taking
steps to ensure responsible use. In 2025, we initiated the creation of a draft AI policy to govern the usage
of AI tools withinthe organization. Furthermore,we selected atraining provider foran AI trainingworkshop
to upskill employees on the risks andbenefits of AI technology.While we utilize AI-driven tools within our
securitystack(suchaswithinourSecurityInformationandEventManagement—SIEMandSecurity
OperationsCenter-SOCsolutions),wecontinuetomonitortheregulatoryenvironmentregardingAI
disclosures.
Lookingaheadto2026,ourstrategicfocusshiftstowardshardeningourinfrastructureandexpanding
controloverunmanagedassets.KeyprojectsincludetheimplementationofMobileApplication
Management (MAM) technologyto secure corporatedata onunmanaged devices, andthe installation of
enterprise-grade firewalls across our vessel fleet.We will alsoprioritize the hardening of ourAzure cloud
infrastructureandproceed withacomprehensive InformationProtection project,forwhich anRFPwas
issued inlate 2025.Furthermore, wewill maintaina strongfocus onthe humanfactor bycontinuing our
rigorous information securitytraining andawareness programs, incorporatingnew moduleson emerging
threats to ensure our staff and crew remain vigilant.
In parallel to these security measures,our Company continues to activelyinvest on Data Governanceand
the DataManagement, expanding itsData Platformover Microsoft AzureTechnologies,which actsas a
centralizedandsecuresourceoftruthforouroperations,strengtheningthequalityandintegrityof
company’s informational assets.The Data Platformenables better, faster and moreaccurate monitoring of
Company activities and improves decision making and productivity. This transition is further strengthened
with the digital upskilling of relevant personnel, enabling the proper andsecure use of information assets.
We arecommitted to enhanceand enriching ouroperational excellence through ourexternal 3rd parties’
inspections and audits (PSC-Vetting inspections Audits). We openlyshare our results and “lessonslearnt”
within the industry and organizations, we compare andbenchmark our performance and we continuously
improve our safety footprint.
Governance
Our board of directors considers cybersecurity risk as part of its risk oversight function and has delegated
theday-to-dayoversightofcybersecurityandothertechnologyriskstotheChiefInformationSecurity
Officer, who has 12 years of specialized information security experience.
This experienceincludes servingas ChiefInformation SecurityOfficer atDiana ShippingServices S.A.,
Information Security Officer at VivaWallet, Senior IT Auditor atFirst Data Corporation focusing on EMEA
region security audits, and ITAuditor/Security Consultant at Deloitte'sEnterprise Risk Services. TheChief
InformationSecurityOfficerholdsCISAandCDPSEcertificationsfromISACA,completedInformation
Security Management Systems(ISMS) Auditor/Lead AuditorTraining in accordance withISO 27001:2013,
and possesses an MSc in Digital Systems Security from the Universityof Piraeus.
The Chief InformationSecurity Officer is
responsible
for assessing, managingand mitigating cybersecurity
threats and forreporting cybersecurity updates, includingupdates on monitoring strategiesand efforts to
prevent cybersecurity threats,to the boardof directors ona quarterly basisor more oftenas needed. To
115
supporttheseefforts,thecybersecuritydepartmentexpandeditsresourcesin2025,finalizingthe
recruitment process for additional specialized personnel whojoined the team in early 2026.
Our managementteam playsa vitalrole inassessing andmanaging theCompany's materialrisks from
cybersecurity threats. The Chief Information SecurityOfficer leads our cybersecurity program, reporting to
the Digital Transformation Officer, who in turnreports to the ChiefExecutive Officer on mattersof strategic
importance. Additionally,the Chief InformationSecurity Officer holdsbiweekly meetings withthe CEO to
discuss emerging threats, ongoing security initiatives, and strategiccybersecurity priorities.
The ChiefInformation SecurityOfficer reportsto themanagement teamon asemi-annual basis,presenting
majorcybersecurityincidentsandkeyperformanceindicatorsrelatedtothecompany'scybersecurity
posture. Additionally, theChief InformationSecurity Officerreports tothe auditcommittee ona semi-annual
basis regardingprogresson criticalcybersecurity initiatives,results ofthe company'scybersecuritymaturity
level assessments, and updates on the implementation of ourcybersecurity strategy.
The
audit committee
receives regularreports frommanagementonour cybersecurityrisks
.Inaddition,
management updates the audit committee, asnecessary, regardingany material cybersecurity incidents,
aswellasanyincidentswithlesserimpactpotential.
TheauditcommitteereviewstheCompany's
cybersecurityrisksandassess’thestepsthatmanagementhastakentoprotectagainstthreatstothe
Company's information systems and security.
OurboardofdirectorsoverseestheCompany’scybersecurityriskexposuresandthestepstakenby
management tomonitor andmitigate cybersecurityrisks. Theboard ofdirectors ensuresallocation and
prioritization of resources andoverall strategic direction forcybersecurity and ensures alignment withthe
Company’s overall strategy.
Cybersecurity Threats
As of thedate of thisannual report, wehave not identifiedany cybersecurity threats thathave materially
affected or arereasonably likelyto materiallyaffect our businessstrategy, results of operations,or financial
condition. This assessmentis supported byour proactive vulnerability managementprogram, successful
vessel audit schedule adherence, and thelack of material breaches identifiedduring the fiscal year ended
December 31, 2025. Formore information about thecybersecurity risks we face,please see Item 3.Key
Information — D. Risk Factors — “A cyber-attack could materiallydisrupt our business.”
116
PART III
Item 17.Financial Statements
See Item 18.
Item 18.Financial Statements
The financial statementsrequired by thisItem 18 arefiled as apart of thisannual report beginningon page
F-1.
Item 19.Exhibits
Exhibit
NumberDescription
1.1
1.2
1.3
1.4
1.5
2.1
2.2
2.3
2.4
2.5
2.6
**
2.7
2.8
4.1
4.2
(24)
4.8:
**
4.12:
(28)
4.13:
(28)
4.14:
**
4.21
4.22
4.47:
(26)
4.48:
(26)
117
4.50:
(25)
4.52:
(25)
8.1
10.5
11.1
(28)
11.2
**
12.1
**
12.2
**
13.1
**
13.2
**
15.1
**
15.2
**
97.1
101The following materialsfrom the Company'sAnnual Report onForm 20-F forthe fiscal yearended
December 31, 2025,formatted in eXtensibleBusiness Reporting Language(XBRL): (i) Consolidated
Balance Sheets as of December 31, 2025 and 2024; (ii) Consolidated Statements of Income for the
years ended December 31,2025, 2024 and2023; (iii) ConsolidatedStatements of Comprehensive
Income forthe yearsended December31, 2025,2024 and2023; (iv)Consolidated Statementsof
Stockholders'EquityfortheyearsendedDecember31,2025,2024and2023;(v)Consolidated
StatementsofCashFlowsfortheyearsendedDecember31,2025,2024and2023;and(v)the
Notes to Consolidated Financial Statements
104Cover Page Interactive Data File (formatted as Inline XBRLand contained in Exhibit 101)
**Filed herewith.
(1)Filed asExhibit 99.2to theCompany's Form6-K filedon November15, 2023,and incorporatedby
reference herein.
(2)Filed asExhibit 99.3to theCompany's Form6-K filedon November15, 2023,and incorporatedby
reference herein.
(3)FiledasExhibit3.3totheCompany'sForm8-AfiledonFebruary13,2014,andincorporatedby
reference herein.
(4)Filed as Exhibit 3.1 to the Company's Form 8-A12B/A filed on January 15, 2016, and incorporated by
reference herein.
(5)Filed as Exhibit 4.1 to the Company's Form 6-K filed on May 28, 2015, andincorporated by reference
herein.
(6)Filed as Exhibit 4.2 to the Company's Form 6-K filed on May 28, 2015, andincorporated by reference
herein.
(7)Filed as Exhibit 4.1 to the Company's Form 8-A12B/A filed on February 2, 2024,and incorporated by
reference herein.
(8)Filed as an Exhibit tothe Company's RegistrationStatement (File No. 123052)on March 1, 2005, and
incorporated by reference herein.
(9)Filed asan Exhibitto theCompany's AmendedRegistration Statement(File No.123052) onMarch
15, 2005, and incorporated by reference herein.
(10)Filed asExhibit 1.1to theCompany's Form6-K filedon September9, 2024,and incorporatedby
reference herein.
(11)FiledasanExhibittotheCompany'sAnnualReport filedonForm20-FonMarch27,2014,and
incorporated by reference herein.
(12)Reserved.
(13)FiledasanExhibittotheCompany'sAnnualReport filedonForm20-FonMarch28,2016,and
incorporated by reference herein.
(14)Reserved.
118
(15)Reserved.
(16)Filed as Exhibit 4.1 to the Company's Form 8-A12B filed onFebruary 13, 2014, and incorporated by
reference herein.
(17)Reserved.
(18)FiledasanExhibittotheCompany’sForm6-KfiledonFebruary6,2019,andincorporatedby
reference herein.
(19)Reserved.
(20)Reserved.
(21)Filed as anExhibit to theCompany’s Form 6-Kfiled on April23, 2021, andincorporated by reference
herein.
(22)FiledasanExhibit totheCompany’sForm6-K filedonSeptember8,2023,andincorporated by
reference herein.
(23)Filed as an Exhibit tothe Company’s Form 6-K filedon July 31, 2021, andincorporated by reference
herein.
(24)FiledasanExhibit totheCompany’sAnnualReport filedonForm20-FonMarch12,2021,and
incorporated by reference herein.
(25)FiledasanExhibittotheCompany’sAnnualReportfiledonForm20-FonApril5,2024,and
incorporated by reference herein.
(26)Filed asan Exhibitto theCompany’s AnnualReport filedon Form20-Fon March27, 2023,and
incorporated by reference herein.
(27)Filed asan Exhibitto theCompany’sForm 6-Kfiledon December14, 2023,and incorporatedby
reference herein.
(28)FiledasanExhibit totheCompany’sAnnual ReportfiledonForm 20-FonMarch21,2025,and
incorporated by reference herein.
119
SIGNATURES
The registrant hereby certifies that it meets all of the requirementsfor filing on Form 20-F and has duly
caused and authorized the undersigned to sign this annual report on itsbehalf.
DIANA SHIPPING INC.
/s/ Maria Dede
Maria Dede
Co-Chief Financial Officer and Treasurer
Dated: March 13, 2026
F-1
DIANA SHIPPING INC.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Page
Report of Independent Registered Public Accounting Firm: DeloitteCertified Public
Accountants S.A. (PCAOB ID No.
1163
)............................................................................
F-2
Report of Independent Registered Public Accounting Firm onInternal Controls Over
Financial Reporting: Deloitte Certified Public Accountants S.A.(PCAOB ID No.1163).......
F-5
Report of Independent Registered Public Accounting Firm: Ernst& Young (Hellas)
Certified Auditors Accountants S.A. (PCAOB ID No.
1457
)...................................................
F-7
Consolidated Balance Sheets as of December 31, 2025 and 2024...................................
F-8
Consolidated Statements of Income for the years ended December31, 2025, 2024 and
2023 ..................................................................................................................................
F-9
Consolidated Statements of Comprehensive Income for the yearsended December 31,
2025, 2024 and 2023.........................................................................................................
F-10
Consolidated Statements of Stockholders' Equity for the yearsended December 31,
2025, 2024 and 2023.........................................................................................................
F-
11
Consolidated Statements of Cash Flows for the years ended December31, 2025, 2024
and 2023 ...........................................................................................................................
F-13
Notes to Consolidated Financial Statements......................................................................
F-15
F-2
Report of Independent Registered Public Accounting Firm
Tothe Shareholders and the Board of Directors of Diana ShippingInc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of DianaShipping Inc. and subsidiaries
(the “Company”) as of December 31, 2025 and 2024,the related consolidated statementsof income,
comprehensive income, stockholders’ equity, and cash flows, for each of the two years in the period
ended December 31, 2025,and the related notes (collectively referred to as the “financialstatements”).
In our opinion, the financial statements present fairly, in all material respects, the financial position of the
Company as of December 31, 2025 and 2024, and the results of its operationsand its cash flows for
each of the two years in the period ended December 31, 2025, in conformitywith accounting principles
generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company AccountingOversight
Board (United States) (PCAOB), the Company’s internal control over financialreporting as of December
31, 2025, based on criteria established in Internal Control — IntegratedFramework (2013) issued by the
Committee of Sponsoring Organizations of the Treadway Commission and our reportdated March 13,
2026, expressed an unqualified opinion on the Company’s internal control over financialreporting.
Basis for Opinion
These financial statements are the responsibility of the Company’s management.Our responsibility is to
express an opinion on the Company’s financial statements based on our audits.We are a public
accounting firm registered with the PCAOB and are required to be independentwith respect to the
Company in accordance with the U.S. federal securities laws andthe applicable rules and regulations of
the Securities and Exchange Commissionand the PCAOB.
We conducted our auditsin accordance with the standards of the PCAOB. Those standardsrequire that
we plan and perform the audit to obtain reasonable assurance aboutwhether the financial statements are
free of material misstatement, whether due to error or fraud.Our auditsincluded performing procedures
to assess the risks of material misstatement of the financial statements,whether due to error or fraud,
and performing procedures that respond to those risks. Such proceduresincluded examining, on a test
basis, evidence regarding the amounts and disclosures in the financialstatements. Our auditsalso
included evaluating the accounting principles used and significantestimates made by management, as
well as evaluating the overall presentation of the financialstatements. We believe that our auditsprovide
a reasonable basis for our opinion.
F-3
Critical Audit Matter
The critical audit matter communicated below is a matter arisingfrom the current-period audit of the
financial statements that was communicated or required to be communicatedto the audit committee and
that (1) relates to accounts or disclosures that are material to thefinancial statements and (2) involved
our especially challenging, subjective, or complex judgments. The communicationof critical audit matters
does not alter in any way our opinion on the financial statements,taken as a whole, and we are not, by
communicating the critical audit matter below, providing a separate opinion on the critical auditmatter or
on the accounts or disclosures to which it relates.
Impairment of long-lived assets– Future Charter Rates for vesselswith impairment indicators –
Refer to Note 2 of the consolidated financial statements.
Critical Audit Matter Description
The Company’s evaluation of vessels held for use by the Company for impairmentinvolves an initial
assessment of each vessel to determine whether events or changesin circumstances indicate that the
carrying amount of the vessel,including its unamortized deferred costs, may not be recoverable. Asat
December 31, 2025, 10 out of 36 vessels held for use had impairmentindicators.
If impairment indicators exist, the Company compares undiscountedprojected net operating cash flows
to the carrying value of the respective vessel,including its unamortized deferred costs, with impairment
indicators to determine if the vessel is required to be impaired.When the Company’s estimate of
undiscounted projected net operating cash flows, excludinginterest charges, expected to be generated
by the use and eventual disposition of the vessel is less than its carryingamount, the Company records
an impairment loss. Impairment loss is equal to the difference betweenthe vessel’s carrying value,
including its unamortized deferred costs and fair market value
The Company makes various assumptions and judgments to determinethe undiscounted projected net
operating cash flows expected to be generated over the remaininguseful life of the vessel, including
estimates and assumptions related to the future charter rates. Future charterrates are the most
significant and subjective assumption that the Company usesfor its undiscounted projected net operating
cash flows. For periods of time where the vessels are not fixed undertime charter contracts, the
Company estimates the future daily time charter equivalent rate(the “future charter rate”) for the vessels’
unfixed days based on the most recent 10-year average of historical1 year time charter rates available
for each vessel class, as such averages take into account the volatilityand cyclicality of the market.
These assumptions are based on historical trends as well as futureexpectations. Assumptionsare in line
with the Company’s historical performance and its expectationsfor future fleet deployment strategy.
We identified future charter rates for vessels with impairment indicators usedin the undiscounted
projected net operating cash flows as a critical audit matter because ofthe complex judgements made by
management to estimate them and the significant impact these estimateshave on the undiscounted
projected net cash flows expected to be generated over the remaininguseful life of the vessel.
