CMB.TECH NV

Throughout this report, all references to "CMB.TECH", the "Company", "we", "our", and "us" refer to CMB.TECH NV and its subsidiaries and all references to "CMB.TECH NV" refer to CMB.TECH NV and not to its subsidiaries". Unless otherwise indicated, all references to "U.S. dollars", "USD", "dollars", "US$" and "$" in this annual report are to the lawful currency of the United States of America and references to "Euro", "EUR", and "€" are to the lawful currency of Belgium.

We operate our vessels through our subsidiaries under the trade names Euronav, Bocimar, Bochem, Delphis and Windcat. As such, throughout this report, references to our (i) “Euronav fleet” refer to our crude oil tanker fleet, (ii) “Bocimar fleet” refer to our dry bulk fleet, (iii) “Bochem fleet” refer our chemical tanker fleet, (iv) “Delphis fleet” refer to our container vessel fleet, and (v) “Windcat fleet” refer to our offshore wind vessel fleet. References to “our fleet” encompass all of our owned and operated vessels.

We refer to our "U.S. Shares" as those ordinary shares that are reflected in the U.S. component of our share register, or the U.S. Register, that is maintained by Computershare Trust Company N.A., or Computershare, our U.S. transfer agent and registrar, and are formatted for trading on the New York Stock Exchange, or the NYSE. The U.S. Shares are identified by CUSIP B38564108. We refer to our "Belgian Shares" as those ordinary shares that are reflected in the Belgian component of our share register, or the Belgian Register, that is maintained by De Interprofessionele Effectendeposito- en Girokas (CIK) NV (acting under the commercial name Euroclear Belgium), or Euroclear Belgium, our agent, and are formatted for trading on Euronext Brussels. The Belgian Shares are identified by ISIN BE0003816338. We refer to our "Norwegian Shares" as those ordinary shares that are registered in the VPS and trade on Euronext Oslo. Our Norwegian shares are identified by ISIN BE0003816338. Our U.S. Shares, Belgian Shares and our Norwegian Shares taken together are collectively referred to as our "ordinary shares." For further discussion of the maintenance of our share register, please see "Item 10. Additional Information —B. Memorandum and Coordinated Articles of Association—Share Register."

A. [Reserved]

B. Capitalization and Indebtedness

Not applicable

C. Reasons for the Offer and Use of Proceeds

D. Risk Factors

Summary

Below is a summary of the principal risks facing our business and that may adversely affect our results of operations and our financial condition.

Risks Related to Our Business

–potential disruption of shipping operations due to market cycles, geopolitical conflicts, environmental factors and regulatory changes may adversely affect our earnings and available cash flow;

–political developments in the U.S. could directly impact the shipping industry and our business;

–we derive a substantial portion of our revenue from a limited number of customers and the loss of anyone of these customers could result in a significant loss of revenues and cash flow;

–to a large extent, we depend on spot charterers, and any decreases in spot charter rates in the future may adversely affect our earnings and ability to pay dividends, if any;

–we continuously evaluate potential transactions that we believe will be accretive to earnings, enhance shareholder value or are in our best interests, and such activities could have a material adverse effect on our business;

–our business is affected by macroeconomic conditions, including inflation, interest rates, market volatility, economic uncertainty and supply chain constraints;

–general market conditions, including the market for fuel oil and hydrogen and ammonia engine and fuel technology, and, specifically for our vessels:, the fluctuations in charter rates and vessel values;

–the state of the global financial markets which may adversely impact the availability to us of additional financing and refinancing at rates and on terms acceptable to us, as well as our ability to obtain such, or to comply with the restrictive and other covenants in our financing arrangements, or to obtain hedging instruments at reasonable costs;

–our ability to generate cash to meet our debt service and other obligations;

–our dependence on key personnel and the availability of skilled workers, including seafarers and the related labor costs;

–any failure to protect our information systems against security breaches or the failure or unavailability of these systems for a significant period of time, for reasons such as a cyber-attack which may disrupt our business operations;

–we are subject to certain risks with respect to our counterparties and failure of our counterparties to meet their obligations could cause us to suffer losses or negatively impact our results of operations and cash flows;

–general domestic and international geopolitical conditions including trade tensions between China and the United States, between the European Union & the United States and Russia, the numerous attacks on vessels in the Red Sea, trade wars and disagreements between oil producing countries, including illicit oil trades;

–a shift in consumer demand from oil towards other energy sources may have a material effect on our business;

–international sanctions, embargoes, import and export restrictions, nationalizations, piracy, terrorist attacks and armed conflicts, including those taken in connection with the recent conflicts between Russia and Ukraine, and Israel, the U.S. and Iran;

–any non-compliance with the U.S. Foreign Corrupt Practices Act of 1977 or the FCPA, or other applicable regulations relating to bribery;

–potential disruption of shipping routes due to war including the developments in the Red Sea, Iran and the Strait of Hormuz, accidents, environmental factors, political events, public health threats, international hostilities including the ongoing developments in the Ukraine, Gaza and Syria, acts by terrorists or acts of piracy on ocean-going vessels; and

–failure of counterparties to fully perform their contracts with us.

Risks Related to Legal and Regulatory Matters

–we are subject to complex laws and regulations, including environmental laws and regulations that can increase our costs and liability exposure and adversely affect our business, results of operations and financial condition; and

–changes in laws, treaties or regulations, including but not limited to any new environmental regulations and restrictions, whether at a global level stipulated by the IMO, and/or imposed by regional or national authorities such as the European Union, or EU, or individual countries.

–we are subject to litigation risks in connection with our takeover of and merger with Golden Ocean.

Risks Related to Tax Matters

–treatment of the company as a passive foreign investment company, or PFIC, by U.S. tax authorities; and

–changes in tax regulations from other countries we are involved with due to our global trade may affect our business and future operations.

Risks Related to Investment in our Ordinary Shares

–the price of our ordinary shares has fluctuated in the past, has been volatile and may be volatile in the future, and future sales of our ordinary shares could cause the market price of our ordinary shares to decline, and as a result, investors in our ordinary shares could incur substantial losses;

–our incorporation under the laws of Belgium and the different rights to relief that may be available compared to other countries, including the United States; and

–the inability of our Supervisory Board to declare or pay dividends, if any.

Investing in our securities involves risk. We expect to be exposed to some or all of the risks described below in our future operations. Risks to us include, but are not limited to, the risk factors described below. Any of the risk factors described below could affect our business operations and have a material adverse effect on our business activities, financial condition, results of operations and prospects, capacity to distribute dividends and cause the value of our shares to decline. Moreover, if and to the extent that any of the risks described below materialize, they may occur in combination with other risks which would compound the adverse effect of such risks on our business activities, financial condition, results of operations and prospects. Investors in our securities could lose all or part of their investment. It is advised to carefully consider the following information in conjunction with the other information contained or incorporated by reference in this document. The sequence in which the risk factors are presented below is not indicative of their likelihood of occurrence or of the potential magnitude of their financial consequence.

Risks Related to our Business

Potential disruption of shipping operations due to market cycles, geopolitical conflicts, environmental factors and regulatory changes may adversely affect our earnings and available cash flow.

The shipping industry is cyclical and volatile, leading to fluctuations in charter rates, vessel values, earnings and available cash flow across different shipping segments. The industry is subject to both short- and long-term market disruptions, which may materially impact our profitability, liquidity and operational planning.

Across crude oil tankers, chemical tankers, dry bulk carriers, container vessels, offshore energy vessels (including CSOVs and CTVs) and port vessels, market conditions continue to be driven by changing supply and demand dynamics, shifts in global trade flows and broader macroeconomic factors. We therefore expect continued variability in charter rates across vessel classes, which may impact our short- and medium-term cash flows.

Fluctuations in charter rates and vessel values are influenced by factors beyond our control, including changes in supply and demand for shipping capacity, shipbuilding and recycling activity, financing conditions, fuel prices and regulatory developments. The carrying values of our vessels may not reflect current fair market values, as second-hand prices can change rapidly with market cycles, replacement costs and compliance requirements.

We evaluate the carrying amounts of our vessels to determine whether events or changes in circumstances indicate that an impairment review is required. The assessment of impairment requires us to project future cash flows, considering vessel values, freight rates, discount rates, residual values and asset lifespan estimates. Many of these factors are historically volatile and adverse market conditions could lead to impairment losses, impacting our financial performance. In addition, if a vessel is sold below book value, we could incur financial losses that may negatively affect our results.

In general, the factors affecting supply and demand in the shipping industry and the nature, timing and degree of changes in industry conditions are unpredictable and outside our control. A worsening of global economic conditions could cause charter rates to decline, affecting our ability to secure profitable employment for our vessels. Any renewal or replacement charters may not be sufficient to ensure financial stability.

The main factors that influence demand for shipping capacity include:

–Global energy demand and commodity trade, including the demand for alternative energy resources, affecting the need for crude oil tankers, chemical tankers and bulk carriers.

–Containerized trade flows, driven by industrial production, e-commerce growth and port congestion levels.

–Expansion of offshore wind and oil and gas projects, influencing the demand for CSOVs and CTVs in renewable offshore energy sectors and oil & gas projects.

–The supply and demand for seaborne transportation of oil, petroleum products, dry bulk commodities and manufactured goods and competition from other shipping companies and other modes of transportation..

–Shifts in energy consumption due to the availability of alternative fuels or changes in the relative cost of oil, gas, hydrogen and renewables.

–Availability of financing and changes in interest rates.

–National policies regarding strategic reserves.

–Geopolitical conflicts and security threats, including the wars in Ukraine and Gaza, the recent military escalation involving Iran, Israel and the United States, disruptions and security incidents affecting shipping in and around the Arabian Gulf and Strait of Hormuz, vessel attacks in the Red Sea and Bab el-Mandeb Strait, piracy in the Gulf of Guinea and East Africa and rising tensions in the South China Sea.

–Sanctions, embargoes and trade restrictions, the imposition of tariffs and fees, including measures against Russia, Iran and Venezuela impacting crude oil and refined product transport.

–Global and regional economic developments, including recession risks, inflationary pressures and disruptions in global shipping corridors.

–Currency exchange fluctuations, particularly USD volatility, impacting trade balances and bunker fuel prices.

–Changes in seaborne trade patterns, including shifts in commodity sourcing and supply chain realignments following geopolitical disputes and trade wars.

–Evolving regulatory requirements, such as the IMO’s evolving GHG measures (including development of the IMO “net-zero” framework), EU carbon pricing (EU ETS for shipping), FuelEU Maritime and ballast water management requirements.

–Environmental and sustainability initiatives, including the global push toward green shipping corridors, alternative fuel adoption and stricter emission standards.

–Cybersecurity threats and digitalisation risks, including potential cyberattacks on vessel navigation and cargo tracking systems.

The factors that influence the supply of shipping capacity include:

–The number of newbuild vessel orders, constrained by shipyard capacity, financing availability and regulatory uncertainty.

–The number of newbuild vessel deliveries.

–The number of vessel casualties.

–Any potential delays in the delivery of newbuilding vessels and/or cancellations of newbuilding orders.

–Availability of financing and interest rates on financing for new vessels and shipping activity.

–The number of vessels under sanctions and hence not able to trade on the mainstream market.

–Developments in international trade, including refinery additions and closures.

–Recycling and scrapping rates, influenced by vessel age, emission compliance costs and second-hand market liquidity.

–Oil and commodity market imbalances, affecting tanker and bulk carrier charter demand.

–The conversion of tankers and bulk carriers to alternative uses, such as floating storage or floating production storage and offloading ("FPSO") retrofitting.

–Business disruptions caused by supply chain bottlenecks, including shipyard delays, component shortages and port congestion.

–The number of vessels laid up, dry-docked or repurposed for non-transport activities (e.g., storage or offshore supply duties).

–Decarbonisation uncertainty and regulatory uncertainty and timing, as shipowners hesitate to order new tonnage amid evolving IMO and EU emissions policies.

We anticipate that future demand for our fleet will depend on:

–Global economic growth rates and industrial production trends.

–Seasonal and regional fluctuations in demand, including winter fuel consumption spikes and summer dry bulk trade flows.

–Fleet expansion strategies across global shipping segments.

–Evolving energy policies and decarbonisation regulation, shaping demand for conventional fuel transport and offshore wind support vessels.

Given the current backlog of new ship orders, concentrated in certain segments, the global fleet capacity is expected to grow, creating potential overcapacity concerns in certain vessel segments. Additionally, macroeconomic uncertainty, volatile interest rates and geopolitical disruptions could dampen trade demand across multiple shipping sectors.

The ongoing conflicts in Ukraine and Gaza, combined with inflationary pressures and supply-chain fragility, have created additional risks in certain regions where we operate. In addition, the recent military escalation involving Iran, Israel and the United States has materially increased risks in the Arabian Gulf and around the Strait of Hormuz. These developments have contributed to traffic disruption, vessel delays, higher war-risk premiums, increased insurance and security costs, tighter underwriting conditions and greater uncertainty regarding the availability of safe passage for commercial shipping. Commercial shipping in the area has faced delays, damage risk and, at times, effective traffic interruption, while war-risk premiums have risen sharply and some insurers have tightened or reconsidered coverage. Any continuation or further escalation could delay voyages, require rerouting or waiting time, increase crew-safety concerns and repatriation costs, disrupt global oil and LNG flows and materially raise insurance, security and operating costs, adversely affecting freight markets, fleet utilization, liquidity and cash flows. Continued sanctions on Russia, restrictions on maritime oil trade and attacks on commercial vessels in the Red Sea and Bab el-Mandeb Strait have further disrupted energy markets and trade routes, impacting tanker, dry bulk and container shipping patterns.

