ZIM Integrated Shipping Services - 20-F annual report 2025

ZIM INTEGRATED SHIPPING SERVICES LTD.

 

TABLE OF CONTENTS

 

			Page
INTRODUCTION AND USE OF CERTAIN TERMS			1
PRESENTATION OF FINANCIAL AND OTHER INFORMATION			6
FORWARD-LOOKING STATEMENTS			7
PART I			10
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS			10
A.	Directors and senior management		10
B.	Advisers		10
C.	Auditors		10
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE			10
A.	Offer statistics		10
B.	Method and expected timetable		10
ITEM 3. KEY INFORMATION			10
A.	Selected financial data		10
B.	Capitalization and indebtedness		10
C.	Reasons for the offer and use of proceeds		10
D.	Risk factors		10
ITEM 4. INFORMATION ON THE COMPANY			45
A.	History and development of the company		45
B.	Business Overview		45
C.	Organizational structure		73
D.	Property, plant and equipment		73
ITEM 4A. UNRESOLVED STAFF COMMENTS			73
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS			73
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES			88
A.	Directors and senior management		88
B.	Compensation		91
C.	Board practices		93
D.	Employees		99
E.	Share ownership		100
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS			101
A.	Major shareholders		101
B.	Related party transactions		102
C.	Interests of Experts and Counsel		109
ITEM 8. FINANCIAL INFORMATION			109
A.	Consolidated statements and other financial information		109
B.	Significant changes		110
ITEM 9. THE OFFER AND LISTING			110
A.	Offering and listing details		110
B.	Plan of distribution		110
C.	Markets		110
D.	Selling shareholders		110
E.	Dilution		110
F.	Expenses of the issue		110
ITEM 10. ADDITIONAL INFORMATION			111
A.	Share capital		111
B.	Memorandum of association and bye-laws		111
C.	Material contracts		111
D.	Exchange controls		113
E.	Taxation		113
F.	Dividends and paying agents		118
G	Statement by experts		118
H.	Documents on display		118
I.	Subsidiary information		118

ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK			118
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES			119
A.	Debt securities		119
B.	Warrants and rights		119
C.	Other securities		119
D.	American Depositary Shares		119
PART II			120
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES			120
A.	Defaults		120
B.	Arrears and delinquencies		120
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS			120
ITEM 15. CONTROLS AND PROCEDURES			120
A.	Disclosure Controls and Procedures		120
B.	Management’s Annual Report on Internal Control over Financial Reporting		120
C.	Attestation Report of the Registered Public Accounting Firm		120
D.	Changes in Internal Control over Financial Reporting		121
ITEM 16. RESERVED			121
ITEM 16A. Audit committee financial expert			121
ITEM 16B. Code of Conduct			121
ITEM 16C. Principal Accountant Fees and Services			121
ITEM 16D. Exemptions from the listing standards for audit committees			122
ITEM 16E. Purchases of equity securities by the issuer and affiliated purchasers			122
ITEM 16F. Change in registrant’s certifying accountant			122
ITEM 16G. Corporate governance			122
ITEM 16H. Mine safety disclosure			122
ITEM 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections			122
ITEM 16J. Insider trading policy			123
ITEM 16K. Cybersecurity			123
PART III			124
ITEM 17. Financial statements			124
ITEM 18. Financial statements			124
ITEM 19. Exhibits			124
Index to Consolidated Financial Statements			F-2

INTRODUCTION AND USE OF CERTAIN TERMS

 

We have prepared this Annual Report using a number of conventions, which you should consider when reading the information contained herein. In this Annual Report, the “Company,” “we,” “us” and “our” shall refer to ZIM Integrated Shipping Services Ltd., or ZIM. The following are definitions of certain terms that are commonly used in the shipping industry and in this Annual Report.

 

 

 

PRESENTATION OF FINANCIAL AND OTHER INFORMATION

 

We report under International Financial Reporting Standards, or IFRS, as issued by the International Accounting Standards Board, or the IASB. None of the financial statements were prepared in accordance with generally accepted accounting principles in the United States. We present our financial statements in U.S. dollars. We have made rounding adjustments to some of the figures included in this Annual Report. Accordingly, numerical figures shown as totals in some tables may not be an arithmetic aggregation of the figures that precede them.

 

Items included in our financial statements are measured using the currency of the primary economic environment in which we operate, the U.S. dollar, or the Functional Currency. Our financial statements and other financial information included in this Annual Report are presented in U.S. dollars unless otherwise noted. See Note 2(d) of our audited consolidated financial statements for the year ended December 31, 2025, included elsewhere in this Annual Report.

 

FORWARD-LOOKING STATEMENTS

 

We make forward-looking statements in this Annual Report that are subject to risks and uncertainties. These forward-looking statements include information about possible or assumed future results of our business, financial condition, results of operations, liquidity, plans and objectives. In some cases, you can identify forward-looking statements by terminology such as “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “expect,” “predict,” “potential,” or the negative of these terms or other similar expressions. Forward-looking statements include, but are not limited to, such matters as:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The preceding list is not intended to be an exhaustive list of all of our forward-looking statements. The forward-looking statements are based on our beliefs, assumptions and expectations of future performance, taking into account the information currently available to us. These statements are only estimates based upon our current expectations and projections about future events. There are important factors that could cause our actual results, levels of activity, performance or achievements to differ materially from the results, levels of activity, performance or achievements expressed or implied by the forward-looking statements. In particular, you should consider the risks provided under Item 3.D “Risk factors” in this Annual Report.

 

You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that future results, levels of activity, performance and events and circumstances reflected in the forward-looking statements will be achieved or will occur. Each forward-looking statement speaks only as of the date of the particular statement. Except as required by law, we undertake no obligation to update publicly any forward-looking statements for any reason after the date of this Annual Report, to conform these statements to actual results or to changes in our expectations.

 

 

EXPLANATORY INFORMATION

 

On February 16, 2026, we entered into an Agreement and Plan of Merger (“Merger Agreement”) by and among the Company, Hapag-Lloyd AG, a German stock corporation (Aktiengesellschaft) incorporated under the laws of Germany (“Parent”), and Norazia (Israel) Ltd., a company organized under the laws of the State of Israel and a direct or indirect wholly owned Subsidiary of Parent (“Merger Sub”). Pursuant to the Merger Agreement, and upon the terms and subject to the conditions therein, Merger Sub will merge with and into us (the “Merger”), and we will remain the surviving corporation in the Merger and a wholly owned subsidiary of Parent. Subject to the terms and conditions of the Merger Agreement, at the effective time of the Merger, each of our outstanding ordinary share, of no par value, excluding the Special State Share (as defined in this Annual Report above), will be transferred to Parent in exchange for the right to receive $35.00 per share in cash, without interest (the “Merger Consideration”).

 

For a description and a copy of the Merger Agreement, see “Item 10.C – Material Contracts - Entry Into Agreement and Plan of Merger with Hapag-Lloyd AG”, and our report on Form 6-K, filed with the SEC on February 17, 2026.

 

If the Merger is completed, our ordinary shares will be delisted from the New York Stock Exchange and deregistered under the Securities Exchange Act of 1934.

 

Our board of directors unanimously approved the Merger and the Merger Agreement. The completion of the Merger is subject to certain conditions, including, among others, the approval of the Merger Agreement and the Merger by the affirmative vote of the holders of a simple majority of the voting power of our ordinary shares represented at a shareholders meeting, the approval in accordance with the Special State Share and the receipt of required regulatory approvals under applicable competition and foreign investment laws. If the closing conditions are not satisfied or waived and the Merger is not consummated by February 17, 2027, or, if extended, until June 30, 2027, either we or Parent may, under certain circumstances, choose not to proceed with the Merger. There can be no assurance that any required approval will be obtained, and the timing thereof cannot be predicted. There are many risk factors that could cause our actual results, level of activity, performance or achievements or matters relating to the Merger Agreement transaction to differ materially from expected or as included in forward-looking statements. See Item 3.D “Risk factors – Risks related to our Merger Agreement with Hapag-Lloyd AG”.

 

 Unless indicated otherwise by the context, the discussion in this annual report regarding our future business plans and activities does not take into account the effect of the consummation of the Merger.

 

PART I

 

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

 

 

Not applicable.

 

 

Not applicable.

 

 

Not applicable.

 

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE

 

 

Not applicable.

 

 

Not applicable.

 

ITEM 3. KEY INFORMATION

 

 

[Reserved]

 

 

Not applicable.

 

 

Not applicable.

 

 

 

Summary of Risk Factors

 

The following is a summary of some of the principal risks we face. The list below is not exhaustive, and investors should read this “Risk factors” section in full.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The container shipping industry is extensively regulated and recently has been subject to increased legislative initiatives and extensive scrutiny by regulators around the world, especially in the U.S. and China. If we are found to be in violation of the applicable regulation, we could be subject to various sanctions, including monetary sanctions. Furthermore, in recent years, several governments have adopted and are promoting additional legislation intended to provide an advantage to local and/or national shipping industry participants over foreign-based carriers. The U.S. and China have adopted new regulations which impose port fees on non-local carriers and foreign-built vessels. These regulations are currently suspended until the last quarter of 2026, however, if resumed, will significantly increase our operating expenses, and we may be unable to recover them from our customers or at all.

 

Risks related to the Merger Agreement with Hapag-Lloyd AG

 

The completion of the Merger is subject to certain conditions, including, among others:

 

The completion of the Merger is not subject to any financing condition.

 

The fulfillment of certain of these conditions is beyond our control. There can be no assurance that any of the required approvals will be obtained, and the timing thereof cannot be predicted. If the closing conditions are not satisfied or waived and the Merger is not consummated by the February 17, 2027, or if extended, by June 30, 2027 (the “Outside Date”), either we, or Hapag-Lloyd AG, may, under certain circumstances, choose not to proceed with the Merger. We and Hapag-Lloyd AG may terminate the Merger Agreement in accordance with its provisions. Moreover, if we terminate the Merger Agreement, or if Hapag-Lloyd AG terminates the Merger Agreement following a change to our Board of Director recommendations with respect to the consummation of the Merger Agreement, to pursue a superior acquisition transaction, or if we enter into an acquisition transaction within 18 months of the termination of the Merger Agreement due to the failure to consummate the Merger Agreement by the Outside Date, under certain circumstances we would be required to pay Hapag-Lloyd AG a termination fee of $150,000,000 in cash.

 

There can be no assurance that the Merger will be completed in a timely manner or at all. If the conditions are not satisfied or waived in a timely manner and the Merger is not completed, our shareholders will not receive any of the Merger Consideration of $35.00 per ordinary share. Further, unexpected events, change or other circumstances could give rise to the termination of the Merger Agreement. In an event of failure to complete the Merger, our directors, senior management and employees may have expended extensive time and effort and have experienced significant distractions from their work, and we will have incurred significant transaction costs during the period between signing the Merger Agreement and the failed closing and after. In addition, we could be subject to litigation related to any failure to complete the Merger.

 

If any one or more of these risks materialize, our financial condition, results of operations, prospects, share price, business, growth plans and/or operations, as well as our ability to raise funds (if required), may be materially adversely affected.

 

The State of Israel holds a Special State Share in us, which imposes certain limitations on our operating and managing activities and could negatively affect our business and results of our operations. The Special State Share requires us, among others: (i) to remain incorporated and registered in the State of Israel with its headquarters and principal office domiciled in Israel, (ii) to maintain a minimal fleet of 11 seaworthy vessels that are fully owned by us, at least three of which must be capable of carrying general cargo, (iii) at least a majority of our board of directors, including the chairperson, to be Israeli citizens, (iv) the chief executive officer of the Company to be an Israeli citizen, and (v) prior written consent from the State of Israel for any transfer or issuance of shares that confers possession of 35% or more of our issued share capital, or that provides control over us.

In connection with the Merger Agreement, Hapag-Lloyd AG entered into a binding memorandum of understanding with FIMI Opportunity 7, L.P. and FIMI Israel Opportunity 7, Limited Partnership (together, “FIMI”), pursuant to which Hapag-Lloyd AG and FIMI have agreed to use their respective reasonable best efforts to obtain the approval to consummate the transactions contemplated under the Merger Agreement, including the Merger and the Special State Share Release (as defined below), by the State of Israel pursuant to the Special State Share (the “Special State Share Approval”) and to consummate the Special State Share Assumption (as defined below). Pursuant to the Merger Agreement, Hapag-Lloyd AG has agreed to use reasonable best efforts to obtain an irrevocable and perpetual release of us from all rights and obligations relating to the Special State Share (the “Special State Share Release”), which may be obtained pursuant to a transaction (the “Special State Share Assumption”) in which Hapag-Lloyd AG causes at least 11 qualifying vessels to be sold or transferred to FIMI (or another qualifying Israeli partner), and such Israeli partner enters into a binding assumption agreement with the State of Israel pursuant to which it assumes the rights and obligations of the Special State Share effective as of the closing of the Merger.

 

There is no assurance that the Special State Share Release will be obtained, in a timely manner or at all, or under which conditions. If we cannot obtain the Special State Share Release, we will not be able to complete the Merger as planned and this may materially and adversely affect our financial condition, results of operations, prospects, share price, business, growth plans and/or operations, as well as our ability to raise funds.

 

Because the Special State Share restricts the ability of a shareholder to gain control of our Company, the existence of the Special State Share may have an anti-takeover effect and therefore depress the price of our ordinary shares or otherwise negatively affect our business and results of operations.

 

 

The pendency of the Merger may cause uncertainty about our future and disrupt our business. The Merger Agreement generally requires us to operate our business in the ordinary course and restricts us from taking certain actions until the Merger is completed. The Merger agreement includes covenants and other limitations which may limit our strategic opportunities and ability to respond quickly to market trends. These restrictions may prevent us from pursuing otherwise attractive business opportunities, making certain investments, or making other changes to our business that could be beneficial to our shareholders. While the Merger is pending, we are subject to a number of risks that may harm our financial condition, results of operations, prospects, share price, business, growth plans and/or operations and our ability to raise funds, including, but not limited to:

 

 

 

 

 

 

 

Until the Merger is completed or the Merger Agreement is terminated, with limited exceptions, the Merger Agreement prohibits us, our subsidiaries and their respective representatives from soliciting alternative acquisition proposals from third parties or providing information to or participating in discussions or negotiations with third parties regarding alternative acquisition proposals. In addition, if we terminate the Merger Agreement in order to enter into a written definitive agreement with respect to a superior proposal, or if we engage in such a transaction within 18 months following the termination of the agreement because the Merger Agreement did not close by the Outside Date, we will be required to pay to Parent a termination fee of $150 million.

 

As of the date of this annual report, there are no pending lawsuits challenging the Merger. However, securities class action lawsuits and derivative lawsuits are often brought against public companies that have entered into acquisition, Merger or other business combination agreements like the Merger agreement. Even if such a lawsuit is without merit, defending against these claims can result in substantial costs and divert management time and resources. This risk increases if a U.S. court determines that the forum selection clause in our articles of association is unenforceable in a lawsuit involving Israeli law claims, as this could lead to such claims being litigated in U.S. courts, substantially increasing the costs and complexity of the proceedings. An adverse judgment could result in monetary damages, which could have a negative impact on Parent’s and our respective liquidity and financial condition. Lawsuits that may be brought against Hapag-Lloyd AG, us or our respective directors could also seek, among other things, injunctive relief or other equitable relief, including a request to rescind parts of the Merger agreement already implemented and to otherwise enjoin the parties from consummating the Merger. Such litigation, if not resolved, could prevent or delay completion of the Merger and result in substantial costs to the Company, including any costs associated with the indemnification of directors and officers. One of the conditions to the Closing is the absence of any condition, objection, order, injunction, decree, judgment or ruling imposing a Burdensome Condition (as defined in the Merger Agreement). Therefore, if a plaintiff were successful in obtaining an injunction prohibiting the consummation of the Merger on the agreed-upon terms, then such injunction may prevent the Merger from being completed, or from being completed within the expected timeframe. The defense or settlement of any lawsuit or claim that remains unresolved at the time the Merger is completed may adversely affect our business, financial conditions, results of operations and cash flows.

 

 

Our managers and employees may have interests in the transaction contemplated by the Merger Agreement that may be different from, or in addition to, those of our shareholders. These interests include, among other things, the right to accelerate vesting of equity awards, the indemnification and insurance and certain payments and benefits provisions contained in or permitted by the Merger Agreement. Our current management and employees may be uncertain about their future roles and relationships with us following the completion of the Merger, and as a result, we are experiencing labor interruptions as a result of disagreements between management and unionized employees. If such disagreements persist or more disagreements arise and are not resolved in a timely and cost-effective manner, such labor conflicts could have a material adverse effect on our business and financial results. Disputes with our unionized employees may result in work stoppage, strikes and time-consuming litigation. In addition, we may not be able to attract and retain key personnel during the pendency of the Merger.

 

 

 

The completion of the Merger may trigger change-in-control or other provisions in certain agreements to which we are a party. If we or Hapag-Lloyd AG are unable to negotiate waivers of those provisions, the counterparties may exercise their rights and remedies under the agreements, potentially terminating the agreements or seeking monetary damages. Even if we or Hapag-Lloyd AG are able to negotiate waivers, the counterparties may require a fee for such waivers or seek to renegotiate the agreements on terms less favorable to us.

 

 

 

Our principal operations are in the container shipping market and we are significantly dependent on conditions in this market, which are for the most part beyond our control. For example, our results in any given period are substantially impacted by supply and demand in the container shipping market, which impacts freight rates, bunker prices, and the prices we pay under the charters for our vessels. Unlike some of our competitors, we do not own any ports or similar ancillary assets. Due to our relative lack of diversification, an adverse development in the container shipping industry would have a significant impact on our financial condition and results of operations.

 

The container shipping industry is dynamic and volatile and has been marked in recent years by instability and uncertainties as a result of global geopolitical and economic crises and the many conditions and factors that affect supply and demand in the shipping industry, which include:

 

 

 

 

 

 

 

 

 

 

 

 

As a result of some of these factors, including cyclical fluctuations in demand and supply, container shipping companies have experienced volatility in freight rates. For example, on January 1, 2025, the comprehensive Shanghai (Export) Containerized Freight Index (SCFI) started with 2,505 points, then dropped to 1,300 points on April 1, 2025, increased again to 2,000 points on June 1, 2025 and dropped back to 1,400 on December 31, 2025. Freight rates trends may change depending on future supply and demand curves, bottlenecks around the world and other factors. Furthermore, rates within the charter market, through which we source most of our capacity, may fluctuate significantly based upon changes in supply and demand for shipping services. Charter hire rates in 2025 have moderately increased with similar charter periods on average compared to 2024. See below “– We charter-in most of our fleet, which makes us more sensitive to availability of vessels and fluctuations in the charter rates, therefore some of the costs associated with our future chartering of vessels are unpredictable.”

 

As global trends continue to change, it remains difficult to predict their impact on the container shipping industry and on our business. If we are unable to adequately predict and respond to market changes, they could have a material adverse effect on our business, financial condition, results of operations and liquidity.

 

 

Our business and operating results have been, and will continue to be, affected by worldwide and regional economic and geopolitical challenges, including global economic downturns. In particular, the outbreak of the war between Israel and Hamas and subsequently between Israel and Iran and other Iranian-backed proxies (such as Hezbollah in Lebanon and Houthi rebels in Yemen), the military tensions between the U.S., Venezuela and Iran and the political and economic instability and unpredictability in the Middle East, may adversely affect our business operations as an Israeli-based company. See also risk factor below “– We are incorporated and based in Israel and, therefore, our results may be adversely affected by political, economic and military instability in Israel and the Middle East. Specifically, the current military tensions between the U.S. and Iran, Israel and Iran and Iranian-backed proxies as well as the military tensions between Israel and Hamas after the ceasefire in October 2025 may adversely affect our business.”

