SEC Form 6-K filed by Ardmore Shipping Corporation

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16 under

the Securities Exchange Act of 1934

For the three and six months ended June 30, 2025

Commission file number 001-36028

ARDMORE SHIPPING CORPORATION

(Exact name of Registrant as specified in its charter)

Dorchester House,

7 Church Street,

Hamilton,

HM11,

Bermuda

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ⌧           Form 40- F ◻

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INFORMATION CONTAINED IN THIS FORM 6-K REPORT

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Attached to this Report on Form 6-K are (1) Management’s Discussion and Analysis of Financial Condition and Results of Operations and (2) the unaudited interim condensed consolidated financial statements and related notes of Ardmore Shipping Corporation (the “Company”), as of June 30, 2025 and for the three and six months ended June 30, 2025 and 2024.

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This Report is hereby incorporated by reference into the following registration statements of the Company:

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FORWARD-LOOKING STATEMENTS

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Matters discussed in this report may constitute forward-looking statements. The Private Securities Litigation Reform Act of 1995 provides safe harbor protections for forward-looking statements in order to encourage companies to provide prospective information about their business. Forward-looking statements include statements concerning plans, objectives, goals, expectations, projections, strategies, beliefs about future events or performance, and underlying assumptions and other statements, which are other than statements of historical facts. The Company desires to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and is including this cautionary statement in connection with this safe harbor legislation. The words “believe”, “anticipate”, “intend”, “estimate”, “forecast”, “project”, “plan”, “potential”, “should”, “may”, “will”, “expect” and similar expressions are among those that identify forward-looking statements.

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Forward-looking statements in this report include, among others, statements regarding: future operating results; the outcome of the Company’s strategies; fleet expansion and vessel and business acquisitions, and the timing thereof: future drydocking days, drydocking expenses and anticipated installations of scrubbers; sufficiency of liquidity and capital resources; anticipated funds and sources of financing for liquidity needs; the Company’s expectations regarding covenants in financing arrangements; the Company’s expectations regarding foreign exchange risk and credit risks; the Company’s expectations regarding the risk and potential effects of inflation; the potential effects of tariffs and other foreign policy activities on global markets, the shipping industry and the Company’s operations; the potential effect of geopolitical conflicts, including the Russia-Ukraine war, the Israel-Hamas conflict and attacks against merchant vessels in the Red Sea area on the shipping industry and the Company; and the timing and payment of quarterly dividends by the Company. The forward-looking statements in this report are based upon various assumptions, including, among others, the Company’s examination of historical operating trends, data contained in the Company’s records and other data available from third parties. Although the Company believes that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond the Company’s control, the Company cannot assure you that it will achieve or accomplish these expectations, beliefs or projections. The Company cautions readers of this report not to place undue reliance on these forward-looking statements, which speak only as of their dates. The Company undertakes no obligation to update or revise any forward-looking statements. These forward-looking statements are not guarantees of the Company’s future performance, and actual results and future developments may vary materially from those projected in the forward-looking statements.

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In addition to these important factors, other important factors that, in the Company’s view, could cause actual results to differ materially from those discussed in the forward-looking statements include: the strength of world economies and currencies; general market conditions, including fluctuations in spot and charter rates and vessel values; changes in demand for and the supply of tanker vessel capacity; changes in the Company’s operating expenses, including bunker prices, drydocking and insurance costs; changes in the projections of spot and time charter or pool trading of the Company’s vessels; geopolitical conflicts, including future developments relating to the Russia-Ukraine conflict (including related sanctions and import bans) or the Israel-Hamas war; fluctuations in oil prices; the market for the Company’s vessels; competition in the tanker industry; availability and completion of financing and refinancing; the Company’s operating results and capital requirements and the declaration of any future dividends by the Company’s board of directors; charter counterparty performance; any unanticipated delays or complications with scheduled drydockings, anticipated installations of scrubbers or anticipated delivery dates of vessels to be purchased by the Company; ability to comply with covenants in the Company’s financing arrangements; changes in governmental rules and regulations or actions taken by regulatory authorities; the Company’s ability to charter vessels for remaining revenue days during the third quarter of 2025 in the spot market; new or revised accounting pronouncements; general domestic and international political conditions;  potential disruption of shipping routes due to accidents, piracy or other events; vessel breakdowns and instances of off-hire; and other factors. Please see the Company’s filings with the U.S. Securities and Exchange Commission, including the Company’s Form 20-F for the year ended December 31, 2024, for a more complete discussion of these and other risks and uncertainties.

