Pangaea Logistics Solutions Ltd.

NOTE 1 -GENERAL INFORMATION

Pangaea Logistics Solutions Ltd. and its subsidiaries (collectively, the “Company” or “Pangaea”) provides seaborne drybulk logistics and transportation services. Pangaea utilizes its logistics expertise to service a broad base of industrial customers who require the transportation of a wide variety of drybulk cargoes, including grains, pig iron, hot briquetted iron, bauxite, alumina, cement clinker, dolomite and limestone. The Company addresses the logistics needs of its customers by undertaking a comprehensive set of services and activities, including cargo loading, cargo discharge, vessel chartering, voyage planning, and technical vessel management.

As of December 31, 2025, the Company owned three Panamax, two Ultramax Ice Class 1C, two Ultramax, eight Supramax andfourteen Handysize vessels. The Company owns two-thirds of its consolidated subsidiary Nordic Bulk Holding Company Ltd. (“NBHC”) which owns a fleet ofsix Panamax Ice Class 1A drybulk vessels. The Company previously owned 50% of Nordic Bulk Partners LLC. ("NBP") which owns a fleet offour Post Panamax Ice Class 1A drybulk vessels. On November 6, 2024, Pangaea Logistics Solutions Ltd. completed the acquisition of the remaining 50% equity ownership in Nordic Bulk Partners LLC from HS Nordic LLC for $19.0 million in cash, thereby securing full ownership of Nordic Bulk Partners. Refer to "Note 11, Other Long-Term Liabilities". The Company also holds a 50% interest in the owner of a deck barge. Additionally, the Company owns port and terminal operations located in Fort Lauderdale, Florida, Baltimore, Maryland, Port Aransas, Texas, Tampa, Florida, and Lake Charles, Louisiana.

NOTE 2 –NATURE OF ORGANIZATION

The consolidated financial statements include the operations of Pangaea Logistics Solutions Ltd. and its wholly-owned subsidiaries (collectively referred to as “the Company”), as well as other entities consolidated pursuant to Accounting Standards Codification (“ASC”) 810, Consolidation. A summary of the Company’s consolidation policy is provided in Note 3. A summary of the Company’s variable interest entities is provided at Note 5.

At December 31, 2025 and 2024, entities that are consolidated pursuant to ASC 810-10, but which are not wholly-owned, include the following:

Nordic Bulk Holding Company Ltd. (“NBHC”)

Nordic Bulk Holding Company Ltd. (“NBHC”) is a corporation organized under the laws of Bermuda in October 2012. NBHC was established to own Bulk Nordic Odyssey Ltd. (“Bulk Odyssey”) and Bulk Nordic Orion Ltd. (“Bulk Orion”) and to invest in additional vessels through wholly-owned subsidiaries.

On September 28, 2020, the Company acquired an additional one-third equity interest in NBHC from an existing shareholder. As of December 31, 2025, the Company owns a two-thirds equity interest in NBHC, with the remaining one-third owned by an independent third party.

The Company determined that NBHC is a VIE and that it is the primary beneficiary of NBHC, as it has the power to direct its activities through time charter arrangements with Pangaea Denmark covering all of its owned vessels. Accordingly, the Company has consolidated NBHC for the years ended December 31, 2025 and 2024.

NBHC owns the following Marshall Island corporations for the purpose of owning the respective vessels:

• Bulk Nordic Odyssey (MI) Corp. – m/v Nordic Odyssey

• Bulk Nordic Orion (MI) Corp. – m/v Nordic Orion

• Bulk Nordic Oshima (MI) Corp. – m/v Nordic Oshima

• Bulk Nordic Olympic (MI) Corp. – m/v Nordic Olympic

• Bulk Nordic Odin (MI) Corp. – m/v Nordic Odin

• Bulk Nordic Oasis (MI) Corp. – m/v Nordic Oasis

Venture Logistics NL Inc. (“VLNL”)

Venture Logistics NL Inc. (“VLNL”) is a corporation organized under the laws of Newfoundland and Labrador, Canada on October 19, 2018. VLNL was established to own and operate a deck barge.

As of December 31, 2025, the Company holds a 50% ownership interest in VLNL, with the remaining 50% owned by an independent third party. The Company determined that VLNL is a variable interest entity (“VIE”) and that the Company is the primary beneficiary, as the Company has the power to direct the activities that most significantly impact VLNL’s economic performance through commercial and technical management arrangements. Accordingly, the Company consolidates VLNL in its consolidated financial statements.

Nordic Bulk Partners LLC (“NBP”)

Nordic Bulk Partners LLC (“NBP”) is a limited liability company organized under the laws of the Republic of the Marshall Islands in September 2019. NBP was established to fund the construction and subsequently own four Post-Panamax newbuilding vessels through its wholly-owned subsidiaries: Bulk Seven, Bulk Eight, Bulk Nine, and Bulk Ten.

These subsidiaries were formed in September 2019 to construct and own the following vessels, all of which were delivered in 2021:

• m/v Nordic Nuluujaak

• m/v Nordic Qinngua

• m/v Nordic Sanngijuq

• m/v Nordic Siku

Prior to November 6, 2024, the Company held a 50% equity interest in NBP. On November 6, 2024, Pangaea Logistics Solutions Ltd. acquired the remaining 50% equity interest in NBP from HS Nordic LLC for $19.0 million in cash, resulting in full ownership of NBP.

NOTE 3 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

This summary of significant accounting policies of the Company and its subsidiaries is presented to assist in understanding the Company’s consolidated financial statements. These accounting policies conform to accounting principles generally accepted in the United States, and have been applied in the preparation of the consolidated financial statements.

Basis of Presentation

The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP"). The accompanying consolidated financial statements present separately our financial position, results of operations, cash flows, and changes in shareholders’ equity.

The consolidated financial statements include the accounts of Pangaea Logistics Solutions Ltd. and its subsidiaries, and all intercompany balances and transactions have been eliminated in consolidation. Unless otherwise indicated, amounts are presented in thousands of U.S. dollars, except for share amounts, per share amounts and certain operating metrics, including time charter equivalent (“TCE”) rates, operating expense per day and Baltic Dry Index (“BDI”) data.

Certain reclassifications have been made to prior periods to conform to current period presentation.

Principles of Consolidation

The purpose of consolidated financial statements is to present the financial position and results of operations of a company and its subsidiaries as if the group were a single company. The first step in the Company’s consolidation policy is to determine whether an entity is to be evaluated for potential consolidation based on its outstanding voting interests or its variable interests. Accordingly, the Company first determines whether the entity is a Variable Interest Entity (“VIE”) pursuant to the provisions of ASC 810-10. If the entity is a VIE, consolidation is based on the entity’s variable interests and not its outstanding voting shares. If the entity is not determined to be a VIE, the Company evaluates the entity based on its outstanding voting interests.

Amounts pertaining to the non-controlling interests and redeemable noncontrolling interests held by third parties in the financial position and operating results of the Company’s subsidiaries and/or consolidated VIEs are reported as non-controlling interest and redeemable noncontrolling interests in the accompanying consolidated balance sheets.

As part of the Company’s consolidation process, all intercompany balances and transactions are eliminated in the consolidated financial statements.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Significant estimates include:

•The fair value of assets and liabilities acquired in business combinations, including assumptions used in purchase price allocations.

•The assessment of long-lived assets for impairment under ASC 360, which involves assumptions about future cash flows, discount rates, and other relevant factors.

•The percentage completion of spot voyages.

•The establishment of the allowance for credit losses.

•The estimate of salvage value used in determining vessel depreciation expense.

Management reviews these estimates periodically and reflects the effects of revisions in the period in which they are determined.

Revenue Recognition

Voyage Charter Revenue

Voyage revenues represent revenues earned by the Company from providing transportation services under voyage charters. A voyage charter involves the carriage of a specified quantity and type of cargo from a load port to a discharge port.

The Company’s performance obligation is to transport the cargo from the load port to the discharge port. Consideration under these contracts is generally determined based on a freight rate per metric ton of cargo transported or, in certain cases, a lump-sum freight amount for the entire voyage.

Revenue is recognized over time using the input method, proportionate to the days elapsed relative to the total estimated duration of the voyage. Voyage revenue is recognized over the period between the load port and discharge port and is presented net of address commissions.

