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6-K 1 tm265484d1_6k.htm FORM 6-K

 

 

 

UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE

SECURITIES EXCHANGE ACT OF 1934 

For the month of February 2026

 

Commission File Number: 001-41858

 

Okeanis Eco Tankers Corp. 

(Translation of registrant’s name into English)

 

c/o OET Chartering Inc., Ethnarchou Makariou Ave., & 2 D. Falireos St., 185 47 N. Faliro, Greece 

(Address of principal executive office)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

 

Form 20-F x        Form 40-F ¨

 

 

 


 

INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K

 

Attached to this report on Form 6-K as Exhibit 99.1 is a copy of the press release published by Okeanis Eco Tankers Corp. on February 18, 2026, titled “Okeanis Eco Tankers Corp. Reports Financial Results for the Fourth Quarter and Twelve-Month Period of 2025.”

 

This Report and the exhibit(s) hereto are hereby incorporated by reference into the registrant’s registration statements: (A) on Form F-3 (File No. 333-287032), filed with the Securities and Exchange Commission on May 7, 2025 and declared effective on May 21, 2025 and (B) on Form F-3 (File No. 333-287036), filed with the Securities and Exchange Commission on May 7, 2025 and declared effective on May 21, 2025.

 


 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  OKEANIS ECO TANKERS CORP.
     
  By: /s/ Iraklis Sbarounis
  Name: Iraklis Sbarounis
  Title: Chief Financial Officer

 

Date: February 18, 2026

 

 

EX-99.1 2 tm265484d1_ex99-1.htm EXHIBIT 99.1

 

Exhibit 99.1

 

Okeanis Eco Tankers Corp. Reports Financial Results for the Fourth Quarter and Twelve-Month Period of 2025

 

ATHENS, GREECE, February 18, 2026 – Okeanis Eco Tankers Corp. (together with its subsidiaries, unless context otherwise dictates, “OET” or the “Company”) (NYSE: ECO, OSE: OET) today reported its unaudited condensed financial results for the fourth quarter and twelve-month period of 2025, which are attached to this press release.

 

Financial performance of the Fourth Quarter Ended December 31, 2025

 

  · Revenues of $126.9 million in Q4 2025, compared to $85.2 million in Q4 2024.
  · Profit of $59.5 million in Q4 2025, compared to $13.2 million in Q4 2024.
  · Vessel operating expenses of $11.5 million in Q4 2025, compared to $9.6 million in Q4 2024.
  · Earnings per share of $1.76 in Q4 2025 (based on a weighted average number of shares of 33,708,192 for the period), compared to $0.41 in Q4 2024.
  · Cash (including restricted cash) of $122.5 million as of December 31, 2025, compared to $54.3 million as of December 31, 2024.

 

Financial performance of the Twelve Months Ended December 31, 2025

 

  · Revenues of $391.5 million in 12M 2025, compared to $393.2 million in 12M 2024.
  · Profit of $123.0 million in 12M 2025, compared to $108.9 million in 12M 2024.
  · Vessel operating expenses of $45.2 million in 12M 2025, compared to $42.4 million in 12M 2024.
  · Earnings per share of $3.77 in 12M 2025 (based on a weighted average number of shares of 32,575,740 for the period), compared to $3.38 in 12M 2024.

 

Alternative performance metrics and market development

 

  · Time charter equivalent* (“TCE”, a non-IFRS measure*) revenue of $92.9 million in Q4 2025.
  · EBITDA* and Adjusted EBITDA* (each, a non-IFRS measure*) of $79.3 million and $79.0 million, respectively, in Q4 2025.
  · Adjusted profit* and Adjusted earnings per share* (each, a non-IFRS measure*) of $59.9 million or $1.78 per basic and diluted share in Q4 2025.
  · Fleetwide daily TCE rate* of $76,700 per operating day in Q4 2025; VLCC and Suezmax TCE rates of $92,000 and $53,100 per operating day, respectively, in Q4 2025.
  · Daily vessel operating expenses* (“Daily Opex”, a non-IFRS measure*) of $9,794 per calendar day, including management fees, in Q4 2025.
  · In Q1 2026 to date, 67% of the available VLCC spot days have been booked at an average TCE rate of $104,200 per day and 64% of the available Suezmax spot days have been booked at an average TCE rate of $84,600 per day.

 

Declaration of Q4 2025 dividend

 

The Company’s board of directors declared a dividend of $1.55 per common share to shareholders. Dividends payable to common shares registered in the Euronext VPS will be distributed in NOK. The cash payment will be paid on March 10, 2026, to shareholders of record as of March 3, 2026. The common shares will be traded ex-dividend on the NYSE as from and including March 3, 2026, and the common shares will be traded ex-dividend on the Oslo Stock Exchange as from and including March 2, 2026. Due to the implementation of the Central Securities Depository Regulation (CSDR) in Norway, dividends payable on common shares registered with Euronext VPS are expected to be distributed to Euronext VPS shareholders on or about March 13, 2026.

 

*The Company uses certain financial information calculated on a basis other than in accordance with generally accepted accounting principles and International Financial Reporting Standards (“IFRS”), including TCE, Daily TCE, EBITDA, Adjusted EBITDA, Adjusted profit, Adjusted earnings per share, and Daily Opex. For a reconciliation of these non-IFRS measures, please refer to the end of this press release.

 

 


 

Presentation

 

OET will be hosting a conference call and webcast at 14:30 CET on Thursday, February 19, 2026 to discuss the Q4 2025 and 12M 2025 results.

