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6-K 1 d22513d6k.htm 6-K 6-K
 
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 6-K

 

 

REPORT OF FOREIGN PRIVATE ISSUER

Pursuant to Rule 13a-16 or 15d-16

under the Securities Exchange Act of 1934

For the month of November 2025

COMMISSION FILE NUMBER: 001-33373

 

 

CAPITAL CLEAN ENERGY CARRIERS CORP.

(Translation of registrant’s name into English)

 

 

3 Iassonos Street

Piraeus, 18537 Greece

(Address of principal executive offices)

 

 

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  ☐

 

 
 


Attached as Exhibit I are the financial results of Capital Clean Energy Carriers Corp. (“CCEC”) for the nine-month period ended September 30, 2025 and the related Operating and Financial Review and Prospects discussion.

Attached as Exhibit II are the following Unaudited Interim Condensed Consolidated Financial Statements of CCEC:

 

(i)

Unaudited Condensed Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024

 

(ii)

Unaudited Condensed Consolidated Statements of Comprehensive Income for the nine-month periods ended September 30, 2025 and 2024

 

(iii)

Unaudited Condensed Consolidated Statements of Changes in Shareholders’ Equity and Partners’ Capital for the nine-month periods ended September 30, 2025 and 2024

 

(iv)

Unaudited Condensed Consolidated Statements of Cash Flows for the nine-month periods ended September 30, 2025 and 2024

 

(v)

Notes to the Unaudited Interim Condensed Consolidated Financial Statements

This report on Form 6-K is hereby incorporated by reference into the registrant’s Registration Statement on Form F-3 (File No. 333-282610), Registration Statement on Form F-3 (File No. 333-286825) and Registration Statement on Form F-3 (File No. 333-287895).


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.

 

Dated: November 6, 2025    CAPITAL CLEAN ENERGY CARRIERS CORP.
  

/s/ Gerasimos (Jerry) Kalogiratos

   Name: Gerasimos (Jerry) Kalogiratos
   Title: Chief Executive Officer

 

EX-99.I 2 d22513dex99i.htm EXHIBIT I EXHIBIT I

Exhibit I

CCEC

Financial Results for the nine-month period ended September 30, 2025

Operating and Financial Review and Prospects

You should read the following discussion of our financial condition and results of operations in conjunction with our unaudited interim condensed consolidated financial statements for the nine-month periods ended September 30, 2025, and 2024 and related notes included elsewhere herein. Among other things, the financial statements include more detailed information regarding the basis of presentation for the following information. This discussion contains forward-looking statements that are made based upon management’s current plans, expectations, estimates, assumptions and beliefs concerning future events impacting us and therefore involve a number of risks and uncertainties, including those risks and uncertainties discussed in our Annual Report on Form 20-F for the fiscal year ended December 31, 2024, filed with the Securities and Exchange Commission (the “SEC”) on April 17, 2025 (the “Annual Report”). These risks, uncertainties and assumptions involve known and unknown risks and are inherently subject to significant uncertainties and contingencies, many of which are beyond our control. We caution that forward-looking statements are not guarantees and that actual results could differ materially from those expressed or implied in the forward-looking statements.

Following our announcement on November 13, 2023, of our intention to shift our business focus towards LNG and energy transition shipping and gradually divest from our non-core assets, since December 2023 we have completed the sale of 13 container vessels as set forth in the following table:

 

Name of Vessel

 

Type

  TEU    

Memorandum of
Agreement Date

 

Delivery

M/V Akadimos

 

Neo Panamax Container Vessel

    9,288    

January 31, 2024

 

March 8, 2024

M/V Long Beach Express

 

Panamax Container Vessel

    5,089    

December 15, 2023

 

February 26, 2024

M/V Seattle Express

 

Panamax Container Vessel

    5,089    

February 14, 2024

 

April 26, 2024

M/V Fos Express

 

Panamax Container Vessel

    5,089    

February 14, 2024

 

May 3, 2024

M/V Athenian

 

Neo Panamax Container Vessel

    9,954    

March 1, 2024

 

April 22, 2024

M/V Athos

 

Neo Panamax Container Vessel

    9,954    

March 1, 2024

 

April 22, 2024

M/V Aristomenis

 

Neo Panamax Container Vessel

    9,954    

March 1, 2024

 

May 3, 2024

M/V Hyundai Premium

 

Neo Panamax Container Vessel

    5,023    

September 12, 2024

 

November 22, 2024

M/V Hyundai Paramount

 

Neo Panamax Container Vessel

    5,023    

September 12, 2024

 

December 20, 2024

M/V Hyundai Prestige

 

Neo Panamax Container Vessel

    5,023    

September 12, 2024

 

December 5, 2024

M/V Hyundai Privilege

 

Neo Panamax Container Vessel

    5,023    

September 12, 2024

 

January 10, 2025

M/V Hyundai Platinum

 

Neo Panamax Container Vessel

    5,023    

September 12, 2024

 

March 10, 2025

M/V Manzanillo Express

 

Neo Panamax Container Vessel

    13,312    

August 7, 2025

 

October 6, 2025

We determined that the assets and liabilities, results of operations and cash flows of these 13 container vessels met the criteria to be reported in discontinued operations. As a result, the following financial information and discussion relate to results of operations from continuing operations. Please also refer to Note 3 Discontinued Operations in our unaudited interim condensed consolidated financial statements for the nine-month periods ended September 30, 2025, and 2024 included elsewhere herein.


Management’s Discussion and Analysis of Financial Condition and Results of Operations

We are an international owner of ocean-going vessels. Currently our fleet of 14 vessels consists of 12 latest generation LNG/C vessels (1.0 million DWT and total capacity of 2.1 million CBM) and two legacy Neo-Panamax container carrier vessels (0.3 million DWT and total TEU capacity of 27,008). ). In addition, our under-construction fleet includes six additional latest generation LNG/Cs, six dual-fuel Medium Gas Carriers (“MG/Cs”) and four Handy Liquified CO2 Multi-Gas Carriers (“LCO2 – HMG/C”), to be delivered between the first quarter of 2026 and the third quarter of 2027. As of September 30, 2025, the DWT weighted average age of our on the water fleet was approximately 2.9 years.

Recent Developments

At The Market Offering of Shares

On January 27, 2025, we entered into the Open Market Sales Agreement (the “Sales Agreement”) with Jefferies LLC (“Jefferies”) under which we may offer and sell up to $75.0 million of our common shares from time to time through or to Jefferies acting as sales agent or principal. We intend to use the net proceeds from the sales of new common shares pursuant to the Sales Agreement, after deducting the sales agent’s commissions and our offering expenses, for general corporate purposes, which may include, among other things, the acquisition of new vessels, the repayment or refinancing of all or a portion of our outstanding indebtedness and funding of working capital requirements or capital expenditures. During the nine-month period ended September 30, 2025, we issued 8,910 new common shares resulting in net proceeds of $0.2 million after the payment of commission to the sales agent, but before offering expenses. During the nine-month period ended September 30, 2025, the Company recognized deferred offering expenses of $0.5 million in connection with the Sales Agreement.

Financing arrangements

On September 30, 2025, the vessel-owning companies of the remaining two LCO2 – HMG/C currently under construction, entered into a new credit facility, the “2025 - LCO2 Active, Alkimos credit facility”, to partially finance the deliveries from the shipyard. The Company is acting as a parent guarantor. The following table presents an analysis of the main terms of the credit facility:

All amounts presented in the table below are expressed in millions of United States Dollars

 

Vessel Name

   Vessel
Type
   Cubic
Meters
(“CBM”)
   Scheduled
Delivery
   Financing Amount      Quarterly Instalment      Balloon      Duration
in years
 
   Base      Increased*      Base      Increased*      Base      Increased*  

Active & Alkimos

   LCO2 –
HMG/C
   22,000    Q1 & Q3
2026
     101.7        117.3        1.3        1.5        37.5        43.2        12.0  

 

*

Increased amount if long term employment is secured

On August 13, 2025, the vessel-owning companies of six MG/Cs currently under construction, entered into six separate sale and lease back agreements with subsidiaries of the CMB Financial Leasing Co., Ltd (“CMBFL”), the “2025 CMBFL - MG/C” to partially finance the deliveries from the shipyard. The Company is acting as a parent guarantor. The following table presents an analysis of the main terms of the sale and leaseback agreements:

All amounts presented in the table below are expressed in millions of United States Dollars

 

Vessel Name

   Vessel
Type
     CBM      Scheduled
Delivery
     Financing Amount      Quarterly Instalment      Balloon      Duration
in years
 
   Base      Increased*      Base      Increased*      Base      Increased*  

Aristogenis

     MG/C        45,000        Q2/2026        54.7        66.4        0.7        0.8        35.5        43.2        7.0  

Aridaios

     MG/C        45,000        Q3/2026        54.7        66.4        0.7        0.8        35.5        43.2        7.0  

Aratos

     MG/C        45,000        Q1/2027        54.7        66.4        0.7        0.8        35.5        43.2        7.0  

Agenor

     MG/C        45,000        Q2/2027        54.7        66.4        0.7        0.8        35.5        43.2        7.0  

Andrianos

     MG/C        40,000        Q1/2027        45.7        55.5        0.6        0.7        29.7        36.1        7.0  

Anios

     MG/C        40,000        Q3/2027        45.7        55.5        0.6        0.7        29.7        36.1        7.0  

 

*

Increased amount if long term employment is secured

On June 26, 2025, the vessel-owning companies of two LCO2 – HMG/C currently under construction, entered into a new credit facility, the “2025 - LCO2 Amadeus, Athenian credit facility” to partially finance the deliveries from the shipyard. The Company is acting as a parent guarantor. The following table presents an analysis of the main terms of the credit facility:

All amounts presented in the table below are expressed in millions of United States Dollars

 

Vessel Name

   Vessel
Type
   CBM    Scheduled
Delivery
   Financing Amount      Quarterly Instalment      Balloon      Duration
in years
 
   Base      Increased*      Base      Increased*      Base      Increased*  

Amadeus & Athenian

   LCO2 –
HMG/C
   22,000    Q2 &
Q4 2026
     101.7        117.3        1.3        1.5        76.3        88.0        5.0  

 

*

Increased amount if long term employment is secured

Please see section “Borrowings (Financing arrangements)” below.


Quarterly Common Share Cash Dividend

On January 22, 2025, the Board declared a cash dividend of $0.15 per common share for the fourth quarter of 2024 which was paid on February 12, 2025, to common shareholders of record on February 6, 2025.

On April 30, 2025, the Board declared a cash dividend of $0.15 per common share for the first quarter of 2025 which was paid on May 16, 2025, to common shareholders of record on May 12, 2025.

On July 24, 2025, the Board declared a cash dividend of $0.15 per common share for the second quarter of 2025 which was paid on August 8, 2025, to common shareholders of record on August 4, 2025.

On October 22, 2025, the Board declared a cash dividend of $0.15 per common share for the third quarter of 2025 payable on November 13, 2025, to common shareholders of record on November 3, 2025.