Demurrage, which is included in voyage revenues, represents payments by the charterer when loading or discharging time exceeds the stipulated time in the voyage charter. Conversely, the charterer may receive credits if loading or discharging occurs within the allowed laytime. Demurrage and despatch represent variable consideration and are estimated at contract inception and updated as necessary.

Time Charter Revenue

Charter revenues relate to time charter arrangements under which the Company provides a vessel to a charterer for a specified period of time.

These arrangements are accounted for as operating leases under ASC 842 and therefore do not fall within the scope of ASC 606.

Revenue from time charters is recognized on a straight-line basis from the delivery of the vessel to the charterer until the vessel is redelivered to the Company. Revenue is not earned during off-hire periods, which generally occur when a vessel is unavailable for service due to repairs, maintenance, or other circumstances.

Contract Fulfillment Costs

Costs incurred in fulfilling voyage charter contracts that meet the capitalization criteria under ASC 340-40 are deferred and recognized as the related performance obligations are satisfied.

These costs primarily consist of bunker consumption, port expenses, and charter hire expenses incurred after completion of the previous vessel employment and prior to arrival at the load port. Such costs are capitalized within bunker inventory, advance hire, prepaid expenses and other current assets and are recognized as expenses as the related voyage revenues are recognized.

Stevedoring and Terminal Services

In stevedoring service contracts, the Company provides cargo handling services and is generally compensated based on a rate per unit of cargo handled. Revenue is recognized when the related services are performed.

In terminal service contracts, the Company performs a range of port terminal activities including labor, storage, handling and cargo transfer. Revenue is recognized over time or at a point in time depending on the nature of the performance obligation.

Contract Assets and Contract Liabilities

Assets and liabilities related to voyage contracts are reported on a contract-by-contract basis at the end of each reporting period.

Contract assets include accrued receivables that arise when revenue is recognized in advance of billing. Contract liabilities consist primarily of deferred revenue, which arises when amounts are billed to or collected from customers in advance of revenue recognition and are generally recognized within twelve months.

As a practical expedient, the Company has elected not to disclose the aggregate amount of the transaction price allocated to unsatisfied performance obligations for contracts with an original expected duration of one year or less.

Deferred Revenue

Cash received in advance of providing services is recorded as deferred revenue. Deferred revenue recognized in the consolidated balance sheets is expected to be realized within twelve months of the balance sheet date. Deferred revenue recognized during the years ended December 31, 2025 and 2024 included amounts that were recorded as deferred revenue as of December 31, 2024 and December 31, 2023, respectively.

Voyage Expenses

The Company incurs expenses for voyage charters that include bunkers (fuel), port charges, canal tolls, broker commissions and cargo handling operations, which are expensed as incurred.

Charter Expenses

The Company charters in vessels to supplement its owned fleet to support its voyage charter operations. The Company hires vessels under time charters with third party vessel owners, and recognizes the charter hire payments as an expense on a straight-line basis over the term of the charter. Charter hire payments are typically made in advance, and the unrecognized portion is reflected as advance hire in the accompanying consolidated balance sheets. Under time charters, the vessel owner is responsible for the vessel operating costs such as crews, maintenance and repairs, insurance, and stores.

Vessel Operating Expenses

Vessel operating expenses (“VOE”) represent the cost to operate the Company’s owned vessels. VOE include crew wages and related costs, the cost of insurance, expenses relating to repairs and maintenance, the cost of spares and consumables, other miscellaneous expenses, and technical management fees. Technical management services include day-to-day vessel operations, performing general vessel maintenance, ensuring regulatory and classification society compliance, arranging the hire of crew and purchasing stores, supplies and spare parts. These expenses are recognized as incurred.

Terminal & Stevedore Expenses

Terminal & Stevedore expenses represent the cost to provide the Company's cargo handling services. Terminal & Stevedore expenses include direct labor and related costs, the cost of insurance, expenses relating to repairs and maintenance of shore based equipment, trucking, and other direct miscellaneous expenses.

Concentrations of Credit Risk

The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash equivalents, trade receivables and derivative instruments. The Company has certain domestic and foreign cash balance that exceed the insured limits set by the Federal Deposit Insurance Corporation (FDIC) in the United States and equivalent regulatory agencies in countries. The Company maintains its cash accounts with various high-quality financial institutions in the United States, Germany, and Bermuda. The Company performs periodic evaluations of the relative credit standing of these financial institutions. The Company does not believe that significant concentration of credit risk exists with respect to these cash equivalents. Trade accounts receivable are recorded at the invoiced amount, and do not bear interest. The Company performs ongoing credit evaluations of its customers’ financial condition, but does not require collateral. Historically, credit risk with respect to trade accounts receivable has been considered minimal due to the long-standing relationships with significant customers, and their relative financial stability. However, current economic conditions could impact the collectability of certain customers' trade receivables, which could have a material effect on the Company's results of operations. Derivative instruments are recorded at fair value. The Company does not have any off-balance sheet credit exposure related to its customers.

At December 31, 2025, one customer represented 28% of the Company’s trade accounts receivable. At December 31, 2024, there were two customers that accounted for 49% of the Company’s trade accounts receivable, one accounted for 35% and the other accounted for 14%.

At December 31, 2025, the United States accounted for 55% of accounts receivable. At December 31, 2024, the United States and Canada accounted for 67% of accounts receivable.

For the year ended December 31, 2025, the Company had two countries that accounted for at least 10% of revenue; the United States represents 28% and Canada represents 10%. For the year ended December 31, 2024, the Company had two countries that accounted for at least 10% of revenue; the United States represents 32% and Canada represents 14%.

For the year ended December 31, 2025, no customer accounted for 10% or more of total revenue. For the year ended December 31, 2024, one customers accounted for 10% or more of total revenue.

Cash and Cash Equivalents

Cash comprises cash on hand. Cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts of cash, are subject to an insignificant risk of change in value, and have original maturities of three months or less.

Allowance for Credit Losses

The Company maintains a specific reserve for outstanding accounts that are considered partially or fully uncollectible. Additionally, reserves for accounts receivable are established based on account aging and historical collection trends. These reserves are adjusted as new information becomes available or payments are received.

At December 31, 2025, and 2024, the Company provided an allowance for credit losses of $6,017 and $5,493 respectively, for amounts that are not expected to be fully collected. The provision for credit losses was $1,540 in 2025 and $1,835 in 2024. Write-offs totaled $1,016 in 2025 and $2,000 in 2024, reflecting amounts determined to be uncollectible.

Bunker Inventory

Inventory is primarily consists of consumable bunker fuel purchased and stored onboard vessels. Inventory is measured at the lower of cost, determined using the first-in, first-out method, or net realizable value.

Advance Hire, Prepaid Expenses and Other Current Assets

Advance hire represents payments made to vessel owners under time charter arrangements for hire periods subsequent to the balance sheet date. Hire is typically paid in advance for the following fifteen days, although intervals may vary depending on the terms of the time charter agreement.

Prepaid expenses include advance funding to the technical manager for vessel operating expenses, lubricating oils and stores kept on board owned vessels, certain voyage expenses paid in advance and direct costs incurred to fulfill a COA ("Contract of Affreightment"). These specifically identified costs are used to satisfy the contract and are expected to be recovered over the term of the COA. Such costs are amortized on a straight-line basis and charged equally to each of the voyages under the contract.

Accrued receivables include accrued demurrage and balance of freight receivable.

Cash margin on deposit represents collateral posted with derivative counterparties. Derivative assets represent the fair value of derivative instruments when the mark-to-market value of the contracts is favorable to the Company.

Other current assets primarily include various operational deposits and other miscellaneous receivables.

At December 31, advance hire, prepaid expenses and other current assets were comprised of the following:

Other Non-current Assets

At December 31, other non-current assets were comprised of the following:

(1) Intangible assets represent acquired assets, including licenses, contracts, and other rights, net of accumulated amortization totaling $1,675.

Depreciation of Vessels and Other Fixed Assets

Vessels and other fixed assets are stated at cost less accumulated depreciation. Vessel cost includes the contract price and acquisition costs. Significant improvements are capitalized, while maintenance and repairs that do not improve or extend the useful lives of the vessels are expensed as incurred.

Depreciation of vessels is calculated using the straight-line method over their estimated useful lives, based on cost less estimated salvage value. Prior to January 1, 2026, depreciation excluded periods during which a vessel was in dry dock. Effective January 1, 2026, the Company revised its depreciation policy to include periods during which a vessel is in dry dock in the calculation of depreciation expense.

