Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 2025
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission File Number: 001-36437
Dorian LPG Ltd.
(Exact name of registrant as specified in its charter)
Marshall Islands
66-0818228
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
c/o Dorian LPG (USA) LLC
27 Signal Road, Stamford, CT
06902
(Address of principal executive offices)
(Zip Code)
Registrant's telephone number, including area code: (203) 674-9900
Former name, former address and former fiscal year, if changed since last report: Not Applicable
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Title of Each Class
Trading Symbol
Name of Each Exchange on Which Registered
Common stock, par value $0.01 per share
LPG
New York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☒
Accelerated filer ☐
Non-accelerated filer ☐
Smaller reporting company ☐
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
As of January 31, 2026, there were 42,744,103 shares of the registrant’s common stock outstanding.
FORWARD-LOOKING STATEMENTS
This quarterly report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Private Securities Litigation Reform Act of 1995 (the “PSLRA”), including analyses and other information based on forecasts of future results and estimates of amounts not yet determinable and statements relating to our future prospects, developments and business strategies. We intend for these forward-looking statements to be covered by the safe harbor provided for under the sections referenced in the immediately preceding sentence and the PSLRA. Forward-looking statements are identified by their use of terms and phrases such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “intend,” “likely,” “may,” “might,” “pending,” “plan,” “possible,” “potential,” “predict,” “project,” “seeks,” “should,” “targets,” “will,” “would,” and similar expressions, terms and phrases, including references to assumptions. Where we express an expectation or belief as to future events or results, such expectation or belief is expressed in good faith and believed to have a reasonable basis. However, our forward-looking statements are subject to risks, uncertainties, and other factors, which could cause actual future activities and results of operations to differ materially from future results expressed, projected, or implied by those forward-looking statements in this quarterly report.
These risks include the risks that are identified in the “Risk Factors” section of this quarterly report and of our Annual Report on Form 10-K for the fiscal year ended March 31, 2025, and also include, among others, risks associated with the following:
Actual results could differ materially from expectations expressed in the forward-looking statements if one or more of the underlying assumptions or expectations prove to be inaccurate or is not realized. You should thoroughly read this report with the understanding that our actual future results may be materially different from and worse than what we expect. Other sections of this report include additional factors that could adversely impact our business and financial performance. Moreover, we operate in an evolving environment. New risk factors and uncertainties emerge from time to time and it is not possible for our management to predict all risk factors and uncertainties, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. We qualify all of the forward-looking statements by these cautionary statements.
We caution readers of this report not to place undue reliance on forward-looking statements. Any forward-looking statements contained herein are made only as of the date of this report, and we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
The cash dividends referenced in this report are irregular dividends. All declarations of dividends are subject to the determination and discretion of our Board of Directors based on its consideration of various factors, including the Company’s results of operations, financial condition, level of indebtedness, anticipated capital requirements, contractual restrictions, restrictions in its debt agreements, restrictions under applicable law, its business prospects and other factors that our Board of Directors may deem relevant. The Board of Directors, in its sole discretion, may increase, decrease or eliminate the dividend at any time.
As used in this quarterly report and unless otherwise indicated, references to “Dorian,” the “Company,” “we,” “our,” “us,” or similar terms refer to Dorian LPG Ltd. and its subsidiaries.
TABLE OF CONTENTS
PART I.
FINANCIAL INFORMATION
ITEM 1.
FINANCIAL STATEMENTS
Unaudited Condensed Consolidated Balance Sheets as of December 31, 2025 and March 31, 2025
1
Unaudited Condensed Consolidated Statements of Operations for the three and nine months ended December 31, 2025 and December 31, 2024
2
Unaudited Condensed Consolidated Statements of Shareholders' Equity for the nine months ended December 31, 2025 and December 31, 2024
3
Unaudited Condensed Consolidated Statements of Cash Flows for the nine months ended December 31, 2025 and December 31, 2024
4
Notes to Unaudited Condensed Consolidated Financial Statements
5
ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
19
ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
29
ITEM 4.
CONTROLS AND PROCEDURES
PART II.
OTHER INFORMATION
LEGAL PROCEEDINGS
31
ITEM 1A.
RISK FACTORS
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
32
ITEM 5.
ITEM 6.
EXHIBITS
EXHIBIT INDEX
33
SIGNATURES
34
PART I — FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Unaudited Condensed Consolidated Balance Sheets
(Expressed in United States Dollars, except for share data)
As of
December 31, 2025
March 31, 2025
Assets
Current assets
Cash and cash equivalents
$
294,492,379
316,877,584
Trade receivables, net and accrued revenues
1,634,228
1,356,827
Due from related parties
71,715,752
48,090,301
Inventories
2,250,656
2,508,684
Prepaid expenses and other current assets
22,193,053
13,523,008
Total current assets
392,286,068
382,356,404
Fixed assets
Vessels, net
1,102,793,855
1,149,806,782
Vessel under construction
64,805,270
37,274,863
Total fixed assets
1,167,599,125
1,187,081,645
Other non-current assets
Deferred charges, net
25,098,842
17,237,662
Derivative instruments
1,761,090
3,497,493
Due from related parties—non-current
27,500,000
26,400,000
Restricted cash—non-current
81,418
76,028
Operating lease right-of-use assets
160,430,695
159,212,010
2,982,095
2,799,038
Total assets
1,777,739,333
1,778,660,280
Liabilities and shareholders’ equity
Current liabilities
Trade accounts payable
6,690,725
11,549,950
Accrued expenses
8,933,011
5,387,465
Due to related parties
240,732
39,339
Deferred income
501,203
679,257
Current portion of long-term operating lease liabilities
47,812,434
34,808,203
Current portion of long-term debt
97,746,233
54,504,778
Dividends payable
537,458
915,150
Total current liabilities
162,461,796
107,884,142
Long-term liabilities
Long-term debt—net of current portion and deferred financing fees
415,437,178
498,773,969
Long-term operating lease liabilities
112,630,566
124,419,545
Other long-term liabilities
1,580,355
1,476,439
Total long-term liabilities
529,648,099
624,669,953
Total liabilities
692,109,895
732,554,095
Commitments and contingencies
—
Shareholders’ equity
Preferred stock, $0.01 par value, 50,000,000 shares authorized, none issued nor outstanding
Common stock, $0.01 par value, 450,000,000 shares authorized, 54,609,290 and 54,324,437 shares issued, 42,744,103 and 42,747,720 shares outstanding (net of treasury stock), as of December 31, 2025 and March 31, 2025, respectively
546,093
543,244
Additional paid-in-capital
876,275,164
867,524,073
Treasury stock, at cost; 11,865,187 and 11,576,717 shares as of December 31, 2025 and March 31, 2025, respectively
(140,116,177)
(133,103,957)
Retained earnings
348,924,358
311,142,825
Total shareholders’ equity
1,085,629,438
1,046,106,185
Total liabilities and shareholders’ equity
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
Unaudited Condensed Consolidated Statements of Operations
(Expressed in United States Dollars)
Three months ended
Nine months ended
December 31, 2024
Revenues
Net pool revenues—related party
118,415,858
78,022,488
322,885,696
267,307,186
Time charter revenues
2,433,411
8,280,751
Other revenues, net
1,548,429
210,880
5,354,838
1,865,364
Total revenues
119,964,287
80,666,779
328,240,534
277,453,301
Expenses
Voyage expenses
1,732,701
950,842
4,109,374
2,508,379
Charter hire expenses
18,186,009
10,586,115
42,622,036
31,082,323
Profit sharing expenses
659,346
Vessel operating expenses
19,851,216
21,439,514
62,445,778
61,459,709
Depreciation and amortization
18,129,336
17,497,383
54,430,352
52,039,031
General and administrative expenses
10,779,733
7,464,856
39,701,876
34,347,576
Total expenses
69,338,341
57,938,710
203,968,762
181,437,018
Other income—related parties
685,009
655,365
1,975,737
1,936,762
Operating income
51,310,955
23,383,434
126,247,509
97,953,045
Other income/(expenses)
Interest and finance costs
(7,066,278)
(8,884,499)
(22,380,183)
(27,841,202)
Interest income
2,737,490
3,797,264
8,577,713
11,986,945
Unrealized gain/(loss) on derivatives
(170,904)
2,865,617
(1,736,403)
(3,139,248)
Realized gain on derivatives
407,391
838,906
1,474,915
4,210,274
Other gain/(loss), net
(29,756)
(638,894)
469,484
(1,091,241)
Total other expenses, net
(4,122,057)
(2,021,606)
(13,594,474)
(15,874,472)
Net income
47,188,898
21,361,828
112,653,035
82,078,573
Weighted average shares outstanding:
Basic
42,598,873
42,574,256
42,521,062
41,995,129
Diluted
42,595,323
42,671,107
42,114,087
Earnings per common share—basic
1.11
0.50
2.65
1.95
Earnings per common share—diluted
2.64
Unaudited Condensed Consolidated Statements of Shareholders’ Equity
(Expressed in United States Dollars, except for number of shares)
Number of
Additional
common
Common
Treasury
paid-in
Retained
shares
stock
capital
Earnings
Total
Balance, April 1, 2024
51,995,027
519,950
(126,837,239)
772,714,486
377,135,886
1,023,533,083
Net income for the period
51,288,140
Common share issuance
2,000,000
20,000
84,367,701
84,387,701
Dividend ($1.00 per common share)
(40,619,448)
Stock-based compensation
1,275,459
Balance, June 30, 2024
53,995,027
539,950
858,357,646
387,804,578
1,119,864,935
9,428,605
21,660
Restricted share award issuances
299,669
2,997
(2,997)
(42,804,479)
5,998,722
Purchase of treasury stock
(4,259,668)
Balance, September 30, 2024
54,294,696
542,947
(131,096,907)
864,375,031
354,428,704
