A. History and Development of the Company Safe Bulkers, Inc. was incorporated in the Republic of the Marshall Islands on December 11, 2007, for the purpose of acquiring ownership of various subsidiaries that either owned or were scheduled to own vessels. Polys Hajioannou, our chief executive officer, has a long history of operating and investing in the international shipping industry, including a long history of vessel ownership. Vassos Hajioannou, the late father of Polys Hajioannou, our chief executive officer, first invested in shipping in 1958. Polys Hajioannou has been actively involved in the industry since 1987, when he joined the predecessor of Safety Management. Over the past 39 years under the leadership of Polys Hajioannou, we have sold or contracted to sell 31 drybulk vessels during periods of what we viewed as favorable second-hand market conditions and have contracted to acquire 72 drybulk newbuilds and 13 drybulk second-hand vessels. Also under his leadership, we have expanded the classes of drybulk vessels in our fleet and the aggregate carrying capacity of our fleet has grown from 887,900 dwt prior to our initial public offering in May 28, 2008 to 4,559,000 dwt as of February 20, 2026. Information on our capital expenditure requirements are discussed in “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources.” More recently after 2020, we have initiated an extensive fleet renewal and upgrade program by which we have ordered 20 newbuilds with advance energy efficiency characteristics with deliveries from 2022 onwards, on top of 11 existing ships built after 2014 with superior energy efficiency characteristics compared to pre-2014 designs, known as eco-ships; environmentally upgraded 26 existing vessels and sold, or contracted to sell, 17 older vessels, replaced with seven younger second-hand vessels in order to establish a competitive advantage in the developing environment towards decarbonization. The quality and size of our current fleet, together with our long-term relationships with several of our charter customers, are, we believe, the results of our long-term strategy of maintaining a high quality fleet, our broad knowledge of the drybulk industry and our strong management team. In addition to benefiting from the experience and leadership of Polys Hajioannou, we also benefit from the expertise of our Managers which, along with their predecessor, have specialized in drybulk shipping since 1965. In June 2008, we completed an initial public offering of our Common Stock in the U.S. and our Common Stock began trading on the NYSE. Our principal executive office is located at Apt. D11, Les Acanthes, 6, Avenue des Citronniers MC 98000 Monaco. Our registered address in the Republic of the Marshall Islands is Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Republic of the Marshall Islands, MH96960 and telephone numbers are +30 2 111 888 400 and +357 25 887 200. The name of our registered agent at such address is The Trust Company of the Marshall Islands, Inc. The SEC maintains an internet site at http://www.sec.gov that contains reports, information statements, and other information regarding issuers that we file electronically with the SEC. B. Business Overview We are an international provider of marine drybulk transportation services, that owns and operates a modern and diverse fleet of dry bulk vessels, transporting bulk cargoes, particularly coal, grain and iron ore, along worldwide shipping routes for some of the world’s largest consumers of marine drybulk transportation services. As of February 20, 2026, we had a fleet of 45 drybulk vessels, with an aggregate carrying capacity of 4,559,000 dwt. We employ our vessels on both period time charters and spot time charters, according to our assessment of market conditions, with some of the world’s largest consumers of marine drybulk transportation services. The vessels we deploy on period time charters provide us with relatively stable cash flow and high utilization rates, while the vessels we deploy in the spot market allow us to maintain our flexibility in low charter market conditions. We are focused on owning a modern, well-maintained fleet with the best designs in the shipping dry-bulk sector, targeting to reduce the environmental impact from our operations. Over the past several years, we have made publicly available our annual sustainability report, where we present in detail our environmental, social and governance strategy for the future, as well as the impact of our operations and business on society and the environment. We believe that integrating ESG at the very heart of our corporate strategy, will enable us to continue to have access to capital, enjoy existing and future investors' trust, reduce our fleets' carbon footprint and remain competitive in the dry bulk market. Our ESG Strategy During previous years, a number of countries and the IMO, have adopted regulatory frameworks to reduce GHG emissions (increased energy efficiency standards for existing vessels and newbuilds, classification of vessels on the basis of annual CO2 emissions, cap and trade regimes, carbon taxes and penalties, and incentives or mandates for using alternative fuels with lower carbon footprint compared to fossil fuels or using renewable energy), due to concerns over the risk of climate change. GHG emissions reduction measures may impose operational and financial restrictions affecting increasingly more the less efficient vessels, reducing their trade and competitiveness, increasing their environmental compliance costs, imposing additional energy efficiency investments, or even making such older, less energy efficient vessels obsolete. The environmental initiatives are complemented with initiatives towards the local societies where we operate and the way our company is governed, altogether included in a framework known as Environmental, Social and Governance or "ESG". Investor advocacy groups, certain institutional investors, investment funds, lenders and other market participants are increasingly focused on ESG practices hindering access to capital and reallocating capital as a result of their assessment of a company’s ESG practices. Safe Bulkers, targeting to reduce the environmental impact of our operations, and increase the sustainability of our business over time, has placed and integrated ESG at the heart of our corporate strategy and has undertaken significant investments with the purpose of increasing our fleet's environmental competitiveness and successfully meet society's expectations as to our proper role. In light of investors' increased focus on ESG matters and in response to the GHG environmental regulations, we have assessed the applicability of relevant energy efficiency measures, and decided to pursue a two-fold strategy: i) a comprehensive fleet renewal program consisting of several newbuild orders with advanced energy efficiency characteristics, the acquisition of younger second-hand vessels and the sale of older, less efficient vessels at suitable times and ii) an extensive program for environmental upgrading of existing vessels in our fleet during their dry-dockings. As of February 20, 2026, our fleet consisted of 45 vessels, one of which was held for sale, 11 of which are eco-ships built after 2014, with superior energy efficiency characteristics compared to pre-2014 designs, and 12 vessels built 2022 onwards, compliant with the most recent IMO GHG Phase 3 - NOx Tier III regulations. In addition, the Company's outstanding orderbook consists of eight newbuilds compliant with the IMO GHG Phase 3 - NOx Tier III regulations, including two methanol dual fueled, to be delivered four in 2026, two in 2027, one in 2028 and one in 2029 and following all scheduled deliveries, reaching 31 vessels with improved energy efficiency characteristics. The aggregate capital expenditure for the 20 newbuilds was approximately $734.9 million. During the last five years and until February 20, 2026, the Company has sold or contracted to sell 17 vessels with total deadweight of 1.5 million tonnes and of 15.0 years average age with aggregate gross sale proceeds of $297.1 million and acquired seven second-hand vessels with total deadweight of 1.0 million tonnes and of 9.2 years average age at an aggregate gross acquisition cost of $187.0 million. In parallel and as of February 20, 2026, we have completed environmental upgrades on 26 vessels through an extensive vessel environmental upgrade program which involves application of low friction paints and installation of energy saving device.While we are investing in newbuilds, relatively young second-hand vessels and environmental upgrades, we continue to monitor technological developments in relation to new environmentally friendly alternative marine fuels, which we expect will play an increasingly important role in the next decade. As of February 20, 2026, we have installed Scrubbers on 21 of our vessels, including in all eight of our Capesize class vessels, effectively reducing SOx emissions compared to VLSFO and capitalizing on our Scrubber investments in relation to price differential between VLSFO and HSFO. The total cost of the Scrubber investments has amounted to $57.7 million, which we estimate we have already recovered through the additional earnings of the Scrubber-fitted vessels. As of February 20, 2026, we have retrofitted our entire fleet with BWTS. On the financing front, during 2025, aligning financing with our corporate sustainability agenda we secured a new sustainability-linked financing of $75 million for six vessels incorporating a mechanism that adjusts the interest margin based on independently verified performance related to fleet carbon intensity index, measured against annual sustainability performance targets, and amended the terms of an existing $100 million financing for six vessels to include similar terms. In 2023, we established our environmental, social and governance board committee. The ESG Committee which consists of six board members, four of whom are independent directors, reviews the Company’s ESG performance and ensures governance oversight by the Board of Directors of the ESG strategy and implementation, consistent with the priorities outlined and articulated in the Company’s annual sustainability report. Further to the above, the Company is undertaking various actions in relation to its corporate governance, personnel initiatives and the society aiming towards continuously advanced integration. We believe that integrating ESG at the very heart of our corporate strategy will reduce our fleets' carbon footprint and environmental impact, and in parallel, improve our environmental-based competitiveness and social acceptance, allow us to enjoy existing and future investors' trust and enable us to continue to have access to capital. Our Fleet, Newbuilds and Employment Profile As of February 20, 2026, our fleet comprised 45 vessels, one of which was held for sale, of which eight are Panamax class vessels, 12 are Kamsarmax class vessels, 17 are Post-Panamax class vessels and eight are Capesize class vessels, with an aggregate carrying capacity of 4,559,000 dwt and an average age of 10.5 years. Our orderbook consists of eight environmentally advanced Japanese and Chinese Kamsarmax class newbuild vessels, including two methanol dual-fueled, with scheduled deliveries four in the remainder of 2026, two in 2027, one in 2028 and one in 2029. All eight newbuilds are designed to comply with the requirements of the IMO for EEDI Phase 3 and NOx Tier III. Assuming no additional vessel sales occur for any of our vessels and delivery of all eight contracted newbuild vessels through 2029 as scheduled, our fleet will comprise of eight Panamax class vessels, 20 Kamsarmax class vessels, 17 Post-Panamax class vessels and eight Capesize class vessels, and the aggregate carrying capacity of our 53 vessels will be 5,213,800 dwt. The majority of vessels in our fleet have sister ships with similar specifications. We believe using sister ships provides cost savings because it facilitates efficient inventory management and allows for the substitution of sister ships to fulfill our period time charter obligations. The table below presents additional information with respect to our drybulk vessel fleet, including our newbuilds, and their deployment as of February 20, 2026. Certain vessels that are chartered on time charters at a daily gross charter rate linked to the Baltic Panamax Index ("BPI"),or the Baltic Capesize Index ("BCI"), are shown in the below table with the special notation BPI or BCI, plus or minus the relevant charter hire adjustments, where applicable. For certain vessels that are equipped with Scrubbers, the benefit from Scrubber operation (the ''Scrubber Benefit'') is calculated on the basis of the price differential between HSFO and VLSFO for the specific voyage. In cases where the Scrubber Benefit can be calculated or it is a part of the charter rate, it is included in the referenced charter rate. A special notation on the table is provided in cases where the Scrubber Benefit is not part of the referenced charter rate and it cannot be calculated. Vessel Name Dwt YearBuilt 1 Country of Construction Charter Type CharterRate 2 Commissions 3 Charter Period 4 SisterShip 5 CURRENT FLEET Panamax Zoe 75,000 2013 Japan Period $ 13,000 5.00 % April 2025 April 2026 Koulitsa 2 78,100 2013 Japan Spot $ 14,900 5.00 % January 2026 April 2026 Kypros Land 77,100 2014 Japan Period BPI 82 5TC * 102% 5.00 % December 2025 March 2026 H $ 18,360 5.00 % April 2026 June 2026 Kypros Sea 77,100 2014 Japan Period $ 15,000 5.00 % September 2025 May 2026 H Kypros Bravery 78,000 2015 Japan Period $ 14,250 5.00 % August 