On June 10, 2025, we announced a Dividend Reinvestment Plan (“DRIP”). The DRIP is open to our existing shareholders and investors who will become our shareholders in the future outside of the DRIP. During the nine-month period ended September 30, 2025, the Company issued 356,099 common shares under the DRIP at the price of $22.85 per share, net of issuance costs. During the nine-month period ended September 30, 2025, we recognized expenses of $0.2 million relating to the DRIP.

Declaration and payment of any dividend is subject to the discretion of our board of directors. Our dividend policy may be changed at any time, and from time to time, by the board of directors. The timing and amount of dividend payments to holders of our shares will depend on, among other things, shipping market developments and the charter rates we are able to negotiate when we charter our vessels, our cash earnings, financial condition and cash requirements, and could be affected by a variety of factors, including increased or unanticipated expenses, the loss of a vessel, required capital expenditures, reserves established by the board of directors, refinancing or repayment of debt, additional borrowings, compliance with the covenants in our financing arrangements, our anticipated future cost of capital, access to financing and equity and debt capital markets, including for the purposes of refinancing or repaying existing debt, asset valuations, other factors described in our filings with the SEC from time to time and the applicable provisions of Marshall Islands law. See also the risks discussed in our Annual Report, including in particular the risk factor entitled “We cannot assure you that we will pay any dividends on our common shares.”

Factors Affecting Our Future Results of Operations

Please refer to our Annual Report, regarding the factors affecting our future results of operations.

Financial Results in thousands of United States dollars:

 

     For the nine-month periods ended
September 30,
 
     2025      2024  

Revenues

   $ 305,945      $ 253,563  
  

 

 

    

 

 

 

Expenses:

     

Voyage expenses

     5,524        7,683  

Vessel operating expenses

     46,886        38,376  

Vessel operating expenses—related parties

     7,153        6,623  

General and administrative expenses

     11,643        12,410  

Vessel depreciation and amortization

     69,152        58,513  
  

 

 

    

 

 

 

Operating income, net

     165,587        129,958  
  

 

 

    

 

 

 

Other (expense) / income, net:

     

Interest expense and finance cost

     (83,372      (97,540

Other income, net

     3,836        2,198  
  

 

 

    

 

 

 

Total other expense, net

     (79,536      (95,342
  

 

 

    

 

 

 

Net income from continuing operations

     86,051        34,616  
  

 

 

    

 

 

 

Net income from discontinued operations

     48,190        56,762  
  

 

 

    

 

 

 

Net income from operations

   $ 134,241      $ 91,378  
  

 

 

    

 

 

 


Results of Operations

Nine-Month Period Ended September 30, 2025, compared to the Nine-Month Period Ended September 30, 2024

Our results of operations for the nine-month periods ended September 30, 2025, and 2024 differ primarily due to:

 

   

The increase in the average number of vessels in our fleet by 1.8 vessels compared to the corresponding period in 2024 following the acquisition of three LNG/Cs in the second quarter of 2024;

 

   

the increase in revenues, partly offset by the off-hire periods as two of our LNG/Cs underwent their five-year special surveys, operating expenses and depreciation and amortization as a result of the acquisition of the three LNG/Cs; and

 

   

the decrease in interest expense and finance cost during the nine-month period ended September 30, 2025, compared to the corresponding period in 2024, mainly attributable to the decrease in the weighted average interest rate charged on our debt partly set off by the increase in our average indebtedness.

Total Revenues

Total revenues, consisting of time and bareboat charter revenues, amounted to $305.9 million for the nine-month period ended September 30, 2025, compared to $253.6 million for the nine-month period ended September 30, 2024. The increase of $52.3 million during the nine-month period ended September 30, 2025, was primarily attributable to the three LNG/Cs we acquired in the second quarter of 2024, namely the LNG/C Apostolos, the LNG/C Aktoras and the LNG/C Assos. As a result, the average number of vessels in our fleet for the nine-month period ended September 30, 2025, increased by 1.8 vessels compared to the corresponding period in 2024.

Time and bareboat charter revenues are mainly comprised of the charter hires received from unaffiliated third-party charterers and are affected by the number of days our vessels operate, the average number of vessels in our fleet and the charter rates.

For the nine-month period ended September 30, 2025, BP Gas Marketing Limited (“BP”), Bonny Gas Transport Limited (“BGT”), Cheniere Marketing International LLP (“Cheniere”), Qatar Energy Trading LLC (“Qatar Energy Trading”) and Hartree Partners Power & Gas Company (UK) Limited (“Hartree”) accounted for 17%, 16%, 13%, 10% and 10% of our total revenues, respectively.

Voyage Expenses

Total voyage expenses amounted to $5.5 million for the nine-month period ended September 30, 2025, compared to $7.7 million for the nine-month period ended September 30, 2024. The decrease of $2.2 million was mainly attributed to certain voyage expenses we incurred that were reimbursed to us by charterers during the nine-month period ended September 30, 2025 and higher costs incurred for additional war risk premiums during the nine-month period ended September 30, 2024 compared to the corresponding period in 2025.

Voyage expenses primarily consist of bunkers, port expenses and commissions. In voyage charters the shipowner generally is responsible for paying voyage expenses while voyage expenses incurred during time and bareboat charters are paid by the charterer, except for commissions, which are paid for by us. Voyage expenses incurred during off-hire periods are paid by us.

Vessel Operating Expenses

For the nine-month period ended September 30, 2025, our total vessel operating expenses amounted to $54.0 million, compared to $45.0 million for the nine-month period ended September 30, 2024. The increase of $9.0 million for the nine-month period ended September 30, 2025, was mainly due to the increase in the average number of vessels in our fleet compared to the corresponding period in 2024. During the nine-month period ended September 30, 2025, two of our LNGC’s underwent special surveys recognizing additional costs compared to the corresponding period in 2024 in which none of our vessels underwent special survey.

Total vessel operating expenses for the nine-month period ended September 30, 2025, include expenses of $7.2 million incurred under management agreements with Capital-Executive Ship Management Corp. (“Capital-Executive”), Capital Container Ship Management Corp. (“Capital-Container”) and Capital Gas Ship Management Corp. (“Capital Gas Management”), compared to $6.6 million during the nine-month period ended September 30, 2024. Please also refer to Note 5 (Transactions with related parties) in the unaudited condensed consolidated financial statements for the nine-month period ended September 30, 2025, included elsewhere herein.

General and Administrative Expenses

General and administrative expenses amounted to $11.6 million for the nine-month period ended September 30, 2025, compared to $12.4 million for the nine-month period ended September 30, 2024. The decrease of $0.8 million in general and administrative expenses was mainly attributable to the decrease in fees related to the corporate conversion of the Company during the nine-month period ended September 30, 2024, partly offset by the increase in fees paid under the executive services agreement with Capital GP L.L.C. (“CGP”) and the higher costs in connection with our equity compensation incentive plan.

General and administrative expenses include Board fees and expenses, audit and certain legal fees and other fees related to the requirements of being a publicly traded entity, the amortization associated with our equity incentive plan and the cost of other transactions.


Vessel Depreciation and Amortization

Vessel depreciation and amortization increased to $69.2 million for the nine-month period ended September 30, 2025, compared to $58.5 million for the nine-month period ended September 30, 2024. The increase of $10.7 million in vessel depreciation and amortization was attributable to the increase in the average number of vessels in our fleet.

Total Other Expense, Net

Total other expense, net for the nine-month period ended September 30, 2025, amounted to $79.5 million, compared to $95.3 million for the nine-month period ended September 30, 2024. Total other expense, net include interest expense and finance cost of $83.4 million for the nine-month period ended September 30, 2025, compared to $97.5 million for the nine-month period ended September 30, 2024. The decrease of $14.1 million in interest expense and finance cost during the nine-month period ended September 30, 2025, was mainly due to the decrease in the weighted average interest rate charged on our debt partly set off by the increase in our average indebtedness compared to the corresponding period in 2024. Please also refer to Note 8 (Long-term debt) to our unaudited condensed consolidated financial statements included elsewhere herein.

Interest expense and finance cost include interest expense, amortization of financing charges, commitment fees and bank charges.

Net Income

Net income for the nine-month period ended September 30, 2025, amounted to $86.1 million compared to $34.6 million for the corresponding period in 2024.

Liquidity and Capital Resources

As of September 30, 2025, total cash amounted to $332.3 million. Total cash includes restricted cash of $21.5 million in total representing the minimum liquidity requirement under our credit facilities, sale and lease back agreements and unsecured bonds (the “financing arrangements”).

Generally, our primary sources of funds have been cash from operations, bank borrowings, sale and lease back arrangements and, depending on our access to the capital markets, equity and debt securities offerings.

Cash from operations depends on our chartering activity. Depending on the prevailing market rates when our charters expire, we may not be able to re-charter our vessels at levels similar to their current charters, which may affect our future cash flows from operations. Cash flows from operations may be further affected by other factors described in our Annual Report in “Item 3. Key Information—D. Risk Factors.”

Subject to our ability to obtain required financing and access financial markets, we expect to continue to evaluate opportunities to acquire vessels and businesses. As of September 30, 2025, we had the following outstanding commitments for the acquisition of vessel-owning companies from a related party and vessels under construction that will be financed through the issuance of debt and cash at hand:

 

Year ending September 30,

   Vessels’ acquisitions      Vessels under construction      Total  

2026

   $ 244.0      $ 601.0      $ 845.0  

2027

     245.3        676.7        922.0  
  

 

 

    

 

 

    

 

 

 

Total

   $ 489.3      $ 1,277.7      $ 1,767.0  
  

 

 

    

 

 

    

 

 

 

Furthermore, we have outstanding commitments relating to supervision services agreements for vessels under construction amounting to $4.2 million.

We expect four of our LNG/C vessels will undergo a special survey in the next twelve months.


As of September 30, 2025, total shareholders’ equity amounted to $1,462.9 million, an increase of $119.9 million compared to $1,343.0 million as of December 31, 2024. The increase reflects net income from operations of $134.2 million for the nine-month period to September 30, 2025, the amortization associated with the equity incentive plan of $4.3 million net of dividends declared on unvested shares, and the net proceeds from the offering according to the Sales Agreement of 0.2 million, and $8.1 million of common shares issued under our Dividend Reinvestment Plan, partly offset by dividends declared during the period in a total amount of $26.6 million and the other comprehensive loss of $0.3 million relating to the net effect of the cross-currency swap agreement we designated as an accounting hedge.

Subject to shipping, charter and financial market developments, we believe that our working capital will be sufficient to meet our existing liquidity needs for at least the next 12 months.

