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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________
 
FORM 8-K
CURRENT REPORT
 
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934 
 
Date of Report (Date of earliest event reported): November 6, 2025  
 
PANGAEA LOGISTICS SOLUTIONS LTD.
(Exact Name of Registrant as Specified in Charter)
 
Bermuda 001-36798 98-1205464
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
 
c/o Phoenix Bulk Carriers (US) LLC
109 Long Wharf, Newport, Rhode Island 02840
(Address of Principal Executive Offices) (Zip Code)
 
(401) 846-7790
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))
 
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of exchange on which registered
Common Stock PANL Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



Item 2.02 Results of Operations and Financial Condition.

On November 6, 2025, the Company issued a press release announcing financial results for the three months ended September 30, 2025. The press release is furnished as Exhibit 99.1, and the Quarterly Investor Presentation is furnished as Exhibit 99.2.
 
The information contained in, or incorporated into, this Current Report on Form 8-K is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities under that section, nor shall it be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in any such filing.

Item 9.01 Financial Statements and Exhibits.
 
(d)Exhibits
Exhibit Description
 
99.1    November 6, 2025 press release entitled "Pangaea Logistics Solutions Ltd. Reports Third Quarter 2025 Financial Results" (furnished pursuant to Item 2.02)

99.2    Q3 2025 Investor Presentation of Pangaea Logistics Solutions Ltd. dated November 6, 2025

104    Cover Page Interactive Data File ( embedded within Inline XBRL document)





SIGNATURE
 
 
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 hereunto duly authorized.
 
Dated: November 6, 2025
  PANGAEA LOGISTICS SOLUTIONS LTD.
   
  By:  /s/ Gianni Del Signore
    Name: Gianni Del Signore
Title: Chief Financial Officer
 
 


EX-99.1 2 q32025earningspressrelease.htm EX-99.1 Document

Pangaea Logistics Solutions Ltd. Reports Financial Results for the Third Quarter Ended September 30, 2025
NEWPORT, RI - November 6, 2025 - Pangaea Logistics Solutions Ltd. (“Pangaea” or the “Company”) (Nasdaq: PANL), a global provider of comprehensive maritime logistics solutions, announced today its results for the three months ended September 30, 2025.
THIRD QUARTER 2025 RESULTS

•GAAP net income attributable to Pangaea of $12.2 million, or $0.19 per share
•Adjusted net income attributable to Pangaea of $11.2 million, or $0.17 per share
•Adjusted EBITDA of $28.9 million
•Operating cash flow of $28.6 million
•Time Charter Equivalent ("TCE") rates earned by Pangaea of $15,559 per day
•Pangaea’s TCE rates exceeded the average Baltic Panamax, Supramax, and Handysize indices by 10%
•Declared quarterly cash dividend of $0.05 per common share
•Entered into a memorandum of agreement in October 2025 to sell the 2005-built Bulk Freedom for $9.6 million.

For the three months ended September 30, 2025, Pangaea reported non-GAAP adjusted net income of $11.2 million, or $0.17 net income per share, on total revenue of $168.7 million. Third quarter TCE rates decreased 5% on a year-over-year basis, while total shipping days, which include both voyage and time charter days, increased 22% to 5,872 days. The increase in shipping days relative to the year-ago period was primarily attributable to the acquisition of fifteen handy-sized vessels, which was completed at the end of the fourth quarter of 2024.

The TCE earned was $15,559 per day for the three months ended September 30, 2025, compared to an average of $16,324 per day for the same period in 2024. During the third quarter ended September 30, 2025, the Company’s average TCE rate exceeded the benchmark average Baltic Panamax, Supramax, and Handysize indices by 10%, supported by Pangaea’s long-term contracts of affreightment ("COAs"), specialized fleet, and cargo-focused strategy.

Total Adjusted EBITDA increased by 20.3% to $28.9 million in the third quarter of 2025, compared to the prior-year period. Total Adjusted EBITDA margin was 17.1% during the third quarter of 2025, compared to 15.7% during the prior year period. This improvement primarily reflects a 22% increase in shipping days with a 13% decrease in voyage expenses on a per day basis.

As of September 30, 2025, the Company had $94.0 million in unrestricted cash and cash equivalents. Total debt, including finance lease obligations was $386.3 million. During the three months ending September 30, 2025, the Company repaid $7.2 million in finance leases and $4.1 million in long term debt, and received $18 million from financing obligations related to the successful financings of the Strategic Spirit and Strategic Vision. In addition the Company paid $3.2 million in dividends, and repurchased $1.0 million of its common stock.

The Company’s Board of Directors also declared a quarterly cash dividend of $0.05 per common share, payable on December 15, 2025, to all shareholders of record as of December 1, 2025.

