UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO
RULE 13a-16 OR
15d-16 UNDER THE SECURITIES EXCHANGE ACT OF
1934
For the month of October 2025
Commission File Number 001-33060
DANAOS CORPORATION
(Translation of registrant’s name into English)
Danaos Corporation
c/o Danaos Shipping Co. Ltd.
14 Akti Kondyli
185 45 Piraeus
Greece
Attention: Secretary
011 030 210 419 6480
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.
Form 20-F x Form 40-F ¨
Senior Unsecured Notes Indenture
On October 16, 2025, Danaos
Corporation (the “Company”) closed its previously announced offering of $500 million aggregate principal amount of its 6.875%
senior notes due 2032 (the “Notes”). The Notes bear interest at a rate of 6.875% per year, payable in cash on March 1
and September 1 of each year, commencing March 1, 2026, and will mature on October 15, 2032. The Notes were issued pursuant to an Indenture,
dated as of October 16, 2025, between the Company and Citibank, N.A., London Branch, as trustee, paying agent, registrar and transfer
agent (the “Indenture”), which is filed herewith as Exhibit 99.1.
The Company intends to use
the net proceeds from the offering to (i) redeem in full the $262.8 million outstanding principal amount of the Company’s 8.500%
Senior Notes due 2028 (the “2028 Notes”) on or about March 1, 2026, (ii) repay in full the outstanding principal amount under
its BNP Paribas/Credit Agricole $130 million Secured Credit Facility on December 1, 2025, (iii) repay in full the outstanding principal
amount under its Alpha Bank $55.25 million Secured Credit Facility on December 1, 2025, (iv) to pay costs, fees and expenses related to
the refinancing, including commissions, placement, financial advisory fees and other transaction costs and professional fees, and (v)
for general corporate purposes.
This report on Form 6-K does
not constitute a notice of redemption with respect to the 2028 Notes and investors are urged to refer to the relevant notice of redemption,
when available, for more information regarding the conditions precedent to such redemption, redemption price, record date and redemption
date.
EXHIBIT INDEX
99.1 Indenture, dated as of October 16, 2025, between Danaos Corporation and Citibank, N.A., London Branch, as trustee, paying agent, registrar and transfer agent
99.2 Form of Danaos Corporation 6.875% Senior Notes due 2032 (included in Exhibit 99.1)
EXHIBIT INDEX
*****
This report on Form 6-K is hereby incorporated
by reference into the Company’s (i) Registration Statement on Form F-3 (Reg. No. 333-237284) filed with
the SEC on March 19, 2020, (ii) the post effective Amendment to Form F-1 in the Registration Statement on Form F-3
(Reg. No. 333-226096) filed with the SEC on March 6, 2019, (iii) Registration Statement on Form F-3 (Reg. No. 333-174494)
filed with the SEC on May 25, 2011, (iv) Registration Statement on Form F-3 (Reg. No. 333-147099), the related prospectus
supplements filed with the SEC on December 17, 2007, January 16, 2009 and March 27, 2009, (v) Registration
Statement on Form S-8 (Reg. No. 333-233128) filed with the SEC on August 8, 2019 and the reoffer prospectus,
dated August 8, 2019, contained therein, (vi) Registration Statement on Form S-8 (Reg. No. 333-138449) filed
with the SEC on November 6, 2006 and the reoffer prospectus, dated November 6, 2006, contained therein, (vii) Registration
Statement on Form F-3 (Reg. No. 333-169101) filed with the SEC on October 8, 2010, (viii) Registration Statement
on Form F-3 (Reg. No. 333-255984) filed with the SEC on May 10, 2021 and (ix) Registration Statement on Form F-3
(Reg. No. 333-270457) filed with the SEC on March 10, 2023.
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
Date: October 16, 2025
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DANAOS CORPORATION |
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By: |
/s/ Evangelos Chatzis |
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Name: |
Evangelos Chatzis |
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Title: |
Chief Financial Officer |
