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Himalaya Shipping Ltd.

Quarterly Report Nov 6, 2025

33054_rns_2025-11-06_360ac8c2-6bd0-467a-b175-f88a9672a391.pdf

Quarterly Report

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INTERIM FINANCIAL INFORMATION

THIRD QUARTER 2025

Himalaya Shipping Ltd.

Unaudited Consolidated Statements of Operations

Notes Three months
ended
September 30,
2025
Three months
ended
September 30,
2024
Nine months
ended
September 30,
2025
Nine months
ended
September 30,
2024
Operating revenues
Time charter revenues 8 37.9 39.2 89.8 94.0
Total operating revenues 37.9 39.2 89.8 94.0
Operating expenses
Vessel operating expenses (7.0) (6.5) (21.0) (17.0)
Voyage expenses and commissions (0.5) (0.4) (1.0) (1.1)
General and administrative
expenses
(1.1) (1.4) (3.7) (4.1)
Depreciation 11 (7.3) (7.3) (21.9) (19.2)
Total operating expenses (15.9) (15.6) (47.6) (41.4)
Operating income 22.0 23.6 42.2 52.6
Income (loss) from equity method
investment
10
Financial income (expenses), net
Interest income 0.3 0.2 0.7 0.8
Interest expense, net of amounts
capitalized
7 (12.8) (13.2) (38.7) (33.4)
Total financial expenses, net (12.5) (13.0) (38.0) (32.6)
Net income before income tax 9.5 10.6 4.2 20.0
Income tax (expense) / credit 5
Net income attributable to
shareholders of Himalaya Shipping
Ltd.
9.5 10.6 4.2 20.0
Total comprehensive income
attributable to shareholders of
Himalaya Shipping Ltd.
9.5 10.6 4.2 20.0
Basic and diluted earnings per share 6 0.21 0.24 0.09 0.46

Himalaya Shipping Ltd. Unaudited Consolidated Balance Sheets

Notes September 30, 2025 December 31, 2024
ASSETS
Current assets
Cash and cash equivalents 26.4 19.4
Trade receivables 0.5 1.2
Prepaid expenses and other current assets 9 6.9 6.2
Total current assets 33.8 26.8
Non-current assets
Equity method investments 10 0.4 0.3
Vessels and equipment, net 11 831.1 853.0
Total non-current assets 831.5 853.3
Total assets 865.3 880.1
LIABILITIES AND SHAREHOLDER'S EQUITY
Current liabilities
Current portion of long-term debt 13 23.8 24.3
Trade payables 1.5 0.8
Accrued expenses 12 5.8 7.2
Other current liabilities 2.5 3.5
Total current liabilities 33.6 35.8
Non-current liabilities
Long-term debt 13 671.6 689.6
Total non-current liabilities 671.6 689.6
Total liabilities 705.2 725.4
Commitment and contingencies 15
Shareholders' Equity
Common shares of par value \$1.00 per share: authorized
140,010,000 (2024: 140,010,000) shares, issued and outstanding
46,550,000 (2024: 43,900,000) shares
17 46.6 43.9
Additional paid-in capital 17 26.8 14.4
Contributed surplus 17 62.9 76.8
Retained earnings 23.8 19.6
Total shareholders' equity 160.1 154.7
Total liabilities and shareholders' equity 865.3 880.1

