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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F

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(Mark One)

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ARDMORE SHIPPING CORPORATION

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(Exact name of Registrant as specified in its charter)

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Republic of the Marshall Islands

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(Jurisdiction of incorporation or organization)

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Dorchester House, 7 Church Street, Hamilton, HM11, Bermuda

(Address of principal executive offices)

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Mr. Gernot Ruppelt

Dorchester House, 7 Church Street, Hamilton, HM11, Bermuda

+ 1 441 292-9332

info@ardmoreshipping.com

(Name, Telephone, E-mail and/or Facsimile, and address of Company Contact Person)

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Securities registered or to be registered pursuant to section 12(b) of the Act.

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Securities registered or to be registered pursuant to section 12(g) of the Act.

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NONE

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(Title of class)

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Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

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NONE

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(Title of class)

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Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.

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As of December 31, 2025, there were 40,731,441 shares of common stock outstanding, par value $0.01 per share.

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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

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Yes ☐     No ☒ 

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If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

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Yes ☐     No ☒

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Indicate by check mark whether the registrant (1) has filed all reports required to 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 required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

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Yes ☒     No ☐

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Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be 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 registrant was required to submit such files).

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Yes ☒     No ☐

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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer. See the definitions of “large accelerated filer”, “accelerated filer”, and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

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If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over 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. ☒

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If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

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Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

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Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

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☒   U.S. GAAP

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☐   International Financial Reporting Standards as issued by the international Accounting Standards Board

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☐   Other

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If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow: ☐ Item 17           ☐ Item 18

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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).

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Yes ☐     No ☒

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Table of Contents

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TABLE OF CONTENTS

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FORWARD-LOOKING STATEMENTS

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The Private Securities Litigation Reform Act of 1995 provides safe harbor protections for forward-looking statements in order to encourage companies to provide prospective information about their business. We desire to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and are including this cautionary statement in connection with such safe harbor legislation.

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This annual report on Form 20-F (“Annual Report”) and any other written or oral statements made by us or on our behalf may include forward-looking statements which reflect our current views and assumptions with respect to future events and financial performance and are subject to risks and uncertainties. Forward-looking statements include statements concerning plans, objectives, goals, expectations, projections, strategies, beliefs about future events or performance, and underlying assumptions and other statements, other than statements of historical facts. In some cases, words such as “believe”, “anticipate”, “intends”, “estimate”, “forecast”, “project”, “plan”, “potential”, “will”, “may”, “should”, “expect” and similar expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements.

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Forward-looking statements in this Annual Report include, among others, such matters as:

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Many of these statements are based on our assumptions about factors that are beyond our ability to control or predict and are subject to risks and uncertainties that are described more fully under the “Risk Factors” section of this Annual Report. Any of these factors or a combination of these factors could materially affect our business, results of operations and financial condition and the ultimate accuracy of the forward-looking statements. Factors that might cause future results to differ include, among others, the following:

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You should not place undue reliance on forward-looking statements contained in this Annual Report, because they are statements about events that are not certain to occur as described or at all. All forward-looking statements in this Annual Report are qualified in their entirety by the cautionary statements contained in this Annual Report. These forward-looking statements are not guarantees of our future performance, and actual results and future developments may vary materially from those projected in the forward-looking statements.

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Except to the extent required by applicable law or regulation, we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date of this Annual Report or to reflect the occurrence of unanticipated events.

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PART I

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Item 1. Identity of Directors, Senior Management and Advisors

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Not applicable.

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Item 2. Offer Statistics and Expected Timetable

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Not applicable.

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Item 3. Key Information

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Unless the context otherwise requires, when used in this Annual Report, the terms “Ardmore”, “Ardmore Shipping”, the “Company”, “we”, “our”, and “us” refer to Ardmore Shipping Corporation and our consolidated subsidiaries, except that those terms, when used in this Annual Report in connection with our common shares, shall mean specifically Ardmore Shipping Corporation.

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The financial information included in this Annual Report represents our financial information and the operations of our vessel-owning subsidiaries and wholly owned management company. Unless otherwise indicated, all references to “dollars”, “U.S. dollars” and “$” in this Annual Report are to the lawful currency of the United States. Our consolidated financial statements are prepared in accordance with United States generally accepted accounting principles ("U.S. GAAP"). We use the term deadweight tons, or dwt, expressed in metric tons, each of which is equivalent to 1,000 kilograms, in describing the size of tankers.

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A. Reserved

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Not applicable.

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B. Capitalization and Indebtedness

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Not applicable.

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C. Reasons for the Offer and Use of Proceeds

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Not applicable.

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D. Risk Factors

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Some of the risks summarized below and discussed in greater detail in the following pages relate principally to the industry in which we operate and to our business in general. Other risks relate principally to the securities market and to ownership of our securities. The occurrence of any of the events described in this section could significantly and negatively affect our business, financial condition, operating results, and ability to pay dividends on our shares of common stock, or the trading price of our shares of common stock.

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Risk Factor Summary

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RISKS RELATED TO OUR INDUSTRY

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The tanker industry is cyclical and volatile in terms of charter rates and profitability, which may affect our results of operations.

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The tanker industry is both cyclical and volatile in terms of charter rates and profitability. A prolonged downturn in the tanker industry could adversely affect our ability to charter our vessels or to sell them. In addition, the rates payable in respect of any of our vessels operating in a commercial pool, or any renewal or replacement charters that we enter into, may not be sufficient for us to operate our vessels profitably. Fluctuations in charter rates and tanker values result from changes in the supply and demand for tanker capacity and changes in the supply and demand for oil, oil products, and chemicals. The factors affecting the supply and demand for tankers are outside of our control, and the nature, timing, and degree of changes in industry conditions are unpredictable.

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Factors that influence demand for tanker capacity include:

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Factors that influence the supply of tanker capacity include:

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Historically, the tanker markets have been volatile as a result of a variety of conditions and factors that can affect the price, supply and demand for tanker capacity. Demand for transportation of oil products and chemicals over longer distances was significantly reduced during the last economic downturn. In addition, from 2015 to 2019 high refined product inventory levels, continued supply of new vessels, oil price volatility, and trading levels all contributed to low charter rates in the tanker industry. As of March 6, 2026, five of our vessels were on time charter, and 21 of our vessels, including one chartered-in vessel, were operating in the spot market directly. If charter rates decline, we may be unable to achieve a level of charter hire sufficient for us to operate our vessels profitably or we may have to operate our vessels at a loss.

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Geopolitical tensions also cause volatility in the market. The recent U.S. Israel-Iran conflict has significantly disrupted shipping transits via the Strait of Hormuz, a major oil and gas trade route, and the conflict has widened across the Middle East, increasing security concerns and uncertainty. The conflict in Ukraine has also significantly increased tanker demand and rates by reordering global oil trading patterns, including the rerouting of Russian oil and oil product exports away from Europe and the subsequent backfilling of imports into Europe from other more distant sources. Changes in or resolution of the conflict in Ukraine may lead to a reversal of these trading patterns or other effects that could significantly decrease tanker demand and rates.

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Furthermore, although the Hamas-Israel conflict has not to date had a direct material effect on the tanker industry, since mid-December 2023 Houthi rebels in Yemen have carried out numerous attacks on vessels in the Red Sea. As a result of these attacks, many shipping companies have routed their vessels away from transiting the Red Sea, which has affected trading patterns, rates, and expenses. Although these vessel attacks decreased in the first quarter of 2025, Houthi activity levels remains uncertain given the unpredictable nature of this group.. The U.S. military operation in Venezuela, including the U.S.’ recent seizures of certain sanctioned oil tankers calling on Venezuelan ports, has similarly added uncertainty in that region and caused some tankers to re-route or delay voyages.

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Further escalation or expansion of international hostilities could continue to affect the price of crude oil and the oil industry, the tanker industry, demand for our services, and our business, results of operations, financial condition, and cash flows.

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Political instability, terrorist or other attacks, conflict or international hostilities can affect the tanker industry, which may adversely affect our business.

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We conduct most of our operations outside of the United States, and demand for our services, our business, results of operations, and financial condition may be adversely affected by the effects of political instability, terrorist or other attacks, conflict or international hostilities. The Russia-Ukraine conflict, the Hamas-Israel conflict, and the U.S. Israel-Iran conflict continuing or escalating conflicts in the Middle East, and the presence of the United States and other armed forces in regions of conflict, may lead to further hostilities, world economic instability, uncertainty in global financial markets and may adversely affect demand for our services. In addition, insurers have increased premiums and reduced or restricted coverage for losses caused by terrorist acts generally. Uncertainty in global financial markets could also adversely affect our ability to obtain additional financing on terms acceptable to us or at all. In the past, political instability has also resulted in attacks on vessels, mining of waterways, and other efforts to disrupt international shipping, particularly in the Arabian Gulf region. As a result of the recent conflict in Iran and numerous attacks on vessels in the Red Sea area by Houthi rebels in Yemen, many shipping companies have rerouted their vessels away from transiting the Strait of Hormuz and the Red Sea. This has significantly affected trading patterns, freight rates, and voyage expenses. Acts of terrorism and piracy have also affected vessels trading in regions such as the West of Africa, South China Sea, South-East Asia, the Gulf of Guinea, and the Gulf of Aden, including off the coast of Somalia. The U.S.’s recent seizures of oil tankers off the coast of Venezuela, have caused some vessels to re-route or delay voyages. Any of these occurrences could have a material adverse impact on our business, results of operations, and financial condition.

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Furthermore, following the commencement of the Russia-Ukraine conflict in February 2022, the U.S., several European Union nations, the UK, and other countries imposed sanctions against Russia. The sanctions imposed by the U.S. and other countries against Russia include, among others, restrictions on selling or importing goods, services or technology in or from affected regions, travel bans and asset freezes impacting connected individuals and political, military, business, and financial organizations in Russia, severing large Russian banks from U.S. and/or other financial systems, and barring some Russian enterprises from raising money in the U.S. market. The U.S., EU nations and other countries could impose wider sanctions and take other actions should the conflict further escalate. Any further sanctions imposed, or actions taken by the U.S., EU nations, or other countries, and any retaliatory measures by Russia in response, such as restrictions on oil shipments from Russia, could lead to increased volatility in global oil demand which, could have a material adverse impact on our business, results of operations and financial condition.

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We rely on our information systems to conduct our business, and failure to protect these systems against cyberattacks, viruses and security breaches could adversely affect our business and results of operations. Additionally, if these systems fail or become unavailable for any significant period of time, our business could be harmed.

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The efficient operation of our business, including processing, transmitting and storing electronic and financial information, and aspects of the control and operation of our vessels, is dependent on computer hardware and software systems. Information systems are vulnerable to security breaches and other attacks by computer hackers and cyber terrorists. We rely on what we believe are industry accepted security measures and technology in seeking to secure confidential and proprietary information maintained on our information systems and to protect our assets. However, these measures and technology may not adequately prevent or mitigate the impact of security breaches or cyberattacks. Cyberattacks have increased in number and sophistication in recent years, and such changes likely will accelerate as artificial intelligence is further employed in cyberattacks.

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We may be required to spend significant capital and other resources to further protect us, our information systems, and our assets against threats of security breaches, computer viruses, and cyberattacks, or to alleviate or resolve problems caused by such matters. Security breaches, viruses, and cyberattacks could also harm our reputation and expose us to claims, litigation, and other possible liabilities.

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Any inability to prevent security breaches (including the inability of our third-party vendors, suppliers or counterparties to prevent security breaches) could also cause existing clients to lose confidence in our information systems and harm our reputation, cause losses to us or our customers, damage our brand, and increase our costs. Any vulnerabilities attributable to third-party vendors, suppliers or counterparties relating to artificial intelligence tools or other products or services we may purchase or use might not be identified or discovered by them or by us, and such vulnerabilities could increase our exposure to security breaches and cyber-attacks.In addition, the unavailability of the information systems or the failure of these systems to perform as anticipated for any reason could disrupt our business and could result in decreased performance and increased operating costs. Any significant interruption or failure of our information systems or any significant breach of security could adversely affect our business, results of operations, and financial condition.

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We are subject to certain risks with respect to our counterparties on contracts, and failure of such counterparties to meet their obligations could cause us to suffer losses or otherwise adversely affect our results of operations.

