Document

6-K 1 sfl-q12026financialsform6xk.htm 6-K Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13A-16 OR 15D-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

For the month of May 2026

Commission File Number: 001-32199

SFL Corporation Ltd.

(Translation of registrant’s name into English)

Par-la-Ville Place

14 Par-la-Ville Road

Hamilton, HM 08, Bermuda

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F x Form 40-F ¨

INFORMATION CONTAINED IN THIS FORM 6-K REPORT

Attached hereto are the unaudited condensed interim financial statements and related Management’s Discussion and Analysis of Financial Condition and Results of Operations of SFL Corporation Ltd. (“SFL” or the “Company”) for the three months ended March 31, 2026.

This report on Form 6-K is hereby incorporated by reference into the Company’s Registration Statement on Form F-3ASR (File No. 333-294365) filed with the U.S. Securities and Exchange Commission on March 17, 2026.

SFL CORPORATION LTD.

REPORT ON FORM 6-K FOR THE THREE MONTHS ENDED MARCH 31, 2026

INDEX


Unaudited Condensed Consolidated Statements of Operations for the three months ended March 31, 2026 and March 31, 2025			Page 4
Unaudited Condensed Consolidated Statements of Comprehensive Income for the three months ended March 31, 2026 and March 31, 2025			Page 5
Unaudited Condensed Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025			Page 6
Unaudited Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2026 and March 31, 2025			Page 7
Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity for the three months ended March 31, 2026 and March 31, 2025			Page 8
Notes to the Unaudited Condensed Consolidated Financial Statements			Page 9
Management’s Discussion and Analysis of Financial Condition and Results of Operations			Page 22
Cautionary Statement Regarding Forward-Looking Statements			Page 29
Signatures			Page 32

SFL CORPORATION LTD.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

for the three months ended March 31, 2026 and March 31, 2025

(in thousands of $, except per share amounts)


	Three months ended
	March 31,
	2026		2025
Operating revenues
Time charter revenues	133,849		156,497
Voyage charter and pool revenues	14,735		4,420
Drilling contract revenues	22,990		22,441
Interest income – sales-type leases	—		471


Profit sharing income	1,323		1,466
Other operating income	1,586		1,444
Total operating revenues	174,483		186,739
Gain on sale of vessels	11,503		—

Operating expenses
Vessel and rig operating expenses	67,576		75,797
Depreciation	54,460		60,911
Vessel impairment charge	—		34,093
Administrative expenses	7,596		5,276
Total operating expenses	129,632		176,077
Operating income	56,354		10,662
Non-operating income/(expense)
Interest income – long-term loans to associated companies	1,125		1,125
Interest income – other	1,267		1,881

Interest expense	(38,142)		(46,207)



Gain/(Loss) on investments in equity securities	1,928		(360)
Interest and valuation gain/(loss) on non-designated derivatives	3,195		(985)

Other financial items, net	349		2,180
Equity in earnings of associated companies	631		625
Income/(Loss) before taxes	26,707		(31,079)
Tax expense	(630)		(792)
Net income/(loss)	26,077		(31,871)
Per share information:
Basic earnings/(loss) per share	$	0.20	$	(0.24)
Diluted earnings/(loss) per share	$	0.20	$	(0.24)

The accompanying notes are an integral part of these condensed consolidated financial statements.

SFL CORPORATION LTD.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME/(LOSS)

for the three months ended March 31, 2026 and March 31, 2025

(in thousands of $)


	Three months ended
	March 31,
	2026	2025
Net income/(loss)	26,077	(31,871)

Fair value adjustments to hedging financial instruments	3,223	(4,401)




Other comprehensive (loss)/income	(485)	149
Other comprehensive income/(loss), net of tax	2,738	(4,252)

Comprehensive income/(loss)	28,815	(36,123)

The accompanying notes are an integral part of these condensed consolidated financial statements.

SFL CORPORATION LTD.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

as of March 31, 2026 and December 31, 2025

(in thousands of $, except share data)


	March 31, 2026	December 31, 2025
ASSETS
Current assets
Cash and cash equivalents	127,564	150,829

Investments in equity securities	6,213	4,146
Due from related parties	8,599	6,941

Trade accounts receivable	23,052	11,571

Other current assets	89,879	85,731
Total current assets	255,307	259,218
Long-term assets
Vessels, rigs and equipment, net	3,037,733	3,122,633
Capital improvements in progress and newbuildings	182,147	181,074


Investments in associated companies	15,728	15,832
Loans and long-term receivables from related parties including associates	45,000	45,000



Other long-term assets	19,518	14,386
Total assets	3,555,433	3,638,143

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Short-term debt and current portion of long-term debt	723,259	605,943

Due to related parties	1,188	1,303




Other current liabilities	79,854	103,079
Total current liabilities	804,301	710,325
Long-term liabilities
Long-term debt	1,778,668	1,960,533




Other long-term liabilities	7,638	6,423
Total liabilities	2,590,607	2,677,281











Stockholders’ equity	964,826	960,862

Total liabilities and stockholders’ equity	3,555,433	3,638,143

The accompanying notes are an integral part of these condensed consolidated financial statements.

SFL CORPORATION LTD.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

for the three months ended March 31, 2026 and March 31, 2025

(in thousands of $)


	Three months ended
	March 31,
	2026	2025

Net income/(loss)	26,077	(31,871)
Adjustments to reconcile net income/(loss) to net cash provided by operating activities:
Depreciation	54,460	60,911

Vessel impairment charge	—	34,093
Amortization of deferred charges	1,774	2,079

Amortization of charter related deferred asset and straight-lining of operating leases	828	(253)
Capitalized lease debt financing interest	2,346	1,789
Equity in earnings of associated companies	(631)	(625)
Gain on sale of vessels	(11,503)	—


Adjustment to fair value of derivatives recognized in the statement of operations	(2,546)	1,809
(Gain)/Loss on investments in equity securities	(1,928)	360

Loss on repurchase of bonds	—	147
Repayments from investment in sales-type assets	—	1,986

Other, net	2,052	557

Net changes in operating assets and liabilities	(36,843)	7,626










Net cash provided by operating activities	34,086	78,608

Investing activities



Purchase of vessels, capital improvements and newbuildings	(7,435)	(20,089)
Proceeds from sale of vessels	48,308	—










Net cash provided by/(used in) investing activities	40,873	(20,089)

Financing activities


Proceeds from debt	150,000	153,357
Repayment of debt	(219,988)	(112,194)

Repurchases and redemption of bonds	—	(11,144)
Debt fees paid	(1,672)	(2,650)
Net cash flows on swaps	—	(6,265)



Cash paid from share repurchases and issuances	—	(4,062)
Cash dividends paid	(26,564)	(36,167)
Net cash used in financing activities	(98,224)	(19,125)

Net change in cash and cash equivalents	(23,265)	39,394
Cash and cash equivalents at start of the period	150,829	134,551
Cash and cash equivalents at end of the period	127,564	173,945

The accompanying notes are an integral part of these consolidated condensed financial statements.

SFL CORPORATION LTD.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

for the three months ended March 31, 2026 and March 31, 2025

(in thousands of $, except number of shares)


	Three months ended
	March 31,
	2026	2025
Number of shares outstanding
At beginning of period	144,562,927	145,708,524
Shares issued	194,999	22,060

Shares repurchased	—	(494,158)
At end of period	144,757,926	145,236,426
Share capital
At beginning of period	1,469	1,468
Shares issued	2	—

At end of period	1,471	1,468
Additional paid-in capital
At beginning of period	717,969	716,233


Amortization of stock-based compensation	369	319


Shares issued	1,342	—





At end of period	719,680	716,552
Treasury stock
At beginning of period	(20,199)	(10,174)
Treasury stock at cost (0 and 494,158 shares, respectively)	—	(4,062)
At end of period	(20,199)	(14,236)
Contributed surplus
At beginning of period	292,574	417,684
Dividends declared	(26,564)	(36,167)


At end of period	266,010	381,517
Accumulated other comprehensive loss
At beginning of period	(4,520)	3,211







Other comprehensive income/(loss)	2,738	(4,252)
At end of period	(1,782)	(1,041)





Accumulated deficit
At beginning of period	(26,431)	—


Net income/(loss)	26,077	(31,871)

At end of period	(354)	(31,871)
Total stockholders’ equity	964,826	1,052,389

The accompanying notes are an integral part of these condensed consolidated financial statements.

SFL CORPORATION LTD.

