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A. OPERATING RESULTS
Overview
As of December 31, 2025, the Company’s fleet consisted of 80 vessels owned by the Company (41 VLCCs, 21 Suezmax tankers, 18 LR2/Aframax tankers), with an aggregate capacity of approximately 17.6 million DWT.
A full fleet list is provided in “Item 4. Information on the Company - D. Property, Plants and Equipment” showing the vessels that we own, lease and charter-in as of December 31, 2025.
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Fleet Changes
Refer to “Item 4. Information on the Company - A. History and Development of the Company - Vessel Acquisitions, Disposals, Redeliveries and Newbuilding Contracts of the Company” for discussion on acquisitions and disposals of vessels. A summary of the changes in the vessels that we own, lease and charter-in for the years ended December 31, 2025 and 2024 is summarized in the table below.
2025 2024
VLCCs
At start of period 41 33
Other acquisitions/newbuilding deliveries — 13
Disposal/lease termination — (5)
At end of period 41 41
Suezmax tankers
At start and end of period 22 25
Other acquisitions/newbuilding deliveries — —
Disposal (1) (3)
At end of period 21 22
LR2/Aframax tankers
At start of period 18 18
Disposal — —
At end of period 18 18
Total
At start of period 81 76
Other acquisitions/newbuilding deliveries — 13
Disposal/lease termination (1) (8)
At end of period 80 81
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Summary of Fleet Employment
As discussed below, our vessels are operated under time charters and voyage charters.
As of December 31,
2025 2024
Number of vessels Percentage of fleet Number of vessels Percentage of fleet
VLCCs
Spot 40 98 % 40 98 %
Time charter 1 2 % 1 2 %
41 100 % 41 100 %
Suezmax tankers
Spot 20 95 % 21 95 %
Time charter 1 5 % 1 5 %
21 100 % 22 100 %
LR2/Aframax tankers
Spot 17 94 % 14 78 %
Time charter 1 6 % 4 22 %
18 100 % 18 100 %
Total fleet
Spot 77 96 % 75 93 %
Time charter 3 4 % 6 7 %
80 100 % 81 100 %
Market Overview and Trend Information
The statistical data provided in this section has been taken from the EIA as well as the independent third-party maritime research companies, Fearnleys, Clarksons Research and Kpler. The figures quoted below are estimates and may vary from estimates provided by other research services. The overviews set forth below are based on information, data and estimates derived from industry sources available as of the date of this annual report, and there can be no assurances that such trends will continue or that any anticipated developments referenced in such section will materialize. This information, data and estimates involve several assumptions and limitations, are subject to risks and uncertainties, and are subject to change based on various factors. You are cautioned not to give undue weight to such information, data, and estimates. We have not independently verified any third-party information, verified that more recent information is not available and undertake no obligation to update this information unless legally obligated.
During 2025, global oil consumption averaged approximately 104.1 million barrels per day (“mbpd”), an increase of 1.3 mbpd compared to 2024 with China being the biggest contributor to demand growth.
Global oil supply increased significantly during 2025, accelerating in the second half of the year and reaching record levels of 108.3 mbpd by the fourth quarter.
Geopolitical developments and intensified sanctions enforcement remained key drivers of tanker market dynamics. Regulatory measures implemented by the U.S. Office of Foreign Assets Control (“OFAC”), the European Union, and the United Kingdom expanded the list of sanctioned vessels and entities engaged in Russian and Iranian oil trade. By year-end, approximately one-fifth of the global crude and product tanker fleet was reported to be sanctioned by at least one major authority.
Following a period of intensified sanction enforcement by the OFAC, the impact is now increasingly evident across tanker markets, supporting higher utilization and market share for the compliant fleet. Floating storage of sanctioned crude has increased during the fourth quarter of 2025 as the barrels struggle to find their way to the consumer amidst growing logistical challenges. US intervention in Venezuela has resulted in more Venezuelan oil being lifted by compliant tonnage, further reducing employment opportunities for the so-called "shadow fleet". The recently announced US–India trade agreement may further influence crude trade flows, as closer economic ties are likely to encourage India’s continued diversification away from sanctioned barrels. The second half of the year has seen a marked increase in export volumes, particularly benefiting the
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compliant fleet. While demand conditions remain supportive, recent market strength has been driven largely by developments on the supply side. The allocation of tonnage among market participants has shifted meaningfully, with fewer owners now controlling a larger share of the global fleet. Coupled with a rapid ageing fleet, we expect these structural supply constraints to partially offset scheduled newbuilding deliveries, creating a manageable net fleet growth. Together with a constructive crude demand outlook and anticipation of further replacement of sanctioned volumes transferring to the compliant fleet, we expect the fundamentals for compliant tankers to remain favorable going forward.
