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History and Development of the Company
Danaos Corporation is an international owner of container vessels and drybulk vessels, chartering our container vessels to many of the world’s largest liner companies and employing our drybulk vessels on short-term time charters and voyage charters. We are a corporation domesticated in the Republic of The Marshall Islands on October 7, 2005, under the Marshall Islands Business Corporations Act, after having been incorporated as a Liberian company in 1998 in connection with the consolidation of our assets under Danaos Holdings Limited. In connection with our domestication in the Marshall Islands we changed our name from Danaos Holdings Limited to Danaos Corporation. Danaos Corporation completed its initial public offering and was publicly listed on the New York Stock Exchange in October 2006.
Our Company’s long history in the shipping industry dates back to the 1960s. Our largest stockholder is DIL, an entity affiliated with our Chief Executive Officer, Dr. John Coustas. Dimitris Coustas, the father of Dr. Coustas, first invested in shipping in 1963 and founded our Manager, in 1972. Since that time, the Company has continuously provided seaborne transportation services under the management of the Coustas family. After assuming management of our company in 1987, Dr. Coustas has focused our strategy on building a large, modern containership fleet to serve the container shipping industry and grown our fleet from three multi-purpose vessels with a capacity of 2,395 TEUs to our current fleet of 75 containerships aggregating 477,491 TEUs, 27 under construction containerships aggregating 174,550 TEUs, 11 Capesize bulk carriers, on a fully delivered basis, aggregating 1,943,286 DWT in capacity, and four under construction Newcastlemax bulk carriers aggregating approximately 844,000 DWT in capacity.
Danaos Corporation operates through a number of subsidiaries incorporated in Liberia and the Republic of the Marshall Islands, all of which are wholly owned by Danaos Corporation and either directly or indirectly own the vessels in our fleet. A list of our active subsidiaries as of February 25, 2026 and their jurisdictions of incorporation, is set forth in Exhibit 8 to this Annual Report on Form 20-F.
Our principal executive offices are c/o Danaos Shipping Co. Ltd., Athens Branch, 14 Akti Kondyli, 185 45 Piraeus, Greece. Our telephone number at that address is +30 210 419 6480.
Business Overview
We are an international owner of containerships and drybulk vessels, chartering our containerships to many of the world’s largest liner companies and employing our drybulk vessels on short-term time charters and voyage charters. As of February 25, 2026, we owned 75 containerships aggregating 477,491 TEUs, 27 under construction containerships aggregating 174,550 TEUs, 11 Capesize bulk carriers, including one expected to be delivered to us in March 2026, aggregating 1,943,286 DWT and four under construction Newcastlemax bulk carriers with an approximate aggregate capacity of 844,000 DWT.
Our strategy is to charter our containerships under multi-year, fixed-rate period charters to a diverse group of liner companies, including many of the largest companies globally, as measured by TEU capacity. As of February 25, 2026, these customers included CMA CGM, MSC, Hapag Lloyd, COSCO, PIL, Maersk, ONE, Sealead, OOCL, Samudera, Interasia Lines, Yang Ming and ZIM. We operate our drybulk carriers in the spot market, on short-term time charters and voyage charters.
As of the date of this annual report, the Company generated operating revenues from its 75 container vessels on time charters or bareboat charter agreements, with remaining terms ranging from less than one year to 2032. Additionally, as of the date of this annual report, the Company contracted 5-year, 7-year and 10-year time charter agreements for the 21 out of 27 container vessels under construction scheduled for delivery in 2026 through 2029, with an average charter duration of approximately 5.8 years, weighted by aggregate contracted charter hire. Total contracted cash operating revenues, based on concluded charter contracts through the date of this annual report, currently stand at $4.3 billion, including newbuildings. The remaining average contracted charter duration for our containership fleet is 4.3 years, weighted by aggregate contracted charter hire. Our charters have initial terms ranging up to 18 years, which provide us with stable cash flows and high utilization rates. Our containerships fleet ranges in size from 1,800–13,100 TEU, providing us flexibility to serve the diverse needs of our customers.
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Our Fleet
General
Danaos is one of the largest containership operating lessors in the world. Since going public in 2006, we have increased the in-the-water TEU carrying capacity of our fleet by more than fourfold. Since the beginning of 2022, we have ordered 35 newbuilding containerships with an aggregate capacity of 232,948 TEU, eight of which have been delivered to us, for an aggregate purchase price of $2.7 billion. Today, our fleet includes some of the largest containerships in the world, which are designed with certain technological advances and customized modifications that make them efficient with respect to both voyage speed and loading capability when compared to many existing vessels operating in the containership sector. All vessels in our orderbook are designed with the latest eco characteristics and will be built in accordance with the latest requirements of the International Maritime Organization (IMO) in relation to Tier III emission standards and Energy Efficiency Design Index (EEDI) Phase III.
We re-entered the drybulk sector, in which we had previously operated prior to 2008, by expanding our fleet with Capesize drybulk carriers acquired between 2023 and 2025. In 2023, we added seven Capesize drybulk carriers with an aggregate capacity of 1,231,157 DWT. In 2024, we added three Capesize drybulk carriers with an aggregate capacity of 529,704 DWT. In 2025, we entered into a memorandum of agreement to acquire one additional Capesize drybulk carrier with a capacity of 182,425 DWT, which is expected to be delivered to us in March 2026. As of February 25, 2026, on a fully delivered basis, our Capesize drybulk fleet will consist of 11 vessels with an aggregate capacity of 1,943,286 DWT. In addition, in early 2026, we ordered four Newcastlemax bulk carriers with an approximate aggregate capacity of 844,000 DWT, for an aggregate purchase price for these vessels is $297.3 million. The drybulk carriers in our fleet have a weighted-average age of 15.3 years as of February 25, 2026, which excludes our four newbuilding drybulk vessels scheduled for delivery in 2028.
We deploy our containership fleet principally under multi -year charters with major liner companies that operate regularly scheduled routes between large commercial ports, although in weaker containership charter markets we charter more of our vessels on shorter term charters so as to be available to take advantage of any increase in charter rates. As of February 25, 2026, our containership fleet was comprised of 73 containerships deployed on time charters, two of which are scheduled to expire in 2026, and two containerships deployed on bareboat charters. The average age (weighted by TEU) of the 75 vessels in our containership fleet was approximately 15.2 years as of February 25, 2026, which excludes our 27 newbuilding containerships scheduled for delivery in 2026 through 2029.
We currently intend to charter our drybulk vessels primarily on short-term time charters and voyage charters, and we are therefore exposed to fluctuations in the corresponding spot market rates.
Characteristics
The table below provides additional information, as of February 25, 2026, about our fleet of 75 cellular containerships and their charter deployment profile:
Vessel Details Charter Arrangements
Year Size Expiration of Contracted Employment Charter Extension Options(4)
Vessel Name Built (TEU) Charter (1) through (2) Rate (3) Period Charter Rate
Ambition 2012 13,100 April 2027 April 2027 $ 51,500 + 6 months $ 51,500
+ 10.5 to 13.5 months $ 51,500
+ 9 to 12 months $ 51,500
Speed 2012 13,100 March 2027 March 2027 $ 51,500 + 6 months $ 51,500
+ 10.5 to 13.5 months $ 51,500
+ 9 to 12 months $ 51,500
Kota Plumbago 2012 13,100 July 2027 July 2027 $ 54,000 + 3 to 26 months $ 54,000
Kota Primrose 2012 13,100 April 2027 April 2027 $ 54,000 + 3 to 26 months $ 54,000
Kota Peony 2012 13,100 March 2027 March 2027 $ 54,000 + 3 to 26 months $ 54,000
Express Rome 2011 10,100 November 2027 November 2027 $ 37,000
November 2030 November 2030 $ 35,000 + 2 months $ 35,000
Express Berlin 2011 10,100 December 2029 December 2026 $ 33,000
December 2029 $ 45,500 + 4 months $ 45,500
Express Athens 2011 10,100 October 2030 November 2027 $ 37,000
October 2030 $ 35,000 + 2 months $ 35,000
Le Havre 2006 9,580 June 2028 June 2028 $ 58,500 + 4 months $ 58,500
Pusan C 2006 9,580 May 2028 May 2028 $ 58,500 + 4 months $ 58,500
Bremen 2009 9,012 January 2028 January 2028 $ 56,000 + 4 months $ 56,000
C Hamburg 2009 9,012 January 2028 January 2028 $ 56,000 + 4 months $ 56,000
Niledutch Lion 2008 8,626 May 2026 May 2026 $ 47,500
May 2028 May 2028 $ 40,500 + 1 month $ 40,500
Belita 2006 8,533 June 2028 June 2028 $ 37,000 + 3 months $ 37,000
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Vessel Details Charter Arrangements
Year Size Expiration of Contracted Employment Charter Extension Options(4)
Vessel Name Built (TEU) Charter (1) through (2) Rate (3) Period Charter Rate
Kota Manzanillo 2005 8,533 December 2028 February 2026 $ 47,500
December 2028 $ 39,300 + 4 months $ 39,300
+ 9 to 11 months $ 39,300
CMA CGM Melisande 2012 8,530 January 2028 January 2028 $ 34,500 + 3 to 13.5 months $ 34,500
CMA CGM Attila 2011 8,530 May 2027 May 2027 $ 34,500 + 3 to 13.5 months $ 34,500
CMA CGM Tancredi 2011 8,530 July 2027 July 2027 $ 34,500 + 3 to 13.5 months $ 34,500
CMA CGM Bianca 2011 8,530 September 2027 September 2027 $ 34,500 + 3 to 13.5 months $ 34,500
CMA CGM Samson 2011 8,530 November 2027 November 2027 $ 34,500 + 3 to 13.5 months $ 34,500