Himalaya Shipping Ltd. Unaudited Consolidated Statements of Cash Flows

Note Three months
ended
September
30, 2025
Three months
ended
September
30, 2024
Nine months
ended
September
30, 2025
Nine months
ended
September
30, 2024
Cash Flows from Operating Activities
Net income 9.5 10.6 4.2 20.0
Adjustments to reconcile net income to net cash
provided by operating activities:
Non-cash compensation expense related to stock
options
0.1 0.2 0.2 0.4
Depreciation of vessels 11 7.3 7.3 21.9 19.2
Amortization of deferred finance charges 13 0.7 0.6 2.0 1.7
Equity in net income on equity method investment 10
Change in assets and liabilities:
Accounts receivable (0.1) (0.3) 0.7 (0.5)
Accounts payable (0.5) (0.1) 0.7 (0.6)
Accrued expenses 0.7 (0.2) (1.0) 4.7
Other current and non-current assets 1.1 (0.4) (0.7) (0.5)
Other current liabilities (0.5) (1.2) (1.0) 0.9
Net cash provided by operating activities 18.3 16.5 27.0 45.3
Cash Flows from Investing Activities
Additions to newbuildings 0.2 (313.0)
Acquisition of equity method investments (0.3) (0.3)
Net cash used in investing activities (0.1) (313.3)
Cash Flows from Financing Activities
Proceeds from issuance of common shares, net of
paid issuance costs
17 14.8
Proceeds from issuance of long-term and short
term debt (net of deferred finance charges paid to
lender)
13 295.5
Other deferred finance charges paid 13 (0.7) (2.3)
Drawdown of short term debt 16 6.0
Repayment of long-term and short-term debt 13, 16 (6.4) (6.4) (26.4) (14.7)
Payment of cash distributions 17 (10.2) (9.7) (14.4) (14.5)
Net cash provided by (used in) financing activities (16.6) (16.8) (20.0) 264.0
Net increase (decrease) in cash and cash
equivalents
1.7 (0.4) 7.0 (4.0)
Cash and cash equivalents at the beginning of the
period
24.7 21.9 19.4 25.5
Cash and cash equivalents at the end of the period 26.4 21.5 26.4 21.5
Supplementary disclosure of cash flow information
Interest paid, net of capitalized interest (11.3) (12.6) (37.5) (27.8)

Himalaya Shipping Ltd.

Unaudited Consolidated Statements of Changes in Shareholders' Equity

Number of
outstanding
shares
Common
shares
Additional
paid in
capital
Contributed
surplus
Retained
earnings/
(Accumulated
deficit)
Total equity
Balance as of December 31, 2023 43,900,000 43.9 111.8 (1.5) 154.2
Transfer to contributed surplus (97.9) 97.9
Share based compensation 0.1 0.1
Cash distributions to shareholders (1.8) (1.8)
Total comprehensive income 2.5 2.5
Balance as of March 31, 2024 43,900,000 43.9 14.0 96.1 1.0 155.0
Share based compensation 0.1 0.1
Cash distributions to shareholders (4.8) (4.8)
Total comprehensive income 6.9 6.9
Balance as of June 30, 2024 43,900,000 43.9 14.1 91.3 7.9 157.2
Share based compensation 0.2 0.2
Cash distributions to shareholders (7.9) (7.9)
Total comprehensive income 10.6 10.6
Balance as of September 30, 2024 43,900,000 43.9 14.3 83.4 18.5 160.1
Number of
outstanding
shares
Common
shares
Additional
paid in
capital
Contributed
surplus
Retained
earnings
Total equity
Balance as of December 31, 2024 43,900,000 43.9 14.4 76.8 19.6 154.7
Issuance of common shares 2,650,000 2.7 12.4 15.1
Equity issuance costs (0.3) (0.3)
Share based compensation 0.1 0.1
Cash distributions to shareholders (0.7) (0.7)
Total comprehensive loss (6.4) (6.4)
Balance as of March 31, 2025 46,550,000 46.6 26.6 76.1 13.2 162.5
Share based compensation 0.1 0.1
Cash distributions to shareholders (4.4) (4.4)
Total comprehensive income 1.1 1.1
Balance as of June 30, 2025 46,550,000 46.6 26.7 71.7 14.3 159.3
Share based compensation 0.1 0.1
Cash distributions to shareholders (8.8) (8.8)
Total comprehensive income 9.5 9.5
Balance as of September 30, 2025 46,550,000 46.6 26.8 62.9 23.8 160.1

Himalaya Shipping Ltd. Condensed Notes to the Unaudited Consolidated Financial Statements

Note 1 - General Information

Himalaya Shipping Ltd. was incorporated in Bermuda on March 17, 2021. We are listed on the New York Stock Exchange under the ticker HSHP. Our shares started trading on Euronext Oslo Bors on June 3, 2025 under the ticker HSHP following the transfer of our listing from Euronext Expand. Himalaya Shipping Ltd. was founded for the purpose of owning high-quality Newcastlemax dry bulk vessels, each with capacity in the range of 210,000 dead weight tonnes ("dwt") which are equipped with the latest generation dual fuel LNG technology. As of September 30, 2025, we have a total of twelve vessels in operation. The Company has entered into sale and leaseback financing arrangements for its vessels which are described in Note 13.

As used herein, and unless otherwise required by the context, the term "Himalaya Shipping" refers to Himalaya Shipping Ltd. and the terms "Company", "we", "Group", "our" and words of similar import refer to Himalaya Shipping and its consolidated companies. The use herein of such terms as "group", "organization", "we", "us", "our" and "its" or references to specific entities, is not intended to be a precise description of corporate relationships.

