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Clearly, options traders are pricing in a big move for Nordic American Tankers shares, but what is the fundamental picture for the company? Currently, Nordic American Tankers is a Zacks Rank #3 (Hold) in the Transportation - Shipping industry that ranks in the Top 19% of our Zacks Industry Rank. Over the last 60 days, the Zacks Consensus Estimate for the current quarter has moved from 9 cents per share to 7 cents. What is Implied Volatility? What do the Analysts Think? Looking to Trade Options? Click to see ...

As in the past, the Hansson family is the largest private shareholder group in the company. For contacts, please see at the end of this communication. Sincerely, Herbjorn Hansson Founder, Chairman & CEO Thursday, May 30, 2024 Dear Shareholders and Investors, Alexander Hansson, Non-Executive Vice Chairman of Nordic American Tankers Ltd (NAT) and son of Herbjorn Hansson, Founder, Chairman & CEO, has today bought 350,000 shares in NAT at $4.0029 per share for a total sum of $1,4 million. Following these transa ...

Thursday, May 30, 2024 Dear Shareholders and Investors, Alexander Hansson, Non-Executive Vice Chairman of Nordic American Tankers Ltd (NAT) and son of Herbjorn Hansson, Founder, Chairman & CEO, has today bought 350,000 shares in NAT at $4.0029 per share for a total sum of $1,4 million. Following these transactions, Monaco based Alexander Hansson privately owns 3,000,000 shares in NAT. As in the past, the Hansson family is the largest private shareholder group in the company. For contacts, please see at the ...

Highlights: Ninety day periods offer a short-term snapshot of a company, but it is also important to view the long-term picture. The values of our assets have seen a significant increase over the past years. The direction of NAT is unquestionably upward, with further room to grow. Sincerely, Wednesday, May 29, 2024 Dear Shareholders and Investors, encourage companies to provide prospective information about their business. Forward-looking statements include statements concerning plans, objectives, goals, st ...

Wednesday, May 29, 2024 Dear Shareholders and Investors, Highlights: Ninety day periods offer a short-term snapshot of a company, but it is also important to view the long-term picture. The values of our assets have seen a significant increase over the past years. The direction of NAT is unquestionably upward, with further room to grow. 1. The first quarter of 2024 continued at a strong pace with healthy earnings. The Net Profit for the first quarter of 2024 came in at $15.1 million which is similar to the ...

Estimate Revisions Trend The consensus EPS estimate for the quarter has remained unchanged over the last 30 days. This is essentially a reflection of how the covering analysts have collectively reassessed their initial estimates over this period. The market expects Nordic American Tankers (NAT) to deliver a year-over-year decline in earnings on lower revenues when it reports results for the quarter ended March 2024. This widely-known consensus outlook is important in assessing the company's earnings picture ...

Core Viewpoint - The company is set to release its 1Q 2024 Earnings Report on May 29, 2024, before the NYSE opening [1] Forward-Looking Statements - The company includes cautionary statements regarding forward-looking statements to take advantage of safe harbor provisions under the Private Securities Litigation Reform Act of 1995 [2][3] - Forward-looking statements are identified by terms such as "believe," "anticipate," "intend," "estimate," and similar expressions [3] Assumptions and Uncertainties - The forward-looking statements are based on various assumptions, including management's examination of historical operating trends and data from third parties [4] - The company acknowledges that these assumptions are subject to significant uncertainties and contingencies that are difficult to predict [4] Factors Affecting Results - Important factors that could cause actual results to differ from forward-looking statements include global economic conditions, fluctuations in charter rates and vessel values, and changes in demand in the tanker market [5] - Other factors include operating expenses, availability of financing, regulatory changes, political conditions, and potential disruptions in shipping routes [5]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 20-F ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of ...

