Diana Shipping Inc. (NYSE: DSX)

Diana Shipping Inc. is a holding company incorporated under the laws of Liberia in March 1999 as Diana Shipping Investments Corp. In February 2005, the Company's articles of incorporation were amended. Under the amended and restated articles of incorporation, the Company was renamed Diana Shipping Inc. and was re-domiciled from the Republic of Liberia to the Republic of the Marshall Islands. Our executive offices are located at Pendelis 16, 175 64 Palaio Faliro, Athens, Greece. Our telephone number at this address is +30-210-947-0100. Our agent and authorized representative in the United States is our wholly owned subsidiary, Bulk Carriers (USA) LLC, established in September 2006, in the State of Delaware, which is located at 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808. The company specializes in the ownership and bareboat charter-in of dry bulk vessels. Each of our vessels is owned through a separate wholly-owned subsidiary. As of the date of this report, our fleet consisted of 38 vessels of which 36 in operation, owned and chartered-in, having a combined carrying capacity of 4.1 million dead weight tons, or dwt, and a weighted average age of 12.3 years. We also have two Kamsarmax vessels under construction with expected deliveries in 2027 and 2028. As of December 31, 2025, we had a fleet of 36 dry bulk carriers, owned and chartered-in, consisting of nine Ultramax, five Panamax, six Kamsarmax, four Post-Panamax, eight Capesize and four Newcastlemax vessels, having a combined carrying capacity of approximately 4.1 million dwt and a weighted average age of 12.1 years. We operate our vessels worldwide, in markets that have historically exhibited seasonal variations in demand and, as a result, in charter hire rates. The dry bulk carrier market is typically stronger in the fall and winter months in anticipation of increased consumption of coal and other raw materials in the northern hemisphere during the winter months. In addition, unpredictable weather patterns in these months tend to disrupt vessel scheduling and supplies of certain commodities. Currently, the majority of our vessels are employed on short- to medium-term time charter agreements. We may fix our vessels on short-, medium- or long-term employment depending on prevailing market conditions, which provides us with flexibility in responding to market developments.

We generate revenue by chartering our dry bulk carriers to customers pursuant to time charters. Under our time charters, the charterer typically pays us a fixed daily charter hire rate and bears all voyage expenses, including the cost of bunkers (fuel oil) and canal and port charges. We remain responsible for paying the chartered vessel's operating expenses, including the cost of crewing, insuring, repairing and maintaining the vessel. In 2025, we paid commissions that ranged from 4.75% to 5.0% of the total daily charter hire rate of each charter to unaffiliated ship brokers and to in-house brokers associated with the charterer, depending on the number of brokers involved with arranging the charter. Our vessels achieved daily time charter equivalent rates of $15,454 in 2025, $15,267 in 2024 and $16,713 in 2023. We generated revenues of $213.5 million in 2025, $228.2 million in 2024 and $262.1 million in 2023. During 2025, only two of our charterers accounted for 29% of our revenues, in aggregate. During 2024, one of our charterers accounted for 11% of our revenues and during 2023, one of our charterers accounted for 13% of our revenues. We strategically monitor developments in the dry bulk shipping industry on a regular basis and, subject to market demand, seek to adjust the charter hire periods for our vessels according to prevailing market conditions. In order to take advantage of relatively stable cash flow and high utilization rates, we fix some of our vessels on long-term time charters. Currently, most of our vessels are employed on short- to medium- term time charters, which allows us greater flexibility to respond to market developments. We continuously evaluate our mix of short- and long-term charters and extend or reduce the charter hire periods of the vessels in our fleet according to the developments in the dry bulk shipping industry.

The company operates through the following segments: Dry Bulk Shipping.