This required a high degree of auditor judgment and an increased extentof effort when performing audit
procedures to evaluate the reasonableness of management’s future charterrates.
F-4
How the Critical Audit Matter WasAddressed in the Audit
Our audit procedures related to the future charter rates for vesselswith impairment indicators used in the
undiscounted projected net operating cash flows includedthe following, among others:
•We tested the effectiveness of controls over management’s reviewof the impairment analysis,
including the future charter rates used within the undiscounted projectednet operating cash flows.
•We evaluated the Company’s methodology for estimating thefuture charter rates utilized in the
undiscounted projected net operating cash flows by comparingthem to 1) the Company’s
historical rates, 2) historical rate information of similar sizevessels published by a third-party
broker and 3) other external market sources, including reports onprospective market outlook.
●
We evaluated management’s ability to accurately forecast futurecharter rates by comparing
actual results to management’s historical forecasts.
/s/
Deloitte Certified Public Accountants S.A.
Athens, Greece
March 13, 2026
We have served as the Company’s auditor since 2024.
F-5
Report of Independent Registered Public Accounting Firm
Tothe Shareholders and the Board of Directors of Diana ShippingInc.
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of Diana ShippingInc. and subsidiaries (the
“Company”) as of December 31, 2025, based on criteria establishedin Internal Control - Integrated
Framework (2013) issued by the Committee of SponsoringOrganizations of the Treadway Commission
(COSO).In our opinion, the Company maintained, in all material respects,effective internal control over
financial reporting as of December 31, 2025, based on criteria establishedin Internal Control - Integrated
Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company AccountingOversight
Board (United States) (PCAOB), the consolidated financial statementsas of and for the year ended
December 31, 2025, of the Company and our report dated March 13,2026,expressed an unqualified
opinion on those financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control overfinancial
reporting and for its assessment of the effectiveness of internal control overfinancial reporting, included
in the accompanying “Management’s Annual Report on Internal Control over FinancialReporting”. Our
responsibility is to express an opinion on the Company’s internal controlover financial reporting based on
our audit. We are a public accounting firm registered with the PCAOB and are requiredto be independent
with respect to the Company in accordance with the U.S. federalsecurities laws and the applicable rules
and regulations of the Securities and Exchange Commission andthe PCAOB.
We conducted our audit in accordance with the standards of the PCAOB.Those standards require that
we plan and perform the audit to obtain reasonable assurance aboutwhether effective internal control
over financial reporting was maintained in all material respects.Our audit included obtaining an
understanding of internal control over financial reporting, assessingthe risk that a material weakness
exists, testing and evaluating the design and operating effectiveness ofinternal control based on the
assessed risk, and performing such other procedures as we considered necessaryin the circumstances.
We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed toprovide reasonable
assurance regarding the reliability of financial reporting and thepreparation of financial statements for
external purposes in accordance with generally accepted accountingprinciples. A company’s internal
control over financial reporting includes those policies and proceduresthat (1) pertain to the maintenance
of records that, in reasonable detail, accurately and fairly reflectthe transactions and dispositions of the
assets of the company; (2) provide reasonable assurance thattransactions are recorded as necessary to
permit preparation of financial statements in accordance with generallyaccepted accounting principles,
and that receipts and expenditures of the company are being made onlyin accordance with
authorizations of management and directors of the company;and (3) provide reasonable assurance
regarding prevention or timely detection of unauthorized acquisition,use, or disposition of the company’s
assets that could have a material effect on the financial statements.
F-6
Because of its inherent limitations, internal control over financial reportingmay not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future periodsare subject to the
risk that controls may become inadequate because of changes in conditions,or that the degree of
compliance with the policies or procedures may deteriorate.
/s/ Deloitte Certified Public Accountants S.A.
Athens, Greece
March 13, 2026
F-7
Report of Independent Registered Public Accounting Firm
Tothe Stockholders and the Board of Directors of DianaShipping Inc.
Opinion on the Financial Statements
Wehaveauditedtheaccompanyingconsolidatedstatementsofincome,comprehensive
income, stockholders'equityandcashflowsofDianaShippingInc.(theCompany)fortheyearended
December31,2023,andtherelatednotes (collectivelyreferredtoasthe“consolidatedfinancial
statements”). Inour opinion, theconsolidated financial statementspresent fairly,in allmaterial respects,
theresultsoftheCompany ‘soperations anditscash flowsfor theyearended December31, 2023,in
conformity with U.S. generally accepted accounting principles.
Basis for Opinion
These financialstatements arethe responsibility ofthe Company'smanagement. Our responsibilityis to
express anopinion onthe Company’sfinancial statementsbased onour audits.We area publicaccounting
firmregisteredwiththePCAOBandarerequiredtobeindependentwithrespecttotheCompanyin
accordance with the U.S. federal securities laws and theapplicable rules and regulations of the Securities
and Exchange Commission and the PCAOB.
We conducted our audit inaccordance with the standardsof the PCAOB. Thosestandards require that we
plan and performthe audit toobtain reasonable assuranceabout whether thefinancial statements arefree
ofmaterialmisstatement,whetherduetoerrororfraud.Ourauditsincludedperformingproceduresto
assess therisks ofmaterial misstatementof thefinancial statements, whetherdue toerror orfraud, and
performing procedures that respond to those risks. Suchprocedures included examining, on a test basis,
evidenceregardingtheamountsanddisclosuresinthefinancialstatements.Ourauditalsoincluded
evaluatingtheaccountingprinciplesusedandsignificantestimatesmadebymanagement,aswellas
evaluatingtheoverallpresentationofthefinancialstatements.Webelievethatourauditprovidea
reasonable basis for our opinion.
/s/
Ernst & Young (Hellas) Certified Auditors Accountants S.A.
We have served as the Company’s auditor from 2004 to 2023.
Athens, Greece
April 4, 2024
F-8
DIANA SHIPPING INC.
CONSOLIDATED BALANCE SHEETS
December 31, 2025 and 2024
(Expressed in thousands of U.S. Dollars – exceptfor share and per share data)
2025
2024
ASSETS
Current Assets
Cash and cash equivalents (Note 2 (e))
$
50,505
$
124,666
Time deposits (Note 2 (e))
-
63,500
Restricted cash, current (Notes 2(e) and 8)
53,750
-
Accounts receivable, trade (Note 2 (f))
3,739
6,565
Due from related parties (Note 4)
1,157
194
Inventories (Note 2 (g))
4,137
4,193
Prepaid expenses and other assets
8,828
7,490
Investments in equity securities (Note 5(b))
118,194
-
Investments in a related party, current (Note 5(a))
338
-
Equity method investment, current (Note 4 (b))
4,227
-
Total Current Assets
244,875
206,608
Fixed Assets:
Advances for vessels under construction (Note 6)
20,877
19,558
Vessels, net (Note 6)
777,938
833,412
Property and equipment, net (Note 7)
27,848
27,175
Total fixed assets
826,663
880,145
Other Noncurrent Assets
Restricted cash, non-current (Note 8)
18,000
19,000
Due from related parties, non-current (Note 4)
-
155
Equity method investments (Note 4)
53,875
42,826
Investments in a related party (Notes 2 (y) and5(a))
-
4,415
Other non-current assets
31
31
Deferred costs
26,748
17,838
Total Non-current Assets
925,317
964,410
Total Assets
$
1,170,192
$
1,171,018
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Long-term debt, current, net of deferred financingcosts (Note 8)
$
50,281
$
45,230
Finance liabilities, current (Note 9)
10,041
9,608
Accounts payable
10,611
8,990
Due to related parties (Note 3)
89
190
Accrued liabilities
13,444
11,896
Deferred revenue
4,970
4,235
Fair value of derivatives (Note 2 (bb) 8)
144
31
Total Current Liabilities
89,580
80,180
Non-current Liabilities
Long-term debt, net of current portion and deferredfinancing costs (Note 8)
472,528
469,387
Finance liabilities, net of current portion (Note 9)
103,259
113,300
Fair value of derivatives (Note 8)
217
134
Warrant liability (Note 11(h))
1,330
1,802
Other non-current liabilities
865
1,158
Total Noncurrent Liabilities
578,199
585,781
Commitments and contingencies (Note 10)
-
-
Stockholders' Equity
Preferred stock (Note 11)
26
26
Common stock, $
0.01
par value;
1,000,000,000
shares authorized and
115,787,434
and
125,203,405
issued and outstanding on December 31, 2025,and 2024, respectively
(Note 11)
1,158
1,252
Additional paid-in capital
1,126,049
1,139,363
Accumulated other comprehensive income
3,648
312
Accumulated deficit
(628,468)
(635,896)
Total Stockholders' Equity
502,413
505,057
Total Liabilities and Stockholders' Equity
$
1,170,192
$
1,171,018
The accompanying notes are an integral part ofthese consolidated financial statements.
F-9
DIANA SHIPPING INC.
CONSOLIDATED STATEMENTSOF INCOME
For the years ended December 31, 2025, 2024 and 2023
(Expressed in thousands of U.S. Dollars – except for share and per share data)
2025
2024
2023
REVENUES:
Time charter revenues
$
213,541
$
228,209
$
262,098
OPERATING EXPENSES
Voyage expenses
12,417
13,607
13,621
Vessel operating expenses (Note 3)
80,244
82,587
85,486
Depreciation and amortization of deferred charges
46,525
44,691
49,785
General and administrative expenses (Note 3)
34,099
33,435
32,968
Management fees to a related party (Note 4(a))
1,191
1,332
1,313
Gain on sale of vessels (Note 3 and 6)
(3,663)
(5,799)
(5,323)
Other operating loss/(income)
538
(422)
(1,464)
Operating income, total
$
42,190
$
58,778
$
85,712
OTHER INCOME/(EXPENSE)
Interest expense and finance costs (Note 12)
(42,951)
(47,468)
(49,331)
Interest and other income
7,505
8,369
8,170
Gain/(loss) on derivative instruments (Note 8)
(196)
274
(439)
Loss on extinguishment of debt (Note 8)
-
(3,475)
(748)
Gain on deconsolidation of subsidiary (Note 4 (b))
-
-
844
Gain/(loss) on related party investments (Note 5(a))
(1,072)
(3,905)
1,502
Gain/(loss) on equity securities (Note 5(b))
14,671
(400)
2,813
Gain on warrants (Note 11(h))
490
719
1,583
Loss from equity method investments (Note 4)
(2,810)
(146)
(262)
Total other expenses, net
$
(24,363)
$
(46,032)
$
(35,868)
Net income
$
17,827
$
12,746
$
49,844
Dividends on series B preferred shares (Notes 11(b) and 13)
(5,769)
(5,769)
(5,769)
Net income attributable to common stockholders
$
12,058
$
6,977
$
44,075
Earnings per common share, basic
(Note 13)
$
0.11
$
0.06
$
0.44
Earnings per common share, diluted
(Note 13)
$
0.11
$
0.05
$
0.42
Weighted average number of common shares outstanding,
basic
(Note 13)
110,459,096
115,956,249
100,166,629
Weighted average number of common shares outstanding,
diluted
(Note 13)
110,497,640
118,655,243
101,877,142
The accompanying notes are an integral part of these consolidated financial statements.
F-10
DIANA SHIPPING INC.
CONSOLIDATED STATEMENTSOF COMPREHENSIVE INCOME
For the years ended December 31, 2025, 2024 and 2023
(Expressed in thousands of U.S. Dollars)
2025
2024
2023
Net income
$
17,827
$
12,746
$
49,844
Other comprehensive income - Defined benefit plan
23
4
55
Currency translation adjustment
3,313
-
-
Other comprehensive income
3,336
4
55
Comprehensive income
$
21,163
$
12,750
$
49,899
The accompanying notes are an integral part of these consolidated financial statements.
F-
11
DIANA SHIPPING INC.
CONSOLIDATED STATEMENTSOF STOCKHOLDERS’ EQUITY
For the years ended December 31, 2025, 2024and 2023
(Expressed in thousands of U.S. Dollars – exceptfor share data)
Preferred Stock
Series B
Preferred Stock
Series C
Preferred Stock
Series D
Common Stock
Additional
Paid-in
Capital
Other
Comprehe
nsive
Income
Accumulated
Deficit
Total
Equity
# of Shares
Par
Value
# of
Shares
Par
Value
# of
Shares
Par
Value
# of Shares
Par
Value
BALANCE,December
31, 2022
2,600,000
$
26
10,675
$
-
400
$
-
102,653,619
$
1,027
$
1,061,015
$
253
$
(574,993)
$
487,328
Net income
-
-
-
-
-
-
-
-
-
-
49,844
49,844
Issuance of restricted
stock and
compensation cost
(Note 11(i))
-
-
-
-
-
-
1,750,000
18
9,920
-
-
9,938
Issuance of common
stock (Note 11(f))
-
-
-
-
-
-
6,628,493
66
22,780
-
-
22,846
Issuance of common
stock for vessel
acquisitions (Note
11(e))
-
-
-
-
-
-
2,033,613
20
7,710
-
-
7,730
Dividends on series B
preferred stock
($
2.21875
per share)
(Note 11(b))
-
-
-
-
-
-
-
-
-
-
(5,769)
(5,769)
Dividends on common
stock ($
0.60
per share)
(Note 11(f))
-
-
-
-
-
-
-
-
-
-
(64,276)
(64,276)
Dividends in kind (Note
11(g))
-
-
-
-
-
-
-
-
-
-
(10,761)
(10,761)
Warrants (Note 11(h))
-
-
-
-
-
-
-
-
-
-
(7,914)
(7,914)
Other comprehensive
income
-
-
-
-
-
-
-
-
-
55
-
55
BALANCE,December
31, 2023
2,600,000
$
26
10,675
$
-
400
$
-
113,065,725
$
1,131
$
1,101,425
$
308
$
(613,869)
$
489,021
Net income
-
-
-
-
-
-
-
-
-
-
12,746
12,746
Issuance of Restricted
Stock and
Compensation Cost
(Note 11(i))
-
-
-
-
-
-
2,300,000
23
9,989
-
-
10,012
Issuance of Common
Stock (Note 11(h))
-
-
-
-
-
-
9,837,680
98
27,949
-
-
28,047
Dividends on series B
preferred stock
($
2.21875
per share)
(Note 11(b))
-
-
-
-
-
-
-
-
-
-
(5,769)
(5,769)
Dividends on common
stock ($
0.235
per
share) (Note 11(f))
-
-
-
-
-
-
-
-
-
-
(29,004)
(29,004)
F-12
Other Comprehensive
Income
-
-
-
-
-
-
-
-
-
4
-
4
BALANCE,December
31, 2024
2,600,000
$
26
10,675
$
-
400
$
-
125,203,405
$
1,252
$
1,139,363
$
312
$
(635,896)
$
505,057
Net income
-
-
-
-
-
-
-
-
-
-
17,827
17,827
Issuance of Restricted
Stock and
Compensation Cost
(Note 11(i))
-
-
-
-
-
-
2,000,000
20
9,585
-
-
9,605
Issuance of Common
Stock (Note 11(h))
-
-
-
-
-
-
26,674
-
35
-
-
35
Stock repurchased and
retired (Note 11(e))
-
-
-
-
-
-
(11,442,645)
(114)
(22,934)
-
-
(23,048)
Dividends on series B
preferred stock
($
2.21875
per share)
(Note 11(b))
-
-
-
-
-
-
-
-
-
-
(5,769)
(5,769)
Dividends on common
stock ($
0.04
per share)
(Notes 11(f))
-
-
-
-
-
-
-
-
-
-
(4,630)
(4,630)
Other Comprehensive
Income
-
-
-
-
-
-
-
-
-
3,336
-
3,336
BALANCE,December
31, 2025
2,600,000
$
26
10,675
$
-
400
$
-
115,787,434
$
1,158
$
1,126,049
$
3,648
$
(628,468)
$
502,413
The accompanying notes are an integral part ofthese consolidated financial statements.
