{"url_path":"/sec/ccec/10-k/2026/item-3","section_key":"item-3","section_title":"Item 3 Key Information.","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-04-27","source_url":"https://www.sec.gov/Archives/edgar/data/1392326/0001193125-26-179568-index.html","accession_number":"0001193125-26-179568","cik":"0001392326","ticker":"CCEC","issuer_name":"Capital Clean Energy Carriers Corp.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1392326/0001193125-26-179568-index.html","primary_entity_key":"0001392326","primary_entity_name":"Capital Clean Energy Carriers Corp."},"word_count":24517,"has_tables":true,"body_markdown":"Item 3.\nKey Information.\n\nA.\n[Reserved.]\n\nB.\nCapitalization and Indebtedness.\n\nNot applicable.\n\nC.\nReasons for the Offer and Use of Proceeds.\n\nNot applicable.\n\nD.\nRisk Factors\n\nAn investment in our securities involves a high degree of risk.\n\nSome of the risks described below relate to the industries and the countries in which we operate as of the date of this Annual Report. Please read “Item 4. Information on the Company” for information on the current scope of our operations. We currently own 12 latest generation LNG/C vessels, one LCO2 – HMG/C vessel and one legacy Neo-Panamax container carrier vessel. In addition, our Under Construction Fleet includes nine additional latest generation LNG/C vessels, six dual-fuel MG/C vessels and three LCO2 – HMG/C vessels, to be delivered between the second quarter of 2026 and the first quarter of 2029. We may in the future enter into additional markets. If that happens, we will be exposed to additional risks.\n\nIf any of the following risks actually occurs, our business, financial condition, operating results and cash flow could be materially adversely affected. If that happens, we might not be able to pay dividends on our common shares, the trading price of our common shares could decline and you could lose all or part of your investment.\n\nThe risks described below include forward-looking statements and our actual results may differ substantially from those discussed in such forward-looking statements. For more information, please read “Forward Looking Statements” above.\n\n \n \n8\n\n[Table of Contents](#TableOfContents)\n\n \n\nSUMMARY OF RISK FACTORS\n\nThe following is a summary of some of the principal risks we face. The list below is not exhaustive, and you should read this “Risk factors” section in full.\n\n·\nThe ocean-going LNG, LPG and container shipping industries are cyclical and volatile;\n\n·\nThe wider energy transition gas market, such as the carriage of low carbon ammonia and LCO2, continues to develop and shipping demand, charter hire rates and profitability for this market are uncertain;\n\n·\nAn oversupply of LNG/C, LPG carrier or containership capacity may depress current charter rates and adversely affect our ability to charter our vessels at profitable rates or at all;\n\n·\nWe may not realize the benefits anticipated from our Under Construction Fleet;\n\n·\nWe may not realize the benefits anticipated from our change in business focus to concentrate on the LNG/C market, the LPG carriage market and the wider energy transition gas market such as the carriage of low carbon ammonia and LCO2;\n\n·\nMarine transportation is inherently risky, and an incident involving significant loss of, or environmental contamination by, any of our vessels could harm our reputation and business;\n\n·\nPolitical and government instability can affect the industries in which we operate, which may adversely affect our business;\n\n·\nWe may not be able to grow our business or to effectively manage our growth;\n\n·\nCertain of our vessels may be under time charters at rates that are at a substantial premium to the spot and period markets, and our charterers’ failure to perform under these time charters could result in a significant loss of expected future revenues and cash flows;\n\n·\nWe currently derive a significant part of our revenues from a limited number of charterers and the loss of any charterer or charter or vessel could result in a significant loss of revenues and cash flows;\n\n·\nA decrease in the level of export and import of goods or LNG, LPG or ammonia production and exports, as a result of trade protectionism, including threats or imposition of tariffs or other trade barriers, economic sanctions, changes in commodity prices or other factors affecting global markets, could affect demand for shipping;\n\n·\nVessel values may decrease and over time may fluctuate substantially, which may cause us to recognize losses if we sell our vessels or record impairments and affect our ability to comply with our loan covenants or refinance our debt; and\n\n·\nAn increase in interest rates or increased interest rate levels for long periods of time could increase our level of debt and the related interest expense, limit our ability to access debt and equity financing and increase the cost of capital required to acquire additional vessels or to implement our business strategy.\n\n \n \n9\n\n[Table of Contents](#TableOfContents)\n\n \n\nRISKS RELATED TO OUR INDUSTRY\n\nWe are exposed to various risks in the ocean-going LNG, LPG and container shipping industries, which are cyclical and volatile, and the wider energy transition gas market, which continues to develop.\n\nAs of the date of this Annual Report, we own 12 LNG/C vessels, one LCO2 – HMG/C vessel and one legacy Neo-Panamax container carrier vessel. In addition, our Under Construction Fleet includes nine additional latest generation LNG/C vessels, six dual-fuel MG/C vessels and three LCO2 – HMG/C vessels, to be delivered between the second quarter of 2026 and the first quarter of 2029.\n\nCurrently, the majority of our vessels operate in the LNG shipping industry and our performance and future growth depend on continued demand in this industry. The LNG shipping industry is cyclical with attendant volatility in charter hire rates and profitability. Charter hire rates for LNG/C vessels depend on multiple factors, including changes in the supply and demand for LNG and changes in the supply and demand for LNG shipping capacity. In recent years, the LNG/C charter market recovered after experiencing a prolonged period of historically low rates. However, beginning in 2023 charter rates began to decrease and in 2024 and 2025 charter rates were significantly lower compared to the prior year, due to an oversupplied freight market resulting from the mismatch between increased supply from vessel deliveries and decreased demand from delays in LNG projects. In 2025, charter rates were also negatively impacted by shorter voyage durations freeing up capacity due to strong European demand and weaker Asian demand. The degree of charter hire rate volatility among different types of LNG/C vessels has varied widely. In the past, there have been times when charter and spot market rates for LNG/C vessels declined below the operating costs of vessels.\n\nUpon delivery of the LCO2 – HMG/C Active, we have begun to operate in the LPG shipping industry, and in the future we expect to operate in the wider energy transition gas market, such as the carriage of low carbon ammonia and LCO2. Accordingly, we are exposed to the various risks in these industries and our exposure will increase as additional vessels that constitute the Gas Fleet are delivered to us. The wider energy transition gas market continues to develop and charter hire rates and profitability for this market are uncertain. In particular, large-scale markets for the carriage of low carbon ammonia and LCO2 do not yet exist. Our performance and future growth depend on successful development of such markets. Significant investment by governments and industry, including subsidies in certain cases, in addition to regulatory changes, will be required to successfully develop large-scale markets for the carriage of low carbon ammonia and LCO2. In addition, attitudes and trends with respect to environmental matters and the energy transition continue to evolve and we cannot forecast when such markets will develop or guarantee that such markets will develop. Prior to the development of large-scale markets for the carriage of low carbon ammonia and LCO2, we expect that the Gas Fleet will be utilized for the carriage of LPG and ammonia and, currently, the LCO2 – HMG/C Active is employed on a six-month time charter transporting LPG for an energy trading company. The LPG and ammonia shipping markets are cyclical with attendant volatility in profitability, charter rates and vessel values. The degree of charter rate volatility among different types of gas carriers has varied widely. Spot market rates in the LPG and ammonia shipping industry are highly seasonal with rates typically demonstrating strength in the second and third quarters as suppliers build inventory for high consumption during the northern hemisphere winter. However, recent LPG and ammonia shipping market activity has not yielded the expected seasonal results. The time charter and spot market rates for LPG carriers are volatile and have in the past declined below the operating costs of vessels.\n\n \n \n10\n\n[Table of Contents](#TableOfContents)\n\n \n\nFor so long as we continue to own the M/V Itajai Express, we will be exposed to risks in the ocean-going container shipping industry and our ability to successfully divest our last legacy container carrier vessel will depend on continued demand in this industry. The ocean-going container shipping industry is both cyclical and volatile in terms of charter rates and profitability and demand for our last legacy container vessel depends on a range of factors, including changes in the supply and demand for ship capacity and changes in the supply and demand for shipment of cargoes in containers. Charter rates for container vessels declined through 2023, amid demand headwinds, increased supply of vessels, easing in congestion and weaker economic sentiment. During 2024 and 2025, demand in global container trade increased compared to the previous year in terms of TEU/miles. In 2025, container charter rates increased by 11% compared to the previous year.\n\nThe shipping industries in which we operate or expect to operate are affected by macroeconomic and geopolitical factors, including the effects of armed conflicts, terrorist attacks, trade restrictions, tariffs, natural or man-made disasters (including industrial disasters), epidemics or pandemics of disease and climatic or other catastrophicevents. The factors affecting the supply of LNG, LPG, ammonia and products shipped in containers and the demand for our vessels are outside our control and the nature, timing, direction and degree of changes in industry conditions are difficult to predict. Some of the factors that influence demand for our vessels include:\n\n·\nthe price of LNG, which may be affected, among other things, by:\n\n·\nthe prices and availability of crude oil, petroleum products and natural gas, including to the extent that natural gas prices are benchmarked to the price of crude oil, which could negatively affect the economics of potential new LNG production projects;\n\n \n \n \n\n \n·\n  the cost of natural gas derived from LNG relative to the cost of natural gas generally and the cost of alternative fuels, including renewables and coal, and the impact of increases in the cost of natural gas derived from LNG on consumption of LNG; and\n\n \n \n \n\n \n·\n  the impact of any adverse effects on the oil and gas industry relating to climate change, including growing public concern about the environmental impact of climate change;\n\n \n\n·\n\nchanges in the exploration, development, production, liquefaction or transportation of LNG, including the\n\navailability and allocation of capital by developers to new LNG projects, events that may affect the availability of sufficient financing for LNG projects and the location of regional and global exploration, production and manufacturing facilities;\n\n·\nthe location of consuming regions for LNG and increases in the production of lower cost domestic natural gas in natural gas consuming markets, which could further depress prices for natural gas in those markets;\n\n \n \n11\n\n[Table of Contents](#TableOfContents)\n\n \n\n \n\n·\nfactors affecting the supply of, and demand for, LPG and LPG shipping, such as:\n\n·\nproduction levels, prices and worldwide consumption and storage of oil, refined petroleum products and natural gas, including production from United States shale fields; and\n\n \n\n·\ncompletion of infrastructure projects to support marine transportation of LPG, including export terminals and pipelines;\n\n·\nfactors affecting the supply of, and demand for, ammonia, which is currently primarily produced for use in fertilizers, chemicals, and, increasingly, as a potential clean energy carrier (e.g., for co-firing, hydrogen-carrier and other applications), and ammonia shipping, such as changes in agricultural demand, industrial applications, and energy sector developments;\n\n·\nchanges in global production of products transported by containerships;\n\n·\nthe level of the current supply of on-the-water LNG/C vessels, LPG carriers and containerships;\n\n·\nseaborne and other transportation patterns, including the distances over which LNG, LPG, ammonia and/or containerized goods are transported and changes in such patterns and distances;\n\n·\nthe globalization of production and manufacturing;\n\n·\ndevelopments in international trade, including threats and/or imposition of trade tariffs, export regulations or the imposition of sanctions, which can disrupt established supply chains, impacting transportation demand for LNG, LPG and containerized goods;\n\n·\n\nthe progress of development of large-scale markets for the carriage of low carbon ammonia and LCO2;\n\n· \n\nglobal and regional economic and political conditions, including political and military conflicts;\n\n·\nany significant explosion, spill or other incident involving an LNG or LPG facility or carrier;\n\n·\neconomic growth in China, India and other emerging markets;\n\n·\nlaws and regulations, including but not limited to new taxes, environmental protection laws and other regulatory developments such as the EU Emissions Trading Scheme and the FuelEU Maritime;\n\n·\nregional, national or international energy policies that constrain the production or consumption of hydrocarbons including natural gas;\n\n·\ncurrency exchange rates;\n\n·\nchanges in weather patterns, including warmer winters in the northern hemisphere and lower gas demand in the traditional peak heating season as well as severe weather events resulting from climate change; and\n\n·\ncost of bunkers.\n\n \n \n12\n\n[Table of Contents](#TableOfContents)\n\n \n\nSome of the factors that influence the supply of LNG/C vessels, LPG carriers and/or containerships include the following:\n\n·\nthe number of newbuild orders and deliveries, which among other factors depend upon the ability of shipyards to meet contracted delivery dates and the ability of purchasers to finance such new acquisition;\n\n \n \n \n\n \n·\nthe extent of newbuild vessel deferrals;\n\n \n \n \n\n \n·\nthe scrapping rate of LNG/C vessels, LPG carriers and/or containerships;\n\n \n \n \n\n \n·\nnewbuild prices and LNG/C vessels, LPG carriers and/or containership owner access to capital to finance the construction of newbuilds;\n\n \n \n \n\n \n·\ncharter rates;\n\n \n \n \n\n \n·\nthe price of steel and other raw materials used in the manufacture of LNG/C vessels, LPG carriers and/or containerships;\n\n \n \n \n\n \n·\nchanges in environmental and other regulations and standards that may limit the profitability, operations or useful life of LNG/C vessels, LPG carriers and/or containerships;\n\n \n \n \n\n \n·\nthe number of LNG/C vessels, LPG carriers and/or containerships that are slow-steaming or extra slow-steaming to conserve fuel;\n\n \n \n \n\n \n·\nthe number of LNG/C vessels, LPG carriers and/or containerships that are off-charter and the number of vessels otherwise not in service (for example, as a result of vessel casualties);\n\n \n \n \n\n \n·\nport and canal congestion and closures;\n\n \n \n \n\n \n·\ndemand for fleet renewal;\n\n \n \n \n\n \n·\ntechnological advancements or changes in vessel design, propulsion, containment systems and vessel size; and\n\n \n \n \n\n \n·\nthreats and/or imposition of tariffs imposed on vessels constructed in certain nations, which could affect trade economics and profitability of commodities such as LNG, LPG and ammonia;\n\n \n \n13\n\n[Table of Contents](#TableOfContents)\n\n \n\nAn oversupply of vessel capacity may prolong or depress current charter rates and adversely affect our ability to charter our vessels at profitable rates or at all.\n\nThe LNG market has been at times characterized by an oversupply of LNG tonnage, mainly caused by delays in new LNG capacity coming on stream. In addition, newbuild vessel orders increased in 2018 through 2025, driven by the strengthening of charter rates and increasing expectations for long-term LNG supply and demand during that period. As a result, the LNG orderbook as of December 31, 2025, represented approximately 39% of the total on-the-water fleet capacity. A potential overhang of new vessels may cause LNG charter rates to be depressed.\n\nHistorically, the LPG carrier market has been cyclical with attendant volatility in profitability, charter rates and vessel values. The degree of charter rate volatility among different types of gas carriers has varied widely. Because many factors influencing the supply of, and demand for, LPG carrier capacity are unpredictable, the timing, direction and degree of changes in the LPG carriage market are also not predictable. The LPG carrier order book as of December 31, 2025 represented approximately 37% of the total on-the-water fleet capacity.\n\nIn the containership market, the containership order book as of December 31, 2025 represented approximately 34% of the total on-the-water fleet capacity. Deliveries of vessels ordered will increase the size of the on-the-water container fleet over the next two to three years, which might in turn create an overhang of container vessels and cause container charter rates to be depressed. An overhang of container vessels could also negatively affect our ability to successfully divest from our last legacy container vessel.\n\nAn oversupply of newbuild vessels or re-chartered or idle vessel capacity entering the market, combined with any decline in the demand for LNG/C vessels, LPG carriers or containerships, may depress charter rates and may decrease our ability to charter our vessels other than for reduced rates or unprofitable rates or to charter our vessels at all, which may materially and adversely affect our business, financial condition, results of operations, cash flows and ability to pay cash dividends and service or refinance our debt.\n\nA decrease in the level of export and import of goods, in particular from and to Asia, as a result of ongoing geopolitical tensions, trade protectionism, economic sanctions or other factors affecting global markets, including threats or imposition of tariffs or other trade barriers, could affect demand for shipping, resulting in a material adverse impact on our charterers’ business and, in turn, a material adverse impact on our business, financial condition, results of operations, cash flows and ability to pay cash dividends and service or refinance our debt.\n\nOur operations expose us to the risk that increased trade protectionism, trade embargoes or other economic sanctions or other factors affecting global markets adversely affect our business. Governments may turn to trade barriers to protect or revive their domestic industries in the face of foreign imports, thereby depressing the demand for shipping. Restrictions on imports, including in the form of tariffs, could have a major impact on global trade and demand for shipping.