NASDAQ: PANL

The Company’s port, projects, and logistics services include cargo loading, cargo discharge, and port and terminal services to vessel and cargo owners. Our logistics capabilities provide a wide array of services which allow our customers to extend their own services, to more efficiently transport their cargo, and to extend relationships with their own suppliers and customers. For some customers, the Company acts as their ocean logistics department, providing scheduling, terminal operations, port services, and marketing functions. The Company has worked with other customers on design, construction, and operation of loading and discharge facilities.

In addition, the Company focuses on fixing cargo and cargo contracts for transportation on backhaul routes. Backhaul routes position vessels for cargo discharge in typical loading areas. Backhaul routes allow us to reduce ballast days and instead earn revenues at times and on routes that are typically traveled without paying cargo.

The Company is a leader in the high ice class sector, supported by its operation of the world's largest fleet of dry bulk vessels over 60,000 dwt with Ice-Class 1A designation. High ice class trading includes service in ice-restricted areas in the Northern Hemisphere during both the winter (Baltic Sea and Gulf of St. Lawrence) and summer (Arctic Ocean). Trading during the ice seasons have historically provided superior profit margins, rewarding the Company for its investment in the specialized ships and the expertise it has developed working in these harsh environments.

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The Company derives substantially all of its revenue from contracts of affreightment, “COAs”, voyage charters, and time charters. The Company transports a wide range of fundamental global commodities including grains, coal, iron ore, pig iron, hot briquetted iron, bauxite, alumina, cement clinker, dolomite, limestone, and other minor bulk cargo.

The Company’s COAs typically extend for a period of one to five years, although some extend for longer periods. A voyage charter is a contract for the carriage of a specific amount and type of cargo on a load port to discharge port basis, subject to various cargo handling terms. COAs and voyage charters provide voyage revenue to the Company. A time charter is a contract under which the Company is paid to provide a vessel on a per day basis for a specified period of time. Time charters provide charter revenues to the Company.

Active risk management is an important part of our business model. The Company believes its active risk management allows it to reduce the sensitivity of its revenues to market fluctuations and helps it to secure its long-term profitability and lower relative volatility of earnings. We manage market risk by chartering in vessels for periods of less than nine months on average and through a portfolio approach based upon owned vessels, chartered-in vessels, COAs, voyage charters, and time charters. The Company tries to identify routes and ports for efficient bunkering to minimize its fuel expense. The Company also seeks to hedge a portion of its exposure to changes in the price of marine fuels, or bunkers, through fuel swaps; and to fluctuating future freight rates through forward freight agreements. The Company has also entered into interest rate agreements to fix a portion of our interest rate exposure.

The Company employs the technical management services of Seamar Management S.A. which is wholly owned by the Company, and Bernard Schulte Ship Management, a third party, for its ice class 1A fleet and M.T.M Ship Management, a related party, for its Handysize fleet. The Company is in the process of transferring its ice class 1A fleet to Seamar Management S.A., following which the Company will employ the technical management services of Seamar Management S.A. and M.T.M Ship Management.

Business Strategy

The Company’s principal business objectives are to profitably grow its business and increase shareholder value. The Company expects to achieve these objectives through the following strategies:

•Focus on increasing strategic COAs. COA is an agreement providing for the transportation between specified points for a specific quantity of cargo over a specific time period but without designating specific vessels or voyage schedules, thereby allowing flexibility in scheduling since no vessel designation is required. COAs can either have a fixed rate or a market-related rate. The Company intends to increase our COA business, in particular, COAs for cargo discharge in traditional loading areas (backhaul), by leveraging its relationships with existing customers and attracting new customers. The Company believes that its dedication to solving its customer’s logistics problems, and its reputation and experience in carrying a wide range of cargoes and transiting less common routes and ports, increases its likelihood of securing strategic COAs. COA’s provide a consistent cargo base and revenue for our transportation services, around which we attempt to structure other logistics offerings.

•Expand capacity and flexibility by renewing its owned fleet.The Company is continually looking to acquire additional high-quality vessels suited for its business strategy, the needs of its customers and growth opportunities the Company identifies. The Company believes that its experience as a reliable and serious counterparty in the sale and purchase market for second-hand vessels positions it as a candidate for acquisition of high quality vessels. The Company currently controls (owns or has an ownership interest in) a fleet of 39 bulk carriers as of March 16, 2026. The current fleet includes six Ice-Class 1A Panamax, four Post Panamax Ice Class 1A, three Panamax, two Ultramax Ice Class 1C, two Ultramax, eight Supramax drybulk vessels and fourteen Handysize vessels.

