Flex LNG Ltd.
For the period ended Jun 30, 2026. Filed Aug 19, 2026.
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Jun 30, 2026 · Filed Aug 19, 2026
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Contents
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Our disclosure and analysis in this report pertaining to our operations, cash flows and financial position, including, in particular, the likelihood of our success in developing and expanding our business, include forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, or the PSLRA, which provides safe harbor protections for forward-looking statements in order to encourage companies to provide prospective information about their business. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements, which are other than statements of historical facts.
These statements reflect our current views with respect to future events and financial performance. This report includes assumptions, expectations, projections, intentions and beliefs about future events. These statements are intended as "forward-looking statements." We caution that assumptions, expectations, projections, intentions and beliefs about future events may and often do vary from actual results and the differences can be material. Statements that are predictive in nature, that depend upon or refer to future events or conditions, or that include words such as "expects," "anticipates," "intends," "plans," "believes," "estimates," "seeks," "targets," "potential," "pending", "continue," "contemplate," "possible," "likely," "might," "will," "would," "could," "projects," "forecasts," "may," "should" and similar expressions are forward-looking statements.
All statements in this report that are not statements of either historical or current facts are forward-looking statements. Forward-looking statements include, but are not limited to, such matters as:
| • | general Liquefied Natural Gas ("LNG") shipping market conditions, including fluctuations in charter rates and vessel values; |
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| • | the volatility of prevailing spot market charter rates; |
| • | our future operating or financial results; |
| • | global and regional economic, political and security developments, including armed conflicts, geopolitical tensions, sanctions, trade disputes, military actions, cyber warfare and related disruptions affecting global energy and shipping markets, including developments involving Russia and Ukraine, Israel, Iran and regional actors in the Middle East, and the security of major maritime trade routes; |
| • | stability of Europe and the Euro; |
| • | inflationary pressures and central bank policies included to combat overall inflation and rising interest rates andforeign exchange rates; |
| • | our business strategy and expected and unexpected capital spending and operating expenses, including drydocking, surveys, repairs, upgrades, insurance costs, crewing and bunker costs; |
| • | our expectations of the availability of vessels to purchase, the time it may take to construct new vessels and risks associated with vessel construction and vessels' useful lives; |
| • | LNG market trends, including charter rates and factors affecting supply and demand; |
| • | the supply of and demand for vessels comparable to ours, including against the background of possibly accelerated climate change transition worldwide which would have an accelerated negative effect on the demand for fossil fuels, including LNG, and thus transportation of LNG; |
| • | our financial condition and liquidity, including our ability to repay or refinance our indebtedness and obtain financing in the future to fund capital expenditures, acquisitions and other general corporate activities; |
| • | our ability to enter into and successfully deliver our vessels under time charters or other employment arrangements after our current charters expire and our ability to earn income in the spot market (which includes vessel employment under single voyage spot charters and time charters with an initial term of less than six months); |
| • | our ability to compete successfully for future chartering opportunities and newbuilding opportunities (if any); |
| • | estimated future maintenance and replacement capital expenditures; |
| • | the expected cost of, and our ability to comply with, governmental regulations, including environmental regulations, maritime self-regulatory organization standards, as well as standard regulations imposed by our charterers applicable to our business; |
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| • | customers’ increasing emphasis on environmental and safety concerns; |
| • | availability of and ability to maintain skilled labor, vessel crews and management; |
| • | our anticipated incremental general and administrative expenses as a publicly traded company; |
| • | business disruptions, including supply chain disruption and congestion, including port congestion, due to natural orother disasters or otherwise; |
| • | potential physical disruption of shipping routes due to accidents, climate-related incidents, and public health threats; and |
| • | our ability to maintain relationships with major LNG producers and traders. |
Many of these statements are based on our assumptions about factors that are beyond our ability to control or predict and are subject to risks and uncertainties that are described more fully in "Item 3. Key Information—D. Risk Factors" of our Annual Report (as defined below). Any of these factors or a combination of these factors could materially affect our future results of operations and the ultimate accuracy of the forward-looking statements. Factors that might cause future results to differ include, but are not limited to, the following:
| • | changes in governmental rules and regulations or actions taken by regulatory authorities including the implementation of new environmental regulations; |
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| • | fluctuations in currencies and interest rates, such as Secured Overnight Financing Rate; |
| • | the impact that any discontinuance, modification or other reform or the establishment of alternative reference rates have on the Company's floating interest rate debt instruments; |
| • | changes in economic and competitive conditions affecting our business, including market fluctuations in charter rates and charterers' abilities to perform under existing time charters; |
| • | shareholders’ reliance on the Company to enforce the Company’s rights against contract counterparties; |
| • | dependence on the ability of the Company’s subsidiaries to distribute funds to satisfy financial obligations and make dividend payments; |
| • | the impact that any discontinuance, modification or other reform or the establishment of alternative reference rates may have on our floating interest rate debt instruments; |
| • | the length and severity of epidemics and pandemics and any impact on across our business on demand, operations in China and the Far East and knock-on impacts to our global operations; |
| • | potential liability from future litigation, related to claims raised by public-interest organizations or activism with regard to failure to adapt or mitigate climate impact; |
| • | the arresting or attachment of one or more of the Company’s vessels by maritime claimants; |
| • | potential requisition of the Company’s vessels by a government during a period of war or emergency; |
| • | treatment of the Company as a “passive foreign investment company” by U.S. tax authorities; |
| • | being required to pay taxes on U.S. source income; |
| • | the Company’s operations being subject to economic substance requirements; |
| • | the Company potentially becoming subject to corporate income tax in Bermuda in the future; |
| • | the potential for shareholders to not be able to bring a suit against the Company or enforce a judgement obtained against the Company in the United States; |
| • | the failure to protect the Company’s information systems against security breaches, or the failure or unavailability of these systems for a significant period of time; |
| • | the impact of adverse weather and natural disasters; |
| • | potential liability from safety, environmental, governmental and other requirements and potential significant additional expenditures related to complying with such regulations; |
| • | any non-compliance with the amendments by the International Maritime Organization, the United Nations agency for maritime safety and the prevention of pollution by vessels, or IMO, (the amendments hereinafter referred to as IMO 2020) to Annex VI to the International Convention for the Prevention of Pollution from Ships 1973, as modified by the Protocol of 1978 relating thereto, collectively referred to as MARPOL 73/78 and herein as MARPOL, which reduces the maximum amount of sulfur that vessels may emit into the air; |
| • | damage to storage and receiving facilities; |
| • | disruptions to global trade routes, including actual or threatened attacks on commercial shipping, military conflicts, piracy, terrorism, sanctions enforcement actions, restricted transit through strategic waterways, or other security incidents affecting the Strait of Hormuz, Bab el-Mandeb, Red Sea, Suez Canal, Panama Canal or other major shipping routes; |
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| • | the impact of increasing trade restrictions, tariffs, port charges, sanctions, export controls, and other protectionist measures that may affect global LNG trade flows, vessel utilization, customer demand, or operating costs; |
| • | technological innovation in the sector in which we operate and quality and efficiency requirements from customers; |
| • | cost and effects of cybersecurity incidents or other failures, interruptions, or security breaches of our systems or those of our customers or third-party providers, including software failures, unforeseeable security breaches, or incidentsstemming from the misuse or intentional or unintentional misapplication of artificial intelligence in our business; |
| • | technology risk associated with energy transition and fleet/systems renewal including in respect of alternative propulsion systems; |
| • | increasing scrutiny and changing expectations with respect to environmental, social and governance policies; |
| • | the impact of port or canal congestion; |
| • | the length and number of off-hire periods, including in connection with drydock periods; |
| • | any vessel underperformance and related warranty claims; and |
You should not place undue reliance on forward-looking statements contained in this report because they are statements about events that are not certain to occur as described or at all. All forward-looking statements in this report are qualified in their entirety by the cautionary statements contained in this report. These forward-looking statements are not guarantees of our future performance, and actual results and future developments may vary materially from those projected in the forward-looking statements.
Except to the extent required by applicable law or regulation, we undertake no obligation to release publicly any revisions to these forward-looking statements to reflect events or circumstances after the date of this report or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible for us to predict all of these factors. Further, we cannot assess the effect of each such factor on our business or the extent to which any factor, or combination of factors, may cause actual results to be materially different from those contained in any forward-looking statement.
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