America 2004 8,468 April 2028 April 2028 $ 56,000 + 4 months $ 56,000
Europe 2004 8,468 May 2028 May 2028 $ 56,000 + 4 months $ 56,000
Kota Santos 2005 8,463 June 2029 August 2026 $ 50,000
June 2029 $ 39,300 + 4 months $ 39,300
+ 9 to 11 months $ 39,300
Catherine C (6) 2024 8,010 June 2029 June 2029 $ 42,000 + 2 months $ 42,000
Greenland (6) 2024 8,010 August 2029 August 2029 $ 42,000 + 2 months $ 42,000
Greenville (7) 2024 8,010 October 2029 October 2029 $ 42,000 + 2 months $ 42,000
Greenfield (8) 2024 8,010 November 2029 November 2029 $ 42,000 + 2 months $ 42,000
Interasia Accelerate (6) 2024 7,165 April 2032 April 2027 $ 36,000
April 2032 $ 37,000 + 6 months $ 37,000
+ 34 to 38 months $ 37,000
Interasia Amplify (7) 2024 7,165 September 2032 September 2027 $ 36,000
September 2032 $ 37,000 + 6 months $ 37,000
+ 34 to 38 months $ 37,000
CMA CGM Moliere 2009 6,500 August 2030 March 2027 $ 55,000
August 2030 $ 31,500 + 3 to 13.5 months $ 31,500
CMA CGM Musset 2010 6,500 September 2030 July 2027 $ 40,000
September 2030 $ 31,500 + 3 to 13.5 months $ 31,500
CMA CGM Nerval 2010 6,500 October 2030 November 2027 $ 30,000
October 2030 $ 30,000 + 3 to 13.5 months $ 30,000
CMA CGM Rabelais 2010 6,500 January 2028 February 2026 $ 40,000
January 2028 $ 30,000 + 2 months $ 30,000
Racine 2010 6,500 June 2029 June 2026 $ 32,500
June 2029 $ 35,500 + 4 months $ 35,500
YM Mandate 2010 6,500 January 2028 January 2028 $ 26,890 (5) + 8 months $ 26,890
YM Maturity 2010 6,500 April 2028 April 2028 $ 26,890 (5) + 8 months $ 26,890
Dimitra C 2002 6,402 April 2027 April 2027 $ 35,000 + 2 months $ 35,000
+ 10 to 12 months $ 35,000
Savannah 2002 6,402 June 2027 June 2027 $ 40,000 + 3 months $ 40,000
+ 9 to 12 months $ 30,000
Phoebe (9) 2025 6,014 December 2026 December 2026 $ 35,000
October 2031 October 2031 $ 32,500 + 4 months $ 32,500
+ 9 to 11 months $ 32,500
+ 10 to 12 months $ 32,500
Greenhouse (10) 2025 6,014 October 2027 October 2027 $ 35,000
August 2032 August 2032 $ 32,500 + 4 months $ 32,500
+ 9 to 11 months $ 32,500
+ 10 to 12 months $ 32,500
Kota Lima 2002 5,544 September 2026 September 2026 $ 24,000
November 2028 November 2028 $ 42,500 + 2 months $ 42,500
Suez Canal 2002 5,610 April 2026 April 2026 $ 27,500
April 2028 April 2028 $ 30,000 +2 months $ 30,000
Wide Alpha 2014 5,466 January 2030 July 2027 $ 34,000
January 2030 $ 27,450 + 4 months $ 27,450
+ 21.5 to 24 months $ 25,000
Stephanie C 2014 5,466 September 2028 September 2028 $ 33,750 +2 months $ 33,750
+23 to 25 months $ 33,750
Euphrates 2014 5,466 September 2028 September 2028 $ 33,750 +2 months $ 33,750
+23 to 25 months $ 33,750
Wide Hotel 2015 5,466 March 2030 September 2027 $ 34,000
March 2030 $ 27,450 + 4 months $ 27,450
+ 21.5 to 24 months $ 25,000
Wide India 2015 5,466 October 2028 October 2028 $ 33,750 + 2 months $ 33,750
+ 23 to 25 months $ 33,750
Wide Juliet 2015 5,466 August 2026 August 2026 $ 25,000 + 2 months $ 25,000
+ 10 to 12 months $ 30,000
Rio Grande 2008 4,253 November 2026 November 2026 $ 30,000
October 2029 October 2029 $ 28,000 + 2 months $ 28,000
Paolo (ex Merve A) 2008 4,253 November 2027 November 2027 $ 26,000 + 2 months $ 26,000
Kingston 2008 4,253 June 2027 June 2027 $ 35,500 + 2.5 months $ 35,500
Monaco 2009 4,253 May 2029 November 2026 $ 30,000
May 2029 $ 33,000 + 4 months $ 33,000
Dalian 2009 4,253 April 2028 April 2026 $ 48,000
April 2028 $ 27,250 + 3.5 months $ 27,250
Jamaica (ex Luanda) 2009 4,253 August 2028 August 2028 $ 35,000 + 2 months $ 35,000
Seattle C 2007 4,253 December 2026 December 2026 $ 30,000
June 2029 June 2029 $ 33,000 + 4 months $ 33,000
Vancouver 2007 4,253 November 2026 November 2026 $ 30,000
October 2029 October 2029 $ 28,000 + 2 months $ 28,000
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Vessel Details Charter Arrangements
Year Size Expiration of Contracted Employment Charter Extension Options(4)
Vessel Name Built (TEU) Charter (1) through (2) Rate (3) Period Charter Rate
Derby D 2004 4,253 December 2029 January 2027 $ 36,275
December 2029 $ 28,000 + 3 months $ 28,000
Tongala 2004 4,253 November 2026 November 2026 $ 30,000
October 2029 October 2029 $ 28,000 + 2 months $ 28,000
Dimitris C 2001 3,430 September 2027 September 2027 $ 30,000 + 3 months $ 30,000
+ 11 to 13 months $ 30,000
Express Argentina 2010 3,400 September 2029 December 2026 $ 27,000
September 2029 $ 26,000 +3 months $ 26,000
Express Brazil 2010 3,400 April 2027 April 2027 $ 30,000 + 3 months $ 30,000
+ 11 to 13 months $ 30,000
Express France 2010 3,400 July 2027 July 2027 $ 30,000 + 3 months $ 30,000
+ 11 to 13 months $ 30,000
Express Spain 2011 3,400 September 2029 March 2027 $ 28,500
September 2029 $ 28,200 + 4 months $ 28,200
Express Black Sea 2011 3,400 September 2029 March 2027 $ 28,500
September 2029 $ 28,200 + 4 months $ 28,200
Singapore 2004 3,314 November 2029 May 2027 $ 27,750
November 2029 $ 28,200 + 4 months $ 28,200
Colombo 2004 3,314 September 2029 March 2027 $ 28,500
September 2029 $ 28,200 + 4 months $ 28,200
Zebra 2001 2,602 December 2026 January 2026 $ 26,250
December 2026 $ 19,000 + 2 months $ 19,000
Artotina 2001 2,524 November 2027 January 2026 $ 23,000
November 2027 $ 26,000 + 2 months $ 26,000
+ 11 to 13 months $ 24,000
Phoenix D 1997 2,200 June 2027 March 2026 $ 23,000
June 2027 $ 20,000 + 1 month $ 20,000
Sprinter 1997 2,200 November 2027 May 2026 $ 21,000
November 2027 $ 19,990 + 0.5 month $ 19,990
Future 1997 2,200 September 2027 May 2026 $ 21,000
September 2027 $ 19,990 + 0.5 month $ 19,990
Advance 1997 2,200 September 2027 June 2026 $ 21,000
September 2027 $ 19,990 + 0.5 month $ 19,990
Bridge 1998 2,200 January 2028 January 2028 $ 16,000 + 2 months $ 16,000
Highway 1998 2,200 January 2028 January 2028 $ 17,000 + 2 months $ 17,000
Progress C 1998 2,200 January 2028 April 2026 $ 21,000
January 2028 $ 19,990 + 0.5 month $ 19,990
(1) Earliest date charters could expire. Most charters include options for the charterers to extend their terms as described in the “Extension Options” column.
(2) This column indicates the date through which the charter rate set forth in the column to the immediate right of such date is payable. For charters with the same charter rate throughout the fixed term of the charter, this date is the same as the charter expiration date set forth in the “Expiration of Charter” column.
(3) Gross charter rate, which does not include charter commissions.
(4) At the option of the charterer.
(5) Bareboat charter rate.
(6) The newbuilding vessels were delivered in the second quarter of 2024.
(7) The newbuilding vessels were delivered in the third quarter of 2024.
(8) The newbuilding vessel was delivered in the fourth quarter of 2024.
(9) The newbuilding vessel was delivered in the first quarter of 2025.
(10) The newbuilding vessel was delivered in the fourth quarter of 2025.
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The specifications of our 27 contracted container vessels under construction as of February 25, 2026, are as follows:
Minimum
Expected Expected Charter Charter Extension Options(3)
Hull Number Year Built Size (TEU) Shipyard Delivery Period Duration(1) rate(2) Period Charter Rate(2)
CV5900-09 2027 6,014 Qingdao Yangfan Q2 2027 4.8 years $ 34,900 + 4 months $ 34,900
+ 9 to 11 months $ 34,900
+ 10 to 12 months $ 34,900
YZJ2023-1556 2026 8,258 Yangzijiang Q3 2026 5 years $ 42,000 + 3 months $ 42,000
Jiangsu NewYangzi + 19.5 to 22.5 months $ 42,000
YZJ2023-1557 2026 8,258 Yangzijiang Q4 2026 5 years $ 42,000 + 3 months $ 42,000
Jiangsu NewYangzi + 19.5 to 22.5 months $ 42,000
YZJ2024-1612 2026 8,258 Yangzijiang Q4 2026 5 years $ 42,000 + 3 months $ 42,000
Jiangsu NewYangzi + 19.5 to 22.5 months $ 42,000
YZJ2024-1613 2027 8,258 Yangzijiang Q2 2027 5 years $ 42,000 + 3 months $ 42,000
Jiangsu NewYangzi + 19.5 to 22.5 months $ 42,000
YZJ2024-1625 2027 8,258 Yangzijiang Q2 2027 5 years $ 42,000 + 3 months $ 42,000
Jiangsu NewYangzi + 19.5 to 22.5 months $ 42,000
YZJ2024-1626 2027 8,258 Yangzijiang Q3 2027 5 years $ 42,000 + 3 months $ 42,000
Jiangsu NewYangzi + 19.5 to 22.5 months $ 42,000
YZJ2024-1668 2027 8,258 Yangzijiang Q3 2027 5 years $ 42,000 + 3 months $ 42,000
Jiangsu NewYangzi + 19.5 to 22.5 months $ 42,000
C9200-7 2027 9,200 Dalian Shanhaiguan Q1 2027 4.8 years $ 50,000 + 4 months $ 50,000
+ 20 to 24 months $ 50,000
C9200-8 2027 9,200 Dalian Shanhaiguan Q2 2027 4.8 years $ 50,000 + 4 months $ 50,000
+ 20 to 24 months $ 50,000
C9200-9 2027 9,200 Dalian Shanhaiguan Q4 2027 4.8 years $ 50,000 + 4 months $ 50,000
+ 20 to 24 months $ 50,000
C9200-10 2028 9,200 Dalian Shanhaiguan Q2 2028 4.8 years $ 50,000 + 4 months $ 50,000
+ 20 to 24 months $ 50,000
C9200-11 2028 9,200 Dalian Shanhaiguan Q3 2028 4.8 years $ 50,000 + 4 months $ 50,000
+ 20 to 24 months $ 50,000
H2596 2027 9,200 CSSC Huangpu Q3 2027 6 years $ 48,500 +12 months $ 48,500
Wenchong + 28 to 32 months $ 48,500
H2597 2027 9,200 CSSC Huangpu Q4 2027 6 years $ 48,500 +12 months $ 48,500
Wenchong + 28 to 32 months $ 48,500
C7100-9(4) 2027 7,165 Dalian Shanhaiguan Q3 2027 5 years $ 38,500 + 6 months $ 38,500
+ 34 to 38 months $ 38,500
C7100-10(4) 2027 7,165 Dalian Shanhaiguan Q3 2027 5 years $ 38,500 + 6 months $ 38,500
+ 34 to 38 months $ 38,500
S1162(5) 2027 1,800 Nantong CIMC Q4 2027 9.9 years $ 16,500 + 3 months $ 16,500
Sinopacific + 21.5 to 23.5 months $ 16,500
+ 10 to 12 months $ 16,500
S1163(5) 2028 1,800 Nantong CIMC Q1 2028 9.9 years $ 16,500 + 3 months $ 16,500
Sinopacific + 21.5 to 23.5 months $ 16,500
+ 10 to 12 months $ 16,500
S1164(5) 2028 1,800 Nantong CIMC Q2 2028 9.9 years $ 16,500 + 3 months $ 16,500
Sinopacific + 21.5 to 23.5 months $ 16,500
+ 10 to 12 months $ 16,500
S1165(5) 2028 1,800 Nantong CIMC Q3 2028 9.9 years $ 16,500 + 3 months $ 16,500
Sinopacific + 21.5 to 23.5 months $ 16,500
+ 10 to 12 months $ 16,500
S1166(5) 2028 1,800 Nantong CIMC Q4 2028 — — — —
Sinopacific
S1167(5) 2029 1,800 Nantong CIMC Q1 2029 — — — —
Sinopacific
H2638(5) 2028 5,300 CSSC Huangpu Q4 2028 — — — —
Wenchong
H2639(5) 2029 5,300 CSSC Huangpu Q1 2029 — — — —
Wenchong
H2640(6) 2029 5,300 CSSC Huangpu Q1 2029 — — — —
Wenchong
H2641(6) 2029 5,300 CSSC Huangpu Q2 2029 — — — —
Wenchong
(1) Earliest period charters could expire. Most charters include options for the charterers to extend their terms as described in the “Extension Options” column.
