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What changed in Star Bulk Carriers Corp.'s 20-F — 2024 vs 2025

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Paragraph-level year-over-year comparison of Star Bulk Carriers Corp.'s 2024 and 2025 20-F annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+462 added−646 removedSource: 20-F (2026-03-19) vs 20-F (2025-03-19)

Top changes in Star Bulk Carriers Corp.'s 2025 20-F

462 paragraphs added · 646 removed · 355 edited across 5 sections

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

97 edited+46 added−63 removed157 unchanged
Biggest changeAdditionally, before exiting lay-up, we will have to pay reactivation costs for any such vessel to regain its operational condition. As a result, adverse economic, political, social or other developments affecting charter rates could have a material adverse effect on our business, results of operations and cash flows, ability to pay dividends and compliance with covenants in our credit facilities.
Biggest changeAs a result, adverse economic, political, social or other developments affecting charter rates could have a material adverse effect on our business, results of operations and cash flows, ability to pay dividends and compliance with covenants in our credit facilities. 3 Table of Contents Global economic conditions and political instability may continue to negatively impact the dry bulk shipping industry and may materially affect our results of operations and financial condition.
Our business could also be materially and adversely impacted by trade tariffs, trade embargoes or other economic sanctions that limit trading activities by the United States or other countries against countries in the Middle East, Asia or elsewhere as a result of terrorist attacks, hostilities or diplomatic or political pressures.
Our business could also be materially and adversely impacted by trade tariffs, trade embargoes or other economic sanctions that limit trading activities by the United States or other countries against countries in the Middle East, Asia or elsewhere as a result of terrorist or other attacks, hostilities or diplomatic or political pressures.
At this time, it is difficult to assess the likelihood of such threat and any potential impact at this time. We are subject to certain risks with respect to our counterparties on contracts.
At this time, it is difficult to assess the likelihood of such threat and any potential impact. We are subject to certain risks with respect to our counterparties on contracts.
Our executive officers may devote less time to us than if they were not engaged in other business activities and may owe fiduciary duties to the shareholders of other companies with which they may be affiliated, including those companies listed above.
In addition, our executive officers may devote less time to us than if they were not engaged in other business activities and may owe fiduciary duties to the shareholders of other companies with which they may be affiliated, including those companies listed above.
Our corporate affairs are governed by our Fourth Amended and Restated Articles of Incorporation (the “Articles of Incorporation”) and our Third Amended and Restated Bylaws (the “Bylaws”) and by the Marshall Islands Business Corporations Act (the “MIBCA”). The provisions of the MIBCA resemble provisions of the corporation laws of a number of states in the United States.
Our corporate affairs are governed by our Fourth Amended and Restated Articles of Incorporation (the “Articles of Incorporation”) and our Fourth Amended and Restated Bylaws (the “Bylaws”) and by the Marshall Islands Business Corporations Act (the “MIBCA”). The provisions of the MIBCA resemble provisions of the corporation laws of a number of states in the United States.
Furthermore, it is possible that third parties with whom we have charter contracts may be impacted by events in Russia, Ukraine, Israel, Palestine and the Middle East, which could adversely affect our operations.
Furthermore, it is possible that third parties with whom we have charter contracts may be impacted by events in Russia, Ukraine, Israel, Palestine, Iran and the Middle East, which could adversely affect our operations.
Our future growth will primarily depend upon a number of factors, some of which may not be within our control, including our ability to: identify suitable dry bulk carriers, including newbuilding slots at shipyards and/or shipping companies for acquisitions at attractive prices; obtain required financing for our existing and new operations; identify businesses engaged in managing, operating or owning dry bulk carriers for acquisitions or joint ventures; integrate any acquired dry bulk carriers or businesses successfully with our existing operations, 18 Table of Contents including obtaining any approvals and qualifications necessary to operate vessels that we acquire; hire, train and retain qualified personnel and crew to manage and operate our growing business and fleet; identify new markets; enhance our customer base; and improve our operating, financial and accounting systems and controls.
Our future growth will primarily depend upon a number of factors, some of which may not be within our control, including our ability to: identify suitable dry bulk carriers, including newbuilding slots at shipyards and/or shipping companies for acquisitions at attractive prices; obtain required financing for our existing and new operations; identify businesses engaged in managing, operating or owning dry bulk carriers for acquisitions or joint ventures; integrate any acquired dry bulk carriers or businesses successfully with our existing operations, including obtaining any approvals and qualifications necessary to operate vessels that we acquire; hire, train and retain qualified personnel and crew to manage and operate our growing business and fleet; identify new markets; enhance our customer base; and improve our operating, financial and accounting systems and controls.
Furthermore, Houthi seizures and attacks on commercial vessels in the Red Sea and the Gulf of Aden have impacted the global economy as some companies have decided to reroute vessels to avoid the Suez Canal and Red Sea.
The Houthi seizures and attacks on commercial vessels in the Red Sea and the Gulf of Aden have impacted the global economy as some companies have decided to reroute vessels to avoid the Suez Canal and Red Sea.
Risk Factors Risk Factor Summary Risks Related to Our Industry • Our results of operations and financial condition depend significantly on charter rates for dry bulk vessels, which may be highly volatile and are affected by macroeconomic factors outside of our control; • Global economic conditions may continue to negatively impact the dry bulk shipping industry and may materially affect our results of operations and financial condition; • A variety of shipping industry factors, including among our competitors, along with general economic conditions may cause a decline in the market values of our vessels which could limit the amount of funds that we can borrow, cause us to breach certain financial covenants in our credit facilities, result in impairment charges or losses on sale; • We are subject to complex laws and regulations, including environmental regulations, international safety regulations and vessel requirements imposed by classification societies that can adversely affect the cost, manner or feasibility of doing business; • The operation of dry bulk carriers entails certain operational risks that could affect our earnings and cash flow; • If our vessels call on ports or territories located in countries that are subject to restrictions, sanctions, or embargoes imposed by the United States government, the EU, the United Nations (“UN”) or other governments, it could lead to monetary fines or other penalties and adversely affect our reputation and the price for our common shares; 6 Table of Contents • Fuel or bunker prices and marine fuel availability have adversely affected our profitability and may adversely affect our profitability in the future; • Failure to comply with the U.S.
Risk Factors Risk Factor Summary Risks Related to Our Industry · Our results of operations and financial condition depend significantly on charter rates for dry bulk vessels, which may be highly volatile and are affected by macroeconomic factors outside of our control; · Global economic conditions and political instability may continue to negatively impact the dry bulk shipping industry and may materially affect our results of operations and financial condition; · A variety of shipping industry factors, including among our competitors, along with general economic conditions may cause a decline in the market values of our vessels which could limit the amount of funds that we can borrow, cause us to breach certain financial covenants in our credit facilities, result in impairment charges or losses on sale; · We are subject to complex laws and regulations, including environmental regulations, international safety regulations and vessel requirements imposed by classification societies that can adversely affect the cost, manner or feasibility of doing business; · The operation of dry bulk carriers entails certain operational risks that could affect our earnings and cash flow; · If our vessels call on ports or territories located in countries that are subject to restrictions, sanctions, or embargoes imposed by the U.S. government, the EU, the United Nations (“UN”) or other governments, it could lead to monetary fines or other penalties and adversely affect our reputation and the price for our common shares; · Fuel or bunker prices and marine fuel availability have adversely affected our profitability and may adversely affect our profitability in the future; · Failure to comply with the U.S.
Changes in the economic conditions of China, and policies adopted by the government to regulate its economy, tax matters and environmental concerns (such as achieving carbon neutrality) and their implementation by local authorities could affect our vessels that are either chartered to Chinese customers or that call to Chinese ports, our vessels that undergo dry docking at Chinese shipyards and the financial institutions with whom we have entered into financing agreements, and could have a material adverse effect on our business, results of operations and financial condition.
Changes in the economic conditions of China, and policies adopted by the government to regulate its economy, tax matters and environmental concerns (such as achieving carbon neutrality) and their implementation by local authorities could affect our vessels that are either chartered to Chinese customers or that call to Chinese ports, our vessels that undergo dry docking and our newbuilding vessels that are being built at Chinese shipyards and the financial institutions with whom we have entered into financing agreements, and could have a material adverse effect on our business, results of operations and financial condition.
Risks Related to Our Company • We may face liquidity issues if conditions in the dry bulk market worsen for a prolonged period and cause us to fail to comply with the terms of our debt agreements which could adversely affect our business, including our ability to refinance our indebtedness and pay dividends; • An increase in the Secured Overnight Finance Rate (“SOFR”) could affect our earnings and cash flow; • We have considerable risks relating to the construction of our newbuilding vessels ; • We may not have adequate insurance to compensate us if we lose our vessels or they suffer significant damages or to compensate third parties for any damages to their property; • We depend upon third-party and/or affiliated managers to provide the technical management of our fleet; • The aging of our fleet and our practice of purchasing and operating secondhand vessels may result in increased operating costs and vessels off-hire, which could adversely affect our earnings; and • We may be unable to attract and retain qualified, skilled employees or crew necessary to operate our business.
Risks Related to Our Company · We may face liquidity issues if conditions in the dry bulk market worsen for a prolonged period and cause us to fail to comply with the terms of our debt agreements which could adversely affect our business, including our ability to refinance our indebtedness and pay dividends; · An increase in the Secured Overnight Finance Rate (“SOFR”) could affect our earnings and cash flow; · We have considerable risks relating to the construction of our newbuilding vessels and the potential acquisition of the secondhand vessels that we have agreed to acquire; · We may not have adequate insurance to compensate us if we lose our vessels or they suffer significant damages or to compensate third parties for any damages to their property; · We depend upon third-party and/or affiliated managers to provide the technical management of our fleet; · The aging of our fleet and our practice of purchasing and operating secondhand vessels may result in increased operating costs and vessels off-hire, which could adversely affect our earnings; and · We may be unable to attract and retain qualified, skilled employees or crew necessary to operate our business.
In addition, a number of our newbuilding vessels are being built at Chinese shipyards. We conduct a substantial portion of our business in China or with Chinese counter parties. A decrease in the level of imports to and exports from China could adversely affect our business, results of operations and financial condition.
In addition, all of our newbuilding vessels are being built at Chinese shipyards. We conduct a substantial portion of our business in China or with Chinese counter parties. A decrease in the level of imports to and exports from China could adversely affect our business, results of operations and financial condition.
The price and supply of fuel are unpredictable and fluctuate based on events outside our control, including geopolitical developments (such as the ongoing conflicts between Russia and Ukraine and between Israel and Hamas and related conflicts in the Middle East), supply and demand for oil and gas, actions by the Organization of the Petroleum Exporting Countries and other oil and gas producers, war and unrest in oil producing countries and regions, regional production patterns and environmental concerns.
The price and supply of fuel are unpredictable and fluctuate based on events outside our control, including geopolitical developments (such as the ongoing conflicts between Russia and Ukraine, between Israel and Hamas and between the United States, Israel and Iran and related conflicts in the Middle East), supply and demand for oil and gas, actions by the Organization of the Petroleum Exporting Countries and other oil and gas producers, war and unrest in oil producing countries and regions, regional production patterns and environmental concerns.
For example, although our Board of Directors currently includes seven members who are independent under the Nasdaq rules, we may in the future have less than a majority of directors who would be deemed independent, as permitted under Marshall Islands law.
For example, although our Board of Directors currently includes eight members who are independent under the Nasdaq rules, we may in the future have less than a majority of directors who would be deemed independent, as permitted under Marshall Islands law.
In 2022, in response to the ongoing conflict in Ukraine, the U.S. and several European countries imposed various economic sanctions against Russia, prohibitions on imports of Russian energy products, including crude oil, petroleum, petroleum fuels, oils, liquefied natural gas and coal, and prohibitions on investments in the Russian energy sector by US persons, among other restrictions.
In 2022, in response to the ongoing conflict in Ukraine, the United States and several European countries imposed various economic sanctions against Russia, prohibitions on imports of Russian energy products, including crude oil, petroleum, petroleum fuels, oils, liquefied natural gas and coal, and prohibitions on investments in the Russian energy sector by U.S. persons, among other restrictions.
The international shipping industry faces risks inherent to global operations. Our vessels and their cargoes risk damage or loss as a result of events including, but not limited to, marine disasters, bad weather, mechanical failures, human error, 12 Table of Contents environmental accidents, war, terrorism, piracy and other circumstances or events.
The international shipping industry faces risks inherent to global operations. Our vessels and their cargoes risk damage or loss as a result of events including, but not limited to, marine disasters, bad weather, mechanical failures, human error, environmental accidents, war, terrorism, piracy and other circumstances or events.
Foreign Corrupt Practices Act (the “FCPA”) and other anti-corruption laws could result in fines, criminal penalties, charter terminations and an adverse effect on our business; • Our operating results are subject to seasonal fluctuations; and • Acts of piracy and attacks on ocean-going vessels could adversely affect our business.
Foreign Corrupt Practices Act (the “FCPA”) and other anti-corruption laws could result in fines, criminal penalties, charter terminations and an adverse effect on our business; 1 Table of Contents · Our operating results are subject to seasonal fluctuations; and · Acts of piracy and attacks on ocean-going vessels could adversely affect our business.
Since we charter our vessels principally in the spot market, our revenues from our dry bulk carriers are historically weaker during the fiscal quarters ended March 31 and June 30, and stronger during the fiscal quarters ended September 30 and December 31. Acts of piracy and attacks on ocean-going vessels could adversely affect our business.
Since we charter our vessels principally in the spot market, our revenues from our dry bulk carriers are historically weaker during the fiscal quarters ended March 31 and June 30, and stronger during the fiscal quarters ended September 30 and December 31. 9 Table of Contents Acts of piracy and attacks on ocean-going vessels could adversely affect our business.
Our payment of these calls and any significant loss or liability for which we are not insured could have a material adverse effect on our business and financial condition. We depend upon third-party and/or affiliated managers to provide the technical management of our fleet.
Our payment of these calls and any significant loss or liability for which we are not insured could have a material adverse effect on our business and financial condition. 12 Table of Contents We depend upon third-party and/or affiliated managers to provide the technical management of our fleet.
If our expenditures on such costs and fees were significant, and the U.S. dollar were weak against such currencies, our business, results of operations, cash flows, financial condition and ability to pay dividends could be adversely affected. 14 Table of Contents Our operating results are subject to seasonal fluctuations.
If our expenditures on such costs and fees were significant, and the U.S. dollar were weak against such currencies, our business, results of operations, cash flows, financial condition and ability to pay dividends could be adversely affected. Our operating results are subject to seasonal fluctuations.
Factors that influence the demand for dry bulk vessel capacity include: supply of and demand for energy resources, commodities, and semi-finished consumer and industrial products and the location of consumption versus the location of their regional and global exploration, production or manufacturing facilities; the globalization of production and manufacturing; global and regional economic and political conditions and developments, including armed conflicts such as the ongoing conflict between Russia and Ukraine, the conflict between Israel and Hamas and related conflicts in the Middle East, the Houthi seizures and attacks on vessels traveling through the Red Sea and the Gulf of Aden and terrorist activities; natural disasters and weather; pandemics; embargoes and strikes; disruptions and developments in international trade, including trade disputes or the imposition of tariffs on various commodities or finished goods; changes in seaborne and other transportation patterns, including the distance cargo is transported by sea; environmental and other legal regulatory developments; and currency exchange rates.
Factors that influence the demand for dry bulk vessel capacity include: supply of and demand for energy resources, commodities, and semi-finished consumer and industrial products and the location of consumption versus the location of their regional and global exploration, production or manufacturing facilities; the globalization of production and manufacturing; global and regional economic and political conditions and developments, including armed conflicts such as the ongoing conflict between Russia and Ukraine, the conflict between Israel and Hamas, the conflict between the United States, Israel and Iran and related conflicts in the Middle East, the attacks on commercial vessels and effective shutdown of the Strait of Hormuz, the Houthi seizures and attacks on vessels traveling through the Red Sea and the Gulf of Aden and terrorist activities; natural disasters and weather; pandemics; embargoes and strikes; disruptions and developments in international trade, including trade disputes or the imposition of tariffs on various commodities or finished goods; changes in seaborne and other transportation patterns, including the distance cargo is transported by sea; environmental and other legal regulatory developments; and currency exchange rates.
Any of the foregoing could be disruptive to our business and could have an adverse effect on our business, financial condition, cash flows or operating results. EU Finance ministers rate jurisdictions for tax rates and tax transparency, governance and real economic activity.
Any of the foregoing could be disruptive to our business and could have an adverse effect on our business, financial condition, cash flows or operating results. 18 Table of Contents EU Finance ministers rate jurisdictions for tax rates and tax transparency, governance and real economic activity.
These anti-takeover provisions could substantially impede the ability of public shareholders to benefit from a change in control and, as a result, may adversely affect the market price of our common shares and your ability to realize any potential change of control premium.
These anti-takeover provisions could substantially impede the ability of public shareholders to benefit from a change in control and, as a result, may adversely affect the market price of our common shares and your ability to realize any potential change of control premium. 19 Table of Contents
Acts of piracy and attacks have historically affected ocean-going vessels trading in certain regions of the world, such as the South China Sea, the Gulf of Aden and the Red Sea. Piracy continues to occur in the Gulf of Aden, off the coast of Somalia, and increasingly in the Gulf of Guinea.
Acts of piracy and attacks have affected ocean-going vessels trading in certain regions of the world, such as the South China Sea, the Gulf of Aden, the Strait of Hormuz and the Red Sea. Piracy continues to occur in the Gulf of Aden, off the coast of Somalia, and increasingly in the Gulf of Guinea.
The safety and security of our vessels and efficient operation of our business, including processing, transmitting and storing electronic and financial information, depends on computer hardware and software systems, which are increasingly vulnerable 16 Table of Contents to security breaches and other disruptions.
The safety and security of our vessels and efficient operation of our business, including processing, transmitting and storing electronic and financial information, depends on computer hardware and software systems, which are increasingly vulnerable to security breaches and other disruptions.
Risks Related to Our Corporate Structure and Our Common Shares • We are a holding company and depend on the ability of our subsidiaries to distribute funds to us in order to satisfy our financial obligations and to make dividend payments; 7 Table of Contents • We may need to raise additional capital in the future, which may not be available on favorable terms or at all or which may dilute our common stock or adversely affect its market price; • Our financing arrangements impose a number of restrictions on our ability to pay dividends, and we may not be able to pay dividends even though we have an established dividend policy; • The price of our common shares may be highly volatile; and • Anti-takeover provisions in our organizational documents could have the effect of discouraging, delaying or preventing a merger or acquisition, or could make it difficult for our shareholders to replace or remove our current Board of Directors, which could adversely affect the market price of our common shares.
Risks Related to Our Corporate Structure and Our Common Shares · We are a holding company and depend on the ability of our subsidiaries to distribute funds to us in order to satisfy our financial obligations and to make dividend payments; · We may need to raise additional capital in the future, which may not be available on favorable terms or at all or which may dilute our common stock or adversely affect its market price; · Our financing arrangements impose a number of restrictions on our ability to pay dividends, and we may not be able to pay dividends even though we have an established dividend policy; · The price of our common shares may be highly volatile; and · Anti-takeover provisions in our organizational documents could have the effect of discouraging, delaying or preventing a merger or acquisition, or could make it difficult for our shareholders to replace or remove our current Board of Directors, which could adversely affect the market price of our common shares. 2 Table of Contents The following risks relate principally to the industry in which we operate and our business in general.
Further, fuel may become much more expensive in the future, which may reduce our profitability and the competitiveness of our business versus other forms 13 Table of Contents of transportation, such as truck or rail.
Further, fuel may become much more expensive in the future, which may reduce our profitability and the competitiveness of our business versus other forms of transportation, such as truck or rail.
We have entered into, and may enter in the future into, various contracts, including charter parties and contracts of affreightment with our customers, newbuilding contracts with shipyards, credit facilities with our lenders and operating leases as charterers. These agreements subject us to counterparty risks.
We have entered into, and may enter in the future into, various contracts, including charter parties and contracts of affreightment with our customers, newbuilding contracts with shipyards, contracts for the purchase of secondhand vessels, credit facilities with our lenders and operating leases as charterers. These agreements subject us to counterparty risks.
Even in the absence of climate control legislation and regulations, our business and operations may be materially affected to the extent that climate change results in sea level changes or more frequent or intense weather events. For additional information see “Item 4. Information on the Company––B. Business Overview––Environmental and Other Regulations in the Shipping Industry”.
Even in the absence of climate control legislation and regulations, our business and operations may be materially affected to the extent that climate change results in sea level changes or more frequent or intense weather events. For additional information see “Item 4. Information on the Company––B.
In addition, as a FPI we 22 Table of Contents are not required to comply with all of the periodic disclosure and current reporting requirements of the Exchange Act applicable to U.S. domestic companies whose securities are registered under the Exchange Act. See “Item 16G. Corporate Governance” for further details.
In addition, as an FPI we are not required to comply with all of the periodic disclosure and current reporting requirements of the Exchange Act applicable to U.S. domestic companies whose securities are registered under the Exchange Act. See “Item 16G. Corporate Governance” for further details.
There can be no assurance that we will remain in compliance with Nasdaq’s listing qualification rules, or that our common shares will not be delisted, which could have an adverse effect on the market price of, and the efficiency of the trading market for, our common shares and could cause a default under certain senior secured credit facilities. 24 Table of Contents The price of our common shares may be highly volatile.