The global tanker fleet continued to age during the year. The average age of the crude tanker fleet reached approximately 14 years, the highest level in more than two decades. A significant portion of the fleet is now above 20 years of age. However, for a product carrying vessel the 15-year age mark is an equally important benchmark with 31.4% of the LR2 tanker fleet currently above this threshold.
Russia-Ukraine War
Sanctions and price‑cap measures related to the Russia‑Ukraine conflict continue to affect global oil flows and tanker markets. In September 2025, the European Union, United Kingdom, and Canada reduced their crude‑oil price cap on Russian exports from $60 to $47.60 per barrel. Despite this adjustment, enforcement challenges and the use of non‑Western or “shadow fleet” vessels have allowed significant volumes of Russian crude to continue moving to Asia, limiting the overall impact of the price‑cap regime. Russia’s crude exports have shifted decisively away from Europe. According to industry sources, Europe accounted for 55% of Russian crude exports in 2020 but only 15% in 2024 and 14% in 2025, while Asia and Oceania absorbed 85% of exports in 2024, with China and India taking the vast majority. China imported an average of 1.2 million barrels per day (bpd) in 2024 and 1.3 million bpd in 2025, while India imported 1.7 million bpd in 2024 and 1.6 million bpd in the first half of 2025. Russia’s redirection of crude flows toward Asia and the increased reliance on non‑Western shipping have continued to reshape global trade patterns, increasing voyage distances, transportation costs, and regulatory complexity for tanker operators.
Israel-Gaza Conflict
Tensions related to the Israel–Gaza conflict continued to elevate maritime risks in the Red Sea during 2025, as Houthi forces expanded their attacks on commercial vessels in the Bab al‑Mandab Strait. In July 2025, the Houthis sank two commercial ships, and by late 2025 more than 100 attacks had been recorded since 2023, affecting vessels from over 60 countries. These threats kept many Europe–Asia trades rerouted around the Cape of Good Hope, although Bab al‑Mandab transits showed partial recovery by August 2025, reaching their highest level since early 2024. While the January 19, 2025 ceasefire between Israel and Hamas offered some relief to regional tensions, it did not meaningfully reduce the ongoing Houthi threat to commercial shipping.
Israel-Iran Conflict
The hostilities between Israel and Iran in 2025 significantly increased security risks for commercial vessels operating in the Persian Gulf and the Strait of Hormuz. Following Israeli strikes on Iran in June 2025, shipowners were warned to avoid both the Red Sea and the Persian Gulf, and many operators rerouted or slowed transits due to fears of missile attacks, sea mines and other hostile actions. The regional threat level intensified further in March 2026, when the United States jointly conducted major strikes with Israel on Iranian targets, including operations that destroyed multiple Iranian naval vessels, naval headquarters and other military infrastructure, prompting Iran to launch large‑scale retaliatory missile and drone attacks across the region. These exchanges included missile strikes that hit commercial tankers and disrupted shipping lanes.
The situation deteriorated further as Iran targeted U.S. bases in the UAE, Bahrain, Qatar, and Jordan, while some Iranian officials claimed the Strait of Hormuz was closed, triggering widespread industry concern and causing major shipping companies to suspend or halt bookings through the region. Electronic interference affecting vessel navigation systems spiked around the Strait of Hormuz, complicating safe passage and heightening operational risk. Although the strait remained technically open, the U.S.‑Iran missile exchanges in March 2026 and the U.S. Navy’s combat operations in the Persian Gulf created conditions in which shipping agencies assessed the threat level as “significant,” and many shipowners exercised extreme caution, diverted vessels, or temporarily ceased transits through the area.
Factors Affecting our Results
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The principal factors which affect our comprehensive income and financial position include:
•the earnings of our vessels;
•other income;
•ship operating and voyage expenses, including fuel costs and crewing costs;
•administrative income and expenses;
•impairment losses on vessels;
•impairment losses on goodwill;
•depreciation;
•interest expense;
•impairment losses and changes in fair value of marketable securities;
•gains and losses on interest rate swaps; and
•share of results of associated companies.
We have derived our earnings from time charters, voyage charters, pool arrangements and leases. As of December 31, 2025, 77 of our 80 vessels were employed in the voyage charter market or on short-term or variable rate time charters. The tanker industry has historically been highly cyclical, experiencing volatility in profitability, vessel values and freight rates. In particular, freight and charter rates are strongly influenced by the supply of tanker vessels and the demand for oil transportation services.