\n\nPolitical threats or actions by the U.S. administration, particularly those made by the current U.S. administration, to retaliate against international carbon levies on ships could negatively impact our competitive position. We have significantly invested in latest generation and more fuel-efficient vessels, anticipating favorable regulatory environments such as the European Union Emissions Trading System (“EU ETS”) and “FuelEU” maritime regulations. If these international carbon levies face successful opposition from the U.S. administration or if the EU responds by weakening or eliminating its own regulations due to geopolitical pressure, older and less efficient vessels could remain economically viable competitors to our latest generation and more fuel-efficient vessels, which could diminish the competitive advantage and financial returns anticipated from our investments in more environmentally friendly vessels.\n\n \n \n14\n\n[Table of Contents](#TableOfContents)\n\n \n\nOur containership is deployed on routes involving containerized trade in and out of emerging markets, and our charterers’ container shipping and business revenue may be derived from the shipment of goods from Asia tovarious overseas export markets, including the United States and Europe. In the United States, there is significant and increasing uncertainty regarding the future relationship between the United States and other exporting countries, including with respect to trade policies, treaties, government regulations and tariffs. Recent actions by the United States have created new restrictions on trade, including the imposition of significant new tariffs on its trading partners, and have increased the likelihood of changes to the United States’ commercial relationships with other exporting countries.\n\nBeginning in February 2025, the U.S. administration announced plans to raise the aggregate tariff rate on imports from China to 125%, with the possibility of further increases as tensions between the two countries escalate. In response, on April 9, 2025, China increased its duties on U.S. goods to 84%, up from 34%. The United States Trade Representative (“USTR”) also adopted a Section 301 action targeting China, imposing charges on Chinese-built vessels and on shipowners and operators linked to China, with such charges scheduled to rise in subsequent years. On October 24, 2025, the USTR commenced a separate Section 301 investigation into China’s performance under the Economic and Trade Agreement Between the Government of the United States of America and the Government of the People’s Republic of China.\n\nCollectively, these actions have the potential to reduce international trade flows, increase costs for maritime industry participants, and materially adversely affect our business, financial condition and operating results. Although the United States and China agreed to suspend the additional tariffs introduced in April 2025 effective May 14, 2025, there remains a risk that those tariffs could be reinstated or that new tariffs or restrictions could be imposed. Such policies, including, but not limited to, any reciprocal fees or restrictions targeting vessels built in Korea or Japan and/or operators of vessels built in Korea or Japan, including the Company, could materially adversely affect our business, financial condition, results of operations, cash flows and our ability to pay cash dividends and to service or refinance our debt.\n\nMore generally, the recent actions by the United States may trigger significant retaliatory actions by other countries, potentially resulting in a prolonged “trade war” that could negatively impact the LNG and LPG shipping markets and the market for exports of containerized goods. Such actions could lead to reduced international trade volumes, shifts in global trading patterns, and economic uncertainty. Specifically, tariffs and related restrictions could increase costs associated with LNG imports and exports, diminish the competitiveness of LNG relative to alternative energy sources, and potentially dampen global economic growth. A resultant global slowdown or recession could negatively impact energy demand, leading to decreased LNG consumption. This reduced demand may, in turn, adversely affect the volumes of LNG traded internationally, potentially leading to lower utilization rates of LNG/C vessels and exerting downward pressure on charter rates and asset values. Furthermore, such trade uncertainties or economic downturns may delay or disrupt final investment decisions (“FIDs”) for new liquefaction projects, as well as impact the completion and operation of projects that have recently taken FID or are currently under construction. For existing projects, it could lead to customers deciding not to move cargo and result in cargo shut-in. Any delays, cancellations, or reductions in planned liquefaction capacity which could have a material adverse effect on our business, financial condition, results of operations, cash flows and our ability to pay cash dividends and service or refinance our debt.\n\n \n \n15\n\n[Table of Contents](#TableOfContents)\n\n \n\nTrade protectionism may cause an increase in (i) the cost of goods exported from regions globally, particularly the Asia-Pacific region, (ii) the length of time required to transport goods and (iii) the risks associated with exporting goods. Such increases may reduce the quantity of goods to be shipped, shipping time schedules, voyage costs and other associated costs which may adversely affect the business of our charterers. In addition, the strengthening nearshoring trend, in which companies are reworking global supply chains to expand or relocate facilities closer to end-consumers, could result in decreased demand for ocean-going container vessels. Any reduction in or hindrance to the output of Asia-based exporters could have a material adverse effect on the growth rate of Asia’s exports and on our charterers’ business. Furthermore, the government of China has implemented economic policies aimed at increasing domestic consumption of Chinese-made goods and containing capital outflows. These policies may have the effect of reducing the supply of goods available for exports and the level of international trading and may, in turn, result in a decrease in demand for container shipping.\n\nOur business could be harmed by trade tariffs, as well as any trade embargoes or other economic sanctions by the United States or other countries against Russia, Iran and other countries in the Middle East, Asia or elsewhere as a result of terrorist attacks, hostilities or diplomatic or political pressures that limit trading activities with thosecountries. In particular, the ongoing conflict between Russia and Ukraine, and attendant sanctions imposed by the United States, the EU and other countries may also adversely impact our business, especially given Russia’s role as a major global exporter of crude oil and natural gas and the imposition of a price cap on Russian-origin oil announced by the U.S., EU and several other countries in December 2022. While reduced flow of Russian natural gas into Europe and the associated trade distortions have increased demand for LNG, the narrowing of the spread between European and Asian LNG prices could potentially continue to adversely affect the demand for LNG shipping and as a consequence could impair our ability to re-charter our LNG/C vessels after the expiration of their current charters. In addition, long term changes in trade patterns of LNG resulting from the conflict between Russia and Ukraine could adversely affect the demand for LNG shipping and impair our ability to re-charter our LNG/C vessels after the expiration of their current charters.\n\nAny new or increased trade barriers, trade embargoes or restrictions on trade could have an adverse impact on our charterers’ business, operating results and financial condition and could thereby affect their ability to make timely charter hire payments to us and to renew and increase the number of their time charters with us. Such adverse developments could in turn have a material adverse effect on our business, financial condition, results of operations, cash flows and our ability to pay cash dividends and service or refinance our debt.\n\nWorldwide inflationary pressures could negatively impact our results of operations and cash flows.\n\nRecently, worldwide economies have experienced persistent inflationary pressures, with price increases seen across many sectors globally, although inflationary pressures began to decrease modestly since 2023. For example, the U.S. consumer price index, an inflation gauge that measures costs across dozens of items, rose 2.7%, 2.9% and 3.4% in December 2025, December 2024 and December 2023, respectively, compared to the prior year. It remains to be seen whether inflationary pressures will continue, and to what degree, as central banks respond to slowing levels of inflation. If inflationary pressures persist, we may experience increases in our voyage, administrative and operating expenses, which we may not be able to pass on to our charterers. Furthermore, the effects of inflation on the supply and demand of the products we transport could alter demand for our services. Interventions in the economy by central banks in response to inflationary pressures may slow down economic activity, including by altering consumer purchasing habits and reducing demand for the commodities and products we carry, and cause a reduction in trade. As a result, the volumes of LNG, LPG and/or goods we deliver and/or charter rates for our vessels may be affected. Any of these factors could adversely affect our business, financial condition, results of operations, liquidity, cash flows and ability to pay cash dividends and service or refinance our debt.\n\n \n \n16\n\n[Table of Contents](#TableOfContents)\n\n \n\nLNG/C vessel, LPG carrier and container vessel values have historically been volatile. Vessel values may decrease and over time may fluctuate substantially, which may cause us to recognize losses if we sell our vessels, or record impairments and affect our ability to comply with our loan covenants or refinance our debt.\n\nThe market values of LNG/C, LPG carriers and container vessels have generally experienced high volatility. LNG/C, LPG carrier and container vessel values can fluctuate substantially over time due to a number of different factors, including:\n\n·\nprevailing economic and market conditions affecting the shipping industry (including the level of worldwide LNG and other gas, including LPG, ammonia and other petrochemicals production and exports);\n\n \n \n \n\n \n·\nreduced demand for vessels, including as a result of a substantial or extended decline in world trade;\n\n \n \n \n\n \n·\nsupply of vessels and capacity;\n\n \n \n \n\n \n·\ntypes, sizes and ages of vessels;\n\n \n \n \n\n \n·\nprevailing charter rates, the need to upgrade vessels as a result of charterer requirements and the cost of retrofitting or modifying existing ships to respond to technological advances in vessel design or equipment;\n\n \n \n \n\n \n·\nchanges in applicable environmental or other regulations or standards, including regulations or standards which relate to the reduction of greenhouse emissions;\n\n \n \n \n\n \n·\nprevailing newbuild prices for similar vessels;\n\n \n \n \n\n \n·\nprevailing demolition prices for similar vessels;\n\n \n \n \n\n \n·\navailability of capital for investment in vessels, including ship finance and public equity;\n\n \n \n \n\n \n·\nsupply of vessels in the market for sale, including mass disposals of vessels controlled by financing institutions, “fire sales” of vessels by some of our competitors or other fleet-owners that may be in distress, or commercial banks foreclosing on collateral from time to time;\n\n \n \n \n\n \n·\ncompetition from other shipping companies and the availability of other modes of transportation.\n\nIf the market values of our vessels deteriorate, we may be required to record an impairment charge in our financial statements. Furthermore, if a charter expires or is terminated, we may be unable to re-charter the vessel at an acceptable rate and, rather than continue to incur costs to maintain the vessel, we may seek to dispose of it. Our inability to dispose of one or more of our vessels at a reasonable price could result in a loss. A decline in the market value of our vessels could also lead to a default under our financing arrangements and limit our ability to service or refinance our debt and to obtain adequate financing to finance the delivery of the nine latest generation LNG/C vessels and nine LPG carriers we have agreed to acquire. If any of these circumstances were to happen, our business, financial condition, results of operations, cash flows and ability to pay dividends may be materially and adversely affected.\n\n \n \n17\n\n[Table of Contents](#TableOfContents)\n\n \n\nOur growth and our ability to charter our vessels depend on, among other things, our ability to expand relationships with existing charterers and develop relationships with new charterers, for which we will face substantial competition.\n\nThe process of obtaining new medium to long-term time charters or bareboat charters on our vessels, is highly competitive, generally involves an intensive screening process and competitive bids, and often extends for several months.\n\nCharters for vessels of the type we own are awarded based upon a variety of factors related to the vessel owner, including, among other things:\n\n·\nshipping industry relationships and reputation for charterer service and safety;\n\n·\nenvironmental, operational and safety track record;\n\n·\nvetting and audit approvals of the ship manager and vessel as part of charterers’ risk assessment processes (See also “*—Risks Related to Our Business and Operations—Our vessels’ present and future employment could be adversely affected by an inability to clear charterers’ risk assessment process.*”);\n\n·\nApplicable experience and quality of vessel operations, including cost effectiveness;\n\n·\nquality and experience of seafaring crew;\n\n·\nthe ability to finance vessels at competitive rates and the vessel owner’s financial stability generally;\n\n·\nrelationships with shipyards and the ability to get suitable berths;\n\n·\nconstruction management experience, including the ability to obtain on-time delivery of new vessels according to charterers’ specifications;\n\n·\nwillingness to accept operational risks under the charter, such as allowing termination of the charter for force majeure events; and\n\n·\ncompetitiveness of the bid in terms of overall price.\n\nCompetition for providing vessels for chartering purposes comes from a number of experienced shipping companies, including direct competition from other independent vessel owners and indirect competition from state-sponsored and other major entities with their own fleets. Some of our competitors have significantly greater financial resources than we do and can operate larger fleets and may be able to offer better charter rates. Furthermore, these markets are highly fragmented. Due in part to the highly fragmented market, competitors with greater resources could enter the LNG/C shipping, LPG carriage or container shipping industry and operate larger fleets through consolidations or acquisitions and may be able to offer lower charter rates than we are able to offer. Although we believe that no single competitor has a dominant position in the markets in which we compete, we are aware that certain competitors may be able to devote greater financial and other resources to their activities than we can, resulting in a significant competitive threat to us. This increased competition in the shipping markets in which we operate may cause greater price competition for time charters. As a result of these factors, we may be unable to expand our relationships with existing charterers or to develop relationships with new charterers on a profitable basis, if at all, which could harm our business, financial condition, results of operations, cash flows and ability to pay cash dividends and to service or refinance our debt.\n\n \n \n18\n\n[Table of Contents](#TableOfContents)\n\n \n\nIf a more active short-term or spot market develops, we may have more difficulty entering into medium- to long-term, fixed-rate time charters and our existing charterers may begin to pressure us to reduce our charter rates.\n\nOne of our principal strategies is to enter into medium- to long-term, fixed-rate time charters. As of the date of this annual report, our LNG/C vessels currently on-the-water are under medium to long-term time charters expiring at the earliest in 2026 (one carrier), 2028 (one carrier), 2029 (one carrier), 2031 (four carriers), 2032 (two carriers) and 2034 (three carriers). As of the date of this annual report, our container vessel is chartered for more than six years. On redelivery from their present charters, our vessels may operate in the short-term or spot market unless and until we are able to secure new medium- to long-term charters. As more vessels become available for the short-term or spot market, we may have difficulty entering into additional medium- to long-term, fixed-rate time charters for our vessels due to the increased supply of vessels and possibly lower rates in the spot market. See “—Risks Related to Our Industry—*An oversupply of vessel capacity may prolong or depress current charter rates and adversely affect our ability to charter our vessels at profitable rates or at all.*”\n\nIn recent years, global natural gas, LPG and crude oil prices have been volatile. Any decline in oil prices can depress natural gas and LPG prices and lead to a narrowing of the difference in pricing between geographic regions, which can adversely affect the length of voyages in the spot LNG and LPG shipping markets and the spot rates and medium-term charter rates for charters which commence in the near future. In addition, advances in LNG/C and LPG carrier technology may negatively impact our ability to charter our LNG/C vessels at attractive rates and may result in lower levels of utilization.\n\nOperating vessels in the spot market or being unable to re-charter vessels on long-term charters with similar or better rates may mean that our revenues and cash flows from these vessels will decline following the expiration of our current charters. This could have a material adverse effect on our business results or operations, cash flows and our ability to pay cash dividends and service or refinance our debt. In particular, a sustained decline in our charter rates and employment opportunities could adversely affect the market value of our vessels, on which certain ratios and financial covenants with which we are required to comply are based. A significant decline in the market value of our vessels could impact our compliance with covenants in our financing arrangements and, if the values are lower at a time when we are attempting to dispose of vessels, could cause us to incur a loss. See “*—LNG/C vessel, LPG carrier and container vessel values have historically been volatile. Vessel values may decrease and over time may fluctuate substantially, which may cause us to recognize losses if we sell our vessels, or record impairments and affect our ability to comply with our loan covenants or refinance our debt.*” above and *“—Risks Related to Our Business and Operations—We may not realize the benefits anticipated from our change in business focus to concentrate on the LNG/C market, the LPG carriage market and the wider energy transition gas market, which could adversely affect the value of our securities.” below.