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As part of our operations, we enter into spot and time charter contracts, commercial pool agreements, ship management agreements, credit facilities, and other commercial arrangements. Such agreements and arrangements subject us to counterparty risks. The ability and willingness of each of our counterparties to perform its obligations under a contract with us will depend on a number of factors that are beyond our control and may include, among other things, general economic conditions, the condition of our industries, the overall financial condition of the counterparty, charter rates received for specific types of vessels, and various expenses. In addition, in depressed market conditions, our charterers and customers may no longer need a vessel then under charter or contract or may be able to obtain a comparable vessel at lower rates. As a result, charterers and customers may seek to renegotiate the terms of any existing charter agreements or avoid their obligations under those contracts. Should a counterparty fail to honor its obligations under agreements with us, we could sustain significant losses, which could have a material adverse effect on our business, financial condition, and results of operations.

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The state of global financial markets and economic conditions may adversely impact our ability to obtain additional financing or refinance our existing obligations on acceptable terms, if at all, and otherwise negatively impact our business.

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Global financial markets and economic conditions have been, and continue to be, volatile. In recent years the global economy has faced challenges related in part to inflationary pressures and higher interest rates. In the last economic downturn, operating businesses in the global economy faced tightening credit, weakening demand for goods and services, deteriorating international liquidity conditions, and declining markets. There was a general decline in the willingness of banks and other financial institutions to extend credit, particularly in the shipping industry due to the historically volatile asset values of vessels. As the shipping industry is highly dependent on the availability of credit to finance and expand operations, it was negatively affected by this decline.

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In addition, as a result of concerns about the stability of financial markets generally and the solvency of counterparties specifically, the cost of borrowing funds during the last economic downturn increased as many lenders increased interest rates, enacted tighter lending standards, refused to refinance existing debt on similar terms and, in some cases, ceased to provide funding to borrowers. Due to these factors, additional financing when needed may not be available if needed by us on acceptable terms or at all. If additional financing is not available when needed or is available only on unfavorable terms, we may be unable to meet our obligations as they come due or we may be unable to enhance our existing business, complete additional acquisitions or otherwise take advantage of business opportunities as they arise.

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Our insurance may not be adequate to cover our losses that may result from our operations due to the inherent risks of the tanker industry.

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We carry insurance to protect us against most of the accident-related risks involved in the conduct of our business, including marine hull and machinery insurance, protection and indemnity insurance, which includes pollution risks, crew insurance, and war risk insurance. However, we may not be adequately insured to cover losses from our operational risks, which could have a material adverse effect on us. Additionally, our insurers may refuse to pay particular claims and our insurance may be voidable by the insurers if we take, or fail to take, certain action, such as failing to maintain certification of our vessels with applicable maritime regulatory organizations. Any significant uninsured or under-insured loss or liability could have a material adverse effect on our business, results of operations and financial condition.

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In addition, we may not be able to obtain adequate insurance coverage at reasonable rates in the future during adverse insurance market conditions. Changes in the insurance markets attributable to terrorist attacks may also make certain types of insurance more difficult for us to obtain due to increased premiums or reduced or restricted coverage for losses caused by terrorist acts generally. International conflicts have also caused insurance premiums to increase in recent years.

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Any decrease in spot charter rates in the future or a return of weak spot charter markets may adversely affect our results of operations.

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As of March 6, 2026, 21 of our vessels, including one chartered-in vessel, were operating directly in the spot market. The earnings of these vessels are based on the spot market charter rates of the particular voyage charters. We may employ in the spot charter market additional vessels that we may acquire or charter-in in the future. When we employ a vessel in the spot charter market, we generally intend to employ the vessel in the spot market directly. Although spot chartering is common in the tanker industry, the spot charter market may fluctuate significantly based upon tanker and oil product/chemical supply and demand, and there have been periods when spot rates have declined below the operating cost of vessels. The successful operation of our vessels in the competitive spot charter market, including within commercial pools, depends upon, among other things, spot-charter rates and minimizing, to the extent possible, time spent waiting for charters and time spent traveling unladen to pick up cargo. If spot charter rates decline, we may be unable to operate our vessels trading in the spot market profitably or meet our obligations, including payments on indebtedness or any finance lease obligations. In addition, as charter rates for spot charters are fixed for a single voyage that may last up to several weeks, during periods in which spot charter rates are rising, we will generally experience delays in realizing the benefits from such increases.

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Our ability to enter into any charters in the future on existing vessels or vessels we may acquire, the charter rates payable under any such charters and for employment of our vessels in the spot market and vessel values will depend upon, among other things, economic conditions in the sectors in which our vessels operate at that time, changes in the supply and demand for vessel capacity, and changes in the supply and demand for the seaborne transportation of oil and chemical products.

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Declines in oil prices may adversely affect our growth prospects and results of operations.

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Global crude oil prices fluctuate significantly over time and in response to various events. Any meaningful decrease in oil prices may adversely affect our business, results of operations, our financial condition, and our ability to service our indebtedness and other financial obligations and to pay dividends on shares of our common stock, as a result of, among other things:

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Volatility in the markets in which our vessels trade may result in us having limited liquidity.

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As of December 31, 2025 we had $272.2 million in liquidity available, with cash and cash equivalents of $46.8 million and amounts available and undrawn under our revolving credit facilities of $225.4 million. Our short-term liquidity requirements include the payment of operating expenses, drydocking expenditures, debt servicing costs, operating lease payments, dividends on our shares of common stock, and scheduled repayments of long-term debt, as well as funding our other working capital requirements. Our short-term and spot charters contribute to the volatility of our net operating cash flow, and thus our ability to generate sufficient cash flows to meet our short-term liquidity needs. We expect to manage our near-term liquidity needs from our working capital, together with expected cash flows from operations and availability under credit facilities.

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Our existing long-term debt facilities require, among other things, that we maintain minimum cash and cash equivalents based on the greater of a set amount per number of vessels owned and 5% of outstanding debt.

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The required minimum cash and cash equivalents as of December 31, 2025, was $18.75 million. Should we not meet this financial covenant or other covenants in our debt facilities, whether due to market volatility that reduces our liquidity or other factors, the lenders may declare our obligations under the applicable agreements immediately due and payable, and terminate any further loan commitments, which would significantly affect our short-term liquidity requirements. A default under financing arrangements could also result in foreclosure on any of our vessels and other assets securing the related loans.

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Declines in charter rates and other market deterioration could cause us to incur impairment charges.

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We evaluate the carrying amounts of our vessels to determine if events have occurred that would require an impairment of their carrying amounts. The recoverable amount of vessels is reviewed based on events and changes in circumstances that would indicate that the carrying amount of the assets might not be recovered. The review for potential impairment indicators and projection of future cash flows related to our vessels is complex and requires us to make various estimates, including future charter rates, operating expenses, and drydock costs. Historically, each of these items have been volatile. An impairment charge is recognized if the carrying value is in excess of the estimated undiscounted future cash flows. The impairment loss is measured based on the excess of the carrying amount over the fair market value of the asset. An impairment loss could adversely affect our results of operations.

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Interest rate increases could affect the interest rates under our credit facilities and any other potential future variable-rate financing obligations, which could affect our results of operations.

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As of December 31, 2025, we had $127.0 million in aggregate principal amount of outstanding indebtedness that bears interest based on variable, floating rates. We anticipate that we will enter into additional variable-rate financing obligations in the future, which may include finance lease arrangements. Increases in prevailing interest rates would increase the amounts that we would have to pay to our lenders and any future financing lessors, if the outstanding principal amount were to remain the same, and our net income and cash flows would decrease. Interest rates increased substantially in recent years and remain significantly higher than rates in 2021.

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The market values of our vessels may decrease, which could cause us to breach covenants in our credit facilities or result in impairment charges, and we may incur a loss if we sell vessels following a decline in their market value.

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The market values of tankers have historically experienced high volatility. The market value of our vessels will fluctuate depending on general economic and market conditions affecting the shipping industry and prevailing charter hire rates, competition from other shipping companies, and other modes of transportation, the types, sizes, and ages of vessels, applicable governmental and environmental regulations and the cost of newbuildings.

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If the market value of our fleet declines, we may not be able to obtain other financing on terms that are acceptable to us or at all. A decrease in vessel values could also cause us to breach certain loan-to-value covenants that are contained in our financing arrangements that we may enter into from time to time. If we breach such covenants due to decreased vessel values and we are unable to remedy the relevant breach, our lenders could accelerate our debt and foreclose on vessels in our fleet, which would adversely affect our business, results of operations, and financial condition.

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In addition, if we sell one or more of our vessels at a time when vessel prices have fallen, the sale price may be less than the vessel’s carrying value on our consolidated financial statements, resulting in a loss on sale or an impairment loss being recognized, leading to a reduction in earnings. Also, if vessel values fall significantly, this could indicate a decrease in the estimated undiscounted future cash flows for the vessel, which may result in an impairment adjustment in our financial statements, which could adversely affect our results of operations and financial condition.

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An oversupply of tanker capacity may lead to reductions in charter rates, vessel values, and profitability.

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The market supply of tankers is affected by a number of factors, such as demand for energy resources, oil, petroleum, and chemical products, as well as the level of global and regional economic growth. If the capacity of new ships delivered exceeds the capacity of tankers being scrapped and lost, tanker capacity will increase. The global newbuilding orderbook for MR product tankers was approximately 13.4% of the global MR product tanker fleet and the orderbook for chemical tankers was approximately 20.2% of the global chemical tanker fleet as of December 31, 2025. If the supply of product or chemical tanker capacity increases and if the demand for such respective tanker capacity does not increase correspondingly, charter rates and vessel values could materially decline. A reduction in charter rates and the value of our vessels may have a material adverse effect on our business, results of operations, and financial condition.

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In addition, product tankers currently used to transport crude oil and other “dirty” products may be “cleaned up” and reintroduced into the product tanker market, which would increase the available product tanker tonnage, which may affect the supply and demand balance for product tankers. This could have an adverse effect on our business, results of operations, and financial position.

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Changes in fuel, or bunkers, prices may adversely affect our results of operations.

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Fuel, or bunkers, is a significant expense for our vessels employed in the spot market and can have a significant impact on earnings. For any vessels which may be employed on time charters, the charterer is generally responsible for the cost and supply of fuel; however, such cost may affect the time charter rates we may be able to negotiate for such vessels. Changes in the price of fuel may adversely affect our profitability.

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The price and supply of fuel is unpredictable and fluctuates based on events outside our control, including, among other factors, geopolitical developments, supply and demand for oil and gas, actions by the Organization of Petroleum Exporting Countries (“OPEC”) and other oil and gas producers, conflict and unrest in oil producing countries and regions, regional production patterns, and environmental concerns. In addition, fuel price increases may reduce the profitability and competitiveness of our business versus other forms of transportation, such as truck or rail.

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Changes in the oil, oil products, and chemical markets could result in decreased demand for our vessels and services.

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Demand for our vessels and services in transporting oil, oil products, and chemicals depends upon world and regional oil markets. Any decrease in shipments of oil, oil products, and chemicals in those markets could have a material adverse effect on our business, financial condition, and results of operations.

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Historically, those markets have been volatile as a result of the many conditions and events that affect the price, production and transport of oil, oil products, and chemicals, including competition from alternative energy sources. Past slowdowns of world economies, including that of the U.S., have resulted in reduced consumption of oil and oil products and decreased demand for our vessels and services, which reduced vessel earnings. Additional slowdowns could have similar effects on our results of operations.

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If our vessels suffer damage due to the inherent operational risks of the shipping industry, we may experience unexpected drydocking costs and delays or total loss of our vessels, which may adversely affect our business and financial condition.

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The operation of an ocean-going vessel carries inherent risks. Our vessels and their cargoes will be at risk of being damaged or lost because of events, such as marine disasters, bad weather, business interruptions caused by mechanical failures, grounding, fire, explosions, collisions, human error, conflict, terrorism, piracy, cyberattack, latent defects, “acts of God”, climate change, and other circumstances or events.

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These hazards may result in death or injury to persons, loss of revenues or property, environmental damage, higher insurance rates, damage to customer relationships, market disruptions, delays, or rerouting. In addition, the operation of tankers has unique operational risks associated with the transportation of oil and chemical products.

