SFL Corp Ltd. (SFL)

Overview

We have established ourselves as a leading international maritime asset-owning company with a large and diverse asset base across the maritime and offshore industries. A full fleet list is provided in “Item 4. Information on the Company – D. Property, Plants and Equipment” showing the assets that we currently own and charter to our customers.

Fleet Development

The following table summarizes the development of our active fleet of vessels and rigs, including four chartered-in container vessels that are included in our associated companies and six container vessels and seven car carriers financed through sale and leaseback transactions.

Between January 1, 2026 and March 16, 2026, we sold and delivered the Suezmax tanker, SFL Thelon, to an unrelated third party. The vessel was delivered to its new owners in February 2026.

Factors Affecting Our Current and Future Results

Principal factors that have affected our current results, or are expected to affect our future results of operations and financial position, include:

•the earnings of our vessels under time charters or rigs under drilling contracts, including Maersk, Hapag Lloyd, Trafigura, ConocoPhillips, Volkswagen and other charterers;

•the earnings of our vessels under short term charter or trading in the spot market impacted by freight market conditions;

•the amount we receive under the profit sharing arrangements on fuel cost savings with Maersk and Eukor;

•the earnings and expenses related to any additional vessels that we acquire;

•earnings from the sale of assets and termination of charters;

•vessel management fees and operating expenses;

•vessel impairments;

•administrative expenses;

•interest expenses;

•mark-to-market movements on investment in equity securities; and

•mark-to-market movements on derivative financial instruments.

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Revenues

Since our incorporation in 2003 and public listing in 2004, we have increased our customer base from one to more than 10 customers. In addition, Golden Ocean is no longer a customer, since July 2025, when we sold and delivered eight Capesize dry bulk carriers to them, following exercise of the applicable purchase options in the charter contracts.

As of December 31, 2025, our revenue is mainly generated from:

•15 container vessels on time charters to Maersk accounted for 26% of our consolidated operating revenues (December 31, 2024: 23%, 14 container vessels).

•Four car carriers on time charter to Volkswagen accounted for 9% of our consolidated operating revenues (December 31, 2024: 8%, four car carriers).

•Seven tanker vessels on time charter to Trafigura accounted for 8% of our consolidated operating revenues (December 31, 2024: 7%, seven tanker vessels).

•Six container vessels on time charter to Hapag Lloyd accounted for 15% of our consolidated operating revenues (December 31, 2024: 6%, six container vessels).

•One jack-up drilling rig on drilling contract revenue with ConocoPhillips accounted for 13% of our consolidated operating revenues (December 31, 2024: 7%, one jack-up drilling rig).

Our revenues arise primarily from our long-term, fixed-rate charters and as shown in Results of Operations below. Our income is derived from time charter income as well as drilling contract revenues, voyage charter and pool income.

Our future earnings depend on the continuation of existing charter arrangements and our ability to secure new charters, and may be materially affected by vessel sales or counterparty defaults under our charter agreements. Please also see Item 3. Key Information—D. Risk Factors.

We have two Suezmax tankers and two dry bulk carriers trading in the spot or short-term time charter market, and, where the effects of seasonality may affect the earnings of these vessels. We also have one chemical tanker trading in a pool alongside similar third party owned vessels.

We have revenue under profit sharing agreements with two of our charterers, Maersk and Eukor. We have an arrangement for seven container vessels on charter to Maersk and one car carrier on charter to Eukor, whereby we are entitled to a share of the fuel savings dependent on the price difference between IMO compliant fuel and IMO non-compliant fuel.

Vessel and Rig Management and Operating Expenses

We outsource the technical management for our vessels and we pay operating expenses as they are incurred. Operating expenses include mainly crew costs, repairs and maintenance, spares and supplies, insurance, management fees and drydocking. Our four chartered-in container vessels that are included in our associated companies are employed on bareboat charters, where the charterer pays all operating expenses, including maintenance, drydocking and insurance.

In addition, we engage Odfjell Technology Ltd. and Odfjell Drilling Ltd. or collectively Odfjell, for the operational management of our two drilling rigs, Linus and Hercules, respectively. We pay Odfjell a management fee and provide funding for the rigs' running costs as they are incurred.

Vessel and Rig Impairments

The vessels and rigs held and used by us are reviewed for impairment on a quarterly basis and whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable, an impairment charge is recognized if the estimate of future undiscounted cash flows expected to result from the use of the vessel or rig and its eventual disposal is less than its carrying amount.

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Administrative Expenses

Administrative expenses consist of general corporate overhead expenses, including personnel costs, property costs, legal and professional fees, and other administrative expenses. Personnel costs include, among other things, salaries, pension costs, fringe benefits, travel costs and health insurance. We have entered into administrative services agreements with Frontline Management (Cyprus) Ltd., previously named Frontline Management (Bermuda) Ltd. or Frontline Management, Seatankers, Front Ocean Management AS and Front Ocean Management Ltd. or collectively Front Ocean, under which they provide us with certain administrative support services, and we have agreed to reimburse them for reasonable third party costs, if any, advanced on our behalf. Some of the compensation paid to Frontline Management, Seatankers and Front Ocean is based on cost sharing for the services rendered, based on actual incurred costs plus a margin.

Our Chief Information Security Officer, or CISO, who is employed by Front Ocean, a related party, is responsible for assessing and managing cybersecurity threats, reporting cybersecurity updates and reporting to the Board material cybersecurity incidents. For more information on our cybersecurity risk management and strategy, please see “Item 16K. Cybersecurity”.

Mark-to-Market Movements on derivative financial instruments

In order to hedge against fluctuations in interest rates, we have entered into interest rate swaps which effectively fix the interest payable on a portion of our floating rate debt. We have also entered into interest/currency swaps in order to fix both the interest and exchange rates applicable to the payment of interest and eventual settlement on our floating rate NOK bonds. Although the intention is to hold such financial instruments until maturity, U.S. GAAP requires us to record them at fair value in our financial statements. Adjustments to the mark-to-market valuation of these derivative financial instruments, which are caused by variations in interest and exchange rates, are reflected in results of operations and other comprehensive income. Accordingly, our financial results may be affected by fluctuations in interest and exchange rates.

Mark-to-Market Movements on investment in equity securities

We hold investments in shares consisting of 1.3 million shares in NorAm Drilling with a fair value of $4.1 million, trading on the Euronext Growth facility in Oslo. Upon the adoption of ASU 2016-01 from January 2018, we recognize any changes in the fair value of these equity investments in the statement of operations.

Interest Expenses

Other than the interest expense associated with our senior unsecured sustainability-linked bonds, and our senior unsecured NOK bonds, the amount of our interest expense will be dependent on our overall borrowing levels and may significantly increase when we acquire vessels or on the delivery of newbuildings. Interest incurred during the construction of a newbuilding is capitalized in the cost of the newbuilding. Interest expense may also change with prevailing interest rates, although the effect of these changes may be reduced by interest rate swaps or other derivative instruments that we enter into.

Equity in earnings of associated companies

In the year ended December 31, 2025 and December 31, 2024, we earned income from our 49.9% investment in River Box Holding Inc. or River Box, which has been accounted for using the equity method.

In the year ended December 31, 2025, income from River Box amounted to $6.9 million (December 31, 2024: $7.4 million). In 2024, income from River Box accounted for 6% of our net income. A net loss was incurred for the year ended December 31, 2025.

For information regarding various market risks, including interest rates and foreign currency fluctuations, please see “Item 11. Quantitative and Qualitative Disclosures About Market Risk”.

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Results of Operations

Year ended December 31, 2025, compared with year ended December 31, 2024

Net loss for the year ended December 31, 2025, was $26.4 million compared to a net profit of $130.7 million for the year ended December 31, 2024.

