LPG 10-K & 10-Q changes, risk factors and insider trading

Currently, all twenty-fivetwenty-seven vessels from our fleet, including our foursix time chartered-in vessels, operate in the Helios Pool, which employs vessels on short-term time charters, COAs, or in the spot market, the latter of which exposes us to fluctuations in spot market charter rates. We also employCurrently, none of our VLGCs are employed on a fixed time charter outside of the Helios Pool.Pool, but we have done so in the past. As these fixed time charters expire,expired, we mayemployed employ thesethe vessels in the spotHelios market.Pool.

The spot charter market may fluctuate significantly based upon LPG and LPG vessel supply and demand.demand and future vessel capacity. This supply-demand relationship largely depends on a number of factors outside of our control. The LPG charter market is connected to world LPG prices and energy markets, which we cannot predict. A substantial or extended decline in demand for LPG could materially adversely affect our ability to re-charter its vessels at acceptable rates or to acquire and profitably operate new vessels. The successful operation of our vessels in the competitive and highly volatile spot charter market depends on, among other things, obtaining profitable spot charters and minimizing, to the extent possible, time spent waiting for charters and time spent traveling in ballast to pick up cargo. The spot market is very volatile and there have been and will be periods when spot charter rates decline below the operating cost of vessels. If future spot charter rates decline, we may be unable to operate our vessels trading in the spot market profitably, meet our obligations, including payments on indebtedness, or pay any dividends in the future. Furthermore, as charter rates for spot charters are fixed for a single voyage which may last up to several weeks, during periods in which spot charter rates are rising, we will generally experience delays in realizing the benefits from such increases. If spot charter rates decline in the future, then we may not be able to profitably operate our vessels trading in the spot market or participating in the Helios Pool;Pool, meet our obligations, including payments on indebtedness;indebtedness, or pay dividends.

Further, although fixed timed charters generally provide reliable revenues, it also limits the portion of our fleet available for spot market voyages during an upswing in the market, when spot market voyages might be more profitable. Conversely, when the current charter for a vessel in our fleet on a fixed time charter expires (or if such charter is terminated early), we may not be able to re-charter this vessel at similar or higher rates, or at all. As a result, we may have to accept lower rates or experience off hireoff-hire time for our vessels, which would adversely impact our revenues, results of operations and financial condition.

As of May 23,22, 2025,2026, all twenty-fivetwenty-seven of our vessels, including our foursix time chartered-in vessels, are operating within the Helios Pool, which employs vessels on short-term time charters, COAs, or in the spot market. None of our vessels are currently on fixed time charter outside of the Helios Pool. We cannot assure you that we will be successful in finding employment for our vessels in the spot market, on time charters or otherwise, or that any employment will be at profitable rates. Moreover, as vessels entered into the Helios Pool are commercially managed by our wholly-owned subsidiary and MOL Energia, we also cannot assure you that we or they will be successful in finding employment for the vessels in the Helios Pool or that any employment will be profitable. Any inability to locate suitable employment for our vessels or the vessels in the Helios Pool could affect our general financial condition, results of operation and cash flow as well as the availability of financing.

For the year ended March 31, 2025,2026, the Helios Pool accounted for 97%99% of our total revenues. No other individual charterer accounted for more than 10%. Within the Helios Pool, oneno individual charterer represented more than 10% of net pool revenues—related party for the year ended March 31, 2025.2026. We expect that a material portion of our revenues will continue to be derived from a limited number of customers. The ability of each of our customers to perform their obligations under a contract with us will depend on a number of factors that are beyond our control. Should the aforementioned customers fail to honor their obligations under agreements with us or the Helios Pool, we could sustain material losses that could have a material adverse effect on our business, financial condition, results of operations and cash flows.

In June 2016, the expansion of the Panama Canal, or the Canal, was completed. The new locks allow the Canal to accommodate significantly larger vessels, including VLGCs, which we operate. Since the completion of the Canal, transit from the United States Gulf to Asia, an important trade route for our customers, has been shortened by approximately 15 days compared to transiting via the Cape of Good Hope. According to industry sources, over 90% of the US-to-Asia LPG voyages had switched to the Canal by November 2016 and the majority of USA-to-Asia LPG voyages continue to utilize the Panama Canal as of the date of this Annual Report. With increased traffic, the toll has been increased over time. The Panama Canal Authorities decreed that the slots for transit by VLGCs could only be reserved up to 14 days in advance of a proposed transit. This change has resulted in longer wait times and resalesperiods of slotshigh amongauction VLGCprices operatorsto atreserve significantly higher rates than those charged by the Panama Canal Authority.transits. These restrictions have added waiting time to transits, which is typically not paid for by charterers. In April 2022 theThe Panama Canal Authority proposedhas aperiodically comprehensive restructuring ofrestructured its toll structure, which would increaseincreased rates charged on cargo,tonnage for different vessel classes, including the LPGVLGCs that crossescross the waterway, resultresulting in increased rates or additional waiting time for our VLGCs to cross the Canal. Such factors aremay not generallybe reflected in charter rates. This proposal was approved in July 2022 and its phase-in period was from January 2023 to January 2025. Our vessels and voyages could be impacted as phase-inwith continues,additional rate changes, which could have an adverse effect on our results of operations and cash flows. Our latest three long-term time chartered-in dual-fuel ECO VLGCs are Panamax vessels and can transit the old Panama Canal locks, which are not currently affected by the toll restructuring referenced above. In addition, the Panama Canal suffered drought conditions during parts of calendar 2023. These conditions resulted in increased freight rates during parts of 2023, and while those conditions moderated during the first calendar quarter of 2024, resulting in lower rates, future drought or other conditions impacting the Panama Canal could have an adverse impact on our financial condition and results of operations.

Our credit facility and severalTwo of our Japanesecredit financing arrangementsfacilities bear interest at variable rates and we anticipate that any future credit facilities will also bear interest at variable rates. Increases in prevailing rates could increase the amounts that we would have to pay to our lenders or financing counterparties, even though the outstanding principal amount remains the same, and our net income and available cash flows would decrease as a result.

Our debt agreement and financing arrangements contain, and any future debt agreements or financing arrangements are expected to contain, customary covenants and event of default clauses, including cross-default provisions that may be triggered by a default under one of our other contracts or agreements and restrictive covenants and performance requirements, which may affect operational and financial flexibility. Such restrictions could affect, and in many respects limit or prohibit, among other things, our ability to pay dividends or repurchase stock, incur additional indebtedness, create liens, sell assets, or engage in mergers or acquisitions. These restrictions could limit our ability to plan for or react to market conditions or meet extraordinary capital needs or otherwise restrict corporate activities. There can be no assurance that such restrictions will not adversely affect the (i) 2023 A&R Debt Facility; or(ii) the debt facility that we entered into in December 2021 with Banc of America Leasing & Capital, LLC, Pacific Western Bank, Raymond James Bank, a Florida chartered bank and City National Bank of Florida, as lenders (“BALCAP Facility”); and (iii) the debt facility that we entered into in March 2026 with Citibank N.A., (Hong Kong branch) (“Citi”), supported by export insurance provided by the Korea Trade Insurance Corporation (“K-sure”), and Nordea Bank Abp (New York branch) (“Nordea”) (the "Areion Facility");all of which are secured by,by certain of our vessels, among other things, two of our VLGCs,and require us to maintain specified financial ratios and satisfy financial covenants.

