{"url_path":"/sec/ccec/10-k/2026/item-5","section_key":"item-5","section_title":"Item 5 Operating and Financial Review and Prospects.","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":10884,"has_tables":true,"body_markdown":"Item 5.\nOperating and Financial Review and Prospects.\n\nYou should read the following discussion of our financial condition and results of operations in conjunction with our Financial Statements. Among other things, the Financial Statements include more detailed information regarding the basis of presentation for the following information. The Financial Statements have been prepared in accordance with U.S. GAAP and are presented in thousands of U.S. Dollars.\n\n \n \n85\n\n[Table of Contents](#TableOfContents)\n\n \n\nFollowing our announcement on November 13, 2023 of our intention to shift our business focus towards LNG and energy transition shipping and gradually divest from our non-core assets, since December 2023 we have completed the sale of 14 legacy container vessels as set forth in the following table.\n\nName of Vessel\n\nType\n\nTEU\n\nMemorandum of Agreement Date\n\nDelivery/Expected Delivery\n\nM/V Akadimos\nNeo Panamax Container Vessel\n9,288\nJanuary 31, 2024\nMarch 8, 2024\n\nM/V Long Beach Express\nPanamax Container Vessel\n5,089\nDecember 15, 2023\nFebruary 26, 2024\n\nM/V Seattle Express\nPanamax Container Vessel\n5,089\nFebruary 14, 2024\nApril 26, 2024\n\nM/V Fos Express\nPanamax Container Vessel\n5,089\nFebruary 14, 2024\nMay 3, 2024\n\nM/V Athenian\nNeo Panamax Container Vessel\n9,954\nMarch 1, 2024\nApril 22, 2024\n\nM/V Athos\nNeo Panamax Container Vessel\n9,954\nMarch 1, 2024\nApril 22, 2024\n\nM/V Aristomenis\nNeo Panamax Container Vessel\n9,954\nMarch 1, 2024\nMay 3, 2024\n\nM/V Hyundai Premium\nNeo Panamax Container Vessel\n5,023\nSeptember 12, 2024\nNovember 22, 2024\n\nM/V Hyundai Paramount\nNeo Panamax Container Vessel\n5,023\nSeptember 12, 2024\nDecember 20, 2024\n\nM/V Hyundai Prestige\nNeo Panamax Container Vessel\n5,023\nSeptember 12, 2024\nDecember 5, 2024\n\nM/V Hyundai Privilege\nNeo Panamax Container Vessel\n5,023\nSeptember 12, 2024\nJanuary 10, 2025\n\nM/V Hyundai Platinum\nNeo Panamax Container Vessel\n5,023\nSeptember 12, 2024\nMarch 10, 2025\n\nM/V Manzanillo Express\nNeo Panamax Container Vessel\n13,312\nAugust 7, 2025\nOctober 6, 2025\n\nM/V Buenaventura Express\nNeo Panamax Container Vessel\n13,696\nOctober 29, 2025\nJanuary 19, 2026\n\n \n\nWe determined that the assets and liabilities, results of operations and cash flows of these 14 legacy container vessels met the criteria to be reported in discontinued operations. As a result, in this Annual Report and the accompanying Financial Statements, these 14 legacy container vessels are reported as discontinued operations for all periods presented. See Note 3 (Discontinued Operations) to our Financial Statements included herein. The one legacy container vessel that remains in our on-the-water fleet, the M/V Itajai Express, continues to be reported in our continuing operations. The following financial information and discussion relate to results of operations from continuing operations. Please also refer to Note 3 (Discontinued Operations) in our audited consolidated financial statements for the year ended December 31, 2025 and 2024 included elsewhere herein.\n\nThe following discussion contains forward-looking statements that are made based upon management’s current plans, expectations, estimates, assumptions and beliefs concerning future events impacting us and therefore involve a number of risks and uncertainties, including those risks and uncertainties discussed in “Item 3. Key Information—D. Risk Factors” These risks, uncertainties and assumptions involve known and unknown risks and are inherently subject to significant uncertainties and contingencies, many of which are beyond our control. Forward-looking statements are not guarantees and actual results could differ materially from those expressed or implied in the forward-looking statements. See “Forward-Looking Statements” above.\n\nA.\nOperating Results Overview\n\nWe are an international owner of ocean-going vessels.\n\nWe were organized in January 2007 by Capital Maritime, an international shipping company with a long history of operating and investing in the shipping market.\n\nOur primary business objective is to maximize value for our shareholders by growing our business, subject to shipping and charter market developments and our ability to obtain required financing and access to financial markets.\n\nWe seek to rely on medium- to long-term, fixed-rate period charters for the majority of our fleet and our Managers’ cost-efficient management of our vessels to provide visibility of revenues, earnings and dividends in the medium- to long-term. As our vessels come up for re-chartering, we seek to redeploy them on terms that reflect our expectations of the market conditions prevailing at the time.\n\n \n \n86\n\n[Table of Contents](#TableOfContents)\n\n \n\nWe intend to further evaluate potential opportunities to acquire both newly built and second-hand vessels from Capital Maritime and its affiliates or third parties (including, potentially, through the acquisition of, or combination with, other shipping businesses) in a prudent manner that is accretive to our shareholders and long-term distribution cash flow growth, subject to approval of our board of directors, overall market conditions and our ability to obtain required financing and access financial markets.\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 generally rely on external financing sources, including bank borrowings and sale-leaseback arrangements and, depending on market conditions, the issuance of debt and equity securities, to fund the acquisition of new vessels. See “—B. Liquidity and Capital Resources” below.\n\nAs of December 31, 2025, the Marinakis family, including Evangelos M. Marinakis, the chairman of Capital Maritime, our sponsor, may be deemed to beneficially own 58.7% of our common shares through, among others, Capital Maritime, Capital Gas and CGP LLC.\n\nOur Charters\n\nWe generate revenues by charging our charterers for the use of our vessels.\n\nHistorically, our vessels were chartered under time or bareboat charter agreements. As of December 31, 2025, all of our on-the-water vessels were employed under either time or bareboat charters.\n\nOur on-the-water vessels are currently under contracts with BGT, BP, Cheniere, Engie, Hapag-Lloyd, Hartree, Jera, Qatar Energy Trading, Tokyo Gas and Geogas and one on-the-water vessel has secured employment with BGN INT DMCC to commence in the first quarter of 2027.\n\nThe loss of, default by or restructuring of any significant charterer or a substantial decline in the amount of services requested by a significant charterer could harm our business, financial condition and results of operations. Please read “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\nFactors Affecting Our Future Results of Operations\n\nWe believe that the principal factors affecting our future results of operations are the economic, regulatory, financial, credit, political and governmental conditions prevailing in the shipping industry generally and in the countries and markets in which our vessels are chartered.\n\nAs of the date of this Annual Report, we are exposed to the LNG/C market to a significant extent, since our fleet is comprised of 12 LNG/C vessels, one LCO2 – HMG/C vessel and one legacy container carrier vessel. In addition, our Under Construction Fleet includes nine additional latest generation LNG/C vessels, six dual-fuel MG/Cs and three LCO2 – HMG/C vessels, to be delivered between the second quarter of 2026 and the first quarter of 2029.