Each vessel’s salvage value is equal to the product of its lightweight tonnage and an estimated scrap rate. The Company estimates scrap rates based on historical average demolition prices per lightweight ton. Effective January 1, 2026, the Company increased the estimated scrap rate from $300 per ton to $400 per ton, supported by historical demolition prices over the past 15 years.

Additionally, effective January 1, 2026, the Company revised the estimated useful life of its dry bulk vessels from a range of 25 years to 30 years to 25 years from the date of initial delivery from the shipyard, based on historical demolition experience and industry practice. The remaining estimated useful lives of the current fleet range from 5 to 20 years.

The changes in estimated scrap rate, useful lives and depreciation methodology are accounted for prospectively as changes in accounting estimates in accordance with ASC 250, Accounting Changes and Error Corrections.

Other fixed assets primarily relate to the Company’s port terminal operations and consist mainly of buildings and infrastructure, mobile equipment, vehicles, furniture and fixtures, and operational gear and attachments. These assets are recorded at cost and depreciated using the straight-line method over their estimated useful lives, generally seven years for buildings and infrastructure and furniture and fixtures, andfive years for mobile equipment, vehicles and operational gear and attachments. Depreciation begins when the asset is placed into service.

The Company periodically reviews the estimated useful lives and residual values of its vessels and other fixed assets and adjusts these estimates prospectively when appropriate.

Vessels held for sale are carried at estimated fair value less cost to sell. No additional depreciation expense is recorded for vessels categorized as held for sale.

Deferred Drydock Cost

Significant upgrades made to the vessels during dry docking are capitalized when incurred and amortized on a straight-line basis over the 5 year period until the next dry docking for vessels younger than 15 years, and over the 2.5 years period until next dry docking for vessels older than 15 years at time of dry docking. Costs capitalized as part of the dry docking include direct costs incurred to meet regulatory requirements that add economic life to the vessel, that increase the vessel’s earnings capacity or which improve the vessel’s efficiency. Direct costs include the shipyard costs, parts, inspection fees, steel, blasting and painting. These costs are recorded in Fixed assets, net or Finance lease right of use assets, net on the Consolidated Balance Sheets. Expenditures for normal maintenance and repairs, whether incurred as part of the dry docking or not, are expensed as incurred. Unamortized dry-docking costs of vessels that are sold are written off and included in the calculation of the resulting gain or loss on sale.

Long-lived Assets Impairment Considerations

The Company evaluates the recoverability of its vessel assets in accordance with ASC 360, Property, Plant, and Equipment. Possible indicators of impairment may include events or changes in circumstances affecting the legal environment, the business climate, market value, the extent or manner in which the vessel asset is used, or the physical condition of the vessel asset.

When such events or changes in circumstances exist, the Company evaluates its vessel assets for impairment by comparing the undiscounted future cash flows expected to be generated over the remaining useful life of each vessel asset to its respective carrying amount. If the estimated undiscounted future cash flows for a vessel asset are less than the carrying amount, the Company then compares the carrying value of the vessel asset to its estimated fair value. If the carrying value exceeds fair value, the vessel asset is written down to its fair value and an impairment loss is recognized in the consolidated statements of operations.

The Company makes significant assumptions when evaluating vessel assets for possible indicators of impairment, including assumptions regarding future charter rates, vessel operating costs, utilization levels and residual values. Changes in these assumptions could have a significant impact on the vessel assets identified for further analysis.

For the year ended December 31, 2025, the Company did not identify any impairment indicators and no impairment loss was recognized on vessel assets.

Financing Costs

Qualifying expenses associated with commercial financing and fees paid to financial institutions to obtain financing are carried as a reduction of the outstanding debt and amortized over the term of the arrangement using the effective interest method. The unamortized portion is included as a reduction of secured long-term debt on the consolidated balance sheets.

The components of net debt issuance costs and bank fees, which are included in secured long-term debt on the consolidated balance sheets are as follows:

Accounts Payable and Accrued Expenses

The components of accounts payable and accrued expenses are as follows:

Taxation

Changes to Bermuda tax policies may impact our financial position. Under current Bermuda law, we are not subject to tax on income, profits, withholding, capital gains or capital transfers. Furthermore, we obtained from the Minister of Finance of Bermuda under the Exempted Undertakings Tax Protection Act 1966 (as amended) (the “EUTP Act”) an assurance that, in the event Bermuda enacts legislation imposing tax computed on profits, income, any capital asset, gain or appreciation, or any tax in the nature of estate duty or inheritance tax, then the imposition of the tax will not be applicable to us or our operations or to our ordinary shares, debentures or other obligations except insofar as such tax applies to persons ordinarily resident in Bermuda or to any taxes payable by us in respect of real property owned or leased by us in Bermuda until March 31, 2035. As a result of changes made to the EUTP Act by the CIT Act (as defined below), this assurance has been made subject to the application of any taxes pursuant to the CIT Act, as described further below.

In the 2023 Budget, the Bermuda government announced the formation of an International Tax Working Group consisting of specialists in international tax matters and representatives of various bodies whose members may be directly impacted by such matters to examine how Bermuda can appropriately implement the Global Minimum Tax initiative. The Working Group reported its findings and provided recommendations to the Bermuda Government in July 2023. The Bermuda Government subsequently issued three public consultation papers as part of its considerations on the introduction of a corporate income tax in Bermuda, on August 8, 2023, October 5, 2023 and November 10, 2023. On December 15, 2023, the Bermuda House of Assembly passed the Corporate Income Tax Act, 2023 (the “CIT Act”), which was also passed by the Senate on December 18, 2023 and will become fully operative with respect to the imposition of corporate income tax on January 1, 2025.

Under the CIT Act, Bermuda corporate income tax will be chargeable in respect of fiscal years beginning on or after January 1, 2025 and will apply only to Bermuda entities that are part of multinational enterprise groups with EUR 750 million or more in annual revenues in at least two of the four fiscal years immediately preceding the fiscal year in question (“Bermuda Constituent Entity Group”). Where corporate income tax is chargeable to a Bermuda Constituent Entity Group, the amount of corporate income tax chargeable for a fiscal year shall be (1) 15% of the net taxable income of the Bermuda Constituent Entity Group less (2) tax credits applicable to the Bermuda Constituent Entity Group under Part 4 of the CIT Act, or as prescribed. The CIT Act introduces certain “qualified refundable tax credits” which are expected to be developed to incentivize companies to support Bermuda residents through investments in key areas such as education, healthcare, housing and other initiatives to support workforce development. Bermuda will continue to monitor developments globally as other jurisdictions implement the OECD’s Global Minimum Tax standards.

The imposition of a Bermuda corporate income tax could, if applicable to the Company or any Bermuda incorporated subsidiary of the Company, have a material adverse effect on the Company’s financial condition and results of operations.

Pangaea Denmark, a wholly-owned subsidiary of the Company, is subject to a Danish tonnage tax. Pangaea Denmark is not taxed on the basis of their actual income derived from their business but on an alternative income determination based on the net tons carrying capability of their fleet. As the tax is not determined based on taxable income, Pangaea Denmark’s tax expense of approximately $366 and $389 is included within voyage expenses in the accompanying consolidated statements of income as of December 31, 2025 and 2024, respectively.

Shipping income derived from sources outside the United States is generally not subject to United States federal income tax. U.S. sourced income from the international operation of ships that is considered qualified income and earned by a qualified foreign corporation may also be exempt from U.S. federal income taxation. The exemption requires that a number of tests be satisfied, including qualifying income earned subject to an equivalent exemption in a qualified country and that the qualified foreign corporation meets the qualified foreign country, qualified income, stock ownership tests and substantiation requirements. The Company believes that it meets all of the tests necessary to qualify for the exemption under Section 883 of the Internal Revenue Code. To the extent the Company is unable to qualify for this exemption, the Company would be subject to U.S. federal income taxation of 4% of its U.S. shipping income on a gross basis without deductions. If certain other conditions are present, as defined in the Code, U.S. source shipping income, net of applicable deductions, may be subject to federal income tax of up to 21% and a 30% branch profits tax. The Company believes that none of its U.S. source shipping income is effectively connected with the conduct of a U.S. trade or business.