Notes to the Unaudited Condensed Consolidated Financial Statements

1.INTERIM FINANCIAL INFORMATION

The unaudited condensed interim financial statements of SFL Corporation Ltd. (“SFL” or the “Company”) have been prepared on the same basis as the Company’s audited financial statements and, in the opinion of management, include all material adjustments, consisting only of normal recurring adjustments considered necessary in order to make the interim financial statements not misleading, in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The accompanying unaudited condensed interim financial statements do not include all of the disclosures required in annual consolidated financial statements and should be read in conjunction with the annual financial statements and notes included in the Annual Report on Form 20-F for the year ended December 31, 2025, which was filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 16, 2026. The results of operations for the interim period ended March 31, 2026 are not necessarily indicative of the results for the entire year ending December 31, 2026.

Basis of accounting

The condensed consolidated financial statements are prepared in accordance with U.S. GAAP. The condensed consolidated financial statements include the assets and liabilities and results of operations of the Company and its subsidiaries including variable interest entities in which the Company is deemed to be the primary beneficiary. All inter-company balances and transactions have been eliminated on consolidation.

The condensed consolidated financial statements are prepared in accordance with the accounting policies described in the Company’s Annual Report on Form 20-F for the year ended December 31, 2025.

Recently Issued Accounting Standards

The following is a brief discussion of a selection of recently released accounting pronouncements that are considered pertinent to the Company’s business and are not yet adopted.

In December 2025, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2025-12, Codification Improvements (“ASU 2025-12”). The amendments in this ASU update the FASB Accounting Standards Codification for a broad range of topics arising from technical corrections, unintended application of the Codification, clarifications, and other minor improvements. The amendments are effective for the Company for annual periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods, with early adoption permitted. The Company is currently evaluating the impact of this guidance on its consolidated financial statements and related disclosures.

In December 2025, the FASB issued ASU No. 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements (“ASU 2025-11”). The ASU improves guidance about the format and information included in the interim financial statements, lists the required interim disclosures and provides a disclosure principle that requires entities to disclose events and changes that occur after the end of the most recent fiscal year that have a material impact on the entity. The amendments are effective for the Company for interim periods within annual periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of this guidance on its consolidated financial statements and related disclosures.

In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”). ASU 2024-03 requires entities to disclose specific information about certain costs and expenses in the notes to the financial statements for interim and annual reporting periods. The objective of the disclosure requirements is to provide disaggregated information about a public business entity's expense to help investors (a) better understand the entity's performance, (b) better assess the entity's prospects for future cash flows, and (c) compare the entity's performance over time and with that of other entities. In January 2025, the FASB issued ASU No. 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date (“ASU 2025-01”), which clarified that all public entities are required to adopt the guidance in ASU 2024-03 in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. The Company is currently evaluating the impacts that ASU 2024-03 and ASU 2025-01 will have on the Company’s financial statements’ presentation and disclosures.

Recently Adopted Accounting Standards

In July 2025, the FASB issued ASU No. 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets (“ASU 2025-05”). The amendments provide all entities with a practical expedient to assume that current conditions as of the balance sheet date do not change for the remaining life of the assets. The amendments became effective for the Company on January 1, 2026. Adoption of ASU 2025-05 did not have a material impact on the Company’s financial statements’ presentation and disclosures.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Such estimates include, but are not limited to, the valuation and impairment assessment of vessels, rigs and equipment, and the valuation of financial instruments at fair value.

Management believes the accounting estimates and assumptions applied are appropriate in light of the continuing market volatility associated with U.S. and global trade policies, including tariffs and port fees, as well as sanctions and geopolitical conflicts, including the war between Russia and Ukraine and developments in the Middle East. However, actual results could differ materially from those estimates.

Segment Information

The chief operating decision maker evaluates performance by assessing the Company’s consolidated net income and its impact on overall shareholder returns, leading to a determination that the Company operates within a single reportable segment. The Company's assets operate on a world-wide basis and the Company’s management does not evaluate performance by geographical region or by asset type, as it believes that any such information would not be meaningful. There have been no material changes since the Company’s Annual Report on Form 20-F for the year ended December 31, 2025.

2.GAIN ON SALE OF VESSELS


(in thousands of $)	Three months ended		Three months ended
	March 31, 2026		March 31, 2025
	Net Proceeds	Gain/(Loss)	Net Proceeds	Gain/(Loss)


Disposal of vessels
SFL Thelon	48,308	11,503	—	—

Total	48,308	11,503	—	—

3.EARNINGS/(LOSS) PER SHARE

The computation of basic earnings/(loss) per share (“EPS”) is based on the weighted average number of shares outstanding during the period and the consolidated net income or loss of the Company. Diluted EPS includes the effect of the assumed conversion of potentially dilutive instruments. In the computation of the diluted EPS, the dilutive impact of the Company’s stock options is calculated using the “treasury stock” guidelines and the “if-converted” method is used for convertible debt instruments.

The components of the numerator for the calculation of basic and diluted EPS are as follows:

Three months ended

(in thousands of $)

March 31, 2026

March 31, 2025

Basic and diluted earnings/(loss) per share:

Net income/(loss) available to stockholders

26,077

(31,871)

The components of the denominator for the calculation of basic and diluted EPS are as follows:


	Three months ended
(in thousands)	March 31, 2026	March 31, 2025
Basic earning/(loss) per share:
Weighted average number of common shares outstanding*	132,832	133,925
Diluted earnings/(loss) per share:
Weighted average number of common shares outstanding*	132,832	133,925
Effect of dilutive share options	675	—

Weighted average number of common shares outstanding assuming dilution	133,507	133,925


	Three months ended
	March 31, 2026		March 31, 2025
Basic earnings/(loss) per share:	$	0.20	$	(0.24)
Diluted earnings/(loss) per share:	$	0.20	$	(0.24)

*The weighted average number of common shares outstanding excluded 8,000,000 shares issued as part of a share lending arrangement relating to the Company's issuance of 5.75% senior unsecured convertible bonds in October 2016 and 3,765,842 shares issued as part of a share lending arrangement relating to the Company's issuance of 4.875% senior unsecured convertible bonds in April and May 2018. The Company entered into a general share lending agreement with another counterparty and after the maturity of the bonds, 8,000,000 and 3,765,142 shares, respectively, from each issuance under the two initial share lending arrangements described above were transferred into such counterparty's custody. During the year ended December 31, 2024, the Company cancelled the remaining 700 shares, which were previously held by the Company’s transfer agent. Accordingly, the total of 11,765,142 shares which had been issued under these arrangements are not included in the weighted average number of common shares outstanding as of March 31, 2026.

The weighted average number of common shares outstanding also excludes 2,347,752 shares repurchased by the Company under its Share Repurchase Program and held as treasury stock as of March 31, 2026. (See also Note 10: Share Capital, Additional Paid-In Capital and Contributed Surplus).

For the three months ended March 31, 2025, basic and diluted net loss per share were identical, as all potentially dilutive securities were antidilutive. Share options were excluded from the diluted earnings per share calculation for this period because their inclusion would have resulted in an antidilutive effect.

4.OTHER FINANCIAL ITEMS

Other financial items, net comprise of the following items:


	Three months ended
(in thousands of $)	March 31, 2026	March 31, 2025
Change in allowance for expected credit losses	(38)	192
Dividend income	115	153
Loss on repurchase of bonds	—	(147)
Other items	272	1,982
Total other financial items, net	349	2,180

The Company recognizes, among other things, a measurement of expected credit losses for financial assets held at the reporting date, based on historical experience, current conditions and reasonable supportable forecasts.

Other items in the three months ended March 31, 2026 include a net gain of $0.6 million arising from foreign currency translations (three months ended March 31, 2025: gain of $2.4 million). Other items also include bank charges and fees relating to loan facilities.

5.INVESTMENTS IN EQUITY SECURITIES

As of March 31, 2026 and March 31, 2025, the equity securities comprise of approximately 1.3 million shares in NorAm Drilling Company AS (“NorAm Drilling”) which are traded on the Euronext Growth in Oslo. The Company recognized a mark to market gain of $1.9 million in the Statement of Operations in the three months ended March 31, 2026 (March 31, 2025: loss of $0.4 million), together with a foreign exchange gain of $0.1 million (March 31, 2025: gain of $0.3 million), in Other Financial Items in the Statement of Operations.

6.VESSELS, RIGS AND EQUIPMENT, NET


(in thousands of $)	March 31, 2026	December 31, 2025
Cost	3,963,093	4,003,773
Accumulated depreciation	(925,360)	(881,140)
Vessels, rigs and equipment, net	3,037,733	3,122,633

During the three months ended March 31, 2026, the Company recognized $6.4 million of capital upgrades in relation to one container vessel, two chemical tankers and one rig (December 31, 2025: $51.7 million in relation to 14 container vessels, one car carrier, one chemical tanker, four Suezmax tankers and two drilling rigs, net of insurance recoveries). Certain upgrades and special periodic survey (“SPS”) costs are capitalized as separate asset components and depreciated over shorter useful economic lives which ranges from three years to 10 years for upgrades and five years for SPS costs.