Cash Flows

The following table summarizes our cash and cash equivalents and restricted cash provided by / (used in) operating, investing and financing activities for the periods, presented in millions of United States dollars:

 

     For the nine-month periods ended
September 30,
 
     2025      2024  

Net Cash Provided by Operating Activities

   $ 179.0      $ 128.1  

Net Cash Used in Investing Activities

     (180.5      (1,195.5

Net Cash (Used in) / Provided by Financing Activities

   $ (114.3    $ 831.2  

Net Cash Provided by Operating Activities

Net cash provided by operating activities was $179.0 million for the nine-month period ended September 30, 2025, compared to $128.1 million for the nine-month period ended September 30, 2024. The increase of $50.9 million was mainly attributable to the increase in revenues and the amounts due to related parties and the decrease in interest expense, finance costs, partly offset by the increase in vessel operating expenses, the decrease in trade payables, accrued liabilities and deferred revenue, the increase in trade receivables and the amount paid for dry docking costs.

Net Cash Used in Investing Activities

Net cash used in investing activities refers primarily to cash used for vessel acquisitions, advances for vessels under construction and improvements. Net cash used in investing activities during the nine-month period ended September 30, 2025, amounted to $180.5 million compared to $1,195.5 million during the corresponding period in 2024.

During the nine-month period ended September 30, 2025, we paid advances and initial expenses for vessels under construction of $180.3 million and $0.2 million for expenses relating to the sale of vessels.

During the nine-month period ended September 30, 2024, we paid $948.8 million to acquire the shares of the companies owning the LNG/C Axios II, the LNG/C Aktoras, the LNG/C Apostolos, and the LNG/C Assos and we paid advances for vessels under construction of $244.2 million, paid $2.3 million for vessel improvements and $0.2 million for expenses relating to the sale of vessels.

Net Cash (Used In)/ Provided by Financing Activities

Net cash used in financing activities for the nine-month period ended September 30, 2025, was $114.3 million representing $95.2 million we repaid in line with the amortization schedule of our financing arrangements, $0.8 million we paid in financing and offering costs, and $18.5 million of dividends we paid to our shareholders partly offset by $0.2 million of net proceeds we received from the sale of new common shares according to our Sales Agreement.

Net cash provided by financing activities for the nine-month period ended September 30, 2024, was $831.2 million representing cash proceeds of $1,582.0 million from the issuance of a new financing arrangement that we entered into in order to partly finance the acquisition of the shares of the companies owning the LNG/C Axios II, the LNG/C Aktoras, the LNG/C Apostolos, and the LNG/C Assos partly offset by $713.4 million in total of long term debt principal payments, $12.4 million we paid in financing costs, and $25.1 million of dividends we paid to our shareholders.


Borrowings (Financing Arrangements)

Our long-term borrowings are reflected in our balance sheet in long-term liabilities as “Long-term debt, net” and in current liabilities as “Current portion of long-term debt, net”.

As of September 30, 2025, and December 31, 2024, total borrowings of $2,440.8 million and $2,504.0 million were outstanding under our financing arrangements, respectively.

On September 30, 2025, the vessel-owning companies of two LCO2 – HMG/C currently under construction, entered into a new credit facility, the “2025 - LCO2 Active, Alkimos credit facility” to partially finance the deliveries from the shipyard.

On August 13, 2025, the vessel-owning companies of six MG/Cs currently under construction, entered into the “2025 CMBFL - MG/C” sale and lease back agreements to partially finance the deliveries from the shipyard.

On June 26, 2025, the vessel-owning companies of two LCO2 – HMG/C currently under construction, entered into the 2025 - LCO2 Amadeus, Athenian credit facility to partially finance the deliveries from the shipyard.

For information relating to our credit facilities, sale and lease back agreements and unsecured bonds, please refer to Note 8 of our audited Consolidated Financial Statements included in our Annual Report and Note 8 to our unaudited interim condensed consolidated financial statements and the descriptions above in “Recent Developments” and “Liquidity and Capital Resources”.

As of September 30, 2025, and December 31, 2024, we were in compliance with all financial debt covenants. Our ability to comply with the covenants and restrictions contained in our financing arrangements and any other debt instruments we may issue or enter into in the future may be affected by events beyond our control, including prevailing economic, financial and industry conditions, such as interest rate developments, changes in the funding costs offered by our banks and changes in asset valuations. If market or other economic conditions deteriorate, our ability to comply with these covenants may be impaired. If we are in breach of any of the restrictions, covenants, ratios or tests included in our financing arrangements, we are unlikely to be able to make any dividends to holders of our common shares, a significant portion of our obligations may become immediately due and payable and our lenders’ commitment to make further loans to us, if any, may terminate. We may not have, or be able to obtain, sufficient funds to make these accelerated payments. In addition, obligations under our financing arrangements are secured by certain of our vessels, and if we are unable to repay debt under our financing arrangements, the lenders could seek to foreclose on those assets. More specifically, 15 vessels, including the M/V Manzanillo Express, which is presented within discontinued operations, with an aggregate net book value of $3.1 billion as of September 30, 2025, have been provided as collateral under the terms of our credit facilities or the title of ownership is held by the relevant lender under our sale and lease back agreements.

Any contemplated vessel acquisitions will have to be at levels that do not impair the required ratios, see “Item 5.B. Liquidity and Capital Resources— Borrowings (Financing Arrangements)” in our Annual Report. If the estimated asset values of vessels in our fleet decrease, we may be obliged to prepay part of our outstanding debt in order to remain in compliance with the relevant covenants in our financing arrangements. A decline in the market value of our vessels could also affect our ability to refinance our financing arrangements and/or limit our ability to obtain additional financing. As of September 30, 2025, a decrease of 10% in the aggregate fair market values of our fleet would not cause any violation of the total indebtedness to aggregate market value covenant contained in our financing arrangements.

Off-Balance Sheet Arrangements

As of September 30, 2025, we have not entered into any off-balance sheet arrangements.

Critical Accounting Estimates

A discussion of our critical accounting estimates can be found in our Annual Report.

Changes in Accounting Policies

See Note 2 to our unaudited interim condensed consolidated financial statements included elsewhere herein.

EX-99.II 3 d22513dex99ii.htm EXHIBIT II EXHIBIT II Table of Contents

Exhibit II

INDEX TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

CAPITAL CLEAN ENERGY CARRIERS CORP.

 

     Page  

Unaudited Condensed Consolidated Balance Sheets as of September  30, 2025 and December 31, 2024

     F-1  

Unaudited Condensed Consolidated Statements of Comprehensive Income for the nine-month periods ended September 30, 2025 and 2024

     F-2  

Unaudited Condensed Consolidated Statements of Changes in Shareholders’ Equity and Partners’ Capital for the nine-month periods ended September 30, 2025 and 2024

     F-3  

Unaudited Condensed Consolidated Statements of Cash Flows for the nine-month periods ended September 30, 2025 and 2024

     F-4  

Notes to the Unaudited Interim Condensed Consolidated Financial Statements

     F-5  

 


Table of Contents

Capital Clean Energy Carriers Corp.

Unaudited Condensed Consolidated Balance Sheets

(In thousands of United States Dollars)

 

     As of September 30, 2025      As of December 31, 2024  

Assets

     

Current assets

     

Cash and cash equivalents

   $ 310,743      $ 313,988  

Trade accounts receivable

     6,437        3,726  

Prepayments and other assets

     7,318        7,359  

Due from related party (Note 5)

     —         1,131  

Inventories

     4,201        4,584  

Claims

     1,617        865  

Derivative assets (Note 9)

     1,791        —   

Current assets of discontinued operations (Note 3)

     110,244        73,890  
  

 

 

    

 

 

 

Total current assets

     442,351        405,543  
  

 

 

    

 

 

 

Fixed assets

     

Advances for vessels under construction – related party

     54,000        54,000  

Vessels, net and vessels under construction (Note 6)

     3,526,175        3,415,915  
  

 

 

    

 

 

 

Total fixed assets

     3,580,175        3,469,915  
  

 

 

    

 

 

 

Other non-current assets

     

Above market acquired charters (Note 7)

     75,369        101,574  

Deferred charges, net

     3,211        361  

Restricted cash (Note 8)

     21,546        22,521  

Derivative assets (Note 9)

     14,265        1,574  

Prepayments and other assets

     —         4  

Non-current assets of discontinued operations (Note 3)

     —         111,390  
  

 

 

    

 

 

 

Total non-current assets

     3,694,566        3,707,339  
  

 

 

    

 

 

 

Total assets

   $ 4,136,917      $ 4,112,882  
  

 

 

    

 

 

 

Liabilities and Shareholders’ Equity

     

Current liabilities

     

Current portion of long-term debt, net (Note 8)

   $ 124,294        123,198  

Trade accounts payable

     10,530        14,857  

Due to related parties (Note 5)

     5,674        3,542  

Accrued liabilities

     39,498        31,783  

Deferred revenue

     28,401        29,804  

Derivative liabilities (Note 9)

     —         18,114  

Current liabilities of discontinued operations (Note 3)

     99,204        22,193  
  

 

 

    

 

 

 

Total current liabilities

     307,601        243,491  
  

 

 

    

 

 

 

Long-term liabilities

     

Long-term debt, net (Note 8)

     2,299,819        2,361,456  

Below market acquired charters (Note 7)

     65,489        75,659  

Deferred revenue

     1,081        634  

Non-current liabilities of discontinued operations (Note 3)

     —         88,673  
  

 

 

    

 

 

 

Total long-term liabilities

     2,366,389        2,526,422  
  

 

 

    

 

 

 

Total liabilities

     2,673,990        2,769,913  
  

 

 

    

 

 

 

Commitments and contingencies (Note 14)

     
  

 

 

    

 

 

 

Total shareholders’ equity

     1,462,927        1,342,969  
  

 

 

    

 

 

 

Total liabilities and shareholders’ equity

   $ 4,136,917      $ 4,112,882  
  

 

 

    

 

 

 

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

 

F-1


Table of Contents

Capital Clean Energy Carriers Corp.