The earnings from the Company’s international shipping operations are generally not subject to U.S. or foreign income taxation. However, income derived from domestic operations and certain non-shipping activities conducted in the United States is subject to U.S. federal and applicable state income taxes. As a result of the U.S.-based terminal acquisitions completed in June 2023 and the subsequent expansion of terminal operations in 2025, a portion of the Company’s income generated by its fully consolidated subsidiaries is subject to U.S. taxation. Certain subsidiaries also operate in foreign jurisdictions, including Greece through Seamar Management S.A.; however, the Company did not incur material income tax obligations in those jurisdictions for the periods presented.

For the years ended December 31, 2025 and 2024, the Company recorded income tax expense of approximately $0.5 million and $0.3 million, respectively, primarily related to its U.S. terminal operations. These amounts were included in other income in the Consolidated Statements of Income.

Where required, the Company complies with income tax filings in its various jurisdictions of operations. As of December 31, 2025 and 2024, the Company is not subject to U.S. federal or foreign examinations by tax authorities for years before 2020.

Restricted Common Share Awards

Compensation cost of restricted share awards is measured using the grant date fair value of the Company's common shares, as quoted on the Nasdaq Capital Market, multiplied by the total number of shares granted with no forfeiture rate applied. Compensation cost is amortized according to the vesting period indicated in the grant agreement. Total compensation cost recognized during the years ended December 31, 2025 and 2024 is$4,111 and $2,788, respectively, which is included in general and administrative expenses in the consolidated statements of income.

Dividends

Dividends on common stock are recorded when declared by the Board of Directors. While there are no specific restrictions at the parent company level, certain subsidiaries are subject to restrictions under credit agreements that may limit their ability to declare and distribute dividends to the parent company. For more information on common stock dividends, refer to Note 15, "Stock Incentive Plans and Non-controlling interest."

Noncontrolling Interests

Noncontrolling interests represent ownership interests attributable to third parties in certain consolidated subsidiaries and VIEs. The portion of equity not owned by us in such entities is reflected as Noncontrolling interests within the equity section of the Consolidated Balance Sheets and, in the case of Redeemable noncontrolling interests, within the long-term liabilities section of the Consolidated Balance Sheets.

Equity Method Investments

The Company accounts for its investments in entities over which it exercises significant influence under the equity method of accounting. The Company recognizes its share of the investee’s earnings or losses in the consolidated statements of income. Distributions received from equity method investees are evaluated using the nature of distribution approach. Under this approach, distributions received are classified as cash flows from operating activities to the extent they represent returns on investment and as cash flows from investing activities to the extent they represent returns of investment.

Earnings per Common Share

Basic earnings per share ("EPS") is computed by dividing income available to common stockholders by the weighted-average number of common shares outstanding during the period.

Diluted EPS is computed using the treasury stock method. Under this method, the amount of unrecognized compensation cost related to future services by employees who were awarded restricted shares is assumed to be used to repurchase common stock at the average market price during the period. The incremental shares (nonvested less repurchased) are considered to be outstanding for diluted EPS. The Company does not have any anti-Dilutive Securities.

Foreign Exchange

The Company conducts all of its business in U.S. dollars; the functional currency of the Company is the US dollar. Accordingly, transactions denominated in currencies other than the functional currency are measured and recorded in the functional currency at the exchange rate in effect on the date of the transactions. There are no foreign exchange transaction gains or losses reflected in the consolidated statements of income.

Derivatives and Hedging Activities

The Company accounts for derivatives in accordance with the provisions of ASC 815, Derivatives and Hedging. The Company uses interest rate swaps to reduce market risks associated with its operations, principally changes in variable interest rates on its bank debt. Additionally, the Company uses forward freight agreements to protect against changes in charter rates and bunker (fuel) swaps to protect against changes in fuel prices. The Company’s interest rate swaps, forward freight agreements (FFAs) and bunker swaps have not qualified for hedge accounting treatment. As such, unrealized gains or losses are recognized as a component of Other expense in the Consolidated Statements of Income. Derivative instruments are measured at fair value and are recorded as assets or liabilities.

The Company is exposed to credit loss in the event of nonperformance by the counterparty to the interest rate swaps, forward freight agreements and bunker hedges.

Segment Reporting

Operating segments are components of a business that engage in revenue-generating activities and incur expenses for which discrete financial information is available and whose operating results are regularly reviewed by the Chief Operating Decision Maker (“CODM”) to allocate resources and assess performance. The Company’s Chief Executive Officer serves as the CODM. Segment information is prepared on the same basis that the CODM uses to manage the Company’s operations, evaluate financial performance, and make key operating decisions.

In accordance with ASC 280, the Company identified the following operating segments: one shipping operating segment and six terminal and stevedoring operating segments. The Company shipping segment is inclusive of ship owning and commercial management companies. The Company evaluated whether aggregation of identified operating segments was appropriate based on the nature of services provided, the type of customers served, methods of service delivery, and economic characteristics. Based on criteria, the Companies operating segments do not qualify for aggregations.

Based on the reportable segment criteria in ASC 280, the Company determined the shipping operating segment is reportable. All other operating segments do not meet the quantitative thresholds for determining reportable segments. We have one reportable operating segment: the shipping segment.

The Company believes this approach aligns with the objective and principles of segment reporting under ASC 280, ensuring that the reportable segment structure reflects how the business is managed and how financial performance is assessed.

The Company will continue to monitor its operating segments and the criteria for aggregation to ensure compliance with ASC 280 and the appropriateness of its segment reporting.

Fair Value of Financial Instruments

The Company measures the fair value of financial instruments in accordance with ASC 820, Fair Value Measurement, which establishes a hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to observable inputs and the lowest priority to unobservable inputs and is defined as follows:

Level 1 – Quoted prices in active markets for identical assets or liabilities.

Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

Level 3 – Unobservable inputs reflecting the Company’s own assumptions about the assumptions market participants would use in pricing the asset or liability.

The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable and short-term debt approximate fair value due to the short-term maturities of these instruments. The carrying amount of the Company’s floating rate long-term debt approximates fair value due to the variable interest rates associated with these related credit facilities.

The fair value of the Company’s fixed-rate long-term debt is estimated using Level 2 inputs, based on market interest rates for similar instruments with comparable terms and credit characteristics.

At December 31, 2025 and 2024, the Company hadeleven andeight fixed rate debt facilities, respectively, outstanding. The aggregate carrying amounts and estimated fair values of the Company’s fixed-rate long-term debt, financing obligations and finance leases are presented below:

Leases

Under time charter agreements, charterers have the right to control the use of the vessel and direct how and for what purpose the vessel is used during the charter period. Accordingly, the Company has determined that time charter agreements contain a lease component and accounts for these arrangements in accordance with ASC 842, Leases. During the charter period, the Company remains responsible for operating and maintaining the vessels, and these costs are recorded as vessel operating expenses in the Consolidated Statements of Income. The Company has elected the practical expedient under ASC 842 to combine lease and non-lease components for these arrangements, as the timing and pattern of transfer for the lease and related services are the same and the lease component would be classified as an operating lease if accounted for separately.

At December 31, 2025, the Company hadseven vessels chartered to customers under time charter agreements that contain leases. These leases had original terms ranging from 25 days to 182 days. Lease payments expected to be received under these arrangements totaled approximately$4,717 as of December 31, 2025. All lease payments are expected to be received within one year, as each of the time charters is scheduled to be completed withinone hundred twelve days or less. The Company does not have any options to extend or terminate these leases.

At December 31, 2024, the Company hadsix vessels chartered to customers under time charter agreements that contain leases. These leases had original terms ranging from 35 days to 165 days. Lease payments expected to be received under these arrangements totaled approximately $2,389 as of December 31, 2024. All lease payments were expected to be received within one year, as each of the time charters was scheduled to be completed withinone hundred four days or less.

Lessee Arrangements

The Company does not have any sales-type or direct financing leases.

The Company does not have any long-term vessel operating leases as a lessee and has elected the practical expedient related to leases with terms of 12 months or less. The Company's finance lease right-of-use assets and finance lease liabilities were previously presented as “assets under finance lease” and “obligations under finance leases” in prior period financial statements, with no other changes resulting from adoption of the standard.

In addition, the Company maintains five non-cancelable office leases and non-cancelable office equipment leases. The related right-of-use assets and lease liabilities are not material to the consolidated financial statements. Lease costs associated with these arrangements consist primarily of operating lease costs and are recognized within general and administrative expenses in the Consolidated Statements of Income.