In addition, U.S. and European authorities have increased enforcement actions aimed at “shadow/dark fleet” activity, including the designation of additional vessels and measures restricting port access and maritime services, as well as actions against enablers in the value chain. These developments may reshape global trade flows, increasing ton-mile demand for certain shipping sectors while increasing compliance, screening and documentation requirements and the risk of delays, detentions, penalties or higher insurance and financing costs.

Furthermore, fluctuations in oil and natural gas prices have created uncertainty in tanker and bulk carrier demand. Periods of low oil prices discourage new exploration and production investments, reducing demand for crude transport. Conversely, high oil prices can suppress consumption, impacting refined product tanker utilization. As the number of jurisdictions imposing sanctions upon Russia grows and/or the nature of sanctions being imposed evolves, the charter rates we are able to obtain could weaken.

Market downturns and demand shocks can create excess shipping capacity, intensifying competition across vessel classes and forcing older, less efficient vessels into lay-up or retirement. Given the volatile nature of global trade, we cannot predict future market conditions with certainty. However, continued geopolitical instability, economic shifts and regulatory changes could materially affect our fleet deployment strategies and financial performance.

Political developments in the U.S. and the policies of the current U.S. presidential administration could directly impact the shipping industry and us.

The current presidential administration introduced significant shifts in trade policy, energy markets and geopolitical stability, all of which could directly impact the shipping industry. These policy risks include but are not limited to:

–Trade policy and tariffs: following a U.S. Supreme Court decision in February 2026 limiting the use of emergency powers (the International Emergency Economic Powers Act, or IEEPA) to impose broad tariffs, the U.S. administration has indicated it may rely on alternative statutory authorities and has announced and, in certain instances, implemented temporary across-the-board tariff measures. For example, the U.S. administration imposed a temporary import duty of 10 percent, subject to limited exceptions, pursuant to Section 122 of the Trade Act of 1974 and effective as of February 24, 2026, which remains subject to legal challenge. In addition, on March 11 and March 12, 2026 the United States Trade Representative commenced new Section 301 investigations concerning (i) structural excess capacity and production in certain manufacturing sectors against China, the European Union (EU), Singapore, Switzerland, Norway, Indonesia, Malaysia, Cambodia, Thailand, Korea, Vietnam, Taiwan, Bangladesh, Mexico, Japan, and India; and (ii) against 60 countries related to the failure to impose and effectively enforce a prohibition on the importation of goods produced with forced labor. These investigations also may result in the imposition of additional tariffs or other restrictions on commerce. These developments increase uncertainty regarding the level, scope, duration and legal durability of U.S. tariffs, which could reduce tanker and container shipping demand, shift supply chains and disrupt traditional trade flows.

–Energy independence policies: the Trump administration has prioritized U.S. energy independence and has taken actions aimed at increasing U.S. domestic oil and gas production and expanding LNG export capacity.. This could reduce the demand for imported crude oil and impact tanker utilization rates. Conversely, an increase in U.S. LNG exports to Europe and Asia could boost demand for gas carriers and other trade flows.

–Shifts in foreign policy: foreign policy shifts affecting NATO commitments and relations with China and Middle East tensions, may increase volatility in global trade and energy markets and reduce demand for crude, containerized goods and dry bulk commodities.

–The U.S. administration has pursued significant deregulatory actions in environmental policy, which could affect the pace and direction of decarbonization policies and investment signals relevant to emissions reduction and alternative fuel technologies.

Such shifts may impact seaborne trade patterns, commodity pricing and fuel costs, which in turn will influence charter rates, vessel deployment strategies and shipping route optimization.

As a diversified maritime group, we remain exposed to a broad spectrum of economic, political, regulatory and environmental risks affecting global maritime trade. While we actively manage fleet diversification and market adaptation, external disruptions - including military conflicts, energy transition policies and global trade shifts - could significantly impact our operational performance, revenue generation and long-term financial stability and in turn our share price.

Conducting business in Venezuela may subject us to legal, regulatory, political and other risks that could have an adverse effect on our operations and financial results.

Conducting business in Venezuela may subject us to legal, regulatory, political, currency, security, and/or [nationalization of assets and] economic risks. Venezuela is extremely well endowed with natural resources [such as petroleum, natural gas, iron ore, gold, bauxite, diamonds and other minerals,] and its economy is heavily dependent on export of natural resources to key trading partners. According to the Organization of Petroleum Exporting Countries, or OPEC, 2025 Annual Statistical Bulletin (60th edition), Venezuela had the world’s largest proven crude oil reserves in 2024. Political, economic, and geopolitical developments in Venezuela could alter crude oil supply, trade flows, and shipping routes, generating volatility in prices, port disruptions, logistics costs, and insurance costs, among other effects. Following the arrest and extradition of Venezuela's former President Nicolás Maduro in January of 2026, the Trump Administration has indicated a likely shift in U.S. sanctions policy concerning the sale and transportation of Venezuelan oil, and the U.S. Department of the Treasury’s Office of Foreign Assets Control, or OFAC, has subsequently issued general licenses authorizing certain activities and transactions involving Venezuelan-origin oil and the sale of U.S.-origin diluents to Venezuela. Notwithstanding these recent measures, it remains unknown to what extent Venezuelan sanctions will be retained, expanded or otherwise modified by the U.S., or the effect that any such actions or any actions taken by other countries in response will have on us or our industry, but such measures along with continuing political uncertainty could have an adverse effect on our business, financial conditions, and results of operations.

We derive a substantial portion of our revenue from a limited number of customers and the loss of any of these customers could result in a significant loss of revenues and cash flow.

We currently derive a substantial portion of our revenue from a limited number of customers. For the year ended December 31, 2025, FMG International Ltd accounted for 10.22% our total revenues in our marine division. No other customer accounted for more than 5% of our revenues as of such date. All of our charter agreements have fixed terms, but may be terminated early due to certain events, such as a charterer’s failure to make charter payments to us because of financial inability, disagreements with us or otherwise.

In addition, a charterer may exercise its right to terminate the charter if, among other things:

–The vessel suffers a total loss or is damaged beyond repair;

–We default on our obligations under the charter, including prolonged periods of vessel off-hire;

–War, sanctions or hostilities significantly disrupt the free trade of the vessel;

–The vessel is requisitioned by any governmental authority; or

–A prolonged force majeure event occurs, such as war, piracy, terrorism, a public health event or political unrest, which prevents the chartering of the vessel, in each case in accordance with the terms and conditions of the respective charter.

In addition, the charter payments we receive may be reduced if the vessel does not perform according to certain contractual specifications, such as if average vessel speed falls below the speed we have guaranteed or if the amount of fuel consumed to power the vessel exceeds the guaranteed amount. In addition, certain service contracts (including FSO- and CSOV-related contracts) include or could include performance and availability-based remuneration and may allow for reductions, suspensions or termination in specific circumstances (including prolonged downtime, force majeure or extended maintenance). While some contracts include escalation mechanisms, these may not fully offset actual cost increases.

If any of our charters are terminated, we may be unable to re-deploy the related vessel on terms as favourable to us as our current charters, or at all. We are exposed to changes in the spot market rates associated with the deployment of our vessels. If we are unable to re-deploy a vessel for which the charter has been terminated, we will not receive any revenues from that vessel and we may be required to pay ongoing expenses necessary to maintain the vessel in proper operating condition. Any of these factors may decrease our revenue and cash flows. Further, the loss of any of our charterers, charters or vessels, or a decline in charter hire under any of our charters, could have a material adverse effect on our business, results of operations, financial condition and ability to pay dividends, if any, to our shareholders.

To a large extent, we depend on spot charterers and any decreases in spot charter rates in the future may adversely affect our earnings and ability to pay dividends, if any.

As of December 31, 2025, 136 of our vessels were employed in the spot market (19 Euronav, 102 Bocimar, 2 Bochem, 13 Windcat). Of these vessels, 8 of our Very Large Crude Carrier (“VLCC”) tankers were employed in the Tankers International Pool ("TI Pool") and two of our stainless steel chemical tankers were employed in the Stolt Tankers Joint Service pool ("STJS Pool"). 48 of our vessels were employed on long-term charters (8 Euronav, 2 Bocimar, 5 Bochem, 4 Delphis, 29 Windcat). We will be exposed to prevailing charter rates in the different sectors when these vessels’ existing charters expire, and to the extent that the counterparties to our fixed-rate charter contracts fail to honour their obligations to us. We will also enter into spot charters in the future. The spot charter market may fluctuate significantly based upon vessel and commodity supply and demand. The successful operation of our vessels in the competitive spot charter market depends on, among other things, obtaining profitable spot charters and minimising, to the extent possible, time spent waiting for charters and time spent travelling in ballast to pick up cargo. When the current charters for our fleet expire or are terminated, it may not be possible to re-charter these vessels at similar rates, or at all, or to secure charters for any vessels we agree to acquire at similarly profitable rates, or at all. As a result, we may have to accept lower rates or experience off-hire time for our vessels, which would adversely impact our revenues, results of operations and financial condition.

Recent consolidation activity in the VLCC segment, including significant fleet acquisitions by market participants, could increase concentration in parts of the VLCC spot market and affect spot rate formation, volatility and pool dynamics.

In general, the spot market is very volatile and there have been and will be periods when spot charter rates decline below the operating cost of vessels. Furthermore, as charter rates for spot charters are fixed for a single voyage which may last up to several weeks, during periods in which spot charter rates are rising, we will generally experience delays in realising the benefits from such increases. If future spot charter rates decline, we may be unable to operate our vessels trading in the spot market profitably, meet our obligations, including payments on indebtedness, or pay dividends, if any, in the future.

We continuously evaluate potential transactions that we believe will be accretive to earnings, enhance shareholder value or are in our best interests, and our activities in this respect could have a material adverse effect on our business.

We continuously evaluate potential transactions, such as business combinations, as well as the acquisition of vessels or related businesses, the expansion of our operations, repayment of existing debt, share repurchases, short-term investments or other transactions, that we believe will be accretive to earnings, enhance shareholder value or are in the best interests of the company. The diversion of management’s attention, any delays or difficulties encountered in connection with a potential transaction, the failure to realise any or all of the anticipated benefits of the transaction or the ability to close such transaction within the time periods anticipated may have a material adverse effect on our business, results of operations, financial condition and ability to pay dividends to our shareholders.

Potential organisational changes may impact us, potentially resulting in loss of business and the loss of key employees or declines in employee productivity. Uncertainties associated with any senior management transitions could lead to concerns from current and potential third parties with whom we do business, any of which could hurt our business prospects. Turnover in key leadership positions within the company, or any failure to successfully integrate key new hires or promoted employees, may adversely impact our ability to manage the company efficiently and effectively, could be disruptive and distracting to management and may lead to additional departures of existing personnel, any of which could have a material adverse effect on our business, operating results, financial results and internal controls over financial reporting.

Our business is affected by macroeconomic conditions, including inflation, interest rates, market volatility, economic uncertainty and supply chain constraints.

Various macroeconomic factors could adversely affect our business, operational results and financial condition, including fluctuations in inflation, interest rates and global economic uncertainty. These factors, coupled with disruptions in supply chains and capital markets, create challenges across the crude oil, chemical, dry bulk, container and offshore support shipping segments in which we operate.

For instance, inflation has increased our labour costs, particularly through higher wages for seafarers, port workers and specialised crew members, and has resulted in higher interest rates and increased operating expenses across our fleet. Rising costs of ship maintenance, spare parts, fuel and insurance premiums have placed additional financial pressure on our operations. Supply chain constraints, including delays in obtaining critical vessel components, port congestion and shipyard backlogs, have further exacerbated inflationary trends. If these conditions persist, they could have a negative impact on our fleet operations, asset values and charter market dynamics.

Increased inflation and commodity price volatility—particularly in fuel, spare parts and logistics costs—have raised our operating expenses. Our company does not currently use financial derivatives to hedge against commodity price volatility and we rely on market-driven pricing for materials, energy and other operational inputs. While we attempt to include cost escalation clauses in our longer-term transportation contracts to pass fuel and operational cost increases onto customers, we cannot guarantee that all such costs will be fully recoverable. If we are unable to effectively mitigate these rising expenses through contractual pricing mechanisms or increased freight rates, our profitability and operating margins could be negatively affected.

As global trade continues to adjust to geopolitical tensions, environmental constraints, and new regulatory requirements, we anticipate continued disruptions, shifts in regional demand and fluctuations in charter rates across all segments of our fleet, including oil and chemical transport, bulk commodities, containerized cargo, offshore wind support, and harbor services.

Ongoing macroeconomic uncertainty, rising costs and geopolitical instability will continue to impact fleet operations, shipping demand and financial performance across our diversified shipping activities. While we actively seek to mitigate these risks through fleet diversification, contract optimisation and operational efficiency, external factors—including inflation, trade policy shifts and evolving security threats— remain beyond our direct control and could materially affect our business.

Increasing scrutiny and changing expectations from investors, lenders and other market participants with respect to our Environmental, Social and Governance (ESG) policies may impose additional costs on us or expose us to additional risks.