2025 April 2026 F Kypros Sky 77,100 2015 Japan Period19 $ 11,750 3.75 % August 2020 August 2022 H BPI 82 5TC * 97% - $2,150 3.75 % August 2022 May 2026 Kypros Loyalty 78,000 2015 Japan Spot $ 13,400 5.00 % January 2026 March 2026 F Kypros Spirit 78,000 2016 Japan Spot $ 11,000 5.00 % January 2026 February 2026 F Spot $ 18,000 5.00 % February 2026 May 2026 Kamsarmax Pedhoulas Commander 83,700 2008 Japan Period $ 17,000 5.00 % February 2026 July 2026 Pedhoulas Rose 82,000 2017 China Period15 $ 14,600 5.00 % October 2025 March 2026 Pedhoulas Cedrus12 81,800 2018 Japan Period $ 15,500 5.00 % September 2025 April 2026 Vassos9 82,000 2022 Japan Period $ 14,000 5.00 % August 2025 May 2026 $ 16,000 5.00 % May 2026 October 2026 Pedhoulas Trader7 82,000 2023 Japan Period $ 15,625 5.00 % July 2025 March 2026 Period $ 18,750 5.00 % March 2026 September 2026 Morphou 82,000 2023 Japan Period $ 17,000 5.00 % January 2026 October 2026 J Rizokarpaso10 82,000 2023 Japan Period $ 16,325 5.00 % January 2026 June 2026 J Ammoxostos11 82,000 2024 Japan Period $ 17,250 5.00 % September 2025 April 2026 J Kerynia 82,000 2024 Japan Period $ 16,750 5.00 % September 2025 May 2026 J Pedhoulas Farmer 82,500 2024 China Period $ 15,250 5.00 % August 2025 March 2026 K Pedhoulas Fighter 82,500 2024 China Period $ 16,000 5.00 % August 2025 April 2026 K $ 17,000 5.00 % April 2026 September 2026 Efrossini 82,000 2025 Japan Spot $ 18,600 3.75 % February 2026 April 2026 Post-Panamax Marina 87,000 2006 Japan Period15 $ 12,900 5.00 % April 2025 March 2026 C Xenia 87,000 2006 Japan Spot15 $ 13,000 5.00 % December 2025 March 2026 C Sophia 87,000 2007 Japan Spot15,23 $ 10,750 5.00 % January 2026 March 2026 C Eleni 87,000 2008 Japan Period15 $ 14,000 5.00 % October 2025 April 2026 C Martine 87,000 2009 Japan Spot15 $ 13,250 5.00 % February 2026 April 2026 C Andreas K 92,000 2009 South Korea Spot15 $ 15,000 5.00 % January 2026 March 2026 D Agios Spyridonas 92,000 2010 South Korea Spot15,24 $ 13,000 5.00 % January 2026 March 2026 D Venus Heritage 95,800 2010 Japan Spot15 $ 16,500 5.00 % February 2026 April 2026 E Venus History 95,800 2011 Japan Spot15 $ 15,800 5.00 % February 2026 March 2026 E Venus Horizon 95,800 2012 Japan Period15 $ 16,000 5.00 % January 2026 June 2026 E Venus Harmony 95,700 2013 Japan Period $ 17,750 5.00 % February 2026 September 2026 Troodos Sun 14 85,000 2016 Japan Spot15 $ 14,250 5.00 % December 2025 February 2026 G Period15 $ 19,075 3.75 % February 2026 August 2026 Troodos Air 85,000 2016 Japan Spot16 $ 14,000 3.75 % January 2026 March 2026 G Troodos Oak 85,000 2020 Japan Spot $ 24,850 5.00 % January 2026 April 2026 Climate Respect 87,000 2022 Japan Spot25 $ 13,000 5.00 % February 2026 March 2026 I Climate Ethics 87,000 2023 Japan Spot26 $ 12,000 5.00 % January 2026 March 2026 I Climate Justice 87,000 2023 Japan Period $ 17,600 5.00 % January 2026 November 2026 I Capesize Mount Troodos 181,400 2009 Japan Period15,21 $ 20,000 5.00 % July 2024 May 2027 Kanaris 178,100 2010 China Period6 $ 25,928 2.50 % September 2011 September 2031 Pelopidas 176,000 2011 China Period15 $ 22,375 3.75 % August 2025 August 2026 Michalis H27 180,400 2012 China Spot16 $ 27,250 5.00 % January 2026 March 2026 Stelios Y 181,400 2012 Japan Period15,20 $ 28,958 3.75 % January 2026 December 2026 B BCI 5TC * 117% 3.75 % January 2027 February 2027 Aghia Sofia13 176,000 2012 China Period16 $ 27,000 5.00 % February 2026 September 2027 Lake Despina8 181,400 2014 Japan Period15,18 $ 25,911 3.75 % December 2024 July 2028 Maria 181,300 2014 Japan Period15,17 $ 25,950 5.00 % April 2024 March 2028 B Total 4,559,000 Chartered-In Arethousa 22 75,000 2012 Japan Period $ 14,700 5.00 % October 2025 March 2026 Total 75,000 Newbuilds orderbook TBN 81,800 Q2 2026 Japan Period $ 18,300 3.75 % April 2026 February 2027 TBN 81,800 Q3 2026 Japan TBN 81,200 Q4 2026 China TBN 82,000 Q4 2026 Japan TBN 81,200 Q1 2027 China TBN 81,800 Q1 2027 Japan TBN 82,500 Q4 2028 China TBN 82,500 Q1 2029 China Subtotal 654,800 Total 5,213,800 (1) For existing vessels, the year represents the year built. For our newbuild, the date shown reflects the expected delivery dates. (2) Quoted charter rates are the recognized daily gross charter rates. For charter parties with variable rates among periods or consecutive charter parties with the same charterer, the recognized gross daily charter rate represents the weighted average gross daily charter rate over the duration of the applicable charter period or series of charter periods, as applicable. In the case of a charter agreement that provides for additional payments, namely ballast bonus to compensate for vessel repositioning, the gross daily charter rate presented has been adjusted to reflect estimated vessel repositioning expenses. Gross charter rates are inclusive of commissions. Net charter rates are charter rates after the payment of commissions. In the case of voyage charters, the charter rate represents revenue recognized on a pro rata basis over the duration of the voyage from load to discharge port less related voyage expenses. (3) Commissions reflect payments made to third-party brokers or our charterers. (4) The start dates listed reflect either actual start dates or, in the case of contracted charters that had not commenced as of February 20, 2026, the scheduled start dates. Actual start dates and redelivery dates may differ from the referenced scheduled start and redelivery dates depending on the terms of the charter and market conditions and does not reflect the options to extend the period time charter. (5) Each vessel with the same letter is a “sister ship” of each other vessel that has the same letter, and under certain of our charter contracts, may be substituted with its “sister ships.” (6) Charterer of MV Kanaris agreed to reimburse us for part of the cost of the Scrubbers and BWTS installed on the vessel, which is recorded by increasing the recognized daily charter rate by $634 over the remaining tenor of the time charter party. (7) MV Pedhoulas Trader was sold and leased back in September 2023 on a bareboat charter basis for a period of ten years with a purchase option in favor of the Company three years following the commencement of the bareboat charter period and a purchase obligation at the end of the bareboat charter period, all at predetermined purchase prices. (8) MV Lake Despina was sold and leased back in April 2021 on a bareboat charter basis for a period of seven years with a purchase option in favor of the Company five years and six months following the commencement of the bareboat charter period at a predetermined purchase price. (9) MV Vassos was sold and leased back in May 2022 on a bareboat charter basis for a period of ten years with a purchase option in favor of the Company three years following the commencement of the bareboat charter period and a purchase obligation at the end of the bareboat charter period, all at predetermined purchase prices. (10) MV Rizokarpaso was sold and leased back in November 2023 on a bareboat charter basis for a period of ten years with a purchase option in favor of the Company three years following the commencement of the bareboat charter period and a purchase obligation at the end of the bareboat charter period, all at predetermined purchase prices. (11) MV Ammoxostos was sold and leased back in January 2024 on a bareboat charter basis for a period of ten years with a purchase option in favor of the Company three years following the commencement of the bareboat charter period and a purchase obligation at the end of the bareboat charter period, all at predetermined purchase prices. (12) MV Pedhoulas Cedrus was sold and leased back in February 2021 on a bareboat charter basis for a period of ten years with a purchase option in favor of the Company three years following the commencement of the bareboat charter period and a purchase obligation at the end of the bareboat charter period, all at predetermined purchase prices. (13) MV Aghia Sofia was sold and leased back in September 2022 on a bareboat charter basis, for a period of five years with purchase options in favor of the Company commencing three years following the commencement of the bareboat charter period and a purchase obligation at the end of the bareboat charter period, all at predetermined purchase prices. (14) MV Troodos Sun was sold and leased back in August 2021 on a bareboat charter basis for a period of ten years, with purchase options in favor of the Company commencing three years following the commencement of the bareboat charter period and a purchase obligation at the end of the bareboat charter period, all at predetermined purchase prices. (15) Scrubber benefit was agreed on the basis of fuel consumption of heavy fuel oil and the price differential between the HSFO and the VLSFO cost for the voyage and is not included on the daily. (16) Scrubber benefit was agreed on the basis of consumption of heavy fuel oil and the price differential between the heavy fuel oil and the compliant fuel cost for the voyage and is included on the daily gross charter rate presented. (17) A period time charter for a duration of 48 to 60 months at a gross daily charter rate of $25,950. The charter agreement also grants the charterer an option to extend the period time charter for an additional duration of 12 to 30 months at a gross daily charter rate of $26,250. (18) A period time charter for a duration of 3 years at a gross daily charter rate of $22,500 plus a one-off $3.0 million payment upon charter commencement. The charter agreement also grants the charterer an option to extend the period time charter for an additional year at a gross daily charter rate of $27,500. In September 2024, the Company agreed the extension of the long-term period time charter. The new time charter period commenced in December 2024 with a minimum duration of four years until July 2028 at a gross daily time charter rate of $24,000, plus a one-off $2.5 million payment upon the new period charter commencement, plus compensation for the use of the Scrubber. (19) A period time charter of 5 years at a daily gross charter rate of $11,750 for the first two years and a gross daily charter rate linked to the BPI-82 5TC times 97% minus $2,150, for the remaining period. (20) A period time charter for a duration of two and a half years at a gross daily charter rate linked to the BCI 5TC times 117%. The charter agreement also grants the charterer an option to extend the period time charter for an additional three years at a gross daily charter rate of $23,000. (21) A period time charter for a duration of 22 to 26 months at a gross daily charter rate of $20,000. The charter agreement also grants the charterer an option to extend the period time charter to a total duration of 34 to 36 months at the same gross daily charter rate. In December 2025, the charterer exercised the option and extended the period time charter to a total duration of 34 to 36 months. (22) In March 2023, the Company entered into an agreement to sell MV Efrossini, a 2012 Japanese-built, Panamax class vessel to an unaffiliated third party at a gross sale price of $22.5 million. The sale was consummated in July 2023, and upon delivery of the vessel to her new owners, renamed MV Arethousa, she was immediately chartered back by the Company at a gross daily charter rate of $16,050 for a period of 10 to 14 months. In July 2024, the Company extended the period of the charter agreement for a duration of five to seven months at a gross daily charter rate of $15,500 commencing from September 2024. In October 2024, the Company further extended the period of the charter agreement for an additional duration of four to seven months commencing from February 2025 at a gross daily charter rate of $13,750 for the first four months and $15,500 thereafter. In May 2025, the Company extended the period of the charter agreement for an additional duration of three to five months commencing from June 2025 at a gross daily charter rate linked to the BPI-74 4TC times 107.5% until 1 September 2025 and $12,500/day thereafter. In August 2025, the Company further extended the period of the charter agreement for an additional duration of six to eight months commencing from September 2025 at a gross daily charter rate of $12,500/day. (23) A spot time charter at a daily gross charter rate of $10,750 plus ballast bonus of $0.1 million upon charter commencement. (24) A spot time charter at a daily gross charter rate of $13,000 plus ballast bonus of $0.3 million upon charter commencement. (25) A spot time charter at a daily gross charter rate of $13,000 plus ballast bonus of $0.2 million upon charter commencement. (26) A spot time charter at a daily gross charter rate of $12,000 plus ballast bonus of $0.2 million upon charter commencement. (27) In February 2026, the Company entered into an agreement for the sale of MV Michalis H, a 2012 Chinese-built, Capesize class dry-bulk vessel, for a gross sale price of $35.2 million and a forward delivery date to her new owners in the first quarter of 2026. Chartering of Our Fleet Our vessels are used to transport bulk cargoes, particularly coal, grain and iron ore, along worldwide shipping routes. We may employ our vessels in time charters or in voyage charters. A time charter is a contract to charter a vessel for a fixed period of time at a set daily rate and can last from a few days up to several years, where the vessel performs one or more trips between load port(s) and discharge port(s). Based on the duration of vessel’s employment, a time charter can be either a long-term, or period, time charter with duration of more than three months, or a short-term, or spot, time charter with duration of up