AI Terminal

MODULE: AI_ANALYST
Interactive Q&A, Risk Assessment, Summarization
MODULE: DATA_EXTRACT
Excel Export, XBRL Parsing, Table Digitization
MODULE: PEER_COMP
Sector Benchmarking, Sentiment Analysis
SYSTEM ACCESS LOCKED
Authenticate / Register Log In

Northern Ocean Ltd.

Quarterly Report Nov 28, 2025

9907_rns_2025-11-28_3072e45f-3276-4121-906e-12a9ae072ca7.pdf

Quarterly Report

Open in Viewer

Opens in native device viewer

Third quarter 2025

The world's most sophisticated harsh environment offshore fleet

Table of Contents

This is Northern Ocean 3 Our Assets 4 CEO Letter 5 Third Quarter Results 6 Company Update 7 Forward Looking Statements 8

Financial Statements

Consolidated Financial Statements 9 Notes to the Consolidated Financial Statements 15

Unless otherwise indicated, the terms "Northern Ocean", "NOL" and the "Company" refer to Northern Ocean Ltd. and its consolidated subsidiaries. All numbers are in USD.

This is Northern Ocean

Northern Ocean Ltd. owns and operates two of the world's newest and most capable harsh-environment semi-submersible drilling rigs – Deepsea Bollsta and Deepsea Mira – both ideally suited for operations across all major offshore basins.

With a modern fleet, completed capex programs, and strong commercial and operational execution, the company is well-positioned to benefit from a tightening supply of high-end rigs and an expected increase in long-term demand.

The company's strategic approach has delivered results: Northern Ocean has secured a solid contract backlog with blue-chip clients, while maintaining flexibility to pursue high-value opportunities.

Near-term priorities include closing the Deepsea Bollsta transaction with Odfjell Drilling, securing new contracts for Deepsea Mira, continued focus on operational efficiency and cost control, and preparing for refinancing – all aimed at enhancing earnings and unlocking long-term value for shareholders.

Our Assets

Deepsea Mira and Deepsea Bollsta are two of the world's most advanced drilling rigs. They are both based on the Moss Maritime CS60 design, capacity of drilling in water depth of up to 10,000 feet, NCS compliant and fully winterized making them capable of drilling in all harsh environment areas globally.

DEEPSEA BOLLSTA

Built (yard): Hyundai Heavy Industries

Delivered: 2019

Design: Moss Maritime CS-60E

NCS compliant: Yes

Ultra-deep water: Yes

Dynamic positioning: DP3

Mooring: 8-point mooring

DEEPSEA MIRA

Built (yard): Hyundai Heavy Industries

Delivered: 2018

Design: Moss Maritime CS-60E

NCS compliant: Yes
Ultra-deep water: Yes

Dynamic positioning: DP3

Mooring: 12-point mooring

CEO letter

Dear Shareholders,

The third quarter of 2025 marked an important turning point for Northern Ocean.

Operationally, Deepsea Bollsta and Deepsea Mira delivered 117 operating days compared with 89 days in the previous quarter. This provided a 9% increase in operating revenues to USD 57.4 million, although overall financial performance was held back by 64% operational utilization and the planned ramp-up costs associated with new contracts and increased activity across both rigs. Importantly, projected daily operating costs align with our forecasts.

The main operational milestone in the quarter was Deepsea Bollsta's transition from its campaign with OMV Norge to the long-term contract with Equinor on the Norwegian Continental Shelf. The Equinor contract commenced on 31 August, with a firm twoyear term and five optional one-year extensions. Excluding client-specific upgrades, integrated services and mobilization, this contract added approximately USD 335 million in firm backlog. Subsequent to quarter end, the firm term was extended with an additional 5-months.

Deepsea Mira commenced a multi-well campaign for Rhino Resources and BW Kudu offshore Namibia. The program provides firm work to the end of 2025 with additional optional scope. The estimated value of this contract was around USD 40 million, which was further extended by an additional firm well post-quarter end.

These achievements total a firm backlog of around USD 382 million as of the date of this report. At the same time, our commitment to cost control and financial discipline remains firm.