Other income relates to (i) gains on the sale of vessels, which are recognized when the vessel has been delivered and substantially all risks have been transferred and are determined by comparing the proceeds received with the carrying value of the vessel, (ii) cash inflows in relation to settlements of claims (including the settlement of insurance and legal claims), (iii) gains and losses on the termination of leases before the expiration of the lease term, which are accounted for by derecognizing the carrying value of the right-of-use asset and lease obligation, with a gain or loss recognized for the difference. Gains and losses on the termination of leases are accounted for when the lease is terminated and the vessel is redelivered to the owners, and (iv) gains and losses from pooling and other revenue sharing arrangements where the Company is considered the principal under the charter parties and records voyage revenues and costs gross, with the adjustments required as a result of the revenue sharing arrangement being recognized as other operating gains or losses.
Ship operating expenses are the direct costs associated with running a vessel and include crew costs, vessel supplies, repairs and maintenance, lubricating oils and insurance.
Administrative expenses are comprised of general corporate overhead expenses, including personnel costs, property costs, legal and professional fees and other general administrative expenses. Personnel costs include, among other things, salaries, share-based payment expenses and gains, pension costs, fringe benefits, travel costs and health insurance.
When events and changes in circumstances indicate that the carrying amount of the asset or cash-generating unit (“CGU”) might not be recovered, the Company performs an impairment test whereby the carrying amount of the asset or CGU is compared to its recoverable amount, which is the greater of its value in use and its fair value less cost to sell. An impairment loss is recognized if the carrying amount of an asset or CGU exceeds its recoverable amount. Impairment losses are recognized in profit or loss.
Depreciation, or the periodic costs charged to our income for the reduction in usefulness and long-term value of our vessels, is also related to the number of vessels we own or lease. We depreciate the cost of vessels we own, less their estimated residual value, over their estimated useful life on a straight-line basis. We depreciate the cost of vessels held under lease over the term of the lease. No charge is made for depreciation of vessels under construction until they are delivered.
Interest expense relates to debt facilities and leases. Interest expense depends on our overall borrowing levels and may significantly increase when we acquire vessels or on the delivery of newbuildings. Interest incurred during the construction of a newbuilding is capitalized in the cost of the newbuilding. Interest expense may also change with prevailing interest rates, although the effect of these changes may be reduced by interest rate swaps or other derivative instruments.
Marketable securities held by the Company are listed equity securities and are classified and measured at fair value through profit or loss (“FVTPL”) unless the election to present subsequent changes in the investment’s fair value in other comprehensive income (“OCI”) is made.
None of the Company’s interest rate swaps qualify for hedge accounting and changes in fair values are recognized in the Consolidated Statement of Profit or Loss.
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Lack of Historical Operating Data for Vessels before their Acquisition (other than those acquired in a Business Combination)
Consistent with shipping industry practice, other than inspection of the physical condition of the vessels and examinations of classification society records, there is no historical financial due diligence process when we acquire vessels. Accordingly, we do not obtain the historical operating data for the vessels from the sellers because that information is not material to our decision to make acquisitions. Most vessels are sold under a standardized agreement, which, among other things, provides the buyer with the right to inspect the vessel and the vessel’s classification society records. The standard agreement does not give the buyer the right to inspect, or receive copies of, the historical operating data of the vessel. Prior to the delivery of a purchased vessel, the seller typically removes from the vessel all records, including past financial records and accounts related to the vessel. In addition, the technical management agreement between the seller’s technical manager and the seller is automatically terminated and the vessel’s trading certificates are revoked by its flag state following a change in ownership.
Under IFRS 3 Business Combinations, a business is defined as an integrated set of activities and assets that is capable of being conducted and managed for the purpose of providing goods or services to customers, generating investment income (such as dividends or interest) or generating other income from ordinary activities. To be considered a business, a set of activities and assets requires two essential elements, inputs and processes applied to those inputs. A business need not include all the inputs or processes that the seller used in operating that business. However, to be considered a business, the set must include, at a minimum, an input and a substantive process that together significantly contribute to the creation of outputs. IFRS also includes a single or similar asset threshold such that, if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets, the set is not considered a business. We treat the acquisition of a vessel (whether acquired with or without charter) as the acquisition of an asset rather than a business. This is primarily due to the fact that an acquired vessel will not include processes applied to the asset. In addition, many transactions will meet the single or similar asset threshold as the fair value of the vessel, or vessels, is substantially all of the fair value of the gross assets acquired.
Although vessels are generally acquired free of charter, we have agreed to acquire (and may in the future acquire) some vessels with time charters. Where a vessel has been under a voyage charter, the vessel is delivered to the buyer free of charter. 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 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. When we purchase a vessel and assume a related time charter, 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;
•in some cases, 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;
•in some cases, arrange for a new crew for the vessel;
•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.
Inflation
Although inflation has had a moderate impact on our vessel operating expenses, insurance and corporate overheads, management does not consider inflation to be a significant risk to direct costs in the current and foreseeable economic environment. Oil transportation is a specialized area and the number of vessels is increasing. There will therefore be an increased demand for qualified crew and this has and will continue to put inflationary pressure on crew costs. However, in a shipping downturn, costs subject to inflation can usually be controlled because shipping companies typically monitor costs to preserve liquidity and encourage suppliers and service providers to lower rates and prices in the event of a downturn.
