UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2026
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission File Number: 001-36437
Dorian LPG Ltd.
(Exact name of registrant as specified in its charter)
Marshall Islands
66-0818228
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
c/o Dorian LPG (USA) LLC
27 Signal Road, Stamford, CT
06902
(Address of principal executive offices)
(Zip Code)
Registrant's telephone number, including area code: (203) 674-9900
Former name, former address and former fiscal year, if changed since last report: Not Applicable
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Title of Each Class
Trading Symbol
Name of Each Exchange on Which Registered
Common stock, par value $0.01 per share
LPG
New York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☒
Accelerated filer ☐
Non-accelerated filer ☐
Smaller reporting company ☐
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
As of October 30, 2026, there were 42,963,277 shares of the registrant’s common stock outstanding.
FORWARD-LOOKING STATEMENTS
This quarterly report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Private Securities Litigation Reform Act of 1995 (the “PSLRA”), including analyses and other information based on forecasts of future results and estimates of amounts not yet determinable and statements relating to our future prospects, developments and business strategies. We intend for these forward-looking statements to be covered by the safe harbor provided for under the sections referenced in the immediately preceding sentence and the PSLRA. Forward-looking statements are identified by their use of terms and phrases such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “intend,” “likely,” “may,” “might,” “pending,” “plan,” “possible,” “potential,” “predict,” “project,” “seeks,” “should,” “targets,” “will,” “would,” and similar expressions, terms and phrases, including references to assumptions. Where we express an expectation or belief as to future events or results, such expectation or belief is expressed in good faith and believed to have a reasonable basis. However, our forward-looking statements are subject to risks, uncertainties, and other factors, which could cause actual future activities and results of operations to differ materially from future results expressed, projected, or implied by those forward-looking statements in this quarterly report.
These risks include the risks that are identified in the “Risk Factors” section of this quarterly report and of our Annual Report on Form 10-K for the fiscal year ended March 31, 2026, and also include, among others, risks associated with the following:
Actual results could differ materially from expectations expressed in the forward-looking statements if one or more of the underlying assumptions or expectations prove to be inaccurate or are not realized. You should thoroughly read this report with the understanding that our actual future results may be materially different from and worse than what we expect. Other sections of this report include additional factors that could adversely impact our business and financial performance. Moreover, we operate in an evolving environment. New risk factors and uncertainties emerge from time to time and it is not possible for our management to predict all risk factors and uncertainties, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. We qualify all of the forward-looking statements by these cautionary statements.
We caution readers of this report not to place undue reliance on forward-looking statements. Any forward-looking statements contained herein are made only as of the date of this report, and we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
The cash dividends referenced in this report are irregular dividends. All declarations of dividends are subject to the determination and discretion of our Board of Directors based on its consideration of various factors, including the Company’s results of operations, financial condition, level of indebtedness, anticipated capital requirements, contractual restrictions, restrictions in its debt agreements, restrictions under applicable law, its business prospects and other factors that our Board of Directors may deem relevant. The Board of Directors, in its sole discretion, may increase, decrease or eliminate the dividend at any time.
As used in this quarterly report and unless otherwise indicated, references to “Dorian,” the “Company,” “we,” “our,” “us,” or similar terms refer to Dorian LPG Ltd. and its subsidiaries.
TABLE OF CONTENTS
PART I.
FINANCIAL INFORMATION
ITEM 1.
FINANCIAL STATEMENTS
Unaudited Condensed Consolidated Balance Sheets as of September 30, 2026 and March 31, 2026
1
Unaudited Condensed Consolidated Statements of Operations for the Three and Six Months Ended September 30, 2026 and September 30, 2025
2
Unaudited Condensed Consolidated Statements of Shareholders' Equity for the Six Months Ended September 30, 2026 and September 30, 2025
3
Unaudited Condensed Consolidated Statements of Cash Flows for the Six Months Ended September 30, 2026 and September 30, 2025
4
Notes to Unaudited Condensed Consolidated Financial Statements
5
ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
21
ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
33
ITEM 4.
CONTROLS AND PROCEDURES
PART II.
OTHER INFORMATION
LEGAL PROCEEDINGS
34
ITEM 1A.
RISK FACTORS
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
ITEM 5.
ITEM 6.
EXHIBITS
35
EXHIBIT INDEX
36
SIGNATURES
37
PART I — FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Unaudited Condensed Consolidated Balance Sheets
(Expressed in United States Dollars, except for share data)
As of
September 30, 2026
March 31, 2026
Assets
Current assets
Cash and cash equivalents
$
578,774,436
327,409,120
Trade receivables, net and accrued revenues
3,454,305
2,037,495
Due from related parties
159,462,635
97,037,584
Inventories
2,357,200
2,441,578
Vessels held for sale
78,801,718
—
Prepaid expenses and other current assets
21,957,034
21,324,303
Total current assets
844,807,328
450,250,080
Fixed assets
Vessels, net
957,359,406
1,215,930,610
Vessels under construction
56,921,890
Total fixed assets
1,014,281,296
Other non-current assets
Deferred charges, net
17,412,349
24,990,338
Derivative instruments
4,991,925
2,337,425
Due from related parties—non-current
22,000,000
26,400,000
Restricted cash—non-current
79,110
79,835
Operating lease right-of-use assets
126,680,242
148,712,528
2,943,226
2,991,901
Total assets
2,033,195,476
1,871,692,717
Liabilities and shareholders’ equity
Current liabilities
Trade accounts payable
8,877,457
7,990,868
Accrued expenses
5,666,027
11,327,406
Due to related parties
232,503
Deferred income
1,780,416
1,981,719
Current portion of long-term operating lease liabilities
42,487,447
46,661,757
Current portion of long-term debt
43,731,830
100,164,502
Dividends payable
307,460
700,366
Total current liabilities
103,083,140
168,826,618
Long-term liabilities
Long-term debt—net of current portion and deferred financing fees
433,614,040
460,230,191
Long-term operating lease liabilities
84,198,958
102,061,784
Other long-term liabilities
1,347,634
1,577,746
Total long-term liabilities
519,160,632
563,869,721
Total liabilities
622,243,772
732,696,339
Commitments and contingencies
Shareholders’ equity
Preferred stock, $0.01 par value, 50,000,000 shares authorized, none issued nor outstanding
Common stock, $0.01 par value, 450,000,000 shares authorized, 54,884,998 and 54,647,868 shares issued, 42,963,277 and 42,782,681 shares outstanding (net of treasury stock), as of September 30, 2026 and March 31, 2026, respectively
548,849
546,478
Additional paid-in-capital
886,359,550
878,549,693
Treasury stock, at cost; 11,921,721 and 11,865,187 shares as of September 30, 2026 and March 31, 2026, respectively
(142,549,698)
(140,116,177)
Retained earnings
666,593,003
400,016,384
Total shareholders’ equity
1,410,951,704
1,138,996,378
Total liabilities and shareholders’ equity
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
Unaudited Interim Condensed Consolidated Statements of Operations
(Expressed in United States Dollars)
Three months ended
Six months ended
September 30, 2025
Revenues
Net pool revenues—related party
220,812,588
120,627,086
408,616,703
204,469,838
Other revenues, net
535,168
3,437,195
615,901
3,806,409
Total revenues
221,347,756
124,064,281
409,232,604
208,276,247
Expenses
Voyage expenses
986,096
1,033,917
1,408,717
2,376,673
Charter hire expenses
18,244,443
13,714,116
40,858,445
24,436,027
Profit sharing expenses
2,831,122
4,508,110
Vessel operating expenses
18,280,726
20,682,956
38,423,943
42,594,562
Depreciation and amortization
15,816,144
17,921,869
33,465,211
36,301,016
General and administrative expenses
14,025,416
12,012,042
27,525,464
28,922,143
Total expenses
70,183,947
65,364,900
146,189,890
134,630,421
Gain on disposal of vessels
63,623,051
93,739,920
Other income—related parties
669,079
645,364
1,338,158
1,290,728
Operating income
215,455,939
59,344,745
358,120,792
74,936,554
Other income/(expenses)
Interest and finance costs
(8,590,975)
(7,599,108)
(17,286,308)
(15,313,905)
Interest income
4,522,593
2,996,777
7,502,312
5,840,223
Unrealized gain/(loss) on derivatives
1,721,535
(381,658)
2,654,500
(1,565,499)
Realized gain on derivatives
293,860
528,095
580,370
1,067,524
Other gain/(loss), net
454,007
493,185
570,315
499,240
Total other expenses, net
(1,598,980)
(3,962,709)
(5,978,811)
(9,472,417)
Net income
213,856,959
55,382,036
352,141,981
65,464,137
Weighted average shares outstanding:
Basic
42,683,291
42,535,822
42,616,987
42,481,943
Diluted
42,949,327
42,639,337
42,832,888
42,647,689
Earnings per common share—basic
5.01
1.30
8.26
1.54
Earnings per common share—diluted
4.98
8.22
1.53
Unaudited Interim Condensed Consolidated Statements of Shareholders’ Equity
(Expressed in United States Dollars, except for shares)
Number of
Additional
common
Common
Treasury
paid-in
Retained
shares
stock
capital
Earnings
Total
Balance, April 1, 2025
54,324,437
543,244
(133,103,957)
867,524,073
311,142,825
1,046,106,185
Net income for the period
10,082,101
Dividend ($0.50 per common share)
(21,323,860)
Stock-based compensation
1,757,879
Purchase of treasury stock
(1,822,780)
Balance, June 30, 2025
(134,926,737)
869,281,952
299,901,066
1,034,799,525
Restricted share award issuances
284,853
2,849
(2,849)
Dividend ($0.60 per common share)
(25,702,868)
4,961,896
(2,907,988)
Balance, September 30, 2025
54,609,290
546,093
(137,834,725)
874,240,999
329,580,234
1,066,532,601
Balance, April 1, 2026
54,647,868
138,285,022
Dividend ($1.00 per common share)
(42,782,681)
2,020,619
Balance, June 30, 2026
880,570,312
495,518,725
1,236,519,338
237,130
2,371
(2,371)
5,791,609
(2,433,521)
Balance, September 30, 2026
54,884,998