During the three months ended March 31, 2026, the Company sold one Suezmax tanker (December 31, 2025: one container vessel, 13 dry bulk vessels and one Suezmax tanker). See also Note 2: Gain on Sale of Vessels.

7.CAPITAL IMPROVEMENTS IN PROGRESS AND NEWBUILDINGS


(in thousands of $)	March 31, 2026	December 31, 2025
Capital improvements in progress	25,342	26,138
Newbuildings	156,805	154,936

Total	182,147	181,074

Capital improvements in progress consist of advances paid and costs incurred in relation to upgrades on two rigs and two vessels (December 31, 2025: SPS and upgrades on two rigs and four vessels). These costs are recorded in “Capital improvements in progress” until the related equipment is installed on the applicable vessel or rig, at which point the amounts are transferred to “Vessels, Rigs and Equipment, net”.

As of March 31, 2026, the Company paid $156.8 million in installment payments and capitalized interest in relation to shipbuilding contracts for the construction of five newbuilding dual-fuel 16,800 TEU container vessels (December 31, 2025: $154.9 million). The vessels are expected to be delivered to the Company in 2028.

Interest capitalized in the cost of newbuildings amounted to $1.9 million in the three months ended March 31, 2026 (December 31, 2025: $8.4 million).

8.SHORT-TERM AND LONG-TERM DEBT


(in thousands of $)	March 31, 2026	December 31, 2025
Short-term and long-term debt:


7.25% senior unsecured sustainability-linked bonds due 2026	150,000	150,000
U.S. dollar denominated fixed rate debt due 2026	—	145,875
8.875% senior unsecured sustainability-linked bonds due 2027	150,000	150,000
8.25% senior unsecured sustainability-linked bonds due 2028	147,600	147,600
NOK750 million senior unsecured floating rate bonds due 2029	77,317	74,327
7.75% senior unsecured sustainability-linked bonds due 2030	144,400	144,400
U.S. dollar denominated floating rate debt	1,183,560	1,085,540
Lease debt financing	666,603	686,389
Total debt principal	2,519,480	2,584,131
Less: Unamortized debt issuance costs	(17,553)	(17,655)
Less: Current portion of long-term debt	(723,259)	(605,943)
Total long-term debt	1,778,668	1,960,533

In March 2026, the Company fully repaid the $150.0 million senior secured term loan facility secured by the jack-up drilling rig Linus, which had an outstanding balance of $145.9 million as of December 31, 2025. As part of the refinancing, in March 2026, the Company also fully drew down a new $150.0 million three-year senior secured revolving credit facility secured by Linus, which was entered into in February 2026. The revolving credit facility bears interest at compounded daily SOFR plus an applicable margin.

A significant portion of the Company’s outstanding debt will be due within one year of this report for which the Company has initiated discussions and negotiations with financial institutions regarding the refinancing of such maturing credit facilities. Given the Company’s extensive history and successful track record in obtaining financing and refinancing, the Company believes that it will be reasonably able to secure the required refinancing of all such facilities prior to or at maturity.

Interest rate information:


	March 31, 2026		December 31, 2025
Weighted average interest rate on floating rate debt*	5.24	%	5.25	%
Weighted average interest rate on lease debt financing	4.85	%	5.02	%
Weighted average interest rate on fixed rate debt	8.03	%	8.27	%
Secured Overnight Financing Rate (“SOFR”), closing rate	3.68	%	3.87	%
Effective Federal Funds Rate (“EFFR”), closing rate	3.64	%	3.64	%
Norwegian Interbank Offered Rate (“NIBOR”), three-month, closing rate	4.34	%	4.07	%

*The weighted average interest rate is for floating rate debt denominated in U.S. dollars and Norwegian kroner (“NOK”) which takes into consideration the effect of related interest rate and cross currency swaps.

U.S. dollar floating rate debt

The following table presents information on U.S. dollar floating rate debt facilities outstanding as of March 31, 2026 and December 31, 2025. The facilities bear interest at SOFR plus a margin, except the $60.0 million loan facility, which bears interest at EFFR plus a margin.


U.S. dollar floating rate debt	Corporate guarantee	Draw-down date	No. of subsidiaries †	Approx. term	Balance outstanding as of
					March 31, 2026	December 31, 2025
					($'millions)
35 million term loan facility*	Part	2021	1	7	26.3	26.8
107.3 million term loan facility*	Part	2021	3	5	81.5	83.1
100 million term loan facility*	Part	2022	4	5	59.6	62.1
144.6 million term loan facility*	Full	2023	4	6	69.8	93.9
60 million loan facility***	Part	2024	1	N/A	—	—
79.8 million term loan facility*	Part	2024	2	5	73.4	74.5
163.8 million term loan facility*	Part	2024	3	5	152.2	154.2
150 million term loan facility*	Part	2024	3	6	121.1	125.9
226 million term loan facility**	Full	2024	7	5	178.7	186.5
235 million term loan facility*	Full	2024	4	5	195.7	203.2
81.6 million term loan facility*	Full	2024	2	2	75.3	75.3
150 million revolving credit facility**	Full	2026	1	3	150.0	—
100 million revolving credit facility**	Full	N/A	1	2	—	—
Total					1,183.6	1,085.5

† Number of wholly-owned subsidiaries which entered into the facility.

*These facilities are secured against the vessels owned by the subsidiaries that entered into the facility agreements. In addition, the facilities contain a minimum value covenant and covenants that require the Company to maintain certain minimum levels of free cash, working capital and adjusted book equity ratios.

** These facilities are secured against the pre-delivery contracts, vessels or rigs owned by the subsidiaries that entered into the facility agreements. In addition, the facilities contain covenants that require the Company to maintain certain minimum levels of free cash, working capital and adjusted book equity ratios.

***In December 2021, one of the Company's wholly-owned subsidiaries entered into a general share lending agreement. As of March 31, 2026, 11.8 million of the Company’s common shares were on loan and in the custody of the borrowing bank. This facility provides up to $60.0 million cash collateral to the Company, callable at any time, in connection with the shares lent. The facility is repayable on demand, by either party to the agreement.

In March 2026, one of the Company's wholly-owned subsidiaries entered into a $100.0 million senior secured revolving credit facility in connection with the Hercules rig. The facility bears interest at SOFR plus an applicable margin.

Lease Debt Financing

Wholly-owned subsidiaries of the Company have entered into sale and leaseback transactions for the vessels that they own, through Japanese operating lease with call option financing structures. The vessels have been sold and leased back, with options to repurchase the vessels. These transactions did not qualify as sales under the U.S. GAAP sale and leaseback guidance and have thus been recorded as financing arrangements. The following table presents information on lease debt financing facilities outstanding as of March 31, 2026 and December 31, 2025.


Lease Debt Financing	Price of vessel sold and leased back ($' millions)	Lease start date	Approx. length of lease in years	First repurchase option	Balance outstanding as of
					March 31, 2026	December 31, 2025
					($'millions)
$65 million lease debt financing	65.0	2021	6	2026	32.4	34.3
$65 million lease debt financing	65.0	2021	6	2026	32.7	34.7
$120 million lease debt financing	120.0	2022	8	2029	84.0	86.9
$120 million lease debt financing	120.0	2022	8	2029	85.7	88.4
$45 million lease debt financing	45.0	2023	5	2028	29.9	31.3
$38.5 million lease debt financing	38.5	2023	9	2028	31.3	32.0
$72.2 million lease debt financing	72.2	2023	12	2033	62.9	63.9
$72.2 million lease debt financing	72.2	2023	12	2033	63.8	64.8
$77.5 million lease debt financing	77.5	2024	12	2033	68.8	69.8
$77.5 million lease debt financing	77.5	2024	12	2033	69.7	70.8
$37 million lease debt financing	37.0	2024	8	2028	31.8	32.6
$43 million lease debt financing	43.0	2025	5	2027	38.5	40.0
$40.5 million lease debt financing	40.5	2025	4	2027	35.1	36.9
Total					666.6	686.4
Floating rate portion of lease debt					306.5	321.5
Fixed rate portion of lease debt					360.1	364.9
Total					666.6	686.4

9.FINANCIAL INSTRUMENTS

The following table presents the fair values of the Company’s derivative instruments that were designated as cash flow hedges and qualified as part of a hedging relationship, and those that were not designated:


(in thousands of $)	March 31, 2026	December 31, 2025








Designated derivative instruments - long-term assets:
Interest rate swaps	155	—


Cross currency interest rate swaps	9,224	5,741
Non-designated derivative instruments - long-term assets:
Interest rate swaps	9,132	7,887
Cross currency interest rate swaps	713	464

Total derivative instruments - long-term assets	19,224	14,092

(in thousands of $)	March 31, 2026	December 31, 2025








Designated derivative instruments - long-term liabilities:

Interest rate swaps	2,646	5,022
Non-designated derivative instruments - long-term liabilities:
Interest rate swaps	71	1,124


Total derivative instruments - long-term liabilities	2,717	6,146

Movements in the Consolidated Statement of Operations are summarized as follows:


	Three months ended
(in thousands of $)	March 31, 2026	March 31, 2025
Net fair value movements of non-designated derivatives	2,546	(1,809)
Net cash movement on non-designated derivatives and swap settlements	649	824
Total cash movement and valuation gain/(loss) on non-designated derivatives	3,195	(985)

Interest rate risk management

The Company manages its debt portfolio with interest rate swap agreements denominated in U.S. dollars and Norwegian kroner to achieve an overall desired position of fixed and floating interest rates.

