{"url_path":"/sec/ccec/10-k/2026/item-4","section_key":"item-4","section_title":"Item 4 Information on the Company.","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":20898,"has_tables":true,"body_markdown":"Item 4.\nInformation on the Company.\n\nA. \n\nHistory and Development of the Company\n\nWe were originally formed on January 16, 2007 as a limited partnership named “Capital Product Partners L.P.” under the laws of the Marshall Islands. We completed our initial public offering in April 2007. On the Effective Date, we converted into a corporation named “Capital Clean Energy Carriers Corp.” organized under the laws of the Marshall Islands. We maintain our principal executive headquarters at 3 Iassonos Street, Piraeus, 18537 Greece and our telephone number is +30 210 4584 950. Our registered address in the Marshall Islands is Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960. The name of our registered agent at such address is The Trust Company of the Marshall Islands, Inc. Our website address is www.capitalcleanenergycarriers.com. The SEC maintains an internet website at www.sec.gov that contains reports and other information regarding issuers, including us, that file electronically with the SEC. The information contained on, or that can be accessed through these websites is not part of, and is not incorporated into, this Annual Report.\n\nDevelopments in 2025 and up to the filing of this Annual Report\n\nVessel Acquisitions and Advances for Vessels Under Construction\n\nOn January 5, 2026, we took delivery of the LCO2 – HMG/C Active. The LCO2 – HMG/C Active is the first vessel in our Gas Fleet to be delivered to the Company and is the world’s first 22,000 CBM low-pressure LCO2 carrier. The vessel commenced a six-month charter transporting LPG with Geogas Trading SA (“Geogas”), with an option to extend the charter for an additional six months. The acquisition of the LCO2 – HMG/C Active was financed with $29.4 million of cash on hand and a 12-year loan of $48.9 million. The loan is repayable in 48 quarterly instalments of approximately $0.6 million, with a balloon payment of $18.0 million payable with the final instalment in December 2037. The Company may borrow an additional amount of up to $7.5 million if the vessel secures long term employment.\n\nOn December 29, 2025, we announced an investment in three latest technology LNG/C vessels to be built at Hyundai for a total contract price of $769.5 million, with expected deliveries in the third quarter of 2028 and the first quarter of 2029. In addition to $37.0 million that we have paid to-date, we expect to pay an additional amount of $707.0 million to Hyundai in pre-delivery and delivery installments.\n\nAs of the date of this Annual Report, our Under Construction Fleet consists of nine Newbuild LNG/C Vessels and nine Gas Fleet vessels that have not yet been delivered to the Company. A summary of the vessels comprising the Under Construction Fleet is as follows:\n\n \n \n52\n\n[Table of Contents](#TableOfContents)\n\n \n\nVessel Type\n\nHull No.\n\nCBM\n\nEstimated Delivery Date\n\nAmount paid to Capital Maritime and/or Shipyard (in millions of United States Dollars)*\n\nLiquefied Natural Gas Carrier\n8198\n174,000\nJun-2026\n$27.0\n\nLiquefied Natural Gas Carrier\n8199\n174,000\nJun-26\n27.0\n\nLiquefied Natural Gas Carrier\n8202\n174,000\nJul-26\n113.3\n\nLiquefied Natural Gas Carrier\n8203\n174,000\nNov-26\n113.3\n\nLiquefied Natural Gas Carrier\n8206\n174,000\nFeb-27\n81.8\n\nLiquefied Natural Gas Carrier\n8207\n174,000\nMar-27\n81.8\n\nLiquefied Natural Gas Carrier\n8327\n174,000\nAug-28\n12.3\n\nLiquefied Natural Gas Carrier\n8328\n174,000\nJan-29\n12.3\n\nLiquefied Natural Gas Carrier\n8329\n174,000\nFeb-29\n12.3\n\nMedium Gas Carrier\n8424\n45,000\nJun-26\n31.2\n\nMedium Gas Carrier\n8425\n45,000\nSep-26\n31.2\n\nMedium Gas Carrier\n8426\n45,000\nFeb-27\n23.4\n\nMedium Gas Carrier\n8427\n45,000\nMay-27\n23.4\n\nMedium Gas Carrier\nS1111\n40,000\nMar-27\n16.3\n\nMedium Gas Carrier\nS1112\n40,000\nJul-27\n16.3\n\nLCO2 – Handy Multi Gas Carrier**\n8399\n22,000\nApr-26\n34.0\n\nLCO2 – Handy Multi Gas Carrier\n8404\n22,000\nSep-26\n30.6\n\nLCO2 – Handy Multi Gas Carrier\n\n8405\n\n22,000\n\nNov-26\n\n30.6\n\n**Total**\n \n \n \n\n**$** **718.3**\n\n*\nAs of the date of this Annual Report.\n\n**\nVessel acquired pursuant to the rights of first refusal granted by Capital Maritime to the Company under the Umbrella Agreement.\n\nSee “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources” for details of our commitments relating to our Under Construction Fleet.\n\nFinancing Arrangements\n\n*BGN Joint Venture*\n\nOn April 15, 2026, we announced a joint venture arrangement with BMarine Shipping Investment FZCO (“BMarine”), an affiliate of global energy trader the BGN Group. Pursuant to the joint venture arrangement, we have agreed to sell the LNG/C Amore Mio I to BM Capital HoldCo LLC (the “BGN JV”), a newly formed Marshall Islands limited liability company in which we hold a 51% interest and BMarine holds the remaining 49%, for a purchase price of $230.0 million. In connection with the transaction, the LNG/C Amore Mio I will be chartered to BGN INT DMCC, an affiliate of BGN Group, under a 10-year time charter, with two three-year extension options exercisable by the charterer. Expected aggregate revenues under the charter are approximately $485.6 million if all extension options are exercised, with the charter period extending through 2043. We expect to close the transaction in the first quarter of 2027, at which time the existing financing on the vessel will be refinanced.\n\n*The 2025 – LCO2 – HMG/Cs Active, Alkimos Credit Facility*\n\nOn September 30, 2025, the vessel-owning companies of the LCO2 – HMG/C Active (delivered in January 2026) and M/V Alkimos (Hull - 8404; under construction) entered into a new credit facility (the “2025 – LCO2 – HMG/Cs Active, Alkimos Credit Facility”) with the purpose of partially financing the deliveries of the vessels from the shipyard. The Company is acting as a parent guarantor. The following table presents an analysis of the main terms of the credit facility:\n\n**All amounts presented in the table below are expressed in millions of United States Dollars**\n\n**Vessel Names**\n**Vessel Type**\n**CBM**\n**Actual or Scheduled Delivery**\n**Financing Amount**\n**Quarterly Instalment**\n**Balloon**\n**Duration in years**\n\n \n \n \n \n**Base**\n**Increased***\n**Base**\n**Increased***\n**Base**\n**Increased***\n \n \n\nActive & Alkimos\nLCO2 – HMG/C\n22,000\nQ1 & Q3 2026\n101.7\n117.3\n1.3\n1.5\n37.5\n43.2\n12.0\n\n*\nIncreased amount if long term employment is secured\n\n**\n\n \n \n53\n\n[Table of Contents](#TableOfContents)\n\n \n\nOn December 30, 2025, the Company drew down the amount of $44.5 million and a further $4.4 million was drawn on January 5, 2026 to partly finance the delivery of the LCO2 – HMG/Cs Active.\n\n*The 2025 CMBFL-MG/C*\n\nOn August 13, 2025, the vessel-owning companies of all six of our DF MGC vessels in our Under Construction Fleet, entered into six separate sale and lease back agreements with subsidiaries of the CMB Financial Leasing Co., Ltd (“CMBFL”) (collectively, the “2025 CMBFL-MG/C”) for the purpose of partially financing deliveries of the vessels from the shipyard. The vessels include the M/T Aristogenis (Hull - 8424), M/T Aridaios (Hull - 8425), M/T Aratos (Hull - 8426), M/T Agenor (Hull - 8427) (each, 45,000 CBM, DF LPG, Hyundai Mipo Dockyard Co. Ltd., South Korea), and M/T Andrianos (Hull – S1111) and M/T Anios (Hull – S1112) (each, 40,000 CBM, DF LPG, Nantong CIMC Sinopacific Offshore & Engineering Co. Ltd, PRC). The following table presents an analysis of the main terms of the sale and leaseback agreements:\n\n**All amounts presented in the table below are expressed in millions of United States Dollars**\n\n**Vessel Name**\n**Vessel Type**\n**CBM**\n**Scheduled Delivery**\n**Financing Amount**\n**Quarterly Instalment**\n**Balloon**\n**Duration in years**\n\n \n \n \n \n**Base**\n**Increased***\n**Base**\n**Increased***\n**Base**\n**Increased***\n \n \n\nAristogenis\nMG/C\n45,000\nQ2 2026\n54.7\n66.4\n0.7\n0.8\n35.5\n43.2\n7.0\n\nAridaios\nMG/C\n45,000\nQ3 2026\n54.7\n66.4\n0.7\n0.8\n35.5\n43.2\n7.0\n\nAratos\nMG/C\n45,000\nQ1 2027\n54.7\n66.4\n0.7\n0.8\n35.5\n43.2\n7.0\n\nAgenor\nMG/C\n45,000\nQ2 2027\n54.7\n66.4\n0.7\n0.8\n35.5\n43.2\n7.0\n\nAndrianos\nMG/C\n40,000\nQ1 2027\n45.7\n55.5\n0.6\n0.7\n29.7\n36.1\n7.0\n\nAnios\nMG/C\n40,000\nQ3 2027\n45.7\n55.5\n0.6\n0.7\n29.7\n36.1\n7.0\n\n*\nIncreased amount if long term employment is secured\n\n**\n\n*The 2025*– *LCO2 Amadeus, Athenian Credit Facility*\n\nOn June 26, 2025, the vessel-owning companies of two LCO2 – HMG/C vessels in our Under Construction Fleet, namely the M/V Amadeus (Hull - 8399) and the M/V Athenian (Hull - 8405), entered into a new credit facility (the “2025 – LCO2 Amadeus, Athenian Credit Facility”) to partially finance the deliveries of the vessels from the shipyard. The Company is acting as a parent guarantor. The following table presents an analysis of the main terms of the credit facility:\n\n**All amounts presented in the table below are expressed in millions of United States Dollars**\n\n**Vessel Names**\n**Vessel Type**\n**CBM**\n**Actual or Scheduled Delivery**\n**Financing Amount**\n**Quarterly Instalment**\n**Balloon**\n**Duration in years**\n\n \n \n \n \n**Base**\n**Increased***\n**Base**\n**Increased***\n**Base**\n**Increased***\n \n \n\nAmadeus & Athenian\nLCO2 – HMG/C\n22,000\nQ2 & Q4 2026\n101.7\n117.3\n1.3\n1.5\n76.3\n88.0\n5.0\n\n*\nIncreased amount if long term employment is secured\n\n**\n\n*Issuance of €250.0 Million Unsecured Bonds*\n\nOn February 25, 2026, CCEC issued €250.0 million of senior unsecured bonds to investors in Greece (the “2026 Bonds”). The 2026 Bonds mature in February 2033 and have a coupon of 3.75%, payable semi-annually. The trading of the 2026 Bonds on the Athens Stock Exchange commenced on February 26, 2026. The proceeds of the 2026 Bonds will be used to refinance the outstanding €150.0 million of unsecured bonds issued by CPLP PLC in 2021 (the “2021 Bonds”), as well as to partially fund our capital expenditures and support our working capital needs. We estimate the expenses related to the offering of the 2026 Bonds to be approximately €7.5 million. In April 2026 we repaid the outstanding €150.0 million unsecured bond issued in 2021.\n\n \n \n54\n\n[Table of Contents](#TableOfContents)\n\n \n\n*Cross-currency swap agreements*\n\nIn connection with the issuance of the 2026 Bonds, the Company entered into three cross-currency swap agreements (“Swap Agreements”) starting on February 25, 2026:\n\n·\nWith the first Swap Agreement the Company exchanges €83.0 million with $97.8 million paying fixed annual rate of 5.11%;\n\n·\nWith the second Swap Agreement the Company exchanges €83.0 million with $97.8 million paying fixed annual rate of 5.11%; and\n\n·\nWith the third Swap Agreement the Company exchanges €84.0 million with $99.0 million paying fixed annual rate of 5.10%.\n\n*Dividend Reinvestment Plan*\n\nOn June 10, 2025, we announced a Dividend Reinvestment Plan (“DRIP”). The DRIP is open to our existing shareholders and investors who will become our shareholders in the future outside of the DRIP. During the year ended December 31, 2025, the Company issued 761,074 common shares under the DRIP at an average price of $21.60 per share, net of issuance costs. During the year ended December 31, 2025, we recognized deferred offering expenses of $0.2 million relating to the DRIP.\n\n*Sales Agreement with Jefferies*\n\nOn January 27, 2025, we entered into the Sales Agreement, under which we may sell, from time to time through Jefferies, as our sales agent, new common shares having an aggregate offering amount of up to $75.0 million as part of our ATM Program. We intend to use the net proceeds from the sales of new common shares, after deducting the sales agent’s commissions and our offering expenses, for general corporate purposes, which may include, among other things, the acquisition of new vessels, the repayment or refinancing of all or a portion of our outstanding indebtedness and funding of working capital requirements or capital expenditures. As of 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\nVessel Disposals\n\nOn October 29, 2025, we entered into a memorandum of agreement with a third party for the sale of the M/V Buenaventura Express (142,411 DWT / 13,696 TEU, hybrid scrubber-fitted, eco container vessel, built 2023, Hyundai Samho Industries Co. Ltd, South Korea). The vessel was delivered to its new owner on January 19, 2026.\n\nOn August 7, 2025, we entered into a memorandum of agreement with a third party for the sale of the M/V Manzanillo Express (142,411 DWT / 13,312 TEU, hybrid scrubber-fitted, eco container vessel, built 2022,* *Hyundai Samho Industries Co. Ltd, South Korea). The vessel was delivered to its new owner on October 6, 2025.\n\nOn January 10, 2025 and March 10, 2025, respectively, we delivered the M/V Hyundai Privilege and M/V Hyundai Platinum (each 63,010 DWT/ 5,023 TEU container vessel, built 2013 by Hyundai Heavy Industries Co., Ltd., S. Korea) to a third party pursuant to two agreements for the sales of the container vessels that we entered into on September 12, 2024.\n\nSee “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Borrowings (Financing Arrangements)” below for information regarding our financing arrangements.\n\n \n \n55\n\n[Table of Contents](#TableOfContents)\n\n \n\n*Board Changes*\n\nOn August 8, 2025, we announced that Mr. Abel Rasterhoff has determined to resign from his functions effective upon the commencement of the annual meeting of shareholders of the Company. To fill the seat vacated by Mr. Abel Rasterhoff, Mr. Martin Houston was nominated by the Nominating Committee of the board of directors and the board of directors for election to serve as director from the 2025 annual meeting of shareholders until the 2026 annual meeting of shareholders or until a successor is duly elected and qualified or until his earlier death, resignation, disqualification or removal. At the Company’s annual meeting of shareholders on September 22, 2025, Mr. Martin Houston was elected to the Company’s board of directors to serve until the 2026 annual meeting of shareholders or until a successor is duly elected and qualified or until his earlier death, resignation, disqualification or removal.\n\nIn March 2026, Mr. Martin Houston was appointed as Chairman of the board of directors with Keith Forman moving to a new role as Vice-Chairman of the board of directors.\n\nDevelopments in 2024\n\nConversion and Name Change\n\nOn the Effective Date, the Partnership completed its conversion from a Marshall Islands limited partnership to a Marshall Islands corporation in accordance with a Plan of Conversion pursuant to which, among other things:\n\n·\nthe Partnership converted from a Marshall Islands limited partnership previously named “Capital Product Partners L.P.” to a Marshall Islands corporation named “Capital Clean Energy Carriers Corp.”;\n\n·\neach of the common units of the Partnership outstanding as of immediately prior to the Effective Date was converted into one common share, par value $0.01 per share, of the Company; and\n\n·\nthe 348,570 General Partner units of the Partnership and all of the incentive distribution rights of the Partnership, in each case, outstanding as of immediately prior to the Effective Date, were converted into an aggregate of 3,500,000 common shares.\n\nFollowing the Conversion, Capital Maritime, together with its affiliates CGP LLC and Capital Gas beneficially owned approximately 59.0% of the outstanding common shares of the Company (based on 58,387,313 common shares then outstanding and excluding 1,551,061 common shares then held in treasury).\n\nThe Conversion and the Name Change were approved by the conflicts committee and our board of directors and we obtained unitholder approval for the Conversion and related actions by written consent of Capital Maritime and its affiliates, which hold a majority of our outstanding common units, pursuant to Section 13.11 of our former Second Amended and Restated Agreement of Limited Partnership.\n\nFollowing the Conversion on the Effective Date, common units ceased to trade on Nasdaq and common shares commenced trading on Nasdaq under the name “Capital Clean Energy Carriers Corp.” with the ticker symbol “CCEC”.