PART I [Key Information](index=7&type=section&id=ITEM%203.%20KEY%20INFORMATION) This section outlines material risks associated with the company, categorized by business conditions, vessel operations, indebtedness, and investment [Risk Factors](index=7&type=section&id=D.%20Risk%20Factors) The company faces material risks from the Suezmax tanker industry's cyclicality, dependence on spot charter rates, environmental regulations, and debt covenants - The Suezmax tanker industry is historically **cyclical and volatile**, which could negatively impact revenues, earnings, and cash flow if the market becomes depressed[33](index=33&type=chunk)[37](index=37&type=chunk) - The company is **highly dependent on spot charters**, making its earnings vulnerable to declines in spot charter rates, which could affect its ability to pay dividends and service debt[35](index=35&type=chunk)[45](index=45&type=chunk) - Increasingly stringent environmental regulations, including those for ballast water discharge and greenhouse gas emissions, may impose **significant additional costs** and adversely affect profitability[35](index=35&type=chunk)[107](index=107&type=chunk)[109](index=109&type=chunk) - Existing debt facilities contain **restrictive covenants** tied to financial ratios and vessel market values, where a breach could lead to default and foreclosure on the company's fleet[35](index=35&type=chunk)[140](index=140&type=chunk)[141](index=141&type=chunk) - Geopolitical events, such as the Russia-Ukraine conflict and related sanctions, can **disrupt trade flows**, increase operating costs, and adversely affect business[35](index=35&type=chunk)[68](index=68&type=chunk)[177](index=177&type=chunk) [Information on the Company](index=37&type=section&id=ITEM%204.%20INFORMATION%20ON%20THE%20COMPANY) This section details the company's history, its exclusive focus on a homogenous Suezmax tanker fleet, and the highly regulated operational environment [History and Development of the Company](index=37&type=section&id=A.%20History%20and%20Development%20of%20the%20Company) Founded in 1995, the company operates a homogenous Suezmax fleet, prioritizes quarterly dividends, and actively manages its capital structure and fleet renewal - The company's core business strategy is the "Nordic American System," which involves operating a **homogenous fleet of Suezmax tankers** to streamline costs and maintain flexibility[202](index=202&type=chunk)[203](index=203&type=chunk)[206](index=206&type=chunk) - A key priority is paying quarterly cash dividends, a practice maintained for **102 consecutive quarters**, supported by a low operating cash break-even level of about **$8,000 per day per vessel**[207](index=207&type=chunk)[208](index=208&type=chunk) - In 2022, the company renewed its fleet by selling five older vessels and taking delivery of two newbuildings, bringing the total fleet to **19 Suezmax tankers**[201](index=201&type=chunk) - The company utilized At-the-Market (ATM) equity programs to raise capital, including a $60 million program that raised **$33.6 million in gross proceeds** during 2022[217](index=217&type=chunk) [Business Overview](index=39&type=section&id=B.%20Business%20Overview) The company operates its fleet primarily in the spot market, which saw a significant earnings surge in 2022, with a positive outlook for 2023 Fleet Composition as of December 31, 2022 | Vessel | Built in | Deadweight Tons | | :--- | :--- | :--- | | Nordic Pollux | 2003 | 150,103 | | Nordic Apollo | 2003 | 159,999 | | Nordic Luna | 2004 | 150,037 | | Nordic Castor | 2004 | 150,249 | | Nordic Freedom | 2005 | 159,331 | | Nordic Sprinter | 2005 | 159,089 | | Nordic Skier | 2005 | 159,089 | | Nordic Vega | 2010 | 163,940 | | Nordic Light | 2010 | 158,475 | | Nordic Cross | 2010 | 158,475 | | Nordic Breeze | 2011 | 158,597 | | Nordic Zenith | 2011 | 158,645 | | Nordic Star | 2016 | 157,738 | | Nordic Space | 2017 | 157,582 | | Nordic Aquarius | 2018 | 157,338 | | Nordic Cygnus | 2018 | 157,526 | | Nordic Tellus | 2018 | 157,407 | | Nordic Hunter | 