Going Concern

The unaudited consolidated financial statements have been prepared on a going concern basis.

Note 2 - Basis of Preparation and Accounting Policies

Basis of preparation

The unaudited consolidated financial statements are stated in accordance with accounting principles generally accepted in the United States ("U.S. GAAP"). The unaudited consolidated financial statements do not include all of the disclosures required under U.S. GAAP in the annual consolidated financial statements and should be read in conjunction with our audited annual financial statements for the year ended December 31, 2024, which are included in our Annual Report on Form 20-F, filed with the U.S. Securities and Exchange Commission ("SEC") on March 26, 2025. The Unaudited Consolidated Balance Sheet data for December 31, 2024 was derived from our audited annual financial statements. The amounts are presented in millions (with one decimal) of United States dollars ("U.S. dollar" or "\$"), unless otherwise stated. The financial statements have been prepared on a going concern basis and in management's opinion, the accompanying unaudited consolidated financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of its financial position as of September 30, 2025, and its results of operations and cash flows for the three and nine months ended September 30, 2025 and 2024.

Significant accounting policies

The accounting policies adopted in the preparation of the Unaudited Consolidated Financial Statements for the three and nine months ended September 30, 2025 are consistent with those followed in preparation of our annual audited consolidated financial statements for the year ended December 31, 2024.

Note 3 - Recently Issued Accounting Standards

Adoption of new accounting standards

In November 2023, the FASB issued ASU 2023-07 (Topic 280 Segment Reporting): Improvements to Reportable Segment Disclosures requiring disclosure of incremental segment information for all public entities, including but not limited to: significant segment expenses that are regularly provided to the chief operating decision maker (CODM), the title and position of the CODM and how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and making decisions about how to allocate resources. ASU 2023-07 became effective for the interim period beginning January 1, 2025. We have applied the amendments required to the three and nine months ended September 30, 2025 and retrospectively to all previous periods presented in the financial statements. Adoption of ASU 2023-07 resulted in additional segment disclosures as shown in note 4 - Segment.

In December 2023, the FASB issued ASU 2023-09 (Topic 740 Income Taxes): Improvements to Income Tax Disclosures requiring annual disclosure of (1) specific categories in the rate reconciliation; and (2) additional information for reconciling items if the effect of those reconciling items is equal to or greater than 5% of the resulting amount by multiplying pretax income (or loss) by the applicable statutory income tax rate. An entity is also required to provide the nature, effect and underlying causes of the reconciling items, and the judgment used in categorizing them, if not otherwise evident. The amendments have no impact on our unaudited consolidated financial statements for the three and nine months ended September 30, 2025 as the disclosures are required for annual periods beginning after December 15, 2024. Effect of the adoption on our annual consolidated financial statements are currently under evaluation.

Accounting pronouncements that have been issued but not yet adopted

The following table provides a brief description of other recent accounting standards that have been issued but not yet adopted as of September 30, 2025:

Standard Description Date of
adoption
Expected Effect on
our Consolidated
Financial
Statements or
Other Significant
Matters
ASU
2024-03
Income
Statement
-
Reporting
comprehensive
Income
-
Expense
Disaggregation
Disclosures
(Subtopic
220-40): Disaggregation of
Income
Statement
Expenses
The amendments require disclosure of the amounts of
below 5 categories included in each relevant expense
caption:
(a) purchase of inventory;
(b) employee compensation;
(c) depreciation;
(d) intangible asset amortization; and
(e) depreciation, depletion, and amortization recognized
as part of oil and gas producing activities.
A relevant expense caption is an expense caption
presented on the face of the income statement within
continuing operations.
The amendment also requires disclosure of the
qualitative description of the amounts remaining in the
relevant expense captions that are not separately
disaggregated quantitatively. In addition, disclosure of
the entity's definition of selling expenses and its total
amount are required.
January 1, 2027 Under evaluation
ASU
2025-01
Income
Statement
-
Reporting
comprehensive
Income
-
Expense
Disaggregation
Disclosures
(Subtopic
220-40):
Clarifying
the
Effective Date
The amendment in this Update amends the effective
date of Update 2024-03 to clarify that all public
business entities are required to adopt the guidance in
annual reporting periods beginning after December 15,
2026, and interim periods within annual reporting
periods beginning after December 15, 2027.
January 1, 2027 Under evaluation
ASU
2025-03
Business
Combinations (Topic 805)
and
Consolidation
(Topic
810):
Determining
the
Accounting Acquirer in the
Acquisition of a Variable
Interest Entity
The amendments in this Update require an entity
involved in an acquisition transaction effected primarily
by exchanging equity interests when the legal acquiree
is a variable interest entity that meets the definition of a
business
to
consider
the
factors
in
paragraphs
805-10-55-12 through 55-15 to determine which entity
is the accounting acquirer. Entities are required to
adopt the Update in annual reporting periods beginning
after December 15, 2026 and interim reporting periods
within those annual reporting periods.
January 1, 2027 Under evaluation
ASU
2025-05
Financial
Instruments—Credit Losses
(Topic 326): Measurement
of
Credit
Losses
for
Accounts Receivable and
Contract Assets
The amendments in this Update provide all entities with
a practical expedient when estimating expected credit
losses for current accounts receivable and current
contract assets arising from transaction accounted for
under Topic 606. The practical expedient assumes that
current conditions as of the balance sheet date do not
change for the remaining life of the asset.
January 1, 2026 Under evaluation