As of March 31, 2025,2026, we were in compliance with the financial and other covenants contained in theeach 2023of A&Rour Debtdebt Facility and the BALCAP Facility.facilities. As of May 23,22, 2025,2026, approximately $185.0$148.5 million remains outstanding under the 2023 A&R Debt FacilityFacility, and approximately $57.6$49.2 million remains outstanding under the BALCAP Facility, and $62.9 million under remains outstanding under the Areion Facility.

TheOur 2023bank A&Rdebt Debtfacilities Facility conditionscondition payments of dividends by us to our shareholders and by our subsidiaries to us on the absence of an event of default and such payments not creating an event of default.

Our ability to obtain additional debt financing may be dependent on the performance of our then existing charters and the creditworthiness of our charterers. The actual or perceived credit quality of our charterers, and any defaults by them, may materially affect our ability to obtain the additional capital resources that we will require to purchase additional vessels or may significantly increase our costs of obtaining such capital. Our inability to obtain additional financing at all, or our ability to do so only at a higher than anticipated cost, may materially affect our results of operations and our ability to implement our business strategy. A failure by us to meet our payment and other obligations, including our financial and value to loan covenants, could lead to defaults under our current or future secured loan agreements. In addition, a default under one of our current or future credit facilities could result in the cross-acceleration of our other indebtedness. Our lenders could then accelerate our indebtedness and foreclose on our fleet.

The 2023 A&R Debt FacilityFacility, BALCAP Facility, and BALCAPAreion Facility, which are secured by, among other things, liens on the vessels in our fleet contain various financial covenants, including requirements relating to our financial condition, financial performance and liquidity. For example, we are required to maintain a minimum ratio of the market value of the vessels securing a loan to the principal amount outstanding under such loan. The market value of LPG carriers is sensitive to, among other things, changes in the LPG carrier charter markets, with vessel values deteriorating when LPG carrier charter rates are anticipated to fall and improving when charter rates are anticipated to rise. LPG vessel values remain subject to significant fluctuations. A decline in the fair market values of our vessels could result in us not being in compliance with certain of these loan covenants. Furthermore, if the value of our vessels deteriorates and our estimated future cash flows decrease, we may have to record an impairment adjustment in our financial statements or we may be unable to enter into future financing arrangements acceptable to us or at all, which would adversely affect our financial results and further hinder our ability to raise capital.

If we are unable to comply with any of the restrictions and covenants in our 2023 A&R Debt FacilityFacility, Areion Facility, and BALCAP Facility, financing arrangements, or in future debt financing agreements, and we are unable to obtain a waiver or amendment from our lenders or counterparties for such noncompliance, a default could occur under the terms of those agreements. Our ability to comply with these restrictions and covenants, including meeting financial ratios and tests, is dependent on our future performance and may be affected by events beyond our control. If a default occurs under these agreements, lenders could terminate their commitments to lend or in some circumstances accelerate the outstanding loans and declare all amounts borrowed due and payable. Our vessels serve as security under our debt agreement. If our lenders were to foreclose with respect to their liens on our vessels in the event of a default, such foreclosure could impair our ability to continue our operations. In addition, our current debt agreement contains, and future debt agreements are expected to contain, cross-default provisions, meaning that if we are in default under certain of our current or future debt obligations, amounts outstanding under our current or other future debt agreements may also be in default, accelerated and become due and payable. If any of these events occur, we cannot guarantee that our assets will be sufficient to repay in full all of our outstanding indebtedness, and we may be unable to find alternative financing. Even if we could obtain alternative financing, that financing might not be on terms that are favorable or acceptable to us. In addition, if we find it necessary to sell our vessels at a time when vessel prices are low, we will recognize losses and a reduction in our earnings, which could affect our ability to raise additional capital necessary for us to comply with our debt agreement.

Our financial condition could be materially adversely affected at any time that we have not entered into interest rate hedging arrangements to hedge our exposure to the interest rates applicable to our credit facilities and any other financing arrangements we may enter into in the future. We have entered into and may selectively in the future enter into derivative contracts to hedge our overall exposure to interest rate risk related to our credit facility. Entering into swaps and derivatives transactions is inherently risky and presents various possibilities for incurring significant expenses. The derivatives strategies that we employ currently and, in the future, may not be successful or effective, and we could, as a result, incur substantial additional interest costs or losses. As of May 23,22, 2025,2026, $37.0$79.4 million of our total debt of $552.4$544.4 million, or 6.7%,14.6%, is unhedged or unfixed and a significant change in Secured Overnight Financing Rate (“SOFR”) could materially adversely affect our financial condition, although we note that a theoretical 20 basis point increase or decrease in SOFR would only result in a $0.1$0.2 million difference over the next 12 months.

The expansion of our fleet, through our investmentfleet in the VLGC/AC or otherwise in the future,future may impose significant additional responsibilities on our management and staff, including the management and staff of our in-house commercial and technical managers, and may necessitate that we increase the number of our personnel. Further, there is the risk that we may fail to successfully and timely integrate the operations or management of any acquired businesses or assets and the risk of diverting management's attention from existing operations or other priorities. If we fail to consummate and integrate our acquisitions in a timely and cost-effective manner, our financial condition, results of operations and ability to pay dividends, if any, to our shareholders could be adversely affected. Moreover, we cannot predict the effect, if any, that any announcement or consummation of an acquisition would have on the trading price of our common shares.

Additionally, obtaining voyage and time charters with leading industry participants depends on a number of factors, including the ability to man vessels with suitably experienced, high-quality masters, officers and crew. In recent years, due to an increase in the size of the global shipping fleet, the limited supply of and increased demand for well-qualified crew has created upward pressure on crewing costs, which we generally bear under our time and spot charters. Increases in crew costs may adversely affect our profitability. In addition, ifIf we cannot retain sufficient numbers of quality on-board seafaring personnel, the availability of our fleet could decrease, which could have a material adverse effect on our business, results of operations, cash flows and financial condition.

We procure insurance for our fleet against risks commonly insured by vessel owners and operators. Our current insurance includes, but is not limited to, hull and machinery insurance, war risk insurance, and protection and indemnity, or P&I, insurance, which includes environmental damage and pollution insurance. Despite these policies, we may not be able to obtain adequate insurance coverage at acceptable rates in the future during adverse insurance market conditions. For example, more stringent environmental regulations have led in the past to increased costs for, and in the future may result in the lack of availability of insurance against risks of environmental damage or pollution. A marine disaster could exceed our insurance coverage, which could harm our business, financial condition and operating results. Even if our insurance coverage is adequate to cover our losses, we may not be able to timely obtain a replacement vessel in the event of a loss. Additionally, our insurers may refuse to pay particular claims, and our insurance may be voidable by the insurers if we take, or fail to take, certain action, such as failing to maintain certification of our vessels with applicable maritime regulatory organizations. Any uninsured or underinsured loss could harm our business and financial condition. In addition, our insurance may be voidable by the insurers as a result of certain of our actions, such as our vessels failing to maintain certification with applicable maritime self-regulatory organizations even when such failure is not caused intentionally or by negligence, but, for example, due to computer error or external manipulation.

