UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended
Commission File Number:
(Translation of registrant’s name into English)
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
KNOT OFFSHORE PARTNERS LP
REPORT ON FORM 6-K FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2026
Table of Contents
THIS REPORT ON FORM 6-K IS HEREBY INCORPORATED BY REFERENCE INTO THE FOLLOWING REGISTRATION STATEMENTS:
| ● | FORM F-3 (NO. 333-274460) ORIGINALLY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (“SEC”) ON SEPTEMBER 11, 2023. |
| ● | FORM F-3 (NO. 333-227942) ORIGINALLY FILED WITH THE SEC ON OCTOBER 23, 2018. |
2
Unaudited Condensed Consolidated Statements of Operations
For the Three and Six Months Ended June 30, 2026 and 2025
(U.S. Dollars in thousands, except per unit amounts)
Three Months Ended | Six Months Ended | |||||||||||
June 30, | June 30, | June 30, | June 30, | |||||||||
(U.S. Dollars in thousands) | | 2026 | | 2025 | | 2026 | | 2025 | ||||
Operating revenues: (Notes 3 and 4) | ||||||||||||
Time charter and bareboat revenues | $ | | $ | | $ | | $ | | ||||
Voyage revenues | — | — | — | | ||||||||
Loss of hire insurance recoveries (Note 5) |
| |
| |
| |
| | ||||
Other income | | | | | ||||||||
Total revenues |
| |
| |
| |
| | ||||
Gain from disposal of vessel | — | — | — | | ||||||||
| ||||||||||||
Operating expenses: |
|
|
|
| ||||||||
Vessel operating expenses |
| |
| |
| |
| | ||||
Voyage expenses and commission | | | | | ||||||||
Depreciation |
| |
| |
| |
| | ||||
General and administrative expenses |
| |
| |
| |
| | ||||
Total operating expenses |
| |
| |
| |
| | ||||
Operating income |
| |
| |
| |
| | ||||
Finance income (expense): (Note 6) | ||||||||||||
Interest income |
| |
| |
| |
| | ||||
Interest expense (Note 6) |
| ( |
| ( |
| ( |
| ( | ||||
Other finance expense (Note 6) |
| ( |
| ( |
| ( |
| ( | ||||
Realized and unrealized gain (loss) on derivative instruments (Note 7) |
| |
| ( |
| |
| ( | ||||
Net gain (loss) on foreign currency transactions |
| ( |
| ( |
| ( |
| | ||||
Total finance expense |
| ( |
| ( |
| ( |
| ( | ||||
Income before income taxes |
| |
| |
| |
| | ||||
Income tax expense (Note 9) |
| ( |
| ( |
| ( |
| ( | ||||
Net income | $ | | $ | | $ | | $ | | ||||
Series A Preferred unitholders’ interest in net income | $ | | $ | | $ | | $ | | ||||
General Partner’s interest in net income |
| |
| |
| |
| | ||||
Limited Partners’ interest in net income |
| |
| |
| |
| | ||||
Earnings per unit (Basic): (Note 16) | ||||||||||||
Common unit (basic) | $ | | $ | | $ | | $ | | ||||
Class B unit (basic) | $ | — | $ | — | $ | — | $ | — | ||||
General Partner unit (basic) | $ | | $ | | $ | | $ | | ||||
Earnings per unit (Diluted): (Note 16) |
|
|
|
| ||||||||
Common unit (diluted) | $ | | $ | | $ | | $ | | ||||
Class B unit (diluted) | $ | — | $ | — | $ | — | $ | — | ||||
General Partner unit (diluted) | $ | | $ | | $ | | $ | | ||||
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
3
Unaudited Condensed Consolidated Statements of Comprehensive Income
For the Three and Six Months Ended June 30, 2026 and 2025
(U.S. Dollars in thousands)
Three Months Ended | Six Months Ended | ||||||||||||
June 30, | June 30, | ||||||||||||
(U.S. Dollars in thousands) | | 2026 | | 2025 | | 2026 | | 2025 | | ||||
Net income (loss) | $ | | $ | | $ | | $ | | |||||
Other comprehensive income, net of tax |
| |
| |
| |
| | |||||
Comprehensive income (loss) | $ | | $ | | $ | | $ | | |||||
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
4
Unaudited Condensed Consolidated Balance Sheets
As of June 30, 2026, and December 31, 2025
(U.S. Dollars in thousands)
(U.S. Dollars in thousands) | | At June 30, 2026 | | At December 31, 2025 | ||
ASSETS |
| |
| | ||
Current assets: |
| |
| | ||
Cash and cash equivalents (Note 8) | $ | | $ | | ||
| |
| | |||
Inventories (Note 11) |
| |
| | ||
Derivative assets (Notes 7 and 8) |
| |
| | ||
Other current assets (Note 18) |
| |
| | ||
Total current assets |
| |
| | ||
| ||||||
Long-term assets: |
|
| ||||
Vessels, net of accumulated depreciation (Notes 10 and 21) |
| |
| | ||
Right-of-use assets (Note 4) | | | ||||
Deferred tax assets (Note 9) |
| |
| | ||
Derivative assets (Notes 7 and 8) |
| |
| | ||
Accrued income | | | ||||
Other long-term assets (Note 20) | | — | ||||
Total Long-term assets |
| |
| | ||
Total assets | $ | | $ | | ||
LIABILITIES AND EQUITY |
|
| ||||
Current liabilities: |
|
| ||||
Trade accounts payable | $ | | $ | | ||
Accrued expenses (Note 19) |
| |
| | ||
Current portion of long-term debt (Notes 8 and 13) | | | ||||
Current lease liabilities (Note 4) |
| |
| | ||
Current portion of derivative liabilities (Note 8) | — | | ||||
Income taxes payable (Note 9) |
| |
| | ||
Current portion of contract liabilities (Note 12) |
| |
| | ||
Prepaid charter and deferred revenue |
| |
| | ||
Amount due to related parties (Note 14) |
| |
| | ||
Total current liabilities |
| |
| | ||
Long-term liabilities: |
|
| ||||
Long-term debt (Notes 8 and 13) |
| |
| | ||
Lease liabilities (Note 4) | | | ||||
Derivative liabilities (Notes 7 and 8) | | | ||||
Contract liabilities (Note 12) | | | ||||
Deferred tax liabilities (Note 9) |
| |
| | ||
Deferred revenues |
| |
| | ||
Other long-term liabilities (Note 20) | | — | ||||
Total long-term liabilities |
| |
| | ||
Total liabilities | $ | | $ | | ||
Commitments and contingencies (Note 15) |
|
| ||||
Series A Convertible Preferred Units |
| |
| | ||
Equity: |
|
| ||||
Partners’ capital: |
|
| ||||
Common unitholders: |
| |
| | ||
Class B unitholders: | | | ||||
General partner interest: |
| |
| | ||
Total partners’ capital |
| |
| | ||
Total liabilities and equity | $ | | $ | | ||
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
5
Unaudited Condensed Consolidated Statements of Changes in Partners’ Capital
for the Three and Six Months Ended June 30, 2026 and 2025
(U.S. Dollars in thousands)
Partners’ Capital | Accumulated | Series A | ||||||||||||||||
General | Other | Total | Convertible | |||||||||||||||
Common | Class B | Partner | Comprehensive | Partners’ | Preferred | |||||||||||||
(U.S. Dollars in thousands) | | Units | | Units | | Units | | Income (Loss) | | Capital | | Units | ||||||
Three Months Ended June 30, 2025 and 2026 | ||||||||||||||||||
Consolidated balance at March 31, 2025 | $ | | $ | | $ | | $ | — | $ | | $ | | ||||||
Net income (loss) | | — | | — | | | ||||||||||||
Other comprehensive income | — | — | — | — | — | — | ||||||||||||
Cash distributions | ( | — | ( | — | ( | ( | ||||||||||||
Consolidated balance at June 30, 2025 | $ | | $ | | $ | | $ | — | $ | | $ | | ||||||
| ||||||||||||||||||
Consolidated balance at March 31, 2026 | $ | | $ | | $ | | $ | — | $ | | $ | | ||||||
Net income (loss) | | — | | — | | | ||||||||||||
Other comprehensive income | — | — | — | — | — | — | ||||||||||||
Cash distributions | ( | — | ( | — | ( | ( | ||||||||||||
Consolidated balance at June 30, 2026 | $ | | $ | | $ | | $ | — | $ | | $ | | ||||||
|
|
|
| |||||||||||||||
Six Months Ended June 30, 2025 and 2026 | ||||||||||||||||||
Consolidated balance at December 31, 2024 | $ | | $ | | $ | | $ | — | $ | | $ | | ||||||
Net income (loss) |
| |
| — |
| |
| — |
| |
| | ||||||
Other comprehensive income |
| — |
| — |
| — |
| — |
| — |
| — | ||||||
Cash distributions |
| ( |
| — |
| ( |
| — |
| ( |
| ( | ||||||
Consolidated balance at June 30, 2025 | $ | | $ | | $ | | $ | — | $ | | $ | | ||||||
|
|
|
| |||||||||||||||
Consolidated balance at December 31, 2025 | $ | | $ | | $ | | $ | — | $ | | $ | | ||||||
Net income (loss) |
| |
| — |
| |
| — |
| |
| | ||||||
Other comprehensive income |
| — |
| — |
| — |
| — |
| — |
| — | ||||||
Cash distributions |
| ( |
| — |
| ( |
| — |
| ( |
| ( | ||||||
Consolidated balance at June 30, 2026 | $ | | $ | | $ | | $ | — | $ | | $ | | ||||||
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
6
Unaudited Condensed Consolidated Statements of Cash Flows
For the Six Months Ended June 30, 2026 and 2025
(U.S. Dollars in thousands)
| Six Months Ended June 30, | |||||
(U.S. Dollars in thousands) | 2026 | | 2025 | |||
OPERATING ACTIVITIES | | | ||||
Net income (loss) (1) | $ | | $ | | ||
Adjustments to reconcile net income (loss) to cash provided by operating activities: |
|
|
| |||
Depreciation |
| |
| | ||
Amortization of contract intangibles / liabilities |
| ( |
| ( | ||
Amortization of deferred revenue | ( | ( | ||||
Amortization of deferred debt issuance cost |
| |
| | ||
Drydocking expenditure |
| ( |
| ( | ||
Income tax expense |
| |
| | ||
Income taxes paid |
| ( |
| ( | ||
Unrealized (gain) loss on derivative instruments | ( | | ||||
Unrealized gain on foreign currency transactions | ( | ( | ||||
Net gain from disposal of vessel | — | ( | ||||
Changes in operating assets and liabilities: |
|
| ||||
Decrease (increase) in amounts due from related parties |
| |
| ( | ||
Decrease (increase) in inventories |
| ( |
| ( | ||
Decrease (increase) in other current assets |
| ( |
| ( | ||
Decrease (increase) in accrued income |
| ( |
| ( | ||
Increase (decrease) in trade accounts payable |
| ( |
| | ||
Increase (decrease) in accrued expenses |
| |
| | ||
Increase (decrease) prepaid charter |
| |
| ( | ||
Increase (decrease) in amounts due to related parties |
| |
| | ||
Net cash provided by operating activities |
| |
| | ||
INVESTING ACTIVITIES |
|
| ||||
Additions to vessel and equipment |
| ( |
| ( | ||
Proceeds from asset swap (net cash) | — | | ||||
Net cash provided by (used in) investing activities |
| ( |
| | ||
FINANCING ACTIVITIES |
| |
| | ||
Repayment of long-term debt |
| ( |
| ( | ||
Payment of debt issuance cost |
| ( |
| — | ||
Cash distributions |
| ( |
| ( | ||
Net cash used in financing activities |
| ( |
| ( | ||
Effect of exchange rate changes on cash |
| ( |
| | ||
Net increase (decrease) in cash and cash equivalents |
| |
| ( | ||
Cash and cash equivalents at the beginning of the period |
| |
| | ||
Cash and cash equivalents at the end of the period | $ | | $ | | ||
| (1) |
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
7
Notes to Unaudited Condensed Consolidated Financial Statements
| 1) | Description of Business |
KNOT Offshore Partners LP (the “Partnership”) was formed as a limited partnership under the laws of the Republic of the Marshall Islands. The Partnership was formed for the purpose of acquiring
As of June 30, 2026, the Partnership had a fleet of
On September 1, 2026, the Partnership’s wholly owned subsidiary, KNOT Shuttle Tankers AS, acquired from KNOT all outstanding shares in Knutsen Canadian Chartering AS, the company that owns the Hedda Knutsen. Please see Note 22—Subsequent Events. The acquisition of the Hedda Knutsen will be accounted for as an acquisition of an asset. As a result, the Partnership will record the results of operations of the Hedda Knutsen in its consolidated statement of operations from September 1, 2026.
The unaudited condensed consolidated financial statements have been prepared assuming that the Partnership will continue as a going concern.
The Partnership expects that its primary future sources of funds will be available cash, cash from operations, borrowings under any new loan agreements, any vessel sales and the proceeds of any debt or equity financings. The Partnership believes that these sources of funds (assuming the current rates earned from existing charters) will be sufficient to cover operational cash outflows, working capital requirements and ongoing obligations under the Partnership’s lease obligations and financing commitments to pay loan interest and make scheduled loan repayments and to make distributions on its outstanding units assuming the Partnership is able to timely refinance its maturing credit facilities on similar terms as its existing facilities. Accordingly, as of September 9, 2026, the Partnership believes that its current resources, including the undrawn portion of its revolving credit facilities of $
2) | Summary of Significant Accounting Policies |
(a)Basis of Preparation
The accompanying unaudited condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and applicable rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) for financial information. In the opinion of management of the Partnership, all adjustments considered necessary for a fair presentation, which are of normal recurring nature, have been included. All intercompany balances and transactions are eliminated. The unaudited condensed consolidated financial statements do not include all the disclosures and information required for a complete set of annual financial statements; and, therefore, these unaudited condensed consolidated financial statements should be read in conjunction with the Partnership’s audited consolidated financial statements for the year ended December 31, 2025, which are included in the Partnership’s Annual Report on Form 20-F (the “2025 20-F”).
Vessels and Equipment
Prior to June 30, 2021, the useful life of the Partnership’s vessels and equipment was assessed as
8
This change in estimate, which includes both change in useful life as well as change in residual values for certain vessels, was applied prospectively from January 1, 2026, and impacted the entire fleet of shuttle tanker vessels. The change in estimate resulted in an increase in depreciation and amortization expenses and a decrease in net income of $
(b)Significant Accounting Policies
The accounting policies adopted in the preparation of the unaudited condensed consolidated financial statements are consistent with those followed in the preparation of the Partnership’s audited consolidated financial statements for the year ended December 31, 2025, as contained in the 2025 20-F.
