A. [Reserved] B. Capitalization and Indebtedness Not applicable. C. Reasons for the Offer and Use of Proceeds Not applicable. D. Risk Factors You should carefully consider the following risk factors together with all of the other information included in this annual report in evaluating an investment in our common stock. If any of the following risks were actually to occur, our business, financial condition, operating results and cash flows could be materially adversely affected. In that case, the trading price of our common stock could decline, and you could lose all or part of your investment. Risk Factor Summary The risk factors summarized and detailed below could materially and adversely affect our business, our financial condition, our operating results and the trading price of our common stock. These material risks include, but are not limited to, those relating to: •Charter rates for liquefied gas carriers are cyclical with attendant volatility; •Our financial performance depends in large part on the efficient deployment and utilization of our vessels; •Future growth in the demand for our services will depend on changes in supply and demand, economic growth in the world economy and demand for petrochemical and liquefied petroleum gas transportation relative to changes in worldwide fleet capacity. Adverse economic, political, or social developments or other global financial turmoil, could have a material adverse effect on world economic growth and thus on our business, financial condition and operating results; •Marine transportation is inherently risky. An incident involving significant loss of product or environmental contamination attributable to any of our vessels, the possibility of marine disasters including damage or destruction of a vessel due to natural disasters, accidents, the loss of a vessel due to piracy or terrorism, damage or destruction of cargo or similar events could adversely affect us; •Restrictive covenants in our secured term loan facilities, revolving credit facilities and in our unsecured bonds impose, and any future debt facilities may impose, restrictions on us; •The secured term loan facilities are reducing facilities. The required repayments under the secured term loan facilities may adversely affect us; •We have substantial indebtedness, which could adversely affect our ability to raise additional capital to fund our operations, meet our obligations, or pursue other business opportunities and may limit our ability to react to economic or industry changes; •Our continuing ability to finance and refinance our debts and the availability and access to the debt and equity capital markets may be limited; •We operate several of our vessels through the Unigas Pool. Failure by the Unigas Pool to find profitable employment for these vessels could adversely affect us; •We may be unable to charter our vessels at attractive rates, which could have an adverse impact on our business, financial condition and operating results; •A significant portion of our revenues are generated from a limited number of customers; 1 •The demand for liquefied gases and the seaborne transportation of liquefied gases may not grow and could shrink; •We receive, and may continue to rely on, government grants and public funding to support certain projects; •The expected growth in the supply of petrochemical gases, including ethane and ethylene, available for seaborne transport may not materialize, which could deprive us of the opportunity to obtain attractive charters and charter rates; •The market values of our vessels may decline if market conditions deteriorate. This could cause us to incur impairment charges, which could cause us to breach covenants in our debt facilities; •Over the long-term, we will be required to make substantial capital expenditures to preserve the operating capacity of and to grow our fleet; •We may be unable to make or realize the expected benefits from acquisitions and the failure to successfully implement our growth strategy through acquisitions could adversely affect our business, financial condition and operating results; •From time to time, we may selectively pursue new strategic acquisitions or ventures we believe to be complementary to our seaborne transportation services, and any strategic transactions that are a departure from our historical operations could present unforeseen challenges and result in a competitive disadvantage relative to our more-established competitors; •We may be unable to realize the expected benefits from our joint ventures; •We periodically enter into joint ventures that require satisfactory performance by our joint venture partners, and any failure by our partners to fulfill their obligations or adequately participate in or operate the joint venture could adversely affect our business,financial condition, and operating results; •Conflicts between countries, such as the conflict between Russia and Ukraine, could restrict or prohibit our vessels from calling at certain ports or from trading with some of our customers which could adversely affect our business, financial condition and operating results; •The U.S. and Chinese governments' service fees on the entry into U.S. and Chinese ports of vessels operated by maritime transport companies, which have been suspended until November 2026, could negatively affect our business, financial condition and operating results, if reimposed; •The U.S. government's Maritime Action Plan could result in new trade, regulatory or industrial policy measures affecting foreign-built vessels, which could increase our costs and affect our operations; •We are subject to licensing fees and charges associated with the transportation of ethane and ethylene, including fees for port access, terminal usage, and other government-imposed levies; •We operate in many countries and regions which can expose us to political, governmental and economic instability, as well as tariffs and trade restrictions; •Operating our vessels in sanctioned areas or chartering our vessels to sanctioned individuals or entities could adversely affect our business, financial condition and operating results; •We provide in-house technical management for certain vessels in our fleet which may impose significant additional responsibilities on our management and staff; •We rely on third-party ship managers for the technical management of our vessels which may expose us to operational, compliance, and performance risks; •A fluctuation in fuel prices may adversely affect our charter rates for time charters and our cost structure for voyage charters and COAs and consequently may adversely affect our business, financial condition and operating results; •The required drydocking of our vessels could have a more significant adverse impact on our revenues than we anticipate, which could adversely affect our business, financial condition and operating results; •Our operations are subject to the European Union Emissions Trading System (EU ETS) and FuelEU Maritime Regulation, which could impact our business and operating results; •Our operating costs are likely to increase in the future as our vessels age, which could adversely affect our business, financial condition and operating results; •We have and may continue to sell vessels which can result in a profit or a loss on disposal and can impact our business and operating results; •Ammonia-fueled engines and emerging propulsion technologies are new and can increase costs, be unpredictable, and increase operational risks; 2 •The loss of or inability to operate any of our vessels could result in a significant loss of revenues and cash flow which could adversely affect our business, financial condition and operating results; •Adverse global economic conditions and outbreaks of infectious diseases could have a material adverse effect on our business, financial condition and operating results; •Due to our lack of vessel diversification, adverse developments in the seaborne liquefied gas transportation business could adversely affect our business, financial condition and operating results; •If in the future our business activities involve countries, entities or individuals that are subject to restrictions imposed by the U.S. or other governments, we could be subject to enforcement action and our reputation and the market for our common stock could be adversely affected; •Failure to comply with the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act and other anti-bribery legislation in other jurisdictions could result in fines, criminal penalties or contract termination, and could have an adverse effect on our business; •We rely on our information systems to conduct our business, and failure to protect these systems against security breaches could disrupt our business and adversely affect our operating results; •Our business is subject to laws and regulations regarding data privacy and data protection; •Maritime claimants could arrest our vessels, which could interrupt our cash flow; •A shortage of qualified officers or seafarers could make it more difficult to crew our vessels and increase our operating costs. If a shortage were to develop, it could impair our ability to operate and have an adverse effect on our business, financial condition and operating results; •Compliance with safety and other vessel requirements imposed by classification societies may be costly and could adversely affect our business, financial condition and operating results; •Delays in deliveries of newbuildings or acquired vessels, or deliveries of vessels with significant defects, could harm our operating results, affect our ability to finance the vessels, and lead to the termination of any related charters that may be entered into prior to their delivery; •Our growth depends on our ability to expand relationships with existing customers and obtain new customers, for which we will face substantial competition; •The marine transportation industry is subject to substantial environmental and other regulations, which may limit our operations and increase our expenses; •Climate change concerns, greenhouse gas emissions, and other environmental schemes, may adversely impact our operations and markets; •Increased scrutiny from stakeholders and others regarding climate change, as well as our ESG practices and reporting responsibilities, could result in additional costs or risks and adversely impact our business and reputation; •Changes in the law and regulations relating to the use of, or a decrease in the demand for, single use plastics and increased concerns or restrictions relating to waste plastics could adversely impact our business; •Competition from larger or more technologically advanced liquefied gas carriers could reduce our charter hire income and the value of our vessels; •Acts of piracy on any of our vessels or on other ocean going vessels could adversely affect our business, financial condition and operating results; •Terrorist attacks, increased hostilities, piracy on ocean-going vessels, political change or war could lead to further economic instability, increased costs and disruption of business; •Exposure to currency exchange rate fluctuations may cause fluctuations in our cash flows and operating results; •Our ability to extract cash from our subsidiaries, joint ventures and variable interest entities may be limited, and could adversely affect our liquidity, tax position and operating results; •Our insurance may be insufficient to cover losses that may occur to our vessels or result from our operations; •Any consolidated variable interest entity may enter into different financing arrangements, which could adversely affect our financial results; •Changes in interest rates affect the interest rate payable under our credit facilities, which may adversely affect our financial results; •The derivative contracts we have or may enter into to hedge our exposure to fluctuations in interest rates could result in higher interest rates and reductions in our shareholders’ equity, as well as charges against our income; 3 •Our continuing ability to finance and refinance our debts and the availability and access to the debt and equity capital markets may be limited; •Our business depends upon certain key employees; •We are a holding company, and we depend on the ability of our subsidiaries to distribute funds to us in order to satisfy our financial obligations and pay dividends to our shareholders; •We may issue additional equity securities without your approval, which could dilute your ownership; •Future sales of our common stock could cause the market price of our common stock to decline; •Ultranav and BW Group, two unrelated shareholders of the Company that, to our knowledge, act independently of each other, collectively, owned an aggregate of approximately 55.3% of our common stock as of December 31, 2025. Each may exert considerable influence on, and together they could control, actions requiring a shareholder vote, and they could acquire additional shares of our common stock, further reducing liquidity in the market; •We have declared dividends in the past but we can give no assurance that dividends will be paid in the future, in any amount or at all; •The obligations of being and remaining a public company require significant resources and management attention; •If we fail to maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results or prevent fraud, and shareholders could lose confidence in our financial and other public reporting, which could harm our business and the trading price of our common stock; •We may lose our foreign private issuer status in the future, which could result in significant additional costs; •As a Marshall Islands corporation our operations may be subject to economic substance requirements; •We are incorporated in the Marshall Islands, which does not have a well-developed body of corporate law; •Because we are a Marshall Islands corporation, it may be difficult to serve us with legal processes or enforce judgments against us, our directors, or our management; •Failure to timely complete the Company Redomiciliations (as defined below) could negatively affect the market price of our common stock; •Provisions of our articles of incorporation and by-laws may have anti-takeover effects; •We may be subject to additional taxes, which could adversely impact our business and financial results; •U.S. tax authorities could treat us as a “passive foreign investment company,” which could have adverse U.S. federal income tax consequences to U.S. shareholders; •We may have to pay tax on U.S. source gross transportation income with respect to the operation of our vessels, which could reduce our cash flow. In addition, risks not presently known to us or risks that we currently deem immaterial could materially and adversely affect our business, financial condition, operating results and the trading price of our common shares. Risks Related to Our Business Charter rates for liquefied gas carriers are cyclical with attendant volatility. The international liquefied gas carrier market is cyclical with attendant volatility in terms of charter rates, profitability and vessel values. The degree of charter rate volatility among different types of liquefied gas carriers has varied widely. Because many factors influencing the supply of, and demand for, vessel capacity are unpredictable, the timing, direction and degree of changes in the international liquefied gas carrier market are also unpredictable. Our financial performance depends in large part on the efficient deployment and utilization of our vessels. Our financial performance depends in large part on the efficient deployment and utilization of our vessels. Vessel utilization can be adversely affected by factors beyond our control, including fluctuations in global demand for shipping services, disruptions in trade routes, delays in charter contracts, vessel off-hire due to maintenance or repairs, regulatory inspections, and unforeseen operational events. Periods of low utilization can reduce our revenues and increase per-vessel operating costs. The shipping industry is highly cyclical, and the demand for vessel capacity can change rapidly due to economic conditions, geopolitical developments, and fluctuations in commodity or cargo flows. Inability to achieve targeted utilization levels could result in reduced revenue, lower profitability, and adverse effects on our financial condition and operating results. 4 Future growth in the demand for our services will depend on changes in supply and demand, economic growth in the world economy and demand for petrochemical and liquefied petroleum gas transportation relative to changes in worldwide fleet capacity. Adverse economic, political, or social developments or other global financial turmoil, could have a material adverse effect on world economic growth and thus on our business, financial condition and operating results. The charter rates we receive will be dependent upon, among other things: •changes in the supply of vessel capacity for the seaborne transportation of liquefied gases, which is influenced by the following factors, among other things: •the number of newbuilding deliveries and the ability of shipyards to deliver newbuildings by contracted delivery dates and capacity levels of shipyards; •the scrapping rate of older vessels; •the number of vessels that are out of service, as a result of vessel casualties, repairs and drydockings; •changes in technology, environmental and other regulations that may limit the useful lives of vessels; •changes in liquefied gas carrier prices. •changes in the level of demand for seaborne transportation of liquefied gases, which is influenced by the following factors, among other things: •changes to the arbitrage of such liquefied gases in different countries, regions or continents; •the level of production of liquefied gases in net export regions such as the United States of America; •the level of demand for liquefied gases in net import regions such as Asia, Europe, Latin America and India; •the level of internal demand for petrochemicals to supply integrated petrochemical facilities in net export regions; •global demand for petrochemicals as influenced by ecological or environmental concerns about the use of single-use plastics and waste plastics; •global or general industrial activity specifically in the plastics and chemical industry; •changes in the cost of petroleum and natural gas from which liquefied gases are derived; •prevailing global and regional economic conditions; •political changes and armed conflicts in the regions traveled by our vessels and the regions where the cargoes we carry are produced or consumed that interrupt production, trade routes or consumption of liquefied gases and associated products; •developments in international trade; •the distances between exporting and importing regions over which liquefied gases are to be transported by sea; •infrastructure to support seaborne liquefied gases, including pipelines, railways and terminals; •the availability of alternative transportation means, including pipelines; •changes in seaborne and other transportation patterns; •changes in environmental and other regulations that may limit the production or consumption of liquefied gases. Adverse changes in any of the foregoing factors could have an adverse impact on our revenues, profitability, liquidity, cash flow and financial position. Marine transportation is inherently risky. An incident involving significant loss of product or environmental contamination attributable to any of our vessels, the possibility of marine disasters including damage or destruction of a vessel due to natural disasters, accidents, the loss of a vessel due to piracy or terrorism, damage or destruction of cargo or similar events could adversely affect us. 5 The operation