\n\n \n \n87\n\n[Table of Contents](#TableOfContents)\n\n \n\nAs the vessels in our Gas Fleet are delivered to the Company, our exposure to the LPG carriage and the wider energy transition gas markets will increase.\n\nThe world economy has experienced significant economic and political upheavals in recent history. Protectionist trends, efforts by central banks to address increased inflation, global growth and demand for the seaborne transportation of goods, including liquefied natural gas and containerized goods and overcapacity and deliveries of newly built vessels may affect the shipping industry in general and our business, financial condition, results of operations and cash flows in particular.\n\nSome of the key factors that may affect our business, future financial condition, results of operations and cash flow include the following:\n\n·\nsupply and demand for LNG, LPG, ammonia and containerized goods;\n\n·\nsupply and orderbook of vessels, including, LNG/C, LPG carrier and container vessels;\n\n·\nthe progress of development of large-scale markets for the carriage of low carbon ammonia and LCO2\n\n·\nthe continuing demand for goods from China, India and Brazil and other emerging markets and developments in international trade including threats and/or imposition of trade tariffs;\n\n·\ntime charter hire levels and our ability to enter our vessels into long-term charters at competitive rates as their current charters expire;\n\n·\nthe impact of the international conflicts, including the conflicts between Russia and Ukraine and in the Middle East, on the global economy in general, and on the oil and gas industry in particular;\n\n·\nour ability to comply with the covenants in our financing arrangements, including covenants relating to the maintenance of vessel value ratios;\n\n·\ndevelopments in vessel values, which might affect our ability to comply with certain covenants under our financing arrangements and/or refinance our debt;\n\n·\nthe relationships and reputations of our Managers and Capital Maritime in the shipping industry;\n\n·\nthe effective and efficient technical management of our vessels;\n\n·\nthe strength of and growth in the number of our customer relationships;\n\n·\ncontinued and consistent support from our Managers at comparable rates;\n\n·\nthe prevailing spot market rates and the number of our vessels which we may operate in the spot market;\n\n·\nour level of debt and the related interest expense and amortization of principal, including the impact of increased interest rates on our floating rate debt;\n\n·\nthe ability to increase the size of our fleet and make additional acquisitions that are accretive to our shareholders;\n\n·\nour access to debt and equity financing, and the cost of capital required to acquire additional vessels or to implement our business strategy;\n\n \n \n88\n\n[Table of Contents](#TableOfContents)\n\n \n\n \n\n·\nour ability to comply with maritime regulations and standards, including new environmental regulations and standards, and the costs associated therewith;\n\n·\nthe costs associated with upcoming dry-docking of our vessels; and\n\n·\nregulatory developments, including the imposition of tariffs or penalties on vessels calling in key export or import ports such as the United States, EU and/or China.\n\nPlease read “Item 3. Key Information—D. Risk Factors” for a discussion of certain risks inherent in our business.\n\nFactors to Consider When Evaluating Our Results\n\nWe believe it is important to consider the size and type of the vessels in our fleet when evaluating our results of operations. 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 to the Company between the second quarter of 2026 and the first quarter of 2029. The weighted average number of vessels in our continuing operations on-the-water fleet increased by 1.3 vessels during the year 2025 compared to the year 2024. As our fleet grows or as we dispose of our vessels, our results of operations reflect the contribution to revenue of, and the expenses associated with, a varying number of vessels over time, which may affect the comparability of our results year-on-year.\n\nResults of Operations\n\nWe have derived the following selected historical financial data for the years ended December 31, 2025, 2024 and 2023 from our Financial Statements. The table below should be read together with, and is qualified in its entirety by reference to, the Financial Statements. Our Financial Statements are prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) as described in Note 2 (Significant Accounting Policies) to the Financial Statements. All numbers are in thousands of U.S. Dollars.\n\n \n \n \n\n2025\n\n \n \n\n2024\n\n \n \n\n2023\n\n**Income Statement Data:**\n \n \n \n \n \n \n \n \n \n\nRevenues\n \n$\n**392,706**\n \n$\n**339,549**\n \n$\n**219,196**\n\n**Expenses:**\n \n \n \n \n \n \n \n \n \n\nVoyage expenses\n \n \n7,733\n \n \n9,833\n \n \n11,619\n\nVessel operating expenses\n \n \n59,083\n \n \n50,170\n \n \n37,928\n\nVessel operating expenses - related parties\n \n \n9,144\n \n \n8,722\n \n \n6,165\n\nGeneral and administrative expenses\n \n \n15,598\n \n \n16,682\n \n \n13,445\n\nVessel depreciation and amortization\n \n \n87,213\n \n \n76,454\n \n \n47,559\n\nImpairment of vessels\n \n \n\n-\n\n \n \n\n-\n\n \n \n\n11,157\n\n**Operating income, net**\n \n \n\n**213,935**\n\n \n \n\n**177,688**\n\n \n \n\n**91,323**\n\n**Other (expense) / income, net:**\n \n \n \n \n \n \n \n \n \n\nInterest expense and finance cost\n \n \n(103,128)\n \n \n(125,760)\n \n \n(84,330)\n\nOther income, net\n \n \n\n2,587\n\n \n \n\n3,262\n\n \n \n\n1,254\n\n**Total other (expense), net**\n \n \n\n**(100,541)**\n\n \n \n\n**(122,498)**\n\n \n \n\n**(83,076)**\n\n**Net income from continuing operations**\n \n \n\n**113,394**\n\n \n \n\n**55,190**\n\n \n \n\n**8,247**\n\n**Net income from discontinued operations**\n \n \n\n**57,365**\n\n \n \n\n**138,444**\n\n \n \n\n**38,961**\n\n**Net income from operations**\n \n \n**170,759**\n \n \n**193,634**\n \n \n**47,208**\n\n* *\n\nYear Ended December 31, 2025 Compared to Year Ended December 31, 2024\n\nOur results of operations for the years ended December 31, 2025 and 2024 differ primarily due to:\n\n·\nthe net increase in the weighted average number of vessels in our on-the-water fleet by 1.3 vessels;\n\n \n \n89\n\n[Table of Contents](#TableOfContents)\n\n \n\n \n\n·\nthe net increase in the weighted average number of LNG/C vessels that are earning revenues and are incurring higher operating expenses compared to the rest of our on-the-water fleet by 1.3 vessels following the acquisition of three LNG/C vessels in the second quarter of 2024; and\n\n·\nthe decrease in interest expense and finance cost during the year ended December 31, 2025, compared to the corresponding period in 2024, mainly attributable to the decrease in the weighted average interest rate charged on our debt partly set off by the increase in our average indebtedness.\n\nTotal Revenues\n\nTotal revenues, consisting of time and bareboat charter revenues, amounted to $392.7 million for the year ended December 31, 2025, compared to $339.5 million for the year ended December 31, 2024.\n\nThe increase of $53.2 million during the year ended December 31, 2025 was primarily attributable to the three LNG/C vessels we acquired in the second quarter of 2024, namely the LNG/C Apostolos, the LNG/C Aktoras and the LNG/C Assos. As a result, the average number of vessels in our fleet for the year ended December 31, 2025, increased by 1.3 vessels compared to the corresponding period in 2024.