​ The following discussion and analysis should be read in conjunction with our consolidated financial statements, accompanying notes thereto and other financial information, appearing elsewhere in this Annual Report. The consolidated financial statements as of and for the years ended December 31, 2025, 2024, and 2023, have been prepared in accordance with U.S. GAAP. The consolidated financial statements are presented in U.S. dollars unless otherwise indicated. ​ Please see Item 5 (“Operating and Financial Review and Prospects”) in our Annual Report on Form 20-F for the year ended December 31, 2024 for a discussion of our results of operations for the year ended December 31, 2023. ​ General ​ We are Ardmore Shipping Corporation, a company incorporated in the Republic of the Marshall Islands. We provide seaborne transportation of petroleum products and chemicals worldwide to oil majors, national oil companies, oil and chemical traders, and chemical companies, with our modern, fuel-efficient fleet of mid-size product and chemical tankers. ​ We are commercially independent as we have no blanket employment arrangements with third-party or related-party commercial managers. We market our services directly to our broad range of customers and commercial pool operators. ​ Our Charters ​ We generate revenue by charging customers for the transportation of their petroleum and chemical products using our vessels. Historically, these services generally have been provided under the following basic types of contractual arrangements: ​ ● Spot Charter. We arrange spot employment for our vessels in-house. We are responsible for all costs associated with operating the vessel, including vessel operating expenses and voyage expenses. ​ ● Time Charter. Vessels we operate, and for which we are responsible for crewing and for paying other vessel operating expenses (such as repairs and maintenance, insurance, stores, lube oils, communication expenses) and technical management fees, are chartered to customers for a fixed period of time at rates that are generally fixed, but may contain a variable component based on inflation, interest rates, or current market rates. ​ ● Commercial Pooling Arrangements. Our vessels are pooled together with a group of other similar vessels for economies of scale and the earnings are pooled and distributed to the vessel owners according to a prearranged agreement. ​ The table below illustrates the primary distinctions among these types of charters and contracts. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Time Charter ​ ​ ​ Commercial Pool ​ ​ ​ Spot Charter Typical contract length 1 – 5 years Indefinite Single voyage Hire rate basis(1) Daily Varies (daily rate reported) Varies Voyage expenses(2) Charterer pays Pool pays We pay Vessel operating expenses(3) We pay We pay We pay Off-hire(4) We pay We pay We pay (1) “Hire rate” refers to the basic payment from the charterer for the use of the vessel. (2) “Voyage expenses” are all expenses related to a particular voyage, which include, among other things, bunkers and port/canal costs. (3) “Vessel operating expenses” are costs of operating a vessel that are incurred during a charter, including costs of crewing, repairs and maintenance, insurance, stores, lube oils, communication expenses, and technical management fees. (4) “Off-hire” refers to the time a vessel is not available for service, due primarily to scheduled and unscheduled repairs or drydocking. 69 Table of Contents ​ Recent Developments ​ Fleet ​ During the second quarter of 2025, we agreed to acquire three modern, high-quality, Korean-built MR tankers in two separate transactions: one 2020-built scrubber-installed vessel for $38.3 million and two 2017-built vessels for $32.8 million each, for an aggregate purchase price of $103.9 million. We took delivery of all three vessels during the third quarter of 2025. This transaction was financed by cash on hand and borrowings under revolving credit facilities, maintaining a modest leverage level while lowering average fleet age. ​ While we primarily trade our fleet in the spot market, we enhanced our fixed-coverage during the year ended December 31, 2025, with top-tier oil majors and a leading chemical producer. In total, we currently have four MR tankers employed on time charter at an average rate of $22,650 per day, and one chemical tanker on a three-year time charter at $19,250 per day – bringing our fixed-rate coverage to five vessels. ​ Financing ​ In July 2025, we closed a $350 million revolving credit facility on favorable terms, secured by 20 of our owned vessels. The facility is priced at SOFR plus a margin of 1.80% and matures in 2031. The bank group in the revolving credit facility is comprised of Nordea Bank, Skandinaviska Enskilda Banken AB (publ), ABN AMRO Bank, and Danske Bank A/S. ​ Preferred Stock Redemption ​ On October 31, 2025, we redeemed all of our then outstanding shares of our Series A Preferred Stock for $30.6 million, which represents the stipulated redemption price of 102% of the liquidation preference per share. ​ Leadership Transitions ​ Effective January 1, 2026, Robert Gaina (previously Senior Vice President, Commercial) assumed the role of Chief Operating Officer following Mark Cameron's long-planned retirement. Effective July 1, 2025, John Russell was appointed as Chief Financial Officer. Please see Item 6 (“Directors, Senior Management and Employees”) of this Annual Report for biographical information about Mr. Gaina and Mr. Russell. ​ Geopolitical Conflicts ​ Geopolitical tensions have increased with the recent commencement of the U.S., Israel-Iran conflict and the Hamas-Israel conflict, which began in October 2023. These developments have heightened security risks throughout the Middle East. These conflicts together with the numerous attacks on vessels in the Red Sea by Houthi rebels in Yemen since mid-December 2023 and the elevated risks in the Strait of Hormuz have caused many shipping companies to reroute vessels away from these critical waterways. This rerouting has significantly affected trading patterns, freight