The FASB have issued further updates not included above as we do not believe that these are applicable to the Company.

Note 4 - Segment

We have one reportable segment as our chief operating decision maker ("CODM"), being our Board of Directors, measures performance based on our overall return to shareholders based on consolidated net income as reported in our Unaudited Consolidated Statements of Operations. The CODM does not review a measure of operating result at a lower level than the consolidated group. The measure of segment assets is reported on the Unaudited Consolidated Balance Sheets as total consolidated assets. The CODM reviews quarterly variances of consolidated net income and total consolidated assets, short-term and long-term market trends and cash flow forecasts in making resource allocation decisions.

Segment revenue, profit and significant segment expenses are as follows:

(in millions of \$) Three
months
ended
September
30, 2025
Three
months
ended
September
30, 2024
Nine months
ended
September
30, 2025
Nine months
ended
September
30, 2024
Total operating revenues 37.9 39.2 89.8 94.0
Less:
Crew costs (3.8) (3.9) (11.7) (10.0)
Other vessel operating expenses(1) (3.2) (2.6) (9.3) (7.0)
Voyage expenses and commissions (0.5) (0.4) (1.0) (1.1)
General and administrative expenses(2) (1.1) (1.4) (3.7) (4.1)
Depreciation (7.3) (7.3) (21.9) (19.2)
Income from equity method investment
Interest income 0.3 0.2 0.7 0.8
Interest expense, net of amounts capitalized (12.8) (13.2) (38.7) (33.4)
Income tax (expenses)
Segment and consolidated net income 9.5 10.6 4.2 20.0

(1) Other vessel operating expenses include repairs and maintenance, spares, stores and consumables, lubricating oil, vessel insurance, services and subscriptions, and vessel management fees.

Note 5 - Income Taxes

Bermuda

Himalaya Shipping Ltd. is incorporated in Bermuda. Himalaya Shipping Ltd.received written assurance from the Minister of Finance in Bermuda that the Company will be exempted from taxation until March 31, 2035.

On December 27, 2023, Bermuda enacted the Corporate Income Tax Act (the "CIT Act"). Entities subject to tax under the CIT Act are the Bermuda constituent entities of multi-national groups. A multi-national group is defined under the CIT Act as a group with entities in more than one jurisdiction with consolidated revenues of at least €750 million for two out of the last four fiscal years. If Bermuda constituent entities of a multi-national group are subject to tax under the CIT Act, for taxable years beginning on or after January 1, 2025, Bermuda will impose a 15% corporate income tax, as determined in accordance with and subject to the adjustments set out in the CIT Act (including in respect of foreign tax credits applicable to the Bermuda constituent entities).

While we have a tax-exempt status in Bermuda until March 31, 2035, Bermuda specifically provided that the CIT Act applies notwithstanding any assurance given pursuant to the Exempted Undertakings Tax Protection Act 1966 (the "EUTP Act"). Based on a number of operational, economic and regulatory assumptions, we do not expect to have consolidated revenue sufficient for us to fall within scope of the CIT Act in the near future. We will monitor the developments on the Bermuda internal regulations with regard to the CIT Act implementation. To the extent our consolidated revenue is sufficient for us to be within the CIT Act thresholds, we may be subject to taxation in Bermuda. If we are subject to taxation in Bermuda under the CIT act, our international shipping income may be excluded from taxation if we can demonstrate either strategic or commercial management in Bermuda.

Liberia

The companies operating the vessels are not subject to tax on international shipping income.