\n\nTime and bareboat charter revenues are comprised of the charter hires received from unaffiliated third-party charterers and are generally affected by the number of vessel operating days, the weighted average number of vessels in our fleet and the charter rates.\n\nFor the year ended December 31, 2025, BP, BGT, Cheniere, Hartree and Qatar Energy Trading accounted for 18%, 16%, 14%, 10% and 10% of our revenues, respectively.\n\nFor information on the risks arising from a concentration of counterparties, see “Item 3. Key Information—D. Risk Factors—Risks Inherent in Our 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\nPlease read “Item 4. Information on the Company—B. Business Overview—Our Fleet” and “—Our Charters” for information about the charters on our vessels, including daily charter rates.\n\nVoyage Expenses\n\nTotal voyage expenses amounted to $7.7 million for the year ended December 31, 2025, compared to $9.8 million for the year ended December 31, 2024. The decrease of $2.1 million was mainly attributed to certain voyage expenses that were reimbursed to us by charterers during the year ended December 31, 2025 and higher costs incurred during the year ended December 31, 2024 for additional war risk premiums.\n\nVoyage expenses primarily consist of commissions, bunkers, port expenses and canal dues. Commissions are paid to shipbrokers for negotiating and arranging charter party agreements on our behalf. Voyage expenses incurred during time charters are paid for by the charterer, except for commissions, which are paid for by us. Voyage expenses incurred during voyage charters or off hire periods are paid for by us. Please also refer to Note 12 (Voyage Expenses and Vessel Operating Expenses) to the Financial Statements for information on the composition of our voyage expenses.\n\nVessel Operating Expenses\n\nFor the year ended December 31, 2025, our total vessel operating expenses amounted to $68.2 million compared to $58.9 million for the year ended December 31, 2024. The $9.3 million increase in total vessel operating expenses reflects the increase in the average number of vessels in our fleet compared to the corresponding period in 2024. In addition, during the year ended December 31, 2025, two of our LNG/C vessels underwent their special surveys resulting in our recognizing additional costs compared to the corresponding period in 2024.\n\n \n \n90\n\n[Table of Contents](#TableOfContents)\n\n \n\nTotal vessel operating expenses for the year ended December 31, 2025 include expenses of $9.1 million incurred under the management agreements we have with certain of our Managers, compared to $8.7 million during the year ended December 31, 2024.\n\nSee Note 12 (Voyage Expenses and Vessel Operating Expenses) to the Financial Statements for information on the composition of our vessel operating expenses.\n\nGeneral and Administrative Expenses\n\nGeneral and administrative expenses amounted to $15.6 million for the year ended December 31, 2025, compared to $16.7 million for the year ended December 31, 2024. The $1.1 million decrease in general and administrative expenses was mainly attributable to costs incurred in connection with the Conversion during the year ended December 31, 2024, partly offset by the increase in fees paid under the executive services agreement with CGP LLC and the higher costs in connection with our equity compensation incentive plan during the year ended December 31, 2025.\n\nGeneral and administrative expenses include board of directors’ fees and expenses, audit and certain legal fees, compensation cost related to our Omnibus Incentive Compensation Plan and other fees related to the expenses of the publicly traded corporation, the amortization associated with our equity incentive plan and the cost of the Conversion.\n\nVessel Depreciation and Amortization\n\nDepreciation and amortization amounted to $87.2 million for the year ended December 31, 2025, compared to $76.5 million for the year ended December 31, 2024. The $10.7 million increase in vessel depreciation and amortization primarily reflects the net increase in the number of vessels in our fleet.\n\nGenerally, depreciation is expected to increase if the weighted average number of vessels in our fleet and/or our average acquisition cost of new vessels increase.\n\nInterest expense and finance cost\n\nInterest expense and finance costs amounted to $103.1 million for the year ended December 31, 2025, compared to $125.8 million for the year ended December 31, 2024. The decrease of $22.7 million primarily reflects the decrease in the weighted average interest rate charged on our debt partly set off by the increase in our average indebtedness compared to 2024.\n\nInterest expense and finance costs include interest expense, amortization of financing charges, commitment fees and bank charges.\n\nThe weighted average interest rate on the debt outstanding under our financing arrangements for the year ended December 31, 2025, was 5.1%, compared to 6.5% for the year ended December 31, 2024. Please also refer to Note 8 (Long-Term Debt) to our Financial Statements.\n\nNet Income\n\nNet income from continuing operations for the year ended December 31, 2025, amounted to $113.4 million compared to $55.2 million for the year ended December 31, 2024.\n\nYear Ended December 31, 2024 Compared to Year Ended December 31, 2023\n\nOur results of operations for the years ended December 31, 2024 and 2023 differ primarily due to:\n\n·\nthe net increase in the weighted average number of vessels in our on-the-water fleet by 3.4 vessels;\n\n \n \n91\n\n[Table of Contents](#TableOfContents)\n\n \n\n \n\n·\nthe net increase in the weighted average number of LNG/C vessels that are earning revenues and are incurring higher operating expenses compared to the rest of our on-the-water fleet by 3.8 vessels following the acquisitions of the LNG/C Axios II, LNG/C Assos, LNG/C Aktoras, and LNG/C Apostolos in the first half of 2024;\n\n·\nthe net decrease in the weighted average number of dry bulk vessels by 0.9 vessels following the disposal of the M/V Cape Agamemnon in the fourth quarter of 2023;\n\n·\nthe impairment charge we recognized in the year 2023 of $11.2 million in connection with the sale of the M/V Cape Agamemnon; and\n\n·\nthe increase in our average indebtedness and the increase in the weighted average interest on our long-term debt, which increased to 6.5% for the year 2024 from 6.2% for the year 2023.\n\nTotal Revenues\n\nTotal revenues, consisting of time, bareboat and voyage charter revenues, amounted to $339.5 million for the year ended December 31, 2024 compared to $219.2 million for the year ended December 31, 2023.\n\nThe increase of $120.3 million was primarily a result of the net increase in the weighted average number of vessels in our on-the-water fleet by 3.4 vessels during the year ended December 31, 2024 mainly following the acquisitions of the LNG/C Axios II, LNG/C Assos, LNG/C Aktoras, and LNG/C Apostolos in the first half of 2024 partly offset by the sale of the M/V Cape Agamemnon in the fourth quarter of 2024.\n\nTime, bareboat and voyage charter revenues are mainly comprised of the charter hires received from unaffiliated third-party charterers and are generally affected by the number of vessel operating days, the weighted average number of vessels in our fleet and the charter rates.\n\nFor the year ended December 31, 2024, BP, Cheniere, Hartree, and Qatar Energy Trading accounted for 23%, 17%, 12% and 12% of our revenues, respectively.\n\nFor information on the risks arising from a concentration of counterparties, see “Item 3. Key Information—D. Risk Factors—Risks Inherent in Our Operations—We currently derive all of our revenues from a limited number of charterers and the loss of any charterer or charter or vessel could result in a significant loss of revenues and cash flows.”