Operating revenues

Total operating revenues decreased by 18.9% in the year ended December 31, 2025, compared with the year ended December 31, 2024.

Sales-type leases interest income

In the year ended December 31, 2025, sales-type leases interest income arose on seven container vessels on long-term charters to MSC, all of which were sold between June and July 2025. In the year ended December 31, 2024, we had sales-type leases interest income on nine container vessels on long-term charters to MSC, two of which were sold in March 2024.

In general, sales-type leases interest income reduces over the terms of our leases. A greater proportion of rental payment is treated as repayment of investment in the lease or loan and progressively, as the capital is repaid, interest payments by the applicable lessee decreases. The $1.5 million decrease in sales-type leases interest income from 2024 to 2025 is mainly a result of the disposals of two container vessels during 2024 and the remaining seven container vessels during 2025.

Profit sharing revenues

We had a profit sharing arrangement related to the eight Capesize dry bulk vessels on charter to a subsidiary of Golden Ocean, until their disposal in July 2025, whereby we earned a 33% profit share above the base charter rates, calculated and paid on a quarterly basis. In the year ended December 31, 2025, we recorded a profit share revenue of $0.6 million under this arrangement (2024: $6.4 million). The decrease is attributable to less favorable rates in 2025 for the Capesize dry bulk vessels and their disposal in July 2025.

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In the year ended December 31, 2025, we recorded $5.0 million from fuel saving arrangements relating to seven container vessels on charter to Maersk, following the installation of scrubbers and one scrubber-fitted car carrier on charter to Eukor (2024: $10.3 million). We have an arrangement for these vessels whereby it is entitled to a share of the fuel savings dependent on the price difference between IMO compliant fuel and IMO non-compliant fuel.

Time charter revenues

During 2025, time charter revenues were earned by 22 container vessels, seven car carriers, 15 dry bulk carriers, seven Suezmax tankers, nine product tankers and one chemical tanker. The $17.2 million decrease in time charter revenues in 2025 compared with 2024, was mainly the result of vessel additions and disposals. We acquired and took delivery of one chemical tanker and three product tankers between June 2024 and October 2024 and two newbuilding car carriers in January and March 2024. We also sold and delivered two container vessels between December 2024 and May 2025, eight Capesize dry bulk carriers in July 2025, five Supramax dry bulk carriers between April and September 2025 and one Suezmax tanker in December 2025.

Voyage charter and pool revenues

During 2025 and 2024, voyage charter and pool revenues were earned by seven dry bulk carriers which are sometimes chartered on a voyage-by-voyage basis and one chemical tanker which was delivered in August 2024 and commenced trading in a pool. The $4.2 million decrease in voyage charter and pool revenues in 2025 compared to 2024, was mainly due to the sale of five Supramax dry bulk carriers between April and September 2025. This decrease was slightly offset by pool revenue earned from the delivery of the chemical tanker from August 2024.

Drilling contract revenues

In the years ended December 31, 2025 and December 31, 2024, we earned drilling contract revenues from our two drilling rigs. The drilling rig Linus has been operational with ConocoPhillips, since its redelivery from Seadrill in September 2022. In May 2024, Linus underwent its second SPS which lasted until the end of July 2024. The drilling rig Hercules has been contracted on a short-term basis, since its redelivery from Seadrill to SFL in December 2022. Hercules was operating under a drilling contract with Galp Energia in Namibia until May 2024. Hercules then completed another drilling contract with Equinor in Canada from July 2024 until October 2024. Drilling contract revenues decreased by 59% in 2025, compared to 2024, mainly because the drilling rig Hercules was warm stacked in Norway.

(Loss)/Gain on sale of assets and settlement of charters, net

In the year ended December 31, 2025, a net loss of $7.2 million was recorded arising from the disposal of one 1,700 TEU container vessel, five 57,000 dwt Supramax dry bulk vessels, eight 180,000 dwt Capesize dry bulk vessels, seven 4,100 TEU container vessels which were previously accounted for as sales-type leases and one Suezmax tanker, net of settlement compensation paid for two Suezmax tankers to release their charters.

In the year ended December 31, 2024, a net gain of $5.4 million was recorded arising from the disposal of the 1,700 TEU container vessel, Green Ace, and the two 5,800 TEU container vessels, MSC Margarita and MSC Vidhi.

Operating expenses

Vessel operating expenses include operating and occasional voyage expenses for the container vessels, dry bulk carriers, Suezmax, product and chemical tankers and car carriers operated on a time charter basis and managed by related and unrelated parties. Vessel operating expenses also include voyage expenses from our six dry bulk carriers operating in the spot market in the year ended December 31, 2025. In addition, vessel operating expenses include predelivery and drydocking costs and payments to Golden Ocean of $7,000 per day for each vessel chartered to them, in accordance with the vessel management agreements, until their disposal in July 2025.

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Vessel and rig operating expenses decreased by $41.5 million in the year ended December 31, 2025, compared to 2024. This was mainly driven by the decrease in operating costs for the drilling rig Hercules which was warm stacked in Norway in 2025. During 2024, Hercules was operating under a drilling contract with Galp Energia in Namibia until May 2024 and then another drilling contract with Equinor in Canada from July 2024 until October 2024. In addition, we sold and delivered one container vessel in December 2024, 13 dry bulk carriers between April and September 2025, one container vessel in May 2025 and one Suezmax tanker in December 2025. This was slightly offset by an increase in dry docking costs in 2025 and also due to the acquisition of vessels. We acquired three product tankers and two chemical tankers between June 2024 and October 2024 and two newbuilding car carriers in January 2024 and March 2024.

Depreciation expenses relate to vessels and rigs owned by us or vessels chartered-in under finance leases, that are not accounted for as investments in sales-type leases. The decrease in depreciation of $4.2 million for 2025, compared to the same period in 2024, was mainly due to the sale of two container vessels in December 2024 and May 2025, 13 dry bulk carriers between April and September 2025 and one Suezmax tanker in December 2025. The decrease was partially offset by the acquisition of three product tankers and two chemical tankers between June 2024 and October 2024 and two newbuilding car carriers in January and March 2024, as well as due to capitalized SPS costs and capital upgrades for the rigs, Hercules and Linus in 2024.

In the year ended December 31, 2025, we recorded an impairment charge of $26.7 million on five 57,000 dwt Supramax dry bulk carriers, which were sold during 2025 and a further $7.4 million on two 82,000 dwt Kamsarmax dry bulk carriers, based on estimated fair value of the vessels using a market approach. No impairment charge was recorded in the year ended December 31, 2024.

The $2.2 million decrease in administrative expenses for 2025, compared with 2024, is mainly due to decreased professional and legal fees arising from the business activities such as vessel acquisitions and financing, as well as legal fees arising from the Seadrill court case. For more information, please see “Item 8.A. - Legal Proceedings”. In addition, there was a slight decrease in marketing and investor relations costs.

Interest income

Total interest income increased to $14.8 million in the year ended December 31, 2025, comparing to $13.8 million in the year ended December 31, 2024, mainly due to higher interest received on bank and short-term deposits.

Interest expense

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As of December 31, 2025, we, including our consolidated subsidiaries, had total debt principal outstanding of $2.6 billion (December 31, 2024: $2.9 billion). There were no finance lease obligations at December 31, 2025 and December 31, 2024, as during the year ended December 31, 2024, we exercised purchase options and took redelivery of the seven vessels with associated finance lease liabilities.

Interest expense for 2025 was $180.5 million compared with $183.0 million for 2024. The decrease in interest expense in the year ended December 31, 2025, compared with the same period in 2024, is mainly due to the decrease in overall debt and the decrease in interest rates. The daily SOFR rate was an average of 4.24% in the year ended December 31, 2025, compared to 5.15% in 2024. Changes in interest related to the bonds are due to changes in foreign currency exchange rate, new bond issuances, repayments and redemptions.