\n\nVessel Acquisitions and Advances for Vessels Under Construction\n\nPursuant to the Umbrella Agreement, we have acquired from Capital Maritime the shares of the vessel-owning companies of the following Umbrella Agreement Vessels.\n\n·\nOn June 28, 2024, we took delivery of the LNG/C Apostolos. The vessel commenced a charter for 10.5 years with Jera, who maintain an option to extend by an additional three years. In addition to a deposit of $30.2 million, which was paid upon the closing of the Umbrella Agreement and netted against the amount due from Capital Maritime pursuant to the Standby Purchase Agreement (as defined below), the vessel acquisition was financed with $77.5 million cash at hand, a new senior secured bridge loan facility for an amount of $192.0 million and a drawdown of $2.3 million under the unsecured seller’s credit in an amount up to $220.0 million issued by Capital Maritime to the Company on November 13, 2023 in connection with the Umbrella Agreement to finance a portion of the purchase price for the Umbrella Agreement Vessels (the “Seller’s Credit”). The bridge facility was repaid upon the drawdown of a $240.0 million Japanese operating lease with a call option (a “Jolco”) on July 16, 2024, with escalating amortization, an eight-year term and a balloon payment of $166.8 million due in July 2032.\n\n \n \n56\n\n[Table of Contents](#TableOfContents)\n\n \n\n·\nOn June 5, 2024, we took delivery of the LNG/C Aktoras. The vessel commenced a seven-year bareboat charter with BGT, who maintain an option to extend by an additional three years. In addition to a deposit of $31.1 million, which was paid upon the closing of the Umbrella Agreement and netted against the amount due from Capital Maritime pursuant to the Standby Purchase Agreement, the vessel acquisition was financed with a drawdown of $39.9 million under the Seller’s Credit and a new senior secured loan facility for an amount of $240.0 million, repayable in 28 equal quarterly installments of $3.3 million and a balloon payment of $149.0 million together with the final quarterly installment in June 2031.\n\n·\nOn May 31, 2024, the Company took delivery of the LNG/C Assos. The vessel commenced a ten-year time charter with Tokyo Gas. In addition to a deposit of $27.7 million, which was paid upon the closing of the Umbrella Agreement and netted against the amount due from Capital Maritime pursuant to the Standby Purchase Agreement, the vessel acquisition was financed with $9.3 million cash at hand and $240.0 million of a Jolco, with escalating amortization, an eight-year term and a balloon payment of $164.4 million due in May 2032.\n\n·\nOn January 2, 2024, the Company took delivery of the LNG/C Axios II. After initially trading under short-term time charters, the vessel has since commenced a seven-year bareboat charter with BGT. BGT maintains an option to extend the charter by an additional three years. In addition to a deposit of $31.4 million, which was paid upon the closing of the Umbrella Agreement and netted against the amount due from Capital Maritime pursuant to the Standby Purchase Agreement, the vessel acquisition was financed by a new senior secured loan facility in the amount of $190.0 million with a duration of seven years from the acquisition of the vessel and a draw down of $92.6 million under the Seller’s Credit.\n\nWe expect to close the remaining acquisitions of each of the vessel-owning companies of the Umbrella Agreement Vessels that have not been delivered to the Company upon each vessel’s delivery from Hyundai. The remaining purchase price with respect to each Umbrella Agreement Vessel will be paid upon delivery of such vessel and closing of the applicable Vessel SPA. The remaining Umbrella Agreement Vessels are expected to be delivered to the Company by 2027.\n\nOn June 3, 2024, we announced an investment in the Gas Fleet for a total amount of $756.0 million, with expected deliveries between the first quarter of 2026 and the third quarter of 2027. On June 17, 2024, and upon entry into 10 separate share purchase agreements with Capital Maritime, we paid to Capital Maritime $74.7 million to acquire 100% of the equity interests in each of the vessel-owning companies of each of the vessels in the Gas Fleet, representing advances made to the shipyards by Capital Maritime under certain of the shipbuilding contracts plus a premium of $11.5 million.\n\nAs of the date of this Annual Report, our Under Construction Fleet consists of nine Newbuild LNG/C Vessels and nine Gas Fleet vessels that have not yet been delivered to the Company. See “Item 4. Information on the Company—A. History and Development of the Company—Developments in 2025 and up to the filing of this Annual Report—Vessel Acquisitions and Advances for Vessels Under Construction” for a summary of the vessels comprising the Under Construction Fleet. See “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources” for details of our commitments relating to our Under Construction Fleet.\n\nFinancing Arrangements\n\nOn August 23, 2024, we entered into two separate sale and lease back agreements for the vessels LNG/C Asklipios and the LNG/C Attalos in an amount of $162.5 million each to refinance the outstanding balance of $250.4 million under the sale and lease back arrangements that the vessel-owning companies had entered into with CMB Financial Leasing Co., Ltd (“CMBFL”) in 2021. The new lease agreements of the LNG/C Attalos and the LNG/C Asklipios have remaining durations, starting from August 29, 2024, when the refinancing took place, of 7 years.\n\n \n \n57\n\n[Table of Contents](#TableOfContents)\n\n \n\nOn June 25, 2024, we entered into a new credit facility with National Bank of Greece S.A. (“NBG”), of up to $155.0 million, in order to fully repay the debt facility with ING Bank N.V., London Branch (“ING”) that we assumed in December 2021 amounting to $99.4 million, to partially finance the acquisition of the vessel-owning company of the LNG/C Aristidis I and for general corporate purposes. We drew down the full amount of the new facility on June 26, 2024. The facility has a duration of seven years.\n\nOn June 25, 2024, we entered into a Japanese operating lease agreement with a call option of up to $240.0 million, with the purpose of replacing the bridge debt facility with BNP Paribas (“BNP”) that we entered into on June 20, 2024 (the “2024 – LNG/C Apostolos Jolco”) amounting to $192.0 million, to partially finance the acquisition of the vessel-owning company of the LNG/C Apostolos. We drew down the full amount of the 2024 – LNG/C Apostolos Jolco on July 16, 2024. The sale and lease back agreement has a duration of eight years.\n\nOn May 31, 2024, we entered into a new credit facility with Piraeus Bank S.A. (“Piraeus”), of up to $240.0 million (the “2024 – LNG/C Aktoras credit facility”), in order to partially finance the acquisition of the vessel-owning company of the LNG/C Aktoras. We drew down the full amount of the facility in June 2024. The facility has a duration of seven years.\n\nOn May 31, 2024, the vessel-owning company of the LNG/C Assos, upon the completion of the acquisition of the vessel from Capital Maritime, drew down in full the $240.0 million sale and lease back agreement (the “2023 Jolco LNG/C Assos”) of up to $240.0 million that it had entered into on December 22, 2023 for the purpose of partially financing the acquisition of the shares of the vessel-owning company of the LNG/C Assos, with the Company acting as a parent guarantor.\n\nOn May 14, 2024, we agreed with Bank of Communications Financial Leasing Co., Ltd (“Bocomm”) to amend certain of the terms included in two separate sale and lease back agreements that the companies owning the vessels LNG/C Aristos I and the LNG/C Aristarchos had entered into with Bocomm in 2021. Specifically, effective from May 14, 2024, we agreed to reduce the interest we pay on the outstanding amount and extended the maturity for both facilities by two years.\n\nOn January 2, 2024, we assumed a syndicated credit facility led by ING, in an amount of $190.0 million, with a duration of seven years, for the purpose of partially financing the acquisition of the shares of the company owning the LNG/C Axios II.\n\nOn January 2, 2024, upon the delivery of the LNG/C Axios II, we utilized $92.6 million under the Seller’s Credit. On February 28, March 11 and April 24, 2024, after the deliveries of the M/V Long Beach Express, the M/V Akadimos and the M/V Athenian, to their new owners, we repaid the amounts outstanding under the Seller’s Credit of $12.8 million, $40.0 million and $39.8 million, respectively, leaving the remaining unutilized amount at $127.4 million. Following the sales of the M/V Athenian, the M/V Athos (April 22, 2024), the M/V Seattle Express (April 26, 2024), the M/V Aristomenis (May 3, 2024) and the M/V Fos Express (May 3, 2024), the unutilized amount under the Seller’s Credit was automatically reduced by $85.2 million to $42.2 million. On June 5 and June 28, 2024, upon the deliveries of the LNG/C Aktoras and the LNG/C Apostolos, we utilized the remaining unutilized amount of $42.2 million, which we subsequently repaid in full on November 26, 2024, following the delivery of the M/V Hyundai Premium to its new owner. There are no amounts outstanding or remaining unutilized under the Seller’s Credit.\n\nSee “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Borrowings (Financing Arrangements)” below for information regarding our financing arrangements.\n\nVessel Disposals\n\nOn September 12, 2024, we entered into five agreements for the sale of five container sister vessels: the M/V Hyundai Premium, the M/V Hyundai Paramount, the M/V Hyundai Prestige, the M/V Hyundai Privilege and the M/V Hyundai Platinum, (each 63,010 DWT/ 5,023 TEU container vessel, built 2013 by Hyundai Heavy Industries Co., Ltd., S. Korea) to an unaffiliated party. The vessels were delivered to the buyer on November 22, 2024, December 20, 2024, December 5, 2024, January 10, 2025 and March 10, 2025, respectively.\n\n \n \n58\n\n[Table of Contents](#TableOfContents)\n\n \n\nOn March 1, 2024, we agreed to sell the M/V Athenian, the M/V Athos and the M/V Aristomenis (118,834, 118,888 and 118,712 DWT, respectively, 9,954 TEU container vessels, built in 2011 by Samsung Heavy Industries Co., Ltd.) to an unaffiliated party. The M/V Athenian and the M/V Athos were delivered to the buyer on April 22, 2024 and the M/V Aristomenis was delivered to the buyer on May 3, 2024.\n\nOn February 26, 2024, the M/V Long Beach Express (68,618 DWT / 5,100 TEU, container vessels built in 2008 by Hanjin Heavy Industries & Construction Co., Ltd., South Korea), which we had agreed to sell to an unaffiliated party on December 15, 2023, was delivered to its new owner.\n\nOn February 14, 2024, we agreed to sell the two remaining Panamax container vessels in our fleet, the M/V Fos Express and the M/V Seattle Express (68,579 and 68,411 DWT, respectively, 5,100 TEU, container vessels, built in 2008 by Hanjin Heavy Industries & Construction Co., Ltd., South Korea) to an unaffiliated party. The M/V Seattle Express was delivered to the buyer on April 26, 2024 and the M/V Fos Express was delivered to the buyer on May 3, 2024.\n\nOn January 31, 2024, we agreed to sell the M/V Akadimos (115,534 DWT / 9,288 TEU, Eco-Flex, Wide Beam container vessel, built in 2015 by Daewoo-Mangalia Heavy Industries S.Á., Romania) to an unaffiliated party. The M/V Akadimos was delivered to its new owner on March 8, 2024.\n\nUnit Repurchase Program\n\nDuring the year ended December 31, 2024, we did not repurchased any units, under the Unit Repurchase Program (as defined below). The Unit Repurchase Program expired in January 2025.\n\nDevelopments in 2023\n\nLNG/C Vessel Acquisitions and Related Commitments\n\nOn November 13, 2023, we entered into the Umbrella Agreement with Capital Maritime and CGP LLC. Pursuant to the Umbrella Agreement, we agreed, among other things, to purchase the Umbrella Agreement Vessels from Capital Maritime for an aggregate acquisition price of $3,130.0 million (of which $2,023.8 million is payable to Capital Maritime). Each Umbrella Agreement Vessel has or will have a capacity of 174,000 CBM and was built or is under construction at Hyundai. On December 21, 2023 we closed the Umbrella Agreement and entered into 11 Vessel SPAs to acquire 100% of the equity interests in each vessel-owning company of the Umbrella Agreement Vessels.\n\nA summary of the vessels comprising the Umbrella Agreement Vessels is as follows:\n\nHull Number/Vessel name\n\nCBM\n\nDelivery/Expected delivery date to the Company\n\nHull 3315 – LNG/C Amore Mio I\n174,000\nDecember 21, 2023\n\n*Initial Vessels*\n \n \n\nHull 3316 – LNG/C Axios II\n174,000\nJanuary 2, 2024\n\nHull 3341 – LNG/C Assos\n174,000\nMay 31, 2024\n\nHull 3342 – LNG/C Apostolos\n174,000\nJune 28, 2024\n\nHull 8140 – LNG/C Aktoras\n174,000\nJune 5, 2024\n\nHull 8198 – LNG/C Archimidis\n174,000\nExpected June 2026\n\nHull 8199 – LNG/C Agamemnon\n174,000\nExpected June 2026\n\n*Remaining Vessels*\n \n \n\nHull 8202 – LNG/C Alcaios I\n174,000\nExpected July 2026\n\nHull 8203 – LNG/C Antaios I\n174,000\nExpected November 2026\n\nHull 8206 – LNG/C Athlos\n174,000\nExpected February 2027\n\nHull 8207 – LNG/C Archon\n174,000\nExpected March 2027\n\n \n \n59\n\n[Table of Contents](#TableOfContents)\n\n \n\nUpon entry into the Vessel SPAs for the Initial Vessels, we paid to Capital Maritime a deposit of $174.4 million, or 10% of the aggregate acquisition price of such Initial Vessels.\n\nUpon entry into the Vessel SPAs for the Remaining Vessels, the Company paid Capital Maritime $138.1 million to acquire 100% of the equity interests in each of the vessel-owning companies of such Remaining Vessels.\n\nTo finance a portion of the purchase price for the Umbrella Agreement Vessels, the Company distributed rights to purchase common units (the “Rights”) to holders of common units on November 24, 2023 (the “Record Date”). The subscription price per common unit was $14.25 (the “Rights Offering Price”) (such offering, the “Rights Offering”). Pursuant to the Umbrella Agreement, Capital Maritime and the Company also entered into a Standby Purchase Agreement (the “Standby Purchase Agreement”), pursuant to which Capital Maritime purchased from the Company, at the Rights Offering Price, the number of common units offered pursuant to the Rights Offering that were not issued pursuant to existing unitholders’ exercise of their Rights, or 34,641,731 common units. The Umbrella Agreement and the Standby Purchase Agreement permitted the Company and Capital Maritime to net payments due to each other under the transactions contemplated by the Umbrella Agreement, including the Vessel SPAs and the Standby Purchase Agreement.\n\nOn December 21, 2023, and upon entry into the Vessel SPAs for the Remaining Vessels, each of the four vessel-owning companies of the Remaining Vessels entered into a separate supervision agreement with Capital-Gas Management pursuant to which Capital-Gas Management will supervise the performance of the design, building, equipment, completion and delivery by the shipyard of the applicable Remaining Vessel. The aggregate consideration payable to Capital-Gas Management under each such agreement is $1.5 million, of which a third was payable upon signing, a third is payable on the date of the applicable Remaining Vessel’s steel cutting and the remaining third is payable upon such vessel’s date of delivery.\n\nThe following table describes the various amounts that were paid or deemed paid by each of the Company and Capital Maritime on December 21, 2023:\n\n**Description**\n**Method of Settlement**\n**Value (in U.S.$000’s)**\n\n*From the Company to Capital Maritime*\n \n \n\n10% deposit on the Initial Vessels\nNetted against the amount due from Capital\n$       174,400\n\nPayment for the Remaining Vessels\nMaritime pursuant to the Standby Purchase Agreement\n138,100\n\nPart of purchase price of LNG/C Amore Mio I\n \n141,683\n\n**Total**\n \n**$       454,183**\n\n*From Capital Maritime to the Company*\n \n \n\nTotal amount due pursuant to the Standby Purchase Agreement\nNetted against the total amount due from the Company\n$       454,183\n\n \nCash settlement\n39,462\n\n**Total**\n \n**$       493,645**\n\n \n\nCapital Maritime also issued to the Company the Seller’s Credit. See Note 5 (Transaction with Related Parties) to our Financial Statements included herein.