GENCO SHIPPING & TRADING LTD

Consolidated Financial Statements

Index to Consolidated Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and the Board of Directors of

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Genco Shipping & Trading Limited and subsidiaries (the "Company") as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income (loss), equity, and cash flows, for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2025, based on criteria established inInternal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 18, 2026, expressed an unqualified opinion on the Company's internal control over financial reporting.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Determination of Vessel Impairment Indicators – Refer to Note 2 of the consolidated financial statements

Critical Audit Matter Description

The Company’s evaluation of vessel assets for impairment involves an initial assessment of each vessel asset to determine whether events or changes in circumstances exist that may indicate that the carrying amounts of vessel assets are no longer recoverable. Total Vessels, net as of December 31, 2025 were $939 million.

Possible indicators of impairment may include but not limited to events or changes in circumstances affecting the legal environment, the business climate, market value, extent or manner of use, and physical condition of the vessel assets. When events or changes in circumstances exist, the Company evaluates its vessel assets for impairment by comparing undiscounted future cash flows expected to be generated over the life of each vessel asset to the respective carrying amount. If the Company’s estimate of undiscounted future cash flows for any vessel asset for which indicators of impairment exist is lower than the vessel asset’s carrying value, and the vessel’s carrying value is greater than its fair value, the carrying value is written down, by recording a charge to operations, to the vessel asset’s fair market value.

The Company makes significant assumptions to evaluate vessel assets for possible indicators of impairment. Changes in these assumptions could have a significant impact on the vessel assets identified for further analysis. For the year ended December 31, 2025 there were impairment losses of $0.7 million recorded related to the loss on disposal of replaced equipment on certain vessels.

We identified the determination of impairment indicators for vessel assets as a critical audit matter because of the significant assumptions management makes when determining whether events or changes in circumstances have occurred indicating that the carrying amounts of vessel assets may not be recoverable. This required a high degree of auditor judgment when performing audit procedures to evaluate whether management appropriately identified impairment indicators.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the evaluation of vessel assets for possible indicators of impairment included the following, among others:

Consolidated Balance Sheets as of December 31, 2025 and 2024

(U.S. Dollars in thousands, except for share and per share data)

Consolidated Statements of Operations for the Years Ended December 31, 2025, 2024 and 2023

(U.S. Dollars in Thousands, Except for Earnings Per Share and Share Data)

Consolidated Statements of Comprehensive (Loss) Income

Consolidated Statements of Equity

Consolidated Statements of Cash Flows

(U.S. Dollars in Thousands, Except per Share Data)

Notes to Consolidated Financial Statements for the Years Ended December 31, 2025, 2024 and 2023

1 – GENERAL INFORMATION

The accompanying consolidated financial statements include the accounts of Genco Shipping & Trading Limited (“GS&T”) and its direct and indirect subsidiaries (collectively, the “Company”). The Company is engaged in the ocean transportation of drybulk cargoes worldwide through the ownership and operation of drybulk carrier vessels and operates intwo reportable segments. Refer to Note 3 — Segment Reporting. GS&T is incorporated under the laws of the Marshall Islands and as of December 31, 2025, is the direct or indirect owner of all of the outstanding shares or limited liability company interests of the following subsidiaries: Genco Ship Management LLC; Genco Investments LLC; Genco Shipping Pte. Ltd.; Genco Shipping A/S; Baltic Trading Limited (“Baltic Trading”); and the ship-owning subsidiaries as set forth below under “Other General Information.”

During September 2021, the Company and Synergy Marine Pte. Ltd. (“Synergy”), a third party, formed a joint venture, GS Shipmanagement Pte. Ltd. (“GSSM”). GSSM is owned 50% by the Company and 50% by Synergy as of December 31, 2025 and 2024, and was formed to provide ship management services to the Company’s vessels. As of December 31, 2025 and 2024, the cumulative investments GSSM received from the Company and Synergy totaled $50 and $50, respectively, which were used for expenditures directly related to the operations of GSSM.

Management has determined that GSSM qualifies as a variable interest entity, and, when aggregating the variable interest held by the Company and Synergy, the Company is the primary beneficiary as the Company has the ability to direct the activities that most significantly impact GSSM’s economic performance. Accordingly, the Company consolidates GSSM.

Other General Information

As of December 31, 2025, 2024 and 2023, the Company’s fleet consisted of 43,42 and 46 vessels, respectively.

Below is the list of Company’s wholly owned ship-owning subsidiaries as of December 31, 2025:

2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of consolidation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) which includes the accounts of GS&T and its direct and indirect wholly-owned subsidiaries and GSSM. All intercompany accounts and transactions have been eliminated in consolidation.

Accounting estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include vessel valuations, impairment of vessels, the valuation of amounts due from

charterers, performance claims, residual value of vessels, useful life of vessels, the fair value of time charters acquired, performance-based restricted stock units and the fair value of derivative instruments, if any. Actual results could differ from those estimates.

Business geographics

The Company’s vessels regularly move between countries in international waters, over hundreds of trade routes and, as a result, the disclosure of geographic information is impracticable.

Segment reporting

The Company has determined that it operates intwo reportable segments, refer to Note 3 — Segment Reporting.

Cash, cash equivalents and restricted cash

The Company considers highly liquid investments, such as money market funds and certificates of deposit with an original maturity of three months or less at the time of purchase to be cash equivalents. Current restricted cash includes cash that was restricted pursuant to the Company’s lease agreement. The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the Consolidated Balance Sheets that sum to the total of the same amounts shown in the Consolidated Statements of Cash Flows:

Due from charterers, net

Due from charterers, net includes accounts receivable from charters, including receivables for spot market voyages, net of the provision for doubtful accounts. At each balance sheet date, the Company records the provision based on a review of all outstanding charter receivables. Included in the standard time charter contracts with the Company’s customers are certain performance parameters which, if not met, can result in customer claims. As of December 31, 2025 and 2024, the Company had a reserve of$519 and $1,620, respectively, against the due from charterers balance and an additional accrual of $498 and $995, respectively, in deferred revenue, each of which is primarily associated with estimated customer claims against the Company including vessel performance issues under time charter agreements.

Revenue is based on contracted charterparties. However, there is always the possibility of dispute over terms and payment of hires and freights. In particular, disagreements may arise concerning the responsibility of lost time and revenue. Accordingly, the Company periodically assesses the recoverability of amounts outstanding and estimates a provision if there is a possibility of non-recoverability. The Company believes its provisions to be reasonable based on information available.

Bunker swap and forward fuel purchase agreements

From time to time, the Company may enter into fuel hedge agreements with the objective of reducing the risk of the effect of changing fuel prices. The Company has entered into bunker swap agreements and forward fuel purchase agreements. The Company’s bunker swap agreements and forward fuel purchase agreements do not qualify for hedge

accounting treatment; therefore, any unrealized or realized gains and losses are recorded in the Consolidated Statements of Operations. Derivatives are Level 2 instruments in the fair value hierarchy.

During the years ended December 31, 2025, 2024 and 2023, the Company recorded ($60), $78 and $202 of realized (losses) gains in other expense, respectively. During the years ended December 31, 2025, 2024 and 2023, the Company recorded $6, ($8) and ($96) of unrealized gains (losses) in other expense, respectively.

There wereno bunker swap agreements or forward fuel purchase agreements in an asset position as of December 31, 2025 and 2024. The total fair value of the bunker swap agreements and forward fuel purchase agreements in a liability position as of December 31, 2025 and 2024 was$0 and $6, respectively, and are recorded in accounts payable and accrued expenses in the Consolidated Balance Sheets.

Inventories

Inventories consist of consumable bunkers and lubricants that are stated at the lower of cost and net realizable value. Cost is determined by the first in, first out method.

Fair value of financial instruments

The estimated fair values of the Company’s financial instruments, such as amounts due to / due from charterers, accounts payable and long-term debt, approximate their individual carrying amounts as of December 31, 2025 and 2024 due to their short-term maturity or the variable-rate nature of the respective borrowings under the credit facilities. See Note 10 — Fair Value of Financial Instruments for additional disclosure on the fair value of long-term debt.

Vessel acquisitions

When the Company enters into an acquisition transaction, it determines whether the acquisition transaction was the purchase of an asset or a business based on the facts and circumstances of the transaction. As is customary in the shipping industry, the purchase of a vessel is normally treated as a purchase of an asset as the historical operating data for the vessel is not reviewed nor is it material to the Company’s decision to make such acquisition.

When a vessel is acquired with an existing time charter, the Company allocates the purchase price to the vessel and the time charter based on, among other things, vessel market valuations and the present value (using an interest rate which reflects the risks associated with the acquired charters) of the difference between (i) the contractual amounts to be paid pursuant to the charter terms and (ii) management’s estimate of the fair market charter rate, measured over a period equal to the remaining term of the charter. The capitalized above-market (assets) and below-market (liabilities) charters are amortized as a reduction or increase, respectively, to voyage revenues over the remaining term of the charter.

