6-K
Global Ship Lease, Inc. (GSL)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of November 2025
Commission File Number: 001-34153
GLOBAL SHIP LEASE, INC.
(Translation of registrant's name into English)
c/o GSL Enterprises Ltd.
9 Irodou Attikou Street
Kifisia, Athens
Greece, 14561
(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 ☐
INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K
Attached to this Report on Form 6-K as Exhibit 99.1 is a copy of the press release of Global Ship Lease, Inc. (the “Company”), dated November 10, 2025, reporting the Company’s financial results for the three and nine month periods ended September 30, 2025.
Attached to this Report as Exhibit 99.2 are the Company’s interim unaudited condensed consolidated financial statements, and the accompanying notes thereto, for the nine months ended September 30, 2025.
The information contained in this Report, except for the commentary of George Youroukos and Thomas Lister contained in Exhibit 99.1 to this Report, is hereby incorporated by reference into the Company's registration statements on Form F-3 (File Nos. 333-231509, 333-258800 and 333-290461) and on Form S-8 (File Nos. 333-258992 and 333-264113).
SIGNATURES
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.
| GLOBAL SHIP LEASE, INC. | ||
|---|---|---|
| (Registrant) | ||
| Dated: November 12, 2025 | By: | /s/ Thomas Lister |
| Thomas Lister | ||
| Chief Executive Officer |
Exhibit 99.1
Investor and Media Contacts:
IGB Group
Bryan Degnan
646-673-9701
or
Leon Berman
212-477-8438
Global Ship Lease Reports Results for the Third Quarter of 2025
Forward contract cover locked in for 100% of 2025, 96% of 2026, and 74% of 2027.
Maximizing strategic optionality while also returning capital to shareholders.
Annualized dividend to increase to $2.50 per Class A Common Share
ATHENS, GREECE – November 10, 2025 - Global Ship Lease, Inc. (NYSE: GSL) (the “Company”, “Global Ship Lease” or “GSL”), an owner of containerships, announced today its unaudited results for the three and nine-month periods ended September 30, 2025.
Third Quarter of 2025 and Year to Date Highlights and Other Recent Developments
3Q 2025 operating revenue of $192.7 million; up 10.7% on 3Q 2024. 9M 2025 operating revenue of $575.5 million; up 8.9% on 9M 2024.
3Q 2025 net income available to common shareholders of $92.6 million, or $2.59 Earnings per Share (EPS); up 17.5% on 3Q 2024. 9M 2025 net income available to common shareholders of $306.7 million, or $8.60 EPS; up 20.8% on 9M 2024.
3Q 2025 normalized net income (a non-U.S. GAAP financial measure, described below)^3^ of $93.8 million, or $2.62 normalized EPS³ up 8.3% on 3Q 2024. 9M 2025 normalized net income of $283.2 million, or $7.94 normalized EPS up 8.0% on 9M 2024.
3Q 2025 Adjusted EBITDA (a non-U.S. GAAP financial measure, described below)^3^ of $130.2 million; up 5.6% on 3Q 2024. 9M 2025 Adjusted EBITDA of $396.7 million; up 6.9% on 9M 2024.
Added $778.0 million of contracted revenues during 9M 2025, bringing total contracted revenues as of September 30, 2025 to $1.92 billion, over a weighted average remaining duration of 2.5 years.
Declared a dividend of $0.625 per Class A common share for the third quarter of 2025, to be paid on or about December 4, 2025 to common shareholders of record as of November 21, 2025 (the “Third Quarter Dividend”). The Board of Directors determined that sustained market demand for GSL’s fleet and the Company’s progress on securing forward fixtures at attractive levels supports a $0.10 per share increase in our quarterly supplemental dividend, amounting to a 19.0% increase in total annualized dividends per share, to $2.50 ($0.625 per quarter), commencing with, and reflected in, the Third Quarter Dividend.
On July 8, 2025, announced updates by three leading credit rating agencies. Moody’s Investor Service maintained its Ba2 Corporate Family Rating for Global Ship Lease, with a stable outlook; S&P Global Ratings affirmed its long-term issuer credit rating of BB+, with a stable outlook; and Kroll Bond Rating Agency (“KBRA”) maintained the Company’s corporate credit rating at BB+, with a stable outlook, while also affirming the BBB/stable investment grade rating and stable outlook for the 5.69% Senior Secured Notes due July 15, 2027 (the “2027 Secured Notes”).
In May 2025 Dimitris Y (5,900 TEU, built 2000) was contracted to be sold for $35.6 million. On October 13, 2025 the vessel was delivered to her new buyers, for a gain of $17.7 million (which will be reflected in our 4Q 2025 results). We have also completed the sales of Tasman (5,900 TEU, built 2000), Akiteta (2,200 TEU, built 2002), and Keta (2,200 TEU, built 2003) for an aggregate gain of $28.3 million; the vessels were delivered to their new owners in the first quarter of 2025.
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-Took delivery, in January 2025, of Czech, the last in a series of four high-reefer, ECO-9,000 TEU containerships contracted for purchase with charters attached in the fourth quarter of 2024 (“Newly Acquired Vessels”).
Agreed, in March 2025, to an $85.0 million Credit Facility with UBS to fully prepay certain of our outstanding credit facilities which would otherwise have matured between May 2026 and July 2026. The new loan is priced at SOFR + 2.15%, and matures in the second quarter of 2028.
Paid a dividend of $0.525 per Class A common share for the second quarter of 2025 on September 4, 2025.
Approximately $33.0 million of capacity remains available under our opportunistic share repurchase authorization.
George Youroukos, our Executive Chairman, stated: “Throughout 2025, the immense complexity and instability of the geopolitical situation and the heightened uncertainty around trade policy have stood in stark contrast to the consistency and strength of the mid-sized and smaller containership charter market. In this environment, our commitment to maximizing optionality in both our fleet and our balance sheet has continued to serve GSL well, both in terms of growing our quarterly earnings and in our ability to secure additional forward charter coverage at attractive rates for the multi-year period ahead. A growing number of external factors and disruptions is progressively fragmenting and reducing the efficiency of the global containership supply chain and, as a consequence, increasing the number of ships required to move a given quantity of cargo. Diffusion of intermediate and final manufacturing out from China and across Southeast Asia; companies in large consumer economies diversifying the sourcing and geographic origins of goods to manage supply chain risk; China developing and diversifying its end-markets; sudden trade policy changes disrupting or diverting trade flows – all of these factors are driving the liners to seek additional, flexible tonnage to meet the practical needs of their existing business. While routing, timing, and deployments are all in flux, the reality is that containerized trade continues to grow. With idle capacity in the global fleet almost non-existent, we continue to negotiate and sign attractively priced charters off forward positions. 2025 is fully covered, 2026 is approaching full coverage, and our open positions in 2027 are reducing fast. Driven by those newly signed charters that have brought our revenue backlog to nearly $2 billion over an average of 2.5 years, we have decided to once again increase our supplemental quarterly dividend. We are raising it by a further $0.40 per common share on an annualized basis, an uplift of 19%, which will push our overall dividend up to $2.50 per common share, annualized. By way of the supplemental dividend, we have now up-sized our overall dividend three times since 2Q 2024, by an aggregate annualized total of $1.00 per common share, an increase of 67%. We remain both vigilant and disciplined in our assessment of fleet renewal opportunities and believe that we are well positioned to act decisively when the right opportunities present themselves.”
Thomas Lister, our Chief Executive Officer, stated: “Surveying the current landscape of global containerized trade and an unprecedented array of unpredictable factors of potential relevance to our business, our conviction in a strategy of maximizing optionality has only grown stronger. We are continuing to de-lever our fortress balance sheet and achieve extraordinarily low breakeven costs despite an inflationary environment; to sign attractive charters that add to our cashflow and our multi-year backlog; and to combine prudence and agility in our opportunistic fleet renewal, while demonstrating our commitment to return capital to our shareholders. We acknowledge that the unknowns in the market are diverse and potentially material. However, with 2.5 years of fixed-rate charter coverage and financial leverage of 0.5x, we are confident that our disciplined, dynamic approach puts us in an excellent position to manage risks and capitalize on opportunities going forward.”
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SELECTED FINANCIAL DATA – UNAUDITED
(thousands of U.S. dollars)
| Three | Three | Nine | Nine | |||||
|---|---|---|---|---|---|---|---|---|
| months ended | months ended | months ended | months ended | |||||
| September 30, 2025 | September 30, 2024 | September 30, 2025 | September 30, 2024 | |||||
| Operating Revenues ^(1)^ | 192,668 | 174,064 | 575,502 | 528,622 | ||||
| Operating Income | 99,203 | 92,189 | 329,463 | 283,130 | ||||
| Net Income ^(2)^ | 92,635 | 78,763 | 306,698 | 253,912 | ||||
| Adjusted EBITDA ^(3)^ | 130,191 | 123,349 | 396,672 | 371,061 | ||||
| Normalized Net Income ^(3)^ | 93,755 | 86,583 | 283,181 | 262,295 |
(1) Operating Revenues are net of address commissions which represent a discount provided directly to a charterer based on a fixed percentage of the agreed upon charter rate and also includes the amortization of intangible liabilities, the effect of the straight lining of time charter modifications and the compensation from charterers for drydock and for other capitalized expenses for vessel upgrades or retrofits. Brokerage commissions are included in “Time charter and voyage expenses” (see below).
(2) Net Income available to common shareholders.
(3) Adjusted EBITDA, Normalized Net Income, and Normalized Earnings per Share are non-U.S. Generally Accepted Accounting Principles (“U.S. GAAP”) financial measures, as explained further in this press release, and are considered by Global Ship Lease to be useful measures of its performance. For reconciliations of these non-U.S. GAAP financial measures to the most directly comparable U.S. GAAP financial measure, please see “Reconciliation of Non-U.S. GAAP Financial Measures” below.
Operating Revenues and Utilization
Operating revenues derived from fixed-rate, mainly long-term, time-charters were $192.7 million in the third quarter of 2025, up $18.6 million (or 10.7%) on operating revenues of $174.1 million in the prior year period. The period-on-period increase in operating revenues was principally due to (i) the net effect of higher rates on charter renewals, (ii) the addition of the four Newly Acquired Vessels offset by the sale of Tasman, Keta and Akiteta in the first quarter of 2025 and (iii) a non-cash $4.1 million positive effect from straight lining time charter modifications and a non-cash $1.8 million increase in the amortization of intangible liabilities arising from below-market charters attached to certain vessel additions. There were 263 days of offhire and idle time in the third quarter of 2025, of which 137 were for scheduled drydockings, compared to 362 days of offhire and idle time in the prior year period, of which 333 were for scheduled drydockings. Utilization for the third quarter of 2025 was 95.9% compared to utilization of 94.2% in the prior year period.
For the nine months ended September 30, 2025, operating revenues were $575.5 million, up $46.9 million (or 8.9%) on operating revenues of $528.6 million in the comparative period, mainly due to (i) the net effect of higher rates on charter renewals (ii) the addition of the four Newly Acquired Vessels offset by the sale of Tasman, Keta and Akiteta in the first quarter of 2025 and (iii) a non-cash $5.6 million positive effect from straight lining time charter modifications and a non-cash $5.4 million increase in the amortization of intangible liabilities arising from below-market charters attached to certain vessel additions offset by an increase in off hire days. There were 851 days of offhire and idle time in the nine-month period ended September 30, 2025 of which 612 were for scheduled drydockings, compared to 619 days of offhire and idle time in the prior year of which 519 were for scheduled drydockings. Utilization for the nine-month period ended September 30, 2025 was 95.5% compared to utilization of 96.7% in the prior year period.
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Our revenue origin by country, using the respective head office location of each of our charterers as a proxy for origin, for the nine-month periods ended September 30, 2025 and 2024, respectively, was as follows:
| Unaudited Revenue origin by country^1^ | Nine months ended September 30, 2025 | Nine months ended September 30, 2024 | ||||||
|---|---|---|---|---|---|---|---|---|
| Revenue ( million) | Percentage of<br><br> <br>revenue | Revenue ( million) | Percentage of<br><br> <br>revenue | |||||
| Denmark (Maersk) | 32.23 | % | 33.47 | % | ||||
| Germany (Hapag Lloyd) | 19.23 | % | 5.94 | % | ||||
| France (CMA CGM) | 18.24 | % | 23.46 | % | ||||
| Switzerland (MSC) | 11.01 | % | 8.76 | % | ||||
| Israel (ZIM) | 8.94 | % | 12.35 | % | ||||
| China, including Hong Kong (COSCO & OOCL) | 5.64 | % | 7.41 | % | ||||
| Singapore (ONE, Swire Shipping, RCL Feeder) | 3.31 | % | 4.32 | % | ||||
| USA (Matson) | 1.00 | % | 1.82 | % | ||||
| Taiwan (Wan Hai) | 0.40 | % | 1.97 | % | ||||
| Denmark / Dubai (Unifeeder) ^2^ | - | 0.50 | % | |||||
| Total | 100.00 | % | 100.00 | % |
All values are in US Dollars.
| 1. | Based on jurisdiction of head office of each charterer |
|---|---|
| 2. | Unifeeder is headquartered in Denmark, but owned by DP World (Dubai) |
| --- | --- |
The table below shows unaudited fleet utilization data for the three and nine months ended September 30, 2025 and 2024, and for the years ended December 31, 2024, 2023, 2022 and 2021.
| Three months ended | Nine months ended | Year ended | ||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Days | Sep 30,<br><br> <br>2025 | Sep 30,<br><br> <br>2024 | Sep 30,<br><br> <br>2025 | Sep 30,<br><br> <br>2024 | Dec 31,<br><br> <br>2024 | Dec 31,<br><br> <br>2023 | Dec 31,<br><br> <br>2022 | Dec 31,<br><br> <br>2021 | ||||||||||||||||
| Ownership days | 6,348 | 6,256 | 19,031 | 18,632 | 24,937 | 24,285 | 23,725 | 19,427 | ||||||||||||||||
| Planned offhire - scheduled drydock | (137 | ) | (333 | ) | (612 | ) | (519 | ) | (807 | ) | (701 | ) | (581 | ) | (752 | ) | ||||||||
| Unplanned offhire | (126 | ) | (29 | ) | (196 | ) | (98 | ) | (144 | ) | (233 | ) | (460 | ) | (260 | ) | ||||||||
| Idle time | - | - | (43 | ) | (2 | ) | (15 | ) | (62 | ) | (30 | ) | (88 | ) | ||||||||||
| Operating days | 6,085 | 5,894 | 18,180 | 18,013 | 23,971 | 23,289 | 22,654 | 18,327 | ||||||||||||||||
| Utilization | 95.9 | % | 94.2 | % | 95.5 | % | 96.7 | % | 96.1 | % | 95.9 | % | 95.5 | % | 94.3 | % |
As of September 30, 2025, three regulatory drydockings were in progress and three further regulatory drydockings are anticipated.
Vessel Operating Expenses
Vessel operating expenses, which are primarily the costs of crew, lubricating oil, repairs, maintenance, insurance and technical management fees, were up 11.8% to $52.1 million for the third quarter of 2025, compared to $46.6 million in the prior year period. The increase of $5.5 million was mainly due to (i) the addition of the four Newly Acquired Vessels offset by the sale of Tasman, Keta and Akiteta in the first quarter of 2025, (ii) an increase in stores, spares and maintenance expenses for planned main engine maintenance and overhaul of diesel generators as well as main engine annual spares delivery due to timing of planned schedule, and (iii) the impact of inflation on fees and expenses, including management fees. The average cost per ownership day in the quarter was $8,199, compared to $7,447 for the prior year period, up $752 per day, or 10.1%.
For the nine-month period ended September 30, 2025, vessel operating expenses were $152.6 million, or an average of $8,017 per day, compared to $141.6 million in the comparative period, or $7,601 per day, an increase of $416 per ownership day, or 5.5%. The increase of $11.0 million was mainly due to (i) the addition of the four Newly Acquired Vessels offset by the sale of Tasman, Keta and Akiteta in the first quarter of 2025, (ii) an increase in crew expenses following our decision to increase the number of seafarers on board to improve the vessels’ conditions, (iii) an increase in stores, spares and maintenance expenses for planned main engine maintenance and overhaul of diesel generators as well as main engine annual spares delivery due to timing of planned schedule, and (iv) the impact of inflation on fees and expenses, including management fees.
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Time Charter and Voyage Expenses
Time charter and voyage expenses comprise mainly commissions paid to ship brokers, the cost of bunker fuel for owner’s account when a ship is off-hire or idle, and miscellaneous owner’s costs associated with a ship’s voyage. Time charter and voyage expenses were $7.0 million for the third quarter of 2025, compared to $6.4 million in the prior year period due to (i) an increase in voyage administration costs and operational requests from charterers and (ii) an increase in commissions on charter renewals at higher rates, offset by decreases in bunkering expenses due to lower off hire days.
For the nine-month period ended September 30, 2025, time charter and voyage expenses were $18.6 million, or an average of $975 per day, compared to $17.1 million in the comparative period, or $915 per day, an increase of $60 per ownership day, or 6.6% mainly due to increased commissions on charter renewals at higher rates and increase in bunkering expenses due to higher off hire days.
Depreciation and Amortization
Depreciation and amortization for the third quarter of 2025 was $30.7 million, compared to $25.0 million in the prior year period. The increase was mainly due to the 12 drydockings completed after September 30, 2024 and the addition of the four Newly Acquired Vessels in December 2024 offset by the sale of Tasman, Keta and Akiteta in the first quarter of 2025.
Depreciation and amortization for the nine-month period ended September 30, 2025 was $90.8 million, compared to $73.8 million in the comparative period, mainly due to the factors noted above plus the acquisition of the four Newly Acquired Vessels in December 2024 offset by the sale of Tasman, Keta and Akiteta in the first quarter of 2025.
General and Administrative Expenses
General and administrative expenses were $3.7 million in the third quarter of 2025, compared to $3.9 million in the comparative period.
General and administrative expenses were $12.4 million for the nine-month period ended September 30, 2025, compared to $13.0 million in the comparative period. The movement was mainly due to the decrease in payroll expenses following the retirement of our former Chief Executive Officer effective March 31, 2024 plus a reduction in the non-cash charge for stock-based compensation expense.
Gain on sale of vessels
Tasman (5,900 TEU, built 2000), Akiteta (2,200 TEU, built 2002), and Keta (2,200 TEU, built 2003) were sold for an aggregate gain of $28.3 million in the first quarter of 2025.
Adjusted EBITDA^1^
Adjusted EBITDA was $130.2 million for the third quarter of 2025, up from $123.3 million for the prior year period, with the net increase being mainly due to increased revenue from charter renewals at higher rates and the addition of the four Newly Acquired Vessels.
Adjusted EBITDA for the nine-month period ended September 30, 2025 was $396.7 million, compared to $371.1 million for the comparative period, an increase of $25.6 million or 6.9% mainly due to increased revenue from charter renewals at higher rates.
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Interest Expense and Interest Income
Debt as at September 30, 2025 totaled $731.6 million, after inclusion of the four Newly Acquired Vessels, comprising $330.0 million of secured bank debt collateralized by vessels, $192.5 million of 2027 Secured Notes collateralized by vessels, and $209.1 million under sale and leaseback financing transactions. As of September 30, 2025, 17 of our vessels were unencumbered.
Debt as at September 30, 2024 totaled $688.0 million, comprising $397.6 million of secured bank debt collateralized by vessels, $245.0 million of 2027 Secured Notes collateralized by vessels, and $45.4 million under sale and leaseback financing transactions. As of September 30, 2024, 16 vessels were unencumbered.
Interest and other finance expenses for the third quarter of 2025 were $9.5 million, down from $12.5 million for the prior year period. The decrease was due to (i) the non-cash write off of deferred financing costs of $2.7 million on the full repayments of six of our credit facilities and two of our sale and leaseback agreements, and (ii) a prepayment fee of $0.7 million on the full repayment of the sale and leaseback agreement with CMBFL back in 2024, offset by the fact that our additional floating debt was not covered by the caps since our interest rate caps hedge 76% of our floating rate debt. In March 2025, we entered into a loan agreement with UBS for $85.0 million, to refinance certain of our existing loans. The new loan is priced at SOFR + 2.15% and has a maturity of three years. During March of 2025, we fully repaid the outstanding balance of ESUN Credit Facility amounting to $5.9 million. During April of 2025, we fully repaid the outstanding balance of the Macquarie Credit Facility amounting to $17.5 million and the outstanding balance of the HCOB-CACIB Credit Facility amounting to $46.8 million.
Interest and other finance expenses for the nine-month period ended September 30, 2025 were $30.0 million, down from $32.8 million for the prior year period. The decrease was due to the factors mentioned above offset by (i) a prepayment fee of $0.2 million following the full repayment of Macquarie Credit Facility and (iii) the non-cash write off of deferred financing costs of $0.6 million on the full repayments of the Macquarie Credit Facility and the HCOB-CACIB Credit Facility in 2025.
Interest income for the third quarter of 2025 was $5.4 million, up from $4.7 million for the prior year period mainly due to higher invested amounts.
Interest income for the nine-month period ended September 30, 2025 was $13.3 million, up from $12.5 million in the comparative period.
Other income, net
Other income, net was $1.0 million in the third quarter of 2025, the same as in the comparative period.
Other income, net was $5.0 million for the nine-month period ended September 30, 2025, compared to $3.2 million for the comparative period.
Fair value adjustment on derivatives
In December 2021, we entered into a USD 1-month LIBOR interest rate cap of 0.75% through the fourth quarter of 2026 on $484.1 million of floating rate debt, which reduces over time in line with anticipated debt amortization and represented approximately half of the outstanding floating rate debt. In February 2022, we entered into two additional USD 1-month LIBOR interest rate caps of 0.75% through the fourth quarter of 2026 on the remaining balance of $507.9 million of floating rate debt. As a result of the discontinuation of LIBOR, on July 1, 2023, our interest rate caps automatically transited to 1 month Compounded SOFR at a net rate of 0.64%. A negative fair value adjustment of $1.1 million for the third quarter of 2025 was recorded through the statement of income. The negative fair value adjustment for the nine-month period ended September 30, 2025 was $3.9 million.
Earnings Allocated to Preferred Shares
Our Series B Preferred Shares carry a coupon of 8.75%, the cost of which for the third quarter of 2025 was $2.4 million, the same as in the prior year period.
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The cost for the nine months ended September 30, 2025 was $7.2 million, the same as for the comparative period.
Net Income Available to Common Shareholders
Net income available to common shareholders for the third quarter of 2025 was $92.6 million. Net income available to common shareholders for the prior year period was $78.8 million.
Earnings per share for the third quarter of 2025 was $2.59, an increase of 16.7% from the earnings per share for the prior year period, which was $2.22.
For the nine months ended September 30, 2025, net income available to common shareholders was $306.7 million. Net income available to common shareholders for the nine months ended September 30, 2024 was $253.9 million.
Earnings per share for the nine months ended September 30, 2025 was $8.60, an increase of 19.4% from the earnings per share for the comparative period, which was $7.20.
Normalized net income^1^ for the third quarter of 2025 was $93.8 million. Normalized net income for the prior year period was $86.6 million. Normalized earnings per share^1^ for the third quarter of 2025 was $2.62, an increase of 6.9% from Normalized earnings per share for the prior year period, which was $2.45.
Normalized net income^1^ for the nine-month period ended September 30, 2025 was $283.2 million. Normalized net income for the prior year period was $262.3 million. Normalized earnings per share^1^ for the nine-month period ended September 30, 2025 was $7.94, an increase of 6.7% from Normalized earnings per share for the prior year period, which was $7.44.