MANAGEMENT COMMENTARY

"We delivered strong results in the third quarter of 2025, with Adjusted EBITDA up 20%, demonstrating the leverage in our model. This growth was supported by solid Arctic trade activity, robust utilization across our niche ice-class fleet, and the stability of our long-term COAs," stated Mark Filanowski, Chief Executive Officer of Pangaea Logistics Solutions. "Our differentiated business model, expanded fleet, and niche ice-class vessel fleet, drove TCE rates 10% above the market, fueling a strong improvement in profitability year-over-year."

“Dry bulk fundamentals remain stable, with growing demand for the minor bulks we serve, supporting market pricing amid normal seasonality and tariff-related uncertainties," Filanowski added. "Looking ahead, we continue to see a favorable medium-term dry bulk environment, supported by limited vessel supply and regulatory-driven constraints on global capacity. As we enter the fourth quarter, we executed 4,210 shipping days at an average TCE of $17,107 per day, reflecting continued Arctic activity early in the quarter and a return to normal seasonal patterns."

"During the third quarter, we successfully completed the sale of the Strategic Endeavor for $7.7 million and have entered into an agreement to sell the Bulk Freedom for $9.6 million in the fourth quarter, which is expected to generate a gain of approximately $2.7 million. These transactions reflect the continuation of our fleet renewal strategy. In addition to these efforts, we are advancing strategic growth investments across our terminal operations, with new activities underway at Aransas, Pascagoula and Lake Charles, and operations at Tampa on track to launch in early 2026. We remain focused on disciplined capital allocation to maintain balance sheet flexibility and sustain a return of capital to shareholders. At the end of the quarter, our liquidity remained strong with over $94 million in cash, and looking forward we remain committed to continuing a consistent return of capital through quarterly dividends and share repurchases.”




STRATEGIC UPDATE

Pangaea remains committed to developing a leading dry bulk logistics and transportation services company of scale, providing its customers with specialized shipping and supply chain and logistics offerings in commodity and niche markets that drive premium returns measured in time charter equivalent per day.

Leverage integrated shipping and logistics model. Pangaea continues to leverage its integrated shipping and logistics model to deliver value across the supply chain. In addition to operating the world’s largest high ice-class dry bulk fleet of Panamax and post-Panamax vessels, the Company provides stevedoring services and maintains robust port and terminal operations capabilities. Following the successful completion of the SSI acquisition in late 2024, Pangaea is focused on integrating the newly acquired handy-size fleet and utilizing these vessels to complement and expand its terminal services and stevedoring operations. This integration strengthens our ability to offer end-to-end solutions and enhances operational flexibility for customers. The Company is also advancing its organic growth initiatives to scale its terminal operations business. Key projects include the expansion at the Port of Tampa and the launch of new operations at the Ports of Aransas, Texas; Lake Charles, Louisiana; and Pascagoula, Mississippi. Operations at Pascagoula have commenced, activities at Aransas and Lake Charles are now underway, and Tampa remains on track for early 2026. These investments position Pangaea to capture growing demand for integrated logistics services and reinforce our commitment to long-term growth.

Continue to drive strong fleet utilization. Pangaea delivered strong fleet utilization during the third quarter, supported by robust demand across key Arctic trade routes. The Company’s owned fleet of 40 vessels operated at high efficiency, supplemented by an average of 24 chartered-in vessels to fulfill cargo and COA commitments. Following the successful integration of the recently acquired handy-size fleet, Pangaea remains focused on optimizing utilization across its expanded platform and enhancing flexibility to meet the evolving needs of its customers.

Continue to upgrade fleet, while divesting older, non-core assets. Pangaea continues to execute its disciplined fleet renewal strategy, selectively investing in modern assets to maximize TCE performance, comply with evolving regulatory standards, and meet customer cargo requirements on demand. During the third quarter, the Company completed the sale of Strategic Endeavor for $7.7 million. In October 2025, Pangaea entered into an agreement to sell the Bulk Freedom for $9.6 million. Built in 2005, Bulk Freedom is the oldest vessel in the fleet, and its divestiture underscores our commitment to maintaining a modern, efficient platform. Delivery to the buyer is expected in the fourth quarter of 2025.

THIRD QUARTER 2025 CONFERENCE CALL

The Company’s management team will host a conference call to discuss the Company’s financial results on Friday, November 7, 2025 at 8:00 a.m., Eastern Time (ET). Accompanying presentation materials will be available in the Investor Relations section of the Company’s website at https://www.pangaeals.com/investors/.