Vessels, net

Vessels, net is stated at cost less accumulated depreciation. Included in vessel costs are acquisition costs directly attributable to the acquisition of a vessel and expenditures made to prepare the vessel for its initial voyage. The Company also capitalizes interest costs for a vessel under construction as a cost that is directly attributable to the acquisition of a vessel. Vessels are depreciated on a straight-line basis over their estimated useful lives, determined to be 25 years from the date of initial delivery from the shipyard. Depreciation expense for vessels for the years ended December 31, 2025, 2024 and 2023 was $50,002, $48,165 and $50,525, respectively.

Depreciation expense is calculated based on cost less the estimated residual scrap value. The costs of significant replacements, renewals and betterments are capitalized and depreciated over the shorter of the vessel’s remaining estimated useful life or the estimated life of the renewal or betterment. Expenditures for routine maintenance and repairs are expensed as incurred. Scrap value is estimated by the Company by taking the estimated scrap value of $400 per lightweight ton (“lwt”) times the weight of the relevant vessel in lwt.

Deferred drydocking costs

The Company’s vessels are required to be drydocked approximately every 30 to 60 months for major repairs and maintenance that cannot be performed while the vessels are operating. The Company defers the costs associated with the drydockings as they occur and amortizes these costs on a straight-line basis over the period between drydockings. Costs deferred as part of a vessel’s drydocking include actual costs incurred at the drydocking yard; cost of travel, lodging and subsistence of personnel sent to the drydocking site to supervise; and the cost of hiring a third party to oversee the drydocking. If the vessel is drydocked earlier than originally anticipated, any remaining deferred drydock costs that have not been amortized are expensed at the end of the drydock.

Amortization expense for drydocking for the years ended December 31, 2025, 2024 and 2023 was $23,459, $17,916 and $13,253, respectively, and is included in Depreciation and amortization in the Consolidated Statements of Operations. All other costs incurred during drydocking are expensed as incurred, with the exception of other capitalized costs incurred related to vessel assets and vessel equipment.

Fixed assets, net

Fixed assets, net is stated at cost less accumulated depreciation and amortization. Depreciation and amortization are based on a straight line basis over the estimated useful life of the specific asset placed in service. The following table is used in determining the typical estimated useful lives:

Depreciation and amortization expense for fixed assets for the years ended December 31, 2025, 2024 and 2023 was $2,769, $2,585 and $2,687, respectively.

Deferred revenue

Deferred revenue primarily relates to cash received from charterers prior to it being earned. These amounts are recognized as income when earned. Additionally, deferred revenue includes estimated customer claims mainly due to time charter performance issues. Refer to “Revenue recognition” below for a description of the Company’s revenue recognition policy.

Deferred financing costs

Deferred financing costs, which are presented as a direct deduction within the outstanding debt balance in the Company’s Consolidated Balance Sheets, consist of fees, commissions and legal expenses associated with securing loan facilities and other debt offerings and amending existing loan facilities. These costs are amortized over the life of the related debt and are included in Interest expense in the Consolidated Statements of Operations.

Nonvested stock awards

The Company follows Accounting Standards Codification (“ASC”) Subtopic 718-10, “Compensation — Stock Compensation” (“ASC 718-10”), for nonvested stock issued under its equity incentive plans. Stock-based compensation costs from nonvested stock have been classified as a component of additional paid-in capital in the Consolidated Statements of Equity.

Dividends declared

If the Company has an accumulated deficit, dividends declared will be recognized as a reduction of additional paid-in capital (“APIC”) in the Consolidated Statements of Equity until the APIC is reduced to zero. Once APIC is reduced to zero, dividends declared will be recognized as an increase in accumulated deficit.

Equity

On October 1, 2025, the Company entered into a Shareholders Rights Agreement (the “Rights Agreement”) with Computershare Inc., as rights agent, which was amended on November 10, 2025. In connection therewith, the Board of Directors of the Company (the “Board”) declared a dividend ofone preferred share purchase right (“Right”) for each outstanding share of the Company’s common stock, $0.01 per share (the “Common Stock”). The dividend was payable on October 13, 2025 to shareholders of record as of the close of business on such date (the “Record Date”). In addition, one Right will automatically attach to each share of Common Stock issued between the Record Date and the Distribution Date (as defined in the Rights Agreement) when the rights become exercisable. The Rights will expire at 5:00 P.M., New York City time on September 30, 2026, unless such date is advanced or extended or unless the Rights are earlier redeemed or exchanged by the Board.

Revenue recognition

Since the Company’s inception, revenues have been generated from time charter agreements, spot market voyage charters, pool agreements and spot market-related time charters. Voyage revenues also include the sale of bunkers consumed during short-term time charters pursuant to the terms of the time charter agreement.

Time charters

A time charter involves placing a vessel at the charterer’s disposal for a set period of time during which the charterer may use the vessel in return for the payment by the charterer of a specified daily hire rate, including any ballast bonus payments received pursuant to the time charter agreement. Spot market-related time charters are the same as other time charter agreements, except the time charter rates are variable and are based on a percentage of the average daily rates as published by the Baltic Dry Index (“BDI”).

The Company records time charter revenues, including spot market-related time charters, over the term of the charter as service is provided. Revenues are recognized on a straight-line basis as the average revenue over the term of the respective time charter agreement beginning when the vessel is delivered to the charterer until it is redelivered back to the Company. The Company records spot market-related time charter revenues over the term of the charter as service is provided based on the rate determined based on the BDI for each respective billing period. As such, the revenue earned by the Company’s vessels that are on spot market-related time charters is subject to fluctuations of the spot market. Time charter contracts, including spot market-related time charters, are considered operating leases and therefore do not fall under the scope of ASC 606—Revenue from Contracts with Customers (“ASC 606”) because (i) the vessel is an identifiable asset; (ii) the Company does not have substantive substitution rights; and (iii) the charterer has the right to control the use of the vessel during the term of the contract and derives economic benefit from such use.

The Company has identified that time charter agreements, including fixed rate time charters and spot market-related time charters, contain a lease in accordance with ASC 842 —Leases (Topic 842)(“ASC 842”). Refer to Note 14 — Voyage Revenues for further discussion.

Spot market voyage charters

In a spot market voyage charter contract, the charterer hires the vessel to transport a specific agreed-upon cargo for a single voyage, which may contain multiple load ports and discharge ports. The consideration in such a contract is determined on the basis of a freight rate per metric ton of cargo carried or occasionally on a lump sum basis. The charter party generally has a minimum amount of cargo. The charterer is liable for any short loading of cargo or “dead” freight. The contract generally has a “demurrage” or “despatch” clause. As per this clause, the charterer reimburses the Company

for any potential delays exceeding the allowed laytime as per the charter party clause at the ports visited which is recorded as demurrage revenue. Conversely, the charterer is given credit if the loading/discharging activities happen within the allowed laytime known as despatch resulting in a reduction in revenue. The voyage contracts generally have variable consideration in the form of demurrage or despatch. The amount of revenue earned as demurrage or despatch paid by the Company for the years ended December 31, 2025, 2024 and 2023 is not a material percentage of the Company’s revenues.

Revenue for spot market voyage charters is recognized ratably over the total transit time of each voyage, which commences at the time the vessel arrives at the loading port and ends at the time the discharge of cargo is completed at the discharge port. The Company expects to complete its performance obligation generally within one year of the payment date and has elected the short-term contract disclosure exemption under ASC 606. Due to the short-term nature of the Company’s contracts, deferred revenue as of December 31, 2024 was recognized during the year ended December 31, 2025.

Voyage expense recognition

In time charters and spot market-related time charters, operating costs including crews, maintenance and insurance, which are recorded as part of vessel operating expenses, are typically paid by the owner of the vessel and specified voyage costs such as fuel and port charges are paid by the charterer. These expenses are borne by the Company during spot market voyage charters. As such, there are significantly higher voyage expenses for spot market voyage charters as compared to time charters and spot market-related time charters. Refer to Note 14— Voyage Revenues for further discussion of the accounting for fuel expenses for spot market voyage charters. There are certain other non-specified voyage expenses, such as commissions, which are typically borne by the Company. At the inception of a time charter, the Company records the difference between the cost of bunker fuel delivered by the terminating charterer and the bunker fuel sold to the new charterer as a gain or loss within voyage expenses. Additionally, the Company records lower of cost and net realizable value adjustments to re-value the bunker fuel on a quarterly basis for certain time charter agreements where the inventory is subject to gains and losses. These differences in bunkers, including any lower of cost and net realizable value adjustments, resulted in a net loss of$690, $509 and $168 during the years ended December 31, 2025, 2024 and 2023, respectively. Additionally, voyage expenses include the cost of bunkers consumed during short-term time charters pursuant to the terms of the time charter agreement.