of an ocean-going vessel carries inherent risks. Our vessels and their cargoes and the LPG and petrochemical production and terminal facilities that we service are at risk of being damaged or lost because of events such as: •marine disasters; •human error; •natural disasters and weather such as storms, flooding, and hurricanes; •business interruption caused by mechanical failures; •grounding, capsizing, fire, explosions, and collisions; •war, terrorism, piracy on ocean-going vessels, cyber-attack; •damage as a result of the foregoing or less drastic causes such as human error, cargo contamination, mechanical failure, grounding, fire, explosions and bad weather; •environmental accidents as a result of the foregoing; •risks to the onboard vessel management personnel as a result of the foregoing; •business interruptions and delivery delays caused by mechanical failure, human error, war, terrorism, political action in various countries, labor strikes or adverse weather conditions. An accident involving any of our vessels could result in any of the following: •death or injury to persons, loss of property, or damage to the environment and natural resources; •higher than anticipated expenses, liabilities, or costs to recover any spilled cargo and to restore the ecosystem where the spill occurred; •governmental fines, penalties, or restrictions on conducting business; •higher insurance rates; •loss of revenues; •damage to our reputation and customer relationships generally. Any of these circumstances or events could substantially increase our costs. For example, the costs of replacing a vessel or cleaning up a spill could substantially lower our revenues by taking vessels out of operation for long periods of time. The involvement of our vessels in a disaster or delays in delivery or loss of cargo may harm our reputation as a safe and reliable vessel operator and cause us to lose business. The total loss or damage of any of our vessels or cargoes could harm our reputation as a safe and reliable vessel owner and operator. If we are unable to adequately maintain or safeguard our vessels, we may be unable to prevent any such damage, costs, or loss. Any of these circumstances, events, or conditions could have a material adverse impact on our business, financial condition and operating results. Restrictive covenants in our secured term loan facilities, revolving credit facilities and in our unsecured bonds impose, and any future debt facilities may impose, restrictions on us. The secured term loan facilities and revolving credit facilities and unsecured bonds impose, and any future debt facility may impose, operating and financial restrictions on us. The restrictions in the existing secured term loan facilities and revolving credit facilities and the unsecured bonds may limit our ability to, among other things: •pay dividends out of operating revenues generated by the vessels securing indebtedness under the facility, redeem or repurchase any of our shares or pay dividends or make any other payment to our equity holders, if there is a default under any secured term loan facility, revolving credit facility or secured term loan and revolving credit facility; •incur additional indebtedness, including through the issuance of guarantees; •create liens on our assets; •sell our vessels; •merge or consolidate with, or transfer all or substantially all our assets to, another person; 6 •change the flag, class or management of our vessels; •enter into a new line of business. The secured term loan facilities and revolving credit facilities require us to maintain various financial ratios. These include requirements that we maintain minimum liquidity levels and maintain specified ratios of net debt to total capitalization and outstanding principle amount to aggregate fair market value of the vessels. Under certain circumstances our lenders may require us to provide additional collateral. See “Item 5—Operating and Financial Review and Prospects—Liquidity and Capital Resources—Secured Term Loan Facilities and Revolving Credit Facilities”, and “2024 Senior Unsecured Bonds” The failure to comply with such covenants could likely cause an event of default that could materially adversely affect our business, financial condition and operating results. Certain of our secured term loan facilities and revolving credit facilities, bonds, and lease obligations prohibit a change of control (as defined in the agreements governing such facilities, bonds, and lease obligations) of the Company as well as require us to remain as a listed entity on the New York Stock Exchange (“NYSE”) or another recognized stock exchange. If we breach any of these restrictions, our obligations become immediately repayable, which could have a material adverse effect on our business, financial condition and operating results. Because of these covenants, we may need to seek permission from our lenders to engage in some corporate actions. Our lenders’ interests may be different from ours, and we may not be able to obtain our lenders’ permission when needed. This may limit our ability to finance our future operations and make acquisitions or pursue business opportunities. See “Item 5—Operating and Financial Review and Prospects—Liquidity and Capital Resources—Secured Term Loan Facilities and Revolving Credit Facility”. The secured term loan facilities are reducing facilities. The required repayments under the secured term loan facilities may adversely affect us. Loans under the secured term loan facilities are typically subject to quarterly repayments. Our ability to meet our repayment obligations depends on our future operating and financial performance, which will be affected by our ability to successfully implement our business strategy as well as general macroeconomic, financial, competitive, regulatory and other factors beyond our control. If we cannot generate sufficient cash to meet our repayment obligations, we may, among other things, need to refinance our loans, obtain additional financing, delay planned capital expenditures or investments or sell material assets to meet our repayment obligations. Any inability to satisfy our repayment obligations could have a material adverse effect on our business, financial condition and operating results. We have substantial indebtedness, which could adversely affect our ability to raise additional capital to fund our operations, meet our obligations, or pursue other business opportunities and may limit our ability to react to economic or industry changes. As of December 31, 2025, we had $900.2 million of outstanding indebtedness, consisting of $762.0 million of borrowings outstanding under our secured term loan facilities and revolving credit facilities and $138.2 million in aggregate principal amount outstanding of our unsecured bonds. Our indebtedness level could have important consequences, such as it could: •impair our ability to obtain additional financing, if necessary, for working capital, capital expenditures, debt service requirements, acquisitions and general corporate or other purposes, or such financing may not be available on favorable terms, or at all; •make it more difficult for us to satisfy our obligations with respect to our indebtedness, and any failure to comply with the obligations of any of our debt instruments, including restrictive covenants and borrowing conditions, could result in an event of default under the agreements governing our indebtedness; •result in a need for us to use a substantial portion of our cash from operations to make principal and interest payments on our debt, reducing the funds that could otherwise be available for operations and future business opportunities; •increase our vulnerability to adverse economic, industry or competitive developments; •limit our flexibility in responding to changing business and economic conditions. Our ability to meet our debt service and other obligations will depend upon, among other things, our financial and operating performance, which will be affected by prevailing economic, financial, business and regulatory conditions, as well as other factors, some of which are beyond our control. If our operating results are not sufficient to service our current or future indebtedness and other obligations, it may have a material adverse impact on our business and operations. Our continuing ability to finance and refinance our debts and the availability and access to the debt and equity capital markets may be limited. The Company is reliant on our continuing ability to finance and refinance our debts and the availability and access to the debt and equity capital markets. In the event that the Company is unable to secure financing or refinancing in a timely manner it could adversely affect our business, financial condition and operating results. 7 We operate several of our vessels through the Unigas Pool. Failure by the Unigas Pool to find profitable employment for these vessels could adversely affect us. As of December 31, 2025, eight of our vessels are commercially managed by the Unigas Pool (the “Unigas Pool”). The Unigas Pool is an independently managed pool that has operated since 1969. On December 28, 2025, Happy Falcon was redelivered from the Unigas Pool and subsequently sold to an independent third party on January 28, 2026. Revenue is generated from time charters, voyage charters and COAs from the vessels in the pool and is allocated to the pool participants in accordance with agreed pool points. A sustained decline in the ability of the Unigas Pool to find employment for the vessels in the pool, a decline in charter or spot rates, or a loss of COAs by the Unigas Pool could have a material adverse effect on our operating results and our ability to meet our financing obligations. We may be unable to charter our vessels at attractive rates, which could have an adverse impact on our business, financial condition and operating results. As of December 31, 2025 our fleet consisted of 57 vessels, some of which are employed in the spot market, exposing us to fluctuations in spot market charter rates. Although spot chartering is common in our industry, the spot market may fluctuate significantly over short periods of time. The successful operation of our vessels in the competitive spot market depends upon, among other things, obtaining profitable spot charters and minimizing, to the extent possible, time spent waiting for charters and time spent traveling in ballast and picking up cargoes. If future spot charter rates decline, we may be unable to operate our vessels in the spot market profitably or meet our obligations, including payments on indebtedness. Furthermore, as charter rates for spot charters are fixed for a single voyage or multiple voyages which may last up to several weeks or months, during periods in which spot charter rates are rising, we will generally experience delays in realizing the benefits from such increases. Receipts from customers under our charters represent a substantial majority of our operating cash flow. Our time charters expire on a regular basis. If demand for liquefied gas carriers has declined at the time that our charters expire, we may not be able to charter our vessels at favorable rates or at all. If more vessels are added to the global fleet through newbuilding programs, charter rates may decline. In addition, while longer-term charters could become more attractive to us at a time when charter rates are declining, our customers may not want to enter into longer-term charters in such an environment. As a result, if our charters expire at a time when charter rates are declining, we may have to accept charters with lower rates or shorter terms than could be desirable. Furthermore, we may be unable to charter our vessels immediately after the expiration of their charters resulting in periods of non-utilization for our vessels. Our inability to charter our vessels at favorable rates or at all could adversely impact our business, financial condition and operating results. As of December 31, 2025, only one of the Four Ethylene Newbuild Vessels (as defined below) and both of the Two Ammonia Newbuild Vessels (as defined below) are under charter. There is no assurance that we will be able to fix charters with respect to the remaining Four Ethylene Newbuild Vessels prior to their delivery or that any such charters will be at favorable hire rates. Please read “—We may be unable to make or realize the expected benefits from acquisitions and the failure to successfully implement our growth strategy through acquisitions could adversely affect our business, financial condition and operating results.” A significant portion of our revenues are generated from a limited number of customers. We have derived, and believe that we will continue to derive, a significant portion of our revenues from a limited number of customers. Our customers include major oil and gas companies, chemical companies, energy trading companies, state-owned oil companies and various other entities that depend upon marine transportation. The loss of any significant customer or a substantial decline in the amount of services requested by a significant customer, or the inability of a significant customer to pay for our services, could have a material adverse effect on our business, financial condition and operating results. The demand for liquefied gases and the seaborne transportation of liquefied gases may not grow and could shrink. Our growth depends on continued growth in the world and regional demand for liquefied gases and the seaborne transportation of liquefied gases, each of which could be adversely affected by a number of factors, such as: •increases in the demand for industrial and residential natural gas in areas linked by pipelines to producing areas, or the conversion of existing non-gas pipelines to natural gas pipelines in those markets; •increases in demand for chemical feedstocks in net exporting regions, leading to less liquefied gases for export; •decreases in the consumption of petrochemical gases; •decreases in the consumption of liquefied petroleum gas (“LPG”) due to increases in its price relative to other energy sources or other factors making consumption of liquefied gas less attractive; •the availability of competing, alternative energy sources, transportation fuels or propulsion systems; •decreases in demand for liquefied gases resulting from changes in feedstock capabilities of petrochemical plants in net importing regions; •changes in the relative values of hydrocarbon and liquefied gases; 8 •a reduction in global industrial activity, especially in the plastics and petrochemical industries, particularly in regions with high demand growth for liquefied gas, such as Asia; •adverse global or regional economic or political conditions, particularly in liquefied gas exporting or importing regions, which could reduce liquefied gas shipping or energy consumption; •changes in governmental regulations, such as the elimination of economic incentives or initiatives designed to encourage the use of liquefied gases over other fuel sources; •decreases in the capacity of petrochemical plants and crude oil refineries worldwide or the failure of anticipated new capacity to come online. Reduced demand for liquefied gases and the seaborne transportation of liquefied gases could have a material adverse effect on our future growth and could adversely affect our business, financial condition and operating results. We receive, and may continue to rely on, government grants and public funding to support certain projects. We have received, and may continue to apply for and rely on, government grants, government assistance, or other forms of public financial support to fund certain projects, including environmental initiatives, vessel upgrades, research and development, and operational improvements. These programs are subject to extensive conditions, ongoing compliance requirements, budgetary constraints, and political or policy changes, and there is no assurance that such support will continue to be available on similar terms, if at all. Because these grants can support a significant portion of project costs, the loss, reduction, or delay of government funding could require us to seek alternative financing on less favorable terms, postpone or scale back planned investments, or absorb additional expenses. Any such developments could materially and adversely affect our business, financial condition, and operating results. The expected growth in the supply of petrochemical gases, including ethane and ethylene, available for seaborne transport may not materialize, which could deprive us of the opportunity to obtain attractive charters and charter rates. Charter rates for petrochemical gas cargoes can be higher than those for other liquefied gases, with charter rates for ethylene and ethane historically commanding a premium due to the requirement for more complex vessels and a smaller global fleet of ethylene or ethane-capable vessels. While we believe that growth in production at petrochemical production facilities and regional supply and pricing arbitrage will create opportunities for us to transport petrochemical gas cargoes, including ethane and ethylene, factors that are beyond our control may cause the supply of petrochemical gases available for seaborne transport to remain constant or even decline. If the supply of petrochemical gases available for seaborne transport does not increase, we may not have the opportunity to obtain the increased charter rates associated with petrochemical gas cargoes, including ethane and ethylene, and our expectations regarding the growth of our business may not be met. The market values of our vessels may decline if market conditions deteriorate. This could cause us to incur impairment charges, which could cause us to breach covenants in our debt facilities. The market value of liquefied gas carriers fluctuates. The market values of our vessels may be subject to a potential significant decline depending on a number of factors including, among other things: energy and environmental efficiency of our vessels, general economic and market conditions affecting the shipping industry, prevailing charter rates, competition from other shipping companies, other modes of transportation, other types, sizes and age of vessels, shipyard capacity and the cost of newbuildings and applicable governmental regulations. In addition, when vessel prices are considered to be low, companies not usually involved in shipping may make speculative vessel orders, thereby increasing the supply of vessel capacity, satisfying demand sooner and potentially suppressing charter rates. Also, if the book value of a vessel is impaired due to unfavorable market conditions or a vessel is sold at a price below its book value, we could incur a loss that could have a material adverse effect on our business, financial condition and operating results. We review our vessels for impairment when events or circumstances indicate the carrying amount of the vessel may not be recoverable. When such indicators are present, the carrying amount of the vessel is tested for recoverability and we recognize an impairment loss if the sum of the expected future cash flows (undiscounted and excluding interest charges that will be recognized as an expense when incurred) expected to be generated by the vessel over its estimated remaining useful life is less than its carrying value. If we determine that a vessel’s undiscounted cash flows are less than its carrying value, we record an impairment loss equal to the amount by which its carrying amount exceeds its fair value. We cannot assure you that we will not recognize impairment losses on our vessels in the future. Furthermore, our loan agreements have covenants relating to asset values, whereby if vessel