This is Northern Ocean
Northern Ocean owns and operates one of the world's newest and most capable harsh-environment semi-submersible drilling rig -Deepsea Mira - ideally suited for operations across all major offshore basins. With a modern rig, completed capex programs, and strong commercial and operational execution, NOL is well-positioned to benefit from a tightening supply of high-end rigs and an expected increase in long-term demand.
Northern Ocean maintain flexibility to pursue high-value opportunities. Near-term priorities include securing new contracts for Deepsea Mira, continued focus on operational efficiency and cost control, and preparing for refinancing - all aimed at enhancing earnings and unlocking long-term value for shareholders.
Deepsea Mira is one of the world's most advanced drilling rigs. It is based on the Moss Maritime CS60 design, capacity of drilling in water depth of up to 10,000 feet. The rig is capable of drilling in all harsh environment areas globally.
The Company is listed on Oslo Stock Exchange under the ticker symbol "NOL".
CEO letter
Dear Shareholders,
The fourth quarter was demanding and transformative for Northern Ocean Ltd. Most notably, we successfully completed the closing of the Deepsea Bollsta transaction. This reshaped the company, simplified and deleveraged our structure, and created significant shareholder value. Importantly, it also positions Northern Ocean to better capitalize on the long-term potential of our remaining asset, the Deepsea Mira.
Operational performanceThroughout the quarter, we delivered strong operational execution and maintained uninterrupted operations on the Deepsea Mira. Keeping Mira working through a hectic period is a clear testament to rig performance, operational discipline, and-just as importantly-the partnerships built in Namibia with Rhino and BW. During the campaign, Deepsea Mira drilled one of the most efficient exploration wells executed in West Africa in the last decade: the Rhino "Volans" well. This performance strengthens our market position and reinforces our reputation as a reliable, high-performing operator in ultra-deepwater and harsh-environment segments.
Market environment and outlookWhile the market remains challenging through 2026, we are encouraged by a strengthening pipeline of longer-term opportunities emerging for drilling programs starting in 2027. We are seeing the early formation of prospects that could translate into meaningful term work across several regions.
In parallel, following the Valaris/Transocean merger, we expect stronger and more disciplined pricing behavior in the ultra-deepwater market. Over time, this should support improved overall market conditions and positively influence pricing across deepwater asset classes.
Capital discipline, contracting strategy, and financial positionNorthern Ocean will continue to evaluate each opportunity carefully-both on commercial terms and on timing. Our contracting strategy remains focused on optimizing value for shareholders, ensuring that any commitment for our
remaining asset is made on terms that reflect Deepsea Mira's demonstrated operational performance and the evolving market structure.
Additionally, we have chosen to preserve capital until we have firmly secured contracting visibility through 2026 and established the necessary runway to begin returning capital to shareholders. This same disciplined approach applies to refinancing. The existing USD 100 million Sterna facility will remain in place until we have built sufficient backlog to support an optimal refinancing on improved pricing and terms-enabling Northern Ocean to return as much capital to shareholders as possible.
Thank you for your continued support and trust in Northern Ocean Ltd. We enter the next period with a simplified company, a proven rig, and a disciplined strategy to maximize long-term shareholder value.
Sincerely
Arne Jacobsen
Chief Executive Officer
Fourth quarter 2025 | 4
Results
In the fourth quarter, operating revenue was $111.3 million, up from $57.4 million in the previous quarter. This increase primarily reflects the higher number of operational days for Deepsea Bollsta and Deepsea Mira in the quarter, 167 days in total, compared to 117 days in the previous quarter. Revenue also includes
$38,2 million in deferred revenue as Deepsea Bollsta was sold 15 December.
Total operating expenses amounted $150.7 million, compared with $65.9 million in the previous quarter. The increase was primarily driven by a deferred cost of
$54.8 million and a $4.6 million expense related to the termination of a management agreement. Projected daily operating costs continue to align with expectations.
Administrative expenses amounted to $1.7 million, compared to $2.0 million in the previous quarter.
Interest expense was $10.1 million compared to $15.9 million in the previous quarter. The reduction was mainly due to the Company paying cash rather than Payment-In-Kind ("PIK") interest on the Sterna Finance Ltd. ("Sterna") facility for the six month period since late June 2025. The Company prepaid the remaining
$285million on the bank loan and reduced the Sterna facility from approximately
$249 million to $100 million. On the back of the reduced debt the interest expense will be considerably lower going forward.