*\n\n \n \n19\n\n[Table of Contents](#TableOfContents)\n\n \n\nRISKS RELATED TO OUR BUSINESS AND OPERATIONS\n\nWe may not realize the benefits anticipated from the Newbuild LNG/C Vessels and the Gas Fleet that we have agreed to acquire, which could adversely affect the value of our securities.\n\nThe anticipated benefits from the acquisitions of the Under Construction Fleet are based on projections and assumptions about the impact of the additional vessels on our business, which may not materialize as expected or which may prove to be inaccurate. Our ability to achieve the anticipated benefits will depend on our ability to secure long-term charters at acceptable day rates for each vessel in our Under Construction Fleet. We may face challenges securing long-term charters for such vessels, including as a result of macroeconomic factors and changes to the global charter market (including the progress of development of large-scale markets for the carriage of low carbon ammonia and LCO2) and the relationships and reputations of our Managers in the shipping industry. If we are unable to secure long-term charters for such vessels, we may be unable to make required principal and interest payments on our financing arrangements. If we do not achieve the anticipated benefits from the acquisitions of the vessels in our Under Construction Fleet and our operating results and the value of our securities could be materially and adversely affected.\n\nWe may not realize the benefits anticipated from our change in business focus to concentrate on the LNG/C market, the LPG carriage market and the wider energy transition gas market, which could adversely affect the value of our securities.\n\nPursuant to the Umbrella Agreement, we have agreed with Capital Maritime and CGP LLC to change our business focus to concentrate on the LNG/C market. We also expect to focus on the LPG carriage market and the wider energy transition gas market, such as the carriage of low carbon ammonia and LCO2. Pursuant to the Umbrella Agreement, we also committed to explore the disposition of our container vessels and to abstain from acquiring additional container vessels. In connection with our intention to gradually divest from our container vessels, which we announced on November 13, 2023, we have sold or agreed to sell to unaffiliated third parties all of our legacy container carrier vessels, except for the M/V Itajai Express. While we have taken significant steps to change our business focus to concentrate on the LNG/C market, the LPG carriage market and the wider energy transition gas market, we can provide no assurances that we will not return to the container market or the dry bulk market, or that we will not explore additional shipping markets. We can also provide no assurances as to whether or when we will complete the disposition of our legacy container vessel. If we do not complete the disposition of the M/V Itajai Express, or if we otherwise do not concentrate our business focus on the LNG/C market, the LPG carriage market and the wider energy transition gas market, then we may not realize the benefits anticipated from the transactions contemplated by the Umbrella Agreement and the acquisition of vessels in our Under Construction Fleet and our operating results and the value of our common shares could be materially and adversely affected.\n\nThe anticipated benefits from our change in business focus are, necessarily, based on projections and assumptions about the growth of the LNG/C and LPG carriage markets and our ability to capitalize on LNG/C and LPG carriage market opportunities, as well as the development of large-scale markets for the carriage of low carbon ammonia and LCO2 and our ability to capitalize on opportunities in those markets, which may not materialize as expected or which may prove to be inaccurate. While we expect that both natural gas and LNG will play a key role in the energy transition, it is possible that the public perception of the environmental impact of LNG may change. In addition, while we expect that large-scale markets for the carriage of low carbon ammonia and LCO2 will develop, attitudes and trends with respect to environmental matters and the energy transition continue to evolve and we cannot forecast when such markets will develop or guarantee that such markets will develop. If our expectations about the growth of the LNG/C and LPG carriage markets, the role of LNG in the energy transition and the development of large-scale markets for the carriage of low carbon ammonia and LCO2 do not materialize or prove to be inaccurate, we may not realize the benefits anticipated from our change in business focus and our operating results and the value of our securities could be materially and adversely affected.\n\n \n \n20\n\n[Table of Contents](#TableOfContents)\n\n \n\nMarine transportation is inherently risky, and an incident involving significant loss of, or environmental contamination by, any of our vessels could harm our reputation and business.\n\nOur vessels and their cargoes are at risk of being damaged or lost because of events such as:\n\n·\nmarine disasters;\n\n·\nbad weather (including severe weather events resulting from climate change);\n\n·\nmechanical failures;\n\n·\ngrounding, fire, explosions and collisions;\n\n·\npiracy;\n\n·\nhuman error; and\n\n·\nwar and terrorism.\n\nAn accident involving any of our vessels could result in any of the following:\n\n·\nenvironmental damage;\n\n·\ndeath or injury to persons, or loss of property;\n\n·\ndelays in the delivery of cargo;\n\n·\nloss of revenues from, or termination of, charter contracts;\n\n·\ngovernmental fines, penalties or restrictions on conducting business;\n\n·\nhigher insurance rates;\n\n·\ndamage to our reputation and customer relationships generally; and\n\n·\nsubsequent vessel underperformance.\n\nAny of these results could have a material adverse effect on our business, financial condition, operating results and ability to pay cash dividends and to service or refinance our debt.\n\nPolitical and government instability can affect the industries in which we operate, which may adversely affect our business.\n\nWe conduct most of our operations outside of the United States, and our business, results of operations, cash flows, financial condition and ability to pay cash dividends and service or refinance our debt may be adversely affected by the effects of political instability, terrorist or other attacks, war or international hostilities. Terrorist attacks and the continuing response of countries to these attacks, as well as other current and future conflicts, contribute to world economic instability and uncertainty in global financial markets. Terrorist attacks and political instability could result in increased volatility of the financial markets in the United States and globally, and could negatively impact the U.S. and world economy, potentially leading to an economic recession. These uncertainties could also adversely affect our ability to obtain additional financing on terms acceptable to us or at all.\n\n \n \n21\n\n[Table of Contents](#TableOfContents)\n\n \n\nPolitical instability has also resulted in attacks on vessels, mining of waterways and other efforts to disrupt international shipping, particularly in the Arabian Gulf region. Acts of terrorism and piracy have also affected vesselstrading in regions such as the South China Sea and the Gulf of Aden off the coast of Somalia. Recently, militia attacks on commercial vessels in the Red Sea have occurred in connection with the conflict in the Middle East. Any such attacks could lead to, among other things, bodily injury or loss of life, vessel or other property damage and increased vessel operational costs, including insurance costs.\n\nFurthermore, our operations may be adversely affected by changing or adverse political and governmental conditions in the countries where our vessels are flagged or registered and in the regions where we otherwise engage in business. Our operations may also be adversely affected by expropriation of vessels, taxes, regulation, tariffs, trade embargoes, economic sanctions or a disruption of, or limit to trading activities, or other adverse events or circumstances in or affecting the countries and regions where we operate. Recent actions by the United States have created new restrictions on trade and increased the likelihood of changes to the relationship between the United States and other exporting countries and any further increase in trade barriers or restrictions on trade in the United States could adversely affect our operations.\n\nThe ongoing conflicts in the Middle East and between Russia and Ukraine may lead to further regional and international conflicts or armed action. In addition to the attacks in the Red Sea, the invasion of Ukraine has disrupted supply chains, caused instability in the global economy and added pressure to already rising inflation; these effects are likely to continue and possibly compound as the conflict remains ongoing. Economic sanctions levied on Russia, its leaders and on Russian oil and oil products may cause further global economic downturns, including additional increases in bunker costs, and the ongoing conflict could result in the imposition of further economic sanctions by the United States and the EU against Russia. While much uncertainty remains regarding the global impact of the conflict in Ukraine, it is possible that such tensions could adversely affect our business, financial condition, results of operation and cash flows. In 2025, Russian LNG exports accounted for approximately 7% of the global trade. Russian gas accounted for less than 13% of all natural gas consumed in Europe during 2025. Furthermore, it is possible that third parties with whom we have charter contracts may be impacted by events in Russia, Ukraine, and the Middle East, which could adversely affect our operations.\n\nActs of piracy or other attacks by paramilitary groups and/or militias on ocean-going vessels have continued and could adversely affect our business.\n\nActs of piracy have historically affected ocean-going vessels trading in regions of the world such as the South China Sea, the Indian Ocean, the Gulf of Aden off the coast of Somalia and the Red Sea. Although the frequency of sea piracy worldwide has decreased in recent years, sea piracy incidents continue to occur, particularly in the Gulf of Aden off the coast of Somalia and in the Gulf of Guinea. In addition, at the end of 2023 and throughout 2025, militia attacks on commercial vessels in the Red Sea occurred in connection with the conflict in the Middle East.\n\nIf these attacks result in regions in which our vessels are deployed being characterized by insurers as “war risk” zones or “listed areas”, premiums payable for insurance coverage for our vessels could increase significantly and such insurance coverage may be more difficult to obtain. In addition, crew costs, including costs which may be incurred due to the deployment of onboard security guards, could increase in such circumstances. While the use of security guards is intended to deter and prevent the hijacking of our vessels, it could also increase our risk of liability for death or injury to persons or damage to personal property. Although we believe we are adequately insured to cover loss attributable to such incidents, there is still a risk that such incidents may result in significant unrecoverable loss which could have a material adverse effect on us.\n\n \n \n22\n\n[Table of Contents](#TableOfContents)\n\n \n\n \n\nWe may not be able to grow our business, or to effectively manage our growth, which could negatively affect our competitiveness and financial condition.\n\nOur success depends on our ability to grow our business. The growth of our business depends upon a variety of factors, some of which we cannot control. These factors include, among other things:\n\n·\nour ability to:\n\n·\ncapitalize on opportunities in the markets in which we operate by fixing time or bareboat charters for our vessels at attractive rates;\n\n·\nobtain required financing and access to capital markets for new and existing operations;\n\n· \n\nidentify additional new markets;\n\n·\nidentify vessels and/or shipping companies for acquisitions;\n\n· \n\ncomplete accretive transactions;\n\n·\nintegrate any acquired businesses or vessels successfully with existing operations;\n\n·\ncomply with existing and new regulations, such as those imposed by the IMO and other national and supra national organizations; and\n\n· \n\nmaintain our commercial and technical management agreements with our Managers or other competent managers; and\n\n·\nthe ability of our Managers to hire, train and retain qualified personnel to manage, maintain and operate our business and fleet.\n\nWe may not be able to acquire newly built or secondhand vessels on favorable terms, which could impede our growth and negatively impact our financial condition and ability to pay cash dividends. We may not be able to contract for newbuilds or locate suitable vessels or negotiate acceptable construction or purchase contracts with shipyards and owners, or obtain financing for such acquisitions on economically acceptable terms, or at all.\n\nFailure to effectively identify, purchase, develop, employ and integrate any vessels or businesses could negatively affect our competitiveness, business, financial condition, results of operations, cash flows and our ability to pay cash dividends and service or refinance our debt.\n\n \n \n23\n\n[Table of Contents](#TableOfContents)\n\n \n\nCertain of our vessels may be under time charters at rates that are at a substantial premium to the spot and period markets, and our charterers’ failure to perform under these time charters could result in a significant loss of expected future revenues and cash flows.\n\nOur LNG/Cs and container vessel are each currently employed under medium-to-long-term time charters. Our LCO2 – HMG/C vessel is currently employed on a six month time charter with an option to extend by a further six months.\n\nGiven that the rates we charge to these charterers may at times be significantly higher than the underlying charter market, failure to perform by any of them could result in a significant loss of revenues, which may materially and adversely affect our business, financial condition, results of operation, cash flows and our ability to maintain cash dividends and service or refinance our debt. We could lose these charterers or the benefits of the charters if, among other things:\n\n·\nthe charterer is unable or unwilling to perform its obligations under the charters, including the payment of the agreed rates in a timely manner;\n\n·\nthe charterer faces, or continues to face, financial difficulties forcing it to declare bankruptcy, restructure its operations or default under the charters;\n\n·\nthe charterer fails to make charter payments because of its financial inability or its inability to trade our and other vessels profitably or due to the occurrence of losses due to the weaker charter markets;\n\n·\nthe charterer fails to make charter payments due to distress, disagreements with us or otherwise;\n\n·\nthe charterer seeks to renegotiate the terms of the charter agreements due to prevailing economic and market conditions or as a result of its continued poor performance;\n\n·\nthe charterer exercises certain rights to terminate the charters;\n\n·\n\n \n\nthe charterer terminates the charters because we fail to comply with the terms of the charters, the vessels are lost or damaged beyond repair, there are serious deficiencies in the vessels or prolonged periods of off-hire, or we default under the charters;\n\n·\na prolonged force majeure event affecting the charterer, including war or political unrest, prevents us from performing services for that charterer; or\n\n·\n\n \n\nthe charterer terminates the charters because we fail to comply with the safety and regulatory criteria of the charterer or the rules and regulations of various maritime organizations and bodies.\n\nIn the event we lose the benefit of the charters prior to their respective expiration date, we would have to re-charter the vessels at the then prevailing charter rates. If the charter market is depressed at such time, or when time charters for our vessels otherwise expire, we may be forced to re-charter our vessels at reduced or even unprofitable rates, or we may not be able to re-charter them at all, and our business, financial condition, results of operation, cash flows and ability to pay cash dividends and service or refinance our debt may be materially and adversely affected.\n\n \n \n24\n\n[Table of Contents](#TableOfContents)\n\n \n\nWe currently derive all of our revenues from a limited number of charterers and the loss of any charterer or charter could result in a significant loss of revenues and cash flows.\n\nWe have derived, and expect that we will continue to derive, all of our revenues and cash flows from a limited number of charterers. For the year ended December 31, 2025, our charterers who individually accounted for more than 10% of total revenues were BP Gas Marketing Limited (“BP”), Bonny Gas Transport Limited (“BGT”), Cheniere Marketing International LLP (“Cheniere”), Hartree Partners Power & Gas Company (UK) Limited (“Hartree”), and Qatar Energy Trading LLC (“Qatar Energy Trading”), who accounted for 18%, 16%, 14%, 10% and 10% of our revenues, respectively. We could lose a charterer, including charterers who individually account for more than 10% of our total revenues or the benefits of some or all of our charters, including in circumstances described above in “*—Certain of our vessels may be under time charters at rates that are at a substantial premium to the spot and period markets, and our charterers’ failure to perform under these time charters could result in a significant loss of expected future revenues and cash flows.”* A loss of any of our charterers could have a material adverse effect on our business, financial condition, results of operations, cash flows and our ability to pay cash dividends and service or refinance our debt.\n\nIf our charterers do not fulfill their obligations to us, or if they are unable to honor their obligations, our business, financial condition, results of operations, cash flows and ability to pay cash dividends and service or refinance our debt may be adversely affected.\n\nMany charterers are highly leveraged. A combination of factors, including, among other things, unavailability of credit, volatility in financial markets, overcapacity, competitive pressure, declines in world trade and depressed freight rates, have severely affected the financial condition of charterers in the past, and their ability to make charter payments, which resulted in a material increase in the credit and counterparty risks to which we were exposed and affected our ability to re-charter our vessels at competitive rates.\n\nIf one of our charterers defaults on its time charter with us for any reason, we may be unable to redeploy the vessel previously employed by such charterer on similarly favorable or competitive terms or at all. Also, we will incur expenses to maintain and insure the vessel, but will not receive any revenue if a vessel remains idle before being re-chartered.\n\nA number of our charterers are private companies and we may have limited access to their financial information, which may result in us having limited information on their financial strength and ability to meet their financial obligations.\n\nThe loss of our charterers or a decline in payments under our time charters could have a material adverse effect on our business, financial condition, results of operations, cash flows and our ability to pay cash dividends and service or refinance our debt.