values were to reduce to below those set out in the covenants, a breach could occur and could cause the loan amounts to be immediately repayable. This could have a material adverse effect on our business, financial condition and operating results. Over the long-term, we will be required to make substantial capital expenditures to preserve the operating capacity of and to grow our fleet. We must make substantial capital expenditures over the long-term to maintain the operating capacity and expansion of our fleet to preserve our capital base. 9 Drydocking expenditures can vary significantly from quarter to quarter and year to year and could increase, amongst other things, as a result of changes in: •the location and required repositioning of the vessel; •the cost of labor and materials; •the types of vessels in our fleet; •the age of the vessels in our fleet; •governmental regulations and maritime self-regulatory organization standards relating to safety, security or the environment; •competitive standards; •high demand for drydock usage. Our ability to obtain bank financing, to access the capital markets for future debt or equity offerings and to finance the expansion of our fleet may be limited by our financial condition at the time of any such financing or offering as well as by adverse market conditions resulting from, among other things, general economic conditions and contingencies and uncertainties that are beyond our control. Our failure to obtain the funds for future capital expenditures could limit our ability to expand our fleet. Even if we are successful in obtaining necessary funds, the terms of such financings may significantly increase our interest expense and financial leverage and issuing additional equity securities may result in significant shareholder dilution. Please read “Item 5—Operating and Financial Review and Prospects—Liquidity and Capital Resources—Liquidity and Cash Needs.” We may be unable to make or realize the expected benefits from acquisitions and the failure to successfully implement our growth strategy through acquisitions could adversely affect our business, financial condition and operating results. Our growth strategy may include selectively acquiring existing liquefied gas carriers or newbuildings and investing in complementary assets. Factors such as competition from other companies, who may have significantly greater financial resources than we do, could reduce our acquisition and investment opportunities or cause us to pay higher prices. Any existing vessel or newbuilding we acquire (including the Four Ethylene Newbuild Vessels and the Two Ammonia Newbuild Vessels) may not be profitable at or after the time of acquisition or delivery and may not generate cash flow sufficient to cover the cost of acquisition. Market conditions at the time of delivery of any newbuildings may be such that charter rates are not favorable and the revenue generated by such vessels is not sufficient to provide satisfactory returns relative to their purchase prices. In addition, our acquisition and investment growth strategy exposes us to risks that could adversely affect our business, financial condition and operating results, including risks that we may: •fail to realize anticipated benefits of acquisitions, such as new customer relationships, cost savings or increased cash flow; •not be able to obtain charters at favorable rates or at all; •be unable to hire, train or retain qualified shore and seafaring personnel to manage and operate our growing business and fleet; •fail to integrate investments of complementary assets or vessels in capacity ranges outside our current operations profitably •not have adequate operating and financial systems in place as we implement our expansion plan; •decrease our liquidity through the use of a significant portion of available cash or borrowing capacity to finance acquisitions; •significantly increase our interest expense or financial leverage if we incur additional debt to finance acquisitions; •incur or assume unanticipated liabilities, losses or costs associated with the business or vessels acquired. Unlike newbuildings, existing vessels typically do not carry warranties as to their condition. While we inspect existing vessels before purchase, such an inspection could normally not provide us with as much knowledge of a vessel’s condition as we could possess if it had been built for us and operated by us during its life. Repairs and maintenance costs for existing vessels are difficult to predict and may be substantially higher than for vessels we have operated since they were built. These costs could decrease our cash flow and reduce our liquidity. From time to time, we may selectively pursue new strategic acquisitions or ventures we believe to be complementary to our seaborne transportation services, and any strategic transactions that are a departure from our historical operations could present unforeseen challenges and result in a competitive disadvantage relative to our more-established competitors. We may pursue strategic acquisitions or investment opportunities we believe to be complementary to our core business of owning and operating liquefied gas carriers and the transportation of LPG, petrochemical gases and ammonia. Such ventures may include, but are not limited to, operating liquefied gas carriers in different size categories, expanding the types of cargo we carry and/or ventures or facilities involved in the export, distribution, mixing and/or 10 storage of liquefied gas cargoes. While we have general knowledge and experience in the seaborne transportation services industry, we have limited operating history outside of the ownership and operation of liquified gas carriers and the transportation of petrochemicals, LPG and ammonia. Any investments we pursue outside of our historical provision of seaborne transportation services could result in unforeseen operating difficulties and may require significant financial and managerial resources that could otherwise be available for the ongoing operation and growth of our fleet. We may face several factors that could impair our ability to successfully execute these acquisitions or investments including, among others, the following: •delays in obtaining regulatory approvals, licenses or permits from different governmental or regulatory authorities, including environmental permits; •unexpected cost increases or shortages in the equipment, materials or labor required for the venture, which could cause the venture to become economically unfeasible; •unforeseen engineering, design or environmental problems. Any of these factors could delay any such acquisitions or investment opportunities and could increase our projected capital costs. If we are unable to successfully integrate acquisitions or investments into our historical business, any costs incurred in connection with these projects may not be recoverable. If we experience delays, cost overruns, or changes in market circumstances, we may not be able to demonstrate the commercial viability of such acquisitions or investment opportunities or achieve the intended economic benefits, which could materially and adversely affect our business, financial condition and operating results. We may be unable to realize the expected benefits from our joint ventures. There are a number of factors that could impact our ability to benefit from our investments in our joint ventures, including the Ethylene Export Terminal as well the Amon Joint Venture. These factors include, among others, the following with respect to the Ethylene Export Terminal: •any inability of the Ethylene Export Terminal to operate due to operational issues; •any inability of the Ethylene Export Terminal to operate due to adverse weather conditions or due to damage as a result of storms, flooding or other adverse weather events; •any existing customers not renewing their contracts at the end of their existing terms, insufficient spot voyage demand for ethylene, or any inability of the Ethylene Export Terminal to otherwise maintain fully committed throughput. In addition, our 50/50 joint venture partner in the Export Terminal Joint Venture is the sole managing member of the Export Terminal Joint Venture and is also the operator of the related Ethylene Export Terminal. The success of the 50/50 owned Export Terminal Joint Venture and the Ethylene Export Terminal is dependent on the successful management and operation thereof by the managing member and operator. Further, the managing member’s and operator’s interests may not be entirely aligned with our interests. Further, the Amon Joint Venture is subject to similar risks as our business and our vessels. We periodically enter into joint ventures that require satisfactory performance by our joint venture partners, and any failure by our partners to fulfill their obligations or adequately participate in or operate the joint venture could adversely affect our business,financial condition, and operating results. We participate from time to time in joint ventures in which control may be shared with, or primarily exercised by, unaffiliated third parties. For example, our 50/50 joint venture partner in the Export Terminal Joint Venture is the sole managing member of the Export Terminal Joint Venture and is also the operator of the related Ethylene Export Terminal. As a result, the operational performance and financial success of the Export Terminal Joint Venture depend heavily on the managing member’s and operator’s ability to successfully manage, operate, and maintain the facility. Where we do not have sole control, our ability to influence strategic decisions, operational practices, financial reporting, internal controls, compliance programs, and other key matters is limited. Our joint venture partners may have economic or business interests that diverge from, or conflict with, our own, and may take actions—or fail to take actions—that we could not take if we controlled the joint venture. In addition, differing governance rights or decision making thresholds may restrict our ability to cause a joint venture to take or refrain from taking certain actions. If a joint venture partner fails to satisfactorily perform its obligations, does not comply with applicable laws or regulations, or is otherwise unable or unwilling to support the joint venture, the joint venture may be unable to perform its contracted services or meet its commercial and financial obligations. Under such circumstances, we may be required, or may determine it is commercially necessary, to provide additional capital contributions, operational support, guarantees, or other financial or performance commitments to protect our interests or preserve the joint venture’s operations. Any such additional obligations could reduce our profitability, result in losses with respect to the joint venture, or require us to assume operational or financial responsibilities that we did not anticipate. 11 Operational or financial underperformance of a joint venture could also negatively impact our reputation and relationships with customers, counterparties, and other stakeholders. In more severe cases, disputes with our joint venture partners could arise, potentially leading to litigation, renegotiation of joint venture arrangements, or the inability to realize the expected benefits of the joint venture. Conflicts between countries, such as the conflict between Russia and Ukraine, could restrict or prohibit our vessels from calling at certain ports or from trading with some of our customers which could adversely affect our business, financial condition and operating results. Since February 2022, Russia has been involved in an ongoing conflict with Ukraine, which, given its prolonged nature, could lead to wider regional and international conflicts. It is possible that such conflict could disrupt supply chains and cause instability in the global economy. Additionally, the ongoing conflict has resulted in the imposition of economic sanctions by, among others, the United States and the European Union against Russia. It is not possible to predict the broader or longer-term consequences of this conflict or the sanctions imposed to date, which could include further sanctions, embargoes, regional instability, geopolitical shifts and adverse effects on macroeconomic conditions, security conditions, energy and fuel prices, currency exchange rates and financial markets. Such geopolitical instability and uncertainty could have a negative impact on our ability to charter and operate our vessels and call at certain ports based on trade restrictions, embargoes and export control law restrictions, and logistics restrictions, which could adversely affect our business, financial condition, operating results and cash flows. There could be restrictions or imposed prohibitions on our vessels from calling at certain ports, such as ports in the Black Sea where it is currently unsafe to enter. We continue to employ both Russian and Ukrainian officers on board our vessels, albeit a reduced number since prior to the Ukrainian conflict. Although we have only experienced solidarity among our officers onboard our vessels and we have not experienced any operational issues with such officers, we continue to monitor this situation, as there may be governmental restrictions, logistical challenges or an inability to employ either or both nationalities in the future, which if unavailable in the future, could impair our ability to operate and increase the cost of crewing our vessels and, thus, could materially adversely affect our business, financial condition and operating results. The U.S. and Chinese governments' service fees on the entry into U.S. and Chinese ports of vessels operated by maritime transport companies, which have been suspended until November 2026, could negatively affect our business, financial condition and operating results, if reimposed. In April 2024, the U.S. Trade Representative ("USTR") began an investigation under Section 301 of the Trade Act of 1974, as amended (“Trade Act”) into China’s targeting of the maritime, logistics, and shipbuilding sectors for dominance. On January 16, 2025, the USTR determined that China’s targeting of the maritime, logistics, and shipbuilding sectors for dominance is unreasonable and burdens or restricts U.S. commerce by undercutting business opportunities for investments in the U.S. maritime, logistics, and shipbuilding sectors; restricts competition and choice; creates economic security risks from dependence and vulnerabilities in sectors critical to the functioning of the U.S. economy; and undermines supply chain resilience. As such, the USTR determined that China’s policies are actionable under Sections 301(b) and 304(a) of the Trade Act. On April 17, 2025, the USTR announced a series of port fees to respond to China's targeting of maritime, logistics and shipbuilding sectors. These fees went into effect on October 14, 2025. This includes a port entry service fee on maritime transport operators of Chinese-built vessels that enter a U.S. port. A non-Chinese operator of a Chinese-built vessel will be charged the higher amount of either $18 per net tonnage (rising to $33 over three years) of the vessel or $120 per container (rising to $250 over three years) on the vessel, which will apply to individual U.S. port entry strings and will be assessed up to five times per vessel per year. Connected with the application of these U.S. port entry service fees, on or around October 10, 2025, USTR announced certain exemptions, including for vessels that arrive at U.S. ports in ballast (without cargo), and for those vessels at or below a de minimus capacity of 55,000 deadweight tonnes and/or with an individual bulk capacity of 80,000 deadweight tonnes. We except all our vessels would fall under these exemptions. On or around October 10, 2025, China announced measures against U.S. shipping in retaliation to the USTR Section 301 port fees against Chinese shipping interests. China proposed a similar fee structure as USTR but for U.S.-connected ships calling at Chinese ports (including those owned or operated by U.S. entities), i.e. an amount based on tonnage, payable per call. Fees were due to come into force on 14 October, as with USTR Section 301. Connected with the application of these Chinese port entry service fees, on or around October 10,2025, China announced certain exemptions, including for vessels that were built in China, or which enter Chinese ports in ballast (empty). China noted an additional category for other vessels granted exemption upon approval, though did not define the criteria. On the basis that we are not a U.S. shipping company, we do not expect to incur or pay these fees. On October 30, 2025, the United States and China reached a deal on economic and trade relations that included China’s commitment to remove its retaliatory measures against U.S. responsive actions taken pursuant to the Section 301 investigation and remove sanctions imposed on various shipping entities. Under this deal, both the U.S. and China suspended their series of port fees in their entirety for a period of one year, starting on November 10, 2025. We own and operate a number of vessels that were built in China, thereby making entries of our vessels into U.S. ports potentially subject to service fees in the event the fees are reimposed. Assuming we do not order or acquire additional vessels or sell any of the vessels in our current fleet, based on the anticipated size of our fleet following the completion and delivery of the Chinese-built Four Ethylene Newbuild Vessels, our fleet is expected to consist of approximately 47% Chinese-built vessels. 12 As such, in the event the Chinese or USTR port service fees are reimposed, modified, or replaced on or after November 10, 2026 and the exemptions as drafted do not apply, we could incur costs each time any of our Chinese-built vessels enters a U.S. port, or when any of our non-Chinese-built vessels enter a Chinese port. While our business includes transportation to and from ports outside of the U.S. and China, any entries of our Chinese-built vessels into U.S. ports or our non-Chinese-built vessels into a Chinese port could expose us to these new fees, including in relation to our Ethylene Export Terminal. If reimposed, these fees could amount to increased operating costs for us and could result in reduced business into U.S. or Chinese ports if the fees are passed along to our customers. These increased costs and/or reductions in U.S. or Chinese business could materially adversely affect our business, financial condition and operating results. The U.S. government's Maritime Action Plan could result in new trade, regulatory or industrial policy measures affecting foreign-built vessels, which could increase our costs and affect our operations. On February 13, 2026, the U.S. government released a Maritime Action Plan focused on revitalizing the U.S. maritime sector. Key pillars of the plan include increasing U.S. shipbuilding capacity, reforming workforce education and training, establishing maritime prosperity zones to bolster investment, and protecting the U.S. maritime industrial base and national security. The greater integration of national security priorities into maritime policy proposed in the plan may increase scrutiny of foreign operators and constrain commercial access. The plan aligns commercial shipbuilding and fleet composition with security objectives, which may lead to heightened regulatory oversight, additional security protocols, or new reporting expectations for international carriers. The plan also calls for the potential imposition of a universal fee on foreign-built commercial vessels calling at U.S. ports, which would be assessed based on the weight of imported cargo arriving on such vessels. This plan does not appear to propose the imposition of fees on exports from the United States, only on imports to the United States. The implementation and potential magnitude of these proposed fees, as well as any measures that other countries may adopt in response, are currently unknown. Given the potential magnitude of the measures described above and the many uncertainties surrounding their implementation, which are subject to Congressional action, we cannot predict the ultimate form or financial impact of any measures adopted pursuant to the Maritime Action Plan. However, the policy shifts proposed in the plan may alter trade patterns and capacity deployment in ways that could adversely impact our planning and earnings. Enhancements to U.S. maritime infrastructure and policy favoring U.S.