(2) Gross charter rate, which does not include charter commissions.
(3) At the option of the charterer.
(4) The newbuilding containership vessels were added to our orderbook in the third quarter of 2025.
(5) The newbuilding containership vessels were added to our orderbook in the fourth quarter of 2025.
(6) The newbuilding containership vessels were added to our orderbook in the first quarter of 2026.
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The following table describes the details of our 11 Capesize drybulk vessels as of February 25, 2026:
Year Capacity
Vessel Name Built (DWT)(1)
Genius 2012 175,580
Danaos (2) 2011 176,536
Ingenuity 2011 176,022
Achievement 2011 175,966
Valentine (3) 2011 175,125
Gouverneur (3) 2010 178,043
Integrity 2010 175,966
Peace 2010 175,858
E Trader 2009 175,886
W Trader 2009 175,879
Capesize drybulk vessel(4) 2009 182,425
(1) DWT, dead weight tons, the international standard measure for drybulk vessels capacity.
(2) The vessels were delivered to us in the third quarter of 2024.
(3) The vessel was delivered to us in the second quarter of 2024.
(4) The vessel was agreed to be purchased on October 17, 2025, and is expected to be delivered to us in March 2026.
The following table describes the details of our four Newcastlemax drybulk vessels under construction as of February 25, 2026:
Expected
Capacity Delivery
Hull Number (DWT) (1) Year
DJCFD010 (2) 211,000 2028
DJCFD011 (2) 211,000 2028
DJCFD016 (2) 211,000 2028
DJCFD017 (2) 211,000 2028
(1) DWT, dead weight tons, the international standard measure for drybulk vessels capacity.
(2) Under construction vessels were added to our orderbook in the first quarter of 2026.
Star Bulk Carriers Corp. Shares
In June 2023, we acquired marketable securities of Eagle Bulk Shipping Inc., which was an owner of bulk carriers listed on the New York Stock Exchange (Ticker: EGLE), consisting of 1,552,865 shares of common stock for $68.2 million (out of which $24.4 million was acquired from Virage International Ltd., our related company). On December 11, 2023, Star Bulk Carriers Corp. (Ticker: SBLK), a NASDAQ-listed owner and operator of drybulk vessels and EGLE announced that both companies had entered into a definitive agreement to combine in an all-stock merger, which was completed on April 9, 2024. Under the terms of the agreement, EGLE shareholders received 2.6211 shares of SBLK common stock in exchange for each share of EGLE common stock owned. As a result, together with our subsequent open market purchases of 2,185,967 shares in 2025, we own 6,256,181 shares of common stock of Star Bulk Carriers Corp. fair valued at $120.2 million as of December 31, 2025. We recognized a $29.5 million gain on marketable securities and dividend income on these securities amounting to $1.7 million in the year ended December 31, 2025.
Strategic Partnership with Glenfarne Group - Alaska LNG Project
In January 2026, we entered into a strategic partnership with Glenfarne Group LLC (“Glenfarne Group”) to advance the Alaska LNG Project, which consists of (1) a $50 million development capital equity investment by us in Glenfarne Alaska Partners LLC and (2) our designation as the preferred tonnage provider to construct and operate at least six LNG carriers to deliver LNG to global customers for Glenfarne Alaska LNG, LLC, majority owner and developer of the Alaska LNG Project.
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Glenfarne is developing the Alaska LNG Project in two financially independent phases to accelerate project execution. Phase One consists of a 765-mile, 42-inch pipeline to transport natural gas from Alaska’s North Slope to meet Alaska’s domestic energy needs. Phase Two will add the LNG liquefaction terminal and related infrastructure to export 20 million tonnes per annum (MTPA) of LNG.
Glenfarne became lead developer of Alaska LNG in March 2025. Since then, Glenfarne has secured preliminary commercial commitments from leading LNG buyers in Japan, Korea, Taiwan, and Thailand for 11 MTPA of LNG, and strategic partnerships that also include Baker Hughes and POSCO International. Glenfarne owns 75% of Alaska LNG and the Alaska Gasline Development Corporation owns 25%.
Charterers
As the container shipping industry has grown, the major liner companies have contracted for additional containership capacity, to supplement the containerships owned by them directly. As of February 25, 2026, our diverse group of customers in the containership sector included CMA CGM, MSC, Hapag Lloyd, COSCO, PIL, Maersk, ONE, Sealead, OOCL, Samudera, Interasia Lines, Yang Ming and ZIM.
The containerships in our fleet are primarily deployed under multi-year, fixed-rate charters having initial terms up to 18 years. These charters expire at staggered dates ranging from less than one year to 2032 (including time charters for our newbuilding container vessels). The staggered expiration of the multi-year, fixed-rate charters for our vessels is both a strategy pursued by our management and a result of the growth in our fleet. Under our time charters, the charterer pays voyage expenses such as port, canal and fuel costs, other than brokerage and address commissions paid by us, and we pay for vessel operating expenses, which include crew costs, provisions, deck and engine stores, lubricating oil, insurance, maintenance and repairs. We are also responsible for each vessel’s intermediate and special survey costs.
Under the time charters, when a vessel is “off-hire” or not available for service, the charterer is generally not required to pay the hire rate, and we are responsible for all costs. A vessel generally will be deemed to be off-hire if there is an occurrence preventing the full working of the vessel due to, among other things, operational deficiencies, drydockings for repairs, maintenance or inspection, equipment breakdown, delays due to accidents, crewing strikes, labor boycotts, noncompliance with government water pollution regulations or alleged oil spills, arrests or seizures by creditors or our failure to maintain the vessel in compliance with required specifications and standards. In addition, under our time charters, if any vessel is off-hire for more than a certain amount of time, the charterer has a right to terminate the charter agreement for that vessel. Charterers may also have the right to terminate the time charters in various other circumstances, including but not limited to, outbreaks of war or a change in ownership of the vessel’s owner or Manager without the charterer’s approval.
We currently intend to charter our drybulk vessels primarily on short-term time charters and voyage charters, and accordingly we are exposed to changes in spot market rates, namely to short-term time charter rates and voyage charter rates, for drybulk vessels. Spot market charters generate revenues that are less predictable, but may enable us to achieve increased profit margins during periods of high rates in the charter market and can result in decreased utilization, revenues and profitability in weak charter markets, as compared to periods of stronger markets or employment on period charters entered into during more favorable market conditions. Our Capesize bulk carriers generated revenue from short-term time charters and voyage charter agreements from 19 customers and 14 customers in the years ended December 31, 2025 and 2024, respectively. Under voyage charter agreements, the customers generally specify a minimum amount of cargo to be transported for a defined rate between the ports. Under voyage charter agreements, all voyage expenses and vessel operating expenses are borne and paid by us. Voyage expenses consist primarily of port and canal charges, bunker (fuel) expenses, agency fees, address commissions and brokerage commissions related to the voyage.
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Management of Our Fleet
Our chief executive officer, chief operating officer, chief financial officer and chief commercial officer provide strategic management for our company while these officers also supervise, in conjunction with our board of directors, the management of these operations by Danaos Shipping and its affiliate Danaos Chartering, which are each ultimately owned by DIL, which is affiliated with our Chief Executive Officer. We have a management agreement pursuant to which Danaos Shipping and its affiliates provide us and our subsidiaries with technical and administrative services and, until February 2025, certain commercial services. From 2025, pursuant to a brokerage services agreement Danaos Chartering provides us with certain commercial services, including chartering and sale and purchase brokerage services, previously provided by Danaos Shipping. Our Manager and Danaos Chartering report to us and our board of directors through our chief executive officer, chief operating officer, chief financial officer and chief commercial officer, each of which is appointed by our board of directors.
Danaos Shipping, we believe, is regarded as an innovator in operational and technological aspects in the international shipping community. Danaos Shipping’s strong technological capabilities derive from employing highly educated professionals, its participation and assumption of a leading role in European Community research projects related to shipping, and its close affiliation to Danaos Management Consultants, a ship-management software and services company.
Danaos Shipping achieved early ISM certification of its container fleet in 1995, well ahead of the deadline, and was the first Greek company to receive such certification from DNV, a leading classification society. In 2004, Danaos Shipping received the Lloyd’s List Technical Innovation Award for advances in internet-based telecommunication methods for vessels. In 2015, Danaos Shipping received the Lloyd’s List Intelligence Big Data Award for their “Waves” fleet performance system, which provides advanced performance monitoring, close bunkers control, emissions monitoring, energy management, safety performance monitoring, risk management and advance superintendence for the vessels.
Danaos Shipping maintains the quality of its service by controlling directly the selection and employment of seafarers through its crewing offices in Piraeus, Greece, Russia, as well as in Odessa, in Ukraine and in Zanzibar, Tanzania and we assume directly all related crewing, technical and other costs in our operating expenses. Investments in new facilities in Greece by Danaos Shipping enable enhanced training of seafarers and highly reliable infrastructure and services to the vessels. Due to the war in Ukraine, Danaos Shipping also cooperates with external crew agencies in order to hire and employ seafarers from Egypt, Ghana, Ethiopia, China, Myanmar and Philippines.
Historically, Danaos Shipping only infrequently managed vessels other than those in our fleet and in prior years it did not actively manage any other company’s vessels, other than vessels previously owned by our former joint venture Gemini. Danaos Shipping and Danaos Chartering also do not arrange the employment of other vessels and have agreed that, during the term of our management agreement and brokerage services agreement, respectively, they will not provide any management services to any other entity without our prior written approval, other than with respect to other entities controlled by Dr. Coustas, our chief executive officer, which do not operate within the containership (larger than 2,500 TEUs) or drybulk sectors of the shipping industry or in the circumstances described below. We believe we have and will derive significant benefits from our relationship with Danaos Shipping and Danaos Chartering.