\n\n \n \n25\n\n[Table of Contents](#TableOfContents)\n\n \n\nWe mostly depend on our Managers, which are privately held companies, for the commercial and technical management of our fleet. If, for any reason, any of our Managers is unable to provide us with the necessary level of services to support and expand our business or qualify for long-term charters, our business, financial condition, results of operations, cash flows and our ability to pay cash dividends and service or refinance our debt may be materially affected.\n\nOur Managers are privately held companies and Capital-Containers and Capital-Gas Management are not part of the group of companies controlled by Capital Maritime. Under the arrangements we have with our Managers, they provide us with significant commercial and technical management services, including the commercial and technical management for all our vessels, class certifications, vessel maintenance, crewing, procurement, insurance and shipyard supervision, as well as administrative, financial and other support services. Please read “Item 4. Information on the Company—B. Business Overview—Our Management Agreements.” Accordingly, our operational success and ability to execute our growth strategy depend significantly upon our Managers’ satisfactory performance of these services. Furthermore, our success in securing new charters and expanding our relationships with charterers depends largely on our Managers’ reputation, relationships in the shipping industry and ability to qualify for long-term business with major charterers.\n\nIf our Managers’ reputation or industry relationships are harmed, justifiably or not, or if any of our Managers does not perform satisfactorily under our management agreements, our ability to renew existing charters upon their expiration, obtain new charters, successfully interact with shipyards during periods of shipyard construction constraints, obtain financing on commercially acceptable terms, access capital markets, or maintain satisfactory relationships with suppliers and other third parties may be materially affected.\n\nIf any of the above risks materializes, our business, financial condition, results of operations, cash flows and our ability to pay cash dividends and service or refinance our debt may be materially affected.\n\nThe fees and expenses we pay to our Managers for services provided to us are substantial, fluctuate, cannot be easily predicted and may reduce our cash available to pay dividends on our common shares.\n\nFees charged by our Managers and compensation for expenses and liabilities incurred on our behalf, as well as the costs associated with future dry-dockings or intermediate surveys on our vessels, can be significant. Accordingly, these fees and expenses may adversely affect our business, financial condition, results of operations, cash flows and our ability to pay cash dividends and service or refinance our debt.\n\nIn light of the floating fee structure of our management agreements, any increase in the costs and expenses associated with the provision of our Managers’ services, by reason, for example, of the condition and age of our vessels, costs of crews for our time chartered vessels and insurance, will be borne by us. Expenses incurred to manage our fleet depend upon a variety of factors, many of which are beyond our or our Managers’ control. Some of these costs, primarily relating to crewing, insurance and enhanced security measures, have increased in the past and may continue to increase. Rises in any of these costs, to the extent charged to us, will reduce our earnings, cash flows and the amount of cash available to pay dividends on our common shares.\n\n \n \n26\n\n[Table of Contents](#TableOfContents)\n\n \n\nOur vessels’ present and future employment could be adversely affected by an inability to clear charterers’ risk assessment process.\n\nShipping has been, and will remain, heavily regulated. Concerns for the environment have led charterers to develop and implement a strict ongoing due diligence process when selecting their commercial partners. This vetting process has evolved into a sophisticated and comprehensive risk assessment of both the vessel operator and the vessel, including physical ship inspections, completion of vessel inspection questionnaires performed by accredited inspectors and the production of comprehensive risk assessment reports. In the case of term charter relationships, in addition to factors discussed under “*—Our growth and our ability to charter our vessels depend on, among other things, our ability to expand relationships with existing charterers and develop relationships with new charterers, for which we will face substantial competition” the following factors may be considered when awarding such contracts, including:*\n\n·\noffice assessments and audits of the vessel operator;\n\n· \n\nthe operator’s environmental, health and safety record;\n\n·\ncompliance with the standards of the IMO;\n\n· \n\ncompliance with heightened industry standards;\n\n·\nshipping industry relationships, reputation for customer service, technical and operating expertise; and\n\n· \n\ncompliance with the charterer’s codes of conduct, policies and guidelines, including transparency, anti-bribery and ethical conduct requirements and relationships with third parties.\n\nShould our Managers not continue to successfully clear major charterers’ risk assessment processes on an ongoing basis, our vessels’ present and future employment, as well as our relationship with our existing charterers and our ability to obtain new charterers, whether medium- or long-term, could be adversely affected. Such a situation may lead to major charterers’ terminating existing charters and refusing to use our vessels in the future, which would adversely affect our business, financial condition, results of operations, cash flows and ability to pay cash dividends and service or refinance our debt.\n\nIf our vessels suffer damage due to the inherent operational risks of the shipping industry, we may experience unexpected dry-docking costs and delays or total loss of our vessels, which may adversely affect our business and financial condition.\n\nOur vessels and their cargoes are at risk of being damaged or lost because of events such as marine disasters, bad weather (including severe weather events resulting from climate change), business interruptions caused by mechanical failures, grounding, fire, explosions and collisions, human error, war, terrorism, piracy and other circumstances or events. LNG/C vessels and the Gas Fleet are inherently sophisticated vessels with complex equipment including dual fuel engines and generators, specialized tanks for maintaining the desired cargo temperature, reliquefication plants and other systems, which might need extensive repairs if they are damaged, underperform or fail. This may result in increased expenditures, off hire days and may affect our ability to perform under the conditions of our charter parties, which may in turn entitle our charterers to seek damages from us.\n\n \n \n27\n\n[Table of Contents](#TableOfContents)\n\n \n\nIf our vessels suffer damage, they may need to be repaired at a dry-docking facility. The costs of dry-dock repairs are unpredictable and may be substantial. We may have to pay dry-docking costs that our insurance does not cover in full. The loss of earnings while these vessels are being repaired and repositioned, as well as the actual cost of these repairs, may adversely affect our business and financial condition. In addition, space at dry-docking facilities is sometimes limited and not all dry-docking facilities are conveniently located. We may be unable to find space at a suitable dry-docking facility or our vessels may be forced to travel to a dry-docking facility that is not conveniently located to such vessels’ positions. The loss of earnings while these vessels are forced to wait for space or to travel to more distant dry-docking facilities may adversely affect our business and financial condition. Where the unexpected off-hire period exceeds the maximum allowed under the respective charter party, the charterer may elect to terminate the charter party. Furthermore, 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 negatively impact our business, financial condition, results of operations, cash flows and ability to pay cash dividends and service or refinance our debt.\n\nOur insurance may be insufficient to cover losses that may occur to our property or result from our commercial operations.\n\nThe operation of ocean-going vessels in international trade is inherently risky. Not all risks can be adequately insured against, and any particular claim upon our insurance may not be paid for any number of reasons. Claims covered by insurance are subject to deductibles and since it is possible that a large number of claims may arise, the aggregate amount of these deductibles could be material.\n\nA catastrophic marine disaster could exceed our insurance coverage. In addition, our insurance may be voidable by the insurers as a result of certain of our actions, such as our ships failing to maintain certification with applicable maritime self-regulatory organizations.\n\nWe may be unable to procure adequate insurance coverage at commercially reasonable rates or the insurance that may be available to us may be significantly more expensive than our existing coverage. For example, more stringent environmental regulations have led in the past to increased costs for, and may result in the lack of availability of, insurance against risks of environmental damage or pollution. Changes in the insurance markets attributable to terrorist attacks or a high-profile marine casualty may also make certain types of insurance more difficult for us to obtain. See “—*Acts of piracy or other attacks by paramilitary groups and/or militias on ocean-going vessels have continued and could adversely affect our business.*” Any uninsured or underinsured loss could harm our business, financial condition, results of operations, cash flows, and ability to pay cash dividends and service or refinance our debt.\n\nWe may be subject to funding calls by our protection and indemnity associations, and our associations may not have enough resources to cover claims made against them, resulting in potential unbudgeted supplementary liability to fund claims made upon them and unbudgeted cash-calls made upon us by the associations.\n\nCover for third-party liability incurred as a consequence of commercial operations is provided through membership in Protection & Indemnity (“P&I”) Associations. P&I Associations are mutual insurance associations members of which must contribute proportionately to cover losses sustained by all the association’s members who remain subject to calls for additional funds if the aggregate premiums are insufficient to cover claims submitted to the association. Claims submitted to the associations include those incurred by its members but also claims submitted by other P&I Associations under claims pooling agreements. The P&I Associations to which we belong may not remain viable, and we may become subject to additional funding calls which could adversely affect us.\n\n \n \n28\n\n[Table of Contents](#TableOfContents)\n\n \n\nThe crew employment agreements that manning agents enter into on behalf of our Managers may not prevent labor interruptions, and the failure to renegotiate these agreements or to successfully attract and retain qualified personnel may disrupt our operations and adversely affect our cash flows.\n\nOur success depends in part on our ability to attract and retain qualified personnel. The collective bargaining agreement between certain of our Managers and the Pan-Hellenic Seamen’s Federation, effective August 1, 2025, expires on July 31, 2026. This collective bargaining agreement may not prevent labor interruptions and is subject to renegotiation in the future. Although we believe that our relations with our employees are satisfactory, no assurance can be given that we will be able to successfully extend or renegotiate our collective bargaining agreement when it expires. If we fail to extend or renegotiate our collective bargaining agreement, if disputes with our union arise, or if our unionized workers engage in a strike or other work stoppage or interruption, we could experience a significant disruption of our operations, which could have a material adverse effect on our business, financial condition, results of operations, cash flows and ability to pay cash dividends and service or refinance our debt.\n\nIn crewing our vessels, we employ certain employees with specialized training who can perform physically demanding work. Competition to attract and retain qualified crew members is intense. If we are not able to attract and retain qualified personnel, it could have a material adverse effect on our business, financial condition, results of operations, cash flows and ability to pay cash dividends and service or refinance our debt.\n\nAs our fleet ages, the risks associated with older vessels could adversely affect our ability to obtain profitable charters, comply with debt covenants or raise financing. In addition, if we purchase and operate secondhandvessels, we may be exposed to increased operating costs and capital expenditure associated with new regulations, which could adversely affect our results of operations.\n\nOur fleet of 13 on-the-water vessels (excluding the M/V Buenaventura Express sold in January 2026) had a DWT weighted average age of approximately 3.2 years as of December 31, 2025. See “Item 4. Information on the Company—B. Business Overview—Our Fleet”. In general, the costs of maintaining 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. In addition, cargo insurance rates increase with the age of a vessel, making older vessels less desirable to charterers. Older vessels might also require higher capital expenditure to comply with regulations that came into force after their construction and their values might depreciate faster than more modern vessels. As a result, an aging fleet might affect our ability to remain in compliance with debt covenants and/or raise financing.\n\nIf we purchase secondhand vessels, we will not have the same knowledge about their condition as the knowledge we have about the condition of the vessels that were built for and operated solely by us. Generally, we will not receive the benefit of warranties from the builder for any secondhand vessel that we may acquire.\n\n \n \n29\n\n[Table of Contents](#TableOfContents)\n\n \n\nArrests of our vessels by maritime claimants could cause a significant loss of earnings for the related off-hire period.\n\nCrew 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 certain cases, maritime claimants may be entitled to a maritime lien against a vessel for unsatisfied debts, claims or damages of its manager. In many jurisdictions, a maritime lienholder may enforce its lien by “arresting” or “attaching” a vessel through foreclosure proceedings. In addition, in jurisdictions where the “sister ship” theory of liability applies, a claimant may arrest 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. In countries with “sister ship” liability laws, claims might be asserted against us or any of our vessels for liabilities of other vessels that we own. The arrest or attachment of one or more of our vessels could result in significant costs of discharging the maritime lien, loss of earnings for the related off-hire period and other expenses and negatively affect our reputation, which could negatively affect the market for our common shares and adversely affect our business, financial condition, results of operations, cash flows and ability to pay cash dividends and service or refinance our debt.\n\nGovernments could requisition our vessels during a period of war or emergency, resulting in loss of earnings.\n\nThe government of a vessel’s registry could requisition for title or seize our vessels. Requisition for title occurs when a government takes control of a vessel and becomes the owner. A government could also 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 war or emergency. Government requisition of one or more of our vessels could have a material adverse effect on our business, results of operations, cash flows, financial condition and ability to pay cash dividends and service or refinance our debt.\n\nIncreases in fuel prices could adversely affect our profits.\n\nWhen our vessels are trading on period charters, our charterers are responsible for the cost of fuel in the form of bunkers. However if we trade our vessels in the spot market or they are off-hire or during the vessels’ dry-docking, we are responsible for the cost of fuel consumed, which can be a significant vessel expense. Spot charter arrangements generally provide that the vessel owner, or pool operator where relevant, bear the cost of fuel. Because we do not, and do not intend to, hedge our fuel costs, an increase in the price of fuel beyond our expectations may adversely affect our profitability, cash flows and ability to pay cash dividends and service or refinance our debt. The price and supply of fuel is unpredictable and fluctuates as a result of events outside our control, including geo-political developments (such as the ongoing military conflicts in the Middle East and between Russia and Ukraine), supply and demand for oil and gas, actions by members of the Organization of the Petroleum Exporting Countries (also known as OPEC) and other oil and gas producers, war and unrest in oil producing countries and regions, regional production patterns and environmental concerns and regulations. Changes in the actual price of fuel at the time the charter is to be performed could result in the charter being performed at a significantly greater cost than originally anticipated and may result in losses or diminished profits.\n\n \n \n30\n\n[Table of Contents](#TableOfContents)\n\n \n\nIncreased competition in technology and innovation could reduce our charter hire income and the value of our vessels.\n\nThe charter 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. Determining a vessel’s efficiency includes considering its speed and fuel economy, while flexibility considerations include the ability to enter harbors, utilize related docking facilities and pass through canals and straits. Specifically for LNG/C vessels, technological developments in containment systems and reliquefaction technology could affect the value of the vessels as well as their commercial life, as is now demonstrated in the market with older generation vessels trading at a significant discount as compared to modern vessels. A vessel’s physical life is related to the original design and construction, maintenance and the impact of the stress of its operations. If new ship designs currently promoted by shipyards as being more fuel efficient perform as promoted, or if new vessels are built that are more efficient, or flexible, have increased capacity, or have longer physical lives than our current vessels, competition from these more technologically advanced vessels could adversely affect our ability to charter our vessels, the amount of charter-hire payments that we receive for our vessels once their current charters expire and the resale value of our vessels. This could adversely affect our ability to service our debt or pay cash dividends.\n\nIn addition, our LCO2 vessels are the first of their type and size to be produced and include technologies and equipment that are untested on this scale, including cargo tanks and other cargo system equipment. Moreover, other vessel designs for the LCO2 industry have offered medium and higher pressure solutions for the transportation of LCO2 compared to our LCO2 carriers, which are expected to operate using low pressure technology. There are no assurances that the low pressure technology to be included in our LCO2 vessels will work as expected and/or that it will prevail as a transportation standard in LCO2 shipping. If the technology and equipment included in our LCO2 vessels does not perform as expected or is not adopted by the LCO2 shipping industry, this could adversely affect our ability to charter our LCO2 vessels and the resale value of our vessels, which could adversely affect our ability to service our debt or pay cash dividends.