2022 | 157,037 | | Nordic Harrier | 2022 | 157,094 | - The majority of the fleet operates in the spot market, with four vessels on longer-term time charters; the two 2022 newbuildings are on **six-year time charters**[220](index=220&type=chunk) - The Suezmax market experienced a strong recovery in 2022, with average earnings of **$48,800/day**, a significant increase from $5,200/day in 2021, largely due to the Russia/Ukraine conflict[232](index=232&type=chunk) - The outlook for 2023 is positive, supported by a historically low Suezmax orderbook of just **10 vessels (1.7% of the fleet)** at the start of the year, which is expected to limit fleet growth[237](index=237&type=chunk)[246](index=246&type=chunk) [Operating and Financial Review and Prospects](index=56&type=section&id=ITEM%205.%20OPERATING%20AND%20FINANCIAL%20REVIEW%20AND%20PROSPECTS) The company's financial performance improved significantly in 2022, driven by higher charter rates, leading to profitability and enhanced liquidity [Operating Results](index=56&type=section&id=A.%20Operating%20Results) The company achieved a net income of $15.1 million in 2022, a major turnaround from a $171.3 million loss in 2021, driven by a 207.4% TCE rate increase Financial Performance Comparison (2022 vs. 2021) | Metric | 2022 | 2021 | Variance | | :--- | :--- | :--- | :--- | | Voyage Revenues | $339.3M | $191.1M | 77.6% | | Net Voyage Revenue | $168.8M | $62.8M | 168.8% | | TCE Rate per day | $24,725 | $8,043 | 207.4% | | Vessel Operating Expenses | ($63.4M) | ($67.7M) | -6.3% | | Impairment Loss on Vessels | ($0.3M) | ($60.3M) | -99.5% | | Net Income (Loss) | $15.1M | ($171.3M) | N/A | - The primary driver for the improved performance in 2022 was the **207.4% increase in the TCE rate per day**, which rose from $8,043 in 2021 to $24,725 in 2022[335](index=335&type=chunk) - Voyage expenses increased by **32.9% to $170.5 million**, mainly due to a sharp rise in the average price of bunker fuel, despite lower consumption from fewer vessel days[337](index=337&type=chunk) - Depreciation expenses decreased by **26.2% to $50.4 million**, reflecting the sale of vessels and the lower carrying values of certain vessels following impairment charges taken in 2021[341](index=341&type=chunk) [Liquidity and Capital Resources](index=61&type=section&id=B.%20Liquidity%20and%20Capital%20Resources) The company's liquidity improved with cash rising to $59.6 million, supported by positive operating cash flow and equity issuances, while maintaining compliance with debt covenants Cash and Debt Position (as of Dec 31) | Metric | 2022 | 2021 | | :--- | :--- | :--- | | Cash and Cash Equivalents | $59.6M | $34.7M | | Restricted Cash | $3.7M | $9.9M | | 2019 Senior Secured Credit Facility (Outstanding) | $129.2M | $223.1M | | Financing of 2018-built Vessels (Outstanding) | $96.0M | $104.3M | | Financing of 2022 Newbuildings (Outstanding) | $84.9M | $0 | - The company's 2019 Senior Secured Credit Facility matures in February 2024; management expects to repay the debt from cash flows but has flexibility through its **ATM program, vessel sales, or refinancing**[382](index=382&type=chunk)[385](index=385&type=chunk) - In 2022, the company raised **$33.6 million in gross proceeds** by issuing 14.3 million common shares through its $60 million 2022 ATM program[378](index=378&type=chunk) Cash Flow Summary | Metric (USD '000) | 2022 | 2021 | 2020 | | :--- | :--- | :--- | :--- | | Net Cash from Operating Activities | 24,134 | (44,458) | 110,944 | | Net Cash Used in Investing Activities | (14,343) | (3,465) | (17,476) | | Net Cash from Financing Activities | 9,005 | 30,513 | (93,075) | [Critical Accounting Estimates](index=66&type=section&id=E.