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An oil or chemical spill may cause significant environmental damage and the associated costs could exceed the insurance coverage available to us. Compared to other types of vessels, tankers are exposed to a higher risk of damage and loss by fire, whether ignited by a terrorist attack, collision or other causes, due to the high flammability and high volume of the oil or chemicals transported in tankers.

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If our vessels suffer damage, they may need to be repaired at a drydocking facility. The costs of these repairs are unpredictable and may be substantial. We may have to pay drydocking costs if our insurance does not cover them in full. The loss of revenues while these vessels are being repaired and repositioned, as well as the actual cost of these repairs, may adversely affect our business, results of operations, and financial condition. In addition, space at drydocking facilities is sometimes limited and not all drydocking facilities are conveniently located. We may be unable to find space at a suitable drydocking facility or our vessels may be forced to travel to a drydocking facility that is not conveniently located to our vessels’ positions. The loss of earnings while such vessels wait for space or travel or are towed to more distant drydocking facilities may be significant. The total loss of any of our vessels could harm our reputation as a safe and reliable vessel owner and operator. If we are unable to adequately maintain or safeguard our vessels, we may be unable to prevent any such damage, costs or loss, which could adversely affect our business, results of operations, and financial condition.

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We operate our vessels worldwide and, as a result, our vessels are exposed to international risks which may reduce revenue or increase expenses.

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Changing economic, regulatory and political conditions in some countries, including political and military conflicts, have from time to time resulted in attacks on vessels, mining of waterways, piracy, terrorism, labor strikes, and boycotts.

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These sorts of events, as well as the emergence of epidemics or pandemics, could interfere with shipping routes and result in market disruptions, which may reduce our revenue and increase our expenses. Our worldwide operations also expose us to the risk that an increase in restrictions on global trade will harm our business. The rise of populist or nationalist political parties and leaders in the United States, Europe, and elsewhere may lead to increased trade barriers, trade protectionism and restrictions on trade. The adoption of trade barriers and imposition of tariffs by governments may reduce global shipping demand and reduce our revenue.

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In addition, international shipping is subject to various security and customs inspection and related procedures in countries of origin and destination and transshipment points. Inspection procedures can result in the seizure of the cargo or vessels, delays in the loading, offloading or delivery and the levying of customs duties, fines or other penalties against vessel owners. It is possible that changes to inspection procedures could impose additional financial and legal obligations on us.

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In addition, changes to inspection procedures could also impose additional costs and obligations on our customers and may, in certain cases, render the shipment of certain types of cargo uneconomical or impractical. Any such changes or developments may have a material adverse effect on our business, results of operations, and financial condition.

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Acts of piracy on ocean-going vessels could adversely affect our business.

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Acts of piracy have historically affected ocean-going vessels trading in regions of the world. Sea piracy incidents continue to occur, particularly in the South China Sea, the Strait of Malacca, the Indian Ocean, the Arabian Sea, off the coast of West Africa, the Red Sea, the Gulf of Aden, the Gulf of Guinea, Venezuela, and in certain areas of the Middle East, with tankers particularly vulnerable to such attacks. If piracy or other attacks on vessels result in the characterization of regions in which our vessels are deployed as “war risk” zones or Joint War Committee “war and strikes” listed areas by insurers, premiums payable for such coverage could increase significantly and such insurance coverage may be more difficult to obtain. In addition, crew costs, including costs which may be incurred to the extent we employ onboard security guards, could increase in such circumstances. We may not be adequately insured to cover losses from these incidents, which could have a material adverse effect on us.

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In addition, detention or hijacking as a result of an act of piracy or other attacks against our vessels, or an increase in cost, or unavailability of insurance for our vessels, could have a material adverse impact on our business, results of operations, and financial condition and may result in loss of revenues, increased costs, and decreased cash flows to our customers, which could impair their ability to make payments to us under our charters.

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If our vessels call on ports located in countries or territories that are subject to trading restrictions imposed by the United States, the European Union, the United Kingdom or other jurisdictions, our reputation and the market for our securities could be adversely affected.

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Although no vessels owned or operated by us have, during the effect of such sanctions or embargoes, called on ports located in countries or territories subject to country-wide or territory-wide sanctions and embargoes imposed by the U.S. government, the European Union, the United Kingdom or other authorities, in the future chaterers may direct our vessels to call on ports in these countries or territories in violation of contractual provisions that prohibit them from doing so.

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Use of our vessels by charterers in a manner that violates sanctions osuch as these may result in fines, penalties or other sanctions imposed against us. Sanctions and embargo laws and regulations vary in their application, as they do not all apply to the same covered persons or proscribe the same activities, and such sanctions and embargo laws and regulations may be amended over time. Additionally, certain sanctions exist under a strict liability regime. This means that for a party to be liable under the sanctions, it is not a requirement that the party knew they were violating sanctions or that they intended to violate sanctions. We could be subject to monetary fines, civil or commercial penalties or other sanctions for violating applicable sanctions or embargo laws even in circumstances where our conduct or the conduct of one of our charterers was inconsistent with our sanctions-related policies, unintentional, or inadvertent.

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Although we believe that we have been in compliance with all applicable sanctions and embargo laws and regulations, and intend to maintain such compliance, there can be no assurance that we will be in compliance in the future, particularly as the scope of certain laws may be unclear and may be subject to changing interpretations. Any such violation could result in fines, penalties or other sanctions that could severely impact the market for our common shares, our ability to access U.S. capital markets and conduct our business and could result in some investors deciding, or being required, to divest their interest, or not to invest, in us.

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Our charterers may violate applicable sanctions and embargo laws and regulations as a result of actions that do not involve us or our vessels and those violations could in turn negatively affect our reputation or the ability of our charterers to meet their obligations to us or result in fines, penalties or sanctions.

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The smuggling of drugs or other contraband onto our vessels may lead to governmental claims against us.

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We expect that our vessels will call on ports where smugglers may attempt to hide drugs and other contraband on vessels, with or without the knowledge of crew members. To the extent our vessels are found with contraband, whether inside or attached to the hull of our vessel and whether with or without the knowledge of any of our crew, we may face governmental or other regulatory claims which could have an adverse effect on our business, results of operations, and financial condition.

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Failure to comply with the U.S. Foreign Corrupt Practices Act and other anti-corruption laws could result in fines, criminal penalties and an adverse effect on our business.

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We may operate in a number of countries throughout the world, including countries known to have a reputation for corruption. We are committed to doing business in accordance with applicable anti-corruption laws and have adopted a code of conduct and ethics consistent with the U.S. Foreign Corrupt Practices Act of 1977 (the “FCPA”) and other anti-bribery legislation. We are subject, however, to the risk that we, our affiliated entities or our or their respective officers, directors, employees and agents may take actions determined to be in violation of such anti-corruption laws, including the FCPA. Any such violation could result in substantial fines, sanctions, civil and/or criminal penalties, curtailment of operations in certain jurisdictions, and might adversely affect our business, results of operations, or financial condition. In addition, actual or alleged violations could damage our reputation and ability to do business. Furthermore, detecting, investigating, and resolving actual or alleged violations is expensive and can consume significant time and attention of our senior management. Though we have implemented monitoring procedures and required policies, guidelines, contractual terms and audits, these measures may not prevent or detect failures by our agents or intermediaries regarding compliance.

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Developments in safety and environmental requirements relating to the recycling of vessels may result in escalated and unexpected costs.

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The 2009 Hong Kong International Convention for the Safe and Environmentally Sound Recycling of Ships (the “Hong Kong Convention”) aims to ensure that when vessels are being recycled, they do not pose unnecessary risks to the environment, human health, or safety. The Hong Kong Convention entered into force on June 26, 2025. Under the Hong Kong Convention, each vessel sent for recycling must carry an inventory of its hazardous materials, authorized recycling facilities must provide a vessel-specific recycling plan, and governments must ensure the compliance of recycling facilities in their jurisdiction. Vessels must confirm their inventory of hazardous materials initially, throughout their lives and prior to being recycled.

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In 2013, the Ship Recycling Regulation was adopted in the EU. The regulation, which is aligned with the Hong Kong Convention, requires EU member state-flagged vessels to use only EU-permitted recycling facilities. Under this regulation, vessels calling at EU ports or flying an EU flag must maintain an inventory of hazardous materials. This system identifies and tracks hazardous materials exceeding certain thresholds in the vessel’s structure and equipment.

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Although we have not recycled vessels before, these regulations may affect our future business and operations. We may also need additional contractual provisions when selling older vessels to ensure the buyer complies with the relevant regulations. Increasing requirements under the EU Ship Recycling Regulation and the Hong Kong Convention could raise costs at shipyards, repair yards, and recycling yards. Such costs might reduce a vessel’s residual recycling value, potentially failing to cover compliance costs and adversely affecting our future performance, results of operations, cash flows, and financial position.

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Maritime claimants could arrest our vessels, which would have a negative effect on our business and results of operations.

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Crew members, suppliers of goods and services to a vessel, shippers of cargo and other parties may be entitled to a maritime lien against a vessel for unsatisfied debts, claims, or damages. In many jurisdictions, a maritime lien holder may enforce its lien by arresting or attaching a vessel through foreclosure proceedings. The arrest or attachment of one or more of our vessels could interrupt our business or require us to pay significant amounts to have the arrest lifted.

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In addition, in some jurisdictions, such as South Africa, under the “sister ship” theory of liability, a claimant may arrest both the vessel that is subject to the claimant’s maritime lien and any “associated” vessel, which is any vessel owned or controlled by the same owner. Claimants could try to assert “sister ship” liability against one vessel in our fleet for claims relating to another of our vessels.

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Governments could requisition our vessels during a period of conflict or emergency, which may adversely affect our business and results of operations.

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A government could requisition for title or seize our vessels. Requisition for title occurs when a government takes control of a vessel and becomes the owner. Also, a government could requisition our vessels for hire. Requisition for hire occurs when a government takes control of a vessel and effectively becomes the charterer at dictated charter rates. Generally, requisitions occur during a period of conflict or emergency. Government requisition of one or more of our vessels could adversely affect our business, results of operations, and financial condition.

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Increased demand for and supply of vessels fitted with exhaust gas scrubbers to comply with the International Maritime Organization (“IMO”) sulfur reduction requirements could reduce demand for the portion of our fleet not equipped with scrubbers and expose us to lower vessel utilization and decreased charter rates.

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As of March 6, 2026, owners of approximately 24.4% of the worldwide fleet of tankers with capacity over 10,000 dwt had fitted or planned to fit scrubbers on their vessels. Fitting scrubbers allows a vessel to consume high sulfur fuel oil, which is less expensive than the low sulfur fuel oil that vessels without scrubbers must consume to comply with the IMO 2020 low sulfur emission requirements. Generally, owners of vessels with higher operating fuel requirements - generally larger vessels - are more inclined to install scrubbers to comply with IMO 2020. As of March 6, 2026, a total of 14 of our owned fleet of 25 vessels are equipped with scrubbers. Fuel expense reductions from operating scrubber-fitted ships could result in a substantial reduction of bunker cost for charterers compared to vessels in our fleet which do not have scrubbers. If (a) the supply of scrubber-fitted vessels in the worldwide fleet increases, (b) the differential between the cost of high-sulfur fuel oil (“HSFO”) and low-sulfur fuels such as very-low-sulfur fuel oil (“VLSFO”) and marine gas oil (“MGO”) oil is high and (c) charterers prefer such vessels over our vessels to the extent they do not have scrubbers, demand for our vessels without operational scrubbers may be reduced and our ability to re-charter such vessels at competitive rates may be impaired, which may have a material adverse effect on our business, operating results, and financial condition.

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Technological innovation could reduce our charter hire income and the value of our vessels.

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The charter hire rates and the value and operational life of a vessel are determined by a number of factors, including the vessel’s efficiency, operational flexibility, and physical life. Efficiency includes speed, fuel economy and the ability to load and discharge cargo quickly. Flexibility includes the ability to enter various harbors and ports, utilize related docking facilities and pass through canals and straits. The length of a vessel’s physical life is related to its original design and construction, its maintenance and the impact of the stress of operations.

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If new tankers are built that are more efficient or more flexible or have longer physical lives than our vessels, competition from these more technologically advanced vessels could adversely affect the amount of charter hire payments, if any, we receive for our vessels and the resale value of our vessels could significantly decrease. As a result, our business, results of operations, and financial condition could be adversely affected.

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Public health threats, including pandemics, epidemics and other public health crises, could have an adverse effect on our operations and financial results.

