8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

______________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): December 18, 2025

PANGAEA LOGISTICS SOLUTIONS LTD.

(Exact Name of Registrant as Specified in Charter)

Bermuda	001-36798	98-1205464
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)

c/o Phoenix Bulk Carriers (US) LLC

109 Long Wharf, Newport, Rhode Island 02840

(Address of Principal Executive Offices) (Zip Code)

(401) 846-7790

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
---	---
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
---	---
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))
---	---

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of exchange on which registered
Common Stock	PANL	Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 18, 2025, Christina Tan resigned from the Board of Directors (the “Board”) of Pangaea Logistics Solutions Ltd. (the “Company”) effective immediately prior to the appointment of Eugene I. Davis to the Board, as discussed below. Ms. Tan’s resignation is not the result of any disagreement with the Company on any matter relating to its operations, policies, or practices.

Pursuant to the Investor and Registration Rights Agreement dated as of December 30, 2024, by and between the Company and Strategic Shipping Inc. (the “Agreement”), Strategic Shipping Inc. has nominated Eugene I. Davis to serve as an Investor Designee, as defined in the Agreement, to fill the vacancy on the Board upon the effectiveness of Ms. Tan’s resignation.

On December 18, 2025, effective upon Ms. Tan’s resignation, the Board, on the recommendation of its Nominating and EGS Committee, appointed Eugene I. Davis to the Board as a Class II director. The Board has affirmatively determined that Mr. Davis is independent under applicable rules of the Nasdaq Stock Market.

Mr. Davis has 40 years of experience advising companies across various industries on matters related to shareholder value creation and corporate strategy. He is the Chairman and Chief Executive Officer of PIRINATE Consulting Group LLC. In addition, Mr. Davis serves as the Chairman of the Board of Directors and the chairman of the Audit Committee of the Board of Directors of WW International Inc., and as a member of the Board of Directors of Spirit Aviation Holdings Inc., where he is the chairman of the Audit Committee.

Mr. Davis will receive compensation consistent with the Company’s standard compensation program for non-employee directors.

Mr. Davis is not a party to any transaction with the Company that would require disclosure under Item 404(a) of Securities and Exchange Commission Regulation S-K or, except as described above, any arrangement or understanding with any other person pursuant to which he was selected as a director.

Item 7.01	Regulation FD Disclosure

On December 18, 2025, the Company issued a press release announcing Ms. Tan’s resignation from the Board and the appointment of Mr. Davis to the Board. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01	Financial Statements and Exhibits.

(d)Exhibits

Exhibit	Description
99.1	Press Release dated December 18, 2025
104	Cover Page Interactive Data File ( embedded within Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: December 18, 2025

PANGAEA LOGISTICS SOLUTIONS LTD.
By:	/s/ Gianni Del Signore
	Name: Gianni Del Signore<br>Title: Chief Financial Officer

Document

Pangaea Logistics Solutions Ltd. Appoints Eugene I. Davis to its Board of Directors

NEWPORT, RI – December 18, 2025 – Pangaea Logistics Solutions Ltd. (“Pangaea” or the “Company”) (Nasdaq: PANL), a global provider of comprehensive maritime logistics solutions, today announced the appointment of Eugene I. Davis to the Company’s Board of Directors (the “Board”) as a Class II director, effective immediately. Mr. Davis will replace Christina Tan, who has resigned from her position effective immediately prior to the appointment of Mr. Davis. The Board has determined that Mr. Davis is independent under the applicable rules of the Nasdaq Stock Market.

Mr. Davis has 40 years of experience advising companies across various industries on matters related to shareholder value creation and corporate strategy. He is the Chairman and Chief Executive Officer of PIRINATE Consulting Group LLC. In addition, Mr. Davis currently serves as the Chairman of the Board of Directors and the chairman of the Audit Committee of WW International Inc. and as a member of the Board of Directors of Spirit Aviation Holdings Inc., where he is the chairman of the Audit Committee.

“Gene brings a strong track record of helping boards and management teams refine strategy and drive value creation,” said Richard du Moulin, Chairman of the Board. “His perspective aligns closely with our priorities and will be a valuable addition as we continue to execute our strategy. On behalf of the Board, I would also like to thank Christina for her contributions.”

“I appreciate the opportunity to join Pangaea’s Board,” said Mr. Davis. “I look forward to working with management and my fellow directors to drive long-term shareholder returns.”

Mr. Davis was appointed pursuant to the Investor and Registration Rights Agreement (the “Investor Rights Agreement”), dated as of December 30, 2024, by and between the Company and Strategic Shipping Inc. (“SSI”). Ms. Tan, who served as one of SSI’s initial designees in accordance with the Investor Rights Agreement, resigned effective immediately prior to the appointment of Mr. Davis.

ABOUT PANGAEA LOGISTICS SOLUTIONS LTD.

Pangaea Logistics Solutions Ltd. (NASDAQ: PANL) and its subsidiaries (collectively, “Pangaea” or the “Company”) provides seaborne dry bulk logistics and transportation services as well as terminal and stevedoring services. Pangaea utilizes its logistics expertise to service a broad base of industrial customers who require the transportation of a wide variety of dry bulk cargoes, including grains, coal, iron ore, pig iron, hot briquetted iron, bauxite, alumina, cement clinker, dolomite and limestone. The Company addresses the logistics needs of its customers by undertaking a comprehensive set of services and activities, including cargo loading, cargo discharge, port and terminal operations, vessel chartering, voyage planning, and vessel technical management. Learn more at www.pangaeals.com.

Investor Relations Contacts

Gianni Del Signore	Noel Ryan and Stefan Neely
Chief Financial Officer	Vallum Advisors
401-846-7790
Investors@pangaeals.com	PANL@val-adv.com