 

The webcast will include a slide presentation and will be available on the following link:

https://events.q4inc.com/attendee/615422628

 

An audio replay of the conference call will be available on our website:

http://www.okeanisecotankers.com/reports/

 

Contacts

 

Company:

Iraklis Sbarounis, CFO

Tel: +30 210 480 4200

ir@okeanisecotankers.com

 

Investor Relations / Media Contact:

Nicolas Bornozis, President

Capital Link, Inc.

230 Park Avenue, Suite 1540, New York, N.Y. 10169

Tel: +1 (212) 661-7566

okeanisecotankers@capitallink.com

 

About OET

 

OET is a leading international tanker company providing seaborne transportation of crude oil and refined products. The Company was incorporated on April 30, 2018 under the laws of the Republic of the Marshall Islands and is listed on Oslo Stock Exchange under the symbol OET and the New York Stock Exchange under the symbol ECO. The sailing fleet consists of eight modern scrubber-fitted Suezmax tankers and eight modern scrubber-fitted VLCC tankers.

 

Forward Looking Statements

 

This communication contains “forward-looking statements”, including as defined under applicable laws, such as the US Private Securities Litigation Reform Act of 1995. Forward-looking statements provide the Company’s current expectations or forecasts of future events. Forward-looking statements include statements about the Company’s expectations, beliefs, plans, objectives, intentions, assumptions and other statements that are not historical facts or that are not present facts or conditions. Words or phrases such as “anticipate,” “believe,” “continue,” “estimate,” “expect,” “hope,” “intend,” “may,” “ongoing,” “plan,” “potential,” “predict,” “project,” “should,” “will” or similar words or phrases, or the negatives of those words or phrases, may identify forward-looking statements, but the absence of these words does not necessarily mean that a statement is not forward-looking. Forward-looking statements are subject to known and unknown risks and uncertainties and are based on potentially inaccurate assumptions that could cause actual results to differ materially from those expected or implied by the forward-looking statements. The Company’s actual results could differ materially from those anticipated in forward-looking statements for many reasons, including as described in the Company’s filings with the U.S. Securities and Exchange Commission (the “SEC”). Accordingly, you should not unduly rely on these forward-looking statements, which speak only as of the date of this communication. Factors that could cause actual results to differ materially include, but are not limited to, the Company’s operating or financial results; the Company’s liquidity, including its ability to service its indebtedness; competitive factors in the market in which the Company operates; shipping industry trends, including charter rates, vessel values and factors affecting vessel supply and demand; future, pending or recent acquisitions and dispositions, business strategy, areas of possible expansion or contraction, and expected capital spending or operating expenses; risks associated with operations; broader market impacts arising from war (or threatened war) or international hostilities; risks associated with pandemics, including effects on demand for oil and other products transported by tankers and the transportation thereof; and other factors listed from time to time in the Company’s filings with the SEC. Except to the extent required by law, the Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with respect thereto or any change in events, conditions, or circumstances on which any statement is based. You should, however, review the factors and risks the Company describes in the reports it files and furnishes from time to time with the SEC, which can be obtained free of charge on the SEC’s website at www.sec.gov.

 

This information is subject to the disclosure requirements pursuant to Section 5-12 of the Norwegian Securities Trading Act.

 

  2  

 

  3  

 

Okeanis Eco Tankers Corp. Reports Financial Results for the Fourth Quarter and Twelve-Month Period of 2025

 

ATHENS, GREECE, February 18, 2026 – Okeanis Eco Tankers Corp. (together with its subsidiaries, unless context otherwise dictates, “OET” or the “Company”) (NYSE: ECO, OSE: OET) today reported its unaudited condensed financial results for the fourth quarter and twelve-month period of 2025.

 

Financial performance of the Fourth Quarter Ended December 31, 2025

 

  · Revenues of $126.9 million in Q4 2025, compared to $85.2 million in Q4 2024.
  · Profit of $59.5 million in Q4 2025, compared to $13.2 million in Q4 2024.
  · Vessel operating expenses of $11.5 million in Q4 2025, compared to $9.6 million in Q4 2024.
  · Earnings per share of $1.76 in Q4 2025 (based on a weighted average number of shares of 33,708,192 for the period), compared to $0.41 in Q4 2024.
  · Cash (including restricted cash) of $122.5 million as of December 31, 2025, compared to $54.3 million as of December 31, 2024.

 

Financial performance of the Twelve Months Ended December 31, 2025

 

  · Revenues of $391.5 million in 12M 2025, compared to $393.2 million in 12M 2024.
  · Profit of $123.0 million in 12M 2025, compared to $108.9 million in 12M 2024.
  · Vessel operating expenses of $45.2 million in 12M 2025, compared to $42.4 million in 12M 2024.
  · Earnings per share of $3.77 in 12M 2025 (based on a weighted average number of shares of 32,575,740 for the period), compared to $3.38 in 12M 2024.

 

Alternative performance metrics and market development

 

  · Time charter equivalent* (“TCE”, a non-IFRS measure*) revenue of $92.9 million in Q4 2025.
  · EBITDA* and Adjusted EBITDA* (each, a non-IFRS measure*) of $79.3 million and $79.0 million, respectively, in Q4 2025.
  · Adjusted profit* and Adjusted earnings per share* (each, a non-IFRS measure*) of $59.9 million or $1.78 per basic and diluted share in Q4 2025.
  · Fleetwide daily TCE rate* of $76,700 per operating day in Q4 2025; VLCC and Suezmax TCE rates of $92,000 and $53,100 per operating day, respectively, in Q4 2025.
  · Daily vessel operating expenses* (“Daily Opex”, a non-IFRS measure*) of $9,794 per calendar day, including management fees, in Q4 2025.
  · In Q1 2026 to date, 67% of the available VLCC spot days have been booked at an average TCE rate of $104,200 per day and 64% of the available Suezmax spot days have been booked at an average TCE rate of $84,600 per day.

