Diana Shipping 2025 annual report outlines key risks
Diana Shipping Inc. filed its Form 20-F annual report for the year ended December 31, 2025, reporting 115,787,434 common shares outstanding as of that date.
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Form Type
20-F
Diana Shipping Inc. filed its Form 20-F annual report for the year ended December 31, 2025, reporting 115,787,434 common shares outstanding as of that date. The Marshall Islands–incorporated dry bulk carrier owner, listed on the NYSE, highlights exposure to highly cyclical charter markets and vessel values.
The company operates a 38-vessel fleet (36 in operation) totaling about 4.1 million dwt with a weighted average age of 12.3 years. It stresses risks from volatile charter hire rates, global economic uncertainty, sanctions, geopolitical conflicts, fuel price swings, environmental and ESG regulation, financing constraints, cybersecurity threats and counterparty credit risk, all of which could pressure cash flows and limit dividends.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What does Diana Shipping Inc. (DSX) primarily do?
Diana Shipping Inc. owns and operates dry bulk carriers, earning revenue by chartering its vessels to transport commodities like coal, grain and iron ore. Its results depend heavily on volatile dry bulk charter rates and global trade flows, especially to and from China and other major economies.
How large is Diana Shipping’s (DSX) fleet according to the 2025 Form 20-F?
The company reports a fleet of 38 vessels, of which 36 are in operation, with a combined carrying capacity of approximately 4.1 million deadweight tons. The fleet has a weighted average age of 12.3 years, which influences maintenance costs, fuel efficiency and chartering competitiveness.
How many Diana Shipping (DSX) common shares were outstanding at year-end 2025?
As of December 31, 2025, Diana Shipping Inc. had 115,787,434 shares of common stock outstanding. This share count frames potential dilution from warrants and preferred stock and is important context for evaluating per-share metrics, dividends and the impact of any future equity-related transactions.
On which exchanges and under what symbols are Diana Shipping (DSX) securities listed?
The company’s common stock, including preferred stock purchase rights, trades on the New York Stock Exchange under the symbol DSX. Its 8.875% Series B Cumulative Redeemable Perpetual Preferred Shares trade as DSXPRB, and warrants to purchase common stock also trade on the NYSE under DSX.
What are the key industry risks highlighted in Diana Shipping’s (DSX) 20-F?
The filing emphasizes volatile charter hire rates, fluctuating vessel values, oversupply risks and dependence on global economic growth. It cites the Baltic Dry Index’s wide 2025 range, fuel price uncertainty, environmental regulations, sanctions, geopolitical conflicts and potential financing constraints as major industry headwinds.
What company-specific financial and operational risks does Diana Shipping (DSX) disclose?
Diana Shipping notes reliance on short- to medium-term charters, loan covenants tied to vessel values, refinancing risk and rising crew costs. It flags counterparty default risk, cyber-attacks, aging vessels, ESG expectations and limitations on dividends under certain loan conditions as key company-specific concerns.
How does Diana Shipping (DSX) describe its exposure to sanctions and geopolitical conflict?
The report states that operations could be affected by sanctions on Russia and other jurisdictions, conflicts in Ukraine and the Middle East, and disruptions in key waterways like the Red Sea. Breaches of sanctions by charterers could trigger fines, reputational damage and restrictions on market or capital access.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Mark One)
OR
For the fiscal year ended
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of event requiring this shell company report:
Not applicable
For the transition period from ___________________________ to ___________________________
Commission file number
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Exact name of Registrant as specified in its charter)
Diana Shipping Inc.
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(Translation of Registrant’s name into English)
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Securities registered or to be registered pursuant to Section 12(b) of the Act.
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Trading
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None
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None
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Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by
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4
TABLE OF CONTENTS
FORWARD-LOOKING STATEMENTS
5
PART I
Item 1.
Identity of Directors, Senior Management and Advisers
7
Item 2.
Offer Statistics and Expected Timetable
7
Item 3.
Key Information
7
Item 4.
Information on the Company
41
Item 4A.
Unresolved Staff Comments
67
Item 5.
Operating and Financial Review and Prospects
67
Item 6.
Directors, Senior Management and Employees
83
Item 7.
Major Shareholders and Related Party Transactions
91
Item 8.
Financial Information
96
Item 9.
The Offer and Listing
97
Item 10.
Additional Information
98
Item 11.
Quantitative and Qualitative Disclosures about Market Risk
108
Item 12.
Description of Securities Other than Equity Securities
108
PART II
Item 13.
Defaults, Dividend Arrearages and Delinquencies
109
Item 14.
Material Modifications to the Rights of Security Holders and Use of Proceeds
109
Item 15.
Controls and Procedures
109
Item 16A.
Audit Committee Financial Expert
110
Item 16B.
Code of Ethics
110
Item 16C.
Principal Accountant Fees and Services
110
Item 16D.
Exemptions from the Listing Standards for Audit Committees
111
Item 16E.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
111
Item 16F.
Change in Registrant’s Certifying Accountant
111
Item 16G.
Corporate Governance
112
Item 16H.
Mine Safety Disclosure
113
Item 16I.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
113
Item 16J.
Insider Trading Policies
113
Item 16K.
Cybersecurity
113
PART III
Item 17.
Financial Statements
116
Item 18.
Financial Statements
116
Item 19.
Exhibits
116
5
FORWARD-LOOKING STATEMENTS
Matters discussed in this annual report and the documents incorporated by reference may constitute
forward-looking statements. The Private Securities Litigation Reform Act of 1995 provides safe harbor
protections for forward-looking statements in order to encourage companies to provide prospective
information about their business. Forward-looking statements include, but are not limited to, statements
concerning plans, objectives, goals, strategies, future events or performance, underlying assumptions and
other statements, which are other than statements of historical facts.
Diana Shipping Inc., or the Company, desires to take advantage of the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995 and is including this cautionary statement in connection with this
safe harbor legislation. This document and any other written or oral statements made by the Company or
on its behalf may include forward-looking statements, which reflect its current views with respect to future
events and financial performance, and are not intended to give any assurance as to future results. When
used in this document, the words “believe”, “anticipate,” “intends,” “estimate,” “forecast,” “project,” “plan,”
“potential,” “will,” “may,” “should,” “expect,” “targets,” “likely,” “would,” “could,” “seeks,” “continue,”
“possible,” “might,” “pending,” and similar expressions, terms or phrases may identify forward-looking
statements.
Please note in this annual report, “we”, “us”, “our” and “the Company” all refer to Diana Shipping Inc. and
its subsidiaries, unless otherwise indicated.
The forward-looking statements in this document are based upon various assumptions, many of which are
based, in turn, upon further assumptions, including without limitation, management’s examination of
historical operating trends, data contained in its records and other data available from third
parties. Although the Company believes that these assumptions were reasonable when made, because
these assumptions are inherently subject to significant uncertainties and contingencies which are difficult
or impossible to predict and are beyond its control, the Company cannot assure you that it will achieve or
accomplish these expectations, beliefs or projections.
Such statements reflect the Company’s current views with respect to future events and are subject to
certain risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize,
or should underlying assumptions prove incorrect, actual results may vary materially from those described
herein as anticipated, believed, estimated, expected or intended. The Company is making investors aware
that such forward-looking statements, because they relate to future events, are by their very nature subject
to many important factors that could cause actual results to differ materially from those contemplated.
In addition to these important factors and matters discussed elsewhere herein, including under the heading
"Item 3. Key Information—D. Risk Factors," and in the documents incorporated by reference herein,
important factors that, in its view, could cause actual results to differ materially from those discussed in the
forward-looking statements include, but are not limited to:
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the strength of world economies;
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fluctuations in currencies, interest rates, and inflationary pressures;
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general market conditions, including fluctuations in charter hire rates and vessel values;
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changes in demand in the dry-bulk shipping industry;
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changes in the supply of vessels, including when caused by new newbuilding vessel orders or
changes to or terminations of existing orders, and vessel scrapping levels;
6
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changes in the Company's operating expenses, including bunker prices, crew costs, drydocking
and insurance costs;
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the Company’s future operating or financial results;
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availability of financing and refinancing and changes to the Company’s financial condition and
liquidity, including the Company’s ability to pay amounts that it owes and obtain additional financing
to fund capital expenditures, acquisitions and other general corporate activities and the Company’s
ability to obtain financing and comply with the restrictions and other covenants in the Company’s
financing arrangements;
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changes in governmental rules and regulations or actions taken by regulatory authorities;
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potential liability from pending or future litigation;
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compliance with governmental, tax, environmental and safety regulation, any non-compliance with
the U.S. Foreign Corrupt Practices Act of 1977 (FCPA) or other applicable regulations relating to
bribery;
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the failure of counter-parties to fully perform their contracts with the Company;
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the Company’s dependence on key personnel;
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adequacy of insurance coverage;
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the volatility of the price of the Company’s common shares;
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the Company’s incorporation under the laws of the Marshall Islands and the different rights to relief
that may be available compared to other countries, including the United States;
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general domestic and international political conditions or labor disruptions;
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the impact of port or canal congestion or disruptions;
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global or regional pandemics and its impact in the dry-bulk shipping industry;
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potential physical disruption of shipping routes due to accidents, climate-related reasons (acute and
chronic), political events, public health threats, international hostilities and instability, piracy or acts
by terrorists; and
●
other important factors described from time to time in the reports filed by the Company with the
Securities and Exchange Commission, or the SEC, including those factors discussed in “Item 3.
Key Information- D. Risk Factors” in this Annual Report on Form 20-F and the New York Stock
Exchange, or the NYSE.
This report may contain assumptions, expectations, projections, intentions and beliefs about future events.
These statements are intended as forward-looking statements. The Company may also from time to time
make forward- looking statements in other documents and reports that are filed with or submitted to the
Commission, in other information sent to the Company’s security holders, and in other written materials.
The Company also cautions that assumptions, expectations, projections, intentions and beliefs about future
events may and often do vary from actual results and the differences can be material. The Company
undertakes no obligation to publicly update or revise any forward-looking statement contained in this report,
whether as a result of new information, future events or otherwise, except as required by law.
7
PART I
Item 1. Identity of Directors, Senior Management and Advisers
Not Applicable.
Item 2. Offer Statistics and Expected Timetable
Not Applicable.
Item 3. Key Information
A. [Reserved]
B. Capitalization and Indebtedness
Not Applicable.
C. Reasons for the Offer and Use of Proceeds
Not Applicable.
D. Risk Factors
Summary of Risk Factors
The bullets below summarize the principal risk factors related to an investment in our Company.
Industry Specific Risk Factors
●
Charter hire rates for dry bulk vessels are volatile and have fluctuated significantly in the
past years, which may adversely affect our earnings, revenues and profitability and our
ability to comply with our loan covenants.
●
The current state of the global financial markets and economic conditions may adversely
impact our ability to obtain additional financing on acceptable terms and otherwise
negatively impact our business.
●
Our operating results may be affected by seasonal fluctuations.
●
Our operations expose us to global risks, such as political instability, terrorist or other
attacks, war, international hostilities, economic sanctions or other trade restrictions, and
public health concerns, which may affect the seaborne transportation industry and
adversely affect our business.
●
An increase in the price of fuel, or bunkers, may adversely affect our profits.
8
●
We are subject to complex laws and regulations, including environmental regulations that
can adversely affect the cost, manner or feasibility of doing business.
●
If our vessels call on ports located in countries or territories that are the subject of sanctions
or embargoes imposed by the U.S. government, the United Kingdom, the European Union,
the United Nations, or other governmental authorities, or engage in other such transactions
or dealings that would be violative of applicable sanctions laws, it could lead to monetary
fines or penalties and may adversely affect our reputation and the market for our securities.
●
We conduct business in China, where the legal system has inherent uncertainties that could
limit the legal protections available to us.
Company Specific Risk Factors
●
We charter some of our vessels on short-term time charters in a volatile shipping industry
and a decline in charter hire rates could affect our results of operations and our ability to
pay dividends.
●
A cyber-attack could materially disrupt our business.
●
Our earnings may be adversely affected if we are not able to take advantage of favorable
charter rates.
●
We cannot assure you that we will be able to borrow amounts under loan facilities and
restrictive covenants in our loan facilities impose financial and other restrictions on us.
●
In the highly competitive international shipping industry, we may not be able to compete for
charters with new entrants or established companies with greater resources, and as a result,
we may be unable to employ our vessels profitably.
●
Technological innovation and quality and efficiency requirements from our customers could
reduce our charter hire income and affect the demand and the value of our vessels.
●
We are a holding company, and we depend on the ability of our subsidiaries to distribute
funds to us in order to satisfy our financial obligations.
●
Because we are organized under the laws of the Marshall Islands, it may be difficult to serve
us with legal process or enforce judgments against us, our directors or our management.
Risks Relating to Our Common Stock
●
We cannot assure you that our board of directors will continue to declare dividends on
shares of our common stock in the future.
●
The market prices and trading volume of our shares of common stock may experience rapid
and substantial price volatility, which could cause purchasers of our common stock to incur
substantial losses.
●
Since we are incorporated in the Marshall Islands, which does not have a well-developed
body of corporate law, you may have more difficulty protecting your interests than
shareholders of a U.S. corporation.
9
●
As a Marshall Islands corporation and with some of our subsidiaries being Marshall Islands
entities and also having subsidiaries in other offshore jurisdictions, our operations may be
subject to economic substance requirements, which could impact our business.
●
Certain existing shareholders will be able to exert considerable influence over matters on
which our shareholders are entitled to vote.
●
Our Series B Preferred Shares are senior obligations of ours and rank prior to our common
shares with respect to dividends, distributions and payments upon liquidation, which could
have an adverse effect on the value of our common shares.
Risks Relating to Our Series B Preferred Stock
●
We may not have sufficient cash from our operations to enable us to pay dividends on our
Series B Preferred Shares following the payment of expenses and the establishment of any
reserves.
●
Our Series B Preferred Shares are subordinate to our indebtedness, and your interests could
be diluted by the issuance of additional preferred shares, including additional Series B
Preferred Shares, and by other transactions.
●
We may redeem the Series B Preferred Shares, and you may not be able to reinvest the
redemption price you receive in a similar security.
Risks Relating to Our Outstanding Warrants
●
The issuance of our common stock upon the exercise of the Warrants may depress our stock
price.
Some of the following risks relate principally to the industry in which we operate and our business in
general. Other risks relate principally to the securities market and ownership of our securities, including our
common stock, outstanding warrants and our Series B Preferred Shares. The occurrence of any of the
events described in this section could significantly and negatively affect our business, financial condition,
operating results, cash available for the payment of dividends on our shares and interest on our loan
facilities and bond, or the trading price of our securities.
Industry Specific Risk Factors
Charter hire rates for dry bulk vessels are volatile and have fluctuated significantly in the past
years, which may adversely affect our earnings, revenues and profitability and our ability to comply
with our loan covenants.
Substantially all of our revenues are derived from a single market, the dry bulk segment, and therefore our
financial results are subject to cyclicality of the dry bulk shipping industry and any attendant volatility in
charter hire rates and profitability. The degree of charter hire rate volatility among different types of dry bulk
vessels has varied widely, and time charter and spot market rates for dry bulk vessels have in the past
declined below the operating costs of vessels. When we charter our vessels pursuant to short-term time
charters, we are exposed to changes in short-term charter rates for dry bulk carriers and such changes
may affect our earnings. Fluctuations in charter rates result from changes in the supply of and demand for
vessel capacity and changes in the supply of and demand for the major commodities carried by water
internationally. Because the factors affecting the supply of and demand for vessels are outside of our
control and are unpredictable, the nature, timing, direction and degree of changes in industry conditions
are also unpredictable. We cannot assure you that we will be able to successfully charter our vessels in
10
the future or renew existing charters at rates sufficient to allow us to meet our obligations or pay any
dividends in the future. A significant decrease in charter rates would adversely affect our profitability, cash
flows and may cause vessel values to decline, and, as a result, we may have to record an impairment
charge in our consolidated financial statements which could adversely affect our financial results.
In 2025, dry bulk shipping showed mixed performance across vessel sizes. Capesizes remained the
strongest, supported by steady long-haul iron ore and bauxite trades and expectations for new projects like
Simandou. Panamax and Supramax markets softened due to increased vessel supply and weaker Chinese
demand, but Panamax activity was risen mid year driven by strong Brazilian soyabean and corn exports
from ECSA, although oversupply and softer Chinese buying still pressured rates. Ongoing conflicts,
geopolitical tensions, U.S.–China tariffs, and shifting trade policies added further uncertainty, making
scheduling and freight levels less predictable. At the same time, FuelEU Maritime and the expanding EU
ETS added cost pressure as ships calling EU ports faced stricter fuel rules and rising obligations.
Factors that influence demand for dry bulk vessel capacity include:
●
consumer and industrial products;
●
finished consumer and industrial products;
●
●
●
finished consumer and industrial products;
●
●
Russia and Ukraine and between the U.S. and its allies, and Iran, trade disruption in the Red Sea
region and fluctuations in industrial and agricultural production;
●
●
by sea for reasons including but not limited to reductions in canal capacities and geopolitical
conflicts and military responses;
●
and terrorist attacks;
●
industry bodies, such as safety and environmental regulations and requirements;
●
●
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●
●
Demand for our dry bulk oceangoing vessels is dependent upon economic growth in the world’s economies,
seasonal and regional changes in demand and changes to the capacity of the global dry bulk fleet and the
sources and supply for dry bulk cargo transported by sea. Continued adverse economic, political or social
conditions or other developments could negatively impact charter rates and therefore have a material
adverse effect on our business results, results of operations and ability to pay dividends.
Factors that influence the supply of dry bulk vessel capacity include:
●
●
●
●
political events;
●
●
●
●
or recycling rates and international scrapping or recycling regulations;
●
●
●
repairs or otherwise not available for hire;
●
●
of vessels or early obsolescence of tonnage; and
●
of vessels.
In addition to the prevailing and anticipated charter rates, factors that affect the rate of newbuilding,
scrapping and laying-up include newbuilding prices, secondhand vessel values in relation to scrap prices,
costs of bunkers and other operating costs, costs associated with classification society surveys, normal
maintenance and insurance coverage costs, the efficiency and age profile of the existing dry bulk fleet in
the market and government and industry regulation of maritime transportation practices, particularly
environmental protection laws and regulations. These factors influencing the supply of and demand for
12
shipping capacity are outside of our control, and we may not be able to correctly assess the nature, timing
and degree of changes in industry conditions.
We anticipate that the future demand for our drybulk vessels and the charter rates of the drybulk market
will be dependent upon economic recovery and growth in the United States, Europe, Japan, China, India
and the overall world economy, as well as seasonal and regional changes in demand and changes to the
capacity of the world fleet. The capacity of the world fleet may increase and economic growth may not
continue. Adverse economic, political, social or other developments could also have a material adverse
effect on our business and results of operations.
The current state of the global financial markets and economic conditions may adversely impact
our ability to obtain additional financing on acceptable terms and otherwise negatively impact our
business.
Global financial markets can be volatile and contraction in available credit may occur as economic
conditions change. In recent years, operating businesses in the global economy have faced weakening
demand for goods and services, deteriorating international liquidity conditions, and declining markets which
lead to a general decline in the willingness of banks and other financial institutions to extend credit,
particularly in the shipping industry. As the shipping industry is highly dependent on the availability of credit
to finance and expand operations, it may be negatively affected by such changes and volatility.
We face risks attendant to changes in economic environments, changes in interest rates, and instability in
the banking and securities markets around the world, among other factors which may have a material
adverse effect on our results of operations and financial condition and may cause the price of our common
shares to decline.
Global economic conditions may negatively impact the drybulk shipping industry.
Economic growth is expected to remain resilient in 2026 and 2027, despite significant challenges, as
inflation is expected to continue to ease further. However, major market disruptions and adverse changes
in market conditions and regulatory climate in China, the United States, the European Union and worldwide
may adversely affect our business or impair our ability to borrow amounts under credit facilities or any
future financial arrangements.
Chinese dry bulk imports have accounted for the majority of global dry bulk transportation growth annually
over the last decade. Accordingly, our financial condition and results of operations, as well as our future
prospects, would likely be hindered by an economic downturn in any of these countries or geographic
regions. In recent years China and India have been among the world’s fastest growing economies in terms
of gross domestic product. Although China met its official growth target of 5% in 2025, the growth of China’s
economy has a 2026 real growth target of 4.5%–5.0%, as there is a continued threat of a Chinese financial
crisis resulting from deteriorating real estate property values, excessive personal and corporate
indebtedness and “trade wars.” An economic slowdown in China, the Asia-Pacific region, or in India may
adversely affect demand for seaborne transportation of our products and our results of operations.
Moreover, any deterioration in the economy of the United States or the European Union may further
adversely affect economic growth in Asia.
The dry bulk carrier charter market remains significantly below its high in 2008, which may affect
our revenues, earnings and profitability, and our ability to comply with our loan covenants.
The abrupt and dramatic downturn in the dry bulk charter market until the beginning of 2021, from which
we derive substantially all of our revenues, severely affected the dry bulk shipping industry and our
business. The Baltic Dry Index, or the BDI, a daily average of charter rates for key dry bulk routes published
13
by the Baltic Exchange Limited, has long been viewed as the main benchmark to monitor the movements
of the dry bulk vessel charter market and the performance of the entire dry bulk shipping market. The BDI
declined 94% in 2008 from a peak of 11,793 in May 2008 to a low of 663 in December 2008 and has
remained volatile since then, reaching a record low of 290 in February 2016. In 2025, the BDI ranged from
a low of 715 to a high of 2,845 and closed at 1,972 on March 12, 2026. There can be no assurance that
the dry bulk charter market will not decline further. The decline and volatility in charter rates is due to
various factors, including the oversupply of vessels, easing of port congestion, slower demand growth and
economic and geopolitical factors. The decline and volatility in charter rates in the dry bulk market also
affects the value of our dry bulk vessels, which follows the trends of dry bulk charter rates.
Any decline in the dry bulk carrier charter market may have additional adverse consequences for our
industry, including an absence of financing for vessels, no active secondhand market for the sale of
vessels, charterers seeking to renegotiate the rates for existing time charters, and widespread loan
covenant defaults in the dry bulk shipping industry. Accordingly, the value of our common shares could be
substantially reduced or eliminated.
Worldwide inflationary pressures could negatively impact our results of operations and cash flows.
The previous year worldwide economies experienced inflationary pressures, with price increases seen
across many sectors globally. For example, the U.S. consumer price index, an inflation gauge that
measures costs across dozens of items rose 2.9% and 2.7% in December 2024 and 2025, respectively,
compared to the prior year. It remains to be seen whether inflationary pressures will increase again and to
what degree. In the event that inflation becomes a significant factor in the global economy generally and in
the shipping industry more specifically, inflationary pressures would result in increased operating, voyage
and administrative costs. Furthermore, the effects of inflation on the supply and demand of the products
we transport could alter demand for our services. Interventions in the economy by central banks in
response to inflationary pressures may slow down economic activity, including by altering consumer
purchasing habits and reducing demand for the commodities and products we carry, and cause a reduction
in trade. As a result, the volumes of goods we deliver and/or charter rates for our vessels may be affected.
Any of these factors could have an adverse effect on our business, financial condition, cash flows and
operating results.
Our operations expose us to global risks, such as political instability, terrorist or other attacks, war,
international hostilities, economic sanctions or other trade restrictions, and public health
concerns, which may affect the seaborne transportation industry and adversely affect our
business.
We are an international shipping company and primarily conduct most of our operations outside the United
States, and our business, results of operations, cash flows, financial condition and ability to pay dividends,
if any, may be adversely affected by changing economic, political and government conditions in the
countries and regions where our vessels are employed or registered. Moreover, we operate in a sector of
the economy that is likely to be adversely impacted by the effects of political conflicts, including the current
political instability in the Middle East, Ukraine, the South China Sea region and other geographic countries
and areas, geopolitical events, acts of terrorism, war or threatened war, and related international hostilities.
The response of the United States and others to terrorist attacks, as well as the threat of future terrorist
attacks around the world, continues to cause uncertainty in the world’s financial markets and may affect
our business, operating results, and financial condition. Continuing conflicts and recent developments in
Venezuela, Ukraine and the Middle East, along with increased tensions between the U.S. and China,
Russia, Iran and certain terrorist organizations, as well as the presence of U.S. or other armed forces in
various other regions, may lead to additional acts of terrorism and armed conflict around the world, which
may contribute to further economic instability in the global financial markets. As a result of the above,
insurers have increased premiums and reduced or restricted coverage for losses caused by terrorist acts
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generally. These uncertainties could also adversely affect our ability to obtain additional financing on terms
acceptable to us or at all. Any of these occurrences could have a material adverse impact on our operating
results, revenues and costs. Additionally, events in other jurisdictions could impact global markets,
including foreign exchange and securities markets; any resulting changes in currency exchange rates,
tariffs, treaties and other regulatory matters could in turn adversely impact our business and operations.
In addition, the recent armed conflict between the U.S. and its allies and Iran has led to severe disruption
and an effective shutdown of the Strait of Hormuz and further disrupted trade routes in the Red Sea and
the Gulf of Aden, which have been affected by armed attacks on ships traveling in those regions. The
continued disruption of such critical trade routes could have significant impacts in the Middle East region
and on the global economy, which may adversely impact oil markets and the demand for dry-bulk vessel
capacity and charter rates. Currently, the Company’s charter contracts, or our operations, have not been
negatively affected by the events of the Ukraine War, nor the Middle East, but trade routes have been
disrupted. It is possible that in the future third parties with whom the Company has or will have charter
contracts may be impacted by such events. The Company cannot predict what effect the higher price of
oil, refined petroleum products or certain dry-bulk commodities will have on demand, and it is possible that
the conflicts in the Ukraine, the Middle East and elsewhere could adversely affect the Company’s financial
condition, results of operations, and future performance.
Currently, the world economy faces a number of challenges, including trade tensions between the
United States and China, stabilizing growth in China, continuing threat of terrorist attacks around
the world, continuing instability and conflicts and other ongoing occurrences in the Middle East,
Ukraine, and in other geographic areas and countries, along with economic sanctions or other trade
restrictions.
In the past, political instability has also resulted in attacks on vessels, mining of waterways and other efforts
to disrupt international shipping, particularly in the Arabian Gulf region, in the Black Sea in connection with
the conflict between Russia and Ukraine, and in and around the Red Sea in connection with the conflict
between Israel and Hamas. Acts of terrorism and piracy have also affected vessels trading in regions such
as the South China Sea and the Gulf of Aden off the coast of Somalia, among others. Any of these
occurrences could have a material adverse impact on our future performance, results of operation, cash
flows and financial position.
Beginning in February of 2022, the United States, the United Kingdom and the European Union, among
other countries, announced various economic sanctions against Russia in connection with the
aforementioned conflicts in the Ukraine region, which may adversely impact our business. The ongoing
conflict could result in the imposition of further economic sanctions or new categories of export restrictions
against persons in or connected to Russia. While in general much uncertainty remains regarding the global
impact of the continuation of the conflict in Ukraine and any other potential resolution thereof, it is possible
that such tensions could adversely affect the Company’s business, financial condition, results of operation
and cash flows.
The United States has issued several Executive Orders that prohibit certain transactions related to Russia,
including the importation of certain energy products of Russian Federation origin (including crude oil,
petroleum, petroleum fuels, oils, liquefied natural gas and coal), and all new investments in Russia by U.S.
persons, among other prohibitions and export controls, and has issued numerous determinations
authorizing the imposition of sanctions on persons who operate or have operated in the energy, metals
and mining, and marine sectors of the Russian Federation economy, among others. Designations under
these sanctions programs are continuing, including in October 2025 against Lukoil and Rosneft, and certain
of their subsidiaries. Increased restrictions on these sectors, or the expansion of sanctions to new sectors,
may pose additional risks that could adversely affect our business and operations.
15
Our business could be adversely impacted by trade tariffs, trade embargoes or other economic sanctions
that limit trading activities between the United States or other countries and countries in the Middle East,
Asia or elsewhere as a result of terrorist attacks, hostilities or diplomatic or political pressures, including as
a result of the ongoing tensions involving Russia, Iran, and China and the current conflicts between Russia
and Ukraine and in the Middle East.
An increase in trade protectionism, the unravelling of multilateral trade agreements and a decrease
in the level of China’s export of goods and import of raw materials could have a material adverse
impact on our charterers’ business and, in turn, could cause a material adverse impact on our
results of operations, financial condition and cash flows.
Our operations expose us to the risk that increased trade protectionism may adversely affect our business.
Recently, government leaders have declared that their countries may turn to trade barriers to protect or
revive their domestic industries in the face of foreign imports, thereby depressing the demand for shipping.
The U.S. government has made statements and taken actions that may impact U.S. and international trade
policies, including tariffs affecting certain Chinese industries. Additionally, there is significant uncertainty
about the future relationship between the United States and China and other countries, such as Canada,
Mexico, and the European Union, among others, with respect to trade policies, treaties, government
regulations, and tariffs, some of which remain subject to legal challenge. It is unknown whether and to what
extent such tariffs will be retained, expanded, or otherwise modified by the U.S., or the effect that any such
actions or any actions taken by other countries in response will have on us or our industry. If any new
tariffs, legislation and/or regulations are implemented, or if existing trade agreements are renegotiated or,
in particular, if the U.S. government pursues additional retaliatory trade actions due to the ongoing U.S.-
China trade tension, such changes could have an adverse effect on our business, results of operations
and financial condition.
For example, beginning in April 2025, the Office of the United States Trade Representative (USTR)
implemented service fees on Chinese vessel operators and owners, as well as operators of Chinese-built
vessels, and for certain car carriers and roll-on/roll-off vessels calling at U.S. ports. Such service fees were
initially imposed as scheduled beginning on October 14, 2025, but were suspended for one year as of
November 10, 2025 as a result of broader trade negotiations between the U.S. and China. China had
imposed retaliatory service fees on U.S. vessels, which were also suspended for a period of one year on
the same date. It is unknown whether and to what extent these port fees will be reimposed following the
one-year suspension, or the effect that they might have on us or our industry generally.
Furthermore, the government of China has implemented economic policies aimed at increasing domestic
consumption of Chinese-made goods. This may have the effect of reducing the supply of goods available
for export and may, in turn, result in a decrease of demand for shipping. Many of the reforms, particularly
some limited price reforms that result in the prices for certain commodities being principally determined by
market forces, are unprecedented or experimental and may be subject to revision, change or abolition.
Restrictions on imports, including in the form of tariffs, could have a major impact on global trade and
demand for shipping. Specifically, increasing trade protectionism in the markets that our charterers serve
may cause an increase in (i) the cost of goods exported from exporting countries, (ii) the length of time
required to deliver goods from exporting countries, (iii) the costs of such delivery and (iv) the risks
associated with exporting goods. These factors may result in a decrease in the quantity of goods to be
shipped, shipping time schedules, voyage costs and other associated costs. Protectionist developments,
or the perception they may occur, may have a material adverse effect on global economic conditions, and
may significantly reduce global trade, including trade between the United States and China. These
developments would also have an adverse impact on our charterers’ business, operating results and
financial condition which could, in turn, affect our charterers’ ability to make timely charter hire payments
to us and impair our ability to renew charters and grow our business. Any of these developments could
16
have a material adverse effect on our business, results of operations and financial condition, as well as our
cash flows, including cash available for dividends to our stockholders.
Outbreaks of epidemic and pandemic diseases and governmental responses thereto could
adversely affect our business.
Our operations are subject to risks related to pandemics, epidemics or other infectious disease outbreaks
and government responses thereto.
The extent to which our business, the global economy and dry bulk transportation industry may be
negatively affected by future pandemics, epidemics or other outbreaks of infectious diseases is highly
uncertain and will depend on numerous evolving factors that we cannot predict, including, but not limited
to (i) the duration and severity of the infectious disease outbreak; (ii) the imposition of restrictive measures
to combat the outbreak and slow disease transmission; (iii) the introduction of financial support measures
to reduce the impact of the outbreak on the economy; (iv) volatility in the demand for and price of oil and
gas; (v) shortages or reductions in the supply of essential goods, services or labor; (vi) the effect such an
outbreak would have on the global business environment and the demand for the goods we transport; (vii)
governmental responses; and (viii) fluctuations in general economic or financial conditions tied to the
outbreak, such as a sharp increase in interest rates or reduction in the availability of credit. We cannot
predict the effect that any future infectious disease outbreak, pandemic or epidemic may have on our
business, results of operations and financial condition, which could be material and adverse.
Our operating results may be affected by seasonal fluctuations.
We operate our vessels in markets that have historically exhibited seasonal variations in demand and, as
a result, in charter hire rates. This seasonality may result in quarter-to-quarter volatility in our operating
results. The dry bulk carrier market is typically stronger in the fall and winter months in anticipation of
increased consumption of coal and other raw materials in the northern hemisphere during the winter
months. As China is the most significant market for dry bulk shipping, the public holidays in relation to the
Chinese New Year during the first quarter usually results in a decrease in market activity during this period.
In addition, unpredictable weather patterns in these months tend to disrupt vessel scheduling and supplies
of certain commodities. As a result, our revenues may be weaker during the fiscal quarters ending March
31 and June 30, and, conversely, our revenues may be stronger in fiscal quarters ending September 30
and December 31. While this seasonality does not directly affect our operating results, it could materially
affect our operating results to the extent our vessels are employed in the spot market in the future.
An increase in the price of fuel, or bunkers, may adversely affect our profits.
While we generally will not bear the cost of fuel or bunkers for vessels operating on time charters, fuel is a
significant factor in negotiating charter rates. As a result, an increase in the price of fuel beyond our
expectations may adversely affect our profitability at the time of charter negotiation. Fuel is also a
significant, if not the largest, expense in shipping when vessels are under voyage charter. The price and
supply of fuel is unpredictable and fluctuates based on events outside our control, including geopolitical
developments, such as the ongoing conflict between Russia and Ukraine and between the U.S. and its
allies, and Iran, supply and demand for oil and gas, actions by the Organization of Petroleum Exporting
Countries (the "OPEC"), and other oil and gas producers, war and unrest in oil producing countries and
regions, regional production patterns and environmental concerns. Any future increase in the cost of fuel
may reduce the profitability and competitiveness of our business.
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We are subject to complex laws and regulations, including environmental regulations that can
adversely affect the cost, manner or feasibility of doing business.
Our business and the operations of our vessels are materially affected by environmental regulation in the
form of international conventions, national, state and local laws and regulations in force in the jurisdictions
in which our vessels operate, as well as in the country or countries of their registration, including those
governing the management and disposal of hazardous substances and wastes, the cleanup of oil spills
and other contamination, air emissions (including greenhouse gases), water discharges and ballast water
management. These regulations include, but are not limited to, European Union regulations, the U.S. Oil
Pollution Act of 1990, requirements of the U.S. Coast Guard, or USCG and the U.S. Environmental
Protection Agency, the U.S. Clean Air Act of 1970 (including its amendments of 1977 and 1990), the U.S.
Clean Water Act, and the U.S. Maritime Transportation Security Act of 2002, and regulations of the IMO,
including the International Convention on Civil Liability for Oil Pollution Damage of 1969, the International
Convention for the Prevention of Pollution from Ships of 1973, as modified by the Protocol of 1978,
collectively referred to as MARPOL 73/78 or MARPOL, including designations of Emission Control Areas,
thereunder, the International Convention for the Safety of Life at Sea (SOLAS), the International
Convention on Load Lines of 1966, the International Convention of Civil Liability for Bunker Oil Pollution
Damage, and the International Safety Management (ISM) Code. Because such conventions, laws, and
regulations are often revised, we cannot predict the ultimate cost of complying with such requirements or
the impact thereof on the re-sale price or useful life of any vessel that we own or will acquire. Additional
conventions, laws and regulations may be adopted that could limit our ability to do business or increase
the cost of our doing business and which may materially adversely affect our operations. Government
regulation of vessels, particularly in the areas of safety and environmental requirements, continue to
change, requiring us to incur significant capital expenditures on our vessels to keep them in compliance,
or even to scrap or sell certain vessels altogether. In addition, we may incur significant costs in meeting
new maintenance and inspection requirements, in developing contingency arrangements for potential
environmental violations and in obtaining insurance coverage.
In addition, we are required by various governmental and quasi-governmental agencies to obtain certain
permits, licenses, certificates, approvals and financial assurances with respect to our operations. Our
failure to maintain necessary permits, licenses, certificates, approvals or financial assurances could require
us to incur substantial costs or temporarily suspend operation of one or more of the vessels in our fleet or
lead to the invalidation or reduction of our insurance coverage.
Environmental requirements can also affect the resale value or useful lives of our vessels, require a
reduction in cargo capacity, ship modifications or operational changes or restrictions, lead to decreased
availability of insurance coverage for environmental matters or result in the denial of access to certain
jurisdictional waters or ports, or detention in certain ports. Under local, national and foreign laws, as well
as international treaties and conventions, we could incur material liabilities, including cleanup obligations
and natural resource damages, in the event that there is a release of petroleum or hazardous substances
from our vessels or otherwise in connection with our operations. We could also become subject to personal
injury or property damage claims relating to the release of hazardous substances associated with our
existing or historic operations. Violations of, or liabilities under, environmental requirements can result in
substantial penalties, fines and other sanctions, including in certain instances, seizure or detention of our
vessels.
These numerous and sometimes conflicting laws and regulations include, among others, data privacy
requirements (in particular the European General Data Protection Regulation, enforceable as from May 25,
2018, labor relations laws, tax laws, anti-competition regulations, import and trade restrictions, export
requirements, U.S. laws such as the FCPA and other U.S. federal laws and regulations established by the
OFAC or other local laws which prohibit corrupt payments to governmental officials or certain payments or
remunerations to customers.
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Increased inspection procedures, tighter import and export controls and new security regulations
could increase costs and disrupt our business.
International shipping is subject to various security and customs inspection and related procedures in
countries of origin, destination and trans-shipment points. Under the U.S. Maritime Transportation Security
Act of 2002 (“MTSA”), the U.S. Coast Guard issued regulations requiring the implementation of certain
security requirements aboard vessels operating in waters subject to the jurisdiction of the United States
and at certain ports and facilities. These security procedures may result in cargo seizure, delays in the
loading, offloading, trans-shipment or delivery and the levying of customs duties, fines or other penalties
against us. It is possible that changes to inspection procedures could impose additional financial and legal
obligations on us. Changes to inspection procedures could also impose additional costs and obligations on
our customers and may, in certain cases, render the shipment of certain types of cargo uneconomical or
impractical. Any such changes or developments may have a material adverse effect on our business,
customer relations, financial condition and earnings.
Operational risks and damage to our vessels could adversely impact our performance.
The operation of an ocean-going vessel carries inherent risks. Our vessels and their cargoes are at risk of
being damaged or lost because of events such as marine disasters, environmental accidents, bad weather
and natural disasters or other disasters outside our control and other acts of God, business interruptions
caused by mechanical failures, grounding, fire, explosions and collisions, human error, war, terrorism,
piracy, robbery, labor strikes, boycotts and other circumstances or events. Changing economic, regulatory
and political conditions in some countries, including political and military conflicts, have from time to time
resulted in attacks on vessels, mining of waterways, piracy, terrorism, labor strikes and boycotts. Damage
to the environment could also result from our operations, particularly through spillage of fuel, lubricants or
other chemicals and substances used in operations, or extensive uncontrolled fires. These hazards may
result in death or injury to persons, loss of revenues or property, the payment of ransoms, environmental
damage, higher insurance rates, damage to our customer relationships and market disruptions, delay or
rerouting, any of which may reduce our revenue or increase our expenses and also subject us to litigation.
As a result, we could be exposed to substantial liabilities not recoverable under our insurances. Further,
the involvement of our vessels in a serious accident or the loss of any of our vessels could harm our
reputation as a safe and reliable vessel operator and lead to a loss of business. Epidemics and other public
health incidents may also lead to crew member illness, which can disrupt the operations of our vessels, or
to public health measures, which may prevent our vessels from calling on ports or discharging cargo in the
affected areas or in other locations after having visited the affected areas.
If our vessels suffer damage, they may need to be repaired at a drydocking facility. The costs of drydock
repairs are unpredictable and may be substantial. We may have to pay drydocking costs that our insurance
does not cover at all or in full. The loss of revenues while these vessels are being repaired and repositioned,
as well as the actual cost of these repairs not covered by our insurance, would decrease our earnings and
available cash and may adversely affect our business and financial condition. In addition, space at
drydocking facilities is sometimes limited and not all drydocking facilities are conveniently located. We may
be unable to find space at a suitable drydocking facility or our vessels may be forced to travel to a
drydocking facility that is not conveniently located relative to our vessels' positions. The loss of earnings
while these vessels are forced to wait for space or to travel to more distant drydocking facilities may
adversely affect our business and financial condition.
The operation of dry bulk vessels has certain unique operational risks. With a dry bulk vessel, the cargo
itself and its interaction with the ship can be a risk factor. By their nature, dry bulk cargoes are often heavy,
dense and easily shifted, and react badly to water exposure. In addition, dry bulk vessels are often
subjected to battering treatment during unloading operations with grabs, jackhammers (to pry encrusted
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cargoes out of the hold), and small bulldozers. This treatment may cause damage to the dry bulk vessel.
Dry bulk vessels damaged due to treatment during unloading procedures may be more susceptible to a
breach at sea. Hull breaches in dry bulk vessels may lead to the flooding of their holds. If flooding occurs
in the forward holds, the bulk cargo may become so waterlogged that the vessel's bulkheads may buckle
under the resulting pressure leading to the loss of the dry bulk vessel. These risks may also impact the risk
of loss of life or harm to our crew, which could harm our reputation as a safe and reliable vessel owner and
operator.
If we are unable to adequately maintain or safeguard our vessels, we may be unable to prevent these
events. Any of these circumstances or events could negatively impact our business, financial condition or
results of operations.
If our vessels call on ports located in countries or territories that are the subject of sanctions or
embargoes imposed by the U.S. government, the United Kingdom, the European Union, the United
Nations, or other governmental authorities, or engage in other such transactions or dealings that
would be violative of applicable sanctions laws, it could lead to monetary fines or penalties and
may adversely affect our reputation and the market for our securities.
Our contracts with our charterers prohibit them from causing our vessels to call on ports located in
sanctioned countries or territories or carrying cargo for entities or from countries and territories that are the
subject of sanctions. Although our charterers may, in certain cases, control the operation of our vessels,
we have monitoring processes in place to ensure our compliance with applicable economic sanctions and
embargo laws. Nevertheless, it remains possible that our charterers may cause our vessels to trade in
violation of sanctions provisions without our consent. If such activities result in a violation of applicable
sanctions or embargo laws, we could be subject to monetary fines, penalties, or other sanctions, and our
reputation and the market for our common shares could be adversely affected.
The applicable sanctions and embargo laws and regulations vary in their application, and by jurisdiction,
and do not all apply to the same covered persons or proscribe the same activities. In addition, the sanctions
and embargo laws and regulations of each jurisdiction may be amended to increase or reduce the
restrictions they impose over time, and the lists of persons and entities designated under these laws and
regulations are amended frequently. Moreover, most sanctions regimes provide that entities owned or
controlled by the persons or entities designated in such lists are also subject to sanctions. The U.S., U.K.
and EU have enacted new sanctions programs in recent years. Additional countries or territories, as well
as additional persons or entities within or affiliated with those countries or territories, have, and in the future
will, become the target of sanctions. These require us to be diligent in ensuring our compliance with
sanctions laws. Further, the U.S. has increased its focus on sanctions enforcement with respect to the
shipping sector. Current or future counterparties of ours may be affiliated with persons or entities that are
or may be in the future the subject of sanctions, embargoes or blockades imposed by the United States,
U.K., EU, and/or other international bodies. If we determine that such sanctions require us to terminate
existing or future contracts to which we, or our subsidiaries, are party or if we are found to be in violation
of such applicable sanctions, our results of operations may be adversely affected, or we may suffer
reputational harm.
As a result of Russia’s actions in Ukraine, the U.S., EU and United Kingdom, together with numerous other
countries, have imposed significant sanctions on persons and entities associated with Russia and Belarus,
as well as comprehensive sanctions on certain areas within the Donbas region of Ukraine, and such
sanctions apply to entities owned or controlled by such designated persons or entities. These sanctions
adversely affect our ability to operate in the region and also restrict parties whose cargo we may carry.
Although we believe that we have been in compliance with all applicable sanctions and embargo laws and
regulations in 2025 and up to the date of this annual report, and intend to maintain such compliance, there
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can be no assurance that we or our charterers will be in compliance in the future, particularly as the scope
of certain laws may be unclear and may be subject to changing interpretations. Any such violation could
result in fines, penalties or other sanctions that could severely impact our ability to access U.S. capital
markets and conduct our business and could result in our reputation and the markets for our securities to
be adversely affected and/or in some investors deciding, or being required, to divest their interest, or not
to invest, in us. In addition, certain institutional investors may have investment policies or restrictions that
prevent them from holding securities of companies that have contracts with countries or territories identified
by the U.S. government as state sponsors of terrorism. The determination by these investors not to invest
in, or to divest from, our shares may adversely affect the price at which our shares trade. Moreover, our
charterers may violate applicable sanctions and embargo laws and regulations as a result of actions that
do not involve us or our vessels, and those violations could in turn negatively affect our reputation. Further,
our reputation and the market for our securities may be adversely affected if, for example, we enter into
charters with individuals or entities who, pursuant to contracts with third parties, provide services to or
engage in operations associated with countries or territories that are the subject of certain U.S. sanctions
or embargo laws. Investor perception of the value of our common stock may also be adversely affected by
the consequences of war, the effects of terrorism, civil unrest and governmental actions in countries or
territories that we operate in.
The smuggling of drugs or other contraband onto our vessels may lead to governmental claims
against us.
We expect that our vessels will call in ports in areas where smugglers attempt to hide drugs and other
contraband on vessels, with or without the knowledge of crew members.
To
the extent our vessels are
found with contraband, or stowaways, whether inside or attached to the hull of our vessel and whether with
or without the knowledge of any of our crew, we may face governmental or other regulatory claims which
could have an adverse effect on our business, results of operations, cash flows and financial condition.
Under some jurisdictions, vessels used for the conveyance of illegal drugs could result in forfeiture of the
subject vessel to the government of such jurisdiction.
Maritime claimants could arrest or attach one or more of our vessels, which could interrupt our
business or have a negative effect on our cash flows.
Crew members, suppliers of goods and services to a vessel, shippers of cargo, lenders, and other parties
may be entitled to a maritime lien against a vessel for unsatisfied debts, claims or damages. In many
jurisdictions, a maritime lien holder may enforce its lien by “arresting” or “attaching” a vessel through judicial
or foreclosure proceedings. The arrest or attachment of one or more of our vessels could interrupt the cash
flow of the charterer and/or require us to pay a significant amount of money to have the arrest or attachment
lifted, which would have an adverse effect on our cash flows.
In addition, in some jurisdictions, such as South Africa, under the “sister-ship” theory of liability, a claimant
may arrest both the vessel that is subject to the claimant’s maritime lien and any “associated” vessel, which
is any vessel owned or controlled by the same owner. Claimants could try to assert “sister-ship” liability
against one vessel in our fleet for claims relating to another of our ships. Under some of our present
charters, if the vessel is arrested or detained as a result of a claim against us, we may be in default of our
charter and the charterer may suspend the payment of hire under the charter and charge us with any
additional expenses incurred during that period, which may negatively impact our revenues and cash flows.
We conduct business in China, where the legal system has inherent uncertainties that could limit
the legal protections available to us.
Some of our vessels may be chartered to Chinese customers and from time to time on our charterers'
instructions, our vessels may call on Chinese ports. Such charters and voyages may be subject to
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regulations in China that may require us to incur new or additional compliance or other administrative costs
and may require that we pay to the Chinese government new taxes or other fees. Applicable laws and
regulations in China may not be well publicized and may not be known to us or to our charterers in advance
of us or our charterers becoming subject to them, and the implementation of such laws and regulations
may be inconsistent. Changes in Chinese laws and regulations, including with regards to tax matters, or
changes in their implementation by local authorities could affect our vessels if chartered to Chinese
customers as well as our vessels calling to Chinese ports and could have a material adverse impact on our
business, financial condition and results of operations.
Governments could requisition our vessels during a period of war or emergency, resulting in a loss
of earnings.
A government could requisition one or more of our vessels for title or for hire. Requisition for title occurs
when a government takes control of a vessel and becomes her owner, while requisition for hire occurs
when a government takes control of a vessel and effectively becomes her charterer at dictated charter
rates. Generally, requisitions occur during periods of war or emergency, although governments may elect
to requisition vessels in other circumstances. Although we would be entitled to compensation in the event
of a requisition of one or more of our vessels, the amount and timing of payment would be uncertain.
Although none of our vessels have been requisitioned by a government for title or hire, a government
requisition of one or more of our vessels may negatively impact our revenues and reduce the amount of
cash we may have available for distribution as dividends to our shareholders, if any such dividends are
declared.
Failure to comply with the U.S. Foreign Corrupt Practices Act could result in fines, criminal
penalties and an adverse effect on our business.
We may operate in a number of countries throughout the world, including countries suspected to have a
risk of corruption. We are committed to doing business in accordance with applicable anti-corruption laws
and have adopted measures designed to ensure compliance with the U.S. Foreign Corrupt Practices Act
of 1977, as amended (the “FCPA”). We are subject, however, to the risk that we, our affiliated entities or
their respective officers, directors, employees and agents may take actions determined to be in violation of
such anti-corruption laws, including the FCPA. Any such violation could result in substantial fines,
sanctions, civil and/or criminal penalties, curtailment of operations in certain jurisdictions, and might
adversely affect our business, earnings or financial condition. In addition, actual or alleged violations could
damage our reputation and ability to do business. Furthermore, detecting, investigating, and resolving
actual or alleged violations is expensive and can consume significant time and attention of our senior
management.
Company Specific Risk Factors
The market values of our vessels could decline, which could limit the amount of funds that we can
borrow and could trigger breaches of certain financial covenants contained in our loan facilities,
which could adversely affect our operating results, and we may incur a loss if we sell vessels
following a decline in their market values.
While the market values of vessels and the charter market have a very close relationship as the charter
market moves from trough to peak, the time lag between the effect of charter rates on market values of
ships can vary.
The market values of our vessels have generally experienced high volatility, and you should expect the
market values of our vessels to fluctuate depending on a number of factors including:
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●
the prevailing level of charter hire rates;
●
general economic and market conditions affecting the shipping industry;
●
competition from other shipping companies and other modes of transportation;
●
the types, sizes and ages of vessels;
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the supply of and demand for vessels;
●
scrap values;
●
applicable governmental or other regulations;
●
technological advances;
●
the need to upgrade vessels as a result of charterer requirements, technological advances in vessel
design or equipment or otherwise; and
●
the cost of newbuildings.
In addition, as vessels grow older, they generally decline in value. If the market values of our vessels
decline, we may not be in compliance with certain covenants contained in our loan facilities and we may
not be able to refinance our debt or obtain additional financing or incur debt on terms that are acceptable
to us or at all. As of December 31, 2025, we were in compliance with all of the covenants in our loan
facilities. If we are not able to comply with the covenants in our loan facilities or are unable to obtain waivers
or amendments or otherwise remedy the relevant breach, our lenders could accelerate our debt and
foreclose on our vessels.
Furthermore, if we sell any of our owned vessels at a time when prices are depressed, our business, results
of operations, cash flow and financial condition could be adversely affected. Moreover, if we sell a vessel
at a time when vessel prices have fallen, the sale may be at less than the vessel's carrying amount in our
financial statements, resulting in a loss and a reduction in earnings. In addition, if vessel values decline,
we may have to record an impairment adjustment in our financial statements which could adversely affect
our financial results. Conversely, if vessel values are elevated at a time when we wish to acquire additional
vessels, the cost of acquisition may increase and this could adversely affect our business, results of
operations, cash flow and financial condition.
We charter some of our vessels on short-term time charters in a volatile shipping industry and a
decline in charter hire rates could affect our results of operations and our ability to pay dividends.
Although significant exposure to short-term time charters is not unusual in the dry bulk shipping industry,
the short-term time charter market is highly competitive and spot market charter hire rates (which affect
time charter rates) may fluctuate significantly based upon available charters and the supply of, and demand
for, seaborne shipping capacity. While the short-term time charter market may enable us to benefit in
periods of increasing charter hire rates, we must consistently renew our charters and this dependence
makes us vulnerable to declining charter rates. As a result of the volatility in the dry bulk carrier charter
market, we may not be able to employ our vessels upon the termination of their existing charters at their
current charter hire rates or at all. The dry bulk carrier charter market is volatile, and while short-term time
charter and spot market rates for some dry bulk carriers were at or below operating costs in early 2025,
conditions have improved since then. We cannot assure you that future charter hire rates will enable us to
operate our vessels profitably, or to pay dividends.