In addition, although almost all of our vessels were built within the past fifteen years, we estimate that our vessels have a useful life of 25 years. In general, the costs of maintaining a vessel in good operating condition increase with the age of the vessel. Older vessels are typically less fuel-efficient than more recently constructed vessels due to improvements in engine technology. Cargo insurance rates increase with the age of a vessel, making older vessels less desirable to charterers. Governmental regulations, including environmental regulations, safety or other equipment standards related to the age of vessels may require expenditures for alterations, or the addition of new equipment, to our vessels and may restrict the type of activities in which our vessels may engage. As our vessels age, market conditions might not justify those expenditures or enable us to operate our vessels profitably during the remainder of their useful lives.

We may acquire secondhand vessels in the future, and while we rigorously inspect previously owned or secondhand vessels prior to purchase, that inspection does not provide us with the same knowledge about their condition and cost of any required (or anticipated) repairs that we would have had if these vessels had been built for and operated exclusively by us. A secondhand vessel may also have conditions or defects that we were not aware of when we bought the vessel and which may require us to incur costly repairs to the vessel. These repairs may require us to put a vessel into drydock, which would reduce our fleet availability and increase our operating costs. If a hidden defect or problem is not detected, it may result in accidents or other incidents for which we may become liable to third parties. The market prices of secondhand vessels also tend to fluctuate with changes in charter rates and the cost of newbuild vessels, and if we sell the vessels, the sales prices may not equal and could be less than their carrying values at that time. Therefore, our future operating results could be negatively affected if our secondhand vessels do not perform as we expect.

Whether we will be treated as a PFIC for our taxable year ended March 31, 20252026 and subsequent taxable years will depend upon the nature and extent of our operations. In this regard, we intend to treat the gross income we derive from our voyage and time chartering activities as services income, rather than rental income. Accordingly, such income should not constitute passive income, and the assets that we own and operate in connection with the production of such income, in particular, our vessels, should not constitute passive assets for purposes of determining whether we are a PFIC. There is substantial legal authority supporting this position consisting of case law and the United States Internal Revenue Service, or the IRS,IRS pronouncements concerning the characterization of income derived from time charters as services income for other tax purposes. However, there is also authority which characterizes time charter income as rental income rather than services income for other tax purposes. Accordingly, no assurance can be given that the IRS or a court of law will accept this position, and there is a risk that the IRS or a court of law could determine that we are a PFIC. In addition, although we intend to conduct our affairs in a manner to avoid being classified as a PFIC with respect to any taxable year, we cannot assure you that the nature of our operations will not change in the future.

Seaborne trading and distribution patterns are primarily influenced by the relative advantage of the various sources of production, locations of consumption, pricing differentials and seasonality.seasonality, and, more recently, government sanctions. Changes to the trade patterns of LPG may have a significant negative or positive impact on the demand for our vessels. This could have a material adverse effect on our future performance, results of operations, cash flows and financial position.

These regulations include, but are not limited to US-OPA 90, which establishes an extensive regulatory and liability regime for the protection and cleanup of the environment from oil spills and applies to any discharges of oil from a vessel, including discharges of fuel oil and lubricants, the CAA, the CWA, and requirements of the USCG and the EPA, and the MTSA, and regulations of the IMO, including MARPOL, the Bunker Convention, the IMO International Convention of Load Lines of 1966, as from time to time amended, and the SOLAS Convention. To comply with these and other regulations we may be required to incur additional costs to modify our vessels, meet new operating maintenance and inspection requirements, develop contingency plans for potential spills, and obtain insurance coverage. We are also required by various governmental and quasi-governmental agencies to obtain permits, licenses, certificates and financial assurances with respect to our corporate and ships’ operations. These permits, licenses, certificates and financial assurances may be issued or renewed with terms that could materially and adversely affect our operations. Because these laws and regulations are often revised, we cannot predict the ultimate cost of complying with them or the impact they may have on the resale prices or useful lives of our vessels. However, a failure to comply with applicable laws and regulations may result in administrative and civil penalties, criminal sanctions or the suspension or termination of our operations. Additional laws and regulations may be adopted which could limit our ability to do business or increase the cost of our doing business and which could materially adversely affect our operations. For example, a serious future serious incident, such as the April 2010 Deepwater Horizon oil spill in the Gulf of Mexico, may result in new regulatory initiatives.

For example, on July 7, 2023, at the IMO’s Marine Environmental Protection Committee’s (“MEPC”) 80th session, the MEPC adopted the 2023 IMO Strategy on Reduction of GHG Emissions from Ships, which, in part, includes (A) enhanced targets to reach net-zero GHG emissions close to 2050; (B) a targeted uptake in use of zero or near-zero GHG emissions technologies and fuels to represent at least 5% (striving for 10%) of the energy used by international shipping by 2030; and (C) indicative check-points to reach net-zero GHG emissions from international shipping, with targets to reduce the total annual GHG emissions from international shipping by (i) at least 20% (striving for 30%) by 2030, as compared to 2008 levels and (i) at least 70% (striving for 80%) by 2040, as compared to 2008 levels. These regulations may cause us to incur additional substantial expenses in the future and therefore could impact the cost of our operations and adversely affect our business.

Increasing scrutiny and changing expectations from investors, lenders and other market participants with respect to our Environmental, Social and GovernanceESG policies may impose additional costs on us or expose us to additional risks.

We may face increasing pressures from investors, lenders and other market participants, who are increasingly focused on climate change, to prioritize sustainable energy practices, reduce our carbon footprint and promote sustainability. As a result, we may be required to implement more stringent ESG procedures or standards so that our existing and future investors and lenders remain invested in us and make further investments in us, especially given the highly focused and specific trade of LPG transportation in which we are engaged. Such ESG corporate transformation calls for an increased resource allocation to serve the necessary changes in that sector, increasing costs and capital expenditure. If we do not meet these standards, our business and/or our ability to access capital could be harmed. In connection with the 2023 A&R Debt Facility and the Aerion Facility, the margin applicable to certain newthese facilities (the “New Facilities”) may be adjusted by up to ten (10)five basis points (upwards or downwards) per annum for changes in the average efficiency ratio (“AER”) (which weighs carbon emissions for a voyage against the design deadweight of a vessel and the distance travelled on such voyage) for the vessels in our fleet that are owned or technically managed pursuant to a bareboat charter.

The global economy remains subject to downside risks, including substantial sovereign debt burdens in countries throughout the world, continuing turmoil and hostilities in Venezuela, the Middle East, Ukraine and other geographic areas and the refugee crisis in Europe and the Middle East. There has historically been a strong link between the development of the world economy and demand for LPG shipping. Accordingly, an extended negative outlook for the world economy could reduce the overall demand for our services. More specifically, LPG is used as a feedstock in cyclical businesses, such as the manufacturing of plastics and in the petrochemical industry, which can be adversely affected by an economic downturn and, accordingly, continued weakness and any further reduction in demand in those industries could adversely affect the LPG shipping industry. In particular, an adverse change in economic conditions affecting China, India, Japan or Southeast Asia generally could have a negative effect on the demand for LPG, thereby adversely affecting our business, financial position and results of operations, as well as our future prospects. Additionally, Brexit, or similar events in other jurisdictions, could impact global markets, including foreign exchange and securities markets; any resulting changes in currency exchange rates, tariffs, treaties and other regulatory matters could in turn adversely impact our business and operations. During April 2025, China imposed tariffs on US sourced goods, including propane and butane.

