Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

HEIDMAR MARITIME
HOLDINGS CORP.
REPORTS
RESULTS FOR THE QUARTER
ENDED MARCH 31, 2026
Athens / New York, May 26,
2026 - Heidmar Maritime Holdings Corp. (the "Company" or "Heidmar") (NASDAQ:
HMR) today reported its results for the quarter ended March 31, 2026.
First
Quarter 2026 Highlights
| · | Total revenues of $18.4 million, upfrom $5.8 million in Q1 2025. |
| · | Net income attributable to shareholders of $2.8 million or $0.05 income pershare, basic. |
| · | Adjusted net income of $3.4 million, which excludes $0.6 million in non-cash stock-based compensation. |
| · | Cash and cash equivalents of $27.6 million as of March 31, 2026. |
Adjusted
net income is not a measurement recognized under U.S. GAAP (GAAP) and should not be used in isolation or as a substitute for Heidmar’s
financial results presented in accordance with GAAP. See “Non-GAAP Financial Measures” later in this Press Release for the
definitions and reconciliation of this measurement to the most directly comparable financial
measure calculated and presented in accordance with U.S. GAAP.
FIRST
QUARTER 2026 RESULTS COMPARED TO FIRST QUARTER 2025
Total
revenues, earned from commissions, management fees and voyage and time charter hire, were $18.4 million
for the three months period ended March 31, 2026, compared to $5.8 million for the three months period ended
March 31, 2025. The increase of $12.6 million is mainly attributable to the increased number of vessels that commenced short-term spot
and time charter voyages during the first quarter of 2026, including the time charter of the Platform Supply Vessel (PSV) ACE Supplier,
which commenced its charter operations in April 2025. The number of such vessels during the first quarter of 2026 being eight compared
to one during the first quarter of 2025. Net income attributable to shareholders was $2.8
million or $0.05 income per share, basic. General and administration expenses were $3.6 million
for the three months period ended March 31, 2026, compared to $6.1 million for the three months
period ended March 31, 2025. The decrease of $2.5 million is mainly due to the amortization
of the stock-based compensation mainly related to the performance bonus granted to management
and executives in 2025.
Key quarterly highlights:
Under
the purchase agreement with B. Riley Principal Capital II LLC (BRPC II) announced in June 2025, the
Company as of March 31, 2026, had issued and sold 260,628 shares at a gross average price of $1.27 per share,
generating gross proceeds of approximately $330,940.
Fleet Developments:
| o | One state-of-the-art eco-design newbuilding Suezmax tanker, built in 2026, joined |
Heimdar’s commercially managed fleet in March 2026.
| o | Two Suezmax tanker vessels: Two Suezmax tankers built in 2009 and 2013, respectively, |
joined Heidmar’s
commercially managed fleet in March and April 2026.
| o | One VLCC tanker vessel: One VLCC tanker built in 2006, joined Heidmar’s commercially |
managed fleet in
March 2026.
| o | One MR1 tanker vessel: One MR1 tanker built in 2006 joined Heidmar’s commercially |
managed fleet in April
2026.
Management
Commentary
Pankaj Khanna, Chief
Executive Officer of Heidmar, commented:
Heidmar entered 2026 with
strong commercial momentum, an expanding modern managed fleet, and a strategic position that allows the Company to benefit from one of
the most profound realignments of global energy trade in a generation. The world is moving away from the era of short, predictable oil
and gas flows, and is entering one of the most dynamic periods the tanker markets have seen in years.
During the first quarter of 2026, freight
rates rose to historically elevated levels, supported by heightened geopolitical tensions and ongoing disruption across key shipping
lanes, including increased volatility in and around the Strait of Hormuz and the broader Gulf region. As importing nations respond to
these risks, we are seeing the early stages of a deliberate diversification of supply sources, meaningful rerouting of cargoes, and longer-haul
trading patterns, all of which reduce effective vessel supply and drive stronger, more durable tonne-mile demand across crude and product
tanker markets.
The Company generated total revenue of $18.4 million for
the three months ended March 31, 2026, compared to $5.8 million for the same period in 2025. The increase of $12.6 million was primarily
driven by a higher number of vessels employed on short-term spot and time charter voyages during the quarter, as well as the overall
expansion of the Company’s commercially managed fleet. Adjusted net income rose to $3.4 million, compared to $0.9 million in the
same period last year, a result that strips out certain non-cash items and offers a clean view of the underlying earning power of the
Heidmar platform.