 

Furthermore, since October 2023, the Iranian-linked Houthis in Yemen have been persistently launching attacks against vessels sailing in the Red Sea crossing the Bab-El-Mandeb straits, threatening vessels entering the Red Sea, causing cargo flow disruptions and disrupting global shipping, while particularly threatening Israeli owned or related vessels, or vessels calling Israeli ports. In response, and similarly to other carriers, we have taken proactive measures by re-routing some of our vessels and restructuring our services on the Indian subcontinent to the East Mediterranean trade, affecting global supply chain with longer voyage schedules and higher costs of operations. Plans to resume maritime routes through the Red Sea by certain carries have not yet fully materialized, and the situation remains volatile and unpredictable. Any development or escalation of this situation may have an adverse effect on our business operations and financial results.

 

The current military conflicts in the Middle East, the tension between the U.S. and Iran, between Russia and Ukraine, and any current and possible future conflicts or escalations thereof may further adversely affect the global supply chain and the maritime shipping industry and lead to a decline in the financial markets or a rise in energy prices. The ongoing conflicts also impede the global flow of goods, which could result in product and food shortages, harm economic growth and place more pressure on inflation. Furthermore, freight movement and supply chains in the Red Sea, Ukraine and neighboring countries have been, and may continue to be, significantly disrupted. Economic sanctions levied on Russia, Iran, Hamas and its leaders and on Russian oil and oil products may cause further global economic downturns, including additional increases in bunker costs. A further deterioration of the current conflicts or other geopolitical instabilities may cause global markets to plummet, affect global trade, increase bunker prices and may have a material adverse effect on our business, financial condition, results of operations and liquidity.

 

Currently, global demand for container shipping is highly volatile across regions and remains subject to downside risks stemming mainly from factors such as reduction in consumption, geopolitical conditions, risk of global economic recession, changes to trade policies  and new tariffs, potential increase of interest rates, threat of pandemics, severe hits to the gross domestic product (GDP) growth of both advanced and developing countries, fiscal fragility in advanced economies, high sovereign debt levels, highly accommodative macroeconomic policies and persistent difficulties accessing credit.

 

According to a report by the International Monetary Fund (IMF), as of January 2026, global GDP growth is expected to remain stable at 3.2% in 2026, similarly to 2025. Global headline inflation is expected to decline to 3.8% in 2026 and 3.4% in 2027. Geopolitical trends and economic downturns may decrease global growth and increase inflation more than currently expected. The recent deterioration in the global economy has caused, and may continue to cause, volatility or a decrease in worldwide demand for certain goods shipped in containerized form. In particular, if growth in the regions in which we conduct significant operations, including the United States, Asia and the Black Sea, Europe and Mediterranean regions, slows for a prolonged period and/or there is significant additional deterioration in the global economy, such conditions could have a material adverse effect on our business, financial condition, results of operations and liquidity.

 

Uncertainty in the global economy, possible recent events such as changes to U.S. international trade agreements, greater restrictions on free trade and significant increases in tariffs on goods imported into the United States, may lead to fewer goods transported and the need to restructure certain terms of business with our suppliers or customers. During 2025, the U.S. government altered its approach to international trade policy and in some cases renegotiated certain existing bilateral or multi-lateral trade agreements and treaties with other countries. Some foreign governments, including China, have instituted retaliatory tariffs on certain U.S. goods and have indicated their willingness to impose additional tariffs on U.S. products. In May 2025 China and the U.S. have reached an agreement which reduced the tariffs to roughly 30% (depending on the imported products), however trade tensions still ensue. Furthermore, a recent U.S. Supreme Court ruling determined that certain tariffs imposed by President Trump pursuant to the International Emergency Economic Powers Act are invalid, adding uncertainty and confusion to the business environment. See “—A decrease in the level of China’s export of goods could have a material adverse effect on our business.” A significant portion of our containers and chartered vessels are manufactured in China. Global trade disruption, introductions of new trade barriers and bilateral trade frictions, together with any future downturns in the global economy resulting therefrom, could adversely affect our business, financial condition and results of operations.

 

If these or other global conditions continue to deteriorate during 2026, global growth may take another downturn and demand in the shipping industry may decrease. Geopolitical challenges, including political crises and military conflicts, trade wars, weather and natural disasters, embargoes and canal closures could also have a material adverse effect on our business, financial condition and results of operations.

 

In addition, under weak economic conditions or global recession, our customers and suppliers would experience deterioration of their businesses, cash flow shortages and/or difficulty in obtaining financing due to, amongst other causes, an increase in interest rates. As a result, our existing or potential customers and suppliers may delay or cancel plans to purchase our services or may be unable to fulfil their obligations to us in a timely fashion.

 

 

Although we also operate in many other countries in Asia, a significant portion of our business originates from China and therefore depends on the level of imports and exports to and from China. Trade tensions between the U.S. and China have intensified in recent years, reduced bilateral trade between the U.S. and China and led to shifts in trade structure and reductions in container trade. Particularly, recent U.S. tariffs imposed or threatened to be imposed on China may cause a decrease in exports from China to the U.S. and an increase in costs associated with such exports, which may materially and adversely affect our business, financial condition and results of operations.  For more information on the risks related to U.S./China trade restrictions, see “– Our business may be adversely affected by trade protectionism in the markets that we serve, particularly in China.” Furthermore, as China exports considerably more goods than it imports, any reduction in or hindrance to China-based exports, whether due to trade restrictions, decreased demand from the rest of the world, an economic slowdown in China, seasonal decrease in manufacturing levels due to the Chinese New Year holiday, factory shutdowns due to pandemics or other factors, could have a material adverse effect on our business. For instance, in recent years the Chinese government has implemented economic policies aimed at increasing domestic consumption of Chinese-made goods and national security measures for Hong Kong which may have the effect of reducing the supply of goods available for export and may, in turn, result in decreased demand for cargo shipping. In recent years, China has experienced an increasing level of economic autonomy and a gradual shift toward a “market economy” and enterprise reform. However, many of the reforms implemented, particularly some price limit reforms, are unprecedented or experimental and may be subject to revision, change or abolition. The level of imports to and exports from China could be adversely affected by changes to these economic reforms by the Chinese government, as well as by changes in political, economic and social conditions, or other relevant policies of the Chinese government. Geopolitical tensions and changing trade policies may also affect the volume and the geographic scope of exports from China. Changes in laws and regulations, including with regard to tax matters, and their implementation by local authorities could affect our vessels calling on Chinese ports and could have a material adverse effect on our business, financial condition and results of operations.

 

 

According to Alphaliner, as of December 31, 2025, global container ship capacity was approximately 33.3 million TEUs, spread across approximately 6,700 vessels. Global container ship capacity is expected to increase by 3.7% in 2026, which is significantly lower than the growth rate of 7.3% in 2025 and growth rate of 10.3% in 2024. The expected  vessels deliveries during 2026 is 1.4 million TEUs out of a total vessels order book of 11.3 million TEU, while demand for shipping services is projected to increase by only 2.5%, (slightly lower than the growth in demand of 3.5% in 2025), therefore the increase in vessel capacity is expected to continue to be higher than the increase in demand for container shipping.

 

We endeavor to adapt our vessel fleet capacity to the supply and demand trends.  As of December 31, 2025, we operated 128 vessels. Responses to changes in market conditions may be slower as a result of the time required to build new vessels and adapt to market needs and due to shortage of vessels in the charter market, or, on the opposite, to terminate charter agreements earlier than expected. As shipping companies purchase vessels years in advance of their actual use to address expected demand, vessels may be delivered during times of decreased demand (or oversupply if other carriers act in kind) or unavailable during times of increased demand, leading to a supply/demand mismatch. The container shipping industry may face oversupply in the coming years and numerous other factors beyond our control may also contribute to increased capacity, including deliveries of new, refurbished or converted vessels, the possible full reopening of the Suez Canal,  port and canal congestion, any change in the practice of slow steaming, a reduction in the number of void voyages and a decrease in the number of vessels that are out of service (e.g., vessels that are laid-up, drydocked, or are otherwise not available for hire), as well as decreased scrapping levels of older vessels. In the event of overcapacity, there is no guarantee that measures of blank sailings and redelivery of chartered vessels will prove successful, partially or at all in mitigating the gap between excess supply and demand. Excess capacity generally depresses freight rates and can lead to lower utilization of vessels, which may adversely affect our revenues and costs of operations, profitability and asset values.

 

 

Global development of new terminals continues to be outpaced by the increase in demand. In addition, the increasing vessel size of containership newbuilding has forced adjustments to be made to existing container terminals. As such, existing terminals are coping with high berth utilization and space limitations of stacking yards, which are at near-full capacity. This results in longer cargo operations times for the vessels and port congestion, which could increase operating expenses and have a material adverse effect on affected shipping lines. Decisions about container terminal expansion and port access are made by national or local governments and are outside of our control. Such decisions are based on local policies, priorities and concerns and the interests of the container shipping industry may not be considered.

 

Our access to ports may also be limited or unavailable due to other reasons. As industry capacity and demand for container shipping continue to grow, we may have difficulty in securing sufficient berthing windows to expand our operations in accordance with our growth strategy, due to the limited availability of terminal facilities. Further, we do not own or hold any substantial investments in ports, terminals or related facilities which could further increase this risk, especially in cases of express or expedited services that we operate, which depend on our ability to secure favorable berthing windows that facilitate the flow of the carried cargo along the supply chain. In addition to ports, our access to canal transit may be restricted due to various reasons, including weather conditions such as the worsening drought conditions in the Panama Canal or the Yemeni Houthis’ continued attacks on vessels in the Red Sea headed to the Suez Canal. If canal transit remains restricted or inaccessible altogether, we will be required to limit the number of vessels in the canals or re-route our vessels altogether, which is expected to increase our operating expenses and may have a material adverse effect on our business, financial condition and results of operations.

 

Our status as an Israeli company has limited, and may continue to limit, our ability to call on certain ports. For example, in August 2025 we received a notice from the Turkish Port Authorities through our local agent that vessels owned, managed or operated by an entity related to Israel will not be permitted to berth in Turkish ports due to a new regulation adopted with an immediate effect, causing us to reroute our vessels and develop a mitigating plan which reduced the potential adverse effects of this regulation. Prior to that, in December 2023, the Malaysian government announced its decision to prohibit us from docking at any Malaysian port in response to the Israel-Hamas war. Furthermore, major ports may close for long periods of time due to maintenance, natural disasters, strikes, pandemics, or other reasons beyond our control. Ports and terminals may implement certain measures such as dwell-time fees or similar charges applied against containers that remain in the terminal longer than the specified number of days, as well as work procedures intended to relieve congestion which may also limit our access to terminals and apply additional costs to us or to our customers. These and other measures may be imposed in additional ports and terminals in other geographical areas, and we may not be able to recover or mitigate the additional costs by applying similar charges on our customers. Congestion, economic trends and geopolitical events may place pressure on terminals to increase their services rates, thereby increasing our operating expenses. We cannot ensure that our efforts to secure sufficient port access will be successful. Any of these factors may have a material adverse effect on our business, financial condition and results of operations.

 

 

Our operations are exposed to the risk of increased trade protectionism. Governments may use trade barriers in an effort to protect their domestic industries against foreign imports, thereby further depressing demand for container shipping services. In recent years, increased trade protectionism in the markets that we access and serve, particularly in China, where a significant portion of our business originates, has caused, and may continue to cause, increases in the cost of goods exported and the risks associated with exporting goods as well as a decrease and volatility in the quantity of goods shipped. In November 2020, China and an additional 15 countries in the Asia-Pacific region entered into the largest free trade pact, the RCEP Regional Comprehensive Economic Partnership, which is expected to strengthen China’s position on trade protectionism related matters. China’s import and export of goods may continue to be affected by trade protectionism, specifically the ongoing U.S.-China trade tensions, which has been characterized by escalating trade barriers between the U.S. and China as well as trade relations among other countries. See “ – A decrease in the level of China’s export of goods could have a material adverse effect on our business.” These risks may have a direct impact on demand in the container shipping industry.  As tensions between China and the U.S. continue, there is no assurance that further escalation will be avoided or that current tensions will not be exacerbated.

 

The current U.S. administration has advocated greater restrictions on trade generally and significant increases on tariffs on certain goods imported into the United States from certain trade partners, and has taken steps toward restricting trade in certain goods. China and other countries have retaliated in response to new trade policies, treaties and tariffs implemented by the United States to such trade partners. The Recent U.S. Supreme Court ruling invalidating certain tariffs imposed by President Trump further adds uncertainty to the business environment. See “-Global economic downturns and geopolitical challenges throughout the world could have a material adverse effect on our business, financial condition and results of operations”. Such trade escalations have had, and may continue to have, an adverse effect on manufacturing levels, trade levels and specifically, may cause an increase in the cost of goods exported from, and the risks associated with, exporting goods from a country or region subject to tariffs. Such increases may also affect the quantity of goods to be shipped, shipping time schedules, voyage costs and other associated costs. Further, increased tensions may adversely affect oil demand, which would have an adverse effect on shipping rates. They could also result in an increased number of vessels sailing from a country or region with less than their full capacity being met. These restrictions may encourage local production over foreign trade which may, in turn, affect the demand for maritime shipping. In addition, there is uncertainty regarding further trade agreements (such as with the EU), trade barriers or restrictions on trade in the United States. In addition, certain governments recently introduced legislation which would provide an advantage to local and national industry participants over foreign-based carriers, and if this legislative trend continues or increases, it could obstruct or impede the provision of our services in certain jurisdictions. See also – “The shipping industry is subject to extensive government regulation and standards, international treaties and trade prohibitions and sanctions.” Any increased trade barriers or restrictions on trade may affect the global demand for our services and could have a material adverse effect on our business, financial condition and results of operations.

 

 

Our TEUs carried can vary depending on the balance of trade flows between different world regions. For each service we operate, we measure the utilization of a vessel on the “strong,” or dominant, leg, as well as on the “weak,” or counter-dominant, leg by dividing the actual number of TEUs carried on a vessel by the vessel’s effective capacity. Utilization per voyage is generally higher when transporting cargo from net export regions to net import regions (the dominant leg). Considerable expenses may result when empty containers must be transported on the counter-dominant leg. We seek to manage the container repositioning costs that arise from the imbalance between the volume of cargo carried in each direction by utilizing our global network to increase cargo on the counter-dominant leg and by triangulating our land transportation activities and services. If we are unable to successfully match demand for container capacity with available capacity in nearby locations, we may incur significant balancing costs to reposition our containers in other areas where there is demand for capacity. It is not guaranteed that we will always be successful in minimizing the costs resulting from the counter-dominant leg trade, which could have a material adverse effect on our business, financial condition and results of operations. Furthermore, sharpening imbalances in world trade patterns — rising trade deficits of net import regions in relation to net export regions — may exacerbate imbalances between the dominant and counter-dominant legs of our services. This could have a material adverse effect on our business, financial condition and results of operations.

 

The container shipping industry has historically experienced a reduction in the number of major carriers and the termination and reformation of strategic alliances and partnerships among container carriers and this trend may continue in the future. Past consolidation in the industry has affected the existing strategic alliances between shipping companies. For example, the Ocean Three alliance, which consisted of CMA CGM, S.A. (CMA CGM), United Arab Shipping Company and China Shipping Container Lines, was terminated in 2019 and replaced by the Ocean Alliance, consisting of COSCO Shipping Group (including China Ocean Shipping Company (COSCO), and Orient Overseas Container Line Limited (OOCL)), CMA CGM Shipping Group (including American President Lines, LLC) and Evergreen Marine Corporation. In January 2025, the 2M Alliance, which included MSC and Maersk Group, was terminated and in February 2025, Maersk and Hapag-Lloyd AG (Hapag-Lloyd) launched the new Gemini Alliance, resulting in Hapag-Lloyd leaving the THE Alliance (subsequently renamed the Premier Alliance) which currently includes ONE, HMM and Yang Ming Marine Transport Corporation (Yang Ming).

 

We are currently not a party to any strategic alliances and therefore have not been able to achieve the benefits associated with being a member of such an alliance. If, in the future, we would like to enter into a strategic alliance but are unable to do so, we may be unable to achieve the cost and other synergies that can result from such alliances. However, we are a party to operational partnerships with other carriers in some of the trade zones in which we operate, including a strategic operational agreement with MSC on the Asia-U.S. East Coast and Asia-U.S. Gulf Coast trades. In addition, we are a party to additional operational agreements with MSC on other trades. See “Item 4.B – Business Overview – Our operational partnerships.” We may seek to enter into additional operational partnerships or similar arrangements with other shipping companies or local operators, partners or agents. The Merger Agreement with Hapag-Lloyd AG may further restrict our ability to enter into new operational agreement or alliances. The unilateral termination of our existing operational agreements either by MSC or by other partners, or of any future cooperation agreement we may enter into, could adversely affect our business, financial condition and results of operations.

 

These strategic cooperation agreements and other arrangements, if we choose to enter into them with other carriers, could also reduce our flexibility in decision making in the covered trade zones, and we are subject to the risk that the expected benefits of the agreements may not materialize. Furthermore, in other trade zones in which other alliances operate, we are still unable to benefit from the economies of scale that many of our competitors are able to achieve through participation in strategic arrangements (i.e., strategic alliances or operational agreements). Our status as an Israeli company has limited, and may continue to limit, our ability to call on certain ports and has therefore limited, and may continue to limit, our ability to enter into alliances or operational partnerships with certain shipping companies. We also rely on applicable competition and antitrust regulation exemptions in order to enter into operational agreements in various jurisdictions and with other carriers. Restrictive regulatory frameworks in the relevant jurisdictions, including the revocation of applicable block exemptions for operational agreements such as the previous European Consortia Block Exemption Regulation (CBER), may adversely affect our ability to engage in these types of partnerships in the future. See also “—We are subject to competition and antitrust regulations in the countries where we operate, have been subject to antitrust investigations by competition authorities in the past and may be subject to antitrust investigations in the future. The revocation of these exemptions could negatively affect our business and ability to conduct our business. If we are not successful in expanding or entering into additional operational partnerships which are beneficial to us, this could adversely affect our business.”

 

 

We are subject to the risk of public health crises, including epidemics or pandemics. For example, the COVID-19 pandemic previously significantly impacted our business, financial condition and results of operations. The COVID-19 pandemic resulted in reduced industrial activity in various countries around the world, with temporary closures of factories and other facilities such as port terminals, which led to a temporary decrease in supply of goods and congestion in warehouses and terminals. Government-mandated shutdowns in various countries also temporarily decreased consumption of goods, negatively affecting trade volumes and the shipping industry globally during the first half of 2020.

 

If another pandemic, including a resurgence of COVID-19, were to erupt, we may face risks to our personnel and operations. Such risks would include delays in the loading and discharging of cargo on or from our vessels due to severe congestion at ports and inland supply chains, difficulties in carrying out crew changes, off hire time due to quarantine regulations, delays and expenses in finding substitute crew members if any of our vessels’ crew members become infected, delays in drydocking if insufficient shipyard personnel are working due to quarantines or travel restrictions, difficulties in procuring new containers due to temporary factories’ shutdowns and increased risk of cyber-security threats due to our employees working remotely. Fear of the virus and the efforts to prevent its spread may increase pressure on the supply-demand balance, which could also put financial pressure on our customers and increase the credit risk that we face in respect of some of them. Such events have affected our operations in the past and any future outbreak of a major epidemic or pandemic would have a material adverse effect on our business, financial condition and results of operations.

 

 

We compete with a large number of global, regional and niche container shipping companies, including, for example, MSC, Maersk, COSCO, CMA CGM, Hapag-Lloyd, ONE and Yang Ming, to provide transport services to customers worldwide. In each of our key trades, we compete primarily with global container shipping companies. The cargo shipping industry is highly competitive, with the top three carriers in terms of global capacity — MSC, Maersk and CMA CGM — accounting for approximately 47.8% of global capacity, and the remaining carriers together contributing approximately 52.2% of global capacity as of December 2025, according to Alphaliner. Certain of our large competitors may be better positioned and have greater financial resources than us and may therefore be able to offer more attractive schedules, services and rates. Some of these competitors operate larger fleets with larger vessels and with higher vessel ownership levels than us and may be able to gain market share by supplying their services at aggressively lower freight rates for a sustained period of time. In addition, mergers and acquisition activities within the container shipping industry  have further concentrated global capacity with certain of our competitors. See “– Our ability to participate in operational partnerships in the shipping industry is limited, which may adversely affect our business.” If one or more of our competitors expands its market share through an acquisition or secures a better position in an attractive niche market in which we operate or intend to enter, we could lose market share as a result of increased competition, which in turn could have a material adverse effect on our business, financial condition and results of operations.