There can be no assurance that we will remain in compliance with Nasdaq’s listing qualification rules, or that our common shares will not be delisted, which could have an adverse effect on the market price of, and the efficiency of the trading market for, our common shares and could cause a default under certain senior secured credit facilities.
However, if we do not adapt to or comply with such evolving expectations and standards, or are perceived to have failed to respond appropriately to the growing concern surrounding ESG issues, regardless of whether there is a legal requirement to do so, we may suffer from reputational damage and our business, financial condition and/or stock price could be materially and adversely affected.
The commercial tradability of our vessels could also be affected should our vessels fail to comply with charterers' ESG requirements.If we do not adapt to or comply with such evolving expectations and standards, or are perceived to have failed to respond appropriately to the growing concern surrounding ESG issues, regardless of whether there is a legal requirement to do so, we may suffer from reputational damage and our business, financial condition and/or stock price could be materially and adversely affected.
It is possible that these guidelines, including the global minimum corporate tax rate measure of 15%, could increase the burden and costs of our tax compliance, the amount of taxes we incur in those jurisdictions and our global effective tax rate, which could have a material adverse impact on our results of operations and financial results.
It is possible that these guidelines, including the global minimum corporate tax rate measure of 15%, could increase the burden and costs of our tax compliance, the amount of taxes we incur in those jurisdictions and our global effective tax rate, which could have a material adverse impact on our results of operations and financial results. 15 Table of Contents Risks Related to Our Relationships with Mr.
Our success depends in large part on our ability to attract and retain highly skilled and qualified personnel, both shoreside personnel and crew. In crewing our vessels, we require technically skilled employees with specialized training who can perform physically demanding work.
We may be unable to attract and retain qualified, skilled employees or crew necessary to operate our business. Our success depends in large part on our ability to attract and retain highly skilled and qualified personnel, both shoreside personnel and crew. In crewing our vessels, we require technically skilled employees with specialized training who can perform physically demanding work.
Future sales of our common shares could cause the market price of our common shares to decline. Our Articles of Incorporation authorize us to issue 300,000,000 common shares, of which 117,630,112 shares were issued and outstanding as of December 31, 2024. In addition, certain shareholders hold registration rights, see “Item 7. Major Shareholders and Related Party Transactions––A.
Future sales of our common shares could cause the market price of our common shares to decline. Our Articles of Incorporation authorize us to issue 300,000,000 common shares, of which 113,424,507 shares were issued and outstanding as of December 31, 2025. In addition, certain shareholders hold registration rights, see “Item 7. Major Shareholders and Related Party Transactions––A. Major Shareholders.”.
To the extent our vessels are found with contraband, whether inside or attached to the hull of our vessel and whether with or without the knowledge of any of our crew, we may face governmental or other regulatory claims or restrictions which could have an adverse effect on our reputation, business, financial condition, results of operations and cash flows.
To the extent our vessels are found with contraband, whether inside or attached to the hull of our vessel and whether with or without the knowledge of any of our crew, we may face governmental or other regulatory claims or restrictions which could have an adverse effect on our reputation, business, financial condition, results of operations and cash flows. 8 Table of Contents Maritime claimants could arrest one or more of our vessels, which could interrupt our cash flow.
A variety of shipping industry factors, including among our competitors, along with general economic conditions may cause a decline in the market values of our vessels which could limit the amount of funds that we can borrow, cause us to breach certain financial covenants in our credit facilities, result in impairment charges or losses on sale. 10 Table of Contents The fair market values of dry bulk vessels have generally experienced high volatility.
A variety of shipping industry factors, including among our competitors, along with general economic conditions may cause a decline in the market values of our vessels which could limit the amount of funds that we can borrow, cause us to breach certain financial covenants in our credit facilities, result in impairment charges or losses on sale.
If a default occurs under our credit facilities, the lenders could elect to declare the outstanding debt, together with accrued interest and other fees, to be immediately due and payable and foreclose on the collateral securing that debt, which could constitute all or substantially all of our assets (considering the cross default provisions included in our debt agreements), which would have a material adverse effect on our business, results of operations and financial condition.
If a default occurs under our credit facilities, the lenders could elect to declare the outstanding debt, together with accrued interest and other fees, to be immediately due and payable and foreclose on the collateral securing that debt, which could constitute all or substantially all of our assets (considering the cross default provisions included in our debt agreements), which would have a material adverse effect on our business, results of operations and financial condition. 10 Table of Contents An increase in the Secured Overnight Finance Rate could affect our earnings and cash flow.
Our vessels may call in ports where smugglers attempt to hide drugs and other contraband on vessels, with or without the knowledge of crew members.
The smuggling of drugs or other contraband onto our vessels may lead to governmental claims against us. Our vessels may call in ports where smugglers attempt to hide drugs and other contraband on vessels, with or without the knowledge of crew members.
The timing and amount of dividends, if any, will depend on our earnings, financial condition, cash requirements and availability, fleet renewal and expansion, restrictions in our loan agreements, if any, the provisions of Marshall Islands law affecting the payment of dividends, future changes in our dividend policy, and other factors, many of which may be beyond our control.
The timing and amount of dividends, if any, will depend on our earnings, financial condition, cash requirements and availability, restrictions in our loan agreements, applicable provisions of Marshall Islands law , and other factors, many of which may be beyond our control.
While we have Exhaust Gas Cleaning Systems (“EGCS” or “scrubbers”) fitted on 148 of the 153 vessels in our fleet on a fully delivered basis, as of the date of this annual report, pursuant to IMO sulfur cap regulations, we may be required in the future to expend more capital to modify, upgrade or replace vessels as a result of new 11 Table of Contents climate- or GHG-related rules and regulations.
While as of February 25, 2026, we have Exhaust Gas Cleaning Systems (“EGCS” or “scrubbers”) fitted on 136 of the 141 vessels in our fleet on a fully delivered basis, pursuant to IMO sulfur cap regulations, we may be required in the future to expend more capital to modify, upgrade or replace vessels as a result of new climate- or GHG-related rules and regulations.
The Baltic Dry Index (“BDI”), an index published by The Baltic Exchange of shipping rates for key dry bulk routes, increased by 27% from 2023 levels and averaged 18% above the decade average, as measured by annual weighted averages of the BDI index.
The Baltic Dry Index (“BDI”), an index published by The Baltic Exchange of shipping rates for key dry bulk routes, decreased by 4.2% from 2024 levels and averaged 17.4% above the decade average, as measured by annual weighted averages of the BDI index.
An increase in the Secured Overnight Finance Rate could affect our earnings and cash flow. We are exposed to market risk from changes in interest rates because obligations under our bank loans and lease financings bear interest at rates that fluctuate with the financial markets, and our interest expense is affected by changes in the general level of interest rates.
We are exposed to market risk from changes in interest rates because obligations under our bank loans and lease financings bear interest at rates that fluctuate with the financial markets, and our interest expense is affected by changes in the general level of interest rates.
The occurrence of any of the events described in this section could significantly and negatively affect our business, financial condition, operating results or the trading price of our common shares.
Other risks relate principally to the securities market and ownership of our common shares. The occurrence of any of the events described in this section could significantly and negatively affect our business, financial condition, operating results or the trading price of our common shares.
In addition, if we are not able to obtain higher charter rates to compensate for any crew cost and salary increases, or if we cannot hire, train and retain a sufficient number of qualified employees, we may be unable to manage, maintain and grow our business, which could have a material adverse effect on our business, financial condition, results of operations and cash flows. 19 Table of Contents Risks Related to the Eagle Merger We may not realize all of the anticipated benefits of the Eagle Merger or those benefits may take longer to realize than expected.
In addition, if we are not able to obtain higher charter rates to compensate for any crew cost and salary increases, or if we cannot hire, train and retain a sufficient number of qualified employees, we may be unable to manage, maintain and grow our business, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.
We do not intend to obtain funds from other sources to pay dividends. Furthermore, certain of our outstanding financing arrangements restrict the ability of some of our subsidiaries to pay us dividends under certain circumstances, such as if an event of default exists.
Furthermore, certain of our outstanding financing arrangements restrict the ability of some of our subsidiaries to pay us dividends under certain circumstances, such as if an event of default exists.
As a result, a change in market interest rates could have an adverse effect on our earnings and cash flow. As of December 31, 2024, our obligations under our bank loans and lease financings bear interest at SOFR plus a margin.
As a result, a change in market interest rates could have an adverse effect on our earnings and cash flow. As of December 31, 2025, our obligations under our bank loans and lease financings bear interest at SOFR plus a margin. SOFR averaged 5.01% and 5.15% in 2023 and 2024, respectively, and decreased to an average of 4.24% during 2025.
In addition to the prevailing and anticipated freight rates, factors that affect the rate of newbuilding, scrapping and laying-up include newbuilding prices, secondhand vessel values in relation to scrap prices, costs of bunkers and other operating costs, costs associated with classification society surveys, normal maintenance costs, insurance coverage costs, the efficiency and age profile of the existing dry bulk fleet in the market, and government and industry regulation of maritime transportation practices, particularly environmental protection laws and regulations, given that they may impose technological and other requirements upon our vessels. 8 Table of Contents As described above, many of the factors influencing the supply of and demand for shipping capacity are outside of our control, and we may not be able to correctly assess the nature, timing and degree of changes in industry conditions.
In addition to the prevailing and anticipated freight rates, factors that affect the rate of newbuilding, scrapping and laying-up include newbuilding prices, secondhand vessel values in relation to scrap prices, costs of bunkers and other operating costs, costs associated with classification society surveys, normal maintenance costs, insurance coverage costs, the efficiency and age profile of the existing dry bulk fleet in the market, and government and industry regulation of maritime transportation practices, particularly environmental protection laws and regulations, given that they may impose technological and other requirements upon our vessels.
Our reliance upon “foreign private issuer” exemptions may afford less protection to holders of our common shares. Nasdaq Global Select Market’s (“Nasdaq”) corporate governance rules require, subject to exceptions, listed companies to have, among other things, a majority of their board members be independent and independent director oversight of executive compensation, nomination of directors and corporate governance matters.
Nasdaq Global Select Market’s (“Nasdaq”) corporate governance rules require, subject to exceptions, listed companies to have, among other things, a majority of their board members be independent and independent director oversight of executive compensation, nomination of directors and corporate governance matters.
This could result in an adverse effect on our business, financial condition, results of operations and cash flows. We use our best efforts to ensure compliance with all applicable laws and regulations in addressing such conflicts of interest.
T heir other business activities may create conflicts of interest in matters involving or affecting us and our customers, which could result in an adverse effect on our business, financial condition, results of operations and cash flows. We use our best efforts to ensure compliance with all applicable laws and regulations in addressing such conflicts of interest.
Increasing scrutiny and changing expectations from investors, lenders, charterers and other market participants with respect to our ESG practices may impose additional costs on us or expose us to additional risks.
Business Overview––Environmental and Other Regulations in the Shipping Industry”. 6 Table of Contents Increasing scrutiny and changing expectations from investors, lenders, charterers and other market participants with respect to our ESG practices may impose additional costs on us or expose us to additional risks.
The number of employees that perform services for us and our current operating and financial systems may not be adequate as we implement our plan to expand our fleet size in the dry bulk sector, and we may not be able to effectively hire more employees or adequately improve those systems.
Our failure to effectively identify, acquire, develop and integrate any dry bulk carriers or businesses could adversely affect our business, financial condition and results of operations. 13 Table of Contents The number of employees that perform services for us and our current operating and financial systems may not be adequate as we implement our plan to expand our fleet size in the dry bulk sector, and we may not be able to effectively hire more employees or adequately improve those systems.
However, these measures and technology may not adequately prevent security breaches which are constantly evolving and have become increasingly sophisticated.
However, these measures and technology may not adequately prevent security breaches which are constantly evolving and have become increasingly sophisticated as attackers employ emerging technologies, such as artificial intelligence (“AI”).
We endeavor to take precautions to ensure that our customers are prohibited from entering any countries or conducting any trade which will breach U.S. government, EU, UN or any applicable sanctions regulation.
We endeavor to take precautions to ensure that our customers do not enter any countries or conduct any trade which would breach U.S. government, EU, UN or any applicable sanctions regulation.
However, there is no direct legal authority under the PFIC rules addressing our characterization of income from our voyage and time chartering activities nor our characterization of contracts for newbuilding vessels, if any.
Holders” we believe that we currently are not a PFIC, and we do not expect to become a PFIC in the future. However, there is no direct legal authority under the PFIC rules addressing our characterization of income from our voyage and time chartering activities nor our characterization of contracts for newbuilding vessels, if any.
We consider potential acts of piracy to be a material risk to the international shipping industry, and protection against this risk requires vigilance. Our vessels regularly travel through regions where pirates are active.
We consider potential acts of piracy to be a material risk to the international shipping industry, and protection against this risk requires vigilance. Our vessels regularly travel through regions where pirates are active. Furthermore, geopolitical conflicts have also resulted in attacks on ships, mining of waterways and other efforts to disrupt international shipping.
For example, we are installing energy-saving devices in some of our ships to reduce consumption and improve our Carbon Intensity Indicator (“CII”), a metric used to evaluate emissions intensity of ships pursuant to the EU ETS.
For example, we are installing energy-saving devices in some of our ships to reduce consumption and improve our Carbon Intensity Indicator (“CII”), a metric used to evaluate emissions intensity of ships. In July 2023, the IMO adopted the 2023 IMO Strategy on Reduction of GHG Emissions from Ships to reduce greenhouse gas emissions from ships.
If our vessels call on ports or territories located in countries that are subject to restrictions, sanctions, or embargoes imposed by the United States government, the EU, the UN or other governments, it could lead to monetary fines or other penalties and adversely affect our reputation and the price for our common shares.
Any of these circumstances or events may have a material adverse effect on our business, results of operations, cash flows and financial condition. 7 Table of Contents If our vessels call on ports or territories located in countries that are subject to restrictions, sanctions, or embargoes imposed by the United States government, the EU, the UN or other governments, it could lead to monetary fines or other penalties and adversely affect our reputation and the price for our common shares.
Petros Pappas, will have any material relationships with any companies in the dry bulk shipping industry other than us, he will continue to be involved in other areas of the shipping industry, which could cause conflicts of interest not in the best interest of us or our shareholders.
Petros Pappas, to have any material relationship with any companies in the dry bulk shipping industry other than us, he will continue to be involved in other areas of the shipping industry.
The laws of the Republic of Marshall Islands generally prohibit the payment of dividends other than from surplus (retained earnings and the excess of consideration received for the sale of shares above the par value of the shares), or if there is no surplus, from the net profits for the current and prior fiscal year, or while a company is insolvent or would be rendered insolvent by the payment of such a dividend.
Furthermore, the dry bulk shipping industry is volatile, and we cannot predict with certainty the amount of cash, if any, that will be available for distribution as dividends in any period. 16 Table of Contents The laws of the Republic of Marshall Islands generally prohibit the payment of dividends other than from surplus (retained earnings and the excess of consideration received for the sale of shares above the par value of the shares), or if there is no surplus, from the net profits for the current and prior fiscal year, or while a company is insolvent or would be rendered insolvent by the payment of such a dividend.
Changes in fuel prices have adversely affected our profitability and may adversely affect our profitability in the future.
Changes in fuel prices have historically had an adverse effect on our profitability and may adversely affect our profitability in the future.
In 2024, charter rates for dry bulk vessels increased from 2023’s levels and were sustained substantially above the 10-year average.
In 2025, charter rates for dry bulk vessels decreased from 2024’s levels but were sustained above the 10-year average.
Concerns over inflation, high interest rates and the availability and cost of capital, as well as geopolitical issues, including acts of war and recent turmoil and hostilities in various regions, including Iraq, North Korea, Venezuela, North Africa, Ukraine, Israel, Palestine and the Middle East have contributed to increased volatility and diminished expectations for the economy and the markets going forward.
Concerns over geopolitical issues, including acts of war and the increased presence of the U.S. or other armed forces in various regions, including Iraq, North Korea, Venezuela, North Africa, Ukraine, Israel, Palestine, Iran and the Middle East have contributed to increased volatility and diminished expectations for the economy and the markets going forward.
Conversely, if vessel values are elevated at a time when we wish to acquire additional vessels, the cost of such acquisitions may increase and this could adversely affect our business, results of operations, cash flow and financial condition.
Conversely, if vessel values are elevated at a time when we wish to acquire additional vessels, the cost of such acquisitions may increase and this could adversely affect our business, results of operations, cash flow and financial condition. 5 Table of Contents We are subject to complex laws and regulations, including environmental regulations, international safety regulations and vessel requirements imposed by classification societies that can adversely affect the cost, manner or feasibility of doing business.
Instead, the Act allows for the recognition by the Marshall Islands of foreign insolvency proceedings, the provision of foreign creditors with access to courts in the Marshall Islands, and the cooperation with foreign courts.
Notably, the Model Law does not alter the substantive insolvency laws of any jurisdiction and does not create a bankruptcy code in the Marshall Islands. Instead, the Act allows for the recognition by the Marshall Islands of foreign insolvency proceedings, the provision of foreign creditors with access to courts in the Marshall Islands, and the cooperation with foreign courts.
We may not be able to predict whether future spot rates will be sufficient to enable our vessels to be operated profitably.
Since we charter our vessels principally in the spot market, we are exposed to the spot market’s cyclicality and volatility. We may not be able to predict whether future spot rates will be sufficient to enable our vessels to be operated profitably.
However, these measures and technology may not adequately prevent security breaches. In addition, the foregoing events could result in violations of applicable privacy and other laws.
Beyond our vessels, we rely on industry accepted security measures and technology to securely maintain confidential and proprietary information maintained on our information systems. However, these measures and technology may not adequately prevent security breaches. In addition, the foregoing events could result in violations of applicable privacy and other laws.
Investors are encouraged to consult their own tax advisors concerning the overall tax consequences of the ownership of our common shares arising in an investor’s particular situation under U.S. federal, state, local and foreign law. 20 Table of Contents The Internal Revenue Service could treat us as a “passive foreign investment company,” (or “PFIC”) which could have adverse U.S. federal income tax consequences to U.S. shareholders.
Investors are encouraged to consult their own tax advisors concerning the overall tax consequences of the ownership of our common shares arising in an investor’s particular situation under U.S. federal, state, local and foreign law.
However, there have been few judicial cases in the Marshall Islands interpreting the MIBCA. The rights and fiduciary responsibilities of directors under the laws of the Marshall Islands are not as clearly established as the rights and fiduciary responsibilities of directors under statutes or judicial precedent in existence in the United States.
The rights and fiduciary responsibilities of directors under the laws of the Marshall Islands are not as clearly established as the rights and fiduciary responsibilities of directors under statutes or judicial precedent in existence in the United States. 17 Table of Contents The rights of shareholders of companies incorporated in the Marshall Islands may differ from the rights of shareholders of companies incorporated in the United States.
If security threats are not recognized or detected until they have been launched, we may be unable to anticipate these threats and may not become aware in a timely manner of such a security breach, which could exacerbate any damage we experience.
If security threats are not recognized or detected until they have been launched, we may be unable to anticipate these threats and may not become aware in a timely manner of such a security breach, which could exacerbate any damage we experience. 11 Table of Contents A disruption to the information system of any of our vessels, whether or not it is caused by a malicious actor, could lead to, among other things, incorrect routing, collision, grounding and propulsion failure.
Additionally, the ongoing conflict between Russia and Ukraine could result in the imposition of further economic sanctions by the United States and the European Union against Russia. While much uncertainty remains regarding the global impact of the aforementioned conflicts, it is possible that such tensions could adversely affect our business, financial condition, results of operation and cash flows.
While much uncertainty remains regarding the global impact of the aforementioned conflicts, it is possible that such tensions could adversely affect our business, financial condition, results of operation and cash flows in the future, resulting again in constructive losses.
Also, adverse movements in interest rate derivatives may require us to post cash as collateral, which may impact our free cash position. For additional information, see “Item 5. Operating and Financial Review and Prospects––B. Liquidity and Capital Resources––Senior Secured Credit Facilities.” We have considerable risks relating to the construction of our newbuilding vessels.
The use of such interest rate derivatives may affect our results through mark to market valuation of these derivatives. Also, adverse movements in interest rate derivatives may require us to post cash as collateral, which may impact our free cash position. For additional information, see “Item 5. Operating and Financial Review and Prospects––B.
We may not be able to obtain adequate insurance coverage for our fleet in the future, and we may not be able to obtain certain insurance coverages. 17 Table of Contents The insurers may not pay particular claims.
We may not be able to obtain adequate insurance coverage for our fleet in the future, and we may not be able to obtain certain insurance coverages. The insurers may not pay particular claims. Our insurance policies may contain deductibles for which we will be responsible and limitations and exclusions which may increase our costs or lower our revenue.
No assurance can, however, be given that the use of these derivative instruments, if any, may effectively protect us from adverse interest rate movements. The use of interest rate derivatives may affect our results through mark to market valuation of these derivatives.
In order to manage our exposure to interest rate fluctuations under SOFR, we may from time to time use interest rate derivatives to effectively fix some of our floating rate debt obligations. No assurance can, however, be given that the use of these derivative instruments, if any, may effectively protect us from adverse interest rate movements.
The total loss or damage of any of our vessels or cargoes could harm our reputation as a safe and reliable vessel owner and operator. Any of these circumstances or events may have a material adverse effect on our business, results of operations, cash flows and financial condition.
