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Pangaea Logistics Solutions Ltd.

For the period ended Mar 31, 2026. Filed May 11, 2026.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2026 · Filed May 11, 2026

PANL$7.57+2.7%Stored close · as of Nov 6, 2026

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Notes to Consolidated Financial Statements (unaudited)

Note 1 - General Information and Recent Events

The accompanying consolidated financial statements include the accounts of Pangaea Logistics Solutions Ltd. and its consolidated subsidiaries (collectively, the “Company”, “Pangaea” “we” or “our”). The Company is engaged in the ocean transportation of drybulk cargoes worldwide through the ownership, chartering and operation of drybulk vessels. The Company is a holding company incorporated under the laws of Bermuda as an exempted company on April 29, 2014.

As of March 31, 2026, the Company's owned fleet consisted ofthree Panamax, two Ultramax Ice Class 1C, two Ultramax, eight Supramax, four Post-Panamax Ice Class 1A drybulk vessels andfourteen Handysize vessels. In addition, 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 owns port and terminal operations located in Fort Lauderdale, Florida, Baltimore, Maryland, Port Aransas, Texas, Tampa, Florida, and Lake Charles, Louisiana. Additionally, the Company also holds a 50% equity interest in the owner of a deck barge.

Note 2 - Basis of Presentation and Significant Accounting Policies

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with United States ("U.S.") generally accepted accounting principles ("GAAP") for interim financial information and the instructions to Form 10-Q. Accordingly, these interim financial statements do not include all of the information and note disclosures required by U.S. GAAP for complete condensed financial statements. The accompanying financial information reflects all normal recurring adjustments that are, in the opinion of management, necessary for a fair presentation of the interim period results. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2025.

The consolidated financial statements include the accounts of Pangaea Logistics Solutions Ltd. and its subsidiaries. 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 and per share amounts and certain operating metrics, including time charter equivalent (“TCE”) rates, operating expenses per day, and Baltic Dry Index (“BDI”) data.

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the balance sheet date, as well as the reported amounts of revenues and expenses during the reporting period. Significant estimates include revenue recognition for voyages in progress, the allowance for credit losses, the estimated salvage value used in determining vessel depreciation expense, and the evaluation of long-lived assets for impairment. Actual results could differ from those estimates.

Effective January 1, 2026, the Company revised certain depreciation estimates for its vessel assets. The Company increased its estimated vessel scrap value from $300 per light weight ton (“lwt”) to $400 per lwt., based on increases in 15-year average scrap price trends from a third-party data provider and similar changes by certain industry peers. The Company also standardized the estimated useful lives of its dry bulk vessels to 25 years from delivery, which shortened the depreciation period for 27 of its 39 vessels.

The increase in depreciation expense resulting from the shorter estimated useful lives of certain vessels exceeded the reduction in depreciation expense resulting from the higher scrap value. As a result, depreciation expense increased, and net income decreased, by approximately $1.6 million, or $0.03 per basic and diluted share, for the three months ended March 31, 2026. The Company expects depreciation expense to increase by approximately $6.7 million for the year ending December 31, 2026.

Concentration of credit risk

The Company’s accounts receivable balance includes outstanding receivables from one significant customer that comprises 24% of accounts receivable as of March 31, 2026.

Advance hire, prepaid expenses and other current assets

Advance hire, prepaid expenses and other current assets were comprised of the following:

March 31, 2026December 31, 2025
Advance hire$3,081$3,394
Prepaid expenses14,1207,916
Accrued receivables14,65511,184
Cash margin on deposit4,201572
Derivative assets5,942524
Other current assets8,1204,887
$50,120$28,478

Goodwill

We conducted our annual qualitative assessment of goodwill as of June 1, 2025, which indicated that it was more likely than not that the fair value of the Company’s goodwill exceeded its carrying amount, thus no impairment was indicated. As of March 31, 2026, no events or changes in circumstances occurred that would necessitate a further impairment review.