As of December 31, 2025, we, and our consolidated subsidiaries were party to interest rate and currency swap contracts, which effectively fix our interest rates on $0.8 billion (2024: $0.5 billion) of floating rate debt. The decrease in swap interest income is primarily due to fluctuations in average SOFR and NIBOR rates.

The above finance lease interest expense during the year ended December 31, 2024 represents the interest portion of our finance lease obligations on seven vessels under a sale and leaseback transaction with an Asia based financial institution. During the year ended December 31, 2024, we exercised the applicable purchase options and these seven vessels were redelivered to us. In the year ended December 31, 2025, there is no interest expense on our finance lease obligations, due to the above purchase option exercised in 2024.

Other non-operating items

The loss on investments in debt and equity securities in the year ended December 31, 2025, relates to a mark to market loss of $0.0 million from the NorAm Drilling shares (2024: $0.9 million).

During the year ended December 31, 2025, Other financial items, net amounted to a gain of $2.2 million compared to a gain of $1.8 million in the year ended December 31, 2024. This movement is mainly affected by a total net cash inflow on non-designated derivatives and swap settlements of $3.2 million, compared to an inflow of $5.0 million in 2024, a loss on purchase of bonds and debt extinguishment of $0.1 million comparing to a loss of $1.3 million in 2024 and dividends received from NorAm Drilling of $0.5 million in 2025, compared to $0.6 million in 2024. The remaining movements are mainly due to changes in credit loss provision and exchange rate differences.

As reported above, certain assets were accounted for under the equity method in 2025 and 2024. Their non-operating expenses, including net interest expenses, are not included above, but are reflected in “equity in earnings of associated companies” under “Results of Operations” below.

Equity in earnings of associated companies

River Box holds investments in direct financing leases, through its subsidiaries, related to the 19,200 and 19,400 TEU containerships MSC Anna, MSC Viviana, MSC Erica and MSC Reef. We hold 49.9% ownership in River Box and is accounted for under the equity method. The remaining 50.1% of the shares of River Box are held by a subsidiary of Hemen, our largest shareholder and a related party. The net income of the River Box group is reflected in “Equity in earnings of associated companies”. The total equity in earnings of associated companies in the year ended December 31, 2025 was $2.4 million (December 31, 2024: $2.8 million).

Tax expense

In the year ended December 31, 2025, we recorded a tax expense of $1.9 million in relation to the operations of our drilling rigs, Hercules and Linus, compared to $10.6 million in the year ended December 31, 2024. The decrease in tax in 2025, comparing to the same period in 2024, was primarily driven by a reduction in the operations of the drilling rig Hercules, since the rig was warm stacked, seeking employment opportunities.

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For the discussion of our operating results in 2024 compared with 2023, we refer to "Item 5. Operating and Financial Review and Prospects" included in our annual report on Form 20-F for the year ended December 31, 2024, which was filed with the Commission on March 17, 2025.

B. LIQUIDITY AND CAPITAL RESOURCES

We operate in a capital intensive industry. Our asset acquisitions are financed through a combination of our own equity, term loans, lease financing and revolving credit facilities from commercial banks. Providers of such borrowings generally require that the loans be secured by mortgages against the assets being acquired, and as of December 31, 2025, substantially all of our vessels and drilling rigs are pledged as security or are held as lease debt financing. However, in common with many other companies, we also have unsecured borrowings as shown below. Providers of unsecured financing do so on the basis of our assets and liabilities, cash flows, operating results and other factors, all of which affect the terms on which such unsecured financing is available. In general, unsecured financing is more expensive than borrowings secured against collateral.

Our liquidity requirements relate to servicing our debt, funding the equity portion of investments in vessels, funding working capital requirements and maintaining cash reserves against fluctuations in operating cash flows. Revenues from our time charters, bareboat charters and drilling contracts are received approximately 15 days in advance, monthly in advance, or monthly in arrears.

Our funding and treasury activities are conducted within corporate policies designed to maximize investment returns while maintaining appropriate liquidity for both our short and long-term needs. This includes arranging borrowing facilities on a cost-effective basis. We primarily hold cash and cash equivalents in U.S. dollars, with minimal amounts held in Norwegian kroner, Pound Sterling, Euro and Singaporean dollars.

Surplus funds may be deployed to acquire equity or debt interests in other companies or to repurchase portions of our outstanding bonds, with the aim of generating competitive returns. These investments may also be supported by dedicated credit facilities arranged specifically for this purpose.

Our short-term liquidity requirements relate to servicing our debt and funding working capital requirements, including required payments under our management agreements and administrative services agreements. Sources of short-term liquidity include cash balances, short-term investments, available amounts under revolving credit facilities and receipts from our charters.

A significant portion of the our outstanding debt and finance lease liabilities are coming due within one year of March 16, 2026 for which we have initiated discussions and negotiations with financial institutions regarding the refinancing of credit facilities maturing in 2026 and early 2027. Given our extensive history and successful track record in obtaining financing and refinancing, we believe that we will be able to secure the necessary refinancing for all such facilities before their maturity dates. Additionally, we anticipate that the cash flow generated from our charters will be adequate to meet our anticipated debt service obligations and working capital needs in the short and medium term. However no assurance can be given that all such facilities will be timely refinanced on acceptable terms. See also “Item 3. Key Information—D. Risk Factors”.

Our long-term liquidity requirements include funding the equity portion of investments in new vessels, and repayment of long-term debt balances, including those relating to loan and lease debt financing agreements of us and our consolidated subsidiaries as of December 31, 2025 are detailed in Note 20: Short-Term and Long-Term Debt, and summarized below in borrowings.

In March 2026, we repaid in full the $150.0 million senior secured term loan facility secured by the jack-up drilling rig Linus. The outstanding balance under the facility as of December 31, 2025 was $145.9 million. Also in March 2026, we fully drew down a $150.0 million three-year senior secured revolving credit facility secured by Linus, which was entered into in February 2026 as part of the refinancing.

The main security provided under the secured credit facilities include (i) guarantees from subsidiaries, as well as instances where we guarantee all or part of the loans, (ii) a first priority pledge over all shares of the relevant asset owning subsidiaries and (iii) a first priority mortgage over the relevant collateral assets which includes substantially all of the vessels and the drilling rigs that are currently owned by us as of December 31, 2025, excluding two Kamsarmax dry bulk carriers and one drilling rig.

Refer to "Contractual Commitments" section further below for details of material contractual commitments as of December 31, 2025.

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As of December 31, 2025, we had cash and cash equivalents of $150.8 million (2024: $134.6 million). In the year ended December 31, 2025, we generated cash of $267.1 million net from operating activities, generated $188.1 million net in investing activities and used $439.0 million net in financing activities.

Cash flows provided by operating activities for 2025 decreased from $369.9 million in 2024 to $267.1 million, mainly due to changes in total operating income received and the timing of charter hire and trade and other receivables.

Investing activities generated cash of $188.1 million in 2025, compared to cash used of $617.5 million in 2024. The shift to net cash provided by investing activities in 2025, compared to cash used in 2024, is primarily attributable to higher proceeds from vessel sales, as well as lower spending on vessel acquisitions, capital improvements, newbuilding installments and deposits. In 2025, cash outflows totaling $70.5 million mainly consisted of capital upgrades relating to 17 container vessels, six tankers and one car carrier, as well as capital upgrades for Hercules and Linus. In 2024, there was an outflow of $644.9 million arising from the purchase of three LR2 product tankers and two chemical tankers, newbuilding installments for two car carriers which were delivered in 2024 and five container vessels under construction, capital upgrades for Hercules and costs incurred for the SPS and capital upgrades for Linus. Additionally, there was an increase in cash inflows from vessel sales. In 2025, $258.6 million was received from the sale of eight container vessels, 13 dry bulk carriers, and one tanker compared to a cash inflow of $22.7 million from the sale of three container vessels in 2024.

