← Back to DHT filing summaryThis is the extracted source text from the SEC filing. Formatting may differ from the original document.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
You should read the following discussion and analysis in conjunction with our consolidated financial statements, and the related notes included elsewhere in this report. This Management’s Discussion and
Analysis of Financial Condition and Results of Operations contains forward-looking statements based on assumptions about our future business. Please see “Cautionary Note Regarding Forward-Looking Statements” for a discussion of the risks,
uncertainties and assumptions relating to these statements. Our actual results may differ from those contained in the forward-looking statements and such differences may be material.
BUSINESS
We currently operate a fleet of 23 VLCC crude oil tankers (including two VLCCs that we have agreed to sell), all of which are wholly owned by DHT Holdings, Inc. In addition, we have contracted with Hyundai Samho Heavy Industries to build two
new VLCCs for delivery during the first half of 2026. VLCCs are tankers ranging in size from 270,000 to 320,000 deadweight tons, or “dwt”. As of the date of this report, 11 of the vessels in our fleet are on time charters and 12 vessels are
operating in the spot market. The fleet operates globally on international routes. The 23 VLCCs currently in operation have a combined carrying capacity of 7,162,399 dwt and an average age of 10.1 years as of the date of this report.
As of the date of this report, we are a party to a ship management agreements with one of our subsidiaries, the Technical Manager, who is generally responsible for the technical operation and upkeep of our vessels, including crewing,
maintenance, repairs and drydockings, maintaining required vetting approvals and relevant inspections, and helping ensure our fleet compliance with the requirements of classification societies as well as relevant governments, flag states,
environmental and other regulations. Under the respective ship management agreements, each vessel subsidiary pays the actual cost associated with the technical management and an annual management fee for the relevant vessel.
FACTORS AFFECTING OUR RESULTS OF OPERATIONS AND FINANCIAL CONDITION
The principal factors that affect our results of operations and financial condition include:
• with respect to vessels on charter, the charter rate that we are paid;
• with respect to vessels operating in the spot market, the revenues earned by such vessels and cost of bunkers;
• our vessels’ operating expenses;
• our insurance premiums and vessel taxes;
• the required maintenance capital expenditures related to our vessels;
• the required capital expenditures related to newbuilding orders;
• our ability to access capital markets to finance our fleet;
• our vessels’ depreciation and potential impairment charges;
• our general and administrative and other expenses;
• our interest expense including any interest swaps;
• any future vessel sales and acquisitions;
39
Table of Contents
• general market conditions when charters expire;
• general market fragmentation or consolidation of vessel ownership or operational control;
• fluctuations in the supply of and demand for oil transportation; and
• prepayments under our credit facilities to remain in compliance with covenants.
Our revenues are principally derived from time charter hire and by vessels operating in the spot market. Vessels operating on time charters for a certain period of time provide more predictable cash flows over that period of time, but can
yield lower profit margins than vessels operating in the spot charter market during periods characterized by favorable market conditions. Vessels operating in the spot market generate revenues that are less predictable but may enable us to
capture increased profit margins during periods of improved rates. Freight rates are sensitive to patterns of supply and demand for oil transportation. Rates for the transportation of crude oil are determined by market forces, such as the
supply and demand for oil, the distance that cargoes must be transported and the number of vessels available at the time such cargoes need to be transported. The demand for oil transportation is affected by the state of the global economy and
commercial and strategic inventory building of oil, among other things. The number of vessels is affected by the construction of new vessels, the retirement of existing vessels from service and, particularly in recent years, the number of
vessels subject to sanctions. The tanker industry has historically been cyclical, experiencing volatility in freight rates, profitability and vessel values (refer to “Item 3.D. Risk Factors—Risks Relating to Our Industry”).
Our expenses consist primarily of voyage expenses, including primarily the cost of bunkers and port charges; vessel operating expenses, hereunder crew cost, maintenance expenses, spare parts, various consumables, insurance premium expenses;
interest expense, financing expenses, depreciation expense, impairment charges, vessel taxes and general and administrative expenses.
With respect to vessels on time charters, the charterers generally pay us charter hire monthly, fully or partly, in advance. With respect to vessels operating in the spot market, our customers typically pay us the freight upon discharge of
the cargo. We fund daily vessel operating expenses under our ship management agreements monthly in advance. We are required to pay interest under our secured credit facilities quarterly or semiannually in arrears, insurance premiums either
annually or more frequently (depending on the policy) and our vessel taxes, registration dues and classification expenses annually.
MARKET OUTLOOK FOR 2026
Demand for oil and transportation of crude oil continue to grow. The market is impacted by geopolitical events and tensions that are causing strains on energy security and global trade. While we think it is
impossible to present a clear and credible view on the outcome of current geopolitical events, we expect the resulting dynamics to include disruptions and less efficiencies, hence supportive of our business.
The global tanker fleet continues to rapidly age with limited new supply entering the market. The orderbook for supply of new ships is benign with some 22% of capacity scheduled for delivery over the coming five
years. This is insufficient to replace the close to 50% of the fleet projected to be older than 15-years of age by the end of 2026. An increasing number of ships have been sanctioned by the United States, the UK and the EU, likely reducing
transportation efficiencies, hence capacity. Further, regulations related to emissions from transportation work will increasingly constrain the productivity of the older part of the global fleet. Lastly, a fundamental shift in fleet ownership
is taking place with fleet consolidation by private actors gaining meaningful traction. We expect the aggregators to control a significant part of the compliant tramping VLCC fleet – a critical market share. This consolidation will likely shift
the pricing dynamics and put pressure on timely availability of ships. As end users increasingly are taking note of this trend, we anticipate rising interest from customers seeking to secure reliability – a reliability that could command a
premium.