^1^Adjusted EBITDA, Normalized net income, and Normalized earnings per share are non-U.S. GAAP financial measures, as explained further in this press release, and are considered by Global Ship Lease to be useful measures of its performance. For reconciliations of these non-U.S. GAAP financial measures to the most directly comparable U.S. GAAP financial measure, please see “Reconciliation of Non-U.S. GAAP Financial Measures” below.
Fleet
As of September 30, 2025, there were 69 containerships in the fleet, detailed in the table below:
| Vessel Name | Capacity<br><br> <br>in TEUs | Lightweight<br><br> <br>(tons) | Year<br><br> <br>Built | Charterer | Earliest Charter<br><br> <br>Expiry Date | Latest Charter<br><br> <br>Expiry Date ^(2)^ | Daily Charter<br><br> <br>Rate $ |
|---|---|---|---|---|---|---|---|
| CMA CGM Thalassa | 11,040 | 38,577 | 2008 | CMA CGM | 3Q28 | 4Q28 | 47,200 ^(3)^ |
| ZIM Norfolk ^(1)^ | 9,115 | 31,764 | 2015 | ZIM | 2Q27 | 4Q27 | 65,000 |
| Anthea Y ^(1)^ | 9,115 | 31,890 | 2015 | MSC | 4Q28 | 1Q29 | Footnote ^(4)^ |
| ZIM Xiamen ^(1)^ | 9,115 | 31,820 | 2015 | ZIM | 3Q27 | 4Q27 | 65,000 |
| Sydney Express ^(1)^ | 9,019 | 31,254 | 2016 | Hapag-Lloyd | 3Q27 | 4Q29 | Footnote ^(5)^ |
| Istanbul Express ^(1)^ | 9,019 | 31,380 | 2016 | Hapag-Lloyd | 3Q26 | 2Q30 | Footnote ^(5)^ |
| Bremerhaven Express ^(1)^ | 9,019 | 31,199 | 2015 | Hapag Lloyd | 2Q27 | 3Q29 | Footnote ^(5)^ |
| Czech ^(1)^ | 9,019 | 31,319 | 2015 | Hapag-Lloyd | 4Q26 | 3Q30 | Footnote ^(5)^ |
| MSC Tianjin | 8,603 | 34,243 | 2005 | MSC ^(6)^ | 3Q27 | 1Q28 | Footnote ^(6)^ |
| MSC Qingdao | 8,603 | 34,586 | 2004 | MSC ^(6)^ | 3Q27 | 4Q27 | Footnote ^(6)^ |
| GSL Ningbo | 8,603 | 34,340 | 2004 | MSC | 3Q27 | 1Q28 | Footnote ^(7)^ |
| GSL Alexandra | 8,544 | 37,809 | 2004 | Maersk ^(8)^ | 2Q28 | 3Q28 | Footnote ^(8)^ |
| GSL Sofia | 8,544 | 37,777 | 2003 | Maersk ^(8)^ | 3Q28 | 3Q28 | Footnote ^(8)^ |
| GSL Effie | 8,544 | 37,777 | 2003 | Maersk ^(8)^ | 3Q28 | 3Q28 | Footnote ^(8)^ |
| GSL Lydia | 8,544 | 37,777 | 2003 | Maersk ^(8)^ | 2Q28 | 3Q28 | Footnote ^(8)^ |
| GSL Eleni | 7,847 | 29,261 | 2004 | Maersk | 4Q27 | 2Q29 | Footnote ^(9)^ |
| GSL Kalliopi | 7,847 | 29,261 | 2004 | Maersk | 1Q28 | 3Q29 | Footnote ^(9)^ |
| GSL Grania | 7,847 | 29,261 | 2004 | Maersk | 1Q28 | 3Q29 | Footnote ^(9)^ |
| Colombia Express (ex Mary) ^(1)^ | 7,072 | 23,424 | 2013 | Hapag-Lloyd | 4Q28 | 1Q31 | Footnote ^(10)^ |
| Panama Express (ex Kristina) ^(1)^ | 7,072 | 23,421 | 2013 | Hapag-Lloyd | 4Q29 | 4Q31 | Footnote ^(10)^ |
| Costa Rica Express (ex Katherine) ^(1)^ | 7,072 | 23,403 | 2013 | Hapag-Lloyd | 2Q29 | 3Q31 | Footnote ^(10)^ |
| Nicaragua Express (ex Alexandra) ^(1)^ | 7,072 | 23,348 | 2013 | Hapag-Lloyd | 3Q29 | 4Q31 | Footnote ^(10)^ |
| CMA CGM Berlioz | 7,023 | 26,776 | 2001 | CMA CGM ^(11)^ | 1Q29 | 2Q29 | 37,750 ^(11)^ |
| Mexico Express (ex Alexis) ^(1)^ | 6,918 | 23,970 | 2015 | Hapag-Lloyd | 3Q29 | 4Q31 | Footnote ^(10)^ |
| Jamaica Express (ex Olivia I) ^(1)^ | 6,918 | 23,915 | 2015 | Hapag-Lloyd | 3Q29 | 4Q31 | Footnote ^(10)^ |
Page 7
| GSL Christen | 6,858 | 27,954 | 2002 | Maersk | 4Q27 | 1Q28 | Footnote ^(12)^ |
|---|---|---|---|---|---|---|---|
| GSL Nicoletta | 6,858 | 28,070 | 2002 | Maersk | 1Q28 | 2Q28 | Footnote ^(12)^ |
| Agios Dimitrios | 6,572 | 24,931 | 2011 | MSC | 2Q27 | 3Q27 | Footnote ^(6)^ |
| GSL Vinia | 6,080 | 23,737 | 2004 | Maersk | 1Q28 | 4Q29 | Footnote ^(13)^ |
| GSL Christel Elisabeth | 6,080 | 23,745 | 2004 | Maersk | 1Q28 | 3Q29 | Footnote ^(13)^ |
| GSL Arcadia | 6,008 | 24,858 | 2000 | Maersk ^(14)^ | 1Q29 | 2Q29 | 12,700 ^(14)^ |
| GSL Violetta | 6,008 | 24,873 | 2000 | Maersk ^(14)^ | 1Q29 | 1Q29 | 12,900 ^(14)^ |
| GSL Maria | 6,008 | 24,414 | 2001 | Maersk ^(14)^ | 1Q30 | 2Q30 | 12,900 ^(14)^ |
| GSL MYNY | 6,008 | 24,876 | 2000 | Maersk ^(14)^ | 1Q29 | 2Q29 | 12,700 ^(14)^ |
| GSL Melita | 6,008 | 24,859 | 2001 | Maersk ^(14)^ | 3Q29 | 3Q29 | 12,700 ^(14)^ |
| GSL Tegea | 5,994 | 24,308 | 2001 | Maersk ^(14)^ | 3Q29 | 4Q29 | 12,700 ^(14)^ |
| GSL Dorothea | 5,994 | 24,243 | 2001 | Maersk ^(14)^ | 3Q29 | 3Q29 | 12,700 ^(14)^ |
| Dimitris Y (ex Zim Europe) ^(27)^ | 5,936 | 25,010 | 2000 | ONE | 4Q25 | 4Q25 | 33,900 |
| Ian H | 5,936 | 25,128 | 2000 | COSCO | 4Q27 | 4Q27 | Footnote ^(15)^ |
| GSL Tripoli | 5,470 | 22,109 | 2009 | Maersk | 3Q27 | 4Q27 | 17,250 |
| GSL Kithira | 5,470 | 22,259 | 2009 | Maersk | 4Q27 | 1Q28 | 17,250 |
| GSL Tinos | 5,470 | 22,068 | 2010 | Maersk | 3Q27 | 4Q27 | 17,250 |
| GSL Syros | 5,470 | 22,099 | 2010 | Maersk | 4Q27 | 4Q27 | 17,250 |
| Orca I | 5,308 | 20,633 | 2006 | Maersk ^(16)^ | 3Q28 | 4Q28 | 21,000 ^(16)^ |
| Dolphin II | 5,095 | 20,596 | 2007 | Footnote ^(16)^ | 1Q28 | 2Q28 | Footnote ^(16)^ |
| CMA CGM Alcazar | 5,089 | 20,087 | 2007 | CMA CGM | 3Q26 | 1Q27 | 35,500 |
| GSL Château d’If | 5,089 | 19,994 | 2007 | CMA CGM | 4Q26 | 1Q27 | 35,500 |
| GSL Susan | 4,363 | 17,309 | 2008 | CMA CGM | 3Q27 | 1Q28 | Footnote ^(17)^ |
| CMA CGM Jamaica | 4,298 | 17,272 | 2006 | CMA CGM | 1Q28 | 2Q28 | Footnote ^(17)^ |
| CMA CGM Sambhar | 4,045 | 17,355 | 2006 | CMA CGM | 1Q28 | 2Q28 | Footnote ^(17)^ |
| CMA CGM America | 4,045 | 17,355 | 2006 | CMA CGM | 1Q28 | 2Q28 | Footnote ^(17)^ |
| GSL Rossi | 3,421 | 16,420 | 2012 | ZIM | 1Q26 | 3Q26 | 35,000 |
| GSL Alice | 3,421 | 16,543 | 2014 | CMA CGM | 2Q28 | 3Q28 | Footnote ^(3)^ |
| GSL Eleftheria | 3,421 | 16,642 | 2013 | Maersk ^(18)^ | 3Q28 | 4Q28 | 37,975 ^(18)^ |
| GSL Melina | 3,404 | 16,703 | 2013 | Maersk | 4Q26 | 4Q26 | 29,900 |
| Athena | 2,980 | 13,538 | 2003 | Footnote ^(19)^ | 2Q27 | 3Q27 | Footnote ^(19)^ |
| GSL Valerie | 2,824 | 11,971 | 2005 | ZIM | 2Q27 | 3Q27 | Footnote ^(20)^ |
| GSL Mamitsa (ex Matson Molokai) | 2,824 | 11,949 | 2007 | RCL | 1Q28 | 2Q28 | Footnote ^(21)^ |
| GSL Lalo | 2,824 | 11,950 | 2006 | Footnote ^(22)^ | 2Q27 | 3Q27 | Footnote ^(22)^ |
| GSL Mercer | 2,824 | 11,970 | 2007 | ONE | 1Q27 | 2Q27 | Footnote ^(23)^ |
| GSL Elizabeth | 2,741 | 11,530 | 2006 | Maersk | 2Q26 | 2Q26 | 20,360 |
| GSL Chloe (ex Beethoven) | 2,546 | 12,212 | 2012 | ONE | 1Q27 | 2Q27 | Footnote ^(23)^ |
| GSL Maren | 2,546 | 12,243 | 2014 | OOCL | 1Q26 | 2Q26 | 16,500 |
| Maira | 2,506 | 11,453 | 2000 | CMA CGM | 4Q26 | 1Q27 | 26,000 |
| Nikolas | 2,506 | 11,370 | 2000 | CMA CGM | 4Q26 | 2Q27 | 26,000 |
| Newyorker | 2,506 | 11,463 | 2001 | Maersk | 2Q27 | 3Q27 | Footnote ^(24)^ |
| Manet | 2,288 | 11,534 | 2001 | OOCL | 3Q26 | 4Q26 | 24,000 |
| Kumasi | 2,220 | 11,652 | 2002 | MSC | 4Q26 | 1Q27 | Footnote ^(25)^ |
| Julie | 2,207 | 11,731 | 2002 | Footnote ^(26)^ | 3Q27 | 3Q27 | Footnote ^(26)^ |
| (1) | Modern design, high reefer capacity, fuel-efficient “ECO” vessel. | ||||||
| --- | --- | ||||||
| (2) | In many instances, charterers have the option to extend a charter beyond the nominal latest expiry date by the amount of time that the vessel was off hire during the course of that charter. This additional<br> charter time (“Offhire Extension”) is computed at the end of the initially contracted charter period. The Latest Charter Expiry Dates shown in this table have been adjusted to reflect offhire accrued up to September 30, 2025, plus estimated<br> offhire scheduled to occur during the remaining lifetimes of the respective charters. However, as actual offhire can only be calculated at the end of each charter, in some cases actual Offhire Extensions – if invoked by charterers – may<br> exceed the Latest Charter Expiry Dates indicated. | ||||||
| --- | --- | ||||||
| (3) | CMA CGM Thalassa and GSL Alice were both forward fixed for 36 months +/- 45 days. CMA CGM Thalassa’s new charter is expected to commence in 4Q2025 and GSL Alice’s new charter commenced in 2Q2025 and are expected<br> to generate annualized Adjusted EBITDA of approximately $14.0 million and $8.3 million, respectively. | ||||||
| --- | --- | ||||||
| (4) | Anthea Y. The current charter is expected to generate annualized Adjusted EBITDA of approximately $11.8 million. Anthea Y was forward fixed for 36 months +/- 30 days. The new charter is expected to commence in<br> 4Q 2025 and to generate annualized Adjusted EBITDA of approximately $12.6 million. | ||||||
| --- | --- | ||||||
| (5) | Sydney Express, Istanbul Express, Bremerhaven Express and Czech were contracted for purchase in 4Q 2024, with three vessels delivered in December 2024 and the fourth in January 2025. Contract cover for each<br> vessel is for a varied median firm duration extending for an average of 1.7 years, or up to an average of 5.1 years if all charterers’ options are exercised. Sydney Express, Istanbul Express, Bremerhaven Express and Czech charters are<br> expected to generate average annualized Adjusted EBITDA of approximately $9.5 million per ship. 12 months extension options were exercised in 3Q 2025 for Bremerhaven Express and Sydney Express. | ||||||
| --- | --- |
Page 8
| (6) | MSC Tianjin, MSC Qingdao and Agios Dimitrios charters are expected to generate annualized Adjusted EBITDA of approximately $6.9 million, $8.1 million, and $5.9 million, respectively. MSC Qingdao & Agios<br> Dimitrios are fitted with Exhaust Gas Cleaning Systems (“scrubbers”). |
|---|---|
| (7) | GSL Ningbo is chartered at a rate expected to generate annualized Adjusted EBITDA of approximately $16.5 million. |
| --- | --- |
| (8) | GSL Alexandra, GSL Sofia, GSL Effie and GSL Lydia were delivered in 2Q 2023. Contract cover for each vessel is for a minimum firm period of 24 months from the date each vessel was delivered, with charterers<br> holding one year extension options. GSL Sofia and GSL Effie options were exercised in January 2025. GSL Alexandra and GSL Lydia options were exercised in February 2025. The vessels are expected to generate average annualized Adjusted EBITDA<br> of approximately $9.7 million per ship over the median firm period and average annualized Adjusted EBITDA of $4.9 million per ship if one year option is exercised. The vessels were forward fixed for 24 months +/- 30 days. The new charters are<br> expected to commence between 2Q-3Q 2026 and are expected to generate average annualized Adjusted EBITDA of approximately $8.2 million per ship. |
| --- | --- |
| (9) | GSL Eleni, GSL Kalliopi and GSL Grania, are chartered for 35 – 38 months, after which the charterer has the option to extend each charter for a further 12 – 16 months. New charters commenced in 1Q 2025 and each<br> is expected to generate annualized Adjusted EBITDA of approximately $9.6 million for the firm period. |
| --- | --- |
| (10) | Colombia Express (ex Mary), Panama Express (ex Kristina), Costa Rica Express (ex Katherine), Nicaragua Express (ex Alexandra), Mexico Express (ex Alexis), Jamaica Express (ex Olivia I) are fixed to Hapag-Lloyd<br> for 60 months +/- 45 days, followed by two periods of 12 months each at the option of the charterer. The charters are expected to generate average annualized Adjusted EBITDA of approximately $13.1 million per ship. |
| --- | --- |
| (11) | CMA CGM Berlioz was forward fixed for 36 – 38 months. The new charter is expected to commence in 1Q 2026 and to generate average annualized Adjusted EBITDA of approximately $7.0 million. |
| --- | --- |
| (12) | GSL Nicoletta and GSL Christen charters are expected to generate average annualized Adjusted EBITDA of approximately $11.3 million per ship. |
| --- | --- |
| (13) | GSL Vinia and GSL Christel Elizabeth are chartered for 36 – 40 months, after which the charterer has the option to extend each charter for a further 12 – 15 months. The new charters both commenced in 1Q 2025.<br> The charters are expected to generate average annualized Adjusted EBITDA of approximately $11.2 million per ship for the firm period and $5.8 million per ship for the option period. |
| --- | --- |
| (14) | GSL Maria, GSL Violetta, GSL Arcadia, GSL MYNY, GSL Melita, GSL Tegea and GSL Dorothea. Contract cover for each ship is for a firm period of at least three years from the date each vessel was delivered in 2021,<br> with charterers holding a one-year extension option on each charter (at a rate of $12,900 per day), followed by a second option (at a rate of $12,700 per day) with the period determined by – and terminating prior to – each vessel’s 25th year<br> drydocking & special survey. The first extension options have been exercised for all seven ships. Second extension options were exercised in January 2025 for GSL Dorothea, GSL Arcadia, GSL Melita and GSL Tegea, in April 2025 for GSL MYNY<br> and in September 2025 for GSL Maria. The vessels were forward fixed for 36 – 38 months. The new charters are expected to commence between 1Q 2026 and 1Q 2027 and are expected to generate average annualized Adjusted EBITDA of approximately<br> $5.8 million per ship. |
| --- | --- |
| (15) | Ian H charter is expected to generate average annualized Adjusted EBITDA of approximately $10.3 million. |
| --- | --- |
| (16) | Dolphin II. Chartered by a leading liner company from 1Q 2025. Orca I. Forward fixed to a leading liner company, with the new charter expected to commence in 4Q 2025. Each charter is expected to generate average<br> annualized Adjusted EBITDA of approximately $10.1 million per ship. |
| --- | --- |
| (17) | GSL Susan, CMA CGM Jamaica, CMA CGM Sambhar and CMA CGM America are chartered at rates expected to generate average annualized Adjusted EBITDA of approximately $11.2 million per vessel. |
| --- | --- |
| (18) | GSL Eleftheria was forward fixed for 33 – 37 months. The new charter is expected to commence in 4Q 2025 and is expected to generate average annualized Adjusted EBITDA of approximately $8.7 million. |
| --- | --- |
| (19) | Athena is fixed for 24 – 30 months. The charter commenced in 3Q 2025 and is expected to generate average annualized Adjusted EBITDA of approximately $5.8 million. |
| --- | --- |
| (20) | GSL Valerie. The charter is expected to generate average annualized Adjusted EBITDA of approximately $6.6 million. |
| --- | --- |
| (21) | GSL Mamitsa. The charter is expected to generate average annualized Adjusted EBITDA of approximately $7.1 million. |
| --- | --- |
| (22) | GSL Lalo. The charter is expected to generate average annualized Adjusted EBITDA of approximately $5.6 million. |
| --- | --- |
| (23) | GSL Mercer and GSL Chloe. The charters are expected to generate average annualized Adjusted EBITDA of approximately $5.8 million per vessel. |
| --- | --- |
| (24) | Newyorker is chartered at a rate expected to generate average annualized Adjusted EBITDA of approximately $6.2 million. |
| --- | --- |
| (25) | Kumasi is chartered at a rate expected to generate average annualized Adjusted EBITDA of approximately $4.4 million. |
| --- | --- |
| (26) | Julie. The charter is expected to generate average annualized Adjusted EBITDA of approximately $3.0 million. |
| --- | --- |
| (27) | In May 2025, Dimitris Y was contracted to be sold and was delivered to the buyers on October 13, 2025, upon redelivery from the existing charter. |
| --- | --- |
Page 9
Conference Call and Webcast
Global Ship Lease will hold a conference call to discuss the Company's results for the three and nine months ended September 30, 2025 today, Monday, November 10, 2025 at 10:30 a.m. Eastern Time. There are two ways to access the conference call:
(1) Dial-in: (646) 307-1963 or (800) 715-9871; Event ID: 9222938
Please dial in at least 10 minutes prior to 10:30 a.m. Eastern Time to ensure a prompt start to the call.
(2) Live Internet webcast and slide presentation: http://www.globalshiplease.com
The webcast will also be archived on the Company’s website: http://www.globalshiplease.com.
Annual Report on Form 20-F
The Company’s Annual Report for 2024 was filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 18, 2025. A copy of the report can be found under the Investor Relations section (Annual Reports) of the Company’s website at http://www.globalshiplease.com or on the SEC’s website at www.sec.gov. Shareholders may request a hard copy of the audited financial statements free of charge by contacting the Company at info@globalshiplease.com or by writing to Global Ship Lease, Inc, c/o GSL Enterprises Ltd., 9 Irodou Attikou Street, Kifisia, Athens, 14561.
About Global Ship Lease
Global Ship Lease is a leading independent owner of containerships with a diversified fleet of mid-sized and smaller containerships. Incorporated in the Marshall Islands, Global Ship Lease commenced operations in December 2007 with a business of owning and chartering out containerships under fixed-rate charters to top tier container liner companies. It was listed on the New York Stock Exchange in August 2008.
Our fleet of 69 vessels as of September 30, 2025 had an average age weighted by TEU capacity of 18.0 years. 39 ships are wide-beam Post-Panamax.
As of September 30, 2025, the average remaining term of the Company’s charters, to the mid-point of redelivery, including options under the Company’s control and other than if a redelivery notice has been received, was 2.5 years on a TEU-weighted basis. Contracted revenue on the same basis was $1.92 billion. Contracted revenue was $2.40 billion, including options under charterers’ control and with latest redelivery date, representing a weighted average remaining term of 3.1 years.
Reconciliation of Non-U.S. GAAP Financial Measures
To supplement our financial information presented in accordance with U.S. GAAP, we use certain “non-GAAP financial measures” as such term is defined in Regulation G promulgated by the SEC. Generally, a non-GAAP financial measure is a numerical measure of a company’s operating performance, financial position or cash flows that excludes or includes amounts that are included in, or excluded from, the most directly comparable measure calculated and presented in accordance with U.S. GAAP. We believe that the presentation of these measures provides investors with greater transparency and supplemental data relating to our financial condition and results of operations, and therefore a more complete understanding of factors affecting our business and financial performance than U.S. GAAP measures alone. In addition, we believe that the presentation of these matters is useful to investors for period-to-period comparison of results as the items may reflect certain unique and/or non-operating items or items outside of our control.
We believe that the presentation of the following non-U.S. GAAP financial measures is useful to investors because they are frequently used by securities analysts, investors and other interested parties in the evaluation of companies in our industry.
Page 10
| A. | Adjusted EBITDA |
|---|
Adjusted EBITDA represents net income available to common shareholders before interest income and expense, earnings allocated to preferred shares, depreciation and amortization of drydocking net costs, gains or losses on the sale of vessels, amortization of intangible liabilities, charges for share based compensation, fair value adjustment on derivative assets, income tax, and the effect of the straight lining of time charter modifications. Adjusted EBITDA is a non-U.S. GAAP quantitative measure used to assist in the assessment of our ability to generate cash from our operations. We believe that the presentation of Adjusted EBITDA is useful to investors because it is frequently used by securities analysts, investors and other interested parties in the evaluation of companies in our industry. Adjusted EBITDA is not defined in U.S. GAAP and should not be considered to be an alternative to net income or any other financial metric required by such accounting principles. Our use of Adjusted EBITDA may vary from the use of similarly titled measures by others in our industry.
Adjusted EBITDA is presented herein both on a historic basis and on a forward-looking basis in certain instances. We do not provide a reconciliation of such forward looking non-U.S. GAAP financial measure to the most directly comparable U.S. GAAP measure due to the inherent difficulty in accurately forecasting and quantifying certain amounts necessary for such reconciliation, and we are not able to provide such reconciliation of such forward-looking non-U.S. GAAP financial measure without unreasonable effort and expense.