Our offshore and onshore teams have delivered complex projects safely and efficiently, including major recertification and upgrade programs, yard stays and mobilizations. I would like to thank the entire NOL team and our partners for their continued dedication and professionalism. Their efforts demonstrate what can be achieved when the right people are in the right place at the right time. This is the backbone of our ability to deliver high-quality operations in some of the world's most demanding environments.

A key strategic development after quarter end was the announced agreement to sell Deepsea Bollsta to an Odfjell Drilling subsidiary for a cash consideration of USD 480

million, with anticipated completion in mid-December 2025. Successful closing of this transaction will allow us to refinance our balance sheet, materially improve capital efficiency and create a solid platform for increased financial flexibility. In light of this, we intend to revert to shareholders with an updated capital allocation plan, including a strategy for return of capital to investors, during the first part of 2026.

Our near-term priorities are therefore clear: (i) closing the Deepsea Bollsta transaction and executing on the associated refinancing and (ii) securing follow-on work and, over time, longer-term employment for Deepsea Mira.

Our strong partnership with Rhino Resources provides a solid short-term base case for Deepsea Mira in the spot market in the Orange Basin, and we expect activity to build further with the anticipated return of several international oil companies to the area in 2026. We are therefore optimistic about the outlook for the rig to stay active in the basin.

We view 2026 as a transition year for the harsh-environment market, with tightening supply of modern units and increased visibility on future drilling programs. Against this backdrop, we expect key long-term contracts for 2027 and beyond to be tendered and awarded during 2026, and believe Deepsea Mira is well positioned to compete for these opportunities.

Sincerely Arne Jacobsen Chief Executive Officer

Results

In the third quarter, operating revenue was \$57.4 million, up from \$52.6 million in the previous quarter. This increase primarily reflects the higher number of operational days for Deepsea Bollsta and Deepsea Mira in the quarter, 117 days in total, compared to 89 days in the previous quarter. Revenue were however negatively effected since the rigs only obtained 64% operational utilization during the quarter.

Total operating expenses were \$65.9 million, up from \$54.3 million in the previous quarter. The increase in operating expenses is due to the amortization of costs which were deferred in previous periods as a result of the Deepsea Bollsta's commencement of the Equinor contract 31 August. Projected daily operating costs remain in line with expectations.

Administrative expenses amounted to \$2.0 million, compared to \$1.5 million in the previous quarter. The second quarter figure reflected reversal of some accruals recorded in first quarter.

Interest expense were \$15.9 million compared to \$15.2 million in the previous quarter.

Foreign exchange loss were \$1.4 million, compared to gains of \$2.0 million in the previous quarter. This reflects the increase in the FX exchange rate between NOK and USD, although NOL is a USD based company it still has considerable costs in NOK.

The net loss from continuing operations after taxes was \$25.9 million, compared to a loss of \$15.1 million in the previous quarter. The basic and diluted loss per share for the quarter was \$0.09, compared to a loss of \$0.05 in the previous quarter.

Company Update

Deepsea Bollsta Transaction

On 17 November the Company announced that its subsidiary has entered into an agreement to sell Deepsea Bollsta to an Odfjell Drilling subsidiary for a cash settlement of \$480.0 million, effective 15 December 2025.

The proposed transaction is subject to regulatory approval in Norway. The parties expect to conclude the transaction as soon as practicable after obtaining the required approvals.

Successful completion of the transaction will allow NOL to refinance its balance sheet and materially improve capital efficiency, thereby enabling the company to commence the return of capital to shareholders.

Operations

Deepsea Bollsta completed its contract with OMV Norge AS on 23 July. Deepsea Bollsta commenced its long term contract with Equinor Energy AS, a subsidiary of Equinor ASA, on 31 August. The contract has a firm two-year period with five optional one-year extensions. This added approximately \$335 million in firm backlog and an additional \$80.0 million for client specific upgrades, integrated services and mobilization from Namibia to Norway.

On 8 July NOL announced the signing of a contract with a subsidiary of Rhino Resources Ltd. ("Rhino") for the Deepsea Mira for operations in Namibia. The contract included one firm well for Rhino, one firm well for BW Kudu, as subsidiary of BW Energy ASA and three optional wells, with an estimated firm duration of 112 days and a projected value of approximately \$40.0 million. Deepsea Mira successfully commenced the contract with Rhino on 29 July.