The global economy faces a number of challenges, including the effects of volatile oil prices, trade tensions between the United States and China, continuing turmoil and hostilities in the Middle East, the Korean Peninsula, North Africa, Venezuela, and other geographic areas and countries, including the recent conflictswar between Russia and Ukraine and Israelthe recent conflict between the U.S. and Hamas,Israel with Iran, continuing threat of terrorist attacks around the world, continuing instability and conflicts and other recent occurrences in the Middle East and in other geographic areas and countries, continuing economic weakness in the European Union, or the E.U.,EU, and stabilizing growth in China. The demand for energy, including oil and gas may be negatively affected by global economic conditions.

Our customers have a high and increasing focus on quality and compliance standards with their suppliers across the entire supply chain, including the shipping and transportation segment. Our continued compliance with these standards and quality requirements is vital for our operations. The charter hire rates and the value and operational life of a vessel are determined by a number of factors including the vessel's efficiency, operational flexibility and physical life. Efficiency includes speed, fuel type and economy and the ability to load and discharge cargo quickly. Flexibility includes the ability to enter harbors, utilize related docking facilities and pass through canals and straits. The length of a vessel's physical life is related to its original design and construction, its maintenance and the impact of the stress of operations. We believe that our fleet is among the youngest and most eco-friendly fleet of all our competitors. However, if new LPG carriers are built that are more efficient and environmentally friendly or more flexible or have longer physical lives than our vessels, competition from these more technologically advanced vessels could adversely affect the amount of charter hire payments we receive for our vessels and the resale value of our vessels could significantly decrease. Similarly, if the vessels of the other participants in the Helios Pool fleet become outdated, the amount of charter hire payments to the Helios Pool may be adversely affected. As a result of the foregoing, our results of operations and financial condition could be adversely affected.

Furthermore, fuel may become significantly more expensive in the future, which may reduce our profitability and adversely affect the competitiveness of our business compared to other forms of transportation and reduce our profitability. Effective January 1, 2020, the IMO, under the International Convention for Prevention of Pollution from Ships (“MARPOL”) Annex VI, implemented a new regulation for a 0.50% global sulfur cap on emissions from vessels that are not equipped with sulfur oxide (“SOx”) exhaust gas cleaning systems (“scrubbers”) (the “IMO 2020 Regulations”). Under this global cap, vessels must use marine fuels with a sulfur content of no more than 0.50% against the former regulations specifying a maximum of 3.50% sulfur in an effort to reduce the emission of sulfur oxide into the atmosphere. Currently, fourteensixteen of our technically managed vessels are equipped with scrubbers and, since January 1, 2020, we have transitioned to burning IMO compliant fuels for our non-scrubber equipped vessels. However, since the implementation of the IMO 2020 Regulations, scrubber-equipped vessels have been permitted to consume high-sulfur fuels instead of low-sulfur fuels. A decrease in the difference in the costs between low-sulfur fuel and high-sulfur fuel or unavailability of high-sulfur fuel at ports on certain trading routes, may cause us to fail to recognize benefits of operating scrubbers.

As a result of the armed conflict between Russia and Ukraine and Israelthe conflict of the U.S. and Hamas,Israel with Iran, the United States,U.S., EU and United Kingdom, together with numerous other countries, have imposed significant sanctions, which may adversely affect our ability to operate in such regions and also restrict parties whose cargo our vessels may carry. Sanctions against Russia have also placed significant prohibitions on the maritime transportation of seaborne Russian oil, the importation of certain Russian energy products and other goods, and new investments in the Russian Federation. These sanctions, or other restrictions imposed by the private sector as a result of sanctions enacted by governmental authorities, further limit the scope of permissible operations and cargo we may carry.

The hull and machinery of every commercial vessel must be classed by a classification society authorized by its country of registry. The classification society certifies that a vessel is safe and seaworthy in accordance with the applicable rules and regulations of thethat countryclassification of registry of the vesselsociety and SOLAS. Most insurance underwriters make it a condition for insurance coverage and lending that a vessel be certified “in class” by a classification society which is a member of the International Association of Classification Societies, or the IACS. The IACS has adopted harmonized Common Structural Rules, or “the Rules,” which apply to oil tankers and bulk carriers contracted for construction on or after July 1, 2015. The Rules attempt to create a level of consistency between IACS Societies. Our technically managed VLGCs are currently classed with either Lloyd's Register, ABS or Det Norske Veritas.

The operation of an ocean-going vessel carries inherent risks. Our vessels and their cargoes are at risk of being damaged or lost because of events such as marine disasters, bad weather, mechanical failures, grounding, fire, explosions, collisions, human error, war, terrorism, piracy, cargo loss, latent defects, acts of nature and other circumstances or events. Changing economic, regulatory and political conditions in some countries, including political and military conflicts, have from time to time resulted in attacks on vessels, mining of waterways, piracy, terrorism, labor strikes and boycotts. Damage to the environment could also result from our operations, particularly through spillage of fuel, lubricants or other chemicals and substances used in operations, or extensive uncontrolled fires. These hazards may result in death or injury to persons, loss of revenues or property, environmental damage, higher insurance rates, damage to our reputation and customer relationships, market disruptions, delay or rerouting, any of which may also subject us to litigation. As a result, we could be exposed to substantial liabilities not recoverable under our insurances. Further, the involvement of our vessels in a serious accident could harm our reputation as a safe and reliable vessel operator and lead to a loss of business.

In the past, political conflicts have resulted in attacks on vessels or other petroleum-related infrastructures, mining of waterways and other efforts to disrupt shipping, particularly in the Arabian Gulf region, in the Black Sea in connection with the conflict between Russia and Ukraine, and in the Red Sea in connection with the conflict between Israel and Hamas. Continuing conflicts, instability and other recent developments in the Middle East and elsewhere may lead to additional acts of terrorism or armed conflict around the world, and our vessels may face higher risks of being attacked or detained, or shipping routes transited by our vessels, such as the Strait of Hormuz, may be otherwise disrupted. The recent military conflict between the U.S. and Israel, and Iran could has resulted in the de facto closure and control of the Strait of Hormuz, through which a significant portion of the world’s oil supply transits. In addition, on April 13, 2026, the U.S. imposed a naval blockade of Iran’s ports and a partial blockade of the Strait of Hormuz designed to halt all shipping to and from Iran in an effort to increase economic pressure on Iran to facilitate a negotiated resolution of the military conflict. Further, future hostilities or other political instability in regions where our vessels trade could affect our trade patterns and adversely affect our operations and performance, including the ongoing conflicts in Ukraine and the Middle East. Further developments in these regions and others may contribute to further economic instability in the global financial markets and international commerce.

The United States has issued several Executive Orders that prohibit certain transactions related to Russia, including prohibitions on the importation of certain Russian energy products into the United States, (including crude oil, petroleum, petroleum fuels, oils, liquefied natural gas and coal), and on all new investments in Russia by U.S. persons, among other prohibitions and export controls, and has issued numerous determinations authorizing the imposition of sanctions on persons who operate or have operated in the energy, metals and mining, and marine sectors of the Russian Federation economy, among others. Increased restrictions on these sectors, or the expansion of sanctions to new sectors, may pose additional risks that could adversely affect our business and operations. While in general much uncertainty remains regarding the global impact of the continuation of the conflict in Ukraine, and any potential resolution thereof, it is possible that such tensions could adversely affect the Company’s business, financial condition, results of operation, and cash flows.