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Rising crew costs could adversely affect our results of operations.
Due to an increase in the size of the global shipping fleet, the limited supply of and increased demand for
crew has created upward pressure on crew costs. Additionally, the return of a number of Ukrainian
seafarers to their homes as a result of the ongoing war in Ukraine has reduced the number of seafarers
globally and thereby increased the pressure on crew wages. Continued higher crew costs or further
increases in crew costs could adversely affect our results of operations.
Our investment in Diana Wilhelmsen Management Limited may expose us to additional risks.
During 2015 we invested in a 50/50 joint venture with Wilhelmsen Ship Management which provides
management services to a limited number of vessels in our fleet and to affiliated companies, but our
eventual goal is to provide fleet management services to unaffiliated third-party vessel operators. While
this joint venture may provide us in the future with a potential revenue source, it may also expose us to
risks such as low customer satisfaction, increased operating costs compared to those we would achieve
for our vessels, and inability to adequately staff our vessels with crew that meets our expectations or to
maintain our vessels according to our standards, which would adversely affect our financial condition.
A cyber-attack could materially disrupt our business.
We rely on information technology systems and networks in our operations and administration of our
business, including navigation, provision of services, propulsion, machinery management, power control,
communications and cargo management. We have in place safety and security measures on our vessels
and onshore operations to protect our vessels against cyber-security attacks and any disruption to their
information systems. Information systems are vulnerable to security breaches occurred from unauthorized
access by various threat actors (e.g., hackers, terrorists, script kiddies, etc.). We rely on industry accepted
security measures and technology to securely maintain confidential and proprietary information maintained
on our information systems. However, these measures and technology may not adequately prevent
security breaches. Our business operations could be targeted by individuals or groups seeking to sabotage
or disrupt our information technology systems and networks, or to steal data. A successful cyber-attack
could materially disrupt our operations, including the safety of our operations, or lead to unauthorized
release of information or alteration of information in our systems. Any such attack or other breach of our
information technology systems could have a material adverse effect on our business and results of
operations. In addition, the unavailability of the information systems or the failure of these systems to
perform as anticipated for any reason could disrupt our business and could result in decreased
performance and increased operating costs, causing our business and results of operations to suffer. We
do not maintain cyber-liability insurance at this time to cover such losses. Any significant interruption or
failure of our information systems or any significant breach of security could adversely affect our business
and results of operations. We have taken extensive measures to enhance our security infrastructure, reform
network architecture, and implement rigorous security policies, culminating in ISO 27001 certification. Key
initiatives include conducting regular security testing, maintaining business continuity and disaster recovery
capabilities, and operating incident response programs supported by a 24/7 Security Operations Center.
We have also expanded our security awareness and training program to enhance employee vigilance
against cyber threats. Despite these improvements we cannot assure you that we will be able to
successfully thwart all future attacks without causing material and adverse effect on our business.
Moreover, our risk of cyber-attacks and other sources of security breaches and incidents may be elevated
as a result of the ongoing conflicts between Russia and Ukraine and the Israel-Hamas conflict. To the
extent such attacks have collateral effects on global critical infrastructure or financial institutions, such
developments could adversely affect our business, operating results and financial condition. At this time, it
is difficult to assess the likelihood of such a threat and any potential impact.
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As cyberattacks become increasingly sophisticated, and as tools and resources become more readily
available to attackers, including the risk associated with the use of emerging technologies, such as artificial
intelligence and quantum computing for nefarious purposes, there can be no guarantee that our actions,
security measures and controls designed to prevent, detect or respond to intrusion, to limit access to data,
to prevent destruction or alteration of data or to limit the negative impact from such attacks, can provide
absolute security against compromise. In 2025, we initiated the creation of a draft AI policy to govern the
usage of AI tools within the organization. Furthermore, we selected a training provider for an AI training
workshop to upskill employees on the risks and benefits of AI technology. While we utilize AI-driven tools
within our security stack (such as within our SIEM and SOC solutions), we continue to monitor the
regulatory environment regarding AI disclosures and, at this stage, we do not expect AI to cause increased
risk to our industry or business.
Even without actual breaches of information security, protection against increasingly sophisticated and
prevalent cyberattacks may result in significant future prevention, detection, response and management
costs, or other costs, including the deployment of additional cybersecurity technologies, engaging third-
party experts, deploying additional personnel and training employees. Further, as cyber threats are
continually evolving, our controls and procedures may become inadequate, and we may be required to
devote additional resources to modify or enhance our systems in the future. Such expenses could have a
material adverse effect on our future performance, results of operations, cash flows and financial position.
Further, in July 2023, the SEC adopted amendments to its rules on cybersecurity risk management,
strategy, governance, and incident disclosure. The amendments require us to report material cybersecurity
incidents involving our information systems and periodic reporting regarding our policies and procedures
to identify and manage cybersecurity risks, amongst other disclosures. A failure to disclosure could result
in the imposition of injunctions, fines and other penalties by the SEC. Complying with these obligations
could cause us to incur substantial costs and could increase negative publicity surrounding any
cybersecurity incident. During the year ended December 31, 2025, we did not identify any cybersecurity
threats that have materially affected or are reasonably likely to materially affect our business strategy,
results of operations, or financial condition.
For more information on our cybersecurity policies, please see “Item 16K. Cybersecurity.”
Climate change and greenhouse gas restrictions may adversely impact our operations and
markets.
Due to concern over the risk of climate change, a number of countries and the IMO have adopted, or are
considering the adoption of, regulatory frameworks to reduce greenhouse gas emissions. These regulatory
measures may include, among others, adoption of cap and trade regimes, carbon taxes, increased
efficiency standards and incentives or mandates for renewable energy. In July 2023, nations at the
International Maritime Organization’s Marine Environment Protection Committee (“MEPC”) 80 updated the
initial strategy to reduce greenhouse gas emissions from ships. The initial strategy identifies levels of
ambition to reducing greenhouse gas emissions, including (1) decreasing the carbon intensity from ships
through implementation of further phases of the Energy Efficiency Design Index (EEDI) for new ships; (2)
reducing carbon dioxide emissions per transport work, as an average across international shipping, by at
least 20% by 2030, compared to 2008 emission levels; and (3) reducing the total annual greenhouse
emissions by at least 70% by 2040 compared to 2008 while pursuing efforts towards phasing them out
entirely.
Since January 1, 2020, ships have to either remove sulfur from emissions or buy fuel with low sulfur content,
which may lead to increased costs and supplementary investments for ship owners. The interpretation of
"fuel oil used on board" includes use in main engine, auxiliary engines and boilers. We have elected to
comply with this regulation by using 0.5% sulfur fuels on board, which are available around the world but
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often at a higher cost and may result in higher costs than other companies that elected to install scrubbers
on their vessels.
In addition, although the emissions of greenhouse gases from international shipping currently are not
subject to the Kyoto Protocol to the United Nations Framework Convention on Climate Change, which
required adopting countries to implement national programs to reduce emissions of certain gases, or the
Paris Agreement (discussed further below), a new treaty may be adopted in the future that includes
restrictions on shipping emissions. Compliance with changes in laws, regulations and obligations relating
to climate change could increase our costs related to operating and maintaining our vessels and require
us to install new emission controls, acquire allowances or pay taxes related to our greenhouse gas
emissions or administer and manage a greenhouse gas emissions program. Revenue generation and
strategic growth opportunities may also be adversely affected.
Increasing scrutiny and changing expectations from investors, lenders and other market
participants with respect to our ESG policies may impose additional costs on us or expose us to
additional risks.
Companies across all industries are facing increasing scrutiny relating to their ESG policies. Investor
advocacy groups, certain institutional investors, investment funds, lenders and other market participants,
particularly those outside the United States, are increasingly focused on ESG practices and in recent years
have placed increasing importance on the implications and social cost of their investments. Companies
which do not adapt to or comply with investor, lender or other industry shareholder expectations and
standards, which are evolving, or which are perceived to have not responded appropriately to the growing
concern for ESG issues, regardless of whether there is a legal requirement to do so, may suffer from
reputational damage and the business, financial condition, and/or stock price of such a company could be
materially and adversely affected.
We may face increasing pressures from investors, future lenders and other market participants, who are
increasingly focused on climate change, to prioritize sustainable energy practices, reduce our carbon
footprint and promote sustainability. As a result, we may be required to implement more stringent ESG
procedures or standards so that our existing and future investors and lenders remain invested in us and
make further investments in us.
Additionally, certain investors and lenders may exclude companies, such as us, from their investing
portfolios altogether due to environmental, social and governance factors. These limitations in both the
debt and equity capital markets may affect our ability to grow as our plans for growth may include accessing
the equity and debt capital markets. If those markets are unavailable, or if we are unable to access
alternative means of financing on acceptable terms, or at all, we may be unable to implement our business
strategy, which would have a material adverse effect on our financial condition and results of operations
and impair our ability to service our indebtedness. Further, it is likely that we will incur additional costs and
require additional resources to monitor, report and comply with wide ranging ESG requirements. The
occurrence of any of the foregoing could have a material adverse effect on our business and financial
condition.
Moreover, from time to time, in alignment with our sustainability priorities, we may establish and publicly
announce goals and commitments in respect of certain ESG items. While we may create and publish
voluntary disclosures regarding ESG matters from time to time, many of the statements in those voluntary
disclosures are based on hypothetical expectations and assumptions that may or may not be representative
of current or actual risks or events or forecasts of expected risks or events, including the costs associated
therewith. Such expectations and assumptions are necessarily uncertain and may be prone to error or
subject to misinterpretation given the long timelines involved and the lack of an established single approach
to identifying, measuring and reporting on many ESG matters. If we fail to achieve or improperly report on
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our progress toward achieving our environmental goals and commitments, the resulting negative publicity
could adversely affect our reputation and/or our access to capital.
Our earnings may be adversely affected if we are not able to take advantage of favorable charter
rates.
We charter our dry bulk carriers to customers pursuant to short, medium or long-term time charters.
However, as part of our business strategy, the majority of our vessels are currently fixed on short to
medium-term time charters. We may extend the charter periods for additional vessels in our fleet, including
additional dry bulk carriers that we may purchase in the future, to take advantage of the relatively stable
cash flow and high utilization rates that are associated with long-term time charters. While we believe that
long-term charters provide us with relatively stable cash flows and higher utilization rates than shorter-term
charters, our vessels that are committed to long-term charters may not be available for employment on
short-term charters during periods of increasing short-term charter hire rates when these charters may be
more profitable than long-term charters.
At the expiration of our charters or if a charter terminates early for any reason or when we acquire vessels
charter-free, we will need to charter or recharter our vessels. If an excess of vessels is available on the
spot or short-term market at the time we are seeking to fix new longer-term charters, we may have difficulty
entering into such charters at all or at profitable rates and for any term other than short term and, as a
result, our cash flow may be subject to instability in the mid to long-term. In addition, it would be more
difficult to fix relatively older vessels should there be an oversupply of younger vessels on the market. A
depressed spot market may require us to enter into short-term spot charters based on prevailing market
rates, which could result in a decrease in our cash flow.
We cannot assure you that we will be able to borrow amounts under loan facilities and restrictive
covenants in our loan facilities impose financial and other restrictions on us.
Historically, we have entered into several loan agreements to finance vessel acquisitions, the construction
of newbuildings and working capital. Our ability to borrow amounts under our facilities is subject to the
execution of customary documentation relating to the facility, including security documents, satisfaction of
certain customary conditions precedent and compliance with terms and conditions included in the loan
documents. Prior to each drawdown, we are required, among other things, to provide the lender with
acceptable valuations of the vessels in our fleet confirming that the vessels in our fleet have a minimum
value and that the vessels in our fleet that secure our obligations under the facilities are sufficient to satisfy
minimum security requirements. To the extent that we are not able to satisfy these requirements, including
as a result of a decline in the value of our vessels, we may not be able to draw down the full amount under
the facilities. We will also not be permitted to borrow amounts under the facilities if we experience a change
of control.
The loan facilities also impose operating and financial restrictions on us. These restrictions may limit our
ability to, among other things:
●
pay dividends if there is a default under the loan facilities or if the payment of the dividend would
result in a default or breach of a loan covenants;
●
incur additional indebtedness, including through the issuance of guarantees;
●
change the flag, class or management of our vessels;
●
create liens on our assets;
●
sell our vessels;
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●
enter into a time charter or consecutive voyage charters that have a term that exceeds, or which
by virtue of any optional extensions may exceed a certain period;
●
merge or consolidate with, or transfer all or substantially all our assets to, another person; and
●
enter into a new line of business.
Therefore, we may need to seek permission from our lenders in order to engage in some corporate actions.
Our lenders’ interests may be different from ours and we cannot guarantee that we will be able to obtain
our lenders' permission when needed. This may limit our ability to finance our future operations, make
acquisitions or pursue business opportunities.
We cannot assure you that we will be able to refinance indebtedness incurred under our loan
facilities and bond.
We cannot assure you that we will be able to refinance our indebtedness with equity offerings or otherwise,
on terms that are acceptable to us or at all. If we are not able to refinance these amounts with the net
proceeds of equity offerings or otherwise, on terms acceptable to us or at all, we will have to dedicate a
greater portion of our cash flow from operations to pay the principal and interest of this indebtedness than
if we were able to refinance such amounts. If we are not able to satisfy these obligations, we may have to
undertake alternative financing plans. The actual or perceived credit quality of our charterers, any defaults
by them, and the market value of our fleet, among other things, may materially affect our ability to obtain
alternative financing. In addition, debt service payments under our loan facilities or alternative financing
may limit funds otherwise available for working capital, capital expenditures and other purposes. If we are
unable to meet our debt obligations, or if we otherwise default under our loan facilities or an alternative
financing arrangement, our lenders could declare the debt, together with accrued interest and fees, to be
immediately due and payable and foreclose on our fleet, which could result in the acceleration of other
indebtedness that we may have at such time and the commencement of similar foreclosure proceedings
by other lenders.
Purchasing and operating secondhand vessels may result in increased operating costs and
reduced operating days, which may adversely affect our earnings.
As part of our current business strategy to increase our owned fleet, we may acquire new and secondhand
vessels. While we rigorously inspect previously owned or secondhand vessels prior to purchase, this does
not provide us with the same knowledge about their condition and cost of any required (or anticipated)
repairs that we would have had if these vessels had been built for and operated exclusively by us.
Generally, we do not receive the benefit of warranties on secondhand vessels. Accordingly, we may not
discover defects or other problems with secondhand vessels prior to purchasing or chartering-in. Any such
hidden defects or problems may be expensive to repair and may require us to put a vessel into drydock,
which would reduce our fleet utilization and increase our operating costs. If a hidden defect or problem is
not detected, it may result in accidents or other incidents for which we may become liable to third parties.
The market prices of secondhand and newbuilt vessels also tend to fluctuate with changes in charter rates
and, if we sell the vessels, the sales prices may be less than their carrying values at that time.
In general, the costs to maintain a vessel in good operating condition increase with the age of the vessel.
As of the date of this annual report, our fleet consists of 38 vessels of which 36 vessels, owned and
chartered-in, are in operation, having a combined carrying capacity of 4.1 million dead weight tons, or dwt,
and a weighted average age of 12.3 years and two vessels are under construction. As our fleet ages, we
will incur increased costs. Older vessels are typically less fuel-efficient than more recently constructed
vessels due to improvements in engine technology. Cargo insurance rates increase with the age of a
vessel, making older vessels less desirable to charterers.
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Furthermore, governmental regulations, safety or other equipment standards related to the age of vessels
may require expenditures for alterations, or the addition of new equipment and may restrict the type of
activities in which the vessel may engage. As our vessels age, market conditions may not justify those
expenditures or enable us to operate our vessels profitably during the remainder of their useful lives. As a
result, regulations and standards could have a material adverse effect on our business, financial condition,
results of operations, cash flows and ability to pay dividends.
We are subject to certain risks with respect to our counterparties on contracts, and failure of such
counterparties to meet their obligations could cause us to suffer losses or otherwise adversely
affect our business.
We enter into, among other things, charter parties with our customers. Such agreements subject us to
counterparty risks. The ability and willingness of each of our counterparties to perform its obligations under
a contract with us will depend on a number of factors that are beyond our control and may include, among
other things, general economic conditions, the condition of the maritime and offshore industries, the overall
financial condition of the counterparty, charter rates received for specific types of vessels, work stoppages
or other labor disturbances and various expenses. Should a counterparty fail to honor its obligations under
agreements with us, we could sustain significant losses, which could have a material adverse effect on our
business, financial condition, results of operations and cash flows.
In addition, in depressed market conditions, our charterers may no longer need a vessel that is currently
under charter or may be able to obtain a comparable vessel at lower rates. As a result, charterers may
seek to renegotiate the terms of their existing charter agreements or avoid their obligations under those
contracts. Furthermore, it is possible that parties with whom we have charter contracts may be impacted
by events in Russia and Ukraine and in the Middle East, including in the Red Sea area, and any resulting
sanctions. If our charterers fail to meet their obligations to us or attempt to renegotiate our charter
agreements, it may be difficult to secure substitute employment for such vessels, and any new charter
arrangements we secure may be at lower rates. As a result, we could sustain significant losses, which
could have a material adverse effect on our business, financial condition, results of operations and cash
flows.
In the highly competitive international shipping industry, we may not be able to compete for
charters with new entrants or established companies with greater resources, and as a result, we
may be unable to employ our vessels profitably.
The operation of dry bulk vessels and transportation of dry bulk cargoes is extremely competitive and
fragmented. Competition for the transportation of dry bulk cargoes by sea is intense and depends on price,
location, size, age, condition and the acceptability of the vessel and its operators to the charterers.
Competition arises primarily from other vessel owners, some of whom have substantially greater resources
than we do. Due in part to the highly fragmented market, competitors with greater resources than us could
enter the dry bulk shipping industry and operate larger fleets through consolidations or acquisitions and
may be able to offer lower charter rates and higher quality vessels than we are able to offer. If we are
unable to successfully compete with other dry bulk shipping companies, our results of operations may be
adversely impacted.
We may be unable to attract and retain key management personnel and other employees in the
shipping industry, which may negatively impact the effectiveness of our management and results
of operations.
Our success depends to a significant extent upon the abilities and efforts of our management team. Our
success will depend upon our ability to retain key members of our management team and to hire new
members as may be necessary. The loss of any of these individuals could adversely affect our business
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prospects and financial condition. Difficulty in hiring and retaining replacement personnel could have a
similar effect. We do not currently, nor do we intend to, maintain “key man” life insurance on any of our
officers or other members of our management team.
Technological innovation and quality and efficiency requirements from our customers could
reduce our charter hire income and affect the demand and the value of our vessels.
Our customers have a high and increasing focus on quality and compliance standards with their suppliers
across the entire supply chain, including the shipping and transportation segment. Our continued
compliance with these standards and quality requirements is vital for our operations. The charter hire rates
and the value and operational life of a vessel are determined by a number of factors including the vessel’s
efficiency, operational flexibility and physical life. Efficiency includes speed, fuel economy and the ability to
load and discharge cargo quickly. Flexibility includes the ability to enter harbors, utilize related docking
facilities and pass through canals and straits. The length of a vessel’s physical life is related to its original
design and construction, its maintenance and the impact of the stress of operations. We face competition
from companies with more modern vessels having more fuel efficient designs than our vessels, or eco
vessels, and if new dry bulk vessels are built that are more efficient or more flexible or have longer physical
lives than the current vessels, competition from the current eco vessels and any more technologically
advanced vessels could adversely affect the amount of charter hire payments we receive for our vessels
and the resale value of our vessels could significantly decrease. In these circumstances, we may also be
forced to charter our vessels to less creditworthy charterers, either because top tier charters will not charter
older and less technologically advanced vessels or will only charter such vessels at lower contracted
charter rates than we are able to obtain from these less creditworthy, second tier charterers. Similarly,
technologically advanced vessels are needed to comply with environmental laws the investment in which
along with the foregoing could have a material adverse effect on charter hire payments and resale value
of vessels. This could have an adverse effect on our results of operations, cash flows, financial condition
and ability to pay dividends.
Developments in technology could also affect global trade flows and supply chains causing disruptions in
the demand for our vessels. Decreasing the cost of labor through automation and digitization and
increasing the consumers power to demand goods, technology is changing the business models and
production of goods in many industries. Consequently, supply chains are being pulled closer to the end-
customer and are required to be more responsive to changing demand patterns. As a result, fewer
intermediate and raw inputs are traded, which could lead to a decrease in shipping activity. If automation
and digitization become more commercially viable and/or production becomes more regional or local, total
dry-bulk volumes would decrease, which would adversely affect demand for our services. Supply chain
disruptions caused by geopolitical events, rising tariff barriers and environmental concerns may also
accelerate these trends.
We may not have adequate insurance to compensate us if we lose our vessels or to compensate
third parties.
We procure insurance for our fleet against risks commonly insured against by vessel owners and operators.
Our current insurance includes hull and machinery insurance, war risks insurance and protection and
indemnity insurance (which includes environmental damage and pollution insurance). We can give no
assurance that we are adequately insured against all risks or that our insurers will pay a particular claim.
Even if our insurance coverage is adequate to cover our losses, we may not be able to timely obtain a
replacement vessel in the event of a loss. Additionally, our insurers may refuse to pay particular claims and
our insurance may be voidable by the insurers if we take, or fail to take, certain action, such as failing to
maintain certification of our vessels with applicable maritime regulatory organizations. Furthermore, in the
future, we may not be able to obtain adequate insurance coverage at reasonable rates for our fleet. We
may also be subject to calls, or premiums, in amounts based not only on our own claim records but also
the claim records of all other members of the protection and indemnity associations through which we
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receive indemnity insurance coverage for tort liability. Our insurance policies also contain deductibles,
limitations and exclusions which, although we believe are standard in the shipping industry, may
nevertheless increase our costs. In addition, we do not presently carry loss-of-hire insurance, which covers
the loss of revenue during extended vessel off-hire periods, such as those that might occur during an
unscheduled drydocking due to damage to the vessel from a major accident. Accordingly, any vessel that
is off hire for an extended period of time, due to an accident or otherwise, could have a material adverse
effect on our business, results of operations and financial condition.
We are exposed to U.S. dollar and foreign currency fluctuations and devaluations that could harm
results of operations.
We generate all of our revenues in U.S. dollars but incur approximately 30% of our operating expenses
and around half of our general and administrative expenses in currencies other than the U.S. dollar,
primarily the Euro. Because a significant portion of our expenses is incurred in currencies other than the
U.S. dollar, our expenses may from time to time increase relative to our revenues as a result of fluctuations
in exchange rates, particularly between the U.S. dollar and the Euro, which could affect the amount of net
income that we report in future periods. While we historically have not mitigated the risk associated with
exchange rate fluctuations through the use of financial derivatives, we may employ such instruments from
time to time in the future in order to minimize this risk. Our use of financial derivatives would involve certain
risks, including the risk that losses on a hedged position could exceed the nominal amount invested in the
instrument and the risk that the counterparty to the derivative transaction may be unable or unwilling to
satisfy its contractual obligations, which could have an adverse effect on our results.
We depend upon a few significant customers for a large part of our revenues and the loss of one
or more of these customers could adversely affect our financial performance.
We have historically derived a significant part of our revenues from a small number of charterers. During
2025, 2024, and 2023, 29%, 11% and 13%, respectively, of our revenues were derived from two, one and
one charterers, respectively. If one or more of our charterers chooses not to charter our vessels or is unable
to perform under one or more charters with us and we are not able to find a replacement charter, we could
suffer a loss of revenues that could adversely affect our financial condition and results of operations.
We are a holding company, and we depend on the ability of our subsidiaries to distribute funds to
us in order to satisfy our financial obligations.
We are a holding company and our subsidiaries conduct all of our operations and own all of our operating
assets. We have no significant assets other than the equity interests in our subsidiaries. As a result, our
ability to satisfy our financial obligations depends on our subsidiaries and their ability to distribute funds to
us. The ability of our subsidiaries to make these distributions may become subject to restrictions contained
in those subsidiaries’ financing agreements and could be affected by a claim or other action by a third
party, including a creditor, or by Marshall Islands law which regulates the payment of dividends by
companies. If we are unable to obtain funds from our subsidiaries, we may not be able to satisfy our
financial obligations.
Certain of our vessels are owned through joint ventures that we have entered into, and our views
about the operations of those vessels may differ from our joint venture partners and adversely
affect our interest in the joint ventures.
We have entered into joint venture arrangements, pursuant to which we own minority interests in four
commissioning service operation vessels through Windward Offshore GmbH & Co. KG, in one dry bulk
vessel through Bergen Ultra, which however was sold in January 2026 and majority interests in two 7,500
cbm LPG vessels under construction through Ecogas Holding AS, scheduled for delivery in 2027. We may
enter into additional joint venture arrangements in the future. We share voting and operational control of
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these joint ventures and the operations of these vessels. Our joint venture partners may have interests that
are different from ours which may result in conflicting views as to the operation of the vessels owned by
the joint ventures or the conduct of the business of the joint ventures. We may not be able to resolve such
conflicts in our favor and such conflicts or differing views could have a material adverse effect on our
interest in these joint ventures.
Because we are organized under the laws of the Marshall Islands, it may be difficult to serve us
with legal process or enforce judgments against us, our directors or our management.
We are organized under the laws of the Marshall Islands, and substantially all of our assets are located
outside of the United States. In addition, the majority of our directors and officers are non-residents of the
United States, and all or a substantial portion of the assets of these non-residents are located outside the
United States. As a result, it may be difficult or impossible for someone to bring an action against us or
against these individuals in the United States if they believe that their rights have been infringed under
securities laws or otherwise. Even if you are successful in bringing an action of this kind, the laws of the
Marshall Islands and of other jurisdictions may prevent or restrict them from enforcing a judgment against
our assets or the assets of our directors or officers.
The international nature of our operations may make the outcome of any bankruptcy proceedings
difficult to predict.
We are incorporated under the laws of the Republic of the Marshall Islands and we conduct operations in
countries around the world. Consequently, in the event of any bankruptcy, insolvency, liquidation,
dissolution, reorganization or similar proceeding involving us or any of our subsidiaries, bankruptcy laws
other than those of the United States could apply. If we become a debtor under U.S. bankruptcy law,
bankruptcy courts in the United States may seek to assert jurisdiction over all of our assets, wherever
located, including property situated in other countries. There can be no assurance, however, that we would
become a debtor in the United States, or that a U.S. bankruptcy court would be entitled to, or accept,
jurisdiction over such a bankruptcy case, or that courts in other countries that have jurisdiction over us and
our operations would recognize a U.S. bankruptcy court’s jurisdiction if any other bankruptcy court would
determine it had jurisdiction.
If we expand our business further, we may need to improve our operating and financial systems
and will need to recruit suitable employees and crew for our vessels.
Our current operating and financial systems may not be adequate if we further expand the size of our fleet
and our attempts to improve those systems may be ineffective. In addition, if we expand our fleet further,
we will need to recruit suitable additional seafarers and shoreside administrative and management
personnel. While we have not experienced any difficulty in recruiting to date, we cannot guarantee that we
will be able to continue to hire suitable employees if we expand our fleet. If we or our crewing agents
encounter business or financial difficulties, we may not be able to adequately staff our vessels.
Any future growth will primarily depend on our ability to:
●
locate and acquire suitable vessels;
●
identify and consummate acquisitions or joint ventures;
●
enhance our customer base;
●
manage our expansion; and
●
obtain required financing on acceptable terms.
32
Growing any business by acquisition presents numerous risks, such as undisclosed liabilities and
obligations, the possibility that indemnification agreements will be unenforceable or insufficient to cover
potential losses and difficulties associated with imposing common standards, controls, procedures and
policies, obtaining additional qualified personnel, managing relationships with customers, suppliers and
integrating newly acquired assets and operations into existing infrastructure. If we are unable to grow our
financial and operating systems or to recruit suitable employees, should we decide to expand our fleet, our
financial performance may be adversely affected, among other things. We cannot give any assurance that
we will be successful in executing any future growth plans or that we will not incur significant expenses and
losses in connection with our future growth.
We may have to pay tax on U.S. source income, which would reduce our earnings.
Under the U.S. Internal Revenue Code of 1986, as amended, or the Code, 50% of the gross shipping
income of a vessel-owning or chartering corporation, such as ourselves and our subsidiaries, that is
attributable to transportation that begins or ends, but that does not both begin and end, in the United States
is characterized as U.S. source shipping income and such income is generally subject to a 4% U.S. federal
income tax without allowance for deductions, unless that corporation qualifies for exemption from tax under
Section 883 of the Code and the Treasury Regulations promulgated thereunder.
The application of the exemption under Section 883 of the Code is highly fact-dependent. There are factual
circumstances beyond our control that could cause us to lose the benefit of this tax exemption in 2025 or
any future years and thereby become subject to U.S. federal income tax on our U.S. source shipping
income. For example, in certain circumstances we may not qualify for exemption under Code Section 883
for a particular taxable year if shareholders, other than “qualified shareholders”, with a five percent or
greater interest in our common shares owned, in the aggregate, 50% or more of our outstanding common
shares for more than half the days during the taxable year. Due to the factual nature of the issues involved,
we can give no assurances on our tax-exempt status or that of any of our subsidiaries.
If we or our subsidiaries are not entitled to this exemption under Section 883 of the Code for any taxable
year, we or our subsidiaries would be subject for those years to a 4% U.S. federal income tax on our gross
U.S.-source shipping income. The imposition of this taxation could have a negative effect on our business
and would result in decreased earnings available for distribution to our shareholders, although, for the 2025
taxable year, we estimate our maximum U.S. federal income tax liability to be immaterial if we were subject
to this U.S. federal income tax. See “Item 10. Additional Information—E. Taxation" for a more
comprehensive discussion of U.S. federal income tax considerations.
U.S. federal tax authorities could treat us as a “passive foreign investment company”, which could
have adverse U.S. federal income tax consequences to U.S. shareholders.
A foreign corporation will be treated as a “passive foreign investment company”, or PFIC, for U.S. federal
income tax purposes if either (1) at least 75% of its gross income for any taxable year consists of certain
types of “passive income” or (2) at least 50% of the average value of the corporation's assets produce or
are held for the production of those types of “passive income.” For purposes of these tests, “passive
income” includes dividends, interest, gains from the sale or exchange of investment property, and rents
and royalties other than rents and royalties which are received from unrelated parties in connection with
the active conduct of a trade or business. For purposes of these tests, income derived from the
performance of services does not constitute “passive income.” U.S. shareholders of a PFIC are subject to
a disadvantageous U.S. federal income tax regime with respect to the income derived by the PFIC, the
distributions they receive from the PFIC and the gain, if any, they derive from the sale or other disposition
of their shares in the PFIC.
33
Based on our current and proposed method of operation, we do not believe that we will be a PFIC with
respect to any taxable year. In this regard, we intend to treat the gross income we derive or are deemed to
derive from our time chartering activities as services income, rather than rental income. Accordingly, we
believe that our income from our time chartering activities does not constitute “passive income,” and the
assets that we own and operate in connection with the production of that income do not constitute assets
that produce or are held for the production of “passive income”.
There is substantial legal authority supporting this position consisting of case law and U.S. Internal
Revenue Service, or “IRS”, pronouncements concerning the characterization of income derived from time
charters and voyage charters as services income for other tax purposes. However, it should be noted that
there is also authority which characterizes time charter income as rental income rather than services
income for other tax purposes. Accordingly, no assurance can be given that the IRS or a court of law will
accept this position, and there is a risk that the IRS or a court of law could determine that we are a PFIC.
Moreover, no assurance can be given that we would not constitute a PFIC for any future taxable year if the
nature and extent of our operations changed.
If the IRS or a court of law were to find that we are or have been a PFIC for any taxable year, our U.S.
shareholders would face adverse U.S. federal income tax consequences. Under the PFIC rules, unless
those shareholders make an election available under the Code (which election could itself have adverse
consequences for such shareholders), such shareholders would be subject to U.S. federal income tax at
the then prevailing U.S. federal income tax rates on ordinary income plus interest upon excess distributions
and upon any gain from the disposition of our common stock, as if the excess distribution or gain had been
recognized ratably over the shareholder's holding period of our common stock. See “Item 10. Additional
Information—E. Taxation–United States Ta xation of U.S. Holders–PFIC Status and Significant Tax
Consequences" for a more comprehensive discussion of the U.S. federal income tax consequences to U.S.
holders of our common stock if we are or were to be treated as a PFIC.
Changes in tax laws and unanticipated tax liabilities could materially and adversely affect the taxes
we pay, results of operations and financial results.
Our results of operations and financial results may be affected by tax and other initiatives around the world.
For instance, there is a high level of uncertainty in today’s tax environment stemming from global initiatives
put forth by the Organisation for Economic Co-operation and Development’s (“OECD”) two-pillar base
erosion and profit shifting project. In October 2021, members of the OECD put forth two proposals: (i) Pillar
One reallocates profit to the market jurisdictions where sales arise versus physical presence for companies
with global revenues of more than €20 billion; and (ii) Pillar Two compels multinational corporations
with €750 million or more in annual revenue to pay a global minimum tax of 15% on income received in
each country in which they operate. The reforms aim to level the playing field between countries by
discouraging them from reducing their corporate income taxes to attract foreign business investment. Over
140 countries agreed to enact the two-pillar solution to address the challenges arising from the digitalization
of the economy and, in 2024, these guidelines were declared effective and must now be enacted by those
OECD member countries. It is possible that these guidelines, including the global minimum corporate tax
rate measure of 15%, could increase the burden and costs of our tax compliance, the amount of taxes we
incur in those jurisdictions and our global effective tax rate, which could have a material adverse impact on
our results of operations and financial results.
Risks Relating to Our Common Stock
We cannot assure you that our board of directors will continue to declare dividends on shares of
our common stock in the future.
In order to position us to take advantage of market opportunities in a then-deteriorating market, our board
of directors, beginning with the fourth quarter of 2008, suspended our common stock dividend. As a result
34
of improving market conditions in 2021, our board of directors elected to declare quarterly dividends from
the fourth quarter of 2021 until the fourth quarter of 2025 and two special non-cash dividends. The actual
declaration of future cash dividends, and the establishment of record and payment dates, is subject to final
determination by our board of directors each quarter after its review of the company's financial
performance. We cannot assure you that our board of directors will declare and pay dividends going
forward. Our dividend policy is assessed by our board of directors from time to time, based on prevailing
market conditions, available cash, uses of capital, contingent liabilities, the terms of our loan facilities, our
growth strategy and other cash needs, the requirements of Marshall Islands law and other factors deemed
relevant to our board of directors. In addition, other external factors, such as when our lenders impose
restrictions on our ability to pay dividends, may affect our dividend policy. Under the terms of our
agreements, we may not be permitted to pay dividends that would result in an event of default or if an event
of default has occurred and is continuing.
Our strategy contemplates that we will finance the acquisition of additional vessels through a combination
of debt and equity financing on terms acceptable to us. If financing is not available to us on acceptable
terms, our board of directors may determine to finance or refinance acquisitions with cash from operations,
which could also reduce or even eliminate the amount of cash available for the payment of dividends.
Marshall Islands law generally prohibits the payment of dividends other than from surplus (retained
earnings and the excess of consideration received for the sale of shares above the par value of the shares),
or while a company is insolvent or would be rendered insolvent by the payment of such a dividend. We
may not have sufficient surplus in the future to pay dividends.
In addition, our ability to pay dividends to holders of our common shares will be subject to the rights of
holders of our Series B Preferred Shares, which rank senior to our common shares with respect to
dividends, distributions and payments upon liquidation. No cash dividend may be paid on our common
stock unless full cumulative dividends have been or contemporaneously are being paid or provided for on
all outstanding Series B Preferred Shares for all prior and the then-ending dividend periods. Cumulative
dividends on our Series B Preferred Shares accrue at a rate of 8.875% per annum per $25.00 stated
liquidation preference per Series B Preferred Share, subject to increase upon the occurrence of certain
events, and are payable, as and if declared by our board of directors, on January 15, April 15, July 15 and
October 15 of each year, or, if any such dividend payment date otherwise would fall on a date that is not a
business day, the immediately succeeding business day. For additional information about our Series B
Preferred Shares, please see the section entitled "Description of Registrant's Securities to be Registered"
of our registration statement on Form 8-A filed with the SEC on February 13, 2014 and incorporated by
reference herein.
The market prices and trading volume of our shares of common stock may experience rapid and
substantial price volatility, which could cause purchasers of our common stock to incur substantial
losses.
Our shares of our common stock may experience similar rapid and substantial price volatility unrelated
to our financial performance, which could cause purchasers of our common stock to incur substantial
losses, which may be unpredictable and not bear any relationship to our business and financial
performance. Extreme fluctuations in the market price of our common stock may occur in response to
strong and atypical retail investor interest, including on social media and online forums, the direct
access by retail investors to broadly available trading platforms, the amount and status of short interest
in our common stock and our other securities, access to margin debt, trading in options and other
derivatives on our shares of common stock and any related hedging and other trading factors:
If there is extreme market volatility and trading patterns in our common stock, it may create several
risks for purchasers of our shares, including the following:
35
●
the market price of our common stock may experience rapid and substantial increases or
decreases unrelated to our operating performance or prospects, or macro or industry
fundamentals;
●
if our future market capitalization reflects trading dynamics unrelated to our financial
performance or prospects, purchasers of our common stock could incur substantial losses
as prices decline once the level of market volatility has abated;
●
if the future market price of our common stock declines, purchasers of shares of common
stock may be unable to resell such shares at or above the price at which they acquired them.
We cannot assure such purchasers that the market of our common stock will not fluctuate
or decline significantly in the future, in which case investors could incur substantial losses.
Further, we may incur rapid and substantial increases or decreases in our common stock price in the
foreseeable future that may not coincide in timing with the disclosure of news or developments by or
affecting us. Accordingly, the market price of our common stock may fluctuate dramatically, and may
decline rapidly, regardless of any developments in our business. Overall, there are various factors,
many of which are beyond our control, that could negatively affect the market price of our common
stock or result in fluctuations in the price or trading volume of our common stock, including:
●
actual or anticipated variations in our annual or quarterly results of operations, including our
earnings estimates and whether we meet market expectations with regard to our earnings;
●
our ability to pay dividends or other distributions;
●
publication of research reports by analysts or others about us or the shipping industry in
which we operate which may be unfavorable, inaccurate, inconsistent or not disseminated
on a regular basis;
●
changes in market valuations of similar companies;
●
market reaction to any additional equity, debt or other securities that we may issue in the
future, and which may or may not dilute the holdings of our existing stockholders;
●
additions or departures of key personnel;
●
actions by institutional or significant stockholders;
●
short interest in our common stock or our other securities and the market response to such
short interest;
●
the dramatic increase in the number of individual holders of our common stock and their
participation in social media platforms targeted at speculative investing;
●
speculation in the press or investment community about our company or industries in which
we operate;
●
strategic actions by us or our competitors, such as strategic alliances, acquisitions or other
investments;
●
legislative, administrative, regulatory or other actions affecting our business, our industry;
●
investigations, proceedings, or litigation that involve or affect us;
36
●
the occurrence of any of the other risk factors included in this annual report; and
●
general state of the securities markets, and general market and economic conditions.
Since we are incorporated in the Marshall Islands, which does not have a well-developed body of
corporate law, you may have more difficulty protecting your interests than shareholders of a U.S.
corporation.
Our corporate affairs are governed by our amended and restated articles of incorporation and bylaws and
by the Marshall Islands Business Corporations Act, or the BCA. The provisions of the BCA resemble
provisions of the corporation laws of a number of states in the United States. However, there have been
few judicial cases in the Marshall Islands interpreting the BCA. The rights and fiduciary responsibilities of
directors under the laws of the Marshall Islands are not as clearly established as the rights and fiduciary
responsibilities of directors under statutes or judicial precedent in existence in the United States. The rights
of shareholders of the Marshall Islands may differ from the rights of shareholders of companies
incorporated in the United States. While the BCA provides that it is to be interpreted according to the laws
of the State of Delaware and other states with substantially similar legislative provisions, there have been
few, if any, court cases interpreting the BCA in the Marshall Islands and we cannot predict whether Marshall
Islands courts would reach the same conclusions as U.S. courts. Thus, you may have more difficulty in
protecting your interests in the face of actions by the management, directors or controlling shareholders
than would shareholders of a corporation incorporated in a U.S. jurisdiction which has developed a
relatively more substantial body of case law.
We are a “foreign private issuer” under the NYSE rules, and as such we are entitled to exemption
from certain NYSE corporate governance standards, and you may not have the same protections
afforded to shareholders of companies that are subject to all of the NYSE corporate governance
requirements.
We are a “foreign private issuer” under the securities laws of the United States and the rules of the NYSE.
Under the securities laws of the United States, “foreign private issuers” are subject to different disclosure
requirements than U.S. domiciled registrants, as well as different financial reporting requirements. Under
the NYSE rules, a “foreign private issuer” is subject to less stringent corporate governance requirements.
Subject to certain exceptions, the rules of the NYSE permit a “foreign private issuer” to follow its home
country practice in lieu of the listing requirements of the NYSE.
Accordingly, you may not have the same protections afforded to shareholders of companies that are subject
to all of the NYSE corporate governance requirements. For a list of the practices followed by us in lieu of
NYSE’s corporate governance rules, we refer you to the section of this annual report entitled "Corporate
Governance" under Item 16G.
As a Marshall Islands corporation and with some of our subsidiaries being Marshall Islands entities
and also having subsidiaries in other offshore jurisdictions, our operations may be subject to
economic substance requirements, which could impact our business.
We are a Marshall Islands corporation and some of our subsidiaries are Marshall Islands entities. The
Marshall Islands has enacted economic substance laws and regulations with which we may be obligated
to comply. We believe that we and our subsidiaries are compliant with the Marshall Islands economic
substance requirements. However, if there were a change in the requirements or interpretation thereof, or
if there were an unexpected change to our operations, any such change could result in noncompliance with
the economic substance legislation and related fines or other penalties, increased monitoring and audits,
and dissolution of the non-compliant entity, which could have an adverse effect on our business, financial
condition or operating results.
37
EU Finance ministers rate jurisdictions for tax rates and tax transparency, governance and real economic
activity. Countries that are viewed by such finance ministers as not adequately cooperating, including by
not implementing sufficient standards in respect of the foregoing, may be put on a “grey list” or a “blacklist”.
Effective as of October 17, 2023 the Marshall Islands has been designated as a cooperating jurisdiction
for tax purposes. If the Marshall Islands is added to the list of non-cooperative jurisdictions in the future
and sanctions or other financial, tax or regulatory measures were applied by European Member States to
countries on the list or further economic substance requirements were imposed by the Marshall Islands,
our business could be harmed.
Certain existing shareholders will be able to exert considerable influence over matters on which
our shareholders are entitled to vote.
As of the date of this annual report, Ms. Semiramis Paliou, our Chief Executive Officer and Director,
beneficially owns 27,809,560 shares, or approximately 21.5% of our outstanding common stock, which is
held indirectly through entities over which she exercises sole voting power. Ms. Paliou controls 10,675
shares of Series C Preferred Stock, par value $0.01 per share, issued on January 31, 2019, and 400 shares
of Series D Preferred Stock, issued on June 22, 2021. The Series C Preferred Stock vote with our common
shares and each share of the Series C Preferred Stock entitles the holder thereof to 1,000 votes on all
matters submitted to a vote of the common stockholders of the Issuer. The Series D Preferred Stock vote
with the common shares of the Company, and each share of the Series D Preferred Stock entitles the
holder thereof to up to 200,000 votes, on all matters submitted to a vote of the stockholders of the Company,
provided however, that to the extent the total number of votes one or more holders of Series D Preferred
Stock is entitled to vote (including any voting power of such holders derived from Series D Preferred Stock,
shares of Common Stock or any other voting security of the Company issued and outstanding as of the
date hereof or that may be issued in the future) on any matter submitted to a vote of stockholders of the
Company would exceed 36% of the total number of votes eligible to be cast on such matter, the total
number of votes that holders of Series D Preferred Stock may exercise derived from the Series D Preferred
Stock together with Common Shares and any other voting securities of the Company beneficially owned
by such holder, shall be reduced to 36% of the total number of votes entitled to vote on any matter put to
stockholders of the Company. Through her beneficial ownership of common shares and shares of Series
C Preferred Stock and Series D Preferred Stock, Ms. Paliou controls 36% of the vote of any matter
submitted to the vote of the common shareholders. Please see "Item 7. Major Shareholders and Related
Party Transactions—A. Major Shareholders." While Ms. Paliou and the entities controlled by Ms. Paliou
have no agreement, arrangement or understanding relating to the voting of their shares of our common
stock, they are able to influence the outcome of matters on which our shareholders are entitled to vote,
including the election of directors and other significant corporate actions. This concentration of ownership
may have the effect of delaying, deferring or preventing a change in control, merger, consolidation,
takeover or other business combination. This concentration of ownership could also discourage a potential
acquirer from making a tender offer or otherwise attempting to obtain control of us, which could in turn have
an adverse effect on the market price of our shares. So long as our Chief Executive Officer continues to
own a significant amount of our equity, even though the amount held by her represents less than 50% of
our voting power, she will continue to be able to exercise considerable influence over our decisions. The
interests of these shareholders may be different from your interests.
Future sales of our common stock could cause the market price of our common stock to decline.
Our amended and restated articles of incorporation authorize us to issue up to 1,000,000,000 shares of
common stock, of which, as of December 31, 2025, 115,787,434 shares were outstanding. The number of
shares of common stock available for sale in the public market is limited by restrictions applicable under
securities laws and agreements that we and our executive officers, directors and principal shareholders
have entered into.
38
Sales of a substantial number of shares of our common stock in the public market, or the perception that
these sales could occur, may depress the market price for our common stock. These sales could also
impair our ability to raise additional capital through the sale of our equity securities in the future.
Anti-takeover provisions in our organizational documents could make it difficult for our
shareholders to replace or remove our current board of directors or have the effect of discouraging,
delaying or preventing a merger or acquisition, which could adversely affect the market price of
our common stock.
Several provisions of our amended and restated articles of incorporation and bylaws could make it difficult
for our shareholders to change the composition of our board of directors in any one year, preventing them
from changing the composition of management. In addition, the same provisions may discourage, delay or
prevent a merger or acquisition that shareholders may consider favorable.
These provisions include:
●
authorizing our board of directors to issue “blank check” preferred stock without shareholder
approval;
●
providing for a classified board of directors with staggered, three-year terms;
●
prohibiting cumulative voting in the election of directors;
●
authorizing the removal of directors only for cause and only upon the affirmative vote of the
holders of a majority of the outstanding shares of our common stock entitled to vote for the
directors;
●
prohibiting shareholder action by written consent;
●
limiting the persons who may call special meetings of shareholders; and
●
establishing advance notice requirements for nominations for election to our board of directors
or for proposing matters that can be acted on by shareholders at shareholder meetings.
In addition, we have adopted an Amended and Restated Stockholders Rights Agreement, dated February
2, 2024, pursuant to which our board of directors may cause the substantial dilution of any person that
attempts to acquire us without the approval of our board of directors. See “Item 10. Additional Information-
B. Memorandum and Articles of Association-Stockholders Rights Agreement.”
These anti-takeover provisions, including provisions of our Stockholders Rights Agreement, could
substantially impede the ability of public shareholders to benefit from a change in control and, as a result,
may adversely affect the market price of our common stock and your ability to realize any potential change
of control premium.
Our Series B Preferred Shares are senior obligations of ours and rank prior to our common shares
with respect to dividends, distributions and payments upon liquidation, which could have an
adverse effect on the value of our common shares.
The rights of the holders of our Series B Preferred Shares rank senior to the obligations to holders of our
common shares. Upon our liquidation, the holders of Series B Preferred Shares will be entitled to receive
a liquidation preference of $25.00 per share, plus all accrued but unpaid dividends, prior and in preference
to any distribution to the holders of any other class of our equity securities, including our common shares.
39
The existence of the Series B Preferred Shares could have an adverse effect on the value of our common
shares.
Risks Relating to Our Series B Preferred Stock
We may not have sufficient cash from our operations to enable us to pay dividends on our Series
B Preferred Shares following the payment of expenses and the establishment of any reserves.
We pay quarterly dividends on our Series B Preferred Shares only from funds legally available for such
purpose when, as and if declared by our board of directors. We may not have sufficient cash available
each quarter to pay dividends. The amount of dividends we can pay on our Series B Preferred Shares
depends upon the amount of cash we generate from and use in our operations, which may fluctuate.
The amount of cash we have available for dividends on our Series B Preferred Shares will not depend
solely on our profitability. The actual amount of cash we have available to pay dividends on our Series B
Preferred Shares depends on many factors, including the following:
●
changes in our operating cash flow, capital expenditure requirements, working capital requirements
and other cash needs;
●
restrictions under our existing or future credit facilities or any future debt securities on our ability to
pay dividends if an event of default has occurred and is continuing or if the payment of the dividend
would result in an event of default, or under certain facilities if it would result in the breach of certain
financial covenants;
●
the amount of any cash reserves established by our board of directors; and
●
restrictions under Marshall Islands law, which generally prohibits the payment of dividends other
than from surplus (retained earnings and the excess of consideration received for the sale of shares
above the par value of the shares) or while a company is insolvent or would be rendered insolvent
by the payment of such a dividend.
The amount of cash we generate from our operations may differ materially from our net income or loss for
the period, which is affected by non-cash items, and our board of directors in its discretion may elect not
to declare any dividends. As a result of these and the other factors mentioned above, we may pay dividends
during periods when we record losses and may not pay dividends during periods when we record net
income.
The Series B Preferred Shares represent perpetual equity interests.
The Series B Preferred Shares represent perpetual equity interests in us and, unlike our indebtedness, will
not give rise to a claim for payment of a principal amount at a particular date. As a result, holders of the
Series B Preferred Shares may be required to bear the financial risks of an investment in the Series B
Preferred Shares for an indefinite period of time. In addition, the Series B Preferred Shares will rank junior
to all our indebtedness and other liabilities, and to any other senior securities we may issue in the future
with respect to assets available to satisfy claims against us.
Our Series B Preferred Shares are subordinate to our indebtedness, and your interests could be
diluted by the issuance of additional preferred shares, including additional Series B Preferred
Shares, and by other transactions.
Our Series B Preferred Shares are subordinated to all of our existing and future indebtedness. Therefore,
our ability to pay dividends on, redeem or pay the liquidation preference on our Series B Preferred Shares
40
in liquidation or otherwise may be subject to prior payments due to the holders of our indebtedness. Our
existing indebtedness restricts, and our future indebtedness may include restrictions on, our ability to pay
dividends on or redeem preferred shares. Our amended and restated articles of incorporation currently
authorize the issuance of up to 50,000,000 preferred shares, par value $0.01 per share. Of these preferred
shares, 1,000,000 shares have been designated Series A Participating Preferred Stock, 5,000,000 shares
have been designated Series B Preferred Shares, 10,675 are designated as Series C Preferred Shares
and 400 are designated as Series D Preferred Shares. The Series B Preferred Shares are senior in rank
to the Series A Participating Preferred Shares. The issuance of additional Series B Preferred Shares or
other preferred shares on a parity with or senior to the Series B Preferred Shares would dilute the interests
of holders of our Series B Preferred Shares, and any issuance of preferred shares senior to our Series B
Preferred Shares or of additional indebtedness could affect our ability to pay dividends on, redeem or pay
the liquidation preference on our Series B Preferred Shares. The Series B Preferred Shares do not contain
any provisions affording the holders of our Series B Preferred Shares protection in the event of a highly
leveraged or other transaction, including a merger or the sale, lease or conveyance of all or substantially
all our assets or business, which might adversely affect the holders of our Series B Preferred Shares, so
long as the rights of our Series B Preferred Shares are not directly materially and adversely affected.
We may redeem the Series B Preferred Shares, and you may not be able to reinvest the redemption
price you receive in a similar security.