1,088,249,775
1,701,724
Balance, December 31, 2024
866,076,755
332,986,053
1,068,508,848
Balance, April 1, 2025
54,324,437
10,082,101
Dividend ($0.50 per common share)
(21,323,860)
1,757,879
(1,822,780)
Balance, June 30, 2025
(134,926,737)
869,281,952
299,901,066
1,034,799,525
55,382,036
284,853
2,849
(2,849)
Dividend ($0.60 per common share)
(25,702,868)
4,961,896
(2,907,988)
Balance, September 30, 2025
54,609,290
(137,834,725)
874,240,999
329,580,234
1,066,532,601
Dividend ($0.65 per common share)
(27,844,774)
2,034,165
(2,281,452)
Balance, December 31, 2025
Unaudited Condensed Consolidated Statements of Cash Flows
Cash flows from operating activities:
Adjustments to reconcile net income to net cash provided by operating activities:
Non-cash lease expense
28,761,884
24,099,375
Amortization of financing costs
867,362
934,640
Unrealized loss on derivatives
1,736,403
3,139,248
Stock-based compensation expense
8,753,940
8,975,905
Unrealized foreign currency (gain)/loss, net
(182,198)
111,686
Other non-cash items, net
(421,713)
953,768
Changes in operating assets and liabilities
Trade receivables, inventories, prepaid expenses, and other current and non-current assets
(8,333,362)
229,943
(24,725,451)
(22,362,577)
Operating lease liabilities—current and long-term
(28,718,707)
(24,099,934)
(3,177,508)
(17,466)
Accrued expenses and other liabilities
743,591
(466,208)
201,393
2,283,789
Payments for drydocking costs
(14,593,102)
(5,082,075)
Net cash provided by operating activities
127,995,919
122,817,698
Cash flows from investing activities:
Payments for vessel under construction and other capital expenditures for vessels
(29,665,295)
(5,672,793)
Purchase of investment securities
(213,592)
Proceeds from maturity of available-for-sale debt securities
1,800,000
Net cash used in investing activities
(4,086,385)
Cash flows from financing activities:
Repayment of long-term debt borrowings
(40,962,698)
(40,115,911)
Repurchase of common stock
(4,728,002)
Dividends paid
(75,249,194)
(126,620,555)
Proceeds from common share issuances
89,000,000
Equity offering costs paid
(4,590,638)
Net cash used in financing activities
(120,939,894)
(86,586,772)
Effects of exchange rates on cash and cash equivalents
229,455
(122,672)
Net increase/(decrease) in cash, cash equivalents, and restricted cash
(22,379,815)
32,021,869
Cash, cash equivalents, and restricted cash at the beginning of the period
316,953,612
282,583,769
Cash, cash equivalents, and restricted cash at the end of the period
294,573,797
314,605,638
Supplemental disclosure of cash flow information
Cash paid for interest, net of amounts capitalized
21,049,354
25,927,772
Cash paid for operating lease liabilities
35,296,274
31,885,110
Capitalized drydocking costs included in liabilities
1,772,182
1,191,865
Vessel-related capital expenditures included in liabilities
494,063
194,185
Unpaid dividends included in liabilities
757,516
Financing costs included in liabilities
663,600
Reconciliation of cash and cash equivalents and restricted cash reported within the consolidated balance sheets to the total amount of such items reported in the statements of cash flows:
314,532,172
73,466
Cash and cash equivalents and restricted cash at end of period shown in the statement of cash flows
1. Basis of Presentation and General Information
Dorian LPG Ltd. (“Dorian”) was incorporated on July 1, 2013 under the laws of the Republic of the Marshall Islands, is headquartered in the United States, and is engaged in the transportation of liquefied petroleum gas (“LPG”) worldwide. Specifically, Dorian and its subsidiaries (together “we”, “us”, “our”, or the “Company”) are focused on owning and operating very large gas carriers (“VLGCs”), each with a cargo carrying capacity of greater than 80,000 cbm, in the LPG shipping industry. As of December 31, 2025, our fleet consists of twenty-seven VLGCs, including one dual-fuel 84,000 cbm ECO-design VLGC, or our Dual-fuel ECO VLGC; nineteen fuel-efficient 84,000 cbm ECO-design VLGCs, or our ECO VLGCs; one 82,000 cbm modern VLGC; six time chartered-in VLGCs; of which four are duel-fuel Panamax size VLGCs, one is ECO-design VLGC and one is modern VLGC. On November 24, 2023, we entered into a shipbuilding contract for a newbuilding Very Large Gas Carrier / Ammonia Carrier (“VLGC/AC”) with a cargo carrying capacity of 93,000 cbm that can transport LPG or ammonia and is expected to be delivered from Hanwha Ocean Co. Ltd. in the first calendar quarter of 2026. We provide in-house commercial management services for all of our vessels, including our vessels deployed in the Helios Pool (defined below), which may also receive commercial management services from MOL Energia (defined below). Excluding our time chartered-in vessels, we provide in-house technical management services for all of our vessels, including our vessels deployed in the Helios Pool.
Sixteen of our ECO-VLGCs, including one of our time chartered-in ECO-VLGCs, are equipped with exhaust gas cleaning systems (commonly referred to as “scrubbers”) to reduce sulfur emissions and, as of December 31, 2025, we have a contractual commitment to fabricate a scrubber for our newbuilding VLGC/AC, with installation expected to be completed during the first calendar quarter of 2026. Additionally, one of the chartered-in dual-fuel Panamax size VLGCs is equipped with a shaft generator, which generates additional electricity that can be used to reduce fuel consumption and carbon emissions.
On April 1, 2015, Dorian and MOL Energia Pte. Ltd. (“MOL Energia”), formerly known as Phoenix Tankers Pte. Ltd., began operations of Helios LPG Pool LLC (the “Helios Pool”), which entered into pool participation agreements for the purpose of establishing and operating, as charterer, under variable rate time charters to be entered into with owners or disponent owners of VLGCs, a commercial pool of VLGCs whereby revenues and expenses are shared. Refer to Note 4 below for further description of the Helios Pool.
The unaudited interim condensed consolidated financial statements and related notes have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim financial information and related Securities and Exchange Commission (“SEC”) rules for interim financial reporting. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In our opinion, all adjustments, consisting of normal recurring items, necessary for a fair presentation of financial position, operating results and cash flows have been included in the unaudited interim condensed consolidated financial statements and related notes. The unaudited interim condensed consolidated financial statements and related notes should be read in conjunction with the audited consolidated financial statements and related notes for the year ended March 31, 2025 included in our Annual Report on Form 10-K filed with the SEC on May 30, 2025.
Our interim results are subject to seasonal and other fluctuations, and the operating results for any quarter are therefore not necessarily indicative of results that may be otherwise expected for the entire year.
Our subsidiaries as of December 31, 2025, which are all wholly-owned and are incorporated in the Republic of the Marshall Islands (unless otherwise noted), are listed below.
Vessel Subsidiaries
Type of
Subsidiary
vessel
Vessel’s name
Built
CBM(1)
CJNP LPG Transport LLC
VLGC
Captain John NP
2007
82,000
Comet LPG Transport LLC
Comet
2014
84,000
Corsair LPG Transport LLC
Corsair(2)
Corvette LPG Transport LLC
Corvette
2015
Dorian Shanghai LPG Transport LLC
Cougar(2)
Concorde LPG Transport LLC
Concorde
Dorian Houston LPG Transport LLC
Cobra
Dorian Sao Paulo LPG Transport LLC
Continental
Dorian Ulsan LPG Transport LLC
Constitution
Dorian Amsterdam LPG Transport LLC
Commodore
Dorian Dubai LPG Transport LLC
Cresques(2)
Constellation LPG Transport LLC
Constellation
Dorian Monaco LPG Transport LLC
Cheyenne
Dorian Barcelona LPG Transport LLC
Clermont
Dorian Geneva LPG Transport LLC
Cratis(2)
Dorian Cape Town LPG Transport LLC
Chaparral(2)
Dorian Tokyo LPG Transport LLC
Copernicus(2)
Commander LPG Transport LLC
Commander
Dorian Explorer LPG Transport LLC
Challenger
Dorian Exporter LPG Transport LLC
Caravelle(2)
2016
Dorian Sakura LPG Transport LLC
Captain Markos(2)
2023
Dorian LPG Ammonia Transport LLC
VLGC/AC
Hull No. 2373
2026(3)
93,000
Management and Other Subsidiaries
Dorian LPG Management Corp.
Dorian LPG (USA) LLC (incorporated in USA)
Dorian LPG (UK) Ltd. (incorporated in UK)
Dorian LPG Finance LLC
Occident River Trading Limited (incorporated in UK)
Dorian LPG (DK) ApS (incorporated in Denmark)
Dorian LPG Chartering LLC
Dorian LPG FFAS LLC
Dorian LPG US Lease Finance LLC
Dorian LPG Nippon Lease LLC
2. Significant Accounting Policies
The same accounting policies have been followed in these unaudited interim condensed consolidated financial statements as those applied in the preparation of our consolidated audited financial statements for the year ended March 31, 2025 (refer to Note 2 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended March 31, 2025).
Recently Issued Accounting Pronouncements Not Yet Adopted:
In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-03, Disaggregation of Income Statement Expenses (“ASU 2024-03”), which requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements with the objective to address longstanding requests from investors to provide more detailed information about expenses presented on the face of the income statement. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and
6
interim periods within the fiscal years beginning after December 15, 2027 with early adoption permitted. The amendments are to be applied either prospectively to financial statements issued for the reporting periods after the effective date or retrospectively to any or all prior periods presented in the financial statements. We are currently evaluating the impact of the adoption of ASU 2024-03 on our consolidated financial statements and related disclosures.
We have considered all other recent accounting pronouncements issued and believe that none will have a material effect on our financial statements.
3. Segment Reporting
Our Company operates in the international transportation of liquid petroleum gas with its fleet of vessels, each of which has the same type of customer, similar operations and maintenance requirements, operates in the same regulatory environment, and are subject to similar economic characteristics. Based on this, we have determined that our Company operates in one reportable segment.