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Results of Operations
Total operating revenues and voyage expenses
Change
(in thousands of $) 2025 2024 $ %
Voyage charter revenues 1,882,782 1,955,035 (72,253) (3.7)
Time charter revenues 72,166 85,073 (12,907) (15.2)
Administrative income 10,156 10,277 (121) (1.2)
Total operating revenues 1,965,104 2,050,385 (85,281) (4.2)
Other income 6,069 112,121 (106,052) (94.6)
Voyage expenses and commissions 753,744 773,434 (19,690) (2.5)
Voyage charter revenues decreased in the year ended December 31, 2025 as compared to the year ended December 31, 2024 primarily due to:
•a decrease of $71.9 million due to the sale of four Suezmax tankers and five VLCCs since January 1, 2024,
•a decrease of $56.3 million due to change in market rates, and
•a decrease of $47.6 million as a result of delivery of one Suezmax tanker, two VLCCs and one LR2/Aframax tanker on to short-, and long-term charters between January 2024 and December 2025.
These factors were offset by:
•an increase of $58.1 million due to the acquisition of 13 VLCCs from CMB.TECH since January 1, 2024, and
•an increase of $45.6 million due to the redelivery of three LR2/Aframax tankers and three Suezmax tankers from short-, and long-term time charters to voyage charters between January 2024 and December 2025
Time charter revenues decreased in the year ended December 31, 2025 as compared to the year ended December 31, 2024 primarily due to:
•a decrease of $38.0 million due to the redelivery of three LR2/Aframax tankers and three Suezmax tankers from short- and long-term time charters to voyage charters between January 2024 and December 2025.
This decrease was offset by:
•an increase of $24.8 million due to the delivery of one Suezmax tanker, two VLCCs and one LR2/Aframax tanker on to short-, and long-term charters between January 2024 and December 2025.
Voyage expenses and commissions decreased in the year ended December 31, 2025 as compared to the year ended December 31, 2024 primarily due to:
•a decrease of $23.7 million due to the sale of four Suezmax tankers and five VLCCs since January 1, 2024,
•a decrease of $28.8 million due to fluctuations in bunker prices
•a decrease of $18.5 million as a result of delivery of one Suezmax tanker, two VLCCs and one LR2/Aframax tanker on to short-, and long-term charters between January 2024 and December 2025, and
•a decrease of $4.0 million in commissions as a result of decreased charter rates.
These factors were offset by:
•an increase of $18.2 million due to the acquisition of 13 VLCCs from CMB.TECH since January 1, 2024,
•an increase of $19.4 million due to the redelivery of three LR2/Aframax tankers and three Suezmax tankers from short-, and long-term time charters to voyage charters between January 2024 and December 2025,
•an increase of $8.6 million due to an increase in port costs, and
•an increase of $9.5 million due to the costs incurred under the EU ETS from January 1, 2024.
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Administrative income primarily comprises the income earned from the technical and commercial management of vessels and newbuilding supervision fees derived from related parties, affiliated companies and third parties. The decrease in the year ended December 31, 2025 as compared to the year ended December 31, 2024 was primarily due to:
•a decrease of $0.6 million in technical management fees earned due to a decrease in the number of vessels under technical management.
Partially offset by:
•an increase in newbuilding supervision fees and commercial management fees of $0.2 million, and
•an increase in miscellaneous recharges of $0.3 million.
Other operating income
Change
(in thousands of $) 2025 2024 $ %
Gain on sale of vessels 5,929 112,079 (106,150) (94.7)
Other gains 140 42 98 233.3
6,069 112,121 (106,052) (94.6)
Gain on sale of vessels
In August 2025, the Company entered into an agreement to sell its oldest Suezmax tanker, built in 2011, for a net sale price of $36.4 million. The vessel was delivered to the new owner in September 2025. After repayment of existing debt on the vessel, the transaction generated net cash proceeds of approximately $23.7 million, and the Company recorded a gain of $5.9 million in the third quarter of 2025.
In January 2024, the Company announced that it had entered into an agreement to sell its five oldest VLCCs, built in 2009 and 2010, for an aggregate net sale price of $290.0 million. Three of the vessels were delivered to the new owner during the first quarter of 2024, and the two remaining vessels were delivered in the second quarter of 2024. After repayment of existing debt on the five vessels, the transaction generated net cash proceeds of $208.0 million. The Company recorded a gain of $68.6 million in the year ended December 31, 2024.