Vessel operating expenses

Vessel operating expenses include crew wages and related costs, the cost of insurance, expenses relating to repairs and maintenance, the cost of spares and consumable stores, and other miscellaneous expenses. Vessel operating expenses are recognized when incurred.

Charter hire expenses

The costs to charter-in third party vessels, which primarily include the daily charter hire rate net of commissions, are recorded as Charter hire expenses. The Company recorded $5,958, $9,069 and $9,135 of charter hire expenses during the years ended December 31, 2025, 2024 and 2023, respectively.

Technical management expenses

Technical management expenses include the direct costs, including operating costs, incurred by GSSM for the technical management of the vessels under its management.

Impairment of long-lived assets

During the years ended December 31, 2025, 2024 and 2023, the Company recorded $651, $6,595 and $41,719 related to the impairment of vessel assets in accordance with ASC 360 — “Property, Plant and Equipment” (“ASC 360”), respectively. ASC 360 requires impairment losses to be recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less

than their carrying amounts. If indicators of impairment are present, which may include events or changes in circumstances affecting the legal environment, the business climate, market value, extent or manner of use, and physical condition of the vessel assets, the Company performs an analysis of the anticipated undiscounted future net cash flows to be derived from the related long-lived assets. Included in the impairment expense recorded during the years ended December 31, 2025, 2024 and 2023, there was $651, $961 and $0, respectively, recorded related to the loss on disposal of replaced equipment on certain vessels.

When the Company performs its analysis of the anticipated undiscounted future net cash flows, the Company utilizes various assumptions based on historical trends. Specifically, the Company utilizes the rates currently in effect for the duration of their current time charters or spot market voyage charters, without assuming additional profit sharing. For periods of time during which the Company’s vessels are not fixed on time charters or spot market voyage charters, the Company utilizes an estimated daily time charter equivalent for the vessels’ unfixed days based on the most recentten-year historicalone-year time charter average. In addition, for our older vessels, the Company evaluates the current market rate environment compared to theten-year historicalone-year time charter average and, if deemed necessary, will adjust the rate to better reflect the expected future cash flows. The projected undiscounted future net cash flows are determined by considering the future voyage revenues from existing time charters for the fixed fleet days and an estimated daily time charter equivalent for the unfixed days over the estimated remaining life of the vessel, assumed to be 25 years from the delivery of the vessel from the shipyard, reduced by brokerage and address commissions, expected outflows for vessels’ maintenance and vessel operating expenses (including planned drydocking and special survey expenditures) and required capital expenditures adjusted annually for inflation, assuming fleet utilization of 98%. The salvage value used in the impairment test is estimated to be $400 per light weight ton, consistent with the Company’s depreciation policy during 2025.

On July 16, 2024, the Company entered into an agreement to sell the Genco Hadrian, a 2008-built Capesize vessel, to a third party for $25,000 less a 2.0% commission payable to a third party. As the anticipated undiscounted cash flows, including the net sales price, did not exceed the net book value of the vessel as of June 30, 2024, the vessel value for the Genco Hadrian was adjusted to its net sales price of $24,500 as of June 30, 2024. This resulted in an impairment loss of $5,634 during the year ended December 31, 2024.

On September 30, 2023, the Company determined that the expected estimated future undiscounted cash flows forthree of its Capesize vessels, the Genco Claudius, Genco Commodus and Genco Maximus, did not exceed the net book value of these vessels as of September 30, 2023. This resulted in an impairment loss of$28,102 during the year ended December 31, 2023.

On November 14, 2023, the Company entered into an agreement to sell the Genco Commodus, a 2009-built Capesize vessel, to a third party for $19,500 less a 1.0% commission payable to a third party. Additionally, on December 21, 2023, the Company entered into agreements to sell the Genco Claudius, a 2010-built Capesize vessel, to a third party for $18,500 less a 1.0% commission payable to a third party and the Genco Maximus, a 2009-built Capesize vessel, to a third party for $18,000 less a 1.0% commission payable to a third party. Therefore, the vessel values for the Genco Commodus, Genco Claudius and Genco Maximus were adjusted to their net sales price of $19,305, $18,315 and $17,820, respectively, as of December 31, 2023. This resulted in an additional impairment loss of $13,617 during the year ended December 31, 2023. On February 24, 2024, the Company terminated its agreements to sell the Genco Claudius and the Genco Maximus due to the buyers’ breach of the agreements’ terms. During the first quarter of 2024, the Company commenced arbitration with the buyers, seeking a declaration that it validly terminated the agreements due to the buyers’ breach, and to retain the deposits paid by the buyers in connection with the sales, totaling $3,650. During the second quarter of 2024, the Company and the buyers reached an agreement in principle to settle this matter and conclude the arbitration proceeding in exchange for the buyers releasing the deposits to the Company, and this amount was recorded as part of the net gain on sale of vessels in the Consolidated Statements of Operations during the year ended December 31, 2024.

Refer to Note 5 — Vessel Acquisitions and Dispositions for further detail regarding the sale of certain aforementioned vessels.

Net gain on sale of vessels

During the year ended December 31, 2024, the Company recorded net gains of $16,468 related to the sale of vessels. The net gains recognized during the year ended December 31, 2024 related primarily to gains on the sale of the Genco Claudius, Genco Maximus and Genco Warrior, partially offset by losses related to the sale of the Genco Commodus and Genco Hadrian. This also includes the $3,650 deposits paid by the initial buyers in relation to the terminated sales of the Genco Claudius and Genco Maximus. During the years ended December 31, 2025 and 2023, the Company did not complete the sale of any vessels. Refer to Note 5 — Vessel Acquisitions and Dispositions for further detail regarding the sale of these vessels.

Other operating expense

Other operating expense of $1,930 and $5,728 recorded during the years ended December 31, 2025 and 2024, respectively, consists of costs incremental to routine expenses that were incurred related to the Company’s 2026 Annual Meeting of Shareholders and the Company’s 2024 Annual Meeting of Shareholders, respectively.

Loss on debt extinguishment

During the year ended December 31, 2025, the Company recorded $678 related to the loss on the extinguishment of debt in accordance with ASC 470-50— “Debt – Modifications and Extinguishments”(“ASC 470-50”’). This loss was recognized as a result of the refinancing of the $500 Million Revolver with the $600 Million Revolver on July 10, 2025 as described in Note 8 — Debt.

United States Gross Transportation Tax

Pursuant to Section 883 of the U.S. Internal Revenue Code of 1986 (as amended) (the “Code”), qualified income derived from the international operations of ships is excluded from gross income and exempt from U.S. federal income tax if a company engaged in the international operation of ships meets certain requirements (the “Section 883 exemption”). Among other things, in order to qualify, the Company must be incorporated in a country that grants an equivalent exemption to U.S. corporations and must satisfy certain qualified ownership requirements.

The Company is incorporated in the Marshall Islands. Pursuant to the income tax laws of the Marshall Islands, the Company is not subject to Marshall Islands income tax. The Marshall Islands has been officially recognized by the Internal Revenue Service as a qualified foreign country that currently grants the requisite equivalent exemption from tax. The Company is not taxable in any other jurisdiction, with the exception of Genco Shipping Pte. Ltd., Genco Shipping A/S and GSSM, as noted in the “Income taxes” section below.

The Company will qualify for the Section 883 exemption if, among other things, (i) the Company’s stock is treated as primarily and regularly traded on an established securities market in the United States (the “publicly traded test”) or (ii) the Company satisfies the qualified shareholder test or (iii) the Company satisfies the controlled foreign corporation test (the “CFC test”). Under applicable Treasury Regulations, the publicly traded test cannot be satisfied in any taxable year in which persons who actually or constructively own 5% or more of the Company’s stock (which the Company sometimes refers to as “5% shareholders”), together own 50% or more of the Company’s stock (by vote and value) for more than half the days in such year (which the Company sometimes refers to as the “five percent override rule”), unless an exception applies. A foreign corporation satisfies the qualified shareholder test if more than 50 percent of the value of its outstanding shares is owned (or treated as owned by applying certain attribution rules) for at least half of the number of days in the foreign corporation's taxable year by one or more “qualified shareholders.” A qualified shareholder includes a foreign corporation that, among other things, satisfies the publicly traded test. A foreign corporation satisfies the CFC test if it is a “controlled foreign corporation” and one or more qualified U.S. persons own more than 50 percent of the total value of all the outstanding stock.