(c)Recent Accounting Pronouncements
New accounting standards not yet adopted
On November 4, 2024, the Financial Accounting Standards Board (“FASB”) issued ASU Accounting Standard Update (“ASU”) 2024-03 Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (DISE), which requires a public entity to disclose, on an annual and interim basis, disaggregated information about certain income statement line items in a tabular format in the notes to the financial statements. The ASU, which does not change what a public entity presents on the face of its income statement, establishes a new subtopic, ASC 220-40, that sets minimum disaggregated expense disclosure requirements. The ASU also requires separate disclosures of selling expenses and an entity’s definition of those expenses. The FASB issued the guidance to address requests from investors and other financial statement users (collectively, investors) for more detailed expense information, which they said is critical to understanding an entity’s performance, assessing its prospects for future cash flows and comparing its performance both over time and with that of other entities. Investors have requested disclosure of the amounts of employee compensation, depreciation and amortization included in commonly presented income statement line items, such as cost of sales and selling, general and administrative expenses.
The guidance is effective for public entities for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The Partnership has not yet adopted this ASU and is in the process of evaluating the impact of the adoption of this pronouncement on its consolidated financial statements and related disclosures.
On December 4, 2025, the FASB issued ASU 2025-10, Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities, to establish guidance on the recognition, measurement, and presentation of government grants received by business entities. The new guidance leverages the principles in the accounting framework for government assistance in International Financial Reporting Standards (“IFRS”), specifically IAS 20, Accounting for Government Grants and Disclosure of Government Assistance; makes certain targeted improvements; and modifies certain of the existing disclosure requirements in ASC 832, Government Assistance. The new guidance is effective for public business entities in annual periods beginning after December 15, 2028 (including interim periods within) and one year later for all other entities, with early adoption permitted in any period for which financial statements have not yet been issued. The guidance can be applied on a modified prospective basis, a modified retrospective basis, or a full retrospective basis. The new guidance is not expected to materially impact the Partnership.
On May 19, 2026, the FASB issued ASU 2026-02, Environmental Credits and Environmental Credit Obligations (Topic 818), which establishes guidance on accounting and disclosure requirements for environmental credits and environmental credit obligations. The guidance addresses the recognition, measurement, presentation and disclosure of environmental credits held for regulatory compliance or other purposes, as well as obligations arising under environmental compliance programs. The new guidance is effective for public business entities in annual periods beginning after December 15, 2027 (including interim periods within) and one year later for all other entities, with early adoption permitted as of the beginning of an annual reporting period. The Partnership is currently evaluating the impact of adopting the new guidance on its consolidated financial statements and related disclosures, including the potential impact on environmental credits generated in connection with applicable maritime emissions regulations.
3)Segment Information
The Partnership has not presented segment information as it considers its operations to occur in
9
the choice of which trading areas the Vessels will serve. Accordingly, the Partnership’s management, including the chief operating decision makers, does not evaluate performance according to geographical region.
The following table presents time charter and bareboat revenues and percentages of revenues for material customers that accounted for more than
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
(U.S. Dollars in thousands) | | 2026 | | 2025 | | | 2026 | | 2025 | | | ||||||||||||
Equinor ASA | | $ | | | | % | $ | | | | % | | $ | | | | % | $ | | | | % | |
Brazil Shipping I Limited, a subsidiary of Royal Dutch Shell | |
| | % | |
| | % | |
| | % | |
| | % | |||||||
Eni Trading and Shipping S.p.A. |
| |
| | % |
| |
| | % |
| |
| | % |
| |
| | % | |||
Petrochina International |
| |
| | % |
| — |
| — | % |
| |
| | % |
| — |
| — | % | |||
Chartering and Shipping Service S.A., a subsidiary of TotalEnergies |
| |
| | % |
| |
| | % |
| |
| | % |
| |
| | % | |||
Fronape International Company, a subsidiary of Petrobras Transporte S.A. | |
| | % | |
| | % | |
| | % | |
| | % | |||||||
Repsol Sinopec Brasil, S.A. and Repsol Trading S.A., | $ | | | % | $ | | | % | $ | | | % | $ | | | % | |||||||
The Partnership has financial assets that expose it to credit risk arising from possible default by a counterparty. The Partnership considers its counterparties to be creditworthy banking and financial institutions and does not expect any significant loss to result from non-performance by such counterparties. The maximum loss due to credit risk that the Partnership would incur if counterparties failed completely to perform would be the carrying value of cash and cash equivalents, and derivative assets. The Partnership, in the normal course of business, does not demand collateral from its counterparties.
The chief operating decision maker manages the business activities on a consolidated basis and assesses performance for the shuttle tanker segment based on operating income that also is reported on the Consolidated Statements of Operations. Although separate vessel financial information is available, the chief operating decision maker internally evaluates the performance of the Partnership as a whole and not on basis of each vessel or charters. As a result, the Partnership has determined that it has
The chief operating decision maker uses operating income to evaluate performance and allocation of resources. In this industry, the nature of allocation of resources for new capital expenditure is typically not related to the existing vessels but would rather result in the acquisition or construction of a new shuttle tanker. Typically, such investment decisions are not made on a speculative basis but would occur when a specific long-term customer contract has already been negotiated. The ability to negotiate a contract with acceptable terms to justify such a major capital expenditure is dependent on the prevailing market conditions at the time of the negotiation rather than on historical indicators of operations. Much of the ongoing capital expenditure is driven by classification requirements and is to a large extent unavoidable.
The decisions related to resource allocation and the assessment of the operating results of the Partnership is the responsibility of the Board of Directors, top executives and the entity that has technical management of the vessels on time charters. The Partnership’s chief operating decision maker is as such the Board of Directors.
The Partnership does not have intra-entity sales or transfers.
For information about reported segment assets, segment revenue, significant segment expense categories and segment profit or loss, reference is made to the Consolidated Balance Sheets and Consolidated Statements of Operations.
10
4)Operating Leases
Revenues
The Partnership’s primary source of revenues is chartering its shuttle tankers to its customers. The Partnership primarily uses two types of contracts, time charter contracts and bareboat charter contracts. The Partnership’s time charter contracts include both a lease component, consisting of the bareboat element of the contract, and non-lease component, consisting of operation of the Vessel for the customers, which includes providing the crewing and other services related to the Vessel’s operations, the cost of which is included in the daily hire rate, except when off hire.
The following table presents the Partnership’s revenues by time charter and bareboat charters and other revenues for the three and six months ended June 30, 2026 and 2025:
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||
(U.S. Dollars in thousands) | | 2026 | | 2025 | | 2026 | | 2025 | | ||||
Time charter revenues (service element included) | $ | | $ | | $ | | $ | | |||||
Bareboat revenues | | — | | — | |||||||||
Total time charter and bareboat revenues | | | | | |||||||||
Other revenues (voyage revenues, loss of hire insurance recoveries and other income) | | | | | |||||||||
Total revenues | $ | | $ | | $ | | $ | | |||||
As of June 30, 2026, the minimum contractual future revenues to be received from time charters and bareboat charters during the next five years and thereafter are as follows (including service element of the time charter, but excluding unexercised customer option periods and excluding any contracted revenues signed after June 30, 2026):
(U.S. Dollars in thousands) | | ||
2026 (excluding the six months ended June 30, 2026) | $ | | |
2027 | | ||
2028 | | ||
2029 | | ||
2030 | | ||
2031 and thereafter | | ||
Total |
| $ | |
The minimum contractual future revenues should not be construed to reflect total charter hire revenues for any of the years. Minimum contractual future revenues are calculated based on certain assumptions such as operating days per year. In addition, minimum contractual future revenues presented in the table above have not been reduced by estimated off hire time for periodic maintenance. The amounts may vary given unscheduled future events such as vessel maintenance.
The Partnership’s fleet as of June 30, 2026 consisted of:
| 1. | the Windsor Knutsen, a conventional oil tanker built in 2007 and retrofitted to a shuttle tanker in 2011 that is currently operating under a time charter contract with Sea River Maritime LLC, a subsidiary of ExxonMobil (“ExxonMobil”) which commenced on June 4, 2025 for a fixed period of |
| 2. | the Bodil Knutsen, a shuttle tanker built in 2011 that is currently operating under a time charter contract with Equinor ASA (“Equinor”) that expires in March |
| 3. | the Fortaleza Knutsen, a shuttle tanker built in 2011 that is currently operating under a time charter contract with KNOT that expires in August |
| 4. | the Recife Knutsen, a shuttle tanker built in 2011 that is currently undergoing drydocking. Thereafter, the Recife Knutsen is chartered to Transpetro for a fixed period of |
11
| 5. | the Carmen Knutsen, a shuttle tanker built in 2013 that is currently operating under a time charter with PetroChina that expires in February |
| 6. | the Hilda Knutsen, a shuttle tanker built in 2013 that is currently operating under a time charter contract with a subsidiary of Royal Dutch Shell (“Shell”), that expires in March |
| 7. | the Torill Knutsen, a shuttle tanker built in 2013 that is currently operating under a time charter with Eni which expires in December |
| 8. | the Ingrid Knutsen, a shuttle tanker built in 2013 that is currently operating under a time charter with Eni which expires in October |
| 9. | the Raquel Knutsen, a shuttle tanker built in 2015 that is currently operating under a time charter contract that expires in June |
| 10. | the Tordis Knutsen, a shuttle tanker built in 2016 that is currently operating under a time charter with Shell that expires in September |
| 11. | the Vigdis Knutsen, a shuttle tanker built in 2017 that is currently operating under a bareboat charter with Shell that expires in November |
| 12. | the Lena Knutsen, a shuttle tanker built in 2017 that is currently operating under a time charter with Shell that expires in September |
| 13. | the Anna Knutsen, a shuttle tanker built in 2017 that is currently operating under a time charter contract with Chartering and Shipping Service S.A., a wholly owned subsidiary of TotalEnergies (“TotalEnergies”) that expires in May |
| 14. | the Brasil Knutsen, a shuttle tanker built in 2013 that is currently operating under a time charter contract with Equinor that expires in November |
| 15. | the Tove Knutsen, a shuttle tanker built in 2020 that is currently operating under a time charter contract with Equinor that expires in November |
| 16. | the Synnøve Knutsen, a shuttle tanker built in 2020 that is currently operating under a time charter contract with Equinor that expires in February |
| 17. | the Tuva Knutsen, a shuttle tanker built in 2021 that is currently operating under a time charter contract with TotalEnergies that expires in February |
| 18. | the Live Knutsen, a shuttle tanker built in 2021 that is currently operating under a time charter contract with Galp Sinopec that expires in December |
| 19. | the Daqing Knutsen, a shuttle tanker built in 2022 that is currently operating under a time charter contract with PetroChina that expires in July |
Furthermore, on September 1, 2026, the Partnership acquired from KNOT all of the outstanding shares in the owner of the Hedda Knutsen, a shuttle tanker built in 2024 that is currently operating under a time charter contract with Petrobras that expires in November
12
Lease obligations
The Partnership does not have any material leased assets but has some leased equipment on operational leases on the various ships operating on time charter contracts. As of June 30, 2026, the right-of-use asset and lease liability for operating leases was $
A maturity analysis of the Partnership’s lease liabilities from leased-in equipment as of June 30, 2026 is as follows:
(U.S. Dollars in thousands) | | | |
2026 (excluding the six months ended June 30, 2026) | $ | | |
2027 | | ||
2028 | | ||
Total | | ||
Less imputed interest |
| | |
Carrying value of operating lease liabilities | $ | |
5)Insurance proceeds
Insurance claims for property damage for recoveries up to the amount of loss recognized are recorded when the claims submitted to insurance carriers are probable of recovery. Claims for property damage in excess of the loss recognized and for loss of hire are recognized when the proceeds are received. As of June 30, 2026, and December 31, 2025, the Partnership had open insurance claims for hull and machinery recoveries of $
Loss of hire proceeds of $
Loss of hire proceeds of $
In all these cases, loss of hire proceeds have been recognized as a component of total revenues, since the day rates are recovered under terms of the policy.
6)Other Finance Expenses
(a)Interest Expense
The following table presents the components of interest expense as reported in the consolidated statements of operations for the three and six months ended June 30, 2026 and 2025:
Three Months Ended | Six Months Ended | ||||||||||||
June 30, | June 30, | ||||||||||||
(U.S. Dollars in thousands) | | 2026 | | 2025 | | 2026 | | 2025 | | ||||
Interest expense | $ | | $ | | $ | | $ | | |||||
Amortization of debt issuance cost and fair value of debt assumed |
| |
| |
| |
| | |||||
Total interest expense | $ | | $ | | $ | | $ | | |||||
13
(b)Other Finance Expense
The following table presents the components of other finance expense for three and six months ended June 30, 2026 and 2025:
Three Months Ended | Six Months Ended | ||||||||||||
June 30, | June 30, | ||||||||||||
(U.S. Dollars in thousands) | | 2026 | | 2025 | | 2026 | | 2025 | | ||||
Bank fees, charges | $ | | $ | | $ | | $ | | |||||
Commitment fees |
| |
|
| |
| |
|
| | |||
Total other finance expense | $ | |
| $ | | $ | |
| $ | | |||
7)Derivative Instruments
The unaudited condensed consolidated financial statements include the results of interest rate swap contracts to manage the Partnership’s exposure related to changes in interest rates on its variable rate debt instruments and the results of foreign exchange forward contracts to manage its exposure related to changes in currency exchange rates on its operating expenses, mainly crew expenses, in currency other than the U.S. Dollar and on its contract obligations. The Partnership does not apply hedge accounting for derivative instruments. The Partnership does not speculate using derivative instruments.
By using derivative financial instruments to economically hedge exposures to changes in interest rates, the Partnership exposes itself to credit risk and market risk. Derivative instruments that economically hedge exposures are used for risk management purposes, but these instruments are not designated as hedges for accounting purposes. Credit risk is the failure of the counterparty to perform under the terms of the derivative instrument. When the fair value of a derivative instrument is positive, the counterparty owes the Partnership, which creates credit risk for the Partnership. When the fair value of a derivative instrument is negative, the Partnership owes the counterparty, and, therefore, the Partnership is not exposed to the counterparty’s credit risk in those circumstances. The Partnership minimizes counterparty credit risk in derivative instruments by entering into transactions with major banking and financial institutions. The derivative instruments entered into by the Partnership do not contain credit risk-related contingent features. The Partnership has not entered into master netting agreements with the counterparties to its derivative financial instrument contracts.