•Increase backhaul focus, expand and defend its presence in the niche ice trades and increase fleet efficiency. The Company continues to focus on backhaul cargoes, including backhaul cargoes associated with COAs, to reduce ballast days and increase expected earnings for well-positioned vessels. In addition, the Company intends to continue to charter in vessels for periods of less than nine months, on average, to permit it to match its variable costs to demand. The Company believes that increased vessel utilization and positioning efficiency will enhance its profitability. The Company demonstrated its commitment to remain the leader in high ice class large bulk carriers by taking delivery of its four newbuilding Post Panamax Ice Class vessels in 2021.

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•Focus on customized and complete logistics solutions within targeted dry bulk trades. The Company intends to leverage its experience in designing custom loading and discharging systems in critical ports and optimizing vessel operations in ports to provide complete logistics solutions to its clients. The Company continues to look for opportunities to transport cargo for clients from, or to, rarely used or underdeveloped port facilities to expand its operations. The Company believes this operational expertise and complete logistics solutions will enhance the services offered, strengthen our client relationships and generate increased operating margins for the Company.

Competitive Strengths

The Company believes that it possesses a number of competitive strengths in its industry, including:

•Expertise in certain niche markets and routes. The Company has developed expertise and a major presence in selected niche markets and less commoditized routes, especially the Baltic Sea in winter, ice laden northern Atlantic ports in the summer, and the trade route between Jamaica and the United States, as well as selected ports, particularly in Newfoundland and Baffin Island. The Company believes that there is less competition to carry “minor,” as compared to traditional “major,” bulk cargoes, and, similarly, that there is less competition on less commoditized routes. The Company believes that its experience in carrying a wide range of cargoes and transiting less common routes and ports increases its likelihood of securing higher rates and margins than those available for more commoditized cargoes and routes. The Company believes it operates assets well suited to certain of these routes, including its Ice-Class 1A Panamax, Post Panamax Ice Class 1A and Ice-Class 1C Ultramax vessels. The ice-class fleet has historically produced margins that are superior to the average market rate.

•Enhanced vessel utilization and profitability through strategic backhaul and triangulation methods. The Company enhances vessel utilization and profitability through selecting COAs and other contracts to carry cargo on what would normally be backhaul or ballast legs. In contrast to the typical practice of incurring charter hire and bunker costs to position an empty vessel in a port or area where cargo is normally loaded, the Company instead actively works with its customers to secure cargoes for discharge in traditional loading areas (backhaul). This practice allows the Company to position vessels for loading at lower costs than it would bear if it positioned such vessels by traveling unladen or if the Company chartered in vessels in a loading area. The Company believes that this focus on backhaul cargoes permits them to benefit from ballast bonuses that are paid to position vessels for fronthaul cargoes or, alternatively, to earn a premium for delivering ships that are in position for fronthaul cargoes.

•Strong relationships with major industrial customers. The Company has developed strong commercial relationships with a number of major industrial customers. These customer relationships are based upon the Company’s reputation and specific history of service to these customers. The Company believes that these relationships help it generate recurring business with such customers which, in some cases, are formalized through contracts for repeat business (COAs). The Company also believes that these relationships can help create new opportunities. Although many of these relationships have extended over a period of years, there is no assurance that such relationships or business will continue in the future. The Company believes that its familiarity with local regulations and market conditions at its routinely serviced ports, particularly in Newfoundland, Baffin Island and Jamaica, provides it with a strong competitive advantage and allows it to attract new customers and secure recurring business.

•Logistics approach to commodity business. The Company seeks employment for its vessels in a way that utilizes its expertise in enhancing productivity of clients' supply chains. The Company focuses on movements of cargo beyond loading and discharge berths and looks for opportunities to add value in clients' supply chains. The Company believes its additional efforts in providing complete logistics provides a competitive advantage and allows it to maintain strong client relationships and generate increased operating margins for the Company.

•Experienced management team. The day-to-day operations of a logistics and transportation services company requires close coordination among customers, land-based transportation providers and port authorities around the world. Its efficient operation depends on the experience and expertise of management at all levels, from vessel acquisition and financing strategy to oversight of vessel technical operations and cargo loading and discharge. The Company has a management team of senior executive officers and key employees with extensive experience and relationships in the commercial, technical, and financial areas of the drybulk shipping industry.

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•Strong Alignment and Transparency. The Company observes that many publicly traded shipping companies rely on service providers affiliated with senior management or dominant shareholders for fundamental activities. Beyond the operational benefits to its customers of integrated commercial and technical management, the Company believes that its shareholders benefit by its strategy of performing many of those activities in-house. Related to these efforts to maximize alignment of interest, the Company believes that the associated transparency of ownership and authority will be attractive to current and prospective shareholders.