\n\nWe rely on our ability to obtain required financing and access the financial markets to fund our replacement capital expenditures.\n\nReplacement capital expenditures are made in order to maintain our asset base and the income generating capacity of our fleet. We have in the past incurred substantial replacement capital expenditures. Replacement capital expenditures may vary over time as a result of a range of factors, including changes in:\n\n·\nthe value of the vessels in our fleet;\n\n·\nthe cost of our labor and materials;\n\n·\nthe cost and replacement life of suitable replacement vessels;\n\n·\ncustomer/market requirements;\n\n·\nthe age of the vessels in our fleet;\n\n·\ncharter rates in the market; and\n\n·\ngovernmental regulations, industry and maritime self-regulatory organization standards relating to safety, security or the environment.\n\n \n \n31\n\n[Table of Contents](#TableOfContents)\n\n \n\nWe account for maintenance capital expenditures required to maintain the operating capacity of our vessels, including any amortization of dry-docking costs associated with scheduled dry-dockings, as part of our operating costs, which are reflected in our operating income. As a result of this practice, we are reliant on our ability to obtain required financing and access the financial markets to fund our replacement capital expenditures from time to time. If this practice continues and external funding is not available to us for any reason, including as a result of efforts by central banks to address inflation, our ability to acquire new vessels or replace a vessel in our fleet to maintain our asset base and our income generating capacity may be significantly impaired, which would negatively affect our business, financial condition, results of operations, cash flows and ability to pay cash dividends and service or refinance our debt.\n\nIf we finance the purchase of any additional vessels or businesses we acquire through cash from operations, by increasing our indebtedness or by issuing debt or equity securities, our ability to make or increase our cash dividends may be diminished, our financial leverage could increase or our shareholders could be diluted. In addition, in connection with our Under Construction Fleet, we will be required to make significant installment payments to the shipyards for such vessels prior to their delivery and generation of any revenue.\n\nThe actual cost of a new vessel varies significantly depending on the market price charged by shipyards, the size and specifications of the vessel, whether a charter is attached to the vessel and the terms of such charter, governmental regulations and maritime self-regulatory organization standards. The total cost of a vessel is further increased by financing, construction supervision, vessel start-up and other costs.\n\nIf we enter into contracts for newbuilds directly with shipyards, we generally will be required to make installment payments prior to their delivery. We typically must pay between 5% and 10% of the purchase price of a vessel upon signing the purchase contract, even though delivery of the completed vessel will not occur until much later (approximately 18-36 months later for current orders), which could reduce cash available for dividends to shareholders. In connection with our Under Construction Fleet, as of the date of this Annual Report we expect to be required to pay an additional amount of $2,301.2 million to shipyards in pre-delivery and delivery installments.\n\nTo fund the acquisition of a vessel or a business or other related capital expenditures, we will be required to use cash from operations or incur borrowings or raise capital through the sale of debt or additional equity securities. For example, we issued 35,087,719 common units to finance a portion of the purchase price for the Umbrella Agreement Vessels. Even if we are successful in obtaining necessary funds, the terms of such financings could limit our ability to pay cash dividends to shareholders. Incurring additional debt may significantly increase our interest expense and financial leverage, and issuing additional equity securities may result in significant dilution to shareholders and would increase the aggregate amount of cash required to fund our quarterly dividends to shareholders, which could have a material adverse effect on our ability to increase or pay cash dividends. See also “*—Risks Related to Financing Activities.*”\n\nFailure of the scrubber, ballast water treatment equipment or other newly installed equipment and novel technologies to operate effectively could have a material adverse impact on our business, financial condition, results of operations, cash flows and ability to pay cash dividends and service or refinance our debt.\n\nAs of the date of this Annual Report, our container vessel is equipped with scrubbers and all of our vessels are equipped with ballast water treatment system (“BWTS”). Failure of the scrubber, BWTS equipment or other newly installed equipment and novel technologies to operate effectively after installation might affect our ability to comply with regulatory requirements and/or our charter party agreements, which could have a material adverse impact on our business, financial condition, results of operations, cash flows and ability to pay cash dividends and service or refinance our debt.\n\n \n \n32\n\n[Table of Contents](#TableOfContents)\n\n \n\nRISKS RELATED TO FINANCING ACTIVITIES\n\nWe may be harmed by any limitation in the availability of external funding. If we are unable to obtain required financing or access the capital markets, or our interest costs rise, we may be unable to grow or maintain our asset base, pursue other potential growth opportunities, pay cash dividends or service or refinance our debt.\n\nWe are reliant on our ability to obtain required financing and access the financial markets to operate and grow our business. Our ability to obtain financing or access capital markets to issue debt or equity securities may be limited by (i) our financial condition at the time of any such financing or issuance, (ii) adverse market conditions affecting the shipping industry, including weaker demand for, or increased supply of, LNG/C, LPG carrier and container vessels, whether as a result of general economic conditions or the financial condition of charterers and operators of vessels, (iii) weaknesses in the financial markets, (iv) restrictions imposed by our credit facilities, such as collateral maintenance requirements, which could limit our ability to incur additional secured financing and (v) other contingencies and uncertainties, which may be beyond our control. If we are unable to obtain additional financing or issue further equity or debt securities, our ability to fund current and future obligations may be impaired.\n\nIn addition, restrictions in the availability of credit supply, as well as higher interest rates resulting from efforts by central banks to address increased inflation, may result in higher interest costs, which would reduce our available cash for dividends. Any failure to obtain funds for necessary future capital expenditures, to grow our asset base or, in time, to refinance our existing indebtedness on terms that are commercially acceptable could have a material adverse impact on our business, financial condition, results of operations, cash flows and our ability to pay cash dividends and service or refinance our debt, and could cause the market price of our common shares to decline.\n\nIn 2019, a number of leading lenders to the shipping industry and other industry participants announced a global framework, referred to as the “Poseidon Principles”, by which financial institutions can assess the climate alignment of their ship finance portfolios, and additional lenders have subsequently announced their intention to adhere to such principles. In addition, the EU has introduced a set of criteria for economic activities which should be framed as “green”, called the EU Taxonomy. Based on the current version of the EU Taxonomy, companies that own assets shipping fossil fuels, including LNG/C vessels, are considered as not aligned with the EU Taxonomy. If our operations are considered as not aligned with the EU Taxonomy, it could result in an increase in the cost of capital and/or gradually reduced access to financing as a result of financial institutions’ compliance with EU Taxonomy. Accordingly, if the vessels in our fleet are deemed not to satisfy the emissions and other sustainability standards contemplated by the Poseidon Principles, the EU Taxonomy or other environmental, social and governance (ESG) standards required by lenders or investors, the availability and cost of bank or other financing for such vessels, or our business as a whole, may be adversely affected and as a result, our ability to obtain financing to fund capital expenditures, acquire new vessels or refinance our existing indebtedness might be limited.\n\nWe have incurred significant indebtedness, which could adversely affect our ability to finance our operations, refinance our existing indebtedness, pursue desirable business opportunities, successfully run our business or pay cash dividends.\n\nAs of December 31, 2025, our total debt from continuous operations was $2,369.9 million. Please also refer to “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Borrowings (Financing Arrangements).”\n\n \n \n33\n\n[Table of Contents](#TableOfContents)\n\n \n\nOur leverage and amounts required to service our debt and leasing obligations could have a significant impact on our operations, including the following:\n\n·\nprincipal amortization under our financing arrangements may restrict our ability to pay cash dividends to our shareholders, to manage ongoing business activities and to pursue new acquisitions, investments or capital expenditures;\n\n·\nour indebtedness will have the general effect of reducing our flexibility to react to changing business and economic conditions and, therefore, may pose substantial risks to our business and our shareholders;\n\n·\nin the event that we are liquidated, our creditors and creditors of our subsidiaries will be entitled to payment in full prior to any dividends to our shareholders; and\n\n·\nour ability to secure additional financing, or to refinance our existing financing arrangements, may be substantially restricted by the existing level of our indebtedness and the restrictions contained in them.\n\nWhile our leverage is significant, if future cash flows are insufficient to fund capital expenditures and other expenses or investments, we may need to incur further indebtedness. See “— Risks Related to Our Business and Operations—*We rely on our ability to obtain required financing and access the financial markets to fund our replacement capital expenditures.*”\n\nOur financing arrangements contain, and we expect that any new or amended credit facilities or other financing arrangements we may enter into will contain, restrictive covenants, which may limit our business and financing activities, including our ability to pay cash dividends.\n\nOperating and financial restrictions and covenants under our existing financing arrangements and any new financing arrangements we may enter into could adversely affect our ability to finance future operations or capital needs or to engage, expand or pursue our business activities. For example, our current financing arrangements require the consent of our lenders to, or limit our ability to, among other things:\n\n·\nincur or guarantee indebtedness;\n\n·\nmortgage, charge, pledge or allow our vessels to be encumbered by any maritime or other lien or any other security interest of any kind except in the ordinary course of business;\n\n·\nchange the flag, class or ownership of our vessels;\n\n·\nchange the commercial and technical management of our vessels;\n\n·\nsell or change the beneficial ownership or control of our vessels; and\n\n·\nsubordinate our obligations thereunder to any general and administrative costs relating to our vessels, including fees payable under our management agreement.\n\nOur existing financing arrangements also require us to comply with the International Safety Management Code and to maintain valid safety management certificates and documents of compliance at all times.\n\n \n \n34\n\n[Table of Contents](#TableOfContents)\n\n \n\nOur financing arrangements require us to comply with certain financial covenants:\n\n·\nto maintain minimum free consolidated liquidity of at least $0.5 million per collateralized vessel;\n\n·\nto maintain a ratio of EBITDA (as defined in each credit facility) to net interest expense of at least 2.00 to 1.00 on a trailing four quarter basis;\n\n·\nnot to exceed a specified maximum leverage ratio in the form of a ratio of total net indebtedness to (fair value adjusted) total assets of 0.75; and\n\n·\nto maintain a minimum security coverage ratio, usually defined as the ratio of the market value of the collateralized vessels or vessel and net realizable value of additional acceptable security to the respective outstanding amount under the applicable financing arrangement between 110% and 120%.\n\nOur financing arrangements prohibit the payment of dividends that are not in compliance with certain of these financial covenants or security coverage ratios or upon the occurrence of any other event of default.\n\nFurthermore, the Bonds we issued in July 2022 and October 2021 require us to (a) maintain a pledged Debt Service Reserve Account (the “DSRA”) with a minimum balance €100,000, (b) deposit to the DSRA an amount equal to 50% of any cash disbursements to our shareholders (e.g., dividends) exceeding $20.0 million per annum, capped at 1/3 of the par value of the Bonds outstanding at the time and (c) if our market value adjusted net worth (“MVAN”) falls below $300.0 million, to deposit to the DSRA the difference between the MVAN and $300.0 million (capped at 1/3 of the par value of the Bonds outstanding). The Bonds we issued in February 2026, require us to (a) maintain a separate pledged DSRA with a minimum balance €150,000, and (b) if our MVAN falls below $450.0 million, to deposit to the DSRA the difference between the MVAN and $450.0 million (capped at 1/3 of the par value of such Bonds).\n\nOur ability to comply with the covenants and restrictions contained in our financing arrangements may be affected by events beyond our control, including prevailing economic, financial and industry conditions, interest rate developments, changes in the funding costs of our financing institutions and changes in vessel earnings and asset valuations. If market or other economic conditions deteriorate, our ability to comply with these covenants may be impaired. If we are in breach of any of the restrictions, covenants, ratios or tests in our financing arrangements, or if we trigger a cross-default currently contained in our financing arrangements, we may be forced to suspend our dividends, a significant portion of our obligations may become immediately due and payable, and our lenders’ commitment (if any) to make further loans to us may terminate. We may not have, or be able to obtain, sufficient funds to make these accelerated payments. In addition, obligations under certain of our financing arrangements are secured by our vessels or through the ownership of the vessels, and if we are unable to repay, or otherwise default on, our obligations under our financing arrangements, the lenders could seek to take control of these assets.\n\nFurthermore, any contemplated vessel acquisitions will have to be at levels that do not impair the required ratios described above. Depressed shipping markets, lack of capital in the industry and prolonged overcapacity have an adverse effect on vessel values. If the estimated asset values of our vessels decrease, we may be obligated to prepay part of our outstanding debt in order to remain in compliance with the relevant covenants in our financing arrangements, which could have a material adverse effect on our business, financial condition, results of operations, cash flows and our ability to pay cash dividends and service or refinance our debt.\n\n \n \n35\n\n[Table of Contents](#TableOfContents)\n\n \n\nIf we are in breach of any of the terms of our financing arrangements, a significant portion of our obligations may become immediately due and payable. This could affect our ability to execute our business strategy or pay cash dividends.\n\nA default under our financing arrangements could result in foreclosure on any of our vessels and other assets secured or a loss of our rights as lessee under such arrangements. To the extent that our cash flows are insufficient to make required service payments under our financing arrangements or asset cover is inadequate due to a deterioration in vessel values, we will need to refinance some or all of the principal outstanding under our financing arrangements, replace it with alternate credit arrangements or provide additional security. We may not be able to refinance or replace our financing arrangements or provide additional security at the time they become due.\n\nIn the event we default under our financing arrangements or we are not able to refinance our existing indebtedness with new financing arrangements on commercially acceptable terms, or if our operating results are not sufficient to service current or future indebtedness, or to make relevant interest, principal or lease repayments if necessary, we may be forced to take actions such as reducing or eliminating dividends, reducing or delaying business activities, acquisitions, investments or capital expenditures, selling assets, restructuring or refinancing debt and leasing obligations, or seeking additional equity capital or bankruptcy protection. In addition, the terms of any refinancing or alternate financing arrangement may restrict our financial and operating flexibility and our ability to pay cash dividends.\n\nWe may not be able to reach agreement with our finance providers to amend the terms of the then existing financing arrangements or waive any breaches and we may not have, or be able to obtain, sufficient funds to make any accelerated payments which may cause our finance providers to seek to foreclose on the vessels in our fleet securing those financing arrangements, which could have a material adverse effect on our business, results of operations and financial condition and our ability to pay cash dividends.