Based on the publicly traded requirement of the Section 883 regulations, the Company believes that it qualified for exemption from income tax on income derived from the international operations of vessels during the years ended December 31, 2025, 2024 and 2023. In order to meet the publicly traded requirement, the Company’s stock must be

treated as being primarily and regularly traded for more than half the days of any such year. Under the Section 883 regulations, the Company’s qualification for the publicly traded requirement may be jeopardized if 5% shareholders own, in the aggregate, 50% or more of the Company’s common stock for more than half the days of the year. Management believes that during the years ended December 31, 2025, 2024 and 2023, the combined ownership of its 5% shareholders did not equal 50% or more of its common stock for more than half the days of each of those years.** **

If the Company does not qualify for the Section 883 exemption, the Company’s U.S. source shipping income, i.e.,50% of its gross shipping income attributable to transportation beginning or ending in the U.S. (but not both beginning and ending in the U.S.) is subject to a 4% tax without allowance for deductions (the “U.S. gross transportation tax”).

During the years ended December 31, 2025, 2024 and 2023, the Company qualified for Section 883 exemption and, therefore, didnot record any U.S. gross transportation tax.

Income taxes

To the extent the Company’s U.S. source shipping income, or other U.S. source income, is considered to be effectively connected income, as described below, any such income, net of applicable deductions, would be subject to the U.S. federal corporate income tax, currently imposed at a 21% rate. In addition, the Company may be subject to a 30% "branch profits" tax on such income, and on certain interest paid or deemed paid attributable to the conduct of such trade or business. Shipping income is generally sourced 100% to the United States if attributable to transportation exclusively between United States ports (the Company is prohibited from conducting such voyages),50% to the United States if attributable to transportation that begins or ends, but does not both begin and end, in the United States (as described in “United States Gross Transportation Tax” above) and otherwise 0% to the United States.

The Company’s U.S. source shipping income would be considered effectively connected income only if:

The Company does not intend to have, or permit circumstances that would result in having, any vessel sailing to or from the U.S. on a regularly scheduled basis. Based on the current shipping operations of the Company and the Company’s expected future shipping operations and other activities, the Company believes that none of its U.S. source shipping income will constitute effectively connected income. However, the Company may from time to time generate non-shipping income that may be treated as effectively connected income.

The Company established Genco Shipping Pte. Ltd. (“GSPL”), which is based in Singapore, on September 8, 2017. GSPL applied for and was awarded the Maritime Sector Incentive – Approved International Shipping Enterprise (“MSI-AIS”) status under Section 13F of the Singapore Income Tax Act (“SITA”) by the Maritime and Port Authority of Singapore. The award is for an initial period of 10 years, commencing on August 15, 2018, and is subject to a review of performance at the end of the initial five year period. The MSI-ASI status provides for a tax exemption on income derived by GSPL from qualifying shipping operations under Section 13F of the SITA. Income from non-qualifying activities is taxable at the prevailing Singapore Corporate income tax rate (currently 17%). During the years ended December 31, 2025, 2024 and 2023, GSPL recorded$37, $97 and $31 respectively, of income tax in Other expense in the Consolidated Statements of Operations.

During 2018, the Company established Genco Shipping A/S, which is a Danish-incorporated corporation which is based in Copenhagen and considered to be a resident for tax purposes in Denmark. Genco Shipping A/S was subject to corporate taxes in Denmark a rate of 22% during 2025, 2024 and 2023. During the years ended December 31, 2025,

2024 and 2023, Genco Shipping A/S recorded$290, $33 and $205, respectively, of income tax in Other expense in the Consolidated Statements of Operations.

GSSM was subject to corporate taxes in Singapore during 2025, 2024 and 2023 at a rate of 17%. During the years ended December 31, 2025, 2024 and 2023, the Company recorded$156, $115 and $238, respectively, of income tax in Other expense in the Consolidated Statements of Operations.

Concentration of credit risk

Financial instruments that potentially subject the Company to concentrations of credit risk are amounts due from charterers and cash and cash equivalents. With respect to amounts due from charterers, the Company attempts to limit its credit risk by performing ongoing credit evaluations and, when deemed necessary, requires letters of credit, guarantees or collateral. The Company earned all of its voyage revenues from 118,129 and 110 customers during the years ended December 31, 2025, 2024 and 2023.

For the year ended December 31, 2025, there wasone customer that individually accounted for more than 10% voyage revenues: Oldendorff Carriers, including its subsidiaries, which represented 11.0% of voyage revenues. For the year ended December 31, 2024, there weretwo customers that individually accounted for more than 10% voyage revenues: ST Shipping & Transport Pte. Ltd. and Oldendorff Carriers, including its subsidiaries, which represented 11.0% and 10.7% of voyage revenues, respectively. For the year ended December 31, 2023, there weretwo customers that individually accounted for more than 10% of voyage revenues, Rio Tinto Shipping (Asia) Pte. Ltd. and Oldendorff Carriers, including its subsidiaries, which represented 16.1% and 10.9% of voyage revenues, respectively.

As of December 31, 2025 and 2024, the Company maintained all of its cash and cash equivalents withsix andseven financial institutions, respectively. None of the Company’s cash and cash equivalents balance is covered by insurance in the event of default by these financial institutions.

Recent accounting pronouncements

In December 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025-11,Interim Reporting (Topic 270) Narrow-Scope Improvements. The amendments in this ASU clarify interim disclosure requirements and the applicability of existing guidance under ASC Topic 270 –Interim Reporting. The objective of the update is to provide clarity about current interim requirements. The amendments in this ASU also include a disclosure principle that requires entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. The amendments in this ASU are required to be adopted for interim periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact of adoption on its financial disclosures.

In November 2024, the FASB issued ASU 2024-03,Disaggregation of Income Statement Expenses(“ASU 2024-03”), which requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements. The objective is to address longstanding requests from investors to provide more detailed information about expenses presented on the face of the income statement. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods within the fiscal years beginning after December 15, 2027. Early adoption is permitted. The amendments are to be applied either prospectively to financial statements issued for the reporting periods after the effective date or retrospectively to any or all prior periods presented in the financial statements. The Company is currently evaluating the impact of the adoption of ASU 2024-03 on its consolidated financial statements and related disclosures.

In November 2023, the FASB issued ASU 2023-07,Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which amends the existing segment reporting guidance (ASC Topic 280 —Segment Reporting(“ASC 280”)) to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”) and included within each reported measure of segment profit or loss, an amount for other segment items by reportable segment and a description of its composition, the title and position of the CODM and an explanation of how the CODM uses the reported

measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. In addition, companies with a single reporting segment will have to provide all of the disclosures required by ASC 280, including the significant segment expense disclosures.

The amendments in this update are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company adopted ASU 2023-07 during the fourth quarter of 2024 for the year ended December 31, 2024. Refer to Note 3 — Segment Reporting.

3 – SEGMENT REPORTING

The Company transports iron ore, coal, grain, steel products and other drybulk cargoes along worldwide shipping routes through the ownership and operation of drybulk vessels. The Company’s vessels regularly move between countries in international waters, over hundreds of trade routes and, as a result, the disclosure of geographic information is impracticable. After the expected acquisition of two Newcastlemax vessels as discussed in Note 5 — Vessel Acquisitions And Dispositions, the Company will own a fleet of vessels that focuses on Newcastlemax, Capesize, Ultramax and Supramax vessels. Newcastlemax and Capesize vessels represent the Company’s major bulk vessels category while Ultramax and Supramax vessels represent the Company’s minor bulk vessel category.

The Company has determined that each of its vessels are individual operating segments. The Company determined its operating segments based on how its CODM, John C. Wobensmith, Chief Executive Officer and President, manages the business, makes operating decisions and evaluates operating performance. The CODM reviews the operating results for the Company’s fleet and also considers certain aggregate financial data for the Company’s major bulk and minor bulk vessels. The Company’s major and minor bulk vessels have similar economic characteristics as they serve the same type of customers, have similar operations and maintenance requirements, operate in the same regulatory environment, and are subject to similar economic characteristics. Based on the principles of ASC 280 — “Segment Reporting,” the Company believes it is meaningful and informative to aggregate its operating segments intotwo reportable segments for the major bulk and minor bulk fleet.

With the exception of the financial statement information below that comprises the segment profit, the CODM does not evaluate any other financial statement line items on a vessel category basis, but rather on a consolidated basis.

Information about the Company’s reportable segments for each of the years in the three-year period ended December 31, 2025 is as follows:

4 - CASH FLOW INFORMATION

For the year ended December 31, 2025, the Company had non-cash investing activities not included in the Consolidated Statement of Cash Flows for items included in Accounts payable and accrued expenses consisting of $591 for the Purchase of vessels and ballast water treatment systems, including deposits, and $32 for the Purchase of other fixed assets. For the year ended December 31, 2025, the Company had non-cash financing activities not included in the Consolidated Statement of Cash Flows for items included in Accounts payable and accrued expense consisting of $1,888 for Cash dividends payable.