Net cash used in financing activities in 2025 was $439.0 million, compared to net cash provided of $216.7 million in 2024. The change was primarily driven by lower debt proceeds, which totaled $244.0 million, compared to $1,398.4 million in 2024. Debt repayments were $527.3 million in 2025, compared to $556.7 million in 2024. Additionally, in 2025 there was a cash outflow of $10.0 million for the repurchase of Company shares, whereas 2024 included a cash inflow of $96.3 million generated from the issuance of 8,000,000 common shares at a public offering. Cash outflows also included $11.1 million from bond repurchases and $6.3 million from the settlement of NOK swaps (net of collateral repaid) in 2025, compared to $133.1 million and $16.5 million, respectively, in 2024. Furthermore, there were no payments made for finance lease liabilities in 2025, compared to $419.3 million in 2024. The decrease in payments was due to the our exercise of purchase options on all vessels under a finance lease in 2024, which were subsequently refinanced with term loans.

During 2025, we paid four dividends totaling $0.94 per common share (2024: four dividends totaling $1.07 per common share), or a total of $125.1 million (2024: $138.5 million). All dividends paid in 2025 and 2024 were cash payments. Please see “Item 8. Financial Information—A. Consolidated Statement and Other Financial Information—Dividend Policy”. Since 2020, we have implemented a dividend reinvestment plan or DRIP, to facilitate investments by individual and institutional shareholders who wish to invest the dividend payments received in respect of our common shares owned or other cash amounts, in our common shares on a regular basis, one time basis or otherwise. See “Item 10. Additional Information – B. Memorandum and Articles of Association” and “Note 22: Share Capital, Additional Paid-In Capital and Contributed Surplus” for further information on the DRIP.

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Borrowings

As of December 31, 2025, we had total short-term and long-term debt outstanding of $2.6 billion (December 31, 2024: $2.9 billion).

The following table presents an overall summary of our borrowings as of December 31, 2025:

(1) In addition to the Company and its consolidated subsidiaries, we also hold an equity interest in River Box, within which a 49.9% proportion of the finance lease liabilities amounted to $169.0 million.

See Note 20: Short-Term and Long-Term Debt in our audited Consolidated Financial Statements included herein for further details on our borrowing activities.

Loan Covenants

Certain of our financing agreements discussed above, have, among other things, the following financial covenants, as amended or waived, which are tested quarterly, the most stringent of which require us (on a consolidated basis) to maintain:

•a book equity ratio of minimum 0.20 to 1.0;

•a positive working capital; and

•minimum liquidity of at least $25.0 million, including undrawn credit lines with a remaining term of at least six months.

Our financing agreements discussed above have, among other things, restrictive covenants which, to the extent triggered, would restrict our ability to:

i.declare, make or pay any dividend, charge, fee or other distribution (whether in cash or in kind) on or in respect of its share capital (or any class of its share capital);

ii.pay any interest or repay any principal amount (or capitalized interest) on any debt to any of its shareholders;

iii.redeem, repurchase or repay any of its share capital or resolve to do so; or

iv.enter into any transaction or arrangement having a similar effect as described in (i) through (iii) above.

Our secured credit facilities may be secured by, among other things:

•a first priority mortgage over the relevant collateralized vessels;

•a first priority assignment of earnings, insurances and charters from the mortgaged vessels for the specific facility;

•a pledge of earnings generated by the mortgaged vessels for the specific facility; and

•a pledge of the equity interests of each vessel owning subsidiary under the specific facility.

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A violation of any of the financial covenants contained in our financing agreements described above may constitute an event of default under the relevant financing agreement, which, unless cured within the grace period set forth under the financing agreement, if applicable, or waived or modified by our lenders, provides our lenders, by notice to the borrowers, with the right to, among other things, cancel the commitments immediately, declare that all or part of the loan, together with accrued interest, and all other amounts accrued or outstanding under the agreement, be immediately due and payable, enforce any or all security under the security documents, and/or exercise any or all of the rights, remedies, powers or discretions granted to the facility agent or finance parties under the finance documents or by any applicable law or regulation or otherwise as a consequence of such event of default.

Furthermore, certain of our financing agreements contain a cross-default provision that may be triggered by a default under one of our other financing agreements. A cross-default provision means that a default on one loan would result in a default on certain of our other loans. Because of the presence of cross-default provisions in certain of our financing agreements, the refusal of any one lender under our financing agreements to grant or extend a waiver could result in certain of our indebtedness being accelerated, even if our other lenders under our financing agreements have waived covenant defaults under the respective agreements. If our secured indebtedness is accelerated in full or in part, it would be very difficult in the current financing environment for us to refinance our debt or obtain additional financing and we could lose our vessels and other assets securing our financing agreements if our lenders foreclose their liens, which would adversely affect our ability to conduct our business.

Moreover, in connection with any waivers of or amendments to our financing agreements that we have obtained, or may obtain in the future, our lenders may impose additional operating and financial restrictions on us or modify the terms of our existing financing agreements. These restrictions may further restrict our ability to, among other things, pay dividends, make capital expenditures or incur additional indebtedness, including through the issuance of guarantees. In addition, our lenders may require the payment of additional fees, require prepayment of a portion of our indebtedness to them, accelerate the amortization schedule for our indebtedness and increase the interest rates they charge us on our outstanding indebtedness.

Minimum Value Covenants

Most of our loan facilities are secured with mortgages on vessels. As of December 31, 2025, we had borrowings totaling $0.6 billion with minimum value covenants which are tested on a regular basis. These borrowings were secured against 15 vessels and one rig which had combined charter-free market values totaling approximately $1.5 billion. A reduction of 10% in charter-free market values in 2025 would not result in any material prepayments or reduction in availability on revolving credit facilities, after scheduled loan repayments and prepayments in the year.

In addition, as of December 31, 2025, we had $0.4 billion in borrowings subject to forward-starting or conditional minimum value covenants, which are tested only if the charter which the vessel is employed is terminated or nearing expiration. These borrowings were secured against 10 vessels which had combined charter-free market values totaling approximately $0.7 billion.

As of December 31, 2025, we were in compliance with all of the financial covenants contained in our financing agreements.

Debt and Lease Liabilities in Associated Companies

River Box holds investments in direct financing leases, through its subsidiaries, related to the 19,200 and 19,400 TEU containerships MSC Anna, MSC Viviana, MSC Erica and MSC Reef. We have an investment of 49.9% in River Box and the remaining 50.1% of the shares of River Box are held by a subsidiary of Hemen, our largest shareholder and a related party.

As of December 31, 2025, we hold an equity interest in River Box, within which a 49.9% proportion of the direct financing lease receivables and finance lease liabilities amounted to $206.0 million and $169.0 million respectively.

There were no outstanding bank loans in associated companies as of December 31, 2025 and December 31, 2024.

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Derivatives

We use financial instruments to reduce the risk associated with fluctuations in interest rates. As of December 31, 2025, we and our consolidated subsidiaries had entered into interest rate swap contracts with a combined notional principal amount of $0.8 billion whereby variable NIBOR or SOFR interest rates plus applicable credit adjustment spreads are swapped for fixed interest rates. The fixed interest rates, including the impact of credit adjustment spreads are between 1.19% per annum and 6.47% per annum. We also entered into currency swap contracts, related to our NOK750 million bond (due 2029) denominated in Norwegian kroner, with notional principal amounts of NOK750 million ($69.4 million) whereby variable NIBOR interest rates including additional margins are swapped for fixed interest rate. The eventual settlement of the bonds will have an effective exchange rate of NOK10.80 = $1. The overall effect of our swaps is to fix the interest rate on approximately $0.8 billion of our floating rate debt. As of December 31, 2025, the weighted average interest rate for our floating rate debt denominated in U.S. dollars and Norwegian kroner which takes into consideration the effect of our interest rate and cross currency swaps is 5.25% per annum including margin.