Dr. Coustas has also personally agreed to the same restrictions on the provision, directly or indirectly, of management services during the term of our management agreement and brokerage services agreement. In addition, our chief executive officer (other than in his capacities with us) and our Manager have separately agreed not, during the term of our management agreement and for one year thereafter, to engage, directly or indirectly, in (i) the ownership or operation of containerships of larger than 2,500 TEUs or (ii) the ownership or operation of any drybulk carriers or (iii) the acquisition of or investment in any business involved in the ownership or operation of containerships of larger than 2,500 TEUs or any drybulk carriers. Danaos Chartering has agreed to the same restrictions during the term of the brokerage services agreement and for one year thereafter. Notwithstanding these restrictions, if our independent directors decline the opportunity to acquire any such containerships or to acquire or invest in any such business, our chief executive officer will have the right to make, directly or indirectly, any such acquisition or investment during the four-month period following such decision by our independent directors, so long as such acquisition or investment is made on terms no more favorable than those offered to us. In this case, our chief executive officer and our Manager and Danaos Chartering will be permitted to provide management services to such vessels.
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Danaos Shipping provides us with administrative and technical management services under a management agreement. Danaos Chartering provides us with certain commercial services under a brokerage services agreement. Under the management agreement we will pay Danaos Shipping the following fees for 2026: (i) an annual management fee of $2.5 million and 100,000 shares of our common stock, payable annually in the fourth quarter, (ii) a daily vessel management fee of $550 for vessels on bareboat charter, for each calendar day we own each vessel, (iii) a daily vessel management fee of $1,100 for vessels on time charter or voyage charter, for each calendar day we own each vessel, and (iv) a flat fee of $850 thousand per newbuilding vessel, which is capitalized to the newbuilding cost, for the on premises supervision of any newbuilding contracts by selected engineers and others of its staff. Under the brokerage services agreement, we will pay to Danaos Chartering the following fees in 2026: (i) a fee of 1.25% on all freight, charter hire, ballast bonus and demurrage for each vessel and (ii) a fee of 1.0% based on the contract price of any vessel bought or sold by it on our behalf, including newbuilding contracts. The terms of the management agreement and brokerage services agreement expire on December 31, 2026, and automatically extend for additional 12-month terms, unless six months’ notice of non-renewal is given by either party prior to the end of the then current term. For each subsequent 12-month term, the fees and commissions will be set at a mutually agreed upon rate between us and Danaos Shipping or Danaos Chartering, respectively, no later than 30 days prior to the commencement of the applicable subsequent term.
Competition
We operate in markets that are highly competitive and based primarily on supply and demand. Generally, we compete for charters based upon price, customer relationships, operating expertise, professional reputation and size, age and condition of the vessel.
Competition for providing containership services comes from a number of experienced shipping companies, including both independent tonnage providers and liner companies operating their own vessels. The containership charter market has undergone significant consolidation in recent years. As of 2025, the ten largest global liner companies account for approximately 86% of total liner fleet capacity, compared to twenty major liner companies operating in 2015, and mainlane trades are currently served by three principal alliances. This consolidation provides liner companies with greater negotiating leverage in charter negotiations and may reduce the overall demand for chartered-in tonnage.
In addition, liner companies have progressively increased the proportion of their total fleet capacity that is directly owned rather than chartered-in from independent tonnage providers. This trend, if it continues, could reduce the pool of available charter opportunities for companies such as ours and increase competitive pressure on charter rates. The containership sector is further characterized by a significant volume of newbuilding deliveries. The industry orderbook-to-fleet ratio stood at approximately 35.4% as of January 2026, with the highest concentration of newbuildings in the segment for vessels over 12,000 TEU. This level of new supply, if not offset by sufficient demand growth, could increase competitive pressure on charter rates and vessel utilization.
The nature of the containership sector is such that significant time is necessary to develop the operating expertise and build a professional reputation in order to obtain and retain customers. We focus principally on larger TEU capacity containerships in the 2,200 to 13,200 TEU range, which we believe serve as the workhorses of long-distance container trades and provide increased flexibility and more stable cash flows compared to smaller TEU capacity vessels. We believe our large fleet, combined with our long-established business relationships and long-term contracts, provide us with an important competitive advantage in the containership business.
We expect our drybulk vessel business will fluctuate in line with the main patterns of trade of the major drybulk cargoes and vary according to changes in the supply and demand for these items. The drybulk sector is characterized by relatively low barriers to entry and highly fragmented vessel ownership. We compete with other owners of Capesize class drybulk vessels for charters based upon price, customer relationships, operating expertise, professional reputation and the size, age, location and condition of the vessel. The Capesize market is particularly sensitive to changes in Chinese iron ore and coal import volumes, as well as the development of new bulk commodity export sources such as Guinea bauxite, all of which affect the balance of supply and demand for Capesize vessel capacity.
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Crewing and Employees
We directly employ our Chief Executive Officer, our Chief Operating Officer, our Chief Financial Officer and our Chief Commercial Officer. As of December 31, 2025, 4,116 people served on board the vessels in our fleet and 282 people provided services to us on shore. Other than the officers noted above, there are no other employees of Danaos Corporation or its subsidiaries. In addition, Danaos Shipping, our Manager, is responsible for recruiting, either directly or through a crewing agent, the senior officers and all other crew members for our vessels and is reimbursed by us for all crew wages and other crew related expenses. We are not responsible for the compensation of shore-based employees of our Manager or Danaos Chartering. We believe the streamlining of crewing arrangements through our Manager ensures that all of our vessels will be crewed with experienced crews that have the qualifications and licenses required by international regulations and shipping conventions.
Permits and Authorizations
We are required by various governmental and other agencies to obtain certain permits, licenses and certificates with respect to our vessels. The kinds of permits, licenses and certificates required by governmental and other agencies depend upon several factors, including the commodity being transported, the waters in which the vessel operates, the nationality of the vessel’s crew and the age of the vessel. All permits, licenses and certificates currently required to permit our vessels to operate have been obtained. Additional laws and regulations, environmental or otherwise, may be adopted which could limit our ability to do business or increase the cost of doing business.
Inspection by Classification Societies
Every seagoing vessel must be “classed” by a classification society. The classification society certifies that the vessel is “in class,” signifying that the vessel has been built and maintained in accordance with the rules of the classification society and complies with applicable rules and regulations of the vessel’s country of registry and the international conventions of which that country is a member.
In addition, where surveys are required by international conventions and corresponding laws and ordinances of a flag state, the classification society will undertake them on application or by official order, acting on behalf of the authorities concerned.
The classification society also undertakes on request other surveys and checks that are required by regulations and requirements of the flag state. These surveys are subject to agreements made in each case and/or to the regulations of the country concerned.
For maintenance of the class, regular and extraordinary surveys of hull and machinery, including the electrical plant, and any special equipment classed are required to be performed as follows:
Annual Surveys. For seagoing ships, annual surveys are conducted for the hull and the machinery, including the electrical plant, and where applicable, on special equipment classed at intervals of twelve months from the date of commencement of the class period indicated in the certificate.
Intermediate Surveys. Extended annual surveys are referred to as intermediate surveys and typically are conducted two and one-half years after commissioning and each class renewal. Intermediate surveys may be carried out on the occasion of the second or third annual survey.
Class Renewal Surveys. Class renewal surveys, also known as special surveys, are carried out on the ship’s hull and machinery, including the electrical plant, and on any special equipment classed at the intervals indicated by the character of classification for the hull. During the special survey, the vessel is thoroughly examined, including audio-gauging to determine the thickness of the steel structures. Should the thickness be found to be less than class requirements, the classification society would prescribe steel renewals. The classification society may grant a one-year grace period for completion of the special survey. Substantial amounts of funds may have to be spent for steel renewals to pass a special survey if the vessel experiences excessive wear and tear. In lieu of the special survey every four or five years, depending on whether a grace period is granted, a shipowner has the option of arranging with the classification society for the vessel’s hull or machinery to be on a continuous survey cycle, in which every part of the vessel would be surveyed within a five-year cycle. At an owner’s application, the surveys required for class renewal may be split according to an agreed schedule to extend over the entire period of class. This process is referred to as continuous class renewal.
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All areas subject to surveys as defined by the classification society are required to be surveyed at least once per class period, unless shorter intervals between surveys are otherwise prescribed. The period between two subsequent surveys of each area must not exceed five years. Vessels under bareboat charter are drydocked by their charterers.
Most vessels are also drydocked every 30 to 36 months for inspection of their underwater parts and for repairs related to such inspections. If any defects are found, the classification surveyor will issue a “recommendation” which must be rectified by the ship-owner within prescribed time limits.
Most insurance underwriters make it a condition for insurance coverage that a vessel be certified as “in class” by a classification society which is a member of the International Association of Classification Societies. All of our vessels are certified as being “in class” by Lloyd’s Register of Shipping, Bureau Veritas, NKK, DNV, American Bureau of Shipping (ABS) and the Korean Register of Shipping.
Risk of Loss and Liability Insurance
General
The operation of any vessel includes risks such as mechanical failure, collision, property loss, cargo loss or damage and business interruption due to political circumstances in foreign countries, hostilities and labor strikes. In addition, there is always an inherent possibility of marine disaster, including oil spills and other environmental mishaps, and the liabilities arising from owning and operating vessels in international trade. The U.S. Oil Pollution Act of 1990, or OPA, which imposes virtually unlimited liability upon owners, operators and demise charterers of vessels trading in the United States exclusive economic zone for certain oil pollution accidents in the United States, has made liability insurance more expensive for shipowners and operators trading in the United States market.
While we maintain hull and machinery insurance, war risks insurance, P&I coverage for our containership and drybulk fleet in amounts that we believe to be prudent to cover normal risks in our operations, we may not be able to maintain this level of coverage throughout a vessel’s useful life. Furthermore, while we believe that our insurance coverage will be adequate, not all risks can be insured, and there can be no guarantee that any specific claim will be paid, or that we will always be able to obtain adequate insurance coverage at reasonable rates.
Dr. John Coustas, our chief executive officer, is the Deputy Chairman of the Board of Directors of The Swedish Club, our primary provider of insurance, including a substantial portion of our hull & machinery, war risk and P&I insurance.
Hull & Machinery, Loss of Hire and War Risks Insurance
We maintain marine hull and machinery and war risks insurance, which covers the risk of particular average, general average, 4/4ths collision liability, contact with fixed and floating objects (FFO) and actual or constructive total loss for all of our vessels. Our vessels will each be covered up to at least their fair market value after meeting certain deductibles per incident per vessel.
We do not obtain loss of hire insurance covering the loss of revenue during extended off-hire periods for the vessels in our fleet, other than with respect to any period during which our vessels are detained due to incidents of piracy, because we believe that this type of coverage is not economical and is of limited value to us, in part because historically our fleet has had a limited number of off-hire days.
