Reference Date:
• Shares outstanding: 35,433,544, each with a par value of USD 0.001 (excluding 695,892 treasury shares).
• Equity value: Approximately USD 1.4 bn / NOK 14 bn based on the prevailing market price and currency rate.
• Offering of new common shares (the “Offer Shares”) in the Company (the “Offering”) to raise gross proceeds of approximately USD 115 million (the “Offer Size”).
• The final Offer Size will be determined by the Company’s board of directors or a committee thereof (the “Board”), in consultation with the Managers (as defined below).
• To be determined in USD on the basis of an accelerated bookbuilding process.
• The net proceeds from the Offering are expected to be used to partly finance the acquisition of two Suezmax tanker newbuilding resales currently under construction at Daehan Shipbuilding Co., Ltd. being sister vessels to two vessels acquired during January 2026, both due for planned delivery during the second quarter of 2026, to be acquired by the Company from unrelated third parties for consideration of USD 99.3 million per vessel when delivered (the “Vessel Acquisitions”), subject to, inter alia, successful completion of the Offering, as well as the Company obtaining the necessary debt financing required to fully fund the Vessel Acquisitions beyond equity raised in the Offering. If one or both Vessel Acquisitions does not consummate, the net proceeds from the Offering may be used for general corporate purposes.
• Each of the Vessel Acquisitions is contingent on, among other things, a successful completion of the Offering, but the acquisition of one vessel is not contingent on the acquisition of the other.
• No assurances are therefore made that the Company will take delivery of either or both such vessels, and the Company does not expect to take delivery of such vessels if the Offering is not successfully completed.
• The USD equivalent of EUR 100,000.
• The Company may, in its sole discretion, offer and allocate Offer Shares to applicants below such amount to the extent exemptions from relevant prospectus requirements, including Regulation (EU) 2017/1129, are available.
Our Company
We are Okeanis Eco Tankers Corp., an international owner and operator of a modern, fuel-efficient eco fleet of 16 tanker vessels, comprising eight modern Suezmax tankers and eight modern VLCC tankers, focusing on the transportation of crude oil. Our vessels are built in line with eco standards that consume less bunker fuel than conventional tanker vessels, are equipped with exhaust gas cleaning systems (“scrubbers”) and are built to comply with regulations for ballast water treatment. Our fleet had a carrying capacity of approximately 3.5 million deadweight tons and an average age of 6.4 years as of December 31, 2025 (in each case, excluding our newly acquired vessels, Nissos Piperi and Nissos Serifopoula, which were delivered to us in January of 2026). Certain of our vessels are owned by us directly and others are owned by finance leasing houses and bareboat chartered back to us (with an option for us to repurchase the vessels at certain times).
The above list of vessels does not include any vessels that may be acquired using, as part of the consideration, the proceeds from this offering. See “Use of Proceeds.”
Management of Our Fleet
We have entered into management agreements with OET Chartering Inc. (a wholly owned subsidiary) as commercial manager of our vessels, and with KMC as our technical manager. KMC provides our day-to-day fleet technical management, such as vessel operations, repairs, insurance consulting, supplies, and crewing. We, through our vessel-owning subsidiaries, have also entered into ETS Services Agreements with KMC pursuant to which KMC obtains, transfers and surrenders emission allowances under the EU Emissions Trading Scheme that came into effect on January 1, 2024. Furthermore, OET Chartering Inc. has entered into a shared services agreement with KMC to document the mutual exchange of business support in respect of the management of our vessels by way of corporate, accounting, financial and other operational and administrative services. OET Chartering Inc. provides commercial management of all of the vessels in our fleet and employs our on-shore employees. Our Chairman, Ioannis Alafouzos, owns a 50% stake in KMC, with his brother, Themistoklis Alafouzos, owning the other 50% stake.
KMC provides our vessels with a wide range of shipping services, such as technical support, crew management, maintenance, and insurance consulting in exchange for a daily fee of $900 per vessel. For the years ended December 31, 2024 and December 31, 2023, total technical management fees incurred from KMC amounted to $4,611,600 and $4,599,000, respectively. If required by KMC, the daily fee may be increased in line with the relevant annual inflation rates. Each technical management agreement for each vessel can be terminated by either party at any time for cause, including by reason of the other party’s failure to meet its obligations under the agreement or if we sell the vessel or upon the vessel’s loss. Furthermore, KMC has the right to terminate each technical management agreement, subject to 30-days’ advance written notice, in the event of a change of control of the relevant ship-owning entity without KMC’s consent. In each case, unless the cause for termination is KMC’s failure to meet its obligations under the relevant technical management agreement, we are required to continue payment of the management fees thereunder for 36 months from the termination date (or, if a notice of termination for convenience has preceded such for cause termination, 36 months from the date of such notice). The agreement can also be terminated by either party for convenience by giving notice to the other party, following which the agreement shall terminate upon the expiration of 36 months from the date on which notice is received.
