On February 18, 2026, the Company entered into a share purchase agreement (the “Tanker SPA”) with Central Mare Inc. (“Central Mare”), a related party affiliated with the family of Mr. Evangelos J. Pistiolis, to purchase the shares of nine entities (the “Tanker SPVs”) that have entered into shipbuilding contracts, dated February 3, 2026, with Guangzhou Shipyard International Company Limited and China Shipbuilding Trading Co., Ltd. for the purchase of nine 47,499 dwt MR Product tankers (the “Newbuilding Tankers”). The Newbuilding Tankers are scheduled for delivery during 2028 and 2029. The purchase price for all of the Tanker SPVs is $41,093 of which $6,000 was paid in cash upon the execution of the Tanker SPA, $8,636 was paid in cash from March to June, 2026, $14,000 was settled through the issuance of 14,000 Series G Perpetual Convertible Preferred Shares (the “Series G Preferred Shares”) (see Note 13) on March 31, 2026, and the remaining amount of $12,457, which was fully settled in July 2026, is presented under Due to related parties in the unaudited interim condensed consolidated balance sheet as of June 30, 2026. Central Mare has also secured time charter employment with Trafigura Maritime Logistics Pte Ltd (“Trafigura”) for all nine vessels, starting from their delivery and for a firm duration of seven years, with charterer’s option to extend for four additional years. As a condition to closing of the acquisition of the Tanker SPVs, Central Mare has arranged for leasing financing agreements  that the Company has entered into on March 9 and March 18 2026 with Agricultural Bank of China Financial Leasing and Industrial Bank Financial Leasing Co., Ltd, respectively. The financings are for an amount of 85% of all installments payable under the shipbuilding contracts for the nine newbuilding tanker vessels (see Note 7). The aggregate amount of installments payable under the nine shipbuilding contracts is $406,800.

These unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments considered necessary for a fair presentation of the Company’s financial position, results of operations and cash flows for the periods presented. Operating results for the six months ended June 30, 2026 are not necessarily indicative of the results that might be expected for the fiscal year ending December 31, 2026.

The Company has contractual commitments of $9,040 falling due within the twelve-month period after the issuance of these unaudited interim condensed consolidated financial statements, relating to the construction of the Newbuilding Tankers. These commitments are 85% financed, resulting in unfinanced commitments of $1,356.

In addition, on July 13, 2026, the Company entered into a share purchase agreement with Rubico Inc. for the disposal of one of the Newbuilding Tankers (see Note 14), for consideration of $6,250. On August 14, 2026, the respective share purchase agreement was consummated and the $6,250 consideration has been fully received.

Finally, non-current assets as of June 30, 2026 include $23,500 presented under Advances for asset acquisitions to related party, in respect of a non-binding letter of intent with Mr. Evangelos J. Pistiolis for the potential acquisition of certain residential real estate assets. On July 16, 2026, the Company elected not to proceed with the acquisition, and the $23,500 became refundable in accordance with the terms of the letter of intent. Subsequently, on July 28, 2026, the Company entered into a share purchase agreement with Central Mare Inc. for the acquisition of three shipowning companies, each owning one newbuilding MR tanker (collectively the “Three MR Tankers”), for an aggregate purchase price of $30,850 payable no later than September 30, 2026 (see Note 14), of which $23,500 was settled using the aforementioned refundable advance, an amount of $5,190 was settled in cash and the remaining $2,160 is payable in cash. Once this SPA is consummated, which is expected by September 30, 2026, the Company will assume the remaining construction commitments under the related shipbuilding contracts (see Note 8), of which $16,245 falls due within the twelve-month period after the issuance of these unaudited interim condensed consolidated financial statements and is expected to be financed through a lease financing agreement (see Note 14).

In addition, pursuant to the consummation of the Tanker SPA for the acquisition of the Newbuilding Tankers during the six-month period ended June 30, 2026, the Company has entered into time charter parties with Trafigura for seven years for the Newbuilding Tankers starting upon their delivery from the shipyard with a charterer’s option to extend for four additional years. These time charter agreements will commence upon each respective vessels’ delivery.