We see this environment as the foundation
of a multi-year growth story for Heidmar. As governments and refiners work to reduce their dependence on any single supplier or transit
route, they are sourcing crude and refined products from a wider and more distant set of origins, and we expect many will move in time
to build and replenish strategic reserves to insulate their economies from future shocks. Each of these shifts lengthens
voyages, increases the number of vessels required to move the
same volume of energy, and rewards owners and operators who can offer reliable, transparent, and flexible access to high-quality tonnage.
Heidmar’s commercial and pool management platform, our long-standing customer relationships, and our presence across the world’s
major energy hubs position us to help importing nations and their counterparties secure the shipping capacity they need to achieve these
goals.
Further reinforcing this momentum, Heidmar recently announced
the expansion of its commercially managed fleet with the addition of five vessels across key tanker segments. These additions included
one state-of-the-art eco-design Suezmax newbuilding delivered in 2026, two Suezmax tankers built in 2009 and 2013, respectively, one
VLCC tanker built in 2006, and one MR1 tanker built in 2006.
These fleet developments build on the Company’s continued
strategy of selectively adding modern, fuel-efficient vessels through a combination of newbuildings and high-quality secondhand tonnage.
Collectively, these additions further enhance Heidmar’s ability to serve customers across an increasingly complex global energy
map, where diversification of supply, the rerouting of trade, and the prospect of strategic stock-building continue to support elevated
tonne-mile demand and strong vessel utilization. While the geopolitical backdrop remains uncertain, we believe the structural forces
now reshaping global energy trade represent a significant and durable growth opportunity for Heidmar, and we intend to scale our platform
thoughtfully to help our customers navigate it.
Conference Call
details:
Our management team will host a conference
call to discuss our financial results on May 27, 2026, at 09:00 a.m. Eastern Time (ET).
Participants should dial into the call
10 minutes before the scheduled time using the following numbers: +1 877 405 1226 (US Toll-Free Dial In) or +1 201 689 7823 (US and Standard
International Dial In), or +0 800 756 3429 (UK Toll Free Dial In). Please quote “Heidmar” to the operator and/or conference
ID 13760794. Click here for additional participant International Toll- Free access numbers.
Alternatively, participants can register
for the call using the call me option for a faster connection to join the conference call. You can enter your phone number and let the
system call you right away. Click here for the call me option.
Webcast:
There will also be
a live, and then archived, webcast of the conference call, available through the Company’s website. To listen to the archived audio
file, visit www.heidmar.com and click on Financials and Presentations. Participants to the live webcast shouldregister on thewebsiteapproximately
10 minutes prior to the start of the webcast.
About Heidmar Maritime Holdings Corp.
Heidmar is an Athens-based, commercial
and pool management business serving the crude and product tanker market and Heidmar is committed to safety, performance, relationships
and transparency. With operations in Athens, London, Singapore, Chennai, Hong Kong and Dubai, Heidmar has a reputation as a reliable
and responsible partner with a goal of maximizing its customers' profitability. Heidmar seeks to offer vessel owners a "one stop"
solution for all maritime services in the crude oil and refined petroleum products sectors. Heidmar believes its unique business model
and extensive experience in the maritime industry allows the Company to achieve premier market coverage and utilization, as well as provide
customers in the sector with seamless commercial transportation services. For more information, please visit www.heidmar.com.
The information on or accessible through our website does not form a part of and is not incorporated by reference into this release.
Forward-Looking Statements
This release contains certain forward-looking
statements within the meaning of the federal securities laws with respect to the Company. All statements other than statements of historical
facts contained in this press release, including statements regarding the Company’s future results of operations and financial
position, business strategy, prospective costs, timing and likelihood of success, plans and objectives of management for future operations,
future results of current and anticipated operations of Heidmar are forward-looking statements. These forward- looking statements generally
are identified by the words "believe," "project," "expect," "anticipate," "estimate,"
"intend," "strategy," "future," "opportunity," "plan," "may," "should,"
"will," "would," "will be," "will continue," "will likely result," and similar expressions.