to three months. Under our time charters, the charterer pays for most voyage expenses, such as port, canal and fuel costs, agents’ fees, extra war risks insurance and any other expenses related to the cargoes, and we pay for vessel operating expenses, which include, among other costs, costs for crewing, provisions, stores, lubricants, insurance, maintenance and repairs, tonnage taxes, drydocking and intermediate and special surveys. Voyage charters are generally contracts to carry a specific cargo from a load port to a discharge port, including positioning the vessel at the load port. Under a voyage charter, the charterer pays an agreed upon total amount or on a per cargo ton basis, and we pay for both vessel operating expenses and voyage expenses. We infrequently enter into voyage charters. Voyage charters together with spot time charters are referred to in our industry as employment in the spot market. We intend to employ our vessels on both period time charters and spot time charters, according to our assessment of market conditions, with some of the world’s largest consumers of marine drybulk transportation services. The vessels we deploy on period time charters provide us with relatively stable cash flow and high utilization rates, while the vessels we deploy in the spot market allow us to maintain our flexibility in low charter market conditions. As of February 20, 2026, the average remaining duration of the charters for our existing fleet was 0.5 years. See, ''Item 5. Operational and Financial Review and Prospects D. Trend information.'' for additional information. Our Customers Since 2005, our customers have included over 30 national, regional and international companies, including Bunge, Cargill, Glencore, Daiichi, Intermare Transport G.m.b.H., Energy Eastern Pte. Ltd., NYK, NS United Kaiun Kaisha, Kawasaki Kisen Kaisha, Oldendorff GmbH and Co. KG, Louis Dreyfus Armateurs, Louis Dreyfus Commodities, ArcelorMittal or their affiliates. During 2025, one of our charterers, namely ADM International SARL, accounted for 16.46% of our revenues, with each one accounting for more than 10.0% of total revenues. During 2024, two of our charterers, namely Nippon Yusen Kabushiki Kaisha and Cargill International S.A., accounted for 24.51% of total revenues with each one accounting for more than 10.0% of total revenues. During 2023, two of our charterers, namely Olam International Limited. and Cargill International S.A., accounted for 26.87% of total revenues with each one accounting for more than 10.0% of total revenues. We seek to charter our vessels primarily to charterers who intend to use our vessels without sub-chartering them to third parties. A prospective charterer’s financial condition and reliability are also important factors in negotiating employment for our vessels. Management of Our Fleet In May 2008, we entered into a management agreement with Safety Management and in May 2015, we entered into a management agreement with Safe Bulkers Management, pursuant to which our Managers provided us with our executive officers, technical, administrative, commercial and certain other services. Each of these management agreements expired on May 28, 2018. In May 2018, we entered into new management agreements (the "Original Management Agreements"), pursuant to which our Managers continue to provide us with technical, administrative, commercial and certain other services. Each of the Original Management Agreements was effective as of May 29, 2018 and had an initial three-year term which could be extended on a three-year basis on May 29, 2021 and May 29, 2024 upon mutual agreement with the Managers. On May 29, 2021, the Company and the Managers agreed to extend the term of the Original Management Agreements until May 28, 2024. On April 1, 2022, we entered into a new management agreement with the New Manager, and together with the Original Management Agreements, the "Management Agreements", with the initial term that expired on May 29, 2024. The Management Agreements were extended for an additional three-year period, subject to our ability to terminate each Management Agreement upon written notice at least 24 months prior to the end of the current term. Each Management Agreement will expire on May 29, 2027 and we expect to enter into new agreements with the Managers upon their expiration. The terms of any such new agreements have not yet been determined. Our arrangements with our Managers and their performance are reviewed by our board of directors. Our management team, collectively referred to in this annual report as our “executive officers,” provide strategic management for our company and also supervise the management of our day-to-day operations by our Managers. Our Managers report to us and our board of directors through our executive officers. Pursuant to the Management Agreements, in return for providing such services our Managers receive a ship management fee of €950 per day per vessel and one of our Managers receives an annual ship management fee of €5.0 million. For the three year period from May 29, 2021 to May 28, 2024 the daily ship management fee was €875 and the annual ship management fee was €3.5 million. For the three year period from May 29, 2018 to May 28, 2021 the daily ship management fee was €875 and the annual ship management fee was €3.0 million. Our Managers also receive a commission of 1.0% based on the contract price of any vessel sold by it on our behalf, and a commission of 1.0% based on the contract price of any vessel bought by it on our behalf, including the acquisition of each of our contracted newbuilds. We also pay our Managers a supervision fee of $550,000 per newbuild, of which 50% is payable upon the signing of the relevant supervision agreement, and 50% upon successful completion of the sea trials of each newbuild, which we capitalize, for the on-premises supervision by selected engineers and others on the Managers’ staff of newbuilds we have agreed to acquire pursuant to shipbuilding contracts, memoranda of agreement, or otherwise. Our Managers have agreed that, during the term of our Management Agreements and for a period of one year following their termination, our Managers will not provide management services to, or with respect to, any drybulk vessels other than (a) on our behalf or (b) with respect to drybulk vessels that are owned or operated by companies affiliated with our chief executive officer or his family members, and drybulk vessels that are acquired, invested in or controlled by companies affiliated with our chief executive officer or his family members, subject in each case to compliance with, or waivers of, the restrictive covenant agreements entered into between us and such companies. Our Managers have also agreed that if one of our drybulk vessels and a drybulk vessel owned or operated by any such company are both available and meet the criteria for a charter being arranged by our Managers, our drybulk vessel will receive such charter. The foregoing description of the Management Agreements does not purport to be complete and is qualified in its entirety by reference to the Management Agreements, copies of which are attached as Exhibit 4.1 and Exhibit 4.2 and incorporated herein by reference. See “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions—Management Agreements” for more information. Competition We operate in highly competitive markets that are based primarily on supply and demand. Our business fluctuates in line with the main patterns of trade of the major drybulk cargoes and varies according to changes in the supply and demand for these items. We believe we differentiate ourselves from our competition by providing modern vessels with advanced designs and technological specifications. As of February 20, 2026, our fleet had an average age of 10.5 years. The majority of our fleet has been built in Japanese shipyards, which we believe provides us with an advantage in attracting large, well-established customers, including Japanese customers. The drybulk sector is characterized by relatively low barriers to entry, and ownership of drybulk vessels is highly fragmented. In general, we compete with other owners of Panamax class or larger drybulk vessels for charters based upon price, customer relationships, operating expertise, professional reputation and size, age, location and condition of the vessel. Crewing and Shore Employees Our management team consists of our chief executive officer, president, chief financial officer and assistant chief financial officer, chief operating officer, chief financial controller and assistant chief financial controller, chief compliance officer, financial reporting manager and our internal auditor. Our Managers are responsible for the technical management of our fleet and therefore also handle the recruiting, either directly or through crewing agents, of the senior officers and all other crew members for our vessels. As of December 31, 2025, approximately 933 people served on board the vessels in our fleet, and our Managers employed approximately 174 people on shore. Permits and Authorizations We are required by various governmental and other agencies to obtain certain permits, licenses, certificates and financial assurances with respect to each of our vessels. The kinds of permits, licenses, certificates and financial assurances 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 type and age of the vessel. All permits, licenses, certificates and financial assurances currently required to operate our vessels 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. Risk of Loss and Liability Insurance General The operation of our fleet involves risks such as mechanical failure, collision, property loss, cargo loss or damage as well as personal injury, illness and loss of life. In addition, the operation of any oceangoing vessel is subject to the inherent possibility of marine disaster, including oil spills and other environmental mishaps, the risk of piracy and the liabilities arising from owning and operating vessels in international trade. The U.S. Oil Pollution Act of 1990 (“OPA 90”), 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 vessel owners and operators trading in the United States market. Our Managers are responsible for arranging insurance for all our vessels on the terms specified in our Management Agreements, which we believe are in line with standard industry practice. In accordance with our Management Agreements, our Managers procure and maintain hull and machinery insurance, war risks insurance, freight, demurrage and defense coverage and protection and indemnity coverage with mutual assurance associations. Due to our low incident rate and the relatively young age of our fleet, we are generally able to procure relatively low rates for all types of insurance. While our insurance coverage for our drybulk vessel fleet is in amounts that we believe to be prudent to protect us against normal risks involved in the conduct of our business and consistent with standard industry practice, our Managers may not be able to maintain this level of coverage throughout a vessel’s useful life. Furthermore, all risks may not be adequately insured against, any particular claim may not be paid and adequate insurance coverage may not always be obtainable at reasonable rates. Hull and machinery insurance Our marine hull and machinery insurance covers risks of partial loss or actual or constructive total loss from collision, fire, grounding, engine breakdown and other insured risks up to an agreed amount per vessel. Our vessels will each be covered up to at least their fair market value after meeting certain deductibles per incident per vessel. We also maintain increased value coverage for each of our vessels. Under this increased value coverage, in the event of the total loss of a vessel, we are entitled to recover amounts in excess of the total loss amount recoverable under our hull and machinery policy. Protection and indemnity insurance Protection and indemnity insurance is a form of mutual indemnity insurance provided by mutual marine protection and indemnity associations (“P&I Associations”) formed by vessel owners to provide protection from large financial loss to one club member by contribution towards that loss by all members. Protection and indemnity insurance covers our third-party liabilities in connection with our shipping activities. This includes third-party liability and other related expenses of injury or death of crew members, passengers and other third parties, loss or damage to cargo, claims arising from collisions with other vessels, damage to other third party property, pollution arising from oil or other substances and salvage, towing and other related costs, including wreck removal. Our coverage, except for pollution, will be unlimited. Furthermore, within this aggregate limit, club coverage is also limited to the amount of the member’s legal liability. Our protection and indemnity insurance coverage for pollution is limited to $1.0 billion per vessel per incident. Our protection and indemnity insurance coverage in respect of passengers is limited to $2.0 billion and in respect of passengers and seamen is limited to $3.0 billion per vessel per incident. The 12 P&I Associations that comprise the International Group of P&I Clubs (the “International Group”) insure approximately 90% of the world’s commercial blue-water tonnage and have entered into a pooling agreement to reinsure each P&I Association’s liabilities. As a member of a P&I Association that is a member of the International Group, we are subject to calls payable to the P&I Association based on the International Group’s claim records, as well