\n\nUpon acquisition of the LNG/C Amore Mio I, we assumed indebtedness of $196.3 million in the form of a sale and leaseback transaction (the “2023 CMBFL - LNG/C AMI”) with CMBFL. The 2023 CMBFL - LNG/C AMI has a tenor of 10 years and offers the option to repurchase the vessel at a predetermined price after the first anniversary of the arrangement, together with a purchase obligation of $98.2 million at the expiration of the lease in October 2033. In December 2023, the vessel-owning company of the LNG/C Amore Mio I entered into floating rate management agreement with Capital-Gas Management, pursuant to which Capital-Gas Management provides certain commercial and technical management services.\n\n \n \n60\n\n[Table of Contents](#TableOfContents)\n\n \n\nThe parties to the Umbrella Agreement also agreed to take certain post-closing actions, including (i) changing the name of the Partnership, (ii) committing to negotiate to agree procedures for the conversion of the Partnership from a Marshall Islands limited partnership to a corporation with customary corporate governance and (iii) committing to explore the disposition of the Company’s container vessels and to abstain from acquiring additional container vessels. In addition, Capital Maritime granted the Company, beginning on December 21, 2023, 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, in each case, for a period ending on December 21, 2033, (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 ordered by Capital Maritime (the “New Energy Vessels”) for a period ending on the date on which Capital Maritime and its affiliates no longer beneficially own at least 25% of the issued and outstanding common shares and (iii) if the Company acquires a New Energy Vessel from Capital Maritime, employment opportunities for such New Energy Vessel of which Capital Maritime becomes aware, for a period ending on the date on which Capital Maritime and its affiliates no longer beneficially own at least 25% of the issued and outstanding common shares.\n\nAs of the date of this Annual Report, our Under Construction Fleet consists of nine Newbuild LNG/C Vessels and nine Gas Fleet vessels that have not yet been delivered to the Company. See “Item 4. Information on the Company—A. History and Development of the Company—Developments in 2025 and up to the filing of this Annual Report—Vessel Acquisitions and Advances for Vessels Under Construction” for a summary of the vessels comprising the Under Construction Fleet. See “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources” for details of our commitments relating to our Under Construction Fleet.\n\nOther Vessel Acquisitions\n\nOn January 10, 2023, we acquired from Capital Maritime the shares of the company owning the M/V Itajai Express for total consideration of $122.5 million, which was funded through a cash deposit of $6.0 million advanced in June 2022, $8.5 million of cash at hand and $108.0 million of debt through a new sale and lease back agreement we entered into on December 23, 2022 with a duration of eight years (the “2022 Jolco”). The M/V Itajai Express has started her ten-year employment with Hapag-Lloyd Aktiengesellschaft (“Hapag-Lloyd”), which, together with the optional periods, will expire in February 2039. In January 2023, the vessel-owning subsidiary of the M/V Itajai Express entered into a floating rate management agreement with Capital-Executive Ship Management Corp. (“Capital-Executive”), pursuant to which Capital-Executive provided certain commercial and technical management services. The agreement with Capital-Executive was replaced in July 2025, when the vessel-owning subsidiary of the M/V Itajai Express entered into a floating rate management agreement with Capital-Containers, pursuant to which Capital-Containers provides certain commercial and technical management services.\n\nOn February 17, 2023, we acquired from Capital Maritime the shares of the company owning the LNG/C Asterix I, for total consideration of $230.0 million, which was funded through a cash deposit of $12.0 million advanced in June 2022, $34.0 million of cash at hand and $184.0 million of debt through a new sale and lease back agreement we entered into on February 7, 2023 with a duration of 10 years (the “2023 CMBFL - LNG/C”). The LNG/C Asterix I was built by Hyundai. The LNG/C Asterix I has started her seven-year employment with Hartree, which will expire in December 2029. In February 2023, the vessel-owning company of the LNG/C Asterix I entered into floating rate management agreement with Capital-Gas Management, pursuant to which Capital-Gas Management provides certain commercial and technical management services.\n\nOn June 20, 2023, we acquired from Capital Maritime the shares of the company owning the M/V Buenaventura Express for total consideration of $122.5 million, which was funded through a cash deposit of $6.0 million advanced in June 2022, $16.5 million of cash at hand and $100.0 million of debt through a new credit facility we entered into on June 13, 2023 with a duration of eight years (the “2023 credit facility”). The M/V Buenaventura Express has started her ten-year employment with Hapag-Lloyd, which, together with the optional periods, will expire in August 2039. On October 29, 2025, we entered into a memorandum of agreement with a third party for the sale of the M/V Buenaventura Express. The vessel was delivered to its new owner on January 19, 2026.\n\n \n \n61\n\n[Table of Contents](#TableOfContents)\n\n \n\nFinancing Arrangements\n\nOn December 22, 2023, the vessel-owning company of the LNG/C Assos entered the 2023 Jolco LNG/C Assos for the purpose of partially financing the acquisition of the shares of the vessel-owning company of the LNG/C Assos, with the Company acting as a parent guarantor. The amount was drawn in full upon the completion of the acquisition of the vessel from Capital Maritime on May 31, 2024.\n\nOn December 21, 2023, we assumed the 2023 CMBFL - LNG/C AMI, consisting of a $196.3 million a sale and leaseback transaction with a tenor of 10 years, which offers the option to repurchase the vessel (the LNG/C Amore Mio I) at a predetermined price after the first anniversary of the arrangement, together with a purchase obligation of $98.2 million at the expiration of the lease in October 2033.\n\nOn December 21, 2023, Capital Maritime issued to the Company the unsecured Seller’s Credit in an amount up to $220.0 million to finance a portion of the purchase price for the Umbrella Agreement Vessels. The Seller’s Credit bears interest at a rate of 7.5% per annum and matures on June 30, 2027. The Seller’s Credit contains customary cross-default provisions. In addition, the Seller’s Credit contains a covenant requiring the Company to prepay any amount drawn under the Seller’s Credit on a quarterly basis beginning on March 31, 2027 by an amount equal to the excess over $75.0 million of the Company’s cash and cash equivalents that are freely available to the Company and able to be used by the Company for its general corporate purposes, less any actual or contemplated dividends or other distributions as at each applicable quarter end date. The Seller’s Credit also contains a covenant requiring the Company to prepay any amount drawn under the Seller’s Credit upon receipt of any new debt proceeds by the Company and/or its subsidiaries, excluding indebtedness which is secured by first priority security on a ship, in an amount equal to the net cash proceeds received by the Company and/or its subsidiaries after deducting fees, costs and expenses and after deducting the amount of such proceeds that have been used to refinance any existing indebtedness of the Company and its subsidiaries. There are no amounts outstanding or remaining unutilized under the Seller’s Credit.\n\nOn June 13, 2023, we entered into the 2023 credit facility, consisting of up to $100.0 million of available funds, for the purpose of partially financing the acquisition of the shares of the company owning the M/V Buenaventura Express. The full amount of the facility was drawn on June 15, 2023, and has a duration of eight years.\n\nOn March 14, 2023, the Company fully repaid the debt facility that we entered into with CMBFL in January 2021 amounting to $23.4 million with original maturity in February 2026 (“2021 CMBFL – Panamax”) with the purpose of partially financing the acquisition of three 5,089 TEU sister container vessels, namely the M/V Long Beach Express, the M/V Seattle Express and the M/V Fos Express.\n\nOn February 7, 2023, we entered into the 2023 CMBFL - LNG/C, consisting of up to $184.0 million of available funds, for the purpose of partially financing the acquisition of the shares of the company owning the LNG/C Asterix I. The full amount of the sale and lease back agreement was drawn on February 17, 2023, and has duration of 10 years.\n\nSee “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Borrowings (Financing Arrangements)” below for information regarding our financing arrangements.\n\nVessel Disposals\n\nOn December 15, 2023 we agreed to sell the M/V Long Beach Express (68,618 DWT / 5,100 TEU, container vessel, built in 2008 by Hanjin Heavy Industries & Construction Co., Ltd., South Korea) to an unaffiliated party. The M/V Long Beach Express was delivered to its new owner on February 26, 2024.\n\nOn June 27, 2023, we agreed to sell the dry cargo vessel M/V Cape Agamemnon (179,221 DWT, built in 2010 by Sungdong Shipbuilding & Marine Engineering Co., Ltd, South Korea) to an unaffiliated party. The vessel was delivered to its new owner on November 7, 2023.\n\nUnit Repurchase Program\n\nOn January 26, 2023, our board approved a new unit repurchase program (the “Unit Repurchase Program”), providing the Partnership with authorization to repurchase up to $30.0 million of the Partnership’s common units, effective for a period of two years through January 2025. During 2023, we completed the repurchase, under the Unit Repurchase Program, of 304,283 units, for an average price per unit of $13.48 plus repurchase expenses. These units were automatically converted into common shares on the Effective Date and are held as treasury shares by the Company. An amount of $4.1 million was recorded as a reduction in the Partnership’s Partners’ Capital as of December 31, 2023.\n\n \n \n62\n\n[Table of Contents](#TableOfContents)\n\n \n\nB.\nBusiness Overview\n\nWe are an international owner of ocean-going vessels. Currently our fleet consists of 12 latest generation LNG/C vessels (1.0 million DWT and total capacity of 2.1 million CBM), one LCO2 – HMG/C vessel (28,629 DWT and capacity of 22,000 CBM) and one legacy Neo-Panamax container carrier vessel (0.1 million DWT and TEU capacity of 13,312), 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. As of March 31, 2026, the DWT weighted average age of our on-the-water fleet is approximately 3.4 years. Of the 21 LNG/C vessels that we own or have agreed to acquire (which includes the nine remaining Newbuild LNG/C Vessels in our Under Construction Fleet), our 12 on-the-water and three under construction LNG/C vessels are currently chartered under medium- to long-term charters (with remaining revenue-weighted charter of approximately 6.5 years as of March 31, 2026, based on earliest possible expiration) to reputable charterers, such as BGT, BP, Cheniere, Engie Energy Marketing Singapore Pte Ltd (“Engie”), Hartree, LNG Marine Transport Limited (“Jera”), Qatar Energy Trading, Tokyo LNG Tanker Co. Ltd. (“Tokyo Gas”), TotalEnergies Gas & Power Limited (“Total”) and ConocoPhillips Marketing and Trading International (“Conoco”). Our LCO2 – HMG/C vessel commenced a six-month charter transporting LPG with Geogas, with an option to extend the charter for an additional six months.\n\nOur container carrier vessel is currently chartered under long-term charter through 2032, with options to extend through 2039 to Hapag-Lloyd.\n\nOur fleet is managed by Capital-Containers and Capital-Gas Management, which are private companies and ultimately controlled by Mr. Miltiadis Marinakis.\n\nIn connection with the Umbrella Agreement, we have agreed with Capital Maritime and CGP LLC to change our business focus to concentrate on the LNG/C market. As part of this change in business focus, and pursuant to the Umbrella Agreement, we have disposed of or agreed to sell all of our legacy container carrier vessels, except for the M/V Itajai Express, and committed to abstain from acquiring additional container vessels. In addition to our commitment to concentrate our business on the LNG/C market, we also expect to focus on the LPG carriage market and the wider energy transition gas market. 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 such as the carriage of low carbon ammonia and LCO2, we can provide no assurances that in the future we will not return to the container market or the dry bulk market, or that we will not explore additional shipping markets beyond the LNG/C and the LPG carriage markets. We can also provide no assurances as to whether or when we will complete the disposition of our container vessel. See “Item 3. Key Information—D. Risk Factors*—*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*” above.\n\n \n \n63\n\n[Table of Contents](#TableOfContents)\n\n \n\nBusiness Strategies\n\nOur vision is to be a leading LNG shipping company, building a modern, high-performance fleet to meet rising global demand, while creating long-term shareholder value through disciplined growth, operational excellence, and a strong commitment to safety and customer service. As part of this strategy, we are selectively expanding into complementary gas segments such as LPG, ammonia, and LCO2:\n\n·\n**Capitalize on growing demand for LNG shipping and other energy transition gas cargoes.**We believe that demand for LNG and, as a result, for LNG shipping will continue to grow. Demand for natural gas and LNG is expected to continue to grow, as it is expected to play a major role in the transition to net zero carbon emissions and as a source of energy for the increasing needs of data centers due to the rise of artificial intelligence. As a result, we believe that our investors are better served by increasing our exposure and focus on the LNG shipping industry and the wider energy transition gas market, while divesting where possible from our container business. In December 2023, we agreed to acquire 11 latest generation LNG/C vessels (seven two-stroke (MEGA) LNG/C and four two stroke (XDF) LNG/C vessels), the first five of which were delivered between December 2023 and June 2024, and in December 2025 we agreed to acquire three additional latest generation two-stroke (XDF) LNG/C vessels. We expect to take delivery of the remaining Newbuild LNG/C Vessels between the second quarter of 2026 and the first quarter of 2029. In connection with our intention to gradually divest from our container vessels, we have sold all of our legacy container carrier vessels, except for the M/V Itajai Express. In addition, we intend to expand in the maritime transportation of other gas cargoes such as LPG and LPG related cargoes, low carbon ammonia and LCO2. In June 2024, we agreed to acquire 10 new gas carriers, including four LCO2 – HMG/C vessels and six LPG-ammonia carriers, to be delivered to the Company between the first quarter of 2026 and the third quarter of 2027, the first of which was delivered to the Company in January 2026. We expect that demand for seaborne transportation of such cargoes will increase over the coming decades, as a result of the decarbonization of a number of industries.\n\n·\n**Maintain a balanced chartering strategy**. We pursue a balanced chartering strategy by entering into medium- to long-term, fixed-rate charters for the majority of our fleet in an effort to provide visibility of revenues and cash flows, while at the same time maintaining some market exposure by entering into shorter-term charters or keeping open positions. As our vessels come up for re-chartering, we aim to redeploy them under period contracts that reflect our expectations of prevailing market conditions. We believe that the DWT weighted average age of our LNG fleet of approximately 3.5 years as of March 31, 2026, our new building program and the superior unit freight economics that our latest generation vessels can deliver to our charterers compared to previous generation vessels, position us favorably to continue to secure medium- to long-term charters for our LNG/C vessels. Of the 21 LNG/C vessels that we own or have agreed to acquire, 15 LNG/C vessels currently have in place medium- to long-term employment with remaining charter duration of 6.5 years and $2,592.2 million in contracted revenues.