•Risk-management discipline. The Company believes its risk management strategy allows it to reduce the sensitivity of its earnings to market changes and lower the risk of losses. The Company manages its risks primarily through short-term charter-in agreements of less than nine months, on average, through the use of forward freight agreements ("FFAs") and fuel hedges, and through modest leverage. The Company believes that shorter-term charters permit it to adjust its variable costs to match demand more rapidly than if it chartered in those vessels for longer periods. The Company may choose to manage the risks of higher rates for certain future voyages by purchasing and selling FFAs to limit the impact of changes in chartering rates. Similarly, the Company may choose to manage the risks of increasing fuel costs through bunker hedging transactions in order to limit the impact of changes in fuel prices on voyage results.

Management

The Company’s management team consists of senior executive officers and key employees with decades of experience in the commercial, technical, management and financial areas of the logistics and shipping industries. The Company’s Chief Executive Officer, Mads Boye Petersen, has over 20 years of experience in the shipping industry. Other members of its management team, Gianni Del Signore and Daniel Schildt, also have extensive experience in the shipping industry. The Company believes its management team and key employees are well respected in the drybulk sector of the shipping industry and, over the years, has developed strong commercial relationships with industrial customers and lenders. The Company believes that the experience, reputation and background of its management team will continue to be key factors in its success.

The Company provides logistics services and commercially manages its fleet primarily from offices in Newport, Rhode Island, Copenhagen, Denmark, Southport, Connecticut, and Singapore. Logistics services and commercial management include identifying cargo for transportation, voyage planning, managing relationships, identifying vessels to charter in, and operating such vessels.

The technical management of the Company’s vessels is performed primarily in-house by Seamar Management, S.A which is wholly owned by the Company. In addition the Company employs the technical management services of Bernard Schulte Ship Management, a third party, for its ice class 1A fleet and M.T.M Ship Management, a related party, for its Handysize fleet. The Company is in the process of transferring its ice class 1A fleet to Seamar Management S.A.. The Company’s technical management personnel have extensive experience in oceangoing vessel operations, including the supervision of maintenance, repairs, improvements, drydocking and crewing. The technical management of the Company’s chartered-in vessels is performed by the respective third-party shipowners.

Operations and Assets

The Company is a service business and our customers use the services we provide because they believe the Company adds and creates value for them. To add value, the Company offers a wide range of logistics services beyond the traditional loading, carriage and discharge of cargoes. The Company works with certain customers to review their contractual delivery terms and conditions, permitting those customers to reduce costs and certain risks. Another example of value-added services is the formation of a new port in Newfoundland, Canada to load aggregate cargo for export and a temporary port used in Greenland to load the northernmost dry bulk cargo ever carried. As a result of efforts such as these, in some cases the Company is the de facto logistics department for certain clients.

The Company’s core offering is the safe, reliable, and timely loading, carriage, and discharge of cargoes for customers. This offering requires identifying customers, agreeing on the terms of service, selecting a vessel to undertake the voyage, working with port personnel to load and discharge cargo, and documenting the transfers of title upon loading or discharge of the cargo. As a result, the Company spends significant time and resources to identify and retain customers and source potential cargoes in its areas of operation. To further expand its customer base and potential cargoes, the Company has developed expertise in servicing ports and routes subject to severe ice conditions.

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As of March 16, 2026, the Company operates its fleet of 39 owned or partially owned vessels, which are described in the table below:

Vessel NameTypeDWTYear BuiltYard

m/v Bulk EnduranceUltramax (Ice Class 1C)59,450 2017Oshima Shipbuilding

m/v Bulk DestinyUltramax (Ice Class 1C)59,450 2017Oshima Shipbuilding

m/v Nordic OasisPanamax (Ice Class 1A)76,180 2016Oshima Shipbuilding

m/v Nordic OlympicPanamax (Ice Class 1A)76,180 2015Oshima Shipbuilding

m/v Nordic OdinPanamax (Ice Class 1A)76,180 2015Oshima Shipbuilding

m/v Nordic OshimaPanamax (Ice Class 1A)76,180 2014Oshima Shipbuilding

m/v Nordic OrionPanamax (Ice Class 1A)75,603 2011Oshima Shipbuilding

m/v Nordic OdysseyPanamax (Ice Class 1A)75,603 2010Oshima Shipbuilding

m/v Bulk ValorSupramax58,105 2013Tsuneishi Heavy Industries (Cebu)

m/v Bulk FriendshipSupramax58,738 2011Nantong Cosco Kawasaki HI

m/v Bulk BrentonSupramax57,676 2016Tsuneishi (Cebu)

m/v Bulk PatienceSupramax57,676 2016Tsuneishi (Cebu)

m/v Bulk SachuestSupramax55,618 2010Hyundai Vinashin

m/v Bulk SpiritSupramax52,950 2009Oshima Shipbuilding

m/v Bulk IndependenceSupramax56,548 2008Yokohama

m/v Bulk PrideSupramax58,749 2008Tsuneishi Group (Zhoushan) Shipbuilding Inc.