Unaudited Interim Condensed Consolidated Statements of Cash Flows
Cash flows from operating activities:
Adjustments to reconcile net income to net cash provided by operating activities:
Non-cash lease expense
23,849,658
17,152,761
Amortization of financing costs
2,560,974
587,279
Unrealized (gain)/loss on derivatives
(2,654,500)
1,565,499
Stock-based compensation expense
7,812,228
6,719,775
(93,739,920)
Unrealized foreign currency loss/(gain), net
53,176
(216,360)
Other non-cash items, net
(586,432)
(553,092)
Changes in operating assets and liabilities
Trade receivables, inventories, prepaid expenses, and other current and non-current assets
(1,291,266)
(5,970,090)
(58,025,051)
(42,642,173)
Operating lease liabilities—current and long-term
(23,854,491)
(17,108,293)
1,722,273
(3,140,661)
Accrued expenses and other liabilities
(5,775,856)
(1,236,949)
1,572,810
Payments for drydocking costs
(552,813)
(11,274,694)
Net cash provided by operating activities
235,357,675
47,220,965
Cash flows from investing activities:
Payments for vessels under construction and other capital expenditures for vessels
(57,256,911)
(16,312,969)
Proceeds from disposal of vessels
247,177,233
Net cash provided by/(used in) investing activities
189,920,322
Cash flows from financing activities:
Proceeds from long-term debt borrowings
229,294,303
Repayment of long-term debt borrowings
(310,328,757)
(27,449,747)
Repurchase of common shares
(4,730,768)
Financing costs paid
(4,414,623)
Dividends paid
(85,958,268)
(47,555,692)
Net cash used in financing activities
(173,840,866)
(79,736,207)
Effects of exchange rates on cash and cash equivalents
(72,540)
258,784
Net increase/(decrease) in cash, cash equivalents, and restricted cash
251,364,591
(48,569,427)
Cash, cash equivalents, and restricted cash at the beginning of the period
327,488,955
316,953,612
Cash, cash equivalents, and restricted cash at the end of the period
578,853,546
268,384,185
Supplemental disclosure of cash flow information
Cash paid for interest, net of amounts capitalized
13,776,844
14,521,889
Cash paid for operating lease liabilities
27,775,182
21,469,208
Right of use assets recognized
1,826,320
Unpaid lease liability on initial recognition
Capitalized drydocking costs included in liabilities
2,025,559
Vessel-related capital expenditures included in liabilities
33,797
15,393
Unpaid dividends included in liabilities
386,186
Financing costs included in liabilities
972,012
663,600
Reconciliation of cash and cash equivalents and restricted cash reported within the consolidated balance sheets to the total amount of such items reported in the statements of cash flows:
268,302,758
81,427
Cash and cash equivalents and restricted cash at end of period shown in the statement of cash flows
1. Basis of Presentation and General Information
Dorian LPG Ltd. (“Dorian”) was incorporated on July 1, 2013 under the laws of the Republic of the Marshall Islands, is headquartered in the United States, and is engaged in the transportation of liquefied petroleum gas (“LPG”) worldwide. Specifically, Dorian and its subsidiaries (together “we”, “us”, “our”, or the “Company”) are focused on owning and operating very large gas carriers (“VLGCs”), each with a cargo carrying capacity of greater than 80,000 cbm, in the LPG shipping industry. As of September 30, 2026, our fleet consists of twenty-four VLGCs, including one 93,000 cbm dual-fuel ECO-design Very Large Gas Carrier / Ammonia Carrier (“VLGC/AC”); one dual-fuel 84,000 cbm ECO-design VLGC (“Dual-fuel ECO VLGC”); sixteen fuel-efficient 84,000 cbm ECO-design VLGCs (“ECO VLGCs”); one 82,000 cbm modern VLGC; five time chartered-in VLGCs, of which three are dual-fuel Panamax size VLGCs; one time chartered-in ECO Panamax VLGC; and one modern VLGC. On June 22, 2026, we entered into a shipbuilding contract for a newbuilding dual-fuel Panamax VLGC with a cargo carrying capacity of 90,000 cbm, which is expected to be delivered from HD Hyundai Heavy Industries Co. Ltd. in the third calendar quarter of 2029. On August 31, 2026, we entered into three shipbuilding contracts to build three dual-fuel Panamax VLGCs with a cargo carrying capacities of 90,000 cbm each, which are expected to be delivered from Hanwha Ocean Co., LTD. in the second, third and fourth calendar quarters of 2030. Subsequent to September 30, 2026, we completed the sale of the VLGC Captain John NP and VLGC Clermont (see Note 18 below for further details). We provide in-house commercial management services for all of our vessels, including our vessels deployed in the Helios Pool (defined below), which may also receive commercial management services from MOL Energia (defined below). Excluding our time chartered-in vessels, we provide in-house technical management services for all of our vessels, including our vessels deployed in the Helios Pool.
As of September 30, 2026, fourteen of our ECO-VLGCs, including one of our time chartered-in ECO-VLGCs, and our VLGC/AC were equipped with exhaust gas cleaning systems (commonly referred to as “scrubbers”) to reduce sulfur emissions. Additionally, one of the chartered-in dual-fuel Panamax size VLGCs is equipped with a shaft generator, which generates additional electricity that can be used to reduce fuel consumption and carbon emissions.
On April 1, 2015, Dorian and MOL Energia Pte. Ltd. (“MOL Energia”), formerly known as Phoenix Tankers Pte. Ltd., began operations of Helios LPG Pool LLC (the “Helios Pool”), which entered into pool participation agreements for the purpose of establishing and operating, as charterer, under variable rate time charters to be entered into with owners or disponent owners of VLGCs, a commercial pool of VLGCs whereby revenues and expenses are shared. Refer to Note 4 below for further description of the Helios Pool.
The unaudited interim condensed consolidated financial statements and related notes have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim financial information and related Securities and Exchange Commission (“SEC”) rules for interim financial reporting. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In our opinion, all adjustments, consisting of normal recurring items, necessary for a fair presentation of financial position, operating results and cash flows, in all material respects, have been included in the unaudited interim condensed consolidated financial statements and related notes. The unaudited interim condensed consolidated financial statements and related notes should be read in conjunction with the audited consolidated financial statements and related notes for the year ended March 31, 2026 included in our Annual Report on Form 10-K filed with the SEC on May 27, 2026.
Our interim results are subject to seasonal and other fluctuations, and the operating results for any quarter are therefore not necessarily indicative of results that may be otherwise expected for the entire year.
Our subsidiaries as of September 30, 2026, which are all wholly-owned and are incorporated in the Republic of the Marshall Islands (unless otherwise noted), are listed below.
Vessel Subsidiaries
Type of
Subsidiary
vessel
Vessel’s name
Built
CBM(1)
CJNP LPG Transport LLC
VLGC/AC
Captain John NP(2)
2007
82,000
Comet LPG Transport LLC
VLGC
Comet
2014
84,000
Corvette LPG Transport LLC
Corvette
2015
Dorian Shanghai LPG Transport LLC
Cougar
Concorde LPG Transport LLC
Concorde
Dorian Sao Paulo LPG Transport LLC
Continental
Dorian Ulsan LPG Transport LLC
Constitution
Dorian Amsterdam LPG Transport LLC
Commodore
Dorian Dubai LPG Transport LLC
Cresques
Dorian Monaco LPG Transport LLC
Cheyenne
Dorian Barcelona LPG Transport LLC
Clermont(2)
Dorian Geneva LPG Transport LLC
Cratis(3)
Dorian Cape Town LPG Transport LLC
Chaparral(3)
Dorian Tokyo LPG Transport LLC
Copernicus(3)
Commander LPG Transport LLC
Commander
Dorian Explorer LPG Transport LLC
Challenger
Dorian Exporter LPG Transport LLC
Caravelle(3)
2016
Dorian Sakura LPG Transport LLC
Captain Markos(3)
2023
Dorian LPG Ammonia Transport LLC
Areion
2026
93,000
Capricorn LPG Transport LLC
Hull No. 3672(4)
2029
90,000
Dorian Paros LPG Transport LLC
Hull No. 2383(5)
2030
Dorian Syros LPG Transport LLC
Hull No. 2384(5)
Dorian Sifnos LPG Transport LLC
Hull No.2385(5)
Management and Other Subsidiaries
Dorian LPG Management Corp.
Dorian LPG (USA) LLC (incorporated in USA)
Dorian LPG (UK) Ltd. (incorporated in UK)
Dorian LPG Finance LLC
Occident River Trading Limited (incorporated in UK)
Dorian LPG (DK) ApS (incorporated in Denmark)
Dorian LPG Chartering LLC
Dorian LPG FFAS LLC
Dorian LPG Nippon Lease LLC
2. Significant Accounting Policies
The same accounting policies have been followed in these unaudited interim condensed consolidated financial statements as those applied in the preparation of our consolidated audited financial statements for the year ended March 31, 2026 (refer to Note 2 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended March 31, 2026) with the exception of the policy for accounting for vessels held for sale, which is included below.
6
Vessels Held for sale
We classify a vessel as being held for sale when all of the following criteria are met: (i) management is committed to a plan to sell the vessel; (ii) the vessel is available for immediate sale in its present condition; (iii) an active program to locate a buyer and other actions required to complete the plan to sell the vessel have been initiated; (iv) the sale of the vessel is probable, and transfer of the vessel is expected to qualify for recognition as a completed sale within one year; (v) the vessel is being actively marketed for sale at a price that is reasonable in relation to its current fair value; and (vi) actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. Vessels classified as held for sale are measured at the lower of their carrying amount or fair value less the cost to sell. The vessels are no longer depreciated once they meet the criteria to be classified as held for sale.
Recently Issued Accounting Pronouncements Not Yet Adopted:
In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-03, Disaggregation of Income Statement Expenses (“ASU 2024-03”), which requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements with the objective to address longstanding requests from investors to provide more detailed information about expenses presented on the face of the income statement. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods within the fiscal years beginning after December 15, 2027 with early adoption permitted. The amendments are to be applied either prospectively to financial statements issued for the reporting periods after the effective date or retrospectively to any or all prior periods presented in the financial statements. We are currently evaluating the impact of the adoption of ASU 2024-03 on our financial statements and related disclosures.