ADJUSTED EBITDA - UNAUDITED
(thousands of U.S. dollars)
| Three<br><br> <br>months ended<br><br> <br>September 30,<br><br> <br>2025 | Three<br><br> <br>months ended<br><br> <br>September 30,<br><br> <br>2024 | Nine<br><br> <br>months ended<br><br> <br>September 30,<br><br> <br>2025 | Nine<br><br> <br>months ended<br><br> <br>September 30,<br><br> <br>2024 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Net income available to Common Shareholders | 92,635 | 78,763 | 306,698 | 253,912 | |||||||||
| Adjust: | Depreciation and amortization | 30,696 | 24,965 | 90,817 | 73,775 | ||||||||
| Loss/(gain on sale of vessels) | 14 | - | (28,329 | ) | - | ||||||||
| Amortization of intangible liabilities | (3,355 | ) | (1,518 | ) | (9,888 | ) | (4,523 | ) | |||||
| Fair value adjustment on derivative asset | 1,106 | 4,193 | 3,937 | 4,957 | |||||||||
| Interest income | (5,434 | ) | (4,705 | ) | (13,305 | ) | (12,532 | ) | |||||
| Interest expense | 9,542 | 12,540 | 30,005 | 32,883 | |||||||||
| Share based compensation | 2,120 | 2,122 | 6,364 | 6,582 | |||||||||
| Earnings allocated to preferred shares | 2,384 | 2,384 | 7,152 | 7,152 | |||||||||
| Income Tax | - | - | - | 1 | |||||||||
| Effect from straight lining time charter modifications | 483 | 4,605 | 3,221 | 8,854 | |||||||||
| Adjusted EBITDA | 130,191 | 123,349 | 396,672 | 371,061 | |||||||||
| B. | Normalized net income | ||||||||||||
| --- | --- |
Normalized net income represents net income available to common shareholders after adjusting for certain non-recurring items. Normalized net income is a non-U.S. GAAP quantitative measure which we believe will assist investors and analysts who often adjust reported net income for items that do not affect operating performance or operating cash generated. Normalized net income is not defined in U.S. GAAP and should not be considered to be an alternate to net income or any other financial metric required by such accounting principles. Our use of Normalized net income may vary from the use of similarly titled measures by others in our industry.
Page 11
NORMALIZED NET INCOME – UNAUDITED
(thousands of U.S. dollars)
| Three<br><br> <br>months ended<br><br> <br>September 30,<br><br> <br>2024 | Nine<br><br> <br>months ended<br><br> <br>September 30,<br><br> <br>2025 | Nine<br><br> <br>months ended<br><br> <br>September 30,<br><br> <br>2024 | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Net income available to Common Shareholders | 92,635 | 78,763 | 306,698 | 253,912 | ||||||
| Adjust: | Fair value adjustment on derivative assets | 1,106 | 4,193 | 3,937 | 4,957 | |||||
| Loss/(gain) on sale of vessels | 14 | - | (28,329 | ) | - | |||||
| Acceleration of deferred financing costs on full repayment of Credit Facilities/Sale and Leaseback agreements | - | 2,757 | - | 2,757 | ||||||
| Prepayment fee on full repayment of Sale and Leaseback Agreement-CMBFL-54,000 | - | 685 | - | 685 | ||||||
| Accelerated write off of deferred financing charges related to full repayment of ESUN Credit Facility | - | - | 102 | - | ||||||
| Accelerated write off of deferred financing charges related to full repayment of Macquarie Credit Facility | - | - | 216 | - | ||||||
| Accelerated write off of deferred financing charges related to full repayment of HCOB-CACIB Credit Facility | - | - | 382 | - | ||||||
| Prepayment fee on partial/full repayment of Macquarie Credit Facility | - | 185 | 175 | 185 | ||||||
| Effect from new stock-based compensation awards plus acceleration and forfeit of certain stock-based compensation awards | - | - | - | (201 | ) | |||||
| Normalized net income | 93,755 | 86,583 | 283,181 | 262,295 |
All values are in US Dollars.
| C. | Normalized Earnings per Share |
|---|
Normalized Earnings per Share represents Earnings per Share after adjusting for certain non-recurring items. Normalized Earnings per Share is a non-U.S. GAAP quantitative measure which we believe will assist investors and analysts who often adjust reported Earnings per Share for items that do not affect operating performance or operating cash generated. Normalized Earnings per Share is not defined in U.S. GAAP and should not be considered to be an alternate to Earnings per Share as reported or any other financial metric required by such accounting principles. Our use of Normalized Earnings per Share may vary from the use of similarly titled measures by others in our industry.
Page 12
NORMALIZED EARNINGS PER SHARE – UNAUDITED
| Three<br><br> <br>months ended<br><br> <br>September 30,<br><br> <br>2024 | Nine<br><br> <br>months ended<br><br> <br>September 30,<br><br> <br>2025 | Nine<br><br> <br>months ended<br><br> <br>September 30,<br><br> <br>2024 | ||||||
|---|---|---|---|---|---|---|---|---|
| EPS as reported () | 2.59 | 2.22 | 8.60 | 7.20 | ||||
| Normalized net income adjustments-Class A common shares (in thousands ) | 1,120 | 7,820 | (23,517 | ) | 8,383 | |||
| Weighted average number of Class A Common shares | 35,757,185 | 35,411,553 | 35,651,708 | 35,272,574 | ||||
| Adjustment on EPS () | 0.03 | 0.23 | (0.66 | ) | 0.24 | |||
| Normalized EPS () | 2.62 | 2.45 | 7.94 | 7.44 |
All values are in US Dollars.
Dividend Policy
The declaration and payment of dividends will be subject at all times to the discretion of the Company’s Board of Directors. The timing and amount of dividends, if any, will depend on the Company’s earnings, financial condition, cash flow, capital requirements, growth opportunities, restrictions in its loan agreements and financing arrangements, the provisions of Marshall Islands law affecting the payment of dividends, and other factors. For further information on the Company’s dividend policy, please see its most recent Annual Report on Form 20-F.
Safe Harbor Statement
This communication contains forward-looking statements. Forward-looking statements provide Global Ship Lease's current expectations or forecasts of future events. Forward-looking statements include statements about Global Ship Lease's expectations, beliefs, plans, objectives, intentions, assumptions and other statements that are not historical facts. Words or phrases such as "anticipate", "believe", "continue", "estimate", "expect", "intend", "may", "ongoing", "plan", "potential", "predict", “should”, "project", "will" or similar words or phrases, or the negatives of those words or phrases, may identify forward-looking statements, but the absence of these words does not necessarily mean that a statement is not forward-looking. These forward-looking statements are based on assumptions that may be incorrect, and Global Ship Lease cannot assure you that these projections included in these forward-looking statements will come to pass. Actual results could differ materially from those expressed or implied by the forward-looking statements as a result of various factors.
The risks and uncertainties include, but are not limited to:
| • | future operating or financial results; |
|---|---|
| • | expectations regarding the strength of future growth of the container shipping industry, including the rates of annual demand and supply growth; |
| --- | --- |
| • | geo-political events such as the continuing war between Russia and Ukraine; ongoing tensions between Israel and Hamas, ongoing disputes between China and Taiwan, deteriorating trade relations between the U.S. and China, and ongoing<br> political unrest and conflicts in the Middle East and other regions throughout the world; |
| --- | --- |
| • | the potential disruption of shipping routes, including due to lower water levels in the Panama Canal and the ongoing attacks by Houthis in the Red Sea; |
| --- | --- |
| • | public health threats, pandemics, epidemics, and other disease outbreaks around the world and governmental responses thereto; |
| --- | --- |
| • | the financial condition of our charterers and their ability and willingness to pay charterhire to us in accordance with the charters and our expectations regarding the same; |
| --- | --- |
| • | the overall health and condition of the U.S. and global financial markets; |
| --- | --- |
| • | changes in tariffs, trade barriers, and embargos, including recently imposed tariffs by the U.S. and the effects of retaliatory tariffs and countermeasures from affected countries; |
| --- | --- |
Page 13
| • | uncertainties surrounding recently implemented and suspended port fee regimes in the United States and China that may be applicable to a number of our vessels; |
|---|---|
| • | our financial condition and liquidity, including our ability to obtain additional financing to fund capital expenditures, vessel acquisitions and for other general corporate purposes and our ability to meet our financial covenants and<br> repay our borrowings; |
| --- | --- |
| • | our expectations relating to dividend payments and expectations of our ability to make such payments including the availability of cash and the impact of constraints under our loan agreements; |
| --- | --- |
| • | future acquisitions, business strategy and expected capital spending; |
| --- | --- |
| • | operating expenses, availability of key employees, crew, number of off-hire days, drydocking and survey requirements, costs of regulatory compliance, insurance costs and general and administrative costs; |
| --- | --- |
| • | general market conditions and shipping industry trends, including charter rates and factors affecting supply and demand; |
| --- | --- |
| • | assumptions regarding interest rates and inflation; |
| --- | --- |
| • | changes in the rate of growth of global and various regional economies; |
| --- | --- |
| • | risks incidental to vessel operation, including piracy, discharge of pollutants and vessel accidents and damage including total or constructive total loss; |
| --- | --- |
| • | estimated future capital expenditures needed to preserve our capital base; |
| --- | --- |
| • | our expectations about the availability of vessels to purchase, the time that it may take to construct new vessels, or the useful lives of our vessels; |
| --- | --- |
| • | our continued ability to enter into or renew charters including the re-chartering of vessels on the expiry of existing charters, or to secure profitable employment for our vessels in the spot market; |
| --- | --- |
| • | our ability to realize expected benefits from our acquisition of secondhand vessels; |
| --- | --- |
| • | our ability to capitalize on our management’s and directors’ relationships and reputations in the containership industry to its advantage; |
| --- | --- |
| • | changes in governmental and classification societies’ rules and regulations or actions taken by regulatory authorities; |
| --- | --- |
| • | expectations about the availability of insurance on commercially reasonable terms; |
| --- | --- |
| • | changes in laws and regulations (including environmental rules and regulations); |
| --- | --- |
| • | potential liability from future litigation; and |
| --- | --- |
| • | other important factors described from time to time in the reports we file with the SEC. |
| --- | --- |
Forward-looking statements are subject to known and unknown risks and uncertainties and are based on potentially inaccurate assumptions that could cause actual results to differ materially from those expected or implied by the forward-looking statements. Global Ship Lease's actual results could differ materially from those anticipated in forward-looking statements for many reasons specifically as described in Global Ship Lease's filings with the SEC. Accordingly, you should not unduly rely on these forward-looking statements, which speak only as of the date of this communication. Global Ship Lease undertakes no obligation to publicly revise any forward-looking statement to reflect circumstances or events after the date of this communication or to reflect the occurrence of unanticipated events. You should, however, review the factors and risks Global Ship Lease describes in the reports it will file from time to time with the SEC after the date of this communication.
Page 14
Global Ship Lease, Inc.
Interim Unaudited Condensed Consolidated Balance Sheets
(Expressed in thousands of U.S. dollars except share data)
| December 31, 2024 | |||
| ASSETS | |||
| CURRENT ASSETS | |||
| Cash and cash equivalents | 289,373 | $ | 141,375 |
| Time deposits | 200,500 | 26,150 | |
| Restricted cash | 49,090 | 55,583 | |
| Accounts receivable, net | 32,921 | 12,501 | |
| Inventories | 13,387 | 18,905 | |
| Prepaid expenses and other current assets | 31,851 | 31,949 | |
| Derivative assets | 7,823 | 14,437 | |
| Due from related parties | 173 | 342 | |
| Total current assets | 625,118 | $ | 301,242 |
| NON - CURRENT ASSETS | |||
| Vessels in operation | 1,895,735 | $ | 1,884,640 |
| Advances for vessels' acquisitions and other additions | 7,418 | 18,634 | |
| Deferred dry dock and special survey costs, net | 101,871 | 91,939 | |
| Other non - current assets | 13,936 | 20,155 | |
| Derivative assets, net of current portion | 544 | 5,969 | |
| Restricted cash, net of current portion | 23,223 | 50,666 | |
| Total non - current assets | 2,042,727 | 2,072,003 | |
| TOTAL ASSETS | 2,667,845 | $ | 2,373,245 |
| LIABILITIES AND SHAREHOLDERS' EQUITY | |||
| CURRENT LIABILITIES | |||
| Accounts payable | 42,608 | $ | 26,334 |
| Accrued liabilities | 43,223 | 46,926 | |
| Current portion of long-term debt | 147,567 | 145,276 | |
| Current portion of deferred revenue | 51,119 | 44,742 | |
| Due to related parties | 716 | 723 | |
| Total current liabilities | 285,233 | $ | 264,001 |
| LONG-TERM LIABILITIES | |||
| Long - term debt, net of current portion and deferred financing costs | 577,783 | $ | 538,781 |
| Intangible liabilities-charter agreements | 55,530 | 49,431 | |
| Deferred revenue, net of current portion | 32,337 | 57,551 | |
| Total non - current liabilities | 665,650 | 645,763 | |
| Total liabilities | 950,883 | $ | 909,764 |
| Commitments and Contingencies | - | - | |
| SHAREHOLDERS' EQUITY | |||
| Class A common shares - authorized<br> 214,000,000 shares with a 0.01 par value<br> 35,770,652 shares issued and outstanding (2024 – 35,447,370 shares) | 358 | $ | 355 |
| Series B Preferred Shares - authorized<br> 104,000 shares with a 0.01 par value<br> 43,592 shares issued and outstanding (2024 – 43,592 shares) | - | - | |
| Additional paid in capital | 686,659 | 680,743 | |
| Retained earnings | 1,026,842 | 773,759 | |
| Accumulated other comprehensive income | 3,103 | 8,624 | |
| Total shareholders' equity | 1,716,962 | 1,463,481 | |
| TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | 2,667,845 | $ | 2,373,245 |
All values are in US Dollars.
Page 15
Global Ship Lease, Inc.
Interim Unaudited Condensed Consolidated Statements of Income
(Expressed in thousands of U.S. dollars)
| Nine months ended September 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2025 | 2024 | |||||||||
| OPERATING REVENUES | |||||||||||
| Time charter revenues | 189,313 | $ | 172,546 | $ | 565,614 | $ | 524,099 | ||||
| Amortization of intangible liabilities-charter agreements | 3,355 | 1,518 | 9,888 | 4,523 | |||||||
| Total Operating Revenues | 192,668 | 174,064 | 575,502 | 528,622 | |||||||
| OPERATING EXPENSES: | |||||||||||
| Vessel operating expenses (include related party vessel operating expenses of 6,194 and 5,481 for each of the three month periods ended September 30, 2025 and 2024, respectively, and 17,660 and 16,289 for<br> each of the nine month periods ended September 30, 2025 and 2024, respectively) | 52,050 | 46,590 | 152,569 | 141,628 | |||||||
| Time charter and voyage expenses (include related party time charter and voyage expenses of 2,781 and 2,170 for each of the three month periods ended September 30, 2025 and 2024, respectively, and 6,500 and<br> 6,487 for each of the nine month periods ended September 30, 2025 and 2024, respectively) | 6,960 | 6,420 | 18,563 | 17,051 | |||||||
| Depreciation and amortization | 30,696 | 24,965 | 90,817 | 73,775 | |||||||
| General and administrative expenses | 3,745 | 3,900 | 12,419 | 13,038 | |||||||
| Loss/(gain) on sale of vessels | 14 | - | (28,329 | ) | - | ||||||
| Operating Income | 99,203 | 92,189 | 329,463 | 283,130 | |||||||
| NON-OPERATING INCOME/(EXPENSES) | |||||||||||
| Interest income | 5,434 | 4,705 | 13,305 | 12,532 | |||||||
| Interest and other finance expenses | (9,542 | ) | (12,540 | ) | (30,005 | ) | (32,883 | ) | |||
| Other income, net | 1,030 | 986 | 5,024 | 3,243 | |||||||
| Fair value adjustment on derivative asset | (1,106 | ) | (4,193 | ) | (3,937 | ) | (4,957 | ) | |||
| Total non-operating expenses | (4,184 | ) | (11,042 | ) | (15,613 | ) | (22,065 | ) | |||
| Income before income taxes | 95,019 | 81,147 | 313,850 | 261,065 | |||||||
| Income taxes | - | - | - | (1 | ) | ||||||
| Net Income | 95,019 | 81,147 | 313,850 | 261,064 | |||||||
| Earnings allocated to Series B Preferred Shares | (2,384 | ) | (2,384 | ) | (7,152 | ) | (7,152 | ) | |||
| Net Income available to Common Shareholders | 92,635 | $ | 78,763 | $ | 306,698 | $ | 253,912 |
All values are in US Dollars.
Page 16
Global Ship Lease, Inc.
Interim Unaudited Condensed Consolidated Statements of Cash Flows
(Expressed in thousands of U.S. dollars)
| Three months ended September<br><br> <br>30, | Nine months ended September<br><br> <br>30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||||||
| Cash flows from operating activities: | ||||||||||||
| Net income | $ | 95,019 | $ | 81,147 | $ | 313,850 | $ | 261,064 | ||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||||||
| Depreciation and amortization | $ | 30,696 | $ | 24,965 | $ | 90,817 | $ | 73,775 | ||||
| Loss/(gain) on sale of vessels | 14 | - | (28,329 | ) | - | |||||||
| Amounts reclassified to other comprehensive income | - | 326 | - | 877 | ||||||||
| Amortization of derivative assets' premium | 826 | 1,178 | 2,775 | 3,473 | ||||||||
| Amortization of deferred financing costs | 720 | 3,598 | 2,977 | 5,920 | ||||||||
| Amortization of intangible liabilities-charter agreements | (3,355 | ) | (1,518 | ) | (9,888 | ) | (4,523 | ) | ||||
| Fair value adjustment on derivative asset | 1,106 | 4,193 | 3,937 | 4,957 | ||||||||
| Prepayment fees on debt repayment | - | 870 | 175 | 870 | ||||||||
| Stock-based compensation expense | 2,120 | 2,122 | 6,364 | 6,582 | ||||||||
| Changes in operating assets and liabilities: | ||||||||||||
| (Increase)/decrease in accounts receivable and other assets | $ | (3,860 | ) | $ | 7,326 | $ | (14,102 | ) | $ | 2,837 | ||
| Decrease/(increase) in inventories | 4,693 | (186 | ) | 5,518 | 7 | |||||||
| Increase in derivative asset | - | (81 | ) | (194 | ) | (109 | ) | |||||
| Increase in accounts payable and other liabilities | 809 | 11,088 | 14,549 | 10,949 | ||||||||
| Decrease in related parties' balances, net | 666 | 477 | 162 | 121 | ||||||||
| Decrease in deferred revenue | (8,831 | ) | (1,159 | ) | (18,837 | ) | (15,613 | ) | ||||
| Payments for drydocking and special survey costs | (8,172 | ) | (16,137 | ) | (35,276 | ) | (26,879 | ) | ||||
| Unrealized foreign exchange loss/(gain) | - | 3 | - | (1 | ) | |||||||
| Net cash provided by operating activities | $ | 112,451 | $ | 118,212 | $ | 334,498 | $ | 324,307 | ||||
| Cash flows from investing activities: | ||||||||||||
| Acquisition of vessels | $ | - | $ | - | $ | (61,541 | ) | $ | - | |||
| Cash paid for vessel expenditures | (2,831 | ) | (4,647 | ) | (12,630 | ) | (9,350 | ) | ||||
| Advances for vessel acquisitions and other additions | (424 | ) | (4,466 | ) | (2,772 | ) | (11,993 | ) | ||||
| Net proceeds from sale of vessels | - | - | 53,483 | - | ||||||||
| Time deposits (acquired)/withdrawn | (185,500 | ) | 26,550 | (174,350 | ) | (12,450 | ) | |||||
| Net cash (used in)/provided by investing activities | $ | (188,755 | ) | $ | 17,437 | $ | (197,810 | ) | $ | (33,793 | ) | |
| Cash flows from financing activities: | ||||||||||||
| Proceeds from drawdown of credit facilities | - | 300,000 | 218,500 | 300,000 | ||||||||
| Repayment of credit facilities/sale and leaseback | (36,892 | ) | (41,982 | ) | (107,781 | ) | (144,045 | ) | ||||
| Repayment of refinanced debt, including prepayment fees | - | (292,010 | ) | (70,393 | ) | (292,010 | ) | |||||
| Deferred financing costs paid | - | (2,625 | ) | (2,185 | ) | (2,625 | ) | |||||
| Net proceeds from offering of Class A common shares, net of offering costs | - | 652 | - | 652 | ||||||||
| Cancellation of Class A common shares | - | - | - | (4,994 | ) | |||||||
| Class A common shares-dividend paid | (18,809 | ) | (15,965 | ) | (53,615 | ) | (42,434 | ) | ||||
| Series B preferred shares-dividend paid | (2,384 | ) | (2,384 | ) | (7,152 | ) | (7,152 | ) | ||||
| Net cash used in financing activities | $ | (58,085 | ) | $ | (54,314 | ) | $ | (22,626 | ) | $ | (192,608 | ) |
| Net (decrease)/increase in cash and cash equivalents and restricted cash | (134,389 | ) | 81,335 | 114,062 | 97,906 | |||||||
| Cash and cash equivalents and restricted cash at beginning of the period | 496,075 | 297,284 | 247,624 | 280,713 | ||||||||
| Cash and cash equivalents and restricted cash at end of the period | $ | 361,686 | $ | 378,619 | $ | 361,686 | $ | 378,619 | ||||
| Supplementary Cash Flow Information: | ||||||||||||
| Cash paid for interest | 12,247 | 12,654 | 35,308 | 43,280 | ||||||||
| Cash received from interest rate caps | 4,003 | 6,832 | 13,136 | 21,198 | ||||||||
| Non-cash investing activities: | ||||||||||||
| Acquisition of vessels and intangibles | - | - | 15,987 | - | ||||||||
| Non-cash financing activities: | ||||||||||||
| Unpaid offering costs | 445 | 115 | 445 | 115 | ||||||||
| Unrealized loss on derivative assets | (2,336 | ) | (10,637 | ) | (8,296 | ) | (14,961 | ) |
Page 17
Exhibit 99.2
GLOBAL SHIP LEASE, INC.
INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
PERIOD ENDED SEPTEMBER 30, 2025
GLOBAL SHIP LEASE, INC.
| Index | Page |
|---|---|
| INTERIM UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS AS AT SEPTEMBER 30, 2025 AND DECEMBER 31, 2024 | F-1 |
| INTERIM UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024 | F-2 |
| INTERIM UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024 | F-3 |
| INTERIM UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024 | F-4 |
| INTERIM UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY FOR THE NINE MONTHS ENDED<br> SEPTEMBER 30, 2025 AND 2024 | F-5 |
| NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS | F-7 |
Global Ship Lease, Inc.
