A. History and development of the company Founded in Israel in 1945, we purchased our first ship in 1947. In the 1950s and 1960s, we expanded our fleet and global shipping lines. In 1969, approximately 50% of our company was acquired by Israel Corporation Ltd., which moved us away from government ownership. In 1972, we launched our first cargo shipping service. We continued to expand globally, including establishing a presence in China, and renovated our fleet in the late 1980s. In 2004, we were fully privatized. From 2010 through present, we have focused on changing our strategy and adopting a comprehensive transformation strategy designed to improve our long-term commercial and operational processes by reducing operational expenses and increasing profitability. Our ordinary shares have been listed on the New York Stock Exchange (NYSE) under the symbol “ZIM” since January 28, 2021. During 2022, 2023, 2024 and 2025 we have made dividend payments of approximately $5.17 billion in the aggregate to our shareholders. In February 2026 we have entered into a Merger Agreement with Hapag-Lloyd AG, which, if consummated, will include the delisting of all our ordinary shares from NYSE. See “Item 10.C – Material Contracts - Entry Into Agreement and Plan of Merger with Hapag-Lloyd AG”. For a description of our principal capital expenditures and divestitures for the three years ended December 31, 2025 and for those currently in progress, see Item 5. “Operating and Financial Review and Prospects.” Our legal and commercial name is ZIM Integrated Shipping Services Ltd. Our principal place of business is located at 9 Andrei Sakharov Street, P.O. Box 15067, Matam, Haifa, 3190500. The telephone number of our principal place of business is +972 4 8652111. Our website is www.zim.com. We have included our website address in this Annual Report solely for informational purposes. Information contained on, or that can be accessed through, our website does not constitute a part of this Annual Report and is not incorporated by reference herein. The SEC maintains an internet site that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC, which can be found at http://www.sec.gov. Our agent for service of process is ZIM American Integrated Shipping Services Company, LLC, whose address is 4425 Zim Way, Virginia Beach, Virginia 23462, United States, and whose telephone number is 757-228-1300. B. Business Overview Our company We are a global container liner shipping company with leadership positions in niche markets where we believe we have distinct competitive advantages that allow us to maximize our market position and profitability. Founded in Israel in 1945, we are one of the oldest shipping liners, with 80 years of experience, providing customers with innovative seaborne transportation and logistics services with a reputation for industry leading transit times, schedule reliability and service excellence. Our main focus is to provide best-in-class service for our customers while maximizing our profitability. We have positioned ourselves to achieve industry-leading margins and profitability through our focused strategy, commercial excellence, agile approach and flexibility in responding to changing market conditions and enhanced digital tools. As part of our “Innovative Shipping” vision, we rely on careful analysis of data, including business and artificial intelligence, to better understand the needs of our customers and digitize our products accordingly, without compromising our personal touch. We operate and innovate as a truly customer-centric company, constantly striving to provide a best-in-class product offering. As of December 31, 2025, we operated a fleet of 128 vessels and chartered-in approximately 86.4% of our TEU capacity and 87.5% of the vessels in our fleet. For comparison, according to Alphaliner, the industry average of chartered-in vessels is approximately 37.6% of the fleets as of the end of 2025 (in accordance with the Alphaliner December 2025 Report). Our fleet includes ten 15,000 TEU and eighteen uniquely designed 8,000-class TEU LNG (liquified natural gas dual-fuel) container vessels which we charter on a long-term basis. Between 2021 and December 2025 we have completed the purchase of fifteen second-hand container vessels so that on December 31, 2025, we owned a total of 16 vessels of our operated fleet, including one vessel we already previously owned prior to these acquisitions. In April 2025, we entered into a charter agreement of ten new-built 11,500 TEUs LNG dual-fuel container vessels, for a total consideration of approximately $2.3 billion, with expected deliveries between 2027 and 2028. In addition, during the last quarter of 2025, we entered into several chartering transactions with respect to twenty-four vessels, twenty of which range from approximately 3,000 to 5,000 TEUs, and four are approximately 9,000 TEUs, with charter periods ranging from 3 to 5 years and expected redeliveries as early as the end of 2026 to 2028. See – “Our vessel fleet”. 45 As of December 31, 2025, we chartered-in most of our capacity; in addition, 85.7% of our chartered-in vessels are under leases having a remaining charter duration of more than one year (or 91.5% in terms of TEU capacity for container vessels). We continue to adjust our operations in response to the effects of global and regional geopolitical and economic events, including the continuous Houthi attacks on the Red Sea, the Russia-Ukraine wars the instable climate in the Middle-East, and other recent geopolitical trends. Our fleet, mainly in terms of the size of our vessels, enables us to optimize vessel deployment to match the needs of both mainlane and regional routes and to ensure high utilization of our vessels and specific trade advantages. Our operated vessels have capacities that range from approximately 1,000 TEUs to approximately 15,000 TEUs. (See – “Our vessel fleet – Strategic Chartering Agreements”). Furthermore, we operate a modern and specialized container fleet and our current container fleet capacity exceeds 708,000 TEUs. We operate across five geographic trade zones that provide us with a global footprint. These trade zones include (for the year ended December 31, 2025, of carried TEUs): (1) Transpacific (43.0%), (2) Atlantic (13.5%), (3) Cross Suez (7.9%), (4) Intra-Asia (21.2%) and (5) Latin America (14.4%). Within these trade zones, we strive to increase and sustain profitability by selectively competing in niche trade lanes where we believe that the market is underserved and that we have a competitive advantage versus our peers. These include both trade lanes where we have an in-depth knowledge, long-established presence and outsized market position as well as new trade lanes into which we are often driven by demand from our customers as they are not serviced in-full by our competitors. Several examples of niche trade lanes within our geographic trade zones include: (1) Mediterranean to U.S. East Coast & Gulf t lane (Atlantic trade zone) where we maintain a 6.6% market share, (2) Far East to Mediterranean & Black Sea (Cross Suez trade zone), 7.5% market share, (3) Far East (not including the Indian subcontinent) to U.S. East Coast & Gulf (Pacific trade zone), 10.1% market share and (4) West Coast South America to USEC, 8.7% market share, in each case according to the Port Import/Export Reporting Service (PIERS) and Container Trade Statistics (“CTS”). During 2025 and to the date of this Annual Report, we launched the following services and service upgrades: (1) upgrading our premium express service connecting China and Los Angeles (ZEX & ZX2); (2) new strategic operational cooperation with MSC on the transpacific trade and replacing the previous agreement with the 2M Alliance (an alliance which terminated in January 2025); (3) the restructuring of the cross-Atlantic service in cooperation with Hapag-Lloyd; and (4) a new cooperation with ONE for slot selling, on our ZGT service. In addition to containerized cargo, we also transport vehicles (such as cars, buses and trucks) via dedicated car carrier vessels westbound from Asia, and primarily from China, Japan and South Korea. Currently, we charter thirteen car carrier vessels and we serve ports in Europe (both North Europe and the Mediterranean), Central America and both coasts of South America. Global auto sales and intercontinental trade continue to grow, driven by increases in export plans for Chinese manufacturers. According to Clarksons Platou Shipbrokers market review as of January 2026, the car carrier fleet growth is estimated to continue during 2026, with an anticipated increase of approximately 7% capacity by year end. 46 As of December 31, 2025, we operated a global network of 56 weekly lines, calling over 300 ports, delivering cargo to and from more than 90 countries. Our complex and sophisticated network of lines allows us to be agile as we identify markets in which to compete. Within our global network we offer value-added and tailored services, including operating several logistics subsidiaries to provide complimentary services to our customers. We continue to develop our network of additional logistics companies in order to provide comprehensive services to our customers. These subsidiaries, which we operate, among others, in China, Canada, Brazil, India, Singapore, Hong Kong and the U.S, are asset-light and provide services such as land transportation, custom brokerage, LCL, project cargo and air freight services. Out of ZIM’s total volume in the twelve months ended December 31, 2025, approximately 17% of our TEUs carried utilized additional elements of land transportation. Our network is significantly enhanced by cooperation agreements with other container liner companies and alliances, allowing us to maintain a high degree of agility while optimizing fleet utilization by sharing capacity, expanding our service offering and benefiting from cost savings. Such cooperation agreements include vessel sharing agreements (VSAs), slot purchase and slot swaps. In September 2024, we entered into a strategic collaboration with MSC, which became effective in February 2025, replacing our previous agreement with the 2M Alliance which terminated in January 2025. The new agreement covers services on the Asia-U.S. East Coast and the Asia-U.S. Gulf Coast and approximately 23,000 weekly TEUs. Prior to this agreement, we also entered into an operational cooperation with MSC in September 2023, originally encompassing seven services on the southeast Asia-Oceana, India-East Mediterranean (currently rerouted) and East Mediterranean-North Europe trades, of which we currently jointly operate three (one in the southeast Asia-Oceana trade and two on the East Mediterranean-North Europe trade). In addition to these collaborations, we also maintain a number of partnerships with various global and regional liners in different trades. For example, in the Intra-Asia trade, we partner with both global and regional liners in order to extend our services in the region (See – “Our operational partnerships”). We have a highly diverse and global customer base with approximately 30,500 customers (which considers each of our customer entities separately, including in instances where the entity is a subsidiary or branch of another customer, or on a non-consolidated basis) using our services. In 2025, our 10 largest customers represented approximately 12% of our freight revenues and our 50 largest customers represented approximately 27% of our freight revenues. One of the key principles of our business is our customer-centric approach and we strive to offer value-added services designed to attract and retain customers. Our strong reputation, high-quality service offering, and schedule reliability has generated a loyal customer base, with 9 of our 10 top customers in 2025 having a relationship with the Company lasting longer than 10 years. We have focused on developing industry-leading and best in class technologies to support our customers, including improvements in our digital capabilities to enhance both commercial and operational excellence. We use our technology and innovation to power new services, improve our best-in-class customer experience and enhance our productivity and portfolio management. In 2024 we launched an inhouse Generative Artificial Intelligence Center of Excellence (GenAI CoE) aimed to develop, implement and improve new and automated working processes for the benefit of our customers and to improve efficiency of internal processes. Several additional examples of our digital services include: (i) ZIMonitor, which is an advanced tracking device that provides 24/7 online alerts to support high value cargo; (ii) myZIM, our digital platform which enables online quotation, booking and shipping instructions; (iii) Draft B/L, an online tool that allows export users to view, edit and approve their bill of lading online without speaking with a representative; and (iv) ZIMGuard, an artificial intelligence-based internal tool designed to detect possible misdeclarations of dangerous cargo in real-time. Furthermore, we have formed a number of partnerships and collaborations with start-ups for the development of multiple engines of growth which are adjacent to our traditional container shipping business. To support and enhance our commercial partnerships and investments in technology companies, we have formed a ZIM team of professionals that specializes in the ecosystem of investing and collaborating with early-stage technology companies, and function as a “corporate venture capital”, or CVC, dedicating a substantial part of their time to such CVC activities. The members of this CVC team support ZIM’s portfolio companies throughout the life cycles of their businesses, starting from identifying promising startups which are synergetic to ZIM’s business or fields of interest, conducting due diligence over potential investments, negotiating investment and commercial agreements with ZIM’s portfolio companies, and supporting them in additional investment and commercial transactions and in their operations, often by holding board membership or observer positions in such companies. These technological partnerships and initiatives include: (i) “ZIMARK”, an initiative in cooperation with Sodyo (in which we made additional investments in 2022 and 2024), an early stage scanning technology company, aimed to provide visual identification solutions for the entire logistics sector (inventory management, asset tracking, fleet management, shipping, access control, etc.), introducing a technology that is extremely fast and suitable for multiple types of media; (ii) our investment in and partnership with WAVE, a leading electronic bill of lading based on blockchain technology, to replace and secure original documents of title; (iii) our investment in Hoopo Systems Ltd. (“Hoopo”), a provider of cutting edge tracking solutions for unpowered assets, as well as our agreement to deploy Hoopo’s tracking devices on ZIM’s dry-van container fleet; (iv) our investment in Marine Shipp Fast (commercial brand name – Ship4wd|), a digital freight forwarding platform offering an online, simple and reliable self-service end to end shipping solution, that is initially targeting small and medium-sized businesses importing and exporting from the U.S., Canada and the far East ; (v) our investment in Data Science Consulting Group (DSG), a leading technology company specializing in Artificial Intelligence based products, solutions and services, developer of e-volve, a holistic AI governance and decision management system, and our co-creator of a center of excellence for the development of AI tools for the maritime shipping industry; (vi) 40Seas, an innovative fintech company, providing an online end-to-end finance and sales managing tool, in which we have made an equity investment, in addition to extending an approximate $100 million credit facility, which has terminated in 2025 and the loan withdrawn under this facility converted to shares ; (vii) our investment in Pickommerce AI Robotics, which developed an innovative fully autonomous pick-and-pack station for the logistics industry. Pickommerce’s technology utilizes an advanced computer vision system powered by machine learning that enables the safe and intelligent packaging of objects of different sizes, weights and textures; (viii) our investment in Spinframe, which offers innovative vehicle-inspection systems that enable efficient anomaly detection from assembly to end user, and are capable of autonomously monitoring a large number of vehicles, both at land and at sea; (ix) our investment in the innovative bio-tech company Carbon Blue, a carbon dioxide removal company, which harnesses water and water-utilizing infrastructure to remove CO2 from the atmosphere, allowing entire industries to bring down emissions and combat climate change, while providing them with significant industrial co-benefits and a unique advantage in the circular economy of tomorrow; and (x) our investment in Zutacore, an Israeli start-up with a patent-protected technology of waterless liquid cooling for high performance AI processors, designed to preserve a large number of processors in the same space without overheating or harming their performance, all while reducing overall power usage. 