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Public health threats and highly communicable diseases could adversely affect our operations, the operations of our customers or suppliers and the global economy. In response to a pandemic or epidemic, many countries, ports and organizations, including those where we conduct a large part of our operations, may implement measures to combat such outbreaks, such as quarantines and travel restrictions. Such measures could cause severe trade disruptions. In addition, pandemics, epidemics, and other public health crises may result in a significant decline in global demand for refined oil products. As our business is the transportation of refined oil products on behalf of oil majors, oil traders, and other customers, any significant decrease in demand for the cargo we transport has and could continue to adversely affect demand for our vessels and services. The extent to which any pandemic, epidemic, or any other public health crises may impact our business, results of operations, and financial condition, including possible impairments, will depend on future developments, which are uncertain and cannot be predicted.

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If labor or other interruptions are not resolved in a timely manner, they could have a material adverse effect on our business.

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We, indirectly through our technical manager, employ masters, officers, and crews to operate our vessels, exposing us to the risk that industrial actions or other labor unrest may occur. A significant portion of the seafarers that crew our vessels are employed under collective bargaining agreements. We may suffer labor disruptions if relationships deteriorate with the seafarers or the unions that represent them. The collective bargaining agreements may not prevent labor disruptions, particularly when the agreements are being renegotiated. If not resolved in a timely and cost-effective manner, industrial action or other labor unrest could prevent or hinder our operations from being carried out as we expect and could have a material adverse effect on our business, results of operations, and financial condition.

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We may not be able to hire or retain qualified seafarers to crew our vessels, which may have an adverse effect on our business and operating results.

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The shipping industry continues to forecast a shortfall in qualified seafarers, which reflects both the importance of improving seafarer attraction and retention generally in the industry as well as the increasing competition and wages for qualified seafarers among shipping companies. If we are unable to hire, retain and crew our vessels with qualified seafarers, our business and operating results could be adversely affected.

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RISKS RELATED TO OUR BUSINESS

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We will be required to make substantial capital expenditures to expand the number of vessels in our fleet and to maintain all our vessels, which will depend on our ability to obtain additional financing.

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Our business strategy is based in part upon the expansion of our fleet through the purchase and ordering of additional vessels or businesses. We will be required to make substantial capital expenditures to expand the size of our fleet. We also have incurred significant capital expenditures in previous years to upgrade secondhand vessels we have acquired and may be required to make additional capital expenditures in order to comply with existing and future regulatory obligations.

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In addition, we will incur significant maintenance and capital costs for our current fleet and any additional vessels we acquire. A newbuilding vessel must be drydocked within five years of its delivery from a shipyard and vessels are typically drydocked every 30 to 60 months thereafter depending on the vessel, not including any unexpected repairs. We estimate the cost to drydock a vessel is between $1.3 million and $1.8 million, depending on the size and condition of the vessel and the location of drydocking relative to the location of the vessel.

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We may be required to incur additional debt or raise capital through the sale or issuance of debt or equity securities to fund the purchasing of vessels or businesses or for drydocking costs from time to time. However, we may be unable to access the required financing if conditions change and we may be unsuccessful in obtaining financing for future fleet growth. Our ability to obtain bank financing or to access the capital markets for future offerings may be limited by our financial condition at the time of any such financing or offering as well as by adverse market conditions resulting from, among other things, general economic conditions and contingencies and uncertainties that are beyond our control. If we finance our expenditures by incurring additional debt, our financial leverage could increase. If we finance our expenditures by issuing equity securities, our shareholders’ ownership interest in us could be diluted.

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We may be unable to take advantage of favorable opportunities in the spot market to the extent any of our vessels are employed on medium to long-term time charters.

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As of March 6, 2026, five of our vessels were employed under fixed-rate time-charter agreements. To the extent our vessels are subject to medium or long-term time charters at any time, the vessels committed to such time charters may not be available for spot charters during periods of increasing charter hire rates, when spot charters might be more profitable.

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If we do not identify suitable assets or companies for acquisition or successfully integrate any acquired assets or companies, we may not be able to grow or effectively manage our growth.

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One of our principal strategies is to continue expanding our operations and our fleet. Our future growth will depend upon a number of factors, some of which may not be within our control. These factors include our ability to:

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Our failure to effectively identify, purchase, develop, and integrate any assets or businesses could adversely affect our business, financial condition, and results of operations. The number of employees that perform services for us and our current operating and financial systems and expertise may not be adequate as we implement our plan to expand the size of our fleet or enter new markets and we may not be able to effectively hire more employees, adequately improve those systems, or develop that expertise. In addition, acquisitions may require additional equity issuances (which may dilute our shareholders' ownership interest in us) or the incurrence of additional debt (which may increase our financial leverage and debt service costs or impose more restrictive covenants). If we are unable to successfully accommodate any growth, our business, results of operations, and financial condition may be adversely affected.

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Growing any business by acquisition presents numerous risks such as undisclosed liabilities and obligations, difficulty in obtaining additional qualified personnel, managing relationships with customers and suppliers, and integrating newly acquired assets and operations into existing infrastructures. The expansion of our fleet and business may impose significant additional responsibilities on our management and staff, and the management and staff of our technical manager, and may necessitate that we, and they, increase the number of personnel to support such expansion. We may not be successful in executing our growth plans and we may incur significant expenses and losses in connection with such growth plans.

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Our ability to grow may be adversely affected by our dividend policy.

Our current dividend policy is to pay a variable quarterly dividend on shares of our common stock equal to one-third of the prior quarter’s Adjusted Earnings (which is a non-GAAP measure that represents our earnings per share for the quarter reported under U.S. GAAP adjusted for gain or loss on sale of vessels, write-off of deferred finance fees, and solely for the purposes of dividend calculations, the impact of unrealized gains / (losses) and certain non-recurring items). Accordingly, our growth may not be as fast as businesses that reinvest their cash to expand ongoing operations.

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We believe that we will generally finance any maintenance and expansion capital expenditures from cash balances or external financing sources (including borrowings under credit facilities and potential debt or equity issuances). To the extent we do not have sufficient cash reserves or are unable to obtain financing for these purposes, our dividend policy may impair our ability to meet our financial needs or to grow.

Delays in deliveries of vessels we may purchase or order, our decision to cancel an order for purchase of a vessel or our inability to otherwise complete the acquisitions of additional vessels for our fleet, could harm our results of operations.

The delivery of any such vessels could be delayed, not completed, or cancelled, which would delay or eliminate our expected receipt of revenues from the employment of these vessels. The seller could fail to deliver these vessels to us as agreed, or we could cancel a purchase contract because the seller has not met its obligations. The delivery of any vessels we may propose to acquire could be delayed because of, among other things, hostilities or political disturbances, non-performance of the purchase agreement with respect to the vessels by the seller, our inability to obtain requisite permits, approvals or financings or damage to or destruction of vessels while being operated by the seller prior to the delivery date.

If the delivery of any vessel is materially delayed or cancelled, especially if we have committed the vessel to a charter under which we become responsible for substantial liquidated damages to the customer as a result of the delay or cancellation, our business, financial condition, and results of operations could be adversely affected.

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The delivery of vessels we may purchase or sell could be delayed because of, among other things:

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Delays in the delivery of and installation of new vessel equipment could result in significant vessel down-time and have adverse impacts on our results of operations.

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Fleet renewal and expansion may include the purchase or ordering of additional vessels. In order to maximize fleet performance and efficiency, we plan to invest from time to time in new technologies to be installed on our fleet. However, the delivery and installation of any new equipment depends on a number of factors, some of which are within our control, such as the location of the vessels on a given date, and other factors which are outside of our control, such as the delivery due date, the availability of qualified personnel to install new equipment, and potential bottlenecks in the supply chain. Depending on the type of new equipment to be installed, we may need to co-ordinate delivery and installation in line with vessel drydockings. Any delays in the delivery or installation of new equipment could result in an increase in the number of drydock days and adversely impact our results of operations.

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We may not realize all of the anticipated benefits of our investment in scrubbers.

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We have retrofitted 13 of our vessels with exhaust gas cleaning systems, or scrubbers, and we may install additional scrubbers in the future. The scrubbers are intended to enable our ships to use high sulfur fuel oil, which is less expensive than low sulfur fuel oil, in certain parts of the world. The total estimated investment for these systems, including estimated installation costs, is approximately $2.0 million per vessel.

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There is a risk that some or all of the expected benefits of our investment in scrubbers may fail to materialize. The realization of such benefits may be affected by a number of factors, many of which are beyond our control, including, among others, the pricing differential between the cost of HSFO and low-sulfur fuels such as VLSFO and MGO is high, and the impact of changes in the laws and regulations regulating the discharge and disposal of wash water. Failure to realize the anticipated benefits of our investment in scrubbers could have a material adverse impact on our business, results of operations, and financial condition.

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The timing of drydockings during peak market conditions could adversely affect the level of our profitability.

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We periodically drydock each of our vessels for inspection, repairs and maintenance, and any modifications to comply with industry certification or governmental requirements. Generally, each vessel is drydocked every 30 months to 60 months. Depending on the type of drydocking required, a vessel will incur a number of days of downtime where it will not be in service. During times of favorable market conditions, any increase in the number of required drydockings in a given timeframe and the lost revenue days arising from this downtime could result in a material loss of earnings.

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If we purchase and operate second-hand vessels, we will be exposed to increased operating costs that could adversely affect our earnings and, as our fleet ages, the risks associated with older vessels could adversely affect our ability to obtain profitable charters.

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Our business strategy includes additional growth through the acquisition of new and second-hand vessels. While we typically inspect second-hand vessels prior to purchase, this does not provide us with the same knowledge about their condition that we would have had if these vessels had been built for and operated exclusively by us. Generally, we do not receive the benefit of warranties from the builders of the second-hand vessels that we acquire. These factors could increase the ultimate cost of any second-hand vessel acquisitions by us.

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In general, the costs to maintain a vessel in good operating condition increase with the age of the vessel. Older vessels are typically less fuel-efficient than more recently constructed vessels due to improvements in engine technology. Cargo insurance rates increase with the age of a vessel, making older vessels less desirable to charterers. Governmental regulations, safety or other equipment standards related to the age of vessels may require expenditures for alterations or the addition of new equipment, to our vessels and may restrict the type of activities in which the vessels may engage. As our vessels age, market conditions may not justify those expenditures or enable us to operate our vessels profitably during the remainder of their useful lives.

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An increase in operating, voyage, or other expenses due to increased inflation or otherwise may decrease our earnings and cash flows.

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As of March 6, 2026, five of our vessels were employed under fixed rate time charter agreements. For all vessels operating under time charters, the charterer is primarily responsible for voyage expenses and we are responsible for the vessel operating expenses. Under spot chartering arrangements, we will be responsible for all costs associated with operating the vessel, including operating expenses, voyage expenses, bunkers, port, and canal costs.

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Our vessel operating expenses, which include the costs of crew, provisions, deck and engine stores, insurance and maintenance, repairs and spares, and our voyage expenses, which include, among other things, the costs of bunkers, port, and canal costs, depend on a variety of factors, many of which are beyond our control, such as competition for crew and inflation. If our vessels suffer damage, they may need to be repaired at a drydocking facility. The costs of drydocking repairs are unpredictable and can be substantial. Inflation has increased significantly on a worldwide basis since mid-2021. Inflation has increased our vessel operating expenses, voyage expenses, and certain other expenses.

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To the extent our charter rates do not cover increased vessel operating expenses or voyage expenses for which we are responsible, or if other costs and expenses increase, our earnings and cash flow will decrease.

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We may be unsuccessful in competing in the highly competitive international tanker market, which would adversely affect our results of operations and financial condition and our ability to expand our business.

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The operation of tankers and the transportation of petroleum and chemical products is extremely competitive, and our industry is capital intensive and highly fragmented. Competition arises primarily from other tanker owners, including major oil companies as well as independent tanker companies, some of which have substantially greater resources than we do.

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Competition for the transportation of oil products and chemicals can be intense and depends on price, location, vessel size, age, condition, and the acceptability of the tanker and its operators to the charterers. We may be unable to compete effectively with other tanker owners, including major oil companies and independent tanker companies.