The forward-looking
statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions, including
without limitation, Company management’s examination of historical operating trends, data contained in the Company’s
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 that are difficult or impossible to predict and are beyond the
Company’s control, the Company cannot assure you that it will achieve or accomplish these expectations, beliefs or projections.
In addition to
these important factors, other important factors that, in the Company’s view, could cause actual results to differ materially from
those discussed in the forward-looking statements include unforeseen liabilities, expansion and growth of the Company’s operations,
the failure of counterparties to fully perform their contracts with the Company, the strength of world economies and currencies, general
market conditions, including fluctuations in charter rates and vessel values, changes in demand for tanker, container or PSV vessel capacity,
changes in the Company’s operating expenses, demand for the Company’s managed fleet, ability to obtain financing and comply
with covenants in such financing arrangements, changes in governmental rules and regulations or actions taken by regulatory authorities,
potential liability from pending or future litigation, general international geopolitical conditions and conflicts, potential disruption
of shipping routes due to accidents or political events, vessel breakdowns and instances of off- hires, and other factors. Please see
the Company’s filings with the U.S. Securities and Exchange Commission for a more complete discussion of these and other risks
and uncertainties.
Because forward-looking
statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified and some of which are beyond
the Company’s control, you should not rely on these forward-looking statements as predictions of future events. Forward- looking
statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and
except as required by law, the Company assumes no obligation and does not intend to update or revise these forward-looking statements,
whether as a result of new information, future events, or otherwise. The Company does not give any assurance that it will achieve its
expectations.
CONTACT INFORMATION:
Investor Relations/Media
Contact:
Nicolas Bornozis / Daniela Guerrero
Capital Link, Inc.
230 Park Avenue, Suite 1540
New York, N.Y. 10169
Tel.: (212) 661-7566
UNAUDITED CONDENSED CONSOLIDATED
STATEMENTS OF OPERATIONS
(in U.S. dollars)
| |
Three months ended
March 31, 2026 |
Three months ended
March 31, 2026 |
| Revenues: |
|
|
| Trade Revenues |
5,681,868 |
2,338,185 |
| Voyage and time charter revenues |
12,668,390 |
3,235,407 |
| Revenues, net |
- |
262,471 |
| Total revenues |
18,350,258 |
5,836,063 |
| Expenses/(Income): |
|
|
| Voyage expenses |
367,643 |
70,436 |
| Loss/ (gain) on inventories |
416,687 |
(174,453) |
|
Operating lease, charter-in and
other expenses |
11,203,698 |
$1,948,819 |
|
Expense relating to fair value
of the
earnout shares |
- |
3,917,767 |
|
General and administrative
expenses |
3,559,049 |
6,087,186 |
| Depreciation and amortization |
18,491 |
19,328 |
| Total expenses |
15,565,568 |
11,869,083 |
|
Net income/ (loss) from continuing
operations |
2,784,690 |
(6,033,020) |
|
Net loss from discontinued
operations |
- |
(100) |
| Net income/ (loss) |
2,784,690 |
(6,033,120) |
| Net income/ (loss) per: |
|
|
| Common share, basic |
0.05 |
(0.1) |
| Common share, diluted |
0.04 |
(0.1) |
|
Weighted average shares
outstanding: |
|
|
| Common shares, basic |
58,631,744 |
57,655,366 |
| Common shares, diluted |
63,985,766 |
57,655,366 |
UNAUDITED CONDENSED CONSOLIDATED
BALANCE SHEET DATA
(in U.S. dollars)
| |
March 31, 2026 |
December 31, 2025 |
| ASSETS |
|
| Cash and cash equivalents |
27,554,132 |
18,648,537 |
| Other current assets |
8,643,179 |
8,733,039 |
| Other non-current assets |
39,940,772 |
44,755,156 |
| Total assets |
76,138,083 |
72,136,732 |
|
LIABILITIES
AND STOCKHOLDERS’
EQUITY |
|
|
| Accounts payable |
3,858,800 |
4,168,821 |
| Other current liabilities |
28,104,895 |
25,058,670 |
| Other non-current liabilities |
29,992,914 |
32,200,255 |
| Total stockholders’ equity |
14,181,474 |
10,708,986 |
| Total liabilities and stockholders’ equity |
76,138,083 |