Protection and Indemnity Insurance
P&I insurance provides insurance cover to its members in respect of liabilities, costs or expenses incurred by them in their capacity as owner or operator of the respective entered ship and arising out of an event during the period of insurance as a direct consequence of the operation of the ship. This includes third-party liability, crew liability and other related expenses resulting from the injury or death of crew, passengers and other third parties, the loss or damage to cargo, and except where the cover is provided in the hull and machinery policy, also third-party claims arising from collision with other vessels and damage to other third-party property. Indemnity cover is also provided for liability for the discharge or escape of oil or other substance, or threat of escape of such substances. Other liabilities which include salvage, towing, wreck removal and an omnibus provision are also included. Our P&I insurance is provided by Mutual P&I Associations who are part of the International Group of P&I Clubs.
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Our P&I insurance coverage in accordance with the International Group of P&I Club Agreement for pollution will be $1.0 billion per event. Our P&I Excess war risk coverage limit is $500.0 million, with a sub - limit of $125.0 million in respect of Russian, Ukrainian and Belarus waters and in respect of certain war and terrorist risks and the liabilities arising from bio-chemical etc., the limit is $30.0 million. For passengers and seaman risks, the limit is $3.0 billion, with a sub-limit of $2.0 billion for passenger claims only. The twelve P&I associations that comprise the International Group insure approximately 90% of the world’s commercial blue-water tonnage and have entered into a pooling agreement to reinsure each association’s liabilities. As a member of a P&I association, that is a member of the International Group, we will be subject to calls payable to the associations based inter-alia on the International Group’s claim records, as well as the individual claims’ records of all other members of the analogous individual associations and their performance. If our insurance providers are not able to obtain reinsurance for port calls in Iran, due to continuing U.S. primary sanctions applicable to U.S. persons facilitating transactions involving Iran, we may have to pay additional premiums with respect to any port calls that our charterers direct our vessels to make in Iran.
Environmental and Other Regulations
Government regulation significantly affects the ownership and operation of our vessels. They are subject to international conventions, national, state and local laws, regulations and standards in force in international waters and the countries in which our vessels may operate or are registered, including those governing the management and disposal of hazardous substances and wastes, the cleanup of oil spills and other contamination, air emissions, wastewater discharges and BWM. These laws and regulations include the U.S. Oil Pollution Act of 1990 (the “OPA”), the U.S. Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA”), the U.S. Clean Water Act, MARPOL, regulations adopted by the IMO and the EU, various volatile organic compound air emission requirements and various SOLAS amendments, as well as other regulations described below. Compliance with these laws, regulations and other requirements entails significant expense, including vessel modifications and implementation of certain operating procedures.
A variety of governmental and private entities subject our vessels to both scheduled and unscheduled inspections. These entities include the local port authorities (U.S. Coast Guard, harbor master or equivalent), classification societies, flag state administration (country of registry), charterers and, particularly, terminal operators. Certain of these entities require us to obtain permits, licenses, certificates and financial assurances for the operation of our vessels. Failure to maintain necessary permits or approvals could require us to incur substantial costs or result in the temporary suspension of operation of one or more of our vessels.
We believe that the heightened level of environmental and quality concerns among insurance underwriters, regulators and charterers is leading to greater inspection and safety requirements on all vessels and may accelerate the scrapping of older vessels throughout the industry. Increasing environmental concerns have created a demand for vessels that conform to stricter environmental standards. We are required to maintain operating standards for all of our vessels that emphasize operational safety, quality maintenance, continuous training of our officers and crews and compliance with U.S. and international regulations. We believe that the operation of our vessels is in substantial compliance with applicable environmental laws and regulations. Because such laws and regulations are frequently changed and may impose increasingly stricter requirements, any future requirements may limit our ability to do business, increase our operating costs, force the early retirement of some of our vessels, and/or affect their resale value, all of which could have a material adverse effect on our financial condition and results of operations. In addition, a future serious marine incident that causes significant adverse environmental impact, such as the 2010 Deepwater Horizon oil spill, could result in additional legislation or regulation that could negatively affect our profitability.
Environmental Regulation—International Maritime Organization
Our vessels are subject to standards imposed by the IMO (the United Nations agency for maritime safety and the prevention of pollution by ships). The IMO has adopted regulations that are designed to reduce pollution in international waters, both from accidents and from routine operations. These regulations address oil discharges, ballasting and unloading operations, sewage, garbage, and air emissions. For example, Annex III of MARPOL regulates the transportation of marine pollutants, and imposes standards on packing, marking, labeling, documentation, stowage, quantity limitations and pollution prevention. These requirements have been expanded by the International Maritime Dangerous Goods Code, which imposes additional standards for all aspects of the transportation of dangerous goods and marine pollutants by sea.
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In September 1997, the IMO adopted Annex VI to MARPOL to address air pollution from vessels. Annex VI, which came into effect on May 19, 2005, set limits on sulfur oxide (“SOx”) and nitrogen oxide (“NOx”) emissions from vessels and prohibited deliberate emissions of ozone depleting substances, such as chlorofluorocarbons. Annex VI also included a global cap on the sulfur content of fuel oil and allowed for special areas to be established with more stringent controls on sulfur emissions. Annex VI has been ratified by some, but not all IMO member states, including the Marshall Islands. Pursuant to a Marine Notice issued by the Marshall Islands Maritime Administrator as revised in March 2005, vessels flagged by the Marshall Islands that are subject to Annex VI must obtain an International Air Pollution Prevention Certificate evidencing compliance with Annex VI. We have obtained International Air Pollution Prevention certificates for all of our vessels. Amendments to Annex VI, effective July 2010, set progressively stricter regulations to control SOx and NOx emissions from ships, which present both environmental and health risks. These amendments provided for a progressive reduction in SOx emissions from ships, with a global cap of 0.5% on sulfur in marine fuel used by vessels without scrubbers (reduced from 3.50%) effective from January 1, 2020. Vessels with scrubbers may use fuel with a maximum sulfur content of 3.5%. The Annex VI amendments have also established tiers of stringent NOx emissions standards for new marine engines, depending on their dates of installation. The United States ratified the amendments, and all vessels subject to Annex VI must comply with the amended requirements when entering U.S. ports or operating in U.S. waters. In November 2022, amendments to MARPOL Annex VI adopted by the IMO came into effect. These amendments require ships to improve their energy efficiency with a view to reducing their greenhouse gas emissions, with a particular focus on carbon emissions, both through changes in technical specifications as well as in modifications in vessels’ operational parameters. The U.S. Coast Guard (the “USCG”) is working to implement the amended provisions of MARPOL Annex VI, chiefly through proposed rule 1625-AC78, which remains at the proposed rule stage since its original publication in October of 2022. The amended MARPOL provisions and the rules proposed by the USCG to implement them, in addition to any other new or more stringent air emission regulations which may be adopted, could require significant capital expenditures to retrofit vessels and could otherwise increase our capital expenditures and operating costs.
Additionally, more stringent emission standards apply in coastal areas designated by the IMO’s Marine Environment Protection Committee (“MEPC”) as Emission Control Areas (“ECAs”). For SOx, current ECAs in which a 0.1% cap on the sulfur content of fuel is enforced include: (i) the North American ECA, which includes the area extending 200 nautical miles from the Atlantic/Gulf and Pacific Coasts of the United States and Canada, the Hawaiian Islands, and the French territories of St. Pierre and Miquelon; (ii) the US Caribbean ECA, including Puerto Rico and the US Virgin Islands; (iii) the Baltic Sea ECA; and (iv) the North Sea ECA. Similar restrictions on the sulfur content of fuel apply in Icelandic and inland Chinese waters. Specifically, as of January 1, 2019, China expanded the scope of its Domestic ECAs to include all coastal waters within 12 nautical miles of the mainland. Effective from January 1, 2022, all vessels entering Korean ports are prohibited from consuming marine fuel with sulfur content exceeding 0.5% cap and are prohibited from consuming maritime fuel with sulfur content exceeding 0.1% cap in the SOx ECAs. For NOx, current ECAs in which certain requirements exist regarding the engines used by vessels and the attendant NOx emissions, include (i) the North American ECA, and (ii) the US Caribbean ECA. Additionally, two new NOx ECAs, the Baltic Sea and the North Sea, are being enforced for ships constructed (keel laying) on or after January 1, 2021, or existing ships which replace an engine with “non-identical” engines, or install an “additional” engine. We may incur costs to install control equipment on our engines in order to comply with these requirements. In December 2021, the member states of the Convention for the Protection of the Mediterranean Sea Against Pollution agreed to support the designation of a new ECA in the Mediterranean. The Mediterranean Sea ECA for SOx and Particulate Matter was approved at MEPC 78 and was formally designated during MEPC 79 in December 2022. MEPC 79 designated the Mediterranean Sea as an ECA for SOx and particulate matter, under MARPOL Annex VI. The amendment became effective on May 1, 2024, with the new limit taking effect on May 1, 2025. Other ECAs may be designated, and the jurisdictions in which our vessels operate may adopt more stringent emission standards independent of IMO. MEPC 80 adopted the 2023 IMO Strategy on Reduction of GHG Emissions from Ships with enhanced targets to mitigate harmful emissions. The revised IMO GHG Strategy comprises a common ambition to ensure an uptake of alternative zero and near-zero GHG fuels by 2030 and to achieve net-zero emissions from international shipping by 2050. In March 2024, MEPC 81 agreed on an illustration of a possible draft outline of an ‘IMO net-zero framework’ for cutting GHG emissions from international shipping, which lists regulations under MARPOL to be adopted or amended to allow a new global pricing mechanism for maritime GHG emissions. This may include economic mechanisms to incentivize the transition to net-zero. In April 2025, during its 83rd session (MEPC 83), the International Maritime Organization (IMO) approved draft amendments to MARPOL Annex VI establishing the IMO Net-Zero Framework, a landmark package requiring a global fuel standard and a greenhouse-gas pricing mechanism for ships over 5,000 GT (covering ~85% of international shipping emissions), based on a global fuel standard requiring ships to reduce their annual greenhouse gas fuel intensity (GFI) using a “Base Target” and a “Direct Compliance Target” at which ships would be eligible to earn “surplus units”, and requiring ships emitting above GFI thresholds to acquire remedial units to balance their deficit emissions. In October 2025, during the MEPC’s second extraordinary session (MEPC/ES.2, 14–17 Oct), IMO delegates voted to adjourn the formal adoption of the framework delaying it by one year due to lack of consensus postponing its final adoption until October 2026. As a result, the entry-into-force date has been pushed back. The earliest realistic implementation is now projected for March 2028, provided adoption occurs in October 2026 and is ratified according to IMO legislative timelines.
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The operation of our vessels is also affected by the requirements set forth in the ISM Code, which was made effective in July 1998. The ISM Code requires shipowners and bareboat charterers to develop and maintain an extensive SMS that includes the adoption of a safety and environmental protection policy setting forth instructions and procedures for safe operation and describing procedures for dealing with emergencies. The ISM Code requires that vessel operators obtain a Safety Management Certificate for each vessel they operate. This certificate evidences compliance by a vessel’s management with ISM Code requirements for a SMS. No vessel can obtain a certificate unless its operator has been awarded a document of compliance, issued by each flag state, under the ISM Code. The failure of a shipowner or bareboat charterer to comply with the ISM Code may subject such party to increased liability, decrease available insurance coverage for the affected vessels or result in a denial of access to, or detention in, certain ports. Currently, each of the vessels in our fleet is ISM Code-certified. However, there can be no assurance that such certifications will be maintained indefinitely.