The effect of the above swap contracts is to substantially reduce our exposure to interest rate and exchange rate fluctuations, further analysis of which is presented in “Item 11 - Quantitative and Qualitative Disclosures about Market Risk”.

At the date of this report, we were not party to any other interest rate or currency derivative contracts.

Equity

Please see "Item 10. Additional Information - A. Share Capital" and "Note 22: Share Capital, Additional Paid-In Capital and Contributed Surplus" to our audited Consolidated Financial Statements included herein for further details on our equity activities.

Contractual Commitments

As of December 31, 2025, we had the following contractual obligations and commitments:

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(1)Interest payments are based on the existing borrowings of the consolidated subsidiaries. It is assumed that no further refinancing of existing loans takes place and that there is no repayment on revolving credit facilities. Interest rate swaps have not been included in the calculation. The interest has been calculated using the five-year U.S. dollar swap of 3.47%, the five-year NOK swap of 4.21% and the exchange rate of NOK9.65 = $1.00 as of March 11, 2026, plus agreed margins. Interest on fixed rate loans is calculated using the contracted interest rates.

(2)Interest on lease debt financing relate to interest paid on the sale and leaseback transactions through a Japanese operating lease with call option financing structures for the financing of six container vessels and seven car carriers. The transactions did not qualify as a sale and have been recorded as financing arrangements.

(3)This represents 49.9% of the finance lease liabilities and interest on finance lease liabilities within River Box in relation to four container vessels on charter to MSC.

(4)As of December 31, 2025, we had committed $24.9 million towards the installation of capital upgrades on three 9,500 TEU container vessels, one chemical tanker and one drilling rig. The installations are expected to take place in 2026.

(5)Also as of December 31, 2025, we had commitments under shipbuilding contracts to construct five newbuilding dual-fuel 16,800 TEU container vessels, totaling to $848.1 million. The vessels are expected to be delivered in 2028.

There were no other material contractual commitments as of December 31, 2025.

Our contractual obligations and commitments shown above relate to servicing our debt, funding the equity portion of investments in vessels and funding our working capital requirements. Our funding and treasury activities are conducted within corporate policies to maximize investment returns while maintaining appropriate liquidity for both our short and long-term needs.

Our short-term contractual obligations and commitments relate to servicing our debt and funding working capital requirements. Sources of short-term liquidity include cash balances, short-term investments, available amounts under revolving credit facilities and receipts from our charters. We believe that our cash flow from the charters will be sufficient to fund our anticipated debt service and working capital requirements for the short and medium term.

Our long-term liquidity requirements include funding the equity portion of investments in new vessels and repayment of long-term debt balances. We expect that we will require additional borrowings or issuances of equity in the long-term to meet our capital requirements.

C. RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES, ETC.

We do not undertake any significant expenditure on research and development, and have no significant interests in patents or licenses.

D. TREND INFORMATION

Vessel prices have fluctuated significantly over the past decade. In 2025, the newbuilding market was very active, with 2,036 ships of 151.2 million dwt and 56.4 million compensated gross tonnage ordered. The ordering, according to industry sources, follows fleet renewal requirements to ensure compliance with new regulations in addition to competition to secure yard slots as lead time for vessel deliveries are increasing. Nevertheless, the number of newbuilding orders dropped by 27% in 2025 compared to 2024, mainly as a result of the effects of U.S. trade policies, elevated newbuilding prices and continued uncertainty around fueling technology, which continue to impact contracting activity. Furthermore, the ongoing war in Iran and the unstable situation in Venezuela have increased volatility in all shipping and offshore markets, leading to larger rate fluctuations than normal. In general, market disruptions due to war or the opening of sanctioned jurisdictions could impact sailings lengths, create inefficiencies, and more, which could have material market disruptions.

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The Oil Tanker Market

The tanker market remained firm during 2025, although market conditions experienced periods of moderation during the year. Market developments were influenced by limited crude tanker fleet growth, changes in trade patterns, sanctions-related disruptions and uncertainty relating to global oil demand growth, including demand trends in China. According to industry sources, crude tanker demand is estimated to have increased by approximately 2.1% while the crude fleet grew by approximately 0.4%. In contrast, product tanker demand declined by approximately 1.8% while the product tanker fleet expanded by 5.5%. At the end of December 2025, the total tanker orderbook represented approximately 17.4% of the existing fleet.

Looking ahead, industry sources project that the trading crude tanker fleet will increase by 2.8% during 2026, while crude tanker demand is expected to grow by approximately 0.7% over the same period. Product tanker demand is forecast to increase by 1.5% in 2026, while the product tanker fleet is projected to grow by approximately 6.3%. These projections are subject to uncertainty and may be affected by factors including global economic conditions, changes in oil production levels, OPEC+ production decisions, refinery capacity developments, sanctions and other geopolitical events.

According to industry sources, average spot earnings for a 2010-built VLCC were approximately $54,200 per day during 2025, compared to approximately $33,500 per day in 2024. Suezmax tanker spot rates also saw improved market earnings, with average spot earnings for a 2010-built Suezmax at approximately $51,900 per day during 2025, compared to approximately $44,900 in 2024. In contrast, Aframax tanker spot rates experienced a slight decline, with average spot earnings for a 2010-built Aframax at approximately $42,300 per day during 2025, compared to approximately $43,100 per day in 2024.

Going forward, increased volatility in the market is expected due to the war in Iran and the potential closure of the Strait of Hormuz. Such a closure would disrupt global trade and create immediate inefficiencies which could lead to increased rate volatility. There are also safety concerns as it relates to the vessels and crew trading in the area should warfare further escalate. Long term a closure could also lower the global supply of oil, which in turn could also impact the tanker market. The sanctioned export of oil from Venezuela could also impact the market increasing the demand for vessels.

The Dry Bulk Shipping Market

During 2025, the dry bulk fleet is estimated to have increased by 3.0% in total dwt. This compares to a demand increase of 2.1% in terms of tonne miles. Looking ahead, industry sources are estimating that dry bulk global trade will expand by 1.9% during 2026, in terms of tonne-miles. Industry sources indicate that the 2.1% increase in seaborne dry bulk trade (in tonne miles) during 2025 came as a result of firm Chinese dry bulk demand. The dry bulk newbuilding orderbook stands at 12.5% of the total fleet in terms of capacity. According to industry sources, the market is expected to soften during 2026 compared to 2025, while demand growth is expected to be 1.9% alongside fleet growth of 3.5%.

According to industry sources, Capesize earnings during 2025 averaged approximately $20,700 per day, down 18% from 2024. Kamsarmax earnings during 2025 averaged approximately $12,800 per day, down 13% from 2024. Supramax earnings during 2025 averaged approximately $14,000 per day, down 4% from 2024.

The Freight Liner Market (Containerships and Car Carriers)

The container charter market experienced, according to industry sources, a positive but volatile year in 2025 as vessel availability remains tight following major impacts from rerouting of ships away from the usual Red Sea voyages. Whilst rates softened in the last three months of 2025, the charter rates continue to hold steady at historically elevated levels. Developments in the market, according to industry sources, will greatly depend on the evolving situation in Iran, the Red Sea and U.S. trade policies. The containership fleet is expected to grow by 4.5% during 2026, though risks to demand persist due to uncertain geopolitical conditions.

