Dorian LPG Ltd.

    LPG ·NYSE ·Deep Sea Foreign Transportation of Freight ·Inc. in 1T
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    PART I

    ITEM 1.  BUSINESS

    Unless otherwise indicated, references to "Dorian," the "Company," "we," "our," "us," or similar terms refer to Dorian LPG Ltd. and its subsidiaries. We use the term "VLGC" to refer to very large gas carriers and “VLGC/AC” to refer to very large gas carriers that are purpose built to transport ammonia in addition to LPG. We use the term "LPG" to refer to liquefied petroleum gas and we use the term "cbm" to refer to cubic meters in describing the carrying capacity of our vessels. Unless otherwise indicated, all references to "U.S. dollars," "USD," and "$" in this report are to the lawful currency of the United States of America.

    Overview

    Dorian was incorporated on July 1, 2013 under the laws of the Republic of the Marshall Islands, is headquartered in the United States and is engaged in the transportation of LPG. Specifically, Dorian and its subsidiaries are focused on owning and operating VLGCs in the LPG shipping industry. Our founding executives have managed vessels in the LPG shipping market since 2002. Our fleet currently consists of twenty-five VLGCs, including one dual-fuel 84,000 cbm ECO-design VLGC, or our Dual-fuel ECO VLGC; nineteen fuel-efficient 84,000 cbm ECO-design VLGCs, or our ECO VLGCs; one 82,000 cbm modern VLGC; three time chartered-in dual fuel Panamax size VLGCs; and one time chartered-in ECO Panamax VLGC. The twenty-five VLGCs in our fleet, including the four time chartered-in vessels, as of May 23, 2025, have an aggregate carrying capacity of approximately 2.1 million cbm and an average age of 8.9 years. On November 24, 2023, we entered into an agreement for a newbuilding Very Large Gas Carrier / Ammonia Carrier (“VLGC/AC”), with a cargo carrying capacity of 93,000 cbm that can transport LPG or ammonia and is expected to be delivered from Hanwha Ocean Co. Ltd. in the second calendar quarter of 2026. We provide in-house commercial services for all of our vessels, including our vessels deployed in the Helios Pool (defined below), which may also receive commercial management services from MOL Energia (defined below). Excluding our time chartered-in vessels, we provide in-house technical management services for all of our vessels, including our vessels deployed in the Helios Pool.

    Currently, sixteen of our ECO VLGCs, including one of our time chartered-in ECO VLGCs, are fitted with scrubbers to reduce sulfur emissions. Vessels fitted with scrubbers allow us to reduce our emissions and to burn less refined fuel, which is frequently cheaper than more refined, lower sulfur grades. When the cost of more refined fuel exceeds that of less refined fuel, we are typically able to earn a higher TCE for spot voyages and to potentially contract time charters at higher rates compared to vessels without scrubbers. Additionally, one of the chartered-in dual-fuel Panamax size VLGCs is equipped with a shaft generator, which generates additional electricity that can be used to reduce fuel consumption and carbon emissions.

    On April 1, 2015, we and MOL Energia Pte. Ltd. (“MOL Energia”), formerly known as Phoenix Tankers Pte. Ltd., a wholly-owned subsidiary of Mitsui OSK Lines Ltd., an unaffiliated third party, began operation of Helios LPG Pool LLC, (the “Helios Pool”), a joint venture owned 50% by us and 50% by MOL Energia. We believe that the operation of certain of our VLGCs in this pool allows us to achieve better market coverage. Vessels entered into the Helios Pool are commercially managed jointly by Dorian LPG (DK) ApS, our wholly-owned subsidiary, and MOL Energia. The members of the Helios Pool share in the net pool revenues generated by the entire group of vessels participating in the pool, weighted according to certain technical vessel characteristics, and net pool revenues are distributed as variable rate time charter hire to each participant. The vessels entered into the Helios Pool may operate either in the spot market, pursuant to contracts of affreightment, or COAs, or on time charters of two years' duration or less. We and MOL Energia have agreed that the Helios Pool will have a right of first refusal to undertake any time charter with an original duration greater than two years. As of May 23, 2025, the Helios Pool operated twenty-eight VLGCs, including twenty-five vessels from our fleet and three MOL Energia vessels.