Since February 14, 2019, we may, at our option, redeem Series B Preferred Shares, in whole or in part, at
any time or from time to time. We may have an incentive to redeem Series B Preferred Shares voluntarily
if market conditions allow us to issue other preferred shares or debt securities at a rate that is lower than
the dividend on the Series B Preferred Shares. If we redeem Series B Preferred Shares, then from and
after the redemption date, your dividends will cease to accrue on your Series B Preferred Shares, your
Series B Preferred Shares shall no longer be deemed outstanding and all your rights as a holder of those
shares will terminate, except the right to receive the redemption price plus accumulated and unpaid
dividends, if any, payable upon redemption. If we redeem the Series B Preferred Shares for any reason,
you may not be able to reinvest the redemption price you receive in a similar security.
Market interest rates may adversely affect the value of our Series B Preferred Shares.
One of the factors that may influence the price of our Series B Preferred Shares is the dividend yield on
the Series B Preferred Shares (as a percentage of the price of our Series B Preferred Shares) relative to
market interest rates. An increase in market interest rates, which are currently at low levels relative to
historical rates, may lead prospective purchasers of our Series B Preferred Shares to expect a higher
dividend yield, and higher interest rates would likely increase our borrowing costs and potentially decrease
funds available for distribution. Accordingly, higher market interest rates could cause the market price of
our Series B Preferred Shares to decrease.
As a holder of Series B Preferred Shares you have extremely limited voting rights.
Your voting rights as a holder of Series B Preferred Shares are extremely limited. Our common shares are
the only outstanding class or series of our shares carrying full voting rights. Holders of Series B Preferred
Shares have no voting rights other than the ability, subject to certain exceptions, to elect one director if
dividends for six quarterly dividend periods (whether or not consecutive) payable on our Series B Preferred
Shares are in arrears and certain other limited protective voting rights.
Our ability to pay dividends on and to redeem our Series B Preferred Shares is limited by the
requirements of Marshall Islands law.
Marshall Islands law provides that we may pay dividends on and redeem the Series B Preferred Shares
only to the extent that assets are legally available for such purposes. Legally available assets generally are
41
limited to our surplus, which essentially represents our retained earnings and the excess of consideration
received by us for the sale of shares above the par value of the shares. In addition, under Marshall Islands
law we may not pay dividends on or redeem Series B Preferred Shares if we are insolvent or would be
rendered insolvent by the payment of such a dividend or the making of such redemption.
The amount of your liquidation preference is fixed and you will have no right to receive any greater
payment regardless of the circumstances.
The payment due upon liquidation is fixed at the redemption preference of $25.00 per share plus
accumulated and unpaid dividends to the date of liquidation. If, in the case of our liquidation, there are
remaining assets to be distributed after payment of this amount, you will have no right to receive or to
participate in these amounts. Furthermore, if the market price for your Series B Preferred Shares is greater
than the liquidation preference, you will have no right to receive the market price from us upon our
liquidation.
Risks Relating to Our Outstanding Warrants
The issuance of our common stock upon the exercise of the Warrants may depress our stock price.
As of December 31, 2025, we have issued 9.9 million shares of common stock and we could issue up
to 27.1 million additional shares of common stock in connection with the exercise of the Warrants. The
issuances of the shares of common stock upon exercise of the Warrants and the resale of such shares
after their issuance, or the perception that such sales could occur, could result in downward pressure on
our stock price and could impact our ability to raise capital through the sale of additional shares in the
future. See “Item 4. Information on the Company— A. History and development of the Company— Warrant
Distribution" for a more detailed discussion of our Warrants.
Item 4. Information on the Company
A. History and development of the Company
Diana Shipping Inc. is a holding company incorporated under the laws of Liberia in March 1999 as Diana
Shipping Investments Corp. In February 2005, the Company’s articles of incorporation were amended.
Under the amended and restated articles of incorporation, the Company was renamed Diana Shipping Inc.
and was re-domiciled from the Republic of Liberia to the Republic of the Marshall Islands. Our executive
offices are located at Pendelis 16, 175 64 Palaio Faliro, Athens, Greece. Our telephone number at this
address is +30-210-947-0100. Our agent and authorized representative in the United States is our wholly
owned subsidiary, Bulk Carriers (USA) LLC, established in September 2006, in the State of Delaware,
which is located at 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808. The SEC maintains an
Internet site that contains reports, proxy and information statements, and other information regarding
issuers that file electronically with the SEC. The address of the SEC's Internet site is http://www.sec.gov.
The address of the Company's Internet site is
http://www.dianashippinginc.com
. The information contained
on or connected to our website is not part of this annual report.
Recent Developments
Genco Acquisition Proposal
During 2025, we acquired 6,413,151 shares of common stock of Genco Shipping and Trading Limited, or
Genco, representing approximately 14.8% of Genco’s outstanding shares for $103.5 million. On November
24, 2025, we submitted to Genco’s board of directors a proposal to acquire all of the outstanding shares of
Genco we did not already own for a price of $20.60 per share in cash. On January 16, 2026, following
42
Genco’s rejection of our proposal we announced our intention to nominate a slate of independent director
candidates for election on the Genco board. On March 6, 2026, we increased our offer to $23.50 per share
in cash. This acquisition proposal would be financed by a $1.43 billion fully committed facility arranged by
DNB Carnegie and Nordea, and with participation of other international banks. Also on March 6, 2026,
Diana entered into a definitive agreement with Star Bulk Carriers Corp., or Star Bulk, to acquire 16 vessels
of Genco for $470.5 million in cash upon, and subject to, the consummation of an acquisition of Genco by
Diana.
Joint Venture Agreements
In November 2023, we entered into a joint venture agreement, with two unrelated companies to form
Windward Offshore GmbH & Co. KG, or Windward, for the purpose of establishing and operating an
offshore wind vessel company. We agreed to contribute Euro 25.0 million, being 45.45% of Windward’s
capital, to construct two CSOVs. In January 2024, we increased our commitment to Euro 50.0 million, being
45.87% of Windward’s capital in order for the partnership to place orders for two additional CSOVs. On
May 5, 2025, a new partner was admitted to Windward which reduced our ownership percentage to 34%.
In 2023, 2024 and 2025, we invested Euro 9.7 million or $10.3 million, Euro 25.0 million or $27.1 million
and Euro 7.6 million or $8.0 million, respectively and in 2025 after the admission of the new partner, we
received Euro 3.1 million or $3.5 million, as return of capital. As of the date of this annual report, we invested
Euro 1.3 million or $1.5 million and the remaining commitment amounts to Euro 9.4 million.
On March 12, 2025, we entered into a joint venture agreement with an unrelated party to establish Ecogas
Holding AS, pursuant to which we agreed to contribute $18.5 million, being 80.0% interests of two LPG
newbuilding vessels with delivery in 2027. During 2025, we invested $10.2 million out of the total
commitment.
In November 2025, Bergen Ultra LP, a limited partnership in which we have 25% interest, agreed to sell to
an unrelated third party, the vessel DSI Drammen, for $26.4 million. The vessel was delivered to her new
owners on January 9, 2026 and we received $3.7 million as return of capital.
Tender offer
In December 2024, we announced the commencement of a tender offer to purchase up to 15,000,000
shares, or about 12.0%, of our outstanding common stock using funds available from cash and cash
equivalents at a price of $2.00 per share. The tender offer was settled on January 7, 2025 and we
purchased a total of 11,442,645 shares of common stock for an aggregate amount of $23.0 million.
Dividends
On March 21, 2025, we paid a cash dividend of $0.01 per share, or $1.2 million, to all shareholders of
record as of March 12, 2025.
On June 24, 2025, we paid a cash dividend of $0.01 per share, or $1.2 million, to shareholders of record
as of June 17, 2025.
On September
11
, 2025, we paid a cash dividend of $0.01 per share, or $1.2 million, to shareholders of
record as of August 21, 2025.
On December 17, 2025, we paid a cash dividend of $0.01 per share, or $1.2 million, to shareholders of
record as of December 8, 2025.
On February 26, 2026, we declared a cash dividend of $0.01 per share, or $1.2 million, payable on March
18, 2026 to shareholders of record as of March 11, 2026.
43
Loans
On September 29, 2025, we signed a $55 million six-year secured term loan facility with National Bank of
Greece S.A. The full amount was drawn down immediately. The new loan maturing in September 2031 is
secured by five vessels.
Warrant Distribution
On December 14, 2023, we issued warrants to purchase common shares (the “Warrants”) to the holders
of record of Common Stock as of the close of business on December 6, 2023 (the “Record Date”) on the
terms and conditions described in the Warrant Agreement (as defined below and attached as exhibit 2.10
to this annual report). Each holder received one Warrant for every five shares of issued and outstanding
shares of common stock held as of the Record Date (rounded down to the nearest whole number for any
fractional Warrant). Each Warrant entitles the holder to purchase, at the holder’s sole and exclusive
election, at the exercise price, one share of common stock, subject to adjustments, plus to the extent
described below, the Bonus Share Fraction. A Bonus Share Fraction entitles a holder to receive an
additional 0.5 of a share of common stock for each Warrant exercised (the “Bonus Share Fraction”) without
payment of any additional exercise price, also subject to adjustments. Since the dividend ex-Date on March
11
, 2026, each Warrant entitles the holder to purchase 1.12097 shares of common stock plus the Bonus
Share Fraction adjusted to 0.56050 of a share of common stock for each Warrant exercised.
The right to receive the Bonus Share Fraction will expire at 5:00 p.m. New York City time (the “Bonus Share
Expiration Date”) upon the earlier of (i) the date specified by the Registrant upon not less than 20 business
days’ notice and (ii) the first business day following the last day of the first 30 consecutive trading day
period in which the daily VWAP of the shares of common stock has been at least equal to the then
applicable trigger price for at least 20 trading days (whether or not consecutive) (the “Bonus Price
Condition”). Any Warrant exercised with an exercise date after the Bonus Share Expiration Date will not be
entitled to any Bonus Share Fraction. The Company will make a public announcement of the Bonus Share
Expiration Date (i) at least 20 business days prior to such date, in the case of the Company setting a Bonus
Share Expiration Date and (ii) prior to market open on the Bonus Share Expiration Date in the case of a
Bonus Price Condition.
Unless earlier redeemed, the Warrants will expire and cease to be exercisable at 5:00 p.m. New York City
time on December 14, 2026 (the “Expiration Date”).
In connection with the Warrant distribution, we filed a prospectus supplement, dated December 14, 2023,
pursuant to a shelf registration statement on Form F-3 declared effective on July 9, 2021, registering up to
33,919,605 shares of common stock to be issued upon exercise of the Warrants under the Securities Act
of 1933, as amended. The shelf registration statement on Form F-3 declared effective on July 9, 2021
expired and the Warrant distribution is now being offered pursuant to our existing shelf registration
statement on Form F-3 declared effective on September 9, 2024.
The Warrants commenced trading on the New York Stock Exchange under the ticker “DSX WS” on
December 14, 2023.
As of the date of this annual report, out of the 22,613,070 Warrants distributed in this transaction, 6,410,343
Warrants have been exercised and 9,866,677 common shares have been issued.
Appointment of new Co-Chief Financial Officer
Effective January 17, 2025, we appointed Ms. Maria Dede as the Company’s Co-Chief Financial Officer.
In addition, effective January 1, 2026, she was appointed Co-Chief Financial Officer and Treasurer.
44
Effective January 1, 2026, Mr. Ioannis Zafirakis is the Company’s President, Mr. Evangelos Sfakiotakis is
the Company’s Chief Technical Investment Officer and Ms. Margarita Veniou is the Company’s Secretary
and Corporate Contact.
Vessels under construction
In February 2024, we signed an agreement with an unaffiliated third party, for the construction of two 81,200
dwt methanol dual fuel new-building Kamsarmax dry bulk vessels to be built at Tsuneishi Group (Zhoushan)
Shipbuilding Inc., China. The vessels are expected to be delivered to the Company by the second half of
2027 and the first half of 2028.
Vessel acquisitions
In August 2022, we entered into a master agreement with an unaffiliated third party, to acquire nine
Ultramax vessels for an aggregate purchase price of $330 million, of which $220 million payable in cash
and $110 million through an aggregate of 18,487,393 newly issued common shares, issuable on the
delivery of each vessel. In addition to the master agreement, we also entered into nine separate
memoranda of agreement for the acquisition of each vessel and issued nine warrants to the seller, for the
issuance of the shares, exercisable on the delivery date of each vessel. We took delivery of eight vessels
in December 2022 and the ninth vessel in January 2023.
Vessel disposals
In June 2025, we agreed to sell to an unrelated third party, the vessel Selina, for $11.8 million. The vessel
was delivered to her new owners on July 15, 2025.
In February 2025, we agreed to sell to an unrelated third party, the vessel Alcmene, for $11.9 million. The
vessel was delivered to her new owners on March 13, 2025.
In February 2024, we agreed to sell to an unrelated third party, the vessel Houston, for $23.3 million. The
vessel was delivered to her new owners on September 4, 2024.
In January 2024, we agreed to sell to an unrelated third party, the vessel Artemis, for the purchase price
of $13.0 million. The vessel was delivered to her new owners on March 5, 2024.
In October 2023, we agreed to sell to an unrelated third party, the vessel Boston, for $18.0 million. The
vessel was delivered to her new owners on December 6, 2023.
In February 2023, we agreed to sell to OceanPal, a related party, the vessel Melia, for $14.0 million, of
which $4.0 million was paid in cash and $10.0 million through 13,157 of OceanPal Series D Convertible
Preferred Shares. The vessel was delivered to her new owners on February 8, 2023.
In January 2023, we agreed to sell to an unrelated third party, the vessel Aliki, for $15.08 million. The
vessel was delivered to her new owners on February 8, 2023.
B. Business overview
We specialize in the ownership and bareboat charter-in of dry bulk vessels, determined as one business
segment. Each of our vessels is owned through a separate wholly-owned subsidiary.
As of the date of this report, our fleet consisted of 38 vessels of which 36 in operation, owned and chartered-
45
in, having a combined carrying capacity of 4.1 million dead weight tons, or dwt, and a weighted average
age of 12.3 years. We also have two Kamsarmax vessels under construction with expected deliveries in
2027 and 2028.
As of December 31, 2025, we had a fleet of 36 dry bulk carriers, owned and chartered-in, consisting of nine
Ultramax, five Panamax, six Kamsarmax, four Post-Panamax, eight Capesize and four Newcastlemax
vessels, having a combined carrying capacity of approximately 4.1 million dwt and a weighted average age
of 12.1 years.
As of December 31, 2024, we had a fleet of 38 dry bulk carriers, owned and chartered-in, consisting of nine
Ultramax, six Panamax, six Kamsarmax, five Post-Panamax, eight Capesize and four Newcastlemax
vessels, having a combined carrying capacity of approximately 4.2 million dwt and a weighted average age
of 11.3 years.
As of December 31, 2023, we had a fleet of 40 dry bulk carriers, consisting of nine Ultramax, seven
Panamax, six Kamsarmax, five Post-Panamax, nine Capesize and four Newcastlemax vessels, having a
combined carrying capacity of approximately 4.5 million dwt and a weighted average age of 10.5 years.
During 2025, 2024 and 2023, we had a fleet utilization of 99.7%, 99.7% and 99.7%, respectively, our
vessels achieved daily time charter equivalent rates of $15,454, $15,267 and $16,713, respectively, and
we generated revenues of $213.5 million, $228.2 million and $262.1 million, respectively.
We operate our vessels worldwide, in markets that have historically exhibited seasonal variations in
demand and, as a result, in charter hire rates. The dry bulk carrier market is typically stronger in the fall
and winter months in anticipation of increased consumption of coal and other raw materials in the northern
hemisphere during the winter months. In addition, unpredictable weather patterns in these months tend to
disrupt vessel scheduling and supplies of certain commodities. Currently, the majority of our vessels are
employed on short- to medium-term time charter agreements. We may fix our vessels on short-, medium- or
long-term employment depending on prevailing market conditions, which provides us with flexibility in
responding to market developments.
Management of Our Fleet
The commercial and technical management of our fleet, owned and bareboat chartered-in, as well as the
provision of administrative services relating to the fleet’s operations, are carried out by our wholly-owned
subsidiary, Diana Shipping Services S.A., which we refer to as DSS, and Diana Wilhelmsen Management
Limited, a 50/50 joint venture with Wilhelmsen Ship Management, which we refer to as DWM. In exchange
for providing us with commercial and technical services, personnel and office space, we pay DSS a
commission, which is a percentage of the managed vessels’ gross revenues, a fixed monthly fee per
managed vessel and an additional monthly fee for the administrative services provided to Diana Shipping
Inc. Such services may include budgeting, reporting, monitoring of bank accounts, compliance with banks,
payroll services and any other possible service that Diana Shipping Inc. would require to perform its
operations. Similarly, in exchange for providing us with commercial and technical services, we pay to DWM
a commission which is a percentage of the managed vessels’ gross revenues and a fixed management
monthly fee for each managed vessel. The amounts deriving from the agreements with DSS are considered
inter-company transactions and, therefore, are eliminated from our consolidated financial statements. The
management fees and commissions deriving from the agreements with DWM are included in our statement
of income in “Management fees to a related party” and “Voyage Expenses”.
Steamship Shipbroking Enterprises Inc., or Steamship, a related party controlled by our CEO Ms.
Semiramis Paliou, provides brokerage services to us, since June 1, 2010. Brokerage fees are included in
“General and Administrative expenses” in our statement of income. The terms of this relationship are
currently governed by a Brokerage Services Agreement dated February 25, 2026.
46
The following table presents certain information concerning the dry bulk carriers in our fleet, as of the date
of this annual report.
47
Fleet Employment (As of the date of this annual report)
VESSEL
SISTE
R
SHIPS*
GROSS RATE
(USD PER DAY)
COM**
CHARTERERS
DELIVERY DATE
TO
CHARTERERS***
REDELIVERY DATE TO
OWNERS****
NOTES
BUILT DWT
9 Ultramax Bulk Carriers
1
DSI Phoenix
A
13,500
4.75%
Cargill Ocean Transportation
(Singapore) Pte. Ltd.
8-Aug-25
1/Oct/2026 - 30/Nov/2026
2017 60,456
2
DSI Pollux
A
14,750
5.00%
Stone Shipping Ltd
9-Dec-25
1/Jan/2027 - 28/Feb/2027
2015 60,446
3
DSI Pyxis
A
13,100
5.00%
Stone Shipping Ltd
8-Nov-24
20/Mar/2026 - 20/Apr/2026
1
2018 60,362
4
DSI Polaris
A
12,250
4.75%
Cargill Ocean Transportation
(Singapore) Pte. Ltd.
1-Jul-25
21/Jul/2026 - 21/Sep/2026
2018 60,404
5
DSI Pegasus
A
14,250
4.75%
Cargill Ocean Transportation
(Singapore) Pte. Ltd
15-Aug-25
20/May/2026 - 20/Jul/2026
2015 60,508
6
DSI Aquarius
B
14,500
5.00%
Bunge SA, Geneva
7-Nov-25
1/Nov/2026 - 31/Dec/2026
2016 60,309
7
DSI Aquila
B
14,500
5.00%
Bunge SA, Geneva
12-Oct-25
25/Feb/2027 - 25/Apr/2027
2
2015 60,309
8
DSI Altair
B
14,750
5.00%
Bunge SA, Geneva
19-Jan-26
15/Jan/2027 - 30/Mar/2027
3
2016 60,309
9
DSI Andromeda
B
14,600
5.00%
Western Bulk Carriers AS
7-Dec-25
1/Apr/2027 - 31/May/2027
4
2016 60,309
5 Panamax Bulk Carriers
10
LETO
12,750
4.75%
Cargill International SA, Geneva
4-Apr-25
16/Jul/2026 - 16/Sep/2026
2010 81,297
11
MAERA
11,750
5.00%
CRC Shipping Pte. Ltd., Singapore
3-Nov-25
20/Oct/2026 - 20/Dec/2026
2013 75,403
12
ISMENE
11,000
5.00%
CRC Shipping Pte. Ltd.
24-Apr-25
20/Mar/2026 - 20/May/2026
2013 77,901
13
CRYSTALIA
C
13,900
5.00%
Louis Dreyfus Company Freight
Asia Pte. Ltd.
4-May-24
13-Mar-26
5
2014 77,525
16,200
5.00%
SwissMarine Pte. Ltd., Singapore
13-Mar-26
10/Mar/2027 - 10/May/2027
6
14
ATALANDI
C
10,100
5.00%
Stone Shipping Ltd
8-Jun-25
15/Jun/2026 - 15/Aug/2026
7
2014 77,529
6 Kamsarmax Bulk Carriers
15
MAIA
D
11,600
5.00%
Paralos Shipping Pte. Ltd.
9-Dec-24
16-Jan-26
8
2009 82,193
14,000
5.00%
16-Jan-26
5/Jul/2027 - 5/Sep/2027
16
MYRSINI
D
13,000
4.75%
Cargill International SA, Geneva
26-Feb-25
3-Jan-26
2010 82,117
13,500
5.00%
Paralos Shipping Pte. Ltd.
3-Jan-26
20/Dec/2026 - 20/Feb/2027
17
MEDUSA
D
13,000
4.75%
Cargill International SA, Geneva
16-Mar-25
15/May/2026 - 15/Jul/2026
2010 82,194
18
MYRTO
D
12,000
5.00%
Nippon Yusen Kabushiki Kaisha,
Tokyo
23-Dec-24
25/Mar/2026 - 15/May/2026
1
2013 82,131
19
ASTARTE
12,500
5.00%
Propel Shipping Pte. Ltd.
2-Aug-25
16/Aug/2026 - 16/Oct/2026
2013 81,513
20
LEONIDAS P. C.
14,000
5.00%
Nippon Yusen Kabushiki Kaisha,
Tokyo
24-Sep-25
15/Sep/2026 - 15/Nov/2026
2011 82,165
4 Post-Panamax Bulk Carriers
21
AMPHITRITE
E
12,100
5.00%
Cobelfret S.A., Luxembourg
8-Jan-25
12-Feb-26
9
2012 98,697
16,500
5.00%
12-Feb-26
1/Mar/2027 - 30/Apr/2027
10
48
22
POLYMNIA
E
14,000
5.00%
Oldendorff Carriers GmbH & Co.
KG
17-Aug-25
10/Apr/2026 - 10/Jun/2026
2012 98,704
23
ELECTRA
F
14,000
5.00%
Oldendorff Carriers GmbH & Co.
KG
7-Dec-25
1/Dec/2026 - 31/Jan/2027
2013 87,150
24
PHAIDRA
F
9,750
5.00%
SwissMarine Pte. Ltd., Singapore
31-May-25
27-Feb-26
2013 87,146
14,500
5.00%
Nippon Yusen Kabushiki Kaisha,
Tokyo
27-Feb-26
20/Feb/2027 - 20/Apr/2027
8 Capesize Bulk Carriers
25
SEMIRIO
G
16,650
5.00%
Solebay Shipping Cape Company
Limited, Hong Kong
11-Feb-25
15-Mar-26
11
2007 174,261
21,650
5.00%
15-Mar-26
31/Jan/2027 - 15/Apr/2027
12
26
NEW YORK
G
17,600
5.00%
SwissMarine Pte. Ltd., Singapore
11-Jan-25
20/Mar/2026 - 13/May/2026
1,13
2010 177,773
27
SEATTLE
H
24,500
5.00%
SwissMarine Pte. Ltd., Singapore
29-Nov-25
1/May/2027 - 30/Jun/2027
2011 179,362
28
P. S. PALIOS
H
25,200
5.00%
Glencore Freight Pte. Ltd.
15-Dec-25
15/Nov/2026 - 15/Jan/2027
2013 179,134
29
G. P. ZAFIRAKIS
I
26,800
5.00%
Nippon Yusen Kabushiki Kaisha,
Tokyo
16-Sep-24
16/Aug/2026 - 16/Nov/2026
2014 179,492
30
SANTA BARBARA
I
25,500
5.00%
Dampskibsselskabet Norden A/S
27-Nov-25
1/Mar/2027 - 30/Apr/2027
14
2015 179,426
31
NEW ORLEANS
26,000
5.00%
SwissMarine Pte. Ltd., Singapore
31-Oct-25
1/Dec/2026 - 15/Feb/2027
14,15
2015 180,960
32
FLORIDA
25,900
5.00%
Bunge S.A., Geneva
29-Mar-22
29/Jan/2027 - 29/May/2027
4
2022 182,063
4 Newcastlemax Bulk Carriers
33
LOS ANGELES
J
24,000
5.00%
MOL Ocean Bulk Pte. Ltd.,
Singapore
1-Nov-25
10/Sep/2026 - 1/Nov/2026
2012 206,104
34
PHILADELPHIA
J
21,500
5.00%
Refined Success Limited
29-May-25
9/Jun/2026 - 8/Aug/2026
2012 206,040
35
SAN FRANCISCO
K
26,000
5.00%
SwissMarine Pte. Ltd., Singapore
1-Mar-25
25/Oct/2026 - 25/Dec/2026
2017 208,006
36
NEWPORT NEWS
K
25,000
5.00%
Bohai Ocean Shipping (Singapore)
Holding Pte. Ltd.
16-Jun-25
1/Sep/2026 - 31/Oct/2026
2017 208,021
* Each dry bulk carrier is a “sister ship”, or closely similar, to other dry bulk carriers that have the same letter.
** Total commission percentage paid to third parties.
*** In case of newly acquired vessel with time charter attached, this date refers to the expected/actual date of delivery of the vessel to the Company.
**** Range of redelivery dates, with the actual date of redelivery being at the Charterers’ option, but subject to the terms, conditions, and exceptions of the
particular charterparty.
1Based on latest information.
2Vessel on scheduled drydocking from September 17, 2025 to October 12, 2025.
3Vessel on scheduled drydocking from December 27, 2025 to January 19, 2026.
4Bareboat chartered-in for a period of ten years.
5Estimated redelivery date from the charterers.
6Estimated delivery date to the charterers.
7The charter rate was US$9,000 per day for the first thirty-five (35) days of the charter period.
8Charterers have agreed to compensate the Owners, for all the days over and above the maximum redelivery date (December 31, 2025), at a hire rate of
105% of the average of the Baltic Panamax Index 5TC or the vessel’s present charter party rate whichever of the two is higher.
9The charter rate was US$8,750 per day for the first fifty (50) days of the charter period.
10The charter rate will be US$13,000 per day for the first thirty (30) days of the charter period.
11Vessel off hire for drydocking from September 8, 2025 to November 1, 2025.
49
12Estimated date.
13The charter rate was US$6,300 per day for the first trip of the charter period.
14Bareboat chartered-in for a period of eight years.
15Vessel on scheduled drydocking from September 20, 2025 to October 31, 2025.
Our Customers
Our customers include regional and international companies, mainly with concentrations below 10% of our
gross revenues. During 2025, only two of our charterers accounted for 29% of our revenues, in aggregate.
During 2024, one of our charterers accounted for 11% of our revenues and during 2023, one of our
charterers accounted for 13% of our revenues.
We charter our dry bulk carriers, owned and bareboat chartered-in, to customers pursuant to time charters.
Under our time charters, the charterer typically pays us a fixed daily charter hire rate and bears all voyage
expenses, including the cost of bunkers (fuel oil) and canal and port charges. We remain responsible for
paying the chartered vessel's operating expenses, including the cost of crewing, insuring, repairing and
maintaining the vessel. In 2025, we paid commissions that ranged from 4.75% to 5.0% of the total daily
charter hire rate of each charter to unaffiliated ship brokers and to in-house brokers associated with the
charterer, depending on the number of brokers involved with arranging the charter.
We strategically monitor developments in the dry bulk shipping industry on a regular basis and, subject to
market demand, seek to adjust the charter hire periods for our vessels according to prevailing market
conditions. In order to take advantage of relatively stable cash flow and high utilization rates, we fix some
of our vessels on long-term time charters. Currently, most of our vessels are employed on short- to medium-
term time charters, which allows us greater flexibility to respond to market developments. We continuously
evaluate our mix of short- and long-term charters and extend or reduce the charter hire periods of the
vessels in our fleet according to the developments in the dry bulk shipping industry.
Charter Hire Rates
Charter hire rates fluctuate by varying degrees among dry bulk carrier size categories. The volume and
pattern of trade in a small number of commodities (major bulks) affect demand for larger vessels. Therefore,
charter rates and vessel values of larger vessels often show greater volatility. Conversely, trade in a greater
number of commodities (minor bulks) drives demand for smaller dry bulk carriers. Accordingly, charter
rates and vessel values for those vessels are usually subject to less volatility.
Charter hire rates paid for dry bulk carriers are primarily a function of the underlying balance between
vessel supply and demand, although at times other factors may play a role. Furthermore, the pattern seen
in charter rates is broadly mirrored across the different charter types and the different dry bulk carrier
categories. In the time charter market, rates vary depending on the length of the charter period and vessel-
specific factors such as age, speed and fuel consumption.
In the voyage charter market, rates are, among other things, influenced by cargo size, bunker prices, port
dues and canal transit fees, as well as commencement and termination regions. In general, a larger cargo
size is quoted at a lower rate per ton than a smaller cargo size. Routes with costly ports or canals generally
command higher rates than routes with low port dues and no canals to transit. Voyages with a load port
within a region that includes ports where vessels usually discharge cargo or a discharge port within a region
with ports where vessels load cargo also are generally quoted at lower rates, because such voyages
generally increase vessel utilization by reducing the unloaded portion (or ballast leg) that is included in the
calculation of the return charter to a loading area.
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Within the dry bulk shipping industry, the charter hire rate references, most likely to be monitored, are the
freight rate indices issued by the Baltic Exchange. These references are based on actual charter hire rates
under charters entered into by market participants as well as daily assessments provided to the Baltic
Exchange by a panel of major shipbrokers. The Baltic Panamax Index is the index with the longest history.
The Baltic Capesize Index and Baltic Handymax Index are of more recent origin.
The Baltic Dry Index, or BDI, is a daily average of charter rates in 20 shipping routes measured on a time
charter and voyage basis and covering Capesize, Panamax, Supramax, and Handysize dry bulk carriers.
In 2025, the BDI ranged from a low of 715 to a high of 2,845 and closed at 1,972 on March 12, 2026.
The Dry Bulk Shipping Industry
The global dry bulk carrier fleet could be divided into seven categories based on a vessel's carrying
capacity. These categories consist of:
●
Very Large Ore Carriers/ Newcastlemax
. Vessels with carrying capacities of between 200,000
and 220,000 dwt. These vessels carry both iron ore and coal and they represent the largest vessels
able to enter the port of Newcastle in Australia. There are relatively few ports around the world with
the infrastructure to accommodate vessels of this size.
●
Capesize
. Capesize vessels (including Baby Capes) have a carrying capacity of 100,000-120.000
dwt for Baby Capes, and 150,000-199,999 dwt for conventional Capes. Only the largest ports
around the world possess the infrastructure to accommodate vessels of this size. Capesize vessels
are primarily used to transport iron ore or coal and, to a much lesser extent, grains, primarily on
long-haul routes.
●
Post-Panamax
. Post-Panamax vessels have a carrying capacity of 84,000-99,999 dwt. These
vessels tend to have a shallower draft and larger beam than a standard Panamax vessel with a
higher cargo capacity. These vessels have been designed specifically for loading high cubic
cargoes from draught restricted ports. Post-Panamaxes are used primarily in the coal trade, as well
as grains from River Plate to Far East.
●
Panamax
. Panamax vessels have a carrying capacity of 70,000-79,999, and a subset within this
segment is the ‘Kamsarmax’ at 80,000 - 83,999 dwt. These vessels carry coal, iron ore, grains, and,
to a lesser extent, minor bulks, including steel products, cement, and fertilizers. Panamax vessels
are able to pass through the Panama Canal, making them more versatile than larger vessels with
regard to accessing different trade routes. Most Panamax and Post-Panamax vessels are
“gearless,” and therefore must be served by shore-based cargo handling equipment. However,
there are a small number of geared vessels with onboard cranes, a feature that enhances trading
flexibility and enables operation in ports which have poor infrastructure in terms of loading and
unloading facilities.
●
Ultramax
Supramax with a maximum length of 200 meters and capacity that ranges from 60,000 dwt to
66,000 dwt. This class is considered an upgrade to Supramax class as it offers a better all-around
investment for Charterers and Shipowners due to its higher cargo carrying capacity and better
bunker efficiency. Ultramax class bulk carriers have 5 cargo holds. are fitted with 4 cranes and
usually are equipped with grabs allowing them to call more ports with no such facilities giving them
more versatility. Ultramaxes often compete with Panamaxes on certain grain routes.
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●
Handymax/Supramax
. Handymax vessels have a carrying capacity of 40,000-59,999 dwt. These
vessels operate in a large number of geographically dispersed global trade routes, carrying
primarily grains and minor bulks. Within the Handymax category there is also a sub-sector known
as Supramax. Supramax bulk carriers are ships between 50,000 to 59,999 dwt, normally offering
cargo loading and unloading flexibility with on-board cranes, or “gear,” while at the same time
possessing the cargo carrying capability approaching conventional Panamax bulk carriers.
●
Handysize
.
primarily involved in carrying minor bulk cargoes. Increasingly, ships of this type operate within
regional trading routes, and may serve as trans-shipment feeders for larger vessels. Handysize
vessels are well suited for small ports with length and draft restrictions. Their cargo gear enables
them to service ports lacking the infrastructure for cargo loading and unloading.
Other size categories occur in regional trade, such as Kamsarmax, with a maximum length of 229 meters,
the maximum length that can load in the port of Kamsar in the Republic of Guinea. Other terms such as
Seawaymax, Setouchmax and Dunkirkmax also appear in regional trade.
The supply of dry bulk carriers is dependent on the delivery of new vessels and the removal of vessels
from the global fleet, either through scrapping or loss. The level of scrapping activity is generally a function
of scrapping prices in relation to current and prospective charter market conditions, as well as operating,
repair and survey costs. The age range at which a vessel is scrapped is between 20 and 32 years,
depending on among others, the vessel type, the freight market conditions and regulatory requirements.
The demand for dry bulk carrier capacity is determined by the underlying demand for commodities
transported in dry bulk carriers, which in turn is influenced by trends in the global economy. Demand for
dry bulk carrier capacity is also affected by the operating efficiency of the global fleet, along with port
congestion, which has been a feature of the market since 2004, absorbing tonnage and therefore leading
to a tighter balance between supply and demand. In evaluating demand factors for dry bulk carrier capacity,
the Company believes that dry bulk carriers can be the most versatile element of the global shipping fleets
in terms of employment alternatives.
Vessel Prices
Dry bulk vessel values in 2025 generally remained firm and in several segments increased compared to
2024, despite fluctuations in charter rates during the year. This resilience in secondhand asset values is
largely supported by historically high newbuilding prices and a restricted availability of shipyard slots for
near-term deliveries which limits near-term fleet growth. While 2025 presented a mixed rate environment,
charter rates have shown notable strength and an upward trajectory in early 2026. However, given the
cyclical nature of the industry, there can be no assurance as to how long vessel values and charter rates
will remain at their current robust levels, or whether they will continue to improve or face adjustments in the
near future.
Competition
Our business fluctuates in line with the main patterns of trade of the major dry bulk cargoes and varies
according to changes in the supply and demand for these items. We operate in markets that are highly
competitive and based primarily on supply and demand. We compete for charters on the basis of price,
vessel location, size, age and condition of the vessel, as well as on our reputation as an owner and
operator. We compete with other owners of dry bulk carriers in the Panamax, Post-Panamax and smaller
class sectors and with owners of Capesize and Newcastlemax dry bulk carriers. Ownership of dry bulk
carriers is highly fragmented.
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We believe that we possess a number of strengths that provide us with a competitive advantage in the dry
bulk shipping industry:
●
We own a modern, high quality fleet of dry bulk carriers
. We believe that owning a modern, high
quality fleet reduces operating costs, improves safety and provides us with a competitive advantage
in securing favorable time charters. We maintain the quality of our vessels by carrying out regular
inspections, both while in port and at sea, and adopting a comprehensive maintenance program for
each vessel.
●
Our fleet includes groups of sister ships.
ships enhances the revenue generating potential of our fleet by providing us with operational and
scheduling flexibility. The uniform nature of sister ships also improves our operating efficiency by
allowing our fleet managers to apply the technical knowledge of one vessel to all vessels of the
same series and create economies of scale that enable us to realize cost savings when maintaining,
supplying and crewing our vessels.
●
We have an experienced management team.
Our management team consists of experienced
executives who have, on average, more than 30 years of operating experience in the shipping
industry and has demonstrated ability in managing the commercial, technical and financial areas of
our business.
●
We benefit from the experience and reputation of Diana Shipping Services S.A. and the relationship
with Wilhelmsen Ship Management through the Diana Wilhelmsen Management Limited joint
venture.
●
We benefit from strong relationships with members of the shipping and financial industries.
have developed strong relationships with major international charterers, shipbuilders and financial
institutions that we believe are the result of the quality of our operations, the strength of our
management team and our reputation for dependability.
●
We have a strong balance sheet and a relatively low level of indebtedness.
strong balance sheet and relatively low level of indebtedness provide us with the flexibility to
increase the amount of funds that we may draw under our loan facilities in connection with any
future acquisitions or otherwise and enable us to use cash flow that would otherwise be dedicated
to debt service for other purposes.
Permits and Authorizations
We are required by various governmental and quasi-governmental agencies to obtain certain permits,
licenses and certificates with respect to our vessels. The kinds of permits, licenses and certificates required
depend upon several factors, including the commodity transported, the waters in which the vessel operates,
the nationality of the vessel's crew and the age of a vessel. We have been able to obtain all permits,
licenses and certificates currently required to permit our vessels to operate. Additional laws and regulations,
environmental or otherwise, may be adopted which could limit our ability to do business or increase the
cost of us doing business.
Disclosure Pursuant to Section 219 of the Iran Threat Reduction and Syrian Human Rights
Act
Section 219 of the U.S. Iran Threat Reduction and Syria Human Rights Act of 2012, or the ITRA, added
new Section 13(r) to the U.S. Securities Exchange Act of 1934, as amended, or the Exchange Act, requiring
each SEC reporting issuer to disclose in its annual and, if applicable, quarterly reports whether it or any of
its affiliates have knowingly engaged in certain activities, transactions or dealings relating to Iran or with
53
the Government of Iran or certain designated natural persons or entities involved in terrorism or the
proliferation of weapons of mass destruction during the period covered by the report.
Pursuant to Section 13(r) of the Exchange Act, we note that none of our vessels made port calls to Iran in
2025 and to the date of this annual report.
Environmental and Other Regulations in the Shipping Industry
Government regulation and laws significantly affect the ownership and operation of our fleet. We are
subject to international conventions and treaties, national, state and local laws and regulations in force in
the countries in which our vessels may operate or are registered relating to safety and health and
environmental protection including the storage, handling, emission, transportation and discharge of
hazardous and non-hazardous materials, and the remediation of contamination and liability for damage to
natural resources. Compliance with such laws, regulations and other requirements entails significant
expense, including vessel modifications and implementation of certain operating procedures.
A variety of government and private entities subject our vessels to both scheduled and unscheduled
inspections. These entities include the local port authorities (applicable national authorities such as the
United States Coast Guard (“USCG”), harbor master or equivalent), classification societies, flag state
administrations (countries of registry) and charterers, particularly terminal operators. Certain of these
entities require us to obtain permits, licenses, certificates and other authorizations for the operation of our
vessels. Failure to maintain necessary permits or approvals could require us to incur substantial costs or
result in the temporary suspension of the operation of one or more of our vessels.
Increasing environmental concerns have created a demand for vessels that conform to stricter
environmental standards. We are required to maintain operating standards for all of our vessels that
emphasize operational safety, quality maintenance, continuous training of our officers and crews and
compliance with United States and international regulations. We believe that the operation of our vessels
is in substantial compliance with applicable environmental laws and regulations and that our vessels have
all material permits, licenses, certificates or other authorizations necessary for the conduct of our
operations. However, because such laws and regulations frequently change and may impose increasingly
stricter requirements, we cannot predict the ultimate cost of complying with these requirements, or the
impact of these requirements on the resale value or useful lives of our vessels. In addition, a future serious
marine incident that causes significant adverse environmental impact could result in additional legislation
or regulation that could negatively affect our profitability.
International Maritime Organization
The International Maritime Organization, the United Nations agency for maritime safety and the prevention
of pollution by vessels (the “IMO”), has adopted 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,” the International Convention for the Safety of Life at Sea of 1974 (“SOLAS
Convention”), and the International Convention on Load Lines of 1966 (the “LL Convention”). MARPOL
establishes environmental standards relating to oil leakage or spilling, garbage management, sewage, air
emissions, handling and disposal of noxious liquids and the handling of harmful substances in packaged
forms. MARPOL is applicable to drybulk, tanker and LNG carriers, among other vessels, and is broken into
six Annexes, each of which regulates a different source of pollution. Annex I relates to oil leakage or spilling;
Annexes II and III relate to harmful substances carried in bulk in liquid or in packaged form, respectively;
Annexes IV and V relate to sewage and garbage management, respectively; and Annex VI, lastly, relates
to air emissions. Annex VI was separately adopted by the IMO in September of 1997; new emissions
standards, titled IMO-2020, took effect on January 1, 2020.
54
Air Emissions
In September of 1997, the IMO adopted Annex VI to MARPOL to address air pollution from vessels.
Effective May 2005, Annex VI sets limits on sulfur oxide and nitrogen oxide emissions from all commercial
vessel exhausts and prohibits “deliberate emissions” of ozone depleting substances (such as halons and
chlorofluorocarbons), emissions of volatile compounds from cargo tanks, and the shipboard incineration of
specific substances. Annex VI also includes a global cap on the sulfur content of fuel oil and allows for
special areas to be established with more stringent controls on sulfur emissions, as explained below.
Emissions of “volatile organic compounds” from certain vessels, and the shipboard incineration (from
incinerators installed after January 1, 2000) of certain substances (such as polychlorinated biphenyls, or
“PCBs”) are also prohibited. We believe that all our vessels are currently compliant in all material respects
with these regulations.
The Marine Environment Protection Committee, or “MEPC”, adopted amendments to Annex VI regarding
emissions of sulfur oxide, nitrogen oxide, particulate matter and ozone depleting substances, which entered
into force on July 1, 2010. The amended Annex VI seeks to further reduce air pollution by, among other
things, implementing a progressive reduction of the amount of sulfur contained in any fuel oil used on board
ships. On October 27, 2016, at its 70th session, the MEPC agreed to implement a global 0.5% m/m sulfur
oxide emissions limit (reduced from 3.50%) starting from January 1, 2020. This limitation can be met by
using low-sulfur compliant fuel oil, alternative fuels, or certain exhaust gas cleaning systems. Ships are
now required to obtain bunker delivery notes and International Air Pollution Prevention (“IAPP”) Certificates
from their flag states that specify sulfur content. Additionally, at MEPC 73, amendments to Annex VI to
prohibit the carriage of bunkers above 0.5% sulfur on ships were adopted and took effect March 1, 2020,
with the exception of vessels fitted with exhaust gas cleaning equipment (“scrubbers”) which can carry fuel
of higher sulfur content. These regulations subject ocean-going vessels to stringent emissions controls and
may cause us to incur substantial costs.
Sulfur content standards are even stricter within certain “Emission Control Areas,” or (“ECAs”). As of
January 1, 2015, ships operating within an ECA were not permitted to use fuel with sulfur content in excess
of 0.1% m/m. Currently, the IMO has designated five ECAs, including specified portions of the Baltic Sea
area, Mediterranean Sea area, North Sea area, North American area and United States Caribbean area.
Ocean-going vessels in these areas will be subject to stringent emission controls and may cause us to
incur additional costs. Other areas in China are subject to local regulations that impose stricter emission
controls. In July 2023, MEPC 80 announced three new ECA proposals, including the Canadian Arctic
waters and the Norwegian Sea, which should take effect in March 2027. MEPC 83 also approved the
Northeast Atlantic Ocean as an ECA and is expected to take effect in 2028. If other ECAs are approved by
the IMO, or other new or more stringent requirements relating to emissions from marine diesel engines or
port operations by vessels are adopted by the U.S. Environmental Protection Agency (“EPA”) or the states
where we operate, compliance with these regulations could entail significant capital expenditures or
otherwise increase the costs of our operations.
Amended Annex VI also established new tiers of stringent nitrogen oxide emissions standards for marine
diesel engines, depending on their date of installation. Tier III NOx standards were designed for the control
of NOx produced by vessels and apply to ships that operate in the North American and U.S. Caribbean
Sea ECAs with a marine diesel engine installed and constructed on or after January 1, 2016. At MEPC 70
and MEPC 71, the MEPC approved the North Sea and Baltic Sea as ECAs for nitrogen oxide for ships built
on or after January 1, 2021. The Canadian-Arctic ECA for NOx will also be effective starting from March 1,
2026 for ships built on or after January 1, 2025. For the Norwegian Sea ECA, the NOx Tier III engine
certification requirement will apply to ships (i) with building contracts placed on or after March 1, 2026, (ii)
in the absence of a building contract, constructed on or after September 1, 2026, or (iii) delivered on or
after March 1, 2030. For the North-East Atlantic ECA, the requirement is expected to apply to ships (i)
contracted on or after January 1, 2027, (ii) in the absence of a building contract, constructed on or after
July 1, 2027, or (iii) delivered on or after January 1, 2031. The EPA promulgated equivalent (and in some
55
senses stricter) emissions standards in 2010. Tier III requirements could apply to additional areas
designated for Tier III NOx in the future. In April 2025, MEPC 83 also adopted amendments (expected to
enter into force late 2026 and early 2027) to the NOx Technical Code 2008, which allows ships to optimize
fuel consumption based on their operational profile, thus improving energy efficiency, while ensuring
compliance with NOx emission requirements. As a result of these designations or similar future
designations, we may be required to incur additional operating or other costs.
At the MEPC 70, Regulation 22A of MARPOL Annex VI became effective as of March 1, 2018 and requires
ships above 5,000 gross tonnage to collect and report annual data on fuel oil consumption to an IMO
database, with the first year of data collection having commenced on January 1, 2019. The IMO used such
data as part of its initial roadmap (through 2023) for developing its strategy to reduce greenhouse gas
emissions from ships, as discussed further below. MEPC 83 approved draft amendments to make the
IMO’s data collection system more accessible to the public through an anonymized database.
As of January 1, 2013, MARPOL made mandatory certain measures relating to energy efficiency for ships.
All ships are now required to develop and implement a Ship Energy Efficiency Management
Plans (“SEEMPs”), and new ships must be designed in compliance with minimum energy efficiency levels
per capacity mile as defined by the Energy Efficiency Design Index (“EEDI”). Additionally, MEPC 75
adopted amendments to MARPOL Annex VI which brought forward the effective date of the EEDI’s “phase
3” requirements from April 1, 2022 to January 1, 2025 for several ship types, including gas carriers, general
cargo ships, and LNG carriers.
Additionally, in 2022, MEPC 75 amended to Annex VI to impose new regulations to reduce greenhouse
gas emissions from ships. These amendments introduce requirements to assess and measure the energy
efficiency of all ships and set the required attainment values, with the goal of reducing the carbon intensity
of international shipping. The requirements include (1) a technical requirement to reduce carbon intensity
based on a new Energy Efficiency Existing Ship Index (“EEXI”), and (2) operational carbon intensity
reduction requirements, based on a new operational carbon intensity indicator (“CII”). The attained EEXI
is required to be calculated for ships of 400 gross tonnage and above, in accordance with different values
set for ship types and categories. With respect to the CII, the draft amendments would require ships of
5,000 gross tonnage to document and verify their actual annual operational CII achieved against a
determined required annual operational CII. All ships above 400 gross tonnage must also have an
approved SEEMP on board. For ships above 5,000 gross tonnage, the SEEMP needs to include certain
mandatory content. That same year, MEPC amended MARPOL Annex I to prohibit the use and carriage
for use as fuel of heavy fuel oil (“HFO”) by ships in Arctic waters on and after July 1, 2024.
In July 2021, MEPC 77 adopted a non-binding resolution which urges Member States and ship operators
to voluntarily use distillate or other cleaner alternative fuels or methods of propulsion that are safe for ships
and could contribute to the reduction of Black Carbon emissions from ships when operating in or near the
Arctic. MEPC 79 adopted amendments to MARPOL Annex VI, Appendix IX to include the attained and
required CII values, the CII rating and attained EEXI for existing ships in the required information to be
submitted to the IMO Ship Fuel Oil Consumption Database. MEPC 79 also revised the EEDI calculation
guidelines to include a CO2 conversion factor for ethane, a reference to the updated ITCC guidelines, and
a clarification that in case of a ship with multiple load line certificates, the maximum certified summer draft
should be used when determining the deadweight. These amendments entered into force on May 1, 2024.
In July 2023, MEPC 80 approved the plan for reviewing CII regulations and guidelines, and in April 2025,
MEPC 83 adopted amendments to 2021 Guidelines on operational carbon intensity reduction factors,
which outline methods for determining CII reduction factors from 2023 and now includes newly defined
factors from 2027 to 2030.
We may incur costs to comply with these revised standards. Additional or new conventions, laws and
regulations may be adopted that could require the installation of expensive emission control systems and
could adversely affect our business, results of operations, cash flows and financial condition.
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Safety Management System Requirements
The SOLAS Convention was amended to address the safe manning of vessels and emergency training
drills. The Convention of Limitation of Liability for Maritime Claims (the “LLMC”) sets limitations of liability
for a loss of life or personal injury claim or a property claim against ship owners. The ISM
Certification provides validation that both company and ships are operating using a process-based system
approach to manage risks and achieve continual improvement. The ISM code is meant to be a preventive
tool and asks companies to assess all risks and then take measured to safeguard against them.
Responsibilities and authorities are set out for the various entities includes in the ISM process. All of our
vessels as well as our shore-based operations are fully certified under the ISM Code.
Under Chapter IX of the SOLAS Convention, or the International Safety Management Code for the Safe
Operation of Ships and for Pollution Prevention (the “ISM Code”), our operations are also subject to
environmental standards and requirements. The ISM Code requires the party with operational control of a
vessel to develop an extensive safety management system that includes, among other things, the adoption
of a safety and environmental protection policy setting forth instructions and procedures for operating its
vessels safely and describing procedures for responding to emergencies. Through strong leadership and
a disciplined, clearly documented management system, the Company promotes the concept of HSSE
(Health, Safety, Security and Environmental) excellence at all levels in the organisation. This concept is
achieved by consistent measurement and feedback of the Company’s Management System in order to
generate continuous and sustainable improvement in Health, Safety, Security, and Quality and
Environmental (including Energy Efficiency) (HSSQE) management processes. The failure of a vessel
owner or bareboat charterer to comply with the ISM Code may subject such party to increased liability, may
decrease available insurance coverage for the affected vessels and may result in a denial of access to, or
detention in, certain ports.
The ISM Code requires that vessel operators obtain a safety management certificate for each vessel they
operate. This certificate evidences compliance by a vessel’s management with the ISM Code requirements
for a safety management system. No vessel can obtain a safety management certificate unless its manager
has been awarded a document of compliance, issued by each flag state, under the ISM Code. We have
obtained applicable documents of compliance for our offices and safety management certificates for all of
our vessels for which the certificates are required by the IMO. The documents of compliance and safety
management certificate are renewed as required.
Regulation II-1/3-10 of the SOLAS Convention governs ship construction and stipulates that ships over
150 meters in length must have adequate strength, integrity and stability to minimize risk of loss or pollution.
Goal-based standards amendments in SOLAS regulation II-1/3-10 entered into force in 2012, with July 1,
2016 set for application to new oil tankers and bulk carriers. The SOLAS Convention regulation II-1/3-10
on goal-based ship construction standards for bulk carriers and oil tankers, which entered into force on
January 1, 2012, requires that all oil tankers and bulk carriers of 150 meters in length and above, for which
the building contract is placed on or after July 1, 2016, satisfy applicable structural requirements conforming
to the functional requirements of the International Goal-based Ship Construction Standards for Bulk
Carriers and Oil Tankers (“GBS Standards”).
Amendments to the SOLAS Convention Chapter VII apply to vessels transporting dangerous goods and
require those vessels be in compliance with the International Maritime Dangerous Goods Code (“IMDG
Code”). Effective January 1, 2018, the IMDG Code includes (1) updates to the provisions for radioactive
material, reflecting the latest provisions from the International Atomic Energy Agency, (2) new marking,
packing and classification requirements for dangerous goods, and (3) new mandatory training
requirements. Amendments which took effect on January 1, 2020 also reflect the latest material from the
UN Recommendations on the Transport of Dangerous Goods, including (1) new provisions regarding IMO
type 9 tank, (2) new abbreviations for segregation groups, and (3) special provisions for carriage of lithium
57
batteries and of vehicles powered by flammable liquid or gas. Additional amendments came into force on
June 1, 2022, include (1) addition of a definition of dosage rate, (2) additions to the list of high consequence
dangerous goods, (3) new provisions for medical/clinical waste, (4) addition of various ISO standards for
gas cylinders, (5) a new handling code, and (6) changes to stowage and segregation provisions. The
newest edition of the IMDG Code took effect on January 1, 2024, although the changes are largely
incremental.