Foreign exchange loss were $1.2 million, compared to loss of $1.4 million in the previous quarter. This reflects the increase in the FX exchange rate between NOK and USD in the quarter, although NOL is a USD based company it still has considerable costs in NOK.
The net loss from continuing operations after taxes was $50.4 million, compared to a loss of $25.9 million in the previous quarter. This includes cost in relation to the sale of Deepsea Bollsta,
The basic and diluted loss per share for the quarter was $0.17, compared to a loss of $0.09 in the previous quarter.
Fourth quarter 2025 | 5
Company Update Deepsea Bollsta Transaction
On 17 November the Company announced that its subsidiary had entered into an agreement to sell Deepsea Bollsta to a subsidiary of Odfjell Drilling for cash settlement of $480 million, with and effective date of 15 December 2025.
In December 2025, the Company announced that the transaction had been completed, whereby ownership of Deepsea Bollsta was transferred to a subsidiary of Odfjell Drilling and NOL received cash proceeds of $480 million.
The successful completion of the transaction enabled NOL to prepay a material portion of its outstanding debt and significantly improve capital efficiency, allowing the Company to prepare for return of capital to shareholders.
ContractsOn 12 November 2025, the Company announced a contract extension for Deepsea Mira with Rhino Resources for one additional firm well test. On 11 December, the Company announced a contract award for Deepsea Mira with a subsidiary of Shell plc., commencing in April 2026 with and estimated duration of 45 days.
OperationsDeepsea Mira continued to operate in Namibia throughout the quarter. On 23 November 2025, the rig completed its contract with a subsidiary of BW Energy and subsequently commenced a contract with Rhino Resources. Economical utilization for the quarter was 99.1%. The contract with Rhino Resources was completed 31 January, and the rig is now preparing to commence the Shell contract announced on 11 December 2025, which is expected to start in early second quarter of 2026.
Deepsea Bollsta continued operations under contract for Equinor in Norway, with an economical utilization of 87.7%. The rig was sold on 15 December 2025.
As of 26 February, the Company's order backlog is approximately $17 million.
Fourth quarter 2025 | 6
Forward Looking Statements
The Company's activities are subject to significant risks and uncertainties that can have an adverse effect on the Company's business, financial condition, results of operations and cash flow. See Notes to the unaudited condensed consolidated financial statements.
This report contains certain forward-looking statements relating to the business, financial performance and results of the Company and/or the industry in which it operates, sometimes identified by the words "believes", "expects", "intends", "plans", "estimates" and similar expressions. The forward-looking statements contained in this report, including assumptions, opinions and views of the Company or cited from third-party sources, are solely opinions and forecasts which are subject to risks, uncertainties and other factors that may cause actual events to differ materially from any anticipated development. The Company does not provide any assurance that the assumptions underlying such forward-looking statements are free from errors, nor does the Company accept any responsibility for the future accuracy of the opinions expressed in the presentation or the actual occurrence of the forecasted developments. No obligations are assumed to update any forward-looking statements or to confirm these forward-looking statements to actual results.
The Board of Directors and the Chief Executive Officer Northern Ocean Ltd.
Hamilton, Bermuda 26 February, 2026
Fourth quarter 2025 | 7
Consolidated Statements of Operations Quarters Full Year
(in thousands of $) Note Q4 2025 Q3 2025 Q4 2024 2025 2024
Contract revenue | 3 | 111,405 | 55,918 | 62,850 | 271,916 252,615 | |
Reimbursable revenue | (102) | 1,448 | 2,474 | 7,380 10,912 | ||
Other income | 45 | 70 | 30 | 122 333 | ||
Total operating revenues | 111,348 | 57,436 | 65,354 | 279,418 263,860 | ||
Rig operating expenses | 4 | 123,778 | 46,429 | 46,959 | 241,227 206,316 | |
Reimbursable expenses | 585 | 1,431 | 2,773 | 7,906 10,809 | ||
Depreciation | 11,478 | 16,008 | 13,333 | 55,134 49,929 | ||
Impairment | 5 | 13,130 | - | - | 13,130 - | |
Administrative expenses | 1,714 | 2,048 | 2,157 | 7,880 7,011 | ||
Total operating expenses | 150,685 | 65,916 | 65,222 | 325,277 274,065 | ||
Net operating gain (loss) | (39,337) | (8,480) | 132 | (45,859) (10,205) | ||
Interest income | 332 | 324 | 599 | 1,613 | 2,679 | |
Interest expense | (10,110) | (15,906) | (15,359) | (56,303) | (56,300) | |
Foreign exchange gain | (1,187) | (1,389) | 1,228 | 44 | 610 | |
Other financial expenses | (10) | (9) | - | (33) | (41) | |
Net loss from continuing operations before taxes | (50,312) | (25,460) | (13,400) | (100,538) | (63,257) | |
Tax charge | (160) | (428) | (425) | (2,127) | (2,400) | |
Net loss from continuing operations | (50,472) | (25,888) | (13,825) | (102,665) | (65,657) | |
Basic and diluted loss from continuing operations per share ($) | (0.17) | (0.09) | (0.05) | (0.34) | (0.32) | |
Fourth quarter 2025 | 8
Consolidated Statements of Comprehensive Income Quarters Full Year
Net loss Foreign currency translation (loss) gain Other comprehensive (loss) income | (50,472) 350 350 | (25,888) (13,825) 843 (57) 843 (57) |
Comprehensive loss | (50,122) | (25,045) (13,882) |
780 56
780 56 (101,885) (65,601)See accompanying notes that are an integral part of these unaudited condensed consolidated financial statements.