Employment of Our Fleet
We currently seek to employ our vessels primarily under voyage charters, which we believe allows us to capture the full benefit of lower fuel oil costs afforded to us by our Eco-design, scrubber-equipped, fleet. Depending on market conditions, we may also employ our vessels on time charters. Vessels operating on time charters may be chartered for several months or years, whereas vessels operating in the spot market typically are chartered for a single voyage that may last up to three months.
Recent Developments
In September 2025, we paid a dividend to our shareholders in an aggregate amount of $22.5 million, or $0.70 per common share.
Effective October 10, 2025, Robert Knapp and Joshua Nemser resigned as directors of the Company. The two resignations did not result from any disagreement with the Company or its management. The board of directors of the Company has not yet determined whether to reduce the size of the board or to fill therelevant vacancies. The board of directors remains comprised of a majority of independent directors. The composition of each of the committees of the board of directors remains the same and was unaffected by these resignations, except for the remuneration committee, which is now currently comprised of Charlotte Stratos and Francis “Frank” Dunne.
In October and November 2025, we exercised our purchase options for two VLCC tankers, the Nissos Rhenia and Nissos Despotiko (both built in 2019), respectively, currently on lease from OCY Knight 1 Limited and OCY Knight 2 Limited. The two ships are expected to be delivered to the Company during the second quarter of 2026, for an aggregate consideration of approximately $94.1 million.
In November 2025, we entered into two memoranda of agreement, whereby pursuant to each individual memorandum of agreement, we agreed to purchase one newbuilding Suezmax vessel (the “Vessel Acquisitions”), constructed at Daehan Shipbuilding Co., Ltd. (“Daehan”), a South Korean shipyard, from an unrelated third-party seller for an acquisition price of $97.0 million. These two vessels are named Nissos Piperi and Nissos Serifopoula. The acquisition price for these vessels was funded through the 2025 Registered Direct Offering and the New Financings described below.
In November 2025, we completed the registered direct offering of 3,239,436 new common shares, at a price of $35.50 per share, raising gross proceeds of approximately $115.0 million (the “2025 Registered Direct Offering”). The net proceeds of the offering were used as partial consideration for the Vessel Acquisitions. The 2025 Registered Direct Offering was made pursuant to Okeanis’s shelf registration statement on Form F-3 (File No. 333-287032), which was declared effective by the SEC on May 21, 2025. Fearnley Securities AS acted as global coordinator and joint bookrunner and Clarksons Securities AS acted as joint bookrunner for the 2025 Registered Direct Offering.
In December 2025, we paid a dividend to our shareholders in an aggregate amount of $26.6 million, or $0.75 per share.
In December 2025, we entered into a $45.0 million facility agreement, to finance a portion of the acquisition price of the Nissos Piperi, with Alpha Bank S.A. (the “Nissos Piperi Facility”). The Nissos Piperi Facility contains an interest rate of Term SOFR plus 130 basis points (or 50 basis points for any outstanding part of the loan in respect of which an amount of at least $1 million has been deposited and blocked for the whole of the relevant interest period in a cash collateral account), matures in seven years, and will be repaid in quarterly installments of $0.525 million, together with a balloon installment of $30.3 million at maturity. It is secured by, among other things, a mortgage over the Nissos Piperi, and is guaranteed by Okeanis.
In December 2025, we entered into a $45.0 million facility agreement, to finance a portion of the acquisition price of the Nissos Serifopoula, with National Bank of Greece S.A. (the “Nissos Serifopoula Facility” and, together with the Nissos Piperi Facility, the “New Financings”). The Nissos Serifopoula Facility contains an interest rate of Term SOFR plus 130 basis points (or 50 basis points for any outstanding part of the loan in respect of which the equivalent amount has been deposited and blocked for the whole of the relevant interest period in a cash collateral account), matures in eight years, and will be repaid in quarterly installments of $0.525 million, together with a balloon installment of $28.2 million at maturity. It is secured by, among other things, a mortgage over the Nissos Serifopoula, and is guaranteed by Okeanis.
In January 2026, we received delivery of our newly acquired vessels, the Nissos Piperi and the Nissos Serifopoula.
In January 2026, we entered into two memoranda of agreement, whereby pursuant to each individual memorandum of agreement, we agreed to purchase one newbuilding Suezmax vessel (with an estimated approximate deadweight tonnage of 157,000), currently under construction at Daehan, from an unrelated third-party seller for an acquisition price of $99.3 million. We expect the vessels to be delivered from the shipyard in the second quarter of 2026. Each purchase is contingent on, among other things, raising sufficient capital to fund a portion of the purchase price, but the purchase of one vessel is not contingent on the purchase of the other. Each memorandum of agreement contains standard closing conditions.