%20Critical%20Accounting%20Estimates) Vessel impairment is the most critical accounting estimate, with no new indicators identified in 2022 due to strong market recovery and higher vessel values - Vessel impairment is a critical estimate; the company recognized **impairment charges of $60.3 million in 2021** but did not identify any new impairment indicators in 2022 due to positive market factors[409](index=409&type=chunk)[410](index=410&type=chunk) Vessel Value Comparison (as of Dec 31, 2022) | Metric | Value (USD millions) | | :--- | :--- | | Total Carrying Value of Fleet | $735.1 | | Estimated Fair Market Value (Broker Average) | $955.0 | - The impairment analysis, when triggered, relies heavily on estimates of **future charter rates**, using broker estimates for the first two years and a 15-year historical average thereafter[411](index=411&type=chunk)[413](index=413&type=chunk) - Vessels are depreciated over an estimated economic useful life of **25 years**, with an estimated residual (scrap) value of **$8.0 million per vessel**[423](index=423&type=chunk)[424](index=424&type=chunk) [Directors, Senior Management and Employees](index=70&type=section&id=ITEM%206.%20DIRECTORS%2C%20SENIOR%20MANAGEMENT%20AND%20EMPLOYEES) This section details leadership compensation, the equity incentive plan, and key governance structures, including the Audit Committee and foreign private issuer exemptions - Aggregate cash compensation paid to directors and executive officers (five persons) was **$5.5 million** for the year ended December 31, 2022[436](index=436&type=chunk) - Under its 2011 Equity Incentive Plan, the company granted **3,990,000 stock options** on November 1, 2022, with a two-year vesting period and an exercise price of $3.60 per share[441](index=441&type=chunk) - The Board has an Audit Committee consisting of a single independent director, Ms. Jenny Chu, who is the designated **audit committee financial expert**[443](index=443&type=chunk)[602](index=602&type=chunk) - As a foreign private issuer, the company follows Bermuda corporate governance practices, which differ from NYSE standards, notably in **not having a nominating committee**[444](index=444&type=chunk)[615](index=615&type=chunk) [Major Shareholders and Related Party Transactions](index=73&type=section&id=ITEM%207.%20MAJOR%20SHAREHOLDERS%20AND%20RELATED%20PARTY%20TRANSACTIONS) This section discloses principal shareholders, including the Hansson family and BlackRock, and a related party transaction involving a Board member Major Shareholders | Identity of Person | Percent of Class | | :--- | :--- | | Hansson family | 3.02% | | BlackRock, Inc | 5.82% | - A related party transaction exists with a company owned by a Board member for the use of a corporate asset, resulting in a recognized expense of **$0.3 million in 2022**[452](index=452&type=chunk) [Financial Information](index=74&type=section&id=ITEM%208.%20FINANCIAL%20INFORMATION) This section confirms the absence of material legal proceedings and outlines the company's quarterly dividend policy and distributions for 2022 - The company is not currently a party to any lawsuit that would have a **material adverse effect** on its financial position[456](index=456&type=chunk) Quarterly Dividends Per Share (2022) | Period | 2022 | | :--- | :--- | | 1st Quarter | $0.01 | | 2nd Quarter | $0.02 | | 3rd Quarter | $0.03 | | 4th Quarter | $0.05 | | **Total** | **$0.11** | - A dividend of **$0.15 per share** for Q4 2022 was declared and paid to shareholders on March 28, 2023[458](index=458&type=chunk) [Additional Information](index=74&type=section&id=ITEM%2010.%20ADDITIONAL%20INFORMATION) This section details the company's corporate structure, shareholder rights agreement, and favorable tax status in Bermuda and the U.S - The company has a Shareholder Rights Agreement (poison pill) that becomes exercisable if a person or group acquires **15% or more** of the company's common shares without Board approval[486](index=486&type=chunk)[487](index=487&type=chunk) - As a Bermuda-exempted company, NAT is **not subject to Bermuda income, profits, or capital gains tax** and has received an assurance this status will be maintained until March 31, 2035[517](index=517&type=chunk) - The company believes it qualifies for the exemption under **Section 883** of the U.S. Internal Revenue Code, making its U.S.