ANNUAL
REPORT
2025
2020 BULKERS LTD.
CONTENT
Board of Directors’ Report 3
Responsibility Statement 9
Corporate Governance Report 10
Consolidated Financial Statements 14
Reconciliaon of Alternave
Performance Measures 32
Auditors’ Report 33
Oces 38
2020 BULKERS LTD.
ANNUAL REPORT 2025
3
2020 Bulkers Ltd. (together with its
subsidiaries, the “Company” or the
“Group” or “2020 Bulkers”) is a limited
liability company incorporated in Bermuda
on September 26, 2017. The Company’s
shares are traded on the Oslo Børs under
the cker “2020”.
2020 Bulkers is an owner and operator
of large dry bulk vessels. The Company
has ve Newcastlemax dry bulk vessels in
operaon.
BOARD OF
DIRECTORS’
REPORT
KEY EVENTS DURING 2025
The Company reported net prot of US$29.6 million and EBITDA of US$44.6
million for 2025.
The Company achieved average me charter equivalent earnings of approxi-
mately US$31,200 per day, gross.
The Company declared total dividends of US$1.64 per share for 2025.
The vessels Bulk Shenzhen, Bulk Sydney, Bulk Sao Paulo and Bulk Santos were
drydocked at a total cost of US$5 million.
In September 2025, the Company signed agreements to sell the vessels Bulk
Sandeord, Bulk Sanago and Bulk Shenzhen for a total consideraon of
US$209 million with agreed delivery in Q1 2026.
In October 2025, the Company signed an agreement to sell the vessel Bulk
Sao Paulo for a total consideraon of US$72.75 million with agreed delivery in
Q1 2026.
In November 2025, the Company signed agreements to sell the vessels Bulk
Sydney and Bulk Santos for a total consideraon of US$145.5 million with
agreed delivery in Q1 2026.
SUBSEQUENT EVENTS
The Company achieved average me charter equivalent earnings for January
and February 2026 of approximately US$30,800, and US$25,200, per day,
gross, respecvely.
So far in 2026, the Company has declared dividends of US$0.25 per share for
the months of January and February 2026.
On March 5, 2026, the Bulk Santos was delivered to the new owner.
HEALTH, SAFETY AND ENVIRONMENT
2020 Bulkers is fully commied to health,
safety, quality and environmental protec-
on and idenes these as being essenal
to long-term nancial and reputaonal
success.
2020 Bulkers has outsourced ship
management to third party contractors. A
structured due diligence and audit process
is in place to ensure the highest ship
management standards are applied.
Safety is at the core of our acvies, both
in the oce and onboard our vessels,
and we have a commitment to safeguard
persons from harm or injury and prevent
damage to property. 2020 Bulkers´
employees are expected to idenfy
operaonal risks and implement safe work
pracces.
2020 Bulkers experienced no Loss Time
Accidents (LTA) or other personnel injuries
in 2025. This stasc includes seagoing
crew under employment contracts with
our technical managers. The 2020 Bulkers
eet consists of ve modern, fuel ecient
208,000 DWT Newcastlemax dry bulk
vessels. The sister vessels delivered by
New Times Shipyard from August 2019
through June 2020 are ed with Exhaust
Gas Cleaning Systems and Ballast Water
Treatment Systems in compliance with
internaonal regulaons.
The vessels are esmated to be 36%
more carbon emission eecve per ton
mile compared to a standard non-eco
Capesize vessel due to higher cargo
carrying capacity, energy opmized ship
hull design, high thermal and mechanical
eciency of main and auxiliary engines
and other energy consuming systems
onboard.
The 2020 Bulkers eet was delivered
with an EEDI of 2.11, outperforming IMO
requirements by 16% (phase 1). The
Company sll benets from high focus on
performance during contracng, as the
eet also surpasses the EEDI requirements
for vessels contracted between 2020 and
2024 by 6% (Phase 2).
We are commied to make use of proven
and economically viable means to reduce
our environmental footprint.
2020 BULKERS LTD.
ANNUAL REPORT 2025
4
BOARD OF
DIRECTORS’
REPORT
HUMAN RESOURCES AND DIVERSITY
The Company prohibits discriminaon
against any employee or prospecve
employee on the basis of gender, race,
color, age, religion, sexual preference,
marital status, naonal origin, disability,
ancestry, polical opinion, or any other
basis prohibited by the laws that govern
its operaons. This is embedded in the
Company’s Code of Conduct.
The Company will not engage in or
support discriminaon and has adopted
a non-discriminang pracce that
strives to ensure equal treatment in
recruitment, hiring, compensaon,
access to training, employee benets
and services, promoon, terminaon and
rerement, irrespecve of age, gender,
race, color, disability, religion or belief,
language, naonal or social origin, trade
union membership, or any other status
recognized by internaonal law. This is
embedded in the Company’s Code of
Conduct.
As of December 31, 2025, the Company
had six full me employees of which one
was female and ve were male employees.
All seagoing crew are under employment
contract with our technical managers.
The Board of Directors consists of three
members of which one is female and two
are male.
The absence due to sickness was approxi-
mately zero % in 2025.
GOING CONCERN
In accordance with secon 4-5 of the
Norwegian Accounng Act, the Board
conrms that the prerequisites for the
going concern assumpon exist and that
the consolidated nancial statements have
been prepared based on a going concern
basis.
MANAGEMENT DISCUSSION
AND ANALYSIS
Consolidated Statements of Operaons
Operang revenues were US$64.9 million
for the twelve months ended December
31, 2025 (US$114.1 million for the twelve
months ended December 31, 2024). The
Company achieved an average me charter
equivalent rate, gross, of US$31,200 for
the twelve months ended December 31,
2025, compared to US$31,900 for the
twelve months ended December 31, 2024.
The Company incurred 96 days of o-hire
in connecon with drydockings during the
twelve months ended December 31, 2025
compared to 26 days during 2024. In addi-
on, the vessels Bulk Shanghai and Bulk
Seoul were sold during the rst quarter
of 2024 and the Company recognized a
gain of US$40.9 million. During the twelve
months ended December 31, 2025, the
Company charged US$1.8 million (US$1.5
million during the twelve months ended
December 31, 2024) for management
services recognized as Other operang
income in the Consolidated Statements of
Operaons.
Total operang expenses were US$28.2
million for the twelve months ended
December 31, 2025 (US$30.4 million for
the twelve months ended December 31,
2024).
Vessel operang expenses were US$14.8
million and US$16.1 million for the twelve
months ended December 31, 2025 and
2024, respecvely. The decrease compared
to the twelve months ended December 31,
2024, is primarily due to the sale of Bulk
Seoul and Bulk Shanghai during the rst
half of 2024.
Voyage expenses and commission were
US$1.3 million for the twelve months
ended December 31, 2025 (US$0.9 million
for the twelve months ended December
31, 2024). The increase compared to the
twelve months ended December 31, 2024,
is primarily due to long sailing distances
from discharge ports to yard in China in
connecon with drydocking of two vessels
during the rst half of 2025.
General and administrave expenses were
US$4.2 million for the twelve months
ended December 31, 2025 (US$3.9 million
for the twelve months ended December
31, 2024).
Depreciaon and amorzaon were
US$7.9 million and US$9.5 million for
the twelve months ended December
31, 2025 and 2024, respecvely. The
decrease compared to the twelve
months ended December 31, 2024, is
primarily due to vessels being classied
as held for sale resulng in cessaon of
depreciaon.
Total nancial expenses, net, were US$7.0
million for the twelve months ended
December 31, 2025 (US$6.7 million for
the twelve months ended December 31,
2024). The increase compared to the
twelve months ended December 31, 2024,
is primarily due to amorzaon of realized
interest rate swap gain of US$2.9 million
reducing interest expense partly oset by
interest on the sale leaseback nancing for
Bulk Shanghai and Bulk Seoul, higher SOFR
and write down of deferred loan costs of
US$0.9 million during the twelve months
ended December 31, 2024.
Consolidated Balance Sheets
The Company had total assets of US$270.2
million as of December 31, 2025, (Decem-
ber 31, 2024: US$266.6 million). As the
criteria for asset held for sale were fullled
as of December 31, 2025, the Company
has classied the net book value of the
2020 BULKERS LTD.
ANNUAL REPORT 2025
5
six vessels of US$244.0 million and the
luboil onboard of US$0.9 million, in total
US$244.9 million, as held for sale in the
consolidated balance sheets.
Total shareholders’ equity was US$148.4
million and US$151.9 million as of Decem-
ber 31, 2025 and December 31, 2024,
respecvely.
Total liabilies as of December 31, 2025,
were US$121.8 million (December 31,
2024: US$114.7 million).
Consolidated Statements of Cash Flows
Net cash provided by operang acvies
was US$34.5 million for the twelve months
ended December 31, 2025 (US$42.1 mil-
lion for the twelve months ended Decem-
ber 31, 2024). The decrease compared to
the twelve months ended December 31,
2024, is primarily due to reduced me
charter rates achieved, less operaonal
days due to sale of vessels during the rst
half of 2024 as well as increased number
of o-hire days and increased payments in
connecon with dry dockings during the
rst half of 2025.
Net cash provided by invesng acvies
was nil for the twelve months ended
December 31, 2025 (US$126.1 million for
the twelve months ended December 31,
2024). The Company received US$125.8
million in net proceeds from the sale of
vessels and US$0.3 million in proceeds
from the sale of 40% of the shares in
2020 Bulkers Management AS during
the twelve months ended December 31,
2024.
Net cash used in nancing acvies
was US$28.5 million during the twelve
months ended December 31, 2025
(US$182.8 million used in nancing acvi-
es during the twelve months ended
December 31, 2024). The Company paid
US$28.6 million of dividends and cash
distribuons and received US$0.1 million
in proceeds from share issuance during
the twelve months ended December 31,
2025. The Company repaid US$27.5 mil-
lion on the term loan in connecon with
the renancing, repaid the outstanding
balances of total US$62.9 million on the
sale leaseback nancing for Bulk Shang-
hai and Bulk Seoul, paid scheduled debt
amorzaon of US$3.7 million and paid
US$86.0 million of dividends and cash
distribuons during the twelve months
ended December 31, 2024.
As of December 31, 2025, the Company’s
cash and cash equivalents and restricted
cash amounted to US$22.2 million
(December 31, 2024: US$16.2 million).
Outstanding shares
As of December 31, 2025, the Company
had a share capital of US$22,880,906
divided into 22,880,906 shares at par value
of US$1.00 each.
DRY DOCKING
Bulk Shenzhen, Bulk Sydney, Bulk Sao
Paulo and Bulk Santos completed their ve
year special surveys during the rst half of
2025. Total cost was US$5 million for the
vessels. The Company incurred 96 days
of o-hire in conjuncon with the special
surveys. The extended o-hires are due to
yard congeson and long sailing distances
from discharge ports to yard in China.
MARKET COMMENTARY
The Balc 5TC Capesize index averaged
US$21,297 in 2025, marginally down
from US$22,593 in 2024. The index today
(March 5, 2026) stands at US$23,262
having averaged US$23,066 year to date,
up from US$9,566 during the same period
in 2025.
2025 as a whole, generally saw good trade
growth with Capesize ton-miles increasing
5,3%, compared to 2024. The year started
out slow on the tail of a surprisingly weak
Q4 2024 with Q1 averaging about USD
13,000 per day. The trend turned at the
end of the rst quarter, and rates were
solid and stable throughout the year,
before spiking in December 2025 with a
total tonne-mile increase from Q1 to Q4
of 13%.
The total increase in Capesize tonne-miles
in 2025 was driven by a 6% increase in
Brazilian iron ore exports, while Australian
export volumes grew 2% year over year.
Bauxite export volumes have connued to