Fourth quarter 2025 | 9
Consolidated Balance Sheets
(in thousands of $) Note Dec 2025 Dec 2024
ASSETS | |||
Short-term assets | |||
Cash and cash equivalents | 37,510 | 42,751 | |
Restricted cash | 8 | 169 | 138 |
Related party receivables | - | - | |
Accounts receivable, net | 23,505 | 47,410 | |
Unbilled receivables | 1,513 | 7,556 | |
Short-term portion of deferred costs | - | 2,200 | |
Material and supplies, net | - | 344 | |
Other current assets | 10 | 4,449 | 1,973 |
Right-of-use assets under operating leases | 19 | 128 | |
Total short-term assets | 67,165 | 102,500 | |
Long-term assets | |||
Drilling units | 9 | 439,841 | 929,049 |
Fixtures and fittings | 14 | 18 | |
LT Deferred Assets | - | - | |
Total long-term assets | 439,855 | 929,067 | |
Total assets | 507,020 | 1,031,567 | |
(in thousands of $) Note Dec 2025 Dec 2024
LIABILITIES AND EQUITY Short-term liabilities Short-term portion of long-term debt 13 Other current liabilities 11 Short-term portion of deferred revenue Related party payables Lease dilapidations Related party debt Obligations under operating leases | 100,000 59,306 110 33 - - 25 | 14,950 47,861 3,970 54 5 - 112 |
Total short-term liabilities | 159,474 | 66,952 |
Long-term liabilities Long-term debt 12 Long-term deferred revenue Long-term related party debt | - 2,495 - | 284,006 2,605 231,840 |
Total long-term liabilities | 2,495 | 518,451 |
Commitments and contingencies Total equity | 345,051 | 446,164 |
Total liabilities and equity | 507,020 | 1,031,567 |
See accompanying notes that are an integral part of these unaudited condensed consolidated financial statements.