Other non-current assets

Other non-current assets were comprised of the following:

March 31, 2026December 31, 2025
Intangible Assets, net of accumulated amortization of $1,776 and $1,675 as of March 31, 2026 and December 31, 2025, respectively (1)$475$576
Investment in Associated Terminals Pangaea Logistics, LLC2,5642,032
Investment in Narragansett Bulk Carriers (US) Corp520520
Other investments1,4331,433
$4,991$4,561

(1) Intangible assets consist primarily of customer contracts and a non-compete agreement acquired in prior periods, which are being amortized over estimated useful lives ranging from

2 to 5 years. No new intangible assets were recognized during the three months ended March 31, 2026.

The Company recognized earnings from equity method investments during the three months ended March 31, 2026; the Company received $0.5 million from these investees during the period.

Accounts payable, accrued expenses and other current liabilities

Accounts payable, accrued expenses and other current liabilities were comprised of the following:

March 31, 2026December 31, 2025
Accounts payable$20,918$14,328
Accrued expenses23,90813,013
Bunkers suppliers9,3178,232
Charter hire payable12,9887,829
Accrued compensation1,3923,791
Other accrued liabilities4,1617,064
$72,684$54,257

Leases

Time charter in contracts

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 the time charters, the vessel owner is responsible for the vessel operating costs such as crews, maintenance and repairs, insurance, and stores. As allowed by a practical expedient under ASC 842, Leases ("ASC 842"), the Company made an accounting policy election by class of underlying asset for leases with a term of 12 months or less, to forego recognizing a right-of-use asset and lease liability on its balance sheet. For the quarter ending March 31, 2026, the Company did not have any time charter in contracts with terms greater than 12 months, as such charter hire expense presented on the consolidated statements of income are lease expenses for chartered in contracts less than 12 months.

Time charter out contracts

Charter revenue is earned when the Company lets a vessel it owns or operates to a charterer for a specified period of time. Charter revenue is based on the agreed rate per day. The charterer has the power to direct the use and receives substantially all of the economic benefits from the use of the vessel. The Company determined that all time charter contracts are considered operating leases and therefore fall under the scope of ASC 842 because: (i) the vessel is an identifiable asset; (ii) the Company does not have substantive substitution rights; and (iii) the charterer has the right to control the use of the vessel during the term of the contract and derives the economic benefits from such use.

At March 31, 2026, the Company hadsix vessels chartered to customers under time charters that included a lease. Thesesix leases varied in original length from 45 days to 190 days. The total lease payments remaining as of March 31, 2026 under these arrangements were approximately $3,758. All time charters are scheduled to be completed within 73 days, and no lease payments extend beyond June 2026.

At March 31, 2025, the Company hadseven vessels chartered to customers under time charters that included a lease. These seven leases varied in original length from 27 days to 84 days. The lease payments due under these arrangements were approximately $1,275, all of which was received within the 40 days following March 31, 2025.

The Company does not have any vessels chartered in (operating leases) for longer than one year and the practical expedient relating to leases with terms of 12 months or less was elected.

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

The Company hasfour non-cancelable office leases and non-cancelable office equipment leases and the lease assets and liabilities are not material.

Revenue Recognition

In a voyage charter contract, the charterer hires the vessel to transport a specific agreed-upon cargo for a single voyage, which may contain multiple load ports and discharge ports. The consideration in such a contract is determined on the basis of a freight rate per metric ton of cargo carried or occasionally on a lump sum basis. The charter party generally has a minimum amount of cargo. The charterer is liable for any short loading of cargo or "dead" freight. The voyage contract generally has standard payment terms of 95% freight paid within three days after completion of loading. The voyage charter party generally has a "demurrage" or "despatch" clause. As per this clause, the charterer reimburses the Company for any delays that exceed the agreed to laytime at the ports visited, which are recorded as demurrage revenue. Conversely, the charterer is given credit if the loading/discharging activities happen within the allowed laytime which is known as despatch and results in a reduction of revenue. In a voyage charter contract, the performance obligations begin to be satisfied once the vessel begins loading the cargo. The Company determined that its voyage charter contracts consist of a single performance obligation of transporting the cargo within a specified time period. Therefore, the performance obligation is met evenly as the voyage progresses, and the revenue is recognized on a straight-line basis over the voyage days from the commencement of the loading of cargo to completion of discharge.