In May 2026, the FASB issued Accounting Standards Update ASU 2026-02, Environmental Credits and Environmental Credit Obligations, which provides recognition, measurement, presentation and disclosure requirements for entities that generate, purchase or receive environmental credits or have regulatory compliance obligations that may be settled with environmental credits. ASU 2026-02 is effective for fiscal years beginning after December 15, 2027, and interim periods within those annual reporting periods with early adoption permitted. This guidance is to be applied retrospectively by making a cumulative-effect adjustment to the opening balance of retained earnings. We are currently evaluating the impact of adopting ASU 2026-02 on our financial statements and related disclosures.
We have considered all other recent accounting pronouncements issued and believe that none are expected to have a material effect on our financial statements.
3. Segment Reporting
Our Company operates in the international transportation of liquid petroleum gas with its fleet of vessels, each of which has the same type of customer, similar operations and maintenance requirements, operates in the same regulatory environment, and is subject to similar economic characteristics. Based on this, we have determined that our Company operates in one reportable segment.
The Company’s Chief Executive Officer is the chief operating decision maker and evaluates performance based on net income and operating income.
7
The following is a summary of information for our single reportable segment:
(in U.S. dollars)
Total Revenues
Less:
Other segment items (1)
29,172,481
29,288,547
59,652,517
63,932,431
Nonoperating loss(2)
4. Transactions with Related Parties
Dorian (Hellas), S.A.
Dorian LPG (USA) LLC and its subsidiaries have an agreement with Dorian (Hellas) S.A. (“DHSA”), for the provision by Dorian LPG (USA) LLC and its subsidiaries of certain chartering and marine operation services to DHSA, which had agreements to outsource certain of these services to Eagle Ocean Transport Inc., which is 100% owned by Mr. John C. Hadjipateras, our Chairman, President and Chief Executive Officer. Income from the agreement with DHSA was earned and included in “Other income-related parties” totaling less than $0.1 million for both the three months ended September 30, 2026 and 2025 and less than $0.1 million for the six months ended September 30, 2026 and 2025.
As of September 30, 2026 and March 31, 2026, there was nothing due from DHSA.
Helios LPG Pool LLC
On April 1, 2015, Dorian and MOL Energia began operations of the Helios Pool, which entered into pool participation agreements for the purpose of establishing and operating, as charterer, under variable rate time charters to be entered into with owners or disponent owners of VLGCs, a commercial pool of VLGCs whereby revenues and expenses are shared. We hold a 50% interest in the Helios Pool as a joint venture with MOL Energia and all significant rights and obligations are equally shared by both parties. All profits of the Helios Pool are distributed to the pool participants based on pool points (see below for description of pool points) assigned to each vessel as variable charter hire and, as a result, there are no profits available to the equity investors as a share of equity. We have determined that the Helios Pool is a variable interest entity as it does not have sufficient equity at risk. We do not consolidate the Helios Pool because we are not the primary beneficiary and do not have a controlling financial interest. In consideration of Accounting Standards Codification (“ASC”) 810-10-50-4e, the significant factors considered and judgments made in determining that the power to direct the activities of the Helios Pool that most significantly impact the entity’s economic performance are shared, in that all significant performance activities which relate to approval of pool policies and strategies related to pool customers and the marketing of the pool for the procurement of customers for the pool vessels, addition of new pool vessels and the pool cost management, require unanimous board consent from a board consisting of two members from each joint venture investor. Further, in accordance with the guidance in ASC 810-10-25-38D, the Company and MOL Energia are not related parties as defined in ASC 850 nor are they de facto agents pursuant to ASC 810-10, the power over the significant activities of the Helios Pool is shared, and no party is the primary beneficiary in the Helios Pool or has a controlling financial interest. As of September 30, 2026, the Helios Pool operated twenty-eight VLGCs, including twenty-four vessels from our
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fleet (including five vessels time chartered-in from unrelated parties), two MOL Energia vessels, and two vessels from another participant.
As of September 30, 2026, we had net receivables from the Helios Pool of $181.2 million (net of amounts due to Helios Pool of $0.2 million which are reflected under “Due to related Parties”), including $27.5 million of working capital contributed for the operation of our vessels in the pool. As of March 31, 2026, we had net receivables from the Helios Pool ($22.0 million classified as due from related parties non-current) of $123.4 million, including $28.6 million of working capital contributed for the operation of our vessels in the pool. Our maximum exposure to losses from the pool as of September 30, 2026 is limited to the receivables from the pool. The Helios Pool does not have any third-party debt obligations. The Helios Pool has entered into commercial management agreements with each of Dorian LPG (DK) ApS and MOL Energia and has appointed both as the exclusive commercial managers of pool vessels. Fees for such services earned by Dorian LPG (DK) ApS are included in “Other income-related parties” in the unaudited interim condensed consolidated statement of operations and were $0.6 million for both the three months ended September 30, 2026, and 2025, respectively, and $1.2 million for both the six months ended September 30, 2026, and 2025, respectively. Additionally, we receive reimbursement of expenses such as costs for security guards, war risk insurance, and certain other voyage costs for vessels operating in the Helios Pool, for which we earned $0.5 million and $0.2 million for the three months ended September 30, 2026, and 2025, respectively, and $0.6 million and $0.6 million for the six months ended September 30, 2026, and 2025, respectively and are included in “Other revenues, net” in the unaudited interim condensed consolidated statements of operations.
Through our vessel owning subsidiaries, we have chartered vessels to the Helios Pool during the six months ended September 30, 2026 and 2025. The time charter revenue from the Helios Pool is variable depending upon the net results of the pool, available days and pool points for each vessel. The Helios Pool enters into voyage and time charters with external parties and receives freight and related revenue and, where applicable, incurs voyage costs such as bunkers, port costs and commissions. At the end of each month, the Helios Pool calculates net pool revenues using gross revenues, less voyage expenses of all pool vessels, less fixed time charter hire for any chartered-in vessels, less the general and administrative expenses of the pool as variable rate time charter hire for the relevant vessel to participants based on pool points (vessel attributes such as cargo carrying capacity, scrubber-equipped status, fuel efficiency, fuel-type consumed, and speed are taken into consideration) and number of days the vessel participated in the pool in the period. In accordance with the pool participation agreements, pool points are finalized in arrears every six months ending September 30 and March 31 and pool profits are reallocated based on the actual recorded speed and consumption performance for each vessel operating in the Helios Pool during the preceding six-month period. Net pool revenues, less any amounts required for working capital of the Helios Pool, are distributed, to the extent they have been collected from third-party customers of the Helios Pool. We recognize net pool revenues on a monthly basis, when each relevant vessel has participated in the pool during the period and the amount of net pool revenues for the month can be estimated reliably. Revenue earned from the Helios Pool is presented in Note 14.
5. Vessels Held for Sale
As of September 30, 2026, we determined that the sales of our 2007-built VLGC Captain John NP and 2015-built VLGC Clermont are probable to occur within twelve months and, accordingly, were reclassified to vessels held for sale. No loss has been recorded as of September 30, 2026 and we have suspended the recognition of depreciation on these vessels. The carrying value of the vessels totaled $78.8 million, which we reclassified to current assets on our unaudited condensed consolidated balance sheet as of September 30, 2026.
6. Vessels, Net
Accumulated
Cost
depreciation
Net book Value
1,869,540,238
(653,609,628)
Other additions
120,617
Transfer to vessels held for sale
(150,574,691)
73,110,230
(77,464,461)
Disposals and other movements
(249,239,818)
98,234,844
(151,004,974)
Depreciation
(30,222,386)
1,469,846,346
(512,486,940)
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Additions to vessels, net, mainly consisted of capital improvements for certain of our VLGCs during the six months ended September 30, 2026. Our vessels, with a total carrying value of $957.4 million and $1,189.3 million as of September 30, 2026 and March 31, 2026, respectively, are first-priority mortgaged as collateral for our long-term debt (refer to Note 9 below). Captain John NP and Clermont were our only VLGCs that are not first-priority mortgaged as collateral for our long-term debt as of September 30, 2026 with Captain John NP the only one as of March 31, 2026. As of September 30, 2026, we obtained independent appraisals of the technically managed VLGCs in our fleet and concluded that there were no indicators of impairment in accordance with ASC 360 Property, Plant, and Equipment. No impairment charges were recognized for the six months ended September 30, 2026 and 2025.
During the six months ended September 30, 2026, we recorded an aggregate gain on disposal of $93.7 million from the sales of the 2014-built VLGC Corsair and the 2015-built VLGCs Constellation and Cobra. We made the decision to dispose of these vessels as the agreed selling price was a suitable opportunity for us.
7. Vessels Under Construction
On June 22, 2026, we entered into a shipbuilding contract for a newbuilding dual-fuel Panamax VLGC with a cargo carrying capacity of 90,000 cbm, which is expected to be delivered from HD Hyundai Heavy Industries Co. Ltd. in the third calendar quarter of 2029. On August 31, 2026, we entered into three shipbuilding contracts to build three dual-fuel Panamax VLGCs with a cargo carrying capacity of 90,000 cbm each, which are expected to be delivered from Hanwha Ocean Co., LTD. in the second, third and fourth calendar quarters of 2030.