grow, showing a 24% increase year over
year, following more than 17% growth in
2024.
Chinese iron ore imports were up by 3%,
from 1,284 million tonnes in 2024 to 1,317
million tonnes in 2025. Chinese bauxite
imports were up 28% during the same
period.
COMMERCIAL UPDATE
2020 Bulkers has commercially outper-
formed the Balc 5TC index for 75 out of
79 months since delivery of its rst vessel.
In 2025, the Company achieved average
me charter equivalent earnings of
approximately US$31,200 per day, gross,
on the Company’s vessels trading on index
linked me charter including average
daily scrubber benets of approximately
US$1,500 per day. During 2025 the
Company entered into forward freight
agreements which had a limited impact
on the average me charter equivalent
earnings.
The Balc 5TC Capesize Index averaged
US$21,297 per day in 2025.
BOARD OF
DIRECTORS’
REPORT
2020 BULKERS LTD.
ANNUAL REPORT 2025
6
The Company achieved average me
charter equivalent earnings for January
and February 2026 of approximately
US$30,800 and US$25,200, per day, gross.
The Balc 5TC Capesize Index has averaged
US$21,425 and US$24,419 per day in the
same periods.
In February 2026, the Company has agreed
to sell 14% and 36% of 2020 Bulkers
Management AS to Himalaya Shipping
and Bruton Limited, respecvely, for total
proceeds of NOK 4 million.
In conjuncon with the respecve sales
of the six vessels all exisng charters
have been amended to terminate during
Q1 2026. Due to early re-delivery dates
from the aforemenoned charters, the
Company has entered into short term
me charter contracts at an average of
US$19,625, per day, gross, in order to
maximize ulizaon ahead of delivery to
the new owners.
SALE OF VESSELS
In September 2025, the Company entered
into agreements to sell Bulk Sandeord,
Bulk Sanago and Bulk Shenzhen for a
total consideraon of US$209 million to an
unaliated third party.
In October 2025, the Company entered
into an agreement to sell Bulk Sao Paulo
for a total of consideraon US$72.75
million to an unaliated third party.
In November 2025, the Company signed
agreements to sell the vessels Bulk Sydney
and Bulk Santos for a total consideraon
of US$145.5 million to an unaliated third
party.
Each sale is subject to certain closing con-
dions, in line with industry standards. The
Company will retain the vessels’ respecve
operang cashows unl closing of each
vessel transacon, each of which is agreed
to take place during Q1 2026.
The Company expects to recognize a
total net book gain of approximately
US$178 million upon compleon of the
transacons.
CONCLUSION
2020 Bulkers entered into its inial
newbuidling orders at New Times
Shipyard in September 2017 and subse-
quently took delivery of 8 scrubber ed
Newcastlemax vessels between August
2019 and June 2020. The vessels had an
average all in delivered cost of US$47.6
million per vessel. Enabled by a prudent
capital structure as well as acve
commercial risk management, the Com-
pany has been protable every quarter
since the rst vessel was delivered in
August 2019.
The Company’s newbuilding program was
nanced by US$142 million in equity in
addion to the required debt nancing.
The Company has since incepon returned
US$254 million to shareholders through
capital distribuons and dividends and
expect to realize US$311 million in net
proceeds from the sale of the six remaining
vessels, following repayment of the out-
standing debt. Addionally, the Company
has approximately US$14 million in cash
as of March 5, 2026 (prior to the dividend
payment for February 2026), and will retain
the cashow from the vessels unl they are
delivered to the respecve buyers.
The Board of Directors of the Company
will, subject to compleon of the sales,
determine the nal allocaon of the net
proceeds from the transacons. The
current intenon is to return the net
proceeds from the sale to shareholders
following compleon of the vessel sales,
while retaining some cash on the balance
to enable the Company to capitalize on its
plaorm and pursue potenal strategic or
other opportunies.
CORPORATE GOVERNANCE REPORT
AND ENVIRONMENTAL, SOCIAL
AND GOVERNANCE REPORT
The Company has prepared a Corporate
Governance Report which is included as
a separate secon of this Annual Report.
The Environmental Social and Governance
Report and the Due Diligence Assessment
can be found on the Company’s website.
The Company has based its corporate gov-
ernance principles on the Norwegian Code
of Pracce for Corporate Governance pub-
lished on August 28, 2025 (the “Code”).
There are, however, some areas where
the Company’s governance principles
dier from those of the Code, primarily
due to dierences between the Bermuda
Companies Act and/or the Company’s
Bye-laws and the Norwegian Public Limited
Companies Act which are detailed in the
Norwegian Public Limited Act.
RISK FACTORS
The Company is exposed to a variety of
risks, including market, operaonal and
nancial risks.
The most signicant risk to the Company is
the cyclicality of the dry bulk market with
aendant volality in freight rates, vessel
values and consequently, protability. Fluc-
tuaons in rates result from imbalances
between the supply and demand for vessel
capacity and changes in the supply and
demand for the commodies carried by
water internaonally. The supply of and
demand for shipping capacity determine
the freight rates. Because the factors
aecng the supply and demand dynamics
of the shipping segment the Group is
BOARD OF
DIRECTORS’
REPORT
2020 BULKERS LTD.
ANNUAL REPORT 2025
7
invested in are outside of the Group’s
control and are unpredictable, the nature,
ming, direcon and degree of changes
they inuence in business condions are
also unpredictable.
Other key risks are outlined below, which
are not meant to be exhausve:
The Company’s vessels will be subject to
perils parcular to marine operaons,
including capsizing, grounding, collision
and loss and damage from severe weather
or storms. The vessels may also be subject
to other unintended accidents. Such
circumstances may result in loss of or
damage to the relevant vessel, damage
to property (including other vessels) and
damage to the environment or persons or
for acons for damages connected with
exisng and future contracts which cannot
be fullled. Such events may lead to the
Group being held liable for substanal
amounts by contractual counterpares,
injured pares, their insurer and public
governments. In the event of polluon,
the Group may be subject to strict liability.
Environmental laws and regulaons appli-
cable in the countries in which the Group
operates have become more stringent in
recent years. Such laws and regulaons
may expose the Group to liability for the
conduct of or condions caused by others,
or for acts by the Group that were in
compliance with all applicable laws at the
me such acons were taken.
The occurrence of the aforemenoned
events may have a material adverse eect
on the Group’s business, nancial condi-
on, results of operaon and liquidity, and
there can be no assurance that the Group’s
insurance will fully compensate any such
potenal losses and/or expenses. Further,
the Company’s management will monitor
the performance of each investment,
however, the Company will rely upon
third party technical and day-to-day
management of the assets, and there can
be no assurance that such management
will operate successfully.
The operaon of dry bulk vessels has
certain unique operaonal risks and the
cargo itself and its interacon with the
vessel can be a risk factor. By their nature,
dry bulk cargoes are oen heavy and may
shi in a hold unless carefully distributed
and stowed causing loss of vessel stability.
High moisture bulk cargoes may cause free
water surface on-top with subsequent loss
of stability during a voyage, and certain
cargoes may react badly to water expo-
sure. In addion, dry bulk vessels are oen
subjected to baering treatment during
unloading operaons with grabs, and use
of bulldozers to maximize cargo ouurn.
This harsh handling may cause structural
weakness or damage to the vessels and
thus render them more suscepble to a
hull breach at sea. Hull breaches in dry
bulk vessels may lead to the ooding of
cargo holds. If a dry bulk vessel suers
ooding, the combinaon of cargo and sea
water may result in very high shear force
and bending moment and eventually cause
catastrophic buckling or collapse of vessel’s
bulkheads leading to the loss of the vessel.
If the Group is unable to adequately
maintain or safeguard its vessels, it may
be unable to prevent such events. Any
of these circumstances or events could
negavely impact the Group’s business,
nancial condion or results of operaons.
In addion, the loss of any of its vessels
could harm the Group’s reputaon as
a safe and reliable vessel owner and
operator.
The Group’s success depends, to a
signicant extent, upon the abilies and
eorts of a small number of key personnel,
employed in 2020 Bulkers Management
AS and providing services to the Group
under the terms of the Management
Agreement, and there can be no assurance
that such individuals will connue to be
employed by the Group and involved in the
management of the Group in the future,
or that their connued involvement will
guarantee the future success of the Group.
If the Group does not retain such key com-
petence, and/or if it is unable to aract
new talent or competencies relevant for
the future development of the Group, this
may have a negave eect on the success
of the Group, and the Group’s ability to
expand its business and/ or to maintain
and develop its compeve skill set, which
will correspondingly have an adverse eect
on the Group’s compeve posion and
nancial performance.
The Company generates revenues and
incurs operang expenses in U.S. dollars
and the majority of the general and
administrave expenses are denominated
in NOK. The Company has not hedged any
foreign currency exposure.
The interest rate on the term loan facility is
based on SOFR + a margin and is currently
exposed to interest rate uctuaons.
The Company has now chartered out
its vessels to a reputable charterer. The
charterer is a large internaonal company,
and 2020 Bulkers assess the company as a
counterparty with low credit risk.
There is a concentraon of credit risk with
respect to cash and cash equivalents to the
extent that all of the amounts are carried
with Danske Bank and Nordea. However,
we believe this risk is remote, as Danske
Bank and Nordea are established nancial
instuons.
BOARD OF
DIRECTORS’
REPORT
2020 BULKERS LTD.
ANNUAL REPORT 2025
8
The availability of nancing alternaves for
future investment opportunies may be
unavailable at suciently aracve terms.
The Company is also exposed to general
movements on the Oslo Børs, which may
limit the possibility of raising new equity at
aracve prices.
With the increased use of technologies
such as the internet to conduct business,
the Group, service providers to the
Group and Oslo Børs are suscepble
to operaonal, informaon security
and related “cyber” risks both directly
and indirectly, which could result in
material adverse consequences for
the Group and the shareholders, such
as causing disrupons and impacng
business operaons, potenally resulng
in nancial losses. Unlike many other types
of risks faced by the Group, these risks are
typically not covered by any insurance. In
general, cyber incidents can result from
deliberate aacks or unintenonal events.
Cyber incidents include, but are not
limited to, gaining unauthorized access to
digital systems (e.g., through “hacking” or
malicious soware coding) for purposes
of misappropriang assets or sensive
informaon, corrupng data, or causing
operaonal disrupon. Cyberaacks may
also be carried out in a manner that does
not require gaining unauthorized access,
such as causing denial-of-service aacks
on websites (i.e., eorts to make network
services unavailable to intended users).
2020 Bulkers maintains Directors &
Ocers liability insurance against liabilies
incurred in their capacity as Director or
Ocer. The insurance is capped at US$20
million.