47 Achieving industry leading profitability margins through both effective cost management initiatives as well as top-line improvement strategies is one of the primary focuses of our business. Over the past few years we have taken initiatives to reduce and avoid costs across our operating activities through various cost-control measures and equipment cost reduction (including, but not limited to, equipment interchanges such as swapping containers in surplus locations, street turns to reduce trucking of empty containers and domestic repositioning from inland ports). Our digital investment in our information technology systems has allowed us to develop a highly sophisticated allocation management tool that gives us the ability to manage our vessel and cargo mix to prioritize higher yielding bookings. The capacity management tool as well as our agility in terms of vessel deployment enables us to focus on the most profitable routes with our customers. In addition to effective cost management, we would not have been able to achieve our financial results without our unique organizational culture. Our vision and values, “Z-Factor,” is fully aligned with and supports our strategy and long-term goals. Our vision of “Innovative shipping dedicated to you!” has driven our focus on innovation and digitalization and has led us to become a truly customer-centric company. Our can-do approach and results-driven attitude support our passion for commercial excellence and drives our focus on optimizing our cargo and customer mix. Through our core value of sustainability, we aim to uphold and advance a set of principles regarding Ethical, Social and Environmental concerns. Our goal is to work resolutely to eliminate corruption risks, promote diversity among our teams and continuously reduce the environmental impact of our operations, both at sea and onshore. Our organizational culture enables us to operate at the highest level, while also treating our oceans and communities with care and responsibility. We are headquartered in Haifa, Israel. As of December 31, 2025, we had approximately 6,700 full-time employees worldwide (including contract workers). In 2025 and 2024, we carried 3.66 million and 3.75 million TEUs, respectively, for our customers worldwide. During the same periods, our revenues were $6,904 million and $8,427 million, our net income was $481 million and $2,154 million and our Adjusted EBITDA was $2,171 million and $3,692 million, respectively. Our services With a global footprint of more than 200 offices and agencies in more than 100 countries, we offer both door-to-door and port-to-port transportation services for all types of customers, including end-users, consolidators and freight forwarders. Comprehensive logistics solutions We offer our customers comprehensive logistics solutions to fit their transportation needs from door-to-door. Our wide range of transportation services, handled by our highly trained sea and shore crews and supported with personalized customer service and our unified information technology platform, allows us to offer our customers higher quality and tailored services and solutions at any time around the world. 48 Our customers place orders either online or with a customer service member in one of our local agencies located around the world. We issue the bill of lading detailing the terms of the shipment and, in the case of a typical door-to-door order, we deliver an empty container to the shipper’s designated address. Once the shipper has filled the container with cargo, it is transported to a container port, where it is loaded onto our cargo vessel. We have experience in shipping various types of cargo, such as over-sized cargo, dangerous and hazardous cargo, cars, trucks and vehicles and reefer shipments. The container is shipped either directly to the destination port or via one of our scheduled ports of call, where it is transferred, or “transshipped,” to another ship. When the container arrives at the final destination port, it is off-loaded from the ship and delivered to the recipient or a designated agent via land transportation. We partner with regional and local land transportation operators to provide a range of inland transportation services via rail, truck and river barge, often combining multiple modes of transportation to ensure efficient and cost-effective operation with minimum transit time. Out of ZIM’s total volume in the twelve months ended December 31, 2025, approximately 17% of our TEUs carried utilized additional elements of land transportation. We continuously strive to find logistic solutions for land transportation service offering under the current market conditions. We also focus on growing the specialized cargo (reefers, dangerous goods and special equipment) transportation portion of our business. We offer ZIMonitor, our premium reefer cargo tracking service, an advanced real-time monitoring device that, among other things, allows our customers to monitor their shipments in real time. See –“Our specialized cargo”. We believe that our global-niche strategy, as well as our focus on customer-centric services, place us in a good position to attract new customers through our reliable and competitive services. Our services and geographic trade zones As of December 31, 2025, we operated a global network of 56 weekly lines, calling over 300 ports delivering cargo to and from more than 90 countries. Our shipping lines are linked through hubs that strategically connect main lines and feeder lines, which provide regional transport services, creating a vast network with connections to and from smaller ports within the vicinity of main lines. We have achieved leadership positions in specific markets by focusing on trades where we have distinct competitive advantages and can attain and grow our overall profitability. Our shipping lines are organized into geographic trade zones by trade. The table below illustrates our primary geographic trade zones and the primary trades they cover, as well as the percentage of our total TEUs carried by geographic trade zone for the years ended December 31, 2025, 2024 and 2023: Year ended December 31, Geographic trade zone (percentage of total TEUs carried for the period) Primary trade 2025 2024 2023 Pacific Transpacific 43 % 43 % 38 % Cross-Suez Asia-Europe 8 % 9 % 12 % Atlantic-Europe Atlantic 14 % 15 % 13 % Intra-Asia Intra-Asia 21 % 20 % 28 % Latin America Intra-America 14 % 13 % 9 % 100 % 100 % 100 % Pacific geographic trade zone The Pacific geographic trade zone serves the Transpacific trade, which covers trade between Asia, including China, Korea, Southeast Asia, the Indian subcontinent, and the Caribbean, Central America, the Gulf of Mexico and the east coast and west coast of the United States and Canada. Our services within this geographic trade zone also connect to Intra-Asia and Intra-America regional feeder lines, which provide onward connections to additional ports. Pacific Northwest service. Based on information from Piers, approximately 46.5% of all goods shipped to the United States are transported via ports located in the west coast of the United States and Canada. These include local discharge as well as delivery by train or trucks to their final destinations, mainly to the Midwestern United States and to the central and eastern parts of Canada. We hold a position within the PNW, via the Canadian gateway Vancouver and Prince Rupert, which enable us to serve the very large Canadian and U.S. Midwest markets quickly and efficiently. Our strategic relationships in these markets with Canadian National Railway Company, a rail operator, have allowed us to obtain competitive rates and provide consistent, high-quality service to our customers. We charter slots from MSC to serve the Pacific Northwest. 49 Pacific Southwest Coast service - we operate two eCommerce Xpress high-speed services, the ZEX and ZX2, focusing on e-Commerce between Central and South China, Vietnam and Los Angeles. Asia-U.S. All-Water service. With respect to the Asia-U.S. East Coast Trade, “all-water” refers to trade between Asia and the U.S. East Coast and Gulf Coast using marine transportation only, via the Panama Canal or the Cape of Good Hope, so long as the passage in the Suez Canal is suspended. Until January 2025, we operated services in this trade in accordance with our agreement with the 2M Alliance, which was terminated and replaced by a strategic agreement with MSC. We updated the agreement with MSC, so that ZIM and MSC swap slots over a total of five services, four of which on the Asia-USEC and one on the Asia-USGC. Two of the services are operated by ZIM and one is a vessel sharing agreement. We have deployed ten 15,000 TEU LNG dual fuel vessels and eleven 8,000-class TEU LNG on the ZIM operated services under this agreement. (See “Our vessel fleet - Strategic Chartering Agreements”). As of December 31, 2025, we offered 8 services in the Pacific geographic trade zone, which had an effective weekly capacity of approximately 31,333 TEUs and covered all major international shipping ports in the Transpacific trade. Our services in the Pacific geographic trade zone accounted for 51% of our freight revenues from containerized cargo for the year ended December 31, 2025. Cross-Suez geographic trade zone The Cross-Suez geographic trade zone covers trade between Asia and Europe (including the Indian sub-continent), originally through the Suez Canal, primarily focusing on the Asia- West and East Mediterranean Sea sub-trade, which is one of our key strategic zones. Due to the Yemeni Houthis’ attacks against vessels in the Red Sea our vessels are currently rerouted through the Cape of Good Hope (See Item 3.D – Risk factors – “Global economic downturns and geopolitical challenges throughout the world could have a material adverse effect on our business, financial condition and results of operations”. In previous years this trade was characterized by intense competition, and we have undertaken several initiatives to help us remain competitive within it. As of December 31, 2025, we offered one service in the Cross-Suez geographic trade zone (currently rerouted), which had an effective weekly capacity of approximately 6,711 TEUs and covered international shipping ports in the West and East Mediterranean, China, East and Southeast Asia and India. The Cross-Suez geographic trade zone accounted for 10% of our freight revenues from containerized cargo for the year ended December 31, 2025. Atlantic-Europe geographic trade zone The Atlantic-Europe geographic trade zone serves the Atlantic trade, which covers trade between North America, Caribbean and the Mediterranean, along with Intra-Europe/Mediterranean trade. Our services within this geographic trade zone also connect to Intra-Mediterranean and Intra-America regional feeder lines which provide onward connections to additional ports. In February 2025 we have launched our restructured service in cooperation with Hapag-Lloyd in our Atlantic services which was first established in 2014. Our cooperation agreement with MSC also includes two joint services from Israel and the East Mediterranean to North Europe. As of December 31, 2025, we offered 9 services within this geographic trade zone, with an effective weekly capacity of approximately 9,493 TEUs, covering major international shipping ports in the East and West Mediterranean, the Black Sea, Northern Europe, the Caribbean, the Gulf of Mexico and the U.S., and the east coast of North America. The Atlantic-Europe geographic trade zone accounted for 12% of our freight revenues from containerized cargo for the year ended December 31, 2025. Intra-Asia geographic trade zone The Intra-Asia and Asia-Africa geographic trade zone serves the Intra-Asia trade, which covers trades within regional ports in Asia, including ISC (Indian sub-continent), Africa and Australia. Our services within this geographic trade zone feed into the global lines of the Pacific and Cross-Suez trades. This geographic trade zone is characterized by extensive structural changes that we have made to respond to changes in trade and market conditions. 50 The Intra-Asia market is highly fragmented with many active carriers, all with relatively small market shares. Local shipping companies have a more significant presence within this trade, which is primarily serviced by relatively small vessels, compared to other trades. However, larger carriers that operate in the intercontinental trade also serve this trade and call at ports within the region. We have operational agreements with many other shipping companies within this trade. Demand in this trade is impacted by, among other things, the relatively low cost of labor in the area and its proximity to developing economies with high growth rates, which incentivizes the manufacturing of finished products for export and the shipments of unfinished products between countries in this region. As of December 31, 2025, we offered 25 services within this geographic trade zone with an effective weekly capacity of approximately 13,511 TEUs. The Intra-Asia geographic trade zone accounted for 13% of our freight revenues from containerized cargo for the year ended December 31, 2025. Our services within this geographic trade zone cover major regional ports, including those in China, Korea, Thailand, Vietnam and other ports in Southeast Asia, India, Africa and Australia, and connect to shipping lines within our Cross-Suez and Pacific geographic trade zones. Latin America geographic trade zone The Latin America geographic trade zone consists of the Intra-America trade, which covers trade within regional ports in the Americas, as well as trade between the South American East Coast and Asia, South American West Coast and Asia, and trade between the South American east coast and West Mediterranean. The regional services within this geographic trade zone are linked to our Pacific and Atlantic-Europe geographic trade zones. We cooperate with other carriers within the regional services: We cooperate with Maersk via a vessel sharing agreement in the Asia-East Coast South America, and we cooperate with other carriers on the Mediterranean-East Coast South America sub-trades mostly by slots purchase. In addition, we operate an independent service, ZIM Gulf Toucan (ZGT), connecting South America East Coast to the Gulf of Mexico, US East Coast, Caribbean, Central America and West Coast South America. We also operated a second independent service, ZIM Albatross (ZAT), connecting China and Southeast Asia to the West coast of South America, which is currently suspended. Finally, we operate ZIM Colibri (ZCX), a premium line from South America West Coast to U.S. East Coast with an expedited connection and an emphasis on refrigerated cargo. As of December 31, 2025, we offered 13 services within this geographic trade zone as well as a complementary feeder network with an effective weekly capacity of approximately 9,033 TEUs and operated between major regional ports, including ports in Brazil, Argentina, Uruguay, Mexico, Peru, Chile, Venezuela the Caribbean, Central America, China, U.S. Gulf Coast, U.S. East coast and the West Mediterranean, and connect to our Pacific and Atlantic-Europe services. The Latin America geographic trade zone accounted for 14% of our freight revenues from containerized cargo for the year ended December 31, 2025. Types of cargo The following table sets forth details of the types of cargo we shipped during the twelve months ended December 31, 2025, as well as the related quantities and volume of containers (owned and leased). Type of Container Type of Cargo Quantity TEUs Dry van containers Most general cargo, including commodities in bundles, cartons, boxes, loose cargo, bulk cargo and furniture 1,939,926 3,402,987 Reefer containers Temperature controlled cargo, including pharmaceuticals, electronics and perishable cargo 96,429 190,622 Other specialized containers Heavy cargo and goods of excess height and/or width, such as machinery, vehicles and building 54,834 69,433 Total 2,091,189 3,663,042 Other Specialized cargo The volume of our specialized cargo shipments reached approximately 10% of our company’s volume in 2025. We offer specialized shipping solutions through a dedicated team of supply chain experts that designs tailor-made solutions for our customers’ specific transportation needs, issues approvals and documentation, arranges for insurance and provides other logistics services for all kinds of specialized cargo, including: • Out-of-gauge cargo. Cargo that is over-weight, over-height, over-length and/or over-width can present many challenges and issues relating to proper stowage, securing and handling. We maintain our containers to the highest standards and offer premium third-party services relating to these particular challenges. • Dangerous and hazardous cargo. We specialize in carrying dangerous and hazardous shipments safely in accordance with all applicable local and international rules and regulations. We ship a wide array of such cargos, and we employ dedicated teams of specialists in five offices around the globe who are specially trained to guide our customers through every stage of the supply chain challenges. We have also developed and implemented “ZIMGuard”, an innovative artificial intelligence-based, screening software designed to detect and identify incidents of misdeclared hazardous cargo before loading to vessel. 