Recent Accounting Standards

The Company considers the applicability and impact of all accounting standard updates (“ASU”) issued by the Financial Accounting Standards Board (the “FASB”). ASUs not listed were assessed by the Company and either determined to be not applicable or expected to have minimal impact on its consolidated financial statements.

Recently Issued Accounting Standards Not Yet Adopted

In November 2024, the FASB released ASU 2024-03, which focuses on Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This update requires the disclosure of additional information regarding specific expense categories in the financial statement notes. It becomes effective for annual periods starting after December 15, 2026, and for interim periods starting after December 15, 2027, with early adoption permitted. The update can be applied either prospectively to financial statements issued for reporting periods after the effective date or retrospectively to any or all prior periods presented in the financial statements. The Company is currently assessing the impact of ASU 2024-03 on its disclosures in the consolidated financial statements.

In May 2025, the FASB issued ASU 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity. This update provides guidance on identifying the accounting acquirer when a variable interest entity (“VIE”) that meets the definition of a business is acquired primarily through the exchange of equity interests. The amendments are intended to improve consistency in determining the accounting acquirer in transactions involving VIEs that qualify as businesses.

The standard becomes effective for annual periods beginning after December 15, 2026, and for interim periods within those fiscal years. Early adoption is permitted. The guidance is applied prospectively to applicable transactions occurring after the adoption date.

Because the amendments apply to specific transaction structures involving the acquisition of a VIE that meets the definition of a business, the Company expects the impact of this guidance to depend on the nature and structure of future acquisition transactions. The Company is currently evaluating the potential impact of ASU 2025-03 on its consolidated financial statements and related disclosures.

In May 2025, the FASB also issued ASU 2025-04, Compensation—Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606): Scope Application of Share-Based Payment Arrangements with Customers. This update clarifies the accounting for share-based payments made to customers, including guidance on performance conditions and forfeitures. The standard becomes effective for annual periods beginning after December 15, 2026, and for interim periods within those fiscal years, with early adoption permitted. The Company is currently assessing the impact of ASU 2025-04 on its consolidated financial statements.

In July 2025, the FASB issued ASU 2025-05, Measurement of Credit Losses for Accounts Receivable and Contract Assets (Topic 326). The amendments provide a practical expedient and an accounting policy election for estimating expected credit losses on current accounts receivable and contract assets arising under ASC 606. The standard is effective for annual periods beginning after December 15, 2025, including interim periods within those annual periods, with early adoption permitted. The amendments are to be applied prospectively. The Company is currently evaluating the adoption of this standard and does not expect the adoption of ASU 2025-05 to have a material impact on its consolidated financial statements or related disclosures.

NOTE 4 -CASH AND CASH EQUIVALENTS

Cash and cash equivalents include short-term deposits with an original maturity of less than three months. Restricted cash primarily represents cash pledged as collateral under certain financing arrangements and amounts held in margin accounts related to derivative instruments and therefore is not available for general corporate purposes.

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets to the total of the same amounts shown in the consolidated statement of cash flows:

(1) It consists of cash deposits at various major banks.

(2) Amounts included in restricted cash represent cash pledged as collateral under certain insurance policies and are therefore not available for general corporate purposes.

As of December 31, 2025 and December 31, 2024, we held cash and cash equivalents in the following subsidiaries:

(1) Held by 100% owned Pangaea consolidated subsidiaries

(2) Held by a 67% owned Pangaea consolidated subsidiary

(3) Held by a 50% owned Pangaea consolidated subsidiary

NOTE 5 -VARIABLE INTEREST ENTITIES

The Company’s involvement with variable interest entities (“VIEs”) primarily relates to vessel-owning entities and joint ventures established to own and operate vessels or related logistics assets. These entities are generally structured with limited equity at risk and are financed primarily through secured debt arrangements, which may cause them to qualify as VIEs under Accounting Standards Codification (“ASC”) 810, Consolidation.

In determining whether the Company is the primary beneficiary of a VIE, management evaluates whether the Company has both (i) the power to direct the activities that most significantly affect the VIE’s economic performance and (ii) the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. Activities that most significantly affect the economic performance of these entities typically include commercial management, technical management, chartering decisions, financing arrangements, and vessel operating decisions. These determinations require judgment and consideration of the contractual arrangements governing each entity.

The Company determined that it is the primary beneficiary of these VIEs and therefore consolidates them in its consolidated financial statements.

The assets of consolidated VIEs can generally only be used to settle obligations of those respective entities and are not available to satisfy the obligations of the Company or other consolidated subsidiaries. Similarly, creditors of consolidated VIEs generally have no recourse to the general credit of the Company.

The Company’s exposure to loss in these entities is generally limited to its equity investment, any outstanding receivables, and commitments to provide financial or operational support, if applicable. The Company believes that its involvement with these VIEs does not expose it to losses in excess of the amounts recorded in the consolidated financial statements.

As of December 31, 2025 and 2024, the Company did not have any material variable interests in VIEs that were not consolidated.

As of December 31, 2025, the Company has identified the following variable interest entities (VIEs): Bulk Pride, Bulk PODS, Bulk Spirit, Bulk Independence, Bulk Friendship, Bulk Courageous, Bulk Valor, Bulk Promise, Phoenix Bulk 25, Bulk Sachuest, Bulk Prudence, Bulk Brenton, Bulk Patience, NBV, Long Wharf, NBHC, BVH, NBP, FVL, VBC, VNLN, Pangaea Logistics Solutions (US) LLC, Renaissance Holdings LLC, Strategic Alliance, Strategic Equity, Strategic Explorer, Strategic Fortitude, Strategic Harmony, Strategic Synergy, Strategic Tenacity, Strategic Unity, Strategic Venture, Strategic Resolve, Strategic Vision, Strategic Entity, Strategic Spirit, and Strategic Savannah.

Similarly, as of December 31, 2024, the identified VIEs are Bulk Freedom, Bulk Pride, Bulk PODS, Bulk Spirit, Bulk Independence, Bulk Friendship, Bulk Courageous, Bulk Valor, Bulk Promise, Phoenix Bulk 25, Bulk Sachuest, Bulk Prudence, Bulk Brenton, Bulk Patience, NBV, Long Wharf, NBHC, BVH, NBP, FVL, VBC, VNLN, Pangaea Logistics Solutions (US) LLC, Renaissance Holdings LLC, Strategic Alliance, Strategic Equity, Strategic Explorer, Strategic Fortitude, Strategic Harmony, Strategic Synergy, Strategic Tenacity, Strategic Unity, Strategic Venture, Strategic Endeavor, Strategic Resolve, Strategic Vision, Strategic Entity, Strategic Spirit, and Strategic Savannah.

After eliminating any intercompany transactions and balances, the aggregate carrying values of the VIEs’ assets and liabilities in the consolidated balance sheets were as follows:

(1)Includes all wholly-owned subsidiaries, refer to Note 2 "Nature of Organization" for additional information.

(2)Non-controlling interest is held by third parties.

NOTE 6 -FIXED ASSETS

At December 31, fixed assets consisted of the following:

At December 31, vessels under finance leases consisted of the following:

The net carrying value of the Company’s fleet consists of the following:

(1)Vessels are owned by NBHC, a consolidated joint venture in which the Company has a two-third ownership interest at December 31, 2025 and December 31, 2024.

(2)Vessels are owned by NBP, a consolidated joint venture in which the Company had a 50% ownership interest prior to November 6, 2024, at which time the Company acquired the remaining 50% interest in NBP from a non-affiliate, resulting in full ownership of NBP's fleet offour Post Panamax Ice Class 1A dry bulk vessels at December 31, 2024.

(3)Barge is owned by a 50% owned consolidated subsidiary.

The Company capitalized drydocking costs totaling $17.4 million and $6.2 million in the twelve months ended December 31, 2025 and 2024, respectively. The amortization period of the capitalized dry docking costs is within the remaining useful life of these vessels and is amortized over the estimated period to next drydocking. These costs are recorded in Fixed assets, net or Finance lease right of use assets, net in the Consolidated Balance Sheets.

NOTE 7 -MARGIN ACCOUNTS, DERIVATIVES AND FAIR VALUE MEASURES

Margin Accounts

During December 31, 2025 and 2024, the Company was party to forward freight agreements and fuel swap contracts in order to mitigate the risk associated with volatile freight rates and fuel prices. Under the terms of these contracts, the Company is required to deposit funds in margin accounts if the market value of the hedged item declines. The funds are required to remain in margin accounts as collateral until the market value of the items being hedged return to preset limits. The margin accounts are included in advance hire, prepaid expenses and other current assets in the consolidated balance sheets at December 31, 2025 and 2024.