The total loss or damage of any of our vessels or cargoes could harm our reputation as a safe and reliable vessel owner and operator.
The geopolitical situation in Eastern Europe intensified in late February 2022, with the commencement of Russia’s military action against Ukraine.
The geopolitical situation in Eastern Europe intensified in late February 2022, with the commencement of Russia’s military action against Ukraine. Three of our vessels’ loading operations were suspended by the Ukrainian port authorities at the outset of the war.
Any violation of sanctions or embargo laws and regulations could result in fines or other penalties and could result in some investors deciding, or being required, to divest their interest, or not to invest, in us.
However, on such customers’ instructions, and without our consent, there is a risk that our vessels may call on ports in countries or territories that violate such sanctions or embargoes.Any violation of sanctions or embargo laws and regulations could result in fines or other penalties and could result in some investors deciding, or being required, to divest their interest, or not to invest, in us.
In many jurisdictions, a claimant may seek to obtain security for its claim by arresting a vessel through foreclosure proceedings. The arrest or attachment of one or more of our vessels could interrupt our cash flow and require us to pay large sums of money to have the arrest or attachment lifted.
The arrest or attachment of one or more of our vessels could interrupt our cash flow and require us to pay large sums of money to have the arrest or attachment lifted.
Because most factors affecting the supply of and demand for vessels are outside of our control and are unpredictable, the nature, timing, direction and degree of changes in charter rates are also unpredictable. Since we charter our vessels principally in the spot market, we are exposed to the spot market’s cyclicality and volatility.
Charter rate fluctuations result from changes in the supply of and demand for vessel capacity and major commodities carried on water internationally. Because most factors affecting the supply of and demand for vessels are outside of our control and are unpredictable, the nature, timing, direction and degree of changes in charter rates are also unpredictable.
The adoption of the Model Law is intended to implement effective mechanisms for dealing with issues related to cross-border insolvency proceedings and encourages cooperation and coordination between jurisdictions. 23 Table of Contents Notably, the Model Law does not alter the substantive insolvency laws of any jurisdiction and does not create a bankruptcy code in the Marshall Islands.
Commission on Internal Trade Law (UNCITRAL) Model Law on Cross-Border Insolvency, or the Model Law. The adoption of the Model Law is intended to implement effective mechanisms for dealing with issues related to cross-border insolvency proceedings and encourages cooperation and coordination between jurisdictions.

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Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

131 edited+32 added−33 removed207 unchanged
Biggest changeThe following tables summarize key information about our operating fleet, as of the date of this annual report: Operating Fleet Date # Wholly Owned Subsidiaries Vessel Name DWT Delivered to Star Bulk Year Built 1 Sea Diamond Shipping LLC Goliath 209,537 July 15, 2015 2015 2 Pearl Shiptrade LLC Gargantua 209,529 April 2, 2015 2015 3 Star Ennea LLC Star Gina 2GR 209,475 February 26, 2016 2016 4 Coral Cape Shipping LLC Maharaj 209,472 July 15, 2015 2015 5 Star Castle II LLC Star Leo 207,939 May 14, 2018 2018 6 ABY Eleven LLC Star Laetitia 207,896 August 3, 2018 2017 7 Domus Shipping LLC Star Ariadne 207,812 March 28, 2017 2017 8 Star Breezer LLC Star Virgo 207,810 March 1, 2017 2017 9 Star Seeker LLC Star Libra 207,765 June 6, 2016 2016 10 ABY Nine LLC Star Sienna 207,721 August 3, 2018 2017 11 Clearwater Shipping LLC Star Marisa 207,709 March 11 2016 2016 12 ABY Ten LLC Star Karlie 207,566 August 3, 2018 2016 13 Star Castle I LLC Star Eleni 207,555 January 3, 2018 2018 14 Festive Shipping LLC Star Magnanimus 207,526 March 26, 2018 2018 15 New Era II Shipping LLC Debbie H 206,861 May 28, 2019 2019 16 New Era III Shipping LLC Star Ayesha 206,852 July 15, 2019 2019 17 New Era I Shipping LLC Katie K 206,839 April 16, 2019 2019 18 Cape Ocean Maritime LLC Leviathan 182,511 September 19, 2014 2014 19 Cape Horizon Shipping LLC Peloreus 182,496 July 22, 2014 2014 20 Star Nor I LLC Star Claudine 181,258 July 6, 2018 2011 21 Star Nor II LLC Star Ophelia 180,716 July 6, 2018 2010 22 Sandra Shipco LLC Star Pauline 180,274 December 29, 2014 2008 23 Christine Shipco LLC Star Martha 180,274 October 31, 2014 2010 24 Star Nor III LLC Star Lyra 179,147 July 6, 2018 2009 25 Star Regg V LLC Star Borneo 178,978 January 26, 2021 2010 26 Star Regg VI LLC Star Bueno 178,978 January 26, 2021 2010 27 Star Regg IV LLC Star Marilena 178,978 January 26, 2021 2010 28 Star Regg II LLC Star Janni 178,978 January 7, 2019 2010 29 Star Regg I LLC Star Marianne 178,906 January 14, 2019 2010 30 Star Trident V LLC Star Angie 177,931 October 29, 2014 2007 31 Global Cape Shipping LLC Kymopolia 176,990 July 11, 2014 2006 32 ABY Fourteen LLC Star Scarlett 175,649 August 3, 2018 2014 33 ABM One LLC Star Eva 106,659 August 3, 2018 2012 29 Table of Contents Date # Wholly Owned Subsidiaries Vessel Name DWT Delivered to Star Bulk Year Built 34 Nautical Shipping LLC Amami 98,681 July 11, 2014 2011 35 Majestic Shipping LLC Madredeus 98,681 July 11, 2014 2011 36 Star Sirius LLC Star Sirius 98,681 March 7, 2014 2011 37 Star Vega LLC Star Vega 98,681 February 13, 2014 2011 38 ABY II LLC Star Aphrodite 92,006 August 3, 2018 2011 39 Augustea Bulk Carrier LLC Star Piera 91,951 August 3, 2018 2010 40 Augustea Bulk Carrier LLC Star Despoina 91,951 August 3, 2018 2010 41 Star Nor IV LLC Star Electra 83,494 July 6, 2018 2011 42 Star Alta I LLC Star Angelina 82,981 December 5, 2014 2006 43 Star Alta II LLC Star Gwyneth 82,790 December 5, 2014 2006 44 Star Trident I LLC Star Kamila 82,769 September 3, 2014 2005 45 Star Nor VI LLC Star Luna 82,687 July 6, 2018 2008 46 Star Nor V LLC Star Bianca 82,672 July 6, 2018 2008 47 Grain Shipping LLC Pendulum 82,619 July 11, 2014 2006 48 Star Trident XIX LLC Star Maria 82,598 November 5, 2014 2007 49 Star Trident XII LLC Star Markella 82,594 September 29, 2014 2007 50 Star Trident IX LLC Star Danai 82,574 October 21, 2014 2006 51 ABY Seven LLC Star Jeannette 82,566 August 3, 2018 2014 52 Star Sun I LLC Star Elizabeth 82,403 May 25, 2021 2021 53 Star Trident XI LLC Star Georgia 82,298 October 14, 2014 2006 54 Star Trident VIII LLC Star Sophia 82,269 October 31, 2014 2007 55 Star Trident XVI LLC Star Mariella 82,266 September 19, 2014 2006 56 Star Trident XIV LLC Star Moira 82,257 November 19, 2014 2006 57 Star Trident XVIII LLC Star Nina 82,224 January 5, 2015 2006 58 Star Trident X LLC Star Renee 82,221 December 18, 2014 2006 59 Star Trident II LLC Star Nasia 82,220 August 29, 2014 2006 60 Star Trident XIII LLC Star Laura 82,209 December 8, 2014 2006 61 Star Nor VIII LLC Star Mona 82,188 July 6, 2018 2012 62 Star Trident XVII LLC Star Helena 82,187 December 29, 2014 2006 63 Star Nor VII LLC Star Astrid 82,158 July 6, 2018 2012 64 Waterfront Two LLC Star Alessia 81,944 August 3, 2018 2017 65 Star Nor IX LLC Star Calypso 81,918 July 6, 2018 2014 66 Star Elpis LLC Star Suzanna 81,711 May 15, 2017 2013 67 Star Gaia LLC Star Charis 81,711 March 22, 2017 2013 68 Mineral Shipping LLC Mercurial Virgo 81,545 July 11, 2014 2013 30 Table of Contents Date # Wholly Owned Subsidiaries Vessel Name DWT Delivered to Star Bulk Year Built 69 Star Nor X LLC Stardust 81,502 July 6, 2018 2011 70 Star Nor XI LLC Star Sky 81,466 July 6, 2018 2010 71 Star Zeus VI LLC Star Lambada 81,272 March 16, 2021 2016 72 Star Zeus II LLC Star Carioca 81,262 March 16, 2021 2015 73 Star Zeus I LLC Star Capoeira 81,253 March 16, 2021 2015 74 Star Zeus VII LLC Star Macarena 81,198 March 6, 2021 2016 75 ABY III LLC Star Lydia 81,187 August 3, 2018 2013 76 ABY IV LLC Star Nicole 81,120 August 3, 2018 2013 77 ABY Three LLC Star Virginia 81,061 August 3, 2018 2015 78 Star Nor XII LLC Star Genesis 80,705 July 6, 2018 2010 79 Star Nor XIII LLC Star Flame 80,448 July 6, 2018 2011 80 Star Trident XX LLC Star Emily 76,417 September 16, 2014 2004 81 Cape Town Eagle LLC Cape Town Eagle 63,707 April 9, 2024 2015 82 Vancouver Eagle LLC Star Vancouver 63,670 April 9, 2024 2020 83 Oslo Eagle LLC Oslo Eagle 63,655 April 9, 2024 2015 84 Rotterdam Eagle LLC Star Rotterdam 63,629 April 9, 2024 2017 85 Halifax Eagle LLC Halifax Eagle 63,618 April 9, 2024 2020 86 Helsinki Eagle LLC Helsinki Eagle 63,605 April 9, 2024 2015 87 Gibraltar Eagle LLC Star Gibraltar 63,576 April 9, 2024 2015 88 Valencia Eagle LLC Valencia Eagle 63,556 April 9, 2024 2015 89 Dublin Eagle LLC Dublin Eagle 63,550 April 9, 2024 2015 90 Santos Eagle LLC Santos Eagle 63,536 April 9, 2024 2015 91 Antwerp Eagle LLC Antwerp Eagle 63,530 April 9, 2024 2015 92 Sydney Eagle LLC Star Sydney 63,523 April 9, 2024 2015 93 Copenhagen Eagle LLC Star Copenhagen 63,495 April 9, 2024 2015 94 Hong Kong Eagle LLC Hong Kong Eagle 63,472 April 9, 2024 2016 95 Orion Maritime LLC Idee Fixe 63,458 March 25, 2015 2015 96 Shanghai Eagle LLC Shanghai Eagle 63,438 April 9, 2024 2016 97 Primavera Shipping LLC Roberta 63,426 March 31, 2015 2015 98 Success Maritime LLC Laura 63,399 April 7, 2015 2015 99 Singapore Eagle LLC Star Singapore 63,386 April 9, 2024 2017 100 Westport Eagle LLC Star Westport 63,344 April 9, 2024 2015 101 Hamburg Eagle LLC Star Hamburg 63,334 April 9, 2024 2014 102 Fairfield Eagle LLC Fairfield Eagle 63,301 April 9, 2024 2013 31 Table of Contents Date # Wholly Owned Subsidiaries Vessel Name DWT Delivered to Star Bulk Year Built 103 Greenwich Eagle LLC Star Greenwich 63,301 April 9, 2024 2013 104 Groton Eagle LLC Groton Eagle 63,301 April 9, 2024 2013 105 Madison Eagle LLC Madison Eagle 63,301 April 9, 2024 2013 106 Mystic Eagle LLC Star Mystic 63,301 April 9, 2024 2013 107 Rowayton Eagle LLC Rowayton Eagle 63,301 April 9, 2024 2013 108 Southport Eagle LLC Southport Eagle 63,301 April 9, 2024 2013 109 Stonington Eagle LLC Star Stonington 63,301 April 9, 2024 2012 110 Ultra Shipping LLC Kaley 63,283 June 26, 2015 2015 111 Stockholm Eagle LLC Stockholm Eagle 63,275 April 9, 2024 2016 112 Blooming Navigation LLC Kennadi 63,262 January 8, 2016 2016 113 Jasmine Shipping LLC Mackenzie 63,226 March 2, 2016 2016 114 New London Eagle LLC New London Eagle 63,140 April 9, 2024 2015 115 Star Lida I Shipping LLC Star Apus 63,123 July 16, 2019 2014 116 Star Zeus IV LLC Star Subaru 61,571 March 16, 2021 2015 117 Stamford Eagle LLC Stamford Eagle 61,530 April 9, 2024 2016 118 Star Nor XV LLC Star Wave 61,491 July 6, 2018 2017 119 Star Challenger I LLC Star Challenger (1) 61,462 December 12, 2013 2012 120 Star Challenger II LLC Star Fighter (1) 61,455 December 30, 2013 2013 121 Star Axe II LLC Star Lutas 61,347 January 6, 2016 2016 122 Aurelia Shipping LLC Honey Badger 61,320 February 27, 2015 2015 123 Rainbow Maritime LLC Wolverine 61,292 February 27, 2015 2015 124 Star Axe I LLC Star Antares 61,258 October 9, 2015 2015 125 Tokyo Eagle LLC Star Tokyo 61,225 April 9, 2024 2015 126 ABY Five LLC Star Monica 60,935 August 3, 2018 2015 127 Star Asia I LLC Star Aquarius 60,916 July 22, 2015 2015 128 Star Asia II LLC Star Pisces 60,916 August 7, 2015 2015 129 Nighthawk Shipping LLC Star Nighthawk 57,809 April 9, 2024 2011 130 Oriole Shipping LLC Oriole 57,809 April 9, 2024 2011 131 Owl Shipping LLC Owl 57,809 April 9, 2024 2011 132 Petrel Shipping LLC Petrel Bulker 57,809 April 9, 2024 2011 133 Puffin Shipping LLC Puffin Bulker 57,809 April 9, 2024 2011 134 Roadrunner Shipping LLC Star Runner 57,809 April 9, 2024 2011 135 Sandpiper Shipping LLC Star Sandpiper 57,809 April 9, 2024 2011 136 Crane Shipping LLC Crane 57,809 April 9, 2024 2010 137 Egret Shipping LLC Egret Bulker 57,809 April 9, 2024 2010 138 Gannet Shipping LLC Gannet Bulker 57,809 April 9, 2024 2010 32 Table of Contents Date # Wholly Owned Subsidiaries Vessel Name DWT Delivered to Star Bulk Year Built 139 Grebe Shipping LLC Grebe Bulker 57,809 April 9, 2024 2010 140 Ibis Shipping LLC Ibis Bulker 57,809 April 9, 2024 2010 141 Jay Shipping LLC Jay 57,809 April 9, 2024 2010 142 Kingfisher Shipping LLC Kingfisher 57,809 April 9, 2024 2010 143 Martin Shipping LLC Martin 57,809 April 9, 2024 2010 144 Bittern Shipping LLC Bittern (2) 57,809 April 9, 2024 2009 145 Canary Shipping LLC Star Canary 57,809 April 9, 2024 2009 146 Star Lida IX Shipping LLC Star Cleo 56,582 July 15, 2019 2013 147 Star Lida X Shipping LLC Star Pegasus 56,540 July 15, 2019 2013 148 Golden Eagle Shipping LLC Star Goal 55,989 April 9, 2024 2010 149 Glory Supra Shipping LLC Strange Attractor (2) 55,742 July 11, 2014 2006 150 Star Regg III LLC Star Bright 55,569 October 10, 2018 2010 151 Star Omicron LLC Star Omicron (2) 53,489 April 17, 2008 2005 Total dwt 14,613,189 (1) Subject to a sale and leaseback financing transaction, as further described in Note 7 to our audited consolidated financial statements included in this annual report .