As of March 31, 2026, the Company and its consolidated subsidiaries had entered into interest rate swap transactions, involving the payment of fixed rates in exchange for NIBOR or SOFR. The total net notional principal amount subject to interest rate swap agreements as of March 31, 2026, was $0.8 billion (December 31, 2025: $0.8 billion).

Foreign currency risk management

The Company is party to currency swap transactions, involving the payment of U.S. dollars in exchange for Norwegian kroner, some of which are designated as hedges against the NOK750.0 million senior unsecured floating rate bonds due 2029. The total net notional principal amount subject to cross currency swap agreements as of March 31, 2026 was NOK750.0 million (December 31, 2025: NOK750.0 million).

Other than the NOK750 million senior unsecured floating rate bonds due 2029, the majority of the Company’s transactions, assets and liabilities are denominated in U.S. dollars, the functional currency of the Company. Other than the corresponding currency swap transactions summarized above, the Company has not entered into forward contracts for either transaction or translation risk. Accordingly, there is a risk that currency fluctuations could have an adverse effect on the Company’s cash flows, financial condition and results of operations.

Fair Values

The carrying value and estimated fair value of the Company’s financial assets and liabilities as of March 31, 2026 and December 31, 2025 are as follows:


	March 31, 2026		December 31, 2025
(in thousands of $)	Carrying value	Fair value	Carrying value	Fair value
Non-derivatives:
Equity securities	6,213	6,213	4,146	4,146


7.25% senior unsecured sustainability-linked bonds due 2026	150,000	150,375	150,000	151,500
8.875% senior unsecured sustainability-linked bonds due 2027	150,000	153,750	150,000	154,575
8.25% senior unsecured sustainability-linked bonds due 2028	147,600	152,545	147,600	152,213
NOK750 million senior unsecured floating rate bonds due 2029	77,317	77,124	74,327	74,327
7.75% senior unsecured sustainability-linked bonds due 2030	144,400	146,927	144,400	146,927
Derivatives:
Interest rate/ currency/ commodity swap contracts - short-term receivables	—	—	—	—
Interest rate/ currency/ commodity swap contracts - long-term receivables	19,224	19,224	14,092	14,092
Interest rate/ currency/ commodity swap contracts - short-term payables	—	—	—	—
Interest rate/ currency/ commodity swap contracts - long-term payables	2,717	2,717	6,146	6,146

In accordance with the accounting policy relating to interest rate and currency swaps described in the Company’s Annual Report on Form 20-F for the year ended December 31, 2025, changes in the fair values of the swaps are recognized in other comprehensive income where the Company has designated the swaps as hedges. Changes in the fair value of other swaps not designated as hedges are recognized in the Consolidated Statement of Operations.

Equity securities and all senior unsecured bonds are measured at fair value using Level 1 inputs, while the Company’s derivative instruments are measured using Level 2 inputs.

As of March 31, 2026, investment in equity securities consist of NorAm Drilling shares trading on the Euronext Growth in Oslo. The estimated fair values of the 7.25% senior unsecured sustainability-linked bonds due 2026, the 8.875% senior unsecured sustainability-linked bonds due 2027, the 8.25% senior unsecured sustainability-linked bonds due 2028, the 7.75% senior unsecured sustainability-linked bonds due 2030 and the floating rate NOK denominated bonds due 2029 are all based on their quoted market prices as of the balance sheet date.

The estimated fair value of interest rate and currency swap contracts is calculated using a well-established independent valuation technique applied to contracted cash flows and NIBOR or SOFR interest rates as of March 31, 2026.

Concentrations of risk

There is a concentration of credit risk with respect to cash and cash equivalents to the extent that amounts are carried with DNB Bank ASA, Skandinaviska Enskilda Banken AB (publ), Danske Bank A/S, ING Bank N.V and Sumitomo Mitsui Banking Corporation. However, the Company believes this risk is remote, as these financial institutions are established and reputable establishments.

The Company does not require collateral or other securities to support financial instruments that are subject to credit risk, however certain of the Company’s counterparties require the Company to periodically post collateral when the fair value of the financial instruments exceeds or is below specified thresholds. As of March 31, 2026, no cash collateral was posted by the Company (December 31, 2025: $0.0 million).

There is also a concentration of revenue risk with Maersk A/S (“Maersk”), ConocoPhillips Skandinavia AS (“ConocoPhillips”) and Hapag-Lloyd AG, to whom the Company charters several vessels and earns a significant proportion of its revenues.

10.SHARE CAPITAL, ADDITIONAL PAID-IN CAPITAL AND CONTRIBUTED SURPLUS

Authorized share capital is as follows:


(in thousands of $, except share data)	March 31, 2026	December 31, 2025
300,000,000 common shares of $0.01 par value each (December 31, 2025: 300,000,000 common shares of $0.01 par value each)	3,000	3,000

Issued and fully paid share capital is as follows:


(in thousands of $, except share data)	March 31, 2026	December 31, 2025
147,105,678 common shares of $0.01 par value each (December 31, 2025: 146,910,679 common shares of $0.01 par value each)	1,471	1,469

The Company’s common shares are listed on the New York Stock Exchange under the ticker symbol “SFL”.

Repurchase of shares

On May 8, 2023, the Board of Directors authorized the repurchase of up to an aggregate of $100 million of the Company’s common shares (“Share Repurchase Program”). The authorization was reaffirmed in 2025 and remains in effect until June 2026. As of March 31, 2026, 2,347,752 shares were repurchased by the Company under its Share Repurchase Program and held as treasury stock. The Company has approximately $79.8 million remaining under the authorized Share Repurchase Program as of March 31, 2026. The specific timing and amounts of the repurchases will be in the sole discretion of the Company and may vary based on market conditions and other factors. The Company is not obligated under the terms of the program to repurchase any of its common shares.

Issuance of shares

No new common shares were issued and sold under the dividend reinvestment (“DRIP”) and “at-the-market” (“ATM”) offering programs programs during the three months ended March 31, 2026 or in the year ended December 31, 2025.

During the three months ended March 31, 2026, the Company issued a total of 194,999 new shares following the exercise of 194,999 share options. (See also Note 11: Share Option Plan).

Therefore, there were 144,757,926 common shares outstanding as of March 31, 2026 (December 31, 2025: 144,562,927), excluding shares repurchased under the Company's Share Repurchase Program and held in treasury.

Dividends

During the three months ended March 31, 2026, the Company declared a dividend of $0.20 per share on February 11, 2026, which was paid in cash on March 30, 2026. The record date and ex-dividend date were March 12, 2026.

11.SHARE OPTION PLAN

During the three months ended March 31, 2026, 194,999 share options were exercised. The Company issued a total of 194,999 new shares in full satisfaction of the options exercised which had a total intrinsic value of $0.7 million on the day of exercise. The weighted average exercise price of the options exercised was $6.89 per share.

In February 2026, the Company awarded a total of 615,000 options to officers, employees and directors, pursuant to the Company’s share option plan. The options have a five-year term and a three-year vesting period and the first options will be exercisable from February 2027 onwards. The initial strike price was $10.48 per share.

12.RELATED PARTY TRANSACTIONS

The Condensed Consolidated Balance Sheets include the following amounts due from and to related parties and associated companies.