At the date of this report, the Company's total firm backlog is estimated to be approximately \$382.0 million.

Forward Looking Statements

The Company's activities are subject to significant risks and uncertainties that can have an adverse effect on the Company's business, financial condition, results of operations and cash flow. See Notes to the unaudited condensed consolidated financial statements.

This report contains certain forward-looking statements relating to the business, financial performance and results of the Company and/or the industry in which it operates, sometimes identified by the words "believes", "expects", "intends", "plans", "estimates" and similar expressions. The forward-looking statements contained in this report, including assumptions, opinions and views of the Company or cited from third-party sources, are solely opinions and forecasts which are subject to risks, uncertainties and other factors that may cause actual events to differ materially from any anticipated development. The Company does not provide any assurance that the assumptions underlying such forward-looking statements are free from errors, nor does the Company accept any responsibility for the future accuracy of the opinions expressed in the presentation or the actual occurrence of the forecasted developments. No obligations are assumed to update any forward-looking statements or to confirm these forward-looking statements to actual results.

The Board of Directors and the Chief Executive Officer Northern Ocean Ltd. Hamilton, Bermuda 27 November, 2025

Consolidated Statements of Operations

Quarters 9 Months Full Year
(in thousands of \$) Note Q3 2025 Q2 2025 Q3 2024 Jan 1 to Sep
30, 2025
Jan 1 to Sep
30, 2024
2024
Contract revenue 3 55,918 48,980 37,797 160,511 189,765 252,615
Reimbursable revenue 1,448 3,661 2,040 7,482 8,438 10,912
Other income 70 (74) 33 77 303 333
Total operating revenues 57,436 52,567 39,870 168,070 198,506 263,860
Rig operating expenses 4 46,429 35,022 43,998 117,449 159,357 206,316
Reimbursable expenses 1,431 3,544 1,984 7,321 8,036 10,809
Depreciation 16,008 14,233 12,823 43,656 36,596 49,929
Administrative expenses 2,048 1,512 1,157 6,166 4,854 7,011
Total operating expenses 65,916 54,311 59,962 174,592 208,843 274,065
Net operating gain (loss) (8,480) (1,744) (20,092) (6,522) (10,337) (10,205)
Interest income 324 548 1,113 1,281 2,080 2,679
Interest expense (15,906) (15,211) (15,930) (46,193) (40,941) (56,300)
Foreign exchange gain (1,389) 1,957 (886) 1,231 (618) 610
Other financial expenses (9) (12) (1) (23) (41) (41)
Net loss from continuing operations before taxes (25,460) (14,462) (35,796) (50,226) (49,857) (63,257)
Tax charge (428) (599) (94) (1,967) (1,975) (2,400)
Net loss from continuing operations (25,888) (15,061) (35,890) (52,193) (51,832) (65,657)
Basic and diluted loss from continuing operations per share (\$) (0.09) (0.05) (0.19) (0.17) (0.24) (0.23)

Consolidated Statements of Comprehensive Income

Quarters 9 Months Full Year
(in thousands of \$) Q3 2025 Q2 2025 Q3 2024 Jan 1 to Sep
30, 2025
Jan 1 to Sep
30, 2024
2024
Net loss (25,888) (15,061) (35,890) (52,193) (51,832) (65,657)
Foreign currency translation (loss) gain 843 (310) 58 430 113 56
Other comprehensive (loss) income 843 (310) 58 430 113 56
Comprehensive loss (25,045) (15,371) (35,832) (51,763) (51,719) (65,601)