\n\n·\n**Expand our fleet through accretive acquisitions**. We intend to evaluate potential acquisitions of both newbuilds and second-hand vessels in the LNG and energy transition gas markets, as well as mergers and acquisitions with other private and listed companies in the maritime gas transportation sector with primary focus on LNG shipping. We also intend to continue to take advantage of opportunities afforded to us by our relationship with our sponsor, Capital Maritime and the rights of first refusal we have been granted under the Umbrella Agreement.\n\n·\n**Maintain and build on our ability to meet rigorous industry and regulatory safety standards**. We believe that in order for us to be successful in growing our business, we need to maintain our vessel safety record and further build on our high level of customer service and support. Our Managers have strong records of vessel safety and compliance with rigorous health, safety and environmental protection standards, and are committed to providing our charterers with a high level of customer service and support, which we believe helps us to maintain relationships with our current customer base and further cultivate relationships with a number of additional major energy players.\n\n \n \n64\n\n[Table of Contents](#TableOfContents)\n\n \n\nOur Customers\n\nWe provide marine transportation services under medium- to long-term time charters with a range of counterparties. The loss of any significant customer or a substantial decline in the amount of services requested by a significant customer could harm our business, results of operations, cash flows, financial condition and ability to pay cash dividends and service or refinance our debt. See “Item 3. Key Information—D. Risk Factors—Risks Related to Our Business and Operations—*We 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\nOur Management Agreements\n\nUnder our management agreements:\n\n·\nwe pay the relevant Managers a daily technical management fee per vessel, which, if floating, is revised annually based on the United States Consumer Price Index;\n\n·\nwe indemnify our Managers for expenses and liabilities they incur on our behalf in the provision of the contracted for services, including, for example, crew, repairs and maintenance, insurance, stores, spares, lubricants and other operating costs; and\n\n·\nwe bear all costs and expenses associated with a vessel’s dry-docking.\n\nWe expect that vessels acquired in the future will be managed under similar floating or fixed fee management arrangements. See Note 5 (Transactions with Related Parties) to our Financial Statements for additional information on fees paid under our management agreements.\n\nOur Fleet\n\nAt the time of our initial public offering in 2007, our fleet consisted of eight vessels. As of December 31, 2018, our fleet consisted of 36 vessels. We completed the spin-off of our 25 vessel Tanker Business on March 27, 2019.\n\nFollowing the spin-off our fleet was comprised of 10 Neo-Panamax container carrier vessels and one Capesize bulk carrier vessel. In 2020 we completed the acquisition of three Neo-Panamax container carrier vessels and in the first half of 2021 the acquisition of three Panamax container carrier vessels, while in May and December 2021, respectively, we completed the sale of two Neo-Panamax container carrier vessels.\n\nDuring the second half of 2021 we decided to enter the LNG market by completing the acquisition of six LNG/C vessels. On June 6, 2022, we agreed to acquire, upon their respective delivery from the shipyard, one LNG/C and three Neo-Panamax container carrier vessels. The LNG/C was delivered in February 2023 and two of the Neo-Panamax container carriers were delivered in October 2022 and January 2023, respectively, while the third Neo-Panamax container carrier was delivered in June 2023. In July 2022 we also completed the sale of two Neo-Panamax container carrier vessels. In November 2023, we sold the M/V Cape Agamemnon.\n\nOn November 13, 2023, we entered into the Umbrella Agreement pursuant to which, we agreed, among other things, to acquire 11 latest generation LNG/C vessels (seven two-stroke (MEGA) LNG/C and four two stroke (XDF) LNG/C vessels) and decided to change our business focus towards the LNG/C market and at the same time to gradually divest our container vessels. The first two of the Umbrella Agreement LNG/C vessels were delivered in December 2023 and January 2024, the third of the Umbrella Agreement LNG/C vessels was delivered in May 2024 and the fourth and fifth of the Umbrella Agreement LNG/C vessels were delivered in June 2024. In 2024, we also agreed to acquire 10 new gas carriers, including four LCO2 – HMG/C vessels and six LPG-ammonia carriers, including the LCO2 – HMG/C Active of which we took delivery on January 5, 2026. The remaining nine under construction Gas Fleet vessels are expected to be delivered to the Company between the second quarter of 2026 and the third quarter of 2027. Furthermore, on December 29, 2025, we announced the investment in three latest technology LNG/C vessels, with expected deliveries in the third quarter of 2028 and the first quarter of 2029. Consistent with our intention to gradually divest our container vessels, we have sold since November 2023, all of our legacy container carrier vessels, except for the M/V Itajai Express.\n\n \n \n65\n\n[Table of Contents](#TableOfContents)\n\n \n\nAs a result, we currently own a fleet of 14 on-the-water vessels consisting of 12 latest generation LNG/C vessels (1.0 million DWT and total capacity of 2.1 million CBM), one LCO2 – HMG/C vessel (28,629 DWT and capacity of 22,000 CBM) and one Neo-Panamax container carrier vessel (0.1 million DWT and TEU capacity of 13,312), In addition, we have agreed to acquire 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. As of March 31, 2026, the DWT weighted average age of our on-the-water fleet is approximately 3.4 years.\n\nIn connection with the Umbrella Agreement, we have agreed with Capital Maritime and CGP LLC to change our business focus to concentrate on the LNG/C market. As part of this change in business focus, and pursuant to the Umbrella Agreement, we have disposed of all of our legacy container carrier vessels, except for the M/V Itajai Express and committed to abstain from acquiring additional container vessels. In addition to our commitment to concentrate our business on the LNG/C market, we also expect to focus on the LPG carriage market and the wider energy transition gas market. 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 such as the carriage of low carbon ammonia and LCO2, we can provide no assurances that in the future we will not return to the container market or the dry bulk market, or that we will not explore additional shipping markets beyond the LNG/C and the LPG carriage markets. We can also provide no assurances as to whether or when we will complete the disposition of our legacy container vessel. See “Item 3. Key Information—D. Risk Factors*—*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*” above.\n\nWe intend, subject to prevailing shipping, charter and financing market conditions, to make strategic acquisitions in a prudent manner that is accretive to our shareholders and to long-term distributable cash flow growth. In addition, we may pursue opportunities for acquisitions of, or combinations with, other shipping businesses.\n\nThe table below provides summary information about the on-the-water vessels in our current fleet and their employment, including earliest possible redelivery dates of the vessels and relevant charter rates. Sister vessels, which are vessels of similar specifications and size typically built at the same shipyard, are denoted by the same letter in the table. We believe that ownership of sister vessels provides a number of efficiency advantages in the management of our fleet.\n\nAll of the vessels in our fleet are or were designed, constructed, inspected and tested in accordance with the rules and regulations of Lloyd’s Register of Shipping (“Lloyd’s”), Bureau Veritas (“BV”), DNV GL, Korean Register (“KR”) or the American Bureau of Shipping (“ABS”).\n\n \n \n66\n\n[Table of Contents](#TableOfContents)\n\n \n\nVESSELS IN OUR FLEET\n(ON-THE-WATER)\n\nVessel Name\n\nSister Vessels (1)\n\nYear Built\n\nDWT-TEU-CBM (5)\n\nManagement Agreement Expiration (2)\n\nCharter Duration / Type (3)\n\nExpiry of Charter (4)\n\nCharterer\n\nDescription\n\n**CONTAINER CARRIER VESSELS**\n \n \n \n \n \n \n\nItajai Express (10)\nA\n2023\n142,411-13,312 TEU\nJan-28\n10-yr TC\nOct-32\nHapag-Lloyd\nDual Fuel Ready Eco Container Carrier\n\n**LNG/C VESSELS**\n \n \n \n \n \n \n \n \n\nAristos I (6)\nB\n2020\n81,978-174,000 CBM\nSep-26\n12-yr TC\nOct-32\nBP\nLNG/C\n\nAristarchos (7)\nB\n2021\n81,956-174,000 CBM\nSep-26\n10-yr TC\nMay-31\nCheniere\nLNG/C\n\nAristidis I (6)\nB\n2021\n81,898-174,000 CBM\nDec-26\n12-yr TC\nDec-32\nBP\nLNG/C\n\nAttalos (6)\nB\n2021\n81,850-174,000 CBM\nNov-26\n13.2-yr TC\nOct-34\nBP\nLNG/C\n\nAdamastos (8)\nB\n2021\n82,095-174,000 CBM\nNov-26\n7.2-yr TC\nSep-28\nEngie\nLNG/C\n\nAsklipios (7)\nB\n2021\n81,882-174,000 CBM\nNov-26\n10-yr TC\nAug-31\nCheniere\nLNG/C\n\nAsterix I (9)\nB\n2023\n81,932-174,000 CBM\nFeb-28\n7-yr TC\nDec-29\nHartree\nLNG/C\n\nAmore Mio I (11)\nB\n2023\n82,076-174,000 CBM\nDec-28\n3-yr TC\nSep-26\nQatar Energy Trading\nLNG/C\n\nAxios II (12)\nB\n2024\n82,271-174,000 CBM\nJan-29\n7-yr BB\nDec-31\nBGT\nLNG/C\n\nAssos (13)\nB\n2024\n82,306-174,000 CBM\nMay-29\n10-yr TC\nMay-34\nTokyo Gas\nLNG/C\n\nAktoras (14)\nC\n2024\n82,068-174,000 CBM\nJun-29\n7-yr BB\nMay-31\nBGT\nLNG/C\n\nApostolos (15)\nB\n2024\n82,194-174,000 CBM\nJun-29\n10.5-yr TC\nNov-34\nJera\nLNG/C\n\nActive (16)\nD\n2026\n28,629-22,000 CBM\nJan-31\n0.5-yr TC\nJun-26\nGeogas\nLCO2 – HMG/C\n\n**TOTAL FLEET**\n\n**1,155,546 DWT-13,312 TEU-2,110,000 CBM** \n\n \n\n \n \n67\n\n[Table of Contents](#TableOfContents)\n\n \n\n \n\n(1)\nSister vessels and shipyards of origin are denoted in the tables by the following letters: (A): this vessel was built by Hyundai Samho Heavy Industries Co. Ltd; (B): these LNG/C vessels were built by Hyundai Heavy Industries Co., Ltd; (C): this LNG/C vessel was built by HD Hyundai Samho Co., Ltd; (D): this LCO2 – HMG/C vessel was built by Hyundai Mipo Dockyard Co., Ltd.\n\n \n\n(2)\nOur vessels are managed under floating fee management agreements entered into with certain of our Managers. For additional details regarding our management agreement, please see “-Our Management Agreements” above.\n\n \n\n(3)\nTC: Time Charter; BB: Bareboat Charter.\n\n \n\n(4)\nEarliest possible redelivery date.\n\n \n\n(5)\nDWT: Dead Weight Ton, TEU: Twenty-foot Equivalent Units, CBM: Cubic Meter.\n\n \n\n(6)\nIn 2019, each of the vessel-owning companies of the LNG/C Aristos I, the LNG/C Aristidis I and the LNG/C Attalos, entered into a time charter agreement with BP for a period of 3 years (+/- 30 days). The charterers have three two-year options (+/- 30 days) and one three-year option (+/- 30 days). The charters of the LNG/C Aristos I and the LNG/C Aristidis I commenced in November 2020 and January 2021 respectively. The charter of the LNG/C Attalos commenced in November 2022, previously the vessel was under a 15-month (+/- 30 days) time charter with BP. In February and March 2023, the charterer exercised its first option to extend the time charter of the LNG/C Aristos I and LNG/C Aristidis I by two years (+/- 30 days), respectively. In February 2025, the charterer exercised all the remaining options for all vessels.\n\n \n\n(7)\nIn April 2021, each of the vessel-owning companies of the LNG/C Aristarchos and the LNG/C Asklipios, entered into a time charter agreement with Cheniere until March 15, 2025 (+/- 30 days) and February 5, 2025 (+/- 30 days). Each charter has two one-year options (+/- 30 days). The charters of the LNG/C Aristarchos and the LNG/C Asklipios commenced in June 2021 and September 2021, respectively. In August 2022 both vessels amended their time charter agreement with Cheniere and extended them until June 14, 2031 (+/- 30 days) and September 28, 2031 (+/- 30 days), respectively. After the amendment each charter has two two-year options (+/- 30 days).\n\n \n\n(8)\nIn July 2021, the vessel-owning company of the LNG/C Adamastos entered into a time charter agreement with Engie for a period of 1,890 days (+90/-45 days) or for a period of 2,620 days (+90/-45 days) if the charterer exercises its option on or prior to May 2023. The charter of the LNG/C Adamastos commenced in August 2021. In May 2022, the charterer elected the second period of 2,620 days (+90/-45 days).\n\n \n\n(9)\nIn January 2022, the vessel-owning company of the LNG/C Asterix I, entered into a time charter agreement with Hartree for a period of 1,825 days (+/-60 days) or for a period of 2,555 days (+/-60 days) if the charterer exercises its option on or prior to January 2025. The charter has one two-year option (+/- 30 days). In January 2023, the charterer selected the period of 2,555 days (+/-60 days). The charter of the LNG/C Asterix I commenced in February 2023.\n\n \n\n(10)\nIn June 2021, the vessel-owning company of the M/V Itajai Express entered into a time charter agreement with Hapag-Lloyd for a period of 120 months (+/-90 days). The charterer have three two-year options (+/- 45 days). The charter of the M/V Itajai Express commenced in January 2023.\n\n \n\n(11)\nIn October 2022, the company owning the LNG/C Amore Mio I, entered into a time charter agreement with Qatar Energy Trading for a period of up to October 1, 2026 (+/- 30 days). The time charter of the LNG/C Amore Mio I commenced on October 31, 2023.\n\n \n\n(12)\nIn November 2023, the company owning the LNG/C Axios II agreed with BGT to enter into a seven year (+/-30 days) Bareboat charter. The charterer has the option to extend the charter for 36 months (+/- 30 days). The bareboat charter of the LNG/C Axios II commenced in January 2025.\n\n \n\n(13)\nIn November 2022, the company owning the LNG/C Assos entered into a 10 year(+/- 30 days) time charter with Tokyo Gas. The time charter of the LNG/C Assos commenced on May 31,2024.\n\n \n\n(14)\nIn August 2023, the company owning the LNG/C Aktoras agreed with BGT to enter into a seven year (+/- 30 days) Bareboat charter. The charterer has the option to extend the charter for 36 months (+/- 30 days). The bareboat charter of the LNG/C Aktoras commenced on June 5, 2024.\n\n \n\n(15)\nIn May 2023, the company owning the LNG/C Apostolos entered into a time charter agreement with Jera for a period of up to December 31, 2034 (+/- 60 days). The charterer has the option to extend the charter for 3 years (+/- 60 days). The time charter of the LNG/C Apostolos commenced on June 28, 2024.\n\n \n\n(16)\nIn December 2025, the company owning the LCO2 – HMG/C Active agreed with Geogas to enter into a 180 days (+/- 15 days) time charter, transporting LPG. The charterer has the option to extend the charter for an additional 180 days (+/- 15 days). The time charter of the LCO2 – HMG/C Active commenced on February 5, 2026.\n\n \n \n68\n\n[Table of Contents](#TableOfContents)\n\n \n\nOur Charters\n\nOur on-the-water vessels are chartered with remaining revenue-weighted charter duration of approximately 6.5 years as of March 31, 2026. Under certain circumstances, we may operate our vessels in the spot market or certain of our vessels may remain idle until they are fixed under appropriate medium- to long-term charters. As our vessels come up for re-chartering, depending on the prevailing market rates, we may not be able to re-charter them at levels similar to their current charters, or at all, which may affect our business, financial condition, results of operations, cash flows, and ability to pay cash dividends and service or refinance our debt. Please read “—Our Fleet” above for more information on our time charters, including counterparties, expected expiration dates of the charters and daily charter rates.\n\nTime Charters\n\nA time charter is a contract for the use of a vessel for a fixed period of time at a specified daily rate. Under a time charter, the vessel’s owner provides crewing and other services related to the vessel’s operation, the cost of which is included in the daily rates and the charterer is responsible for substantially all vessel voyage costs except for commissions which are assumed by the owner. The basic hire rate payable under the charters is a previously agreed daily rate, as specified in the charter, payable at the beginning of the month in U.S. Dollars.