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6-K 1 ef20058617_6k.htm 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 OF
THE SECURITIES EXCHANGE ACT OF 1934

For the month of November 2025

Commission File Number: 001-42543

ROBIN ENERGY LTD.
(Translation of registrant’s name into English)

223 Christodoulou Chatzipavlou Street, Hawaii Royal Gardens, 3036 Limassol, Cyprus
(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 ☒
  
Form 40-F ☐


INFORMATION CONTAINED IN THIS FORM 6-K REPORT

Attached to this report on Form 6-K as Exhibits 99.1 and 99.2 are the unaudited consolidated interim financial statements and related management’s discussion and analysis of financial condition and results of operations of Robin Energy Ltd. (the “Company”) for the nine months ended September 30, 2025.

The information contained in this report on Form 6-K and Exhibits 99.1 and 99.2 attached hereto are hereby incorporated by reference into the Company’s registration statements on Form F-3 (File Nos. 333-286726 and 333- 288459).


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.

 
ROBIN ENERGY LTD.
Dated: November 13, 2025
    
 
By:
/s/ Petros Panagiotidis
   
Petros Panagiotidis
   
Chairman and Chief Executive Officer


EX-99.1 2 ef20058617_ex99-1.htm EXHIBIT 99.1
Exhibit 99.1

INDEX TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 
Page
F-2
F-3
F-4
F-5
F-6

F-1
ROBIN ENERGY LTD.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
December 31, 2024 and September 30, 2025
(Expressed in U.S. Dollars – except for share data)

         
December 31,
    
September 30,
  
ASSETS
  
Note
    
2024
    
2025
  
CURRENT ASSETS:
                  
Cash and cash equivalents
        
$
369
    
$
2,660,266
  
Due from related parties, current
    
3
      
12,376,064
      
2,247,712
  
Accounts receivable trade
            
416,300
      
577,752
  
Inventories
            
45,595
      
108,720
  
Prepaid expenses and other assets
            
45,612
      
413,778
  
Investment in crypto-assets-Bitcoin
    
8
      
—
      
5,020,168
  
Total current assets
            
12,883,940
      
11,028,396
  
                         
NON-CURRENT ASSETS:
                        
Vessels, net
    
3,5
      
6,875,903
      
39,794,276
  
Due from related parties
    
3
      
388,542
      
388,542
  
Prepaid expenses and other assets, non current
            
357,769
      
357,769
  
Deferred charges, net
    
4
      
1,075,826
      
2,011,958
  
Total non-current assets
            
8,698,040
      
42,552,545
  
Total assets
          
$
21,581,980
    
$
53,580,941
  
                         
LIABILITIES, MEZZANINE EQUITY AND SHAREHOLDERS’ EQUITY
                        
CURRENT LIABILITIES:
                        
Accounts payable
            
156,253
      
637,977
  
Due to related parties, current
            
—
      
393,562
  
Deferred revenue
            
—
      
337,000
  
Accrued liabilities
            
313,905
      
1,143,727
  
Total current liabilities
            
470,158
      
2,512,266
  
                         
NON-CURRENT LIABILITIES:
                        
Total non-current liabilities
            
—
      
—
  
                         
Commitments and contingencies
    
10
                  
                         
MEZZANINE EQUITY:
                        
1.00% Series A fixed rate cumulative perpetual convertible preferred shares: 0 and 2,000,000 shares issued and outstanding as of December 31, 2024, and September 30, 2025, respectively, aggregate liquidation preference of $0 and $50,000,000 as of December 31, 2024 and September 30, 2025, respectively
    
7
      
—
      
25,877,180
  
Total mezzanine equity
            
—
      
25,877,180
  
                         
SHAREHOLDERS’ EQUITY:
                        
Former Net Parent Company investment
          
$
21,111,822
    
$
—
  
Common shares, $0.001 par value; 1,000 and 3,900,000,000 shares authorized; 1,000 and 12,628,731 shares issued; 1,000 and 12,628,731 shares outstanding as of December 31, 2024, and September 30, 2025 respectively
    
6
      
1
      
12,629
  
Preferred shares, $0.001 par value: 0 and 100,000,000 shares authorized; Series B preferred shares: 0 and 40,000 shares issued and outstanding as of December 31, 2024 and September 30, 2025, respectively
    
6
      
—
      
40
  
Additional paid-in capital
            
—
      
25,326,868
  
Due from stockholder
            
(1
)
    
—
  
Accumulated deficit
            
—
      
(148,042
)
Total shareholders’ equity
            
21,111,822
      
25,191,495
  
Total liabilities, mezzanine equity and shareholders’ equity
            
21,581,980
      
53,580,941
  

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

F-2
ROBIN ENERGY LTD.
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the nine months ended September 30, 2024 and 2025
(Expressed in U.S. Dollars – except for share data)

         
Nine months Ended
September 30,
    
Nine months Ended
September 30,
  
   
Note
    
2024
    
2025
  
REVENUES:
                  
Pool revenues
    
12
      
5,460,901
      
5,209,389
  
Time charter revenues
            
—
      
352,074
  
Total vessel revenues
            
5,460,901
      
5,561,463
  
                         
EXPENSES:
                        
Voyage expenses (including $81,678 and $180,116 to related party for the nine months ended September 30, 2024, and 2025, respectively)
    
3,13
      
(215,505
)
    
(571,169
)
Vessel operating expenses
    
13
      
(1,728,404
)
    
(2,014,431
)
Management fees to related parties
    
3
      
(287,630
)
    
(332,451
)
Depreciation and amortization
    
4,5
      
(797,665
)
    
(1,207,164
)
General and administrative expenses (including $120,119 and $427,425 to related party for the nine months ended September 30, 2024, and 2025, respectively)
    
3
      
(1,168,429
)
    
(1,156,632
)
Total expenses
          
$
(4,197,633
)
  
$
(5,281,847
)
                         
Operating income
           $
​1,263,268
    
$
279,616
  
                         
OTHER (EXPENSES)/INCOME:
                        
Finance costs
            
(10,344
)
    
(13,794
)
Interest income
            
—
      
383,597
  
Change in fair value of crypto assets-Bitcoin
            
—
      
20,168
  
Foreign exchange losses
            
(4,510
)
    
(11,078
)
Total other (expenses)/income, net
          
$
(14,854
)
  
$
378,893
  
                         
Net income, before taxes
          
$
1,248,414
    
$
658,509
  
Income taxes
            
—
      
—
  
Net income and comprehensive income
          
$
1,248,414
    
$
658,509
  
Dividend on Series A Preferred Shares
    
3,15
      
—
      
(233,333
)
Net income attributable to common shareholders
          
$
1,248,414
    
$
425,176
  
Earnings per common share, basic
    
11
      
0.52
      
0.10
  
Earnings per common share, diluted
    
11
      
0.06
      
0.03
  
Weighted average number of common shares, Basic
    
11
      
2,386,731
      
4,207,921
  
Weighted average number of common shares, Diluted
    
11
      
20,011,935
      
21,833,125
  

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

F-3
ROBIN ENERGY LTD.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY AND MEZZANINE EQUITY
For the nine months ended September 30, 2024 and 2025
(Expressed in U.S. Dollars – except for share data)

                                                         
Mezzanine
equity
  
   
# of
Series B
Preferred
Shares
    
Par Value
of Preferred
Series B
shares
    
# of Common
shares
    
Par
Value
of
Common
Shares
    
Additional
Paid-in
capital
    
Due
from
Stockholder
    
Former
Parent
Company
Investment
    
Accumulated
deficit
    
Total
Shareholders’
Equity
    
# of
Series A
Preferred
Shares
    
Mezzanine
Equity
  
Balance, December 31, 2023
    
—
      
—
      
—
      
—
      
—
      
—
      
26,882,903
      
—
      
26,882,903
      
—
      
—
  
Net income and comprehensive income
    
—
      
—
      
—
      
—
      
—
      
—
      
1,248,414
      
—
      
1,248,414
      
—
      
—
  
Net decrease in Former Parent Company Investment
    
—
      
—
      
—
      
—
      
—
      
—
      
(7,176,571
)
    
—
      
(7,176,571
)
    
—
      
—
  
Balance, September 30, 2024
    
—
      
—
      
—
      
—
      
—
      
—
    
$
20,954,746
      
—
    
$
20,954,746
      
—
      
—
  
                                                                                         
Balance, December 31, 2024
    
—
      
—
      
1,000
      
1
      
—
      
(1
)
    
21,111,822
      
—
      
21,111,822
      
—
      
—
  
Net income and comprehensive income
    
—
      
—
      
—
      
—
      
—
      
—
      
573,218
      
85,291
      
658,509
      
—
      
—
  
Net increase in Former Parent Company investment
    
—
      
—
      
—
      
—
      
—
      
—
      
329,618
      
—
      
329,618
      
—
      
—
  
Cancellation of common shares due to spin off
    
—
      
—
      
(1,000
)
    
(1
)
    
—
      
1
      
—
      
—
      
—
      
—
      
—
  
Capitalization at spin off, including Issuance of capital and preferred stock, net of costs (Note 6)
    
40,000
      
40
      
2,386,731
      
2,387
      
5,690,499
      
—
      
(22,014,658
)
    
—
      
(16,321,732
)
    
2,000,000
      
25,877,180
  
Issuance of common shares pursuant to registered direct offerings (Note 6)
    
—
      
—
      
10,242,000
      
10,242
      
22,727,911
      
—
      
—
      
—
      
22,738,153
      
—
      
—
  
Dividend on Series A preferred shares (Note 7)
    
—
      
—
      
—
      
—
      
—
      
—
      
—
      
(233,333
)
    
(233,333
)
    
—
      
—
  
Excess of
consideration over
carrying value of
acquired assets
(Note 3)
    
—
      
—
      
—
      
—
      
(3,091,542
)
    
—
      
—
      
—
      
(3,091,542
)
    
—
      
—
  
Balance, September 30, 2025
    
40,000
      
40
      
12,628,731
      
12,629
      
25,326,868
      
—
      
—
      
(148,042
)
    
25,191,495
      
2,000,000
      
25,877,180
  

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

F-4
ROBIN ENERGY LTD.
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the nine months ended September 30, 2024 and 2025
(Expressed in U.S. Dollars)

   
Note
    
Nine months ended
September 30,
2024
    
Nine months ended
September 30,
2025
  
Cash Flows provided by Operating Activities:
                  
Net income
        
$
1,248,414
    
$
658,509
  
Adjustments to reconcile net income to net cash (used in)/provided by Operating activities:
                      
Depreciation and amortization
    
4,5
      
797,665
      
1,207,164
  
Change in fair value of crypto assets-Bitcoin
            
—
      
(20,168
)
Changes in operating assets and liabilities:
                        
Accounts receivable trade
            
314,287
      
(161,452
)
Inventories
            
(25,661
)
    
(63,125
)
Due from related parties
            
6,095,804
      
9,616,885
  
Prepaid expenses and other assets
            
15,134
      
(331,377
)
Accounts payable
            
(232,256
)
    
307,568
  
Accrued liabilities
            
132,336
      
681,998
  
Deferred Revenue
            
—
      
337,000
  
Dry-dock costs paid
            
(1,098,965
)
    
—
  
Net cash provided by Operating Activities
            
7,246,758
      
12,233,002
  
                         
Cash flow used in Investing Activities:
                        
Vessel acquisitions and other vessel improvements
    
5
      
(70,220
)
    
(38,090,000
)
Purchase of crypto assets-Bitcoin
    
8
      
—
      
(5,000,000
)
Net cash used in Investing Activities
            
(70,220
)
    
(43,090,000
)
                         
Cash flows (used in)/provided by Financing Activities:
                        
Net (decrease)/increase in Former Parent Company Investment
            
(7,176,571
)
    
329,618
  
Gross proceeds from issuance of common shares pursuant to registered direct offerings
    
6
      
—
      
25,781,200
  
Common share issuance expenses pursuant to registered direct offerings
            
—
      
(2,823,984
)
Payment of Dividend on Series A Preferred Shares
            
—
      
(126,389
)
Capital contribution from Former Parent Company due to spin off
    
1,6
      
—
      
10,356,450
  
Net cash (used in)/provided by Financing Activities
            
(7,176,571
)
    
33,516,895
  
                         
Net (decrease) / increase in cash and cash equivalents
            
(33
)
    
2,659,897
  
Cash and cash equivalents at the beginning of the period
            
351
      
369
  
Cash and cash equivalents at the end of the period
          
$
318
    
$
2,660,266
  

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

F-5
ROBIN ENERGY LTD.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)

1.         Basis of Presentation and General information:

Robin Energy Ltd. (“Robin”, or the “Company”) was formed on September 24, 2024 as a wholly owned subsidiary of Toro Corp. (“Toro”, or the “Former Parent Company”) under the laws of the Republic of the Marshall Islands. On April 14, 2025 (the “Distribution Date”), Toro completed the Spin-Off of Robin based on the terms approved by the independent disinterested directors of Toro following the recommendation of its special committee of independent disinterested directors. In the Spin-Off, Toro separated its Handysize tanker fleet from its liquefied petroleum gas (“LPG”) carrier fleet by, among other actions, contributing to Robin (i) its interest in the subsidiaries comprising its tanker fleet, Vision Shipping Co., owning one tanker vessel and Xavier Shipping Co. and (ii) $10,356,450 in cash for additional working capital, in exchange for (i) 2,386,731 common shares of Robin, (ii) the issuance to Toro of 2,000,000 1.00% Series A fixed rate cumulative perpetual convertible preferred shares of Robin (the “Series A Preferred Shares”) having a stated amount of $25 per share and a par value of $0.001 per share and (iii) the issuance at par to Pelagos Holdings Corp, a company controlled by Robin’s Chairman and Chief Executive Officer, of 40,000 Series B preferred shares of Toro, par value $0.001 per share (the “Series B Preferred Shares”). Robin’s common shares were distributed on April 14, 2025 pro rata to the shareholders of record of Toro as of April 7, 2025 at a ratio of one Robin common share for every eight Toro common shares. The foregoing transactions are referred to collectively herein as the “Spin-Off”. Robin began trading on the Nasdaq Capital Market (the “Nasdaq”), under the symbol “RBNE”.