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

Consolidated Balance Sheets

(in thousands of \$) Note Sep 2025 Dec 2024
ASSETS
Short-term assets
Cash and cash equivalents 43,774 42,751
Restricted cash 7 169 138
Related party receivables
Accounts receivable, net 19,361 47,410
Unbilled receivables 2,666 7,556
Short-term portion of deferred costs 8 32,752 2,200
Material and supplies, net 1,2
344
Other current assets 10 5,204 1,973
Right-of-use assets under operating leases 25 128
Total short-term assets 103,951 102,500
Long-term assets
Drilling units 9 926,922 929,049
Fixtures and fittings 14 18
LT Deferred Assets 8 26,570
Total long-term assets 953,506 929,067
Total assets 1,057,457 1,031,567
(in thousands of \$) Note Sep 2025 Dec 2024
LIABILITIES AND EQUITY
Short-term liabilities
Short-term portion of long-term debt 11 291,992 14,950
Other current liabilities 10 80,831 47,861
Short-term portion of deferred revenue 8 20,798 3,970
Related party payables 33 54
Lease dilapidations 5 5
Related party debt 13
Obligations under operating leases 30 112
Total short-term liabilities 393,689 66,952
Long-term liabilities
Long-term debt 12 284,006
Long-term deferred revenue 8 20,028 2,605
Long-term related party debt 13 248,734 231,840
Total long-term liabilities 268,762 518,451
Commitments and contingencies
Total equity 395,006 446,164
Total liabilities and equity 1,057,457 1,031,567

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

Consolidated Statements of Cash Flows

Quarters 9 Months Full Year
(in thousands of \$) Q3 2025 Q2 2025 Q3 2024 Jan 1 to Sep
30, 2025
Jan 1 to Sep
30, 2024
2024
NET LOSS (25,888) (15,063) (35,889) (52,193) (51,832) (65,657)
Adjustment to reconcile net (loss) income to net cash used in
operating activities;
Amortization of deferred charges 181 179 181 537 323 504
Amortization of deferred costs 2,367 4,567 27,073 33,337
Amortization of deferred revenue (538) (1,071) (27) (5,497) (14,715) (19,073)
Depreciation 16,008 14,234 12,823 43,656 36,596 49,929
Compensation cost 193 205 68 603 68 273
Unrealized foreign exchange loss (gain) 843 (310) 58 430 113 56
Accrued demobilization income (752) (752)
Accrued demobilization costs 878 878
Change in operating assets and liabilities;
Receivables 11,567 3,831 23,429 28,049 16,620 (6,022)
Unbilled receivables 14,507 (15,198) 3,084 5,642 3,642 (284)
Other current assets (1,064) (714) (2,629) (2,887) (3,060) 136
Right-of-use assets under operating leases 35 20 (143) 103 (46) 2
Additions to deferred costs (11,551) (34,526) (671) (61,689) (671) (8,464)
Additions to deferred revenue 15,709 1,044 1,000 39,748 1,000 8,191
Other current liabilities 6,530 26,604 12,324 32,092 (3,306) (12,684)
Related party balances (59) 154 (9) (20) 119 186
Obligations under operating leases (4) (30) 142 (82) 54 6
Net cash provided by (used in) operating activities 28,836 (20,641) 13,741 33,185 11,978 (19,438)

Consolidated Statements of Cash Flows

Quarters 9 Months Full Year
(in thousands of \$) Q3 2025 Q2 2025 Q3 2024 Jan 1 to Sep
30, 2025
Jan 1 to Sep
30, 2024
2024
INVESTING ACTIVITIES
Additions to drilling units (5,680) (17,704) (18,371) (41,503) (41,484) (55,404)
Additions to Fixtures and fittings (6) (15) (21)
Net cash used in investing activities (5,686) (17,719) (18,371) (41,524) (41,484) (55,404)
FINANCING ACTIVITIES
Net proceeds from share issuances 59,598 59,598
Related party debt: proceeds 8,501 16,893 78,051 94,891
Long-term debt: repayments (7,500) (7,500) (90,000) (90,000)
Debt fees paid (1,250) (1,250)
Net cash provided by financing activities (7,500) 8,501 9,393 46,399 63,239
Net change 15,650 (29,859) (4,630) 1,054 16,893 (11,603)
Cash, cash equivalents and restricted cash at start of the period 28,293 58,152 76,015 42,889 54,492 54,492
Cash, cash equivalents and restricted cash at end of the period 43,943 28,293 71,385 43,943 71,385 42,889