In January 2024, the Company entered into an agreement to sell one of its oldest Suezmax tankers, built in 2010, for a net sale price of $45.0 million. The vessel was delivered to the new owner during the second quarter of 2024. After repayment of existing debt on the vessel, the transaction generated net cash proceeds of $32.0 million, and the Company recorded a gain of $11.8 million in the year ended December 31, 2024.
In March 2024, the Company entered into an agreement to sell another one of its oldest Suezmax tankers, built in 2010, for a net sale price of $46.9 million. The vessel was delivered to the new owner during the second quarter of 2024. After repayment of existing debt on the vessel, the transaction generated net cash proceeds of $34.0 million, and the Company recorded a gain of $13.8 million in the year ended December 31, 2024.
In June 2024, the Company entered into an agreement to sell its oldest Suezmax tanker, built in 2010, for a net sale price of $48.5 million. The vessel was delivered to the new owner in October 2024. After repayment of existing debt on the vessel, the transaction generated net cash proceeds of $36.5 million, and the Company recorded a gain of $17.9 million in the year ended December 31, 2024.
Ship operating expenses
Change
(in thousands of $) 2025 2024 $ %
Ship operating expenses 238,850 232,243 6,607 2.8
Ship operating expenses are the direct costs associated with running a vessel and include crew costs, vessel supplies, repairs and maintenance, lubricating oils and insurance.
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Ship operating expenses increased in the year ended December 31, 2025 as compared to the year ended December 31, 2024 primarily due to:
•an increase of $4.7 million due to the acquisition of 13 VLCCs from CMB.TECH since January 1, 2024, and
•an increase of $11.0 million in relation to general cost increases across other categories.
These factors were partially offset by:
•a decrease of $9.1 million due to the sale of four Suezmax tankers and five VLCCs since January 1, 2024.
Administrative expenses
Change
(in thousands of $) 2025 2024 $ %
Administrative expenses 51,367 36,086 15,281 42.3
Administrative expenses increased in the year ended December 31, 2025 as compared to the year ended December 31, 2024 primarily due to:
•a $11.3 million increase in share-based payment expense, resulting from the revaluation of the synthetic option liability based on the increase in quoted share price as at December 31, 2025, and
•a $2.5 million increase in employee and related costs.
Depreciation
Change
(in thousands of $) 2025 2024 $ %
Depreciation 328,460 339,030 (10,570) (3.1)
Depreciation expense decreased in the year ended December 31, 2025 as compared to the year ended December 31, 2024 primarily due to:
•a decrease of $13.8 million due to the sale of four Suezmax tankers and five VLCCs since January 1, 2024.
This factor was offset by:
•an increase of $3.2 million due to the acquisition of 13 VLCCs from CMB.TECH since January 1, 2024.
Finance income
Change
(in thousands of $) 2025 2024 $ %
Interest income 15,690 16,785 (1,095) (6.5)
Foreign currency exchange gain 146 313 (167) (53.4)
15,836 17,098 (1,262) (7.4)
Interest income in the year ended December 31, 2025 and the year ended December 31, 2024 mainly relates to interest received on bank deposits.
Foreign currency exchange differences relate to movements of U.S. dollar against other currencies used in day-to-day transactions.
Finance expense
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Change
(in thousands of $) 2025 2024 $ %
Interest expense 231,055 302,324 (71,269) (23.6)
Foreign exchange loss 205 1,023 (818) (80.0)
Loss/(Gain) on interest rate swaps 778 (9,206) 9,984 (108.5)
Other financial expenses 1,196 947 249 26.3
233,234 295,088 (61,854) (21.0)
Finance expense decreased in the year ended December 31, 2025 as compared to the year ended December 31, 2024 primarily due to:
•a decrease of $63.9 million related to the decrease in interest rates on the Company’s floating rate debt,
•a decrease of $4.1 million in amortization of capitalized loan issuance costs and debt extinguishment losses, and
•a decrease of $3.3 million due to the sale of four Suezmax tankers and five VLCCs since January 1, 2024.
These factors are partially offset by:
•an increase of $10.0 million due to changes in gains and losses on our interest rate swaps.
Gain on marketable securities
Change
(in thousands of $) 2025 2024 $ %
Loss on marketable securities (1,600) (3,405) 1,805 (53.0)
In the year ended December 31, 2025, the Company recognized loss on marketable securities of $1.6 million, primarily due to the loss on securities sold during the year.
In the year ended December 31, 2024, the Company recognized loss on marketable securities of $3.4 million, primarily due to the revaluation of securities held.
Share of results of associated company
Change
(in thousands of $) 2025 2024 $ %
Share of results of associated company 1,059 (599) 1,658 (276.8)
In the year ended December 31, 2025, the Company recognized a share of results of TFG Marine of a $0.1 million profit (2024: $1.7 million loss).