The IMO has also adopted the International Convention on Standards of Training, Certification and
Watchkeeping for Seafarers (“STCW”). As of February 2017, all seafarers are required to meet the STCW
standards and be in possession of a valid STCW certificate. Flag states that have ratified SOLAS and
STCW generally employ the classification societies, which have incorporated SOLAS and STCW
requirements into their class rules, to undertake surveys to confirm compliance.
The IMO's Maritime Safety Committee and MEPC, respectively, each adopted relevant parts of the
International Code for Ships Operating in Polar Water (the “Polar Code”). The Polar Code, which entered
into force on January 1, 2017, covers design, construction, equipment, operational, training, search and
rescue as well as environmental protection matters relevant to ships operating in the waters surrounding
the two poles. It also includes mandatory measures regarding safety and pollution prevention as well as
recommendatory provisions. The Polar Code applies to new ships constructed after January 1, 2017, and
after January 1, 2018, ships constructed before January 1, 2017 are required to meet the relevant
requirements by the earlier of their first intermediate or renewal survey.
Furthermore, cybersecurity guidance and regulations have been developed in an attempt to combat
cybersecurity threats. For new ships and offshore installations contracted for construction on or after
January 1, 2024, the International Association of Classification Societies (“IACS”) now requires vessel
owners, yard and suppliers to build cybersecurity barriers into their systems and vessels, requiring
compliance across the full spectrum of critical on-board control and navigation systems. In addition to these
requirements, the Company is actively addressing the European Union's Network and Information Security
(NIS2) Directive. During 2025, we completed a comprehensive NIS2 Gap Analysis and have initiated
remediation of findings to ensure compliance with these enhanced cybersecurity obligations. On July 16,
2025, the U.S. Coast Guard’s final rule, Cybersecurity in the Martine Transportation System, went into
effect. Under this rule, all regulated entities are required to develop Cybersecurity and Cyber Incident
Response Plans, designate a Cybersecurity Officer to implement plans, and to report certain cyber
incidents to the National Response Center. This might cause companies to create additional procedures
for monitoring cybersecurity, which could require additional expenses and/or capital expenditures. The
impact of future regulations is hard to predict at this time.
In June 2022, SOLAS also set out new amendments that took effect on January 1, 2024, which include
new requirements for: (1) the design for safe mooring operations, (2) the Global Maritime Distress and
Safety System (“GMDSS”), (3) watertight integrity, (4) watertight doors on cargo ships, (5) fault-isolation of
fire detection systems, (6) life-saving appliances, and (7) safety of ships using LNG as fuel. These new
requirements may impact the cost of our operations.
Pollution Control and Liability Requirements
The IMO has negotiated international conventions that impose liability for pollution in international waters
and the territorial waters of the signatories to such conventions. For example, the IMO adopted an
International Convention for the Control and Management of Ships’ Ballast Water and Sediments, (the
“BWM Convention”), in 2004. The BWM Convention entered into force on September 8, 2017. The BWM
Convention requires ships to manage their ballast water to remove, render harmless, or avoid the uptake
or discharge of new or invasive aquatic organisms and pathogens within ballast water and sediments. The
BWM Convention’s implementing regulations call for a phased introduction of mandatory ballast water
58
exchange requirements, to be replaced in time with mandatory concentration limits, and require all ships
to carry a ballast water record book and an international ballast water management certificate.
The MEPC maintains guidelines for approval of ballast water management systems (G8). Ships over 400
gross tons generally must comply with a “D-1 standard,” requiring the exchange of ballast water only in
open seas and away from coastal waters. The “D-2 standard” specifies the maximum amount of viable
organisms allowed to be discharged, and compliance dates vary depending on the IOPP renewal dates.
These standards have been in force since 2019, and for most ships, compliance with the D-2 standard
involved installing on-board systems to treat ballast water and eliminate unwanted organisms. Ballast water
management systems, which include systems that make use of chemical, biocides, organisms or biological
mechanisms, or which alter the chemical or physical characteristics of the ballast water, must be approved
in accordance with IMO Guidelines (Regulation D-3). Since September 8, 2024, all ships have been
required to meet the D-2 standard. Additionally, in November 2020, MEPC 75 adopted amendments to the
BWM Convention which would require a commissioning test of the ballast water management system for
the initial survey or when performing an additional survey for retrofits. This analysis will not apply to ships
that already have an installed BWM system certified under the BWM Convention. These amendments have
entered into force on June 1, 2022. In December 2022, MEPC 79 agreed that it should be permitted to use
ballast tanks for temporary storage of treated sewage and grey water. MEPC 79 also established that ships
are expected to return to D-2 compliance after experiencing challenging uptake water and bypassing a
BWM system should only be used as a last resort.
Once mid-ocean exchange ballast water treatment requirements become mandatory under the BWM
Convention, the cost of compliance could increase for ocean carriers and may have a material effect on
our operations. Irrespective of the BWM convention, certain countries such as the U.S. have enforced and
implemented regional requirement related to the system certification, operation and reporting.
The IMO also adopted the International Convention on Civil Liability for Bunker Oil Pollution Damage (the
“Bunker Convention”) to impose strict liability on ship owners (including the registered owner, bareboat
charterer, manager or operator) for pollution damage in jurisdictional waters of ratifying states caused by
discharges of bunker fuel. The Bunker Convention requires registered owners of ships over 1,000 gross
tons to maintain insurance for pollution damage in an amount equal to the limits of liability under the
applicable national or international limitation regime (but not exceeding the amount calculated in
accordance with the LLMC). With respect to non-ratifying states, liability for spills or releases of oil carried
as fuel in ship’s bunkers typically is determined by the national or other domestic laws in the jurisdiction
where the events or damages occur.
Ships are required to maintain a certificate attesting that they maintain adequate insurance to cover an
incident. In jurisdictions, such as the United States where the Bunker Convention has not been adopted,
various legislative schemes or common law govern, and liability is imposed either on the basis of fault or
on a strict-liability basis.
Anti-Fouling Requirements
In 2001, the IMO adopted the International Convention on the Control of Harmful Anti-fouling Systems on
Ships, or the “Anti-fouling Convention.” The Anti-fouling Convention, which entered into force on
September 17, 2008, prohibits the use of organotin compound coatings to prevent the attachment of
mollusks and other sea life to the hulls of vessels. Vessels of over 400 gross tons engaged in international
voyages will also be required to undergo an initial survey before the vessel is put into service or before an
International Anti-fouling System Certificate is issued for the first time; and subsequent surveys when the
anti-fouling systems are altered or replaced. Vessels of 24 meters in length or more but less than 400 gross
tonnage engaged in international voyages will have to carry a Declaration on Anti-fouling Systems signed
by the owner or authorized agent.
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In November 2020, MEPC 75 approved draft amendments to the Anti-fouling Convention to prohibit anti-
fouling systems containing cybutryne, which would apply to ships from January 1, 2023, or, for ships
already bearing such an anti-fouling system, at the next scheduled renewal of the system after that date,
but no later than 60 months following the last application to the ship of such a system. In addition, the IAFS
Certificate has been updated to address compliance options for anti-fouling systems to address cybutryne.
Ships which are affected by this ban on cybutryne must receive an updated IAFS Certificate no later than
two years after the entry into force of these amendments. Ships which are not affected (i.e. with anti-fouling
systems which do not contain cybutryne) must receive an updated IAFS Certificate at the next Anti-fouling
application to the vessel. These amendments were formally adopted at MEPC 76 in June 2021 and entered
into force on January 1, 2023.
We have obtained Anti-fouling System Certificates for all of our vessels that are subject to the Anti-fouling
Convention.
Requirements for the Safe and Environmentally Sound Recycling of Ships
In 2009 the Hong Kong International Convention and MEPC 269(68) adopted the guidelines for the
preparation of the Inventory of Hazardous Materials. The Convention concerns all vessels over 500 GT
entitled to fly the flag of a Party or operating under its authority, with some exceptions like warships.
According to the Convention the shipowner should control Ship’s Hazardous Materials inherent in ship’s
structure, machinery, equipment and paints, coatings and prohibit the new installations of Hazardous
Materials, by maintaining an Inventory of Hazardous Materials (IHM). It is the Company’s responsibility to
maintain the IHM Part I up to date, during the life of the ship, according to MEPC Guidelines. The ships are
subject to survey (initial, renewal, additional and final) and certification and should keep a valid International
Certificate on Inventory of Hazardous Materials or an International Ready for Recycling Certificate (in case
of recycling), on board. For ships been resulted to contain hazardous materials (like asbestos), actions for
removal should be taken by the shipowner. The ships should only be recycled according to the regulations.
If the ship is detected to be in violation of this Convention, the Party carrying out an inspection may take
steps to warn, detain, dismiss, or exclude the ship from its ports, which might have an impact in our
commercial image and cause high fines to the company. Our fleet already complies with this regulation but
the preparation, maintenance and whenever needed removal have resulted in substantial costs.
Compliance Enforcement
Noncompliance with the ISM Code or other IMO regulations may subject the ship owner or bareboat
charterer to increased liability, may lead to decreases in available insurance coverage for affected vessels
and may result in the denial of access to, or detention in, some ports. The USCG and European Union
authorities have indicated that vessels not in compliance with the ISM Code by applicable deadlines will
be prohibited from trading in U.S. and European Union ports, respectively. As of the date of this report,
each of our vessels is ISM Code certified. The IMO continues to review and introduce new regulations. It
is impossible to predict what additional regulations, if any, may be passed by the IMO and what effect, if
any, such regulations might have on our operations.
U.S. Regulations
The U.S. Oil Pollution Act of 1990 and the Comprehensive Environmental Response, Compensation and
Liability Act
The U.S. Oil Pollution Act of 1990 (“OPA”) established an extensive regulatory and liability regime for the
protection and cleanup of the environment from oil spills. OPA affects all “owners and operators” whose
vessels trade or operate within the U.S., its territories and possessions or whose vessels operate in U.S.
waters, which includes the U.S.’s territorial sea and its 200 nautical mile exclusive economic zone around
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the U.S. The U.S. has also enacted the Comprehensive Environmental Response, Compensation and
Liability Act (“CERCLA”), which applies to the discharge of hazardous substances other than oil, except in
limited circumstances, whether on land or at sea. OPA and CERCLA both define “owner and operator” in
the case of a vessel as any person owning, operating or chartering by demise, the vessel. Both OPA and
CERCLA impact our operations.
Under OPA, vessel owners and operators are “responsible parties” and are jointly, severally and strictly
liable (unless the spill results solely from the act or omission of a third party, an act of God or an act of war)
for all containment and clean-up costs and other damages arising from discharges or threatened
discharges of oil from their vessels, including bunkers (fuel). OPA defines these other damages broadly to
include:
(i)
(ii)
(iii)
(iv)
loss of real or personal property, or natural resources;
(v)
property or natural resources; and
(vi)
discharge of oil, such as protection from fire, safety or health hazards, and loss of subsistence use
of natural resources.
OPA contains statutory caps on liability and damages; such caps do not apply to direct cleanup costs.
Effective November 12, 2019, the USCG adjusted the limits of OPA liability for non-tank vessels, edible oil
tank vessels, and any oil spill response vessels, to the greater of $1,200 per gross ton or $997,100 (subject
to periodic adjustment for inflation). On December 23, 2022, the USCG issued a final rule to adjust the
limitation of liability under the OPA. Effective March 23, 2023, the new adjusted limits of OPA liability for
non-tank vessels, edible oil tank vessels, and any oil spill response vessels, to the greater of $1,300 per
gross ton or $1,076,000 (subject to periodic adjustment for inflation).These limits of liability do not apply if
an incident was proximately caused by the violation of an applicable U.S. federal safety, construction or
operating regulation by a responsible party (or its agent, employee or a person acting pursuant to a
contractual relationship), or a responsible party's gross negligence or willful misconduct. The limitation on
liability similarly does not apply if the responsible party fails or refuses to (i) report the incident as required
by law where the responsible party knows or has reason to know of the incident; (ii) reasonably cooperate
and assist as requested in connection with oil removal activities; or (iii) without sufficient cause, comply
with an order issued under the Federal Water Pollution Act (Section 311 (c), (e)) or the Intervention on the
High Seas Act.
CERCLA contains a similar liability regime whereby owners and operators of vessels are liable for cleanup,
removal and remedial costs, as well as damages for injury to, or destruction or loss of, natural resources,
including the reasonable costs associated with assessing the same, and health assessments or health
effects studies. There is no liability if the discharge of a hazardous substance results solely from the act or
omission of a third party, an act of God or an act of war. Liability under CERCLA is limited to the greater of
$300 per gross ton or $5.0 million for vessels carrying a hazardous substance as cargo and the greater of
$300 per gross ton or $500,000 for any other vessel. These limits do not apply (rendering the responsible
person liable for the total cost of response and damages) if the release or threat of release of a hazardous
substance resulted from willful misconduct or negligence, or the primary cause of the release was a
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violation of applicable safety, construction or operating standards or regulations. The limitation on liability
also does not apply if the responsible person fails or refused to provide all reasonable cooperation and
assistance as requested in connection with response activities where the vessel is subject to OPA.
OPA and CERCLA each preserve the right to recover damages under existing law, including maritime tort
law. OPA and CERCLA both require owners and operators of vessels to establish and maintain with the
USCG evidence of financial responsibility sufficient to meet the maximum amount of liability to which the
particular responsible person may be subject. Vessel owners and operators may satisfy their financial
responsibility obligations by providing a proof of insurance, a surety bond, qualification as a self-insurer or
a guarantee. We comply and plan to comply going forward with the USCG’s financial responsibility
regulations by providing applicable certificates of financial responsibility.
OPA specifically permits individual states to impose their own liability regimes with regard to oil pollution
incidents occurring within their boundaries, provided they accept, at a minimum, the levels of liability
established under OPA and some states have enacted legislation providing for unlimited liability for oil
spills. Many U.S. states that border a navigable waterway have enacted environmental pollution laws that
impose strict liability on a person for removal costs and damages resulting from a discharge of oil or a
release of a hazardous substance. These laws may be more stringent than U.S. federal law. Moreover,
some states have enacted legislation providing for unlimited liability for discharge of pollutants within their
waters, although in some cases, states which have enacted this type of legislation have not yet issued
implementing regulations defining vessel owners’ responsibilities under these laws. The Company intends
to comply with all applicable state regulations in the ports where the Company’s vessels call.
We currently maintain pollution liability coverage insurance in the amount of $1 billion per incident for each
of our vessels. If the damages from a catastrophic spill were to exceed our insurance coverage, it could
have an adverse effect on our business and results of operation.
Other United States Environmental Initiatives
The U.S. Clean Air Act of 1970 (including its amendments of 1977 and 1990) (“CAA”) requires the EPA to
promulgate standards applicable to emissions of volatile organic compounds and other air contaminants.
The CAA requires states to adopt State Implementation Plans, or SIPs, some of which regulate emissions
resulting from vessel loading and unloading operations which may affect our vessels.
The U.S. Clean Water Act (“CWA”) prohibits the discharge of oil, hazardous substances and ballast water
in U.S. navigable waters unless authorized by a duly-issued permit or exemption, and imposes strict liability
in the form of penalties for any unauthorized discharges. The CWA also imposes substantial liability for the
costs of removal, remediation and damages and complements the remedies available under OPA and
CERCLA.
The EPA and the USCG have also enacted rules relating to ballast water discharge, compliance with which
requires the installation of equipment on our vessels to treat ballast water before it is discharged or the
implementation of other port facility disposal arrangements or procedures at potentially substantial costs,
and/or otherwise restrict our vessels from entering U.S. Waters. The EPA will regulate these ballast water
discharges and other discharges incidental to the normal operation of certain vessels within United States
waters pursuant to the Vessel Incidental Discharge Act (“VIDA”), which was signed into law on December
4, 2018 and replaces the 2013 Vessel General Permit (“VGP”) program and current Coast Guard ballast
water management regulations adopted under the U.S. National Invasive Species Act. VIDA establishes a
new framework for the regulation of vessel incidental discharges under the CWA, requires the EPA to
develop performance standards for those discharges within two years of enactment, and requires the
USCG to develop implementation, compliance, and enforcement regulations within two years of EPA’s
promulgation of standards. In October 2024, the EPA finalized its rule on Vessel Incidental Discharge
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Standards of Performance, which means that the USCG must now develop corresponding regulations
regarding ballast water within two years of that date.
Under VIDA, all provisions of the 2013 VGP and USCG regulations regarding ballast water treatment
remain in force and effect until the EPA and USCG regulations are finalized. Non-military, non-recreational
vessels greater than 79 feet in length must continue to comply with the requirements of the VGP, including
submission of a Notice of Intent (“NOI”) or retention of a PARI form and submission of annual reports. We
have submitted NOIs for our vessels where required. Compliance with the EPA, U.S. Coast Guard and
state regulations could require the installation of ballast water treatment equipment on our vessels or the
implementation of other port facility disposal procedures at potentially substantial cost or may otherwise
restrict our vessels from entering U.S. waters.
European Union Regulations
In October 2009, the European Union amended a directive to impose criminal sanctions for illicit ship-
source discharges of polluting substances, including minor discharges, if committed with intent, recklessly
or with serious negligence and the discharges individually or in the aggregate result in deterioration of the
quality of water. Aiding and abetting the discharge of a polluting substance may also lead to criminal
penalties. The directive applies to all types of vessels, irrespective of their flag, but certain exceptions apply
to warships or where human safety or that of the ship is in danger. Criminal liability for pollution may result
in substantial penalties or fines and increased civil liability claims. Regulation (EU) 2015/757 of the
European Parliament and of the Council of 29 April 2015 (amending EU Directive 2009/16/EC) governs
the monitoring, reporting and verification of carbon dioxide emissions from maritime transport, and, subject
to some exclusions, requires companies with ships over 5,000 gross tonnages to monitor and report carbon
dioxide emissions annually, which may cause us to incur additional expenses.
The European Union has adopted several regulations and directives requiring, among other things, more
frequent inspections of high-risk ships, as determined by type, age, and flag as well as the number of times
the ship has been detained. The European Union also adopted and extended a ban on substandard ships
and enacted a minimum ban period and a definitive ban for repeated offenses. The regulation also provided
the European Union with greater authority and control over classification societies, by imposing more
requirements on classification societies and providing for fines or penalty payments for organizations that
failed to comply. Furthermore, the EU has implemented regulations requiring vessels to use reduced sulfur
content fuel for their main and auxiliary engines. The EU Directive 2005/33/EC (amending Directive
1999/32/EC) introduced requirements parallel to those in Annex VI relating to the sulfur content of marine
fuels. In addition, the EU imposed a 0.1% maximum sulfur requirement for fuel used by ships at berth in
the Baltic, the North Sea and the English Channel (the so called “SOx-Emission Control Area”). As of
January 2020, EU member states must also ensure that ships in all EU waters, except the SOx-Emission
Control Area, use fuels with a 0.5% maximum sulfur content.
On September 15, 2020, the European Parliament voted to include greenhouse gas emissions from the
maritime sector in the European Union’s carbon market, the EU Emissions Trading System (“EU ETS”) as
part of its “Fit-for-55” legislation to reduce net greenhouse gas emissions by at least 55% by 2030. This will
require shipowners to buy permits to cover these emissions. On December 18, 2022, the Environmental
Council and European Parliament agreed on a gradual introduction of obligations for shipping companies
to surrender allowances equivalent to a portion of their carbon emissions: 40% for verified emissions from
2024, 70% for 2025 and 100% for 2026. Most large vessels will be included in the scope of the EU ETS
from the start. Big offshore vessels of 5,000 gross tonnage and above will be included in the 'MRV' on the
monitoring, reporting and verification of CO2 emissions from maritime transport regulation from 2025 and
in the EU ETS from 2027. General cargo vessels and off-shore vessels between 400-5,000 gross tonnage
will be included in the MRV regulation from 2025 and their inclusion in EU ETS will be reviewed in 2026.
Furthermore, starting from January 1, 2026, the ETS regulations will expand to include emissions of two
additional greenhouse gases: nitrous oxide and methane.
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From January 1, 2025, the EU adopted the FuelEU Maritime regulation, a proposal included in the "Fit-for-
55" legislation. FuelEU Maritime sets requirements on the annual average GHG intensity of energy used
by ships trading within the EU or European Economic Area (EEA). This intensity is measured as GHG
emissions per energy unit (gCO2e/MJ) and, in turn, GHG emissions are calculated in a well-to-wake
perspective. The calculation takes into account emissions related to the extraction, cultivation, production
and transportation of fuel, in addition to emissions from energy used on board the ship. The baseline for
the calculation is the average well-to-wake GHG intensity of the fleet in 2020: 91.16 gCO2e/MJ. This will
start at a 2% reduction in 2025, increasing to 6% in 2030, and accelerating from 2035 to reach an 80%
reduction by 2050.
Compliance with the Maritime EU ETS and FuelEU Maritime regulations will result in additional compliance
and administration costs to properly incorporate the provisions of the Directive into our business routines.
Additional EU regulations which are part of the EU’s "Fit-for-55," could also affect our financial position in
terms of compliance and administration costs when they take effect.
EU Ship Recycling Regulation
The Regulation is mostly aligned with the Hong Kong Convention on Ship Recycling, mentioned earlier
and aims quick ratification of the Convention. However, it sets some additional requirements and has been
into force since 2015 for new ships and 2020 for existing ships. It concerns vessels over 500 GT flying the
flag of a member state or vessels flying the flag of a 3
rd
Our fleet fully complies with this regulation. Our fleet’s Inventories of Hazardous Materials preparation,
certification and continuous maintenance have resulted in a significant cost to the Company.
International Labour Organization
The International Labour Organization (the “ILO”) is a specialized agency of the UN that has adopted the
Maritime Labor Convention 2006 (“MLC 2006”). A Maritime Labor Certificate and a Declaration of Maritime
Labor Compliance is required to ensure compliance with the MLC 2006 for all ships that are 500 gross
tonnage or over and are either engaged in international voyages or flying the flag of a Member and
operating from a port, or between ports, in another country. All of our vessels are certified under the
Maritime Labor Convention 2006 (“MLC 2006”).
Greenhouse Gas Regulation
Currently, the emissions of greenhouse gases from international shipping are not subject to the Kyoto
Protocol to the United Nations Framework Convention on Climate Change, which entered into force in 2005
and pursuant to which adopting countries have been required to implement national programs to reduce
greenhouse gas emissions with targets extended through 2020. International negotiations are continuing
with respect to a successor to the Kyoto Protocol, and restrictions on shipping emissions may be included
in any new treaty. In December 2009, more than 27 nations, including the U.S. and China, signed the
Copenhagen Accord, which includes a non-binding commitment to reduce greenhouse gas emissions. The
2015 United Nations Climate Change Conference in Paris resulted in the Paris Agreement, which entered
into force on November 4, 2016 and does not directly limit greenhouse gas emissions from ships. The U.S.
is not a party to the Paris Agreement.
At MEPC 70 and MEPC 71, a draft outline of the structure of the initial strategy for developing a
comprehensive IMO strategy on reduction of greenhouse gas emissions from ships was approved. In
accordance with this roadmap, in April 2018, nations at the MEPC 72 adopted an initial strategy to reduce
greenhouse gas emissions from ships. The initial strategy identifies “levels of ambition” to reduce
greenhouse gas emissions and notes that technological innovation, alternative fuels and/or energy sources
for international shipping will be integral to achieve the overall ambition. These regulations could cause us
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to incur additional substantial expenses. At MEPC 77, the Member States agreed to initiate the revision of
the Initial IMO Strategy on Reduction of GHG emissions from ships, recognizing the need to strengthen
the “levels of ambition.” In July 2023, MEPC 80 adopted the 2023 IMO Strategy on Reduction of GHG
Emissions from Ships (the “2023 IMO Strategy”), which builds upon the initial strategy’s levels of ambition.
The revised levels of ambition include (1) further decreasing the carbon intensity from ships through
improvement of energy efficiency; (2) reducing carbon intensity of international shipping; (3) increasing
adoption of zero or near-zero emissions technologies, fuels, and energy sources; and (4) achieving net
zero GHG emissions from international shipping. Furthermore, the following indicative checkpoints were
adopted in order to reach net zero GHG emissions from international shipping: (1) reduce the total annual
GHG emissions from international shipping by at least 20%, striving for 30%, by 2030, compared to 2008
levels; and (2) reduce the total annual GHG emissions from international shipping by at least 70%, striving
for 80%, by 2040, compared to 2008 levels. As part of the 2023 IMO Strategy, MPEC also created the IMO
Net-zero Framework, which will combine mandatory emissions limits and GHG pricing across the industry.
The IMO Net-zero Framework was approved at MEPC 83 (Spring 2025) for potential adoption in Spring
2026 and will eventually be included in Annex VI. Under these draft regulations, ships will be required to
reduce their annual greenhouse gas fuel intensity (“GFI”) calculated using the well-to-wake approach and
ships emitting above GFI thresholds will have to acquire remedial units to balance its deficit emissions,
while those using zero or near-zero GHG technologies will be eligible for financial rewards.
The EU made a unilateral commitment to reduce overall greenhouse gas emissions from its member states
from 20% of 1990 levels by 2020. The EU also committed to reduce its emissions by 20% under the Kyoto
Protocol’s second period from 2013 to 2020. Starting in January 2018, large ships over 5,000 gross
tonnage calling at EU ports are required to collect and publish data on carbon dioxide emissions and other
information. Under the European Climate Law, the EU committed to reduce its net greenhouse gas
emissions by at least 55% by 2030 through its “Fit-for-55” legislation package. As part of this initiative, the
European Union’s carbon market, EU ETS, has been extended to cover CO2 emissions from all large ships
entering EU ports starting January 2024.
Any passage of climate control legislation or other regulatory initiatives by the IMO, the EU, the U.S. or
other countries where we operate, or any treaty adopted at the international level to succeed the Kyoto
Protocol or Paris Agreement, that restricts emissions of greenhouse gases could require us to make
significant financial expenditures which we cannot predict with certainty at this time. Even in the absence
of climate control legislation, our business may be indirectly affected to the extent that climate change may
result in sea level changes or certain weather events.
Vessel Security Regulations
Since the terrorist attacks of September 11, 2001 in the United States, there have been a variety of
initiatives intended to enhance vessel security such as the U.S. Maritime Transportation Security Act of
2002 (“MTSA”).
To
implement certain portions of the MTSA, the USCG issued regulations requiring the
implementation of certain security requirements aboard vessels operating in waters subject to the
jurisdiction of the United States and at certain ports and facilities, some of which are regulated by the EPA.
Similarly, Chapter XI-2 of the SOLAS Convention imposes detailed security obligations on vessels and port
authorities and mandates compliance with the International Ship and Port Facility Security Code (“the ISPS
Code”). The ISPS Code is designed to enhance the security of ports and ships against terrorism.
To
trade
internationally, a vessel must attain an International Ship Security Certificate (“ISSC”) from a recognized
security organization approved by the vessel’s flag state. Ships operating without a valid certificate may be
detained, expelled from, or refused entry at port until they obtain an ISSC.
The USCG regulations, intended to align with international maritime security standards, exempt non-U.S.
vessels from MTSA vessel security measures, provided such vessels have on board a valid ISSC that
attests to the vessel’s compliance with the SOLAS Convention security requirements and the ISPS Code.
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Future security measures could have a significant financial impact on us. We intend to comply with the
various security measures addressed by MTSA, the SOLAS Convention and the ISPS Code. The cost of
vessel security measures has also been affected by the escalation in the frequency of acts of piracy against
ships, notably off the coast of Somalia, including the Gulf of Aden and Arabian Sea area. Substantial loss
of revenue and other costs may be incurred as a result of detention of a vessel or additional security
measures, and the risk of uninsured losses could significantly affect our business. Costs are incurred in
taking additional security measures in accordance with Best Management Practices to Deter Piracy,
notably those contained in the BMP5 industry standard.
Inspection by Flag administration and Classification Societies
The flag represents the nationality of the ship, showing that it’s under the control of the registered country
and must comply with international and maritime law of it. The flag is required to take measures to ensure
safety at sea and should verify that ships under its authority, conform to relevant international standards,
in regard to construction, design, equipment and manning of ships, through on board physical inspections.
The hull and machinery of every commercial vessel must be classed by a classification society authorized
by its country of registry. The classification society certifies that a vessel is safe and seaworthy in
accordance with the applicable rules and regulations of the country of registry of the vessel and SOLAS.
Most insurance underwriters make it a condition for insurance coverage and lending that a vessel be
certified “in class” by a classification society which is a member of the International Association of
Classification Societies, the IACS. The IACS has adopted harmonized Common Structural Rules, or “the
Rules”, which apply to oil tankers and bulk carriers contracted for construction on or after July 1, 2015. The
Rules attempt to create a level of consistency between IACS Societies. All of our vessels are certified as
being “in class” by all the applicable Classification Societies (e.g., American Bureau of Shipping, Lloyd's
Register of Shipping).
A vessel must undergo annual surveys, intermediate surveys, drydockings and special surveys. In lieu of
a special survey, a vessel’s machinery may be on a continuous survey cycle, under which the machinery
would be surveyed periodically over a five-year period. Every vessel should have a minimum of two
examinations of the outside of a vessel's bottom and related items during each five-year special survey
period. One such examination is to be carried out in conjunction with the Special Periodical Survey. In all
cases, the interval between any two such examinations is not to exceed 36 months. In all cases, the interval
between any two such examinations is not to exceed 36 months. If any vessel does not maintain its class
and/or fails any annual survey, intermediate survey, drydocking or special survey, the vessel will be unable
to carry cargo between ports and will be unemployable and uninsurable which could cause us to be in
violation of certain covenants in our loan agreements. Any such inability to carry cargo or be employed, or
any such violation of covenants, could have a material adverse impact on our financial condition and results
of operations.
Risk of Loss and Liability Insurance
General
The operation of any cargo vessel includes risks such as mechanical failure, physical damage, collision,
property loss, cargo loss or damage and business interruption due to political circumstances in foreign
countries, piracy incidents, hostilities and labor strikes. In addition, there is always an inherent possibility
of marine disaster, including oil spills and other environmental mishaps, and the liabilities arising from
owning and operating vessels in international trade. OPA, which imposes virtually unlimited liability
upon shipowners, operators and bareboat charterers of any vessel trading in the exclusive economic
zone of the United States for certain oil pollution accidents in the United States, has made liability insurance
more expensive for shipowners and operators trading in the United States market. We carry insurance
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coverage as customary in the shipping industry. However, not all risks can be insured, specific claims may
be rejected, and we might not be always able to obtain adequate insurance coverage at reasonable rates.
While we maintain hull and machinery insurance, war risks insurance, protection and indemnity cover and
freight, demurrage and defense cover for our operating fleet in amounts that we believe to be prudent to
cover normal risks in our operations, we may not be able to achieve or maintain this level of coverage
throughout a vessel's useful life. Furthermore, while we believe that our present insurance coverage is
adequate, not all risks can be insured, and there can be no guarantee that any specific claim will be paid,
or that we will always be able to obtain adequate insurance coverage at reasonable rates.
Hull & Machinery and War Risks Insurance
We maintain marine hull and machinery and war risks insurance, which cover, among other marine risks,
the risk of actual or constructive total loss, for all of our vessels. Our vessels are each covered up to at
least fair market value with deductibles ranging to a maximum of $100,000 per vessel per incident for
Panamax, Kamsarmax and Post-Panamax vessels and $150,000 per vessel per incident for Capesize and
Newcastlemax vessels.
Protection and Indemnity Insurance
Protection and indemnity insurance is provided by mutual protection and indemnity associations, or “P&I
Associations,” and covers our third-party liabilities in connection with our shipping activities. This includes
third-party liability and other related expenses of injury or death of crew, passengers and other third parties,
loss or damage to cargo, claims arising from collisions with other vessels, damage to other third-party
property, pollution arising from oil or other substances, and salvage, towing and other related costs,
including wreck removal. Protection and indemnity insurance is a form of mutual indemnity insurance,
extended by protection and indemnity mutual associations, or “clubs.”
Our current protection and indemnity insurance coverage for pollution is $1 billion per vessel per incident.
The 12 P&I Associations that comprise the International Group insure approximately 90% of the world’s
commercial tonnage and have entered into a pooling agreement to reinsure each association’s
liabilities. The International Group’s website states that the Pool provides a mechanism for sharing all
claims in excess of US$10 million up to, currently, approximately US$8.9 billion. As a member of a P&I
Association, which is a member of the International Group, we are subject to calls payable to the
associations based on our claim records as well as the claim records of all other members of the individual
associations and members of the shipping pool of P&I Associations comprising the International Group.
Our vessels may be subject to supplemental calls which are based on estimates of premium income and
anticipated and paid claims. Such estimates are adjusted each year by the Board of Directors of the P&I
Association until the closing of the relevant policy year, which generally occurs within three years from the
end of the policy year. Supplemental calls, if any, are expensed when they are announced and according
to the period they relate to.
C. Organizational structure
Diana Shipping Inc. is the sole owner of all of the issued and outstanding shares of the subsidiaries listed
in Exhibit 8.1 to this annual report.
D. Property, plants and equipment
Since October 8, 2010, DSS owns the land and the building where we have our principal corporate offices
in Athens, Greece. In addition, DSS owns three additional plots, one partly acquired in 2021 and partly in
2023 from two related parties and two acquired in 2024 from unrelated third parties. All plots of land are in
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the same area as our principal offices and were acquired for corporate use. Other than this interest in real
property, our only material properties are the vessels in our fleet.
Item 4A. Unresolved Staff Comments
None.
Item 5. Operating and Financial Review and Prospects
The following management's discussion and analysis should be read in conjunction with our historical
consolidated financial statements and their notes included elsewhere in this annual report. This discussion
contains forward-looking statements that reflect our current views with respect to future events and financial
performance. Our actual results may differ materially from those anticipated in these forward-looking
statements as a result of certain factors, such as those set forth in the section entitled “Risk Factors” and
elsewhere in this annual report.
A.
Operating results
Factors Affecting Our Results of Operations
We believe that our results of operations are affected by the following factors:
(1) Average number of vessels is the number of vessels that constituted our fleet for the relevant
period, as measured by the sum of the number of days each vessel was a part of our fleet during
the period divided by the number of calendar days in the period.
(2) Ownership days are the aggregate number of days in a period during which each vessel in our
fleet has been owned by us. Ownership days are an indicator of the size of our fleet over a
period and affect both the amount of revenues and the amount of expenses that we record
during a period.
(3) Available days are the number of our ownership days less the aggregate number of days that
our vessels are off-hire due to scheduled repairs or repairs under guarantee, vessel upgrades
or special surveys and the aggregate amount of time that we spend positioning our vessels for
such events. The shipping industry uses available days to measure the number of days in a
period during which vessels should be capable of generating revenues.
(4) Operating days are the number of available days in a period less the aggregate number of days
that our vessels are off-hire due to any reason, including unforeseen circumstances. The
shipping industry uses operating days to measure the aggregate number of days in a period
during which vessels actually generate revenues.
(5) We calculate fleet utilization by dividing the number of our operating days during a period by
the number of our available days during the period. The shipping industry uses fleet utilization
to measure a company's efficiency in finding suitable employment for its vessels and minimizing
the amount of days that its vessels are off-hire for reasons other than scheduled repairs or
repairs under guarantee, vessel upgrades, special surveys or vessel positioning for such
events.
(6) Time charter equivalent rates, or TCE rates, are defined as our time charter revenues less
voyage expenses during a period divided by the number of our available days during the period,
68
which is consistent with industry standards. Voyage expenses include port charges, bunker
(fuel) expenses, canal charges and commissions. TCE rate is a non-GAAP measure, and
management believes it is useful to investors because it is a standard shipping industry
performance measure used primarily to compare daily earnings generated by vessels on time
charters with daily earnings generated by vessels on voyage charters, because charter hire
rates for vessels on voyage charters are generally not expressed in per day amounts while
charter hire rates for vessels on time charters are generally expressed in such amounts.
(7) Daily vessel operating expenses, which include crew wages and related costs, the cost of
insurance, expenses relating to repairs and maintenance, the costs of spares and consumable
stores, tonnage taxes and other operating expenses, are calculated by dividing vessel operating
expenses by ownership days for the relevant period.
The following table reflects such factors for the periods indicated:
As of and for the
Year Ended December 31,
2025
2024
2023
Fleet Data:
Average number of vessels (1)
36.7
38.9
41.1
Number of vessels at year-end
36.0
38.0
40.0
Weighted average age of vessels at year-end (in years)
12.1
11.3
10.5
Ownership days (2)
13,406
14,219
14,986
Available days (3)
13,014
14,057
14,867
Operating days (4)
12,969
14,009
14,824
Fleet utilization (5)
99.7%
99.7%
99.7%
Average Daily Results:
Time charter equivalent (TCE) rate (6)
$
15,454
$
15,267
$
16,713
Daily vessel operating expenses (7)
5,986
5,808
5,704
The following table reflects the calculation of our TCE rates for the periods presented:
Year Ended December 31,
2025
2024
2023
(in thousands of U.S. dollars, except for TCE rates, which
are expressed in U.S. dollars, and available days)
Time charter revenues
$
213,541
$
228,209
$
262,098
Less: voyage expenses
(12,417)
(13,607)
(13,621)
Time charter equivalent revenues
$
201,124
$
214,602
$
248,477
Available days
13,014
14,057
14,867
Time charter equivalent (TCE) rate
$
15,454
$
15,267
$
16,713
Time Charter Revenues
Our revenues are driven primarily by the number of vessels in our fleet, the number of days during which
our vessels operate and the amount of daily charter hire rates that our vessels earn under charters, which,
in turn, are affected by a number of factors, including:
69
●
the duration of our charters;
●
our decisions relating to vessel acquisitions and disposals;
●
the amount of time that we spend positioning our vessels;
●
the amount of time that our vessels spend in drydock undergoing repairs;
●
maintenance and upgrade work;
●
the age, condition and specifications of our vessels;
●
levels of supply and demand in the dry bulk shipping industry.
Vessels operating on time charters for a certain period of time provide more predictable cash flows over
that period of time but can yield lower profit margins than vessels operating in the spot charter market
during periods characterized by favorable market conditions. Vessels operating in the spot charter market
generate revenues that are less predictable but may enable their owners to capture increased profit
margins during periods of improvements in charter rates although their owners would be exposed to the
risk of declining charter rates, which may have a material adverse impact on financial performance. As we
employ vessels on period charters, future spot charter rates may be higher or lower than the rates at which
we have employed our vessels on period charters. Our time charter agreements subject us to counterparty
risk. In depressed market conditions, charterers may seek to renegotiate the terms of their existing charter
parties or avoid their obligations under those contracts. Should a counterparty fail to honor their obligations
under agreements with us, we could sustain significant losses which could have a material adverse effect
on our business, financial condition, results of operations and cash flows. Revenues derived from time
charter agreements in 2025 decreased compared to previous years due to the decrease in the size of our
fleet following vessel sales described elsewhere in this annual report.
Voyage Expenses
We incur voyage expenses that mainly include commissions because all of our vessels are employed under
time charters that require the charterer to bear voyage expenses such as bunkers (fuel oil), port and canal
charges. Although the charterer bears the cost of bunkers, we also have bunker gain or loss deriving from
the price differences of bunkers. When a vessel is delivered to a charterer, bunkers are purchased by the
charterer and sold back to us on the redelivery of the vessel. Bunker gain, or loss, results when a vessel
is redelivered by her charterer and delivered to the next charterer at different bunker prices, or quantities.
We usually pay commissions ranging from 4.75% to 5.00% of the total daily charter hire rate of each charter
to unaffiliated ship brokers, in-house brokers associated with the charterers, depending on the number of
brokers involved with arranging the charter. In addition, we pay a commission to DWM and to DSS for
those vessels for which they provide commercial management services. The commissions paid to DSS are
eliminated from our consolidated financial statements as intercompany transactions.
Vessel Operating Expenses
Vessel operating expenses include crew wages and related costs, the cost of insurance, expenses relating
to repairs and maintenance, the cost of spares and consumable stores, tonnage taxes, environmental plan
costs and health, safety, quality (HSQ) and vetting. Our vessel operating expenses generally represent
fixed costs.
70
Vessel Depreciation
The cost of our vessels is depreciated on a straight-line basis over the estimated useful life of each vessel.
Depreciation is based on the cost of the vessel less its estimated salvage value. We estimate the useful
life of our dry bulk vessels to be 25 years from the date of initial delivery from the shipyard, which we believe
is common in the dry bulk shipping industry. Furthermore, we estimate the salvage values of our vessels
based on historical average prices of the cost of the light-weight ton of vessels being scrapped. Effective
July 1, 2023, the Company changed its estimated scrap rate of its vessels from $250 per lightweight ton to
$400 per lightweight ton, calculated based on the average demolition prices in different markets, during the
last 15 years.
General and Administrative Expenses
We incur general and administrative expenses which include our onshore related expenses such as payroll
expenses of employees, executive officers, directors and consultants, compensation cost of restricted
stock awarded to senior management and non-executive directors, traveling, promotional and other
expenses of the public company, such as legal and professional expenses and other general expenses.
General and administrative expenses are not affected significantly by the size of the fleet. However, they
are affected by the exchange rate of Euro to US Dollars, as about half of our administrative expenses are
in Euro.
Interest and Finance Costs
We incur interest expense and financing costs in connection with vessel-specific debt, senior unsecured
bond and finance liabilities. As of December 31, 2025 our aggregate debt amounted to $529.2 million and
our finance liabilities amounted to $114.1 million. During 2023, we replaced LIBOR, being the reference
rate to calculate interest expense in our loan facilities having a floating rate, with term SOFR. Interest rates,
which had been increasing since the beginning of 2022, started to decrease in the third quarter of 2024
and continued to decline until the end of 2025.
We manage our exposure to interest rates by maintaining a mix of floating and fixed interest rate financing
agreements. Floating rate agreements include secured loan facilities and fixed rate agreements include
leases and our senior unsecured bond. Also, in 2023, we entered into an interest rate swap for 30% of our
$100 million loan facility with DNB, dated June 26, 2023, under which we pay fixed interest and receive
floating.
Lack of Historical Operating Data for Vessels before Their Acquisition
Although vessels are generally acquired free of charter, we have acquired (and may in the future acquire)
some vessels with time charters. It is rare in the shipping industry for the last charterer of the vessel in the
hands of the seller to continue as the first charterer of the vessel in the hands of the buyer. In most cases,
when a vessel is under time charter and the buyer wishes to assume that charter, the vessel cannot be
acquired without the charterer’s consent and the buyer entering into a separate direct agreement (called a
“novation agreement”) with the charterer to assume the charter. The purchase of a vessel itself does not
transfer the charter because it is a separate service agreement between the vessel owner and the
charterer.
Where we identify any intangible assets or liabilities associated with the acquisition of a vessel, we record
all identified assets or liabilities at fair value. Fair value is determined by reference to market data. We
value any asset or liability arising from the market value of the time charters assumed when a vessel is
acquired. The amount to be recorded as an asset or liability at the date of vessel delivery is based on the
difference between the current fair market value of the charter and the net present value of future
71
contractual cash flows. When the present value of the time charter assumed is greater than the current
fair market value of such charter, the difference is recorded as prepaid charter revenue. When the opposite
situation occurs, any difference, capped to the vessel’s fair value on a charter-free basis, is recorded as
deferred revenue. Such assets and liabilities, respectively, are amortized as a reduction of, or an increase
in, revenue over the period of the time charter assumed.
When we purchase a vessel and assume or renegotiate a related time charter, among others, we must
take the following steps before the vessel will be ready to commence operations:
●
obtain the charterer’s consent to us as the new owner;
●
obtain the charterer’s consent to a new technical manager;
●
in some cases, obtain the charterer’s consent to a new flag for the vessel;
●
arrange for a new crew for the vessel, and where the vessel is on charter, in some cases, the
crew must be approved by the charterer;
●
replace all hired equipment on board, such as gas cylinders and communication equipment;
●
negotiate and enter into new insurance contracts for the vessel through our own insurance
brokers;
●
register the vessel under a flag state and perform the related inspections in order to obtain new
trading certificates from the flag state;
●
implement a new planned maintenance program for the vessel; and
●
ensure that the new technical manager obtains new certificates for compliance with the safety
and vessel security regulations of the flag state.
When we charter a vessel pursuant to a long-term time charter agreement with varying rates, we recognize
revenue on a straight-line basis, equal to the average revenue during the term of the charter.
The following discussion is intended to help you understand how acquisitions of vessels affect our business
and results of operations.
Our business is mainly comprised of the following elements:
●
employment and operation of our vessels; and
●
management of the financial, general and administrative elements involved in the conduct of
our business and ownership of our vessels.
The employment and operation of our vessels mainly require the following components:
●
vessel maintenance and repair;
●
crew selection and training;
●
vessel spares and stores supply;
●
contingency response planning;
72
●
onboard safety procedures auditing;
●
accounting;
●
vessel insurance arrangement;
●
vessel chartering;
●
vessel security training and security response plans (ISPS);
●
obtaining of ISM certification and audit for each vessel within the six months of taking over a
vessel;
●
vessel hiring management;
●
vessel surveying; and
●
vessel performance monitoring.
The management of financial, general and administrative elements involved in the conduct of our business
and ownership of our vessels mainly requires the following components:
●
management of our financial resources, including banking relationships, i.e., administration of
bank loans and bank accounts;
●
management of our accounting system and records and financial reporting;
●
administration of the legal and regulatory requirements affecting our business and assets; and
●
management of the relationships with our service providers and customers.
The principal factors that affect our profitability, cash flows and shareholders’ return on investment include:
●
rates and periods of charter hire;
●
levels of vessel operating expenses;
●
depreciation expenses;
●
financing costs;
●
global conflicts;
●
inflation, and
●
fluctuations in foreign exchange rates.
73
Results of Operations
Year ended December 31, 2025 compared to the year ended December 31, 2024
Time charter revenues.
compared to $228.2 million in 2024. The decrease was primarily due to a decrease in the size of the fleet
resulting from the sale of two vessels during 2025, which decreased operating days during 2025, compared
to last year. Operating days declined to 12,969 in 2025 from 14,009 in 2024. This reduction was partially
offset by higher average time charter rates, as reflected in our TCE rate of $15,454 in 2025 compared to
$15,267 in 2024.
Voyage expenses.
compared to $13.6 million in 2024. This decrease was mainly attributable to lower commissions, which
amounted to $10.8 million in 2025, compared to $11.6 million in 2024. A further decrease was due to
voyage and port expenses, which declined to $0.9 million in 2025 from $1.2 million in 2024.
Vessel operating expenses.
Vessel operating expenses decreased by $2.4 million, or 3%, to $80.2 million
in 2025 compared to $82.6 million in 2024. The decrease was mainly attributable to fewer ownership days
in 2025 following the sale of two vessels discussed above. This decrease was partially offset by a 3%
increase in daily vessel operating expenses, which rose to $5,986 in 2025, from $5,808 in 2024, mainly
due to higher crew-related costs.
Depreciation and amortization of deferred charges.
Depreciation and amortization of deferred charges
increased by $1.8 million, or 4%, to $46.5 million in 2025, compared to $44.7 million in 2024. The increase
was primarily due to higher amortization of deferred drydock costs, as fourteen vessels underwent drydock
surveys in 2025 compared to six vessels in 2024. This increase was partially offset by lower depreciation
expenses resulting from reduced ownership days following the sale of two vessels during 2025.
General and administrative expenses
. General and admini
strati
ve expenses increased by $0.7 million, or
2%, to $34.1 million in 2025 compared to $33.4 million in 2024. The increase was primarily driven by higher
payroll and legal expenses, partially offset by lower tax expenses. Additionally, as almost half of our general
and administrative expenses are denominated in Euro, general and administrative expenses were also
affected by movements in the euro/U.S. dollar exchange rate during 2025.
Management fees to a related party.
to $1.2 million in 2025, compared to $1.3 million in 2024. The decrease was attributable to a reduction in the
number of vessels managed by DWM in 2025, following the sale of one managed vessel during the year.
Gain on sale of vessels.
due to the sale of vessels
Alcmene and Selina,
compared to $5.8 million in 2024 which related to the sale of
vessels
Artemis and Houston
.
Interest expense and finance costs.
$43.0 million in 2025 compared to $47.5 million in 2024. The decrease was mainly due to lower average
interest rates in 2025 compared to 2024.
Interest and other income
. Interest and other income decreased by $0.9 million, or 11%, to $7.5 million in
2025 compared to $8.4 million in 2024. The decrease was mainly attributable to a lower amount of time
deposits placed during 2025 and further impacted by lower deposit rates achieved in 2025 compared to 2024.
Loss on extinguishment of debt. In 2024, the loss on extinguishment of debt consisted of the prepayment of
the 8.375% Senior Unsecured bond at a price equal to 103.35% of nominal value, with the proceeds from
the new bond.
74
Gain/(loss) on derivatives. In 2025, loss on derivates amounted to $0.2 million, as compared to a gain of $0.3
million in 2024. Gain/(loss) on derivative instruments reflects the decrease in interest rates affecting the
change in fair value of the interest rate swap dated July 6, 2023, which we entered into with DNB for a notional
amount of $30 million, under which we pay a fixed rate of 4.268% and receive floating interest based on term
SOFR.
Gain/(loss) on related party Investments. Loss on related party investments amounted to $1.1 million in 2025.
The loss primarily reflected the dilution of the Company’s common stock holdings in OceanPal arising from
multiple common stock issuances and the impact of a reverse stock split, which resulted in a $4.1 million
loss. This was partially offset by a $3.0 million gain on the sale of the Company’s 500,000 Series B Preferred
Shares of OceanPal, representing the excess of the sale proceeds over the carrying amount. This compares
to a loss of $3.9 million in 2024, which resulted from the measurement of OceanPal’s common shares at fair
value on December 31, 2024, based on the closing price of the shares on that date.
Gain/(loss) on equity securities. Gain on equity securities amounted to $14.7 million in 2025, compared to a
loss of $0.4 million in 2024. In 2024, we sold equity securities acquired in 2023, resulting in a realized loss of
$0.4 million. In 2025, we acquired equity securities of Genco Shipping & Trading Limited (Genco)
representing 14.8% of Genco’s common stock as of year-end. The valuation of these equity securities at fair
value at year-end resulted in an unrealized gain of $14.7 million.
Gain on warrants.
Gain on warrants amounted to $0.5 million in 2025, compared to $0.7 million in 2024,
which resulted from the fair value adjustment of the outstanding warrants as of December 31, 2025 and 2024,
respectively.
Loss from equity method investments.
Loss from equity method investments, amounted to $2.8 million in
2025, compared to $0.1 million in 2024. In 2025, the loss was attributable to a $1.4 million loss from our 80%
interest in Ecogas, a $0.1 million loss from our 34% interest in Windward, an additional $0.8 million loss from
our 25% interest in Bergen and a $0.5 million loss from our 50% interest in DWM. In 2024, the loss was
attributable to a $0.5 million loss from our 45.87% interest in Windward, which was partially offset by a $0.3
million gain from our 25% interest in Bergen and a $0.1 million gain from our 50% interest in DWM.
Year ended December 31, 2024 compared to the year ended December 31, 2023
For a discussion of the year ended December 31, 2024 compared to the year ended December 31, 2023,
please refer to “Item 5. Operating and Financial Review and Prospects” in our Annual Report on Form 20-
F, for the year ended December 31, 2024 filed with the SEC on March 21, 2025.
B. Liquidity and Capital Resources
Historically, we finance our short-term and long-term capital requirements with cash from operations, cash
at banks, equity contributions from shareholders, long-term bank debt, finance liabilities and senior
unsecured bonds. Our main uses of funds have been capital expenditures for the acquisition and
construction of new vessels, expenditures incurred in connection with ensuring that our vessels comply
with international and regulatory standards, repayments of bank loans, repurchase of our common stock
and payment of dividends.