Unaudited Condensed Consolidated Statements of Comprehensive Income

(In thousands of United States Dollars except number of shares and net income per share)

 

     For the nine-month periods ended September 30,  
     2025     2024  

Revenues (Note 4)

   $ 305,945     $ 253,563  
  

 

 

   

 

 

 

Expenses:

    

Voyage expenses

     5,524       7,683  

Vessel operating expenses

     46,886       38,376  

Vessel operating expenses - related parties (Note 5)

     7,153       6,623  

General and administrative expenses (including $2,779 and $2,046 to related parties, for the nine-month periods ended September 30, 2025 and 2024, respectively) (Note 5)

     11,643       12,410  

Vessel depreciation and amortization (Note 6)

     69,152       58,513  
  

 

 

   

 

 

 

Operating income, net

     165,587       129,958  
  

 

 

   

 

 

 

Other (expense) / income, net:

    

Interest expense and finance cost (including $2,673 to related party, for the nine-month period ended September 30, 2024) (Notes 5, 8)

     (83,372     (97,540

Other income, net

     3,836       2,198  
  

 

 

   

 

 

 

Total other expense, net

     (79,536     (95,342
  

 

 

   

 

 

 

Net income from continuing operations

     86,051       34,616  
  

 

 

   

 

 

 

Net income from discontinued operations (Note 3)

     48,190       56,762  
  

 

 

   

 

 

 

Net income from operations

     134,241       91,378  
  

 

 

   

 

 

 

Net income attributable to General Partner

     —        462  

Deemed dividend to General Partner

     —        46,184  

Net income attributable to unvested shares

     —        404  

Net income attributable to common shareholders

     134,241       44,328  

Net income / (loss) from continuing operations per:

    

• Common share, basic and diluted (Note 13)

   $ 1.46     $ (0.22

Weighted-average shares outstanding:

    

• Common shares, basic

     58,791,023       55,323,667  

• Common shares, diluted

     59,020,011       55,323,667  

Net income from discontinued operations per:

    

• Common share, basic and diluted

   $ 0.82     $ 1.02  

Weighted-average shares outstanding:

    

• Common shares, basic

     58,791,023       55,323,667  

• Common shares, diluted

     59,020,011       55,323,667  

Net income from operations per:

    

• Common share, basic and diluted

   $ 2.28     $ 0.80  

Weighted-average shares outstanding:

    

• Common shares, basic

     58,791,023       55,323,667  

• Common shares, diluted

     59,020,011       55,323,667  

Net income from operations

     134,241       91,378  

Other comprehensive loss:

    

Unrealized loss on derivative instruments (Note 9)

     (305     (364
  

 

 

   

 

 

 

Total comprehensive income

   $ 133,936     $ 91,014  
  

 

 

   

 

 

 

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

 

F-2


Table of Contents

Capital Clean Energy Carriers Corp.

Unaudited Condensed Consolidated Statements of Changes in Shareholders’ Equity and Partners’ Capital

(In thousands of United States Dollars except for the number of shares)

 

The statement below for the nine-month period ended September 30, 2024, represents Capital Clean Energy Carriers Corp. as a partnership prior to the Conversion (as defined in the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2024, filed with the U.S. Securities and Exchange Commission on April 17, 2025 (the “2024 20-F”)). The statement below for the nine-month period ended September 30, 2025, represents Capital Clean Energy Carriers Corp. as a corporation after the Conversion.

 

     No. of shares      Share
Capital
     General
Partner
    Common
Unitholders /
Shareholders
    Treasury
units
    Additional
Paid-In
Capital
    Retained
Earnings
     Accumulated
Other
Comprehensive
Loss
    Total  

Balance at January 1, 2024

     —       $ —       $ 12,885     $ 1,171,573     $ (7,939   $ —      $ —       $ (1,586   $ 1,174,933  
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

Dividends declared (distributions of $0.45 per common unit) (Note 11)

     —         —         (155     (24,900     —        —        —         —        (25,055

Net income

     —         —         516       81,745       —        —        —         —        82,261  

Equity compensation expense (Note 12)

     —         —         —        4,093       —        —        —         —        4,093  

Other comprehensive income (Note 9)

     —         —         —        —        —        —        —         179       179  
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

Balance at August 25, 2024

     —       $ —       $ 13,246     $ 1,232,511     $ (7,939   $ —      $ —       $ (1,407   $ 1,236,411  
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

Net Income from 26/8/24 to 30/09/2024

     —         —         —        —        —        —        9,117        —        9,117  

Equity compensation expense (Note 12)

     —         —         —        —        —        371       —         —        371  

Conversion of 54,887,313 common units to common shares and 1,551,061 treasury units to treasury shares.

     56,438,374        564        —        —        —        (564     —         —        —   

Conversion of 348,570 general partner units into 3,500,000 common shares (Notes 1, 11)

     3,500,000        35        46,184       (46,184     —        (35     —         —        —   

Reclassification resulting from the Conversion

     —         —         (59,430     (1,186,327     7,939       1,237,818       —         —        —   

Other comprehensive loss (Note 9)

     —         —         —        —        —        —        —         (543     (543
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

Balance at September 30, 2024

     59,938,374      $ 599      $ —      $ —      $ —      $ 1,237,590     $ 9,117      $ (1,950   $ 1,245,356  
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

 

     No. of shares      Share
Capital
     Additional
Paid-In
Capital
     Retained
Earnings
    Accumulated
Other
Comprehensive
Loss
    Total  

Balance at January 1, 2025

     59,938,374      $ 599      $ 1,240,044      $ 102,615     $ (289   $ 1,342,969  
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

   

 

 

 

Dividends declared (distributions of $0.45 per common share) (Note 11)

     —         —         —         (26,610     —        (26,610

Net income from operations

     —         —         —         134,241       —        134,241  

Equity compensation expense (Note 12)

     —         —         4,783        (477     —        4,306  

Proceeds from offering, net

     8,910        —         196        —        —        196  

Dividend reinvestment plan, net of expenses (Note 11)

     356,099        4        8,126        —          8,130  

Other comprehensive loss (Note 9)

     —         —         —         —        (305     (305
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

   

 

 

 

Balance at September 30, 2025

     60,303,383      $ 603      $ 1,253,149      $ 209,769     $ (594   $ 1,462,927  
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

   

 

 

 

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

 

F-3


Table of Contents

Capital Clean Energy Carriers Corp.

Unaudited Condensed Consolidated Statements of Cash Flows

(In thousands of United States Dollars)

 

     For the nine-month periods ended
September 30,
 
     2025     2024  

Cash flows from operating activities of continuing operations:

    

Net income from operations

   $ 134,241     $ 91,378  

Less: Net income from discontinued operations

     48,190       56,762  

Net income from continuing operations

     86,051       34,616  

Adjustments to reconcile net income to net cash provided by operating activities:

    

Vessel depreciation and amortization (Note 6)

     69,152       58,513  

Amortization and write-off of deferred financing costs

     2,920       2,232  

Amortization / accretion of above / below market acquired charters (Note 7)

     16,035       11,367  

Amortization of ineffective portion of derivatives

     (155     (157

Equity compensation expense (Note 12)

     4,783       4,464  

Change in fair value of derivatives (Note 9)

     (19,905     (578

Unrealized bonds exchange differences

     19,262       1,352  

Changes in operating assets and liabilities:

    

Trade accounts receivable

     (2,711     (2,237

Prepayments and other assets

     45       396  

Due from related party

     1,131       1,733  

Inventories

     383       (2,071

Claims

     (752     —   

Trade accounts payable

     (3,947     1,638  

Due to related parties

     2,132       499  

Accrued liabilities

     6,579       12,816  

Deferred revenue

     (956     3,488  

Dry-docking costs paid

     (1,083     —   
  

 

 

   

 

 

 

Net cash provided by operating activities of continuing operations

   $ 178,964     $ 128,071  
  

 

 

   

 

 

 

Cash flows from investing activities of continuing operations:

    

Vessel acquisitions, vessels under construction and improvements including acquired time and bareboat charter agreements (Note 6)

     (180,247     (1,195,264

Expenses paid for the sale of vessels

     (220     (220
  

 

 

   

 

 

 

Net cash used in investing activities of continuing operations

   $ (180,467   $ (1,195,484
  

 

 

   

 

 

 

Cash flows from financing activities of continuing operations:

    

Proceeds from long-term debt

     —        1,582,000  

Deferred financing and offering costs paid

     (781     (12,415

Payments of long-term debt (Note 8)

     (95,242     (713,371

Dividends paid (Note 11)

     (18,455     (25,055

Proceeds from offering, net of commissions paid

     196       —   
  

 

 

   

 

 

 

Net cash (used in)/provided by financing activities of continuing operations

   $ (114,282   $ 831,159  
  

 

 

   

 

 

 

Net decrease in cash, cash equivalents and restricted cash from continuing operations

   $ (115,785   $ (236,254
  

 

 

   

 

 

 

Cash flows from discontinued operations

    

Operating activities

     3,354       43,559  

Investing activities

     112,201       266,991  

Financing activities

     (3,990     (95,322
  

 

 

   

 

 

 

Net increase in cash, cash equivalents and restricted cash from discontinued operations

     111,565       215,228  
  

 

 

   

 

 

 

Net decrease in cash, cash equivalents and restricted cash

     (4,220     (21,026
  

 

 

   

 

 

 

Cash, cash equivalents and restricted cash at the beginning of the period

   $ 336,509     $ 204,141  
  

 

 

   

 

 

 

Cash, cash equivalents and restricted cash at the end of the period

   $ 332,289     $ 183,115  
  

 

 

   

 

 

 

Supplemental cash flow information

    

Cash paid for interest

   $ 82,443       94,881  

Non-Cash Investing and Financing Activities

    

Capital expenditures included in liabilities

     3,000       4,317  

Capitalized dry-docking costs included in liabilities

     4,426       4,149  

Deferred financing and offering costs included in liabilities

     136       310  

Expenses for sale of vessels included in liabilities

     —        640  

Dividend reinvestment plan issuance of new shares (Note 11)

     8,155       —   

Seller’s credit agreements in connection with the acquisition of vessel owning companies

     —        134,764  

Reconciliation of cash, cash equivalents and restricted cash

    

Cash and cash equivalents

     310,743       164,792  

Restricted cash - non-current assets

     21,546       18,323  
  

 

 

   

 

 

 

Total cash, cash equivalents and restricted cash shown in the statements of cash flows

   $ 332,289       183,115  
  

 

 

   

 

 

 

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

 

F-4


Table of Contents

Capital Clean Energy Carriers Corp.

Notes to the Unaudited Condensed Consolidated Financial Statements

(In thousands of United States Dollars except number of shares and net income per share)

 

1. Basis of Presentation and General Information

Capital Clean Energy Carriers Corp. (the “Company or CCEC”) is an international owner of ocean-going vessels, with a focus on the energy transition. As of September 30, 2025, the Company’s in-the-water fleet included 15 high specification vessels, including 12 latest generation Liquified Natural Gas Carriers (“LNG/Cs”) and three legacy Neo-Panamax container vessels, one of which the Company sold on October 6, 2025 (Note 3). In addition, the Company’s under-construction fleet includes six additional latest generation LNG/Cs, six dual-fuel Medium Gas Carriers (“MG/Cs”) and four Handy Liquified CO2 Multi-Gas Carriers (“LCO2 – HMG/C”), to be delivered between the first quarter of 2026 and the third quarter of 2027. The Company’s vessels operate under medium to long-term time and bareboat charters.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information. Accordingly, they do not include all the information and notes required by U.S. GAAP for complete financial statements. These unaudited condensed consolidated financial statements and the accompanying notes should be read in conjunction with the Company’s consolidated financial statements for the year ended December 31, 2024, (the “Consolidated Financial Statements for the year ended December 31, 2024”), included in the 2024 20-F.

These unaudited condensed consolidated financial statements have been prepared on the same basis as the annual financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments considered necessary for a fair presentation of the Company’s financial position, results of operations and cash flows for the periods presented. Operating results for the nine-month period ended September 30, 2025, are not necessarily indicative of the results that might be expected for the fiscal year ending December 31, 2025.

