Pangaea Logistics Solutions Ltd.

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 September 30, 2026, the Company's owned fleet consisted oftwo 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. Amounts presented in millions are specifically identified as such.

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. Certain Reclassifications have been made to the prior period financial statements to conform to the current period presentation

Effective January 1, 2026, the Company revised certain assumptions used in determining vessel depreciation, including estimated useful lives and residual (scrap) values of its vessels. These revisions were accounted for prospectively as a change in accounting estimate. The Company increased its estimated vessel scrap value from $300 per light weight ton (“lwt”) to $400 per lwt., based on management's evaluation of long-term historical scrap price trends obtained from a third-party data provider, as well as consideration of industry practices. The Company also standardized the estimated useful lives of its dry bulk vessels to 25 years from delivery, which shortened the depreciation period for 26 of its 38 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 $1.1 million, or $0.02 per basic and diluted share, for the three months ended September 30, 2026, and by approximately $3.4 million, or $0.05 per basic and diluted share, for the nine months ended September 30, 2026. The Company expects depreciation expense to increase by approximately $4.5 million for the remaining three months of 2026.

Concentration of credit risk

Receivables from one significant customer represented 17% and 28% of the Company’s accounts receivable as of September 30, 2026 and December 31, 2025, respectively.

Advance hire, prepaid expenses and other current assets

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

Goodwill

We conducted our annual qualitative assessment of goodwill as of June 1, 2026, which indicated that it was more likely than not that the fair value of the Company’s goodwill exceeded its carrying amount, thusno impairment was indicated. As of September 30, 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:

(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 and nine months ended September 30, 2026.

The Company recognized earnings from equity method investments during the nine months ended September 30, 2026; the Company received $2.4 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:

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 September 30, 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 condensed consolidated statements of operations 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 September 30, 2026, the Company hadeleven vessels chartered to customers under time charters that included a lease. These eleven leases varied in original length from 20 days to 200 days. The total lease payments remaining as of September 30, 2026 under these arrangements were approximately $6.9 million. All time charters are scheduled to be completed within 200 days, and no lease payments extend beyond April 2027.

At September 30, 2025, the Company hadseven vessels chartered to customers under time charters that included a lease. These seven leases varied in original length from 34 days to 195 days. The lease payments due under these arrangements were approximately $6.5 million, all of which was received within the 183 days following September 30, 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 September 30, 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 nine months ended September 30, 2026.

Recently Adopted Accounting Pronouncements

In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. The amendments provide a practical expedient that permits entities to assume that current conditions as of the balance sheet date will remain unchanged for the remaining life of current accounts receivable and current contract assets arising from transactions accounted for under ASC 606. The Company adopted the amendments and elected the practical expedient effective January 1, 2026. The adoption did not have a material impact on the Company’s condensed 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 December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. The amendments clarify the interim financial statement disclosure requirements and establish a principle requiring disclosure of events occurring since the end of the most recent annual reporting period that have a material effect on an entity. For public business entities, the amendments are effective for interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact of the amendments on its interim financial statement disclosures.

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:

(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 September 30, 2026 and December 31, 2025, the Company 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 4 - Fixed Assets

As of September 30, 2026, the Company’s fleet consisted ofthirty-eight dry bulk vessels andone barge. Certain vessels were financed through financing obligations recognized in failed sale-leaseback transactions, and one vessel was financed through a finance lease arrangement.

(1) Vessels are owned by NBHC, a consolidated entity in which the Company has a two-thirds ownership interest at September 30, 2026 and December 31, 2025, respectively.

(2) Barge is owned by a 50% owned consolidated subsidiary at September 30, 2026 and December 31, 2025, respectively.

(3)On May 18, 2026, the Company completed the sale of the M/V Bulk Xaymaca for $9.6 million and recognized a loss on write-down of vessel held for sale of approximately $0.4 million during the nine months ended September 30, 2026.

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 nine months ended September 30, 2026, the Company classified one vessel as held for sale. Upon classification, the vessel was written down to its estimated fair value less costs to sell, resulting in the recognition of a loss on sale. The vessel was subsequently sold in May 2026 for approximately $9.6 million.

For the remaining vessels, the Company concluded that no indicators of impairment were present during the nine months ended September 30, 2026. Accordingly, no recoverability analysis was required for those vessels. The Company did not identify any triggering events during the nine months ended September 30, 2025.

Note 5 -Debt

As of September 30, 2026 and December 31, 2025, the Company’s outstanding long-term debt consists of the following:

(1)As of September 30, 2026.