The voyage contracts are considered service contracts which fall under the provisions of ASC 606, Revenue from Contracts with Customers because the Company, as the shipowner, retains control over the operations of the vessel such as directing the routes taken or the vessel speed. The voyage contracts generally have variable consideration in the form of demurrage or despatch.

During time charter agreements, the Company is paid to provide transportation services on a per day basis for a specified period of time. Revenues from time charters are earned and recognized on a straight-line basis over the term of the charter, the charterers have substantive decision-making rights to direct how and for what purpose the vessel is used. As such, the Company has identified that time charter agreements contain a lease in accordance with ASC 842. Revenue is not earned when vessels are offhire.

In a stevedore service contract, the Company is paid to provide cargo handling services on a per unit basis for a specified quantity of cargo. The consideration in such a contract is determined on the basis of a rate per unit of cargo handled. The contract may contain minimum quantities. Revenues from stevedore service contracts are earned and recognized on a per unit basis as completed over the performance period.

The Company’s contracts with customers, including voyage charters and stevedoring service contracts, generally have original expected durations of one year or less. In accordance with the practical expedient in ASC 606-10-50-14, the Company has elected not to disclose the amount of remaining performance obligations for these contracts. As of March 31, 2026, the Company did not have any material unsatisfied performance obligations that are required to be disclosed.

Deferred Revenue

All deferred revenue recorded on the consolidated balance sheets as of December 31, 2025, was recognized during the three months ended March 31, 2026.

Recently Adopted Accounting Pronouncements

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 Company adopted this guidance on January 1, 2026. The adoption did not have a material impact on the Company’s consolidated financial statements or related disclosures.

Recently Issued Accounting Pronouncements 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 that meets the definition of a business is acquired primarily through the exchange of equity interests. 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 Company is currently evaluating the impact of ASU 2025-03 on its accounting and disclosures related to business combinations.

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.

Note 3 - Cash, Cash Equivalents and Restricted Cash

Cash and cash equivalents include short-term deposits with an original maturity of less than three months. The following table provides a reconciliation of cash and cash equivalents reported within the consolidated balance sheets that sum to the total of the same amounts shown in the consolidated statement of cash flows:

March 31, 2026December 31, 2025
Money market accounts – cash equivalents$15,898$24,828
Time deposit accounts - cash equivalents30,2043,000
Cash (1)43,64275,226
Cash and cash equivalents89,744103,054
Restricted cash (2)270270
Total cash, cash equivalents and restricted cash$90,014$103,324

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

(2) Restricted cash consists of amounts required to be maintained under the Company’s insurance arrangements and is not available for

general corporate purposes.

As of March 31, 2026 and December 31, 2025, the Company held cash and cash equivalents in the following subsidiaries:

March 31, 2026December 31, 2025
Pangaea (1)$84,909$95,228
NBHC (2)4,7937,784
Deck Barge (3)312312
Total cash, cash equivalents and restricted cash$90,014$103,324

(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 4 - Fixed Assets

As of March 31, 2026, the Company’s fleet consisted of thirty-nine dry bulk vessels and one barge, including one vessel classified as held for sale. Certain vessels were financed through financing obligations recognized in failed sale-leaseback transactions, and one vessel was financed through a finance lease arrangement.