To participate in the live teleconference:

Domestic Live: 1-833-316-1983
International Live: 1-785-838-9310
Conference ID: PANLQ325

To listen to a replay of the teleconference, which will be available through November 14, 2025:

Domestic Replay: 1-800-839-5492
International Replay: 1-402-220-2251







Pangaea Logistics Solutions Ltd.
Unaudited Interim Condensed Consolidated Statements of Operations

Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
Revenues:
Voyage revenue $ 155,271,263  $ 145,119,752  $ 411,199,808  $ 356,506,043 
Charter revenue 9,297,988  4,860,376  26,141,128  23,738,200 
Port terminal & stevedore revenue 4,100,581  3,134,936  10,820,224  9,117,226 
Total revenues, net 168,669,832  153,115,064  448,161,160  389,361,469 
Expenses:
Voyage expense 73,207,858  71,539,649  211,296,953  169,805,168 
Charter hire expense 33,882,493  36,511,251  82,946,578  96,339,176 
Vessel operating expense 21,736,050  13,884,629  67,289,191  41,289,813 
   Terminal & Stevedore Expenses 3,134,159  2,417,374  8,371,820  7,324,959 
General and administrative 9,881,730  6,041,857  24,328,063  18,349,556 
Depreciation and amortization 10,213,995  7,719,083  30,734,970  22,609,231 
Gain on sale of vessel and equipment (308,685) —  (308,685) — 
Total expenses 151,747,600  138,113,843  424,658,890  355,717,903 
Income from operations 16,922,232  15,001,221  23,502,270  33,643,566 
Other income (expense):  
Interest expense (5,911,863) (4,702,101) (18,086,062) (12,365,614)
Interest income 356,862  893,879  1,092,887  2,434,325 
Income attributable to non-controlling interest recorded as long-term liability interest expense
—  274,326  —  (420,826)
Unrealized gain (loss) on derivative instruments, net 665,790  (5,961,224) (451,602) (1,804,388)
Other income 954,492  551,021  1,831,280  1,229,193 
Total other expense, net (3,934,719) (8,944,099) (15,613,497) (10,927,310)
Net income 12,987,513  6,057,122  7,888,773  22,716,256 
Income attributable to non-controlling interests (779,185) (946,082) (403,438) (2,248,265)
Net income attributable to Pangaea Logistics Solutions Ltd. $ 12,208,328  $ 5,111,040  $ 7,485,335  $ 20,467,991 
Earnings per common share:
Basic $ 0.19  $ 0.11  $ 0.12  $ 0.45 
Diluted $ 0.19  $ 0.11  $ 0.12  $ 0.45 
Weighted average shares used to compute earnings per common share:
Basic 63,729,227  45,279,813  63,901,455  45,257,462 
Diluted 64,823,069  46,011,402  65,009,188  45,947,548 



Pangaea Logistics Solutions Ltd.
Unaudited Interim Condensed Consolidated Balance Sheets
September 30, 2025 December 31, 2024
Assets
Current assets
Cash and cash equivalents $ 94,020,373  $ 86,805,470 
Accounts receivable (net of allowance of $5,700,641 and $5,492,901 at September 30, 2025 and December 31, 2024, respectively) 45,566,001  42,370,830 
Inventories 36,137,876  32,848,241 
Advance hire, prepaid expenses and other current assets 30,258,855  29,969,352 
Vessel held for sale 6,639,652  — 
Total current assets 212,622,757  191,993,893 
Restricted cash 269,610  — 
Fixed assets, net 683,944,545  707,826,328 
Right of use assets, net 27,405,780  28,771,531 
Goodwill 3,104,800  3,104,800 
Other non-current Assets 4,798,137  4,760,529 
Total assets $ 932,145,629  $ 936,457,081 
Liabilities and stockholders' equity
Current liabilities
Accounts payable, accrued expenses and other current liabilities $ 64,240,121  $ 46,581,567 
Affiliated companies payable 272,916  1,181,015 
Deferred revenue 18,288,146  15,447,488 
Current portion of secured long-term debt 16,696,990  16,576,195 
Current portion of financing obligations 27,746,924  25,267,105 
Current portion of finance lease liabilities 2,536,458  2,843,750 
Dividend payable 1,143,501  1,210,991 
Total current liabilities 130,925,056  109,108,111 
Non current liabilities
Secured long-term debt, net 100,683,757  112,720,545 
Financing obligations, net 226,339,082  229,529,792 
Long-term liabilities - other 8,637,411  10,434,298 
Total non current liabilities 335,660,250  352,684,635 
Stockholders' equity:
Common stock, $0.0001 par value, 100,000,000 shares authorized; 65,176,619 shares issued and outstanding at September 30, 2025; 64,961,433 shares issued and outstanding at December 31, 2024
6,520  6,498 
Additional paid-in capital 256,663,813  258,659,972 
Retained earnings 163,591,591  169,155,149 
Total Pangaea Logistics Solutions Ltd. equity 420,261,924  427,821,619 
Non-controlling interests 45,298,399  46,842,716 
Total stockholders' equity 465,560,323  474,664,335 
Total liabilities and stockholders' equity $ 932,145,629  $ 936,457,081 


Pangaea Logistics Solutions, Ltd.
Unaudited Interim Condensed Consolidated Statements of Cash Flows