We believe our strategy continues to be well suited for the market that we operate in and is based on the following core principles:
■ Our renowned business approach as an experienced organization with focus on first rate operations and customer service;
40
Table of Contents
■ Our quality ships;
■ Our prudent capital structure that promotes staying power through the business cycles;
■ Our fleet employment with a combination of market exposure and fixed income contracts;
■ Our disciplined capital allocation strategy through cash dividends, investments in vessels, debt prepayments and share buybacks; and
■ Our transparent corporate structure maintaining a high level of integrity and corporate governance.
A. OPERATING RESULTS
Year ended December 31, 2025 compared to the year ended December 31, 2024
Income from Vessel Operations
Shipping revenues decreased by $70.6 million, or 12.4%, to $497.2 million in 2025 from $567.8 million in 2024. The decrease from 2024 to 2025 includes $40.1 million attributable to a decrease in total revenue days resulting from a smaller
fleet size and $30.4 million attributable to lower revenue per day.
Other revenues for 2025 were $1.2 million compared to $3.9 million in 2024 and relate to technical management services provided. The decrease is due to a reduction in the fleet size for which the Company provides third-party technical
management services.
Other income for 2025 was $1.0 million which related to the distribution of equity received from The Norwegian Shipowner’s Mutual War Risk Insurance Association. There was no other income for 2024.
The Company recorded a gain of $52.9 million in 2025 related to the sale of DHT Scandinavia, DHT Lotus and DHT Peony. There was no gain or loss related to sale of vessels in 2024.
Voyage expenses decreased by $51.5 million to $128.1 million in 2025 from $179.6 million in 2024. The decrease was mainly due to fewer vessels operating in the spot market during 2025 compared to 2024, which led to a reduction in voyage
expenses. Specifically, bunker expenses decreased by $45.8 million, port expenses by $5.6 million and broker commission by $0.9 million, partially offset by an increase in other voyage-related costs of $0.8 million.
Vessel operating expenses decreased by $5.6 million to $73.0 million in 2025 from $78.6 million in 2024. The decrease was mainly related to a reduction in operating days due to fewer vessels in the fleet during 2025 as compared to 2024.
Depreciation and amortization expenses, including depreciation of capitalized drydocking cost, decreased by $5.5 million to $106.4 million in 2025 from $111.9 million in 2024. The decrease was due to a decrease in vessel depreciation of $3.0
million and a decrease in depreciation of drydocking and exhaust gas cleaning systems of $2.4 million, due to fewer vessels in the fleet during 2025 as compared to 2024.
There was no reversal of prior impairment charges in 2025. Reversal of prior impairment charges totaled $27.9 million in 2024, due to strong market values during 2024 and triggered by the agreement to sell DHT Scandinavia in the fourth
quarter of 2024. Please refer to “Item 5.E. Operating and Financial Review and Prospects—Critical Accounting Estimates” for a discussion of the key reasons for the reversal of prior impairment charges in 2024.
General and administrative expenses in 2025 were $19.9 million (of which $4.4 million was non-cash cost related to restricted share agreements for our management and board of directors), compared to $18.9 million in 2024 (of which $4.2
million was non-cash cost related to restricted share agreements for our management and board of directors).
General and administrative expenses for 2025 and 2024 include directors’ fees and expenses, the salary and benefits of our executive officers, legal fees, fees of independent auditors and advisors, directors and officers insurance, rent and
miscellaneous fees and expenses.
41
Table of Contents
Interest Expense and Amortization of Deferred Debt Issuance Cost
Net financial expenses were $13.6 million in 2025 compared to $28.6 million resulting from 2024. The decrease was mainly due to a reduction in interest expense of $16.2 million, partially offset by a $0.8 million decrease in interest income,
both reflecting lower interest rates, and a non-cash loss of $0.2 million related to interest rate derivatives in 2025.
Year ended December 31, 2024 compared to the year ended December 31, 2023
For a discussion of the year ended December 31, 2024 compared to the year ended December 31, 2023, refer to “Item 5. Operating and Financial Review and Prospects” in our Annual Report on Form 20-F for the year ended December 31, 2024.
B. LIQUIDITY AND CAPITAL RESOURCES
We operate in a capital-intensive industry. We fund our working capital requirements with cash from operations to cover our voyage expenses, operating expenses, payments of interest, payments of insurance premiums, payments of vessel taxes,
the payment of principal under our secured credit facilities, capital expenses related to periodic maintenance of our vessels, payment of dividends, and securities repurchases. We collect our time charter hire from our vessels on charters
monthly in advance and fund our estimated vessel operating costs monthly in advance. With respect to vessels operating in the spot market, the charterers typically pay us upon discharge of the cargo. We finance our vessel acquisitions,
including newbuilding contracts, with a combination of cash generated from operations, existing liquidity, proceeds from sale of older vessels, debt secured by our vessels, and the sale of equity.
In March 2023, our board of directors approved a repurchase through March 2024 of up to $100 million of DHT securities through open market purchases, negotiated transactions or other means in accordance with applicable securities laws. In
2023, the Company repurchased and retired 2,209,927 shares of common stock in the open market at an average price of $8.49 per share. In March 2024, our board of directors approved a repurchase through March 2025 of up to $100 million of DHT
securities through open market purchases, negotiated transactions or other means in accordance with applicable securities laws. In 2024, the Company repurchased and retired 1,481,383 shares of common stock in the open market at an average price
of $8.89 per share. In March 2025, our board of directors approved a repurchase through March 2026 of up to $100 million of DHT securities through open market purchases, negotiated transactions or other means in accordance with applicable
securities laws. In 2025, the Company did not repurchase or retire any shares of common stock. In March 2026, our board of directors approved a repurchase through March 2027 of up to $100 million of DHT securities through open market purchases,
negotiated transactions or other means in accordance with applicable securities laws. The repurchase program may be suspended or discontinued at any time. All shares of DHT common stock acquired by DHT are expected to be retired and restored to
authorized but unissued shares.