March 31, 2026December 31, 2025
m/v Nordic Odyssey (1)$16,470$16,768
m/v Nordic Orion (1)16,59816,652
m/v Nordic Oshima (1)21,29821,599
m/v Nordic Olympic (1)22,17922,436
m/v Nordic Odin (1)22,24222,593
m/v Nordic Oasis (1)23,62123,851
m/v Nordic Nuluujaak34,02433,298
m/v Nordic Qinngua34,01233,305
m/v Nordic Sanngijuq33,61332,973
m/v Nordic Siku33,04233,349
m/v Bulk Endurance19,23819,417
m/v Bulk Prudence25,05625,478
m/v Bulk Courageous15,11515,347
m/v Bulk Concord16,18116,739
m/v Bulk Pride11,41010,698
m/v Bulk Spirit10,26710,682
m/v Bulk Sachuest16,25015,401
m/v Bulk Independence11,26011,756
m/v Bulk Friendship10,89311,087
m/v Bulk Valor16,38916,695
m/v Bulk Promise16,92617,234
m/v Bulk Brenton26,75827,079
m/v Bulk Patience26,77527,066
m/v Strategic Fortitude18,07617,406
m/v Strategic Resolve14,69014,929
m/v Strategic Explorer14,43014,646
m/v Strategic Entity14,81515,060
m/v Strategic Synergy13,32913,501
m/v Strategic Alliance13,33013,501
m/v Strategic Unity13,33013,502
m/v Strategic Harmony13,32913,501
m/v Strategic Equity13,33013,501
m/v Strategic Venture13,33113,502
m/v Strategic Savannah11,00610,984
m/v Strategic Spirit11,28011,401
m/v Strategic Vision10,44010,591
m/v Strategic Tenacity10,10310,247
Miss Nora G Pearl (2)1,5971,597
666,033669,372
Other fixed assets, net8,9258,147
Total fixed assets, net$674,958$677,518
Right of Use Assets
m/v Bulk Xaymaca (3)$—$10,127
m/v Bulk Destiny16,58016,740
$16,580$26,866

(1) Vessels are owned by NBHC, a consolidated entity in which the Company has a two-third ownership interest at March 31, 2026 and December 31, 2025, respectively.

(2) Barge is owned by a 50% owned consolidated subsidiary at March 31, 2026 and December 31, 2025, respectively.

(3)As of March 31, 2026, the Company classified the M/V Bulk Xaymaca, as held for sale in accordance with ASC 360. Management had committed to a plan to sell the vessel, and the criteria for held-for-sale classification were met. The vessel is presented separately on the balance sheet under “Vessel held for sale.” On February 27, 2026, the Company entered into a memorandum of agreement to sell the M/V Bulk Xaymaca for $9.6 million. The estimated loss on sale is approximately $0.4 million, and delivery to the buyer is expected during the second quarter of 2026. See Note 14 – Subsequent Events for additional details.

Long-lived Assets Impairment Considerations

The Company evaluates the recoverability of its fixed assets and other long-lived assets in accordance with ASC 360-10-15, Impairment or Disposal of Long-Lived Assets, which requires impairment losses to be recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than their carrying amounts. If indicators of impairment are present, the Company performs an analysis of the anticipated undiscounted future net cash flows to be derived from the related long-lived assets.

The Company performs this assessment at the individual vessel level, which represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets.

During the three months ended March 31, 2026, the Company identified one vessel that met the criteria to be classified as held for sale. Upon classification, the vessel was written down to its estimated fair value less costs to sell, as the expected sale price was below its carrying value, resulting in the recognition of an impairment charge.

For the remaining vessels, the Company concluded that no indicators of impairment were present during the three months ended March 31, 2026. Accordingly, no recoverability analysis was required for those vessels. The Company did not identify any triggering events during the three months ended March 31, 2025.