as the claim records of all other members of the individual associations. Although the P&I Associations compete with each other for business, they have found it beneficial to mutualize their larger risks among themselves through the International Group. This is known as the “Pool.” This pooling is regulated by a contractual agreement which defines the risks that are to be covered and how claims falling on the Pool are to be shared among the participants in the International Group. The Pool provides a mechanism for sharing all claims in excess of $10.0 million up to, currently, approximately $8.9 billion. On that basis, all claims up to $10.0 million will be covered by each Club’s Individual Retention and all claims in excess of $10.0 million up to $100.0 million will be covered by the Pool. The Pool is structured in three layers from $10 million to $100 million. For amounts in excess of $30 million, the Pool is reinsured by the Group captive reinsurance vehicle, Hydra Insurance Company Limited ("Hydra"). Hydra is a Bermuda incorporated Segregated Accounts company in which each of the 12 Group Clubs has its own segregated account (or “cell”) ring fencing its assets and liabilities from those of the company or any of the other Club cells. Hydra reinsures each Club in respect of that Club's liabilities within the Pool and reinsurance layers in which it participates. Through the participation of Hydra, the Group Clubs can retain, within their Hydra cells, premium which would otherwise have been paid to the commercial reinsurance markets. For the 2025/2026 policy year, the International Group maintained a three layer Group General Excess of Loss (“GXL”) GXL reinsurance program, together with an additional Collective Overspill layer, which combine to provide commercial reinsurance cover of up to $3.1 billion per vessel per incident, comprising of reinsurance for all claims of up to $2.1 billion per vessel per incident in excess of the $100.0 million insured by the Pool and an additional $1.0 billion in excess of the aforesaid $2.1 billion per vessel per incident in respect of claims for overspill. For the 2026/2027 policy year, the International Group maintained a three layer GXL reinsurance program, together with an additional Collective Overspill layer, which combine to provide commercial reinsurance cover of up to $3.35 billion per vessel per incident, comprising of reinsurance for all claims of up to $2.35 billion per vessel per incident in excess of the $100.0 million insured by the Pool and an additional $1.0 billion in excess of the aforesaid $2.35 billion per vessel per incident in respect of claims for overspill. War Risks Insurance Our war risk insurance covers hull or freight damage, detention or diversions risks and P&I liabilities (including crew) arising out of confiscations, seizure, capture, vandalism, sabotage and/or other war risks and is subject to separate limits of: (i) each vessel’s hull and machinery value and each vessel’s corresponding increased value, and (ii) for war risks P&I liabilities including crew up to $500.0 million per vessel per incident. Regulations: Safety and the Environment General Oceangoing vessels are subject to international conventions, national, state and local laws and regulations in force in international waters and the countries in which they operate or are registered. The International Maritime Organization (the “IMO”) is the United Nations specialized agency with responsibility for the safety and security of shipping and the prevention of marine and atmospheric pollution by ships. Key IMO Conventions are the International Convention for the Safety of Life at Sea (“SOLAS”), 1974, as amended, which provides for the International Safety Management code (the “ISM”) and the International Ship Port-facility Security (the “ISPS”); the International Convention for the Prevention of Pollution from Ships, 1973, (the “MARPOL”) as modified by the Protocols of 1978 and 1997; and the International Convention on Standards of Training, Certification and Watchkeeping for Seafarers ( the “STCW”) as amended, including the 1995 and the Manila Amendments. Other IMO regulations, in part, regulate maritime labor (the Maritime Labor Convention, “MLC”), greenhouse gas emissions (“GHG”), ballast water discharges, control of vessel antifouling systems and vessels’ recycling. The United States (the “US”) through the Environmental Protection Agency (the “EPA”) have a regulatory framework which includes the Oil Pollution Act (“OPA 90”), the Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA”), the Clean Water Act (the “CWA”) and the Clean Air Act (the “CAA”). The European Union (the “EU”) focuses specifically on greenhouse gas emissions reduction through monitoring (the “EU MRV”), trading scheme (the “EU ETS”), adaptation of EU legislation to achieve CO2 emission targets (“Fit-for-55”) and the reduction of carbon content in fuels through a penalty mechanism (the “Fuel EU”). Other national and local regulatory bodies in the jurisdictions where our vessels travel and in the ports where our vessels call, may have imposed or in the future may impose additional regulations, which we monitor. A variety of governmental and private entities subject our vessels to both scheduled and unscheduled inspections. These entities include the local port authorities (such as the US Coast Guard, (the “USCG”), the Australian Maritime Safety Authority - AMSA, the China Maritime Safety Administration – MSA, other Port State Controls and the harbor master or equivalent where we call), classification societies, flag state administration (country of registry), charterers and terminal operators. Certain of these entities require us to obtain permits, licenses, financial assurances and certificates for the operation of our vessels. Our fleet complies with all current requirements and follows the periodical surveys required. Failure to follow the periodical surveys, the identification of deficiencies during inspections and failure to maintain necessary permits or approvals could require us to incur substantial costs or result in the temporary suspension of the operation of one or more of our vessels, which may materially adversely affect our business, financial condition and results of operations. We expect that the regulatory environment will become more stringent in the following years, especially in relation to GHG emissions and discharges, which could limit the ability of our less efficient, or older vessels, or vessels equipped with Scrubbers to do business, or increase the cost of doing business, which may materially adversely affect our business, financial condition and results of operations and may require additional investments. We anticipate incurring additional expenditures in the current or subsequent fiscal years to comply with certain requirements, including the improvement of the fleet’s environmental profile. Because additional measures for environmental compliance are still under development, we cannot predict the ultimate cost of complying with such new stringent regulations. Safety and environmental regulations can also affect the resale prices, or useful lives of our vessels or require reductions in cargo capacity, ship modifications or operational changes or restrictions. Failure to comply with these requirements could lead to decreased vessel availability, or more costly insurance coverage for environmental matters, or result in the denial of access to certain jurisdictional waters or ports, or the detention in certain ports, which would have a material adverse effect on our business, financial condition and results of operations. Our environmental strategy is founded on responsible fleet renewal, regulatory compliance, and continuous energy efficiency upgrades aimed at reducing the Company’s environmental footprint. Recognizing the importance of environmental protection, the Company has implemented a long-term investment program focused on replacing older, less efficient vessels with younger second-hand ships and state-of-the-art new buildings; over the past five years, 17 older vessels were sold, or contracted to be sold, and replaced with seven more efficient vessels, maintaining a competitive average fleet age. The newbuilding program emphasizes advanced, energy-efficient designs fully compliant with IMO EEDI Phase 3 and NOx Tier III standards, with a total of 20 new vessels reaching 12 deliveries from 2022 onwards, significantly lowering fuel consumption and emissions compared to vessels built six or seven years ago. In support of future decarbonization requirements, we have also ordered two dual-fuel methanol-powered Kamsarmax vessels, aligning with the EU FuelEU Maritime Regulation effective from 2025 and the IMO Global Fuel Standard under the Net-Zero Framework. Although EU FuelEU Maritime Regulation is effective at present, decisions about IMO Global Fuel Standard under the Net-Zero Framework have been postponed for one year and are likely to be revised with uncertain outcome. In parallel, we continue to upgrade our existing fleet through the application of ultra-low friction paints, installation of energy-saving devices, and shaft power generator retrofits, aiming to maintain favorable CII ratings and avoid lower GHG performance classifications. By 2025, environmental upgrades had been completed on 26 existing vessels, with further energy-saving retrofits planned for 2026, underscoring the Company’s commitment to operational efficiency, emissions reduction, and sustainable maritime transportation. 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 scraping of older vessels throughout the dry bulk shipping industry. As a result, we are required to maintain operating standards for all our vessels that emphasize efficiency, operational safety, quality maintenance, reduced environmental footprint, continuous training of our officers and crews and compliance with the regulations. Failure to maintain such standards may materially adversely affect our business, financial condition and results of operations. In 2024, as part of the ISM compliance, the Company voluntarily implemented, an Integrated Management System (“IMS”) in compliance with DryBMS standard, replacing the existing Safety Management Systems “SMS”, focusing on crew welfare, Code of Conduct and targeting higher levels of performance in terms of safety, health, security and pollution prevention of our fleet. The Managers are certified with ISO 14001 and ISO 50001 relating to environmental standards and energy efficiency respectively, while we have obtained additional environmental class notation for most of our fleet. The Company, also undertakes timely Rightship inspections, which classify vessels according to holistic operational, technical, crew and safety requirements for older vessels gradually reaching a reducing age limit towards ten years, securing employability by major charterers. Environmental and safety regulations could incur material liabilities, including cleanup obligations and claims for natural resource, personal injury and property damages in the event that there is a release of petroleum or other hazardous materials from our vessels or otherwise in connection with our operations. Violations of, or liabilities under, environmental and safety regulations can result in substantial penalties, fines and other sanctions, including, in certain instances, seizure or detention of our vessels. In addition, we are subject to the risk that we, our affiliated entities, or our or their respective officers, directors, shore employees, crew on board and agents may take actions determined to be in violation of such environmental and safety regulations and our environmental and safety policies. Any such actual or alleged environmental and safety regulations and policies violation, under negligence, willful misconduct or fault, could result in substantial fines, civil and/or criminal penalties or curtailment of operations in certain jurisdictions, and might adversely affect our business, results of operations or financial condition. In addition, actual or alleged violations could damage our reputation and ability to do business. Furthermore, detecting, investigating and resolving actual or alleged violations is expensive and can consume significant time and attention from our senior management. Events of this nature would have a material adverse effect on our business, financial condition and results of operations. Under our Management Agreements, our Managers have assumed technical management responsibility for our fleet, including compliance with all applicable regulations. If the Management Agreements with our Managers terminate, we will attempt to hire another party to assume this responsibility. In the event of termination, we might be unable to hire another party to perform these and other services for the present fee structure and related costs. However, due to the nature of our relationship with our Managers, we do not expect our Management Agreements to be terminated early. Regulatory Compliance Vessel’s compliance with international conventions, corresponding regulations and ordinances of its flag state can be confirmed by the applicable port state control, flag state, or upon application or by official order, the classification society, acting and on behalf of the authorities concerned. The classification society certifies that the vessel is “in class,” signifying that the vessel has been built and maintained in accordance with the rules and regulations of the classification society. In addition, each vessel must comply with all applicable laws, rules and regulations of the vessel’s country of registry, or “flag state,” as