In 2001, the IMO adopted the International Convention on Civil Liability for Bunker Oil Pollution Damage (the “Bunker Convention”), which imposes strict liability on ship owners for pollution damage in jurisdictional waters of ratifying states caused by discharges of bunker oil. The Bunker Convention also requires registered owners of ships over a certain size to maintain insurance for pollution damage in an amount equal to the limits of liability under the applicable national or international limitation regime (but not exceeding the amount calculated in accordance with the Convention on Limitation of Liability for Maritime Claims of 1976, as amended). The Bunker Convention entered into force on November 21, 2008. Liability limits under the Bunker Convention were increased as of June 2015. Our entire fleet has been issued a certificate attesting that insurance is in force in accordance with the insurance provisions of the Convention. In jurisdictions where the Bunker Convention has not been adopted, such as the United States, various legislative schemes or common law govern, and liability may be strictly imposed or fault-based.
On May 15, 2009, the IMO adopted the Hong Kong International Convention for the Safe and Environmentally Sound Recycling of Ships, 2009 (the “Hong Kong Convention”). The Hong Kong Convention was ratified by 16 states, representing 40% of the world fleet, in June 2023 and will enter into force on June 26, 2025. The Hong Kong Convention requires ships over 500 gross tonnes operating in international waters to maintain an Inventory of Hazardous Materials (an “IHM”). Only warships, naval auxiliary and governmental, non-commercial vessels are exempt from the requirements of the Hong Kong Convention. The IHM has three parts (1) Part I - hazardous materials inherent in the ship’s structure and fitted equipment; (2) Part II - operationally generated wastes; and (3) Part III - stores. Once the Hong Kong Convention has entered into force, each new and existing ship will be required to maintain Part I of IHM. We have established policies to ensure that each of our vessels covered by the Convention will maintain an accurate and up-to-date IHM. We are also working actively with all shipyards constructing our newbuilds on-order to ensure that the vessels are properly equipped with an IHM.
Environmental Regulation—The U.S. Oil Pollution Act of 1990
OPA established an extensive regulatory and liability regime for the protection and cleanup of the environment from oil spills. It applies to discharges of any oil from a vessel, including discharges of fuel oil and lubricants. The OPA affects all owners and operators whose vessels trade in the United States, its territories and possessions or whose vessels operate in U.S. waters, which include the United States’ territorial sea and its two hundred nautical mile exclusive economic zone. While we do not carry oil as cargo, we do carry fuel oil (or “bunkers”) in our vessels, making our vessels subject to the OPA requirements.
Under the OPA, vessel owners, operators and bareboat charterers are “responsible parties” and are jointly, severally and strictly liable (unless the discharge of oil results solely from the act or omission of a third party, an act of God or an act of war) for all containment and clean-up costs and other damages arising from discharges or threatened discharges of oil from their vessels. The OPA defines these other damages broadly to include:
● natural resources damage and the costs of assessment thereof;
● real and personal property damage;
● net loss of taxes, royalties, rents, fees and other lost revenues;
● lost profits or impairment of earning capacity due to property or natural resources damage; and
● net cost of public services necessitated by a spill response, such as protection from fire, safety or health hazards, and loss of subsistence use of natural resources.
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The OPA preserves the right to recover damages under existing law, including maritime tort law.
In December 2015, the USCG adjusted the limits of liability of responsible parties under the OPA and established a procedure to further adjust these limits every three years. Effective November 12, 2019, the OPA liability is limited to the greater of $1,200 per gross ton or $997,100 for non - tank vessels, subject to adjustment by the USCG for inflation every three years. On December 23, 2022, the USCG again adjusted those limits to the greater of $1,300 per gross ton or $1,076,000 per non-tank vessel. These latest adjustments took effect on March 23, 2023. These limits of liability do not apply if an incident was directly caused by violation of applicable U.S. federal safety, construction or operating regulations or by a responsible party’s gross negligence or willful misconduct, or if the responsible party fails or refuses to report the incident or to cooperate and assist in connection with oil removal activities.
The OPA requires owners and operators of vessels to establish and maintain with the USCG evidence of financial responsibility sufficient to meet their potential liabilities under the OPA. Under the regulations, vessel owners and operators may evidence their financial responsibility by providing proof of insurance, surety bond, self-insurance, or guaranty, and an owner or operator of a fleet of vessels is required only to demonstrate evidence of financial responsibility in an amount sufficient to cover the vessels in the fleet having the greatest maximum liability under the OPA. Under the self-insurance provisions, the shipowner or operator must have a net worth and working capital, measured in assets located in the United States against liabilities located anywhere in the world, that exceeds the applicable amount of financial responsibility. We have complied with the USCG regulations by providing a financial guaranty in the required amount.
The OPA specifically permits individual states to impose their own liability regimes with regard to oil pollution incidents occurring within their boundaries, and some states have enacted legislation providing for unlimited liability for oil spills. In some cases, states which have enacted such legislation have not yet issued implementing regulations defining vessels owners’ responsibilities under these laws. We intend to comply with all applicable state regulations in the ports where our vessels call.
We currently maintain, for each of our vessels, oil pollution liability coverage insurance in the amount of $1.0 billion per incident. In addition, we carry hull and machinery and protection and indemnity insurance to cover the risks of fire and explosion. Given the relatively small amount of bunkers our vessels carry, we believe that a spill of oil from the vessels would not be catastrophic. However, under certain circumstances, fire and explosion could result in a catastrophic loss. While we believe that our present insurance coverage is adequate, not all risks can be insured, and there can be no guarantee that any specific claim will be paid, or that we will always be able to obtain adequate insurance coverage at reasonable rates. If the damages from a catastrophic spill exceeded our insurance coverage, it would have a severe effect on us and could possibly result in our insolvency.
All owners and operators of vessels over 300 gross tons are required to establish and maintain with the USCG evidence of financial responsibility sufficient to meet their potential aggregate liabilities under the OPA and CERCLA, which is discussed below. An owner or operator of a fleet of vessels is required only to demonstrate evidence of financial responsibility in an amount sufficient to cover the vessel in the fleet having the greatest maximum liability under the OPA and CERCLA. We have complied with these requirements by providing a financial guarantee evidencing sufficient self-insurance. We have satisfied these requirements and obtained a USCG certificate of financial responsibility for all of our vessels trading in the United States of America.
Title VII of the Coast Guard and Maritime Transportation Act of 2004, or the CGMTA, amended the OPA to require the owner or operator of any non-tank vessel of 400 gross tons or more, that carries oil of any kind as a fuel for main propulsion, including bunkers, to have an approved response plan for each vessel. The vessel response plans include detailed information on actions to be taken by vessel personnel to prevent or mitigate any discharge or substantial threat of such a discharge of oil from the vessel due to operational activities or casualties. We have approved response plans for each of our vessels.
Compliance with any new OPA requirements could substantially impact our costs of operation or require us to incur additional expenses. The OPA specifically permits individual states to impose their own liability regimes with regard to oil pollution incidents occurring within their boundaries, and some states have enacted legislation providing for unlimited liability for oil spills. We intend to comply with all applicable state regulations in the ports where our vessels call.
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Environmental Regulation—CERCLA
CERCLA governs spills or releases of hazardous substances other than petroleum or petroleum products. The owner or operator of a ship, vehicle or facility from which there has been a release is liable without regard to fault for the release, and along with other specified parties may be jointly and severally liable for remedial costs. Costs recoverable under CERCLA include cleanup and removal costs, natural resource damages and governmental oversight costs. Liability under CERCLA is generally limited to the greater of $300 per gross ton or $0.5 million per vessel carrying non - hazardous substances ($5.0 million for vessels carrying hazardous substances), unless the incident is caused by gross negligence, willful misconduct or a violation of certain regulations, in which case liability is unlimited. The USCG’s financial responsibility regulations under the OPA also require vessels to provide evidence of financial responsibility for CERCLA liability in the amount of $300 per gross ton. As noted above, we have provided a financial guaranty in the required amount to the USCG and we will continue to fulfill this requirement for all of our vessels.
Environmental Regulation—The Clean Water Act
The U.S. Clean Water Act (the “CWA”), prohibits the discharge of oil or hazardous substances in navigable waters and imposes strict liability in the form of penalties for any unauthorized discharges. The CWA imposes substantial liability for the costs of removal, remediation and damages and complements the remedies available under the OPA and CERCLA, discussed above. Under U.S. Environmental Protection Agency (“EPA”) regulations, we are required to obtain a CWA permit regulating and authorizing any discharges of ballast water or other wastewaters incidental to our normal vessel operations if we operate within the three - mile territorial waters or inland waters of the United States. The permit, which the EPA has designated as the Vessel General Permit for Discharges Incidental to the Normal Operation of Vessels (“VGP”), incorporates the USCG requirements for BWM, as well as supplemental ballast water requirements and limits for 26 other specific discharges. Regulated vessels cannot operate in U.S. waters unless they are covered by the VGP. To do so, owners of commercial vessels greater than 79 feet in length must submit a Notice of Intent (“NOI”), at least 30 days before the vessel operates in U.S. waters. To comply with the VGP, vessel owners and operators may have to install equipment on their vessels to treat ballast water before it is discharged or implement port facility disposal arrangements or procedures at potentially substantial cost. The VGP also requires states to certify the permit, and certain states have imposed more stringent discharge standards as a condition of their certification. Many of the VGP requirements have already been addressed in our vessels’ current ISM Code SMS Plan.
On April 12, 2013, EPA issued the current VGP (the “2013 VGP”). The 2013 VGP contains numeric effluent limits for ballast water discharges that are expressed as maximum concentrations of living organisms per unit of ballast water volume discharged. These requirements correspond with the IMO’s requirements under the BWM Convention, discussed below, and are consistent with the USCG’s 2012 ballast water discharge standards, also described below. The 2013 VGP also includes additional management requirements for non-ballast water discharges and requires the submission of annual reports by all vessels covered by the 2013 VGP. We have submitted NOIs for all of our vessels that operate or potentially operate in U.S. waters and have submitted annual reports for all of our covered vessels. The 2013 VGP was set to expire on December 13, 2018; however, its provisions will remain in effect until the regulations under the 2018 Vessel Incidental Discharge Act (“VIDA”) are final and enforceable. VIDA, signed into law on December 4, 2018, establishes a new framework for the regulation of vessel incidental discharges under CWA Section 312(p). VIDA requires the EPA to develop performance standards for those discharges within two years of enactment, and requires the USCG to develop implementation, compliance, and enforcement regulations within two years of the EPA’s promulgation of its performance standards. All provisions of the 2013 VGP will remain in force and effect until the USCG regulations under VIDA are finalized. On October 26, 2020, the EPA published a Notice of Proposed Rulemaking – Vessel Incident Discharge National Standards of Performance in the Federal Register for public comment. The comment period closed on November 25, 2020. On October 18, 2023, the EPA published a Supplemental Notice to the Vessel Incidental Discharge National Standards of Performance, which shares new ballast water information that the EPA received from the USCG. On September 20, 2024, the EPA finalized national standards of performance for non-recreational vessels 79-feet in length and longer with respect to incidental discharges and on October 9, 2024, these Vessel Incidental Discharge National Standards of Performance were published. Several U.S. states have added specific requirements to the Vessel General Permit including submission of a Notice of Intent, or retention of a PARI form and submission of annual reports. Any upcoming rule changes may have financial impact on our vessels and may result in vessels being banned from calling in the United States in case compliance issues arise.