Biggest changeIn addition, these vessels are fitted with the latest available and most fuel-efficient main engine produced by MAN B&W, a shaft generator and Alternate Marine Power optionality, all of which help to ensure best-in-class daily fuel consumption and emissions reductions. 23 Table of Contents The following tables summarize key information about our operating fleet, as of February 25, 2026: Operating Fleet Date # Wholly Owned Subsidiaries Vessel Name DWT Delivered to Star Bulk Year Built 1 Sea Diamond Shipping LLC Goliath 209,537 July 15, 2015 2015 2 Pearl Shiptrade LLC Gargantua 209,529 April 2, 2015 2015 3 Star Ennea LLC Star Gina 2GR 209,475 February 26, 2016 2016 4 Coral Cape Shipping LLC Maharaj 209,472 July 15, 2015 2015 5 Star Castle II LLC Star Leo 207,939 May 14, 2018 2018 6 ABY Eleven LLC Star Laetitia 207,896 August 3, 2018 2017 7 Domus Shipping LLC Star Ariadne 207,812 March 28, 2017 2017 8 Star Breezer LLC Star Virgo 207,810 March 1, 2017 2017 9 Star Seeker LLC Star Libra 207,765 June 6, 2016 2016 10 ABY Nine LLC Star Sienna 207,721 August 3, 2018 2017 11 Clearwater Shipping LLC Star Marisa 207,709 March 11 2016 2016 12 ABY Ten LLC Star Karlie 207,566 August 3, 2018 2016 13 Star Castle I LLC Star Eleni 207,555 January 3, 2018 2018 14 Festive Shipping LLC Star Magnanimus 207,526 March 26, 2018 2018 15 New Era II Shipping LLC Debbie H 206,861 May 28, 2019 2019 16 New Era III Shipping LLC Star Ayesha 206,852 July 15, 2019 2019 17 New Era I Shipping LLC Katie K 206,839 April 16, 2019 2019 18 Cape Ocean Maritime LLC Leviathan 182,511 September 19, 2014 2014 19 Cape Horizon Shipping LLC Peloreus 182,496 July 22, 2014 2014 20 Star Nor I LLC Star Claudine 181,258 July 6, 2018 2011 21 Star Nor II LLC Star Ophelia 180,716 July 6, 2018 2010 22 Sandra Shipco LLC Star Pauline 180,274 December 29, 2014 2008 23 Christine Shipco LLC Star Martha 180,274 October 31, 2014 2010 24 Star Nor III LLC Star Lyra 179,147 July 6, 2018 2009 25 Star Regg V LLC Star Borneo 178,978 January 26, 2021 2010 26 Star Regg VI LLC Star Bueno 178,978 January 26, 2021 2010 27 Star Regg IV LLC Star Marilena 178,978 January 26, 2021 2010 28 Star Regg II LLC Star Janni 178,978 January 7, 2019 2010 29 Star Regg I LLC Star Marianne 178,906 January 14, 2019 2010 30 Star Trident V LLC Star Angie 177,931 October 29, 2014 2007 31 Global Cape Shipping LLC Kymopolia 176,990 July 11, 2014 2006 32 ABY Fourteen LLC Star Scarlett (2) 175,649 August 3, 2018 2014 33 ABM One LLC Star Eva 106,659 August 3, 2018 2012 34 Nautical Shipping LLC Amami 98,681 July 11, 2014 2011 35 Majestic Shipping LLC Madredeus 98,681 July 11, 2014 2011 24 Table of Contents Date # Wholly Owned Subsidiaries Vessel Name DWT Delivered to Star Bulk Year Built 36 Star Sirius LLC Star Sirius 98,681 March 7, 2014 2011 37 Star Vega LLC Star Vega 98,681 February 13, 2014 2011 38 ABY II LLC Star Aphrodite 92,006 August 3, 2018 2011 39 Augustea Bulk Carrier LLC Star Piera 91,951 August 3, 2018 2010 40 Augustea Bulk Carrier LLC Star Despoina 91,951 August 3, 2018 2010 41 Star Nor IV LLC Star Electra 83,494 July 6, 2018 2011 42 Star Alta I LLC Star Angelina 82,981 December 5, 2014 2006 43 Star Alta II LLC Star Gwyneth 82,790 December 5, 2014 2006 44 Star Trident I LLC Star Kamila 82,769 September 3, 2014 2005 45 Star Nor VI LLC Star Luna 82,687 July 6, 2018 2008 46 Star Nor V LLC Star Bianca 82,672 July 6, 2018 2008 47 Grain Shipping LLC Pendulum 82,619 July 11, 2014 2006 48 Star Trident XIX LLC Star Maria 82,598 November 5, 2014 2007 49 Star Trident XII LLC Star Markella 82,594 September 29, 2014 2007 50 ABY Seven LLC Star Jeannette 82,566 August 3, 2018 2014 51 Star Sun I LLC Star Elizabeth 82,403 May 25, 2021 2021 52 Star Trident VIII LLC Star Sophia 82,269 October 31, 2014 2007 53 Star Trident XVI LLC Star Mariella (2) 82,266 September 19, 2014 2006 54 Star Trident XIV LLC Star Moira 82,257 November 19, 2014 2006 55 Star Trident XVIII LLC Star Nina 82,224 January 5, 2015 2006 56 Star Trident X LLC Star Renee 82,221 December 18, 2014 2006 57 Star Trident II LLC Star Nasia 82,220 August 29, 2014 2006 58 Star Trident XIII LLC Star Laura 82,209 December 8, 2014 2006 59 Star Nor VIII LLC Star Mona 82,188 July 6, 2018 2012 60 Star Trident XVII LLC Star Helena 82,187 December 29, 2014 2006 61 Star Nor VII LLC Star Astrid 82,158 July 6, 2018 2012 62 Waterfront Two LLC Star Alessia 81,944 August 3, 2018 2017 63 Star Nor IX LLC Star Calypso 81,918 July 6, 2018 2014 64 Star Elpis LLC Star Suzanna 81,711 May 15, 2017 2013 65 Star Gaia LLC Star Charis 81,711 March 22, 2017 2013 66 Mineral Shipping LLC Mercurial Virgo 81,545 July 11, 2014 2013 67 Star Nor X LLC Stardust 81,502 July 6, 2018 2011 68 Star Nor XI LLC Star Sky 81,466 July 6, 2018 2010 69 Star Zeus VI LLC Star Lambada 81,272 March 16, 2021 2016 70 Star Zeus II LLC Star Carioca 81,262 March 16, 2021 2015 25 Table of Contents Date # Wholly Owned Subsidiaries Vessel Name DWT Delivered to Star Bulk Year Built 71 Star Zeus I LLC Star Capoeira 81,253 March 16, 2021 2015 72 Star Zeus VII LLC Star Macarena 81,198 March 6, 2021 2016 73 ABY III LLC Star Lydia 81,187 August 3, 2018 2013 74 ABY IV LLC Star Nicole 81,120 August 3, 2018 2013 75 ABY Three LLC Star Virginia 81,061 August 3, 2018 2015 76 Star Nor XII LLC Star Genesis 80,705 July 6, 2018 2010 77 Star Nor XIII LLC Star Flame 80,448 July 6, 2018 2011 78 Cape Town Eagle LLC Star Cape Town 63,707 April 9, 2024 2015 79 Vancouver Eagle LLC Star Vancouver 63,670 April 9, 2024 2020 80 Oslo Eagle LLC Star Oslo 63,655 April 9, 2024 2015 81 Rotterdam Eagle LLC Star Rotterdam 63,629 April 9, 2024 2017 82 Halifax Eagle LLC Star Halifax 63,618 April 9, 2024 2020 83 Helsinki Eagle LLC Star Helsinki 63,605 April 9, 2024 2015 84 Gibraltar Eagle LLC Star Gibraltar 63,576 April 9, 2024 2015 85 Valencia Eagle LLC Star Valencia 63,556 April 9, 2024 2015 86 Dublin Eagle LLC Star Dublin 63,550 April 9, 2024 2015 87 Santos Eagle LLC Star Santos 63,536 April 9, 2024 2015 88 Antwerp Eagle LLC Star Antwerp 63,530 April 9, 2024 2015 89 Sydney Eagle LLC Star Sydney 63,523 April 9, 2024 2015 90 Copenhagen Eagle LLC Star Copenhagen 63,495 April 9, 2024 2015 91 Hong Kong Eagle LLC Star Hong Kong 63,472 April 9, 2024 2016 92 Orion Maritime LLC Idee Fixe 63,458 March 25, 2015 2015 93 Shanghai Eagle LLC Star Shanghai 63,438 April 9, 2024 2016 94 Primavera Shipping LLC Star Roberta 63,426 March 31, 2015 2015 95 Success Maritime LLC Laura 63,399 April 7, 2015 2015 96 Singapore Eagle LLC Star Singapore 63,386 April 9, 2024 2017 97 Westport Eagle LLC Star Westport 63,344 April 9, 2024 2015 98 Hamburg Eagle LLC Star Hamburg 63,334 April 9, 2024 2014 99 Fairfield Eagle LLC Star Fairfield 63,301 April 9, 2024 2013 100 Greenwich Eagle LLC Star Greenwich 63,301 April 9, 2024 2013 101 Groton Eagle LLC Star Groton 63,301 April 9, 2024 2013 102 Madison Eagle LLC Star Madison 63,301 April 9, 2024 2013 103 Mystic Eagle LLC Star Mystic 63,301 April 9, 2024 2013 104 Rowayton Eagle LLC Star Rowayton 63,301 April 9, 2024 2013 105 Southport Eagle LLC Star Southport 63,301 April 9, 2024 2013 26 Table of Contents Date # Wholly Owned Subsidiaries Vessel Name DWT Delivered to Star Bulk Year Built 106 Ultra Shipping LLC Kaley 63,283 June 26, 2015 2015 107 Stockholm Eagle LLC Star Stockholm 63,275 April 9, 2024 2016 108 Blooming Navigation LLC Kennadi 63,262 January 8, 2016 2016 109 Jasmine Shipping LLC Mackenzie 63,226 March 2, 2016 2016 110 New London Eagle LLC Star New London 63,140 April 9, 2024 2015 111 Star Lida I Shipping LLC Star Apus 63,123 July 16, 2019 2014 112 Star Zeus IV LLC Star Subaru 61,571 March 16, 2021 2015 113 Stamford Eagle LLC Star Stamford 61,530 April 9, 2024 2016 114 Star Nor XV LLC Star Wave 61,491 July 6, 2018 2017 115 Star Challenger I LLC Star Challenger (1) 61,462 December 12, 2013 2012 116 Star Challenger II LLC Star Fighter (1) 61,455 December 30, 2013 2013 117 Star Axe II LLC Star Lutas 61,347 January 6, 2016 2016 118 Aurelia Shipping LLC Honey Badger 61,320 February 27, 2015 2015 119 Rainbow Maritime LLC Wolverine 61,292 February 27, 2015 2015 120 Star Axe I LLC Star Antares 61,258 October 9, 2015 2015 121 Tokyo Eagle LLC Star Tokyo 61,225 April 9, 2024 2015 122 ABY Five LLC Star Monica 60,935 August 3, 2018 2015 123 Star Asia I LLC Star Aquarius 60,916 July 22, 2015 2015 124 Star Asia II LLC Star Pisces 60,916 August 7, 2015 2015 125 Crane Shipping LLC Crane 57,809 April 9, 2024 2010 126 Egret Shipping LLC Egret Bulker 57,809 April 9, 2024 2010 127 Gannet Shipping LLC Gannet Bulker 57,809 April 9, 2024 2010 128 Grebe Shipping LLC Grebe Bulker 57,809 April 9, 2024 2010 129 Ibis Shipping LLC Ibis Bulker 57,809 April 9, 2024 2010 130 Jay Shipping LLC Jay 57,809 April 9, 2024 2010 131 Kingfisher Shipping LLC Kingfisher 57,809 April 9, 2024 2010 132 Martin Shipping LLC Martin 57,809 April 9, 2024 2010 133 Star Lida IX Shipping LLC Star Cleo 56,582 July 15, 2019 2013 134 Star Lida X Shipping LLC Star Pegasus 56,540 July 15, 2019 2013 135 Star Regg III LLC Star Bright 55,569 October 10, 2018 2010 Total DWT 13,623,098 (1) Subject to a sale and leaseback financing transaction, as further described in Note 8 to our audited consolidated financial statements included in this annual report .
Furthermore, we are actively investing in reducing the carbon emissions of our vessels using a variety of technologies such as hull cleaning robots, voyage optimization software, investing in premium low-friction hull antifouling paints including top tier self-polishing (“SPC technology”) and friction-resistant silicon coatings (“FRC technology”), variable frequency drivers for engine room fans and sea water cooling pumps and installation of Energy Saving Devices (“ESD”) (mainly Mewis ducts and Propeller boss cap fins) on our vessels.
Furthermore, we are actively investing in reducing the carbon emissions of our vessels using a variety of technologies such as hull cleaning robots, voyage optimization software, premium low-friction hull antifouling paints including top tier self-polishing (“SPC technology”) and friction-resistant silicon coatings (“FRC technology”), variable frequency drivers for engine room fans and sea water cooling pumps and installation of Energy Saving Devices (“ESD”) (mainly Mewis ducts and Propeller boss cap fins) on our vessels.
Greenhouse Gas Regulation Currently, the emissions of greenhouse gases from international shipping are not subject to the Kyoto Protocol to the United Nations Framework Convention on Climate Change, which entered into force in 2005 and pursuant to which adopting countries have been required to implement national programs to reduce greenhouse gas emissions.
Greenhouse Gas Emissions Regulation Currently, the emissions of greenhouse gases from international shipping are not subject to the Kyoto Protocol to the United Nations Framework Convention on Climate Change, which entered into force in 2005 and pursuant to which adopting countries have been required to implement national programs to reduce greenhouse gas emissions.
Coast Guard published guidance on addressing cyber risks in a vessel’s safety management system. This might cause companies to create additional procedures for monitoring cybersecurity, which could require additional expenses and/or capital expenditures. Our Company has already taken the necessary steps to ensure data integrity and full compliance both from the office side and on board our vessels.
Coast Guard published guidance on addressing cyber risks in a vessel’s safety management system. This might cause companies to create additional procedures for monitoring cybersecurity, which could require additional expenses and/or capital expenditures. The Company has already taken the necessary steps to ensure data integrity and full compliance both from the office side and on board our vessels.
Furthermore, the following indicative checkpoints were adopted in order to reach net zero GHG emissions from international shipping: (1) reduce the total annual GHG emissions from international shipping by at least 20%, striving for 30%, by 2030, compared to 2008 levels; and (2) reduce the total annual GHG emissions from international shipping by at least 70%, striving for 80%, by 2040, compared to 2008 levels.
The following indicative checkpoints were adopted in order to reach net zero GHG emissions from international shipping: (1) reduce the total annual GHG emissions from international shipping by at least 20%, striving for 30%, by 2030, compared to 2008 levels; and (2) reduce the total annual GHG emissions from international shipping by at least 70%, striving for 80%, by 2040, compared to 2008 levels.
Our Fleet We have built a fleet through timely and selective corporate mergers and fleet acquisitions of secondhand vessels and vessels under construction. We believe our fleet is well-positioned to take advantage of economies of scale in commercial, technical and procurement management.
Our Fleet We have built our fleet through timely and selective corporate mergers and fleet acquisitions of secondhand vessels and vessels under construction. We believe our fleet is well-positioned to take advantage of economies of scale in commercial, technical and procurement management.
The EPA and the USCG have also enacted rules relating to ballast water discharge, compliance with which requires the installation of equipment on our vessels to treat ballast water before it is discharged or the implementation of other port facility disposal arrangements or procedures at potentially substantial costs, and/or otherwise restrict our vessels from entering U.S. waters.
VIDA & Ballast Water Developments The EPA and the USCG have also enacted rules relating to ballast water discharge, compliance with which requires the installation of equipment on our vessels to treat ballast water before it is discharged or the implementation of other port facility disposal arrangements or procedures at potentially substantial costs, and/or otherwise restrict our vessels from entering U.S. waters.
The 13 P&I Associations that comprise the International Group insure approximately 90% of the world’s commercial tonnage and have entered into a pooling agreement to reinsure each association’s liabilities. The International Group’s website states that the Pool provides a mechanism for sharing all claims in excess of $10 million up to, currently, approximately $8.9 billion.
The 12 P&I Associations that comprise the International Group insure approximately 90% of the world’s commercial tonnage and have entered into a pooling agreement to reinsure each association’s liabilities. The International Group’s website states that the Pool provides a mechanism for sharing all claims in excess of $10 million up to, currently, approximately $8.9 billion.
In compliance with the EU 517/2014 regulation, which stipulates restrictions to the use of refrigerants exceeding GWP of 2500, we use eco-friendly refrigerants in 30% of our fleet and we expect that 100% of our fleet will have installed eco-friendly refrigerants within the next 5 years. 53 Table of Contents • Biodegradable Lubricants: We are using biodegradable lubricants proactively in the majority of our fleet regardless of their destination.
In compliance with the EU 517/2014 regulation, which stipulates restrictions to the use of refrigerants exceeding GWP of 2500, we use eco-friendly refrigerants in 30% of our fleet and we expect that 100% of our fleet will have installed eco-friendly refrigerants within the next 5 years. 48 Table of Contents · Biodegradable Lubricants: We are using biodegradable lubricants proactively in the majority of our fleet regardless of their destination.
In addition, we seek to comply with compliance standards promulgated by RightShip, which is a highly desirable chartering verifier among top charterers but maintains voluntary compliance requirements. The RightShip standards relate to environmental acceptability of the maritime industry based on a number of variables and factors.
In addition, we seek to comply with compliance standards promulgated by RightShip, which is a highly desirable chartering verifier among top charterers that maintains voluntary compliance requirements. The RightShip standards relate to environmental acceptability of the maritime industry based on a number of variables and factors.
Organizational Structure As of December 31, 2024, we are the sole owner of all of the outstanding shares of the subsidiaries listed in Note 1 of our consolidated financial statements under “Item 18. Financial Statements.” D. Property, Plant and Equipment We do not own any material real property.
Organizational Structure As of December 31, 2025, we are the sole owner of all of the outstanding shares of the subsidiaries listed in Note 1 of our consolidated financial statements under “Item 18. Financial Statements.” D. Property, Plant and Equipment We do not own any material real property.
All of our vessels arriving at U.S. or Canadian ports are covered under a COFR - Certificate of Financial Responsibility. The 2010 Deepwater Horizon oil spill in the Gulf of Mexico resulted in additional regulatory initiatives and statutes, including higher liability caps under OPA, new regulations regarding offshore oil and gas drilling and a pilot inspection program for offshore facilities.
All of our vessels arriving at U.S. or Canadian ports are covered under a COFR - Certificate of Financial Responsibility. 43 Table of Contents The 2010 Deepwater Horizon oil spill in the Gulf of Mexico resulted in additional regulatory initiatives and statutes, including higher liability caps under OPA, new regulations regarding offshore oil and gas drilling and a pilot inspection program for offshore facilities.
While the charter market remains at current levels, we intend to operate our vessels in the spot market under short-term time charters or voyage charters in order to benefit from the elevated freight rates and the attractiveness of our scrubber-equipped vessels.
While the charter market remains at current levels, we intend to operate our vessels in the spot market under short-term time charters or voyage charters in order to benefit from the healthy freight rates and the attractiveness of our scrubber-equipped vessels.
Following the closing of the Eagle Merger, Star Bulk is the largest U.S. listed dry bulk shipping company, as measured by aggregate deadweight, with a global market presence and a combined fleet of 153 owned vessels on a fully delivered basis, 97% of which is fitted with scrubbers, ranging from Newcastlemax/Capesize to Supramax/Ultramax vessels.
Following the closing of the Eagle Merger, Star Bulk is the largest U.S. listed, pure dry bulk shipping company, as measured by aggregate deadweight, with a global market presence and a combined fleet of 141 owned vessels on a fully delivered basis, 97% of which is fitted with scrubbers, ranging from Newcastlemax/Capesize to Supramax/Ultramax vessels.
Additional or new conventions, laws and regulations may be adopted that could require the installation of expensive emission control systems and could adversely affect our business, results of operations, cash flows and financial condition. 44 Table of Contents Safety Management System Requirements The SOLAS Convention was amended to address the safe manning of vessels and emergency training drills.
Additional or new conventions, laws and regulations may be adopted that could require the installation of expensive emission control systems and could adversely affect our business, results of operations, cash flows and financial condition. Safety Management System Requirements The SOLAS Convention was amended to address the safe manning of vessels and emergency training drills.
Our ESG Committee, comprised of members of our Board of Directors, provides oversight and guidance on our sustainability practices. We deploy advanced systems to support our business operations and everyday decision-making, including Enterprise Resource Planning, Business Intelligence, and e-procurement platforms. In response to the increased environmental regulations around decarbonization, we focus on improving the fuel efficiency of our operations.
Our ESG Committee, comprised of members of our Board of Directors, provides oversight and guidance on our sustainability practices. We deploy advanced systems to support our business operations and everyday decision-making, including Enterprise Resource Planning, Business Intelligence, and e-procurement platforms. In response to the increased environmental regulations around GHG emissions, we focus on improving the fuel efficiency of our operations.
The Company fully complies with the financial responsibility and abandonment clauses of the regulatory framework. 51 Table of Contents Vessel Security Regulations Since the terrorist attacks of September 11, 2001 in the United States, there have been a variety of initiatives in various jurisdictions intended to enhance vessel security such as the U.S. Maritime Transportation Security Act of 2002 (“MTSA”).
The Company fully complies with the financial responsibility and abandonment clauses of the regulatory framework. Vessel Security Regulations Since the terrorist attacks of September 11, 2001 in the United States, there have been a variety of initiatives in various jurisdictions intended to enhance vessel security such as the U.S. Maritime Transportation Security Act of 2002 (“MTSA”).
Star Bulk Shipmanagement (Singapore) Pte. Ltd. provides technical management to certain vessels of the former Eagle fleet from Singapore, as a result of the Eagle Merger. Eagle Ship Management LLC provides commercial, technical and strategic management to eight vessels of the former Eagle fleet from Stamford as a result of the Eagle Merger.
Eagle Ship Management LLC provides commercial, technical and strategic management to eight vessels of the former Eagle fleet from Stamford as a result of the Eagle Merger. Following the Eagle Merger, Star Bulk Shipmanagement (Singapore) Pte. Ltd provided technical management to certain vessels of the former Eagle fleet from Singapore.
Maintain a strong balance sheet through optimization of use of leverage We finance our fleet with a mix of debt and equity, and we intend to optimize use of leverage over time, even though we may have the capacity to obtain additional financing. As of December 31, 2024, our debt to total capitalization ratio was approximately 31%.
Maintain a strong balance sheet through optimization of use of leverage We finance our fleet with a mix of debt and equity, and we intend to optimize use of leverage over time, even though we may have the capacity to obtain additional financing. As of December 31, 2025, our debt to total capitalization ratio was approximately 30%.
As a result of these designations or similar future designations, we may be required to incur additional operating or other costs. 42 Table of Contents Further to the above, as of September 1, 2020 it became mandatory to use fuel with max 0.1% sulfur content while berthing in South Korean ports.
As a result of these designations or similar future designations, we may be required to incur additional operating or other costs. Further to the above, as of September 1, 2020 it became mandatory to use fuel with max 0.1% sulfur content while berthing in South Korean ports.
Star Bulk Management Inc. subcontracts certain vessel management services to Starbulk S.A. Starbulk S.A. and Star Bulk (Hellas) Inc. provide the technical and crew management of the majority of our vessels. Technical management includes maintenance, dry docking, repairs, insurance, regulatory and classification society compliance, arranging for and managing crews, appointing technical consultants and providing technical support.
Star Bulk Management subcontracts certain vessel management services to Starbulk S.A. Starbulk S.A., Star Bulk (Hellas) Inc. and Eagle Ship Management (Hellas) LLC, provide the technical and crew management of the majority of our vessels. Technical management includes maintenance, dry docking, repairs, insurance, regulatory and classification society compliance, arranging for and managing crews, appointing technical consultants and providing technical support.
These references are based on actual charter rates under charters entered into by market participants, as well as daily assessments provided to the Baltic Exchange by a panel of major shipbrokers. Dry bulk shipping is a cyclical industry and charter hires are subject to high volatility.
These references are based on actual charter rates under charters entered into by market participants, as well as daily assessments provided to the Baltic Exchange by a panel of major shipbrokers. 34 Table of Contents Dry bulk shipping is a cyclical industry and charter hires are subject to high volatility.
These vessels have been designed specifically for loading high cubic cargoes from draft restricted ports, and they can traverse the Panama Canal following the completion of its latest expansion. • Panamax vessels, which are vessels with carrying capacities of between 65,000 and 90,000 dwt.
These vessels have been designed specifically for loading high cubic cargoes from draft restricted ports, and they can traverse the Panama Canal following the completion of its latest expansion. 33 Table of Contents · Panamax vessels, which are vessels with carrying capacities of between 65,000 and 90,000 dwt.
If any vessel does not maintain its class and/or fails any annual survey, intermediate survey, drydocking or 52 Table of Contents special survey, the vessel will be unable to carry cargo between ports and will be unemployable and uninsurable which could cause us to be in violation of certain covenants in our loan agreements.
If any vessel does not maintain its class and/or fails any annual survey, intermediate survey, drydocking or special survey, the vessel will be unable to carry cargo between ports and will be unemployable and uninsurable which could cause us to be in violation of certain covenants in our loan agreements.
If charter market levels rise, we may employ part of our fleet in the long-term time charter market, while we may be able to employ our scrubber-fitted vessels more advantageously 35 Table of Contents in the voyage charter market and/or short-term time charters in order to capture the benefit of available fuel cost savings.
If charter market levels rise, we may employ part of our fleet in the long-term time charter market, while we may be able to employ our scrubber-fitted vessels more advantageously in the voyage charter market and/or short-term time charters in order to capture the benefit of available fuel cost savings.
These regulations could cause additional substantial expenses to be incurred. As of January 2018, large ships over 5,000 gross tonnage calling at EU ports are required to collect and publish data on carbon dioxide emissions and other information.
These regulations could cause additional substantial expenses to be incurred. 38 Table of Contents As of January 2018, large ships over 5,000 gross tonnage calling at EU ports are required to collect and publish data on carbon dioxide emissions and other information.
Any such inability to carry cargo or be employed, or any such violation of covenants, could have a material adverse impact on our financial condition and results of operations. The managed vessels, depending on the flag administration requirements, are inspected during the stipulated periodicities.
Any such inability to carry cargo or be employed, or any such violation of covenants, could have a material adverse impact on our financial condition and results of operations. 47 Table of Contents The managed vessels, depending on the flag administration requirements, are inspected during the stipulated periodicities.