well as the international conventions of which that flag state is a member. The classification society also undertakes, upon 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 individual case or to the regulations of the country concerned. All areas subject to survey as defined by the classification society are required to be surveyed at least once per class period, unless shorter intervals between surveys are prescribed elsewhere. The period between two subsequent surveys of each area must not exceed five years. The maintenance of class, regular and extraordinary surveys of a vessel’s hull and machinery, including the electrical plant, and any special equipment classed are required to be performed as follows: •Annual Surveys. For oceangoing vessels, annual surveys are conducted for their hulls and machinery, including the electrical plants, and for any special equipment classed, at intervals of 12 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 on the second or third annual survey after commissioning and after each class renewal. •Class Renewal / Special Surveys. Class renewal surveys, also known as “special surveys,” are more extensive than intermediate surveys and are carried out at the end of each five-year period. During the special survey the vessel is thoroughly examined, including thickness-gauging to determine any diminution in the steel structures. Should the thickness be found to be less than class requirements, the classification society would prescribe steel renewals. It may be expensive to have steel renewals pass a special survey if the vessel is aged or experiences excessive wear and tear. A vessel owner has the option of arranging with the classification society for the vessel’s machinery to be on a continuous survey cycle, according to which all machinery 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. Vessels are drydocked during intermediate and special surveys for repairs of their underwater parts. Intermediate surveys may not be required for vessels under the age of 15 years. If “in water survey” notation is assigned by class, as is the case for our vessels, the vessel owner has the option of carrying out an underwater inspection of the vessel in lieu of drydocking, subject to certain conditions. In the event that an “in water survey” notation is assigned as part of a particular intermediate survey, drydocking would be required for the following special survey thereby generally achieving a higher utilization for the relevant vessel. Drydocking can be undertaken as part of a special survey if the drydocking occurs within 15 months prior to the special survey due date. Special surveys may be extended under certain provisions for a period of up to three months from their due date. A detailed schedule of expected drydockings and special surveys for the next three years is provided in the following table: Vessel Name Drydocking Scheduled Survey (1) Marina January-26 January-26 Troodos Air (2) March-26 March-26 Xenia April-26 April-26 Andreas K June-26 August-29 Pedhoulas Commander Aprl-26 May-28 Eleni May-26 November-28 Kypros Spirit July-26 July-26 Venus History (2) September-26 September-26 Pelopidas November-26 November-26 Michalis H January-27 January-27 Agios Spyridonas January-27 January-30 Pedhoulas Rose January-27 January-27 Venus Horizon (2) February-27 February-27 Martine May-27 February-29 Vassos May-27 May-27 Sophia June-27 June-27 Mount Troodos (2) Jul-27 Jul-27 Aghia Sofia (2) Jul-27 Jul-27 Climate Respect Jul-27 Jul-27 Venus Heritage Nov-27 Nov-27 Maria Jan-28 Jan-28 Climate Ethics Jan-28 Jan-28 Koulitsa 2 Feb-28 Feb-28 Pedhoulas Cedrus Jun-28 Jun-28 Climate Justice Jun-28 Jun-28 Lake Despina Jun-28 Jun-28 Kanaris Jun-28 Jun-28 Zoe Jul-28 Jul-28 Pedhoulas Trader Sep-28 Sep-28 Morphou Oct-28 Oct-28 Rizokarpaso Nov-28 Nov-28 Venus Harmony Nov-28 Nov-28 (1) Intermediate, Docking or Special survey date. (2) Environmental upgrades. Failure to complete timely repairs, surveys, or dry dockings may affect our results of operations. Following a survey, if any defects are found, the classification surveyor will issue a “recommendation or condition of class” which must be rectified by the vessel owner within the prescribed time limits. In general, 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 (“IACS”). All our vessels are certified as being “in class”. Environmental Regulations IMO regulations Prevention of Air Pollution from Ships - MARPOL Annex VI MARPOL Annex VI sets limits on sulphur oxide and nitrogen oxide emissions from vessel exhausts and prohibits deliberate emissions of ozone depleting substances, such as chlorofluorocarbons. Emission Control Areas (“ECA”) have been established with more stringent controls on sulphur emissions. In ECA vessels must use more expensive fuels with fuel sulphur content up to 0.1%, (LSMGO), while the global sulphur cap was set at 3.5% before 2020. Presently, designated ECAs include specified areas of North America, the Caribbean, the North Sea and the Baltic Sea. The Mediterranean Sea was designated an ECA in 2024, which status took effect on May 1, 2025. In 2008, the IMO Marine Environment Protection Committee (“MEPC”) adopted amendments to Annex VI regarding particulate matter, nitrogen oxides and sulphur oxide emissions. These amendments, which entered into force in 2010, are designed to reduce air pollution from vessels by, among other things by: i.Establishing new tiers of stringent nitrogen oxide emissions standards for new marine engines, depending on their date of installation (Tier I, Tier II, Tier III); and ii.Implementing a progressive reduction of sulphur oxide emissions from ships. In relation to Sulphur Oxides, a new global 0.5% sulphur cap on marine fuels came into force on January 1, 2020 reducing the previous sulphur cap of 3.5%, while the sulphur content of up to 0.1% is maintained for ECA. Vessels may use LSMGO (0.1% sulphur content) for ECA and VLSFO (0.5% sulphur content) globally, or HSFO (3.5% sulphur content) if they are equipped with Scrubbers. The viability of Scrubber investments mainly depends on the price differential between VLSFO, which usually is more expensive than HSFO. In case the Scrubber is designed to reduce sulphur oxide emissions to below 0.1% equivalent fuel sulphur content, HSFO may also be used in ECA improving the viability of Scrubber investments. Effluents restrictions from Scrubbers have been or are considered to be imposed in various jurisdictions, mainly in ports, which may affect the use, and as a consequence, the viability of such investments. In response to sulphur oxides emissions regulations, since 2019 we have installed Scrubbers on 21 of our vessels. In all Scrubber-fitted vessels the Company has introduced critical spares inventory on board to secure smooth operation and compliance with existing regulations. Our non-Scrubber-fitted vessels may use LSMGO for ECA passage and VLSFO globally. Our Scrubber-fitted vessels, which use HSFO, are designed to reduce the sulphur emissions of HSFO to levels below 0.1% sulphur content. As a result, they are suitable for global use and ECA passage with the cheaper HSFO, providing an additional commercial advantage based on further increased price differential of LSMGO versus HSFO compared to price differential of VLSFO versus HSFO and a further environmental advantage due to their reduced SOx emissions. Additional, or new regulatory requirements, including the adoption of additional ECA, or other new or more stringent emissions requirements adopted by the IMO, the US, the EU, or individual states in which we operate, could require vessel modifications or otherwise increase the costs of our operations. For example, the addition of Mediterranean Sea ECA, effective since May 1, 2025, is expected to increase fuel costs for non-scrubber-fitted vessels operating in the region and may influence trade patterns depending on future compliance trends. Discharge Regulations (MARPOL Annexes I, IV & V) Discharges of oily substances, at sea: MARPOL Annex I covers all the fluids which contain oil and can be discharged overboard at sea. The affirmed objective of MARPOL Annex I, which entered into force on October 2, 1983, is to protect the marine environment through the complete elimination of pollution by oil and other damaging elements and to lessen the chances of accidental discharge of any such elements. Vessels are equipped with 15ppm oily water separator which prevents oil to be discharged at sea above this concentration. Violation of this regulation or faulty operation of this equipment could lead to substantial financial penalties, criminal actions against our crew and us and detention of the vessel. We comply with all provisions of MARPOL Annex I and have developed crew training sessions, managerial procedures, regular reviews and inspections to ensure such compliance by our vessels. Violation of MARPOL Annex I would have a material adverse effect on our business, financial condition and results of operations and would affect our reputation. Discharges of sewage: MARPOL Annex IV contains a set of regulations regarding the discharge of sewage into the sea from ships, including regulations regarding the ships' equipment and systems for the control of sewage discharge, the provision of port reception facilities for sewage, and requirements for survey and certification. We comply with all provisions of MARPOL Annex IV and regularly conduct reviews and inspections to ensure such compliance with our vessels. Discharge of garbage: MARPOL Annex V seeks to reduce the amount of garbage being discharged into the sea from ships. Garbage includes, among other things, all kinds of food waste, domestic and operational waste, all plastics, cargo residues, incinerator ashes, cooking oil etc. and should be disposed of continuously or periodically at port garbage reception facilities. We comply with all provisions of MARPOL Annex V and regularly conduct reviews and inspections to ensure such compliance with our vessels. Greenhouse Gas Regulations The IMO GHG strategy aims to significantly curb GHG emissions from international shipping. The strategy now aims to reduce well-to-wake GHG emissions by 20%, striving for 30% in 2030 and then 70%, striving for 80%, in 2040 compared to 2008, and reaching net-zero by 2050. There is also a 2030 target to achieve an uptake of zero or near-zero GHG emissions technologies, fuels and/or energy sources, representing at least 5%, striving for 10% of the energy used by international shipping. The GHG Strategy also addresses life cycle GHG emissions, with the overall objective of reducing GHG emissions within the boundaries of international shipping and preventing a shift of emissions to other sectors. As of January 1, 2018, our vessels began monitoring and reporting CO2 emissions pursuant to the IMO Data Collection System (“DCS”) regulation. IMO has developed short term measures for GHG reduction including the Energy Efficiency Design Index (the “EEDI”), the Energy Efficiency Existing Ship Index (the “EEXI”) and the Carbon Intensity index (the “CII”) and is in progress of developing medium term measures including a goal-based marine fuel standard (“GFS”) and an economic element known as “Levy”. Short-term measures The EEDI: The EEDI provides a specific figure for an individual vessel design, expressed in grams of CO2 per ship's capacity-mile (grams of CO2 per ton mile) and is calculated by a formula based on the technical parameters for a specific ship defined during its design stage. The reduction of EEDI for newbuilds takes place in three phases in a staggered manner, namely Phase 1 (between 2015 to 2019), 2 (between 2020 to 2024) and 3 (after 2025), each phase providing for a reduction by 10%, 20% and 30% respectively compared to a reference line representing the average efficiency for ships built between 2000 and 2010. EEDI Phase 4 can be introduced later this decade, further tightening requirements for newbuilds. The EEXI: Like the EEDI, the EEXI is a design efficiency index calculated for an existing vessel, which requires a vessel to achieve a required level of technical efficiency (the “Required EEXI”) under specified reference conditions. The Required EEXI is the vessel’s required maximum grams of CO2 emitted per ship's capacity-mile (grams of CO2 per ton mile) under reference conditions, given its type and capacity and is set to a 20% reduction of CO2 emissions for existing ships. Compliance is determined by the vessel’s design and arrangements and can be achieved either by implementation of energy efficiency measures or by limiting the maximum continuous rating of main engine leading to reduced vessel speed. This regulation entered into force on January 1, 2023. Demonstration of compliance is required by the vessel’s first survey for the issue or endorsement of the International Air Pollution Prevention Certification, following entry into force. All of our vessels have been issued an International Energy Efficiency Certificate by the classification society with respect to the compliance with the applicable requirements of the regulation. However, further, reduction of the Required EEXI could correspond to lower vessel speeds below her operational and technical requirements making her commercially inefficient or may require additional energy efficiency investments, affecting vessel’s valuation our financial condition and our results of operations. The CII: A mandatory CII expressed by the Annual Efficiency Ratio (“AER”) in grams of CO2 per dwt-mile, and a rating scheme was introduced on January 1, 2023, where all cargo vessels above 5,000 GT are given a rating of A to E every year as part of the IMO GHG Short Term measures. 