Nine Months Ended September 30,
2025 2024
Operating activities
Net income $ 7,888,773  $ 22,716,256 
Adjustments to reconcile net income to net cash provided by operations:  
Depreciation and amortization expense 30,734,970  22,609,231 
Amortization of deferred financing costs 875,279  739,522 
Amortization of prepaid rent 88,652  91,399 
Unrealized (gain) loss on derivative instruments 451,602  1,804,388 
Income from equity method investee (1,831,280) (1,445,750)
Earnings attributable to non-controlling interest recorded as other long-term liability —  420,826 
Provision for doubtful accounts 1,173,862  1,671,197 
Gain on sale of vessel and equipment (308,685) — 
Drydocking costs (13,812,458) (2,999,998)
Share-based compensation 2,695,200  2,313,185 
Change in operating assets and liabilities:
Accounts receivable (4,369,033) 2,563,160 
Inventories (3,289,635) (10,186,517)
Advance hire, prepaid expenses and other current assets (1,968,931) (5,637,302)
Accounts payable, accrued expenses and other current liabilities 17,431,903  11,297,723 
Deferred revenue 2,840,658  450,565 
Net cash provided by operating activities 38,600,877  46,407,885 
Investing activities    
Purchase of vessels, vessel improvements and equipment (5,506,390) (57,690,774)
Proceeds from sale of vessels and equipment 7,859,513  — 
Acquisition of non-controlling interest (2,700,000) — 
Dividends received from equity method investments 3,100,000  510,000 
Contributions to non-consolidated subsidiaries and other investments (842,307) (171,699)
Net cash provided by (used in) investing activities 1,910,816  (57,352,473)
Financing activities
Proceeds from long-term debt —  64,150,000 
Payments of financing fees and issuance costs (45,000) (1,228,714)
Payments of long-term debt (12,417,854) (28,963,663)
Proceeds from financing obligation 18,000,000  8,000,000 
Payments of financing obligations (19,114,844) (16,375,107)
Payments of finance leases (2,132,813) (2,278,675)
Dividends paid to non-controlling interests (2,199,676) (2,333,334)
Cash dividends paid (13,125,656) (13,944,264)
Payments to repurchase ordinary shares (1,991,337) — 
Payments to non-controlling interest —  (2,000,000)
Net cash (used in) provided by financing activities (33,027,180) 5,026,243 
Net change in cash, cash equivalents and restricted cash 7,484,513  (5,918,345)
Cash and cash equivalents at beginning of period 86,805,470  99,037,866 
Cash, cash equivalents, and restricted cash at end of period $ 94,289,983  $ 93,119,521 
Supplemental cash flow information
Cash and cash equivalents $ 94,020,373  $ 93,119,521 
Restricted cash 269,610  — 
Total cash, cash equivalents and restricted cash at end of period $ 94,289,983  $ 93,119,521 


Pangaea Logistics Solutions Ltd.
Reconciliation of Non-GAAP Measures
(unaudited)

Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
Net Transportation and Service Revenue
Gross Profit $ 26,544,737  $ 21,084,541  $ 47,624,288  $ 52,075,557 
Add:
Vessel Depreciation and Amortization 10,164,535  7,677,620  30,632,330  22,526,796 
Net transportation and service revenue $ 36,709,272  $ 28,762,161  $ 78,256,618  $ 74,602,353 
Adjusted EBITDA
Net income 12,987,513  6,057,122  7,888,773  22,716,256 
Interest expense, net 5,555,001  3,808,222  16,993,175  9,931,289 
Income attributable to non-controlling interest recorded as long-term liability interest expense
—  (274,326) —  420,826 
Depreciation and amortization 10,213,995  7,719,083  30,734,970  22,609,231 
Income tax provision (included in Other income) 498,577  108,834  821,416  210,581 
EBITDA $ 29,255,086  $ 17,418,935  $ 56,438,334  $ 55,888,183 
Non-GAAP Adjustments:
Gain on sale of vessel and equipment (308,685) —  (308,685) — 
Share-based compensation 614,419  645,835  2,695,200  2,313,185 
Unrealized gain (loss) on derivative instruments, net (665,790) 5,961,224  451,602  1,804,388 
Adjusted EBITDA $ 28,895,030  $ 24,025,994  $ 59,276,451  $ 60,005,756 
Earnings per common share:
Net income attributable to Pangaea Logistics Solutions Ltd. $ 12,208,328  $ 5,111,040  $ 7,485,335  $ 20,467,991 
Weighted average number of common shares outstanding - basic 63,729,227  45,279,813  63,901,455  45,257,462 
Weighted average number of common shares outstanding - diluted 64,823,069  46,011,402  65,009,188  45,947,548 
Basic net income per share $ 0.19  $ 0.11  $ 0.12  $ 0.45 
Diluted net income per share $ 0.19  $ 0.11  $ 0.12  $ 0.45 
Adjusted EPS
Net income attributable to Pangaea Logistics Solutions Ltd. $ 12,208,328  $ 5,111,040  $ 7,485,335  $ 20,467,991 
Non-GAAP
Add:
Loss on impairment of vessels —  —  —  — 
Loss on sale of vessels (308,685) —  (308,685) — 
Unrealized loss on derivative instruments (665,790) 5,961,224  451,602  1,804,388 
Non-GAAP adjusted net income attributable to Pangaea Logistics Solutions Ltd. $ 11,233,853  $ 11,072,264  $ 7,628,252  $ 22,272,379 
Weighted average number of common shares - basic 63,729,227  45,279,813  63,901,455  45,257,462 
Weighted average number of common shares - diluted 64,823,069  46,011,402  65,009,188  45,947,548 
Adjusted EPS - basic $ 0.18  $ 0.24  $ 0.12  $ 0.49 
Adjusted EPS - diluted $ 0.17  $ 0.24  $ 0.12  $ 0.48 