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

Consolidated Statements of Changes in Equity

(in thousands of \$ except number of shares) Jan 1 to Sep
30, 2025
2024
Number of shares outstanding
Balance at beginning of period 303,215,392 182,677,107
Shares issued — 120,538,285
Balance at end of period 303,215,392 303,215,392
Share capital
Balance at beginning of period 151,608 91,339
Shares issued 60,269
Balance at end of period 151,608 151,608
Additional paid in capital
Balance at beginning of period 580,214 565,613
Shares issued 14,328
Stock options 605 273
Balance at end of period 580,819 580,214
Accumulated other comprehensive income (loss)
Balance at beginning of period (54) (110)
Other comprehensive income 430 56
Balance at end of period 376 (54)
Retained deficit
Balance at beginning of period (285,604) (219,947)
Net loss (52,193) (65,657)
Balance at end of period (337,797) (285,604)
Total equity 395,006 446,164

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

Notes

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. GENERAL

Northern Ocean Ltd. owns and operates two modern harsh-environment semisubmersible drilling rigs, with the primary purpose of providing offshore drilling services for the oil and gas industry in harsh environments worldwide.

As of the date of this report, the Company owns Deepsea Mira and Deepsea Bollsta.

Deepsea Bollsta completed its contract with OMV Norge AS on 23 July.

Deepsea Bollsta commenced its long term contract with Equinor Energy AS, a subsidiary of Equinor ASA, on 31 August. The contract has a firm two-year period with five optional one-year extensions, this added approximately \$335.0 million in firm backlog and an additional \$80.0 million for client specific upgrades, integrated services and mobilization from Namibia to Norway.

On 8 July NOL announced the signing of a contract with a subsidiary of Rhino Resources Ltd. ("Rhino") for the Deepsea Mira for operations in Namibia. The contract included one firm well for Rhino, one firm well for BW Kudu, a subsidiary of BW Energy ASA, and three optional wells, with an estimated firm duration of 112 days and projected value of approximately \$40.0 million. Deepsea Mira successfully commenced the contract with Rhino on 29 July.

At the date of this report, the Company's total firm backlog is estimated to be approximately \$382.0 million.

2. BASIS OF ACCOUNTING

The unaudited condensed consolidated financial statements are stated in accordance with generally accepted accounting principles in the United States of America. The unaudited condensed consolidated financial statements do not include all of the disclosures required in annual and interim consolidated financial statements and should be read in conjunction with the Company's audited financial statements for the year ended 31 December 2024.

Going concern assumption

These consolidated financial statements are prepared under the going concern assumption.

As the Deepsea Mira currently has no long term backlog, the Group's financial position is reliant on securing additional drilling contracts for the rig. This situation potentially gives rise to substantial doubt regarding the Group's ability to continue as a going concern. In the absence of new contract awards, the Group will need to rely on loan amendments, new financing arrangements, and/or equity issuances to meet its loan obligations and working capital requirements over the next twelve months. However, the Board remains confident that a solution will be reached.

3. REVENUE FROM CONTRACTS WITH CUSTOMERS

The following table provides information about composition of contract revenue:

(in thousands of \$) Q3 2025 Jan 1 to Sep
30, 2025
Dayrate revenue 46,969 134,373
Amortization of deferred revenue 510 5,415
Demobilization revenue 1,044 7,544
Other 7,395 13,179
Contract revenue 55,918 160,510

Dayrate revenue

Dayrate revenue earned from the Deepsea Bollsta and Deepsea Mira drilling contracts.

Amortization of deferred revenue

The Company may receive fees from its customers for the mobilization of rigs. These activities are not considered to be distinct within the context of the contract and therefore, where these fees are known and probable the associated

revenue is allocated to the overall performance obligation and recognized ratably over the initial firm term of the related drilling contract.

The following table provides information about the composition of amortization of deferred revenue:

(in thousands of \$) Q3 2025
Balance at 31 December 2024 3,861
Additions to deferred revenue 39,748
Amortization of deferred revenue (5,415)
Balance at 30 September 2025 38,194
Short-term deferred revenue 20,688
Long-term deferred revenue 17,505

Note the deferred revenue assets in the balance sheet also contain funds received from the Norwegian government as a grant, due to the Deepsea Mira being equipped with systems which reduce NOx emissions. The grant is being amortized over the estimated useful life of the Deepsea Mira, resulting in annual amortization of \$0.1 million. At the date of this report \$2.5 million is held as deferred revenue in relation to the NOx grant, split between short-term and longterm.

