Auditor change: Pangaea Logistics (NASDAQ: PANL) hires Deloitte for 2025

Rhea-AI Filing Summary

Pangaea Logistics Solutions Ltd. has changed its independent auditor following a competitive selection process. On August 27, 2025, the company dismissed Grant Thornton LLP as its independent registered public accounting firm and engaged Deloitte & Touche LLP to audit the fiscal year ending December 31, 2025.

Pangaea states that Grant Thornton’s audit reports for 2023 and 2024 contained no adverse opinions, disclaimers, or qualifications, and that there were no disagreements on accounting or auditing matters. The filing notes one previously disclosed material weakness in internal control over financial reporting related to applying ASC 606 to certain customer reimbursements, which was discussed with Grant Thornton. The former auditor has been asked to provide a letter to the SEC agreeing with these disclosures, which is included as an exhibit.

Insights

Accounting & Audit Analyst

Pangaea switches auditors with no reported disputes, keeping prior control weakness in focus.

Pangaea Logistics Solutions Ltd. replaced Grant Thornton LLP with Deloitte & Touche LLP as its independent registered public accounting firm for the year ending December 31, 2025, after what it describes as a competitive selection process. The company indicates Grant Thornton’s reports on the 2023 and 2024 financial statements had clean opinions without adverse, disclaimed, or qualified conclusions.

The company also states there were no disagreements with Grant Thornton on accounting principles, disclosures, or audit scope, and no reportable events other than a previously disclosed material weakness in internal controls over ASC 606 treatment of certain customer reimbursements. That weakness had been discussed with Grant Thornton, and the firm is authorized to respond fully to Deloitte’s inquiries. A confirming letter from Grant Thornton to the SEC is included as an exhibit, supporting the narrative of a routine auditor transition rather than one driven by explicit dispute.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

______________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934 

Date of Report (Date of earliest event reported): August 27, 2025  

PANGAEA LOGISTICS SOLUTIONS LTD.

(Exact Name of Registrant as Specified in Charter)

Bermuda			001-36798			98-1205464
(State or Other Jurisdiction			(Commission			(IRS Employer
of Incorporation)			File Number)			Identification No.)

c/o Phoenix Bulk Carriers (US) LLC

109 Long Wharf, Newport, Rhode Island 02840

(Address of Principal Executive Offices) (Zip Code)

(401) 846-7790

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of exchange on which registered
Common Stock			PANL			Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 4.01 Changes in Registrant’s Certifying Accountant.

Dismissal of Independent Registered Public Accounting Firm

On August 27, 2025, the Audit Committee of the Board of Directors of Pangaea Logistics Solutions Ltd. (the “Company”) completed a competitive process to determine the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. Following that process, on August 27, 2025, the Company informed Grant Thornton LLP (“Former Auditor”) of its dismissal as the Company’s independent registered public accounting firm, effective immediately. The reports of the Former Auditor on the Company’s consolidated financial statements for the two most recent fiscal years ended December 31, 2024 and December 31, 2023 did not contain an adverse opinion or a disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles. During the Company’s two most recent fiscal years ended December 31, 2024 and December 31, 2023, and during the subsequent interim period through August 27, 2025, there were (1) no disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) with the Former Auditor on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of the Former Auditor, would have caused the Former Auditor to make reference to the subject matter of the disagreements in connection with its reports, and (2) no reportable events as defined in Item 304(a)(1)(v) of Regulation S-K, other than, as previously disclosed in Item 9A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, a material weakness in internal control over financial reporting related to the application of ASC 606, Revenue from Contracts with Customers, in accounting for certain customer reimbursements. The Board of Directors discussed this matter with the Former Auditor and the Company has authorized the Former Auditor to respond fully to any inquiries of the New Auditor, as defined below, with respect to this matter.