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Environmental Regulation—The Clean Air Act
The Federal Clean Air Act, including its amendments of 1977 and 1990 (“CAA”) requires the EPA to promulgate standards applicable to emissions of volatile organic compounds and other air contaminants. Our vessels are subject to CAA vapor control and recovery standards for cleaning fuel tanks and conducting other operations in regulated port areas and emissions standards for so-called “Category 3” marine diesel engines operating in U.S. waters. Several states regulate emissions from vessel vapor control and recovery operations under federally-approved State Implementation Plans. The California Air Resources Board has adopted clean fuel regulations applicable to all vessels sailing within 24 miles of the California coast whose itineraries call for them to enter any California ports, terminal facilities or internal or estuarine waters. Only marine gas oil or marine diesel oil fuels with 0.1% sulfur content or less will be allowed. If new or more stringent requirements relating to marine fuels or emissions from marine diesel engines or port operations by vessels are adopted by the EPA or any states, compliance with these regulations could entail significant capital expenditures or otherwise increase the costs of our operations.
Environmental Regulation—Other Environmental Initiatives
The EU has also adopted legislation that requires member states to impose criminal sanctions for certain pollution events, such as the unauthorized discharge of tank washings.
The Paris Memorandum of Understanding on Port State Control, to which 27 nations are parties, adopted the “New Inspection Regime” (“NIR”), effective January 1, 2011. The NIR is a significant departure from the previous system, as it is a risk based targeting mechanism that will reward quality vessels with a smaller inspection burden and subject high - risk ships to more in - depth and frequent inspections. The NIR is designed to identify potential substandard ships and increase the effectiveness of inspections. The inspection record of a vessel, its age and type, the Voluntary IMO Member State Audit Scheme, and the performance of the flag State and recognized organizations are used to develop the risk profile of a vessel.
The European Monitoring, Reporting and Verification Regulation (the “EU MRV”) regulation entered into force on July 1, 2015, and require ship owners and operators to annually monitor, report and verify carbon dioxide emissions for vessels larger than 5,000 gross tonnage calling at any EU, Norway and Iceland port. Data collection takes place on a per voyage basis and started on January 1, 2018. The reported carbon dioxide emissions, together with additional data, are to be verified by independent certified bodies and sent to a central database managed by the European Maritime Safety Agency. Since the year 2019, it is mandatory for the companies to submit an approved by an independent verifier emissions report to the European Commission and to the responsible authorities of the flag states. The aggregated ship emission and efficiency data is published by the European Commission.
In January 2023, the EU Parliament, Council and Commission reached a preliminary agreement to extend the EU’s Emission Trading System (“ETS”) to commercial cargo or passenger vessels above 5000 GT. Maritime shipping is included within the European Union’s Emission Trading Scheme (ETS) as of January 1, 2024 with a phase-in period requiring shipping companies to surrender 40% of their 2024 emissions in 2025; 70% of their 2025 emissions in 2026; and 100% of their 2026 emissions in 2027. Compliance with the maritime EU ETS may result in additional compliance and administration costs. These amendments impose an additional regulatory burden on us to ensure that our vessels meet the requirements of the revised EU-MRV, as well as potential additional costs related to the ETS.
The amended EU ETS Directive has applied to cargo and passenger ships of 5,000GT and above since January 1, 2024, and applies to 100% of carbon emissions from voyages between EU ports and 50% of carbon emissions from voyages between an EU port and a non-EU port. The EU ETS is a ‘cap and trade’ system, where participants purchase allowances via an auction process (or via allocation free of charge), for the purpose of retiring sufficient allowances each year to comply with EU ETS. Surplus allowances can be traded with other participants on a secondary market. An allowance entitles the holder to emit one tonne of CO2 and each year participants must surrender the requisite amount of allowances corresponding to their verified annual of qualifying emissions (monitored, reported and verified in accordance with the MRV (which was also amended in 2023) for the previous reporting calendar year or face paying a financial penalty plus the balance of outstanding allowances. The responsible party is obliged to surrender allowances in accordance with a phase in period: 40% in 2025 for verified emissions relating to the reporting period of 2024, 70% in 2026 for verified emissions relating to the reporting period of 2025 and 100% in 2027 (and every year after) for verified emissions relating to the reporting period of 2026. However, from 2026 qualifying GHG emissions will include nitrous oxides and methane in addition to carbon emissions. The EU ETS provides for means by which the party responsible for compliance costs (which is usually the shipowner, but may be another entity that has assumed responsibilities under the ISM Code and to whom responsibility under EU ETS has been mandated in writing) can request reimbursement from those entities who, pursuant to an underlying physical contract, have contracted to purchase and supply fuel to the vessel or otherwise have assumed operational control of the ship, such as the charterers, for costs in relation to compliance with the EU ETS. It is not expected that compliance with such regulations will have a material effect on the operation or financial viability of our business as we pass on the costs of EU ETS compliance (the polluter pays principle) to charterers under contractual arrangements, for our vessels under time charters.
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On January 31, 2020, the UK withdrew from the EU and has become an independent sovereign nation. Although the UK is no longer part of the EU MRV regime, the EU Regulation which established that regime (Regulation (EU) 2015/757) was retained in domestic law under the EU (Withdrawal) Act 2018, subject to amendments needed to make it operable in a UK-only context. As such the UK MRV regime is an identical monitoring reporting and verification system to the EU regulation that applies to voyages between two UK ports, voyages between a UK and non-EEA port and emissions generated at a UK port. The rest of the compliance obligations remained identical as the EU MRV regime. Moreover, as a result of the UK’s withdrawal from the EU, the UK Emissions Trading Scheme (UK ETS) replaced the UK’s participation in the European Union Emissions Trading Scheme on January 1, 2021. From July 1, 2026, the UK ETS covers maritime vessels of 5,000+ gross tonnage (GT) operating between UK ports, and requires reporting and verification of carbon, methane and nitrous oxide emissions. The expansion of the UK ETS to international voyages is under consideration.
The Fuel EU Maritime Regulation entered into force on January 1, 2025 and sets an annual GHG intensity limit on maritime fuels and other energy used on board vessels above 5,000GT that transport cargo or passengers, arriving at or departing from EU ports. Under FuelEU Maritime the entity with responsibility for the vessel under the ISM Code; (the technical ship manager) is required to: (1) comply with the annual GHG intensity limit for fuel and energy set by FuelEU Maritime (requiring the monitoring and recording of emissions on an annual basis (each year a “Reporting Period”), on a Well-To-Wake (“WtW”) basis), confirmed by the recording of a verified annual compliance balance on the FuelEU Database before May 1st of the following year (the “Verification Period”); (2) from 2030, comply with provisions relating the mandatory use of onshore power supply for passenger and container vessels; and (3) where it is established that the uptake of renewable fuels of non-biological origin (“RFNBO”) for the Reporting Period 2031 is less than 1% across the shipping sector, comply with a sub-target of RFNBOs to be used on board equal to 2% of its yearly energy consumption, from 2034 onwards. For the purpose of monitoring and recording, WtW emissions for voyages are counted in the same way as those for the EU ETS (see above).Starting from 2026 calendar year for the 2025 reporting period and thereafter for every subsequent reporting period, the following key stages are required during each Verification Period: By January 31st, each company must provide its verifier with a ship-specific FuelEU Report containing ship and voyage-related information in respect of the recent Reporting Period. By March 31st the verifier must calculate and notify the company of the yearly average GHG intensity of the energy used on board the ship, the ship’s compliance balance, and other information. Before May 1st the verifier must record each company’s verified GHG intensity compliance balance on the FuelEU Database. Companies whose verified compliance balance does not meet the annual GHG intensity limit (“Deficit Vessels”), are subject to a penalty of EUR 2,400 per tonne of VLSFO energy equivalent, in respect of any negative balance (a “Compliance Deficit”), payable by 30 June of the Verification Period. By the same date the verifier will issue a FuelEU Document of Compliance (“DOC”) to all vessels that do not have a compliance Deficit, or have paid any Penalty owed, which will remain valid for 18 months or until the next DOC is issued, whichever is earlier. To facilitate compliance, between 31 March and 30 April FuelEU Maritime allows companies to make use any of three flexibility mechanisms (and more than one, where compatible): (1) borrowing (whereby Deficit Vessels may borrow compliance surplus from the following Reporting Period, in exchange for a multiplier to the Compliance Deficit in the year from which Surplus was borrowed); (2) banking, where by compliant Vessels (“Surplus Vessels”), may transfer any excess positive balance (“Compliance Surplus”), for use in the next Reporting Period; and (3) pooling, whereby Surplus Vessels can transfer Compliance Surplus to Deficit Vessels, subject to ensuring that the pool formed, as a whole, is compliant. Unlike EU ETS, no direct statutory recourse exists for the company against time charterer (or other entity ultimately responsible for the purchase of the of the fuel or commercial operation of the ship), under FuelEU Maritime. Instead, if the company wishes to pass costs of FuelEU Maritime down to the operator of the vessel, this must be achieved by contractual arrangements (in both time and voyage charterparties), requiring (in most cases) amendments to contracts. The Company has entered into contractual arrangements, in time charter contracts to pass down to charterers the costs and liabilities arising under FuelEU Maritime.
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The U.S. National Invasive Species Act (“NISA”), was enacted in 1996 in response to growing reports of harmful organisms being released into U.S. ports through ballast water taken on by ships in foreign ports. Under NISA, the USCG adopted regulations in July 2004 imposing mandatory BWM practices for all vessels equipped with ballast water tanks entering U.S. waters. These requirements can be met by performing mid-ocean ballast exchange, by retaining ballast water on board the ship, or by using environmentally sound alternative BWM methods approved by the USCG. (However, mid-ocean ballast exchange is mandatory for ships heading to the Great Lakes or Hudson Bay, or vessels engaged in the foreign export of Alaskan North Slope crude oil.) Mid-ocean ballast exchange is the primary method for compliance with the USCG regulations, since holding ballast water can prevent ships from performing cargo operations upon arrival in the United States, and alternative methods are still under development. Vessels that are unable to conduct mid-ocean ballast exchange due to voyage or safety concerns may discharge minimum amounts of ballast water (in areas other than the Great Lakes and the Hudson River), provided that they comply with record keeping requirements and document the reasons they could not follow the required BWM requirements. On March 23, 2012 the USCG adopted ballast water discharge standards that set maximum acceptable discharge limits for living organisms and established standards for BWM systems. The regulations became effective on June 21, 2012 and were phased in between January 1, 2014 and January 1, 2016 for existing vessels, depending on the size of their ballast water tanks and their next drydocking date. As of the date of this report, the USCG has approved forty BWM systems. Certain of our vessels have obtained extensions for drydocking and will install the BWM systems in the next scheduled dry-docking date and certain vessels installed the BWM systems afloat in 2022.