4. RIG OPERATING EXPENSES

The following table provides information about the composition of rig operating expenses:

(in thousands of \$) Q3 2025 Jan 1 to Sep
30, 2025
Daily operating expenses 43,890 100,985
Maintenance projects 700 10,150
Amortization of deferred costs 2,367 4,567
Accrued demobilization costs
Other (528) 1,747
Rig operating expenses 46,429 117,449

Daily operating expenses

This category includes the costs associated with the daily operations of the rigs. The notable constituents of the daily operating expenses are the expenses for offshore personnel, repairs and maintenance (excluding maintenance projects referred to below), onshore support services, catering costs and management fees payable to Odfjell Drilling.

Included in daily operating expenses are incremental costs associated with providing customers with add-on services for which the commercial terms differ from those services provided on a reimbursable basis. The costs and the associated revenue for these services are reported on a gross basis under rig operating expenses and contract revenue respectively.

Maintenance projects

Maintenance projects which are considered non-recurring and with an individual cost in excess of \$100,000 are not considered to be indicative of the ordinary daily running costs of our operations and have been disaggregated from daily operating expenses. These projects are either preventive or corrective in nature.

Amortization of deferred costs

Certain direct and incremental costs incurred for upfront preparation, initial mobilization and modifications of the contracted rigs represent costs of fulfilling

a contract as they relate directly to a contract and enhance resources that will be used in satisfying performance obligations. Such costs are deferred and amortized ratably to rig operating expenses as services are rendered over the initial term of the related drilling contract.

The following table provides information about the deferred costs to fulfill a contract with customers;

(in thousands of \$) Q3 2025
Balance at 31 December 2024 2,200
Cost additions 61,689
Amortization (4,567)
Balance at 30 September 2025 59,322
Short-term deferred costs 32,752

5. INCOME TAXES

Under current Bermuda law, the Company is not required to pay taxes in Bermuda on either income or capital gains. The Company has received written assurance from the Minister of Finance in Bermuda that, in the event of any such taxes being imposed, the Company will be exempted from taxation until 31 March, 2035.

Other jurisdictions

The Company has subsidiaries, which are incorporated in the Marshall Islands and are not subject to income tax. Certain of the Company's subsidiaries and branches in Norway, Ireland, Namibia, Cyprus and the U.S. are subject to income tax in their respective jurisdictions.

Deferred tax

Deferred tax assets and liabilities are based on temporary differences that arise between carrying values of assets and liabilities used for financial reporting purposes and amounts used for taxation purposes and the future tax benefits of tax loss carry forwards.

The Company does not have any unrecognized tax benefits, material accrued interest or penalties relating to income taxes.

6. EARNINGS PER SHARE

The computation of basic earnings per share is calculated by dividing the net loss attributable to the Company by the weighted average number of shares outstanding during the period.

Diluted earnings per share amounts are calculated by dividing the net income attributable to the Company by the weighted average number of shares outstanding during the year plus the weighted average number of ordinary shares that would be issued on conversion of all the dilutive potential ordinary shares into ordinary shares. If in the period there is a loss then any dilutive potential ordinary shares have been excluded from the calculation of diluted loss per share, as their effect would be anti-dilutive.

The components of the numerator and the denominator in the calculation are as follows:

Q3 2025 Jan 1 to Sep
30, 2025
Jan 1 to Sep
30, 2024
Q3 2024 2024
Net loss (in thousands of \$) (25,888) (52,193) (51,832) (35,890) (65,657)
Weighted average number of ordinary shares (in thousands) 303,215 303,215 216,505 273,215 238,182
Loss per share (0.09) (0.17) (0.24) (0.13) (0.28)

7. RESTRICTED CASH

As of 30 September 2025, restricted cash of \$0.2 million consists of funds held for an NIS guarantee and payroll taxes.

8. DEFERRED COST AND DEFERRED REVENUE

At the end of the third quarter Deferred cost and Deferred revenue relating to the Equinor contract for Deepsea Bollsta, were \$59.2 million and \$39.8 million respectively. The net amount will be a cost when Deepsea Bollsta is sold 15 December 2025.