-built or -flag vessel participation could negatively change routing economics and cargo allocations. Additionally, if a universal port fee or other similar measures are implemented in a manner that applies to vessels in our fleet, it could increase our operating costs, reduce margins on U.S.-related voyages, affect customer demand, or otherwise adversely impact our business, operating results, and financial condition. We are subject to licensing fees and charges associated with the transportation of ethane and ethylene, including fees for port access, terminal usage, and other government-imposed levies. Our vessels rely on access to specific ports and terminals to load, discharge, and transport ethane and ethylene and other liquefied gases. Political or economic developments, trade restrictions, labor disputes, port congestion, environmental regulations, or other disruptions could limit our access to these facilities. Our operations may be affected by changes in international trade policies, sanctions, or restrictions imposed by governments on countries or entities with which we do business. Any of these developments could impair our ability to charter vessels, transport cargo, or enter into commercial agreements, which could have a material adverse effect on our business, operating results, and financial condition. We operate in many countries and regions which can expose us to political, governmental and economic instability, as well as tariffs and trade restrictions. Our operations are conducted in many jurisdictions outside of the United States, and may be affected by economic, political and governmental conditions in the countries where we engage in business or where our vessels call or are are registered. Any disruption caused by these conditions could adversely affect our business, financial condition, and operating results including limiting future business or new commercial operations. We derive some of our revenues from transporting gas cargoes from, to and within politically unstable regions. Conflicts in these regions have included attacks on ships and other efforts to disrupt shipping. In addition, vessels operating in some of these regions have been subject to piracy. Hostilities or other political instability in regions where we operate or may operate could have a material adverse effect on our business, financial condition, and operating results. Since October 2023, there has been significant military activity in the Middle East region. The recent military conflict in Iran could result in missile or drone attacks, the mining of sea lanes, blockades, seizure or detention of vessels, and will likely disrupt our ability to operate in and around the Arabian Gulf, the Strait of Hormuz and adjacent regional waters. In addition, the Houthis, based in Yemen, have launched a number of attacks on vessels traversing the Red Sea and the U.S. response. The Red Sea is a vital maritime route for international trade and major shipping companies have announced suspensions of operations following these attacks. Although our operations in the region are not significant, the regional crisis is a source of uncertainty and there is a potential for a wider military conflict, including in places where we operate. The regional conflict could grow and bring about further disruption, instability and volatility, causing global economic instability and disruption of production and distribution of LPG, petrochemical gases and ammonia, which could result in reduced demand for our services. Further, increased regional conflict could impact our ability to charter and operate our vessels, cause us to incur increased costs, increase our insurance costs, and cause international currency markets to fluctuate. If international political instability and geopolitical tensions continue or increase in any region in which we do business, or in other regions, our business and operating results could be harmed. In addition, tariffs, trade embargoes and other economic sanctions by the United States or other countries against countries where we operate or where our vessels call may limit, restrict or prohibit our trading activities with those countries, which could also harm our business. Finally, a government could 13 requisition one or more of our vessels, which is most likely during a war or national emergency. Any such requisition could cause a loss of the vessel and could harm our business, financial condition and operating results. Operating our vessels in sanctioned areas or chartering our vessels to sanctioned individuals or entities could adversely affect our business, financial condition and operating results. We believe we comply fully with the various sanctions regimes around the world, not just the sanctions authorities of the United States, but also the relevant departments within the United Nations, European Union, the United Kingdom and other individual countries, as well as governmental institutions and agencies of those countries. Our vessels transport LPG and other liquefied petrochemical gases throughout the globe and we are vigilant in attempting to ensure that our vessels do not call to countries or ports or trade with persons that may be on any lists which restrict or inhibit such trade or relationship. Any actual or alleged violations could materially damage our reputation and our ability to do business. Our vessels engage in hundreds of regular ship to ship transfers of LPG or petrochemical cargoes annually and these cargoes may ultimately be discharged in sanctioned areas or to sanctioned individuals without our knowledge. Although we believe that we have been in compliance with all applicable sanctions and embargo laws and regulations, and intend to maintain such compliance, there can be no assurance that we will be in compliance in the future, particularly as the scope of certain laws may be unclear and may be subject to changing interpretations. Any such violation could result in fines, penalties or other sanctions that could severely impact the market for our common shares, our ability to access U.S. capital markets and conduct our business and could result in some investors deciding, or being required, to divest their interest, or not to invest, in us. Our charterers, or vessels to which we engage in ship to ship transfers of cargoes, may violate applicable sanctions and embargo laws and regulations as a result of actions that do not involve us and those violations could in turn negatively affect our reputation or the ability of our charterers to meet their obligations to us or result in fines, penalties or sanctions. Furthermore, if any of our customers were to become a sanctioned entity, the charter party could end immediately and become void which could lead to one or more vessels being redelivered to us, ending what may be a long-term charter commitment. We provide in-house technical management for certain vessels in our fleet which may impose significant additional responsibilities on our management and staff. As of December 31, 2025 we provide in-house technical management for 38 of the 57 vessels in our current fleet. Providing in-house technical management for any vessel in our fleet may impose significant additional responsibilities on our management and staff. The cost of providing in-house technical management for those vessels may be higher than if they were managed by third party technical managers, as we may not generate economies of scale, compared to third party managers who may have hundreds of vessels under their management. If we are not successful with respect to any vessel for which we provide in-house technical management, our reputation and ability to charter vessels may be negatively impacted, which could materially and adversely affect our business, financial condition and operating results. We rely on third-party ship managers for the technical management of our vessels which may expose us to operational, compliance, and performance risks. We outsource the technical management for 19 of the 57 vessels in our current fleet to external ship management companies. While this approach allows us to leverage specialized expertise and reduce internal administrative burdens, it also introduces risks associated with oversight, performance, and compliance. We depend on these third-party managers to provide services such as crewing, maintenance, repairs, dry-docking, procurement, safety management, and regulatory compliance. Any failure by a third-party manager to perform these services to required standards could result in operational disruptions, increased costs, off-hire time, breaches of charter obligations, or non-compliance with environmental, safety, and technical regulations and our reputation and ability to charter vessels may be negatively impacted, which could materially and adversely affect our business, financial condition and operating results. A fluctuation in fuel prices may adversely affect our charter rates for time charters and our cost structure for voyage charters and COAs and consequently may adversely affect our business, financial condition and operating results. The price and supply of bunker fuel are unpredictable and fluctuate based on events outside our control, including geopolitical developments, supply and demand for oil, actions by members of the Organization of the Petroleum Exporting Countries (“OPEC”) and other oil and gas producers, war and unrest in oil producing countries and regions, regional production patterns and environmental concerns and regulations. Bunker fuel is a significant expense for our vessels and can have a significant impact on our earnings. As bunker prices increase, our customers may be less willing to enter into time charters under which they bear the full risk of bunker fuel price increases or may shorten the periods for which they are willing to make such commitments. Under voyage charters and COAs we initially bear the cost of bunker fuel used to power our vessels until such time as we invoice our customers which could reduce our profitability and adversely affect our operating results. The required drydocking of our vessels could have a more significant adverse impact on our revenues than we anticipate, which could adversely affect our business, financial condition and operating results. Our vessels require drydocking every five years until the age of 15 years and approximately every two and a half years thereafter. The drydocking of our vessels requires significant capital expenditure and results in loss of revenue while our vessels are offhire. Any significant increase in the number of days 14 of offhire due to such drydocking or in the costs of any repairs could have a material adverse effect on our financial condition. Although we attempt to limit the number of vessels that will be out of service at any given time, this may not always be possible due to the number of vessels in our fleet, as we may underestimate the time required to drydock our vessels, or unanticipated problems may arise during drydocking. At December 31, 2025, 16 of our vessels were over the age of 15 years and will therefore require more regular drydocking. Our operations are subject to the European Union Emissions Trading System (EU ETS) and FuelEU Maritime Regulation, which could impact our business and operating results. The European Union has adopted and continues to implement extensive regulatory measures aimed at reducing greenhouse-gas emissions from maritime transport including the FuelEU Maritime Regulation ("Fuel EU"), the extension of the EU Emissions Trading System (“EU ETS”) to shipping, and various national and port-level requirements. EU ETS is a market-based mechanism designed to reduce greenhouse gas emissions by setting a cap on total emissions and requiring companies to hold permits (or allowances) for each tonne of carbon dioxide they emit. The cost of acquiring additional allowances or the potential fines for non-compliance may increase over time. Such increased compliance costs could have a material adverse effect on our operating expenses, margins, and financial results. Fuel EU aims to regulate and reduce greenhouse-gas emissions from maritime transport by imposing progressively stricter limits on the greenhouse-gas intensity of the energy used on board ships of 5,000 gross tonnage and above. The requirements apply to all energy used while a vessel is in an EU port and to 50% of the energy used on voyages into or out of the EU, and 100% of the energy used on intra-EU voyages, regardless of the vessel’s flag. Fuel EU is fuel-neutral and does not prescribe specific fuels. It established annual reduction targets that began in 2025. Failure to comply with and changes to the EU ETS and Fuel EU or the implementation of new regulations could have a significant impact on our business. These changes may include adjustments to the emission cap, and the introduction of additional greenhouse gas types. Significant regulatory changes could result in increased compliance costs and require us to alter our operations. Our operating costs are likely to increase in the future as our vessels age, which could adversely affect our business, financial condition and operating results. In general, the cost of maintaining a vessel in good operating condition increases with the age of the vessel. Older vessels are typically less fuel-efficient and more costly to maintain than newer vessels due to improvements in engine technology. If equipment on board becomes obsolete and it is not cost effective to repair it, such equipment could have to be replaced. Governmental or Class regulations, including energy and environmental efficiencies, safety, or other equipment standards related to the age of vessels may also require expenditures for alterations, or the addition of new equipment, to our vessels to comply. These laws or regulations may also restrict the type of activities in which our vessels may engage or limit their operation in certain geographic regions. We cannot assure you that, as our vessels age, market conditions will justify those expenditures or enable us to operate our vessels as profitably as our younger vessels during the remainder of their expected useful lives. We have and may continue to sell vessels which can result in a profit or a loss on disposal and can impact our business and operating results. We regularly evaluate our fleet and may decide to sell vessels based on, amongst other things, market conditions, age, technical condition, strategic considerations, or liquidity needs. The prices at which we are able to sell vessels are subject to significant volatility and depend on factors beyond our control, including, amongst other things, global shipping demand, freight rate expectations, newbuilding prices, availability of financing for buyers, regulatory developments, scrap steel prices, and the overall supply of comparable tonnage. Any prospective buyer must also not be a sanctioned person or undertake sanctioned activities and must pass our internal 'know your client' (KYC) checks, which may limit the pool of potential buyers of our vessels. As a result, we may not be able to sell vessels at prices, or at all, that reflect their carrying values, and vessel sales may result in material gains or losses. Losses may occur if market values decline, if a vessel requires unanticipated repairs, or if regulatory changes reduce the suitability or demand for certain vessel types. Ammonia-fueled engines and emerging propulsion technologies are new and can increase costs, be unpredictable, and increase operational risks. The maritime industry is developing and commercializing ammonia-fueled engines and related propulsion technologies, and our strategy to reduce greenhouse-gas emissions may require investments in vessels or equipment that rely on these systems. There is no assurance that Ammonia-based marine fuels and their supporting technologies will perform as expected, be adopted widely, or become economically viable. Engine manufacturers, classification societies, and regulatory bodies are still finalizing standards for design, safety, bunkering, handling, and emissions. As a result, technical requirements, compliance obligations, and capital costs may increase materially and unpredictably. Ammonia presents unique safety and operational risks, including toxicity, corrosiveness, and the potential for releases that could endanger crew, port personnel, or the environment. Operational protocols for storage, fuel containment, ventilation, and emergency response remain under development. Failure of new technology to perform reliably could result in vessel downtime, elevated maintenance costs, liability claims, regulatory penalties, or reputational harm. These risks apply, in particular, to our Amon Joint Venture, which intends to acquire two newbuild 51,530 cubic meter capacity ammonia-fueled liquefied ammonia carriers. Investments in ammonia-fueled engines may also become obsolete if alternative decarbonization pathways or carbon-capture technologies prove more practical or cost-effective. 