Interim Unaudited Condensed Consolidated Balance Sheets
(Expressed in thousands of U.S. dollars except share data)
| As of | |||||
|---|---|---|---|---|---|
| September 30,<br><br> <br>2025 | December 31,<br><br> <br>2024 | ||||
| ASSETS | |||||
| CURRENT ASSETS | |||||
| Cash and cash equivalents | $ | 289,373 | $ | 141,375 | |
| Time deposits | 200,500 | 26,150 | |||
| Restricted cash | 49,090 | 55,583 | |||
| Accounts receivable, net | 32,921 | 12,501 | |||
| Inventories | 13,387 | 18,905 | |||
| Prepaid expenses and other current assets | 31,851 | 31,949 | |||
| Derivative assets | 5 | 7,823 | 14,437 | ||
| Due from related parties | 7 | 173 | 342 | ||
| Total current assets | $ | 625,118 | $ | 301,242 | |
| NON - CURRENT ASSETS | |||||
| Vessels in operation | 3 | $ | 1,895,735 | $ | 1,884,640 |
| Advances for vessels acquisitions and other additions | 3 | 7,418 | 18,634 | ||
| Deferred dry dock and special survey costs, net | 101,871 | 91,939 | |||
| Other non-current assets | 2h | 13,936 | 20,155 | ||
| Derivative assets, net of current portion | 5 | 544 | 5,969 | ||
| Restricted cash, net of current portion | 23,223 | 50,666 | |||
| Total non - current assets | 2,042,727 | 2,072,003 | |||
| TOTAL ASSETS | $ | 2,667,845 | $ | 2,373,245 | |
| LIABILITIES AND SHAREHOLDERS' EQUITY | |||||
| CURRENT LIABILITIES | |||||
| Accounts payable | $ | 42,608 | $ | 26,334 | |
| Accrued liabilities | 43,223 | 46,926 | |||
| Current portion of long - term debt | 6 | 147,567 | 145,276 | ||
| Current portion of deferred revenue | 51,119 | 44,742 | |||
| Due to related parties | 7 | 716 | 723 | ||
| Total current liabilities | $ | 285,233 | $ | 264,001 | |
| LONG - TERM LIABILITIES | |||||
| Long - term debt, net of current portion and deferred financing costs | 6 | $ | 577,783 | $ | 538,781 |
| Intangible liabilities - charter agreements | 4 | 55,530 | 49,431 | ||
| Deferred revenue, net of current portion | 32,337 | 57,551 | |||
| Total non - current liabilities | 665,650 | 645,763 | |||
| Total liabilities | $ | 950,883 | $ | 909,764 | |
| Commitments and Contingencies | 8 | - | - | ||
| SHAREHOLDERS' EQUITY | |||||
| Class A common shares - authorized 214,000,000 shares with a 0.01 par value 35,770,652 shares issued and outstanding (2024 - 35,447,370 shares) | 9 | $ | 358 | $ | 355 |
| Series B Preferred Shares - authorized 104,000 shares with a 0.01 par value 43,592 shares issued and outstanding (2024 - 43,592 shares) | 9 | - | - | ||
| Additional paid in capital | 686,659 | 680,743 | |||
| Retained earnings | 1,026,842 | 773,759 | |||
| Accumulated other comprehensive income | 3,103 | 8,624 | |||
| Total shareholders' equity | 1,716,962 | 1,463,481 | |||
| TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $ | 2,667,845 | $ | 2,373,245 |
All values are in US Dollars.
See accompanying notes to interim unaudited condensed consolidated financial statements
F-1
Global Ship Lease, Inc.
Interim Unaudited Condensed Consolidated Statements of Income
(Expressed in thousands of U.S. dollars except share and per share data)
| Nine months ended<br><br> <br>September 30, | |||||||
|---|---|---|---|---|---|---|---|
| 2025 | 2024 | ||||||
| OPERATING REVENUES | |||||||
| Time charter revenues | $ | 565,614 | $ | 524,099 | |||
| Amortization of intangible liabilities-charter agreements | 4 | 9,888 | 4,523 | ||||
| Total Operating Revenues | 575,502 | 528,622 | |||||
| OPERATING EXPENSES | |||||||
| Vessel operating expenses (include related party vessel operating expenses of 17,660 and 16,289 for each of the periods ended September 30, 2025 and 2024, respectively) | 7 | 152,569 | 141,628 | ||||
| Time charter and voyage expenses (include related party time charter and voyage expenses of 6,500 and 6,487 for each of the periods ended September 30, 2025 and 2024, respectively) | 7 | 18,563 | 17,051 | ||||
| Depreciation and amortization | 3 | 90,817 | 73,775 | ||||
| General and administrative expenses | 12,419 | 13,038 | |||||
| Gain on sale of vessels | 3 | (28,329 | ) | - | |||
| Operating Income | 329,463 | 283,130 | |||||
| NON-OPERATING INCOME/(EXPENSES) | |||||||
| Interest income | 13,305 | 12,532 | |||||
| Interest and other finance expenses | (30,005 | ) | (32,883 | ) | |||
| Other income, net | 5,024 | 3,243 | |||||
| Fair value adjustment on derivative asset | 5 | (3,937 | ) | (4,957 | ) | ||
| Total non-operating expenses | (15,613 | ) | (22,065 | ) | |||
| Income before income taxes | 313,850 | 261,065 | |||||
| Income taxes | - | (1 | ) | ||||
| Net Income | 313,850 | 261,064 | |||||
| Earnings allocated to Series B Preferred Shares | 9 | (7,152 | ) | (7,152 | ) | ||
| Net Income available to Class A Common Shareholders | $ | 306,698 | $ | 253,912 | |||
| Earnings per Share | |||||||
| Weighted average number of Class A common shares outstanding | |||||||
| Basic | 11 | 35,651,708 | 35,272,574 | ||||
| Diluted | 11 | 35,651,708 | 35,621,199 | ||||
| Net Earnings per Class A common share | |||||||
| Basic | 11 | $ | 8.60 | $ | 7.20 | ||
| Diluted | 11 | $ | 8.60 | $ | 7.13 |
All values are in US Dollars.
See accompanying notes to interim unaudited condensed consolidated financial statements
F-2
Global Ship Lease, Inc.
Interim Unaudited Condensed Consolidated Statements of Comprehensive Income
(Expressed in thousands of U.S. dollars)
| Nine months ended<br><br> <br>September 30, | ||||||||
|---|---|---|---|---|---|---|---|---|
| Note | 2025 | 2024 | ||||||
| Net Income available to Class A Common Shareholders | $ | 306,698 | $ | 253,912 | ||||
| Other comprehensive income: | ||||||||
| Cash Flow Hedge: | ||||||||
| Unrealized loss on derivative assets/FX option | 5 | (8,296 | ) | (14,961 | ) | |||
| Amortization of interest rate cap premium | 2,775 | 3,473 | ||||||
| Amounts reclassified to earnings | - | 877 | ||||||
| Total Other Comprehensive Loss | (5,521 | ) | (10,611 | ) | ||||
| Total Comprehensive Income | $ | 301,177 | $ | 243,301 |
See accompanying notes to interim unaudited condensed consolidated financial statements
F-3
Global Ship Lease, Inc.
Interim Unaudited Condensed Consolidated Statements of Cash Flows
(Expressed in thousands of U.S. dollars)
| Nine months ended<br><br> <br>September 30, | ||||||||
|---|---|---|---|---|---|---|---|---|
| Note | 2025 | 2024 | ||||||
| Cash flows from operating activities: | ||||||||
| Net Income | $ | 313,850 | $ | 261,064 | ||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||
| Depreciation and amortization | 3 | 90,817 | 73,775 | |||||
| Gain on sale of vessels | 3 | (28,329 | ) | - | ||||
| Amounts reclassified to other comprehensive income | - | 877 | ||||||
| Amortization of derivative assets’ premium | 2,775 | 3,473 | ||||||
| Amortization of deferred financing costs | 6 | 2,977 | 5,920 | |||||
| Amortization of intangible liabilities - charter agreements | 4 | (9,888 | ) | (4,523 | ) | |||
| Fair value adjustment on derivative asset | 5 | 3,937 | 4,957 | |||||
| Prepayment fees on debt repayment | 6 | 175 | 870 | |||||
| Stock-based compensation expense | 10 | 6,364 | 6,582 | |||||
| Changes in operating assets and liabilities: | ||||||||
| (Increase)/decrease in accounts receivable and other assets | (14,102 | ) | 2,837 | |||||
| Decrease in inventories | 5,518 | 7 | ||||||
| Increase in derivative asset | 5 | (194 | ) | (109 | ) | |||
| Increase in accounts payable and other liabilities | 14,549 | 10,949 | ||||||
| Decrease in related parties' balances, net | 7 | 162 | 121 | |||||
| Decrease in deferred revenue | (18,837 | ) | (15,613 | ) | ||||
| Payments for drydocking and special survey costs | (35,276 | ) | (26,879 | ) | ||||
| Unrealized foreign exchange gain | - | (1 | ) | |||||
| Net cash provided by operating activities | $ | 334,498 | $ | 324,307 | ||||
| Cash flows from investing activities: | ||||||||
| Acquisition of vessels | 3 | (61,541 | ) | - | ||||
| Cash paid for vessel expenditures | (12,630 | ) | (9,350 | ) | ||||
| Advances for vessels acquisitions and other additions | (2,772 | ) | (11,993 | ) | ||||
| Net proceeds from sale of vessels | 3 | 53,483 | - | |||||
| Time deposits acquired | (174,350 | ) | (12,450 | ) | ||||
| Net cash used in investing activities | $ | (197,810 | ) | $ | (33,793 | ) | ||
| Cash flows from financing activities: | ||||||||
| Proceeds from drawdown of credit facilities | 6 | 218,500 | 300,000 | |||||
| Repayment of credit facilities and sale and leaseback | 6 | (107,781 | ) | (144,045 | ) | |||
| Prepayment of debt, including prepayment fees | 6 | (70,393 | ) | (292,010 | ) | |||
| Deferred financing costs paid | 6 | (2,185 | ) | (2,625 | ) | |||
| Net proceeds from offering of Class A common shares, net of offering costs | 9 | - | 652 | |||||
| Cancellation of Class A common shares | 9 | - | (4,994 | ) | ||||
| Class A common shares - dividend paid | 9 | (53,615 | ) | (42,434 | ) | |||
| Series B Preferred Shares - dividend paid | 9 | (7,152 | ) | (7,152 | ) | |||
| Net cash used in financing activities | $ | (22,626 | ) | $ | (192,608 | ) | ||
| Net increase in cash and cash equivalents and restricted cash | 114,062 | 97,906 | ||||||
| Cash and cash equivalents and restricted cash at beginning of the period | 247,624 | 280,713 | ||||||
| Cash and cash equivalents and restricted cash at end of the period | $ | 361,686 | $ | 378,619 | ||||
| Supplementary Cash Flow Information: | ||||||||
| Cash paid for interest | $ | 35,308 | $ | 43,280 | ||||
| Cash received from interest rate caps | 5 | 13,136 | 21,198 | |||||
| Non-cash investing activities: | ||||||||
| Acquisition of intangibles | 15,987 | - | ||||||
| Non-cash financing activities: | ||||||||
| Unpaid offering costs | 445 | 115 | ||||||
| Unrealized loss on derivative assets/FX option | 5 | (8,296 | ) | (14,961 | ) |
See accompanying notes to interim unaudited condensed consolidated financial statements
F-4
Global Ship Lease, Inc.
Interim Unaudited Condensed Consolidated Statements of Changes in Shareholders’ Equity
(Expressed in thousands of U.S. dollars except share data)
| Number of Class <br> A Common <br> Shares at par <br> value 0.01 | Number of Series B<br> Preferred Shares<br> at par value 0.01 | Class A<br><br> <br>Common <br><br> Shares | Series B<br><br> <br>Preferred<br><br> <br>Shares | Additional<br><br> <br>paid-in<br><br> <br>capital | Retained<br><br> <br>earnings | Accumulated<br><br> <br>Other<br><br> <br>Comprehensive<br><br> <br>Income | Total<br><br> <br>Shareholders'<br><br> <br>Equity | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance at December 31, 2023 | $ | 351 | $ | - | $ | 676,592 | $ | 488,105 | $ | 19,340 | $ | 1,184,388 | ||||||||
| Stock-based compensation expense (Note 10) | 2 | - | 2,302 | - | - | 2,304 | ||||||||||||||
| Cancellation of Class A common shares (Note 9) | ) | (2 | ) | - | (4,992 | ) | - | - | (4,994 | ) | ||||||||||
| Other comprehensive income | - | - | - | - | 241 | 241 | ||||||||||||||
| Net Income for the period | - | - | - | 91,890 | - | 91,890 | ||||||||||||||
| Series B Preferred Shares dividend (Note 9) | - | - | - | (2,384 | ) | - | (2,384 | ) | ||||||||||||
| Class A common shares dividend (Note 9) | - | - | - | (13,214 | ) | - | (13,214 | ) | ||||||||||||
| Balance at March 31, 2024 | $ | 351 | $ | - | $ | 673,902 | $ | 564,397 | $ | 19,581 | $ | 1,258,231 | ||||||||
| Stock-based compensation expense (Note 10) | 2 | - | 2,154 | - | - | 2,156 | ||||||||||||||
| Other comprehensive loss | - | - | - | - | (1,719 | ) | (1,719 | ) | ||||||||||||
| Net Income for the period | - | - | - | 88,027 | - | 88,027 | ||||||||||||||
| Series B Preferred Shares dividend (Note 9) | - | - | - | (2,384 | ) | - | (2,384 | ) | ||||||||||||
| Class A common shares dividend (Note 9) | - | - | - | (13,255 | ) | - | (13,255 | ) | ||||||||||||
| Balance at June 30, 2024 | $ | 353 | $ | - | $ | 676,056 | $ | 636,785 | $ | 17,862 | $ | 1,331,056 | ||||||||
| Stock-based compensation expense (Note 10) | 2 | - | 2,120 | - | - | 2,122 | ||||||||||||||
| Issuance of Class A common shares, net of offering costs | - | - | 537 | - | - | 537 | ||||||||||||||
| Other comprehensive loss | - | - | - | - | (9,133 | ) | (9,133 | ) | ||||||||||||
| Net Income for the period | - | - | - | 81,147 | - | 81,147 | ||||||||||||||
| Series B Preferred Shares dividend (Note 9) | - | - | - | (2,384 | ) | - | (2,384 | ) | ||||||||||||
| Class A common shares dividend (Note 9) | - | - | - | (15,965 | ) | - | (15,965 | ) | ||||||||||||
| Balance at September 30, 2024 | $ | 355 | $ | - | $ | 678,713 | $ | 699,583 | $ | 8,729 | $ | 1,387,380 |
All values are in US Dollars.
See accompanying notes to interim unaudited condensed consolidated financial statements
F-5
Global Ship Lease, Inc.
Interim Unaudited Condensed Consolidated Statements of Changes in Shareholders’ Equity
(Expressed in thousands of U.S. dollars except share data)
| Number of Class <br> A Common <br> Shares at par <br> value 0.01 | Number of Series B<br> Preferred Shares<br> at par value 0.01 | Class A<br><br> <br>Common<br><br> <br>Shares | Series B<br><br> <br>Preferred<br><br> <br>Shares | Additional<br><br> <br>paid-in<br><br> <br>capital | Retained<br><br> <br>earnings | Accumulated<br><br> <br>Other<br><br> <br>Comprehensive<br><br> <br>Income | Total<br><br> <br>Shareholders'<br><br> <br>Equity | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance at December 31, 2024 | $ | 355 | $ | - | $ | 680,743 | $ | 773,759 | $ | 8,624 | $ | 1,463,481 | ||||||
| Stock-based compensation expense (Note 10) | 2 | - | 2,120 | - | - | 2,122 | ||||||||||||
| Other comprehensive loss | - | - | - | - | (2,409 | ) | (2,409 | ) | ||||||||||
| Net Income for the period | - | - | - | 123,394 | - | 123,394 | ||||||||||||
| Series B Preferred Shares dividend (Note 9) | - | - | - | (2,384 | ) | - | (2,384 | ) | ||||||||||
| Class A common shares dividend (Note 9) | - | - | - | (16,043 | ) | - | (16,043 | ) | ||||||||||
| Balance at March 31, 2025 | $ | 357 | $ | - | $ | 682,863 | $ | 878,726 | $ | 6,215 | $ | 1,568,161 | ||||||
| Stock-based compensation expense (Note 10) | - | - | 2,122 | - | - | 2,122 | ||||||||||||
| Other comprehensive loss | - | - | - | - | (1,602 | ) | (1,602 | ) | ||||||||||
| Net Income for the period | - | - | - | 95,437 | - | 95,437 | ||||||||||||
| Series B Preferred Shares dividend (Note 9) | - | - | - | (2,384 | ) | - | (2,384 | ) | ||||||||||
| Class A common shares dividend (Note 9) | - | - | - | (18,763 | ) | - | (18,763 | ) | ||||||||||
| Balance at June 30, 2025 | $ | 357 | $ | - | $ | 684,985 | $ | 953,016 | $ | 4,613 | $ | 1,642,971 | ||||||
| Stock-based compensation expense (Note 10) | 1 | - | 2,119 | - | - | 2,120 | ||||||||||||
| Issuance of Class A common shares, net of offering costs | - | - | (206 | ) | - | - | (206 | ) | ||||||||||
| Issuance of Series B Preferred shares, net of offering costs | - | - | (239 | ) | - | - | (239 | ) | ||||||||||
| Other comprehensive loss | - | - | - | - | (1,510 | ) | (1,510 | ) | ||||||||||
| Net Income for the period | - | - | - | 95,019 | - | 95,019 | ||||||||||||
| Series B Preferred Shares dividend (Note 9) | - | - | - | (2,384 | ) | - | (2,384 | ) | ||||||||||
| Class A common shares dividend (Note 9) | - | - | - | (18,809 | ) | - | (18,809 | ) | ||||||||||
| Balance at September 30, 2025 | $ | 358 | $ | - | $ | 686,659 | $ | 1,026,842 | $ | 3,103 | $ | 1,716,962 |
All values are in US Dollars.
See accompanying notes to interim unaudited condensed consolidated financial statements
F-6
Global Ship Lease, Inc.
Notes to the Interim Unaudited Condensed Consolidated Financial Statements
(Expressed in thousands of U.S. dollars except share data)
| 1. | Description of Business |
|---|
The Company’s business is to own and charter out containerships to leading liner companies.
On August 14, 2008, Global Ship Lease, Inc. (the “Company”) merged indirectly with Marathon Acquisition Corp., a company then listed on The American Stock Exchange, and with the pre-existing Global Ship Lease, Inc. GSL Holdings, Inc. was the surviving entity (the “Marathon Merger”), changed its name to Global Ship Lease, Inc. and became listed on The New York Stock Exchange (the “NYSE”).
On November 15, 2018, the Company completed a transformative transaction and acquired Poseidon Containers’ 20 containerships, one of which, the Argos, was contracted to be sold, which sale was completed in December 2018, (the “Poseidon Transaction”).
In 2021, the Company purchased 23 vessels. The Company purchased seven containerships of approximately 6,000 TEU each (the “Seven Vessels”), 12 containerships from Borealis Finance LLC (the “Twelve Vessels”) and four 5,470 TEU Panamax containerships (the “Four Vessels”). Also on June 30, 2021, vessel La Tour was sold.
During the second quarter of 2023, the Company purchased four 8,544 TEU vessels for an aggregate purchase price of $123,300, which were delivered on various dates in May and June 2023. Also on March 23, 2023, GSL Amstel was sold.
During the fourth quarter of 2024, the Company agreed to purchase four high-reefer ECO 9,019 TEU vessels for an aggregate price of $273,891, of which three were delivered on various dates in December 2024.
During the first quarter of 2025, the fourth ECO 9,019 TEU vessel was delivered in January 2025, and the Company sold also three vessels Tasman, Keta and Akiteta (see Note 3). In May 2025, Dimitris Y was contracted to be sold for $35,600 and was delivered to the buyers on October 13, 2025.
Following the above-mentioned additions and the sale of vessels in 2021, 2023, 2024 and first quarter of 2025, the Company’s fleet comprises 69 containerships with average age as at September 30, 2025, weighted by TEU capacity, of 18.0 years.
The following table provides information about the 69 vessels owned as at September 30, 2025.
| Company Name ^(1)^ | Country of<br><br> <br>Incorporation | Vessel<br><br> <br>Name | Capacity<br><br> <br>in TEUs ^(2)^ | Year<br><br> <br>Built | Earliest Charter<br><br> <br>Expiry Date | ||
|---|---|---|---|---|---|---|---|
| Global Ship Lease 54 LLC | Liberia | CMA CGM Thalassa | 11,040 | 2008 | 3Q28^(4)^ | ||
| Laertis Marine LLC | Marshall Islands | Zim Norfolk | 9,115 | 2015 | 2Q27 | ||
| Penelope Marine LLC | Marshall Islands | Zim Xiamen | 9,115 | 2015 | 3Q27 | ||
| Telemachus Marine LLC | Marshall Islands | Anthea Y | 9,115 | 2015 | 4Q28 ^(5)^ | ||
| Global Ship Lease 78 LLC ^(3)^ | Liberia | Sydney Express | 9,019 | 2016 | 3Q27 ^(6)^ | ||
| Global Ship Lease 79 LLC ^(3)^ | Liberia | Istanbul Express | 9,019 | 2016 | 3Q26^(6)^ | ||
| Global Ship Lease 77 LLC ^(3)^ | Liberia | Bremerhaven Express | 9,019 | 2015 | 2Q27^(6)^ | ||
| Global Ship Lease 76 LLC ^(3)^ | Liberia | Czech | 9,019 | 2015 | 4Q26 ^(6)^ | ||
| Global Ship Lease 53 LLC | Liberia | MSC Tianjin | 8,603 | 2005 | 3Q27 | ||
| Global Ship Lease 52 LLC | Liberia | MSC Qingdao ^(7)^ | 8,603 | 2004 | 3Q27 | ||
| Global Ship Lease 43 LLC | Liberia | GSL Ningbo | 8,603 | 2004 | 3Q27 | ||
| Global Ship Lease 72 LLC | Liberia | GSL Alexandra | 8,544 | 2004 | 2Q28 ^(8)^ | ||
| Global Ship Lease 73 LLC | Liberia | GSL Sofia | 8,544 | 2003 | 3Q28 ^(8)^ | ||
| Global Ship Lease 74 LLC | Liberia | GSL Effie | 8,544 | 2003 | 3Q28 ^(8)^ | ||
| Global Ship Lease 75 LLC | Liberia | GSL Lydia | 8,544 | 2003 | 2Q28 ^(8)^ | ||
| Global Ship Lease 30 Limited | Marshall Islands | GSL Eleni | 7,847 | 2004 | 4Q27 ^(9)^ | ||
| Global Ship Lease 31 Limited | Marshall Islands | GSL Kalliopi | 7,847 | 2004 | 1Q28 ^(9)^ | ||
| Global Ship Lease 32 Limited | Marshall Islands | GSL Grania | 7,847 | 2004 | 1Q28 ^(9)^ | ||
| Alexander Marine LLC | Marshall Islands | Colombia Express (ex Mary) | 7,072 | 2013 | 4Q28^(10)^ | ||
| Hector Marine LLC | Marshall Islands | Panama Express (ex Kristina) | 7,072 | 2013 | 4Q29 ^(10)^ | ||
| Ikaros Marine LLC | Marshall Islands | Costa Rica Express (ex Katherine) | 7,072 | 2013 | 2Q29 ^(10)^ | ||
| Philippos Marine LLC | Marshall Islands | Nicaragua Express (ex Alexandra) | 7,072 | 2013 | 3Q29 ^(10)^ | ||
| Global Ship Lease 48 LLC | Liberia | CMA CGM Berlioz | 7,023 | 2001 | 1Q29 ^(11)^ | ||
| Aristoteles Marine LLC | Marshall Islands | Mexico Express (ex Alexis) | 6,918 | 2015 | 3Q29 ^(10)^ | ||
| Menelaos Marine LLC | Marshall Islands | Jamaica Express (ex Olivia I) | 6,918 | 2015 | 3Q29 ^(10)^ |
F-7
Global Ship Lease, Inc.