For the year ended December 31, 2024, the Company had non-cash investing activities not included in the Consolidated Statement of Cash Flows for items included in Accounts payable and accrued expenses consisting of $335 for the Purchase of vessels and ballast water treatment systems, including deposits, $137 for the Purchase of other fixed assets and $10 for the Net proceeds from sale of vessels. For the year ended December 31, 2024, the Company had non-cash financing activities not included in the Consolidated Statement of Cash Flows for items included in Accounts payable and accrued expense consisting of $1,756 for Cash dividends payable. Additionally, for the year ended December 31, 2024, the Company had non-cash investing activities not included in the Consolidated Statement of Cash Flows for items in Prepaid expenses and other current assets consisting of $34 for the Purchase of vessels and ballast water treatment systems, including deposits.

For the year ended December 31, 2023, the Company had non-cash investing activities not included in the Consolidated Statement of Cash Flows for items included in Accounts payable and accrued expenses consisting of $374 for the Purchase of vessels and ballast water treatment systems, including deposits and $161 for the Purchase of other fixed assets. For the year ended December 31, 2023, the Company had non-cash financing activities not included in the Consolidated Statement of Cash Flows for items included in Accounts payable and accrued expense consisting of $1,030 for Cash dividends payable and $38 for the Payment of deferred financing costs. Additionally, for the year ended December 31, 2023, the Company had non-cash investing activities not included in the Consolidated Statement of Cash Flows for items in Prepaid expenses and other current assets consisting of$151 for the Purchase of vessels and ballast water treatment systems, including deposits.

During the years ended December 31, 2025, 2024 and 2023, cash paid for interest, net of amounts capitalized, was $10,026, $11,914 and $13,626, respectively, which was offset by $0, $588 and $6,972 received as a result of the interest rate cap agreements, respectively. Refer to Note 8— Debt.

During the years ended December 31, 2025, 2024 and 2023, any cash paid for income taxes was insignificant.

During the year ended December 31, 2025, $100,000 of debt outstanding under the $500 Million Revolver was transferred to the $600 Million Revolver. As part of the debt modification, $15,333 was settled net amongst the lenders which has been included as proceeds from the $600 Million Revolver and repayments on the $500 Million Revolver. Refer Note 8 — Debt for further information.

During the year ended December 31, 2023, the Company made a reclassification of $55,440 from Vessels, net of accumulated depreciation to Vessels held for sale as the Company entered into agreements to sell the Genco Commodus, Genco Claudius and Genco Maximus prior to December 31, 2023. Refer to Note 5 — Vessel Acquisitions and Dispositions.

All stock options exercised during the years ended December 31, 2025, 2024 and 2023 were cashless. Refer to Note 17 — Stock-Based Compensation for further information.

On November 10, 2025, the Company granted 2,929 restricted stock units to a member of the Board of Directors. The aggregate fair value of these restricted stock units was $52.

On May 20, 2025, the Company granted 59,136 restricted stock units to certain members of the Board of Directors. The aggregate fair value of these restricted stock units was $825.

On February 18, 2025, the Company granted 267,344 restricted stock units and 145,792 performance-based restricted stock units to certain individuals. The aggregate fair value of these restricted stock units and performance-based restricted stock units was $3,970 and $2,479, respectively.

On May 23, 2024, the Company granted 38,122 restricted stock units to certain members of the Board of Directors. The aggregate fair value of these restricted stock units was $825.

On February 21, 2024, the Company granted 168,411 restricted stock units and 99,065 performance-based restricted stock units to certain individuals. The aggregate fair value of these restricted stock units and performance-based restricted stock units was $3,060 and $2,143, respectively.

On June 16, 2023, the Company granted 3,917 restricted stock units and 3,917 performance-based restricted stock units to an individual. The aggregate fair value of these restricted stock units and performance-based restricted stock units was$56 and $64, respectively.

On May 16, 2023, the Company granted 43,729 restricted stock units to certain members of the Board of Directors. The aggregate fair value of these restricted stock units was$600.

On April 14, 2023, the Company granted 75,920 restricted stock units and 75,920 performance-based restricted stock units to certain individuals. The aggregate fair value of these restricted stock units and performance-based restricted stock units was$1,237 and $1,451, respectively.

On April 3, 2023, the Company granted 1,630 restricted stock units to an individual. The aggregate fair value of these restricted stock units was$25.

On March 10, 2023, the Company granted 2,948 restricted stock units to an individual. The aggregate fair value of these restricted stock units was$50.

On February 21, 2023, the Company granted 68,758 restricted stock units to certain individuals. The aggregate fair value of these restricted stock units was$1,250.

Refer to Note 17 — Stock-Based Compensation for further information regarding the aforementioned grants.

5 - VESSEL ACQUISITIONS AND DISPOSITIONS

Vessel Acquisitions

On November 15, 2025, the Company entered into agreements to acquiretwo 2020-built 208,000 dwt scrubber-fitted Newcastlemax vessels for a total purchase price of $145,500. The Company drew down $30,000 on the $600 Million Revolver on November 20, 2025 in part to fund the $14,550 deposit made on November 24, 2025, which is being held in an escrow account until the Company takes delivery of the vessels. We expect to take delivery of thesetwo vessels during March 2026 and we expect to fund the remainder of the purchase price with cash on hand and a drawdown on our $600 Million Revolver. As of December 31, 2025, deposits on vessels were $14,585.

On July 10, 2025, the Company entered into an agreement to acquire a 2020-built,182,000 dwt scrubber-fitted Capesize vessel that was renamed the Genco Courageous for a purchase price of $63,550. The Genco Courageous was delivered on October 15, 2025. The Company drew down $10,000 on its $500 Million Revolver on June 26, 2025 in part to fund the $6,355 deposit made on July 23, 2025, which was held in an escrow account until the Company took delivery of the vessel. The Company drew down $60,000 on its $600 Million Revolver on September 16, 2025 to finance the remainder of the purchase.

On October 3, 2024, the Company entered into an agreement to acquire a 2016-built,180,000 dwt Capesize vessel that was renamed the Genco Intrepid for a purchase price of $47,500. The Genco Intrepid was delivered on October 23, 2024. The Company utilized a combination of cash on hand as well as a $20,000 draw down on the $500 Million Revolver to finance the purchase.

On October 10, 2023, the Company entered into an agreement to acquire a 2016-built 181,000 dwt Capesize vessel that was renamed the Genco Ranger for a purchase price of $43,100. Additionally, on November 14, 2023, the Company entered into an agreement to acquire a 2016-built 181,000 dwt Capesize vessel that was renamed the Genco Reliance for a purchase price of $43,000. The Genco Ranger and Genco Reliance were delivered on November 27, 2023 and November 21, 2023, respectively. The Company utilized a combination of cash on hand as well as a$65,000 draw down on the $450 Million Credit Facility to finance the purchases.

Vessel Dispositions

On July 16, 2024, the Company entered into an agreement to sell the Genco Hadrian, a 2008-built Capesize vessel, to a third party for $25,000 less a 2.0% commission payable to a third party. The sale was completed on October 4, 2024.

On May 21, 2024, the Company entered into an agreement to sell the Genco Warrior, a 2005-built Supramax vessel, to a third party for $11,950 less a 3.0% commission payable to a third party. The sale was completed on July 5, 2024.

On December 21, 2023, the Company entered into agreements to sell the Genco Claudius, a 2010-built Capesize vessel, to a third party for $18,500 less a 1.0% commission payable to a third party and the Genco Maximus, a 2009-built Capesize vessel, to a third party for $18,000 less a 1.0% commission payable to a third party. On February 24, 2024, the Company terminated its agreements to sell the Genco Claudius and the Genco Maximus due to the buyers’ breach of the agreements’ terms. On March 1, 2024, the Company entered into new agreements to sell the Genco Claudius and Genco Maximus to a separate unaffiliated third-party for$24,200 less a 2.0% commission payable to a third party and $22,800 less a 2.0% commission payable to a third party, respectively. The sales of the Genco Claudius and Genco Maximus were completed on April 22, 2024 and April 2, 2024, respectively.

On November 14, 2023, the Company entered into an agreement to sell the Genco Commodus, a 2009-built Capesize vessel, to a third party for $19,500 less a 1.0% commission payable to a third party. The sale was completed on February 7, 2024.

Refer to the “Impairment of long-lived assets” and the “Net gain on sale of vessels” sections in Note 2 — Summary of Significant Accounting Policies for discussion of impairment expense and the net gain on sale of vessels recorded during the years ended December 31, 2025, 2024 and 2023.

6 – NET (LOSS) EARNINGS PER SHARE

The computation of basic net (loss) earnings per share is based on the weighted-average number of common shares outstanding during the reporting period. The computation of diluted net (loss) earnings per share assumes the vesting of nonvested stock awards and the exercise of stock options (refer to Note 17 — Stock-Based Compensation), for which the assumed proceeds upon vesting are deemed to be the amount of compensation cost attributable to future services and are not yet recognized using the treasury stock method, to the extent dilutive.