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SIGNATURES

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

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ARDMORE SHIPPING CORPORATION

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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The following Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the unaudited interim condensed consolidated financial statements and accompanying notes contained in this Report on Form 6-K (this “Report”) and with our audited consolidated financial statements contained in “Item 18. Financial Statements” and “Item 5. Operating and Financial Review and Prospects” of our Annual Report on Form 20-F for the year ended December 31, 2024. The unaudited interim condensed consolidated financial statements included in this Report have been prepared in accordance with U.S. generally accepted accounting principles for interim financial statements (“U.S. GAAP”) and are presented in U.S. dollars as of June 30, 2025 and for the three and six months ended June 30, 2025 and 2024. Unless the context otherwise requires, the terms “Ardmore,” the “Company”, “we,” “our” and “us” refer to Ardmore Shipping Corporation (NYSE: ASC) and its consolidated subsidiaries.

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GENERAL

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Ardmore owns and operates a fleet of Medium Range (“MR”) product and chemical tankers ranging from 25,000 to 50,000 deadweight tonnes (“dwt”). We provide through our modern, fuel-efficient fleet of mid-size tankers, seaborne transportation of petroleum products and chemicals worldwide to oil majors, national oil companies, oil and chemical traders, and chemical companies. As of June 30, 2025, we had in operation 26 vessels (including four chartered-in vessels), consisting of 20 MR tankers (16 Eco-Design and four Eco-Mod) ranging in size from 45,000 dwt to 49,999 dwt and six Eco-Design (IMO 2 product / chemical tankers) ranging in size from 25,000 dwt to 37,800 dwt.

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We are strategically focused on modern, fuel-efficient, mid-size product and chemical tankers. We actively pursue opportunities to exploit the overlap we believe exists between the clean petroleum product (“CPP”) and chemical sectors in order to enhance earnings, and also seek to engage in more complex CPP trades, such as multi-grade and multi-port loading and discharging operations, where our knowledge of chemical operations is beneficial to our CPP customers.

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Our fuel-efficient operations are designed to enhance our operating performance and provide value-added service to our customers. We believe we are at the forefront of fuel efficiency and emissions reduction trends and are well positioned to capitalize on these developments with our fleet of Eco-design and Eco-mod vessels. Our acquisition strategy includes continuing to build our fleet with Eco-design newbuildings or Eco-design second-hand vessels and with modern second-hand vessels that can be upgraded to Eco-mod.

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We believe that the global energy transition will have a profound impact on the shipping industry, including the product and chemical tanker segments. While this transition will unfold over years, the impact is already being felt through anticipated Energy Efficiency Existing Ship Index and Carbon Intensity Indicator regulations and constraints on newbuilding ordering activity. We view energy transition as less of a compliance challenge and more of an opportunity, which we have set out in our Energy Transition Plan (“ETP”), which is posted to our website. The information in our ETP is not incorporated by reference into this Report.

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We are an integrated shipping company. All of our 22 owned vessels are technically managed by Anglo Ardmore Ship Management Limited, a joint venture entity that is 50% owned by us. We have a resolute focus on both high-quality service and efficient operations, and we believe that our expenses are very competitive with those of our peers.

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We are commercially independent, as we have no blanket employment arrangements with third-party or related-party commercial managers. Through our in-house chartering and commercial team, we market our services directly to a broad range of customers, including oil majors, national oil companies, oil and chemical traders and chemical companies. We monitor the tanker markets to understand how to best utilize our vessels and may change our chartering strategy to take advantage of changing market conditions.

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As of June 30, 2025, our fleet consisted of the following 22 owned vessels, excluding four chartered-in vessels.

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SIGNIFICANT DEVELOPMENTS

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Fleet

We have agreed to acquire three modern, high-quality, Korean-built MR tankers in two separate transactions, for an aggregate purchase price of $103.9 million; one 2020-built scrubber-installed vessel for $38.3 million and two 2017-built vessels for $32.8 million each. Deliveries of these vessels are expected to be completed during the quarter ending September 30, 2025, and will be financed by cash on hand and revolving credit facilities, maintaining a modest leverage level while lowering average fleet age.

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Financing

In July 2025, we closed a $350 million revolving credit facility on favorable terms, secured by 20 of our owned vessels. The facility is priced at SOFR plus a margin of 1.80% and matures in 2031. The revolving credit facility comprises Nordea Bank, Skandinaviska Enskilda Banken AB (publ), ABN AMRO Bank, and Danske Bank A/S.