ABCFL Facility

On March 9, 2026, Roman Shark I Inc., Roman Shark III Inc., Roman Shark V Inc. and Roman Shark VII Inc. entered into lease financing arrangements with Agricultural Bank of China Financial Leasing (“ABCFL” and the “ABCFL Facility”) for the partial, pre-delivery financing of the construction cost of four of the Newbuilding Tankers. Under the ABCFL Facility, ABCFL will advance 85% of each instalment payable under the shipbuilding contracts as it falls due during the construction period, with the Company funding the remaining 15%. The total instalments under each shipbuilding contract amount to $45,200, and the aggregate financing under the ABCFL Facility will therefore be $38,420 for each Newbuilding Tanker and $153,680 in aggregate. Upon delivery of each vessel from the shipyard, each vessel will be sold to the lessor and concurrently leased back to the Company on a bareboat basis. The ABCFL Facility bears interest at Term SOFR plus a margin of 1.80%. Upon delivery of each vessel, the Company expects to make quarterly instalment payments of $506 over a period of 10 years, with a purchase obligation of $18,200 at the end of the 10-year period, for each vessel. Following the first anniversary of each vessel’s delivery, the Company will have the option to repurchase each vessel at purchase prices stipulated in the related bareboat charter agreement, varying according to when the option is exercised. Concurrently, another company under common control with the Tanker SPVs entered into similar agreements with ABCFL for the financing of a sister newbuilding vessel to the Newbuilding Tankers (the “Related Newbuilding Contract Owner”). This commonly controlled company was acquired by Rubico Inc. Upon consummation of the Tanker SPA, the Company provided ABCFL with a corporate guarantee of the obligations of Roman Shark I Inc., Roman Shark III Inc., Roman Shark V Inc. and Roman Shark VII Inc. and the Company also provided ABCFL with a corporate guarantee of the obligations of the Related Newbuilding Contract Owner. As of June 30, 2026, an amount of $23,052 is outstanding under the ABCFL Facility, representing 85% of the first instalments of $6,780 per vessel, or $27,120 in aggregate, paid to the yard for four of the Newbuilding Tankers.

The ABCFL Facility contains customary covenants and event of default clauses, including cross-default provisions and restrictive covenants. It contains performance requirements at the guarantor level and the shipowning companies level. At the guarantor level, from delivery of the vessel and at all times thereafter, the guarantor is required to maintain minimum liquidity of no less than $440 per tanker vessel and, following the cancellation, expiration or termination of the  time charter agreement with Trafigura (or a qualifying replacement charter agreement), the guarantor is required to maintain a ratio of total net debt to the aggregate market value of its fleet of no more than 80%. At the shipowning company level, following the cancellation, expiration or termination of the time charter agreement with Trafigura (or a qualifying replacement charter agreement), the ABCFL Facility is subject to a loan to value requirement whereby the outstanding capital balance must not exceed 85% of the vessel’s market value. Additionally, the ABCFL Facility contains restrictions on the Company incurring further indebtedness or guarantees and paying dividends when in default or if such dividend payment would result in a termination event under the lease financing agreement. The ABCFL Facility has change of control provisions whereby there may not be a change of control of the Company.

The ABCFL Facility is secured mainly by the following:

CIBFL Facility

On March 18, 2026, Roman Shark II Inc., Roman Shark IV Inc., Roman Shark VI Inc., Roman Shark VIII Inc. and Roman Shark X Inc. entered into lease financing arrangements with Industrial Bank Financial Leasing Co., Ltd (“CIBFL” and the “CIBFL Facility”) for the partial, pre-delivery financing of the construction cost of five of the Newbuilding Tankers. Under the CIBFL Facility, CIBFL will advance 85% of each instalment payable under the shipbuilding contracts as it falls due during the construction period, with the Company funding the remaining 15%. The total instalments under each shipbuilding contract amount to $45,200, and the aggregate financing under the CIBFL Facility will therefore be $38,420 for each Newbuilding Tanker and $192,100 in aggregate. Upon delivery of each vessel from the shipyard, each vessel will be sold to the lessor and concurrently leased back to the Company on a bareboat basis. The CIBFL Facility bears interest at Term SOFR plus a margin of 1.80%. Upon delivery of each vessel, the Company expects to make quarterly instalment payments of $511 over a period of 10 years, with a purchase obligation of $18,000 at the end of the 10-year period, for each vessel. Following the first anniversary of each vessel’s delivery, the Company will have the option to repurchase each vessel at purchase prices stipulated in the related bareboat charter agreement, varying according to when the option is exercised. Upon consummation of the Tanker SPA, the Company provided CIBFL with a corporate guarantee of the obligations of Roman Shark II Inc., Roman Shark IV Inc., Roman Shark VI Inc., Roman Shark VIII Inc. and Roman Shark X Inc. As of June 30, 2026, an amount of $28,815 is outstanding under the CIBFL Facility, representing 85% of the first instalments of $6,780 per vessel, or $33,900 in aggregate, paid to the yard for five of the Newbuilding Tankers.