Companies across all industries are facing increasing scrutiny relating to their ESG policies. Investor advocacy groups, certain institutional investors, investment funds, lenders and other market participants are increasingly focused on ESG practices, especially as they relate to the environment, health and safety, diversity, labour conditions and human rights in recent years, and have placed increasing importance on the implications and social costs of their investments.

In recent years, U.S. regulators increased attention on climate and ESG disclosures, including the SEC’s creation of a Climate and ESG Task Force in 2021 and the SEC’s adoption on March 6, 2024 of final climate-related disclosure rules. However, the SEC stayed the effectiveness of those rules pending judicial review, and in February 2025 the Acting SEC Chair directed staff to seek a pause in the litigation. In March 2025, the SEC voted to end its defense of the climate disclosure rules, and the consolidated litigation has subsequently been held in abeyance. As a result, the timing, scope and content of any U.S. SEC climate-disclosure requirements remain uncertain.

Notwithstanding the foregoing, expectations and requirements relating to ESG disclosure continue to evolve globally, including through the EU’s sustainability reporting regime and other national or sub-national initiatives, which may increase reporting complexity, costs and scrutiny.

Failure to meet evolving investor, lender or stakeholder expectations regarding ESG matters, regardless of whether there is a legal requirement to do so, may damage such a company’s reputation or stock price, resulting in direct or indirect material and adverse effects on our business and financial condition.

Shareholder proposals and engagement on environmental and climate-related matters have increased in recent years, and we may face pressure to enhance our sustainability practices, reduce emissions and strengthen ESG governance and reporting. This may require additional procedures, standards and resources, and if we do not meet applicable expectations our business and/or access to capital could be adversely affected, particularly given our exposure to crude oil transportation.

Certain investors and lenders may also exclude companies with fossil fuel-related exposure from their portfolios, which could reduce the availability of debt and equity financing and increase our cost of capital. If we are unable to access financing on acceptable terms, or at all, we may be unable to execute our strategy, which could adversely affect our financial condition, results of operations and ability to service indebtedness.

From time to time, we may set and publicly communicate ESG targets and commitments, including relating to decarbonisation. Such targets and related disclosures involve assumptions and evolving methodologies and may be subject to uncertainty and misinterpretation. If we fail to achieve our goals, or if our ESG disclosures are alleged to be inaccurate or misleading, we could face reputational harm, litigation or regulatory scrutiny and our access to capital could be adversely affected.

Finally, ESG ratings providers and other third parties may evaluate us using methodologies that differ and may change over time. Unfavorable ratings or activism directed at limiting funding for companies with fossil fuel-related exposure could increase negative investor sentiment and adversely affect our access to, and cost of, capital.

Servicing our current or future indebtedness limits funds available for other purposes and if we cannot service our debt, we may lose our vessels.

As of December 31, 2025 and December 31, 2024, our total indebtedness was $5,562.9 million and $2,622.3 million respectively, and we expect to incur additional indebtedness as we further expand our fleet. Borrowings under our credit facilities are secured by our vessels and certain of our and our vessel-owning subsidiaries’ bank accounts and if we cannot service our debt, we may lose our vessels or certain of our pledged accounts. Borrowings under our credit facilities and other debt agreements require us to dedicate a part of our cash flow from operations to paying interest and principal on our indebtedness. These payments limit funds available for working capital, capital expenditures and other purposes, including further equity or debt financing in the future.

Amounts borrowed under the credit facilities bear interest at variable rates. Increases in prevailing rates could increase the amounts that we would have to pay to our lenders, even though the outstanding principal amount remains the same and our net income and cash flows would decrease. We expect our earnings and cash flow to vary from year to year due to the cyclical nature of the shipping markets in which we operate. If we do not generate or reserve enough cash flow from operations to enable us to satisfy our short-term or medium- to long-term liquidity requirements or to otherwise satisfy our debt obligations, we may have to undertake alternative financing plans, which could dilute shareholders or negatively impact our financial results.

However, these alternative financing plans, if necessary, may not be sufficient to allow us to meet our debt obligations. If we are unable to meet our debt obligations or if some other default occurs under our credit facilities, our lenders could elect to declare that our debt, totally or partially, together with accrued interest and fees, to be immediately due and payable and proceed against the collateral vessels securing that debt even though the majority of the proceeds used to purchase the collateral vessels did not come from our credit facilities.

Our agreements governing our indebtedness also impose certain operating and financial restrictions on us, mainly to ensure that the market value of the mortgaged vessel under the applicable credit facility does not fall below a certain percentage of the outstanding amount of the loan, which we refer to as the asset coverage ratio, which means that the facility size of the vessel loans can be reduced if the value of the collateralized vessels falls under a certain percentage of the outstanding amount under that loan, as a result of which a repayment in the same amount may be required. In addition, certain of our credit facilities will require us to satisfy certain financial covenants, which require us to, among other things, to maintain:

–An amount of current assets, which may include undrawn amount of any committed revolving credit facilities and credit lines having a maturity of more than one year, that, on a consolidated basis, exceeds our current liabilities;

–An aggregate amount of cash, cash equivalents and available aggregate undrawn amounts of any committed loan of at least $50.0 million or 5% of our total indebtedness (excluding guarantees), depending on the applicable loan facility, whichever is greater;

–An aggregate cash balance of at least $30.0 million; and

–A ratio of value adjusted stockholders’ equity to value adjusted total assets of at least 25% on or before December 31, 2025. From January 2026 until December 31, 2026, the ratio must be maintained at a minimum of 27.5%. At any time thereafter, the ratio must be maintained at a minimum of 30%.

Our Nordic bond, which matures in September 2026, still has the following covenant in place: A ratio of stockholders’ equity to total assets of at least 30%.

In general, the operating restrictions that are contained in our credit facilities may prohibit or otherwise limit our ability to, among other things:

–Effect changes in management of our vessels;

–Transfer or sell or otherwise dispose of all or a substantial portion of our assets;

–Declare and pay dividends, if any, if there is or will be, as a result of any dividend, an event of default or breach of a loan covenant; and

–Incur additional indebtedness.

A violation of any such financial covenants or operating restrictions may constitute an event of default, which, unless cured within the grace period set forth under the applicable credit facility, or waived or modified by our lenders, provides our lenders with the right to, among other things, require us to post additional collateral, enhance our equity and liquidity, increase our interest payments, pay down our indebtedness to a level where we are in compliance with our loan covenants, sell vessels in our fleet, reclassify our indebtedness as current liabilities and accelerate our indebtedness and foreclose their liens on our vessels and the other assets securing the credit facilities, which would impair our ability to continue to conduct our business. Furthermore, certain of our credit facilities contain a cross-default provision that may be triggered by a default under one of our other credit facilities, or those of our 50%-owned joint ventures.

As a result of the CMB.TECH Enterprises acquisition in 2024 and the acquisition of Golden Ocean Group Limited, or Golden Ocean, in 2025, we have incurred and assumed substantial indebtedness and have become subject to increased operating and financial restrictions. Although the organizational integration of the combined business has substantially progressed, we continue to streamline certain processes, systems, applications and control frameworks across the group, and the larger scale and complexity of our group may require additional management attention, time and expense. These factors may limit our ability to execute our business strategy, reduce our financial flexibility and increase our exposure to refinancing, liquidity and default risks.

As of December 31, 2025, and as of the date of this annual report, we were in compliance with the financial covenants contained and other restrictions in our debt agreements.

We monitor compliance with these covenants continually and consider the risk of default to be low based on current projections and the availability of timely mitigating actions. In the event of a covenant breach, many of our financing agreements also provide grace or remedy periods during which we may take corrective actions to restore compliance. Such corrective actions may include, but are not limited to:

–posting additional collateral;

–partial repaying outstanding debt to reduce leverage;

–infusing equity capital;

–negotiating amendments or temporary waivers with lenders; and

–implementing other measures that would positively influence the ratio.

Failure to take such actions to resolve a breach within the specified cure period or secure a waiver, however, may result in an event of default, potentially leading to debt acceleration, enforcement of security interests, or cross-defaults in other loan agreements or instruments. Consequently, we maintain a forward-looking liquidity forecast, conduct regular stress testing, and closely monitors covenant headroom. Additionally, we actively engage with key financing partners to ensure flexibility in the event of unexpected changes in circumstances.

Should we fail to identify and resolve any such covenant breach and ensuing default, there would be a substantial negative impact on our ability to borrow funds and on our liquidity and cash flows which in turn would negatively impact our financial condition and performance.

We depend on our executive officers and key employees, and the loss of their services could, in the short term, have a material adverse effect on our business, results of operations and financial condition.

We depend on the efforts, knowledge, skill, reputations and business contacts of our executive officers and other key employees. Accordingly, our success will depend on the continued service of these individuals. There can be no assurance that we will be able to attract and retain such employees on reasonable terms in the future. We may experience departures of senior executive officers and other key employees and we cannot predict the impact that any of their departures would have on our ability to achieve our financial objectives. The loss of the services of any of them could, in the short term, have a material adverse effect on our business, results of operations and financial condition.

Fluctuating fuel prices may affect our profits.

The U.S. Energy Information Administration (“EIA”) projects that global oil production will continue to exceed consumption in 2026, contributing to rising inventories and potential downward pressure on crude oil prices. In its Short-Term Energy Outlook, the EIA forecasts Brent crude oil prices to average approximately $96 per barrel in 2026, compared with an estimated average of approximately $69 per barrel in 2025, reflecting continued supply growth from non-OPEC producers.

This anticipated supply surplus is largely driven by strong production growth from non-OPEC producers. According to the EIA, U.S. crude oil production remains near record levels and is expected to remain above 13 million barrels per day, supported primarily by continued development in the Permian Basin. The International Energy Agency (“IEA”) also notes that additional supply growth is expected from offshore projects in Canada, Brazil, and Guyana, which have expanded production capacity in recent years.

At the same time, structural changes in energy consumption patterns are expected to moderate long-term demand growth. The accelerated adoption of electric vehicles and renewable energy—particularly in China and Europe—is expected to reduce oil demand growth in the transportation sector, although this may be partially offset by rising petrochemical and industrial demand. Both the IEA and EIA have noted that these structural changes could gradually reshape the composition of global oil demand over the coming decade.

Unexpected supply disruptions, production decisions by the Organization of the Petroleum Exporting Countries, or OPEC+, and geopolitical developments continue to have a significant impact on oil prices. While forecasts from the EIA and IEA indicate that supply could exceed demand in 2026, recent geopolitical developments demonstrate the continued sensitivity of oil markets to supply risks.

Fuel remains one of the most significant operating expenses when operating vessels on the spot market under voyage charters. Additionally, regulations such as FuelEU Maritime and the European Union Emissions Trading System (“EU ETS”) impose additional cost burdens on our operations. Failure to properly align compliance strategies with charterers may negatively impact our financial performance, as these regulatory frameworks require additional administrative planning and financial resources to manage emission-related expenses.

We rely on our information systems to conduct our business and failure to protect these systems against security breaches could adversely affect our business and results of operations. Additionally, if these systems fail or become unavailable for any significant period of time, our business could be harmed and our operational resilience weakened.

The safety and security of our vessels and efficient operation of our business, including processing, transmitting and storing electronic and financial information, depend on computer hardware and software systems, which are increasingly vulnerable to security breaches and other disruptions and may be susceptible to damage, disruptions or shutdowns, hardware or software failures, power outages, computer viruses, cyberattacks, telecommunication failures, user errors or catastrophic events. Our vessels rely on information systems for a significant part of their operations, including navigation, provision of services, propulsion, machinery management, power control, communications and cargo management. A disruption to the information system of any of our vessels could lead to, among other things, incorrect routing,, loss of navigational control, collision, grounding and propulsion failure.

Beyond our vessels, we experience threats to our data and systems, including malware and computer virus attacks, internet network scans, systems failures and disruptions. A cyberattack that bypasses our information technology security systems, causing an IT security breach, could lead to a material disruption of our information technology and operational technology systems and adversely impact our daily operations and cause the loss of sensitive information, including our own proprietary information and that of our customers, suppliers and employees, including personal data. Such losses could harm our reputation and result in competitive disadvantages, litigation, regulatory enforcement actions, lost revenues, additional costs and liability. While we devote substantial resources to maintaining adequate levels of cybersecurity, our resources and technical sophistication may not be adequate to prevent all types of cyberattacks. As cyberattacks become increasingly sophisticated, and as tools and resources become more readily available to malicious third parties, there can be no guarantee that our actions, security measures and controls designed to prevent, detect or respond to intrusion, to limit access to data, to prevent destruction or alteration of data or to limit the negative impact from such attacks, can provide absolute security against compromise. As of the date of this annual report, we have not experienced any material cybersecurity incident which would be disclosable under Belgian, European or SEC guidelines.

We rely on industry accepted security and control frameworks and technology to securely maintain confidential and proprietary information and personal data maintained on our information systems. However, these measures and technology may not adequately prevent security breaches. In addition, the unavailability of the information systems or the failure of these systems to perform as anticipated for any reason could disrupt our business and could result in decreased performance and increased operating costs, causing our business and results of operations to suffer. Any significant interruption or failure of our information systems or any significant breach of security could adversely affect our business, results of operations and financial condition, as well as our cash flows. Furthermore, as from May 25, 2018, data breaches on personal data as defined in the EU General Data Protection Regulation 2016/679, could lead to administrative fines up to EUR 20 million or up to 4% of the total worldwide annual turnover of the company, whichever is higher.