INFORMATION ABOUT NON-GAAP FINANCIAL MEASURES. As used herein, “GAAP” refers to accounting principles generally accepted in the United States of America. To supplement our consolidated financial statements prepared and presented in accordance with GAAP, this earnings release discusses non-GAAP financial measures, including non-GAAP net revenue and non-GAAP adjusted EBITDA. This is considered a non-GAAP financial measure as defined in Rule 101 of Regulation G promulgated by the Securities and Exchange Commission. Generally, a non-GAAP financial measure is a numerical measure of a company’s historical or future performance, financial position, or cash flows that either excludes or includes amounts that are not normally excluded or included in the most directly comparable measure calculated and presented in accordance with GAAP. The presentation of this non-GAAP financial information is not intended to be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP.

We use non-GAAP financial measures for internal financial and operational decision making purposes and as a means to evaluate period-to-period comparisons of the performance and results of operations of our core business. Our management believes that non-GAAP financial measures provide meaningful supplemental information regarding the performance of our core business by excluding charges that are not incurred in the normal course of business. Non-GAAP financial measures also facilitate management's internal planning and comparisons to our historical performance and liquidity. We believe certain non-GAAP financial measures are useful to investors as they allow for greater transparency with respect to key metrics used by management in its financial and operational decision making and are used by our institutional investors and the analyst community to help them analyze the performance and operational results of our core business.

Gross Profit. Gross profit represents total revenue less net transportation and service revenue and less vessel depreciation and amortization.

Net transportation and service revenue. Net transportation and service revenue represents total revenue less the total direct costs of transportation and services, which includes charter hire, voyage and vessel operating expenses and terminal & stevedore expenses. Net transportation and service revenue is included because it is used by management and certain investors to measure performance by comparison to other logistic service providers. Net transportation and service revenue is not an item recognized by the generally accepted accounting principles in the United States of America, or U.S. GAAP, and should not be considered as an alternative to net income, operating income, or any other indicator of a company's operating performance required by U.S. GAAP. Pangaea’s definition of net transportation and service revenue used here may not be comparable to an operating measure used by other companies.

Adjusted EBITDA and adjusted EPS. Adjusted EBITDA represents net income (or loss), determined in accordance with U.S. GAAP, excluding interest expense, interest income, income taxes, depreciation and amortization, loss on impairment, loss on sale and leaseback of vessels, share-based compensation, other non-operating income and/or expense and other non-recurring items, if any. Earnings per share represents net income divided by the weighted average number of common shares outstanding. Adjusted earnings per share represents net income attributable to Pangaea Logistics Solutions Ltd. plus, when applicable, loss on sale of vessel, loss on sale and leaseback of vessel, loss on impairment of vessel, unrealized gains and losses on derivative instruments, and certain non-recurring charges, divided by the weighted average number of shares of common stock.

There are limitations related to the use of net revenue versus income from operations, adjusted EBITDA versus income from operations, and adjusted EPS versus EPS calculated in accordance with GAAP. In particular, Pangaea’s definition of adjusted EBITDA used here are not comparable to EBITDA.

The table set forth above provides a reconciliation of the non-GAAP financial measures presented during the period to the most directly comparable financial measures prepared in accordance with GAAP.

About Pangaea Logistics Solutions Ltd.

Pangaea Logistics Solutions Ltd. (NASDAQ: PANL) and its subsidiaries (collectively, “Pangaea” or the “Company”) provides seaborne drybulk logistics and transportation services as well as terminal and stevedoring services. Pangaea utilizes its logistics expertise to service a broad base of industrial customers who require the transportation of a wide variety of drybulk cargoes, including grains, coal, iron ore, pig iron, hot briquetted iron, bauxite, alumina, cement clinker, dolomite and limestone. The Company addresses the logistics needs of its customers by undertaking a comprehensive set of services and activities, including cargo loading, cargo discharge, port and terminal operations, vessel chartering, voyage planning, and vessel technical management. Learn more at www.pangaeals.com.