The Company’s Chief Executive Officer is the chief operating decision maker (“CODM”) and evaluates performance based on net income and operating income.
The following is a summary of information for our single reportable segment:
(in U.S. dollars)
Total Revenues
Less:
Other segment items (1)
28,224,060
24,306,874
92,156,491
84,449,845
Nonoperating loss(2)
4. Transactions with Related Parties
Dorian (Hellas), S.A.
Dorian (Hellas) S.A. (“DHSA”) formerly provided technical, crew, commercial management, insurance and accounting services to our vessels and had agreements to outsource certain of these services to Eagle Ocean Transport Inc. (“Eagle Ocean Transport”), which is 100% owned by Mr. John C. Hadjipateras, our Chairman, President and Chief Executive Officer.
Dorian LPG (USA) LLC and its subsidiaries entered into an agreement with DHSA, retroactive to July 2014 and superseding an agreement between Dorian LPG (UK) Ltd. and DHSA, for the provision by Dorian LPG (USA) LLC and its subsidiaries of certain chartering and marine operation services to DHSA, for which income was earned and included in “Other income-related parties” totaling less than $0.1 million for both the three months ended December 31, 2025 and 2024 and less than $0.1 million for the nine months ended December 31, 2025 and 2024.
As of December 31, 2025 and March 31, 2025, there was nothing due from DHSA.
7
Helios LPG Pool LLC
On April 1, 2015, Dorian and MOL Energia began operations of the Helios Pool, which entered into pool participation agreements for the purpose of establishing and operating, as charterer, under variable rate time charters to be entered into with owners or disponent owners of VLGCs, a commercial pool of VLGCs whereby revenues and expenses are shared. We hold a 50% interest in the Helios Pool as a joint venture with MOL Energia and all significant rights and obligations are equally shared by both parties. All profits of the Helios Pool are distributed to the pool participants based on pool points (see below for description of pool points) assigned to each vessel as variable charter hire and, as a result, there are no profits available to the equity investors as a share of equity. We have determined that the Helios Pool is a variable interest entity as it does not have sufficient equity at risk. We do not consolidate the Helios Pool because we are not the primary beneficiary and do not have a controlling financial interest. In consideration of Accounting Standards Codification (“ASC”) 810-10-50-4e, the significant factors considered and judgments made in determining that the power to direct the activities of the Helios Pool that most significantly impact the entity’s economic performance are shared, in that all significant performance activities which relate to approval of pool policies and strategies related to pool customers and the marketing of the pool for the procurement of customers for the pool vessels, addition of new pool vessels and the pool cost management, require unanimous board consent from a board consisting of two members from each joint venture investor. Further, in accordance with the guidance in ASC 810-10-25-38D, the Company and MOL Energia are not related parties as defined in ASC 850 nor are they de facto agents pursuant to ASC 810-10, the power over the significant activities of the Helios Pool is shared, and no party is the primary beneficiary in the Helios Pool or has a controlling financial interest. As of December 31, 2025, the Helios Pool operated twenty-nine VLGCs, including twenty-seven vessels from our fleet (including six vessels time chartered-in from unrelated parties) and two MOL Energia vessels.
As of December 31, 2025, we had net receivables from the Helios Pool of $99.0 million (net of amounts due to Helios Pool of $0.2 million which are reflected under “Due to related Parties”), including $27.5 million of working capital contributed for the operation of our vessels in the pool. As of March 31, 2025, we had net receivables from the Helios Pool of $74.4 million (net of an amount due to Helios Pool of $0.1 million which are reflected under “Due to related Parties”), including $26.4 million of working capital contributed for the operation of our vessels in the pool. Our maximum exposure to losses from the pool as of December 31, 2025 is limited to the receivables from the pool. The Helios Pool does not have any third-party debt obligations. The Helios Pool has entered into commercial management agreements with each of Dorian LPG (DK) ApS and MOL Energia and has appointed both as the exclusive commercial managers of pool vessels. Fees for such services earned by Dorian LPG (DK) ApS are included in “Other income-related parties” in the unaudited interim condensed consolidated statement of operations and were $0.6 million for both the three months ended December 31, 2025, and 2024, respectively, and $1.8 million for both the nine months ended December 31, 2025, and 2024, respectively. Additionally, we receive reimbursement of expenses such as costs for security guards, war risk insurance, and certain other voyage costs for vessels operating in the Helios Pool, for which we earned $0.5 million and $0.1 million for the three months ended December 31, 2025, and 2024, respectively, and $1.1 million and $0.9 million for the nine months ended December 31, 2025, and 2024, respectively and are included in “Other revenues, net” in the unaudited interim condensed consolidated statements of operations.
Through our vessel owning subsidiaries, we have chartered vessels to the Helios Pool during the nine months ended December 31, 2025 and 2024. The time charter revenue from the Helios Pool is variable depending upon the net results of the pool, available days and pool points for each vessel. The Helios Pool enters into voyage and time charters with external parties and receives freight and related revenue and, where applicable, incurs voyage costs such as bunkers, port costs and commissions. At the end of each month, the Helios Pool calculates net pool revenues using gross revenues, less voyage expenses of all pool vessels, less fixed time charter hire for any chartered-in vessels, less the general and administrative expenses of the pool as variable rate time charter hire for the relevant vessel to participants based on pool points (vessel attributes such as cargo carrying capacity, scrubber-equipped, fuel efficiency, fuel-type consumed, and speed are taken into consideration) and number of days the vessel participated in the pool in the period. In accordance with the pool participation agreements, pool points are finalized in arrears every six months ending September 30 and March 31 and pool profits are reallocated based on the actual recorded speed and consumption performance for each vessel operating in the Helios Pool during the preceding six-month period. Net pool revenues, less any amounts required for working capital of the Helios Pool, are distributed, to the extent they have been collected from third-party customers of the Helios Pool. We recognize net pool revenues on a monthly basis, when each relevant vessel has participated in the pool during the
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period and the amount of net pool revenues for the month can be estimated reliably. Revenue earned from the Helios Pool is presented in Note 13.
5. Deferred Charges, Net
The analysis and movement of deferred charges is presented in the table below:
Drydocking
costs
Additions
13,652,686
Amortization
(5,791,506)
6. Vessels, Net
Accumulated
Cost
depreciation
Net book Value
1,738,676,244
(588,869,462)
Other additions
1,625,919
Depreciation
(48,638,846)
1,740,302,163
(637,508,308)
Additions to vessels, net, mainly consisted of scrubber purchases and installation costs and other capital improvements for certain of our VLGCs during the nine months ended December 31, 2025. Our vessels, with a total carrying value of $1,075.4 million and $1,120.0 million as of December 31, 2025 and March 31, 2025, respectively, are first-priority mortgaged as collateral for our long-term debt (refer to Note 8 below). Captain John NP is our only VLGC that is not first-priority mortgaged as collateral for our long-term debt as of December 31, 2025 and March 31, 2025. As of December 31, 2025, we obtained independent appraisals of the technically managed VLGCs in our fleet and concluded that there were no indicators of impairment in accordance with ASC 360 Property, Plant, and Equipment. No impairment charges were recognized for the nine months ended December 31, 2025 and 2024.
7. Vessel Under Construction
On November 24, 2023 we entered into an agreement for a newbuilding VLGC/AC with a cargo carrying capacity of 93,000 cbm that can transport LPG or ammonia, which is expected to be delivered from Hanwha Ocean Co. Ltd. in the first calendar quarter of 2026.
The analysis and movement of vessel under construction is presented in the table below:
Installment payments
23,800,740
Other capitalized expenditures
1,942,381
Capitalized interest
1,787,286
8. Long-term Debt
2023 A&R Debt Facility
Refer to Note 10 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended March 31, 2025 for information on the $240.0 million amended and restated debt financing facility that we entered into on December 22, 2023 with Crédit Agricole Corporate and Investment Bank, ING Bank N.V., Skandinaviska Enskilda Banken AB (publ), BNP Paribas, and Danish Ship Finance A/S (the “2023 A&R Debt Facility”).
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We were in compliance with all financial covenants as of December 31, 2025.
BALCAP Facility
Refer to Note 10 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended March 31, 2025 for information on our $83.4 million debt financing facility that we entered into on December 29, 2021 with Banc of America Leasing & Capital, LLC and other financial institutions (the “BALCAP Facility”).
Corsair Japanese Financing
Refer to Note 10 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended March 31, 2025 for information on the refinancing of our 2014-built VLGC, Corsair, pursuant to a memorandum of agreement and a bareboat charter agreement (the “Corsair Japanese Financing”).
Cresques Japanese Financing
Refer to Note 10 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended March 31, 2025 for information on the refinancing of our 2015-built VLGC, Cresques, pursuant to a memorandum of agreement and a bareboat charter agreement (the “Cresques Japanese Financing”).
Cratis Japanese Financing
Refer to Note 10 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended March 31, 2025 for information on the refinancing of our 2015-built VLGC, Cratis, pursuant to a memorandum of agreement and a bareboat charter agreement (the “Cratis Japanese Financing”).
Copernicus Japanese Financing
Refer to Note 10 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended March 31, 2025 for information on the refinancing of our 2015-built VLGC, Copernicus, pursuant to a memorandum of agreement and a bareboat charter agreement (the “Copernicus Japanese Financing”).
Chaparral Japanese Financing
Refer to Note 10 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended March 31, 2025 for information on the refinancing of our 2015-built VLGC, Chaparral, pursuant to a memorandum of agreement and a bareboat charter agreement (the “Chaparral Japanese Financing”).
Caravelle Japanese Financing
Refer to Note 10 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended March 31, 2025 for information on the refinancing of our 2016-built VLGC, Caravelle, pursuant to a memorandum of agreement and a bareboat charter agreement (the “Caravelle Japanese Financing”).