Furthermore, cybersecurity continues to be a key priority for regulators around the world, and some jurisdictions, namely the United States have enacted laws requiring companies to notify individuals or the general investing public of data security breaches involving certain types of personal data. If we fail to comply with the relevant laws and regulations, we could suffer financial losses, a disruption of our businesses, liability to investors, regulatory intervention or reputational damage. In Europe, the Network and Information Security Directive 2 (“NIS2”) introduces stricter obligations for companies in critical sectors, including transport, energy and manufacturing, requiring us to enhance cybersecurity risk management, implement stricter access controls, ensure supply chain security and report cyber incidents within 24 hours. Non-compliance with NIS2 could result in regulatory fines of up to €10 million or 2% of global turnover, operational disruptions, reputational damage and increased legal liabilities, particularly if a cyberattack compromises vessel navigation, industrial hydrogen systems or automated fuelling operations. We are actively working to align our cybersecurity framework with NIS2 requirements to mitigate these risks and maintain secure, resilient operations across our shipping and hydrogen industry activities.

For more information on our cybersecurity risk management and strategy, please see “Item 16K. Cybersecurity”

In the highly competitive international market, we may not be able to compete effectively for charters.

Our vessels are employed in a highly competitive market that is capital intensive and highly fragmented. Competition arises from other vessel owners, including major oil companies, national oil companies or companies linked to authorities of oil producing or importing countries, as well as independent tanker companies which may all have substantially greater resources than us. Competition for the transportation of crude oil and other petroleum products depends on price, location, size, age, condition, sophistication and the acceptability of the vessel operator to the charterer. Competitors with greater resources could enter and operate larger tanker fleets through consolidations or acquisitions, and may be able to offer more competitive prices and fleets. While ownership of the global tanker fleet remains fragmented, recent consolidation activity in certain segments, particularly the VLCC spot market, may increase concentration and could influence market dynamics and spot rate formation, which may increase volatility and affect our ability to compete effectively for charters.

We are subject to certain risks with respect to our counterparties and failure of our counterparties to meet their obligations could cause us to suffer losses or negatively impact our results of operations and cash flows.

We have entered into, and may enter in the future, various contracts, including shipbuilding contracts or long-term contracts, credit facilities, insurance agreements, voyage and time charter agreements and other agreements associated with the operation of our vessels. Such agreements subject us to counterparty risks.

We have implemented a comprehensive counterparty risk policy to establish structured processes for assessing, monitoring, mitigating and managing the risk of financial default, regulatory violations and reputational harm. This policy includes a credit limit system that restricts our financial exposure to any single counterparty and incorporates additional risk mitigation measures to ensure financial stability and regulatory compliance.

Counterparty limits are monitored periodically and are assessed based on a comprehensive risk assessment, considering factors such as:

–The financial strength and creditworthiness of the counterparty, including credit ratings where available.

–The counterparty’s reputation and historical compliance record.

–Legal, regulatory and compliance risks, including adherence to international sanction regimes (such as U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC"), United Kingdom ("U.K.") Sanctions and Anti-Money Laundering Act and the EU Sanctions List).

–The potential risk to earnings and assets arising from counterparty noncompliance with laws, regulations, prescribed practices, internal policies and ethical standards.

Notwithstanding these measures, the ability and willingness of each of our counterparties to perform its payment and other obligations under a contract with us will depend on a number of factors that are beyond our control and may include, among other things, general economic conditions, the condition of the maritime and offshore industries, the overall financial condition of the counterparty, charter rates received for specific types of vessels, the supply and demand for commodities, such as oil, iron ore, coal and grain, work stoppages or other labour disturbances, including as a result of the outbreak of pandemic diseases and various expenses. Should a counterparty fail to honour its obligations under any such contract or attempt to renegotiate our agreements, we could sustain significant losses which could have a material adverse effect on our business, financial condition, results of operations, cash flows, ability to pay dividends, if any, to holders of our ordinary shares in the amounts anticipated or at all and compliance with covenants in our secured loan agreements.

In addition, in depressed market conditions, our charterers and customers may no longer need a vessel that is currently under charter or contract or may be able to obtain a comparable vessel at lower rates. As a result, charterers and customers may seek to renegotiate the terms of their existing charter agreements or avoid their obligations under those contracts.

As a result of these counterparty risks, we could sustain significant losses which could have a material adverse effect on our business, financial condition, results of operations and cash flows, as well as our ability to pay dividends, if any, in the future, and comply with covenants in our borrowing facilities.

Decline of economic conditions throughout the world will impede our results of operations, financial condition and cash flows.

There has historically been a strong link between the development of the world economy and demand for energy, including oil and gas. An extended period of deterioration in the outlook for the world economy could therefore reduce the overall demand for oil and gas and consequently for our shipping services. Such changes could adversely affect our results of operations and cash flows.

We face risks attendant to changes in economic environments, changes in margins or interest rates, changes in sanctions regimes and trade restrictions imposed by governments especially as implemented in response to the invasion of Ukraine, the conflict between Israel and Hamas and the recent escalation involving Iran. We also face risk in changing government regulations, and instability in the banking and securities markets around the world, among other factors. Major market disruptions may adversely affect our business or impair our ability to borrow amounts under our credit facilities or any future financial arrangements. In the absence of available financing, we also may be unable to take advantage of business opportunities or respond to competitive pressures

Continuing concerns over inflation, volatile interest rates, energy costs, geopolitical issues, including the war between Russia and Ukraine, the recent escalation involving Iran and the conflict between Israel and Hamas, trade tensions, such as new tariffs in the United States, and the availability and cost of credit have contributed to increased volatility and diminished expectations for the economy and the markets going forward. These factors, combined with volatile oil prices, declining business and consumer confidence, have precipitated fears of a possible economic recession. Domestic and international equity markets continue to experience heightened volatility and turmoil. The weakness in the global economy has caused, and may continue to cause, a decrease in worldwide demand for certain goods and, thus, shipping.

Further escalation in Iran and the Arabian Gulf could further increase global energy prices, inflationary pressures, market volatility and risk aversion, which may adversely affect charter demand, the cost of bunkers, asset values, financing conditions, interest costs and the availability and pricing of debt, trade credit and insurance.

Additionally, significant shifts in U.S. foreign policy and trade policy, particularly concerning the conflict in Ukraine and relations with other nations may contribute to uncertainty. Shifts in U.S. policy regarding the conflict in Ukraine, relations with major trading partners and approaches to international alliances may affect geopolitical stability, sanctions dynamics and trade patterns, which could in turn impact shipping demand, charter rates and our financial condition.

An economic slowdown or changes in the economic and political environment in the Asia- Pacific region could have a material adverse effect on our business, financial condition and results of operations.

We anticipate that a significant number of port calls made by our vessels, including oil tankers, bulk carriers, chemical tankers, container vessels and other specialised ships, will continue to involve loading or discharging operations in ports within the Asia-Pacific region. As a result, any negative changes in economic conditions, trade volumes or industrial activity in any Asia-Pacific country—particularly in China, given rising corporate and sovereign indebtedness, financial instability and declining real estate values—may have a material adverse effect on our business, financial condition, results of operations and future prospects.

We cannot assure you that the Chinese economy will not experience a significant contraction in the future. Furthermore, there remains a risk of broader financial stress in China due to high levels of personal and corporate debt, trade policy uncertainties and increasing protectionist measures. In recent years, China and the United States have implemented increasingly restrictive trade policies, leading to tariff increases and ongoing trade tensions that could impact global shipping demand. In February 2026, U.S. tariff policy uncertainty increased further following a U.S. Supreme Court decision limiting the use of emergency powers to impose certain broad tariffs, alongside announcements of replacement tariff measures under alternative legal authorities. A decrease in the level of imports to and exports from China, particularly in commodities, chemicals, manufactured goods and containerized cargo, could adversely affect demand for shipping services, thereby impacting our business, operating results and financial condition.

Additionally, China’s policies to reduce reliance on foreign energy and raw materials—including its Net Zero 2060 initiative, increased domestic production and supply chain shifts—could reduce demand for bulk transport of fossil fuels, ores and other raw materials. A structural decline in China’s commodity imports and exports could materially adversely affect our fleet utilization, revenues and financial condition.

Furthermore, China may adopt measures that favour domestic shipping companies or increase costs for foreign operators (including taxes applicable to non-resident transportation enterprises), and may expand environmental levies affecting certain commodities and emissions-intensive industries. Any such measures could reduce chartering opportunities, affect freight rates and influence long-term contract renewals.

A shift in consumer demand from oil towards other energy sources may have a material effect on our business.

In 2025, cash flows generated from charters for vessels operating in the tanker sector of the shipping industry continued to represent an important part of our earnings and cash flow, although our business became more diversified following the expansion of our dry bulk and offshore activities. Adverse developments in the tanker shipping industry could still have a significant impact on our financial condition and results of operations. Adverse developments in the tanker business could therefore reduce our ability to meet our payment obligations and maintain our profitability.

The ongoing global energy transition is reshaping demand patterns in the maritime and transportation sectors. A shift from fossil fuels to alternative energy sources such as electricity, natural gas, LNG, renewable energy, hydrogen and ammonia may significantly impact traditional oil transportation markets. Additionally, the increasing adoption of electric vehicles and stricter emissions regulations may further reduce demand for oil-based transportation fuels, potentially affecting demand for oil tankers.

While projections differ, recent IEA scenarios indicate that oil demand may peak or flatten around the end of the decade under certain scenarios, while OPEC and other industry participants project oil demand will remain strong well beyond 2040. Regardless of timing, the shift toward renewable and low-carbon energy sources, driven by policy, corporate commitments and decarbonisation targets, is reshaping trade flows and could affect demand for our vessels.

At CMB.TECH, we recognise this structural shift and have positioned ourselves as an early adopter of green fuel technologies, particularly hydrogen and ammonia-based propulsion. Through R&D and investments in dual-fuel and mono-fuel hydrogen and ammonia engines and related solutions, we are adapting to the energy transition. Our diversified fleet, including bulk carriers, chemical tankers, container vessels and hydrogen-powered ships, provides flexibility to navigate evolving market conditions.

Our involvement in the development of low carbon solutions for shipping, and in particular hydrogen and ammonia powered applications, has introduced us to new risks, such as:

–The global clean energy transition may not accelerate as expected, including in the shipping industry;

–Governmental and regulatory focus on a zero-carbon future, including the timing and scope of global measures (such as the IMO’s proposed Net-Zero Framework), may be delayed, changed or not adopted as currently envisaged;

–The shipping industry may not adopt hydrogen and ammonia as a primary fuel source for ocean-going vessels or any adoption may take longer than expected;

–The obsolescence and scrapping of older vessels that are powered by traditional fuels that emit carbon and their replacement may not occur as expected or at all;

–Our hydrogen and ammonia engine and fuel technology may not be successfully applied in longer haul routes;

–Continued increases in demand for service vessels in the offshore wind industry may not occur as expected;

–Partnerships in which we cooperate with third parties may fail; and

–Intellectual property rights owned by the company may be challenged or may expire.

As the global regulatory landscape tightens and industries accelerate the transition toward net-zero emissions, the active participation in the development of sustainable maritime solutions could provide competitive advantages. However, should the transition outpace technological and infrastructure readiness, or if new fuels such as hydrogen and ammonia do not scale as expected, market uncertainties could still impact our results of operations, cash flows and financial position.

Lack of technological innovation to meet quality and efficiency requirements could reduce our charter hire income and the value of our vessels.

Our customers and other stakeholders have an increasing focus on quality, safety and compliance across the supply chain, including shipping. Maintaining these standards is critical to our operations. In addition, regulatory requirements relating to energy efficiency and carbon intensity (including the IMO’s EEXI/CII measures) and EU decarbonisation measures (including FuelEU Maritime) are increasing the importance of vessel efficiency and emissions performance in chartering decisions and asset values. Any noncompliance either suddenly or over a period of time, on one or more of our vessels[, or an increase in requirements by oil operators above and beyond what we deliver,] may have a material adverse effect on our future performance, results of operations, cash flows and financial position.

Charter hire rates, vessel values and the useful lives of vessels depend on factors such as efficiency, operational flexibility and physical condition. Efficiency includes speed, fuel economy and turnaround time in port. Flexibility includes the ability to access ports and terminals and transit canals and straits. Technological advances—including alternative-fuel propulsion and enhanced energy-efficiency solutions—may result in newer vessels that are materially more efficient or commercially attractive than parts of our fleet. If such vessels gain preference with charterers, we may face lower charter rates, reduced utilization, shorter economic lives and a decline in resale values. This could also limit our ability to contract with top-tier counterparties and increase reliance on lower-rated charterers or lower-priced employment. In addition, investments required to maintain competitiveness and comply with evolving environmental requirements could increase our costs and materially adversely affect our results of operations, cash flows, financial condition and ability to pay dividends, if any.

Newbuilding projects are subject to risks that could cause delays, cost overruns or cancellation of our newbuilding contracts.