Furthermore, the United States, in conjunction with the G7, have implemented a Russian petroleum “price cap policy” which prohibits a variety of specified services related to the maritime transport of Russian Federation origin crude oil and petroleum products, including trading/commodities brokering, financing, shipping, insurance (including reinsurance and protection and indemnity), flagging, and customs brokering. An exception exists to permit such services when the prices of the seaborne Russian oil does not exceed the relevant price caps; but implementation of this price exception relies on a recordkeeping and attestation process that requires each party in the supply chain of seaborne Russian oil to demonstrate or confirm that oil has been purchased at or below the price cap. Further, effective as of February 27, 2025, the United States has also prohibited the provision of petroleum services by U.S. persons to persons located in Russia. An exception exists for the provision of petroleum services in certain specified circumstances, including for the provision of services for products purchased at or below the aforementioned price caps. As of September 2025, the EU, UK and Canada also agreed to lower their price cap on Russian crude oil from $60 per barrel to $47.60 per barrel. Violations of the petroleum services prohibition or the price cap policy, including the risk that information, documentation, or attestations provided by parties in the supply chain are later determined to be false, may pose additional risks adversely affecting our business. While much uncertainty remains, the potential that the EU, in conjunction with the G7, might replace the price cap policy in favor of a full maritime services ban for Russian oil exports may also pose further risks that could adversely affect our business.

In addition, acts of piracy have historically affected ocean-going vessels in regions of the world such as the Arabian Gulf region, in the Black Sea in connection with the conflicts between Russia and Ukraine, and in the Red Sea in connection with conflictsthe conflict between Israel and Hamas. Acts of terrorism and piracy have also affected vessels trading in regions such as the South China Sea and the Guld of Aden off the coast of Somalia, among others. If piracy attacks continue or occur in regions in which our vessels are deployed and are characterized by insurers as “war risk” zones or by the Joint War Committee as “war and strikes” listed areas, premiums payable for such coverage, for which we are responsible with respect to vessels employed on spot charters, but not vessels employed on bareboat or time charters, could increase significantly and such insurance coverage may be more difficult to obtain, if available at all. In addition, costs to employ onboard security guards could increase in such circumstances. We may not be adequately insured to cover losses from these incidents, which could have a material adverse effect on us. Moreover, detention hijacking as a result of an act of piracy against our vessels, or an increase in cost, or unavailability of insurance for our vessels, could have a material adverse impact on our business, financial condition and results of operations.

We are a Marshall Islands corporation, headquartered in the United States, focused on owning and operating VLGCs. OurAs of May 22, 2026, our fleet currently consists of twenty-fivetwenty-seven VLGCs, including one Dual-fueldual-fuel ECO-design Very Large Gas Carrier / Ammonia Carrier (“VLGC/AC”), one dual-fuel ECO-design VLGC; eighteen fuel-efficient 84,000 cbm ECO-design VLGCs, or our ECO VLGC, nineteen ECO VLGCs,VLGCs; one 82,000 cbm modern VLGC,VLGC/AC; threefour time chartered-in Dual-fueldual fuel Panamax size VLGCs; one time chartered-in ECO Panamax design VLGCs,VLGC, and one time chartered-in ECOmodern VLGC.

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 COAs or on time charters of two years' duration or less (unless agreed otherwise). As of May 23,22, 2025,2026, all twenty-fivetwenty-seven of our VLGCs, including the foursix time chartered-in vessels, were deployed in the Helios Pool.

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 EnergySunoco Transfer Partners,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. For the year ended March 31, 2026, the Helios Pool accounted for 99% of our total revenues. No other individual charterer accounted for more than 10% of our total revenues. Within the Helios Pool, no individual charterer represented more than 10% of net pool revenues—related party. For the year ended March 31, 2025, the Helios Pool accounted for 97% of our total revenues. No other individual charterer accounted for more than 10% of our total revenues. Within the Helios Pool, one charterer represented more than 10% of net pool revenues—related party. For the year ended March 31, 2024, the Helios Pool accounted for 95% of our total revenues. No other individual charterer accounted for more than 10% of our total revenues. Within the Helios Pool, one charterer represented more than 10% of net pool revenues—related party. For the year ended March 31, 2023, the Helios Pool accounted for 94% of our total revenues. No other individual charterer accounted for more than 10% of our total revenues. Within the Helios Pool, two charterers each represented more than 10% of net pool revenues—related party. See “Item 1A. Risk Factors—We operate exclusively in the LPG shipping industry. Due to the general lack of industry diversification, adverse developments in the LPG shipping industry may adversely affect our business, financial condition and operating results” and “Item 1A. Risk Factors—We expect to be dependent on a limited number of customers for a material part of our revenues, and failure of such customers to meet their obligations could cause us to suffer losses or negatively impact our results of operations and cash flows.”

We seek to employ our vessels in a manner that maximizes fleet availability and earnings upside through our chartering strategy in line with our goal of maximizing shareholder value and returning capital to shareholders when appropriate, taking into account fluctuations in freight rates in the market and our own views on the direction of those rates in the future. As of May 23,22, 2025,2026, all twenty-fivetwenty-seven of our VLGCs, including the foursix time chartered-in vessels, were employed in the Helios Pool, which includes time charters with a term of less than two years unless otherwise agreed.

On April 1, 2015, Dorian and MOL Energia began operation of the Helios Pool, which is a pool of VLGC vessels. We believe that the operation of certain of our VLGCs in this pool allows us to achieve better market coverage. Vessels entered into the Helios Pool are commercially managed jointly by Dorian LPG (DK) ApS, our wholly-owned subsidiary, and MOL Energia. The members of the Helios Pool share in the net pool revenues generated by the entire group of vessels in the pool, weighted according to certain technical vessel characteristics, and net pool revenues (see Note 2 to our consolidated financial statements included herein) are distributed as variable rate time charter hire to each participant. The vessels entered into the Helios Pool may operate either in the spot market, COAs, or on time charters of two years' duration or less. As of May 23,22, 2025,2026, the Helios Pool operated twenty-eightthirty-one VLGCs, including all twenty-fivetwenty-seven vessels from our fleetfleet, and threetwo MOL Energia vessels.vessels, and two vessels from another pool participants.

We generate revenue by providing seaborne transportation services to customers pursuant to threethe following types of contractual relationships:

Time Charters. A time charter is a contract under which a vessel is chartered for a defined period of time at a fixed daily or monthly rate. Under time charters, we are responsible for providing crewing and other vessel operating services, the cost of which is intended to be covered by the fixed rate, while the customer is responsible for substantially all of the voyage expenses, including bunker fuel consumption, port expenses and canal tolls. LPG is frequently transported under a time charter arrangement, with terms ranging from one to seven years. In addition, we may also have profit-sharing arrangements with some of our customers that provide for additional payments above a floor monthly rate (usually up to an agreed ceiling) based on the actual, average daily rate quoted by the Baltic Exchange for VLGCs on one or more of the benchmark routes over an agreed time period converted to a time charter equivalent (“TCE”) monthly rate. For the years ended March 31, 2025,2025 and 2024, and 2023, approximately 2.3%, 4.6%2.3% and 5.8%,4.6%, respectively, of our revenue was generated pursuant to time charters from our VLGCsvessels not in the Helios Pool. For the year ended March 31, 2026, none of our revenue was generated pursuant to time charters outside the Helios Pool.