Cougar Japanese Financing
Refer to Note 10 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended March 31, 2025 for information on the refinancing of our 2016-built VLGC, Cougar, pursuant to a memorandum of agreement and a bareboat charter agreement (the “Cougar Japanese Financing”).
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Captain Markos Dual-Fuel Japanese Financing
Refer to Note 10 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended March 31, 2025 for information on the financing of our 2023-built Dual-fuel VLGC, Captain Markos, pursuant to a memorandum of agreement and a bareboat charter agreement (the “Captain Markos Japanese Financing”).
Debt Obligations
The table below presents our debt obligations:
170,000,000
185,000,000
Japanese Financings
25,458,333
27,895,834
22,513,900
23,840,367
34,360,000
37,420,000
55,288,563
57,316,129
36,200,000
39,200,000
37,400,000
40,100,000
48,860,000
50,960,000
Total Japanese Financings
294,440,796
314,152,330
52,014,948
58,266,112
Total debt obligations
516,455,744
557,418,442
Less: deferred financing fees
3,272,333
4,139,695
Debt obligations—net of deferred financing fees
513,183,411
553,278,747
Presented as follows:
Deferred Financing Fees
The analysis and movement of deferred financing fees is presented in the table below:
Financing
(867,362)
9. Leases
Time charter-in contracts
During the nine months ended December 31, 2025, we time chartered-in one VLGC for a period of 31 months. We recognized the applicable right-of-use asset and lease liability at an initial amount of $29.9 million on our balance sheet. During this period, we also time chartered-in one VLGC for a period of 12 months that was excluded from operating lease right-of-use asset and lease liability recognition on our consolidated balance sheet.
As of December 31, 2025, right-of-use assets and lease liabilities related to all of our time charter-in VLGCs totaled $159.9 million and were recognized on our balance sheet. Our time chartered-in VLGCs were deployed in the Helios Pool and earned net pool revenues of $27.7 million and $14.5 million for the three months ended December 31, 2025 and 2024, respectively and $67.2 million and $45.6 million for the nine months ended December 31, 2025 and 2024, respectively.
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Charter hire expenses for the VLGCs time chartered in were as follows:
Office leases
We currently have operating leases for our offices in Stamford, Connecticut, USA; Copenhagen, Denmark; and Athens, Greece, which we determined to be operating leases and record the lease expense as part of general and administrative expenses in our unaudited interim condensed consolidated statements of operations. We did not enter into any new office leases and did not renew any office leases during the nine months ended December 31, 2025.
Operating lease rent expense related to our office leases was as follows:
Operating lease rent expense
162,115
142,743
433,581
404,604
For our office leases and time charter-in agreements, the discount rate used ranged from 5.17% to 6.34%. The weighted average discount rate used to calculate the lease liability was 5.73%. The weighted average remaining lease term of our office leases and time chartered-in vessels as of December 31, 2025 is 45.2 months.
Our operating lease right-of-use asset and lease liabilities as of December 31, 2025 and March 31, 2025 were as follows:
Description
Location on Balance Sheet
Assets:
Non-current
490,265
749,451
Time charter-in VLGCs
159,940,430
158,462,559
Liabilities:
Current
Office Leases
Current portion of long-term operating leases
419,887
380,127
47,392,547
34,428,076
Long-term
Long-term operating leases
82,683
385,062
112,547,883
124,034,483
Maturities of operating lease liabilities as of December 31, 2025 were as follows:
Less than one year
55,533,928
One to three years
81,433,489
Three to five years
41,174,389
More than five years
Total undiscounted lease payments
178,141,806
Less: imputed interest
(17,698,806)
Carrying value of operating lease liabilities
160,443,000
Framework agreement
During the nine months ended December 31, 2025, we entered into an arrangement with MOL Energia Pte., our partner in the Helios Pool, to equally share the income or losses on BW Tokyo, one of our time chartered-in vessels. The net result reflected in this line item represents 50% of the vessel’s revenues for the period less 50% of the vessel’s charter hire-in expenses for the period and is reflected as “Profit sharing expenses” in the unaudited interim condensed
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consolidated statements of operations. The line items net pool revenues–related party and charter-hire expense reflect 100% of the revenues and expenses, respectively, related to this vessel.
10. Common Stock
On June 7, 2024, we issued 2 million shares to the public at a price of $44.50 per share with proceeds totaling $89.0 million, less (i) $2.225 per share, or $4.5 million, of underwriting discounts and commissions, and (ii) $0.1 million of legal and other offering costs.
On February 2, 2022, our Board of Directors authorized the repurchase of up to $100.0 million of our common shares (the “2022 Common Share Repurchase Authority”). Under this authorization, when in force, purchases were and may be made at our discretion in the form of open market repurchase programs, privately negotiated transactions, accelerated share repurchase programs or a combination of these methods. The actual amount and timing of share repurchases are subject to capital availability, our determination that share repurchases are in the best interests of our shareholders, and market conditions. As of December 31, 2025, our total purchases under the 2022 Common Share Repurchase Authority totaled 355,511 shares for an aggregate consideration of $7.9 million. This amount includes 194,011 shares repurchased for $4.1 million during the nine months ended December 31, 2025. We are not obligated to make any common share repurchases.
11. Dividends
On May 2, 2025, we announced that our Board of Directors declared an irregular cash dividend of $0.50 per share of our common stock to all shareholders of record as of the close of business on May 16, 2025, totaling $21.3 million. We paid $21.2 million on May 30, 2025, with the remaining $0.1 million deferred until certain shares of restricted stock vest.
On August 1, 2025, we announced that our Board of Directors declared an irregular cash dividend of $0.60 per share to all shareholders of record as of the close of business on August 12, 2025, totaling $25.7 million. We paid $25.6 million on August 27, 2025, with the remaining $0.1 million deferred until certain shares of restricted stock vest.
On August 5, 2025, we paid $0.8 million of dividends that had been deferred until the vesting of certain restricted stock.
On November 5, 2025, we announced that our Board of Directors declared an irregular cash dividend of $0.65 per share to all shareholders of record as of the close of business on November 17, 2025, totaling $27.8 million. We paid $27.7 million on December 2, 2025, with the remaining $0.1 million deferred until certain shares of restricted stock vest.
These were irregular dividends. All declarations of dividends are subject to the determination and discretion of our Board of Directors based on its consideration of various factors, including our results of operations, financial condition, level of indebtedness, anticipated capital requirements, contractual restrictions, restrictions in our debt agreements, restrictions under applicable law, our business prospects and other factors that our Board of Directors may deem relevant.
12. Stock-Based Compensation Plans
Our stock-based compensation expense is included within general and administrative expenses in the unaudited condensed consolidated statements of operations and was $2.0 million and $1.7 million for the three months ended December 31, 2025 and 2024 and $8.8 and $9.0 for the nine months ended December 31, 2025 and 2024, respectively. Unrecognized compensation cost was $6.9 million as of December 31, 2025 and will be recognized over a remaining weighted average life of 1.30 years. For more information on our equity incentive plan, refer to Note 14 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended March 31, 2025.
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A summary of the activity of restricted shares and units awarded under our equity incentive plan as of December 31, 2025 and changes during the nine months ended December 31, 2025, is as follows:
Weighted-Average
Grant-Date
Incentive Share/Unit Awards
Number of Shares/Units
Fair Value
Unvested as of April 1, 2025
272,996
36.06
Granted
295,544
30.76
Vested
(277,319)
33.82
Unvested as of December 31, 2025
291,221
32.81
The total fair value of restricted shares that vested during the nine months ended December 31, 2025 totaled $8.5 million, which is calculated as the number of shares vested during the period multiplied by the fair value on the vesting date.
13. Revenues
Revenues comprise the following:
Net pool revenues—related party depend upon the net results of the Helios Pool, and the available days and pool points for each vessel, including 100% of net pool revenues—related party for our chartered-in vessel that is part of a framework agreement as described in Note 9 above. Refer to Note 2 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended March 31, 2025.
Other revenues, net mainly represent claim reimbursements and income from charterers relating to reimbursement of voyage expenses, such as costs for war risk insurance and security guards.
14. Financial Instruments and Fair Value Disclosures
Our principal financial assets consist of cash and cash equivalents, investment securities, amounts due from related parties, derivative instruments, trade accounts receivable, prepaid expenses and other current assets. Our principal financial liabilities consist of long-term debt, accounts payable, amounts due to related parties, and accrued liabilities.
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Additionally, we have, at times, taken positions in freight forward agreements (“FFAs”) as economic hedges to reduce the risk related to vessels trading in the spot market and to take advantage of fluctuations in market prices. Customary requirements for trading FFAs include the maintenance of initial and variation margins based on expected volatility, open position and mark-to-market of the contracts. FFAs are recorded as assets/liabilities until they are settled. Changes in fair value prior to settlement are recorded in unrealized gain/(loss) on derivatives. Upon settlement, if the contracted charter rate is less than the average of the rates for the specified route and time period, as reported by an identified index, the seller of the FFA is required to pay the buyer the settlement sum, being an amount equal to the difference between the contracted rate and the settlement rate, multiplied by the number of days in the specified period covered by the FFA. Conversely, if the contracted rate is greater than the settlement rate, the buyer is required to pay the seller the settlement sum. Settlement of FFAs are recorded in realized gain/(loss) on derivatives. FFAs are considered Level 2 items in accordance with the fair value hierarchy. We had no outstanding FFAs as of December 31, 2025.