Investor Relations Contacts
Gianni Del Signore Stefan C. Neely
Chief Financial Officer Vallum Advisors
401-846-7790
Investors@pangaeals.com PANL@val-adv.com

Forward-Looking Statements

Certain statements in this press release are “forward-looking statements” within the meaning of the Private Securities Litigation Act of 1995. These forward-looking statements are based on our current expectations and beliefs and are subject to a number of risk factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. The Company disclaims any obligation to publicly update or revise these statements whether as a result of new information, future events or otherwise, except as required by law. Such risks and uncertainties include, without limitation, the strength of world economies and currencies, general market conditions, including fluctuations in charter rates and vessel values, changes in demand for dry bulk shipping capacity, changes in our operating expenses, including bunker prices, dry-docking and insurance costs, the market for our vessels, availability of financing and refinancing, charter counterparty performance, ability to obtain financing and comply with covenants in such financing arrangements, changes in governmental rules and regulations or actions taken by regulatory authorities, potential liability from pending or future litigation, general domestic and international political conditions, potential disruption of shipping routes due to accidents or political events, vessels breakdowns and instances of off-hires and other factors, as well as other risks that have been included in filings with the Securities and Exchange Commission, all of which are available at www.sec.gov.

EX-99.2 3 a09302025earningspresent.htm EX-99.2 a09302025earningspresent




2 Safe Harbor 3Q25 Earnings Call Presentation This presentation may include certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding future financial performance, future growth and future acquisitions. These statements are based on Pangaea’s and managements’ current expectations or beliefs and are subject to uncertainty and changes in circumstances. Actual results may vary materially from those expressed or implied by the statements herein due to changes in economic, business, competitive and/or regulatory factors, and other risks and uncertainties affecting the operation of Pangaea’s business. These risks, uncertainties and contingencies include: business conditions; weather and natural disasters; changing interpretations of GAAP; outcomes of government reviews; inquiries and investigations and related litigation; continued compliance with government regulations; legislation or regulatory environments; requirements or changes adversely affecting the business in which Pangaea is engaged; fluctuations in customer demand; management of rapid growth; intensity of competition from other providers of logistics and shipping services; general economic conditions; geopolitical events and regulatory changes; and other factors set forth in Pangaea’s filings with the Securities and Exchange Commission and the filings of its predecessors. The information set forth herein should be read in light of such risks. Further, investors should keep in mind that certain of Pangaea’s financial results are unaudited and do not conform to SEC Regulation S-X and as a result such information may fluctuate materially depending on many factors. Accordingly, Pangaea’s financial results in any particular period may not be indicative of future results. Pangaea is not under any obligation to, and expressly disclaims any obligation to, update or alter its forward-looking statements, whether as a result of new information, future events, changes in assumptions or otherwise.


 
3 3Q25 Performance Highlights Seasonal arctic activity drives strong earnings and operating cash flow Strong seasonal demand in arctic trade routes drove high utilization and supported premium TCE returns amid dry bulk market uncertainty, with TCE rates outperforming benchmark Panamax, Supramax and Handysize indices by 10%. Adjusted EBITDA of $28.9 million, increase of 20% year-over-year, driven by a 22% increase in shipping days and improved market rates. Third quarter 2025 cash flow from operations was $28.6 million, combined with strategic fleet renewal and financing initiatives during the quarter resulted in unrestricted cash and cash equivalents of $94.0 million at quarter-end. As of November 6, 2025, booked 4,210 days at an average of $17,107/day driven by arctic activity early in the quarter and favorable dry bulk market pricing. In October 2025, entered into an agreement to sell the 2005-built Bulk Freedom for $9.6 million; expected to complete in the fourth quarter of 2025 and generate a gain of approximately $2.7 million. Third quarter 2025 GAAP net income of $12.2 million, or $0.19 per share and Adjusted net income of $11.2 million, or $0.17 per share. Share repurchases during the third quarter totaled 200,518 at an average price of $4.96 per share, leaving $13 million of availability under the current share repurchase authorization.


 
4 3Q 2025 Performance Summary Adjusted EBITDA $s in Millions Adjusted EPS $s per Share TCE Rate $s per Shipping Day Operating Cash Flow $s in Millions


 
5 Outperforming Industry Benchmark Our TCE has exceeded the market by an average of 24% on a trailing 5-year basis Cargo Focused Business Model Consistently Delivers Above-Market Performance • Current 4Q25 booked TCE rate of $17,107, a 12% premium to the market average through the quarter.* • Our niche, higher-margin trades, long-term COAs and charter-in strategy remain key areas of differentiation. * Q4 25 estimated TCE performance based on shipping days booked as of November 6, 2025 **Average of the published Panamax, Supramax and Handysize indices, net of commission