Market risk is the adverse effect on the value of a derivative instrument that results from a change in interest rates, currency exchange rates or commodity prices. The market risk associated with interest rate contracts is managed by establishing and monitoring parameters that limit the types and degree of market risk that may be undertaken.
The Partnership assesses interest rate risk by monitoring changes in interest rate exposures that may adversely impact expected future cash flows and by evaluating economical hedging opportunities.
The Partnership has historically used variable interest rate mortgage debt to finance its vessels. The variable interest rate mortgage debt obligations expose the Partnership to variability in interest payments due to changes in interest rates. The Partnership believes that it is prudent to limit the variability of a portion of its interest payments. To meet this objective, the Partnership has entered into interest rate swap contracts which are based on the Secured Overnight Financing Rate (“SOFR”) in order to manage fluctuations in cash flows resulting from changes in the benchmark interest rate of SOFR. These swaps change a portion of the Partnership’s total variable rate cash flow exposure on the mortgage debt obligations to fixed cash flows. Under the terms of the interest rate swap contracts, the Partnership receives SOFR-based variable interest rate payments and makes fixed interest rate payments, thereby creating the equivalent of fixed rate debt for the notional amount of its debt hedged.
As of June 30, 2026, and December 31, 2025, the total notional amount of the Partnership’s outstanding interest rate swap contracts that were entered into in order to hedge outstanding or forecasted debt obligations were $
Changes in the fair value of interest rate swap contracts are reported in realized and unrealized gain (loss) on derivative instruments in the same period in which the related interest affects earnings.
The Partnership and its subsidiaries utilize the U.S. Dollar as their functional and reporting currency, because all of their revenues and the majority of their expenditures, including the majority of their investments in vessels and their financing transactions, are denominated in U.S. Dollars. Payment obligations in currencies other than the U.S. Dollar, and in particular operating expenses in NOK,
14
expose the Partnership to variability in currency exchange rates. The Partnership believes that it is prudent to limit the variability of a portion of its currency exchange exposure where possible. To meet this objective, the Partnership from time to time enters into foreign exchange forward contracts to manage fluctuations in cash flows resulting from changes in the exchange rates towards the U.S. Dollar. The agreements change the variable exchange rate to fixed exchange rates at agreed dates.
The following table presents the realized and unrealized gains and losses that are recognized in earnings as net gain (loss) on derivative instruments for the three and six months ended June 30, 2026 and 2025:
Three Months Ended | Six Months Ended | ||||||||||||
June 30, | June 30, | June 30, | June 30, | ||||||||||
(U.S. Dollars in thousands) | | 2026 | | 2025 | | 2026 | | 2025 | | ||||
Realized gain: |
| |
| |
| |
| |
| ||||
Interest rate swap contracts | $ | | $ | | $ | | $ | | |||||
Total realized gain: |
| |
| |
| |
| | |||||
Unrealized gain (loss): |
|
|
|
| |||||||||
Interest rate swap contracts |
| |
| ( |
| |
| ( | |||||
Total unrealized gain (loss): |
| |
| ( |
| |
| ( | |||||
Total realized and unrealized gain (loss) on derivative instruments: | $ | | $ | ( | $ | | $ | ( | |||||
8)Fair Value Measurements
(a)Fair Value of Assets and Liabilities
The following table presents the carrying amounts and estimated fair values of the Partnership’s assets and liabilities that are measured at fair value on a recurring and non-recurring basis as of June 30, 2026 and December 31, 2025. Fair value is defined as the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
June 30, 2026 | December 31, 2025 | ||||||||||||
| Carrying | | Fair | | Carrying | | Fair | | |||||
(U.S. Dollars in thousands) |
| Amount |
| Value |
| Amount |
| Value |
| ||||
Recurring: | |||||||||||||
Financial assets: | |||||||||||||
Cash and cash equivalents | $ | | $ | | $ | | $ | | |||||
Current derivative assets: |
| |
| |
| |
| | |||||
Interest rate swap contracts |
| |
| |
| |
| | |||||
Non-current derivative assets: |
|
| |
|
| | |||||||
Interest rate swap contracts |
| |
| |
| |
| | |||||
Financial liabilities: |
| |
| |
| |
| | |||||
Current derivative liabilities: |
|
| |
|
| | |||||||
Interest rate swap contracts | — | — | | | |||||||||
Non-current derivative liabilities: |
| |
| |
| |
| | |||||
Interest rate swap contracts | | | | | |||||||||
Long-term debt, current and non-current | | | | | |||||||||
Non-recurring: | |||||||||||||
Non-current asset: | |||||||||||||
Vessel | $ | — | $ | — | $ | | $ | | |||||
The carrying amounts shown in the table above are included in the unaudited interim consolidated balance sheet under the indicated captions. Carrying amount of long-term debt, current and non-current, above excludes capitalized debt issuance cost of $
15
The fair values of the financial instruments shown in the table above as of June 30, 2026 and December 31, 2025 represent the amounts that would be received to sell those assets or that would be paid to transfer those liabilities in an orderly transaction between market participants at that date. Those fair value measurements maximize the use of observable inputs. However, in situations where there is little, if any, market activity for the asset or liability at the measurement date, the fair value measurement reflects the Partnership’s own judgment about the assumptions that market participants would use in pricing the asset or liability. Those judgments are developed by the Partnership based on the best information available in the circumstances, including expected cash flows, appropriately risk-adjusted discount rates and available observable and unobservable inputs.
The following methods and assumptions were used to estimate the fair value of each class of assets and liabilities:
| ● | Cash and cash equivalents and restricted cash: The fair value of the Partnership’s cash balances approximates the carrying amounts due to the current nature of the amounts. As of June 30, 2026 and December 31, 2025 there is |
| ● | Interest rate swap contracts: The fair value of interest rate swap contracts is determined using an income approach using the following significant inputs: (1) the term of the swap contract (weighted average of |
| ● | Long-term debt: With respect to long-term debt measurements, the Partnership uses market interest rates and adjusts for risks, such as its own credit risk. In determining an appropriate spread to reflect its credit standing, the Partnership considered interest rates currently offered to KNOT for similar debt instruments of comparable maturities by KNOT’s and the Partnership’s bankers as well as other banks that regularly compete to provide financing to the Partnership. |
| ● | Vessels: In estimating fair value, the Partnership considers factors related to vessel age, expected residual value, ongoing use of the vessels and equipment, shifts in market conditions and other impacting factors associated with the global oil and maritime transportation industries. This exercise in the fourth quarter of 2025 resulted in an impairment of the Bodil Knutsen owing to her high carrying value and the potential for her earnings in the hands of the Partnership to cease at the age of |
16
b)Fair Value Hierarchy
The following table presents the placement in the fair value hierarchy of assets and liabilities that are measured at fair value on a recurring and non-recurring basis (including items that are required to be measured at fair value or for which fair value is required to be disclosed) as of June 30, 2026 and December 31, 2025:
Fair Value Measurements | |||||||||||||
at Reporting Date Using | |||||||||||||
Quoted Price | |||||||||||||
in Active | Significant | ||||||||||||
Carrying | Markets for | Other | Significant | ||||||||||
Value | Identical | Observable | Unobservable | ||||||||||
June 30, | Assets | Inputs | Inputs | ||||||||||
(U.S. Dollars in thousands) | | 2026 | | (Level 1) | | (Level 2) | | (Level 3) | | ||||
Recurring: | |||||||||||||
Financial assets: | | | | | |||||||||
Cash and cash equivalents | $ | | $ | | $ | — | $ | — | |||||
Current derivative assets: |
| |
| |
| |
| | |||||
Interest rate swap contracts |
| |
| — |
| |
| — | |||||
Non-current derivative assets: |
| |
| |
| |
| | |||||
Interest rate swap contracts |
| |
| — |
| |
| — | |||||
Financial liabilities: |
| |
| |
| |
| | |||||
Non-current derivative liabilities: |
| |
| |
| |
| | |||||
Interest rate swap contracts | | | |||||||||||
Long-term debt, current and non-current | $ | | $ | — | $ | | $ | — | |||||
Fair Value Measurements | |||||||||||||
at Reporting Date Using | |||||||||||||
Quoted Price | |||||||||||||
in Active | Significant | ||||||||||||
Carrying | Markets for | Other | Significant | ||||||||||
Value | Identical | Observable | Unobservable | ||||||||||
December 31, | Assets | Inputs | Inputs | ||||||||||
(U.S. Dollars in thousands) | | 2025 | | (Level 1) | | (Level 2) | | (Level 3) | | ||||
Recurring: | |||||||||||||
Financial assets: | |||||||||||||
Cash and cash equivalents | $ | | $ | | $ | — | $ | — | |||||
Current derivative assets: |
| |
| |
| |
| | |||||
Interest rate swap contracts |
| |
| — |
| |
| — | |||||
Non-current derivative assets: |
| |
| |
| |
| | |||||
Interest rate swap contracts |
| |
| — |
| |
| — | |||||
Financial liabilities: |
| |
| |
| |
| | |||||
Current derivative liabilities: | |||||||||||||
Interest rate swap contracts | | — | | — | |||||||||
Non-current derivative liabilities: |
| |
| |
| |
| | |||||
Interest rate swap contracts | | | |||||||||||
Long-term debt, current and non-current | $ | | $ | — | $ | | $ | — | |||||
Non-recurring: | |||||||||||||
Non-current asset: | |||||||||||||
Vessel | $ | | $ | — | $ | — | $ | | |||||
The Partnership’s accounting policy is to recognize transfers between levels of the fair value hierarchy on the date of the event or change in circumstances that caused the transfer. There were
17
9)Income Taxes
Components of Current and Deferred Tax Expense
All of the income from continuing operations before income taxes was taxable in Norway for the three and six months ended June 30, 2026 and 2025. Our Norwegian subsidiaries are subject to Norwegian tonnage tax rather than ordinary corporate taxation. Under the tonnage tax regime, tax is payable based on the tonnage of the vessel, not on operating income, and is included within operating expenses. Net financial income and expense remain taxable as ordinary income at the regular corporate income tax rate of
Taxes payable related to the entrance tax, a one-time tax payable by the Partnership related to certain subsidiaries on entering the Norwegian tonnage tax system, and income taxes attributable to income from continuing operations are calculated based on the Norwegian corporate tax rate of
Significant components of current and deferred income tax expense attributable to income from continuing operations for the three and six months ended June 30, 2026 and 2025 were as follows:
Three Months Ended | Six Months Ended |
| |||||||||||
June 30, | June 30, | ||||||||||||
(U.S. Dollars in thousands) | | 2026 | | 2025 | | 2026 | | 2025 |
| ||||
Income (loss) before income taxes | $ | | $ | | $ | | $ | | |||||
Income tax benefit (expense) | ( | ( | ( | ( | |||||||||
Effective tax rate | ( | % | ( | % | ( | % | ( | % | |||||
Income tax expenses for the three and six months ended June 30, 2026 and 2025 consist of the following:
Three Months Ended |
| Six Months Ended |
| ||||||||||||
June 30, | June 30, | ||||||||||||||
(U.S. Dollars in thousands) | | 2026 | | 2025 |
| | 2026 | | 2025 |
| | ||||
Income tax benefit (expense) within Norwegian tonnage tax regime | $ | ( | $ | ( | $ | ( | $ | ( | |||||||
Income tax benefit (expense) within UK |
| — |
| ( |
| ( |
| ( | |||||||
Income tax benefit (expense) | ( | ( | ( | ( | |||||||||||
Effective tax rate | ( | % | ( | % | ( | % | ( | % | |||||||
The Partnership records a valuation allowance against deferred tax assets when it is more likely than not that some or all of the benefit from the deferred tax assets will not be realized. In assessing the need for a valuation allowance against deferred tax assets, which relate to financial loss carry forwards and other deferred tax assets within the tonnage tax regime, the Partnership considers whether it is more-likely-than-not that some portion or all of the deferred tax assets will not be realized taking into account all the positive and negative evidence available. The Partnership has determined that part of the deferred tax assets are likely to not be realized, and therefore a valuation allowance is recognized as of June 30, 2026, and December 31, 2025. KNOT Shuttle Tankers AS has taxable income, and the Partnership has determined it is more likely than not that some of the benefit from the deferred tax assets would be realized based on the weight of available evidence. As of June 30, 2026 and December 31, 2025, the Partnership has determined that $
18
10)Vessels and Equipment
As of June 30, 2026 and December 31, 2025, Vessels with a book value of $
Vessels & | Accumulated | Accumulated | ||||||||||
(U.S. Dollars in thousands) | | equipment | | depreciation | | impairment | | Net Vessels | ||||
Vessels, December 31, 2024 | $ | | $ | ( | $ | ( | $ | | ||||
Additions (1) |
| |
| — | — |
| | |||||
Drydock costs |
| |
| — | — |
| | |||||
Disposals (2) |
| ( |
| | |
| ( | |||||
Depreciation and impairment for the period (3) |
| — |
| ( | ( |
| ( | |||||
Vessels, December 31, 2025 | $ | | $ | ( | $ | ( | $ | | ||||
Additions |
| | — | — | | |||||||
Drydock costs |
| | — | — | | |||||||
Disposals |
| ( | | — | — | |||||||
Depreciation for the period |
| — | ( | — | ( | |||||||
Vessels, June 30, 2026 | $ | | $ | ( | $ | ( | $ | | ||||
| (1) | On March 3, 2025, the Partnership acquired KNOT’s |
| (2) | On March 3, 2025, the Partnership sold to KNOT its |
| (3) | The carrying value of the Bodil Knutsen was written down to its estimated fair value as of December 31, 2025. |
Drydocking activity as of June 30, 2026 and December 31, 2025 is summarized as follows:
(U.S. Dollars in thousands) | | At June 30, 2026 | | At December 31, 2025 | | ||
Balance at the beginning of the year | $ | | $ | | |||
Costs incurred for drydocking |
| |
| | |||
Costs allocated to drydocking as part of acquisition of asset |
| — |
| | |||
Drydock amortization as part of sale of asset | — | ( | |||||
Drydock amortization |
| ( |
| ( | |||
Balance at period end | $ | | $ | | |||
11)Inventory
The following table presents the inventory as of June 30, 2026 and December 31, 2025:
(U.S. Dollars in thousands) | | At June 30, 2026 | At December 31, 2025 | | |
Lubricating oil | | | |||
Bunkers | | — | |||
Total inventory | | |
12) Contract Liabilities
The unfavorable contractual rights for the time charter contract associated with Tuva Knutsen were obtained in connection with the acquisition in 2024 that had unfavorable contractual terms relative to market as of the acquisition date. The Tuva Knutsen commenced on its
The unfavorable contractual rights for the time charter contract associated with Live Knutsen were obtained in connection with the acquisition in 2025 that had unfavorable contractual terms relative to market as of the acquisition date. The Live Knutsen commenced on its
19
rights related to the Live Knutsen are split between the firm contract period and the option period and both are amortized to time charter revenue on a straight-line basis over the remaining term of their estimated period and the option ending in December 2032.