Capital Allocation Policy, Including Dividends

Consistent with our variable dividend policy of paying out dividends on our shares of common stock equal to one-third of Adjusted earnings, as calculated for dividends, our Board of Directors declared a cash dividend on July 30, 2025, of $0.07 per common share for the quarter ended June 30, 2025. The dividend will be paid on September 12, 2025, to all shareholders of record on August 29, 2025.

Geopolitical Conflicts

The ongoing Russia-Ukraine conflict has disrupted energy supply chains, caused instability and significant volatility in the global economy and resulted in economic sanctions by several nations. This conflict has contributed to increases in spot tanker rates.

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Geopolitical tensions have increased since commencement of the Israel-Hamas conflict in October 2023. Since mid-December 2023, Houthi rebels in Yemen have carried out numerous attacks on vessels in the Red Sea area. As a result of these attacks, many shipping companies have routed their vessels away from the Red Sea, which has affected trading patterns, rates and expenses. Although these vessel attacks generally decreased in the first half of 2025, they have recently increased, and the situation remains volatile. Military and other intervention intended to reduce or stop the attacks, including airstrikes targeting Houthi rebels has not resolved hostilities in the region. Further escalation or expansion of hostilities in the Middle East or elsewhere could continue to affect the price of crude oil and the oil industry, the tanker industry and demand for our services.

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Geopolitical and Economic Uncertainty

In recent months, governments have taken actions to implement new or increased tariffs on foreign imports. These activities have resulted in tariffs being levied on various goods and commodities, which may trigger an escalation of trade wars. These actions have been disruptive to global markets, resulting in significant volatility in stock and commodity prices and an increase in general global economic uncertainty, including the risk of economic recessions. As a result of this rapidly changing and unpredictable geopolitical climate, the shipping industry is experiencing uncertainty as to future vessel demand, trade routes, rates and operating costs.

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Please see “Item 3. Key Information--Risk Factors” in our Annual Report on Form 20-F for information about risks to us and our business relating to political instability, terrorist or other attacks, war or international hostilities.

RESULTS OF OPERATIONS

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Factors You Should Consider When Evaluating Our Results

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There are a number of factors that should be considered when evaluating our historical financial performance and assessing our future prospects. We use a variety of financial and operational terms and concepts when analyzing our results of operations. Please read “Item 5. Operating and Financial Review and Prospects” in our Annual Report on Form 20-F for the year ended December 31, 2024 for additional information.

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In accordance with U.S. GAAP, we report gross revenues in our condensed statements of operations and report voyage expenses separately. Ship-owners base economic decisions regarding the deployment of their vessels upon actual and anticipated time charter equivalent, or TCE rates (which represent net revenues divided by revenue days) and industry analysts typically measure rates in terms of TCE rates. This is because under time charters the customer typically pays the voyage expenses, while under voyage charters, also known as spot market charters, the shipowner usually pays the voyage expenses. Accordingly, the discussion of revenue below focuses on TCE rates where applicable, as TCE provides meaningful information in conjunction with shipping revenues, the most directly comparable GAAP measure, because it allows Ardmore to evaluate its revenue on a consistent basis, regardless of whether Ardmore chooses to employ its vessels on voyage charters or time charters. Our calculation of TCE may not be comparable to that reported by other companies. Net revenues, a non-GAAP financial measure, represents revenues less voyage expenses. Voyage expenses are all expenses related to a particular voyage, which include, among other things, bunkers and port/canal costs. Net revenue utilized to calculate TCE is determined on a discharge-to-discharge basis, which is different from how we record revenue under U.S. GAAP. Under discharge to discharge, revenue is recognized beginning from the discharge of cargo from the prior voyage to the anticipated discharge of cargo in the current voyage, and voyage expenses are recognized as incurred.

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Statements of Operations for the Three Months Ended June 30, 2025 and June 30, 2024

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The following table presents our operating results for the three months ended June 30, 2025 and June 30, 2024.

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Revenue. Revenue for the three months ended June 30, 2025, was $72.0 million, a decrease of $49.3 million from $121.3 million for the three months ended June 30, 2024. Our average number of operating vessels was 26.0 for the three months ended June 30, 2025, consistent with 26.0 for the three months ended June 30, 2024.  

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We had 1,975 spot revenue days for the three months ended June 30, 2025, as compared to 2,093 for the three months ended June 30, 2024. We had 23 vessels employed directly in the spot market as of June 30, 2025, as compared to 24 vessels as of June 30, 2024. Decreases in spot rates during the three months ended June 30, 2025 resulted in a decrease in revenue of $40.0 million, while the decrease in spot revenue days resulted in a decrease in revenue of $6.7 million for the three months ended June 30, 2025, as compared to the three months ended June 30, 2024.