This report includes forward looking
statements. Forward looking statements
are, typically, statements that do not
reect historical facts and may be
idened by words such as “ancipate”,
“believe”, “connue”, “esmate”, “expect”,
“intends”, “may”, “should”, “will” and
similar expressions. The forward-looking
statements in this report are based upon
various assumpons, many of which are
based, in turn, upon further assumpons.
Although 2020 Bulkers Ltd. believes that
these assumpons are reasonable, they
are, by their nature, uncertain and subject
to signicant known and unknown risks,
conngencies and other factors which
are dicult or impossible to predict and
which are beyond our control. Such risks,
uncertaines, conngencies and other
factors could cause actual events to dier
materially from the expectaons expressed
or implied by the forward-looking state-
ments included herein.
The informaon, opinions and for-
ward-looking statements contained in this
report speak only as of the date hereof and
are subject to change without noce.
ABOUT 2020 BULKERS LTD.
2020 Bulkers Ltd. is a limited liability
company incorporated in Bermuda on 26
September 2017. The Company’s shares
are traded on Oslo Børs under the cker
“2020”. 2020 Bulkers is an owner of ve
large dry bulk vessels.
BOARD OF
DIRECTORS’
REPORT
March 9, 2026
/s/ Lori Wheeler Naess /s/ Magnus Halvorsen /s/ Viggo Bang-Hansen
Lori Wheeler Naess Magnus Halvorsen Viggo Bang-Hansen
Director Chairperson Director
2020 BULKERS LTD.
ANNUAL REPORT 2025
9
We conrm that, to the best of our
knowledge, the consolidated nancial
statements for 2025, which have been
prepared in accordance with US GAAP,
give a fair presentaon of the Company’s
consolidated assets, liabilies, nancial
posion and result of operaons, and that
the 2025 Board of Directors report includes
a fair review of the informaon required
under the Norwegian Securies Trading Act
secon 5-6 fourth paragraph.
RESPONSIBILITY
STATEMENT
March 9, 2026
/s/ Lori Wheeler Naess /s/ Magnus Halvorsen /s/ Viggo Bang-Hansen
Lori Wheeler Naess Magnus Halvorsen Viggo Bang-Hansen
Director Chairperson Director
2020 BULKERS LTD.
ANNUAL REPORT 2025
10
CORPORATE
GOVERNANCE
REPORT
2020 Bulkers Ltd. (“2020 Bulkers” or the
“Company”) is a company organized and
exisng under the laws of Bermuda. The
corporate governance principles applicable
to the Company are set out in the Ber-
muda Companies Act 1981, its bye-laws
(the “Bye-laws”) and its memorandum of
associaon.
As a consequence of the lisng of the
Company’s shares on the Euronext Oslo
Børs (Oslo Stock Exchange, the “OSE”), cer-
tain aspects of Norwegian law, notably the
Norwegian Securies Trading Act and the
Norwegian Stock Exchange Regulaons are
also relevant for its corporate governance
policy.
1. 2020 BULKERS CORPORATE
GOVERNANCE POLICY
The overall corporate governance policy
of 2020 Bulkers is the responsibility of its
board of directors (the “Board”).
In dening this policy, the Board will
observe the requirements set out in
applicable laws, cf. above, relevant recom-
mendaons and the specic requirements
arising from the Company’s business
acvies.
The most important recommendaon of
relevance to the Company’s corporate gov-
ernance is the Norwegian Code of Pracce
for Corporate Governance of 28 August
2025 (the “Code”).
The Board recognizes that the Code
represents an important standard for cor-
porate governance for companies whose
shares are listed on the OSE. Most of the
principles and recommendaons in the
Code are included in the Company’s cor-
porate governance policy. There are, how-
ever, some areas where the Company’s
governance principles dier from those
of the Code, primarily due to dierences
between the Bermuda Companies Act and/
or the Bye-laws and the Norwegian Public
Limited Companies Act. These dierences
are described below.
The Board has codied certain corporate
governance principles in a “Code of Con-
duct,” applicable to all employees in the
Company and its subsidiaries (the “2020
Bulkers Group”).
The Code of Conduct can be found on the
Company’s website (hps://2020bulkers.
com/company/).
The Board has formulated the Company’s
overall mission and the core values on
which all of the acvies of the 2020
Bulkers Group shall be based. These can be
found on the Company’s website.
The Board has, in line with the Code’s
recommendaons, prepared this report
in order to disclose those of its corporate
governance principles which do not comply
with the recommendaons of the Code.
2. THE BUSINESS
The Company’s memorandum of associ-
aon describes the Company’s objecves
and purposes as unrestricted. This deviates
from the recommendaon in the Code
but is in line with the requirements of the
Bermuda Companies Act.
The Company has clear objecves and
strategies for its business, aimed at creat-
ing sustainable value for its shareholders.
In pursuing these objecves, the Board
takes into account nancial, social and
environmental consideraons. These are
described in the Company’s annual report
and on its website.
3. EQUITY AND DIVIDENDS
The Board strives to idenfy and pursue
clear business goals and strategies for the
Company, to assess and manage the risks
associated with these, and to maintain an
equity capital and liquidity posion which
are sucient to match the same.
Under the Bye-laws, the Board may declare
dividends and cash distribuons without
the approval of the shareholders in general
meengs. This diers from the recommen-
daon in the Code.
The Company’s aim is to provide its
shareholders with a compeve return
on their investment through a posive
development in the price of the Company’s
shares and, when the Company’s cash ow
allows, dividends or cash distribuons to
its shareholders.
The Company’s shareholders may, by way
of a resoluon in a general meeng of
all shareholders (a “General Meeng”)
increase the Company’s authorized share
capital, reduce the authorized share capital
(by reducing the number of unissued but
authorized shares) and increase or reduce
the issued share capital. The procedures
for such corporate acons are set out in
the Bye-laws and the Bermuda Companies
Act.
The Board has, under Bermuda law, wide
powers to issue authorized but unissued
shares in the Company. The Board is also
authorized in the Bye-laws to purchase
the Company’s shares and hold these in
treasury. These powers are not restricted
to any specic purposes nor to a specic
period as the Code recommends.
4. EQUITABLE TREATMENT OF SHARE
HOLDERS AND TRANSACTIONS WITH
CLOSE ASSOCIATES
The Company has one class of shares only.
Each share carries one vote. All shares
have equal rights. All shares give a right to
parcipate in General Meengs.
2020 BULKERS LTD.
ANNUAL REPORT 2025
11
Under the Bermuda Companies Act, no
shareholder has a pre-empve right to
subscribe for new shares in a limited
company unless (and only to the extent
that) the right is expressly granted to the
shareholder under the bye-laws of such
company or under any contract between
the shareholder and such company. The
Bye-laws do not provide for pre-empve
rights.
In the event that the Board elects to
deviate from exisng shareholders’
pre-empve rights in connecon with a
share capital increase, the Board shall
specically state and jusfy such decision.
The juscaon shall be included in the
stock exchange announcement relang to
the capital increase and shall specically
state how the principle of equal treatment
of shareholders is maintained.
The Board will only transact in the Compa-
ny’s shares at their market value.
Members of the Board (each a “Director”)
and the Company’s senior management
shall nofy the Board if they have any
material interest, whether direct or indi-
rect, in any transacon which the 2020
Bulkers Group intends to conclude.
Following these guidelines, any Directors
and/or members of the Company’s senior
management who have an interest in
any such transacon shall always refrain
from parcipang in the discussions on
whether to conclude such transacon or
not in the relevant corporate bodies in the
2020 Bulkers Group.
Further, the Board shall always consider
whether it is appropriate to obtain an
independent third-party valuaon of
the object of any material transacon
between the Company and any of its close
associates.
5. FREELY NEGOTIABLE SHARES
The Company’s shares are freely tradable.
6. GENERAL MEETINGS
The Code requires that noce of General
Meengs, (including any supporng docu-
ments for the resoluons to be considered
therein) is made available on the Compa-
ny’s website no later than 21 days prior to
the date of the General Meeng.
The Bye-laws allow, in accordance with
Bermuda law, for noce to be given no
less than seven days (excluding the day
on which the noce is served and the day
on which the General Meeng to which
it relates is to be held) prior to a General
Meeng. This diers from the recommen-
daon of the Code.
The Board aspires to maintain good relaons
with its shareholders and possible investors
in its shares, and to have an investor relaon
policy which complies with the OSE’s Code
of Pracce for Investor Relaons.
The Board shall ensure that as many share-
holders as possible are able to parcipate
and vote in the General Meengs. To
achieve a high rate of shareholder aen-
dance therein the Company shall:
provide, on its website, the date of and,
if possible, further informaon on each
General Meeng as early as possible,
and at the latest seven days in advance
thereof;
provide, together with or before the
noce is given, sucient supporng
documentaon for any resoluon pro-
posed to be made therein in order for
the shareholders to prepare;
ensure that any registraon deadline is
set as close to the General Meeng as
possible;
ensure that the shareholders may vote
for each and all of the candidates for
the Board; and
ensure that a person is appointed who
can act as a proxy for the shareholders
if advance vong is not available.
7. NOMINATION COMMITTEE
The Code recommends that the Company
has a nominaon commiee.
The Company is not, under Bermuda law,
obliged to establish a nominaon commit-
tee. The Board is of the opinion that there
are, for the me being, not sucient rea-
sons to establish a nominaon commiee.
The Board will consult with the Company’s
main shareholders prior to proposing
candidates for Directors and will ensure
that the Board consists of Directors with
the experse and competence as shall be
required by the Company from me to
me.
8. CORPORATE ASSEMBLY AND BOARD
OF DIRECTORS, COMPOSITION AND
INDEPENDENCE
The Company does not have a corporate
assembly.
According to the Bye-laws the Board shall
consist of not less than two Directors.
Currently the Board consists of three Direc-
tors.
It is the view of the Board that at least
two of its Directors are independent
of the Company’s main shareholders.
Further, it is the view of the Board that
a majority of the Directors are indepen-
dent of the Company’s senior managers
and main business partners. Although
the Chair performs certain execuve
funcons, no Director is employed by the
2020 Bulkers Group.
CORPORATE
GOVERNANCE
REPORT
2020 BULKERS LTD.
ANNUAL REPORT 2025
12
The Board will, in accordance with normal
procedures for Bermuda companies, elect
its chairman. This diers from the recom-
mendaon in the Code that the General
Meeng shall elect the chairman of the
Board.
The Directors shall, subject to applicable
law and the Bye-laws, hold oce unl
the rst General Meeng following such
Director’s elecon. The Directors may be
re-elected.
A short descripon of the current Directors
is available on the Company’s website –
hps://2020bulkers.com/team/.
9. THE WORK OF THE BOARD
The Code recommends that the Board
develops and approves wrien guidelines
for its own work as well as the work of
the Company’s senior managers with
parcular emphasis on establishing clear
internal allocaon of responsibilies and
dues.
The Code further recommends that such
instrucons should state how the Board
and execuve management shall handle
agreements with related pares, includ-
ing whether an independent valuaon
must be obtained. In addion, the Code
recommends that the Board should adopt
instrucons for board commiees.
The Bermuda Companies Act does
not require the Board to prepare such
guidelines. The Board is of the opinion
that there are no reasons to issue such
guidelines at present. This diers from the
recommendaon in the Code. However,
the Board ensures that agreements with
related pares are handled in accordance
with the principles set out in Secon 4
above, and the Audit Commiee operates
in accordance with its terms of reference
as adopted by the Board.
The Code recommends that the Board
establishes an audit commiee and a
remuneraon commiee.
Although the Bermuda Companies Act does
not require the Company to establish such
commiees, the Board has established an
Audit Commiee, but the Board is of the
opinion that there is no reason to establish
a remuneraon commiee at present.
10. RISK MANAGEMENT AND
INTERNAL CONTROL
The Board is focused on ensuring that the
2020 Bulkers Group’s business pracces
are sound and that adequate internal
control rounes are in place. The Board
connuously assesses the possible con-
sequences of and the risks related to the
2020 Bulkers Group’s operaons.
The 2020 Bulkers Group is commied to
protecng the health and safety of its
employees and contractors in their acvi-
es for the 2020 Bulkers Group and is com-
mied to ensure generally accepted QHSE
principles are integrated in everything the
2020 Bulkers Group does.
The Board supervises the Company’s
internal control systems. These cover both
the 2020 Bulkers Group’s operaons and
its guidelines for ethical conduct and social
responsibility.
11. REMUNERATION OF
THE DIRECTORS
The remuneraon of the Directors is set by
the General Meeng. The Company may,
on occasion, pay Directors their fee in the
Company’s shares and/or grant Directors
opons under the Company’s share opon
scheme. The Code recommends that the
remuneraon of the Board should not be
linked to the Company’s performance and
that the Company should not grant share
opons to members of its Board. The Com-
pany’s pracce of granng share opons to
Directors diers from this recommendaon
in the Code.
Secon 11 of the Code states that Direc-
tors should not take on specic assign-
ments for the Company in addion to their
appointment as Directors.
The 2020 Bulkers Group will not refrain
from engaging Directors for specic
assignments for the Company if such
engagement is considered benecial to the
Company. This diers from the recommen-
daon in the Code. However, such assign-
ments will be disclosed to the Board and
the Board shall approve the assignment, as
well as the remuneraon.
12. REMUNERATION OF
EXECUTIVE PERSONNEL
The remuneraon of the 2020 Bulkers
Group’s senior managers is based on four
components. The rst component is each
individual’s xed salary. This is set based on
the individual’s posion and responsibility
and the internaonal salary level for com-
parable posions.
The second component is local compensa-
on such as mandatory pension payments.
The third component is a variable,
discreonary bonus. Bonuses will be
granted based on the performance of
the 2020 Bulkers Group as a whole and
each individual in relaon to targets set
annually. The Code recommends that any
performance-related remuneraon should
be based on measurable criteria that the
execuve personnel can inuence. The
third component thereby diers from the
Code in the sense that the assessment
criteria for a potenal discreonary bonus
are not clearly dened and related to key
performance indicators each execuve
employee can inuence independently.
CORPORATE
GOVERNANCE
REPORT
2020 BULKERS LTD.
ANNUAL REPORT 2025
13
The fourth component is a share opon
scheme established by the Company
where share opons can be issued to
senior managers in the 2020 Bulkers
Group.
The Code recommends that guidelines for
the remuneraon of execuve personnel
must be clear , easily understandable and
contribute to the Company’s commercial
strategy, long-term interests and nancial
viability, and approved by the General
Meeng. Such guidelines should set forth
an absolute limit to performance related
remuneraon. The 2020 Bulkers Group’s
remuneraon policy does not require such
a procedure, nor does it contain any such
limit. This diers from the recommenda-
on in the Code.
The Bye-laws permits the Board to
issue share opons to the Company’s
employees, including members of the
2020 Bulkers Group’s senior management
team, without requiring that the General
Meeng approves the number of opons
granted or the terms and condions of
such. In addion, the share opon scheme
is an incenve program rather than remu-
neraon directly limited to the Company’s
results.
13. INFORMATION AND
COMMUNICATION
The Company is commied to provide
informaon on its nancial situaon,
ongoing projects and other circumstances
relevant for the valuaon of the Company’s
shares to the nancial markets on a regular
basis, with due regard to the requirement
of equal treatment of all parcipants in the
securies market.
The Company is also commied to disclose
all informaon necessary to assess the
value of its shares on its website. Interested
pares will nd the Company’s latest news
releases, nancial calendar, company
presentaons, share and shareholder infor-
maon, informaon about analyst coverage
and other relevant informaon here.
Such informaon may also be found on
the website of the OSE – hps://www.
euronext.com/nb/markets/oslo.
Informaon to the 2020 Bulkers Group’s
shareholders shall be published on the
Company’s website at the same me as it
is sent to the shareholders.
14. TAKEOVER OFFER
The Code recommends that the board
of directors should establish guiding
principles for how it will act in the event of
a take-over bid. The same is not a require-
ment under Bermuda law and the Board
has not xed specic, wrien guidelines
for such scenario other than as set out
herein. In the event of a takeover oer, the
Board will seek to ensure that the Compa-
ny’s business acvies are not disrupted
unnecessarily in the event a general oer is
made for the Company’s shares. The Board
will, furthermore, strive to ensure that
shareholders are given sucient informa-
on and me to form a view of the terms
of such oer.
If a takeover oer is made, the Board will
issue a statement on its merits in accor-
dance with statutory requirements and the
recommendaons in the Code.
The Board will consider obtaining a valua-
on of the Company’s equity capital from
an independent expert if a takeover oer
is made in order to provide guidance to its
shareholders as to whether to accept such
oer or not.
15. AUDITOR
The Audit Commiee will, each year, agree
a plan for the audit of the 2020 Bulkers
Group’s accounts with its auditor. The
Audit Commiee will furthermore interact
regularly with the auditor within the scope
of this plan.
The Code recommends that the board of
directors or the audit commiee establish
guidelines in respect of the use of the
auditor by the company’s execuve man-
agement for services other than the audit.
Such guidelines have not been established,
which is a deviaon from the Code.
CORPORATE
GOVERNANCE
REPORT
2020 BULKERS LTD.
For the years ended December 31, 2025
and 2024
CONSOLIDATED
FINANCIAL
STATEMENTS
2020 BULKERS LTD.
ANNUAL REPORT 2025
15
12 months to 12 months to
(In millions of US$ except per share data) December 31, 2025 December 31, 2024
es and other income
Time charter revenues 63.1 71.7
Other operang income 1.8 1.5
Gain on sale of vessel - 40.9
  