In the year ended December 31, 2025, the Company recognized a share of results of FMS Holdco Limited of a $1.0 million profit (2024: $1.1 million profit).
See Note 14 to our audited Consolidated Financial Statements included herein for further details on our equity method investments.
Dividends received
Change
(in thousands of $) 2025 2024 $ %
Dividends received 4,289 3,535 754 21.3
The increase in dividends received in the year ended December 31, 2025 is due to dividends received from investments in marketable securities.
Tax
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Change
(in thousands of $) 2025 2024 $ %
Income tax expense (6,021) (7,671) 1,650 (21.5)
The decrease in income tax expense in the year ended December 31, 2025 as compared to the year ended December 31, 2024 is due to lower taxable income in Cyprus.
For the discussion of our operating results in 2024 compared with 2023, we refer to “Item 5. Operating and Financial Review and Prospects” included in our annual report on Form 20-F for the year ended December 31, 2024, which was filed with the Commission on April 7, 2025.
Recent accounting pronouncements
See Note 2 to our audited Consolidated Financial Statements included herein.
B. LIQUIDITY AND CAPITAL RESOURCES
We operate in a capital intensive industry and have historically financed our purchase of tankers and other capital expenditures through a combination of cash generated from operations, equity capital and borrowings from commercial banks. Our ability to generate adequate cash flows on a short and medium term basis depends substantially on the trading performance of our vessels in the market. Historically, market rates for charters of our vessels have been volatile. Periodic adjustments to the supply of and demand for oil and product tankers causes the industry to be cyclical in nature. We expect continued volatility in market rates for our vessels in the foreseeable future with a consequent effect on our short and medium term liquidity.
Our funding and treasury activities are conducted within corporate policies to increase investment returns while maintaining appropriate liquidity for our requirements. Cash and cash equivalents are held primarily in U.S. dollars with some balances held in British pounds, Euros, Norwegian kroner and Singapore dollars.
Our short-term liquidity requirements relate to payment of operating costs (including dry docking), funding working capital requirements, repayment of debt financing, payment of newbuilding installments, payment of commitments for upgrading vessels such as for EGCS, BWTS and ongoing decarbonization projects, and maintaining cash reserves against fluctuations in operating cash flows. Sources of short-term liquidity include cash balances, revolving credit facilities. Short-term investments and receipts from our customers. Revenues from time charters are generally received monthly or fortnightly in advance while revenues from voyage charters are received upon completion of the voyage.
As of December 31, 2025 and 2024, we had cash and cash equivalents of $251.3 million and $413.5 million, respectively.
The Company’s loan agreements contain certain financial covenants, including the requirement to maintain a certain level of free cash, positive working capital and a value adjusted equity covenant. Cash and cash equivalents include cash balances of $89.9 million (2024: $92.6 million,), which represents 59% (2024: 50%) of the cash required to be maintained by the financial covenants in our loan agreements. The Company is permitted to satisfy up to 50% of the cash requirements by maintaining a committed undrawn credit facility with a remaining availability of greater than 12 months.
Our interest rate swaps can require us to post cash as collateral based on their fair value. As of December 31, 2025 and 2024, no cash was required to be posted as collateral in relation to our interest rate swaps.
As of December 31, 2025, the Company has agreed to provide a guarantee under a bunker supply arrangement with TFG Marine, a related party. Should TFG Marine be required to provide a parent company guarantee to its bunker suppliers or finance providers then for any guarantee that is provided by the Trafigura Group and becomes payable, Frontline shall pay a pro rata amount based on its share of the equity in TFG Marine. The maximum liability under this guarantee is $6.0 million and there are no amounts payable under this guarantee as at December 31, 2025.
As of December 31, 2025, there are no remaining vessels in the Company’s newbuilding program and there are no remaining newbuilding commitments.
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In December 2025, the Company entered into agreements to sell eight of our oldest first-generation ECO VLCCs, built between 2015 and 2016 to an unrelated third party, for a total sales price of $831.5 million. The vessels were delivered to the new owner during the first quarter of 2026. After commissions and repayment of existing debt on the vessels, the transaction is expected to generate net cash proceeds of approximately $477.2 million and the Company expects to record a gain in the first quarter of 2026 of approximately $212.0 million.
In January 2026, the Company announced that it had entered into agreements to acquire nine latest generation scrubber-fitted ECO VLCC newbuildings from affiliates of Hemen, for an aggregate purchase price of $1,224.0 million. Of these nine vessels, six are currently under construction at the Hengli shipyard and three at the Dalian shipyard in China. The delivery schedule for the vessels is attractive, with two vessels expected in the second quarter of 2026, four vessels expected in the third quarter of 2026, two vessels expected in the fourth quarter of 2026 and the final vessel expected in the second quarter of 2027. The payment schedule for these acquisitions is weighted towards delivery, with the largest portion of the instalments due upon delivery of each vessel. The Company intends to finance this acquisition with cash and long-term debt financing. The acquisition remains subject to certain closing conditions, in line with industry standards.