51 • Reefer cargo. Reefer cargo includes perishable goods, pharmaceuticals and electronics. Our reefer specialists and merchant marine officers ensure the safe transport of reefer cargo with precise tracking and continuous monitoring throughout the cold chain. We focus on reefers as one of our growth engines. We strive to have the youngest reefer fleet in the industry, and have invested in new custom-made reefer containers already equipped with our ZIMonitor capabilities, as well as in controlled atmosphere units designed to ship fresh produce cargo. ZIMonitor is our premium reefer cargo tracking service. A device is attached to the engine of the reefer, and allows customers to track and monitor sensitive, high-value cargo, such as pharmaceuticals, food and delicate electronics. The device monitors, among other things, GPS location, temperature, humidity and unnecessary container door opening. Customers can opt to receive alerts regarding their shipment via text message or email. ZIMonitor is designed to comply with the good distribution practice guidelines (GDP), which are applicable to the pharmaceutical industry, and to provide ongoing data flow, alerts in order to prevent cargo damage and automatic reports. Customers are also able to view their cargo status online on our designated myZIM application. In addition, we employ a 24/7 dedicated response team to promptly respond to hundreds of alerts daily. In 2025, ZIMonitor reached its highest record of container level since launching, reflecting a 32% growth compared to 2024. Our vessel fleet As of December 31, 2025, our fleet included 128 vessels (115 container vessels and 13 vehicle transport vessels), of which sixteen vessels were owned by us and 112 vessels were chartered in. As of December 31, 2025, our operating fleet (including both owned and chartered vessels) had a capacity of 708,543 TEUs. The average size of our vessels is approximately 6,086 TEUs, compared to an industry average of 4,972 TEUs. During 2025 we purchased two 8,500 TEU vessels which were previously chartered by us, so that as of the date of the Annual Report, we own sixteen vessels in total. We may purchase additional second-hand vessels if we evaluate that such purchase is more suited to our needs than other available alternatives. In April 2025, we entered into a charter agreement of ten new-built 11,500 TEUs LNG dual-fuel container vessels, for a total consideration of approximately $2.3 billion, with expected deliveries between 2027 and 2028. In addition, during the last quarter of 2025, we entered into several chartering transactions with respect to twenty-four vessels, twenty of which range from approximately 3,000 to 5,000 TEUs, and four are approximately 9,000 TEUs, with charter periods ranging from 3 to 5 years and expected redeliveries from as early as the end of 2026 to 2028. We charter-in vessels under charter party agreements for varying periods. Our charter rates are negotiated and predetermined at the time of entry into the charter party agreement and depend upon market conditions existing at that time. As of December 31, 2025, all of our chartered vessel agreements consist of chartering-in the vessel capacity for a given period of time against a daily charter fee, while the crewing and technical operation of the vessel is handled by its owner. Subject to any restrictions in the applicable arrangement, we determine the type and quantity of cargo to be carried as well as the ports of loading and discharging. Our vessels operate worldwide within the trading limits imposed by our insurance terms. As of December 31, 2025, the remaining average duration of our chartered fleet was approximately 51 months, based on the earliest date of redelivery. As of December 31, 2025, our fleet was comprised of vessels of various sizes, ranging from 1,000 TEUs to 15,000 TEUs, which allows for flexible deployment in terms of port access and is optimally suited for deployment in the sub-trades in which we operate. 52 The following table provides summary information, as of December 31, 2025, about our fleet: Container Vessels Capacity (TEU) Other Vessels Total Vessels owned by us 16 96,080 - 16 Vessels chartered from third parties(1) 99 612,463 13 112 Periods up to 1 year (from December 31, 2025) 14 52,063 2 16 Periods between 1 to 5 years (from December 31, 2025) 46 165,210 11 57 Periods over 5 years (from December 31, 2025) 39 395,190 - 39 Total 115 708,543 13 128 (1) Under our time charters, the vessel owner is responsible for operational costs and technical management of the vessel, such as crew, maintenance and repairs including periodic drydocking, cleaning and painting and maintenance work required by regulations, and certain insurance costs. Transport expenses such as bunker and port canal costs are borne by us. Operational management services include the chartering-in, sale and purchase of vessels and accounting services, while technical management services include, among others, selecting, engaging, and training competent personnel to supervise the maintenance and general efficiency of our vessels; arranging and supervising the maintenance, drydockings, repairs, alterations and upkeep of the vessels, the requirements and recommendations of each vessel’s classification society, and relevant international regulations and maintaining necessary certifications and ensuring that the vessels comply with the law of their flag state. As of March 1, 2026, our operated fleet included 128 vessels (container vessels and vehicle transport vessels), of which 16 vessels are owned by us and 112 vessels are chartered-in. Our owned and chartered container vessels had a capacity of 707,528 TEUs. As of March 1, 2026, approximately 86.9% of our chartered-in vessels (92.4% in terms of TEU capacity) are under long-term leases with a remaining charter duration of more than one year, as we continue to actively manage our asset mix. Strategic Chartering Agreements Long-term charter agreement for LNG-Fueled Vessels from Seaspan Corporation In February 2021 we and Seaspan Corporation entered into a strategic agreement for the long-term charter of ten 15,000 TEU liquified natural gas (LNG dual-fuel) container vessels. Pursuant to the agreement, we will charter the vessels for a period of 12 years with the option to extend it by additional charter periods. We deployed these vessels on our Asia-U.S. East Coast Trade as an enhancement to our service on this strategic trade. In addition, in July 2021 we announced a second strategic agreement with Seaspan for the long-term charter of ten uniquely designed 8,000-class TEU LNG dual fuel container vessels with an option for additional five vessels, to serve across ZIM’s various global niche trades. In September 2021 we announced the exercise of an option granted to us under this agreement to long-term charter five additional 8,000-class TEU LNG vessels. Following the exercise of this option, the total vessels to be chartered under this second strategic agreement is fifteen. We were granted by Seaspan a right of first refusal to purchase the chartered vessels should Seaspan choose to sell them during the charter period, and an option to purchase the vessels at the end of the charter term. To date, all 15,000 TEU and all 8,000-class TEU LNG dual fuel container vessels have been delivered to us. The total costs, in annualized charter hire costs per vessel (in addition to down payments made on the delivery of each vessel), are estimated at approximately $17 million in respect of the abovementioned 15,000 TEU vessels, and approximately $13 million in respect of the abovementioned vessels, over the term of the agreements. 53 Long-term charter agreement for LNG-Fueled vessels from a shipping company affiliated with Kenon, our former major shareholder In January 2022 we entered into a new eight-year charter agreement with a shipping company that is affiliated with Kenon, which was our largest shareholder until December 26, 2024, pursuant to which we will charter three 8,000-class TEU LNG dual-fuel container vessels to be deployed in our global niche trades for a total consideration of approximately $400 million. The vessels were constructed at a Korean-based shipyard, Hyundai Samho Heavy Industries, and all vessels have already been delivered to us. Charter agreement with Navios Maritime Holdings Inc. In February 2022 we and Navios Maritime Holdings Inc. entered into a charter agreement for the charter of thirteen container vessels comprising of five second-hand vessels and eight newbuild vessels of total consideration of approximately $870 million. All of the vessels have been delivered and deployed on our services. The charter period of the vessels is approximately 5 years. Charter agreement with MPC Container Ships ASA and MPC Capital AG In March 2022 we and MPC Container Ships ASA and MPC Capital AG entered into a new charter agreement according to which ZIM will charter a total of six 5,500 TEU wide beam newbuild vessels for a period of seven years and a total consideration of approximately $600 million. The vessels were constructed at a Korean-based shipyard HJ Shipbuilding & Construction (formally known as Hanjin Heavy Industries & Construction Co.). To date, all vessels have been delivered. Charter agreement with a non-affiliated third party In November 2024, the Company entered into an agreement for the charter of four new-build 8,000 TEU scrubber-fitted container vessels, for periods ranging between five to seven years, scheduled to be delivered during the second half of 2026 and the first half of 2027. The total consideration is approximately $400 million. Charter Agreement with Containers Ventures Holdings Inc., and affiliate of the TMS Group In April 2025 the Company entered into an agreement for the chartering of ten new-build 11,500 TEU liquefied natural gas (LNG) dual-fuel container vessels, for a total consideration of approximately $2.3 billion. The vessels will be constructed at Zhoushan Changhong Shipyard in China, with delivery expected between 2027 and 2028. Several chartering transactions for 24 vessels We entered into several chartering transactions with respect to twenty-four vessels, twenty of which range from approximately 3,000 to 5,000 TEUs, and four are approximately 9,000 TEUs, with charter periods ranging from 3 to 5 years and expected redeliveries as early as the end of 2026 to 2028. Our Containers In addition to the vessels that we own and charter, we own and charter a significant number of shipping containers. As of December 31, 2025, we held 598,000 container units with a total capacity of approximately 1,067,000 TEUs, of which 41% were owned by us and 59% were leased (including 50% accounted as right-of-use assets). In some cases, the terms of our leases provide that we will have the option to purchase the container at the end of the lease term. Container fleet management We aim to reposition empty containers in the most cost-efficient way in order to minimize our overall empty container moves and container fleet while meeting demand. Due to a natural imbalance in demand between trade areas, we seek to optimize our container fleet by repositioning empty containers at minimum cost in order to timely and efficiently meet our customers’ demands. Our global logistics team oversees the internal management of empty containers and equipment to support this optimization effort. In addition to repairing and maintaining our container fleet, our logistics team continuously optimizes the flow of empty containers based on commercial demands and operational constraints. Below is a summary of our logistics initiatives relating to container fleet management: • Slot swap agreements. We enter into agreements with other carriers for the exchange of vessel space, or “slots”, for repositioning of empty containers. Under these agreements, other carriers offer ZIM space on their own operated vessels, in exchange for space on our vessels for the purpose of repositioning empty containers. ZIM has greatly developed this type of cooperation. We have slot swap agreements with 16 carriers and exchange thousands of TEUs each year. • Slot sale agreements. We sell slots on board our vessels to transport empty containers. 54 • One-way container lease. We use leasing companies and other shipping liners’ empty containers to move cargo from locations with increased demand to over-supplied locations. We are a global leader in one-way container volumes. • Equipment sub-leases. We lease our equipment to other carriers and freight forwarders in order to reduce our container repositioning and evacuation costs. We believe that through these initiatives, we are able to minimize costs associated with natural trade imbalances, increase the utilization of our vessels, and reliably supply our customers with empty containers where and when they are needed. In January 2024 we entered into an agreement with Hoopo to deploy Hoopo’s tracking device on ZIM’s dry-van container fleet, which offers our customers comprehensive tracking information including geofence alerts and open/close door notifications and more, while ensuring high reliability and durability combined with significant cost and energy efficiencies. We have completed a successful pilot project and purchased additional tracking devices from Hoopo, with the intention to install the devices in all of our dry container fleet. At this time, we have installed the devices in approximately 15% of our dry container fleet. Our operational partnerships We are party to a large number of cooperation agreements with other shipping companies , which generally provide for the joint operation of shipping services by vessel sharing agreements, the exchange of capacity and the sale or purchase of slots on vessels operated by us or other shipping companies. We do not participate in any alliances, which are a type of vessel sharing agreement that involves joint operations of fleets of vessels and sharing of vessel space in multiple trades. By not participating in alliances and focusing instead on cooperation agreements, we are able to capture many of the benefits of alliance membership while retaining a higher degree of strategic flexibility than is typically afforded to alliance members. Our cooperation agreements provide us with access to a wider coverage of ports and specialized lines, which enables us to improve our transit times and reduce operational expenses and repositioning costs. We continue to seek new collaborations and joint services for the purpose of improving port coverage, quality and frequency of service and for the benefit of our customers. Strategic Cooperation Agreement with MSC In September 2024 we entered into a strategic agreement with MSC on the Asia-U.S. East Coast (USEC) and Asia-U.S. Gulf Coast (USGC) under a full slot exchange and vessel sharing agreement, replacing our previous agreement with the 2M Alliance, which became effective in February 2025. The agreement includes a vessel sharing agreement and slot swap on a total of six services. Throughout 2025, in reaction to market changes, we jointly restructured the network by reducing the number of services to four, and thereafter increasing the number of services to five services on the same subtrades. Pursuant to the agreement, we or MSC may terminate the agreement by providing a six-month prior written notice following the initial 30-month period, or in the event of change of control, the other party may terminate the agreement by providing a six-month notice, and the affected party may terminate the agreement by providing twelve month notice. This strategic cooperation enables us to provide our customers with improved port coverage and transit time, while generating cost efficiencies. Operational Collaboration Agreement with MSC on Multiple Trades In July 2023 we entered into a new slot charter agreement with MSC on the Asia-Pacific Northwest trade. In July 2025 we renewed this agreement for an additional one year. In September 2023, we entered into new operational agreements with MSC, originally encompassing several trades and seven service lines. The cooperation scope includes services connecting the Indian Subcontinent with the East Mediterranean (terminated due to the Houthis’ continued attacks in the Red Sea), the East Mediterranean with Northern Europe, and services connecting East Asia with Oceania. The joint services include vessel sharing agreements, slots swaps and slot purchase arrangements. Currently, we operate two vessel sharing agreements with MSC, with one on the East Asia – Oceana trade and one on the East Mediterranean - Northern Europe trade, in addition to a slot swap on a third service operated by MSC on the East Mediterranean -Northern Europe trade. The agreements are in effect and may be terminated by providing a six-month period prior notice, or in the event of change of control, by providing a 3-month period prior notice. 