 

 

Our continued success requires us to maintain our current customers and develop new relationships. We cannot guarantee that our customers will continue to use our services in the future or at the current level. We may be unable to maintain or expand our relationships with existing customers or to obtain new customers on a profitable basis due to competitive dynamics, especially in periods of market downturn. In addition, as some of our customer contracts are longer-term in nature (up to one year), if market freight rates increase, we may not be able to adjust the contractually agreed rates to capitalize on such increased freight rates until the existing contracts expire, while if freight rates decline below the agreed contract terms we may face pressure from our customers to adjust the contract rates to the prevailing market rates. Upon the expiration of our existing contracts, we cannot assure you that our customers will renew the contracts on favorable terms, or if at all, or that we will be able to attract new customers. Any adverse effect would be exacerbated if we lose one or more of our significant customers. In 2025, our 10 largest customers represented approximately 12% of our freight revenues and our 50 largest customers represented approximately 27% of our freight revenues. Although we believe we currently have a diversified customer base, and we invest efforts to maintain such diversification, we may become dependent upon a few key customers in the future, especially in particular trades, such that we would generate a significant portion of our revenue from a relatively small number of customers. The Merger Agreement with Hapag-Lloyd may further increase this risk. Any inability to retain or replace our existing customers may have a material adverse effect on our business, financial condition, and results of operations.

 

 

By reducing the cost of labor through automation and digitization, including by means of new technologies in artificial intelligence and machine learning, among others, and empowering consumers to demand goods whenever and wherever they choose, technology is changing the business models and production of goods in many industries, including those of some of our largest customers. Consequently, supply chains are being pulled closer to the end-customer and are required to be more responsive to changing demand patterns. As a result, fewer intermediate and raw inputs are traded, which could lead to a decrease in shipping activity. If automation and digitization become more commercially viable and/or production becomes more regional or local, total containerized trade volumes would decrease, which would adversely affect demand for our services. Supply chain disruptions caused by geopolitical and economic events, pandemics, rising tariff barriers and environmental concerns also accelerate these trends.

 

 

We engage third-party contractors, partners and agents to provide services in connection with our business. An important example is our chartering-in of vessels from ship owners, whereby the ship owner is obligated to provide the vessel’s crew, insurance and maintenance along with the vessel. Another example is our carriers partners whom we rely on for their vessels and service to deliver cargo to our customers, as well as third party agencies who serve as our local agents in specific locations. Disruptions caused by third-party contractors, partners and agents could materially and adversely affect our operations and reputation.

 

Additionally, a work stoppage at any one of our suppliers, including our land transportation suppliers, could materially and adversely affect our operations if an alternative source of supply were not readily available. Also, we outsource part of our back-office functions to a third-party contractor. The back-office support center may shut down due to various reasons beyond our control, which could have an adverse effect on our business. There can be no assurance that the products delivered and services rendered by our third-party contractors and suppliers will be satisfactory and match the required quality levels. Furthermore, major contractors or suppliers may experience financial or other difficulties, such as natural disasters, terror attacks, failure of information technology systems or labor stoppages, which could affect their ability to perform their contractual obligations to us, either on time or at all. Any delay or failure of our contractors or suppliers to perform their contractual obligations to us could have a material adverse effect on our business, financial condition, results of operations and liquidity.

 

Our success depends, in large part, upon our ability to attract and retain highly skilled and qualified personnel, particularly seamen and coast workers who deal directly with activities related to vessel operation and sailing. In crewing our vessels, we require professional and technically skilled employees with specialized training who can perform physically demanding work on board our vessels. As the worldwide container ship fleet continues to grow, the demand for skilled personnel has been increasing, which has led to a shortfall of such personnel. An inability to attract and retain qualified personnel as needed could materially impair our ability to operate, or increase our costs of operations, which could adversely affect our business, financial condition, results of operations and liquidity. Furthermore, the shipping industry as a whole or in part may experience difficulties in carrying out crew changes in the event of future pandemic outbreaks, which could impede our ability to employ qualified personnel. The Merger Agreement we entered into with Hapag-Lloyd AG further increases this risk.

 

 

 

We charter-in most of our fleet. As of December 31, 2025, of the 128 vessels through which we provide transport services globally, 112 are chartered (accounted as right-of-use assets under the accounting guidance of IFRS 16), which represents 87.5% of our fleet, a percentage of chartered vessels that is significantly higher than the industry average of  37.6% (according to Alphaliner). Any rise in charter hire rates could adversely affect our results of operations.

 

While there have been fluctuations in the demand in the container shipping market, during 2025, charter demand remained very high for most vessel sizes, leading to an imbalance in supply and demand and a general shortage of vessels, including of vessels over 4,250 TEU available for hire, increased charter rates and longer charter periods dictated by owners. See “Item 4.B – Business Overview – Our vessel fleet.”

 

 

 

Charter rates for container and car carrier vessels are volatile. If we are unable in the future to charter vessels of the type and size needed to serve our customers efficiently on terms that are favorable to us, if at all, this may have a material adverse effect on our business, financial condition, results of operations and liquidity.  Furthermore, container shipping companies have been incorporating, and are expected to continue to incorporate, larger, more economical vessels into their operating fleets. The cost per TEU transported on large vessels is less than the cost per TEU for smaller vessels as, among other factors, larger vessels provide increased capacity and fuel efficiency per carried TEU (assuming full vessel utilization). As a result, carriers are encouraged to deploy large vessels, particularly within the more competitive trades. According to Alphaliner, vessels in excess of 12,500 TEUs represented approximately 68% of the current global orderbook based on TEU capacity as of December 31, 2025, and approximately 39% of the global fleet based on TEU capacity consists of vessels in excess of 12,500 TEUs as of December 31, 2025. Furthermore, a significant introduction of large vessels, including very large vessels in excess of 18,000 TEUs, into any trade, will enable the transfer of existing, large vessels to other shipping trades on which smaller vessels typically operate. Such transfer, which is referred to as “fleet cascading,” may in turn generate similar effects in the smaller trades in which we operate.Other than ten 15,000 TEU LNG dual-fuel container vessels we long-term charter from Seaspan Corporation which are considered in the industry as large container vessels (see “Item 4.B – Business Overview – Our vessel fleet - Strategic Chartering Agreements”), we do not currently have additional agreements in place to procure or charter-in large container vessels in excess of 12,500 TEU, and the continued deployment of larger vessels by our competitors will adversely impact our competitiveness if we are not able to charter-in, acquire or obtain financing for such vessels on attractive terms or at all. Additionally, our status as an Israeli company has limited, and may continue to limit, our ability to charter vessels from certain vessel owners. This risk is further exacerbated as a result of our difficulties faced in participating in certain alliances and thereby accessing larger vessels for deployment. Even if we are able to acquire or charter-in larger vessels, we cannot assure you we will be able to achieve utilization of our vessels necessary to operate such vessels profitably.

 

 

Fuel and energy expenses, in particular bunker expenses, represent a significant portion of our operating expenses, accounting for 25.7%, 28.5% and 28.3% of our operating expenses and cost of services for the years ended December 31, 2025, 2024 and 2023, respectively. Bunker price moves in close interdependence with crude oil prices, which have historically exhibited significant volatility. Crude oil prices are influenced by a host of economic and geopolitical factors that are beyond our control, particularly the U.S. military operations in Venezuela and the ongoing military tensions between the U.S. and Iran, as well as economic developments in emerging markets such as China and India, the U.S.-China trade tensions, the military conflicts in the Middle East, the Russian-Ukraine conflict and sanctions enacted on seaborne imports of Russian crude oil and petroleum product, concerns related to the global recession and financial turmoil, rising inflation, interest rates fluctuations, policies of the Organization of the Petroleum Exporting Countries (OPEC) and other oil producing countries and production cuts, sanctions on Iran by the U.S. and others, consumption levels of other transportation industries such as the aviation, rail and car industries, and ongoing political tensions and acts of terror in key production countries such as Libya, Nigeria and Venezuela. Crude oil prices have decreased to levels at an annual average of $69 per barrel in 2025, compared to $81 per barrel in 2024. Similarly, Very Low Sulfur Fuel Oil (VLSFO) decreased by 16% in 2025 compared to 2024 (based on prices in Singapore according to Platts Market Data). Any further deterioration of geopolitical and economic factors may lead to an increase in bunker prices.

 

In accordance with our ESG strategy and strategic long-term charter agreements (See “Item 4.B – Business Overview – Our vessel fleet – Strategic Chartering Agreements”), we currently operate 28 LNG dual fuel container vessels, with additional 10 LNG dual fuel container vessels expected to be delivered during 2027 and 2028. In August 2022 we have announced the signing of a ten-year marine LNG sale and purchase agreement with Shell NA LNG, LLC, or Shell, to supply LNG to our ten 15,000 TEU LNG vessels chartered from Seaspan, all delivered to date. In December 2024 we entered into a definitive agreement to supply LNG to our 8,000 class TEU LNG vessels. In accordance with both agreements, Shell agreed to sell and deliver, and we agreed to purchase and accept, LNG in quantities, quality, specifications, and prices as specified in the agreement. Each agreement is for a period of ten years from the date of the first bunkering operation executed by the parties. These agreements may be terminated with immediate effect by either party in the event of a material breach by the other party that has not been cured within 30 days of written notice thereof. In March 2023 we announced the successful LNG bunkering of the first 15,000 TEU LNG dual fuel vessel delivered to us, ZIM Sammy Ofer, in Kingston Freeport Terminal, Jamaica.  The sale and purchase agreements described above were initially estimated by us to be valued in aggregate at more than $1.7 billion for the duration of their respective ten-year terms. If these agreements are terminated (due to a breach of either party), we may not be able to supply our LNG fueled vessels with enough of LNG fuel required for their operation, and we will need to shift back to crude oil-based fuels, or alternatively, we may be required to buy LNG at the then market terms, which could be on worse terms for us compared to the terms of our agreements with Shell. In addition, changes in the U.S. LNG export policies may impact the availability of global LNG supply, and our ability to purchase LNG on market terms. Our operations may be significantly affected by the supply and demand conditions of the LNG global trade market, and we may need to rely on other LNG suppliers to supply LNG for our other LNG container vessels.

 

In recent years, there has been a significant increase in environmental regulation aimed to lower the levels of air polluting fuel consumption. For example, the IMO 2020 Regulations, in effect from January 1, 2020, require all ships to burn fuel with a maximum sulfur content of 0.5%, which is a significant reduction from the previous threshold of 3.5%. In addition, certain geographic regions were declared as Emission Control Areas (ECAs) under the MARPOL Convention, Annex VI and require ships to burn fuel with a maximum sulfur content of 0.1% upon entry to territorial waters. As a result, we have implemented a New Bunker Factor, or NBF, surcharge, in December 2019, intended to offset the additional costs associated with compliance with the IMO 2020 Regulations and other applicable low sulfur requirements. See “Item 3.D – Risk factors – Climate change and GHG restrictions may adversely affect our operating results.”

 

A rise in bunker prices (including LNG) could have a material adverse effect on our business, financial condition, results of operations and liquidity. Historically and in line with industry practice, we have imposed from time to time surcharges such as the NBF and New Emissions Factor, or NEF, over the base freight rate we charge to customers in part to minimize our exposure to certain market-related risks, including bunker price adjustments. However, there can be no assurance that we will be successful in passing on future price increases to customers in a timely manner, either for the full amount or at all.

 

Our bunker consumption is affected by various factors, including the number of vessels being deployed, vessel capacity, pro forma speed, vessel efficiency, the weight of the cargo being transported, port efficiency and sea conditions. We have implemented various optimization strategies designed to reduce bunker consumption, including operating vessels in “super slow steaming” mode, trim optimization, hull and propeller redesigning, polishing and sailing rout optimization. Additionally, we may sometimes manage part of our exposure to bunker price fluctuations by entering into hedging arrangements with reputable counterparties. Our optimization strategies and hedging activities may not be successful in mitigating higher bunker costs, and any price protection provided by hedging may be limited due to market conditions, such as choice of hedging instruments, and the fact that only a portion of our exposure is hedged. There can be no assurance that our hedging arrangements, if taken, will be cost-effective, will provide sufficient protection, if any, against rises in bunker prices or that our counterparties will be able to perform under our hedging arrangements.

 

 

Although we charter most of our fleet, we currently own sixteen vessels. In February 2024 we purchased five vessels in addition to nine vessels we previously owned, and in January and May 2025 we purchased two additional 8,500 TEU vessels, both of which were previously chartered to us. We may purchase additional vessels, depending on market terms and conditions and on our operational needs. As a vessel owner we may incur additional costs due to maintenance and regulatory requirements, most of them described in this Item 3.D and elsewhere of this Annual Report. In addition, we may incur additional insurance costs as a result of operating our owned vessels in combat and unstable geographic zones. In addition, as vessel owners we may be exposed to higher risks due to our responsibility to the crew and operational condition of the vessel. We intend to mitigate these vessel owner liability risks by acquiring adequate insurance policy, however our insurance policy may not cover all or part of our costs. See also below “ – Our insurance may be insufficient to cover losses that may occur to our property or result from our operations”.

 

 

There are numerous risks related to the operation of any sailing vessel, including dangers associated with potential marine disasters, operations in war zones, mechanical failures, collisions, lost or damaged cargo, poor weather conditions (including severe weather events resulting from climate change), the content of the load, exceptional load (including dangerous and hazardous cargo or cargo the transport of which could affect our reputation), meeting deadlines, risks of documentation, maintenance and the quality of fuel, terrorist attacks and piracy. For example, we incurred expenses of $30.5 million in respect of claims and demands for lost and damaged cargo, vessels and war risks for the year ended December 31, 2025. Such claims are typically insured and our deductibles, both individually and in the aggregate, are typically immaterial. In addition, in the past, our vessels have been involved in collisions resulting in loss of life and property as well as weather-related events which damaged our cargo.

 

The occurrence of any of the aforementioned risks could have a material adverse effect on our business, financial condition, results of operations or liquidity and we may not be adequately insured against any of these risks. For more information about our insurance coverage, see the risk factor entitled “ – Our insurance may be insufficient to cover losses that may occur to our property or result from our operations.” For example, acts of piracy have historically affected oceangoing vessels trading in several regions around the world. Attacks similar to those in the Red Sea by the Houthi rebels or as a result of an escalation of war, potential acts of piracy, and acts of terrorism, continue to be a risk to the international container shipping industry that requires vigilance. Additionally, our vessels and containers may be subject to attempts by smugglers to hide drugs and other contraband onboard. If our vessels are found with contraband, whether with or without the knowledge of any of our crew, we may face governmental or other regulatory claims or penalties as well as suffer damage to our reputation, which could have an adverse effect on our business, results of operations and financial condition.

 

 

The operation of any vessel includes risks such as mechanical failure, collision, fire, contact with floating objects, property loss, cargo loss or damage and business interruption due to political circumstances in foreign countries, hostilities and labor strikes. In addition, there is always an inherent possibility of a marine disaster, including oil spills and other environmental mishaps. There are also liabilities arising from owning and operating vessels in international trade. We procure insurance for our fleet in relation to risks commonly insured against by operators and vessel owners, which we believe is adequate. Our current insurance includes (i) hull and machinery insurance covering damage to our and third-party vessels’ hulls and machinery from, among other things and collisions (ii) war risks insurance covering losses associated with the outbreak or escalation of hostilities and (iii) protection and indemnity insurance, entered with reputable protection and indemnity, or P&I, clubs covering, among other things, third-party and crew liabilities such as expenses resulting from the injury or death of crew members, passengers and other third parties, lost or damaged cargo, third-party claims in excess of a vessel’s insured value arising from collisions with other vessels, damage to other third-party property including fixed and floating objects, in excess of a vessel’s insured value and pollution arising from oil or other substances.

 

While all of our insurers and P&I clubs are highly reputable, we can give no assurance that we are adequately insured against all risks or that our insurers will pay a particular claim, especially with respect to war risks, the insurance cost for which has risen sharply recently as a result of the military tension and escalation in the Middle East. Even if our insurance coverage is adequate to cover our losses, we may not be able to obtain a timely replacement vessel or other equipment in the event of a loss. In addition, there are restrictions on the use of insurance proceeds we may receive from claims under our insurance policies. We may also be subject to supplementary calls, or premiums, in amounts based not only on our own claim records but also the claim records of all other members of the P&I clubs through which we receive indemnity insurance coverage. There is no cap on our liability exposure for such calls or premiums payable to our P&I clubs, even though unexpected additional premiums are usually at reasonable levels as they are distributed among a large number of ship owners. Our insurance policies also contain deductibles, limitations and exclusions which, although we believe are standard in the shipping industry, may nevertheless increase our costs. While we do not operate any tanker vessels, a catastrophic oil spill or a marine disaster could, under extreme circumstances, exceed our insurance coverage, which might have a material adverse effect on our business, financial condition and results of operations.

 

Any uninsured or underinsured loss could harm our business and financial condition. In addition, the insurance may be voidable by the insurers as a result of certain actions, such as vessels failing to maintain required certification. Further, we do not carry loss of hire insurance. Loss of hire insurance covers the loss of revenue during extended vessel off-hire periods, such as those that occur during an unscheduled drydocking due to damage to the vessel from accidents. Any loss of a vessel or any extended period of vessel off-hire, due to an accident or otherwise, could have an adverse effect on our business, financial condition and results of operations.

 

 

Crew members, suppliers of goods and services to a vessel, shippers or receivers of cargo, vessel owners and lenders and other parties may be entitled to a maritime lien against a vessel for unsatisfied debts, claims or damages, including, in some jurisdictions, for debts incurred by previous owners. In many jurisdictions, a maritime lienholder may enforce its lien by vessel arrest proceedings. Unless such claims are settled, vessels may be subject to foreclosure under the relevant jurisdiction’s maritime court regulations. In some jurisdictions, under the “sister ship” theory of liability, a claimant may arrest both the vessel that is subject to the claimant’s maritime lien and any “associated” vessel, which is any vessel owned or controlled by the same owner. Claimants could try to assert “sister ship” liability against one vessel in our fleet for claims relating to another of our vessels. The arrest or attachment of one or more of our vessels could interrupt our business or require us to pay or deposit large sums to have the arrest lifted, which could have a material adverse effect on our business, financial condition and results of operations.

 

 

A government of the jurisdiction where one or more of our vessels are registered, as well as a government of the jurisdiction where the beneficial owner of the vessel is registered, could requisition for title or seize our vessels. Requisition for title occurs when a government takes control of a vessel and becomes its owner. A government could also requisition our vessels for hire. Requisition for hire occurs when a government takes control of a ship and effectively becomes the charterer at dictated charter rates. Requisitions generally occur during periods of war or emergency, although governments may elect to requisition vessels in other circumstances. We would expect to be entitled to compensation in the event of a requisition of one or more of our vessels; however, the amount and timing of payment, if any, would be uncertain and beyond our control. For example, our chartered-in and owned vessels, including those that do not sail under the Israeli flag, may be subject to control by Israeli authorities in order to protect the security of, or bring essential supplies and services to, the State of Israel. Government requisition of one or more of our vessels could have a material adverse effect on our business, financial condition and results of operations.