(2) General and administrative expenses include directors and officers' insurance, management fees, audit and accounting fees, administrative salaries, directors' fees, legal fees, listing fees, share based compensation costs, and other administrative expenses.

United Kingdom

Taxable income in the United Kingdom is generated by our UK subsidiary. The statutory tax rate in the United Kingdom as of September 30, 2025 was 25%.

Note 6 - Earnings Per Share

The computation of basic earnings per share ("EPS") is based on the weighted average number of shares outstanding during the period. Dilutive impact of the assumed conversion of potentially dilutive instruments which are 1,000,000 share options and 800,000 share options outstanding as at September 30, 2025 and 2024, respectively, is shown in the table below:

(in \$ millions except share and
per share data)
Three months
ended September
30, 2025
Three months
ended September
30, 2024
Nine months ended
September 30, 2025
Nine months ended
September 30, 2024
Basic earnings per share 0.21 0.24 0.09 0.46
Diluted earnings per share 0.21 0.24 0.09 0.46
Net income 9.5 10.6 4.2 20.0
Issued common shares at the
end of the period
46,550,000 43,900,000 46,550,000 43,900,000
Weighted average number of
shares outstanding for the
period, basic
46,550,000 43,900,000 45,783,150 43,900,000
Dilutive impact of share options 21,351 39 7,195 8,667
Weighted average number of
shares outstanding for the
period, diluted
46,571,351 43,900,039 45,790,345 43,908,667

Note 7 - Interest Expense

(in \$ millions ) Three months
ended September
30, 2025
Three months
ended September
30, 2024
Nine months ended
September 30, 2025
Nine months ended
September 30, 2024
Interest expense, gross 12.8 13.2 38.7 35.4
Capitalized interest on
newbuildings
(2.0)
Interest expense, net 12.8 13.2 38.7 33.4

Note 8 - Operating Leases

Rental income

The components of operating lease income are as follows:

(in \$ millions ) Three months
ended September
30, 2025
Three months
ended September
30, 2024
Nine months ended
September 30, 2025
Nine months ended
September 30, 2024
Time charter revenues 37.9 39.2 89.8 94.0

Time charter revenues on our index-linked charters were \$23.4 million and \$67.9 million in the three and nine months ended September 30, 2025, respectively, and \$27.1 million and \$50.5 million in the three and nine months ended September 30, 2024, respectively.

Note 9 - Prepaid expenses and other current assets

September 30,
2025
December 31,
2024
(in \$ millions)
Prepaid interest(1) 2.2 2.3
Other prepaid expenses(2) 1.4 1.3
Inventory 1.6 1.5
Other current assets(3) 1.7 1.1
Total 6.9 6.2

(1) Prepaid interest pertains to interest paid in advance for "Mount Norefjell", "Mount Ita", "Mount Etna" and "Mount Blanc". Bareboat payments on the lease for these vessels were paid in advance.

Note 10 - Equity method investment

In August 2024, we acquired 12,000 shares in 2020 Bulkers Management AS ("2020 Bulkers Management") for a total consideration of \$0.3 million (NOK 3.2 million). The acquired shares represent 40% of the issued shares of 2020 Bulkers Management. As the Company has the ability to exercise significant influence, we have accounted for our investment in 2020 Bulkers Management as an equity method investment.

The table below sets forth the carrying value of our equity method investment:

September 30,
2025
December 31,
2024
(in \$ millions)
At January 1 0.3
Additions 0.3
Share options expense to employees of acquiree (1) 0.1
Equity in net earnings (loss) (2)
Closing balance 0.4 0.3

(1) This pertains to 40% of the share options granted by the Company to employees of 2020 Bulkers Management.

(2) Other prepaid expenses are comprised primarily of prepaid operating expenses and cash advance to crew for delivered vessels.

(3) Other current assets mainly relate to funding advanced to vessel managers.

(2) Equity in net income from equity method investment for the three and nine months ended September 30, 2025 amounted to \$1,000 and \$5,000, respectively.

Note 11 - Vessels and Equipment, net

September 30,
2025
December 31,
2024
(in \$ millions)
Cost
At January 1 888.6 437.8
Additions 450.8
At end of the period 888.6 888.6
September 30,
2025
December 31,
2024
(in \$ millions)
Depreciation
At January 1 (35.6) (9.1)
Charge for the period (21.9) (26.5)
At end of the period (57.5) (35.6)
Net book value at end of the period 831.1 853.0

During the nine months ended September 30, 2025, we considered whether indicators of impairment existed that could indicate that the carrying amounts of our vessels may not be recoverable as of September 30, 2025 and concluded that no such events occurred.