 

Declaration of Q4 2025 dividend

 

The Company’s board of directors declared a dividend of $1.55 per common share to shareholders. Dividends payable to common shares registered in the Euronext VPS will be distributed in NOK. The cash payment will be paid on March 10, 2026, to shareholders of record as of March 3, 2026. The common shares will be traded ex-dividend on the NYSE as from and including March 3, 2026, and the common shares will be traded ex-dividend on the Oslo Stock Exchange as from and including March 2, 2026. Due to the implementation of the Central Securities Depository Regulation (CSDR) in Norway, dividends payable on common shares registered with Euronext VPS are expected to be distributed to Euronext VPS shareholders on or about March 13, 2026.

 

  4  

 

Financial results overview-fourth quarter and twelve months of 2025

 

        Q4 2025     Q4 2024     12M 2025     12M 2024     % Change  
Commercial   VLCC Daily TCE*   $ 92,000     $ 38,500     $ 56,500     $ 56,100       1 %
Performance   Suezmax Daily TCE*   $ 53,100     $ 39,600     $ 47,800     $ 48,900       (2 )%
USD per day   Fleetwide Daily TCE*   $ 76,700     $ 39,000     $ 52,800     $ 52,900       -  
    Fleetwide Daily Opex (incl. mgmt. fees)*   $ 9,794     $ 8,321     $ 9,753     $ 9,181       6 %

 

        Q4 2025     Q4 2024     12M 2025     12M 2024     % Change  
Income   TCE Revenue*   $ 92.9     $ 49.4     $ 265.4     $ 262.0       1 %
Statement   Adjusted EBITDA*   $ 79.0     $ 37.1     $ 204.0     $ 204.1       -  
USDm excl. EPS   Adjusted Profit*   $ 59.9     $ 13.0     $ 122.7     $ 107.3       14 %
    Adjusted Earnings Per Share*   $ 1.78     $ 0.41     $ 3.77     $ 3.33       13 %

 

        December 31, 2025     December 31, 2024     % Change  
Balance Sheet   Total Debt   $ 605.1     $ 645.6       (6 )%
USDm   Total Cash (incl. Restricted Cash)   $ 122.5     $ 54.3       126 %
    Total Assets   $ 1,200.6     $ 1,082.1       11 %
    Total Equity   $ 573.1     $ 410.4       40 %
    Book Leverage**     46 %     59 %     (23 )%

 

 

*The Company uses certain financial information calculated on a basis other than in accordance with generally accepted accounting principles and International Financial Reporting Standards (“IFRS”), including TCE, Daily TCE, EBITDA, Adjusted EBITDA, Adjusted profit, Adjusted earnings per share, and Daily Opex. For a reconciliation of these non-IFRS measures, please refer to the end of this press release.

 

**Book Leverage is calculated as net debt over net debt plus equity.

 

Key information, management commentary and subsequent events

 

  · The Company paid a dividend of approximately $26.6 million, or $0.75 per share, in December 2025.

 

  · Voyage expenses for Q4 2025 of $32.7 million, down from $35.0 million in Q4 2024. The 6% decrease is mostly attributable to lower port expenses.

 

  · Interest and finance costs for Q4 2025 of $10.2 million, down from $12.3 million in Q4 2024. The decrease is mainly due to a decrease in total indebtedness from $645.6 million as of December 31, 2024 to $605.1 million as of December 31, 2025, along with a decrease in the margin payable under our loans.

 

  · The Company recorded a profit of $59.5 million in Q4 2025, compared to a profit of $13.2 million in Q4 2024. The increase derives mainly from the increased revenues generated from operations.

 

  · TCE revenue in Q4 2025 increased by 88.1%, compared to Q4 2024, primarily due to a corresponding incline in TCE rates.

 

  · In October 2025, the Company declared its option to repurchase the VLCC Nissos Rhenia under its sale and leaseback agreement.

 

· In November 2025, the Company declared its option to repurchase the VLCC Nissos Despotiko under its sale and leaseback agreement.

 

 

 

·

In November 2025, the Company entered into two memoranda of agreement to purchase two newbuilding Suezmax vessels (approx. 157,000 dwt) from unrelated third-party sellers for $97.0 million each. Both vessels, Nissos Piperi and Nissos Serifopoula, were delivered to the Company in January 2026. As of December 31, 2025, advances of $38.8 million for the acquisition of these vessels were paid.

 

  5  

 

· On November 19, 2025, the Company successfully priced an offering of 3,239,436 new shares of the Company’s common stock, par value $0.001 per share, at a price of $35.50 per share, raising gross proceeds of approximately $115.0 million.

 

  · On December 19, 2025, the Company entered into a $45.0 million facility agreement to finance a portion of the acquisition price of the Nissos Piperi with a prominent Greek bank. The Nissos Piperi Facility is priced at 130 basis points over the applicable Term SOFR (or 50 basis points for any outstanding part of the loan in respect of which an amount of at least $1.0 million has been deposited and blocked for the whole of the relevant interest period in a cash collateral account), matures in seven years, and will be repaid in quarterly installments of $0.525 million, together with a balloon installment of $30.3 million at maturity. It is secured by, among other things, a mortgage over the Nissos Piperi and is guaranteed by the Company. The Nissos Piperi Facility was drawn on January 5, 2026.

 

  · On December 19, 2025, the Company entered into a $45.0 million facility agreement to finance a portion of the acquisition price of the Nissos Serifopoula with another prominent Greek bank. The Nissos Serifopoula Facility is priced at 130 basis points over the applicable Term SOFR (or 50 basis points for any outstanding part of the loan in respect of which the equivalent amount has been deposited and blocked for the whole of the relevant interest period in a cash collateral account), matures in eight years, and will be repaid in quarterly installments of $0.525 million, together with a balloon installment of $28.2 million at maturity. It is secured by, among other things, a mortgage over the Nissos Serifopoula and is guaranteed by the Company. The Nissos Serifopoula Facility was drawn on January 12, 2026.