Note 5 -Debt

As of March 31, 2026 and December 31, 2025, the Company’s outstanding long-term debt consists of the following:

March 31, 2026December 31, 2025Interest Rate (%) (1)Maturity Date
Bulk Nordic Odyssey (MI) Corp., Bulk Nordic Orion (MI) Corp. Senior Secured Term Loan Facility (2) (3)8,0678,5752.95%December 30, 2027
Bulk Nordic Oshima (MI) Corp., Bulk Nordic Odin (MI) Corp., Bulk Nordic Olympic (MI) Corp., Bulk Nordic Oasis (MI) Corp. Secured Term Loan Facility (2) (3)29,00030,2003.38%June 1, 2027
$50 million Senior Secured Term Loan Facility - Dated August 14, 2024 (4)41,07642,2546.35%May 2029
Bulk Valor Corp. Loan and Security Agreement (2)6,9157,2803.29%June 2028
Bulk Promise Corp. (2)6,5716,9175.45%October 2027
Bulk Sachuest (2)5,8286,0526.19%October 2029
Bulk Prudence13,11813,4655.58%July 2029
Pangaea Texas, LLC (2)6486911.74%November 2029
Pangaea Baltimore, LLC138—February 2030
Total$111,360$115,434
Less: unamortized issuance costs(1,219)(1,366)
$110,141$114,067
Less: current portion(16,985)(16,910)
Secured long-term debt, net$93,156$97,157

(1)As of March 31, 2026.

(2)Interest rates on the loan facilities are fixed.

(3)The borrower under this facility is NBHC. The Company has two-third's ownership interest and an independent third party 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.

$0.1 million Equipment Financing Arrangement

On February 6, 2026, Pangaea Baltimore LLC, a wholly-owned subsidiary of the Company, entered into a $0.1 million equipment financing arrangement with Wells Fargo Vendor Financial Services, LLC in connection with the purchase of a 2026 Bobcat T86 compact track loader. The total amount financed under the agreement was $144, inclusive of fees. The arrangement bears interest at a stated annual rate of—% and is payable in 48 equal monthly installments of approximately $3, with a final maturity date in 2030. The obligations are secured by the financed equipment and are subject to customary events of default and acceleration provisions.

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

Years ending December 31,
2026 (remainder of the year)$16,763
202750,567
202814,525
202942,141
20306
Less: Amount representing interest(12,642)
Less: Unamortized Debt Issuance Costs(1,219)
Less: current portion(16,985)
Secured long-term debt, net$93,156

Financial Covenants

All the loan terms and key financial covenants for all outstanding debt as of December 31, 2025, remain unchanged as of March 31, 2026. Under the Company's respective debt agreements, the Company is required to comply with certain financial covenants, including to maintain minimum liquidity and a collateral maintenance ratio clause, which requires the aggregate fair market value of the vessels plus the net realizable value of any additional collateral provided, to remain above defined ratios and to maintain positive working capital. The Company was in compliance with all applicable financial covenants as of March 31, 2026 and December 31, 2025.

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 March 31, 2026 and December 31, 2025, the Company’s financing obligation consists of the following:

March 31, 2026 · December 31, 2025 · Interest Rate (%) (1) · Maturity Date
Bulk Spirit Ltd.4,9215,2066.13%February 2027
Bulk Friendship Corp. - Bareboat Charter Party dated September 30, 20247,0507,2006.22%August 2029
Bulk Nordic Seven LLC (3)24,64625,0927.06%May 2036
Bulk Nordic Eight LLC (3)24,63625,0857.06%June 2036
Bulk Nordic Nine LLC (3)24,86625,3007.06%September 2036
Bulk Nordic Ten LLC (3)24,99525,4337.06%November 2036
Bulk Courageous Corp. (2)6,3006,6003.93%April 2028
Phoenix Bulk 25 Corp. (2)8,3388,7694.67%February 2029
Bulk Independence6,6257,0006.19%December 2028
Bulk Pride6,6257,0006.19%December 2028
Tripartite Agreement (m/v Strategic Alliance, m/v Strategic Synergy, Strategic Unity) (2)27,28027,9525.52%June 2029
SBC Equity Pte. Ltd.9,2589,4955.67%August 2031
SBC Explorer LLC7,7928,2085.66%March 2030
RHI Fortitude Pte. Ltd.9,1009,4005.67%January 2031
SBC Harmony Pte. Ltd.9,1609,5205.77%August 2031
RHI Savannah Pte. Ltd.8,0408,3105.67%September 2029
RHI Tenacity Pte. Ltd. (2)8,1948,4422.31%April 2027
SBC Venture Pte. Ltd.7,7038,0075.78%July 2031
SBC Spirit Pte. Ltd.8,2408,5255.63%July 2032
SBC Vision Pte. Ltd.8,4608,7305.63%June 2030
Operating Leases:
Other (4)$361$369
Total$242,590$249,642
Less: unamortized issuance costs, net(1,857)(1,972)
240,733247,670
Less: current portion(31,764)(27,896)
Financing Obligations, net$208,969$219,774