• The Dry Bulk Shipping segment encompasses the ownership and bareboat charter-in of dry bulk vessels. Each vessel is owned through a separate wholly-owned subsidiary. As of the date of this report, our fleet consisted of 38 vessels of which 36 in operation, owned and chartered-in, having a combined carrying capacity of 4.1 million dead weight tons, or dwt, and a weighted average age of 12.3 years. We also have two Kamsarmax vessels under construction with expected deliveries in 2027 and 2028. As of December 31, 2025, we had a fleet of 36 dry bulk carriers, owned and chartered-in, consisting of nine Ultramax, five Panamax, six Kamsarmax, four Post-Panamax, eight Capesize and four Newcastlemax vessels, having a combined carrying capacity of approximately 4.1 million dwt and a weighted average age of 12.1 years. The company specializes in the ownership and bareboat charter-in of dry bulk vessels. We operate our vessels worldwide, in markets that have historically exhibited seasonal variations in demand and, as a result, in charter hire rates. The dry bulk carrier market is typically stronger in the fall and winter months in anticipation of increased consumption of coal and other raw materials in the northern hemisphere during the winter months. In addition, unpredictable weather patterns in these months tend to disrupt vessel scheduling and supplies of certain commodities. Currently, the majority of our vessels are employed on short- to medium-term time charter agreements. We may fix our vessels on short-, medium- or long-term employment depending on prevailing market conditions, which provides us with flexibility in responding to market developments. Management of Our Fleet The commercial and technical management of our fleet, owned and bareboat chartered-in, as well as the provision of administrative services relating to the fleet’s operations, are carried out by our wholly-owned subsidiary, Diana Shipping Services S. A., which we refer to as DSS, and Diana Wilhelmsen Management Limited, a 50/50 joint venture with Wilhelmsen Ship Management, which we refer to as DWM. In exchange for providing us with commercial and technical services, personnel and office space, we pay DSS a commission, which is a percentage of the managed vessels’ gross revenues, a fixed monthly fee per managed vessel and an additional monthly fee for the administrative services provided to Diana Shipping Inc. Such services may include budgeting, reporting, monitoring of bank accounts, compliance with banks, payroll services and any other possible service that Diana Shipping Inc. would require to perform its operations. Similarly, in exchange for providing us with commercial and technical services, we pay to DWM a commission which is a percentage of the managed vessels’ gross revenues and a fixed management monthly fee for each managed vessel. The amounts deriving from the agreements with DSS are considered inter-company transactions and, therefore, are eliminated from our consolidated financial statements. The management fees and commissions deriving from the agreements with DWM are included in our statement of income in “Management fees to a related party” and “Voyage Expenses”. Steamship Shipbroking Enterprises Inc., or Steamship, a related party controlled by our CEO Ms. Semiramis Paliou, provides brokerage services to us, since June 1, 2010. Brokerage fees are included in “General and Administrative expenses” in our statement of income. The terms of this relationship are currently governed by a Brokerage Services Agreement dated February 25, 2026.

Within the dry bulk shipping industry, the company competes with other owners of dry bulk carriers in the Panamax, Post-Panamax and smaller class sectors and with owners of Capesize and Newcastlemax dry bulk carriers. Ownership of dry bulk carriers is highly fragmented. The company believes that it possesses a number of strengths that provide it with a competitive advantage in the dry bulk shipping industry: owning a modern, high quality fleet of dry bulk carriers which reduces operating costs, improves safety and provides a competitive advantage in securing favorable time charters; maintaining a fleet that includes sister ships which enhances the revenue generating potential of the fleet by providing operational and scheduling flexibility; having an experienced management team with, on average, more than 30 years of operating experience in the shipping industry and demonstrated ability in managing the commercial, technical and financial areas of the business; benefiting from the experience and reputation of Diana Shipping Services S. A. and the relationship with Wilhelmsen Ship Management through the Diana Wilhelmsen Management Limited joint venture; having strong relationships with members of the shipping and financial industries; and maintaining a strong balance sheet and a relatively low level of indebtedness which provides flexibility to increase the amount of funds that may be drawn under loan facilities in connection with future acquisitions or otherwise and enables the use of cash flow that would otherwise be dedicated to debt service for other purposes.

Our customers include regional and international companies, mainly with concentrations below 10% of our gross revenues. During 2025, only two of our charterers accounted for 29% of our revenues, in aggregate. During 2024, one of our charterers accounted for 11% of our revenues and during 2023, one of our charterers accounted for 13% of our revenues. We charter our dry bulk carriers, owned and bareboat chartered-in, to customers pursuant to time charters. Under our time charters, the charterer typically pays us a fixed daily charter hire rate and bears all voyage expenses, including the cost of bunkers (fuel oil) and canal and port charges. We remain responsible for paying the chartered vessel's operating expenses, including the cost of crewing, insuring, repairing and maintaining the vessel. In 2025, we paid commissions that ranged from 4.75% to 5.0% of the total daily charter hire rate of each charter to unaffiliated ship brokers and to in-house brokers associated with the charterer, depending on the number of brokers involved with arranging the charter. We strategically monitor developments in the dry bulk shipping industry on a regular basis and, subject to market demand, seek to adjust the charter hire periods for our vessels according to prevailing market conditions. In order to take advantage of relatively stable cash flow and high utilization rates, we fix some of our vessels on long-term time charters. Currently, most of our vessels are employed on short- to medium- term time charters, which allows us greater flexibility to respond to market developments. We continuously evaluate our mix of short- and long-term charters and extend or reduce the charter hire periods of the vessels in our fleet according to the developments in the dry bulk shipping industry.