In addition, Robin entered into various agreements effecting the separation of its business from Toro including a Contribution and Spin-Off Distribution Agreement entered into by Robin and Toro on April 14, 2025 (the “Contribution and Spin-Off Distribution Agreement”), pursuant to which, among other things, Toro agreed to indemnify Robin and its vessel-owning subsidiaries for any and all obligations and other liabilities arising from or relating to the operation, management or employment of vessels or subsidiaries Toro retained after the Distribution Date and Robin agreed to indemnify Toro for any and all obligations and other liabilities arising from or relating to the operation, management or employment of the vessels contributed to it or its vessel-owning subsidiaries. The Contribution and Spin-Off Distribution Agreement also provided for the settlement or extinguishment of certain liabilities and other obligations between Toro and Robin and provides Toro with certain registration rights relating to Robin’s common shares, if any, issued upon conversion of the Series A Preferred Shares issued to Toro in connection with the Spin-Off. Following the successful completion of the Spin Off on April 14, 2025, Robin reimbursed Toro for expenses related to the Spin-Off that were incurred by Toro, except for any of these expenses that were incurred or paid by any of Robin’s subsidiaries after April 14, 2025.

The Spin-Off has been accounted for as a transfer of business among entities under common control. Accordingly, these accompanying consolidated financial statements of the Company have been presented as if the subsidiaries were consolidated subsidiaries of the Company for all periods presented and using the historical carrying costs of the assets and the liabilities of the subsidiaries listed below, from their dates of incorporation. As a result, the accompanying consolidated financial statements include the accounts of Robin and its wholly owned subsidiaries.

The Company’s vessels are currently engaged in the worldwide transportation of refined petroleum products and liquefied petroleum gas through its vessel-owning subsidiaries.

Castor Ships S.A., a corporation incorporated under the laws of the Republic of the Marshall Islands (“Castor Ships”), is a related party controlled by Petros Panagiotidis, Robin’s Chairman and Chief Executive Officer. Until June 30, 2022, Castor Ships provided only commercial ship management and chartering services to Company’s subsidiaries. With effect from July 1, 2022, Castor Ships provided ship management and chartering services to the vessels owned by the Company’s subsidiaries. Such services are provided through subcontracting agreements with unrelated third-party managers, entered into with the Company’s subsidiaries’ consent, for the Company’s vessels. Castor Ships provided most of the ship management services from June 7, 2023 and September 3, 2025 for M/T Wonder Mimosa and LPG Dream Syrax, respectively and a third-party manager provided certain ship management services through subcontracting agreements to the vessels.

F-6
ROBIN ENERGY LTD.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)
1.         Basis of Presentation and General information: (continued)

The subsidiaries which are included in the Company’s unaudited interim condensed consolidated financial statements for the periods presented are listed below.

Consolidated vessel owning subsidiaries:

Company
 
Country of
incorporation
 
Date of
incorporation
 
Vessel Name
 
DWT
 
Year
Built
 
Delivery date to
Vessel owning
company
1
Vision Shipping Co. (“Vision”)
 
Marshall Islands
 
04/27/2021
 
M/T Wonder Mimosa
 
36,718
 
2006
 
May 31, 2021
2
 Terminator Shipping Co. (“Terminator”)
  
Marshall Islands
  
07/04/2025
  
LPG Dream Syrax
  
5,158
  
2015
  
September 3, 2025
3
 Annataz Shipping Co. (“Annataz”)
  
Marshall Islands
  
09/15/2025
  
LPG Dream Terrax
  
4,743
  
2020
  
September 25, 2025

Consolidated non-vessel owning subsidiaries:

 
Company
Country of incorporation
1
Robin GMD Corp. (“Robin GMD”) (1)
Marshall Islands
2
Xavier Shipping Co. (“Xavier”)(2)
Marshall Islands
3
Robin Digital Assets Ltd (3)
Marshall Islands

(1)
Incorporated under the laws of the Marshall Islands on November 27, 2024, this entity serves as the cash manager of the Company’s subsidiaries with effect from April 14, 2025.
(2)
Incorporated under the laws of the Marshall Islands on April 27, 2021, no longer owns any vessel following the sale of the M/T Wonder Formosa on September 1, 2023, for a gross sale price of $18.0 million and delivery of such vessel to an unaffiliated third-party on November 16, 2023.
(3)
Incorporated under the laws of the Marshall Islands on July 11, 2025.

The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and applicable rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) for interim financial information. Accordingly, they do not include all the information and notes required by U.S. GAAP for complete financial statements. These statements and the accompanying notes should be read in conjunction with the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2024, filed with the SEC on April 15, 2025 (the “2024 Annual Report”).

The accompanying interim condensed consolidated financial statements are unaudited and include all adjustments (consisting of normal recurring adjustments) that management considers necessary for a fair presentation of its condensed consolidated financial position and results of operations for the interim periods presented. The results of operations for the interim periods presented are not necessarily indicative of the results that may be expected for the entire year.

F-7
ROBIN ENERGY LTD.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)

2.         Significant Accounting Policies and Recent Accounting Pronouncements:

A discussion of the Company’s significant accounting policies can be found in the combined-carve out financial statements for the year ended December 31, 2024, included in the Company’s 2024 Annual Report. Apart from the below, there have been no material changes to these policies in the nine-month period ended September 30, 2025.

New significant accounting policies adopted during the nine months ended September 30, 2025

Principles of consolidation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and applicable rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). The consolidated financial statements include the accounts of Robin and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated upon consolidation. Robin, as the holding company, determines whether it has a controlling financial interest in an entity by first evaluating whether the entity is a voting interest entity or a variable interest entity. Under Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC”) 810 “Consolidation”, a voting interest entity is an entity in which the total equity investment at risk is deemed sufficient to absorb the expected losses of the entity, the equity holders have all the characteristics of a controlling financial interest and the legal entity is structured with substantive voting rights. The holding company consolidates voting interest entities in which it owns all, or at least a majority (generally, greater than 50%) of the voting interest. Variable interest entities (“VIE”) are entities, as defined under ASC 810, that in general either have equity investors with non-substantive voting rights or that have equity investors that do not provide sufficient financial resources for the entity to support its activities. The holding company has a controlling financial interest in a VIE and is, therefore, the primary beneficiary of a VIE if it has the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. A VIE should have only one primary beneficiary which is required to consolidate the VIE. A VIE may not have a primary beneficiary if no party meets the criteria described above. The Company evaluates all arrangements that may include a variable interest in an entity to determine if it is the primary beneficiary, and would therefore be required to include assets, liabilities, and operations of a VIE in its consolidated financial statements. The Company has identified it has variable interests in Toro Corp., but is not the primary beneficiary. The Company reconsiders the initial determination of whether an entity is a VIE if certain types of events (“reconsideration events”) occur. If the Company holds a variable interest in an entity that previously was not a VIE, it reconsiders whether the entity has become a VIE. The Company’s maximum exposure to loss as a result of its involvement with this VIE is the Company’s carrying value in this investment.

Earnings per common share

Basic earnings per common share are computed by dividing net income available to common shareholders by the weighted average number of common shares outstanding during the relevant period. Dividends on cumulative redeemable perpetual preferred shares reduce the income available to common shareholders, (whether or not earned). Diluted earnings per common share reflects the potential dilution that could occur if securities or other contracts to issue common shares were exercised or converted at the beginning of the periods presented, or issuance date, if later. Diluted earnings attributable to common shareholders per common share is computed by dividing the net income attributable to common shareholders by the weighted average number of common shares outstanding plus the dilutive effect of convertible securities during the applicable periods. The if converted method is used to compute the dilutive effect of shares which could be issued upon conversion of the convertible preferred shares. For purposes of the if converted calculation, the conversion price of convertible preferred shares is based on the fixed conversion price or on the average market price when the number of shares that may be issued is variable. Potential common shares that have an anti-dilutive effect (i.e. those that increase income per share or decrease loss per share) are excluded from the calculation of diluted earnings per share.

F-8
ROBIN ENERGY LTD.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)
2.         Significant Accounting Policies and Recent Accounting Pronouncements: (continued)

Revenue recognition

The Company currently generates its revenues from time charter contracts and pool arrangements. Under a time charter agreement, a contract is entered into for the use of a vessel for a specific period of time and a specified daily charter hire rate.

Revenues related to time charter contracts

The Company accounts for its time charter contracts as operating leases pursuant to ASC 842 “Leases”. The Company has determined that the non-lease component in its time charter contracts relates to services for the operation of the vessel, which comprise crew, technical and safety services, among others. The Company further elected to adopt the practical expedient that provides it with the discretion to recognize lease revenue as a combined single lease component for all time charter contracts (operating leases) since it determined that the related lease component and non-lease component have the same timing and pattern of transfer and that the predominant component is the lease. The Company qualitatively assessed that more value is ascribed to the use of the asset (i.e., the vessel) rather than to the services provided under the time charter agreements.

Lease revenues are recognized on a straight-line basis over the non-cancellable rental periods of such charter agreements, as rental service is provided, beginning when a vessel is delivered to the charterer until it is redelivered back to the Company, and is recorded as part of vessel revenues in the Company’s statement of comprehensive income. Revenues generated from variable lease payments are recognized in the period when changes in facts and circumstances on which the variable lease payments are based occur. Deferred revenue includes (i) cash received prior to the balance sheet date for which all criteria to recognize as lease revenue have not yet been met as at the balance sheet date and, accordingly, is related to revenue earned after such date and (ii) deferred contract revenue such as deferred ballast compensation earned as part of a lease contract. Lease revenue is shown net of commissions payable directly to charterers under the relevant time charter agreements. Charterers’ commissions represent discount on services rendered by the Company and no identifiable benefit is received in exchange for the consideration provided to the charterer.

Digital Assets (Investment in Crypto Assets – Bitcoin)

The Company accounts for its digital assets, which are comprised solely of bitcoin, as indefinite-lived intangible assets in accordance with Accounting Standards Codification (“ASC”) 350, Intangibles—Goodwill and Other. The Company has ownership of and control over its bitcoin and uses third-party custodial services. In December 2023, FASB issued ASU 2023-08, Intangibles—Goodwill and Other—Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets. ASU 2023-08 requires certain crypto assets to be measured at fair value separately on the balance sheet with gains and losses from changes in the fair value reported as unrealized gains or losses in the consolidated statement of income (loss) and comprehensive income (loss) for each reporting period. ASU 2023-08 also enhances the other intangible asset disclosure requirements by requiring the name, cost basis, fair value, and number of units for each significant crypto asset holding. In conjunction with the acquisition of digital assets during the nine months ended September 30, 2025, the Company adopted and applied ASU-2023-08 henceforth.