Since 2023, we have paid the dividends set forth in the table below. The aggregate and per share dividend amounts set forth in the table below are not expressed in thousands. While dividends are intended to be paid in accordance with our
dividend policy communicated at any given time, they are subject to the discretion of our board of directors, with the timing and amount potentially being affected by various factors, including our cash earnings, financial condition and cash
requirements, the loss of a vessel, the acquisition of one or more vessels, required capital expenditures, reserves established by our board of directors, increased or unanticipated expenses, a change in our dividend policy, additional
borrowings or future issuances of securities, many of which will be beyond our control. In September 2022, our board of directors revised the dividend policy to return 100% of our ordinary net income to shareholders in the form of quarterly
cash dividends (refer to “Item 3.D. Risk Factors—Risks Relating to Our Capital Stock—We may not pay dividends in the future, and our dividend policy is subject to change at any time”).
42
Table of Contents
Operating Period Total Payment Per Common Share Record Date Payment Date
Jan. 1 - Mar. 31, 2023 $37.5 million $ 0.23 May 18, 2023 May 25, 2023
Apr. 1 - Jun. 30, 2023 $56.7 million $ 0.35 Aug. 23, 2023 Aug. 30, 2023
Jul. 1 - Sep. 30, 2023 $30.6 million $ 0.19 Nov. 21, 2023 Nov. 28, 2023
Oct. 1 - Dec. 31, 2023 $35.5 million $ 0.22 Feb. 21, 2024 Feb. 28, 2024
Jan. 1 - Mar. 31, 2024 $46.8 million $ 0.29 May 24, 2024 May 31, 2024
Apr. 1 - Jun. 30, 2024 $43.6 million $ 0.27 Aug. 23, 2024 Aug. 30, 2024
Jul. 1 - Sep. 30, 2024 $35.5 million $ 0.22 Nov. 22, 2024 Nov. 29, 2024
Oct. 1 - Dec. 31, 2024 $27.3 million $ 0.17 Feb. 18, 2025 Feb. 25, 2025
Jan. 1 - Mar. 31, 2025 $24.1 million $ 0.15 May 21, 2025 May 28, 2025
Apr. 1 - Jun. 30, 2025 $38.6 million $ 0.24 Aug. 18, 2025 Aug. 25, 2025
Jul. 1 - Sep. 30, 2025 $28.9 million $ 0.18 Nov. 12, 2025 Nov. 19, 2025
Oct. 1 - Dec. 31, 2025 $66.0 million $ 0.41 Feb. 19, 2026 Feb. 26, 2026
Year ended December 31, 2025 compared to the year ended December 31, 2024
Working capital, defined as total current assets less total current liabilities, was $134.2 million at December 31, 2025 compared to $92.3 million at December 31, 2024. The increase in working capital in 2025 resulted from a decrease in
current portion long-term debt of $39.1 million, an increase in assets held for sale of $17.8 million, an increase in prepaid expenses of $2.5 million, an increase in cash and cash equivalents of $0.9 million and a decrease in accounts
payable and accrued expenses of $0.7 million, partially offset by a decrease in inventories of $13.0 million, an increase in deferred shipping revenues of $5.3 million and a decrease in capitalized voyage expenses of $0.8 million. We believe
that our working capital is sufficient for our present requirements. The cash and cash equivalents were $79.0 million at December 31, 2025 and $78.1 million at December 31, 2024.
In 2025, net cash provided by operating activities was $276.7 million, net cash used in investing activities was $166.4 million, and net cash used in financing activities was $109.5 million.
In 2025, net cash provided by operating activities was $276.7 million compared to $298.7 million in 2024, representing a decrease of $22.0 million. The decrease was due to a $30.2 million decrease in non-cash items included in net profit
and a $21.3 million change in operating assets and liabilities, partially offset by a net profit of $211.0 million in 2025 compared to a net profit of $181.5 million in 2024, an increase of $29.5 million. The following non-cash items, which
do not directly impact the cash flow, explain the non-cash elements of the increase in net profit, a decrease of $52.9 million related to gain on sale of vessels in 2025 and a decrease of $5.5 million related to depreciation and amortization,
partially offset by reversal of prior impairment charges of $27.9 million in 2024. Further, changes in operating assets and liabilities were $21.3 million and resulted from changes in accounts receivable and accrued revenues of $22.5 million,
accounts payable and accrued expenses of $11.0 million and prepaid expenses of $8.8 million, partially offset by $16.9 million related to inventories, $3.5 million related to deferred shipping revenues and $0.7 million related to capitalized
voyage expenses.
Net cash used in investing activities was $166.4 million in 2025 compared to $97.0 million in 2024. In 2025, investing activities related to investment in vessels under construction of $198.5 million and $111.5 million related to
investment in vessels, partially offset by $143.5 million related to the sales of DHT Scandinavia, DHT Lotus and DHT Peony.
Net cash used in financing activities was $109.5 million in 2025 compared to $197.9 million in 2024. In 2025, financing activities related to $281.1 million related to the repayment of long-term debt, cash dividends paid of $118.9 million,
$6.1 million related to acquisition of non-controlling interests and $1.4 million related to repayment principal element of lease liability, partially offset by $298.0 million related to issuance of long-term debt.
We had $428.7 million of total debt outstanding at December 31, 2025, compared to $409.4 million at December 31, 2024.