rates, and voyage expenses. The ongoing Russia-Ukraine conflict also continues to disrupt energy supply chains and global oil trading patterns, contributing to volatility in tanker demand and spot rates through sanctions, price caps, and export controls. In addition, the U.S. miliary operation in Venezuela, including the U.S.’ recent seizures of certain sanctioned oil tankers calling on Venezuelan ports, has similarly added uncertainty in that region and caused some tankers to re-route or delay voyages. Continuing instability or any further escalation or expansion of hostilities in the Middle East, Venezuela, or elsewhere could continue to affect the price of crude oil and the oil industry, the tanker industry, and demand for our services. Geopolitical and Economic Uncertainty In recent months, governments have taken actions to implement new or increased tariffs on foreign imports and port fees. These activities have resulted in tariffs being levied on various goods and commodities, which may trigger an escalation of trade wars. These actions have been disruptive to global markets, resulting in significant volatility in stock and commodity prices and an increase in general global economic uncertainty, including the risk of economic recessions. As a result of this rapidly changing and unpredictable geopolitical climate, the shipping industry is experiencing uncertainty as to future vessel demand, trade routes, rates, and operating costs. 70 Table of Contents ​ A. Operating Results ​ Important Financial and Operational Terms and Concepts ​ We use a variety of financial and operational terms and concepts. These include the following: ​ Revenue. Revenue is generated from spot charter arrangements and time charter arrangements. Revenue is affected by hire rates and the number of days a vessel operates. ​ Revenue is also affected by the mix of business among spot charter arrangements and time charter arrangements. Revenue from vessels employed in the spot market is more volatile, as it is typically tied to prevailing market rates. ​ Voyage Expenses. Voyage expenses are all expenses related to a particular voyage, which include, among other things, bunkers, port costs, agency and broker commissions. These expenses are subtracted from revenue to calculate TCE rates (as defined below). ​ Vessel Operating Expenses. We are responsible for vessel operating expenses, which include crew, repairs and maintenance and insurance costs, and fees paid to technical managers of our vessels. The largest components of our vessel operating expenses are generally crew costs and repairs and maintenance. We expect these expenses to increase as our fleet matures and to the extent that it expands. ​ Drydocking. We must periodically drydock each of our vessels for inspection, and any modifications to comply with industry certification or governmental requirements. Generally, each vessel is drydocked every 30 to 60 months. The deferred expenditures of drydockings for a given vessel are amortized on a straight-line basis to the next scheduled drydocking of the vessel. ​ Depreciation. Depreciation expense typically consists of charges related to the depreciation of the historical cost of our fleet (less an estimated residual value) over the estimated useful lives of the vessels and charges relating to the depreciation of upgrades to vessels, which are depreciated over the shorter of the vessel’s remaining useful life or the life of the renewal or upgrade. We depreciate our vessels over an estimated useful life of 25 years from the vessel’s initial delivery from the shipyard, on a straight-line basis to their residual scrap value. Since January 1, 2023, depreciation has been based on cost less the estimated residual scrap value of $400 per lightweight ton (“lwt”). ​ Amortization of Deferred Drydock Expenditures. Amortization of deferred drydock expenditures relates to the amortization of drydocking expenditures over the estimated period to the next scheduled drydocking on a straight-line basis. ​ Time Charter Equivalent (“TCE”) Rate. TCE rate, a non-GAAP measure, represents voyage revenues less voyage expenses divided by revenue days. We principally use TCE, a non-GAAP financial measure, because we believe it provides additional meaningful information to us about the deployment of our vessels and their performance than revenue, the most directly comparable financial measure under U.S. GAAP. TCE is determined on a discharge-to-discharge basis, which is different from how we record revenue under U.S. GAAP. Under discharge-to-discharge, revenue is recognized beginning from the discharge of cargo from the prior voyage to the anticipated discharge of cargo in the current voyage, and voyage expenses are recognized as incurred. ​ Revenue Days. Revenue days are the total number of calendar days our vessels were in our possession during a period, less the total number of off-hire days during the period generally associated with repairs or drydockings and idle days associated with repositioning of vessels held for sale. ​ Operating Days. Operating days are the number of days our vessels are in operation during the year. Where a vessel is under our ownership for a full year, operating days will generally equal calendar days. Days when a vessel is in drydock are included in the calculation of operating days, as we incur operating expenses while in drydock. 