The Company’s digital assets are initially recorded at cost, net of any transaction costs or fees, and are subsequently measured at fair value as of each reporting period. The Company tracks its cost basis of digital assets in accordance with the first-in-first-out method. The Company determines the fair value of its digital assets in accordance with ASC 820, Fair Value Measurement, based on quoted prices in its principal market for Bitcoin (Level 1). Crypto assets are generally valued using prices as reported on reputable and liquid exchanges based on the quoted end-of-day price provided by such exchanges as of the date and time of determination. Changes in fair value are recognized as incurred in the Company’s consolidated statement of comprehensive income, as “Change in fair value of crypto assets-Bitcoin”.

F-9
ROBIN ENERGY LTD.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)
2.         Significant Accounting Policies and Recent Accounting Pronouncements: (continued)

Transactions Between Entities Under Common Control

Transfers of assets, liabilities, or operations between entities under common control are accounted for in accordance with ASC 805-50 Business Combinations – Related Issues. The receiving (acquiring) entity recognizes the assets and liabilities transferred at their historical carrying amounts as recorded by the transferring entity at the date of transfer. No gain or loss is recognized in the statement of operations as a result of such transactions. Any difference between the consideration transferred and the historical carrying amounts of the net assets received is recognized as an adjustment to equity.

Recent Accounting Pronouncements:

There are no recent accounting pronouncements the adoption of which is expected to have a material effect on the Company’s unaudited interim consolidated condensed financial statements in the current period.

3.         Transactions with Related Parties:

(a)   Castor Ships:

From the date of the delivery of Company’s vessels and until June 30, 2022, Castor Ships provided the vessel-owning Company’s subsidiaries with commercial ship management, chartering and administrative services, including, but not limited to, securing employment for the vessels, arranging and supervising the vessels’ commercial functions, handling all vessel sale and purchase transactions, undertaking related shipping project and management advisory and support services, as well as other associated services requested from time to time by such Company’s subsidiaries (the “Ship Management Agreements”). In exchange for these services, the relevant Company’s subsidiaries each paid Castor Ships (i) a daily fee of $250 per vessel for the provision of the services under the Ship Management Agreements, (ii) a commission of 1.25% on all charter agreements arranged by Castor Ships and (iii) a commission of 1% on each vessel sale and purchase transaction.
Effective July 1, 2022, Castor Maritime Inc. (“Castor”), the parent company of Toro before the completion of the spin off of Toro from Castor on March 7, 2023, along with its subsidiaries entered into an amended and restated master management agreement with Castor Ships (as amended or supplemented from time to time, the “Castor’s Amended and Restated Master Management Agreement”). Under such agreement, Castor Ships agreed to provide the Company with a broad range of management services such as crew management, technical management, operational employment management, insurance management, provisioning, bunkering, accounting and audit support services, commercial, chartering and administrative services, including, but not limited to, securing employment for the Company’s fleet, arranging and supervising the vessels’ commercial operations, providing technical assistance where requested in connection with the sale of a vessel, negotiating loan and credit terms for new financing upon request and providing cybersecurity and general corporate and administrative services, among other matters, which it may choose to subcontract to other parties at its discretion. Castor Ships generally is not liable to the Company for any loss, damage, delay, or expense incurred during the provision of the foregoing services, except insofar as such events arise from Castor Ships or its employees’ fraud, gross negligence, or willful misconduct (for which our recovery will be limited to two times the Flat Management Fee, as defined below).

F-10
ROBIN ENERGY LTD.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)
3.         Transactions with Related Parties: (continued)

Until March 7, 2023, in exchange for these services, the Company paid Castor Ships (i) a flat quarterly management fee for the management and administration of their business (the “Flat Management Fee”) in the amount of $0.75 million, (ii) a commission of 1.25% on all gross income received from the operation of their vessels, and (iii) a commission of 1% on each consummated sale and purchase transaction. In addition, each of the Company’s subsidiaries paid Castor Ships a daily fee of $975 per vessel for the provision of commercial and technical ship management services provided under the ship management agreements (the “Ship Management Fee”). The Ship Management Fee and Flat Management Fee were adjusted annually for inflation on each anniversary of the effective date of the Castor’s Amended and Restated Master Management Agreement. The Company’s subsidiaries will also reimburse Castor Ships for extraordinary fees and costs, such as the costs of extraordinary repairs, maintenance, or structural changes to their vessels. On March 7, 2023, Toro and its subsidiaries entered into a master management agreement with Castor Ships with respect to its vessels in substantially the same form as Castor’s Amended and Restated Master Management Agreement (as amended or supplemented from time to time, the “Toro’s Amended and Restated Master Management Agreement”). The Ship Management Fee and Flat Management Fee are adjusted annually for inflation on the 1st of July of each year in accordance with the terms of the Toro’s Amended and Restated Master Management Agreement and (i) the Ship Management Fee increased from $975 per vessel per day to $1,039 per vessel per day and the Flat Management Fee increased from $0.75 million to $0.8 million effective July 1, 2023 and (ii) the Ship Management Fee increased from $1,039 per vessel per day to $1,071 per vessel per day and the Flat Management Fee increased from $0.8 million to $0.82 million effective July 1, 2024. In addition to the Ship Management Fee and Flat Management Fee, effective July 1, 2024, Castor Ships charges and collects (i) a chartering commission for and on behalf of Castor Ships and/or on behalf of any third-party broker(s) involved in the trading of its vessel, on all gross income received by its shipowning subsidiary arising out of or in connection with the operation of its vessel for distribution among Castor Ships and any third-party broker(s), which, when calculated together with any address commission that any charterer of its vessel is entitled to receive, will not exceed the aggregate rate of 6.25% on the vessel’s gross income and (ii) a sale and purchase brokerage commission at the rate of 1% on each consummated transaction applicable to the total consideration of acquiring or selling: (a) a vessel or (b) the shares of a ship owning entity owning vessel(s) or (c) shares and/or other securities with an aggregate purchase or sale value, as the case may be, of an amount equal to, or in excess of, $10,000,000 issued by an entity engaged in the maritime industry. The Toro’s Amended and Restated Master Management Agreement has a term of eight years from its effective date and this term automatically renews for a successive eight-year term on each anniversary of the effective date, starting from the first anniversary of its effective date, unless the agreements are terminated earlier in accordance with the provisions contained therein, in which case the payment of a termination fee equal to seven times the total amount of the Flat Management Fee calculated on an annual basis may be due in certain circumstances.

F-11
ROBIN ENERGY LTD.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)

3.         Transactions with Related Parties: (continued)

As part of the Spin-Off, Robin entered into a master management agreement with Castor Ships with respect to its vessels in largely the same form as Toro’s Amended and Restated Master Management Agreement including (i) the flat quarterly management fee for the management and administration of Robin’s business in the amount of $0.2 million and (ii) the charge and collection of a capital raising commission at the rate of 1% on all gross proceeds per consummated transaction raised by the Company in the capital and debt markets. In exchange for the management services, effective July 1, 2025, Castor Ships charges and collects (i) a chartering commission for and on behalf of Castor Ships and/or on behalf of any third-party broker(s) involved in the trading of the Company’s vessels, on all gross income received by the Company’s shipowning subsidiaries arising out of or in connection with the operation of the Company’s vessels for distribution among Castor Ships and any third-party broker(s), which, when calculated together with any address commission that any charterer of any of the Company’s vessels is entitled to receive, will not exceed the aggregate rate of 6.25% on each vessel’s gross income, (ii) a sale and purchase brokerage commission at the rate of 1% on each consummated transaction applicable to the total consideration of acquiring or selling: (a) a vessel (secondhand or newbuilt),  or (b) the shares of a ship owning entity owning vessel(s) or (c) shares and/or other securities (including equity, debt and loan instruments), and (iii) a capital raising commission at the rate of 1% on all gross proceeds of each capital raising transaction completed by the Company including, without limitation, any equity, debt or loan transactions, operating leasing transactions, stand-alone derivative and/or swap agreements, other financing arrangements of a similar nature or any refinancing or restructuring thereof.

As of December 31, 2022, in accordance with the provisions of the Castor’s Amended and Restated Master Management Agreement, Castor Ships had subcontracted to a third-party ship management company the technical management of all the Company’s vessels. Castor Ships pays, at its own expense, the third-party technical management company a fee for the services it has subcontracted to such company without any additional cost to Toro. In accordance with the provisions of the Toro’s Amended and Restated Master Management Agreement, Castor Ships has provided the technical management of M/T Wonder Mimosa since June 7, 2023. In accordance with the provisions of Robin’s Master Management Agreement, dated April 14, 2025, Castor Ships has provided the technical management of LPG Dream Syrax since September 3, 2025.

During the nine months ended September 30, 2024 and 2025, the Company’s subsidiaries were charged the following fees and commissions by Castor Ships (i) management fees amounting to $287,630 and $332,451, respectively, (ii) charter hire commissions amounting to $81,678 and $180,116, respectively and (iii) sale and purchase commissions amounting to $0 and $190,000 (due to the acquisitions of the vessels LPG Dream Terrax and LPG Dream Syrax (Note 5) in the nine months ended September 30, 2025, which are included in ‘Vessels, net’ in the accompanying unaudited condensed consolidated balance sheet), respectively. During the nine months ended September 30, 2024 and 2025, the Company was charged capital raising commissions by Castor Ships amounting to $0 and $257,812, respectively (Note 6).

In addition, until April 14, 2025, part of the general and administrative expenses incurred by Toro has been allocated on a pro rata basis within ‘General and administrative expenses’ of the Company based on the proportion of the number of ownership days of the Company’s subsidiaries’ vessels to the total ownership days of Toro’s fleet. These expenses consisted mainly of administration costs charged by Castor Ships, investor relations, legal, audit and consultancy fees and stock based compensation cost. For further details of the allocation, please refer to the combined carve-out financial statements and related notes included elsewhere in the 2024 Annual report. During the nine months ended September 30, 2024, and the period from January 1 through April 14, 2025, the above mentioned administration fees charged by Castor Ships to Toro that were allocated to the Company amounted to $120,119 and $50,757, respectively and are included in ‘General and administrative expenses’ in the accompanying unaudited interim condensed consolidated statements of comprehensive income. For the period from April 14 through September 30, 2025, the Company recognized as pro rata allocation of days of Flat Management Fee in the amount of $376,668 which is included in ‘General and administrative expenses’ in the accompanying unaudited interim condensed consolidated statements of comprehensive income. As a result, in the nine months ended September 30, 2025 and in the same period of 2024, the aggregate amount of $427,425 and the amount of $120,119, respectively, are included in ‘General and administrative expenses’ in the accompanying unaudited interim condensed consolidated statements of comprehensive income.

F-12
ROBIN ENERGY LTD.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)

3.         Transactions with Related Parties: (continued)

The Master Management Agreement also provides for advance funding equal to two months of vessel daily operating costs to be deposited with Castor Ships as a working capital guarantee, refundable in case a vessel is no longer under Castor Ship’s management. As of September 30, 2025, the working capital guarantee advances to Castor Ships amounted to $388,542, which are presented in ‘Due from related parties, non-current’ in the accompanying unaudited condensed consolidated balance sheets. As of September 30, 2025, working capital guarantee deposits relating to third-party managers and operating expense payments made on behalf of the Company in excess of amounts advanced amounted to $2,247,712 which are included in ‘Due from related parties, current’ in the accompanying unaudited condensed consolidated balance sheets.

(b)   Former Parent Company:

In connection with the Spin-Off as discussed in Note 1, on April 14, 2025, Robin issued 2,000,000 1.00% Series A Preferred Shares to Toro having a stated amount of $25 per share and a par value of $0.001 per share (Note 7). The amount of accrued dividend on Series A Preferred Shares due to Toro as of September 30, 2025 was $106,944 and is presented net in ‘Due to related parties, current’ in the accompanying unaudited condensed consolidated balance sheet.
As of September 30, 2025, the outstanding expenses, related to the Spin-Off and other expenses that were incurred by Toro, to be reimbursed by the Company amounted to $286,618 and are presented in ‘Due to related parties, current’, in the accompanying unaudited condensed consolidated balance sheet.

(c)   Vessel acquisitions:

On July 10, 2025, the Company entered into an agreement with a wholly owned subsidiary of Toro, for the acquisition of the LPG Dream Syrax, at a price of $18.0 million and was delivered on September 3, 2025.

On September 16, 2025, the Company entered into an agreement with a wholly owned subsidiary of Toro, for the acquisition of the LPG Dream Terrax, at a price of $20.0 million and was delivered to the Company on September 25, 2025.