2. Significant Accounting Policies

A discussion of the Company’s significant accounting policies can be found in the Consolidated Financial Statements for the year ended December 31, 2024.

3. Discontinued Operations

Following the announcement of the Company on November 13, 2023, of its intention to shift its business focus towards liquified natural gas and energy transition shipping and gradually divest from its non-core assets, the Company entered into 13 memoranda of agreement (“MOA”) with third parties for the disposal of 13 container carrier vessels. The Company determined that the assets and liabilities, results of operations and cash flows of the 13 container carrier vessels met the criteria to be reported in discontinued operations. The container carrier vessels that the Company sold are listed below.

 

Name of Vessel

  

Type

  

Twenty-foot Equivalent
Unit (“TEU”)

  

Memorandum of
Agreement Date

  

Delivery

M/V Akadimos

  

Neo Panamax Container Vessel

   9,288   

January 31, 2024

  

March 8, 2024

M/V Long Beach Express

  

Panamax Container Vessel

   5,089   

December 15, 2023

  

February 26, 2024

M/V Seattle Express

  

Panamax Container Vessel

   5,089   

February 14, 2024

  

April 26, 2024

M/V Fos Express

  

Panamax Container Vessel

   5,089   

February 14, 2024

  

May 3, 2024

M/V Athenian

  

Neo Panamax Container Vessel

   9,954   

March 1, 2024

  

April 22, 2024

M/V Athos

  

Neo Panamax Container Vessel

   9,954   

March 1, 2024

  

April 22, 2024

M/V Aristomenis

  

Neo Panamax Container Vessel

   9,954   

March 1, 2024

  

May 3, 2024

M/V Hyundai Premium

  

Neo Panamax Container Vessel

   5,023   

September 12, 2024

  

November 22, 2024

M/V Hyundai Paramount

  

Neo Panamax Container Vessel

   5,023   

September 12, 2024

  

December 20, 2024

M/V Hyundai Prestige

  

Neo Panamax Container Vessel

   5,023   

September 12, 2024

  

December 5, 2024

M/V Hyundai Privilege

  

Neo Panamax Container Vessel

   5,023   

September 12, 2024

  

January 10, 2025

M/V Hyundai Platinum

  

Neo Panamax Container Vessel

   5,023   

September 12, 2024

  

March 10, 2025

M/V Manzanillo Express

  

Neo Panamax Container Vessel

   13,312   

August 7, 2025

  

October 6, 2025

Summarized selected operating results of the discontinued operations for the nine-month periods ended September 30, 2025 and 2024 are as follows:

 

     For the nine-month periods ended September 30,  
     2025      2024  

Revenues

   $ 13,186      $ 68,516  
  

 

 

    

 

 

 

Expenses / (income), net:

     

Voyage expenses

     301        1,460  

Vessel operating expenses

     3,330        16,298  

Vessel operating expenses - related party

     400        2,475  

Vessel depreciation and amortization

     2,762        14,469  

Gain on sale of vessels

     (46,213      (31,602
  

 

 

    

 

 

 

Operating income, net

     52,606        65,416  
  

 

 

    

 

 

 

Other income / (expense), net:

     

Interest expense and finance cost (including $228 to related party, for the nine-month period ended September 30, 2024)

     (4,644      (8,693

Other income, net

     228        39  
  

 

 

    

 

 

 

Total other expense, net

     (4,416      (8,654
  

 

 

    

 

 

 

Net income from discontinued operations

   $ 48,190      $ 56,762  
  

 

 

    

 

 

 

 

F-5


Table of Contents

Capital Clean Energy Carriers Corp.

Notes to the Unaudited Condensed Consolidated Financial Statements

(In thousands of United States Dollars except number of shares and net income per share)

 

3. Discontinued Operations – Continued

Summarized selected balance sheet information from discontinued operations as of September 30, 2025 and December 31, 2024, was as follows:

 

    As of September 30, 2025     As of December 31, 2024  

Cash and cash equivalents

  $ 4     $ 38  

Trade accounts receivable

    399       763  

Inventories

    —        260  

Prepayments and other assets

    877       1,060  

Claims

    49       49  

Assets held for sale

    108,915       71,720  
 

 

 

   

 

 

 

Current assets of discontinued operations

    110,244       73,890  
 

 

 

   

 

 

 

Vessels, net

    —        111,390  
 

 

 

   

 

 

 

Total non-current assets of discontinued operations

    —        111,390  
 

 

 

   

 

 

 

Current portion of long-term debt, net

    —        5,185  

Trade accounts payable

    2,353       3,288  

Accrued liabilities

    6,883       12,817  

Deferred revenue

    —        903  

Liabilities associated with vessel held for sale

    89,968       —   
 

 

 

   

 

 

 

Current liabilities of discontinued operations

    99,204       22,193  
 

 

 

   

 

 

 

Long-term debt, net

    —        88,673  
 

 

 

   

 

 

 

Non-current liabilities of discontinued operations

  $ —      $ 88,673  
 

 

 

   

 

 

 

During the nine-month period ended September 30, 2025, the Company disposed of two container carrier vessels, the M/V Hyundai Privilege and the M/V Hyundai Platinum on January 10, 2025 and March 10, 2025, respectively.

For the nine-month period ended September 30, 2025, the Company recognized a gain on sale of vessels from discontinued operations which is analyzed as follows:

 

Vessel

   Sale price      Carrying
value on
sale
     Other
sale
expenses
     Gain on
sale
 

M/V Hyundai Privilege

     60,650        (35,646      (1,825      23,179  

M/V Hyundai Platinum

     60,650        (35,791      (1,825      23,034  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 121,300      $ (71,437    $ (3,650    $ 46,213  
  

 

 

    

 

 

    

 

 

    

 

 

 

In addition, on August 7, 2025, the Company entered into a MOA, to sell the M/V Manzanillo Express to an unaffiliated party for total consideration of $118,500. At that date, the Company considered that the M/V Manzanillo Express met the criteria to be classified as held for sale and is included in “Current assets from discontinued operations” in the summarized selected balance sheet information from discontinued operations as of September 30, 2025. As of the MOA date the M/V Manzanillo Express fair value less estimated costs to sell exceeded its carrying amount, so no impairment charge was recognized.

4. Revenues

The following table shows the revenues earned from time and bareboat charters contracts for the nine-month periods ended September 30, 2025 and 2024:

 

     For the nine-month periods ended
September 30,
 
     2025      2024  

Time charters

   $ 258,423      $ 242,790  

Bareboat charters

     47,522        10,773  
  

 

 

    

 

 

 

Total

   $ 305,945      $ 253,563  
  

 

 

    

 

 

 

As of September 30, 2025, all of the Company’s vessels were employed under time and bareboat charter agreements with the remaining tenor ranging between 0.9 and 9.1 years. From these time and bareboat charter agreements eight include extensions at the charterers’ option that range between 1.9 to 5.9 years. In addition, three of the Company’s under-construction vessels have secured time charter agreements with tenors of 4.9 and 6.9 years from the respective date of delivery. All of these charter agreements include extensions at the charterers’ option that range between 3.0 to 5.0 years.

5. Transactions with Related Parties

Capital Maritime & Trading Corp. (“CMTC”) is an international shipping company with a long history of operating and investing in the shipping market. As of September 30, 2025 and December 31, 2024, CMTC may be deemed to beneficially own 48.2% and 48.5% of the common shares, respectively.

Capital Gas Corp. is a privately held company controlled by Mr. Miltiadis Marinakis, the son of Mr. Evangelos M. Marinakis, who also controls Capital GP L.L.C. (“CGP”). As of September 30, 2025 and December 31, 2024, Capital Gas Corp. may be deemed to beneficially own 2.0% of the common shares.

CGP, the Partnership’s general partner until the Conversion, is a privately held company controlled by Mr. Miltiadis Marinakis. As of September 30, 2025, and December 31, 2024, CGP may be deemed to beneficially own 8.5% and 8.6% of the common shares, respectively.

Capital Container Ship Management Corp. (“Capital-Container”) is a privately held company controlled by Mr. Miltiadis Marinakis and the manager of the Company’s container vessels.

 

F-6


Table of Contents

Capital Clean Energy Carriers Corp.

Notes to the Unaudited Condensed Consolidated Financial Statements

(In thousands of United States Dollars except number of shares and net income per share)

 

5. Transactions with Related Parties - Continued

The Company and its subsidiaries had related party transactions with Capital Ship Management Corp. (“CSM”), Capital-Executive Ship Management Corp. (“Capital-Executive”), Capital-Container and Capital-Gas Ship Management Corp. (“Capital-Gas Management”), (collectively “Managers”), and CGP, arising from certain terms of the following management and administrative services agreements.

1. Floating fee management agreements: Under the terms of these agreements the Company compensates its Managers for expenses and liabilities incurred on the Company’s behalf while providing the agreed services, including, but not limited to, crew, repairs and maintenance, insurance, stores, spares, lubricants and other operating costs. Costs and expenses associated with a managed vessel’s next scheduled dry-docking are borne by the Company and not by the Managers. The Company also pays its Managers a daily technical management fee per managed vessel that is revised annually based on the United States Consumer Price Index. For the nine-month periods ended September 30, 2025 and 2024, management fees under the management agreements amounted to $6,894 and $6,564, respectively, and are included in “Vessel operating expenses – related parties” in the unaudited condensed consolidated statements of comprehensive income.

2. Fixed fee management agreements: Under the terms of these agreements the Company pays a fixed daily fee per bareboat chartered vessel in its fleet, mainly to cover commercial and administrative costs. For the nine-month periods ended September 30, 2025 and 2024 management fees under the management agreements amounted to $259 and $59, respectively, and are included in “Vessel operating expenses – related parties” in the unaudited condensed consolidated statements of comprehensive income.

3. Administrative and service agreements: On April 4, 2007, the Company entered into an administrative services agreement with CSM, pursuant to which CSM has agreed to provide certain administrative management services to the Company such as accounting, auditing, legal, insurance, IT and clerical services. In addition, the Company reimburses CSM and CGP for reasonable costs and expenses incurred in connection with the provision of these services, after the submission of the respective invoices for such costs and expenses together with any supporting detail that may be reasonably required. These expenses are included in “General and administrative expenses” in the unaudited condensed consolidated statements of comprehensive income. In 2015, the Partnership entered into an executive services agreement with CGP, which was amended in 2016, 2019, 2023 and 2024. In connection with the Conversion, the Company entered into a new executive services agreement with CGP. According to the executive services agreements, CGP provided and continues to provide certain executive officers services for the management of the Company’s business as well as investor relations and corporate support services to the Company. For the nine-month periods ended September 30, 2025 and 2024 the fees under the executive services agreement with CGP amounted to $2,625 and $1,877, respectively and are included in “General and administrative expenses” in the unaudited condensed consolidated statements of comprehensive income.