\n\nPlease read “Item 4. Information on the Company—B. Business Overview—Our Fleet” and “—Our Charters” for information about the charters on our vessels, including daily charter rates.\n\nVoyage Expenses\n\nTotal voyage expenses amounted to $9.8 million for the year ended December 31, 2024, compared to $11.6 million for the year ended December 31, 2023. The decrease of $1.8 million was primarily attributable to the fact that none of our vessels operated under voyage charter during the year ended December 31, 2024, compared to one vessel during the corresponding period in 2023.\n\nVoyage expenses primarily consist of commissions, bunkers, port expenses and canal dues. Commissions are paid to shipbrokers for negotiating and arranging charter party agreements on our behalf. Voyage expenses incurred during time charters are paid for by the charterer, except for commissions, which are paid for by us. Voyage expenses incurred during voyage charters or off hire periods are paid for by us. Please also refer to Note 12 (Voyage Expenses and Vessel Operating Expenses) to the Financial Statements for information on the composition of our voyage expenses.\n\n \n \n92\n\n[Table of Contents](#TableOfContents)\n\n \n\nVessel Operating Expenses\n\nFor the year ended December 31, 2024, our total vessel operating expenses amounted to $58.9 million compared to $44.1 million for the year ended December 31, 2023. The $14.8 million increase in total vessel operating expenses primarily reflects the increase in the number of vessels in our fleet during 2024.\n\nTotal vessel operating expenses for the year ended December 31, 2024 include expenses of $8.7 million incurred under the management agreements we have with certain of our Managers, compared to $6.2 million during the year ended December 31, 2023.\n\nSee Note 12 (Voyage Expenses and Vessel Operating Expenses) to the Financial Statements for information on the composition of our vessel operating expenses.\n\nGeneral and Administrative Expenses\n\nGeneral and administrative expenses amounted to $16.7 million for the year ended December 31, 2024, compared to $13.4 million for the year ended December 31, 2023. The $3.3 million increase in general and administrative expenses was mainly attributable to costs incurred in connection with the Conversion and the amortization associated with our equity incentive plan.\n\nGeneral and administrative expenses include board of directors’ fees and expenses, audit and certain legal fees, compensation cost related to our Omnibus Incentive Compensation Plan and other fees related to the expenses of the publicly traded corporation, the amortization associated with our equity incentive plan and the cost of the Conversion.\n\nVessel Depreciation and Amortization\n\nDepreciation and amortization amounted to $76.5 million for the year ended December 31, 2024, compared to $47.6 million for the year ended December 31, 2023. The $28.9 million increase in vessel depreciation and amortization primarily reflects the net increase in the number of vessels in our fleet and the higher average acquisition cost due to the LNG/C vessels acquisitions during the year ended December 31, 2024.\n\nGenerally, depreciation is expected to increase if the weighted average number of vessels in our fleet and/or our average acquisition cost of new vessels increase.\n\nImpairment of vessels\n\nThe Company did not recognize an impairment charge during the year ended December 31, 2024. On June 27, 2023, the Company agreed to sell the M/V Cape Agamemnon to an unaffiliated party. Upon reaching the agreement to sell, we considered that the vessel met the criteria to be classified as held for sale and measured the vessel at the lower of its carrying amount and fair value less the cost associated with the sale. Consequently, the Company recognized an impairment charge for the year ended December 31, 2023, of $11.2 million in total.\n\nInterest expense and finance cost\n\nInterest expense and finance costs amounted to $125.8 million for the year ended December 31, 2024, compared to $84.3 million for the year ended December 31, 2023. The increase of $41.5 million primarily reflects higher debt and interest costs incurred mainly as a result of higher average indebtedness and the increase in the weighted average interest rate for the year ended December 31, 2024, compared to 2023.\n\nInterest expense and finance costs include interest expense, amortization of financing charges, commitment fees and bank charges.\n\n \n \n93\n\n[Table of Contents](#TableOfContents)\n\n \n\nThe weighted average interest rate on the debt outstanding under our financing arrangements for the year ended December 31, 2024, was 6.5%, compared to 6.2% for the year ended December 31, 2023. Please also refer to Note 8 (Long-Term Debt) to our Financial Statements.\n\nNet Income\n\nNet income from continuing operations for the year ended December 31, 2024 amounted to $55.2 million compared to $8.2 million for the year ended December 31, 2023.\n\nForeign currency fluctuations/hedging\n\nSee “Item 11. Quantitative and Qualitative Disclosures about Market Risk” for information about our exposure to foreign currency fluctuations.\n\nGovernment polices\n\nSee “Item 3. Key Information—D. Risk Factors—Risks Related to Our Industry” for information on the risks arising from governmental economic, fiscal, monetary or political policies or factors.\n\nB.\nLiquidity and Capital Resources\n\nAs of December 31, 2025, total cash and cash equivalents (including restricted cash) were $294.9 million. Restricted cash under our financing arrangements amounted to $21.0 million. See also “—Borrowings (Financing Arrangements)” below for information regarding our financing arrangements.\n\nGenerally, our primary sources of funds have been cash from operations, bank borrowings, sale-leaseback arrangements and equity and debt securities offerings.\n\nCash from operations depends on our chartering activity. Depending on the prevailing market rates when our charters expire, we may not be able to re-charter our vessels at levels similar to their current charters, which may affect our future cash flows from operations. Cash flows from operations may be further affected by other factors described in “Item 3. Key Information-D. Risk Factors”.\n\nFuture minimum charter hire receipts, excluding any profit share revenue that may arise, based on non-cancellable time charter contracts, as of December 31, 2025 were:\n\n**Year ending December 31,**\n\n**Amount in millions of U.S. Dollars.**\n\n \n\n2026\n$ 349.5\n\n2027\n378.4\n\n2028\n433.3\n\n2029\n410.9\n\n2030\n385.3\n\nThereafter\n\n799.7\n\n**Total**\n\n**$       2,757.1**\n\n \n\nBecause we generally distribute all of our cash on hand at the end of each quarter after provision for reserves, we generally rely upon external financing sources, including bank borrowings and equity and debt securities offerings, to fund replacement, expansion and investment capital expenditures, and to refinance or repay outstanding indebtedness.\n\n \n \n94\n\n[Table of Contents](#TableOfContents)\n\n \n\nOur ability to maintain and grow our asset base, including through further dropdown opportunities from Capital Maritime and its affiliates or acquisitions from third parties, and to pay or increase our dividends as well as tomaintain a strong balance sheet depends on, among other things, our ability to obtain required financing, access financial markets and refinance part or all of our existing indebtedness on commercially acceptable terms.\n\nSubject to our ability to obtain required financing and access financial markets, we expect to continue to evaluate opportunities to acquire vessels and businesses.