DORIAN LPG LTD. (LPG)

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, 2026, 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-five VLGC carriers, including one 93,000 cbm dual-fuel ECO-design Very Large Gas Carrier / Ammonia Carrier, one dual-fuel 84,000 cbm ECO-design VLGC; sixteen fuel-efficient 84,000 cbm ECO-design VLGCs; one 82,000 cbm modern VLGC; four time chartered-in dual-fuel panamax VLGCs; one time chartered-in ECO Panamax VLGC, and one time chartered-in modern VLGC. On June 22, 2026, we entered into a shipbuilding contract for a newbuilding dual-fuel Panamax VLGC with a cargo carrying capacity of 90,000 cbm and expected delivery from HD Hyundai Heavy Industries Co. Ltd. in the third calendar quarter of 2029. The twenty-five VLGCs in our fleet, including the six time chartered-in vessels, as of July 30, 2026, have an aggregate carrying capacity of approximately 2.1 million cbm and an average age of 9.4 years.

​

Currently, fourteen of our ECO VLGCs, including one of our time chartered-in ECO-VLGCs, and our VLGC/AC,  are fitted with exhaust gas cleaning systems (commonly referred to as “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 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 July 30, 2026, all twenty-five of our VLGCs were employed in the Helios Pool, including our six time chartered-in VLGCs.

​

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

Table of Contents

Recent Developments

​

Sale of Vessels and Prepayment of Long-term Debt

​

In July 2026, we completed the sale of our 2014-built VLGC Corsair and 2015-built VLGC Constellation receiving total vessel sale proceeds, net of commission, of $166.4 million. As of June 30, 2026, the carrying value of the two vessels totaled $102.8 million and the cumulative gain on sale of the vessels is expected to be approximately $63.5 million. Prior to the completion of the sales, we prepaid the $24.2 million outstanding balance of the associated debt of Corsair during the three months ended June 30, 2026, and in July 2026, we prepaid $23.9 million of the BALCAP Facility’s then outstanding principal related to the 2015-built VLGC Constellation.

​

Dividend

​

On July 16, 2026, we announced that our Board of Directors declared an irregular cash dividend of $1.00 per common share totaling approximately $42.8 million. The dividend is payable on or about August 12, 2026 to all shareholders of record as of the close of business on July 27, 2026.

​

Executive Severance and Change in Control and Severance Plan

​

On July 24, 2026, our Board of Directors, upon the approval and recommendation of the our compensation

committee, approved and adopted the Amended and Restated Executive Severance and Change in Control Severance

Plan. For more information, please see the Form 8-K filed on July 30, 2026.

​

Our Fleet

​

The following table sets forth certain information regarding our fleet as of July 30, 2026:

​

​

20

Table of Contents

[Excerpt truncated for page length; source filing is linked above.]

ITEM 7.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

​

You should read the following discussion of our financial condition and results of operations in conjunction with our consolidated financial statements and related notes included herein. Among other things, those financial statements include more detailed information regarding the basis of presentation for the following information. The financial statements have been prepared in accordance with U.S. GAAP and are presented in U.S. dollars unless otherwise indicated. 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," "Forward-Looking Statements" and elsewhere in this report, our actual results may differ materially from those anticipated in these forward‑looking statements.

​

Overview

​

We are a Marshall Islands corporation, headquartered in the United States, focused on owning and operating VLGCs. As of May 22, 2026, our fleet consists of twenty-seven VLGCs, including one dual-fuel ECO-design Very Large Gas Carrier / Ammonia Carrier (“VLGC/AC”), one dual-fuel ECO-design VLGC; eighteen fuel-efficient 84,000 cbm ECO-design VLGCs, or our ECO VLGCs; one 82,000 cbm modern VLGC/AC; four time chartered-in dual fuel Panamax size VLGCs; one time chartered-in ECO Panamax VLGC, and one time chartered-in modern VLGC.

​

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 COAs or on time charters of two years' duration or less (unless agreed otherwise). As of May 22, 2026, all twenty-seven of our VLGCs, including the six time chartered-in vessels, were deployed in the Helios Pool.

​

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. For the year ended March 31, 2026, the Helios Pool accounted for 99% of our total revenues. No other individual charterer accounted for more than 10% of our total revenues. Within the Helios Pool, no individual charterer represented more than 10% of net pool revenues—related party. For the year ended March 31, 2025, the Helios Pool accounted for 97% of our total revenues. No other individual charterer accounted for more than 10% of our total revenues. Within the Helios Pool, one charterer represented more than 10% of net pool revenues—related party. For the year ended March 31, 2024, the Helios Pool accounted for 95% of our total revenues. No other individual charterer accounted for more than 10% of our total revenues. Within the Helios Pool, two charterers each represented more than 10% of net pool revenues—related party. See “Item 1A. Risk Factors—We operate exclusively in the LPG shipping industry. Due to the general lack of industry diversification, adverse developments in the LPG shipping industry may adversely affect our business, financial condition and operating results” and “Item 1A. Risk Factors—We expect to be dependent on a limited number of customers for a material part of our revenues, and failure of such customers to meet their obligations could cause us to suffer losses or negatively impact our results of operations and cash flows.”

​

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. None of our vessels is currently on a fixed time charter outside of the Helios Pool. See “Item 1. Business—Our Fleet” above for more information.