During 2026, seven of our vessels are scheduled to be drydocked and capital expenditures related to these drydockings are estimated to be $17.3 million. We plan to finance the planned maintenance capital expenditures through our internal
financial resources.
Year ended December 31, 2024 compared to the year ended December 31, 2023
For a discussion of the year ended December 31, 2024 compared to the year ended December 31, 2023, refer to “Item 5. Operating and Financial Review and Prospects” in our Annual Report on Form 20-F for the year ended December 31, 2024.
43
Table of Contents
Secured Credit Facilities
The following summary of the material terms of our secured credit facilities does not purport to be complete and is subject to, and qualified in its entirety by reference to, all the provisions of our secured credit facilities. Because the
following is only a summary, it does not contain all information that you may find useful.
Danish Ship Finance Credit Facility
In November 2014, the Company entered into a credit facility in the amount of $49.4 million to fund the acquisition of one of the VLCCs to be constructed at HHI through a secured term loan facility between and among Danish Ship Finance A/S
(“Danish Ship Finance”), as lender, DHT Jaguar Limited, as borrower, and DHT Holdings, Inc., as guarantor (the “Danish Ship Finance Credit Facility”). The full amount of the Danish Ship Finance Credit Facility was borrowed in November 2015.
In April 2020, we agreed to a $36.4 million refinancing with Danish Ship Finance. The refinancing was in direct continuation to the original loan, extending the final maturity to November 2025. Borrowings bore interest at a rate equal to
LIBOR + 2.00% and were repayable in 10 semiannual installments of $1.2 million each with a final payment of $24.3 million at final maturity. In October 2023, the Company entered into an amended and restated agreement in relation to the LIBOR
cessation, and the credit facility bore interest at a rate equal to SOFR plus a margin of 2.00%. In connection with the refinancing of the DHT Jaguar, the Danish Ship Finance Credit Facility was fully repaid in June 2025 for an aggregate of
$25.5 million.
Credit Agricole Credit Facility
In November 2022, the Company entered into an amended and restated agreement between and among Credit Agricole Corporate And Investment Bank (“Credit Agricole”), as lender, DHT Tiger Limited as borrower, and DHT Holdings, Inc. as guarantor
for a $37.5 million credit facility (the “Credit Agricole Credit Facility”) to refinance the outstanding amount under a credit agreement with Credit Agricole that financed DHT Tiger. Borrowings bear interest at a rate equal to SOFR + 2.05%
and are repayable in 24 quarterly installments of $0.6 million from March 2023 to December 2028 and a final payment of $22.5 million in December 2028.
The Credit Agricole Credit Facility is secured by, among other things, a first-priority mortgage on DHT Tiger, a first-priority assignment of earnings, insurances and intercompany claims, a first-priority pledge of the balances of the
borrower’s bank accounts and a first-priority pledge over the shares in the borrower. The Credit Agricole Credit Facility contains a covenant requiring that at all times the charter-free market value of the vessel that secures the Credit
Agricole Credit Facility be no less than 135% of borrowings. Also, DHT covenants that, throughout the term of the credit facility, DHT, on a consolidated basis, shall maintain a value adjusted tangible net worth of $300 million, the value
adjusted tangible net worth shall be at least 25% of the value adjusted total assets, unencumbered consolidated cash shall be at least the higher of (i) $30 million and (ii) 6% of our gross interest-bearing debt and DHT, on a consolidated
basis, shall have working capital greater than zero. “Value adjusted” is defined as an adjustment to reflect the difference between the carrying amount and the market valuations of the Company’s vessel (as determined quarterly by an approved
broker). The Credit Agricole Credit Facility contains covenants that prohibit the borrower from, among other things, incurring additional indebtedness without the prior consent of the lender, permitting liens on assets, merging or
consolidating with other entities or transferring all or any substantial part of their assets to another person.
Nordea Credit Facility
In May 2021, the Company entered into a new secured credit agreement with Nordea, ABN AMRO, Credit Agricole, DNB Bank ASA (“DNB”), Danish Ship Finance, ING and Skandinaviska Enskilda Banken AB (“SEB”), as lenders, several wholly owned
special-purpose vessel-owning subsidiaries as borrowers, and DHT Holdings, Inc., as guarantor (the “Nordea Credit Facility”) for a $316.2 million credit facility with Nordea as agent. The Nordea Credit Facility consists of a $119.8 million
term loan and a $196.4 million revolving credit facility (“RCF”), of which $60 million is subject to quarterly reductions down to $45 million.
In June 2021, the Company drew down $233.8 million under the Nordea Credit Facility and repaid the total amount outstanding under an existing Nordea Credit Facility, amounting to $175.9 million. Borrowings bore interest at a rate equal to
LIBOR + 1.90%. In June 2023, the Company entered into an amended and restated agreement in relation to the LIBOR cessation. The credit facility bears interest at a rate equal to SOFR plus CAS plus a margin of 1.90%, and the facility has final
maturity in January 2027.
44
Table of Contents
In August 2022, the Company entered into an agreement to sell DHT Edelweiss, a 2008 built VLCC, for $37.0 million. The vessel was delivered to its new owner during the third quarter of 2022 and the sale generated a gain of $6.8 million.