The analysis and movement of vessels under construction is presented in the table below:
Installment payments
56,873,000
Other capitalized expenditures
48,890
8. Deferred Charges, Net
The analysis and movement of deferred charges is presented in the table below:
Drydocking
costs
Additions
68,589
Disposals
(3,066,496)
(1,337,257)
Amortization
(3,242,825)
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9. Long-term Debt
2026 Debt Facility
On September 2, 2026, we entered into a new seven-year $368.4 million credit facility (the “2026 Debt Facility”) to refinance existing indebtedness under the 2023 A&R Facility, Cougar and Cresques Japanese Financings, and the Commander tranche of the BALCAP Facility. The syndicate is led by coordinating bookrunners Nordea Bank AbP New York Branch, which is also agent, coordinator, and security agent; and Skandinaviska Enskilda Banken AB (Publ) and bookrunners and mandated lead arrangers Crédit Agricole Corporate & Investment Bank, BNP Paribas, Danish Ship Finance A/S, DNB Carnegie, Inc., ING Capital LLC; and Oversea-Chinese Banking Corporation, London Branch. Crédit Agricole Corporate & Investment Bank will also serve as Sustainability Coordinator, as the facility also has a sustainability linked feature. The 2026 Debt Facility consists of (i) a $213.3 million term loan, (ii) a $155.1 million revolving credit facility, and an uncommitted $200 million accordion facility to support the future growth. The 2026 Debt Facility has an age-adjusted profile of 22 years and matures on June 26, 2033, with drawn amounts thereunder accruing interest at a rate of SOFR plus a margin ranging between 1.35% and 1.45% depending on the achievement of certain sustainability targets.
On September 2, 2026, $193.8 million was drawn on term loan to refinance 10 vessels and $16.0 million was drawn on the revolving credit facility to refinance Clermont prior to her delivery to new owners in October 2026 (refer to Note 18 below). On September 25, 2026, $19.5 million was drawn under the term loan facility to refinance Cresques. As of September 30, 2026, the revolving credit facility has an available undrawn amount of $138.3 million.
As of September 30, 2026, the debt financing was secured by, among other things, eleven of our ECO VLGCs, and we were in compliance with all financial covenants.
2023 A&R Debt Facility
Refer to Note 10 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended March 31, 2026 for information on the $240.0 million amended and restated debt financing facility that we entered into on December 22, 2023 with Crédit Agricole Corporate and Investment Bank, ING Bank N.V., Skandinaviska Enskilda Banken AB (publ), BNP Paribas, and Danish Ship Finance A/S (the “2023 A&R Debt Facility”).
On April 20, 2026, we prepaid $16.5 million of the 2023 A&R Debt Facility, the tranche related to the 2015-built VLGC Cobra.
On September 2, 2026, we prepaid the outstanding balance of each tranche in full totaling $144.0 million using proceeds from the 2026 Debt Facility.
BALCAP Facility
Refer to Note 10 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended March 31, 2026 for information on our $83.4 million debt financing facility that we entered into on December 29, 2021 with Banc of America Leasing & Capital, LLC and other financial institutions (the “BALCAP Facility”).
On July 13, 2026, we prepaid $23.9 million of the BALCAP Facility’s then outstanding principal related to the 2015-built VLGC Constellation.
On September 2, 2026, we prepaid $23.2 million of the BALCAP Facility’s then outstanding principal related to the 2015-built VLGC Commander, using proceeds from the 2026 Debt Facility.
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Areion Facility
Refer to Note 10 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended March 31, 2026 for information on our $62.9 million debt financing facility that we entered into on February 17, 2026 with Citibank N.A., supported by export insurance provided by the Korea Trade Insurance Corporation, and Nordea Bank Abp (the “Areion Facility”).
We were in compliance with all financial covenants as of September 30, 2026.
Corsair Japanese Financing
Refer to Note 10 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended March 31, 2026 for information on the refinancing of our 2014-built VLGC, Corsair, pursuant to a memorandum of agreement and a bareboat charter agreement (the “Corsair Japanese Financing”).
On May 28, 2026, we repaid the Corsair Japanese Financing’s then outstanding principal of $24.2 million.
Cresques Japanese Financing
Refer to Note 10 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended March 31, 2026 for information on the refinancing of our 2015-built VLGC, Cresques, pursuant to a memorandum of agreement and a bareboat charter agreement (the “Cresques Japanese Financing”).
On June 30, 2026, we gave a notice of repurchase to the owners of Cresques and on September 25, 2026, we prepaid $21.3 million of the then outstanding principal, primarily by using proceeds from the 2026 Debt Facility’s term loan.
Cratis Japanese Financing
Refer to Note 10 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended March 31, 2026 for information on the refinancing of our 2015-built VLGC, Cratis, pursuant to a memorandum of agreement and a bareboat charter agreement (the “Cratis Japanese Financing”).
Copernicus Japanese Financing
Refer to Note 10 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended March 31, 2026 for information on the refinancing of our 2015-built VLGC, Copernicus, pursuant to a memorandum of agreement and a bareboat charter agreement (the “Copernicus Japanese Financing”).
Chaparral Japanese Financing
Refer to Note 10 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended March 31, 2026 for information on the refinancing of our 2015-built VLGC, Chaparral, pursuant to a memorandum of agreement and a bareboat charter agreement (the “Chaparral Japanese Financing”).
Caravelle Japanese Financing
Refer to Note 10 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended March 31, 2026 for information on the refinancing of our 2016-built VLGC, Caravelle, pursuant to a memorandum of agreement and a bareboat charter agreement (the “Caravelle Japanese Financing”).
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Cougar Japanese Financing
Refer to Note 10 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended March 31, 2026 for information on the refinancing of our 2016-built VLGC, Cougar, pursuant to a memorandum of agreement and a bareboat charter agreement (the “Cougar Japanese Financing”).
On August 26, 2026, we repaid the Cougar Japanese Financing’s then outstanding principal of $34.7 million.
Captain Markos Dual-Fuel Japanese Financing
Refer to Note 10 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended March 31, 2026 for information on the financing of our 2023-built Dual-fuel VLGC, Captain Markos, pursuant to a memorandum of agreement and a bareboat charter agreement (the “Captain Markos Dual-Fuel Japanese Financing”).
Debt Obligations
The table below presents our debt obligations:
227,882,731
165,000,000
49,891,595
60,648,723
62,900,531
Japanese Financings
24,645,833
22,071,744
31,300,000
33,340,000
53,178,287
54,594,492
33,500,000
35,300,000
36,500,000
46,970,000
48,230,000
Total Japanese Financings
196,248,287
288,022,069
Total debt obligations
484,779,741
565,814,195
Less: deferred financing fees
7,433,871
5,419,502
Debt obligations—net of deferred financing fees
477,345,870
560,394,693
Presented as follows:
Deferred Financing Fees
The analysis and movement of deferred financing fees is presented in the table below:
Financing
4,575,343
(2,560,974)
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10. Leases
Time charter-in contracts
We did not time charter-in any new vessels during the six months ended September 30, 2026. In June 2025, we time chartered-in a VLGC that was redelivered to its owners in August 2026. All of our time chartered-in VLGCs were deployed in the Helios Pool and earned net pool revenues of $49.5 million and $24.7 million for the three months ended September 30, 2026 and 2025, respectively, and $88.1 million and $39.5 million for the six months ended September 30, 2026 and 2025, respectively.
Charter hire expenses for the VLGCs time chartered in were as follows:
Office leases
We currently have operating leases for our offices in Stamford, Connecticut, USA; Copenhagen, Denmark; and Athens, Greece, which we determined to be operating leases and record the lease expense as part of general and administrative expenses in our unaudited interim condensed consolidated statements of operations. During the six months ended September 30, 2026 we extended the operating lease for our Athens office for an additional three years with an option to extend the lease for a further three years that is considered reasonably certain to be exercised. As a result, a right-of-use asset and lease liability of $1.8 million were recognized on our balance sheets as of September 30, 2026.
Operating lease rent expense related to our office leases was as follows:
Operating lease rent expense
184,086
144,524
391,531
271,466
For our office leases and time charter-in agreements, the discount rate used ranged from 5.17% to 6.34%. The weighted average discount rate used to calculate the lease liability was 5.70%. The weighted average remaining lease term of our office leases and time chartered-in vessels as of September 30, 2026 is 38.9 months.
Our operating lease right-of-use asset and lease liabilities as of September 30, 2026 and March 31, 2026 were as follows:
Description
Location on Balance Sheet
Assets:
Non-current
2,025,157
385,102
Time charter-in VLGCs
124,655,085
148,327,426
Liabilities:
Current
Office Leases
Current portion of long-term operating leases
314,671
380,572
42,172,776
46,281,185
Long-term
Long-term operating leases
1,716,649
15,543
82,482,309
102,046,241
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Maturities of operating lease liabilities as of September 30, 2026 were as follows:
Less than one year
48,391,274
One to three years
72,420,538
Three to five years
17,911,183
Total undiscounted lease payments
138,722,995
Less: imputed interest
(12,036,590)
Carrying value of operating lease liabilities
126,686,405
Framework agreement
In September 2025, we entered into a framework agreement with MOL Energia Pte., our partner in the Helios Pool, to equally share the income or losses on BW Tokyo, one of our time chartered-in vessels. The net result reflected in this line item represents 50% of the vessel’s revenues for the period less 50% of the vessel’s charter hire-in expenses for the period and is reflected as “Profit sharing expenses” in the unaudited interim condensed consolidated statements of operations. The line items net pool revenues–related party and charter-hire expense reflect 100% of the revenues and expenses, respectively, related to this vessel.
11. Common Stock
On February 2, 2022, our Board of Directors authorized the repurchase of up to $100.0 million of our common shares (the “2022 Common Share Repurchase Authority”). Under this authorization, when in force, purchases were and may be made at our discretion in the form of open market repurchase programs, privately negotiated transactions, accelerated share repurchase programs or a combination of these methods. The actual amount and timing of share repurchases are subject to capital availability, our determination that share repurchases are in the best interests of our shareholders, and market conditions. As of September 30, 2026, our total purchases under the 2022 Common Share Repurchase Authority totaled 355,511 shares for an aggregate consideration of $7.9 million. We are not obligated to make any common share repurchases.
We made no open market purchases of our common shares during the six months ended September 30, 2026.
12. Dividends
On May 7, 2026, we announced that our Board of Directors declared an irregular cash dividend of $1.00 per common share to all shareholders of record as of the close of business on May 18, 2026, totaling $42.8 million. We paid $42.6 million on May 28, 2026, with the remaining $0.2 million deferred until certain shares of restricted stock vest.