(1)As of March 31, 2026 including the effect of interest rate cap if any.

(2)Interest rates on the loan facilities are fixed.

(3)The Company entered into an interest rate cap on a portion of these facilities effective through Q4 2026, which caps the SOFR at 3.51%.

(4)The Company entered into a 10-year ground lease agreement with the Tampa Port Authority, commencing on April 22, 2024.

All the obligation terms and financial covenants for all outstanding financing obligations as of December 31, 2025, remain unchanged as of March 31, 2026. The Company was in compliance with all financial covenants as March 31, 2026 and December 31, 2025. All outstanding financing obligations are secured by the respective underlying assets.

Year ending December 31,
2026 (remainder of the year)$29,721
202749,965
202845,874
202958,472
203025,087
Thereafter100,393
Total minimum payments309,512
Less: Amount representing interest(66,922)
Present value of minimum payments242,590
Less: Issuance costs(1,857)
Present value of minimum payments, net240,733
Less: Current portion of financing obligations(31,764)
Non-current portion of financing obligations$208,969

Note 6 -Finance Leases

At March 31, 2026, the Company had an outstanding finance lease liability related to the M/V Bulk Destiny under the Bulk Nordic Five Ltd. facility. During the three months ended March 31, 2026, the Company exercised and closed on its purchase option under the Bulk PODS Ltd. arrangement related to the M/V Bulk Xaymaca, and no finance lease liability remained outstanding under that facility as of March 31, 2026. This arrangement was entered into prior to the Company’s adoption of ASC 842 and continues to be accounted for as a finance lease under the transition provisions applicable to arrangements previously classified under ASC 840.

Finance leases consist of the following as of March 31, 2026 and December 31, 2025:

March 31, 2026December 31, 2025Interest Rate (%)Maturity Date
Finance Leases:
Bulk PODS Ltd. (2)$—$1,076—%
Bulk Nordic Five Ltd. (1)9,2009,4503.97%April 2028
Total$9,200$10,526
Less: unamortized issuance costs, net(47)(55)
$9,153$10,471
Less: current portion(1,000)(2,076)
Long-term finance lease liabilities, net$8,153$8,395

(1)Interest rates on the loan facilities are fixed.

(2)On January 13, 2026, the Company exercised its purchase option under the Bulk PODS financing arrangement. The transaction closed on March 16, 2026 for $1.3 million, and no gain or loss was recognized upon closing.

The following table provides details of the Company's future minimum lease payments under finance and operating lease liabilities recorded on the Company's consolidated balance sheets as of March 31, 2026.

Year ending December 31,Amount
2026 (remainder of the year)$1,016
20271,321
20287,596
Total minimum lease payments9,933
Less imputed interest(733)
Present value of minimum lease payments9,200
Less current portion(1,000)
Less issuance costs(47)
Long-term portion$8,153

Note 7 -Derivative Instruments and Fair Value Measurements

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 forward freight agreements (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 swap contracts

The Company continuously monitors the market volatility associated with bunker prices and seeks to reduce the risk of such volatility through a bunker hedging program. The Company enters into fuel swap contracts 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.