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Our market share may decrease in the future. We may not be able to compete profitably to the extent we seek to expand our business into new geographic regions or provide new services. New markets may require different skills, knowledge, or strategies than those we use in our current markets, and the competitors in those new markets may have greater financial strength and capital resources than we do.

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The loss of any key customer could result in a significant loss of revenues and cash flow.

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If we lose a key customer or if a customer exercises its right under some charters to terminate the charter, we may be unable to enter into an adequate replacement charter for the applicable vessel or vessels. The loss of any of our significant customers or a reduction in revenues from them could have a material adverse effect on our business, results of operations, cash flows, and financial condition.

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Charterers may terminate or default on their charters, which could adversely affect our business, results of operations, and cash flow.

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Any charters may terminate earlier than their scheduled expirations. The terms of any existing or future charters may vary as to which events or occurrences will cause a charter to terminate or give the charterer the option to terminate the charter, but these may include: a total or constructive loss of the relevant vessel, or the failure of the relevant vessel to meet specified performance criteria. In addition, the ability of each of our charterers to perform its obligations under a charter will depend on a number of factors that are beyond our control. These factors may include general economic conditions, the condition of the tanker industry, the charter rates received for specific types of vessels and various operating expenses. The costs and delays associated with the default by a charterer under a charter of a vessel may be considerable and may adversely affect our business, results of operations, cash flows and financial condition.

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To the extent we enter into time charters for our vessels, we cannot predict whether any charterers may, upon the expiration of their charters, re-charter our vessels on favorable terms or at all. If our charterers are unable or decide not to re-charter our vessels, we may not be able to re-charter them on terms similar to our current charters or at all. In addition, the ability and willingness of each of our counterparties to perform its obligations under a time charter agreement with us will depend on a number of factors that are beyond our control and may include, among other things, general economic conditions, the condition of the tanker shipping industry, and the overall financial condition of the counterparties.

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Charterers are sensitive to the commodity markets and may be impacted by market forces affecting commodities. In depressed market conditions, charterers may seek to renegotiate their charters or may default on their obligations under charters.

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If a counterparty fails to honor its obligations under agreements with us, it may be difficult for us to secure substitute employment for such vessel, and any new charter arrangements we secure in the spot market or on time charters may be at lower rates. Any failure by our charterers to meet their obligations to us or any renegotiation of our charter agreements could have a material adverse effect on our business, financial condition, and results of operations.

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Our debt levels and other financial obligations may limit our ability or flexibility in obtaining additional financing and pursuing other business opportunities.

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As of December 31, 2025, we had $127.0 million in aggregate principal amount of outstanding indebtedness and we had no finance lease obligations. In the future we may enter into new debt arrangements, issue debt securities or incur new finance lease obligations or assume debt as part of acquisitions. Higher levels of debt and any additional financial obligations we may incur could have important consequences to us, including the following:

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In addition, the actual or perceived credit quality of our charterers, and any defaults by them, may materially affect our ability to obtain the additional capital resources that we will require for additional investments or may significantly increase our costs of obtaining such capital.

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Our inability to obtain additional financing at all or the availability of financing at a higher than anticipated cost may materially affect our results of operations and our ability to implement our business strategy.

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Servicing our current or future indebtedness and other financial obligations limits funds available for other purposes and if we cannot service our debt, we may lose our vessels.

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Borrowing under our existing credit facilities typically requires us to dedicate a part of our cash flow from operations to servicing these facilities, and we intend to incur additional debt in the future. We may also incur finance lease obligations in the future. Payments on our indebtedness and any other financial obligations we incur will limit funds available for working capital, capital expenditures, and other purposes.

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Our ability to service our debt and any other financial obligations we incur from time to time will depend upon, among other things, our financial and operating performance, which will be affected by prevailing economic and industry conditions and financial, business, regulatory, and other factors, some of which are beyond our control. If our results of operations and cash reserves are not sufficient to service our current or future indebtedness and any other financial obligations we incur, we may be forced to:

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We may be unable to effect any of these remedies, if necessary, on satisfactory terms, and these remedies may not be sufficient to allow us to meet our debt obligations or any other financial obligations we incur from time to time.

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If we are unable to meet our debt or other financial obligations or if some other default occurs under our credit facilities or any other financial arrangements, our lenders could elect to declare our debt, together with accrued interest and fees, to be immediately due and payable and proceed against the collateral vessels securing that debt or, to the extent applicable, our lessors could terminate our rights under any finance leases.

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We are a holding company and depend on the ability of our subsidiaries to distribute funds to us in order to satisfy our financial obligations and to make dividend payments.

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We are a holding company and our subsidiaries, which are all directly and indirectly wholly owned by us, conduct our operations and own all of our operating assets. As a result, our ability to satisfy our financial obligations and to pay dividends to our shareholders depends on the ability of our subsidiaries to generate profits available for distribution to us and, to the extent that they are unable to generate profits, we will be unable to pay our creditors or distribute dividends to our shareholders.

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Our credit facilities contain restrictive covenants, which among other things, limit the amount of cash we may use for other corporate activities, which could negatively affect our growth and cause our financial performance to suffer.

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Our credit facilities impose operating and financial restrictions on us. These restrictions may limit our ability, or the ability of our subsidiaries to, among other things:

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Certain of our credit facilities require us to maintain specified financial ratios and satisfy financial covenants. These financial ratios and covenants require us, among other things, to maintain minimum solvency, cash and cash equivalents, corporate net worth, working capital, loan-to-value levels and to avoid exceeding corporate leverage maximum. Any finance leases or other financial arrangements that we enter into from time to time may also impose similar or additional financial or restrictive covenants.

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As a result of these restrictions, we may need to seek consent from our lenders in order to engage in some corporate actions. Our lenders’ interests may be different from ours and we may not be able to obtain consent when needed. This may limit our ability to finance our future operations or capital requirements, make acquisitions, or pursue business opportunities. Our ability to comply with covenants and restrictions contained in debt instruments or other financial arrangements may be affected by events beyond our control, including prevailing economic, financial, and industry conditions. If market or other economic conditions deteriorate, we may fail to comply with these covenants. If we breach any of the restrictions, covenants, ratios or tests in our financing agreements, our obligations may become immediately due and payable, we could be subject to increased rates or fees, and the lenders’ commitment under our credit facilities, if any, to make further loans may terminate. A default under financing agreements or any future finance lease arrangements could also result in foreclosure on any of our vessels and other assets securing related loans or a loss of our rights as a lessee under the applicable finance leases.

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If we fail to maintain an effective system of internal controls over financial reporting, we may not be able to accurately report our financial results or prevent fraud. As a result, shareholders could lose confidence in our financial and other public reporting, which would harm our business and the trading price of our common stock.

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Effective internal controls over financial reporting are necessary for us to provide reliable financial reports and, together with adequate disclosure controls and procedures, are designed to prevent fraud.

Any failure to implement required new or improved controls, or difficulties encountered in their implementation, could cause us to fail to meet our reporting obligations. In addition, any testing we conduct in connection with Section 404 of the Sarbanes-Oxley Act of 2002, or any testing conducted by our independent registered public accounting firm, may reveal deficiencies in our internal controls over financial reporting that are deemed to be material weaknesses or that may require prospective or retroactive changes to our financial statements or identify other areas for further attention or improvement. Ineffective internal controls could also cause investors to lose confidence in our reported financial information, limit our ability to access capital markets, or require us to incur additional costs to improve our internal control and disclosure control systems and procedures, which could harm our business and have a negative effect on the trading price of our securities.

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Because we obtain some of our insurance through protection and indemnity associations, we may be required to make additional premium payments.

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We receive insurance coverage for tort liability, including pollution-related liability, from protection and indemnity associations. We may be subject to increased premium payments, or calls, in amounts based on our claim records, the claim records of our manager, as well as the claim records of other members of the protection and indemnity associations. In recent years, the shipping industry has been experiencing significant increases in premiums for coverage by protection and indemnity associations.

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In addition, our protection and indemnity associations may not have enough resources to cover claims made against them and be required to make calls of their members. Our payment of these calls could result in significant expense to us, which could have a material adverse effect on our business, results of operations, and financial condition.

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LEGAL AND REGULATORY RISKS

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We are subject to complex laws and regulations, including environmental laws and regulations, which can adversely affect our business, results of operations, and financial condition.

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Our operations are subject to numerous laws and regulations in the form of international conventions and treaties, national, state and local laws, and national and international regulations in force in the jurisdictions in which our vessels operate or are registered, which can significantly affect the ownership and operation of our vessels and business. Cost of compliance with such laws and regulations may be significant and, where applicable, may require installation of costly equipment or operational changes and may affect the resale value or useful lives of our vessels. Compliance with existing and future regulatory obligations may include costs relating to, among other things: air emissions including greenhouse gases; the management of ballast and bilge waters; maintenance and inspection; elimination of tin-based paint; development and implementation of emergency procedures; Eco-mod upgrades of secondhand vessels; and insurance coverage, or other financial assurance of our ability to address pollution incidents. Environmental or other incidents may result in additional regulatory initiatives or statutes or changes to existing laws that may affect our operations or require us to incur additional expenses to comply with such regulatory initiatives, statutes or laws. These costs could have a material adverse effect on our business, results of operations, and financial condition.

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A failure to comply with applicable laws and regulations may, among other things, result in administrative and civil penalties, criminal sanctions, or the suspension or termination of operations. Environmental laws often impose strict, joint and several liability for remediation of spills and releases of oil and hazardous substances, which could subject us to liability without regard to whether we were negligent or at fault. Under the U.S. Oil Pollution Act of 1990, for example, owners, operators, and bareboat charterers are jointly, severally, and strictly liable for the discharge of oil in U.S. waters, including the 200-nautical mile exclusive economic zone around the United States.

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An oil spill could also result in significant liability, including fines, penalties, criminal liability, remediation costs, and natural resource damages under international and U.S. federal, state, local and foreign laws, as well as third-party damages, and could harm our reputation with current or potential charterers of our tankers. We are required to satisfy insurance and financial responsibility requirements for potential spills of oil (including marine fuel) and other pollution incidents. Although we have arranged insurance to cover certain environmental risks, there can be no assurance that such insurance will be sufficient to cover all such risks or that any claims will not have a material adverse effect on our business, results of operations, and financial condition.

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An increase in trade protectionism and the decrease of multilateral trade agreements could have a material adverse impact on our results of operations, financial condition, and cash flows.

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Recently, government leaders have declared that their countries may turn to trade barriers to protect or revive their domestic industries in the face of foreign imports. The U.S. government, for example, has made statements and taken actions that may impact U.S. and international trade policies, including threatening new and increased tariffs affecting imports from certain countries. In 2025, the U.S. Trade Representative proposed and enacted heavy tariffs and port fees to be levied on vessels owned or operated by a Chinese entity arriving at a U.S. port, with China’s Ministry of Transport enacting retaliatory port fees of the same type applicable to vessels calling at Chinese ports which are built or flagged in the U.S. or owned or operated by certain U.S.-linked persons. While both the U.S. and China have since agreed to a one-year suspension of the implementation of such tariff programs, it is unknown whether and to what extent any new or increased tariffs (or other new laws or regulations) will be adopted or implemented by the U.S. or any other country, or the effect that any such actions would have on us or our industry. In addition, in February 2026 the U.S. administration proposed a new "universal infrastructure or security fee" on all non-U.S.-built commercial ships docking at U.S. ports, with the proceeds intended to be used to revitalize domestic shipbuilding.

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If any new tariffs, legislation and/or regulations are implemented, or if existing trade agreements are renegotiated or, in particular, if the U.S. government takes retaliatory trade actions in response to the actions of any foreign nation, such changes could disrupt or alter current trade flows of oil, oil products, and chemicals and have an adverse effect on the demand for our vessels, our business, results of operations, and financial condition.

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Climate change and greenhouse gas restrictions may adversely affect our operating results.

An increasing concern for, and focus on climate change, has promoted extensive existing and proposed international, national, and local regulations intended to reduce greenhouse gas emissions. Compliance with such regulations and our efforts to participate in reducing greenhouse gas emissions will likely increase our compliance costs, require significant capital expenditures to reduce vessel emissions, and require changes to our business.