During 2023, we entered into long-term charter-in arrangements with an approximate duration of seven years per vessel, plus optional years depending on our decision, with respect to six newbuilding vessels which were delivered to us during 2024. On December 11, 2023, we entered into the Eagle Merger Agreement, pursuant to which Eagle became a wholly owned subsidiary of Star Bulk.
During 2023, we entered into long-term charter-in arrangements with an approximate duration of seven years per vessel, plus optional years depending on our decision, with respect to six newbuilding vessels which were each delivered to us during 2024. 30 Table of Contents On December 11, 2023, we entered into the Eagle Merger Agreement, pursuant to which Eagle became a wholly owned subsidiary of Star Bulk.
Any passage of climate control legislation or other regulatory initiatives by the IMO, the EU, the U.S. or other countries where we operate, or any treaty adopted at the international level to succeed the Kyoto Protocol or Paris Agreement, that restricts emissions of greenhouse gases could require us to make significant financial expenditures which we cannot predict with certainty at this time.
Any passage of climate control legislation or other regulatory initiatives by the IMO, the EU, the United States or other countries where we operate, or any treaty adopted at the international level to succeed the Kyoto Protocol or Paris Agreement, that restricts emissions of greenhouse gases could require us to make significant financial expenditures which we cannot predict with certainty at this time.
Our experienced and skilled technical management team, as well as our competent crews on board, work hard to maintain and 36 Table of Contents exceed the quality standards of our customers and other constituents, as well as to ensure the health, safety and security of our people on the vessels, and to minimize the impact of our operations on the environment.
Our experienced and skilled technical management team, as well as our competent crews on board, work hard to maintain and exceed the quality standards of our customers and other constituents, as well as to ensure the health, safety and security of our people on the vessels, and to minimize the impact of our operations on the environment.
In addition, the EU imposed a 0.1% maximum sulfur requirement for fuel used by ships at berth in the Baltic, the North Sea and the English Channel (the so called “SO x -Emission Control Area”), and, beginning May 1, 2025, in the Mediterranean Sea.
In addition, the EU imposed a 0.1% maximum sulfur requirement for fuel used by ships at berth in the Baltic, the North Sea and the English Channel (the so called “SO x -Emission Control Area”), and, as of May 1, 2025, in the Mediterranean Sea.
Environmental Protection Agency affecting the permissible scope of the WOTUS definition, in August 2023 the EPA issued a final rule furthering amending and narrowing the definition of WOTUS.
Environmental Protection Agency affecting the permissible scope of the WOTUS definition, in August 2023 the EPA issued a final rule furthering amending and narrowing the definition of WOTUS. U.S.
Substantial loss of revenue and other costs may be incurred as a result of detention of a vessel or additional security measures, and the risk of uninsured losses could significantly affect our business. Costs are incurred in taking additional security measures in accordance with Best Management Practices to Deter Piracy, notably those contained in the BMP5 industry standard.
Substantial loss of revenue and other costs may be incurred as a result of detention of a vessel or additional security measures, and the risk of uninsured losses could significantly affect our business. Costs are incurred in taking additional security measures in accordance with Best Management Practices to Deter Piracy, notably those contained in the BMP (latest version) industry standard.
International negotiations are continuing with respect to a successor to the Kyoto Protocol, and restrictions on shipping emissions may be included in any new treaty. In December 2009, more than 27 nations, including the U.S. and China, signed the Copenhagen Accord, which includes a non-binding commitment to reduce greenhouse gas emissions.
International negotiations are continuing with respect to a successor to the Kyoto Protocol, and restrictions on shipping emissions may be included in any new treaty. In December 2009, more than 27 nations, including the United States and China, signed the Copenhagen Accord, which includes a non-binding commitment to reduce greenhouse gas emissions.
The CWA also imposes substantial liability for the costs of removal, remediation and damages and complements the remedies available under OPA and CERCLA. In 2015, the EPA expanded the definition of “waters of the 49 Table of Contents United States” (“WOTUS”), thereby expanding federal authority under the CWA.
The CWA also imposes substantial liability for the costs of removal, remediation and damages and complements the remedies available under OPA and CERCLA. In 2015, the EPA expanded the definition of “waters of the United States” (“WOTUS”), thereby expanding federal authority under the CWA.
In addition to the above, the Company has also chosen to comply with BMP5 standard as best management practices and also provides additional security equipment (and armed guards, where required) on board whenever our vessels pass through areas of voluntary reporting or where there is high risk of piracy.
In addition to the above, the Company has also chosen to comply with BMP (latest version) standard as best management practices and also provides additional security equipment (and armed guards, where required) on board whenever our vessels pass through areas of voluntary reporting or where there is high risk of piracy.
OPA affects all “owners and operators” whose vessels trade or operate within the U.S., its territories and possessions or whose vessels operate in U.S. waters, which includes the U.S.’s territorial sea and its 200-nautical mile exclusive economic zone around the U.S.
OPA affects all “owners and operators” whose vessels trade or operate within the United States, its territories and possessions or whose vessels operate in U.S. waters, which includes U.S. territorial sea and its 200-nautical mile exclusive economic zone around the United States.
Liability under CERCLA is limited to the greater of $300 per gross ton or $5.0 million for vessels carrying a hazardous substance as cargo 48 Table of Contents and the greater of $300 per gross ton or $500,000 for any other vessel.
Liability under CERCLA is limited to the greater of $300 per gross ton or $5.0 million for vessels carrying a hazardous substance as cargo and the greater of $300 per gross ton or $500,000 for any other vessel.
As a result, as of the date of this annual report, on a fully delivered basis, our fleet includes 153 vessels, with an aggregate capacity of 14.9 million dwt, consisting of Newcastlemax, Capesize, Post Panamax, Kamsarmax, Panamax, Ultramax and Supramax vessels with carrying capacities between 55,569 dwt and 209,537 dwt.
As a result, as of the date of this annual report, on a fully delivered basis, our fleet includes 141 vessels, with an aggregate capacity of 14.0 million dwt, consisting of Newcastlemax, Capesize, Post Panamax, Kamsarmax, Panamax, Ultramax and Supramax vessels with carrying capacities between 55,569 dwt and 209,537 dwt.
We believe that the maritime regulations have already had and will have a strong impact on the maritime industry and will distinguish us from other dry bulk owners that will have conventional dry bulk vessels that will not be able to consume less expensive bunker fuel with higher sulfur content.
We believe that the maritime regulations have already had, and will continue to have, a strong impact on the maritime industry and will further distinguish us from other dry bulk owners with conventional dry bulk vessels that are not able to consume less expensive bunker fuel with higher sulfur content.
The Polar Code, covers design, construction, equipment, operational, 45 Table of Contents training, search and rescue as well as environmental protection matters relevant to ships operating in the waters surrounding the two poles. It also includes mandatory measures regarding safety and pollution prevention as well as recommended provisions.
The Polar Code, covers design, construction, equipment, operational, training, search and rescue as well as environmental protection matters relevant to ships operating in the waters surrounding the two poles. It also includes mandatory measures regarding safety and pollution prevention as well as recommended provisions.
The majority of our fleet is fitted with Exhaust Gas Cleaning Systems, which reduce the sulfur content of the exhaust gas emissions. 43 Table of Contents We may incur costs to comply with the revised standards mentioned above.
The majority of our fleet is fitted with Exhaust Gas Cleaning Systems, which reduce the sulfur content of the exhaust gas emissions. We may incur costs to comply with the revised standards mentioned above.
Our vessels are all currently holders of these certificates issued by the respective flag administrations, based on the evidence of coverage issued by the respective P&I clubs. As of February 1, 2025, the ballast water record keeping requirements were updated and revised coding now applies to our ships; logbooks and documented evidence will be updated accordingly.
Our vessels are all currently holders of these certificates issued by the respective flag administrations, based on the evidence of coverage issued by the respective P&I clubs. As of February 1, 2025, the ballast water record keeping requirements were updated and revised coding now applies to our ships.
Further to the above, the Hong Kong International Convention for the Safe and Environmentally Sound Recycling of Ships, 2009 (the “Hong Kong Convention”), which applies to ships above 500 gross tonnage (“GT”), will enter into force on June 26, 2025. Under the Hong Kong Convention, ships must develop and maintain onboard an inventory of hazardous materials.
Further to the above, the Hong Kong International Convention for the Safe and Environmentally Sound Recycling of Ships, 2009 (the “Hong Kong Convention”), which applies to ships above 500 gross tonnage (“GT”), went into effect on June 26, 2025. Under the Hong Kong Convention, ships must develop and maintain onboard an inventory of hazardous materials.
Irrespective of the 46 Table of Contents BWM convention, certain countries such as the U.S. have enforced and implemented regional requirements related to system certification, operation and reporting.
Irrespective of the BWM convention, certain countries such as the U.S. have enforced and implemented regional requirements related to system certification, operation and reporting.
Our ESG Performance: Environment We endeavor to comply with all applicable environmental regulations efficiently and in a timely manner and implement measures to improve our environmental performance, protect the marine environment and reduce our carbon footprint. • We have retrofitted our fleet with scrubbers, in order to comply with the sulfur emissions standards, titled IMO-2020, set by the International Maritime Organization, the United Nations agency for maritime safety and the prevention of pollution by vessels (the “IMO”). 26 Table of Contents • We have implemented a retrofit program across our entire fleet to comply with the IMO’s Ballast Water Management Convention. • In accordance with the scope of the GHG strategy set for 2030 and 2050 by the IMO, we monitor the performance of our vessels through telemetry and advanced data management systems and take action to improve the energy efficiency of our fleet both operationally and technically. • We participate in the Poseidon Principles, which provide a framework for assessing and disclosing the climate alignment of ship finance portfolios and are consistent with the policies and ambitions of the IMO to achieve net zero GHG emissions by or around 2050. • We collaborate with our charterers within the scope of the Sea Cargo Charter, providing them with our vessel data to enable them to assess and report on the carbon intensity of the chartering activities of these vessels. • We have engaged and actively participate in partnerships and alliances that promote sustainability in the maritime sector, including emission control and other environmental initiatives, such as the Maritime Emissions Reduction Centre, the Global Maritime Forum, the Getting to Zero Coalition, the Clean Shipping Alliance and the Hellenic Marine Environment Protection Association. • In collaboration with our major charterers, we participate in the development of an iron ore Green Corridor between West Australia and East Asia, which aims to decarbonize this trade route through the deployment of clean ammonia-fueled vessels. • We are active participants in several projects for the development and/or deployment of new green technologies and alternative fuels, including with respect to: • the adoption of various latest technology voyage optimization platforms which aim to reduce fuel consumption and therefore our fleet’s CO 2 footprint; • the installation of energy-saving devices, such as propeller ducts, which aim to reduce the required propulsion power and CO 2 emissions of our vessels; • piloting and evaluating latest technology anti-fouling paints and hull cleaning technologies to reduce hull resistance and improve vessel’s energy efficiency; • the techno-economic feasibility assessment of several zero-emission fuels, including biofuels and green-hydrogen derived fuels such as methanol and ammonia; • onboard carbon capture technologies, including by leveraging our existing exhaust gas cleaning systems; and • the testing of advanced wash-water filtration system onboard our vessels to enable the removal of micro-plastics from port waters.
Our ESG Performance: Environment We endeavor to comply with all applicable environmental regulations efficiently and in a timely manner and implement measures to improve our environmental performance, protect the marine environment and reduce our carbon footprint. · We have retrofitted our fleet with scrubbers, in order to comply with the sulfur emissions standards, titled IMO-2020, set by the International Maritime Organization, the United Nations agency for maritime safety and the prevention of pollution by vessels (the “IMO”). · We have implemented a retrofit program across our entire fleet to comply with the IMO’s Ballast Water Management Convention. · In accordance with the scope of the GHG strategy set for 2030 and 2050 by the IMO, we monitor the performance of our vessels through telemetry and advanced data management systems and take action to improve the energy efficiency of our fleet both operationally and technically. · We participate in the Poseidon Principles, which provide a framework for assessing and disclosing the climate alignment of ship finance portfolios and are consistent with the policies and ambitions of the IMO to achieve net zero GHG emissions by or around 2050. · We collaborate with our charterers within the scope of the Sea Cargo Charter, providing them with our vessel data to enable them to assess and report on the carbon intensity of the chartering activities of these vessels. 21 Table of Contents · We have engaged and actively participate in partnerships and alliances that promote sustainability in the maritime sector, including emission control and other environmental initiatives, such as the Maritime Emissions Reduction Centre, the Global Maritime Forum, the Getting to Zero Coalition, the Clean Shipping Alliance and the Hellenic Marine Environment Protection Association. · We are active participants in several projects for the development and/or deployment of new green technologies and alternative fuels, including with respect to: · the adoption of various latest technology voyage optimization platforms which aim to reduce fuel consumption and therefore our fleet’s CO 2 footprint; · the installation of energy-saving devices, such as propeller ducts, which aim to reduce the required propulsion power and CO 2 emissions of our vessels; · piloting and evaluating latest technology anti-fouling paints and hull cleaning technologies to reduce hull resistance and improve vessel’s energy efficiency; · the techno-economic feasibility assessment of several zero-emission fuels, including biofuels and green-hydrogen derived fuels such as methanol and ammonia; and · onboard carbon capture technologies, including by leveraging our existing exhaust gas cleaning systems.
President Trump has also proposed leasing new sections of U.S. waters to oil and gas companies for offshore drilling. With these rapid changes, compliance with any new requirements of OPA and future legislation or regulations applicable to the operation of our vessels could impact the cost of our operations and adversely affect our business.
The Trump administration has also proposed a plan to lease new sections of U.S. waters to oil and gas companies for offshore drilling. With these rapid changes, compliance with any new requirements of OPA and future legislation or regulations applicable to the operation of our vessels could impact the cost of our operations and adversely affect our business.
Even though 2024 charter hire levels ranged well above the lows of 2016, there can be no assurance that the market will not decline again. As of February 17, 2025, the BDI stood at 806. Environmental and Other Regulations in the Shipping Industry Government laws and regulations significantly affect the ownership and operation of our fleets.
Even though 2025 charter hire levels ranged well above the lows of 2016, there can be no assurance that the market will not decline again. As of February 25, 2026, the BDI stood at 2,121. Environmental and Other Regulations in the Shipping Industry Government laws and regulations significantly affect the ownership and operation of our fleets.
The Marine Environment Protection Committee (“MEPC”) adopted amendments to Annex VI regarding emissions of sulfur oxide, nitrogen oxide, particulate matter and ozone depleting substances. The amended Annex VI implemented a progressive reduction of the amount of sulfur contained in any fuel oil used on board ships, among other changes.
The MEPC adopted amendments to Annex VI regarding emissions of sulfur oxide, nitrogen oxide, particulate matter and ozone depleting substances. The amended Annex VI implemented a progressive reduction of the amount of sulfur contained in any fuel oil used on board ships, among other changes.
Starting in January 2025, all large ships (of 5,000 gross tonnage and above) entering EU and European Economic Area (“EEA”) ports will have to comply with FuelEU. Fuel EU sets “well-to-wake” GHG emissions intensity requirements for energy used on board.
As of January 2025, all large ships (of 5,000 gross tonnage and above) entering EU and European Economic Area (“EEA”) ports must comply with FuelEU. Fuel EU sets “well-to-wake” GHG emissions intensity requirements for energy used on board.
Under OPA, vessel owners and operators are “responsible parties” and are jointly, severally and strictly liable (unless the spill results solely from the act or omission of a third-party, an act of God or an act of war) for all containment and clean-up costs and other damages arising from discharges or threatened discharges of oil from their vessels, including bunkers (fuel).
Both OPA and CERCLA impact our operations. 42 Table of Contents Under OPA, vessel owners and operators are “responsible parties” and are jointly, severally and strictly liable (unless the spill results solely from the act or omission of a third-party, an act of God or an act of war) for all containment and clean-up costs and other damages arising from discharges or threatened discharges of oil from their vessels, including bunkers (fuel).
In addition, we publish an annual ESG Report, which presents our ESG strategy and goals, identifies ESG related risks and reports on our ESG performance across all our business operations. In November 2024, we released our sixth annual ESG Report. All of our ESG Reports may be found on our website at www.starbulk.com.
In addition, we publish an annual ESG Report, which presents our ESG strategy and goals, identifies ESG related risks and reports on our ESG performance across all our business operations. In October 2025, we released our seventh annual ESG Report. All of our ESG Reports may be found on our website at www.starbulk.com.
We have deployed our Vessel Performance Reporting (“VPR”) system across our fleet, and have installed onboard telemetry on 63% of the fleet as of December 31, 2024, enabling real-time tracking of fuel consumption, emissions and engine efficiency. We aim to achieve full fleet digitalization by the 2025 year-end.
We have deployed our Vessel Performance Reporting (“VPR”) system across our fleet, and have installed onboard telemetry on 90% of the fleet as of December 31, 2025, enabling real-time tracking of fuel consumption, emissions and engine efficiency. We aim to achieve full fleet digitalization by the end of the first half of 2026.
We believe that our integrated approach of having control over the commercial and technical management provides us with a competitive advantage over many of our competitors by allowing us to maintain competitive operating expenses, high quality safety and environmental standards and superior chartering performance.
Information on the Company—B. Business Overview—Operations”. We believe that our integrated approach of having control over the commercial and technical management provides us with a competitive advantage over many of our competitors by allowing us to maintain competitive operating expenses, high quality safety and environmental standards and superior chartering performance.
As part of our strategy to maximize earnings, we seek direct arrangements (consecutive voyages, contracts of affreightment, etc.) with major charterers and cargo owners on a voyage basis, providing the scale required for the transportation of large commodity volumes over a multitude of trading routes around the world.
As part of our strategy to maximize earnings, we seek direct arrangements (consecutive voyages, contracts of affreightment, etc.) with major charterers and cargo owners on a voyage basis, providing the scale required for the transportation of large commodity volumes over a multitude of trading routes around the world. We complement our owned fleet through Star Bulk (Singapore) Pte.
Crewing Starbulk S.A., Star Bulk (Hellas) Inc., Star Bulk Shipmanagement Company (Cyprus) Limited and Eagle Ship Management LLC are responsible for recruiting, either directly or through a crew manager, the senior officers and all other crew members for the vessels in our fleet.
Crewing Starbulk S.A., Star Bulk (Hellas) Inc., Eagle Ship Management (Hellas) LLC and Eagle Ship Management LLC are responsible for recruiting, either directly or through a crew manager, the senior officers and all other crew members for the in-house managed vessels of our fleet.
Until the USCG’s regulations are final and enforceable, non-military, non-recreational vessels greater than 79 feet in length will continue to be subject to the existing discharge requirements under the VGP, including submission of a Notice of Intent (“NOI”) or retention of a PARI form and submission of annual reports.
Until the USCG’s regulations are final and enforceable, non-military, non-recreational vessels greater than 79 feet in length will continue to be subject to the existing discharge requirements under the VGP, including submission of a Notice of Intent (“NOI”) or retention of a PARI form and submission of annual reports, while compliance obligations may increase upon adoption of new VIDA standards.
To trade internationally, a vessel must attain an International Ship Security Certificate (“ISSC”) from a recognized security organization approved by the vessel’s flag state. Ships operating without a valid certificate may be detained, expelled from or refused entry at port until they obtain an ISSC.
The ISPS Code is designed to enhance the security of ports and ships against terrorism. To trade internationally, a vessel must attain an International Ship Security Certificate (“ISSC”) from a recognized security organization approved by the vessel’s flag state. Ships operating without a valid certificate may be detained, expelled from or refused entry at port until they obtain an ISSC.
However, over the last fifteen years, between 2009 and 2024, seaborne dry bulk trade increased at a compound annual growth rate of 3.1%, substantially influenced by the entrance of China in the World Trade Organization.
However, over the last fifteen years, between 2010 and 2025, seaborne dry bulk trade increased at a compound annual growth rate of 2.8%, substantially influenced by the entrance of China in the World Trade Organization.
Ltd. and Eagle Ship Management LLC, five of our wholly-owned subsidiaries, perform the operational and technical management services for the majority of the vessels in our fleet, including chartering, marketing, capital expenditures, personnel, accounting, paying vessel taxes and maintaining insurance.
Operations In-House Management of the fleet Star Bulk Management Inc., Star Bulk (Hellas) Inc., Starbulk S.A., Eagle Ship Management (Hellas) LLC and Eagle Ship Management LLC, five of our wholly-owned subsidiaries, perform the operational and technical management services for the vast majority of the vessels in our fleet, including chartering, marketing, capital expenditures, personnel, accounting, paying vessel taxes and maintaining insurance.
This approach ensures that excess cash flows are returned to shareholders when market conditions are strong, while retaining flexibility to reinvest in fleet renewal, operational efficiency, and strategic opportunities. Our Business Strategies Our vision is to be a global leader in sustainable dry bulk shipping.
Our amended Dividend Policy ensures that excess cash flows are returned to shareholders when market conditions are strong, while retaining flexibility to reinvest in fleet renewal, operational efficiency, and strategic opportunities. See Item 8 “Dividend Policy” for further details. Our Business Strategies Our vision is to be a global leader in sustainable dry bulk shipping.
RightShip is also in the process of incorporating EEXI requirements into their platform for assessment and recommendation purposes. Increasing environmental concerns have created a demand for vessels that conform to stricter environmental standards.