Note 12 - Accrued expenses

Accrued expenses comprise of:

September 30,
2025
December 31,
2024
(in \$ millions)
Accrued interest(1) 4.6 5.4
Accrued operating expenses 0.6 0.8
Dividend payable(2) 0.4
Other accrued expenses(3) 0.6 0.6
Total 5.8 7.2

(1) Accrued interest pertains to unpaid interest on the sale and leaseback facilities for "Mount Bandeira", "Mount Elbrus", "Mount Hua", "Mount Matterhorn", "Mount Neblina", "Mount Denali", "Mount Aconcagua" and "Mount Emai". Bareboat payments on the leases for these vessels are paid in arrears.

(2) In December 2024, the Board approved a cash distribution of \$0.01 per share for November 2024, which was paid in January 2025.

(3) Other accrued expenses include accruals for commissions, audit fees, legal fees and management fees.

Note 13 - Debt

Financing
company
September 30,
2025
December 31,
2024
(in \$ millions)
Vessel financing (Mount Norefjell) AVIC 56.8 58.8
Vessel financing (Mount Ita) AVIC 56.8 58.8
Vessel financing (Mount Etna) AVIC 57.4 59.3
Vessel financing (Mount Blanc) AVIC 57.3 59.3
Vessel financing (Mount Matterhorn) CCBFL 58.9 60.5
Vessel financing (Mount Neblina) CCBFL 58.9 60.5
Vessel financing (Mount Hua) Jiangsu 60.0 61.6
Vessel financing (Mount Bandeira) Jiangsu 60.0 61.6
Vessel financing (Mount Elbrus) CCBFL 59.9 61.5
Vessel financing (Mount Denali) CCBFL 60.4 62.0
Vessel financing (Mount Aconcagua) CCBFL 60.5 62.0
Vessel financing (Mount Emai) CCBFL 60.5 62.0
Total debt, gross 707.4 727.9
Less: Deferred finance charges (12.0) (14.0)
Total debt, net of deferred finance charges 695.4 713.9
Less: Current portion of long-term debt, net of
deferred finance charges
(23.8) (24.3)
Long-term debt, net of deferred finance charges 671.6 689.6

The total debt, gross of deferred finance charges, as of September 30, 2025, is repayable as follows:

Year ending December 31
(in \$ millions)
2025 (remaining three months) 6.9
2026 (1) 26.1
2027 27.6
2028 29.6
2029 31.5
Thereafter 585.7
Total 707.4

(1) \$19.5 million repayable in the nine months ended September 30, 2026.

AVIC International Leasing Co., Ltd. ("AVIC") – Sale and leaseback financing arrangements

The Company has sale and leaseback arrangements with AVIC for "Mount Norefjell", "Mount Ita", "Mount Etna", and "Mount Blanc" accounted for as financing transactions. The vessels were sold and chartered back on sevenyear bareboat charters which include purchase options each year from year 3 until the end of the bareboat period. The first purchase option in year 3 is at a price of \$56.9 million and then declines to \$47.2 million after year 7.

In addition, AVIC partially financed the cost of installing scrubbers on the above vessels amounting to \$2.2 million for each vessel. This is repayable in advance in 12 quarterly installments of \$180,000 for each vessel, together with interest calculated as Overnight SOFR plus a margin of 4.5% and credit adjustment spread of 0.26161% from July 1, 2023. The last installment on the scrubber financing is repayable in the first quarter of 2026.

Under the relevant financing agreements, payment of dividends or making of other distributions from each relevant subsidiary to the Company will only be allowed if immediately following such payment or distribution there will be maintained in the bank account an amount no less than the higher of (a) \$3.6 million and (b) the aggregate of the bareboat rate under the facility and the operating expenses for the vessel that are payable within the next six months.

The fixed price purchase options and a cash penalty of \$25.0 million per vessel for not exercising any of the purchase options under the sale and leaseback transaction results in a failed sale and leaseback and the transaction is accounted for as a financing transaction.

CCB Financial Leasing Co., Ltd. ("CCBFL") – Sale and leaseback financing arrangements

The Company has sale and leaseback arrangements with CCBFL for "Mount Matterhorn", "Mount Neblina", "Mount Elbrus", "Mount Denali", "Mount Aconcagua" and "Mount Emai". The vessels were sold and chartered back on seven-year bareboat charters which include purchase options each year from year 3 until the end of the bareboat period. The first purchase option in year 3 is \$56.0 million declining to \$46.0 million after year 7.