Our short-term liquidity requirements include funding the installments for the construction of two vessels
with expected deliveries in 2027 and 2028, funding the construction of an office building, payments of
committed capital under the terms of our joint ventures in Windward and Ecogas, expenditures relating to
scheduled drydock and special surveys of our vessels to comply with international and regulatory
standards, payments of interest and principal installments under our bank loans, our bond, and lease
agreements and payment of dividends, common and preferred. Our primary sources of short-term liquidity
75
include cash generated from operating activities, available cash balances, proceeds from the exercise of
warrants and vessel sales.
Our long-term liquidity requirements include funding our newbuilding vessel installments, interest and
principal payments on outstanding debt, bond, and lease agreements, loan maturities, payment of
dividends, common and preferred, if declared by the board of directors, expenditures for drydock and
special surveys as they become due. Sources of funding for our long-term liquidity requirements include
cash flows from operations, available cash balances, bank borrowings, issuance of debt and equity
securities, and vessel sales.
As of December 31, 2025 and 2024, working capital, defined as current assets minus current liabilities,
including the current portion of long-term debt and finance liabilities, amounted to $155.3 million and $126.4
million, respectively. The increase in working capital was primarily driven by a $118.2 million increase in
investments in equity securities related to the acquisition of 14.8% ownership interest in Genco. Working
capital also increased by $4.2 million due to the reclassification of our equity method investment in Bergen
as current, resulting from Bergen’s sale of
DSI Drammen
. The increase was partially offset by a $83.9
million decrease in cash and cash equivalents and time deposits, mainly due to the maturity of time deposits
and the redeployment of available liquidity into equity securities. Working capital was further affected by
an increase in current liabilities, primarily due to a higher current portion of long-term debt following the
issuance of a new loan during 2025. We believe that our working capital is sufficient to cover our short-
term requirements.
Cash and cash equivalents, including restricted cash, are primarily held in U.S. dollars and amounted to
$122.3 million as of December 31, 2025 and $143.7 million as of December 31, 2024. Restricted cash,
non-current, which represents minimum liquidity requirements under our loan facilities, as of December 31,
2025 and 2024, amounted to $18 million and $19 million, respectively. Restricted cash, current consists of
loan proceeds drawn during the year maintained in a pledged account in order to reduce the loan’s margin
and as of December 31, 2025 amounted to $53.8 million. Time deposits with maturities above three months
amounted to $0 million and $63.5 million as of December 31, 2025 and 2024, respectively. Our cash and
cash equivalents, restricted cash and time deposits represent our unused sources of liquidity to meet our
short- and long-term obligations.
During 2025 and 2024, our sources and uses of cash were as follows:
Net Cash Provided by Operating Activities
Net cash provided by operating activities decreased by $36.0 million, or 43%. In 2025, net cash provided
by operating activities was $47.5 million compared to net cash provided by operating activities of
$83.5 million in 2024. The decrease was mainly attributable to the proceeds from the sale of our investment
in equity securities recognized in 2024, increased dry-docking and special survey costs incurred in 2025
and lower operating cash inflows, primarily reflecting reduced operating days following the sale of two
vessels during the year.
Net Cash Used in Investing Activities
Net cash used in investing activities was $32.0 million for 2025, which consists of $1.5 million paid for
vessels under construction and improvements; $23.0 million of proceeds from the sale of two vessels in
2025; $118.3 million paid to acquire investments, net of a $3.5 million return of capital from our investment
in Windward; $3.0 million proceeds from the sale of the Series B Preferred shares of OceanPal; a $63.5
million decrease in time deposits with maturity above three months; and $1.7 million relating to the
acquisition of property and equipment.
76
Net cash used in investing activities was $39.8 million for 2024, which consists of $20.5 million paid for
vessels under construction and improvements; $35.2 million of proceeds from the sale of two vessels in
2024; $27.2 million paid to acquire investments in Windward; increased investment by $23.5 million in time
deposits with maturity above three months; and $3.7 million relating to the acquisition of property and
equipment.
Net Cash Used in Financing Activities
Net cash used in financing activities was $36.9 million for 2025, which mainly consists of $55.0 million of
proceeds from the issuance of long term debt; $58.2 million of repayments of bank debt and finance
liabilities; $23.0 million of payments for the repurchase of common stock; $5.8 million and $4.6 million of
cash dividends paid on our preferred and common stock, respectively; and $0.4 million of finance costs
paid in connection with the new loan agreement.
Net cash used in financing activities was $21.7 million for 2024, which consists of $117.2 million proceeds
from issuance of long term debt; $123.0 million of bank debt and finance liabilities that we repaid; $24.2
million proceeds from issuance of common stock; $5.8 million and $29.0 million of cash dividends paid on
our preferred and common stock, respectively; and $5.3 million of finance costs paid in relation to new loan
agreements.
For a detailed discussion of cash flows for the year ended December 31, 2024 compared to the year ended
December 31, 2023 please see “Item 5. Operating and Financial Review and Prospects - B. Liquidity and
Capital Resources” included in our 2024 Annual Report filed on Form 20-F with the SEC on March 21,
2025.
Commitments for Capital Expenditures
As of the date of this annual report, we have outstanding commitments amounting to: (i) $73.6 million for
the construction of two 81,200 dwt methanol dual-fuel newbuilding Kamsarmax dry bulk vessels expected
to be delivered in the third quarter of 2027 and the first quarter of 2028; (ii) €9.4 million under our joint
venture agreement with Windward; (iii) $8.2 million remaining commitment to Ecogas for the construction
of two 7,500 cbm LPG vessels with expected deliveries in 2027 and (iv) $50.4 million of purchase
obligations under our lease agreements.
We also incur capital expenditures when our vessels undergo statutory (drydock and special) surveys. This
process may require us to reposition vessels from discharging ports to shipyard facilities, which reduces
operating days during the period. Additional capital expenditure may also be required for vessel
improvements needed to comply with new or upcoming regulations.
Over the next twelve months, we will require capital to fund ongoing operations, debt service, common and
preferred dividend payments, bareboat charter hire payments, and investments.
As of the date of this annual report, we have contracted revenues covering around 81% of our ownership
days in 2026, in time charter agreements having an average time charter rate above our break-even rate
as of December 31, 2025, and we have fixed around 9% of our ownerships days in 2027. Our revenues
for the unfixed days in 2026 and 2027 will be affected by the developments in the dry bulk market and we
cannot assure you that we will be able to successfully renew existing charters at rates sufficient to allow
us to meet all of our obligations. As of the date of this annual report, we believe that contracted and
anticipated revenues will result in internally generated cash flows and together with available cash and
cash equivalents will be sufficient to fund our short-term and long-term capital requirements. In addition,
we expect to finance part of our long term capital requirements, such as the construction cost of our
methanol vessels, with new bank debt and if needed vessel sales.
77
Debt instruments and guarantees
As of December 31, 2025, we had $529.2 million of long-term debt under the agreements described below.
Secured Term Loans
On January 4, 2017, we drew down $57.24 million, under a secured loan agreement with the Export-Import
Bank of China, dated January 7, 2016, to finance part of the construction cost of
San Francisco
Newport News
. The loan is payable in equal quarterly instalments of about $1.0 million each until January
4, 2032.
On July 25, 2024, we drew down $167.3 million under a new loan agreement with Nordea Bank AB, or
Nordea, which was used to refinance other outstanding agreements with the same bank. The loan is
repayable in equal quarterly instalments of $4.5 million and a balloon instalment of $64.8 million payable
on July 25, 2030.
On April 12, 2023, we entered into a $100 million term loan facility with Danish Ship Finance A/S to
refinance outstanding loan balances with another bank and for working capital. On October 18, 2024, we
refinanced the outstanding balance of the loan with a new loan which is repayable in equal quarterly
instalments of $2.5 million each and a balloon of $14.3 million payable together with the last instalment on
April 18, 2031.
On June 26, 2023, we entered into a $100 million loan agreement with DNB Bank ASA, or DNB, to refinance
an outstanding loan balance with another bank and for working capital. The loan is repayable in equal
quarterly instalments of $3.8 million until December 27, 2029. The loan is subject to a margin reset,
according to which the borrowers and the lenders will enter into discussions to agree on a new margin.
Unless the parties agree on a new margin, the loan will be mandatorily repayable on June 27, 2027. As
part of the loan agreement, on July 6, 2023, we entered into an interest rate swap with DNB for a notional
amount of $30 million and quarterly amortization of $1.2 million. Under the interest rate swap, we pay a
fixed rate of 4.268% and receive floating under term SOFR. The swap has a termination date on December
27, 2029, and a mandatory break on June 27, 2027, the margin reset date of the loan, according to which
the swap will be terminated if the loan is prepaid. As of December 31, 2025, the interest rate swap was a
liability having a fair value of $0.4 million.
On September 29, 2025, we drew down $55 million under a loan agreement with National Bank of Greece,
or NBG. The loan proceeds were deposited in a pledged account with the bank to reduce the margin. The
Company may withdraw any part or all of the funds from the pledged account at the end of each interest
period, provided no event of default has occurred. The loan is repayable in equal quarterly instalments of
$1.3 million and a balloon instalment of $25.0 million payable on September 29, 2031.
Under the secured term loans outstanding as of December 31, 2025, 31 vessels of our fleet were
mortgaged with first preferred or priority ship mortgages. Additional securities required by the banks include
first priority assignment of all earnings, insurances, first assignment of time charter contracts with duration
that exceeds a certain period, pledge over the shares of the borrowers, manager’s undertaking and
subordination and requisition compensation and either a corporate guarantee by Diana Shipping Inc. (the
“Guarantor”) or a guarantee by the ship owning companies (where applicable), financial covenants, as well
as operating account assignments. The lenders may also require additional security in the future in the
event the borrowers breach certain covenants under the loan agreements. The secured term loans
generally include restrictions as to changes in management and ownership of the vessels, additional
indebtedness, as well as minimum requirements regarding hull cover ratio and minimum liquidity per vessel
owned by the borrowers, or the Guarantor, maintained in the bank accounts of the borrowers, or the
Guarantor. Furthermore, the secured term loans contain cross default provisions and additionally we are
78
not permitted to pay any dividends following the occurrence of an event of default. All of our secured term
loans bear interest in Term SOFR plus a margin.
As of December 31, 2024 and 2025, and the date of this annual report, we were in compliance with all of
our loan covenants.
Senior Unsecured Bond:
On July 2, 2024, we issued a bond of $150 million nominal value at par and on November 8, 2024, we
issued an additional amount of $25 million nominal value at 102.00% of par. The bond proceeds were used
to refinance the outstanding balance of our $125 million senior unsecured bond maturing in June 2026 at
a price equal to 103.35% of nominal value. The bond has a US Dollar fixed-rate coupon of 8.75% payable
semi-annually in arrears in January and July of each year. The bond is callable in whole or in part in July
2027 at a price equal to 103.50% of nominal value; in January 2028 at a price equal to 102.625% of nominal
value; in July 2028 at a price equal to 101.75% and after January 2029 at a price equal to 100.00% of
nominal value. The bond ranks ahead of subordinated capital and ranks the same with all other senior
unsecured obligations of the Company other than obligations which are mandatorily preferred by law. The
bond includes financial and other covenants and is trading on the Oslo Stock Exchange under the ticker
symbol “DIASH03”.
Finance Liabilities
On March 29, 2022, we entered into a $50 million sale and leaseback agreement with an unaffiliated third
party, for a period of ten years, under which we pay hire, monthly in advance and we have the option to
repurchase the vessel after the end of the third year of the charter period, or each year thereafter, until the
termination of the lease, at specific prices, subject to irrevocable and written notice to the owner. If not
repurchased earlier, we have the obligation to repurchase the vessel for $16.4 million, on the expiration of
the lease on the tenth year.
On August 17, 2022, we entered into two sale and leaseback agreements with two unaffiliated Japanese
third parties, for an aggregate amount of $66.4 million, for a period of eight years, each, under which we
pay hire, monthly in advance, and we have the option to purchase the vessels at the end of the third year
of each vessel's bareboat charter period, or each year thereafter, until the termination of the lease, at
specific prices, subject to irrevocable and written notice to the owner. If not repurchased earlier, we have
the obligation to repurchase the vessels for $13.0 million, each, on the expiration of each lease on the
eighth year.
On December 6, 2022, we entered into a sale and leaseback agreement for $29.9 million with an
unaffiliated third party, for a period of ten years, under which we pay hire, monthly in advance, and we have
the option to repurchase the vessel after the end of the third year of the charter period, or each year
thereafter, until the termination of the lease, at specific prices, subject to irrevocable and written notice to
the owner. If not repurchased earlier, we have the obligation to repurchase the vessel for $8.1 million, on
the expiration of the lease on the tenth year.
Guarantees
On March 30, 2023, we entered into a corporate guarantee with Nordea under which we guaranteed the
performance by Bergen Ultra of its obligations under a loan agreement with the bank, maturing on March
30, 2028. As of December 31, 2025, the loan had an outstanding balance of $12.3 million and was fully
repaid in January 2026 after the sale of Bergen Ultra’s vessel. Following repayment of the loan, the
corporate guarantee provided to Nordea was released.
79
C. Research and development, patents and licenses
We incur from time to time expenditures relating to inspections for acquiring new vessels that meet our
standards. Such expenditures are insignificant and they are expensed as they incur.
D. Trend information
Demand for dry bulk vessel services is influenced by global financial conditions. Global financial markets
and economic conditions have been, and continue to be, volatile. Our results of operations depend primarily
on charter hire rates available to fix our vessels and the demand for dry bulk vessel services. The Baltic
Dry Index, or the BDI, has long been viewed as the main benchmark to monitor the movements of the dry
bulk vessel charter market and the performance of the entire dry bulk shipping market. In 2025, the BDI
ranged from a low of 715 to a high of 2,845 and closed at 1,972 on March 12, 2026. Although there can be
no assurance that the dry bulk charter market will not decline from current levels, as of the date of this
annual report, we have fixed about 81% of our fleet ownership days in 2026 in time charter agreements
having an average time charter rate above our break-even rate. Nevertheless, our revenues and results of
operations in 2026 will be subject to demand for our services, the level of inflation, market disruptions and
interest rates. Demand for our dry bulk oceangoing vessels is dependent upon economic growth in the
world’s economies, seasonal and regional changes in demand and changes to the capacity of the global
dry bulk fleet and the sources and supply for dry bulk cargo transported by sea. Continued adverse
economic, political or social conditions or other developments could further negatively impact charter rates
and therefore have a material adverse effect on our business and results of operations.
E. Critical Accounting Estimates
The discussion and analysis of our financial condition and results of operations are based upon our
consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The
preparation of those financial statements requires us to make estimates and judgments that affect the
reported amounts of assets and liabilities, revenues and expenses and related disclosure of contingent
assets and liabilities at the date of our financial statements. Actual results may differ from these estimates
under different assumptions and conditions.
Impairment of Vessels
Long-lived assets are reviewed for impairment whenever events or changes in circumstances (such as
market conditions, obsolescence or damage to the asset, potential sales and other business plans) indicate
that the carrying amount of an asset may not be recoverable. For impairment testing purposes, each vessel
together with its associated deferred costs is considered a single asset group. When impairment indicators
are identified, the Company compares the carrying amount of the asset group with the estimated
undiscounted projected net operating cash flows expected to result from the use of the asset group over
its remaining useful life and its eventual disposition. If the carrying amount exceeds the undiscounted cash
flows, the asset group is considered not recoverable and is written down to its fair value, determined
primarily through third-party valuations.
For vessels, the Company estimates undiscounted net operating cash flows by considering the historical
and projected vessel performance and utilization. A significant assumption in this analysis is the estimate
of future time charter rates for the unfixed days, using the most recent 10-year average of historical 1 year
time charter rates, net of commissions, available for each vessel class. These estimated time charter rates
reflect the Company’s chartering strategy, vessel operating history per vessel class and at least one full
shipping cycle, where applicable. When a full 10-year history is not available, the average 1 year time
charter rate of the available period is used. The historical ten-year average rate used in 2025 to calculate
undiscounted projected net operating cash flow was $13,596 for our Panamax, Kamsarmax and Post-
Panamax vessels, $16,309 for our Ultramax vessels and $17,517 for our Capesize and Newcastlemax
80
vessels, compared to $13,053, 16,626 and $16,315, respectively in 2024. Additional assumptions include
contracted charter rates for fixed days based on existing time charter contracts, anticipated vessel
operating expenses, scheduled vessel maintenance costs, fleet utilization levels, and estimated residual
values based on scrap rates. Assumptions are in line with the Company’s historical performance and its
expectations for future fleet utilization under its current fleet deployment strategy.
The undiscounted
projected net operating cash flows are compared with the carrying amount of the vessel, including its
unamortized deferred costs. If the carrying amount exceeds the undiscounted cash flows, the vessel is
written down to its fair value, and the difference is recognized as an impairment loss. Although no
impairment loss was identified or recorded in 2025, according to our assessment, the carrying value plus
unamortized deferred cost of vessels for which impairment indicators existed as of December 31, 2025,
was $281.3 million.
Historically, the market values of vessels have experienced volatility, which from time to time may be
substantial. As a result, the charter-free market value of certain of our vessels may have declined below
those vessels’ carrying value plus unamortized deferred cost. These vessels would be impaired in
accordance with the related US GAAP guidance for impairment recognition, if the undiscounted cash flows
were lower compared to their carrying value. Based on: (i) the carrying value plus unamortized deferred
cost of each of our vessels as of December 31, 2025 and 2024 and (ii) what we believe the charter-free
market value of each of our vessels was as of December 31, 2025 and 2024, the aggregate carrying value
of 10 and 12 of the vessels in our fleet as of December 31, 2025 and 2024, respectively, exceeded their
aggregate charter-free market value by approximately $37 million and $22 million, respectively, as noted
in the table below. This represents the approximate amount by which we believe we would have to reduce
our net income if we sold all of such vessels at December 31, 2025 and 2024, on industry standard terms,
in cash transactions, and to a willing buyer where we were not under any compulsion to sell, and where
the buyer was not under any compulsion to buy. For purposes of this calculation, we have assumed that
these 10 and 12 vessels would be sold at a price that reflects our estimate of their charter-free market
values as of December 31, 2025 and 2024, respectively.
81
Vessel
Dwt
Year Built
Carrying Value plus unamortized
deferred cost
(in millions of US dollars)
2025
2024
1
Alcmene
93,193
2010
2
Amphitrite
98,697
2012
3
Astarte
81,513
2013
4
Atalandi
77,529
2014
5
Crystalia
77,525
2014
6
Electra
87,150
2013
7
G.P. Zafirakis
179,492
2014
8
Ismene
77,901
2013
9
Leto
81,297
2010
10
Los Angeles
206,104
2012
11
Maera
75,403
2013
12
Maia
82,193
2009
13
Medusa
82,194
2010
14
Myrsini
82,117
2010
15
Myrto
82,131
2013
16
New Orleans
180,960
2015
17
New York
177,773
2010
18
Newport News
208,021
2017
19
P.S. Palios
179,134
2013
*
20
Phaidra
87,146
2013
21
Philadelphia
206,040
2012
22
Polymnia
98,704
2012
23
San Francisco
208,006
2017
24
Santa Barbara
179,426
2015
*
25
Seattle
179,362
2011
26
Selina
75,700
2010
27
Semirio
174,261
2007
28
LEONIDAS P.C.
82,165
2011
*
*
29
Florida
182,063
2022
30
DSI Pyxis
60,362
2018
*
*
31
DSI Pollux
60,446
2015
*
*
32
DSI Phoenix
60,456
2017
*
*
33
DSI Polaris
60,404
2018
*
*
34
DSI Andromeda
60,309
2016
*
*
35
DSI Aquila
60,309
2015
*
*
36
DSI Pegasus
60,508
2015
*
*
37
DSI Altair
60,309
2016
*
*
38
DSI Aquarius
60,309
2016
*
*
Total
4,226,612
_______________________________
*
Indicates dry bulk vessels for which we believe, as of December 31, 2025 and 2024, the charter-free market value
was lower than the vessel’s carrying value plus unamortized deferred cost. We believe that the aggregate carrying
value plus unamortized deferred cost of these vessels exceeded their aggregate charter-free market value by
approximately $37 million and $22 million, respectively.
82
Our estimates of charter-free market value assume that our vessels were all in good and seaworthy
condition without need for repair and if inspected would be certified in class without notations of any kind.
Our estimates are based on information available from various industry sources, including:
●
reports by industry analysts and data providers that focus on our industry and related dynamics
affecting vessel values;
●
news and industry reports of similar vessel sales;
●
offers that we may have received from potential purchasers of our vessels; and
●
vessel sale prices and values of which we are aware through both formal and informal
communications with shipowners, shipbrokers, industry analysts and various other shipping
industry participants and observers.
As we obtain information from various industry and other sources, our estimates of charter-free market
value are inherently uncertain. In addition, vessel values are highly volatile; as such, our estimates may
not be indicative of the current or future charter-free market value of our vessels or prices that we could
achieve if we were to sell them. We also refer you to the risk factor in “Item 3. Key Information—D. Risk
Factors” entitled “
The market values of our vessels could decline, which could limit the amount of funds
that we can borrow and could trigger breaches of certain financial covenants contained in our loan facilities,
which could adversely affect our operating results, and we may incur a loss if we sell vessels following a
decline in their market values
” and the discussion under the heading "Item 4. Information on the
Company—B. Business Overview–Vessel Prices.”
Our impairment test exercise is sensitive to variances in the time charter rates. Our current analysis, which
also involved a sensitivity analysis by assigning possible alternative values to this significant input,
indicated that time charter rates would need to be reduced by 15% to result in impairment of individual
long-lived assets with indication of impairment. However, there can be no assurance as to how long charter
rates and vessel values will remain at their current levels. If charter rates decrease and remain depressed
for some time, it could adversely affect our revenue and profitability and future assessments of vessel
impairment.
A comparison of the average estimated daily time charter equivalent rate used in our impairment analysis
with the average “break-even rate” for each major class of vessels is presented below:
Average estimated daily time
charter equivalent rate used
Average break-even
rate
Ultramax
$16,309
$13,276
Panamax/Kamsarmax/Post-Panamax
$13,596
Capesize/Newcastlemax
$17,517
$12,954
83
It should be noted that as of December 31, 2025, ten of our vessels, having indication of impairment, would
be affected by a reduction in time charter rates below the average break-even rate. Additionally, the use of
the 1-year, 3-year and 5-year average blended rates would not have any effect on the Company’s
impairment analysis and as such on the Company’s results of operations:
Vessel type
1-year
(period)
Impairment
charge
(in USD
million)
3-year
(period)
Impairment
charge
(in USD
million)
5-year
(period)
Impairment
charge
(in USD
million)
Ultramax
$14,089
-
$15,319
-
$18,609
-
Panamax/Kamsarmax/Post-
Panamax
$12,929
-
$13,759
-
$16,719
-
Capesize/Newcastlemax
$22,074
-
$20,482
-
$21,105
-
Item 6. Directors, Senior Management and Employees
A. Directors and Senior Management
Set forth below are the names, ages and positions of our directors and executive officers. Our Board of
Directors consists of nine members and is elected annually on a staggered basis, and each director elected
holds office for a three-year term and until his or her successor is elected and has qualified, except in the
event of such director’s death, resignation, removal or the earlier termination of his or her term of office.
Officers are appointed from time to time by our board of directors and hold office until a successor is
appointed or their employment is terminated.
Name
Age
Position
Semiramis Paliou
51
Class III Director and Chief Executive Officer
Simeon Palios
84
Class I Director and Chairman
Ioannis Zafirakis
54
Class III Director and President
Anastasios Margaronis
70
Class I Director
Kyriacos Riris
76
Class II Director
Apostolos Kontoyannis
77
Class III Director
Eleftherios Papatrifon
55
Class II Director
Simon Frank Peter Morecroft
66
Class II Director
Jane Sih Ho Chao
49
Class I Director
Maria Dede
53
Co-Chief Financial Officer and Treasurer
Margarita Veniou
47
Chief Corporate Development, Governance &
Communications Officer and Secretary
Maria Christina Tsemani
47
Chief People & Culture Officer
Evangelos Sfakiotakis
54
Chief Technical Investment Officer
The term of our Class I directors expires in 2027, the term of our Class II directors expires in 2028, and the
term of our Class III directors expires in 2026.
The business address of each officer and director is the address of our principal executive offices, which
are located at Pendelis 16, 175 64 Palaio Faliro, Athens, Greece.
Biographical information with respect to each of our directors and executive officers is set forth below.
Semiramis Paliou
84
Company’s Chief Executive Officer, Chairperson of the Executive Committee and member of the
Sustainability Committee since March 2021. Ms. Paliou has been the Chief Executive Officer of Diana
Shipping Services S.A. since March 2021. Ms. Paliou is the Chairperson of the Hellenic Marine
Environment Protection Association (HELMEPA), a position she has held since June 2020, while she joined
its board of directors in March 2018. As of July 2023, she serves as Chairperson of INTERMEPA. She is
also a member of the board of directors of the UK P&I Club since November 2020, member of the Union
of Greek Shipowners since February 2022 and member of the Global Maritime Forum since April 2022.
She is Vice-Chairperson of the Greek committee of Det Norske Veritas, a member of the Greek committee
of Nippon Kaiji Kyokai, Bureau Veritas, American Bureau of Shipping and Hellenic War Risks. She also
served as a Director of OceanPal Inc. (NASDAQ: SVRN) from April 2021 until October 2025 and as the
Chairperson of the Board of Directors and of the Executive Committee of OceanPal Inc. from November
2021 until October 2025.
Ms. Paliou has over 20 years of experience in shipping operations, technical management and crewing.
She began her career at Lloyd’s Register of Shipping where she worked as a trainee ship surveyor from
1996 to 1998. She was then employed by Diana Shipping Agencies S.A. From 2007 to 2010 she was
employed as a Director and President of Alpha Sigma Shipping Corp. From February 2010 to November
2015, she was the Head of the Operations, Technical and Crew department of Diana Shipping Services
S.A. From November 2015 to October 2016, she served as Vice-President of the same company. From
November 2016 to the end of July 2018, she served as Managing Director and Head of the Technical,
Operations, Crew and Supply department of Unitized Ocean Transport Limited. From November 2018 to
February 2020, she worked as Chief Operating Officer of Performance Shipping Inc. (ex. Diana
Containerships Inc.) (NASDAQ: PSHG). From October 2019 until February 2021, Ms. Paliou served as
Deputy Chief Executive Officer of Diana Shipping Inc. She also served as member of the Executive
Committee and the Chief Operating Officer of the Company from August 2018 until February 2021.
Ms. Paliou obtained her BSc in Mechanical Engineering from Imperial College, London and her MSc in
Naval Architecture from University College, London. She completed courses in “Finance for Senior
Executives”, in “Authentic Leader Development” and a certificate program on “Sustainable Business
Strategy” all at Harvard Business School. Ms. Paliou is also the daughter of Simeon Palios, the Company’s
Chairman.
Simeon
P.
Palios
February 2005 and a Director of the Company since March 1999. He served as the Company’s Chief
Executive Officer from February 2005 until February 2021. Until December 2025, Mr. Palios also served
as the President of Diana Shipping Services S.A. which was formed in 1986. Mr. Palios has experience in
the shipping industry since 1969 and expertise in technical and operational issues. He has served as an
ensign in the Greek Navy for the inspection of passenger boats on behalf of Ministry of Merchant Marine
and is qualified as a naval architect and marine engineer. Mr. Palios was the founder of Diana Shipping
Agencies S.A., where he served as Managing Director until November 2004, having the overall
responsibility for its activities. From January 13, 2010 until February 28, 2022, Mr. Palios also served as
the Chairman of the Board of Directors of Performance Shipping Inc. (ex. Diana Containerships Inc.)
(NASDAQ: PSHG) and as Chief Executive Officer until October 2020.
Mr. Palios is a member of various leading classification societies worldwide and he is a member of the
board of directors of the United Kingdom Freight Demurrage and Defense Association Limited. Since
October 7, 2015, Mr. Palios has served as President of the Association “Friends of Biomedical Research
Foundation, Academy of Athens”. He holds a bachelor's degree in Marine Engineering from Durham
University.
Ioannis Zafirakis
President of the Company since January 2026. He is also member of the Executive Committee of the
Company. Mr. Zafirakis has held various executive positions such as the Secretary of the Company, Co-
85
Chief Financial Officer, Treasurer, Chief Strategy Officer, Company’s Chief Financial Officer, Chief
Operating Officer, Executive Vice-President and Vice-President. He is the Managing Director of Diana
Shipping Services S.A. since January 2026. Mr. Zafirakis served as the Chief Strategy Officer and Co-
Chief Financial Officer of Diana Shipping Services S.A. since January 2025. Prior to this, he was the
company’s Chief Financial Officer from March 2020 (Interim Financial Officer until February 2021) and held
the positions of Director and Treasurer. Also, he served as a Director of OceanPal Inc. (NASDAQ: SVRN)
from April 2021 to February 2026. He has also served as the President, Secretary and Interim Chief
Financial Officer of OceanPal Inc. from November 2021 to April 2023. He was also member of the
Executive Committee of OceanPal Inc. until February 2026.
From June 1997 to February 2005, Mr. Zafirakis was employed by Diana Shipping Agencies S.A., where
he held a number of positions in finance and accounting. From January 2010 to February 2020, he also
served as Director and Secretary of Performance Shipping Inc. (ex. Diana Containerships Inc.) (NASDAQ:
PSHG), where he held various executive positions such as Chief Operating Officer and Chief Strategy
Officer. Mr. Zafirakis, currently also acts as Director, President, Secretary and Treasurer, for Sea
Transportation Inc.
Mr. Zafirakis is a member of the Business Advisory Committee of the Shipping Programs of ALBA Graduate
Business School at The American College of Greece. In 2024, Mr. Zafirakis attended and completed the
Advanced Management Programme at INSEAD Business School in Singapore. Mr. Zafirakis has also
obtained a certificate in “Blockchain Economics: An Introduction to Cryptocurrencies” from Panteion
University of Social and Political Sciences in Greece. He holds a bachelor's degree in Business Studies
from City University Business School in London and a master's degree in International Transport from the
University of Wales in Cardiff.
Anastasios C. Margaronis
served as President and as a member of the Executive Committee of the Company until December 2025.
Since January 2026, Mr. Margaronis has been a member of the Nominating Committee and the
Sustainability Committee of the Company. Mr. Margaronis was the Deputy President of Diana Shipping
Services S.A., where he also served as a Director and Secretary until January 2026. Mr. Margaronis has
experience in the shipping industry, including in ship finance and insurance, since 1980. Prior to February
21, 2005, Mr. Margaronis was employed by Diana Shipping Agencies S.A. in 1979 and performed on our
behalf the services he performed as President of Diana Shipping Inc. until December 2025. He joined
Diana Shipping Agencies S.A. in 1979 and has been responsible for overseeing our vessels’ insurance
matters, including hull and machinery, protection and indemnity and war risks insurances. From January
2010 to February 2020, he served as Director and President of Performance Shipping Inc. (ex. Diana
Containerships Inc.) (NASDAQ: PSHG).
In addition, Mr. Margaronis is a member of the Greek National Committee of the American Bureau of
Shipping. He has also been on the Members’ Committee of the Britannia Steam Ship Insurance Association
Limited since October 2022. From October 2005 to October 2019, he was a member of the board of
directors of the United Kingdom Mutual Steam Ship Assurance Association (Europe) Limited.
He holds a bachelor's degree in Economics from the University of Warwick and a master's of science
degree in Maritime Law from the Wales Institute of Science and Technology.
Eleftherios (Lefteris) A. Papatrifon
of Diana Shipping Inc. since February 2023. He also serves as the Chairperson of the Company’s
Nominating Committee since May 2025. Prior to this appointment, he served as Chief Operating Officer of
the Company from March 2021 to February 2023. Mr. Papatrifon also serves as a Director of OceanPal
Inc. (NASDAQ: SVRN) and a member of its Executive Committee, positions he has held since November
2021. From November 2021 to January 2023, he served as Chief Executive Officer of OceanPal Inc.
86
Prior to joining Diana Shipping Inc., he was Chief Executive Officer, Co-Founder and Director of Quintana
Shipping Ltd, a provider of dry bulk shipping services, from 2010 until the company’s successful sale of
assets and consequent liquidation in 2017. Previously, for a period of approximately six years, he served
as the Chief Financial Officer and Director of Excel Maritime Carriers Ltd. Prior to that, Mr. Papatrifon
served for approximately 15 years in a number of corporate finance and asset management positions, both
in the USA and in Greece.
Mr. Papatrifon holds undergraduate (BBA) and graduate (MBA) degrees from Baruch College (CUNY). He
is also a member of the CFA Institute and a CFA charterholder.
Kyriacos Riris
the Chairman of the Audit Committee of the Company. Mr. Riris was also a member of the Company’s
Nominating Committee from May 2015 until his voluntary resignation in December 2025.
Mr. Riris served in various positions in PricewaterhouseCoopers (PwC), Greece, including Deputy Senior
Partner, Managing Partner of the Audit and the Advisory/Consulting Service lines. From 2009 to 2014, Mr.
Riris served as Chairman of the Board of Directors of PricewaterhouseCoopers (PwC), Greece. Prior to its
merger with PwC, Mr. Riris was employed by Grant Thornton, Greece, where in 1984 he became a Partner.
From 1976 to 1982, Mr. Riris was employed by Arthur Young, Greece.
Since November 2018, Mr. Riris has served as the vice Chairman of the Board of Titan Cement
International S.A., a Belgian corporation, while also retaining the position as Chairman of the Audit and the
Risk Committee of the Group, since that date.
Mr. Riris holds a degree from Birmingham Polytechnic (presently Birmingham City University) and
completed his professional qualifications with the Association of Certified Chartered Accountants (ACCA)
in the UK in 1975, becoming a Fellow of the Association of Certified and Chartered Accountants in 1985.
Apostolos Kontoyannis
the Audit Committee of Diana Shipping Inc., positions he has held since March 2005. Since March 2021,
Mr. Kontoyannis also serves as the Chairperson of the Sustainability Committee of the Company.
Mr. Kontoyannis has over 40 years of experience in shipping finance and currently serves as financial
consultant to various shipping companies. He was employed by Chase Manhattan Bank N.A. in Frankfurt
(Corporate Bank), London (Head of Shipping Finance South Western European Region) and Piraeus
(Manager, Ship Finance Group) from 1975 to 1987.
Mr. Kontoyannis holds a bachelor's degree in Finance and Marketing and a master's degree in Business
Administration and Finance from Boston University.
Simon Morecroft
member of the Company’s Compensation Committee since May 2025. He also serves as a Director of
Enarxis Ltd, a shipping consultancy company. Mr. Morecroft spent his career in the shipbroking industry
as a Sale and Purchase broker. He joined Braemar Shipbrokers Ltd (now Braemar PLC) in 1983 becoming
a director in 1986 and remained on the board until his retirement in August 2021. During this time Braemar
grew from a boutique broking operation into one of the world’s most successful fully integrated shipbroking
companies with a listing on the London Stock Exchange.
Mr. Morecroft graduated from Oxford University in 1980 with a Masters in PPE.
Jane Chao
serves as a director of Wah Kwong Shipping Holdings Limited, a position she has held since 2008. Ms.
Chao is the managing director of Wah Kwong China Investment which comprises of residential and
87
commercial properties in Shanghai. Ms. Chao has founded her own art consultancy company Galerie Huit
and lifestyle gallery Maison Huit in 2009 and recently, the non-profit Chao-Lee Art Foundation in 2022.
Ms. Chao has also served as a Council Member for Changing Young Lives Foundation helping
underprivileged children in Hong Kong and China from 2014 to 2020.
Maria Dede
effective January 1, 2026, also holds the position of Treasurer. Prior to these roles, Ms. Dede was the
Company’s Chief Accounting Officer from September 2005. Additionally, she has been Co-Chief Financial
Officer of Diana Shipping Services S.A. since January 2025, having previously served as the company’s
Finance Manager and Chief Accounting Officer of the Company.
Ms. Dede began her career in 1996 at Venus Enterprises S.A., a ship-management company, where she
held various positions primarily in accounting and supplies until 2000. She then joined the Athens branch
of Arthur Andersen in 2000, which merged with Ernst & Young (Hellas) in 2002, serving as an external
auditor for shipping companies until 2005.
She holds a Bachelor’s degree in Maritime Studies from the University of Piraeus, a Master’s degree in
Business Administration from the ALBA Graduate Business School of the American College of Greece and
a Master’s degree in Auditing and Accounting from the Greek Institute of Chartered Accountants.
Margarita Veniou
Officer of Diana Shipping Inc. since July 2022 and effective January 1, 2026 also holds the position of
Secretary of the Board of Directors of Diana Shipping Inc. From September 2004 until June 2022, she
served in the Corporate Planning & Governance Department of Diana Shipping Inc., holding various
positions as Associate, Officer and Manager. Ms. Veniou is also the Corporate Development, Governance
& Communications Manager of Diana Shipping Services S.A., a position she has held since 2022, and
from 2004 to 2022 she held various other positions at Diana Shipping Services S.A. In addition, since
November 2021, Ms. Veniou has served as the Chief Corporate Development & Governance Officer of
OceanPal Inc. (NASDAQ: SVRN) and she has also served as the company’s Board Secretary since April
2023. She is the General Manager of Steamship Shipbroking Enterprises Inc., a position she has held
since April 2014.
From January 2010 to February 2020, Ms. Veniou also held the position of Corporate Planning &
Governance Officer of Performance Shipping Inc. (ex. Diana Containerships Inc.) (NASDAQ: PSHG).
Ms. Veniou holds a bachelor's degree in Maritime Studies and a master's degree in Maritime Economics
& Policy from the University of Piraeus, Greece. In 2024, she completed the "Leadership Communication
with Impact" program at INSEAD Business School. Additionally, she has completed the “Sustainability
Leadership and Corporate Responsibility” program at London Business School and has obtained the
Certification in Shipping Derivatives from Athens University of Economics and Business. Ms. Veniou is also
a member of WISTA Hellas and ISO 14001 certified by Lloyd’s Register.
Maria-Christina Tsemani
January 2026, as Chief People & Culture Officer. Ms. Tsemani also serves as HR Manager of Diana
Shipping Services S.A., a position she has held since October 2020.
Ms. Tsemani has over 20 years of experience in human resources across multinational companies and
institutional organizations. Prior to joining Diana Shipping, she served as People Acquisition and
Development Manager of Vodafone Greece. During her career in Vodafone from 2008 to 2020, she held
various senior roles, including Senior HR Business Partner and Organizational Effectiveness and Reward
Manager. From 2004 to 2008, Ms. Tsemani worked as a Senior HR Consultant in PricewaterhouseCoopers
(PwC). From 2001 to 2004, she served as a Project Manager in the European Commission, based in
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Luxembourg.
Ms. Tsemani holds a bachelor’s degree in Mathematical Sciences and a Master’s of Science in Applied
Statistics from the University of Oxford, UK.
Evangelos Sfakiotakis
January 2026. Mr. Sfakiotakis is also the Chief Operating Officer of Diana Shipping Services S.A. since
September 2022, overseeing the operational performance and strategic management of a fleet of more
than 30 bulk carriers. With more than 25 years of experience across the shipping industry, he has held
senior leadership roles in technical, fleet, and corporate operations within major ship-management
organizations.
Before joining Diana Shipping Services S.A. in 2022, he served as Chief Operating Officer of Pavimar S.A.,
managing a diverse fleet of carriers, container vessels, and tankers. Earlier, he spent over a decade at
TMS Tankers Ltd, where he progressed from Fleet Manager to Technical Manager, supervising a fleet of
up to 50 tankers (VLCC, Aframax, Suezmax, Handymax). His responsibilities covered full technical
operations, strategic planning, and the oversight of both Technical and Purchasing Departments.
Mr. Sfakiotakis holds a Diploma in Mechanical Engineering from the University of Patras and completed
extensive postgraduate research in mechanical engineering, contributing to scientific publications in the
fields of computational mechanics, gear technology, and structural analysis.
B. Compensation
Aggregate executive compensation (including amounts paid to Steamship) for 2025 was $6.0 million. Since
June 1, 2010, Steamship, a related party, as described in "Item 7. Major Shareholders and Related Party
Transactions—B. Related Party Transactions" has provided to us brokerage services. Under the Brokerage
Services Agreement in effect during 2025, brokerage fees amounted to $3.9 million and we also paid
commissions for vessel sales and purchases amounting to $0.4 million. We consider fees under these
agreements to be part of our executive compensation due to the affiliation with Steamship.
Non-employee directors receive annual compensation in the amount of $52,000 plus reimbursement of
out-of-pocket expenses. In addition, each director serving as chairman of a committee receives additional
annual compensation of $26,000, plus reimbursement for out-of-pocket expenses with the exception of the
chairman of the audit and compensation committee who receive annual compensation of $40,000. Each
director serving as member of a committee receives additional annual compensation of $13,000, plus
reimbursement for out-of-pocket expenses with the exception of the member of the audit committee who
receives annual compensation of $26,000, plus reimbursement for out-of-pocket expenses. In 2025, fees
and expenses of our non-executive directors amounted to $0.5 million.
We do not have a retirement plan for our officers or directors.
Equity Incentive Plan
In November 2014, our board of directors approved, and the Company adopted the 2014 Equity Incentive
Plan for 5,000,000 shares of common stock, amended on May 31, 2018 to increase the shares of common
stock to 13,000,000 and further amended on January 8, 2021, referred to as “the Plan”, to increase the
number of shares of common stock available for the issuance of equity awards by 20,000,000 shares.
Currently, 1,394,759 shares remain reserved for issuance under the Plan.
Under the Plan, the Company’s employees, officers and directors are entitled to receive options to acquire
the Company’s common stock. The Plan is administered by the Compensation Committee of the
Company’s Board of Directors, or such other committee of the Board as may be designated by the Board.
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Under the terms of the Plan, the Company’s Board of Directors is able to grant (a) non-qualified stock
options, (b) stock appreciation rights, (c) restricted stock, (d) restricted stock units, (e) unrestricted stock,
(f) other equity-based or equity-related awards, (g) dividend equivalents and (h) cash awards. No options
or stock appreciation rights can be exercisable subsequent to the tenth anniversary of the date on which
such Award was granted. Under the Plan, the Administrator may waive or modify the application of
forfeiture of awards of restricted stock and performance shares in connection with cessation of service with
the Company. No Awards may be granted under the Plan following the tenth anniversary of the date on
which the Plan was adopted by the Board (i.e., January 8, 2031).
In February 2025 and 2026, our board of directors awarded an aggregate of 2,000,000 shares and
1,850,000 shares, respectively, of restricted common stock to executive and non-executive directors. All
restricted shares vest ratably over a period of three years and are subject to forfeiture until they vest. In
addition, in February 2026, our board of directors also awarded 5,900,000 restricted common shares to
executive and non-executive directors, that vest ratably over a period of six years. Unless they forfeit,
grantees have the right to vote, to receive and retain all dividends paid and to exercise all other rights,
powers and privileges of a holder of shares.
In 2025, compensation costs relating to the aggregate amount of restricted stock awards amounted to $9.6
million.
C. Board Practices
We have established an Audit Committee, comprised of two board members, which is responsible for
reviewing our accounting controls, recommending to the board of directors the engagement of our
independent auditors, and pre-approving audit and audit-related services and fees. Each member has been
determined by our board of directors to be “independent” under the rules of the NYSE and the rules and
regulations of the SEC. As directed by its written charter, the Audit Committee is responsible for appointing,
and overseeing the work of the independent auditors, including reviewing and approving their engagement
letter and all fees paid to our auditors, reviewing the adequacy and effectiveness of the Company's
accounting and internal control procedures and reading and discussing with management and the
independent auditors the annual audited financial statements. The members of the Audit Committee are
Mr. Kyriacos Riris (chairman and financial expert) and Mr. Apostolos Kontoyannis (member and financial
expert).
We have established a Compensation Committee comprised of two board members, which, as directed by
its written charter, is responsible for setting the compensation of executive officers of the Company,
reviewing the Company’s incentive and equity-based compensation plans, and reviewing and approving
employment and severance agreements. The members of the Compensation Committee are Mr. Apostolos
Kontoyannis (chairman) and Mr. Simon Morecroft (member).
We have established a Nominating Committee comprised of two board members, which, as directed by its
written charter, is responsible for identifying, evaluating and making recommendations to the board of
directors concerning individuals for selections as director nominees for the next annual meeting of
stockholders or to otherwise fill board of director vacancies. The members of the Nominating Committee
are Mr. Eleftherios Papatrifon (chairman) and Mr. Anastasios Margaronis (member).
We have established a Sustainability Committee comprised of Mr. Apostolos Kontoyannis (Chairman), Ms.
Semiramis Paliou (member) and Mr. Anastasios Margaronis (member). The Sustainability Committee, as
directed by its written charter, is responsible for identifying, evaluating and making recommendations to
the Board with respect to significant policies and performance on matters relating to sustainability, including
environmental risks and opportunities, social responsibility and impact and the health and safety of all of
our stakeholders.
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We have established an Executive Committee comprised of Ms. Semiramis Paliou (Chairperson), Mr.
Ioannis Zafirakis (member), and Mr. Eleftherios Papatrifon (member). The Executive Committee has, to
the extent permitted by law, the powers of the Board of Directors in the management of the business and
affairs of the Company.
We also maintain directors’ and officers’ insurance, pursuant to which we provide insurance coverage
against certain liabilities to which our directors and officers may be subject, including liability incurred under
U.S. securities law. Our executive directors have employment agreements, which, if terminated without
cause, entitle them to continue receiving their basic salary through the date of the agreement’s expiration.
Clawback Policy
In December 2023, our Board of Directors adopted a policy regarding the recovery of erroneously awarded
compensation (“Clawback Policy”) in accordance with the applicable rules of NYSE and Section 10D and
Rule 10D-1 of the Securities Exchange Act of 1934, as amended. In the event we are required to prepare
an accounting restatement due to material noncompliance with any financial reporting requirements under
U.S. securities laws or otherwise erroneous data or if we determine there has been a significant misconduct
that causes material financial, operational or reputational harm, we shall be entitled to recover a portion or
all of any incentive-based compensation, if any, provided to certain executives who, during a three-year
period preceding the date on which an accounting restatement is required, received incentive
compensation based on the erroneous financial data that exceeds the amount of incentive-based
compensation the executive would have received based on the restatement.
Our Clawback Policy shall be administered by our Compensation Committee who has the authority, in
accordance with the applicable laws, rules and regulations, to interpret and make determinations necessary
for the administration of the Clawback Policy, and may forego recovery in certain instances, including if it
determines that recovery would be impracticable.
D. Employees
We crew our vessels primarily with Greek officers and Filipino officers and seamen and may also employ
seamen from Poland, Romania and Ukraine. DSS and DWM are responsible for identifying the appropriate
officers and seamen mainly through crewing agencies. The crewing agencies handle each seaman's
training, travel and payroll. The management companies ensure that all our seamen have the qualifications
and licenses required to comply with international regulations and shipping conventions. Additionally, our
seafaring employees perform most commissioning work and supervise work at shipyards and drydock
facilities. We typically man our vessels with more crew members than are required by the country of the
vessel's flag in order to allow for the performance of routine maintenance duties.
The following table presents the number of shoreside personnel employed by DSS and the number of
seafaring personnel employed by our vessel-owning subsidiaries as of December 31, 2025, 2024 and
2023.
Year Ended December 31,
2025
2024
2023
Shoreside
126
11
7
11
2
Seafaring
813
864
906
Total
939
981
1,018
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E. Share Ownership
With respect to the total amount of common shares, Series B Preferred Shares, Series C Preferred Shares
and Series D Preferred Shares owned by our officers and directors, individually and as a group, see “Item
7. Major Shareholders and Related Party Transactions—A. Major Shareholders.”
F.
Disclosure of Registrant's Action to Recover Erroneously Awarded
Compensation
Not applicable.
Item 7. Major Shareholders and Related Party Transactions
A. Major Shareholders
The following table sets forth information regarding ownership of our common stock of which we are aware
as of the date of this annual report, for (i) beneficial owners of five percent or more of our common stock
and (ii) our officers and directors, individually and as a group. All of our shareholders, including the
shareholders listed in this table, are entitled to one vote for each share of common stock held.
Title of Class
Identity of Person or Group
Number of
Percent of
Class*
Shares Owned
Common Stock,
Semiramis Paliou (1)
27,809,560
21.5%
par value $0.01
Anastasios Margaronis (2)
10,061,227
8.0%
Simeon Palios (3)
7,153,374
5.7%
F. Laeisz GmbH (4)
7,716,757
6.2%
All other officers and directors as a group (5)
9,668,908
7.8%
* Based on 123,539,757 common shares outstanding as of March 12, 2026.
(1) Ms. Semiramis Paliou indirectly may be deemed to beneficially own 21.5% of our outstanding
common stock through Tuscany Shipping Corp., or Tuscany, and through 4 Sweet Dreams S.A.,
as the result of her ability to control the vote and disposition of such entities. The shares include
5,931,386 shares of common stock issuable to Semiramis Paliou upon exercise of 3,527,501
warrants distributed on December 14, 2023. As of December 31, 2023, 2024 and 2025, Ms.
Semiramis Paliou owned indirectly 20.3%, 18.4% and 20.4%, respectively, of our outstanding
common stock. Additionally, Ms. Paliou owns, through Tuscany, 10,675 shares of Series C
Preferred Stock, par value $0.01 per share, and 400 shares of Series D Preferred Stock, par
value $0.01 per share. The Series C Preferred Stock vote with our common shares and each
share of the Series C Preferred Stock entitle the holder thereof to 1,000 votes on all matters
submitted to a vote of the common stockholders of the Company. Each share of Series D
Preferred Stock shall entitle the holder thereof to two hundred thousand (200,000) votes on all
matters submitted to a vote of the stockholders of the Company, provided however, that,
notwithstanding any other provision of the Series D Preferred Stock statement of designation,
to the extent that the total number of votes one or more holders of Series D Preferred Stock is
entitled to vote (including any voting power of such holders derived from Series D Preferred
Stock, shares of Common Stock or any other voting security of the Company issued and
outstanding as of the date hereof or that may be issued in the future) on any matter submitted
to a vote of stockholders of the Company would exceed 36.0% of the total number of votes
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eligible to be cast on such matter, the total number of votes that holders of Series D Preferred
Stock may exercise derived from the Series D Preferred Stock together with Common Shares
and any other voting securities of the Company beneficially owned by such holder, shall be
reduced to 36% of the total number of votes that may be cast on such matter submitted to a
vote of stockholders.
(2) Mr. Anastasios Margaronis may be deemed to beneficially own 8.0% of our outstanding
common stock through Anamar Investments Inc. and ESX Investments Inc. as the result of his
ability to control the vote and disposition of such entities. These shares include 3,014,529
shares of common stock issuable to Anastasios Margaronis upon exercise of 1,792,794
warrants distributed on December 14, 2023.
(3) Mr. Simeon Palios may be deemed to beneficially own 5.7% of our outstanding common stock
through Taracan Investments S.A and Limon Compania Financiera S.A. as the result of his
ability to control the vote and disposition of such entities. These shares include 1,189,537
shares of common stock issuable to Symeon Palios upon exercise of 707,439 warrants
distributed on December 14, 2023.
(4) This information is derived from a Schedule 13D filed with the SEC on June 12, 2025, adjusting
the percentage figure based on the common shares issued and outstanding as of the date of
this report.
(4) Mr. Ioannis Zafirakis may be deemed to beneficially own 4,934,878 shares, or 3.9% of our
outstanding common stock, beneficially owned through Abra Marinvest Inc. The shares include
shares of common stock issuable upon exercise of his warrants. Mr. Eleftherios Papatrifon may
be deemed to beneficially own 1,800,772 shares, or 1.5% of our outstanding common stock.
The shares include shares of common stock issuable upon exercise of his warrants. Mr.
Apostolos Kontoyannis may be deemed to beneficially own 1,314,941 shares, or 1.1% of our
outstanding common stock. All other officers and directors each own less than 1% of our
outstanding common stock.
As of March 12, 2026, we had 79 shareholders of record, 65 of which were located in the United States
and held an aggregate of 103,357,639 of our common shares, representing 82.3% of our outstanding
common shares. However, one of the U.S. shareholders of record is CEDE & CO., a nominee of The
Depository Trust Company, which held 101,864,543 of our common shares as of that date. Accordingly,
we believe that the shares held by CEDE & CO. include common shares beneficially owned by both holders
in the United States and non-U.S. beneficial owners. We are not aware of any arrangements, the operation
of which may at a subsequent date result in our change of control.
