DEBT

12 Months Ended

Dec. 31, 2025

DEBT

DEBT

8. DEBT

The Company’s debt consists of the following as of December 31, 2025 and 2024:

	As of December 31,
(In millions)	2025		2024
Private Placement Term Loans:
3.37 %, payable through 2027	$	23.1	$	34.6
3.14 %, payable through 2031		85.8		100.1
Title XI Debt:
1.22 %, payable through 2043		142.4		150.3
1.35 %, payable through 2044		109.9		115.9
Revolving credit facility, maturity date of July 23, 2030		—		—
Total Debt		361.2		400.9
Less: Current portion		(39.7)		(39.7)
Total Long-term Debt		321.5		361.2
Less: Deferred loan fees		(9.4)		(10.4)
Total Long-term Debt, net of deferred loan fees	$	312.1	$	350.8

The following is a description of the Company’s debt:

Private Placement Term Loans: In September 2016, the Company issued $200.0 million of 15-year senior unsecured notes (the “Series D Notes”) at an interest rate of 3.14 percent, payable semi-annually. In December 2016, the Company issued $75 million of 11-year senior unsecured notes at an interest rate of 3.37 percent, payable semi-annually.

Title XI Bonds: In April 2020, MatNav issued $185.9 million in U.S. government guaranteed vessel financing bonds to partially refinance debt incurred in connection with the construction of Daniel K. Inouye (the “DKI Title XI Debt”). The secured DKI Title XI Debt matures in October 2043 and has a cash interest rate of 1.22 percent, payable semi-annually in arrears.

In June 2020, MatNav issued $139.6 million in U.S. government guaranteed vessel financing bonds to partially refinance debt incurred in connection with the construction of Kaimana Hila (the “KMH Title XI Debt”, and together with the DKI Title XI Debt, the “Title XI Debt”). The secured KMH Title XI Debt matures in March 2044 and has a cash interest rate of 1.35 percent, payable semi-annually in arrears.

MatNav may prepay any amounts outstanding under the Title XI Debt subject to a potential prepayment premium or other adjustment, in accordance with the Title XI Debt agreements. Once the Title XI Debt amounts are repaid, they may not be reborrowed. Mandatory prepayments are required under certain limited circumstances, including specified casualty events with respect to Daniel K. Inouye and Kaimana Hila (the “Vessels”).

Revolving Credit Facility: On July 23, 2025, the Company entered into a Third Amended and Restated Credit Agreement (the “Credit Agreement”), which provides for a five-year revolving credit facility, and $550 million in loan commitments, with an uncommitted $300 million increase option. The Credit Agreement also amended certain covenants and other terms including (i) amending the pricing grid to provide for pricing ranging from, at the Company’s election, Secured Overnight Financing Rate (“SOFR”) plus a margin between 1.125 percent and 1.75 percent depending on the Company’s consolidated net leverage ratio, or base rate plus a margin between 0.125 percent and 0.75 percent depending on the Company’s consolidated net leverage ratio; and (ii) eliminating the minimum consolidated interest coverage ratio financial covenant. The Company may prepay any amounts outstanding under the Credit Agreement without premium or penalty, in accordance with the terms of the Credit Agreement. The Credit Agreement contains affirmative, negative and financial covenants customary for financings of this type, including, among other things, limitations on certain other indebtedness, loans and investments, liens, mergers, asset sales, and transactions with affiliates. The Credit Agreement also contains customary events of default.

As of December 31, 2025, the Company had $544.3 million of remaining borrowing availability under the revolving credit facility. The Company used $5.7 million of the revolving credit facility for letters of credit outstanding as of December 31, 2025. Borrowings under the revolving credit facility are classified as long-term debt in the Company’s Consolidated Balance Sheets, as principal payments are not required until the maturity date.