55 The table below shows our operational partners by geographic trade zone as of December 31, 2025: Geographic trade zone Partner Pacific Cross-Suez Intra-Asia Atlantic-Europe Latin America A.P. Moller-Maersk(1) ✓ Mediterranean Shipping Company (MSC)(1) ✓ ✓ ✓ ✓ CMA CGM S.A. ✓ Evergreen Marine Corporation ✓ Hapag-Lloyd AG(2) ✓ ✓ China Ocean Shipping Company (COSCO) ✓ ✓ ONE (2) ✓ Orient Overseas Container Line Limited (OOCL) ✓ Yang Ming Marine Transport Corporation(2) ✓ Others ✓ ✓ (1) Until February 2025, our cooperation on the Pacific trade was in accordance with our previous agreement with the 2M Alliance, in which Maersk and MSC were members of. Since February 2025 we cooperate on this trade in accordance with our agreement with MSC. (2) With respect to the Atlantic-Europe trade, until January 2025 we were also a party to a swap agreement with THE Alliance member Hapag-Lloyd, supporting ZIM loadings on THE Alliance and Hapag-Lloyd service on this trade. In February 2025 ZIM and Hapag-Lloyd AG have launched a new slot swap and slot purchase agreement on this trade. Our customers We believe that as one of the oldest cargo shipping companies in the world, our extensive experience, our consistent track record of stable operations and our reputation for reliability and efficiency enable us to retain our existing customers and attract new customers. In 2025, we had more than 30,500 customers (on a non-consolidated basis) using our services. Our customer base is well-diversified, and we do not depend upon any single customer for a material portion of our revenue. For the year ended December 31, 2025, no single customer represented more than 2% of our revenues. Additionally, our customers have maintained a high degree of retention and loyalty to our business. In 2025, we achieved record results for overall customer satisfaction, strong connection and customer loyalty on our Annual Customers Experience Survey, conducted by the international market research company Kantar, indicating overall positive and further improving customer experience. Nine of our 10 largest customers by revenue have been doing business with us for more than 10 years, and four of these customers have been doing business with us for more than 25 years. Five of our largest 10 customers by revenue in the fiscal year ended December 31, 2025, have been in the top 10 in each year since 2020. Our customers include blue chip companies as well as a growing customer base of small- and medium-sized enterprises. We intend to continue to strengthen our relationships with our key customers and to increase our direct sales to small- and medium-sized enterprises, or SMEs, which we define as customers that ship up to 200 TEUs annually. Under this definition, for the years ended December 31, 2025 and 2024, SMEs represented approximately 16% of our aggregate carried volume worldwide. We believe this large and growing segment of the cargo shipping market represents a significant growth opportunity for us within certain of the jurisdictions in which we operate, including China, India, South-East Asia, United States, Canada, Brazil and the Mediterranean, wherein we have a dedicated sales team for this growing segment. In addition, during recent years we have increased our global deployment of services and presence by both establishing new local agencies and strengthening our partnerships primarily in Southeast Asia, South America, Africa and Australia. Our customers are divided into direct customers (or, Beneficial Cargo Owners (BCOs), including exporters and importers, and “freight forwarders.” Exporters include a wide range of enterprises, from global manufacturers to small family-owned businesses that may ship just a few TEUs each year. Importers are usually the direct purchasers of goods from exporters, but may also comprise sales or distribution agents and may or may not receive the containerized goods at the final point of delivery. Freight forwarders are non-vessel operating common carriers that assemble cargo from customers for forwarding through a shipping company. We believe that a diverse mix of cargo from both BCOs and freight forwarders ensures optimal vessel utilization. BCOs generally have long-term commitments that facilitate planning for future volumes, which results in high entry barriers for competing carriers due to customer loyalty. Freight forwarders have short-term contracts at renegotiated rates. As a result, entry barriers are low for competing carriers for this customer base. Our relationships with large BCOs give us better visibility on future cargo shipping transport volumes while our relationships with large freight forwarders, which generate cargo in many locations worldwide, help us to optimize our trade flows. 56 During the last five years, BCOs have constituted approximately 27% of our customers in terms of TEUs carried, and the remainder of our customers were freight forwarders. Our contracts with our main customers are typically for a fixed term of one year on all trades. Our contracts with customers may be for a certain voyage or period of time and typically do not include exclusivity clauses in our favor. Our customer mix varies within each of the markets in which we operate, as we tailor our sales and marketing strategies to the unique conditions of each specific market. For the years ended December 31, 2025, 2024 and 2023, our five largest customers in the aggregate accounted for approximately 7%, 9%, and 7% of our freight revenues and related services, respectively, and 6% of our TEUs carried for each year. Global Sales Over the last 12 months, we employed 23 full-time sales professionals in our headquarters in Haifa, Israel, and approximately 860 sales personnel (whether employees or third party contractors) worldwide in our various agency locations (including in Israel). Our sales force is generally organized by customer or cargo type and supported by data-driven analytics to better understand our customers and better address their needs while maintaining desired profitability levels. We currently manage over 94% of our business on our unified information technology platform (CRM), which supports all our business processes. Operating on this unified platform enables our sales teams to quickly and consistently deliver solutions to our customers. To date, we nearly completed implementing our upgraded CRM system, which is now a more improved and advanced version that enables us to further enhance our service and provide our personal approach to our customers. We have transformed our sales processes in all key markets in which we operate, to working by our commercial excellence methodology, to ensure alignment between all the sales initiatives and take our global sales a step forward. Each customer is assigned to a member of our sales team to serve as a single point of contact for all the customer’s specific shipping needs. Our sales teams are motivated by the operational and commercial targets we set for each specific country. We believe that our global network of services and the local presence of our offices and agencies around the world enable us to develop direct customer relationships, maintain a positive buying experience and increase the number of repeat customers. Our internal marketing team complements our external sales efforts by providing training and support materials, such as marketing kits and question-and-answer documents and ensuring the consistency of our brand messaging in our direct marketing, publicity, digital media and social media channels. We have dedicated strategic accounts teams located in our headquarters in Haifa, supported by regional teams, working directly with our strategic accounts, such as international freight forwarders and end-users. Our sales team in our headquarters works directly with sales executives in either owned, partially owned or contracted local agencies which perform our primary sales and marketing functions and manage customer relationships on a day-to-day basis. We have an ability to provide proactive and differentiated services level to our strategic accounts in Asia and the U.S. Global Customer service As of December 31, 2025, we employed 35 full-time service professionals, of which 27 are located in our headquarters in Haifa and eight are located worldwide. The customer service head office functions along with four regional teams, leading and guiding our worldwide customer service teams, reaching over 1,600 customer service representative and managers, including a global outsourced back-office customer documentation center. In the last six years, we have been focusing on implementing a new unified holistic program called SmartCS, a unified organizational structure, working methodology and best practice processes, supported by an advanced IT infrastructure and tools for better managing our customers’ experience across our customer service units worldwide. SmartCS’ main building blocks are: a CRM system, a unified information technology platform providing a 360 degree view of all customer interactions; a knowledge management system, enabling a professional and quick resolution to all customer queries; soft skills trainings; a defined set of strict ‘best in class’ KPIs; and a variety of ongoing and periodic surveys to reflect actual customer feedback. 57 We have also been investing significantly in a digital transformation to use technology, including various AI tools, in order to transform the way we think, act, and perform, making it easier for our customers to do business with us. Main platforms and services introduced in the last five years include: a new company website, which was recently re-designed and is continuously being improved with new features, supports multiple languages, and includes enhanced schedules, sustainability parameters (CO2 emission and distance per route), advanced local charges tool, dynamic service maps, local news and updates and live chat, reaching approximately 490,000 unique visitors per month; myZIM Customer Personal Area, which provides our customers with a more efficient and convenient way to manage all of their shipments under one digital platform, including booking shipments online, receiving instant quotes, submitting shipment instructions, easily accessing documentation such as online draft bill of lading and print bill of lading and proactive personal notifications, reaching over 39,000 registered customers; conducting dedicated webinars by customer’s service teams to increase our customers’ awareness to ZIM’s digital tools, including myZIM, with a over 1,900 worldwide customers participating; upgrading and streamlining ZIM’s communication with customers, including developing and integrating dedicated WhatsApp and WeChat channels; Lead-to-Agreement, a system that manages all of our commercial agreements and streamlines communications between our geographic trade zones, sales force and customers; Dynamic Pricing, an analytical engine that defines the optimal pricing for spot transactions, assisting us in increasing profitability margins; Commercial Excellence, an advanced cloud based analytical tool that assists our geographic trade zones in focusing on more profitable customers in specific trades; “Hive”, a yield management platform which enables instant cargo selection and booking acceptance based on defined business rules, while providing geographic trade zones with live view and interactive control over forecasts, booking acceptances and equipment releases, maximizing the profitability of each voyage and improving response time to our customers; and ZIMapp, a complementary digital gateway service that allows easy access to myZIM, anywhere and anytime. In addition, approximately 23% of our original bills of ladings are electronic (based on blockchain technology), and as a member of the Digital Container Shipping Association (DCSA), we are committed to increasing the use of electronic bills of ladings to 50% by 2027 and 100% by 2030. All platforms & services are “Powered By Our Customers”, an innovative approach supported by a working methodology in which customers are taking an active part in designing our digital experience for customers by customers. For the years ended December 31, 2025, and 2024, approximately 94% of transactions with our customers were completed via our websites, our platforms and e-commerce platforms, which reduces the error rate and costs associated with correcting errors. Suppliers Vessel owners As of December 31, 2025, we chartered approximately 87.5% of our TEU capacity and 86.4% of the vessels in our fleet. Access to chartered-in vessels of varying capacities, as appropriate for each of the trades in which we operate, is necessary for the operation of our business. See “Item 3.D – Risk factors – We charter-in most of our fleet, which makes us more sensitive to fluctuations in the charter market, and as a result of our dependency on the vessel charter market, therefore some of the costs associated with our future chartering of vessels are unpredictable.” Although we currently believe our current vessel capacity is adequate compared to existing market conditions, we may face a possible shortage of vessel for hire in the future. See “Item 3.D – Risk factors – We may face difficulties in chartering or owning enough vessels, including large vessels, to support our growth strategy due to the possible shortage of vessel supply in the market.” Port operators We have Terminal Services Agreements (TSAs) with terminal operators and contractual arrangements with other relevant vendors to conduct cargo operations in the various ports and terminals that we use around the world. Access to terminal facilities in each port is necessary for the operation of our business. Such access is especially critical for express or expedited services (such as our ZEX and ZX2 services), where the speed of service and avoiding bottlenecks are key factors for our customers. Although we believe we have been able to contract for sufficient capacity at appropriate terminal facilities in the past five years, possible increase in demand, congestion in ports and terminals and other geopolitical and macroeconomic events may increase our costs and dependency on berthing windows in terminals. See “Item 3.D – Risk factors – Access to ports could be limited or unavailable, including due to congestion in terminals and inland supply chains, and we may incur additional costs as a result thereof.” Bunker and LNG suppliers We have contractual agreements to purchase approximately 85% of our annual bunker estimated requirements with suppliers at various ports around the world. We have been able to secure sufficient bunker supply under contract or on a spot basis. For our strategic agreement with Shell and risks relating to the supply of LNG see “Item 3.D – Risk factors – Rising energy and bunker prices (including LNG) may have an adverse effect on our results of operations.” 58 Land transportation providers We have services agreements with third-party land transportation providers, including providers of rail, truck and river barge transport. We are a party to a rail services agreement with some of the Class-1 service providers to main inland locations in USA and Canada. Information and communication systems The ability to process information accurately and quickly is fundamental to our position in the cargo shipping industry, which is characterized by constant movement of millions of individual items across a global network of sea and inland routes. Our information and communication systems are key operational and management assets which support many of our units, including shipping agencies, individual lines and various head office departments. With two primary data centers in Europe (each data center can back up the other one), our information and communication systems enable us to monitor our vessels and containers, coordinate shipping schedules, manage the loading of containers onto vessels and plan transportation schedules. We also rely on our information and communication systems to support back-office activities, such as processing cargo bookings, generating bills of lading and cargo manifests, expediting customs clearance, and facilitating equipment control and the planning and management of inter-modal transportation, as well as financial and human resources activities. See Item 3.D. “Risk factors – We face risks relating to our information technology and communication system.” In addition, as our reliance on our information and communication systems grow and as we rely more on remote connectivity of our employees due to our hybrid work model and our global spreading, we face heightened cyber security threats. We have invested our efforts in mitigating our cyber security risks. See Item 3.D “Risk factors – We face cyber-security risks”. Unified platform. Our proprietary information technology platform AgenTeam, as well as Iqship for local agencies, supports our business processes throughout the supply chain. AgenTeam or Iqship have been installed for 89 countries, and we currently manage more than 99% of our business on these platforms. Business intelligence. Additionally, we use our platform to respond quickly to changes in demand in each of our shipping lines by providing information to our shipping agencies and area managers relating to the value, volume and mix of cargo on a particular voyage or vessel. Accurate and timely information on the value, volume and mix of cargo also helps us to analyze the efficiency of our fleet deployment, capacity utilization, demand and supply in different services and shipping lines, based on which we refine the positioning of vessels and containers to reduce imbalances between outgoing voyages from a point of origin and return voyages. See “Our Customers – Global Customer service.” Data analysis. Moreover, we have a dedicated team of 30 business intelligence, artificial intelligence analysts and data scientists who monitor and analyze an average of seven terabytes of data per month relating to our key performance indicators, which helps, among others, our sales force target more profitable customers. We also analyze operating expenses by calculating the standard cost of each activity that affects our operating expenses either directly or indirectly and monitoring items such as fuel consumption, vessel charter hire rates, expenses incidental to cargo handling and port expenses for each vessel or voyage. This, in turn, enables us to identify opportunities to implement efficiency measures and improve margins using up-to-date operational data, including monthly financial results and expenses incurred for each voyage, routes, mileage information and other key performance indicators. Furthermore, by using the data analysis, we are also able to build forecasting models to improve our planning. Customer support. Further, through our website, we enable our customers to monitor the movement of their cargo on our vessels from the cargo’s point of origin through various ports and inter-modal transportation to its final destination. As part of enhancing the customer experience, customer can also easily subscribe to proactive cargo-tracing notification and get the latest container event once it is occurred. This service provides a complementary service to the track a shipment functionality. In addition, we offer customers automated data interchange for shipment information and invoicing, while also offering customers information relating to schedules, pricing, lines of service and other data to allow them to plan and book transactions directly with us. In addition, our information and communication systems allow us to prepare and transmit bills of lading more efficiently and enables shipping agencies to respond to individual customer needs quickly. We believe that by supporting our customers’ supply chain management, our information and communication systems can strengthen our customer service capabilities. 