Vessel operang expenses (14.8) (16.1)
Voyage expenses and commission (1.3) (0.9)
General and administrave expenses (4.2) (3.9)
Depreciaon (7.9) (9.5)
  
  

Interest expense (7.6) (6.8)
Other net nancial income (expense) 0.6 0.1
  
  
Income tax (0.1) (0.7)
Net income 29.6 76.3
  
  
Per share informaon:
Basic earnings per share 1.29 3.34
Diluted earnings per share 1.29 3.34

Net income 29.6 76.3
Unrealized gain (loss) on interest rate swaps - (0.7)
Reclassicaon for gains included in the statements of operaons
due to hedge disconnuance - (3.3)
  
  
  
m  
CONSOLIDATED
STATEMENTS OF
OPERATIONS
See accompanying notes that are an integral part of these Audited Consolidated Financial Statements.
2020 BULKERS LTD.
ANNUAL REPORT 2025
16
(In millions of US$) December 31, 2025 December 31, 2024
ASSETS

Cash and cash equivalents 22.1 16.1
Restricted cash 0.1 0.1
Assets held for sale 244.9 -
Trade receivables 1.4 0.8
Accrued revenues 0.6 0.3
Other current assets 1.1 1.9
  
 
Vessels and equipment, net and drydocking - 247.4
  
Total assets 270.2 266.6
LIABILITIES AND EQUITY

Current poron of long-term debt 110.7 -
Accounts payable 0.6 0.5
Accrued expenses 2.2 3.1
Declared dividend 4.8 -
Other current liabilies 3.5 1.0
  