On July 16, 2026, we announced that our Board of Directors has declared an irregular cash dividend of $1.00 per common share to all shareholders of record as of the close of business on July 27, 2026, totaling $42.8 million. We paid $42.7 million on August 12, 2026, with the remaining $0.1 million deferred until certain shares of restricted stock vest.
On August 5, 2026, we paid $0.7 million of dividends that had been deferred until the vesting of certain restricted stock.
These were irregular dividends. All declarations of dividends are subject to the determination and discretion of our Board of Directors based on its consideration of various factors, including our results of operations, financial condition, level of indebtedness, anticipated capital requirements, contractual restrictions, restrictions in our debt agreements, restrictions under applicable law, our business prospects and other factors that our Board of Directors may deem relevant.
13. Stock-Based Compensation Plans
Our stock-based compensation expense is included within general and administrative expenses in the unaudited condensed consolidated statements of operations and was $5.8 million and $5.0 million for the three months ended September 30, 2026 and 2025, respectively, and $7.8 million and $6.7 million for the six months ended September 30, 2026 and 2025, respectively. Unrecognized compensation cost was $8.9 million as of September 30, 2026
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and will be recognized over a remaining weighted average life of 1.56 years. For more information on our equity incentive plan, refer to Note 14 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended March 31, 2026.
A summary of the activity of restricted shares and units awarded under our equity incentive plan as of September 30, 2026 and changes during the six months ended September 30, 2026, is as follows:
Weighted-Average
Grant-Date
Incentive Share/Unit Awards
Number of Shares/Units
Fair Value
Unvested as of April 1, 2026
291,221
32.81
Granted
238,324
43.05
Vested
(271,743)
36.55
Unvested as of September 30, 2026
257,802
38.33
The total fair value of restricted shares that vested during the six months ended September 30, 2026 totaled $11.7 million, calculated as the number of shares vested during the period multiplied by the market price of our common stock on the applicable vesting dates.
14. Revenues
Revenues comprise the following:
Net pool revenues—related party depend upon the net results of the Helios Pool, and the available days and pool points for each vessel, including 100% of net pool revenues—related party for our chartered-in vessel that participates in the framework agreement described in Note 10 above. Refer to Note 2 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended March 31, 2026.
Other revenues, net primarily represent claim reimbursements and income from charterers relating to reimbursement of voyage expenses, such as costs for war risk insurance and security guards.
15. Financial Instruments and Fair Value Disclosures
Our principal financial assets consist of cash and cash equivalents, investment securities, amounts due from related parties, derivative instruments, trade accounts receivable, prepaid expenses and other current assets. Our principal financial liabilities consist of long-term debt, accounts payable, amounts due to related parties, and accrued liabilities.
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The following table summarizes the location on the balance sheet of the financial assets and liabilities that are carried at fair value on a recurring basis, which comprise our financial derivatives, all of which are considered Level 2 items in accordance with the fair value hierarchy as of:
Derivatives not designated as hedging instruments
Interest rate swap agreements
The effect of derivative instruments within the unaudited interim condensed consolidated statements of operations for the periods presented is as follows:
Location of gain/(loss) recognized
Interest rate swaps—change in fair value
Interest rate swaps—realized gain
Gain/(loss) on derivatives, net
2,015,395
146,437
3,234,870
(497,975)
As of September 30, 2026 and March 31, 2026, no fair value measurements for assets or liabilities under Level 1 or Level 3 were recognized in the consolidated balance sheets with the exception of Level 1 items cash and cash equivalents, restricted cash, and investment securities. We did not have any other assets or liabilities measured at fair value on a non-recurring basis during the three and six months ended September 30, 2026 and 2025.
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The summary of gains and losses on our investment securities included in other gain/(loss), net as stated in our unaudited interim condensed consolidated statements of operations for the periods presented is as follows:
Unrealized gain on investment securities
420,702
552,725
632,857
555,759
We have long-term bank debt, the 2026 Debt Facility and Areion Facility, for which we believe the carrying value approximates fair value as the loans bear interest at variable interest rates based on SOFR, which is observable at commonly quoted intervals for the full terms of the loans, and hence are considered as a Level 2 item in accordance with the fair value hierarchy. We have long-term debt related to the Cratis Japanese Financing, Copernicus Japanese Financing, Chaparral Japanese Financing, Caravelle Japanese Financing, and Captain Markos Dual-Fuel Japanese Financing, (collectively, the “Japanese Financings”) that incur interest at a fixed rate. The Japanese Financings are considered Level 2 items in accordance with the fair value hierarchy and the fair value of each is based on a discounted cash flow analysis using current observable interest rates.
The following table summarizes the carrying value and estimated fair value of our fixed rate debt obligations as of:
Carrying Value
24,354,660
23,176,904
29,531,860
32,066,599
52,171,479
54,386,863
31,398,131
33,893,259
37,996,095
47,802,163
51,115,820
49,119,651
16. Earnings Per Share (“EPS”)
Basic EPS represents net income attributable to common shareholders divided by the weighted average number of common shares outstanding during the measurement period. Our restricted stock shares include rights to receive dividends that are subject to the risk of forfeiture if service requirements are not satisfied, thus these shares are not considered participating securities and are excluded from the basic weighted-average shares outstanding calculation. Diluted EPS represent net income attributable to common shareholders divided by the weighted average number of common shares outstanding during the measurement period while also giving effect to all potentially dilutive common shares that were outstanding during the period as computed using the treasury stock method.
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The calculations of basic and diluted EPS for the periods presented are as follows:
(In U.S. dollars except share data)
Numerator:
Denominator:
Basic weighted average number of common shares outstanding
Effect of dilutive restricted stock and restricted stock units
266,036
103,515
215,901
165,746
Diluted weighted average number of common shares outstanding
EPS:
There were no shares of unvested restricted stock excluded from the calculation of diluted EPS for the three and six months ended September 30, 2026 and 2025 because the effect of their inclusion would be anti-dilutive.
17. Commitments and Contingencies
Commitments under Newbuilding Contracts
On June 22, 2026, we entered into a shipbuilding contract for a newbuilding dual-fuel Panamax VLGC with a cargo carrying capacity of 90,000 cbm, which is expected to be delivered from HD Hyundai Heavy Industries Co. Ltd. in the third calendar quarter of 2029.
On August 31, 2026, we entered into three shipbuilding contracts to build three dual-fuel Panamax VLGCs with a cargo carrying capacity of 90,000 cbm each, which are expected to be delivered from Hanwha Ocean Co., LTD. in the second, third and fourth calendar quarters of 2030.
As of September 30, 2026, we had the following commitments related to the construction of the newbuildings:
33,813,000
148,595,000
214,149,000
396,557,000
Operating Leases
As of September 30, 2026, we had the following commitments as a lessee under operating leases relating to our Denmark office:
62,358
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Other
From time to time, we expect to be subject to legal proceedings and claims in the ordinary course of business, principally personal injury and property casualty claims. Such claims, even if lacking in merit, could result in the expenditure of significant financial and managerial resources. We are not aware of any claim that is reasonably possible and should be disclosed or probable and for which a provision should be established in the unaudited interim condensed consolidated financial statements. Also, if applicable, we record undiscounted receivables for probable loss recoveries from insurance or other parties. We are not aware of any material claim that is reasonably possible and should be disclosed in the unaudited interim condensed consolidated financial statements.
18. Subsequent Events
Sale of Vessels
On October 2, 2026 and October 13, 2026, respectively, we completed the sales of our 2007-built VLGC Captain John NP and 2015-built VLGC Clermont, receiving total vessel sale proceeds, net of commission, of $167.4 million. As of September 30, 2026, the carrying value of the two vessels totaled $78.8 million and the cumulative gain on sale of the vessels is expected to be approximately $88.6 million.
Repayment of Long-term Debt
On October 23, 2026, we repaid $16.0 million plus accrued interest related to the Clermont under the 2026 Debt Facility’s revolver.
Dividend
On October 30, 2026, we announced that our Board of Directors declared an irregular cash dividend of $1.25 per share of the Company’s common stock totaling $53.7 million. The dividend is payable on or about November 24, 2026 to all shareholders of record as of the close of business on November 9, 2026.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion contains forward-looking statements that involve risks and uncertainties. As a result of many factors, such as those set forth under “Item 1A. Risk Factors” herein and in our Annual Report on Form 10-K for the year ended March 31, 2026, our actual results may differ materially from those anticipated in these forward-looking statements. Please also see the section entitled “Forward-Looking Statements” included in this quarterly report.
Overview
We are a Marshall Islands corporation headquartered in the United States and primarily focused on owning and operating VLGCs, each with a cargo-carrying capacity of greater than 80,000 cbm, in the LPG shipping industry. Our founding executives have managed vessels in the LPG shipping market since 2002. Our fleet currently consists of twenty-two VLGC carriers, including one Dual-fuel VLGC/AC, one Dual-fuel ECO VLGC; fifteen ECO VLGCs; five time chartered-in VLGCs, of which three are Panamax size dual-fuel VLGCs, one is a time-chartered-in ECO VLGC and one is a chartered-in modern VLGC. The twenty-two VLGCs in our fleet, including the five time chartered-in vessels, as of October 30, 2026, have an aggregate carrying capacity of approximately 1.9 million cbm and an average age of 9.1 years. On June 22, 2026, we entered into a shipbuilding contract for a newbuilding dual-fuel Panamax VLGC with a cargo carrying capacity of 90,000 cbm, which is expected to be delivered from HD Hyundai Heavy Industries Co. Ltd. in the third calendar quarter of 2029. On August 31, 2026, we entered into three shipbuilding contracts to build three dual-fuel Panamax VLGCs with a cargo carrying capacity of 90,000 cbm each, which are expected to be delivered from Hanwha Ocean Co., LTD. in the second, third, and fourth calendar quarters of 2030.