4. Supervision services agreements with Capital-Gas Management: On December 21, 2023 and June 17, 2024 each of the vessel-owning companies of the vessels currently under construction entered into a separate supervision services agreement with Capital-Gas Management in order to supervise the performance of the design, building, equipment, completion and delivery by the shipyard of the respective vessels. For the nine-month periods ended September 30, 2025 and 2024, the Company recognized $1,967 and 1,317, respectively, in connection with the supervision services agreements which are included in “Vessels, net and vessels under construction” in the unaudited condensed consolidated balance sheets.

Balances and transactions with related parties consisted of the following:

 

Consolidated Balance Sheets

  As of September 30,
2025
    As of December 31,
2024
 

Assets:

   

Capital-Gas Management – advances from the Company (a)

  $ —      $ 1,131  
 

 

 

   

 

 

 

Due from related party

    —        1,131  
 

 

 

   

 

 

 

Liabilities:

   

CSM – payments on behalf of the Company (b)

    329       34  

Capital-Executive – payments on behalf of the Company (b)

    213       3,508  

Capital-Container – payments on behalf of the Company (b)

    351       —   

Capital-Gas Management – payments on behalf of the Company (b)

    4,781       —   
 

 

 

   

 

 

 

Due to related parties

  $ 5,674     $ 3,542  
 

 

 

   

 

 

 

 

     For the nine-month periods ended September 30,  

Consolidated Statements of Comprehensive Income

   2025      2024  

Vessel operating expenses

   $ 7,153      $ 6,623  

General and administrative expenses (c)

     2,779        2,046  

Interest expense and finance cost (d)

     —         2,673  

(a) Managers - Advances from the Company: This line item represents the amounts advanced by the Company for operating and voyage expenses that will be paid by the Managers on behalf of the Company and its subsidiaries.

(b) Managers - Payments on Behalf of the Company: This line item represents the amount outstanding for payments for operating and voyage expenses made by the Managers on behalf of the Company and its subsidiaries.

(c) General and administrative expenses: This line item mainly includes fees relating to internal audit, investor relations and consultancy fees.

(d) Interest expense and finance cost: This line item reflects interest expense of the Company’s Sellers Credit.

 

F-7


Table of Contents

Capital Clean Energy Carriers Corp.

Notes to the Unaudited Condensed Consolidated Financial Statements

(In thousands of United States Dollars except number of shares and net income per share)

 

6. Fixed Assets

 

  A.

Vessels, net

The following table presents an analysis of vessels, net:

 

     Vessel cost      Accumulated
depreciation
     Net book value  

Balance as at January 1, 2025

   $ 3,195,676      $ (170,051    $ 3,025,625  
  

 

 

    

 

 

    

 

 

 

Improvements

     69        —         69  

Depreciation for the period

     —         (69,123      (69,123
  

 

 

    

 

 

    

 

 

 

Balance as at September 30, 2025

   $ 3,195,745      $ (239,174    $ 2,956,571  
  

 

 

    

 

 

    

 

 

 

Four vessels with an aggregate net book value of $864,649, have been provided as collateral under the terms of the Company’s credit facilities (Note 8). In addition, there are 10 vessels financed through sale and lease back agreements, for which the title of ownership is held by the relevant lender, with an aggregate net book value of $2,091,922 as of September 30, 2025 (Note 8).

During the nine-month period ended September 30, 2025, certain of the Company’s vessels underwent improvements. The Company capitalized the $69 cost of improvements as part of the vessels’ cost, which was paid during the nine-month period ended September 30, 2025.

 

  B.

Vessels under construction

The following table presents an analysis of vessels under construction:

 

     Vessels under construction cost  

Balance as at January 1, 2025

   $ 390,290  
  

 

 

 

Advances and initial expenses for vessels under construction

     179,314  
  

 

 

 

Balance as at September 30, 2025

   $ 569,604  
  

 

 

 

During the nine-month period ended September 30, 2025, the Company paid advances to the shipyards plus initial expenses of $179,314. Capitalized interest for the nine-month period ended September 30, 2025, amounted to $17,954 and is included in initial expenses.

7. Above / Below Market Acquired Charters

The fair value of the time and the bareboat charters attached to the vessels representing the difference between the time and the bareboat charter rates at which the vessels were fixed and the market rates for comparable charters as determined by reference to market data on the acquisition dates were recorded as “Above market acquired charters” under other non-current assets or “Below market acquired charters” under long-term liabilities in the unaudited condensed consolidated balance sheet as of the acquisition dates, respectively.

Above and below market acquired time and bareboat charters are amortized or accreted using the straight-line method over the remaining period of the time and bareboat charters acquired as a reduction or addition to time and bareboat charter revenues. For the nine-month periods ended September 30, 2025, and 2024 such amortization to time and bareboat charter revenues for the above market acquired time and bareboat charters amounted to $26,205 and $22,383, respectively. For the nine-month periods ended September 30, 2025, and 2024 such accretion to time and bareboat charter revenues for the below market acquired time and bareboat charters amounted to $10,170 and $11,016, respectively.

The following table presents an analysis of above / below market acquired charters:

 

    Above market acquired charters     Below market acquired charters  

Carrying amount as at January 1, 2025

  $ 101,574     $ (75,659
 

 

 

   

 

 

 

(Amortization) / accretion

    (26,205     10,170  
 

 

 

   

 

 

 

Carrying amount as at September 30, 2025

  $ 75,369     $ (65,489
 

 

 

   

 

 

 

As of September 30, 2025, the remaining carrying amount of unamortized above / below market acquired time and bareboat charters will be amortized / accreted in future years as follows:

 

For the twelve-month period ending
September 30,

   Above market acquired charters      Below market acquired charters  

2026

   $ 32,658      $ (13,512

2027

     7,451        (13,512

2028

     7,471        (13,549

2029

     7,451        (13,512

2030

     7,451        (4,898

Thereafter

     12,887        (6,506
  

 

 

    

 

 

 

Total

   $ 75,369      $ (65,489
  

 

 

    

 

 

 

 

F-8


Table of Contents

Capital Clean Energy Carriers Corp.

Notes to the Unaudited Condensed Consolidated Financial Statements

(In thousands of United States Dollars except number of shares and net income per share)

 

8. Long-Term Debt

Long-term debt consists of the following credit facilities, sale and lease back agreements and unsecured bonds, collectively the “financing arrangements”. As of September 30, 2025 and December 31, 2024, the following amounts were outstanding under the Company’s financing arrangements:

 

          As of September
30, 2025
     As of December
31, 2024
    

Rate of interest

   Credit facilities         

(i)

  

Issued in June 2023 maturing in June 2031 (the “2023 credit facility”)

     85,938        90,625      Margin + SOFR

(ii)

  

Issued in January 2024 maturing in December 2030 (the “2024 – LNG/C Axios II credit facility ”)

     172,500        180,000      Margin + SOFR

(iii)

  

Issued in June 2024 maturing in June 2031 (the “2024 – LNG/C Aktoras credit facility”)

     223,750        233,500      Margin + SOFR

(iv)

  

Issued in June 2024 maturing in June 2031 (the “2024 – LNG/C Aristidis I credit facility”)

     145,312        151,125      Margin + SOFR

(v)

  

Sale and lease back agreements

        
  

Assumed in September 2021 maturing in June 2030 (the “2021 Bocomm”)

     113,576        118,216      Margin + SOFR

(vi)

  

Assumed in September 2021 maturing in November 2029 (the “2021 Bocomm”)

     108,786        113,210      Margin + SOFR

(vii)

  

Assumed in November 2021 maturing in July 2036 (the “2021 Shin Doun”)

     119,504        124,376      Fixed rate

(viii)

  

Issued in December 2022 maturing in January 2031 (the “2022 Jolco”)

     97,126        100,273      ($64,726: Margin + SOFR, $32,400: Fixed rate)

(ix)

  

Issued in February 2023 maturing in February 2033 (the “2023 CMBFL – LNG/C”)

     162,125        168,687      Margin + SOFR

(x)

  

Assumed in December 2023 maturing in October 2033 (the “2023 CMBFL – LNG/C AMI”)

     157,632        174,212      Margin + SOFR

(xi)

  

Issued in May 2024 maturing in May 2032 (the “2023 – LNG/C Assos Jolco”)

     229,148        236,079      ($187,748: Margin + SOFR, $41,400: Fixed rate)

(xii)

  

Issued in July 2024 maturing in July 2032 (the “2024 – LNG/C Apostolos Jolco”)

     228,928        235,870      ($187,528: Margin + SOFR, $41,400: Fixed rate)

(xiii)

  

Issued in August 2024 maturing in July 2031 (the “2024 Bocomm – LNG/C Attalos”)

     152,083        158,780      Margin + SOFR

(xiv)

  

Issued in August 2024 maturing in July 2031 (the “2024 Bocomm – LNG/C Asklipios”)

     152,083        158,780      Margin + SOFR
   Unsecured Bonds         

(xv)

  

Issued in October 2021 maturing in October 2026 (the “2021 Bonds”)

     175,398        156,136      Fixed rate

(xvi)

  

Issued in July 2022 maturing in July 2029 (the “2022 Bonds”)

     116,932        104,091      Fixed rate
     

 

 

    

 

 

    
  

Total long-term debt

     2,440,821        2,503,960     
     

 

 

    

 

 

    
  

Less: Deferred financing costs

     16,708        19,306     
     

 

 

    

 

 

    
  

Total long-term debt, net

     2,424,113        2,484,654     
     

 

 

    

 

 

    
  

Less: Current portion of long-term debt

     128,263        127,118     
     

 

 

    

 

 

    
  

Add: Current portion of deferred financing costs

     3,969        3,920     
     

 

 

    

 

 

    
  

Long-term debt, net

   $ 2,299,819      $ 2,361,456     
     

 

 

    

 

 

    

 

F-9


Table of Contents

Capital Clean Energy Carriers Corp.

Notes to the Unaudited Condensed Consolidated Financial Statements

(In thousands of United States Dollars except number of shares and net income per share)

 

8. Long-Term Debt – Continued

Details of the Company’s financing arrangements are discussed in Note 8 of the Company’s Consolidated Financial Statements for the year ended December 31, 2024.