59 Sustainability and Focus on ESG Through our core value of sustainability, and in accordance with our Code of Ethics, we aim to uphold and advance a set of principles regarding environmental, social and governance concerns, and with our supplier code of conduct we aim to withhold a strong, secure and responsible supply chain. Our goal is to work resolutely to eliminate corruption risks, promote fair employment and diversity among our teams and continuously reduce the environmental impact of our operations, both at sea and onshore. We have elected to enter into long-term charter transactions of LNG dual-fuel vessels to reduce pollutant emissions as a result of bunker consumption, and five of these vessels are also partly ready to be powered by ammonia in the event it will become a feasible “cleaner” fuel. As of December 31, 2025, we are members of the Move to -15°C Coalition, a coalition of industry participants intended to unite the industry in cutting GHG emissions ahead of the 2050 net zero goal while helping cold chain operators reduce costs through energy savings. In addition to actively working to reduce accidents and security risks in our operations, we also endeavour to eliminate corruption risks as a member of the Maritime AntiCorruption Network (“MACN”), with a vision of a maritime industry that enables fair trade. We invest efforts in preparing for future regulations and broadly map our environmental risks. We actively promote the preservation and protection of the marine environment and biodiversity. We also foster quality throughout the service chain, by selectively working with qualified partners to advance our business interests. Finally, we promote diversity among our teams, with a focus on developing high-quality training courses for all employees and an emphasis on creating an inclusive environment for all employees to succeed. Furthermore, we have published annual sustainability (ESG) reports since 2018, focusing, among others, on our environmental efforts and initiatives, best governance practices and diversity. As we continue to grow, sustainability remains a core value. We expect ESG regulation will intensify in the future. Competition We compete with a large number of global, regional and niche shipping companies to provide transport services to customers worldwide. In each of our key trades, we compete primarily with global shipping companies. The market is significantly concentrated with the top three carriers —MSC, Maersk and CMA-CGM — accounting for approximately 48% of global capacity, and the remaining carriers together contributing 52% of global capacity as of December 2025, according to Alphaliner. As of December 2025, we controlled approximately 2.1% of the global cargo shipping capacity and ranked 10th among shipping carriers globally in terms of TEU operated capacity, according to Alphaliner. See “Item 3.D – Risk factors – The container shipping industry is highly competitive, and competition may intensify even further, which could negatively affect our market position and financial performance.” In addition to the large global carriers, regional carriers generally focus on a number of smaller routes within a regional market and typically offer services to a wider range of ports within a particular market as compared to global carriers. Niche carriers are similar to regional carriers but tend to be even smaller in terms of capacity and the number and size of the markets in which they operate. Niche carriers often provide an intra-regional service, focusing on ports and services that are not served by global carriers. We believe that the cargo shipping industry is characterized by the significant time and capital required to develop the operating expertise and professional reputation necessary to obtain and retain customers. We believe that our development of a large fleet with varying TEU capacities has enhanced our relationship with our principal customers by enabling them to serve the East-West, North-South and Intra-regional shipping lines efficiently, while enabling us to operate in the different rate environments prevailing for those routes. We also believe that our focus on customer service and reliability enhances our relationships with our customers and improves customer loyalty. Additionally, we believe that our global deployment of services and presence through local agencies, both in our key trades and in our niche trades, is a competitive advantage. In addition, we operate transshipment hubs in trades, allowing us access to those zones while providing rapid and competitive services. 60 Seasonality For a discussion of the impact of seasonality on our business, see “Item 5 – Operating and Financial Review and Prospects – Factors affecting comparability of financial position and results of operations – Seasonality.” Risk of loss and liability insurance General The operation of any vessel includes risks such as mechanical failure, collision, property loss or damage, cargo loss or damage and business interruption due to a number of reasons, including political circumstances in foreign countries, hostilities and labor strikes. In addition, there is always an inherent possibility of marine disaster, including oil spills and other environmental mishaps, as well as other liabilities arising from owning and operating vessels in international trade. The U.S. Oil Pollution Act of 1990, or OPA 90, which imposes under certain circumstances, unlimited liability upon owners, operators and demise charterers of vessels trading in the United States exclusive economic zone for certain oil pollution accidents in the United States, has made liability insurance more expensive for shipowners and operators trading in the U.S. market. We maintain hull and machinery and war risks insurance for our fleet to cover normal risks in our operations and in amounts that we believe to be prudent to cover such risks. In addition, we maintain protection and indemnity insurance up to the maximum insurable limit available at any given time. While we believe that our insurance coverage will be adequate, not all risks can be insured, and there can be no guarantee that we will always be able to obtain adequate insurance coverage at reasonable rates or at all, or that any specific claim we may make under our insurance coverage will be paid. Protection and indemnity insurance Protection and indemnity insurance is usually provided by protection and indemnity, or P&I, clubs, and covers third-party liability, crew liability and other related expenses resulting from the injury or death of crew, passengers and other third parties, the loss or damage to cargo, third-party claims arising from collisions with other vessels (to the extent not recovered by the hull and machinery policies), damage to other third-party property, pollution arising from oil or other substances and salvage, towing and other related costs, including wreck removal. The respective owners of the vessels that we charter-in maintain insurance on those vessels, and we maintain charter liability insurance with a limit of $750 million per incident, as the charterer’s activity typically consists of a much lower exposure than that of the owner. We also hold an excess policy provided by Lloyd’s underwriters of up to $100 million in excess of $750 million per incident for our chartered-in vessels. Our protection and indemnity insurance is provided by several P&I clubs that are members of the International Group of P&I Clubs (International Group). The 13 P&I clubs that comprise the International Group insure approximately 90% of the world’s commercial blue-water tonnage and have entered into a pooling agreement to reinsure each association’s liabilities. Insurance provided by a P&I club is a form of mutual indemnity insurance. Our maximum theoretical P&I insurance coverage for our own operated vessels is approximately $7 billion per vessel per incident, subject to a limit of $1 billion per vessel per incident for oil pollution, an aggregate limit of $2 billion per vessel per incident for passengers only and $3 billion per vessel per incident for passengers and seamen combined. War liabilities are covered in excess of the “insured value” of the specific vessel. As a member of a P&I club, which is a member of the International Group, we will be subject to calls payable to the P&I club based on the International Group’s claim records as well as the claim records of all other members of the P&I club of which we are a member. Regulatory Matters Inspections, permits and authorizations A variety of governmental and private entities subject our vessels to both scheduled and unscheduled inspections. These entities include the local port authorities’ Port State Control (such as the U.S. Coast Guard, harbor master or equivalent), classification societies, flag state administration (country of registry), particularly terminal operators. Certain of these entities require us to obtain certain permits, licenses, financial assurances and certificates with respect to our vessels. The kinds of permits, licenses, financial assurances and certificates required depend upon several factors, including the cargo transported, the waters in which the vessel operates, the nationality of the vessel’s crew and the type and age of the vessel. 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 in one or more ports. We believe we have obtained all permits, licenses, financial assurances and certificates currently required to operate our vessels. 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. 61 Environmental and other regulations in the shipping industry Government regulations and laws significantly affect the ownership and operation of our vessels. We are subject to international conventions and treaties, national, state and local laws and national and international regulations in force in the jurisdictions in which our vessels operate or are registered relating to the protection of the environment. Such requirements are subject to ongoing developments and amendments and relate to, among other things, the storage, handling, emission, transportation and discharge of hazardous and non-hazardous substances, such as sulfur oxides, nitrogen oxides and the use of low-sulfur fuel or shore power voltage, and the remediation of contamination and liability for damages to natural resources. These laws and regulations include the Oil Polution Act of 1990 (OPA 90), Comprehensive Environmental Response, Compensation and Liabilty Act (CERCLA) , the Clean Water Act (CWA), the U.S. Clean Air Act of 1970 (including its amendments of 1977 and 1990) (CAA), and regulations adopted by the International Maritime Organization (IMO), including the International Convention for Prevention of Pollution from Ships (MARPOL), and the International Convention for Safety of Life at Sea (the SOLAS Convention), as well as regulations enacted by the European Union and other international, national and local regulatory bodies. Compliance with such requirements, where applicable, entails significant expense, including vessel modifications and implementation of certain operating procedures. If such costs are not covered by our insurance policies or if we cannot recover them from our customers, we could be exposed to high costs in respect of environmental liability damages, administrative and civil penalties, criminal charges or sanctions, and could suffer substantive harm to our operations and goodwill to the extent that environmental damages are caused by our operations. We instruct the crews of our vessels on environmental requirements and we operate in accordance with procedures that are intended to ensure compliance with such requirements. We also insure our activities, where effective for us to do so, in order to hedge our environmental risks. 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 for all vessels and may accelerate designating older vessels for sale throughout the cargo shipping industry. Increasing environmental concerns have created a demand for vessels that conform to the strictest environmental standards (such as LNG fueled vessels). We are required to maintain operating standards for all of our vessels that emphasize operational safety, quality maintenance, continuous training of our officers and crews and compliance with U.S. and international regulations. For example, we are certified in accordance with ISO 14001-2015 (relating to environmental standards). We believe that the operation of our vessels is in substantial compliance with applicable environmental requirements and that our vessels have all material permits, licenses, certificates and other authorizations necessary for the conduct of our operations. However, because such requirements frequently change and may become increasingly more stringent, we cannot predict our ability to comply and the ultimate cost of complying with these requirements, or the impact of these requirements on the useful lives or resale value of our vessels. In addition, a future serious marine incident that causes significant adverse environmental impact could result in additional legislation or regulation that could negatively affect our profitability. Finally, we are subject, in connection with our international activities, to laws, directives, decisions and orders in various countries around the world that prohibit or restrict trade with certain countries, individuals and entities. International Maritime Organization Our operated vessels are subject to standards imposed by the IMO, the United Nations agency for maritime safety and the prevention of pollution by vessels. The IMO has adopted regulations that are designed to reduce pollution in international waters, both from accidents and from routine operations, and has negotiated international conventions that impose liability for oil pollution in international waters and a signatory’s territorial waters. For example, the IMO has adopted MARPOL, the SOLAS Convention, and the International Convention on Load Lines of 1966 (the LL Convention). MARPOL establishes numerous environmental standards including those relating to oil leakage or spilling, garbage management, sewage, air emissions, handling and disposal of noxious liquids and the handling of harmful substances in packaged forms. MARPOL is applicable to drybulk, tanker and LNG carriers, among other vessels, and is broken into six Annexes, each of which regulates a different source of pollution. Annex I relates to oil leakage or spilling; Annexes II and III relate to harmful substances carried in bulk in liquid or in packaged form, respectively; Annexes IV and V relate to sewage and garbage management, respectively; and Annex VI, lastly, relates to air emissions. Annex VI was introduced by the IMO in 1997 and new emissions standards, titled IMO-2020, and took effect on January 1, 2020. Annex VI was amended effective as of November 1, 2022 and requires vessels to improve their energy efficiency and GHG emissions. 62 In 2012, the IMO’s Marine Environmental Protection Committee (MEPC), adopted a resolution amending the International Code for the Construction and Equipment of Ships Carrying Dangerous Chemicals in Bulk (IBC Code). The provisions of the IBC Code are mandatory under MARPOL and the SOLAS Convention. These amendments, which entered into force in June 2014, pertain to revised international certificates of fitness for the carriage of dangerous chemicals in bulk and identifying new products that fall under the IBC Code. In 2013, the MEPC adopted a resolution amending MARPOL Annex I Conditional Assessment Scheme (CAS). These amendments became effective on October 1, 2014, and require compliance with the 2011 International Code of Enhanced Programme of Inspections during Surveys of Bulk Carriers and Oil Tankers, which provides for enhanced inspection programs. We may need to make certain financial expenditures to continue to comply with these amendments. We believe that our vessels are currently in compliance in all material respects with these requirements. Air Emissions On October 27, 2016, the MEPC agreed to implement the IMO 2020 Regulations, including a global 0.5% m/m sulfur oxide emissions limit (reduced from 3.5%) starting January 1, 2020. This limitation can be met by using low-sulfur compliant fuel oil, alternative fuels, or certain exhaust gas cleaning systems. Ships are now required to obtain bunker delivery notes and International Air Pollution Prevention (IAPP) Certificates from their flag states that specify sulfur content. Additionally, amendments to Annex VI to prohibit the carriage of bunkers above 0.5% sulfur on ships were adopted and took effect March 1, 2020, with the exception of vessels fitted with scrubbers which can carry fuel of higher sulfur content. These regulations subject ocean-going vessels to stringent emissions controls, and may cause us to incur substantial costs, in particular those related to the purchase of compliant fuel oil. Annex VI also provides for the establishment of special areas known as Emission Control Areas, or ECAs, where more stringent controls on sulfur and nitrogen emissions apply. Since January 1, 2015, ships operating within an ECA have not been permitted to use fuel with sulfur content in excess of 0.1% m/m. Currently, the IMO has designated four ECAs, including specified portions of the Baltic Sea area, North Sea area, North American area, United States Caribbean area and the Mediterranean (including Israel). These and similar requirements, including new ECAs that may be approved in the future by the IMO or other new or more stringent air emission requirements adopted by the IMO or in the jurisdictions where we operate, could entail significant additional capital expenditures, operational changes or otherwise increase the costs of our operations, which could be material. As determined at the MEPC 70, the new Regulation 22A of MARPOL Annex VI became effective as of March 1, 2018 and requires ships above 5,000 gross tonnage to collect and report annual data on fuel oil consumption to an IMO database, with the first year of data collection commenced on January 1, 2019. The IMO intends to use such data as the first step in its roadmap (through 2023) for developing its strategy to reduce GHG emissions from ships, as discussed further below. As of January 1, 2013, MARPOL made mandatory certain measures relating to energy efficiency for ships. All ships are now required to develop and implement Ship Energy Efficiency Management Plans (SEEMPS), and new ships must be designed in compliance with minimum energy efficiency levels per capacity mile as defined by the Energy Efficiency Design Index (EEDI). Under these measures, by 2025, all new ships built will be required to be 30% more energy efficient than those built in 2014. In addition, in June 2021, the IMO adopted extensive new CO2 regulation applicable to existing ships, which became mandatory on January 1, 2023, and that comprises the following: (i) The Energy Efficiency Existing Ship Index (EEXI), which addresses the technical efficiency of ships, will enter into effect following the first annual, intermediate or renewal of Initial Air Pollution Prevention (IAPP) vessel survey after January 1, 2023, (ii) the Carbon Intensity Indicator (CII) rating scheme, also effective as of January 1, 2023, which addresses the operational efficiency of the vessel and imposes operational constraints on vessels with lower carbon‑efficiency ratings (especially on older-built ships) by directing an annual reduction in allowable carbon intensity of approximately 2% per year through 2026, with further tightening operational constrains, and (iii) the enhanced Ship Energy Efficiency Management Plan (SEEMP), which will require vessel operators to keep an energy efficiency management plan onboard. We may incur costs to comply with this proposed regulation and other revised standards. Additional or new conventions and international, national or local laws and regulations may be adopted that could require the installation of expensive emission control systems and could adversely affect our business, results of operations, cash flows and financial conditions. 