(in thousands of $)	March 31, 2026	December 31, 2025
Amounts due from:

Frontline	5,211	3,816
Seatankers	563	736
Front Ocean	8	—
Paratus	2	3
Northern Ocean	2,496	2,120
NorAm Drilling	215	175
River Box	115	110
Other related parties	1	3
Allowance for expected credit losses	(12)	(22)
Total amount due from related parties	8,599	6,941

Loans to related parties - associated companies, long-term
River Box	45,000	45,000
Total loans to related parties - associated companies, long-term	45,000	45,000

Amounts due to:
Frontline	905	1,096

Seatankers	178	105
Front Ocean	100	97
Other related parties	5	5
Total amount due to related parties	1,188	1,303

Related party leasing and service contracts

The Company’s most significant related party leasing and service contracts were with Golden Ocean Group Limited (“Golden Ocean”), a company related to Hemen Holding Limited (“Hemen”) until March 12, 2025, to whom the Company leased eight vessels. Until March 12, 2025, the Company received operating lease income of $10.7 million and paid vessels management fees of $4.0 million. In February 2025, the Company announced that Golden Ocean had exercised its purchase options on eight Capesize vessels for net selling proceeds of $114.1 million. The vessels were delivered to Golden Ocean in July 2025.

During the three months ended March 31, 2025 the Company earned rental revenue of $1.5 million from leasing of equipment from the drilling rig Hercules to Northern Ocean Operations Ltd. (“Northern Ocean”). The equipment was returned to the Company by June 2025. In addition, in 2025, the Company entered into a promissory note with Northern Ocean in respect of a credit given by SFL for an amount of $2.1 million. The note bears interest at a rate of 12% per annum and has a term life of one year. During the three months ended March 31, 2026, the Company earned interest income of $0.1 million in relation to the promissory note.

Other related party service contracts include payments to Front Ocean Management AS and Front Ocean Management Ltd. (“Front Ocean”), Seatankers Management Norway AS and Seatankers Management Co. Ltd.(“Seatankers”), Frontline Management AS and Frontline (Management) Cyprus Limited (collectively, “Frontline”) and Paratus Management (UK) Ltd. (“Paratus”) for office facilities, administration service fees, newbuilding supervision fees and vessel management fees.

Related parties – associated companies

The Company granted a $45.0 million non-amortizing loan to River Box Holding Inc. (“River Box”) which bears a fixed interest rate and is repayable in full on November 16, 2033 or earlier if River Box sells its assets. During the three months ended March 31, 2026, the Company recognized interest income of $1.1 million (three months ended March 31, 2025: $1.1 million).

Other related party transactions

During the three months ended March 31, 2026, the Company recognized dividend income of $0.1 million from NorAm Drilling (three months ended March 31, 2025: $0.2 million).

13.COMMITMENTS AND CONTINGENT LIABILITIES

Assets Pledged


(in millions of $)	March 31, 2026	December 31, 2025
Vessels, rigs and equipment, net	2,744	2,820

Book value of consolidated assets pledged under mortgages	2,744	2,820

The Company has funded its acquisition of vessels, jack-up rig and harsh environment semi-submersible rig through a combination of equity, short-term debt and long-term debt. Providers of long-term loan facilities usually require that the loans be secured by mortgages against the assets being acquired.

Other Contractual Commitments and Contingencies

The Company has obtained insurance coverage for legal liability risks arising from its shipping activities through mutual protection and indemnity associations, which are members of the International Group of P&I clubs. As a member of these mutual associations, the Company is subject to calls payable to the associations based on its claims record, in addition to the claims records of all other members of the associations. A contingent liability exists if the claims records of the members of the associations significantly deteriorates, which may result in additional calls on the members.

Capital commitments

As of March 31, 2026, the Company had commitments under shipbuilding contracts to construct five newbuilding dual-fuel 16,800 TEU container vessels, totaling to $848.1 million (December 31, 2025: $848.1 million). The vessels are expected to be delivered to the Company in 2028. (Also, refer to Note 7: Capital Improvements in Progress and Newbuildings).

As of March 31, 2026, the Company has committed to pay $8.3 million towards the installation of optimization upgrades on three container vessels, with installations expected to take place in 2026 (December 31, 2025: $12.0 million on three container vessels and one chemical tanker).

Also as of March 31, 2026, the Company has committed to pay $10.8 million for capital upgrades on the drilling rig, Hercules (December 31, 2025: $12.9 million). The installations are expected to take place in 2026.

Other contingencies

On March 5, 2023, SFL Hercules Ltd., a subsidiary of the Company, served Seadrill Ltd. (“Seadrill”) with a claim filed in the Oslo District Court in Norway, relating to the redelivery of the drilling rig, Hercules, in December 2022. The Company has made the claim because it believes that the rig was not redelivered in the condition required under the contract with Seadrill and the Company is therefore seeking damages. In February 2025, there was a ruling in Oslo District Court in favor of SFL’s rig-owning subsidiary where subsidiaries of Seadrill were ordered to pay an amount equivalent to a total of approximately $48 million in compensation, including late payment interest and legal costs, as a result of its breach of contract upon redelivering Hercules to SFL in 2022. Seadrill filed an appeal to the ruling, and the appeal proceedings commenced in April 2026.

There was also a related case concerning certain capital spares delivered by Seadrill to a subsidiary of SFL in connection with the SPS of Hercules in 2023 where the parties disagreed on the actual ownership and compensation of these spares (“Capital Spares Case”). In April 2025, the Company was fully acquitted and awarded legal costs in the case in which Seadrill had pursued SFL for approximately $8.0 million. Seadrill has also appealed this ruling.

The Company is routinely party both as plaintiff and defendant to lawsuits in various jurisdictions under charter hire obligations arising from the operation of its vessels in the ordinary course of business. The Company believes that the resolution of such claims will not have a material adverse effect on its results of operations or financial position. The Company has not recognized any contingent gains or losses arising from the pending results of any such lawsuits.

The Company has issued performance guarantees in the normal course of business in connection with certain vessel charter and rig arrangements. These guarantees relate to the Company’s obligations under the underlying agreements and may be triggered by claims arising thereunder. The maximum potential amount of future payments under these guarantees is not contractually limited and is dependent upon the nature and extent of claims, if any, under the related agreements. The Company has not recognized any contingent gains or losses arising from these guarantees, as management believes the likelihood of payment is remote.

14.SUBSEQUENT EVENTS

On May 12, 2026, the Board of Directors of the Company declared a dividend of $0.22 per share which is payable in cash on or around June 22, 2026 to shareholders of record as of May 27, 2026.

In April 2026, the Company completed a $75.0 million tap issue of an existing senior unsecured sustainability-linked bond in the Nordic credit market. The tap issue was priced at 103.5% of face value and, together with the previously outstanding bonds bears a coupon of 7.75% and will mature in 2030. The net proceeds are intended for general corporate purposes.

In May 2026, the Board of Directors authorized the issuance of new shares to employees, officers, and directors upon settlement of options granted in May 2021 pursuant to the Company’s incentive program. The Company expects to issue approximately 260,000 shares in connection with the settlement.

SFL CORPORATION LTD

As used herein, “we,” “us,” “our” and “the Company” all refer to SFL Corporation Ltd. and its subsidiaries. This management’s discussion and analysis of financial condition and results of operations should be read together with the discussion included in the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2025.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

for the three months ended March 31, 2026

General

We are SFL Corporation Ltd., a Bermuda-based company incorporated in Bermuda on October 10, 2003, as a Bermuda exempted company under the Bermuda Companies Law of 1981 (Company No. EC-34296). We are engaged primarily in the ownership and operation of vessels and offshore related assets, and also involved in the charter, purchase and sale of assets. Our registered and principal executive offices are located at Par-la-Ville Place, 14 Par-la-Ville Road, Hamilton, HM 08, Bermuda, and our telephone number is +1 (441) 295-9500.

We operate through subsidiaries and branches located in Bermuda, Canada, Cyprus, Liberia, Namibia, Norway, Singapore, the United Kingdom and the Marshall Islands.

You should carefully consider the risks and other important factors described under the heading “Risk Factors” in the Company’s Annual Report on Form 20-F for the year ended December 31, 2025, as well as those described from time to time in the reports filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”).

Recent and Other Developments

Acquisitions, Deliveries, Capital Investments and Disposals

Acquisitions, Deliveries and Capital Investments

During the three months ended March 31, 2026, we recorded $6.4 million for capital upgrades performed on one container vessel, two chemical tankers and one rig.

Disposals

In February 2026, we delivered the 2015-built Suezmax vessel, SFL Thelon, to an unrelated third party for net sale proceeds of $48.3 million and recorded a gain of $11.5 million on the disposal.