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Our business includes transporting refined petroleum products. Regulatory changes and growing public concern about the environmental impact of climate change may lead to reduced demand for petroleum products and decreased demand for our services, while increasing or creating greater incentives for use of alternative energy sources. Regulatory and consumer efforts aimed at combating climate change may intensify and accelerate. Although we do not expect demand for oil to decline dramatically over the short-term, in the long-term climate change could significantly affect demand for oil and for alternatives. Any such change could adversely affect our ability to compete in a changing market and our business, financial condition and results of operations.

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Scrutiny and expectations from certain investors, lenders, and other market participants with respect to ESG , or related, policies may impose additional costs on us or expose us to additional risks.

Certain investor advocacy groups, institutional investors, investment funds, lenders, and other market participants remain focused on ESG or related practices and, place significant importance on the implications and social cost of their investments. Companies that do not comply with ESG or related expectations and standards of these investors, lenders or other industry shareholders may lack support of such third parties.

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We may face increasing pressures from such third parties and others to the extent they are increasingly focused on climate change, to prioritize sustainable energy practices, reduce our carbon footprint and promote sustainability. As a result, we may determine that it is appropriate to implement more stringent ESG or related procedures or standards so that interested existing and future investors remain invested in us and make further investments in us, especially given our business of transporting refined petroleum products.

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In addition, certain organizations that provide information to investors on corporate governance and related matters have developed ratings processes for evaluating companies on their approach to ESG or related matters. Such ratings are used by some investors to inform their investment and voting decisions. Unfavorable ESG or related ratings and activism directed at shifting funding away from companies with fossil fuel-related assets could lead to increased negative investor sentiment toward us and our industry and to the diversion of investment to other, non-fossil fuel markets, which could have a negative impact on our access to and costs of capital.

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At the same time, anti-ESG or related sentiment has been gaining momentum in the United States and certain investors, other stakeholders, and regulators may express or pursue opposing views, legislation, and investment expectations with respect to ESG or related initiatives. In addition, several states in the U.S. and the U.S. government have enacted or proposed policies or executive actions restricting ESG-focused investment practices, some of which may conflict with other regulatory requirements, resulting in regulatory uncertainty. Failure to comply with ESG-related or anti-ESG-related laws, exchange policies, or stakeholder expectations could materially and adversely impact an investment in our common stock and have an adverse effect on our business.

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Regulations relating to ballast water discharge may adversely affect our results of operations and financial condition.

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The IMO, the United Nations agency for maritime safety and the prevention of pollution by vessels has imposed updated guidelines for ballast water management systems specifying the maximum amount of viable organisms allowed to be discharged from a vessel’s ballast water. All of our vessels currently comply with the updated guidelines of compliance. The cost of any non-compliance with these regulations may be substantial and may adversely affect our results of operations and financial condition.

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If we fail to comply with international safety regulations, we may be subject to increased liability, which may adversely affect our insurance coverage and may result in a denial of access to, or detention in, certain ports.

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The operation of our vessels is affected by the requirements set forth in the IMO’s International Management Code for the Safe Operation of Ships and Pollution Prevention (“ISM Code”). The ISM Code requires ship owners, ship managers, and bareboat charterers to develop and maintain an extensive “Safety Management System” that includes the adoption of safety and environmental protection policies setting forth instructions and procedures for safe operation and describing procedures for dealing with emergencies. If we fail to comply with the ISM Code or similar regulations, we may be subject to increased liability or our existing insurance coverage may be invalidated or decreased for our affected vessels. Such failure may also result in a denial of access to, or detention of our vessels in, certain ports. The United States Coast Guard and European Union authorities have indicated that vessels not in compliance with the ISM Code will be prohibited from trading in U.S. and EU ports, which could have an adverse effect on our business, results of operations, and financial condition.

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Our failure to comply with data privacy laws or misconduct by employees could damage our customer relationships and expose us to litigation risks and potential fines.

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Data privacy is subject to frequently changing rules and regulations, which sometimes conflict among the various jurisdictions and countries in which we provide services and continue to develop in ways which we cannot predict. Examples include the EU’s 2018 General Data Privacy Regulation (“GDPR”), a comprehensive legal framework to govern data collection, processing, use, transfer and sharing and related consumer privacy rights and the People’s Republic of China’s 2021 Personal Information Protection Law (“PIPL”), containing similar provisions. Implementation of these regulations could also lead to increased costs if business practices require changes to be in compliance.

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These and similar laws include significant penalties for non-compliance. Our failure to adhere to or successfully implement processes in response to changing regulatory requirements in this area, insofar as they may apply to our business operations, could result in legal liability or impairment to our reputation, which could have a material adverse effect on our business, financial condition, and results of operations.

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Misconduct or other unauthorized access by employees or other parties we engage with may include or result in violations of data privacy laws, which may lead to governmental investigations and other legal action against us. Identifying and deterring such violations is not always possible. These legal actions, if instituted against us, may have a material adverse effect on our business, financial condition, and results of operations.

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Our cash and cash equivalents are exposed to credit risk, which may be adversely affected by, among other things, failures of financial institutions.

We manage our cash through various financial institutions. Substantially all of our cash and cash equivalents are currently held in ABN and Nordea, and in short-term money market funds managed by BlackRock, State Street Global Advisors, and JPMorgan Asset Management. A collapse or bankruptcy of one of the financial institutions in which or through which we hold or invest our cash reserves--or rumors or the appearance of any such potential collapse or bankruptcy--might prevent us from accessing all or a portion of our cash and cash equivalents for an uncertain period of time, if at all. Any material limitation on our ability to access our cash and cash equivalents could adversely affect our liquidity, results of operations, and ability to meet our obligations.

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Our operations may be subject to economic substance requirements, which could impact our business.

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We are a Marshall Islands corporation with our headquarters in Bermuda. A majority of our subsidiaries are Marshall Islands entities and certain of our subsidiaries are either organized or registered in Bermuda. These jurisdictions have enacted economic substance laws and regulations with which we may be obligated to comply. We believe that we and our subsidiaries are compliant with the Bermuda and the Marshall Islands economic substance requirements.

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However, if there were a change in the requirements or interpretation thereof, or if there were an unexpected change to our operations, any such change could result in noncompliance with the economic substance legislation and related fines or other penalties, 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.

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EU Finance ministers rate jurisdictions for tax rates and tax transparency, governance and real economic activity. Countries that are viewed by such finance ministers as not adequately cooperating, including by not implementing sufficient standards in respect of the foregoing, may be put on a “grey list” or a “blacklist”. If any jurisdiction in which we operate is added to the list of non-cooperative jurisdictions in the future and sanctions or other financial, tax or regulatory measures were applied by European Member States to countries on the list or further economic substance requirements were imposed by the Marshall Islands or Bermuda, our business could be harmed.

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RISKS RELATED TO AN INVESTMENT IN OUR SECURITIES

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We are incorporated in the Republic of the Marshall Islands, which does not have a well-developed body of corporate case law or bankruptcy law and, as a result, shareholders may have fewer rights and protections under Marshall Islands law than under a typical jurisdiction in the United States.

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Our corporate affairs are governed by our articles of incorporation and bylaws and by the Marshall Islands Business Corporations Act (the “BCA”). Many of the provisions of the BCA resemble provisions of the corporation laws of a number of states in the United States. However, there have been few judicial cases in the Republic of the Marshall Islands interpreting the BCA. The rights and fiduciary responsibilities of directors under the laws of the Republic of the Marshall Islands are not as clearly established as the rights and fiduciary responsibilities of directors under statutes or judicial precedent in existence in certain U.S. jurisdictions.

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Shareholder rights may differ as well. While the BCA does specifically incorporate the non-statutory law, or judicial case law, of the State of Delaware and other states with substantially similar legislative provisions, our shareholders may have more difficulty in protecting their interests in the face of actions by management, directors, or controlling shareholders than would shareholders of a corporation incorporated in a U.S. jurisdiction. In addition, the Republic of the Marshall Islands does not have a well-developed body of bankruptcy law. As such, in the case of a bankruptcy involving us, there may be a delay of bankruptcy proceedings and the ability of securityholders and creditors to receive recovery after a bankruptcy proceeding, and any such recovery may be less predictable.

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It may be difficult to serve process on or enforce a U.S. judgment against us, our officers, and our directors.

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We are a Marshall Islands corporation and all of our executive offices are located outside of the United States. Most of our directors and officers reside outside the United States. In addition, a substantial portion of our assets and the assets of our directors and officers are located outside of the United States. As a result, our shareholders may have difficulty serving legal process upon us or any of these persons within the United States. Our shareholders may also have difficulty enforcing, both in and outside the United States, judgments they may obtain in U.S. courts against us or any of these persons in any action, including actions based upon the civil liability provisions of U.S. federal or state securities laws. In addition, there is substantial doubt that the courts of the Republic of the Marshall Islands or of non-U.S. jurisdictions in which our offices are located would enter judgments in original actions brought in those courts predicated on U.S. federal or state securities laws.

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The amount of quarterly dividends we may pay under our dividend policy will vary from period to period, and we may be unable to pay dividends on our common shares.

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Our current dividend policy is to pay a variable quarterly cash dividend on shares of our common stock equal to one-third of the prior quarter’s Adjusted Earnings (which is a non-GAAP measure that represents our earnings per share for the quarter reported under U.S. GAAP adjusted for gain or loss on sale of vessels, write-off of deferred finance fees, and solely for purposes of dividend calculations, the impact of unrealized gains / (losses) and certain non-recurring items).

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There is no guarantee that we will pay any dividends to our shareholders. The declaration of any dividends is subject at all times to the discretion of our board of directors. In addition, our board of directors may change or terminate our dividend policy at any time.

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The amount of any dividends we may pay in the future will depend upon, among other things, the amount of our adjusted earnings, the amount of our available cash, and priorities for capital determined by the board of directors.

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The amount of our adjusted earnings may fluctuate significantly from quarter to quarter, and/or the amount of cash we have available for dividends will depend upon, among other things:

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Our ability to make distributions to our shareholders will also depend upon the performance of our ship-owning subsidiaries, which are our principal cash-generating assets, and their ability to distribute funds to us.

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The ability of our ship-owning or other subsidiaries to make distributions to us may be restricted by, among other things, the provisions of existing or future indebtedness, applicable corporate or limited liability company laws, and other laws and regulations.

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In addition, the per share amount of any dividend will also be affected by the number of outstanding shares of our common stock used in calculation of the dividends, which may fluctuate substantially from period to period.

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Anti-takeover provisions in our articles of incorporation and bylaws could make it difficult for our shareholders to replace or remove our current board of directors or could have the effect of discouraging, delaying, or preventing a merger or acquisition, which could adversely affect the market price of our common shares.

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Several provisions of our articles of incorporation and bylaws could make it difficult for our shareholders to change the composition of our board of directors in any one year, preventing them from changing the composition of management. In addition, these and other provisions in our governing documents may discourage, delay, or prevent a merger or acquisition that shareholders may consider favorable. These provisions include:

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These anti-takeover provisions could substantially impede the ability of public shareholders to benefit from a change in control and, as a result, may adversely affect the market price of our common stock and our shareholders’ ability to realize any potential change of control premium.

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TAX RISKS

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U.S. tax authorities could treat us as a “passive foreign investment company”, which could have adverse U.S. federal income tax consequences to U.S. holders.

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A foreign corporation will be treated as a passive foreign investment company (“PFIC”), for U.S. federal income tax purposes if either (1) at least 75% of its gross income for any taxable year consists of “passive income” or (2) at least 50% of the average value of the corporation’s assets produce or are held for the production of “passive income”.

For purposes of these tests, “passive income” generally includes dividends, interest, and gains from the sale or exchange of investment property, and rents and royalties other than rents and royalties which are received from unrelated parties in connection with the active conduct of a trade or business. For purposes of these tests, income derived from the performance of services generally does not constitute “passive income”. U.S. shareholders of a PFIC are subject to an adverse U.S. federal income tax regime with respect to the income derived by the 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.

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Based upon our operations as described herein, we do not believe that our income from time charters should be treated as “passive income” for purposes of determining whether we are a PFIC, and, consequently, the assets that we own and operate in connection with the production of that income should not constitute passive assets. Accordingly, based on our current operations, we do not believe we will be treated as a PFIC with respect to any taxable year.

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There is substantial legal authority supporting this position consisting of case law and U.S. Internal Revenue Service (“IRS”), pronouncements concerning the characterization of income derived from time charters and voyage charters as services income for other tax purposes. However, there is also authority which characterizes time charter income as rental income rather than services income for other tax purposes.