72,136,732 |
OTHER
FINANCIAL DATA (unaudited)
(in
U.S. dollars)
| |
Three months ended March 31, |
| |
2026 |
2025 |
| Net cash provided by operating activities from continuing operations |
6,558,601 |
3,131,604 |
| Net cash provided by investing activities from continuing operations |
2,525,000 |
3,618,932 |
| Net cash provided by/ (used in) financing activities from continuing operations |
507 |
(8,047,766) |
NON-GAAP FINANCIAL MEASURES
Reconciliation of Net Income/
(Loss) to Adjusted EBITDA (unaudited)
(in U.S. Dollars)
| |
Three months ended |
Three months ended |
|
Net income/ (loss) |
March 31, 2026
2,784,690 |
March 31, 2025
(6,033,120) |
| Interest and finance (income)/ cost, net |
(88,297) |
272,259 |
| Depreciation and amortization |
18,491 |
19,328 |
| EBITDA |
2,714,884 |
(5,741,533) |
| Stock-based compensation |
629,098 |
2,990,547 |
| Non-cash expense relating to fair value of the earnout shares |
- |
3,917,767 |
| Adjusted EBITDA |
3,343,982 |
1,166,781 |
Earnings Before
Interest, Taxes, Depreciation and Amortization ("EBITDA") represent net income/ (loss) before interest and finance (income)/
costs, net, depreciation and amortization and income taxes, if any, during a period. EBITDA is not a recognized measurement under U.S.
GAAP. Adjusted EBITDA represents EBITDA further adjusted to exclude stock-based compensation and the non-cash expense relating to the
fair value of the earnout shares which the Company believes are not indicative of the ongoing performance of its core operations. We
present EBITDA and Adjusted EBITDA as we believe that these measures are useful to investors as a widely used means of evaluating operating
profitability. Management also uses these non-GAAP financial measures in making financial, operating and planning decisions and in evaluating
the Company’s performance. Adjusted EBITDA has certain limitations in use and should not be considered an alternative to net income/
(loss), cash flow from operating activities or any other measure of financial performance presented in accordance with U.S. GAAP. Adjusted
EBITDA excludes some, but not all, items that affect net income/(loss). EBITDA and Adjusted EBITDA as presented here may not be comparable
to similarly titled measures presented by other companies. These non-GAAP measures should not be considered in isolation from, as a substitute
for, or superior to, financial measures prepared in accordance with U.S. GAAP.
Reconciliation of Net
income/ (loss) from continuing operations to Adjusted Net income (unaudited)
(in U.S.
Dollars)
| |
Three months ended |
Three months ended |
| |
March 31, 2026 |
March 31, 2025 |
| Net income/ (loss) |
2,784,690 |
(6,033,120) |
|
Non-cash expense relating
to fair value
of the earnout shares |
- |
3,917,767 |
| Stock-based compensation |
629,098 |
2,990,547 |
|
Adjusted net income |
3,413,788 |
875,194 |
| Weighted-average number of |
58,631,744 |
57,655,366 |
| shares outstanding |
|
|
| |
|
|
Adjusted net income per share
attributable to
shareholders |
0.06 |
0.02 |
Heidmar considers Adjusted net income to represent net income/ (loss)
before certain non-cash items, including the loss on the fair value of the earnout shares and amortization of stock-based compensation.
We have included adjustments for these items because we believe they assist our management and investors by increasing the comparability
of the Company's fundamental performance from period to period by excluding the potentially disparate effects these items may have from
period-to-period. Our presentation of Adjusted net income should not be construed as an inference that our future results will be unaffected
by unusual or non-recurring items. Adjusted net income per share attributable to shareholders equals Adjusted net income per share attributable
to shareholders divided by the weighted average number of shares outstanding during the period. Adjusted net income per share do not
represent and should not be considered as an alternative to net income/ (loss) and net income/ (loss) per share, as determined by GAAP.
The Company's definition of Adjusted net income may not be the same as that used by other companies in shipping or other industries.
Adjusted net income is not adjusted for all non-cash income and expense items that are reflected in our statement of cash flows.