Amendments to Existing Private Placement Term Loan Facilities and New Shelf Facilities (“Private Loan Facilities”): On July 23, 2025, the Company and the holders of the Private Loan Facilities entered into amendments (collectively, the “2025 Note Amendments”) to each of (i) the Third Amended and Restated Note Purchase Agreement and Private Shelf Agreement dated as of September 14, 2016, among the Company and the holders of the notes issued thereunder, as amended; and (ii) the Note Purchase Agreement dated December 21, 2016 among the Company and the holders of the notes issued thereunder, in each case as amended prior to such date. The 2025 Note Amendments provide for amendments to certain covenants and other terms, including eliminating the minimum consolidated interest coverage ratio financial covenant.

Debt Maturities: At December 31, 2025, debt maturities are as follows:

	As of
Year (in millions)	December 31, 2025
2026	$	39.7
2027		39.7
2028		28.2
2029		28.2
2030		28.2
Thereafter		197.2
Total Debt	$	361.2

Deferred Loan Fees: Activities relating to deferred loan fees for the year ended December 31, 2025 are as follows:

Deferred Loan Fees (in millions)	Amount
Balance at December 31, 2024	$	10.4
Payment of deferred loan fees		0.1
Amortization expense		(1.1)
Balance at December 31, 2025	$	9.4

As of December 31, 2025, amortization expense relating to deferred loan fees excluding those related to the Company’s revolving credit facility are as follows:

Year (in millions)	Amount
2026	$	1.0
2027		1.0
2028		0.9
2029		0.8
2030		0.8
Thereafter		4.9
Total amortization expense of deferred loan fees	$	9.4

Revolving Credit Facility Deferred Loan Fees: Deferred loan fees related to the Company’s revolving credit facility are recorded in other long-term assets in the Company’s Consolidated Balance Sheets and are amortized using the straight-line method, as the difference between the straight-line method and the effective interest method is not material. Activities relating to deferred loan fees for the year ended December 31, 2025 are as follows:

Revolving Credit Facility Deferred Loan Fees (in millions)	Amount
Balance at December 31, 2024	$	0.7
Payment of deferred loan fees		1.9
Amortization expense		(0.5)
Balance at December 31, 2025	$	2.1

As of December 31, 2025, amortization expense relating to revolving credit facility deferred loan fees are as follows:

Year (in millions)	Amount
2026	$	0.5
2027		0.5
2028		0.4
2029		0.4
2030		0.3
Thereafter		—
Total amortization expense of revolving credit facility deferred loan fees	$	2.1

Title XI Debt Covenants: The Title XI Debt agreements contain customary representations and warranties as well as affirmative and negative covenants, defaults and other provisions typical for MARAD-guaranteed financings of this type, with definitions, limitations and financial tests all as negotiated between MatNav and MARAD. The covenants in the Title XI Debt agreements include, among other things, limitations on certain other indebtedness, loans and investments, liens, mergers, asset sales, sale and leasebacks, and transactions with affiliates as defined within the Title XI Debt agreements. Certain of the covenants in the Title XI Debt agreements are applicable only upon and during the continuance of either (i) an event of default or (ii) the failure of either the Company or MatNav to meet certain supplemental financial tests, including the following:

● The supplemental financial tests applicable to MatNav include maintenance of a working capital minimum of $1, and maintenance of a long-term debt to net worth ratio of greater than or equal to 2.0 to 1.0; and

● The supplemental financial tests applicable to the Company include maintenance of a net worth greater than or equal to 90% of the net worth of the Company as set forth in the most recent audited financial statements prior to closing of the issuance of the Title XI Bonds and compliance with the leverage ratio set forth in the Credit Agreement.

Debt Security and Guarantees: All of the debt of the Company and MatNav, including related guarantees, as of December 31, 2025 was unsecured, except for the Title XI Debt.

Under the Title XI Debt agreements, MARAD has guaranteed certain obligations of MatNav. MatNav has agreed to reimburse MARAD for any payments it makes under the MARAD guaranty, and MatNav’s obligations to MARAD with respect to the Title XI Debt are secured by a mortgage on the Vessels and certain other related assets (the “Collateral”). In addition, MatNav’s obligations to MARAD with respect to the Title XI Debt are guaranteed by the Company under an Affiliate Guaranty.