15 The loss of or inability to operate any of our vessels could result in a significant loss of revenues and cash flow which could adversely affect our business, financial condition and operating results. We do not carry loss of hire insurance. If, at any time, we cannot operate any of our vessels including due to mechanical problems, lack of seafarers to crew a vessel, prolonged drydocking periods, loss of certification, the loss of any charter or otherwise, our business, financial condition and operating results will be materially adversely affected. In the worst case, we may not receive any revenues because of the inability to operate any of our vessels, but we may be required to pay expenses necessary to maintain the vessel in proper operating condition. Adverse global economic conditions and outbreaks of infectious diseases could have a material adverse effect on our business, financial condition and operating results. Adverse global economic conditions may negatively impact our business, financial condition, operating results and cash flows in ways that we cannot predict. Adverse economic conditions may lead to a decline in our customers’ operations or ability to pay for our services, which could result in decreased demand for our vessels. There has historically been a strong link between the development of the world economy and the demand for energy, including liquefied gases. Global financial markets and economic conditions have been volatile in recent years and remain subject to significant vulnerabilities, including trade wars between the U.S. and China or others, the effects of volatile energy prices and continuing turmoil and hostilities in Russia, Ukraine, the Middle East, the Korean Peninsula, North Africa and other geographic areas. An extended period of adverse global economic conditions or a tightening of the credit markets could reduce the overall demand for liquefied gases and have a negative impact on us, or our customers. Any of these or similar potential developments, or market perceptions concerning these and related issues, could affect our business, financial condition and operating results. Our operations are also subject to risks related to outbreaks of infectious diseases. Epidemics, pandemics or other health crises, similar to the prior outbreak of COVID-19, may negatively affect economic conditions or restrict the seaborne transportation of products, including LPG and petrochemical products. Furthermore, a future economic slowdown could have an impact on our customers and/or suppliers including, among other things, causing them to fail to meet their obligations to us. Similarly, a future economic slowdown could affect lenders participating in our secured term loan and revolving credit facilities, making them unable to fulfill their commitments and obligations to us. Any reductions in activity owing to such conditions or failure by our customers, suppliers, or lenders to meet their contractual obligations to us could adversely affect our business, financial condition and operating results. Due to our lack of vessel diversification, adverse developments in the seaborne liquefied gas transportation business could adversely affect our business, financial condition and operating results. We rely primarily on the cash flow generated from vessels that operate in the seaborne liquefied gas transportation business. Unlike some other shipping companies, which have vessels that carry drybulk, crude oil and oil products, we depend exclusively on the transport of LPG, petrochemicals and ammonia. Due to our lack of diversification, an adverse development in the international liquefied gas shipping industry could have a significantly greater impact on our business, financial condition and operating results than it could if we maintained a more diverse fleet of vessels. If in the future our business activities involve countries, entities or individuals that are subject to restrictions imposed by the U.S. or other governments, we could be subject to enforcement action and our reputation and the market for our common stock could be adversely affected. The tightening of U.S. sanctions in recent years has affected non-U.S. companies. In particular, sanctions against Iran have been significantly expanded. In 2012, the U.S. signed into law the Iran Threat Reduction and Syria Human Rights Act of 2012 (“TRA”), which placed further restrictions on the ability of non-U.S. companies to do business or trade with Iran and Syria. A major provision in the TRA is that issuers of securities must disclose to the U.S. Securities and Exchange Commission (“SEC”) in their annual and quarterly reports if the issuer or “any affiliate” has “knowingly” engaged in certain activities involving Iran during the timeframe covered by the report. This disclosure obligation is broad in scope in that it requires the reporting of activity that could not be considered a violation of U.S. sanctions as well as violative conduct and is not subject to a materiality threshold. The SEC publishes these disclosures on its website and the President of the United States must initiate an investigation in response to all disclosures. Recently, the Office of Foreign Assets Control ("OFAC") has increased sanctions on non-U.S. entities deemed to be facilitating Iran’s petroleum and petrochemical trade, which has led to a growing number of sanctions designations and penalties against shipping companies and vessels. In addition to the sanctions against Iran, the U.S. also maintains sanctions that target other countries, entities and individuals. Although non-U.S. persons generally are not subject to these sanctions, they can be held liable if they engage in transactions completed in part in the United States or by U.S. persons (for example, by wiring an international payment that clears through a U.S. financial institution). In addition, the U.S. maintains certain indirect, or secondary, sanctions that provide authority for the imposition of U.S. sanctions on non-U.S. persons that engage in certain sanctionable conduct that need to be considered by non-U.S. companies. It should also be noted that other governments have implemented versions of U.S. sanctions. We believe that we are in compliance with all applicable sanctions and embargo laws and regulations imposed by the U.S., the United Nations, European Union countries and the United Kingdom and we intend to maintain such compliance. However, there can be no assurance that we will comply in the future, particularly as the scope of certain laws may be unclear and may be subject to changing interpretations. Violations of U.S. sanctions via transactions with a U.S. jurisdictional nexus can result in substantial civil or criminal penalties. A range of sanctions may be imposed on non-U.S. companies that engage in sanctionable activities within the scope of U.S. secondary sanctions, up to and including the blocking of any property subject to 16 U.S. jurisdiction in which the sanctioned Company has an interest, which effectively results in a prohibition on transactions or dealings involving securities of the sanctioned Company or the sanctioned Company losing access to the U.S. financial system. Any such violation could also result in fines or other penalties and could result in some investors deciding, or being required, to divest their interest, or not to invest, in our common stock. Additionally, some investors may decide to divest their interest, or not to invest, in our common stock simply because we may do business with companies that do business in sanctioned countries. Investor perception of the value of our common stock may also be adversely affected by the consequences of war, the effects of terrorism, civil unrest and governmental actions in these and surrounding countries. Failure to comply with the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act and other anti-bribery legislation in other jurisdictions could result in fines, criminal penalties or contract termination, and could have an adverse effect on our business. We operate in several countries throughout the world, including countries known to have a reputation for corruption. We are committed to doing business in accordance with applicable anti-corruption laws and have adopted a code of business conduct and ethics. We are subject, however, to the risk that we, our affiliated entities or our or their respective officers, directors, employees and agents may take actions determined to be in violation of anti-corruption laws, including the U.S. Foreign Corrupt Practices Act of 1977 and the U.K. Bribery Act 2010. Any such violation could result in substantial fines, sanctions, civil and/or criminal penalties, curtailment of operations in certain jurisdictions, and might adversely affect our business, operating results or financial condition either temporarily or permanently. In addition, actual or alleged violations could damage our reputation and ability to do business. Furthermore, detecting, investigating, and resolving actual or alleged violations is expensive and could consume significant time and attention of our senior management. In February 2025, as part of an investigation into allegations of corruption, Muhamad Kerry Adrianto and certain other business partners and executives of PT Pertamina (Persero), Indonesia's state-owned energy company (“Pertamina”), were arrested by Indonesian authorities. The allegations relate to the mismanagement of crude oil and oil refinery products at Pertamina between 2018 and 2023. The legal proceedings linked with the investigation by local authorities relating to nine individuals concluded in February 2026, with all nine defendants being found guilty. Mr. Adrianto was given a custodial sentence of 15 years, a fine of around $60,000 and an order to pay compensation of approximately $173 million. On March 5, 2026, Mr. Adrianto lodged an appeal to his sentence with the High Court in Indonesia and we continue to monitor developments. Mr Adrianto served as a director of PTNK, our Indonesian joint venture, until September 2025 when he was replaced as a director of PTNK. We continue to believe that the events surrounding Mr. Adrianto will not have a material impact on the Company or our operations. On December 31, 2025, two unencumbered vessels in our fleet and approximately $39.5 million cash, which is recorded as restricted cash, were owned by PTNK. The vessels were previously on time charter for the transportation of liquefied petroleum gas within Indonesia, the last and most recent of which expired by its terms in February 2025. We rely on our information systems to conduct our business, and failure to protect these systems against security breaches could disrupt our business and adversely affect our operating results. We rely on information technology systems and networks in our operations, and those of our third-party vendors, suppliers and other business partners, including processing, transmitting and storing electronic and financial information, communication with our vessels and the administration of our business. Information systems are vulnerable to security breaches by cyber terrorists and our operations could be targeted by individuals or groups seeking to sabotage or disrupt our information technology systems and networks, or to steal data. A successful cyber-attack could materially disrupt our operations, including the safety of our operations, or lead to unauthorized access, release or alteration of information on our systems or the systems of our service providers, vendors or customers. Any such attack or other breach of our information technology systems, or those of our third party service providers or customers, could have a material adverse effect on our business, operating results, financial condition, our reputation, or cash flows. In addition, the unavailability of the information systems or the failure of these systems to perform as anticipated including any failure in disaster recovery plans or data backups for us or our third-party technical managers for any reason could disrupt our business. We may be required to incur significant additional costs to remediate, modify or enhance our information technology systems or to try to prevent any such attacks. The Russian invasion of Ukraine has been accompanied by cyber-attacks against the Ukrainian government and other countries in the region. It is possible that these attacks could have collateral effects on additional critical infrastructure and financial institutions globally, which could adversely affect our operations. Further, we or our customers or suppliers may be subject to retaliatory cyberattacks perpetrated by Russia, state-sponsored groups or other supporting groups in response to economic sanctions and other actions taken against Russia as a result of its invasion of Ukraine. It is difficult to assess the likelihood of such threat and any potential impact, but it could adversely affect our business and financial condition. Certain cyber incidents, such as surveillance or reconnaissance, may remain undetected for an extended period. Our systems for protecting against cybersecurity risks may not be sufficient. As cyberattacks continue to evolve, including those leveraging artificial intelligence, we may be required to expend significant additional resources to continue to modify or enhance our protective measures or to investigate and remediate any vulnerabilities to cyberattacks. In addition, new laws and regulations governing data privacy, cybersecurity, and the unauthorized disclosure of confidential information pose increasingly complex compliance challenges and potentially elevate costs, and any failure to comply with these laws and regulations could result in significant penalties and legal. 17 Our business is subject to laws and regulations regarding data privacy and data protection. The regulatory environment relating to data privacy and data protection is constantly evolving and can be subject to significant change. Laws and regulations governing data privacy and the unauthorized collection, processing or disclosure of personal information, including the European Union General Data Protection Regulation and a growing number of U.S. state laws and regulations such as the California Consumer Privacy Act, pose increasingly complex compliance challenges and potentially elevate our costs. Any failure, or perceived failure, by us to comply with applicable data privacy and data protection laws could result in proceedings or actions against us by governmental entities or others, subject us to significant fines, penalties, judgments and negative publicity, require us to change our business practices, increase the costs and complexity of compliance, and adversely affect our business. As noted above, we are also subject to the possibility of cyber-attacks, which themselves may result in a violation of these laws. Finally, if we acquire a company that has violated or is not in compliance with applicable data privacy and data protection laws, we may incur significant liabilities and penalties as a result. Maritime claimants could arrest our vessels, which could interrupt our cash flow. Crew members, suppliers of goods and services to a vessel, shippers of cargo, cargo receivers and other parties may be entitled to a maritime lien against one or more of our vessel for unsatisfied debts, claims or damages. In many jurisdictions, a maritime lienholder may enforce its lien by arresting a vessel through foreclosure proceedings. The arrest or attachment of one or more of our vessels could interrupt our cash flow and require us to pay large sums to have the arrest lifted. In addition, in some jurisdictions, such as South Africa, under the “sister ship” theory of liability, a claimant may arrest both the vessel that is subject to the claimant’s maritime lien and any “associated” vessel, which is any vessel owned or controlled by the same owner. Claimants could try to assert “sister ship” liability against all of the vessels in our fleet for claims relating to only one of our ships. The arrest of any of our vessels could adversely affect our business, financial condition and operating results. A shortage of qualified officers or seafarers could make it more difficult to crew our vessels and increase our operating costs. If a shortage were to develop, it could impair our ability to operate and have an adverse effect on our business, financial condition and operating results. Our liquefied gas carriers require technically skilled officers with specialized training. As the global liquefied gas carrier fleet and the liquefied natural gas, or “LNG,” carrier fleet grows, the demand for such technically skilled officers increases and could lead to a shortage of such personnel. If we or our crewing managers were to be unable to employ such technically skilled officers, including as a result of the invasion of Ukraine by Russia and government responses thereto, we or they could not be able to adequately staff our vessels and effectively train crews. The development of a shortage of technically skilled officers or an inability of us or our crewing managers to attract and retain such qualified officers could impair our ability to operate and increase the cost of crewing our vessels and, thus, materially adversely affect our business, financial condition and operating results. Please read “Item 4—Information on the Company—Business Overview—Crewing.” Compliance with safety and other vessel requirements imposed by classification societies may be costly and could adversely affect our business, financial condition and operating results. The hull and machinery of every commercial vessel must be classed by a classification society authorized by its country of registry. The classification society certifies that a vessel is safe and seaworthy in accordance with the applicable rules and regulations and in accordance with the country of registry of the vessel and the Safety of Life at Sea Convention (SOLAS).Our vessels are enrolled with either Lloyds Register or DNV. As part of the certification process, a vessel must undergo annual surveys, intermediate surveys and special surveys. A vessel’s machinery is subject to a continuous survey cycle, under which the machinery could be surveyed periodically over a five-year period. All of the vessels in our existing fleet operate a planned maintenance system, or “PMS,” and as such the classification society attends on-board once every year to survey on-board equipment, ensuring all equipment subject to survey, is surveyed once in every five year period. Each of the vessels in our fleet must conduct an underwater hull survey two times every five years. One survey must be completed while dry docked and the other may be an in-water survey in lieu of a dry dock. The in-water survey must be performed by an approved diving company in the presence of a surveyor from the classification society. Vessels older than 15 years old must dry dock at each hull survey. If any vessel does not maintain its class and/or fails any annual survey, intermediate survey or special survey, the vessel will be unable to trade between ports and will be unemployable. This could adversely affect our business, financial condition and operating results. Delays in deliveries of newbuildings or acquired vessels, or deliveries of vessels with significant defects, could harm our operating results, affect our ability to finance the vessels, and lead to the termination of any related charters that may be entered into prior to their delivery. We have entered into agreements to construct the Four Ethylene Newbuild Vessels and the Two Ammonia Newbuild Vessels, and we may purchase or order additional vessels from time to time. Delivery of any new vessel on order or under construction could be delayed, not completed or cancelled, which could delay or eliminate our expected receipt of revenues from any employment of any such vessels. The delivery of any acquired vessel or newbuilding with substantial defects could have similar consequences. Our receipt of newbuildings (including the Four Ethylene Newbuild Vessels and the Two Ammonia Newbuild Vessels) could be delayed because of many factors, including: 18 •quality or engineering problems; •changes in governmental regulations or maritime self-regulatory organization standards; •work stoppages or other labor disturbances at the shipyard; •material problems, bankruptcy, or other financial crisis of the shipbuilder or the provider of any refund guarantee; •hostilities or political or economic disturbances in the locations where the vessels are being built; •weather interference or catastrophic event, such as a major earthquake or fire; •our requests for changes to the original vessel specifications; •shortages of, or delays in the receipt of necessary construction materials, such as steel or suitable skilled shipyard workers; •our inability to obtain sufficient financing for the purchase of the vessels or to make timely payments; •our inability to obtain requisite permits or approvals. We do not typically carry delay of delivery insurance to cover any losses that are not covered by delay penalties in our construction contracts or any purchase contracts. As a result, if delivery of a vessel is materially delayed, it could adversely affect our business, financial condition and operating results. Our growth depends on our ability to expand relationships with existing customers and obtain new customers, for which we will face substantial competition. The process of obtaining new charters is highly competitive, generally involves an intensive screening process and competitive bids, and often extends for several months or even years. Contracts are awarded based upon a variety of factors, including: •the shipowner’s