C3is Inc.

C3is Inc. is a Marshall Islands company incorporated on July 25, 2022, operating as a provider of international seaborne transportation services to drybulk charterers, including major national and private industrial users, commodity producers and traders, and oil producers, refineries, and commodities traders and producers ¹. The company's core business model involves deploying its vessels on time charters, which can last up to several years, and spot market charters, generally lasting one to six months, subject to market conditions ². Revenue generation is primarily driven by the number of vessels in the fleet, voyage days, and the mix of charter types, with time charters offering more predictable cash flows and spot charters potentially yielding higher profit margins during favorable market conditions ³. The company does not currently employ vessels on bareboat charters and expects this to remain the case ⁴.

As of March 31, 2026, C3is Inc. operates a fleet of three handysize drybulk carriers and one Aframax crude oil tanker ⁵. The drybulk carriers transport major bulks like iron ore, coal, and grains, and minor bulks such as bauxite, phosphate, and fertilizers ⁶. The Aframax crude oil tanker transports crude oil ⁷. The company has also entered into Memoranda of Agreement for the acquisition of two MR product tankers, with one delivered at the beginning of Q2 2026 and the second scheduled for Q3 2026 ⁸. Upon delivery of these two product tankers, the total cargo carrying capacity of the fleet will be 311,431 dwt ⁹. The drybulk carriers are currently under short-duration time charter contracts, with one expiring in April 2026 and two in May 2026, while the crude oil tanker is operating in the spot market ¹⁰.

For the fiscal year ended December 31, 2025, C3is Inc. reported voyage revenues of $34.8 million ¹¹, a decrease of $7.5 million compared to $42.3 million in 2024 ¹². Voyage expenses were $12.8 million in 2025, down from $14.1 million in 2024 ¹³. Vessels' operating expenses increased to $9.2 million in 2025 from $8.4 million in 2024 ¹⁴. Drydocking costs were $1.9 million in 2025, compared to nil in 2024 ¹⁵. Depreciation for 2025 was $6.5 million, an increase of $0.3 million from $6.2 million in 2024 ¹⁶. Management fees remained constant at $0.6 million for both 2025 and 2024 ¹⁷. General and administrative costs decreased to $2.4 million in 2025 from $3.0 million in 2024 ¹⁸. Interest and finance costs significantly decreased to $0.4 million in 2025 from $2.5 million in 2024 ¹⁹. Interest income was $0.3 million in 2025, down from $1.0 million in 2024 ²⁰. The company reported a gain on warrants of $9.2 million in 2025, a notable shift from a loss on warrants of $11.1 million in 2024 ²¹. Net income for 2025 was $10.5 million, a substantial improvement from a net loss of $2.7 million in 2024 ²².

The company's average number of vessels was 4 in 2025, up from 3.6 in 2024 ²³. Total voyage days for the fleet were 1,436 in 2025, compared to 1,327 in 2024 ²⁴. Fleet utilization was 98.4% in 2025, a decrease from 99.5% in 2024 ²⁵. Fleet operational utilization also declined to 82.7% in 2025 from 90.2% in 2024 ²⁶. The adjusted average charter rate decreased to $15,317 in 2025 from $21,233 in 2024 ²⁷. Daily vessel operating expenses slightly increased to $6,289 in 2025 from $6,277 in 2024 ²⁸. Daily general and administrative expenses decreased to $1,662 in 2025 from $2,231 in 2024 ²⁹. Daily management fees remained at $440 for both years ³⁰. Total daily operating expenses were $7,952 in 2025, down from $8,508 in 2024 ³¹. The decrease in voyage revenues in 2025 was primarily due to increased idle days and the drydocking of the Aframax tanker, which also contributed to lower voyage expenses ³². The increase in vessels' operating expenses was attributed to the increase in the average number of vessels ³³. The gain on warrants in 2025 was related to net fair value changes on Class B-1, B-2, C-1, and C-2 Warrants ³⁴.