F-13
DIANA SHIPPING INC.
CONSOLIDATED STATEMENTSOF CASH FLOWS
For the years ended December 31, 2025, 2024 and 2023
(Expressed in thousands of U.S. Dollars)
2025
2024
2023
Cash Flows from Operating Activities:
Net income
$
17,827
$
12,746
$
49,844
Adjustmentstoreconcilenetincometocashprovidedbyoperating
activities
Depreciation and amortization of deferred charges
46,525
44,691
49,785
Amortization of debt issuance costs (Note 12)
2,139
2,372
2,620
Compensation cost on restricted stock (Note 11(i))
9,605
10,012
9,938
Dividend income
-
-
(3)
Pension and other postretirement benefits
23
4
55
(Gain)/loss on derivative instruments (Note 8)
196
(274)
439
Gain on sale of vessels (Note 6)
(3,663)
(5,799)
(5,323)
(Gain)/loss on related party investments (Note 5)
1,072
3,905
(1,502)
Loss on extinguishment of debt
-
3,475
748
Gain on deconsolidation of subsidiary
-
-
(844)
Loss from equity method investments, net of dividend (Note 4)
2,830
146
262
(Gain)/loss on equity securities (Note 5(b))
(14,671)
400
(2,813)
Gain on warrants (Note 11(h))
(490)
(719)
(1,583)
(Increase) / Decrease
Accounts receivable, trade
2,826
(695)
256
Due from related parties
(808)
119
(252)
Inventories
56
863
(511)
Prepaid expenses and other assets
(1,379)
1,247
(1,950)
Other non-current assets
-
-
70
Investments in equity securities
-
20,329
(17,916)
Increase / (Decrease)
Accounts payable
1,621
(673)
(1,761)
Due to related parties
(101)
(569)
(57)
Accrued liabilities
1,548
(520)
282
Deferred revenue
735
672
(4,195)
Other non-current liabilities
(293)
(158)
437
Drydock cost
(18,091)
(8,044)
(5,646)
Net Cash Provided by Operating Activities
$
47,507
$
83,530
$
70,380
Cash Flows from Investing Activities:
Paymentsforvesselsunderconstructionandvesselimprovements
(Note 6)
(1,502)
(20,516)
(29,732)
Proceeds from sale of vessels, net of expenses (Note 6)
22,975
35,154
36,560
Return of capital from equity method investment (Note 4)
3,505
-
-
Payments to acquire investments (Note 4 and 5 (b))
(121,821)
(27,203)
(10,595)
Proceeds from sale of investments (Note 4 and 5 (a))
3,005
-
-
Time deposits (Note 2 (c))
63,500
(23,500)
6,500
Payments to acquire other assets
-
-
(216)
Cash divested from deconsolidation
-
-
(771)
Proceeds from convertible loan with limited partnership
-
-
25,189
Payments to acquire property, furniture and fixtures (Note 7)
(1,671)
(3,718)
(2,006)
Net Cash Provided by/(Used in) Investing Activities
$
(32,009)
$
(39,783)
$
24,929
Cash Flows from Financing Activities:
Proceeds from issuance of long-term debt and financeliabilities (Note
8)
55,000
117,150
57,696
Proceeds from issuance of common stock, net of fees (Note 11(h))
93
24,195
-
Payments for issuance of common stock (Note 11(e))
-
-
(79)
Payments of dividends, preferred stock (Note 11(b))
(5,769)
(5,769)
(5,769)
Payments of dividends, common stock (Note 11(f))
(4,630)
(29,004)
(41,427)
Payments for repurchase of common stock (Note 11(e))
(23,048)
-
-
Payments of financing costs (Notes 8 and 9)
(348)
(5,238)
(1,724)
Repayments of long-term debt and finance liabilities (Notes 8 and 9)
(58,207)
(123,007)
(79,842)
Net Cash Used in Financing Activities
$
(36,909)
$
(21,673)
$
(71,145)
Cash,CashEquivalentsandRestrictedCash,Year
Increase/(Decrease)
(21,411)
22,074
24,164
Cash, Cash Equivalents and Restricted Cash, Beginning Balance
143,666
121,592
97,428
Cash, Cash Equivalents and Restricted Cash, Ending Balance
$
122,255
$
143,666
$
121,592
F-14
RECONCILIATION OF CASH, CASH EQUIVALENTSAND RESTRICTED CASH
Cash and cash equivalents
$
50,505
$
124,666
101,592
Restricted cash, current
53,750
-
-
Restricted cash, non-current
18,000
19,000
20,000
Cash, Cash Equivalents and Restricted Cash, Total
$
122,255
$
143,666
$
121,592
SUPPLEMENTAL CASH FLOW INFORMATION
Non-cash acquisition of assets
$
-
$
-
7,809
Stock issued in noncash financing activities
-
3,852
7,809
Non-cash investments acquired
-
-
10,000
Noncash dividend
-
-
41,521
Interest paid, net of amounts capitalized
$
41,505
$
46,257
46,473
The accompanying notes are an integral part of these consolidated financial statements.
DIANA SHIPPING INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
(Expressed in thousands of U.S. Dollars – except share, per sharedata, unless otherwise stated)
F-15
1.Basis of Presentation and General Information
The accompanying consolidated financial statements include the accountsof Diana Shipping Inc., or DSI,
anditswholly ownedsubsidiaries (collectively,the“Company”). DSIwas formedon
March 8, 1999
,as
DianaShippingInvestmentCorp.,underthelawsoftheRepublicofLiberia.InFebruary2005,the
Company’sarticlesofincorporationwereamended.Undertheamendedarticlesofincorporation,the
CompanywasrenamedDianaShippingInc.andwasre-domiciledfromtheRepublicofLiberiatothe
Republic of the Marshall Islands.
The Companyis engagedin the oceantransportation ofdry bulkcargoes worldwidethrough the ownership
andbareboat charterin ofdry bulkcarrier vessels.The Companyoperates itsown fleetthrough Diana
Shipping ServicesS.A. (or“DSS”), awholly ownedsubsidiary andthrough DianaWilhelmsen Management
Limited,orDWM,a
50
%ownedjointventure(Note4(a)).ThefeespaidtoDSSareeliminatedupon
consolidation.
2.Significant Accounting Policies and Recent Accounting Pronouncements
a)
PrinciplesofConsolidation
:Theaccompanyingconsolidatedfinancialstatementshavebeen
prepared in accordancewith U.S. generallyaccepted accountingprinciples and includethe accounts
of DianaShipping Inc.and itswholly ownedsubsidiaries. Allintercompany balancesand transactions
havebeeneliminateduponconsolidation.UnderAccountingStandardsCodification(“ASC”)810
“Consolidation”, the Company consolidates entities in which it has a controlling financial interest, by
firstconsideringifanentitymeetsthedefinitionofavariableinterestentity("VIE")forwhichthe
Company is deemed to be the primarybeneficiary under the VIE model, or ifthe Company controls
anentitythroughamajorityofvotinginterestbasedonthevotinginterestmodel.TheCompany
evaluatesfinancialinstruments,servicecontracts,andotherarrangementstodetermineifany
variable interests relatingto an entityexist. For entitiesin which theCompany hasa variable interest,
the Company determines if the entityis a VIE by considering whether theentity’s equity investment
atriskissufficienttofinanceitsactivitieswithoutadditionalsubordinatedfinancialsupportand
whether the entity’s at-risk equity holdershave the characteristics of controlling financial interest. In
performinganalysisofwhethertheCompanyistheprimarybeneficiaryofaVIE,theCompany
considers whetherit individuallyhas thepower todirect theactivities ofthe VIEthat mostsignificantly
affect theentity’s performanceand alsohas theobligation toabsorb lossesor theright toreceive
benefits ofthe VIEthat couldpotentially besignificant tothe VIE.If theCompany holdsa variable
interest inan entitythat previouslywas nota VIE,it reconsiderswhether theentity hasbecome a
VIE.
b)
UseofEstimates:
ThepreparationofconsolidatedfinancialstatementsinconformitywithU.S.
generally accepted accountingprinciples requires managementto make estimates andassumptions
thataffectthereportedamountsofassetsandliabilities,thedisclosureofcontingentassetsand
liabilities atthe date ofthe financialstatements, andthe reportedamounts ofrevenues andexpenses
during the reporting period. Actual results may differ from those estimates.
c)
OtherComprehensiveIncome:
TheCompanyrecordscertaintransactionsdirectlywithin
stockholders’equitywhenrequiredbyU.S.GAAPandpresentsthemseparatelyfromresultsof
operations.Othercomprehensiveincome/(loss)isreportedinaseparatestatementof
comprehensive incomeand includesitems thatare notrecognized innet income.The Company’s
componentsofothercomprehensiveincome/(loss)includetranslationadjustmentsarisingfrom
equity method investments whosefunctional currency isnot the USDollar,and actuarial gains and
losses and other adjustments related to the Company’s defined benefit plan.
DIANA SHIPPING INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
(Expressed in thousands of U.S. Dollars – except share, per sharedata, unless otherwise stated)
F-16
d)
Foreign Currency Translation:
The functional currency of the Company is the U.S. dollar because
theCompany’svessels operateininternational shippingmarkets,and thereforeprimarily transact
businessinU.S.dollars.TheCompany’saccountingrecordsaremaintainedinU.S.dollars.
TransactionsinvolvingothercurrenciesduringtheyearareconvertedintoU.S.dollarsusingthe
exchange rates in effect atthe time of thetransactions. At the balancesheet dates, monetary assets
and liabilities which are denominated in other currencies are translated into U.S. dollars at the year-
end exchange rates.Resulting gains or lossesare included in otheroperating income/ (loss) inthe
accompanying consolidated statements of income.
e)
Cash,Cash Equivalents,TimeDeposits andRestricted Cash:
The Companyconsiders highly
liquid investments, such as timedeposits, certificates of depositand similar instruments withoriginal
maturitiesofthreemonthsorless,tobecashequivalents.Timedepositswithoriginalmaturities
greater than three months arepresented separately as time deposits.As of December 31, 2025and
2024, time deposits with original maturities greater than three months amounted to $
0
and $
63,500
,
respectively. During 2025 and 2024, theCompany placed new time deposits with maturities greater
thanthreemonthsof$
20,000
and$
63,500
,respectively,anddepositsof$
83,500
and$
40,000
,
respectively,matured.RestrictedcashprimarilyconsistsofcashbalancesthattheCompanyis
requiredtomaintainunderitsloanfacilities(Note8)ascompensatingcashbalances.These
restricted amounts are not available for general use butare not pledged as collateral. In addition, as
ofDecember31,2025,restrictedcash,currentamountingto$
53,750
,consistsofloanproceeds
drawn during theyear maintained ina pledged accountin order toreduce the loan’smargin (Note 8).
f)
Accounts Receivable,Trade:
Accounts receivable,trade, consist ofreceivables from charterersfor
hire earnedunder operatinglease agreements,net ofprovisions fordoubtful accounts,if any. Ateach
balancesheetdate,theCompanyevaluatesalloutstandingreceivablesindividuallytoassess
whether collection isprobable. If collectionof areceivable is notprobable, theCompany records a
provisionfordoubtfulaccountstoreducethecarryingamountofthereceivabletotheamount
expected to be collected. Receivables that are determined to be uncollectible are written off against
theprovisionfordoubtfulaccounts(ifoneexists)ordirectlytoexpensewhenidentified.Asof
December 31, 2025 and 2024 there was
no
provision for doubtful accounts. The Company does not
recognize interest income on trade receivables as all balances aresettled within a year.
g)
Inventories:
Inventories consistof lubricants,victualing stores,and, whenapplicable, bunkerson
board vessels thatare not under employmentat the balancesheet date. Inventories aremeasured
atthelowerofcostornetrealizablevalue,inaccordancewithASC330.Netrealizablevalue
represents the estimatedselling price inthe ordinary courseof business, lessreasonably predictable
costs of disposal and transportation. Whenevidence indicates that net realizablevalue is lower than
cost, the difference isrecognized as a lossin earnings inthe period identified.Inventory write-downs
are not reversedin subsequentperiods. Costis determinedusing the first-in,first-out method(FIFO).
Amounts removed from inventory are also determined by thefirst-in, first-out method.
h)
VesselCost
: Vesselsare statedat costwhich consistsof thecontract priceand anycapitalizable
expendituresincurreduponacquisitionorduringconstruction,lessaccumulated depreciationand
impairment, if any. Expenditures for conversions and major improvementsare also capitalized when
they appreciably extend the life, increase theearning capacity or improve the efficiencyor safety of
the vessels; otherwise,these amounts are charged to expense as incurred. Interest incurredduring
theassets'constructionperiod,thattheoreticallycouldhavebeenavoidedifexpenditureforthe
assetshadnotbeenmade,isalsocapitalized.Thecapitalizationrate,appliedonaccumulated
DIANA SHIPPING INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
(Expressed in thousands of U.S. Dollars – except share, per sharedata, unless otherwise stated)
F-17
expenditures forthe vessel,is basedon interestrates applicableto outstandingborrowings ofthe
period.
i)
Vessels heldfor sale:
A long-lived asset classifiedas held forsale is measured atthe lower of its
carrying amount or fair value less cost to sell when the respective held for sale criteria are met. The
asset isnot depreciatedwhile itis classifiedas heldfor sale.The fairvalue lesscost tosell ofan
asset held forsale is assessedat each reporting periodit remains classified asheld for sale.If the
plan to sell theasset changes, the asset isreclassified as held and used,measured at the lower of
its carrying amountbefore it wasclassified as heldfor sale,adjusted for anydepreciation expense
that would have beenrecognized had the assetbeen continuously classified asheld and used and
its fair value at the date of thesubsequent decision not to sell. As of December 31,2025 and 2024,
none of the Company’s vessels met the criteria to be classified as heldfor sale.
j)
Saleandleaseback:
TheCompanyaccounts forsaleandleaseback transactionsinaccordance
with ASC842-40. Asseller-lessee, theCompany firstevaluates whetherthe transferof thevessel
qualifies as a sale underASC 606. For a saleto have occurred, the controlof the vessel would need
to be transferred to thebuyer and the buyer would needto obtain substantially all the benefitsfrom
the use of the asset. Sale andleaseback transactions, which includean obligation for the Company,
asseller-lessee,torepurchasethevessel,orothersituationswheretheleasebackwouldbe
classified as a financelease are determinedto be failed salesunder ASC 842-40.In such cases,the
Company does not derecognize the vesselfrom its balance sheet. Theproceeds received from the
buyer-lessor arerecognized asa financialliability,which issubsequently measured inaccordance
withtheapplicableguidanceforsuchliabilities.Nogainorlossisrecognizedatthetimeofthe
transaction, and the vessel continues to be depreciated over its remaininguseful life.
k)
Property and equipment:
The Company owns theland and building whereits offices arelocated.
The Company also owns other plotsacquired for office use (Note 7). Land is stated at cost, and it is
notsubject todepreciation. Thebuilding hasan estimateduseful lifeof
55 years
with
no
residual
value. Furniture, office equipment and vehicles have a useful life of
5 years
, except for a car owned
by the Company, which has auseful life of
10 years
. Computer softwareand hardware havea useful
life of
three years
. Depreciation is calculated on a straight-line basis.
l)
Impairment ofLong-Lived Assets:
Long-lived assetsare reviewedfor impairmentwhenever events
orchangesincircumstances(suchasmarketconditions,obsolescenceordamagetotheasset,
potential sales andother business plans)indicate that thecarrying amount ofan asset maynot be
recoverable.Forimpairmenttestingpurposes,eachvesseltogetherwithitsassociateddeferred
costs isconsidered asingle assetgroup. Whenimpairment indicators areidentified, theCompany
comparesthecarryingamountoftheassetgroupwiththeestimatedundiscountedprojectednet
operating cash flows expected to result from the useof the asset group over its remaining usefullife
and itseventual disposition.If thecarrying amountexceeds theundiscounted cashflows, thecarrying
amountoftheassetgroupisconsiderednotrecoverableandiswrittendowntoitsfairvalue,
determined primarily through third-party valuations.