63 Safety management system requirements The SOLAS Convention was amended to address the safe manning of vessels and emergency training drills. The Convention of Limitation of Liability for Maritime Claims (the LLMC) sets limitations of liability for a loss of life or personal injury claim or a property claim against ship owners. Additionally, the operation of our vessels is based on the requirements set forth in the ISM Code. The ISM Code requires vessel managers to develop and maintain an extensive Safety Management System, or SMS, that includes the adoption of a safety and environmental protection policy, sets forth instructions and procedures for safe vessel operation and describes procedures for dealing with emergencies. The ISM Code requires that vessel operators obtain a Safety Management Certificate for each vessel they operate from the government of the vessel’s flag state. The certificate verifies that the vessel operates in compliance with its approved SMS. No vessel can obtain a certificate unless the flag state has issued a document of compliance with the ISM Code to the vessel’s manager. Failure to comply with the ISM Code may lead to withdrawal of the permit to manage or operate the vessels, subject such party to increased liability, decrease or suspend available insurance coverage for the affected vessels and result in a denial of access to, or detention in, certain ports. Each of our vessels are ISM Code-certified. Ballast water discharge requirements In 2004, the IMO adopted the International Convention for the Control and Management of Ships’ Ballast Water and Sediments (the BWM Convention). The BWM Convention entered into force on September 8, 2017. The BWM Convention requires ships to manage their ballast water to remove, render harmless, or avoid the uptake or discharge of new or invasive aquatic organisms and pathogens within ballast water and sediments. As of the entry into force date, all ships in international traffic are required to manage their ballast water and sediments to a certain standard according to a ship-specific ballast water management plan, maintain a record book of the ship’s discharge, intake and treatment of ballast water and (for ships over 400 gross tons) be issued a certificate by or on behalf of the flag state certifying that the ship carries out ballast water management in accordance with the BWM Convention. The MEPC adopted two ballast water management standards. The “D-1 standard” requires the exchange of ballast water in open seas and away from coastal waters. The “D-2 standard” specifies the maximum amount of viable organisms allowed to be discharged. The D-1 standard generally applies to all existing ships. The D-2 standard applies to all new ships, and for existing ships, becomes effective upon the ship’s first IOPP renewal survey on or after September 8, 2019, but no later than September 9, 2024. For most existing ships, compliance with the D-2 standard will involve installing on-board systems to treat ballast water and eliminate unwanted organisms. Ballast water management systems, which include systems that make use of chemical, biocides, organisms or biological mechanisms, or which alter the chemical or physical characteristics of the ballast water, must be approved in accordance with IMO Guidelines (Regulation D-3). As of October 13, 2019, MEPC 72’s amendments to the BWM Convention took effect, making the Code for Approval of Ballast Water Management Systems, which governs assessment of ballast water management systems, mandatory rather than permissive, and formalized an implementation schedule for the D-2 standard. Costs of compliance with these regulations may be substantial. Many countries already regulate the discharge of ballast water carried by vessels from country to country to prevent the introduction of invasive and harmful species via such discharges. The U.S., for example, requires vessels entering its waters from another country to conduct mid-ocean ballast exchange, or undertake some alternate measure, and to comply with certain reporting requirements. The system specification requirements for trading in the U.S. have been formalized and we have been installing ballast water treatment systems on our vessels as their special survey deadlines come due. Safe Recycling of Ships The Hong Kong International Convention for the Safe and Environmentally Sound Recycling of Ships (“HKC”) entered into force on June 26, 2025. The HKC establishes a global and legally binding framework governing the design, construction, operation and end-of-life recycling of ships, with strict obligations regarding hazardous materials management, recycling practices and certification requirements. The convention applies to all ships over 500 gross tons, even if their country flag did not ratify the HKC, so long as the vessel entered a port in a country that had ratified the HKC. These vessels must maintain a valid Inventory of Hazardous Materials (IHM) that identifies all hazardous materials on board, such as asbestos, PCB’s and ozone-depleting substances, their location and approximate quantities. The HKC also requires new vessels to have an International Certificate on IHM (ICIHM) upon delivery to owner and that existing vessels to obtain ICIHM no later than June 26, 2030, or earlier, if sent to recycling. A retiring vessel may be sent only to HKC-authorised recycling facilities after preparing a Ship Recycling Plan (SRP) in cooperation with the selected facility. Failure of our vessels to comply with the HKC may lead to Port State Control detentions or other restrictions on terminal access. Improper recycling of our vessels or other IHM inaccuracies may lead to financial and regulatory liabilities. 64 Pollution control and liability requirements The IMO adopted the International Convention on Civil Liability for Oil Pollution Damage of 1969, as amended by different Protocols in 1976, 1984 and 1992, and amended in 2000 (the CLC). Under the CLC and depending on whether the country in which the damage results is a party to the 1992 Protocol to the CLC, a vessel’s registered owner may be strictly liable for pollution damage caused in the territorial waters of a contracting state by discharge of persistent oil, subject to certain exceptions. The 1992 Protocol changed certain limits on liability expressed using the International Monetary Fund currency unit, the Special Drawing Rights. The limits on liability have since been amended so that the compensation limits on liability were raised. The right to limit liability is forfeited under the CLC where the spill is caused by the shipowner’s actual fault and under the 1992 Protocol where the spill is caused by the shipowner’s intentional or reckless act or omission where the shipowner knew pollution damage would probably result. The CLC requires ships over 2,000 tons covered by it to maintain insurance covering the liability of the owner in a sum equivalent to an owner’s liability for a single incident. We have protection and indemnity insurance for environmental incidents. The IMO International Convention on Liability and Compensation for Damage in Connection with the Carriage of Hazardous and Noxious Substances by Sea, when it enters into force, will provide for compensation to be paid to victims of accidents involving hazardous and noxious substances, or HNS. HNS are defined by reference to lists of substances included in various IMO conventions and codes and include oils, other liquid substances defined as noxious or dangerous, liquefied gases, liquid substances with a flashpoint not exceeding 60°C, dangerous, hazardous and harmful materials and substances carried in packaged form, solid bulk materials defined as possessing chemical hazards, and certain residues left by the previous carriage of HNS. This convention will introduce strict liability for the shipowner and a system of compulsory insurance and insurance certificates. This convention is still awaiting the requisite number of signatories in order to enter into force. The IMO has adopted the International Convention on Civil Liability for Bunker Oil Pollution Damage, or the Bunker Convention, to impose strict liability on vessel owners (including the registered owner, bareboat charterer, manager or operator) for pollution damage in jurisdictional waters of ratifying states caused by discharges of bunker fuel. The Bunker Convention requires registered owners of vessels over 1,000 gross tons to maintain insurance for pollution damage in an amount equal to the limits of liability under the applicable national or international limitation regime (but not exceeding the amount calculated in accordance with the LLMC). With respect to non-ratifying states, liability for spills or releases of petroleum carried as fuel in ship’s bunkers typically is determined by the national or other domestic laws in the jurisdiction in which the events or damages occur. Vessels are required to maintain a certificate attesting that they maintain adequate insurance to cover an incident. P&I Clubs in the International Group issue the required Bunker Convention’s “Blue Cards” to enable signatory states to issue certificates. All of our vessels are in possession of a CLC State issued certificate attesting that the required insurance coverage is in force in accordance with the Bunker Convention. In jurisdictions such as the U.S., where the CLC or Bunker Convention has not been adopted, various legislative schemes or common law govern, and liability is imposed either on the basis of fault or strict liability. United States requirements OPA 90 established an extensive regulatory and liability regime for the protection of the environment from oil spills and cleanup of oil spills. OPA 90 applies to discharges of any oil from a vessel, including discharges of fuel and lubricants. OPA 90 affects all owners and operators whose vessels trade or operate within in the U.S., its territories and possessions or whose vessels operate in U.S. waters, which include the U.S.’s territorial sea and its 200 nautical mile exclusive economic zone. While we do not carry oil as cargo, we do carry bunker fuel in our vessels, making them subject to the requirements of OPA 90. The U.S. has also enacted CERCLA, which applies to the discharge of hazardous substances other than oil, except in limited circumstances, whether on land or at sea. OPA and CERCLA both define “owner and operator” in the case of a vessel as any person owning, operating or chartering by demise, the vessel. Both OPA and CERCLA impact our operations. 65 Under OPA 90, vessel owners, operators and bareboat charterers are “responsible parties” and are jointly, severally and strictly liable (unless the discharge of pollutants results solely from the act or omission of a third party, an act of God or an act of war) for all containment and clean-up costs and other damages arising from discharges or threatened discharges, of pollutants from their vessels, including bunkers. OPA 90 defines these other damages broadly to include: • injury to, destruction or loss of, or loss of use of, natural resources and related assessment costs; • injury to, or economic losses resulting from, the destruction of real and personal property; • loss of subsistence use of natural resources that are injured, destroyed or lost; • net loss of taxes, royalties, rents, fees and or net profit revenues resulting from injury, destruction or loss of real or personal property, or natural resources; • lost profits or impairment of earning capacity due to injury, destruction or loss of real or personal property or natural resources; and • net cost of increased or additional public services necessitated by removal activities following a discharge of pollutants, such as protection from fire, safety or health hazards, and loss of subsistence use of natural resources. U.S. Coast Guard regulations limit OPA 90 liability. Effective March 23, 2023, the U.S. Coast Guard adjusted the limits of OPA liability for a tank vessel, other than a single-hull tank vessel, over 3,000 gross tons liability to the greater of $2,500 per gross ton or $21,521,000 (subject to periodic adjustment for inflation).These limits of liability do not apply if an incident was proximately caused by the violation of an applicable U.S. federal safety, construction or operating regulation by a responsible party (or its agent, employee or a person acting pursuant to a contractual relationship), or a responsible party’s gross negligence or willful misconduct. The limitation on liability similarly does not apply if the responsible party fails or refuses to (i) report the incident as required by law where the responsible party knows or has reason to know of the incident; (ii) reasonably cooperate and assist as requested in connection with oil removal activities; or (iii) without sufficient cause, comply with an order issued under the Federal Water Pollution Act (Section 311 (c), (e)) or the Intervention on the High Seas Act. CERCLA applies to spills or releases of hazardous substances other than petroleum or petroleum products whether on land or at sea. CERCLA contains a similar liability regime to OPA and imposes joint and several liability, without regard to fault, on the owner or operator of a vessel, vehicle or facility from which there has been a release, along with other specified parties. Costs recoverable under CERCLA include cleanup, removal and remediation, as well as damages to injury to, or destruction or loss of, natural resources, including the reasonable costs associated with assessing the same, health assessments or health effects studies and governmental oversight costs. Liability under CERCLA is limited to the greater of $300 per gross ton or $5.0 million for vessels, other than incineration vessels, carrying any hazardous substances, such as cargo or residue, or the greater of $300 per gross ton or $0.5 million for any other vessel, other than an incineration vessel, per release of or incident involving hazardous substances. These limits of liability do not apply (rendering the responsible person liable for the total cost of response and damages) if the release or threat of release of a hazardous substance resulted is caused by gross negligence, willful misconduct or a violation of certain regulations, in which case liability is unlimited. OPA 90 and CERCLA each preserves the right to recover damages under other existing laws, including maritime tort law. OPA 90 also contains statutory caps on liability and damages, which do not apply to direct clean-up costs. All owners and operators of vessels over 300 gross tons are required to establish and maintain with the U.S. Coast Guard evidence of financial responsibility sufficient to meet their potential liabilities under OPA 90 and CERCLA. Under the U.S. Coast Guard regulations, vessel owners and operators may evidence their financial responsibility by providing proof of insurance, surety bond, guarantee, letter of credit or self-insurance. 