    1

    Our Fleet

    The following table sets forth certain information regarding our fleet as of May 23, 2025:

    Scrubber

    Time

    Capacity

    ECO

    Equipped

    Charter-Out

     

    (Cbm)

    Shipyard

    Year Built

    Vessel(1)

    or Dual-Fuel

    Employment

    Expiration(2)

     

    Dorian VLGCs

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    Financial statements

    data from SEC XBRL filings. Values are as-reported; restatements supersede originals. Values reported in .

    From 10-Q filed 2026-02-05 (period ending 2025-12-31).

    ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

    The following discussion contains forward-looking statements that involve risks and uncertainties. As a result of many factors, such as those set forth under “Item 1A. Risk Factors” herein and in our Annual Report on Form 10-K for the year ended March 31, 2025, our actual results may differ materially from those anticipated in these forward-looking statements. Please also see the section entitled “Forward-Looking Statements” included in this quarterly report.

    Overview

    We are a Marshall Islands corporation headquartered in the United States and primarily focused on owning and operating VLGCs, each with a cargo-carrying capacity of greater than 80,000 cbm, in the LPG shipping industry. Our founding executives have managed vessels in the LPG shipping market since 2002. Our fleet currently consists of twenty-seven VLGC carriers, including one dual-fuel 84,000 cbm ECO-design VLGC, or our Dual-fuel ECO VLGC; nineteen fuel-efficient 84,000 cbm ECO-design VLGCs, or our ECO VLGCs; one 82,000 cbm modern VLGC; six time chartered-in VLGCs; four of which are Panamax size dual-fuel VLGCs; one time chartered-in ECO VLGC; and one chartered-in modern VLGC. The twenty-seven VLGCs in our fleet, including the six time chartered-in vessels, as of January 31, 2026, have an aggregate carrying capacity of approximately 2.3 million cbm and an average age of 10.0 years. On November 24, 2023, we entered into an agreement for a newbuilding VLGC/AC with a cargo carrying capacity of 93,000 cbm that can transport LPG or ammonia and is expected to be delivered from Hanwha Ocean Co. Ltd. in the first calendar quarter of 2026.

    Currently, sixteen of our ECO VLGCs, including one of our time chartered-in ECO-VLGCs, are fitted with exhaust gas cleaning systems (commonly referred to as “scrubbers”) to reduce sulfur emissions. We have a contractual commitment to fabricate a scrubber for our newbuilding VLGC/AC, with installation expected to be completed during the first calendar quarter of 2026. Vessels fitted with scrubbers allow us to reduce our emissions and to burn less refined fuel, which is frequently cheaper than more refined, lower sulfur grades. When the cost of more refined fuel exceeds that of less refined fuel, we are typically able to earn a higher TCE for spot voyages and to potentially contract time charters at higher rates compared to vessels without scrubbers. Additionally, one of the chartered-in dual-fuel Panamax size VLGCs is equipped with a shaft generator, which generates additional electricity that can be used to reduce fuel consumption and carbon emissions.

    On April 1, 2015, Dorian and MOL Energia began operations of the Helios Pool, which entered into pool participation agreements for the purpose of establishing and operating, as charterer, under a variable rate time charter to be entered into with owners or disponent owners of VLGCs, a commercial pool of VLGCs whereby revenues and expenses are shared. The vessels entered into the Helios Pool may operate either in the spot market, pursuant to contracts of affreightment, or COAs, or on time charters of two years' duration or less. As of January 31, 2026, all twenty-seven of our VLGCs were employed in the Helios Pool, including our six time chartered-in vessels.

    Our customers, either directly or through the Helios Pool, include or have included global energy companies such as Exxon Mobil Corp., Chevron Corp., China International United Petroleum & Chemicals Co., Ltd., Royal Dutch Shell plc, Equinor ASA, Total S.A., and Sunoco LP, commodity traders such as Glencore plc, Itochu Corporation, Bayegan Group, Gunvor Group, and the Vitol Group and importers such as E1 Corp., Indian Oil Corporation, SK Gas Co. Ltd., and Astomos Energy Corporation, or subsidiaries of the foregoing.

    We continue to pursue a balanced chartering strategy by employing our vessels on a mix of multi-year time charters, some of which may include a profit-sharing component, shorter-term time charters, spot market voyages and COAs. See “Our Fleet” below for more information and the definition of Pool-TCO.

    19

    Recent Developments

    Dividend

    On January 30, 2026, we announced that our Board of Directors declared an irregular cash dividend of $0.70 per share of the Company’s common stock totaling $29.9 million. The dividend is payable on or about February 24, 2026 to all shareholders of record as of the close of business on February 9, 2026.