Forvessels,theCompanyestimatesundiscountednetoperatingcashflowsbyconsideringthe
historical and projected vessel performance and utilization.A significant assumption in this analysis
is theestimate offuture timecharter ratesfor theunfixed days,using themost recent
10
-year average
ofhistorical 1year timecharter rates,net ofcommissions, availablefor eachvessel class.These
estimated time charter rates reflectthe Company’s chartering strategy,vessel operating history per
vessel classand at least onefull shipping cycle, whereapplicable. When a full
10
-year history is not
available,the average1 yeartime charterrate ofthe availableperiod isused.Additional assumptions
DIANA SHIPPING INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
(Expressed in thousands of U.S. Dollars – except share, per sharedata, unless otherwise stated)
F-18
include contracted charter ratesfor fixed daysbased on existing timecharter contracts,anticipated
vesseloperatingexpenses,scheduledvesselmaintenancecosts,fleetutilizationlevels,and
estimatedresidualvaluesbasedonscraprates.AssumptionsareinlinewiththeCompany’s
historicalperformanceanditsexpectationsforfuturefleetutilizationunderitscurrentfleet
deployment strategy.The undiscountedprojected netoperating cashflows arecompared withthe
carryingamountofthevessel,includingitsunamortizeddeferredcosts.Ifthecarryingamount
exceeds the undiscounted cash flows, the vessel is written down to its fair value, andthe difference
is recognized as an impairment loss.
During2025,2024and2023,
no
impairmentlosswasidentifiedorrecordedfortheCompany’s
vessels.
FortheCompany’sbuilding,recoverabilityisassessedbycomparingthecarryingamountto
undiscountedprojectedcashflows,whichareestimatedbasedonthemarketrenttheCompany
wouldexpecttopaytoleasecomparablepremisesoverthebuilding’sremainingusefullife.
No
impairmentlosswasidentifiedorrecordedfor2025,2024and2023andtheCompanyhasnot
identifiedanyfactsorcircumstances thatwould requirethewritedownofthevalueofitslandor
building.
m)
Vessel Depreciation:
Depreciation is calculatedusing thestraight-line method overthe estimated
useful life ofthe vessels, afterconsidering the estimatedsalvage (scrap) value.The salvage valueof
avesselisestimatedastheproductofitslightweighttonnageandtheapplicablescrapvalue.
Management estimatesthe usefullife ofthe Company’s vesselsto be
25 years
from the dateof initial
delivery fromthe shipyard.Second-hand vessels aredepreciated from thedate oftheir acquisition
through theirremaining estimateduseful life.When newlyadopted regulationsrestrict thevessel’s
ability to trade on a worldwide basis, the vessel’s remaining useful life is revised as of the date such
regulationsareadopted.
Effective July 1, 2023, the Company reassessed the scrap rate used in
determining salvage values. Based on the average demolition prices across major markets during
the preceding 15 years, the Company increased the estimated scrap rate. This change in estimate
resulted in higher salvage values,lower depreciation expense and higher operating income. For the
period from July1, 2023to December 31,2023, netincome and basicand dilutedearnings per share
increased by $
3,773
and $
0.04
, respectively.
n)
Deferred Costs
: TheCompany followsthe deferralmethod ofaccounting fordry-docking andspecial
survey costs. Underthis method, actualcosts incurred arecapitalized and amortized ona straight-
line basisover theperiod through thedate thenext scheduledsurvey isexpected tobecome due.
Unamortized deferreddry-docking orspecial surveycosts relatedto vesselsthat aresold orimpaired
are written offand included inthe determination of thegain or losson the vessel’ssale (Note 6)or
impairment.
o)
FinancingCosts
:Feesandcostsincurredinconnectionwithobtainingnewloans,refinancing
existing loans, issuing bonds, or amending existing debt agreementsare deferred and presented as
a contra-liability tothe related debtin accordance withASC 835-30. Theseamounts are amortized
tointerest andfinance costsoverthelifeof therelated financingarrangement usingtheeffective
interestmethod.Feespaidforundrawnloanfacilitiesaredeferredandareamortizedona
straight-line basis over the commitment period, which approximates the effectiveinterest method. If
a debttransaction isaccounted foras adebt extinguishment underASC 470-50,any unamortized
deferredfinancingcostsrelatedtotherepaidorextinguisheddebtarewrittenoffintheperiodof
extinguishment and includedin gain/loss ondebt extinguishment. Ifa refinancing isaccounted for as
a modification,unamortized feescontinue tobe amortizedover therevised termof thedebt. Loan
DIANA SHIPPING INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
(Expressed in thousands of U.S. Dollars – except share, per sharedata, unless otherwise stated)
F-19
commitment feesare expensedas incurredunless theyrelate tofinancing obtainedfor vesselsunder
construction,inwhichcasetheyarecapitalizedaspartofthevessels’constructioncostin
accordance with ASC 835-20.
p)
Accounting forRevenues andExpenses:
The Companyenters intoshort-to medium-termtime
charter agreements, under whichthe charterer pays afixed daily rate. Charterhire is usually paid15
days inadvance. Revenuesfrom timecharter agreementsconstitute operatingleases underASC
842. A time charter contract contains a lease because (i) each vessel is anidentifiable asset, (ii) the
owner of the vessel does not have substantivesubstitution rights, and (iii) the chartererhas the right
to control theuse of thevessel duringthe charter periodand obtains substantiallyall of theeconomic
benefits fromsuchuse. Eachtimecharter agreement,including consecutiveagreements withthe
same charterer,is accounted foras a separatelease. The lease termincludes the non-cancellable
periodofthecharterplusanychartererextensionoptionsthattheCompanyconcludesare
reasonably certain to be exercised. Under a time charter,the charterer pays a daily hire rate for the
useofthevesselandreimbursestheownerofthevesselforholdcleanings,extrainsurance
premiums fortrading inrestricted areas,and charterer-causeddamages.Timecharter revenueis
recognized asoperating lease incomeon astraight-line basis overthe leaseterm, asthe services
are provided. The Company elected the lessor practical expedient underASC 842-10-15-42A not to
separate the leaseand non-lease components (suchas operation and maintenanceof the vessel),
because the timing andpattern of transfer arethe same, and thelease component is predominant.
Charterers typicallypay portcharges, canalexpenses andbunkers directlytothirdparties. When
such costs arefor theCompany’s account,they arerecorded invoyage expenses.Voyage expenses
alsoincludecommissionsontimecharterrevenuesandgainsorlossesarisingfrombunkerson
redelivery anddelivery ofvessels betweenconsecutivetime charters.The Companymay earnballast
bonus whena chartererreimburses theCompany forrepositioning avessel. TheCompany evaluates
each contractto determinewhether thebonus ispart ofthe leaseconsideration (recognizedon a
straight-line basisover thelease term)or representsa separateservice componentaccounted for
under ASC 606,recognized when the repositioningservice is performed. TheCompany,as lessor,
bearsthecostsofoperatingandmaintainingthevessel,includingcrew,insurance,sparesand
repairs,which arerecorded asvessel operatingexpenses. Deferredrevenue representsamounts
collectedinadvanceofprovidingservicesundertimecharteragreementsandisrecognizedin
revenue as the related services are performed.
q)
Repairs andMaintenance:
All repairand maintenanceexpenses including underwaterinspection
expenses are expensed in the year incurred. Such costs are included invessel operating expenses
in the accompanying consolidated statements of income.
r)
Earnings / (loss)per Common Share:
Basic earnings /(loss) per commonshare is computedby
dividing netincome /(loss) availableto commonstockholders bythe weightedaverage numberof
commonshares outstandingduringtheyear.Shares thatarecontingently issuableforlittleorno
cash consideration are included in basic earnings / (loss) pershare as of the date that all necessary
conditions have beensatisfied. Dilutedearnings per commonshare reflects thepotential dilutionthat
could occur if securities or other contracts to issue common stockwere exercised.
s)
Segmental Reporting:
The Company operates under one reportable segment, the operation of dry
bulkvessels. TheCompany’s management,including itsChiefExecutive Officer,who isthechief
operating decisionmaker (“CODM”),reviews operatingresults solelyby theconsolidated revenue
and consolidatedoperating resultsof thefleet. TheCODM doesnot usediscrete financialinformation
to evaluate theoperating results for each typeof charter or vesselbut is instead regularlyprovided
with only the consolidated expenses as noted onthe face of the consolidated statements of income.
DIANA SHIPPING INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
(Expressed in thousands of U.S. Dollars – except share, per sharedata, unless otherwise stated)
F-20
The measure of segment assets is reportedon the balance sheet as total consolidated assets.The
CODMassessesperformanceforthevesseloperationssegmentanddecideshowtoallocate
resources basedon consolidatednet income.Net incomeis usedto monitorbudget versusactual
resultsoftheCompany.TheCompany’sconsolidated financialresultsareusedinassessingthe
performance of thesegment and indeciding whetherto reinvest profitsin the Company. Additionally,
the vessels do notoperate in specific geographic areas,as they trade worldwide;they do not trade
inspecifictraderoutes,astheirtrading(routeandcargo)isdictatedbythecharterers;andthe
Company doesnot evaluatethe operatingresults foreach typeof drybulk vessels(i.e. Panamax,
Capesizeetc.)forthepurposeofmakingdecisionsaboutallocatingresourcesandassessing
performance.
t)
Fair ValueMeasurements
: TheCompany classifies anddiscloses itsassets andliabilities carried
at fairvalue inone of thefollowing categories: Level1: Quotedmarket prices inactive markets for
identical assetsor liabilities;Level 2:Observable market-basedinputs orunobservable inputsthat
are corroborated by market data; Level 3:Unobservable inputs that are not corroborated bymarket
data.
u)
ShareBasedPayments:
TheCompanygrantsrestrictedshareawards,whichareclassifiedas
equity awards under ASC 718.Restricted share awards are measured attheir grant-date fair value
andarenotsubsequentlyre-measured.Therelatedcompensationcostisrecognizedona
straight-line basis overthe requisite serviceperiod (generally thevesting period), whichrepresents
theperiodduringwhichtheemployeesmustprovideserviceinordertoearntheawards.No
compensation costis recognizedfor awards forwhich employeesdo not renderthe requisite service,
unless otherwisedetermined bythe Boardof Directors.Forfeitures ofawards areaccounted forwhen
and if they occur. If an equity award is modified after the grant date, incremental compensation cost
will be recognized in an amount equal to the excess of thefair value of the modified award over the
fair value of the original awardimmediately before the modification. Compensation expense related
toshare-based paymentsisrecordedingeneralandadministrative expensesintheconsolidated
statements of income.
v)
Equity methodinvestments:
Investments inentities inwhich theCompany hassignificant influence,
but doesnot control,are accountedfor underthe equitymethod ofaccounting inaccordance with
ASC 323. Significantinfluence is generallypresumed to existwhen the Companyowns 20% ormore
of the votinginterests, unlesssuch influence canbe clearly demonstratednot to exist.Equity method
investmentsareinitiallyrecordedatcost(oratfairvalueifsuchmeasurementresultsfroma
deconsolidationevent)andaresubsequentlyadjustedtoreflecttheCompany’sshareofthe
investee’s earningsor lossesafter thedate ofacquisition. TheCompany recordsits shareof investee
earnings or losses inincome/(loss) from equity method investmentsin the consolidated statements
of income.Dividends received,if any, reducethe carryingamount ofthe investmentand arerecorded
as receivables when declared.When the Company’s shareof losses reducesthe carrying amountof
an equity methodinvestment to zero,the Company ceasesrecognizing additional losses,unless it
has committedto providefurther financialsupport tothe investee.The Companyevaluates equity
method investments for impairment whenever events or changesin circumstances indicate that the
carrying amountmay notbe recoverable.Evidence ofa lossin valuemight includeabsence ofan
abilitytorecoverthecarryingamountoftheinvestmentorinabilityoftheinvesteetosustainan
earningscapacitythatwouldjustifythecarryingamountoftheinvestment.Ifthefairvalueofan
investmentdeclinesbelowitscarryingvalueandthedeclineisdeterminedtobeotherthan
temporary,the investment iswritten down toits fair valueand the impairmentloss is recognizedin
earnings. Forequity methodinvestments forwhich theCompany haselected thefair valueoption
under ASC 825, the investment is measured at fair value, and subsequent changes in fair value are
DIANA SHIPPING INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
(Expressed in thousands of U.S. Dollars – except share, per sharedata, unless otherwise stated)
F-21
recognized in gain/(loss) on related partyinvestments in the consolidated statementsof income. For
investees whosefunctional currencyis notthe U.S.dollar,theCompany recordsforeign currency
translationadjustmentsarisingfromitsshareoftheinvestee’sequityinothercomprehensive
income/(loss) as part of the cumulative translation adjustment.
w)
Shares repurchasedand retired:
The Company’scommon sharesrepurchased areimmediately
cancelledandtheCompany reducesitsshare capitalbytheparvalueoftheshares retired.The
excess of therepurchase cost of theshares over par valueis recorded as areduction of additional
paid-in capital, in accordance with ASC 505-30-30, Treasury Stock.
x)
Financial Instruments, creditlosses
: TheCompany evaluates itsfinancial assetsindividually for
credit losses and presents such assets in the net amount expected to be collected on such financial
asset. When financial assets present similar risk characteristics, these are evaluated on a collective
basis.Whendevelopinganestimateofexpectedcreditlosses, theCompanyconsidersavailable
information relevantto assessingthe collectabilityof cashflows suchas internalinformation, past
events, currentconditions andreasonable andsupportable forecasts.
No
credit losseswere identified
and recorded in 2025, 2024 and 2023.
y)
FinancialInstruments,InvestmentsinEquitySecurities
:Equityinvestmentswithreadily
determinable fair valuesare initially recognizedat transaction priceand subsequently measuredat
fairvaluewithchangesinfairvaluerecognizedinnetincome,inaccordancewithASC321.For
equitysecuritieswithoutareadilydeterminablefairvalue,theCompanyhaselectedthe
measurement alternativein ASC321-10-35-2, underwhich suchinvestments arecarried atcost, less
impairment, and adjustedfor observable pricechanges in orderly transactionsfor the identicalor a
similar investment ofthe same issuer.When observable pricechanges occur,the carrying amount
isadjustedtofairvalueasofthedateofthetransaction,withthecorrespondinggainorloss
recognizedinearnings. Ateachreportingdate,theCompanyreassesseswhetheraninvestment
continuestoqualifyforthemeasurementalternative.TheCompanymayirrevocablyelectto
subsequently measurean equity securityat fair value,with changesrecognized in earnings,at which
point the investment isno longer eligible forthe measurement alternative. TheCompany evaluates
equity securitiesmeasured underthe measurementalternative forimpairment wheneverevents or
circumstancesindicatethattheinvestment’sfairvaluemaybelessthanitscarryingamount.