Significant operational developments during the period include the acquisition of an Aframax tanker in July 2023 for $43 million ³⁵, the acquisition of a third handysize drybulk carrier, the Eco Spitfire, in May 2024 for $16.19 million ³⁶, and agreements in December 2025 and January 2026 to acquire two MR product tankers for $16.88 million and $22.90 million, respectively ³⁷. One of these product tankers was delivered at the beginning of Q2 2026, and the second is scheduled for Q3 2026 ³⁸. The company also completed its separation from Imperial Petroleum Inc. through a Spin-Off on June 21, 2023 ³⁹.

C3is Inc. currently intends to retain its future earnings, if any, to fund the development and growth of its business, with the Board of Directors evaluating the dividend policy consistent with cash flow and liquidity requirements ⁴⁰. The company may consider paying dividends on its Common Shares depending on future business performance and financial condition ⁴¹. Declaration and payment of any future dividend is subject to the discretion of the Board of Directors and the priority of its Series A Convertible Preferred Stock, which earns dividends at a rate of 5.00% per annum per $25.00 of liquidation preference per share ⁴².

The company plans to expand its fleet by investing in high-quality, Japanese or Korean-built drybulk carriers, potentially ranging from Handysize class vessels of 28,000-40,000 dwt to Capesize class vessels of 100,000+ dwt, and potentially tankers of all sizes ⁴³. C3is Inc. may also acquire vessels in other seaborne transportation sectors under favorable market conditions ⁴⁴. Currently, there are no agreements or commitments to acquire additional vessels beyond the two contracted product tankers ⁴⁵. The company intends to leverage the cyclical nature of the market by buying and selling ships when favorable opportunities arise ⁴⁶. The two product tankers acquired in December 2025 and January 2026, with purchase prices of $16.88 million and $22.90 million respectively, are expected to be delivered in Q2 and Q3 2026 ⁴⁷. The full purchase price for each vessel is due on delivery, with an option to pay up to one year after the Memorandum of Agreement date ⁴⁸.

Operationally, C3is Inc. will actively manage the deployment of its fleet, emphasizing time charter trips or spot voyages of short-term duration for its drybulk carriers and mostly spot market employment for its tanker vessels, given current favorable market conditions ⁴⁹. In the long run, the fleet could be employed on a mix of period charters, including time charters up to several years, spot market charters (one to six months), and in pools, based on market assessments ⁵⁰. Upon delivery, the MR product tankers are expected to be initially deployed in the spot market, followed by a mix of spot and short-term time charters ⁵¹. The company's ability to control fixed and variable expenses, including commissions, crew wages, insurance, repairs, maintenance, spares, and tonnage taxes, will affect financial results ⁵². Factors beyond control, such as market premiums for insurance and U.S. dollar value fluctuations against other currencies (e.g., Euro for executive compensation), could increase vessel operating expenses ⁵³.

Planned capital allocation includes funding the aggregate purchase price of $39.78 million for the two contracted product tankers ⁵⁴. This is expected to be financed with cash on hand, cash flow from operations, and proceeds from possible equity offerings ⁵⁵. The company anticipates that future equity offerings and other issuances of Common Shares, preferred stock, or other securities, as well as potentially bank borrowings, will be a significant component of financing for its fleet growth plan ⁵⁶. As of December 31, 2025, the company had no outstanding bank debt but a financial liability of $16.88 million for the contracted product tanker, San Remo ⁵⁷. In January 2026, an additional $22.90 million liability was incurred for the Clean Fury ⁵⁸. The company may incur indebtedness in the future to finance fleet growth and may secure existing unencumbered vessels ⁵⁹. Contractual obligations as of December 31, 2025, include approximately $0.8 million payable within one year for management fees, office lease, and executive compensation ⁶⁰.