Long-term debt - 110.1
  


Common shares of par value US$1.0 per share: authorized 75,000,000
(2024:75,000,000). Issued and outstanding 22,880,906 (2024: 22,870,906) 22.9 22.9
Addional paid-in capital 1.3 1.0
Contributed surplus 10.7 12.1
Non-controlling interest 0.2 0.1
Retained earnings 113.3 115.8
  
  
CONSOLIDATED
BALANCE SHEETS
See accompanying notes that are an integral part of these Audited Consolidated Financial Statements.
March 9, 2026
/s/ Lori Wheeler Naess /s/ Magnus Halvorsen /s/ Viggo Bang-Hansen
Lori Wheeler Naess Magnus Halvorsen Viggo Bang-Hansen
Director Chairperson Director
March 10, 2025
/s/ Lori Wheeler Naess /s/ Viggo Bang-Hansen /s/ Magnus Halvorsen
Lori Wheeler Naess Viggo Bang-Hansen Magnus Halvorsen
Director Director Chairperson
2020 BULKERS LTD.
ANNUAL REPORT 2025
17
12 months to 12 months to
(In millions of US$) December 31, 2025 December 31, 2024
Net income 29.6 76.3
Adjustmentstoreconcilenetincometonetcashprovidedbyoperangacvies:
Gain on sale of vessel - (40.9)
Cash received from selement of interest rate swaps - 2.9
Amorzaon of gain on interest rate swaps - (3.3)
Cash paid for drydocking (4.5) (2.6)
Share based compensaon 0.2 0.2
Depreciaon 7.9 9.5
Amorzaon and write o of deferred loan costs 0.6 1.2
Changesinoperangassetsandliabilies:
Change in current assets classied as held for sale (0.9) -
Change in trade receivables (0.6) 0.1
Change in accrued revenues (0.3) (0.1)
Change in other current assets 0.8 0.9
Change in accounts payable 0.1 (0.1)
Change in accrued expenses (0.9) -
Change in other current liabilies 2.5 (2.0)
  
  
Proceeds from sale of shares subsidiary - 0.3
Net proceeds from sale of vessel - 125.8
  

Repayment of long-term debt - (96.8)
Net proceeds from share issuance 0.1 -
Dividends and cash distribuons paid (28.6) (86.0)
  
Net increase (decrease) in cash and cash equivalents and restricted cash 6.0 (14.6)
Cash and cash equivalents and restricted cash at beginning of the period (1) 16.2 30.8
  

Interest paid (7.1) (9.0)
Income taxes paid (0.8) (1.3)
(1) Consists of line items Cash and cash equivalents and Restricted cash from the Consolidated balance sheets.
CONSOLIDATED
STATEMENTS OF
CASH FLOWS
See accompanying notes that are an integral part of these Audited Consolidated Financial Statements.
2020 BULKERS LTD.
ANNUAL REPORT 2025
18
Acc.
other

    
(In millions of US$,        
except number of shares)        
Consolidated balance
        
Transfer (1) - - (0.9) 0.9 - - - -
Sale of shares in subsidiary (2) - - 0.2 - 0.1 - - 0.3
Share based compensaon - - 0.2 - - - - 0.2
Dividends - - - - - - (81.9) (81.9)
Total comprehensive income
for the period - - - - - (4.0) 76.3 72.3
Consolidated balance
        
Issue of common shares 10 000 - 0.1 - - - - 0.1
Share based compensaon - - 0.2 - - - - 0.2
Dividends and cash distribuons - - - (1.4) - - (32.0) (33.4)
Total comprehensive income
for the period - - - - 0.1 - 29.5 29.6
Consolidated balance
        