 

 

 

The shipping industry is subject to extensive regulation that changes from time to time and that applies in the jurisdictions in which shipping companies are incorporated, the jurisdictions in which vessels are registered (flag states), the jurisdictions governing the ports at which vessels call, as well as regulations by virtue of international treaties and membership in international associations. As a global container shipping company, we are subject to a wide variety of international, national and local laws, regulations and agreements. As a result, we are subject to extensive government regulation and standards, customs inspections and security checks, international treaties and trade prohibitions and sanctions, including laws and regulations in each of the jurisdictions in which we operate, including those of the State of Israel, the United States, the International Safety Management Code, or the ISM Code, and the European Union. Such extensive regulation could also become more and more restrictive or less permissive from time to time, such as, for example, the OSRA enactment and the non-renewal of maritime block exemptions for operational agreements between carriers in several jurisdictions. Moreover, a few years ago the China Ministry of Transportation approached us as well as several other carriers with a request for information with respect to their customer charging practices and the reporting of such charges and variations thereof with the relevant regulator.

 

In recent years, several governments have adopted and are promoting additional legislation intended to provide an advantage to local and/or national shipping industry participants over foreign-based carriers. In February 2026 the U.S. Executive Office of President Trump released a “Maritime Action Plan”, which includes, among others, a proposal to impose a universal fee on foreign-built vessels from any nation entering U.S. ports. In addition, in April 2025 the U.S. Trade Representative, or USTR, published final actions that apply a fee on Chinese vessels operators and owners, Chinese built vessels and vessel operators of foreign vehicle carriers calling U.S. ports. In October 2025, days prior to the USTR entering into effect, the China Ministry of Transport, or MOT, issued a similar regulation in response to the USTR which imposes new port fees on certain U.S. affiliated vessels calling on China ports. While both USTR and the China MOT announced the suspension of all port fees collection for one year (until November 2026), if either or both regulations enforcement resume, this could have an adverse effect on our operations and financial conditions. A significant portion of the vessels we operate were built in China, and although the State of Israel holds the Special State Share in us, for so long as our ordinary shares are traded on the NYSE with more than 25% U.S shareholders, we may be considered as a U.S. affiliated company under the suspended Chinese regulation. Therefore, if these regulations resume, we may incur substantial additional operating expenses which may not be recoverable from our customers. Similar regulatory trends exists in other jurisdictions, such as India, where a new legislative initiative includes the extension of the applicable competition block exemption for vessel sharing agreements, provided that: (i) at least 5% of the total space of the vessel sharing agreement is carried by Indian flag vessels; and (ii) at least 5% of the total space available in such vessel sharing agreement is allocated to an Indian non-vessel operating common carrier (NVOCCs) entity. In Bangladesh, legislation was passed requiring at least 50% of the sea-borne cargoes relating to foreign trade be carried by Bangladesh flag vessels. These legislative proposals and regulations, including any future similar legislation which may be adopted in other jurisdictions, may place us and other foreign carriers at a disadvantage in certain countries and adversely affect our business. For additional information, see below – “We are subject to competition and antitrust regulations in the countries where we operate, have been subject to antitrust investigations by competition authorities in the past and may be subject to antitrust investigations in the future. Moreover, we rely on applicable competition exemptions for operational agreement with other carriers, and the revocation of these exemptions could negatively affect our business and ability to conduct our business.”

 

Any violation or alleged violation of such laws, regulations, treaties and/or prohibitions could have a material adverse effect on our business, financial condition, results of operations and liquidity and may also result in the revocation or non-renewal of our “time-limited” licenses. Furthermore, the U.S. Department of the Treasury’s Office of Foreign Assets Control, or OFAC, administers certain laws and regulations that impose restrictions upon U.S. companies and persons and, in some contexts, foreign entities and persons, with respect to activities or transactions with certain countries, governments, entities and individuals that are the subject of such sanctions laws and regulations. Similar sanctions are imposed by the European Union and the United Nations. Under economic and trading sanction laws, governments may seek to impose modifications to business practices, and modifications to compliance programs, which may increase compliance costs, and may subject us to fines, penalties and other sanctions. For additional information, see “Item 4.B – Business Overview – Regulatory Matters.”

 

 

In recent years, a number of liner shipping companies, including us, have been the subject of antitrust investigations in the U.S., the EU and other jurisdictions into possible anti-competitive behavior. Although we have taken measures to fully comply with antitrust regulatory requirements and have adopted a comprehensive antitrust compliance plan, which includes, among other, mandatory periodic employee trainings, we face investigations from time to time, and, if we are found to be in violation of the applicable regulation, we could be subject to criminal, civil and monetary sanctions, as well as related legal proceedings.

 

We are subject to competition and antitrust regulations in each of the countries where we operate. In some of the jurisdictions in which we operate, operational partnerships among shipping companies are generally exempt from the application of antitrust laws, subject to the fulfillment of certain exemption requirements. We are a party to numerous operational partnerships and view these agreements as competitive advantages in response to the market concentration in the industry as a result of mergers and global alliances. An amendment to or a revocation of any of the exemptions for operational partnerships that we rely on could negatively affect our business and results of operations. Specifically, Commission Regulation (EC) No 906/2009, or the Consortia Block Exemption Regulation (CBER), exempted certain cooperation agreements in the liner shipping sector (such as operational cooperation agreements), from the prohibition on anti-competitive agreements contained at Article 101 of the Treaty on the Functioning of the European Union (TFEU), and expired in April 2024. Similarly, the United Kingdom’s Competition and Markets Authority (CMA) did not enact a UK block exemption that would replace the CBER following Brexit. The non-renewal of the block exemption regulation in the EU and UK may increase our legal costs, and the legal uncertainty stemming from such inaction may delay the implementation of operational cooperation agreements, thus potentially limiting our ability to enter into cooperation arrangements with other carriers. In addition, the non-renewal of the existing CBER raises concerns of a “domino effect” for the non-renewal or the shortening the effective period of similar block exemption regulations in other jurisdictions, including Israel (similarly to the UK). Any of the above could adversely affect our business, financial condition and results of operations.

 

During the last five years, there is an increased scrutiny and enforcement actions by governments and regulators around the world, including the FMC and the ministry of transportation in China. In the U.S., the Ocean Shipping Reform Act of 2022 (OSRA) signed into law in June 2022 mandates a series of rulemaking projects by the Federal Maritime Commission (FMC), including relating to the collection of detention and demurrage from U.S. truckers and consignees on import, which may affect our ability to effectively collect these fees from our customers, heighten the risk of civil litigation against us and adversely affect our financial results, and relating to the definition of unreasonable refusal to deal or negotiate with respect to vessel space accommodations, which may limit our ability to refuse shipments under certain circumstances due to commercial or operational considerations. Further, in January 2026 the FMC announced the launch of a non-adjudicatory investigation into alleged carrier practices and restrictions relating to chassis usage, and whether ocean common carriers are relying on service contract terms or other means to mandate that motor carriers (truckers) and shippers use the ocean common carriers’ designated chassis provider. If we are found to be in violation of the applicable regulation, we could be subject to various sanctions, including monetary sanctions.

 

We are also subject from time to time to civil litigation relating, directly or indirectly, to alleged anti-competitive practices and may be subject to additional investigations by other competition authorities. These types of claims, actions or investigations could continue to require significant management time and attention and could result in significant expenses as well as unfavorable outcomes which could have a material adverse effect on our business, reputation, financial condition, results of operations and liquidity. For further information, see “Item 4.B – Business Overview – Legal Proceedings” and Note 27 to our audited consolidated financial statements included elsewhere in this Annual Report.

 

 

The U.S. Foreign Corrupt Practices Act, or the FCPA, and similar anti-bribery laws in other jurisdictions generally prohibit companies and their intermediaries from making improper payments to government officials or other persons around the world for the purpose of obtaining or retaining business. Recent years have seen a substantial increase in anti-bribery law enforcement activity, with more frequent and aggressive investigations and enforcement proceedings by both the Department of Justice and the SEC, increased enforcement activity by non-U.S. regulators, and increases in criminal and civil proceedings brought against companies and individuals. On February 10, 2025, U.S. President Donald Trump issued an executive order and fact sheet suspending the initiation of new FCPA investigations and enforcement actions for a period of 180 days and directing the U.S. Department of Justice to review pending investigations.  Future enforcement trends or policies are unpredictable.  Our anti-bribery and anti-corruption compliance plan mandates compliance with these anti-bribery laws, establishes anti-bribery and anti-corruption policies and procedures, imposes mandatory training on our employees and enhances reporting and investigation procedures. We operate in many parts of the world that are recognized as having governmental and commercial corruption. We cannot assure you that our internal control policies and procedures will protect us from reckless or criminal acts committed by our employees or third party intermediaries. In the event that we believe or have reason to believe that our employees or agents have or may have violated applicable anti-corruption laws, including the FCPA, we may be required to investigate or have outside counsel investigate the relevant facts and circumstances, which can be expensive and require significant time and attention from senior management. Violations of these laws may result in criminal or civil sanctions, inability to do business with existing or future business partners (either as a result of express prohibitions or to avoid the appearance of impropriety), injunctions against future conduct, profit disgorgements, disqualifications from directly or indirectly engaging in certain types of businesses, the loss of business permits or other restrictions which could disrupt our business and have a material adverse effect on our business, financial condition, results of operations or liquidity.

 

 

International container shipments are subject to security and customs inspection and related procedures in countries of origin, destination, and certain transshipment points. These inspection procedures can result in cargo seizures, delays in the loading, offloading, transshipment, or delivery of containers, and the levying of customs duties, fines or other penalties against us as well as damage our reputation. Changes to existing inspection and security procedures, including as a result of political or public pressure, could impose additional financial and legal obligations on us or our customers and may, in certain cases, render the shipment of certain types of cargo uneconomical or impractical. For example, in December 2023, a criminal complaint was filed against us calling for an investigation into an alleged violation of local laws in connection with certain military cargo we carried on board at the time we arrived to the relevant jurisdiction. We cannot assess the outcome of this proceeding at this time. See Note 27 of our audited consolidated financial statements included elsewhere in this Annual Report for more information on this and other pending legal proceedings we are a party to. If, as a result of any government investigations, we are found to be in violation of the applicable regulation, we could be subject to criminal, civil and monetary sanctions. Any such changes or developments, including in our pending legal proceedings, may have a material adverse effect on our business, financial condition and results of operations.

 

The operation of our vessels is also affected by the requirements set forth in the International Ship and Port Facility Security Code, or the ISPS Code. The ISPS Code requires vessels to develop and maintain a ship security plan that provides security measures to address potential threats to the security of ships or port facilities. Although each of our vessels is ISPS Code-certified, any failure to comply with the ISPS Code or maintain such certifications may subject us to increased liability and may result in denial of access to, or detention in, certain ports. Furthermore, compliance with the ISPS Code requires us to incur certain costs. Although such costs have not been material to date, if new or more stringent regulations relating to the ISPS Code are adopted by the International Maritime Organization (the IMO) and the flag states, these requirements could require significant additional capital expenditures by us or otherwise increase the costs of our operations.

 

 

Our operations are subject to international conventions and treaties, national, state and local laws and national and international regulations in force in the jurisdictions in which our vessels operate or are registered relating to the protection of the environment. Such requirements are subject to ongoing developments and amendments and relate to, among other things, the storage, handling, emission, transportation and discharge of hazardous and non-hazardous substances, such as sulfur oxides, nitrogen oxides and the use of low- sulfur fuel or shore power voltage, and the remediation of contamination and liability for damages to natural resources. We are subject to the International Convention for the Prevention of Pollution from Ships (or, MARPOL Convention, including designation of Emission Control Areas thereunder), the International Convention for the Control and Management of Ships Ballast Water & Sediments, the International Convention on Liability and Compensation for Damage in Connection with the Carriage of Hazardous and Noxious Substances by Sea of 1996, the Oil Pollution Act of 1990, the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA), the U.S. Clean Water Act (CWA), and National Invasive Species Act (NISA), among others. Compliance with such laws, regulations and standards, where applicable, may require the installation of costly equipment, make ship modifications or operational changes and may affect the useful lives or the resale value of our vessels.

 

If we fail to comply with any environmental requirements applicable to us, we could be exposed to, among other things, significant environmental liability damages, administrative and civil penalties, criminal charges or sanctions, and could result in the termination or suspension of, and substantial harm to, our operations and reputation. For example, in September 2022 we were approached by a state regulatory agency indicating to us that we did not meet the local environmental regulation and provided an initial informal assessment as to our scope of liability, and we ultimately settled this claim in 2025.  See Note 27 of our audited consolidated financial statements included elsewhere in this Annual Report. Additionally, environmental laws often impose strict, joint and several liability for remediation of spills and releases of oil and hazardous substances, which could subject us to liability without regard to whether we were negligent or at fault. Under local, national and foreign laws, as well as international treaties and conventions, we could incur material liabilities, including remediation costs and natural resource damages, as well as third-party damages, personal injury and property damage claims in the event there is a release of petroleum or other hazardous substances from our vessels, or otherwise, in connection with our operations. We are required to satisfy insurance and financial responsibility requirements for potential petroleum (including marine fuel) spills and other pollution incidents. Although we have arranged insurance to cover certain environmental risks, there can be no assurance that such insurance will be sufficient to cover all such risks or that any claims will not have a material adverse effect on our business, results of operations and financial condition. Violations of, or liabilities under, environmental requirements can result in substantial penalties, fines and other sanctions, including in certain instances, seizure or detention of our vessels and events of this nature could have a material adverse effect on our business, reputation, financial condition and results of operations.

 

Furthermore, we are subject to limits imposed by IMO regulations on the maximum sulfur content of our fuel, as well as other GHG regulations such as the EU Emission Trade System and FuelEU Regulation. See- “Rising energy and bunker prices (including LNG) may have an adverse effect on our result of operations” and “Climate change and GHG restrictions may adversely affect our operating results.”

 

We may also incur additional compliance costs relating to existing or future ESG requirements, which have recently intensified and are expected to intensify in the future, and which could have a material adverse effect on our business, results of operations and financial conditions.  Environmental or other incidents may result in additional regulatory initiatives, statutes or changes to existing laws that could affect our operations, require us to incur additional compliance expenses, lead to decreased availability of or more costly insurance coverage, and result in our denial of access to, or detention in, certain jurisdictional waters or ports. We may also become subject to legal mandates to disclose climate-related risks, GHG emissions data or other ESG-related information. For further information on the environmental regulations we are subject to and ESG (sustainability), see “Item 4.B – Business Overview – Regulatory matters – Environmental and other regulations in the shipping industry.”

 

 

The IMO has imposed updated guidelines for ballast water management systems specifying the maximum amount of viable organisms allowed to be discharged from a vessel’s ballast water. Depending on the date of the international oil pollution prevention, or IOPP, renewal survey, existing vessels constructed before September 8, 2017, must comply with the updated D-2 standard on or after September 8, 2019, but no later than September 9, 2024. For most vessels, compliance with the D-2 standard will involve installing on-board systems to treat ballast water and eliminate unwanted organisms (ballast water management systems). All vessels constructed on or after September 8, 2017, are required to comply with the D-2 standards. To date, all of our owned vessels are installed with on-board ballast systems, however any additional requirements may subject us to additional costs of compliance and adversely affect our results of operation and financial condition. New guidance on ballast water, which entered into effect in February 2025 and October 2025. address ballast water record keeping, approval of electronic record book systems and vessel-specific declaration requirements applicable to electronic ballast water record keeping.

We are also subject to U.S. regulations with respect to ballast water discharge. Although the 2013 Vessel General Permit (VGP) program and The National Invasive Species Act (NISA) are currently in effect to regulate ballast discharge, exchange and installation, the Vessel Incidental Discharge Act (VIDA), which was signed into law on December 4, 2018, requires that the EPA develop national standards of performance for approximately 30 discharges, similar to those found in the VGP. In October 2024, the EPA published the final standards of performance under VIDA. Pursuant to VIDA, these standards will become effective upon the U.S. Coast Guard’s issuance of corresponding implementation, compliance and enforcement regulations regarding ballast water within two years of the EPA’s publication of proposed rulemaking. Accordingly, all provisions of the 2013 VGP will remain in force and effect until the USCG regulations under VIDA are finalized. Furthermore, we are also subject, and may be subject in the future, to local or state ballast regulation. For example, on January 1, 2022, new ballast water management requirements entered into effect in California. State enacted requirements may include more stringent standards than the proposed requirements and standards set forth by the EPA and U.S. Coast Guard. New federal and state regulations could require the installation, or further improvement of already installed ballast management systems, or place new requirements and standards which may cause us to incur substantial costs.

 

 

Many governmental bodies have adopted, or are considering the adoption of, international, treaties, national, state and local laws, regulations and frameworks to reduce GHG emissions due to the concern about climate change. These measures in various jurisdictions include the adoption of cap and trade regimes, carbon taxes, increased efficiency standards, and incentives or mandates for renewable energy. In November 2016, the Paris Agreement, which resulted in commitments by 197 countries to reduce their GHG emissions with firm target reduction goals, came into force and could result in additional regulation on shipping. The IMO has been developing a comprehensive strategy on reduction of GHG emissions from ships. In addition, several non-governmental organizations and institutional investors have undertaken campaigns with respect to climate change, with goals to minimize or eliminate GHG emissions through a transition to a low- or zero-net carbon economy.

 

For example, on November 1, 2022, new amendments to the MARPOL Annex VI entered into effect and introduced new energy efficiency and CO2 emissions requirements relating to Existing Ship Energy Index (EEXI), which is a vessel’s energy efficiency rating compared to a baseline, and Operational Carbon Intensity Indicator (CII), which is a rating based on the vessel’s GHG emissions relative to distance traveled and cargo carrying capacity, for both new and existing vessels. Compliance with the new regulation, which became mandatory as of January 1, 2023, involves additional costs and the implementation of optimization strategies such as slow steaming, which may increase our vessels’ voyage transit times. Further, on January 1, 2024, the European Union’s Emissions Trading System, or ETS, entered into effect for the maritime industry and sets a limit on the total amount of GHGs that we as a shipping company are permitted to emit en route to or from European Union members’ ports. Such cap is expressed in emission allowances, where one allowance gives the right to emit one ton of carbon dioxide equivalent. Each year, we will be required to surrender enough allowances to fully account for our emissions, otherwise we will be subject to heavy fines. The ETS Regulations require us to purchase and surrender allowances equal to a percentage of our emissions that is 70% of reported emissions in 2025 and will increase to 100% of reported emissions in 2026. We have implemented a New Emission Factor, or NEF, surcharge, intended to shift the additional costs associated with compliance with the ETS Regulations to our customers.

 

Additionally, the new FuelEU Maritime Regulation (Regulation (EU) 2023/1805), which entered into effect in January 2025, sets requirements for the annual average GHG intensity of energy used by vessels trading within the European Union or European Economic Area. This regulation requires carriers to perform a gradual reduction in the GHG intensity of energy used by vessels at European ports from a baseline GHG intensity level derived from 2020 data, starting with a 2% reduction from the baseline by 2025 and reaching 80% by 2050. As a result, vessels will be required to shift to lower emission fuels instead of traditional marine fuels. We intend to recover the additional costs associated with this regulation by increasing the relevant bunker surcharges applied to our customers. However, there is no assurance that any of the surcharges described or the increase of applicable surcharges will enable us to mitigate the possible increased costs, in full or at all. The IMO 2020, ETS, the FuelEU Regulations or any additional air emissions or bunker regulation with which we must comply may cause us to incur substantial additional operating costs. See – “Regulatory Matters – European Union requirements.”

Compliance with laws, regulations and obligations relating to climate change, including as a result of such international negotiations, as well as the efforts by non-governmental organizations and investors, could increase our costs related to operating and maintaining our vessels and require us to install new emission controls, acquire allowances or pay taxes related to our GHG emissions, or administer and manage a GHG emissions program. Revenue generation and strategic growth opportunities may also be adversely affected.