The following table summarizes the location on the balance sheet of the financial assets and liabilities that are carried at fair value on a recurring basis, which comprise our financial derivatives, all of which are considered Level 2 items in accordance with the fair value hierarchy as of:
Derivatives not designated as hedging instruments
Interest rate swap agreements
The effect of derivative instruments within the unaudited interim condensed consolidated statements of operations for the periods presented is as follows:
Location of gain/(loss) recognized
Forward freight agreements—change in fair value
Unrealized gain on derivatives
46,220
Interest rate swaps—change in fair value
Unrealized (loss)/gain on derivatives
2,819,397
Forward freight agreements—realized loss
Realized loss on derivatives
(498,392)
Interest rate swaps—realized gain
1,337,298
Gain/(loss) on derivatives, net
236,487
3,704,523
(512,082)
4,722,356
(261,488)
1,071,026
As of December 31, 2025 and March 31, 2025, no fair value measurements for assets or liabilities under Level 1 or Level 3 were recognized in the consolidated balance sheets with the exception of Level 1 items cash and cash equivalents, restricted cash, and investment securities. We did not have any other assets or liabilities measured at fair value on a non-recurring basis during the three and nine months ended December 31, 2025 and 2024.
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The summary of gains and losses on our investment securities included in other gain/(loss), net as stated in our unaudited interim condensed consolidated statements of operations for the periods presented is as follows:
Unrealized loss on investment securities
(36,200)
(758,519)
Unrealized gain/(loss) on investment securities
519,559
(1,085,422)
We have long-term bank debt, the 2023 A&R Debt Facility, for which we believe the carrying value approximates fair value as the facility bears interest at variable interest rates based on SOFR at December 31, 2025 and 2024, which is observable at commonly quoted intervals for the full terms of the loans, and hence are considered as a Level 2 item in accordance with the fair value hierarchy. We have long-term debt related to the Corsair Japanese Financing, Cresques Japanese Financing, Cratis Japanese Financing, Copernicus Japanese Financing, Chaparral Japanese Financing, Cougar Japanese Financing, Caravelle Japanese Financing, and Captain Markos Dual-Fuel Japanese Financing, (collectively, the “Japanese Financings”) that incur interest at a fixed rate. We have long-term debt related to the BALCAP Facility that incurs interest at a fixed rate. The Japanese Financings and BALCAP Facility are considered Level 2 items in accordance with the fair value hierarchy and the fair value of each is based on a discounted cash flow analysis using current observable interest rates. The following table summarizes the carrying value and estimated fair value of our fixed rate debt obligations as of:
Carrying Value
25,341,265
27,449,194
23,873,098
25,079,649
33,269,985
35,683,595
55,522,758
56,960,711
34,996,486
37,313,039
40,325,460
41,274,707
52,316,907
54,060,280
51,177,547
56,498,815
15. Earnings Per Share (“EPS”)
Basic EPS represents net income attributable to common shareholders divided by the weighted average number of common shares outstanding during the measurement period. Our restricted stock shares include rights to receive dividends that are subject to the risk of forfeiture if service requirements are not satisfied, thus these shares are not considered participating securities and are excluded from the basic weighted-average shares outstanding calculation. Diluted EPS represent net income attributable to common shareholders divided by the weighted average number of common shares outstanding during the measurement period while also giving effect to all potentially dilutive common shares that were outstanding during the period.
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The calculations of basic and diluted EPS for the periods presented are as follows:
(In U.S. dollars except share data)
Numerator:
Denominator:
Basic weighted average number of common shares outstanding
Effect of dilutive restricted stock and restricted stock units
21,067
150,045
118,958
Diluted weighted average number of common shares outstanding
EPS:
There were 291,221 and 188,233 shares of unvested restricted stock excluded from the calculation of diluted EPS because the effect of their inclusion would be anti-dilutive for the three month period ended December 31, 2025 and 2024. There were no shares of unvested restricted stock excluded from the calculation of diluted EPS the nine months ended December 31, 2025 and December 31, 2024 because the effect of their inclusion would be anti-dilutive.
16. Commitments and Contingencies
Commitments under Newbuilding Contracts
On November 24, 2023, we entered into an agreement for a newbuilding VLGC/AC with a cargo carrying capacity of 93,000 cbm that can transport LPG or ammonia, which is expected to be delivered from Hanwha Ocean Co. Ltd. in the first calendar quarter of 2026. As of December 31, 2025, we had the following commitments related to the construction of the newbuilding:
62,253,371
Commitments under Contracts for Scrubbers and Other Vessel Upgrades
As of December 31, 2025, we had contractual commitments to fabricate scrubbers to reduce sulfur emissions and other vessel upgrades as follows:
187,780
Time Charter-in
During the nine months ended December 31, 2025, we chartered-in a VLGC for one year that was delivered to us in June 2025. As of December 31, 2025, we had the following time charter-in commitments relating to VLGCs:
6,791,662
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Operating Leases
As of December 31, 2025, we had the following commitments as a lessee under operating leases relating to our Denmark office:
64,531
Other
From time to time, we expect to be subject to legal proceedings and claims in the ordinary course of business, principally personal injury and property casualty claims. Such claims, even if lacking in merit, could result in the expenditure of significant financial and managerial resources. We are not aware of any claim that is reasonably possible and should be disclosed or probable and for which a provision should be established in the unaudited interim condensed consolidated financial statements. Also, if applicable, we record undiscounted receivables for probable loss recoveries from insurance or other parties. We are not aware of any material claim that is reasonably possible and should be disclosed in the unaudited interim condensed consolidated financial statements.
17. Subsequent Events
Dividend
On January 30, 2026, we announced that our Board of Directors declared an irregular cash dividend of $0.70 per share of the Company’s common stock totaling $29.9 million. The dividend is payable on or about February 24, 2026 to all shareholders of record as of the close of business on February 9, 2026.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion contains forward-looking statements that involve risks and uncertainties. As a result of many factors, such as those set forth under “Item 1A. Risk Factors” herein and in our Annual Report on Form 10-K for the year ended March 31, 2025, our actual results may differ materially from those anticipated in these forward-looking statements. Please also see the section entitled “Forward-Looking Statements” included in this quarterly report.
Overview
We are a Marshall Islands corporation headquartered in the United States and primarily focused on owning and operating VLGCs, each with a cargo-carrying capacity of greater than 80,000 cbm, in the LPG shipping industry. Our founding executives have managed vessels in the LPG shipping market since 2002. Our fleet currently consists of twenty-seven VLGC carriers, including one dual-fuel 84,000 cbm ECO-design VLGC, or our Dual-fuel ECO VLGC; nineteen fuel-efficient 84,000 cbm ECO-design VLGCs, or our ECO VLGCs; one 82,000 cbm modern VLGC; six time chartered-in VLGCs; four of which are Panamax size dual-fuel VLGCs; one time chartered-in ECO VLGC; and one chartered-in modern VLGC. The twenty-seven VLGCs in our fleet, including the six time chartered-in vessels, as of January 31, 2026, have an aggregate carrying capacity of approximately 2.3 million cbm and an average age of 10.0 years. On November 24, 2023, we entered into an agreement for a newbuilding VLGC/AC with a cargo carrying capacity of 93,000 cbm that can transport LPG or ammonia and is expected to be delivered from Hanwha Ocean Co. Ltd. in the first calendar quarter of 2026.
Currently, sixteen of our ECO VLGCs, including one of our time chartered-in ECO-VLGCs, are fitted with exhaust gas cleaning systems (commonly referred to as “scrubbers”) to reduce sulfur emissions. We have a contractual commitment to fabricate a scrubber for our newbuilding VLGC/AC, with installation expected to be completed during the first calendar quarter of 2026. Vessels fitted with scrubbers allow us to reduce our emissions and to burn less refined fuel, which is frequently cheaper than more refined, lower sulfur grades. When the cost of more refined fuel exceeds that of less refined fuel, we are typically able to earn a higher TCE for spot voyages and to potentially contract time charters at higher rates compared to vessels without scrubbers. Additionally, one of the chartered-in dual-fuel Panamax size VLGCs is equipped with a shaft generator, which generates additional electricity that can be used to reduce fuel consumption and carbon emissions.
On April 1, 2015, Dorian and MOL Energia began operations of the Helios Pool, which entered into pool participation agreements for the purpose of establishing and operating, as charterer, under a variable rate time charter to be entered into with owners or disponent owners of VLGCs, a commercial pool of VLGCs whereby revenues and expenses are shared. The vessels entered into the Helios Pool may operate either in the spot market, pursuant to contracts of affreightment, or COAs, or on time charters of two years' duration or less. As of January 31, 2026, all twenty-seven of our VLGCs were employed in the Helios Pool, including our six time chartered-in vessels.
Our customers, either directly or through the Helios Pool, include or have included global energy companies such as Exxon Mobil Corp., Chevron Corp., China International United Petroleum & Chemicals Co., Ltd., Royal Dutch Shell plc, Equinor ASA, Total S.A., and Sunoco LP, commodity traders such as Glencore plc, Itochu Corporation, Bayegan Group, Gunvor Group, and the Vitol Group and importers such as E1 Corp., Indian Oil Corporation, SK Gas Co. Ltd., and Astomos Energy Corporation, or subsidiaries of the foregoing.
We continue to pursue a balanced chartering strategy by employing our vessels on a mix of multi-year time charters, some of which may include a profit-sharing component, shorter-term time charters, spot market voyages and COAs. See “Our Fleet” below for more information and the definition of Pool-TCO.