m/v Bulk PrudenceUltramax61,330 2014Imabari Shipbuilding

m/v Bulk CourageousUltramax61,393 2013Imabari Shipbuilding Company Limited (Imabari)

m/v Bulk PromisePanamax78,228 2013Shin Kurushima Toyohashi Shipbuilding Company Limited

m/v Bulk ConcordPanamax76,600 2009Shin Kasado Dockyard Co. Ltd

m/v Bulk Xaymaca Panamax76,561 2006Imabari SB Marugame

m/v Nordic NuluujaakPost Panamax (Ice Class 1A)95,000 2021Guangzhou Shipyard International Company Limited

m/v Nordic QinnguaPost Panamax (Ice Class 1A)95,000 2021Guangzhou Shipyard International Company Limited

m/v Nordic SanngijuqPost Panamax (Ice Class 1A)95,000 2021Guangzhou Shipyard International Company Limited

m/v Nordic SikuPost Panamax (Ice Class 1A)95,000 2021Guangzhou Shipyard International Company Limited

m/v Strategic FortitudeHandysize37,829 2016Imabari Shipyard, Japan

m/v Strategic ResolveHandysize38,872 2015CSIC: Shanhaiguan Shipyard, China

m/v Strategic ExplorerHandysize39,879 2015CSIC: Tianjin Xingang SB, China

m/v Strategic EntityHandysize39,880 2015CSIC: Tianjin Xingang SB, China

m/v Strategic SynergyHandysize39,865 2014CSIC: Tianjin Xingang SB, China

m/v Strategic AllianceHandysize39,848 2014CSIC: Tianjin Xingang SB, China

m/v Strategic UnityHandysize39,820 2014CSIC: Tianjin Xingang SB, China

m/v Strategic HarmonyHandysize39,879 2014CSIC: Tianjin Xingang SB, China

m/v Strategic EquityHandysize39,839 2014CSIC: Tianjin Xingang SB, China

m/v Strategic VentureHandysize39,784 2014CSIC: Tianjin Xingang SB, China

m/v Strategic SavannahHandysize35,542 2013Taizhou Maple Leaf, China

m/v Strategic SpiritHandysize37,190 2012Hyundai Mipo, Korea

m/v Strategic VisionHandysize37,186 2012Hyundai Mipo, Korea

m/v Strategic TenacityHandysize36,851 2012Hyundai Vinashin, Vietnam

The Company owns its vessels through separate wholly-owned subsidiaries and through joint venture entities with other owners, which the Company consolidates as variable interest entities in its consolidated financial statements.

The Company operates a variety of chartered-in drybulk carriers in addition to its owned vessels. These chartered-in vessels, including Panamax, Supramax, Ultramax, Handymax, and Handysize vessels, play a significant role in the Company's operations. The Company employed an average of 64 vessels at any one time during 2025 and 48 in 2024. In 2025, the Company owned interests in 41 vessels and chartered in another 245 for one or more voyages. In 2024, the Company owned interests in 41 vessels and chartered in another 216 for one or more voyages. The Company generally charters in third-party vessels for periods of less than nine months and, in most cases, less than six months. Chartered-in contracts are negotiated through third-party brokers, who are paid commission on a percentage of charter cost. The Company believes that shorter-term charters afford it flexibility to match its variable costs to its customers’ service requirements and to respond quickly to market volatility. The Company also believes that this combination of owned and chartered-in vessels helps it to more efficiently match its customer demand than the Company could with only owned vessels or an entirely chartered-in fleet.

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Engagement of New Independent Registered Public Accounting Firm

On August 27, 2025, the Audit Committee approved the engagement of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.

Executive Officer and Board Appointments

Pursuant to a certain Cooperation Agreement between the Company and SSI dated November 26, 2025, the Board of Directors of the Company increased the size of the Board of Directors from nine to ten directors and appointed Mr. Leand to the Board as a Class III director to fill the vacancy created by such increase.

On December 18, 2025, effective upon Christina Tan’s resignation, the Board appointed Eugene I. Davis to the Board as a Class II director pursuant to the Investor and Registration Rights Agreement dated as of December 30, 2024, by and between the Company and Strategic Shipping Inc.

On January 1, 2026, Mads Petersen was appointed to succeed Mr. Filanowski as President, Chief Executive Officer and Director of the Company.

Corporate Structure

The Company is a holding company incorporated under the laws of Bermuda as an exempted company on April 29, 2014. The Company’s principal executives operate from the offices of its wholly-owned subsidiary Phoenix Bulk Carriers (US) LLC, which is located at 109 Long Wharf, Newport, Rhode Island 02840.The phone number at that address is (401) 846-7790. The Company also has offices in Copenhagen, Denmark, Athens, Greece and Singapore. The Company’s corporate website address is http://www.pangaeals.com.