\n\nAs of December 31, 2025, total shareholders’ equity amounted to $1,499.4 million, an increase of $156.4 million compared to $1,343.0 million as of December 31, 2024. The increase reflects net income from operations of $170.8 million for the year ended December 31, 2025, the amortization associated with the equity incentive plan of $5.8 million, net proceeds of $0.2 million under the Company’s ATM Program and $16.4 million of common shares issued under our DRIP net of expenses, partly offset by dividends declared during the year for a total amount of $35.5 million and other comprehensive loss of $1.3 million relating to the net effect of the cross-currency swap agreement we designated as an accounting hedge. Please see “Item 4. Information on the Company—A. History and Development of the Company” and “Item 16. —E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers” for further detail on the Dividend Reinvestment Plan.\n\nOn November 13, 2023, we entered into the Umbrella Agreement with Capital Maritime and CGP LLC, which provides for the acquisition by the Company of the Umbrella Agreement Vessels from Capital Maritime for a total acquisition price of $3,130.0 million. 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. We closed the Vessel SPA for the LNG/C Amore Mio I concurrently with the closing of the Umbrella Agreement.\n\nUpon entry into the Vessel SPAs for the Initial Vessels, namely the LNG/C vessels Axios II, Assos, Apostolos, Aktoras, Archimidis and Agamemnon, we paid to Capital Maritime a deposit of $174.4 million, or 10% of the aggregate acquisition price of such Initial Vessels. We closed the Vessel SPAs for the LNG/C Axios II, LNG/C Assos, LNG/C Aktoras, and LNG/C Apostolos in the first half of 2024 and we expect to complete the remaining acquisitions of each of the vessel-owning companies of the Initial Vessels upon each vessel’s delivery from Hyundai. The remaining purchase price with respect to each Initial Vessel will be paid upon delivery of such vessel and closing of the applicable Vessel SPA, with a total of $489.3 million remaining due for the Initial Vessels. Upon delivery, each of the vessel-owning companies of the LNG/C Axios II, the LNG/C Assos and the LNG/C Apostolos entered into a floating fee management agreement and the vessel-owning company of the LNG/C Aktoras entered into a fixed fee management agreement, in each case, with Capital-Gas Management.\n\nUpon entry into the Vessel SPAs for the Remaining Vessels, namely the LNG/C Alcaios I, Antaios I, Athlos and Archon, 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, which are expected to be delivered to the Company between the third quarter of 2026 and the first quarter of 2027. In addition to $390.2 million that we have paid to-date to Capital Maritime and Hyundai, we expect to pay an additional amount of $657.8 million to Hyundai in pre-delivery and delivery installments for the Remaining Vessels.\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 the Gas Fleet, representing advances made to the shipyards by Capital Maritime under certain of the ship building contracts and a premium of $11.5 million. In addition to $315.4 million that we have paid to-date to Capital Maritime and the shipyards, we expect to pay an additional amount of $440.6 million to shipyards in pre-delivery and delivery installments for the Gas Fleet.\n\nOn December 29, 2025, we announced an investment in three latest technology LNG/C vessels to be built at Hyundai for a total 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\n \n \n95\n\n[Table of Contents](#TableOfContents)\n\n \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 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 $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 longer term employment.\n\nAs of the date of this Annual Report ort our commitments relating to acquisitions of vessels and our Under Construction Fleet are as follows:\n\n \n**In millions of United States Dollars $**\n\n**Year ending December 31,**\n \n \n\n**Vessels’ acquisitions**\n\n \n \n\n**Vessels under construction**\n\n \n \n\n**Total**\n\n2026\n \n \n244.4\n \n \n619.1\n \n \n863.5\n\n2027\n \n \n245.5\n \n \n577.9\n \n \n823.4\n\n2028\n \n \n-\n \n \n235.7\n \n \n235.7\n\n2029\n \n \n-\n \n \n372.7\n \n \n372.7\n\n**Total**\n \n**$**\n\n**** **489.9**\n\n \n**$**\n\n**1,805.4**\n\n \n**$**\n\n**** **2,295.3**\n\nOur short-term liquidity requirements include paying operating costs, funding working capital requirements and the short-term portion of the cost of our Under Construction Fleet, interest and principal payments on short-term outstanding indebtedness and maintaining cash reserves to strengthen our position against adverse fluctuations in operating cash flows. Our primary source of short-term liquidity is cash generated from operating activities, available cash balances and portions from issuance of new debt and refinancings as well as equity issuances.\n\nOur medium- and long-term liquidity requirements are funding the equity portion of the cost of our Under Construction Fleet, funding required payments under our financing agreements and paying cash dividends when declared. Sources of funding for our medium- and long-term liquidity requirements include cash flows from operations, issuance of new debt and refinancings or equity issuances.\n\nSubject to shipping, charter and financial market developments, we believe that our working capital is sufficient to meet our existing liquidity needs for at least the next 12 months from December 31, 2025.\n\nFor more information on our anticipated future cash requirements and resources please refer to Note 8 (Long-Term Debt) and Note 17 (Commitments and Contingencies) to our Financial Statements.\n\nCash Flows\n\nThe following table summarizes our cash and cash equivalents provided by / (used in) operating, financing and investing activities from continuing operations for the years presented below, in millions.\n\n \n \n \n\n**2025**\n\n \n \n\n**2024**\n\n \n \n\n**2023**\n\nNet Cash Provided by Operating Activities of Continuing Operations\n \n$\n232.8\n \n$\n184.8\n \n$\n85.8\n\nNet Cash (Used in) Investing Activities of Continuing Operations\n \n$\n(314.8)\n \n$\n(1,201.2)\n \n$\n(314.6)\n\nNet Cash (Used in)/Provided by Financing Activities of Continuing Operations\n \n$\n(97.2)\n \n$\n753.9\n \n$\n251.1\n\n \n\nNet Cash Provided by Operating Activities of Continuing Operations\n\nNet cash provided by operating activities of continuing operations was $232.8 million for the year ended December 31, 2025 compared to $184.8 million for the year ended December 31, 2024. The increase of $48.0 million was mainly attributable to the increase in revenues, the increase in net amounts due to related parties, the decrease in interest expense and finance costs and the increase in inventories, partly offset by the increase in vessel operating expenses, the decrease in trade payables, accrued and other liabilities, and in revenue received in advance and the decrease in trade accounts receivables, in prepayments and other assets and dry-docking costs paid.\n\n \n \n96\n\n[Table of Contents](#TableOfContents)\n\n \n\nNet cash provided by operating activities was $184.8 million for the year ended December 31, 2024, compared to $85.8 million for the year ended December 31, 2023. The increase of $99.0 million was mainly attributable to the increase in revenues due to the net increase in the average number of vessels in our fleet, the increase in trade payables and accrued and other liabilities, partly offset by the increase in inventories, the decrease in revenues received in advance, the increase in vessel operating expenses due to the net increase in the average number of vessels in our fleet and the increase in interest expense and finance costs.