Notes to the Interim Unaudited Condensed Consolidated Financial Statements (continued)
(Expressed in thousands of U.S. dollars except share data)
| 1. | Description of Business (continued) | ||||||
|---|---|---|---|---|---|---|---|
| Company Name ^(1)^ | Country of<br><br> <br>Incorporation | Vessel<br><br> <br>Name | Capacity<br><br> <br>in TEUs ^(2)^ | Year<br><br> <br>Built | Earliest Charter<br><br> <br>Expiry Date | ||
| --- | --- | --- | --- | --- | --- | --- | --- |
| Global Ship Lease 35 LLC | Liberia | GSL Nicoletta | 6,858 | 2002 | 1Q28 | ||
| Global Ship Lease 36 LLC | Liberia | GSL Christen | 6,858 | 2002 | 4Q27 | ||
| Leonidas Marine LLC | Marshall Islands | Agios Dimitrios ^(7)^ | 6,572 | 2011 | 2Q27 | ||
| Global Ship Lease 33 LLC | Liberia | GSL Vinia | 6,080 | 2004 | 1Q28^(12)^ | ||
| Global Ship Lease 34 LLC | Liberia | GSL Christel Elisabeth | 6,080 | 2004 | 1Q28^(12)^ | ||
| GSL Arcadia LLC | Liberia | GSL Arcadia | 6,008 | 2000 | 1Q29^(13)^ | ||
| GSL Melita LLC | Liberia | GSL Melita | 6,008 | 2001 | 3Q29^(13)^ | ||
| GSL Maria LLC | Liberia | GSL Maria | 6,008 | 2001 | 1Q30^(13)^ | ||
| GSL Violetta LLC | Liberia | GSL Violetta | 6,008 | 2000 | 1Q29^(13)^ | ||
| GSL MYNY LLC | Liberia | GSL MYNY | 6,008 | 2000 | 1Q29^(13)^ | ||
| GSL Tegea LLC | Liberia | GSL Tegea | 5,994 | 2001 | 3Q29^(13)^ | ||
| GSL Dorothea LLC | Liberia | GSL Dorothea | 5,994 | 2001 | 3Q29^(13)^ | ||
| Hudson Marine LLC | Marshall Islands | Dimitris Y (ex Zim Europe) ^(15)^ | 5,936 | 2000 | 4Q25 | ||
| Drake Marine LLC | Marshall Islands | Ian H | 5,936 | 2000 | 4Q27 | ||
| Global Ship Lease 68 LLC ^(3)^ | Liberia | GSL Kithira | 5,470 | 2009 | 4Q27 | ||
| Global Ship Lease 69 LLC ^(3)^ | Liberia | GSL Tripoli | 5,470 | 2009 | 3Q27 | ||
| Global Ship Lease 70 LLC ^(3)^ | Liberia | GSL Syros | 5,470 | 2010 | 4Q27 | ||
| Global Ship Lease 71 LLC ^(3)^ | Liberia | GSL Tinos | 5,470 | 2010 | 3Q27 | ||
| Zeus One Marine LLC | Marshall Islands | Orca I | 5,308 | 2006 | 3Q28 | ||
| Hephaestus Marine LLC | Marshall Islands | Dolphin II | 5,095 | 2007 | 1Q28 | ||
| Global Ship Lease 47 LLC | Liberia | GSL Château d’If | 5,089 | 2007 | 4Q26 | ||
| GSL Alcazar Inc. | Marshall Islands | CMA CGM Alcazar | 5,089 | 2007 | 3Q26 | ||
| Global Ship Lease 55 LLC | Liberia | GSL Susan | 4,363 | 2008 | 3Q27 | ||
| Global Ship Lease 50 LLC | Liberia | CMA CGM Jamaica | 4,298 | 2006 | 1Q28 | ||
| Global Ship Lease 49 LLC | Liberia | CMA CGM Sambhar | 4,045 | 2006 | 1Q28 | ||
| Global Ship Lease 51 LLC | Liberia | CMA CGM America | 4,045 | 2006 | 1Q28 | ||
| Global Ship Lease 57 LLC | Liberia | GSL Rossi | 3,421 | 2012 | 1Q26 | ||
| Global Ship Lease 58 LLC | Liberia | GSL Alice | 3,421 | 2014 | 2Q28 | ||
| Global Ship Lease 60 LLC | Liberia | GSL Eleftheria | 3,421 | 2013 | 3Q28 ^(14)^ | ||
| Global Ship Lease 59 LLC | Liberia | GSL Melina | 3,404 | 2013 | 4Q26 | ||
| Pericles Marine LLC | Marshall Islands | Athena | 2,980 | 2003 | 2Q27 | ||
| Global Ship Lease 61 LLC | Liberia | GSL Mercer | 2,824 | 2007 | 1Q27 | ||
| Global Ship Lease 62 LLC | Liberia | GSL Mamitsa (ex Matson Molokai) | 2,824 | 2007 | 1Q28 | ||
| Global Ship Lease 63 LLC | Liberia | GSL Lalo | 2,824 | 2006 | 2Q27 | ||
| Global Ship Lease 42 LLC | Liberia | GSL Valerie | 2,824 | 2005 | 2Q27 | ||
| Global Ship Lease 64 LLC | Liberia | GSL Elizabeth | 2,741 | 2006 | 2Q26 | ||
| Global Ship Lease 65 LLC | Liberia | GSL Chloe (ex Beethoven) | 2,546 | 2012 | 1Q27 | ||
| Global Ship Lease 66 LLC | Liberia | GSL Maren | 2,546 | 2014 | 1Q26 | ||
| Aris Marine LLC | Marshall Islands | Maira | 2,506 | 2000 | 4Q26 | ||
| Aphrodite Marine LLC | Marshall Islands | Nikolas | 2,506 | 2000 | 4Q26 | ||
| Athena Marine LLC | Marshall Islands | Newyorker | 2,506 | 2001 | 2Q27 | ||
| Global Ship Lease 38 LLC | Liberia | Manet | 2,288 | 2001 | 3Q26 | ||
| Global Ship Lease 45 LLC | Liberia | Kumasi | 2,220 | 2002 | 4Q26 | ||
| Global Ship Lease 41 LLC | Liberia | Julie | 2,207 | 2002 | 3Q27 |
F-8
Global Ship Lease, Inc.
Notes to the Interim Unaudited Condensed Consolidated Financial Statements (continued)
(Expressed in thousands of U.S. dollars except share data)
| 1. | Description of Business (continued) |
|---|
(1) All subsidiaries are 100% owned, either directly or indirectly;
(2) Twenty-foot Equivalent Units;
(3) Currently, under a sale and leaseback transaction (see note 2h);
(4) CMA CGM Thalassa was forward fixed for 36 months +/-45 days. The new charter is expected to commence in 4Q 2025;
(5) Anthea Y was forward fixed for 36 months +/- 30 days. The new charter is expected to commence in 4Q 2025;
(6) Sydney Express, Istanbul Express and Bremerhaven Express delivered in 4Q 2024. Czech, the fourth vessel was delivered on January 9, 2025. Firm charters are followed by three 12-month extension periods at charterer’s option. Bremerhaven Express and Sydney Express options were exercised in 3Q 2025;
(7) MSC Qingdao & Agios Dimitrios are fitted with Exhaust Gas Cleaning Systems (“scrubbers”);
(8) GSL Alexandra, GSL Sofia, GSL Lydia and GSL Effie. Firm charters are followed by one year extension period at charterer’s option. GSL Sofia and GSL Effie options were exercised in January 2025. GSL Alexandra and GSL Lydia options were exercised in February 2025. The vessels were forward fixed for 24 months +/- 30 days. The new charters are expected to commence in various dates between 2Q-3Q 2026;
(9) GSL Eleni, GSL Kalliopi and GSL Grania were forward fixed for 35 – 38 months to commence after drydocking, after which the charterer has the option to extend each charter for a further 12 – 16 months;
(10) Colombia Express (ex-Mary), Panama Express (ex-Kristina), Costa Rica Express (ex-Katherine), Nicaragua Express (ex-Alexandra), Mexico Express (ex-Alexis), Jamaica Express (ex-Olivia I). Firm charters are followed by two twelve-month extension periods at charterer’s option;
(11) CMA CGM Berlioz was forward fixed for 36 – 38 months. The new charter is expected to commence in 1Q 2026;
(12) GSL Vinia and GSL Christel Elizabeth are chartered for 36 – 40 months, after which the charterer has the option to extend each charter for a further 12 – 15 months. The new charters both commenced in 1Q 2025;
(13) GSL Maria, GSL Violetta, GSL Arcadia, GSL MYNY, GSL Melita, GSL Tegea and GSL Dorothea. Contract cover for each vessel is for a firm period of at least three years from the date each vessel was delivered in 2021. Thereafter, the charterer has the option to extend each charter for a further 12 months, after which they have the option to extend each charter for a second time – for a period concluding immediately prior to each respective vessel’s 25th year drydocking and special survey. The first extension options have been exercised for all seven ships. Second extension options were exercised in January 2025 for GSL Dorothea, GSL Arcadia, GSL Melita and GSL Tegea, in April 2025 for GSL MYNY and in September 2025 for GSL Maria. The vessels were forward fixed for 36 – 38 months. The new charters are expected to commence between 1Q 2026 and 1Q 2027;
(14) GSL Eleftheria was forward fixed for 33 – 37 months. The new charter is expected to commence in 4Q 2025;
(15) In May 2025, Dimitris Y was contracted to be sold and was delivered to the buyers on October 13, 2025, upon redelivery from the existing charter.
| 2. | Summary of Significant Accounting Policies and Disclosures |
|---|---|
| (a) | Basis of Presentation |
| --- | --- |
The accompanying financial information is unaudited and reflects all adjustments, consisting solely of normal recurring adjustments, which, in the opinion of management, are necessary for a fair statement of financial position and results of operations for the periods presented. The financial information does not include all disclosures required under United States Generally Accepted Accounting Principles (“US GAAP”) for annual financial statements. These interim unaudited condensed consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements as of December 31, 2024, filed with the Securities and Exchange Commission on March 18, 2025, in the Company’s Annual Report on Form 20-F.
F-9
Global Ship Lease, Inc.
Notes to the Interim Unaudited Condensed Consolidated Financial Statements (continued)
(Expressed in thousands of U.S. dollars except share data)
| 2. | Summary of Significant Accounting Policies and Disclosures (continued) |
|---|---|
| (b) | Principles of Consolidation |
| --- | --- |
The accompanying interim unaudited condensed consolidated financial information includes the financial statements of the Company and its wholly owned subsidiaries; the Company has no other interests. All significant intercompany balances and transactions have been eliminated in the Company’s interim unaudited condensed consolidated financial statements.
| (c) | Use of estimates |
|---|
The preparation of interim unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the interim unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates under different assumptions and/or conditions.
| (d) | Vessels in operation |
|---|
Vessels are generally recorded at their historical cost, which consists of the acquisition price and any material expenses incurred upon acquisition, adjusted for the fair value of intangible assets or liabilities associated with above or below market charters attached to the vessels at acquisition. See Intangible Assets and Liabilities at note 2(f) below. Vessels acquired in a corporate transaction accounted for as an asset acquisition are stated at the acquisition price, which consists of consideration paid, plus transaction costs, considering pro rata allocation based on vessels fair value at the acquisition date. Vessels acquired in a corporate transaction accounted for as a business combination are recorded at fair value. Vessels acquired as part of the Marathon Merger in 2008 were accounted for under ASC 805, which required that the vessels be recorded at fair value, less the negative goodwill arising as a result of the accounting for the merger.
Subsequent expenditures for major improvements and upgrades are capitalized, provided they appreciably extend the life, increase the earnings capacity or improve the efficiency or safety of the vessels.
Borrowing costs incurred during the construction of vessels or as part of the prefinancing of the acquisition of vessels are capitalized. There was no capitalized interest for the nine months ended September 30, 2025, and 2024.
Vessels are stated less accumulated depreciation and impairment, if applicable. Vessels are depreciated to their estimated residual value using the straight-line method over their estimated useful lives which are reviewed on an ongoing basis to ensure they reflect current technology, service potential and vessel structure. The useful lives are estimated to be 30 years from original delivery by the shipyard.
Management estimates the residual values of the Company’s container vessels based on a scrap value cost of steel times the weight of the vessel noted in lightweight tons (LWT). Residual values are periodically reviewed and revised to recognize changes in conditions, new regulations or other reasons. Revision of residual values affect the depreciable amount of the vessels and affects depreciation expense in the period of the revision and future periods. Management estimated the residual values of its vessels based on scrap rate of $400 per LWT. For any vessel group which is impaired, the impairment charge is recorded against the cost of the vessel and the accumulated depreciation as at the date of impairment is removed from the accounts.
The cost and related accumulated depreciation of assets retired or sold are removed from the accounts at the time of sale or retirement and any gain or loss is included in the interim unaudited condensed Consolidated Statements of Income.
F-10
Global Ship Lease, Inc.
Notes to the Interim Unaudited Condensed Consolidated Financial Statements (continued)
(Expressed in thousands of U.S. dollars except share data)
| 2. | Summary of Significant Accounting Policies and Disclosures (continued) |
|---|---|
| (e) | Assets Held for Sale |
| --- | --- |
The Company classifies assets and disposal groups as being held for sale when the following criteria are met: management has committed to a plan to sell the asset (disposal group); the asset (disposal group) is available for immediate sale in its present condition; an active program to locate a buyer and other actions required to complete the plan to sell the asset (disposal group) have been initiated; the sale of the asset (disposal group) is probable, and transfer of the asset (disposal group) is expected to qualify for recognition as a completed sale within one year; the asset (disposal group) is being actively marketed for sale at a price that is reasonable in relation to its current fair value; and actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. Long-lived assets or disposal groups classified as held for sale are measured at the lower of their carrying amount or fair value less cost to sell. These assets are not depreciated once they meet the criteria to be held for sale. As of September 30, 2025, Dimitris Y, which was agreed to be sold for a sale price $35,600, did not meet the criteria as held for sale. Dimitris Y was delivered to the buyers on October 13, 2025. As of December 31, 2024, Tasman, which was agreed to be sold for a sale price of $31,500, did not meet the criteria as held for sale as it was under charter and not available for immediate sale. Tasman was sold on March 10, 2025.
| (f) | Intangible assets and liabilities – charter agreements |
|---|
The Company’s intangible assets and liabilities consist of unfavorable lease terms on charter agreements acquired in assets acquisitions. When intangible assets or liabilities associated with the acquisition of a vessel are identified, they are recorded at fair value. Fair value is determined by reference to market data and the discounted amount of expected future cash flows. Where charter rates are higher than market charter rates, an intangible asset is recorded, based on the difference between the acquired charter rate and the market charter rate for an equivalent vessel and equivalent duration of charter party at the date the vessel is delivered. Where charter rates are less than market charter rates, an intangible liability is recorded, based on the difference between the acquired charter rate and the market charter rate for an equivalent vessel. The determination of the fair value of acquired assets and liabilities requires the Company to make significant assumptions and estimates of many variables including market charter rates (including duration), the level of utilization of its vessels and its weighted average cost-of capital (“WACC”).
The estimated market charter rate (including duration) is considered a significant assumption. The use of different assumptions could result in a material change in the fair value of these items, which could have a material impact on the Company’s financial position and results of operations. The amortizable value of favorable and unfavorable leases is amortized over the remaining life of the relevant lease term and the amortization expense or income, respectively, is included under the caption “Amortization of intangible liabilities-charter agreements” in the interim unaudited condensed Consolidated Statements of Income. For any vessel group which is impaired, the impairment charge is recorded against the cost of the vessel and the accumulated depreciation as at the date of impairment is removed from the accounts.
| (g) | Impairment of Long-lived assets |
|---|
Tangible fixed assets, such as vessels, that are held and used or to be disposed of by the Company are reviewed for impairment when events or changes in circumstances indicate that their carrying amounts may not be recoverable. In these circumstances, the Company performs step one of the impairment test by comparing the undiscounted projected net operating cash flows for each vessel group to its carrying value. A vessel group comprises the vessel, the unamortized portion of deferred drydocking related to the vessel and the related carrying value of the intangible asset or liability (if any) with respect to the time charter attached to the vessel at its purchase. If the undiscounted projected net operating cash flows of the vessel group are less than its carrying amount, management proceeds to step two of the impairment assessment by comparing the vessel group’s carrying amount to its fair value, including any applicable charter, and an impairment loss is recorded equal to the difference between the vessel group’s carrying value and fair value. Fair value is determined with the assistance from valuations obtained from third party independent ship brokers.
The Company uses a number of assumptions in projecting its undiscounted net operating cash flows analysis including, among others, (i) revenue assumptions for charter rates on expiry of existing charters, which are based on forecast charter rates, where relevant, in the four years from the date of the impairment test and a reversion to the historical mean of time charter rates for each vessel thereafter (ii) off-hire days, which are based on actual off-hire statistics for the Company’s fleet (iii) operating costs, based on current levels escalated over time based on long term trends (iv) dry docking frequency, duration and cost (v) estimated useful life, which is assessed as a total of 30 years from original delivery by the shipyard and (vi) scrap values.
F-11
Global Ship Lease, Inc.
Notes to the Interim Unaudited Condensed Consolidated Financial Statements (continued)
(Expressed in thousands of U.S. dollars except share data)
| 2. | Summary of Significant Accounting Policies and Disclosures (continued) |
|---|---|
| (g) | Impairment of Long-lived assets (continued) |
| --- | --- |
Revenue assumptions are based on contracted charter rates up to the end of the existing contract of each vessel, and thereafter, estimated time charter rates for the remaining life of the vessel. The estimated time charter rate used for non-contracted revenue days of each vessel is considered a significant assumption. Recognizing that the container shipping industry is cyclical and subject to significant volatility based on factors beyond the Company’s control, management believes that using forecast charter rates in the four years from the date of the impairment assessment and a reversion to the historical mean of time charter rates thereafter, represents a reasonable benchmark for the estimated time charter rates for the non-contracted revenue days, and takes into account the volatility and cyclicality of the market.
During the nine months ended September 30, 2025, and 2024, the Company evaluated the impact of current economic situation on the recoverability of all its vessel groups and has determined that there were no events or changes in circumstances which indicated that their carrying amounts may not be recoverable. Accordingly, there was no triggering event and no impairment test was performed for the nine months ended September 30, 2025, and 2024.
Through the latter part of 2024, the Company noted that events and circumstances triggered the existence of potential impairment for some of
Company’s vessel groups. These indicators included the potential impact of the current container sector on management’s expectation for future revenues, as well as some volatility in the charter market and the
vessels’ market values. As a result, the Company performed step one of the impairment assessment of each of the Company’s vessel groups by comparing the undiscounted projected net operating cash flows for
each vessel group to their carrying value and step two of the impairment analysis was not required for any vessel group, as their undiscounted projected net operating cash flows exceeded their carrying value. Accordingly, no impairment
recorded for the year ended December 31, 2024.
| (h) | Revenue recognition and related expense |
|---|
The Company charters out its vessels on time charters which involves placing a vessel at a charterer’s disposal for a specified period of time during which the charterer uses the vessel in return for the payment of a specified daily hire rate. Such charters are accounted for as operating leases and therefore revenue is recognized on a straight-line basis as the average revenues over the rental periods of such charter agreements, as service is performed. Cash received in excess of earned revenue is recorded as deferred revenue. If a time charter contains one or more consecutive option periods, then subject to the options being exercisable solely by the Company, the time charter revenue will be recognized on a straight-line basis over the total remaining life of the time charter, including any options which are more likely than not to be exercised. If a time charter is modified, including the agreement of a direct continuation at a different rate, the time charter revenue will be recognized on a straight-line basis over the total remaining life of the time charter from the date of modification. During the nine-month periods ended September 30, 2025, and 2024, an amount of $3,221 and $8,854 loss, respectively, has been recorded in time charter-revenues for such modifications and revenues recognized on a straight-line basis. Any difference between the charter rate invoiced and the time charter revenue recognized is classified as, or released from, deferred revenue. As of September 30, 2025, current and non-current portion from implementing the straight-line basis, amounting to $12,655 ($9,657 as for December 31, 2024) and $13,451 ($19,670 as for December 31, 2024), respectively, are presented in the interim condensed unaudited Consolidated Balance Sheets in the line item “Prepaid expenses and other current assets” and “Other non-current assets”, respectively. As of September 30, 2025, current liability and non-current liability from implementing the straight-line basis, amounting to $10,430 ($5,310 as of December 31, 2024) and $4,319 ($9,438 as of December 31, 2024), are presented in the interim condensed unaudited Consolidated Balance Sheets in the line item “Current portion of deferred revenue” and “Deferred revenue, net of current portion”, respectively.
Revenues are recorded net of address commissions, which represent a discount provided directly to the charterer based on a fixed percentage of the agreed upon charter rate. Charter revenue received in advance which relates to the period after a balance sheet date is recorded as deferred revenue within current liabilities until the respective charter services are rendered.
Under time charter arrangements the Company, as owner, is responsible for all the operating expenses of the vessels, such as crew costs, insurance, repairs and maintenance, and such costs are expensed as incurred and are included in vessel operating expenses.
Commission paid to brokers to facilitate the agreement of a new charter are included in time charter and voyage expenses as are certain expenses related to a voyage, such as the costs of bunker fuel consumed when a vessel is off-hire or idle.
Leases: In cases of lease agreements where the Company acts as the lessee, the Company recognizes an operating lease asset and a corresponding lease liability on the interim unaudited condensed Consolidated Balance Sheets. Following initial recognition and with regards to subsequent measurement the Company remeasures lease liability and right of use asset at each reporting date.
F-12
Global Ship Lease, Inc.
Notes to the Interim Unaudited Condensed Consolidated Financial Statements (continued)
(Expressed in thousands of U.S. dollars except share data)
| 2. | Summary of Significant Accounting Policies and Disclosures (continued) |
|---|---|
| (h) | Revenue recognition and related expense (continued) |
| --- | --- |
Leases where the Company acts as the lessor are classified as either operating or sales-type / direct financing leases.
In cases of lease agreements where the Company acts as the lessor under an operating lease, the Company keeps the underlying asset on the interim unaudited condensed Consolidated Balance Sheets and continues to depreciate the assets over its useful life. In cases of lease agreements where the Company acts as the lessor under a sales-type / direct financing lease, the Company derecognizes the underlying asset and records a net investment in the lease. The Company acts as a lessor under operating leases in connection with all of its charter out -bareboat- out arrangements.
In cases of sale and leaseback transactions, if the transfer of the asset to the lessor does not qualify as a sale, then the transaction constitutes a failed sale and leaseback and is accounted for as a financial liability. For a sale to have occurred, the control of the asset would need to be transferred to the lessor, and the lessor would need to obtain substantially all the benefits from the use of the asset.