 

  · In January 2026, the Company entered into two memoranda of agreement to purchase two newbuilding Suezmax vessels (approx. 157,000 dwt) from unrelated third-party sellers for $99.3 million each. Both vessels are expected to be delivered to the Company in the second quarter of 2026.

 

  · On January 21, 2026, the Company successfully priced an offering of 3,611,111 new shares of the Company’s common stock, par value $0.001 per share, at a price of $36.00 per share, raising gross proceeds of approximately $130.0 million.

 

  · The board of directors of the Company (the “Board”) has reappointed Robert Knapp and Joshua Nemser as directors of the Company, effective February 19, 2026. Mr. Knapp and Mr. Nemser had each resigned from the Board in October 2025, but such resignations were not a result of any disagreement with the Company or its management, nor were they related to any matter relating to the Company’s operations, policies, or practices. Following such appointments, the Board remains comprised of a majority of independent directors. The composition of each of the committees of the Board remains the same and is unaffected by these resignations, except for the remuneration committee, which is now comprised of Charlotte Stratos, Francis “Frank” Dunne, and Robert Knapp.

 

  § Mr. Knapp is the chief investment officer of Ironsides Partners, an investment manager based in Boston, which he founded in 2007. Ironsides is an asset value investor with an emphasis on market dislocations or disruptions. Mr. Knapp serves as a director for several investment companies, including Barings BDC, which is listed on the NYSE, DPA Aircraft Ltd, which is listed on the London Stock Exchange, and the African Opportunity Fund Ltd, Pacific Alliance Asian Opportunity Fund, and Pacific Alliance Group Asset Management, which are investment vehicles. Mr. Knapp previously served as a director of MPC Container Ships AS when it was founded. He is a graduate of Princeton University and Oxford University. Prior to his resignation in October 2025, he had been a director of the Board since the Company’s inception.
  § Mr. Nemser is the founder and chief investment officer of Nine Left Capital LP, an asset management firm. Prior to April 2024, he was a senior portfolio manager at VR Capital Group, where he oversaw the portfolio and members of the firm’s NA+ team. Before joining VR, Mr. Nemser was an investment banking associate at Moelis & Company, where he advised on a range of mergers, acquisitions, recapitalizations, and restructurings. Prior to Moelis, he was an attorney in the Business Finance & Restructuring department of Weil, Gotshal & Manges. Prior to Weil, he served as a vice president and chief pilot of a federally certificated air carrier. Mr. Nemser holds a J.D. from the New York University School of Law, where he graduated magna cum laude, and a B.S. in business administration from the University of Southern California. He is a licensed airline transport pilot with over 2,000 flight hours. Prior to his resignation in October 2025, he had been a director of the Board since the Company’s inception.

 

  · In February 2026, the Company entered into a one-year time charter agreement with a global commodities trading company, for its VLCC vessel Nissos Nikouria, at a rate of $91,140 per day.

 

  6  

 

Fleet*

 

As of December 31, 2025, the Company’s fleet was comprised of the following 14 vessels with an average age of 6.4 years and aggregate capacity of approximately 3.5 million deadweight tons:

 

  · six Suezmax vessels with an average age of 7.3 years; and
  · eight VLCC vessels with an average age of 5.7 years.

 

*Age and deadweight capacity do not include the two Suezmax vessels acquired in January 2026, nor do they include the average age of the Suezmax vessels that are expected to be delivered in the second quarter of 2026.

 

Presentation

 

OET will be hosting a conference call and webcast at 14:30 CET on Thursday, February 19, 2026 to discuss the Q4 2025 and 12M 2025 results.

 

The webcast will include a slide presentation and will be available on the following link:

https://events.q4inc.com/attendee/615422628

 

An audio replay of the conference call will be available on our website:

http://www.okeanisecotankers.com/reports/

 

  7  

 

Unaudited condensed consolidated statements of profit or loss and other comprehensive income

 

    For the Three months
ended December 31,
   

For the

Twelve months ended
December 31,

 
USD   2025     2024     2025     2024  
Revenue   $ 126,851,761     $ 85,189,520     $ 391,548,819     $ 393,229,831  
                                 
Operating expenses                                
Commissions     (1,259,509 )     (841,567 )     (4,262,645 )     (3,997,596 )
Voyage expenses     (32,692,334 )     (34,964,214 )     (121,870,584 )     (127,196,305 )
Vessel operating expenses     (11,455,249 )     (9,558,439 )     (45,240,447 )     (42,434,258 )
Management fees – related party     (1,159,200 )     (1,159,200 )     (4,599,000 )     (4,611,600 )
Depreciation and amortization     (10,438,324 )     (10,364,174 )     (41,440,551 )     (41,134,237 )
General and administrative expenses     (1,259,755 )     (1,563,364 )     (11,604,900 )     (10,910,862 )
Total operating expenses   $ (58,264,371 )   $ (58,450,958 )   $ (229,018,127 )   $ (230,284,858 )
Operating profit   $ 68,587,390     $ 26,738,562     $ 162,530,692     $ 162,944,973  
                                 