New Contracts, Extensions and Changes

In March 2026, we entered into a drilling contract in Canada with a large, investment-grade multinational oil and gas company for the harsh environment semi-submersible rig Hercules. The contract has an estimated value of approximately $170.0 million, a minimum term of approximately 400 days, with several options to extend up to 280 days and is expected to commence in the first quarter of 2027.

Also in March 2026, the 9,500 TEU container vessel, Maersk Sarat, commenced a time charter contract with Maersk for a duration of five years.

Corporate Debt and Lease Debt Financing

In March 2026, we fully repaid the $150.0 million senior secured term loan facility secured by the jack-up drilling rig Linus and fully drew down a $150.0 million three-year senior secured revolving credit facility, which was entered into in February 2026 as part of the refinancing.

In March 2026, one of our wholly owned subsidiaries entered into a $100.0 million senior secured revolving credit facility bearing interest at SOFR plus an applicable margin.

In April 2026, we completed a $75.0 million tap issue of an existing senior unsecured sustainability-linked bond in the Nordic credit market. The tap issue was priced at 103.5% of face value and, together with the previously outstanding bonds bears, a coupon of 7.75% and will mature in 2030. The net proceeds are intended for general corporate purposes.

In May 2026, we fully repaid the $150.0 million senior unsecured sustainability-linked bonds due 2026. The repaid bonds bore quarterly interest at a fixed rate of 7.25% per annum and were redeemable in full on May 12, 2026. The net amount outstanding as of March 31, 2026 was $150.0 million.

Issuance/Repurchase of Shares, Share Options, Grants and Exercises

During the three months ended March 31, 2026, we issued 194,999 new shares to employees, officers and directors in settlement of options issued in prior years pursuant to the Company’s incentive program.

In February 2026, 615,000 options were awarded to employees, officers and directors, pursuant to the Company's 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.

In May 2026, the Board of Directors authorized the issuance of new shares to employees, officers, and directors upon settlement of options granted in May 2021 pursuant to the Company’s incentive program. We expect to issue approximately 260,000 shares in connection with the settlement.

Dividend

On February 11, 2026, the Board of Directors of the Company declared a dividend of $0.20 per share, which was paid in cash on March 30, 2026 to shareholders of record as of March 12, 2026.

On May 12, 2026, the Board of Directors of the Company declared a dividend of $0.22 per share which is payable in cash on or around June 22, 2026 to shareholders of record as of May 27, 2026.

Any dividend that we declare is at the discretion of our Board of Directors. We cannot assure you that our dividend will not be reduced or eliminated in the future, and changes in our dividend policy could adversely affect the market price of our common shares.

Corporate and other matters

On May 12, 2026, Mr. Jan Erik Klepsland notified the Company of his resignation from the Board of Directors, in connection with his departure from the Seatankers group. Mr. Klepsland has confirmed that his resignation was not the result of any disagreement with the Company regarding its operations, policies or practices, including any accounting or financial reporting matters.

Following Mr. Klepsland’s resignation, the Board of Directors will consist of six directors. The Company believes that the composition of the Board will continue to comply with applicable corporate governance requirements and New York Stock Exchange listing standards.

Israel-Gaza Conflict

Tensions related to the Israel–Gaza conflict continued to elevate maritime risks in the Red Sea during 2025, as Houthi forces expanded their attacks on commercial vessels in the Bab al‑Mandab Strait. In July 2025, the Houthis sank two commercial ships, killing four seafarers, and by late 2025 more than 100 attacks had been recorded since 2023, affecting vessels from over 60 countries. These threats kept many Europe–Asia trades rerouted around the Cape of Good Hope, although Bab al‑Mandab transits showed partial recovery by August 2025, reaching their highest level since early 2024. While the January 19, 2025 ceasefire between Israel and Hamas offered some relief to regional tensions, it did not meaningfully reduce the ongoing Houthi threat to commercial shipping. As of the date of this report, our vessels and contracts have not been materially affected by the events in the Middle East and the Red Sea.

Israel-Iran Conflict

The hostilities between Israel and Iran in 2025 and early 2026 significantly increased security risks for commercial vessels operating in the Persian Gulf and the Strait of Hormuz. Following Israeli strikes on Iran in June 2025, shipowners were warned to avoid both the Red Sea and the Persian Gulf, and many operators rerouted or slowed transits due to fears of missile attacks, sea mines and other hostile actions. The regional threat level intensified further in March 2026, when the United States jointly conducted major strikes with Israel on Iranian targets, including operations that destroyed multiple Iranian naval vessels, naval headquarters and other military infrastructure, prompting Iran to launch large‑scale retaliatory missile and drone attacks across the region. These exchanges included missile strikes that hit commercial tankers and disrupted shipping lanes.

The situation deteriorated further as Iran targeted U.S. bases in the UAE, Bahrain, Qatar, and Jordan, while some Iranian officials claimed the Strait of Hormuz was closed, triggering widespread industry concern and causing major shipping companies to suspend or halt bookings through the region. Electronic interference affecting vessel navigation systems spiked around the Strait of Hormuz, complicating safe passage and heightening operational risk. Although the strait remained technically open, the U.S.‑Iran missile exchanges in March 2026 and the U.S. Navy’s combat operations in the Persian Gulf created conditions in which shipping agencies assessed the threat level as “significant,” and many shipowners exercised extreme caution, diverted vessels, or temporarily ceased transits through the area. As of the date of this report, our vessels and contracts have not been materially affected by the events in the Strait of Hormuz or Persian Gulf.

Operating Results


	Three months ended	Three months ended
(in thousands of $)	March 31, 2026	March 31, 2025
Total operating revenues	174,483	186,739
Gain on sale of vessels	11,503	—

Total operating expenses	(129,632)	(176,077)
Operating income	56,354	10,662


Interest income	2,392	3,006
Interest expense	(38,142)	(46,207)



Other non-operating items, net	5,472	835
Equity in earnings of associated companies	631	625
Tax expense	(630)	(792)
Net income/(loss)	26,077	(31,871)

Total operating revenues

Total operating revenues decreased by 6.6% in the three months ended March 31, 2026, compared with the same period in 2025.


	Three months ended	Three months ended
(in thousands of $)	March 31, 2026	March 31, 2025
Time charter revenues	133,849	156,497

Voyage charter and pool revenues	14,735	4,420
Drilling contract revenues	22,990	22,441

Interest income - sales-type leases	—	471

Profit sharing income	1,323	1,466
Other operating income	1,586	1,444
Total operating revenues	174,483	186,739

Time charter revenues

During the three months ended March 31, 2026, time charter revenues were earned by 21 container vessels, seven car carriers, two dry bulk carriers, four Suezmax tankers, nine product tankers and one chemical tanker. The 14% decrease in time charter revenues for the three months ended March 31, 2026, compared to the same period in 2025, was mainly the result of the sale of one container vessel, 13 dry bulk carriers, one Suezmax tanker in 2025 and one Suezmax tanker in 2026. In addition, two Suezmax tankers were redelivered from their charters at the end of 2025 and have been trading in the spot market in 2026.

Voyage charter and pool revenues

During the three months ended March 31, 2026, voyage charter and pool revenues were earned by one dry bulk carrier which is sometimes chartered on a voyage-by-voyage basis, two Suezmax tankers which commenced trading in the spot market at the start of 2026, and one chemical tanker trading in a pool. During the three months ended March 31, 2025, voyage charter and pool revenues were earned by three dry bulk carriers which were occasionally chartered on a voyage-by-voyage basis and one chemical tanker trading in a pool. Voyage charter and pool revenues increased by $10.3 million in the three months ended March 31, 2026, compared to the same period in 2025, mainly due to two Suezmax tankers that were previously time chartered.

Drilling contract revenues

We earn 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. The drilling rig Hercules completed its drilling contract with Equinor in October 2024 and then moved to Norway where it has remained stacked until March 31, 2026, pending commencement of a new drilling contract. Drilling contract revenues increased by 2% in the three months ended March 31, 2026, compared to the same period in 2025, mainly because of higher rates earned by Linus.

Interest income - sales-type leases

In the three months ended March 31, 2026, we did not earn any sales-type leases interest income. In the three months ended March 31, 2025, we earned sales-type leases interest income on seven container vessels on long-term charters to Mediterranean Shipping Company S.A. and its affiliate Conglomerate Shipping Ltd. or MSC, all of which were sold between June and July 2025.

Profit share revenues

During the three months ended March 31, 2026, we recorded $1.3 million from fuel saving arrangements relating to seven container vessels on charter to Maersk, arising from the installation of scrubbers, and one scrubber-fitted car carrier on charter to Eukor Car Carriers Inc. (three months ended March 31, 2025: $1.5 million relating to seven container vessels and one car carrier).