There were 71,462 stock options,319,502 performance-based restricted stock units and 634,884 restricted stock units excluded from the computation of diluted net loss per share during the year ended December 31, 2025 because they were anti-dilutive (refer to Note 17 — Stock-Based Compensation).

There were 368,190 stock options,79,838 performance-based restricted stock units and 563,705 restricted stock units excluded from the computation of diluted net loss per share during the year ended December 31, 2023 because they were anti-dilutive (refer to Note 17 — Stock-Based Compensation).

The components of the denominator for the calculation of basic and diluted net (loss) earnings per share are as follows:

7 - RELATED PARTY TRANSACTIONS

During the years ended December 31, 2025, 2024 and 2023, the Company didnot have any related party transactions.

8 - DEBT

Long-term debt consists of the following:

As of December 31, 2025 and 2024, $10,920 and $7,825 of deferred financing costs, respectively, were presented as a direct deduction within the outstanding debt balance in the Company’s Consolidated Balance Sheets. Amortization expense for deferred financing costs for the years ended December 31, 2025, 2024 and 2023 was $2,204,$2,006 and $1,779, respectively. This amortization expense is recorded as a component of Interest expense in the Consolidated Statements of Operations.

On July 10, 2025, the Company entered into a fifth amendment to amend, extend and upsize our existing $500 Million Revolver to implement the $600 Million Revolver as noted below.

Effective July 10, 2025, the portion of the unamortized deferred financing costs for the prior $500 Million Revolver that was identified as a debt modification, rather than an extinguishment of debt, is being amortized over the life of the $600 Million Revolver in accordance with ASC 470-50. During the year ended December 31, 2025, the Company recorded $678 of debt extinguishment costs in relation to the amendment to the $500 Million Revolver with the $600 Million Revolver.

$600 Million Revolver

On July 10, 2025, the Company entered into a fifth amendment to amend, extend and upsize its existing $500 Million Revolver. The amended structure consists of a $600 million revolving credit facility (the “$600 Million Revolver”) which can be utilized to support growth of its asset base, as well as general corporate purposes. The $100,000 debt outstanding under the $500 Million Revolver was transferred to the $600 Million Revolver on July 10, 2025.

Key terms of the $600 Million Revolver are as follows:

As of December 31, 2025, there was $400,000 of availability under the $600 Million Revolver. There wereno debt repayments made during the year ended December 31, 2025 under the $600 Million Revolver. As of December 31, 2025, the total outstanding debt, net of unamortized deferred financing costs, was $189,080.

As of December 31, 2025, the Company was in compliance with all of the financial covenants under the $600 Million Revolver.

The following table sets forth the scheduled repayment of the outstanding principal debt of $200,000 as of December 31, 2025 under the $600 Million Revolver:

$500 Million Revolver

On November 29, 2023, the Company entered into a fourth amendment to amend, extend and upsize its existing $450 Million Credit Facility. The amended structure consisted of a$500 million revolving credit facility, which could

be utilized to support growth of the Company’s asset base as well as general corporate purposes (the “$500 Million Revolver”).

Key terms of the $500 Million Revolver were as follows:

Total debt repayments of $15,333, $130,000 and $9,750 were made during the years ended December 31, 2025, 2024 and 2023, respectively, under the $500 Million Revolver.

On July 10, 2025, the Company entered into a fifth amendment to the $500 Million Revolver; refer to the “$600 Million Revolver” section above.

$450 Million Credit Facility

On August 3, 2021, the Company entered into the $450 Million Credit Facility, afive-year senior secured credit facility which was allocated between an up to $150,000 term loan facility and an up to $300,000 revolving credit facility which was used to refinancetwo of the Company’s prior credit facilities.

On May 30, 2023, the Company entered into an amendment to the $450 Million Credit Facility to transition from the use of LIBOR to calculate interest to SOFR effective June 30, 2023. Borrowings bore interest at SOFR plus the applicable margin effective June 30, 2023.

Total debt repayments of $0, $0 and $236,000 were made during the years ended December 31, 2025, 2024 and 2023, respectively, under the $450 Million Credit Facility.

On November 29, 2023, the Company entered into a fourth amendment to the $450 Million Credit Facility; refer to the “$500 Million Revolver” section above.

Interest rates

The following tables set forth the effective interest rate associated with the interest expense for the Company’s debt facilities noted above, including the costs associated with unused commitment fees, if applicable. The effective interest rate below does not include the effect of any interest rate cap agreements. The following tables also include the range of interest rates on the debt, excluding the impact of unused commitment fees and any interest rate cap agreements, if applicable:

Letter of credit

In conjunction with the Company entering into a long-term office space lease (See Note 15 — Leases), the Company was required to provide a letter of credit to the landlord in lieu of a security deposit. As of September 21, 2005, the Company obtained an annually renewable unsecured letter of credit with DnB NOR Bank at a fee of 1% per annum. During September 2015, the Company replaced the unsecured letter of credit with DnB NOR Bank with an unsecured letter of credit with Nordea Bank Finland Plc, New York and Cayman Island Branches (“Nordea”) in the same amount at a fee of 1.375% per annum. Effective July 3, 2025, the Company provided an updated letter of credit to the landlord in lieu of a security deposit for the lease commencing on October 1, 2025 (refer to Note 15 — Leases) of $557 to replace the existing $300 letter of credit. The unsecured letter of credit is with Nordea Bank ABP, New York Branch. The letter of credit outstanding was$557 and $300 as of December 31, 2025 and 2024, respectively, at a fee of 1.375% per annum. The letter of credit is cancelable on each renewal date provided the landlord is given 30 days' minimum notice. As of December 31, 2025 the letter of credit outstanding was not required to be securitized by restricted cash. As of December 31, 2024, the letter of credit outstanding was securitized by$315 that was paid by the Company to Nordea during the year ended December 31, 2015. This amount has been recorded as restricted cash included in total current assets as of December 31, 2024.

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9 – DERIVATIVE INSTRUMENTS

The Company is exposed to interest rate risk on its floating rate debt. The Company hadone $50,000 interest rate cap agreement outstanding to manage interest costs and the risk associated with variable interest rates which expired on March 28, 2024. As of December 31, 2025 and 2024, the Companyno longer had any interest rate cap agreements.

Thethree interest rate cap agreements that the Company previously held were initially designated and qualified as cash flow hedges. The premium paid was recognized in income on a rational basis, and all changes in the value of the caps were deferred in Accumulated other comprehensive income (“AOCI”) and are subsequently reclassified into Interest expense in the period when the hedged interest affects earnings. One of the Company’s$50,000 interest rate cap agreements expired on March 10, 2023 and the Company’s $100,000 interest rate cap agreement expired on December 29, 2023.

During the second quarter of 2022, based on the total outstanding debt under the $450 Million Credit Facility being below the total notional amount of the interest rate cap agreements, a portion of one of the interest rate cap agreements was dedesignated as a hedge. Subsequent gains and losses resulting from valuation adjustments on the dedesignated portion of the cap were recorded within interest expense. As the forecasted interest payments hedged were not remote of occurring, the amounts in AOCI as of the date of de-designation were recognized over the remaining original hedge period. During the years ended December 31, 2025, 2024 and 2023, the Company recorded a loss of$0, $28 and $66 in Interest expense for the portion of the interest rate caps not designated as a hedging instrument.

The Company recorded the fair value of the interest rate caps as Fair value of derivative instruments in the current and non-current asset section on its Consolidated Balance Sheets. The Company elected to use the income approach to value the interest rate derivatives using observable Level 2 market expectations at the measurement date and standard valuation techniques to convert future amounts to a single present amount (discounted) reflecting current market expectations about those future amounts. Level 2 inputs for derivative valuations are limited to quoted prices for similar assets or liabilities in active markets (specifically futures contracts) and inputs other than quoted prices that are observable for the asset or liability (specifically SOFR cash and swap rates, implied volatility, basis swap adjustments, and credit risk at commonly quoted intervals). Mid-market pricing is used as a practical expedient for most fair value measurements. The valuation of the interest rate caps was transitioned to the use of SOFR rates on June 30, 2023 upon the transition of the calculation of the interest expense under the Company’s debt from LIBOR to SOFR.

The Company recorded a $527 unrealized loss for the year ended December 31, 2024 in AOCI. There isno remaining AOCI as of December 31, 2025 and 2024.

10 - FAIR VALUE OF FINANCIAL INSTRUMENTS

The fair values and carrying values of the Company’s financial instruments as of December 31, 2025 and 2024 which are required to be disclosed at fair value, but not recorded at fair value, are noted below.