Recent Developments
Our Fleet
The following table sets forth certain information regarding our fleet as of January 31, 2026:
Scrubber
Time
Capacity
ECO
Equipped
Charter-Out
(Cbm)
Shipyard
Year Built
Vessel(1)
or Dual-Fuel
Employment
Expiration(2)
Dorian VLGCs
Hyundai
Pool(4)
X
S
Corsair(3)
Cougar(3)
Pool-TCO(5)
Q3 2027
Cresques(3)
Hanwha Ocean
Cratis(3)
Chaparral(3)
Copernicus(3)
Q3 2026
Caravelle(3)
Captain Markos(3)
Kawasaki
DF
1,762,000
Time chartered-in VLGCs
Future Diamond(6)
80,876
2020
HLS Citrine(7)
86,090
HLS Diamond(8)
Cristobal(9)
86,980
Crystal Asteria(10)
84,229
2021
BW Tokyo(11)
83,271
Mitsubishi
2009
20
Results of Operations – For the three months ended December 31, 2025 as compared to the three months ended December 31, 2024
The following table compares our revenues for the three months ended December 31:
Increase /
Percent
2025
2024
(Decrease)
Change
40,393,370
51.8
%
(2,433,411)
(100.0)
1,337,549
634.3
39,297,508
48.7
Revenues, which represent net pool revenues—related party, time charter revenues, and other revenues, net, were $120.0 million for the three months ended December 31, 2025, an increase of $39.3 million, or 48.7%, from $80.7 million for the three months ended December 31, 2024 primarily due to higher average TCE rates and increased available days. TCE rates rose by $14,262 per available day from $36,071 for the three months ended December 31, 2024 to $50,333 for the three months ended December 31, 2025. The increase in TCE rates was primarily due to higher spot rates and lower bunker prices. The Baltic Exchange Liquid Petroleum Gas Index, an index published daily by the Baltic Exchange for the spot market rate for the benchmark Ras Tanura-Chiba route (expressed as U.S. dollars per metric ton), averaged $67.767 during the three months ended December 31, 2025 compared to an average of $55.717 during the three months ended December 31, 2024. The average price of very low sulfur fuel oil (expressed as U.S. dollars per metric ton) from Singapore and Fujairah decreased from $570 during the three months ended December 31, 2024, to $452 during the three months ended December 31, 2025. Available days for our fleet increased from 2,210 for the three months ended December 31, 2024 to 2,349 for the three months ended December 31, 2025, mainly driven by an increase in the number of vessels in our fleet, partially offset by a modest increase in off-hire days due to drydocking.
Vessel Operating Expenses
Vessel operating expenses were $19.9 million during the three months ended December 31, 2025, or $10,275 per vessel per calendar day, which is calculated by dividing vessel operating expenses by calendar days for the relevant time-period for the technically-managed vessels that were in our fleet and decreased by $1.5 million, or 7.4% from $21.4 million for the three months ended December 31, 2024. The decrease of $822 per vessel per calendar day, from $11,097 for the three months ended December 31, 2024 to $10,275 per vessel per calendar day for the three months ended December 31, 2025 was partially due to a decrease of non-capitalizable drydock-related operating expenses. Excluding non-capitalizable drydock-related operating expenses, daily operating expenses decreased by $603, or 5.9%, from $10,161 for the three months ended December 31, 2024 to $9,558 for the three months ended December 31, 2025, primarily resulting from reductions of spares and stores.
General and Administrative Expenses
General and administrative expenses were $10.8 million for the three months ended December 31, 2025, an increase of $3.3 million, or 44.4%, from $7.5 million for the three months ended December 31, 2024, driven by increases of $2.0 million in expenses under our Cash Incentive Compensation Plan, $0.6 million in employee-related costs and benefits, $0.3 million in stock-based compensation expense, and $0.4 million in other general and administrative expenses in the period ended December 31, 2025 when compared to the period ended December 31, 2024.
21
Interest and Finance Costs
Interest and finance costs amounted to $7.1 million for the three months ended December 31, 2025, a decrease of $1.8 million, or 20.5%, from $8.9 million for the three months ended December 31, 2024. The decrease of $1.8 million during this period was mainly due to (i) a reduction of $1.0 million in interest on our long-term debt, (ii) an increase of $0.7 million in capitalized interest, and (iii) a decrease of $0.1 million in loan expenses and bank charges. The decrease of $1.0 million in loan interest on our long-term debt was driven by a reduction of average indebtedness, excluding deferred financing fees, from $579.9 million for the three months ended December 31, 2024, to $526.0 million for the three months ended December 31, 2025, as well as a lower SOFR rate on the 2023 A&R Debt Facility during the three months ended December 31, 2025 when compared to the three months ended December 31, 2024.
Interest Income
Interest income amounted to $2.7 million for the three months ended December 31, 2025, compared to $3.8 million for the three months ended December 31, 2024. The decrease of $1.1 million is mainly attributable to (i) reduced interest rates over the periods presented, and (ii) moderately lower average cash balances for the three months ended December 31, 2025 when compared to the three months ended December 31, 2024.
Unrealized Gain/(Loss) on Derivatives
Unrealized loss on derivatives amounted to $0.2 million for the three months ended December 31, 2025, compared to a gain of $2.9 million for the three months ended December 31, 2024. The $3.1 million difference is primarily attributable to changes in forward SOFR yield curves and changes in notional amounts.
Realized Gain on Derivatives
Realized gain on derivatives amounted to $0.4 million for the three months ended December 31, 2025, compared to $0.8 million for the three months ended December 31, 2024. The unfavorable $0.4 million change is primarily attributable to (i) a $0.9 million reduction of realized gains on our interest rate swaps (ii) partially offset by reduced realized losses on our FFAs of $0.5 million.
Results of Operations – For the nine months ended December 31, 2025 as compared to the nine months ended December 31, 2024
The following table compares our revenues for the nine months ended December 31:
55,578,510
20.8
(8,280,751)
3,489,474
187.1
50,787,233
18.3
Revenues, which represent net pool revenues—related party, time charter revenues, and other revenues, net, were $328.2 million for the nine months ended December 31, 2025, an increase of $50.7 million, or 18.3%, from $277.5 million for the nine months ended December 31, 2024 primarily due to higher average TCE rates and increased available days for our fleet. TCE rates rose by $7,020 per available day from $41,178 for the nine months ended December 31, 2024 to $48,198 for the nine months ended December 31, 2025, primarily due to higher spot rates and lower bunker prices. The Baltic Exchange Liquid Petroleum Gas Index, an index published daily by the Baltic Exchange for the spot market rate for the benchmark Ras Tanura-Chiba route (expressed as U.S. dollars per metric ton), averaged $71.104 during the nine months ended December 31, 2025 compared to an average of $60.041 during the nine months ended December 31, 2024. The average price of very low sulfur fuel oil (expressed as U.S. dollars per metric ton) from Singapore and Fujairah
22
decreased from $602 during the nine months ended December 31, 2024, to $490 during the nine months ended December 31, 2025. Available days for our fleet increased from 6,677 the nine months ended December 31, 2024 to 6,725 for the nine months ended December 31, 2025, mainly driven by an increase in the number of vessels in our fleet, partially offset by higher off-hire days due to drydocking.
Vessel operating expenses were $62.4 million during the nine months ended December 31, 2025, or $10,813 per vessel per calendar day, which is calculated by dividing vessel operating expenses by calendar days for the relevant time-period for the technically-managed vessels that were in our fleet and increased by $0.9 million, or 1.6% from $61.5 million for the nine months ended December 31, 2024. The increase of $171 per vessel per calendar day, from $10,642 for the nine months ended December 31, 2024 to $10,813 per vessel per calendar day for the nine months ended December 31, 2025 was primarily the result of an increase of $639 per vessel per calendar day of non-capitalizable drydock-related operating expenses. Excluding non-capitalizable drydock-related operating expenses, daily operating expenses were decreased by $469 from $10,180 for the nine months ended December 31, 2024 to $9,711 for the nine months ended December 31, 2025, mainly as a result of decreases in (i) spares and stores and (ii) repairs and maintenance costs.
General and administrative expenses were $39.7 million for the nine months ended December 31, 2025, an increase of $5.4 million, or 15.6%, from $34.3 million for the nine months ended December 31, 2024. The increase was primarily driven by increases of $4.2 million in cash bonuses, including $2.6 million in expenses under our Cash Incentive Compensation Plan, and $1.2 million in employee related costs and benefits.
Interest and finance costs amounted to $22.4 million for the nine months ended December 31, 2025, a decrease of $5.4 million, or 19.6%, from $27.8 million for the nine months ended December 31, 2024. The decrease of $5.4 million during this period was mainly due to (i) a reduction of $3.5 million in interest on our long-term debt, (ii) an increase of $1.8 million in capitalized interest, and (iii) a decrease of $0.1 million in loan expenses and bank charges. The decrease of $3.5 million in loan interest on our long-term debt was driven by a decrease in average indebtedness, excluding deferred financing fees, from $593.2 million for the nine months ended December 31, 2024 to $539.5 million for the nine months ended December 31, 2025, as well as a lower SOFR rate on the 2023 A&R Debt Facility during the nine months ended December 31, 2025 when compared to the nine months ended December 31, 2024.
Interest income amounted to $8.6 million for the nine months ended December 31, 2025, compared to $12.0 million for the nine months ended December 31, 2024. The decrease of $3.4 million is mainly attributable to (i) reduced interest rates over the periods presented, and (ii) lower average cash balances for the nine months ended December 31, 2025 when compared to the nine months ended December 31, 2024.
Unrealized Loss on Derivatives
Unrealized loss on derivatives amounted to $1.7 million for the nine months ended December 31, 2025, compared to $3.1 million for the nine months ended December 31, 2024. The $1.4 million difference is primarily attributable to changes in forward SOFR yield curves and changes in notional amounts.
Realized gain on derivatives was $1.5 million for the nine months ended December 31, 2025, compared to $4.2 million for the nine months ended December 31, 2024. The unfavorable $2.7 million change is primarily attributable to a
23
$3.2 million reduction of realized gains on our interest rate swaps, partially offset by reduced realized losses on our FFAs of $0.5 million.
Operating Statistics and Reconciliation of GAAP to non-GAAP Measures
To supplement our financial statements presented in accordance with U.S.GAAP, we present certain operating statistics and non-GAAP measures to assist in the evaluation of our business performance. These non-GAAP measures include Adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”) and time charter equivalent rate. These non-GAAP measures may not be comparable to similarly titled measures used by other companies and should not be considered in isolation or as a substitute for net income and revenues, which are the most directly comparable measures of performance prepared in accordance with GAAP.