\n\nNet Cash Used in Investing Activities of Continuing Operations\n\nNet cash used in investing activities of continuing operations refers primarily to cash used for vessel acquisitions, amounts paid for vessels under construction and improvements, partly offset by proceeds from the sale of vessels.\n\nNet cash used in investing activities of continuing operations for the year ended December 31, 2025, amounted to $314.8 million. During the year ended December 31, 2025, we paid $315.1 million in advances for vessels under construction and for vessel improvements, and $0.2 million for expenses relating to the sale of vessels and we received $0.6 million from insurance claims for damaged equipment.\n\nNet cash used in investing activities of continuing operations for the year ended December 31, 2024, amounted to $1,201.2 million. During the year ended December 31, 2024, we paid $948.8 million to acquire the shares of the companies owning the LNG/C Axios II, the LNG/C Aktoras, the LNG/C Apostolos and the LNG/C Assos and we paid advances for vessels under construction of $249.9 million, paid $2.3 million for vessel improvements and $0.2 million for expenses relating to the sale of vessels.\n\nNet cash used in investing activities of continuing operations for the year ended December 31, 2023, amounted to $314.6 million. During the year ended December 31, 2023 we paid $116.5 million for the acquisition of the shares of the company owning the M/V Itajai Express, $218.0 million for the acquisition of the LNG/C Asterix I and $1.9 million for vessel improvements partly offset by net proceeds of $21.8 million received from the sale of the M/V Cape Agamemnon.\n\nNet Cash (Used in)/Provided by Financing Activities of Continuing Operations\n\nNet cash used in financing activities of continuing operations for the year ended December 31, 2025, was $97.2 million representing cash proceeds of $44.5 million from the issuance of a new financing arrangement that we entered into in order to partly finance the construction cost of the LCO2 – HMG/C Active and $0.2 million from our ATM program, offset by $120.9 million in total of long term debt principal payments, $1.5 million and $0.5 million we paid in financing and offering costs, and $19.0 million of dividends we paid to our shareholders.\n\nNet cash provided by financing activities of continuing operations for the year ended December 31, 2024, was $753.9 million representing cash proceeds of $1,582.0 million from the issuance of eight new financing arrangements that we entered into in order to partly finance the acquisition of the shares of the companies owning the LNG/C Axios II, the LNG/C Apostolos, the LNG/C Aktoras, the LNG/C Assos, and the refinancing of the LNG/C Apostolos, the LNG/C Arisitidis I, the LNG/C Attalos and the LNG/C Asklipios partly offset by the amounts we paid:\n\n·\n$104.4 million for scheduled principal payments on our financing arrangements;\n\n·\n$541.8 million representing the amounts we repaid on the re-financings of the LNG/C Apostolos, the LNG/C Arisitidis I, the LNG/C Attalos and the LNG/C Asklipios;\n\n·\n$134.8 million representing the full repayment of the Seller’s Credit;\n\n·\n$12.9 million in financing and offering costs;\n\n·\n$0.5 million of costs related to the Rights Offering; and\n\n·\n$33.8 million of dividends to our shareholders.\n\n \n \n97\n\n[Table of Contents](#TableOfContents)\n\n \n\nNet cash provided by financing activities of continuing operations for the year ended December 31, 2023, was $251.1 million representing mainly cash proceeds of $292.0 million from two new financing arrangements that we entered into in order to partly finance the acquisition of the shares of the companies owning the M/V Itajai Express and the LNG/C Asterix I and $45.0 million of net proceeds from the issuance of units under the Rights Offering, partly offset by $2.5 million of financing costs paid, $67.0 million of scheduled principal payments, $4.1 million paid to acquire common units under our Unit Repurchase Program and $12.2 million of dividends to our unitholders.\n\nOn June 10, 2025, we announced our 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\nOn January 27, 2025, we entered into the Sales Agreement, under which we may sell, from time to time through Jefferies LLC, 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. During the year ended December 31, 2025, we issued 9,466 new common shares pursuant to the Sales Agreement, resulting in net proceeds of $0.2 million after the payment of commission to Jefferies, but before offering expenses.\n\nBorrowings (Financing Arrangements)\n\nOur long-term borrowings are reflected in our balance sheet in non-current liabilities as “Long-term debt, net” and in current liabilities as “Current portion of long-term debt, net”.\n\nAs of December 31, 2025 and 2024 our total borrowings were $2,369.9 million and $2,413.3, respectively. See Note 8 (Long-Term Debt) to our Financial Statements for further discussion of our long-term debt.\n\nFor the year 2025 and up to the filing of this Annual Report:\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 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 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.\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 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 \n \n98\n\n[Table of Contents](#TableOfContents)\n\n \n\n \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\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 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*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 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 \n \n99\n\n[Table of Contents](#TableOfContents)\n\n \n\nFor the year 2024:\n\nThe 2024 Bocomm – LNG/C Asklipios and the 2024 Bocomm – LNG/C Attalos Sale and Lease Backs\n\nOn August 23, 2024, we entered into two separate sale and lease back agreements with subsidiaries of Bocomm for the LNG/C Asklipios and the LNG/C Attalos, for an amount of $162.5 million each with the purpose of refinancing the then outstanding balance of both vessels of $250.4 million under the sale and lease back arrangements that the companies owning the vessels had entered into with CMBFL in 2021. The new sale and lease back agreements have remaining duration, starting from August 29, 2024, when the refinancing was completed, of seven years.\n\nThe 2024 – LNG/C Aristidis I credit facility and 2021 LNG/C Aristidis I credit facility\n\nUpon the acquisition of the LNG/C Aristidis I on December 16, 2021, we assumed the respective debt previously incurred by the seller, of $123.0 million, under a syndicate credit facility led by ING. On June 25, 2024, the vessel-owning company of the LNG/C Aristidis I entered into a new credit facility with NBG, of up to $155.0 million, mainly for the full repayment of the 2021 LNG/C Aristidis I credit facility. We are acting as a parent guarantor and the facility has a duration of seven years. We drew down the full amount of the facility on June 26, 2024. On June 28, 2024, we fully repaid $99.4 million of the 2021 LNG/C Aristidis I credit facility using proceeds from the 2024 – LNG/C Aristidis I credit facility. The 2021 LNG/C Aristidis I credit facility had a maturity in December 2027.