Forward Freight Agreements

The Company assesses risk associated with fluctuating future freight rates and, when appropriate, hedges identified economic risk with appropriate derivative instruments, specifically FFAs. These economic hedges do not usually qualify for hedge accounting under ASC 815 and as such, the usage of such derivatives can lead to fluctuations in the Company’s reported results from operations on a period-to-period basis.

Fuel Derivatives

The Company continuously monitors the market volatility associated with fuel prices and seeks to reduce the risk of such volatility through a fuel hedging program. The Company enters into fuel derivatives that are not designated for hedge accounting under ASC 815 and, as such, the usage of such derivatives can lead to fluctuations in the Company’s reported results from operations on a period-to-period basis.

Interest rate cap

The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish these objectives, the Company primarily uses interest rate swaps and interest rate caps as part of its interest rate risk management strategy. Interest rate caps designated as cash flow hedges involve the receipt of variable amounts from a counterparty if interest rates rise above the strike rate on the contract. In January 2020, the Company entered into four interest rate cap contracts with total notional amount of $101.0 million as of December 31, 2025 at a cost of $628 to mitigate the risk associated with increases in interest rates on our sale and lease back financing arrangements of thefour new-building vessels. In the event that the three-month SOFR rate rises above the applicable strike rate of 3.51%, the Company would receive quarterly payments related to the spread difference. These interest rate cap agreements do not qualify for hedge accounting treatment.

The estimated fair values of the Company’s forward freight agreements and fuel swap contracts are based on market prices obtained from an independent third-party valuation specialist based on published indices. Such quotes represent the estimated amounts the Company would receive or pay to terminate the contracts. The interest rate caps contracts are valued using analysis obtained from independent third party valuation specialists based on market observable inputs, representing Level 2 assets.

The following table summarizes assets and liabilities measured at fair value on a recurring basis at December 31, 2025 and December 31, 2024:

(1) The fair value measurements were all categorized within Level 1 of the fair value hierarchy.

(2) These fair value measurements were all categorized within Level 2 of the fair value hierarchy.

The three levels of the fair value hierarchy established by ASC 820, Fair Value Measurements and Disclosures, in order of priority are as follows:

Level 1 – Quoted prices in active markets for identical assets or liabilities. Our Level 1 fair value measurements include cash, money-market accounts and time deposit accounts.

Level 2 – Quoted prices for similar assets and liabilities in active markets or inputs that are observable.

Level 3 – Inputs that are unobservable (for example cash flow modeling inputs based on assumptions).

Fair Value Measurements on a Recurring Basis as of December 31, 2025 and 2024:

The following table presents the effect of our derivative financial instruments on the consolidated statements of operations for the twelve months ended December 31, 2025 and 2024:

The estimated fair values of the Company’s forward freight agreements and fuel derivatives are based on market prices obtained from an independent third-party valuation specialist. Such quotes represent the estimated amounts the Company would receive to terminate the contracts.

NOTE 8 -RELATED PARTY TRANSACTIONS

Amounts and notes payable to related parties consist of the following:

i. Seamar Management S.A. ("Seamar"): In the second quarter of 2025 the Company consolidated Seamar Management. Accordingly, the intercompany payable balance was eliminated upon consolidation.

ii. A member of the Board of Directors has partial ownership in MTM Ship Management.

On December 30, 2024, the Company completed its merger with Renaissance Holdings LLC, a wholly owned subsidiary of Strategic Shipping Inc. (“SSI”). In connection with the merger, the Company entered into a Technical Management Agreement with MTM Ship Management (“MTM”), designating MTM as the technical manager for certain vessels within the Company’s fleet.

Under this agreement, MTM provides technical management services including vessel maintenance, crew management, procurement and regulatory compliance.

For the year ended December 31, 2025 and for the period from December 30, 2024 through December 31, 2024, the Company incurred technical management fees of approximately $2,183 and $12, respectively, under this arrangement, which are included in Vessel Operating Expenses in the Consolidated Statements of Operations.

NOTE 9 -SECURED LONG-TERM DEBT AND FINANCING OBLIGATIONS

As of December 31, 2025, the Company’s outstanding long-term debt consists of the following:

(1)As of December 31, 2025.

(3)The borrowers under this facility are owned by NBHC. The Company has two-third's ownership interest and STST has one-third ownership interest in NBHC. NBHC is consolidated in accordance with ASC 810-10 and as such, amounts pertaining to the non-controlling ownership held by the third parties in the financial position of NBHC are reported as non-controlling interest in the accompanying balance sheets.

(4)This facility is secured by the vessels m/v Bulk Endurance, m/v Bulk Brenton, and Bulk Patience, and is guaranteed by the Company.

All the loan terms and key financial covenants for all outstanding debt as of December 31, 2024, remain unchanged as of December 31, 2025. The Company was in compliance with all financial covenants as of December 31, 2025 and 2024. All outstanding loans are secured by the respective underlying assets.

Long-Term Debt Activity in 2025

During the year ended December 31, 2025, the Company entered into the following new long-term debt arrangements. Borrowings outstanding as of December 31, 2025 that were entered into prior to January 1, 2025, including their terms, covenants and repayment schedules, are described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

$0.7 million Installment Sale Contract

On October 31, 2025, Pangaea Texas LLC, a wholly-owned subsidiary of the Company, entered into a $0.7 million installment sale contract with HOLT Texas, Ltd. in connection with the purchase oftwo 2025 Caterpillar 938-14 wheel loaders. The total amount financed under the contract was $705, inclusive of taxes and fees.

The contract bears interest at a fixed annual rate of 1.74% and is payable in 48 equal monthly installments, with a final maturity date of November 10, 2029. Aggregate annual principal and interest payments are approximately $183 in 2026, 2027 and 2028, and $167 in 2029. Total interest payable over the term of the contract is approximately $25.

The obligations are guaranteed by the Company and certain affiliates, secured by the financed equipment, and subject to customary events of default and acceleration provisions. The borrower may prepay in full, subject to an administrative fee.

As of December 31, 2025, the Company is in compliance with all the financial covenants.

Debt Repayments in 2025

Loans that matured and were fully repaid during the year are reflected in the maturity date of the table above.

The future minimum annual payments under the debt agreements are as follows:

Financing Obligations Recognized in Failed Sale Leaseback Transactions

The following vessels were acquired through failed sale-leaseback transactions and are accounted for as financing obligations. These transactions do not qualify as leases under ASC 842 because the Company retains control of the vessels and is contractually obligated to repurchase them.

As of December 31, 2025, the Company’s financing obligation consists of the following:

(1)The interest rates presented above represent the effective interest rates applicable to each financing obligation as of December 31, 2025, including the effect of interest rate caps or similar derivative instruments, where applicable.

(3)The Company entered into an interest rate cap effective from second quarter 2026 through fourth quarter 2026, which caps the SOFR at 3.51%.

(4)On October 3, 2024, Pangaea Logistics Solutions Ltd. entered into a definitive agreement to purchase the remaining 50% equity of Nordic Bulk Partners LLC from HS Nordic LLC for $19.18 million in cash. The transaction was finalized on November 6, 2024, giving Pangaea full ownership of Nordic Bulk Partners. This acquisition grants Pangaea 100% control over Nordic Bulk Partners, which previously held interests in the financing obligations for these vessels.

(5)On April 22, 2024, the Company entered into a 10-year ground lease agreement with the Tampa Port Authority. The related obligation was recorded in other current liabilities as of December 31, 2024 and was reclassified to financing lease obligations as of December 31, 2025.

All the obligation terms and financial covenants for all outstanding financing obligations as of December 31, 2024, remain unchanged as of December 31, 2025. The Company was in compliance with all financial covenants as of December 31, 2025 and 2024. All outstanding financing obligations are secured by the respective underlying assets.

Interest Rates

The Company’s financing obligations bear interest at either fixed or variable rates. Variable-rate borrowings are generally based on SOFR plus an applicable margin, while certain facilities bear interest at fixed rates.