Other income / (expenses)                                
Interest income     812,677       656,520       2,191,740       3,445,203  
Interest and other finance costs     (10,194,138 )     (12,312,194 )     (44,240,513 )     (57,052,680 )
Unrealized (loss)/ gain, net on derivatives     (440,406 )     149,133       1,653,464       (291,873 )
Realized gain/ (loss), net on derivatives     722,457       (1,254,413 )     1,327,397       (1,264,750 )
Loss on debt extinguishment     -       -       (1,383,768 )     -  
Gain from modification of loans     -       -       -       1,828,959  
Foreign exchange (loss)/ gain     (29,852 )     (783,013 )     872,531       (746,562 )
Total other expenses, net   $ (9,129,262 )   $ (13,543,967 )   $ (39,579,149 )   $ (54,081,703 )
                                 
Profit for the period   $ 59,458,128     $ 13,194,595     $ 122,951,543     $ 108,863,270  
                                 
Other comprehensive income/ (loss)     1,010       (6,005 )     1,010       (6,005 )
Total comprehensive income for the period   $ 59,459,138     $ 13,188,590     $ 122,952,553     $ 108,857,265  
                                 
Profit attributable to the owners of the Group   $ 59,458,128     $ 13,194,595     $ 122,951,543     $ 108,863,270  
Total comprehensive income attributable to the owners of the Group   $ 59,459,138     $ 13,188,590     $ 122,952,553     $ 108,857,265  
                                 
Earnings per share - basic & diluted   $ 1.76     $ 0.41     $ 3.77     $ 3.38  
Weighted average no. of shares - basic & diluted     33,708,192       32,194,108       32,575,740       32,194,108  

 

  8  

 

Unaudited condensed consolidated statements of financial position

 

    As of     As of  
USD   December 31, 2025     December 31, 2024  
ASSETS                
Non-current assets                
Vessels, net   $ 922,117,179     $ 958,597,520  
Advances for acquisition of vessels     38,894,251       -  
Other non-current assets     58,332       80,206  
Derivative financial instruments     120,638       -  
Restricted cash     4,510,000       4,510,000  
Total non-current assets   $ 965,700,400     $ 963,187,726  
Current assets                
Inventories   $ 17,273,715     $ 24,341,665  
Trade and other receivables     85,091,040       39,755,029  
Claims receivable     320,097       242,576  
Prepaid expenses and other current assets     6,466,709       4,794,022  
Derivative financial instruments     1,470,326       -  
Current account due from related parties     6,286,469       -  
Current portion of restricted cash     1,399,243       434,927  
Cash & cash equivalents     116,636,741       49,343,664  
Total current assets   $ 234,944,340     $ 118,911,883  
TOTAL ASSETS   $ 1,200,644,740     $ 1,082,099,609  
SHAREHOLDERS’ EQUITY & LIABILITIES                
Shareholders’ equity                
Share capital   $ 36,129     $ 32,890  
Additional paid-in capital     124,891,132       14,501,517  
Treasury shares     (4,583,929 )     (4,583,929 )
Other reserves     (34,903 )     (35,913 )
Retained earnings     452,782,809       400,512,351  
Total shareholders’ equity   $ 573,091,238     $ 410,426,916  
Non-current liabilities                
Long-term borrowings, net of current portion   $ 558,625,413     $ 598,957,333  
Retirement benefit obligations     61,629       44,795  
Total non-current liabilities   $ 558,687,042     $ 599,002,128  
Current liabilities                
Trade payables   $ 13,748,183     $ 19,479,005  
Accrued expenses and other current liabilities     8,643,793       5,909,316  
Current accounts due to related parties     -       530,030  
Derivative financial instruments     -       62,500  
Current portion of long-term borrowings     46,474,484       46,689,714  
Total current liabilities   $ 68,866,460     $ 72,670,565  
TOTAL LIABILITIES   $ 627,553,502     $ 671,672,693  
TOTAL SHAREHOLDERS’ EQUITY & LIABILITIES   $ 1,200,644,740     $ 1,082,099,609  

 

  9  

 

Unaudited condensed consolidated statement of changes in shareholders’ equity

 

                Additional                          
    Number     Share     paid-in     Treasury     Other     Retained        
USD, except share amounts   of shares     capital     capital     Shares     Reserves     Earnings     Total  
Balance - January 1, 2024     32,194,108     $ 32,890     $ 121,064,014     $ (4,583,929 )   $ (29,908 )   $ 291,649,081     $ 408,132,148  
Profit for the year                                   108,863,270       108,863,270  
Capital distribution ($3.31 per share)                 (106,562,497 )                       (106,562,497 )
Other comprehensive loss for the year                             (6,005 )           (6,005 )
Balance - December 31, 2024     32,194,108     $ 32,890     $ 14,501,517     $ (4,583,929 )   $ (35,913 )   $ 400,512,351     $ 410,426,916  
                                                         
Balance - January 1, 2025     32,194,108     $ 32,890     $ 14,501,517     $ (4,583,929 )   $ (35,913 )   $ 400,512,351     $ 410,426,916  
Profit for the year                                   122,951,543       122,951,543  
Dividends ($2.12 per share)                                   (70,681,085 )     (70,681,085 )
Other comprehensive income for the year                             1,010             1,010  
Common share issuance, net of offering expenses     3,239,436       3,239       110,389,615                         110,392,854  
Balance - December 31, 2025   $ 35,433,544     $ 36,129     $ 124,891,132     $ (4,583,929 )   $ (34,903 )   $ 452,782,809     $ 573,091,238  

 

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Unaudited condensed consolidated statements of cash flows

 

    For the three months
ended December 31,
    For the Twelve months
ended December 31,
 
USD   2025     2024     2025     2024  
CASH FLOWS FROM OPERATING ACTIVITIES                                
Profit for the period   $ 59,458,128     $ 13,194,595     $ 122,951,543     $ 108,863,270  
                                 