As of December 31, 2025, we had forty-one vessels under construction. These construction projects are subject to risks of delay or cost overruns inherent in any large construction project from numerous factors, including shortages of equipment, materials or skilled labour, unscheduled delays in the delivery of ordered materials and equipment or shipyard construction, failure of equipment to meet quality and/or performance standards, financial or operating difficulties experienced by equipment vendors or the shipyard, unanticipated actual or purported change orders, inability to obtain required permits or approvals, unanticipated cost increases between order and delivery, design or engineering changes and work stoppages and other labour disputes, public health threats, adverse weather conditions or any other potential events of force majeure. Significant cost overruns or delays could adversely affect our financial position, results of operations and cash flows. Additionally, failure to complete a project on time may result in the delay of revenue from that vessel.

If for any reason we default under any of our newbuilding contracts, or otherwise fail to take delivery of our newbuilding vessels, we would be prevented from realising potential revenues from such vessels, we could also lose all or a portion of our investment, including any installment payments made, and we could be liable for penalties and damages under such contracts as well as suffer reputational damage. If we already committed to a third party the use of the vessel upon construction completion, then we may breach such commitment and be subject to pay related damages, such as any increased costs the counterparty pays to secure an alternate vessel to use. Approved Time Charter (“TC”) contracts could also be jeopardized and cause penalties by late delivery.

In addition, in the event a shipyard does not perform under its contract, we may lose all or part of our investment, which would have a material adverse effect on our results of operations, financial condition and cash flows.

If our vessels call on ports located in countries or territories that are the subject of sanctions or embargoes, it could lead to monetary fines or other penalties and adversely affect our reputation and the market for our ordinary shares.

Although none of our owned or operated vessels have called on ports located in countries or territories that are the subject of country-wide or territory-wide comprehensive sanctions and/or embargoes imposed by the U.S. government, the EU, the UK, or other applicable governmental authorities (“Sanctioned Jurisdictions”) in violation of sanctions or embargo laws during 2025, and we endeavour to take precautions reasonably designed to mitigate such risks, it is possible that, in the future, our vessels may carry cargo from or call on ports in Sanctioned Jurisdictions on charterers’ instructions and/or without our knowledge and consent. Our Charterers and other counterparties could also be involved in sanctioned trade without their knowledge and consent, this could have an effect on us being in the line of parties. If such activities result in violation of applicable sanctions or embargo laws, we could be subject to monetary fines, penalties, suspension of our license to operate or other sanctions, and our reputation and the market for our ordinary shares could adversely affected.

Sanctions and embargo regimes vary by jurisdiction, change frequently and may apply to entities owned or controlled by designated persons or entities. Additional countries, territories, persons and entities may become subject to sanctions in the future, requiring ongoing diligence, screening and monitoring. Sanctions enforcement has also increased with respect to the shipping sector, and current or future counterparties may be, or may become, affiliated with sanctioned persons or entities. If sanctions or embargoes require us to terminate contracts, or if we are found to be in violation of applicable restrictions, we could face fines, reputational harm and adverse effects on our results of operations.

Since February 2022, the US, EU and allied nations have imposed a series of escalating economic sanctions against Russia in response to its ongoing military actions in Ukraine. These measures have continued to expand through 2025, including with respect to Russia’s energy sector, financial institutions, maritime operations and vessels involved in sanctions evasion and “shadow fleet” activities. As of the date of this annual report, the EU has adopted 19 packages of sanctions against Russia, including the 17th package in May 2025, the 18th package in July 2025 and the 19th package in October 2025, each of which included additional restrictions relevant to Russia’s energy and maritime sectors.. In parallel, U.S. authorities have intensified maritime-related sanctions enforcement, including actions in January 2025 targeting an unprecedented number of oil-carrying vessels associated with sanctions evasion. The EU and U.S. have also prohibited specified services related to the maritime transport of Russian-origin crude oil and petroleum products, subject to price-cap compliance processes that rely on recordkeeping and attestations, which increase compliance complexity and the risk of exposure through false documentation. While much uncertainty remains, the potential that the EU, in conjunction with the G7, might replace the price cap policy in favor of a full maritime services ban for Russian oil exports may also pose further risks that could adversely affect our business. At the same time, it is unknown whether the United States, and/or the European Union and United Kingdom, will ease, retain, expand, or otherwise further modify the foregoing Russia sanctions due to the impact of the conflict in Iran on global energy markets.

Enforcement has also intensified with respect to Iran-related illicit oil trade, including recent U.S. actions targeting “shadow fleet” vessels involved in transporting Iranian petroleum, increasing the risk of inadvertent exposure through counterparties, documentation and maritime service providers. In addition, the recent armed conflict between the U.S. and Israel, and Iran has caused a de facto closure of the Strait of Hormuz and further disruption of trade routes in the Red Sea, which could have significant impacts in the Middle East region, , disrupt global oil and LNG flows and increase security and insurance costs. Indeed, as a result of the conflict in Iran and the resultant volatility in the global oil markets, on March 12, 2026, the United States Department of the Treasury’s Office of Foreign Assets Control (OFAC) issued a general license authorizing, through 12:01 a.m. eastern daylight time on April 11, 2026, the sale, delivery, or offloading of Russian Federation origin crude oil or petroleum products loaded on any vessel on or before 12:01 a.m. eastern daylight time on March 12, 2026, including vessels previously blocked by OFAC under several existing sanctions programs. Also, on March 20, 2026, OFAC issued a general license authorizing, through 12:01 a.m. eastern daylight time on April 19, 2026, the sale, delivery, or offloading of Iranian origin crude oil or petroleum products loaded on any vessel on or before 12:01 a.m. eastern daylight time on March 20, 2026, including vessels previously blocked by OFAC under several existing sanctions programs.

We believe that we were in compliance with all applicable sanctions and embargo laws and regulations in 2025 and intend to maintain such compliance. However, evolving rules, varying interpretations and reliance on third parties over whom we have limited control increase the risk of inadvertent violations or allegations of non-compliance. Any such violation (or allegation) could result in reputational damage, substantial fines, penalties or other sanctions, and could adversely affect our access to capital markets, our financing arrangements and our relationships with banks, insurers and counterparties, materially adversely affecting our business, financial condition, results of operations and cash flows.

Risks related to the technological, regulatory and market aspects in the development, testing and commercialization of hydrogen and ammonia combustion engines and applications could adversely affect our business

Our H2 Industry division is engaged in the development, testing and commercialization of mono fuel and dual fuel hydrogen and ammonia combustion engines and applications for various industries, including marine, trucking, ports, mining, rail and power generation. The division is at the forefront of hydrogen-based decarbonisation solutions, but the successful deployment and scaling of these technologies is subject to a variety of technological, regulatory, financial and market-related risks, for example:

–The commercialization of CMB.TECH’s dual fuel hydrogen technology through a licensing model, under which third-party partners manufacture, retrofit, install and service applications based on CMB.TECH’s technology, creates licensing, compliance, quality control, IP protection and reputational risks. The principal risk in this model lies in the company’s dependence on licensees to apply the technology safely, consistently and in compliance with contractual, technical and regulatory requirements.

–The regulatory framework governing hydrogen- and ammonia-powered vehicles, equipment and vessels continues to evolve and may differ across jurisdictions, creating uncertainties in certification, permitting and compliance requirements, including with respect to safety and crew training; interim IMO guidance for ammonia-fuelled ships has been issued, but further rulemaking and implementation remain ongoing.

–The success of our hydrogen and ammonia solutions depends on market acceptance, economic viability and competition with alternative decarbonisation technologies.

–The capital costs associated with research and development ("R&D"), testing and infrastructure investments create financial exposure and potential delays in achieving profitability.

–Partnerships in which we cooperate with third parties may fail.

–Geopolitical and supply chain risks

Any of the above could have a material adverse effect on our future performance, results of operations, cash flows and financial position.

The development, production and distribution of green hydrogen and ammonia bears technological, regulatory and market risks which could adversely affect our business

Our H2 Infra division is engaged in the development, integration and management of infrastructure for green hydrogen and ammonia production and distribution. This includes projects such as the hydrogen production plant in Namibia, which generates off-grid, pure green hydrogen, the ammonia production plant, which will produce green ammonia, and the ammonia terminal in Namibia, designed to supply ammonia to power deep-sea vessels. These initiatives expose the Company to technological, regulatory, operational, geopolitical and financial risks, including the following:

–Building and operating hydrogen and ammonia infrastructure presents unique technical and logistical challenges that could delay project execution, increase costs or impact operational efficiency.

–The hydrogen and ammonia industry is subject to complex, evolving regulatory frameworks that impact project approvals, safety standards and market access.

–The success of projects of the H2 Infra division depend on the growth and commercial viability of the global hydrogen and ammonia market, including the availability of long-term offtake arrangements and customers’ willingness to pay a premium for green molecules; demand development and investment decisions may be slower than expected, as illustrated by recent market reassessments in Namibia-linked green ammonia offtake plans.

–Developing large-scale hydrogen and ammonia infrastructure requires significant capital expenditures and long-term financial commitments.

–Cybersecurity compliance risks.

Failure to comply with the U.S. Foreign Corrupt Practices Act could result in fines, criminal penalties and an adverse effect on our business.

We may operate in a number of countries throughout the world, including countries suspected to have a risk of corruption. We are committed to doing business in accordance with applicable anti-corruption laws. We are subject to the risk that we, our service providers, or their respective officers, directors, employees and agents may take actions determined to be in violation of such anti-corruption laws, including the FCPA. Any such violation could result in substantial fines, sanctions, civil and/or criminal penalties, curtailment of operations in certain jurisdictions, and might adversely affect our business, earnings or financial condition. In addition, actual or alleged violations could damage our reputation and ability to do business. Furthermore, detecting, investigating, and resolving actual or alleged violations is expensive and can consume significant time and attention of our senior management.

Maritime claimants could arrest or attach our vessels, which could interrupt our cash flow.

Crew members, suppliers of goods and services to a vessel, shippers of cargo and other parties may be entitled to a maritime lien against a vessel for unsatisfied debts, claims or damages. In many jurisdictions, a maritime lien-holder may enforce its lien by "arresting" or "attaching" a vessel through judicial or foreclosure proceedings. The arrest or attachment of one or more of our vessels could result in a significant loss of earnings for the related off-hire period. In addition, in jurisdictions where the "sister ship" theory of liability applies, such as South Africa, a claimant may arrest the vessel which is subject to the claimant's maritime lien and any "associated" vessel, which is any vessel owned or controlled by the same owner. In countries with "sister ship" liability laws, claims might be asserted against us or any of our vessels for liabilities of other vessels that we own. Under some of our present charters, if the vessel is arrested or detained as a result of a claim against us, we may be in default of our charter and the charterer may terminate the charter, which will negatively impact our revenues and cash flows. Any of these events could have a material adverse effect on our business, results of operations, cash flows, financial condition and ability to pay dividends.

Volatility of interest rate benchmarks under our financial agreements could affect our profitability, earnings and cash flow.

In order to manage our exposure to interest rate fluctuations under the SOFR or other reference rates applicable to our debt, we have and may from time-to-time use interest rate derivatives to effectively fix some of our floating rate debt obligations. No assurance can however be given that the use of these derivative instruments, if any, may effectively protect us from adverse interest rate movements. The use of interest rate derivatives may affect our results through mark to market valuation of these derivatives. Also, adverse movements in interest rate derivatives may require us to post cash as collateral, which may impact our free cash position. Volatility in applicable interest rates among our financing agreements presents a number of risks to our business, including potential increased borrowing costs for future financing agreements or unavailability of or difficulty in attaining financing, which could in turn have an adverse effect on our profitability, earnings and cash flow.

In addition, our credit facilities use variable interest rates and expose us to interest rate risk. If interest rates remain elevated, increase further or prove volatile and we are unable to effectively hedge our interest rate risk, our debt service obligations on the variable rate indebtedness would increase, even if the amount borrowed remained the same, and our profitability and cash available for servicing our indebtedness would decrease.

We depend upon third party service providers for certain management services for our fleet and any management failures could materially affect our business.

We currently outsource to third party service providers certain management services of its fleet, including certain aspects of technical, commercial and crew management. In particular, we have entered into ship management agreements that assign technical and crew management responsibilities to third-party technical managers for a significant portion of our fleet. While Anglo-Eastern Ship Management continues to manage the majority of the fleet, following the acquisition of Golden Ocean the fleet is now managed across multiple ship managers.

In such outsourcing arrangements, we have transferred direct control over technical, crew and commercial management of the relevant vessels, while maintaining significant oversight and audit rights, and must rely on third party service providers to, among other things:

–Comply with their respective contractual commitments and obligations owed to us, including with respect to safety, security, quality, proper crew management and environmental compliance of the operations of our vessels;

–Comply with requirements imposed by the U.S. government, the UN and the EU (i) restricting certain transactions and calls on ports located in countries that are subject to sanctions and embargoes and (ii) prohibiting bribery and other corrupt practices;

–Respond to changes in customer demands for our vessels;

–Obtain supplies and materials necessary for the operation and maintenance of our vessels;

–Recruit crew members with training, licenses and experience appropriate for our vessels; and

–Mitigate the impact of labour shortages and/or disruptions relating to crews on our vessels.

Any failure by our third-party service providers to perform to required standards or comply with applicable laws, or any reputational issues affecting them, could expose us to liability, operational disruption and reputational harm, materially adversely affecting our business.

The third-party managers have the right to terminate their agreements. If a third-party manager exercises that right, we will be required either to enter into substitute agreements with other third parties or to assume those management duties. We may not succeed in negotiating and entering into such agreements, and even if it does, the terms and conditions may be less favourable. If we are required to dedicate internal resources to managing its fleet (including hiring additional qualified personnel or diverting existing resources), this could increase costs and reduce efficiency and profitability. Any such changes could result in a temporary loss of customer approvals, disrupt our business and have a material adverse effect on our business, results of operations and financial condition.