\n\nEvents of default under our financing arrangements include:\n\n·\nfailure to pay principal or interest when due;\n\n·\nbreach of certain undertakings, negative covenants and financial covenants contained in the financing arrangements, any related security document or guarantee, including failure to maintain unencumbered title to any of the vessel-owning subsidiaries and failure to maintain proper insurance;\n\n·\nany breach of the financing arrangements, any related security document or guarantee (other than breaches described in the preceding two bullet points) if, in the opinion of the lenders, such default is capable of remedy and continues unremedied following prior written notice of the lenders for a specified period;\n\n·\n\nany breach of representation, warranty or statement made by us in our financing arrangements or related security document or guarantee or the interest rate swap agreements (if any);\n\n·\na cross-default of our other indebtedness of $30.0 million or greater;\n\n·\n\nour inability, in the reasonable opinion of the lenders, to pay our debts when due;\n\n·\nany form of execution, attachment, arrest, sequestration or distress which has or is reasonably likely to have a “material adverse effect” (as such term is defined under our financing arrangements);\n\n·\n\nan event of insolvency or bankruptcy;\n\n \n \n36\n\n[Table of Contents](#TableOfContents)\n\n \n\n·\ncessation or suspension of our business or of a material part thereof;\n\n \n \n \n\n \n·\nunlawfulness, non-effectiveness or repudiation of any material provision of our financing arrangements, of any of the related finance and guarantee documents;\n\n \n \n \n\n \n·\nfailure of effectiveness of security documents or guarantee;\n\n \n \n \n\n \n·\n delisting of our common shares from the Nasdaq Global Select Market or on any other recognized securities exchange;\n\n \n \n \n\n \n·\ninvalidity of a security document in any material respect or if any security document ceases to provide a perfected first priority security interest;\n\n \n \n \n\n \n·\nfailure by key charter parties to comply with the terms of their charters to the extent that we are unable to replace the charter in a manner that meets our obligations under the financing arrangements;\n\n \n \n \n\n \n·\nany other event that occurs or circumstance that arises in light of which our finance providers under our financing arrangements reasonably consider that there is a significant risk that we will be unable to discharge our liabilities under our financing arrangements and related security or guarantee documents.\n\nIn addition, certain dealings in connection with sanctioned countries could trigger a mandatory prepayment event. See “—Regulatory Risks—*Our vessels may be chartered or sub-chartered to parties, or call on ports, located in countries that are subject to restrictions and sanctions imposed by the United States, the EU and other jurisdictions*.”\n\nAny future financing arrangement could have similar or more onerous restrictions. Please see “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Borrowings (Financing Arrangements)” for further information on our existing facilities.\n\nA rise in interest rates would result in increased interest expense, which would materially and adversely affect our financial condition and ability to pay cash dividends.\n\nWe are reliant on our ability to obtain required financing to operate and grow our business, including debt financing. As of December 31, 2025, $1,843.7 million out of our total debt from continuous operations of $2,369.9 million is floating rate debt, which means we pay interest on such debt at a margin on top of an agreed benchmark rate. Worldwide economies have experienced inflationary pressures in recent years, with an inflationary spike in 2022 and 2023. In response to inflationary pressures, central banks raised interest rates, which translated into elevated base interest rates that resulted in an increase to our interest expense on our existing floating rate debt. Although various central banks have reduced interest rates in response to reduced inflation throughout 2024 and 2025, inflation and interest rates remain at elevated levels compared to the period prior to 2022 and 2023. If central banks decide to increase interest rates, stop lowering interest rates, or interest rates otherwise increase significantly or remain at elevated levels, the increase in base rates and the resulting increase in our existing floating rate interest expense, as well as increases to the interest rates available to us on new financing arrangements we may pursue, could materially and adversely affect our financial condition and ability to pay cash dividends. See “*—We have incurred significant indebtedness, which could adversely affect our ability to finance our operations, refinance our existing indebtedness, pursue desirable business opportunities, successfully run our business or pay cash dividends.*” and “*—*Risks Inherent in an Investment in Us—*We cannot assure you that we will pay any dividends on our common shares.*”\n\n \n \n37\n\n[Table of Contents](#TableOfContents)\n\n \n\nREGULATORY RISKS\n\nOur vessels may be chartered or sub-chartered to parties, or call on ports, located in countries that are subject to restrictions and sanctions imposed by the United States, the EU and other jurisdictions.\n\nCertain countries, entities and persons are targeted by economic sanctions and embargoes imposed by the United States, the EU and other jurisdictions, and a number of those countries have been identified as state sponsors of terrorism by the U.S. Department of State. Such economic sanctions and embargo laws and regulations vary in their application with regard to countries, entities or persons and the scope of activities they subject to sanctions. These sanctions and embargo laws and regulations may be strengthened, relaxed or otherwise modified over time. In particular, sanctions imposed in relation to the Russian invasion of Ukraine have created significant disruptions in the global economy and in the shipping industry. While it is difficult to estimate the impact of the conflict and current or future sanctions on our business and financial position, these events and related sanctions could adversely impact our operations. In recent years, economic sanctions were imposed by the United States, the EU, the United Kingdom and a number of other countries on Russian financial institutions, businesses and individuals, as well as certain regions within the Donbas region of Ukraine. Certain of these sanctions have targeted Russia’s usage of and participation in maritime shipping. For example, the United Kingdom and the EU have introduced export restrictions, which capture the provision of maritime vessels and supplies to or for use in Russia. They have also imposed restrictions on providing financing, financial assistance, technical assistance and brokering or other services that would further the provision of vessels to or for use in Russia, including the provision of maritime navigation goods. Import bans of Russian energy products, such as coal, crude oil and refined petroleum products, and commodities, such as coal, iron, steel, plastics, cement and agricultural products including potash and fertilizer, have also been introduced by a number of jurisdictions. In addition, certain jurisdictions, such as Greece and the United States, have temporarily detained vessels suspected of violating sanctions. Countries, such as Canada, the United Kingdom and the EU member states, have also broadly prohibited Russian-affiliated vessels from entering their waters and/or ports. In light of the current regulatory and economic environment in the region, certain vessel operators have temporarily suspended shipping routes to and from Russia or have declined to engage in business with Russian-affiliated entities.\n\nThese bans and related trade sanctions have started to change trade patterns across the shipping industry and existing or future restrictions may affect our current or future charters. In the near term, we have seen, and expect to continue to see, increased volatility in the region due to these geopolitical events. In addition, the volatility of market prices for fuel and energy products have increased as a result of related supply disruptions from the war in Ukraine. While uncertainty remains with respect to the ultimate impact of the conflict, we have seen, and anticipate continuing to see, significant changes in trade flows. A reduction or stoppage of grain out of the Black Sea or cargoes from Russia has, and will continue to, negatively impact the markets in those areas. In addition, increased volatility in the price of fuel or energy commodities may increase or decrease the price of fuel used by our vessels and/or demand for LNG, LPG, ammonia or other goods we transport or expect to transport, each of which could affect our operations and liquidity. Due to their effect on the global market for LNG, LPG, ammonia or other goods we transport or expect to transport, current or additional sanctions could have a material adverse impact on our cash flows, financial condition and ability to pay cash dividends.\n\n \n \n38\n\n[Table of Contents](#TableOfContents)\n\n \n\nWe are mindful of the restrictions contained in the various economic sanctions programs and embargo laws administered by the United States, the EU and other jurisdictions that limit the ability of companies and persons from doing business or trading with targeted countries and persons and entities and our charter agreements include provisions that restrict trades of our vessels to countries or to sub-charterers targeted by economic sanctions unless such trades involving sanctioned countries or persons are permitted under applicable economic sanctions and embargo regimes. However, it is possible that the charterers of our vessels may violate applicable sanctions, laws and regulations, using our vessels or otherwise, and the applicable authorities may seek to review our activities as the vessel owner. Any violation of sanctions or embargoes could result in the Company incurring monetary fines, penalties or other sanctions. In addition, certain institutional investors may have investment policies or restrictions that prevent them from holding securities of companies that have contacts with countries or entities or persons within these countries that are identified by the U.S. government as state sponsors of terrorism. We are required to comply with such policies in order to maintain access to charterers and capital. Although we have various policies and controls designed to help ensure our compliance with these economic sanctions and embargo laws, it is nevertheless possible that third-party charterers of our vessels, or their sub-charterers, may arrange for vessels in our fleet to call on ports located in one or more sanctioned countries without our consent and in violation of their charter agreements.\n\nNew, or changes to existing, sanctions-related legislation or agreements may impact our business. Moreover, although we believe that we are in compliance with all applicable sanctions and embargo laws and regulations, and intend to maintain such compliance, the scope of certain laws may be unclear, may be subject to changing interpretations or may be strengthened or otherwise amended. Any violation of sanctions or engagement in sanctionable conduct could result in fines, sanctions or other penalties, and could negatively affect our reputation and result in some investors deciding, or being required, to divest their interest, or not to invest, in our common shares. As noted above, any such violation or conduct would trigger a mandatory payment event under our financing arrangements. Finally, future expansion of sanctions or the imposition of sanctions on other jurisdictions could prevent our vessels from making any calls at certain ports, which could have a negative impact on our business and results of operations.\n\nThe maritime transportation industry is subject to substantial environmental and other regulations and international standards, which have become stricter over time and which may significantly limit our operations, result in substantial penalties or increase our expenditures.\n\nOur operations are affected by extensive and increasingly stringent international, national and local environmental protection laws, regulations, treaties, conventions and standards in force in international waters, the jurisdictional waters of the countries in which our vessels operate, as well as the countries of our vessels’ registration. Many of these requirements are designed to reduce the risk of oil spills, limit air emissions and other pollution, and to reduce potential negative environmental effects associated with the maritime industry in general. Further legislation, or changes to existing legislation, conventions or standards applicable to international and national maritime trade is expected over the coming years relating to environmental matters. In particular, due to concerns over the risks associated with climate change, a number of countries and the IMO have adopted, or are considering the adoption of, regulatory frameworks to reduce greenhouse gas emission from ships. These regulatory measures may include the adoption of cap and trade regimes, carbon taxes, increased efficiency standards, operational limitations and incentives or mandates for renewable energy. See “Item 4. Information on the Company—B. Business Overview-Regulation” for more information on regulation applicable to our business.\n\n \n \n39\n\n[Table of Contents](#TableOfContents)\n\n \n\nEmissions of greenhouse gases from international shipping currently are not subject to the Kyoto Protocol to the United Nations Framework Convention on Climate Change, or any amendments or successor agreements and the Paris Agreement adopted under the United Nations Framework Convention on Climate Change in December 2015 did not include any restrictions or other measures specific to shipping emissions. However, maritime shipping has been included in the Emission Trading System (“ETS”) Directive as of 2024 with a phase-in period. As part of the phased approach shipping companies are required to surrender 40% of their 2024 emissions in 2025; 70% of their 2025 emissions in 2026; and 100% of their 2026 emissions in 2027. The person or organization responsible for the compliance with the ETS Directive will be the shipping company, defined as the shipowner or any other organization or person, such as the manager or the bareboat charterer, that has assumed the responsibility for the operation of the ship from the shipowner. To mitigate financial impacts, ETS cost clauses have been mandated, enabling shipping companies to contractually pass ETS Directive allowance costs onto commercial operators such as our charterers. Compliance with the ETS Directive will result in additional compliance and administration costs to properly incorporate the provisions of the ETS Directive into our business routines.\n\nIn addition, Regulation (EU) 2023/1805 on the use of renewable and low-carbon fuels in maritime transport (“FuelEU Maritime”), which forms part of the European Union’s “Fit for 55” package, introduces requirements to progressively reduce the greenhouse gas intensity of energy used on board vessels trading in the European Economic Area. The regulation imposes annual compliance obligations at vessel level, including potential penalties for non-compliance, as well as mechanisms such as banking, borrowing, and pooling of compliance balances. As with the EU ETS, the entity responsible for compliance is the shipping company, which may not always align with the party bearing the commercial cost of fuel consumption. Compliance with FuelEU Maritime is expected to increase operational complexity and may result in additional costs related to fuel selection, compliance management, verification, and potential penalties. While contractual mechanisms are being developed to allocate such costs to charterers, there can be no assurance that all such costs will be fully recoverable, which may adversely affect our financial condition and results of operations.\n\nThe IMO’s 2023 GHG Reduction Strategy and proposed Net-Zero Framework (“NZF”) set targets for the decarbonization of international shipping, including achieving net-zero greenhouse gas (“GHG”) emissions by around 2050 on a “well-to-wake” basis. The framework contemplates short-, medium-, and long-term measures to reduce emissions. The NZF is being developed as a proposed amendment to Annex VI of the MARPOL Convention, introducing a global fuel-intensity standard aimed at reducing GHG emissions per unit of transport work. It is expected to apply to vessels above 5,000 gross tonnage, which account for the majority of international shipping emissions, and is intended to promote lower-carbon fuels and technologies. At its 83rd session in April 2025, the IMO’s Marine Environment Protection Committee (“MEPC”) approved the NZF in principle. However, at an extraordinary session in October 2025, formal adoption was deferred following a vote to adjourn for 12 months. Discussions are expected to continue in 2026, alongside the development of implementation guidelines. If adopted, the NZF may impose obligations and result in additional costs for vessel owners and operators, including fuel-intensity requirements (potentially requiring technical upgrades, the use of alternative fuels, and/or operational changes) and compliance mechanisms such as the purchase compliance units or payment a carbon fee, which could increase operating costs. Vessels exceeding targets may receive tradable credits, subject to the final design of the system.\n\n \n \n40\n\n[Table of Contents](#TableOfContents)\n\n \n\nRegulatory requirements applicable to our operations can affect the resale value or useful lives of our vessels, increase operational costs, require a reduction in cargo capacity, ship modifications or operational changes or restrictions, decrease profitability, lead to decreased availability of insurance coverage for environmental risks or result in the denial of access to certain jurisdictional waters or ports, or detention in certain ports. Significant expenditures for the installation of additional equipment or new systems on board our vessels may be required in order to comply with existing or future environmental regulations. In addition, we may incur significant additional costs in meeting new maintenance, training and inspection requirements, in developing contingency arrangements for potential spills and in obtaining insurance coverage. Government regulation of vessels, particularly in the areas of safety and environmental requirements, can be expected to become stricter and require us to incur significant capital expenditure on our vessels to keep them in compliance, or even to scrap or sell certain vessels altogether. Among other things, any climate control legislation, or other regulatory initiatives that aim to reduce greenhouse gases emissions, may include increases in the pricing of greenhouse gas emissions, new reporting regulations, changes in legislation impacting existing products and services, costs of transitioning to lower-emission fuels and technologies, potential substitution or replacement of existing products and services, and stakeholder concerns and/or shifts in customer preferences which may have financial implications for our business and could lead us to retire existing vessels prior to the end of the their currently-anticipated useful lives.\n\nUnder local, national and foreign laws, as well as international treaties and conventions, we could incur material liabilities, including clean up obligations and natural resource damages, in the event that there is a release of petroleum or other hazardous substances from our vessels or otherwise in connection with our operations. We could also become subject to personal injury and property damage claims and natural resource damages relating to the release of, or exposure to, hazardous materials associated with our current or historic operations. Violations of or liabilities under environmental requirements also can result in substantial penalties, fines and other sanctions including, in certain instances, seizure or detention of our vessels.\n\nFurthermore, as a result of marine accidents, we believe that regulation of the shipping industry will continue to become more stringent and more expensive for us and our competitors. Future incidents may result in the adoption of even stricter laws and regulations. If stricter laws or regulations governing the shipping industry are enacted, including those governing environmental harm, marine accidents or competition rules, it could limit our operations or our ability to do business and could have a material adverse effect on our business, financial condition, operating results and ability to pay cash dividends and to service or refinance our debt.