Fourth quarter 2025 | 10
Consolidated Statements of Cash Flows Quarters Full Year
NET LOSS | (50,472) | (25,888) (13,825) |
Adjustment to reconcile net (loss) income to net cash used in operating activities; | ||
Amortization of deferred charges | 508 | 181 181 |
Amortization of deferred costs | 59,333 | 2,367 6,264 |
Amortization of deferred revenue | (38,221) | (538) (4,358) |
Depreciation | 11,478 | 16,008 13,333 |
Impairment | 13,130 | - - |
Compensation cost | 167 | 193 205 |
Unrealized foreign exchange loss (gain) | 350 | 843 (57) |
Accrued demobilization income | - | - (752) |
Accrued demobilization costs | - | - 878 |
Change in operating assets and liabilities; | ||
Receivables | (4,145) | 11,567 (22,642) |
Unbilled receivables | 1,153 | 14,507 (3,926) |
Other current assets | 755 | (1,064) 3,196 |
Right-of-use assets under operating leases | 6 | 35 48 |
Additions to deferred costs | (10) | (11,551) (7,793) |
Additions to deferred revenue | - | 15,709 7,191 |
Other current liabilities | (22,801) | 6,530 (9,378) |
Related party balances | - | (59) 67 |
Obligations under operating leases | (5) | (4) (48) |
Net cash provided by (used in) operating activities | (28,774) | 28,836 (31,416) |
1,045 504
63,900 33,337
(43,718) (19,073)
55,134 49,929
13,130 -
770 273
780 56
(752) (752)
878 878
23,904 (6,022)
6,795 (284)
(2,132) 136
109 2
(61,699) (8,464)
39,748 8,191
9,291 (12,684)
(20) 186
(87) 6
4,411 (19,438)Fourth quarter 2025 | 11
Consolidated Statements of Cash Flows Quarters Full Year
INVESTING ACTIVITIES Additions to drilling units Additions to Fixtures and fittings Gross proceeds from sale of Drilling unit | (16,250) (5) 480,000 | (5,680) (13,920) (6) - - - | |
Net cash provided by investing activities | 463,745 | (5,686) | (13,920) |
FINANCING ACTIVITIES | |||
Net proceeds from share issuances | - | - | - |
Related party debt: proceeds | - | - | 16,840 |
Related party debt: repayments | (148,733) | - | - |
Long-term debt: repayments | (292,500) | (7,500) | - |
Debt fees paid | - | - | - |
Net cash provided by financing activities | (441,233) | (7,500) | 16,840 |
Net change | (6,262) | 15,650 (28,496) | |
Cash, cash equivalents and restricted cash at start of the period | 43,943 | 28,293 | 71,385 |
Cash, cash equivalents and restricted cash at end of the period | 37,681 | 43,943 | 42,889 |
(57,753) (55,404)
(26) -
480,000 -
422,221 (55,404)- 59,598
16,893 94,891
(148,733) -
(300,000) (90,000)
- (1,250)
(431,840) 63,239 (5,208) (11,603) 42,889 54,492 37,681 42,889See accompanying notes that are an integral part of these unaudited condensed consolidated financial statements.
Fourth quarter 2025 | 12
Consolidated Statements of Changes in Equity (in thousands of $ except number of shares) 2025 2024
Number of shares outstanding Balance at beginning of period Shares issued | 303,215,392 - | 182,677,107 120,538,285 |
Balance at end of period | 303,215,392 | 303,215,392 |
Share capital | ||
Balance at beginning of period | 151,608 | 91,339 |
Shares issued | - | 60,269 |
Balance at end of period | 151,608 | 151,608 |
Additional paid in capital | ||
Balance at beginning of period | 580,214 | 565,613 |
Shares issued | - | 14,328 |
Stock options | 771 | 273 |
Balance at end of period | 580,985 | 580,214 |
Accumulated other comprehensive income (loss) | ||
Balance at beginning of period | (53) | (110) |
Other comprehensive income | 780 | 57 |
Balance at end of period | 727 | (53) |
Retained deficit | ||
Balance at beginning of period | (285,604) | (219,947) |
Net loss | (102,665) | (65,657) |
Balance at end of period | (388,269) | (285,604) |
Total equity | 345,051 | 446,165 |
See accompanying notes that are an integral part of these unaudited condensed consolidated financial statements.
Fourth quarter 2025 | 13
Notes NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 1. GENERAL
Northern Ocean Ltd. owns and operates the modern harsh-environment semi-submersible drilling rig Deepsea Mira, with the primary purpose of providing offshore drilling services for the oil and gas industry in harsh environments worldwide.
Deepsea Mira continued to operate in Namibia throughout the quarter. On 23 November 2025, the rig completed its contract with a subsidiary of BW Energy
to continue as a going concern. In the absence of new contract awards, the Group will need to rely on loan amendments, new financing arrangements, and/or equity issuances to meet its loan obligations and working capital requirements over the next twelve months. However, the Board remains confident that a solution will be reached.
3. REVENUE FROM CONTRACTS WITH CUSTOMERSThe following table provides information about composition of contract revenue:
Jan 1 to Decand subsequently commenced a contract with Rhino Resources. Economical utilization for the quarter was 99.1%. The contract with Rhino Resources was completed 31 January 2026, and the rig is now preparing to commence the Shell contract announced on 11 December 2025, which is expected to start in early second quarter of 2026.
At the date of this report, the Company's total firm backlog is approximately $17 million.