71 Table of Contents ​ Factors You Should Consider When Evaluating Our Results ​ We face a number of risks associated with our business and industry and must overcome a variety of challenges to utilize our strengths and implement our business strategy. These risks include, among others: the highly cyclical tanker industry; our dependence on spot charters; fluctuating charter values; changing economic, political and governmental conditions and conflicts affecting our industry and business, including changes in energy prices; the ongoing energy transition; material changes in applicable laws and regulations, including climate-change regulations; level of performance by counterparties, particularly charterers; acquisitions and dispositions; increased operating expenses; capital expenditures; taxes; maintaining customer relationships; maintaining sufficient liquidity; financing availability and terms; and management turnover. ​ Ship-owners base economic decisions regarding the deployment of their vessels upon actual and anticipated TCE rates, and industry analysts typically measure rates in terms of TCE rates. This is because under time charters the customer typically pays the voyage expenses, while under voyage charters, also known as spot market charters, the shipowner usually pays the voyage expenses. Accordingly, the discussion of revenue below focuses on TCE rates where applicable. ​ Fleet Growth ​ As of March 6, 2026, our owned fleet consists of 25 eco-design product and chemical tankers all of which are in operation. We acquired 11 of our vessels as second-hand vessels and 14 as newbuilding vessels, all of which were upgraded to increase efficiency and improve performance. ​ In 2023, 2024, and 2025 we paid $20.6 million, $61.0 million, and $114.5 million respectively, for vessel acquisitions and vessel equipment. ​ As of December 31, 2010, our operating fleet consisted of four vessels. From 2011 through December 31, 2021, our owned fleet grew on a net basis to 25 vessels, excluding chartered-in vessels. During 2022, we sold three MR product tankers and subsequently chartered them in for a period of 36 months. During 2023, we did not sell or purchase any vessels. In 2024, we sold one MR product tanker, the Ardmore Seafarer, and purchased one MR product tanker, the Ardmore Gibraltar. In 2025, we purchased three MR product tankers: the Ardmore Purpose, Ardmore Pursuit, and Ardmore Persistence. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 72 Table of Contents ​ Operating Results Year Ended December 31, 2025 Compared With Year Ended December 31, 2024 ​ The table below presents our operating results for the years ended December 31, 2025 and 2024 and includes related disclosure about year-to-year changes. ​ Consolidated Statements of Operations Data for the Years Ended December 31, 2025 and December 31, 2024 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ ​ Variance ​ ​ ​ Variance (%) In thousands of U.S. Dollars ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ ​ ​ ​ ​ ​ Revenue, net ​ $ 310,197 ​ 405,784 ​ (95,587) ​ (24%) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Voyage expenses ​ (114,361) ​ (132,612) ​ 18,251 ​ 14% Vessel operating expenses ​ (66,159) ​ (60,254) ​ (5,905) ​ (10%) Time charter-in ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating expense component ​ ​ (9,382) ​ (11,828) ​ 2,446 ​ 21% Vessel lease expense component ​ ​ (8,632) ​ (10,883) ​ 2,251 ​ 21% Depreciation ​ (33,849) ​ (30,244) ​ (3,605) ​ (12%) Amortization of deferred drydock expenditures ​ (5,558) ​ (3,636) ​ (1,922) ​ (53%) General and administrative expenses ​ ​ ​ ​ ​ ​ ​ ​ Corporate ​ (20,361) ​ (23,439) ​ 3,078 ​ 13% Commercial and chartering ​ (4,712) ​ (4,601) ​ (111) ​ (2%) Gain on vessel sold ​ — ​ 12,322 ​ (12,322) ​ (100%) Unrealized gains on derivatives ​ ​ 6 ​ 655 ​ (649) ​ (99%) Interest expense and finance costs ​ (6,112) ​ (6,778) ​ 666 ​ 10% Loss on extinguishment of debt ​ ​ (469) ​ — ​ (469) ​ 100% Gain on extinguishment of finance leases ​ ​ — ​ 1,432 ​ (1,432) ​ (100%) Interest income ​ 955 ​ 1,817 ​ (862) ​ (47%) Income before taxes ​ 41,563 ​ 137,735 ​ (96,172) ​ (70%) Income tax ​ (241) ​ (215) ​ (26) ​ (12%) Loss from equity method investments ​ ​ (308) ​ (4,514) ​ 4,206 ​ 93% Net Income ​ $ 41,014 ​ 133,006 ​ (91,992) ​ (69%) Preferred dividends ​ ​ (2,724) ​ (3,660) ​ 936 ​ 26% Extinguishment of preferred stock ​ ​ (2,218) ​ (739) ​ (1,479) ​ (200%) Net Income attributable to common stockholders ​ ​ 36,072 ​ 128,607 ​ (92,535) ​ (72%) ​ Revenue, net. Revenue, net for the year ended December 31, 2025 was $310.2 million, a decrease of $95.6 million from $405.8 million for the year ended December 31, 2024. ​ Our average number of operating vessels increased to 26.2 for the year ended December 31, 2025, from 26.0 for the year ended December 31, 2024. ​ We had five product tankers and one chemical tanker employed under long-term time charters (i.e. greater than three months duration) as of December 31, 2025 as compared to one product tanker as of December 31, 2024. We consider employment under voyage charters, trip charters, and time charters of less than three months duration as being employed in the spot market. ​ We had 7,744 spot revenue days for the year ended December 31, 2025, as compared to 8,832 for the year ended December 31, 2024. We had 19 vessels employed directly in the spot market as of December 31, 2025 and 25 vessels employed directly in the spot market as of December 31, 2024. The reduction in spot revenue days reflects both the heavier drydocking program in 2025 and the lower number of vessels trading in the spot market. Decreases in spot rates resulted in a decrease of revenue of $58.1 million in 2025, while the reduction in spot revenue days resulted in a decrease in revenue of $48.3 million. 73 Table of Contents ​ Revenue days derived from time charters were 1,144 for the year ended December 31, 2025, as compared to 399 for the year ended December 31, 2024. The increase in revenue days for long term time-chartered vessels resulted in an increase in revenue of $10.8 million in 2025. ​ Voyage Expenses. Voyage expenses were $114.4 million for the year ended December 31, 2025, a decrease of $18.3 million from $132.6 million for the year ended December 31, 2024. The decrease is primarily driven by a $13.3 million reduction in bunker prices, together with lower bunker consumption of $8.0 million resulting from fewer spot trading days, partially offset by a $3.0 million increase in port, agency and broker commissions during the year ended December 31, 2025. ​ TCE Rate. The average TCE rate for our fleet was $22,562 per day for the year ended December 31, 2025, a decrease of $7,699 per day from $30,261 per day for the year ended December 31, 2024. The decrease in average TCE rate was