On September 30, 2025, the vessel-owning companies of two LCO2 – HMG/C currently under construction, entered into a new credit facility, the “2025 – LCO2 Active, Alkimos credit facility”. The Company is acting as a parent guarantor. The following table presents an analysis of the main terms of the credit facility:

 

Vessel

  Financing
Amount
    Financing
Amount if long
term employment
secured
    Quarterly
Instalment
    Quarterly
Instalment if
long term
employment
secured
    Balloon     Balloon if long
term
employment
secured
    Duration
in years
 

Purpose

LCO2 – HMG/C Active

LCO2 – HMG/C Alkimos

  $ 101,702     $ 117,349     $ 1,338     $ 1,544     $ 37,469     $ 43,234     12   partially financing the delivery from the shipyard

On August 13, 2025, the vessel-owning companies of six MG/Cs currently under construction, entered into six separate sale and lease back agreements with subsidiaries of the CMB Financial Leasing Co., Ltd (“CMBFL”), the “2025 CMBFL - MG/C”. The Company is acting as a parent guarantor. The following table presents an analysis of the main terms of the sale and leaseback agreements:

 

Vessel

  Financing
Amount
    Financing
Amount if long
term employment
secured
    Quarterly
Instalment
    Quarterly
Instalment
if long term
employment
secured
    Purchase
Obligation
    Purchase
Obligation
if long term
employment
secured
    Duration
in years
 

Purpose

MG/C Aristogenis

  $ 54,670     $ 66,385     $ 683     $ 830     $ 35,536     $ 43,150     7   partially financing the delivery from the shipyard

MG/C Aridaios

    54,670       66,385       683       830       35,536       43,150     7   partially financing the delivery from the shipyard

MG/C Aratos

    54,670       66,385       683       830       35,536       43,150     7   partially financing the delivery from the shipyard

MG/C Agenor

    54,670       66,385       683       830       35,536       43,150     7   partially financing the delivery from the shipyard

MG/C Andrianos

    45,726       55,525       572       694       29,722       36,091     7   partially financing the delivery from the shipyard

MG/C Anios

    45,726       55,525       572       694       29,722       36,091     7   partially financing the delivery from the shipyard

On June 26, 2025, the vessel-owning companies of two LCO2 – HMG/C currently under construction, entered into a new credit facility, the “2025 - LCO2 Amadeus, Athenian credit facility”. The Company is acting as a parent guarantor. The following table presents an analysis of the main terms of the credit facility:

 

Vessel

  Financing
Amount
    Financing
Amount if
long term
employment
secured
    Quarterly
Instalment
    Quarterly
Instalment
if long term
employment
secured
    Balloon     Balloon if
long term
employment
secured
    Duration
in years
 

Purpose

LCO2 – HMG/C Amadeus

LCO2 – HMG/C Athenian

  $ 101,702     $ 117,349     $ 1,271     $ 1,467     $ 76,277     $ 88,011     5   partially financing the delivery from the shipyard

During the nine-month period ended September 30, 2025, the Company repaid the amount of $95,242, in line with the amortization schedule of its financing arrangements.

For the nine-month periods ended September 30, 2025, and 2024, the Company recorded interest expense net of capitalized interest of $80,211 and $93,647 (Note 6), respectively and the weighted average interest rate of the Company’s financing arrangements was 5.2% and 6.6%, respectively.

As of September 30, 2025, the required annual payments to be made subsequently to September 30, 2025, are as follows:

 

For the twelve-month period ending September 30,

   Amount  

2026

   $ 128,263  

2027

     292,225  

2028

     114,241  

2029

     233,148  

2030

     280,202  

Thereafter

     1,392,742  
  

 

 

 

Total

   $ 2,440,821  
  

 

 

 

 

F-10


Table of Contents

Capital Clean Energy Carriers Corp.

Notes to the Unaudited Condensed Consolidated Financial Statements

(In thousands of United States Dollars except number of shares and net income per share)

 

8. Long-Term Debt – Continued

All the Company’s sale and leaseback agreements were classified as financing arrangements because they include various purchase options retained by the Company commencing from the first-year anniversary and either an obligation or an option to acquire each vessel at expiration at a predetermined price, precluding the transfer of control over the vessels. The Company’s credit facilities and sale and lease back agreements contain customary ship finance covenants, including restrictions on changes in management and ownership of the mortgaged vessels, the incurrence of additional indebtedness and the mortgaging of vessels and requirements such as that the ratio of EBITDA to net interest expenses be no less than 2:1, a minimum cash requirement of $500 per vessel, as well as that the ratio of net total indebtedness to the total assets of the Company adjusted for the market value of the fleet not exceed 0.75:1. The Company’s financing arrangements also contain a collateral maintenance requirement under which the aggregate fair market value of the collateral vessels should not be less than 120% of the outstanding amount under the 2023 credit facility and the 2024 – LNG/C Aristidis I credit facility, 111% of the outstanding amount under the 2021 Bocomm, the 2024 Bocomm – LNG/C Asklipios and the 2024 Bocomm – LNG/C Attalos and 110% of the outstanding amount under the 2023 CMBFL - LNG/C AMI, the 2023 CMBFL - LNG/C, the 2024 – LNG/C Aktoras credit facility and the 2024 – LNG/C Axios II credit facility. Also, the vessel-owning companies may pay dividends or make distributions only when no event of default has occurred and the payment of such dividend or distribution has not resulted in a breach of any of the financial covenants. In addition, the 2022 and 2021 Bonds contain requirements such as that the ratio of EBITDA to net interest expenses be no less than 2:1, a restricted cash requirement and that the ratio of net total indebtedness to the total assets of the Company adjusted for the market value of the fleet not exceed 0.75:1. In addition, the 2022 and 2021 Bonds require that:

 

   

the Company maintain a pledged Debt Service Reserve Account (“DSRA”) with a minimum balance of €100,000;

 

   

the Company deposit to the DSRA 50% of any cash disbursements to shareholders (e.g., dividends) exceeding $20,000 per annum, capped at 1/3 of the par value of the 2022 and 2021 Bonds outstanding at the time; and

 

   

if the Company’s Market Value Adjusted Net Assets (“MVAN”) falls below $300,000 then to deposit to the DSRA the difference between the MVAN and the $300,000 (capped to 1/3 of the par value of the 2022 and 2021 Bonds outstanding).

The Company’s credit facilities and sale and lease back agreements include a general assignment of the earnings, insurances and requisition compensation of the respective collateral vessel or vessels. They also require additional security, such as pledge and charge on current accounts and mortgage interest insurance.

As of September 30, 2025, and December 31, 2024, the Company was in compliance with all financial debt covenants.

As of September 30, 2025, the Company had maximum undrawn amount under its financing arrangements of $611,288.

9. Derivative Instruments

In connection with the issuance of the 2022 Bonds and the 2021 Bonds (Note 8), the Company entered into certain cross-currency swap agreements to manage the related foreign currency exchange risk by effectively converting the fixed-rate, Euro-denominated Bonds, including the semi-annual interest payments for the period from July 26, 2022 to July 26, 2029 and from October 21, 2021 to October 21, 2025, respectively to fixed-rate, U.S. Dollar-denominated debt. The economic effect of the swap agreements is to eliminate the uncertainty of the cash flows in U.S. Dollars associated with the issuance of the 2022 Bonds and the 2021 Bonds by fixing the principal amount of the 2022 Bonds and the 2021 Bonds, with a fixed annual interest rate. The cross-currency swap agreement related to the 2022 Bonds was designated as an accounting hedge.

Derivative instruments not designated as hedges are not speculative and are used to manage the Company’s exposure to identified risks but do not meet the strict hedge accounting requirements and/or the Company has not elected to apply hedge accounting. Changes in the fair value of derivatives not designated in hedging relationships are recorded directly in the unaudited condensed consolidated statements of comprehensive income. Changes in the fair value of derivatives designated as accounting hedges are recorded in the unaudited condensed consolidated statements of other comprehensive income (effective portion), until the hedged item is recognized in the unaudited condensed consolidated statements of comprehensive income.

The following table summarizes the terms of the cross-currency swap agreements and their respective fair value as of September 30, 2025.

Derivative Asset:

 

Effective Date    Termination Date    Notional Amount
in thousands of
EUROS
     Notional Amount
in United States
Dollars
     Fixed Rate the
Company receives
in EURO
    Fixed Rate the
Company pays in
United States
Dollars
    Fair Value
September 30,
2025, in United
States Dollars
 

26/07/2022

   26/07/2029      100,000        101,800        4.40     6.55   $ 14,265  

21/10/2021

   21/10/2025      120,000        139,716        2.65     3.66     1,470  

21/10/2021

   21/10/2025      30,000        34,929        2.65     3.69     321  
           

 

 

   

 

 

 
              Total Fair Value     $ 16,056  
           

 

 

   

 

 

 

The fair value of the cross-currency swap agreements is presented net of accrued interest expense which is recorded in “Accrued liabilities” in the unaudited condensed consolidated balance sheets.

 

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Table of Contents

Capital Clean Energy Carriers Corp.

Notes to the Unaudited Condensed Consolidated Financial Statements

(In thousands of United States Dollars except number of shares and net income per share)

 

9. Derivative Instruments - Continued

The following tables summarize the effect of the cross-currency swap agreements for the nine-month periods ended September 30, 2025 and 2024:

 

   

Derivative designated as accounting hedge

 

     For the nine-month periods
ended September 30,
 

Amount of loss recognized in other comprehensive loss

   2025      2024  

Amount of loss recognized in other comprehensive income

     

Cross-currency swap agreement related to 2022 Bonds

   $ 11,271      $ (899

Reclassification to other (expense) / income, net

     (11,576      535  
  

 

 

    

 

 

 

Total loss recognized in accumulated other comprehensive income

   $ (305    $ (364
  

 

 

    

 

 

 

The estimated net expense that is expected to be reclassified within the next 12 months, from Accumulated Other Comprehensive Loss to earnings in respect of the settlements on cross-currency swap agreements designated as accounting hedge, amounts to $1,496.

 

   

Derivatives not designated as accounting hedges:

 

     For the nine-month
periods ended
September 30,
 
     2025      2024  

Amount of gain / (loss) recognized in other income, net

     

Change in fair value of derivatives related to 2021 Bonds

   $ 19,905      $ 578  

Realized interest expense of derivatives related to 2021 Bonds

     (1,426      (1,577
  

 

 

    

 

 

 

Total gain / (loss) recognized in other income, net

   $ 18,479      $ (999
  

 

 

    

 

 

 

10. Financial Instruments

(a) Fair value of financial instruments

Cash and cash equivalents, restricted cash and other assets and liabilities.

The carrying value of cash and cash equivalents and restricted cash, are considered Level 1 items as they represent liquid assets with short-term maturities. Trade receivables, amounts due to related parties, trade accounts payable and accrued liabilities approximate their fair value.

Long-term debt

The fair value of variable rate long-term debt (Note 8) approximates the recorded value, due to its variable interest being based on the SOFR rates and due to the fact that the lenders have the ability to pass on their funding cost to the Company under certain circumstances, which reflects their current assessed risk. The terms of the Company’s loans are similar to those that could be procured as of September 30, 2025. SOFR rates are observable at commonly quoted intervals for the full term of the loans and hence bank loans are considered Level 2 items in accordance with the fair value hierarchy.

The fair value of the fixed rate long-term debt (Note 8 ((vii), (viii), (xi) and (xii))) as of September 30, 2025, was approximately $233,637 (carrying value: $234,704) and was determined by using Level 2 inputs being the discounted expected cash flows of the outstanding amount.

The 2022 Bonds and the 2021 Bonds (Note 8 ((xv) and (xvi))) have a fixed rate, and their estimated fair values as of September 30, 2025, were determined through Level 1 inputs of the fair value hierarchy (quoted price under the ticker symbols CPLPB1 and CPLPB2 on Athens Stock Exchange) and were approximately $295,369 (carrying value: $292,330).