The fixed price purchase options under the sale and leaseback transaction results in a failed sale and leaseback and the transaction is accounted for as a financing transaction.

Jiangsu Financial Leasing Co. Ltd ("Jiangsu") – Sale and leaseback financing arrangements

The Company has sale and leaseback arrangements with Jiangsu for "Mount Bandeira" and "Mount Hua". The vessels were sold and chartered back on seven-year bareboat charters, which include purchase options each year from year 3 until the end of the bareboat period. The first purchase option in year 3 is \$56.0 million and declines to \$46.0 million after year 7.

The fixed price purchase options under the sale and leaseback transaction results in a failed sale and leaseback and the transaction is accounted for as a financing transaction.

Each of our eight subsidiaries under our sale and leaseback arrangements with CCBFL and Jiangsu has been required to maintain a minimum cash balance equivalent to the bareboat hire payable within the next three months which amounts to approximately \$1.5 million per vessel.

As of September 30, 2025, the Company is required to maintain a total minimum cash balance of \$12.3 million, which are included in cash and cash equivalents as there are no legal restrictions on the bank account.

The bareboat rate per day under the sale and leaseback arrangements is fixed for the bareboat period and the average bareboat rate per day for the sale and leaseback arrangements with AVIC, CCBFL and Jiangsu is \$16,567. The Company has classified the estimated amortization of the bareboat payments due within twelve months from September 30, 2025 as "Current portion of long-term debt" on the Unaudited Consolidated Balance Sheet.

Drew Holdings Limited. ("Drew") – Revolving Credit Facility

The Company has a \$10.0 million Revolving Credit Facility agreement with Drew, who is a significant shareholder in the Company. Refer to Note 16 - Related Party Transactions for details on the terms of the agreement with Drew.

As of September 30, 2025 and December 31, 2024, we were in compliance with all of our covenants in each of our financing arrangements to the extent applicable.

Note 14 - Financial Instruments

We recognize our fair value estimates using a fair value hierarchy based on the inputs used to measure fair value. The fair value hierarchy has three levels based on reliability of inputs used to determine fair values as follows:

  • Level 1: Quoted market prices in active markets for identical assets and liabilities.
  • Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data.
  • Level 3: Unobservable inputs that are not corroborated by market data.

The carrying value and estimated fair value of our financial instruments as of September 30, 2025 and December 31, 2024 were as follows:

September 30, 2025 December 31, 2024
(in \$ millions) Hierarchy Fair Value Carrying
Value
Fair Value Carrying
Value
Assets
Cash and cash equivalents (1) Level 1 26.4 26.4 19.4 19.4
Liabilities
Current portion of long-term debt (2)(3) Level 2 26.4 26.4 26.9 26.9
Long-term debt (2)(3) Level 2 714.4 681.1 730.7 701.0

(1) All demand and time deposits and highly liquid, low risk investments with original maturities of three months or less at the date of purchase are considered equivalent to cash. Thus, carrying value is a reasonable estimate of fair value.

The carrying amounts of accounts receivable, funding to vessel managers, accounts payable and accrued expenses approximated their fair values as of September 30, 2025 and December 31, 2024 because of their near term maturity and are classified as Level 1 within the fair value hierarchy.

There have been no transfers between different levels in the fair value hierarchy during the periods presented.

Note 15 - Commitments and Contingencies

September 30, 2025 December 31, 2024
(in \$ millions)
Book value of vessels and equipment, net secured against
Total debt, gross (1) 831.1 853.0
Total 831.1 853.0

(1) Legal owner of the vessels are the respective leasing companies, see note 13.

Contingencies

We may, from time to time, be involved in legal proceedings and claims that arise in the ordinary course of business. A contingent liability will be recognized in the consolidated financial statements only where we believe that a liability will be probable and for which the amounts are reasonably estimable, based upon the facts known prior to the issuance of the financial statements.

Note 16 - Related Party Transactions

Drew and Magni Partners (Bermuda) Ltd.("Magni")

(2) Fair value of current portion of long-term debt and long-term debt have been corroborated using discounted cash flow model and market interest rates as of September 30, 2025 and December 31, 2024.

(3) Our debt obligations are recorded at amortized cost in the Unaudited Consolidated Balance Sheets. The amounts presented in the table are gross of deferred finance charges amounting to \$12.0 million and \$14.0 million as of September 30, 2025 and December 31, 2024, respectively.