the result of lower spot rates, and in line with market rates decrease for the year ended December 31, 2025, as compared to the year ended December 31, 2024. ​ Vessel Operating Expenses. Vessel operating expenses were $66.2 million for the year ended December 31, 2025, an increase of $5.9 million from $60.3 million for the year ended December 31, 2024. The primary driver of this increase was the addition of three vessels to our fleet during 2025. Vessel operating expenses, by their nature, are prone to fluctuations between periods. Average fleet operating expenses per day, including technical management fees, were $7,615 for the year ended December 31, 2025, as compared to $7,264 for the year ended December 31, 2024. ​ Charter Hire Costs. Total charter hire expenses were $18.0 million for the year ended December 31, 2025, a decrease of $4.7 million from $22.7 million for the year ended December 31, 2024. This decrease is the result of three chartered-in vessels being returned to their owner during the year ended December 31, 2025. Total charter hire expenses in 2025 were comprised of an operating expense component of $9.4 million and a vessel lease expense component of $8.6 million. ​ Depreciation. Depreciation expense for the year ended December 31, 2025 was $33.8 million, an increase of $3.6 million from $30.2 million for the year ended December 31, 2024. This increase is primarily attributable to the purchase of the Ardmore Purpose, Ardmore Pursuit, and Ardmore Persistence in the third quarter of 2025, as well as the installation of vessel equipment and scrubber systems on multiple vessels in connection with their most recent drydocking cycle during the year ended December 31, 2025. ​ Amortization of Deferred Drydock Expenditures. Amortization of deferred drydock expenditures for the year ended December 31, 2025 was $5.6 million, compared to $3.6 million for the year ended December 31, 2024. This increase is due to the completion of a significant drydocking cycle during 2025. The deferred costs of drydockings for a given vessel are amortized on a straight-line basis to the next scheduled drydocking of the vessel. ​ General and Administrative Expenses: Corporate. Corporate-related general and administrative expenses for the year ended December 31, 2025 were $20.4 million, a decrease of $3.0 million from $23.4 million for the year ended December 31, 2024. The decrease in corporate-related general and administrative expenses is primarily due to a decrease in variable-based compensation and one-time expense associated with Ardmore’s leadership transition in 2025. ​ General and Administrative Expenses: Commercial and Chartering. Commercial and chartering expenses are the expenses attributable to our chartering and commercial operations departments in connection with our spot trading activities. Commercial and chartering expenses for the year ended December 31, 2025 were $4.7 million, generally consistent with $4.6 million for the year ended December 31, 2024. ​ Gain on Vessel Sold. We did not sell any vessels during the year ended December 31, 2025. Gain on vessel sold for the year ended December 31, 2024 was $12.3 million. This relates to the sale of the Ardmore Seafarer in April 2024. ​ 74 Table of Contents ​ Unrealized gains on Derivatives. We had an insignificant gain on derivatives during the year ended December 31, 2025. Unrealized gains on derivatives were $0.7 million for the year ended December 31, 2024. The gain for the year ended December 31, 2024 relates to a decrease in the fair value of the liability in respect of a profit interest granted by us in 2021 relating to our investment in Element 1 Corp. ​ Interest Expense and Finance Costs. Interest expense and finance costs include loan interest, and amortization of deferred finance fees. Interest expense and finance costs for the year ended December 31, 2025 were $6.1 million, a decrease of $0.7 million from $6.8 million for the year ended December 31, 2024. This decrease was due to prepayment of finance leases during the year ended December 31, 2024, which resulted in lower interest expense and finance costs during the year ended December 31, 2025. Amortization of deferred finance fees for the year ended December 31, 2025 was $1.0 million, generally consistent with $1.1 million for the year ended December 31, 2024. ​ Loss on Extinguishment of Debt. We recorded a loss on extinguishment of debt of $0.5 million during the year ended December 31, 2025. Loss on extinguishment of debt relates to the partial write-off of deferred finance fees associated with one of our previous revolving credit facilities. We recorded no gain or loss on extinguishment of debt during the year ended December 31, 2024. ​ Gain on Extinguishment of Finance Leases. We did not record a gain or loss on extinguishment of finance leases during the year ended December 31, 2025. As a result of our early prepayment of finance leases related to our exercise of vessel purchase options for the Ardmore Seawolf and Ardmore Seahawk, we recorded a gain on extinguishment of $1.4 million for the year ended December 31, 2024. ​ Loss From Equity Method Investments. During the year ended December 31, 2025, we did not recognize any impairment loss related to our equity method investment in Element 1 Corp., compared to an impairment loss of $4.4 million for the year ended December 31, 2024. The impairment was assessed based on market conditions and the financial performance of Element 1 Corp. The impairment loss is included in loss from equity method investments in the consolidated statements of operations. Extinguishment of Preferred Stock. During the year ended December 31, 2025, we redeemed the remainder of our Series A Preferred Stock. As the fair value of the preferred stock redemption was greater than the carrying amount, we recognized an expense of $2.2 million, which is recorded in extinguishment of preferred stock in the consolidated statements of operation for the year ended December 31, 2025. During the year ended December 31, 2024, we recorded an expense of $0.7 million on extinguishment of