In the past absence of federal standards, states enacted legislation or regulations to address invasive species through ballast water and hull cleaning management and permitting requirements. Michigan’s BWM legislation was upheld by the Sixth Circuit Court of Appeals, and California enacted legislation extending its BWM program to regulate the management of “hull fouling” organisms attached to vessels and adopted regulations limiting the number of organisms in ballast water discharges. Other states may proceed with the enactment of requirements similar to those of California and Michigan or the adoption of requirements that are more stringent than the EPA and USCG requirements. We could incur additional costs to comply with additional USCG or state BWM requirements.
At the international level, the IMO adopted the BWM Convention in February 2004. The Convention’s implementing regulations call for a phased introduction of mandatory ballast water exchange requirements, to be replaced in time with mandatory concentration limits. The BWM Convention took effect on September 8, 2017. Many of the implementation dates originally contained in the BWM Convention had already passed prior to its effectiveness, so that the period for installation of mandatory ballast water exchange requirements would be very short, with several thousand ships per year needing to install compliant systems. Consequently, the IMO Assembly passed a resolution in December 2013 revising the dates for implementation of the BWM requirements so that they are triggered by the entry into force date. In effect, this makes all vessels constructed before September 8, 2017 “existing” vessels, allowing for the installation of BWM systems on such vessels at the first renewal survey following entry into force of the BWM Convention. In July 2017, the implementation scheme was further changed to require vessels with International Oil Pollution Prevention (“IOPP”) certificates expiring between September 8, 2017 and September 8, 2019 to comply at their second IOPP renewal. All ships must have installed a ballast water treatment system by September 8, 2024.
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The Kyoto Protocol entered into force in February 2005 and required adopting countries to implement national programs to reduce emissions of certain greenhouse gases, but emissions from international shipping were not subject to the Kyoto Protocol. The second commitment period of the Kyoto Protocol expired in 2020. The Paris Agreement adopted under the United Nations Framework Convention on Climate Change in December 2015 contemplates commitments from each nation party thereto to take action to reduce greenhouse gas emissions and limit increases in global temperatures but did not include any restrictions or other measures specific to shipping emissions. However, restrictions on shipping emissions are likely to continue to be considered and a new treaty may be adopted in the future that includes restrictions on shipping emissions. The IMO’s MEPC adopted two new sets of mandatory requirements to address greenhouse gas emissions from vessels at its July 2011 meeting. The Energy Efficiency Design Index (“EEDI”) establishes a minimum energy efficiency level per capacity mile and is applicable to new vessels. The Ship Energy Efficiency Management Plan (“SEEMP”) is applicable to currently operating vessels of 400 metric tons and above and we are in compliance. These requirements entered into force in January 2013 and could cause us to incur additional compliance costs in the future, particularly as the SEEMP will be strengthened to include mandatory content, including a CII target implementation plan (see below), on top of being subject to approval by appropriate authorities. These new requirements for existing ships will be reviewed by the end of 2025, with particular focus on the enforcement of the carbon intensity rating requirements. MARPOL amendments released in November 2020 and adopted in June 2021 build upon the EEDI and SEEMP and require ships to reduce carbon intensity based on a new Energy Efficiency Existing Ship Index and reduce operational carbon intensity reductions based on a new operational carbon intensity indicator, in line with the IMO strategy which aims to reduce carbon intensity of international shipping by 40% by 2030. The EEXI, which entered into force in January 2023, requires alterations to a vessel’s design, machinery or arrangements to meet a certain goal of CO2 grams emitted per capacity tonne mile under certain reference conditions. This measure accounts for the vessel’s engine power, fuel consumption and CO2 conversion capacity, all of which make it impossible to effect EEXI compliance by merely reducing the ship’s speed or cargo load. Alongside the EEXI, a mandatory Carbon Intensity Indicator (“CII”) was introduced on January 1, 2023. This measure of annual efficiency is used to rate vessels based on the grams of CO2 they emit per dwt-mile, giving all cargo vessels above 5,000 GT a rating of A to E every year. The rating thresholds will become increasingly stringent towards 2030. For ships that achieve a D rating for three consecutive years or an E rating, a corrective action plan needs to be developed as part of the SEEMP and approved. The USCG plans to develop and propose regulations to implement these provisions in the United States.
On June 29, 2017, the Global Industry Alliance, or the GIA, was officially inaugurated. The GIA is a program, under the Global Environmental Facility-United Nations Development Program- IMO project, which supports shipping, and related industries, as they move towards a low carbon future. Organizations including, but not limited to, shipowners, operators, classification societies, and oil companies, signed to launch the GIA.
The China Maritime Safety Administration (the “China MSA”) issued the Regulation on Data Collection of Energy Consumption for Ships in November 2018. This regulation is effective as of January 1, 2019 and requires ships calling on Chinese ports to report fuel consumption and transport work details directly to the China MSA. This regulation also contains additional requirements for Chinese-flagged vessels (domestic and international) and other non-Chinese-flagged international navigating vessels. In November 2022, the China MSA published an additional Regulation of Administrative Measures of Ship Energy Consumption Data and Carbon Intensity, which came into effect on December 22, 2022. This regulation was essentially enacted to implement MARPOL Annex VI to Chinese-flagged vessels, though a few of its provisions also apply to foreign ships with a gross tonnage of at least 400 entering and exiting Chinese ports. This Regulation essentially applies more stringent rules around that collection and reporting of data related to ships’ energy consumption, as is already required by the 2018 regulation.
On October 23, 2023, the China MSA modified its monitoring and inspection requirements for vessels subject to intensified monitoring and inspection. Effective December 1, 2023, the requirements expand the kinds of vessels that can be included in the list and authorize provincial-level offices to enter vessels parallel to the China MSA’s existing authority. The modified rules no longer distinguish between Chinese and foreign vessels. Currently, we have no vessels on the list in question, and we closely monitor compliance with applicable rules and regulations to avoid any such entry. Nevertheless, because it is unclear how the China MSA may amend the list’s entry requirements, any number of our vessels could be entered into the list regardless of our efforts. This would subsequently result in heightened monitoring, inspection and compliance costs, as well as associated delays in the vessels’ operations.
Additional legislation or regulation applicable to the operation of our ships that may be implemented in the future could negatively affect our profitability.
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Vessel Security Regulations
Since the terrorist attacks of September 11, 2001, there have been a variety of initiatives intended to enhance vessel security. On November 25, 2002, the U.S. Maritime Transportation Security Act of 2002 (“MTSA”) came into effect. To implement certain portions of the MTSA, in July 2003, the USCG issued regulations requiring the implementation of certain security requirements aboard vessels operating in waters subject to the jurisdiction of the United States. Similarly, in December 2002, amendments to SOLAS created a chapter of the convention dealing specifically with maritime security. The chapter went into effect in July 2004, and imposes various detailed security obligations on vessels and port authorities, most of which are contained in the International Ship and Port Facilities Security Code (the “ISPS Code”).
The ISPS Code is designed to protect ports and international shipping against terrorism. To trade internationally a vessel must obtain an International Ship Security Certificate (“ISSC”) from a recognized security organization approved by the vessel’s flag state. To obtain an ISSC a vessel must meet certain requirements, including:
● on-board installation of automatic identification systems to enhance vessel-to-vessel and vessel-to-shore communications;
● on-board installation of ship security alert systems that do not sound on the vessel but alert the authorities on shore;
● the development of vessel security plans;
● identification numbers to be permanently marked on a vessel’s hull;
● a continuous synopsis record to be maintained on board showing the vessel’s history, including the vessel ownership, flag state registration, and port registrations; and
● compliance with flag state security certification requirements.
In addition, as of January 1, 2009, every company and/or registered owner is required to have an identification number which conforms to the IMO Unique Company and Registered Owner Identification Number Scheme. Danaos Shipping has also complied with this requirement.
The USCG regulations are intended to align with international maritime security standards and exempt non - U.S. vessels that have a valid ISSC attesting to the vessel’s compliance with SOLAS security requirements and the ISPS Code from the requirement to have a USCG-approved vessel security plan. We have implemented the various security measures addressed by the MTSA, SOLAS and the ISPS Code and have ensured that our vessels are compliant with all applicable security requirements. Our fleet, as part of our continuous improvement cycle, is reviewing ship security plans and is maintaining best management practices during passage through security risk areas.
IMO Cyber security
The Maritime Safety Committee, at its 98th session in June 2017, also adopted Resolution MSC.428(98)—Maritime Cyber Risk Management in Safety Management Systems (the “Cyber Risk Resolution”). The Cyber Risk Resolution encourages administrations to ensure that cyber risks are appropriately addressed in existing SMS no later than the first annual verification of the company’s Document of Compliance after January 1, 2021. Owners risk having ships detained if they have not included cyber security in the ISM Code SMS on their ships.
Vessel Recycling Regulations
The EU has also recently adopted a regulation that seeks to facilitate the ratification of the IMO Recycling Convention (the “Recycling Regulation”) and sets forth rules relating to vessel recycling and management of hazardous materials on vessels. In addition to new requirements for the recycling of vessels, the Recycling Regulation contains rules for the control and proper management of hazardous materials on vessels and prohibits or restricts the installation or use of certain hazardous materials on vessels. The Recycling Regulation applies to vessels flying the flag of an EU member state and certain of its provisions apply to vessels flying the flag of a third country calling at a port or anchorage of a member state. For example, when calling at a port or anchorage of a member state, a vessel flying the flag of a third country will be required, among other things, to have on board an inventory of hazardous materials that complies with the requirements of the Recycling Regulation and the vessel must be able to submit to the relevant authorities of that member state a copy of a statement of compliance issued by the relevant authorities of the country of the vessel’s flag verifying the inventory. The Recycling Regulation took effect on non-EU- flagged vessels calling on EU ports of call beginning on December 31, 2020.
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Seasonality
Our containerships primarily operate under multi-year charters and therefore are not subject to the effect of seasonal variations in demand.
Demand for drybulk vessel capacity may exhibit seasonal variations based on the historical data. The drybulk sector is typically stronger in the fiscal quarters ended September 30 and December 31, resulting in fluctuations in market charter rates. These seasonal variations may affect our operating results on a quarterly basis for vessels trading in the spot market, which is currently the trading pattern for our drybulk vessels.
Properties
We have no freehold or leasehold interest in any real property. We occupy space at 3, Christaki Kompou Street, Peters House, 3300, Limassol, Cyprus and 14 Akti Kondyli, 185 45 Piraeus, Greece that is owned by our Manager, Danaos Shipping, and which is provided to us as part of the services we receive under our management agreement.