\n\nBareboat Charters\n\nA bareboat charter is a contract pursuant to which the vessel owner provides the vessel to the customer for a fixed period of time at a specified daily rate, and the customer provides for all of the vessel’s expenses (including any commissions) and generally assumes all risk of operation. The customer undertakes to maintain the vessel in a good state of repair and efficient operating condition and dry-dock the vessel during this period at its cost and as per the classification society requirements. Two of our vessels are currently under bareboat charters.\n\nSpot Charters\n\nA spot charter generally refers to a voyage charter or a trip charter or a short-term time charter.\n\nVoyage / Trip Charter\n\nA voyage charter involves the carriage of a specific amount and type of cargo on a “load port-to-discharge port” basis, subject to various cargo handling terms. Under a typical voyage charter, the shipowner is paid on the basis of moving cargo from a loading port to a discharge port. In voyage charters the shipowner generally is responsible for paying both vessel operating costs and voyage expenses, and the charterer generally is responsible for any delay at the loading or discharging ports. Under a typical trip charter or short-term time charter, the shipowner is paid on the basis of moving cargo from a loading port to a discharge port at a set daily rate. The charterer is responsible for paying bunkers and other voyage expenses, while the shipowner is responsible for paying vessel operating expenses.\n\nSeasonality\n\nWe seek to operate our vessels under medium- to long-term charters and are not generally subject to the effect of seasonal variations in demand.\n\n \n \n69\n\n[Table of Contents](#TableOfContents)\n\n \n\n \n\nManagement of Ship Operations, Administration and Safety\n\nOur objective is to run our operations in a safe, efficient and cost-effective manner. To that end, our Managers provide expertise in various functions critical to our operations. Specifically, pursuant to the management and administrative services agreements we have entered into with them, our Managers grant us access to human resources, financial and other administrative services, including bookkeeping, audit and accounting services, administrative and clerical services, banking and financial services, client, investor relations, information technology and technical management services, including commercial management of the vessels, vessel maintenance and crewing (not required for vessels subject to bareboat charters), procurement, insurance and shipyard supervision.\n\nIn compliance with the IMO’s ISM code, our Managers operate under safety management systems certified by Lloyd’s Register of Shipping (“LRS”). Capital-Containers management systems also comply with the Environmental Management Standard ISO 14001, the Occupational Health & Safety Management System ISO 45001 and the Energy Management Standard 50001, all of which are certified by LRS. In addition, Capital-Containers has implemented an “Integrated Management System Approach” verified by the LRS.\n\nOne of the key strategies of our Managers is the implementation of a regime of responsible, safe and clean shipping in an effort to operate our vessels in a manner intended to protect the safety and health of our Managers’ employees, the general public and the environment. Our Managers’ senior management teams aim to actively manage the risks inherent in our business and are committed to eliminating incidents that threaten safety, such as groundings, fires, collisions and spills, as well as reducing emissions and waste generation.\n\nCapital-Gas Management currently outsources in part the crewing of four LNG/C vessels to third parties.\n\nCrewing and Staff\n\nCapital-Containers and Capital-Gas Management, through a Capital Maritime subsidiary in Romania and crewing offices in Romania, Russia and the Philippines, recruit senior officers and crews for our vessels. Our vessels\n\nare currently manned primarily by Greek, Ukrainian, Romanian and Russian officers and Filipino ratings. We believe that Capital-Containers and Capital Gas have significant experience in operating vessels in this configuration and have access to a pool of certified and experienced crew members whom they can recruit to man our vessels. In addition, Capital-Gas Management also recruits crew for our LNG/C vessels through third-party managers and manning offices.\n\nThe LNG/C vessels are currently manned primarily by Romanian, Ukrainian, Russian and Greek officers and Filipino ratings. The continued hostilities between Russia and Ukraine might adversely impact our ability to safely repatriate Russian and Ukrainian officers and make the ability to perform regular crew changes problematic, as travel may not be available. This could impact the smooth operations of vessels as new officers and crews are sourced which may not have the familiarity of the vessel that they are joining. The extent to which this war will impact the Company’s future results of operations and financial condition will depend on future developments, which are highly uncertain and cannot be predicted. Accordingly, an estimate of the impact cannot be made at this time.\n\n \n \n70\n\n[Table of Contents](#TableOfContents)\n\n \n\nClassification, Inspection and Maintenance\n\nEvery oceangoing vessel must be “classed” and certified by a classification society. The classification society is responsible for verifying that the vessel has been built and maintained in accordance with the rules and regulations of the classification society and ship’s country of registry, as well as the international conventions which that country has accepted and signed. In addition, where surveys are required by international conventions and corresponding laws and ordinances of a flag state, the classification society will undertake them on application or by official order, acting on behalf of the authorities concerned.\n\nThe classification society also undertakes on request other surveys and inspections that are required by regulations and requirements of the flag state administration or port authority.\n\nThese surveys are subject to agreements made in each individual case and/or to the regulations of the country concerned.\n\nFor the maintenance of the class certificate, regular and occasional surveys of hull and machinery, including the electrical plant, and any special equipment classed are required to be performed as follows:\n\n·\nAnnual surveys, which are conducted for the hull and the machinery at intervals of 12 months (or up to 15 months) from the date of commencement of the class period indicated on the certificate.\n\n·\nA bottom survey, which is an examination of the outside of the ship’s bottom and related items, and is normally carried out with the ship in dry-dock. However, the classification society may give consideration to alternate examination while the ship is afloat as an in-water survey. An in-water survey is not be permitted for ships 15 years of age and over that are assigned the notation ESP. A minimum of two bottom surveys are to be held in each five-year special survey period and the maximum interval between successive bottom surveys may not exceed three years. One of the two bottom surveys required in each five-year period is to coincide with the special survey. Non-ESP vessels (i.e., containers and LNG) are eligible to apply to the flag administration for the vessel to be placed on an Extended Dry-Docking (“EDD”) regime thus extending the bottom surveys to 7.5 years. The EDD scheme provides commercial flexibility and reduced operating expenses during the survey periods.\n\n·\nIntermediate surveys, which are extended annual surveys and are typically conducted each two and a half years (or up to three years) after completion of each class renewal survey. In the case of newbuilds or vessels of up to 15 years of age, the requirements of the intermediate survey can be met through an underwater inspection in lieu of dry-docking the vessel. Intermediate surveys may be carried out on the occasion of the second or third annual survey.\n\n·\nVessels above 15 years of age, subject to enhanced survey requirements, are also dry-docked twice during each five-year cycle for inspection of the underwater parts and any deficiencies identified during the inspections need to be rectified either during the inspection or at a later stage if that is found to be appropriate based on its classification society. The classification surveyor in this case will issue a “recommendation” which must be rectified by the ship-owner within prescribed time limits.\n\n \n \n71\n\n[Table of Contents](#TableOfContents)\n\n \n\nClass renewal surveys (also known as special surveys) are carried out at the intervals indicated by the classification for the hull, which are usually at five-year intervals. During the special survey, the vessel is thoroughly examined, including Non-Destructive Inspections to determine the thickness of the steel structures. Should the thickness be found to be less than class requirements, the classification society will order steel renewals. The classification society may grant a three-month extension for completion of the special survey under certain conditions. Substantial amounts of funds may have to be spent for steel renewals to pass a special survey if the vessel experiences excessive wear and tear. In lieu of the special survey every five years, a ship-owner or manager has the option, depending on the type of ship, of arranging with the classification society for the vessel’s hull or machinery to be on a continuous survey cycle, in which every part of the vessel would be surveyed within a five-year cycle. At an owner’s application, the surveys required for class renewal may be split according to an agreed schedule to extend over the entire period of class.\n\nThese processes are referred to as Continuous Hull Survey (“CHS”) and Continuous Machinery Survey. However, the CHS notation is not valid for vessels that are subject to Enhanced Survey Program surveys, as required by the International Convention for the Safety of Life at Sea (“SOLAS”).\n\nOccasional Surveys are carried out as a result of unexpected events (e.g., an accident or other circumstances requiring unscheduled attendance by the classification society for reconfirming that the vessel maintains its class) following such an unexpected event.\n\nAll areas subject to survey, as defined by the classification society, are required to be surveyed at least once per class period, unless shorter intervals between surveys are prescribed elsewhere.\n\nMost insurance underwriters make it a condition for insurance coverage that a vessel be certified as “in class” by a classification society which is a member of the IACS. All of our vessels are certified as being “in class” by IACS members including ABS, BV, DNV, KR, and Lloyd’s Register. All new and second-hand vessels that we may purchase must be certified prior to their delivery under our standard agreements. If any vessel we contract to purchase is not certified as “in class” on the date of closing, under our standard purchase agreements, we will have no obligation to take delivery of such vessel.\n\nRisk Management and Insurance\n\nThe operation of any ocean-going vessel carries an inherent risk of catastrophic marine disasters, death or personal injury and property losses caused by adverse weather conditions, mechanical failures, human error, war, terrorism, piracy and other circumstances or events. The occurrence of any of these events may result in loss of revenues or increased costs or, in the case of marine disasters, catastrophic liabilities. Although we believe our current insurance program is usual and comprehensive in our industry, we cannot insure against all risks, and we cannot be certain that all covered risks are adequately insured against or that we will be able to achieve or maintain similar levels of coverage throughout a vessel’s useful life. Furthermore, there can be no guarantee that any specific claim will be paid by the insurer or that it will always be possible to obtain insurance coverage at reasonable rates. More stringent environmental regulations have resulted in increased costs for, and may result in the lack of availability of, insurance against the risks of environmental damage or pollution. Any uninsured or under-insured loss could harm our business and financial condition or could materially impair or end our ability to trade or operate.\n\nWe believe our current insurance program is prudent. We currently carry the traditional range of marine and liability insurance coverage for each of our vessels to protect against most of the accident-related risks involved in the conduct of our business. Specifically we carry:\n\n·\nHull and machinery insurance, which covers loss of or damage to a vessel due to marine perils such as collisions, grounding and heavy weather. Coverage is usually to an agreed “insured value” which, as a matter of policy, is never less than the particular vessel’s fair market value. Cover is subject to policy deductibles which are always subject to change;\n\n \n \n72\n\n[Table of Contents](#TableOfContents)\n\n \n\n·\nIncreased value insurance, which enhances hull and machinery insurance cover by increasing the insured value of the vessels in the event of a total loss casualty;\n\n·\nProtection and indemnity insurance, which is the principal coverage for third-party liabilities and indemnifies against such liabilities incurred while operating vessels, including injury to the crew, third parties, cargo or third-party property loss (including oil pollution) for which the shipowner is responsible. We carry the current maximum available amount of coverage for oil pollution risks, $1.0 billion per vessel per incident;\n\n·\nWar risks insurance, which covers such items as piracy and terrorism; and\n\n·\nFreight, demurrage and defense cover, which is a form of legal costs insurance covering certain costs of prosecuting or defending commercial (usually uninsured operating) claims.\n\nNot all risks are insured and not all risks are insurable. The principal insurable risks, which remain uninsured across our fleet, are “loss of hire” and “strikes”.\n\nThe following table sets forth certain information regarding our insurance coverage as of December 31, 2025:\n\nType\n\nAggregate Sum Insured for All Vessels in Our Existing Fleet\n\nHull and Machinery\n$3.4 billion\n\nIncreased Value (including Excess Liabilities)\n$731.7 million additional “total loss” coverage\n\nHull & Machinery (War Risks)\n$4.1 billion\n\nProtection and Indemnity (P&I) Pollution Liability Claims\nUp to $1.0 billion per incident per vessel\n\n \n\nCompetition\n\nWe operate in a highly fragmented, highly diversified global market with many charterers, owners and operators of vessels.\n\nCompetition for charters can be intense. The ability to obtain favorable charters depends, in addition to price, on a variety of other factors, including the location, size, age, condition and acceptability of the vessel and its operator to the charterer. Although we believe that at the present time no single company has a dominant position in the markets in which we operate, that could change and we may face substantial competition for medium-to long-term charters from a number of experienced companies who may have greater resources or experience than we do when we try to charter our vessels. However, we believe our ability to comply better with the rigorous standards of major charterers relative to less qualified or experienced operators allows us to effectively compete for new charters.\n\nRegulation\n\nGeneral\n\nOur operations and our status as an operator and manager of ships are extensively regulated by international conventions, National Maritime Regulations of Country of Registry, Classification Rules and Regulations, IACS Quality Standards, U.S. federal, state and local as well as non-U.S. health, safety and environmental protection laws and regulations, including, the Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA”), the U.S. Ports and Waterways Safety Act of 1972, the Act to Prevent Pollution from Ships, the U.S. Clean Air Act (“Clean Air Act”), the U.S. Water Pollution Control Act (“Clean Water Act”) as amended by the Oil Pollution Act of 1990, Japanese Marine traffic safety laws, Australian Marine Orders regarding stevedores safety, as well as regulations adopted by the IMO and the EU, State air emission requirements, IMO/United States Coast Guard (“USCG”)/Environmental Protection Agency (“EPA”) pollution regulations and various SOLAS amendments, International Labour Organization (“ILO”) regulations, International Telecommunications Union (“ITU”) regulations, as well as insurance requirements and other regulations described below. In addition, various jurisdictions either have or are adopting ballast water management conventions to prevent the introduction of non-indigenous invasive species, and designating local air emission control areas. Compliance with these laws, regulations and other requirements could entail additional expenses, including vessel modifications and implementation of additional operating procedures.