    Our Fleet

    The following table sets forth certain information regarding our fleet as of January 31, 2026:

    Scrubber

    Time

    Capacity

    ECO

    Equipped

    Charter-Out

     

    (Cbm)

    Shipyard

    Year Built

    Vessel(1)

    or Dual-Fuel

    Employment

    Expiration(2)

     

    Dorian VLGCs

    Captain John NP

     

    82,000

     

    Hyundai

     

    2007

     

     

     

    Pool(4)

     

    Comet

     

    84,000

     

    Hyundai

     

    2014

     

    X

     

    S

     

    Pool(4)

     

    Corsair(3)

     

    84,000

     

    Hyundai

     

    2014

     

    X

     

    S

     

    Pool(4)

     

    Corvette

     

    84,000

     

    Hyundai

     

    2015

     

    X

     

    S

     

    Pool(4)

     

    Cougar(3)

     

    84,000

     

    Hyundai

     

    2015

     

    X

     

     

    Pool(4)

     

    Concorde

     

    84,000

     

    Hyundai

     

    2015

     

    X

     

    S

     

    Pool(4)

     

    Cobra

     

    84,000

     

    Hyundai

     

    2015

     

    X

     

     

    Pool(4)

     

    Continental

     

    84,000

     

    Hyundai

     

    2015

     

    X

     

    S

     

    Pool(4)

     

    Constitution

     

    84,000

     

    Hyundai

     

    2015

     

    X

     

    S

     

    Pool(4)

     

    Commodore

     

    84,000

     

    Hyundai

     

    2015

     

    X

     

     

    Pool-TCO(5)

     

    Q3 2027

    Cresques(3)

     

    84,000

     

    Hanwha Ocean

     

    2015

     

    X

     

    S

     

    Pool(4)

     

    Constellation

     

    84,000

     

    Hyundai

     

    2015

     

    X

     

    S

     

    Pool(4)

     

    Cheyenne

     

    84,000

     

    Hyundai

     

    2015

     

    X

     

    S

     

    Pool(4)

     

    Clermont

     

    84,000

     

    Hyundai

     

    2015

     

    X

     

    S

     

    Pool(4)

     

    Cratis(3)

     

    84,000

     

    Hanwha Ocean

     

    2015

     

    X

     

    S

     

    Pool(4)

     

    Chaparral(3)

     

    84,000

     

    Hyundai

     

    2015

     

    X

     

     

    Pool-TCO(5)

     

    Q3 2027

    Copernicus(3)

     

    84,000

     

    Hanwha Ocean

     

    2015

     

    X

     

    S

     

    Pool(4)

     

    Commander

     

    84,000

     

    Hyundai

     

    2015

     

    X

     

    S

     

    Pool(4)

     

    Challenger

     

    84,000

     

    Hyundai

     

    2015

     

    X

     

    S

     

    Pool-TCO(5)

    Q3 2026

    Caravelle(3)

     

    84,000

     

    Hyundai

     

    2016

     

    X

     

    S

     

    Pool(4)

     

    Captain Markos(3)

     

    84,000

     

    Kawasaki

     

    2023

     

    X

     

    DF

     

    Pool(4)

     

    Total

     

    1,762,000

    Time chartered-in VLGCs

    Future Diamond(6)

    80,876

    Hyundai

    2020

    X

    S

    Pool(4)

     

    HLS Citrine(7)

    86,090

    Hyundai

    2023

    X

    DF

    Pool(4)

     

    HLS Diamond(8)

    86,090

    Hyundai

    2023

    X

    DF

    Pool(4)

     

    Cristobal(9)

    86,980

    Hyundai

    2023

    X

    DF

    Pool(4)

     

    Crystal Asteria(10)

    84,229

    Kawasaki

    2021

    X

    DF

    Pool(4)

     

    BW Tokyo(11)

    83,271

    Mitsubishi

    2009

    Pool(4)

     

    (1)Represents vessels with very low revolutions per minute, long-stroke, electronically controlled engines, larger propellers, advanced hull design, and low friction paint.
    (2)Represents calendar year quarters.
    (3)Operated pursuant to a bareboat chartering agreement. See Note 8 to our unaudited interim condensed consolidated financial statements.
    (4)“Pool” indicates that the vessel operates in the Helios Pool on a voyage charter with a third party and we receive a portion of the pool profits calculated according to a formula based on the vessel’s pro rata performance in the pool.
    (5)“Pool-TCO” indicates that the vessel is operated in the Helios Pool on a time charter out to a third party and we receive a portion of the pool profits calculated according to a formula based on the vessel’s pro rata performance in the pool.
    (6)Vessel has a Panamax beam and is currently time chartered-in to our fleet with an expiration during the first calendar quarter of 2027.
    (7)Vessel has a Panamax beam and is currently time chartered-in to our fleet with an expiration during the first calendar quarter of 2030 and purchase options beginning in year seven.
    (8)Vessel has a Panamax beam and is currently time chartered-in to our fleet with an expiration during the first calendar quarter of 2030 and purchase options beginning in year seven.