As of December 31, 2025, the Company’s financing obligations bore interest at rates ranging from approximately 2.31% to 7.89%, excluding commitment fees and other financing costs. The weighted average effective interest rate on the Company’s outstanding financing obligations was approximately 6.11% as of December 31, 2025.

New Financing Obligations in 2025

During the year ended December 31, 2025, the Company entered into the following new financing obligations. Financing obligations recognized prior to January 1, 2025 that remain outstanding as of December 31, 2025 are included in the table above.

Strategic Spirit Bareboat Charter Party dated June 2025

In June 2025, the Company entered into a memorandum of agreement and a related seven-year bareboat charter arrangement in connection with the acquisition of the Strategic Spirit for $10.0 million.

Under the charter, the Company pays fixed hire of $0.095 million per month, plus interest on the declining balance at one-month CME Term SOFR plus 1.95%, subject to a zero floor. A $1.0 million deposit was paid and will be applied against the purchase price upon exercise of the purchase option.

Under ASC 606, the transaction did not qualify as a sale as control of the vessel was not transferred. Accordingly, the arrangement is accounted for as a financing obligation under ASC 842. The Company may purchase the vessel after the second year of the charter period at a declining purchase price ranging from $7.7 million at the end of year two to $2.0 million at the end of year seven.

Strategic Vision Bareboat Charter Party dated September 2025

In September 2025, the Company entered into a memorandum of agreement and a related five-year bareboat charter arrangement in connection with the acquisition of the Strategic Vision for $10.0 million.

Under the charter, the Company pays fixed hire of $0.27 million per quarter, plus interest at 1.95% per annum over three-month compounded SOFR, subject to a zero floor. A $1.0 million deposit was paid and is applied against the purchase price upon exercise of the purchase option.

Under ASC 606, the transaction did not qualify as a sale as control of the vessel was not transferred. Accordingly, the arrangement is accounted for as a financing obligation under ASC 842. The Company may purchase the vessel after the second year of the charter period at a price equal to the outstanding balance under the agreed repayment schedule.

All contracts previously classified as leases are accounted for as financing obligations under ASC 842 due to the inclusion of fixed-price purchase commitments at the end of the contract terms. Since these contracts do not qualify for lease accounting treatment, they are recognized as financing arrangements from the inception of the agreements. The financing obligations are secured by the assignment of earnings and insurances related to the underlying assets, as well as a Company guarantee. Interest expense associated with these financing obligations is recognized using the effective interest method over the term of the contract.

Future Minimum Payments under Financing Obligations:

NOTE 10 -FINANCE LEASES

At December 31, 2025, the Company's fleet includestwo vessels (Bulk Xaymaca, Bulk Destiny) financed under sale and leaseback financing arrangements accounted for as finance leases in accordance with ASC 840.

Finance lease consists of the following as of December 31, 2025:

(1)As of December 31, 2025.

(3)On January 13, 2026, the Company exercised its purchase option under the Bulk PODS financing arrangement. The transaction is expected to close on March 16, 2026 for approximately $1.3 million, andno gain or loss was recognized.

No amendments or modifications to the outstanding finance leases listed in the table above occurred during the year 2025. All outstanding finance leases are secured by the respective underlying assets.

Future minimum lease payments under finance leases with initial or remaining terms in excess of one year at December 31, 2025 were:

NOTE 11 -OTHER LONG-TERM LIABILITIES

In September 2019, the Company entered into an LLC agreement for the formation of NBP, that, at inception is owned 75% by the Company and 25% by an independent third party. NBP was established for the purpose of constructing and owning zero new-build ice class post Panamax vessels. The third party has committed to contribute additional funding during the construction phase, which increased their ownership of NBP to 50% at the time of delivery of the new-build ice class post Panamax vessels. The agreement contains both put and call option provisions. Accordingly, the Company may be obligated, pursuant to the put option, or entitled to, pursuant to the call option, to purchase the third party's interest in NBP beginning anytime after September 2026. The put option and call option are at fixed prices which are not significantly different from each other, starting at $4.0 million per vessel on the fourth anniversary from completion and delivery of each vessel and declining to $3.7 million per vessel on or after the seventh anniversary from completion and delivery of each vessel. If neither put nor call option is exercised, the Company is obligated to purchase the vessels from NBP at a fixed price. Pursuant to ASC 480, Distinguishing Liabilities from Equity, the Company has recorded the third party's interest in NBP as a Long term liabilities - Other. The Company took delivery of Nordic Nuluujaak, Nordic Qinngua, Nordic Sanngijuq and Nordic Siku during the second quarter through fourth quarters of 2021, the independent third party made additional contribution of $9.2 million which increased their ownership interest in NBP to 50% at December 31, 2021. As of December 31, 2023, the independent third party retains a 50% ownership interest in NBP. Earnings attributable to the third party’s interest in NBP are recorded in Interest expense, non-controlling interest.

On October 3, 2024, Pangaea Logistics Solutions Ltd. entered into a definitive agreement to purchase the remaining 50% equity of Nordic Bulk Partners LLC from HS Nordic LLC for $19.2 million in cash. The transaction was finalized on November 6, 2024, giving Pangaea full ownership of Nordic Bulk Partners. This acquisition grants Pangaea 100% control over Nordic Bulk Partners, which previously held interests in the financing obligations for Nordic Nuluujaak, Nordic Qinngua, Nordic Sanngijuq and Nordic Siku. Following the acquisition, the Company recognized a $2.0 million early debt extinguishment charge, recorded under interest expense in the consolidated income statement for the year ended December 31, 2024. As of December 31, 2024, and 2025, no related debt balances remained outstanding.

NOTE 12 -COMMITMENTS AND CONTINGENCIES

Long-term Contracts Accounted for as Operating Leases

The Company has operating leases for office facilities in various locations. These leases generally have remaining terms ranging from 9 months to 60 months, some of which include options to extend or terminate. The Company’s lease agreements do not contain material residual value guarantees or restrictive covenants. The weighted-average remaining lease term:3.07 years.

The following table summarizes the Company’s office lease commitments as of December 31, 2025.

For the twelve months ended December 31, 2025 and 2024, the Company recognized approximately$443 and$198, respectively, as lease expense for office leases in General and Administrative Expenses.

The following table summarizes the Company’s future minimum lease payments for office leases as of December 31, 2025.

Legal Proceedings and Claims

The Company is subject to certain asserted claims arising in the ordinary course of business. The Company intends to vigorously assert its rights and defend itself in any litigation that may arise from such claims. While the ultimate outcome of these matters could affect the results of operations of any one year, and while there can be no assurance with respect thereto, management believes that after final disposition, any financial impact to the Company would not be material to its consolidated financial position, results of operations, or cash flows.

NOTE 13 -STOCKHOLDERS' EQUITY

Share Repurchase Program

On May 8, 2025, the Company’s Board of Directors authorized a share repurchase program for up to $15.0 million of the Company’s common stock, representing approximately 5.6% of its market capitalization as of that date. Repurchases may be made from time to time in open market transactions or privately negotiated purchases, depending on market conditions, capital needs, and other strategic considerations. The program may be modified, suspended, or terminated at any time.

During the fiscal year 2025, the Company repurchased and retired 603,631 shares of its common stock at an average price of $4.94 per share, for an aggregate cost of approximately $3.0 million. The shares were acquired in open market transactions and retired immediately upon settlement. The repurchase was funded with available cash on hand.

The repurchase and retirement of shares resulted in a reduction to the Common Stock and Additional Paid-in Capital (APIC) accounts, with the excess purchase price over par value allocated to APIC. The impact of the repurchase is reflected in the accompanying Consolidated Statement of Stockholders’ Equity for the twelve months ended December 31, 2025, and the cash outflow is reported in financing activities in the Consolidated Statement of Cash Flows. As of December 31, 2025, approximately $12.0 million remained available under the repurchase program.

Dividends Paid

Total cash dividends paid were approximately $16.3 million and $18.7 million for the year ended December 31, 2025 and 2024.

Changes in Outstanding Shares

The following table summarizes changes in the number of shares of common stock outstanding for the year ended December 31, 2025:

NOTE 14 -NET INCOME PER COMMON SHARE

The computation of basic net income per share is based on the weighted average number of common stock outstanding for the year ended December 31, 2025 and 2024. Diluted net income per share gives effect to restricted stock awards.

The following table summarizes the calculation of basic and diluted income per share:

There are no other shares which could be potentially dilutive.