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

(3)The borrower under this facility is NBHC. The Company has two-thirds 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 m/v Bulk Patience and is guaranteed by the Company. Subsequent to September 30, 2026, the outstanding borrowings under this facility, which totaled $38.7 million at September 30, 2026, were repaid on October 21, 2026 using proceeds from a new credit facility with a new lender. See Note 14 — Subsequent Events.

$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 financing arrangement does not bear stated interest 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.

$0.7 million Equipment Financing Arrangement

On May 1, 2026, Pangaea Florida LLC, a wholly-owned subsidiary of the Company, entered into equipment financing arrangements totaling approximately $0.7 million for the purchase of two 2026 Caterpillar 938 wheel loaders. The arrangements bear interest at 4.15% and are payable in 60 equal monthly installments. The obligations are secured by the financed equipment. Each arrangement financed approximately $0.3 million, for a combined amount of approximately $0.7 million.

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

The annual payments above reflect the contractual terms of the debt agreements outstanding at September 30, 2026. The current and noncurrent portions of secured debt at that date reflect the classification of qualifying amounts as noncurrent based on the refinancing of the $50 million Senior Secured Term Loan Facility completed on October 23, 2026. See Note 14—Subsequent Events for the terms of the refinancing.

Financial Covenants

All the loan terms and key financial covenants for all outstanding debt as of December 31, 2025, remain unchanged as of September 30, 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 September 30, 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 September 30, 2026 and December 31, 2025, the Company’s financing obligation consists of the following:

(1)As of September 30, 2026 including the effect of interest rate cap if any.

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

(3)As of September 30, 2026, a portion of these financing obligations was subject to an interest rate cap that limited SOFR to 3.51%, with a contractual expiration in the fourth quarter of 2026. On October 23, 2026, the Company repaid the financing obligations of Bulk Nordic Seven LLC, Bulk Nordic Eight LLC, Bulk Nordic Nine LLC and Bulk Nordic Ten LLC using proceeds from a new credit facility. These obligations had an aggregate outstanding principal balance of $95.6 million at September 30, 2026. See Note 14 — Subsequent Events.

(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 September 30, 2026. The Company was in compliance with all financial covenants as of September 30, 2026 and December 31, 2025. All outstanding financing obligations are secured by the respective underlying assets.

The annual payments above reflect the contractual terms of the financing arrangements outstanding at September 30, 2026. The current and noncurrent portions of financing obligations at that date reflect the classification of qualifying amounts as noncurrent based on the refinancing of the obligations of Bulk Nordic Seven LLC, Bulk Nordic Eight LLC, Bulk Nordic Nine LLC and Bulk Nordic Ten LLC completed on October 23, 2026. See Note 14—Subsequent Events for the terms of the refinancing.

Note 6 -Finance Leases

At September 30, 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 nine months ended September 30, 2026, the Company exercised and completed 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 September 30, 2026. The Bulk Nordic Five Ltd. arrangement was entered into before the 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 September 30, 2026 and December 31, 2025:

(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 September 30, 2026.

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 the impact it may have on the Company's future cargo commitments, 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 manage its exposure to interest rate movements. The Company uses an interest rate cap that provides for payments from the counterparty when the applicable interest rate exceeds the contractual strike rate. The interest rate cap is not designated as a hedging instrument for accounting purposes, and changes in its fair value are recognized in earnings.

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 September 30, 2026 and December 31, 2025:

(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 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 September 30, 2026 and December 31, 2025, The aggregate carrying values and estimated fair values of the Company’s fixed-rate secured debt, financing obligations and finance leases were as follows:

The following tables present the realized and unrealized gains and losses on the Company’s derivative instruments recognized in the consolidated statements of operations for the three and nine months ended September 30, 2026 and 2025. Both realized and unrealized gains and losses are included in charter hire expenses for forward freight agreements, voyage expenses for fuel swap contracts, and interest expense for interest rate caps.

The following table presents the effect of our derivative financial instruments on the consolidated statements of operations for the three and nine months ended September 30, 2026 and 2025:

The following table presents the realized gain (loss) on our derivative financial instruments for the three and nine months ended September 30, 2026 and 2025.

Note 8 -Related Party Transactions

Accounts payable to related parties consist of the following:

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.

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 September 30, 2026 and September 30, 2025, the Company incurred technical management fees of approximately $651 and $534 under this arrangement. During the nine months ended September 30, 2026 and September 30, 2025, the Company incurred technical management fees of approximately $1,953 and $1,659 under this arrangement. These fees are included in Vessel operating expense in the accompanying condensed consolidated statements of operations.

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 2 months to 51 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 3.32 years as of September 30, 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 September 30, 2026.

In March 2026, the Company modified its Greece office lease to extend lease term by 36 months starting from October 1, 2026.