Attracting and retaining motivated, well-qualified seagoing personnel is a top priority. In addition to our shore-based personnel, we employ officers and crew members on our owned fleet. In crewing our vessels, we employ certain employees with specialised training who can perform physically demanding work. If our crew are unable to adequately perform, it may negatively impact our business, financial condition or results of operations. This could harm our reputation as a safe and reliable vessel owner and operator.

Certain of our directors, executive officers and major shareholders may have interests that are different from the interests of our other shareholders, which may create a conflict of interest.

Certain of our directors, executive officers and major shareholders may have interests that are different from the interests of our other shareholders. Compagnie Maritime Belge NV, or CMB, our largest shareholder, beneficially owns the 178.726.458 of our ordinary shares, representing 56,56% of our outstanding shares, as of April 1, 2026. As long as one of our key shareholders beneficially owns a significant percentage of the outstanding ordinary shares, it is able to exercise significant influence over CMB.TECH and will be able to control the outcome of shareholder votes, including the adoption or amendment of provisions in our articles of incorporation or bye-laws and approval of possible mergers, amalgamations, control transactions and other significant corporate transactions. This concentration of ownership may have the effect of delaying, deferring or preventing a change in control, merger, amalgamations, consolidation, takeover or other business combination. This concentration of ownership could also discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of us, which could in turn have an adverse effect on the market price of our ordinary shares. CMB may not necessarily act in accordance with the best interests of other shareholders. The interests of a key shareholder may not coincide with the interests of other holders of our ordinary shares. To the extent that conflicts of interests may arise, key shareholders may vote in a manner adverse to some other holders of our securities.

In addition, certain members of our Supervisory Board, including Mr. Patrick De Brabandere, and certain members of our Management Board, including Mr. Alexander Saverys, Mr. Michael Saverys, Mr. Ludovic Saverys, Mr. Benoit Timmermans and Mr. Maxime Van Eecke, also serve on the boards of CMB. There may be real or apparent conflicts of interest with respect to matters affecting CMB whose interests in some circumstances may be adverse to our interests.

To the extent that we do business with or compete with CMB or participate in ventures in which CMB may participate, these members of our Supervisory Board and Management Board may face actual or apparent conflicts of interest in connection with decisions that could have different implications for us. These decisions may relate to corporate opportunities, corporate strategies, potential acquisitions of businesses, newbuilding acquisitions, inter-company agreements, the issuance or disposition of securities, the election of new or additional directors and other matters. Such potential conflicts may delay or limit the opportunities available to us, and it is possible that conflicts may be resolved in a manner adverse to us or result in agreements that are less favourable to us than terms that would be obtained in arm's-length negotiations with unaffiliated third parties.

Risks Related to Legal and Regulatory Matters

We are subject to complex laws and regulations, including environmental laws and regulations that can increase our cost and liability exposure and adversely affect our business, results of operations and financial condition.

We operate worldwide including, where appropriate, through agents or other intermediaries. Compliance with complex laws and regulations that apply to our international operations increases our cost of doing business. These numerous and sometimes conflicting laws and regulations include, among others, data privacy requirements (in particular the European General Data Protection Regulation and, where applicable, the EU-U.S. Data Privacy Framework), labour relations laws, tax laws, anti-competition regulations, import and trade restrictions, export requirements, U.S. federal laws such as the FCPA and other U.S. federal laws and regulations established by the OFAC or other agencies, local laws such as the UK Bribery Act 2010 or other local laws which prohibit corrupt payments to governmental officials or certain payments or remunerations to customers.

Given the high level of complexity of these laws, there is a risk that we, our agents or other intermediaries may inadvertently breach certain provisions thereunder. Violations of these laws and regulations could result in fines, criminal sanctions against us, our officers or our employees, requirements to obtain export licenses, cessation of business activities in sanctioned countries, implementation of compliance programs, and prohibitions on the conduct of our business. Violations of laws and regulations could also result in prohibitions on our ability to operate in one or more countries and could materially damage our reputation, our ability to attract and retain employees, or our business, results of operations and financial condition. Furthermore, detecting, investigating and resolving actual or alleged violations is expensive and can consume significant time and attention of our senior management. Though we have implemented monitoring procedures and required policies, guidelines, contractual terms and audits, these measures may not prevent or detect failures by our agents or intermediaries regarding compliance.

Our operations are also subject to numerous laws and regulations in the form of international conventions and treaties, national, state and local laws and national and international regulations in force in the jurisdictions in which our vessels operate or are registered, which can significantly affect the ownership and operation of our vessels. Compliance with such laws and regulations, where applicable, may require installation of costly equipment or operational changes and may affect the resale value or useful lives of our vessels. We may also incur additional costs in order to comply with other existing and future regulatory obligations, including, but not limited to, costs relating to air emissions including greenhouse gases, the management of ballast waters, maintenance and inspection, development and implementation of emergency procedures and insurance coverage or other financial assurance of our ability to address pollution incidents. Oil spills that occur from time to time may also result in additional legislative or regulatory initiatives that may affect our operations or require us to incur additional expenses to comply with such new laws or regulations.

These costs could have a material adverse effect on our business, results of operations, cash flows and financial condition and our available cash. A failure to comply with applicable laws and regulations may result in administrative and civil penalties, criminal sanctions or the suspension or termination of our operations.

Environmental laws can also affect the resale value or useful lives of our vessels, can require a reduction in cargo capacity, ship modifications or operational changes or restrictions, lead to decreased availability of insurance coverage for environmental matters or result in the denial of access to certain jurisdictional waters or ports or detention in certain ports. We could incur material liabilities, including clean-up obligations and natural resource damages liability, in the event that there is a release of hazardous materials from our vessels or otherwise in connection with our operations. Environmental laws often impose strict liability for remediation of spills and releases of hazardous substances, which could subject us to liability without regard to whether we were negligent or at fault. We could also become subject to personal injury or property damage claims relating to the release of hazardous substances associated with our existing or historic operations. Violations of, or liabilities under, environmental laws can result in substantial penalties, fines and other sanctions, including, in certain instances, seizure or detention of our vessels and could harm our reputation with current or potential charterers of our vessels. We are required to satisfy insurance and financial responsibility requirements for potential oil (including marine fuel) spills and other pollution incidents. Although we have arranged insurance to cover certain environmental risks, there can be no assurance that such insurance will be sufficient to cover all such risks or that any claims will not have a material adverse effect on our business, results of operations, cash flows, financial condition and available cash.

We are subject to sustainability reporting standards which impose substantial costs on our operations.

The Corporate Sustainability Reporting Directive ("CSRD") and other such sustainability reporting standards entail reporting risks and opportunities arising from social and environmental issues. The rules became applicable in the financial year 2024, for reports to be published in 2025. However, on 26 February 2025, the Commission introduced an Omnibus package to streamline reporting while maintaining transparency, proposing changes to the scope and timing of the CSRD, EU Taxonomy, and CSDDD. We are defined as listed SME for both CSRD (<1000 employees) and EU Taxonomy (<1000 employees). SMEs with securities listed on EU regulated markets, have no reporting requirements under CSRD and EU Taxonomy. Hence, we will only report Sustainability and Taxonomy-related information on a voluntary and case-by-case basis. In December 2025, the European Parliament approved the provisional agreement.

The EU ETS makes polluters pay for their greenhouse gas emissions, helps bring emissions down and generates revenues to finance the EU’s green transition. It operates in all EU countries, Iceland, Liechtenstein and Norway, and, as of 2024, regulates the shipping industry. Under the EU ETS, shipowners will need to register, open accounts and report their emissions within the methodology required by the system. Charterparties need to include new ETS-related clauses and divide responsibilities between Owners and Charterers in order to comply with the regulations. This will generate additional operational, legal and administration work. Non-compliance with the rules could lead to sanctions, whether due to unfamiliarity with the new regulations , making errors in the submission data , or poor agreements between Owners and Charterers, etc. This could have a material adverse effect on our business. We have therefore prepared terms and conditions for insertion into our trading contracts such as but not limited to time, voyage and bareboat charters, ship management agreements and other trading documents, aiming at protecting our best interests by limiting compliance and administration costs as well as other financial burdens. In view of the administration of our EU ETS rights and obligations, we have opened Maritime Operator Holding Accounts ("MOHA accounts") so as to enable us to buy, trade and surrender emission allowances online.

In addition, many environmental requirements are designed to reduce the risk of pollution, such as from oil spills, and our compliance with these requirements is costly. To comply with these and other regulations, including: (i) the sulfur emission requirements of Annex VI of MARPOL, which instituted a global 0.5% (lowered from 3.5% as of January 1, 2020) sulfur cap on marine fuel consumed by a vessel, unless the vessel is equipped with a scrubber, and (ii) the BWM Convention of the IMO, which requires vessels to install expensive ballast water treatment systems, we may be required to incur additional costs to meet new maintenance and inspection requirements, develop contingency plans for potential spills, and obtain insurance coverage. The increased demand for low sulphur fuels may increase the costs of fuel for our vessels that do not have scrubbers. Additional conventions, laws and regulations may be adopted that could limit our ability to do business or increase the cost of doing business and which may materially and adversely affect our operations.

We are subject to international safety regulations and if we fail to comply with these regulations, we may be subject to increased liability, which may adversely affect our insurance coverage and may result in a denial of access to, or detention in, certain ports.

The operation of our vessels is regulated by international conventions, national, state and local laws and regulations in force in the jurisdictions in which the vessels operate, as well as in the countries of their registration. As such, we are subject to the requirements set forth in the IMO’s International Safety Management Code for the Safe Operation of Ships and for Pollution Prevention, or the ISM Code, the International Ship & Port Facility Security Code (“ ISPS Code”), promulgated by the IMO under the International Convention for the Safety of Life at Sea of 1974, (SOLAS Convention”), as well as to other conventions, mainly MARPOL, the International Convention on Standards of Training, Certification and Watchkeeping for Seafarers, or (“STCW”), etc. Failure to comply with these requirements may subject us to increased liability, may decrease available insurance coverage for the affected ships, and may result in denial of access to, or detention in, certain ports. The U.S. Coast Guard (“USCG”) and EU and relevant port State control authorities enforce compliance with the ISM and ISPS Codes and prohibit non-compliant vessels from trading in U.S. and E.U. ports. This could have a material adverse effect on our future performance, results of operations, cash flows and financial position.

Because these conventions, laws and regulations are frequently revised, we cannot predict the ultimate cost of compliance or their impact on our operations, vessel resale values or useful lives. New or amended requirements may be adopted that could limit our ability to do business or increase our costs and materially adversely affect our operations. We are also required to obtain and maintain various permits, licenses, certificates and financial assurances in connection with our operations.

Developments in safety and environmental requirements relating to the recycling of vessels may result in unexpected costs.

The 2009 Hong Kong International Convention for the Safe and Environmentally Sound Recycling of Ships, (“the Hong Kong Convention”), aims to ensure ships are being recycled once they reach the end of their operational lives, and do not pose any unnecessary risks to the environment, human health and safety. Upon the Hong Kong Convention's entry into force on 26 June 2025, each ship that gets recycled will have to carry an Inventory of Hazardous Materials. Ships will be required to have surveys to verify their inventory of hazardous materials initially, throughout their lives and prior to the ship being recycled.

In 2013, the European Parliament and the Council of the EU adopted the EU Ship Recycling Regulation which retains key requirements of the Hong Kong Convention and requires that certain commercial seagoing vessels flying the flag of an EU Member State may only be recycled in facilities included on the European List of ship recycling facilities, which is reviewed and updated periodically. The limited number and capacity of approved facilities capable of recycling large vessels, compared to major recycling markets outside the European List, may result in longer wait times and downward pressure on the purchase prices offered for EU-flagged vessels, which could reduce the residual values we realise upon disposal of vessels.

These regulatory requirements may lead to cost escalation by shipyards, repair yards and recycling yards. This may then result in a decrease in the residual recycling value of a vessel which could potentially not cover the cost to comply with the latest requirements, which may have an adverse effect on our future performance, results of operations, cash flows and financial position.

Regulations relating to ballast water discharge result in increased costs.

The IMO has imposed updated guidelines for ballast water management systems specifying the maximum amount of viable organisms allowed to be discharged from a vessel’s ballast water. Depending on the date of the International Oil Pollution Prevention (“IOPP”) renewal survey, vessels constructed before September 8, 2017 are required to comply with the updated D-2 standard. For most vessels, compliance with the D-2 standard will involve installing on-board systems to treat ballast water and eliminate unwanted organisms.

The regulatory landscape in the United States concerning vessel discharges is currently evolving. While the 2013 Vessel General Permit (“VGP”) program and the U.S. National Invasive Species Act (“NISA”) remain in effect, the Vessel Incidental Discharge Act (“VIDA”) introduces a new regulatory framework. On September 20, 2024, the U.S. Environmental Protection Agency (“EPA”) finalized the Vessel Incidental Discharge National Standards of Performance, establishing national standards for approximately 30 types of incidental discharges, including ballast water, similar to those previously covered under the VGP. Following this, the U.S. Coast Guard (“USCG”) is now responsible for developing the corresponding implementation, compliance, and enforcement regulations, which are expected by September 2026. Until the USCG finalizes these regulations, vessels must continue to comply with the existing EPA 2013 VGP and applicable USCG ballast water requirements. However, the future implementation of the VIDA framework may necessitate the installation of new equipment or modifications to existing systems to meet updated discharge standards. These developments could result in substantial additional costs, which may adversely affect our operational flexibility and profitability.