RightShip has recently incorporated the EEXI requirements into their platform for assessment and recommendation purposes. Increasing environmental concerns have created a demand for vessels that conform to stricter environmental standards.
Changes include the handling of the sea chest flushing residue, entries, record keeping, etc. 47 Table of Contents Compliance Enforcement Noncompliance with the ISM Code or other IMO regulations may subject the ship owner or bareboat charterer to increased liability, may lead to decreases in available insurance coverage for affected vessels and may result in the denial of access to, or detention in, some ports.
Compliance Enforcement Noncompliance with the ISM Code or other IMO regulations may subject the ship owner or bareboat charterer to increased liability, may lead to decreases in available insurance coverage for affected vessels and may result in the denial of access to, or detention in, some ports.
Seasonality Demand for vessel capacity has historically exhibited seasonal variations and, as a result, fluctuations in charter rates. This seasonality may result in quarter-to-quarter volatility in our operating results for vessels trading in the spot market.
We charter out our vessels to first class iron ore miners, utilities companies, commodity trading houses and diversified shipping companies. Seasonality Demand for vessel capacity has historically exhibited seasonal variations and, as a result, fluctuations in charter rates. This seasonality may result in quarter-to-quarter volatility in our operating results for vessels trading in the spot market.
Additionally, further amendments to Annex VI to prohibit the carriage of bunkers above 0.5% sulfur on ships took effect March 1, 2020, with the exception of vessels fitted with scrubbers which can carry fuel of higher sulfur content. These regulations subject oceangoing vessels to stringent emissions controls and may cause us to incur substantial costs.
Additionally, further amendments to Annex VI to prohibit the carriage of bunkers above 0.5% sulfur on ships took effect March 1, 2020, with the exception of vessels fitted with scrubbers which can carry fuel of higher sulfur content.
Anti-Fouling Requirements In 2001, the IMO adopted the International Convention on the Control of Harmful Anti-fouling Systems on Ships (the “Anti-fouling Convention”). The Anti-fouling Convention, which entered into force on September 17, 2008, prohibits the use of organotin compound coatings to prevent the attachment of mollusks and other sea life to the hulls of vessels.
The Anti-fouling Convention, which entered into force on September 17, 2008, prohibits the use of organotin compound coatings to prevent the attachment of mollusks and other sea life to the hulls of vessels.
On March 23, 2023, the European Parliament and the Council agreed on the FuelEU, a new EU regulation that includes a provision, among others, to gradually decrease the greenhouse gas intensity of fuels used by the shipping sector over time, by 2% in 2025 to as much as 80% by 2050.
On March 23, 2023, the European Parliament and the Council agreed on the FuelEU, a new EU regulation that includes a provision, among others, to gradually decrease the greenhouse gas intensity of fuels used by the shipping sector over time, targeting a 2% reduction in 2025 (compared to 2020 levels), increasing to 6% in 2030 and with additional increases every 5 years to reach a reduction of 80% by 2050.
We have a large, modern, fuel-efficient and high-quality fleet, which emphasizes the ability to transport a multitude of dry bulk cargoes across the globe on a 24/7 basis. Our fleet is built at leading shipyards and features the latest technology.
We maintain a large, modern, fuel-efficient and high-quality fleet, which demonstrates our ability to transport a multitude of dry bulk cargoes across the globe on a 24/7 basis.
The BDI reached a historic high of 11,793 in May 2008 and a low of 290 in February 2016, which represents a decline of 98%. In 2024, the BDI ranged from a low of 976 on December 19, 2024, to a high of 2,419 on March 18, 2024.
The BDI reached a historic high of 11,793 in May 2008 and a low of 290 in February 2016, which represents a decline of 98%. In 2025, the BDI ranged from a low of 715 on January 30, 2025, to a high of 2,845 on December 3, 2025.
One of the most efficient ways of reducing emissions is reducing vessel power and therefore speed, this would in turn limit the supply. The Company owns one of the most modern and fuel-efficient fleets in the industry. Maintaining and improving our position in respect of the above creates an extremely compelling outlook for our Company in the next 2-5 years.
The Company owns one of the most modern and fuel-efficient fleets in the industry. Maintaining and improving our position in respect of the above creates an extremely compelling outlook for our Company in the next 2-5 years.
The bio-fouling regulatory framework has been updated by the MEPC.387(81) – BWM.2/Circ.80/Rev.1 and all the documentation carried on board by our vessels is now in the process of being fully aligned with the requirements as of February 1, 2025.
In February 2025, the bio-fouling regulatory framework has been updated by the MEPC.387(81) – BWM.2/Circ.80/Rev.1 and all the documentation carried on board by our vessels has now been fully aligned with current requirements. Changes include the handling of the sea chest flushing residue, entries, record keeping, etc.
Starbulk S.A., Star Bulk (Hellas) Inc., Star Bulk Shipmanagement Company (Cyprus) Limited and Eagle Ship Management LLC are also responsible for ensuring that seafarers’ wages and terms of employment conform to international standards or to general collective bargaining agreements to allow unrestricted worldwide trading of the vessels and provide the crewing management for the vessels in our fleet that are not managed by third-party managers.
They are also responsible for ensuring that seafarers’ wages and terms of employment conform to international standards or to general collective bargaining agreements to allow unrestricted worldwide trading of the vessels and provide the crewing management for the vessels in our fleet that are not managed by third-party managers. 32 Table of Contents Outsourced Management of the fleet We engage Ship Procurement Services S.A., a third-party company, to provide to our fleet certain procurement services.
June 2026 4 Star Affinity LLC Hull No 23 82,000 Qingdao Shipyard Co. Ltd. April 2026 5 Star Nova LLC Hull No 18 82,000 Qingdao Shipyard Co. Ltd.
April 2026 2 Star Caldera LLC Hull No 16 82,000 Qingdao Shipyard Co. Ltd. April 2026 3 Star Terra LLC Hull No 17 82,000 Qingdao Shipyard Co. Ltd. July 2026 4 Star Nova LLC Hull No 18 82,000 Qingdao Shipyard Co. Ltd. September 2026 5 Star Affinity LLC Hull No 23 82,000 Qingdao Shipyard Co. Ltd.
In 2021, MEPC 77 adopted a non-binding resolution which urges Member States and ship operators to voluntarily use distillate or other cleaner alternative fuels or methods of propulsion that are safe for ships and could contribute to the reduction of Black Carbon emissions from ships when operating in or near the Arctic.
In 2021, MEPC 77 adopted a non-binding resolution which urges Member States and ship operators to voluntarily use distillate or other cleaner alternative fuels or methods of propulsion that are safe for ships and could contribute to the reduction of Black Carbon emissions from ships when operating in or near the Arctic. 37 Table of Contents Any vessels that do meet this EEXI requirement need to limit their propulsion power and/or adopt energy-saving/emission reducing technology, through retrofits, to reach compliant levels.
A proactive maintenance strategy, including regular inspections, a comprehensive maintenance program and crew training supports operational reliability, safety and environmental compliance. We believe the Star Bulk fleet combined with our strong balance sheet and commercial and technical capabilities help us to manage the cyclicality of the dry bulk market. Our fleet is currently chartered mostly on the spot market.
We believe the Star Bulk fleet combined with our strong balance sheet and commercial and technical capabilities help us to manage the cyclicality of the dry bulk market. Our fleet is currently chartered mostly on the spot market.
Apart from the above, our Company has also become certified according to the ISO 9001, 14001, 45001 and 50001 standards pertaining to compliance with elevated quality, environmental, occupational health and safety and energy efficiency requirements, thus increasing the requirements our vessels and management company have to comply with on various levels.
Failure to maintain necessary permits or approvals could require us to incur substantial costs or result in the temporary suspension of the operation of one or more of our vessels. 35 Table of Contents Apart from the above, our Company has also become certified according to the ISO 9001, 14001, 45001 and 50001 standards pertaining to compliance with elevated quality, environmental, occupational health and safety and energy efficiency requirements, thus increasing the requirements our vessels and management company have to comply with on various levels.
Sulfur content standards are even stricter within certain “Emission Control Areas,” or (“ECAs”). Ships operating within an ECA are not permitted to use fuel with sulfur content in excess of 0.1% m/m.
These regulations subject oceangoing vessels to stringent emissions controls and may cause us to incur substantial costs. 36 Table of Contents Sulfur content standards are even stricter within certain “Emission Control Areas,” or (“ECAs”). Ships operating within an ECA are not permitted to use fuel with sulfur content in excess of 0.1% m/m.
Additionally, in 2022 the MEPC amended Annex VI to impose new regulations to reduce greenhouse gas emissions from ships. These amendments introduced requirements to assess and measure the energy efficiency of all ships and set the required attainment values, with the goal of reducing the carbon intensity of international shipping.
These amendments introduced requirements to assess and measure the energy efficiency of all ships and set the required attainment values, with the goal of reducing the carbon intensity of international shipping.
Following the closing of the merger with Eagle Bulk, Star Bulk is the largest U.S.-listed dry bulk shipping company, as measured by aggregate deadweight, with a global footprint that enables us to better serve a diversified customer base across key maritime hubs.
Star Bulk is the largest U.S.-listed, pure dry bulk shipping company, as measured by aggregate deadweight, with a global footprint that enables us to better serve a diversified customer base across key maritime hubs. The vast majority of our fleet (136 vessels) are equipped with EGCS, which reduce sulfur emissions complying with the global sulfur cap regulations.
As a result, we believe we will have an opportunity to capitalize on rising market demand during a period of reduced fleet growth, customer preferences for our ships and economies of scale, while enabling us to capture the benefits of fuel cost savings through spot time charters or voyage charters. 28 Table of Contents The majority of our operating fleet is equipped with a vessel remote monitoring system that provides data to monitor fuel and lubricant consumption and efficiency on a real-time basis.
As a result, we believe we will have an opportunity to capitalize on rising market demand during a period of reduced fleet growth, customer preferences for our ships and economies of scale, while also capturing the benefits of fuel cost savings through spot time charters or voyage charters.

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Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

77 edited+22 added−127 removed56 unchanged
Biggest changeIn addition, vessel values are highly volatile; as such, our estimates may not be indicative of the current or future charter-free market value of our vessels or prices that we could achieve if we were to sell them. 76 Table of Contents Vessel Name DWT Year Built Carrying Value as of December 31, 2023 (in millions of U.S dollars) Carrying Value as of December 31, 2024 (in millions of U.S dollars) Goliath 209,537 2015 45 ** 44 Gargantua 209,529 2015 46 ** 44 Star Gina 2GR 209,475 2016 32 31 Maharaj 209,472 2015 46 ** 45 Star Leo 207,939 2018 44 43 Star Laetitia 207,896 2017 42 40 Star Ariadne 207,812 2017 45 44 Star Virgo 207,810 2017 43 42 Star Libra 207,765 2016 44 42 Star Sienna 207,721 2017 42 40 Star Marisa 207,709 2016 45 43 Star Karlie 207,566 2016 43 41 Star Eleni 207,555 2018 39 38 Star Magnanimus 207,526 2018 47 46 Debbie H 206,861 2019 45 43 Star Ayesha 206,852 2019 45 44 Katie K 206,839 2019 45 43 Leviathan 182,511 2014 29 28 Peloreus 182,496 2014 29 28 Star Claudine 181,258 2011 27 26 Star Ophelia 180,716 2010 26 24 Star Pauline 180,274 2008 22 21 Star Martha 180,274 2010 31 ** 29 Pantagruel (3) 180,181 2004 19 ** - Star Lyra 179,147 2009 23 22 Star Borneo 178,978 2010 19 19 Star Bueno 178,978 2010 19 18 Star Marilena 178,978 2010 19 18 Star Janni 178,978 2010 22 21 Star Marianne 178,906 2010 20 19 Star Angie 177,931 2007 25 ** 23 * Big Fish (1) 177,662 2004 15 - Kymopolia 176,990 2006 23 ** 21 * Star Triumph (3) 176,343 2004 12 - Star Scarlett 175,649 2014 31 ** 30 77 Table of Contents Vessel Name DWT Year Built Carrying Value as of December 31, 2023 (in millions of U.S dollars) Carrying Value as of December 31, 2024 (in millions of U.S dollars) Star Audrey (3) 175,125 2011 25 - Big Bang (3) 174,109 2007 19 - Star Paola (3) 115,259 2011 19 - Star Eva 106,659 2012 19 18 Amami 98,681 2011 21 20 Madredeus 98,681 2011 21 20 Star Sirius 98,681 2011 22 20 Star Vega 98,681 2011 22 21 Star Aphrodite 92,006 2011 18 17 Star Piera 91,951 2010 17 16 Star Despoina 91,951 2010 17 16 Star Electra 83,494 2011 18 17 Star Angelina 82,981 2006 15 13 * Star Gwyneth 82,790 2006 16 ** 14 * Star Kamila 82,769 2005 13 12 Star Luna 82,687 2008 14 13 Star Bianca 82,672 2008 14 13 Pendulum 82,619 2006 14 13 Star Maria 82,598 2007 12 12 Star Markella 82,594 2007 14 13 Star Danai 82,574 2006 14 12 Star Jeannette 82,566 2014 21 21 Star Elizabeth 82,403 2021 25 24 Star Georgia 82,298 2006 12 11 Star Sophia 82,269 2007 13 12 Star Mariella 82,266 2006 14 12 Star Moira 82,257 2006 12 11 Star Nina 82,224 2006 11 10 Star Renee 82,221 2006 11 10 Star Nasia 82,220 2006 14 13 Star Laura 82,209 2006 11 10 Star Mona 82,188 2012 18 18 Star Helena 82,187 2006 11 10 Star Astrid 82,158 2012 18 17 Star Alessia 81,944 2017 25 24 78 Table of Contents Vessel Name DWT Year Built Carrying Value as of December 31, 2023 (in millions of U.S dollars) Carrying Value as of December 31, 2024 (in millions of U.S dollars) Star Calypso 81,918 2014 20 20 Star Suzanna 81,711 2013 15 14 Star Charis 81,711 2013 14 14 Mercurial Virgo 81,545 2013 21 19 Stardust 81,502 2011 18 17 Star Sky 81,466 2010 17 16 Star Lambada 81,272 2016 20 20 Star Carioca 81,262 2015 20 19 Star Capoeira 81,253 2015 20 19 Star Macarena 81,198 2016 21 20 Star Lydia 81,187 2013 20 19 Star Nicole 81,120 2013 20 19 Star Virginia 81,061 2015 22 21 Star Genesis 80,705 2010 17 16 Star Flame 80,448 2011 17 16 Star Iris (3) 76,466 2004 12 - Star Emily 76,417 2004 11 10 Cape Town Eagle 63,707 2015 - 23 Star Vancouver 63,670 2020 - 28 Oslo Eagle 63,655 2015 - 23 Star Rotterdam 63,629 2017 - 26 Halifax Eagle 63,618 2020 - 28 Helsinki Eagle 63,605 2015 - 23 Star Gibraltar 63,576 2015 - 22 Valencia Eagle 63,556 2015 - 23 Dublin Eagle 63,550 2015 - 23 Santos Eagle 63,536 2015 - 23 Antwerp Eagle 63,530 2015 - 23 Star Sydney 63,523 2015 - 24 Star Copenhagen 63,495 2015 - 23 Hong Kong Eagle 63,472 2016 - 25 Idee Fixe 63,458 2015 23 22 Shanghai Eagle 63,438 2016 - 25 Roberta 63,426 2015 23 23 Laura 63,399 2015 23 22 79 Table of Contents Vessel Name DWT Year Built Carrying Value as of December 31, 2023 (in millions of U.S dollars) Carrying Value as of December 31, 2024 (in millions of U.S dollars) Star Singapore 63,386 2017 - 26 Star Westport 63,344 2015 - 23 Star Hamburg 63,334 2014 - 23 * Fairfield Eagle 63,301 2013 - 22 Star Greenwich 63,301 2013 - 22 Groton Eagle 63,301 2013 - 22 Madison Eagle 63,301 2013 - 22 Star Mystic 63,301 2013 - 22 Rowayton Eagle 63,301 2013 - 21 Southport Eagle 63,301 2013 - 21 Star Stonington 63,301 2012 - 21 * Kaley 63,283 2015 24 23 Stockholm Eagle 63,275 2016 - 25 Kennadi 63,262 2016 24 23 Mackenzie 63,226 2016 16 15 New London Eagle 63,140 2015 - 24 Star Apus 63,123 2014 16 16 Star Bovarius (3) 61,602 2015 18 - Star Subaru 61,571 2015 18 17 Stamford Eagle 61,530 2016 - 25 Star Wave 61,491 2017 23 22 Star Challenger 61,462 2012 21 20 Star Fighter 61,455 2013 21 20 Star Lutas 61,347 2016 23 22 Honey Badger 61,320 2015 23 22 Wolverine 61,292 2015 24 23 Star Antares 61,258 2015 22 21 Star Tokyo 61,225 2015 - 25 Star Monica 60,935 2015 21 21 Star Aquarius 60,916 2015 18 18 Star Pisces 60,916 2015 18 17 Star Glory (3) 58,680 2012 14 - Star Nighthawk 57,809 2011 - 15 Oriole 57,809 2011 - 15 Owl 57,809 2011 - 15 80 Table of Contents Vessel Name DWT Year Built Carrying Value as of December 31, 2023 (in millions of U.S dollars) Carrying Value as of December 31, 2024 (in millions of U.S dollars) Petrel Bulker 57,809 2011 - 15 Puffin Bulker 57,809 2011 - 15 Star Runner 57,809 2011 - 15 Star Sandpiper 57,809 2011 - 15 Crane 57,809 2010 - 14 Egret Bulker 57,809 2010 - 14 Gannet Bulker 57,809 2010 - 14 Grebe Bulker 57,809 2010 - 14 Ibis Bulker 57,809 2010 - 14 Jay 57,809 2010 - 14 Kingfisher 57,809 2010 - 14 Martin 57,809 2010 - 14 Bittern (2) 57,809 2009 - 11 Star Canary 57,809 2009 - 13 Star Pyxis (3) 56,615 2013 12 - Star Hydrus (3) 56,604 2013 12 - Star Cleo 56,582 2013 12 12 Diva (3) 56,582 2011 11 - Star Pegasus 56,540 2013 12 12 Star Dorado (3) 56,507 2013 13 - Star Goal 55,989 2010 - 16 Strange Attractor 55,742 2006 13 12 Star Bright 55,569 2010 12 11 Star Omicron 53,489 2005 10 9 2,554 (4) 3,208 (5) (1) Vessel held for sale as of December 31, 2023 and delivered to her new owners during the year ended December 31, 2024, as further described in Note 5 of our audited consolidated financial statements.