The unfavorable contractual rights for the time charter contract associated with Daqing Knutsen were obtained in connection with an acquisition in 2025 that had unfavorable contractual terms relative to market as of acquisition date. The Daqing Knutsen commenced on its
| Unfavourable | | Unfavourable | Unfavourable | | Total | ||||||
contract rights | contract rights | contract rights | Contract | |||||||||
(U.S. Dollars in thousands) | Tuva Knutsen | Live Knutsen | Daqing Knutsen | liabilities | ||||||||
Contract liabilities, December 31, 2024 |
| $ | ( |
| $ | — | $ | — |
| $ | ( | |
Additions | — | ( | ( | ( | ||||||||
Amortization for the period | | | | | ||||||||
Contract liabilities, December 31, 2025 | ( | ( | ( | ( | ||||||||
Amortization for the period | | | | | ||||||||
Contract liabilities, June 30, 2026 | $ | ( | $ | ( | $ | ( | $ | ( | ||||
The following table presents the Partnership`s outstanding contractliabilities as of June 30, 2026.
(U.S. Dollars in thousands) | | ||
2026 (excluding the six months ended June 30, 2026) | $ | ( | |
2027 | ( | ||
2028 | ( | ||
2029 | ( | ||
2030 and thereafter | ( | ||
Total |
| $ | ( |
20
13)Long-Term Debt
As of June 30, 2026 and December 31, 2025, the Partnership had the following debt amounts outstanding:
June 30, | December 31, | ||||||||
(U.S. Dollars in thousands) | | Vessel | | 2026 | | 2025 | | ||
$ | Anna Knutsen, Tordis Knutsen, Vigdis Knutsen, Brasil Knutsen, Lena Knutsen | $ | | $ | | ||||
$ | Windsor Knutsen, Bodil Knutsen, Carmen Knutsen, Fortaleza Knutsen, Recife Knutsen, Ingrid Knutsen | | | ||||||
$ |
| Hilda Knutsen |
| |
| | |||
$ | Tuva Knutsen | | | ||||||
$ |
| Live Knutsen |
| |
| | |||
$ |
| Synnøve Knutsen |
| |
| | |||
$ | Daqing Knutsen | | | ||||||
$ | | | |||||||
$ | — | — | |||||||
Raquel Sale & Leaseback | Raquel Knutsen | | | ||||||
Torill Sale & Leaseback | Torill Knutsen | | | ||||||
Tove Sale & Leaseback | Tove Knutsen | | | ||||||
Total long-term debt |
| | $ | | $ | | |||
Less: current installments |
| |
| |
| | |||
Less: unamortized deferred loan issuance costs |
| |
| |
| | |||
Current portion of long-term debt |
| |
| |
| | |||
Amounts due after one year |
| |
| |
| | |||
Less: unamortized deferred loan issuance costs |
| |
| |
| | |||
Long-term debt, less current installments, and unamortized deferred loan issuance costs |
| | $ | | $ | | |||
The Partnership’s outstanding debt of $
Sale & | Period | |||||||||||
(U.S. Dollars in thousands) | | Leaseback | | repayment | | Balloon repayment | | Total | ||||
Remainder of 2026 | $ | | $ | | $ | | $ | | ||||
2027 | |
| |
| |
| | |||||
2028 | | | | | ||||||||
2029 | | | — | | ||||||||
2030 | | | | | ||||||||
2031 and thereafter | | | | | ||||||||
Total | $ | | $ | | $ | | $ | | ||||
As of June 30, 2026, the interest rates on the Partnership’s loan agreements were plus a margin ranging from
$
On June 28, 2024, Knutsen Canadian Chartering AS, the subsidiary owning the Hedda Knutsen, as borrower, entered into a $
21
maturity on October 24, 2031, of $
The $
| ● | The borrower shall at all times maintain liquidity equal or greater than $ |
| ● | Positive working capital of the Partnership; |
| ● | Minimum liquidity of the Partnership of the higher of $ |
| ● | Minimum book equity ratio for the Partnership of |
| ● | Minimum EBITDA to interest ratio for the Partnership of |
The $
$
On August 7, 2026, the Partnership’s subsidiaries that own the Tordis Knutsen, the Vigdis Knutsen, the Lena Knutsen, the Anna Knutsen and the Brasil Knutsen, entered into a new $
The $
| ● | Each borrower shall at all times maintain liquidity equal to or greater than $ |
| ● | Positive working capital of the Partnership; |
| ● | Minimum liquidity of the Partnership of the higher of $ |
| ● | Minimum book equity ratio for the Partnership of |
| ● | Minimum EBITDA to interest ratio for the Partnership of |
The $
22
14)Related Party Transactions
(a)Related Parties
Net income (expense) from related parties included in the unaudited condensed consolidated statements of operations for the three and six months ended June 30, 2026 and 2025 are as follows:
Three Months Ended | Six Months Ended | ||||||||||||
June 30, | June 30, | ||||||||||||
(U.S. Dollars in thousands) | | 2026 | | 2025 | | 2026 | | 2025 | | ||||
Statements of operations: | | | | | |||||||||
Time charter and bareboat revenues: | |||||||||||||
Time charter income from KNOT (1) | $ | | $ | — | $ | | $ | | |||||
Operating expenses: |
|
|
|
| |||||||||
Vessel operating expenses (2) | | | | | |||||||||
Technical and operational management fee from KNOT to Vessels (3) |
| |
| |
| |
| | |||||
Operating expenses from other related parties (4) | | | | | |||||||||
General and administrative expenses: |
|
|
|
| |||||||||
Administration fee from KNOT Management (5) |
| |
| |
| |
| | |||||
Administration fee from KOAS (5) |
| |
| |
| |
| | |||||
Administration fee from KOAS UK (5) |
| |
| |
| |
| | |||||
Administration and management fee from KNOT (6) |
| — |
| |
| — |
| | |||||
Total income (expenses) | $ | ( | $ | ( | $ | ( | $ | ( | |||||
(U.S. Dollars in thousands) | | At June 30, 2026 | | At December 31, 2025 | | ||
Balance Sheet: | |||||||
Vessels: | |||||||
Drydocking supervision fee from KNOT (7) | $ | | $ | | |||
Drydocking supervision fee from KOAS (7) | ( | | |||||
Total | $ | | $ | | |||
| (1) | Time charter income from KNOT: Time charter contracts with Knutsen Shuttle Tankers Pool AS have been in operation in respect of the Hilda Knutsen since the third quarter of 2022 until her delivery to Brazil Shipping I Limited in March 2025; the Bodil Knutsen for five days in February 2026, the Torill Knutsen for four days in June 2026 and the Fortaleza Knutsen for nine days in June 2026 and thereafter since August 7, 2026. |
| (2) | Vessel operating expenses: KNOT Management provides technical and operational management of the vessels on time charter including crewing and crew training services. |
| (3) | Technical and operational management fee, from KNOT Management to Vessels: KNOT Management provides technical and operational management of the vessels on time charter including crewing, purchasing, maintenance and other operational service. In addition, there is also a charge for 24-hour emergency response services provided by KNOT Management for all vessels managed by KNOT Management. |
| (4) | Operating expenses from other related parties: Simsea Real Operations AS, a company jointly owned by the Partnership’s Chairman of the Board, Trygve Seglem, and by other third-party shipping companies in Haugesund, provides simulation, operational training assessment and other certified maritime courses for seafarers. The cost is course fees for seafarers. Knutsen OAS Crewing AS, a subsidiary of TSSI, provides administrative services related to Eastern European crew on vessels operating on time charter contracts. The cost is a fixed fee per month per such crew member onboard a vessel. Level Power & Automation AS, a company that provides the Partnership’s vessels with equipment and inspection services, is owned by Level Group AS, where Trygve Seglem, his family and members of TSSI management have significant influence. |
| (5) | Administration fee from KNOT Management, Knutsen OAS Shipping AS (“KOAS”) and Knutsen OAS (UK) Ltd. (“KOAS UK”): Administration costs include compensation and benefits of KNOT Management’s management and administrative staff on a time-spent basis as well as other general and administration expenses. Some services are also provided by KOAS and KOAS UK. Net costs are total administration cost plus a |
23
| from year to year based on the administration and financing services provided each year. KNOT Management also charges each subsidiary a fixed annual fee for the preparation of statutory financial statements. |
| (6) | Administration and management fee from KNOT Management: For bareboat charters, the shipowner is not responsible for providing crewing or other operational services and the customer is responsible for all vessel operating expenses and voyage expenses. However, each of the vessels under bareboat charters is subject to a management and administration agreement with either KNOT Management, pursuant to which these companies provide general monitoring services for the vessels in exchange for an annual fee. |
| (7) | Drydocking supervision fee from KNOT Management and KOAS: KNOT Management and KOAS provide supervision and hire out service personnel during drydocking of the vessels. |
(b)Transactions with Management and Directors
Trygve Seglem, the Chairman of the Partnership’s board of directors and the President and CEO of KNOT, controls Seglem Holding AS, which owns
See the footnotes to Note 14(a)—Related Party Transactions for a discussion of transactions with management and directors included in the unaudited condensed consolidated statements of operations.
(c)Amounts Due from (to) Related Parties
Balances with related parties consisted of the following:
At June 30, | At December 31, | ||||||
(U.S. Dollars in thousands) | | 2026 | | 2025 | | ||
Balance Sheet: |
| |
| |
| ||
Trading balances due from KOAS | $ | | $ | | |||
Trading balances due from KNOT and affiliates |
| — |
| | |||
Amount due from related parties | $ | | $ | | |||
$ | | $ | | ||||
| |
| | ||||
$ | | $ | | ||||
Amounts due from (to) related parties are unsecured and are intended to be settled in the ordinary course of business. The majority of these related party transactions relate to vessel management and other fees due to KNOT, KNOT Management, KOAS UK and KOAS.
(d)Trade accounts payable
Trade accounts payable to related parties are included in total trade accounts payable in the balance sheet. The balances to related parties consisted of the following:
At June 30, | At December 31, | ||||||
(U.S. Dollars in thousands) | | 2026 | | 2025 | | ||
Balance Sheet: | | | |||||
Trading balances due to KOAS | $ | | $ | | |||
Trading balances due to KNOT and affiliates |
| |
| | |||
Trade accounts payables to related parties | $ | | $ | | |||
24
Trading balances from KNOT and affiliates are included in other current assets in the balance sheet. The balances from related parties consisted of the following:
| At June 30, | | At December 31, | | |||
(U.S. Dollars in thousands) | 2026 | 2025 | |||||
Balance Sheet: |
| |
| |
| ||
Other trading balances due from KOAS | $ | | $ | | |||
Other trading balances due from KNOT and affiliates | | | |||||
Other current assets from related parties | $ | | $ | | |||
(e) Acquisitions from KNOT
On September 1, 2026, the Partnership acquired KNOT’s
The board of directors of the Partnership (the “Board”) and the Conflicts Committee of the Board approved the purchase price for this acquisition. The Conflicts Committee retained an outside financial adviser and outside legal counsel to assist.
15)Commitments and Contingencies
Assets Pledged
As of June 30, 2026 and December 31, 2025, Vessels with a book value of $
Claims and Legal Proceedings
Under the Partnership’s time charter contracts, claims to reduce charter hire payments can be made by customers if the Vessel does not perform to certain specifications as set out in the relevant contract.
From time to time, the Partnership is involved in various claims and legal actions arising in the ordinary course of business. In the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on the consolidated financial position, results of operations or cash flows.