The Company provided the Former Auditor with a copy of this Current Report on Form 8-K prior to its filing with the Securities and Exchange Commission (“SEC”) and requested that the Former Auditor furnish the Company with a letter addressed to the SEC stating whether it agrees with the above statements. A copy of such letter is filed as Exhibit 16.1 to this Current Report on Form 8-K.

Engagement of New Independent Registered Public Accounting Firm

Following the competitive process to determine the Company’s independent registered public accounting firm, on August 27, 2025, the Audit Committee approved the engagement of Deloitte & Touche LLP. (“New Auditor”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.

During the Company’s two most recent fiscal years ended December 31, 2024 and December 31, 2023, and during the subsequent interim period through August 27, 2025, neither the Company, nor anyone on its behalf, consulted with the New Auditor with respect to (1) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, and neither a written report was provided to the Company nor oral advice was provided to the Company that the New Auditor concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue, or (2) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a reportable event (as described in Item 304(a)(1)(v) of Regulation S-K).

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits

Exhibit Description

16.1    Letter from Grant Thornton LLP. to the Securities and Exchange Commission, dated August 29, 2025.

104    Cover Page Interactive Data File ( embedded within Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: August 29, 2025

			PANGAEA LOGISTICS SOLUTIONS LTD.
			By:			/s/ Gianni Del Signore
						Name: Gianni Del Signore Title: Chief Financial Officer

FAQ

What did Pangaea Logistics Solutions Ltd. (PANL) announce in this 8-K?

Pangaea Logistics Solutions Ltd. disclosed that its Audit Committee dismissed Grant Thornton LLP as its independent registered public accounting firm and approved the engagement of Deloitte & Touche LLP to audit the company’s financial statements for the fiscal year ending December 31, 2025.

Why was Grant Thornton LLP dismissed as Pangaea Logistics Solutions Ltd.’s auditor?

The company states that the dismissal of Grant Thornton LLP followed a competitive process to select the independent registered public accounting firm for the 2025 fiscal year. No adverse opinions, disagreements on accounting or auditing matters, or new reportable events (beyond a previously disclosed material weakness) are cited as reasons in the disclosure.

Were there any disagreements between Pangaea Logistics Solutions Ltd. (PANL) and Grant Thornton LLP?

Pangaea reports that during the two most recent fiscal years ended December 31, 2024 and December 31, 2023, and the interim period through August 27, 2025, there were no disagreements with Grant Thornton LLP on accounting principles, financial statement disclosure, or auditing scope or procedures that would have been referenced in Grant Thornton’s reports.

What internal control issue did Pangaea Logistics Solutions Ltd. disclose in connection with the auditor change?

The company refers to a previously disclosed material weakness in internal control over financial reporting related to the application of ASC 606, Revenue from Contracts with Customers, in accounting for certain customer reimbursements. This matter was discussed with Grant Thornton LLP and is identified as a reportable event already described in the company’s Form 10-K for the year ended December 31, 2024.

Who is the new independent registered public accounting firm for Pangaea Logistics Solutions Ltd. (PANL)?

The Audit Committee approved the engagement of Deloitte & Touche LLP as Pangaea Logistics Solutions Ltd.’s new independent registered public accounting firm for the fiscal year ending December 31, 2025.

Did Pangaea Logistics Solutions Ltd. consult with Deloitte & Touche LLP before the engagement on specific accounting issues?

The company states that during the two most recent fiscal years and the interim period through August 27, 2025, neither Pangaea nor anyone on its behalf consulted with Deloitte & Touche LLP on the application of accounting principles to specific transactions, on the type of audit opinion that might be issued, or on any matter that was a subject of disagreement or reportable event.

What exhibits are included with Pangaea Logistics Solutions Ltd.’s 8-K on the auditor change?

The filing includes a letter from Grant Thornton LLP to the Securities and Exchange Commission dated August 29, 2025, addressing whether it agrees with Pangaea’s statements about the auditor change, and a cover page interactive data file embedded within the Inline XBRL document.