\n\n \n \n41\n\n[Table of Contents](#TableOfContents)\n\n \n\nCompliance with safety and other vessel requirements imposed by classification societies may be costly and could reduce our net cash flows and net income.\n\nThe hull and machinery of every commercial vessel must be certified as being “in class” by a classification society authorized by its country of registry. The classification society certifies that a vessel is safe and seaworthy in accordance with the applicable rules and regulations of the country of registry of the vessel and the Safety of Life at Sea Convention.\n\nA vessel must undergo annual surveys, intermediate surveys and special surveys. In lieu of a special survey, a vessel’s machinery may be placed on a continuous survey cycle, under which the machinery would be surveyed periodically over a five-year period. We expect our vessels to be on special survey cycles for hull inspection and continuous survey cycles for machinery inspection. Every vessel is also required to have its underwater parts inspected by class every two to three years, but for vessels subject to enhanced survey requirements and above 15 years of age, its underwater parts must be inspected in dry-dock.\n\nIf any vessel does not maintain its class or fails any annual, intermediate or special survey, the vessel, as per the International Association of Classification Societies (“IACS”) unified procedure for automatic suspension of class, will be dis-classed and will be unable to maintain insurance arrangements and trade between ports and will be unemployable, which could have a material adverse effect on our business, results of operations, cash flows, financial condition and ability to pay cash dividends and to service or refinance our debt.\n\nIncreased inspection procedures and tighter import and export controls could increase costs and disrupt our business.\n\nInternational shipping is subject to various security and customs inspection and related procedures in countries of origin and destination and trans-shipment points. Inspection procedures may result in the seizure of contents of our vessels, delays in the loading, offloading, trans-shipment or delivery and the levying of customs duties, fines or other penalties against us.\n\nIt is possible that changes to inspection procedures could impose additional financial and legal obligations on us. Changes to inspection procedures could also impose additional costs and obligations on our charterers and may, in certain cases, render the shipment of certain types of cargo uneconomical or impractical. Any such changes or developments may have a material adverse effect on our business, financial condition, results of operations, cash flows and ability to pay cash dividends and service or refinance our debt.\n\nThe smuggling of drugs or other contraband onto our vessels may lead to governmental claims against us.\n\nOur vessels call in ports throughout the world, and smugglers may attempt to hide drugs and other contraband on our 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 vessels, and whether with or without the knowledge of any of our crew, we may face governmental or other regulatory claims or penalties, which could have an adverse effect on our business, financial condition, results of operations, cash flows and ability to pay cash dividends and service or refinance our debt.\n\n \n \n42\n\n[Table of Contents](#TableOfContents)\n\n \n\nGENERAL RISK FACTORS\n\nWe rely on information systems to conduct our business, and failure to protect these systems against security breaches could have a material adverse impact on our business, financial condition, results of operations, cash flows and ability to pay cash dividends and service or refinance our debt.\n\nThe efficient operation of our business is dependent on information technology systems and networks, which are provided by our Managers. Our operations could be targeted by individuals or groups seeking to sabotage or disrupt our information technology systems and networks, or to steal data. A successful cyber-attack could materially disrupt our operations, including the safety or operation of our vessels, or lead to unauthorized release of information or alteration of information on our systems. Any such attack or other breach of our information technology systems could have a material adverse impact on our business, financial condition, results of operations, cash flows and ability to pay cash dividends and service or refinance our debt.\n\nWe could be adversely affected by violations of the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act and anti-corruption laws in other applicable jurisdictions.\n\nAs an international shipping company, we have operated and may operate in countries known to have a reputation for corruption. The U.S. Foreign Corrupt Practices Act of 1977 (the “FCPA”) and other anti-corruption laws and regulations in applicable jurisdictions generally prohibit companies registered with the U.S. Securities and Exchange Commission (the “SEC”) and their intermediaries from making improper payments to government officials for the purpose of obtaining or retaining business. Under the FCPA, companies registered with the SEC may be held liable for some actions taken by strategic or local partners or representatives. Legislation in other countries includes the U.K. Bribery Act, which became effective on July 1, 2011 and which is broader in scope than the FCPA.\n\nWe and our charterers may be subject to these and similar anti-corruption laws in other applicable jurisdictions. Failure to comply with such legal requirements could expose us to civil and/or criminal penalties, including fines, prosecution and significant reputational damage, all of which could materially and adversely affect our business, including our relationships with our charterers, results of operations, cash flows and ability to pay cash dividends and service or refinance our debt. Compliance with the FCPA, the U.K. Bribery Act and other applicable anti-corruption laws and related regulations and policies imposes potentially significant costs and operational burdens. Moreover, the compliance and monitoring mechanisms that we have in place, including our Code of Business Conduct and Ethics, which incorporates our anti-bribery and anti-corruption policy, may not adequately prevent or detect possible violations under applicable anti-bribery and anti-corruption legislation.\n\nThe United States has recently taken steps to temporarily pause enforcement of the FCPA for a period of 180 days and to assess and then adopt revised guidelines or policies governing investigations and enforcement actions under the FCPA. The Department of Justice subsequently issued the Criminal Division’s updated Guidelines for Investigations and Enforcement for the Foreign Corrupt Practices Act (FCPA) (“FCPA Enforcement Guidelines”) on June 9, 2025, thus announcing an early end to the enforcement pause. The FCPA Enforcement Guidelines emphasize that enforcement will align with U.S. economic interests and national security.\n\n \n \n43\n\n[Table of Contents](#TableOfContents)\n\n \n\nWe have incurred, and may continue to incur significant costs in complying with the requirements of the U.S. Sarbanes-Oxley Act of 2002. If management is unable to continue to provide reports as to the effectiveness of our internal control over financial reporting or our independent registered public accounting firm is unable to continue to provide us with unqualified attestation reports as to the effectiveness of our internal control over financial reporting, investors could lose confidence in the reliability of our financial statements, which could result in a decrease in the value of our common shares. We anticipate that we will continue to incur incremental general and administrative expenses as a publicly traded corporation.\n\nAs a publicly traded corporation, we are required to comply with the SEC’s reporting requirements and with corporate governance and related requirements of the U.S. Sarbanes-Oxley Act of 2002, the SEC and the Nasdaq Global Select Market (“Nasdaq”), on which our common shares are listed. Section 404 of the U.S. Sarbanes-Oxley Act of 2002 (“SOX 404”) requires that we evaluate and determine the effectiveness of our internal control over financial reporting on an annual basis and include in our reports filed with the SEC our management’s assessment of the effectiveness of our internal control over financial reporting and a related attestation of our independent registered public accounting firm. Capital Ship Management provides substantially all of our financial reporting and we depend on the procedures they have in place. If, in such future annual reports on Form 20-F, our management cannot provide a report as to the effectiveness of our internal control over financial reporting or our independent registered public accounting firm is unable to provide us with an unqualified attestation report as to the effectiveness of our internal control over financial reporting as required by SOX 404, investors could lose confidence in the reliability of our financial statements, which could result in a decrease in the value of our common shares.\n\nWe have and expect we will continue to have to dedicate a significant amount of time and resources to ensure compliance with the regulatory requirements of SOX 404. We will continue to work with our legal, accounting and financial advisors to identify any areas in which changes should be made to our financial and management control systems to manage our growth and our obligations as a public company. However, these and other measures we may take may not be sufficient to allow us to satisfy our obligations as a public company on a timely and reliable basis. If we have a material weakness in our internal control over financial reporting, we may not detect errors on a timely basis and our financial statements may be materially misstated. We have incurred and will continue to incur legal, accounting and other expenses in complying with these and other applicable regulations.\n\nWe anticipate that our incremental general and administrative expenses as a publicly traded corporation will include costs associated with annual reports to shareholders, tax returns, investor relations, registrar and transfer agent’s fees, incremental director and officer liability insurance costs and director compensation.\n\n \n \n44\n\n[Table of Contents](#TableOfContents)\n\n \n\nRISKS INHERENT IN AN INVESTMENT IN US\n\nA significant number of our common shares are held by the Marinakis family, including Mr. Evangelos M. Marinakis and Mr. Miltiadis E. Marinakis. The Marinakis family, and any other affiliates of Capital Maritime & Trading Corp., may favor their own interests in any vote by our shareholders.\n\nAs of the date of this Annual Report, the Marinakis family, including Mr. Evangelos M. Marinakis and Mr. Miltiadis E. Marinakis, may be deemed to beneficially own, in aggregate, 58.6% of the outstanding common shares of the Company (based on 60,113,445 common shares outstanding and excluding 871,061 common shares held in treasury), through Mr. Evangelos M. Marinakis’ beneficial ownership of Capital Maritime and Mr. Miltiadis E. Marinakis’ beneficial ownership of CGP LLC and Capital Gas.\n\nThe Capital Parties have entered into the Shareholders’ Agreement with us, which sets forth certain governance rights and other matters with respect to us. Pursuant to the Shareholders’ Agreement, until Capital Maritime and its affiliates cease to own at least 25% of the outstanding common shares, Capital Maritime and its affiliates will have the right to nominate three out of the eight directors to our board of directors. If the holdings of Capital Maritime and its affiliates fall below 25% but remain above 15% of the outstanding common shares, Capital Maritime and its affiliates thereafter will have the right to nominate two out of eight directors. If the holdings of Capital Maritime and its affiliates fall below 15% but remain above 5% of the outstanding common shares, Capital Maritime and its affiliates thereafter will have the right to nominate one out of eight directors. If the holdings of Capital Maritime and its affiliates fall below 5%, Capital Maritime thereafter will no longer have any rights to nominate directors.\n\nThe Marinakis family, including Mr. Evangelos M. Marinakis and Mr. Miltiadis E. Marinakis, have considerable influence on our corporate affairs and actions. For so long as the Marinakis family continues to beneficially own a majority of the outstanding common shares, then it will have enhanced rights to direct our affairs, including the ability to form a quorum at a meeting of shareholders and to approve certain acts of shareholders that require only a vote of a majority of shareholders present in person or by proxy at such meeting. The interests of other holders of our common shares may differ from the interests of the Marinakis family. Capital Maritime and its affiliates, including the Marinakis family, may favor their own interests in any vote by our shareholders.\n\nWe cannot assure you that we will pay any dividends on our common shares.\n\nDeclaration and payment of any dividend is subject to the discretion of our board of directors. Our dividend policy may be changed at any time, and from time to time, by the board of directors. The timing and amount of dividend payments to holders of our shares will depend on, among other things, shipping market developments and the charter rates we are able to negotiate when we charter our vessels, our cash earnings, financial condition and cash requirements, and could be affected by a variety of factors, including increased or unanticipated expenses, the loss of a vessel, required capital expenditures, reserves established by the board of directors, refinancing or repayment of debt, additional borrowings, compliance with the covenants in our financing arrangements, our anticipated future cost of capital, access to financing and equity and debt capital markets, including for the purposes of refinancing or repaying existing debt, asset valuations, other factors described in our filings with the SEC from time to time and the applicable provisions of Marshall Islands law.\n\nOur ability to pay cash dividends is also limited under Marshall Islands law. The Marshall Islands Business Corporations Act (the “MIBCA”) generally prohibits the declaration and payment of dividends other than from surplus (but in case there is no surplus, dividends may be declared or paid out of the net profits for the fiscal year in which the dividend is declared and for the preceding fiscal year) or while we are insolvent or if we would be made insolvent upon paying the dividend, or if the declaration or payment would be contrary to any restrictions contained in our Articles of Incorporation.\n\n \n \n45\n\n[Table of Contents](#TableOfContents)\n\n \n\nThe amount of cash we generate from our operations may differ materially from our profit or loss for the period, which will be affected by non-cash items. As a result, we might not pay dividends in certain periods even if we were to record a positive net income in those periods. Conversely, we may pay dividends during periods when we record losses.\n\nIn light of the factors described elsewhere in this Annual Report, there can be no assurance that we will pay any dividends on our common shares.\n\nNegative media coverage and public and judicial scrutiny relating to Mr. Evangelos M. Marinakis may adversely affect our reputation and operations, investor confidence and the trading price of our common shares.\n\nMr. Evangelos M. Marinakis is the chairman of Capital Maritime. In addition, as of the date of this Annual Report, the Marinakis family, including Mr. Evangelos M. Marinakis and Mr. Miltiadis E. Marinakis, may be deemed to beneficially own, in aggregate, 58.6% of the outstanding common shares of the Company (based on 60,113,445 common shares outstanding and excluding 871,061 common shares held in treasury), through Mr. Evangelos M. Marinakis’ beneficial ownership of Capital Maritime and Mr. Miltiadis E. Marinakis’ beneficial ownership of CGP LLC and Capital Gas.\n\nMr. Evangelos M. Marinakis holds significant other interests in Greece and abroad. Among other things, Mr. Marinakis is the principal owner among others, of Olympiacos, a Greek professional football team, and the Nottingham Forest Football Club in England. Mr. Marinakis also owns the Greek media company Alter Ego Media S.A.\n\nMr. Marinakis has been the subject of intense and at times negative media scrutiny in Greece and abroad and has been from time to time, and still is, the subject of judicial proceedings.\n\nGiven the relationships of Mr. Marinakis and certain members of his family with Capital Maritime and us described above, any past or future negative media coverage, public and judicial scrutiny or criminal proceedings in relation to Mr. Marinakis, regardless of the factual basis for the assertions being made or the final outcome of any investigation or proceeding, may affect the reputation and operations of Capital Maritime, as well as our reputation and operations. Such coverage, scrutiny and proceedings may also adversely impact investor confidence and the trading price of our common shares.\n\nCapital Maritime and its affiliates may compete with us.\n\nPursuant to the Umbrella Agreement, Capital Maritime granted the Company certain rights of first refusal over (i) transfers of LNG/C vessels owned by Capital Maritime to third parties, opportunities to order newbuild LNG/C vessels of which Capital Maritime becomes aware and employment opportunities for LNG/C vessels of which Capital Maritime becomes aware and (ii) transfers to third parties of two certain LCO2 carriers (which the Company has subsequently agreed to acquire as part of the Gas Fleet) and two certain ammonia carriers recently ordered by Capital Maritime and employment opportunities for such vessels. Please read “Item 4. Information on the Company—A. History and Development of the Company—Developments in 2024” for further information on the rights of first refusal granted by Capital Maritime pursuant to the Umbrella Agreement.\n\nHowever, Capital Maritime and its controlled affiliates still have significant ability to compete with us, which could harm our business.\n\nIn the Articles of Incorporation we renounced, to the fullest extent permitted by law, any interest or expectancy in, or right to be offered an opportunity to participate in, any business opportunity which may be a corporate opportunity for Capital Maritime or any of its affiliates (the “Identified Persons”) and us or our affiliates.\n\n \n \n46\n\n[Table of Contents](#TableOfContents)\n\n \n\nWe did not renounce our interest in any corporate opportunity (a) offered to any Identified Person if (i) such opportunity is expressly offered to such Identified Person solely in their capacity as a director or officer of ours, (ii) such Identified Person believed that we possessed, or would reasonably be expected to be able to possess, the resources necessary to exploit such opportunity and (iii) we or our subsidiaries are directly engaged in such business at the time such opportunity is offered to such Identified Person or (b) required to be offered to the us pursuant to the Umbrella Agreement.\n\nWe currently rely, and expect to continue to rely, solely on the services of officers provided to us pursuant to our executive services agreement with CGP LLC and who face conflicts in the allocation of their time to our business.