preferred stock relating to a partial redemption of outstanding shares of preferred stock. Year Ended December 31, 2024 Compared With Year Ended December 31, 2023 For a discussion of our operating results for the year ended December 31, 2024 compared with the year ended December 31, 2023, please see "Item 5 – Recent Developments and Results of Operations" in our Annual Report on Form 20-F for the year ended December 31, 2024. ​ B. Liquidity and Capital Resources ​ Our primary sources of liquidity are cash and cash equivalents, cash flows provided by our operations, our undrawn credit facilities, and capital raised through financing transactions. As of December 31, 2025 we had $272.2 million in liquidity available, with cash and cash equivalents of $46.8 million (December 31, 2024: $47.0 million) and amounts available and undrawn under our revolving credit facilities of $225.4 million (December 31, 2024: $196.4 million). We believe that our working capital, together with expected cash flows from operations will be sufficient for our present requirements. ​ Our short-term liquidity requirements include the payment of operating expenses (including voyage expenses and bunkers from spot chartering our vessels), drydocking expenditures, debt servicing costs, operating lease payments, quarterly cash dividends on our shares of common stock, as well as funding our other working capital requirements. Prior to the full redemption of our outstanding shares of Series A Preferred Stock on October 31, 2025, these requirements also included cash dividends on such shares. 75 Table of Contents ​ Our short-term and spot charters contribute to the volatility of our net operating cash flow, and thus our ability to generate sufficient cash flows to meet our short-term liquidity needs. Historically, the tanker industry has been cyclical, experiencing volatility in profitability and asset values resulting from changes in the supply of, and demand for, vessel capacity. In addition, tanker spot markets historically have exhibited seasonal variations in charter rates. Tanker spot markets are typically stronger in the winter months as a result of increased oil consumption in the northern hemisphere and unpredictable weather patterns that tend to disrupt vessel scheduling. ​ Time charters provide contracted revenue that may reduce the volatility (as rates can fluctuate within months) and seasonality from revenue generated by vessels that operate in the spot market. Spot charters preserve flexibility to take advantage of increasing rate environments, but also expose the ship-owner to decreasing rate environments. Variability in our net operating cash flow also reflects changes in interest rates, fluctuations in working capital balances, the timing and the amount of drydocking expenditures, repairs and maintenance activities and the average number of vessels in service. The number of vessel drydockings tends to vary each period depending on the vessel's maintenance schedule and required maintenance. ​ Our primary known and estimated liquidity needs for 2026 include debt service costs ($4.3 million), operating lease payments ($0.6 million), drydocking expenditures ($0.3 million), variable quarterly common stock dividend distributions, and the funding of general working capital requirements and funding any common stock repurchases we may undertake. ​ For at least the one-year period following the filing of this Annual Report, we expect that our existing liquidity, combined with the cash flow we expect to generate from our operations, will be sufficient to finance our liquidity needs. ​ Our long-term capital needs are primarily for capital expenditures and debt repayment and any potential future finance lease payments. Our long-term known and estimated liquidity needs beyond 2026 include scheduled repayments and maturities of long-term debt, forecasted drydock expenditures, debt service costs, operating lease payments, and quarterly common stock dividend distributions. Additional information on our annual scheduled obligations under our debt and operating leases are described in Notes 6 (“Debt”) and 8 (“Operating leases”) to our consolidated financial statements included in Item 18 of this Annual Report. Debt service costs are estimated based on assumed Secured Overnight Financing Rate (“SOFR”) forward curve rates. Generally, we expect that our long-term sources of funds will be cash balances, long-term bank borrowings, and other debt or equity financings. ​ We expect that we will rely upon internal and external financing sources, including, cash balances, bank borrowings, lease financings, and the issuance of debt and equity securities, to fund vessel acquisitions or newbuildings and expansion capital expenditures. ​ Our credit facilities are described in Note 6 (“Debt”) to our consolidated financial statements included in Item 18 of this Annual Report. Our financing facilities contain covenants and other restrictions we believe are typical of debt financing collateralized by vessels, including those that restrict the relevant subsidiaries from incurring or guaranteeing additional indebtedness, granting certain liens, and selling, transferring, assigning or conveying assets. Our financing facilities do not impose a restriction on dividends, distributions, or returns of capital unless an event of default has occurred, is continuing or will result from such payment. The majority of our financing facilities require us to maintain various financial covenants. Should we not meet these financial covenants or other covenants, the lenders may declare our obligations under the agreements immediately due and payable, and terminate any further loan commitments, which would significantly affect our short-term liquidity requirements. As of December 31, 2025, we were in compliance with all covenants relating to our financing facilities. ​ Our debt facilities typically require us to make interest payments based on SOFR. Significant increases in interest rates could adversely affect results of operations and our ability to service our debt. As part of our strategy to