Indicatorsofimpairmentinclude,butarenotlimitedto,significantdeteriorationintheinvestee’s
financial condition, adversechanges in itsindustry or market environment,or a declinein its ability
tocontinueasagoingconcern.Ifanimpairmentisidentified,theCompanyestimatesthe
investment’s fair value, andany difference between thecarrying amount andfair value is recognized
as an impairment loss in earnings.
z)
Contractsinentity’sequity:
TheCompanyevaluatescontractsthatmaybesettledinthe
Company’scommonshares,including warrantsandpre-fundedwarrants, undertheguidance of
ASC 480 and ASC 815-40to determine whether such instruments should beclassified as equity or
asliabilities.TheCompanyfirstassesseswhetherthecontractiswithinthescopeofASC480,
includinginstrumentsthataremandatorilyredeemable,requiretheissuertorepurchaseitsown
shares for cash, or embody anunconditional obligation to delivercash. Instruments within the scope
ofASC480areclassifiedasliabilities.IfASC480doesnotrequireliabilityclassification,the
Company evaluatesthe instrumentunder ASC815-40. TheCompany considerswhether thecontract
(i)isindexedtotheCompany’sownstockand(ii)meetstheequityclassificationcriteriainASC
815-40-25. Thesecriteria require,among otherthings, thatthe Companyhas sufficientauthorized
andunissuedsharesavailableforsettlement;settlementinunregisteredsharesispermitted;the
contractcontainsafixedorexplicitlylimitednumberofsharesforsettlement;thereareno
DIANA SHIPPING INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
(Expressed in thousands of U.S. Dollars – except share, per sharedata, unless otherwise stated)
F-22
requirementsfornetcashsettlementunderanycircumstancesoutsidetheCompany’scontrol,
including failure to makeSEC filings; and thereare no cash-settled top-off,penalty,or make-whole
provisions.Instrumentsthatmeetboththeindexationandequityclassificationconditionsare
classified inequity.Instruments thatdonot meetthesecriteriaareclassified asliabilities andare
remeasuredatfairvaluethroughearningsateachreportingdate.Inassessingwarrantsand
pre-funded warrants,the Companyalso analyzeswhether theinstruments meetthe definitionof a
derivative underASC 815and whetherany embeddedfeatures wouldrequire bifurcation.If derivative
accounting is not required and the criteria for equity classification are met, the warrantis accounted
forasanequity-classified instrument,andnobifurcation ofembedded featuresisperformed. For
warrants classified as liabilities, subsequent changes in fair value arerecognized in earnings.
aa)
Guarantees:
Guarantees issued bythe Company,other than thosethat guarantee theCompany’s
ownperformance,arerecognizedatfairvalueatthetimetheguaranteeisissued,oruponthe
deconsolidation of a subsidiary. The initial fair valuerepresents the obligationundertaken to perform
under the guarantee.After initial recognition,the guarantee liabilityis subsequently amortizedover
thetermoftheguaranteeoruntilitisextinguished. If,atanytime,itbecomesprobablethatthe
Company willbe requiredto performunder aguarantee andthe amountof theloss isreasonably
estimable, the Company will record an additional liability,recognized separately from the guarantee
liability. Certain guarantees are excluded from the initialfair value recognition requirement,including
aparent’sguarantee ofasubsidiary’sdebt toa thirdparty whenboth entitiesare undercommon
control. Forsuch guarantees,no liabilityis recordedand theCompany providesdisclosuresregarding
the nature and terms of the guarantee.
bb)
Derivative instruments:
Derivative instrumentsare recognized onthe consolidated balancesheets
aseither assetsorliabilities measuredatfairvalue.Changes inthefairvalueofaderivative are
recognized either in other comprehensive income (“OCI”),to the extent the derivativeis designated
and qualifiesas ahedging instrument,or inearnings ifhedge accountingis notapplied. TheCompany
has notdesignated anyderivative instrumentsas hedginginstruments underASC 815.Derivative
assets and liabilities are notoffset unless the requirementsfor offsetting under ASC 210-20are met.
New Accounting Pronouncements
In November2024, theFASBissuedASU 2024-03, “IncomeStatement-ReportingComprehensive
Income-ExpenseDisaggregationDisclosures(Subtopic 220-40):DisaggregationofIncomeStatement
Expenses”.Thestandardisintendedtorequiremoredetaileddisclosureaboutspecifiedcategoriesof
expenses (including employee compensation, depreciation,and amortization) included in certain expense
captions presented onthe faceof theincome statement. ThisASU is effectivefor fiscalyears beginning
after December15,2026, andforinterimperiodswithinfiscalyearsbeginningafter December15,
2027. Earlyadoptionispermitted.Theamendments may beappliedeitherprospectivelytofinancial
statements issuedfor reportingperiods afterthe effectivedate ofthis ASUor retrospectivelyto allprior
periods presentedin thefinancial statements.The Companyis currentlyassessing theimpact thisstandard
will have on its consolidated financial statements.
InJuly2025,theFASBissuedASUNo.2025-05,“FinancialInstruments—CreditLosses(Topic326):
Measurement of Credit Lossesfor Accounts Receivableand Contract Assets”. TheASU 2025-05 provides
a practical expedientthat all entitiesmay elect touse when estimatingexpected credit losses forcurrent
accounts receivable and currentcontract assets arising fromtransactions accounted forunder ASC 606,
Revenue fromContracts withCustomers, byallowing themtoassume thatcurrent conditionsas ofthe
balance sheet date will not change for the remaining life of the asset. ASU 2025-05 is effective for annual
reporting periods beginning afterDecember 15, 2025, andinterim reporting periods withinthose periods,
DIANA SHIPPING INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
(Expressed in thousands of U.S. Dollars – except share, per sharedata, unless otherwise stated)
F-23
with earlyadoption permitted.The Companyis currentlyevaluating theimpact thatthe adoptionof ASU
2025-05 will have on its consolidated financial statements and relateddisclosures.
InDecember2025,theFASBissuedASU2025-11,InterimReporting(Topic270):Narrow-Scope
Improvements,whichclarifiesthenavigabilityandapplicabilityofinterimreportingguidanceunderUS
GAAP andadds anew disclosureprinciple forinterim periods.The amendmentsare notintended tochange
thefundamentalnatureofinterimreportingorexpandorreducesubstantiveinterimdisclosure
requirements. The ASU is effective for interim reporting periods within annual reporting periods beginning
after December 15, 2027for public businessentities and after December 15,2028 for entities otherthan
public businessentities, withearly adoptionpermitted. TheCompany iscurrently evaluatingthe impactthat
adopting this update may have on its consolidated financial statementdisclosures.
InDecember2025theFASBissuedASUNo.2025-12toclarify,correct errorsinormakeother
improvements to a broad range of topicsin the Accounting Standards Codification(“ASC”), including ASC
260,EarningsPerShare;ASC325,Investments—Other;andASC958,Not-for-ProfitEntities.The
guidance iseffective forall entitiesfor annualreporting periodsbeginning after15 December2026, and
interim periods within those annual periods. Early adoption ispermitted. Entities are required to apply the
amendments to ASC260 retrospectively toeach prior reportingperiod presented inthe period ofadoption.
Entitiescanapplyallotheramendmentsintheperiodofadoptioneither(1)prospectivelytoallnew
transactionsrecognizedonorafterthedatethattheentityfirstappliestheamendmentsor(2)
retrospectively tothebeginning oftheearliest comparativeperiod presented,with anadjustment tothe
openingbalanceofretainedearnings(orotherappropriatecomponentsofequityornetassetsinthe
statement of financial position) as of the beginning of the earliest comparative period presented. An entity
may electthe transitionmethod onan issue-by-issuebasis (exceptfor theASC 260amendments). The
Company is currentlyassessing the impactthis standard willhave on itsconsolidated financialstatements.
3.Transactions with related parties
a)Altair Travel Agency S.A. (“Altair”):
The Company uses theservices of an affiliatedtravel agent,
Altair, which is controlled by the Company’s CEO Mrs. Semiramis Paliou. Travel expenses for 2025, 2024
and2023amountedto$
2,654
,$
2,569
and$
2,525
,respectively,andaremainlyincludedinvessel
operating expenses inthe accompanying consolidatedfinancial statements. Asof December 31,2025 and
2024, anamount of$
89
and $
190
, respectively,was payableto Altairand isincluded in“Due torelated
parties” in the accompanying consolidated balance sheets.
b)Steamship Shipbroking Enterprises Inc. orSteamship:
Steamship is a company controlled by
the Company’sCEO Mrs.Semiramis Paliouand providesbrokerage servicesto DSIfor afixed monthly
fee plus commission onthe sale of vessels, pursuantto a Brokerage ServicesAgreement.For 2025,2024
and 2023, brokerage fees amounted to $
3,912
, $
4,093
and $
3,900
, respectively, andare included mainly
in generaland administrativeexpenses inthe accompanyingconsolidated statementsof income.For 2025,
2024 and2023, commissions relatedto Steamshipamounted to$
355
, $
544
and $
906
, respectively and
are mainly includedin gain onthe sale ofvessels in theaccompanying consolidatedstatements of income.
As of December 31, 2025 and 2024, there was
no
amount due to Steamship.
c)Bond issuance:
In 2024, officers and directors of theCompany and/or entities affiliated with them
purchased an aggregateof $
47,300
principal amount of thesenior unsecured bondissued on July 2,2024
(Note 8).
DIANA SHIPPING INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
(Expressed in thousands of U.S. Dollars – except share, per sharedata, unless otherwise stated)
F-24
4.Equity Method Investments
a)Diana Wilhelmsen Management Limited, or DWM:
DWM is a joint venture betweenDiana Ship
Management Inc., awholly owned subsidiaryof DSI, andWilhelmsen Ship ManagementHolding AS, an
unaffiliated third party,each holding
50
% of DWM. As of December 31, 2025 and 2024, the investment in
DWMamounted to$
244
and$
794
andisincludedinequitymethodinvestmentsintheaccompanying
consolidated balance sheets. In 2025, 2024 and 2023, the investment in DWMresulted in a loss of $
550
,
againof$
60
andagainof$
228
,respectively,included inlossfromequity methodinvestments inthe
accompanying consolidated statements of income.
DWMperforms thetechnical andcommercial managementof
five
vessels oftheCompany’s fleetfora
fixed monthly feeseparately presented as managementfees to arelated party anda percentage of their
grossrevenuesincludedinvoyageexpenses.ManagementfeestoDWMin2025,2024and2023
amounted to $
1,191
, $
1,332
and $
1,313
, respectively. Voyage expenses (commissions) incurred byDWM
underthemanagementagreementsduring2025,2024and2023,amountedto$
314
,$
368
and$
390
,
respectively.As ofDecember 31, 2025and 2024, therewas an amountof $
239
and $
3
due from DWM,
included in due from related parties in the accompanying consolidatedbalance sheets.
b)BergenUltraLP,orBergen:
Bergenisalimitedpartnershipestablishedasawhollyowned
subsidiary of the Company, for the purpose of acquiring, owning,and operating a vessel. On February14,
2023, Bergen signeda Memorandum ofAgreement to acquire froman unrelated third-partyan Ultramax
dry bulkvessel whichwas deliveredon April10, 2023.On March30, 2023,Bergen enteredinto aloan
agreementwithNordeafora$
15,400
loantofinancepartofthepurchasepriceofthevesselandthe
Companyprovided acorporate guaranteetosecure Bergen’sobligations undertheloan(Note 10).On
April28,2023,theCompanyenteredinto(i)aninvestmentagreementwithanunrelatedthirdpartyto
acquire
75
% ofthe limitedpartnership interests;(ii) anamended limitedpartnership agreementunder which
the Companyacts asthe GeneralPartner ofthe partnershipthrough itswholly ownedsubsidiary Diana
General PartnerInc.; (iii)an administrativeservice agreementunder whichDSS providesadministrative
services to Bergen; (iv) acommission agreement under which the Company ispaid a commission on the
outstandingbalanceoftheloan,ascompensationfortheguaranteeitprovidedtoNordeaand(v)a
convertibleloanwithBergenunderwhichBergenwouldhavetorepayallexpendituresmadebythe
Company for the acquisitionof the vessel. Pursuantto the terms of the convertibleloan, on April 28, 2023,
theCompanyreceivedfromBergen$
25,189
incashwhileanamountof$
3,675
wasconvertedinto
partnership interests in Bergen, representing
25
% of the total partnership interests.
Following theadmission ofthe newinvestor,the Companyevaluated itsinterests inBergen underASC
810 andconcluded thatBergen isa VIEand thatthe Companydoes notindividually havethe powerto
direct theactivities of theVIE that mostsignificantly affect thepartnership’s performance. FromApril 28,
2023theCompanynolongerretainedcontroloverBergen’sboardofdirectors.Consequently,the
Company deconsolidatedBergen inaccordance withASC 610and theretained noncontrollinginterest was
accounted for under the equity method due to the Company’s significant influenceover Bergen.
On the date ofdeconsolidation, the fair value of theCompany’s interest amounted to $
4,519
, determined
through Level 2 inputs of thefair value hierarchy,by taking into consideration the fair valueof the distinct
assets andliabilities ofBergen onthe dateof thedeconsolidation.This resultedin again ondeconsolidation
amounting to$
844
, separatelypresented inthe accompanyingconsolidated statement ofincome, being
the differencebetween the fairvalue of theretained noncontrolling interestplus the carryingvalue of the
liabilities assumed by Bergen and the carrying value of the assets derecognized.
DIANA SHIPPING INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
(Expressed in thousands of U.S. Dollars – except share, per sharedata, unless otherwise stated)
F-25
As of December 31, 2025 and 2024,the Company’s equity investment in Bergenamounted to $
4,227
and
$
5,012
, respectively, and is included inequity method investment,current and equitymethod investments,
non-current, respectively,in the accompanying consolidated balancesheets. In 2025, 2024 and 2023, the
investment inBergen resultedin aloss of$
765
, again of$
312
and again of$
181
, respectivelyand is
included in loss from equity method investmentsin the accompanying consolidated statementsof income.
Also, in 2025,2024 and2023, incomefrom managementfees from Bergenamounted to $
15
, $
15
and $
10
,
respectively,includedintimecharterrevenuesandincomefromthecommissionpaidontheloan
guaranteeamountedto$
52
,$
40
and$
28
,includedininterestandotherincomeintheaccompanying
consolidated statementsof income. Asof December 31,2025 and 2024,there was anamount of $
158
and
$
246
, respectively, due from Bergen included in due from related parties, current and non-current.
On November 19, 2025, Bergen entered into an agreement with an unrelated third party to sell the vessel
for the sale priceof $
26,400
. As a result,the Company reclassifiedits equity method investmentfrom non-
current to current assets,in the accompanying consolidated balance sheet. (Note 16).
c)Windward OffshoreGmbH,or Windward:
On November7, 2023,the Companythrough itswholly
owned subsidiary DianaEnergize Inc., or DianaEnergize, entered into ajoint venture agreement,with
two
unrelated companiesto form WindwardOffshore GmbH &Co. KG orWindward, basedin Germany, for the
purpose ofestablishing andoperating anoffshore windvessel companywith theaim ofbecoming aleading
providerofservicevesselstothegrowingoffshorewindindustryandacquirecertainvessels.Diana
Energize committed to contribute
50
million Euro, representing
45.87
% of the limited partnership’s capital.
On May 5, 2025, a new partner was admitted to Windward and the Company received Euro
3.1
million as
return of capital, which reduced theCompany’s ownership percentage to
34
%. As of December 31,2025
and 2024,the Company’s investmentin Windwardamounted to$
44,494
and $
36,631
, respectively, mainly
consistingofadvances tofundtheconstruction of
four
vesselsand workingcapital.OnSeptember 30,
2025, thefirst vesselwas deliveredto itsowners. In2025, 2024and 2023,the investmentin Windward
resultedinalossof$
62
,$
518
and$
671
,respectively,andisincludedinlossfromequitymethod
investments in the accompanying consolidated statements of income.
d)Diana MarinersInc., orDiana Mariners:
On September12, 2023,the Companythrough itswholly
owned subsidiary Cebu ShippingCompany Inc., or Cebu, acquired
24
% of Cohen Global Maritime Inc.,or
Cohen,acompanyorganizedintheRepublicofthePhilippinesforthepurposeofprovidingmanning
agency services. In August 2024, Cohen was renamed Diana Mariners and acts as the manningagent of
the Company’s vessels.As of December31, 2025 and2024, the Company’sinvestment in DianaMariners
amounted to$
383
and $
389
, respectivelyand therewas anamount of$
760
and $
100
, includedin due
from related parties, respectively. In 2025, 2024 and 2023, the investment in Diana Mariners resulted in a
lossof$
24
,$
0
and$
0
,respectivelyandisincludedinlossfromequitymethodinvestmentsinthe
consolidated statements of income. For 2025, 2024 and 2023,manning fees to Diana Mariners amounted
to $
314
,
nil
and
nil
, respectively, and are included in operatingexpenses in the consolidatedstatements of
income.AsofDecember31,2025,alloftheCompany’sship-owningsubsidiarieshaveenteredinto
manning agreements with Diana Mariners.
e)
EcogasHoldingAS,orEcogas:
OnMarch12,2025,theCompany,throughawhollyowned
subsidiaryDianaGasInc.,enteredintoajointventureagreementwithanunrelatedpartytoestablish
Ecogas,a companyformed underthelawsof Norway,forthepurpose ofbuilding
two
7,500 cbmLPG
vesselswithdeliveryin2027andwithanoptionfor
two
additionalvessels.Underthetermsofthe
agreement, the Company and its strategicpartner hold equal voting rights(
50
% each), and as a result the
Company doesnot havecontrol overEcogas. Furthermore, theCompany agreed tocontribute $
18,464
,
representing an
80
% equity interest, for theconstruction of the
two
vessels. As of December31, 2025, the
investmentinEcogasamountedto$
8,754
,representingpartofitsequityparticipationtofundthe
DIANA SHIPPING INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
(Expressed in thousands of U.S. Dollars – except share, per sharedata, unless otherwise stated)
F-26
construction ofthe vesselsand workingcapital. In2025, theinvestment inEcogas resultedin aloss of
$
1,409
and is included in loss from equity method investments inthe consolidated statements of income.