9. DRILLING UNITS

Movements in the carrying value of drilling units in the three months ended 30 September 2025, are summarized as follows:

(in thousands of \$) Cost Accumulated
depreciation
Net carrying
value
Balance at 31 December 2024 1,103,489 (174,440) 929,049
Additions 41,503 41,503
Retirement of assets (2,729) 2,729
Depreciation (43,632) (43,632)
Balance at 30 September 2025 1,142,265 (215,343) 926,921

10. OTHER CURRENT ASSETS

Other current assets as of 30 September 2025, are summarized as follows:

Other current assets 5,204
Other 604
VAT receivable 4,565
Deposit held 35
(in thousands of \$)

Other

This category principally consist of prepayments for insurance and operational costs.

11. OTHER CURRENT LIABILITIES

Other current liabilities as of 30 September 2025, are summarized as follows:

Other current liabilities 80,831
VAT liability 2,699
Contract demobilization liability 140
Accrued interest expense 14,505
Other payables 16,920
Accrued operating expense 20,878
Accrued administrative expense 946
Accounts payable 24,743
(in thousands of \$)

Other payables

Other payables primarily consist of withholding and corporate taxes due to the Namibian tax authorities.

12. DEBT

Debts due to non-related parties as of 30 September 2025, are summarized as follows:

(in thousands of \$)
U.S. dollar denominated floating rate debt:
Term loan facility - Deepsea Mira 123,173
Term loan facility - Deepsea Bollsta 130,865
Revolving loan facility - Deepsea Mira and Deepsea Bollsta 38,462
Total debt - gross of deferred charges 292,500
Short-term portion of debt issuance costs (508)
Long-term portion of debt issuance costs
Total debt - net of deferred charges 291,992
Short-term debt 291,992
Long-term debt
Total debt - net of deferred charges 291,992

The outstanding debt to non-related parties as of 30 September 2025, is repayable as follows:

(in thousands of \$)
Year 1 292,500
Year 2
Year 3
Year 4
Year 5
Thereafter
Total outstanding debt 292,500

The Company remains in compliance with all covenants specified in its bank debt agreements.

At the beginning of the year, the Company held a \$300.0 million loan facility with a consortium of banks. The bank facility amortizes with \$7.5 million per quarter, from July this year, with final maturity date in June 2026.

Assets pledged

(in thousands of \$)
Drilling units 926,922

Deferred charges

Total deferred charges 508
Accumulated amortization (1,572)
Debt arrangement fees 2,080
(in thousands of \$)

13. RELATED PARTY DEBT

As of 30 September 2025, debt due to related parties is summarized as follows:

Total debt 248,734
Long-term debt 248,734
Short-term debt
Total debt 248,734
\$215.0 million credit loan facility 248,734
\$ denominated floating rate debt:
(in thousands of \$)

At the start of the year, the Company held a single \$215.0 million facility. The facility requires no amortization and has a final maturity date in December 2026. The Company also has the option to convert cash interest payments into Payment-In-Kind ("PIK") interest at a pre-agreed premium. The Company elected to utilize this option increasing the principal balance to \$248.4 million as of 30 September 2025.

The outstanding debt as of 30 September 2025, is repayable as follows:

(in thousands of \$)
Year 1
Year 2 248,734
Year 3
Year 4
Year 5
Thereafter
248,734

The Company is in compliance with the covenants set out in the agreement with Sterna Finance Ltd. ("Sterna").

14. SHARE CAPITAL

There were no changes to the Company's share capital during the second quarter of 2025.

As of 30 September 2025, the Company continues to have 303,215,392 fully paid common shares outstanding and authorized share capital of \$968,098,811, divided into 1,936,197,622 common shares of a par value of \$0.50 each.