Adjustments to reconcile profit to net cash provided by operating activities:                                
Depreciation and amortization     10,438,324       10,364,174       41,440,551       41,134,237  
Interest expense     9,831,332       12,082,217       42,153,588       53,628,356  
Amortization of loan financing fees and loan modification gain     302,205       329,132       1,246,265       2,263,416  
Unrealized loss/ (gain), net on derivatives     440,406       (349,833 )     (1,653,464 )     91,173  
Interest income     (812,677 )     (656,520 )     (2,191,740 )     (3,445,203 )
Unrealized foreign exchange (gain) /loss     (343,534 )     1,098,524 )     (1,834,591 )     1,107,810  
Loss on debt extinguishment     -       -       1,383,768       -  
Gain from modification of loans     -       -       -       (1,828,959 )
Other non-cash items     1,010       (6,005 )     1,010       (6,005 )
Total reconciliation adjustments   $ 19,857,066     $ 22,861,689     $ 80,545,387     $ 92,944,825  
                                 
Changes in working capital:                                
Trade and other receivables     (33,884,553 )     4,208,851       (45,321,044 )     17,674,147  
Prepaid expenses and other current assets and non-current assets     (781,039 )     (1,966,375 )     (1,672,687 )     (1,902,362 )
Inventories     3,535,413       1,707,248       7,067,950       1,012,352  
Trade payables     (3,202,845 )     2,765,193       (5,973,333 )     (4,470,575 )
Accrued expenses and other current liabilities     3,380,834       609,427       2,782,144       2,398,299  
Claims receivable     -       (242,576 )     (77,521 )     (127,048 )
Due to related parties     -       48,898       (530,030 )     (129,944 )
Due from related parties     (5,941,366 )     -       (6,286,469 )     -  
Total changes in working capital   $ (36,893,556 )   $ 7,130,666     $ (50,010,990 )   $ 14,454,869  
Interest paid     (9,955,327 )     (12,565,112 )     (42,184,422 )     (53,444,573 )
Net cash provided by operating activities   $ 32,466,311     $ 30,621,838     $ 111,301,518     $ 162,818,391  
                                 
CASH FLOWS FROM INVESTING ACTIVITIES                                
Decrease in restricted cash     -       1,874,670       -       1,449,925  
Increase in restricted cash     (365,932 )     -       (964,316 )     (1,500,000 )
Payments for special survey and drydocking     (1,140,193 )     (5,522,630 )     (3,416,523 )     (11,189,402 )
Payments for vessels and advances for acquisition of vessels     (40,193,651 )     -       (40,193,651 )     -  
Interest received     891,124       547,928       2,154,731       3,299,288  
Net cash used in investing activities   $ (40,808,652 )   $ (3,100,032 )   $ (42,419,759 )   $ (7,940,189 )
                                 
CASH FLOWS FROM FINANCING ACTIVITIES                                
Proceeds from long-term borrowings     -       -       195,000,000       199,260,000  
Repayments of long-term borrowings     (11,844,948 )     (11,931,068 )     (236,857,084 )     (246,117,877 )
Net proceeds from common share issuance     110,392,854               110,392,854          
Dividends paid     (26,575,157 )     -       (70,681,085 )     -  
Capital distributions     -       (14,487,349 )     -       (106,562,497 )
Payments of loan financing fees     -       -       (1,300,000 )     (1,259,319 )
Net cash provided by/ (used in) financing activities   $ 71,972,749     $ (26,418,417 )   $ (3,445,315 )   $ (154,679,693 )
Effects of exchange rate changes of cash held in foreign currency     362,125       (902,877 )     1,856,633       (847,236 )
Net change in cash and cash equivalents     63,630,408       1,103,389       65,436,444       198,509  
Cash and cash equivalents at beginning of year     52,644,208       49,143,152       49,343,664       49,992,391  
Cash and cash equivalents at end of year   $ 116,636,741     $ 49,343,664     $ 116,636,741     $ 49,343,664  

 

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USE AND RECONCILIATION OF ALTERNATIVE PERFORMANCE MEASURES

 

The Company together with its wholly owned subsidiaries, (the “Group”) evaluates its vessels’ operations and financial results principally by assessing their revenue generation (and not by the type of vessel, employment, customer, or type of charter). Among others, TCE, Daily TCE rate, EBITDA, Adjusted EBITDA, Daily Opex, Adjusted Profit/(loss), and Adjusted Earnings/(loss) per share are used as key performance indicators.

 

Daily TCE rate

 

In the shipping industry, economic decisions are based on vessels’ deployment upon anticipated TCE rates and time charter equivalent revenue, and industry analysts typically measure shipping freight rates in terms of TCE rates. This is because under time-charter and bareboat contracts the customer usually pays the voyage expenses, while under voyage charters the ship-owner usually pays the voyage expenses, which typically are added to the hire rate at an approximate cost. In a voyage charter contract, consideration is received for the use of a vessel between designated ports for the duration of the voyage only, at an agreed upon rate per volume of cargo carried. In a time charter contract, the customer (also known as the charterer) is responsible to pay for fuel consumed and port expenses incurred during the agreed period of time. In a voyage charter contract, the Company is responsible for maintaining the voyage, including vessel scheduling and routing, as well as any related voyage expenses, such as fuel, port and other expenses. Under voyage charters, the majority of voyage expenses are generally borne by us whereas for vessels in a time charter, such expenses are borne by the time charter operator. In a bareboat charter, the customer pays for all of the vessel’s operating expenses, and undertakes to maintain the vessel in a good state of repair and efficient operating condition and drydock the vessel during this period as per the classification society requirements. We may incur voyage related expenses when positioning or repositioning vessels before or after the period of a time or other charter, during periods of commercial waiting time or while off-hire during drydocking or due to other unforeseen circumstances. Because of the different nature of these types of arrangements, the amount of revenues earned by the Company can differ significantly between them.