Insurance
The Partnership maintains insurance on all the Vessels to insure against loss of charter hire and marine and war risks, which includes damage to or total loss of the Vessels, with each type of insurance subject to deductible amounts that average $
Under the loss of hire policies, the insurer will pay compensation for the lost hire rate agreed in respect of each Vessel for each day, in excess of
25
16)Earnings per Unit and Cash Distributions
The calculations of basic and diluted earnings per unit (1) are presented below:
Three Months Ended | Six Months Ended | ||||||||||||
June 30, | June 30, | ||||||||||||
(U.S. Dollars in thousands, except per unit data) | | 2026 | | 2025 | | 2026 | | 2025 | | ||||
Net income (loss) | $ | | $ | | $ | | $ | | |||||
Less: Series A Preferred unitholders’ interest in net income (loss) | | | | | |||||||||
Net income (loss) attributable to the unitholders of KNOT Offshore Partners LP | | | | | |||||||||
Less: Distributions (2) | | | | | |||||||||
Under (over) distributed earnings | ( | | ( | | |||||||||
Under (over) distributed earnings attributable to: | |||||||||||||
Common unitholders | ( | | ( | | |||||||||
Class B unitholders (3) | — | — | — | — | |||||||||
General Partner | ( | | ( | | |||||||||
Weighted average units outstanding (basic) (in thousands): | |||||||||||||
Common unitholders | | | | | |||||||||
Class B unitholders | | | | | |||||||||
General Partner | | | | | |||||||||
Weighted average units outstanding (diluted) (in thousands): | |||||||||||||
Common unitholders | | | | | |||||||||
Class B unitholders | | | | | |||||||||
General Partner | | | | | |||||||||
Earnings per unit (basic): | |||||||||||||
Common unitholders | $ | | $ | | $ | | $ | | |||||
Class B unitholders (3) | — | — | — | — | |||||||||
General Partner | | | | | |||||||||
Earnings per unit (diluted): | |||||||||||||
Common unitholders (4) | $ | | $ | | $ | | $ | | |||||
Class B unitholders (3) | — | — | — | — | |||||||||
General Partner | | | | | |||||||||
Cash distributions declared and paid in the period per unit (5) | $ | | $ | | $ | | $ | | |||||
Subsequent event: Cash distributions declared and paid per unit relating to the period (6) | $ | | $ | | $ | | $ | | |||||
| (1) | Earnings per unit have been calculated in accordance with the cash distribution provisions set forth in the Partnership’s agreement of limited partnership (the “Partnership Agreement”). |
| (2) | This refers to distributions made or to be made in relation to the period irrespective of the declaration and payment dates and based on the number of units outstanding at the record date. |
| (3) | When the distribution target is not met, there is no allocation of net income (loss) to Class B units. |
| (4) | Diluted weighted average units outstanding and earnings per unit diluted for the three and six months ended June 30, 2026 and 2025 does not reflect any potential common units relating to the Series A Preferred Units since the assumed issuance of any additional units would be anti-dilutive. |
| (5) | Refers to cash distributions declared and paid during the period. |
| (6) | Refers to cash distributions declared and paid subsequent to the period end. |
The Series A Preferred Units rank senior to the common units and Class B Units as to the payment of distributions and amounts payable upon liquidation, dissolution or winding up. The Series A Preferred Units have a liquidation preference of $
26
are entitled to cumulative distributions from their initial issuance date, with distributions being calculated at an annual rate of
The Series A Preferred Units are generally convertible, at the option of the holders of the Series A Preferred Units, into common units at the applicable conversion rate. The conversion rate will be subject to adjustment under certain circumstances. In addition, the conversion rate will be redetermined on a quarterly basis, such that the conversion rate will be equal to $
Upon a change of control of the Partnership, the holders of Series A Preferred Units will have the right to require cash redemption at
The Series A Preferred Units have voting rights that are identical to the voting rights of the common units and Class B Units, except they do not have any right to nominate, appoint or elect any of the directors of the Board, except whenever distributions payable on the Series A Preferred Units have not been declared and paid for four consecutive quarters (a “Trigger Event”). Upon a Trigger Event, holders of Series A Preferred Units, together with the holders of any other series of preferred units upon which like rights have been conferred and are exercisable, may replace one of the members of the Board appointed by the General Partner with a person nominated by such holders, such nominee to serve until all accrued and unpaid distributions on the preferred units have been paid. The Series A Preferred Units are entitled to vote with the common units and Class B Units as a single class so that the Series A Preferred Units are entitled to
On September 7, 2021, the Partnership entered into an exchange agreement with its general partner and KNOT whereby KNOT contributed to the Partnership all of KNOT’s IDRs in exchange for the issuance by the Partnership to KNOT of
For each quarter (starting with the quarter ended September 30, 2021) that the Partnership pays distributions on the common units that are at or above the Distribution Threshold, -eighth of the number of Class B Units originally issued will be converted to common units on a
As of December 31, 2025 and June 30, 2026, a total of
After the payment of the Partnership’s quarterly cash distributions in respect of the fourth quarter of 2022 through to the second quarter of 2026 inclusive,
As of June 30, 2026,
27
the form of
Earnings per unit – basic is determined by dividing net income, after deducting the amount of net income attributable to the Series A Preferred Units and the distribution paid or to be made in relation to the period, by the weighted-average number of units outstanding during the applicable period.
The computation of limited partners’ interest in net income per common unit – diluted assumes the issuance of common units for all potentially dilutive securities consisting of
The General Partner’s, Class B unitholders’ and common unitholders’ interest in net income was calculated as if all net income was distributed according to the terms of the Partnership Agreement, regardless of whether those earnings would or could be distributed. The Partnership Agreement does not provide for the distribution of net income. Rather, it provides for the distribution of available cash, which is a contractually defined term that generally means all cash on hand at the end of each quarter less the amount of cash reserves established by the Board to provide for the proper conduct of the Partnership’s business, including reserves for future capital expenditures, anticipated credit needs and capital requirements and any accumulated distributions on, or redemptions of, the Series A Preferred Units. Unlike available cash, net income is affected by non-cash items, such as depreciation and amortization, unrealized gains and losses on derivative instruments and unrealized foreign currency gains and losses.
17)Unit Activity
There was no movement in the number of common units, Class B Units, general partner units and Series A Preferred Units from December 31, 2025 until June 30, 2026.
18)Trade Accounts Receivable and Other Current Assets
(a)Trade Accounts Receivable
Trade accounts receivable are presented net of provisions for expected credit loss. As of June 30, 2026 and December 31, 2025, there were
(b)Other Current Assets
The following table presents other currents assets of June 30, 2026 and December 31, 2025:
(U.S. Dollars in thousands) | | At June 30, 2026 | | At December 31, 2025 | | ||
Trade receivables | $ | | $ | | |||
Trade receivables due from KNOT and affiliates (refer to note 14 (d)) | | | |||||
Insurance claims for recoveries (refer to note 5) | | | |||||
Refund of value added tax | | | |||||
Prepaid expenses |
| |
| | |||
EU ETS (refer to note 20) |
| |
| | |||
Other receivables | | | |||||
Total other current assets | $ | | $ | | |||
28
19)Accrued expenses
The following table presents accrued expenses as of June 30, 2026 and December 31, 2025:
(U.S. Dollars in thousands) | | At June 30, 2026 | At December 31, 2025 | | |||
Operating expenses | $ | | $ | | |||
Interest expenses |
| |
| | |||
EU ETS (refer to note 20) | | | |||||
Other expenses |
| |
| | |||
Total accrued expenses | $ | | $ | | |||
20) Emission Trading System
(U.S. Dollars in thousands) | | At June 30, 2026 | At December 31, 2025 | |||
Balance Sheet: | ||||||
Current assets | ||||||
EU ETS (1) receivables for 2025 due at September 30, 2026 (refer to note 18 (b)) | $ | | $ | | ||
Non-current assets: | ||||||
EU ETS (1) receivables for 2026 due at September 30, 2027 |
| |
| — | ||
Total ETS receivables | $ | | $ | | ||
(U.S. Dollars in thousands) | | At June 30, 2026 | At December 31, 2025 | |||
Balance Sheet: | ||||||
Current liabilities | ||||||
EU ETS (1) liabilities for 2025 due at September 30, 2026 (refer to note 19) | $ | | $ | | ||
Non-current liabilities: | ||||||
EU ETS (1) liabilities for 2026 due at September 30, 2027 |
| |
| — | ||
Total ETS liabilities | $ | | $ | | ||
| (1) | The EUs Emission Trading Systems (EU ETS) require that companies are responsible for surrendering CO2 quotas (EU Allowances, EUA’s) to the authorities. EU ETS and the total EUA follows the consumption of bunkers, and the cost is treated like cost of bunkers when the vessel is off-hire, i.e., EU-ETS/EUA is the owners’ cost when the vessel is off hire. EU-ETS/EUA is also owners’ cost for vessels operating in the spot market. |
21)Impairment of Long-Lived Assets
The carrying value of the Partnership’s fleet is regularly assessed as events or changes in circumstances may indicate that a vessel’s net carrying value exceeds the net undiscounted cash flows expected to be generated over its remaining useful life, and in such situation the carrying amount of the vessel is reduced to its estimated fair value. The Partnership considers factors related to vessel age, expected residual value, ongoing use of the vessels and equipment, shifts in market conditions and other impacting factors associated with the shuttle tanker business as well as the wider global oil and maritime transportation industries. This exercise in the first and second quarters of both 2026 and 2025 did
As of January 1, 2026, the Partnership changed the useful life estimate of each of the vessels in its fleet from
29
22)Subsequent Events
The Partnership has evaluated subsequent events from the balance sheet date through September 9, 2026, the date at which the unaudited condensed consolidated financial statements were available to be issued, and determined that there are no other items to disclose, except as follows:
Cash Distributions
On July 7, 2026, the Partnership declared a quarterly cash distribution of $
Fortaleza Knutsen
In mid-April 2026, the Fortaleza Knutsen commenced a drydocking in Europe, following redelivery in Europe from Transpetro. Following completion of this drydocking, the Fortaleza Knutsen carried an interim cargo in late June 2026 and thereafter commenced operations in early August 2026 in the North Sea pursuant to a time charter to Knutsen NYK for a fixed period of one year plus two charterer’s options each for one additional year.
Synnøve Knutsen time charter extension
On July 3, 2026, Equinor exercised their option to extend their time charter for the Synnøve Knutsen for two years, until February 2029.
Recife Knutsen drydocking
In late July 2026, the Recife Knutsen commenced a scheduled drydocking, which is due to complete in early October 2026. Thereafter, the Recife Knutsen is due to commence operations in Brazil for a fixed period of two years, pursuant to the time charter to Transpetro that had been executed on April 24, 2026.
$
On August 7, 2026, the Partnership’s subsidiaries that own the Tordis Knutsen, the Vigdis Knutsen, the Lena Knutsen, the Anna Knutsen and the Brasil Knutsen, entered into a new $
Hedda Knutsen Acquisition
On September 1, 2026, the Partnership’s subsidiary, KNOT Shuttle Tankers AS, acquired Knutsen Canadian Chartering AS, the company that owns the shuttle tanker Hedda Knutsen, from Knutsen NYK (the “Hedda Knutsen Acquisition”). The purchase price for the Hedda Knutsen Acquisition was $
The $
30
The Hedda Knutsen is operating in Brazil on a charter contract with Petrobras, for which the current fixed period expires in November 2034, and for which the charterer holds options for a further
The Hedda Knutsen Acquisition was approved by the Board and the Conflicts Committee, who were supported by an outside independent financial advisor and outside legal counsel.
Ingrid Knutsen Charter
On September 2, 2026, agreement was reached with Eni for a time charter on the Ingrid Knutsen commencing early October 2026 for
31
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Unless the context otherwise requires, references in this report to the “Partnership,” “KNOT Offshore Partners,” “we,” “our,” “us” or like terms, refer to KNOT Offshore Partners LP and its subsidiaries. Those statements in this section that are not historical in nature should be deemed forward-looking statements that are inherently uncertain. See “Forward-Looking Statements” for a discussion of the factors that could cause actual results to differ materially from those projected in these statements.
This section should be read in conjunction with our unaudited condensed consolidated financial statements for the periods presented elsewhere in this report, as well as our historical consolidated financial statements and notes thereto included in our Annual Report on Form 20-F for the year ended December 31, 2025 (the “2025 20-F”). Under our Partnership Agreement, KNOT Offshore Partners GP LLC, the general partner of the Partnership (the “General Partner”), has irrevocably delegated to the Partnership’s board of directors the power to oversee and direct the operations of, and to manage and determine the strategies and policies of, the Partnership. During the period from the Partnership’s initial public offering (“IPO”) in April 2013 until the time of the Partnership’s first annual general meeting (“AGM”) on June 25, 2013, the General Partner retained the sole power to appoint, remove and replace all members of the Partnership’s board of directors. From the first AGM, four of the seven board members became electable by the common unitholders and accordingly, from this date, the General Partner no longer retained the power to control the Partnership’s board of directors and, hence, the Partnership. As a result, the Partnership is no longer considered to be under common control with Knutsen NYK Offshore Tankers AS (“KNOT” or “Knutsen NYK”) and as a consequence, the Partnership no longer accounts for any vessel acquisitions from KNOT as transfer of a business between entities under common control.
General
We are a limited partnership formed to own, operate and acquire shuttle tankers primarily under long-term charters, which we define as charters of five years or more. Our fleet of shuttle tankers has been contributed to us by KNOT or purchased by us from KNOT. KNOT is jointly owned by TS Shipping Invest AS (“TSSI”) and Nippon Yusen Kaisha (“NYK”). TSSI is controlled by our Chairman and is a private Norwegian company with ownership interests in shuttle tankers, LNG tankers and product/chemical tankers. NYK is a Japanese public company with a fleet exceeding 800 vessels, including bulk carriers, car carriers, containerships, tankers and specialized vessels.
As of June 30, 2026, we had a modern fleet of nineteen shuttle tankers that operate primarily under charters with major oil and gas companies engaged in offshore oil production. Our primary business objective is to generate stable cash flows and provide a sustainable quarterly distribution per unit by chartering our vessels pursuant to long-term charters with high quality customers that generate long-term stable income, and by pursuing strategic and accretive acquisitions of shuttle tankers. Pursuant to the Omnibus Agreement we have entered into with KNOT in connection with the IPO (the “Omnibus Agreement”), we have the right to purchase from KNOT, and KNOT has the obligation to offer to us, any shuttle tankers operating under charters of five or more years. This right will continue throughout the entire term of the Omnibus Agreement. As the shuttle tanker market has continued to improve alongside our own financial position and forward visibility, we anticipate that we will seek to acquire additional vessels under long term charters from KNOT over the next four to five years.
Recent Developments
Cash Distributions
On May 14, 2026, the Partnership paid a quarterly cash distribution of $0.05 per common unit with respect to the quarter ended March 31, 2026 to all common unitholders of record on April 27, 2026. On May 13, 2026, the Partnership paid a quarterly cash distribution to holders of Series A Preferred Units with respect to the quarter ended March 31, 2026 in an aggregate amount equal to $1.7 million.
On August 13, 2026, the Partnership paid a quarterly cash distribution of $0.075 per common unit with respect to the quarter ended June 30, 2026 to all common unitholders of record on July 27, 2026. On August 12, 2026, the Partnership paid a quarterly cash distribution to holders of Series A Preferred Units with respect to the quarter ended June 30, 2026 in an aggregate amount equal to $1.7 million.
32
Termination of discussions around offer from Knutsen NYK
On October 31, 2025, the Partnership received an unsolicited non-binding proposal from Knutsen NYK, pursuant to which Knutsen NYK proposed to acquire through a wholly-owned subsidiary all publicly held common units of the Partnership in exchange for $10 in cash per unit (the “KNOT Offer”). The Conflicts Committee of the Partnership’s Board, which is comprised of only non-KNOT-affiliated directors, retained Evercore Group L.L.C., Richards, Layton & Finger, P.A. and IGB Group as independent advisors to assist it in evaluating the KNOT Offer. The Conflicts Committee and its independent advisors reviewed the KNOT Offer carefully and held a series of discussions with KNOT regarding the potential transaction since receiving the proposal. Following such discussions, on March 19, 2026, the parties announced that they were not able to reach an agreement and have therefore terminated discussions regarding the KNOT Offer.
Hilda Knutsen time charters
On January 5, 2026, we exercised our option to continue the time charter of the Hilda Knutsen with Shell through to March 2027.
On April 22, 2026, a time charter for the Hilda Knutsen was executed with Eni, to commence in June 2027 for a fixed period of three years plus three charterer’s options each for one additional year.