According to industry sources, in 2025 global container trade (TEU-miles) is estimated to have increased by 2.5%, following impact of the tariffs and containership fleet capacity expanded by approximately 7%. During 2025, several new orders were placed with the orderbook as of January 2026 standing at 649 vessels representing 4.8 million TEU, which represents 34% of TEU capacity vs existing fleet.

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The car carrier market, according to industry sources, has experienced a transitional year in 2025, marked by a correction in freight rates and softened asset prices. Despite significant geopolitical disruptions, trade volumes have exceeded expectations, supported by a surge in Chinese car exports towards the end of 2025. The car carrier fleet is estimated to have reached a capacity growth of 13% during 2025. The global deep-sea car trade is estimated to have grown by 8% to a record 32.1 million cars in 2025.

Seaborne car trade on an annualized basis has been increased by approximately 8% in 2025, excluding the seaborne car trade within Europe. The increase in seaborne car trade volumes follows an increase of 2.5% in 2024. During the fourth quarter of 2025, the total fleet stood at 889 vessels which totaled 4.9 million CEU of capacity, up 12% from the start of 2025.

The Offshore Drilling Market

The offshore drilling market has been shaped by significant volatility over the past decade, largely influenced by fluctuating oil prices and changes in exploration and development activity. The Brent crude spot price has varied between $20 per barrel in 2020 and over $100 per barrel in March 2026. These price swings have significantly impacted the viability and dynamics of offshore exploration and drilling activities.

From 2014 onward, a prolonged period of low oil prices rendered many offshore exploration projects economically unviable. This challenging market environment caused financial distress for numerous drilling rig owners and operators, with some undergoing financial restructurings. Consequently, the offshore drilling market faced reduced activity and low rig utilization for many years.

In recent years, however, the market has shown signs of recovery. Increased global demand for oil and gas, coupled with diminishing supply due to natural depletion of existing fields and prolonged underinvestment in new production, has driven oil prices higher. This has encouraged oil and gas companies to boost capital expenditures in deepwater oil prospects, spurring a resurgence in exploration and development activities and enhancing demand for offshore drilling rigs. Additionally, the market’s outlook has improved due to a shrinking supply of offshore drilling rigs.

Several older rigs have been retired and demolished, tightening supply and supporting higher utilization rates for the remaining offshore drilling fleet. Since 2020, contract dayrates and utilization rates of offshore drilling rigs has risen significantly. Offshore drilling rig utilization is currently estimated at over 90%, a notable increase from 83% in 2020. However, in the short term, the market is experiencing reduced demand for drilling rigs which has resulted in more available rigs competing for the same work lowering day rates and utilization somewhat since 2023.

The aforementioned geopolitical situation could also have a material impact on the offshore sector. Price volatility of energy sources, and, relatedly, supply given the uncertainty in Venezuela and the Strait of Hormuz could potentially lead to changes in demand for the production. This could prompt changes in the exploration and drilling sectors, and as such changing market dynamics from current trends.

Summary

The above overviews of the various sectors in which we operate are based on current market conditions. However, market developments cannot always be predicted and may differ from our current expectations. The overviews provided are based on information, data and estimates derived from industry sources available as of the date of this annual report, and there can be no assurances that such trends will continue or that any anticipated developments referenced in such section will materialize. This information, data and estimates involve a number of assumptions and limitations, are subject to risks and uncertainties, and are subject to change based on various factors. Please be cautioned not to give undue weight to such information, data and estimates. We have not independently verified any third-party information, verified that more recent information is not available and undertake no obligation to update this information unless legally obligated.

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E. CRITICAL ACCOUNTING ESTIMATES

The preparation of our consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions affecting the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of our financial statements, and the reported amounts of revenues and expenses during the reporting period. The following is a discussion of the accounting estimates we apply that are considered to involve a higher degree of estimation uncertainty. For details of all our material accounting policies, see “Note 2: Accounting Policies” to our consolidated financial statements.

Vessels, rigs and equipment

Vessels, rigs and equipment are recorded at historical cost less accumulated depreciation and, if appropriate, impairment charges. The cost of these assets less estimated residual value is depreciated on a straight-line basis over the estimated remaining economic useful life of the asset. The estimated economic useful life of our drilling rigs is 30 years and for all other vessels it is 25 years.

Impairment of vessels, rigs and equipment

Vessels and rigs held and used by us are reviewed for impairment on a quarterly basis and whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

Indicators of impairment are identified based on a combination of factors which include amongst others, where the carrying value of the vessel or rig is above the average fair values based on two external appraisals. Other factors we consider important which could affect recoverability and trigger impairment include significant underperformance relative to expected operating results, new regulations that could change the estimated useful economic lives of our vessels and rigs, and significant negative industry or economic trends. For the year ended December 31, 2025, two vessels and one drilling rig had carrying values above average fair values based on two external appraisals. See "Vessel and Rig Market Values" below.

Where impairment indicators exist, we assess recoverability of the carrying value of each vessel or rig on an individual basis by estimating the future undiscounted cash flows expected to result from the asset and eventual disposal. In addition, vessels held for sale are reported at the lower of carrying amount and fair value less estimated costs to sell.

In assessing the recoverability of carrying amounts, we must make assumptions regarding estimated future cash flows. These include assumptions about market rates, operating costs, utilization, residual values and the estimated economic useful life of these assets. In making market rate assumptions we refer to five-year and 10-year historical trends and performance, as well as any known future factors.

An impairment charge would be recognized if the estimate of future undiscounted cash flows expected to result from the use of the vessel or rig and its eventual disposal is less than its carrying amount. Any impairment loss is recorded equal to the difference between the asset's carrying value and estimated fair value.

In 2025, reviews of the carrying value of long-lived assets indicated that seven dry bulk carriers were impaired, and charges were taken against these assets. No impairment was recognized in 2024. In 2023, reviews of the carrying value of long-lived assets indicated that two chemical tankers were impaired, and charges were taken against these assets.

Vessel and rig market values

As the information used in the estimation of fair values in appraisals are obtained from various industry and other sources, our estimates of vessel and rig market values are inherently uncertain. In addition, charter-free market values are highly volatile and any estimate of market value may not be indicative of the current or future basic market value of our vessels or prices that we could achieve if we were to sell them. Moreover, we are not holding our vessels for sale, except as otherwise noted in this report. Most of our vessels and one of our rigs are currently employed under long-term charters, leases and similar arrangements. As such there is no readily available liquid market for vessels and rigs subject to these agreements and we are limited to obtaining market values free of contracts.

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As of December 31, 2025, we owned 47 vessels and two rigs. The aggregate carrying value of these 49 assets as of December 31, 2025, was $3.1 billion, as summarized in the table below. The table is presented in the context of the markets in which the vessels operate, with crude oil tankers, oil product tankers and chemical tankers grouped together under "Tanker vessels", container vessels and car carriers grouped together under "Liners" and a jack-up drilling rig and an ultra-deepwater drilling rig grouped together under "Drilling Rigs".

(1)Includes two vessels with an aggregate carrying value of $110.1 million, which exceeds their aggregate charter-free market value by $6.1 million and 15 vessels with a carrying value of $694.8 million which is $289.4 million less than their charter-free market value*.

(2)Includes two vessels with a carrying value of $29.4 million which is $4.6 million less than their charter-free market value*.

(3)Includes 28 vessels with an aggregate carrying value of $1,703.2 million, which is $853.8 million less than their charter-free market value*.

(4)Includes one jack-up drilling rig with a carrying value of $311.8 million which is $104.3 million more than its charter-free market value* and one ultra-deepwater drilling rig with a carrying value of $273.2 million, which is $26.8 million less than its charter-free market value*.

*The charter-free market value figures provided are based on the average of two independent broker appraisals and represents their estimate of the fair market value of the vessel or rig.