In January 2026, the Company prepaid a further $31.3 million under its reducing revolving credit facilities. In January 2026, the Company drew down $151.6 million to finance the initial installments due in relation to the nine newbuildings to be acquired from Hemen and subsequently repaid this amount in early February 2026. As of March 27, 2026, $473.1 million remains available and undrawn under our reducing revolving credit facilities.
In January 2026, the Company entered into one year time charter-out agreements for seven of our VLCCs, built between 2016 and 2018, at an average rate of $76,900 per day per vessel. The charters for three vessels commenced in the first quarter of 2026, and the remaining four charters are expected to commence in April 2026.
In February 2026, the Company entered into one-year time charter-out agreement for one of our VLCCs, built in 2019, at a rate of $93,500 per day per vessel. The charter is expected to commence in late February.
In February 2026, the Board of Directors declared a dividend of $1.03 per share for the fourth quarter of 2025. The record date for the dividend was March 12, 2026, the ex-dividend date was March 12, 2026, for shares listed on the New York Stock Exchange and March 11, 2026, for shares listed on the Oslo Stock Exchange, and the dividend was paid on March 19, 2026.
We believe that cash on hand, working capital and borrowings under our current and committed credit facilities, along with cash generated from operating activities will be sufficient to fund our requirements for, at least, the twelve months from the date of this annual report.
Medium to Long-term Liquidity and Cash Requirements
Our medium and long-term liquidity requirements include funding the equity portion of investments in new or replacement vessels and repayment of bank loans. Additional sources of funding for our medium and long-term liquidity requirements include cash flows from operations, new loans, refinancing of existing arrangements, equity issues, public and private debt offerings, vessel sales, sale and leaseback arrangements and asset sales.
Cash Flows
The following table summarizes our cash flows from operating, investing and financing activities for the periods indicated.
(in thousands of $) 2025 2024
Net cash provided by operating activities 682,460 736,412
Net cash provided by (used in) investing activities 24,979 (483,398)
Net cash used in financing activities (869,624) (147,804)
Net change in cash and cash equivalents (162,185) 105,210
Cash and cash equivalents at beginning of year 413,532 308,322
Cash and cash equivalents at end of year 251,347 413,532
Net cash provided by operating activities
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Net cash provided by operating activities decreased by $54.0 million in the year ended December 31, 2025 as compared to the year ended December 31, 2024.
Net cash provided by operating activities was primarily impacted by: (i) overall market conditions as reflected by TCE rates, including whether our vessels were operated under time charters or voyage charters, (ii) the size and composition of our fleet that we own, lease and charter-in, and (iii) changes in operating assets and liabilities.
i.Our reliance on the spot market contributes to fluctuations in cash flows from operating activities as a result of its exposure to highly cyclical tanker rates. Any increase or decrease in the average TCE rates earned by our vessels will have a positive or negative comparative impact, respectively, on the amount of cash provided by operating activities. TCE represents operating revenues less other income and voyage expenses. TCE is therefore impacted by both movements in operating revenues, as determined by market freight rates, and voyage expenses, which are primarily comprised of bunker expenses, port charges and canal tolls. In 2025, average market quoted TCE rates showed a small increase for VLCCs, however decreased for Suezmax tankers and LR2 product tankers as compared to 2024, see “Item 5. Operating Financial Review and Prospects - A. Operating Results”. The net decrease in average quoted market rates led to a $56.0 million decrease in cash provided by operating activities for the year ended December 31, 2025. In addition, a net decrease in voyage expenses, primarily due to the fluctuation in bunker prices and lower commissions and port costs, also a component of TCE, in 2025 compared to 2024, resulting in a $17.1 million increase in cash provided by operating activities. Changes in the mix of vessels operating in the spot market versus short-, and long-term charters between January 2024 and December 2025 resulted a $16.3 million decrease in cash provided by operating activities.
ii.Detailed information on the size and composition of our fleet, along with whether our vessels were operated under time charters or voyage charters, including changes between the periods presented, is disclosed in “Item 5. Operating Financial Review and Prospects - A. Operating Results”. Changes in the size and composition of our fleet resulted in a net decrease in cash provided by operating activities of $0.7 million. The decrease is primarily due to the sale of four Suezmax tankers and five VLCCs, offset by the acquisition of 13 VLCCs from CMB.TECH between January 1, 2024 and December 31, 2025. These changes led to a decrease of $13.9 million in cash received from revenues. The aforementioned decrease was partially offset by the decrease in cash paid for voyage expenses, ship operating expenses and interest expense of $13.1 million.
iii.Changes in operating assets and liabilities resulted in a decrease in cash provided by operating activities of $27.8 million. The movement in working capital balances are impacted by the timing of voyages, and also by the timing of fueling and consumption of fuel on board our vessels. Revenues for vessels that operate under time charters are typically billed in advance, whereas revenues under voyage charters are typically billed upon completion of a voyage.