The terms of the transactions were approved by the board of directors of Robin and Toro at the recommendation of their respective special committees of disinterested and independent directors.

Both entities are controlled by the same controlling shareholder, Mr. Panagiotidis, and accordingly the transaction is considered to be between entities under common control. The transactions were accounted for as a transfer of assets between entities under common control in accordance with ASC 805-50, “Business Combinations – Related Issues.” As such, the vessels and their dry docking related amounts (Notes 4 and 5), were recognized by the Company at the historical carrying amount recorded by Toro as of the date of transfer, which was $34,871,669. No gain or loss was recognized in the statement of operations as a result of the transactions. The difference between the consideration paid and the historical carrying amount of the vessels, amounting to $3,091,542, was presented as ‘Excess of consideration over carrying value of acquired assets’ in the accompanying unaudited condensed consolidated statements of Shareholders’ equity and Mezzanine equity.

Depreciation of the vessels will continue prospectively on the same basis as applied by Toro prior to the transfer, using the straight-line method over the vessel’s remaining estimated useful life.

F-13
Amortization of deferred dry-docking costs of the vessels will continue prospectively on the same basis as applied by Toro prior to the transfer, using the straight-line method over the period through the date the next survey is scheduled to become due.

ROBIN ENERGY LTD.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)

4.         Deferred Charges, net:

The movement in deferred charges net, which represents deferred dry-docking costs, in the accompanying unaudited condensed consolidated balance sheets is as follows:

   
Dry-docking costs
  
Balance December 31, 2024
  
$
1,075,826
  
Additions (Note 3c)
    
1,624,527
  
Amortization
    
(688,395
)
Balance September 30, 2025
  
$
2,011,958
  

5.          Vessels, net:

The amounts in the accompanying unaudited condensed consolidated balance sheets are analyzed as follows:
   
Vessel Cost
    
Accumulated
depreciation
    
Net Book Value
  
Balance December 31, 2024
  
$
8,912,839
    
$
(2,036,936
)
  
$
6,875,903
  
Acquisitions, improvements, and other vessel costs
    
33,437,142
      
—
      
33,437,142
  
Depreciation
    
—
      
(518,769
)
    
(518,769
)
Balance September 30, 2025
  
$
42,349,981
    
$
(2,555,705
)
  
$
39,794,276
  

Vessel Acquisitions and other Capital Expenditures:

On July 10, 2025, the Company entered into an agreement with a wholly owned subsidiary of Toro, for the acquisition of the LPG Dream Syrax, at a price of $18.0 million and was delivered on September 3, 2025. For further details refer to Note 3c.

On September 16, 2025, the Company entered into an agreement with a wholly owned subsidiary of Toro, for the acquisition of the LPG Dream Terrax, at a price of $20.0 million and was delivered to the Company on September 25, 2025. For further details refer to Note 3c.
As a result of the acquisition of LPG Dream Syrax and LPG Dream Terrax, management has determined that, with effect from the third quarter of 2025, the Company operates in two reportable segments: (i) the tanker segment and (ii) the LPG carrier segment.

The Company reviewed its vessels for impairment and  no indication of impairment was identified, as the fair value was in excess of carrying value on September 30, 2025.

F-14
ROBIN ENERGY LTD.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)

6.         Equity Capital Structure:

Under Robin’s initial Articles of Incorporation dated September 24, 2024, Robin’s authorized capital stock consisted of 1,000 shares par value $0.001 per share. On April 7, 2025, the Company’s articles of incorporation were amended and restated and Robin’s authorized capital stock was increased to 3,900,000,000 common shares, par value $0.001 per share and 100,000,000 preferred shares, par value $0.001 per share. In connection with the Spin-Off (Note 1), on April 14, 2025, Toro contributed to Robin $10,356,450 in cash for additional working capital and Robin (i) issued to Toro 2,386,731 common shares with one vote per share, and 2,000,000 Series A Preferred Shares, with a stated value of $25 and par value of $0.001 per share, and no voting power (Note 7), and (ii) issued to Pelagos Holdings Corp, a company controlled by Robin’s Chairman and Chief Executive Officer, 40,000 Series B Preferred Shares. Such common shares were distributed on April 14, 2025 pro rata to the shareholders of record of Toro as of April 7, 2025 at a ratio of one Robin common share for every eight Toro common shares. Refer to Note 1 for further details on the Spin-Off and issuance of such shares.

Each Series B Preferred Share has the voting power of 100,000 common shares and counts for 100,000 votes for purposes of determining quorum at a meeting of shareholders. Upon any liquidation, dissolution or winding up of the Company, the Series B Preferred shares shall have the same liquidation rights as and pari passu with the common shares up to their par value of $0.001 per share and, thereafter, the Series B Preferred Shares have no right to participate further in the liquidation, dissolution or winding up of the Company.

Registered Direct Equity Offerings

On June 17, 2025, the Company issued and sold 965,000 common shares to certain institutional investors at an offering price of $5.25 per share in a registered direct offering. In connection with this registered direct equity offering, the Company received gross and net cash proceeds of approximately $5.1 million and $4.2 million, respectively.

On June 18, 2025, the Company issued and sold 860,000 common shares to certain institutional investors at an offering price of $5.25 per share in a registered direct offering. In connection with this registered direct equity offering, the Company received gross and net cash proceeds of approximately $4.5 million and $4.1 million, respectively.

On June 20, 2025, the Company issued and sold 763,000 common shares to certain institutional investors at an offering price of $5.25 per share in a registered direct offering. In connection with this registered direct equity offering, the Company received gross and net cash proceeds of approximately $4.0 million and $3.6 million, respectively.
On June 25, 2025, the Company issued and sold 1,020,000 common shares to certain institutional investors at an offering price of $3.50 per share in a registered direct offering. In connection with this registered direct equity offering, the Company received gross and net cash proceeds of approximately $3.6 million and $3.2 million, respectively.

On September 12, 2025, the Company issued and sold 5,769,230 common shares at an offering price of $1.30 per share in an underwritten public offering. In connection with this offering, the underwriter partially exercised its overallotment option and purchased an additional 864,770 shares of the Company’s common stock at a public offering price of $1.30 per share for additional gross proceeds of approximately $1.1 million. In connection with this equity offering, including the partial exercise of the overallotment option, the Company received aggregate gross and net cash proceeds of approximately $8.6 million and $7.7 million, respectively.

As of September 30, 2025, Robin had 12,628,731 common shares issued and outstanding.

F-15
ROBIN ENERGY LTD.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)

7.         Mezzanine equity:

Series A Preferred Shares

The Company issued as part of the Spin-Off to Toro 2,000,000 Series A Preferred Shares with par value of $0.001 and a stated value of $25 each. The Series A Preferred Shares have the following characteristics:

Holders of the Series A Preferred Shares do not have any voting rights except for a right to elect directors in the event of nonpayment of dividends and a vote or consent of the holders of at least two thirds of the Series A Preferred Shares at the time outstanding, voting together with any other series of preferred shares that would be adversely affected in substantially the same manner and entitled to vote as a single class in proportion to their respective stated amounts, given in person or by proxy, either in writing without a meeting or by vote at any meeting called for the purpose, for effecting or validating: (i) any amendment, alteration or repeal of any provision of our Articles of Incorporation or Bylaws that would alter or change the voting powers, preferences or special rights of the Series A Preferred Shares so as to affect them adversely; (ii) the issuance of dividend parity stock if the accrued dividends on all outstanding Series A Preferred Shares through and including the most recently completed dividend period have not been paid or declared and a sum sufficient for the payment thereof has been set aside for payment; (iii) any amendment or alteration of the Articles of Incorporation to authorize or create, or increase the authorized amount of, any shares of any class or series or any securities convertible into shares of any class or series of our capital stock ranking prior to Series A in the payment of dividends or in the distribution of assets on any liquidation, dissolution or winding up of the Company; or (iv) any consummation of (x) a binding share exchange or reclassification involving the Series A Preferred Shares, (y) a merger or consolidation of the Company with another entity (whether or not a corporation), or (z) a conversion, transfer, domestication or continuance of the Company into another entity or an entity organized under the laws of another jurisdiction, unless in each case (A) the Series A Preferred Shares remain outstanding or, in the case of any such merger or consolidation with respect to which we are not the surviving or resulting entity, or any such conversion, transfer, domestication or continuance, the Series A Preferred Shares are converted into or exchanged for preference securities of the surviving or resulting entity or its ultimate parent, and (B) such shares remaining outstanding or such preference securities, as the case may be, have such rights, preferences, privileges and voting powers, and limitations and restrictions, and limitations and restrictions thereof, taken as a whole, as are not materially less favorable to the holders thereof than the rights, preferences, privileges and voting powers, and restrictions and limitations thereof, of the Series A Preferred Shares immediately prior to such consummation, taken as a whole.

The Company may, at its option redeem the Series A Preferred Shares in whole or in part, at any time if thirty percent or less of the Series A Preferred Shares remain outstanding, at a cash redemption price equal to the stated amount, together with an amount equal to all accrued dividends to, but excluding, the redemption date.

Holders of Series A Preferred Shares shall be entitled to receive, when, as and if declared by the Company’s board of directors, but only out of funds legally available therefor, cumulative cash dividends at 1.00% per annum of the stated amount and no more, or, at our election, additional shares of this Series issued to holders in lieu of cash dividends (“PIK Shares”) for each outstanding Series A Preferred Share equal to the Annual Rate divided by the stated amount, payable quarterly in arrears on the 15th day of each January, April, July and October, respectively, in each year, beginning on April 15, 2025.

F-16
ROBIN ENERGY LTD.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)

7.         Mezzanine equity: (continued)

The Series A Preferred Shares are convertible, at their holder’s option, to common shares at any time and from time to time from and after the second anniversary of April 14, 2025. The conversion price for any conversion of the Series A Preferred Shares shall be the lower of (i) 200% of the volume-weighted average price (“VWAP”) of our common shares over the five consecutive trading day period commencing on and including April 14, 2025, and (ii) the VWAP of our common shares over the five consecutive trading day period expiring on the trading day immediately prior to the date of delivery of written notice of the conversion.

In the event of any liquidation, dissolution or winding up of the affairs of the Company, whether voluntary or involuntary, before any distribution or payment out of the Company’s assets may be made to or set aside for the holders of any junior stock, holders of Series A Preferred Shares will be entitled to receive out of our assets legally available for distribution to our shareholders an amount equal to the stated amount per share of $25, together with an amount equal to all accrued dividends to the date of payment whether or not earned or declared.

The Series A Preferred Shares have been classified in Mezzanine equity as per ASC 480-10-S99 “Distinguishing liabilities from Equity – SEC Materials” as they are in essence redeemable at the option of the holder as Mr. Panagiotidis, the Chief Executive Officer and controlling shareholder of Toro and Robin, who can effectively determine the timing of the redemption of the Series A Preferred Shares.

As of September 30, 2025, the net value of the Series A Preferred Shares (the “Mezzanine Equity”) amounted to $25,877,180 comprising the fair value measurement of the Series A Preferred Shares on initial recognition based on a third party valuation of $25,942,180, less issuance costs of $65,000 and is separately presented as ‘Mezzanine Equity’ in the accompanying consolidated balance sheet. As the Series A Preferred Shares are not considered probable of becoming redeemable, due to the specific threshold (as described above) and absence of a mandatory redemption date or obligation, no subsequent adjustment of the amount presented in Mezzanine equity is required as per ASC 480-10-S99. During the nine months ended September 30, 2025, the Company paid to Toro a dividend amounting to $126,389 on the Series A Preferred Shares for the period from April 14, 2025 to July 14, 2025. The accrued amount for the period from July 15, 2025 to September 30, 2025 (included in the dividend period ended October 14, 2025) amounted to $106,944.

8. Investment in crypto-assets-Bitcoin

On September 9, 2025, the Company completed allocations in the aggregate amount of $5.0 million to Bitcoin, as a primary treasury reserve asset, to be executed through a measured, institutional-grade implementation approach. The above allocation comes as part of the newly adopted comprehensive Bitcoin treasury framework, announced on July 31, 2025, targeting up to 50% of its long-term cash reserves, with any potential purchases beyond the initial allocation to be deployed to Bitcoin through disciplined dollar-cost averaging.