Calendar Days. We define calendar days as the total number of days in a period during which each vessel in our fleet was owned or operated pursuant to a bareboat charter. Calendar days are an indicator of the size of the fleet over a period and affect both the amount of revenues and the amount of vessel operating expenses that are recorded during that period.

Available Days. We define available days as the sum of calendar days and time chartered-in days (including waiting time) collectively representing our commercially-managed vessels, less aggregate off hire days associated with both unscheduled and scheduled maintenance, which include major repairs, drydockings, vessel upgrades or special or intermediate surveys. We use available days to measure the aggregate number of days in a period that our vessels should be capable of generating revenues. Note that during the year ended March 31, 2025, we have updated our definition of available days to include unscheduled maintenance as we believe it is more reflective of industry practice and more consistent with the practice used in the Helios Pool, which now accounts for more than 95% of our revenue.

Drydocking. We must periodically drydock each of our vessels in accordance with classification society requirements, and for any major modification, repairs and/or maintenance as well as governmental and formaritime inspectionindustry ofrequirements the underwater parts of the vessel thatwhich cannot be performed while the vessels are operatingoperating. andClassification societies require every vessel to be drydocked every 60 months for anyinspection modificationsof tothe complyunderwater withparts. industry certification or governmental requirements. The classification societies provide guidelines applicable to LPGFor vessels relating to extended intervals for drydocking. Generally, we are required to drydock a vessel underover 15 years of ageage, oncethe drydock requirement is every five30 years unless an extension of the drydocking to seven and one-half years is granted by the classification society and the vessel is not older than 20 years of age.months. We capitalize costs directly associated with the drydockings that extend the life of the vessel and amortize these costs on a straight-line basis over the period through the date the next survey is scheduled to become due under the "Deferral" method permitted under U.S. GAAP. Costs incurred during the drydocking period which relate to routine repairs and maintenance are expensed as incurred. The number of drydockings undertaken in a given period and the nature of the work performed determine the level of drydocking expenditures.

Time Charter Equivalent Rate. TCE rate is a non-U.S.non-GAAP GAAPfinancial measure of the average daily revenue performance of a vessel. TCE rate is a shipping industry performance measure used primarily to compare period‑to‑period changes in a shipping company’s performance despite changes in the mix of charter types (such as time charters, voyage charters) under which the vessels may be employed between the periods and is a factor in management’s business decisions and is useful to investors in understanding our underlying performance and business trends. Our method of calculating TCE rate is to divide total revenue (including net pool revenues-related party which is calculated as Dorian’s portion of the net of a) Helios Pool gross revenues b) less voyage expenses of all the pool vessels and c) less the general and administrative expenses of the pool) by available days for the relevant time period, which may not be calculated the same by other companies. Note that we have updated the denominator of our calculation of TCE to be our updated definition of available days (see note 4 above) as we believe it is more reflective of industry practice and more consistent with the practice used in the Helios Pool, which now accounts for more than 95% of our revenue.

Voyage Expenses. Voyage expenses are all expenses unique to a particular voyage, including bunker fuel consumption, port expenses, canal fees, charter hire commissions, war risk insurance and security costs. Voyage expenses are typically paid by us under voyage charters and by the charterer under time charters, including our VLGCs chartered to the Helios Pool. Accordingly, we generally only incur voyage expenses for our own account when performing voyage charters or during repositioning voyages between time charters for which no cargo is available or travelling to or from drydocking. We generally bear all voyage expenses under voyage charters and, as such, voyage expenses are generally greater under voyage charters than time charters. As a result, our voyage expenses may vary significantly depending on our mix of time charters and voyage charters.

General and Administrative Expenses. General and administrative expenses principally consist of the costs incurred in the corporate administration of the vessel and non‑vessel owning subsidiaries. We have granted restricted stock awards to certain of our officers, directors and employees that vest over various periods (see Note 14 to our consolidated financial statements included herein). Granting of restricted stock or units results in an increase in expenses. Stock-based compensation expense for officers, directors and employees is measured at the grant date stock price (or, if a market condition is attached to the award, at the estimated fair value of the award on grant date) and is recognized over the vesting period.

As of March 31, 2025,2026, 20242025 and 2023,2024, independent appraisals of the commercially and technically managed VLGCsvessels in our fleet hadresulted noin indicatorsindications of impairment on anyone ofvessel in our VLGCsfleet and, in accordance with ASC 360 Property, Plant, and Equipment.Equipment Accordingly, noan undiscounted cash flow teststest were required to bewas performed on that vessel. We determined estimated net operating cash flows for anythis vessel by applying various assumptions regarding future time charter equivalent revenues net of ourcommissions, vessels,operating expenses, scheduled drydockings, expected offhire and scrap values and concluded that no impairment charge was necessary because we believe the vessel carrying value is recoverable, and, as a result, this is not considered a critical accounting estimate and no impairment charges were recognized for each years ended March 31, 2025,2026, 20242025 and 2023.2024.

For a discussion of the year ended March 31, 20242025 compared to the year ended March 31, 2023,2024, please refer to Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” inincorporated ourby reference to the Company’s Annual Report on Form 10-K forfiled with the yearCommission endedon MarchMay 31,29, 2024.2025.

To supplement our financial statements presented in accordance with U.S.GAAP,U.S. GAAP, we present certain operating statistics and non-GAAP financial measures to assist in the evaluation of our business performance. These non-GAAP financial measures include Adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”) and time charter equivalent rate. These non-GAAP financial measures may not be comparable to similarly titled measures used by other companies and should not be considered in isolation or as a substitute for net income and revenues, which are the most directly comparable measures of performance prepared in accordance with U.S. GAAP.

Adjusted EBITDA is an unaudited non-U.S. GAAPnon-GAAP financial measure and represents net income/(loss) before interest and finance costs, unrealized (gain)/loss on derivatives, realized (gain)/loss on interest rate swaps, stock-based compensation expense, impairment, and depreciation and amortization and is used as a supplemental financial measure by management to assess our financial and operating performance. We believe that adjustedAdjusted EBITDA assists our management and investors by increasing the comparability of our performance from period to period.period and management makes business and resource-allocation decisions based on such comparisons. This increased comparability is achieved by excluding the potentially disparate effects between periods of derivatives, interest and finance costs, stock-based compensation expense, impairment, and depreciation and amortization expense, which items are affected by various and possibly changing financing methods, capital structure and historical cost basis and which items may significantly affect net income/(loss) between periods. We believe that including adjustedAdjusted EBITDA as a financial and operating measure benefits investors in selecting between investing in us and other investment alternatives.

Adjusted EBITDA has certain limitations in use and should not be considered an alternative to net income, 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.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.