Holders of the Series B Preferred Shares generally have no voting rights except (1) in respect of
amendments to the Articles of Incorporation which would adversely alter the preferences, powers or rights
of the Series B Preferred Shares or (2) in the event that we propose to issue any parity stock if the
cumulative dividends payable on outstanding Preferred Stock are in arrears or any senior stock. However,
if and whenever dividends payable on the Series B Preferred Shares are in arrears for six or more quarterly
periods, whether or not consecutive, holders of Series B Preferred Shares (voting together as a class with
all other classes or series of parity stock upon which like voting rights have been conferred and are
exercisable) will be entitled to elect one additional director to serve on our board of directors until such time
as all accumulated and unpaid dividends on the Series B Preferred Shares have been paid in full.
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B. Related Party Transactions
OceanPal Inc., or OceanPal
We own 207 shares of OceanPal’s Series C Convertible Preferred Shares and 145,978 common shares.
On October 28, 2025, the Company sold its 500,000 Series B Preferred Shares for cash consideration of
$3.0 million. to purchasers in connection with a PIPE offering by and between OceanPal and certain
purchasers.
Series C Preferred Shares do not have voting rights unless they are related to amendments of the Articles
of Incorporation that adversely alter the preference, powers or rights of the Series C Preferred Shares or
to issue Parity Stock or create or issue Senior Stock. Series C Preferred Shares are convertible into
common stock at the Company’s option, at a conversion price equal to the lesser of $6.5 and the 10-trading
day trailing VWAP of OceanPal’s common shares, subject to adjustments. Additionally, Series C Preferred
Shares have a cumulative preferred dividend accruing at the rate of 8% per annum, payable in cash or, at
OceanPal’s election, in kind and has a liquidation preference equal to the stated value of $1,000 per share.
Dividend income from the OceanPal preferred shares during 2025 amounted to $16,560.
OceanPal Inc. Non-Competition Agreement
We have entered into a non-competition agreement with OceanPal Inc. ("OceanPal"), dated November 2,
2021, pursuant to which we granted to OceanPal (i) a right of first refusal over any opportunity available to
us (or any of our subsidiaries) to acquire or charter-in any dry bulk vessel that is larger than 70,000
deadweight tons and that was built prior to 2006 and (ii) a right of first refusal over any employment
opportunity for a dry bulk vessel pursuant to a spot market charter presented or available to us with respect
to any vessel owned or chartered in, directly or indirectly, by us. The non-competition agreement also
prohibits us and OceanPal from soliciting each other's employees. The terms of the non-competition
agreement provide that it will terminate on the date that (i) our ownership of OceanPal’s equity securities
represents less than 10% of total outstanding voting power and (ii) we and OceanPal share no common
executive officers.
OceanPal Inc. Right of First Refusal
On November 2, 2021, we entered into a right of first refusal agreement with OceanPal Inc. pursuant to
which we granted OceanPal Inc. a right of first refusal over six drybulk carriers owned by us, as of the date
of the agreement, and identified in the agreement. Pursuant to this right of first refusal, OceanPal Inc. has
the right, but not the obligation, to purchase one or all of the six identified vessels from us when and if we
make a determination to sell one or more of the vessels at a price equal to the fair market value of each
vessel at the time of sale, as determined by the average of two independent shipbroker valuations from
brokers mutually agreeable to us and OceanPal Inc. If OceanPal Inc. does not exercise its right to purchase
a vessel, we have the right to sell the vessel to any third party for a period of three months from the date
notified OceanPal Inc. of our intent to sell the vessel. As of the date of the annual report, only one of the
six vessels identified in the agreement remains unsold.
Series D Preferred Stock
In June 2021, we issued 400 shares of our designated Series D Preferred Stock, par value $0.01 per share,
to Tuscany Shipping Corp., an entity controlled by our Chief Executive Officer, Ms. Semiramis Paliou, for
an aggregate purchase price of $360,000. The Series D Preferred Stock has no dividend or liquidation
rights. Each share of Series D Preferred Stock shall entitle the holder thereof to two hundred thousand
(200,000) votes on all matters submitted to a vote of the stockholders of the Company, provided
however, that, notwithstanding any other provision of Series D Preferred Stock statement of designation,
to the extent that the total number of votes one or more holders of Series D Preferred Stock is entitled to
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vote (including any voting power of such holders derived from Series D Preferred Stock, shares of Common
Stock or any other voting security of the Company issued and outstanding as of the date hereof or that
may be issued in the future) on any matter submitted to a vote of stockholders of the Company would
exceed 36.0% of the total number of votes eligible to be cast on such matter, the total number of votes that
holders of Series D Preferred Stock may exercise derived from the Series D Preferred Stock together with
Common Shares and any other voting securities of the Company beneficially owned by such holder, shall
be reduced to 36% of the total number of votes that may be cast on such matter submitted to a vote of
stockholders. The Series D Preferred Stock is transferable only to the holder’s immediate family members
and to affiliated persons. The issuance of shares of Series D Preferred Stock to Tuscany Shipping Corp.
was approved by an independent committee of the Board of Directors of the Company, which received a
fairness opinion from an independent third party that the transaction was fair from a financial point of view
to the Company.
Series C Preferred Stock
In January 2019, we issued 10,675 shares of our designated Series C Preferred Stock, par value $0.01
per share, to an affiliate of our Chairman, Mr. Simeon Palios. In September 2020, the Series C Preferred
Shares were transferred from an affiliate of Mr. Simeon Palios to an affiliate of the Company’s Chief
Executive Officer, Mrs. Semiramis Paliou. The Series C Preferred Stock vote with the common shares of
the Company, and each share entitles the holder thereof to 1,000 votes on all matters submitted to a vote
of the stockholders of the Company. The Series C Preferred Stock has no dividend or liquidation rights and
cannot be transferred without the consent of the Company except to the holder’s affiliates and immediate
family members. The issuance of shares of Series C Preferred Stock was approved by an independent
committee of the Board of Directors, which received a fairness opinion from an independent third party that
the transaction was fair from a financial point of view to the Company.
Steamship Shipbroking Enterprises Inc.
Steamship, an affiliated entity controlled by our CEO Ms. Semiramis Paliou, provides us brokerage services
for an annual fee pursuant to a Brokerage Services Agreement. In 2025, brokerage fees, amounted to $3.9
million and we paid an additional amount of $0.4 million for commissions on the sale and purchases of
vessels. The terms of this relationship are currently governed by a Brokerage Services Agreement dated
February 25, 2026 due to expire on December 31, 2026.
Altair Travel Agency S.A.
Altair Travel Agency S.A., or Altair, an affiliated entity that is controlled by our CEO Ms. Semiramis Paliou
provides us with travel related services. Travel related expenses in 2025, amounted to $2.7 million.
Diana Wilhelmsen Management Limited
Diana Wilhelmsen Management Limited, or DWM, is a 50/50 joint venture which provides management
services to certain vessels in our fleet for a fixed monthly fee and commercial services for a fee charged
as a percentage of the vessels’ gross revenues. Management fees in 2025 amounted to $1.2 million and
commissions amounted to $0.3 million.
Bond acquisition
Officers and directors of the Company and/or entities affiliated with them purchased an aggregate of $47.3
million principal amount of our senior unsecured bond issued on July 2, 2024.
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Bergen Ultra LP
Bergen Ultra LP, or Bergen, is a limited partnership that owned until January 2026 a dry bulk carrier. One
of our subsidiaries, Diana General Partner Inc., owns 3% of the partnership and acts as its General Partner
and another subsidiary, Komi Shipping Company Inc., owns 22%. The remaining partnership interests are
owned by unaffiliated third parties. On March 30, 2023, we entered into a corporate guarantee with Nordea
to secure Bergen’s obligations under a $15.4 million loan facility and a commission agreement under which
the Company received a commission of 0.8% per annum, on the outstanding balance of the loan, as
compensation for providing this guarantee to Nordea. We have also entered into an administrative service
agreement under which DSS provides administrative services to Bergen. In 2025, income from
administrative fees amounted to $15,000, and we received $105,976 as payment for the guarantee
commission.
On November 19, 2025, Bergen entered into an agreement with an unrelated third party to sell the vessel
for $26.4 million. Upon completion of the vessel sale and full repayment of Bergen’s loan with Nordea, the
Company’s corporate guarantee for Bergen’s obligations under the loan was released.
Windward Offshore GmbH
Windward Offshore GmbH & Co. KG, or Windward, is a limited partnership operating an offshore wind
vessel company based in Germany. One of our subsidiaries, Diana Energize Inc., or Diana Energize,
entered into a novated agreement to contribute capital for Windward’s construction of four CSOVs,
ultimately contributing 45.87% of Windward’s capital. On May 5, 2025, a new partner was admitted to
Windward and the Company received Euro 3.1 million as return of capital, which reduced the Company’s
ownership percentage to 34%. As of December 31, 2025, our investment in Windward amounted to $44.5
million consisting of advances to fund the construction of the vessels, working capital and our share in
Windward’s results.
Diana Mariners Inc.
In 2023, we acquired through one of our subsidiaries, Cebu Shipping Company Inc., or Cebu, a 24%
interest in Cohen Global Maritime Inc., or Cohen, a company organized in the Republic of the Philippines
for the purpose of providing manning services to our vessels. Cohen was renamed Diana Mariners Inc., or
Diana Mariners, in August 2024. As of December 31, 2025, our investment in Diana Mariners amounted to
$0.4 million and $0.8 million was due from Diana Mariners. As of December 31, 2025, all of the Company’s
ship-owning subsidiaries had entered into manning agreements with Diana Mariners.
Ecogas Holding AS.
On March 12, 2025, we entered, through our wholly owned subsidiary Diana Gas Inc., into a joint venture
agreement with an unrelated party to establish Ecogas, a company formed under the laws of Norway, for
the purpose of building two 7,500 cbm LPG vessels scheduled for delivery in 2027. The Company agreed
to contribute $18.5 million, representing an 80% equity interest for the construction of the two vessels. As
of December 31, 2025, our investment in Ecogas amounted to $8.8 million, representing a portion of our
equity contributions to fund the construction of the vessels and working capital as well as our share of the
loss recognized from this investment at year-end.
C. Interests of Experts and Counsel
Not Applicable.
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Item 8. Financial information
A. Consolidated statements and other financial information
See “Item 18. Financial Statements.”
Legal Proceedings
We have not been involved in any legal proceedings which may have, or have had, a significant effect on
our business, financial position, results of operations or liquidity, nor are we aware of any proceedings that
are pending or threatened which may have a significant effect on our business, financial position, results
of operations or liquidity. From time to time, we may be subject to legal proceedings and claims in the
ordinary course of business, principally personal injury and property casualty claims. We expect that these
claims would be covered by insurance, subject to customary deductibles. Those claims, even if lacking
merit, could result in the expenditure of significant financial and managerial resources.
Dividend Policy
Our board of directors reviews and amends our dividend policy from time to time in light of our business
plans and other factors. In order to position us to take advantage of market opportunities in a then-
deteriorating market, our board of directors, beginning with the fourth quarter of 2008, suspended our
common stock dividend. As a result of improving market conditions in 2021, our board of directors elected
to declare quarterly dividends with respect to the third quarter of 2021 and for each quarter thereafter, until
the fourth quarter of 2025 and two special noncash dividends, as described in Item 4A. History and
development of the Company.
The declaration and payment of dividends will always be subject to the discretion of our board of directors.
The timing and amount of any dividends declared will depend on, among other things, our earnings,
financial condition and cash requirements and availability, our ability to obtain debt and equity financing on
acceptable terms as contemplated by our growth strategy and provisions of Marshall Islands law affecting
the payment of dividends. In addition, other external factors, such as our lenders imposing restrictions on
our ability to pay dividends under the terms of our loan facilities, may limit our ability to pay
dividends. Further, under the terms of our loan agreements, we may not be permitted to pay dividends
that would result in an event of default or if an event of default occurs and is continuing.
Marshall Islands law generally prohibits the payment of dividends other than from surplus or when a
company is insolvent or if the payment of the dividend would render the company insolvent. Also, our loan
facilities and bond prohibit the payment of dividends should an event of default arise.
We believe that, under current law, any dividends that we have paid and may pay in the future from earnings
and profits constitute “qualified dividend income” and as such are generally subject to a 20% United States
federal income tax rate with respect to non-corporate United States shareholders. Distributions in excess
of our earnings and profits will be treated first as a non-taxable return of capital to the extent of a United
States shareholder’s tax basis in its common stock on a dollar-for-dollar basis and thereafter as capital
gain. Please see the section of this annual report entitled “Taxation” under Item 10.E for additional
information relating to the tax treatment of our dividend payments.
Cumulative dividends on our Series B Preferred Shares are payable on each January 15, April 15, July 15
and October 15, when, as and if declared by our board of directors or any authorized committee thereof
out of legally available funds for such purpose. The dividend rate for our Series B Preferred Shares is
8.875% per annum per $25.00 of liquidation preference per share (equal to $2.21875 per annum per share)
and is not subject to adjustment. Since February 14, 2019, we may redeem, in whole or from time to time
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in part, the Series B Preferred Shares at a redemption price of $25.00 per share plus an amount equal to
all accumulated and unpaid dividends thereon to the date of redemption, whether or not declared.
Marshall Islands law provides that we may pay dividends on and redeem the Series B Preferred Shares
only to the extent that assets are legally available for such purposes. Legally available assets generally are
limited to our surplus, which essentially represents our retained earnings and the excess of consideration
received by us for the sale of shares above the par value of the shares. In addition, under Marshall Islands
law we may not pay dividends on or redeem Series B Preferred Shares if we are insolvent or would be
rendered insolvent by the payment of such a dividend or the making of such redemption.
B. Significant Changes
There have been no significant changes since the date of the annual consolidated financial statements
included in this annual report, other than those described in Note 16 “Subsequent events” of our annual
consolidated financial statements.
Item 9. The Offer and Listing
A. Offer and Listing Details
The trading market for shares of our common stock is the NYSE, on which our shares trade under the
symbol “DSX” since March 23, 2005.
Our Series B Preferred Stock has traded on the NYSE under the symbol “DSXPRB” since February 21,
2014.
Our Warrants to Purchase Common Stock, expiring on or about December 14, 2026, have traded on the
NYSE under the symbol “DSX WS” since December 14, 2023.
B. Plan of distribution
Not Applicable.
C. Markets
Our common shares have traded on the NYSE since March 23, 2005 under the symbol “DSX,” our Series
B Preferred Stock has traded on the NYSE under the symbol "DSXPRB" since February 21, 2014 and our
Warrants have traded on the NYSE under the symbol “DSX WS” since December 14, 2023. Since July 2,
2024, our 8.75% Senior Unsecured Bond due 2029 commenced trading on the Oslo Stock Exchange,
under the symbol "DIASH03."
D. Selling Shareholders
Not Applicable.
E. Dilution
Not Applicable.
F.
Expenses of the Issue
Not Applicable.
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Item 10. Additional Information
A. Share Capital
Not Applicable.
B. Memorandum and Articles of Association
Our current amended and restated articles of incorporation are filed as exhibit 1.1 hereto, and our current
amended and restated bylaws are filed as exhibit 1.2 hereto. The information contained in these exhibits
is incorporated by reference herein.
Information regarding the rights, preferences and restrictions attaching to each class of our shares is
described in Exhibit 2.6 to this annual report titled “Description of Securities Registered Pursuant to
Section 12 of the Securities Exchange Act of 1934.”
Stockholders Rights Agreement
On February 2, 2024, we entered into an Amended and Restated Stockholders Rights Agreement with
Computershare Trust Company, N.A., as Rights Agent, to amend and restate the Stockholders Rights
Agreement, dated January 15, 2016.
Under the Amended and Restated Stockholders Rights Agreement, we declared a dividend payable of one
preferred stock purchase right, or Right, for each share of common stock outstanding at the close of
business on January 26, 2016. Each Right entitles the registered holder to purchase from us one one-
thousandth of a share of Series A participating preferred stock, par value $0.01 per share, at an exercise
price of $25.00 per share. The Rights will separate from the common stock and become exercisable only
if a person or group acquires beneficial ownership of 15% or more of our common stock (including through
entry into certain derivative positions) in a transaction not approved by our Board of Directors. In that
situation, each holder of a Right (other than the acquiring person, whose Rights will become void and will
not be exercisable) will have the right to purchase, upon payment of the exercise price, a number of shares
of our common stock having a then-current market value equal to twice the exercise price. In addition, if
the Company is acquired in a merger or other business combination after an acquiring person acquires
15% or more of our common stock, each holder of the Right will thereafter have the right to purchase, upon
payment of the exercise price, a number of shares of common stock of the acquiring person having a then-
current market value equal to twice the exercise price. The acquiring person will not be entitled to exercise
these Rights. Under the Amended and Restated Stockholders Rights Agreement's terms, it will expire on
February 1, 2034. A copy of the Amended and Restated Stockholders Rights Agreement and a summary
of its terms are contained in the Form 8-A12B filed with the SEC on January 15, 2016, with file number
001-32458, as amended on February 2, 2024.
C. Material Contracts
Attached as exhibits to this annual report are the contracts we consider to be both material and not entered
into in the ordinary course of business, which (i) are to be performed in whole or in part on or after the filing
date of this annual report or (ii) were entered into not more than two years before the filing date of this
annual report. Other than these agreements, we have no material contracts, other than contracts entered
into in the ordinary course of business, to which the Company or any member of the group is a party. A
description of these is included in our description of our agreements generally: we refer you to Item 5.B for
a discussion of our loan facilities.
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D. Exchange Controls
Under Marshall Islands, Panamanian, Cypriot and Greek law, there are currently no restrictions on the
export or import of capital, including foreign exchange controls or restrictions that affect the remittance of
dividends, interest or other payments to non-resident holders of our securities.
E. Taxation
In the opinion of Seward & Kissel LLP, the following is a discussion of the material Marshall Islands and
U.S. federal income tax considerations of the ownership and disposition by a U.S. Holder and a Non-
U.S. Holder, each as defined below, of the common stock. This discussion does not purport to deal with
the tax consequences of owning common stock to all categories of investors, some of which, such as
dealers in securities or commodities, financial institutions, insurance companies, tax-exempt organizations,
U.S. expatriates, persons liable for the alternative minimum tax, persons who hold common stock as part
of a straddle, hedge, conversion transaction or integrated investment, U.S. Holders whose functional
currency is not the United States dollar, persons required to recognize income for U.S. federal income tax
purposes no later than when such income is reported on an “applicable financial statement,” investors
subject to the “base erosion and anti-avoidance” tax and investors that own, actually or under applicable
constructive ownership rules, 10% or more of the Company’s common stock, may be subject to special
rules. This discussion deals only with holders who hold the common stock as a capital asset. You are
encouraged to consult your own tax advisors concerning the overall tax consequences arising in your own
particular situation under U.S. federal, state, local or foreign law of the ownership of common stock.
Marshall Islands Tax Considerations
The Company is incorporated in the Marshall Islands. Under current Marshall Islands law, the company is
not subject to tax on income or capital gains, and no Marshall Islands withholding tax will be imposed upon
payments of dividends by us to our shareholders.
United States Federal Income Taxation
The following discussion is based upon the provisions of the U.S. Internal Revenue Code of 1986, as
amended (the “Code”), existing and proposed U.S. Treasury Department regulations, (the “Treasury
Regulations”), administrative rulings, pronouncements and judicial decisions, all as of the date of this
Annual Report. This discussion assumes that we do not have an office or other fixed place of business in
the United States. Unless the context otherwise requires, the reference to Company below shall be meant
to refer to both the Company and its vessel-owning and operating subsidiaries.
Taxation of the Company’s Shipping Income
In General
The Company anticipates that it will derive substantially all of its gross income from the use and operation
of vessels in international commerce and that this income will principally consist of freights from the
transportation of cargoes, hire or lease from time or voyage charters and the performance of services
directly related thereto, which the Company refers to as “Shipping Income.”
Shipping Income that is attributable to transportation that begins or ends, but that does not both begin and
end, in the United States will be considered to be 50% derived from sources within the United States.
Shipping Income attributable to transportation that both begins and ends in the United States will be
considered to be 100% derived from sources within the United States. The Company is not permitted by
law to engage in transportation that gives rise to 100% U.S. source Shipping Income. Shipping Income
attributable to transportation exclusively between non-U.S. ports will be considered to be 100% derived
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from sources outside the United States. Shipping Income derived from sources outside the United States
will not be subject to U.S. federal income tax.
Based upon the Company’s anticipated shipping operations, the Company’s vessels will operate in various
parts of the world, including to or from U.S. ports. Unless exempt from U.S. federal income taxation under
Section 883 of the Code, the Company will be subject to U.S. federal income taxation, in the manner
discussed below, to the extent its Shipping Income is considered derived from sources within the United
States.
In the year ended December 31, 2025, approximately 6.5% of the Company’s shipping income was
attributable to the transportation of cargoes either to or from a U.S. port. Accordingly, approximately 3.3%
of the Company’s shipping income would be treated as derived from U.S. sources for the year ended
December 31, 2025. In the absence of exemption from U.S. federal income tax under Section 883 of the
Code, the Company would have been subject to a 4% tax on its gross U.S. source Shipping Income, equal
to $0.3 million for the year ended December 31, 2025.
Application of Exemption under Section 883 of the Code
Under the relevant provisions of Section 883 of the Code and the final Treasury Regulations promulgated
thereunder, a foreign corporation will be exempt from U.S. federal income taxation on its U.S. source
Shipping Income if:
(1) It is organized in a qualified foreign country which, as defined, is one that grants an equivalent
exemption from tax to corporations organized in the United States in respect of the Shipping
Income for which exemption is being claimed under Section 883 of the Code, or the “Country of
Organization Requirement”; and
(2) It can satisfy any one of the following two stock ownership requirements:
• more than 50% of its stock, in terms of value, is beneficially owned by qualified
shareholders which, as defined, includes individuals who are residents of a qualified
foreign country, or the “50% Ownership Test”; or
• its stock is “primarily and regularly” traded on an established securities market located
in the United States or a qualified foreign country, or the “Publicly Traded Test”.
The U.S. Treasury Department has recognized the Marshall Islands, Panama and Cyprus the countries of
incorporation of each of the Company and its subsidiaries that earns Shipping Income, as a qualified foreign
country. Accordingly, the Company and each of the subsidiaries satisfy the Country of Organization
Requirement.
For the 2025 taxable year, the eligibility of the Company and each subsidiary to qualify for exemption under
Section 883 of the Code is wholly dependent upon the Company’s ability to satisfy either the 50%
Ownership Test or the Publicly Traded Test.
The 50% Ownership Test
For purposes of the 50% Ownership Test, “qualified shareholders” include: (i) individuals who are
“residents” (as defined in the Treasury regulations promulgated under Section 883 of the Code (the
“Section 883 Regulations”) of qualified foreign countries, (ii) corporations organized in qualified foreign
countries that meet the Publicly-Traded Test (discussed below), (iii) governments (or subdivisions thereof)
of qualified foreign countries, (iv) non-profit organizations organized in qualified foreign countries, and (v)
certain beneficiaries of pension funds organized in qualified foreign countries, in each case, that do not
beneficially own the shares in the foreign corporation claiming the Section 883 Exemption, directly or
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indirectly (at any point in the chain of ownership), in the form of bearer shares (as described in the Section
883 Regulations). For this purpose, certain constructive ownership rules under the Section 883 Regulations
require looking through the ownership of entities to the owners of the interests in those entities. The foreign
corporation claiming the Section 883 Exemption based on the 50% Ownership Test must obtain all the
facts necessary to satisfy the IRS that the 50% Ownership Test has been satisfied (as detailed in the
Section 883 Regulations) and must meet certain substantiation and reporting requirements.
The Publicly-Traded Test
Under the Treasury Regulations, stock of a foreign corporation is considered “primarily traded” on an
established securities market in a country if the number of shares of each class of stock that is traded
during the taxable year on all established securities markets in that country exceeds the number of shares
in each such class that is traded during that year on established securities markets in any other single
country.
Under the Treasury Regulations, the Company’s common and preferred stock will be considered to be
“regularly traded” on the NYSE if: (1) more than 50% of its common stock, by voting power and total value,
is listed on the NYSE, referred to as the “Listing Threshold”, (2) its common stock is traded on the NYSE,
other than in minimal quantities, on at least 60 days during the taxable year (or one-sixth of the days during
a short taxable year), which is referred to as the “Trading Frequency Test”; and (3) the aggregate number
of shares of its common stock traded on the NYSE during the taxable year is at least 10% of the average
number of shares of its common stock outstanding during such taxable year (as appropriately adjusted in
the case of a short taxable year), which is referred to as the “Trading Volume Test”. The Trading Frequency
Test and Trading Volume Test are deemed to be satisfied under the Treasury Regulations if the Company’s
common stock is regularly quoted by dealers making a market in the common stock.
Notwithstanding the foregoing, the Treasury Regulations provide, in pertinent part, that stock of a foreign
corporation will not be considered to be “regularly traded” on an established securities market for any
taxable year during which 50% or more of such stock is owned, actually or constructively under specified
stock attribution rules, on more than half the days during the taxable year by persons, or “5%
Shareholders”, who each own 5% or more of the value of such stock, or the “5% Override Rule.” For
purposes of determining the persons who are 5% Shareholders, a foreign corporation may rely on
Schedules 13D and 13G filings with the SEC.
However, the requirements of establishing these exemptions are onerous and there can be no assurance
that the Company will either satisfy the
future taxable years.
Taxation in Absence of Exemption Under Section 883 of the Code
To the extent the benefits of Section 883 of the Code are unavailable with respect to any item of U.S.
source Shipping Income, the Company and each of its subsidiaries would be subject to a 4% tax imposed
on such income by Section 887 of the Code on a gross basis, without the benefit of deductions, which is
referred to as the “4% Gross Basis Tax Regime”. Since under the sourcing rules described above, no more
than 50% of the Company’s Shipping Income would be treated as being derived from U.S. sources, the
maximum effective rate of U.S. federal income tax on the Company’s Shipping Income would never exceed
2% under the 4% Gross Basis Tax Regime.
Based on its U.S. source Shipping Income for the 2025 taxable year and in the absence of exemption
under Section 883 of the Code, the Company would be subject to $0.3 million of U.S. federal income tax
under the 4% Gross Basis Tax Regime.
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The 4% Gross Basis Tax Regime would not apply to U.S. source Shipping Income to the extent considered
to be “effectively connected” with the conduct of a U.S. trade or business. In the absence of exemption
under Section 883 of the Code, such “effectively connected” U.S. source Shipping Income, net of applicable
deductions, would be subject to U.S. federal income tax currently imposed at a rate of 21%. In addition,
earnings “effectively connected” with the conduct of such U.S. trade or business, as determined after
allowance for certain adjustments, and certain interest paid or deemed paid attributable to the conduct of
the U.S. trade or business may be subject to U.S. federal branch profits tax imposed at a rate of 30%. The
Company’s U.S. source Shipping Income would be considered “effectively connected” with the conduct of
a U.S. trade or business only if: (1) the Company has, or is considered to have, a fixed place or business
in the United States involved in the earning of Shipping Income; and (2) substantially all of the Company’s
U.S. source Shipping Income is attributable to regularly scheduled transportation, such as the operation of
a vessel that followed a published schedule with repeated sailings at regular intervals between the same
points for voyages that begin or end in the United States, or, in the case of income from the chartering of
a vessel, is attributable to a fixed place of business in the United States. We do not intend to have, or
permit circumstances that would result in having a vessel operating to the United States on a regularly
scheduled basis. Based on the foregoing and on the expected mode of our shipping operations and other
activities, we believe that none of our U.S. source Shipping Income will be effectively connected with the
conduct of a U.S. trade or business.
Gain on Sale of Vessels
Regardless of whether we qualify for exemption under Section 883 of the Code, we will not be subject to
U.S. federal income taxation with respect to gain realized on a sale of a vessel, provided the sale is
considered to occur outside of the United States under U.S. federal income tax principles. In general, a
sale of a vessel will be considered to occur outside of the United States for this purpose if title to the vessel,
and risk of loss with respect to the vessel, pass to the buyer outside of the United States. It is expected
that any sale of a vessel by us will be considered to occur outside of the United States.
United States Taxation of U.S. Holders
The following is a discussion of the material U.S. federal income tax considerations relevant to an
investment decision by a U.S. Holder, as defined below, with respect to our common stock. This discussion
does not purport to deal with the tax consequences of owning our common stock to all categories of
investors, some of which may be subject to special rules. You are encouraged to consult your own tax
advisors concerning the overall tax consequences arising in your own particular situation under U.S.
federal, state, local or foreign law of the ownership of our common stock.
As used herein, the term “U.S. Holder” means a beneficial owner of our common stock that (i) is a U.S.
citizen or resident, a U.S. corporation or other U.S. entity taxable as a corporation, an estate, the income
of which is subject to U.S. federal income taxation regardless of its source, or a trust if (a) a court within
the United States is able to exercise primary jurisdiction over the administration of the trust and one or
more U.S. persons have the authority to control all substantial decisions of the trust or (b) it has an election
in place to be treated as a United States person; and (ii) owns the common stock as a capital asset,
generally, for investment purposes.
If a partnership holds our common stock, the tax treatment of a partner will generally depend upon the
status of the partner and upon the activities of the partnership. If you are a partner in a partnership holding
our common stock, you are encouraged to consult your own tax advisor on this issue.
Distributions
Subject to the discussion of passive foreign investment companies below, any distributions made by the
Company with respect to its common stock to a U.S. Holder will generally constitute dividends, which may
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be taxable as ordinary income or “qualified dividend income” as described in more detail below, to the
extent of the Company’s current or accumulated earnings and profits, as determined under U.S. federal
income tax principles. Distributions in excess of the Company’s earnings and profits will be treated first as
a non-taxable return of capital to the extent of the U.S. Holder’s tax basis in his common stock on a dollar-
for-dollar basis and thereafter as capital gain. Because the Company is not a U.S. corporation, U.S. Holders
that are corporations will generally not be entitled to claim a dividends-received deduction with respect to
any distributions they receive from the Company.
Dividends paid to a U.S. Holder which is an individual, trust, or estate, referred to herein as a “U.S. Non-
Corporate Holder,” will generally be treated as “qualified dividend income” that is taxable to Holders at
preferential U.S. federal income tax rates, provided that (1) the common stock is readily tradable on an
established securities market in the United States (such as the NYSE on which the common stock is listed);
(2) the Company is not a PFIC for the taxable year during which the dividend is paid or the immediately
preceding taxable year (which the Company does not believe it is, has been or will be); (3) the U.S. Non-
Corporate Holder has owned the common stock for more than 60 days in the 121-day period beginning
60 days before the date on which the common stock becomes ex-dividend; and (4) the U.S. Non-Corporate
Holder is not under an obligation (whether pursuant to a short sale or otherwise) to make payments with
respect to positions in substantially similar or related property. There is no assurance that any dividends
paid on our common stock will be eligible for these preferential rates in the hands of a U.S. Non-Corporate
Holder. Any dividends paid by the Company which are not eligible for these preferential rates will be taxed
as ordinary income to a U.S. Non-Corporate Holder. Special rules may apply to any “extraordinary
dividend,” generally, a dividend paid by us in an amount which is equal to or in excess of ten percent of a
U.S. Holder’s adjusted tax basis, or fair market value in certain circumstances, in a share of our common
stock. If we pay an “extraordinary dividend” on our common stock that is treated as “qualified dividend
income,” then any loss derived by a U.S. Individual Holder from the sale or exchange of such common
stock will be treated as long-term capital loss to the extent of such dividend.
Sale, Exchange or other Disposition of Common Stock
Subject to the discussion of the PFIC rules below, a U.S. Holder generally will recognize taxable gain or
loss upon a sale, exchange or other disposition of the Company’s common stock in an amount equal to
the difference between the amount realized by the U.S. Holder from such sale, exchange or other
disposition and the U.S. Holder’s tax basis in such stock. Such gain or loss will be treated as long-term
capital gain or loss if the U.S. Holder’s holding period in the common stock is greater than one year at the
time of the sale, exchange or other disposition. Long-term capital gain of a U.S. Non-Corporate Holder is
taxable at preferential U.S. Federal income tax rates. A U.S. Holder’s ability to deduct capital losses is
subject to certain limitations.
PFIC Status and Significant Tax Consequences
Special U.S. federal income tax rules apply to a U.S. Holder that holds stock in a foreign corporation
classified as a passive foreign investment company, or a “PFIC”, for U.S. federal income tax purposes. In
general, the Company will be treated as a PFIC with respect to a U.S. Holder if, for any taxable year in
which such Holder held the Company’s common stock, either:
• at least 75% of the Company’s gross income for such taxable year consists of passive
income (e.g., dividends, interest, capital gains and rents derived other than in the
active conduct of a rental business), or
• at least 50% of the average value of the assets held by the corporation during such
taxable year produce, or are held for the production of, such passive income.
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For purposes of determining whether the Company is a PFIC, the Company will be treated as earning and
owning its proportionate share of the income and assets, respectively, of any of its subsidiary corporations
in which it owns at least 25% of the value of the subsidiary’s stock. Income earned, or deemed earned, by
the Company in connection with the performance of services would not constitute passive income. By
contrast, rental income would generally constitute passive income unless the Company is treated under
specific rules as deriving its rental income in the active conduct of a trade or business.
Based on the Company’s current operations and future projections, the Company does not believe that it
is, nor does it expect to become, a PFIC with respect to any taxable year. Although there is no legal
authority directly on point, the Company’s belief is based principally on the position that, for purposes of
determining whether the Company is a PFIC, the gross income the Company derives or is deemed to
derive from the time chartering and voyage chartering activities of its wholly-owned subsidiaries should
constitute services income, rather than rental income. Correspondingly, the Company believes that such
income does not constitute passive income, and the assets that the Company or its wholly-owned
subsidiaries own and operate in connection with the production of such income, in particular, the vessels,
do not constitute assets that produce or are held for the production of passive income for purposes of
determining whether the Company is a PFIC. The Company believes there is substantial legal authority
supporting its position consisting of case law and Internal Revenue Service, or the “IRS”, pronouncements
concerning the characterization of income derived from time charters and voyage charters as services
income for other tax purposes. However, there is also authority which characterizes time charter income
as rental income rather than services income for other tax purposes. It should be noted that in the absence
of any legal authority specifically relating to the statutory provisions governing PFICs, the IRS or a court
could disagree with this position. In addition, although the Company intends to conduct its affairs in a
manner to avoid being classified as a PFIC with respect to any taxable year, there can be no assurance
that the nature of its operations will not change in the future.
As discussed more fully below, if the Company were to be treated as a PFIC for any taxable year, a U.S.
Holder would be subject to different U.S. federal income taxation rules depending on whether the U.S.
Holder makes an election to treat the Company as a “Qualified Electing Fund,” which election is referred
to as a “QEF Election.” As discussed below, as an alternative to making a QEF Election, a U.S. Holder
should be able to make a “mark-to-market” election with respect to the common stock, which election is
referred to as a “Mark-to-Market Election”. If the Company were to be treated as a PFIC, a U.S. Holder
would be required to file with respect to taxable years ending on or after December 31, 2013 IRS Form
8621 to report certain information regarding the Company.
Taxation of U.S. Holders Making a Timely QEF Election
If a U.S. Holder makes a timely QEF Election, which U.S. Holder is referred to as an “Electing Holder”, the
Electing Holder must report each year for U.S. federal income tax purposes his pro rata share of the
Company’s ordinary earnings and net capital gain, if any, for the Company’s taxable year that ends with or
within the taxable year of the Electing Holder, regardless of whether or not distributions were received by
the Electing Holder from the Company. The Electing Holder’s adjusted tax basis in the common stock will
be increased to reflect amounts included in the Electing Holder’s income. Distributions received by an
Electing Holder that had been previously taxed will result in a corresponding reduction in the adjusted tax
basis in the common stock and will not be taxed again once distributed. An Electing Holder would generally
recognize capital gain or loss on the sale, exchange or other disposition of the common stock.
Taxation of U.S. Holders Making a Mark-to-Market Election
Alternatively, if the Company were to be treated as a PFIC for any taxable year and, as anticipated, the
common stock is treated as “marketable stock,” a U.S. Holder would be allowed to make a Mark-to-Market
Election with respect to the Company’s common stock. If that election is made, the U.S. Holder generally
would include as ordinary income in each taxable year the excess, if any, of the fair market value of the
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common stock at the end of the taxable year over such Holder’s adjusted tax basis in the common
stock. The U.S. Holder would also be permitted an ordinary loss in respect of the excess, if any, of the U.S.
Holder’s adjusted tax basis in the common stock over its fair market value at the end of the taxable year,
but only to the extent of the net amount previously included in income as a result of the Mark-to-Market
Election. A U.S. Holder’s tax basis in his common stock would be adjusted to reflect any such income or
loss amount. Gain realized on the sale, exchange or other disposition of the common stock would be
treated as ordinary income, and any loss realized on the sale, exchange or other disposition of the common
stock would be treated as ordinary loss to the extent that such loss does not exceed the net mark-to-market
gains previously included by the U.S. Holder.
Taxation of U.S. Holders Not Making a Timely QEF Election or Mark-to-Market Election
Finally, if the Company were to be treated as a PFIC for any taxable year, a U.S. Holder who does not
make either a QEF Election or a Mark-to-Market Election for that year, whom is referred to as a “Non-
Electing Holder”, would be subject to special U.S. federal income tax rules with respect to (1) any excess
distribution (i.e., the portion of any distributions received by the Non-Electing Holder on the common stock
in a taxable year in excess of 125% of the average annual distributions received by the Non-Electing Holder
in the three (3) preceding taxable years, or, if shorter, the Non-Electing Holder’s holding period for the
common stock), and (2) any gain realized on the sale, exchange or other disposition of the common
stock. Under these special rules:
• the excess distribution or gain would be allocated ratably over the Non-Electing Holder’s
aggregate holding period for the common stock;
• the amount allocated to the current taxable year and any taxable years before the
Company became a PFIC would be taxed as ordinary income; and
• the amount allocated to each of the other taxable years would be subject to tax at the
highest rate of tax in effect for the applicable class of taxpayer for that year, and an
interest charge for the deemed tax deferral benefit would be imposed with respect to
the resulting tax attributable to each such other taxable year.
These penalties would not apply to a pension or profit sharing trust or other tax-exempt organization that
did not borrow funds or otherwise utilize leverage in connection with its acquisition of the common stock. If
a Non-Electing Holder who is an individual dies while owning the common stock, such Holder’s successor
generally would not receive a step-up in tax basis with respect to such stock.
U.S. Federal Income Taxation of “Non-U.S. Holders”
A beneficial owner of our common stock that is not a U.S. Holder (other than a partnership) is referred to
herein as a “Non-U.S. Holder.”
Dividends on Common Stock
Non-U.S. Holders generally will not be subject to U.S. federal income or withholding tax on dividends
received from us with respect to our common stock, unless that income is effectively connected with the
Non-U.S. Holder’s conduct of a trade or business in the United States. If the Non-U.S. Holder is entitled to
the benefits of a U.S. income tax treaty with respect to those dividends, that income is taxable in the United
States only if attributable to a permanent establishment maintained by the Non-U.S. Holder in the United
States.
Sale, Exchange or Other Disposition of Common Stock
Non-U.S. Holders generally will not be subject to U.S. federal income or withholding tax on any gain
realized upon the sale, exchange or other disposition of our common stock, unless:
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• the gain is effectively connected with the Non-U.S. Holder’s conduct of a trade or
business in the United States. If the Non-U.S. Holder is entitled to the benefits of a U.S.
income tax treaty with respect to that gain, the gain is taxable in the United States only
if attributable to a permanent establishment maintained by the Non-U.S. Holder in the
United States; or
• the Non-U.S. Holder is an individual who is present in the United States for 183 days or
more during the taxable year of disposition and other conditions are met.
If the Non-U.S. Holder is engaged in a U.S. trade or business for U.S. federal income tax purposes, the
income from our common stock, including dividends and the gain from the sale, exchange or other
disposition of the common stock, that is effectively connected with the conduct of that U.S. trade or
business will generally be subject to U.S. federal income tax in the same manner as discussed in the
previous section relating to the taxation of U.S. Holders. In addition, in the case of a corporate Non-U.S.
Holder, such Holder’s earnings and profits that are attributable to the effectively connected income, subject
to certain adjustments, may be subject to an additional U.S. federal branch profits tax at a rate of 30%, or
at a lower rate as may be specified by an applicable U.S. income tax treaty.
Backup Withholding and Information Reporting
In general, dividend payments, or other taxable distributions, made within the United States to a holder will
be subject to U.S. federal information reporting requirements. Such payments will also be subject to U.S.
federal “backup withholding” if paid to a non-corporate U.S. holder who:
• fails to provide an accurate taxpayer identification number;
• is notified by the IRS that he has failed to report all interest or dividends required to be
shown on his U.S. federal income tax returns; or
• in certain circumstances, fails to comply with applicable certification requirements.
Non-U.S. Holders may be required to establish their exemption from information reporting and backup
withholding by certifying their status on an applicable IRS Form W-8.
If a holder sells his common stock to or through a U.S. office of a broker, the payment of the proceeds is
subject to both backup withholding and information reporting unless the holder establishes an exemption. If
a holder sells his common stock through a non-U.S. office of a non-U.S. broker and the sales proceeds are
paid to the holder outside the United States, then information reporting and backup withholding generally
will not apply to that payment. However, information reporting requirements, but not backup withholding,
will apply to a payment of sales proceeds, including a payment made to a holder outside the United States,
if the holder sells his common stock through a non-U.S. office of a broker that is a U.S. person or has some
other contacts with the United States.
Backup withholding is not an additional tax. Rather, a taxpayer generally may obtain a refund of any
amounts withheld under backup withholding rules that exceed the taxpayer’s U.S. federal income tax
liability by filing a refund claim with the IRS.
U.S. Holders who are individuals (and to the extent specified in applicable Treasury Regulations, certain
U.S. entities) who hold “specified foreign financial assets” (as defined in Section 6038D of the Code) are
required to file IRS Form 8938 with information relating to the asset for each taxable year in which the
aggregate value of all such assets exceeds $75,000 at any time during the taxable year or $50,000 on the
last day of the taxable year (or such higher dollar amount as prescribed by applicable Treasury
Regulations). Specified foreign financial assets would include, among other assets, our common stock,
unless the common stock is held through an account maintained with a U.S. financial institution. Substantial
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penalties apply to any failure to timely file IRS Form 8938, unless the failure is shown to be due to
reasonable cause and not due to willful neglect. Additionally, in the event a U.S. Holder who is an individual
(and to the extent specified in applicable Treasury regulations, a U.S. entity) that is required to file IRS
Form 8938 does not file such form, the statute of limitations on the assessment and collection of U.S.
federal income taxes of such holder for the related tax year may not close until three (3) years after the
date that the required information is filed.
Changes in Global Tax Laws
Long-standing international tax initiatives that determine each country’s jurisdiction to tax cross-border
international trade and profits are evolving as a result of, among other things, initiatives such as the Anti-
Tax Avoidance Directives, as well as the Base Erosion and Profit Shifting reporting requirements,
mandated and/or recommended by the EU, G8, G20 and Organization for Economic Cooperation and
Development, including the imposition of a minimum global effective tax rate for multinational businesses
regardless of the jurisdiction of operation and where profits are generated (Pillar Two). As these and other
tax laws and related regulations change (including changes in the interpretation, approach and guidance
of tax authorities), our financial results could be materially impacted. Given the unpredictability of these
possible changes and their potential interdependency, it is difficult to assess whether the overall effect of
such potential tax changes would be cumulatively positive or negative for our earnings and cash flow, but
such changes could adversely affect our financial results.
On December 12, 2022, the European Union member states agreed to implement the OECD’s Pillar Two
global corporate minimum tax rate of 15% on companies with revenues of at least €750 million effective
from 2024. Various countries have either adopted implementing legislation or are in the process of drafting
such legislation. Any new tax law in a jurisdiction where we conduct business or pay tax could have a
negative effect on our company.
F.
Dividends and paying agents
Not Applicable.
G. Statement by experts
Not Applicable.
H. Documents on display
We file reports and other information with the SEC. These materials, including this annual report and the
accompanying exhibits are available from the SEC’s website http://www.sec.gov.
I. Subsidiary information
Not Applicable.
J. Annual Report to Security Holders
We intend to submit any annual report provided to security holders in electronic format as an exhibit to a
current report on Form 6-K.
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Item 11. Quantitative and Qualitative Disclosures about Market Risk
Interest Rates
We are exposed to market risks associated with changes in interest rates related to our loan facilities,
under which we pay interest at term SOFR plus a margin. Increases in interest rates could adversely affect
our results of operations. An increase of 1% in the interest rates of our loan facilities bearing a variable
interest rate during 2025, could have increased our interest cost by approximately $3.4 million.
We expect to continue to have debt outstanding, which could impact our results of operations and financial
condition. We manage our interest rate exposure by maintaining a mix of floating and fixed interest rates
financing agreements. During 2022, we refinanced certain portions of our loans bearing a floating interest
rate through sale and leaseback transactions with fixed rates. In 2023, we entered into an interest rate
swap for $30 million under which we pay fixed interest and receive floating. Through these agreements
and our bond, which also bears a fixed interest rate, we manage a portion of our exposure to interest rates
associated with the remaining agreements that bear floating interest rates.
As of December 31, 2025, 2024 and 2023, and as of the date of this annual report, we did not and have
not designated any financial instruments as accounting hedging instruments.
Currency and Exchange Rates
We generate all of our revenues in U.S. dollars but incur less than half of our operating expenses (30% in
2025 and 29% in 2024) and approximately half of our general and administrative expenses (49% in 2025
and 46% in 2024) in currencies other than the U.S. dollar, primarily the Euro. For accounting purposes,
expenses incurred in Euros are translated into U.S. dollars at the exchange rate prevailing on the date of
each transaction. Because a significant portion of our expenses are incurred in currencies other than the
U.S. dollar, our expenses may from time to time increase relative to our revenues as a result of fluctuations
in exchange rates, particularly between the U.S. dollar and the Euro, which could affect our results of
operations in future periods. Currently, we do not consider this risk to be material to our results of
operations, as in 2025 and 2024, non-US dollar expenses represented 19% and 17%, respectively of our
revenues. Accordingly, we have not entered into derivative instruments to hedge this exposure.
While we historically have not mitigated the risk associated with exchange rate fluctuations through the use
of financial derivatives, we may determine to employ such instruments from time to time in the future to
minimize this risk. Our use of financial derivatives would involve certain risks, including the risk that losses
on a hedged position could exceed the nominal amount invested in the instrument and the risk that the
counterparty to the derivative transaction may be unable or unwilling to satisfy its contractual obligations,
which could have an adverse effect on our results.
Item 12. Description of Securities Other than Equity Securities
Not Applicable.
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PART II
Item 13. Defaults, Dividend Arrearages and Delinquencies
None.
Item 14. Material Modifications to the Rights of Security Holders and Use
of Proceeds
None.
Item 15. Controls and Procedures
a) Disclosure Controls and Procedures
Management, including our Chief Executive Officer and Chief Financial Officers, have conducted an
evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e)
and 15d-15(e) under the Exchange Act) as of the end of the period covered by this annual report. Based
upon that evaluation, our Chief Executive Officer and Chief Financial Officers have concluded that our
disclosure controls and procedures are effective to ensure that information required to be disclosed by the
Company in the reports that it files or submits to the SEC under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in SEC rules and forms.
b) Management’s Annual Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial
reporting, as such term is defined in Rule 13a-15(f) of the Exchange Act. The Company’s internal control
over financial reporting is a process designed under the supervision of the Company’s Chief Executive
Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of the Company’s financial statements for external reporting purposes in
accordance with U.S. GAAP. A company’s internal control over financial reporting includes those policies
and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and
fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable
assurance that transactions are recorded as necessary to permit the preparation of financial statements in
accordance with U.S. GAAP, and that receipts and expenditures of the company are being made only in
accordance with authorizations of management and directors of the company; and (iii) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the
company’s assets that could have a material effect on the financial statements.
Management has conducted an assessment of the effectiveness of the Company’s internal control over
financial reporting based on the framework established in Internal Control – Integrated Framework issued
by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework). Based
on this assessment, management has determined that the Company’s internal control over financial
reporting as of December 31, 2025 is effective.
The registered public accounting firm that audited the financial statements included in this annual report
containing the disclosure required by this Item 15 has issued an attestation report on management's
assessment of our internal control over financial reporting.
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c) Attestation Report of Independent Registered Public Accounting Firm
The attestation report on the Company’s internal control over financial reporting issued by the registered
public accounting firm that audited the Company’s consolidated financial statements, Deloitte Certified
Public Accountants S.A., appears on page F-4 of the financial statements filed as part of this annual report.
d) Changes in Internal Control over Financial Reporting
None.
Inherent Limitations on Effectiveness of Controls
Our management, including our Chief Executive Officer and our Chief Financial Officer, does not expect
that our disclosure controls or our internal control over financial reporting will prevent or detect all error and
all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not
absolute, assurance that the control system’s objectives will be met. Further, because of the inherent
limitations in all control systems, no evaluation of controls can provide absolute assurance that
misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any,
within the Company have been detected. These inherent limitations include the realities that judgments in
decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls
can also be circumvented by the individual acts of some persons, by collusion of two or more people, or
by management override of the controls. The design of any system of controls is based in part on certain
assumptions about the likelihood of future events, and there can be no assurance that any design will
succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of
controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate
because of changes in conditions or deterioration in the degree of compliance with policies or procedures.
Item 16A. Audit Committee Financial Expert
Our Board of Directors has determined that both the members of our Audit Committee, Mr. Kyriacos Riris
and Mr. Apostolos Kontoyannis, qualify as “Audit Committee financial experts” and that they are both
considered to be “independent” under applicable NYSE and SEC standards.
Item 16B. Code of Ethics
We have adopted a code of ethics that applies to officers, directors, employees and agents. Our code of
ethics is posted on our website,
, under “About Us—Code of Ethics” and
is filed as Exhibit 11.1 to the Annual Report filed on Form 20-F on March 21, 2025, and incorporated by
reference herein. Copies of our code of ethics are available in print, free of charge, upon request to Diana
Shipping Inc., Pendelis 16, 175 64 Palaio Faliro, Athens, Greece. We intend to satisfy any disclosure
requirements regarding any amendment to, or waiver from, a provision of this code of ethics by posting
such information on our website.
Item 16C. Principal Accountant Fees and Services
a) Audit Fees
Our principal accountants, Deloitte Certified Public Accountants S.A., the member firms of Deloitte Touche
Tohmatsu Limited and their respective affiliates (collectively, “Deloitte”) have billed us for audit services.
Audit fees in 2025 and 2024 amounted to € 382,822 and € 360,000, or approximately $414,398 and
$388,000, respectively, and relate to compensation for professional services rendered for the audits of our
consolidated financial statements and in connection with the review of regulatory filings. The amount of €
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382,822 consists of € 367,822 related to Deloitte and € 15,000 to Ernst & Young (Hellas) Certified Auditors
Accountants S.A.
b) Audit-Related Fees
Audit related fees during 2025 amounted to € 9,000, as compared to € 51,301 in 2024 and relate to audit
services provided in connection with the Company’s filings with the SEC.
c) Tax Fees
None.
d) All Other Fees
During 2025, we paid fees amounting to €17,280 related to professional services rendered by Deloitte in
connection with assistance provided with the Company’s cybersecurity assessment.
e) Audit Committee’s Pre-Approval Policies and Procedures
Our Audit Committee is responsible for the appointment, replacement, compensation, evaluation and
oversight of the work of our independent auditors. As part of this responsibility, the Audit Committee pre-
approves the audit and non-audit services performed by the independent auditors in order to assure that
they do not impair the auditor’s independence from the Company. The Audit Committee has adopted a
policy which sets forth the procedures and the conditions pursuant to which services proposed to be
performed by the independent auditors may be pre-approved.
f) Audit Work Performed by Other than Principal Accountant if Greater than 50%
Not applicable.
Item 16D. Exemptions from the Listing Standards for Audit Committees
Our Audit Committee consists of two independent members of our Board of Directors. Otherwise, our Audit
Committee conforms to each other requirement applicable to audit committees as required by the
applicable listing standards of the NYSE.