    20

    (9)Vessel has a Panamax beam and shaft generator and is currently time chartered-in to our fleet with an expiration during the third calendar quarter of 2030 and purchase options beginning in year seven.
    (10)Vessel is currently time chartered-in to our fleet with an expiration during the second calendar quarter of 2026.
    (11)Vessel is currently time chartered-in to our fleet with an expiration during the second calendar quarter of 2028. Vessel operates under a framework agreement in which the vessel’s revenues and charter hire-in expenses are split equally with an unrelated third party.

    Results of Operations – For the three months ended December 31, 2025 as compared to the three months ended December 31, 2024

    Revenues

    The following table compares our revenues for the three months ended December 31:

    Increase /

    Percent

      ​ ​ ​

    2025

      ​ ​ ​

    2024

      ​ ​ ​

    (Decrease)

      ​ ​ ​

    Change

    Net pool revenues—related party

     

    $

    118,415,858

     

    $

    78,022,488

     

    $

    40,393,370

    51.8

    %

    Time charter revenues

     

     

    2,433,411

     

    (2,433,411)

    (100.0)

    %

    Other revenues, net

     

    1,548,429

     

    210,880

     

    1,337,549

    634.3

    %

    Total

     

    $

    119,964,287

     

    $

    80,666,779

     

    $

    39,297,508

    48.7

    %

    Revenues, which represent net pool revenues—related party, time charter revenues, and other revenues, net, were $120.0 million for the three months ended December 31, 2025, an increase of $39.3 million, or 48.7%, from $80.7 million for the three months ended December 31, 2024 primarily due to higher average TCE rates and increased available days. TCE rates rose by $14,262 per available day from $36,071 for the three months ended December 31, 2024 to $50,333 for the three months ended December 31, 2025. The increase in TCE rates was primarily due to higher spot rates and lower bunker prices. The Baltic Exchange Liquid Petroleum Gas Index, an index published daily by the Baltic Exchange for the spot market rate for the benchmark Ras Tanura-Chiba route (expressed as U.S. dollars per metric ton), averaged $67.767 during the three months ended December 31, 2025 compared to an average of $55.717 during the three months ended December 31, 2024. The average price of very low sulfur fuel oil (expressed as U.S. dollars per metric ton) from Singapore and Fujairah decreased from $570 during the three months ended December 31, 2024, to $452 during the three months ended December 31, 2025. Available days for our fleet increased from 2,210 for the three months ended December 31, 2024 to 2,349 for the three months ended December 31, 2025, mainly driven by an increase in the number of vessels in our fleet, partially offset by a modest increase in off-hire days due to drydocking.

    Vessel Operating Expenses

    Vessel operating expenses were $19.9 million during the three months ended December 31, 2025, or $10,275 per vessel per calendar day, which is calculated by dividing vessel operating expenses by calendar days for the relevant time-period for the technically-managed vessels that were in our fleet and decreased by $1.5 million, or 7.4% from $21.4 million for the three months ended December 31, 2024. The decrease of $822 per vessel per calendar day, from $11,097 for the three months ended December 31, 2024 to $10,275 per vessel per calendar day for the three months ended December 31, 2025 was partially due to a decrease of non-capitalizable drydock-related operating expenses. Excluding non-capitalizable drydock-related operating expenses, daily operating expenses decreased by $603, or 5.9%, from $10,161 for the three months ended December 31, 2024 to $9,558 for the three months ended December 31, 2025, primarily resulting from reductions of spares and stores.

    General and Administrative Expenses

    General and administrative expenses were $10.8 million for the three months ended December 31, 2025, an increase of $3.3 million, or 44.4%, from $7.5 million for the three months ended December 31, 2024, driven by increases  of $2.0 million in expenses under our Cash Incentive Compensation Plan, $0.6 million in employee-related costs and benefits, $0.3 million in stock-based compensation expense, and $0.4 million in other general and administrative expenses in the period ended December 31, 2025 when compared to the period ended December 31, 2024.