The Company elected the practical expedient which allows the Company to treat the lease and non-lease components as a single lease component for the leases where the timing and pattern of transfer for the non-lease component and the associated lease component to the lessees are the same and the lease component, if accounted for separately, would be classified as an operating lease. The combined component is therefore accounted for as an operating lease under ASC 842, as the lease components are the predominant characteristics.
| (i) | Segment Reporting |
|---|
The Company derives its revenues from chartering vessels to liner companies. The Company reports financial information and evaluates its operations by charter revenues and not by the length of ship employment for its customers. The Company does not use discrete financial information to evaluate operating results for each vessel or type of charter. Management does not identify expenses, profitability or other financial information by vessel or charter type. The Company’s Executive Chairman, Chief Executive Officer and Chief Financial Officer, collectively, who are the Chief Operating Decision Maker ("CODM"), review operating results solely by revenue per day and consolidated net income of the fleet and thus the Company has determined that it operates under one operating and reportable segment. Consolidated vessel operating expense information presented within the Interim Unaudited Condensed Consolidated Statements of Income are considered to be significant expenses. Furthermore, when the Company charters a vessel to a charterer, the charterer is free to trade the vessel worldwide, subject to restrictions as per the charter agreement, and, as a result, the disclosure of geographic information is impracticable.
| (j) | Fair Value Measurement and Financial Instruments |
|---|
Financial instruments carried on the interim unaudited condensed Consolidated Balance Sheets include cash and cash equivalents, restricted cash, time deposits, trade receivables and payables, other receivables and other liabilities and long-term debt. The particular recognition methods applicable to each class of financial instrument are disclosed in the applicable significant policy description of each item or included below as applicable.
Fair value measurement: Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e. the “exit price”) in an orderly transaction between market participants at the measurement date. The hierarchy is broken down into three levels based on the observability of inputs as follows:
Level 1 - Valuations based on quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not applied to Level 1 instruments. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these products does not entail a significant degree of judgment.
F-13
Global Ship Lease, Inc.
Notes to the Interim Unaudited Condensed Consolidated Financial Statements (continued)
(Expressed in thousands of U.S. dollars except share data)
| 2. | Summary of Significant Accounting Policies and Disclosures (continued) |
|---|---|
| (j) | Fair Value Measurement and Financial Instruments (continued) |
| --- | --- |
Level 2 - Valuations based on one or more quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.
Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement.
In December 2021, the Company purchased interest rate caps with an aggregate notional amount of $484,106, which amortizes over time as the Company’s outstanding debt balances decline. In February 2022, the Company further hedged its exposure by putting in place two USD one-month LIBOR interest rate caps of 0.75% through fourth quarter 2026, on $507,891 of its floating rate debt. The second interest rate cap was not designated as a cash flow hedge and therefore the negative fair value adjustment of $3,937 as at September 30, 2025 ($4,957 negative fair value adjustment as at September 30, 2024), was recorded through interim unaudited condensed Consolidated Statements of Income. ASC 815-20-25-13a stipulates that an entity may designate either all or certain future interest payments on variable-rate debt as the hedged exposure in a cash flow hedge relationship. The Company is designating certain future interest payments on its outstanding variable-rate debt as the hedged item in this relationship. Under ASC 815-20-25-106e, “for cash flow hedges of the interest payments on only a portion of the principal amount of the interest-bearing asset or liability, the notional amount of the interest rate cap designated as the hedging instrument matches the principal amount of the portion of the asset or liability on which the hedged interest payments are based”. In this case, the Company has designated only a portion of its outstanding debt (initially, $253,946) as the hedged item, and any interest payments beyond the notional amount of the interest rate cap in any given period are not designated as being hedged. As of September 30, 2025, all Company’s loan agreements have been amended and restated to take into effect the transition from LIBOR to the Secured Overnight Financing Rate (“SOFR”) and the relevant provisions on a replacement rate. In addition, the Company’s interest rate caps automatically transited to 1-month Compounded SOFR on July 1, 2023, at a level of 0.64%.
The Company assesses the effectiveness of the hedges on an ongoing basis. The amounts included in accumulated other comprehensive income will be reclassified to interest expense should the hedge no longer be considered effective.
As of September 30, 2025, and September 30, 2024, following a quantitative assessment, part of the hedge was no longer considered effective and an amount of $nil and $877, respectively, was reclassified to other comprehensive income to the interim unaudited condensed Consolidated Statements of Income.
The objective of the hedges is to reduce the variability of cash flows associated with the interest rates relating to the Company’s variable rate borrowings. When derivatives are used, the Company is exposed to credit loss in the event of non-performance by the counterparties; however, non-performance is not anticipated. ASC 815, Derivatives and Hedging, requires companies to recognize all derivative instruments as either assets or liabilities at fair value in the balance sheet. The fair values of the interest rate derivatives are based on quoted market prices for similar instruments from commercial banks (based on significant observable inputs - Level 2 inputs).
On April 4, 2024, the Company entered into a foreign exchange option strip (“FX option”) to purchase €3,000, with monthly settlements, starting April 11, 2024, and ended March 13, 2025. The strike price was EURUSD 1.10. The Company entered to this option to hedge the downside foreign exchange risk associated with expenses denominated in EUR against fluctuations between the US Dollar and Euro. This FX option was designated as a cash flow hedge of anticipated expenses totalling €3,000, expected to occur each month. Changes in the fair value of the option other than “intrinsic value” were excluded from the assessment of effectiveness. The effectiveness of the hedging relationship was periodically assessed during the life of the hedge by comparing the terms of the option and the forecasted expenses to ensure that they continued to coincide. Should the critical terms no longer match exactly, hedge effectiveness (both prospective and retrospective) was assessed by evaluating the dollar-offset ratio of the spot intrinsic value of the actual option contract and a hypothetically perfect option contract.
Financial Risk Management: The Company activities expose it to a variety of financial risks including fluctuations in, time charter rates, credit and interest rates risk. Risk management is carried out under policies approved by executive management. Guidelines are established for overall risk management, as well as specific areas of operations.
F-14
Global Ship Lease, Inc.
Notes to the Interim Unaudited Condensed Consolidated Financial Statements (continued)
(Expressed in thousands of U.S. dollars except share data)
| 2. | Summary of Significant Accounting Policies and Disclosures (continued) |
|---|---|
| (j) | Fair Value Measurement and Financial Instruments (continued) |
| --- | --- |
Credit risk: The Company closely monitors its credit exposure to customers and counterparties for credit risk. The Company has entered into commercial management agreement with Conchart Commercial Inc. (“Conchart”), pursuant to which Conchart has agreed to provide commercial management services to the Company, including the negotiation, on behalf of the Company, vessel employment contracts (see note 7). Conchart has policies in place to ensure that it trades with customers and counterparties with an appropriate credit history. Financial instruments that potentially subject the Company to concentrations of credit risk are accounts receivable, cash and cash equivalents and time deposits. The Company does not believe its exposure to credit risk is likely to have a material adverse effect on its financial position, results of operations or cash flows.
Liquidity Risk: Prudent liquidity risk management implies maintaining sufficient cash and marketable securities, the availability of funding through an adequate amount of committed credit facilities and the ability to close out market positions. The Company monitors cash balances appropriately to meet working capital needs.
Foreign Exchange Risk: Foreign currency transactions are translated into the measurement currency rates prevailing at the dates of transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies are recognized in the interim unaudited condensed Consolidated Statements of Income.
| (k) | Derivative instruments |
|---|
The Company is exposed to interest rate risk relating to its variable rate borrowings. In December 2021, the Company purchased interest rate caps with an aggregate notional amount of $484,106 (“December 2021 hedging"), which amount reduces over time as the Company’s outstanding debt balances amortize. The objective of the hedges is to reduce the variability of cash flows associated with the interest relating to its variable rate borrowings.
At the inception of the transaction, the Company documents the relationship between hedging instruments and hedged items, as well as its risk management objective and the strategy for undertaking various hedging transactions. The Company also documents its assessment, both at the hedge inception and on an ongoing basis, of whether the derivative financial instruments that are used in hedging transactions are highly effective in offsetting changes in fair values or cash flows of hedged items.
This transaction is designated as a cash flow hedge, and under ASU 2017-12, cash flow hedge accounting allows all changes in fair value to be recorded through Other Comprehensive Income once hedge effectiveness has been established. Under ASC 815-30-35-38, amounts in accumulated other comprehensive income shall be reclassified into earnings in the same period or periods during which the hedged forecasted transaction affects earnings (i.e., each quarter) and shall be presented in the same income statement line item as the earnings effect of the hedged item in accordance with paragraph 815-20-45-1A.
The premium paid related to this derivative was classified in the interim unaudited condensed Consolidated Statements of Cash Flows as operating activities in the line item “Derivative assets”. The premium shall be amortized into earnings “on a systematic and rational basis over the period in which the hedged transaction affects earnings” (ASC 815-30-35-41A); that is, the Company will expense the premium over the life of the interest rate cap in accordance with the “caplet method,” as described in Derivatives Implementation Group (DIG) Issue G20. DIG Issue G20 dictates that the cost of the interest rate cap is recognized on earnings over time, based on the value of each periodic caplet. The cost per period will change as the caplet for that period changes in value. Given that the interest rate cap is forward-starting, expensing of the premium will not begin until the effective start date of the interest rate cap, in order to match potential cap revenue with the cap expenses in the period in which they are incurred.
In February 2022, the Company further purchased two interest rate caps with an aggregate notional amount of $507,891. The first interest rate cap of $253,946 which has been designated as a cash flow hedge, has the same accounting treatment as described above for the December 2021 hedging. The second interest rate cap was not designated as a cash flow hedge and therefore the negative fair value adjustment of $3,937 as at September 30, 2025 ($4,957 negative fair value adjustment as at September 30, 2024) was recorded through interim unaudited condensed Consolidated Statements of Income. ASC 815-20-25-13a stipulates that an entity may designate either all or certain future interest payments on variable-rate debt as the hedged exposure in a cash flow hedge relationship. In this case, the Company has designated only a portion of its outstanding debt (initially $253,946) as the hedged item, and any interest payments beyond the notional amount of the interest rate cap in any given period are not designated as being hedged (see note 5). As of September 30, 2025, all Company’s loan agreements have been amended and restated to take into effect the transition from LIBOR to SOFR and the relevant provisions on a replacement rate. In addition, the Company’s interest rate caps automatically transited to 1-month Compounded SOFR on July 1, 2023, at a level of 0.64%.
F-15
Global Ship Lease, Inc.
Notes to the Interim Unaudited Condensed Consolidated Financial Statements (continued)
(Expressed in thousands of U.S. dollars except share data)
| 2. | Summary of Significant Accounting Policies and Disclosures (continued) |
|---|---|
| (k) | Derivative instruments (continued) |
| --- | --- |
The amounts included in accumulated other comprehensive income will be reclassified to interest expense should the hedge no longer be considered effective. The Company assesses the effectiveness of the hedges on an ongoing basis. As of September 30, 2025, interest rate cap notional amount covers ~76% of the outstanding floating debt. As of September 30, 2025, and September 30, 2024, following a quantitative assessment, part of the hedge was no longer considered effective and an amount of $nil and $877, respectively, was reclassified to other comprehensive income to the interim unaudited condensed Consolidated Statements of Income.
On April 4, 2024, the Company entered into a foreign exchange option strip (“FX option”) to purchase €3,000, with monthly settlements, starting April 11, 2024, and ended March 13, 2025. The initial value of the excluded component was equal to the option premium of €417 and was recognized in earnings using the amortization approach as per ASC 815-20-25-83A. The FX option ended on March 13, 2025, and no amount has been reclassified for this period to other comprehensive income to the interim unaudited condensed Consolidated Statements of Income.
| (l) | Recent accounting pronouncements |
|---|
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Taxes Disclosures, which requires greater disaggregation of income tax disclosures. The new standard requires additional information to be disclosed with respect to the income tax rate reconciliation and income taxes paid disaggregated by jurisdiction. This ASU should be applied prospectively for fiscal years beginning after December 15, 2024, with retrospective application permitted. The Company will adopt this ASU prospectively for the period ending December 31, 2025, and does not expect an impact to its disclosures, financial condition or results of operations as the Company is not subject to income taxes on its shipping income rather the Company’s vessels are liable for tax based on the tonnage of the vessel, under the regulations applicable to the country of incorporation of the vessel owning company, which is included within vessels’ operating expenses.
In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The standard is intended to enhance transparency of income statement disclosures primarily through additional disaggregation of relevant expense captions. The standard is effective for annual reporting periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with prospective or retrospective application permitted. The Company is currently evaluating the potential impact of adopting this standard on the Company’s interim unaudited condensed Consolidated Financial Statements and disclosures.
| 3. | Vessels in Operation | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Vessel Cost,<br><br> <br>as adjusted for<br><br> <br>Impairment charges | Accumulated<br><br> <br>Depreciation | Net Book<br><br> <br>Value | |||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| As of January 1, 2024 | $ | 1,992,613 | $ | (328,512 | ) | $ | 1,664,101 | ||
| Additions | 296,242 | - | 296,242 | ||||||
| Depreciation | - | (75,703 | ) | (75,703 | ) | ||||
| As of December 31, 2024 | $ | 2,288,855 | $ | (404,215 | ) | $ | 1,884,640 | ||
| Additions | 101,724 | - | 101,724 | ||||||
| Disposals | (47,276 | ) | 25,426 | (21,850 | ) | ||||
| Depreciation | - | (68,779 | ) | (68,779 | ) | ||||
| As of September 30, 2025 | $ | 2,343,303 | $ | (447,568 | ) | $ | 1,895,735 |
As of September 30, 2025, and September 30, 2024, the Company had made additions for vessel expenditures, reefers, emissions management and ERP modules. As of September 30, 2025, and September 30, 2024, unpaid capitalized expenses were $11,150 and $6,883, respectively. As of December 31, 2024, unpaid capitalized expenses were $13,556.
F-16
Global Ship Lease, Inc.
Notes to the Interim Unaudited Condensed Consolidated Financial Statements (continued)
(Expressed in thousands of U.S. dollars except share data)
| 3. | Vessels in Operation (continued) |
|---|
2025 Vessel acquisition
In January 2025, the Company took delivery of the fourth high-reefer ECO 9,019 TEU Vessel as per below:
| Name | Capacity in TEUs | Year Built | Purchase Price | Delivery date | |||
|---|---|---|---|---|---|---|---|
| Czech (*) | 9,019 | 2015 | $68,391 | January 9, 2025 |
(*) The charter of the fourth high-reefer ECO 9,019 TEU Vessels resulted in an intangible liability of $15,987 that was recognized and is being amortized over the remaining useful life of the charter.
As of December 31, 2024, the Company had paid $6,850 advance for this vessel acquisition.
2024 Vessels acquisitions
In December 2024, the Company took delivery of the three high-reefer ECO 9,019 TEU Vessels as per below:
| Name | Capacity in TEUs | Year Built | Purchase Price | Delivery date | |||
|---|---|---|---|---|---|---|---|
| Sydney Express (*) | 9,019 | 2016 | $68,500 | December 6, 2024 | |||
| Istanbul Express (*) | 9,019 | 2016 | $68,500 | December 11, 2024 | |||
| Bremerhaven Express (*) | 9,019 | 2015 | $68,500 | December 30, 2024 |
(*) The charters of the three high-reefer ECO 9,019 TEU Vessels resulted in an intangible liability of $49,295 that was recognized and is being amortized over the remaining useful life of the charters.
2025 Sale of Vessels
In May 2025, Dimitris Y was contracted to be sold for $35,600 and was delivered to the buyers on October 13, 2025. On July 28, 2025, the vessel was released as collateral under the Company’s $350,000 5.69% Senior Secured Notes due 2027.
On March 24, 2025, the Company sold Keta, a 2,200 TEU vessel, for net proceeds of $11,944, and the vessel was released as collateral under the Company’s $350,000 5.69% Senior Secured Notes due 2027. The net gain from the sale of vessel was $7,121.
On March 10, 2025, the Company sold Tasman, a 5,936 TEU vessel, for net proceeds of $30,846, and the vessel was released as collateral under the Company’s $350,000 5.69% Senior Secured Notes due 2027. The net gain from the sale of vessel was $17,929.
On February 19, 2025, the Company sold Akiteta, a 2,200 TEU vessel, for net proceeds of $10,693, and the vessel was released as collateral under the Company’s $350,000 5.69% Senior Secured Notes due 2027. The net gain from the sale of vessel was $3,279.
Impairment
The Company has evaluated the impact of current economic situation on the recoverability of all its vessel groups and has determined that there were no events or changes in circumstances which indicated that their carrying amounts may not be recoverable. Accordingly, there was no triggering event and no impairment test was performed during the nine months ended September 30, 2025.
Through the latter part of 2024, the Company noted that events and circumstances triggered the existence of potential impairment for some of
Company’s vessel groups. These indicators included the potential impact of the current container sector on management’s expectation for future revenues, as well as some volatility in the charter market and the
vessels’ market values. As a result, the Company performed step one of the impairment assessment of each of the Company’s vessel groups by comparing the undiscounted projected net operating cash flows for
each vessel group to their carrying value and step two of the impairment analysis was not required for any vessel group, as their undiscounted projected net operating cash flows exceeded their carrying value. Accordingly, no impairment
recorded for the year ended December 31, 2024.
F-17
Global Ship Lease, Inc.
Notes to the Interim Unaudited Condensed Consolidated Financial Statements (continued)
(Expressed in thousands of U.S. dollars except share data)
| 3. | Vessels in Operation (continued) |
|---|
Collateral
As of September 30, 2025, 16 vessels were mortgaged as collateral under the 5.69% Senior Secured Notes due 2027 and 36 vessels under the Company’s loan facilities. 17 vessels were unencumbered as of September 30, 2025.
Advances for vessels acquisitions and other additions
As of September 30, 2025, and December 31, 2024, the Company made $nil and a $6,850, respectively, advance for a vessel acquisition, which was delivered on January 9, 2025. As of September 30, 2025, and December 31, 2024, the Company had also made advances for other vessel additions totalling $7,418 and $11,784, respectively.
| 4. | Intangible Liabilities – Charter Agreements |
|---|
Intangible Liabilities – Charter Agreements as of September 30, 2025, and December 31, 2024, consisted of the following:
| September 30,<br><br> <br>2025 | December 31,<br><br> <br>2024 | |||||
|---|---|---|---|---|---|---|
| Opening balance | $ | 49,431 | $ | 5,662 | ||
| Additions ^(*)(**)^ | 15,987 | 49,295 | ||||
| Amortization | (9,888 | ) | (5,526 | ) | ||
| Total | $ | 55,530 | $ | 49,431 |
(*) As of December 31, 2024, the charters of the three high-reefer ECO 9,019 TEU Vessels resulted in an intangible liability of $49,295 that was recognized and is being amortized over the remaining useful life of the charters.
(**) During the first quarter of 2025, the charter of the fourth high-reefer ECO 9,019 TEU Vessels resulted in an intangible liability of $15,987 that was recognized and is being amortized over the remaining useful life of the charter.
Intangible liabilities are related to acquisition of the four high-reefer ECO 9,019 TEU vessels delivered in December 2024 and January 2025, and management’s estimate of the fair value of below-market charters on August 14, 2008, the date of the Marathon Merger. These intangible liabilities are being amortized over the remaining life of the relevant lease terms and the amortization income is included under the caption “Amortization of intangible liabilities-charter agreements” in the Consolidated Statements of Income.
Amortization income of intangible liabilities-charter agreements for each of the nine months ended September 30, 2025, and 2024 was $9,888 and $4,523, respectively.
The aggregate amortization of the intangible liabilities in each of the 12-month periods up to September 30, 2030, and thereafter, is estimated to be as follows:
| Amount | ||
|---|---|---|
| September 30, 2026 | $ | 12,898 |
| September 30, 2027 | 12,763 | |
| September 30, 2028 | 12,798 | |
| September 30, 2029 | 12,745 | |
| September 30, 2030, and thereafter | 4,326 | |
| $ | 55,530 |
The weighted average life for the remaining intangible liabilities-charter agreements terms is 4.36 year.
F-18
Global Ship Lease, Inc.
Notes to the Interim Unaudited Condensed Consolidated Financial Statements (continued)
(Expressed in thousands of U.S. dollars except share data)
| 5. | Derivative Assets |
|---|
In December 2021, the Company purchased interest rate caps with an aggregate notional amount of $484,106, which amount reduces over time as the Company’s outstanding debt balances amortize. The objective of the hedges is to reduce the variability of cash flows associated with the interest relating to its variable rate borrowings. The Company receives payments on the caps for any period that the one-month USD LIBOR rate is above beyond the strike rate, which is 0.75%. The termination date of the interest rate cap agreements is November 30, 2026. The premium paid to purchase the interest caps was $7,000, which was paid out of cash on December 22, 2021. The premium is being amortized over the life of the interest rate cap by using the caplet method.
In February 2022, the Company further hedged its exposure to a potential rising interest rate environment by putting in place two USD one-month LIBOR interest rate caps of 0.75% through fourth quarter 2026, on $507,891 of its floating rate debt. The second interest rate cap was not designated as a cash flow hedge and therefore the negative fair value adjustment of $3,937 as at September 30, 2025 ($4,957 negative fair value adjustment as at September 30, 2024) was recorded through Interim Unaudited Condensed Consolidated Statements of Income. The premium paid by the Company to purchase the interest rate caps was $15,370, which was paid out of cash on the settlement date. ASC 815-20-25-13a stipulates that an entity may designate either all or certain future interest payments on variable-rate debt as the hedged exposure in a cash flow hedge relationship. In this case, the Company has designated only a portion of its outstanding debt (initially, $253,946) as the hedged item, and any interest payments beyond the notional amount of the interest rate cap in any given period are not designated as being hedged. Amount received from interest rate caps for each of the nine-month periods ended September 30, 2025, and 2024, was $13,136 and $21,198, respectively.
On April 4, 2024, the Company entered into a foreign exchange option strip (“FX option”) to purchase €3,000, with monthly settlements which started on April 11, 2024 and ended on March 13, 2025. The initial value of the excluded component was equal to the option premium of €417 and was recognized in earnings using the amortization approach as per ASC 815-20-25-83A.
| September 30,<br><br> <br>2025 | December 31,<br><br> <br>2024 | |||||
|---|---|---|---|---|---|---|
| Opening balance | $ | 20,406 | $ | 41,506 | ||
| FX option premium | 194 | 249 | ||||
| Unrealized loss on derivative assets (interest rate caps) | (8,099 | ) | (15,933 | ) | ||
| Unrealized loss on FX option | (197 | ) | (246 | ) | ||
| Fair value adjustment on derivative asset | (3,937 | ) | (5,170 | ) | ||
| Closing balance | $ | 8,367 | $ | 20,406 | ||
| Less: Current portion of derivative assets (interest rate caps) | (7,823 | ) | (14,434 | ) | ||
| Less: Current portion of FX option | - | (3 | ) | |||
| Non-current portion of derivative assets (interest rate caps) | $ | 544 | $ | 5,969 |
The amounts included in accumulated other comprehensive income will be reclassified to interest expense should the hedge no longer be considered effective. The Company assesses the effectiveness of the hedges on an ongoing basis. As of September 30, 2025, interest rate cap notional amount covers ~76% of the outstanding floating debt. As of September 30, 2025, and September 30, 2024, following a quantitative assessment, part of the hedge was no longer considered effective and an amount of $nil and $877, respectively, was reclassified to other comprehensive income to the interim unaudited condensed Consolidated Statements of Income. The Company will continue to assess the effectiveness of the hedge on an ongoing basis.
F-19
Global Ship Lease, Inc.