We had three product tankers employed under time charter as of June 30, 2025, compared to two as of June 30, 2024. We had 218 revenue days derived from time charters for the three months ended June 30, 2025, as compared to 186 revenue days for the three months ended June 30, 2024. The increase in revenue days for time-chartered vessels was offset by a decrease in time-charter rates, which resulted in a decrease in revenue of $2.6 million for the three months ended June 30, 2025.

Voyage Expenses. Voyage expenses were $25.2 million for the three months ended June 30, 2025, a decrease of $9.5 million from $34.7 million for the three months ended June 30, 2024. The decrease is primarily due to a $6.6 million reduction in bunker costs and a $2.9 million decrease in port, agency, and broker commission costs.

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TCE Rate. The average TCE rate for our fleet was $22,468 per day for the three months ended June 30, 2025, a decrease of $15,294 per day from $37,762 per day for the three months ended June 30, 2024. TCE rates represent net revenues (a non-GAAP measure representing revenue less voyage expenses) divided by revenue days. Net revenue utilized to calculate TCE is determined on a discharge-to-discharge basis, which is different from how we record revenue under U.S. GAAP.

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Vessel Operating Expenses. Vessel operating expenses were $15.4 million for the three months ended June 30, 2025, a decrease of $0.8 million from $16.2 million for the three months ended June 30, 2024. The decrease reflects the timing of vessel operating expenses between quarters. Vessel operating expenses, by their nature, can be prone to fluctuations between periods.

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Charter Hire Costs. Total charter hire expenses were $5.7 million for the three months ended June 30, 2025, generally consistent with $5.6 million for the three months ended June 30, 2024. Total charter hire expenses in the second quarter of 2025 were comprised of an operating expense component of $3.0 million and a vessel lease expense component of $2.7 million (June 30, 2024: $2.9 million and $2.7 million, respectively).

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Depreciation. Depreciation expense for the three months ended June 30, 2025 was $7.9 million, an increase of $0.3 million from $7.6 million for the three months ended June 30, 2024. This increase is primarily attributable to the installation of energy saving devices and other upgrades on several vessels during their most recent drydocking cycles in the second quarter of 2025.

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Amortization of Deferred Drydock Expenditures. Amortization of deferred drydock expenditures for the three months ended June 30, 2025 was $1.3 million, an increase of $0.4 million from $0.9 million for the three months ended June 30, 2024. The deferred costs of drydockings for a given vessel are amortized on a straight-line basis to the next scheduled drydocking of the vessel.

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General and Administrative Expenses: Corporate. Corporate-related general and administrative expenses for the three months ended June 30, 2025 were $4.8 million, a decrease of $0.5 million from $5.3 million for the three months ended June 30, 2024. The decrease in costs reflects savings versus the prior period one-time expenses related to the Company’s leadership transition.

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General and Administrative Expenses: Commercial and Chartering. Commercial and chartering expenses are the expenses attributable to our chartering and commercial operations departments in connection with our spot trading activities. Commercial and chartering expenses for the three months ended June 30, 2025 were $1.3 million, an increase of $0.3 million from $1.0 million for the three months ended June 30, 2024. The cost increase for the three months ended June 30, 2025 was primarily due to one-time related costs.

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Gain on Vessel Sold. We did not sell any vessels during the three months ended June 30, 2025. During the three months ended June 30, 2024, we recorded a gain of $12.3 million relating to the sale of the Ardmore Seafarer in April 2024.

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Interest Expense and Finance Costs. Interest expense and finance costs for the three months ended June 30, 2025 were $1.0 million, a decrease of $1.0 million from $2.0 million for the three months ended June 30, 2024. The decrease in costs was due to the reduction of our average outstanding debt balance as a result of the conversion of our term loan into a fully revolving facility in March 2024 as well as the repayment of our last remaining finance lease facility in June 2024.

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The current flexibility of our revolving facilities, with only $25.0 million drawn down as of June 30, 2025, has minimized the impact on the Company of the interest rate environment. Amortization of deferred finance fees for the three months ended June 30, 2025 was $0.3 million, consistent with $0.3 million for the three months ended June 30, 2024.

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Gain on Extinguishment of Finance Leases. We recorded no gain or loss on extinguishment of finance leases during the three months ended June 30, 2025. Gain on extinguishment of finance leases for the three months ended June 30, 2024 was $1.4 million and related to the early prepayment of the finance lease related to the exercises by us of the vessel purchase options for the Ardmore Seawolf and Ardmore Seahawk in June 2024.