In accordance with ASC Topic 820, Fair Value Measurement, the Company measures the fair value (through Level 1 inputs) of its Bitcoin based on the quoted end-of-day price on the measurement date for a single bitcoin from Anchorage Digital Bank N.A, the first and only federally chartered digital asset bank falling within the SEC legal definition of a qualified custodian under Rule 206(4)-2 of the Investment Advisers Act. The following table sets forth the units held, cost basis, and the fair value of its investments in crypto assets, as shown on the unaudited condensed consolidated balance sheets as of September 30, 2025:

   
Units
    
Cost basis
    
Fair value
  
Investment in crypto-assets:
                  
Bitcoin
    
44.006
    
$
5,000,000
    
$
5,020,168
  
Total
    
44.006
    
$
5,000,000
    
$
5,020,168
  

F-17
The following table presents a reconciliation of the fair value of the Company’s investment in crypto assets- Bitcoin for the nine months ended September 30, 2025:

   
Investment in crypto-assets-Bitcoin
  
Balance December 31, 2024
  
$
—
  
Additions
    
5,000,000
  
Unrealized gain from the change in fair value of crypto assets - Bitcoin
  
20,168
  
Balance September 30, 2025
  
$
5,020,168
  

ROBIN ENERGY LTD.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)

8. Investment in crypto-assets-Bitcoin: (Continued)

Bitcoin is included in current assets in the unaudited condensed consolidated balance sheets due to the Company’s ability to sell them in a highly liquid marketplace and its intent to liquidate its bitcoin to support operations when needed.

9. Financial Instruments and Fair Value Disclosures:

The principal financial assets of the Company consist of cash at banks, trade accounts receivable, amounts due from related parties, and investments in crypto assets - Bitcoin. The principal financial liabilities of the Company consist of trade accounts payable, accrued liabilities and amounts due to related parties.
The following methods and assumptions were used to estimate the fair value of each class of financial instruments:


 •
Cash and cash equivalents, accounts receivable trade, amounts due from/to related parties,  accounts payable and accrued liabilities: The carrying values reported in the unaudited condensed consolidated balance sheets for those financial instruments are reasonable estimates of their fair values due to their short-term maturity nature. Cash and cash equivalents are considered Level 1 items as they represent liquid assets with short term maturities.


•
Investments in crypto assets – Bitcoin: The carrying value reported in the accompanying unaudited condensed consolidated balance sheets for this financial instrument represents its fair value and is considered Level 1 item of the fair value hierarchy, as it is determined though quoted prices in an active market.


•
Concentration of credit risk: Financial instruments, which potentially subject the Company to significant concentrations of credit risk, consist principally of cash and cash equivalents, due from related parties and trade accounts receivable. The Company places its cash and cash equivalents, consisting mostly of deposits, with high credit qualified financial institutions. The Company performs periodic evaluations of the relative credit standing of the financial institutions in which it places its deposits. The Company limits its credit risk with accounts receivable by performing ongoing credit evaluations of its customers’ financial condition.

F-18
ROBIN ENERGY LTD.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)

10.         Commitments and Contingencies:

Various claims, lawsuits, and complaints, including those involving government regulations and product liability, arise in the ordinary course of the shipping business. In addition, losses may arise from disputes with pool operators, agents, insurance and other claims with suppliers relating to the operations of the Company’s vessels. Currently, management is not aware of any such claims or contingent liabilities, which should be disclosed, or for which a provision should be established in the accompanying unaudited interim condensed consolidated financial statements.

The Company accrues for the cost of environmental liabilities when management becomes aware that a liability is probable and is able to reasonably estimate the probable exposure. As of the date of these unaudited interim condensed consolidated financial statements, management was not aware of any such claims or contingent liabilities that should be disclosed or for which a provision should be established in the accompanying unaudited interim condensed consolidated financial statements. The Company is covered for liabilities associated with the vessels’ actions to the maximum limits as provided by Protection and Indemnity (“P&I”) Clubs, members of the International Group of P&I Clubs.

Commitments under long-term lease contracts
The following table sets forth the future minimum contracted lease payments to the Company (gross of charterers’ commissions), based on the Company’s vessels’ commitments to non-cancelable time charter contracts as of September 30, 2025. Non-cancelable time charter contracts include fixed-rate time charters.

Twelve-month period ending September 30,
  
Amount
  
2026
  
$
2,647,565
  
Total
  
$
2,647,565
  

11.       Earnings Per Common Share:

The computation of earnings per share is based on the weighted average number of common shares outstanding during that period and gives retroactive effect to the shares issued in connection with the Spin-Off.

The Company calculates earnings per common share by dividing net income available to common shareholders by the weighted average number of common shares outstanding during the relevant period.

Diluted earnings per common share, if applicable, reflects the potential dilution that could occur if potentially dilutive instruments were exercised, resulting in the issuance of additional shares that would then share in the Company’s net income. The computation of diluted earnings per share reflects the potential dilution from conversion of outstanding Series A Preferred Shares (Note 7) calculated with the “if converted” method by using the average closing market price over the reporting period from April 14, 2025 to September 30, 2025. The components of the calculation of basic and diluted earnings per common share in each of the periods comprising the accompanying unaudited interim condensed consolidated statements of comprehensive income are as follows:

F-19
ROBIN ENERGY LTD.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)

11.       Earnings Per Common Share: (continued)

   
Nine months ended
September 30,
    
Nine months ended
September 30,
  
   
2024
    
2025
  
Net income and comprehensive income
  
$
1,248,414
    
$
658,509
  
Dividend on Series A Preferred Shares
    
—
      
(233,333
)
Net income attributable to common shareholders, basic
  
$
1,248,414
    
$
425,176
  
Dividend on Series A Preferred Shares
    
—
      
233,333
  
Net income attributable to common shareholders, diluted
  
$
1,248,414
    
$
658,509
  
                 
Weighted average number of common shares outstanding, basic
    
2,386,731
      
4,207,921
  
Effect of dilutive shares
    
17,469,247
      
17,469,247
  
Weighted average number of common shares outstanding, diluted
    
19,855,978
      
21,677,168
  
Earnings per common share, basic
  
$
0.52
    
$
0.10
  
Earnings per common share, diluted
  
$
0.06
    
$
0.03
  

12.        Vessel Revenues:

The following table includes the vessel revenues earned by the Company for the nine months ended September 30, 2024 and 2025, as presented in the accompanying unaudited interim condensed consolidated statements of comprehensive income:
   
Nine months ended
September 30,
    
Nine months ended
September 30,
  
   
2024
    
2025
  
Pool revenues
    
5,460,901
      
5,209,389
  
Time charter revenues
    
—
      
352,074
  
Total Vessel Revenues
  
$
5,460,901
    
$
5,561,463
  

The Company generates its revenues from pool arrangements and time charters for the nine-month period ended September 30, 2025.

The main objective of a pool is to enter into arrangements for the employment and operation of the pool vessels, so as to secure for the pool participants the highest commercially available earnings per vessel on the basis of pooling the revenue and expenses of the pool vessels and dividing it between the pool participants based on the terms of the pool agreement. The Company typically enters into a pool arrangement for a minimum period of six months, subject to certain rights of suspension and/or early termination.

The Company typically enters into time charters ranging from three months to twelve months, and, in isolated cases, for longer terms, depending on market conditions. The charterer has the full discretion over the ports visited, shipping routes and vessel speed, subject to the owner’s protective restrictions set forth in the agreed charterparty’s terms. Time charter agreements may have extension options that range over certain time periods, which are usually periods of months. The time charter party generally provides, among others, typical warranties regarding the speed and the performance of the vessel as well as owner protective restrictions such that the vessel is sent only to safe ports by the charterer, subject always to compliance with applicable sanction laws and war risks, and carries only lawful and non-hazardous cargo.

F-20
ROBIN ENERGY LTD.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)

13.       Vessel Operating and Voyage Expenses:

The amounts in the accompanying unaudited interim condensed consolidated statements of comprehensive income are analyzed as follows:
   
Nine months ended
September 30,
    
Nine months ended
September 30,
  
Voyage expenses
  
2024
    
2025
  
Brokerage commissions
    
—
      
7,041
  
Brokerage commissions- related party
    
81,678
      
180,116
  
Port & other expenses
    
133,827
      
378,800
  
Bunkers consumption
    
—
      
5,212
  
Total Voyage expenses
  
$
215,505
    
$
571,169
  

   
Nine months ended
September 30,
    
Nine months ended
September 30,
  
Vessel Operating Expenses
  
2024
    
2025
  
Crew & crew related costs
    
1,080,729
      
1,227,652
  
Repairs & maintenance, spares, stores, classification, chemicals & gases, paints, victualling
    
356,588
      
419,246
  
Lubricants
    
70,461
      
54,546
  
Insurance
    
92,218
      
99,597
  
Tonnage taxes
    
22,359
      
23,852
  
Other
    
106,049
      
189,538
  
Total Vessel operating expenses
  
$
1,728,404
    
$
2,014,431
  


14.       Segment Information:

The reportable segment reflects the internal organization of the Company and the way the chief operating decision maker (“CODM”), who is the Chief Executive Officer of the Company, reviews the operating results and allocates capital within the Company. The CODM assesses segment performance using key financial measures, including revenues, operating expenses, segment operating income and net income. These metrics help the CODM assess segment profitability, optimize fleet deployment, control costs and determine capital allocation. Based on these segment performance trends, the CODM makes resource allocation decisions such as adjusting chartering strategies, prioritizing fleet expansion or disposals, and optimizing cost efficiencies to enhance profitability and overall segment performance.
As a result of the acquisition of LPG Dream Syrax and LPG Dream Terrax, management has determined that, with effect from the third quarter of 2025, the Company operates in two reportable segments: (i) the tanker segment and (ii) the LPG carrier segment.

The table below presents information about the Company’s reportable segment for the nine months ended September 30, 2024, and 2025. The accounting policies followed in the preparation of the reportable segment are the same as those followed in the preparation of the Company’s unaudited interim consolidated financial statements. Segment results are evaluated based on income from operations.

F-21
ROBIN ENERGY LTD.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)

14.       Segment Information: (continued)


   
Nine months ended September 30, 2024
    
Nine months ended September 30, 2025
  
   
Tanker
segment
    
Total
    
Tanker
segment
    
LPG carrier
segment
    
Total
  
Pool revenues
    
5,460,901
      
5,460,901
      
5,209,389
      
—
      
5,209,389
  
Time charter revenues
  
$
—
    
$
—
    
$
—
    
$
352,074
    
$
352,074
  
Total vessel revenues
  
$
5,460,901
    
$
5,460,901
    
$
5,209,389
    
$
352,074
    
$
5,561,463
  
Voyage expenses (including charges
from related parties)
    
(215,505
)
    
(215,505
)
    
(547,421
)
    
(23,748
)
    
(571,169
)
Vessel operating expenses
    
(1,728,404
)
    
(1,728,404
)
    
(1,853,183
)
    
(161,248
)
    
(2,014,431
)
Management fees to related parties
    
(287,630
)
    
(287,630
)
    
(295,051
)
    
(37,400
)
    
(332,451
)
Depreciation and amortization
    
(797,665
)
    
(797,665
)
    
(1,100,422
)
    
(106,742
)
    
(1,207,164
)
Segments operating income/(loss)
  
$
2,431,697
    
$
2,431,697
    
$
1,437,062
    
$
(814
)
  
$
1,436,248
  
Finance costs
            
(10,344
)
                    
(13,794
)
Interest income
            
—
                      
383,597
  
Change in fair value of crypto assets-
Bitcoin
            
—
                      
20,168
  
Foreign exchange losses
            
(4,510
)
                    
(11,078
)
Less: Unallocated corporate general
and administrative expenses
(including related parties)
            
(1,168,429
)
                    
(1,156,632
)
Net income and comprehensive
income, before taxes
          
$
1,248,414
                    
$
658,509
  

A reconciliation of total segment assets to total assets presented in the accompanying unaudited condensed consolidated balance sheets of December 31, 2024, and September 30, 2025, is as follows:

   
As of December 31,
2024
    
As of September 30,
2025
  
Tanker segment
    
21,581,980
      
9,167,241
  
LPG carrier segment
    
—
      
37,183,923
  
Cash and cash equivalents(1)
    
—
      
2,317,978
  
Prepaid expenses and other assets(1)
    
—
      
4,911,799
  
Total assets
  
$
21,581,980
    
$
53,580,941
  

(1)
Refers to assets of other, non-vessel owning, entities included in the unaudited interim condensed consolidated financial statements.