 

The hull and machinery of every commercial vessel must be classed by a classification society. The classification society certifies that the vessel has been built, maintained and repaired, when necessary, in accordance with the applicable rules and regulations of the classification society. Moreover, every vessel must comply with all applicable international conventions and the regulations of the vessel’s flag state as verified by a classification society as well as the regulations of the beneficial owner’s country of registration. Finally, each vessel must successfully undergo periodic surveys, including annual, intermediate and special surveys, which may result in recommendations or requirements to undertake certain repairs or upgrades. Currently, all our vessels have the required certifications. However, maintaining class certification could require us to incur significant costs. If any of our owned and certain of our chartered-in vessels does not maintain its class certification, it might lose its insurance coverage and be unable to trade, and we will be in breach of relevant covenants under our financing arrangements, in relation to both failing to maintain the class certification as well as having effective insurance. Failure to maintain the class certification of one or more of our vessels could have, under extreme circumstances, a material adverse effect on our financial condition, results of operations and liquidity.

 

 

We operate in various jurisdictions and may be subject to the tax regimes and related obligations in the jurisdictions in which we operate or do business. Changes in tax laws, bilateral double tax treaties, regulations and interpretations could adversely affect our financial results. The tax rules of the various jurisdictions in which we operate or conduct business often are complex, involve bilateral double tax treaties and are subject to varying interpretations. Specifically, Pillar Two rules, which were introduced in December 2022 by the OECD and are substantially in effect since January 1, 2024 in some of the jurisdictions in which we operate, are intended to ensure that large multinational enterprises (MNEs) pay a minimum level of tax on the income arising in each such jurisdiction. While Pillar Two model rules are not intended to be applied to international shipping income, they may apply to other sources of our income. While we do not expect any potential exposure to Pillar Two taxes, we may be subject to additional and/or higher tax payments as a result of this regulation, whether due to any amendment or due to the absence of applicable safe harbor exemptions to us and/or our subsidiaries.

 

Tax authorities may challenge tax positions that we take or historically have taken, may assess taxes where we have not made tax filings, or may audit the tax filings we have made and assess additional taxes. Such assessments, either individually or in the aggregate, could be substantial and could involve the imposition of penalties and interest. For such assessments, from time to time, we use external advisors. In addition, governments could impose new taxes on us or increase the rates at which we are taxed in the future. The payment of substantial additional taxes, penalties or interest resulting from tax assessments, or the imposition of any new taxes, could materially and adversely impact our results, financial condition and liquidity. Additionally, our provision for income taxes and reporting of tax-related assets and liabilities require significant judgments and the use of estimates. Amounts of tax-related assets and liabilities involve judgments and estimates of the timing and probability of recognition of income, deductions and tax credits. Actual income taxes could vary significantly from estimated amounts due to the future impacts of, among other things, changes in tax laws, regulations and interpretations, our financial condition and results of operations, as well as the resolution of any audit issues raised by taxing authorities.

 

 

 

Our ability to generate cash flow from operations to cover our operational costs and to make payments in respect of our obligations, financial liabilities (mainly lease liabilities) and operational needs will depend on our future performance, which will be affected by a range of economic, competitive and business factors. We cannot control many of these factors, including general economic conditions and the health of the shipping industry. If we are unable to generate sufficient cash flow from operations to satisfy our obligations, liabilities and operational needs, we may need to borrow funds or undertake alternative financing plans, or to reduce or delay capital investments and other costs. It may be difficult for us to incur additional debt on commercially reasonable terms due to, among other things, our financial position and results of operations and market conditions. Specifically, we have incurred substantial debt as part of our strategy to renew and improve our fleet by long-term chartering newbuild vessels, including  TEU LNG fueled vessels, and we have entered into chartering agreements for additional vessels, ten of which are LNG fuelled, and which are expected to be delivered in 2027-2028, and we may may incur substantial debt in the future if we purchase or long-term charter additional vessels. Although as of December 31, 2025, our cash position was strong with liquidity of $2.8 billion, our potential inability to generate sufficient cash flows from operations or obtain additional funds or alternative financing on acceptable terms could have a material adverse effect on our business.

 

 

As of the end of each of our reporting periods, we examine whether there have been any events or changes in circumstances, such as a deterioration of general economic or market conditions, which may indicate an impairment. When there are indications of an impairment, an examination is made as to whether the carrying amount of the operating assets or cash generating units, or CGUs, exceeds their respective recoverable amount and, if necessary, an impairment loss is recognized in our financial statements.

 

We recognized a partial impairment reversal of approximately of $137 million for the year ended December 31, 2025. We did not recognize any impairment loss (or reversal) for the year ended December 31, 2024. We recognized an impairment loss of approximately $2.1 billion in the third quarter of 2023. With respect to the impairment analysis carried out during the years ended December 31, 2025, December 31, 2024 and December 31, 2023, see Note 7 to our audited consolidated financial statements included elsewhere in this Annual Report. We cannot assure that we will not recognize additional impairment losses in future years. If an impairment loss is recognized, our results of operations will be negatively affected. Should freight rates decline significantly or we or the shipping industry experience adverse conditions, this may have a material adverse effect on our business, results of operations and financial condition, which may result in us recording an impairment charge.

 

 

Since we generate revenues in a number of geographic regions across the globe, we are exposed to operations and transactions in other currencies. A material portion of our expenses are denominated in local currencies other than the U.S. dollar. Most of our revenues and a significant portion of our expenses are denominated in the U.S. dollar, creating a partial natural hedge. To the extent other currencies increase in value relative to the U.S. dollar, our margins may be adversely affected. Foreign exchange rates may also impact trade between countries as fluctuations in currencies may impact the value of goods as between two trading countries. Where possible, we endeavor to match our foreign currency revenues and costs to achieve a natural hedge against foreign exchange and transaction risks, although there can be no assurance that these measures will be effective in the management of these risks. Consequently, short-term or long-term exchange rate movements or controls may have a material adverse effect on our business, financial condition, results of operations and liquidity. In addition, foreign exchange controls in countries in which we operate may limit our ability to repatriate funds from foreign affiliates or otherwise convert local currencies into U.S. dollars.

 

 

The markets in which we operate have historically exhibited seasonal variations in demand and, as a result, freight rates have also historically exhibited seasonal variations. This seasonality can have an adverse effect on our business and results of operations. As global trends that affect the shipping industry have changed rapidly in recent years, it remains difficult to predict these trends and the extent to which seasonality will be a factor affecting our results of operations in the future. See “Item 5 - Operating and Financial Review and Prospects — Factors affecting comparability of financial position and results of operations – Seasonality.”

 

Risks related to our operations in Israel

 

 

We are incorporated and our headquarters are located in Israel and the majority of our key employees, officers and directors are residents of Israel. Additionally, the terms of the Special State Share require us to maintain our headquarters and to be incorporated in Israel, and to have our chairman, chief executive officer and a majority of our board members be Israeli. As an Israeli company, we have relatively high exposure, compared to many of our competitors, to war, acts of terror, hostile activities including cyber-attacks, security limitations imposed upon Israeli organizations overseas, possible isolation by various organizations and institutions for political reasons and other limitations (such as restrictions against entering certain ports). Political, economic and military conditions in Israel may directly affect our business, our service routes and port of calls and existing relationships with certain foreign corporations, as well as affect the willingness of potential partners to enter into business arrangements with us.

Our commercial insurance does not cover losses that may occur as a result of an event associated with the security situation in the Middle East, and we may not be able to obtain adequate insurance if events escalate further. The Israeli government currently provides compensation only for physical property damage caused by terrorist attacks or acts of war, based on the difference between the asset value before the attack and immediately after the attack or on any cost of repairing the damage, whichever is lower, but we cannot assure that this coverage will be maintained or that it will sufficiently cover any of our potential damages. Any losses or damages incurred by us could have a material adverse effect on our business. Further, due to the Israel-Hamas war, a special war risk insurance premium was levied on our owned and chartered vessels calling Israel’s territorial water and ports. We have applied a war surcharge on our customers in an attempt to offset the cost associated with the payment of this war risk insurance premium; however, there is no assurance that this surcharge will enable us to mitigate the possible increased costs in full or at all.

 

Since the establishment of the State of Israel in 1948, a number of armed conflicts have taken place between Israel, its neighboring countries and terror organizations which are today considered to be mostly backed by Iran. Terrorist activity and acts of violence were perpetrated against Israel since its establishment, including from its northern border, Gaza, West Bank and East Jerusalem. On October 7, 2023, Hamas terrorists launched a surprise attack and invaded southern Israel from Gaza under the cover of a barrage of missiles launched into southern Israel, targeting the Israeli civilian population and local military forces, and taking hostages into the Gaza strip. In response to this assault, Israel declared war on Hamas and the Israeli Defense Force invaded the Gaza strip. In October 2025 Israel and Hamas agreed to a U.S. brokered ceasefire and a hostage release exchange, to form the first phase of a broader peace initiative advanced by the U.S. President Donald Trump.

 

 

 

Political uprisings, social unrest and violence in the Middle East and North Africa, including Egypt, have affected and continue to affect the political stability of those countries and the Middle East as a whole. In December 2024, groups of rebel militia succeeded in toppling down Bashar al-Assad’s regime in Syria, which was backed by Iran. The rebels are led by Hay’at Tahrir al-Sham, a radical Islamist group initially aligned with the terrorist groups Al Qaida and the Islamic State (ISIS), which poses a threat against Israel and Israel’s northern-east border. Moreover, Turkey, who declared a boycott on trade with Israel following the outbreak of the war in Gaza, is considered to have considerable influence in Syria after the change of regime, which may increase the risk of future confrontation with Israel.

 

This instability, especially the recent conflicts, has raised concerns regarding security in the region and the potential for further escalated armed conflicts. In addition, during 2024, multiple rating agencies downgraded Israel’s credit rating but since then have elevated Israel’s outlook from negative to stable, while risks of increased interest rates, recession, currency fluctuations, inflation, securities market volatility and uncertainty as to the scope of future investments in Israel remain.

 

The escalation of the war, the actual or perceived breach of the recently announced ceasefires between Israel and Hamas or Hezbollah, any new armed conflicts or hostilities in Israel or neighboring countries or a direct military war between Israel and Iran could increase the disruptions in our operations, including significant employee absences, failure of our information technology systems and cyber-attacks, which may lead to the shutdown of our headquarters in Israel for an unknown period of time. Although we maintain an emergency plan, such events can have material effects on our operational activities. Any future deterioration in the security or geopolitical conditions in Israel or the Middle East could adversely impact our business relationships and thereby have a material adverse effect on our business, financial condition, results of operations or liquidity. If our facilities, including our headquarters, become temporarily or permanently disabled by an act of terrorism or war, it may be necessary for us to develop alternative infrastructure and we may not be able to avoid service interruptions. Additionally, our owned and chartered-in vessels, including those vessels that do not sail under the Israeli flag, may be subject to control by the authorities of the State of Israel in order to protect the security of, or bring essential supplies and services to, the State of Israel. Israeli legislation also allows the State of Israel to use our vessels in times of emergency. Any of the aforementioned factors may negatively affect us and our results of operations.

 

Moreover, following the terror attack by Hamas on October 7, 2023, protests in support of Palestinians and Hamas and against Israel have erupted in the Middle East and western counties, including the U.S. Israel has since been target of sanctions and other legal actions, and arrest warrants have been brought against its leaders and its citizens before the International Criminal Court (ICC) in the Hague. Anti-Israel demonstrations and attacks against Israelis and Jewish communities have increased dramatically across the globe. The increased negative public opinion against Israel across the world may cause countries, corporations and organizations to limit their business activities with Israeli-linked businesses or deter them from expanding existing engagements. Our status as an Israeli company may limit our ability to cross the Suez Canal given the threat of Houthi attacks, call certain ports and enter into alliances or operational partnerships with certain shipping companies, which has historically adversely affected our operations and our ability to compete effectively within certain trades.

 

The war in Israel and the Middle East follows a period of internal civil controversy and protest in Israel over a judicial reform proposal introduced by the Israeli government in January 2023. The judicial reform has sparked a significant backlash both inside and outside of Israel, led to civil protest and raised economic concerns, and was challenged by an appeal made to the Israeli supreme court. In January 2024, the Israeli Supreme Court ruled that the portion of the judicial reform previously legislated by the Israeli parliament, the Knesset, in an attempt to limit judicial review of government actions, is stricken down as unconstitutional. Tensions between the judiciary, legislative and executive branches ensue, and new attempts to relaunch the judicial reform by government officials or parliament members may reignite the internal civil protest and escalate economic concerns.

 

Further, our operations could be disrupted by the obligations of personnel to perform military service. As of December 31, 2025, we had approximately 820 employees based in Israel, certain of whom are currently called upon for military service duty due to the war for an unlimited period, and more may be called in the future if the war continues or in other emergency circumstances. Further, some of our employees are called upon to perform several weeks of annual military reserve duty until they reach the age qualifying them for an exemption (generally 40 for men who are not officers or do not have specified military professions, although recently the Israeli government published a possible plan to extend military reserve service duty to the age of 46). Our operations could be disrupted by the absence of a significant number of employees related to military service, which could materially adversely affect our business and operations.

 

Our risks associated with our Israeli affiliation may enhance and further increase other risk factors detailed in this Annual Report.

 

 

Israeli corporate law regulates mergers, requires tender offers for acquisitions of shares above specified thresholds, requires special approvals for transactions involving directors, officers or significant shareholders and regulates other matters that may be relevant to such types of transactions. For example, a tender offer for all of a company’s issued and outstanding shares can only be completed if shares constituting less than 5% of the issued share capital are not tendered. Completion of a full tender offer also requires acceptance by a majority of the offerees that do not have a personal interest in the tender offer, unless less than 2% of the company’s outstanding shares are not tendered. Furthermore, the shareholders, including those who indicated their acceptance of the tender offer (unless the acquirer stipulated in its tender offer that a shareholder that accepts the offer may not seek appraisal rights), may, at any time within six months following the completion of the full tender offer, petition an Israeli court to alter the consideration for the shares. In addition, special tender offer requirements may also apply upon a purchaser becoming a holder of 25% or more of the voting rights in a company (if there is no other shareholder of the company holding 25% or more of the voting rights in the company) or upon a purchaser becoming a holder of more than 45% of the voting rights in the company (if there is no other shareholder of the company who holds more than 45% of the voting rights in the company). These provisions of Israeli law could have the effect of delaying or preventing a change in control in us or obstructing or impeding a third party from acquiring us or some of our shareholders from electing individuals to our board of directors, even if doing so would be considered beneficial by some of our shareholders, and may limit the price that investors are willing to pay for our ordinary shares. Notwithstanding the foregoing, we have recently entered into a merger agreement with Hapag-Lloyd AG for the purchase of all our ordinary shares against cash. The closing of this Merger Agreement is subject to various conditions, including the required approvals under Israeli law and the Special State Share. For further information, see Item 10.C “Material Contracts - Entry Into Agreement and Plan of Merger with Hapag-Lloyd AG”.

 

Furthermore, Israeli tax considerations may make potential transactions unappealing to us or to our shareholders whose country of residence does not have a tax treaty with Israel exempting such shareholders from Israeli tax. For example, Israeli tax law does not generally recognize tax-free share exchanges to the same extent as U.S. tax law. With respect to mergers involving an exchange of shares, Israeli tax law may allow for tax deferral under certain circumstances but makes the deferral contingent on the fulfillment of a number of conditions, including, in some cases, a holding period of two years from the date of the transaction during which sales and dispositions of shares of the participating companies are subject to certain restrictions. Moreover, with respect to certain share swap transactions in which the sellers receive shares in the acquiring entity that are publicly traded on a stock exchange, the tax deferral is limited in time, and when such time expires, the tax becomes payable even if no disposition of such shares has occurred. In order to benefit from the tax deferral, a pre-ruling from the Israel Tax Authority might be required.

 

 

We are incorporated in Israel. The majority of our directors and executive officers, and the Israeli experts listed in this Annual Report reside outside of the United States, and most of our assets and most of the assets of these persons are located outside of the United States. Therefore, a judgment obtained against us, or any of these persons, including a judgment based on the civil liability provisions of the U.S. federal securities laws, may not be collectible in the United States and may not be enforced by an Israeli court. It may also be difficult to effect service of process on these persons in the United States or to assert U.S. securities law claims in original actions instituted in Israel. Israeli courts may refuse to hear a claim based on an alleged violation of U.S. securities laws reasoning that Israel is not the most appropriate forum in which to bring such a claim. In addition, even if an Israeli court agrees to hear a claim, it may determine that Israeli law and not U.S. law is applicable to the claim. If U.S. law is found to be applicable, the content of applicable U.S. law must be proven as a fact by expert witnesses, which can be a time consuming and costly process. Certain matters of procedure will also be governed by Israeli law. There is little binding case law in Israel that addresses the matters described above. As a result of the difficulty associated with enforcing a judgment against us in Israel, you may not be able to collect any damages awarded by either a U.S. or foreign court.

 

 

Our articles of association provide that unless we consent in writing to the selection of an alternative forum, and other than with respect to plaintiffs or a class of plaintiffs which may be entitled to assert in the courts of the State of Israel, with respect to any causes of action arising under the Securities Act or the Exchange Act, the federal district courts of the United States of America will be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act or the Exchange Act. Our articles of association further provide that unless we consent in writing to the selection of an alternative forum, the Haifa District Court will be the exclusive forum for the following: (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers or other employees, to us or to our shareholders, or (iii) any action asserting a claim arising pursuant to any provision of the Israeli Companies Law 5759-1999 (the “Companies Law”) or the Israeli Securities Law of 1968.

 

This choice of forum provision may limit a shareholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employees, which may discourage such lawsuits. While the validity of choice of forum provisions has been upheld under the law of certain jurisdictions, uncertainty remains as to whether our choice of forum provision will be recognized by all jurisdictions, including by courts in Israel. If a court were to find either choice of forum provision contained in our articles of association to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could adversely affect our results of operations and financial condition.

 

 

We are incorporated in Israel. The rights and responsibilities of the holders of our ordinary shares are governed by our articles of association and by the Israeli law. These rights and responsibilities differ in some material respects from the rights and responsibilities of shareholders in U.S.-based corporations. In particular, a shareholder of an Israeli company has a duty to act in good faith and in a customary manner in exercising its rights and performing its obligations towards the company and other shareholders, and to refrain from abusing its power in the company, including, among other things, in voting at a general meeting of shareholders on matters such as amendments to a company’s articles of association, increases in a company’s authorized share capital, mergers and acquisitions and related party transactions requiring shareholder approval. In addition, a controlling shareholder, a shareholder who is aware that it possesses the power to determine the outcome of a shareholder vote or to appoint or prevent the appointment of a director or executive officer in the company has a duty of fairness toward the company. There is limited case law available to assist us in understanding the nature of this duty or the implications of these provisions. These provisions may be interpreted to impose additional obligations and liabilities on holders of our ordinary shares that are not typically imposed on shareholders of U.S. corporations.

 

 

In recent years, certain Israeli issuers listed on United States exchanges have been faced with governance-related demands from activist shareholders, unsolicited tender offers and proxy contests. We faced such demands in our last annual general meeting of shareholders held on January 2, 2026, at which certain activist shareholders demanded the appointment of three directors proposed by them. This led to a proxy contest between such shareholders and our Board of Directors that included the publication of position statements and delayed our annual general meeting. This contest resulted in a settlement pursuant to which two of the proposed director nominees were recommended for election by our Board and were elected as directors of the Company, and the third director nominee proposed by our activist shareholders was appointed as an observer to our Board. See also Item 10.C "Material Contracts – Letter of Agreements by a shareholder activist group". Responding to these types of actions by activist shareholders was and could be time-consuming, disrupt our operations, divert the attention of our Board of Directors, management and employees and  interfere with our ability to execute our strategic plan. In recent years, we have also seen a significant rise in the filing of class actions in Israel against public companies, as well as derivative actions against companies, their executives and board members. While the vast majority of such claims are dismissed, companies are forced to increasingly invest resources, including monetary expenses and investment of management attention due to these claims. This could adversely affect the willingness of our executives and board members to make decisions which could have benefitted our business operations. Such legal actions could also be taken with respect to the validity or reasonableness of the decisions of our Board of Directors. In addition, the rise in the number and magnitude of litigation could result in a deterioration of the level of coverage of our D&O liability insurance.