We also had a profit share arrangement related to the eight Capesize dry bulk vessels which were on charter to a subsidiary of Golden Ocean until their disposal in July 2025, under which we earned a 33% profit share above the base charter rates, calculated and paid on a quarterly basis. In the three months ended March 31, 2025, we recognized $0.0 million of profit share revenue under this arrangement.

Gain on sale of vessels

In the three months ended March 31, 2026, we recorded a net gain of $11.5 million relating to the disposal of one Suezmax tanker. We did not sell any vessels during the three months ended March 31, 2025.

Operating expenses


	Three months ended	Three months ended
(in thousands of $)	March 31, 2026	March 31, 2025


Vessel and rig operating expenses	67,576	75,797
Depreciation	54,460	60,911
Vessel impairment charge	—	34,093


Administrative expenses	7,596	5,276
Total operating expenses	129,632	176,077

Vessel and rig operating expenses decreased by $8.2 million in the three months ended March 31, 2026, compared with the same period in 2025. The decrease is mainly due to the sale of one container vessel, 13 dry bulk carriers and one Suezmax tanker in 2025 and the sale of one Suezmax tanker in 2026. In addition, dry dock costs were lower due to three vessels dry docked in the three months ended March 31, 2026, compared to six vessels in the same period in 2025. The decrease was slightly offset by an increase in the operating costs for the drilling rig Linus in the three months ended March 31, 2026, compared to the same period in 2025, as a result of elevated operational costs.

Depreciation expense decreased by 11% for the three months ended March 31, 2026, compared to the same period in 2025, mainly due to the sale of one container vessel, 13 dry bulk carriers and one Suezmax tanker in 2025. This was partially offset by the addition of capital upgrades on 14 container vessels, one car carrier, one chemical tanker, four Suezmax tankers and two drilling rigs in 2025.

No impairment charge was recorded in the three months ended March 31, 2026. In the three months ended March 31, 2025, we recorded an impairment loss of $34.1 million on seven dry bulk carriers, based on estimated fair value of the vessels using a market approach. The impairment charge was primarily triggered by updated expectations on the timing of potential disposal of the vessels, future estimated cash flows based on current market conditions and outlook, and amounts of disposal proceeds expected to be received. The increasing estimated future costs stemming from U.S. and international trade policies, including tariffs and port fees, have negatively impacted estimated future earnings and values of the vessels in 2025.

Administrative expenses for the three months ended March 31, 2026 increased by $2.3 million compared with the same period in 2025, mainly due to higher legal and professional fees arising from business activities such as vessel financing and contracting, as well as legal fees related to the Seadrill appeal proceedings.

Interest income

Total interest income decreased by $0.6 million for the three months ended March 31, 2026, compared to the same period in 2025, mainly due to lower interest earned on bank deposits and short-term investments.

Interest expense

Interest expense for the three months ended March 31, 2026, was $38.1 million compared with $46.2 million for the three months ended March 31, 2025. The decrease in interest expense for the three months ended March 31, 2026, compared to the same period in 2025, is mainly due to lower benchmark interest rates, particularly SOFR, which reduced borrowing costs on U.S. dollar floating-rate debt. Changes in interest related to the bonds are due to movements in foreign currency exchange rate, repayments and redemptions.

Other non-operating items


	Three months ended	Three months ended
(in thousands of $)	March 31, 2026	March 31, 2025


Gain/(Loss) on investments in equity securities	1,928	(360)
Interest and valuation gain/(loss) on non-designated derivatives	3,195	(985)
Other financial items, net	349	2,180
Total other non-operating items	5,472	835

In the three months ended March 31, 2026, total other non-operating items amounted to a gain of $5.5 million compared to a gain of $0.8 million in the three months ended March 31, 2025. This movement is mainly affected by a gain on valuation of non-designated derivatives and a gain on investment in equity securities. The gains are offset by less favorable foreign exchange fluctuations.

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. The Company holds 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, the Company’s largest shareholder and a related party. The net income of the River Box group is included under “Equity in earnings of associated companies” during the three months ended March 31, 2026 and March 31, 2025. The total equity in earnings of associated companies in the three months ended March 31, 2026, was $0.6 million (three months ended March 31, 2025: $0.6 million).

Tax expense

In the three months ended March 31, 2026, we recorded a tax expense of $0.6 million which relates mainly to the operations of the drilling rig Linus in Norway. In the three months ended March 31, 2025, we recorded a tax expense of $0.8 million mainly due to the operations of Linus in Norway.

Liquidity and Capital Resources

As of March 31, 2026, we had total cash and cash equivalents of $127.6 million and investments in equity securities of $6.2 million.

In the three months ended March 31, 2026, we generated cash of $34.1 million net from operations, generated $40.9 million net in investing activities and used $98.2 million net for financing activities.

Cash flows provided by operating activities for the three months ended March 31, 2026 decreased to $34.1 million, from $78.6 million for the same period in 2025, mainly due to changes in operating income received and the timing of charter hire and trade and other receivables.

Investing activities generated cash of $40.9 million in the three months ended March 31, 2026, compared to $20.1 million used in the same period in 2025. The shift to net cash provided by investing activities in the three months ended March 31, 2026, compared to cash used in the same period in 2025, is primarily attributable to higher proceeds from vessel sales, together with lower spending on vessel acquisitions, capital improvements, newbuilding installments and deposits. During the three months ended March 31, 2026, cash outflows totaling $7.4 million primarily related to capital upgrades for three container vessels, two chemical tankers, and capital upgrades for Hercules and Linus. In comparison, cash outflows totaling $20.1 million in the same period in 2025 primarily related to capital upgrades of nine container vessels and one tanker. Additionally, there was an increase in cash inflows from vessel sales. During the three months ended March 31, 2026, we received $48.3 million from the sale of one tanker vessel, compared to no vessel sales in the comparable period in 2025.

Net cash used in financing activities was $98.2 million for the three months ended March 31, 2026, compared to $19.1 million used in the same period in 2025. The increase was primarily driven by higher debt repayments, which totaled $220.0 million, compared to $112.2 million in the comparable period in 2025. The increase in debt repayments was partially offset by debt proceeds amounting to $150.0 million in the three months ended March 31, 2026, compared to $153.4 million in the same period in 2025. Additionally, there were no cash outflows in the three months ended March 31, 2026 related to bond repurchases, swap settlements, or share repurchases, compared to $11.1 million, $6.3 million and $4.1 million respectively, in the same period in 2025. Furthermore, dividends paid amounted to $26.6 million in the three months ended March 31, 2026, compared to $36.2 million in the same period in 2025.

In addition to bank loans, we continually monitor equity and debt capital market conditions and may raise additional capital through the issuance of equity, debt or hybrid securities from time to time.

In March 2026, one of our wholly-owned subsidiaries entered into a $100.0 million senior secured revolving credit facility in connection with the Hercules rig. The facility bears interest at SOFR plus an applicable margin. In addition, we maintain a general share lending agreement that provides access to up to $60.0 million in cash collateral, callable at any time, in connection with the shares lent.

A significant portion of our outstanding debt will be due within one year of this report for which we have already initiated discussions and negotiations with financial institutions regarding the refinancing of such maturing credit facilities. Given our finance structure, we will, as expected, consistently have significant debt maturities due within a twelve-month period that have not yet been refinanced. However, with our extensive history and successful track record in securing financing and refinancing, we believe that we will be reasonably able to obtain the necessary refinancing for these facilities on or before their maturity. However, no assurance can be given that all such facilities will be timely refinanced on acceptable terms or at all.

The following table presents an overall summary of our borrowings as of March 31, 2026.


			Outstanding balance
(in millions of $)			as of March 31, 2026
Unsecured borrowings:
7.25% senior unsecured sustainability-linked bonds due 2026			150.0
8.875% senior unsecured sustainability-linked bonds due 2027			150.0
8.25% senior unsecured sustainability-linked bonds due 2028			147.6
NOK750 million senior unsecured floating rate bonds due 2029			77.3
7.75% senior unsecured sustainability-linked bonds due 2030			144.4
Total bonds			669.3
Lease debt financing			666.6
U.S. dollar denominated floating rate debt			1,183.6

Total borrowings			2,519.5

As of March 31, 2026, 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 $202.2 million and $165.3 million respectively.

Agreements related to long-term debt provide limitations on the amount of total borrowings and secured debt, and acceleration of payment under certain circumstances, including failure to satisfy certain financial covenants. As of March 31, 2026, we were in compliance with all of the covenants contained in our financing agreements.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Matters discussed in this annual report and the documents incorporated by reference may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which provides safe harbor protections for forward-looking statements in order to encourage companies to provide prospective information about their business. Forward-looking statements include, but are not limited to, statements concerning plans, objectives, goals, strategies, future events or performance, underlying assumptions and other statements, which are other than statements of historical facts.