Drew is considered a related party due to its significant ownership in the Company and Magni is considered a related party as a result of being an affiliate of Drew. As of September 30, 2025, Drew holds 29.0% of the Company's outstanding common shares.

The Company has a \$10.0 million revolving credit facility with Drew. The facility includes a commitment fee of 1% per annum on any undrawn amount from January 1, 2025 to the end of the availability period. The facility is available to drawdown until December 31, 2025 with the latest repayment date of December 31, 2026, and charges interest at the Term Secured Overnight Financing Rate ("SOFR") plus a 6.5% margin per annum.

In the nine months ended September 30, 2025, the Company drew down \$6.0 million from the revolving credit facility which was fully repaid in March 2025. Commitment fees of \$0.03 million and \$0.07 million were recognized in the three and nine months ended September 30, 2025, respectively. Interest expense of nil and \$0.1 million were recognized in the three and nine months ended September 30, 2025, respectively.

As of September 30, 2025, the Company has \$0.03 million of commitment fee payable to Drew presented under "Trade payables" in the unaudited consolidated balance sheet. The Company has \$10.0 million available to draw down from this facility.

Corporate support agreement

The Company entered into a corporate support agreement with Magni. As Magni indirectly held a controlling interest at the time the Corporate Support Agreement was entered into, the Company has treated the Corporate Support Agreement as a related party agreement.

2020 Bulkers Management

In February 2023, the Company signed an agreement with 2020 Bulkers Management, replacing a similar management agreement entered into in October 2021. Pursuant to the management agreement, 2020 Bulkers Management provides us with certain operational, commercial and management services. The Company shall pay 2020 Bulkers Management a management fee subject to annual estimates and calculated, based on, among other things, expected activity level of the Company and the expected scope of services to be provided by 2020 Bulkers Management in relation to the Company in the year, and payable quarterly, in four equal tranches. Such management fee shall equal certain costs, based on the sum of (i) the direct payroll costs allocated to the performance of the services under the management agreement, marked-up by a margin of 13%, and (ii) certain shared costs corresponding to infrastructure costs in such year related to the performance of such services. The management fee will be adjusted annually to account for the difference between estimated and actual costs incurred in such year. The management agreement has an indefinite term and can be terminated by either party upon one month's notice.

Following the acquisition of 40% of the issued shares in 2020 Bulkers Management, 2020 Bulkers Management became a related party from August 29, 2024. Management fee from 2020 Bulkers Management of \$0.3 million and \$1.1 million were recognized in the three and nine months ended September 30, 2025, respectively.

As of September 30, 2025 and December 31, 2024, the Company had \$0.3 million payable to 2020 Bulkers Management presented under "Trade payables" in the unaudited consolidated balance sheet.

Note 17 - Equity

The authorized share capital of the Company as of September 30, 2025 and December 31, 2024 is \$140,010,000 represented by 140,010,000 authorized common shares of par value \$1.00 each.

In March 2025, the Company issued 2,650,000 common shares of par value \$1.00 each in a private placement at a price of \$5.73 per share, with the net proceeds from the private placement to be used for general corporate purposes.

In April 2025, the Board approved a grant of 200,000 share options to key human resources. The share options granted have a five-year term and cliff vest three years from the grant date. The exercise price is \$7.50 per share and will be reduced by any dividends and cash distributions paid.

The following cash distributions were declared in the nine months ended September 30, 2025:

Relevant period Declaration date Amount per share (in \$) Payment date
December 2024 January 7, 2025 0.005 February 5, 2025
January 2025 February 10, 2025 0.005 March 5, 2025
February 2025 March 6, 2025 0.005 April 22, 2025
March 2025 April 3, 2025 0.04 May 2, 2025
April 2025 May 7, 2025 0.025 June 3, 2025
May 2025 June 5, 2025 0.03 July 3, 2025
June 2025 July 8, 2025 0.05 August 5, 2025
July 2025 August 7, 2025 0.04 August 29, 2025
August 2025 September 4, 2025 0.10 September 25, 2025

The above cash distributions were made from the Company's Contributed Surplus account.

Note 18 - Subsequent Events

On October 7, 2025, the Board approved a cash distribution for September 2025 of \$0.10 per share for shareholders of record as of October 20, 2025.

On November 5, 2025, the Board approved a cash distribution for October 2025 of \$0.07 per share for shareholders of record as of November 17, 2025.

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