Climate change and greenhouse gas restrictions may adversely impact our operations and markets.

Due to concern over the risk of climate change, a number of countries, the EC and the IMO have adopted, or are considering the adoption of, regulatory frameworks to reduce greenhouse gas emissions. These regulatory measures may include, among others, adoption of cap-and-trade regimes, carbon taxes, increased efficiency standards and incentives or mandates for renewable energy.

Compliance with changes in laws, regulations and obligations relating to climate change could increase our costs related to owning, operating and maintaining our vessels and require us to install new emission controls, acquire allowances or pay taxes related to our greenhouse gas emissions, or administer and manage a greenhouse gas emissions program. Revenue generation and strategic growth opportunities could also be adversely affected. by compliance with such changes.

Additionally, increased regulation of greenhouse gas emissions may incentivize use of alternative energy sources. Unless and until such regulations are implemented and their effects are known, we cannot reasonably or reliably estimate their impact on our financial condition, results of operations and ability to compete. However, any long-term material adverse effect on our industry may adversely affect our financial condition, results of operations and cash flows.

We are subject to litigation risks in connection with our takeover of and merger with Golden Ocean Group, which could result in cash payments to former Golden Ocean shareholders and increased costs.

Following the merger of Golden Ocean with and into CMB.TECH Bermuda, certain former Golden Ocean shareholders who dissented from the merger commenced proceedings before the Court in Bermuda. These shareholders seek, among other things, cash consideration for their former Golden Ocean shares or, alternatively, a court appraisal of the fair value of their shares under Bermudan law. Although management believes that the Company’s position is more likely than not to prevail, litigation is inherently uncertain. An adverse outcome could require us to make cash payments to the dissenting shareholders and incur significant legal and other costs, which could adversely affect our financial condition.

Risk Factors Relating to Tax Matters

United States tax authorities could treat us as a “Passive Foreign Investment Company” ("PFIC"), which could have adverse United States federal income tax consequences to United States shareholders.

A foreign corporation will be treated as a PFIC for United States federal income tax purposes if either (1) at least 75% of its gross income for any taxable year consists of certain types of "passive income" or (2) at least 50% of the average value of the corporation's assets produce or are held for the production of those types of "passive income." For purposes of these tests, "passive income" includes dividends, interest, and gains from the sale or exchange of investment property and rents and royalties other than rents and royalties which are received from unrelated parties in connection with the active conduct of a trade or business. For purposes of these tests, income derived from the performance of services does not constitute "passive income." United States shareholders of a PFIC are subject to a disadvantageous United States federal income tax regime with respect to the income derived by the PFIC, the distributions they receive from the PFIC and the gain, if any, they derive from the sale or other disposition of their shares in the PFIC.

Based on our current and proposed method of operation, we do not believe that we will be a PFIC with respect to any taxable year. In this regard, we treat the gross income we derive or are deemed to derive from our time chartering activities as services income, rather than rental income. Accordingly, the income from our time and voyage chartering activities should not constitute "passive income," and the assets that we own and operate in connection with the production of that income should not constitute assets that produce or are held for the production of "passive income."

There is substantial legal authority supporting this position, consisting of case law and United States Internal Revenue Service “IRS”, pronouncements concerning the characterization of income derived from time charters and voyage charters as services income for other tax purposes. However, it should be noted that there is also authority that characterizes time charter income as rental income rather than services income for other tax purposes. Accordingly, no assurance can be given that the IRS or a court of law will accept this position, and there is a risk that the IRS or a court of law could determine that we are a PFIC. Moreover, no assurance can be given that we would not constitute a PFIC for any future taxable year if the nature and extent of our operations change.

If the IRS were to find that we are or have been a PFIC for any taxable year, our United States shareholders would face adverse United States federal income tax consequences and incur certain information reporting obligations. Under the PFIC rules, unless those shareholders make an election available under the United States Internal Revenue Code of 1986, as amended (“Code”), (which election could itself have adverse consequences for such shareholders), such shareholders would be subject to United States federal income tax at the then prevailing rates on ordinary income plus interest, in respect of excess distributions and upon any gain from the disposition of their ordinary shares, as if the excess distribution or gain had been recognised ratably over the shareholder's holding period of the ordinary shares.

We may have to pay tax on United States source shipping income, or taxes in other jurisdictions, which would reduce our net earnings.

Under the Code, 50% of the gross shipping income of a corporation that owns or charters vessels, as we and our subsidiaries do, that is attributable to transportation that begins or ends, but that does not both begin and end, in the United States may be subject to a 4% United States federal income tax imposed by Section 887 of the Code on a gross basis without allowance for deductions, unless that corporation qualifies for exemption from taxation under Section 883 of the Code and the regulations promulgated thereunder by the United States Department of the Treasury or an applicable U.S. income tax treaty. Since under the sourcing rules described above, no more than 50% of our shipping income is treated as being derived from United States sources, the maximum effective rate of United States federal income tax on our shipping income will not exceed 2% under the 4% gross basis tax regime.

We and our subsidiaries continue to take the position that we qualify for, either this statutory tax exemption, or exemption under an income tax treaty for United States federal income tax return reporting purposes. However, there are factual circumstances beyond our control that could cause us to lose the benefit of this tax exemption and thereby become subject to United States federal income tax on our United States source shipping income. For example, we may no longer qualify for exemption under Section 883 of the Code for a particular taxable year if shareholders with a five percent or greater interest in our ordinary shares (5% shareholders) owned, in the aggregate, 50% or more of our outstanding ordinary shares for more than half the days during the taxable year, and there does not exist sufficient 5% shareholders that are qualified shareholders for purposes of Section 883 of the Code to preclude non-qualified 5% shareholders from owning 50% or more of our ordinary shares for more than half the number of days during such taxable year or we are unable to satisfy certain substantiation requirements with regard to our 5% shareholders. Due to the factual nature of the issues involved, there can be no assurances on the tax-exempt status of us or any of our subsidiaries.

If we or our subsidiaries were not entitled to exemption under Section 883 of the Code or exemption under an income tax treaty for any taxable year, we or our subsidiaries could be subject for such year to an effective 2% United States federal income tax on the shipping income we or they derive during such year which is attributable to the transport of cargoes to or from the United States. The imposition of this taxation would have a negative effect on our business and would decrease our earnings available for distribution to our shareholders.

We may also be subject to tax in other jurisdictions, which could reduce our earnings.

Our shareholders residing in countries other than Belgium may be subject to double withholding taxation with respect to any dividends or other distributions made by us.

Any dividends or similar distributions we make to shareholders will, in principle, be subject to withholding tax in Belgium at a rate of 30%, except for shareholders that qualify for an exemption of withholding tax such as, amongst others, qualifying pension funds or a company qualifying as a parent company in the sense of the Council Directive (90/435/EEC) of 23 July 1990, or the Parent-Subsidiary Directive or that qualify for a lower withholding tax rate or an exemption by virtue of a tax treaty. Various conditions may apply and shareholders residing in countries other than Belgium are advised to consult their advisers regarding the tax consequences of dividends or other distributions made by us. Our shareholders residing in countries other than Belgium may not be able to credit the amount of such withholding tax to any tax due on such dividends or other distributions in any other country than Belgium. As a result, such shareholders may be subject to double taxation in respect of such dividends or other distributions.

Belgium and the United States have concluded a double tax treaty concerning the avoidance of double taxation, (“U.S.-Belgium Treaty”). The U.S.-Belgium Treaty reduces the applicability of Belgian withholding tax to 15%, 5% or 0% for U.S. taxpayers, provided that the U.S. taxpayer meets the limitation of benefits conditions imposed by the U.S.-Belgium Treaty. The Belgian withholding tax is generally reduced to 15% under the U.S.-Belgium Treaty. The 5% withholding tax applies in cases where the U.S. shareholder is a company which holds at least 10% of our ordinary shares. A 0% Belgian withholding tax applies when the shareholder is a company that has held at least 10% of our ordinary shares for at least 12 months, or is, subject to certain conditions, a U.S. pension fund. The U.S. shareholders are encouraged to consult their own tax advisers to determine whether they can invoke the benefits and meet the limitation of benefits conditions as imposed by the U.S.-Belgium Treaty.

Changes to the tonnage tax or the corporate tax regimes applicable to us, or to the interpretation thereof, may impact our future operating results.

Shortly after its incorporation in 2003, we applied for treatment under the Belgian tonnage tax regime. It was declared eligible for this regime by the Federal Finance Department on October 23, 2003, for a ten-year period. In line with the tonnage tax regulations, which are part of the normal corporate tax regime in Belgium, profits from the operation of seagoing vessels are determined on a lump sum basis based on the net registered tonnage of the particular vessels. After this first ten-year period had elapsed, the tonnage tax regime has been automatically renewed for another ten-year period. The application for prolongation of this Tonnage Tax Regime as from 2024 was timely filed before the end of 2023 and was approved in 2024 by the Belgian Ruling Commission. The Belgian Ruling Commission formally confirmed that the Tonnage Tax Regime applies for a ten-year period as from January 1, 2024 and thereafter will be automatically renewed for another ten-year period. This tonnage tax replaces all factors that are normally taken into account in traditional tax calculations, such as profit or loss, operating costs, depreciation, gains and the offsetting of past losses of the revenues taxable in Belgium.

Changes to the tax regimes applicable to us, or the interpretation thereof, may impact our future operating results.

We operate vessels under multiple flags and are subject to tonnage tax and other shipping-related tax regimes in various jurisdictions.

There is, however, no guarantee that the tonnage tax regime will not be reversed or that other forms of taxation will not be imposed such as, but not limited to, a global minimum tax, a carbon tax or emissions trading system in the context of the discouragement of the use of fossil fuels. To the extent such changes would be implemented on the EU level only, the global level playing field may be distorted and put the Company in a weaker competitive position compared to its non-EU peer companies.

Changes in trade and fiscal policy may adversely impact our business and future operations.

In April 2025, the Trump Administration and the Office of the U.S. Trade Representative, or the USTR, implemented significant trade actions, including (i) a fee to be paid by a vessel’s operator for any vessel owned or operated by a Chinese entity arriving to a U.S. port, to be paid up to five times per calendar year per vessel, which fee is calculated at a rate of $50 per net ton for the arriving vessel and increases over time, plateauing at $140 per net ton by April 2028; and (ii) a fee charged to operators of Chinese-built vessels (subject to certain targeted coverage exclusions), which fees are calculated at the higher of either $18 per net ton for the arriving Chinese-built vessel or $120 for each container discharged, again increasing over time to $33 per net ton, or $250 per container discharged, by April 2028; and (iii) a fee charged to operators of non-U.S. built vehicle carriers arriving to a U.S. port, to be paid up to five times per calendar year per vessel, which fee is calculated in the amount of $46 per net ton for the arriving vehicle carrier. These fees became effective for vessels arriving at U.S. ports of entry on October 14, 2025.

On October 10, 2025, in response to the USTR action, China’s Ministry of Transport (the “Ministry”) announced retaliatory special port service fees applicable to vessels calling at Chinese ports which are built or flagged in the U.S. or owned or operated by certain U.S.-linked persons. Although the Ministry later published formal implementing measures, key uncertainties remain that may affect how we plan and comply. These fees also became effective on October 14, 2025.

On October 30, 2025, following certain trade negotiations held between China and the United States in South Korea, China’s Ministry of Commerce released a statement indicating that the United States will suspend implementation of certain of these trade actions and that, after the U.S. suspends implementation, China will also suspend implementation of countermeasures for a period of one year. Uncertainties remain concerning the scope and timing of any suspension of fees by either the U.S. or China. As there remains uncertainty about whether the port fees measures will be implemented in the future and about how they will be interpreted and enforced, we currently are unable to determine with certainty the impact these additional fees will have on us, our business and operations, or our industry.

Changes in tax regulations from other countries we are involved with due to our global trade may affect our business and future operations.

Foreign countries may impose new tax laws which can impact the shipping industry. It is also possible that already existing foreign tax law is not known by us and can have a material effect on our financial position. We can not be sure that we are always aware of all tax law in each country our vessels trade to or all countries we are involved with due to our global trade.

The lack of this information may lead to heavy tax claims from foreign countries directed to us as a shipowner. This could affect us financially for the past, current and future trade of our vessels.

The Nigerian Federal Inland Revenue Service (FIRS) has commenced a tax compliance exercise for the period of 2010-2019 towards non-resident companies trading in Nigeria. The Federal Government of Nigeria granted a 3-month window from June 19, 2023 for international shipping companies operating in Nigeria to regularise their tax status in Nigeria and another window from September 19, 2023, to December 31, 2023, for affected companies to pay all their outstanding taxes to the Federal Government of Nigeria. An extension was provided till March 2024 with a degree on the waiver for penalties and interests claimed. Despite the Double Tax Treaty between Belgium and Nigeria, the Nigerian government has shown to be difficult in cooperating on the subject. If the legal tax issues are not handled with proper care, this could result in an adverse effect on our financial situation, our trade and operations going forward.