Anna Knutsen time charter extension
On March 20, 2026, TotalEnergies exercised their option to extend their time charter on the Anna Knutsen for one year, until May 2027.
Recife Knutsen time charter
On April 24, 2026, a time charter for the Recife Knutsen was executed with Transpetro, to commence in Q3 2026 for a fixed period of two years.
Offer of Frida Knutsen, Sindre Knutsen and Hedda Knutsen from Knutsen NYK
In early June 2026, Knutsen NYK sought the interest of KNOP in purchasing the shuttle tankers Frida Knutsen, Sindre Knutsen and Hedda Knutsen, pursuant to the omnibus agreement entered into between KNOP and Knutsen NYK at the time of our initial public offering. The Conflicts Committee of our Board of Directors, which is comprised only of directors who are not affiliated with Knutsen NYK, decided not to pursue negotiations in respect of the Frida Knutsen and Sindre Knutsen. These vessels have been in operation in the North Sea since late 2022 and fall outside our business model as they do not have fixed or guaranteed charter contracts of sufficient duration. As a result, Knutsen NYK has no further obligation to offer the Frida Knutsen or the Sindre Knutsen to KNOP unless in the future either vessel secures a charter of at least five years of fixed duration. The Conflicts Committee engaged in negotiations with Knutsen NYK in respect of the Hedda Knutsen.
Purchase of existing Series A Preferred Units by Knutsen NYK
As previously disclosed on Form 13D, on June 15, 2026, Knutsen NYK purchased 1,250,000 of our Series A Preferred Units from Pierfront Capital Mezzanine Fund Pte. Ltd. at a price of $20 per Series A Preferred Unit. KNOP was not a party to this transaction, as the purchase was of existing Series A Preferred Units from a third-party holder. No common units were purchased or sold pursuant to this transaction.
Live Knutsen time charter extension
On June 30, 2026, Galp Sinopec exercised their option to extend their time charter for the Live Knutsen for three years, until December 2029.
Synnøve Knutsen time charter extension
On July 3, 2026, Equinor exercised their option to extend their time charter for the Synnøve Knutsen for two years, until February 2029.
33
$225 million loan facility
On August 7, 2026, the Partnership’s subsidiaries that own the Tordis Knutsen, the Vigdis Knutsen, the Lena Knutsen, the Anna Knutsen and the Brasil Knutsen, entered into a new $225 million senior secured credit facility, with DNB Bank ASA as Agent on behalf of the relevant lenders, in order to refinance their existing term loans in the amount of $225.8 million. The credit facility consists of a term loan and is repayable in 20 consecutive quarterly installments, with a balloon payment of $111.1 million due at maturity in June 2031. The credit facility bears interest at a rate per annum equal to SOFR plus a margin of 1.65%. The credit facility is guaranteed by the Partnership and secured by mortgages on these five vessels. The new senior secured credit facility refinanced the previously existing term loans related to these vessels which were due to mature in September 2026. Closing of this senior secured credit facility took place on August 25, 2026.
Hedda Knutsen Acquisition
On September 1, 2026, the Partnership’s subsidiary, KNOT Shuttle Tankers AS, acquired Knutsen Canadian Chartering AS, the company that owns the shuttle tanker Hedda Knutsen, from Knutsen NYK (the “Hedda Knutsen Acquisition”). The purchase price for the Hedda Knutsen Acquisition was $113.0 million, less $89.4 million of outstanding indebtedness under the secured credit facility related to the Hedda Knutsen (the “$99 million Hedda Loan Facility”) plus capitalized fees of $0.8 million. The cost of the Hedda Knutsen Acquisition was therefore approximately $24.4 million, and will be subject to customary post-closing adjustments for working capital and an interest rate swap.
The $99 million Hedda Loan Facility is repayable in quarterly installments with a final balloon payment (including the final quarterly installment) of $61.9 million due at maturity on October 24, 2031. The $99 million Hedda Loan Facility bears interest at a rate equal to SOFR plus a margin of 1.6%.
The Hedda Knutsen is operating in Brazil on a charter contract with Petrobras, for which the current fixed period expires in November 2034, and for which the charterer holds options for a further 5 years.
The Hedda Knutsen Acquisition was approved by the Board and the Conflicts Committee, who were supported by an outside independent financial advisor and outside legal counsel.
Ingrid Knutsen Charter
On September 2, 2026, agreement was reached with Eni for a time charter on the Ingrid Knutsen commencing early October 2026 for three years fixed plus three options each of one year. This is in direct continuation of the existing time charter to Eni and replaces their existing options.
34
Results of Operations
Three Months Ended June 30, 2026 Compared with the Three Months Ended June 30, 2025
Three Months Ended |
| ||||||||||||
June 30, |
| ||||||||||||
(U.S. Dollars in thousands) | | 2026 | | 2025 | | Change | | % Change |
| ||||
Time charter and bareboat revenues | $ | 92,085 | $ | 85,920 | $ | 6,165 | 7 | % | |||||
Loss of hire insurance recoveries | 4,127 | 607 | 3,520 | 580 | % | ||||||||
Other income |
| 564 |
| 533 |
| 31 |
| 6 | % | ||||
Vessel operating expenses |
| 36,445 |
| 33,005 |
| 3,440 |
| 10 | % | ||||
Voyage expenses and commission | 986 | 944 | 42 | 4 | % | ||||||||
Depreciation |
| 42,087 |
| 29,372 |
| 12,715 |
| 43 | % | ||||
General and administrative expenses |
| 1,701 |
| 1,555 |
| 146 |
| 9 | % | ||||
Interest income |
| 965 |
| 903 |
| 62 |
| 7 | % | ||||
Interest expense |
| (13,801) |
| (15,316) |
| 1,515 |
| (10) | % | ||||
Other finance income (expense) |
| (235) |
| (199) |
| (36) |
| 18 | % | ||||
Realized and unrealized gain (loss) on derivative instruments |
| 1,406 |
| (370) |
| 1,776 |
| (480) | % | ||||
Net gain (loss) on foreign currency transactions |
| (323) |
| (267) |
| (56) |
| 21 | % | ||||
Income tax (expense) |
| (158) |
| (125) |
| (33) |
| 26 | % | ||||
Net income (loss) | $ | 3,411 | $ | 6,810 | $ | (3,399) | (50) | % | |||||
Time charter and bareboat revenues: Time charter and bareboat revenues increased by $6.2 million to $92.1 million for the three months ended June 30, 2026 compared to $85.9 million for the three months ended June 30, 2025. The increase was mainly due to inclusion of the Live Knutsen and the Daqing Knutsen in the fleet from March 3, 2025 and from July 2, 2025, respectively. Reductions in revenue arose from Dan Sabia leaving the fleet from March, 3 2025, and drydocking of the vessel Windsor Knutsen and Raquel Knutsen in the second quarter 2025 and drydocking of the vessel Fortaleza Knutsen in the second quarter of 2026. In addition, commencing in 2025, revenues have included amounts related to EU ETS, which increased from 2025 to 2026 due to the phased implementation of the EU ETS regulations. Under these regulations, allowances have to be submitted for 40% of 2024 emissions, 70% of 2025 emissions and 100% of emissions for 2026 and subsequent years.
Loss of hire insurance recoveries: Loss of hire insurance recoveries for the three months ended June 30, 2026 were $4.1 million, compared to $0.6 million for the three months ended June 30, 2025. The loss of hire insurance recoveries in the three months ended June 30, 2026 related to the Tordis Knutsen in connection with a breakdown of its diesel generator in the first quarter of 2026 and to the Synnøve Knutsen in connection with a steering gear misalignment identified during drydocking in the fourth quarter of 2025. The loss of hire insurance recoveries in the three months ended June 30, 2025 related to the Live Knutsen in connection with an oil leakage from the propeller hub in the fourth quarter of 2022.
Other income: Other income for the three months ended June 30, 2026 was $0.6 million compared to $0.5 million for the three months ended June 30, 2025.
Vessel operating expenses: Vessel operating expenses for the three months ended June 30, 2026 were $36.4 million, an increase of $3.4 million from $33.0 million in the three months ended June 30, 2025. The increase is mainly due to more vessels operating on time charter contracts and more vessels undergoing planned drydocking for the three months ended June 30, 2026 compared to same period last year. Notably, expenses in 2026 and 2025 have included costs related to EU ETS.
Voyage expenses and commission: Voyage expenses and commission for the three months ended June 30, 2026 were $1.0 million and relate to Fortaleza Knutsen and the bunker cost in relation to her planned dry-docking in Europe which was completed before she commenced on a new time charter contract on June 22, 2026. Voyage expenses and commission for the three months ended June 30, 2025 were $0.9 million and relate to Windsor Knutsen and the bunker cost in relation to her planned dry-docking in Europe which was completed before she commenced on a new time charter contract on June 4, 2025.
Depreciation: Depreciation expense for the three months ended June 30, 2026 was $42.1 million compared to $29.4 million for the three months ended June 30, 2025), with the increase being due principally to the reduction in our vessels’ useful life estimate from 23 years to 20 years, which became effective on January 1, 2026.
35
General and administrative expenses: General and administrative expenses for the three months ended June 30, 2026 were $1.7 million compared to $1.6 million for the same period in 2025.
Interest income: Interest income was $1.0 million for the three months ended June 30, 2026 compared to $0.9 million for the three months ended June 30, 2025.
Interest expense: Interest expense for the three months ended June 30, 2026 was $13.8 million, a decrease of $1.5 million from $15.3 million for the three months ended June 30, 2025. The decrease is mainly due to repayment of outstanding debt and a lower SOFR rate.
Other finance income (expense): Other finance expense was $0.2 million for each of the three month periods ended June 30, 2026 and 2025.
Realized and unrealized gain (loss) on derivative instruments: Realized and unrealized gain on derivative instruments for the three months ended June 30, 2026 was $1.4 million, compared to a loss of $0.4 million for the three months ended June 30, 2025, as set forth in the table below:
Three Months Ended | ||||||
June 30, | ||||||
(U.S. Dollars in thousands) | | 2026 | | 2025 | ||
Realized gain: | | | ||||
Interest rate swap contracts | $ | 579 | $ | 2,521 | ||
Total realized gain: |
| 579 |
| 2,521 | ||
Unrealized gain (loss): |
|
| ||||
Interest rate swap contracts |
| 827 |
| (2,891) | ||
Total unrealized gain (loss): |
| 827 |
| (2,891) | ||
Total realized and unrealized gain (loss) on derivative instruments: | $ | 1,406 | $ | (370) | ||
The total notional amount of the Partnership’s outstanding interest rate swap contracts that were entered into in order to offset part of the exposure to interest rate changes in respect of outstanding or forecasted debt obligations was $272.4 million as of June 30, 2026 and $421.2 million as of June 30, 2025. The unrealized gain on derivative instruments in the three months ended June 30, 2026 was related to mark-to-market gain on interest rate swaps of $0.8 million. The unrealized loss on derivative instruments in the three months ended June 30, 2025 was related to a mark-to-market loss on interest rate swaps of $2.9 million.
Net gain (loss) on foreign currency transactions: Net loss on foreign currency transactions for each of the three month periods ended June 30, 2026 and 2025 was $0.3 million.
Income tax expense: Income tax expense for the three months ended June 30, 2026 was $0.2 million compared to $0.1 million for the three months ended June 30, 2025.
Net income (loss): As a result of the foregoing, the Partnership recorded net income of $3.4 million for the three months ended June 30, 2026, compared to net income of $6.8 million for the three months ended June 30, 2025.
36
Six Months Ended June 30, 2026 Compared with the Six Months Ended June 30, 2025
Six Months Ended | |||||||||||||
June 30, |
| ||||||||||||
(U.S. Dollars in thousands) | | 2026 | | 2025 | | Change | | % Change |
| ||||
Time charter and bareboat revenues | $ | 181,309 | $ | 168,911 | $ | 12,398 |
| 7 | % | ||||
Voyage revenues | — | 466 | (466) | (100) | % | ||||||||
Loss of hire insurance recoveries |
| 6,354 | 607 |
| 5,747 |
| 947 | % | |||||
Other income |
| 1,120 |
| 1,105 |
| 15 |
| 1 | % | ||||
Garin from disposal of asset | — | 1,342 | (1,342) | (100) | % | ||||||||
Vessel operating expenses |
| 69,404 |
| 63,614 |
| 5,790 |
| 9 | % | ||||
Voyage expenses and commission | 986 | 1,711 | (725) | (42) | % | ||||||||
Depreciation |
| 83,939 |
| 58,135 |
| 25,804 |
| 44 | % | ||||
General and administrative expenses |
| 4,201 |
| 3,351 |
| 850 |
| 25 | % | ||||
Interest income |
| 1,743 |
| 1,651 |
| 92 |
| 6 | % | ||||
Interest expense |
| (27,724) |
| (30,218) |
| 2,494 |
| (8) | % | ||||
Other finance expense |
| (431) |
| (351) |
| (80) |
| 23 | % | ||||
Realized and unrealized gain (loss) on derivative instruments |
| 2,781 |
| (1,714) |
| 4,495 |
| (262) | % | ||||
Net gain (loss) on foreign currency transactions |
| (149) |
| 107 |
| (256) |
| (239) | % | ||||
Income tax benefit (expense) |
| (435) |
| (704) |
| 269 |
| (38) | % | ||||
Net income (loss) | 6,038 | 14,391 | (8,353) | (58) | % | ||||||||
Time charter and bareboat revenues: Time charter and bareboat revenues increased by $12.4 million to $181.3 million for the six months ended June 30, 2026, compared to $168.9 million for the six months ended June 30, 2025. The increase was mainly due to inclusion of the Live Knutsen and the Daqing Knutsen in the fleet from March 3, 2025 and from July 2, 2025, respectively. Reductions in revenue arose from Dan Sabia leaving the fleet from March, 3 2025, and drydocking of the vessel Windsor Knutsen and Raquel Knutsen in the second quarter 2025 and drydocking of the vessel Tuva Knutsen, and the Bodil Knutsen in the first quarter of 2026 and drydocking of the Fortaleza Knutsen in the second quarter of 2026. In addition, revenues in both 2026 and 2025 include revenues related to EU ETS, with 100% phase in in 2026 compared to 70% phase in in 2025.
Voyage revenues: Voyage revenues for the six months ended June 30, 2026 were nil compared to $0.5 million for the same period last year. Voyage revenues for the six months ended June 30, 2025 relate to spot voyages performed by the Dan Sabia.