Time charter equivalent rate, or TCE rate, is a non-U.S.non-GAAP GAAPfinancial measure of the average daily revenue performance of a vessel. TCE rate is a shipping industry performance measure used primarily to compare period‑to‑period changes in a shipping company’s performance despite changes in the mix of charter types (such as time charters, voyage charters) under which the vessels may be employed between the periods and is a factor in management’s business decisions and is useful to investors in understanding our underlying performance and business trends. Our method of calculating TCE rate is to divide total revenue (including net pool revenues-related party which is calculated as Dorian’s portion of the net of a) Helios Pool gross revenues b) less voyage expenses of all the pool vessels and c) less the general and administrative expenses of the pool) net of voyage expenses by available days for the relevant time period, which may not be calculated the same by other companies. Note that we have updated the denominator of our calculation of TCE to be our updated definition of available days as we believe it is more reflective of industry practice and more consistent with the practice used in the Helios Pool, which now accounts for more than 95% of our revenue.

The following table sets forth a reconciliation of revenues to TCE rate (unaudited) for the periodsyears presented:

OurLPG businesstransportation is a capital intensive,intensive business, and our future success depends on our ability to maintain a high‑quality fleet. As of March 31, 2025,2026, we had cash and cash equivalents of $316.9$327.4 million and non-current restricted cash of $0.1 million.

Our primary sources of capital during the year ended March 31, 20252026 were (i) $173.0$210.1 million in cash generated from operations and (ii) the net cash proceeds of $62.9 million from the issuanceAreion of our common stock in June 2024 amounted to approximately $84.4 million, net of underwriting discounts and commission, and legal and other offering costs.Facility. As of March 31, 2025,2026, the outstanding balance of our long-term debt, net of deferred financing fees of $4.1$5.4 million, was $553.3$560.4 million including $54.5$100.2 million of principal on our long-term debt scheduled to be repaid during the year ending March 31, 2026.2027.

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 20 to our consolidated financial statements, for the building of a VLGC/AC, the fabrication and installation of scrubber, and drydocking represent our short-term, medium-term and long-term liquidity needs as of March 31, 2025.2026. 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 2023 A&R Debt Facility. We may also seek additional liquidity through alternative sources of debt financings and/or through equity financings by way of private or public offerings. However, if these sources are insufficient to satisfy our short-term liquidity needs, or to satisfy our future medium-term or long-term liquidity needs, we may need to seek alternative sources of financing and/or modifications of our existing credit facility and financing arrangements. There is no assurance that we will be able to obtain any such financing or modifications to our existing credit facility and financing arrangements on terms acceptable to us, or at all.

On February 2, 2022, our Board of Directors authorized the repurchase of up to $100.0 million of our common shares under 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 interest of our shareholders, and market conditions. As of March 31, 2026, our total purchases under the 2022 Common Share Repurchase Authority totaled 261,500355,511 shares for an aggregate consideration of $5.6$7.9 million. We are not obligated to make any common share repurchases. See Note 12 to our consolidated financial statements included herein for a discussion of our 2022 Common Share Repurchase Authority.

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. TheThere followinghave isbeen anno updatematerial changes to the risk factors that may cause actual results to differ materially from those anticipated as set forth in “Item 1A. Risk Factors” of our Annual Report on Form 10-K for the year ended March 31, 2025.2026.

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-seventwenty-five VLGC carriers, including one 93,000 cbm dual-fuel ECO-design Very Large Gas Carrier / Ammonia Carrier, one dual-fuel 84,000 cbm ECO-design VLGC, or our Dual-fuel ECO VLGC; nineteensixteen fuel-efficient 84,000 cbm ECO-design VLGCs, or our ECO VLGCs; one 82,000 cbm modern VLGC; sixfour time chartered-in VLGCs;dual-fuel four of which are Panamax size dual-fuelpanamax VLGCs; one time chartered-in ECO VLGC;Panamax VLGC, and one time chartered-in 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 and expected delivery from HD Hyundai Heavy Industries Co. Ltd. in the third calendar quarter of 2029. The twenty-seventwenty-five VLGCs in our fleet, including the six time chartered-in vessels, as of JanuaryJuly 31,30, 2026, have an aggregate carrying capacity of approximately 2.32.1 million cbm and an average age of 10.09.4 years. On November 24, 2023, we entered into an agreement for a newbuilding VLGC/AC with a cargo carrying capacity of 93,000 cbm that can transport LPG or ammonia and is expected to be delivered from Hanwha Ocean Co. Ltd. in the first calendar quarter of 2026.

Currently, sixteenfourteen 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. We have a contractual commitment to fabricate a scrubber for our newbuilding VLGC/AC, with installation expected to be completed during the first calendar quarter of 2026. Vessels fitted with scrubbers allow us to reduce our emissions and to burn less refined fuel, which is frequently cheaper than more refined, lower sulfur grades. When the cost of more refined fuel exceeds that of less refined fuel, we are typically able to earn a higher TCE for spot voyages and to potentially contract time charters at higher rates compared to vessels without scrubbers. Additionally, one of the chartered-in dual-fuel Panamax size VLGCs is equipped with a shaft generator, which generates additional electricity that can be used to reduce fuel consumption and carbon emissions.

On April 1, 2015, Dorian and MOL Energia began operations of the Helios Pool, which entered into pool participation agreements for the purpose of establishing and operating, as charterer, under a variable rate time charter to be entered into with owners or disponent owners of VLGCs, a commercial pool of VLGCs whereby revenues and expenses are shared. The vessels entered into the Helios Pool may operate either in the spot market, pursuant to contracts of affreightment, or COAs, or on time charters of two years' duration or less. As of JanuaryJuly 31,30, 2026, all twenty-seventwenty-five of our VLGCs were employed in the Helios Pool, including our six time chartered-in vessels.VLGCs.

On JanuaryJuly 30,16, 2026, we announced that our Board of Directors declared an irregular cash dividend of $0.70$1.00 per share of the Company’s common stockshare totaling $29.9approximately $42.8 million. The dividend is payable on or about FebruaryAugust 24,12, 2026 to all shareholders of record as of the close of business on FebruaryJuly 9,27, 2026.

The following table sets forth certain information regarding our fleet as of JanuaryJuly 31,30, 2026:

Results of Operations – For the three months ended DecemberJune 31,30, 20252026 as compared to the three months ended DecemberJune 31,30, 20242025

The following table compares our revenues for the three months ended DecemberJune 3130:

Revenues, which represent net pool revenues—related party, time charter revenues,party and other revenues, net, were $120.0$187.9 million for the three months ended DecemberJune 31,30, 2025,2026, an increase of $39.3$103.7 million, or 48.7%,123.1%, from $80.7$84.2 million for the three months ended DecemberJune 31,30, 20242025, primarily due to higher average TCE rates and increased available days. TCE rates rose by $14,262$36,200 per available day from $36,071$39,726 for the three months ended DecemberJune 31,30, 20242025 to $50,333$75,926 for the three months ended DecemberJune 31,30, 2025. The increase in TCE rates was2026, primarily due to higher spot rates; andpartially loweroffset 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 $67.767$199.694 during the three months ended DecemberJune 31,30, 20252026 compared to an average of $55.717$63.500 during the three months ended DecemberJune 31,30, 2024.2025. The average price of very low sulfur fuel oil (expressed as U.S. dollars per metric ton) from Singapore and Fujairah decreasedincreased from $570$511 during the three months ended DecemberJune 31,30, 2024,2025, to $452$863 during the three months ended DecemberJune 31,30, 2025.2026. AvailableAdditionally, available days for our fleet increased from 2,2102,086 for the three months ended DecemberJune 31,30, 20242025 to 2,3492,469 for the three months ended DecemberJune 31,30, 2025,2026, mainly driven by an increase in the number of vessels in our fleet, partially offset byand a modest increasedecrease in off-hirethe daysnumber dueof tovessels drydocking.drydocked.