As of March 16, 2026, the Company’s significant subsidiaries are as follows:

SubsidiaryJurisdiction of IncorporationProportion of Ownership InterestFootnote

Americas Bulk Transport (BVI) LimitedBritish Virgin Islands100%(A)

Phoenix Bulk Management Bermuda LimitedBermuda100%(B)

Pangaea Logistics Solutions (BVI) Limited (“Pangaea BVI”)British Virgin Islands100%(C)

Bulk Ocean Shipping Company (Bermuda) Ltd.Bermuda100%(D)

Phoenix Bulk Carriers (US) LLC ("PBC")Delaware100%(E)

Allseas Logistics Bermuda Ltd.Bermuda100%(F)

Pangaea Logistics Solutions Denmark A/S. ("Pangaea Denmark") Denmark100%(H)

Nordic Bulk Ventures (Cyprus) Limited ("NBV")Cyprus100%(H)

109 Long Wharf LLC (“Long Wharf”)Delaware100%(I)

Bulk Nordic Oshima (MI) Corp. (“Bulk Oshima”)Marshall Islands67%(J)

Bulk Nordic Odin (MI) Corp. (“Bulk Odin”)Marshall Islands67%(J)

Bulk Nordic Olympic (MI) Corp. (“Bulk Olympic”)Marshall Islands67%(J)

Bulk Nordic Oasis (MI) Corp.. (“Bulk Oasis”)Marshall Islands67%(J)

Bulk Nordic Odyssey Corp. (MI) ("Bulk Odyssey")Marshall Islands67%(J)

Bulk Nordic Orion Corp. (MI) ("Bulk Orion")Marshall Islands67%(J)

Nordic Bulk Holding Company Ltd. (“NBHC”)Bermuda67%(L)

Bulk Courageous Corp. ("Bulk Courageous")Marshall Islands100%(G)

Bulk Phoenix Ltd. ("Bulk Newport")Bermuda100%(G)

Bulk Valor Corp. ("Bulk Valor")Marshall Islands100%(G)

Bulk Promise Corp. ("Bulk Promise")Marshall Islands100%(G)

Bulk Nordic Five Ltd. (“Five”)Bermuda100%(G)

Bulk Nordic Seven LLC (“Seven”)Marshall Islands100%(G)

Bulk Nordic Eight LLC (“Eight”)Marshall Islands100%(G)

Bulk Nordic Nine LLC (“Nine”)Marshall Islands100%(G)

Bulk Nordic Ten LLC (“Ten”)Marshall Islands100%(G)

Nordic Bulk Partners LLC (“NBP”)Marshall Islands100%(M)

Nordic Bulk Ventures Holding Company Ltd. (“BVH”)Bermuda100%(K)

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SubsidiaryJurisdiction of IncorporationProportion of Ownership InterestFootnote

Bulk Freedom Corp. ("Bulk Freedom")Marshall Islands100%(G)

Bulk Pride Corp. ("Bulk Pride")Marshall Islands100%(G)

Bulk Independence Corp. ("Bulk Independence")Marshall Islands100%(G)

Bulk Friendship Corp. ("Bulk Friendship")Marshall Islands100%(G)

Phoenix Bulk 25 Corp. ("Phoenix Bulk 25")Marshall Islands100%(G)

Bulk Endurance (MI) Corp. (“Bulk Endurance") Marshall Islands100%(G)

Bulk Brenton (MI) Corp. (“Bulk Brenton") Marshall Islands100%(G)

Bulk Patience (MI) Corp. (“Bulk Patience") Marshall Islands100%(G)

Bulk Sachuest Corp. ("Bulk Sachuest")Marshall Islands100%(G)

Bulk Prudence Corp. ("Bulk Prudence")Marshall Islands100%(G)

Venture Logistics NL Inc. ("VLNL")Canada50%(N)

Flintstone Ventures Limited ("FVL")Newfoundland and Labrador100%(O)

Seamar Management S.A.Greece100%(P)

Bulk PODS Ltd. ("Bulk PODS")Marshall Islands100%(G)

Bulk Spirit Ltd. ("Bulk Spirit")Marshall Islands100%(G)

Pangaea Logistics Solutions Singapore Pte. Ltd.Singapore100%(H)

Narragansett Bulk Carriers (US) Corp.Rhode Island100%(H)

Bay Stevedoring LLCDelaware100%(Q)

Pangaea Logistics Solutions (US) LLC ("PANL US")Delaware100%(R)

Pangaea Baltimore LLC Delaware100%(Q)

Pangaea Port Everglades LLC Delaware100%(Q)

Pangaea Florida LLCDelaware100%(Q)

Pangaea Texas LLCTexas100%(Q)

Associated Terminals Pangaea Logistics, LLCDelaware50%(Q)

Renaissance Holdings LLCMarshall Islands100%(A)

RHI Alliance Pte. Ltd. (“SBC Alliance”)Singapore100%(G)