The Company repaid the outstanding debt of $12.2 million in connection with the sale and cancelled an RCF tranche of $2.4 million. In June 2022 and September 2022, the Company prepaid $23.1 million and $50 million, respectively, under the
Nordea Credit Facility. The voluntary prepayments were made under the RCF tranches and may be re-borrowed. In December 2022, the Company prepaid $23.7 million under the Nordea Credit Facility and the prepayment was made for all regular
installments for 2023. In December 2023, the Company prepaid $23.7 million under the Nordea Credit Facility and the prepayment was made for all regular installments for 2024. In December 2024, the Company entered into an agreement to sell DHT
Scandinavia, a 2006 built VLCC, for $43.4 million. The vessel was delivered to its new owner during the first quarter of 2025, and the sale generated a gain of $19.8 million. The vessel had no outstanding debt; however, the Company cancelled
an undrawn RCF tranche of $15 million in connection with the sale. In the second quarter of 2025, the Company prepaid $40.9 million under the revolving credit facility. In April 2025, the Company entered into an agreement to sell DHT Lotus
and DHT Peony, both 2011 built VLCCs, for a combined price of $103.0 million. The vessels had outstanding debt of $11.4 million, which was repaid in connection with the sale. Additionally, the Company cancelled RCF tranches totaling $20
million in connection with the sale. In the third quarter of 2025, the Company voluntarily prepaid $22.1 million under the Nordea Credit Facility, covering all scheduled installments for Q4 2025 and the entirety of 2026. In the fourth quarter
of 2025, the Company drew down $120 million under the revolving credit facility and repaid $64 million in connection with the new facility for DHT Nokota, as discussed below. The resulting net drawdown of $56 million, together with the final
installment of $3.7 million, is due in the first quarter of 2027. Additionally, the facility includes an uncommitted incremental facility of $250 million.
The Nordea Credit Facility is secured by, among other things, a first-priority mortgage on the vessels financed by the credit facility, a first-priority assignment of earnings, insurances and intercompany claims, a first-priority pledge of
the balances of each of the borrowers’ bank accounts and a first-priority pledge over the shares in each of the borrowers. The credit facility contains covenants that prohibit the borrowers from, among other things, incurring additional
indebtedness without the prior consent of the lenders, permitting liens on assets, merging or consolidating with other entities or transferring all or any substantial part of their assets to another person. The credit facility also contains a
covenant requiring that at all times the charter-free market value of the vessels that secure the credit facility be no less than 135% of borrowings. Also, DHT covenants that, throughout the term of the credit facility, DHT, on a consolidated
basis, shall maintain a value adjusted tangible net worth of $300 million, the value adjusted tangible net worth shall be at least 25% of the value adjusted total assets and unencumbered consolidated cash shall be at least the higher of (i)
$30 million and (ii) 6% of our gross interest-bearing debt. “Value adjusted” is defined as an adjustment to reflect the difference between the carrying amount and the market valuations of the Company’s vessels (as determined quarterly by one
approved broker).
ING Credit Facility
In January 2023, the Company entered into a new $405.0 million secured credit facility, including a $100.0 million uncommitted incremental facility, with ING, Nordea, ABN AMRO, Credit Agricole, Danish Ship Finance and SEB, as lenders, 10
wholly owned special-purpose vessel-owning subsidiaries as borrowers, and DHT Holdings, Inc., as guarantor (the “ING Credit Facility”). The facility refinanced the outstanding amount under the $484 million credit facility with ABN AMRO,
Nordea, Credit Agricole, DNB, ING, Danish Ship Finance, SEB, DVB and Swedbank, as lenders, two wholly owned vessel-owning subsidiaries as borrowers, and DHT Holdings, Inc. as guarantor (the “ABN AMRO Credit Facility”). Borrowings bear
interest at a rate equal to SOFR plus a margin of 1.90%, and is repayable in quarterly installments of $6.3 million with maturity in January 2029.
In the third quarter of 2023, the Company drew down $55 million under the revolving credit facility, which was applied towards the delivery of DHT Appaloosa and general corporate purposes. In the fourth quarter of 2023, the Company drew
down $24 million under the revolving credit facility, which was subsequently repaid in January 2024. In the second quarter of 2024 and the fourth quarter of 2024, the Company drew down $25 million and $10 million, respectively, under the
revolving credit facility, which was used for installments under the newbuilding contracts. In the first quarter of 2025, the Company prepaid $42.4 million under the revolving credit facility and drew down $10 million for corporate purposes.
In the second quarter of 2025, the Company prepaid $25.0 million under the revolving credit facility and drew down $10 million and $15 million, respectively, for corporate purposes. In December 2025, the Company drew down $50 million under
the revolving credit facility.
45
Table of Contents
In September 2023, the Company entered into a $45 million senior secured credit facility under the incremental facility, with ING, Nordea, ABN AMRO, Danish Ship Finance and SEB, as lenders, a wholly owned special-purpose vessel-owning
subsidiary of the Company as borrower, and DHT Holdings, Inc., as guarantor. Borrowings bear interest at a rate equal to SOFR plus a margin of 1.80% and is repayable in quarterly installments of $0.75 million with maturity in January 2029.
The draw down of the $45 million senior secured credit facility was applied to repay the revolving credit facility.
The ING Credit Facility is secured by, among other things, a first-priority mortgage on the vessels financed by the credit facility, a first-priority assignment of earnings, insurances and intercompany claims, a first-priority pledge of
the balances of each of the borrowers’ bank accounts and a first-priority pledge over the shares in each of the borrowers. The credit facility contains a covenant requiring that at all times the charter-free market value of the vessels that
secure the credit facility be no less than 135% of borrowings. Also, DHT covenants that, throughout the term of the credit facility, DHT, on a consolidated basis, shall maintain a value adjusted tangible net worth of $300 million, value
adjusted tangible net worth shall be at least 25% of value adjusted total assets and unencumbered consolidated cash of at least the higher of (i) $30 million and (ii) 6% of our gross interest-bearing debt. “Value adjusted” is defined as an
adjustment to reflect the difference between the carrying amount and the market valuations of the Company’s vessels (as determined quarterly by an approved broker).