 

Any perceived uncertainties as to our future direction and control, our ability to execute on our strategy, or changes to the composition of our Board of Directors or senior management team that may arise from future proposals from shareholders could lead to instability which may be exploited by our competitors, result in the loss of potential business opportunities, and make it more difficult to pursue our strategic initiatives or attract and retain qualified personnel and business partners, any of which could have an adverse effect, which may be material, on our business and operating results. In addition, actions such as those described above could cause significant fluctuations in the trading prices of our ordinary shares based on temporary or speculative market perceptions or other factors that do not necessarily reflect the underlying fundamentals and prospects of our business.

 

 

 

Our business operations rely upon secure information technology systems for data processing, storage and reporting. As a result, we maintain information security policies and procedures for managing our information technology systems. Despite security and controls design, implementation and updates, our information technology systems may be subject to cyber-attacks, including, network, system, application and data breaches. A number of companies around the world, including in our industry, have been the subject of cyber-security attacks in recent years. For example, one of our peers experienced a major cyber-attack on its IT systems in 2017, which impacted such company’s operations in its transport and logistics businesses and resulted in significant financial loss. As an Israeli company, we are a potential target for a cyber-attack, as cyber-attacks against Israeli entities have increased following the outbreak of war between Israel and Hamas. Other Israeli companies are facing cyber-attack campaigns, and it is believed the attackers may be from hostile countries. Cyber-attacks are becoming increasingly common and more sophisticated, and may be perpetrated by computer hackers, cyber-terrorists or others engaged in corporate espionage.

 

Cyber-security attacks could include malicious software (malware), attempts to gain unauthorized access to data, social media hacks and leaks, ransomware attacks and other electronic security breaches of our information technology systems as well as the information technology systems of our customers and other service providers that could lead to disruptions in critical systems, unauthorized release, misappropriation, corruption or loss of data or confidential information, and breach of protected data belonging to third parties. In addition, following the COVID-19 pandemic, we have reduced our staffing in our offices and increased our reliance on remote access of our employees. We have taken measures to enable us to face cyber-security threats, including backup and recovery and backup measures, as well as cyber security awareness trainings and annual company-wide cyber preparedness drills. However, there is no assurance that these measures will be successful in coping with cyber-security threats, as these develop rapidly, and we may be affected by and become unable to respond to such developments. A cyber-security breach, whether as a result of malicious, political, competitive or other motives, may result in operational disruptions, information misappropriation or breach of privacy laws, including the European Union’s General Data Protection Regulation and other similar regulations, which could result in reputational damage and have a material adverse effect on our business, financial condition and results of operation.

 

 

Our information technology and communication system supports all of our businesses processes throughout the supply chain, including our customer service and marketing teams, business intelligence analysts, logistics team and financial reporting functions. Our two main data centers are located in Europe. Each data center can back up the other one.

 

Additionally, our information systems and infrastructure could be physically damaged by events such as fires, terrorist attacks and unauthorized access to our servers and infrastructure, as well as the unauthorized entrance into our information systems. Furthermore, we communicate with our customers through an ecommerce platform. Our ecommerce platform was developed and is run by third-party service providers over which we have no management control. A potential failure of our computer systems or a failure of our third-party ecommerce platform providers to satisfy their contractual service level commitments to us may have a material adverse effect on our business, financial condition and results of operation. Our efforts to modernize and digitize our operations and communications with our customers further increase our dependency on information technology systems, which exacerbates the risks we could face if these systems malfunction.

 

 

We are subject to numerous data privacy laws, including Israeli privacy laws and the European Union’s General Data Protection Regulation (2016/679), or the GDPR, which relates to the collection, use, retention, security, processing and transfer of personally identifiable information about our customers and employees in the countries where we operate. We have also been certified as compliant with ISO27001 in Israel (information security management standard) and ISO27701(extension to the information security management standard).

 

The EU data protection regime expands the scope of the EU data protection law to all companies processing data of EEA individuals, imposes a stringent data protection compliance regime, including administrative fines of up to the greater of 4% of worldwide turnover or €20 million (as well as the right to compensation for financial or non-financial damages claimed by any individuals), and includes new data subject rights such as the “portability” of personal data. Although we are generally a business that serves other businesses (B2B), we still process and obtain certain personal information relating to individuals, and any failure by us to comply with the GDPR or other data privacy laws where applicable could result in proceedings or actions against us, which could subject us to significant fines, penalties, judgments and negative publicity.

In addition, the new amendment to the Israeli Privacy Protection Law of 1981, entered into effect in August 2025, expands the legal obligations of controllers and processors of personal data, and enables the Israeli Privacy Protection Authority to enforce such obligations and to impose administrative sanctions, including monetary sanctions and, in certain circumstances, initiate criminal prosecution. The amendment further modifies and expands certain legal requirements for the protection of personal information of data subjects, and, among other things, mandates certain organizations to appoint a designated data protection officer, to oversee privacy compliance. If we are found to be in violation with this new regulation once in effect, we could be subject to enforcement actions, including negative publicity, which could adversely affect our business, financial condition and results of operations.

 

 

We currently use and intend to leverage third parties’ artificial intelligence, or AI, applications in several of our internal processes, and the services we provide. Also, in 2024 we launched an inhouse AI development center aimed to develop, implement and improve new and automated working processes for the benefit of our customers. As this technology is becoming more prevalent, we expect to expand our use of AI in various areas of our business. Our use of AI may result in operational challenges, legal liability, reputational concerns, and privacy and competitive risks, which could result in adverse effects on our financial condition, results of operations, or reputation. For example, the models underlying our AI-powered solutions may be incorrectly or inadequately designed or implemented. They may also be trained on, or otherwise use, biased, incomplete, inaccurate, misleading, or poor-quality data or algorithms, any of which may not be easily detectable. Further, the use of generative AI processes at scale is relatively new and may lead to challenges, concerns and risks that are significant or that we may not be able to predict, especially if our use of such technologies in the development or delivery of our products or services becomes more important to our operations over time. Accordingly, our use of AI-powered solutions may inadvertently reduce our effectiveness and efficiency or generate unintentional or unexpected outputs (including any AI-generated content, analyses, or recommendations) that are, or are perceived to be, biased, incomplete, inaccurate, misleading, poor-quality, unethical, or otherwise deficient or flawed, do not match our business goals, standards, or values, do not comply with our policies or procedures, harm our brand and reputation, negatively impact consumers or otherwise interfere with the performance of our business. Further, our competitors or other third parties may incorporate AI into their business or operations more quickly or more successfully than us, which could impair our ability to compete effectively.

 

We may not have adequate rights to use the data on which our AI-powered solutions rely. To the extent that we do not have sufficient rights to use the data used in, or produced by, the AI-powered solutions employed in our business and operations, we may be subject to litigation by the owners of the content or other materials that comprise such data. Further, any content or other output created by us using AI-powered solutions may not be subject to copyright protection, which may adversely affect our ability to commercialize or use, or the validity or enforceability of any intellectual property rights in, such content or other output. In addition, AI technology may present new vulnerabilities of our business to cyber threats, as they serve additional means and methods to facilitate attacks by bad actors, that can easily access generative AI to create such threats. The use of AI by other companies has resulted in, and our use of AI may in the future result in, cyber-attacks, cybersecurity breaches, service outages or other similar incidents, including those that implicate the confidential and personal information of users of AI-powered solutions. If any of our employees, contractors, third-party providers or other third parties with whom we partner input confidential or personal information while using any third-party AI-powered solution in connection with our business or the products, solutions and services they provide to us, such practice may lead to the inadvertent disclosure of such confidential or personal information, which may impact our ability to realize the benefit of, or adequately obtain, maintain, protect, defend, and enforce our intellectual property in, such information or otherwise harm our competitive position, reputation or business. Any of the foregoing could adversely affect our reputation and expose us to legal liability or regulatory risks, including with respect to third-party intellectual property or privacy, publicity, contractual or other rights.

 

Regulation of AI is rapidly evolving worldwide as legislatures and regulators are increasingly focusing on these emerging technologies. For example, the European Union’s Artificial Intelligence Act (the “AI Act”), which entered into force on August 1, 2024, establishes, among other things, a risk-based governance framework for regulating AI systems operating in the EU. This framework categorizes AI systems, based on the risks associated with such AI systems’ intended purposes, as creating unacceptable or high risks, with all other AI systems being considered limited or low risk. There is a risk that our current or future AI-powered solutions may obligate us to comply with the applicable requirements of the AI Act, which may impose additional costs on us, increase our risk of liability and fines or otherwise adversely affect our business, results of operations, financial condition and future prospects.

 

Further, in the EU, we are subject to the GDPR, which regulates our use of personal data for automated decision-making that results in a legal or similarly significant effect on an individual, and provides rights to individuals in respect of that automated decision-making. Recent case law from the Court of Justice of the European Union has taken an expansive view of the scope of the GDPR’s requirements around automated decision-making and introduced uncertainty in the interpretation of these rules. The legal obligations in this area may affect our use of AI and our ability to provide, improve or commercialize our solutions, products and services may require additional compliance measures and changes to our operations and processes, and result in increased compliance costs and potential increases in civil claims against us, any of which could adversely affect our business, results of operations, financial condition and future prospects. See “—We are subject to data privacy laws, including the European Union’s General Data Protection Regulation, and any failure by us to comply could result in proceedings or actions against us and subject us to significant fines, penalties, judgments and negative publicity.”

 

It is possible that new laws and regulations will be adopted in Israel and other jurisdictions, or that existing laws and regulations may be interpreted in ways that could affect our use and provision of AI in our products, services, business and operations generally. We may not be able to adequately anticipate or respond to these evolving laws and regulations, and we may need to expend additional resources to adjust our products, solutions and services in certain jurisdictions if applicable legal frameworks are inconsistent across jurisdictions. The cost to comply with such laws or regulations could be significant and may increase our operating expenses, and we could incur liability resulting from the violation of applicable laws and regulations as well as contracts to which we are a party or civil claims.

 

Further, public and regulatory focus on ethical use and privacy and cybersecurity concerns regarding AI could lead to reputational damage if we fail, or are perceived to fail, to align with societal expectations or regulatory standards relating to the use of AI. Such scrutiny may result in financial or other penalties and may also erode customer trust, which is crucial for our long-term success. Although we have taken, and continue to take, steps designed to mitigate the risks associated with the use of AI in our business and operations, including, among other things, engaging with regulatory bodies, investing in compliance infrastructure and the adoption of relevant procedures, requiring human involvement in the training and monitoring of our AI-powered solutions, aligning our AI development policies and procedures with guidelines for secure development practices, and fostering transparent and ethical use of AI in our products, solutions and services, our use of AI may present ethical, reputational, technical, operational, legal, competitive and regulatory risks, any of which could adversely affect our business, financial condition and results of operations. Furthermore, the technologies underlying AI are complex and rapidly developing and, as a result, it is not possible to predict all of such risks related to our current or future use of AI. We expect our use of AI will require additional resources, including the incurrence of additional costs, to develop and maintain our products and services to minimize potentially harmful or unintended consequences, to comply with applicable and emerging laws and regulations, to maintain or extend our competitive position, and to address any ethical, reputational, technical, operational, legal, competitive or regulatory issues which may arise as a result of any of the foregoing.

 

 

We employ, directly and indirectly, approximately 6,785 employees around the globe (including contract workers) as of December 31, 2025. We, our subsidiaries, and the independent agencies with which we have agreements could experience strikes, industrial unrest or work stoppages. Several of our employees are members of unions. In recent years, we have experienced labor interruptions as a result of disagreements between management and unionized employees and have entered into collective bargaining agreements addressing certain of these concerns. Furthermore, we have experienced labor interruptions as a result of disagreements with our unionized employees following the entry into the Merger Agreement with Hapag-Lloyd AG and see “Risk factors related to the Merger Agreement with Hapag-Lloyd AG”. If disagreements arise or accelerate and are not resolved in a timely and cost-effective manner, such labor conflicts could have a material adverse effect on our business and reputation. Disputes with our unionized employees may result in work stoppage, strikes and time-consuming litigation. Our collective bargaining agreements include termination procedures which affect our managerial flexibility with re-organization procedures and termination procedures. In addition, our collective bargaining agreements affect our financial liabilities towards employees, including because of pension liabilities or other compensation terms.

 

As a public company whose ordinary shares have been listed in the United States since January 2021, we incur accounting, legal and other expenses that we did not incur as a private company, including costs associated with our reporting requirements under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”). We also incur costs associated with corporate governance requirements, including requirements under Section 404 and other provisions of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, as well as rules implemented by the SEC and the NYSE, and provisions of Israeli corporate laws applicable to public companies. These rules and regulations, including enhanced ESG reporting requirements, have increased our legal and financial compliance costs, introduced new costs such as investor relations and stock exchange listing fees, and make some activities more time-consuming and costly. In addition, our senior management and other personnel must divert attention from operational and other business matters to devote substantial time to these public company requirements. Our current management team has limited experience managing and operating a company that is publicly traded in the U.S. Failure to comply or adequately comply with any laws, rules or regulations applicable to our business may result in fines or regulatory actions, which may adversely affect our business, results of operation or financial condition and could result in delays in achieving or maintaining an active and liquid trading market for our ordinary shares.

 

Changes in the laws and regulations affecting public companies could result in increased costs to us as we respond to such changes. These laws and regulations could make it more difficult or more costly for us to obtain certain types of insurance, including director and officer liability insurance, and we may be forced to accept reduced policy limits and coverage and/or incur substantially higher costs to obtain the same or similar coverage, including increased deductibles. The impact of these requirements could also make it more difficult for us to attract and retain qualified persons to serve on our Board of Directors, our board committees or as executive officers. We cannot predict or estimate the amount or timing of additional costs we may incur in order to comply with such requirements. Any of these effects could adversely affect our business, financial condition and results of operations.

 

 

 

The market price of our ordinary shares could be highly volatile and may fluctuate substantially as a result of many factors, including:

 

 

 

 

 

 

 

 

 

 

 

 

The shipping and offshore industries have been highly unpredictable and volatile. The market for shares of companies who operate in these industries may be equally volatile. In addition, the stock markets generally have experienced extreme price and volume fluctuations, which have been enhanced by the volatility of the industry in which we operate.

 

Broad market and industry factors may materially harm the market price of our ordinary shares, regardless of our operating performance. Consequently, you may not be able to sell the ordinary shares at prices equal to or greater than those paid by you, or you may not be able to sell them at all. In the past, following periods of volatility in the market price of a company’s securities, securities class action litigation has often been instituted against that company. If we were involved in any similar litigation, we could incur substantial costs and our management’s attention and resources could be diverted, which could affect our business, financial condition and results of operations.

 

 

The trading market for our ordinary shares depends, in part, upon the research and reports that securities or industry analysts publish about us or our businesses. We do not have any control over analysts as to whether they will cover us, and if they do, whether such coverage will continue. If one or more of the analysts covering us cease coverage of our company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which could cause the price or trading volume of our shares to decline. In addition, if one or more of the analysts who cover us downgrade our shares or change their opinion of our shares, the price for our shares will likely decline.

 

 

If we or our existing shareholders sell a substantial number of our ordinary shares in the public market, the market price of our ordinary shares could decrease significantly. The perception in the public market that our shareholders might sell our ordinary shares could also depress the market price of our ordinary shares and could impair our future ability to obtain capital, especially through an offering of equity securities. Substantially all of our outstanding ordinary shares are eligible for sale in the public market, except that ordinary shares held by our affiliates are subject to restrictions on volume and manner of sale pursuant to Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”). We have also filed a registration statement on Form S-8 with the SEC, covering all of the ordinary shares issuable under our share incentive plans and such shares are available for resale following the expiration of any restrictions on transfer. In addition, a sale by us of additional ordinary shares or similar securities in order to raise capital might have a similar negative impact on the share price of our ordinary shares. A decline in the price of our ordinary shares might impede our ability to raise capital through the issuance of additional ordinary shares or other securities and may cause you to lose part or all of your investment in our ordinary shares.

 

 

As of March 1, 2026, no single shareholder beneficially owns more than 10% of our ordinary shares. Due to the absence of a controlling shareholder, we may be subject to future alliances or agreements between some of our shareholders, which may result in the exercise of a controlling or dominant power over our company by them. We have been subject to a demand to propose the appointment of new board members during our 2025 annual shareholders meeting and see – “Our business could be negatively affected as a result of actions of activist shareholders and/or class action filings, which could impact the trading value of our securities.” In the event a controlling group is formed and decides to exercise its controlling power over our company, we may be subject to unexpected changes in our corporate governance and strategies, including the replacement of directors and key executive officers. Additionally, we may be more vulnerable to a hostile takeover bid. Any unexpected change in our management team, business policy or strategy, any dispute between our shareholders, or any attempt to acquire control of our company may have an adverse impact on our business, financial conditions and results of operations. Although the Special State Share places certain requirements and restrictions on the ability of shareholders to obtain control over us, such attempts may still be successful if made pursuant to the provisions of applicable laws and our articles of association. For information regarding our entering into a merger agreement with Hapag-Lloyd AG for the purchase of all of our ordinary shares, see “Item 10.C “Material Contracts - Entry Into Agreement and Plan of Merger with Hapag-Lloyd AG”.

 

 

As a foreign private issuer, in reliance on NYSE rules that permit a foreign private issuer to follow the corporate governance practices of its home country, we are permitted to follow certain Israeli corporate governance practices instead of those otherwise required under the corporate governance standards for U.S. domestic issuers. We follow certain Israeli home country corporate governance practices rather than the requirements of the NYSE including, for example, to have a nominating committee or to obtain shareholder approval for certain issuances to related parties or the establishment or amendment of certain equity-based compensation plans. Following our home country governance practices as opposed to the requirements that would otherwise apply to a U.S. company listed on the NYSE may provide less protection than is accorded to investors in U.S. domestic issuers. See “Item 6.C – Board practices.”

 

 

As a foreign private issuer, we are exempt from a number of requirements under U.S. securities laws that apply to public companies that are not foreign private issuers. In particular, we are exempt from the rules and regulations under the Exchange Act related to the furnishing and content of proxy statements, however as of March 2026 we will become subject to reporting provisions contained in Section 16(a) of the Exchange Act, as applicable to foreign private issuers. In addition, we are not required under the Exchange Act to file annual and current reports and financial statements with the SEC as frequently or as promptly as U.S. domestic companies whose securities are registered under the Exchange Act and we are generally exempt from filing quarterly reports with the SEC under the Exchange Act. We are also exempt from the provisions of Regulation FD, which prohibits the selective disclosure of material nonpublic information to, among others, broker-dealers and holders of a company’s securities under circumstances in which it is reasonably foreseeable that the holder will trade in the company’s securities on the basis of the information. Even though we have voluntarily filed and intend to continue to voluntarily file current reports on Form 6-K that include quarterly financial statements, and we have adopted a procedure to voluntarily comply with Regulation FD, these exemptions and leniencies reduce the frequency and scope of information and protections to which you are entitled as an investor.

 

We are not required to comply with the proxy rules applicable to U.S. domestic companies, including the requirement to disclose the compensation of our Chief Executive Officer, Chief Financial Officer and three other most highly compensated executive officers on an individual, rather than on an aggregate, basis. Nevertheless, regulations promulgated under the Companies Law require us to disclose in the notice convening an annual general meeting (unless previously disclosed in any report by us prepared pursuant to the requirements of NYSE or any other stock exchange on which our shares are registered for trade) the annual compensation of our five most highly compensated officers on an individual basis, rather than on an aggregate basis. This disclosure will not be as extensive as that required of a U.S. domestic issuer. For information regarding reliefs relating to general meetings for companies whose securities are traded outside of Israeli, see “Item 6.C – Board practices – Amendment to Companies Regulations (Reliefs for Companies whose Securities are Traded Outside of Israel), 2000”.