These statements reflect the Company’s current views with respect to future events and financial performance and are not intended to give any assurance as to future results. When used in this document, the words “believe,” “anticipate,” “intend,” “estimate,” “forecast,” “project,” “plan,” “potential,” “will,” “may,” “should,” “expect,” “targets,” “likely,” “would,” “could” “seeks,” “continue,” “possible,” “might,” “pending” and similar expressions, terms or phrases may identify forward-looking statements.

The forward-looking statements herein are based upon various assumptions, many of which are based, in turn, upon further assumptions, including, without limitation, management’s examination of historical operating trends, data contained in the Company’s records and other data available from third parties. Although the Company believes that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond its control, the Company cannot assure you that it will achieve or accomplish these expectations, beliefs or projections.

Such statements reflect the Company’s current views with respect to future events and are subject to certain risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described herein as anticipated, believed, estimated, expected or intended. The Company is making investors aware that such forward-looking statements, because they relate to future events, are by their very nature subject to many important factors that could cause actual results to differ materially from those contemplated. In addition to these important factors and matters discussed elsewhere herein, important factors that, in the Company’s view, could cause actual results to differ materially from those discussed in the forward-looking statements include, but are not limited to:

▪the strength of world economies and currencies;

▪inflationary pressures and central bank policies intended to combat overall inflation and rising interest rates and foreign exchange rates;

▪the Company’s ability to generate cash to service its indebtedness;

▪the Company’s ability to continue to satisfy its financial and other covenants, or obtain waivers relating to such covenants from its lenders under its credit facilities;

▪the availability of financing and refinancing, as well as the Company’s ability to obtain such financing or refinancing in the future to fund capital expenditures, acquisitions and other general corporate activities and the Company's ability to comply with the restrictions and other covenants in its financing arrangements;

▪the Company’s counterparties’ ability or willingness to honor their obligations under agreements with it;

▪general market conditions in the seaborne transportation industry, which is cyclical and volatile, including fluctuations in charter hire rates and vessel values;

▪prolonged or significant downturns in the tanker, dry-bulk carrier, container, car carrier and/or offshore drilling charter markets;

▪the volatility of oil and gas prices, which effects, among other things, several sectors of the maritime, shipping and offshore industries, including oil transportation, dry bulk shipments, oil products transportation, car transportation and drilling rigs;

▪a decrease in the value of the market values of the Company’s vessels and drilling rigs;

▪an oversupply of vessels, including drilling rigs, which could lead to reductions in charter hire rates and profitability;

▪any inability to retain and recruit qualified key executives, key employees, key consultants or skilled workers;

▪the potential difference in interests between or among certain of the Company’s directors, officers, key executives and shareholders, including Hemen Holding Limited, or Hemen, our largest shareholder;

▪the risks associated with the purchase of second-hand vessels;

▪the aging of the Company’s fleet which could result in increased operating costs, impairment or loss of hire;

▪the adequacy of insurance coverage for inherent operational risks, and the Company’s ability to obtain indemnities from customers, changes in laws, treaties or regulations;

▪changes in supply and generally the number, size and form of providers of goods and services in the markets in which the Company operates;

▪the supply of and demand for oil and oil products and vessels, including drilling rigs, comparable to ours, including against the background of the possibility of accelerated climate change transition worldwide, including shifts in consumer demand for other energy resources could have an accelerated negative effect on the demand for oil and thus its transportation and drilling;

▪changes in market demand in countries which import commodities and finished goods and changes in the amount and location of the production of those commodities and finished goods and resulting changes to trade patterns;

▪delays or defaults by the shipyards in the construction of our newbuildings;

▪technological innovation in the sectors in which we operate and quality and efficiency requirements from customers;

▪technology risk associated with energy transition and fleet/systems rejuvenation to alternative propulsions;

▪risks associated with potential cybersecurity or other privacy threats and data security breaches;

▪our ability to comply with, and the expected cost of, governmental regulations and maritime self-regulatory organization standards, including new environmental regulations and standards, as well as standard regulations imposed by our charterers applicable to our business;

▪governmental laws and regulations, including environmental regulations, that add to our costs or the costs of our customers;

▪potential liability from safety, environmental, governmental and other requirements and potential significant additional expenditures related to complying with such regulations;

▪the impact of increasing scrutiny and changing expectations from investors, lenders, charterers and other market participants with respect to our Environmental, Social and Governance, or ESG, practices;

▪increased inspection procedures and more restrictive import and export controls;

▪the imposition of sanctions by the Office of Foreign Assets Control of the Department of the U.S. Treasury or pursuant to other applicable laws or regulations imposed by the U.S. government, the European Union, the United Nations or other governments against the Company or any of its subsidiaries;

▪compliance with governmental, tax, environmental and safety regulation, any non-compliance with the U.S. Foreign Corrupt Practices Act of 1977 or other applicable regulations relating to bribery;

▪changes in the Company’s operating expenses, including bunker prices, drydocking and insurance costs;

▪fluctuations in currencies and interest rates such as Norwegian Inter-Bank Offer Rate, or NIBOR, and Secured Overnight Financing Rate, or SOFR;

▪the impact that any discontinuance, modification or other reform or the establishment of alternative reference rates may have on our floating interest rate debt instruments;

▪the volatility of prevailing spot market charter rates, which effects the amount of profit sharing payment the Company receives under our charters;

▪the volatility or adverse conditions in global capital markets that may limit the Company’s ability to issue equity or debt securities on favorable terms, including through at‑the‑market programs or follow‑on offerings;

▪changes in the Company’s dividend policy;

▪the future sale and volatility of the price of the Company’s common shares;

▪the failure to protect the Company’s information security management system against security breaches, or the failure or unavailability of these systems for a significant period of time;

▪the entrance into transactions that expose the Company to additional risk outside of its core business;

▪difficulty managing planned growth properly;

▪the Company’s incorporation under the laws of Bermuda and the different rights to relief that may be available compared to other countries, including the United States;

▪the Company potentially becoming subject to corporate income tax in Bermuda in the future;

▪shareholders’ reliance on the Company to enforce the Company’s rights against contract counterparties;

▪dependence on the ability of the Company’s subsidiaries to distribute funds to satisfy financial obligations and make dividend payments;

▪the potential for shareholders to not be able to bring a suit against the Company or enforce a judgment obtained against the Company in the United States;

▪treatment of the Company as a “passive foreign investment company” by U.S. tax authorities;

▪being required to pay taxes on U.S. source income;

▪the Company’s operations being subject to economic substance requirements;

▪the exercise of a purchase option by the charterer of a vessel;

▪the outcome, timing and potential financial impact of ongoing or future litigation, arbitration proceedings or appeals, including litigation related to claims raised by public-interest organizations or activism with regard to failure to adapt or mitigate climate impact;

▪increased cost of capital or limiting access to funding due to EU Taxonomy or relevant territorial taxonomy regulations;

▪the arresting or attachment of one or more of the Company’s vessels or rigs by maritime claimants;

▪damage to storage, receiving and other shipping inventories’ facilities;

▪impacts of supply chain disruptions and market volatility

▪the implementation, expansion or escalation of trade restrictions, tariffs, port fees or retaliatory measures by the United States, China, the European Union or other jurisdictions, and the impact such measures may have on trade volumes, vessel utilization, operating costs and asset values;

▪potential requisition of the Company’s vessels or rigs by a government during a period of war or emergency;

▪world events, political instability, international sanctions or international hostilities, including the war between Russia and Ukraine, the Iran conflict and related developments in the Middle East, including ongoing and emerging conflicts affecting key shipping routes such as the Strait of Hormuz or the Red Sea; and

▪other important factors described under the heading “Risk Factors” in the Company’s Annual Report on Form 20-F for the year ended December 31, 2025, as well as those described from time to time in the reports filed by the Company with the SEC.

This report may contain assumptions, expectations, projections, intentions and beliefs about future events. These statements are intended as forward-looking statements. The Company may also from time to time make forward-looking statements in other documents and reports that are filed with or submitted to the SEC, in other information sent to the Company’s security holders, and in other written materials. The Company also cautions that assumptions, expectations, projections, intentions and beliefs about future events may and often do vary from actual results and the differences can be material. The Company undertakes no obligation to publicly update or revise any forward-looking statement contained in this report, whether as a result of new information, future events or otherwise, except as required by law.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


			SFL CORPORATION LTD

Date: May 13, 2026


			By:			/s/ Aksel C. Olesen
			Name: Aksel C. Olesen
			Principal Financial Officer