In addition to the above factors, net cash provided by operating activities decreased due to the following:
•a decrease of $10.4 million due to lower interest received due to lower cash balances and lower interest rates,
•a decrease of $9.9 million due to higher ship operating expenses,
•a decrease of $8.1 million in relation to the settlement of synthetic share options,
•an increase of $55.2 million due to a decrease in interest expense and debt issuance costs primarily as a result of repayments on the Company’s fixed and floating rate facilities, and
•an increase of $4.5 million in dividends received.
Net cash provided by investing activities
Net cash provided by investing activities of $25.0 million in 2025 comprised mainly of:
•$37.2 million proceeds from the sale of one Suezmax tanker, and
•$0.4 million proceeds from sale of marketable securities.
This was offset by:
•additions to vessels and equipment of $12.5 million, consisting of $8.0 million capitalized dry docking costs and $4.5 million paid for various vessel upgrades.
Net cash used in investing activities of $483.4 million in 2024 comprised mainly of:
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•additions to vessels and equipment of $915.2 million, consisting of $884.5 million in relation to the remaining 13 VLCCs acquired from CMB.TECH in 2024, $22.4 million capitalized dry docking costs and $8.3 million paid for various vessel upgrades.
This was offset by:
•$431.9 million proceeds from the sale of five VLCCs and three Suezmax tankers.
Net cash used in financing activities
Net cash used by financing activities in 2025 of $869.6 million was primarily due to:
•debt repayments of $2,095.9 million,
•cash dividends paid of $207.0 million, and
•lease repayments of $0.4 million.
These items were partially offset by:
•debt drawdowns of $1,433.7 million.
Net cash used by financing activities in 2024 of $147.8 million was primarily due to:
•debt repayments of $1,880.1 million,
•cash dividends of $434.1 million paid, and
•lease repayments of $0.9 million.
These items were partially offset by:
•debt drawdowns of $2,167.3 million.
Equity
Authorized capitalization
The authorized share capital of the Company as of December 31, 2025 is $600,000,000 (2024: $600,000,000) divided into 600,000,000 shares (2024: 600,000,000) of $1.00 nominal value each, of which 222,622,889 shares (December 31, 2024: 222,622,889 shares) of $1.00 nominal value each are in issue and fully paid.
Reconciliation of the Number of Ordinary Shares Outstanding through December 31, 2025
Shares outstanding at December 31, 2023, 2024 and 2025 222,622,889
Borrowing Activities
See Note 16. to our audited Consolidated Financial Statements included herein for further details on the Company’s borrowing activities.
Debt restrictions
The Company’s loan agreements contain loan-to-value clauses, which could require the Company to post additional collateral or prepay a portion of the outstanding borrowings should the value of the vessels securing borrowings under each of such agreements decrease below required levels. In addition, the loan agreements contain certain financial covenants, including the requirement to maintain a certain level of free cash, positive working capital and a value adjusted equity covenant. Cash and cash equivalents include cash balances of $89.9 million (2024: $92.6 million), which represents 59% (2024: 50%) of the cash required to be maintained by the financial covenants in our loan agreements. The Company is permitted to satisfy up to 50% of the cash requirements by maintaining a committed undrawn credit facility with a remaining availability of greater than 12
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months.
Failure to comply with any of the covenants in the loan agreements could result in a default, which would permit the lender to accelerate the maturity of the debt and to foreclose upon any collateral securing the debt. Under those circumstances, the Company might not have sufficient funds or other resources to satisfy its obligations. The Company was in compliance with all of the financial covenants contained in the Company’s loan agreements as of December 31, 2025 and 2024.
C. RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES, ETC.
We do not undertake any significant expenditures on research and development, and have no significant interests in patents or licenses.
D. TREND INFORMATION
The oil tanker and product tanker industry has been highly cyclical, experiencing volatility in charter hire rates and vessel values resulting from changes in the supply of and demand for crude oil and tanker capacity. See “Item 5. Operating and Financial Review and Prospects – A. Operating Results”.
E. CRITICAL ACCOUNTING ESTIMATES
The preparation of our financial statements in accordance with IFRS requires that management make estimates and assumptions affecting the reported amounts of assets and liabilities and 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.
See Note 2. to our audited Consolidated Financial Statements included herein for details of all of our material accounting policies, including the accounting policies that are the most critical in fully understanding and evaluating our reported financial results as they require a higher degree of judgment in their application resulting from the need to make estimates about the effect of matters that are inherently uncertain.