The carrying value of the borrowings under the $600 Million Revolver as of December 31, 2025 and the $500 Million Revolver as of December 31, 2024, which exclude the impact of deferred financing costs, approximate their fair value due to the variable interest nature thereof as these credit facilities represent floating rate loans. Refer to Note 8 — Debt for further information regarding the $600 Million Revolver and $500 Million Revolver. The carrying amounts of the Company’s other financial instruments as of December 31, 2025 and 2024 (principally Due from charterers and Accounts payable and accrued expenses) approximate fair values because of the relatively short maturity of these instruments.

ASC Subtopic 820-10, “Fair Value Measurements & Disclosures” (“ASC 820-10”), applies to all assets and liabilities that are being measured and reported on a fair value basis. This guidance enables the reader of the consolidated financial statements to assess the inputs used to develop those measurements by establishing a hierarchy for ranking the quality and reliability of the information used to determine fair values. The fair value framework requires the categorization of assets and liabilities into three levels based upon the assumptions (inputs) used to price the assets or liabilities. Level 1 provides the most reliable measure of fair value, whereas Level 3 requires significant management judgment. The three levels are defined as follows:

Cash and cash equivalents and restricted cash are considered Level 1 items, as they represent liquid assets with short-term maturities. Floating rate debt is considered to be a Level 2 item, as the Company considers the estimate of rates it could obtain for similar debt or based upon transactions amongst third parties. Interest rate cap agreements, bunker swap agreements and forward fuel purchase agreements are considered to be Level 2 items. Refer to Note 9 — Derivative Instruments and Note 2 — Summary of Significant Accounting Policies, respectively, for further information. Nonrecurring fair value measurements include vessel impairment assessments completed during the interim period and at year-end as determined based on third-party quotes, which are based on various data points, including comparable sales of similar vessels, which are Level 2 inputs. During the years ended December 31, 2024 and 2023, the vessel assets forone andthree of the Company’s vessels, respectively, were written down as part of the impairment recorded during the

period. There wasno vessel impairment recorded during the year ended December 31, 2025. Refer to “Impairment of long-lived assets” section in Note 2 — Summary of Significant Accounting Policies.

The fair value determination for the operating lease right-of-use assets was based on third party quotes, which is considered a Level 2 input. Nonrecurring fair value measurements may include impairment tests of the Company’s operating lease right-of use asset if there are indicators of impairment. During the years ended December 31, 2025, 2024 and 2023, there wereno indicators of impairment of the operating lease right-of-use assets.

The Company did not have any Level 3 financial assets or liabilities as of December 31, 2025 and 2024.

11 - PREPAID EXPENSES AND OTHER CURRENT ASSETS

Prepaid expenses and other current assets consist of the following:

12 - FIXED ASSETS

Fixed assets consist of the following:

13 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses consist of the following:

14 – VOYAGE REVENUES

Total voyage revenues include revenue earned on fixed rate time charters, spot market voyage charters and spot market-related time charters, as well as the sale of bunkers consumed during short-term time charters. For the years ended December 31, 2025, 2024 and 2023, the Company earned $342,054, $423,016 and $383,825 of voyage revenues, respectively.

Revenue for spot market voyage charters is recognized ratably over the total transit time of the voyage, which begins when the vessel arrives at the loading port and ends at the time the discharge of cargo is completed at the discharge port in accordance with ASC 606. Spot market voyage charter agreements do not provide the charterers with substantive decision-making rights to direct how and for what purpose the vessel is used, therefore revenue from spot market voyage charters is not within the scope of ASC 842. Additionally, the Company has identified that the contract fulfillment costs of spot market voyage charters consist primarily of the fuel consumption that is incurred by the Company from the latter of the end of the previous vessel employment and the contract date until the arrival at the loading port, in addition to any port expenses incurred prior to arrival at the load port, as well as any charter hire expenses for third party vessels that are chartered in. The fuel consumption and any port expenses incurred prior to arrival at the load port during this period is deferred and recorded in Prepaid expenses and other current assets as deferred contract costs in the Consolidated Balance Sheets and is amortized ratably over the total transit time of the voyage from arrival at the loading port until the vessel departs from the discharge port and expensed as part of Voyage Expenses. Similarly, for any third party vessels that are chartered in, the charter hire expenses during this period are deferred and recorded in Prepaid expenses and other current assets in the Consolidated Balance Sheets and are amortized and expensed as part of Charter hire expenses. Refer also to Note 11 —Prepaid Expenses and Other Current Assets.

During time charter agreements, including fixed rate time charters and spot market-related time charters, the charterers have substantive decision-making rights to direct how and for what purpose the vessel is used. As such, the Company has identified that time charter agreements contain a lease in accordance with ASC 842. During time charter agreements, the Company is responsible for operating and maintaining the vessels. These costs are recorded as vessel operating expenses in the Consolidated Statements of Operations. The Company has elected thepractical expedient that allows the Company to combine lease and non-lease components under ASC 842 as the Company believes (1) the timing and pattern of recognizing revenues for operating the vessel is the same as the timing and pattern of recognizing vessel leasing revenue; and (2) the lease component, if accounted for separately, would be classified as an operating lease.

Total voyage revenue recognized in the Consolidated Statements of Operations includes the following:

15 – LEASES

Effective April 4, 2011, the Company entered into aseven-year sub-sublease agreement for its main office in New York, New York. The term of the sub-sublease commenced June 1, 2011 and ended on May 1, 2018. The Company entered into a direct lease with the over-landlord of such office space that commenced immediately upon the expiration of such sub-sublease agreement, for a term covering the period from May 1, 2018 to September 30, 2025. For accounting purposes, the sub-sublease agreement and direct lease agreement with the landlord constitute one lease agreement.

On October 14, 2024, the Company entered into a lease agreement to extend its current lease agreement for its main office space in New York, New York which will commence on October 1, 2025 until July 31, 2036. The lease agreement is for only the space currently occupied by the Company and the portion of the current lease that is currently

being sublet expired on September 30, 2025. There is a free base rental period until August 2027. Following the expiration of the free base rental period, the monthly base rental payments will be $70 until July 2031 and $74 thereafter. For accounting purposes, this lease agreement constitutes a lease modification and the Company revalued the lease liability and right-of-use asset on October 14, 2024.

The Company entered into a lease for office space in Singapore effective January 17, 2019 for athree-year term, which was initially extended effective January 17, 2022 for atwo-year term. This lease was further extended effective January 17, 2024 for atwo-year term and January 17, 2026 for athree-year term.

Lastly, the Company entered into a lease for office space in Copenhagen effective May 1, 2019 which ended January 31, 2023. During June 2022, a lease was signed for a new office space in Copenhagen effective January 1, 2023 with a current minimum period ending August 2026.

The Company adopted ASC 842 using the transition method on January 1, 2019 and has identified the aforementioned leases as operating leases. Variable rent expense, such as utilities and escalation expenses, are excluded from the determination of the operating lease liability and the Company has deemed these insignificant. The Company used its incremental borrowing rate as the discount rate under ASC 842 since the rate implicit in the Company’s lease agreements cannot be readily determined.

On June 14, 2019, the Company entered into a sublease agreement for a portion of the leased space for its main office in New York, New York that commenced on July 26, 2019 and ended on September 29, 2025. There was a free base rental period for the first four and a half months commencing on July 26, 2019. Following the expiration of the free base rental period, the monthly base sublease income was$102 per month until September 29, 2025. Sublease income is recorded net with the total operating lease costs in General and administrative expenses in the Consolidated Statements of Operations. There was$918, $1,223 and $1,223 of sublease income recorded during each of the years ended December 31, 2025, 2024 and 2023, respectively.

There was$1,443, $1,669 and $1,721 of operating lease costs recorded during the years ended December 31, 2025, 2024 and 2023, respectively, which was recorded in General and administrative expenses in the Consolidated Statements of Operations.

Supplemental Consolidated Balance Sheet information related to the Company’s operating leases as of December 31, 2025 and 2024 is as follows:

Maturities of operating lease liabilities as of December 31, 2025 are as follows:

Consolidated Cash Flow information related to leases are as follows:

The Company charters in third-party vessels and the Company is the lessee in these agreements under ASC 842. The Company has elected the practical expedient under ASC 842 to not recognize right-of-use assets and lease liabilities for short-term leases. During the years ended December 31, 2025, 2024 and 2023, all charter-in agreements for third-party vessels were less than twelve months and considered short-term leases. Refer to Note 2 — Summary of Significant Accounting Policies for the charter hire expenses recorded during the years ended December 31, 2025, 2024 and 2023, for these charter-in agreements.

16 - SAVINGS PLAN

In August 2005, the Company established a 401(k) plan that is available to U.S. based full-time employees who meet the plan’s eligibility requirements. This 401(k) plan is a defined contribution plan, which permits employees to make contributions up to maximum percentage and dollar limits allowable by IRS Code Sections 401(k), 402(g), 404 and 415. Any matching contribution the Company makes vests immediately. For the years ended December 31, 2025, 2024 and 2023, the Company’s matching contributions to this plan were$733, $669 and $650, respectively.