Currently, thirteen of our ECO VLGCs, including one of our time chartered-in ECO-VLGCs, and our VLGC/AC, are fitted with exhaust gas cleaning systems (commonly referred to as “scrubbers”) to reduce sulfur emissions. Vessels fitted with scrubbers allow us to reduce our emissions and to burn less refined fuel, which is frequently cheaper than more refined, lower sulfur grades. When the cost of more refined fuel exceeds that of less refined fuel, we are typically able to earn a higher TCE for spot voyages and to potentially contract time charters at higher rates compared to vessels without scrubbers. Additionally, one of the chartered-in dual-fuel Panamax size VLGCs is equipped with a shaft generator, which generates additional electricity that can be used to reduce fuel consumption and carbon emissions.
On April 1, 2015, Dorian and MOL Energia began operations of the Helios Pool, which entered into pool participation agreements for the purpose of establishing and operating, as charterer, under a variable rate time charter to be entered into with owners or disponent owners of VLGCs, a commercial pool of VLGCs whereby revenues and expenses are shared. The vessels entered into the Helios Pool may operate either in the spot market, pursuant to contracts of affreightment, or COAs, or on shorter-term time charters. As of October 30, 2026, all twenty-two of our VLGCs were employed in the Helios Pool, including our five time chartered-in vessels.
Our customers, either directly or through the Helios Pool, include or have included global energy companies such as Exxon Mobil Corp., Chevron Corp., China International United Petroleum & Chemicals Co., Ltd., Royal Dutch Shell plc, Equinor ASA, Total S.A., and Sunoco LP, commodity traders such as Glencore plc, Itochu Corporation, Bayegan Group, Gunvor Group, and the Vitol Group and importers such as E1 Corp., Indian Oil Corporation, SK Gas Co. Ltd., and Astomos Energy Corporation, or subsidiaries of the foregoing.
We continue to pursue a balanced chartering strategy by employing our vessels on a mix of multi-year time charters, some of which may include a profit-sharing component, shorter-term time charters, spot market voyages and COAs. See “Our Fleet” below for more information and the definition of Pool-TCO.
Recent Developments
Our Fleet
The following table sets forth certain information regarding our fleet as of October 30, 2026:
Scrubber
Time
Capacity
ECO
Equipped
Charter-Out
(Cbm)
Shipyard
Year Built
Vessel(1)
and/or Dual-Fuel
Employment
Expiration(2)
Dorian VLGCs
Comet(4)
Hyundai
X
S
Pool-TCO(7)
Q2 2027
Corvette(4)
Pool(6)
Q2 2029
Q2 2030
Hanwha Ocean
Cratis(5)
Chaparral(5)
Q3 2027
Copernicus(5)
Commander(4)
Q1 2027
Caravelle(5)
Captain Markos(5)
Kawasaki
DF
Areion(3)
S/DF
1,353,000
Time chartered-in VLGCs
Future Diamond(8)
80,876
2020
HLS Citrine(9)
86,090
HLS Diamond(9)
Cristobal(10)
86,980
BW Tokyo(11)
83,271
Mitsubishi
2009
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Results of Operations – For the three months ended September 30, 2026 as compared to the three months ended September 30, 2025
The following table compares our revenues for the three months ended September 30:
Increase /
Percent
2025
(Decrease)
Change
100,185,502
83.1
%
(2,902,027)
(84.4)
97,283,475
78.4
Revenues, which represent net pool revenues—related party, and other revenues, net, were $221.3 million for the three months ended September 30, 2026, an increase of $97.2 million, or 78.4%, from $124.1 million for the three months ended September 30, 2025, primarily due to higher average TCE rates. TCE rates rose by $43,265 per available day from $53,725 for the three months ended September 30, 2025 to $96,990 for the three months ended September 30, 2026. The increase in TCE rates was primarily due to higher spot rates partially offset by higher bunker prices. The Baltic Exchange Liquid Petroleum Gas Index, an index published daily by the Baltic Exchange for the spot market rate for the benchmark Ras Tanura-Chiba route (expressed as U.S. dollars per metric ton), averaged $228.915 during the three months ended September 30, 2026 compared to an average of $81.320 during the three months ended September 30, 2025. The average price of very low sulfur fuel oil (expressed as U.S. dollars per metric ton) from Singapore and Fujairah increased from $505 during the three months ended September 30, 2025, to $826 during the three months ended September 30, 2026. Available days for our fleet slightly decreased from 2,290 for the three months ended September 30, 2025 to 2,272 for the three months ended September 30, 2026, mainly driven by a decrease in the number of vessels in our fleet, partially offset by a decrease in off-hire days due to drydocking.
Charter Hire Expenses
Charter hire expenses for the vessels chartered in from third parties were $18.2 million for the three months ended September 30, 2026 compared to $13.7 million for the three months ended September 30, 2025. The increase of $4.5 million, or 33.0%, was mainly driven by an increase in the average rate per time chartered-in day along with an increase in time chartered-in days from 461 for the three months ended September 30, 2025 to 498 for the three months ended September 30, 2026.
Vessel Operating Expenses
Vessel operating expenses were $18.3 million during the three months ended September 30, 2026, or $10,264 per vessel per calendar day, which is calculated by dividing vessel operating expenses by calendar days for the relevant time-
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period for the technically-managed vessels that were in our fleet and decreased by $2.4 million, or 11.6% from $20.7 million for the three months ended September 30, 2025. The decrease of $441 per vessel per calendar day, from $10,705 for the three months ended September 30, 2025 to $10,264 per vessel per calendar day for the three months ended September 30, 2026 was mainly due to a decrease of non-capitalizable drydock-related operating expenses. Excluding non-capitalizable drydock-related operating expenses, daily operating expenses increased by $799, or 8.4%, from $9,474 for the three months ended September 30, 2025 to $10,273 for the three months ended September 30, 2026, mainly as a result of increases in (i) crew wages and related costs and (ii) repairs and maintenance costs.
General and Administrative Expenses
General and administrative expenses were $14.0 million for the three months ended September 30, 2026, an increase of $2.0 million, or 16.8%, from $12.0 million for the three months ended September 30, 2025, driven by increases of (i) $0.8 million in bonuses, primarily resulting from the implementation of the Annual Cash Incentive Plan (the “ACIP”), which is recognized throughout the fiscal year, (ii) $0.8 million in stock-based compensation expense, (iii) $0.3 million in employee-related costs and benefits, and (iv) $0.1 million of other general and administrative expenses for the period ended September 30, 2026 when compared to the period ended September 30, 2025.
Interest and Finance Costs
Interest and finance costs amounted to $8.6 million for the three months ended September 30, 2026, an increase of $1.0 million, or 13.1%, from $7.6 million for the three months ended September 30, 2025. The increase of $1.0 million during this period was mainly attributable to (i) increases of $1.7 million in amortization of deferred financing fees and $0.2 million in loan expenses, both driven by the prepayment of debt, and (ii) a $0.6 million decrease in capitalized interest. These changes were partially offset by a reduction of $1.5 million in interest on our long-term debt resulting from reduced average indebtedness, excluding deferred financing fees, from $539.9 million for the three months ended September 30, 2025, to $486.2 million for the three months ended September 30, 2026.
Gain on Disposal of Vessels
Gain on disposal of vessels amounted to $63.6 million for the three months ended September 30, 2026 and was attributable to the sale of 2014-built VLGC Corsair and 2015-built VLGC Constellation. There was no gain on disposal of vessels for the three months ended September 30, 2025.
Interest Income
Interest income amounted to $4.5 million for the three months ended September 30, 2026, compared to $3.0 million for the three months ended September 30, 2025. The increase of $1.5 million is mainly attributable to an increase in average cash balances for the three months ended September 30, 2026 when compared to the three months ended September 30, 2025.
Unrealized Gain/(Loss) on Derivatives
Unrealized gain on derivatives amounted to $1.7 million for the three months ended September 30, 2026, compared to a loss of $0.4 million for the three months ended September 30, 2025. The $2.1 million difference is primarily attributable to changes in forward SOFR yield curves and changes in notional amounts.
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Results of Operations – For the six months ended September 30, 2026 as compared to the six months ended September 30, 2025
The following table compares our revenues for the six months ended September 30:
204,146,865
99.8
(3,190,508)
(83.8)
200,956,357
96.5
Revenues, which represent net pool revenues—related party, and other revenues, net, were $409.2 million for the six months ended September 30, 2026, an increase of $200.9 million, or 96.5%, from $208.3 million for the six months ended September 30, 2025, primarily due to higher average TCE rates and increased available days for our fleet. TCE rates rose by $38,969 per available day from $47,052 for the six months ended September 30, 2025 to $86,021 for the six months ended September 30, 2026, primarily due to higher spot rates, partially offset by higher bunker prices. The Baltic Exchange Liquid Petroleum Gas Index, an index published daily by the Baltic Exchange for the spot market rate for the benchmark Ras Tanura-Chiba route (expressed as U.S. dollars per metric ton), averaged $216.244 during the six months ended September 30, 2026 compared to an average of $72.693 during the six months ended September 30, 2025. The average price of very low sulfur fuel oil (expressed as U.S. dollars per metric ton) from Singapore and Fujairah increased from $508 during the six months ended September 30, 2025, to $842 during the six months ended September 30, 2026. Available days for our fleet increased from 4,376 the six months ended September 30, 2025 to 4,741 for the six months ended September 30, 2026, mainly driven by fewer off-hire days due to drydocking.
Charter hire expenses for the vessels chartered in from third parties were $40.9 million for the six months ended September 30, 2026 compared to $24.4 million for the six months ended September 30, 2025. The increase of $16.5 million, or 67.2%, was mainly driven by an increase in the average rate per time chartered-in day along with an increase in time chartered-in days from 831 for the six months ended September 30, 2025 to 1,044 for the six months ended September 30, 2026.
Vessel operating expenses were $38.4 million during the six months ended September 30, 2026, or $10,312 per vessel per calendar day, which is calculated by dividing vessel operating expenses by calendar days for the relevant time-period for the technically-managed vessels that were in our fleet and decreased by $4.2 million, or 9.8% from $42.6 million for the six months ended September 30, 2025. The decrease of $772 per vessel per calendar day, from $11,084 for the six months ended September 30, 2025 to $10,312 per vessel per calendar day for the six months ended September 30, 2026 was primarily the result of a decrease of $1,273 per vessel per calendar day of non-capitalizable drydock-related operating expenses. Excluding non-capitalizable drydock-related operating expenses, daily operating expenses increased by $501 from $9,789 for the six months ended September 30, 2025 to $10,290 for the six months ended September 30, 2026, mainly as a result of increases in (i) repairs and maintenance costs and (ii) crew wages and related costs.