Loss of hire insurance recoveries: Loss of hire insurance recoveries for the six months ended June 30, 2026 were $6.4 million compared to $0.6 million for the six months ended June 30, 2025. The loss of hire insurance recoveries in the six months ended June 30, 2026 related to the Windsor Knutsen which had arisen from required thruster repairs carried out over March – May 2025; the Tove Knutsen which had arisen from required steering gear repairs carried out over July – August 2025; the Tordis Knutsen in connection with a breakdown of its diesel generator in the first quarter of 2026, and related to the Synnøve Knutsen which had arisen from required steering gear repairs carried out over October – December 2025. The loss of hire insurance recoveries in the six months ended June 30, 2025 related to the Live Knutsen in connection with an oil leakage from the propeller hub in the fourth quarter of 2022.
Other income: Other income was $1.1 million for each of the six month periods ended June 30, 2026 and 2025.
Gain from disposal of asset: Gain from disposal of asset was nil for the six months ended June 30, 2026 and $1.3 million for the six months ended June 30, 2025. The gain relates to the Dan Sabia Sale, which completed on March 3, 2025.
Vessel operating expenses: Vessel operating expenses for the six months ended June 30, 2026 were $69.4 million, an increase of $5.8 million from $63.6 million in the six months ended June 30, 2025. The increase is mainly due to more vessels operating on time charter contracts and more vessels undergoing planned drydocking for the six months ended June 30, 2026 compared to same period last year. In addition, expenses in both 2026 and 2025 include costs related to EU ETS with an increase in 2026 compared to 2025 due the phase-in, 100% in 2026 compared to 70% in 2025.
Voyage expenses and commission: Voyage expenses and commission for the six months ended June 30, 2026 were $1.0 million and relate to the Fortaleza Knutsen and the bunker cost in relation to her planned dry-docking in Europe which was completed before she commenced on a new time charter contract on June 22, 2026. Voyage expenses and commission for the six months ended June 30, 2025
37
were $1.7 million and relate to Windsor Knutsen and the bunker cost in relation to her planned dry-docking in Europe which was completed before she commenced on a new time charter contract on June 4, 2025.
Depreciation: Depreciation expense for the six months ended June 30, 2026 was $83.9 million, compared to $58.1 million in the six months ended June 30, 2025, with the increase being due principally to the reduction in our vessels’ useful life estimate from 23 years to 20 years, which became effective on January 1, 2026.
General and administrative expenses: General and administrative expenses for the six months ended June 30, 2026 were $4.2 million, compared to $3.4 million for the six months ended June 30, 2025. The increase is mainly due to higher administrative costs associated with Knutsen NYK’s offer to purchase the Partnership’s common units. Discussions regarding the offer were terminated on March 19, 2026.
Interest income: Interest income was $1.7 million for each of the six month periods ended June 30, 2026 and 2025.
Interest expense: Interest expense for the six months ended June 30, 2026 was $27.7 million, a decrease of $2.5 million from $30.2 million in the six months ended June 30, 2025. The decrease is mainly due to repayment of outstanding debt and a lower SOFR rate.
Other finance expense: Other finance expense was $0.4 million for each of the six month periods ended June 30, 2026 and 2025. Other finance expense is primarily related to bank fees and guarantee commissions.
Realized and unrealized gain (loss) on derivative instruments: Realized and unrealized gain on derivative instruments for the six months ended June 30, 2026 was $2.8 million, compared to a loss of $1.7 million for the six months ended June 30, 2025 as set forth in the table below:
Six Months Ended | ||||||||||
June 30, | ||||||||||
(U.S. Dollars in thousands) | | 2026 | | 2025 | $ Change | |||||
Realized gain: | ||||||||||
Interest rate swap contracts | $ | 1,588 | $ | 5,631 | $ | (4,043) | ||||
Total realized gain: |
| 1,588 |
| 5,631 |
| (4,043) | ||||
Unrealized gain (loss): |
|
|
| |||||||
Interest rate swap contracts |
| 1,193 |
| (7,345) |
| 8,538 | ||||
Total unrealized gain (loss): |
| 1,193 |
| (7,345) |
| 8,538 | ||||
Total realized and unrealized gain (loss) on derivative instruments: | $ | 2,781 | $ | (1,714) | $ | 4,495 | ||||
The total notional amount of the Partnership’s outstanding interest rate swap contracts that were entered into in order to offset part of the exposure to interest rate changes in respect of outstanding or forecasted debt obligations was $272.4 million as of June 30, 2026 and $421.2 million as of June 30, 2025. The unrealized gain in the six months ended June 30, 2026 was related to mark-to-market gain on derivative on interest rate swaps of $1.2 million. The unrealized loss in the six months ended June 30, 2025 was related to mark-to-market loss on derivative on interest rate swaps of $7.3 million.
Net gain (loss) on foreign currency transactions: Net loss on foreign currency transactions for the six months ended June 30, 2026 was $0.1 million, compared to a gain of $0.1 million for the six months ended June 30, 2025.
Income tax benefit (expense): Income tax expense for the six months ended June 30, 2026 was $0.4 million compared to income tax expense of $0.7 million for the six months ended June 30, 2025.
Net income (loss): As a result of the foregoing, the Partnership recorded a net income of $6.0 million for the six months ended June 30, 2026, compared to net income of $14.4 million for the six months ended June 30, 2025.
Liquidity and Capital Resources
Liquidity and Cash Needs
We operate in a capital-intensive industry, and we expect to finance the purchase of additional vessels and other capital expenditures through a combination of borrowings from commercial banks, cash generated from operations, and debt and equity financings. In
38
addition to paying distributions, our other liquidity requirements relate to payment of operating costs, servicing our debt, payment of lease obligations, funding investments (including the equity portion of investments in vessels), funding working capital, including drydocking, funding any redemption of Series A Preferred Units and maintaining cash reserves against fluctuations in operating cash flows. As of September 9, 2026, we believe our sources of funds (assuming the current contracted rates are earned from our existing charters), including the undrawn portion of our revolving credit facilities of $48.0 million, are sufficient to meet our working capital and other cash requirements for our current business for at least the next twelve months, assuming that we are able to timely close the refinancings of certain of our senior secured loan facilities, including i) that secured by the Live Knutsen which is due to mature in October 2026 with a repayment due at the time of $65.9 million; ii) that secured by the Tuva Knutsen which is due to mature in January 2027 with a repayment due at the time of $57.4 million; iii) that secured by the Hilda Knutsen which is due to mature in May 2027 with a repayment due at the time of $39.4 million; and iv) that secured by the Daqing Knutsen which is due to mature in June 2027 with a repayment due at the time of $62.3 million. Based on the Partnership’s repeated experience of refinancings and following productive discussions and negotiations with its lending group and other institutions and advisors, Management believes that it will be able to conclude a refinancing of this facility on similar terms prior to maturity.
In addition, the holders of Series A Preferred Units may cause us to redeem the Series A Preferred Units on February 2, 2027 in, at our option, (i) cash at a price equal to 70% of the Issue Price of the Series A Preferred Units (as defined in the Partnership’s Partnership Agreement) or (ii) common units such that each Series A Preferred Unit receives common units worth 80% of the Issue Price. The value (and, therefore, the number) of the common units that may be delivered pursuant thereto will be determined based on the volume-weighted average trading price, as adjusted for splits, combinations and other similar transactions, of our common units as reported on the NYSE for the 30-trading day period ending on the fifth trading day immediately prior to the redemption date. If all Series A Preferred Units are tendered for redemption on February 2, 2027 and we choose to redeem them for cash, the total cost would be approximately $59.5 million, being the product of the $85.0 million aggregate Issue Price of all the outstanding Series A Preferred Units and the cash redemption price described above of 70% thereof.
Generally, our long-term sources of funds are cash from operations, long-term bank borrowings and other debt and equity financings. Because we distribute our available cash, we expect to rely upon external financing sources, including bank borrowings and the issuance of debt and equity securities, to fund acquisitions and other expansion capital expenditures.
On January 11, 2023, we reduced our quarterly common unit distribution to $0.026 per unit. Although we raised our quarterly common unit distribution to $0.05 per unit for the quarter ended March 31, 2026 and to $0.075 per unit for the quarter ended June 30, 2026, we expect to continue to use the substantial majority our internally generated cash flow to provide for working capital, reduce our debt levels, redeem any tendered Series A Preferred Units, strengthen our balance sheet and invest in accretive acquisitions.
Our funding and treasury activities are intended to maximize investment returns while maintaining appropriate liquidity. Cash and cash equivalents are held primarily in U.S. Dollars with some balances held in NOK, British Pounds and Euros. We have not made use of derivative instruments other than for interest rate and currency risk management purposes, and we expect to continue to economically hedge part of our exposure to interest rate fluctuations in the future by entering into new interest rate swap contracts when suitable opportunities arise.
We estimate that we will spend in total approximately $69.5 million for drydocking and classification surveys for the vessels in our fleet as of June 30, 2026, between 2026 and 2029, with approximately $29.0 million of this amount to be spent in the twelve months ending June 30, 2027. As our fleet matures and expands, our drydocking expenses will likely increase. Ongoing costs for compliance with environmental regulations are primarily included as part of our drydocking and society classification survey costs or are a component of our vessel operating expenses. We are not aware of any regulatory changes or environmental liabilities that we currently anticipate will have a material impact on our current or future operations. There will be further costs related to voyages to and from drydocking yards that will depend on the distance from the vessel’s ordinary trading area to the drydocking yard.
As of June 30, 2026, the Partnership had available liquidity of $143.3 million, which consisted of cash and cash equivalents of $95.3 million and undrawn capacity under the revolving credit facilities of $48.0 million. The Partnership’s total interest-bearing obligations outstanding as of June 30, 2026 were $905.9 million ($902.5 million net of debt costs). The average margin paid on the Partnership’s outstanding debt during the second quarter of 2026 was approximately 2.21% over the SOFR.
As of June 30, 2026, the Partnership had total $948.4 million in outstanding obligations, which include installments and interest on long-term debt, sale and leaseback commitments in respect of the Raquel Knutsen, the Torill Knutsen and the Tove Knutsen, interest commitments on interest rate swaps and operating lease commitments. Of the total outstanding obligations, $342.4 million matures within one year and $605.9 million matures after one year.
39
The Unaudited Condensed Consolidated Financial Statements have been prepared assuming that the Partnership will continue as a going concern. As of June 30, 2026, the Partnership’s net current liabilities were $242.2 million. Included in current liabilities are $313.8 million of short-term loan obligations that, as of September 9, 2026, mature before June 30, 2027 and are therefore presented as current debt.
Currently, we do not have any off-balance sheet arrangements.
The following table summarizes our net cash flows from operating, investing and financing activities and our cash and cash equivalents for the periods presented:
Six Months Ended June 30, 2026 Compared with the Six Months Ended June 30, 2025
Six Months Ended June 30, | |||||||
(U.S. Dollars in thousands) | | 2026 | | 2025 | |||
Net cash provided by (used in) operating activities | $ | 66,641 | $ | 67,980 | |||
Net cash provided by (used in) investing activities |
| (569) |
| 827 | |||
Net cash provided by (used in) financing activities |
| (59,737) |
| (69,661) | |||
Effect of exchange rate changes on cash |
| (63) |
| 243 | |||
Net increase in cash and cash equivalents |
| 6,272 |
| (611) | |||
Cash and cash equivalents at the beginning of the period |
| 88,983 |
| 66,933 | |||
Cash and cash equivalents at the end of the period | $ | 95,255 | $ | 66,322 | |||
Net cash provided by operating activities
Net cash provided by operating activities decreased by $1.3 million to $66.6 million in the six months ended June 30, 2026, compared to $68.0 million in the six months ended June 30, 2025. Before changes in working capital, cash provided by operating activities was $75.0 million for the six months ended June 30, 2026, an increase of $5.3 million compared to $69.7 million for the six months ended June 30, 2025. The increase of $5.3 million was primarily driven by higher non-cash depreciation charges following the change in estimated useful lives of the vessels from 23 to 20 years, partly offset by lower net income. Changes in working capital decreased net cash provided by operating activities by $8.3 million for the six months ended June 30, 2026, compared to a consumption of $1.7 million for the six months ended June 30, 2025.
Net cash provided by investing activities
Net cash used in investing activities was $0.6 million in the six months ended June 30, 2026, compared to net cash provided by investing activities of $0.8 million for the six months ended June 30, 2025. The decrease was primarily attributable to higher dry docking and vessel equipment expenditures in 2026, as well as net cash proceeds received from the simultaneous combination of the Dan Sabia Sale and the Live Knutsen Acquisition in 2025.