The above aggregate carrying value of $3.1 billion as of December 31, 2025 excludes the chartered-in container vessels, MSC Anna, MSC Viviana, MSC Erica and MSC Reef in our associated companies.

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ITEM 6.    DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A. DIRECTORS AND SENIOR MANAGEMENT

The following table sets forth information regarding our directors and officers including the Chief Executive Officer and the Chief Financial Officer of our wholly-owned subsidiary SFL Management AS, who are responsible for overseeing our management.

Under our constituent documents, we are required to have at least one independent director on our Board of Directors whose consent will be required to file for bankruptcy, liquidate or dissolve, merge or sell all or substantially all of our assets.

Certain biographical information about each of our directors and officers is set forth below.

James O'Shaughnessy has been a Director of the Company since September 2018. Mr. O'Shaughnessy served as an Executive Vice President, Chief Accounting Officer and Corporate Controller of Axis Capital Holdings Limited up to March 26, 2019. Prior to that Mr. O'Shaughnessy has amongst others served as Chief Financial Officer of Flagstone Reinsurance Holdings and as Chief Accounting Officer and Senior Vice President of Scottish Re Group Ltd., and Chief Financial Officer of XL Re Ltd. at XL Group plc. Mr. O'Shaughnessy received a Bachelor of Commerce degree from University College, Cork, Ireland and is both a Fellow of the Institute of Chartered Accountants of Ireland, an Associate Member of the Chartered Insurance Institute of the United Kingdom and a Chartered Director. In addition to the Company, Mr. O'Shaughnessy serves as a director and a member of the audit committee of Frontline, Archer Limited and various insurance entities.

Kathrine Astrup Fredriksen has been a Director of the Company since February 2020. Ms. Fredriksen has served as a board member of Norwegian Property ASA since 2016 and MOWI ASA since June 2022. Ms. Fredriksen is currently employed by Seatankers Services (UK) LLP and has previously served on the boards of various entities operating in the shipping and drilling industries. Ms. Fredriksen was educated at the European Business School in London.

Gary Vogel has been a Director of the Company since December 2016. Mr. Vogel’s career in international shipping has spanned over 36 years. From 2015 to 2024 he served as Chief Executive Officer and a Director of Eagle Bulk Shipping Inc. (NYSE: EGLE), a U.S. listed owner and operator of geared dry bulk vessels. From 2000 to 2015, Mr. Vogel held various positions in Clipper Group Ltd., lastly as Chief Executive Officer. Mr. Vogel currently serves as a Director of Pangaea Logistics Solutions (Nasdaq: PANL), a position he has held since January 2025. He graduated from the U.S. Merchant Marine Academy with a degree in Marine Transportation as well as a U.S. Coast Guard Unlimited Tonnage 3rd Officers License. Subsequently, he served as an officer in the U.S. Naval Reserve.

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Keesjan Cordia has been a Director of the Company since September 2018. Mr. Cordia is a private investor with a background in Economics and Business Administration. Mr. Cordia holds several board and advisory board positions in the oil and gas industry, among which he is a board member of Workships group B.V (2006), Combifloat B.V (2013) and Kerrco Inc (2017). From 2006 to 2014 he was CEO at Seafox (Offshore Services). Mr. Cordia is founder and Managing Partner of Invaco Management B.V., an investment firm based in Amsterdam.

Will Homan-Russell has been a Director of the Company since July 2022. Mr. Homan-Russell is an experienced professional investor in the maritime sector, currently serving as Chief Investment Officer of UK-based WMC Capital Ltd., where he cofounded Albemarle Shipping Fund. From 2003 to 2018 he worked for Tufton Oceanic Limited, a fund management company specializing on investments in the maritime and energy sectors. Mr. Homan-Russell holds an MA in Mathematics from Oxford University and an MSc. in Finance from London Business School.

Jan Erik Klepsland has been a Director of the Company since August 2025. Mr. Klepsland is an Investment Director in Seatankers Management Norway AS, an entity related to Hemen Holding Limited, SFL’s largest shareholder, where he oversees and manages various public and private investments predominantly within shipping and oil services. Prior to joining Seatankers in August 2020, he held the position as Partner at ABG Sundal Collier. Mr. Klepsland holds a MSc in Finance from Norwegian School of Economics (NHH). He also serves as a director of Archer Ltd, Noram Drilling AS, Fortis Shipping AS and Northern Ocean Ltd.

Ole B. Hjertaker has been a Director of the Company since October 2019. Mr. Hjertaker has served as Chief Executive Officer of SFL Management AS since July 2009, prior to which he served as Chief Financial Officer from September 2006. Prior to joining SFL, Mr. Hjertaker was employed in the Corporate Finance division of DNB Markets, a leading shipping and offshore bank. Mr. Hjertaker has extensive corporate and investment banking experience, mainly within the maritime/transportation industries, and holds a Master of Science degree from the Norwegian School of Economics and Business Administration. Mr. Hjertaker also serves as a chairman of NorAm Drilling and has previously been on the board of Frontline.

Aksel C. Olesen has been the Chief Financial Officer of SFL Management AS since January 2019. Prior to joining SFL Management AS, he spent 12 years at Pareto Securities where he worked in various positions in the firm’s investment banking division, including as Head of Investment Banking Asia in Singapore from 2011 to 2014 and most recent as Head of Shipping and Offshore Project Finance. Mr. Olesen started his career working for the shipping company Kristian Jebsens Rederi as part of the legal, business development and finance team. Mr. Olesen holds a Master of Law degree from the University of Bergen.

B. COMPENSATION

During the year ended December 31, 2025, we paid to our directors and officers aggregate cash compensation of $2.2 million, including an aggregate amount of $0.05 million for pension and retirement benefits. We reimburse directors for reasonable out of pocket expenses incurred by them in connection with their service to us. In addition to cash compensation, during 2025 we also recognized a net expense of $0.8 million relating to directors' and officers' stock options.

We are providing disclosure on an aggregate basis, as disclosure of compensation on an individual basis is not required under Bermuda law and is not otherwise publicly disclosed by us.

C. BOARD PRACTICES

In accordance with our Bye-laws, the number of directors shall be such number not less than two as we may by Ordinary Resolution determine from time to time, and each director shall hold office until the next annual general meeting following his election or until his successor is elected. We currently have seven directors.

Our officers are elected by our Board of Directors immediately following each Annual General Meeting and shall hold office for such period and on such terms as the Board of Directors may determine.

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Audit Committee

We currently have an Audit Committee, which is responsible for overseeing the quality and integrity of our financial statements and our accounting, auditing and financial reporting practices, our compliance with legal and regulatory requirements, the independent auditor's qualifications, independence and performance, and our internal audit function. James O'Shaughnessy and Will Homan-Russell are members of the Audit Committee. James O'Shaughnessy is the Chairperson of the Audit Committee and the Audit Committee Financial Expert. We have determined that a director may sit on the board of three or more other companies' audit committees and such simultaneous service would not impair the ability of such member to effectively serve on the Board or Audit Committee of our Company. For more information, please see “Item 6.A. - Directors and Senior Management”.

Compensation Committee

We currently have a Compensation Committee, which is responsible for establishing and reviewing the executive officers' and managements’ compensation and benefits. James O'Shaughnessy, Gary Vogel and Will Homan-Russell are members of the Compensation Committee.

Nominating and Corporate Governance Committee

We established a Nominating and Corporate Governance Committee in June 2024, which is responsible for identifying, reviewing and recommending board member, committee and executive management appointments as well as oversee corporate governance matters. James O'Shaughnessy, Kathrine A. Fredriksen and Gary Vogel are members of the Nominating and Corporate Governance Committee.