General and administrative expenses were $27.5 million for the six months ended September 30, 2026, a decrease of $1.4 million, or 4.8%, from $28.9 million for the six months ended September 30, 2025. The decrease was primarily driven by a decrease of $3.7 million in cash bonuses, as a result in the timing of the recognition of discretionary cash bonuses in the six months ended September 30, 2025 compared to the six months ended September 30, 2026 and the implementation of the ACIP, which is recognized throughout the fiscal year. This was partially offset by increases of $1.1 million in stock-based compensation, $0.7 million in employee-related costs and benefits, and $0.5 million in other general and administrative expenses.
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Interest and finance costs amounted to $17.3 million for the six months ended September 30, 2026, an increase of $2.0 million, or 12.9%, from $15.3 million for the six months ended September 30, 2025. The increase of $2.0 million during this period was mainly attributable to (i) increases of $2.0 million in amortization of deferred financing fees and $0.9 million in loan expenses, both driven by the prepayment of debt, and (ii) a $1.1 million decrease in capitalized interest. These changes were partially offset by a reduction of $2.0 million in interest on our long-term debt resulting from a decrease in average indebtedness, excluding deferred financing fees, from $546.3 million for the six months ended September 30, 2025 to $511.9 million for the six months ended September 30, 2026.
Gain on disposal of vessels amounted to $93.7 million for the six months ended September 30, 2026 and was attributable to the sale of the 2014-built VLGC Corsair and 2015-built VLGCs Cobra and Constellation. There was no gain on disposal of vessels for the six months ended September 30, 2025.
Interest income amounted to $7.5 million for the six months ended September 30, 2026, compared to $5.8 million for the six months ended September 30, 2025. The increase of $1.7 million is mainly attributable to higher average cash balances for the six months ended September 30, 2026 when compared to the six months ended September 30, 2025.
Unrealized gain on derivatives amounted to $2.7 million for the six months ended September 30, 2026, compared to a $1.6 million loss for the six months ended September 30, 2025. The $4.3 million difference is primarily attributable to changes in forward SOFR yield curves and changes in notional amounts.
Operating Statistics and Reconciliation of GAAP to non-GAAP Measures and Metrics
To supplement our financial statements presented in accordance with U.S. GAAP, we present certain operating statistics and non-GAAP measures and metrics to assist in the evaluation of our business performance. These non-GAAP measures and metrics include Adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”) and time charter equivalent rate. These non-GAAP measures and metrics may not be comparable to similarly titled measures and metrics used by other companies and should not be considered in isolation or as a substitute for net income and revenues, which are the most directly comparable measures of performance prepared in accordance with U.S. GAAP.
(in U.S. dollars, except fleet data)
Financial Data
Adjusted EBITDA(1)
242,040,292
85,718,472
407,470,858
124,296,808
Fleet Data
Calendar days(2)
1,781
1,932
3,726
3,843
Time chartered-in days(3)
498
461
1,044
831
Available days(4)
2,272
2,290
4,741
4,376
Average Daily Results
Time charter equivalent rate(5)
96,990
53,725
86,021
47,052
Daily vessel operating expenses (6)
10,264
10,705
10,312
11,084
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Adjusted EBITDA has certain limitations in use and should not be considered an alternative to net income/(loss), operating income, cash flow from operating activities or any other measure of financial performance presented in accordance with U.S. GAAP. Adjusted EBITDA excludes some, but not all, items that affect net income/(loss). Adjusted EBITDA as presented below may not be computed consistently with similarly titled measures of other companies and, therefore, might not be comparable with other companies.
The following table sets forth a reconciliation of net income to Adjusted EBITDA (unaudited) for the periods presented:
8,590,975
7,599,108
17,286,308
15,313,905
Unrealized (gain) / loss on derivatives
(1,721,535)
381,658
Realized gain on interest rate swaps
(293,860)
(528,095)
(580,370)
(1,067,524)
Adjusted EBITDA
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The following table sets forth a reconciliation of revenues to TCE rate (unaudited) for the periods presented:
(in U.S. dollars, except available days)
(986,096)
(1,033,917)
(1,408,717)
(2,376,673)
Time charter equivalent
220,361,660
123,030,364
407,823,887
205,899,574
Pool adjustment*
(340,566)
895,366
Time charter equivalent excluding pool adjustment*
407,483,321
206,794,940
Available days
TCE rate:
Time charter equivalent rate
TCE rate excluding pool adjustment*
85,949
47,257
* Adjusted for the effects of reallocations of pool profits in accordance with the pool participation agreements primarily resulting from the actual speed and consumption performance of the vessels operating in the Helios Pool exceeding the originally estimated speed and consumption levels.
Liquidity and Capital Resources
Our business is capital intensive, and our future success depends on our ability to maintain a high-quality fleet. As of September 30, 2026, we had cash and cash equivalents of $578.8 million and restricted cash of $0.1 million.
Our primary source of capital during the six months ended September 30, 2026 were (i) $247.2 million from proceeds, net of commission and fees, of the sales of the 2014-built VLGC Corsair and the 2015-built VLGCs Cobra and Constellation, (ii) $235.4 million in cash generated from operations, and (iii) cash proceeds of $229.3 million from drawdown of the 2026 Debt Facility. As of September 30, 2026, the outstanding balance of our long-term debt, net of deferred financing fees of $7.4 million, was $477.3 million including $43.7 million of principal on our long-term debt scheduled to be repaid within the next twelve months.
Operating expenses, including expenses to maintain the quality of our vessels in order to comply with international shipping standards and environmental laws and regulations, the funding of working capital requirements, long-term debt repayments, financing costs, commitments, as described in Note 17 to our unaudited condensed consolidated financial statements, for the building of VLGCs, and drydocking represent our short-term, medium-term and long-term liquidity needs as of September 30, 2026. We anticipate satisfying our liquidity needs for at least the next twelve months with cash on hand, cash from operations, and, if needed, drawdowns on the revolving credit facility available under the 2026 Debt Facility. We may also seek additional liquidity through alternative sources of debt financings and/or through equity financings by way of private or public offerings. However, if these sources are insufficient to satisfy our short-term liquidity needs, or to satisfy our future medium-term or long-term liquidity needs, we may need to seek alternative sources of financing and/or modifications of our existing credit facility and financing arrangements. There is no assurance that we will be able to obtain any such financing or modifications to our existing credit facility and financing arrangements on terms acceptable to us, or at all.
On February 2, 2022, our Board of Directors authorized the repurchase of up to $100.0 million of our common shares. Under this authorization, when in force, purchases were and may be made at our discretion in the form of open market repurchase programs, privately negotiated transactions, accelerated share repurchase programs or a combination of these methods. The actual amount and timing of share repurchases are subject to capital availability, our determination that share repurchases are in the best interests of our shareholders, and market conditions. As of September 30, 2026, our
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total purchases under the 2022 Common Share Repurchase Authority totaled 355,511 shares for an aggregate consideration of $7.9 million. We are not obligated to make any common share repurchases.
On July 16, 2026, we announced that our Board of Directors has declared an irregular cash dividend of $1.00 per common share totaling $42.8 million. We paid $42.7 million on August 12, 2026, with the remaining $0.1 million deferred until certain shares of restricted stock vest.
These were irregular dividends. All declarations of dividends are subject to the determination and discretion of the Company’s Board of Directors based on its consideration of various factors, including the Company’s results of operations, financial condition, level of indebtedness, anticipated capital requirements, contractual restrictions, restrictions in its debt agreements, restrictions under applicable law, its business prospects and other factors that the Company’s Board of Directors may deem relevant. Our dividend policy will also impact our future liquidity position. Marshall Islands law generally prohibits the payment of dividends other than from surplus or while a company is insolvent or would be rendered insolvent by the payment of such a dividend.
Since March 31, 2026, we prepaid the following long-term debt:
Since March 31, 2026, we completed the following vessel sales:
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As part of our growth strategy, we will continue to consider strategic opportunities, including the acquisition or charter-in of additional vessels. We may choose to pursue such opportunities through internal growth, joint ventures, business acquisitions, or other transactions. We expect to finance the purchase price of any future acquisitions either through internally generated funds, public or private debt financings, public or private issuances of additional equity securities or a combination of these forms of financing.
Cash Flows
The following table summarizes our cash and cash equivalents provided by/(used in) operating, financing and investing activities for the six months ended September 30:
Operating Cash Flows. Net cash provided by operating activities for the six months ended September 30, 2026 was $235.4 million, compared to $47.2 million for the six months ended September 30, 2025. The $188.2 million increase in cash generated from operations was primarily driven by increased cash flows from operating profits (refer to Results of Operations – For the six months ended September 30, 2026 as compared to the six months ended September 30, 2025, for drivers of changes in revenues and expenses for the applicable periods), partially offset by changes in working capital, mainly from amounts due from the Helios Pool as distributions from the Helios Pool are impacted by the timing of the completion of voyages, spot market rates and bunker prices.
Net cash flow from operating activities depends upon our overall profitability, spot market rates for vessels employed on voyage charters and in the Helios Pool, charter rates agreed to for time charters, the timing and amount of payments for drydocking expenditures and unscheduled repairs and maintenance, fluctuations in working capital balances and bunker costs.
Investing Cash Flows. Net cash provided by investing activities was $189.9 million for the six months ended September 30, 2026 compared with net cash used in investing activities of $16.3 million for the six months ended September 30, 2025. For the six months ended September 30, 2026, net cash provided by investing activities was comprised of $247.2 million from proceeds, net of commission and fees, of the sales of the 2014-built VLGC Corsair and the 2015-built VLGCs Cobra and Constellation, partially offset by $57.3 million of payments for vessels under construction and other capital expenditures for vessels.
For the six months ended September 30, 2025, net cash used in investing activities was comprised of $16.3 million of payments for vessel under construction and other capital expenditures for vessels.