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 March 31, 2026 and December 31, 2025:

Asset Derivative · Liability Derivative
Derivative instruments · Balance Sheet Location · 03/31/2026 · 12/31/2025 · Balance Sheet Location · 03/31/2026 · 12/31/2025
Margin accounts (1)Other current assets$4,201$572Other current liabilities$—$—
Forward freight agreements (2)Other current assets$170$177Other current liabilities$—$—
Fuel swap contracts (2)Other current assets$5,556$—Other current liabilities$1,189
Interest rate cap (2)Other current assets$216$347Other current liabilities$—$—

(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 restricted cash 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).

The carrying amounts of cash and cash equivalents, restricted cash, accounts receivable, accounts payable and accrued liabilities approximate fair value due to the short-term nature of these instruments. The carrying amounts of the Company’s floating rate debt approximate fair value as the applicable interest rates are variable and reflective of current market rates.

The following table presents the effect of our derivative financial instruments on the consolidated statements of operations for the three and three months ended March 31, 2026 and 2025:

Unrealized gain (loss) on derivative instruments
Three Months Ended
Derivative instruments03/31/20263/31/2025
Forward freight agreements$(7)$422
Fuel Swap Contracts6,744297
Interest rate cap(131)(536)
Total gain$6,606$184

The increase in margin accounts and fuel swap contract assets during the quarter was primarily attributable to favorable movements in market prices relative to the Company’s contracted hedge positions, resulting in unrealized gains on fuel swap contracts of approximately $6.7 million during the three months ended March 31, 2026. As fuel swap contracts matured during the period, certain derivative positions settled in cash, contributing to the increase in margin account balances and derivative assets at March 31, 2026.

Note 8 -Related Party Transactions

Accounts payable to related parties consist of the following:

March 31, 2026ActivityDecember 31, 2025
MTM Ship Management (“MTM”) (i)$1,761955$806
Commissions payable (trade payables) (ii)106106—
Total accounts payable to related parties$1,867$1,061$806

i. MTM Ship Management (“MTM”) is considered a related party because a former member of the Company’s Board of Directors, Christina Tan, has an indirect ownership interest in MTM. Ms. Tan is a partial owner of Strategic Investment LLC, which beneficially owns approximately 29% of the Company’s outstanding common shares and has an indirect ownership interest in MTM. Ms. Tan resigned from the Company’s Board of Directors on December 18, 2025.

ii. Phoenix Bulk Carriers (Brasil) Intermediacoes Maritimas Ltda. - a wholly-owned Company of a member of the Board of Directors.

The Company has a technical management agreement with MTM Ship Management (“MTM”), under which MTM serves as the technical manager for certain vessels within the merged entity’s fleet. Pursuant to the agreement, MTM provides services including vessel maintenance, crew management, procurement, and regulatory compliance. During the three months ended March 31, 2026 and March 31, 2025, the Company incurred technical management fees of approximately $651 and $563 under this arrangement.

Note 9 -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 8 months to 57 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 was 3.53 years as of March 31, 2026. The Company also has certain office equipment leases, which are excluded from the office lease disclosures because they are immaterial.

The following table summarizes the Company’s office lease commitments as of March 31, 2026.

LocationRemaining lease Term (as of March 31, 2026)Undiscounted Payments
Copenhagen, Denmark9 months$92
Singapore8 months49
Connecticut, U.S.57 months386
Greece42 months595
Total$1,122

The Company modified its Greece office lease during the three months ended March 31, 2026, extending the lease term by 36 months.

For the three months ended March 31, 2026 and 2025, the Company recognized approximately$111 and $50, respectively, as lease expense for office leases in General and Administrative Expenses.

As of March 31, 2026, future minimum rentals under all of our operating leases are as follows:

Year ending December 31,Amount
2026 (remainder of the year)$327
2027252
2028252
2029209
203081
Total$1,122

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 10 –Stockholders’ Equity

Dividends Paid

Total cash dividends paid were approximately $3.9 million for the three months ended March 31, 2026.