Vessel operating expenses were $19.9$20.1 million during the three months ended DecemberJune 31,30, 2025,2026, or $10,275$10,356 per vessel per calendar day, which is calculated by dividing vessel operating expenses by calendar days for the relevant time-periodtime period for the technically-managed vessels that were in our fleet andfleet, decreased by $1.5$1.8 million, or 7.4%8.1% from $21.4$21.9 million for the three months ended DecemberJune 31,30, 2024.2025. The decrease of $822$1,110 per vessel per calendar day, from $11,097$11,466 for the three months ended DecemberJune 31,30, 20242025 to $10,275$10,356 per vessel per calendar day for the three months ended DecemberJune 31,30, 20252026 was partiallymainly duea toresult of a decrease of $1,310 per vessel per calendar day of non-capitalizable drydock-related operating expenses. Excluding non-capitalizable drydock-related operating expenses, daily operating expenses decreasedincreased by $603, or 5.9%,$200 from $10,161$10,108 for the three months ended DecemberJune 31,30, 20242025 to $9,558$10,308 for the three months ended DecemberJune 31,30, 2025,2026, primarilymainly resultingas froma reductionsresult of increases in spares and stores.stores and repairs and maintenance costs.

Interest and finance costs amounted to $22.4$8.7 million for the ninethree months ended DecemberJune 31,30, 2025,2026, aan decreaseincrease of $5.4$1.0 million, or 19.6%,12.7%, from $27.8$7.7 million for the ninethree months ended DecemberJune 31,30, 2024.2025. The decreaseincrease of $5.4$1.0 million during this period was mainly due to (i) a reduction of $3.5 million in interest on our long-term debt, (ii) an increase of $1.8$0.7 million in loan expenses, (ii) a decrease of $0.5 million in capitalized interest, and (iii) aan decreaseincrease of $0.1$0.3 million in loanamortization expensesof anddeferred bankfinancing charges.fees, partially offset by (iv) a reduction of $0.5 million in interest on our long-term debt. The decrease of $3.5 million in loan interest on our long-term debt was driven by a decreasereduction in average indebtedness, excluding deferred financing fees, from $593.2$553.0 million for the ninethree months ended DecemberJune 31,30, 20242025 to $539.5$537.9 million for the ninethree months ended DecemberJune 31,30, 2025, as well as a lower SOFR rate on the 2023 A&R Debt Facility during the nine months ended December 31, 2025 when compared to the nine months ended December 31, 2024.2026.

Unrealized Gain / Loss on Derivatives

Unrealized lossgain on derivatives amounted to $1.7$0.9 million for the ninethree months ended DecemberJune 31,30, 2025,2026, compared to $3.1a loss of $1.2 million for the ninethree months ended DecemberJune 31,30, 2024.2025. The $1.4$2.1 million difference is primarily attributable to changes in forward SOFR yield curves and changes in notional amounts.

To supplement our financial statements presented in accordance with U.S.GAAP, we present certain operating statistics and non-GAAP measures to assist in the evaluation of our business performance. These non-GAAP measures include Adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”) and time charter equivalent rate. These non-GAAP measures may not be comparable to similarly titled measures used by other companies and should not be considered in isolation or as a substitute for net income and revenues, which are the most directly comparable measures of performance prepared in accordance with U.S. GAAP.

Our business is capital intensive, and our future success depends on our ability to maintain a high-quality fleet. As of DecemberJune 31,30, 2025,2026, we had cash and cash equivalents of $294.5$342.1 million and non-current restricted cash of $0.1 million.

Our primary source of capital during the ninethree months ended DecemberJune 31,30, 20252026 waswere $128.0(i) $30.5 million in cash generated from operations.operations and (ii) $80.7 million from proceeds net of commission and fees of the sale of our 2015-built VLGC Cobra. As of DecemberJune 31,30, 2025,2026, the outstanding balance of our long-term debt, net of deferred financing fees of $3.3$4.9 million, was $513.2$507.5 million including $97.7$158.7 million of principal on our long-term debt scheduled to be repaid within the next twelve months.

Operating expenses, including expenses to maintain the quality of our vessels in order to comply with international shipping standards and environmental laws and regulations, the funding of working capital requirements, long-term debt repayments, financing costs, commitments, as described in Note 16 to our unaudited interim condensed consolidated financial statements, for the building of a VLGC/AC, the fabrication and installation of scrubber,VLGCs, and drydocking represent our short-term, medium-term and long-term liquidity needs as of DecemberJune 31,30, 2025.2026. We anticipate satisfying our liquidity needs for at least the next twelve months with cash on hand, cash from operations,operations and, if needed, drawdowns on the revolving credit facility available under the 2023 A&R Debt Facility. We may also seek additional liquidity through alternative sources of debt financings and/or through equity financings by way of private or public offerings. However, if these sources are insufficient to satisfy our short-term liquidity needs, or to satisfy our future medium-term or long-term liquidity needs, we may need to seek alternative sources of financing and/or modifications of our existing credit facilityfacilities 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.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 DecemberJune 31,30, 2025,2026, our total purchases under the 2022 Common Share Repurchase Authority totaled 355,511 shares for an aggregate consideration of $7.9 million. This includes 194,011 shares repurchased for $4.1 million during the nine months ended December 30, 2025. See “Item 2. Unregistered Sales of Equity Securities and Use of Proceeds – Issuer Purchases of Equity Securities.” We are not obligated to make any common share repurchases.

On May 2,7, 2025,2026, we announced that our Board of Directors declared an irregular cash dividend of $0.50$1.00 per share of our common stockshare to all shareholders of record as of the close of business on May 16,18, 2025,2026, totaling $21.3$42.8 million. We paid $21.2$42.6 million on May 30,28, 2025,2026, with the remaining $0.1$0.2 million deferred until certain shares of restricted stock vest.

On JanuaryJuly 30,16, 2026, we announced that our Board of Directors has declared an irregular cash dividend of $0.70$1.00 per share of the Company’s common stockshare totaling $29.9approximately $42.8 million. The dividend is payable on or about FebruaryAugust 24,12, 2026 to all shareholders of record as of the close of business on FebruaryJuly 9,27, 2026.

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. The Board of Directors, in its sole discretion, may increase, decrease or eliminate the dividend at any time. 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.

The following table summarizes our cash and cash equivalents provided by/(used in) operating, financing and investing activities for the ninethree months ended DecemberJune 3130:

Operating Cash Flows. Net cash provided by operating activities for the ninethree months ended DecemberJune 31,30, 20252026 was $128.0$30.5 million, compared to $122.8$0.8 million for the ninethree months ended DecemberJune 31,30, 2024.2025. The $5.2 million increase in cash generated from operations wasof $29.7 million is primarily drivenrelated byto increased cash flows from operating profits (refer to Results of Operations – For the ninethree months endedJune December30, 31, 20252026 as compared to the ninethree months endedJune December30, 31, 2024,2025, for drivers of changes in revenues and expenses for the applicable periods), partially offset by changes in working capital, mainly driven by increased payments for drydocking and special survey costs, as well as by unfavorable changes infrom 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.