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Statements of Operations for the Six Months Ended June 30, 2025 and 2024

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The following table presents our operating results for the six months ended June 30, 2025 and 2024

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Revenue. Revenue for the six months ended June 30, 2025, was $146.0 million, a decrease of $81.6 million from $227.6 million for the six months ended June 30, 2024. Our average number of operating vessels was 26.0 for the six months ended June 30, 2025, consistent with 26.0 for the six months ended June 30, 2024.  

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We had 3,970 spot revenue days for the six months ended June 30, 2025, as compared to 4,307 for the six months ended June 30, 2024. We had 23 vessels employed directly in the spot market as of June 30, 2025, as compared with 24 vessels as of June 30, 2024. Decreases in spot rates during the six months ended June 30, 2025 resulted in a decrease in revenue of $63.3 million and the decrease in spot revenue days resulted in a decrease in revenue of $17.2 million for the six months ended June 30, 2025, as compared to the six months ended June 30, 2024.

We had three product tankers employed under time charters as of June 30, 2025 compared to two as of June 30, 2024. We had 308 revenue days derived from time charters for the six months ended June 30, 2025, as compared to 215 for the six months ended June 30, 2024. The increase in revenue days for time-chartered vessels was offset by a decrease in time-charter rates, which resulted in a net decrease in revenue of $1.1 million for the six months ended June 30, 2025.

Voyage Expenses. Voyage expenses were $56.2 million for the six months ended June 30, 2025, a decrease of $9.1 million from $65.3 million for the six months ended June 30, 2024. The decrease included a $9.4 million reduction in bunker costs, partially offset by a $0.3 million increase in port and agency costs.

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TCE Rate. The average TCE rate for our fleet was $21,521 per day for the six months ended June 30, 2025, a decrease of $14,774 per day from $36,295 per day for the six months ended June 30, 2024. TCE rates represent net revenues (or revenue less voyage expenses) divided by revenue days. Net revenue utilized to calculate TCE is determined on a discharge-to-discharge basis, which is different from how we record revenue under U.S. GAAP.

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Vessel Operating Expenses. Vessel operating expenses were $30.6 million for the six months ended June 30, 2025, a decrease of $0.5 million from $31.1 million for the six months ended June 30, 2024. The decrease reflects the timing of vessel operating expenses between quarters. Vessel operating expenses, by their nature, are prone to fluctuations between periods.

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Charter Hire Costs. Total charter hire expenses were $11.6 million for the six months ended June 30, 2025, an increase of $0.6 million from $11.0 million for the six months ended June 30, 2024. This increase is as a result of higher charter hire rates during the six months ended June 30, 2025 compared to the six months ended June 30, 2024. Total charter hire expenses for the six months ended June 30, 2025 were comprised of an operating expense component of $6.0 million and a vessel lease expense component of $5.6 million (June 30, 2024: $5.7 million and $5.3 million, respectively).

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Depreciation. Depreciation expense for the six months ended June 30, 2025 was $15.6 million, an increase of $1.0 million from $14.6 million for the six months ended June 30, 2024. This increase is primarily attributable to the installation of energy saving devices and other upgrades on several vessels during their most recent drydocking cycles in 2025.

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Amortization of Deferred Drydock Expenditures. Amortization of deferred drydock expenditures for the six months ended June 30, 2025 was $2.2 million, an increase of $0.5 million from $1.7 million for the six months ended June 30, 2024. The deferred costs of drydockings for a given vessel are amortized on a straight-line basis to the next scheduled drydocking of the vessel.

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General and Administrative Expenses: Corporate. Corporate-related general and administrative expenses for the six months ended June 30, 2025 were $9.8 million, a decrease of $0.6 million from $10.4 million for the six months ended June 30, 2024. The decrease in costs reflects savings versus the prior period one-time expenses related to the Company’s leadership transition.

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General and Administrative Expenses: Commercial and Chartering. Commercial and chartering expenses are the expenses attributable to our chartering and commercial operations departments in connection with our spot trading activities. Commercial and chartering expenses for the six months ended June 30, 2025 were $2.5 million, an increase of $0.4 million from $2.1 million for the six months ended June 30, 2024. The cost increase for the six months ended June 30, 2025 was primarily due to one-time related costs.

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Gain on Vessel Sold. We did not sell any vessels during the six months ended June 30, 2025. During the six months ended June 30, 2024, we recorded a gain of $12.3 million relating to the sale of the Ardmore Seafarer in April 2024.