industry relationships, experience and reputation for customer service, quality operations and safety record; •the competitiveness of the bid in terms of the vessel’s overall economics; •the quality, experience and technical capability of the crew; •the age, type, capability and versatility of our vessels; •the shipowner’s willingness to accept operational risks pursuant to the charter, such as allowing termination of the charter for force majeure events. We expect substantial competition for providing seaborne transportation services from a number of experienced companies. As a result, we may be unable to expand our relationships with existing customers or to obtain new customers on a profitable basis, if at all, which could have a material adverse effect on our business, financial condition and operating results. The marine transportation industry is subject to substantial environmental and other regulations, which may limit our operations and increase our expenses. Our operations are affected by extensive and changing environmental protection laws and other regulations and international treaties and conventions, including those relating to equipping and operating vessels and vessel safety. These include the U.S. Oil Pollution Act of 1990, or “OPA 90,” the U.S. Clean Water Act, the U.S. Maritime Transportation Security Act of 2002 and regulations of the International Maritime Organization (“IMO”), including the International Convention on Civil Liability for Oil Pollution Damage of 1969, as from time to time amended and generally referred to as the "CLC", the IMO International Convention for the Prevention of Pollution from Ships of 1975, as from time to time amended and generally referred to as "MARPOL", the International Convention for the Prevention of Marine Pollution of 1973, the IMO International Convention for the Safety of Life at Sea of 1974, as from time to time amended and generally referred to as "SOLAS", the IMO International Convention on Load Lines of 1966, as from time to time amended, the International Management Code for the Safe Operation of Ships and for Pollution Prevention, or the “ISM Code,” the International Convention on Civil Liability for Bunker Oil Pollution Damage, generally referred to as the "Bunker Convention", and the European Union 2015 Regulation on the monitoring, reporting, and verification of carbon dioxide emissions from maritime transport. We have incurred, and expect to continue to incur, substantial expenses in complying with these laws and regulations, including expenses for vessel modifications and changes in operating procedures. Additional laws, regulations, treaties and conventions may be adopted that could limit our ability to do business or further increase costs, which could harm our business. In addition, failure to comply with applicable laws and regulations may result in administrative and civil penalties, criminal sanctions or the suspension or termination of operations. In addition, we believe that the heightened environmental, quality and security concerns of the public, regulators, insurance underwriters and charterers will generally lead to additional regulatory requirements, including enhanced risk assessment and security requirements, greater inspection and safety requirements on all vessels in the marine transportation markets and possibly restrictions on the emissions of greenhouse gases from the operation of vessels. These requirements are likely to add incremental costs to our operations and the failure to comply with these requirements may affect the ability 19 of our vessels to obtain and, possibly, collect on insurance or to obtain the required certificates for entry into the different ports where we operate. Please read “Item 4—Information on the Company—Business Overview—Environmental and Other Regulation” for a more detailed discussion on these topics. Climate change concerns, greenhouse gas emissions, and other environmental schemes, may adversely impact our operations and markets. Due to concern over the risk of climate change, a number of countries and the IMO have adopted, or are considering the adoption of, regulatory frameworks to reduce greenhouse gases from vessel emissions. These regulatory measures may include, among others, adoption of cap and trade regimes, carbon taxes, increased energy efficiency standards and incentives or mandates for renewable energy. Additionally, laws and/or a treaty may be adopted in the future that includes restrictions on shipping emissions. Compliance with changes in laws and regulations relating to climate change could increase our costs of operating and maintaining our vessels, increase the cost of newbuilds, and could require us to make significant financial expenditures that we cannot predict with certainty at this time. Adverse effects upon the oil and gas industry relating to climate change, including growing public concern about the environmental impact of climate change, may also have an effect on demand for our services and our vessels. For example, increased regulation of greenhouse gases or other concerns relating to climate change may reduce the demand for oil and gas in the future or create greater incentives for use of alternative energy sources. Our customers may also limit the age of vessels that they charter as a result of changes in environmental laws or emission standards, resulting in shortened estimated useful lives of our vessels. Any long-term material adverse effect on the oil and gas industry or customer preference for younger vessels could have a significant financial and operational adverse impact on our business that we cannot predict with certainty at this time. Over the past several years, changing weather patterns and climatic conditions have added to the unpredictability and frequency of natural disasters in certain parts of the world, including regions in which we operate or intend to operate, and have created additional uncertainty as to future weather trends and associated impacts. Our Ethylene Export Terminal is situated in Houston, Texas, along the northern coast of the Gulf of Mexico. Climate change is expected to have adverse physical impacts on this geographical region and necessary mitigation measures could therefore be required. There are a range of climatic events that could cause a significant impact on our Ethylene Export Terminal. For example, rising sea levels induced by thermal expansion and the continued melting of polar ice caps may halt operations in the long-term in the event of coastal erosion or severe local flooding. Extreme weather events, such as the hurricanes witnessed in 2020 and the ‘Texas freeze’ of February 2021 could become more frequent and/or of higher intensity. While there is a marginal degree of predictability, the dynamic and fast-moving nature of climate change will continue to present a significant operational and financial risk over the short- and long-term as more frequent disasters mean less time to prepare for and recover from each one. Further, we cannot predict whether or to what extent damage that may be caused by natural events, such as hurricanes, monsoons and other severe or catastrophic storms, will cause damage to our vessels and disruption to our operations and cause other adverse financial and operational impacts, including impacts on our customers. In particular, if one of the regions in which our vessels are operating is impacted by such a natural catastrophe in the future, it could have a material adverse effect on our business. Increased scrutiny from stakeholders and others regarding climate change, as well as our ESG practices and reporting responsibilities, could result in additional costs or risks and adversely impact our business and reputation. Increased scrutiny from investors, lenders, regulators, and other stakeholders regarding climate change and ESG practices could result in additional costs, operational constraints, or reputational damage, which may adversely affect our business, financial condition, or share price. Companies across industries are increasingly expected to demonstrate compliance with evolving ESG standards, and failure to meet investor or stakeholder expectations, even absent legal requirements, could harm our reputation and access to capital. The SEC has heightened its focus on climate-related disclosure. In 2021, the SEC established a Climate and ESG Task Force to identify ESG-related misconduct and proposed rules requiring public companies, including foreign private issuers, to disclose climate-related information. In March 2024, the SEC adopted the Final Rule on the Enhancement and Standardization of Climate-Related Disclosures for Investors (the “Final Rule”), though litigation challenging the rule is pending before the U.S. Court of Appeals for the Eighth Circuit, and its ultimate outcome remains uncertain. State-level ESG disclosure requirements in the U.S., including greenhouse gas reporting obligations beginning in 2026, and international initiatives such as the European Union’s Corporate Sustainability Reporting Directive (“CSRD”) and related European Sustainability Reporting Standards (“ESRS”), may also require extensive reporting irrespective of the federal rulemaking outcome. The International Maritime Organization (“IMO”) has implemented and continues to propose regulations aimed at reducing greenhouse gas emissions from shipping. These include the Energy Efficiency Existing Ship Index (“EEXI”), the Carbon Intensity Indicator (“CII”), the Ship Energy Efficiency Management Plan (“SEEMP”), restrictions on the use of heavy fuel oil in Arctic waters, and other measures under the 2023 IMO GHG Strategy. Non-compliance could require vessel retrofits, operational adjustments, or temporary removal of vessels from service, which may result in increased costs or lost revenue. Further, proposed international measures, including a potential marine greenhouse gas pricing mechanism and contributions to a GHG Strategy Implementation Fund, could impose additional obligations. Compliance with both mandatory and voluntary ESG frameworks, such as the Task Force on Climate-related Financial Disclosures (“TCFD”), the International Sustainability Standards Board (“ISSB”), and the Carbon Disclosure Project (“CDP”), may increase reporting costs and expose us to reputational risk if our disclosures or performance are perceived as inadequate. Additionally, commitments by us or our customers to reduce emissions or decarbonize operations may require significant capital expenditures and vessel modifications. Investor focus on ESG issues, including divestment initiatives targeting fossil fuels or increased scrutiny of environmental performance, may affect our ability to access capital or maintain customer and supplier relationships. We align certain corporate responsibility activities with the United Nations 20 Sustainable Development Goals (“SDGs”) and publish an annual ESG Report; however, evolving expectations for ESG performance and reporting could increase costs and adversely affect our business, financial condition, and access to capital. Changes in the law and regulations relating to the use of, or a decrease in the demand for, single use plastics and increased concerns or restrictions relating to waste plastics could adversely impact our business. There is public concern surrounding the accumulation of plastics in the environment and, as a result, concerning the use of single use plastics more generally. Plastics are derived or manufactured largely from the petrochemical gases that we transport. Such public concern could reduce consumer demand for plastic products and result in laws and regulations restricting the use of plastics, which could limit or reduce the demand and need for petrochemical gases to be transported and could have a significant adverse impact on our business, financial condition, and operating results. Competition from larger or more technologically advanced liquefied gas carriers could reduce our charter hire income and the value of our vessels. The charter rates and the value and operational life of a vessel are determined by several factors including the vessel’s efficiency, operational flexibility and physical life. Efficiency includes fuel consumption, speed and the ability to be loaded and discharged quickly. Flexibility includes the ability to enter ports, utilize related docking facilities and pass through canals and straits. The length of a vessel’s physical life is related to the original design and construction, maintenance, and the impact of the stress of operations. If new liquefied gas carriers are built that are more energy and environmentally efficient or use alternative fuels for propulsion and, as a result, have greater speed, consume less fuel, or have lower greenhouse gas emissions, or are more flexible or have longer physical lives than our vessels, competition from these more technologically advanced liquefied gas carriers could adversely affect demand for our vessels, the charter rates we receive for our vessels once their current charters are terminated, and the resale value of our vessels. As a result, our business, financial condition and operating results could be adversely affected. Acts of piracy on any of our vessels or on other ocean going vessels could adversely affect our business, financial condition and operating results. Acts of piracy have historically affected ocean-going vessels trading in regions of the world such as the South China Sea, the Gulf of Aden off the coast of Somalia, and West Africa. If such piracy attacks result in regions in which our vessels are deployed being named on the Joint War Committee Listed Areas, war-risk insurance premiums payable for such coverage could increase significantly and such insurance coverage might become more difficult to obtain. In addition, crew costs, including costs that may be incurred to the extent we employ on-board security guards, could increase in such circumstances. We may not be adequately insured to cover losses from these incidents, which could have a material adverse effect on us. In addition, detention or hijacking as a result of an act of piracy against our crew or vessels could require a significant amount of management time negotiating the release of crew members or the vessel and could have a material adverse impact on our business, financial condition and operating results. Terrorist attacks, increased hostilities, piracy on ocean-going vessels, political change or war could lead to further economic instability, increased costs and disruption of business. Terrorist attacks may adversely affect our business, operating results, financial condition, ability to raise capital, and future growth. The continuing hostilities in Ukraine, the Middle East and elsewhere may spread and lead to additional armed conflicts or to further acts of terrorism and civil disturbance in the United States or elsewhere, which may contribute further to economic instability and disruption of production and distribution of LPG, petrochemical gases and ammonia, which could result in reduced demand for our services. In addition, petrochemical production and terminal facilities and vessels that transport petrochemical products could be targets of future terrorist attacks. Any such attacks could lead to, among other things, bodily injury or loss of life, vessel or other property damage, increased vessel operational costs, including insurance costs, and the inability to transport gases to or from certain locations. Terrorist attacks, piracy, war or other events beyond our control that adversely affect the distribution, production or transportation of gases to be shipped by us could entitle customers to terminate our charters, which could harm our cash flow and business. In addition, the loss of a vessel as a result of terrorism or piracy could have a material adverse effect on our business, financial condition and operating results. Exposure to currency exchange rate fluctuations may cause fluctuations in our cash flows and operating results. Substantially all of our cash receipts are in U.S. Dollars, although some were in Indonesian Rupiah resulting from our joint venture operations that were conducted in Indonesia. Certain disbursements, including some vessel operating expenses and general and administrative expenses, are in the foreign currencies invoiced by the supplier, principally the Euro, the Danish Kroner and the British Pound Sterling. We remit funds in the various currencies invoiced. We convert the non-U.S. Dollar invoices received and their subsequent payments into U.S. Dollars when the transactions occur. This mismatch between the currency of receipts and payments may result in fluctuations if the value of the U.S. Dollar changes relative to such other currencies. Our ability to extract cash from our subsidiaries, joint ventures and variable interest entities may be limited, and could adversely affect our liquidity, tax position and operating results. A significant portion of our operations and cash generation is conducted through subsidiaries, joint ventures and variable interest entities. Cash and balances held within these entities are subject to local laws, regulations, contractual arrangements, and approvals that may restrict or delay distributions to the Company, including dividends, intercompany loans, or other upstream payments. Our ability to extract cash depends on our continued compliance with local corporate, tax and foreign exchange laws and regulations, as well as the cooperation of joint venture partners and counterparties. 