 

The Daily Time Charter Equivalent Rate (“TCE rate”) is a measure of the average daily revenue performance of a vessel. The TCE rate and time charter equivalent revenue (TCE) are not measures of revenue under generally accepted accounting principles (i.e., they are non-GAAP measures) or IFRS and should not be considered as an alternative to any measure of revenue and financial performance presented in accordance with IFRS. We calculate the TCE rate by dividing revenues (time charter and/or voyage charter revenues), less commission and voyage expenses (which then equals “time charter equivalent revenue”), by the number of operating days (we define operating days as calendar days less any scheduled or unscheduled days that our vessels are off-hire due to unforeseen technical and commercial circumstances) during that period. Our calculation of the TCE rate and time charter equivalent revenue may not be comparable to that reported by other companies. We define calendar days as the total number of days the vessels were in our possession for the relevant period. Calendar days are an indicator of the size of our fleet during the relevant period and affect the amount of expenses that we record during that period. We and other companies in the shipping industry use operating days to measure the aggregate number of days in a period that our vessels generate revenues. The period a vessel is not being chartered or is unable to perform the services for which it is required under a charter is “off-hire”.

 

We use the TCE rate and time charter equivalent revenue because they provide a means of comparison between different types of vessel employment and, therefore, assists our decision-making process with regards to the operation and use of our vessels and in evaluating our financial performance. We believe the TCE rate and time charter equivalent revenue provide additional meaningful information to our investors, constituting a comparison to Revenue, the most directly comparable GAAP and IFRS measure, that also enables our management to evaluate the performance and deployment of our fleet and in evaluating their financial performance. The TCE rate and time charter equivalent revenue are measures used to compare period-to-period changes in a company’s performance, and management believes that the TCE rate and time charter equivalent revenue provide meaningful information to our investors.

 

  12  

 

The following table sets forth our computation of TCE rates, including a reconciliation of revenues to the TCE rates (unaudited) for the periods presented:

 

    For the Three months     For the Twelve months  
    ended December 31,     ended December 31,  
USD   2025     2024     2025     2024  
Revenue   $ 126,851,761     $ 85,189,520     $ 391,548,819     $ 393,229,831  
Voyage expenses     (32,692,334 )     (34,964,214 )     (121,870,584 )     (127,196,305 )
Commissions     (1,259,509 )     (841,567 )     (4,262,645 )     (3,997,596 )
Time charter equivalent revenue   $ 92,899,918     $ 49,383,739     $ 265,415,590     $ 262,035,930  
Calendar days     1,288       1,288       5,110       5,124  
Off-hire days     (77 )     (21 )     (85 )     (170 )
Operating days     1,211       1,267       5,025       4,954  
Daily TCE rate   $ 76,694     $ 38,980     $ 52,823     $ 52,898  

 

Daily Opex

 

Daily Opex per vessel is an alternative performance measure that provides meaningful information to our management with regards to our vessels’ efficiency and deployment. Daily Opex is not a measure under generally accepted accounting principles (i.e., it is a non-GAAP measure) or IFRS and should not be considered as an alternative to any measure of expenses and financial performance presented in accordance with IFRS. Our reconciliation of daily Opex, including management fees, may deviate from that reported by other companies. We believe Daily Opex provides additional meaningful information in conjunction with Vessel operating expenses, the most directly comparable GAAP and IFRS measure, because it provides meaningful information to our investors in evaluating our financial performance. Also, it is an alternative measure that provides meaningful information to our management with regards to our vessels’ efficiency and deployment.

 

Daily Opex is calculated as vessel operating expenses and technical management fees divided by calendar days, for the relevant periods.

 

The following table sets forth our reconciliation of daily Opex (unaudited) for the periods presented:

 

    For the Three months     For the Twelve months  
    ended December  31,     ended December 31,  
USD   2025     2024     2025     2024  
Vessel operating expenses   $ 11,455,249     $ 9,558,439     $ 45,240,447     $ 42,434,258  
Management fees     1,159,200       1,159,200       4,599,000       4,611,600  
Total vessel operating expenses   $ 12,614,449     $ 10,717,639     $ 49,839,447     $ 47,045,858  
Calendar days     1,288       1,288       5,110       5,124  
Daily Opex   $ 9,794     $ 8,321     $ 9,753     $ 9,181  
Daily Opex excluding management fees   $ 8,894     $ 7,421     $ 8,853     $ 8,281  

 

EBITDA, Adjusted EBITDA, Adjusted Profit and Adjusted Earnings per share

 

Earnings before interest, tax, depreciation and amortization (EBITDA) is an alternative performance measure, derived directly from the statement of profit or loss and other comprehensive income by adding back to profit/(loss) depreciation, amortization, interest and finance costs and subtracting interest income. Adjusted EBITDA is defined as EBITDA before non-recurring items, unrealized losses/(gains) on derivatives, realized losses/(gains) on derivatives, foreign exchange (gains)/losses, (gain)/loss from loan modifications and loss on debt extinguishment. Adjusted profit/(loss) is defined as reported profit/(loss) before non-recurring items, unrealized losses/(gains) on derivatives, impairment loss, loan modification gain/(loss), loss on debt extinguishment and gain/(loss) on disposal of vessels, if any. Adjusted earnings/(loss) per share is defined as adjusted profit/(loss) divided by the weighted average number of common shares outstanding in the period.

 

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Furthermore, EBITDA, Adjusted EBITDA, Adjusted profit/(loss) and Adjusted earnings/(loss) per share have certain limitations in use and should not be considered alternatives to reported profit/(loss), operating profit, cash flows from operations, earnings per share or any other GAAP or IFRS measure of financial performance. EBITDA, Adjusted EBITDA, Adjusted profit/(loss) and Adjusted earnings/(loss) per share exclude some, but not all, items that affect profit/(loss).