 
6 Return of Capital Program Quarterly cash dividend and share repurchase program, support long-term shareholder value creation Annual Dividend Payout Ratio % of Adjusted Net Income Total Annual Cash Dividend Paid $s per Share Annual Dividend Coverage Ratio Ratio of Operating Cash Flow to Dividends Issued Strong cash flow and profitability support consistent return of capital through the cycle Dividend payout continues amid strategic execution and fleet growth $15 million repurchase authorization allows for flexible and opportunistic capital deployment


 
7 Balance Sheet Update Ample liquidity to support ongoing growth of business Continue to opportunistically invest in modern and compliant vessel fleet to meet customer cargo requirements on demand Robust operating cash flow and opportunistic vessel financings, contributed to $94 million in available cash & liquidity at the end of 3Q25 Capital allocation priorities will be balanced between debt repayment, fleet investment, opportunistic M&A and shareholder returns 1) Total net debt as of 12/31/24 reflects $100mm in incremental finance lease obligations assumed as part of the SSI acquisition, which closed on 12/30/24. 2) Total net debt and total cash for 3Q25 (as of 9/30/25) exclude $0.3 million in restricted cash related to a bank guarantee issued in connection with the Company’s insurance arrangements. (1) (2) (2)


 
8 Macro Shipping Outlook Focused on providing comprehensive logistics solutions with targeted dry bulks Near Term Outlook (Q4 2025 & 1H 2026) Medium Term Outlook (2026 - 2027) Long-Term Outlook (2028 & Beyond) • Continued U.S. infrastructure investment and economic growth creates favorable tailwinds for construction related raw materials. • Trade policy uncertainty and geopolitical disruptions continue to delay long-term trade route decisions and impact trade patterns for commodities. • Supply growth expected to decelerate in 2026 due to fewer new orders and limited scrapping, driven by emissions and regulatory uncertainty. • Global GDP growth currently expected to remain stable at ~+3% with bulk demand improving into 2026 vs. 2025. • Effective industry capacity continue to be limited due to emissions-driven fleet inefficiencies and increased dry-docking days. • Clarity in emissions free fuel alternatives creates opportunity for fleet renewal and niche offerings. • Supply chain reorganizations provide the opportunity for the Company to grow its logistics offerings with new and existing customers. • Emissions regulations will continue to put pressure on markets as fleets age amid limited new and compliant vessels are built.


 
9 Value Creation Strategy Durable business model insulated from macro volatility – focused on deploying capital to drive above-sector growth Integrated shipping- logistics model • Provide solutions to customer supply chain issues • More efficient, lower total cost of delivery for customer • Adds volume and margins to PANL ocean freight offerings High fleet utilization • Utilize chartered in fleet to arbitrage vessel positions and provide more revenue days Organic investment • Expand capabilities to offer cargo movement beyond ocean transportation • Expand owned fleet for growth using our unique business plan • Apply consistent approach to expand and renew fleet Inorganic investment • Purchase vessels in support of existing long-term COAs, to maximize returns • Acquire logistics companies to grow in logistics sector Return of capital • Sustain consistent dividend approach, not a payout formula • Conserve capital for fleet renewal and opportunistic growth • Compensate for volatility of sector by maintaining reasonable liquidity Balance sheet optionality • Promote historical lending relationships, sustainable business plan, and consistent performance to help provide favorable lending terms • Maintain low net leverage and substantial free cash generation to provide flexibility in financing growth projects • Consider joint ventures to help mitigate risks and create synergies


 
10 Investment Conclusion Small-cap growth play with stable return of capital program Integrated shipping-logistics model delivering consistent, above-market returns Focused on consistently high fleet utilization to drive operating leverage Positioned to benefit from tightening global supply of dry-bulk vessels amid continued demand growth On-shore logistics offering provides significant, incremental revenue opportunities Leading position within Ice-Class trades supports superior earned TCE rates Disciplined capital allocation strategy Long-term cargo-based contracts provide multi-year demand visibility Significant balance sheet optionality to pursue growth, low net leverage


 
Confidential: Pangaea Logistics Solutions Appendix


 
12 Selected Balance Sheet Data September 30, 2025 December 31, 2024 (in thousands,may not foot due to rounding) Current Assets Cash and cash equivalents $ 94,020 $ 86,805 Accounts receivable, net 45,566 42,371 Other current assets 73,036 62,818 Total current assets $ 212,623 $ 191,994 Restricted cash 270 — Fixed assets, including finance lease right of use assets, net 711,350 736,598 Goodwill 3,105 3,105 Other Non-current Assets 4,798 4,761 Total assets $ 932,146 $ 936,457 Current liabilities Accounts payable, accrued expenses and related party payable $ 64,513 $ 47,763 Current portion long-term debt and finance lease liabilities 46,980 44,687 Other current liabilities 19,432 16,658 Total current liabilities 130,925 109,108 Secured long-term debt and finance lease liabilities, net 335,660 352,685 Total Pangaea Logistics Solutions Ltd. equity 420,262 427,822 Non-controlling interests 45,298 46,843 Total stockholders' equity 465,560 474,664 Total liabilities and stockholders' equity $ 932,146 $ 936,457