(in U.S. dollars, except fleet data)
Financial Data
Adjusted EBITDA(1)
74,182,190
45,242,519
198,478,998
169,351,603
Fleet Data
Calendar days(2)
1,932
5,775
Time chartered-in days(3)
552
368
1,383
1,100
Available days(4)
2,349
2,210
6,725
6,677
Average Daily Results
Time charter equivalent rate(5)
50,333
36,071
48,198
41,178
Daily vessel operating expenses (6)
10,275
11,097
10,813
10,642
Adjusted EBITDA has certain limitations in use and should not be considered an alternative to net income/(loss), operating income, cash flow from operating activities or any other measure of financial performance presented in accordance with U.S. GAAP. Adjusted EBITDA excludes some, but not all, items that affect net income/(loss). Adjusted EBITDA as presented below may not be computed consistently with similarly titled measures of other companies and, therefore, might not be comparable with other companies.
The following table sets forth a reconciliation of net income to Adjusted EBITDA (unaudited) for the periods presented:
7,066,278
8,884,499
22,380,183
27,841,202
Unrealized (gain) / loss on derivatives
170,904
(2,865,617)
Realized gain on interest rate swaps
(407,391)
(1,337,298)
(1,474,915)
(4,722,356)
Adjusted EBITDA
24
(in U.S. dollars, except available days)
(1,732,701)
(950,842)
(4,109,374)
(2,508,379)
Time charter equivalent
118,231,586
79,715,937
324,131,160
274,944,922
Pool adjustment*
274,222
(1,316,039)
895,366
(2,050)
Time charter equivalent excluding pool adjustment*
118,505,808
78,399,898
325,026,526
274,942,872
Available days
TCE rate:
Time charter equivalent rate
TCE rate excluding pool adjustment*
50,449
35,475
48,331
* Adjusted for the effects of reallocations of pool profits in accordance with the pool participation agreements primarily resulting from the actual speed and consumption performance of the vessels operating in the Helios Pool exceeding the originally estimated speed and consumption levels.
Liquidity and Capital Resources
Our business is capital intensive, and our future success depends on our ability to maintain a high-quality fleet. As of December 31, 2025, we had cash and cash equivalents of $294.5 million and restricted cash of $0.1 million.
Our primary source of capital during the nine months ended December 31, 2025 was $128.0 million in cash generated from operations. As of December 31, 2025, the outstanding balance of our long-term debt, net of deferred
25
financing fees of $3.3 million, was $513.2 million including $97.7 million of principal on our long-term debt scheduled to be repaid within the next twelve months.
Operating expenses, including expenses to maintain the quality of our vessels in order to comply with international shipping standards and environmental laws and regulations, the funding of working capital requirements, long-term debt repayments, financing costs, commitments, as described in Note 16 to our unaudited condensed consolidated financial statements, for the building of a VLGC/AC, the fabrication and installation of scrubber, and drydocking represent our short-term, medium-term and long-term liquidity needs as of December 31, 2025. We anticipate satisfying our liquidity needs for at least the next twelve months with cash on hand, cash from operations, and, if needed, drawdowns on the revolving credit facility available under the 2023 A&R Debt Facility. We may also seek additional liquidity through alternative sources of debt financings and/or through equity financings by way of private or public offerings. However, if these sources are insufficient to satisfy our short-term liquidity needs, or to satisfy our future medium-term or long-term liquidity needs, we may need to seek alternative sources of financing and/or modifications of our existing credit facility and financing arrangements. There is no assurance that we will be able to obtain any such financing or modifications to our existing credit facility and financing arrangements on terms acceptable to us, or at all.
On February 2, 2022, our Board of Directors authorized the repurchase of up to $100.0 million of our common shares. Under this authorization, when in force, purchases were and may be made at our discretion in the form of open market repurchase programs, privately negotiated transactions, accelerated share repurchase programs or a combination of these methods. The actual amount and timing of share repurchases are subject to capital availability, our determination that share repurchases are in the best interests of our shareholders, and market conditions. As of December 31, 2025, our total purchases under the 2022 Common Share Repurchase Authority totaled 355,511 shares for an aggregate consideration of $7.9 million. This includes 194,011 shares repurchased for $4.1 million during the nine months ended December 30, 2025. See “Item 2. Unregistered Sales of Equity Securities and Use of Proceeds – Issuer Purchases of Equity Securities.” We are not obligated to make any common share repurchases.
On November 5 2025, we announced that our Board of Directors declared an irregular cash dividend of $0.65 per share to all shareholders of record as of the close of business on November 17, 2025, totaling $27.8 million. We paid $27.7 million on December 2, 2025, with the remaining $0.1 million deferred until certain shares of restricted stock vest.
These were irregular dividends. All declarations of dividends are subject to the determination and discretion of the Company’s Board of Directors based on its consideration of various factors, including the Company’s results of operations, financial condition, level of indebtedness, anticipated capital requirements, contractual restrictions, restrictions in its debt agreements, restrictions under applicable law, its business prospects and other factors that the Company’s Board of Directors may deem relevant. Our dividend policy will also impact our future liquidity position. Marshall Islands law generally prohibits the payment of dividends other than from surplus or while a company is insolvent or would be rendered insolvent by the payment of such a dividend.
As part of our growth strategy, we will continue to consider strategic opportunities, including the acquisition or charter-in of additional vessels. We may choose to pursue such opportunities through internal growth, joint ventures, business acquisitions, or other transactions. We expect to finance the purchase price of any future acquisitions either
26
through internally generated funds, public or private debt financings, public or private issuances of additional equity securities or a combination of these forms of financing.
Cash Flows
The following table summarizes our cash and cash equivalents provided by/(used in) operating, financing and investing activities for the nine months ended December 31:
Operating Cash Flows. Net cash provided by operating activities for the nine months ended December 31, 2025 was $128.0 million, compared to $122.8 million for the nine months ended December 31, 2024. The $5.2 million increase in cash generated from operations was primarily driven by increased cash flows from operating profits (refer to Results of Operations – For the nine months ended December 31, 2025 as compared to the nine months ended December 31, 2024, for drivers of changes in revenues and expenses for the applicable periods), partially offset by changes in working capital, mainly driven by increased payments for drydocking and special survey costs, as well as by unfavorable changes in amounts due from the Helios Pool as distributions from the Helios Pool are impacted by the timing of the completion of voyages, spot market rates and bunker prices.
Net cash flow from operating activities depends upon our overall profitability, spot market rates for vessels employed on voyage charters and in the Helios Pool, charter rates agreed to for time charters, the timing and amount of payments for drydocking expenditures and unscheduled repairs and maintenance, fluctuations in working capital balances and bunker costs.
Investing Cash Flows. Net cash used in investing activities was $29.7 million for the nine months ended December 31, 2025 compared with net cash used in investing activities of $4.1 million for the nine months ended December 31, 2024. For the nine months ended December 31, 2025, net cash used in investing activities was comprised of $29.7 million of payments for vessel under construction and other capital expenditures for vessels.
For the nine months ended December 31, 2024, net cash used in investing activities was comprised of $5.7 million of payments for vessel capital expenditures and $0.2 million in purchases of investment securities, partially offset by a $1.8 million maturity of available-for-sale debt securities.
Financing Cash Flows. Net cash used in financing activities was $120.9 million for the nine months ended December 31, 2025, compared with net cash used in financing activities of $86.6 million for the nine months ended December 31, 2024. For the nine months ended December 31, 2025, net cash used in financing activities consisted of (i) dividend payments of $75.2 million; (ii) repayments of long-term debt of $41.0 million; and (iii) payments to repurchase common stock of $4.7 million.
For the nine months ended December 31, 2024, net cash used in financing activities consisted of (i) dividend payments of $126.6 million; (ii) repayments of long-term debt of $40.1 million; and (iii) payments to repurchase common stock of $4.3 million; partially offset by $84.4 million of net proceeds from an issuance of common shares ($89.0 million of gross proceeds less offering costs paid of $4.6 million).
Capital Expenditures. LPG maritime transportation is a capital‑intensive business, requiring significant investment to maintain an efficient fleet and to stay in regulatory compliance.
We are generally required to complete a special survey for a vessel once every five years. Drydocking of vessels occurs every five years unless an extension is granted by the classification society to seven and one-half years and the vessel is not older than 15 years of age. Intermediate surveys are performed every two and one-half years after every
27
special survey. Drydocking each vessel takes approximately 20 to 35 days. We spend significant amounts for scheduled drydocking (including the cost of classification society surveys) for each of our vessels.
As our vessels age and our fleet expands, our drydocking expenses will increase. We estimate the current cash outlay for a VLGC drydocking and special survey to be approximately $2.1 million to $2.2 million per vessel (excluding any capital improvements, such as scrubbers, ballast water management systems, ammonia upgrades, energy saving devices, and performance improvement additions to the vessel that may be made during such drydockings) and the cost of an intermediate survey to be between $150,000 and $250,000 per vessel. Ongoing costs for compliance with environmental regulations are primarily included as part of our drydocking and classification society survey costs. In order to comply with current emissions regulations, we have installed scrubbers on fifteen of our vessels and have one chartered-in scrubber-equipped vessel, which allows us to burn heavy fuel oil. Our other non-dual fuel vessels currently consume compliant fuels on board (0.5% sulfur), which are readily available globally, but at a significantly higher cost. We have entered into a contract to fabricate a scrubber for installation on our newbuilding VLGC/AC with remaining commitments on this contract totaling $0.2 million as of December 31, 2025. We also have one Dual-fuel ECO VLGC and four chartered-in dual-fuel vessels that have the capability to burn LPG as fuel, which we believe provides an economic benefit over traditional fuel. Please see “Item 1A. Risk Factors—Risks Relating to Our Company— We may incur increasing costs for the drydocking, maintenance or replacement of our vessels as they age and the risks associated with older vessels could adversely affect our ability to obtain profitable charters” in our Annual Report on Form 10-K for the year ended March 31, 2025.