-source shipping income exempt from U.S. federal income tax[525](index=525&type=chunk)[530](index=530&type=chunk) - The company believes it has not been a Passive Foreign Investment Company (PFIC) for taxable years after 2004 and does not anticipate becoming one[549](index=549&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=90&type=section&id=ITEM%2011.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) The company is primarily exposed to interest rate risk from variable-rate debt and spot market risk from its vessel chartering strategy - The company is exposed to interest rate risk from its variable-rate borrowings; a **100 basis point increase in LIBOR** would have increased interest expense by approximately **$3.1 million** for 2022[582](index=582&type=chunk)[584](index=584&type=chunk) - The company is exposed to spot market risk; a **$1,000 per day per vessel decrease** in the spot market rate would have decreased 2022 voyage revenue by an estimated **$6.8 million**[585](index=585&type=chunk)[586](index=586&type=chunk) PART II [Controls and Procedures](index=91&type=section&id=ITEM%2015.%20CONTROLS%20AND%20PROCEDURES) Management concluded that disclosure controls and internal control over financial reporting were effective, and a prior-year material weakness was successfully remediated - Management concluded that the company's **disclosure controls and procedures were effective** as of December 31, 2022[592](index=592&type=chunk) - Based on the COSO framework, management concluded that the company's **internal control over financial reporting was effective** as of December 31, 2022, which was confirmed by KPMG AS[596](index=596&type=chunk)[597](index=597&type=chunk) - The company successfully **remediated the material weakness** identified in its 2021 annual report, which related to controls over a manual journal entry in the consolidation process[599](index=599&type=chunk)[600](index=600&type=chunk) [Other Information (Items 16A-16I)](index=93&type=section&id=ITEM%2016A-I) This section covers governance topics, including the designation of a financial expert, accountant fees, and reliance on home country governance practices - The Board of Directors has designated Ms. Chu as the **"audit committee financial expert"**[602](index=602&type=chunk) Principal Accountant Fees (KPMG AS) | Fiscal Year | Audit Fees | | :--- | :--- | | 2022 | $836,921 | | 2021 | $886,650 | - The company's corporate governance practices differ from NYSE standards, including having an **audit committee with only one member** and lacking a nominating/corporate governance committee[615](index=615&type=chunk) PART III [Financial Statements](index=94&type=section&id=ITEM%2018.%20FINANCIAL%20STATEMENTS) This section presents the audited consolidated financial statements for the three years ended December 31, 2022, showing a return to profitability Consolidated Statement of Operations Highlights | Metric (USD '000) | 2022 | 2021 | 2020 | | :--- | :--- | :--- | :--- | | Voyage Revenues | 339,340 | 191,075 | 354,619 | | Net Operating Income (Loss) | 41,867 | (144,463) | 81,227 | | Net Income (Loss) | 15,101 | (171,328) | 50,033 | | Basic and Diluted EPS | 0.07 | (1.05) | 0.34 | Consolidated Balance Sheet Highlights | Metric (USD '000) | Dec 31, 2022 | Dec 31, 2021 | | :--- | :--- | :--- | | Total Current Assets | 142,662 | 107,108 | | Vessels, Net | 735,134 | 715,263 | | Total Assets | 879,883 | 851,152 | | Total Current Liabilities | 72,414 | 67,645 | | Long-Term Debt | 266,337 | 283,411 | | Total Shareholders' Equity | 539,982 | 498,223 | Consolidated Statement of Cash Flows Highlights | Metric (USD '000) | 2022 | 2021 | 2020 | | :--- | :--- | :--- | :--- | | Net Cash from Operating Activities | 24,134 | (44,458) | 110,944 | | Net Cash from Investing Activities | (14,343) | (3,465) | (17,476) | | Net Cash from Financing Activities | 9,005 | 30,513 | (93,075) | [Exhibits](index=95&type=section&id=ITEM%2019.%20EXHIBITS) This section lists all exhibits filed with the annual report, including organizational documents, agreements, and required CEO and CFO certifications