\n\nOur board of directors has appointed officers of the Company who provide services to us pursuant to the Executive Services Agreement. These officers are not required to work full-time on our affairs and may also work for Capital Maritime and/or its affiliates. For example, our Chief Executive Officer, Chief Financial Officer and Chief Commercial Officer are also executive officers or employees of Capital Maritime, Capital Ship Management and/or their respective affiliates. Capital Maritime and our Managers each conduct substantial businesses and activities of their own in which we have no economic interest.\n\nAs a result, there could be material competition for the time and effort of our officers who also provide services to Capital Maritime, our Managers and/or their respective affiliates, which could have a material adverse effect on our business, financial condition, results of operations, cash flows and ability to pay cash dividends and service or refinance our debt.\n\nOur Articles of Incorporation and Bylaws contain provisions that may have the effect of discouraging, delaying or preventing a change of control or the removal of our current management.\n\nOur Articles of Incorporation and Bylaws contain provisions that may have the effect of discouraging, delaying or preventing a change of control, including a transaction that shareholders may consider favorable, or the removal of our current management. These provisions:\n\n·\nauthorize our board of directors to issue “blank check” preferred shares without shareholder approval;\n\n·\nlimit the persons who may call special meetings of shareholders;\n\n·\nestablish advance notice requirements for nominations for election to our board of directors or for proposing matters that can be acted on by shareholders at meetings of shareholders; and\n\n·\nprohibit us from engaging in a business combination with an interested shareholder for a period of three years following the time such shareholder became an interested shareholder, unless:\n\n·\nprior to such time, our board of directors approved either the business combination or the transaction which resulted in the shareholder becoming an interested shareholder;\n\n·\nupon consummation of the transaction which resulted in the shareholder becoming an interested shareholder, the interested shareholder owned at least 85% of our shares entitled to vote in the election of directors outstanding at the time the transaction commenced; or\n\n \n \n47\n\n[Table of Contents](#TableOfContents)\n\n \n\n \n\n·\nat or subsequent to such time the business combination is approved by our board of directors and authorized at an annual or special meeting of shareholders, and not by written consent, by the affirmative vote of at least 66-2⁄3% of the outstanding shares entitled to vote in the election of directors which are not owned by the interested shareholder, its affiliates or its associates.\n\nGenerally, an “interested shareholder” means any person (other than us and our subsidiaries) that is the owner of 15% or more of our shares entitled to vote in the election of directors, but excludes any such holder immediately upon the Effective Date, including the Capital Parties.\n\nOne effect of these provisions may be to affect the market price of our common shares.\n\nFuture sales of our common shares, including pursuant to our “at the market offering” program or as a result of the exercise of registration rights by certain of our shareholders, or the issuance of preferred shares, debt securities or warrants, could cause the market price of our common shares to decline.\n\nThe market price of our common shares could decline due to sales of a large number of shares, or the issuance of debt securities or warrants, in the market, or the perception that these sales could occur. These sales could also make it more difficult or impossible for us to sell equity securities in the future at a time and price that we deem appropriate to raise funds through future offerings of such equity securities.\n\nThe issuance by us of additional shares or other equity securities of equal or senior rank may have the following effects:\n\n·\nour shareholders’ proportionate ownership interest in us will decrease;\n\n·\nthe earnings per share and the per share amount of cash available for dividends on our shares could decrease;\n\n·\nthe relative voting power of each previously outstanding share may be diminished;\n\n·\nthe market price of the shares may decline; and\n\n·\nour ability to raise capital through the sale of additional securities at a time and price that we deem appropriate, could be impaired.\n\nOn January 27, 2025, we entered into an Open Market Sales AgreementSM (the “Sales Agreement”) with Jefferies LLC (“Jefferies”) under which we may offer and sell up to $75,000,000 of our shares from time to time through or to Jefferies acting as sales agent or principal. Sales of our common shares, if any, pursuant to the Sales Agreement will be made by any method that is deemed to be an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act. We cannot assure you at what price the offering of our shares in the future, if any, will be made but they may be offered and sold at a price significantly below the current trading price of our shares or the acquisition price of shares by shareholders and may be at a discount to the trading price of our shares at the time of such sale. Purchasers of the shares we sell, as well as our existing shareholders, will experience significant dilution if we sell shares at prices significantly below the price at which they invested. Holders of our shares have no preemptive rights that entitle such holders to purchase their pro rata share of any offering of shares of any class or series and, therefore, such sales or offerings could result in increased dilution to our shareholders. During the year ended December 31, 2025, we issued 9,466 new common shares pursuant to the Sales Agreement, resulting in net proceeds of $0.2 million after the payment of commission to Jefferies, but before offering expenses.\n\n \n \n48\n\n[Table of Contents](#TableOfContents)\n\n \n\nIn addition, we have entered into the Registration Rights Agreement with the Capital Parties and other parties, providing them with certain registration rights, including “demand” and “piggyback” registration rights with respect to the common shares. Sales of a substantial number of common shares pursuant to the Registration Rights Agreement could adversely affect the market price for the common shares and could impair our future ability to raise capital through an offering of our common shares.\n\nOur organization as a corporation under the laws of the Republic of the Marshall Islands may limit the ability of our shareholders to protect their interests.\n\nOur affairs are governed by our Articles of Incorporation, our Bylaws and the MIBCA. The provisions of the MIBCA resemble provisions of the business corporation laws of a number of states in the United States, most notably Delaware. The MIBCA also provides that, as it relates to nonresident corporation, such as us, it shall be applied and construed to make the laws of the Marshall Islands, with respect to the subject matter of the MIBCA, uniform with the laws of the State of Delaware and other states of the United States with substantially similar provisions, and that insofar as it does not conflict with the MIBCA, the non-statutory law (or case law) of the State of Delaware and such other states with substantially similar legislative provisions is adopted as the law of the Marshall Islands. However, there have been few judicial cases in the Republic of the Marshall Islands interpreting the MIBCA. For example, the rights and fiduciary responsibilities of directors and officers under the laws of the Republic of the Marshall Islands are not as clearly established as the rights and fiduciary responsibilities of directors and officers under statutes or judicial precedent in existence in certain U.S. jurisdictions. Although the MIBCA does specifically incorporate the non-conflicting non-statutory law, or judicial case law, of the State of Delaware and other states of the United States with substantially similar legislative provisions, our public 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 organized in a U.S. jurisdiction.\n\nAs a Marshall Islands corporation with principal executive offices in Greece and having subsidiaries in the Marshall Islands and other offshore jurisdictions such as Liberia, our operations may be subject to economic substance requirements, which could harm our business.\n\nWe are a Marshall Islands corporation with principal executive offices in Greece. Our subsidiaries are organized in the Marshall Islands, Liberia and Cyprus. The Marshall Islands has enacted economic substance regulations with which we may be obligated to comply. Regulations adopted in the Marshall Islands require certain entities that carry out particular activities to comply with an economic substance test whereby the entity must show that it (i) is directed and managed in the Marshall Islands in relation to that relevant activity, (ii) carries out core income-generating activity in relation to that relevant activity in the Marshall Islands (although it is being understood and acknowledged by the regulators that income-generated activities for shipping companies will generally occur in international waters) and (iii) having regard to the level of relevant activity carried out in the Marshall Islands has (a) an adequate amount of expenditures in the Marshall Islands, (b) adequate physical presence in the Marshall Islands and (c) an adequate number of qualified employees in the Marshall Islands.\n\nIn addition, certain jurisdictions have enacted or may enact economic substance laws and regulations with which we may be obligated to comply. If we fail to comply with our obligations under any such laws and regulations, including the Marshall Islands regulations, we could be subject to financial penalties and disclosure of information to foreign tax officials, or could be struck from the register of companies, in related jurisdictions. Any of the foregoing could be disruptive to our business and could have a material adverse effect on our business, financial condition and operating results.\n\n \n \n49\n\n[Table of Contents](#TableOfContents)\n\n \n\nIt may not be possible for investors to enforce U.S. judgments against us.\n\nWe are organized under the laws of the Republic of the Marshall Islands, as are most of our subsidiaries. Most of our directors and the officers of CGP LLC who provide services to us pursuant to the Executive Services Agreement, as well as most of the directors and officers of our subsidiaries, are residents of countries other than the United States. Substantially all of our assets and those of our subsidiaries are located outside the United States. As a result, it may be difficult or impossible for U.S. investors to serve process within the United States upon us or to enforce judgment upon us for civil liabilities in U.S. courts. In addition, you should not assume that courts in the countries in which we or our subsidiaries are incorporated or organized or where our assets or the assets of our subsidiaries are located (1) would enforce judgments of U.S. courts obtained in actions against us or our subsidiaries based upon the civil liability provisions of applicable U.S. federal and state securities laws or (2) would impose, in original actions, liabilities against us or our subsidiaries based upon these laws.\n\nAs a “foreign private issuer”, we are exempt from certain otherwise applicable SEC and Nasdaq requirements, which may result in less protection than is accorded to investors under rules applicable to domestic U.S. issuers.\n\nWe are a Marshall Islands corporation. As a foreign private issuer, we are not required to comply with all of the rules that apply to listed U.S. corporation. In particular, our status as a foreign private issuer exempts us from compliance with certain SEC rules and regulations and certain of Nasdaq’s regulations, including the proxy rules, the short-swing profits recapture rule of Section 16 of the Exchange Act, certain rules relating to disclosure regarding executive compensation, and certain governance requirements such as independent director oversight over the nomination of directors and executive compensation. In addition, we are not required under the Exchange Act to file current reports and financial statements with the SEC as frequently or as promptly as U.S. domestic companies whose securities are registered under the Exchange Act and we are generally exempt from filing quarterly reports with the SEC. Although we have generally chosen to comply with most of Nasdaq’s corporate governance rules as though we were a U.S. corporation, including those relating to the independence of the members of our board of directors and its committees, we could decide not to comply with them. These exemptions and leniencies reduce the frequency and scope of information and protections to which you are otherwise entitled as an investor and perceptions about the actual or possible reduction in the frequency and scope of information and protections to which our investors are entitled could materially and adversely affect the market price of our common share.\n\nTAX RISKS\n\nIn addition to the following risk factors, you should read “Item 10. Additional Information—E. Taxation” below for a more detailed discussion of the expected material U.S. federal and non-U.S. income tax considerations relating to us and the ownership and disposition of our shares.\n\nU.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. shareholders.\n\nA foreign entity taxed as a corporation for U.S. federal income tax purposes will be treated as a “passive foreign investment company” (a “PFIC”) for U.S. federal income tax purposes if (x) at least 75% of its gross income for any taxable year consists of certain types of “passive income,” or (y) at least 50% of the average value of the entity’s assets produce or are held for the production of those types of “passive income.” For purposes of these tests, “passive income” includes dividends, interest, gains from the sale or exchange of investment property, and rents and royalties other than rents and royalties that 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 does not constitute “passive income.” U.S. persons who own shares of a PFIC are subject to a disadvantageous 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.\n\n \n \n50\n\n[Table of Contents](#TableOfContents)\n\n \n\nBased on our current and projected method of operation, we believe that we are not currently a PFIC and we do not expect to become a PFIC in the future. We intend to treat our income from spot and time-chartering activities as non-passive income, and the vessels engaged in those activities as non-passive assets, for PFIC purposes. However, no assurance can be given that the Internal Revenue Service (the “IRS”) or a United States court will accept this position, and there is accordingly a risk that the IRS or a United States court 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 there were to be changes in our assets, income or operations. See “Item 10. Additional Information—E. Taxation—Material U.S. Federal Income Tax Considerations—U.S. Federal Income Taxation of U.S. Holders—PFIC Status and Significant Tax Consequences.”\n\nWe may have to pay tax on United States source income, which would reduce our earnings.\n\nUnder the Internal Revenue Code of 1986, as amended (the “Code”), 50% of the gross shipping income of a vessel-owning or chartering corporation that is attributable to transportation that either begins or ends, but that does not both begin and end, in the United States is characterized as U.S. source shipping income and such income generally is subject to a 4% U.S. federal income tax without allowance for deduction, unless that corporation qualifies for exemption from such tax under Section 883 of the Code. We believe that we and our controlled subsidiaries that are treated as corporations for U.S. federal income tax purposes (and which themselves comply with certain substantiation, reporting and other requirements) will qualify for this statutory tax exemption, and we will take this position for U.S. federal income tax return reporting purposes. See “Item 10. Additional Information—E. Taxation-Material U.S. Federal Income Tax Considerations—The Section 883 Exemption”. However, there are factual circumstances, including some that may be beyond our control, which could cause us to lose the benefit of this tax exemption. Therefore, we can give no assurances that the IRS will not take a different position regarding our qualification, or the qualification of any of our relevant subsidiaries, for this tax exemption.\n\nIf we or our relevant subsidiaries are not entitled to this exemption under Section 883 of the Code for any taxable year, we or our relevant subsidiaries generally would be subject for those years to a 4% U.S. federal gross income tax on our U.S.-source shipping income (specifically, 50% of our gross shipping income that is attributable to transportation that either begins or ends, but that does not both begin and end, in the United States). The imposition of this taxation could have a negative effect on our business and would result in decreased earnings available for distribution to our shareholders.\n\nOur diverse lines of business may have an impact on our tax treatment in the countries in which we operate, which could result in a significant negative impact on our earnings and cash flows from operations.\n\nWe are an international company that conducts business throughout the world. Tax laws and regulations are highly complex and subject to interpretation. Consequently, a change in tax laws, treaties or regulations, in the interpretation thereof or in the applicability thereof in and between countries in which we operate, could result in a materially high tax expense or higher effective tax rate on our worldwide earnings, and such change could be significant to our financial results.\n\nNew tax laws and regulations are currently being adopted by many jurisdictions pursuant to the Base Erosion and Profit Shifting Project (“BEPS”) to set up an international framework to combat tax avoidance. In January 2019, the Organization for Economic Co-operation and Development (the “OECD”) announced the Pillar One and Pillar Two frameworks. Pillar One reallocates certain residual profits of multinational enterprises to market jurisdictions where goods or services are used or consumed. Pillar Two, also referred to as the Global Anti-Base Erosion Rules (the “GloBE Rules”), operates to impose a minimum tax rate of 15% calculated on a jurisdictional basis. More than 130 countries have signed on to the GloBE Rules released in December 2021 that, among other provisions, give the countries the right to “tax back” profit that is currently taxed below the minimum 15% rate.\n\n \n \n51\n\n[Table of Contents](#TableOfContents)\n\n \n\nIf any tax authority successfully challenges our operational structure or the taxable presence of our key subsidiaries in certain countries, or if the terms of certain income tax laws or treaties are interpreted in a manner that is adverse to our structure, or if we lose a material tax dispute in any country, our effective tax rate on our worldwide earnings from our operations could increase substantially and our earnings and cash flows from these operations could be materially adversely affected.\n\nWe and our subsidiaries may be subject to taxation in the jurisdictions in which we and our subsidiaries conduct business. Such taxation would result in decreased earnings. Our shareholders are encouraged to consult their own tax advisors concerning the overall tax consequences of the ownership of our shares arising in a shareholder’s particular situation under United States federal, state, local and foreign law."}