2. BASIS OF ACCOUNTING(in thousands of $) Q4 2025
Dayrate revenue | 64,768 | 199,141 |
Amortization of deferred revenue | 38,194 | 43,608 |
Demobilization revenue | - | 7,544 |
Other | 8,443 | 21,622 |
Contract revenue | 111,405 | 271,915 |
The unaudited condensed consolidated financial statements are stated in accordance with generally accepted accounting principles in the United States of America. The unaudited condensed consolidated financial statements do not include all of the disclosures required in annual and interim consolidated financial statements and should be read in conjunction with the Company's audited financial statements for the year ended 31 December 2024.
Going concern assumptionThese consolidated financial statements are prepared under the going concern assumption.
As the Deepsea Mira currently has no long term backlog, the Group's financial position is reliant on securing additional drilling contracts for the rig. This situation potentially gives rise to substantial doubt regarding the Group's ability
Dayrate revenue earned from Deepsea Bollsta and Deepsea Mira drilling contracts.
Amortization of deferred revenueThe Company may receive fees from its customers for the mobilization of rigs. These activities are not considered to be distinct within the context of the contract and therefore, where these fees are known and probable the associated revenue is allocated to the overall performance obligation and recognized ratably over the initial firm term of the related drilling contract.
Fourth quarter 2025 | 14
The following table provides information about the composition of amortization of deferred revenue related to contract revenue:
(in thousands of $) Q4 2025
Balance at 31 December 2024 | 3,860 |
Additions to deferred revenue | 39,748 |
Amortization of deferred revenue | (43,608) |
Balance at 31 December 2025 | - |
Short-term deferred revenue | - |
Long-term deferred revenue | - |
Note the deferred revenue assets in the balance sheet also contain funds received from the Norwegian government as a grant, due to the Deepsea Mira being equipped with systems which reduce NOx emissions. The grant is being amortized over the estimated useful life of the Deepsea Mira, resulting in annual amortization of $0.1 million. At the date of this report $2.5 million is held as deferred revenue in relation to the NOx grant, split between short-term and longterm.
-
RIG OPERATING EXPENSES
The following table provides information about the composition of rig operating expenses:
Jan 1 to Dec(in thousands of $) Q4 2025 31, 2025
Daily operating expensesDaily operating expenses
53,410
154,394
Maintenance projects
9,878
20,028
Amortization of deferred costs
59,332
63,900
Accrued demobilization costs
-
-
Other
1,158
2,905
Rig operating expenses
123,778
241,227
This category includes the costs associated with the daily operations of the rigs. The notable constituents of the daily operating expenses are the expenses for offshore personnel, repairs and maintenance (excluding maintenance projects referred to below), onshore support services, catering costs and management fees payable to Odfjell Drilling.
Included in daily operating expenses are incremental costs associated with providing customers with add-on services for which the commercial terms differ from those services provided on a reimbursable basis. The costs and the associated revenue for these services are reported on a gross basis under rig operating expenses and contract revenue respectively.
Maintenance projectsMaintenance projects which are considered non-recurring and with an individual cost in excess of $100,000 are not considered to be indicative of the ordinary daily running costs of our operations and have been disaggregated from daily operating expenses. These projects are either preventive or corrective in nature.
Amortization of deferred costsCertain direct and incremental costs incurred for upfront preparation, initial mobilization and modifications of the contracted rigs represent costs of fulfilling a contract as they relate directly to a contract and enhance resources that will be used in satisfying performance obligations. Such costs are deferred and
Fourth quarter 2025 | 15
amortized ratably to rig operating expenses as services are rendered over the initial term of the related drilling contract.
The following table provides information about the deferred costs to fulfill a contract with customers;
(in thousands of $) Q4 2025
Balance at 31 December 2024
2,200
Cost additions
61,700
Amortization
(63,900)
Balance at 31 December 2025
-
Short-term deferred costs
-
Long-term deferred costs
-
-
IMPAIRMENT
On 17 November 2025 the Group entered into an agreement to sell Deepsea Bollsta to a subsidiary of Odfjell Drilling for cash settlement of $480 million, with effective date 15 December 2025. The rig was classified as assets held for sale from 17 November 2025 until completion of the sale on 15 December 2025. Depreciation of the rig has been calculated up until 17 November 2025. From 17 November 2025 the rig has been measured at the lower of carrying amount and fair value less costs to sell, resulting in an impairment loss of $13.1 million.
In addition to the impairment loss of $13.1 million, Deferred cost and Deferred revenue relating to the Equinor contract for Deepsea Bollsta, $59.3 million and
$38.2 million respectively, has been charged to the income statement in Q4 2025.