ESG Committee

We established the Environmental, Social and Governance Committee, or the ESG Committee, in June 2024 to oversee our sustainability initiatives. The ESG Committee is responsible for managing ESG-related risks and ensuring our policies, programs, reporting, and practices align with its sustainability commitments. Kathrine A. Fredriksen, Keesjan Cordia and Will Homan-Russell are members of the ESG Committee.

As a foreign private issuer, we are exempt from certain requirements of the NYSE that are applicable to U.S. listed companies. For a listing and further discussion of how our corporate governance practices differ from those required of U.S. companies listed on the NYSE, please see Item 16G or visit the corporate governance section of our website at www.sflcorp.com. The information on our website is not incorporated by reference into this annual report.

There are no service contracts between us and any of our directors providing for benefits upon termination of their employment or service as a director.

Clawback Policy

On October 2, 2023, we adopted a policy regarding the recovery of erroneously awarded compensation, or the Clawback Policy, in accordance with the applicable rules of the New York Stock Exchange and Section 10D and Rule 10D-1 of the Securities Exchange Act of 1934, as amended, or the Exchange Act. In the event we are required to prepare an accounting restatement due to material noncompliance with any financial reporting requirements under U.S. securities laws or otherwise erroneous data or if we determine there has been a significant misconduct that causes material financial, operational or reputational harm, we shall be entitled to recover a portion or all of any incentive-based compensation provided to certain executives who, during a three-year period preceding the date on which an accounting restatement is required, received incentive compensation based on the erroneous financial data that exceeds the amount of incentive-based compensation the executive would have received based on the restatement.

The Compensation Committee and Board of Directors administer our Clawback Policy and has discretion, in accordance with the applicable laws, rules and regulations, to determine how to seek recovery under the Clawback Policy and may forego recovery if it determines that recovery would be impracticable.

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D. EMPLOYEES

As of the date of this annual report and December 31, 2025, we have 24 full-time employees through our subsidiaries SFL Management AS, SFL UK Management Ltd, SFL Management (Singapore) Pte. Ltd. and LH Rig Management (Cyprus) Ltd. We have contracted with independent management companies to provide technical management services for our vessels and rigs and with Frontline and third parties for certain managerial responsibilities for our fleet. Frontline are also contracted to provide certain administrative services, including corporate services, and we have contracted with Seatankers and Front Ocean for certain advisory and support services.

E. SHARE OWNERSHIP

The beneficial interests of our Directors and officers in our common shares as of March 16, 2026, are as follows:

* Less than one percent.

** Ms. Kathrine Fredriksen does not directly own any of our common shares. Please see “Item 7. Major Shareholders and Related Party Transactions—A. Major Shareholders”.

Share Option Scheme

In November 2016, our Board of Directors renewed the SFL Corporation Ltd. Share Option Scheme originally approved in November 2006. Following the renewal in November 2016, the scheme will expire in November 2026. The subscription price for all options granted under the scheme will be reduced by the amount of all dividends per share declared by us in the period from the date of grant until the date the options are exercised.

In May 2021, 480,000 options were awarded to employees, officers and directors pursuant to our Share Option Scheme. The options vest over a three-year period and have a five-year term. The initial exercise price was $8.79 per share and the first options are exercisable from May 2022.

In February 2022, 435,000 options were awarded to employees, officers and directors pursuant to our Share Option Scheme. The options have a five-year term and a three-year vesting period and the first options are exercisable from February 2023 onwards. The initial strike price was $8.73 per share.

In February 2023, 440,000 options were awarded to employees, officers and directors, pursuant to our Share Option Scheme. The options have a five-year term and a three-year vesting period and the first options are exercisable from February 2024 onwards. The initial strike price was $10.34 per share.

In February 2024, 440,000 options were awarded to employees, officers and directors, pursuant to our Share Option Scheme. The options have a five-year term and a three-year vesting period and the first options are exercisable from February 2025 onwards. The initial strike price was $12.02 per share.

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In March 2025, 465,000 options were awarded to employees, officers and directors, pursuant to our Share Option Scheme. The options have a five-year term and a three-year vesting period and the first options are exercisable from March 2026 onwards. The initial strike price was $8.39 per share.

In February 2026, 615,000 options were awarded to employees, officers and directors, pursuant to our Share Option Scheme. The options have a five-year term and a three-year vesting period and the first options are exercisable from February 2027 onwards. The initial strike price was $10.48 per share.

Details of options to acquire our common shares by our directors and officers as of March 16, 2026, were as follows:

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F. DISCLOSURE OF A REGISTRANT’S ACTION TO RECOVER ERRONEOUSLY AWARDED COMPENSATION

Not applicable.

ITEM 7.    MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

A. MAJOR SHAREHOLDERS

The following table presents certain information as of March 11, 2026, regarding the ownership of our common shares with respect to each shareholder whom we know to beneficially own five percent or more of our outstanding common shares.

* Percentage of common shares is calculated based on 144,582,927 common share issued and outstanding as of March 11, 2026, which includes shares outstanding from share lending arrangements, including: (i) 11,765,142 held by DNB Bank ASA as part of a share lending arrangement discussed in footnote (2) below, and (ii) excludes 2,347,752 shares repurchased by us to date under our Share Repurchase Program.

(1) C.K. Limited is the trustee of two Trusts that indirectly hold all of the common shares of Hemen, our largest shareholder. Accordingly, C.K. Limited, as trustee, may be deemed to beneficially own the 25,728,687 of our common shares, representing 17.8% of our outstanding shares, that are owned by Hemen. Mr. Fredriksen established the Trusts for the benefit of his immediate family. Beneficiaries of the Trusts, which may include Ms. Fredriksen, do not have absolute entitlement to the Trust assets and thus disclaim beneficial ownership of all of our common shares owned by Hemen. Mr. Fredriksen is neither a beneficiary nor a trustee of either Trust and has no economic interest in such common shares. He disclaims any control over and all beneficial ownership of such common shares, save for any indirect influence he may have with C.K. Limited, as the trustee of the Trusts, in his capacity as the settlor of the Trusts.

(2) According to the Schedule 13G/A filed with the SEC on January 12, 2024, DNB Bank ASA, or DNB holds 11,765,142 common shares. These 11,765,142 shares are held by DNB following a general share lending agreement after the maturity of our convertible bonds. Originally, 8,000,000 shares were issued as part of a share lending arrangement relating to our issuance of 5.75% senior unsecured convertible bonds in October 2016 and 3,765,842 shares were issued as part of a share lending arrangement relating to our issuance of 4.875% senior unsecured convertible bonds in April and May 2018. Subsequently, 8,000,000 shares and 3,765,142 shares, respectively, from each issuance under the two initial share lending arrangements described above were transferred into DNB's custody. We cancelled the remaining 700 shares, which were previously held by our transfer agent. Accordingly, the total 11,765,142 of shares remain with DNB under these arrangements.

(3) According to the Schedule 13G/A filed with the SEC on July 15, 2025, Dimensional Fund Advisors LP holds 8,610,260 of our common shares.

Our major shareholders have the same voting rights as our other shareholders.

No corporation or foreign government owns more than 50% of our outstanding common shares. We are not aware of any arrangements, known by the Company, the operation of which may at a subsequent date result in a change in control of the Company.

As of March 11, 2026, 146,833,761 of our common shares were held in the United States by 300 holders of record, including 146,657,341 shares held by Cede & Co., as nominee for The Depository Trust Company which is considered a single holder of record and holds shares on behalf of brokerage firms.

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B. RELATED PARTY TRANSACTIONS

As of the date of this annual report, no other material related party transactions have occurred. For information on all other related party transactions, see Note 24, “Related Party Transactions,” to our audited consolidated financial statements included herein.

C. INTERESTS OF EXPERTS AND COUNSEL

Not Applicable.