 

EBITDA, Adjusted EBITDA, Adjusted Profit and Adjusted Earnings per share are not measures of profit under generally accepted accounting principles (i.e., they are non-GAAP measures) or IFRS and should not be considered as an alternative to any measure of revenue and financial performance presented in accordance with IFRS. EBITDA, Adjusted EBITDA, Adjusted Profit and Adjusted Earnings per share are used as supplemental financial measures by management and external users of financial statements to assess our operating performance. We believe that EBITDA, Adjusted EBITDA, Adjusted Profit and Adjusted Earnings per share assist our management and our investors by providing useful information that increases the comparability of our operating performance from period to period and against our previous performance and the operating performance of other companies in our industry that provide relevant information. We believe EBITDA, Adjusted EBITDA, Adjusted Profit and Adjusted Earnings provide additional meaningful information in conjunction with profit, the most directly comparable GAAP and IFRS measure, because they provide meaningful information in evaluating our financial performance.

 

Our method of computing EBITDA, Adjusted EBITDA, Adjusted profit/(loss) and Adjusted earnings/(loss) per share may not be consistent with similarly titled measures of other companies and, therefore, might not be comparable with other companies.

 

The following table sets forth a reconciliation of profit to EBITDA (unaudited) and Adjusted EBITDA (unaudited) for the periods presented:

 

    For the Three months
ended December 31,
    For the Twelve months
ended December 31,
 
USD   2025     2024     2025     2024  
Profit for the period   $ 59,458,128     $ 13,194,595     $ 122,951,543     $ 108,863,270  
Depreciation and amortization     10,438,324       10,364,174       41,440,551       41,134,237  
Interest and other finance costs     10,194,138       12,312,194       44,240,513       57,052,680  
Interest income     (812,677 )     (656,520 )     (2,191,740 )     (3,445,203 )
EBITDA   $ 79,277,913     $ 35,214,443     $ 206,440,867     $ 203,604,984  
Unrealized loss/ (gain), net on derivatives     440,406       (149,133 )     (1,653,464 )     291,873  
Realized (gain)/ loss, net on derivatives     (722,457 )     1,254,413       (1,327,397 )     1,264,750  
Gain from modification of loans     -       -       -       (1,828,959 )
Loss on debt extinguishment     -       -       1,383,768       -  
Foreign exchange loss/ (gain)     29,852       783,013       (872,531 )     746,562  
Adjusted EBITDA   $ 79,025,714     $ 37,102,736     $ 203,971,243     $ 204,079,210  

 

The following table sets forth a reconciliation of profit to Adjusted profit (unaudited) and a computation of Adjusted earnings per share (unaudited) for the periods presented:

 

    For the Three months
ended Decemebr 31,
    For the Twelve months
ended December 31,
 
USD   2025     2024     2025     2024  
Profit for the period   $ 59,458,128     $ 13,194,595     $ 122,951,543     $ 108,863,270  
Gain from modification of loans     -       -       -       (1,828,959 )
Loss on debt extinguishment     -       -       1,383,768       -  
Unrealized loss/ (gain), net on derivatives     440,406       (149,133 )     (1,653,464 )     291,873  
Adjusted Profit   $ 59,898,534     $ 13,045,462     $ 122,681,847     $ 107,326,184  
Weighted average number of common shares outstanding in the period     33,708,192       32,194,108       32,575,740       32,194,108  
Adjusted earnings per share, basic and diluted   $ 1.78     $ 0.41     $ 3.77     $ 3.33  

 

  14  

 

Forward Looking Statements

 

This communication contains “forward-looking statements”, including as defined under applicable laws, such as the US Private Securities Litigation Reform Act of 1995. Forward-looking statements provide the Company’s current expectations or forecasts of future events. Forward-looking statements include statements about the Company’s expectations, beliefs, plans, objectives, intentions, assumptions and other statements that are not historical facts or that are not present facts or conditions. Words or phrases such as “anticipate,” “believe,” “continue,” “estimate,” “expect,” “hope,” “intend,” “may,” “ongoing,” “plan,” “potential,” “predict,” “project,” “should,” “will” or similar words or phrases, or the negatives of those words or phrases, may identify forward-looking statements, but the absence of these words does not necessarily mean that a statement is not forward-looking. Forward-looking statements are subject to known and unknown risks and uncertainties and are based on potentially inaccurate assumptions that could cause actual results to differ materially from those expected or implied by the forward-looking statements. The Company’s actual results could differ materially from those anticipated in forward-looking statements for many reasons, including as described in the Company’s filings with the U.S. Securities and Exchange Commission (the “SEC”). Accordingly, you should not unduly rely on these forward-looking statements, which speak only as of the date of this communication. Factors that could cause actual results to differ materially include, but are not limited to, the Company’s operating or financial results; the Company’s liquidity, including its ability to service its indebtedness; competitive factors in the market in which the Company operates; shipping industry trends, including charter rates, vessel values and factors affecting vessel supply and demand; future, pending or recent acquisitions and dispositions, business strategy, areas of possible expansion or contraction, and expected capital spending or operating expenses; risks associated with operations; broader market impacts arising from war (or threatened war) or international hostilities; risks associated with pandemics, including effects on demand for oil and other products transported by tankers and the transportation thereof; and other factors listed from time to time in the Company’s filings with the SEC. Except to the extent required by law, the Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with respect thereto or any change in events, conditions, or circumstances on which any statement is based. You should, however, review the factors and risks the Company describes in the reports it files and furnishes from time to time with the SEC, which can be obtained free of charge on the SEC’s website at www.sec.gov.

 

  15