\n\n \n \n73\n\n[Table of Contents](#TableOfContents)\n\n \n\nWe are also required by various governmental and quasi-governmental agencies and international organizations to obtain permits, licenses and certificates for our vessels, depending upon such factors as the country of registry, the cargo transported, the trading area, the nationality of the vessel’s crew, the age and size of the vessel and our status as owner or charterer. Failure to maintain necessary permits, licenses or certificates could require us to incur substantial costs or temporarily suspend the operation of one or more of our vessels or even result in detention or seizure.\n\nWe believe that the heightened environmental and quality concerns of insurance underwriters, regulators and charterers will impose greater inspection, training and safety requirements on all types of vessels in the shipping industry. In addition to inspections by us, our vessels are subject to both scheduled and unscheduled inspections by a variety of governmental and private entities, each of which may have unique requirements. These entities include the local port authorities (such as USCG, harbor master or equivalent), classification societies, flag state administration, P&I Clubs, Port State Control (“PSC”) officers, ILO inspectors, charterers, and particularly terminal operators which conduct frequent vessel inspections.\n\nIt is our policy to operate our vessels in full compliance with applicable environmental laws and regulations. However, regulatory programs are complex, frequently change and may impose increasingly strict requirements, we cannot predict the ultimate cost of complying with these and any future requirements, or their impact on the resale value or useful life of our vessels.\n\nUnited States Requirements\n\nThe United States regulates the shipping industry with extensive environmental protection requirements and a liability regime addressing violations and the cleanup of oil spills, primarily through the Oil Pollution Act of 1990 (“OPA 90”), CERCLA and certain coastal state laws.\n\nUnder OPA 90, vessel operators, including vessel owners, managers and bareboat or “demise” charterers, are “responsible parties” who share strict joint and several liability for all containment and clean-up costs and other damages arising from oil spills from their vessels. These “responsible parties” would not be liable if the spill results solely from the act or omission of a third party, an act of God or an act of war. OPA 90 liability for non-tank vessels, edible oil tank vessels, and any oil spill response vessels, is the greater of $1,200 per gross ton or $997,000 (subject to periodic adjustment for inflation). However, these limits of liability do not apply if an incident was proximately caused by the violation of an applicable United States federal safety, construction or operating regulation by a responsible party (or its agent, employee or a person acting pursuant to a contractual relationship), or a responsible party’s gross negligence or willful misconduct. The limitation on liability similarly does not apply if the responsible party fails or refuses to (i) report the incident as required by law where the responsible party knows or has reason to know of the incident; (ii) reasonably cooperate and assist as requested in connection with oil removal activities; or (iii) without sufficient cause, comply with an order issued under the Federal Water Pollution Act (Section 311 (c), (e)) or the Intervention on the High Seas Act. OPA 90 specifically permits individual states to impose their own additional liability regimes with regard to oil pollution incidents occurring within their boundaries, and some states, notably California, Florida, Maine, and Washington, have enacted legislation providing for increased liability for discharge of pollutants within their waters.\n\nCERCLA applies to the discharge of hazardous substances (other than oil) whether on land or at sea in U.S. jurisdictional waters, and contains a liability regime that provides for recovery of cleanup costs and damages to natural resources. Liability under CERCLA is limited to the greater of $300 per gross ton or $5.0 million for vessels carrying any hazardous substances as cargo, or the greater of $300 per gross ton or $0.5 million for any other vessel, per release of or incident involving hazardous substances. As with OPA 90, these limits of liability do not apply if the incident is caused by gross negligence, willful misconduct, violation of certain regulations or if the responsible party fails or refuses to report the incident or fails to provide all reasonable cooperation and assistance requested in response activities, in which case, liability is unlimited. While OPA 90 and CERCLA would not apply to the discharge of LNG, these laws may affect us because we carry oil as fuel, lubricants for our engines and other maintenance chemicals, and the discharge of these could cause an environmental hazard. We believe that we are in material compliance with OPA 90, CERCLA and all applicable state and local regulations in U.S. ports where our vessels call.\n\n \n \n74\n\n[Table of Contents](#TableOfContents)\n\n \n\nThe Clean Water Act requires owners and operators of vessels to adopt contingency plans for reporting and responding to oil spill scenarios up to a “worst case” scenario and to identify and ensure, through contracts or other approved means, the availability of necessary private response resources to respond to a “worst case discharge.” In addition, periodic training programs, drills for shore and response personnel, and for vessels and their crews, are required. Our vessel response plans have been approved by the USCG. The Clean Water Act prohibits the discharge of oil or hazardous substances in U.S. navigable waters and imposes strict liability in the form of penalties for unauthorized discharges. The Clean Water Act also imposes significant penalties for damage caused by water pollution.\n\nU.S. EPA regulations govern the discharge into U.S. waters of ballast water and other substances incidental to the normal operation of vessels. Under EPA regulations, our vessels are required to obtain coverage under the EPA 2013 Vessel General Permit (“VGP”) by submitting a Notice of Intent. The VGP incorporates current USCG requirements for ballast water management as well as supplemental ballast water requirements, and includes technology-based and water-quality based limits for other discharges, such as deck runoff, bilge water and gray water. USCG regulations will phase in stricter VGP ballast management requirements in the future and U.S. EPA published new vessel discharge standards in October 2024, which could ultimately replace the VGP program by 2026.\n\nAdministrative obligations, such as monitoring, recordkeeping and reporting requirements also apply. Implementation of the water treatment standards adopted by the USCG/EPA is required earlier than the implementation of equivalent standards agreed by the IMO. For trading in U.S. waters, vessels are to be fitted with ballast water treatment systems approved by the USCG at the first bottom survey after January 1, 2016. A number of BWTS technologies have Alternate Management System (“AMS”) extension approvals and a number of other systems have recently received a USCG type BWTS approval. As of the date of this Annual Report, all of our vessels are equipped with BWTS.\n\nThe Clean Air Act requires the EPA to promulgate standards applicable to emissions of volatile organic compounds, hazardous air pollutants, greenhouse gases and other air contaminants. The Clean Air Act also requires states to draft State Implementation Plans (“SIPs”) designed to attain national health-based air quality standards, which have significant regulatory impacts in controlling air emissions from all sources. Several SIPs regulate emissions resulting from vessel loading and unloading operations by requiring the installation of vapor control equipment. Individual states, including California, also regulate vessel emissions within state waters. California also has adopted fuel content regulations that will apply to all vessels sailing within 24 miles of the California coastline or whose itineraries call for them to enter any California ports, terminal facilities, or internal or estuarine waters. In addition, the IMO designates areas extending 200 miles from the U.S. territorial sea baseline adjacent to the Atlantic/Gulf and Pacific coasts and the eight main Hawaiian Islands as Sulphur Emission Control Areas and NOx Emission Control Areas under amendments to the Annex VI of MARPOL (discussed below). In addition, regulatory initiatives to require cold-ironing (shore-based power while docked) have been adopted in California and cold-ironing or alternative emission reduction measures are under consideration, have been adopted, or are in the process of adoption in a number of other jurisdictions to reduce air emissions from docked ships. Compliance with these regulations entails significant capital expenditures or otherwise increases the costs of our operations.\n\ni       California Air Resources Board Regulations\n\nThe California Air Resources Board (“CARB”) enforces strict air quality regulations for ships operating within 24 nautical miles of the California coastline. Key requirements include a 0.10% sulphur fuel limit, at-berth emission reductions (e.g., shore power), and fuel usage reporting. CARB is also exploring stricter nitrous oxides (“NOx”) and greenhouse gas (“GHG”) regulations, which could further impact ship operations in California waters.\n\n \n \n75\n\n[Table of Contents](#TableOfContents)\n\n \n\nii       Inflation Reduction Act\n\nThe Inflation Reduction Act (“IRA”), enacted in August 2022, includes provisions that could impact the shipping industry, such as tax credits for alternative fuels (e.g., biofuels, hydrogen, etc.) and incentives for carbon capture and storage.\n\nChina Requirements\n\nChina established coastal emission control areas (“ECA”) that capped the sulphur content of marine fuels. The three ECAs are the Pearl River Delta, the Yangtze River Delta and Bohai Bay. These coastal ECAs are designated under Chinese domestic law and are not MARPOL Annex VI designated ECAs and exclude the waters under the jurisdiction of Hong Kong, Macao and Taiwan. Since 1 January 2019, vessels operating within such a coastal ECA have been required to use fuel with a maximum sulphur content of 0.50%. The China Maritime Safety Administration issued an “Implementation Scheme of 2020 Global Marine Fuel Oil Sulphur Cap” according to which, among other requirements, from 1 January 2022 a sulphur cap of 0.10% applies to seagoing vessels entering Hainan Waters within the coastal ECA.\n\nKorea Requirements\n\nFrom 1 September 2020, the South Korea government implemented mandatory Sulphur Emission Control Areas (SECAs) requiring the use of 0.1% sulphur fuel by ships in specified port areas. The following seaport areas became Korean SECAs, Incheon (including Gyeongin port), Pyeongtaek Dangjin Yeosu Gwangyang (including Hadong port) Busan Ulsan.\n\nEffective from 1 September 2020, all ships (including foreign-flagged vessels) berthed or at anchorage in the above SECAs must ensure that, one hour after mooring (or anchoring) and one hour before de-berthing (or heaving anchor), sulphur content of fuel oils used on board does not exceed 0.1% m/m (or an approved equivalent arrangement is used).\n\nEffective from 1 January 2022, all ships (including foreign-flagged vessels) entering or leaving the SECAs must comply with the same 0.1% m/m sulphur fuel limit using the appropriate fuel oils (or approved equivalent arrangement).\n\nEU requirements\n\nIn September 2020, the EU agreed to cut GHG emissions by at least 55% by 2030 and to become climate neutral by 2050.\n\nThe EU has developed a legislative package, called “Fit for 55” aimed to pave the way to the 2030 GHG emissions target. It is considered one of the most ambitious regulatory frameworks to reverse climate change and build a sustainable economy and it is in line with the Paris Agreement objective to keep the global temperature increase to well below 2° C and pursues efforts to keep it below 1.5° C. The legislative package consists of both new technical and market based regulations along with the revision of existing ones. The “Fit for 55” package was tabled in July 2021 to respond to the requirements in the EU Climate Law to reduce Europe’s net GHG emissions and updated when the European Commission proposed more ambitious targets on renewable energy and energy efficiency in the “REPowerEU” plan to respond to Russia’s invasion of Ukraine and boost Europe’s energy security. The final legislative package is expected to reduce EU net GHG emissions by 57% by 2030. While this legislative package is a central part of the European “Green Deal”, work continues on other pending legislative files and proposals, and on the implementation of legislation in the Member States.\n\n \n \n76\n\n[Table of Contents](#TableOfContents)\n\n \n\nThe EU began accounting for seaborne emissions generated in European territorial waters in 2018 with the EU MRV Regulation. In the context of the “Fit for 55” legislative package, the proposals affecting the maritime industry are:\n\n·\n**ETS Directive**: The EU has determined that maritime shipping will be included in the ETS as from 2024 in the absence of a comparable system operating under the IMO, with the ships presently reporting emissions under the EU MRV Regulation required to purchase CO2 emission credits. The revision of the ETS entered into force on June 5, 2023. From January 1, 2024, the maritime industry has been gradually integrated into the ETS. Shipping companies operating in European territorial waters are required to submit at the end of each reporting period the equivalent amount of European Emissions Allowances (“EUAs”) based on their verified monitored emissions of the previous year. The emissions covered under the ETS are:\n\n·\n100% of the emissions of intra EU voyages;\n\n·\n50% of the emissions of voyages departing from or arriving to a port of a member State and a port of a third country;\n\n·\n100% of the emissions generated at berth in EU port.\n\nImplementation for the maritime industry began on January 1, 2024 for cargo and passenger ships of 5000 gross tonnage and above.\n\nStarting in 2025, shipping companies are required to surrender by September 30 of each year, EUAs corresponding to their verified GHG emissions of the previous monitoring year. There will be a gradual phase-in of the required allowances to be submitted.\n\n·\nBy September 30, 2025, surrender of EUAs corresponding to 40% of 2024 verified CO2 emissions.\n\n·\nBy September 30, 2026, surrender of EUAs corresponding to 70% of 2025 verified CO2 emissions.\n\n·\nBy September 30, 2027, surrender of EUAs corresponding to 100% of 2026 verified CO2, CH4 and N2O emissions in the form of CO2 equivalent.\n\nShipping companies must surrender allowances to the EU Member State which corresponds to their administering authority. The allowances must be submitted through the maritime operator holding account for that EU Member State. Failure to surrender allowances within the deadline for a single ship can affect compliance for an entire fleet. Companies that fail to surrender allowances are liable for an excess emissions penalty of 100 Euros per tonne of CO2 and are still liable for surrender of the required allowances.\n\nIn line with the “polluter pays” principle, a shipping company could, by means of a contractual arrangement, hold the entity that is directly responsible for the decisions affecting the CO2 emissions of the ship accountable for the compliance costs under the ETS. This entity would normally be the entity that is responsible for the choice of fuel, route and speed of the ship.