17 - STOCK-BASED COMPENSATION

2015 Equity Incentive Plan

On June 26, 2015, the Company’s Board of Directors approved the 2015 Equity Incentive Plan for awards with respect to an aggregate of 400,000 shares of common stock (the “2015 Plan”). Under the 2015 Plan, the Company’s Board of Directors, the Compensation Committee, or another designated committee of the Board of Directors may grant a variety of stock-based incentive awards to the Company’s officers, directors, employees, and consultants. Awards may consist of stock options, stock appreciation rights, dividend equivalent rights, restricted (nonvested) stock, restricted stock units, and unrestricted stock.

On March 23, 2017, the Board of Directors approved an amendment and restatement of the 2015 Plan. This amendment and restatement increased the number of shares available for awards under the plan from 400,000 to 2,750,000, subject to shareholder approval; set the annual limit for awards to non-employee directors and other

individuals as 500,000 and 1,000,000 shares, respectively; and modified the change in control definition. The Company’s shareholders approved the increase in the number of shares at the Company’s 2017 Annual Meeting of Shareholders on May 17, 2017.

On March 19, 2021, the Board of Directors approved an amendment and restatement of the 2015 Equity Incentive Plan (the “Amended 2015 Plan”). This amendment and restatement increased the number of shares available for awards under the plan from 2,750,000 to 4,750,000, subject to shareholder approval. The Company’s shareholders approved the increase in the number of shares at the Company’s 2021 Annual Meeting of Shareholders on May 13, 2021.

As of December 31, 2025, the Company has awarded restricted stock units, performance-based restricted stock units, restricted stock and stock options under the Amended 2015 Plan.

Stock Options

The Company has issued options to purchase the Company’s shares of common stock to certain individuals. For the years ended December 31, 2025, 2024 and 2023, the Company recognized amortization expense of the fair value of its stock options, which is included in General and administrative expenses, as follows:

There wasno remaining unamortized stock-based compensation as of December 31, 2025.

The following table summarizes the stock option activity for the years ended December 31, 2025, 2024 and 2023:

The following table summarizes certain information about the options outstanding as of December 31, 2025:

As of December 31, 2025 and 2024, a total of 71,462 and 302,945 stock options were outstanding, respectively.

Restricted Stock Units

The Company has granted restricted stock units (“RSUs”) to certain members of the Board of Directors and certain executives and employees of the Company, which represent the right to receive a share of common stock, or in the sole discretion of the Company’s Compensation Committee, the value of a share of common stock on the date that the RSU vests. As of December 31, 2025 and 2024,1,330,383 and 980,966 shares of the Company’s common stock were outstanding in respect of the RSUs, respectively. Such shares will only be issued in respect of vested RSUs issued to directors when the director’s service with the Company as a director terminates. Such shares of common stock will only be issued to executives and employees when their RSUs vest under the terms of their grant agreements and the Amended 2015 Plan described above.

The RSUs that have been issued to certain members of the Board of Directors generally vest on the date of the annual shareholders meeting of the Company following the date of the grant. In lieu of cash dividends issued for vested and nonvested shares held by certain members of the Board of Directors, the Company will grant additional vested and nonvested RSUs, respectively, which are calculated by dividing the amount of the dividend by the closing price per share of the Company’s common stock on the dividend payment date and will have the same terms as other RSUs issued to members of the Board of Directors. The RSUs that have been issued to other individuals vest in equal installments on each of the anniversaries of the determined vesting date, over thethree orfive year vesting periods, as applicable.

The table below summarizes the Company’s unvested RSUs for the years ended December 31, 2025, 2024 and 2023:

The total fair value of the RSUs that vested during the years ended December 31, 2025, 2024 and 2023 was $3,830, $4,930 and $4,260, respectively. The total fair value is calculated as the number of shares vested during the period multiplied by the fair value on the vesting date.

The following table summarizes certain information of the RSUs unvested and vested as of December 31, 2025:

The Company is amortizing these grants over the applicable vesting periods, net of anticipated forfeitures. As of December 31, 2025, unrecognized compensation cost of$3,201 related to RSUs will be recognized over a weighted-average period of 0.88 years.

For the years ended December 31, 2025, 2024 and 2023, the Company recognized nonvested stock amortization expense for the RSUs, which is included in General and administrative expenses as follows:

Performance-Based Restricted Stock Units

The Company has granted performance-based restricted stock units (“PRSUs”) under the 2015 Plan to certain employees of the Company, some of which are contingent upon the Company’s relative total shareholder return (“TSR”) and some of which are contingent upon the Company’s return on invested capital (”ROIC”) for athree-year performance period ending December 31, 2025 and December 31, 2026.

The TSR is calculated based on the Company’s total shareholder return compared to that of certain peer companies specified in the award agreements over the performance period and is calculated based on the change in the average daily closing stock price over a 20 trading-day period from the beginning to the end of the performance period, including reinvested dividends. The total quantity of PRSUs eligible to vest under these awards range from zero to 200% of the target based on actual relative TSR performance during the performance period. The grant date fair value of the TSR awards was estimated using a Monte Carlo simulation model. Compensation for these awards, which are subject to market conditions, is being amortized over the service period.

The grant date fair value of the ROIC awards was estimated using the closing share price of the Company’s stock on the date of grant. The total quantity of PRSUs eligible to vest under these awards range from zero to 200% of the target based on actual ROIC performance during the performance period. As such ROIC awards are subject to performance conditions and compensation cost is recognized over the service period based on the amounts of awards that the Company believes is probable that will vest, net of anticipated forfeitures. To the extent the Company’s estimate changes, the Company will recognize a cumulative catch up in subsequent reporting periods.

The table below summarizes the Company’s unvested PRSUs for the years ended December 31, 2025, 2024 and 2023:

The total fair value of the PRSUs that vested during the year ended December 31, 2025 was $1,745. No PRSUs vested during the years ended December 31, 2024 and 2023.

The PRSUs, if earned, will ordinarily vest during the first quarter after thethree-year performance period and the recipient will receive a share of common stock for each earned PRSU. If 100% of the target metric is achieved, the recipient will earn 100% of the target amount of the PRSUs originally granted. However, based on actual performance, the number of PRSUs earned will change based on the ranges described above. As of December 31, 2025, unrecognized compensation cost of$2,475 related to PRSUs will be recognized over a weighted-average period of 1.60 years.

Significant inputs used in the estimation of the fair value of these awards granted during the years ended December 31, 2025, 2024 and 2023 are as follows:

For the years ended December 31, 2025, 2024 and 2023, the Company recognized nonvested stock amortization expense for the PRSUs, which is included in General and administrative expenses as follows:

18 - LEGAL PROCEEDINGS

From time to time, the Company may be subject to legal proceedings and claims in the ordinary course of its business, principally personal injury and property casualty claims. Such claims, even if lacking merit, could result in the expenditure of significant financial and managerial resources. The Company is not aware of any such legal proceedings or claims that it believes will have, individually or in the aggregate, a material effect on the Company, its financial condition, results of operations or cash flows.

19 - SUBSEQUENT EVENTS

On February 13, 2026, the Company’s Board of Directors approved an Employee Retention Plan (the “Plan”) to enhance the Company’s severance arrangements in order to support business stability, retain talent, and ensure that such talent can remain focused on driving long-term shareholder returns. The severance payments and other benefits provided under the Plan are subject to a “double trigger” requirement, meaning that they would only become available upon a qualifying termination, which includes a participant’s involuntary termination of employment with Cause or resignation for Good Reason, as defined in the Plan, within atwo-year period following a Change in Control.

On February 16, 2026, the Company’s Board of Directors awarded grants of 210,826 RSUs to certain individuals under the 2015 Plan. The awards generally vest ratably on each of thethree year anniversaries of February 23, 2026. Additionally, on February 16, 2026, the Company’s Board of Directors awarded grants of 118,596 PRSUs to certain individuals for athree-year performance period ending December 31, 2028. The PRSUs, if earned, will vest during the first quarter of 2029.

On February 17, 2026, the Company announced a regular quarterly dividend of $0.50 per share to be paid on or about March 18, 2026, to shareholders of record as of March 11, 2026. The aggregate amount of the dividend is

expected to be approximately $22.2 million, which the Company anticipates will be funded from cash on hand at the time the payment is to be made.

During February 2026, the Company has elected to utilize $80,000 under the $300,000 accordion feature in the $600 Million Revolver which will increase the Company’s borrowing capacity from $600,000 to $680,000. The increased borrowing capacity will be available upon the expected delivery of thetwo Newcastlemax vessels that we have agreed to acquire, which are expected to be delivered during March 2026.