For both 2026 and 2025, the Company recognized approximately $111 and $332 in office lease expense for the three and nine months ended September 30, respectively. These amounts were included in General and Administrative Expenses.

As of September 30, 2026, future minimum rentals under operating leases that had commenced were as follows:

The Company entered into a Singapore office lease for January 2027 through December 2028, with total base rent of $221, a two-month rent-free fit-out period beginning November 2026 and a one-year renewal option. The lease had not commenced at September 30, 2026 and is excluded from the tables above and weighted-average remaining lease term.

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 $13.6 million for the nine months ended September 30, 2026. Dividends payable of $0.7 million and $1.2 million at September 30, 2026 and December 31, 2025, respectively, consist of accrued dividends on unvested restricted shares under the Company's incentive compensation plan.

Changes in Outstanding Shares

The following table summarizes changes in the number of shares of common stock outstanding for the nine months ended September 30, 2026:

Note 11 -Net Income per Common Share

Basic net income per common share is based on the weighted-average number of common shares outstanding during the applicable periods. Diluted net income (loss) per common share includes the effect of potential common shares when dilutive.

For the three months ended September 30, 2026, the change in accounting estimate related to vessel depreciation increased depreciation expense and reduced both basic and diluted net income per common share by approximately $0.02. For the nine months ended September 30, 2026, the change in accounting estimate related to vessel depreciation increased depreciation expense and reduced both basic and diluted net income per common share by approximately $0.05.

For the three months ended September 30, 2026 and 2025, restricted stock awards representing approximately 504,000 and 464,000 common shares, respectively, were excluded from the computation of diluted net income per common share as their inclusion would have been anti-dilutive. For the nine months ended September 30, 2026 and 2025, restricted stock awards representing approximately 1,094,000 and 1,108,000 common shares, respectively, were excluded from the computation of diluted net income per common share as their inclusion would have been anti-dilutive.

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

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 September 30, 2026 and 2025, the Company recognized expense of approximately $58 and $52, respectively, related to these matching contributions. For the nine months ended September 30, 2026 and 2025, the Company recognized an expense of approximately $257 and $285 for 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 condensed consolidated statements of operations. 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:

(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:

(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

In October 2026, Nordic Bulk Partners LLC (the “Borrower”), a wholly owned subsidiary of the Company, borrowed $145.0 million under a senior secured term loan facility (the “Facility”) provided by a syndicate of lenders pursuant to a credit agreement dated as of October 16, 2026. Crédit Agricole Corporate and Investment Bank serves as administrative agent and security trustee under the Facility. The proceeds were used (i) to repay the $38.7 million outstanding under the $50 million Senior Secured Term Loan Facility dated August 14, 2024, (ii) on October 23, 2026, to exercise the vessel purchase options under the Bulk Nordic Seven LLC, Bulk Nordic Eight LLC, Bulk Nordic Nine LLC and Bulk Nordic Ten LLC financing obligations for an aggregate purchase price of $96.3 million, including outstanding principal of $95.3 million (see Note 5) and (iii) to pay $1.5 million of fees under the Facility. The remaining $8.4 million was retained for general corporate purposes.

Borrowings under the Facility bear interest at three-month Term SOFR, subject to a zero percent floor, plus a margin of 1.60% per annum. Principal is repayable in 24 quarterly installments of approximately $2.8 million each, commencing January 31, 2027, with an additional balloon payment of approximately $77.4 million due at maturity in October 2032. The Facility is guaranteed by the Company and secured by first-priority mortgages on seven vessels owned by the Company’s wholly owned subsidiaries.

At the October 23, 2026 funding date, the estimated fair value of borrowings under the Facility approximated their aggregate principal amount of $145.0 million, reflecting borrowing terms consistent with prevailing market conditions for comparable financing arrangements. No borrowings under the Facility were outstanding as of September 30, 2026.

The Facility requires the Company, as parent guarantor, to maintain minimum consolidated liquidity of $30.0 million, minimum consolidated net worth of $85.0 million and a maximum ratio of total indebtedness to consolidated net worth of 2.00 to 1.00. The Facility also requires minimum security coverage of 135%, in each case as defined in the Facility agreement. Additional indebtedness, liens, asset dispositions and investments by the Borrower are restricted, subject to specified exceptions. Dividends and other distributions by the Company are restricted while an event of default is continuing.

The Company expects to recognize an aggregate loss on extinguishment of debt and financing obligations of approximately $2.7 million in the fourth quarter of 2026 in connection with the refinancing.

On November 3, 2026, the Company's Board of Directors declared a quarterly cash dividend of $0.10 per common share, payable on December 15, 2026, to shareholders of record as of the close of business on December 1, 2026.