21 If we are unable to extract cash from our entities as anticipated, we may be required to rely more heavily on external financing, retain excess cash locally, incur additional tax liabilities, or reassess the carrying value of our investments. Any of these outcomes could materially and adversely affect our liquidity, financial condition, operating results and ability to return capital to shareholders. Our insurance may be insufficient to cover losses that may occur to our vessels or result from our operations. We carry insurance to protect us against most of the accident-related risks involved in the conduct of our business, including marine hull and machinery insurance, protection and indemnity insurance, which includes pollution risks, crew insurance and war risk insurance. We may not be able to adequately insure against all risks, and any particular claim may not be paid by insurance. None of our vessels are insured against loss of revenues resulting from vessel offhire time. In addition, as a member of protection and indemnity associations, we may be required to make additional payments over and above budgeted premiums if members’ claims exceed association reserves. We may be unable to procure adequate insurance coverage at commercially reasonable rates in the future during adverse market conditions. Changes in the insurance markets attributable to war, terrorist attacks, or piracy may also make certain types of insurance more expensive or more difficult to obtain. In addition, the insurance may be voidable by the insurers as a result of certain actions, such as vessels failing to maintain certification with applicable maritime self-regulatory organizations. Any uninsured or under insured loss could have a material adverse effect on our business, financial condition and operating results. Any consolidated variable interest entity may enter into different financing arrangements, which could adversely affect our financial results. Refer to "Note 10. Variable Interest Entities" to our consolidated financial statements. For a description of our current financing arrangements including those of the VIE, please read “Item 5—Operating and Financial Review and Prospects—Liquidity and Capital Resources.” The funding arrangements negotiated by the VIE could adversely affect our financial results. Changes in interest rates affect the interest rate payable under our credit facilities, which may adversely affect our financial results. Amounts borrowed under our existing credit facilities bear interest at an annual rate ranging from 1.70% to 2.47% above the Secured Overnight Financing Rate (“SOFR”). Increases in SOFR rates affect the amount of interest payable on amounts that we borrow under our credit facilities, and may increase further, which could have an adverse effect on our operating results. The derivative contracts we have or may enter into to hedge our exposure to fluctuations in interest rates could result in higher interest rates and reductions in our shareholders’ equity, as well as charges against our income. We have entered into certain floating-to-fixed interest rate swaps and we may enter into further swaps for the purposes of managing our exposure to fluctuations in interest rates and foreign exchange rates applicable to indebtedness under our secured term loan and revolving credit facilities which were advanced at floating rates based on SOFR. However, our hedging strategies may not be effective and we may incur substantial losses if interest rates move materially differently from our expectations. To the extent our derivative contracts do not qualify and are not treated as hedges for accounting purposes, we recognize fluctuations in the fair value of such contracts in our statements of operations. In addition, changes in the fair value of derivative contracts, even those that qualify for treatment as hedges, will be recognized as derivative assets or liabilities on our balance sheet and can affect compliance with the covenant requirements in our secured term loan facilities. In addition, we may have to cash collateralize unrealized losses on these derivatives, thus reducing our liquidity covenants’ headroom. The unrealized gains or losses relating to changes in the fair value of our derivative instruments do not impact our cash flows. However, our financial condition could also be materially adversely affected to the extent we do not hedge our exposure to interest rate fluctuations under our financing arrangements under which loans have been advanced at a floating rate based on SOFR. Any hedging activities we engage in may not effectively manage our interest rate exposure or have the desired impact on our financial conditions or operating results. Our continuing ability to finance and refinance our debts and the availability and access to the debt and equity capital markets may be limited. The Company is reliant on our continuing ability to finance and refinance our debts and the availability and access to the debt and equity capital markets. In the event that the Company is unable to secure financing or refinancing in a timely manner it could adversely affect our business, financial condition and operating results. Our business depends upon certain key employees. Our future success depends to a significant extent upon certain members of our senior management team who have substantial experience in the shipping industry and with the Company and are crucial to the development of our business strategy and to the growth and development of our business. In the event of the loss of any of these individuals, we may be unable to recruit replacement individuals with the equivalent talent and experience, which could adversely affect our business, financial condition and operating results. 22 We are a holding company, and we depend on the ability of our subsidiaries to distribute funds to us in order to satisfy our financial obligations and pay dividends to our shareholders. We are a holding company and our subsidiaries conduct all of our operations and own all of our operating assets. We have no significant assets other than the equity interests in our subsidiaries. As a result, our ability to satisfy our financial obligations and pay dividends to our shareholders depends on our subsidiaries and their ability to distribute funds to us. The ability of a subsidiary to make these distributions could be affected by a claim or other action by a third-party, including a creditor, or by the Republic of the Marshall Islands law, which regulates the payment of dividends and distributions by entities formed thereunder. In addition, under our secured term loan facilities, Navigator Gas L.L.C., our wholly-owned subsidiary, our vessel-owning subsidiaries that are parties to the secured term loan facilities and revolving credit facilities and our Navigator Greater Bay Joint Venture may not make distributions to us out of operating revenues from vessels securing indebtedness thereunder, redeem any shares or make any other payment to our shareholders if an event of default has occurred and is continuing. Please read “Item 5—Operating and Financial Review and Prospects—". The inability of our subsidiaries to make distributions to us could have an adverse effect on our business, financial condition and operating results. Risks Relating to Our Common Stock We may issue additional equity securities without your approval, which could dilute your ownership. We may issue additional shares of common stock or other equity or equity-linked securities without the approval of our shareholders, subject to certain limited approval requirements of the NYSE. Among other things, although we do not currently intend to issue any new shares of common stock to finance the Four Ethylene Newbuild Vessels and the Two Ammonia Newbuild Vessels, we may finance all or a portion of the acquisition price of any future vessels that we agree to purchase or build, or any other acquisitions, through the issuance of additional shares of common stock. Our amended and restated articles of incorporation, which became effective on November 5, 2013, authorize us to issue up to 400,000,000 shares of common stock, of which 65,250,444 shares were outstanding as of December 31, 2025. The issuance by us of additional shares of common stock or other equity or equity-linked securities of equal or senior rank will have the following effects: •our shareholders’ proportionate ownership interest in us will decrease; •the relative voting strength of each previously outstanding share may be diminished; and •the market price of the common stock may decline. Future sales of our common stock could cause the market price of our common stock to decline. Sales of a substantial number of our shares of common stock in the public market, or the perception that these sales could occur, may depress the market price for our common stock. These sales could also impair our ability to raise additional capital through the sale of our equity securities in the future. Ultranav International ApS, a wholly owned subsidiary of Naviera Ultranav Dos Limitada (“Ultranav”) and BW Group, our principal shareholders, owned 32.49% and 22.82% of our common stock respectively, as of March 12, 2026. In the future,Ultranav or BW Group may elect to sell large numbers of shares which may adversely affect the market price of our common stock. Ultranav and BW Group, two unrelated shareholders of the Company that, to our knowledge, act independently of each other, collectively, owned an aggregate of approximately 55% of our common stock as of December 31, 2025. Each may exert considerable influence on, and together they could control, actions requiring a shareholder vote, and they could acquire additional shares of our common stock, further reducing liquidity in the market. Ultranav and BW Group are two unrelated shareholders of the Company that to our knowledge act independently of each other with respect to decisions regarding their respective ownership interests. However, collectively Ultranav and BW Group own an aggregate of approximately 55% of our common stock (approximately 32.49% and 22.82% respectively, as of March 12, 2026). Accordingly, individually, either of such shareholders may exert considerable influence on actions requiring a shareholder vote and, collectively, they could control all or nearly all such actions. The interests of these shareholders may be different from your interests. They may vote in favor of, for instance, a proposed business combination (or in favor of any corporate action requiring a shareholder vote) potentially in a manner, at a time, at a price, or on other terms and conditions that our other shareholders do not otherwise support or find desirable. Further, while we are not aware of any agreement or intention of Ultranav and BW Group to vote together on the shares of our common stock owned by them on any matter on which our shareholders are entitled to vote, there is no assurance that such agreement or intention will not be reached in the future (in which case, their combined voting power could enable them to control all or nearly all such matters). We have entered into an investor rights agreement with each of Ultranav and BW Group, which provides, among other things, each of Ultranav and BW Group with the right to designate two members of the board of directors of Navigator (provided that they maintain certain ownership levels in the Company) and with certain registration rights and informational rights. Ultranav has exercised its director designation right. BW Group does not have any designees on our Board but could elect to do so in the future, assuming they continue to satisfy the ownership level requirements. If either Ultranav and BW Group were to acquire additional shares of our common stock, it could further reduce liquidity in the market for our common stock, as well as further increase their respective influence on and their potential ability to collectively control shareholder actions. 23 We have declared dividends in the past but we can give no assurance that dividends will be paid in the future, in any amount or at all. While we have recently declared and paid quarterly dividends in line with our Return of Capital Policy, we are not required to pay dividends and any determination to pay dividends and the timing and amount of any such dividend in the future will be at the discretion of our board of directors and will depend on, among other things, business conditions, our financial condition and operating results, our liquidity, profits, capital expenditures and commitments, market prospects, investment opportunities, the provisions of Marshall Islands law affecting the payment of dividends to shareholders, the terms and restrictions of our existing and future credit facilities, other debt agreements, and other contractual restrictions. Holders of our common stock are entitled to receive only such dividends as our board of directors may declare out of funds legally available for such payments. The Republic of Marshall Islands laws generally prohibit the payment of dividends other than from surplus or while a company is insolvent or could be rendered insolvent by the payment of such a dividend. We may not have sufficient surplus (or otherwise be in compliance with relevant entity laws with respect to dividends and distributions) in the future to allow us to pay dividends to our common shareholders and our subsidiaries may not have sufficient funds or surplus to make distributions to us. The shipping industry is highly volatile, and we cannot predict with certainty the amount of cash, if any, that will be available for distribution as dividends to our common stockholders in any period. Also, there may be a high degree of variability from period to period in the amount of cash that is available for the payment of dividends to our common stockholders. We may incur expenses or liabilities or be subject to other circumstances in the future that reduce or eliminate the amount of cash that we have available for distribution as dividends to our common stockholders, including as a result of the risks described in this annual report. Our growth strategy contemplates that we will primarily finance potential acquisitions of additional vessels through debt financings or the net proceeds. If financing is not available to us on acceptable terms, our board of directors may determine to finance or refinance acquisitions with cash from operations, which could reduce the amount of any cash available for the payment of dividends to our common stockholders. We can give no assurance that dividends will be paid in the future in any amount or at all. The obligations of being and remaining a public company require significant resources and management attention. As a public company in the United States, we are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, or the “Exchange Act,” and the Sarbanes-Oxley Act of 2002, or the “Sarbanes-Oxley Act,” the listing requirements of the NYSE and other applicable securities rules and regulations. The Exchange Act requires that we file annual and current reports with respect to our business, financial condition and operating results. The Sarbanes-Oxley Act requires, among other things, that we establish and maintain effective internal controls and procedures for financial reporting. We have made, and will continue to make, changes to our internal controls and procedures for financial reporting and accounting systems to meet our reporting obligations as a public company. However, the measures we continue to take may not be sufficient to satisfy our obligations as a public company. In addition, changing laws, regulations, and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs and making some activities more time consuming. These laws, regulations, and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We intend to continue to invest resources to comply with evolving laws, regulations, and standards, and this investment may result in increased general and administrative costs and a diversion of management’s time and attention from revenue-generating activities to compliance activities. If our efforts to comply with new laws, regulations, and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to their application and practice, regulatory authorities may initiate legal proceedings against us and our business, whereby our financial condition, operating results and cash flow could be adversely affected. If we fail to maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results or prevent fraud, and shareholders could lose confidence in our financial and other public reporting, which could harm our business and the trading price of our common stock. Effective internal control over financial reporting is necessary for us to provide reliable financial reports and, together with adequate disclosure controls and procedures, are designed to prevent fraud. Any failure to implement required new or improved controls, or difficulties encountered in their implementation, could cause us to fail to meet our reporting obligations. In addition, any testing we conduct in connection with Section 404 of the Sarbanes-Oxley Act, or any testing conducted by our independent registered public accounting firm, may reveal deficiencies in our internal control over financial reporting that are deemed to be material weaknesses or that may require prospective or retroactive changes to our consolidated financial statements or identify other areas for further attention or improvement. Ineffective internal control could also cause investors to lose confidence in our reported financial information, limit our ability to access capital markets or require us to incur additional costs to improve our internal control and disclosure control systems and procedures, which could harm our business and have a negative effect on the trading price of our securities. We may lose our foreign private issuer status in the future, which could result in significant additional costs. We are a “foreign private issuer,” as such term is defined in Rule 405 under the Securities Act of 1933, as amended, and therefore, we are not required to comply with all the periodic disclosure and current reporting requirements of the Exchange Act and related rules and regulations. Under Rule 405, the determination of foreign private issuer status is made annually on the last business day of an issuer’s most recently completed second fiscal quarter. 24 In the future, we could lose our foreign private issuer status if a majority of our shareholders, directors or management are U.S. citizens or residents and we fail to meet additional requirements necessary to avoid loss of foreign private issuer status. The regulatory and compliance costs to us under U.S. securities laws as a U.S. domestic issuer may be significantly higher. If we are not a foreign private issuer, we will be required to file periodic reports and registration statements on U.S. domestic issuer forms with the SEC which are more detailed and extensive than the forms used by a foreign private issuer. For example, the annual report on Form 10-K requires domestic issuers to disclose executive compensation information on an individual basis with specific disclosure regarding the domestic compensation philosophy, objectives, annual total compensation (base salary, bonus, equity compensation) and potential payments in connection with change in control, retirement, death or disability, while the annual report on Form 20-F, including this annual report, permits foreign private issuers to disclose compensation information on an aggregate basis. We could also have to comply with U.S. federal proxy requirements, and our officers, directors and principal shareholders could become subject to the short-swing profit disclosure and recovery provisions of Section 16 of the Exchange Act. We may also be required to modify certain of our policies or lose our ability to rely upon exemptions from certain corporate governance requirements on U.S. stock exchanges that are available to foreign private issuers. As a Marshall Islands corporation our operations may be subject to economic substance requirements. The Council of the European Union, or the "Council", routinely publishes a list of non-cooperative jurisdictions for tax purposes, which includes countries that the Council believes need to improve their legal framework and to work towards compliance with international standards in taxation. E.U. member states have agreed upon a set of measures that they can choose to apply against listed countries, including, inter alia, increased monitoring and audits, withholding taxes and non-deductibility of costs, and although we are not aware of any such measures being adopted they can be adopted by one or more E.U. members states in the future. E.U. legislation prohibits E.U. funds from being channeled or transited through entities in non-cooperative jurisdictions. We are a Marshall Islands corporation with our principal office in London. Several of our subsidiaries are organized in the Republic of the Marshall Islands and Liberia. The Marshall Islands has enacted economic substance regulations with which we are obligated to comply. The Marshall Islands economic substance regulations require certain Marshall Islands entities that are not otherwise tax resident outside of the Marshall Islands that carry out particular activities to comply with a three-part economic substance test whereby each of those entities must show that it (i) is directed and managed in the Marshall Islands in relation to that relevant activity, (ii) carries out core income-generating activity in relation to that relevant activity in the Marshall Islands (although it is being understood and acknowledged by the regulators that income-generating activities for shipping companies will generally occur in international waters) and (iii) having regard to the level of relevant activity carried out in the Marshall Islands has (a) an adequate amount of expenditures in the Marshall