minimize financial risk, we may from time to time use interest rate swaps to reduce our exposure to market risk from changes in interest rates; however, we did not have any interest rate swap agreements in effect as of December 31, 2025 or December 31, 2024. ​ 76 Table of Contents ​ Cash Flow Data for the Years Ended December 31, 2025 and 2024 ​ ​ ​ ​ ​ ​ ​ In thousands of U.S. Dollars ​ ​ ​ For the Years Ending December 31, CASH FLOW DATA ​ ​ ​ 2025 ​ ​ ​ 2024 Net cash provided by operating activities ​ $ 81,649 ​ 160,445 Net cash (used in) investing activities ​ $ (121,003) ​ (32,973) Net cash provided by / (used in) financing activities ​ $ 39,211 ​ (127,289) ​ ​ Cash provided by operating activities ​ Changes in net cash flow from operating activities primarily reflect changes in fleet size, fluctuations in spot tanker rates, changes in interest rates, fluctuations in working capital balances, and the timing and the amount of drydocking expenditures, repairs, and maintenance activities. ​ For the year ended December 31, 2025, cash flow provided by operating activities was $81.6 million. The movement in net cash provided by operating activities was primarily due to net income of $41.0 million for the year ended December 31, 2025. Non-cash items resulted in an inflow of $44.2 million, which was partially offset by drydock payments of $15.9 million. Working capital changes resulted in an inflow of $12.3 million during the year ended December 31, 2025. ​ For the year ended December 31, 2024, cash flow provided by operating activities was $160.4 million. The movement in net cash provided by operating activities was primarily due to net income of $133.0 million for the year ended December 31, 2024, which included a gain on the sale of the Ardmore Seafarer of $12.3 million, and debt extinguishment of $1.4 million, partially offset by working capital changes, particularly receivables during the year ended December 31, 2024. ​ Cash (used in) investing activities ​ For the year ended December 31, 2025, the net cash used in investing activities was $121.0 million. Payments for the acquisition of vessels and vessel equipment were $114.5 million, and advances for vessel equipment were $6.2 million. Payments for other non-current assets were $0.3 million. ​ For the year ended December 31, 2024, the net cash used in investing activities was $33.0 million. Payments for the acquisition of vessel and vessel equipment were $61.0 million. Proceeds from the sale of the Ardmore Seafarer were $26.8 million. Payments received for equity investments were $1.7 million and payments for other non-current assets were $0.4 million. ​ 77 Table of Contents ​ Cash provided by / (used in) financing activities ​ For the year ended December 31, 2025, the net cash provided by financing activities was $39.2 million. Proceeds from our revolving credit facilities totaled $179.5 million and repayments under our revolving credit facilities were $94.9 million. Payment for the full redemption of shares of our Series A Redeemable Preferred Stock was $30.0 million. Payments of cash dividends on our shares of common stock were $12.2 million and the dividend payment on shares of our Series A Preferred Stock was $3.1 million. ​ For the year ended December 31, 2024, the net cash used in financing activities was $127.3 million. Repayments under our revolving credit facilities totaled $111.2 million and net proceeds from borrowings under our revolving credit facilities were $104.9 million. Payments of cash dividends on our shares of common stock were $45.1 million, and repayments of finance leases were $42.3 million. Payments for the repurchase of our shares of common stock were $17.9 million, and payment for the partial redemption of shares of our Series A Redeemable Preferred Stock was $10.0 million. The dividend payment on shares of our Series A Preferred Stock was $3.8 million. Repayments of long-term debt amounted to $1.7 million, and payments for deferred finance fees were $0.2 million. ​ Capital Expenditures ​ Drydocking ​ Eleven of our vessels completed drydocking special surveys in 2025. The drydocking schedule through December 31, 2029 for our vessels that were in operation as of December 31, 2025 is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Years Ending December 31, ​ ​ ​ ​ 2026 ​ ​ ​ 2027 ​ ​ ​ 2028 ​ ​ ​ 2029 Number of vessels in drydock (excluding in-water surveys) ​ — ​ 3 ​ 7 ​ 1 ​ We intend to continue to seek to stagger drydockings across the fleet. As our fleet matures, our drydocking expenses are likely to increase. Ongoing costs for compliance with environmental regulations and society classification surveys (including ballast water treatment systems) are a component of our vessel operating expenses. ​ Fleet Expansion ​ Our growth strategy focuses on expanding our fleet through second-hand vessel acquisitions and newbuildings. We intend to continue exploring opportunities across both of these areas. ​ Upgrades ​ We intend to continue our investment program for vessel upgrades where feasible to maintain operational efficiency, optimum commercial performance, and preservation of asset value. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 78 Table of Contents ​ Dividends ​ Pursuant to our capital allocation policy, our board of directors declared the following cash dividends in 2024 and 2025: ​ ​ ​ ​ Fiscal Quarter Dividend Amount (Per Common Share) Date of Payment First Quarter of 2024 $0.31 June 14, 2024 Second Quarter of 2024 $0.38 September 13, 2024 Third Quarter of 2024 $0.18 December 13, 2024 Fourth Quarter of 2024 $0.08 March 14, 2025 First Quarter of 2025 $0.05 June 13, 2025 Second Quarter of 2025 $0.07 September 12, 2025 Third Quarter of 2025 $0.10 December 12, 2025 Fourth Quarter of 2025 $0.09 March 13, 2026 ​ The declaration and payment of dividends is subject to the discretion of our board of directors. ​ C. Research and Development, Patent, and Licenses, etc. ​ Not applicable. ​ D. Trend Information ​ Our results of operations depend primarily on the charter hire rates that we are able to realize for our vessels, which