\n\nDuring the fourth quarter of 2023, we took proactive steps to prepare for upcoming ETS regulation by:\n\n·\nquantifying and projecting our EUAs exposure;\n\n·\nidentifying operational processes that need to be established to comply with the regulations;\n\n·\nrevising and enhancing our legal documentation and time charter agreements to align with regulatory requirements; and\n\n \n \n77\n\n[Table of Contents](#TableOfContents)\n\n \n\n \n\n·\nconfiguring systems for monitoring and reporting.\n\nThese actions were aimed at ensuring our readiness and compliance with the evolving regulatory landscape.\n\nDuring 2024, we:\n\n·\nproceeded with the opening of Maritime Operating Holding Accounts in compliance with regulatory directives;\n\n·\nproceeded on exchanging and reconciling data with involved stakeholders;\n\n·\nstrengthened our operations and systems to support the new regulations;\n\n·\nestablished robust EUA procurement platforms with reputable counterparties, ensuring efficient EUA acquisitions when required; and\n\n·\nincorporated emissions-related costs into our commercial arrangements, including through charterparty provisions and/or emissions clauses, providing for the pass-through of such costs to charterers.\n\nDuring 2025, we:\n\n·\nfulfilled all applicable ETS compliance obligations, including the collection of EUAs from charterers and the timely surrender of allowances to the competent administrative authorities;\n\n·\nensured that all vessels were fully compliant with ETS requirements; and\n\n·\nobtained and maintained onboard the vessels the relevant documents of compliance for all applicable vessels.\n\n·\n**FuelEU Regulation:**This is a technical measure that incentivizes the production and uptake of sustainable low carbon and renewable fuels. From January 1, 2025, the GHG intensity of energy consumed onboard vessels on European voyages is evaluated on a well-to-wake (“WtW”) basis. Starting from 2025, an upper limit of GHG intensity—which is calculated based on the EU MRV data from 2020—will be gradually decreased every five years from 2% in 2025 to 80% in 2050. The regulation sets an upper limit on energy’s GHG intensity, expressed in gCO2eq/megajoule. The reference value is set at 91.16 grams of CO2e per megajoule based on energy used on board by ships in 2020, determined by the reported data in the framework of Regulation (EU) 2015/757, EU MRV. In order to ensure that the energy used on board will be less carbon intensive over time, the GHG intensity limit will be periodically reduced. For each reporting year, the energy used on board must be below the reference GHG intensity. If the actual GHG intensity is higher, a remedial penalty will be imposed. When a ship has a compliance deficit for two or more consecutive reporting periods, the remedial penalty will be multiplied by a factor that is increased for each year of non-compliance. The progressive reduction of upper limit of GHG intensity is intended to incentivize the development and uptake of biofuels and renewable fuels of non-biological origin (“RFNBOs”). Furthermore, the regulation permits a ship to bank a compliance surplus during a reporting period and use it in the following reporting period. In addition, several vessels of the same or different owners may create a compliance pool so as to take advantage of their aggregate surplus.\n\nAdditionally, from January 1, 2030, containerships and passenger ships will be required to adopt cold-ironing by connecting to onshore power supply (“OPS”) and use it for all energy needs while at berth in a port of call under the jurisdiction of a Member State. Similar to the ETS, non-compliance may lead to fines and vessels being banned from EU waters.\n\nThe FuelEU Regulation supports LNG as a transitional fuel, allowing LNG-powered vessels, like ours, to comply up to the reporting period of 2035 to 2040. Moreover, the FuelEU Regulation “pooling” mechanism may create upside potential. After conducting an internal assessment of the impact of the FuelEU Regulation on our fleet, we anticipate that we will not incur any penalties in the short to medium term.\n\n \n \n78\n\n[Table of Contents](#TableOfContents)\n\n \n\nDuring 2025, we:\n\n·\nimplemented internal system upgrades to support the calculation, monitoring and reporting of FuelEU Regulation compliance metrics, including GHG intensity and energy use;\n\n·\nestablished processes and controls for data collection, verification and submission in line with regulatory requirements; and\n\n·\nenhanced our operational and reporting framework to ensure readiness for compliance with FuelEU Regulation obligations.\n\n·\n**Alternative Fuel Infrastructure Regulation**(“AFIR”): In July 2023, AFIR was revised to support the objectives of the FuelEU Regulation by requiring EU Member States to speed up the provision of LNG bunkering terminals and OPS in major ports as follows:\n\n·\nContainerships and passenger ship terminals are required to have provisions by January 1, 2030 for OPS that meet 90% of the expected demand of those ports for containerships and passenger ships over 5,000 gross tonnage, where there are a certain number of port calls by those ship.\n\n·\nSets targets from 1 January 2025 for the supply of liquid methane through an appropriate number of refueling points (as determined by the Member States) in maritime ports. These targets are aligned and consistent with the FuelEU Regulation.\n\n·\n**Renewable Energy Directive**(“RED II”): In November 2016, the European Commission published its Clean Energy for all Europeans initiative. As part of this package, the Commission adopted a legislative proposal for a recast of the Renewable Energy Directive. In the context of the co-decision procedure, a final compromise text among the EU institutions was agreed in June 2018. In December 2018, the revised renewable energy directive 2018/2001/EU entered into force. In RED II, the overall EU target for Renewable Energy Sources consumption by 2030 has been raised to 32%. The Commission’s original proposal did not include a transport sub-target, which has been introduced by co-legislators in the final agreement: Member States must require fuel suppliers to supply a minimum of 14% of the energy consumed in road and rail transport by 2030 as renewable energy. The Directive 2009/28/EC specifies national renewable energy targets for 2020 for each country, taking into account its starting point and overall potential for renewables. These targets range from a low of 10% in Malta to a high of 49% in Sweden. The RED II defines a series of sustainability and GHG emission criteria that bioliquids used in transport must comply with to be counted towards the overall 14% target and to be eligible for financial support by public authorities. Some of these criteria are the same as in the original RED, while others are new or reformulated. In particular, the RED II introduces sustainability for forestry feedstocks as well as GHG criteria for solid and gaseous biomass fuels. Default GHG emission values and calculation rules are provided in Annex V (for liquid biofuels) and Annex VI (for solid and gaseous biomass for power and heat production) of the RED II. The Commission can revise and update the default values of GHG emissions when technological developments make it necessary. Economic operators have the option to either use default GHG intensity values provided in RED II or to calculate actual values for their pathway.\n\n·\n**Energy Taxation Directive**: A revision of the Energy Taxation Directive has been proposed to align the taxation of energy products and electricity with the EU’s energy, environment and climate policies. This will be done by taxing fuels that pollute at higher rates than those of less polluting and more sustainable alternative fuels. A specific provision of the proposal affecting the maritime transport sector is to remove tax exemption from conventional fuels used between EU ports and incentivize the uptake of alternative fuels by keeping them tax exempt for a transitional period of 10 years. Member States can also apply a tax exemption to shore-side electricity to incentivize its use.\n\n \n \n79\n\n[Table of Contents](#TableOfContents)\n\n \n\n \n\n·\n**Corporate Sustainability Due Diligence Directive**: On July 25, 2024, the Directive on corporate sustainability due diligence (Directive 2024/1760) (“CS3D”) entered into force. The aim of the CS3D is to foster sustainable and responsible corporate behavior in companies’ operations and across their global value chains. The new rules will ensure that companies in scope identify and address adverse human rights and environmental impacts of their actions inside and outside Europe. The CS3D sets out an obligation for large companies to adopt and put into effect, through best efforts, a transition plan for climate change mitigation aligned with the 2050 climate neutrality objective of the Paris Agreement as well as intermediate targets under the European Climate Law. An omnibus proposal to amend the Corporate Sustainability Due Diligence Directive with a view to simplifying the duties and reducing regulatory burden, while preserving the original policy objectives was adopted by the European Commission in February 2025. The Council and the European Parliament reached a provisional agreement on the proposed legislation in December 2025, and further developments are expected in 2026. Under the provisional agreement, Member States will have to transpose the CS3D into national law by 26 July 2028. Companies will have to comply with the new measures by July 2029. In addition, the provisional agreement increases the thresholds for the application of the CS3D to 5,000 employees and €1.5 billion net turnover. Subject to further negotiations between the co-legislators and transposition of the CS3D into national law, we may become subject to the CS3D. If we become subject to the CS3D, we would be responsible for the costs of establishing and operating the due diligence process and any transition costs, including expenditure and investments to adapt our operations and value chains to comply with the due diligence obligation, if needed.\n\nInternational Requirements\n\nIn September 1997, the IMO adopted Annex VI to the International Convention for the Prevention of Pollution from Ships to address air pollution from ships. Annex VI sets limits on sulphur oxide and nitrogen oxide emissions from ship exhausts and prohibits deliberate emissions of ozone depleting substances, such as chlorofluorocarbons. Annex VI also includes a global cap on the sulphur content of fuel oil and allows for special SECAs to be established with more stringent controls on sulphur emissions.\n\nAmendments to Annex VI to the MARPOL address particulate matter, nitrogen oxide and sulphur oxide emissions. The revised Annex VI reduces air pollution from vessels by, among other things (i) implementing a progressive reduction of sulphur oxide emissions from ships, and (ii) establishing new tiers of stringent nitrogen oxide emissions standards for new marine engines, depending on their date of installation. A global 0.5% sulphur cap on marine fuels came into force on January 1, 2020, as agreed in amendments adopted in 2008 for Annex VI to the MARPOL.\n\nAnnex VI sets progressively stricter regulations to control sulphur oxides and NOx emissions from ships, which present both environmental and health risks. The 0.5% sulphur cap marks a significant reduction from the prior global sulphur cap of 3.5%, which came into effect on January 1, 2012. Shipowners can meet the new requirements by continuing to use fuel types which exceed the 0.5% sulphur limit and retrofitting an approved Exhaust Gas Cleaning System (also known as scrubbers) to remove sulphur from exhaust, which would require a substantial capital expenditure and prolonged off-hire of the vessel during installation, or use petroleum fuels such as marine gasoil (MGO), which meet the 0.5% sulphur limit. Depending on the vessel type and size, this could mean a substantial increase in the cost of bunkers for the vessel. This cost could increase further if the refining sector is unable to cope with the higher distillate demand, resulting in a tight distillate market and wider spread between HSFOs and MGOs, or by retrofitting the vessel to handle alternative fuels, such as LNG, methanol, biofuels, LPG, etc. Retrofitting vessels for the consumption of these type of alternative fuels would involve a substantial capital expenditure and might be uneconomical for most conventional vessel types given current technology and design challenges.\n\nAdditionally, as of January 1, 2015, more stringent sulphur emission standards apply in coastal areas designated as SECAs. We incur additional costs to comply with these revised standards. A failure to comply with Annex VI requirements could result in a vessel not being able to operate. All of our vessels are subject to Annex VI regulations. We believe that our existing vessels meet relevant Annex VI requirements. Nevertheless, as most existing vessels are not designed to operate on ultra-low sulphur distillate fuel continuously, we are introducing mitigating measures and or modifications enabling vessels to operate continuously within SECAs. These mitigation measures and modifications may increase our operating expenses.\n\n \n \n80\n\n[Table of Contents](#TableOfContents)\n\n \n\nNOx is one of the gaseous pollutants from ships regulated by the International Convention for the Prevention of Pollution from Ships (“MARPOL Annex VI(1)”), published by the IMO. Under Regulation 13 of MARPOL Annex VI, three tiers of NOx emission limits are set for diesel engines with a power output higher than 130 kW, i.e., Tier I, Tier II and Tier III. Each Tier limits the NOx emission to a specific value based on the rated engine speed. Diesel engines for installation on a ship constructed on or after January 1, 2016 are subject to IMO Tier III requirements when the ship is operating in a NOx Tier III emission control area (a “NOx ECA”) designated under Regulation 13 of MARPOL Annex VI.\n\nThe North American area, the United States Caribbean Sea area, the Baltic Sea area and the North Sea area are currently designated as NOx ECAs.\n\nAir emissions requirements are driving the development of primary engine technologies and secondary exhaust emissions abatement systems to reduce exhaust emissions from ships. As a result, a number of techniques and design features are utilized by internal combustion engine manufacturers to reduce NOx emissions. The predominant technologies used to achieve compliance with the IMO Tier III limit include reduction of NOx emission at the source and the treatment of the exhaust gas after combustion. Compliance with NOx Tier III increases the capital expenses of vessels due to the introduction of complex installations of technologies to treat exhaust gas after combustion.\n\nIn general, as our vessels are employed under time charter arrangements, our charterers are responsible for procuring compliant bunkers for our vessels and incur the cost of these bunkers.\n\nThe ISM code, promulgated by the IMO, also requires the party with operational control of a vessel to develop an extensive safety management system that includes, among other things, the adoption of a safety and environmental protection policy setting forth instructions and procedures for operating its vessels safely and describing procedures for responding to emergencies. The ISM code requires that vessel operators obtain a safety management certificate for each vessel they operate. No vessel can obtain a certificate unless its manager has been awarded a document of compliance, issued by each flag state, under the ISM code. All of our ocean-going vessels are ISM certified.\n\nVessels that transport gas, including LNG/C vessels and LPG carriers, are also subject to the International Gas Carrier Code (“IGC”) which provides a standard for the safe carriage of LNG, LPG and certain other liquid gases by prescribing the design and construction standards of vessels involved in such carriage. Each of our vessels is in compliance with the IGC Code. The relevant Manager holds a document of compliance under the ISM code for operation of gas carriers.\n\nNoncompliance with the ISM code and other IMO regulations may subject the shipowner or bareboat charterer to increased liability, may lead to increased premiums and decreases in available insurance coverage for affected vessels and may result in the denial of access to, or detention in, some ports.