F-22
ROBIN ENERGY LTD.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)

15.       Subsequent Events:

(a)  Dividend on Series A Preferred Shares:  On October 15, 2025, the Company paid to Toro a dividend amounting to $125,000 on the Series A Preferred Shares for the dividend period from July 15, 2025 to October 14, 2025.

(b) October’s Registered Direct Equity Offering: On October 27, 2025, the Company issued and sold 1,400,000 common shares and 5,140,000 pre-funded warrants to a certain institutional investor at an offering price of $1.07 per share and an offering price of $1.069 per pre-funded warrant in a registered direct offering. In connection with this registered direct equity offering, the Company received gross and net cash proceeds of approximately $7.0 million and $6.3 million, respectively.


F-23
EX-99.2 3 ef20058617_ex99-2.htm EXHIBIT 99.2
Exhibit 99.2

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following is a discussion of the financial condition and results of operations of Robin Energy Ltd. (“Robin”) for the nine month periods ended September 30, 2024, and September 30, 2025. Unless otherwise specified herein, references to the “Company”, “we”, “our” and “us” or similar terms shall include Robin and its wholly owned subsidiaries. You should read the following discussion and analysis together with the unaudited interim condensed consolidated financial statements and related notes included elsewhere in this report. Amounts relating to percentage variations in period-on-period comparisons shown in this section are derived from those unaudited interim condensed consolidated financial statements. The following discussion contains forward-looking statements that reflect our future plans, estimates, beliefs and expected performance. These forward-looking statements are dependent upon events, risks and uncertainties that may be outside our control which could cause actual results, cash flows, financial positions, events or conditions to differ materially from those currently anticipated and expressed or implied by such forward-looking statements. For a more complete discussion of these risks and uncertainties, please read the sections entitled “Cautionary Statement Regarding Forward-Looking Statements” and “Item 3. Key Information—D. Risk Factors” in our Annual Report on Form 20-F for the year ended December 31, 2024 (the “2024 Annual Report”), which was filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 15, 2025. For additional information relating to our management’s discussion and analysis of financial conditions and results of operations, please see our 2024 Annual Report. Unless otherwise defined herein, capitalized terms and expressions used herein shall have the same meanings ascribed to them in the 2024 Annual Report.

Business Overview and Fleet Information

We are an international ship-owning company providing energy transportation services globally that was incorporated under the laws of the Republic of the Marshall Islands in September 2024 by Toro Corp. (“Toro”) to serve as the holding company of Toro’s former tanker owning subsidiary, Vision Shipping Co. and Xavier Shipping Co. (formerly owning the M/T Wonder Formosa) in connection with the spin-off of Toro’s tanker business into an independent, publicly traded company (the “Spin-Off”). The Spin-Off was completed on April 14, 2025, on which date we began to trade as an independent publicly listed company. For further information regarding the Spin-Off, refer to the 2024 Annual Report.

We currently own, charter and operate an oceangoing tanker and two LPG carrier vessels and provide worldwide seaborne transportation services for refined petroleum products and liquefied petroleum gas (“LPG”).

As of November 12, 2025, we operated one tanker vessel, which engages in the worldwide transportation of refined petroleum products, and two 5,000 cbm LPG carriers, which transport liquefied petroleum gas, with an aggregate cargo carrying capacity of 0.5 million dwt and an average age of 11.8 years (together, our “Fleet”). As a result of the different characteristics of the transport of oil products (carried by a tanker vessel), to the transport of LPG (carried by a LPG carrier) as well as the differences in the nature of trade, trading routes, charterers and cargo handling of liquefied petroleum gas compared to crude oil and other oil products, we have determined that, effective the third quarter of 2025, we currently operate in two reportable segments: (i) the tanker segment and (ii) the LPG carrier segment.

Our Fleet is currently contracted to operate in a mix of pool and time charter employment. Our commercial strategy primarily focuses on deploying our fleet under a mix of pools, voyage charters and time charters according to our assessment of market conditions. We adjust the mix of these charters to take advantage of the relatively stable cash flows and high utilization rates for our vessels associated with period time charters, to profit from attractive trip charter rates during periods of strong charter market conditions associated with voyage charters or to take advantage of high utilization rates for our vessels along with exposure to attractive charter rates during periods of strong charter market conditions when employing our vessels in pools.

1
With effect from July 1, 2022, Castor Ships S.A. (“Castor Ships”), a related party, provides ship management and chartering services to the vessels through subcontracting agreements with unrelated third-party managers. Castor Ships provided most of the ship management services from June 7, 2023 and September 3, 2025 for M/T Wonder Mimosa and LPG Dream Syrax, respectively, and a third-party manager provided certain ship management services through subcontracting agreements to the vessels.

The following table summarizes key information about our Fleet as of November 12, 2025:

Fleet vessels:

Vessel Name
  
Capacity
(dwt)
    
Year
Built
  
Country of
Construction
​
Type of
Charter
  
Gross
Charter
Rate
    
Estimated
Earliest Charter
Expiration
    
Estimated
Latest
Charter
Expiration
  
Tanker Segment
                
​
                    
M/T Wonder Mimosa
    
36,718
      
2006
  
S. Korea
​
Tanker Pool(1)
  
N/A
    
N/A
    
N/A
  
                                         
LPG Carrier Segment
                                        
LPG Dream Syrax
    
5,158
      
2015
  
Japan
  
Period
Time Charter (2)
  
$337,000
per month (until December 2025),
$353,000 (from January 2026)
    
February 2026
    
March 2026
  
LPG Dream Terrax
    
4,743
      
2020
  
Japan
  
Period
Time Charter (3)
  
$345,000
per month (until February 2026),
$353,000 (from March 2026
    
December 2026
    
January 2027
  

(1)
The vessel is currently participating in an unaffiliated tanker pool specializing in the employment of Handysize tanker vessels.
(2)
The vessel was delivered to us on September 3, 2025. The vessel has been fixed by the previous owner under a time charter period contract, which continues under our ownership, starting from May 18, 2025 until January 1, 2026, at $337,000 per month. On October 9, 2025, it was mutually agreed between us and the charterer that a new time charter period contract will commence from January 1, 2026 until March 1, 2026 (plus or minus seven days in charterer’s option), and the rate would be increased to $353,000 per month.
(3)
The vessel was delivered to us on September 25, 2025. The vessel has been fixed by the previous owner under a time charter period contract, which continues under our ownership, of seven months starting from August 2025, at $345,000 per month. On October 9, 2025, it was mutually agreed between us and the charterer that a new time charter period contract will commence from March 1, 2026 until January 1, 2027 (plus or minus seven days in charterer’s option), and the rate would be increased to $353,000 per month.

Recent Developments

Please refer to Note 15 to our unaudited interim condensed consolidated financial statements for developments that took place after September 30, 2025.

2
Operating Results

Principal factors impacting our business, results of operations and financial condition

Our results of operations are affected by numerous factors. The principal factors that have impacted the business during the fiscal periods presented in the following discussion and analysis and that are likely to continue to impact our business are the following:


 •
The levels of demand and supply of seaborne cargoes and vessel tonnage in the product tanker and LPG carrier shipping industries in which we operate;


•
The cyclical nature of the shipping industry in general and its impact on charter and freight rates and vessel values;


•
The successful implementation of a growth business strategy, including the ability to obtain equity and debt financing at acceptable and attractive terms to fund future capital expenditures and/or to implement this business strategy and the size and composition of our fleet resulting from our vessel acquisitions and disposals;


•
The global economic growth outlook and trends;


•
Economic, regulatory, political and governmental conditions that affect shipping and the tanker/LPG shipping industry, including international conflict or war (or threatened war), such as between Russia and Ukraine and in the Middle East, tariffs and other protectionist measures, such as port fees, imposed or threatened by the United States, China and other countries, and acts of piracy or maritime aggression;


•
The employment and operation of our fleet including the utilization rates of our vessels;


•
The ability to successfully employ our vessels at economically attractive rates and the strategic decisions regarding the employment mix of our fleet in the voyage, time charter and pool markets, as our charters expire or are otherwise terminated;


•
Management of the operational, financial, general and administrative elements involved in the conduct of our business and ownership of our fleet, including the effective and efficient management of our fleet by our manager and its sub-managers, and their suppliers;


•
The number of charterers and pool operators who use our services and the performance of their obligations under their agreements, including their ability to make timely payments to us;


•
The ability to maintain solid working relationships with our existing charterer and pool operator and our ability to increase the number of our charterers through the development of new working relationships;

3

 •
The vetting approvals by oil majors and the Chemical Distribution Institute (CDI) for the vessels managed by our manager and/or sub-managers;


•
Dry-docking and special survey costs and duration, both expected and unexpected;


•
Our borrowing levels and the finance costs related to any outstanding debt we may incur as well as our compliance with covenants in any financing arrangement we enter into;


•
Management of our financial resources, including banking relationships and of the relationships with our various stakeholders;


•
Major outbreaks of diseases and governmental responses thereto; and


•
The level of any distribution on all classes of our shares.

These factors are volatile and in certain cases may not be within our control. Accordingly, past performance is not necessarily indicative of future performance, and it is difficult to predict future performance with any degree of certainty. See also “Item 3. Key Information—D. Risk Factors” in our 2024 Annual Report and “Management’s Discussion and Analysis of Financial Condition and Results of Operations-Risk Factors” in our Report on Form 6-K filed with the SEC on October 1, 2025 and the section entitled “—Risk Factors” in this report.

Employment and operation of our fleet

A significant factor that impacts our profitability, in addition to the size and composition of our fleet, is the employment and operation of our fleet. The profitable employment of our fleet is highly dependent on the levels of demand and supply in the  shipping industries in which we operate, our commercial strategy including the decisions regarding the employment mix of our fleet among time and voyage charters and pool arrangements, as well as our manager’s and sub-managers’ ability to leverage our relationships with existing or potential customers. As a new entrant to the tankers and LPG carriers’ business, our customer base is currently concentrated to one charterer and one pool manager. In the nine months ended September 30, 2025, 94% of our revenues were earned from the pool arrangement entered into with a pool manager relating to our tanker vessel, and 6% of our revenues were earned on time charters entered into with one charterer relating to our LPG carriers. The breadth of our customer base has and will continue to impact the profitability of our business. Further, the effective operation of our fleet mainly requires regular maintenance and repair, effective crew selection and training, ongoing supply of our fleet with the spares and the stores that it requires, contingency response planning, auditing of our vessels’ onboard safety procedures, arrangements for our vessels’ insurance, chartering of the vessels, training of onboard and on shore personnel with respect to the vessels’ security and security response plans (ISPS), obtaining of ISM certifications, compliance with environmental regulations and standards and performing the necessary audit for the vessels within the year of taking over a vessel and the ongoing performance monitoring of the vessels.

Financial, general and administrative management

The management of financial, general and administrative elements involved in the conduct of our business and ownership of our vessels requires us to manage our financial resources, which includes managing banking relationships, administrating our bank accounts, managing our accounting system, records and financial reporting, monitoring and ensuring compliance with the legal and regulatory requirements affecting our business and assets and managing our relationships with our service providers and customers.

4
Important Measures and Definitions for Analyzing Results of Operations

Our management uses the following metrics to evaluate our operating results, including our operating results at the segment level, and to allocate capital accordingly:

Total vessel revenues. Total vessel revenues are generated from pool arrangements and time charters and may be employed under voyage charters in the future. Total vessel revenues are affected by the number of vessels in our fleet, hire and freight rates and the number of days a vessel operates which, in turn, are affected by several factors, including the amount of time that we spend positioning our vessels, the amount of time that our vessels spends in dry-dock undergoing repairs, maintenance and upgrade work, the age, condition and specifications of our vessels, and levels of supply and demand in the seaborne transportation market.

Voyage expenses. Our voyage expenses primarily consist of bunker expenses, port and canal expenses, costs of European Union Allowances (“EUAs”),  and brokerage commissions paid in connection with the chartering of our vessels. Voyage expenses are incurred primarily during voyage charters or when the vessel is repositioning or unemployed. Bunker expenses, port and canal dues increase in periods during which vessels are employed on voyage charters because these expenses are in this case borne by us. Under a time charter, the charterer pays substantially all the vessel voyage related expenses. Under pooling arrangements, voyage expenses are borne by the pool operator. Gain/loss on bunkers may also arise where the cost of the bunker fuel sold to the new charterer is greater or less than the cost of the bunker fuel acquired.