5.Investments in a related party and other
a)OceanPalInc.,orOceanPal:
AsofDecember 31,2024,theCompany held
500,000
shares of
Series B PreferredShares of OceanPal.Series B PreferredShares entitled theholder to
2,000
votes on
allmatterssubmitted toavoteofstockholders, however,thevotingrightswere cappedat
34
% oftotal
votes, andthe totalvotes entitledtobe castby theholder,including commonstock orany othervoting
security, should notexceed
49
% of the total number of votes. Series B Preferred Shares had nodividend
or distribution rights.On October 28,2025, the Companysold its
500,000
Series B PreferredShares for
cashconsideration of$
3,005
.Thesaleresultedinarealizedgain, representingtheexcess ofthesale
proceeds over the carryingamount of the shares.This gain is includedwithin gain/(loss) on relatedparty
investmentsintheaccompanyingconsolidatedstatementsofincome.Therealizedgainpartiallyoffset
realizedlossesrecognizedduring2025fromthedilutionoftheCompany’scommonstockholdingsin
OceanPal, described below.
As of December31, 2025 and2024, the Companyheld
207
Series C ConvertiblePreferred Shares.Series
CPreferredSharesdonothavevotingrightsexceptwithrespecttoamendmentstotheArticlesof
Incorporation that adversely affect thepreferences, powers, or rights of theSeries C Preferred Shares or
relate tothe issuanceof ParityStock orthe creationor issuanceof SeniorStock. SeriesC PreferredShares
have a liquidation preference equal to the stated value of $
1,000
and are convertible into common shares
at theCompany’s optioncommencing upon thefirst anniversaryof theissue date,at aconversion price
equal to the lesser of $
6.50
and the
10
-trading-day trailing VWAP of OceanPal’s common shares, subject
to adjustment. Dividends are cumulative and accrue at the rate of
8
% per annum and are payable in cash
or,at OceanPal’soption, inkind. Asof December31, 2025and 2024,the Company’sinvestment inthe
Series C preferred shares, amounted to $
180
and $
180
, respectively, included in investments in a related
party,currentandinvestmentsinarelatedparty,non-current,respectively,intheaccompanying
consolidated balance sheets.
On October17, 2023,the Companyconverted
9,793
of its
10,000
Series CPreferred Sharesinto
3,649,474
common shares,having afair valueof $
9,160
based onLevel 1inputs ofthe fairvalue hierarchy,using
the closing priceof OceanPal’s commonshares on theconversion date. Upon conversion,the Company
recognized a gainof $
1,742
, representing theexcess of thefair value ofthe common sharesreceived over
the carrying amount ofthe Series C PreferredShares derecognized. This gainis included in gain/(loss)on
relatedpartyinvestmentsintheaccompanyingconsolidatedstatementsofincome.Followingthe
conversion, the Company became the beneficial owner of
49
% of OceanPal’s outstanding common stock
and, asthe sharesare listedon NASDAQ,the Companyelected toaccount forits ownershipinterest in
OceanPal at fair value.
As ofDecember 31,2024, theCompany held
3,649,474
shares ofOceanPal’s commonstock. During2025,
OceanPal completed a series of commonstock issuances and effected a reverse stocksplit, resulting in a
significant dilutionof theCompany’s ownershipinterest to
145,978
common sharesas ofDecember 31,
2025,resultinginalossof$
4,077
includedingain/(loss)onrelatedpartyinvestments,inthe2025
consolidated statementofincome.As aresultof thisdilution,theCompany concludedthat itno longer
exercisessignificantinfluenceoverOceanPal,andthereforetheinvestmentnolongerqualifiesforthe
equity method underASC 323. Thediscontinuation of the equitymethod did notaffect the measurement
of theinvestment, asthe Companyhad previouslyelected thefair valueoption forits holdingsin OceanPal.
Accordingly, theinvestment continues to be carriedat fair value, withchanges in fair valuerecognized in
earnings.AsofDecember31,2025and2024,theCompany’sinvestmentinthecommonstockof
DIANA SHIPPING INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
(Expressed in thousands of U.S. Dollars – except share, per sharedata, unless otherwise stated)
F-27
OceanPal amounted to $
158
and $
4,235
, respectively,included in investments in arelated party,current
and investments in a related party, non-current,respectively.
In2025,2024 and2023, changesinthefairvalueoftheCompany’sinvestment inOceanPal common
shares andpreferred shares resultedin lossesof $
1,072
, $
3,905
and $
1,022
, respectively,presented in
gain/(loss) on related party investments, in the consolidatedstatements of income.
In2023,theCompanydistributed
13,157
SeriesDPreferredSharesasnon-cashdividendstoits
shareholders(Note11).TheSeriesDPreferredShareswereofferedtoshareholdersasnon-cash
considerationforthesaleofMeliatoOceanPal.TheCompanyaccountedforthetransactionasa
nonreciprocal transfer with its owners in accordance with ASC 845 and measured the preferred shares at
their fair value onthe date of declarationat $
10,761
and recorded a gainof $
761
included in gain/(loss) on
related party investmentsin the related accompanyingconsolidated statement of income.The fair value of
the Series D Preferred Shares was determinedusing the income approach, based onthe present value of
the future cash flows expected to be received by the holder of the equity instrument.
In2025,2024and2023,dividendincomefromtheSeriesCandSeriesDOceanPalpreferredshares
amounted to $
17
, $
17
and $
801
, respectively,included in interest and other income in the accompanying
consolidated statements of income.
b)Investmentinequitysecurities:
In2023,theCompanyacquiredequitysecuritiesofanentity
listed in the NYSE which as of December31, 2023 had a fair value of $
20,729
. The equity securities were
initially recorded atcost amountingto $
17,916
and measured atyear-end at fairvalue, determinedthrough
Level 1of thefair valuehierarchy. The securitieswere consideredmarketable securitiesthat wereavailable
tobeconvertedintocashtofundcurrentoperationsandwereclassifiedincurrentassetsinthe
accompanying consolidatedbalance sheet.The Companysold allsecurities duringthe firstquarter of2024
and in2024 and2023, recordeda realizedloss of$
400
and anunrealized gainof $
2,813
, respectively,
presented in gain/(loss) on equity securities in the accompanyingconsolidated statements of income.
In 2025, theCompany acquired equity securities ofGenco Shipping & TradingLimited (Genco) which as
of December 31, 2025,had a fair valueof $
118,194
. As of December 31,2025, the Company isthe holder
of
6,413,151
common shares, being
14.8
% of Genco’s common stock.The equity securities were initially
recorded at costamounting to $
103,524
and measured subsequentlyat fair value,since their fairvalues
werereadilydeterminable,determinedthroughLevel1ofthefairvaluehierarchy.Thesecuritiesare
considered marketablesecurities thatare availableto beconverted intocash tofund currentoperations
and classifiedin currentassets inthe accompanyingconsolidated balancesheet asof December31, 2025.
Unrealizedgainontheinvestmentamountedto$
14,671
andisseparatelypresentedingain/(loss)on
equity securities in the accompanying consolidated statementsof income.
In 2025, dividend income from the Investment in equity securities amounted to $
1,670
included in interest
and other income in the accompanying consolidated statements of income.
OnNovember24,2025,wesubmittedtoGenco’sboardofdirectorsaproposaltoacquireallofthe
outstanding shares of Genco we did not already own for a price of$
20.60
per share in cash (Note 16).
6.Advances for vessels under construction and Vessels, net
It is inthe Company’s normalcourse of businessfrom time totime to acquireand sell vessels.Accordingly,
in 2025 and 2024, the Company entered into the below transactions.
DIANA SHIPPING INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
(Expressed in thousands of U.S. Dollars – except share, per sharedata, unless otherwise stated)
F-28
Vessels under construction
OnFebruary8,2024,theCompanysignedanagreementwithanunaffiliatedthirdparty,forthe
construction of
two
81,200 dwt methanol dualfuel new-building Kamsarmax drybulk vessels, to bebuilt at
TsuneishiGroup(Zhoushan) ShipbuildingInc.,China.Thevesselsareexpectedtobedelivered tothe
Companybythesecondhalfof2027andthefirsthalfof2028.AsofDecember31,2025and2024,
advances for vessels underconstruction amounted to $
20,877
and $
19,558
, respectively, of which $
2,446
and$
1,146
wascapitalizedinterest.In2025and2024,anamountof$
1,319
and$
1,158
,including
capitalized interest of $
1,299
and $
1,146
, respectively, was capitalized.
Vessel Disposals
In 2024, the Company sold to unrelated third parties the vessels
Artemis
and
Houston
and recognized an
aggregate gain on sale of $
5,799
.
In 2025, theCompany sold to unrelatedthird parties thevessels
Alcmene
and
Selina
and recognized an
aggregate gain on sale of $
3,663
.
Theamountreflectedin Vessels,netintheaccompanying consolidatedbalance sheetsis analyzedas
follows:
Vessel Cost
Accumulated
Depreciation
Net Book
Value
Balance, December 31, 2023
$
1,114,247
$
(214,055)
$
900,192
- Additions for vessel improvements
958
-
958
- Vessel disposals
(46,001)
16,849
(29,152)
- Depreciation for the year
-
(38,586)
(38,586)
Balance, December 31, 2024
$
1,069,204
$
(235,792)
$
833,412
- Additions for vessel improvements
183
-
183
- Vessel disposals
(23,875)
6,201
(17,674)
- Depreciation for the year
-
(37,983)
(37,983)
Balance, December 31, 2025
$
1,045,512
$
(267,574)
$
777,938
7.Property and Equipment, net
The Companyowns theland andbuilding ofits principalcorporate officesin Athens,Greece andthree
plotsoflandacquiredforcorporatepurposes.Otherassetsconsistofofficefurnitureandequipment,
computer software and hardwareand vehicles. The amountreflected in “Property andequipment, net” is
analyzed as follows:
DIANA SHIPPING INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
(Expressed in thousands of U.S. Dollars – except share, per sharedata, unless otherwise stated)
F-29
Property and
Equipment
Accumulated
Depreciation
Net Book
Value
Balance, December 31, 2023
$
30,942
$
(6,660)
$
24,282
- Additions in property and equipment
3,718
-
3,718
- Depreciation for the year
-
(825)
(825)
Balance, December 31, 2024
$
34,660
$
(7,485)
$
27,175
- Additions in property and equipment
1,671
-
1,671
- Depreciation for the year
-
(998)
(998)
Balance, December 31, 2025
$
36,331
$
(8,483)
$
27,848
8.Long-term debt
Theamount oflong-term debtshown intheaccompanying consolidatedbalance sheetsisanalyzed as
follows:
December 31, 2025
December 31, 2024
Senior unsecured bond
175,000
175,000
Secured long-term debt
354,189
347,590
Total long-termdebt
$
529,189
$
522,590
Less: Deferred financing costs
(6,380)
(7,973)
Long-term debt, net of deferred financing costs
$
522,809
$
514,617
Less: Current long-term debt, net of deferred financingcosts,
current
(50,281)
(45,230)
Long-term debt, excluding current maturities
$
472,528
$
469,387
DIANA SHIPPING INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
(Expressed in thousands of U.S. Dollars – except share, per sharedata, unless otherwise stated)
F-30
8.375% Senior Unsecured Bond:
On
June 22, 2021
, theCompany issued a$
125,000
senior unsecured bondmaturing inJune 2026. The
bond rankedahead ofsubordinated capitaland rankedthe samewith allother seniorunsecured obligations
oftheCompanyotherthanobligationswhichweremandatorilypreferredbylaw.Entitiesaffiliatedwith
executive officersand directors ofthe Company purchasedan aggregate of$
21,000
principal amount of
the bond.
On June 29, 2023,the Company repurchased $
5,900
nominal value of the bondfor $
5,851
resulting in a
loss on debt extinguishmentof $
159
, representing thedifference between thereacquisition price of$
5,851
and thenet carryingamount ofthe debtextinguished of$
5,900
less deferredfinancing feesof $
208
. In
June 2024, the bondbecame callable, and on July2, 2024, the Company prepaid theremaining balance
at
103.35
% of par,using proceeds from the new bonddescribed below. TheCompany accounted for the
transactionpartlyasadebtmodificationandpartlyasdebtextinguishment.Theportion refinancedby
existinginvestorsamountingto$
57,850
wastreatedasmodificationandtheremaining$
61,250
was
accounted for as debt extinguishment. An amount of$
5,336
consisting of the costs paid toinvestors who
participated in the refinancingand unamortized deferredfees were deferredover the term ofthe new bond
and an amount of$
3,475
was recorded as loss ondebt extinguishment. The bond includedfinancial and
other covenants and was trading on the Oslo Stock Exchange underthe ticker symbol “DIASH02”.
8.75% Senior Unsecured Bond
:
In 2024,the Companyissued a$
175,000
senior unsecuredbond maturing inJuly 2029bearing afixed-
rate coupon of
8.75
% payable semi-annually inarrears in January andJuly of eachyear. Proceedsfrom
the bondwere usedto prepaythe balanceof thethen outstandingbond andfor generalworking capital
purposes.The bondiscallable inwhole orinpart inJuly 2027ata priceequal to
103.50
%of nominal
value;in January2028 ata priceequal to
102.625
%ofnominal value;inJuly 2028ata priceequal to
101.75
% and after January 2029 ata price equal to
100.00
% of nominal value. The bondranks ahead of
subordinated capital and ranksthe same with all othersenior unsecured obligations ofthe Company other
than obligations which are mandatorily preferred by law. The bond includes financial and other covenants
and is trading on the Oslo Stock Exchange under the ticker symbol“DIASH03”.
Secured Term Loans:
Under thesecured termloans outstandingas ofDecember 31,2025,
31
vessels ofthe Company’sfleet
aremortgagedwithfirstpreferredorpriorityshipmortgages,havinganaggregatecarryingvalueof
$
621,566
.Additionalsecuritiesrequiredbythebanksincludefirstpriorityassignmentofallearnings,
insurances, first assignment of timecharter contracts that exceed acertain period, pledge over theshares
oftheborrowers,manager’sundertakingandsubordinationandrequisitioncompensationandeithera
corporateguaranteebyDSI(the“Guarantor”)oraguaranteebytheshipowningcompanies(where
applicable), financial covenants, as well as operating account assignments. The lenders may also require
additionalsecurityinthefutureintheeventtheborrowersbreachcertaincovenantsundertheloan
agreements.Thesecuredtermloansgenerallyincluderestrictionsastochangesinmanagementand
ownership of the vessels, additional indebtedness, as well as minimum requirements regarding hull cover
ratio and minimum liquidityper vessel owned by theborrowers, or the Guarantor,maintained in the bank
accounts of the borrowers, or the Guarantor.