\n\nMany countries have ratified and follow the liability plan adopted by the IMO and set out in the International Convention on Civil Liability for Oil Pollution Damage of 1969 (the “CLC”) (the United States, with its separate OPA 90 regime, is not a party to the CLC). Under this convention and depending on whether the country in which the damage results is a party to the 1992 Protocol to the International Convention on Civil Liability for Oil Pollution Damage, a vessel’s registered owner is strictly liable for pollution damage caused in the territorial waters of a contracting state by discharge of persistent oil, subject to certain defenses. Under the Protocol for vessels of 5,000 to 140,000 gross tons, liability is limited to approximately $7.1 million plus $989.2 for each additional gross ton over 5,000. For vessels of over 140,000 gross tons, liability is limited to approximately $140.7 million. As the convention calculates liability in terms of a basket of currencies, these figures are based on currency exchange rates on December 31, 2010. The right to limit liability is forfeited under the International Convention on Civil Liability for Oil Pollution Damage where the spill is caused by the owner’s actual fault and under the 1992 Protocol where the spill is caused by the owner’s intentional or reckless conduct. Vessels trading to states that are parties to these conventions must provide evidence of insurance covering the liability of the owner. In jurisdictions where the International Convention on Civil Liability for Oil Pollution Damage has not been adopted, various legislative schemes or common law regimes govern, and liability is imposed either on the basis of fault or in a manner similar to that convention. We believe that our P&I insurance will cover the liability coverage requirements under the plan adopted by the IMO.\n\n \n \n81\n\n[Table of Contents](#TableOfContents)\n\n \n\nIn 2001, the IMO adopted the International Convention on Civil Liability for Bunker Oil Pollution Damage (the “Bunker Convention”), which imposes strict liability on ship owners for pollution damage caused by discharges of bunker oil in jurisdictional waters of ratifying states. The Bunker Convention also requires registered owners of ships over a certain size to maintain insurance for pollution damage in an amount equal to the limits of liability under the applicable national or international limitation regime (but not exceeding the amount calculated in accordance with the Convention on Limitation of Liability for Maritime Claims of 1976, as amended). Our fleet has been issued with a certificate attesting that insurance is in force in accordance with the insurance provisions of the convention.\n\ni       IMO Sulphur CAP Regulation\n\nThe IMO’s global 0.50% sulphur cap on marine fuels, effective since January 1, 2020, requires ships to use low-sulphur fuels or install exhaust gas cleaning systems (scrubbers) to comply. In SECAs, the limit is 0.10%. Non-compliance can result in fines, detention, or denial of access to ports. The regulation is part of MARPOL Annex VI and is a key component of the IMO’s strategy to reduce air pollution from ships.\n\nii       New Emission Control Areas\n\nThe IMO has designated several new ECAs where stricter limits on sulphur and NOx apply. These include the Baltic Sea, North Sea, North American ECA, and United States Caribbean Sea ECA. A Mediterranean ECA has been established imposing a 0.10% sulphur limit in the region from May, 1, 2025. Compliance with ECA regulations requires the use of low-sulphur fuels, scrubbers, or alternative fuels.\n\niii       Cyber Security Regulations\n\nThe IMO has introduced guidelines on cyber risk management, requiring shipping companies to incorporate cyber risk management into their safety management systems under the ISM Code. This is increasingly important as the shipping industry becomes more digitized and reliant on technology. Companies must ensure that their vessels and shore-based systems are protected against cyber threats. This is complemented by IACS UR E26/27 on Cyber Security.\n\niv       Biofouling Management\n\nThe IMO has developed guidelines for the control and management of ships’ biofouling to minimize the transfer of invasive aquatic species. While not yet mandatory, these guidelines are becoming increasingly important, and some countries are starting to implement their own biofouling regulations. Compliance with these guidelines will require regular hull inspections and cleaning to prevent the spread of invasive species. As of the date of this Annual Report, all of our vessels are equipped with BWTS.\n\nv       Plastic Pollution Regulations\n\nThe IMO is addressing the issue of plastic pollution from ships, and new regulations may be introduced to limit the discharge of plastics into the ocean. Some countries have already implemented strict regulations on plastic waste management, and this trend is likely to continue. Ship operators must ensure that they have proper waste management systems in place to comply with these regulations.\n\nvi       Crew Welfare and ILO Regulations\n\nRecent amendments to the Maritime Labour Convention have focused on improving living and working conditions for seafarers, including access to medical care, repatriation, and fair treatment. These updates have significant implications for ship operators, who must ensure that their vessels comply with the latest ILO regulations on crew welfare.\n\n \n \n82\n\n[Table of Contents](#TableOfContents)\n\n \n\nvii       Ship Recycling Regulations\n\nThe Hong Kong International Convention for the Safe and Environmentally Sound Recycling of Ships is expected to enter into force by 2028, and it will impose new requirements on shipowners regarding the recycling of vessels.\n\nClimate Change and Greenhouse Gas Regulation\n\nIncreasing concerns about climate change have resulted in a number of international, national and regional measures to limit greenhouse gas emissions and additional stricter measures can be expected in the future.\n\nThe Kyoto Protocol to the United Nations Framework Convention on Climate Change, or Kyoto Protocol, requires participating countries to implement national programs to reduce emissions of certain gases, generally referred to as greenhouse gases, which contribute to global warming. Currently, the emissions of greenhouse gases from international shipping are not subject to the Kyoto Protocol. However, new treaties may be adopted in the future that include restrictions on shipping emissions. The EU also has indicated that it intends to propose an expansion of the existing ETS to include emissions of greenhouse gases from vessels. In addition, the EPA has begun regulating greenhouse gas emissions under the Clean Air Act and climate change initiatives have been adopted by state and local jurisdictions and are being considered in the U.S. Congress. A consensus agreement reached at the 2015 United Nations Climate Change Conference in Paris and ratified in October 2016 commits participating nations to reduce greenhouse gas emissions with a goal of keeping global temperature increases well below two degrees Celsius, above pre-industrial levels and pursuing efforts to limit the temperature increase to 1.5°C above pre-industrial levels with regular five-year reviews of progress beginning in 2023. National and multilateral efforts to meet these goals could result in reductions in the use of carbon fuels generally, and stricter limits on greenhouse gas emissions from ships in particular. Any passage of climate control legislation or other regulatory initiatives by the IMO, EU, the U.S. or other countries where we operate that restrict emissions of greenhouse gases could have a financial impact on our operations that we cannot predict with certainty at this time. In addition, scientific studies have indicated that increasing concentrations of greenhouse gases in the atmosphere can produce climate changes with significant physical effects, such as increased frequency and severity of storms, floods and other severe weather events that could affect our operations. Increased concern over the effects of climate change may also affect energy strategies and consumption patterns which could adversely affect demand for the marine transport of petroleum and/or LNG products.\n\nIMO continues to contribute to the global fight against climate change, in support of the UN Sustainable Development Goal 13, to take urgent action to combat climate change and its impacts. In 2018, IMO adopted an initial strategy on the reduction of GHG emissions from ships, setting out a vision which confirms IMO’s commitment to reducing GHG emissions from international shipping and to phasing them out as soon as possible. The initial GHG strategy envisages, in particular, a reduction in carbon intensity of international shipping (to reduce CO2 emissions per transport work, as an average across international shipping, by at least 40% by 2030, pursuing efforts towards 70% by 2050, compared to 2008), and that total annual GHG emissions from international shipping be reduced by at least 50% by 2050 compared to 2008. In June 2021, the IMO adopted extensive new CO2 regulations applicable to existing ships. The Energy Efficiency Existing Ship Index (“EEXI”) addresses the technical efficiency of ships and the Carbon Intensity Indicator (“CII”) rating scheme addresses the operational efficiency of ships. A ship’s EEXI is a one-time certification and it indicates the ship’s energy efficiency compared to a baseline derived from the ship’s Energy Efficiency Design Index. The calculated attained EEXI value for each individual ship must be below the required EEXI to ensure the ship meets a minimum energy efficiency standard. An energy efficiency certificate is issued when the EEXI is verified, which must be no later than the first annual, intermediate or renewal International Air Pollution Prevention survey or, for ships delivered after January 1, 2023, delivery of the initial International Energy Efficiency certificate. From 2023, the CII requirements took effect for our entire fleet, with the first annual reporting on carbon intensity completed in 2023 and the first rating to be given in 2024. Within 3 months after the end of each calendar year, ships are required to calculate the attained annual operational CII over a 12-month period using data from the IMO Data Collection System and report it to its flag administration or recognized organization who is required to:\n\n·\ndetermine whether the data has been properly reported,\n\n·\nverify the attained annual operational CII,\n\n \n \n83\n\n[Table of Contents](#TableOfContents)\n\n \n\n \n\n·\ndetermine the operational carbon intensity rating (A, B, C, D or E)\n\n·\nissue a Statement of Compliance related to fuel oil consumption reporting and annual operational carbon intensity rating.\n\nFor ships rated as “D” for three consecutive years or rated as “E” for one year, on the subsequent year, the Ship Energy Efficiency Management Plan Part III shall be amended with a plan of corrective actions to achieve the required annual operational CII. The Company has developed procedures and monitoring tools, which are already in place, for effective management of CII implementation. We have obtained all official ratings for the vessels in our fleet.\n\nMoreover, the MEPC held its 80th session from July 3 to July 7, 2023 and reached consensus on the revision of its Initial IMO Strategy on Reduction of GHG Emissions from Ships and approved the 2023 IMO Strategy on Reduction of GHG Emissions from Ships (the “2023 IMO GHG Reduction Strategy”).\n\nThe objectives of 2023 IMO GHG Reduction Strategy are:\n\n·\nenhancing IMO’s contribution to global efforts (e.g., the Paris Agreement and United Nations 2030 Agenda for Sustainable Development) to reduce GHG emissions in international shipping;\n\n·\nidentifying actions the international shipping sector should implement, while addressing impacts on states and supporting the consistent development of global trade and maritime transport services; and\n\n·\nspecifying actions and measures that will contribute to achieving those objectives along with incentives for research and development and monitoring of GHG emissions from international shipping.\n\nThe 2023 IMO GHG Reduction Strategy sets higher goals compared to the Initial IMO Strategy on Reduction of GHG Emissions from Ships. The news goals and indicative checkpoints consider the WtW GHG emissions of marine fuels, as addressed in the guidelines on lifecycle GHG intensity of marine fuels with the overall objective of reducing GHG emissions of international shipping without a shift to other sectors.\n\nThe new goals of the 2023 IMO GHG Reduction Strategy are as follows:\n\n1.\nreducing the carbon intensity of ships through further improvement to the energy efficiency of new ships;\n\n2.\nreducing the carbon intensity of international shipping by reducing CO2 emissions per transport work, as an average across international shipping, by at least 40% by 2030, compared to 2008;\n\n3.\nincreasing the uptake of zero or near-zero GHG emission technologies, fuels and/or energy sources used by international shipping by at least 5% (and striving for 10%) by 2030; and\n\n4.\nreducing GHG emissions from international shipping to net zero by or around 2050, with peak GHG emissions from international shipping occurring as soon as possible.\n\nIn addition, the Committee established two indicative checkpoints to reach net-zero GHG emissions from international shipping:\n\ni\nreducing the total annual GHG emissions from international shipping by at least 20% (striving for 30%) by 2030, compared to 2008; and\n\nii\nreducing the total annual GHG emissions from international shipping by at least 70% (striving for 80%) by 2040, compared to 2008.\n\n \n \n84\n\n[Table of Contents](#TableOfContents)\n\n \n\nThe Committee agreed on the following timelines for the candidate measures set out in the 2023 IMO GHG Reduction Strategy:\n\n·\nreview of the short-term mandatory goal-based technical and operational measures completed by January 1, 2026;\n\n·\nfinalize and agree upon mid-term GHG reduction measures by 2025 (other candidate mid-term GHG reduction measures may be finalized and agreed between 2023 and 2030); and\n\n·\nfinalize and agree upon long-term GHG reduction measures as part of the 2028 review of the 2023 IMO GHG Reduction Strategy.\n\nAt its 83rd session in April 2025, the 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\nOur strategy to address the developments outlined in the 2023 IMO GHG Reduction Strategy involves proactive impact assessment of upcoming regulations and timeline adherence. Looking ahead, we anticipate active involvement in the development of long-term measures beyond 2030, aligning with the 2028 review of the 2023 IMO GHG Reduction Strategy. Our approach underscores our commitment to offer value to our stakeholders, environmental stewardship and sustainable maritime practices.\n\nC.\nOrganizational Structure\n\nWe are a corporation organized in the Republic of the Marshall Islands. Please read “Item 4. Information on the Company—A. History and Development of the Company—Developments in 2025” for further information on our conversion from a Marshall Islands limited partnership to a corporation. As of the date of this Annual Report, the Company has 48 subsidiaries which are incorporated in the Marshall Islands, Liberia and Cyprus. Of our subsidiaries, 14 either own or leaseback vessels in our fleet and 16 own vessels under construction. Our subsidiaries are wholly-owned by us. A list of our subsidiaries as of the date of this Annual Report is set forth in Exhibit 8.1 to this Annual Report.\n\nPlease also see Note 1 (Basis of Presentation and General Information) to our Financial Statements for a list of our significant subsidiaries as of December 31, 2025.\n\nD.\nProperty, Plants and Equipment\n\nOther than our vessels, we do not have any material property. For further details regarding our vessels, including any environmental issues that may affect our utilization of these assets, please read “—B: Business Overview—Our Fleet” and “—Regulation” above. Our obligations under our financing arrangements are secured by all our vessels. For further details regarding our financing arrangements, please read “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Borrowings (Financing Arrangements).”"}