-
INCOME TAXES
Under current Bermuda law, the Company is not required to pay taxes in Bermuda on either income or capital gains. The Company has received written assurance from the Minister of Finance in Bermuda that, in the event of any such taxes being imposed, the Company will be exempted from taxation until 31 March, 2035.
Other jurisdictionsThe Company has subsidiaries, which are incorporated in the Marshall Islands and are not subject to income tax. Certain of the Company's subsidiaries and branches in Norway, Ireland, Namibia, Cyprus and the U.S. are subject to income tax in their respective jurisdictions.
Deferred taxDeferred tax assets and liabilities are based on temporary differences that arise between carrying values of assets and liabilities used for financial reporting purposes and amounts used for taxation purposes and the future tax benefits of tax loss carry forwards.
The Company does not have any unrecognized tax benefits, material accrued interest or penalties relating to income taxes.
Fourth quarter 2025 | 16
-
EARNINGS PER SHARE
The computation of basic earnings per share is calculated by dividing the net loss attributable to the Company by the weighted average number of shares outstanding during the period.
Diluted earnings per share amounts are calculated by dividing the net income attributable to the Company by the weighted average number of shares outstanding during the year plus the weighted average number of ordinary shares that would be issued on conversion of all the dilutive potential ordinary shares into ordinary shares. If in the period there is a loss then any dilutive potential ordinary shares have been excluded from the calculation of diluted loss per share, as their effect would be anti-dilutive.
The components of the numerator and the denominator in the calculation are as follows:
Q4 2025 Q4 2024 Jan 1 to Dec 31, 2025 Jan 1 to Dec 31, 2024Net loss (in thousands of $)
Weighted average number of ordinary shares (in thousands)
(50,472)
303,215
(13,825)
303,215
(102,665)
303,215
(65,657)
238,182
Loss per share
(0.17)
(0.05)
(0.34)
(0.28)
Fourth quarter 2025 | 17
-
RESTRICTED CASH
As of 31 December 2025, restricted cash of $0.2 million consists of funds held for an NIS guarantee and payroll taxes.
- DRILLING UNITS
Movements in the carrying value of drilling units in the three months ended 31 December 2025, are summarized as follows:
Other current assets as of 31 December 2025, are summarized as follows:
(in thousands of $)
Deposit held 35
VAT receivable 3,370
Other 1,045
Other current assets 4,449 OtherThis category principally consist of prepayments for insurance and operational costs.
11. OTHER CURRENT LIABILITIES(in thousands of $) | Cost | Accumulated depreciation | Net carrying | Other current liabilities as of 31 December 2025, are summarized as follows: |
Balance at 31 December 2024 | 1,103,489 | (174,440) | 929,049 | (in thousands of $) |
Additions | 57,755 | - | 57,755 | Accounts payable | 9,440 | |
Retirement of assets | (596,563) | 117,833 | (478,730) | Accrued administrative expense | 2,039 | |
Depreciation | - | (68,231) | (68,231) | Accrued operating expense | 34,255 | |
Balance at 31 December 2025 | 564,683 | (124,838) | 439,844 | Other payables | 12,231 | |
Accrued interest expense | 510 | |||||
Contract demobilization liability | 140 | |||||
VAT liability | 691 | |||||
Other payables primarily consist of withholding and corporate taxes due to the Namibian tax authorities.
Fourth quarter 2025 | 18
-
DEBT
In connection with the sale of Deepsea Bollsta on 15 December 2025, NOL prepaid the outstanding loan amount of $285 million under this facility, reducing the principal balance to zero. The facility was subsequently cancelled.
-
RELATED PARTY DEBT
As of 31 December 2025, debt due to related parties is summarized as follows:
(in thousands of $)
$ denominated floating rate debt:
$215.0 million credit loan facility
100,000
Total debt
100,000
Short-term debt
100,000
Long-term debt
-
Total debt
100,000
At the start of the year, the Company held a single $215.0 million facility. The facility requires no amortization and has a final maturity date in December 2026. The Company also has the option to convert cash interest payments into Payment-In-Kind ("PIK") interest at a pre-agreed premium. In connection with the sale of Deepsea Bollsta NOL prepaid part of the outstanding amount on this facility, reducing the principal balance from $248.4 million to $100 million, which is outstanding as of 31 December 2025.