NOTE 15 -STOCK INCENTIVE PLANS AND NON-CONTROLLING INTEREST

Common stock

The Company has 100,000,000 shares of common stock ($0.0001 par value) authorized, of which 64,973,988 were issued as of December 31, 2025.

2024 Share Incentive Plan

On May 7, 2024, the Board of Directors adopted an amendment and restatement of the Pangaea Logistics Solutions Ltd. 2024 Share Incentive Plan (the “Amended Plan”), which was approved by the Company’s shareholders on August 8, 2024. The Amended Plan increased the aggregate number of common shares available for issuance under the plan to 8,200,000 authorized shares. As of December 31, 2025,2,310,345 common shares remained available for future grants under the 2024 Share Incentive Plan.

As of December 31, 2025, a total of 5,889,655 shares had been granted under the Amended Plan, net of forfeitures. Awards granted to employees generally vest one-third on each of the first, second and third anniversaries of the vesting commencement date, subject to continued service. Awards granted to members of the Board of Directors vest immediately on the grant date. The Company recognizes compensation expense over the applicable vesting periods and accounts for forfeitures as they occur.

Total non-cash compensation cost recognized during the years ended December 31, 2025 and 2024 is $4,111 and $2,788, respectively, which is included in general and administrative expenses in the consolidated statements of operations.

A summary of activity related to outstanding restricted securities for fiscal years 2025 and 2024 is presented in the table below:

Dividends Payable

Dividends payable consist of the following:

(1) Accrued dividends on unvested restricted shares under the Company's incentive compensation plan.

While there are no specific restrictions at the parent company level, certain subsidiaries are subject to restrictions under credit agreements that may limit their ability to declare and distribute dividends to the parent company. These restrictions do not prevent the parent company from declaring and paying dividends on its common stock.

Dividend Policy

During the years ended December 31, 2025 and 2024, the Company declared quarterly cash dividends ranging from $0.05 to $0.10 per common share.

Although the Company intends to continue paying quarterly dividends, including a quarterly dividend of $0.05 per common share in 2026, the declaration, timing and amount of future dividends remain subject to the discretion of the Board of Directors and will depend on the Company’s results of operations, capital requirements, financial condition, contractual restrictions and other factors the Board may deem relevant.

Noncontrolling Interests

Amounts pertaining to the non-controlling ownership interest held by third parties in the financial position and operating results of the Company’s subsidiaries and/or consolidated VIEs are reported as non-controlling interest in the accompanying consolidated balance sheets. The non-controlling ownership interest attributable to NBHC and its wholly-owned ship-owning subsidiaries amounts to approximately $44,423 and $45,608 as of December 31, 2025 and 2024, respectively.

Non-controlling interest attributable to VLNL was approximately $980 and $1,235 at December 31, 2025 and 2024, respectively.

Equity in Earnings and Dividends from Unconsolidated Subsidiaries:

For the year ended December 31, 2025, and 2024, the Company recognized $2,952 and $1,428, respectively, as equity in earnings from its 50% or less owned investees accounted for using the equity method.

Additionally, the Company received $4,135 and $1,910 in dividends from these investees for the years ended December 31, 2025 and 2024, respectively, disclosed under the other income line item in the consolidated income statement.

NOTE 16 -ACQUISITIONS

2024 Acquisition

Merger Agreement with Strategic Shipping Inc.

On December 30, 2024, Pangaea Logistics Solutions Ltd. (the “Company”) completed the acquisition offifteen handy-size dry bulk vessels (the “Renaissance Vessels”) from Strategic Shipping Inc. (“SSI”) pursuant to a merger agreement. Following a pre-closing reorganization by SSI, the acquired entity owned or chartered-in the Renaissance Vessels, and became a wholly-owned subsidiary of the Company upon closing.

In connection with the transaction, the Company:

•Issued 18,059,342 shares of its common stock to SSI, representing approximately 27.6% of the Company’s outstanding common stock immediately following the transaction,

•Assumed approximately $100.0 million of existing loan and lease liabilities related to the vessels, and

•Paid a net cash closing adjustment of approximately $9.2 million.

Total consideration transferred was approximately $202.9 million, consisting of:

The fair value of the common stock issued was determined based on the Company’s closing stock price on the acquisition date.

Accounting Treatment

The transaction was evaluated under ASC 805, Business Combinations. The Company concluded that substantially all of the fair value of the acquired gross assets was concentrated in a group of similar identifiable assets (the vessels and related onboard inventories). Accordingly, the transaction did not meet the definition of a business combination and was accounted for as an asset acquisition under U.S. GAAP.

Under the asset acquisition method, total consideration, including transaction costs, was allocated to the acquired assets and assumed liabilities on a relative fair value basis. No goodwill was recognized.

When estimating the fair value of the vessels, the Company considered replacement cost adjusted for age, condition and remaining useful life. Bunker and lube inventories were valued based on market prices at the acquisition date.

A portion of the closing adjustment related to estimated profits from voyages in progress at the acquisition date. The estimated profit of approximately $2.4 million was excluded from the purchase price allocation and recorded as deferred revenue, to be recognized as revenue upon completion of the related voyages.

Investor Rights

In connection with the transaction, the Company and SSI entered into an Investor and Registration Rights Agreement, pursuant to which SSI received customary resale registration rights and the right to designate up totwo members to the Company’s Board of Directors.

NOTE 17 –SEGMENT REPORTING

The Company operates through multiple operating segments, which are determined based on the manner in which the Chief Operating Decision Maker (“CODM”) evaluates performance and allocates resources. The Company’s operating segments include the shipping segment and six terminal and stevedoring operating segments. The CODM, who is the Company’s Chief Executive Officer, regularly reviews internal management reports containing financial information for each operating segment.

Although the Company manages multiple operating segments, only one segment, the shipping segment, meets the quantitative thresholds for separate disclosure as a reportable segment under ASC 280-10-50-12. As such, the shipping segment is presented as the Company’s sole reportable segment. This segment provides seaborne dry bulk logistics and transportation services globally, primarily through voyage and time charter arrangements. Revenue is generated from the transportation of dry bulk cargoes using vessels that are either owned or chartered by the Company.

The CODM evaluates segment performance and allocates resources primarily based on Time Charter Equivalent (“TCE”) revenues, which are calculated as voyage and charter revenues less voyage expenses. TCE is a non-GAAP performance measure widely used in the shipping industry and is considered by management to be the key indicator of vessel operating performance.

In assessing performance and making resource allocation decisions, the CODM reviews both segment-level results and the Company’s consolidated financial results, which are prepared in accordance with U.S. GAAP.

The following tables present selected financial information for the Company’s reportable segment.

(1) All other revenue includes revenue from our port and terminal operations, as well as other ancillary services.

(2) TCE revenue represents shipping segment total revenue less voyage expenses and is considered the segment measure of profit/loss.

Additionally, other expenses totaled$20,777 and$16,679 for the years ended December 31, 2025, and December 31, 2024, respectively, primarily comprising interest expenses and other non-operating costs.

For the year ended December 31, 2025, the Company reported total consolidated net income of$20,167 and$31,769 for the prior year.

Geographical Disclosure

Revenue from external customers is attributed to geographic areas as follows:

(1) This includes revenue from various regions across Asia, Europe, South America, and other international markets.

Revenue is presented geographically based on the customer's country of domicile.

For the year ended December 31, 2025, no customer accounted for 10% or more of total revenue. For the year ended December 31, 2024, one customers accounted for 10% or more of total revenue. The Company’s vessels regularly move between countries in international waters, over hundreds of trade routes and, as a result, the disclosure of geographic information is impracticable.

Other segment disclosures:

(1) The amounts presented represent the carrying value of the Company’s investments in equity method investees included in the consolidated balance sheets as of December 31, 2025 and 2024.

NOTE 18 -SUBSEQUENT EVENTS

On February 5, 2026, the Company's Board of Directors declared a quarterly cash dividend of $0.05 per common share paid on March 13, 2026, to all shareholders of record as of February 27, 2026.

On February 27, 2026, the Company entered into a memorandum of agreement to sell the M/V Bulk Xaymaca for $9.6 million. The vessel is expected to be delivered in May 2026.

On January 13, 2026, the Company exercised its purchase option under the Bulk PODS financing arrangement. The transaction closed on March 16, 2026 for approximately $1.3 million, andno gain or loss is expected to be recognized upon closing.

• Filed herewith