Operating expenses. We are responsible for vessel operating costs, which include crewing, expenses for repairs and maintenance, the cost of insurance, tonnage taxes, the cost of spares and consumable stores, lubricating oils costs, communication expenses, and other expenses. Expenses for repairs and maintenance tend to fluctuate from period to period because most repairs and maintenance typically occur during periodic dry-docking. Our ability to control our vessels’ operating expenses also affects our financial results. Daily vessel operating expenses are calculated by dividing fleet operating expenses by the Ownership Days for the relevant period.

Management fees. Management fees include fees paid to related parties providing certain ship management services to our vessels pursuant to the ship management agreement with Castor Ships.

Off-hire. Off-hire is the period our fleet is unable to perform the services for which it is required under a charter for reasons such as scheduled repairs, vessel upgrades, dry-dockings or special or intermediate surveys or other unforeseen events.

Dry-docking/Special Surveys. We periodically dry-dock and/or perform special surveys on our fleet for inspection, repairs and maintenance and any modifications to comply with industry certification or governmental requirements. Our ability to control our dry-docking and special survey expenses and our ability to complete our scheduled dry-dockings and/or special surveys on time also affects our financial results. Dry-docking and special survey costs are accounted for under the deferral method whereby the actual costs incurred are deferred and are amortized on a straight-line basis over the period through the date the next survey is scheduled to become due.

Ownership Days. Ownership Days are the total number of calendar days in a period during which we owned a vessel. Ownership Days are an indicator of the size of our fleet over a period and determine both the level of revenues and expenses recorded during that specific period.

Available Days. Available Days are the Ownership Days in a period less the aggregate number of days our vessels are off-hire due to scheduled repairs, dry-dockings or special or intermediate surveys. The shipping industry uses Available Days to measure the aggregate number of days in a period during which vessels are available to generate revenues. Our calculation of Available Days may not be comparable to that reported by other companies.

5
Operating Days. Operating Days are the Available Days in a period after subtracting unscheduled off-hire and idle days.

Fleet Utilization. Fleet Utilization is calculated by dividing the Operating Days during a period by the number of Available Days during that period. Fleet Utilization is used to measure a company’s ability to efficiently find suitable employment for its vessels and minimize the number of days that its vessels are off-hire for reasons such as major repairs, vessel upgrades, dry-dockings or special or intermediate surveys and other unforeseen events.

Daily Time Charter Equivalent (“TCE”) Rate. See Appendix A for a description of the Daily TCE Rate.

Results of Operations

Consolidated Results of Operations

Nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024

   
Nine months ended
September 30, 2024
    
Nine months ended
September 30, 2025
    
Change - Amount
  
Total vessel revenues
  
$
5,460,901
    
$
5,561,463
    
$
100,562
  
Expenses:
                        
Voyage expenses (including commissions to related party)
    
(215,505
)
    
(571,169
)
    
(355,664
)
Vessel operating expenses
    
(1,728,404
)
    
(2,014,431
)
    
(286,027
)
Management fees to related parties
    
(287,630
)
    
(332,451
)
    
(44,821
)
Depreciation and amortization
    
(797,665
)
    
(1,207,164
)
    
(409,499
)
General and administrative expenses (including costs from related parties)
    
(1,168,429
)
    
(1,156,632
)
    
11,797
  
Operating income
    
1,263,268
      
279,616
      
(983,652
)
Interest and finance costs, net(1)
    
(10,344
)
    
369,803
      
380,147
  
Other (expenses)/income(2)
    
(4,510
)
    
9,090
      
13,600
  
Net income and comprehensive income
    
1,248,414
      
658,509
      
(589,905
)

(1)
Includes interest and finance costs, net of interest income, if any.
(2)
Includes aggregated amounts for foreign exchange losses and change in fair value of crypto assets-Bitcoin, as applicable in each period.

Total vessel revenues

Total vessel revenues, net of charterers’ commissions for our Fleet increased to $5.6 million in the nine months ended September 30, 2025, from $5.5 million in the same period in 2024. This increase of $0.1 million was mainly associated with the increase in the Available Days of our Fleet to 304 days in the nine months ended September 30, 2025, from 234 days in the corresponding period in 2024, as the result of the acquisition of (i) LPG Dream Syrax on September 3, 2025 and (ii) LPG Dream Terrax on September 25, 2025, as offset in part by the lower hire rates of our tanker vessel in the nine months ended September 30, 2025 compared to the same period in 2024. During the nine months ended September 30, 2025, our fleet earned on average a Daily TCE Rate of $16,415, compared to an average Daily TCE Rate of $22,416 earned during the same period in 2024. Daily TCE Rate is not a recognized measure under U.S. GAAP. Please refer to Appendix A for the definition and reconciliation of this measure to the most directly comparable financial measure calculated and presented in accordance with U.S. GAAP.

6
Voyage expenses

The increase in voyage expenses to $0.6 million for our Fleet in the nine months ended September 30, 2025, from $0.2 million compared to the same period in 2024, was mainly a result of the increase by $0.3 million in port and other expenses.

Vessel Operating Expenses

The increase in operating expenses for our Fleet by $0.3 million to $2.0 million in the nine months ended September 30, 2025, from $1.7 million in the corresponding period of 2024, mainly reflects the increase in the Ownership Days of our Fleet to 306 days in the nine months ended September 30, 2025, from 274 days in the corresponding period in 2024, as the result of the acquisitions as discussed above.

Management Fees

The increase in management fees to $0.33 million in the nine months ended September 30, 2025, from $0.29 million in the same period in 2024, mainly reflects (i) the entry into new management agreements with Castor Ships for our two LPG carriers, effective from their respective acquisition dates and (ii) the increased management fees due to an inflation-based adjustment that was effected on July 1, 2025, following our entry into the master management agreement with Castor Ships with effect from April 14, 2025.

Depreciation and Amortization

The increase in depreciation expenses for our Fleet increased to $0.5 million in the nine months ended September 30, 2025, from $0.4 million  in the same period in 2024, mainly reflects the increase in the Ownership Days of our Fleet in the nine months ended September 30, 2025, compared to the same period in  2024. Dry-dock amortization charges in the nine months ended September 30, 2025, amounted to $0.7 million, compared to a charge of $0.4 million in the nine months ended September 30, 2024. This increase is mainly related to the amortization of the M/T Wonder Mimosa, which initiated and completed its scheduled dry-dock and special survey in the second and third quarters of 2024, respectively.

General and Administrative Expenses

General and administrative expenses amounted to $1.2 million in both the nine months ended September 30, 2025, and in the same period in 2024. For the nine months ended September 30, 2024, and for the period from January 1 through April 14, 2025 (completion of Spin-Off), General and administrative expenses reflect the expense allocations made to the Company by Toro. These expenses consisted mainly of administration costs charged by Castor Ships, investor relations, legal, audit and consultancy fees and stock-based compensation cost. For further details of the allocation, please refer to the combined carve-out financial statements and related notes included elsewhere in the 2024 Annual Report.

Nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024—Tanker Segment

   
Nine months ended
September 30, 2024
    
Nine months ended
September 30, 2025
    
Change - Amount
  
Total vessel revenues
  
$
5,460,901
    
$
5,209,389
    
$
(251,512
)
Expenses:
                        
Voyage expenses (including commissions to related party)
    
(215,505
)
    
(547,421
)
    
(331,916
)
Vessel operating expenses
    
(1,728,404
)
    
(1,853,183
)
    
(124,779
)
Management fees to related parties
    
(287,630
)
    
(295,051
)
    
(7,421
)
Depreciation and amortization
    
(797,665
)
    
(1,100,422
)
    
(302,757
)
Segment Operating income
  
​ 2,431,697
      
1,413,312
      
(1,018,385
)

7
Total vessel revenues

Total vessel revenues, net of charterers’ commissions for our tanker vessel decreased to $5.2 million in the nine months ended September 30, 2025, from $5.5 million in the same period in 2024. This decrease of $0.3 million was mainly associated with the lower hire rates of our tanker vessel in the nine months ended September 30, 2025 compared to the same period in 2024. During the nine months ended September 30, 2025, our tanker vessel earned on average a Daily TCE Rate of $17,077, compared to an average Daily TCE Rate of $22,416 earned during the same period in 2024. Daily TCE Rate is not a recognized measure under U.S. GAAP. Please refer to Appendix A for the definition and reconciliation of this measure to the most directly comparable financial measure calculated and presented in accordance with U.S. GAAP.

Voyage expenses

The increase in voyage expenses to $0.5 million for our tanker vessel in the nine months ended September 30, 2025, from $0.2 million compared to the same period in 2024, mainly reflects the increase by $0.2 million in port and other expenses.

Vessel Operating Expenses

The increase in operating expenses for our tanker vessel by $0.1 million to $1.8 million in the nine months ended September 30, 2025, from $1.7 million in the corresponding period of 2024, mainly reflects the increase in classification expenses in the nine months ended September 30, 2025, as compared to the same period in 2024, due to the change of vessel’s class.

Management Fees

The increase in management fees to $0.30 million in the nine months ended September 30, 2025, from $0.29 million in the same period in 2024, mainly reflects the increased management fees due to an inflation-based adjustment that was effected on July 1, 2025, following our entry into the master management agreement with Castor Ships with effect from April 14, 2025.

Depreciation and Amortization

Depreciation expenses for our tanker vessel amounted to $0.4 million in both the nine months ended September 30, 2025, and in the same period in 2024. Dry-dock amortization charges in the nine months ended September 30, 2025, amounted to $0.7 million, compared to a charge of $0.4 million in the nine months ended September 30, 2024. This increase is related to the amortization of the M/T Wonder Mimosa, which initiated and completed its scheduled dry-dock and special survey in the second and third quarters of 2024, respectively.

8
Nine months ended September 30, 2025— LPG Carrier Segment

We entered the LPG carrier shipping business in the third quarter of 2025 and, accordingly, no comparative financial information exists for the nine months ended September 30, 2024.

​
  
Nine months ended
September 30, 2025
  
Total vessel revenues
  
$
352,074
  
Expenses:
        
Voyage expenses (including commissions to related party)
    
(23,748
)
Vessel operating expenses
    
(161,248
)
Management fees to related parties
    
(37,400
)
Depreciation and amortization
    
(106,742
)
Segment Operating income
  
$
22,936
  

Total Vessel revenues

Total vessel revenues for our LPG carrier segment amounted to $0.4 million in the nine months ended September 30, 2025. During the nine months ended September 30, 2025, we owned on average 0.1 LPG carriers that earned a Daily TCE Rate of $10,591. Daily TCE Rate is not a recognized measure under U.S. GAAP. Please refer to Appendix A for the definition and reconciliation of this measure to Total vessel revenues, the most directly comparable financial measure calculated and presented in accordance with U.S. GAAP. During the period in which we owned them, both our LPG carriers were engaged in time charters.

Voyage Expenses

Voyage expenses for our LPG carrier segment amounted to $0.02 million in the nine months ended September 30, 2025, mainly comprised of bunkers’ consumption costs and brokerage commissions.

Vessel Operating Expenses

Operating expenses for our LPG carrier segment amounted to $0.2 million in the nine months ended September 30, 2025, and mainly comprised crew costs and repairs and maintenance costs.

Management Fees

Management fees for our LPG carrier segment amounted to $0.04 million in the nine months ended September 30, 2024.

Depreciation and Amortization

Depreciation expenses amounted to $0.1 million in the nine months ended September 30, 2025. Dry-dock amortization charges in the nine months ended September 30, 2025, amounted to $0.01 million.
 
Liquidity and Capital Resources

We operate in a capital-intensive industry, and we expect to finance the purchase of additional vessels and other capital expenditures through a combination of cash from operations, proceeds from equity offerings, and borrowings from debt transactions. Our current liquidity requirements relate to working capital (which includes maintaining the quality of our vessels and complying with international shipping standards and environmental laws and regulations). In accordance with our business strategy, other liquidity needs may relate to funding potential investments in new vessels and maintaining cash reserves against fluctuations in operating cash flows. Our funding and treasury activities are intended to maximize investment returns while maintaining appropriate liquidity.

For the nine months ended September 30, 2025, our principal sources of funds were cash from operations, the contribution by Toro, as part of the Spin-Off, to us of $10.4 million of cash for additional working capital and the gross proceeds from our registered equity offerings of $25.8 million.

9
As of September 30, 2025, and December 31, 2024, we had cash and cash equivalents of $2.7 million and $369, respectively. Cash and cash equivalents are primarily held in U.S. dollars.