As of December 31,2025 and 2024 minimumcash deposits required tobe maintained at alltimes under
the Company’sloan facilities,amounted to$
18,000
and $
19,000
, respectivelyand areincluded inrestricted
cash, non-current inthe accompanying consolidatedbalance sheets. Furthermore,the secured termloans
DIANA SHIPPING INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
(Expressed in thousands of U.S. Dollars – except share, per sharedata, unless otherwise stated)
F-31
containcrossdefaultprovisionsandadditionallytheCompanyisnotpermittedtopayanydividends
following the occurrenceof an eventof default. Allof the Company’ssecured term loansbear interest at
SOFR plus a margin. In 2025 and 2024, the weightedaverage interest rate of the secured termloans was
6.1
% and
7.3
%, respectively.
As of December 31, 2025,the Company had the followingagreements with banks, either asa borrower or
as a guarantor, to guarantee the loans of its subsidiaries:
Nordea BankAB, LondonBranch (“Nordea”):
On September30, 2022,theCompany enteredinto a
$
200
million loanagreement tofinance theacquisition of
9
Ultramax vessels.The Companydrew down
$
197,236
under the loan,in tranches foreach vessel ontheir delivery tothe Company andin December
2022 prepaid$
21,937
due toa vesselsale andleaseback transaction. Theloan wasrepayable in equal
quarterly instalments of an aggregate amount of $
3,719
, and a balloon of $
100,912
payable together with
the last instalment on
October 11, 2027
.
On June 27, 2023, the Company drew down $
22,500
under a secured loan agreement and prepaid in full
theoutstandingbalanceofanexistingloanamountingto$
20,934
andrecordedalossondebt
extinguishment amounting to $
220
. The loan, maturingon
June 27, 2028
was repayable in equalquarterly
instalments of $
1,125
.
On July25, 2024,the Companyentered intoand drewa $
167,263
loan agreement,to refinancethe balance
of the then outstandingloans. The loan isrepayable in equalquarterly instalments of$
4,454
and a balloon
instalment of $
64,827
payable on
July 25, 2030
.
Export-Import Bank of China:
On January 4,2017, the Company drewdown $
57,240
under a secured
loanagreement,whichisrepayableinequalquarterlyinstalmentsof$
954
,each,untilitsmaturityon
January 4, 2032
.
DNB BankASA or DNB:
On June26, 2023, theCompany entered intoa $
100,000
sustainability linked
loan agreement which was drawn on June 27, 2023, to refinance the outstanding balance of another loan
andforworkingcapitalpurposes.Theloanisrepayableinequalquarterlyinstalmentsof$
3,846
until
December 27, 2029
. The loan is subject to a margin resetand unless the parties agree on a new margin,
the loan willbe mandatorily repayableon June 27,2027. OnJuly 6, 2023,the Company enteredinto an
interest rate swap with DNB for a notional amount for the
30
% of the loan amount. Under the interest rate
swap, the Company paysa fixed rate andreceives floating under termSOFR.The swap has atermination
date on December 27,2029, and a mandatorybreak on June 27,2027, according to which theswap will
be terminated if the loan is prepaid. As of December 31,2025 and 2024, the fair value of the interest rate
swap was $
361
and $
165
, respectively,and is separately presented incurrent and non-current liabilities.
In2025,2024and2023,theCompanyrecognizedalossof$
196
,againof$
274
andalossof$
439
,
respectively, fromthe swap valuation separately presented as gain/(loss) on derivative instruments in the
accompanying consolidated statementsof income.
Danish ShipFinance A/Sor Danish:
On April12,2023, theCompany signeda termloan facilitywith
Danish, for$
100,000
to refinancethe outstandingbalance ofloans withother banksand forworkingcapital.
OnApril18and19,2023,theCompanydrewdown$
100,000
whichwasrepayableinequalquarterly
instalments of $
3,301
each and a balloon of $
33,972
payable together with the last instalment onApril 19,
2028. OnOctober 18,2024, theCompany refinancedthe outstandingbalance ofthis loanwith aloan which
is repayable in equal quarterly instalments of $
2,533
each and a balloon of $
14,323
payable together with
the last instalment on
April 18, 2031
.
DIANA SHIPPING INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
(Expressed in thousands of U.S. Dollars – except share, per sharedata, unless otherwise stated)
F-32
National Bank ofGreece S.A. (“NBG”):
On September 29,2025, the Company enteredinto a $
55,000
loan agreement.The loanproceeds weredrawn onthe samedate anddeposited ina pledgedaccount
withthebanktoreducethemargin.AsofDecember31,2025,theamountof$
53,750
ispresented
separately asrestricted cash,current inthe accompanyingconsolidated balancesheet. TheCompany may
withdraw any part orall of the fundsfrom the pledged accountat the end ofthe loan’s fixed interestperiod,
provided no event of default hasoccurred. The loan is repayable in equal quarterlyinstalments of $
1,250
and a balloon instalment of $
25,000
payable on
September 29, 2031
.
As of December 31, 2025 and 2024, the Company was in compliance withall of its loan covenants.
As of December 31, 2025, the maturities ofthe Company’s bond and debt facilities throughout their term,
are shown in the table below and do not include related debt issuancecosts.
Period
Principal Repayment
Year 1
$
52,149
Year 2
52,149
Year 3
52,149
Year 4
227,149
Year 5
92,684
Year 6 andthereafter
52,909
Total
$
529,189
9.Finance Liabilities
On March 29, 2022, the Companysold
Florida
to an unrelated third partyand leased back the vesselfrom
the buyer fora period of
ten years
, under whichthe Company paysa fixed monthlyhire. The Companyhas
the option torepurchase the vesselat specific prices, afterthe end ofthe third yearof the charter period
and foreach yearthereafter,and theobligation topurchase thevessel onthe expirationof thelease on
the tenth year.
On August 17, 2022, theCompany entered into
two
sale and leaseback agreements with twounaffiliated
third parties for
New Orleans
and
Santa Barbara
. The vesselswere deliveredto their buyerson September
8, 2022 andSeptember 12,2022, respectivelyand theCompany chartered-inboth vesselsunder bareboat
charter partiesfor aperiod of
eight years
, each,under whichthe Companypays afixed monthlyhire. Under
the bareboat charter, theCompany has theoption to repurchasethe vessel atspecific prices, afterthe end
of thethird yearof thecharter periodand foreach yearthereafter, and theobligation topurchase thevessel
on the expiration of the lease on the eighth year.
On December 6, 2022, the Companysold
DSI Andromeda
to an unrelated third party and leasedback the
vesselunderabareboat agreement,foraperiodof
ten years
,underwhichtheCompanypaysafixed
monthly hire. The Company has the option to repurchase thevessel at specific prices, after the end of the
third year of the charter periodand for each year thereafter,and the obligation to purchase the vesselon
the expiration of the lease on the tenth year.
DIANA SHIPPING INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
(Expressed in thousands of U.S. Dollars – except share, per sharedata, unless otherwise stated)
F-33
The Company determinedthat, under ACS842-40 Sale andLeaseback Transactions, thetransactions are
failedsalesandconsequently theassetswere notderecognized fromthefinancialstatementsandthe
proceeds from the sale of the vessels were accounted for as financial liabilities. As of December31, 2025
and2024, financeliabilityamounted to$
10,041
and$
9,608
,respectively,included infinanceliabilities,
current and $
103,259
and $
113,300
respectively included in finance liabilities, net ofcurrent portion. As of
December 31, 2025, theweighted average remaining leaseterm of the above leaseagreements was
5.71
years, theaverage interest ratewas
4.83
% and thesublease income forthe years endedDecember 31,
2025, 2024 and 2023 was$
29,073
, $
28,814
and $
34,560
, respectively, included in time charter revenues.
As ofDecember 31,2025, andthroughoutthe termof theleases,the Companyhas annualfinance liabilities
as shown in the table below:
Period
Principal Repayment
Year 1
$
10,224
Year 2
10,661
Year 3
11,151
Year 4
11,604
Year 5
36,170
Year 6 andthereafter
34,282
Total
$
114,092
10.Commitments and Contingencies
a)
Variousclaims, suits,and complaints,including thoseinvolving governmentregulations andproduct
liability, arise inthe ordinarycourse ofthe shippingbusiness. Inaddition, lossesmay arisefrom disputes
withcharterers,agents,insuranceandotherclaimswithsuppliersrelatingtotheoperationsofthe
Company’svessels.TheCompanyaccruesforthecostofenvironmentalandotherliabilitieswhen
management becomesaware thata liabilityis probableand isable toreasonably estimatethe probable
exposure. The Company’s vessels arecovered for pollution in theamount of $
1
billion per vessel per
incident, by the P&I Association in which the Company’s vessels are entered.
b)
Pursuant to the sale and leaseback agreements signed between the Companyand its counterparties,
theCompanyhaspurchaseobligationsamountingto$
50,400
,attheendoftheleaseagreements
described in Note 9.
c)
On March30, 2023,the Companyentered intoacorporate guaranteewith Nordeaunder whichthe
Company guaranteesthe performanceby Bergenof allof itsobligationsunder theloan untilthe maturity
of the loanon March 30, 2028(Note 4 (b)). TheCompany considers the likelihood ofhaving to make
any payments under the guarantee to be remote, as the loan is also secured by an account pledge by
Bergen,firstpreferredmortgageonthevessel,afirstprioritygeneralassignmentoftheearnings,
insurancesandrequisitioncompensationofthevessel,acharterpartyassignment,apartnership
interestssecuritydeed,andamanager’sundertaking.Accordingly,asofDecember31,2025,the
Companydidnotrecordaprovision forlossesundertheguaranteeofBergen’sloanamounting to
$
12,288
on that date (Notes 4 and 16).
d)
As of December 31, 2025, the Company’s remaining commitments to its joint venturesconsist of EUR
10.7
million to Windward and $
8,220
to Ecogas.
DIANA SHIPPING INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
(Expressed in thousands of U.S. Dollars – except share, per sharedata, unless otherwise stated)
F-34
e)
As of December 31,2025, the Company hadtotal obligations under shipbuildingcontracts (Note 6), as
follows:
Period
Amount
Year 1
$
9,200
Year 2
36,800
Year 3
27,600
Total
$
73,600
f)
AsofDecember31,2025,theCompany’svessels,ownedandchartered-in,werefixedundertime
charteragreements,consideredoperatingleases.Theminimumcontractualgrosscharterrevenue
expected tobe generatedfrom fixedand non-cancelabletime chartercontracts existingas ofDecember
31, 2025 and until their expiration was as follows:
Period
Amount
Year 1
$
142,842
Year 2
7,931
Total
$
150,773
11.Capital Stock and Changes in Capital Accounts
a)Preferred stock
:
As of December 31, 2025, and 2024, theCompany’s authorized preferred stock
consists of
50,000,000
shares (allin registeredform), parvalue $
0.01
per share,of which
1,000,000
shares
are designated as Series A ParticipatingPreferred Shares,
5,000,000
shares are designated as Series B
PreferredShares,
10,675
sharesaredesignatedasSeriesCPreferredSharesand
400
sharesare
designated asSeries DPreferred Shares.As ofDecember 31,2025 and2024, theCompany had
zero
Series A Participating Preferred Shares issued and outstanding.
b)SeriesBPreferredStock:
AsofDecember31,2025,and2024,theCompanyhad
2,600,000
Series B PreferredShares issued andoutstanding withpar value $
0.01
per share, at$
25.00
per share and
with liquidation preferenceat $
25.00
per share.
Holders of Series B Preferred Shares have no voting rights
other than the ability, subject to certain exceptions, to elect one director if dividends for six quarterly
dividend periods (whether or not consecutive) are in arrears and certain other limited protective voting
rights.
Also, holders of Series B PreferredShares rank prior to the holdersof common shares with respect
to dividends,distributions andpayments uponliquidation andare subordinatedto allof theexisting and
future indebtedness.
Dividends on the SeriesB Preferred Sharesare cumulative fromthe date of originalissue and arepayable
on the 15th day of January,April, July and October of each year at a dividend rate of
8.875
% per annum,
or$
2.21875
pershareperannum.ForeachoftheyearsendedDecember31,2025,2024and2023,
dividends on Series BPreferred Shares amountedto $
5,769
. Since February 14,2019, the Companymay
redeem, in whole or in part, the Series B Preferred Shares at a redemption price of $
25.00
per share plus
an amount equalto all accumulatedand unpaid dividends thereonto the dateof redemption, whetheror
not declared.
c)SeriesCPreferredStock
:AsofDecember31,2025,and2024,theCompanyhad
10,675
shares of Series C Preferred Stock, issued and outstanding, with par value $
0.01
per share, owned by an
DIANA SHIPPING INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
(Expressed in thousands of U.S. Dollars – except share, per sharedata, unless otherwise stated)
F-35
affiliate of its ChiefExecutive Officer, Ms.Semiramis Paliou.
The Series C Preferred Stock votes with the
common shares of the Company, and each share entitles the holder thereof to 1,000 votes on all matters
submitted to a vote of the shareholders of the Company.
The Series C Preferred Stock has no dividendor
liquidation rightsandcannotbetransferredwithout theconsent oftheCompanyexcepttotheholder’s
affiliates and immediate family members.
d)Series D Preferred Stock
: As of December 31, 2025, and 2024, the Company had
400
shares of
Series D Preferred Stock, issued and outstanding,with par value $
0.01
per share, owned by an affiliate of
its ChiefExecutive Officer,Ms. SemiramisPaliou.The SeriesD PreferredStock isnot redeemableand
has
no
dividend orliquidation rights.
The Series D Preferred Stock vote with the common shares of the
Company, and each share of the Series D Preferred Stock entitles the holder thereof to up to 200,000
votes,
onallmatterssubmittedtoavoteofthestockholdersoftheCompany,providedhowever,that,
notwithstanding any otherprovision of theSeries D PreferredStock statement ofdesignation, to theextent
that the total numberof votes one ormore holders of SeriesD Preferred Stockis entitled to vote(including
any voting power of such holders derived from Series D PreferredStock, shares of Common Stock or any
other voting security of theCompany issued and outstanding as ofthe date hereof or thatmay be issued
in thefuture) on anymatter submitted toa voteof stockholders ofthe Company wouldexceed
36.0
% of
the total numberof votes eligibleto be cast onsuch matter, the totalnumber of votesthat holders ofSeries
D Preferred Stock may exercise derivedfrom the Series D Preferred Stocktogether with Common Shares
and anyother votingsecurities oftheCompany beneficiallyowned bysuch holder,shall bereduced to
36
% of the total number of votes that may be cast on such matter submittedto a vote of stockholders.
e)Issuance and Repurchase of Common Shares:
In 2023, the Company issued
2,033,613
shares
ofcommonstock,at$
3.84
,fortheacquisitionofonevessel,uponexercise ofawarrantissuedtothe
vessel’s sellers. TheCompany did
no
t receive anyproceeds fromthe exerciseof the warrantsin 2023,and
thevalueofthesharesissuedwasincludedinvessels,net.OnDecember2,2024,theCompany
commenced a tenderoffer to purchase upto
15,000,000
shares of its outstandingcommon stock, at $
2.00
per share,using funds availablefrom cash andcash equivalents.On January 7,2025, the tenderoffer was
settled andthe Companyrepurchased andretired atotal of
11,442,645
shares ofcommon stockfor an
aggregate amount of $
23,048
.
f)DividendonCommon Stock:
OnMarch20,2023,theCompanypaidadividendof$
0.15
per
share, or$
15,965
, toits shareholdersof recordas ofMarch 13,2023. OnJuly 10,2023, theCompany
distributed adividend of$
0.15
per shareto allshareholders ofrecord asof June12, 2023,and paid$
12,424
incashtoitsshareholders whoelected toreceivecashanddistributed
965,044
newly issuedcommon
shares to itsshareholders whoelected to receiveshares. On September8, 2023, theCompany distributed
a dividend of$
0.15
per share toall shareholdersof recordas of August14, 2023, andpaid $
13,041
in cash
to its shareholderswho elected toreceive cash and distributed
831,672
newly issued commonshares to
its shareholders whoelected toreceive shares.On December 4,2023, theCompany distributeda dividend
of $
0.15
per share toall shareholders ofrecord as of November27, 2023 inthe form of commonstock and
distributed
4,831,777
newly issued common shares.