primarily depend on the demand and supply dynamics characterizing the tanker market at any given time, and on the size of our fleet. The oil tanker industry has been highly volatile in recent years, experiencing volatility in charter hire rates and vessel values resulting from changes in the supply of and demand for crude oil and tanker capacity and, more recently, from disruptions and trading pattern changes related to the U.S., Israel-Iran conflict, disruptions in shipping transit via the Strait of Hormuz, the Hamas-Israel conflict, attacks on merchant vessels in the Red Sea area by Houthi rebels in Yemen the Russia-Ukraine conflict, and the recent seizures by the U.S. of certain oil tankers calling on Venezuelan ports. ​ For other trends affecting our business, please see the other discussions above in this Item 4 (“Information on the Company — Business Overview — The International Product and Chemical Tanker Industry”) and Item 5 (“Operating and Financial Review and Prospects”). ​ E. Critical Accounting Estimates ​ In the application of our accounting policies, which are prepared in conformity with U.S. GAAP, we are required to make judgments, estimates, and assumptions about the carrying amounts of assets and liabilities, and revenue and expenses that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. ​ ​ ​ ​ ​ ​ ​ ​ ​ 79 Table of Contents ​ The significant judgments and estimates are as follows: ​ Revenue recognition. Revenue, net is generated from spot charter arrangements and time charter arrangements. ​ Spot charter arrangements ​ In our spot charter arrangements, the charterer hires a vessel to transport a specific agreed-upon cargo for a single voyage that are generally short in duration (less than three months), which may contain multiple load ports and discharge ports. The consideration in such a contract is determined on the basis of a freight rate per metric ton of cargo carried or occasionally on a lump sum basis. The contract generally has standard payment terms of freight paid within three to seven business days after completion of loading. Spot charter arrangements do not contain a lease and are therefore considered service contracts that fall under the provisions of Accounting Standard Codification (“ASC”) 606 Revenue from Contracts with Customers. Spot charter arrangements are considered service contracts which fall under the provisions of ASC 606 because we retain control over the operations of the vessel, including directing the routes taken and vessel speed. We determined that a spot charter arrangement includes a single performance obligation, which is to provide the charterer with an integrated transportation service within a specified time period. In addition, we have concluded that a contract for a spot charter arrangement meets the criteria to recognize revenue over time because the charterer simultaneously receives and consumes the benefits of our performance as the voyage progresses and therefore revenues are recognized on a pro rata basis over the duration of the voyage determined on a load-to-discharge port basis. The consideration that we expect to be entitled to receive includes estimates of revenue associated with the loading or discharging time that exceed the originally estimated duration of the voyage, which is referred to as “demurrage revenue”, when it is determined there will be incremental time required to complete the contracted voyage. ​ Demurrage revenue, which is earned during a voyage charter and represents variable consideration, which is estimated at contract inception based on estimates for any potential delays exceeding the allowed laytime as per the charter party clause at the ports visited. It is not considered a separate deliverable in accordance with ASC 606 as it is part of the single performance obligation in a spot charter arrangement, which is to provide cargo transportation services to the completion of a contracted voyage. ​ Time charter arrangements From time to time the Company enters into time charter arrangements, which are for a specified period of time, and key decisions concerning the use of the vessel during the duration of the time charter period reside with the charterer. In time charter arrangements, the Company is responsible for the crewing, maintenance, and insurance of the vessel, and the charterer is generally responsible for voyage specific costs, which typically include bunkers and port/canal costs. ​ As the charterer holds sufficient latitude in its rights to determine how and when the vessel is used on voyages and the charterer is also responsible for costs incurred during the voyage, the charterer derives the economic benefits from the use of the vessel, as control over the right to use the vessel is transferred to the charterer during the specified time charter period. Accordingly, time charters are considered operating leases and the Company applies guidance for lessors in FASB Accounting Standards Codification 842 - Leases (“ASC 842”). The Company has elected to apply the practical expedient under ASC 842, which allows lessors to account for lease and non-lease components as a single lease component when certain criteria are met. Revenue for time charters is recognized on a straight-line basis ratably over the term of the charter. ​ Share-based compensation. We may grant share-based payment awards, such as restricted stock units (“RSUs”) and stock appreciation rights (“SARs”), as incentive-based compensation to certain employees and directors. We granted to certain employees, directors, and officers SARs prior to 2022. No SARs were granted during 2025 or outstanding at December 31, 2025. We granted RSUs to certain directors and officers prior to 2023. We granted Time-Based RSUs (“TRSUs”) and Performance-Based RSUs (“PRSUs”) to certain officers and directors in 2023, 2024, and 2025. Our TRSUs vest based on continued service; our PRSUs vest based on continued service and market conditions based on our relative total shareholder return (“TSR”). 