15. FAIR VALUES

The carrying value and estimated fair value of the Company's financial instruments as of 30 September 2025, are as follows:

(in thousands of \$) Carrying
value
Fair
value
Assets:
Cash and cash equivalents 43,774 43,774
Restricted cash 169 169
Liabilities:
Floating rate debt 291,923 292,730
Long-term related party debt 248,734 258,325

The estimated fair values of financial assets and liabilities are as follows:

(in thousands of \$) Fair
value
Level 1 Level 2 Level 3
Assets:
Cash and cash equivalents 43,774 43,774
Restricted cash 169 169
Liabilities:
Floating rate debt 292,730 292,730
Long-term related party debt 258,325 258,325

The following methods and assumptions were used to estimate the fair value of each class of financial instrument:

  • Cash and cash equivalents the carrying values in the balance sheet approximate fair value.
  • Restricted cash the carrying value in the balance sheet approximates fair value.
  • Floating rate debt (being total debt less the carrying value of deferred charges) – the fair value has been determined using level 3 inputs being the discounted expected cash flows of the outstanding debt.
  • Long-term related party debt the fair value has been determined using level 3 inputs being the discounted expected cash flows of the outstanding debt.

16. RELATED PARTY TRANSACTIONS

Hemen Holdings Ltd. ("Hemen"), a Cyprus holding company, was the Company's largest shareholder as at 30 September 2025. The Company currently transacts, or has previously transacted, with the following related parties, being companies in which Hemen, or companies affiliated with Hemen, have a significant interest:

  • Sterna;
  • Front Ocean Management Ltd. and Front Ocean Management AS (together "Front Ocean");
  • Frontline Management (Bermuda) Ltd. ("Frontline");
  • Seatankers Management Co. Ltd. ("Seatankers").

Sterna transactions

See related party debt (Note 12).

Frontline, Front Ocean and Seatankers transactions

The Company and its subsidiaries have received treasury, accounting, corporate secretarial and advisory services from these entities and were charged \$0.1 million in the quarter ending 30 September 2025 (2024: \$0.3 million).

17. COMMITMENTS AND CONTINGENCIES

As of 30 September 2025, the Company had ongoing capital commitments for the work related to the renewal of certificates for blowout preventers for both rigs, completed in third quarter, as well as the Deepsea Bollsta's activities for the 5 yearly Special Periodical Survey and preparations for the Equinor contract started during the quarter.

18. SHARE BASED COMPENSATION

In the third quarter of 2024, the Company granted a total of 9,500,000 share options to members of management. As of 30 September 2025, 6,333,333 of these options were outstanding and remained unvested. The options have a weighted average exercise price of NOK 12.00 and a weighted average remaining contractual term of 1.3 years.

19. SUBSEQUENT EVENTS

On 31 October the Company announced an extension of the contract for Deepsea Bollsta with Equinor for drilling on Johan Sverdrup. In continuation of the initial 2 years firm term, the contract was extended by 5 months in order to complete an 8 well program for the Johan Sverdrup Unit. The contract still includes five oneyear options available for Equinor following the extension.

On 12 November the Company announced that the contract for Deepsea Mira with Rhino Resources has been amended to incorporate an additional firm well test. As a result, the firm term of the contract has been extended by a total of 28 days. This additional well test will take place prior to the existing 3 optional wells.

On 17 November the Company announced that its subsidiary has entered into an agreement to sell Deepsea Bollsta to an Odfjell Drilling subsidiary for a cash settlement of \$480 million, effective 15 December 2025.

The proposed transaction is subject to regulatory approval in Norway. The parties expect to conclude the transaction as soon as practicable after obtaining the required approvals.

Successful completion of the transaction will allow NOL to refinance its balance sheet and materially improve capital efficiency, thereby enabling the company to commence the return of capital to shareholders.

We confirm, to the best of our knowledge, that the condensed consolidated financial statements for the period 1 January to 30 September 2025, have been prepared in accordance with U.S. generally accepted accounting principles and give a true and fair view of the Company's assets, liabilities, financial position and profit or loss as a whole. We also confirm, to the best of our knowledge, that the interim management report includes a fair review of important events that have occurred during the financial year and their impact on the condensed consolidated financial statements, a description of the principal risks and uncertainties for the period, and major related party transactions.

The Board of Directors and the Chief Executive Officer Northern Ocean Ltd.

Hamilton, Bermuda, 27 November, 2025

Gary Casswell (Chairman)

James Ayers (Director)

Sven Børre Larsen (Director)

Mikhael Bothbol (Director)

Jan Erik Klepsland (Director)

Arne Jacobsen (Chief Executive Officer)

Talk to a Data Expert

Have a question? We'll get back to you promptly.