 

We would lose our foreign private issuer status if a majority of our shares became held by U.S. persons and either a majority of our directors or executive officers are U.S. citizens or residents or we fail to meet additional requirements necessary to avoid loss of foreign private issuer status. Although we have elected to comply with certain U.S. regulatory provisions, our loss of foreign private issuer status would make such provisions mandatory. The regulatory and compliance costs to us under U.S. securities laws as a U.S. domestic issuer may be significantly higher. If we are not a foreign private issuer, we will be required to file periodic reports and registration statements on U.S. domestic issuer forms with the SEC, which are more detailed and extensive than the forms available to a foreign private issuer. We would also be required to follow U.S. proxy disclosure requirements. We may also be required to modify certain of our policies to comply with good governance practices associated with U.S. domestic issuers. Such conversion and modifications will involve additional costs. In addition, we would lose our ability to rely upon exemptions from certain corporate governance requirements on U.S. stock exchanges that are available to foreign private issuers.

 

 

Companies, or PFICs, can have adverse effects for U.S. investors for U.S. federal income tax purposes. The tests for determining PFIC status for a taxable year depend upon the relative values of certain categories of assets and the relative amounts of certain kinds of income. As discussed in “Taxation – U.S. federal income taxation – Passive Foreign Investment Company Rules,” we believe that we were not a PFIC for the taxable year ended December 31, 2025. However, there can be no assurance that the Internal Revenue Service, or the IRS, will agree with our conclusion. In addition, the determination of whether we are a PFIC depends on particular facts and circumstances (such as the valuation of our assets, including intangible assets, which may be determined, in part, by reference to the market price of our ordinary shares) and may also be affected by the application of the PFIC rules, which are subject to differing interpretations. In light of the foregoing, no assurance can be provided that we were not a PFIC for the taxable year ended December 31, 2025 or that we will not become a PFIC in any future taxable year. Furthermore, if we are treated as a PFIC, then one or more of our subsidiaries may also be treated as PFICs.

 

If we are or become a PFIC for any taxable year during which a U.S. investor holds our ordinary shares, we generally would continue to be treated as a PFIC with respect to that U.S. investor for all succeeding years during which the U.S. investor holds our ordinary shares, even if we ceased to meet the threshold requirements for PFIC status, unless certain exceptions apply. Such a U.S. investor may be subject to adverse U.S. federal income tax consequences, such as ineligibility for any preferential tax rates on capital gains or on actual or deemed dividends, interest charges on certain taxes treated as deferred, and additional reporting requirements under U.S. federal income tax laws and regulations. A “mark-to-market” election may be available that will alter the consequences of PFIC status if our ordinary shares are regularly traded on a qualified exchange. For further discussion, see “Taxation – U.S. federal income taxation – Passive Foreign Investment Company Rules.” Investors should consult their own tax advisors regarding all aspects of the application of the PFIC rules to our ordinary shares.

 

 

 

As a public company, we are required to maintain internal controls over financial reporting and to report any material weaknesses in such internal controls. We are required to furnish a report by management on the effectiveness of our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act. If we identify material weaknesses in our internal control over financial reporting, if we are unable to comply with the requirements of Section 404 in a timely manner or assert that our internal control over financial reporting is effective, or if our independent registered public accounting firm is unable to express an opinion as to the effectiveness of our internal control over financial reporting, investors may lose confidence in the accuracy and completeness of our financial reports and the market price of our ordinary shares could be negatively affected, and we could become subject to investigations by the stock exchange on which our securities are listed, the SEC or other regulatory authorities, which could require additional financial and management resources.

 

 

 

Any dividends must be declared by our Board of Directors, which will take into account various factors including our profits, our investment plan, our financial position and additional factors it deems appropriate. While we initially intend to distribute 30 - 50% of our annual net income, the actual payout ratio could be anywhere from 0% to 50% of our net income, and may fluctuate depending on our cash flow needs and such other factors. There can be no assurance that dividends will be declared in accordance with our Board’s policy or at all, and our Board of Directors may decide, in its absolute discretion, at any time and for any reason, not to pay dividends, to reduce the amount of dividends paid, to pay dividends on an ad-hoc basis or to take other actions, which could include share buybacks, instead of or in addition to the declaration of dividends. Accordingly, we expect that the amount of any cash dividends we distribute will vary significantly as a result of such factors. We have not adopted a separate written dividend policy to reflect our Board’s policy.

 

Our ability to pay dividends is limited by Israeli law, which permits the distribution of dividends only out of distributable profits (subject to limited exceptions) and only if there is no reasonable concern that such distribution will prevent us from meeting our existing and future obligations when they become due. See “Item 8.A – Consolidated statements and other financial information – Dividends and dividend policy.”

ITEM 4. INFORMATION ON THE COMPANY

 

 

Founded in Israel in 1945, we purchased our first ship in 1947. In the 1950s and 1960s, we expanded our fleet and global shipping lines. In 1969, approximately 50% of our company was acquired by Israel Corporation Ltd., which moved us away from government ownership. In 1972, we launched our first cargo shipping service. We continued to expand globally, including establishing a presence in China, and renovated our fleet in the late 1980s. In 2004, we were fully privatized. From 2010 through present, we have focused on changing our strategy and adopting a comprehensive transformation strategy designed to improve our long-term commercial and operational processes by reducing operational expenses and increasing profitability.

 

Our ordinary shares have been listed on the New York Stock Exchange (NYSE) under the symbol “ZIM” since January 28, 2021. During 2022, 2023, 2024 and 2025 we have made dividend payments of approximately $5.17 billion in the aggregate to our shareholders. In February 2026 we have entered into a Merger Agreement with Hapag-Lloyd AG, which, if consummated, will include the delisting of all our ordinary shares from NYSE. See “Item 10.C – Material Contracts - Entry Into Agreement and Plan of Merger with Hapag-Lloyd AG”.

 

For a description of our principal capital expenditures and divestitures for the three years ended December 31, 2025 and for those currently in progress, see Item 5. “Operating and Financial Review and Prospects.”

 

Our legal and commercial name is ZIM Integrated Shipping Services Ltd. Our principal place of business is located at 9 Andrei Sakharov Street, P.O. Box 15067, Matam, Haifa, 3190500. The telephone number of our principal place of business is +972 4 8652111. Our website is www.zim.com. We have included our website address in this Annual Report solely for informational purposes. Information contained on, or that can be accessed through, our website does not constitute a part of this Annual Report and is not incorporated by reference herein. The SEC maintains an internet site that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC, which can be found at http://www.sec.gov. Our agent for service of process is ZIM American Integrated Shipping Services Company, LLC, whose address is 4425 Zim Way, Virginia Beach, Virginia 23462, United States, and whose telephone number is 757-228-1300.

 

 

Our company

 

We are a global container liner shipping company with leadership positions in niche markets where we believe we have distinct competitive advantages that allow us to maximize our market position and profitability. Founded in Israel in 1945, we are one of the oldest shipping liners, with 80 years of experience, providing customers with innovative seaborne transportation and logistics services with a reputation for industry leading transit times, schedule reliability and service excellence.

 

Our main focus is to provide best-in-class service for our customers while maximizing our profitability. We have positioned ourselves to achieve industry-leading margins and profitability through our focused strategy, commercial excellence, agile approach and flexibility in responding to changing market conditions and enhanced digital tools. As part of our “Innovative Shipping” vision, we rely on careful analysis of data, including business and artificial intelligence, to better understand the needs of our customers and digitize our products accordingly, without compromising our personal touch. We operate and innovate as a truly customer-centric company, constantly striving to provide a best-in-class product offering.

 

As of December 31, 2025, we chartered-in most of our capacity; in addition, 85.7% of our chartered-in vessels are under leases having a remaining charter duration of more than one year (or 91.5% in terms of TEU capacity for container vessels). We continue to adjust our operations in response to the effects of global and regional geopolitical and economic events, including the continuous Houthi attacks on the Red Sea, the Russia-Ukraine wars the instable climate in the Middle-East,  and other recent geopolitical trends. Our fleet, mainly in terms of the size of our vessels, enables us to optimize vessel deployment to match the needs of both mainlane and regional routes and to ensure high utilization of our vessels and specific trade advantages. Our operated vessels have capacities that range from approximately 1,000 TEUs to approximately 15,000 TEUs. (See – “Our vessel fleet – Strategic Chartering Agreements”). Furthermore, we operate a modern and specialized container fleet and our current container fleet capacity exceeds 708,000  TEUs.

 

We operate across five geographic trade zones that provide us with a global footprint. These trade zones include (for the year ended December 31, 2025, of carried TEUs): (1) Transpacific (43.0%), (2) Atlantic (13.5%), (3) Cross Suez (7.9%), (4) Intra-Asia (21.2%) and (5) Latin America (14.4%). Within these trade zones, we strive to increase and sustain profitability by selectively competing in niche trade lanes where we believe that the market is underserved and that we have a competitive advantage versus our peers. These include both trade lanes where we have an in-depth knowledge, long-established presence and outsized market position as well as new trade lanes into which we are often driven by demand from our customers as they are not serviced in-full by our competitors. Several examples of niche trade lanes within our geographic trade zones include: (1) Mediterranean to U.S. East Coast & Gulf t lane (Atlantic trade zone) where we maintain a 6.6% market share, (2) Far East to Mediterranean & Black Sea  (Cross Suez trade zone), 7.5% market share,  (3) Far East (not including the Indian subcontinent) to U.S. East Coast & Gulf (Pacific trade zone), 10.1% market share and (4) West Coast South America to USEC, 8.7% market share, in each case according to the Port Import/Export Reporting Service (PIERS) and Container Trade Statistics (“CTS”).

 

During 2025 and to the date of this Annual Report, we launched the following services and service upgrades:  (1) upgrading our premium express service connecting China and Los Angeles (ZEX & ZX2); (2) new strategic operational cooperation with MSC on the transpacific trade and replacing the previous agreement with the 2M Alliance (an alliance which terminated in January 2025);  (3) the restructuring of the cross-Atlantic service in cooperation with Hapag-Lloyd; and (4) a new cooperation with ONE for slot selling, on our ZGT service.

 

In addition to containerized cargo, we also transport vehicles (such as cars, buses and trucks) via dedicated car carrier vessels westbound from Asia, and primarily from China, Japan and South Korea. Currently, we charter thirteen car carrier vessels and we serve ports in Europe (both North Europe and the Mediterranean), Central America and both coasts of South America. Global auto sales and intercontinental trade continue to grow, driven by increases in export plans for Chinese manufacturers. According to Clarksons Platou Shipbrokers market review as of January 2026, the car carrier fleet growth is estimated to continue during 2026, with an anticipated increase of approximately 7% capacity by year end.

 

 

As of December 31, 2025, we operated a global network of 56 weekly lines, calling over 300 ports, delivering cargo to and from more than 90 countries. Our complex and sophisticated network of lines allows us to be agile as we identify markets in which to compete. Within our global network we offer value-added and tailored services, including operating several logistics subsidiaries to provide complimentary services to our customers. We continue to develop our network of additional logistics companies in order to provide comprehensive services to our customers. These subsidiaries, which we operate, among others, in China, Canada, Brazil, India, Singapore, Hong Kong and the U.S, are asset-light and provide services such as land transportation, custom brokerage, LCL, project cargo and air freight services. Out of ZIM’s total volume in the twelve months ended December 31, 2025, approximately 17% of our TEUs carried utilized additional elements of land transportation.

 

Our network is significantly enhanced by cooperation agreements with other container liner companies and alliances, allowing us to maintain a high degree of agility while optimizing fleet utilization by sharing capacity, expanding our service offering and benefiting from cost savings. Such cooperation agreements include vessel sharing agreements (VSAs), slot purchase and slot swaps. In September 2024, we entered into a strategic collaboration with MSC, which became effective in February 2025, replacing our previous agreement with the 2M Alliance which terminated in January 2025. The new agreement covers services on the Asia-U.S. East Coast and the Asia-U.S. Gulf Coast and approximately 23,000 weekly TEUs. Prior to this agreement, we also entered into an operational cooperation with MSC in September 2023, originally encompassing seven services on the southeast Asia-Oceana, India-East Mediterranean (currently rerouted) and East Mediterranean-North Europe trades, of which we currently jointly operate three (one in the southeast Asia-Oceana trade and two on the East Mediterranean-North Europe trade). In addition to these collaborations, we also maintain a number of partnerships with various global and regional liners in different trades. For example, in the Intra-Asia trade, we partner with both global and regional liners in order to extend our services in the region (See – “Our operational partnerships”).

 

We have a highly diverse and global customer base with approximately 30,500 customers (which considers each of our customer entities separately, including in instances where the entity is a subsidiary or branch of another customer, or on a non-consolidated basis) using our services. In 2025, our 10 largest customers represented approximately 12% of our freight revenues and our 50 largest customers represented approximately 27% of our freight revenues. One of the key principles of our business is our customer-centric approach and we strive to offer value-added services designed to attract and retain customers. Our strong reputation, high-quality service offering, and schedule reliability has generated a loyal customer base, with 9 of our 10 top customers in 2025 having a relationship with the Company lasting longer than 10 years.

 

We have focused on developing industry-leading and best in class technologies to support our customers, including improvements in our digital capabilities to enhance both commercial and operational excellence. We use our technology and innovation to power new services, improve our best-in-class customer experience and enhance our productivity and portfolio management. In 2024 we launched an inhouse Generative Artificial Intelligence Center of Excellence (GenAI CoE)  aimed to develop, implement and improve new and automated working processes for the benefit of our customers and to improve efficiency of internal processes. Several additional examples of our digital services include: (i) ZIMonitor, which is an advanced tracking device that provides 24/7 online alerts to support high value cargo; (ii) myZIM, our digital platform which enables online quotation, booking and shipping instructions;  (iii) Draft B/L, an online tool that allows export users to view, edit and approve their bill of lading online without speaking with a representative; and (iv) ZIMGuard, an artificial intelligence-based internal tool designed to detect possible misdeclarations of dangerous cargo in real-time.

 

Furthermore, we have formed a number of partnerships and collaborations with start-ups for the development of multiple engines of growth which are adjacent to our traditional container shipping business. To support and enhance our commercial partnerships and investments in technology companies, we have formed a ZIM team of professionals that specializes in the ecosystem of investing and collaborating with early-stage technology companies, and function as a “corporate venture capital”, or CVC, dedicating a substantial part of their time to such CVC activities. The members of this CVC team support ZIM’s portfolio companies throughout the life cycles of their businesses, starting from identifying promising startups which are synergetic to ZIM’s business or fields of interest, conducting due diligence over potential investments, negotiating investment and commercial agreements with ZIM’s portfolio companies, and supporting them in additional investment and commercial transactions and in their operations, often by holding board membership or observer positions in such companies. These technological partnerships and initiatives include: (i) “ZIMARK”, an  initiative in cooperation with Sodyo (in which we made additional investments in 2022 and 2024), an early stage scanning technology company, aimed to provide visual identification solutions for the entire logistics sector (inventory management, asset tracking, fleet management, shipping, access control, etc.), introducing a technology that is extremely fast and suitable for multiple types of media; (ii) our investment in and partnership with WAVE, a leading electronic bill of lading based on blockchain technology, to replace and secure original documents of title; (iii) our investment in Hoopo Systems Ltd. (“Hoopo”), a provider of cutting edge tracking solutions for unpowered assets, as well as our agreement to deploy Hoopo’s tracking devices on ZIM’s dry-van container fleet; (iv) our investment in Marine Shipp Fast (commercial brand name – Ship4wd|), a digital freight forwarding platform offering an online, simple and reliable self-service end to end shipping solution, that is initially targeting small and medium-sized businesses importing and exporting from the U.S., Canada and the far East ; (v) our investment in Data Science Consulting Group (DSG), a leading technology company specializing in Artificial Intelligence based products, solutions and services, developer of e-volve, a holistic AI governance and decision management system, and our co-creator of a center of excellence for the development of AI tools for the maritime shipping industry; (vi) 40Seas, an innovative fintech company, providing an online end-to-end finance and sales managing tool,  in which we have made an equity investment, in addition to extending an approximate $100 million credit facility, which has terminated in 2025 and the loan withdrawn under this facility converted to shares ; (vii) our investment in Pickommerce AI Robotics, which developed an innovative fully autonomous pick-and-pack station for the logistics industry. Pickommerce’s technology utilizes an advanced computer vision system powered by machine learning that enables the safe and intelligent packaging of objects of different sizes, weights and textures; (viii) our investment in Spinframe, which offers innovative vehicle-inspection systems that enable efficient anomaly detection from assembly to end user, and are capable of autonomously monitoring a large number of vehicles, both at land and at sea; (ix) our investment in the innovative bio-tech company Carbon Blue, a carbon dioxide removal company, which harnesses water and water-utilizing infrastructure to remove CO2 from the atmosphere, allowing entire industries to bring down emissions and combat climate change, while providing them with significant industrial co-benefits and a unique advantage in the circular economy of tomorrow; and (x) our investment in Zutacore, an Israeli start-up with a patent-protected technology of waterless liquid cooling for high performance AI processors, designed to preserve a large number of processors in the same space without overheating or harming their performance, all while reducing overall power usage.

Achieving industry leading profitability margins through both effective cost management initiatives as well as top-line improvement strategies is one of the primary focuses of our business. Over the past few years we have taken initiatives to reduce and avoid costs across our operating activities through various cost-control measures and equipment cost reduction (including, but not limited to, equipment interchanges such as swapping containers in surplus locations, street turns to reduce trucking of empty containers and domestic repositioning from inland ports). Our digital investment in our information technology systems has allowed us to develop a highly sophisticated allocation management tool that gives us the ability to manage our vessel and cargo mix to prioritize higher yielding bookings. The capacity management tool as well as our agility in terms of vessel deployment enables us to focus on the most profitable routes with our customers.

 

In addition to effective cost management, we would not have been able to achieve our financial results without our unique organizational culture. Our vision and values, “Z-Factor,” is fully aligned with and supports our strategy and long-term goals. Our vision of “Innovative shipping dedicated to you!” has driven our focus on innovation and digitalization and has led us to become a truly customer-centric company. Our can-do approach and results-driven attitude support our passion for commercial excellence and drives our focus on optimizing our cargo and customer mix. Through our core value of sustainability, we aim to uphold and advance a set of principles regarding Ethical, Social and Environmental concerns. Our goal is to work resolutely to eliminate corruption risks, promote diversity among our teams and continuously reduce the environmental impact of our operations, both at sea and onshore. Our organizational culture enables us to operate at the highest level, while also treating our oceans and communities with care and responsibility.

 

We are headquartered in Haifa, Israel. As of December 31, 2025, we had approximately 6,700 full-time employees worldwide (including contract workers). In 2025 and 2024, we carried 3.66 million and 3.75 million TEUs, respectively, for our customers worldwide. During the same periods, our revenues were $6,904 million and $8,427 million, our net income was $481 million and $2,154 million and our Adjusted EBITDA was $2,171 million and $3,692 million, respectively.

 

 

With a global footprint of more than 200 offices and agencies in more than 100 countries, we offer both door-to-door and port-to-port transportation services for all types of customers, including end-users, consolidators and freight forwarders.

 

 

We offer our customers comprehensive logistics solutions to fit their transportation needs from door-to-door. Our wide range of transportation services, handled by our highly trained sea and shore crews and supported with personalized customer service and our unified information technology platform, allows us to offer our customers higher quality and tailored services and solutions at any time around the world.

 

Our customers place orders either online or with a customer service member in one of our local agencies located around the world. We issue the bill of lading detailing the terms of the shipment and, in the case of a typical door-to-door order, we deliver an empty container to the shipper’s designated address. Once the shipper has filled the container with cargo, it is transported to a container port, where it is loaded onto our cargo vessel. We have experience in shipping various types of cargo, such as over-sized cargo, dangerous and hazardous cargo, cars, trucks and vehicles and reefer shipments. The container is shipped either directly to the destination port or via one of our scheduled ports of call, where it is transferred, or “transshipped,” to another ship. When the container arrives at the final destination port, it is off-loaded from the ship and delivered to the recipient or a designated agent via land transportation. We partner with regional and local land transportation operators to provide a range of inland transportation services via rail, truck and river barge, often combining multiple modes of transportation to ensure efficient and cost-effective operation with minimum transit time. Out of ZIM’s total volume in the twelve months ended December 31, 2025, approximately 17% of our TEUs carried utilized additional elements of land transportation. We continuously strive to find logistic solutions for land transportation service offering under the current market conditions.