Other foreign tax regulations which are not or not well known by us can affect our business in an adverse way even for events taking place in the past. This could be for taxes due because of our global trade, the flag of our vessels, the places where our offices are located, places where our vessels are moored or because of some underlying contracts we might have (e.g. Charterparty, insurance, etc.). The impact of these tax laws could have an adverse effect on our legal and financial position and influence our trade and operations going forward.

Changes in tax laws and unanticipated tax liabilities could materially and adversely affect the taxes we pay, results of operations and financial results.

We are subject to income and other taxes in the United States and foreign jurisdictions, and our results of operations and financial results may be affected by tax and other initiatives around the world. For instance, there is a high level of uncertainty in today's tax environment stemming from global initiatives put forth by the Organisation for Economic Co-operation and Development's (“OECD”) two-pillar base erosion and profit shifting project. In 2021, members of the OECD put forth two proposals: (i) Pillar One reallocates profit to the market jurisdictions where sales arise versus physical presence; and (ii) Pillar Two compels multinational corporations with €750 million or more in annual revenue to pay a global minimum tax of 15% on income received in each country in which they operate. The reforms aim to level the playing field between countries by discouraging them from reducing their corporate income taxes to attract foreign business investment. Over 140 countries agreed to enact the two-pillar solution to address the challenges arising from the digitalisation of the economy and, in 2024, these guidelines were declared effective and must now be enacted by those OECD member countries. It is possible that these guidelines, including the global minimum corporate tax rate measure of 15%, could increase the burden and costs of our tax compliance, the amount of taxes we incur in those jurisdictions and our global effective tax rate, which could have a material adverse impact on our results of operations and financial results.

Risks Related to Investment in our Ordinary Shares

The price of our ordinary shares has fluctuated in the past, has been volatile and may be volatile in the future, future sales of our ordinary shares could cause the market price of our ordinary shares to decline, and as a result, investors in our ordinary shares could incur substantial losses.

The market price of our ordinary shares has historically fluctuated over a wide range and may continue to fluctuate significantly in response to many factors, such as actual or anticipated fluctuations in our operating results, changes in financial estimates by securities analysts, economic, regulatory and ESG trends, general market conditions, rumors and fabricated news and other factors, many of which are beyond our control. The price of our ordinary shares has ranged between $7.86 and $11.85 during 2025. Our stock prices may experience rapid and substantial decreases or increases in the foreseeable future that are unrelated to our operating performance or prospects. The stock market in general and the market for shipping companies in particular have experienced extreme volatility that has often been unrelated to the operating performance of particular companies. As a result of this volatility, investors may experience substantial losses on their investment in our ordinary shares. There can be no guarantee that our stock price will remain at current prices. The market price of our common stock could decline due to sales of our shares in the market or the perception that such sales could occur. This could depress the market price of our common stock and make it more difficult for us to sell equity securities in the future at a time and price that we deem appropriate, or at all.

The market price for our ordinary shares may be influenced by many factors, including the following:

–Investor reaction to the execution of our business strategy, including mergers and acquisitions;

–Shareholder activism;

–Our continued compliance with the listing standards of NYSE and/or Euronext Brussels and/or Euronext Oslo;

–Regulatory or legal developments in the United States and other countries, especially changes in laws or regulations applicable to our industry, including those related to climate change;

–Variations in our financial results or those of companies that are perceived to be similar to us;

–Our ability or inability to raise additional capital and the terms on which we raise it;

–Declines in the market prices of stocks generally;

–Trading volume of our ordinary shares;

–Shorting activity in relation to our share;

–Actual or threatened lawsuits, claims or other legal proceedings involving our company;

–Sales of our ordinary shares by us or our stockholders;

–General economic, industry and market conditions; and

–Other events or factors, including those resulting from such events, or the prospect of such events, including war, terrorism and other international conflicts, public health issues including health epidemics or pandemics, adverse weather and climate conditions could disrupt our operations or result in political or economic instability.

These broad market and industry factors may cause the market price of our ordinary shares to drop, regardless of our operating performance, and may be inconsistent with any improvements in actual or expected operating performance, financial condition or other indicators of value. Since the stock price of our ordinary shares has fluctuated in the past, has been recently volatile and may be volatile in the future, investors in our ordinary shares could incur substantial losses. In the past, following periods of volatility in the market, securities class-action litigation has often been instituted against companies. Such litigation, if instituted against us, could result in substantial costs and diversion of management’s attention and resources, which could materially and adversely affect our business, financial condition, results of operations and growth prospects.

In addition, securities of certain companies have recently experienced significant and extreme volatility in stock price due to short sellers of ordinary shares, known as a “short squeeze”. These short squeezes have caused extreme volatility in those companies and in the market and have led to the price per share of those companies to trade at a significantly inflated rate that is disconnected from the underlying value of the Company. Many investors who have purchased shares in those companies at an inflated rate risk losing a significant portion of their original investment, as the price per share has declined steadily as interest in those stocks have abated. While we have no reason to believe our shares would be the target of a short squeeze, there can be no assurance that our shares will not be in the future, and if so it could cause you to lose a significant portion or all of your investment.

We are thus unable to predict when such instances of trading volatility will occur or how long such dynamics may last. Therefore, we cannot assure you that you will be able to sell any of our common shares you may have purchased at a price greater than or equal to its original purchase price, or that you will be able to sell our common shares at all.

From time to time our Supervisory Board may authorize a share buyback within the Belgian legal framework. There is no guarantee that we will repurchase shares at a level anticipated by stockholders or at all, which could reduce returns to our stockholders. Once authorized, decisions to repurchase our common stock will be at the discretion of our Management Board, based upon a review of relevant considerations.

Based on the authorization granted by the Special General Meeting on May 22, 2025, we may repurchase up to 60 million of our own shares over a period of five years if we believe there is a significant gap between the market price of the shares and the Company’s intrinsic value.

As of April 9, 2025, we owned 25,807,878 of our own shares (8.17% of the total issued shares). We may continue to buy back our shares opportunistically under the conditions laid down by law and subject to a valid authorisation. The extent to which we do so and the timing of these purchases, will depend upon a variety offactors, including market conditions, regulatory requirements and other corporate considerations.

The Supervisory Board’s determination to authorize the repurchase of ordinary shares will depend upon our profitability and financial condition, contractual restrictions, restrictions imposed by applicable law and other factors that the Supervisory Board deems relevant. Based on an evaluation of these factors, the Supervisory Board may determine not to repurchase shares or to do so at reduced levels compared to historical levels, any or all of which could reduce returns to our stockholders. The Supervisory Board may suspend or discontinue this authorisation at any time.

The Supervisory Board decided to amend the dividend policy to a full discretionary dividend policy. We therefore cannot assure you that we will declare or pay any dividends. The shipping industry is volatile and we cannot predict with certainty the amount of cash, if any, that will be available for distribution as dividends in any period.

The Supervisory Board amended our dividend policy to a full discretionary dividend policy at the end of 2023.

Consequently, our Supervisory Board may from time to time, declare and pay cash dividends in accordance with our Coordinated Articles of Association and applicable Belgian law. The declaration and payment of dividends or other distributions, if any, will always be subject to the approval of either our Supervisory Board (in the case of “interim dividends”) or of the shareholders (in the case of “regular dividends”, "intermediary dividends" or “repayment of capital”).

Our Supervisory Board will continue to assess the declaration and payment of dividends upon consideration of our financial results and earnings, restrictions in our debt agreements, market prospects, current capital expenditures, commitments, investment opportunities, and the provisions of Belgian law affecting the payment of dividends to shareholders and other factors. We may stop paying dividends at any time and cannot assure you that we will pay any dividends in the future or of the amount of such dividends.

In general, under the terms of our debt agreements, we are not permitted to pay dividends if there is or will be a default or a breach of a loan covenant as a result of the dividend. Our credit facilities also contain restrictions and undertakings which may limit our and our subsidiaries' ability to declare and pay dividends (for instance, with respect to each of our joint ventures, no dividend may be distributed before its loan agreement, as applicable, is repaid in full).

Belgian law generally prohibits the payment of dividends unless net assets on the closing date of the last financial year do not fall beneath the amount of the registered capital and, before the dividend is paid out, 5% of the net profit is allocated to the legal reserve until this legal reserve amounts to 10% of the share capital. No distributions may occur if, as a result of such distribution, our net assets would fall below the sum of (i) the amount of our registered capital, (ii) the amount of such aforementioned legal reserves, and (iii) other reserves which may be required by our Coordinated Articles of Association or by law, such as the reserves not available for distribution in the event we hold treasury shares.

We may not have sufficient surplus in the future to pay dividends and our subsidiaries may not have sufficient funds or surplus to make distributions to us. We can give no assurance that dividends will be paid at a level anticipated by stockholders or at all. In addition, the corporate law of jurisdictions in which our subsidiaries are organised may impose restrictions on the payment or source of dividends under certain circumstances.

Future issuances and sales of our ordinary shares could cause the market price of our ordinary shares to decline.

As of December 31, 2025, our issued (and fully paid up) share capital was $343,439,903.39 which was represented by 315,977,647 shares. As of December 31, 2025, we had:

–290,169,769 ordinary shares outstanding, and

–25,807,878 treasury shares.

Our Shareholders’ Special General Meeting in 2025 authorized our Supervisory Board to acquire a maximum of 60 million shares during a period of five years, at a price per share not exceeding the maximum price allowed under applicable law and not to be less than €0.01.

On March 21, 2024, the Supervisory Board had authorized the Management Board to repurchase up to 10 million shares at a maximum purchase price per share of $17.86 (dividend or other distribution paid should be deducted from this amount as of the ex-dividend date) with a term from March 21, 2024 to June 28, 2024. Shares that we repurchase can be cancelled or can be held as treasury shares, at the option of the Company.

Under Belgian corporate laws, the voting rights related to treasury shares are suspended and treasury shares give no entitlement to dividend. We may at any time transfer all or part of our treasury shares to a third party, at which time the corresponding voting rights will cease to be suspended and the shares will again give their holder entitlement to dividend. Our shareholders may incur dilution from any such future transfer.

Additionally, by decision of our shareholders’ meeting held on May 22, 2025, our Supervisory Board is authorized to increase our share capital in one or several times by a total maximum amount of $239,147,500 (with possibility for our Supervisory Board to restrict or suspend the preferential subscription rights of our existing shareholders) during a period of five years as from the date of publication of the decision, subject to the terms and conditions to be determined by our Supervisory Board.

Issuances and sales of a substantial number of ordinary shares in the public market, or the perception that these issuances or sales could occur, may depress the market price for our ordinary shares. These sales could also impair our ability to raise additional capital through the sale of our equity securities in the future. We intend to issue additional ordinary shares in the future. Our shareholders may incur dilution from any such future equity offering.

We are incorporated in Belgium, which provides for different and in some cases more limited shareholder rights than the laws of jurisdictions in the United States.

We are a Belgian company and our corporate affairs are governed by Belgian corporate law. Principles of law relating to such matters as the validity of corporate procedures, the fiduciary duties of management, the dividend payment dates and the rights of shareholders may differ from those that would apply if we were incorporated in a jurisdiction within the United States.

For example, there are no statutory dissenters’ rights under Belgian law with respect to share exchanges, mergers and other similar transactions, and the rights of shareholders of a Belgian company to sue derivatively, on our behalf, are more limited than in the United States.

Civil liabilities based upon the securities and other laws of the United States may not be enforceable in original actions instituted in Belgium or in actions instituted in Belgium to enforce judgments of U.S. courts.

Civil liabilities based upon the securities and other laws of the United States may not be enforceable in original actions instituted in Belgium or in actions instituted in Belgium to enforce judgments of U.S. courts. Actions for the enforcement of judgments of U.S. courts will prevail only if the Belgian court confirms the substantive correctness of the judgment of the U.S. court and is satisfied that:

–The effect of the enforcement judgment is not manifestly incompatible with Belgian public policy;

–The judgment did not violate the rights of the defendant;

–The judgment was not rendered in a matter where the parties transferred rights subject to transfer restrictions with the sole purpose of avoiding the application of the law applicable according to Belgian international private law;

–The judgment is not subject to further recourse under U.S. law;

–The judgment is not incompatible with a judgment rendered in Belgium or with a subsequent judgment rendered abroad that might be enforced in Belgium;

–A claim was not filed outside Belgium after the same claim was filed in Belgium, while the claim filed in Belgium is still pending;

–The Belgian courts did not have exclusive jurisdiction to rule on the matter;

–The U.S. court did not accept its jurisdiction solely on the basis of either the nationality of the plaintiff or the location of the disputed goods; and

–The judgment submitted to the Belgian court is authentic.

Any shareholder acquiring 30% or more of our issued ordinary shares is required to make a mandatory unconditional public takeover bid.

According to the Belgian law, any shareholder who acquires 30% or more of our issued shares is required to make a mandatory unconditional public takeover bid in the remaining shares in CMB.TECH that it and its affiliates do not already own. The purpose in making the offer for the remaining shares in CMB.TECH is to comply with its obligations under Article 5 of the Takeover Law and Article 50 of the Takeover Decree. Any shareholder who comes into possession, other than following a voluntary takeover bid, directly or indirectly, of more than 30% of our capital or voting rights, shall launch a takeover bid on all the shares and securities granting access to the shares or voting rights, and on terms that comply with applicable U.S. securities laws, and SEC and NYSE rules and regulations.