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 Ship’s Energy Efficiency Management Plan (“SEEMP”) and approved. The SEEMP requirements are strengthened to include mandatory content, such as an implementation plan on how to achieve the CII targets and was reviewed at the end of 2025, with particular focus on the enforcement of the carbon intensity rating requirements. Candidate mid-term measures: To ensure that shipping reaches the stated ambitions, the IMO has decided to implement a basket of measures consisting of two parts: ▪A technical element which will be a GFS regulating the phased reduction of marine fuel GHG intensity. ▪An economic element widely known as Levy, which will be some form of a maritime GHG emissions pricing mechanism. MEPC 80 adopted the Guidelines on Life Cycle Assessment of GHG Intensity of Marine Fuels (the “LCA Guidelines”), which set out methods for calculating well-to-wake and tank-to-wake GHG emissions for all fuels and other energy carriers (e.g. electricity) used on a ship. These guidelines do not include any provision for application or requirements; they are intended to support the GFS under development. The IMO guidelines will be kept under review and developed further in the coming years, focusing on default emissions factors, sustainability criteria, fuel certification and handling of on-board carbon capture. However, discussions at MEPC 83 highlighted significant divergences among member states regarding the design of the global pricing mechanism, the treatment of revenues, and the methodology for assessing the life-cycle emissions of fuels. As a result, the formal adoption of the mid-term measures, has been delayed for at least 1 year from the earlier indicative timeline. The IMO has scheduled further negotiations for upcoming MEPC in 2026, and there is increasing uncertainty whether the measures will enter into force. IMO GHG Regulations Impact GHG reduction measures adopted, or further additional measures to be adopted by the IMO, may impose operational and financial restrictions, carbon tax and penalties affecting initially more, less efficient vessels starting from 2023, gradually affecting younger vessels, even newbuilds after 2030, reducing their trade and competitiveness, increasing their environmental compliance costs, imposing additional energy efficiency investments, or even making such vessels obsolete. Furthermore, the cost of new alternative fuels is expected to be high compared to fossil fuels and their availability at this stage, unknown. All such and potentially other developments may result in financial impacts on our operations that we cannot predict with certainty at this time, which could have a material adverse effect on our business, financial condition and results of operations. Other conventions relating to prevention of marine pollution Control of Harmful Anti-fouling Systems on Ships convention In 2001, IMO adopted the Anti-fouling system control convention which entered into force in 2008. The convention bans anti-fouling paints, which prevent marine life from attaching to ships but harm the environment and disrupt ecosystems. Parties to the Convention must ensure their ships, and others entering their ports, comply with these rules. All of our vessels have been issued an International Anti-Fouling System Certificate by the classification society with respect to the compliance with the applicable requirements of the regulation. Ballast Water Management ("BWM") convention In 2004 the IMO adopted the BWM Convention, implementing regulations calling for a phased introduction of mandatory ballast water exchange requirements, to be replaced in time with mandatory concentration limits. The BWM Convention took effect in September 2017 with certain extensions. By September 8, 2024, all vessels subject to the BWM Convention are required to have installed a ballast water treatment system. We have installed a ballast water treatment system in all of our vessels and a Ballast Water Management Plan Statement of Compliance was issued. Hong Kong Convention for the Safe and Environmentally Sound Recycling of Ships 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 will enter into force two years after it has been ratified by IMO member states representing at least 40% of the world fleet. The convention was signed by 67 member states of the IMO, and entered into force on June 26, 2025, following the fulfillment of the ratification criteria by Bangladesh and Liberia on June 26, 2023. One of the key requirements of the Hong Kong Convention will be for ships over 500 gross tones operating in international waters to maintain an Inventory of Hazardous Materials (an “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 working actively with shipyards constructing our newbuilds on order to ensure that the vessels will be properly equipped with IHM. US Regulations - Environmental Protection Agency Oil Pollution Act The OPA 90 streamlined and strengthened EPA's ability to prevent and respond to catastrophic oil spills. A trust fund financed by a tax on oil is available to clean up spills when the responsible party is incapable or unwilling to do so. The OPA 90 requires oil storage facilities and vessels to submit to the Federal government plans detailing how they will respond to large discharges. EPA has published regulations for above ground storage facilities; The OPA also requires the development of Area Contingency Plans to prepare and plan for oil spill response on a regional scale. All of our vessels have USCG approved response plans. OPA 90 preserves the right to recover damages under other existing laws, including maritime tort law. 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 OPA 90 and under the CERCLA which is discussed in the following paragraph. 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 OPA 90 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. The limits of responsible parties’ liability do not apply if an incident was directly caused by violation of applicable US 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 USCG’s regulations concerning certificates of financial responsibility provide, in accordance with OPA 90, that claimants may bring suit directly against an insurer or guarantor that furnishes certificates of financial responsibility, and that the insurer or guarantor may only assert limited defenses. Certain organizations that had typically provided certificates of financial responsibility under pre-OPA 90 laws, including the major protection and indemnity organizations, have declined to furnish evidence of insurance for vessel owners and operators if they are subject to direct actions or required to waive insurance policy defenses. This requirement may limit the availability of coverage required by the USCG and could increase our costs of obtaining this insurance for our fleet, as well as the costs of our competitors that also require such coverage. OPA 90 requires 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 prepare and submit a response plan for each vessel. OPA 90 specifically permits individual states to impose their own liability regimes regarding 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. Although our vessels carry a relatively small number of bunkers, a spill of oil from one of our vessels could be catastrophic under certain circumstances. We also carry hull and machinery protection and indemnity insurance to cover the risks of fire and explosion. While we believe that our existing 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 damage from a catastrophic spill exceeds our insurance coverage, the payment of that damage could have a severe, adverse effect on us and could possibly result in our insolvency. Comprehensive Environmental Response Compensation and Liability Act The CERCLA was enacted by Congress on December 11, 1980. This law created a tax on the chemical and petroleum industries and provided broad Federal authority to respond directly to releases or threatened releases of hazardous substances that may endanger public health or the environment. 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. Clean Water Act The Clean Water Act establishes the basic structure for regulating discharges of pollutants into the waters of the United States and regulating quality standards for surface waters. The basis of the CWA was enacted in 1948 and was called the Federal Water Pollution Control Act, but the Act was significantly reorganized and expanded in 1972. "Clean Water Act" became the Act's common name with amendments in 1972. Under the CWA, EPA has implemented pollution control programs such as setting wastewater standards for industry. EPA has also developed national water quality criteria recommendations for pollutants in surface waters. It also imposes substantial liability for the costs of removal, remediation and damages and complements the remedies available under the more recently enacted OPA 90 and CERCLA, discussed above. Under the CWA, EPA has implemented pollution control programs such as setting wastewater standards for industry. The CWA made it unlawful to discharge any pollutant from a point source into navigable waters, under certain conditions. Under EPA regulations, commercial vessels greater than 79 feet in length are required to obtain coverage under the National Pollutant Discharge Elimination System (“NPDES”) the US Vessel General Permit (the “VGP”) to discharge ballast water and other wastewater into US waters by submitting a Notice of Intent (a “NOI”). We have submitted NOIs for our vessels operating in US waters and anticipate incurring costs to meet the requirements of the VGP. In addition, various states have enacted legislation restricting ballast water discharges and the introduction of non-indigenous species considered to be invasive. These and any similar ballast water discharge restrictions enacted in the future could increase the costs of operating in the relevant waters. The current VGP, issued by EPA in 2013 (the ''2013 VGP''), requires most vessels to meet numeric ballast water discharge limits on a staggered schedule based on the first dry docking after January 1, 2014, or January 1, 2016 (depending on vessel ballast capacity). The 2013 VGP also requires vessel modifications and the installation of ballast treatment equipment which will significantly increase the cost of investments to comply with such requirements. The 2013 VGP contains more stringent effluent limits for oil to sea interfaces and exhaust gas scrubber wash water, aimed at improving environmental protection of US waters. The 2013 VGP requires the use of an environmentally acceptable lubricant for all oil to sea interfaces for vessels or alternative seal systems, unless technically infeasible. The intent of this new requirement is to reduce the environmental impact of lubricant discharges on the aquatic ecosystem by increasing the use of environmentally acceptable lubricants for vessels operating in waters of the US. All of our vessels are in compliance with the 2013 VGP. On December 4, 2018, the Vessel Incidental Discharge Act (''VIDA'') requires EPA to develop new national standards of performance for commercial vessel incidental discharges and the USCG to develop corresponding implementing regulations. Pursuant to VIDA, the VGP interim requirements apply until EPA publishes future standards and the USCG publishes corresponding implementing regulations under VIDA (anticipated in late 2026). Several US states, such as California, adopted more stringent legislation or regulations relating to the permitting and management of ballast water discharges compared to EPA regulations. These requirements do not currently impact our operational costs, as such technologies are not currently available. However, if a decision is made to comply with such requirements, we could incur additional investment during the installation of any such ballast water treatment plants. Clean Air Act To protect public health and welfare nationwide, the Clean Air Act requires EPA to establish national ambient air quality standards for certain common and widespread pollutants based on the latest science. EPA has set air quality standards for six common "criteria pollutants": particulate matter (also known as particle pollution), ground-level ozone, sulfur dioxide, nitrogen dioxide, carbon monoxide, and lead. States are required to adopt enforceable implementation plans to achieve and maintain air quality meeting the air quality standards. State implementation plans (“SIPs”) also must control emissions that drift across state lines and harm air quality in downwind states. The setting of these pollutant standards was coupled with directing the states to develop SIPs, applicable to appropriate industrial sources in the state, in order to achieve these standards. Several SIPs regulate emissions resulting from vessel loading and unloading operations by requiring the installation of vapor control equipment. European Union Regulations Greenhouse Gas Regulations The EU has implemented environmental policies targeting to curb CO2 emissions, having intermediate targets 55% reduction by 2030 and 80% reduction by 2050. The EU legislation covers inwards and outwards voyages to and from EU ports as well as intra voyages within EU. The monitoring, reporting and verification of CO2 emissions from maritime transport is done through the EU MRV mechanism, which runs in parallel with the globally applicable IMO DCS system. The main pillars of legislation include a trading scheme EU ETS applicable from January 1, 2024 and a penalty scheme known as Fuel EU, which promotes the use of alternative low carbon intensity non