    21

    Interest and Finance Costs

    Interest and finance costs amounted to $7.1 million for the three months ended December 31, 2025, a decrease of $1.8 million, or 20.5%, from $8.9 million for the three months ended December 31, 2024. The decrease of $1.8 million during this period was mainly due to (i) a reduction of $1.0 million in interest on our long-term debt, (ii) an increase of $0.7 million in capitalized interest, and (iii) a decrease of $0.1 million in loan expenses and bank charges. The decrease of $1.0 million in loan interest on our long-term debt was driven by a reduction of average indebtedness, excluding deferred financing fees, from $579.9 million for the three months ended December 31, 2024, to $526.0 million for the three months ended December 31, 2025, as well as a lower SOFR rate on the 2023 A&R Debt Facility during the three months ended December 31, 2025 when compared to the three months ended December 31, 2024.  

    Interest Income

    Interest income amounted to $2.7 million for the three months ended December 31, 2025, compared to $3.8 million for the three months ended December 31, 2024. The decrease of $1.1 million is mainly attributable to (i) reduced interest rates over the periods presented, and (ii) moderately lower average cash balances for the three months ended December 31, 2025 when compared to the three months ended December 31, 2024.

    Unrealized Gain/(Loss) on Derivatives

    Unrealized loss on derivatives amounted to $0.2 million for the three months ended December 31, 2025, compared to a gain of $2.9 million for the three months ended December 31, 2024. The $3.1 million difference is primarily attributable to changes in forward SOFR yield curves and changes in notional amounts.

    Realized Gain on Derivatives

    Realized gain on derivatives amounted to $0.4 million for the three months ended December 31, 2025, compared to $0.8 million for the three months ended December 31, 2024. The unfavorable $0.4 million change is primarily attributable to (i) a $0.9 million reduction of realized gains on our interest rate swaps (ii) partially offset by reduced realized losses on our FFAs of $0.5 million.

    Results of Operations – For the nine months ended December 31, 2025 as compared to the nine months ended December 31, 2024

    Revenues

    The following table compares our revenues for the nine months ended December 31:

    Loading holders...

    Held by

    holders ( registered funds via N-PORT, institutional investors via 13F). Showing top by dollar value.

    Holder Type ETF MF Position ($) % of holder Δ % of holder Holder AUM

    Recent insider activity

    Last 90 days. Open-market trades (purchases & sales) by directors, officers, and 10%+ owners. 2 transactions across 1 insider. Net: -10,000 shares, -$355,040.

    Date Insider Role Action Shares Price Value
    2026-04-09 Lycouris John Head of Energy Transition Sell -7,000 $35.72 -$250,040
    2026-04-08 Lycouris John Head of Energy Transition Sell -3,000 $35.00 -$105,000

    Source: SEC Form 4 filings.

    Next expected filings

    • ~2026-05-29 10-K expected by 2026-06-10 (in 4 days)
    • ~2026-08-04 10-Q expected by 2026-08-11 (in 71 days)
    • ~2026-11-06 10-Q expected by 2026-11-13 (in 165 days)
    • ~2027-02-05 10-Q expected by 2027-02-12 (in 256 days)

    Predicted from historical filing cadence; not an SEC commitment.

    Recent SEC filings

    • 2026-05-20 8-K Earnings Release; Financial Statements and Exhibits
    • 2026-05-05 8-K Officer/Director Change; Financial Statements and Exhibits
    • 2026-02-05 10-Q Quarterly Report
    • 2026-02-05 8-K Earnings Release; Financial Statements and Exhibits
    • 2026-01-30 8-K Earnings Release; Regulation FD Disclosure; Financial Statements and Exhibits
    • 2025-11-06 10-Q Quarterly Report
    • 2025-11-06 8-K Earnings Release; Regulation FD Disclosure; Financial Statements and Exhibits
    • 2025-08-04 10-Q Quarterly Report
    • 2025-08-01 8-K Earnings Release; Regulation FD Disclosure; Financial Statements and Exhibits
    • 2025-05-29 10-K Annual Report
    • 2025-05-22 8-K Earnings Release; Financial Statements and Exhibits
    • 2025-05-15 8-K Officer/Director Change; Financial Statements and Exhibits
    • 2025-05-15 8-K Earnings Release; Financial Statements and Exhibits
    • 2025-01-31 10-Q Quarterly Report
    • 2025-01-31 8-K Earnings Release; Financial Statements and Exhibits