Notes to the Interim Unaudited Condensed Consolidated Financial Statements (continued)
(Expressed in thousands of U.S. dollars except share data)
| 6. | Long-Term Debt |
|---|
Long-term debt as of September 30, 2025, and December 31, 2024, consisted of the following:
| Facilities | December 31,<br><br> <br>2024 | ||||
|---|---|---|---|---|---|
| UBS Credit Facility (a) | 78,000 | $ | - | ||
| 2024 Senior Secured Term Loan Facility (b) | 252,000 | 288,000 | |||
| 2027 Secured Notes (c) | 192,500 | 231,875 | |||
| Macquarie loan (d) | - | 23,500 | |||
| E.SUN, MICB, Cathay, Taishin Credit Facility (e) | - | 8,300 | |||
| HCOB, CACIB, ESUN, CTBC, Taishin Credit Facility (f) | - | 52,111 | |||
| Total credit facilities | 522,500 | $ | 603,786 | ||
| Sale and Leaseback Agreements | |||||
| Sale and Leaseback Agreement Minsheng - 178,000 (m) | 170,238 | 44,500 | |||
| Sale and Leaseback Agreement CMBFL - 120,000 (n) | 38,862 | 42,813 | |||
| Total Sale and Leaseback Agreements | 209,100 | $ | 87,313 | ||
| Total borrowings | 731,600 | $ | 691,099 | ||
| Less: Current portion of long-term debt | (128,500 | ) | (136,559 | ) | |
| Less: Current portion of Sale and Leaseback Agreements (m,n,o,p) | (19,067 | ) | (8,717 | ) | |
| Less: Deferred financing costs (r) | (6,250 | ) | (7,042 | ) | |
| Non-current portion of Long-Term Debt | 577,783 | $ | 538,781 |
All values are in US Dollars.
Facilities and Senior Secured Notes
| a) | $85.0 Million UBS Credit Facility |
|---|
On March 26, 2025, the Company entered into a $85,000 credit facility with UBS AG (“UBS”) to prepay in full certain of its outstanding debt facilities. Total amount was drawn on April 2, 2025, and the credit facility has a maturity in the second quarter of 2028.
The term loan facility is repayable in 12 equal consecutive quarterly instalments of $7,000, together with a final balloon payment of $1,000 payable together with the last repayment instalment.
This facility’s interest rate is SOFR plus a margin of 2.15% per annum payable quarterly in arrears.
The Company used the net proceeds from the UBS Credit Facility and prepaid in full, the following existing debt facilities (i) Macquarie Credit Facility (fully prepaid on April 3, 2025 the amount of $17,500), (ii) E.SUN, MICB, Cathay, Taishin Credit Facility, and (iii) HCOB, CACIB, ESUN, CTBC, Taishin Credit Facility (fully prepaid on April 3, 2025 the amount of $46,818). On March 28, 2025, the Company fully prepaid with its own cash the amount $5,900 of E.SUN, MICB, Cathay, Taishin Credit Facility, as no drawdown of the UBS Credit Facility had taken place during the first quarter of 2025.
As of September 30, 2025, full amount had been drawn and the outstanding balance of this facility was $78,000.
| b) | $300.0 Million Senior Secured Term Loan Facility CACIB, ABN, Bank of America, First Citizens Bank, CTBC |
|---|
On August 7, 2024, the Company entered into a $300,000 senior secured term loan facility (the “2024 Senior Secured Term Loan Facility”). As of December 31, 2024, the banks in this facility were: Credit Agricole Corporate and Investment Bank (“CACIB”), ABN AMRO Bank N.V. (“ABN”), Bank of America N.A. (“BofA”), First Citizens Bank & Trust Company (“First Citizens”) and CTBC Bank Co. Ltd. (“CTBC”) to refinance, or prepay, in full or in part, certain of its outstanding debt facilities.
All three tranches were drawdown in the third quarter of 2024 and the term loan facility has a maturity in the third quarter of 2030.
F-20
Global Ship Lease, Inc.
Notes to the Interim Unaudited Condensed Consolidated Financial Statements (continued)
(Expressed in thousands of U.S. dollars except share data)
| 6. | Long-Term Debt (continued) |
|---|---|
| b) | $300.0 Million Senior Secured Term Loan Facility CACIB, ABN, Bank of America, First Citizens Bank, CTBC (continued) |
| --- | --- |
The term loan facility is repayable in 12 equal consecutive quarterly instalments of $12,000, four equal consecutive quarterly instalments of $10,000, four equal consecutive quarterly instalments of $8,000 and four equal consecutive quarterly instalments of $6,000 together with a final balloon payment of $60,000 on the term loan facility termination date.
This facility’s interest rate is SOFR plus a margin of 1.85% per annum payable quarterly in arrears.
The Company used the net proceeds from the 2024 Senior Secured Term Loan Facility to refinance or prepay, in full or in part, the following (a) existing debt facilities (i) Sinopac Credit Facility, (ii) Deutsche Credit Facility, (iii) HCOB Credit Facility, (iv) CACIB, Bank Sinopac, CTBC Credit Facility, (v) Chailease Credit Facility, (vi) Syndicated Senior Secured Credit Facility (CACIB, ABN, First-Citizens & Trust Company, Siemens, CTBC, Bank Sinopac, Palatine), (vii) Macquarie loan and (viii) E.SUN, MICB, Cathay, Taishin Credit Facility and (b) existing sale and lease back agreements (i) $54,000 Sale and Leaseback agreement – CMBFL and (ii) $14,735 Sale and Leaseback agreement - Neptune Maritime Leasing. The refinancing transaction was accounted as a debt extinguishment.
As of September 30, 2025, the aggregate principal amount outstanding under the 2024 Senior Secured Term Loan Facility was $252,000.
| c) | 5.69% Senior Secured Notes due 2027 |
|---|
On June 16, 2022, Knausen Holding LLC (the "Issuer"), an indirect wholly-owned subsidiary of the Company, closed on the private placement of $350,000, led by Goldman Sachs & Co. LLC., of publicly rated/investment grade 5.69% Senior Secured Notes due 2027 (the “2027 Secured Notes”) to a limited number of accredited investors. The fixed interest rate was determined on June 1, 2022, based on the interpolated interest rate of 2.84% plus a margin 2.85%.
The Company used the net proceeds from the private placement for the repayment of the remaining outstanding balances on its New Hayfin Credit Facility and the Hellenic Bank Credit Facility (releasing five unencumbered vessels), and our 2024 Notes. The remaining amount of net proceeds were allocated for general corporate purposes.
An amount equal to 15% per annum of the original principal balance of each Note is payable in equal quarterly installments on the 15th day of each of January, April, July, and October starting October 15, 2022, and the remaining unpaid principal balance shall be due and payable on the maturity date of July 15, 2027. Interest accrues on the unpaid balance of the Notes, payable quarterly on the 15th day of January, April, July, and October in each year, such interest commencing and accruing on and from June 14, 2022.
The 2027 Secured Notes are senior obligations of the Issuer, secured by first priority mortgages on 20 identified vessels owned by subsidiaries of the Issuer (the “Subsidiary Guarantors”) and certain other associated assets and contract rights, as well as share pledges over the Subsidiary Guarantors. In addition, the 2027 Secured Notes are fully and unconditionally guaranteed by the Company.
During the first quarter of 2025, Tasman, Keta and Akiteta were sold. All three vessels were released as collateral under the Company’s $350,000 5.69% Senior Secured Notes due 2027. Further in May 2025, Dimitris Y was contracted to be sold and on July 28, 2025 was released as collateral.
As of September 30, 2025, the aggregate principal amount outstanding under the 2027 Secured Notes was $192,500.
F-21
Global Ship Lease, Inc.
Notes to the Interim Unaudited Condensed Consolidated Financial Statements (continued)
(Expressed in thousands of U.S. dollars except share data)
| 6. | Long-Term Debt (continued) |
|---|
Facilities repaid in 2025
| d) | Macquarie Credit Facility |
|---|
On May 18, 2023, the Company entered into a new credit facility agreement with Macquarie Bank Limited (“Macquarie”) for an amount of $76,000 to finance part of the acquisition cost of four containership, each with carrying capacity of, 8,544 TEU vessels for an aggregate purchase price of $123,300. The vessels were delivered during the second quarter of 2023.
All four tranches were drawdown in the second quarter of 2023 and the credit facility had a maturity in May 2026. The facility was repayable in two equal consecutive quarterly instalments of $5,000, six equal consecutive quarterly instalments of $6,000 and one quarterly instalments of $3,000 and two equal consecutive quarterly instalments of $1,000 with a final balloon payment of $25,000 payable three years after the first utilisation date. This facility’s interest rate was SOFR plus a margin of 3.50% per annum payable quarterly in arrears.
On September 10, 2024, the Company used a portion of the net proceeds from the 2024 Senior Secured Term Loan Facility entered on August 7, 2024, to partially prepay the amount of $18,500 under this facility (prepayment was deducted from the final ballon payment).
The Company used the net proceeds from the UBS Credit Facility (see note 6a) and prepaid in full, the following existing debt facilities (i) Macquarie
Credit Facility \(fully prepaid on April 3, 2025 the amount of $17,500\), \(ii\) E.SUN, MICB, Cathay, Taishin Credit Facility, and \(iii\) HCOB, CACIB, ESUN, CTBC, Taishin Credit Facility \(fully prepaid on
April 3, 2025 the amount of $46,818\). On March 28, 2025, the Company fully prepaid with its own cash the amount $5,900 of E.SUN, MICB, Cathay, Taishin Credit Facility, as no drawdown of the UBS Credit Facility had taken place during the first quarter of 2025. Prepayment fee on full repayment of Macquarie Credit Facility was $175.
As of September 30, 2025, the outstanding balance of this facility was $nil.
| e) | $60.0 Million E.SUN, MICB, Cathay, Taishin Credit Facility |
|---|
On December 30, 2021, the Company entered into a new syndicated senior secured debt facility with E.SUN Commercial Bank Ltd (“E.SUN”), Cathay United Bank (“Cathay”), Mega International Commercial Bank Co. Ltd (“MICB”) and Taishin International Bank (“Taishin”). The Company used a portion of the net proceeds from this credit facility to fully prepay the outstanding balance of the Blue Ocean Junior Credit Facility at that time, amounting to $26,205 plus a prepayment fee of $3,968. All three tranches were drawn down in January 2022.
The facility was repayable in eight equal consecutive quarterly instalments of $4,500 and ten equal consecutive quarterly instalments of $2,400.
This facility’s interest was SOFR plus a margin of 2.75% per annum plus Credit Adjustment Spread (“CAS”) payable quarterly in arrears.
On September 11, 2024, the Company used a portion of the net proceeds from the 2024 Senior Secured Term Loan Facility entered on August 7, 2024, and partially prepaid the amount of $8,500 under this facility. Following the prepayment, the outstanding balance of the facility was repayable in four equal consecutive quarterly instalments of $2,400 and one quarterly instalment of $1,100 and new maturity would be in October 2025 from July 2026.
On March 28, 2025, the Company fully prepaid the amount of $5,900 under this facility with its own cash, as no drawdown of the UBS Credit Facility had taken place during the first quarter of 2025 (see note 6a).
As of September 30, 2025, the outstanding balance of this facility was $nil.
| f) | $140.0 Million HCOB, CACIB, ESUN, CTBC, Taishin Credit Facility |
|---|
On July 6, 2021, the Company entered into a facility with CACIB, Hamburg Commercial Bank AG (“HCOB”), ESUN, CTBC and Taishin for a total of $140,000 to finance the acquisition of the Twelve Vessels. The full amount was drawdown in July 2021 and the credit facility had a maturity in July 2026.
F-22
Global Ship Lease, Inc.
Notes to the Interim Unaudited Condensed Consolidated Financial Statements (continued)
(Expressed in thousands of U.S. dollars except share data)
| 6. | Long-Term Debt (continued) |
|---|
Facilities repaid in 2025 (continued)
The facility was repayable in six equal consecutive quarterly instalments of $8,000, eight equal consecutive quarterly instalments of $5,400 and six equal consecutive quarterly instalments of $2,200 with a final balloon payment of $35,600 payable together with the final instalment. On March 23, 2023, due to the sale of GSL Amstel, the Company repaid $2,838 on this facility of which $1,000 was deducted from the final balloon payment, and the vessel was released as collateral.
This facility’s interest rate was SOFR plus a margin of 3.25% per annum plus CAS payable quarterly in arrears.
The Company used the net proceeds from the UBS Credit Facility (see note 6a) to prepay in full, the following existing debt facilities (i) Macquarie
Credit Facility, \(ii\) E.SUN, MICB, Cathay, Taishin Credit Facility, and \(iii\) HCOB, CACIB, ESUN, CTBC, Taishin Credit Facility.
As of September 30, 2025, the outstanding balance of this facility was $nil.
Facilities repaid in 2024
| g) | $12.0 Million Sinopac Capital International Credit Facility |
|---|
On August 27, 2021, the Company entered into a secured credit facility for an amount of $12,000 with Sinopac Capital International (HK) Limited (“Sinopac Credit Facility”), which was partially used to fully refinance the Hayfin Credit Facility. The full amount was drawn down in September 2021 and the credit facility has a maturity in September 2026.
The facility was repayable in 20 equal consecutive quarterly instalments of $420 with a final balloon of $3,600 payable together with the final instalment.
This facility bore interest at SOFR plus a margin of 3.25% per annum payable quarterly in arrears.
On September 11, 2024, the Company used a portion of the net proceeds from the 2024 Senior Secured Term Loan Facility entered on August 7, 2024, and fully prepaid the amount of $6,960 under this facility.
As of September 30, 2025, the outstanding balance of this facility was $nil.
| h) | $51.7 Million Deutsche Bank AG Credit Facility |
|---|
On May 6, 2021, the Company entered into a secured facility for an amount of $51,670 with Deutsche Bank AG in order to refinance one of the three previous tranches of the $180,500 Deutsche, CIT, HCOB, Entrust, Blue Ocean Credit Facility, that had a maturity date on June 30, 2022, of an amount $48,527.
The facility was repayable in 20 equal consecutive quarterly instalments of $1,162.45 with a final balloon of $28,421 payable together with the final instalment.
This facility bore interest at SOFR plus a margin of 3.25% per annum payable quarterly in arrears.
On August 12, 2024, the Company used a portion of the net proceeds from the 2024 Senior Secured Term Loan Facility entered on August 7, 2024, to fully prepay the amount of $36,558 under this facility.
As of September 30, 2025, the outstanding balance of this facility was $nil.
F-23
Global Ship Lease, Inc.
Notes to the Interim Unaudited Condensed Consolidated Financial Statements (continued)
(Expressed in thousands of U.S. dollars except share data)
| 6. | Long-Term Debt (continued) |
|---|
Facilities repaid in 2024 (continued)
| i) | $64.2 Million Hamburg Commercial Bank AG Credit Facility |
|---|
On April 15, 2021, the Company entered into a Senior Secured term loan facility with HCOB “the HCOB Credit Facility” for an amount of up to $64,200 in order to finance the acquisition of six out of the Seven Vessels.
Tranche A, E and F amounting to $32,100 were drawn down in April 2021 and have a maturity date in April 2025, Tranche B and D amounting to $21,400 were drawn down in May 2021 and have a maturity date in May 2025, and Tranche C amounting to $10,700 was drawn down in July 2021 and has a maturity date in July 2025.
Each Tranche of the facility was repayable in 16 equal consecutive quarterly instalments of $668.75.
This facility bore interest at SOFR plus a margin of 3.50% per annum payable quarterly in arrears.
On September 5, 2024, the Company used a portion of the net proceeds from the 2024 Senior Secured Term Loan Facility entered on August 7, 2024, to fully prepay the amount of $12,706 under this facility.
As of September 30, 2025, the outstanding balance of this facility was $nil.
| j) | $51.7 Million CACIB, Bank Sinopac, CTBC Credit Facility |
|---|
On April 13, 2021, the Company entered into a secured facility for an amount of $51,700 in order to refinance one of the three previous tranches of the $180,500 Deutsche, CIT, HCOB, Entrust, Blue Ocean Credit Facility, that had a maturity date on June 30, 2022, of an outstanding amount of $48,648. The secured credit facility had a maturity in April 2026.
The lenders were CACIB, Bank Sinopac Co. Ltd. (“Bank Sinopac”) and CTBC. The facility was repayable in 20 equal consecutive quarterly instalments of $1,275 with a final balloon of $26,200 payable together with the final instalment.
This facility bore interest at SOFR plus a margin of 2.75% per annum plus CAS payable quarterly in arrears.
On August 9, 2024, the Company used a portion of the net proceeds from the 2024 Senior Secured Term Loan Facility entered on August 7, 2024, to fully prepay the amount of $35,125 under this facility.
As of September 30, 2025, the outstanding balance of this facility was $nil.
| k) | $9.0 Million Chailease Credit Facility |
|---|
On February 26, 2020, the Company entered into a secured term facility agreement with Chailease International Financial Services Pte., Ltd. for an amount of $9,000. The Chailease Credit Facility was used to refinance the DVB Credit Facility.
The facility was repayable in 36 consecutive monthly instalments of $156 and 24 monthly instalments of $86 with a final balloon of $1,314 payable together with the final instalment.
This facility bore interest at SOFR plus a margin of 4.20% per annum.
On September 12, 2024, the Company used a portion of the net proceeds from the 2024 Senior Secured Term Loan Facility entered on August 7, 2024, to fully prepay the amount of $1,831 under this facility.
As of September 30, 2025, the outstanding balance of this facility was $nil.
F-24
Global Ship Lease, Inc.
Notes to the Interim Unaudited Condensed Consolidated Financial Statements (continued)
(Expressed in thousands of U.S. dollars except share data)
| 6. | Long-Term Debt (continued) |
|---|
Facilities repaid in 2024 (continued)
| l) | $268.0 Million Syndicated Senior Secured Credit Facility (CACIB, ABN, First-Citizens & Trust Company, Siemens, CTBC, Bank Sinopac, Palatine) |
|---|
On September 19, 2019, the Company entered into a Syndicated Senior Secured Credit Facility in order to refinance existing credit facilities that had a maturity date in December 2020, of an outstanding amount of $224,310.
The Senior Syndicated Secured Credit Facility was agreed to be borrowed in two tranches. The Lenders were CACIB, ABN, First-Citizens & Trust Company, Siemens Financial Services Inc (“Siemens”), CTBC, Bank Sinopac and Banque Palatine (“Palatine”).
Tranche A amounting to $230,000 was drawn down in full on September 24, 2019 and was scheduled to be repaid in 20 consecutive quarterly instalments of $5,200 starting from December 12, 2019 and a balloon payment of $126,000 payable on September 24, 2024.
Tranche B amounting to $38,000 was drawn down in full on February 10, 2020 and was scheduled to be repaid in 20 consecutive quarterly instalments of $1,000 and a balloon payment of $18,000 payable in the termination date on the fifth anniversary from the utilization date of Tranche A, which falls in September 24, 2024. In January 2022, the Company agreed a new senior secured debt facility to refinance its outstanding Syndicated Senior Secured Credit Facility, which extended the maturity date from September 2024 to December 2026, amended certain covenants in the Company’s favor at an unchanged rate of LIBOR + 3.00%. On July 1, 2022, the interest rate was SOFR plus a margin of 3.00% plus CAS and was payable at each quarter end date.
On August 9, 2024, the Company used a portion of the net proceeds from the 2024 Senior Secured Term Loan Facility entered on August 7, 2024, to fully prepay the amount of $133,200 under this facility.
As of September 30, 2025, the outstanding balance of this facility was $nil.
Sale and leaseback agreements (finance leases)
| m) | $178.0 Million Sale and Leaseback agreements – Minsheng Financial Leasing |
|---|
On December 23, 2024, the Company entered into two sale and leaseback agreements with Minsheng Financial Leasing (“Minsheng”) for $44,500, each, to finance the acquisition of two of the newly acquired high-reefer ECO 9,019 TEU vessels, Bremerhaven Express, having closed in December 2024 and the other, Czech, in January 2025. As at December 31, 2024, the Company had drawdown a total of $44,500 to finance the acquisition of Bremerhaven Express. During the first quarter 2025, the Company entered into two additional sale and leaseback agreements, $44,500 each, to finance the acquisition of the two high-reefer ECO 9,019 TEU Vessels which were delivered in December 2024, Istanbul Express and Sydney Express, both at that moment fully paid in cash. As at March 31, 2025, the Company had drawdown a total of $178,000. The Company has a purchase obligation to acquire the vessels at the end of their lease term and under ASC 842-40, the transaction has been accounted for as a failed sale. In accordance with ASC 842-40, the Company did not derecognize the respective vessels from its balance sheet and accounted for the amount received under the sale and leaseback agreement as financial liability.
Sale and leaseback agreements are repayable in 40 equal consecutive quarterly instalments of $862.5 with a repurchase obligation of $10,000 on the final repayment date.
The sale and leaseback agreement for Bremerhaven Express matures in December 2034, Istanbul Express, Sydney Express and Czech matures in January 2035, and bear interest at SOFR plus a margin of 2.5% per annum payable quarterly in arrears.
As of September 30, 2025, the outstanding balance of these sale and leaseback agreements was $170,238.
F-25
Global Ship Lease, Inc.
Notes to the Interim Unaudited Condensed Consolidated Financial Statements (continued)
(Expressed in thousands of U.S. dollars except share data)
| 6. | Long-Term Debt (continued) |
|---|
Sale and leaseback agreements (finance leases) (continued)
| n) | $120.0 Million Sale and Leaseback agreements – CMBFL Four Vessels |
|---|
On August 26, 2021, the Company entered into four $30,000 sale and leaseback agreements with CMB Financial Leasing Co. Ltd. (“CMBFL”) to finance the acquisition of the Four Vessels. As at September 30, 2021, the Company had drawdown a total of $90,000. The drawdown for the fourth vessel, amounting to $30,000, took place on October 13, 2021 together with the delivery of this vessel. The Company has a purchase obligation to acquire the Four Vessels at the end of their lease terms and under ASC 842-40, the transaction has been accounted for as a failed sale. In accordance with ASC 842-40, the Company did not derecognize the respective vessels from its balance sheet and accounted for the amounts received under the sale and leaseback agreement as financial liabilities.
Each sale and leaseback agreement is repayable in 12 equal consecutive quarterly instalments of $1,587.5 and 12 equal consecutive quarterly instalments of $329.2 with a repurchase obligation of $7,000 on the final repayment date.
The sale and leaseback agreements for the three vessels mature in September 2027 and for the fourth vessel in October 2027 and bore interest at SOFR plus a margin of 3.25% per annum plus CAS payable quarterly in arrears. From November 20, 2024, as per supplemental agreement, the sale and leaseback agreements bear interest at SOFR plus a margin of 2.75% per annum.
As of September 30, 2025, the outstanding balance of these sale and lease back agreements was $38,862.
Sale and leaseback agreements (finance leases) repaid in 2024
| o) | $54.0 Million Sale and Leaseback agreement – CMBFL |
|---|
On May 20, 2021, the Company entered into a $54,000 sale and leaseback agreement with CMBFL to refinance one of the three previous tranches of the $180,500 Deutsche, CIT, HCOB, Entrust, Blue Ocean Credit Facility, that had a maturity date on June 30, 2022, of an amount $46,624. The Company had a purchase obligation to acquire the vessel at the end of the lease term and under ASC 842-40, the transaction had been accounted for as a failed sale. In accordance with ASC 842-40, the Company did not derecognize the respective vessel from its balance sheet and accounted for the amount received under the sale and leaseback agreement as a financial liability.
The sale and leaseback agreement was repayable in eight equal consecutive quarterly instalments of $2,025 each and 20 equal consecutive quarterly instalments of $891 with a repurchase obligation of $19,980 on the final repayment date.
The sale and leaseback agreement matured in May 2028 and bore interest at SOFR plus a margin of 3.25% per annum plus CAS payable quarterly in arrears.
In May 2021, on the actual delivery date of the vessel, the Company drew $54,000, which represented vessel purchase price $75,000 less advanced hire of $21,000, which advanced hire neither bore any interest nor was refundable and was set off against payment of the purchase price payable to the Company by the unrelated third party under this agreement.