biological origin fuels, applicable from January 1, 2025. EU Emissions Trading System The European Parliament and Council have revised the EU ETS, Directive 2003/87/EC, introducing the extension to maritime transport which initiated January 1, 2024. The EU ETS is a cornerstone of the EU's policy to combat climate change and its key tool for reducing greenhouse gas emissions cost-effectively. The EU ETS, requires shipping companies to surrender 40% of European Union Allowances (“EUAs”) in 2024, 70% in 2025 and 100% in 2026; each EUA corresponding to a ton of CO2 equivalent emitted, as recorded by the EU MRV. All emissions from intra-EU voyages and within EU ports will be covered by the EU ETS, and 50% of the emissions for journeys to or from a non-EU country. The annual procedure of EU MRV, together with all the associated processes, is known as the EU ETS compliance cycle. Operators covered by the EU ETS are required to have an approved monitoring plan for monitoring and reporting annual emissions. Every year, operators must submit an emissions report. The data for a given year must be verified by an accredited verifier by March 31 of the following year. Once verified, operators must surrender the equivalent number of EUAs by September 30 of that year. The Company is responsible to surrender the EUAs to the relevant EU authorities and to collect them from the charterers according to the principle "the polluter pays". The EU Emissions Trading Directive 2023/959/EC extended the EU Emissions Trading System to maritime transport and provides that all maritime emissions allowances are to be auctioned, with no free allocation. A total of 78.4 million allowances has been earmarked for auction specifically for the maritime sector. Allowances must therefore be acquired through the open market, which may entail significant cost, particularly in periods of elevated demand when multiple shipping companies seek to procure allowances simultaneously. Compliance with the EU ETS has required the implementation of new systems, specialized personnel, enhanced data management and reporting infrastructure including controls and procedures, revised service agreements, and cost-recovery mechanisms, resulting in material upfront and ongoing administrative costs. The total cost of compliance, including future EU emissions liabilities and the cost of acquiring emissions allowances (to the extent required), is inherently difficult to forecast on an annual basis. Such costs depend on several variables, including our fleet size, trading patterns within and to and from the EU, prevailing allowance prices e.t.c. Since the inclusion of maritime transport, the price of EU Allowances (EUAs) has exhibited significant volatility, with wide price fluctuations observed throughout 2024 and 2025, which may materially affect our voyage economics and overall profitability. We continuously evaluate EUA procurement strategies, timing considerations, and hedging opportunities in order to manage exposure and mitigate the financial impact of ETS related volatility. EU “Fit-for-55” and FuelEU Maritime In July 2021, the EU tabled the 'Fit for 55' package as a response to the requirements in the EU Climate Law to reduce Europe's net greenhouse gas emissions. In July 2023, as part of Fit for 55, the EU completed the legislative procedure and adopted the FuelEU Maritime initiative directed at the shipping industry, with the goal to reduce the greenhouse gas intensity of the energy used on-board by 55% until 2030 and by 80% until 2050. The new rules promote the use of renewable and low-carbon fuels in shipping and came into force on January 1, 2025. FuelEU takes into account all greenhouse gas emissions (not only CO2) from the entire supply chain ('well-to-wake'). The FuelEU Maritime regulation contains the following main provisions: •measures to ensure that the greenhouse gas intensity of fuels used by the shipping sector will gradually decrease over time, by 2% in 2025 to as much as 80% by 2050. •a special incentive regime to support the uptake of the so-called renewable fuels of non-biological origin with a high decarbonization potential. •an exclusion of fossil fuels from the regulation’s certification process. •a voluntary pooling mechanism, under which ships will be allowed to pool their compliance balance with one or more other ships, with the pool – as a whole - having to meet the greenhouse gas intensity limits on average. •revenues generated from the regulation’s implementation (FuelEU penalties) should be used for projects in support of the maritime sector’s decarbonization with an enhanced transparency mechanism. •monitoring of the regulation’s implementation through the Commission’s reporting and review process. EU GHG Regulations Impact Only a portion of our trading activity is currently conducted to, from, or within the EU, and therefore EU GHG regulations have a more limited impact compared to the IMO GHG measures expected to be implemented after 2027. However, the renewal of our fleet with highly energy-efficient IMO EEDI Phase 3 vessels and the continuous improvement of existing vessels through an extensive environmental upgrade program may result in a higher share of voyages falling within the scope of EU GHG regulations. As GHG legislation in EU is implemented in a staggered manner with gradually increasing taxes and penalties and additional EU regulations may come into force in the future to achieve the stated EU CO2 emissions targets, we cannot predict with certainty what will be the financial impact, but we expect that increasingly more stringent regulations will have a material adverse effect on our business, financial condition and results of operations. EU Ship Recycling Regulation On November 20, 2013, the EU adopted Regulation (EU) No 1257/2013 (the “EU Ship Recycling Regulation”), which seeks to facilitate the ratification of the Hong Kong Convention 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 EU Ship Recycling Regulation contains rules for the control and proper management of hazardous materials and prohibits or restricts the installation or use of certain hazardous materials on vessels. The EU Ship 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. The EU Ship Recycling Regulation took effect on non-EU-flagged vessels calling on EU ports of call beginning as of December 31, 2020. Our vessels comply with this regulation. Chinese environmental regulations 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 for 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 published a circular modifying its monitoring and inspection requirements for vessels listed as being subject to intensified monitoring and inspection. Having entered into effect on December 1, 2023, the circular overrides 2013 rules to expand the kinds of vessels that can be entered into the list, while also authorizing provincial-level MSA offices to enter vessels parallel to the China MSA’s existing authority. The rules as modified no longer distinguish between Chinese and foreign vessels, while conditions have been established to remove a vessel from the list. Currently, our Company has no vessels on the list in question, and we monitor compliance with applicable rules and regulations to avoid any such entry. However, regardless of our efforts, our vessels could enter into this list, as a result of amendment of rules by the China MSA. Such an event would result in heightened monitoring, inspection and compliance costs, as well as associated delays in the vessels’ operations. In accordance with IMO ECA zones, examples of additional requirements imposed locally from time to time are: (i) the Domestic Emission Control Areas (“DECAs”) introduced by China, in 2015, which have designated the Pearl River Delta, the Yangtze River Delta and the Bohai-Rim Area (Beijing, Tianjin and Hebei) as areas where vessels navigating, berthing and operating are required to use VLSFO. As of January 1, 2019, China expanded the scope of the DECAs to include all coastal waters within 12 nautical miles of the mainland. Our Scrubber-fitted vessels do not operate the Scrubbers while in such areas, due to certain additional restrictions, and instead are using LSMGO. Safety Regulations Adopted on November 1, 1974 and entering into force on May 25, 1980, the Safety of Life at Sea (“SOLAS”) Convention is widely recognized as the most significant international treaty for merchant ship safety. Originating in response to the Titanic disaster in 1914, it has evolved through several versions, with the 1974 iteration introducing the tacit acceptance procedure for streamlined amendments. Regular updates to SOLAS, as amended, ensure that it remains a vital framework for safeguarding lives at sea and enhancing maritime safety standards globally. By addressing critical areas such as ship construction, equipment, operations, and emergency preparedness, SOLAS chapters aim to minimize risks at sea and safeguard lives. Regular updates and compliance with SOLAS regulations are essential for maintaining operational integrity, protecting human life, and fostering a culture of safety within the maritime industry. International Safety Management Code The operation of our vessels is affected by the requirements set forth in the International Safety Management (the “ISM”) Code. The ISM Code requires vessel’s owner, manager or bareboat charterer who has assumed responsibility for the operation of the vessel from the vessel’s owner and on assuming such responsibility has agreed to take over all the duties and responsibilities imposed by the ISM Code, to develop and maintain an extensive safety management system (“SMS”) that includes the adoption of a safety and environmental protection policies setting forth instructions and procedures for safe operation and describing procedures for dealing with emergencies. The ISM Code requires vessel operators to obtain a safety management certificate for each vessel they operate from the vessel’s flag state. The certificate verifies that the vessel operates in compliance with its approved SMS. Currently, our Managers have the requisite documents of compliance and safety management certificates for each of the vessels in our fleet for which the certificates are required by the IMO. Our Managers are required to renew these documents of compliance and safety management certificates every five years. Compliance is externally verified on an annual basis for the Managers and between the second and third years for each vessel by the applicable flag state. Although all our vessels are currently ISM Code-certified, such certification may not be always maintained by all our vessels. Non-compliance with the ISM Code may subject such party to increased liability, invalidate existing insurance or decrease available insurance coverage for the affected vessel and result in a denial of access to, or detention in, certain ports. For example, the USCG and EU authorities have indicated that vessels not in compliance with the ISM Code will be prohibited from trading in US and EU ports. DryBMS Standards The demand for further increase of safety, operational efficiency, and sustainability across the dry-bulk shipping sector has led to the development of a new managerial system known as DryBMS, launched by the International Association of Dry Cargo Shipowners (“Intercargo”) and “Rightship” a global organization providing vetting, safety scoring and GHG rating on equal merits monitored by industry stakeholders. As of June 1, 2024, our Company has voluntary implemented a new computerized Integrated Management System (‘IMS’) in compliance with DryBMS Standards, which replaces the existing SMS, and is in line with Rightship, focusing on crew welfare and code of conduct, and ensuring the competence and commitment to the highest level of standards of our staff and fleet. The implementation of the new IMS requires continuous intensive training of our crew and shore personnel, as well as increased operational costs. Maritime Transportation Security Act and ISPS Code On November 25, 2002, the Maritime Transportation Security Act (the “MTSA”) came into force. To implement certain portions of the MTSA, the USCG issued regulations in July 2003 requiring the implementation of certain security requirements aboard vessels operating in waters subject to the jurisdiction of the US Similarly, in December 2002, amendments to SOLAS created a chapter of the convention dealing specifically with maritime security. This chapter came 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”). Among the various requirements are: •on-board installation of automatic information systems to enhance vessel-to-vessel and vessel-to-shore communications. •on-board installation of ship security alert systems. •the development of vessel security plans; and •compliance with flag state security certification requirements. The USCG regulations, intended to align with international maritime security standards, exempt non-US vessels from MTSA vessel security measures, provided such vessels have on board a valid “International Ship Security Certificate” that attests to the vessel’s compliance with SOLAS security requirements and the ISPS Code. We have implemented the various security measures addressed by the IMO, SOLAS and the ISPS Code, and we have approved ISPS certificates and plans on board all of our vessels, which have been certified by the applicable flag state. Other Regulations Other additional conventions and regulations compliment the maritime operations framework, some of which are presented in the following paragraphs. Maritime Labor Convention The International Labour Organization’s Maritime Labour Convention was adopted in 2006 (the “MLC 2006”). The basic aims of the MLC 2006 are to ensure comprehensive worldwide protection of the rights of seafarers and to establish a level playing field for countries and ship owners committed to providing decent working and living conditions for seafarers, protecting them from unfair competition on the part of substandard ships. The MLC 2006 was ratified on August 20, 2012, and all of our vessels were certified by August 2013, as required. Bunker Convention The Bunker Convention also requires registered owners of ships over 1,000 gross to maintain insurance in specified amounts to cover their liability for relevant pollution damage. The Bunker Convention became effective on November 21, 2008. Liability limits under the Bunker Convention were increased as of June 2015. With respect to non-ratifying states, including the United States, liability for spills and releases of oil carried as bunker in ship’s bunkers typically is determined by the national or other domestic laws in the jurisdiction where the events or damages occur. The IMO also adopted a requirement, which became effective in 2011, that vessels traveling through the Antarctic region (waters south of latitude 60 degrees south) must use lower density fuel. Polar Code In November 2014 and May 2015, the IMO’s Maritime Safety Committee and MEPC, respectively, each adopted relevant parts of the International Code for Ships Operating in Polar Water (the “Polar Code”). The Polar Code entered into force on January 1, 2017. The Polar Code covers design, construction, equipment, operational, training, search and rescue as well as environmental protection matters relevant to ships operating in the waters surrounding the two poles. It also includes mandatory measures regarding safety and pollution prevention as well as recommendatory provisions. Ships intending to operate in the applicable areas must have a Polar Ship Certificate. A Polar Water Operational Manual is also needed on board the ship for the owner, operator, master, and crew to have sufficient information regarding the ship to assist in their decision-making process. The Polar Code applies to new ships constructed after January 1, 2017. After January 1, 2018, ships constructed before January 1, 2017, are required to meet the relevant requirements by the earliest intermediate or renewal survey. These requirements have limited application in our fleet. Cyber Security Recent action by the IMO’s Maritime Safety Committee and US agencies indicate that cyber security regulations for the maritime industry are likely to be further developed in the near future in an attempt to combat cyber security threats. The Maritime Safety Committee, at its 98th session in June 2017, adopted Resolution MSC.428(98) - Maritime Cyber Risk Management in Safety Management Systems. The resolution encouraged administrations to ensure that cyber risks are appropriately addressed in existing safety management systems, no later than the first annual verification of the company's Document of Compliance after January 1, 2021. In response to the above cyber security resolution, we are performing cyber security risk assessments for our vessels and are gradually implementing additional measures and training and have incorporated the cyber risk management system into the IMS. Regulations on the Economic Substance Situation of the Marshall Islands On January 1, 2019, the Economic Substance Regulations (ESRs), adopted by the Republic of the Marshall Islands, entered into force. ESRs apply to all non-resident entities based in the Marshall Islands and to foreign shipping entities registered in the Marshall Islands that meet the definition of "relevant entity" and derive income from "related activity". The term "relevant entity" according to the ESRs includes any non-domestic entity based in the Marshall Islands or a "foreign maritime entity" established under Marshall Islands law which is centrally managed and controlled outside the Marshall Islands and is a taxable entity of a state other than the Marshall Islands. The term "relevant activity" according to the ESRs refers to certain restrictively mentioned activities, including "shipping" and "holding business", which may apply to us and our Subsidiaries governed by the law of the Marshall Islands. According to the ESRs, for each annual reporting period, each relevant entity that earns income from a related activity should demonstrate in the context of an audit of its financial position that (i) its administration and management in relation to the relevant activity is carried out on Marshall Islands, (ii) its main business-related activity is in the Marshall Islands (although regulators understand and recognize that the core income-generating activities of shipping companies generally take place in international waters), and (iii) (a) has a sufficient amount of expenditure in the Marshall Islands, (b) has a sufficient physical presence in the Marshall Islands, and (c) has a sufficient number of qualified employees in the Marshall Islands, taking into account the size of the relevant activities in the Marshall Islands. As of July 1, 2020, all non-resident entities organized in the Marshall Islands and the foreign maritime entities of the Marshall Islands are required to submit a declaration of economic substance within twelve (12) months of their anniversary. The statement of economic substance is submitted to the corporate register on an annual basis. If the Corporate Registry finds that an entity does not meet the financial status criteria for the relevant reporting period, it will issue a non-compliance notice and impose penalties, which will be described in the notice. Penalties can range from fines of up to $ 100,000 and / or revocation of the entity's founding documents and dissolution. We intend to comply with all relevant ESR reporting requirements. The Council of the European Union periodically publishes a list of non-cooperative jurisdictions for tax purposes, identifying jurisdictions that, in the Council’s view, require improvements to their legal and regulatory frameworks in order to comply with internationally accepted tax transparency and economic substance standards. In February 2023, the Republic of the Marshall Islands, among other jurisdictions, was included on the EU list due to perceived deficiencies in the enforcement of economic substance requirements, and was subsequently removed from the list in October 2023. We cannot predict whether the Marshall Islands may be re-included on the EU list in the future, what remedial actions it may take in response, or the timing and effectiveness of any such actions. We also cannot predict how quickly EU authorities would respond to any legislative or regulatory changes implemented by the Marshall Islands, or how EU financial institutions, lenders, charterers, or other counterparties may react during any period in which we or our subsidiaries remain organized under the laws of the Marshall Islands while it is included on the list. Any re-listing of the Marshall Islands, the adoption of adverse measures by EU Member States, or any failure by us to comply with applicable legislation or requirements implemented to achieve or maintain removal from the list could have a material adverse effect on our business, financial condition, results of operations, and access to financing. Coronavirus Outbreak Covid-19 resulted in globally reduced industrial activity with lower demand for cargoes such as iron ore and coal, contributing to lower drybulk rates in 2020. The outbreak of Covid-19 in China and other countries in early 2020, led to a number of countries, ports and organizations to take measures against its spread, such as quarantines and restrictions on travel. Such measures were taken initially in Chinese ports, where we conduct a large part of our operations, and gradually expanded to other countries globally covering most ports where we conduct business. Presently, travel restrictions have been eased. As of May 2023, the World Health Organization declared that Covid-19 no longer constituted a public health emergency of international concern, indicating transition to long-term management of the pandemic. If during the remaining period of 2026, an outbreak of public health threats and epidemics or pandemics should occur and similar restrictive measures are adopted for their control, disruptions to the international shipping industry and delays may be expected in relation to the deliveries of our newbuilds and our newbuild program, which could negatively affect our business, financial performance, results of operations and our financial condition. The length and severity of epidemics and pandemics and their disruptions, such as the impact of any new outbreaks or new variants that may emerge, their impact and effect and the impact of these and other factors on the shipping industry as a whole may not be not possible to ascertain. However, the occurrence of any of the foregoing events or other epidemics could have a material adverse effect on our business, results of operations, cash flows, financial condition, value of our vessels, any related remediation measures on our performance and business prospects, and our ability to pay dividends. Disclosure of Activities Pursuant to Section 13(r) of the U.S. Securities Exchange Act of 1934 Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012 added Section 13(r) to the Exchange Act. Section 13(r) requires an issuer to disclose whether it or any of its affiliates knowingly engaged in certain activities, transactions or dealings relating to Iran. Disclosure is required even where the activities, transactions or dealings are conducted in compliance with applicable law. Provided in this section is information concerning the activities of us and our affiliates that occurred in 2025 and which we believe may be required to be disclosed pursuant to Section 13(r) of the Exchange Act. In 2025, our vessels did not make any port calls to Iran. Our charter party agreements for our vessels restrict the charterers from calling in Iran in violation of E.U., U.S. or United Nation sanctions and that has not been authorized by the Office of Foreign Assets Control of the U.S. Department of the Treasury. There can be no assurance that our vessels will not, from time to time in the future on charterer’s instructions, perform voyages which would require disclosure pursuant to Exchange Act Section 13(r). On January 16, 2016, the U.S. and the E.U. lifted nuclear-related sanctions on Iran through the implementation of the Joint Comprehensive Plan of Action (“JCPOA”) among the P5+1 (China, France, Germany, Russia, the U.K. and the U.S.), the E.U. and Iran to ensure that Iran’s nuclear program will be exclusively peaceful. All activities, transactions and dealings reported in this section occurred after the implementation of the JCPOA. However, U.S. nuclear-related sanctions have been re-imposed effective August 7, 2018 and November 5, 2018 as a result of the withdrawal of the U.S. from the JCPOA. We may charter our vessels to charterers and sub-charterers, including, as the case may be, Iran-related parties, who may make, or may sublet the vessels to sub-charterers who may make, port calls to Iran, so long as the activities continue to be permissible and not sanctionable under applicable U.S. and E.U. and other applicable laws. Seasonality We operate our vessels in markets that have historically exhibited seasonal variations in demand and, as a result, in charter rates. Seasonality is related to several factors and may result in quarter-to-quarter volatility in our results of operations, which could affect the amount of dividends, if any, that we pay to our shareholders. For example the market for marine drybulk transportation services is typically stronger in the fall months in anticipation of increased consumption of coal in the northern hemisphere during the winter months and the grain export season from North America. Similarly, the market for marine drybulk transportation services is typically stronger in the spring months in anticipation of the South American grain export season due to increased distance traveled known as ton mile effect, as well as increased coal imports in parts of Asia due to additional electricity demand for cooling during the summer months. Demand for marine drybulk transportation services is typically weaker at the beginning of the calendar year and during the summer months. In addition, unpredictable weather patterns during these periods tend to disrupt vessel scheduling and supplies of certain commodities. C. Organizational Structure Safe Bulkers, Inc. is a holding company with 60 subsidiaries, 11 of which are incorporated in Liberia, 48 in the Republic of the Marshall Islands and one in the Republic of Cyprus, each as of February 20, 2026. Our subsidiaries are ultimately wholly-owned by us. A list of our subsidiaries as of February 20, 2026 is set forth in Exhibit 8.1 to this annual report. D. Property, Plant and Equipment We have no freehold or material leasehold interest in any real property. We occupy office space at Apt. D11, Les Acanthes, 6, Avenue des Citronniers, MC98000 Monaco, where our principal executive office is established. We also occupy office space at 5th floor, 61 rue du Rhone, 1204, Geneva, Switzerland, where a representation office is established. Other than our vessels, we do not have any material property. Certain of our vessels are subject to priority mortgages, which secure our obligations under our various credit facilities. For further details regarding our credit facilities, see “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Credit Facilities.”