(1) At the 2024 Annual General Meeng held May 7, 2024, it was approved to reduce the Share Premium Account (Recognized as Addional paid-in capital in the Consolidated
Statements of Changes in Shareholders’ Equity) of the Company by US$889,250 and to credit the same amount resulng from the reducon to the Company’s Contributed
Surplus account, with eect from May 7, 2024.
(2) In August 2024, the Company sold 40% of the shares in 2020 Bulkers Management AS to Himalaya Shipping.
CONSOLIDATED
STATEMENTS OF
CHANGESINSHARE
HOLDERS’ EQUITY
See accompanying notes that are an integral part of these Audited Consolidated Financial Statements.
2020 BULKERS LTD.
ANNUAL REPORT 2025
19
1. GENERAL INFORMATION
2020 Bulkers Ltd. (together with its subsidiaries, the “Company” or the “Group” or “2020 Bulkers”) is a limited liability company
incorporated in Bermuda on September 26, 2017. The Company’s shares are traded on Oslo Børs under the cker “2020”.
2020 Bulkers is an owner and operator of large dry bulk vessels. As of December 31, 2025, the Group has six Newcastlemax dry bulk
vessels in operaon. The Company has sold its six vessels with scheduled delivery to new owners during Q1 2026. The Board of Directors
of the Company will, subject to compleon of the sales, determine the nal allocaon of the net proceeds from the transacons. The
current intenon is to return the net proceeds from the sale to shareholders following compleon of the vessel sales, while retaining
some cash on the balance sheet to enable the Company to capitalize on its plaorm and pursue potenal strategic or other opportunies.
Basis of presentaon
Our consolidated nancial statements are prepared in accordance with accounng principles generally accepted in the United States of
America (U.S. GAAP).
2. ACCOUNTING POLICIES
Principle of Consolidaon
The consolidated nancial statements include the assets and liabilies of the parent company and subsidiaries where we have control. All
intercompany balances and transacons have been eliminated upon consolidaon.
Use of esmates
The preparaon of nancial statements in conformity with U.S. GAAP requires us to make esmates and assumpons that aect the
amounts reported in our nancial statements and accompanying notes. Actual results could dier from those esmates.
Fair value measurement
We have determined the esmated fair value amounts presented in these consolidated nancial statements using available market
informaon and appropriate methodologies. However, considerable judgment is required in interpreng market data to develop the
esmates of fair value. The esmates presented in these consolidated nancial statements are not necessarily indicave of the amounts
that we could realize in a current market exchange. The use of dierent market assumpons and/or esmaon methodologies may have
a material eect on the esmated fair value amounts.
We account for fair value measurement in accordance with the accounng standards guidance using fair value to measure assets and
liabilies. The guidance provides a single denion for fair value, together with a framework for measuring it, and requires addional
disclosure about the use of fair value to measure assets and liabilies.
Reporng and funconal currency
The Company and the majority of its subsidiaries have the US$ as their funconal currency because the majority of their revenues,
expenses and nancing are denominated in US$. Accordingly, the Company’s reporng currency is also U.S. dollars. Foreign currency
gains or losses on consolidaon are recorded as a separate component of other comprehensive income (loss) in shareholders’ equity for
subsidiaries that have funconal currencies other than US$.
Foreign currency
Transacons in foreign currencies during the year are recognized at the rates of exchange in eect at the date of the transacon. Foreign
currency monetary assets and liabilies are revalued using rates of exchange at the balance sheet date. Foreign currency transacon
gains or losses are included in the consolidated statements of operaons.
NOTES TO THE
CONSOLIDATED
FINANCIAL
STATEMENTS
ANNUAL REPORT 2025
20
NOTES
2020 BULKERS LTD.
NOTES
Revenue and expense recognion
Our shipping revenues are primarily generated from me charters. In a me charter, the vessel is hired by the charterer for a specied
period of me in exchange for consideraon which is based on a daily hire rate. The charterer has full discreon over the ports visited,
shipping routes and vessel speed. In a me charter contract, we are responsible for all the costs incurred for running the vessel such
as crew costs, vessel insurance, repairs and maintenance and lubes. Costs incurred by the Company in connecon with me charters
are recognized on an accruals basis. The charterer bears the voyage related costs such as bunker expenses, port charges and canal tolls
during the hire period. The performance obligaons in a me charter contract are sased over the term of the contract beginning when
the vessel is delivered to the charterer unl it is redelivered back to the Group. The me charter contracts are considered operang
leases and therefore do not fall under the scope of ASC 606 Revenue from Contracts with Customers because (i) the vessel is an
idenable asset (ii) we do not have substanve substuon rights and (iii) the charterer has the right to control the use of the vessel
during the term of the contract and derives the economic benets from such use. Time charter contracts are accounted for as operang
leases in accordance with ASC 842 Leases and related interpretaons. For arrangements where the Company is the lessor, we have
elected the praccal expedient which allows the Company to treat the lease and non-lease components as a single lease component for
the leases where the ming and paern 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 classied as an operang lease.
Income from me charters is recognized on a straight-line basis over the period of the me charter contract (or lease contract) and at the
prevailing rate for the relevant assessment period for variable or index-linked me charter contracts.
Variable lease payments included into our me-charter agreements, such as prot sharing for fuel savings from scrubbers, that do not
depend on an index or rate are excluded from the calculaon of lease payments and recognized in the period in which the variability is
resolved.
In a voyage charter contract, which we consider in scope of ASC 606, the charterer hires the vessel to transport a specic agreed upon
cargo for a single voyage. The consideraon in such a contract is determined on the basis of a freight rate per metric ton of cargo carried
or occasionally on a lump sum basis. Esmates and judgments are required in ascertaining the most likely outcome of a parcular voyage
and actual outcomes may dier from esmates. In a voyage charter contract, the performance obligaons begin to be sased once
the vessel begins loading the cargo. We have determined that our voyage charter contracts consist of a single performance obligaon of
transporng the cargo within a specied me period. Therefore, the performance obligaon is met evenly as the voyage progresses, and
the revenue is recognized on a straight-line basis over the voyage days from the commencement of loading to compleon of discharge.
During 2025 and 2024, the Company had revenues from me charter contracts.
The guidance also species treatment for certain contract related costs, being either incremental costs to obtain a contract, or costs to
fulll a contract. Under the guidance, an enty shall recognize as an asset the incremental costs of obtaining a contract with a customer
if the enty expects to recover those costs. The guidance also provides a praccal expedient whereby an enty may recognize the
incremental costs of obtaining a contract as an expense when incurred if the amorzaon period of the asset that the enty otherwise
would have recognized is one year or less. Costs to fulll a contract must be capitalized if they meet certain criteria. In a voyage contract,
the Company bears all voyage related costs such as fuel costs, port charges and canal tolls. These costs are considered contract fulllment
costs because the costs are direct costs related to the performance of the contract and are expected to be recovered. The costs incurred
during the period prior to commencement of loading the cargo, primarily bunkers, are deferred as they represent setup costs and are
recorded as a current asset and are subsequently amorzed on a straight-line basis as we sasfy the performance obligaons under the
contract.
Share-based compensaon
The cost of equity seled transacons is measured by reference to the fair value at the date on which the share opons are granted.
The fair value of the share opons issued under the Company’s employee share opon plans is determined at the grant date taking
into account the terms and condions upon which the opons are granted, and using a valuaon technique that is consistent with
generally accepted valuaon methodologies for pricing nancial instruments, and that incorporates all factors and assumpons that
knowledgeable, willing market parcipants would consider in determining fair value. The fair value of the share opons is recognized
in General and administrave expense in the Consolidated Statements of Operaons, with a corresponding increase in equity over the
period during which the employees become uncondionally entled to the opons. Compensaon cost is inially recognized based upon
opons expected to vest, excluding forfeitures, with appropriate adjustments to reect actual forfeitures.
ANNUAL REPORT 2025
21
NOTES
Impairment of vessels
We connually monitor events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be
recoverable. Among other indicators we look at the market capitalizaon of the Company against the net book value of equity and
market condions in the dry bulk freight market. In assessing the recoverability of our vessels carrying amounts, we make assumpons
regarding esmated future cash ows and esmates in respect of residual or scrap value. When such events or changes in circumstances
are present, we assess the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered
through undiscounted expected future cash ows. If the total of the future cash ows is less than the carrying amount of those assets,
we recognize an impairment loss based on the excess of the carrying amount over the lower of the fair market value of the assets,
less cost to sell, and the net present value (“NPV”) of esmated future undiscounted cash ows from the employment of the asset
(“value-in-use”).
As of December 31,2025, and December 31, 2024, the Company had no indicaons that the carrying amount of a parcular vessel may
not be fully recoverable.
Sale lease-back transacons
When a sale and leaseback transacon does not qualify for sale accounng, the transacon is accounted for as a nancing transacon by the
seller-lessee. To account for a failed sale and leaseback transacon as a nancing arrangement, the seller-lessee does not derecognize the
underlying asset; the seller-lessee connues depreciang the asset as if it was the legal owner. The sales proceeds received from the buyer-
lessor are recognized as a nancial liability. A seller-lessee will make rental payments under the leaseback. These payments are allocated
between interest expense and principal repayment of the nancial liability. The amount allocated to interest expense is determined by the
incremental borrowing rate or imputed interest rate. The sale and lease back transacons that the Company entered into for Bulk Seoul and
Bulk Shanghai, involved purchase obligaons and was therefore treated as nancing arrangements. Please refer to note 10.
Deferred charges
Costs associated with long-term nancing, including debt arrangement fees, are deferred and amorzed over the term of the relevant
loan using the straight-line method as this approximates the eecve interest method. Amorzaon of loan costs will be included in
“Interest expense” in the Consolidated Statements of Operaons. If a loan is repaid early, any unamorzed poron of the related deferred
charge is charged against “Other nancial expenses” in the period in which the loan is repaid. Deferred charges are presented as a
deducon from the corresponding liability in the Consolidated Balance Sheet.
Vessels and equipment, net
Vessels and equipment are recorded at historical cost less accumulated depreciaon and, if appropriate, impairment charges. Depreciaon
is calculated on a straight-line basis over the useful life of the assets based on cost less esmated residual values. The esmated useful life
for our vessels is 25 years. The esmated residual values are based on ten year average steel price and lightweight ton of the vessels.
Drydocking
Maintenance of class cercaon requires expenditure and can require taking a vessel out of service from me to me for survey, repairs
or modicaons to meet class requirements. When delivered, the Group’s vessels can generally be expected to have to undergo a class
survey once every ve years. The Group’s vessels are being built to the classicaon requirements of American Bureau of Shipping
(ABS) and the Liberian Ship Register. Normal vessel repair and maintenance costs will be expensed when incurred. We will recognize the
cost of a drydocking at the me the drydocking takes place. The Group will capitalize a substanal poron of the costs incurred during
drydocking, including the survey costs and depreciates those costs on a straight-line basis from the me of compleon of a drydocking or
intermediate survey unl the next scheduled drydocking or intermediate survey.
Earnings per share
Basic earnings per share (“EPS”) is computed based on the income available to common stockholders and the weighted average number
of shares outstanding. Diluted earnings per share includes the eect of the assumed conversion of potenally diluve instruments, which
for the Company includes share opons. The determinaon of diluve EPS may require us to make adjustments to net income and the
weighted average shares outstanding used to compute basic EPS unless an-diluve.
Trade receivables
Trade receivables are presented net of allowances for doubul balances. At each balance sheet date, all potenally uncollecble accounts
are assessed individually for purposes of determining the appropriate provision for doubul accounts.
ANNUAL REPORT 2025
22
NOTES
Cash and cash equivalents
Cash compromises cash on hand and cash at bank. All demand and me deposits and highly liquid, low risk investments with original
maturies of three months or less at the date of purchase are considered equivalent to cash. Cash and cash equivalents that are
restricted as to their use are classied as Restricted cash in the Consolidated Balance Sheets.
Interest-bearing debt
Interest-bearing debt is recognized inially at fair value less directly aributable transacon costs. Subsequent to inial recognion,
interest-bearing borrowings are stated at amorzed cost. Transacon costs are amorzed over the term of the loan.
Current and long-term classicaon
Assets and liabilies are classied as current assets and liabilies respecvely, if their maturity is within one year of the balance sheet
date. Otherwise, they are classied as non-current assets and liabilies.
Related pares
Pares are related if one party has the ability, directly or indirectly, to control the other party or exercise signicant inuence over
the other party in making nancial and operang decisions. Pares are also related if they are subject to common control or common
signicant inuence.
Interest rate hedging
The interest rate swaps are recognized at fair value. All the interest rate swaps are designated for hedge accounng. Gains or losses on
the hedging instrument are recognized in other comprehensive income (loss), to the extent that the hedge is determined to be eecve.
All other gains or losses are recognized immediately in the consolidated statements of operaons.
The fair value of the interest rate swaps is recognized and presented as a current asset or liability for maturity equal to or less than twelve
months and a non-current asset or liability for maturity exceeding twelve months.
Forward freight agreements
The forward freight agreements are recognized at fair value. The forward freight contracts are not designated for hedge accounng and
as such changes in the fair value and gains and losses of these derivaves are recorded in Other operang income in the Consolidated
Statements of Operaons. Cash oulows and inows resulng from the forward freight agreements are presented as cash ows from
operaons in the Consolidated Statements of Cash Flows.
The fair values of any forward freight agreements are disclosed in note 11. The fair value of the forward freight agreements is recognized
and presented as a current asset or liability for maturity equal to or less than twelve months and a non-current asset or liability for
maturity exceeding twelve months.
Assets held for sale
The criteria for classifying an asset as held for sale require management to commit to a plan, the asset to be available for immediate sale,
an acve program to nd a buyer, and the sale to be probable within one year. Assets held for sale are measured at the lower of their
carrying amount or fair value less costs to sell. Once classied as held for sale, these assets are no longer depreciated or amorzed and
are presented separately in the nancial statements.
ANNUAL REPORT 2025
23
NOTES
3. RECENTLY ISSUED ACCOUNTING STANDARDS
Adopon of new accounng standards
There are no new accounng standards having a material impact on the Company.
4. INCOME TAXES
2020 Bulkers Ltd. is incorporated in Bermuda. 2020 Bulkers Ltd. transferred tax domicile from Bermuda to Norway eecve August 9,
2022. Our vessel owning subsidiaries are taxed under the Norwegian Tonnage Tax Regime. The esmated income tax expense for the
twelve months ended December 31, 2025, is US$43k (US$0.7 million expense for the twelve months ended December 31, 2024). Any
current tax primarily relates to payable tax on calculated net nancial income within the Norwegian Tonnage Tax Regime. The Group does
not have any accrued interest or penales relang to income taxes.
5. SEGMENT INFORMATION
Our chief operang decision maker, or the CODM, being our Board of Directors, measures performance based on our overall return to
shareholders based on consolidated net income. The CODM does not review a measure of operang result at a lower level than the
consolidated group, therefore we only have one reportable segment. Our vessels operate worldwide and therefore management will not
evaluate performance by geographical region as this informaon is not meaningful.
The CODM does review operang expenses on a quarterly basis. Of total vessel operang expenses of US$14.8 million (US$16.1 million
for the twelve months ended December 31, 2024), crew costs amount to US$7.5 million (US$8.2 million for the twelve months ended
December 31, 2024) for the twelve months ended December 31, 2025.
For the year ended December 31, 2025, two customers accounted for 10 percent or more of our consolidated revenues in the amounts
of US$42.2 million and US$15.9 million, respecvely. For the year ended December 31, 2024, two customers accounted for 10 percent or
more of our consolidated revenues in the amounts of US$49.0 million and US$22.7 million, respecvely.
The agreements to sell of our vessels encompasses substanally all of our current material operang acvies, however, as of December
31, 2025 the Company had not determined that the agreements to sell the vessels represented a strategic shi in the business and
accordingly, has not presented disconnued operaons in the consolidated statement of operaons.
6. REVENUES
The Company recognized revenues from me charter contracts (described in note 8) during the twelve months ended December 31,
2025 and 2024. The Company has recognized US$0.6 million (US$0.3 million as of December 31, 2024) of revenues which was not
invoiced as of December 31, 2025, and the amount is recognized as Accrued revenues. In addion, the Company has invoiced US$1.7
million (US$0.7 million as of December 31, 2024) to customers which was not earned as of December 31, 2025, and the amount is
recognized as Other current liabilies. During the twelve months ended December 31, 2025, the Company recognized approximately
US$1.8 million (US$1.5 million during the twelve months ended December 31, 2024) in management fee as Other operang income.
ANNUAL REPORT 2025
24
NOTES
7. EARNINGS PER SHARE
12 months to 12 months to
December 31, December 31,
(In US$, except share numbers) 2025 2024
Basic earnings per share 1.29 3.34
Diluted earnings per share 1.29 3.34
Issued ordinary shares at the end of the period 22 880 906 22 870 906
Weighted average number of shares outstanding - basic 22 872 057 22 870 906
Weighted average number of shares outstanding - diluted 22 877 587 22 874 248
The computaon of basic EPS is based on the weighted average number of outstanding shares during the period. Diluted EPS includes the
potenal eect of conversion of 50,000 share opons (2024: 60,000) outstanding issued to employees since the average share price for
the twelve months to December 31, 2025, was above the strike price. Diluted EPS excludes the potenal eect of conversion of 115,000
of share opons (2024: 115,000) outstanding issued to directors and employees since the average share price for the twelve months to
December 31, 2025, was below the strike price.
8. LEASES
Lessor
The Company had the following vessels on operang lease contracts as of December 31, 2025:
   