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Accordingly, no assurance can be given that the IRS or a court of law will accept this position, and there is a risk that the IRS or a court of law could determine that we are a PFIC. Moreover, no assurance can be given that we would not constitute a PFIC for any future taxable year if the nature and extent of our operations change.

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If the IRS were successful in asserting that we are or have been a PFIC for any taxable year, U.S. shareholders would face adverse U.S. federal income tax consequences. Under the PFIC rules, unless a shareholder makes an election available under the U.S. Internal Revenue Code of 1986, as amended, (the “Code”), which election could itself have adverse consequences for such shareholders, as discussed below under Item 10.E (“Taxation of Holders — U.S. Federal Income Tax Considerations — U.S. Federal Income Taxation of United States Holders”), excess distributions and any gain from the disposition of such shareholder’s common shares would be allocated ratably over the shareholder’s holding period of the common shares and the amounts allocated to the taxable year of the excess distribution or sale or other disposition and to any year before we became a PFIC would be taxed as ordinary income. The amount allocated to each other taxable year would be subject to tax at the highest rate in effect for individuals or corporations, as appropriate, for that taxable year, and an interest charge would be imposed with respect to such tax. See Item 10.E (“Taxation of Holders — U.S. Federal Income Tax Considerations — U.S. Federal Income Taxation of United States Holders”) for a more comprehensive discussion of the U.S. federal income tax consequences to United States shareholders if we are treated as a PFIC.

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We may have to pay tax on U.S. source shipping income, which would reduce our earnings.

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Under the Code, 50% of the gross shipping income of a corporation that owns or charters vessels, as we and our subsidiaries do, that is attributable to transportation that begins or ends, but that does not both begin and end, in the United States will be subject to a 4% U.S. federal income tax without allowance for deduction, unless that corporation qualifies for exemption from tax under Section 883 of the Code and the applicable Treasury Regulations promulgated thereunder or that corporation is entitled to an exemption from such tax under an applicable U.S. income tax treaty.

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We expect to take the position that we qualify for this statutory exemption for U.S. federal income tax return reporting purposes for our 2025 taxable year and we intend to so qualify for future taxable years. However, there are factual circumstances beyond our control that could cause us to lose the benefit of this tax exemption and thereby cause us to become subject to U.S. federal income tax on our U.S. source shipping income. For example, there is a risk that we could no longer qualify for exemption under Section 883 of the Code for a particular taxable year if “non-qualified” shareholders with a 5% or greater interest in our stock were, in combination with each other, to own 50% or more of the outstanding shares of our stock on more than half the days during the taxable year. Due to the factual nature of the issues involved, we can give no assurances on our tax-exempt status or that of any of our subsidiaries.

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If we or our subsidiaries were not entitled to exemption under Section 883 of the Code for any taxable year, we or our subsidiaries would be subject for such year to a 4% U.S. federal income tax on 50% of the shipping income we or our subsidiaries derive during the year which is attributable to the transport of cargoes to or from the United States. The imposition of this taxation would have a negative effect on our business and would decrease our earnings available for distribution to our shareholders. For a discussion of the U.S. federal income tax treatment of our operating income, please read “Additional Information—Taxation of Holders—U.S. Federal Income Tax Considerations—U.S. Federal Income Taxation of Operating Income: In General.”

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Changes in tax laws and unanticipated tax liabilities could materially and adversely affect the taxes we pay, results of operations and financial results.

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We are subject to income and other taxes in certain jurisdictions in which we operate, and our results of operations and financial results may be affected by tax and other initiatives around the world. For instance, there is a high level of uncertainty in today’s tax environment stemming from global initiatives put forth by the Organization for Economic Co-operation and Development’s (“OECD”) two-pillar base erosion and profit shifting project. In October 2021, members of the OECD put forth two proposals: (i) Pillar One reallocates profit to the market jurisdictions where sales arise versus physical presence for companies with more than €20 billion annual revenue; and (ii) Pillar Two compels multinational corporations with €750 million or more in annual revenue to pay a global minimum tax of 15% on income received in each country in which they operate. The reforms aim to level the playing field between countries by discouraging them from reducing their corporate income taxes to attract foreign business investment. Over 140 countries agreed to enact the two-pillar solution to address the challenges arising from the digitalization of the economy and, in 2024, these guidelines were declared effective and must now be or have been enacted by those OECD member countries. In certain jurisdictions, including Bermuda, qualifying international shipping income is exempt from many aspects of this framework if the applicable exemption requirements are met.

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It is possible that these guidelines, including the global minimum corporate tax rate measure of 15%, could increase the burden and costs of our tax compliance, the amount of taxes we incur in those jurisdictions and our global effective tax rate, which could have a material adverse impact on our results of operations and financial results.

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GENERAL RISKS

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Our business depends upon key members of our senior management team who may not necessarily continue to work for us.

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Our future success depends to a significant extent upon certain members of our senior management team. Our management team includes members who have substantial experience in the product tanker and chemical shipping industries. Our management team is crucial to the execution of our business strategies and to the growth and development of our business. If members of our management team were no longer affiliated with us, we may be unable to recruit other employees with equivalent talent and experience, and our business and financial condition may suffer as a result.

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Future sales of our common shares could cause the market price of our common shares to decline.

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The market price for our common shares could decline as a result of sales by existing shareholders of large numbers of our common shares, or as a result of the perception that such sales may occur. Sales of our common shares by these shareholders also might make it more difficult for us to sell equity or equity-related securities in the future at a time and at the prices that we deem appropriate.

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We may issue additional securities without shareholder approval, which could dilute the ownership interests of shareholders and may depress the market price of our securities.

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We may issue additional securities of equal or senior rank to our common stock in the future in connection with, among other things, future vessel or business acquisitions, repayment of outstanding indebtedness or our equity incentive plan, without shareholder approval, in a number of circumstances.

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The issuance by us of additional securities of equal or senior rank to our common stock may have the following effects:

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Exposure to currency exchange rate fluctuations could result in fluctuations in our operating results.

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We operate within the international shipping market, which utilizes the U.S. Dollar as its functional currency. As a consequence, the majority of our revenues and the majority of our expenses are in U.S. Dollars.

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However, we incur certain general and operating expenses, including vessel operating expenses and general and administrative expenses, in foreign currencies, the most significant of which are the Euro, Singapore Dollar, and British Pound Sterling. This partial mismatch in revenues and expenses could lead to fluctuations in net income due to changes in the value of the U.S. Dollar relative to other currencies.

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Item 4. Information on the Company

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A. History and Development of the Company

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Ardmore Shipping provides seaborne transportation of petroleum products and chemicals worldwide to oil majors, national oil companies, oil and chemical traders, and chemical companies, with our modern, fuel-efficient fleet of mid-size product and chemical tankers. As of March 6, 2026, our fleet consists of 25 owned vessels and one chartered-in vessel, all of which are in operation.

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Ardmore Shipping Corporation was incorporated under the laws of the Republic of the Marshall Islands on May 14, 2013. We commenced business operations through our predecessor company, Ardmore Shipping LLC, on April 15, 2010. On August 6, 2013, we completed our initial public offering of our common stock.

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We have 77 wholly owned subsidiaries, a significant number of which represent single ship-owning companies for our fleet, one 50%-owned joint venture entity, Anglo Ardmore Ship Management Limited Pte. Ltd. (“AASML”), which provides technical management services to our fleet, and one 10% equity stake in another entity. A list of our subsidiaries is included as Exhibit 8.1 to this Annual Report.

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We maintain our principal executive and management offices at Dorchester House, 7 Church Street, Hamilton, HM11, Bermuda. Our telephone number at these offices is +1 441 292 9332. Ardmore Maritime Services (Asia) Pte. Limited (“AMSA”), a wholly owned subsidiary incorporated in Singapore, carries out our management services and associated functions. Ardmore Shipping Services (Ireland) Limited (“ASSIL”), a wholly owned subsidiary incorporated in Ireland, provides our corporate, accounting, fleet administration, and operations services. Ardmore Shipping (Asia) Pte. Limited (“ASA”), a wholly owned subsidiary incorporated in Singapore, and Ardmore Shipping (Americas) LLC (“ASUSA”), a wholly owned subsidiary incorporated in Delaware, each perform commercial management and chartering services for us.

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The SEC’s website at www.sec.gov contains reports, proxy statements, and other information regarding issuers that file electronically with the SEC. Our website address is www.ardmoreshipping.com. The information contained on our website is not part of this Annual Report.

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B. Business Overview

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We commenced business operations in April 2010 with the goal of building an enduring product and chemical tanker company that emphasizes disciplined capital allocation, service excellence, innovation, and operational efficiency through our focus on high quality, fuel-efficient vessels. We are led by a team of experienced senior managers who have previously held senior management positions with highly regarded shipping companies and financial institutions.

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We are strategically focused on modern, fuel-efficient, mid-size product and chemical tankers. We actively pursue opportunities to exploit the overlap we believe exists between the clean petroleum product (“CPP”) and chemical sectors in order to enhance earnings, and also seek to engage in more complex CPP trades, such as multi-grade and multi-port loading and discharging operations, where our knowledge of chemical operations is beneficial to our CPP customers.

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Our fuel-efficient operations are designed to enhance our operating performance and provide value-added service to our customers. We believe we are at the forefront of fuel efficiency and emissions reduction trends and are well positioned to capitalize on these developments with our fleet of Eco-design vessels. Our acquisition strategy includes to continue to build our fleet with Eco-design newbuildings or Eco-design second-hand vessels and with modern second-hand vessels that can be upgraded to Eco-mod.

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We believe that the global energy transition will have a profound impact on the shipping industry, including the product and chemical tanker segments. While this transition will unfold over years, the impact is already being felt through anticipated Energy Efficiency Existing Ship Index and Carbon Intensity Indicator regulations and constraints on newbuilding ordering activity.

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We are an integrated shipping company. Our fleet is technically managed by a combination of ASSIL and our 50% owned joint venture AASML. We have a resolute focus on both high-quality service and efficient operations, and we believe that our corporate overhead and operating expenses are among the lowest of our peers.

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We are commercially independent, as we have no blanket employment arrangements with third-party or related-party commercial managers. Through our in-house chartering and commercial team, we market our services directly to a broad range of customers, including oil majors, national oil companies, oil and chemical traders, chemical companies, and pooling service providers. We monitor the tanker markets to understand how to best utilize our vessels and may change our chartering strategy to take advantage of changing market conditions.

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Other than technical management services provided to us by our 50% joint venture AASML we have no related-party transactions concerning our vessel operations or vessel sale and purchase activities.

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Certain of our wholly owned subsidiaries carry out our management and administrative services, with AMSA providing us with corporate and executive management services and associated functions, ASSIL providing corporate and accounting administrative services, as well as technical operations services and fleet administration, and ASA, and ASUSA providing our commercial management and chartering services.

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In terms of our industry, commodity markets remain subject to heightened levels of uncertainty in connection with the recent U.S., Israel-Iran conflict, and the Russia-Ukraine conflict, which could give rise to regional or broader instability and has resulted in significant economic sanctions against Russia by the U.S., European nations, and other countries which, in turn, could increase uncertainty with respect to global financial markets and production from OPEC and other oil producing nations. Although the Hamas-Israel conflict so far has not had a direct material effect on the tanker industry, since mid-December 2023, Houthi rebels in Yemen have carried out numerous attacks on vessels in the Red Sea area. As a result of these attacks and the conflict in Iran, many shipping companies have routed their vessels away from transiting the Red Sea and the Strait of Hormuz, which has significantly affected trading patterns, rates and expenses. The U.S. military operations in Venezuela, including the U.S.’ recent seizures of certain sanctioned oil tankers calling on Venezuelan ports, has similarly added uncertainty in that region and caused some tankers to re-route or delay voyages. Further escalation, or expansion, of hostilities could continue to affect the price of crude oil and the oil industry, the tanker industry, demand for or services, and our business.

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We expect continued demand from ongoing trends such as disruption and trading activity creating longer voyages getting refined products to markets, where needed. We expect continued product tanker demand growth in the year ahead, with global economic growth, and refinery activity away from points of consumption offsetting the initial impact of energy transition.

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We believe that we are well positioned to benefit from a strong charter market, with our modern, fuel-efficient fleet, access to capital for growth, a diverse and high-quality customer base, an emphasis on service excellence in an increasingly demanding regulatory environment.