DHT Jaguar - Nordea Reducing Revolving Credit Facility
In April 2025, the Company entered into a $30 million reducing revolving credit facility agreement with Nordea as lender, DHT Jaguar Limited as borrower and DHT Holdings, Inc., as guarantor (the “DHT Jaguar – Nordea Reducing Revolving
Credit Facility”). The credit facility is repayable or reduced in quarterly installments of $0.7 million with a final payment of $13.7 million in April 2031. The credit facility bears an interest rate equal to SOFR plus a margin of 1.75%.
The DHT Jaguar – Nordea Reducing Revolving Credit Facility is secured by, among other things, a first-priority mortgage on DHT Jaguar, a first-priority assignment of earnings, insurances and intercompany claims, a first-priority pledge of
the balances of the borrower’s bank accounts and a first-priority pledge over the shares in the borrower. The credit facility contains a covenant requiring that at all times the charter-free market value of the vessel that secures the credit
facility be no less than 135% of borrowings. Also, DHT covenants that, throughout the term of the credit facility, DHT, on a consolidated basis, shall maintain a value adjusted tangible net worth of $300 million, the value adjusted tangible
net worth shall be at least 25% of the value adjusted total assets, unencumbered consolidated cash shall be at least the higher of (i) $30 million and (ii) 6% of our gross interest-bearing debt and DHT, on a consolidated basis, shall have
working capital greater than zero. “Value adjusted” is defined as an adjustment to reflect the difference between the carrying amount and the market valuations of the Company’s vessel (as determined quarterly by an approved broker). The
credit facility contains covenants that prohibit the borrower from, among other things, incurring additional indebtedness without the prior consent of the lender, permitting liens on assets, merging or consolidating with other entities or
transferring all or any substantial part of their assets to another person.
DHT Nokota – Nordea Reducing Revolving Credit Facility
In September 2025, the Company entered into a $64 million reducing revolving credit facility agreement with Nordea as lender, DHT Nokota, Inc. as borrower and DHT Holdings, Inc., as guarantor (the “DHT Nokota – Nordea Reducing Revolving
Credit Facility”). The credit facility was drawn on November 21, 2025, and is repayable or reduced in quarterly installments of $1.2 million with a final payment of $30.8 million in September 2032. The credit facility bears an interest rate
equal to SOFR plus a margin of 1.50%.
The DHT Nokota – Nordea Reducing Revolving Credit Facility is secured by, among other things, a first-priority mortgage on DHT Nokota, a first-priority assignment of earnings, insurances and intercompany claims, a first-priority pledge of
the balances of the borrower’s bank accounts and a first-priority pledge over the shares in the borrower. The credit facility contains a covenant requiring that at all times the charter-free market value of the vessel that secures the credit
facility be no less than 135% of borrowings. Also, DHT covenants that, throughout the term of the credit facility, DHT, on a consolidated basis, shall maintain a value adjusted tangible net worth of $300 million, the value adjusted tangible
net worth shall be at least 25% of the value adjusted total assets, unencumbered consolidated cash shall be at least the higher of (i) $30 million and (ii) 6% of our gross interest-bearing debt and DHT, on a consolidated basis, shall have
working capital greater than zero. “Value adjusted” is defined as an adjustment to reflect the difference between the carrying amount and the market valuations of the Company’s vessel (as determined quarterly by an approved broker). The
credit facility contains covenants that prohibit the borrower from, among other things, incurring additional indebtedness without the prior consent of the lender, permitting liens on assets, merging or consolidating with other entities or
transferring all or any substantial part of their assets to another person.
46
Table of Contents
ING and Nordea Export Facility
In July 2025, the Company entered into a $308.4 million senior secured credit facility for the post-delivery financing of the Company’s four newbuildings with DHT Antelope, Inc., DHT Addax, Inc., DHT Gazelle, Inc., and DHT Impala, Inc. as
borrowers and DHT Holdings, Inc., as guarantor (the “ING and Nordea Export Facility”). The facility was co-arranged by ING and Nordea, with ING as Coordinator, Facility Agent, Security Agent and ECA Agent. Each tranche becomes repayable in 48
equal quarterly installments, commencing three months after its respective utilization date. Once all four vessels have been delivered, the aggregate quarterly installments will total approximately $3.9 million, with a final balloon payment
of $123.4 million due in 2038. The credit facility bears an interest rate equal to SOFR plus a weighted average margin of 1.32%. The maturity date for each tranche is 12 years from the respective vessel’s delivery date. As of December 31,
2025, the credit facility remained undrawn.
AGGREGATE CONTRACTUAL OBLIGATIONS
As of December 31, 2025, our long-term contractual obligations were as follows:
2026 2027 2028 2029 2030 Thereafter Total
Long-term debt 1 $ 65,167 $ 114,097 $ 73,901 $ 183,435 $ 10,760 $ 53,561 $ 500,921
Interest rate swaps (612 ) (542 ) (439 ) - - - (1,593 )
Vessels under construction 2 235,294 - - - - 235,294
Total $ 299,849 $ 113,554 $ 73,462 $ 183,435 $ 10,760 $ 53,561 $ 681,060
1 Amounts shown include contractual installment and interest obligations on $213.8 million under the ING Credit Facility, $62.8
million under the DHT Nokota – Nordea Reducing Revolving Credit Facility, $59.7 million under the Nordea Credit Facility, $38.3 million under the incremental ING Credit Facility, $30.0 million under the Credit Agricole Credit Facility and
$28.6 million under the DHT Jaguar – Nordea Reducing Revolving Credit Facility. The interest obligations have been determined using a SOFR of 3.65% per annum plus margin plus CAS, if any. The interest on $213.8 million is SOFR + 1.90%, the
interest on $62.8 million is SOFR + 1.50%, the interest on $59.7 million is SOFR + CAS + 1.90%, the interest on $38.3 million is SOFR + 1.80%, the interest on $30.0 million is SOFR + 2.05% and the interest on $28.6 million is SOFR + 1.75%.