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Interest Expense and Finance Costs. Interest expense and finance costs for the six months ended June 30, 2025 were $2.0 million, a decrease of $2.6 million from $4.6 million for the six months ended June 30, 2024. The decrease in costs was due to the reduction of our average outstanding debt balance as a result of the conversion of our term loan into a fully revolving facility in March 2024 as well as the repayment of our last remaining finance lease facility in June 2024. The current flexibility of our revolving facilities, with only $25.0 million drawn down as of June 30, 2025, has minimized the impact of the interest rate environment. Amortization of deferred finance fees for the six months ended June 30, 2025 was $0.5 million, consistent with $0.6 million for the six months ended June 30, 2024.

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Gain on Extinguishment of Finance Leases. We recorded no gain or loss on extinguishment of finance leases during the six months ended June 30, 2025. Gain on extinguishment of finance leases for the six months ended June 30, 2024 was $1.4 million and related to the prepayment of finance leases in connection with our exercises of the vessel purchase options for the Ardmore Seawolf and Ardmore Seahawk in June 2024.

LIQUIDITY AND CAPITAL RESOURCES

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Our primary sources of liquidity are cash and cash equivalents, cash flows provided by our operations, our undrawn credit facilities and capital raised through financing transactions. As of June 30, 2025, we had $243.3 million in liquidity available, with cash and cash equivalents of $49.5 million (December 31, 2024: $47.0 million) and amounts available and undrawn under our revolving credit facilities of $193.8 million (December 31, 2024: $196.4 million).

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We believe that our working capital, together with expected cash flows from operations, will be sufficient for our present requirements.

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Our short-term liquidity requirements include the payment of operating expenses (including voyage expenses and bunkers from spot chartering our vessels), drydocking expenditures, debt servicing costs, operating lease payments, quarterly preferred and common stock cash dividends, as well as funding our other working capital requirements. In addition, our short-term capital needs include payments for the three Korean-built MR tankers we have agreed to purchase, which are expected to be delivered during the third quarter of 2025. 

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Our short-term and spot charters contribute to the volatility of our net operating cash flows, and thus our ability to generate sufficient cash flows to meet our short-term liquidity needs. Historically, the tanker industry has been cyclical, experiencing volatility in profitability and asset values resulting from changes in the supply of, and demand for, vessel capacity. In addition, tanker spot markets historically have exhibited seasonal variations in charter rates. Tanker spot markets are typically stronger in the winter months as a result of increased oil consumption in the northern hemisphere and unpredictable weather patterns that tend to disrupt vessel scheduling.

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Time charters provide contracted revenue that may reduce the volatility (as rates can fluctuate within months) and seasonality from revenue generated by vessels that operate in the spot market. Spot charters preserve flexibility to take advantage of increasing rate environments, but also expose the ship-owner to decreasing rate environments. Variability in our net operating cash flow also reflects changes in interest rates, fluctuations in working capital balances, the timing and the amount of drydocking expenditures, repairs and maintenance activities and the average number of vessels in service. The number of vessel dry dockings tends to vary each period depending on the vessel's maintenance schedule and required maintenance.

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Generally, we expect that our long-term sources of funds will be cash balances, long-term bank borrowings, and other debt or equity financings. We expect that we will rely upon internal and external financing sources, including, cash balances, bank borrowings, finance leases, and the issuance of debt and equity securities, to fund vessel acquisitions or newbuildings and capital expenditures.

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Our credit facilities are described in Notes 3 (“Debt”) to our unaudited interim condensed consolidated financial statements included in this report. Our financing facilities contain covenants and other restrictions we believe are typical of debt financing collateralized by vessels, including those that restrict the relevant subsidiaries from incurring or guaranteeing additional indebtedness, granting certain liens, and selling, transferring, assigning or conveying assets. Our financing facilities do not impose a restriction on dividends, distributions, or returns of capital unless a default is continuing or will result from such payment. The majority of our financing facilities require us to maintain various financial covenants. Should we not meet these financial covenants or other covenants, the lenders may declare our obligations under the applicable agreements immediately due and payable, and terminate any further loan commitments, which would significantly affect our short-term liquidity requirements. As of June 30, 2025, we were in compliance with all covenants relating to our financing facilities.

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Our debt facilities require us to make interest payments based on the Secured Overnight Financing Rate (“SOFR”). Continuing high or increasing interest rates could adversely affect results of operations and our ability to service our debt; however, as part of our strategy to minimize financial risk, at times we use interest rate swaps to reduce our exposure to market risk from changes in interest rates. We currently do not have any interest rate swaps in place.