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Please see Item 5 “Operating and Financial Review and Prospects – Recent Developments” for a description of certain of our recent transactions and developments.

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Fleet List

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As of March 6, 2026, our fleet consists of 26 vessels, including 25 owned Eco-design vessels and one chartered-in vessel, all of which are in operation. The average age of our owned vessels at March 6, 2026, was 11.0 years. The following table lists our vessels in operation.

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*Acquired during 2025

**Time chartered-in vessel

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Business Strategy

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Our primary objective is to solidify our position as a market leader in modern, fuel-efficient, mid-size product and chemical tankers by engaging in well-timed growth and utilizing our operational expertise and quality-focused approach to provide value-added services to our customers. Key elements of our business strategy include:

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We have developed our strategic focus around mainstream tanker sizes that are readily employed and actively traded worldwide in broad and deep markets. As a result of the overlap between the product and chemical sectors, we believe that our fleet composition enables us to take advantage of opportunities, both operationally and strategically, while also providing investment diversification. This positioning supports our longer-term strategy to continue to expand our non-fossil-fuel cargo business.

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As part of our growth strategy, we regularly monitor, evaluate and enter into discussions regarding potential expansion opportunities, including through vessel and business acquisitions and joint ventures. We are selective in implementing our growth strategy and there is no assurance that any existing or future evaluations, discussions or negotiations relating to these opportunities will result in completed or successful transactions.

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Corporate Officers, Staff and Seafarers

Biographical information with respect to each of our directors and executive officers is set forth in Item 6 (“Directors, Senior Management and Employees”) of this Annual Report.

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As of December 31, 2025, we employed 57 full-time staff onshore. Through AASML, our 50%-owned joint venture ship manager, approximately 940 seafarers serve our fleet, including 496 officers and cadets and 444 crew.

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Commercial management is provided directly by our in-house chartering and commercial team.

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Customers

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Our customers include national, regional, and international companies and all of our vessels but five are employed directly on the tanker spot market through our in-house chartering and commercial team. We may in the future seek to deploy more of our vessels on time charter arrangements or on the tanker spot market via third party commercial pool employment. We believe that developing strong relationships with the end users of our services allows us to better satisfy their needs with appropriate and capable vessels.

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A prospective charterer’s financial condition, creditworthiness, and reliability track record are important factors in negotiating our vessels’ employment.

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Competition

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We operate in markets that are highly competitive and based primarily on supply and demand. We compete for charters on the basis of price, vessel location, size, age, and condition of the vessel, as well as our reputation. Ownership of tanker vessels is highly fragmented and is divided among publicly listed companies, state-controlled owners, and private ship-owners.

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The International Product and Chemical Tanker Industry

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The information and data contained in this section relating to the international product and chemical tanker shipping industry is of February 17, 2026 and have been provided by Drewry Maritime Services (Asia) Pte. Ltd. (“Drewry”) and is taken from Drewry’s database as of and other sources. Drewry has advised that: (i) some information in their database is derived from estimates or subjective judgments; (ii) the information in the databases of other maritime data collection agencies may differ from the information in their database. We believe all third-party data provided in this section, “The International Product and Chemical Tanker Industry,” was reliable as of February 17, 2026, this section has not been updated to reflect the actual or expected effects of the U.S., Israel-Iran conflict on the international product and chemical tanker industry.

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The world tanker fleet is generally divided into four main categories of vessels based on the main type of cargo carried. These categories are crude oil, refined petroleum products (both clean and dirty products) – hereinafter referred to as products – chemicals (including vegetable oils and fats) and specialist products such as bitumen. There is some overlap between the main tanker types and the cargoes carried, which is explained in the table below.

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Principal Tanker Types and Main Cargoes Carried

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Source: Drewry

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In the product and chemical sectors, there are a number of vessels that can carry products as well as chemicals, representing a ‘swing’ element in supply in both of these markets. However, in practice, many vessels will tend to trade in either refined products or chemicals/vegetable oils and fats.

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The Product Tanker Industry

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Crude tankers are used to transport crude oil from production sites to consumption points, typically oil refineries in consuming countries. On the other hand, product tankers can carry both refined and unrefined petroleum products. This includes some crude oil, fuel oil, and vacuum gas oil (often called 'dirty products'), as well as gas oil, gasoline, jet fuel, kerosene, and naphtha (often referred to as 'clean products'). Tankers with no IMO certification, but with coated cargo tanks are designed to carry clean products, while tankers with IMO certification (normally IMO 2 or IMO 3) and coated cargo tanks are capable of carrying both clean products and chemicals/vegetable oils and fats. Given the facts mentioned above, a tanker with IMO 2 certification and with an average tank size in excess of 3,000 cubic meters (“cbm”) is typically classified as a product tanker, while a tanker with IMO 2 certification and an average tank size of less than 3,000 cbm is typically categorized as a chemical tanker.

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In essence, products can be carried in coated non-IMO tankers and IMO-rated coated tankers. By this definition, the product capable tanker fleet consists of 44.2% of the total tanker fleet (above 10,000 dwt) in number terms.

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The demand for product tankers is determined by world oil demand and trade, which is influenced by various factors, including economic activity, geographic changes in oil production, consumption and refinery capacity, oil prices, the availability of transport alternatives (such as pipelines), and sanctions and inventory policies of nations and oil trading companies.

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Global Oil Demand and Supply

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Global Oil Demand

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Oil continues to be a vital component of the energy mix. Despite some short-term fluctuations, oil demand continues to increase globally, driven by several key factors including economic growth, industrial expansion, urbanization and the growth of the petrochemical industry.

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From 2010 to 2019, there was a steady increase in global oil demand. Demand grew from approximately 84.8 million barrels per day in 2010 to around 100.3 mbd in 2019. This period was characterized by a consistent rise in consumption, particularly in Asia, where rapid industrialization and urbanization fueled the demand for energy.

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The COVID-19 pandemic led to a significant decline in demand in 2020, as lockdowns and travel restrictions were implemented worldwide. However, demand rebounded in 2021 as restrictions eased and economies began to recover. This recovery extended through 2022 and 2023, fueled by rising personal mobility and stronger economic activity, with demand rebounding above pre-COVID levels. In 2024, the pace of growth slowed, particularly in China, due to a weaker economy and a decrease in vehicular fuel consumption as electric vehicles became more prevalent.

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Global oil demand grew 0.8% year-on-year in 2025, supported by an improving macroeconomic and trade environment. Lower oil prices in the second half of the year, combined with rising consumption in non‑OECD markets, have underpinned demand, particularly for transport fuels and petrochemical feedstocks. Strong end of year demand prompted the IEA to revise its 2026 forecast, now pointing to similar consumption growth relative to 2025, with falling oil prices providing additional support.

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Looking further ahead, the IEA’s 2025 World Energy Outlook (Current Policies Scenario) projects that continued demand from petrochemicals, aviation, and heavy transport will drive global oil consumption to 105 mbd by 2035 and 113 mbd by 2050. Nearly all of the growth in oil demand is expected to take place in emerging markets and developing economies, with some of the biggest increases expected in India, Southeast Asia, and Africa, where rising vehicle ownership, expanding petrochemical production, and increasing air travel are projected to support sustained oil use well into mid-century.

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Global Oil Supply

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Global oil supply increased from 83.2 million barrels per day in 2010 to 100.6 million barrels per day in 2019, primarily due to a sharp rise in crude oil production from the Americas. U.S. specific crude oil supply has benefited from a ramp up in shale oil production. The U.S. shale revolution, driven by horizontal drilling and hydraulic fracturing, allowed the U.S. to become a net producer of oil by 2013. Growing surpluses prompted Congress to lift the 40-year crude export ban in 2015, opening international markets. Since then, U.S. crude exports have grown at a CAGR of 8.4% from 2016–25, supported by a 4.8% CAGR in production and accelerated in recent years by higher global demand following Russian sanctions, releases from U.S. emergency reserves, and continued domestic output.

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Global oil production plunged in 2020, falling by roughly 6.5%, as the COVID-19 pandemic triggered an unprecedented collapse in demand and widespread lockdowns curtailed industrial activity and transportation. The disruption forced producers to sharply cut output, leading to one of the steepest annual declines in recent history. However, production rebounded in 2021 and 2022, as demand recovered, economies reopened, and OPEC+ and non-OPEC producers gradually restored supply, bringing global output back toward pre-pandemic level.

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Oil supply growth in 2023 and 2024 was overwhelmingly driven by non-OPEC producers, led by the U.S., alongside strong gains from Brazil, Guyana, and Canada. Over the same period, OPEC supply was broadly constrained, as the group prioritized price management and largely maintained voluntary production cuts rather than restoring output. By 2025, global oil supply had risen to 106.2 mbd, an increase of around 3 mbd year-on-year, with more than half of the incremental capacity coming from the producers in the Americas, alongside a more modest contribution from OPEC.

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Looking ahead, global supply is projected to increase by approximately 2.4 mbd in 2026, reflecting continued capacity additions and the gradual unwinding of earlier voluntary OPEC production cuts. This sustained expansion highlights the resilience of global oil production, supporting market liquidity and refinery utilization in the near term. The emerging supply surplus is already contributing to higher Chinese stockpiling and increased use of floating storage.

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Further out, non-OPEC supply is projected to increase by a cumulative 4 mbd by 2035, before broadly plateauing through to 2050. OPEC production is expected to rise more materially, reaching approximately 51 mbd by 2035 and 63 mbd by 2050. Saudi Arabia is anticipated to underpin much of this growth through continued development of new onshore and offshore capacity.

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U.S. Crude Oil Production and U.S. Product Exports

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*Source: JODI

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Product Tanker Demand

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Product tanker demand is influenced by several factors, including economic activity, demand for refined products, arbitrage trading, and global trade patterns. In addition, geopolitical events, such as conflicts and sanctions, as well as environmental regulations and the availability of transport alternatives can significantly impact trade routes and demand. Compared to crude oil trade, product tanker demand tends to be more stable and less volatile, supported by consistent growth in refined product shipments.

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Historical Context

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Between 2010 and 2019, oil demand growth and shifting refinery capacities helped drive product tanker ton-mile demand at a CAGR of 2.8%. The COVID-19 pandemic severely disrupted demand in 2020 as widespread lockdowns curtailed industrial activity and transportation, leading to an 8.9% decline in ton-mile demand that year.

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The market rebounded strongly in 2022 and 2023, with overall seaborne tanker trade growing approximately 2.3% per year on average and ton-miles growing by 4.2% on average. This surge was fueled by China’s post-COVID reopening, healthy demand in developing Asian and Latin American markets, and firm vegoil demand from India and China. Importantly, the Russia-Ukraine conflict and the subsequent EU embargo on Russian refined products reshuffled trade patterns, forcing long-haul shipments between Europe, Asia, and the Middle East.

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Current Market Dynamics

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In 2024, product tanker trade volumes declined by 1.4%, as economic headwinds in the West and China softened oil demand. Specifically, challenging economic conditions in China, Japan, and Taiwan weighed on naphtha trade, while lackluster industrial activity dampened diesel demand. This was partially offset by rising jet fuel demand. Despite this slowdown in volume, ton-mile demand remained robust, growing by 0.8%, primarily due to the ongoing re-routing of vessels via the Cape of Good Hope to avoid Red Sea disruptions, significantly extending voyage distances.

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Product tanker ton-mile demand contracted in 2025 by 1.7% with product tanker trade volumes falling 2.1%. European refinery closures weighed on exports, while expanding capacity in Nigeria and Mexico reduced domestic import needs. In Asia, higher Chinese fuel oil duties and petrochemical plant closures in Southeast Asia dampened demand. Slower diesel consumption in Europe, driven by weak economic growth and a shift toward gasoline and hybrid EVs, offset gains in naphtha and jet fuel trades. Looking to 2026, product volumes are forecasted to grow 1.5%, with ton-miles increasing 1.6%. Diesel volumes are expected to grow in 2026, supported by consumption in the US, and Non-OECD regions, specifically Asia and India. Meanwhile, naphtha and jet fuel trades will continue to strengthen due to rising demand for petrochemicals and increasing penetration of airports in emerging countries. Ton-mile growth is expected to remain broadly in line with trade growth amid stable trade patterns.

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World Seaborne Tanker Trade Volumes

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