\n\nThe 2024 – LNG/C Apostolos Jolco and 2024 – LNG/C Apostolos credit facility\n\nOn June 20, 2024, the vessel-owning company of the LNG/C Apostolos entered into a new credit facility with BNP, of up to $192.0 million, for the purpose of partially financing the construction of the vessel. During June 2024 we drew down the full amount of the facility. On June 25, 2024, the vessel-owning company of the LNG/C Apostolos entered into a new sale and lease back agreement, of up to $240.0 million, for the purpose of full repayment of the 2024 – LNG/C Apostolos credit facility. The sale and lease back agreement has a duration of eight years. On July 16, 2024, we drew down the full amount of 2024 – LNG/C Apostolos Jolco and we fully repaid the 2024 – LNG/C Apostolos credit facility using proceeds from the 2024 – LNG/C Apostolos Jolco.\n\nThe 2024 – LNG/C Aktoras credit facility\n\nOn May 31, 2024, the vessel-owning company of the LNG/C Aktoras entered into a new credit facility with Piraeus, of up to $240.0 million, for the purpose of partially financing the construction of the vessel. We are acting as a parent guarantor. During June 2024, we drew down the full amount of the facility. The facility has a duration of seven years.\n\nThe 2021 Bocomm\n\nOn May 14, 2024, we agreed with 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 2024, we agreed to reduce the interest paid on the outstanding amount and extended the maturity for both agreements by two years. We entered into the initial agreements upon the acquisition of the LNG/C Aristos I and the LNG/C Aristarchos on September 3, 2021 and we then assumed indebtedness of $148.9 million and $155.4 million, respectively, under the respective sale and lease back transactions. The agreements had initial maturity on October 2027 and May 2028, respectively.\n\nThe 2023 – LNG/C Assos Jolco\n\nOn December 22, 2023, we entered into a new sale and lease back agreement of up to $240.0 million, for the purpose of partially financing the acquisition of the shares of the vessel-owning company of the LNG/C Assos. The full amount of the sale and lease back agreement was drawn in May 2024. The agreement has a duration of eight years.\n\n \n \n100\n\n[Table of Contents](#TableOfContents)\n\n \n\nThe 2024 – LNG/C Axios II credit facility\n\nOn December 20, 2023, the vessel-owning company of the LNG/C Axios II entered into a new credit facility with ING, of up to $190.0 million, for the purpose of partially financing the construction of the vessel. We are acting as a parent guarantor. We drew down the full amount of the facility on January 2, 2024, upon the completion of the acquisition of the vessel from Capital Maritime. The facility has a duration of seven years.\n\nThe Seller’s Credit\n\nOn December 21, 2023, upon closing of the Umbrella Agreement we entered into the Seller’s Credit with Capital Maritime, in an amount of up to $220.0 million in order to finance a portion of the purchase price of the Umbrella Agreement Vessels. The Seller’s Credit provides for interest at a rate of 7.5% per annum and has a maturity date of June 30, 2027. On 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 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. As of December 31, 2025 there were no amounts outstanding or unutilized under the Seller’s Credit, and no further amounts were drawn thereafter.\n\nFor the year 2023:\n\nThe 2023 CMBFL – LNG/C AMI\n\nOn December 21, 2023, we assumed the 2023 CMBFL - LNG/C AMI, consisting of a $196.3 million sale and leaseback transaction for the purpose of partially financing the acquisition of the shares of the company owning the LNG/C Amore Mio I. The agreement has a tenor of 10 years from issuance 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.\n\nThe 2023 Credit Facility\n\nOn June 13, 2023, we entered into a new syndicated credit facility led by Cathay United Bank for up to $100.0 million for the purpose of partially financing the acquisition of the M/V Buenaventura Express. The full amount of the facility was drawn on June 15, 2023. It has a duration of eight years.\n\nThe 2023 CMBFL – LNG/C\n\nOn February 7, 2023, we entered into the 2023 CMBFL - LNG/C, with CMBFL, 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. It has a duration of 10 years.\n\nThe 2022 Jolco\n\nOn December 23, 2022, we entered into a sale and lease back agreement for up to $108.0 million for the purpose of partially financing the acquisition of the shares of the company owning the M/V Itajai Express. The full amount of the sale and lease back agreement was drawn on January 6, 2023. It has a duration of eight years.\n\n \n \n101\n\n[Table of Contents](#TableOfContents)\n\n \n\nSenior Unsecured Bonds\n\nOn October 20, 2021, the wholly owned subsidiary of the Company, CPLP PLC, issued €150.0 million of senior unsecured bonds in Greece. The 2021 Bonds are guaranteed by the Company, mature in October 2026 and have a coupon of 2.65%, payable semi-annually. The trading of the 2021 Bonds on the Athens Stock Exchange commenced on October 25, 2021. In April 2026, the full outstanding balance of the 2021 Bonds refinanced through the proceeds of the 2026 Bonds.\n\nOn July 22, 2022, the wholly owned subsidiary of the Company, CPLP PLC, issued €100.0 million of senior unsecured bonds in Greece (the “2022 Bonds”). The 2022 Bonds are guaranteed by the Company, mature in July 2029 and have a coupon of 4.40%, payable semi-annually. The trading of the 2022 Bonds on the Athens Stock Exchange commenced on July 27, 2022.\n\nOn December 2, 2021 we entered into a cross-currency swap agreement with Piraeus exchanging €120.0 million with $139.7 million paying a fixed annual rate of 3.66%. The agreement’s effective date was October 21, 2021 and matured on October 21, 2025.\n\nOn December 13, 2021, we entered into a cross-currency swap agreement with Alpha Bank SA exchanging €30.0 million with $34.9 million paying a fixed annual rate of 3.69%. The agreement’s effective date was October 21, 2021 and matured on October 21, 2025.\n\nOn August 4, 2022, we entered into a cross-currency swap agreement with Piraeus exchanging €100.0 million with $101.8 million paying a fixed annual rate of 6.55%. The agreement’s effective date is July 26, 2022 and its maturity date is July 26, 2029.\n\nThe required annual payments to be made subsequently to December 31, 2025, with reference to our financing arrangements are as follows:\n\n**For the year ending December 31,**\n \n\n**In millions**\n\n2026\n$\n124.8\n\n2027\n \n109.0\n\n2028\n \n110.8\n\n2029\n \n313.8\n\n2030\n \n310.1\n\nThereafter\n \n\n1,401.4\n\n**Total**\n$\n\n**2,369.9**\n\n \n\nOur financing arrangements, other than the Bonds, contain customary ship finance covenants, including restrictions as to changes in management and ownership of the mortgaged vessels, the incurrence of additional indebtedness and the mortgaging of vessels.\n\nOur financing arrangements including the Bonds also contain financial covenants:\n\n·\nto maintain minimum free consolidated liquidity of at least $0.5 million per collateralized vessel;\n\n·\nto maintain a ratio of EBITDA (as defined therein) to net interest expense of at least 2.00 to 1.00 on a trailing four quarter basis; and\n\n·\nnot to exceed a specified maximum leverage ratio in the form of a ratio of total net indebtedness to (fair value adjusted) total assets of 0.75.\n\nIn addition, the 2021 Bonds and 2022 Bonds require that:\n\n·\nwe maintain a pledged DSRA with a minimum balance €0.10 million;\n\n \n \n102\n\n[Table of Contents](#TableOfContents)\n\n \n\n \n\n·\nwe deposit to the DSRA 50% of any cash dividends to shareholders exceeding $20.0 million per annum, capped at 1/3 of the par value of the Bonds outstanding at the time; and\n\n·\nif our MVAN falls below $300.0 million then to deposit to the DSRA the difference between the MVAN and the $300.0 million (capped to 1/3 of the par value of the 2021 Bonds and 2022 Bonds outstanding).