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The shares of our Series A Preferred Stock (described in Note 6) accrue cumulative dividends, and so long as any share of the Series A Preferred Stock remains outstanding, no cash dividend may be declared or paid on our shares of common stock unless, among other things, all accrued and unpaid dividends have been paid on the Series A Preferred Stock.  

CASH FLOW DATA

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Cash Flow Data for the Six Months Ended June 30, 2025 and June 30, 2024

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Cash provided by operating activities

For the six months ended June 30, 2025, net cash provided by operating activities was $37.5 million compared to net cash provided by operating activities of $97.6 million for the six months ended June 30, 2024. The change in net cash provided by operating activities was primarily due to lower net income of $15.9 million for the six months ended June 30, 2025 compared with $101.9 million for the six months ended June 30, 2024, along with a decrease in receivables of $8.0 million during the three and six months ended June 30, 2025, compared to an increase in receivables of $18.9 million and a gain on sale of the Ardmore Seafarer of $12.3 million during the three months ended June 30, 2024.

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Cash (used in) investing activities

For the six months ended June 30, 2025, net cash used in investing activities was $14.7 million. Payments for the acquisition of vessels and vessel equipment were $14.6 million, and payments for other non-current assets were $0.1 million. For the six months ended June 30, 2024, net cash used in investing activities was $28.6 million. Payments for the acquisition of vessels and vessel equipment of $56.8 million, and payments for other non-current assets of $0.3 million were partially offset by net proceeds from the sale of the Ardmore Seafarer of $26.8 million and payments received for equity investments of $1.7 million.

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Cash (used in) financing activities

For the six months ended June 30, 2025, net cash used in financing activities was $20.3 million. Repayments under revolving credit facilities totaled $63.8 million and proceeds from revolving credit facilities were $50.0 million. Payment of cash dividends on our shares of common stock was $5.3 million. Dividend payments on shares of our Series A Redeemable Preferred Stock were $1.3 million. For the six months ended June 30, 2024, net cash used in financing activities was $68.4 million. Repayments of finance leases were $42.3 million, revolver repayments totaled $30.0 million and repayments of long-term debt were $1.7 million . Proceeds from revolving credit facilities were $29.1 million. Payments of cash dividends on our shares of common stock were $21.6 million, dividend payments on shares of our Series A Redeemable Preferred Stock were $1.7 million and payments for deferred finance fees were $0.2 million.

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CAPITAL EXPENDITURES

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Drydock

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The drydocking schedule for our vessels as of June 30, 2025 is as follows:

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We aim to continue staggering drydockings across the fleet. As our fleet matures, our drydocking expenses are likely to increase. Ongoing costs for compliance with environmental regulations and society classification surveys (including ballast water treatment systems) are a component of our vessel operating expenses.

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(1)    Six-month period ending December 31, 2025

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Scrubber System Installation

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The installation schedule for scrubber systems on our vessels as of June 30, 2025 is as follows:

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Scrubber system installations are timed to coincide with the drydocking schedule.

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As of June 30, 2025, we had scrubber systems on 11 of our owned vessels, with an additional two installations scheduled during the six-month period ending December 31, 2025. No additional scrubber installations are contemplated after 2025.

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CRITICAL ACCOUNTING ESTIMATES

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We prepare our financial statements in accordance with U.S. GAAP, which require us to make estimates in the application of our accounting policies based on our best assumptions, judgments and opinions. On a regular basis, management reviews the accounting policies, assumptions, estimates and judgments to ensure that our consolidated financial statements are presented fairly and in accordance with U.S. GAAP. However, because future events and their effects cannot be determined with certainty, actual results could differ materially from our assumptions and estimates. Accounting estimates and assumptions that we consider to be the most critical to an understanding of our financial statements because they inherently involve significant judgments and uncertainties are discussed in “Item 5. Operating and Financial Review and Prospects” in our Annual Report on Form 20-F for the year ended December 31, 2024. There have been no significant changes to these estimates and assumptions during the six months ended June 30, 2025.

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DISCLOSURES ABOUT MARKET RISK

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In addition to the risks set forth below, you should carefully consider the risk factors discussed in “Item 3. Key Information – D. Risk Factors” in our Annual Report on Form 20-F for the year ended December 31, 2024, regarding risks which could materially affect our business, financial condition and results of operations.