Derivative instruments

As of September 30, 2025:

Items Measured at Fair Value on a recurring Basis - Fair Value Measurements

Recurring Measurements:

   September 30,
2025
     Quoted prices in active
markets for identical
assets (Level 1)
     Significant other
Observable inputs
(Level 2)
     Unobservable
Inputs (Level 3)
 

Cross Currency SWAP (100,000) - asset position

   $ 14,265      $ —       $ 14,265      $ —   

Cross Currency SWAP (120,000) – asset position

     1,470        —         1,470        —   

Cross Currency SWAP (30,000) – asset position

     321        —         321        —   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 16,056      $ —       $ 16,056      $ —   
  

 

 

    

 

 

    

 

 

    

 

 

 

The fair value (Level 2) of cross-currency swap derivative agreements is the present value of the estimated future cash flows that the Company would receive or pay to terminate the agreements at the balance sheet date, taking into account, as applicable, current interest rates, foreign exchange rates and the credit worthiness of both us and the derivative counterparty. This line item is presented in “Derivative assets” in the unaudited condensed consolidated balance sheets.

There were no Level 3 items.

 

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Table of Contents

Capital Clean Energy Carriers Corp.

Notes to the Unaudited Condensed Consolidated Financial Statements

(In thousands of United States Dollars except number of shares and net income per share)

 

10. Financial Instruments - Continued

(b) Concentration of credit risk

Financial instruments which potentially subject the Company to significant concentrations of credit risk consist principally of cash and cash equivalents and trade accounts receivable. The Company places its cash and cash equivalents, consisting mostly of deposits, with a limited number of creditworthy financial institutions rated by qualified rating agencies. Most of the Company’s revenues were derived from a few charterers.

For the nine-month period ended September 30, 2025, the following charterers accounted for more than 10% of the Company’s revenues.

 

    As of September 30, 2025  

BP Gas Marketing Limited (“BP”)

    17

Bonny Gas Transport Limited (“BGT”)

    16

Cheniere Marketing International LLP (“Cheniere”)

    13

Qatarenergy Trading LLC (“Qatarenergy”)

    10

Hartree Partners Power & Gas Company (UK) Limited (“Hartree”)

    10

11. Shareholders’ Equity

As of September 30, 2025, the Company’s capital structure was comprised of the following shares:

 

     As of September 30, 2025      As of December 31, 2024  

Common shares

     59,082,322        58,387,313  

Treasury shares

     1,221,061        1,551,061  
  

 

 

    

 

 

 

Total Company’s shares

     60,303,383        59,938,374  
  

 

 

    

 

 

 

In January 2024, the board of directors adopted an amended and restated Compensation Plan (the “Plan”) and reserved for issuance a maximum number of 3,300,000 restricted common shares. On January 25, 2024, 1,100,000 common shares of the 3,300,000 restricted common shares were issued and recognized under treasury shares. On January 28, 2025, the Company transferred 330,000 shares vested in 2024, from treasury shares to common shares.

On January 27, 2025, the Company entered into an open market sales agreement (the “Sales Agreement”) with Jefferies LLC (“Jefferies”) under which the Company may sell, from time to time, through Jefferies, as its sales agent, new common shares having an aggregate offering amount of up to $75,000. The open-market sale agreement provides that Jefferies, when it is acting as the Company’s sales agent, will be entitled to compensation of up to 2.5% of the gross sales price of the common shares sold through Jefferies from time to time. During the nine-month period ended September 30, 2025, the Company issued 8,910 new common shares resulting in net proceeds of $196 after the payment of commission to the sales agent, but before offering expenses. During the nine-month period ended September 30, 2025, the Company recognized deferred offering expenses of $487 in connection with the Sales Agreement.

On June 10, 2025, the Company announced that it has implemented a Dividend Reinvestment Plan (the “DRIP”). During the nine-month period ended September 30, 2025, the Company issued 356,099 common shares under the DRIP at the price of $22.85 per share, net of issuance costs. During the nine-month period ended September 30, 2025, the Company recognized deferred expenses of $219 relating to DRIP.

Details of the Company’s Shareholders’ Equity are discussed in Note 14 of the Company’s Consolidated Financial Statements for the year ended December 31, 2024.

During the nine-month periods ended September 30, 2025 and 2024, the Company declared and paid the following distributions to its common shareholders:

 

     During the nine-month period ended
September 30,
 
     2025      2024  

Common shareholders / unitholders

     

Distributions per common share declared

   $ 0.45      $ 0.45  

Common shares distribution

   $ 26,610      $ 24,900  

General partner and incentive distribution rights (“IDR”)

   $ —       $ 155  

 

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Table of Contents

Capital Clean Energy Carriers Corp.

Notes to the Unaudited Condensed Consolidated Financial Statements

(In thousands of United States Dollars except number of shares and net income per share)

 

12. Omnibus Incentive Compensation Plan

In January 2024, the board of directors adopted an amended and restated Plan and reserved for issuance a maximum number of 3,300,000 restricted common shares. On January 25, 2024, 1,100,000 common shares of the 3,300,000 restricted common shares were issued and recognized under treasury shares.

On January 1, 2025, the Company awarded 1,050,000 unvested shares to Employees and Non-Employees with a grant-date fair value of $18.27 per share. Awards granted to certain Employees and Non-Employees will vest in three equal installments.

The unvested shares accrue distributions when declared, which distributions are retained by the custodian of the Plan and remain payable until the vesting date at which time they are paid to the grantee. As of September 30, 2025, the unvested shares accrued $477 of distributions.

There were no forfeitures of awards during the period ended September 30, 2025. The Company estimated the forfeitures of unvested shares to be immaterial.

For the nine-month periods ended September 30, 2025 and 2024 the equity compensation expense included in “General and administrative expenses” in the unaudited condensed consolidated statements of comprehensive income was $4,783 and $4,464, respectively. As of September 30, 2025, the total unrecognized compensation cost related to non-vested awards is $14,401 and is expected to be recognized over a period of 2.3 years. The Company uses the straight-line method to recognize the cost of the awards.

The following table contains details of Company’s plan:

 

     Equity compensation plan  

Unvested Shares

   Shares      Value  

Unvested on January 1, 2025

     —       $ —   

Granted

     1,050,000        19,184  

Vested

     —         —   
  

 

 

    

 

 

 

Unvested on September 30, 2025

     1,050,000      $ 19,184  
  

 

 

    

 

 

 

13. Net Income Per Share

For the nine-month period ended September 30, 2025, basic net income per common share represents net income attributable to common shareholders divided by the weighted average number of common shares outstanding during the measurement period. Diluted net income per common share, if applicable, reflects the potential dilution that could occur upon vesting of our restricted stock awards, resulting in additional shares that would then share in the Company’s net income.

Our restricted stock awards include rights to receive dividends that are subject to the risk of forfeiture if service requirements are not satisfied and therefore, these shares are not considered participating securities and are excluded from the calculation of the weighted average number of common shares outstanding, basic. For the purpose of calculating diluted earnings per share, the weighted average number of diluted shares outstanding includes the incremental shares assumed issued upon vesting of the restricted stock awards in excess of the number of shares assumed to be repurchased with the assumed proceeds, determined in accordance with the treasury stock method. For the nine-month period ended September 30, 2025, incremental shares totaled 228,988. For the nine-month period ended September 30, 2024, the Company excluded the effect of 247,934 non-vested share awards in calculating diluted net income per common share, as they were anti-dilutive.

The Company calculates net income per common share from continuing operations as follows:

 

     For the nine-month periods ended September 30,  

BASIC AND DILUTED

   2025      2024  

Numerators

     

Company’s net income from continuing operations

   $ 86,051      $ 34,616  

Less:

     

General Partner’s interest in Company’s net income

     —         154  

Deemed dividend to General Partner

     —         46,184  

Company’s net income allocable to unvested shares

     —         152  

Net income / (loss) attributable to common shareholders

   $ 86,051      $ (11,874

Denominators

     

Weighted average number of common shares outstanding, basic

     58,791,023        55,323,667  

Weighted average number of common shares outstanding, diluted

     59,020,011        55,323,667  

Net income per common share:

     
  

 

 

    

 

 

 

Basic and Diluted (in United States Dollars)

   $ 1.46      $ (0.22
  

 

 

    

 

 

 

 

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Table of Contents

Capital Clean Energy Carriers Corp.

Notes to the Unaudited Condensed Consolidated Financial Statements

(In thousands of United States Dollars except number of shares and net income per share)

 

14. Commitments and Contingencies

Contingencies

Various claims, suits, 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 charterers, agents, insurance and other claims with suppliers relating to the operations of the Company’s vessels.

The Company accrues the cost of environmental liabilities when management becomes aware that a liability is probable and is able to reasonably estimate the probable exposure.

An estimated loss from a contingency should be accrued by a charge to expense and a liability recorded only if all of the following conditions are met:

 

   

Information available prior to the issuance of the financial statement indicates that it is probable that a liability has been incurred at the date of the financial statements.

 

   

The amount of the loss can be reasonably estimated.

Currently, the Company is not aware of any such claims or contingent liabilities which should be disclosed or for which a provision should be established in the consolidated financial statements.

Commitments

(A) Lease Commitments: Future minimum charter hire receipts, excluding any profit share revenue that may arise, based on non-cancellable time and bareboat charter contracts, as of September 30, 2025, were:

 

For the twelve-month period ending September 30,

   Amount  

2026

   $ 378,949  

2027

     374,190  

2028

     442,996  

2029

     425,922  

2030

     405,794  

Thereafter

     928,645  
  

 

 

 

Total

   $ 2,956,496  
  

 

 

 

(B) Vessels Under Construction Commitments: As of September 30, 2025, the Company had outstanding commitments relating to acquisitions of vessels and vessels under construction amounting to $489,300 and $1,277,672, respectively which will be financed through the issuance of debt and cash at hand (Notes 5, 6).

The following table contains details of acquisition of vessels and vessels under construction commitments:

 

For the twelve-month period ending September 30,

   Vessels’ acquisitions      Vessels under construction      Total  

2026

   $ 244,000      $ 601,006      $ 845,006  

2027

     245,300        676,666        921,966  
  

 

 

    

 

 

    

 

 

 

Total

   $ 489,300      $ 1,277,672      $ 1,766,972  
  

 

 

    

 

 

    

 

 

 

(C) Supervision Services Commitments: As of September 30, 2025, the Company had outstanding commitments relating to supervision services agreements for vessels under construction, amounting to $4,200 (Notes 5, 6).

The following table contains details of supervision services commitments:

 

For the twelve-month period ending September 30,

   Amount  

2026

   $ 2,083  

2027

     2,117  
  

 

 

 

Total

   $ 4,200  
  

 

 

 

15. Subsequent Events

(A) Dividends: On October 22, 2025, the Board of Directors of the Company declared a cash dividend per share of $0.15 for the second quarter of 2025 payable on November 13, 2025, to shareholders of record on November 3, 2025.

 

F-15