Bulk Sandeord Koch Shipping Q1 2026 Index linked + premium + scrubber benet
Bulk Sanago Koch Shipping Q1 2026 Index linked + premium + scrubber benet
Bulk Shenzhen Koch Shipping Q1 2026 Index linked + premium + scrubber benet
Bulk Sydney Koch Shipping Q1 2026 Index linked + premium + scrubber benet
Bulk Sao Paulo Cargill Q1 2026 Index linked + premium + scrubber benet
Bulk Santos Cargill Q1 2026 Index linked + premium + scrubber benet
ANNUAL REPORT 2025
25
NOTES
9. VESSELS AND EQUIPMENT, NET
Vessels and
(In millions of US$)   
   
Capital expenditures - 2.6 2.6
Asset disposals (95.5) - (95.5)
Cost as of December 31, 2024 287.9 2.6 290.5
Capital expenditures - 4.5 4.5
Asset transfers to held for sale (287.9) (7.1) (295.0)
   
   
Depreciaon 9.2 0.3 9.5
Asset disposals - accumulated depreciaon (12.4) - (12.4)
   
Depreciaon 7.1 0.8 7.9
Asset transfers to held for sale (49.9) (1.1) (51.0)
   
Balance as of December 31, 2024 245.1 2.3 247.4
   
See note 10 for informaon on sale of the vessels Bulk Shanghai and Bulk Seoul.
In September 2025, the Company entered into agreements to sell the vessels Bulk Sandeord, Bulk Sanago and Bulk Shenzhen for a
total consideraon of US$209 million to an unaliated third party. Each sale is subject to certain closing condions, in line with industry
standards and is agreed to take place during Q1 2026. As the criteria for asset held for sale were fullled as of December 31, 2025, the
Company have classied the net book value of the vessels of US$119.7 million and the luboil onboard of US$0.5 million, in total US$120.2
million, as held for sale in the consolidated balance sheet.
In October 2025, the Company entered into an agreement to sell the vessel Bulk Sao Paulo for a total consideraon of US$72.75 million
to an unaliated third party. The sale is subject to certain closing condions, in line with industry standards and is agreed to take place
during Q1 2026. As the criteria for asset held for sale were fullled as of December 31, 2025, the Company has classied the net book
value of the vessels of US$42.0 million and the luboil onboard of US$0.1 million, in total US$42.1 million, as held for sale in the consoli-
dated balance sheet.
In November 2025, the Company entered into agreements to sell the vessels Bulk Sydney and Bulk Santos for a total consideraon of
US$145.5 million to an unaliated third party. Each sale is subject to certain closing condions, in line with industry standards and is
agreed to take place during Q1 2026. As the criteria for asset held for sale were fullled as of December 31, 2025, the Company has
classied the net book value of the vessels of US$82.3 million and the luboil onboard of US$0.3 million, in total US$82.6 million, as held
for sale in the consolidated balance sheet.
ANNUAL REPORT 2025
26
NOTES
Term loan facility
In April 2024, the Company signed an agreement to renance and amend its US$162.5 million Term Loan Facility maturing in March 2027.
Pursuant to the new agreement, the Company repaid US$27.5 million of the outstanding amount under the Term Loan Facility, which was
replaced with a new non-amorzing US$112.5 million Loan Facility maturing in April 2029. The new Loan Facility has an interest rate of
SOFR+195 bps in margin.
The term loan facility contains the following nancial covenants for the Group (i) value adjusted equity shall be equal to or greater than
30% of value adjusted total assets, (ii) working capital (dened as consolidated current assets minus consolidated current liabilies
(excluding current poron of long term debt and subordinated shareholder loans)) shall at all mes be no less than US$0 and (iii) free
and available cash shall at all mes be the greater of (a) US$1.25 million per delivered vessel and (b) 5% of total debt. In addion, the
fair market value of our vessels shall at all mes be at least 140% of the aggregate outstanding loans. As of December 31, 2025, we were
compliant with the covenants and our obligaons under the term loan facility agreement. The vessels are pledged upon draw down of
the loan facility, with cross collateral agreements in place for each vessel within the term loan facility.
In March 2024, the Company terminated the interest rate swaps and received a cash selement of approximately US$2.9 million. The
amount was transferred to the statements of operaons reducing interest expense unl original maturity of the interest rate swaps in
August and September 2024.
The Company have entered into agreements to sell the vessels Bulk Sandeord, Bulk Sanago, Bulk Shenzhen, Bulk Sydney, Bulk Sao Paulo
and Bulk Santos with delivery in Q1 2026 (see note 9). As a result, the Company have classied the loan tranches (including deferred loan
costs of US$1.8 million) for the vessels as short term on the consolidated balance sheets as all six vessels are mortgaged under the loan
facility and will need to be repaid when the vessels are delivered to the new owners.
Sale and leaseback arrangement
In October 2019, the Company entered into a sale and leaseback arrangement with Ocean Yield for its two Newcastlemax vessels, Bulk
Seoul and Bulk Shanghai. The vessels were delivered from the yard on October 30, 2019, and November 6, 2019, respecvely, and were
at delivery sold to Ocean Yield for a price per vessel of US$42 million, net of a US$5 million sellers’ credit. The vessels were chartered back
to the Company on thirteen year bareboat charters which included a purchase obligaon at the end of the respecve charter periods and
certain opons to either sell or acquire the vessels during the charter periods. The bareboat charter hire was US$6,575 per day plus an
adjustment based on LIBOR plus a margin of 450 basis points. Since the Company had purchase obligaons at the end of the charter periods,
the Company accounted for the transacon as a nancing arrangement. The Company pledged the shares in the subsidiaries chartering the
vessels back from Ocean Yield and issued certain guarantees in line with standard terms contained in sale and leaseback transacons.
In February 2024, the Company signed an agreement to sell the vessels Bulk Shanghai and Bulk Seoul to an unaliated third party for a
total consideraon of US$127.5 million. The Company exercised its opon with Ocean Yield to eectuate the sale. Bulk Shanghai and Bulk
Seoul were delivered to the new owner on March 20, 2024, and April 4, 2024, respecvely, and the sale and leaseback arrangements
were seled. The Company recognized a total gain of US$40.9 million for the sale of Bulk Shanghai and Bulk Seoul during the twelve
months ended December 31, 2024.
10. DEBT
(In millions of US$) December 31, 2025 December 31, 2024
Pledged
Term loan Tranche I (“Bulk Sandeord”), balloon payment April 2029 17.9 17.9
Term loan Tranche II (“Bulk Sanago”), balloon payment April 2029 18.3 18.3
Term loan Tranche V (“Bulk Shenzhen”), balloon payment April 2029 18.7 18.7
Term loan Tranche VI (“Bulk Sydney”), balloon payment April 2029 18.8 18.8
Term loan Tranche VII (“Bulk Sao Paulo”), balloon payment April 2029 19.2 19.2
Term loan Tranche VIII (“Bulk Santos”), balloon payment April 2029 19.6 19.6
  
Less current poron long term debt (112.5) -
Less deferred loan costs - (2.4)
  
ANNUAL REPORT 2025
27
NOTES
11. FINANCIAL ASSETS AND LIABILITIES
Foreign currency risk
The majority of our transacons, assets and liabilies are denominated in United States dollars. However, we incur expenditure in
currencies other than United States dollars, mainly in Norwegian kroner. There is a risk that currency uctuaons in transacons incurred
in currencies other than the funconal currency will have a negave eect on the value of our cash ows. We are then exposed to
currency uctuaons and we may enter into foreign currency swaps to migate such risk exposures.
Fair values
The guidance for fair value measurements applies to all assets and liabilies that are being measured and reported on a fair value basis.
This guidance enables the reader of the nancial statements to assess the inputs used to develop those measurements by establishing a
hierarchy for ranking the quality and reliability of the informaon used to determine fair values. The same guidance requires that assets
and liabilies carried at fair value should be classied and disclosed in one of the following three categories based on the inputs used to
determine its fair value:
Level 1: Quoted market prices in acve markets for idencal assets or liabilies;
Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data;
Level 3: Unobservable inputs that are not corroborated by market data.
The carrying value and esmated fair value of our cash and nancial instruments are as follows:
December 31, 2025 December 31, 2024
   
(In millions of US$)     
Assets
Cash and cash equivalents 1 22.1 22.1 16.1 16.1
Restricted cash 1 0.1 0.1 0.1 0.1

Other current liabilies (forward freight agreements) 2 0.8 0.8 - -
Current poron long term debt 2 112.5 110.7 - -
Long-term debt 2 - - 112.5 110.1
Financial instruments included in the consolidated nancial statements within ‘Level 1 and 2’ of the fair value hierarchy are valued using
quoted market prices, broker or dealer quotaons or alternave pricing sources with reasonable levels of price transparency. There have
been no transfers between dierent levels in the fair value hierarchy during the periods presented.
Concentraons of risk
There is a concentraon of credit risk with respect to cash and cash equivalents to the extent that all of the amounts are carried with
Danske Bank and Nordea Bank. However, we believe this risk is remote, as Danske Bank and Nordea Bank are established nancial
instuons.
ANNUAL REPORT 2025
28
NOTES
12. SHARE BASED PAYMENT COMPENSATION
In April 2022, the Board approved a grant of 60,000 share opons to employees. Each share opon gives the holder the right to
purchase one share in the Company at an exercise price of US$18 per share. The exercise price will be reduced by any dividends and
cash distribuons paid. The share opons vest equally over a three-year vesng period, commencing one year from date of grant and
will expire ve years aer the grant date. The total esmated cost is approximately US$321k and has been expensed over the requisite
service period. US$27k has been expensed in the twelve months ended December 31, 2025. (US$107k in the twelve months ended
December 31, 2024).
In September 2024, the Board approved a grant of 115,000 share opons to directors and employees. Each share opon gives the holder
the right to purchase one share in the Company at an exercise price of US$16.7 per share. The exercise price will be reduced by any
dividends and cash distribuons paid. The share opons vest equally over a three-year vesng period, commencing one year from date
of grant and will expire ve years aer the grant date. The total esmated cost is approximately US$345k and will be expensed over the
requisite service period. US$171k has been expensed in the twelve months ended December 31, 2025 (US$70k has been expensed in the
twelve months ended December 31, 2024).
   