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. Under the self-insurance provisions, the vessel owner or operator must have a net worth and working capital that exceeds the applicable amount of financial responsibility, measured in assets located in the United States against liabilities located anywhere in the world. We have received certificates of financial responsibility from the U.S. Coast Guard for each of the vessels in our fleet that calls U.S. waters. OPA 90 specifically permits individual states to impose their own liability regimes with regard to oil pollution incidents occurring within their boundaries, provided they accept, at a minimum, the levels of liability established under OPA, and some states have enacted legislation providing for unlimited liability for oil spills. Many U.S. states that border a navigable waterway have enacted environmental pollution laws that impose strict liability on a person for removal costs and damages resulting from a discharge of oil or a release of a hazardous substance. These laws may be more stringent than U.S. federal law. In some cases, states which have enacted such legislation have not yet issued implementing regulations defining vessels owners’ responsibilities under these laws. 66 For each of our vessels, we maintain oil pollution liability coverage insurance in the amount of $1 billion per vessel per incident. In addition, we carry hull and machinery and P&I insurance to cover the various risks of fire and explosion. Although our vessels only carry bunker fuel, a spill of oil from one of our vessels could be catastrophic under certain circumstances. Losses as a result of fire or explosion could also be catastrophic under some conditions. While we believe that our present insurance coverage is adequate, not all risks can be insured, and if the damages from a catastrophic spill exceeded our insurance coverage, the payment of those damages could have an adverse effect on our business or the results of our operations. For additional information about our insurance policies, see “Risk of loss and liability insurance.” Title VII of the Coast Guard and Maritime Transportation Act of 2004, or CGMTA, amended OPA 90 to require the owner or operator of any non-tank vessel of 400 gross tons or more that carries oil of any kind as a fuel for main propulsion, including bunker fuel, to prepare and submit a response plan for each vessel. These vessel response plans include detailed information on actions to be taken by vessel personnel to prevent or mitigate any discharge or substantial threat of such a discharge of oil from the vessel due to operational activities or casualties. Each of the vessels in our fleet that calls U.S. waters has an approved response plan. Other United States environmental initiatives The CWA prohibits the discharge of oil, hazardous substances and ballast water in U.S. navigable waters, unless authorized by a duly-issued permit or exemption, and imposes strict liability in the form of penalties for any unauthorized discharges. The CWA 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. The U.S. Environmental Protection Agency, or EPA, regulates the discharge of ballast water and other substances under the CWA. EPA regulations require vessels 79 feet in length or longer (other than commercial fishing vessels) to obtain coverage under a Vessel General Permit, or VGP, authorizing discharges of ballast waters and other wastewaters incidental to the operation of vessels when operating within the three-mile territorial waters or inland waters of the United States. The VGP requires vessel owners and operators to comply with a range of best management practices and reporting and other requirements for a number of incidental discharge types. The EPA regulates these discharges pursuant to VIDA, which was signed into law on December 4, 2018 and is intended to replace the 2013 VGP program (which authorizes discharges incidental to operations of commercial vessels and contains numeric ballast water discharge limits for most vessels to reduce the risk of invasive species in U.S. waters, stringent requirements for exhaust gas scrubbers, and requirements for the use of environmentally acceptable lubricants) and current Coast Guard ballast water management regulations adopted under NISA, such as mid-ocean ballast exchange programs and installation of approved U.S. Coast Guard technology for all vessels equipped with ballast water tanks bound for U.S. ports or entering U.S. waters. VIDA establishes a new framework for the regulation of vessel incidental discharges under the CWA, requires the EPA to develop performance standards for those discharges within two years of enactment, and requires the U.S. Coast Guard to develop implementation, compliance, and enforcement regulations within two years of EPA’s promulgation of standards. In October 2024, the EPA published the final standards of performance under VIDA. Pursuant to VIDA, these standards will become effective upon the U.S. Coast Guard’s issuance of corresponding implementation, compliance and enforcement regulations. Under VIDA, all provisions of the 2013 VGP and U.S. Coast Guard regulations regarding ballast water treatment remain in force and effect until the EPA and U.S. Coast Guard regulations are finalized. We have obtained coverage under the current version of the VGP for all of our vessels that call U.S. waters. We do not believe that any material costs associated with meeting the requirements under the VGP will be material. Furthermore, the California Air Resources Board (CARB) updated regulations requiring certain vessels to control pollution when they run auxiliary engines and auxiliary boilers while at berth in California ports. We anticipate this regulation will be costly, and we may be subjected to heavy fines if we fail to meet these requirements. Since 2015, the EPA and the U.S. Army Corp of Engineers have pursued multiple rulemakings under different administrations regarding the scope of the definition of “waters of the United States” (WOTUS), thereby establishing the scope of federal jurisdiction under the CWA. In January 2023, the U.S. EPA issued a final rule redefining WOTUS that became effective March 1, 2023. The new WOTUS rule would have expanded the definition of what waters would be considered to be a WOTUS. However, in May 2023, the U.S. Supreme Court issued a decision in Sackett v. EPA that significantly narrowed the definition of WOTUS, specifically as that definition relates to wetlands under the Clean Water Act. On August 29, 2023, the U.S. EPA re-issued its WOTUS rule, revised in accordance with the Sackett decision, as a final rule with no public notice and comment. As a result of ongoing litigation, the current implementation of the definition of WOTUS varies by state. The EPA has adopted standards under the CAA that pertain to emissions of volatile organic compounds and other air contaminants. Our vessels are subject to vapor control and recovery requirements for certain cargoes when loading, unloading, ballasting, cleaning and conducting other operations in regulated port areas. The CAA also requires states to draft State Implementation Plans, or SIPs, designed to attain national health-based air quality standards in each state. Although state-specific, SIPs may include regulations concerning emissions resulting from vessel loading and unloading operations by requiring the installation of vapor control equipment. If new or more stringent regulations relating to emissions from marine diesel engines or port operations by ocean-going vessels are adopted by the EPA or states, these requirements could require significant capital expenditures or otherwise increase the costs of our operations. 67 European Union requirements The European Union has also adopted legislation that (1) requires member states to refuse access to their ports to certain sub-standard vessels, according to vessel type, flag and number of previous detentions, (2) obliges member states to inspect at least 25% of foreign vessels using their ports annually and provides for increased surveillance of vessels posing a high risk to maritime safety or the marine environment, (3) provides the European Union with greater authority and control over classification societies, including the ability to seek to suspend or revoke the authority of negligent societies and (4) requires member states to impose criminal sanctions for certain pollution events, such as the unauthorized discharge of tank washings, and including minor discharges, if committed with intent, recklessly or with serious negligence and the discharges individually or in the aggregate result in deterioration of the quality of water. Regulation (EU) 2015/757 of the European Parliament and of the Council of 29 April 2015 (amending EU Directive 2009/16/EC) governs the monitoring, reporting and verification of carbon dioxide emissions from maritime transport, and, subject to some exclusions, requires companies with ships over 5,000 gross tonnage to monitor and report carbon dioxide emissions annually, which may cause us to incur additional expenses. Furthermore, the EU has implemented regulations requiring vessels to use reduced sulfur content fuel for their main and auxiliary engines. The EU Directive 2005/33/EC (amending Directive 1999/32/EC) introduced requirements parallel to those in Annex VI relating to the sulfur content of marine fuels. In addition, the EU imposed a 0.1% maximum sulfur requirement for fuel used by ships at berth in the Baltic, the North Sea and the English Channel (the so-called Sox-Emission Control Area). As of January 2020, EU member states must also ensure that ships in all EU waters, except the Sox-Emission Control Area, use fuels with a 0.5% maximum sulfur content. In July 2021 the European Commission presented its ‘Fit for 55’ package, which includes, among others, a legislative proposal to apply the EU emissions Trading System (ETS) on maritime shipping. ETS are market-based “cap and trade” scheme in which entities trade emissions rights within an area under a cap placed on the quantity of specified pollutants. We expect to incur additional expenses as a result if and when this proposal becomes effective, and we may not be able to recover or minimize our additional costs by increasing our fees we collect from our customers. The European Union’s Emissions Trading System, or ETS, which entered into effect on January 1, 2024, set a limit on the total amount of GHGs that we as a shipping company are permitted to emit on route to or from European Union members’ ports. Such cap is expressed in emission allowances, where one allowance gives the right to emit one ton of carbon dioxide equivalent. Each year, we will be required to surrender enough allowances to fully account for our emissions, otherwise we will be subject to heavy fines. The ETS Regulations require us to purchase and surrender allowances equal to a percentage of our emissions that gradually increases over time, from 40% of reported emissions in 2024 to 100% of reported emissions in 2026. We anticipate we will be required to purchase allowances from the EU carbon market on an ongoing basis, which will increase our operating costs. We have implemented a New Emission Factor, or NEF, surcharge, intended to pass on to customers the additional costs associated with compliance with the ETS Regulations, however there is no assurance that this surcharge will enable us to mitigate the possible increase costs in full or at all. Additionally, the new FuelEU Maritime Regulation which entered into effect in January 2025, sets requirements for the annual average GHG intensity of energy used by vessels trading within the European Union or European Economic Area. This regulation requires carriers to perform a gradual reduction in the GHG intensity of energy used by vessels at European ports from a baseline GHG intensity level derived from 2020 data, starting with a 2% reduction from the baseline by 2025 and reaching 80% by 2050. As a result, vessels will be required to shift to lower emission fuels instead of traditional marine fuels. The IMO 2020 Regulations, the ETS, the FuelEU Maritime Regulation and any future air emissions regulations with which we must comply may cause us to incur substantial additional operating costs. Other regional requirements The environmental protection regimes in certain other countries, such as Canada, resemble those of the United States. To the extent we operate in the territorial waters of such countries or enter their ports, our vessels would typically be subject to the requirements and liabilities imposed in such countries. Other regions of the world also have the ability to adopt requirements or regulations that may impose additional obligations on our vessels and may entail significant expenditures on our part and may increase the costs of our operations. These requirements, however, would apply to the industry operating in those regions as a whole and would also affect our competitors. 68 We are also subject to Israeli regulation regarding, among other things, national security and the mandatory provision of our fleet, environmental and sea pollution, and the Israeli Shipping Law (Seamen) of 1973, which regulates matters concerning seamen, and the terms of their eligibility and work procedures. GHG regulation Currently, emissions of GHGs from international shipping are not subject to the Kyoto Protocol to the United Nations Framework Convention on Climate Change, which entered into force in 2005 and pursuant to which adopting countries have been required to implement national programs to reduce GHG emissions with targets extended through 2020. International negotiations are continuing with respect to a successor to the Kyoto Protocol, and restrictions on shipping emissions may be included in any new treaty. The 2015 United Nations Climate Change Conference in Paris resulted in the Paris Agreement, which entered into force on November 4, 2016 and does not directly limit GHG emissions from ships. The U.S. initially entered into the agreement, but in June 2017, President Donald Trump announced that the U.S. would withdraw from the Paris Agreement, which withdrawal became effective on November 4, 2020. On February 19, 2021, the U.S., under the Biden administration, officially rejoined the Paris Agreement and on January 20, 2025, President Trump signed an executive order to once again withdraw the U.S. from the agreement, effective in 2026. International or multinational bodies or individual countries or jurisdictions may adopt climate change initiatives. For example, in June 2020 the UN’s Climate Ambition Alliance (CAA) has launched a global campaign aiming for net zero GHG emissions by 2050, rallying both governments as well as businesses. The U.S. Congress has from time to time considered adopting legislation to reduce GHG emissions and almost one-half of the states have already taken legal measures to reduce GHG emissions primarily through the planned development of GHG emission inventories and/or regional GHG cap-and-trade programs. Most cap-and-trade programs require major sources of emissions, such as electric power plants, and major producers of fuels, such as refineries and gas processing plants, to acquire or surrender emission allowances that correspond to their annual GHG emissions. The number of allowances available for purchase is reduced each year in an effort to achieve the overall GHG emission reduction goal. The adoption of legislation or regulatory programs to reduce GHG emissions, if and to the extent applicable to us, could increase our operating costs. At MEPC 70 and MEPC 71, a draft outline of the structure of the initial strategy for developing a comprehensive IMO strategy on reduction of GHG emissions from ships was approved. In accordance with this roadmap, in April 2018, nations at the MEPC 72 adopted an initial strategy to reduce GHG emissions from ships. The initial strategy identifies “levels of ambition” to reducing GHG emissions, including (1) decreasing the carbon intensity from ships through implementation of further phases of the Energy Efficiency Design Index for new ships; (2) reducing carbon dioxide emissions per transport work, as an average across international shipping, by at least 40% by 2030, pursuing efforts towards 70% by 2050, compared to 2008 emission levels; and (3) reducing the total annual greenhouse emissions by at least 50% by 2050 compared to 2008 while pursuing efforts towards phasing them out entirely. The initial strategy notes that technological innovation, alternative fuels and/or energy sources for international shipping will be integral to achieve the overall ambition. At MEPC 80, the 2023 IMO Strategy on Reduction of GHG Emissions from Ships was adopted, which includes an enhanced common ambition to reach net-zero GHG emissions from international shipping by or around, 2050, a commitment to ensure an uptake of alternative zero and near-zero GHG fuels by 2030 and the adoption of interim targets to reduce the total annual GHG emissions from international shipping by at least 20% by 2030 and by at least 70% by 2040 compared to 2008. These regulations could cause us to incur additional substantial expenses. We strive to cut GHG emissions to net-zero by 2050, and we have implemented various optimization strategies designed to reduce GHG emissions, including long-term chartering LNG dual fuel vessels, operating vessels in “super slow steaming” mode, trim optimization, hull and propeller polishing and sailing route optimization. The member states of the EU made a unilateral commitment to reduce by 2020 their 1990 levels of GHG emissions by 20%. The EU also committed to reduce its emissions by 20% under the Kyoto Protocol’s second period from 2013 to 2020. Starting in January 2018, large ships over 5,000 gross tonnage calling at EU ports are required to collect and publish data on carbon dioxide emissions and other information. In the U.S., the EPA has adopted regulations under the CAA to limit GHG emissions from certain mobile sources, and has issued standards designed to limit GHG emissions from both new and existing power plants and other stationary sources. The EPA or individual U.S. states could enact environmental regulations that would affect our operations. Any passage of climate control legislation or other regulatory initiatives by the IMO, the EU, the U.S. or other countries where we operate, or any treaty adopted at the international level to succeed the Kyoto Protocol or Paris Agreement that restricts emissions of GHGs could require us to make significant financial expenditures which we cannot predict with certainty at this time. Even in the absence of climate control legislation and regulations, our business and operations may be materially affected to the extent that climate change results in sea level changes and more frequent and intense weather events. 