Biggest changeVessel Name DWT Year Built Carrying Value as of December 31, 2024 (in millions of U.S dollars) Carrying Value as of December 31, 2025 (in millions of U.S dollars) Goliath 209,537 2015 44 43 Gargantua 209,529 2015 44 42 Star Gina 2GR 209,475 2016 31 30 Maharaj 209,472 2015 45 43 Star Leo 207,939 2018 43 41 Star Laetitia 207,896 2017 40 39 Star Ariadne 207,812 2017 44 43 Star Virgo 207,810 2017 42 40 Star Libra 207,765 2016 42 41 Star Sienna 207,721 2017 40 39 Star Marisa 207,709 2016 43 42 Star Karlie 207,566 2016 41 40 Star Eleni 207,555 2018 38 37 Star Magnanimus 207,526 2018 46 44 Debbie H 206,861 2019 43 42 Star Ayesha 206,852 2019 44 43 Katie K 206,839 2019 43 42 Leviathan 182,511 2014 28 27 Peloreus 182,496 2014 28 27 Star Claudine 181,258 2011 26 25 Star Ophelia 180,716 2010 24 23 Star Pauline 180,274 2008 21 20 Star Martha 180,274 2010 29 27 Star Lyra 179,147 2009 22 21 Star Borneo 178,978 2010 19 19 Star Bueno 178,978 2010 18 19 Star Marilena 178,978 2010 18 19 Star Janni 178,978 2010 21 21 Star Marianne 178,906 2010 19 19 Star Angie 177,931 2007 23 ** 21 Kymopolia 176,990 2006 21 ** 19 Star Scarlett 175,649 2014 30 29 Star Eva 106,659 2012 18 17 Amami 98,681 2011 20 19 Madredeus 98,681 2011 20 19 66 Table of Contents Vessel Name DWT Year Built Carrying Value as of December 31, 2024 (in millions of U.S dollars) Carrying Value as of December 31, 2025 (in millions of U.S dollars) Star Sirius 98,681 2011 20 19 Star Vega 98,681 2011 21 19 * Star Aphrodite 92,006 2011 17 16 Star Piera 91,951 2010 16 15 Star Despoina 91,951 2010 16 15 Star Electra 83,494 2011 17 16 Star Angelina 82,981 2006 13 ** 12 Star Gwyneth 82,790 2006 14 ** 13 Star Kamila 82,769 2005 12 10 Star Luna 82,687 2008 13 12 Star Bianca 82,672 2008 13 12 Pendulum 82,619 2006 13 12 Star Maria 82,598 2007 12 11 Star Markella 82,594 2007 13 12 Star Danai (1) 82,574 2006 12 - Star Jeannette 82,566 2014 21 20 Star Elizabeth 82,403 2021 24 23 Star Georgia (1) 82,298 2006 11 - Star Sophia 82,269 2007 12 11 Star Mariella 82,266 2006 12 11 Star Moira 82,257 2006 11 10 Star Nina 82,224 2006 10 9 Star Renee 82,221 2006 10 10 Star Nasia 82,220 2006 13 12 Star Laura 82,209 2006 10 9 Star Mona 82,188 2012 18 17 Star Helena 82,187 2006 10 9 Star Astrid 82,158 2012 17 16 Star Alessia 81,944 2017 24 23 Star Calypso 81,918 2014 20 19 Star Suzanna 81,711 2013 14 14 Star Charis 81,711 2013 14 13 Mercurial Virgo 81,545 2013 19 19 * Stardust 81,502 2011 17 16 Star Sky 81,466 2010 16 15 67 Table of Contents Vessel Name DWT Year Built Carrying Value as of December 31, 2024 (in millions of U.S dollars) Carrying Value as of December 31, 2025 (in millions of U.S dollars) Star Lambada 81,272 2016 20 19 Star Carioca 81,262 2015 19 18 Star Capoeira 81,253 2015 19 18 Star Macarena 81,198 2016 20 19 Star Lydia 81,187 2013 19 18 Star Nicole 81,120 2013 19 18 Star Virginia 81,061 2015 21 20 Star Genesis 80,705 2010 16 15 Star Flame 80,448 2011 16 16 Star Emily (1) 76,417 2004 10 - Star Cape Town 63,707 2015 23 22 Star Vancouver 63,670 2020 28 28 Star Oslo 63,655 2015 23 22 Star Rotterdam 63,629 2017 26 24 Star Halifax 63,618 2020 28 27 Star Helsinki 63,605 2015 23 22 Star Gibraltar 63,576 2015 22 21 Star Valencia 63,556 2015 23 22 Star Dublin 63,550 2015 23 22 Star Santos 63,536 2015 23 22 Star Antwerp 63,530 2015 23 22 Star Sydney 63,523 2015 24 23 Star Copenhagen 63,495 2015 23 22 Star Hong Kong 63,472 2016 25 24 Idee Fixe 63,458 2015 22 21 Star Shanghai 63,438 2016 25 24 Star Roberta 63,426 2015 23 21 Laura 63,399 2015 22 22 Star Singapore 63,386 2017 26 24 Star Westport 63,344 2015 23 23 Star Hamburg 63,334 2014 23 ** 22 Star Fairfield 63,301 2013 22 20 Star Greenwich 63,301 2013 22 20 Star Groton 63,301 2013 22 20 Star Madison 63,301 2013 22 20 68 Table of Contents Vessel Name DWT Year Built Carrying Value as of December 31, 2024 (in millions of U.S dollars) Carrying Value as of December 31, 2025 (in millions of U.S dollars) Star Mystic 63,301 2013 22 20 Star Rowayton 63,301 2013 21 20 Star Southport 63,301 2013 21 20 Star Stonington (2) 63,301 2012 21 ** 20 Kaley 63,283 2015 23 22 Star Stockholm 63,275 2016 25 24 Kennadi 63,262 2016 23 23 Mackenzie 63,226 2016 15 15 Star New London 63,140 2015 24 23 Star Apus 63,123 2014 16 15 Star Subaru 61,571 2015 17 16 Star Stamford 61,530 2016 25 23 Star Wave 61,491 2017 22 21 Star Challenger 61,462 2012 20 19 Star Fighter 61,455 2013 20 19 Star Lutas 61,347 2016 22 21 Honey Badger 61,320 2015 22 21 Wolverine 61,292 2015 23 22 Star Antares 61,258 2015 21 21 Star Tokyo 61,225 2015 25 24 Star Monica 60,935 2015 21 20 Star Aquarius 60,916 2015 18 17 Star Pisces 60,916 2015 17 17 Star Nighthawk (1) 57,809 2011 15 - Oriole (1) 57,809 2011 15 - Owl (1) 57,809 2011 15 - Petrel Bulker (1) 57,809 2011 15 - Puffin Bulker (1) 57,809 2011 15 - Star Runner (1) 57,809 2011 15 - Star Sandpiper (1) 57,809 2011 15 - Crane 57,809 2010 14 13 Egret Bulker 57,809 2010 14 13 Gannet Bulker 57,809 2010 14 13 Grebe Bulker 57,809 2010 14 13 Ibis Bulker 57,809 2010 14 13 69 Table of Contents Vessel Name DWT Year Built Carrying Value as of December 31, 2024 (in millions of U.S dollars) Carrying Value as of December 31, 2025 (in millions of U.S dollars) Jay 57,809 2010 14 13 Kingfisher 57,809 2010 14 13 Martin 57,809 2010 14 13 Bittern (1) 57,809 2009 11 - Star Canary (1) 57,809 2009 13 - Star Cleo 56,582 2013 12 11 Star Pegasus 56,540 2013 12 11 Star Goal (1) 55,989 2010 16 - Strange Attractor (1) 55,742 2006 12 - Star Bright 55,569 2010 11 11 Star Omicron (1) 53,489 2005 9 - 3,208 (3) 2,873 (4) (1) Vessel agreed to be sold and delivered to her new owners during the year ended December 31, 2025, as further described in Note 6 of our audited consolidated financial statements.
(Gain)/Loss on forward freight agreements and bunker swaps, net: For the year ended December 31, 2024, we incurred a net loss on forward freight agreements and bunker swaps of $4.0 million, consisting of unrealized gain of $5.7 million and realized loss of $9.7 million.
For the year ended December 31, 2024, we incurred a net loss on forward freight agreements and bunker swaps of $4.0 million, consisting of unrealized gain of $5.7 million and realized loss of $9.7 million.
Credit Facility Covenants Our outstanding credit facilities generally contain customary affirmative and negative covenants, on a subsidiary level, including limitations to: • pay dividends if there is an event of default under our credit facilities; • incur additional indebtedness, including the issuance of guarantees, or refinance or prepay any indebtedness, unless certain conditions exist; • create liens on our assets, unless otherwise permitted under our credit facilities; • change the flag, class or management of our vessels or terminate or materially amend the management agreement relating to each vessel; • acquire new or sell vessels, unless certain conditions exist; • merge or consolidate with, or transfer all, or substantially all, our assets to another person; or • enter into a new line of business.
Credit Facilities Covenants: Our outstanding credit facilities generally contain customary affirmative and negative covenants, on a subsidiary level, including limitations to: · pay dividends if there is an event of default under our credit facilities; · incur additional indebtedness, including the issuance of guarantees, refinance or prepay any indebtedness, unless certain conditions exist; · create liens on our assets, unless otherwise permitted under our credit facilities; · change the flag, class or management of our vessels or terminate or materially amend the management agreement relating to each vessel; · acquire new or sell vessels, unless certain conditions exist; · merge or consolidate with, or transfer all or substantially all our assets to, another person; or · enter into a new line of business.
Available days do not include the Charter-in days as per the relevant definitions provided above. In the calculation of TCE rates, we also include the realized gain/(loss) on FFAs and bunker swaps as we believe that this method better reflects the chartering result of our fleet and is more comparable to the method used by our peers.
Available days do not include the Charter-in days as per the relevant definitions provided above. In the calculation of TCE rates, we also include the realized gain/(loss) on FFAs and bunker swaps as we believe that this method better reflects the chartering result of our fleet and is more comparable to the method used by some of our peers.
We also incur financing costs in connection with establishing those facilities, which are presented as a direct deduction from the carrying amount of the relevant debt liability and amortize them to interest and financing costs over the term of the underlying obligation using the effective interest method.
We also incur financing costs in connection with establishing those facilities, which are presented as a direct deduction from the carrying amount of the relevant debt liability and amortize them to interest and finance costs over the term of the underlying obligation using the effective interest method.
The employment and operation of our vessels require the following main components: • vessel maintenance and repair; • crew selection and training; • vessel spares and stores supply; • contingency response planning; • onboard safety procedures auditing; • accounting; • vessel insurance arrangement; • vessel chartering; • vessel security training and security response plans pursuant to the requirements of the ISPS Code; • obtaining ISM Code certification and audits for each vessel within the six months of taking over a vessel; • vessel hire management; 55 Table of Contents • vessel surveying; and • vessel performance monitoring.
The employment and operation of our vessels require the following main components: · vessel maintenance and repair; · crew selection and training; · vessel spares and stores supply; · contingency response planning; · onboard safety procedures auditing; · accounting; · vessel insurance arrangement; · vessel chartering; · vessel security training and security response plans pursuant to the requirements of the ISPS Code; · obtaining ISM Code certification and audits for each vessel within the six months of taking over a vessel; · vessel hire management; 50 Table of Contents · vessel surveying; and · vessel performance monitoring.
Our estimates are based on information available from various industry sources, including: • reports by industry analysts and data providers that focus on our industry and related dynamics affecting vessel values; • news and industry reports of similar vessel sales; • news and industry reports of sales of vessels that are not similar to our vessels, where we have made certain adjustments in an attempt to derive information that can be used as part of our estimates; • approximate market values for our vessels or similar vessels that we have received from shipbrokers, whether solicited or unsolicited, or that shipbrokers have generally disseminated; • offers that we may have received from potential purchasers of our vessels; and • vessel sale prices and values of which we are aware through both formal and informal communications with ship owners, shipbrokers, industry analysts and various other shipping industry participants and observers.
Our estimates are based on information available from various industry sources, including: · reports by industry analysts and data providers that focus on our industry and related dynamics affecting vessel values; · news and industry reports of similar vessel sales; 65 Table of Contents · news and industry reports of sales of vessels that are not similar to our vessels, where we have made certain adjustments in an attempt to derive information that can be used as part of our estimates; · approximate market values for our vessels or similar vessels that we have received from shipbrokers, whether solicited or unsolicited, or that shipbrokers have generally disseminated; · offers that we may have received from potential purchasers of our vessels; and · vessel sale prices and values of which we are aware through both formal and informal communications with ship owners, shipbrokers, industry analysts and various other shipping industry participants and observers.
In particular, in terms of our estimates for the charter rates for the unfixed period, we consider that the FFA as of December 31, 2024, which is applied in our model for the first three years period, approximates the levels of charter rates at which the Company could fix all of its unfixed vessels currently, should management opt for a fully hedged chartering strategy over the next three years.
In particular, in terms of our estimates for the charter rates for the unfixed period, we consider that the FFA as of December 31, 2025, which is applied in our model for the first three years period, approximates the levels of charter rates at which the Company could fix all of its unfixed vessels currently, should management opt for a fully hedged chartering strategy over the next three years.
Gain on sale of vessels: Our results for the year ended December 31, 2024, include an aggregate net gain of $43.3 million which resulted from the completion of the sale of certain vessels ( Big Fish , Star Glory , Pantagruel, Star Bovarius, Big Bang, Star Iris, Star Dorado, Star Audrey, Star Pyxis, Star Paola, Crowned Eagle, Crested Eagle, Stellar Eagle, Star Triumph, Imperial Eagle, Diva and Star Hydrus ).
Our results for the year ended December 31, 2024, include an aggregate net gain of $43.3 million which resulted from the completion of the sale of vessels ( Big Fish , Star Glory , Pantagruel, Star Bovarius, Big Bang, Star Iris, Star Dorado, Star Audrey, Star Pyxis, Star Paola, Crowned Eagle, Crested Eagle, Stellar Eagle, Star Triumph, Imperial Eagle, Diva and Star Hydrus ).
Our medium- and long-term liquidity requirements are funding the equity portion of our newbuilding vessel installments and secondhand vessel acquisitions, if any, funding required payments under our vessel financing, paying cash dividends when declared and funding share repurchases, when our share price is trading at a significant discount to the estimated net liquidation value of our vessels.
Our medium- and long-term liquidity requirements are funding the equity portion of our newbuilding vessel installments and secondhand vessel acquisitions, if any, funding required payments under our vessel financing and other financing agreements, and paying cash dividends when declared and funding share repurchases, when our share price is trading at a significant discount to the estimated net liquidation value of our vessels.
We refer you to the risk factor entitled “A variety of shipping industry factors, including among our competitors, along with general economic conditions may cause a decline in the market values of our vessels which could limit the amount of funds that we can borrow, cause us to breach certain financial covenants in our credit facilities, result in impairment charges or losses on sale” and the discussion herein under the headings “Critical Accounting Estimates—Impairment of long-lived assets”. 81 Table of Contents
We refer you to the risk factor entitled “A variety of shipping industry factors, including among our competitors, along with general economic conditions may cause a decline in the market values of our vessels which could limit the amount of funds that we can borrow, cause us to breach certain financial covenants in our credit facilities, result in impairment charges or losses on sale” and the discussion herein under the headings “Critical Accounting Estimates—Impairment of long-lived assets”.
Our impairment analysis as of December 31, 2023 and 2024, indicated that the carrying amount of our vessels was recoverable, and therefore concluded that no impairment charge was necessary. Although we believe that the assumptions used to evaluate potential asset impairment are based on historical trends and are reasonable and appropriate, such assumptions are highly subjective.
Our impairment analysis as of December 31, 2024 and 2025, indicated that the carrying amount of our vessels was recoverable, and therefore concluded that no impairment charge was necessary. Although we believe that the assumptions used to evaluate potential asset impairment are based on historical trends and are reasonable and appropriate, such assumptions are highly subjective.
Our short-term liquidity requirements include paying operating costs, funding working capital requirements and the short-term equity portion of the cost of vessel acquisitions, our newbuilding program and vessel upgrades, interest and principal payments on outstanding indebtedness and maintaining cash reserves to strengthen our position against adverse fluctuations in operating cash flows.
Our short-term liquidity requirements include paying operating costs, funding working capital requirements and the short-term equity portion of the cost of vessel acquisitions, if any, our newbuilding program and vessel upgrades, interest and principal payments on short-term outstanding indebtedness and maintaining cash reserves to strengthen our position against adverse fluctuations in operating cash flows.
Furthermore, our credit facilities contain financial covenants requiring us to maintain various financial ratios, including among others: • a minimum percentage of vessel value to loan amount secured (security cover ratio or “SCR”); • a maximum ratio of total liabilities to market value adjusted total assets; • a minimum liquidity; and • a minimum market value adjusted net worth.
Furthermore, our credit facilities contain financial covenants requiring us to maintain various financial ratios, including among others: · a minimum percentage of vessel value to secured loan amount (security cover ratio or “SCR”); · a maximum ratio of total liabilities to market value adjusted total assets; · a minimum liquidity; and · a minimum market value adjusted net worth.
Our audited consolidated income statements, statements of shareholders’ equity and cash flows for the years ended December 31, 2022, 2023 and 2024 and the consolidated balance sheets at December 31, 2023 and 2024, together with the notes thereto, are included in “Item 18. Financial Statements” and should be read in their entirety.
Our audited consolidated income statements, statements of shareholders’ equity and cash flows for the years ended December 31, 2023, 2024 and 2025 and the consolidated balance sheets at December 31, 2024 and 2025, together with the notes thereto, are included in “Item 18. Financial Statements” and should be read in their entirety.
Our method of computing Available Days may not necessarily be comparable to Available Days of other companies due to differences in methods of calculation. • Charter-in days are the total days that we charter-in vessels not owned by us. • Time charter equivalent rate represents the weighted average daily TCE rates of our operating fleet (including owned fleet and fleet under charter-in arrangements) (please refer below for its detailed calculation). • Daily operating expenses : Average daily operating expenses per vessel are calculated by dividing vessel operating expenses by Ownership days. 56 Table of Contents The following table presents selected consolidated financial and other data of Star Bulk for each of the five years in the five-year period ended December 31, 2024.
Our method of computing Available Days may not necessarily be comparable to Available Days of other companies due to differences in methods of calculation. · Charter-in days are the total days that we charter-in vessels not owned by us. · Time charter equivalent rate represents the weighted average daily TCE rates of our operating fleet (including owned fleet and fleet under charter-in arrangements) (please refer below for its detailed calculation). · Daily operating expenses : Average daily operating expenses per vessel are calculated by dividing vessel operating expenses by Ownership days. 51 Table of Contents The following table presents selected consolidated financial and other data of Star Bulk for each of the five years in the five-year period ended December 31, 2025.
Our practice has been to fund the cash portion of the acquisition or construction of dry bulk carriers using a combination of funds from operations and bank debt or lease financing secured by mortgages or title of ownership on our dry bulk carriers held by the relevant lenders, respectively.
Our practice has been to fund the cash portion of the acquisition or construction cost of vessels using a combination of funds from operations and bank debt or lease financing secured by mortgages or title of ownership on our dry bulk carriers held by the relevant lenders, respectively.
Using the framework for estimating future undiscounted net operating cash flows described above, we completed our impairment analysis for the years ended December 31, 2023 and 2024, for those vessels held for use whose carrying values were above their respective market values.
Using the framework for estimating future undiscounted net operating cash flows described above, we completed our impairment analysis for the years ended December 31, 2024 and 2025, for those vessels held for use whose carrying values were above their respective market values.
Gain/(Loss) on debt extinguishment, net: For the year ended December 31, 2024, we incurred a loss on debt extinguishment of $1.1 million which was primarily due to the write-off of deferred finance fees associated with debt prepaid during the year 2024.
For the year ended December 31, 2024, we incurred a loss on debt extinguishment of $1.1 million which was primarily due to the write-off of deferred finance fees associated with debt prepaid during the year 2024.
The table set forth below indicates: (i) the carrying value of each of our vessels as of December 31, 2023 and 2024, and (ii) which of our vessels we believe have a market value below their carrying value.
The table set forth below indicates: (i) the carrying value of each of our vessels as of December 31, 2024 and 2025, and (ii) which of our vessels we believe have a market value below their carrying value.
To minimize such subjectivity, our analysis for the year ended December 31, 2024 also involved sensitivity analysis to the model input we believe is most important, being the historical rates.
To minimize such subjectivity, our analysis for the year ended December 31, 2025 also involved sensitivity analysis to the model input we believe is most important, being the historical rates.
Our FFAs and bunker swaps do not qualify for hedge accounting and therefore unrealized gains or losses are recognized under (Gain)/Loss on forward freight agreements and bunker swaps, net. 61 Table of Contents Gain on sale of vessels Gain on sale of vessels represents net gains from the sale of our vessels concluded during the year.
Our FFAs and bunker swaps do not qualify for hedge accounting and therefore unrealized gains or losses are recognized under (Gain)/Loss on forward freight agreements and bunker swaps, net. (Gain)/Loss on Sale of Vessels (Gain)/Loss on sale of vessels represents net (gains)/losses from the sale of our vessels concluded during the year.
Dry docking expenses can vary according to the age of the vessel and its condition, the location where the dry docking takes place, shipyard availability and the number of days the vessel is under dry dock. We utilize the direct expense method, under which we expense all dry-docking costs as incurred.
Dry docking expenses can vary according to the size, age and general condition of the vessel, the location where the dry docking takes place, shipyard availability and the number of days the vessel is under dry dock. We utilize the direct expense method, under which we expense all dry docking costs as incurred.
Our sensitivity analysis revealed that, to the extent the historical rates would not decline by more than a range of 10% to 80%, depending on the vessel, we would not be required to recognize additional impairment. Our Fleet - Illustrative Comparison of Possible Excess of Carrying Value over Estimated Charter-Free Market Value of Certain Vessels In “Item 5.
Our sensitivity analysis revealed that, to the extent the historical rates would not decline by more than a range of 29% to 46%, depending on the vessel, we would not be required to recognize additional impairment. Our Fleet - Illustrative Comparison of Possible Excess of Carrying Value over Estimated Charter-Free Market Value of Certain Vessels In “Item 5.
The aggregate difference between the carrying value of these vessels and their market value of $4.0 million ($14.8 million in 2023), represents the amount by which we believe we would have to reduce our net income if we sold these vessels in the current environment, on industry standard terms, in cash transactions, and to a willing buyer where we are not under any compulsion to sell, and where the buyer is not under any compulsion to buy.
The aggregate difference between the carrying value of these vessels and their market value of $0.3 million ($4.0 million in 2024), represents the amount by which we believe we would have to reduce our net income if we sold these vessels in the current environment, on industry standard terms, in cash transactions, and to a willing buyer where we are not under any compulsion to sell, and where the buyer is not under any compulsion to buy.
We may also use the proceeds from potential equity or debt offerings to finance future vessel acquisitions. Our business is capital-intensive and its future success will depend on our ability to maintain a high-quality fleet through the acquisition and construction of newer dry bulk carriers and the selective sale of older dry bulk carriers.
We may also use the proceeds from potential equity or debt offerings to finance future vessel acquisitions. Our business is capital-intensive and its future success will depend on our ability to maintain a high-quality fleet through the acquisition and construction of newer vessels and the selective sale of older ones.
The historical results included below and elsewhere in this document are not necessarily indicative of the future performance of Star Bulk. CONSOLIDATED INCOME STATEMENT ( In thousands of U.S.
The historical results included below and elsewhere in this document are not necessarily indicative of the future performance of Star Bulk. 52 Table of Contents CONSOLIDATED INCOME STATEMENT ( In thousands of U.S.
Dollars) Time charter equivalent 11,789 26,978 25,461 15,824 18,392 Vessel operating expenses 4,205 4,560 4,893 4,919 5,209 Time Charter Equivalent Rate (TCE rate) Time charter equivalent rate (the “TCE rate”) represents the weighted average daily TCE rates of our operating fleet (including owned fleet and fleet under charter-in arrangements).