Item 16E. Purchases of Equity Securities by the Issuer and Affiliated
Purchasers
On May 23, 2014, we announced that our Board of Directors authorized a share repurchase plan for up to
$100 million of the Company’s common shares. The plan does not have an expiration date. During 2025,
we did not repurchase any shares of common stock and as of December 31, 2025 and the date of this
report, there is an outstanding value of about $66.3 million of common shares that can be repurchased
under the plan. On December 2, 2024, the Company commenced a tender offer to purchase up to
15,000,000 shares of its outstanding common stock, at $2.00 per share, using funds available from cash
and cash equivalents. The tender offer was settled on January 7, 2025 and we purchased a total of
11,442,645 shares of common stock for an aggregate amount of $22.9 million.
Item 16F. Change in Registrant’s Certifying Accountant
Not applicable.
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Item 16G. Corporate Governance
Overview
Pursuant to an exception for foreign private issuers, we, as a Marshall Islands company, are not required
to comply with the corporate governance practices followed by U.S. companies under the NYSE listing
standards. We believe that our established practices in the area of corporate governance are in line with
the spirit of the NYSE standards and provide adequate protection to our shareholders. In fact, we have
voluntarily adopted NYSE required practices, such as (a) having a majority of independent directors, (b)
establishing audit, compensation, sustainability and nominating committees and (c) adopting a Code of
Ethics. The significant differences between our corporate governance practices and the NYSE standards
are set forth below.
Executive Sessions
The NYSE requires that non-management directors meet regularly in executive sessions without
management. The NYSE also requires that all independent directors meet in an executive session at least
once a year. As permitted under Marshall Islands law and our bylaws, our non-management directors do
not regularly hold executive sessions without management and we do not expect them to do so in the
future.
Audit Committee
The NYSE requires, among other things, that a company have an audit committee with a minimum of three
members. Our Audit Committee consists of two independent members of our Board of Directors. Our Audit
Committee conforms to every other requirement applicable to audit committees set forth in the listing
standards of the NYSE.
Shareholder Approval of Equity Compensation Plans
The NYSE requires listed companies to obtain prior shareholder approval to adopt or materially revise any
equity compensation plan. As permitted under Marshall Islands law and our amended and restated bylaws,
we do not need prior shareholder approval to adopt or revise equity compensation plans, including our
equity incentive plan.
Corporate Governance Guidelines
The NYSE requires companies to adopt and disclose corporate governance guidelines. The guidelines
must address, among other things: director qualification standards, director responsibilities, director access
to management and independent advisers, director compensation, director orientation and continuing
education, management succession and an annual performance evaluation. We are not required to adopt
such guidelines under Marshall Islands law and we have not adopted such guidelines.
Share Issuances
In lieu of obtaining shareholder approval prior to the issuance of designated securities, we will comply with
provisions of the Marshall Islands Business Corporations Act, which allows the Board of Directors to
approve share issuances. Additionally, the NYSE restricts the issuance of super voting stock such as our
Series C Preferred Shares. However, pursuant to 313.00 of Section 3 of the NYSE Listed Company
Manual, the NYSE will accept any action or issuance relating to the voting rights structure of a non-U.S.
company that is in compliance with the NYSE’s requirements for domestic companies or that is not
prohibited by the company's home country law. We are not subject to such restrictions under our home
country, Marshall Islands, law.
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Item 16H. Mine Safety Disclosure
Not applicable.
Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
Item 16J. Insider Trading Policies
Pursuant to applicable SEC transition guidance, we have
governing the purchase, sale, and other dispositions of the registrant’s securities by directors, senior
management, and employees that are reasonable designed to promote compliance with applicable insider
trading laws, rules and regulations, and NYSE listing standards for fiscal year ending December 31, 2024.
Our insider trading policies and procedures are filed as Exhibit 11.2 to this annual report.
Item 16K. Cybersecurity
Risk management and strategy
We have security measures
environment and our business. Cybersecurity risk management is integrated into our broader enterprise
risk management (ERM) framework to protect shareholder value and ensure business continuity. Cyber
risks are assessed alongside operational, financial, and compliance risks. By integrating cybersecurity into
our broader risk management strategy, we aim to reduce exposure to cyber incidents, safeguard sensitive
data, and maintain investor confidence in our long-term resilience and operational stability. Throughout
2025, the Company successfully maintained its ISO 27001 certification, demonstrating ongoing compliance
with the rigorous requirements of this internationally recognized standard.
The Company's Chief
Information Security Officer (CISO) regularly conducts internal reviews and enhancements to ensure that
our cyber risk management framework remains aligned with ISO 27001.
regulatory landscapes, the Company also completed a NIS2 Gap Analysis in 2025 and has initiated
remediation of findings to ensure future compliance.
Additionally, we have established structured processes for third-party risk management. During vendor
onboarding and ongoing monitoring, information security assessments are conducted. During 2025, this
third-party risk management program included a focused web application penetration test on a critical ERP
vendor, ensuring the security of our supply chain and partner ecosystem.
Cybersecurity training is carried out on a company-wide basis to all employees and seafarers. During 2025,
the Company executed a multi-faceted awareness strategy. This included the release of a fully digitalized
cybersecurity awareness training program specifically for crew members. Onshore, we implemented
gamified learning experiences, synchronous and asynchronous security awareness sessions, and custom-
tailored phishing campaigns. To further enhance visibility, we deployed a new internal communication
mechanism to push security awareness material directly to employee workstation lock-screens. The
security team has further enhanced our processes and increased our defenses by maintaining a
cybersecurity testing program. In 2025, this included internal penetration testing on vessel networks and a
comprehensive social engineering exercise conducted across the entire fleet. A centralized monitoring
system is in place throughout the year. In 2025, we fully onboarded our shore-based operations to a
managed Security Operations Center (SOC). This partnership enables proactive 24/7 security monitoring,
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threat intelligence, and rapid incident response. Regarding operational resilience and network security, we
optimized our fleet’s data consumption and patch management strategy during the year by centralizing
Windows update deployment on vessels, significantly reducing bandwidth usage and ensuring that critical
security patches are applied efficiently across the fleet. To further ensure business continuity and
operational resilience, the Company successfully implemented a cloud-based disaster recovery site for
critical applications during 2025. This migration ensures that essential business functions can be rapidly
restored and maintained in the event of physical or digital disruptions to our primary systems.
As emerging technologies such as Artificial Intelligence become more prevalent, the Company is taking
steps to ensure responsible use. In 2025, we initiated the creation of a draft AI policy to govern the usage
of AI tools within the organization. Furthermore, we selected a training provider for an AI training workshop
to upskill employees on the risks and benefits of AI technology. While we utilize AI-driven tools within our
security stack (such as within our Security Information and Event Management — SIEM and Security
Operations Center-SOC solutions), we continue to monitor the regulatory environment regarding AI
disclosures.
Looking ahead to 2026, our strategic focus shifts towards hardening our infrastructure and expanding
control over unmanaged assets. Key projects include the implementation of Mobile Application
Management (MAM) technology to secure corporate data on unmanaged devices, and the installation of
enterprise-grade firewalls across our vessel fleet. We will also prioritize the hardening of our Azure cloud
infrastructure and proceed with a comprehensive Information Protection project, for which an RFP was
issued in late 2025. Furthermore, we will maintain a strong focus on the human factor by continuing our
rigorous information security training and awareness programs, incorporating new modules on emerging
threats to ensure our staff and crew remain vigilant.
In parallel to these security measures, our Company continues to actively invest on Data Governance and
the Data Management, expanding its Data Platform over Microsoft Azure Technologies, which acts as a
centralized and secure source of truth for our operations, strengthening the quality and integrity of
company’s informational assets. The Data Platform enables better, faster and more accurate monitoring of
Company activities and improves decision making and productivity. This transition is further strengthened
with the digital upskilling of relevant personnel, enabling the proper and secure use of information assets.
We are committed to enhance and enriching our operational excellence through our external 3rd parties’
inspections and audits (PSC-Vetting inspections Audits). We openly share our results and “lessons learnt”
within the industry and organizations, we compare and benchmark our performance and we continuously
improve our safety footprint.
Governance
Our board of directors considers cybersecurity risk as part of its risk oversight function and has delegated
the day-to-day oversight of cybersecurity and other technology risks to the Chief Information Security
Officer, who has 12 years of specialized information security experience.
This experience includes serving as Chief Information Security Officer at Diana Shipping Services S.A.,
Information Security Officer at Viva Wallet, Senior IT Auditor at First Data Corporation focusing on EMEA
region security audits, and IT Auditor/Security Consultant at Deloitte's Enterprise Risk Services. The Chief
Information Security Officer holds CISA and CDPSE certifications from ISACA, completed Information
Security Management Systems (ISMS) Auditor/Lead Auditor Training in accordance with ISO 27001:2013,
and possesses an MSc in Digital Systems Security from the University of Piraeus.
The Chief Information Security Officer is
threats and for reporting cybersecurity updates, including updates on monitoring strategies and efforts to
prevent cybersecurity threats, to the board of directors on a quarterly basis or more often as needed. To
115
support these efforts, the cybersecurity department expanded its resources in 2025, finalizing the
recruitment process for additional specialized personnel who joined the team in early 2026.
Our management team plays a vital role in assessing and managing the Company's material risks from
cybersecurity threats. The Chief Information Security Officer leads our cybersecurity program, reporting to
the Digital Transformation Officer, who in turn reports to the Chief Executive Officer on matters of strategic
importance. Additionally, the Chief Information Security Officer holds biweekly meetings with the CEO to
discuss emerging threats, ongoing security initiatives, and strategic cybersecurity priorities.
The Chief Information Security Officer reports to the management team on a semi-annual basis, presenting
major cybersecurity incidents and key performance indicators related to the company's cybersecurity
posture. Additionally, the Chief Information Security Officer reports to the audit committee on a semi-annual
basis regarding progress on critical cybersecurity initiatives, results of the company's cybersecurity maturity
level assessments, and updates on the implementation of our cybersecurity strategy.
The
. In addition,
management updates the audit committee, as necessary, regarding any material cybersecurity incidents,
as well as any incidents with lesser impact potential.
The audit committee reviews the Company's
cybersecurity risks and assess’ the steps that management has taken to protect against threats to the
Company's information systems and security.
Our board of directors oversees the Company’s cybersecurity risk exposures and the steps taken by
management to monitor and mitigate cybersecurity risks. The board of directors ensures allocation and
prioritization of resources and overall strategic direction for cybersecurity and ensures alignment with the
Company’s overall strategy.
As of the date of this annual report, we have not identified any cybersecurity threats that have materially
affected or are reasonably likely to materially affect our business strategy, results of operations, or financial
condition. This assessment is supported by our proactive vulnerability management program, successful
vessel audit schedule adherence, and the lack of material breaches identified during the fiscal year ended
December 31, 2025. For more information about the cybersecurity risks we face, please see Item 3. Key
Information — D. Risk Factors — “A cyber-attack could materially disrupt our business.”
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PART III
Item 17. Financial Statements
See Item 18.
Item 18. Financial Statements
The financial statements required by this Item 18 are filed as a part of this annual report beginning on page
F-1.
Item 19. Exhibits
Exhibit
Number Description
1.1
Amended and Restated Articles of Incorporation of Diana Shipping Inc. (originally known as Diana
Shipping Investment Corp.) (1)
1.2
Amended and Restated By-laws of the Company (2)
1.3
Equity Distribution Agreement between Diana Shipping Inc. and Maxim Group LLC. dated April 23,
2021 (21)
1.4
Amendment No.1 to Equity Distribution Agreement between Diana Shipping Inc. and Maxim Group
LLC. dated July 7, 2021 (23)
1.5
Amendment No.2 to Equity Distribution Agreement between Diana Shipping Inc. and Maxim Group
LLC. Dated September 9, 2024 (10)
2.1
Form of Common Share Certificate (13)
2.2
Form of Series B Preferred Stock Certificate (16)
2.3
Statement of Designation of the 8.875% Series B Cumulative Redeemable Perpetual Preferred
Shares of the Company (3)
2.4
Statement of Designations of the Series A Participating Preferred Stock of the Company (4)
2.5
Statement of Designation of Rights, Preferences and Privileges of Series C Preferred Stock of the
Company (18)
2.6
Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934
**
2.7
Amended and Restated Statement of Designation of Rights, Preferences and Privileges of Series D
Preferred Stock of the Company (22)
2.8
Warrant Agreement dated December 14, 2023, between Computershare Inc., and its affiliate,
Computershare Trust Company, N.A. and the Registrant (including the form of the Warrants) (27)
4.1
Amended and Restated Stockholders Rights Agreement dated February 2, 2024 (7)
4.2
2014 Equity Incentive Plan (as amended and restated effective January 8, 2021)
(24)
4.8:
Brokerage Services Agreement, dated February 25, 2026
**
4.12:
Loan Agreement dated October 18, 2024 with Danish Ship Finance A/S
(28)
4.13:
Loan Agreement dated July 25, 2024 with Nordea Bank ABP
(28)
4.14:
Loan Agreement dated September 29, 2025 with National Bank of Greece
**
4.21
Administrative Services Agreement, dated October 1, 2013, by and between Diana Shipping Inc. and
Diana Shipping Services S.A. (11)
4.22
Joint Venture and Subscription Agreement with Wilhelmsen Ship Management, dated January 16,
2015 (13)
4.47:
Right of First Refusal Agreement with OceanPal Inc.
(26)
4.48:
Amended and Restated Contribution and Conveyance Agreement with OceanPal Inc.
(26)
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4.50:
Loan Agreement dated June 26, 2023 with DNB Bank ASA
(25)
4.52:
Amended and Restatement Deed re Secured Loan Agreement, dated July 19, 2023
8.1
Subsidiaries of the Company**
10.5
Form of Management Agreement (9)
11.1
Amended Code of Ethics
(28)
11.2
Insider Trading Policy
**
12.1
Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer
**
12.2
Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer
**
13.1
Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002
**
13.2
Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002
**
15.1
Consent of Independent Registered Public Accounting Firm
**
15.2
Consent of Independent Registered Public Accounting Firm
**
97.1
Policy Regarding the Recovery of Erroneously Awarded Compensation (25)
.
101 The following materials from the Company's Annual Report on Form 20-F for the fiscal year ended
December 31, 2025, formatted in eXtensible Business Reporting Language (XBRL): (i) Consolidated
Balance Sheets as of December 31, 2025 and 2024; (ii) Consolidated Statements of Income for the
years ended December 31, 2025, 2024 and 2023; (iii) Consolidated Statements of Comprehensive
Income for the years ended December 31, 2025, 2024 and 2023; (iv) Consolidated Statements of
Stockholders' Equity for the years ended December 31, 2025, 2024 and 2023; (v) Consolidated
Statements of Cash Flows for the years ended December 31, 2025, 2024 and 2023; and (v) the
Notes to Consolidated Financial Statements
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
** Filed herewith.
(1) Filed as Exhibit 99.2 to the Company's Form 6-K filed on November 15, 2023, and incorporated by
reference herein.
(2) Filed as Exhibit 99.3 to the Company's Form 6-K filed on November 15, 2023, and incorporated by
reference herein.
(3) Filed as Exhibit 3.3 to the Company's Form 8-A filed on February 13, 2014, and incorporated by
reference herein.
(4) Filed as Exhibit 3.1 to the Company's Form 8-A12B/A filed on January 15, 2016, and incorporated by
reference herein.
(5) Filed as Exhibit 4.1 to the Company's Form 6-K filed on May 28, 2015, and incorporated by reference
herein.
(6) Filed as Exhibit 4.2 to the Company's Form 6-K filed on May 28, 2015, and incorporated by reference
herein.
(7) Filed as Exhibit 4.1 to the Company's Form 8-A12B/A filed on February 2, 2024, and incorporated by
reference herein.
(8) Filed as an Exhibit to the Company's Registration Statement (File No. 123052) on March 1, 2005, and
incorporated by reference herein.
(9) Filed as an Exhibit to the Company's Amended Registration Statement (File No. 123052) on March
15, 2005, and incorporated by reference herein.
(10) Filed as Exhibit 1.1 to the Company's Form 6-K filed on September 9, 2024, and incorporated by
reference herein.
(11) Filed as an Exhibit to the Company's Annual Report filed on Form 20-F on March 27, 2014, and
incorporated by reference herein.
(12) Reserved.
(13) Filed as an Exhibit to the Company's Annual Report filed on Form 20-F on March 28, 2016, and
incorporated by reference herein.
(14) Reserved.
118
(15) Reserved.
(16) Filed as Exhibit 4.1 to the Company's Form 8-A12B filed on February 13, 2014, and incorporated by
reference herein.
(17) Reserved.
(18) Filed as an Exhibit to the Company’s Form 6-K filed on February 6, 2019, and incorporated by
reference herein.
(19) Reserved.
(20) Reserved.
(21) Filed as an Exhibit to the Company’s Form 6-K filed on April 23, 2021, and incorporated by reference
herein.
(22) Filed as an Exhibit to the Company’s Form 6-K filed on September 8, 2023, and incorporated by
reference herein.
(23) Filed as an Exhibit to the Company’s Form 6-K filed on July 31, 2021, and incorporated by reference
herein.
(24) Filed as an Exhibit to the Company’s Annual Report filed on Form 20-F on March 12, 2021, and
incorporated by reference herein.
(25) Filed as an Exhibit to the Company’s Annual Report filed on Form 20-F on April 5, 2024, and
incorporated by reference herein.
(26) Filed as an Exhibit to the Company’s Annual Report filed on Form 20-F on March 27, 2023, and
incorporated by reference herein.
(27) Filed as an Exhibit to the Company’s Form 6-K filed on December 14, 2023, and incorporated by
reference herein.
(28) Filed as an Exhibit to the Company’s Annual Report filed on Form 20-F on March 21, 2025, and
incorporated by reference herein.
119
SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and has duly
caused and authorized the undersigned to sign this annual report on its behalf.
DIANA SHIPPING INC.
/s/ Maria Dede
Maria Dede
Co-Chief Financial Officer and Treasurer
Dated: March 13, 2026
F-1
DIANA SHIPPING INC.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Page
Report of Independent Registered Public Accounting Firm: Deloitte Certified Public
Accountants S.A. (PCAOB ID No.
) ............................................................................
F-2
Report of Independent Registered Public Accounting Firm on Internal Controls Over
Financial Reporting: Deloitte Certified Public Accountants S.A. (PCAOB ID No.1163) .......
F-5
Report of Independent Registered Public Accounting Firm: Ernst & Young (Hellas)
Certified Auditors Accountants S.A. (PCAOB ID No.
) ...................................................
F-7
Consolidated Balance Sheets as of December 31, 2025 and 2024 ................................ ...
F-8
Consolidated Statements of Income for the years ended December 31, 2025, 2024 and
2023 ................................................................ ................................ ................................ ..
F-9
Consolidated Statements of Comprehensive Income for the years ended December 31,
2025, 2024 and 2023 ................................ ................................ ................................ .........
F-10
Consolidated Statements of Stockholders' Equity for the years ended December 31,
2025, 2024 and 2023 ................................ ................................ ................................ .........
F-
11
Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024
and 2023 ................................ ................................ ................................ ...........................
F-13
Notes to Consolidated Financial Statements................................ ................................ ......
F-15
F-2
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of Diana Shipping Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Diana Shipping Inc. and subsidiaries
(the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of income,
comprehensive income, stockholders’ equity, and cash flows, for each of the two years in the period
ended December 31, 2025, and the related notes (collectively referred to as the “financial statements”).
In our opinion, the financial statements present fairly, in all material respects, the financial position of the
Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for
each of the two years in the period ended December 31, 2025, in conformity with accounting principles
generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight
Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December
31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the
Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 13,
2026, expressed an unqualified opinion on the Company’s internal control over financial reporting.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to
express an opinion on the Company’s financial statements based on our audits. We are a public
accounting firm registered with the PCAOB and are required to be independent with respect to the
Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of
the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement, whether due to error or fraud. Our audits included performing procedures
to assess the risks of material misstatement of the financial statements, whether due to error or fraud,
and performing procedures that respond to those risks. Such procedures included examining, on a test
basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also
included evaluating the accounting principles used and significant estimates made by management, as
well as evaluating the overall presentation of the financial statements. We believe that our audits provide
a reasonable basis for our opinion.
F-3
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the
financial statements that was communicated or required to be communicated to the audit committee and
that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved
our especially challenging, subjective, or complex judgments. The communication of critical audit matters
does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by
communicating the critical audit matter below, providing a separate opinion on the critical audit matter or
on the accounts or disclosures to which it relates.
Impairment of long-lived assets– Future Charter Rates for vessels with impairment indicators –
Refer to Note 2 of the consolidated financial statements.
Critical Audit Matter Description
The Company’s evaluation of vessels held for use by the Company for impairment involves an initial
assessment of each vessel to determine whether events or changes in circumstances indicate that the
carrying amount of the vessel, including its unamortized deferred costs, may not be recoverable. As at
December 31, 2025, 10 out of 36 vessels held for use had impairment indicators.
If impairment indicators exist, the Company compares undiscounted projected net operating cash flows
to the carrying value of the respective vessel, including its unamortized deferred costs, with impairment
indicators to determine if the vessel is required to be impaired. When the Company’s estimate of
undiscounted projected net operating cash flows, excluding interest charges, expected to be generated
by the use and eventual disposition of the vessel is less than its carrying amount, the Company records
an impairment loss. Impairment loss is equal to the difference between the vessel’s carrying value,
including its unamortized deferred costs and fair market value
The Company makes various assumptions and judgments to determine the undiscounted projected net
operating cash flows expected to be generated over the remaining useful life of the vessel, including
estimates and assumptions related to the future charter rates. Future charter rates are the most
significant and subjective assumption that the Company uses for its undiscounted projected net operating
cash flows. For periods of time where the vessels are not fixed under time charter contracts, the
Company estimates the future daily time charter equivalent rate (the “future charter rate”) for the vessels’
unfixed days based on the most recent 10-year average of historical 1 year time charter rates available
for each vessel class, as such averages take into account the volatility and cyclicality of the market.
These assumptions are based on historical trends as well as future expectations. Assumptions are in line
with the Company’s historical performance and its expectations for future fleet deployment strategy.
We identified future charter rates for vessels with impairment indicators used in the undiscounted
projected net operating cash flows as a critical audit matter because of the complex judgements made by
management to estimate them and the significant impact these estimates have on the undiscounted
projected net cash flows expected to be generated over the remaining useful life of the vessel.
This required a high degree of auditor judgment and an increased extent of effort when performing audit
procedures to evaluate the reasonableness of management’s future charter rates.
F-4
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the future charter rates for vessels with impairment indicators used in the
undiscounted projected net operating cash flows included the following, among others:
• We tested the effectiveness of controls over management’s review of the impairment analysis,
including the future charter rates used within the undiscounted projected net operating cash flows.
• We evaluated the Company’s methodology for estimating the future charter rates utilized in the
undiscounted projected net operating cash flows by comparing them to 1) the Company’s
historical rates, 2) historical rate information of similar size vessels published by a third-party
broker and 3) other external market sources, including reports on prospective market outlook.
●
actual results to management’s historical forecasts.
/s/
March 13, 2026
We have served as the Company’s auditor since 2024.
F-5
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of Diana Shipping Inc.
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of Diana Shipping Inc. and subsidiaries (the
“Company”) as of December 31, 2025, based on criteria established in Internal Control - Integrated
Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission
(COSO). In our opinion, the Company maintained, in all material respects, effective internal control over
financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated
Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight
Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended
December 31, 2025, of the Company and our report dated March 13, 2026, expressed an unqualified
opinion on those financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial
reporting and for its assessment of the effectiveness of internal control over financial reporting, included
in the accompanying “Management’s Annual Report on Internal Control over Financial Reporting”. Our
responsibility is to express an opinion on the Company’s internal control over financial reporting based on
our audit. We are a public accounting firm registered with the PCAOB and are required to be independent
with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules
and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether effective internal control
over financial reporting was maintained in all material respects. Our audit included obtaining an
understanding of internal control over financial reporting, assessing the risk that a material weakness
exists, testing and evaluating the design and operating effectiveness of internal control based on the
assessed risk, and performing such other procedures as we considered necessary in the circumstances.
We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles. A company’s internal
control over financial reporting includes those policies and procedures that (1) pertain to the maintenance
of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the
assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted accounting principles,
and that receipts and expenditures of the company are being made only in accordance with
authorizations of management and directors of the company; and (3) provide reasonable assurance
regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s
assets that could have a material effect on the financial statements.
F-6
Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the
risk that controls may become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.
/s/ Deloitte Certified Public Accountants S.A.
Athens, Greece
March 13, 2026
F-7
Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of Diana Shipping Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated statements of income, comprehensive
income, stockholders' equity and cash flows of Diana Shipping Inc. (the Company) for the year ended
December 31, 2023, and the related notes (collectively referred to as the “consolidated financial
statements”). In our opinion, the consolidated financial statements present fairly, in all material respects,
the results of the Company ‘s operations and its cash flows for the year ended December 31, 2023, in
conformity with U.S. generally accepted accounting principles.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to
express an opinion on the Company’s financial statements based on our audits. We are a public accounting
firm registered with the PCAOB and are required to be independent with respect to the Company in
accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities
and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the financial statements are free
of material misstatement, whether due to error or fraud. Our audits included performing procedures to
assess the risks of material misstatement of the financial statements, whether due to error or fraud, and
performing procedures that respond to those risks. Such procedures included examining, on a test basis,
evidence regarding the amounts and disclosures in the financial statements. Our audit also included
evaluating the accounting principles used and significant estimates made by management, as well as
evaluating the overall presentation of the financial statements. We believe that our audit provide a
reasonable basis for our opinion.
/s/
We have served as the Company’s auditor from 2004 to 2023.
April 4, 2024
F-8
DIANA SHIPPING INC.
CONSOLIDATED BALANCE SHEETS
December 31, 2025 and 2024
(Expressed in thousands of U.S. Dollars – except for share and per share data)
2025
2024
ASSETS
Current Assets
Cash and cash equivalents (Note 2 (e))
$
$
Time deposits (Note 2 (e))
Restricted cash, current (Notes 2(e) and 8)
Accounts receivable, trade (Note 2 (f))
Due from related parties (Note 4)
Inventories (Note 2 (g))
Prepaid expenses and other assets
Investments in equity securities (Note 5(b))
Investments in a related party, current (Note 5(a))
Equity method investment, current (Note 4 (b))
Total Current Assets
Fixed Assets:
Advances for vessels under construction (Note 6)
Vessels, net (Note 6)
Property and equipment, net (Note 7)
Total fixed assets
Other Noncurrent Assets
Restricted cash, non-current (Note 8)
Due from related parties, non-current (Note 4)
Equity method investments (Note 4)
Investments in a related party (Notes 2 (y) and 5(a))
Other non-current assets
Deferred costs
Total Non-current Assets
Total Assets
$
$
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Long-term debt, current, net of deferred financing costs (Note 8)
$
$
Finance liabilities, current (Note 9)
Accounts payable
Due to related parties (Note 3)
Accrued liabilities
Deferred revenue
Fair value of derivatives (Note 2 (bb) 8)
Total Current Liabilities
Non-current Liabilities
Long-term debt, net of current portion and deferred financing costs (Note 8)
Finance liabilities, net of current portion (Note 9)
Fair value of derivatives (Note 8)
Warrant liability (Note 11(h))
Other non-current liabilities
Total Noncurrent Liabilities
Commitments and contingencies (Note 10)
-
-
Stockholders' Equity
Preferred stock (Note 11)
Common stock, $
(Note 11)
Additional paid-in capital
Accumulated other comprehensive income
Accumulated deficit
(628,468 )
(635,896 )
Total Stockholders' Equity
$
$
The accompanying notes are an integral part of these consolidated financial statements.
F-9
DIANA SHIPPING INC.
CONSOLIDATED STATEMENTS OF INCOME
For the years ended December 31, 2025, 2024 and 2023
(Expressed in thousands of U.S. Dollars – except for share and per share data)
2025
2024
2023
REVENUES:
Time charter revenues
$
$
$
OPERATING EXPENSES
Voyage expenses
Vessel operating expenses (Note 3)
Depreciation and amortization of deferred charges
General and administrative expenses (Note 3)
Management fees to a related party (Note 4(a))
Gain on sale of vessels (Note 3 and 6)
(3,663 )
(5,799 )
(5,323 )
Other operating loss/(income)
(422 )
(1,464 )
Operating income, total
$
$
$
OTHER INCOME/(EXPENSE)
Interest expense and finance costs (Note 12)
(42,951 )
(47,468 )
(49,331 )
Interest and other income
Gain/(loss) on derivative instruments (Note 8)
(196 )
(439 )
Loss on extinguishment of debt (Note 8)
(3,475 )
(748 )
Gain on deconsolidation of subsidiary (Note 4 (b))
Gain/(loss) on related party investments (Note 5(a))
(1,072 )
(3,905 )
Gain/(loss) on equity securities (Note 5(b))
(400 )
Gain on warrants (Note 11(h))
Loss from equity method investments (Note 4)
(2,810 )
(146 )
(262 )
Total other expenses, net
$
(24,363 )
$
(46,032 )
$
(35,868 )
Net income
$
$
$
Dividends on series B preferred shares (Notes 11(b) and 13)
(5,769 )
(5,769 )
(5,769 )
Net income attributable to common stockholders
$
$
$
Earnings per common share, basic
$
$
$
Earnings per common share, diluted
$
$
$
Weighted average number of common shares outstanding,
basic
Weighted average number of common shares outstanding,
diluted
The accompanying notes are an integral part of these consolidated financial statements.
F-10
DIANA SHIPPING INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the years ended December 31, 2025, 2024 and 2023
(Expressed in thousands of U.S. Dollars)
2025
2024
2023
Net income
$
$
$
Other comprehensive income - Defined benefit plan
Currency translation adjustment
Other comprehensive income
Comprehensive income
$
$
$
The accompanying notes are an integral part of these consolidated financial statements.
F-
11
DIANA SHIPPING INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
For the years ended December 31, 2025, 2024 and 2023
(Expressed in thousands of U.S. Dollars – except for share data)
Preferred Stock
Series B
Preferred Stock
Series C
Preferred Stock
Series D
Common Stock
Additional
Paid-in
Capital
Other
Comprehe
nsive
Income
Accumulated
Deficit
Total
Equity
# of Shares
Par
Value
# of
Shares
Par
Value
# of
Shares
Par
Value
# of Shares
Par
Value
BALANCE, December
31, 2022
$
$
-
$
-
$
$
$
$
(574,993 )
$
Net income
-
-
-
-
-
-
-
-
-
-
Issuance of restricted
stock and
compensation cost
(Note 11(i))
-
-
-
-
-
-
-
-
Issuance of common
stock (Note 11(f))
-
-
-
-
-
-
-
-
Issuance of common
stock for vessel
acquisitions (Note
11(e))
-
-
-
-
-
-
-
-
Dividends on series B
preferred stock
($
(Note 11(b))
-
-
-
-
-
-
-
-
-
-
(5,769 )
(5,769 )
Dividends on common
stock ($
(Note 11(f))
-
-
-
-
-
-
-
-
-
-
(64,276 )
(64,276 )
Dividends in kind (Note
11(g))
-
-
-
-
-
-
-
-
-
-
(10,761 )
(10,761 )
Warrants (Note 11(h))
-
-
-
-
-
-
-
-
-
-
(7,914 )
(7,914 )
Other comprehensive
income
-
-
-
-
-
-
-
-
-
-
BALANCE, December
31, 2023
$
$
-
$
-
$
$
$
$
(613,869 )
$
Net income
-
-
-
-
-
-
-
-
-
-
Issuance of Restricted
Stock and
Compensation Cost
(Note 11(i))
-
-
-
-
-
-
-
-
Issuance of Common
Stock (Note 11(h))
-
-
-
-
-
-
-
-
Dividends on series B
preferred stock
($
(Note 11(b))
-
-
-
-
-
-
-
-
-
-
(5,769 )
(5,769 )
Dividends on common
stock ($
share) (Note 11(f))
-
-
-
-
-
-
-
-
-
-
(29,004 )
(29,004 )
F-12
Other Comprehensive
Income
-
-
-
-
-
-
-
-
-
-
BALANCE, December
31, 2024
$
$
-
$
-
$
$
$
$
(635,896 )
$
Net income
-
-
-
-
-
-
-
-
-
-
Issuance of Restricted
Stock and
Compensation Cost
(Note 11(i))
-
-
-
-
-
-
-
-
Issuance of Common
Stock (Note 11(h))
-
-
-
-
-
-
-
-
Stock repurchased and
retired (Note 11(e))
-
-
-
-
-
-
(11,442,645 )
(114 )
(22,934 )
-
-
(23,048 )
Dividends on series B
preferred stock
($
(Note 11(b))
-
-
-
-
-
-
-
-
-
-
(5,769 )
(5,769 )
Dividends on common
stock ($
(Notes 11(f))
-
-
-
-
-
-
-
-
-
-
(4,630 )
(4,630 )
Other Comprehensive
Income
-
-
-
-
-
-
-
-
-
-
BALANCE, December
31, 2025
$
$
-
$
-
$
$
$
$
(628,468 )
$
The accompanying notes are an integral part of these consolidated financial statements.
F-13
DIANA SHIPPING INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the years ended December 31, 2025, 2024 and 2023
(Expressed in thousands of U.S. Dollars)
2025
2024
2023
Net income
$
$
$
Adjustments to reconcile net income to cash provided by operating
activities
Depreciation and amortization of deferred charges
Amortization of debt issuance costs (Note 12)
Compensation cost on restricted stock (Note 11(i))
Dividend income
(3 )
Pension and other postretirement benefits
(Gain)/loss on derivative instruments (Note 8)
(274 )
Gain on sale of vessels (Note 6)
(3,663 )
(5,799 )
(5,323 )
(Gain)/loss on related party investments (Note 5)
(1,502 )
Loss on extinguishment of debt
Gain on deconsolidation of subsidiary
(844 )
Loss from equity method investments, net of dividend (Note 4)
(Gain)/loss on equity securities (Note 5(b))
(14,671 )
(2,813 )
Gain on warrants (Note 11(h))
(490 )
(719 )
(1,583 )
(Increase) / Decrease
Accounts receivable, trade
(695 )
Due from related parties
(808 )
(252 )
Inventories
(511 )
Prepaid expenses and other assets
(1,379 )
(1,950 )
Other non-current assets
Investments in equity securities
(17,916 )
Increase / (Decrease)
Accounts payable
(673 )
(1,761 )
Due to related parties
(101 )
(569 )
(57 )
Accrued liabilities
(520 )
Deferred revenue
(4,195 )
Other non-current liabilities
(293 )
(158 )
Drydock cost
(18,091 )
(8,044 )
(5,646 )
Net Cash Provided by Operating Activities
$
$
$
Payments for vessels under construction and vessel improvements
(Note 6)
(1,502 )
(20,516 )
(29,732 )
Proceeds from sale of vessels, net of expenses (Note 6)
Return of capital from equity method investment (Note 4)
Payments to acquire investments (Note 4 and 5 (b))
(121,821 )
(27,203 )
(10,595 )
Proceeds from sale of investments (Note 4 and 5 (a))
Time deposits (Note 2 (c))
(23,500 )
Payments to acquire other assets
(216 )
Cash divested from deconsolidation
(771 )
Proceeds from convertible loan with limited partnership
Payments to acquire property, furniture and fixtures (Note 7)
(1,671 )
(3,718 )
(2,006 )
Net Cash Provided by/(Used in) Investing Activities
$
(32,009 )
$
(39,783 )
$
Proceeds from issuance of long-term debt and finance liabilities (Note
8)
Proceeds from issuance of common stock, net of fees (Note 11(h))
Payments for issuance of common stock (Note 11(e))
(79 )
Payments of dividends, preferred stock (Note 11(b))
(5,769 )
(5,769 )
(5,769 )
Payments of dividends, common stock (Note 11(f))
(4,630 )
(29,004 )
(41,427 )
Payments for repurchase of common stock (Note 11(e))
(23,048 )
Payments of financing costs (Notes 8 and 9)
(348 )
(5,238 )
(1,724 )
Repayments of long-term debt and finance liabilities (Notes 8 and 9)
(58,207 )
(123,007 )
(79,842 )
Net Cash Used in Financing Activities
$
(36,909 )
$
(21,673 )
$
(71,145 )
Cash, Cash Equivalents and Restricted Cash, Year
Increase/(Decrease)
(21,411 )
Cash, Cash Equivalents and Restricted Cash, Beginning Balance
Cash, Cash Equivalents and Restricted Cash, Ending Balance
$
$
$
F-14
RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH
Cash and cash equivalents
$
$
Restricted cash, current
Restricted cash, non-current
Cash, Cash Equivalents and Restricted Cash, Total
$
$
$
SUPPLEMENTAL CASH FLOW INFORMATION
Non-cash acquisition of assets
$
$
Stock issued in noncash financing activities
Non-cash investments acquired
Noncash dividend
Interest paid, net of amounts capitalized
$
$
The accompanying notes are an integral part of these consolidated financial statements.
DIANA SHIPPING INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
(Expressed in thousands of U.S. Dollars – except share, per share data, unless otherwise stated)
F-15
1. Basis of Presentation and General Information
The accompanying consolidated financial statements include the accounts of Diana Shipping Inc., or DSI,
and its wholly owned subsidiaries (collectively, the “Company”). DSI was formed on
, as
Diana Shipping Investment Corp., under the laws of the Republic of Liberia. In February 2005, the
Company’s articles of incorporation were amended. Under the amended articles of incorporation, the
Company was renamed Diana Shipping Inc. and was re-domiciled from the Republic of Liberia to the
Republic of the Marshall Islands.
The Company is engaged in the ocean transportation of dry bulk cargoes worldwide through the ownership
and bareboat charter in of dry bulk carrier vessels. The Company operates its own fleet through Diana
Shipping Services S.A. (or “DSS”), a wholly owned subsidiary and through Diana Wilhelmsen Management
Limited, or DWM, a
% owned joint venture (Note 4(a)). The fees paid to DSS are eliminated upon
consolidation.
2. Significant Accounting Policies and Recent Accounting Pronouncements
a)
Principles of Consolidation
: The accompanying consolidated financial statements have been
prepared in accordance with U.S. generally accepted accounting principles and include the accounts
of Diana Shipping Inc. and its wholly owned subsidiaries. All intercompany balances and transactions
have been eliminated upon consolidation. Under Accounting Standards Codification (“ASC”) 810
“Consolidation”, the Company consolidates entities in which it has a controlling financial interest, by
first considering if an entity meets the definition of a variable interest entity ("VIE") for which the
Company is deemed to be the primary beneficiary under the VIE model, or if the Company controls
an entity through a majority of voting interest based on the voting interest model. The Company
evaluates financial instruments, service contracts, and other arrangements to determine if any
variable interests relating to an entity exist. For entities in which the Company has a variable interest,
the Company determines if the entity is a VIE by considering whether the entity’s equity investment
at risk is sufficient to finance its activities without additional subordinated financial support and
whether the entity’s at-risk equity holders have the characteristics of controlling financial interest. In
performing analysis of whether the Company is the primary beneficiary of a VIE, the Company
considers whether it individually has the power to direct the activities of the VIE that most significantly
affect the entity’s performance and also has the obligation to absorb losses or the right to receive
benefits of the VIE that could potentially be significant to the VIE. If the Company holds a variable
interest in an entity that previously was not a VIE, it reconsiders whether the entity has become a
VIE.
b)
Use of Estimates:
The preparation of consolidated financial statements in conformity with U.S.
generally accepted accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and
liabilities at the date of the financial statements, and the reported amounts of revenues and expenses
during the reporting period. Actual results may differ from those estimates.
c)
Other Comprehensive Income:
The Company records certain transactions directly within
stockholders’ equity when required by U.S. GAAP and presents them separately from results of
operations. Other comprehensive income/(loss) is reported in a separate statement of
comprehensive income and includes items that are not recognized in net income. The Company’s
components of other comprehensive income/(loss) include translation adjustments arising from
equity method investments whose functional currency is not the US Dollar, and actuarial gains and
losses and other adjustments related to the Company’s defined benefit plan.
DIANA SHIPPING INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
(Expressed in thousands of U.S. Dollars – except share, per share data, unless otherwise stated)
F-16
d)
Foreign Currency Translation:
The functional currency of the Company is the U.S. dollar because
the Company’s vessels operate in international shipping markets, and therefore primarily transact
business in U.S. dollars. The Company’s accounting records are maintained in U.S. dollars.
Transactions involving other currencies during the year are converted into U.S. dollars using the
exchange rates in effect at the time of the transactions. At the balance sheet dates, monetary assets
and liabilities which are denominated in other currencies are translated into U.S. dollars at the year-
end exchange rates. Resulting gains or losses are included in other operating income/ (loss) in the
accompanying consolidated statements of income.
e)
Cash, Cash Equivalents, Time Deposits and Restricted Cash:
The Company considers highly
liquid investments, such as time deposits, certificates of deposit and similar instruments with original
maturities of three months or less, to be cash equivalents. Time deposits with original maturities
greater than three months are presented separately as time deposits. As of December 31, 2025 and
2024, time deposits with original maturities greater than three months amounted to $
,
respectively. During 2025 and 2024, the Company placed new time deposits with maturities greater
than three months of $
, respectively, and deposits of $
,
respectively, matured. Restricted cash primarily consists of cash balances that the Company is
required to maintain under its loan facilities (Note 8) as compensating cash balances. These
restricted amounts are not available for general use but are not pledged as collateral. In addition, as
of December 31, 2025, restricted cash, current amounting to $
, consists of loan proceeds
drawn during the year maintained in a pledged account in order to reduce the loan’s margin (Note 8).
f)
Accounts Receivable, Trade:
Accounts receivable, trade, consist of receivables from charterers for
hire earned under operating lease agreements, net of provisions for doubtful accounts, if any. At each
balance sheet date, the Company evaluates all outstanding receivables individually to assess
whether collection is probable. If collection of a receivable is not probable, the Company records a
provision for doubtful accounts to reduce the carrying amount of the receivable to the amount
expected to be collected. Receivables that are determined to be uncollectible are written off against
the provision for doubtful accounts (if one exists) or directly to expense when identified. As of
December 31, 2025 and 2024 there was
recognize interest income on trade receivables as all balances are settled within a year.
g)
Inventories:
Inventories consist of lubricants, victualing stores, and, when applicable, bunkers on
board vessels that are not under employment at the balance sheet date. Inventories are measured
at the lower of cost or net realizable value, in accordance with ASC 330. Net realizable value
represents the estimated selling price in the ordinary course of business, less reasonably predictable
costs of disposal and transportation. When evidence indicates that net realizable value is lower than
cost, the difference is recognized as a loss in earnings in the period identified. Inventory write-downs
are not reversed in subsequent periods. Cost is determined using the first-in, first-out method (FIFO).
Amounts removed from inventory are also determined by the first-in, first-out method.
h)
Vessel Cost
: Vessels are stated at cost which consists of the contract price and any capitalizable
expenditures incurred upon acquisition or during construction, less accumulated depreciation and
impairment, if any. Expenditures for conversions and major improvements are also capitalized when
they appreciably extend the life, increase the earning capacity or improve the efficiency or safety of
the vessels; otherwise, these amounts are charged to expense as incurred. Interest incurred during
the assets' construction period, that theoretically could have been avoided if expenditure for the
assets had not been made, is also capitalized. The capitalization rate, applied on accumulated
DIANA SHIPPING INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
(Expressed in thousands of U.S. Dollars – except share, per share data, unless otherwise stated)
F-17
expenditures for the vessel, is based on interest rates applicable to outstanding borrowings of the
period.
i)
Vessels held for sale:
carrying amount or fair value less cost to sell when the respective held for sale criteria are met. The
asset is not depreciated while it is classified as held for sale. The fair value less cost to sell of an
asset held for sale is assessed at each reporting period it remains classified as held for sale. If the
plan to sell the asset changes, the asset is reclassified as held and used, measured at the lower of
its carrying amount before it was classified as held for sale, adjusted for any depreciation expense
that would have been recognized had the asset been continuously classified as held and used and
its fair value at the date of the subsequent decision not to sell. As of December 31, 2025 and 2024,
none of the Company’s vessels met the criteria to be classified as held for sale.
j)
Sale and leaseback:
with ASC 842-40. As seller-lessee, the Company first evaluates whether the transfer of the vessel
qualifies as a sale under ASC 606. For a sale to have occurred, the control of the vessel would need
to be transferred to the buyer and the buyer would need to obtain substantially all the benefits from
the use of the asset. Sale and leaseback transactions, which include an obligation for the Company,
as seller-lessee, to repurchase the vessel, or other situations where the leaseback would be
classified as a finance lease are determined to be failed sales under ASC 842-40. In such cases, the
Company does not derecognize the vessel from its balance sheet. The proceeds received from the
buyer-lessor are recognized as a financial liability, which is subsequently measured in accordance
with the applicable guidance for such liabilities. No gain or loss is recognized at the time of the
transaction, and the vessel continues to be depreciated over its remaining useful life.
k)
Property and equipment:
The Company also owns other plots acquired for office use (Note 7). Land is stated at cost, and it is
not subject to depreciation. The building has an estimated useful life of
value. Furniture, office equipment and vehicles have a useful life of
, except for a car owned
by the Company, which has a useful life of
. Computer software and hardware have a useful
life of
. Depreciation is calculated on a straight-line basis.
l)
Impairment of Long-Lived Assets:
Long-lived assets are reviewed for impairment whenever events
or changes in circumstances (such as market conditions, obsolescence or damage to the asset,
potential sales and other business plans) indicate that the carrying amount of an asset may not be
recoverable. For impairment testing purposes, each vessel together with its associated deferred
costs is considered a single asset group. When impairment indicators are identified, the Company
compares the carrying amount of the asset group with the estimated undiscounted projected net
operating cash flows expected to result from the use of the asset group over its remaining useful life
and its eventual disposition. If the carrying amount exceeds the undiscounted cash flows, the carrying
amount of the asset group is considered not recoverable and is written down to its fair value,
determined primarily through third-party valuations.
For vessels, the Company estimates undiscounted net operating cash flows by considering the
historical and projected vessel performance and utilization. A significant assumption in this analysis
is the estimate of future time charter rates for the unfixed days, using the most recent
-year average
of historical 1 year time charter rates, net of commissions, available for each vessel class. These
estimated time charter rates reflect the Company’s chartering strategy, vessel operating history per
vessel class and at least one full shipping cycle, where applicable. When a full
-year history is not
available, the average 1 year time charter rate of the available period is used. Additional assumptions
DIANA SHIPPING INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
(Expressed in thousands of U.S. Dollars – except share, per share data, unless otherwise stated)
F-18
include contracted charter rates for fixed days based on existing time charter contracts, anticipated
vessel operating expenses, scheduled vessel maintenance costs, fleet utilization levels, and
estimated residual values based on scrap rates. Assumptions are in line with the Company’s
historical performance and its expectations for future fleet utilization under its current fleet
deployment strategy. The undiscounted projected net operating cash flows are compared with the
carrying amount of the vessel, including its unamortized deferred costs. If the carrying amount
exceeds the undiscounted cash flows, the vessel is written down to its fair value, and the difference
is recognized as an impairment loss.
During 2025, 2024 and 2023,
vessels.
For the Company’s building, recoverability is assessed by comparing the carrying amount to
undiscounted projected cash flows, which are estimated based on the market rent the Company
would expect to pay to lease comparable premises over the building’s remaining useful life.
impairment loss was identified or recorded for 2025, 2024 and 2023 and the Company has not
identified any facts or circumstances that would require the write down of the value of its land or
building.
m)
Vessel Depreciation:
Depreciation is calculated using the straight-line method over the estimated
useful life of the vessels, after considering the estimated salvage (scrap) value. The salvage value of
a vessel is estimated as the product of its lightweight tonnage and the applicable scrap value.
Management estimates the useful life of the Company’s vessels to be
delivery from the shipyard. Second-hand vessels are depreciated from the date of their acquisition
through their remaining estimated useful life. When newly adopted regulations restrict the vessel’s
ability to trade on a worldwide basis, the vessel’s remaining useful life is revised as of the date such
regulations are adopted.
resulted in higher salvage values, lower depreciation expense and higher operating income. For the
period from July 1, 2023 to December 31, 2023, net income and basic and diluted earnings per share
increased by $
, respectively.
n)
Deferred Costs
: The Company follows the deferral method of accounting for dry-docking and special
survey costs. Under this method, actual costs incurred are capitalized and amortized on a straight-
line basis over the period through the date the next scheduled survey is expected to become due.
Unamortized deferred dry-docking or special survey costs related to vessels that are sold or impaired
are written off and included in the determination of the gain or loss on the vessel’s sale (Note 6) or
impairment.
o)
Financing Costs
: Fees and costs incurred in connection with obtaining new loans, refinancing
existing loans, issuing bonds, or amending existing debt agreements are deferred and presented as
a contra-liability to the related debt in accordance with ASC 835-30. These amounts are amortized
to interest and finance costs over the life of the related financing arrangement using the effective
interest method. Fees paid for undrawn loan facilities are deferred and are amortized on a
straight-line basis over the commitment period, which approximates the effective interest method. If
a debt transaction is accounted for as a debt extinguishment under ASC 470-50, any unamortized
deferred financing costs related to the repaid or extinguished debt are written off in the period of
extinguishment and included in gain/loss on debt extinguishment. If a refinancing is accounted for as
a modification, unamortized fees continue to be amortized over the revised term of the debt. Loan
DIANA SHIPPING INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
(Expressed in thousands of U.S. Dollars – except share, per share data, unless otherwise stated)
F-19
commitment fees are expensed as incurred unless they relate to financing obtained for vessels under
construction, in which case they are capitalized as part of the vessels’ construction cost in
accordance with ASC 835-20.
p)
Accounting for Revenues and Expenses:
The Company enters into short- to medium-term time
charter agreements, under which the charterer pays a fixed daily rate. Charter hire is usually paid 15
days in advance. Revenues from time charter agreements constitute operating leases under ASC
842. A time charter contract contains a lease because (i) each vessel is an identifiable asset, (ii) the
owner of the vessel does not have substantive substitution rights, and (iii) the charterer has the right
to control the use of the vessel during the charter period and obtains substantially all of the economic
benefits from such use. Each time charter agreement, including consecutive agreements with the
same charterer, is accounted for as a separate lease. The lease term includes the non-cancellable
period of the charter plus any charterer extension options that the Company concludes are
reasonably certain to be exercised. Under a time charter, the charterer pays a daily hire rate for the
use of the vessel and reimburses the owner of the vessel for hold cleanings, extra insurance
premiums for trading in restricted areas, and charterer-caused damages. Time charter revenue is
recognized as operating lease income on a straight-line basis over the lease term, as the services
are provided. The Company elected the lessor practical expedient under ASC 842-10-15-42A not to
separate the lease and non-lease components (such as operation and maintenance of the vessel),
because the timing and pattern of transfer are the same, and the lease component is predominant.
Charterers typically pay port charges, canal expenses and bunkers directly to third parties. When
such costs are for the Company’s account, they are recorded in voyage expenses. Voyage expenses
also include commissions on time charter revenues and gains or losses arising from bunkers on
redelivery and delivery of vessels between consecutive time charters. The Company may earn ballast
bonus when a charterer reimburses the Company for repositioning a vessel. The Company evaluates
each contract to determine whether the bonus is part of the lease consideration (recognized on a
straight-line basis over the lease term) or represents a separate service component accounted for
under ASC 606, recognized when the repositioning service is performed. The Company, as lessor,
bears the costs of operating and maintaining the vessel, including crew, insurance, spares and
repairs, which are recorded as vessel operating expenses. Deferred revenue represents amounts
collected in advance of providing services under time charter agreements and is recognized in
revenue as the related services are performed.
q)
Repairs and Maintenance:
expenses are expensed in the year incurred. Such costs are included in vessel operating expenses
in the accompanying consolidated statements of income.
r)
Earnings / (loss) per Common Share:
dividing net income / (loss) available to common stockholders by the weighted average number of
common shares outstanding during the year. Shares that are contingently issuable for little or no
cash consideration are included in basic earnings / (loss) per share as of the date that all necessary
conditions have been satisfied. Diluted earnings per common share reflects the potential dilution that
could occur if securities or other contracts to issue common stock were exercised.
s)
Segmental Reporting:
The Company operates under one reportable segment, the operation of dry
bulk vessels. The Company’s management, including its Chief Executive Officer, who is the chief
operating decision maker (“CODM”), reviews operating results solely by the consolidated revenue
and consolidated operating results of the fleet. The CODM does not use discrete financial information
to evaluate the operating results for each type of charter or vessel but is instead regularly provided
with only the consolidated expenses as noted on the face of the consolidated statements of income.