69 Occupational safety and health regulations The Maritime Labour Convention, 2006, or MLC, consolidated most of the 70 existing International Labour Organization maritime labor instruments in a single modern, globally applicable, legal instrument, and became effective on August 20, 2013. The MLC establishes comprehensive minimum requirements for working conditions of seafarers including, conditions of employment, hours of work and rest, grievance and complaints procedures, accommodations, recreational facilities, food and catering, health protection, medical care, welfare and social security protection. The MLC also provides a new definition of seafarer that now includes all persons engaged in work on a vessel in addition to the vessel’s crew. Under the new definition, we may be responsible for proving that customer and contractor personnel aboard our vessels have contracts of employment that comply with the MLC requirements. We could also be responsible for salaries and/or benefits of third parties that board one of our vessels. The MLC requires certain vessels that engage in international trade to maintain a valid Maritime Labour Certificate issued by their flag administration. We have developed and implemented a fleet-wide action plan to comply with the MLC to the extent applicable to our vessels. The COVID-19 pandemic has had significant impacts on the shipping industry and on seafarers themselves. Travel restrictions imposed by governments around the world have created significant hurdles to crew changes and repatriation of seafarers, which led to a growing humanitarian crisis as well as significant concerns for the safety of seafarers and shipping. IMO urged its members states to designate seafarers as key workers, so they can travel between the ships that constitute their workplace, and their countries of residence. Countries and port implemented strict COVID-19 requirements which affects ships operations and crew changes. Government authorities may implement similar measures as a result of future outbreaks of a new COVID-19 variant or strain, or any future infectious disease outbreak, pandemic or epidemic. Vessel security regulations A number of initiatives have been introduced in recent years intended to enhance vessel security. On November 25, 2002, the Maritime Transportation Security Act of 2002, or MTSA, was signed into law. To implement certain portions of the MTSA, the U.S. Coast Guard issued regulations in July 2003 requiring the implementation of certain security requirements aboard vessels operating in waters subject to the jurisdiction of the United States. Similarly, in December 2002, amendments to SOLAS created a new chapter of the convention dealing specifically with maritime security. This new 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 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 ship security plans; and • compliance with flag state security certification requirements. The U.S. Coast Guard regulations, intended to align with international maritime security standards, exempt non-U.S. vessels from MTSA vessel security measures; provided that 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 required by the IMO, SOLAS and the ISPS Code and have approved ISPS certificates and plans certified by the applicable flag state on board all our vessels. Amendments to the SOLAS Convention Chapter VII apply to vessels transporting dangerous goods and require those vessels be in compliance with the International Maritime Dangerous Goods Code (IMDG Code). Effective January 1, 2018, the IMDG Code includes updates to the provisions for radioactive material, reflecting the latest provisions from the International Atomic Energy Agency, new marking, packing and classification requirements for dangerous goods, and new mandatory training requirements. 70 Amendments that took effect on January 1, 2020 also reflect the latest material from the UN Recommendations on the Transport of Dangerous Goods, including new provisions regarding IMO type 9 tank, new abbreviations for segregations groups, and special provisions for carriage of lithium batteries and of vehicles powered by flammable liquid or gas. In November 2001, the U.S. Customs and Border Patrol established the Customs-Trade Partnership Against Terrorism (C-TPAT), a voluntary supply chain security program, which is focused on improving the security of private companies’ supply chains with respect to terrorism. We have been a member of C-TPAT since 2005. Competition regulations We have been, and continue to be, subject to investigations and party to legal proceedings relating to competition concerns. In recent years, a number of liner shipping companies, including us, have been the subject of antitrust investigations in the U.S., the EU and other jurisdictions into possible anti-competitive behavior. Furthermore, over the past few years there has been an increased scrutiny by governments and regulators around the world, including the FMC in the U.S., and the ministry of transportation in China. In the U.S., the Ocean Shipping Reform Act of 2022 (OSRA) signed into law in June 2022 required us and all other carriers to immediately implement certain requirements in detention and demurrage invoices, which if not included will eliminate any obligation of the charged party to pay the charge, including certifying that all detention and demurrage invoices are issued in compliance with the FMC’s Interpretive Rule on Detention and Demurrage of May 18, 2020. These requirements in detention and demurrage invoices may affect our ability to effectively collect these fees from our customers, heighten the risk of civil litigation and adversely affect our financial results. OSRA further mandates a series of rule-making projects by FMC, including: (i) defining prohibited practices by common carriers and other industry players when assessing detention and demurrage; (ii) defining what is an “unreasonable” refusal of cargo space, as well as unfair or unjustly discriminatory methods; (iii) defining what is “unreasonable refusal” to deal or negotiate with respect to vessel space, and (iv) authorizing the FMC to determine “essential terms” that are deemed by FMC necessary to be included in maritime shipping service. Subsequently, the FMC published in February 2023 a final rule that prohibits the collection of detention and demurrage from U.S. truckers and consignees on import, and in July 2024, published a final rule that defines when it is unreasonable for a carrier to deny cargo space accommodations when such space is available. In addition to the FMC rulemaking projects, other new legislation initiatives have been introduced in Congress, which, if passed, could further restrict our commercial position vis-à-vis supply chain providers and customers, create new regulatory (including environmental) requirements, as well as cancel or limit the applicable U.S. Shipping Act antitrust exemptions. Any new rule issued by the FMC addressing these topics or other legislative-related initiatives may have an adverse effect on our business and financial results, including on our ability to negotiate commercial terms with our customers in our favor and our ability to collect our fees in exchange for our services. If we are found to be in violation of the applicable regulation, we could be subject to various sanctions, including monetary sanctions. Legal proceedings have been initiated against us under the FMC’s interpretive Rule on Detention and Demurrage of May 18, 2020, See Note 27 to our audited consolidated financial statements included elsewhere in this Annual Report. For additional information see “Item 3.D – Risk factors – Risks related to Regulation - The shipping industry is subject to extensive government regulation and standards, international treaties and trade prohibitions and sanctions.” Although we have taken measures to fully comply with antitrust regulatory requirements and have adopted a comprehensive antitrust compliance plan, which includes, among other, mandatory periodic employee trainings, we may face investigations, and, if we are found to be in violation of the applicable regulation, we could be subject to criminal, civil and monetary sanctions, as well as related legal proceedings. See Note 27 to our audited consolidated financial statements included elsewhere in this Annual Report and Item 3.D “Risk factors — We are subject to competition and antitrust regulations in the countries where we operate, have been subject to antitrust investigations by competition authorities in the past and may be subject to antitrust investigations in the future. Moreover, we rely on applicable competition exemptions for operational agreement with other carriers and the revocation of these exemptions could negatively affect our business.” United States Our operations between the United States and non-U.S. ports are subject to the provisions of the U.S. Shipping Act of 1984, or the Shipping Act, which is administered by the Federal Maritime Commission (FMC). On October 16, 1998, the Ocean Shipping Reform Act of 1998 was enacted, amending the Shipping Act to promote the growth and development of U.S. exports through certain reforms in the regulation of ocean transportation. This legislation, in part, repealed the requirement that a common carrier or conference file tariffs with the FMC, replacing it with a requirement that tariffs be open to public inspection in an electronically available, automated tariff system. Furthermore, the legislation requires that only the essential terms of service contracts be published and made available to the public. Our operations involving U.S. ports are subject to FMC oversight under the Shipping Act and FMC regulatory requirements relating to carrier agreements, tariffs and service contracts, and certain “Prohibited Acts” under Section 10 of the Shipping Act. Violations of the requirements of the Shipping Act or FMC regulations are subject to civil penalties of up to $14,988 per non-willful violation and up to $74,943 per willful violation. Pursuant to the Federal Civil Penalties Inflation Adjustment Act Improvements Act of 2015, these civil penalties are subject to adjustments on an annual basis to reflect inflation. 71 European Union and United Kingdom Our operations involving the European Union are subject to EU competition rules, particularly Articles 101 and 102 of the Treaty on the Functioning of the European Union, as modified by the Treaty of Amsterdam and Lisbon. Article 101 generally prohibits and declares void any agreement or concerted actions among competitors that adversely affects competition. Article 102 prohibits the abuse of a dominant position held by one or more shipping companies. However, until April 2024, certain joint operation agreements in the shipping industry such as vessel sharing agreements and slot swap agreements were block exempted from certain prohibitions of Article 101 by Commission Regulation (EC) No 906/2009 as amended by Commission Regulation (EU) No 697/2014 and were in effect until they expired and not renewed (Consortia Block Exemption Regulation, or “CBER”). Following the expiry of the CBER, operational agreements remain legally permitted if they fall within the conditions of Article 101 of Treaty on the Functioning of the European Union and are subject to a self-assessment. A similar decision was taken by the United Kingdom’s Competition and Markets Authority (CMA) not to enact a UK block exemption that would have replaced the CBER following Brexit. Although we currently do not believe the non-renewal of the block exemptions regulation in the EU and UK will have a material impact on our operations as currently conducted, the non-renewal may increase our legal costs, increase legal uncertainty and delay the implementation of operational cooperation agreements between carriers, thus potentially limiting our ability to enter into cooperation arrangements with other carriers. In addition, the non-renewal or modification of the existing CBER adversely affected the review and renewal processes of similar block exemptions regulations in other jurisdictions, including Israel, and may contribute to the shortening of block exemption regulation effective periods in other jurisdictions. See Item 3.D “Risk factors – We are subject to competition and antitrust regulations in the countries where we operate, have been subject to antitrust investigations by competition authorities in the past and may be subject to antitrust investigations in the future. Moreover, we rely on applicable competition exemptions for operational agreement with other carriers, and the revocation of these exemptions could negatively affect our business.” Israel Our operations in Israel are subject to Israeli competition rules, primarily the Israeli Economic Competition Law, 1988, or the Israeli Competition Law, and the regulations and guidelines thereunder. Under the Israeli Competition Law certain arrangements, known as “restrictive arrangements”, such as non- compete and exclusivity clauses, as well as other arrangements that may be deemed to undermine competition, such as “most-favored-nation” clauses, may create concerns under Israeli competition law and as such may require specific exemptions or approvals, and in certain cases they may be subject to “block exemptions” which automatically apply in the relevant circumstances. Our arrangements (agreements) and operations in Israel are reviewed on an ongoing basis in order to address this concern. Our cooperation with competitors is subject to the Israeli industry wide block exemption with respect to operational arrangements involving international transportation at sea, issued in 2012, extended until October 2025 and then again until April 2026. Under this block exemption, sea carriers are permitted to enter into operational agreements such as VSAs, swap agreements or slot charter agreements, subject to the completion of a self-assessment confirming the satisfaction of the following conditions: (i) the restraints in the arrangement do not reduce competition in a considerable share of the market, or do not result in a substantial harm to competition in such market; (ii) the object of the arrangement is not the reduction or elimination of competition; and (iii) the arrangement does not include any restraints which are not necessary in order to fulfill its objectives. The Israeli Competition Authority recently published proposed rules for public consultation to extend the block exemption until April 2031 without the previously enacted safe harbor provision relating to market share thresholds. There is no assurance that the Israeli block exemption will be further extended at all or under similar terms, particularly considering that the CBER expired and the UK CMA decided not to replace the CBER with a similar UK block exemption following Brexit (see above – “Competition Regulation – European Union”). In addition, the Israeli Competition Law sets specific limitations and restraints on entities who are defined as “monopolies” in Israel (namely entities holding a market share that is greater than 50% or entities with a significant market power). This matter is also reviewed by us on an ongoing basis and we do not think that our activities in Israel currently fall within the scope of the definition of a “monopoly”. Generally, violations of the Israeli Competition Law may result in administrative fines and in severe cases also in criminal sanctions, all of which may apply to us or to officers and employees involved in such violations. Such violations may also serve as a basis for class actions and tort claims. In addition, agreements which violate the Israeli Competition Law may be declared void. 72 Recent Developments On February 16, 2026, we entered into an Agreement and Plan of Merger (“Merger Agreement”) by and among the Company, Hapag-Lloyd AG, a German stock corporation (Aktiengesellschaft) incorporated under the laws of Germany (“Parent”), and Norazia (Israel) Ltd., a company organized under the laws of the State of Israel and a direct or indirect wholly owned Subsidiary of Parent (“Merger Sub”). Pursuant to the Merger Agreement, and upon the terms and subject to the conditions therein, Merger Sub will merge with and into us (the “Merger”), and we will remain the surviving corporation in the Merger and a wholly owned subsidiary of Parent. Subject to the terms and conditions of the Merger Agreement, at the effective time of the Merger, each of our outstanding ordinary share, of no par value, excluding the Special State Share (as defined in this Annual Report above), will be transferred to Parent in exchange for the right to receive $35.00 per share in cash, without interest (the “Merger Consideration”). For more information, see “Item 10.C – Material Contracts - Entry Into Agreement and Plan of Merger with Hapag-Lloyd AG”. C. Organizational structure We were formed as a company in the State of Israel on June 7, 1945. Our subsidiaries are organized under and subject to the laws of various countries. Please see Exhibit 8.1 to this Annual Report on Form 20-F for a listing of our subsidiaries. D. Property, plants and equipment We are headquartered in Haifa, Israel and conduct business worldwide. We currently lease approximately 170,000 square feet of office space at 9 Andrei Sakharov Street, Matam, Haifa 3190500, Israel. The lease commenced in 2004 and will expire in May 2034. See also Note 5 of our audited consolidated financial statements for the year ended on December 31, 2025 of our audited consolidated financial statements for the year ended December 31, 2025, included elsewhere in this Annual Report.