On March12, 2024,the Companypaid acash dividendon itscommon stockof $
0.075
per share,or $
8,989
to shareholders of recordas of March 5,2024. On June 18,2024, the Company paid acash dividend on
its commonstock of$
0.075
per share,or $
9,379
, to shareholdersof recordas of June12, 2024.On August
30,2024,theCompanypaidacashdividendonitscommonstockof$
0.075
pershare,or$
9,384
,to
shareholders of record as ofAugust 15, 2024. OnDecember 18, 2024, theCompany paid a cashdividend
on its common stock of $
0.01
per share, or $
1,252
, to shareholders of record as of December 11, 2024.
DIANA SHIPPING INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
(Expressed in thousands of U.S. Dollars – except share, per sharedata, unless otherwise stated)
F-36
On March 21,2025, theCompany paid acash dividendon its commonstock of$
0.01
per share,or $
1,158
,
to all shareholders of record as of March 12, 2025. On June 24, 2025, the Company paid a cash dividend
on its common stock of $
0.01
per share, or $
1,158
, to all shareholders of recordas of June 17, 2025. On
September 11, 2025the Companypaid acash dividendon itscommon stockof $
0.01
per share,or $
1,157
,
to shareholdersof recordas ofAugust 21,2025. OnDecember 17,2025 theCompany paida cashdividend
on its common stock of $
0.01
per share, or $
1,157
, to shareholders of record as of December 8, 2025.
g)Dividend inKind:
OnJune 9,2023, theCompany distributedtheCompany’s investmentin the
Series D Preferred Sharesof OceanPal in theform of a stockdividend amounting to$
10,761
, or $
0.10
per
share, to its shareholders of record as of April 24, 2023.
h)Warrants:
OnDecember14,2023,theCompanydistributed
22,613,070
warrantstoits
shareholders of recordon December 6,2023. Holdersreceived one warrantfor every fiveshares of issued
and outstanding shares ofcommon stock held as ofthe record date (roundeddown to the nearestwhole
number for anyfractional warrant. Each Warrantentitles the holderto purchase, atthe holder’s sole and
exclusive election,at theexercise priceof $
4
per warrant,
1.67484
shares ofcommon stockincluding a
bonus sharefraction. Abonus sharefraction entitlesa holderto receivean additionalpart ofa shareof
common stock for each warrant exercised without payment of anyadditional exercise price.
In 2025 and2024, the Companyissued
26,674
and
9,837,680
shares, respectively, having avalue of $
35
and $
28,047
, netof expenses,or $
1.30
and $
2.86
per share,respectively. In 2025 and2024, theCompany
received $
93
and $
24,195
, in proceeds, net of feesfrom the exercise of
16,181
and
6,392,765
warrants,
respectively.If allwarrants wereexercised asof December31, 2025,the Companywould haveissued
37,003,669
shares of common stock, including the shares from the warrants already exercised, witha fair
value of$
73,133
and would havereceived $
90,452
of grossproceeds. The warrantswere measuredon
the date ofdistribution atfair value, determinedthrough Level 1account hierarchy, being theopening price
of the warrantson the NYSE onthe date ofdistribution as theyare listed under theticker DSX_W.As of
December 31,2025 and2024, thewarrant liability, measuredat fairvalue, amountedto $
1,330
and $
1,802
,
respectively. In 2025, 2024 and2023, Gain onwarrants amountedto $
490
, $
719
and $
1,583
, respectively,
separately presented in the accompanying consolidated statementsof income.
i)IncentivePlan:
AsofDecember31,2025,
9,144,759
sharesremainedreservedforissuance
according to the Company’s incentive plan.
Restricted stock as of December 31, 2025, 2024 and 2023 is analyzedas follows:
Number of Shares
Weighted Average
Grant Date Price
Outstanding as of December 31, 2022
7,866,589
$
3.07
Granted
1,750,000
4.54
Vested
(2,822,753)
3.05
Outstanding as of December 31, 2023
6,793,836
$
3.45
Granted
2,300,000
2.96
Vested
(2,996,334)
3.38
Outstanding as of December 31, 2024
6,097,502
$
3.30
Granted
2,000,000
1.84
Vested
(3,134,365)
3.37
Outstanding as of December 31, 2025
4,963,137
$
2.67
DIANA SHIPPING INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
(Expressed in thousands of U.S. Dollars – except share, per sharedata, unless otherwise stated)
F-37
Thefairvalueoftherestrictedshareshasbeendeterminedwithreferencetotheclosingpriceofthe
Company’sstockonthedatesuchawardswereapprovedbytheCompany’sboardofdirectors.The
aggregatecompensationcostisrecognizedratablyintheaccompanyingconsolidatedstatementsof
incomeovertherespectivevestingperiods.In2025,2024and2023,compensationcostamountedto
$
9,605
, $
10,012
and $
9,938
, respectively,and is includedin general andadministrative expenses inthe
accompanying consolidated statements of income.
As of December 31, 2025 and December 31,2024, the total unrecognized cost relatingto restricted share
awards was$
5,749
and $
11,674
, respectively.As ofDecember 31,2025, theweighted-average period
over which the total compensation cost relatedto non-vested awards not yet recognized isexpected to be
recognized is
1.45
years.
12.Interest expense and Finance costs
The amounts in the accompanying consolidated statements of incomeare analyzed as follows:
2025
2024
2023
Interest expense, debt
$
34,750
$
38,385
$
39,617
Finance liabilities interest expense
5,867
6,353
6,786
Amortization of debt and finance liabilities issuance costs
2,139
2,372
2,620
Loan and other expenses
195
358
308
Interest expense and finance costs
$
42,951
$
47,468
$
49,331
13.Earnings/(loss) per Share
All common sharesissued (includingthe restrictedshares issuedunder theCompany’s incentive plansare
the Company’s common stockand have equal rights tovote and participate in dividends. Thecalculation
of basic earnings per share does nottreat the non-vested shares (not considered participating securities)
asoutstandinguntilthetime/service-basedvestingrestrictionhaslapsed.Thedilutiveeffecton
unexercised warrants that arein-the-money, is computed using the treasury stockmethod which assumes
that the proceedsupon exercise ofthese warrants areused to purchasecommon shares atthe average
marketpricefortheperiod.Incrementalsharesarethenumberofsharesassumedissuedunderthe
treasury stock method weighted for the periods the non-vested shareswere outstanding.
In 2025, 2024 and 2023, therewere
38,544
,
2,698,994
and
1,710,513
included in the denominator of the
diluted earningsper share calculation.Securities that couldpotentially dilute basicearnings per sharein
the future but were not included in the computation of diluted earnings pershare—because their inclusion
would have been anti-dilutive—consistof any incremental sharesfrom unexercised warrantsthat were out
ofthemoneyduringthereportingperiodandanyincrementalsharesresultingfromthenon-vested
restricted share awards.
Net income attributable to common stockholders is adjustedby the dividends on Series B Preferred Stock
and the gain on warrants with dilutive effect to calculate the diluted earningsper share.
DIANA SHIPPING INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
(Expressed in thousands of U.S. Dollars – except share, per sharedata, unless otherwise stated)
F-38
Basic Earnings / (Loss) per Share
2025
2024
2023
Net income
$
17,827
$
12,746
$
49,844
Dividends on series B preferred shares
(5,769)
(5,769)
(5,769)
Net income attributable to common stockholders
$
12,058
$
6,977
$
44,075
Weighted average number of common shares, basic
110,459,096
115,956,249
100,166,629
Earnings per common share, basic
$
0.11
$
0.06
$
0.44
Diluted Earnings / (Loss) per Share
2025
2024
2023
Net income
$
17,827
$
12,746
$
49,844
Dividends on series B preferred shares
(5,769)
(5,769)
(5,769)
Adjustments for fair value gain on warrants
-
(719)
(1,583)
Adjusted net income attributable to common
stockholders
$
12,058
$
6,258
$
42,492
Weighted average number of common shares, basic
110,459,096
115,956,249
100,166,629
Incremental shares from dilutive instruments
38,544
2,698,994
1,710,513
Weighted average number of common shares,diluted
110,497,640
118,655,243
101,877,142
Earnings per common share, diluted
$
0.11
$
0.05
$
0.42
14.Income Taxes
Underthelawsofthecountriesofthecompanies’incorporationand/orvessels’registration,the
companies arenot subjectto taxon internationalshipping income;however, they aresubject toregistration
and tonnagetaxes, whichare includedin vesseloperating expensesin theaccompanying consolidated
statements of income.
The vessel-owningcompanies withvessels thathave calledon theUnited Statesare obligedto filetax
returns with the Internal Revenue Service. However, pursuant to the Internal Revenue Code of the United
States, U.S.source income fromthe international operationsof shipsis generally exemptfrom U.S.tax.
The applicable tax is
50
% of
4
% of U.S.-related gross transportationincome unless an exemptionapplies.
The Company and eachof its subsidiaries expects itqualifies for this statutorytax exemption for the 2025,
2024 and2023 taxable years,and theCompany takes thisposition forUnited States federalincome tax
return reporting purposes.
15.Financial Instruments and Fair Value Disclosures
Interest rate risk and concentration of credit risk
Financial instruments that potentiallysubject the Companyto concentrations of creditrisk consist primarily
of cash and cash equivalents, time deposits and accountsreceivable, trade arising from operating leases.
(Note 2).The ability and willingness ofeach of the Company’scounterparties to perform theirobligations
under acontract dependupon anumber offactors thatare beyondthe Company’scontrol andmay include,
amongotherthings,generaleconomicconditions, thestateofthecapitalmarkets,thecondition ofthe
shipping industry and charter hire rates. The Company’s creditrisk with financial institutions is limited as it
hastemporarycashinvestments,consistingmostlyofdeposits,placedwithvariousqualifiedfinancial
DIANA SHIPPING INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
(Expressed in thousands of U.S. Dollars – except share, per sharedata, unless otherwise stated)
F-39
institutions and performs periodicevaluations of the relativecredit standing of thosefinancial institutions.
The Company limits its credit risk with accounts receivable by performing ongoing credit evaluations of its
customers’financialconditionandbyreceiving paymentsofhireinadvance.TheCompany,generally,
does not require collateralfor its accounts receivableand does not haveany agreements to mitigatecredit
risk.
In2025,2024 and2023 charterersthatindividually accountedfor
10
% ormoreoftheCompany’s time
charter revenues were as follows:
Charterer
2025
2024
2023
Cargill International SA
14%
*
13%
Nippon Yusen Kaisha
15%
11%
*
*Less than 10%
The Company is exposed to interest rate risk on its borrowings with variable interest rates. This exposure
is partly mitigatedthrough fixed-rate indebtednessincluding the Company’s bond(Note 8), an interestrate
swap with DNB (Note 8) and finance liabilities that bear fixed rates (Note9).
Fair value of assets and liabilities
Thecarryingvaluesoffinancialassetsreflectedintheaccompanyingconsolidatedbalancesheet
approximate their fair values due to the short-term nature and high liquidity of these financial instruments.
Cashandcashequivalentsandrestrictedcash areclassifiedasLevel 1 instruments astheyrepresent
liquid assets with short-term maturities. The fairvalue of long-term bank loans withvariable interest rates
approximatestherecordedvalues,astheirinterestratesadjusttomarket-observablerates.These
instrumentsareclassifiedwithinLevel2ofthefairvaluehierarchy.AsofDecember31,2025,the
Company’s lease liabilities had a carrying value of $
114,092
(Note 9) and a fair value of $
109,939
.
Fair value measurements disclosed
As of December 31,2025, the Bondwhich bears afixed interest rateand had acarrying value of$
175,000
(Note 8), had a fair value of $
180,906
determined using Level 1 inputs of the fair value hierarchy.
DIANA SHIPPING INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
(Expressed in thousands of U.S. Dollars – except share, per sharedata, unless otherwise stated)
F-40
Other Fair value measurements
December 31,
2024
Quoted Prices
in Active
Markets
(Level 1)
Significant
Other
Observable
Inputs (Level 2)
Significant
Other
Observable
Inputs (Level 3)
Assets
Recurring fair value measurements
Investments in a related party
4,415
4,235
-
180
Totalrecurring fair value measurements
$
4,415
$
4,235
$
-
$
180
Liabilities
Recurring fair value measurements
Warrant liability
$
1,802
$
1,802
$
-
Interest rate swap, liability
165
-
165
Totalrecurring fair value measurements
$
1,967
$
1,802
$
165
December 31,
2025
Quoted Prices
in Active
Markets
(Level 1)
Significant
Other
Observable
Inputs (Level 2)
Significant
Other
Observable
Inputs (Level 3)
Assets
Recurring fair value measurements
Investments in equity securities
118,194
118,194
-
-
Investments in related party
$
338
$
158
$
-
$
180
Totalrecurring fair value measurements
$
118,532
$
118,352
$
-
$
180
Liabilities
Recurring fair value measurements
Warrant liability
$
1,330
$
1,330
$
-
Interest rate swap, liability
361
-
361
Totalrecurring fair value measurements
$
1,691
$
1,330
$
361
16.Subsequent Events
a)
Series B Preferred Stock Dividends
: On January 15, 2026, the Company paid a quarterlydividend
on its series B preferred stock, amounting to $
0.5546875
per share, or $
1,442
, to its stockholders of
record as of January 14, 2026.
b)
SaleofDSIDrammen andreturnofcapital
:
FollowingthesaleofthevesselDSIDrammenby
Bergen and its delivery to its new owners, Bergendistributed $
3,675
to the Company on January 29,
2026, as return of capital,which reduced the carrying amount of the equity method investment(Note
4).UponcompletionofthevesselsaleandthefullrepaymentofBergen’sloanwithNordea,the
Company’scorporateguaranteeprovidedtoNordeaforBergen’sobligationsundertheloanwas
released (Note 10).
c)
Restricted shareawards:
On February25, 2026, theCompany’s Board ofDirectors approved the
award of
7,750,000
shares of restricted common stock to executive management and non-executive
directors, pursuant tothe Company’s amended plan,as annual bonus.The fair value ofthe restricted
shares based on the closingprice on the date ofthe Board of Directors’ approvalwas $
20,073
. The
DIANA SHIPPING INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
(Expressed in thousands of U.S. Dollars – except share, per sharedata, unless otherwise stated)
F-41
cost of these awardswill be recognizedratably over the restrictedshares vesting period whichwill be
3
and
6
years for
1,850,000
and
5,900,000
shares, respectively.
d)
CommonStockDividend:
OnFebruary 26,2026,theCompanydeclaredacashdividendonits
common stockof $
0.01
pershare, basedon theCompany’s resultsof operationsduring thethree
months ended December31, 2025. The cashdividend is payableon or around March18, 2026, toall
shareholders of record as of March 11,2026.
e)
GencoShippingandTradingLimited:
OnJanuary16,2026,followingGenco’srejectionofthe
Company’sproposal,theCompanyannouncedtheintentiontonominateaslateofindependent
director candidates for election on the Genco board. On March 6, 2026, theCompany increased the
offer to $
23.50
per share in cash.This acquisition proposal would befinanced by a $
1,433,000
fully
committed facilityarranged byDNB Carnegieand Nordea,and withparticipation ofother international
banks.AlsoonMarch6,2026,theCompanyenteredintoadefinitiveagreementwithStarBulk
Carriers Corp., or Star Bulk,to acquire
16
vessels of Genco for $
470,500
in cash upon, and subject
to, the consummation of an acquisition of Genco by the Company.