Assets pledged(in thousands of $)
Drilling units 439,855
The outstanding debt as of 31 December 2025, is repayable as follows:
(in thousands of $)
Year 1 100,000
Year 2 -
Year 3 -
Year 4 -
Year 5 -
Thereafter -
100,000
The Company is in compliance with the covenants set out in the agreement with Sterna Finance Ltd. ("Sterna").
-
SHARE CAPITAL
There were no changes to the Company's share capital during the second quarter of 2025.
As of 31 December 2025, the Company continues to have 303,215,392 fully paid common shares outstanding and authorized share capital of $968,098,811, divided into 1,936,197,622 common shares of a par value of $0.50 each.
Fourth quarter 2025 | 19
-
FAIR VALUES
The carrying value and estimated fair value of the Company's financial instruments as of 31 December 2025, are as follows:
- Floating rate debt (being total debt less the carrying value of deferred charges) - the fair value has been determined using level 3 inputs being the discounted expected cash flows of the outstanding debt.
Carrying Fair- Long-term related party debt - the fair value has been determined using level 3 inputs being the discounted expected cash flows of the outstanding debt.
(in thousands of $)
value
value
Assets:
Cash and cash equivalents
37,510
37,510
Restricted cash
169
169
Liabilities:
Short-term related party debt
100,000
99,002
The estimated fair values of financial assets and liabilities are as follows:
Fair(in thousands of $)
value
Level 1
Level 2
Level 3
Assets:
Cash and cash equivalents
37,510
37,510
-
-
Restricted cash
169
169
-
-
Liabilities:
Short-term related party debt
100,000
-
-
100,000
The following methods and assumptions were used to estimate the fair value of each class of financial instrument:
Cash and cash equivalents - the carrying values in the balance sheet approximate fair value.
Restricted cash - the carrying value in the balance sheet approximates fair value.
-
RELATED PARTY TRANSACTIONS
Hemen Holdings Ltd. ("Hemen"), a Cyprus holding company, was the Company's largest shareholder as at 31 December 2025. The Company currently transacts, or has previously transacted, with the following related parties, being companies in which Hemen, or companies affiliated with Hemen, have a significant interest:
Sterna;
Front Ocean Management Ltd. and Front Ocean Management AS (together "Front Ocean");
Frontline Management (Bermuda) Ltd. ("Frontline");
Seatankers Management Co. Ltd. ("Seatankers").
Sterna transactionsSee related party debt (Note 13).
Frontline, Front Ocean and Seatankers transactionsThe Company and its subsidiaries have received treasury, accounting, corporate secretarial and advisory services from these entities and were charged $0.2 million in the quarter ending 31 December 2025 (2024: $0.2 million).
Fourth quarter 2025 | 20
-
COMMITMENTS AND CONTINGENCIES
As of 31 December 2025, the Company had outstanding capital commitments for projects completed during the year, including the Deepsea Mira blowout preventer certificate renewal.
-
SHARE BASED COMPENSATION
In the third quarter of 2024, the Company granted a total of 9,500,000 share options to members of management. As of 31 December 2025, 6,333,333 of these options were outstanding and remained unvested. The options have a weighted average exercise price of NOK 12.00 and a weighted average remaining contractual term of 1.2 years.
- SUBSEQUENT EVENTS
On 31 January 2026 Deepsea Mira completed its contract with Rhino Resources Ltd. and is now preparing to start the Shell contract announced on 11 December 2025, early second quarter this year.
Fourth quarter 2025 | 21
We confirm, to the best of our knowledge, that the condensed consolidated financial statements for the period 1 January to 31 December 2025, have been prepared in accordance with U.S. generally accepted accounting principles and give a true and fair view of the Company's assets, liabilities, financial position and profit or loss as a whole. We also confirm, to the best of our knowledge, that the interim management report includes a fair review of important events that have occurred during the financial year and their impact on the condensed consolidated financial statements, a description of the principal risks and uncertainties for the period, and major related party transactions.
The Board of Directors and the Chief Executive Officer Northern Ocean Ltd.Hamilton, Bermuda, 26 February, 2026
Gary W. Casswell, Chairman (S) James Ayers, Director (S) Sven Børre Larsen, Director (S) Mikhael Bothbol, Director (S) Jan Erik Klepsland,, Director (S) Arne Jacobsen, Chief Executive Officer (S)Fourth quarter 2025 | 22
Investor contact:
Arne Jacobsen, Chief Executive Officer
+ 971 55 639 0860
Jonas Ytreland, Chief Financial Officer
+47 994 65 550
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