On September  9, 2025, we completed allocations in the aggregate amount of $5 million to Bitcoin, as a primary treasury reserve asset, to be executed through a measured, institutional-grade implementation approach. The above allocation comes as part of the newly adopted comprehensive Bitcoin treasury framework, announced on July 31, 2025, targeting up to 50% of its long-term cash reserves, with any potential purchases beyond the initial allocation to be deployed to Bitcoin through disciplined dollar-cost averaging.

Working capital is equal to current assets minus current liabilities. As of September 30, 2025 and December 31, 2024 we had a working capital surplus of $8.5 million and $12.4 million, respectively.

On October 27, 2025, we issued and sold 1,400,000 common shares and 5,140,000 pre-funded warrants to a certain institutional investor at an offering price of $1.07 per share and an offering price of $1.069 per pre-funded warrant in a registered direct offering. In connection with this registered direct equity offering, we received gross and net cash proceeds of approximately $7.0 million and $6.3 million, respectively.

We believe that our current sources of funds and those that we anticipate to internally generate for a period of at least the next twelve months from September 30, 2025, will be sufficient to fund the operations of our fleet and meet our normal working capital requirements for that period.

Our medium- and long-term liquidity requirements relate to the funding of cash dividends on our Series A Preferred Shares, when declared, and the expenditures for the operation and maintenance of our vessels. Sources of funding for our medium- and long-term liquidity requirements include cash flows from operations or new equity or debt financing, if required.

As noted above, we expect future equity offerings, and possibly other issuances of our common shares, preferred shares or other securities, which may dilute our common shareholders if issued at lower prices than the price they acquired their shares, as well as possibly bank borrowings, to be a significant component of the financing for our fleet growth plan.

From time to time and depending upon market conditions, we may consider various capital raising alternatives to finance the strategic growth and diversification of our fleet. Any such capital raising transactions may be at the Robin Energy Ltd. or subsidiary level, to which interests in certain vessels in our fleet and rights to receive related cash flows would be transferred, as well as other capital raising alternatives available to us at that particular time. In addition, we may elect to sell one or more of our vessels or vessel-owning subsidiaries, conduct a spinoff of such vessels or subsidiaries, or contribute such vessels or vessel-owning subsidiaries to a joint venture, master limited partnership or other entity. Any such transfer may reduce our asset base and our rights to cash flows related to the transferred assets. If we contribute assets to a joint venture or master limited partnership, the joint venture or master limited partnership may be owned by or issue equity securities to public or private investors, thereby reducing our percentage interest in such assets and in the related cash flows.

10
Cash Flows

The following table summarizes our net cash flows provided by/(used in) operating, investing and financing activities for the nine months ended September 30, 2025 and the nine months ended September 30, 2024:

   
For the
nine months ended
    
For the
nine months ended
  
   
September 30,
2024
    
September 30,
2025
  
Net cash provided by operating activities
  
$
7,246,758
    
$
12,233,002
  
Net cash used in investing activities
    
(70,220
)
    
(43,090,000
)
Net cash (used in)/provided by financing activities
    
(7,176,571
)
    
33,516,895
  

Operating Activities: Net cash provided by operating activities amounted to $12.2 million for the nine months ended September 30, 2025, consisting of net income of $0.7 million, non-cash adjustments related to depreciation and amortization of $1.2 million and a net decrease of $10.3 million in working capital which mainly derived from a decrease in ‘Due from related parties’ by $9.6 million mainly due to the return of $12.1 million from Toro’s treasury manager to Company’s subsidiaries which was receivable by the Company on demand from the Toro’s cashflow. Net cash provided by operating activities amounted to $7.2 million for the nine months ended September 30, 2024, consisting of net income of $1.2 million, non-cash adjustments related to depreciation and amortization of $0.8 million, a payment of dry-dock costs of $1.1 million as the M/T Wonder Mimosa initiated and completed its scheduled drydocking repairs and a net decrease of $6.3 million in working capital which mainly derived from (i) a decrease in ‘Due from related parties’ by $6.1 million mainly due to the return of $8.3 million from the Toro’s treasury manager to Company’s subsidiaries for a dividend distribution to Toro and (ii) a decrease in accounts receivable trade, net by $0.3 million.

Investing Activities: Net cash used in investing activities in the nine months ended September 30, 2025 amounting to $43.1 million, relates to (i) vessel acquisitions of LPG Dream Syrax and LPG Dream Terrax amounting to $38.1 million and (ii) cash allocations in the aggregate amount of $5 million to Bitcoin. Net cash used in investing activities in the nine months ended September 30, 2024 amounting to $0.1 million, relates to payments of ballast water treatment system (“BWTS”) installation and vessel improvement expenses.

Financing Activities: Net cash provided by financing activities during the nine months ended September 30, 2025 amounting to $33.5 million, mainly relates to (i) the contribution by Toro to Robin in the amount of $10.4 million in cash for additional working capital in connection with the  Spin-Off and (ii) the aggregate gross proceeds less paid issuance expenses from registered direct equity offerings amounting to $23.0 million. Net cash used in financing activities during the nine months ended September 30, 2024 amounting to $7.2 million, relates to a net decrease in net parent investment mainly due to dividends to Toro company amounting to $8.3 million as result of the sale of M/T Wonder Formosa.

Net cash contributions from Toro to Robin are accounted for through the ‘Net parent investment account’. Amounts due from Toro mainly relates to funds transferred to the Treasury manager of Toro in order to facilitate the management of Company’s subsidiaries’ cash surpluses and organize more efficiently its expenditure payments. The abovementioned amounts are receivable by the Company on demand from the Toro’s cashflow, which we demanded and received on April 14, 2025.

Critical Accounting Estimates

Critical accounting estimates are those estimates made in accordance with generally accepted accounting principles 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 prepare our financial statements in accordance with U.S. GAAP. On a regular basis, management reviews the accounting policies, assumptions, estimates and judgments to ensure that our financial statements are presented fairly and in accordance with U.S. GAAP. However, because future events and their effects cannot be determined with certainty, actual results could differ from our assumptions and estimates, and such differences could be material. For more details on our Critical Accounting Estimates, please read “Item 5. Operating and Financial Review and Prospects—E. Critical Accounting Estimates” in our 2024 Annual Report. For a description of our significant accounting policies, please read Note 2 to our unaudited interim condensed consolidated financial statements, “Item 18. Financial Statements” in our 2024 Annual Report and more precisely “Note 2. Summary of Significant Accounting Policies” of our combined carve-out financial statements included in our 2024 Annual Report.

11
Risk Factors

The following should be read in conjunction with the risk factors previously disclosed in our Annual Report on Form 20-F for the fiscal year ended December 31, 2024 filed with the SEC on April 15, 2025 and in our Report on Form 6-K filed with the SEC on October 1, 2025.

Trade protectionism, including in the form of tariffs, could significantly adversely affect global economic conditions, global trade volume and the demand for seaborne transportation of refined petroleum products and LPG.

 In April 2025, the United States imposed blanket 10% tariffs on virtually all imports to the U.S. and significantly higher tariffs applicable to imports from many countries, including tariffs aggregating over 100% on imports from China, plus tariffs on specific goods which have resulted in other countries imposing additional tariffs on imports from the U.S., including substantial additional tariffs on imports from the U.S., announced by China, and is likely to continue to result in more retaliatory tariffs. On April 9, 2025, the U.S. announced a temporary pause on its tariffs applicable to many countries, while increasing the tariffs applicable to imports from China, with the U.S. subsequently announcing the imposition of substantial tariffs, well in excess of the blanket 10% tariff threshold previously announced, on numerous countries and specific goods effective from August 2025. The new U.S. administration has threatened to continue to broadly impose tariffs, which could lead to corresponding punitive actions by the countries with which the U.S. trades.

In April 2025, the U.S. also announced that it would impose additional port fees, which became effective from October 14, 2025, requiring Chinese shipping companies to pay up to $1 million per port call and those operating Chinese-built vessels to be charged up to $1.5 million per U.S. port call, depending on the percentage of vessels in their fleet built at Chinese shipyards or newbuilding orders with Chinese shipyards.  On October 10, 2025, China announced port fees, effective October 14, 2025, on vessels built in the U.S., flying the U.S. flag or owned or operated by U.S. enterprises, other organizations, or individuals, including those in which U.S. enterprises, other organizations, or individuals directly or indirectly hold 25% or more of the equity (voting rights or board seats), in the following amounts: per voyage: (1) from October 14, 2025: RMB 400 per net ton; (2) from April 17, 2026: RMB 640 per net ton; (3) from April 17, 2027: RMB 880 per net ton; and (4) from April 17, 2028: RMB 1,120 per net ton. The U.S. and Chinese fees are charged up to five times per year, per vessel. On October 30, 2025, the U.S. and China each announces that these port fees would be suspended for a one-year period. It is unknown the effect that these port fees, the implementation of which remains unclear, will have on us and our fleet or our industry generally.

These policy pronouncements have created significant uncertainty about the future relationship between the United States and China, Canada, Mexico, the EU and other exporting countries, including with respect to trade policies, treaties, government regulations and tariffs, and has led to concerns regarding the potential for an extended trade war. While the ultimate impact such protectionist developments, or the perception they may occur, will have on our industry and us is currently unknown, such developments may have a material adverse effect on global economic conditions, and may significantly reduce global trade, which could adversely and materially affect charter rates for our vessels to the extent we are seeking employment for our vessels and our business, results of operations, and financial condition Daily TCE Rate.

12
APPENDIX A

Non-GAAP Financial Information

The Daily Time Charter Equivalent Rate (“Daily TCE Rate”), is a measure of the average daily revenue performance of a vessel. The Daily TCE Rate is not a measure of financial performance under U.S. GAAP (i.e., it is a non-GAAP measure) and should not be considered as an alternative to any measure of financial performance presented in accordance with U.S. GAAP. We calculate Daily TCE Rate by dividing total vessel revenues (time charter and/or voyage charter revenues, and/or pool revenues, net of charterers’ commissions), less voyage expenses, by the number of Available Days during that period. Under a time charter, the charterer pays substantially all the vessel voyage related expenses. However, 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 dry-docking or due to other unforeseen circumstances. Under voyage charters, the majority of voyage expenses are generally borne by us whereas for vessels in a pool, such expenses are borne by the pool operator. The Daily TCE Rate is a standard shipping industry performance measure used primarily to compare period-to-period changes in a company’s performance and, management believes that the Daily TCE Rate provides meaningful information to our investors because it compares daily net earnings generated by our vessel irrespective of the mix of charter types (e.g., time charter, voyage charter or other) under which our vessel is employed between the periods while it further assists our management in making decisions regarding the deployment and use of our vessel and in evaluating our financial performance. Our calculation of the Daily TCE Rates may not be comparable to that reported by other companies. See below for a reconciliation of Daily TCE rate to Vessel revenue, net, the most directly comparable U.S. GAAP measure.

The following table reconciles the calculation of the Daily TCE Rate for our fleet to Total vessel revenues, the most directly comparable U.S. GAAP financial measure, for the periods presented (amounts in U.S. dollars, except for Available Days):

Reconciliation of Daily TCE Rate to Total vessel revenues— Consolidated

   
Nine months ended
September 30,
    
Nine months ended
September 30,
  
   
2024
    
2025
  
Total vessel revenues
  
$
5,460,901
    
$
5,561,463
  
Voyage expenses - including commissions from related party
    
(215,505
)
    
(571,169
)
TCE revenues
  
$
5,245,396
    
$
4,990,294
  
Available Days
    
234
      
304
  
Daily TCE Rate
  
$
22,416
    
$
16,415
  

Reconciliation of Daily TCE Rate to Total vessel revenues—Tanker segment

   
Nine months ended
September 30,
    
Nine months ended
September 30,
  
   
2024
    
2025
  
Total vessel revenues
  
$
5,460,901
    
$
5,209,389
  
Voyage expenses - including commissions from related party
    
(215,505
)
    
(547,421
)
TCE revenues
  
$
5,245,396
    
$
4,661,968
  
Available Days
    
234
      
273
  
Daily TCE Rate
  
$
22,416
    
$
17,077
  

Reconciliation of Daily TCE Rate to Total vessel revenues— LPG Carrier Segment

   
Nine months ended
September 30,
  
   
2025
  
Total vessel revenues
  
$
352,074
  
Voyage expenses - including commissions from related party
    
(23,748
)
TCE revenues
  
$
328,326
  
Available Days
    
31
  
Daily TCE Rate
  
$
10,591
  


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