 
13 Selected Income Statement Data (1) Adjusted EBITDA is net income (or loss) under U.S. GAAP, excluding interest expense and income, income taxes, depreciation and amortization, impairment losses, gain or loss on vessel sales, sale and leaseback losses, share-based compensation, non-operating items, and other non-recurring items. Management and certain investors use Adjusted EBITDA to assess operating performance, and Pangaea’s Board reviews it periodically. It is a non-GAAP measure and may differ from definitions used by other companies. (in thousands,may not foot due to rounding) Three Months Ended September 30, 2025 Nine Months Ended September 30, 2025 Revenues: Voyage revenue $ 155,271 $ 145,120 $ 411,200 $ 356,506 Charter revenue 9,298 4,860 26,141 23,738 Terminal & stevedore revenue 4,101 3,135 10,820 9,117 Total revenue 168,670 153,115 448,161 389,361 Expenses: Voyage expense 73,208 71,540 211,297 169,805 Charter hire expense 33,882 36,511 82,947 96,339 Vessel operating expenses 21,736 13,885 67,289 41,290 Terminal Expenses 3,134 2,417 8,372 7,325 General and administrative 9,882 6,042 24,328 18,350 Depreciation and amortization 10,214 7,719 30,735 22,609 Gain on sale of vessel and equipment (309) — (309) — Total expenses 151,748 138,114 424,659 355,718 Income from operations 16,922 15,001 23,502 33,644 Total other expense, net (3,935) (8,944) (15,613) (10,927) Net income 12,988 6,057 7,889 22,716 Income attributable to non-controlling interests (779) (946) (403) (2,248) Net income attributable to Pangaea Logistics Solutions Ltd. $ 12,208 $ 5,111 $ 7,485 $ 20,468 Adjusted EBITDA (1) $ 28,895 $ 24,026 $ 59,276 $ 60,006


 
14 Reconciliation of Non-GAAP Measures (in thousands, figures may not foot due to rounding) Three Months Ended September 30, 2025 Three Months Ended September 30, 2024 Nine Months Ended September 30, 2025 Nine Months Ended September 30, 2024 Net Transportation and Service Revenue Gross Profit $ 26,545 $ 21,085 $ 47,624 $ 52,076 Add: Vessel Depreciation and amortization 10,165 7,678 30,632 22,527 Net transportation and service revenue $ 36,709 $ 28,762 $ 78,257 $ 74,602 Adjusted EBITDA Net income $ 12,988 $ 6,057 $ 7,889 $ 22,716 Interest expense, net 5,555 3,808 16,993 9,931 Income (loss) attributable to Non-controlling interest recorded as long-term liability interest expense — (274) — 421 Depreciation and amortization 10,214 7,719 30,735 22,609 Income tax provision (included in Other income) 499 109 821 211 EBITDA (Non-GAAP) $ 29,255 $ 17,419 $ 56,438 $ 55,888 Adjustments to EBITDA Gain on sale of vessel and equipment (309) — (309) — Share-based compensation 614 646 2,695 2,313 Unrealized gain (loss) on derivative instruments, net (666) 5,961 452 1,804 Adjusted EBITDA $ 28,895 $ 24,026 $ 59,276 $ 60,006


 
15 Reconciliation of Non-GAAP Measures In thousands, except per share amounts (earnings per common share and adjusted earnings per common share). Three Months Ended September 30, 2025 Three Months Ended September 30, 2024 Nine Months Ended September 30, 2025 Nine Months Ended September 30, 2024 Earnings Per Common Share Net income attributable to Pangaea Logistics Solutions Ltd. $ 12,208 $ 5,111 $ 7,485 $ 20,468 Weighted average number of common shares - basic 63,729 45,280 63,901 45,257 Weighted average number of common shares - diluted 64,823 46,011 65,009 45,948 Earnings per common share - basic $ 0.19 $ 0.11 $ 0.12 $ 0.45 Earnings per common share - diluted $ 0.19 $ 0.11 $ 0.12 $ 0.45 Adjusted EPS Net income attributable to Pangaea Logistics Solutions Ltd. $ 12,208 $ 5,111 $ 7,485 $ 20,468 Non-GAAP Add: Gain on sale of vessel and equipment (309) — (309) — Unrealized loss on derivative instruments (666) 5,961 452 1,804 Non-GAAP adjusted net income attributable to Pangaea Logistics Solutions Ltd. $ 11,234 $ 11,072 $ 7,628 $ 22,272 Weighted average number of common shares - basic 63,729 45,280 63,901 45,257 Weighted average number of common shares - diluted 64,823 46,011 65,009 45,948 Adjusted EPS - basic $ 0.18 $ 0.24 $ 0.12 $ 0.49 Adjusted EPS - diluted $ 0.17 $ 0.24 $ 0.12 $ 0.48