​

67

Table of Contents

Recent Developments

​

Appointment of Director

On April 29, 2026, our Board of Directors, on the recommendation of its Nominating and Corporate Governance Committee, unanimously authorized the increase in the size of the Board of Directors from eight to nine directors, and, to fill the resulting vacancy, appointed Christopher Wiernicki to serve as a Class I director, effective immediately.

​

Prepayment of Debt and Sale of VLGC

​

On April 20, 2026, we prepaid $16.5 million of the 2023 A&R Debt Facility, a proportion related to the 2015-built VLGC Cobra. On May, 6, 2026, we completed the sale of this vessel, receiving proceeds net of commission and fees of $81.9 million.

​

Dividend

​

On May 7, 2026, we announced that our Board of Directors has declared an irregular cash dividend of $1.00 per share of the Company’s common stock totaling $42.8 million. The dividend is payable on or about May 28, 2026 to all shareholders of record as of the close of business on May 18, 2026.

​

Vessel Deployment—Spot Voyages, Time Charters, COAs, and Pooling Arrangements

​

We seek to employ our vessels in a manner that maximizes fleet availability and earnings upside through our chartering strategy in line with our goal of maximizing shareholder value and returning capital to shareholders when appropriate, taking into account fluctuations in freight rates in the market and our own views on the direction of those rates in the future. As of May 22, 2026, all twenty-seven of our VLGCs, including the six time chartered-in vessels, were employed in the Helios Pool, which includes time charters with a term of less than two years unless otherwise agreed.

A spot market voyage charter is generally a contract to carry a specific cargo from a load port to a discharge port for an agreed upon freight per ton of cargo or a specified total amount. Under spot market voyage charters, we pay voyage expenses such as port and fuel costs. A time charter is generally a contract to charter a vessel for a fixed period of time at a set daily or monthly rate. Under time charters, the charterer pays voyage expenses such as port and fuel costs. Vessels operating on time charters provide more predictable cash flows, but can yield lower profits than vessels operating in the spot market during periods characterized by favorable market conditions. Vessels operating in the spot market generate revenues that are less predictable but may enable us to capture increased profits during periods of improvements in the freight market although we are exposed to the risk of a decline in the freight market and lower vessel availability. Pools generally consist of a number of vessels which may be owned by a number of different ship owners which operate as a single marketing entity in an effort to produce freight efficiencies. Pools typically employ experienced commercial charterers and operators who have close working relationships with customers and brokers while technical management is typically the responsibility of each ship owner. Under pool arrangements, vessels typically enter the pool under a time charter agreement whereby the cost of bunkers and port expenses are borne by the charterer (i.e., the pool) and operating costs, including crews, maintenance and insurance are typically paid by the owner of the vessel. Pools, in return, typically negotiate charters with customers primarily in the spot market. Since the members of a pool typically share in the revenue generated by the entire group of vessels in the pool, and since pools operate primarily in the spot market, including the pool in which we participate, the revenue earned by vessels placed in spot market related pools is subject to the fluctuations of the spot market and the ability of the pool manager to effectively employ its fleet. We believe that vessel pools can provide cost-effective commercial management activities for a group of similar class vessels and potentially result in lower waiting times and higher earnings.

​

Contracts of Affreightment relate to the carriage of multiple cargoes over the same or several routes at pre-agreed terms, volumes and periods and enables the COA holder to nominate and lift cargoes, without controlling tonnage themselves or having their own vessel in position. COAs are usually based on voyage terms, where all of the vessel's operating, voyage and capital costs are borne by the ship owner.

​

68

Table of Contents

On April 1, 2015, Dorian and MOL Energia began operation of the Helios Pool, which is a pool of VLGC vessels. 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 in the pool, weighted according to certain technical vessel characteristics, and net pool revenues (see Note 2 to our consolidated financial statements included herein) 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, COAs, or on time charters of two years' duration or less. As of May 22, 2026, the Helios Pool operated thirty-one VLGCs, including all twenty-seven vessels from our fleet, two MOL Energia vessels, and two vessels from another pool participants.

​

For further description of our business, please see “Item 1. Business” above.

​

Important Financial and Operational Terms and Concepts

​

We use a variety of financial and operational terms and concepts in the evaluation of our business and operations including the following:

​

Vessel Revenues. Our revenues are driven primarily by the number of vessels in our fleet, the number of days during which our vessels operate and the daily rates that our vessels earn under our charters, which, in turn, are affected by a number of factors, including levels of demand and supply in the LPG shipping industry; the age, condition and specifications of our vessels; the duration of our charters; the timing of when any profit-sharing arrangements are earned; the amount of time that we spend positioning our vessels; the availability of our vessels, which is related to the amount of time that our vessels spend in drydock undergoing repairs and the amount of time required to perform necessary maintenance or upgrade work; and other factors affecting rates for LPG vessels.

​

We generate revenue by providing seaborne transportation services to customers pursuant to the following types of contractual relationships:

​

Pooling Arrangements. As from April 1, 2015, we began operation of the Helios Pool. Net pool revenues—related party for each vessel is determined in accordance with the profit-sharing terms specified within the pool agreement for the Helios Pool. In particular, the pool manager aggregates the revenues and voyage expenses of all of the pool participants and Helios Pool general and administrative expenses and distributes the net earnings to participants based on:

​

​

​

For the years ended March 31, 2026, 2025, and 2024, 99%, 97% and 95% of our reve

[Excerpt truncated for page length; the complete text is on the linked full-MD&A page.]