Management has explicitly flagged several structural headwinds and execution risks. The cyclical and volatile nature of the drybulk and tanker shipping industries, influenced by global economic and political conditions, trade protectionism, and over-supply of vessels, may lead to significant changes in chartering and vessel utilization, potentially reducing profitability ⁶¹. Geopolitical events, including the conflict in Ukraine, the war between Iran and the U.S. and Israel, and Houthi attacks in the Red Sea and Gulf of Aden, are disrupting trade patterns and creating uncertainty in energy prices and charter rates ⁶². Increased trade protectionism, such as tariffs imposed by the U.S. and other countries, could depress demand for shipping services ⁶³. The small size of the current fleet (three drybulk carriers and one Aframax tanker, with two product tankers on order) makes the company highly dependent on these vessels for revenue, and any limitations in their availability could have a material adverse effect ⁶⁴. The company is exposed to the volatile spot market, and attractive charter rates may not be available upon expiration of current charters ⁶⁵. Technological innovation could reduce charter hire income and vessel values, as the fleet's average age of approximately 15.27 years as of March 31, 2026, is above the industry average, potentially making vessels less attractive to top-tier charterers and increasing operating costs ⁶⁶. Compliance with increasingly stringent environmental regulations, including those related to GHG emissions (EEXI, CII, EU ETS, FuelEU Maritime Regulation), may require significant capital expenditures and increase operational costs, potentially making non-scrubber fitted vessels less competitive ⁶⁷. The company's dependence on Brave Maritime for commercial and technical management, and the fact that management fees are payable regardless of profitability, are also noted risks ⁶⁸.

The company faces material macroeconomic risks from the cyclical and volatile nature of the drybulk and tanker shipping industries, where global economic and political conditions, including increased trade protectionism and tariffs, can significantly impact charter rates and vessel utilization ⁶⁹. Geopolitical conflicts, such as the war between Iran and the U.S. and Israel, the conflict in Ukraine, and Houthi attacks in the Red Sea and Gulf of Aden, disrupt energy production and trade patterns, leading to uncertain impacts on energy prices and tanker and drybulk carrier operations and charter rates ⁷⁰. An over-supply of drybulk or tanker vessel capacity could depress charter rates and vessel values, adversely affecting profitability ⁷¹. The market value of vessels is highly volatile, and declines could lead to losses on sales or impairment charges, potentially causing breaches of loan covenants in future financing agreements ⁷². Operational risks include the small size of the fleet, making the company highly dependent on its few vessels for revenue, and the potential for increased operating costs as vessels age (average age of 15.27 years as of March 31, 2026) ⁷³. Dependence on Brave Maritime for management, with fees payable regardless of profitability, also presents a risk ⁷⁴. Regulatory risks stem from increasingly stringent environmental laws, including IMO's EEXI and CII, EU ETS, and FuelEU Maritime Regulation, which may require significant capital expenditures for compliance and could affect vessel competitiveness ⁷⁵. Non-compliance with U.S. Foreign Corrupt Practices Act and other anti-bribery legislation, or calling on ports in sanctioned countries, could result in fines, criminal penalties, and reputational damage ⁷⁶. The company's Common Shares may be delisted from Nasdaq due to failure to comply with minimum bid price requirements, as evidenced by past reverse stock splits (1-for-100 on April 11, 2024; 1-for-2.5 on December 31, 2024; 1-for-6 on April 3, 2025; 1-for-20 on January 25, 2026) ⁷⁷. Future equity offerings, expected to be a significant component of fleet growth financing, could lead to substantial dilution for existing shareholders ⁷⁸.

Management's message emphasizes a strategy focused on carefully selecting the timing and structure of vessel investments and reliably, safely, and competitively operating the owned vessels through its affiliate, Brave Maritime ⁷⁹. The company plans to expand its fleet by investing in high-quality, Japanese or Korean-built drybulk carriers, potentially ranging from Handysize to Capesize class vessels, and potentially tankers of all sizes, while also considering acquisitions in other seaborne transportation sectors under favorable market conditions ⁸⁰. The company intends to leverage the cyclical nature of the market by buying and selling ships when favorable opportunities exist ⁸¹. The current chartering strategy for drybulk carriers is time charter trips or short-term spot voyages, while tanker vessels will primarily be employed in the spot market due to favorable near-term conditions ⁸². Upon delivery, the two contracted MR product tankers are expected to be initially deployed in the spot market, and thereafter on a mix of spot and short-term time charters ⁸³. Management expects future equity offerings and other issuances of Common Shares, preferred stock, or other securities, as well as possibly bank borrowings, to be a significant component of the financing for its fleet growth plan ⁸⁴. The aggregate cash compensation to officers is expected to be approximately $0.5 million in 2026 ⁸⁵.