RHI Synergy Pte. Ltd. (“SBC Synergy”) Singapore100%(G)

RHI Unity Pte. Ltd. (“SBC Unity”) Singapore100%(G)

RHI Fortitude Pte. Ltd. (“SBC Fortitude”) Singapore100%(G)

RHI Savannah Pte. Ltd. (“SBC Savannah”) Singapore100%(G)

RHI Tenacity Pte. Ltd. (“SBC Tenacity”) Singapore100%(G)

SBC Endeavor LLC ("SBC Endeavor")Marshall Islands100%(G)

SBC Endeavor Pte. Ltd. ("SBC Endeavor")Singapore100%(G)

SBC Resolve LLC ("SBC Resolve")Marshall Islands100%(G)

SBC Resolve Pte. Ltd. ("SBC Resolve")Singapore100%(G)

SBC Vision LLC ("SBC Vision")Marshall Islands100%(G)

SBC Vision Pte. Ltd. ("SBC Vision")Singapore100%(G)

SBC Explorer LLC ("SBC Explorer")Marshall Islands100%(G)

SBC Explorer Pte. Ltd. ("SBC Explorer")Singapore100%(G)

SBC Entity LLC ("SBC Entity")Marshall Islands100%(G)

SBC Entity Pte. Ltd. ("SBC Entity")Singapore100%(G)

SBC Spirit LLC ("SBC Spirit")Marshall Islands100%(G)

SBC Spirit Pte. Ltd. ("SBC Spirit")Singapore100%(G)

SBC Venture Pte. Ltd. ("SBC Venture")Singapore100%(G)

SBC Equity Pte. Ltd. ("SBC Equity")Singapore100%(G)

SBC Harmony Pte. Ltd. ("SBC Harmony")Singapore100%(G)

(A)The primary purpose of this corporation is to manage and operate ocean going vessels.

(B)The primary purpose of this entity is to perform certain administrative management functions that have been assigned by PBC.

(C)The primary purpose of this corporation is to provide logistics services to customers by chartering, managing and operating ships.

(D)The primary purpose of this corporation is to manage the fuel procurement for all vessels.

(E)The primary purpose of this corporation is to act as the U.S. administrative agent for the Company.

(F)The primary purpose of this corporation is to act as the treasury agent for the Company.

(G)The primary purpose of these entities is owning bulk carriers.

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(H)The primary purpose of these entities is to provide logistics services to customers by chartering, managing and operating ships. NBV is the holding company of Pangaea Denmark.

(I)Long Wharf is a limited liability company duly organized under the laws of Delaware for the purpose of holding real estate located in Newport, Rhode Island.

(J)The primary purpose of these entities is owning bulk carriers. These companies are wholly-owned by NBHC, which is two-third owned by the Company.

(K)The primary purpose of this entity is to hold the Company's interest in vessel owning companies.

(L)The primary purpose of this entity is to own or lease bulk carriers through wholly-owned subsidiaries. The Company’s interest in Bulk Odyssey, Bulk Orion, Bulk Oshima, Bulk Olympic, Bulk Odin and Bulk Oasis is through its interest in NBHC.

(M)The primary purpose of this entity is to own or lease bulk carriers through wholly-owned subsidiaries.

(N)The primary purpose of VLNL is to own and operate the deck barge Miss Nora G. Pearl.

(O)The primary purpose of FVL is the carriage of specialized cargo.

(P)This entity is the technical manager of 25 vessels owned and operated by the Company.

(Q)The primary purpose of the company is to manage and operate port terminals.

(R)The primary purpose of the company is to manage U.S.-based business activities.

Crewing and Employees

Each of our vessels is crewed with 20-25 independently contracted officers and crew members and, on certain vessels, directly contracted officers. Our technical managers are responsible for locating, contracting and retaining qualified officers for its vessels. The crewing agencies handle each crew member’s training, travel and payroll, and ensure that all the crew members on its vessels have the qualifications and licenses required to comply with international regulations and shipping conventions. The Company typically has more crew members on board than are required by the country of the vessel’s flag in order to allow for the performance of routine maintenance duties.

The Company employs approximately 170 shore-based personnel and has approximately 900 independently contracted seagoing personnel on its owned vessels. The shore-based personnel are employed in the United States, Athens, Copenhagen and Singapore.

Competition

The Company operates in markets that are highly competitive and based primarily on supply and demand for ocean transport of drybulk commodities. The Company competes for COAs on the basis of service, price, route history, size, age and condition of the vessel and for charters on the basis of service, price, vessel availability, size, age and condition of the vessel, as well as on its reputation as an owner and operator. The Company principally competes with owners and operators of Panamax, Supramax, Ultramax, Handymax and Handysize bulk carriers. The Company attempts to differentiate itself from other owners and operators by extending its services to support more of its customers' supply chains and concentrates on established niche markets.