   
   
    
    
Granted 115 000 5.0 16.7 12.9
Exercised - - - -
Exercisable 20 000 3.0 15.7 13.3
Forfeited - - - -
    
    
Granted - - - -
Exercised (10 000) 1.4 11.4 13.3
Exercisable 58 333 3.3 14.3 13.0
Forfeited - - - -
    
    
The exercise price of US$18 per share for the share opons granted in April, 2022 was reduced with total cash distribuons and dividends
of US$1.46, US$3.58, US$0.82 and US$1.12 for 2025, 2024, 2023 and 2022, respecvely. The exercise price of US$16.7 per share for the
share opons granted in September 2024, was reduced with total dividends of US$1.46 and US$0.66 for 2025 and 2024, respecvely.
The fair value of the share opons granted in September 2024 and April 2022 was calculated using the Black-Scholes method. The signi-
cant assumpons used to esmate the fair value of the share opons are set out below:
2024 2022
Grant date September 10 April 7
Risk-free rate 3.84% 2.66%
Expected life 4.5 years 4 years
Expected future volality 32% 61%
ANNUAL REPORT 2025
29
NOTES
13. COMMITMENTS AND CONTINGENCIES
The Company insures the legal liability risks for its shipping acvies with Assuranceforeningen SKULD and Assuranceforeningen Gard
Gjensidig, both mutual protecon and indemnity associaons. As a member of these mutual associaons, the Company is subject to
calls payable to the associaons based on the Company’s claims record in addion to the claim records of all other members of the
associaons. A conngent liability exists to the extent that the claims records of the members of the associaons in the aggregate show
signicant deterioraon, which result in addional calls on the members.
To the best of our knowledge, there are no legal or arbitraon proceedings exisng or pending which have had or may have signicant
eects on our nancial posion or protability and no such proceedings are pending or known to be contemplated.
14. RELATED PARTY TRANSACTIONS
Himalaya Shipping is considered a related party due to its 40% ownership in 2020 Bulkers Management AS. During the twelve months
ended December 31, 2025, the Company charged Himalaya Shipping approximately US$1.6 million (US$1.4million during the twelve
months ended December 31, 2024) in management fee recognized as Other operang income. As of December 31, 2025 and 2024, the
Company had US$0.4 million and US$0.3 million, respecvely, recognized as a receivable on Himalaya Shipping presented under Accrued
revenues in the consolidated balance sheets.
15. COMPENSATION
During the year ended December 31, 2025, we paid our execuve ocers (CEO, CFO, CTO and COO) aggregate compensaon of US$2.0
million (2024: US$1.8 million). In addion to cash compensaon, we recognized US$132k during the year ended December 31, 2025
(2024: 150k), relang to share opons granted to execuve ocers. As of December 31, 2025, the members of Management and Direc-
tors that hold shares and share opons of the Company are set out below:
   
Lori Wheeler Naess Director - 7 500
Viggo Bang-Hansen Director - 7 500
Magnus Halvorsen* Chairperson 2 032 118 20 000
Vidar Hasund CFO 90 000 20 000
Lars-Chrisan Svensen CCO 4 700 30 000
Chrisan Dahll COO 26 950 5 000
Peer Lalic CTO 800 15 000
* 1,527,026 shares held through his controlled company MH Capital AS, and 505,092 shares held privately.

12 months to 12 Months to
(In millions of US$) December 31, 2025 December 31, 2024
Statutory audit fee 0.1 0.2
Other non-auding services - -
Total fees 0.1 0.2
ANNUAL REPORT 2025
30
NOTES

  
Avanza Bank AB 1 763 056 7.71
The Bank of New York Mellon SA/NV (nominee) 1 559 191 6.81
MH Capital AS 1 527 026 6.67
J.P. Morgan Securies LLC (nominee) 1 514 661 6.62
Brown Brothers Harriman & Co. (nominee) 1 487 558 6.50
Cibank, N.A. (nominee) 837 161 3.66
Skandinaviska Enskilda Banken AB (nominee) 818 695 3.58
Clearstream Banking S.A. (nominee) 693 787 3.03
Klaveness Invest AS 534 181 2.33
Verdipapirfondet DNB Smb 507 816 2.22
Magnus Halvorsen 505 092 2.21
Nordnet Bank AB (nominee) 442 979 1.94
State Street Bank and Trust Comp (nominee) 424 500 1.86
Nordnet Livsforsikring AS 413 135 1.81
DNB Bank ASA 407 492 1.78
Fredrik Halvorsen 357 490 1.56
Svenska Handelsbanken AB (nominee) 324 460 1.42
Folketrygdfondet 270 025 1.18
Danske Bank A/S (nominee) 209 813 0.92
Torstein Tvenge 200 000 0.87
Total 14 798 118 64.67
Other shareholders 8 082 788 35.33
Total 22 880 906 100.00
16. SHAREHOLDERS’ EQUITY
At the 2024 Annual General Meeng held May 7, 2024, it was approved to reduce the Share Premium Account (Recognized as Addional
paid-in capital in the Consolidated Statements of Changes in Shareholders’ Equity) of the Company by US$889,250 and to credit the same
amount resulng from the reducon to the Company’s Contributed Surplus account, with eect from May 7, 2024.

 
 
Share issue on exercise of opons November: US$11.42 per share 10 000
 
ANNUAL REPORT 2025
31
NOTES
17. SUBSEQUENT EVENTS
Dividends
In January 2026, the Company declared a dividend of US$0.23 per share for December 2025.
In February 2026, the Company declared a dividend of US$0.15 per share for January 2026.
In March 2026, the Company declared a dividend of US$0.10 per share for February 2026.
Sale of shares
In February 2026, the Company has agreed to sell 14% and 36% of 2020 Bulkers Management AS to Himalaya Shipping and Bruton
Limited, respecvely, for total proceeds of NOK 4 million.
Share issuance
In connecon with exercise of share opons, the Company has issued 50,000 common shares on February 20, 2026. Following the share
issuance, 2020 Bulkers Ltd. has an issued share capital of US$22,930,906 divided into 22,930,906 common shares of par value US$1.00
each.
Delivery of vessel
On March 5, 2026, Bulk Santos was delivered to the new owner following the agreement in November 2025 to sell the vessel.
The Company has evaluated subsequent events through March 9, 2026, which is the date the nancial statements were available to be
issued.
2020 BULKERS LTD.
ANNUAL REPORT 2025
32
RECONCILIATION OF
ALTERNATIVE PERFOR
MANCE MEASURES
12 months to 12 months to
(In millions of US$) December 31, 2025 December 31, 2024
  
Depreciaon and amorzaon 7.9 9.5
EBITDA 44.6 93.2
12 months to 12 months to
(In millions of US$, except per day data) December 31, 2025 December 31, 2024
  
Realized gain (loss) on forward freight agreements - -
Address commission 2.3 2.5
  
Fleet operaonal days 2 094 2 328
  
The European Securies and Markets Authority (“ESMA”) issued guidelines on Alternave Performance Measures (“APMs”) that came
into force on July 3, 2016. The Company has dened and explained the purpose of the following APMs:
EBITDA, when used by the Company, means operang prot (loss) excluding depreciaon and amorzaon. The Company has included
EBITDA as a supplemental disclosure because the Company believes that the measure provides useful informaon regarding the
Company’s ability to service debt and pay dividends and provides a helpful measure for comparing its operang performance with that of
other companies.
Average me charter equivalent rate, gross, when used by the Company, means me charter revenues and voyage charter revenues
excluding address commission plus realized gain (loss) on forward freight agreements, less voyage charter expenses and adjusted from
“load to discharge” basis to “discharge to discharge” basis and divided by operaonal days. The Company has included Average me
charter equivalent rate, gross, as a supplemental disclosure because the Company believes that the measure provides useful informaon
regarding the eets’ daily income performance.
ANNUAL REPORT 2025
33
AUDITORS’
REPORT


























Auditor’s responsibilities for the audit of


for Accountants’ 













responsible for the information in the Board of Directors’ report

information included in the annual report other than the financial statement and our auditor’s report
opinion on the financial statements does not cover the information in the Board of Directors’ report and

Penneo document key: 2IR2K-QV8VW-UY50E-4LBY5-NC17Z-GU0W2
ANNUAL REPORT 2025
34



Board of Directors’ report and for the other information presented with the financial statements. The
inconsistency between the information in the Board of Directors’

ectors’ report and for

misstated. We are required to report if there is a material misstatement in the Board of Directors’ report


Based on our knowledge obtained in the audit, it is our opinion that the Board of Directors’ report
• 
• 
Our statement on the Board of Directors’ report applies correspondingly for the statement on Corporate






’s ability to



Auditor’s responsibilities for the audit of the financial statements

free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that







• 





• 

’s internal control.
• 

Penneo document key: 2IR2K-QV8VW-UY50E-4LBY5-NC17Z-GU0W2
AUDITORS’
REPORT
ANNUAL REPORT 2025
35


• Conclude on the appropriateness of management’s use of the going concern basis of accounting

’s ability to continue as a going

auditor’s report to the related disclosures in the financial statements or, if such disclosures are

to the date of our auditor’s report. However, future events or conditions may cause the 

• 


• 











ditor’s report unless law or regulation precludes public















Penneo document key: 2IR2K-QV8VW-UY50E-4LBY5-NC17Z-GU0W2
AUDITORS’
REPORT
ANNUAL REPORT 2025
36


Management’s responsibilities



Auditor’s responsibilities



–“Assurance engagements other than audits or reviews of historical financial
information”. The standard requires us to plan and perform procedures to obtain reasonable assuranc


’s processes for





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Penneo document key: 2IR2K-QV8VW-UY50E-4LBY5-NC17Z-GU0W2
AUDITORS’
REPORT
ANNUAL REPORT 2025
37
AUDITORS’
REPORT
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Are Svendsen
State Authorised Public Accountant (Norway)
Serienummer: bankid.no no_bankid:9578-5998-4-783781
IP: 147.161.xxx.xxx
2026-03-09 13:07:00 UTC
Penneo Dokumentnøkkel: 2IR2K-QV8VW-UY50E-4LBY5-NC17Z-GU0W2
2020 BULKERS LTD.
OSLO OFFICE
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