Financing Cash Flows. Net cash used in financing activities was $173.8 million for the six months ended September 30, 2026, compared with net cash used in financing activities of $79.7 million for the six months ended September 30, 2025. For the six months ended September 30, 2026, net cash used in financing activities consisted of (i)
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repayments of long-term debt of $310.3 million, (ii) dividend payments of $86.0 million, (iii) financing costs paid of $4.4 million, and (iv) repurchases of common stock of $2.4 million; partially offset by $229.3 million of proceeds from the 2026 Debt Facility.
For the six months ended September 30, 2025 net cash used in financing activities consisted of (i) dividend payments of $47.6 million; (ii) repayments of long-term debt of $27.4 million; and (iii) payments to repurchase common stock of $4.7 million.
Capital Expenditures. LPG maritime transportation is a capital‑intensive business, requiring significant investment to maintain an efficient fleet and to stay in regulatory compliance.
We are generally required to complete a special survey for a vessel once every five years. Drydocking of vessels occurs every five years unless an extension is granted by the classification society to seven and one-half years and the vessel is not older than 15 years of age. Intermediate surveys are performed every two and one-half years after every special survey. Drydocking each vessel takes approximately 20 to 35 days. We spend significant amounts for scheduled drydocking (including the cost of classification society surveys) for each of our vessels.
As our vessels age and our fleet expands, our drydocking expenses will increase. We estimate the current cash outlay for a VLGC special survey to be approximately $2.1 million to $2.3 million per vessel (excluding any capital improvements, such as scrubbers, ballast water management systems, energy saving devices, and performance improvement additions to the vessel that may be made during such drydockings) and the cost of an intermediate survey to be between $150,000 and $250,000 per vessel. Ongoing costs for compliance with environmental regulations are primarily included as part of our drydocking and classification society survey costs. In order to comply with current emissions regulations, we have installed scrubbers on thirteen of our vessels and have one chartered-in scrubber-equipped vessel, which allows us to burn heavy fuel oil. Our other non-dual fuel vessels currently consume compliant fuels on board (0.5% sulfur), which are readily available globally, but at a significantly higher cost. We also have one dual-fuel ECO VLGC/AC, one dual-fuel ECO VLGC and three chartered-in dual-fuel vessels that have the capability to burn LPG as fuel, which we believe provides an economic benefit over traditional fuel. Please see “Item 1A. Risk Factors—Risks Relating to Our Company— We may incur increasing costs for the drydocking, maintenance or replacement of our vessels as they age, and, as our vessels age, the risks associated with older vessels could adversely affect our ability to obtain profitable charters” in our Annual Report on Form 10-K for the year ended March 31, 2026.
On June 22, 2026, we entered into a shipbuilding contract for a newbuilding dual-fuel Panamax VLGC with a cargo carrying capacity of 90,000 cbm, which is expected to be delivered from HD Hyundai Heavy Industries Co., Ltd. in the third calendar quarter of 2029. On August 31, 2026, we entered into three shipbuilding contracts to build three dual-fuel Panamax VLGCs with a cargo carrying capacity of 90,000 cbm each, which are expected to be delivered from Hanwha Ocean Co., LTD. in the second, third and fourth calendar quarters of 2030. As of September 30, 2026 we had approximately $396.6 million of commitments under the newbuildings contracts outstanding that we expect to settle upon certain milestones during the construction of the vessels.
For information relating to our secured term loan facilities and Japanese financing arrangements, refer to Note 10 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended March 31, 2026 and Note 9 to our unaudited interim condensed consolidated financial statements for September 30, 2026 included herein.
Off-Balance Sheet Arrangements
We currently do not have any off‑balance sheet arrangements.
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Critical Accounting Estimates
The following is an update to the Critical Accounting Estimates set forth in “Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report on Form 10-K for the year ended March 31, 2026.
Impairment of long-lived assets. We review our vessels for impairment when events or circumstances indicate the carrying amount of the asset may not be recoverable. In addition, we compare independent appraisals to our carrying value for indicators of impairment to our vessels. When such indicators are present, an asset is tested for recoverability by comparing the estimate of future undiscounted net operating cash flows expected to be generated by the use of the asset over its remaining useful life and its eventual disposition to its carrying amount. An impairment charge is recognized if the carrying value is in excess of the estimated future undiscounted net operating cash flows. The impairment loss is measured based on the excess of the carrying amount over the fair market value of the asset. The new lower cost basis would result in a lower annual depreciation than before the impairment.
Our estimates of fair market value assume that our vessels are all in good and seaworthy condition without need for repair and if inspected would be certified in class without notations of any kind. Our estimates are based on information available from various industry sources, including:
As we obtain information from various industry and other sources, our estimates of fair market value are inherently uncertain. In addition, vessel values are highly volatile; as such, our estimates may not be indicative of the current or future fair market value of our vessels or prices that we could achieve if we were to sell them.
As of September 30, 2026, independent appraisals of our technically-managed VLGCs in our fleet had no indications of impairment on any of our VLGCs in accordance with ASC 360 Property, Plant, and Equipment. No impairment charges were recognized for the six months ended September 30, 2026 and 2025.
Recent Accounting Pronouncements
Refer to Note 2 to our unaudited interim condensed consolidated financial statements included herein for a discussion of recent accounting pronouncements.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
For additional discussion of our exposure to market risk, refer to “Item 7A. Quantitative and Qualitative Disclosures About Market Risk” included in our Annual Report on Form 10-K for the year ended March 31, 2026.
Interest Rate Risk
The LPG shipping industry is capital intensive, requiring significant amounts of investment. Much of this investment is provided in the form of long-term debt. Our 2026 Debt Facility and Areion Facility, as described in Note 9 to our unaudited interim condensed consolidated financial statements, currently contains interest rates that fluctuate with SOFR. We have one outstanding interest rate swap agreement. We have hedged $124.0 million of amortizing principal as of September 30, 2026 and thus increasing interest rates could adversely impact our future earnings due to additional interest expense on the unhedged portion of that debt. For the 12 months following September 30, 2026, a hypothetical increase or decrease of 20 basis points in the underlying SOFR rates would result in an increase or decrease of our interest expense on all of our non-hedged interest-bearing debt by $0.3 million assuming all other variables are held constant.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
An evaluation was performed under the supervision and with the participation of our management, including our Chief Executive Officer, or CEO, and Chief Financial Officer, or CFO, of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of September 30, 2026. Based on that evaluation, our CEO and CFO concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and is accumulated and communicated to our management, including our CEO and CFO, to allow timely decisions regarding required disclosure. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those internal control systems determined to be effective can provide only a level of reasonable assurance with respect to financial statement preparation and presentation.
Changes in Internal Control Over Financial Reporting
There have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) during the six months ended September 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II — OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
From time to time, we expect to be subject to legal proceedings and claims in the ordinary course of business, principally personal injury and property casualty claims. Such claims, even if lacking in merit, could result in the expenditure of significant financial and managerial resources. We are not aware of any claim that is reasonably possible and should be disclosed or probable and for which a provision should be established in the accompanying unaudited interim condensed consolidated financial statements.
ITEM 1A. RISK FACTORS
Our operations and financial results are subject to various risks and uncertainties that could adversely affect our business, financial condition, results of operations, cash flows, and the trading price of our common shares. The following is an update to the risk factors that may cause actual results to differ materially from those anticipated as set forth in “Item 1A. Risk Factors” of our Annual Report on Form 10-K for the year ended March 31, 2026.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Issuer Purchases of Equity Securities
The table below sets forth information regarding our purchases of our common shares during the quarterly period ended September 30, 2026:
Shares
Purchased as
Part of
Maximum Dollar
Publicly
Value of Shares
Number
Average
Announced
that May Yet Be
of Shares
Price Paid
Plans or
Purchased Under the
Period
Purchased
Per Share
Programs
Plan or Programs
July 1 to July 31, 2026
92,112,945
August 1 to August 31, 2026
56,534
September 1 to September 30, 2026
Purchases of our common shares during the quarterly period ended September 30, 2026 represent common shares reacquired in satisfaction of tax withholding obligations upon vesting of employee restricted equity awards.
ITEM 5. OTHER INFORMATION
ITEM 6. EXHIBITS
See accompanying Exhibit Index for a list of exhibits filed or furnished with this report.
Exhibit Number
10.1
Agreement, dated September 2, 2026, among Dorian LPF Finance LLC as borrower, the Company as facility guarantor, certain wholly-owned subsidiaries of the Company as upstream guarantors, Nordea Bank Abp, New York Branch, Skandinaviska Enskilda Banken AB (publ), Crédit Agricole Corporate and Investment Bank, BNP Paribas, Danish Ship Finance A/S, DNB Carnegie, Inc., ING Capital LLC and Oversea-Chinese Banking Corporation Limited, as mandated lead arrangers and bookrunners, Nordea Bank Abp, New York Branch as agent and security trustee, Crédit Agricole Corporate and Investment Bank as sustainability coordinator, and Nordea Bank Abp, New York Branch, Skandinaviska Enskilda Banken AB (publ), Crédit Agricole Corporate and Investment Bank, BNP Paribas, Danish Ship Finance A/S, DNB Capital LLC, ING Capital LLC and Oversea-Chinese Banking Corporation Limited, as lenders.
31.1
Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2
Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1†
Certifications of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2†
Certifications of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS
Inline XBRL Document
101.SCH
Inline XBRL Taxonomy Extension Schema
101.CAL
Inline XBRL Taxonomy Extension Schema Calculation Linkbase
101.DEF
Inline XBRL Taxonomy Extension Schema Definition Linkbase
101.LAB
Inline XBRL Taxonomy Extension Schema Label Linkbase
101.PRE
Inline XBRL Taxonomy Extension Schema Presentation Linkbase
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in exhibit 101)
†
This certification is deemed not filed for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended.
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
(Registrant)
Date: November 4, 2026
/s/ John C. Hadjipateras
John C. Hadjipateras
President and Chief Executive Officer
(Principal Executive Officer)
/s/ Theodore B. Young
Theodore B. Young
Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)