Seasonality

Demand for vessel capacity has historically exhibited seasonal variations and, as a result, fluctuations in charter rates. This seasonality may result in quarter-to-quarter volatility in the Company's operating results. The dry bulk carrier market is typically stronger in the fall months in anticipation of increased consumption of coal and other raw materials in the northern hemisphere during the winter months. Seasonal fluctuation are also observed in harvest times in the Northern and Southern Atlantic trades. In addition, unpredictable weather patterns in these months tend to disrupt vessel scheduling and supplies of certain commodities. The Company may earn higher margins on ice-class business in winter and during severe ice trading.

Permits and Authorizations

The Company is required by various governmental and quasi-governmental agencies to obtain certain permits and certificates with respect to its vessels. The kinds of permits and certificates required depend upon several factors, including the commodity transported, the waters in which the vessel operates, the nationality of the vessel’s crew and the age of the vessel. The Company has been able to obtain all permits and certificates currently required to permit its vessels to operate. Additional laws and regulations, environmental or otherwise, may be adopted which could limit its ability to do business or increase the cost of doing business.

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Environmental and Other Regulations

Government regulation and laws significantly affect the ownership and operation of the Company's vessels. The Company is subject to international conventions and treaties, national, state and local laws and regulations in force in the countries in which its vessels may operate or are registered. These regulations relate to safety, health and environmental protection including the storage, handling, emission, transportation and discharge of hazardous and non-hazardous materials, and the remediation of contamination and liability for damage to natural resources. Compliance with such laws, regulations and other requirements entails significant expense, including vessel modifications and implementation of certain operating procedures.

A variety of government and private entities subject the Company’s vessels to both scheduled and unscheduled inspections. These entities include the local port authorities (such as the U.S. Coast Guard, harbor master or equivalent), classification societies, flag state administrations (countries of registry), charterers and terminal operators. Certain of these entities require them to obtain permits, certificates or approvals for the operation of its vessels. Failure to maintain necessary permits, certificates or approvals could require it to incur substantial costs or temporarily suspend the operation of one or more of its vessels.

Increasing environmental concerns have created a demand for vessels that conform to the stricter environmental standards. The Company is required to maintain operating standards for all of its vessels that emphasize operational safety, quality maintenance, continuous training of its officers and crews and compliance with United States and international regulations. The Company believes that the operation of its vessels is in substantial compliance with applicable environmental laws and regulations and that its vessels have all material permits, certificates or other approvals necessary for the conduct of its operations as of the date of this Form 10-K. However, because such laws and regulations are frequently changed and may impose increasingly strict requirements, the Company cannot predict the ultimate cost of complying with these requirements, or the impact of these requirements on the resale value or useful lives of its vessels. In addition, a future serious marine incident that results in significant oil pollution or otherwise causes significant adverse environmental impact could result in additional legislation or regulation that could negatively affect the Company’s profitability.

As a global logistics provider, headquartered in the United States, we recognize the impacts of our actions and are focused on establishing safe, responsible, and sustainable policies and practices that will enhance our business for the long term. Transparency is an important step toward sustainability in our industry and we were pleased to present our third concise Environmental, Social and Governance (ESG) report based on the Marine Transportation framework developed by the Sustainability Accounting Standards Board (SASB) during 2023. More specifically over the past several years we have taken steps to integrate ESG into operations, including:

1.Renewed our owned fleet with modern second hand and newbuilding vessels with lower overall fuel consumption than

older vessels in order to reduce our fleet’s greenhouse gas emissions. The Company took delivery of four Post Panamax vessels in 2021, which has significantly improved the fleet's emissions profile. The improvement is measured by fuel consumption per deadweight ton.

2.We utilize performance monitoring and weather routing services on both our owned and our chartered fleet. Using

sophisticated forecasting algorithms and machine learning, we optimize the speed of our vessels by considering

commercial and environmental concerns while reducing the amount of fuel consumed when the ships encounter adverse

weather and/or currents;

3.We have established Ship Energy Efficiency Management Plans (SEEMP) to improve the efficiency of our vessels.

Through the SEEMP, we ensure that all our ships are operated efficiently by:

a.Optimizing the speed of the vessels;

b.Making course changes to avoid higher fuel consumption caused by rough weather;

c.Hull cleaning in dry dock to improve speed and reduce fuel consumption;

4.For our chartered-in fleet we seek to employ the most fuel efficient designs available;

5.Ballast water treatment systems are currently installed on all vessels;

6.Use of environmental consultants to assess and improve terminal operations. As the Company expands its operations to ports and terminals, it becomes more exposed to environmental requirements and regulations ashore.