80 Table of Contents ​ We measure the cost of such awards, which are equity-settled transactions, using the grant date fair value of the award and recognizing that cost, over the requisite service period, which generally equals the vesting period. Estimating fair value for share-based payment transactions requires determining the most appropriate valuation model, which is dependent on the terms and conditions of the grant. This estimate also requires determining the most appropriate inputs to the valuation model, including the expected life of the award, volatility and dividend yield, and making certain other assumptions about the award. ​ Depreciation. Vessels are depreciated on a straight-line basis over their estimated useful economic life from the date of initial delivery from the shipyard. The useful life of our vessels is estimated at 25 years from the date of initial delivery from the shipyard. Since January 1, 2023, depreciation is based on cost less the estimated residual scrap value of $400 per lwt. ​ Vessel impairment. Vessels and equipment that are “held and used” are assessed for impairment when events or circumstances indicate the carrying amount of the asset may not be recoverable. When such indicators are present, a vessel held and used is tested for recoverability by comparing the estimate of undiscounted future cash flows expected to be generated by the use of the vessel over its remaining useful life and its eventual disposition to its carrying amount, together with the carrying value of deferred drydock expenditures and special survey costs related to the vessel. ​ Undiscounted future cash flows are determined by applying various assumptions based on historical trends as well as future expectations. In estimating future revenue, we consider charter rates for each vessel class over the estimated remaining lives of the vessels using both historical average rates for us over the last five years, where available, and historical average one-year time charter rates for the industry over the last 10 years. Recognizing that rates tend to be cyclical and considering market volatility based on factors beyond our control, management believes it is reasonable to use estimates based on a combination of more recent internally generated rates and the 10-year average historical average industry rates. An impairment charge is recognized if the carrying value is in excess of the estimated undiscounted future cash flows. The impairment loss is measured based on the excess of the carrying amount over the fair market value of the asset. ​ Undiscounted future cash flows are determined by applying various assumptions regarding future revenue net of voyage expenses, vessel operating expenses, scheduled drydockings, expected off-hire, and scrap values, and taking into account historical market and Company specific revenue data as discussed above, and also considering other external market sources, including analysts’ reports and freight forward agreement curves. Projected future charter rates are the most significant and subjective assumption that management uses for its impairment analysis. ​ Although management believes that the assumptions used to evaluate potential impairment are reasonable and appropriate at the time they were made, such assumptions are highly subjective and likely to change, possibly materially, in the future. There can be no assurance as to how long charter rates and vessel values will remain at their current levels or whether they will improve by a significant degree. If charter rates were to be at depressed levels, future assessments of vessel impairment would be adversely affected. ​ Our estimates of basic market value assume that our vessels are all in good and seaworthy condition without the need for repair and, if inspected, that they would be certified in class without notations of any kind. ​ Our estimates are based on the estimated market values for our vessels that we have received from independent ship brokers, reports by industry analysts and data providers that focus on our industry and related dynamics affecting vessel values, and news and industry reports of similar vessel sales. Vessel values are highly volatile and as such, our estimates may not be indicative of the current or future basic market value of our vessels or prices that we could achieve if we were to sell them. ​ At December 31, 2025, no vessels were classified as held for sale. MR charter rates remained at elevated levels during 2025 as a result of market recovery due to strong market fundamentals and geopolitical disruptions. ​ 81 Table of Contents ​ In addition, we have determined that as of December 31, 2025, the aggregate fair market price of our owned vessels was $816.5 million, based on the average of vessel valuations as obtained from two independent brokers, while the aggregate net book value (“NBV”) of our owned vessels was $638.1 million. ​ We believe that 24 of our 25 owned vessels’ basic market values exceeded their carrying values as of December 31, 2025. One of our vessels net book value exceeded its market value as of December 31, 2025. We believe that the future undiscounted cashflows expected to be earned by this vessel will exceed the vessel’s carrying value as of December 31, 2025 and accordingly, have not recorded an impairment charge. All 22 of our owned vessels as of December 31, 2024 exceeded their carrying values. ​ Recent Accounting Pronouncements ​ Please see Note 2.4 “Recent accounting pronouncements” to our consolidated financial statements included in Item 18 of this Annual Report for a description of recently issued accounting pronouncements that may apply to us. ​ Safe Harbor ​ Forward-looking information discussed in this Item 5 includes assumptions, expectations, projections, intentions and beliefs about future events. These statements are intended as “forward-looking statements”. ​ We caution that assumptions, expectations, projections, intentions and beliefs about future events may and often do vary from actual results and the differences can be material. Please see the section entitled “Forward-Looking Statements” at the beginning of this Annual Report. ​ 82 Table of Contents ​