We have also included commitment fees for the undrawn $88.0 million Nordea Credit Facility and the undrawn $22.5 million of the ING Credit Facility
2 These are estimates only and are subject to change as construction progresses.
Due to the uncertainty related to the market conditions for oil tankers, we can provide no assurances that our cash flow from the operations of our vessels will be sufficient to cover our vessel operating expenses, vessel capital
expenditures, interest payments and contractual installments under our secured credit facilities, insurance premiums, vessel taxes, general and administrative expenses and other costs, and any other working capital requirements for the short
term. Our longer-term liquidity requirements include increased repayment of the principal balance of our secured credit facilities. We may require new borrowings or issuances of equity or other securities to meet this repayment obligation.
Alternatively, we can sell assets and use the proceeds to pay down debt.
MARKET RISKS AND FINANCIAL RISK MANAGEMENT
We are exposed to market risk from changes in interest rates, which could affect our results of operation and financial position. Borrowings under our secured credit facilities contain interest rates that fluctuate with the financial
markets. Our interest expense is affected by changes in the general level of interest rates, particularly SOFR. As an indication of the extent of our sensitivity to interest rate changes, a one percentage point increase in SOFR would have
increased our interest expense for the year ended December 31, 2025 by $2.3 million based upon our debt level as of December 31, 2025. There were no material changes in market risk exposures from 2023 to 2025.
47
Table of Contents
We have entered into interest rate swap agreements converting floating interest rate exposure into fixed interest rates in order to economically hedge a portion of our exposure to fluctuations in prevailing market interest rates. For more
information on our interest rate swap agreements, refer to Note 9 to our consolidated financial statements for December 31, 2025, included as Item 18 of this report.
Like most of the shipping industry, our functional currency is the U.S. dollar. All of our revenues and most of our operating costs are in U.S. dollars. The limited number of transactions in currencies other than U.S. dollars are
translated at the exchange rate in effect at the date of each transaction. Differences in exchange rates during the period between the date a transaction denominated in a foreign currency is consummated and the date on which it is either
settled or translated, are recognized. Expenses incurred in foreign currencies against which the U.S. dollar falls in value can increase, thereby decreasing our income or vice versa if the U.S. dollar increases in value.
We hold cash and cash equivalents mainly in U.S. dollars.
C. Research and Development, Patents and Licenses
From time to time we incur expenditures relating to inspections for acquiring new vessels. Such expenditures are insignificant and are expensed as they are incurred. Time and resources spent to stay updated on technological developments,
new regulations and market developments are expensed as general and administrative expenses.
D. Trend Information
See “Item 5. Operating and Financial Review and Prospects—Market Outlook for 2026.”
E. Critical Accounting Estimates
Our financial statements for the fiscal years 2025, 2024 and 2023 have been prepared in accordance with IFRS Accounting Standards which require us to make estimates in the application of our accounting policies based on the best
assumptions, judgments, and opinions of management. Following is a discussion of the accounting policies that involve a higher degree of judgment and the methods of their application. For a complete description of all our material accounting
policy information, see Note 2 to our consolidated financial statements for December 31, 2025, included as Item 18 of this report.
Depreciation
The Company estimates the average useful life of a vessel to be 20 years. The actual life of a vessel may be different, and the useful lives of the vessels are reviewed at fiscal year-end. New regulations, market deterioration or other
future events could reduce the economic lives assigned to our vessels and result in higher depreciation expense and impairment losses in future periods. The carrying value of each vessel represents its original cost at the time it was
delivered from the shipyard less depreciation calculated using an estimated useful life of 20 years from the date such vessel was originally delivered from the shipyard plus the cost of drydocking and the cost of the exhaust gas cleaning
system less impairment, if any, or, as is the case with ships acquired in the second-hand market, its acquisition cost less depreciation calculated using an estimated useful life of 20 years. The depreciation per day is calculated based on a
vessel’s original cost less a residual value which is equal to the product of such vessel’s lightweight tonnage and an estimated scrap rate per ton.
48
Table of Contents
Value in use and Fair value less cost of disposal
A vessel’s recoverable amount is the higher of the vessel’s fair value less cost of disposal and its value in use. The carrying values of our vessels may not represent their fair market value at any point in time since the market prices of
second-hand vessels tend to fluctuate with changes in charter rates and the cost of constructing new vessels. Historically, both charter rates and vessel values have been cyclical. The carrying amounts of vessels held and used by us are
reviewed for potential impairment or reversal of prior impairment charges whenever events or changes in circumstances indicate that the carrying amount of a particular vessel may not accurately reflect the recoverable amount of a particular
vessel. Each of the Company’s vessels have been viewed as a separate CGU as the vessels have cash inflows that are largely independent of the cash inflows from other assets and therefore can be subject to a value in use analysis. In instances
where a vessel is considered impaired, it is written down to its recoverable amount. Given the significance of these assets to our financial reporting, an impairment charge and/or reversal of previously recognized impairments could have a
material impact on the Company’s financial reporting. Management continuously monitors both external and internal factors to determine if there are indicators that the vessels may be impaired or, in case of previously recognized impairment,
that there are indicators that this may be reversed. The factors evaluated in the assessment include the carrying amount of net assets compared to market capitalization and the market value of our vessels based on broker estimates. In
addition, the Company assess other relevant factors, such as changes in market rates affecting its weighted average cost of capital, the impact of any changes in the technological, market, economic, or legal environment in which it operates,
and changes in forecasted charter rates. The Company also considers whether there is any evidence of asset obsolescence or physical damage, whether the Company has plans to dispose of an asset earlier than previously expected, and whether
there is any indication that the economic performance of an asset has been, or will be, worse than expected. To the extent it is determined that indicators of impairment and/or reversal of previously recognized impairment exist, the value in
use is estimated for the respective vessels. A reversal of a previously recognized impairment loss is recorded only to the extent there has been an increase in the estimated service potential of an asset, either from use or sale.