On August 27, 2024, the Company used a portion of the net proceeds from the 2024 Senior Secured Term Loan Facility entered on August 7, 2024, to fully prepay the amount of $33,345 under this facility.
As of September 30, 2025, the outstanding balance of this sale and leaseback agreement was $nil.
| p) | $14.7 Million Sale and Leaseback agreement - Neptune Maritime Leasing |
|---|
On May 12, 2021, the Company entered into a $14,735 sale and leaseback agreement with Neptune Maritime Leasing (“Neptune”) to finance the acquisition of GSL Violetta delivered in April 2021. The Company had a purchase obligation to acquire the vessel at the end of the lease term and under ASC 842-40, the transaction had been accounted for as a failed sale. In accordance with ASC 842-40, the Company did not derecognize the respective vessel from its balance sheet and accounted for the amount received under the sale and leaseback agreement as a financial liability. In May 2021, the Company drew $14,735 under this agreement.
F-26
Global Ship Lease, Inc.
Notes to the Interim Unaudited Condensed Consolidated Financial Statements (continued)
(Expressed in thousands of U.S. dollars except share data)
| 6. | Long-Term Debt (continued) |
|---|
Sale and leaseback agreements (finance leases) repaid in 2024 (continued)
| p) | $14.7 Million Sale and Leaseback agreement - Neptune Maritime Leasing (continued) |
|---|
The sale and leaseback agreement was repayable in 15 equal consecutive quarterly instalments of $793.87 each and four equal consecutive quarterly instalments of $469.12 with a repurchase obligation of $950 on the last repayment date.
The sale and leaseback agreement matured in February 2026 and bore interest at SOFR plus a margin of 4.64% per annum payable quarterly in arrears.
On September 12, 2024, the Company used a portion of the net proceeds from the 2024 Senior Secured Term Loan Facility entered on August 7, 2024, to fully prepay the amount of $4,414 under this facility.
As of September 30, 2025, the outstanding balance of this sale and leaseback agreement was $nil.
| q) | Repayment Schedule |
|---|
Maturities of long-term debt for the years subsequent to September 30, 2025, are as follows:
| Payment due by year ended | Amount | |||||
|---|---|---|---|---|---|---|
| September 30, 2026 | $ | 147,567 | ||||
| September 30, 2027 | 256,067 | |||||
| September 30, 2028 | 83,129 | |||||
| September 30, 2029 | 45,800 | |||||
| September 30, 2030 | 97,800 | |||||
| September 30, 2031 and thereafter | 101,237 | |||||
| $ | 731,600 | |||||
| r) | Deferred Financing Costs | |||||
| --- | --- | |||||
| September 30,<br><br> <br>2025 | December 31,<br><br> <br>2024 | |||||
| --- | --- | --- | --- | --- | --- | --- |
| Opening balance | $ | 7,042 | $ | 10,750 | ||
| Expenditure in the period | 2,185 | 3,120 | ||||
| Amortization included within interest expense | (2,977 | ) | (6,828 | ) | ||
| Closing balance | $ | 6,250 | $ | 7,042 |
For the nine-month period ended September 30, 2025, total costs amounting to $1,335 were incurred in connection with the Minsheng Sale and Leaseback agreement (see Note 6m) and $850 in connection with the UBS Credit Facility (see Note 6a).
During 2024, total costs amounting to $2,625 were incurred in connection with 2024 Senior Secured Term Loan Facility (CACIB, ABN, BofA, First Citizens, CTBC) (see note 6b) and $445 in connection with the Minsheng Sale and Leaseback agreement (see Note 6m) and $50 with other loans.
For the nine-month periods ended September 30, 2025, and 2024, the Company recognized a total of $2,977 and $5,920, respectively, in respect of amortization of deferred financing costs.
| s) | Debt covenants-securities |
|---|
Amounts drawn under the facilities listed above are secured by first priority mortgages on certain of the Company’s vessels and other collateral. The credit facilities contain a number of restrictive covenants that limit the Company from, among other things: incurring or guaranteeing indebtedness; charging, pledging or encumbering the vessels; and changing the flag, class, management or ownership of the vessel owning entities. The credit facilities also require the vessels to comply with the ISM Code and ISPS Code and to maintain valid safety management certificates and documents of compliance at all times. Additionally, specific credit facilities require compliance with a number of financial covenants including asset cover ratios and minimum liquidity and corporate guarantor requirements. Among other events, it will be an event of default under the credit facilities if the financial covenants are not complied with or remedied.
As of September 30, 2025, and December 31, 2024, the Company was in compliance with its debt covenants.
F-27
Global Ship Lease, Inc.
Notes to the Interim Unaudited Condensed Consolidated Financial Statements (continued)
(Expressed in thousands of U.S. dollars except share data)
| 7. | Related Party Transactions |
|---|
Ship Management Agreements
Technomar Shipping Inc. (“Technomar”) is presented as a related party, as the Company’s Executive Chairman is a significant shareholder. The Company has currently a number of ship management agreements with Technomar under which the ship manager is responsible for all day-to-day ship management, including crewing, purchasing stores, lubricating oils and spare parts, paying wages, pensions and insurance for the crew, and organizing other ship operating necessities, including monitoring and reporting with respect to European Union Emission Trading System (“EU ETS”) compliance, EU Allowances (“EUAs”), Fuel EU Maritime (“FEUM”) compliance, and the arrangement and management of dry-docking.
The management fees charged to the Company by Technomar for the nine months ended September 30, 2025, amounted to $17,660 (nine months ended September 30, 2024: $16,289) and are shown under “Vessels operating expenses-related parties” in the interim unaudited condensed Consolidated Statements of Income. Additionally, as of September 30, 2025, outstanding receivables due from Technomar totaling $173 are presented under “Due from related parties” (December 31, 2024: $342).
Conchart Commercial Inc. (“Conchart”) provides commercial management services to the Company pursuant to commercial management agreements. The Company’s Executive Chairman is the sole beneficial owner of Conchart. Under the management agreements, Conchart, is responsible for (i) marketing of the Company’s vessels, (ii) seeking and negotiating employment of the Company’s vessels, (iii) advise the Company on market developments, developments of new rules and regulations, (iv) assisting in calculation of hires, freights, demurrage and/or dispatch monies and collection any sums related to the operation of vessels, (v) communicating with agents, and (vi) negotiating sale and purchase transactions.
The fees charged to the Company by Conchart for the nine months ended September 30, 2025, amounted to $6,500 (nine months ended September 30, 2024: $6,487) and are disclosed within “Time charter and voyage expenses-related parties” in the interim unaudited condensed Consolidated Statements of Income. Any outstanding fees due to Conchart are presented in the interim unaudited condensed Consolidated Balance Sheets under "Due to related parties" totalling to $716 and $723, as of September 30, 2025, and December 31, 2024, respectively.
Ship Management Agreements
The Company as per commercial management agreements has agreed to pay to the commercial manager providing for the sale of all vessels and purchase of some vessels, a commission of 1.00% based on the sale or purchase price for any sale or purchase of a vessel, which shall be payable upon request of the commercial manager. The amount of $8,876, reflects commission payable to the commercial manager based on the purchase price of already acquired vessels that has been deferred and will be paid upon request of the commercial manager, is presented in the interim unaudited condensed Consolidated Balance Sheets under "Accrued Liabilities".
| 8. | Commitments and Contingencies |
|---|
Charter Hire Receivable
The Company has entered into time charters for its vessels. The charter hire is fixed for the duration of the charter. The minimum contracted future charter hire receivable, net of address commissions, not allowing for any unscheduled off-hire, assuming expiry at earliest possible dates and assuming options callable by the Company included in the charters are not exercised, for the 69 vessels as at September 30, 2025 is as follows:
| Period ending | Amount | |
|---|---|---|
| September 30, 2026 | $ | 739,222 |
| September 30, 2027 | 627,922 | |
| September 30, 2028 | 315,071 | |
| September 30, 2029 | 114,963 | |
| Thereafter | 3,803 | |
| Total minimum lease revenue, net of address commissions | $ | 1,800,981 |
F-28
Global Ship Lease, Inc.
Notes to the Interim Unaudited Condensed Consolidated Financial Statements (continued)
(Expressed in thousands of U.S. dollars except share data)
| 9. | Share Capital |
|---|
Common shares
As of September 30, 2025, the Company had one class of common shares: the Class A common shares.
Restricted stock units or incentive stock units have been granted periodically to the Directors and management, under the Company’s Equity Incentive Plans, as part of their compensation arrangements (see note 10). In April 2020, 184,270 shares were issued under grants made under the 2019 Omnibus Incentive Plan (the “2019 Plan”). In 2024, 2023, 2022 and 2021, 483,713, 440,698, 586,819 and 747,604 Class A common shares were issued under the 2019 Plan, respectively.
During the nine months ended September 30, 2025, and 2024, a further 323,282 and 476,567 Class A common shares were issued under the 2019 Plan, respectively.
On January 26, 2021, the Company completed its underwritten public offering of 5,400,000 Class A common shares, at a public offering price of $13.00 per share, for gross proceeds to the Company of approximately $70,200, prior to deducting underwriting discounts, commissions and other offering expenses. The Company intended to use the net proceeds of the offering for funding the expansion of the Company’s fleet, general corporate purposes, and working capital. On February 17, 2021, the Company issued an additional 141,959 Class A common shares in connection with the underwriters’ partial exercise of their option to purchase additional shares (together, the “January 2021 Equity Offering”). The net proceeds the Company received in the January 2021 Equity Offering, after underwriting discounts and commissions and expenses, were approximately $67,549.
On September 1, 2021, the Company purchased 521,650 shares and retired them, reducing the issued and outstanding shares. In April 2022, September 2022 and October 2022, the Company repurchased 184,684, 568,835 and 307,121 Class A common shares, respectively, reducing the issued and outstanding shares. During the nine-month period ended September 30, 2025, the Company did not repurchase any Class A common shares. During the nine-month period ended September 30, 2024, the Company repurchased 251,772 Class A common shares, reducing the issued and outstanding shares. During 2024, the Company repurchased 1,242,663 Class A common shares, reducing the issued and outstanding shares. As at September 30, 2025, the Company had 35,770,652 Class A common shares outstanding.
On August 5, 2024, the Company announced a dividend of $0.45 per Class A common share from the earnings of the second quarter of 2024 paid on September 4, 2024, to Class A common shareholders of record as of August 23, 2024, amounting to $15,965.
On November 11, 2024, the Company announced a dividend of $0.45 per Class A common share from the earnings of the third quarter of 2024, paid on December 4, 2024, Class A to common shareholders of record as of November 22, 2024, amounting to $16,004.
On February 12, 2025, the Company announced a dividend of $0.45 per Class A common share from the earnings of the fourth quarter of 2024, paid on March 6, 2025, to Class A common shareholders of record as of February 24, 2025, amounting to $16,043.
On May 12, 2025, the Company announced a dividend of $0.525 per Class A common share from the earnings of the first quarter of 2025, paid on June 3, 2025, to Class A common shareholders of record as of May 23, 2025, amounting to $18,763.
On August 5, 2025, the Company announced a dividend of $0.525 per Class A common share from the earnings of the second quarter of 2025, paid on September 4, 2025, to Class A common shareholders of record as of August 22, 2025, amounting to $18,809.
On September 23, 2025, the Company renewed its “at the market” offering program for its Class A common shares, and in connection therewith, entered into an equity distribution agreement with Evercore Group L.L.C. and Jefferies LLC, pursuant to which the Company may, from time to time, offer and sell up to $100,000 of its Class A common shares, par value $0.01 per share, in aggregate (the “Common Share ATM Program”). The Common Share ATM Program renews and replaces the Company’s prior “at the market” offering program that was in place with Evercore Group L.L.C., on similar terms, which expired on September 16, 2025 (the “Prior Common Share ATM Program”). At the time of such expiration, remaining capacity under the Prior Common Share ATM Program was approximately $99,277 (out of the original $100,000), with no sales thereunder having been executed in the last 12 months.
F-29
Global Ship Lease, Inc.
Notes to the Interim Unaudited Condensed Consolidated Financial Statements (continued)
(Expressed in thousands of U.S. dollars except share data)
| 9. | Share Capital (continued) |
|---|
Preferred shares
On August 20, 2014, the Company issued 1,400,000 Depositary Shares (the "Depositary Shares"), each of which represents 1/100th of one share of the Company's 8.75% Series B Cumulative Perpetual Preferred Shares ("Series B Preferred Shares") representing an interest in 14,000 Series B Preferred Shares, par value $0.01 per share, with a liquidation preference of $2,500.00 per share (equivalent to $25.00 per Depositary Share) (NYSE:GSL-B), priced at $25.00 per Depositary Share. The net proceeds from the offering were $33,497. Dividends are payable at 8.75% per annum in arrears on a quarterly basis. At any time after August 20, 2019 (or within 180 days after the occurrence of a fundamental change), the Series B Preferred Shares may be redeemed, at the discretion of the Company, in whole or in part, at a redemption price of $2,500.00 per share (equivalent to $25.00 per depositary share).
These shares are classified as Equity in the interim unaudited condensed Consolidated Balance Sheets. The dividends payable on the Series B Preferred Shares are presented as a reduction of Retained earnings in the interim unaudited condensed Consolidated Statements of Changes in Shareholders’ Equity, when and if declared by the Board of Directors. An initial dividend was declared on September 22, 2014, for the third quarter 2014. Dividends have been declared for all subsequent quarters.
On December 29, 2022, the Company entered into a new At Market Issuance Sales Agreement with B. Riley Securities, Inc. (the “Agent”), pursuant to which the Company may offer and sell, from time to time, up to $150,000,000 of its Depositary Shares. This new ATM Agreement terminated and replaced, in its entirety, the former at-the-market program that the Company had in place with the Agent for the Depositary Shares. No shares were issued under the new ATM Agreement up to September 30, 2025 and up to December 31, 2024.
On September 23, 2025, the Company renewed its “at the market” offering program for its Depositary Shares, and in connection therewith, entered into an At Market Issuance Sales Agreement with B. Riley Securities, Inc. and Evercore Group L.L.C., pursuant to which the Company may, from time to time, offer and sell up to $150,000 of its Depositary Shares, in aggregate (the “Preferred Share ATM Program”). The Preferred Share ATM program renews and replaces the Company’s prior “at the market” offering program that was in place with B. Riley Securities, Inc., on similar terms, which expired on September 16, 2025 (the “Prior Preferred Share ATM Program”). At the time of such expiration, no sales were made under the Prior Preferred Share ATM Program.
As of September 30, 2025, there were 4,359,190 Depositary Shares outstanding, representing an interest in 43,592 Series B Preferred Shares.
| 10. | Stock-Based Compensation |
|---|
On February 4, 2019, the Board of Directors adopted the 2019 Plan.
The purpose of the 2019 Plan is to provide directors, officers and employees, whose initiative and efforts are deemed to be important to the successful conduct of our business, with incentives to (a) enter into and remain in the service of our company or our subsidiaries and affiliates, (b) acquire a proprietary interest in the success of the Company, (c) maximize their performance and (d) enhance the long-term performance of our company. The 2019 Plan is administered by the Compensation Committee of the Board of Directors, or such other committee of the Board of Directors as may be designated by them. Unless terminated earlier by the Board of Directors, the 2019 Plan will expire 10 years from the date on which it was adopted by the Board of Directors.
Following the adoption of the 2019 Plan, previous plans adopted in 2015 and 2008 were terminated.
In 2019, the Board of Directors approved awards to the Company’s executive officers under the 2019 Plan, providing those executive officers with the opportunity to receive up to 1,359,375 Class A common shares in aggregate. The Board of Directors approved additional awards of 61,625 of Class A common shares to two other employees resulting in a total amount of awards of up to 1,421,000 shares. In July 2021, the Board of Directors approved the issuance of 17,720 shares to one member of senior management as a special bonus.
The 1,421,000 shares of incentive stock may be issued pursuant to the awards, in four tranches. The first tranche was to vest conditioned only on continued service over the three-year period which commenced January 1, 2019. Tranches two, three and four would vest when the Company’s stock price exceeded $8.00, $11.00 and $14.00, respectively, over a 60-day period. The $8.00 threshold was achieved in January 2020, the $11.00 threshold was achieved in January 2021 and the $14.00 threshold was achieved in March 2021. A total of 1,438,720 incentive shares had vested as at December 31, 2021, of which 931,874 and 408,096 had been issued in 2021 and 2022, respectively.
F-30
Global Ship Lease, Inc.
Notes to the Interim Unaudited Condensed Consolidated Financial Statements (continued)
(Expressed in thousands of U.S. dollars except share data)
| 10. | Stock-Based Compensation (continued) |
|---|
On September 29, 2021, the Compensation Committee and the Board of Directors approved an increase in the aggregate number of Class A common shares available for issuance as awards under the 2019 Plan by 1,600,000 to 3,412,500, and approved new awards to senior management, totalling 1,500,000 shares of incentive stock, in three tranches with a grant date October 1, 2021. The first tranche, representing 55% of the total, is to vest quarterly conditioned only on continued service over the four-year period which commenced October 1, 2021. Tranches two and three, each representing 22.5% of the total, were to vest quarterly up to September 30, 2025, when our stock price exceeded $27.00 and $30.00, respectively, over a 60-day period. The Compensation Committee and Board of Directors also approved an increase the maximum number of Class A common shares that each non-employee director may be granted in any one year to 25,000 and subsequently approved stock-based awards to the then seven non-executive directors totalling 105,000 shares of incentive stock, or 15,000 each, to vest in a similar manner to those awarded to senior management.
During the year ended December 31, 2022, 28,528 unvested share awards were cancelled or withdrawn on the resignations of two directors and an award of 13,780 was made to one new director to vest in a similar manner to the other awards, with the first tranche adjusted for the date of appointment of the director.
As at December 31, 2022, 3,028,972 incentive Class A common shares had been awarded under the 2019 Plan leaving 383,528 Class A common shares available to be awarded under the 2019 Plan.
In March 2023, the Compensation Committee and the Board of Directors, approved an amendment to the stock-based awards agreed in September 2021 for senior management and non-employee directors such that 10% of the second tranche would be forfeit with the remaining 90% vesting from April 2023 and quarterly thereafter with the last such vesting to be October 2025. The price at which the third tranche is to vest was amended to $21.00, over a 60-day period. All other terms of the awards remain unchanged. The threshold for the third tranche was met in second quarter 2024.
During the years ended December 31, 2024, 2023, 2022 and 2021, 535,912, 399,727, 218,366 and 55,175 incentive shares vested, respectively, under the amended September 2021 awards. A total of 2,909,361 incentive shares under both plans had vested as at September 30, 2025. Of the total incentive shares which vested under both plans up to September 30, 2025, and December 31, 2024, 142,976 and 204,797, respectively, had not been issued.
On January 2, 2024, the Company approved new awards to a non-employee director amounting to 4,884 shares of incentive stock which vested and were issued immediately, and 8,311 shares, to vest in a similar manner to the awards to other non-employee directors, adjusted for the date of appointment of the director, up to September 30, 2025.
As a result of the Chief Executive Officer (“CEO”) transition in March 2024, the Board of Directors of the Company approved a new award of 6,465 shares of incentive stock to the new non-employee director and 51,750 a new award to the new CEO, both structured in the same way as existing equivalent awards, adjusted for the dates of appointment. 155,250 shares forfeited during the first quarter of 2024, due to retirement of the then current CEO.
On October 9, 2024, the Company filed an amendment to original registration statement of the Company’s 2019 Plan to supplement the list of selling securityholders and to update the amounts of Class A common shares available to be resold by them. The file amended prospectus may be used for reoffers and resales of up to an aggregate of 1,669,533 Class A common shares on a continuous or delayed basis that were issued, or are issuable, to certain employees, directors and/or officers of the Company.
On September 30, 2025, the 2021 Plan was completed.
F-31
Global Ship Lease, Inc.
Notes to the Interim Unaudited Condensed Consolidated Financial Statements (continued)
(Expressed in thousands of U.S. dollars except share data)
| 10. | Stock-Based Compensation (continued) |
|---|
Share based awards since January 1, 2024, are summarized as follows:
| Restricted Stock Units | |||||||
|---|---|---|---|---|---|---|---|
| Number of Units | |||||||
| Number | Weighted Average<br><br> <br>Fair Value<br><br> <br>on Grant Date | Actual Fair<br><br> <br>Value on<br><br> <br>Vesting Date | |||||
| Unvested as at January 1, 2024 | 881,213 | $ | 22.35 | n/a | |||
| Vested in year ended December 31, 2024 | (535,912 | ) | n/a | 26.11 | |||
| Granted in January 2024 | 13,195 | 18.82 | n/a | ||||
| Granted in March 2024 | 58,215 | 17.80 | n/a | ||||
| Forfeit in March 2024 | (155,250 | ) | n/a | n/a | |||
| Unvested as at December 31, 2024 | 261,461 | $ | 21.92 | n/a | |||
| Vested in period ended September 30, 2025 | (261,461 | ) | n/a | 26.65 | |||
| Unvested as at September 30, 2025 | - | $ | 21.92 | n/a |
Using the graded vesting method of expensing the restricted stock unit grants, the weighted average fair value of the stock units is recognized as compensation costs in the interim unaudited condensed Consolidated Statements of Income over the vesting period. The fair value of the restricted stock units for this purpose is calculated by multiplying the number of stock units by the fair value of the shares at the grant date. The Company has not factored any anticipated forfeiture into these calculations based on the limited number of participants.
For the nine months ended September 30, 2025, and 2024, the Company recognized a total of $6,364 and $6,582 (includes $345 positive net effect from the amendment to the stock-based awards consequent on the CEO transition), respectively, in respect of stock-based compensation.
| 11. | Earnings per Share |
|---|
Under the two-class method, net income, if any, is first reduced by the amount of dividends declared in respect of common shares for the current period, if any, and the remaining earnings are allocated to common shares and participating securities to the extent that each security can share the earnings assuming all earnings for the period are distributed.
Earnings are only allocated to participating securities in a period of net income if, based on the contractual terms, the relevant common shareholders have an obligation to participate in such earnings. As a result, earnings are only be allocated to the Class A common shareholders.
At September 30, 2025 and December 31, 2024, there were nil and 261,461, respectively, shares of incentive share grants unvested as part of senior management’s and non-executive directors incentive awards approved on September 29, 2021.
| Nine months ended<br><br> <br>September 30, | ||||
|---|---|---|---|---|
| 2025 | 2024 | |||
| Numerator: | ||||
| Net income available to common shareholders | $ | 306,698 | $ | 253,912 |
| Denominator: | ||||
| Class A Common shares | ||||
| Basic weighted average number of Class A common shares outstanding | 35,651,708 | 35,272,574 | ||
| Plus weighted average number of RSUs with service conditions | - | 348,625 | ||
| Common share and common share equivalents, dilutive | 35,651,708 | 35,621,199 | ||
| Basic earnings per share: | ||||
| Class A | 8.60 | 7.20 | ||
| Diluted earnings per share: | ||||
| Class A | 8.60 | 7.13 |
F-32
Global Ship Lease, Inc.
Notes to the Interim Unaudited Condensed Consolidated Financial Statements (continued)
(Expressed in thousands of U.S. dollars except share data)
| 12. | Subsequent events |
|---|
In May 2025, Dimitris Y was contracted to be sold for $35,600 and was delivered to the buyers on October 13, 2025.
On November 10, 2025, the Company announced an increase of $0.10 per Class A common share in the quarterly supplemental dividend for a total quarterly dividend of $0.625 per Class A common share, commencing with the dividend payable in December 2025. Dividend announced will be paid on or about December 4, 2025, to Class A common shareholders of record as of November 21, 2025.
F-33