DIANA SHIPPING INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
(Expressed in thousands of U.S. Dollars – except share, per share data, unless otherwise stated)
F-20
The measure of segment assets is reported on the balance sheet as total consolidated assets. The
CODM assesses performance for the vessel operations segment and decides how to allocate
resources based on consolidated net income. Net income is used to monitor budget versus actual
results of the Company. The Company’s consolidated financial results are used in assessing the
performance of the segment and in deciding whether to reinvest profits in the Company. Additionally,
the vessels do not operate in specific geographic areas, as they trade worldwide; they do not trade
in specific trade routes, as their trading (route and cargo) is dictated by the charterers; and the
Company does not evaluate the operating results for each type of dry bulk vessels (i.e. Panamax,
Capesize etc.) for the purpose of making decisions about allocating resources and assessing
performance.
t)
Fair Value Measurements
: The Company classifies and discloses its assets and liabilities carried
at fair value in one of the following categories: Level 1: Quoted market prices in active markets for
identical assets or liabilities; Level 2: Observable market-based inputs or unobservable inputs that
are corroborated by market data; Level 3: Unobservable inputs that are not corroborated by market
data.
u)
Share Based Payments:
equity awards under ASC 718. Restricted share awards are measured at their grant-date fair value
and are not subsequently re-measured. The related compensation cost is recognized on a
straight-line basis over the requisite service period (generally the vesting period), which represents
the period during which the employees must provide service in order to earn the awards. No
compensation cost is recognized for awards for which employees do not render the requisite service,
unless otherwise determined by the Board of Directors. Forfeitures of awards are accounted for when
and if they occur. If an equity award is modified after the grant date, incremental compensation cost
will be recognized in an amount equal to the excess of the fair value of the modified award over the
fair value of the original award immediately before the modification. Compensation expense related
to share-based payments is recorded in general and administrative expenses in the consolidated
statements of income.
v)
Equity method investments:
but does not control, are accounted for under the equity method of accounting in accordance with
ASC 323. Significant influence is generally presumed to exist when the Company owns 20% or more
of the voting interests, unless such influence can be clearly demonstrated not to exist. Equity method
investments are initially recorded at cost (or at fair value if such measurement results from a
deconsolidation event) and are subsequently adjusted to reflect the Company’s share of the
investee’s earnings or losses after the date of acquisition. The Company records its share of investee
earnings or losses in income/(loss) from equity method investments in the consolidated statements
of income. Dividends received, if any, reduce the carrying amount of the investment and are recorded
as receivables when declared. When the Company’s share of losses reduces the carrying amount of
an equity method investment to zero, the Company ceases recognizing additional losses, unless it
has committed to provide further financial support to the investee. The Company evaluates equity
method investments for impairment whenever events or changes in circumstances indicate that the
carrying amount may not be recoverable. Evidence of a loss in value might include absence of an
ability to recover the carrying amount of the investment or inability of the investee to sustain an
earnings capacity that would justify the carrying amount of the investment. If the fair value of an
investment declines below its carrying value and the decline is determined to be other than
temporary, the investment is written down to its fair value and the impairment loss is recognized in
earnings. For equity method investments for which the Company has elected the fair value option
under ASC 825, the investment is measured at fair value, and subsequent changes in fair value are
DIANA SHIPPING INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
(Expressed in thousands of U.S. Dollars – except share, per share data, unless otherwise stated)
F-21
recognized in gain/(loss) on related party investments in the consolidated statements of income. For
investees whose functional currency is not the U.S. dollar, the Company records foreign currency
translation adjustments arising from its share of the investee’s equity in other comprehensive
income/(loss) as part of the cumulative translation adjustment.
w)
Shares repurchased and retired:
The Company’s common shares repurchased are immediately
cancelled and the Company reduces its share capital by the par value of the shares retired. The
excess of the repurchase cost of the shares over par value is recorded as a reduction of additional
paid-in capital, in accordance with ASC 505-30-30, Treasury Stock.
x)
Financial Instruments, credit losses
: The Company evaluates its financial assets individually for
credit losses and presents such assets in the net amount expected to be collected on such financial
asset. When financial assets present similar risk characteristics, these are evaluated on a collective
basis. When developing an estimate of expected credit losses, the Company considers available
information relevant to assessing the collectability of cash flows such as internal information, past
events, current conditions and reasonable and supportable forecasts.
and recorded in 2025, 2024 and 2023.
y)
Financial Instruments, Investments in Equity Securities
: Equity investments with readily
determinable fair values are initially recognized at transaction price and subsequently measured at
fair value with changes in fair value recognized in net income, in accordance with ASC 321. For
equity securities without a readily determinable fair value, the Company has elected the
measurement alternative in ASC 321-10-35-2, under which such investments are carried at cost, less
impairment, and adjusted for observable price changes in orderly transactions for the identical or a
similar investment of the same issuer. When observable price changes occur, the carrying amount
is adjusted to fair value as of the date of the transaction, with the corresponding gain or loss
recognized in earnings. At each reporting date, the Company reassesses whether an investment
continues to qualify for the measurement alternative. The Company may irrevocably elect to
subsequently measure an equity security at fair value, with changes recognized in earnings, at which
point the investment is no longer eligible for the measurement alternative. The Company evaluates
equity securities measured under the measurement alternative for impairment whenever events or
circumstances indicate that the investment’s fair value may be less than its carrying amount.
Indicators of impairment include, but are not limited to, significant deterioration in the investee’s
financial condition, adverse changes in its industry or market environment, or a decline in its ability
to continue as a going concern. If an impairment is identified, the Company estimates the
investment’s fair value, and any difference between the carrying amount and fair value is recognized
as an impairment loss in earnings.
z)
Contracts in entity’s equity:
The Company evaluates contracts that may be settled in the
Company’s common shares, including warrants and pre-funded warrants, under the guidance of
ASC 480 and ASC 815-40 to determine whether such instruments should be classified as equity or
as liabilities. The Company first assesses whether the contract is within the scope of ASC 480,
including instruments that are mandatorily redeemable, require the issuer to repurchase its own
shares for cash, or embody an unconditional obligation to deliver cash. Instruments within the scope
of ASC 480 are classified as liabilities. If ASC 480 does not require liability classification, the
Company evaluates the instrument under ASC 815-40. The Company considers whether the contract
(i) is indexed to the Company’s own stock and (ii) meets the equity classification criteria in ASC
815-40-25. These criteria require, among other things, that the Company has sufficient authorized
and unissued shares available for settlement; settlement in unregistered shares is permitted; the
contract contains a fixed or explicitly limited number of shares for settlement; there are no
DIANA SHIPPING INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
(Expressed in thousands of U.S. Dollars – except share, per share data, unless otherwise stated)
F-22
requirements for net cash settlement under any circumstances outside the Company’s control,
including failure to make SEC filings; and there are no cash-settled top-off, penalty, or make-whole
provisions. Instruments that meet both the indexation and equity classification conditions are
classified in equity. Instruments that do not meet these criteria are classified as liabilities and are
remeasured at fair value through earnings at each reporting date. In assessing warrants and
pre-funded warrants, the Company also analyzes whether the instruments meet the definition of a
derivative under ASC 815 and whether any embedded features would require bifurcation. If derivative
accounting is not required and the criteria for equity classification are met, the warrant is accounted
for as an equity-classified instrument, and no bifurcation of embedded features is performed. For
warrants classified as liabilities, subsequent changes in fair value are recognized in earnings.
aa)
Guarantees:
own performance, are recognized at fair value at the time the guarantee is issued, or upon the
deconsolidation of a subsidiary. The initial fair value represents the obligation undertaken to perform
under the guarantee. After initial recognition, the guarantee liability is subsequently amortized over
the term of the guarantee or until it is extinguished. If, at any time, it becomes probable that the
Company will be required to perform under a guarantee and the amount of the loss is reasonably
estimable, the Company will record an additional liability, recognized separately from the guarantee
liability. Certain guarantees are excluded from the initial fair value recognition requirement, including
a parent’s guarantee of a subsidiary’s debt to a third party when both entities are under common
control. For such guarantees, no liability is recorded and the Company provides disclosures regarding
the nature and terms of the guarantee.
bb)
Derivative instruments:
Derivative instruments are recognized on the consolidated balance sheets
as either assets or liabilities measured at fair value. Changes in the fair value of a derivative are
recognized either in other comprehensive income (“OCI”), to the extent the derivative is designated
and qualifies as a hedging instrument, or in earnings if hedge accounting is not applied. The Company
has not designated any derivative instruments as hedging instruments under ASC 815. Derivative
assets and liabilities are not offset unless the requirements for offsetting under ASC 210-20 are met.
New Accounting Pronouncements
In November 2024, the FASB issued ASU 2024-03, “Income Statement - Reporting Comprehensive
Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement
Expenses”. The standard is intended to require more detailed disclosure about specified categories of
expenses (including employee compensation, depreciation, and amortization) included in certain expense
captions presented on the face of the income statement. This ASU is effective for fiscal years beginning
after December 15, 2026, and for interim periods within fiscal years beginning after December 15,
2027. Early adoption is permitted. The amendments may be applied either prospectively to financial
statements issued for reporting periods after the effective date of this ASU or retrospectively to all prior
periods presented in the financial statements. The Company is currently assessing the impact this standard
will have on its consolidated financial statements.
In July 2025, the FASB issued ASU No. 2025-05, “Financial Instruments—Credit Losses (Topic 326):
Measurement of Credit Losses for Accounts Receivable and Contract Assets”. The ASU 2025-05 provides
a practical expedient that all entities may elect to use when estimating expected credit losses for current
accounts receivable and current contract assets arising from transactions accounted for under ASC 606,
Revenue from Contracts with Customers, by allowing them to assume that current conditions as of the
balance sheet date will not change for the remaining life of the asset. ASU 2025-05 is effective for annual
reporting periods beginning after December 15, 2025, and interim reporting periods within those periods,
DIANA SHIPPING INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
(Expressed in thousands of U.S. Dollars – except share, per share data, unless otherwise stated)
F-23
with early adoption permitted. The Company is currently evaluating the impact that the adoption of ASU
2025-05 will have on its consolidated financial statements and related disclosures.
In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope
Improvements, which clarifies the navigability and applicability of interim reporting guidance under US
GAAP and adds a new disclosure principle for interim periods. The amendments are not intended to change
the fundamental nature of interim reporting or expand or reduce substantive interim disclosure
requirements. The ASU is effective for interim reporting periods within annual reporting periods beginning
after December 15, 2027 for public business entities and after December 15, 2028 for entities other than
public business entities, with early adoption permitted. The Company is currently evaluating the impact that
adopting this update may have on its consolidated financial statement disclosures.
In December 2025 the FASB issued ASU No. 2025-12 to clarify, correct errors in or make other
improvements to a broad range of topics in the Accounting Standards Codification (“ASC”), including ASC
260, Earnings Per Share; ASC 325, Investments — Other; and ASC 958, Not-for-Profit Entities. The
guidance is effective for all entities for annual reporting periods beginning after 15 December 2026, and
interim periods within those annual periods. Early adoption is permitted. Entities are required to apply the
amendments to ASC 260 retrospectively to each prior reporting period presented in the period of adoption.
Entities can apply all other amendments in the period of adoption either (1) prospectively to all new
transactions recognized on or after the date that the entity first applies the amendments or (2)
retrospectively to the beginning of the earliest comparative period presented, with an adjustment to the
opening balance of retained earnings (or other appropriate components of equity or net assets in the
statement of financial position) as of the beginning of the earliest comparative period presented. An entity
may elect the transition method on an issue-by-issue basis (except for the ASC 260 amendments). The
Company is currently assessing the impact this standard will have on its consolidated financial statements.
3. Transactions with related parties
a) Altair Travel Agency S.A. (“Altair”):
Altair, which is controlled by the Company’s CEO Mrs. Semiramis Paliou. Travel expenses for 2025, 2024
and 2023 amounted to $
, $
, respectively, and are mainly included in vessel
operating expenses in the accompanying consolidated financial statements. As of December 31, 2025 and
2024, an amount of $
, respectively, was payable to Altair and is included in “Due to related
parties” in the accompanying consolidated balance sheets.
b) Steamship Shipbroking Enterprises Inc. or Steamship:
the Company’s CEO Mrs. Semiramis Paliou and provides brokerage services to DSI for a fixed monthly
fee plus commission on the sale of vessels, pursuant to a Brokerage Services Agreement. For 2025, 2024
and 2023, brokerage fees amounted to $
, $
, respectively, and are included mainly
in general and administrative expenses in the accompanying consolidated statements of income. For 2025,
2024 and 2023, commissions related to Steamship amounted to $
, $
, respectively and
are mainly included in gain on the sale of vessels in the accompanying consolidated statements of income.
As of December 31, 2025 and 2024, there was
c) Bond issuance:
purchased an aggregate of $
(Note 8).
DIANA SHIPPING INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
(Expressed in thousands of U.S. Dollars – except share, per share data, unless otherwise stated)
F-24
4. Equity Method Investments
a) Diana Wilhelmsen Management Limited, or DWM:
Management Inc., a wholly owned subsidiary of DSI, and Wilhelmsen Ship Management Holding AS, an
unaffiliated third party, each holding
% of DWM. As of December 31, 2025 and 2024, the investment in
DWM amounted to $
consolidated balance sheets. In 2025, 2024 and 2023, the investment in DWM resulted in a loss of $
,
a gain of $
, respectively, included in loss from equity method investments in the
accompanying consolidated statements of income.
DWM performs the technical and commercial management of
fixed monthly fee separately presented as management fees to a related party and a percentage of their
gross revenues included in voyage expenses. Management fees to DWM in 2025, 2024 and 2023
amounted to $
, $
, respectively. Voyage expenses (commissions) incurred by DWM
under the management agreements during 2025, 2024 and 2023, amounted to $
, $
,
respectively. As of December 31, 2025 and 2024, there was an amount of $
included in due from related parties in the accompanying consolidated balance sheets.
b) Bergen Ultra LP, or Bergen:
subsidiary of the Company, for the purpose of acquiring, owning, and operating a vessel. On February 14,
2023, Bergen signed a Memorandum of Agreement to acquire from an unrelated third-party an Ultramax
dry bulk vessel which was delivered on April 10, 2023. On March 30, 2023, Bergen entered into a loan
agreement with Nordea for a $
Company provided a corporate guarantee to secure Bergen’s obligations under the loan (Note 10). On
April 28, 2023, the Company entered into (i) an investment agreement with an unrelated third party to
acquire
% of the limited partnership interests; (ii) an amended limited partnership agreement under which
the Company acts as the General Partner of the partnership through its wholly owned subsidiary Diana
General Partner Inc.; (iii) an administrative service agreement under which DSS provides administrative
services to Bergen; (iv) a commission agreement under which the Company is paid a commission on the
outstanding balance of the loan, as compensation for the guarantee it provided to Nordea and (v) a
convertible loan with Bergen under which Bergen would have to repay all expenditures made by the
Company for the acquisition of the vessel. Pursuant to the terms of the convertible loan, on April 28, 2023,
the Company received from Bergen $
partnership interests in Bergen, representing
% of the total partnership interests.
Following the admission of the new investor, the Company evaluated its interests in Bergen under ASC
810 and concluded that Bergen is a VIE and that the Company does not individually have the power to
direct the activities of the VIE that most significantly affect the partnership’s performance. From April 28,
2023 the Company no longer retained control over Bergen’s board of directors. Consequently, the
Company deconsolidated Bergen in accordance with ASC 610 and the retained noncontrolling interest was
accounted for under the equity method due to the Company’s significant influence over Bergen.
On the date of deconsolidation, the fair value of the Company’s interest amounted to $
, determined
through Level 2 inputs of the fair value hierarchy, by taking into consideration the fair value of the distinct
assets and liabilities of Bergen on the date of the deconsolidation. This resulted in a gain on deconsolidation
amounting to $
, separately presented in the accompanying consolidated statement of income, being
the difference between the fair value of the retained noncontrolling interest plus the carrying value of the
liabilities assumed by Bergen and the carrying value of the assets derecognized.
DIANA SHIPPING INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
(Expressed in thousands of U.S. Dollars – except share, per share data, unless otherwise stated)
F-25
As of December 31, 2025 and 2024, the Company’s equity investment in Bergen amounted to $
$
, respectively, and is included in equity method investment, current and equity method investments,
non-current, respectively, in the accompanying consolidated balance sheets. In 2025, 2024 and 2023, the
investment in Bergen resulted in a loss of $
, a gain of $
, respectively and is
included in loss from equity method investments in the accompanying consolidated statements of income.
Also, in 2025, 2024 and 2023, income from management fees from Bergen amounted to $
, $
,
respectively, included in time charter revenues and income from the commission paid on the loan
guarantee amounted to $
, $
, included in interest and other income in the accompanying
consolidated statements of income. As of December 31, 2025 and 2024, there was an amount of $
$
, respectively, due from Bergen included in due from related parties, current and non-current.
On November 19, 2025, Bergen entered into an agreement with an unrelated third party to sell the vessel
for the sale price of $
. As a result, the Company reclassified its equity method investment from non-
current to current assets, in the accompanying consolidated balance sheet. (Note 16).
c) Windward Offshore GmbH, or Windward:
owned subsidiary Diana Energize Inc., or Diana Energize, entered into a joint venture agreement, with
unrelated companies to form Windward Offshore GmbH & Co. KG or Windward, based in Germany, for the
purpose of establishing and operating an offshore wind vessel company with the aim of becoming a leading
provider of service vessels to the growing offshore wind industry and acquire certain vessels. Diana
Energize committed to contribute
% of the limited partnership’s capital.
On May 5, 2025, a new partner was admitted to Windward and the Company received Euro
return of capital, which reduced the Company’s ownership percentage to
%. As of December 31, 2025
and 2024, the Company’s investment in Windward amounted to $
, respectively, mainly
consisting of advances to fund the construction of
2025, the first vessel was delivered to its owners. In 2025, 2024 and 2023, the investment in Windward
resulted in a loss of $
, $
, respectively, and is included in loss from equity method
investments in the accompanying consolidated statements of income.
d) Diana Mariners Inc., or Diana Mariners:
owned subsidiary Cebu Shipping Company Inc., or Cebu, acquired
% of Cohen Global Maritime Inc., or
Cohen, a company organized in the Republic of the Philippines for the purpose of providing manning
agency services. In August 2024, Cohen was renamed Diana Mariners and acts as the manning agent of
the Company’s vessels. As of December 31, 2025 and 2024, the Company’s investment in Diana Mariners
amounted to $
, respectively and there was an amount of $
, included in due
from related parties, respectively. In 2025, 2024 and 2023, the investment in Diana Mariners resulted in a
loss of $
, $
, respectively and is included in loss from equity method investments in the
consolidated statements of income. For 2025, 2024 and 2023, manning fees to Diana Mariners amounted
to $
,
nil
nil
, respectively, and are included in operating expenses in the consolidated statements of
income. As of December 31, 2025, all of the Company’s ship-owning subsidiaries have entered into
manning agreements with Diana Mariners.
e)
Ecogas Holding AS, or Ecogas:
On March 12, 2025, the Company, through a wholly owned
subsidiary Diana Gas Inc., entered into a joint venture agreement with an unrelated party to establish
Ecogas, a company formed under the laws of Norway, for the purpose of building
vessels with delivery in 2027 and with an option for
agreement, the Company and its strategic partner hold equal voting rights (
% each), and as a result the
Company does not have control over Ecogas. Furthermore, the Company agreed to contribute $
,
representing an
% equity interest, for the construction of the
investment in Ecogas amounted to $
, representing part of its equity participation to fund the
DIANA SHIPPING INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
(Expressed in thousands of U.S. Dollars – except share, per share data, unless otherwise stated)
F-26
construction of the vessels and working capital. In 2025, the investment in Ecogas resulted in a loss of
$
5. Investments in a related party and other
a) OceanPal Inc., or OceanPal:
Series B Preferred Shares of OceanPal. Series B Preferred Shares entitled the holder to
all matters submitted to a vote of stockholders, however, the voting rights were capped at
% of total
votes, and the total votes entitled to be cast by the holder, including common stock or any other voting
security, should not exceed
% of the total number of votes. Series B Preferred Shares had no dividend
or distribution rights. On October 28, 2025, the Company sold its
cash consideration of $
. The sale resulted in a realized gain, representing the excess of the sale
proceeds over the carrying amount of the shares. This gain is included within gain/(loss) on related party
investments in the accompanying consolidated statements of income. The realized gain partially offset
realized losses recognized during 2025 from the dilution of the Company’s common stock holdings in
OceanPal, described below.
As of December 31, 2025 and 2024, the Company held
C Preferred Shares do not have voting rights except with respect to amendments to the Articles of
Incorporation that adversely affect the preferences, powers, or rights of the Series C Preferred Shares or
relate to the issuance of Parity Stock or the creation or issuance of Senior Stock. Series C Preferred Shares
have a liquidation preference equal to the stated value of $
at the Company’s option commencing upon the first anniversary of the issue date, at a conversion price
equal to the lesser of $
-trading-day trailing VWAP of OceanPal’s common shares, subject
to adjustment. Dividends are cumulative and accrue at the rate of
% per annum and are payable in cash
or, at OceanPal’s option, in kind. As of December 31, 2025 and 2024, the Company’s investment in the
Series C preferred shares, amounted to $
, respectively, included in investments in a related
party, current and investments in a related party, non-current, respectively, in the accompanying
consolidated balance sheets.
On October 17, 2023, the Company converted
common shares, having a fair value of $
the closing price of OceanPal’s common shares on the conversion date. Upon conversion, the Company
recognized a gain of $
, representing the excess of the fair value of the common shares received over
the carrying amount of the Series C Preferred Shares derecognized. This gain is included in gain/(loss) on
related party investments in the accompanying consolidated statements of income. Following the
conversion, the Company became the beneficial owner of
% of OceanPal’s outstanding common stock
and, as the shares are listed on NASDAQ, the Company elected to account for its ownership interest in
OceanPal at fair value.
As of December 31, 2024, the Company held
OceanPal completed a series of common stock issuances and effected a reverse stock split, resulting in a
significant dilution of the Company’s ownership interest to
2025, resulting in a loss of $
consolidated statement of income. As a result of this dilution, the Company concluded that it no longer
exercises significant influence over OceanPal, and therefore the investment no longer qualifies for the
equity method under ASC 323. The discontinuation of the equity method did not affect the measurement
of the investment, as the Company had previously elected the fair value option for its holdings in OceanPal.
Accordingly, the investment continues to be carried at fair value, with changes in fair value recognized in
earnings. As of December 31, 2025 and 2024, the Company’s investment in the common stock of
DIANA SHIPPING INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
(Expressed in thousands of U.S. Dollars – except share, per share data, unless otherwise stated)
F-27
OceanPal amounted to $
, respectively, included in investments in a related party, current
and investments in a related party, non-current, respectively.
In 2025, 2024 and 2023, changes in the fair value of the Company’s investment in OceanPal common
shares and preferred shares resulted in losses of $
, $
, respectively, presented in
gain/(loss) on related party investments, in the consolidated statements of income.
In 2023, the Company distributed
shareholders (Note 11). The Series D Preferred Shares were offered to shareholders as non-cash
consideration for the sale of Melia to OceanPal. The Company accounted for the transaction as a
nonreciprocal transfer with its owners in accordance with ASC 845 and measured the preferred shares at
their fair value on the date of declaration at $
related party investments in the related accompanying consolidated statement of income. The fair value of
the Series D Preferred Shares was determined using the income approach, based on the present value of
the future cash flows expected to be received by the holder of the equity instrument.
In 2025, 2024 and 2023, dividend income from the Series C and Series D OceanPal preferred shares
amounted to $
, $
, respectively, included in interest and other income in the accompanying
consolidated statements of income.
b) Investment in equity securities:
listed in the NYSE which as of December 31, 2023 had a fair value of $
. The equity securities were
initially recorded at cost amounting to $
Level 1 of the fair value hierarchy. The securities were considered marketable securities that were available
to be converted into cash to fund current operations and were classified in current assets in the
accompanying consolidated balance sheet. The Company sold all securities during the first quarter of 2024
and in 2024 and 2023, recorded a realized loss of $
, respectively,
presented in gain/(loss) on equity securities in the accompanying consolidated statements of income.
In 2025, the Company acquired equity securities of Genco Shipping & Trading Limited (Genco) which as
of December 31, 2025, had a fair value of $
. As of December 31, 2025, the Company is the holder
of
% of Genco’s common stock. The equity securities were initially
recorded at cost amounting to $
were readily determinable, determined through Level 1 of the fair value hierarchy. The securities are
considered marketable securities that are available to be converted into cash to fund current operations
and classified in current assets in the accompanying consolidated balance sheet as of December 31, 2025.
Unrealized gain on the investment amounted to $
equity securities in the accompanying consolidated statements of income.
In 2025, dividend income from the Investment in equity securities amounted to $
and other income in the accompanying consolidated statements of income.
On November 24, 2025, we submitted to Genco’s board of directors a proposal to acquire all of the
outstanding shares of Genco we did not already own for a price of $
6. Advances for vessels under construction and Vessels, net
It is in the Company’s normal course of business from time to time to acquire and sell vessels. Accordingly,
in 2025 and 2024, the Company entered into the below transactions.
DIANA SHIPPING INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
(Expressed in thousands of U.S. Dollars – except share, per share data, unless otherwise stated)
F-28
Vessels under construction
On February 8, 2024, the Company signed an agreement with an unaffiliated third party, for the
construction of
Tsuneishi Group (Zhoushan) Shipbuilding Inc., China. The vessels are expected to be delivered to the
Company by the second half of 2027 and the first half of 2028. As of December 31, 2025 and 2024,
advances for vessels under construction amounted to $
, respectively, of which $
and $
, including
capitalized interest of $
, respectively, was capitalized.
Vessel Disposals
In 2024, the Company sold to unrelated third parties the vessels
Artemis
Houston
aggregate gain on sale of $
.
In 2025, the Company sold to unrelated third parties the vessels
Alcmene
Selina
aggregate gain on sale of $
.
The amount reflected in Vessels, net in the accompanying consolidated balance sheets is analyzed as
follows:
Vessel Cost
Accumulated
Depreciation
Net Book
Value
Balance, December 31, 2023
$
$
(214,055 )
$
- Additions for vessel improvements
-
- Vessel disposals
(46,001 )
(29,152 )
- Depreciation for the year
-
(38,586 )
(38,586 )
Balance, December 31, 2024
$
$
(235,792 )
$
- Additions for vessel improvements
-
- Vessel disposals
(23,875 )
(17,674 )
- Depreciation for the year
-
(37,983 )
(37,983 )
Balance, December 31, 2025
$
$
(267,574 )
$
7. Property and Equipment, net
The Company owns the land and building of its principal corporate offices in Athens, Greece and three
plots of land acquired for corporate purposes. Other assets consist of office furniture and equipment,
computer software and hardware and vehicles. The amount reflected in “Property and equipment, net” is
analyzed as follows:
DIANA SHIPPING INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
(Expressed in thousands of U.S. Dollars – except share, per share data, unless otherwise stated)
F-29
Property and
Equipment
Accumulated
Depreciation
Net Book
Value
Balance, December 31, 2023
$
$
(6,660 )
$
- Additions in property and equipment
-
- Depreciation for the year
-
(825 )
(825 )
Balance, December 31, 2024
$
$
(7,485 )
$
- Additions in property and equipment
-
- Depreciation for the year
-
(998 )
(998 )
Balance, December 31, 2025
$
$
(8,483 )
$
8. Long-term debt
The amount of long-term debt shown in the accompanying consolidated balance sheets is analyzed as
follows:
December 31, 2025
December 31, 2024
Senior unsecured bond
Secured long-term debt
Total long-term debt
$
$
Less: Deferred financing costs
(6,380 )
(7,973 )
Long-term debt, net of deferred financing costs
$
$
Less: Current long-term debt, net of deferred financing costs,
current
(50,281 )
(45,230 )
Long-term debt, excluding current maturities
$
$
DIANA SHIPPING INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
(Expressed in thousands of U.S. Dollars – except share, per share data, unless otherwise stated)
F-30
8.375% Senior Unsecured Bond:
On
, the Company issued a $
bond ranked ahead of subordinated capital and ranked the same with all other senior unsecured obligations
of the Company other than obligations which were mandatorily preferred by law. Entities affiliated with
executive officers and directors of the Company purchased an aggregate of $
the bond.
On June 29, 2023, the Company repurchased $
loss on debt extinguishment of $
, representing the difference between the reacquisition price of $
and the net carrying amount of the debt extinguished of $
. In
June 2024, the bond became callable, and on July 2, 2024, the Company prepaid the remaining balance
at
% of par, using proceeds from the new bond described below. The Company accounted for the
transaction partly as a debt modification and partly as debt extinguishment. The portion refinanced by
existing investors amounting to $
accounted for as debt extinguishment. An amount of $
participated in the refinancing and unamortized deferred fees were deferred over the term of the new bond
and an amount of $
other covenants and was trading on the Oslo Stock Exchange under the ticker symbol “DIASH02”.
8.75% Senior Unsecured Bond
:
In 2024, the Company issued a $
rate coupon of
% payable semi-annually in arrears in January and July of each year. Proceeds from
the bond were used to prepay the balance of the then outstanding bond and for general working capital
purposes. The bond is callable in whole or in part in July 2027 at a price equal to
% of nominal
value; in January 2028 at a price equal to
% of nominal value; in July 2028 at a price equal to
% and after January 2029 at a price equal to
% of nominal value. The bond ranks ahead of
subordinated capital and ranks the same with all other senior unsecured obligations of the Company other
than obligations which are mandatorily preferred by law. The bond includes financial and other covenants
and is trading on the Oslo Stock Exchange under the ticker symbol “DIASH03”.
Secured Term Loans:
Under the secured term loans outstanding as of December 31, 2025,
are mortgaged with first preferred or priority ship mortgages, having an aggregate carrying value of
$
. Additional securities required by the banks include first priority assignment of all earnings,
insurances, first assignment of time charter contracts that exceed a certain period, pledge over the shares
of the borrowers, manager’s undertaking and subordination and requisition compensation and either a
corporate guarantee by DSI (the “Guarantor”) or a guarantee by the ship owning companies (where
applicable), financial covenants, as well as operating account assignments. The lenders may also require
additional security in the future in the event the borrowers breach certain covenants under the loan
agreements. The secured term loans generally include restrictions as to changes in management and
ownership of the vessels, additional indebtedness, as well as minimum requirements regarding hull cover
ratio and minimum liquidity per vessel owned by the borrowers, or the Guarantor, maintained in the bank
accounts of the borrowers, or the Guarantor.
As of December 31, 2025 and 2024 minimum cash deposits required to be maintained at all times under
the Company’s loan facilities, amounted to $
, respectively and are included in restricted
cash, non-current in the accompanying consolidated balance sheets. Furthermore, the secured term loans
DIANA SHIPPING INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
(Expressed in thousands of U.S. Dollars – except share, per share data, unless otherwise stated)
F-31
contain cross default provisions and additionally the Company is not permitted to pay any dividends
following the occurrence of an event of default. All of the Company’s secured term loans bear interest at
SOFR plus a margin. In 2025 and 2024, the weighted average interest rate of the secured term loans was
% and
%, respectively.
As of December 31, 2025, the Company had the following agreements with banks, either as a borrower or
as a guarantor, to guarantee the loans of its subsidiaries:
Nordea Bank AB, London Branch (“Nordea”):
$
$
2022 prepaid $
quarterly instalments of an aggregate amount of $
, and a balloon of $
the last instalment on
.
On June 27, 2023, the Company drew down $
the outstanding balance of an existing loan amounting to $
extinguishment amounting to $
. The loan, maturing on
instalments of $
.
On July 25, 2024, the Company entered into and drew a $
of the then outstanding loans. The loan is repayable in equal quarterly instalments of $
instalment of $
.
Export-Import Bank of China:
loan agreement, which is repayable in equal quarterly instalments of $
, each, until its maturity on
.
DNB Bank ASA or DNB:
loan agreement which was drawn on June 27, 2023, to refinance the outstanding balance of another loan
and for working capital purposes. The loan is repayable in equal quarterly instalments of $
. The loan is subject to a margin reset and unless the parties agree on a new margin,
the loan will be mandatorily repayable on June 27, 2027. On July 6, 2023, the Company entered into an
interest rate swap with DNB for a notional amount for the
% of the loan amount. Under the interest rate
swap, the Company pays a fixed rate and receives floating under term SOFR. The swap has a termination
date on December 27, 2029, and a mandatory break on June 27, 2027, according to which the swap will
be terminated if the loan is prepaid. As of December 31, 2025 and 2024, the fair value of the interest rate
swap was $
, respectively, and is separately presented in current and non-current liabilities.
In 2025, 2024 and 2023, the Company recognized a loss of $
, a gain of $
,
respectively, from the swap valuation separately presented as gain/(loss) on derivative instruments in the
accompanying consolidated statements of income.
Danish Ship Finance A/S or Danish:
Danish, for $
On April 18 and 19, 2023, the Company drew down $
instalments of $
2028. On October 18, 2024, the Company refinanced the outstanding balance of this loan with a loan which
is repayable in equal quarterly instalments of $
the last instalment on
.
DIANA SHIPPING INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
(Expressed in thousands of U.S. Dollars – except share, per share data, unless otherwise stated)
F-32
National Bank of Greece S.A. (“NBG”):
loan agreement. The loan proceeds were drawn on the same date and deposited in a pledged account
with the bank to reduce the margin. As of December 31, 2025, the amount of $
separately as restricted cash, current in the accompanying consolidated balance sheet. The Company may
withdraw any part or all of the funds from the pledged account at the end of the loan’s fixed interest period,
provided no event of default has occurred. The loan is repayable in equal quarterly instalments of $
and a balloon instalment of $
.
As of December 31, 2025 and 2024, the Company was in compliance with all of its loan covenants.
As of December 31, 2025, the maturities of the Company’s bond and debt facilities throughout their term,
are shown in the table below and do not include related debt issuance costs.
Period
Principal Repayment
Year 1
$
Year 2
Year 3
Year 4
Year 5
Year 6 and thereafter
Total
$
9. Finance Liabilities
On March 29, 2022, the Company sold
Florida
the buyer for a period of
, under which the Company pays a fixed monthly hire. The Company has
the option to repurchase the vessel at specific prices, after the end of the third year of the charter period
and for each year thereafter, and the obligation to purchase the vessel on the expiration of the lease on
the tenth year.
On August 17, 2022, the Company entered into
third parties for
New Orleans
Santa Barbara
. The vessels were delivered to their buyers on September
8, 2022 and September 12, 2022, respectively and the Company chartered-in both vessels under bareboat
charter parties for a period of
, each, under which the Company pays a fixed monthly hire. Under
the bareboat charter, the Company has the option to repurchase the vessel at specific prices, after the end
of the third year of the charter period and for each year thereafter, and the obligation to purchase the vessel
on the expiration of the lease on the eighth year.
On December 6, 2022, the Company sold
DSI Andromeda
vessel under a bareboat agreement, for a period of
, under which the Company pays a fixed
monthly hire. The Company has the option to repurchase the vessel at specific prices, after the end of the
third year of the charter period and for each year thereafter, and the obligation to purchase the vessel on
the expiration of the lease on the tenth year.
DIANA SHIPPING INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
(Expressed in thousands of U.S. Dollars – except share, per share data, unless otherwise stated)
F-33
The Company determined that, under ACS 842-40 Sale and Leaseback Transactions, the transactions are
failed sales and consequently the assets were not derecognized from the financial statements and the
proceeds from the sale of the vessels were accounted for as financial liabilities. As of December 31, 2025
and 2024, finance liability amounted to $
, respectively, included in finance liabilities,
current and $
December 31, 2025, the weighted average remaining lease term of the above lease agreements was
years, the average interest rate was
% and the sublease income for the years ended December 31,
2025, 2024 and 2023 was $
, $
, respectively, included in time charter revenues.
As of December 31, 2025, and throughout the term of the leases, the Company has annual finance liabilities
as shown in the table below:
Period
Principal Repayment
Year 1
$
Year 2
Year 3
Year 4
Year 5
Year 6 and thereafter
Total
$
10. Commitments and Contingencies
a)
liability, arise in the ordinary course of the shipping business. In addition, losses may arise from disputes
with charterers, agents, insurance and other claims with suppliers relating to the operations of the
Company’s vessels. The Company accrues for the cost of environmental and other liabilities when
management becomes aware that a liability is probable and is able to reasonably estimate the probable
exposure. The Company’s vessels are covered for pollution in the amount of $
incident, by the P&I Association in which the Company’s vessels are entered.
b)
the Company has purchase obligations amounting to $
, at the end of the lease agreements
described in Note 9.
c)
Company guarantees the performance by Bergen of all of its obligations under the loan until the maturity
of the loan on March 30, 2028 (Note 4 (b)). The Company considers the likelihood of having to make
any payments under the guarantee to be remote, as the loan is also secured by an account pledge by
Bergen, first preferred mortgage on the vessel, a first priority general assignment of the earnings,
insurances and requisition compensation of the vessel, a charter party assignment, a partnership
interests security deed, and a manager’s undertaking. Accordingly, as of December 31, 2025, the
Company did not record a provision for losses under the guarantee of Bergen’s loan amounting to
$
d)
DIANA SHIPPING INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
(Expressed in thousands of U.S. Dollars – except share, per share data, unless otherwise stated)
F-34
e)
follows:
Period
Amount
Year 1
$
Year 2
Year 3
Total
$
f)
As of December 31, 2025, the Company’s vessels, owned and chartered-in, were fixed under time
charter agreements, considered operating leases. The minimum contractual gross charter revenue
expected to be generated from fixed and non-cancelable time charter contracts existing as of December
31, 2025 and until their expiration was as follows:
Period
Amount
Year 1
$
Year 2
$
11. Capital Stock and Changes in Capital Accounts
a) Preferred stock
:
consists of
are designated as Series A Participating Preferred Shares,
Preferred Shares,
designated as Series D Preferred Shares. As of December 31, 2025 and 2024, the Company had
Series A Participating Preferred Shares issued and outstanding.
b) Series B Preferred Stock:
Series B Preferred Shares issued and outstanding with par value $
with liquidation preference at $
to dividends, distributions and payments upon liquidation and are subordinated to all of the existing and
future indebtedness.
Dividends on the Series B Preferred Shares are cumulative from the date of original issue and are payable
on the 15th day of January, April, July and October of each year at a dividend rate of
% per annum,
or $
dividends on Series B Preferred Shares amounted to $
. Since February 14, 2019, the Company may
redeem, in whole or in part, the Series B Preferred Shares at a redemption price of $
an amount equal to all accumulated and unpaid dividends thereon to the date of redemption, whether or
not declared.
c) Series C Preferred Stock
: As of December 31, 2025, and 2024, the Company had
shares of Series C Preferred Stock, issued and outstanding, with par value $
DIANA SHIPPING INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
(Expressed in thousands of U.S. Dollars – except share, per share data, unless otherwise stated)
F-35
affiliate of its Chief Executive Officer, Ms. Semiramis Paliou.
liquidation rights and cannot be transferred without the consent of the Company except to the holder’s
affiliates and immediate family members.
d) Series D Preferred Stock
: As of December 31, 2025, and 2024, the Company had
Series D Preferred Stock, issued and outstanding, with par value $
its Chief Executive Officer, Ms. Semiramis Paliou. The Series D Preferred Stock is not redeemable and
has
notwithstanding any other provision of the Series D Preferred Stock statement of designation, to the extent
that the total number of votes one or more holders of Series D Preferred Stock is entitled to vote (including
any voting power of such holders derived from Series D Preferred Stock, shares of Common Stock or any
other voting security of the Company issued and outstanding as of the date hereof or that may be issued
in the future) on any matter submitted to a vote of stockholders of the Company would exceed
% of
the total number of votes eligible to be cast on such matter, the total number of votes that holders of Series
D Preferred Stock may exercise derived from the Series D Preferred Stock together with Common Shares
and any other voting securities of the Company beneficially owned by such holder, shall be reduced to
% of the total number of votes that may be cast on such matter submitted to a vote of stockholders.
e) Issuance and Repurchase of Common Shares:
In 2023, the Company issued
of common stock, at $
, for the acquisition of one vessel, upon exercise of a warrant issued to the
vessel’s sellers. The Company did
t receive any proceeds from the exercise of the warrants in 2023, and
the value of the shares issued was included in vessels, net. On December 2, 2024, the Company
commenced a tender offer to purchase up to
per share, using funds available from cash and cash equivalents. On January 7, 2025, the tender offer was
settled and the Company repurchased and retired a total of
aggregate amount of $
.
f) Dividend on Common Stock:
share, or $
, to its shareholders of record as of March 13, 2023. On July 10, 2023, the Company
distributed a dividend of $
in cash to its shareholders who elected to receive cash and distributed
shares to its shareholders who elected to receive shares. On September 8, 2023, the Company distributed
a dividend of $
to its shareholders who elected to receive cash and distributed
its shareholders who elected to receive shares. On December 4, 2023, the Company distributed a dividend
of $
distributed
On March 12, 2024, the Company paid a cash dividend on its common stock of $
to shareholders of record as of March 5, 2024. On June 18, 2024, the Company paid a cash dividend on
its common stock of $
, to shareholders of record as of June 12, 2024. On August
30, 2024, the Company paid a cash dividend on its common stock of $
, to
shareholders of record as of August 15, 2024. On December 18, 2024, the Company paid a cash dividend
on its common stock of $
, to shareholders of record as of December 11, 2024.
DIANA SHIPPING INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
(Expressed in thousands of U.S. Dollars – except share, per share data, unless otherwise stated)
F-36
On March 21, 2025, the Company paid a cash dividend on its common stock of $
,
to all shareholders of record as of March 12, 2025. On June 24, 2025, the Company paid a cash dividend
on its common stock of $
, to all shareholders of record as of June 17, 2025. On
September 11, 2025 the Company paid a cash dividend on its common stock of $
,
to shareholders of record as of August 21, 2025. On December 17, 2025 the Company paid a cash dividend
on its common stock of $
, to shareholders of record as of December 8, 2025.
g) Dividend in Kind:
On June 9, 2023, the Company distributed the Company’s investment in the
Series D Preferred Shares of OceanPal in the form of a stock dividend amounting to $
, or $
share, to its shareholders of record as of April 24, 2023.
h) Warrants:
On December 14, 2023, the Company distributed
shareholders of record on December 6, 2023. Holders received one warrant for every five shares of issued
and outstanding shares of common stock held as of the record date (rounded down to the nearest whole
number for any fractional warrant. Each Warrant entitles the holder to purchase, at the holder’s sole and
exclusive election, at the exercise price of $
bonus share fraction. A bonus share fraction entitles a holder to receive an additional part of a share of
common stock for each warrant exercised without payment of any additional exercise price.
In 2025 and 2024, the Company issued
and $
, net of expenses, or $
received $
, in proceeds, net of fees from the exercise of
respectively. If all warrants were exercised as of December 31, 2025, the Company would have issued
value of $
the date of distribution at fair value, determined through Level 1 account hierarchy, being the opening price
of the warrants on the NYSE on the date of distribution as they are listed under the ticker DSX_W. As of
December 31, 2025 and 2024, the warrant liability, measured at fair value, amounted to $
,
respectively. In 2025, 2024 and 2023, Gain on warrants amounted to $
, $
, respectively,
separately presented in the accompanying consolidated statements of income.
i) Incentive Plan:
As of December 31, 2025,
according to the Company’s incentive plan.
Restricted stock as of December 31, 2025, 2024 and 2023 is analyzed as follows:
Number of Shares
Weighted Average
Grant Date Price
Outstanding as of December 31, 2022
$
Granted
Vested
(2,822,753 )
Outstanding as of December 31, 2023
$
Granted
Vested
(2,996,334 )
Outstanding as of December 31, 2024
$
Granted
Vested
(3,134,365 )
Outstanding as of December 31, 2025
$
DIANA SHIPPING INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
(Expressed in thousands of U.S. Dollars – except share, per share data, unless otherwise stated)
F-37
The fair value of the restricted shares has been determined with reference to the closing price of the
Company’s stock on the date such awards were approved by the Company’s board of directors. The
aggregate compensation cost is recognized ratably in the accompanying consolidated statements of
income over the respective vesting periods. In 2025, 2024 and 2023, compensation cost amounted to
$
, $
, respectively, and is included in general and administrative expenses in the
accompanying consolidated statements of income.
As of December 31, 2025 and December 31, 2024, the total unrecognized cost relating to restricted share
awards was $
, respectively. As of December 31, 2025, the weighted-average period
over which the total compensation cost related to non-vested awards not yet recognized is expected to be
recognized is
12. Interest expense and Finance costs
The amounts in the accompanying consolidated statements of income are analyzed as follows:
2025
2024
2023
Interest expense, debt
$
$
$
Finance liabilities interest expense
Amortization of debt and finance liabilities issuance costs
Loan and other expenses
Interest expense and finance costs
$
$
$
13. Earnings/(loss) per Share
All common shares issued (including the restricted shares issued under the Company’s incentive plans are
the Company’s common stock and have equal rights to vote and participate in dividends. The calculation
of basic earnings per share does not treat the non-vested shares (not considered participating securities)
as outstanding until the time/service-based vesting restriction has lapsed. The dilutive effect on
unexercised warrants that are in-the-money, is computed using the treasury stock method which assumes
that the proceeds upon exercise of these warrants are used to purchase common shares at the average
market price for the period. Incremental shares are the number of shares assumed issued under the
treasury stock method weighted for the periods the non-vested shares were outstanding.
In 2025, 2024 and 2023, there were
,
diluted earnings per share calculation. Securities that could potentially dilute basic earnings per share in
the future but were not included in the computation of diluted earnings per share—because their inclusion
would have been anti-dilutive—consist of any incremental shares from unexercised warrants that were out
of the money during the reporting period and any incremental shares resulting from the non-vested
restricted share awards.
Net income attributable to common stockholders is adjusted by the dividends on Series B Preferred Stock
and the gain on warrants with dilutive effect to calculate the diluted earnings per share.
DIANA SHIPPING INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
(Expressed in thousands of U.S. Dollars – except share, per share data, unless otherwise stated)
F-38
Basic Earnings / (Loss) per Share
2025
2024
2023
Net income
$
$
$
Dividends on series B preferred shares
(5,769 )
(5,769 )
(5,769 )
Net income attributable to common stockholders
$
$
$
Weighted average number of common shares, basic
Earnings per common share, basic
$
$
$
Diluted Earnings / (Loss) per Share
2025
2024
2023
Net income
$
$
$
Dividends on series B preferred shares
(5,769 )
(5,769 )
(5,769 )
Adjustments for fair value gain on warrants
(719 )
(1,583 )
Adjusted net income attributable to common
stockholders
$
$
$
Weighted average number of common shares, basic
Incremental shares from dilutive instruments
Weighted average number of common shares, diluted
Earnings per common share, diluted
$
$
$
14. Income Taxes
Under the laws of the countries of the companies’ incorporation and / or vessels’ registration, the
companies are not subject to tax on international shipping income; however, they are subject to registration
and tonnage taxes, which are included in vessel operating expenses in the accompanying consolidated
statements of income.
The vessel-owning companies with vessels that have called on the United States are obliged to file tax
returns with the Internal Revenue Service. However, pursuant to the Internal Revenue Code of the United
States, U.S. source income from the international operations of ships is generally exempt from U.S. tax.
The applicable tax is
% of
% of U.S.-related gross transportation income unless an exemption applies.
The Company and each of its subsidiaries expects it qualifies for this statutory tax exemption for the 2025,
2024 and 2023 taxable years, and the Company takes this position for United States federal income tax
return reporting purposes.
15. Financial Instruments and Fair Value Disclosures
Interest rate risk and concentration of credit risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily
of cash and cash equivalents, time deposits and accounts receivable, trade arising from operating leases.
(Note 2). The ability and willingness of each of the Company’s counterparties to perform their obligations
under a contract depend upon a number of factors that are beyond the Company’s control and may include,
among other things, general economic conditions, the state of the capital markets, the condition of the
shipping industry and charter hire rates. The Company’s credit risk with financial institutions is limited as it
has temporary cash investments, consisting mostly of deposits, placed with various qualified financial
DIANA SHIPPING INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
(Expressed in thousands of U.S. Dollars – except share, per share data, unless otherwise stated)
F-39
institutions and performs periodic evaluations of the relative credit standing of those financial institutions.
The Company limits its credit risk with accounts receivable by performing ongoing credit evaluations of its
customers’ financial condition and by receiving payments of hire in advance. The Company, generally,
does not require collateral for its accounts receivable and does not have any agreements to mitigate credit
risk.
In 2025, 2024 and 2023 charterers that individually accounted for
% or more of the Company’s time
charter revenues were as follows:
Charterer
2025
2024
2023
Cargill International SA
*
Nippon Yusen Kaisha
*
*Less than 10%
The Company is exposed to interest rate risk on its borrowings with variable interest rates. This exposure
is partly mitigated through fixed-rate indebtedness including the Company’s bond (Note 8), an interest rate
swap with DNB (Note 8) and finance liabilities that bear fixed rates (Note 9).
Fair value of assets and liabilities
The carrying values of financial assets reflected in the accompanying consolidated balance sheet
approximate their fair values due to the short-term nature and high liquidity of these financial instruments.
Cash and cash equivalents and restricted cash are classified as Level 1 instruments as they represent
liquid assets with short-term maturities. The fair value of long-term bank loans with variable interest rates
approximates the recorded values, as their interest rates adjust to market-observable rates. These
instruments are classified within Level 2 of the fair value hierarchy. As of December 31, 2025, the
Company’s lease liabilities had a carrying value of $
.
Fair value measurements disclosed
As of December 31, 2025, the Bond which bears a fixed interest rate and had a carrying value of $
(Note 8), had a fair value of $
DIANA SHIPPING INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
(Expressed in thousands of U.S. Dollars – except share, per share data, unless otherwise stated)
F-40
Other Fair value measurements
December 31,
2024
Quoted Prices
in Active
Markets
(Level 1)
Significant
Other
Observable
Inputs (Level 2)
Significant
Other
Observable
Inputs (Level 3)
Assets
Recurring fair value measurements
Investments in a related party
Total recurring fair value measurements
$
$
$
$
Liabilities
Recurring fair value measurements
Warrant liability
$
$
$
Interest rate swap, liability
Total recurring fair value measurements
$
$
$
December 31,
2025
Quoted Prices
in Active
Markets
(Level 1)
Significant
Other
Observable
Inputs (Level 2)
Significant
Other
Observable
Inputs (Level 3)
Assets
Recurring fair value measurements
Investments in equity securities
Investments in related party
$
$
$
$
Total recurring fair value measurements
$
$
$
$
Liabilities
Recurring fair value measurements
Warrant liability
$
$
$
Interest rate swap, liability
Total recurring fair value measurements
$
$
$
16. Subsequent Events
a)
: On January 15, 2026, the Company paid a quarterly dividend
on its series B preferred stock, amounting to $
, to its stockholders of
record as of January 14, 2026.
b)
:
Bergen and its delivery to its new owners, Bergen distributed $
2026, as return of capital, which reduced the carrying amount of the equity method investment (Note
4). Upon completion of the vessel sale and the full repayment of Bergen’s loan with Nordea, the
Company’s corporate guarantee provided to Nordea for Bergen’s obligations under the loan was
released (Note 10).
c)
award of
directors, pursuant to the Company’s amended plan, as annual bonus. The fair value of the restricted
shares based on the closing price on the date of the Board of Directors’ approval was $
. The
DIANA SHIPPING INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
(Expressed in thousands of U.S. Dollars – except share, per share data, unless otherwise stated)
F-41
cost of these awards will be recognized ratably over the restricted shares vesting period which will be
d)
common stock of $
months ended December 31, 2025. The cash dividend is payable on or around March 18, 2026, to all
shareholders of record as of March 11, 2026.
e)
Company’s proposal, the Company announced the intention to nominate a slate of independent
director candidates for election on the Genco board. On March 6, 2026, the Company increased the
offer to $
committed facility arranged by DNB Carnegie and Nordea, and with participation of other international
banks. Also on March 6, 2026, the Company entered into a definitive agreement with Star Bulk
Carriers Corp., or Star Bulk, to acquire
to, the consummation of an acquisition of Genco by the Company.