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Operational Risk

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We are exposed to operating costs arising from various vessel operations. Key areas of operating risk include drydocking, repair costs, insurance, piracy and fuel prices. Our risk management includes various strategies for technical management of drydocking and repairs coordinated with a focus on measuring cost and quality. Our modern fleet helps to minimize the risk. Given the potential for accidents and other incidents that may occur in vessel operations, the fleet is insured against various types of risk. We have established a set of countermeasures in order to minimize the risk of piracy attacks during voyages, particularly through regions which the Joint War Committee or our insurers consider high risk, or which they recommend monitoring, to make the navigation safer for sea staff and to protect our assets We also periodically consider and monitor the need for fuel hedging to manage the risk associated with the unpredictable and fluctuating nature of the price and supply of fuel.

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Foreign Exchange Risk

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The majority of our transactions, assets and liabilities are denominated in U.S. Dollars, our functional currency. We incur certain general and operating expenses in other currencies (primarily the Euro, Singapore Dollar, and British Pound Sterling) and, as a result, there is a transactional risk to us that currency fluctuations will have a negative effect on the value of our cash flows. Such risk may have an adverse effect on our financial condition and results of operations. We believe these adverse effects to be immaterial and we have not entered into any derivative contracts to manage foreign exchange risk during the six months ended June 30, 2025.

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Interest Rate Risk

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We are exposed to the impact of interest rate changes, primarily through borrowings that require us to make interest payments based on the SOFR. Significant increases in interest rates could adversely affect our results of operations and our ability to repay debt. We regularly monitor interest rate exposure and may enter into swap arrangements to hedge exposure when we considered it economically advantageous to do so.

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Liquidity Risk

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Our principal objective in relation to liquidity is to ensure that we have access at minimum cost to sufficient liquidity to enable us to meet our obligations as they come due and to provide adequately for contingencies. Our policy is to manage our liquidity by forecasting of cash flows arising from and expense relating to spot voyage revenue, time charter revenue, pool revenue, vessel operating expenses, general and administrative overhead and servicing of debt.

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Credit Risk

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There is a concentration of credit risk with respect to our cash and cash equivalents to the extent that substantially all of the amounts are held in ABN AMRO and Nordea, and in short-term funds (with a credit risk rating of at least AA) managed by BlackRock, State Street Global Advisors and JPMorgan Asset Management. While we believe this risk of loss is low, we intend to review and revise our policy for managing cash and cash equivalents if considered prudent to do so.

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We limit our credit risk with trade accounts receivable by performing ongoing credit evaluations of our customers’ financial condition. We generally do not require collateral for our trade accounts receivable.

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We may be exposed to a credit risk in relation to vessel employment and at times may have multiple vessels employed by one charterer. We consider and evaluate concentration of credit risk regularly and perform on-going evaluations of these charterers for credit risk, including credit concentration risk. As of June 30, 2025, our 26 vessels in operation (including four chartered-in vessels) were employed with 16 different charterers.

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Inflation

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Since 2022, inflation has been a significant factor in the global economy, and inflationary pressures have resulted in increased operating, voyage (including bunkers) and general and administrative costs. Inflationary pressures could adversely affect our operating results to the extent our spot charter rates do not adequately cover the cost of any increases in bunker costs.

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Although inflation has been moderating, inflationary pressures may continue or increase as a result of global macroeconomic conditions, which may be impacted by geopolitical factors beyond our control. For example, the recent imposition of new or increased tariffs on foreign imports, some of which activities have resulted in retaliatory tariffs being levied on goods and commodities, may trigger an escalation of trade wars and could cause inflation to increase. Please see “Significant Developments - Geopolitical and Economic Uncertainty” in this Report for information about risks to us and our business relating to tariffs.

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Geopolitical Factors

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Please see “Significant Developments - Geopolitical Conflict” in this Report for information about risks to us and our business relating to the ongoing conflict in Ukraine and the Israel-Hamas conflict.

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Ardmore Shipping Corporation

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INDEX TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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Ardmore Shipping Corporation

Unaudited Interim Condensed Consolidated Balance Sheets

As of June 30, 2025 and December 31, 2024

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The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

Ardmore Shipping Corporation

Unaudited Interim Condensed Consolidated Statements of Operations

For three and six months ended June 30, 2025 and June 30, 2024

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The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

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Ardmore Shipping Corporation

Unaudited Interim Condensed Consolidated Statements of Comprehensive Income

For the three and six months ended June 30, 2025 and June 30, 2024

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The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

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Ardmore Shipping Corporation

Unaudited Interim Condensed Consolidated Statements of Changes in Redeemable Preferred Stock and Stockholders’ Equity

For the three and six months ended June 30, 2025 and 2024

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