Islands, (b) adequate physical presence in the Marshall Islands and (c) an adequate number of qualified employees in the Marshall Islands. If we fail to comply with our obligations under such legislation or any similar law applicable to us in any other jurisdictions, we could be subject to financial penalties and disclosure of information to foreign tax officials, or could be struck from the register of companies, in related jurisdictions. Any of the foregoing could be disruptive to our business and could have a material adverse effect on our business, financial condition and operating results. We do not know (i) whether the Marshall Islands or Liberia will be added to the list of non-cooperative jurisdictions, and, if so, how quickly they would be removed, (ii) how quickly the E.U. could react to any changes in legislation of the relevant jurisdictions, or (iii) how E.U. member states, E.U. banks or other counterparties will react while we or any of our subsidiaries remain as entities organized and existing under the laws of listed countries. The effect of the E.U. list of non-cooperative jurisdictions, and any noncompliance by us with any legislation adopted by applicable countries to achieve removal from the list, including economic substance regulations, could have a material adverse effect on our business, financial condition and operating results. We are incorporated in the Marshall Islands, which does not have a well-developed body of corporate law. Our corporate affairs are governed by our articles of incorporation and by-laws and by the Marshall Islands Business Corporations Act, or the “BCA.” The provisions of the BCA resemble provisions of the corporation laws of a number of states in the United States. However, there have been few judicial cases in the Republic of the Marshall Islands interpreting the BCA. The rights and fiduciary responsibilities of directors under the Republic of the Marshall Islands law are not as clearly established as the rights and fiduciary responsibilities of directors under statutes or judicial precedent in existence in certain U.S. jurisdictions. Shareholder rights may differ as well. While the BCA does specifically incorporate, with respect to non-resident entities like us, the non-statutory law, or judicial case law, of the State of Delaware and other states with substantially similar legislative provisions, our shareholders may have more difficulty in protecting their interests in the face of actions by the management, directors or controlling shareholders than could shareholders of a corporation incorporated in a U.S. jurisdiction. Because we are a Marshall Islands corporation, it may be difficult to serve us with legal processes or enforce judgments against us, our directors, or our management. We are a Marshall Islands corporation, and a substantial portion of our assets and several of our executive offices are located outside of the United States. A majority of our directors and officers are non-residents of the United States, and all or a substantial portion of the assets of these non-residents are located outside of the United States. As a result, it may be difficult or impossible for you to bring an action against us or against these individuals in the United States if you believe that your rights have been infringed under securities laws or otherwise. Even if you are successful in bringing an action of this kind, the laws of the Republic of the Marshall Islands and of other jurisdictions may prevent or restrict you from enforcing a judgment against our assets or the assets of our directors and officers for these types of actions. There is substantial doubt that the courts of the Republic of the Marshall Islands could (1) enter judgments in original actions brought in those courts predicated on U.S. federal or state securities laws; or (2) recognize or enforce against us or any of our officers, directors or experts, judgments of courts of 25 the United States predicated on U.S. federal or state securities laws. The Republic of the Marshall Islands does not have a general bankruptcy statute or general statutory mechanism for insolvency proceedings. Failure to timely complete the Company Redomiciliations (as defined below) could negatively affect the market price of our common stock. The Company in 2026 intends to seek shareholder approval in connection with a potential change in its corporate domicile from the Marshall Islands to England and Wales (the “Company Redomiciliation”). In connection with the Company Redomiciliation, the Company also has plans to redomicile various of its subsidiaries to England and Wales and / or Denmark and has formed new English and Danish subsidiaries and plans to move applicable assets of its various subsidiaries to the newly formed entities (the “Subsidiary Redomiciliations” and, together with the Company Redomiciliation, the “Redomiciliations”). The Company expects that the Redomiciliations will better align the Company’s corporate structure with its current and future business activities and financing plans. Our Board of Directors (the “Board”) has not yet approved the Company Redomiciliation, which will also need to be put before a meeting of the Company’s shareholders. If shareholder approval of the Company Redomiciliation is received and the Redomiciliations are ultimately completed, we do not expect that the Redomiciliations will have a material impact on our employees, our day-to-day business and operations, or our services to customers. We do not yet know when the Company Redomiciliation will be presented to the Company's shareholders, if at all. However, we have been working to present the matter to the Company's shareholders at our next Annual General Meeting, which we expect to take place in or around June 2026. Nothing in this report should be construed as an offer to sell, or the solicitation of an offer to buy, any securities in connection with the potential Redomiciliations, nor an agreement or promise that any redomiciliation will occur, nor is it a solicitation of any vote, consent or approval in connection with the potential Company Redomiciliation. If the planned Company Redomiciliation is not completed on the expected schedule, or if the planned Company Redomiciliation is not completed at all, trading in our common stock could be negatively affected. The market prices of our common stock currently and in the period prior to completion of the Company Redomiciliation (or failing to complete the Company Redomiciliation) may reflect a market assumption that the Company Redomiciliation will be completed. If the Company Redomiciliation is not completed, this could result in a negative perception by the stock market of the Company generally and a decline in the market price of our common stock. Provisions of our articles of incorporation and by-laws may have anti-takeover effects. Several provisions of our articles of incorporation, which are summarized below, may have anti-takeover effects. These provisions are intended to avoid costly takeover battles, lessen our vulnerability to a hostile change of control and enhance the ability of our board of directors to maximize shareholder value in connection with any unsolicited offer to acquire our company. However, these anti-takeover provisions could also discourage, delay or prevent the merger or acquisition of our company by means of a tender offer, a proxy contest or otherwise that a shareholder may consider in its best interest and the removal of incumbent officers and directors. Blank Check Preferred Stock. Under the terms of our articles of incorporation our board of directors has the authority, without any further vote or action by our shareholders, to issue up to 40,000,000 shares of “blank check” preferred stock. Our board could authorize the issuance of preferred stock with voting or conversion rights that could dilute the voting power or rights of the holders of our common stock. The issuance of preferred stock, while providing flexibility in connection with possible acquisitions and other corporate purposes, could, among other things, have the effect of delaying, deferring or preventing a change in control of us or the removal of our management and may harm the market price of our common stock. Election of Directors. Our articles of incorporation provide that the directors will be elected at each annual meeting of shareholders to serve until the next annual meeting of shareholders and until his or her successor shall have been duly elected and qualified, except in the event of his or her death, resignation, removal, or the earlier termination of his or her term of office. Our articles of incorporation do not provide for cumulative voting in the election of directors. These provisions may discourage, delay or prevent the removal of incumbent officers and directors. Advance Notice Requirements for Shareholder Proposals and Director Nominations. Our bylaws provide that, with a few exceptions, shareholders seeking to nominate candidates for election as directors or to bring business before an annual meeting of shareholders must provide timely notice of their proposal in writing to the corporate secretary. Generally, to be timely, a shareholder’s notice must be received at our principal executive office not less than 90 days or more than 120 days before the first-anniversary date of the immediately preceding annual meeting of shareholders. Our bylaws also specify requirements as to the form and content of a shareholder’s notice. These provisions may impede a shareholder’s ability to bring matters before an annual meeting of shareholders or make nominations for directors at an annual meeting of shareholders. Limited Actions by Shareholders. Our bylaws provide that only the board of directors may call special meetings of our shareholders and the business transacted at the special meeting is limited to the purposes stated in the notice. Risk Related to Taxation In addition to the following risk factors, please read “Item 4—Information on the Company—Business Overview—Taxation of the Company” and “Item 10—Additional Information—Taxation” for a more complete discussion of the expected material U.S. federal income tax considerations and non-U.S. income tax considerations relating to us and the ownership and disposition of our common stock. 26 We may be subject to additional taxes, which could adversely impact our business and financial results. We and our subsidiaries are subject to tax in the jurisdictions in which we or our subsidiaries are organized or operate. In computing our tax obligations in these jurisdictions, we are required to consider various tax accounting and reporting positions on matters that are not entirely free from doubt and for which we have not received rulings from the governing authorities. Upon review of these positions, the applicable authorities may disagree with our positions. A successful challenge by a tax authority could result in additional tax being imposed on us or our subsidiaries. In addition, changes in our operations or ownership could result in additional tax being imposed on us or our subsidiaries in jurisdictions in which operations are conducted, or deemed to be conducted, which could adversely impact our business and financial results. Moreover, tax laws, regulations and administrative practices in the jurisdictions in which we or our subsidiaries are organized or operate may be subject to significant change. For example, the United States enacted the Inflation Reduction Act (the “IRA”) on August 16, 2022. The IRA imposes, among other things, a 15% corporate alternative minimum tax on the adjusted financial statement income of certain taxpayers and a 1% excise tax on certain corporate stock repurchases occurring after December 31, 2022. In addition, the United States enacted the legislation commonly referred to as the One Big Beautiful Bill Act (the “OBBBA”) on July 4, 2025. The OBBBA includes a broad range of tax reform provisions affecting corporations, including, among other things, the permanent reinstatement of the “bonus” depreciation provisions that allow for the immediate expensing of 100% of the cost of certain qualified property acquired and placed in service after January 19, 2025, and the modification of certain international tax provisions effective for tax years beginning after December 31, 2025. We expect that the tax law changes under the IRA and OBBBA will not have a material adverse effect on our operating results going forward, but we are continuing to evaluate them. U.S. tax authorities could treat us as a “passive foreign investment company,” which could have adverse U.S. federal income tax consequences to U.S. shareholders. A non-U.S. entity treated as a corporation for U.S. federal income tax purposes will be treated as a “passive foreign investment company,” or “PFIC,” for U.S. federal income tax purposes for any taxable year in which at least 75% of its gross income consists of “passive income” or at least 50% of the average value of its assets produce, or are held for the production of, “passive income”. For the purposes of these tests, “passive income” includes dividends, interest, gains from the sale or exchange of investment property, and rents and royalties other than rents and royalties that are received from unrelated parties in connection with the active conduct of a trade or business. For the purposes of these tests, income derived from the performance of services does not constitute “passive income”. U.S. shareholders of a foreign corporation that are treated as a PFIC for any taxable year during their holding period are subject to a disadvantageous U.S. federal income tax regime with respect to the income derived by the PFIC, the distributions they receive from the PFIC, and the gain, if any, they derive from the sale or other disposition of their interests in the PFIC. Based on our current and projected method of operation we believe that we were not a PFIC for any prior taxable year, and we expect that we will not be treated as a PFIC for the current or any future taxable year. We believe that more than 25% of our gross income for each taxable year was or will be non-passive income, and more than 50% of the average value of our assets for each such year was or will be held for the production of such non-passive income. This belief is based on certain valuations and projections regarding our assets and income, and its validity is conditioned on the accuracy of such valuations and projections. While we believe such valuations and projections to be accurate, no assurances can be given that our assumptions and conclusions will continue to be accurate at any time in the future. Moreover, there are legal uncertainties involved in determining whether the income derived from our time-chartering activities constitutes rental income or income derived from the performance of services. In Tidewater Inc. v. United States, 565 F.3d 299 (5th Cir. 2009), the United States Court of Appeals for the Fifth Circuit, or the “Fifth Circuit,” held that income derived from certain time-chartering activities should be treated as rental income rather than services income for purposes of a provision of the Internal Revenue Code of 1986, as amended, or the “Code,” relating to foreign sales corporations. In that case, the Fifth Circuit did not address the definition of passive income or the PFIC rules; however, the reasoning of the case could have implications as to how the income from a time charter could be classified under such rules. If the reasoning of the case were extended to the PFIC context, the gross income we derive from our time-chartering activities may be treated as rental income, and we could likely be treated as a PFIC. In published guidance, the Internal Revenue Service, or “IRS,” stated that it disagreed with the holding in Tidewater and specified that time charters similar to those at issue in that case should be treated as service contracts. We have not sought, and we do not expect to seek, an IRS ruling on the treatment of income generated from our time-chartering activities. As a result, the IRS or a court could disagree with our position. No assurance can be given that this result will not occur. In addition, although we intend to conduct our affairs in a manner to avoid being classified as a PFIC with respect to each taxable year, we cannot assure shareholders that the nature of our operations will not change in the future and that we will not become a PFIC in the future. If the IRS were to determine that we are or have been a PFIC for any taxable year (and regardless of whether we remain a PFIC for subsequent taxable years), our U.S. shareholders could face adverse U.S. federal income tax consequences. Please read “Item 10—Additional Information—Taxation—Material U.S. Federal Income Tax Consequences—U.S. Federal Income Taxation of U.S. Holders—PFIC Status and Significant Tax Consequences” for a more detailed discussion of the U.S. federal income tax consequences to U.S. shareholders if we are treated as a PFIC. We may have to pay tax on U.S. source gross transportation income with respect to the operation of our vessels, which could reduce our cash flow. Under the Code, “U.S. source gross transportation income” (as defined below) of a non-U.S. corporation is generally subject to a 4% U.S. federal income tax without allowance for deductions, unless an exemption from tax applies under a tax treaty or Section 883 of the Code and the Treasury Regulations promulgated thereunder. U.S. source gross transportation income consists of 50% of the gross shipping income of a vessel owning or chartering corporation, such as ourselves, that is attributable to transportation that either begins or ends, but that does not both begin and end, in the United States. 27 If a non-U.S. corporation satisfies the requirements of Section 883 of the Code and the Treasury Regulations thereunder, it will not be subject to the 4% U.S. federal income tax referenced above on its U.S. source gross transportation income. The Section 883 exemption does not apply to income attributable to transportation that both begins and ends in the United States. We believe that with respect to the operation of our vessels, we satisfied the requirements to qualify for an exemption from U.S. tax on our U.S. source gross transportation income imposed by Section 883 of the Code for 2025, we expect that we will be able to satisfy those requirements for 2026 and future taxable years, and we expect to take this position for U.S. federal income tax reporting purposes. However there are factual circumstances, some of which are beyond our control, that could cause us to lose the benefit of this exemption. As a result, there can be no assurance that we will qualify for this exemption for the current or any future year. If we fail to qualify for this exemption in any taxable year, U.S. source gross transportation income earned by us and our subsidiaries will generally be subject to a 4% U.S. federal income tax and could adversely impact our business and financial results. For a more detailed discussion of Section 883 of the Code, the rules relating to exemptions under Section 883 and our ability to qualify for an exemption, please read “Item 4—Information on the Company—Business Overview—Taxation of the Company—U.S. Taxation”. In addition to our U.S. source gross transportation income, we expect to generate U.S. taxable income as a result of the operations of our Ethylene Export Terminal. Our U.S. corporate subsidiary that owns our interest in the Ethylene Export Terminal will be subject to U.S. federal income tax (generally at a rate of 21%) on its 50% share of any net income from the Ethylene Export Terminal, and U.S. withholding tax rules will apply to dividends paid by such U.S. corporate subsidiary to its shareholder.