 

We also focus on growing the specialized cargo (reefers, dangerous goods and special equipment) transportation portion of our business. We offer ZIMonitor, our premium reefer cargo tracking service, an advanced real-time monitoring device that, among other things, allows our customers to monitor their shipments in real time. See –“Our specialized cargo”.

 

We believe that our global-niche strategy, as well as our focus on customer-centric services, place us in a good position to attract new customers through our reliable and competitive services.

 

 

As of December 31, 2025, we operated a global network of 56 weekly lines, calling over 300 ports delivering cargo to and from more than 90 countries. Our shipping lines are linked through hubs that strategically connect main lines and feeder lines, which provide regional transport services, creating a vast network with connections to and from smaller ports within the vicinity of main lines. We have achieved leadership positions in specific markets by focusing on trades where we have distinct competitive advantages and can attain and grow our overall profitability.

 

Our shipping lines are organized into geographic trade zones by trade. The table below illustrates our primary geographic trade zones and the primary trades they cover, as well as the percentage of our total TEUs carried by geographic trade zone for the years ended December 31, 2025, 2024 and 2023:

 

 

 

The Pacific geographic trade zone serves the Transpacific trade, which covers trade between Asia, including China, Korea, Southeast Asia, the Indian subcontinent, and the Caribbean, Central America, the Gulf of Mexico and the east coast and west coast of the United States and Canada. Our services within this geographic trade zone also connect to Intra-Asia and Intra-America regional feeder lines, which provide onward connections to additional ports.

 

Pacific Northwest service. Based on information from Piers, approximately 46.5% of all goods shipped to the United States are transported via ports located in the west coast of the United States and Canada. These include local discharge as well as delivery by train or trucks to their final destinations, mainly to the Midwestern United States and to the central and eastern parts of Canada. We hold a position within the PNW, via the Canadian gateway Vancouver and Prince Rupert, which enable us to serve the very large Canadian and U.S. Midwest markets quickly and efficiently. Our strategic relationships in these markets with Canadian National Railway Company, a rail operator, have allowed us to obtain competitive rates and provide consistent, high-quality service to our customers. We charter slots from MSC to serve the Pacific Northwest.

Pacific Southwest Coast service - we operate two eCommerce Xpress high-speed services, the ZEX and ZX2, focusing on e-Commerce between Central and South China, Vietnam and Los Angeles.

 

Asia-U.S. All-Water service. With respect to the Asia-U.S. East Coast Trade, “all-water” refers to trade between Asia and the U.S. East Coast and Gulf Coast using marine transportation only, via the Panama Canal or the Cape of Good Hope, so long as the passage in the Suez Canal is suspended. Until January 2025, we operated services in this trade in accordance with our agreement with the 2M Alliance, which was terminated and replaced by a strategic agreement with MSC. We updated the agreement with MSC, so that ZIM and MSC swap slots over a total of five services, four of which on the Asia-USEC and one on the Asia-USGC. Two of the services are operated by ZIM and one is a vessel sharing agreement. We have deployed ten 15,000 TEU LNG dual fuel vessels and eleven 8,000-class TEU LNG on the ZIM operated services under this agreement. (See “Our vessel fleet - Strategic Chartering Agreements”).

 

As of December 31, 2025, we offered 8 services in the Pacific geographic trade zone, which had an effective weekly capacity of approximately 31,333 TEUs and covered all major international shipping ports in the Transpacific trade. Our services in the Pacific geographic trade zone accounted for 51% of our freight revenues from containerized cargo for the year ended December 31, 2025.

 

 

The Cross-Suez geographic trade zone  covers trade between Asia and Europe (including the Indian sub-continent), originally through the Suez Canal, primarily focusing on the Asia- West and East Mediterranean Sea sub-trade, which is one of our key strategic zones. Due to the Yemeni Houthis’ attacks against vessels in the Red Sea our vessels are currently rerouted through the Cape of Good Hope (See Item 3.D – Risk factors – “Global economic downturns and geopolitical challenges throughout the world could have a material adverse effect on our business, financial condition and results of operations”. In previous years this trade was characterized by intense competition, and we have undertaken several initiatives to help us remain competitive within it.

 

 As of December 31, 2025, we offered one service in the Cross-Suez geographic trade zone (currently rerouted), which had an effective weekly capacity of approximately 6,711 TEUs and covered  international shipping ports in the West and East Mediterranean, China, East and Southeast Asia and India. The Cross-Suez geographic trade zone accounted for 10% of our freight revenues from containerized cargo for the year ended December 31, 2025.

 

 

The Atlantic-Europe geographic trade zone serves the Atlantic trade, which covers trade between North America, Caribbean and the Mediterranean, along with Intra-Europe/Mediterranean trade. Our services within this geographic trade zone also connect to Intra-Mediterranean and Intra-America regional feeder lines which provide onward connections to additional ports. In February 2025 we have launched our restructured service in cooperation with Hapag-Lloyd in our Atlantic services which was first established in 2014. Our cooperation agreement with MSC also includes two joint services from Israel and the East Mediterranean to North Europe.

 

As of December 31, 2025, we offered 9 services within this geographic trade zone, with an effective weekly capacity of approximately  9,493 TEUs, covering major international shipping ports in the East and West Mediterranean, the Black Sea, Northern Europe, the Caribbean, the Gulf of Mexico and the U.S., and the east coast of North America. The Atlantic-Europe geographic trade zone accounted for 12% of our freight revenues from containerized cargo for the year ended December 31, 2025.

 

 

The Intra-Asia and Asia-Africa geographic trade zone serves the Intra-Asia trade, which covers trades within regional ports in Asia, including ISC (Indian sub-continent), Africa and Australia. Our services within this geographic trade zone feed into the global lines of the Pacific and Cross-Suez trades. This geographic trade zone is characterized by extensive structural changes that we have made to respond to changes in trade and market conditions.

 

The Intra-Asia market is highly fragmented with many active carriers, all with relatively small market shares. Local shipping companies have a more significant presence within this trade, which is primarily serviced by relatively small vessels, compared to other trades. However, larger carriers that operate in the intercontinental trade also serve this trade and call at ports within the region. We have operational agreements with many other shipping companies within this trade.

 

Demand in this trade is impacted by, among other things, the relatively low cost of labor in the area and its proximity to developing economies with high growth rates, which incentivizes the manufacturing of finished products for export and the shipments of unfinished products between countries in this region.

 

As of December 31, 2025, we offered  25 services within this geographic trade zone with an effective weekly capacity of approximately 13,511 TEUs. The Intra-Asia geographic trade zone accounted for 13% of our freight revenues from containerized cargo for the year ended December 31, 2025. Our services within this geographic trade zone cover major regional ports, including those in China, Korea, Thailand, Vietnam and other ports in Southeast Asia, India, Africa and Australia, and connect to shipping lines within our Cross-Suez and Pacific geographic trade zones.

 

 

The Latin America geographic trade zone consists of the Intra-America trade, which covers trade within regional ports in the Americas, as well as trade between the South American East Coast and Asia, South American West Coast and Asia, and trade between the South American east coast and West Mediterranean. The regional services within this geographic trade zone are linked to our Pacific and Atlantic-Europe geographic trade zones. We cooperate with other carriers within the regional services: We cooperate with Maersk via a vessel sharing agreement in the Asia-East Coast South America, and we cooperate with other carriers on the Mediterranean-East Coast South America sub-trades mostly by slots purchase. In addition, we operate an independent service, ZIM Gulf Toucan (ZGT), connecting South America East Coast to the Gulf of Mexico, US East Coast, Caribbean, Central America and West Coast South America. We also operated a second independent service, ZIM Albatross (ZAT), connecting China and Southeast Asia to the West coast of South America, which is currently suspended. Finally, we operate ZIM Colibri (ZCX), a premium line from South America West Coast to U.S. East Coast with an expedited connection and an emphasis on refrigerated cargo.

 

As of December 31, 2025, we offered  13 services within this geographic trade zone as well as a complementary feeder network with an effective weekly capacity of approximately 9,033 TEUs and operated between major regional ports, including ports in Brazil, Argentina, Uruguay, Mexico, Peru, Chile, Venezuela the Caribbean, Central America, China, U.S. Gulf Coast, U.S. East coast and the West Mediterranean, and connect to our Pacific and Atlantic-Europe services. The Latin America geographic trade zone accounted for 14% of our freight revenues from containerized cargo for the year ended December 31, 2025.

 

 

The following table sets forth details of the types of cargo we shipped during the twelve months ended December 31, 2025, as well as the related quantities and volume of containers (owned and leased).

 

 

 

The volume of our specialized cargo shipments reached approximately 10% of our company’s volume in 2025. We offer specialized shipping solutions through a dedicated team of supply chain experts that designs tailor-made solutions for our customers’ specific transportation needs, issues approvals and documentation, arranges for insurance and provides other logistics services for all kinds of specialized cargo, including:

 

 

 

ZIMonitor is our premium reefer cargo tracking service. A device is attached to the engine of the reefer, and allows customers to track and monitor sensitive, high-value cargo, such as pharmaceuticals, food and delicate electronics. The device monitors, among other things, GPS location, temperature, humidity and unnecessary container door opening. Customers can opt to receive alerts regarding their shipment via text message or email. ZIMonitor is designed to comply with the good distribution practice guidelines (GDP), which are applicable to the pharmaceutical industry, and to provide ongoing data flow, alerts in order to prevent cargo damage and automatic reports. Customers are also able to view their cargo status online on our designated myZIM application. In addition, we employ a 24/7 dedicated response team to promptly respond to hundreds of alerts daily. In 2025, ZIMonitor reached its highest record of container level since launching, reflecting a 32% growth compared to 2024.

 

Our vessel fleet

 

As of December 31, 2025, our fleet included 128 vessels (115 container vessels and 13 vehicle transport vessels), of which sixteen vessels were owned by us and 112 vessels were chartered in. As of December 31, 2025, our operating fleet (including both owned and chartered vessels) had a capacity of 708,543 TEUs. The average size of our vessels is approximately 6,086 TEUs, compared to an industry average of 4,972 TEUs.

 

During 2025 we purchased two 8,500 TEU vessels which were previously chartered by us, so that as of the date of the Annual Report, we own sixteen vessels in total. We may purchase additional second-hand vessels if we evaluate that such purchase is more suited to our needs than other available alternatives. In April 2025, we entered into a charter agreement of ten new-built 11,500 TEUs LNG dual-fuel container vessels, for a total consideration of approximately $2.3 billion, with expected deliveries between 2027 and 2028. In addition, during the last quarter of 2025, we entered into several chartering transactions with respect to twenty-four vessels, twenty of which range from approximately 3,000 to 5,000 TEUs, and four are approximately 9,000 TEUs, with charter periods ranging from 3 to 5 years and expected redeliveries from as early as the end of 2026 to 2028.

 

We charter-in vessels under charter party agreements for varying periods. Our charter rates are negotiated and predetermined at the time of entry into the charter party agreement and depend upon market conditions existing at that time. As of December 31, 2025, all of our chartered vessel agreements consist of chartering-in the vessel capacity for a given period of time against a daily charter fee, while the crewing and technical operation of the vessel is handled by its owner. Subject to any restrictions in the applicable arrangement, we determine the type and quantity of cargo to be carried as well as the ports of loading and discharging.

 

Our vessels operate worldwide within the trading limits imposed by our insurance terms. As of December 31, 2025, the remaining average duration of our chartered fleet was approximately 51 months, based on the earliest date of redelivery.

 

As of December 31, 2025, our fleet was comprised of vessels of various sizes, ranging from 1,000 TEUs to 15,000 TEUs, which allows for flexible deployment in terms of port access and is optimally suited for deployment in the sub-trades in which we operate.

 

The following table provides summary information, as of December 31, 2025, about our fleet:

 

 

As of March 1, 2026, our operated fleet included 128 vessels (container vessels and vehicle transport vessels), of which 16 vessels are owned by us and 112 vessels are chartered-in. Our owned and chartered container vessels had a capacity of 707,528 TEUs. As of March 1, 2026, approximately 86.9% of our chartered-in vessels (92.4% in terms of TEU capacity) are under long-term leases with a remaining charter duration of more than one year, as we continue to actively manage our asset mix.

 

 

 

In February 2021 we and Seaspan Corporation entered into a strategic agreement for the long-term charter of ten 15,000 TEU liquified natural gas (LNG dual-fuel) container vessels. Pursuant to the agreement, we will charter the vessels for a period of 12 years with the option to extend it by additional charter periods. We deployed these vessels on our Asia-U.S. East Coast Trade as an enhancement to our service on this strategic trade.

 

In addition, in July 2021 we announced a second strategic agreement with Seaspan for the long-term charter of ten uniquely designed 8,000-class TEU LNG dual fuel container vessels with an option for additional five vessels, to serve across ZIM’s various global niche trades. In September 2021 we announced the exercise of an option granted to us under this agreement to long-term charter five additional 8,000-class TEU LNG vessels. Following the exercise of this option, the total vessels to be chartered under this second strategic agreement is fifteen.

 

We were granted by Seaspan a right of first refusal to purchase the chartered vessels should Seaspan choose to sell them during the charter period, and an option to purchase the vessels at the end of the charter term. To date, all 15,000 TEU and all 8,000-class TEU LNG dual fuel container vessels have been delivered to us. The total costs, in annualized charter hire costs per vessel (in addition to down payments made on the delivery of each vessel), are estimated at approximately $17 million in respect of the abovementioned 15,000 TEU vessels, and approximately $13 million in respect of the abovementioned vessels, over the term of the agreements.

 

 

In January 2022 we entered into a new eight-year charter agreement with a shipping company that is affiliated with Kenon, which was our largest shareholder until December 26, 2024, pursuant to which we will charter three 8,000-class TEU LNG dual-fuel container vessels to be deployed in our global niche trades for a total consideration of approximately $400 million. The vessels were constructed at a Korean-based shipyard, Hyundai Samho Heavy Industries, and all vessels have already been delivered to us.

 

 

In February 2022 we and Navios Maritime Holdings Inc. entered into a charter agreement for the charter of thirteen container vessels comprising of five second-hand vessels and eight newbuild vessels of total consideration of approximately $870 million. All of the vessels have been delivered and deployed on our services. The charter period of the vessels is approximately 5 years.

 

 

In March 2022 we and MPC Container Ships ASA and MPC Capital AG entered into a new charter agreement according to which ZIM will charter a total of six 5,500 TEU wide beam newbuild vessels for a period of seven years and a total consideration of approximately $600 million. The vessels were constructed at a Korean-based shipyard HJ Shipbuilding & Construction (formally known as Hanjin Heavy Industries & Construction Co.). To date, all vessels have been delivered.

 

 

In November 2024, the Company entered into an agreement for the charter of four new-build 8,000 TEU scrubber-fitted container vessels, for periods ranging between five to seven years, scheduled to be delivered during the second half of 2026 and the first half of 2027. The total consideration is approximately $400 million.

 

 

In April 2025 the Company entered into an agreement for the chartering of ten new-build 11,500 TEU liquefied natural gas (LNG) dual-fuel container vessels, for a total consideration of approximately $2.3 billion. The vessels will be constructed at Zhoushan Changhong Shipyard in China, with delivery expected between 2027 and 2028.

 

 

We entered into several chartering transactions with respect to twenty-four vessels, twenty of which range from approximately 3,000 to 5,000 TEUs, and four are approximately 9,000 TEUs, with charter periods ranging from 3 to 5 years and expected redeliveries as early as the end of 2026 to 2028.

 

Our Containers

 

In addition to the vessels that we own and charter, we own and charter a significant number of shipping containers. As of December 31, 2025, we held 598,000 container units with a total capacity of approximately 1,067,000 TEUs, of which 41% were owned by us and 59% were leased (including 50% accounted as right-of-use assets). In some cases, the terms of our leases provide that we will have the option to purchase the container at the end of the lease term.

 

Container fleet management

 

We aim to reposition empty containers in the most cost-efficient way in order to minimize our overall empty container moves and container fleet while meeting demand. Due to a natural imbalance in demand between trade areas, we seek to optimize our container fleet by repositioning empty containers at minimum cost in order to timely and efficiently meet our customers’ demands. Our global logistics team oversees the internal management of empty containers and equipment to support this optimization effort. In addition to repairing and maintaining our container fleet, our logistics team continuously optimizes the flow of empty containers based on commercial demands and operational constraints. Below is a summary of our logistics initiatives relating to container fleet management:

 

 

 

 

We believe that through these initiatives, we are able to minimize costs associated with natural trade imbalances, increase the utilization of our vessels, and reliably supply our customers with empty containers where and when they are needed.

 

In January 2024 we entered into an agreement with Hoopo to deploy Hoopo’s tracking device on ZIM’s dry-van container fleet, which offers our customers comprehensive tracking information including geofence alerts and open/close door notifications and more, while ensuring high reliability and durability combined with significant cost and energy efficiencies. We have completed a successful pilot project and purchased additional tracking devices from Hoopo, with the intention to install the devices in all of our dry container fleet. At this time, we have installed the devices in approximately 15% of our dry container fleet.

 

Our operational partnerships

 

We are party to a large number of cooperation agreements with other shipping companies , which generally provide for the joint operation of shipping services by vessel sharing agreements, the exchange of capacity and the sale or purchase of slots on vessels operated by us or other shipping companies. We do not participate in any alliances, which are a type of vessel sharing agreement that involves joint operations of fleets of vessels and sharing of vessel space in multiple trades. By not participating in alliances and focusing instead on cooperation agreements, we are able to capture many of the benefits of alliance membership while retaining a higher degree of strategic flexibility than is typically afforded to alliance members. Our cooperation agreements provide us with access to a wider coverage of ports and specialized lines, which enables us to improve our transit times and reduce operational expenses and repositioning costs. We continue to seek new collaborations and joint services for the purpose of improving port coverage, quality and frequency of service and for the benefit of our customers.

 

 

In September 2024 we entered into a strategic agreement with MSC on the Asia-U.S. East Coast (USEC) and Asia-U.S. Gulf Coast (USGC) under a full slot exchange and vessel sharing agreement, replacing our previous agreement with the 2M Alliance, which became effective in February 2025. The agreement includes a vessel sharing agreement and slot swap on a total of six services. Throughout 2025, in reaction to market changes, we jointly restructured the network by reducing the number of services to four, and thereafter increasing the number of services to five services on the same subtrades. Pursuant to the agreement, we or MSC may terminate the agreement by providing a six-month prior written notice following the initial 30-month period, or in the event of change of control, the other party may terminate the agreement by providing a six-month notice, and the affected party may terminate the agreement by providing twelve month notice. This strategic cooperation enables us to provide our customers with improved port coverage and transit time, while generating cost efficiencies.

 

 

In July 2023 we entered into a new slot charter agreement with MSC on the Asia-Pacific Northwest trade. In July 2025 we renewed this agreement for an additional one year. In September 2023, we entered into new operational agreements with MSC, originally encompassing several trades and seven service lines. The cooperation scope includes services connecting the Indian Subcontinent with the East Mediterranean (terminated due to the Houthis’ continued attacks in the Red Sea), the East Mediterranean with Northern Europe, and services connecting East Asia with Oceania. The joint services include vessel sharing agreements, slots swaps and slot purchase arrangements. Currently, we operate two vessel sharing agreements with MSC, with one on the East Asia – Oceana trade and one on the East Mediterranean - Northern Europe trade, in addition to a slot swap on a third service operated by MSC on the East Mediterranean -Northern Europe trade. The agreements are in effect and may be terminated by providing a six-month period prior notice, or in the event of change of control, by providing a 3-month period prior notice.