\n\nThe 2026 Bonds require that:\n\n·\nwe maintain a pledged DSRA with a minimum balance €0.15 million; and\n\n·\nif our MVAN falls below $450.0 million then to deposit to the DSRA the difference between the MVAN and the $450.0 million (capped to 1/3 of the par value of the 2026 Bonds outstanding).\n\nFurthermore, all our financing arrangements other than the Bonds provide that:\n\n·\nwe are required to maintain a minimum security coverage ratio, usually defined as the ratio of the market value of the collateralized vessels or vessel and net realizable value of additional acceptable security to the respective outstanding amount under the applicable financing arrangement between 110% and 120%;\n\n·\nthe vessel-owning subsidiaries may pay dividends or make distributions provided that no event of default has occurred and the payment of such dividend or distribution does not result in an event of default, including a breach of any of the financial covenants; and\n\n·\nthe earnings, insurances and requisition compensation of the vessels are required to be assigned as collateral and additional security, including pledge and charge on current account, corporate guarantee from each of the vessel-owning subsidiaries and mortgage interest insurance, is also required.\n\nThese financing arrangements are secured by first-priority mortgages over all our vessels and are guaranteed by each vessel-owning subsidiary and contain a “Market Disruption Clause,” which the lenders may unilaterally trigger, requiring us to compensate the lenders for any increases to their funding costs caused by disruptions to the market.\n\nAs of December 31, 2025, we were in compliance with all financial debt covenants under all our financing arrangements.\n\nOur ability to comply with the covenants and restrictions contained in our financing arrangements may be affected by events beyond our control, including prevailing economic, financial and industry conditions, interest rate developments, changes in the funding costs of our financing institutions and changes in vessel earnings and asset valuations. If market or other economic conditions deteriorate, our ability to comply with these covenants may be impaired. If we are in breach of any of the restrictions, covenants, ratios or tests in our financing arrangements, or if we trigger a cross-default currently contained in our financing arrangements, we may be forced to suspend our dividends, a significant portion of our obligations may become immediately due and payable and our lenders’ commitment to make further loans to us (if any) may terminate. We may not have, or be able to obtain, sufficient funds to make these accelerated payments. In addition, obligations under certain of our credit facilities are secured by our vessels or through the ownership of the vessels, and if we are unable to repay, or otherwise default on, our financing arrangements, the lenders could seek to take control of these assets.\n\nFurthermore, any contemplated vessel acquisitions will have to be at levels that do not impair the required ratios described above. If the estimated asset values of our vessels decrease, we may be obligated to prepay part of our outstanding debt in order to remain in compliance with the relevant covenants in our financing arrangements. A decline in the market value of our vessels could also affect our ability to refinance our debt and/or limit our ability to obtain additional financing. A decrease of 10% in the aggregate fair market value of our fleet would not cause any violation of the indebtedness to market value covenants, contained in our financing arrangements.\n\n \n \n103\n\n[Table of Contents](#TableOfContents)\n\n \n\nC.\nResearch and Development.\n\nNot applicable.\n\nD.\nTrend Information.\n\nOur results of operations depend primarily on the charter hire rates that we are able to realize for our vessels, which depend on, among other things, the demand and supply dynamics characterizing the LNG/C, LPG carriage, wider energy transition gas and container markets at the time of chartering a vessel, please also refer to *“Item 3. Key Information—D Risk Factors—Risks Related to Our Industry*”. For other trends affecting our business please see other discussions in “—A. Operating Results” above.\n\nE.\nCritical Accounting Estimates\n\nThe discussion and analysis of our financial condition and results of operations is based upon our Financial Statements, which have been prepared in accordance with U.S. GAAP. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amount of assets and liabilities, revenues and expenses and related disclosure of contingent assets and liabilities at the date of our financial statements. Actual results may differ from these estimates under different assumptions or conditions.\n\nCritical accounting estimates are those estimates made in accordance with U.S. GAAP that involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on our financial condition or results of operations. We have described below what we believe our critical accounting estimates are. For a description of our significant accounting policies, see Note 2 (Significant Accounting Policies) to our Financial Statements.\n\nImpairment\n\nThe carrying value of each of our vessels and vessels under construction represents its original cost (contract price, initial expenditures and improvements) at the time of delivery or purchase less accumulated depreciation or impairment charges. The carrying values of our vessels and charters attached, may not represent their fair market value at any point in time since the market prices of second-hand vessels and charters attached tend to fluctuate with changes in charter rates and the cost of newbuilds.\n\nOur estimates of basic market value used in the identification of impairment indicators assume that the vessels are all in good and seaworthy condition without need for repair and, if inspected, would be certified in class without notations of any kind. Our estimates are based on the average of two estimated market values for the vessels and the charters attached, received from third-party independent shipbrokers approved by our financing providers. Vessel values are highly volatile. Accordingly, our estimates may not be indicative of the current or future basic market value of the vessels or prices that could be achieved if the vessels were to be sold.\n\nIn case an impairment indicator exists for any of our vessels, we perform undiscounted cash flow tests, as an impairment analysis, in which we make estimates and assumptions relating to determining the projected undiscounted net operating cash flows by considering the following:\n\n·\nthe charter revenues from existing time charters for the fixed fleet days (our remaining charter agreement rates);\n\n·\nvessel operating expenses;\n\n·\ndry-docking expenditures;\n\n \n \n104\n\n[Table of Contents](#TableOfContents)\n\n \n\n \n\n·\nan estimated gross daily time charter rate for the unfixed days (based on the ten-year historical average of time charters with duration of one year) over the remaining economic life of each vessel, excluding days of scheduled off-hires;\n\n·\nresidual value of vessels;\n\n·\ncommercial and technical management fees;\n\n·\na utilization rate based on the fleet’s historical performance; and\n\n·\nthe remaining estimated life of our vessels.\n\nAs of December 31, 2025, and 2024, the carrying amount of each vessel, including the book value of the attached time charter, if any, in our fleet did not exceed its respective charter-attached market value. Accordingly, no undiscounted cash flow tests were required to be performed for any of our vessels, and, as a result, this is not considered a critical accounting estimate."}