On November 24, 2023, we entered into an agreement for a newbuilding VLGC/AC with a cargo carrying capacity of 93,000 cbm that can transport LPG or ammonia, which is expected to be delivered from Hanwha Ocean Co. Ltd. in the first calendar quarter of 2026. As of December 31, 2025 we had approximately $62.3 million of commitments under the newbuilding contracts outstanding that we expect to settle upon delivery of the vessel.
For information relating to our secured term loan facilities and Japanese financing arrangements, refer to Note 10 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended March 31, 2025 and Note 8 to our unaudited interim condensed consolidated financial statements for December 31, 2025 included herein.
Off-Balance Sheet Arrangements
We currently do not have any off‑balance sheet arrangements.
Critical Accounting Estimates
The following is an update to the Critical Accounting Estimates set forth in “Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report on Form 10-K for the year ended March 31, 2025.
Impairment of long-lived assets. We review our vessels for impairment when events or circumstances indicate the carrying amount of the asset may not be recoverable. In addition, we compare independent appraisals to our carrying value for indicators of impairment to our vessels. When such indicators are present, an asset is tested for recoverability by comparing the estimate of future undiscounted net operating cash flows expected to be generated by the use of the asset over its remaining useful life and its eventual disposition to its carrying amount. An impairment charge is recognized if the carrying value is in excess of the estimated future undiscounted net operating cash flows. The impairment loss is measured based on the excess of the carrying amount over the fair market value of the asset. The new lower cost basis would result in a lower annual depreciation than before the impairment.
28
Our estimates of fair market value assume that our vessels are all in good and seaworthy condition without need for repair and if inspected would be certified in class without notations of any kind. Our estimates are based on information available from various industry sources, including:
As we obtain information from various industry and other sources, our estimates of fair market value are inherently uncertain. In addition, vessel values are highly volatile; as such, our estimates may not be indicative of the current or future fair market value of our vessels or prices that we could achieve if we were to sell them.
As of December 31, 2025, independent appraisals of our technically-managed VLGCs in our fleet had no indications of impairment on any of our VLGCs in accordance with ASC 360 Property, Plant, and Equipment. No impairment charges were recognized for the nine months ended December 31, 2025 and 2024.
Recent Accounting Pronouncements
Refer to Note 2 to our unaudited interim condensed consolidated financial statements included herein for a discussion of recent accounting pronouncements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
For additional discussion of our exposure to market risk, refer to “Item 7A. Quantitative and Qualitative Disclosures About Market Risk” included in our Annual Report on Form 10-K for the year ended March 31, 2025.
Interest Rate Risk
The LPG shipping industry is capital intensive, requiring significant amounts of investment. Much of this investment is provided in the form of long-term debt. Our 2023 A&R Debt Facility, as described in Note 8 to our unaudited interim condensed consolidated financial statements, contains interest rates that fluctuate with SOFR. We have one outstanding interest rate swap agreement. We have hedged $136.0 million of amortizing principal under the 2023 A&R Debt Facility as of December 31, 2025 (corresponding to 80% of the outstanding indebtedness under that agreement) and thus increasing interest rates could adversely impact our future earnings due to additional interest expense on the unhedged portion of that debt. For the 12 months following December 31, 2025, a hypothetical increase or decrease of 20 basis points in the underlying SOFR rates would result in an increase or decrease of our interest expense on all of our non-hedged interest-bearing debt by $0.1 million assuming all other variables are held constant.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
An evaluation was performed under the supervision and with the participation of our management, including our Chief Executive Officer, or CEO, and Chief Financial Officer, or CFO, of the effectiveness of our disclosure controls and
procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of December 31, 2025. Based on that evaluation, our CEO and CFO concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and is accumulated and communicated to our management, including our CEO and CFO, to allow timely decisions regarding required disclosure. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those internal control systems determined to be effective can provide only a level of reasonable assurance with respect to financial statement preparation and presentation.
Changes in Internal Control Over Financial Reporting
There have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) during the nine months ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II — OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
From time to time, we expect to be subject to legal proceedings and claims in the ordinary course of business, principally personal injury and property casualty claims. Such claims, even if lacking in merit, could result in the expenditure of significant financial and managerial resources. We are not aware of any claim that is reasonably possible and should be disclosed or probable and for which a provision should be established in the accompanying unaudited interim condensed consolidated financial statements.
ITEM 1A. RISK FACTORS
Our operations and financial results are subject to various risks and uncertainties that could adversely affect our business, financial condition, results of operations, cash flows, and the trading price of our common shares. The following is an update to the risk factors that may cause actual results to differ materially from those anticipated as set forth in “Item 1A. Risk Factors” of our Annual Report on Form 10-K for the year ended March 31, 2025.
Increased trade tensions between the U.S. and other countries could have a material adverse effect on our operations and financial results.
On April 17, 2025, the United States Trade Representative (“USTR”) implemented significant trade actions as the result of an investigation conducted under Section 301 of the Trade Act of 1974, including a fee to be paid by a vessel’s operator for any vessel owned or operated by a Chinese entity arriving to a U.S. port, to be paid up to five times per calendar year, per vessel pursuant to a formula relating to a vessels tonnage capacity. Another fee, under Annex II of the USTR’s notice of action, would be charged to operators of Chinese-built vessels, subject to certain targeted coverage exclusions. These fees became effective for vessels arriving at U.S. ports of entry on October 14, 2025.
On October 10, 2025, in response to the USTR action, China’s Ministry of Transport (the “Ministry”) announced retaliatory special port service fees applicable to vessels calling at Chinese ports which are built or flagged in the U.S. or owned or operated by certain U.S.-linked persons. These fees also became effective on October 14, 2025, although there was ambiguity surrounding the application and legal responsibility of the port fees.
On November 1, 2025 the U.S. announced that it had reached a trade agreement with China whereby both countries agreed in part to a one-year suspension of the implementation of these port fees beginning on November 10, 2025. As such, we do not expect us or our charterers to be materially impacted by such port fees at this time. However, trade relations between the two countries can be unpredictable and volatile, and other retaliatory actions by U.S., China or other countries could indirectly impact port-related costs, disrupt global shipping patterns and potentially cause delays in cargo movement, or increased congestion and costs at ports worldwide, including U.S. ports, further compounding disruptions within the global shipping industry. At this time we cannot predict what actions may be taken in the future or how such actions may ultimately impact our operations and financial results or our charterers.
In addition, in January 2026 President Trump expressed an increased interest in the U.S. acquiring control of Greenland from Denmark. Denmark and other European countries outwardly rejected any unilateral takeover by the U.S., which resulted in threats from President Trump to impose tariffs on Denmark and several other countries including Norway, Germany, France and the UK. While President Trump has since rescinded such tariff threats and the possibility of the U.S. using military force to acquire Greenland, any increased tensions between the U.S. and European countries as a result of ongoing discussions over this matter could potentially result in a trade war or impact NATO, which could have a material adverse effect on the U.S. and global economy and indirectly affect our industry and business.
Geopolitical instability in Venezuela may result in short and long term effects on the oil market, and could adversely impact our business, financial position and results of operations.
As a result of the U.S. military’s raid and extraction of Venezuela's leader Nicolás Maduro in January 2026, which has resulted in political uncertainty and unrest in the country, it is possible that there will be a shift in U.S. sanctions or trade policy concerning the sale and transportation of Venezuelan oil, which could have a broader impact on the market for oil production, sale and transportation out of South America. Such conditions could impact charter rates, fuel costs, shipping routes and other factors in the oil and natural gas industry globally, including potentially the LPG market. While we will continue to monitor these developments, it is unknown to what extent such sanctions will be retained, expanded or otherwise modified by the U.S., or the effect that any such actions or any actions taken by other countries in response will have on us or our industry, but such measures along with continuing political uncertainty could have an adverse effect on our business, financial conditions, and results of operations.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Issuer Purchases of Equity Securities
The table below sets forth information regarding our purchases of our common shares during the quarterly period ended December 31, 2025:
Shares
Purchased as
Part of
Maximum Dollar
Publicly
Value of Shares
Number
Average
Announced
that May Yet Be
of Shares
Price Paid
Plans or
Purchased Under the
Period
Purchased
Per Share
Programs
Plan or Programs
October 1 to 31 2025
94,397,162
November 1 to 30, 2025
December 1 to 31, 2025
94,011
24.30
92,112,944
Purchases of our common shares during the quarterly period ended December 31, 2025 represent share repurchases under our 2022 Common Share Repurchase Program. For more information, see “Item 5 – Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities – Common Share Repurchase Authority” of our Annual Report on Form 10-K for the year ended March 31, 2025.
ITEM 5. OTHER INFORMATION
During the three months ended December 31, 2025, and as of December 31, 2025, no director or officer (as defined under Exchange Act Rule 16a-1(f)) of the Company has adopted or terminated any “Rule 10b5-1 trading arrangement” or any “non-Rule 10b5-1 trading arrangement”, as defined under Item 408(a) of Regulation S-K.
ITEM 6. EXHIBITS
See accompanying Exhibit Index for a list of exhibits filed or furnished with this report.
Exhibit Number
31.1
Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2
Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1†
Certifications of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2†
Certifications of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS
Inline XBRL Document
101.SCH
Inline XBRL Taxonomy Extension Schema
101.CAL
Inline XBRL Taxonomy Extension Schema Calculation Linkbase
101.DEF
Inline XBRL Taxonomy Extension Schema Definition Linkbase
101.LAB
Inline XBRL Taxonomy Extension Schema Label Linkbase
101.PRE
Inline XBRL Taxonomy Extension Schema Presentation Linkbase
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in exhibit 101)
†
This certification is deemed not filed for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended.
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
(Registrant)
Date: February 4, 2026
/s/ John C. Hadjipateras
John C. Hadjipateras
President and Chief Executive Officer
(Principal Executive Officer)
/s/ Theodore B. Young
Theodore B. Young
Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)