Net cash used in financing activities
Net cash used in financing activities during the six months ended June 30, 2026 of $59.7 million was mainly related to the following:
| ● | Repayment of long-term debt of $53.7 million related to ordinary installments; and |
| ● | Payment of cash distributions of $6.0 million. |
Net cash used in financing activities during the six months ended June 30, 2025 of $69.7 million was mainly related to the following:
| ● | Repayment of long-term debt of $64.5 million related to ordinary installments; and |
| ● | Payment of cash distributions of $5.2 million. |
40
Borrowing Activities
Long-Term Debt
As of June 30, 2026, and December 31, 2025, the Partnership had the following debt amounts outstanding:
| | June 30, | | December 31, | |||||
(U.S. Dollars in thousands) | Vessel | 2026 | 2025 | ||||||
$345 million loan facility |
| Anna Knutsen, Tordis Knutsen, Vigdis Knutsen, Brasil Knutsen, Lena Knutsen |
| $ | 225,798 | $ | 238,343 | ||
$240 million loan facility |
| Windsor Knutsen, Bodil Knutsen, Carmen Knutsen, Fortaleza Knutsen, Recife Knutsen, Ingrid Knutsen |
| 133,585 |
| 151,321 | |||
$60 million Hilda loan facility | Hilda Knutsen | 45,000 | 48,750 | ||||||
$69 million Tuva loan facility |
| Tuva Knutsen | 59,980 |
| 62,568 | ||||
$73 million Live loan facility |
| Live Knutsen |
| 67,170 |
| 69,658 | |||
$71 million Synnøve loan facility |
| Synnøve Knutsen | 68,707 |
| 71,076 | ||||
$70 million Daqing loan facility | Daqing Knutsen | 65,781 | 68,130 | ||||||
$25 million revolving credit facility with NTT |
|
| 2,000 |
| 2,000 | ||||
$25 million revolving credit facility with Shinsei | — | — | |||||||
Raquel Sale & Leaseback | Raquel Knutsen | 65,130 | 68,010 | ||||||
Torill Sale & Leaseback | Torill Knutsen | 77,435 | 81,921 | ||||||
Tove Sale & Leaseback | Tove Knutsen | 95,329 | 97,856 | ||||||
Total long-term debt |
|
| $ | 905,915 |
| $ | 959,633 | ||
Less: current installments |
|
| 315,261 |
| 383,146 | ||||
Less: unamortized deferred loan issuance costs |
|
| 1,442 |
| 2,020 | ||||
Current portion of long-term debt |
|
| 313,819 |
| 381,126 | ||||
Amounts due after one year |
|
| 590,654 |
| 576,487 | ||||
Less: unamortized deferred loan issuance costs |
|
| 1,964 |
| 2,513 | ||||
Long-term debt, less current installments, and unamortized deferred loan issuance costs |
| $ | 588,690 | $ | 573,974 | ||||
The Partnership’s outstanding debt of $905.9 million ($902.5 million net of debt issuance costs) as of June 30, 2026, is repayable as follows:
Sale & | Period | ||||||||||||
(U.S. Dollars in thousands) | | Leaseback | | repayment | | Balloon repayment | | Total | |||||
Remainder of 2026 | $ | 10,365 | $ | 40,772 | $ | 64,682 | $ | 115,819 | |||||
2027 |
| 21,246 | 61,388 |
| 156,678 | 239,312 | |||||||
2028 |
| 22,345 | 40,754 |
| 78,825 | 141,924 | |||||||
2029 |
| 23,373 | 27,513 |
| — | 50,886 | |||||||
2030 |
| 24,515 | 27,513 |
| 47,384 | 99,412 | |||||||
2031 and thereafter | 136,050 | 11,387 | 111,125 | 258,562 | |||||||||
Total | $ | 237,894 | $ | 209,327 | $ | 458,694 | $ | 905,915 | |||||
As of June 30, 2026, the interest rates on the Partnership’s loan agreements were SOFR plus a fixed margin ranging from 1.94% to 2.40%. The average margin paid on the Partnership’s outstanding debt during the second quarter of 2026 was approximately 2.21% over SOFR.
For more information regarding the Partnership’s credit facilities outstanding as of December 31, 2025, please read Note 17—Long-Term Debt to our consolidated financial statements included in our 2025 20-F. Please see below for a description of additional credit facilities or amendments to existing credit facilities entered into by the Partnership since December 31, 2025. The Partnership is in compliance with all covenants under its credit facilities.
41
$99 Million Hedda Loan Facility
On June 28, 2024, Knutsen Canadian Chartering AS, the subsidiary owning the Hedda Knutsen, as borrower, entered into a $99 million term loan facility with MUFG Bank (Europe) N.V. and other lenders (the “$99 million Hedda Loan Facility”). The $99 million Hedda Loan Facility became one of the Partnership’s debt obligations upon closing of the Hedda Knutsen Acquisition on September 1, 2026. Following repayment of the quarterly installments due prior to September 1, 2026, the outstanding amount of this facility had been reduced to $89.4 million. The $99 million Hedda Loan Facility is repayable in quarterly installments with a final payment due at maturity on October 24, 2031, of $61.9 million, which includes the balloon payment and last quarterly installment. The facility bears interest at a rate per annum equal to SOFR plus a margin of 1.6%. In connection with the Hedda Knutsen Acquisition, the Partnership and KNOT Shuttle Tankers AS became the sole guarantors. The facility is secured by a mortgage on the Hedda Knutsen.
The $99 million Hedda Loan Facility contains the following primary financial covenants:
| ● | The borrower shall at all times maintain liquidity equal or greater than $500,000; |
| ● | Positive working capital of the Partnership; |
| ● | Minimum liquidity of the Partnership of the higher of $15 million (of which at least $10 million is required to be in cash) plus increments of $1.5 million for each owned vessel with less than 12 months remaining tenor on its employment contract up to 8 vessels and $1 million for each owned vessel with less than 12 months remaining tenor on its employment contract up to 12 additional vessels in excess of 8 vessels; |
| ● | Minimum book equity ratio for the Partnership of 30%; and |
| ● | Minimum EBITDA to interest ratio for the Partnership of 2.50. |
The $99 million Hedda Loan Facility also identifies various events that may trigger mandatory reduction, prepayment and cancellation of the facility, including if the market value of the Hedda Knutsen falls below 115% (prior to October 24, 2026), 120% (thereafter but prior to October 24, 2028) or 125% (thereafter) of the outstanding loan, upon total loss or sale of the vessel and customary events of default.
$225 Million Loan Facility
On August 7, 2026, the Partnership’s subsidiaries that own the Tordis Knutsen, the Vigdis Knutsen, the Lena Knutsen, the Anna Knutsen and the Brasil Knutsen, entered into a new $225 million senior secured credit facility, with DNB Bank ASA as Agent on behalf of the relevant lenders, in order to refinance their existing term loans in the amount of $225.8 million. The credit facility consists of a term loan and is repayable in 20 consecutive quarterly installments, with a balloon payment of $111.1 million due at maturity in June 2031. The credit facility bears interest at a rate per annum equal to SOFR plus a margin of 1.65%. The credit facility is guaranteed by the Partnership and secured by mortgages on these five vessels. The new senior secured credit facility refinanced the previously existing term loans related to these vessels which were due to mature in September 2026. Closing of this senior secured credit facility took place on August 25, 2026.
The $225 million Loan Facility contains the following primary financial covenants:
| ● | Each borrower shall at all times maintain liquidity equal to or greater than $250,000; |
| ● | Positive working capital of the Partnership; |
| ● | Minimum liquidity of the Partnership of the higher of $15 million (of which at least $10 million is required to be in cash) plus increments of $1.5 million for each owned vessel with less than 12 months remaining tenor on its employment contract up to 8 vessels and $1 million for each owned vessel with less than 12 months remaining tenor on its employment contract up to 12 vessels; |
| ● | Minimum book equity ratio for the Partnership of 30%; and |
42
| ● | Minimum EBITDA to interest ratio for the Partnership of 2.50. |
The $225 million Loan Facility also identifies various events that may trigger mandatory reduction, prepayment and cancellation of the facility, including if the market value of each vessel falls below 135% of the outstanding loan, upon total loss or sale of the vessel and customary events of default
Derivative Instruments and Hedging Activities
We use derivative instruments to reduce the risks associated with fluctuations in interest rates. We have a portfolio of interest rate swap contracts that exchange or swap floating rate interest to fixed rates, which, from a financial perspective, hedges our obligations to make payments based on floating interest rates. As of June 30, 2026, the Partnership’s net exposure to floating interest rate fluctuations on its outstanding debt was $300.3 million based on total interest-bearing debt outstanding of $905.9 million, less sale/leaseback facilities relating to the Raquel Knutsen, the Torill Knutsen and the Tove Knutsen of $237.9 million, less interest rate swaps with a notional amount of $272.4 million and less cash and cash equivalents of $95.3 million. Our interest rate swap contracts mature between August 2025 and February 2032 and have an average maturity of approximately 1.4 years. Under the terms of the interest rate swap agreements, we will receive from the counterparty interest on the notional amount based on three-month and six-month SOFR and will pay to the counterparty a fixed rate. For the interest rate swap agreements above, we will pay to the counterparty a weighted average interest rate of 2.94%. The Partnership does not apply hedge accounting for derivative instruments, and its financial results are impaired by changes in the market value of such financial instruments.
Critical Accounting Estimates
The preparation of the unaudited condensed consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosures about contingent assets and liabilities. We base these estimates and assumptions on historical experience and on various other information and assumptions that we believe to be reasonable. Our critical accounting estimates are important to the portrayal of both our financial condition and results of operations and require us to make subjective or complex assumptions or estimates about matters that are uncertain. For a description of our material accounting policies that involve higher degree of judgment, please read Note 2—Summary of Significant Accounting Policies of our consolidated financial statements included in our 2025 20-F filed with the SEC.
FORWARD-LOOKING STATEMENTS
This Report on Form 6-K contains certain forward-looking statements concerning future events and our operations, performance and financial condition and assumptions related thereto. Forward-looking statements include, without limitation, any statement that may predict, forecast, indicate or imply future results, performance or achievements, and may contain the words “believe,” “anticipate,” “expect,” “estimate,” “project,” “will be,” “will continue,” “will likely result,” “plan,” “intend” or words or phrases of similar meanings. These statements involve known and unknown risks and are based upon a number of assumptions and estimates that are inherently subject to significant uncertainties and contingencies, many of which are beyond our control. Actual results may differ materially from those expressed or implied by such forward-looking statements. Forward-looking statements include statements with respect to, among other things:
| ● | market trends in the shuttle tanker or general tanker industries, including hire rates, factors affecting supply and demand, and opportunities for the profitable operations of shuttle tankers and conventional tankers; |
| ● | market trends in the production of oil in the North Sea, Brazil and elsewhere; |
| ● | KNOT’s and KNOT Offshore Partners’ ability to build shuttle tankers and the timing of the delivery and acceptance of any such vessels by their respective charterers; |
| ● | KNOT Offshore Partners’ ability to purchase vessels from KNOT in the future; |
| ● | KNOT Offshore Partners’ ability to enter into long-term charters, which KNOT Offshore Partners defines as charters of five years or more, or shorter-term charters or voyage contracts; |
| ● | KNOT Offshore Partners’ ability to refinance its indebtedness on acceptable terms and on a timely basis and to make additional borrowings and to access debt and equity markets; |
43
| ● | KNOT Offshore Partners’ distribution policy, forecasts of KNOT Offshore Partners’ ability to make distributions on its common units, Class B Units and Series A Preferred Units, the amount of any such distributions and any changes in such distributions; |
| ● | KNOT Offshore Partners’ ability to integrate and realize the expected benefits from acquisitions; |
| ● | impacts of supply chain disruptions and the resulting inflationary environment; |
| ● | KNOT Offshore Partners’ anticipated growth strategies; |
| ● | the effects of a worldwide or regional economic slowdown; |
| ● | turmoil in the global financial markets; |
| ● | fluctuations in currencies, inflation and interest rates; |
| ● | fluctuations in the price of oil; |
| ● | general market conditions, including fluctuations in hire rates and vessel values; |
| ● | changes in KNOT Offshore Partners’ operating expenses, including drydocking and insurance costs and bunker prices; |
| ● | recoveries under KNOT Offshore Partners’ insurance policies; |
| ● | the length and cost of drydocking; |
| ● | KNOT Offshore Partners’ future financial condition or results of operations and future revenues and expenses; |
| ● | the repayment of debt and settling of any interest rate swaps; |
| ● | planned capital expenditures and availability of capital resources to fund capital expenditures; |
| ● | KNOT Offshore Partners’ ability to maintain long-term relationships with major users of shuttle tonnage; |
| ● | KNOT Offshore Partners’ ability to leverage KNOT’s relationships and reputation in the shipping industry; |
| ● | KNOT Offshore Partners’ ability to maximize the use of its vessels, including the re-deployment or disposition of vessels no longer under charter; |
| ● | the financial condition of KNOT Offshore Partners’ existing or future customers and their ability to fulfill their charter obligations; |
| ● | timely purchases and deliveries of newbuilds; |
| ● | future purchase prices of newbuilds and secondhand vessels; |
| ● | any impairment of the value of KNOT Offshore Partners’ vessels; |
| ● | KNOT Offshore Partners’ ability to compete successfully for future chartering and newbuild opportunities; |
| ● | acceptance of a vessel by its charterer; |
| ● | the impact of the Russian war with Ukraine, the conflict between Israel and Hamas, the conflicts with Iran and other conflicts in the Middle East; |
44
| ● | termination dates and extensions of charters; |
| ● | the expected cost of, and KNOT Offshore Partners’ ability to, comply with governmental regulations (including climate change regulations) and maritime self-regulatory organization standards, as well as standard regulations imposed by its charterers applicable to KNOT Offshore Partners’ business; |
| ● | availability of skilled labor, vessel crews and management; |
| ● | the effects of outbreaks of pandemics or contagious diseases, including the impact on KNOT Offshore Partners’ business, cash flows and operations as well as the business and operations of its customers, suppliers and lenders; |
| ● | KNOT Offshore Partners’ general and administrative expenses and its fees and expenses payable under the technical management agreements, the management and administration agreements and the administrative services agreement; |
| ● | the anticipated taxation of KNOT Offshore Partners and distributions to its unitholders; |
| ● | estimated future capital expenditures; |
| ● | Marshall Islands economic substance requirements; |
| ● | KNOT Offshore Partners’ ability to retain key employees; |
| ● | customers’ increasing emphasis on climate, environmental and safety concerns; |
| ● | the impact of any cyberattack; |
| ● | potential liability from any pending or future litigation; |
| ● | potential disruption of shipping routes due to accidents, political events, piracy or acts by terrorists; |
| ● | future sales of KNOT Offshore Partners’ securities in the public market; |
| ● | KNOT Offshore Partners’ business strategy and other plans and objectives for future operations; and |
| ● | other factors listed from time to time in the reports and other documents that KNOT Offshore Partners files with the SEC, including its 2025 20-F and subsequent reports on Form 6-K. |
Forward-looking statements in this Report on Form 6-K are based upon management’s current plans, expectations, estimates, assumptions and beliefs concerning future events impacting us and therefore involve a number of risks and uncertainties, including those risks discussed in this Form 6-K and our 2025 20-F. New factors emerge from time to time, and it is not possible for us to predict all of these factors. Further, we cannot assess the impact of each such factor on our business or the extent to which any factor, or combination of factors, may cause actual results to be materially different from those contained in any forward-looking statement. We do not intend to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations with respect thereto or any change in events, conditions or circumstances on which any such statement is based.
45
EXHIBITS
The following exhibits are filed as part of this report:
Exhibit | | Exhibit Description |
4.1 | ||
4.2 | ||
101.INS | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | |
101.SCH | Inline XBRL Taxonomy Extension Schema | |
101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase | |
101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase | |
101.LAB | Inline XBRL Taxonomy Extension Label Linkbase | |
101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase |
46
SIGNATURE
Pursuant to the requirements 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.
| KNOT OFFSHORE PARTNERS LP | ||
Date: September 9, 2026 | By: | /s/ Derek Lowe | |
|
| Name: | Derek Lowe |
|
| Title: | Chief Executive Officer and Chief Financial Officer |
47