The CIBFL Facility contains customary covenants and event of default clauses, including cross-default provisions and restrictive covenants. It contains performance requirements at the guarantor level and the shipowning companies level. At the guarantor level, from delivery of the vessel and at all times thereafter, the guarantor is required to maintain minimum liquidity of no less than $440 per tanker vessel and, following the cancellation, expiration or termination of the time charter agreement with Trafigura (or a qualifying replacement charter agreement), the guarantor is required to maintain a ratio of total net debt to the aggregate market value of its fleet of no more than 80%. At the shipowning company level, following the cancellation, expiration or termination of the initial time charter agreement with Trafigura (or a qualifying replacement charter agreement), the CIBFL Facility is subject to an asset-cover requirement whereby the vessel’s market value must not fall below 118% of the outstanding capital balance. Additionally, the CIBFL Facility contains restrictions on the Company incurring further indebtedness or guarantees and paying dividends when in default or if such dividend payment would result in a termination event under the lease financing agreement. The CIBFL Facility has change of control provisions whereby there may not be a change of control of the Company.

The CIBFL Facility is secured mainly by the following:

As of June 30, 2026, the applicable average SOFR was 3.66% and the applicable EURIBOR was 2.25%.

As of June 30 2026, the Company was in compliance with all covenants with respect to its credit facilities.

The Company also has contractual commitments, as of June 30, 2026, to Central Mare as seller of the Newbuilding Tankers totalling $12,457 that was settled in July 2026.

On July 28, 2026, the Company entered into an SPA for the purchase of the Three MR Tankers with Central Mare (see Note 14). Once the SPA is consummated the Company will have remaining contractual commitments to the shipyard totalling $140,235, out of which an amount of $16,245 is payable in 2027, an amount of $21,660 is payable in 2028 and an amount of $102,330 is payable in 2029. These contractual commitments to the shipyard are expected to be financed at about 85% from the lease financing arrangement that the Company expects to enter into. (see Note 14).

Once the SPA for the Three MR Tankers is consummated the Company will also have contractual commitments to Central Mare as seller of the Three MR Tankers totaling $30,850 out of which $23,500 was settled by applying the 2025 No Shop LOI consideration, $5,190 was settled in cash and the remaining $2,160 is payable in cash.

Concurrently with the entry into the ABCFL Facility (see Note 7), the Company provided a guarantee of the obligations of the vessel-owning subsidiary of Rubico Inc. under similar lease financing entered into with ABCFL in an aggregate amount of $38,420, consummated in March 2026. The outstanding amount as of June 30, 2026, is $5,763. Furthermore, the ABCFL Facility contains cross-default provisions which would be triggered by a default under the financing of the related newbuilding contract owner with ABCFL. The Company assigns zero probability of default to said lease financing and hence has not established any provisions for losses relating to this matter.

2024 ATM: The Company has issued 953,223 common shares pursuant to the 2024 ATM in the six-month period ended June 30, 2026, for gross proceeds of $4,294 and has incurred $57 of expenses related to this equity distribution agreement.

2026 Equity Line Purchase Agreement: On April 24, 2026, the Company entered into a common shares purchase agreement (the “2026 Equity Line Purchase Agreement”) with B. Riley Principal Capital II, LLC (the “Selling Shareholder”). Pursuant to the 2026 Equity Line Purchase Agreement, the Company has the right to sell to the Selling Shareholder, from time to time during the term of the 2026 Equity Line Purchase Agreement, up to $50,000 of its common shares, subject to certain limitations and conditions set forth in the 2026 Equity Line Purchase Agreement. Sales of the Company’s common shares pursuant to the 2026 Equity Line Purchase Agreement, and the timing of any sales, are solely at the Company’s option. The Company filed a registration statement to register the resale by the Selling Shareholder, as amended, of up to 50,000,000 of its common shares. The Company’s right to cause the Selling Shareholder to purchase its common shares is subject to certain conditions set forth in the 2026 Equity Line Purchase Agreement. During the six-month period ended June 30, 2026 the Company issued 1,925,373 Common shares in connection with the 2026 Equity Line Purchase Agreement for gross proceeds of $2,481 and has incurred costs related to the 2026 Equity Line of Credit of $787.

For the six-month periods ended June 30, 2025 and June 30, 2026, 5,322,821 and 9,559,855 dilutive shares calculated with the treasury stock method, were not included in the computation of diluted earnings per share because to do so would have been antidilutive for the period presented.

The principal financial assets of the Company consist of cash on hand and at banks, restricted cash, and other. The principal financial liabilities of the Company consist of long term debt, accounts payable due to suppliers, amounts due to related parties and accrued liabilities.

The carrying amounts of accounts payable, amounts due to related parties and accrued liabilities approximate their fair value because of the short maturity of these instruments.

The carrying value of long-term debt with variable interest rates (obtained through Level 2 inputs of the fair value hierarchy) approximates the fair market value as the long-term debt bears interest at a floating interest rate.