Changes in Outstanding Shares

The following table summarizes changes in the number of shares of common stock outstanding for the three months ended March 31, 2026:

DescriptionNumber of Shares
Shares outstanding at December 31, 202564,973,988
Shares issued (e.g., equity grants)440,935
Shares outstanding at March 31, 202665,414,923

Note 11 - Net Income per Common Share

Basic net income (loss) per common share is based on the weighted average number of common shares outstanding during the three months ended March 31, 2026 and 2025. Diluted net income (loss) per common share includes the effect of potential common shares, if dilutive.

For the three months ended March 31, 2026, the change in accounting estimate related to vessel depreciation increased depreciation expense and reduced basic and diluted net income per common share by approximately $0.03.

For the three months ended March 31, 2026, approximately 480,000 shares of restricted stock awards were excluded from the calculation of diluted net income per common share because their effect would have been anti-dilutive.

For the three months ended March 31, 2025, the Company reported a net loss of approximately $2.0 million. Accordingly, all potential common shares were anti-dilutive, and diluted net loss per common share is equal to basic net loss per common share for that period.

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

Three Months Ended March 31,
20262025
Net income (loss)$13,294$(1,981)
Weighted Average Shares - Basic64,193,20563,851,090
Dilutive effect of restricted stock awards582,358—
Weighted Average Shares - Diluted64,775,56363,851,090
Basic net income (loss) per share$0.21$(0.03)
Diluted net income (loss) per share$0.21$(0.03)

Note 12. Employee Benefit Plans

Defined Contribution Plan

The Company sponsors a defined contribution 401(k) retirement savings plan for eligible employees. Under the plan, employees may elect to contribute a portion of their eligible compensation, subject to IRS limitations.

Employer Matching Contributions

The Company provides a 100% match on the first 4% of eligible compensation that employees contribute. These matching contributions are made in cash and vest immediately.

For the three months ended March 31, 2026 and 2025, the Company recognized expense of approximately $131 and $179, respectively, related to these matching contributions.

Note 13 – Segment Information and Geographic Data

The Company's shipping segment focuses on providing seaborne dry bulk logistics and transportation services. This segment's goal is to generate both current income and capital appreciation through voyage and time charter agreements. Vessels that are owned or chartered by the Company operate globally, resulting in voyage and charter revenues from various geographic regions.

The CEO, acting as the Chief Operating Decision Maker (CODM), assesses profitability and asset performance using Time Charter Equivalent ("TCE") revenues. The primary expense analyzed by the CODM is voyage expenses, which are reported separately in the Consolidated Statements of Income. 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 with respect to our reportable segment:

Three Months Ended March 31,
20262025
Shipping segment
Voyage revenue$152,000$109,660
Charter revenue12,4429,993
Shipping segment total revenue$164,442$119,653
Reconciliation:
All other revenue (1)6,1393,149
Total consolidated revenue$170,580$122,802
Shipping segment total revenue$164,442$119,653
Less:
Voyage expense73,73960,307
TCE revenue (2)$90,703$59,346
Reconciliation to net income:
Port terminal & stevedore revenue(6,139)(3,149)
Charter hire expense39,17717,641
Vessel operating expenses20,56222,178
Terminal Expenses4,3752,551
General and administrative10,0277,274
Depreciation and amortization11,8769,923
Loss on vessel held for sale358—
Other income (expense), net(3,199)5,125
Total consolidated net income (loss)$13,665$(2,198)

(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.

Geographical Disclosure

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

Three Months Ended March 31,
20262025
United States$50,228$35,327
Singapore18,81115,656
Germany16,14513,579
Other (1)85,39658,240
Total consolidated revenue$170,580$122,802

(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.

Note 14 -Subsequent Events

On May 7, 2026, the Company's Board of Directors declared a quarterly cash dividend of $0.05 per common share, payable on June 15, 2026, to shareholders of record as of the close of business on June 1, 2026.

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.