Although management believes that the assumptions used to evaluate potential indicators of impairment or reversal of prior impairment are reasonable and appropriate at the time they were made, such assumptions are highly subjective and
could change, possibly materially, in the future.
This also applies to assumptions used to evaluate impairment charges or reversal of prior year impairment charges. Reasonable changes in the assumptions for the discount rate or future charter rates could lead to a value in use for some of
our vessels that is higher than, equal to or less than the carrying amount for such vessels. There can be no assurance as to how long charter rates and vessel values will remain at their current levels or whether or when they will change by
any significant degree. Charter rates may decline significantly from current levels, which could adversely affect our revenue and profitability and future assessments of vessel impairment.
For the year ended December 31, 2025, the Company performed an assessment using both internal and external sources of information and concluded there were no indicators of impairment. The Company reversed all historical impairment charges
for the year ended December 31, 2024.
For the year ended December 31, 2024, the Company performed an assessment using both internal and external sources of information and concluded there were no indicators of impairment. However, indicators of reversal of prior impairment
were identified.
The Company identified indicators of reversal due to the continued strong market values and triggered by the agreement to sell DHT Scandinavia in the fourth quarter of 2024. According to IAS 36 Impairment
of Assets, the increased carrying amount of an asset attributable to a reversal of impairment loss shall not exceed the carrying amount that would have been determined (net of amortization or depreciation) had no impairment loss been
recognized for the asset in prior years. As a result, the Company reversed prior impairment charges totaling $27.9 million in the fourth quarter of 2024, including $1.2 million related to DHT Scandinavia.
For the year ended December 31, 2023, the Company performed an assessment using both internal and external sources of information and concluded there were no indicators of impairment or reversal of prior impairment.
49
Table of Contents
The following chart sets forth our fleet information, purchase prices, carrying values and estimated charter-free fair market values as of December 31, 2025.
(Dollars in thousands)
Vessel Built Vessel Type Purchase Month and Year Carrying Value 1 Estimated Charter-Free Fair Market Value 2
DHT Appaloosa 2018 VLCC Jul. 2023 $ 82,900 $ 110,000
DHT Mustang 2018 VLCC Oct. 2018 57,220 110,000
DHT Nokota 2018 VLCC Nov. 2025 105,517 110,000
DHT Bronco 2018 VLCC Jul. 2018 56,442 110,000
DHT Colt 2018 VLCC May 2018 56,909 110,000
DHT Stallion 2018 VLCC Apr. 2018 56,829 110,000
DHT Tiger 2017 VLCC Jan. 2017 60,580 102,000
DHT Harrier 2016 VLCC Jan.2021 50,054 96,000
DHT Puma 2016 VLCC Aug. 2016 56,076 96,000
DHT Panther 2016 VLCC Aug. 2016 56,069 96,000
DHT Osprey 2016 VLCC Jan.2021 50,330 96,000
DHT Lion 2016 VLCC Mar. 2016 54,514 96,000
DHT Leopard 2016 VLCC Jan. 2016 58,203 96,000
DHT Jaguar 2015 VLCC Nov. 2015 57,915 91,000
DHT Taiga 2012 VLCC Sep. 2014 45,388 76,000
DHT Opal 2012 VLCC Apr. 2017 36,279 76,000
DHT Sundarbans 2012 VLCC Sep. 2014 44,452 76,000
DHT Redwood 2011 VLCC Sep. 2014 40,945 71,000
DHT Amazon 2011 VLCC Sep. 2014 40,150 71,000
DHT China 2007 VLCC Sep. 2014 20,598 54,000
DHT Europe 2007 VLCC Sep. 2014 19,890 54,000
DHT Bauhinia 2007 VLCC Jun. 2017 17,118 54,000
1 Carrying value does not include value of time charter contracts. In December 2025, the Company agreed to the sale of DHT China and DHT Europe, and the vessels are presented as assets held for sale as of December 31, 2025.
2 Estimated charter-free fair market value is provided for informational purposes only. These estimates are based solely on third-party broker valuations as of the reporting date and may not represent the price we would receive upon sale of the vessel. They have been provided as a third party’s indicative estimate of the sales price less cost to sell which we could expect, if we decide to sell one of our vessels, free of any charter arrangement. Management uses these broker valuations in calculating compliance with debt covenants. Management also uses them as one consideration point in determining if there are indicators of impairment. In connection with the vessels’ increasing age and market development, a decline in market value of the vessels could take place in 2026.
As of December 31, 2025, all of our vessels had charter-free fair market value above their carrying value. The aggregate carrying value of vessels having charter-free market values that exceed their respective carrying values was $1,124.4
million, and the aggregate charter-free fair market value of such vessels was $1,961.0 million. Please see our risk factor under the heading “Vessel values may be depressed at a time when we sell a vessel, when our subsidiaries are required
to make a repayment under the secured credit facilities or when the secured credit facilities mature, which could adversely affect our liquidity and our ability to refinance the secured credit facilities” in Item 3.D of this report for a
discussion of additional risks relating to fair market value in assessing the value of our vessels. For additional information, refer to Note 6 to our consolidated financial statements for December 31, 2025, included as Item 18 of this
report.
SAFE HARBOR
Applicable to the extent the disclosures required by this Item 5. of Form 20-F require the statutory safe harbor protections provided to forward-looking statements.
50
Table of Contents