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International Maritime Organization

The United Nations’ International Maritime Organization, or the IMO, has adopted the International Convention for the Prevention of Marine Pollution from Ships, 1973, as modified by the Protocol of 1978 relating thereto, collectively referred to as MARPOL 73/78 and herein as “MARPOL,” the International Convention for the Safety of Life at Sea of 1974 ("SOLAS Convention"), and the International Convention on Load Lines of 1966 (the "LL Convention"). MARPOL entered into force on October 2, 1983 and establishes environmental standards related to oil leakage or spilling, air emissions, garbage management, sewage, and handling and disposal of noxious liquids, including harmful substances in packaged form. It has been adopted by over 150 nations, including many of the jurisdictions in which the Company's vessels operate. MARPOL sets forth pollution-prevention requirements applicable to drybulk carriers, among other vessels, and is broken into six Annexes, each of which regulates a different source of pollution. Annex I relates to oil leakage or spilling; Annexes II and III relate to harmful substances carried, in bulk, in liquid or packaged form, respectively; and Annexes IV and V relate to sewage and garbage management, respectively. Annex VI, separately adopted by the IMO in September of 1997, relates to air emissions. New

emissions standards, titled IMO-2020, took effect on January 1, 2020.

In 2013, the IMO's Marine Environmental Protection Committee, or the "MEPC," adopted a resolution amending MARPOL Annex I Condition Assessment Scheme, or "CAS." These amendments became effective on October 1, 2014 and require compliance with the 2011 International Code on the Enhanced Programme of Inspections during Surveys of Bulk Carriers and Oil Tankers, or "ESP Code," which provides for enhanced inspection programs. The Company may need to make certain financial expenditures to comply with these amendments in the future, which could be significant.

Air Emissions

In September of 1997, the IMO adopted Annex VI to MARPOL to address air pollution from vessels. Effective May 2005, Annex VI sets limits on sulfur oxide and nitrogen oxide emissions from all commercial vessel exhausts and prohibits “deliberate emissions” of “ozone depleting substances,” defined to include certain halons and chlorofluorocarbons. Deliberate emissions are not limited to times when the ship is at sea; they can for example include discharges occurring in the course of the ship’s repair and maintenance. Emissions of “volatile organic compounds” from certain tankers, and the shipboard incineration (from incinerators installed after January 1, 2000) of certain substances (such as polychlorinated biphenyls (PCBs)) are also prohibited. Annex VI also includes a global cap on the sulfur content of fuel oil (see below).

The IMO’s Marine Environment Protection Committee, or MEPC, adopted amendments to Annex VI regarding emissions of sulfur oxide, nitrogen oxide, particulate matter and ozone depleting substances, which entered into force on July 1, 2010. The Amended Annex VI seeks to further reduce air pollution by, among other things, implementing a progressive reduction of the amount of sulfur contained in any fuel oil used onboard ships. On October 27, 2016, MEPC 70 agreed to implement a global 0.5% m/m sulfur oxide emissions limit (reduced from 3.50%) starting from January 1, 2020. This limitation can be met by using low-sulfur compliant fuel oil, alternative fuels, or certain exhaust gas cleaning systems. Ships are now required to obtain bunker delivery notes and International Air Pollution Prevention (“IAPP”) Certificates from their flag states that specify sulfur content. Additionally, at MEPC 73, amendments to Annex VI to prohibit the carriage of bunkers above 0.5% sulfur on ships were adopted and took effect March 1, 2020, with the exception of vessels fitted with exhaust gas cleaning equipment ("scrubbers") which can carry fuel of higher sulfur content. These regulations subject ocean-going vessels to stringent emissions controls, and may cause us to incur substantial costs, including those related to the purchase, installation and operation of scrubbers and the purchase of compliant fuel oil.

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Sulfur content standards are even stricter within certain “Emission Control Areas,” or (“ECAs”). As of January 1, 2015, ships operating within an ECA were not permitted to use fuel with sulfur content in excess of 0.1% m/m. Currently, the IMO has designated five ECAs, including specified portions of the Baltic Sea area, Mediterranean Sea area, North Sea area, North American area and United States Caribbean area. Ocean-going vessels in these areas will be subject to stringent emission controls and may cause us to incur additional costs. Certain ports in which our vessels call, including China and Singapore, are currently or may become subject to local regulations that impose stricter emission controls. In July 2023, MEPC 80 announced three new ECA proposals, including the Canadian Arctic waters and the Norwegian Sea, which should take effect in March 2027. MEPC 83 also approved Northeast Atlantic Ocean as an ECA and is expected to take effect in 2028. If other ECAs are approved by the IMO, or other new or more stringent requirements relating to emissions from marine diesel engines or port operations by vessels are adopted by the U.S. Environmental Protection Agency (“EPA”) or the states where we operate, compliance with these regulations could entail significant capital expenditures or otherwise increase the costs of our operations. Refer to “Capital Expenditures” in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations and “We are subject to regulation and liability under environmental and operational safety laws that could require significant expenditures or subject us to increased liability” in