Dollars) Time charter equivalent $ 26,978 $ 25,461 $ 15,824 $ 18,392 $ 15,360 Vessel operating expenses 4,560 4,893 4,919 5,209 5,112 Time Charter Equivalent Rate (TCE rate) Time charter equivalent rate (the “TCE rate”) represents the weighted average daily TCE rates of our operating fleet (including owned fleet and fleet under charter-in arrangements).
Sources of funding for our medium- and long-term liquidity requirements include cash flows from operations, new debt and refinancings or lease financing, equity issuances and vessel sales. Please also refer to Note 15 to our audited consolidated financial statements included in this annual report for further discussion on our contractual commitments as of December 31, 2024.
Sources of funding for our medium- and long-term liquidity requirements include cash flows from operations, new debt and refinancings or lease financings, equity issuances and vessel sales. Please also refer to Note 16 to our audited consolidated financial statements included in this annual report for further discussion on our contractual commitments as of December 31, 2025.
Year ended December 31, 2023 compared to the year ended December 31, 2022 For a discussion of the year ended December 31, 2023 compared to the year ended December 31, 2022, please refer to “Item 5. Operating and Financial Review and Prospects” in our Annual Report on Form 20-F for the year ended December 31, 2023, or our “2023 20-F”.
Year ended December 31, 2024 compared to the year ended December 31, 2023 For a discussion of the year ended December 31, 2024 compared to the year ended December 31, 2023, please refer to “Item 5. Operating and Financial Review and Prospects” in our Annual Report on Form 20-F for the year ended December 31, 2024, or our “2024 20-F”.
These acquisitions and newbuilding contracts will be principally subject to management’s expectation of future market conditions as well as our ability to acquire dry bulk carriers on favorable terms.
These acquisitions and newbuilding contracts will be principally subject to management’s expectation of future market conditions as well as our ability to acquire vessels on favorable terms.
Gain/(Loss) on debt extinguishment The gain or loss arising from the repayment, refinancing, or restructuring of debt before its maturity is recorded under “Gain/(Loss) on Debt Extinguishment.” This may include penalties or premiums paid for early repayment, the write-off of unamortized debt issuance costs, the write-off of cumulative gains on hedging instruments previously recognized in equity following the prepayment of the corresponding loans, and any differences between the carrying value of the debt and the amount paid to settle it.
Gain/(Loss) on Debt Extinguishment, net The gain or loss arising from the repayment, refinancing, or restructuring of debt before its maturity is recorded under “Gain/(Loss) on Debt Extinguishment, net.” This may include penalties or premiums paid for early repayment, the write-off of unamortized debt issuance costs, the write-off of cumulative gains on hedging instruments previously recognized in equity following the prepayment of the corresponding loans, and any differences between the carrying value of the debt and the amount paid to settle it. 58 Table of Contents Foreign Exchange Fluctuations Please see “Item 11.
We define working capital as current assets minus current liabilities, including the current portion of long-term bank loans and lease financing. Our working capital surplus as of December 31, 2024 and 2023 was $259.2 million and $95.0 million, respectively.
We define working capital as current assets minus current liabilities, including the current portion of long-term bank loans and lease financing. Our working capital surplus as of December 31, 2025 and 2024 was $299.7 million and $259.2 million, respectively.
In addition, as of December 31, 2024 and 2023, we were required to maintain minimum liquidity, legally restricted, of $15.8 million and of $34.3 million, respectively, which is included within “Restricted cash” in the 2024 and 2023 balance sheets, respectively.
In addition, as of December 31, 2025 and 2024, we were required to maintain minimum liquidity, legally restricted, of $13.4 million and of $15.8 million, respectively, which is included within “Restricted cash” in the 2025 and 2024 balance sheets, respectively.
Our liquidity is also impacted by our dividend policy (see “Item 8. Financial Information––A. Consolidated statements and other financial information—Dividend Policy”). Cash Flows Cash and cash equivalents as of December 31, 2024 were $425.1 million, compared to $227.5 million as of December 31, 2023.
Our liquidity is also impacted by our dividend policy (see “Item 8. Financial Information––A. Consolidated statements and other financial information—Dividend Policy”). 61 Table of Contents Cash Flows Cash and cash equivalents as of December 31, 2025 were $488.5 million, compared to $425.1 million as of December 31, 2024.
Recent Accounting Pronouncements For recent accounting pronouncements that we have evaluated and determined to have an impact on our consolidated financial statements, see Note 2 to our consolidated financial statements. B.
Recent Accounting Pronouncements For recent accounting pronouncements that we have evaluated and determined to have an impact on our audited consolidated financial statements, see Note 2 to our audited consolidated financial statements. 60 Table of Contents B.
We include TCE rate, a non-GAAP measure, as it provides additional meaningful information in conjunction with voyage revenues, the most directly comparable GAAP measure, and it assists our management in making decisions regarding the deployment and use of our operating vessels and assists investors and our management in evaluating our financial performance. 59 Table of Contents The following table reflects the calculation and reconciliation of TCE rate to voyage revenues as reflected in the consolidated income statement: Year ended December 31, 2022 Year ended December 31, 2023 Year ended December 31, 2024 Voyage revenues $ 1,437,156 $ 949,269 $ 1,265,458 Less: Voyage expenses (286,534) (253,843) (266,225) Charter-in hire expenses (21,020) (17,656) (58,003) Realized gain/(loss) on FFAs/bunker swaps (4,034) 8,326 (9,704) Amortization of fair value of below/above market acquired time charter agreements - - - Total $ 1,125,568 $ 686,096 $ 931,526 Available days 44,207 43,357 50,649 Daily Time Charter Equivalent Rate (“TCE”) $ 25,461 $ 15,824 $ 18,392 Voyage Revenues Voyage revenues are driven primarily by the number of vessels in our operating fleet, the duration of our charters, the number of charter in days, the amount of daily charter hire or freight rates that our vessels earn under time and voyage charters, respectively, which, in turn, are affected by a number of factors, including our decisions relating to vessel acquisitions and disposals, the number of vessels chartered-in, the amount of time that we spend positioning our vessels, the amount of time that our vessels spend in dry dock undergoing repairs, maintenance and upgrade work, the age, condition and specifications of our vessels and levels of supply and demand in the seaborne transportation market.
We include TCE rate, a non-GAAP measure, as it provides additional meaningful information in conjunction with voyage revenues, the most directly comparable GAAP measure, and it assists our management in making decisions regarding the deployment and use of our operating vessels and assists investors and our management in evaluating our financial performance. 55 Table of Contents The following table reflects the calculation and reconciliation of TCE rate to voyage revenues as reflected in the consolidated income statement: Year ended December 31, 2023 Year ended December 31, 2024 Year ended December 31, 2025 Voyage revenues $ 949,269 $ 1,265,458 $ 1,042,499 Less: Voyage expenses (253,843) (266,225) (215,015) Charter-in hire expenses (17,656) (58,003) (63,466) Realized gain/(loss) on FFAs/bunker swaps 8,326 (9,704) 4,455 Total $ 686,096 $ 931,526 $ 768,473 Available days 43,357 50,649 50,031 Daily Time Charter Equivalent Rate (“TCE”) $ 15,824 $ 18,392 $ 15,360 Voyage Revenues Voyage revenues are driven primarily by the number of vessels in our operating fleet, the duration of our charters, the number of charter-in days, the amount of daily charter hire or freight rates that our vessels earn under time and voyage charters, respectively, which, in turn, are affected by a number of factors, including our decisions relating to vessel acquisitions and disposals, the number of vessels chartered-in, the amount of time that we spend positioning our vessels, the amount of time that our vessels spend in dry dock undergoing repairs, maintenance and upgrade work, the age, condition and specifications of our vessels and levels of supply and demand in the seaborne transportation market.
Year ended December 31, 2024 compared to the year ended December 31, 2023 Net Cash Provided By / (Used In) Operating Activities Net cash provided by operating activities for the twelve months ended December 31, 2024 and 2023 was $471.2 million and $335.8 million, respectively.
Year ended December 31, 2025 compared to the year ended December 31, 2024 Net Cash Provided By / (Used In) Operating Activities Net cash provided by operating activities for the twelve months ended December 31, 2025 and 2024 was $295.9 million and $471.2 million, respectively.
Depreciation We depreciate our vessels on a straight-line basis over their estimated useful lives, which is determined to be 25 years from the date of their initial delivery from the shipyard. Depreciation is calculated based on a vessel’s cost less the estimated residual value.
Depreciation We depreciate our vessels on a straight-line basis over their estimated useful lives, which is determined to be 25 years from the date of their initial delivery from the shipyard. Depreciation is calculated based on a vessel’s cost less the estimated residual value. We estimate the salvage value of each vessel to be $400 per light weight ton.
Dollars, except per share and share data ) 2020 2021 2022 2023 2024 Voyage revenues $ 693,241 $ 1,427,423 $ 1,437,156 $ 949,269 $ 1,265,458 Voyage expenses 200,058 226,111 286,534 253,843 266,225 Charter-in hire expenses 32,055 14,565 21,020 17,656 58,003 Vessel operating expenses 178,543 208,661 228,616 221,327 274,991 Dry docking expenses 23,519 30,986 47,718 41,969 62,728 Depreciation 142,293 152,640 156,733 138,429 164,055 Management fees 18,405 19,489 19,071 16,809 18,956 General and administrative expenses 31,881 39,500 56,826 54,413 70,778 Loss on bad debt 373 629 677 300 308 (Gain)/ Loss on forward freight agreements and bunker swaps, net (16,156) (3,564) 1,451 1,336 4,033 Impairment loss - - - 17,838 1,800 Loss on write-down of inventory - - 17,326 9,318 6,286 Other operational loss 1,513 2,214 2,380 952 2,326 Other operational gain (3,231) (2,110) (8,794) (33,980) (4,740) (Gain)/Loss on time charter agreement termination - (1,102) - - - (Gain) / Loss on sale of vessels - - - (29,399) (43,287) 609,253 688,019 829,558 710,811 882,462 Operating income / (loss) 83,988 739,404 607,598 238,458 382,996 Interest and finance costs (69,555) (56,036) (52,578) (71,319) (91,827) Interest income and other income / (loss) 267 315 7,050 15,228 16,378 Gain / (loss) on derivative financial instruments, net - - - (3,539) (1,861) Gain / (loss) on debt extinguishment, net (4,924) (3,257) 4,064 (5,149) (1,144) Total other expenses, net (74,212) (58,978) (41,464) (64,779) (78,454) Income before taxes and equity in income/ (loss) of investee $ 9,776 $ 680,426 $ 566,134 $ 173,679 $ 304,542 Income tax (expense)/ refund (152) (16) (244) (183) 116 Income / (Loss) before equity in income/ (loss) of investee 9,624 680,410 565,890 173,496 304,658 Equity in income/ (loss) of investee 36 120 109 60 (4) Net income / (loss) 9,660 680,530 565,999 173,556 304,654 Earnings / (loss) per share, basic $ 0.10 $ 6.73 $ 5.54 $ 1.76 $ 2.85 Earnings / (loss) per share, diluted 0.10 6.71 5.52 1.75 2.80 Weighted average number of shares outstanding, basic 96,128,173 101,183,829 102,153,255 98,457,929 106,883,330 Weighted average number of shares outstanding, diluted 96,281,389 101,479,072 102,536,966 98,928,011 108,702,988 57 Table of Contents SELECTED CONSOLIDATED BALANCE SHEET DATA AND OTHER FINANCIAL DATA 2020 2021 2022 2023 2024 Cash and cash equivalents $ 183,211 $ 450,285 $ 269,754 $ 227,481 $ 425,066 Current Assets 307,411 682,924 502,092 454,397 658,973 Vessels and other fixed assets, net 2,877,119 3,013,038 2,881,551 2,539,743 3,208,357 Advances for vessels under construction - - - - 27,526 Total assets 3,191,793 3,754,719 3,433,624 3,028,255 4,086,378 Current liabilities (including current portion of long-term bank loans and short-term lease financing) 266,432 290,796 282,555 359,363 399,812 Total long-term bank loans including long term lease financing, excluding current portion, net of unamortized loan and lease issuance costs 1,321,116 1,334,593 1,103,233 985,247 1,047,659 8.30% 2022 Notes, net of unamortized notes issuance costs 49,232 - - - - Common shares 971 1,023 1,029 840 1,142 Total Shareholders’ equity 1,549,527 2,080,018 2,019,342 1,660,070 2,481,775 Total liabilities and shareholders’ equity $ 3,191,793 $ 3,754,719 $ 3,433,624 $ 3,028,255 $ 4,086,378 58 Table of Contents OTHER FINANCIAL DATA Dividends declared ($0.05, $2.25, $6.50, $1.57 and $2.50) 4,804 230,473 668,464 158,052 277,008 Net cash provided by/(used in) operating activities 170,552 767,071 769,898 335,777 471,154 Net cash provided by/(used in) investing activities (66,334) (121,263) (20,872) 235,518 356,178 Net cash provided by/(used in) financing activities (34,949) (368,068) (935,953) (595,889) (648,202) FLEET DATA Average number of vessels 116.0 125.4 128.0 123.3 144.3 Total ownership days for fleet 42,456 45,759 46,720 44,999 52,796 Total available days for fleet 40,274 44,059 44,207 43,357 50,649 Charter-in days for fleet 1,414 571 913 756 2,974 AVERAGE DAILY RESULTS (In U.S.
Dollars, except per share and share data ) 2021 2022 2023 2024 2025 Voyage revenues $ 1,427,423 $ 1,437,156 $ 949,269 $ 1,265,458 $ 1,042,499 Voyage expenses 226,111 286,534 253,843 266,225 215,015 Charter-in hire expenses 14,565 21,020 17,656 58,003 63,466 Vessel operating expenses 208,661 228,616 221,327 274,991 269,163 Dry docking expenses 30,986 47,718 41,969 62,728 92,201 Depreciation 152,640 156,733 138,429 164,055 168,277 Management fees 19,489 19,071 16,809 18,956 23,180 General and administrative expenses 39,500 56,826 54,413 70,778 70,542 Loss on bad debt 629 677 300 308 — (Gain)/ Loss on forward freight agreements and bunker swaps, net (3,564) 1,451 1,336 4,033 (4,944) Impairment loss — — 17,838 1,800 — Loss on write-down of inventory - 17,326 9,318 6,286 — Other operational loss 2,214 2,380 952 2,326 5,421 Other operational gain (2,110) (8,794) (33,980) (4,740) (15,005) (Gain)/Loss on time charter agreement termination (1,102) — — — — (Gain) / Loss on sale of vessels - - (29,399) (43,287) 18,313 688,019 829,558 710,811 882,462 905,629 Operating income / (loss) 739,404 607,598 238,458 382,996 136,870 Interest and finance costs (56,036) (52,578) (71,319) (91,827) (71,225) Interest income and other income / (loss) 315 7,050 15,228 16,378 18,887 Gain / (loss) on derivative financial instruments, net - - (3,539) (1,861) 980 Gain / (loss) on debt extinguishment, net (3,257) 4,064 (5,149) (1,144) (431) Total other expenses, net (58,978) (41,464) (64,779) (78,454) (51,789) Income before taxes and equity in income/ (loss) of investee $ 680,426 $ 566,134 $ 173,679 $ 304,542 $ 85,081 Income tax (expense)/ refund (16) (244) (183) 116 — Income / (Loss) before equity in income/ (loss) of investee 680,410 565,890 173,496 304,658 85,081 Equity in income/ (loss) of investee 120 109 60 (4) (907) Net income / (loss) 680,530 565,999 173,556 304,654 84,174 Earnings / (loss) per share, basic $ 6.73 $ 5.54 $ 1.76 $ 2.85 $ 0.73 Earnings / (loss) per share, diluted 6.71 5.52 1.75 2.80 0.73 Weighted average number of shares outstanding, basic 101,183,829 102,153,255 98,457,929 106,883,330 115,002,721 Weighted average number of shares outstanding, diluted 101,479,072 102,536,966 98,928,011 108,702,988 115,420,379 53 Table of Contents SELECTED CONSOLIDATED BALANCE SHEET DATA AND OTHER FINANCIAL DATA 2021 2022 2023 2024 2025 Cash and cash equivalents $ 450,285 $ 269,754 $ 227,481 $ 425,066 $ 488,511 Current Assets 682,924 502,092 454,397 658,973 683,345 Vessels and other fixed assets, net 3,013,038 2,881,551 2,539,743 3,208,357 2,874,947 Advances for vessels under construction — — — 27,526 87,277 Total assets 3,754,719 3,433,624 3,028,255 4,086,378 3,805,385 Current liabilities (including current portion of long-term bank loans and short-term lease financing) 290,796 282,555 359,363 399,812 383,677 Total long-term bank loans including long term lease financing, excluding current portion, net of unamortized loan and lease issuance costs 1,334,593 1,103,233 985,247 1,047,659 843,360 Common shares 1,023 1,029 840 1,142 1,134 Total Shareholders’ equity 2,080,018 2,019,342 1,660,070 2,481,775 2,449,263 Total liabilities and shareholders’ equity $ 3,754,719 $ 3,433,624 $ 3,028,255 $ 4,086,378 $ 3,805,385 2021 2022 2023 2024 2025 Dividends declared ($2.25, $6.50, $1.57, $2.50 and $0.30) 230,473 668,464 158,052 277,008 34,375 Net cash provided by/(used in) operating activities 767,071 769,898 335,777 471,154 295,936 Net cash provided by/(used in) investing activities (121,263) (20,872) 235,518 356,178 101,155 Net cash provided by/(used in) financing activities (368,068) (935,953) (595,889) (648,202) (336,037) 54 Table of Contents FLEET DATA 2021 2022 2023 2024 2025 Average number of vessels 125.4 128.0 123.3 144.3 144.3 Total ownership days for fleet 45,759 46,720 44,999 52,796 52,654 Total available days for fleet 44,059 44,207 43,357 50,649 50,031 Charter-in days for fleet 571 913 756 2,974 3,841 AVERAGE DAILY RESULTS (In U.S.
Interest Income We earn interest income on our cash deposits with our lenders and other financial institutions. Gain/(Loss) on Derivative Financial Instruments, net We enter into interest rate swap transactions to manage interest costs and risks associated with changing interest rates with respect to our variable interest loans and credit facilities.
Gain/(Loss) on Derivative Financial Instruments, net We may enter into interest rate swap transactions to manage interest costs and risks associated with changing interest rates with respect to our variable interest loans and credit facilities.
Voyage expenses are incurred for our owned and chartered-in vessels during voyage charters or when the vessel is unemployed. Bunker expenses, port and canal charges primarily increase in periods during which vessel are employed on voyage charters because these expenses are paid by the owners.
Voyage expenses are incurred for our owned and chartered-in vessels during voyage charters or when the vessel is unemployed. Bunker expenses, port and canal charges primarily increase in periods during which vessels are employed on voyage charters because these expenses are paid by the owners (whereas these expenses would otherwise be paid by the charterer under a time charter contract).
Our principal uses of funds have been capital expenditures to establish, grow our fleet, maintain the quality of our dry bulk carriers and comply with international shipping standards, environmental laws and regulations, fund working capital requirements, make principal and interest payments on outstanding indebtedness and make dividend payments when approved by the Board of Directors.
Our principal uses of funds have been capital expenditures to establish and grow our fleet, maintain the quality of our dry bulk carriers and comply with international shipping standards, environmental laws and regulations, fund working capital requirements, make principal and interest payments on outstanding indebtedness, make dividend payments when approved by the Board of Directors and fund share repurchases when our share price is trading at a significant discount to the estimated net liquidation value of our vessels.
(5) Total of $3,208 represents carrying values of 151 operating vessels as of December 31, 2024. * Indicates dry bulk carrier vessels for which we believe, as of December 31, 2024, the basic charter-free market value is lower than the vessel’s carrying value. ** Indicates dry bulk carrier vessels for which we believe, as of December 31, 2023, the basic charter-free market value is lower than the vessel’s carrying value.
(4) Total of $2,873 represents carrying values of 136 operating vessels as of December 31, 2025. * Indicates dry bulk carrier vessels for which we believe, as of December 31, 2025, the basic charter-free market value is lower than the vessel’s carrying value. ** Indicates dry bulk carrier vessels for which we believe, as of December 31, 2024, the basic charter-free market value is lower than the vessel’s carrying value.
For purposes of this calculation, we have assumed that the vessels would be sold at a price that reflects our estimate of their charter-free market values as of December 31, 2024.
For purposes of this calculation, we have assumed that the vessels would be sold at a price that reflects our estimate of their charter-free market values as of December 31, 2025. However, we are not holding our vessels for sale, unless expressly stated.
However, we are not holding our vessels for sale, unless expressly stated. 75 Table of Contents Our estimates of charter-free market value assume that our vessels are all in good and seaworthy condition without need for repair and if inspected would be certified in class without notations of any kind.
Our estimates of charter-free market value assume that our vessels are all in good and seaworthy condition without need for repair and if inspected would be certified in class without notations of any kind.
Vessel operating expenses: For the years ended December 31, 2024 and 2023, vessel operating expenses were $275.0 million and $221.3 million, respectively.
Vessel operating expenses: For the years ended December 31, 2025 and 2024, vessel operating expenses were $269.2 million and $275.0 million, respectively.
(Gain)/Loss on Forward Freight Agreements and Bunker Swaps, net When deemed appropriate from a risk management perspective, we take positions in freight derivatives, including FFAs and freight options with an objective to utilize those instruments as economic hedges to reduce the risk on specific vessels trading in the spot market and to take advantage of short term fluctuations in the market prices.
Other Operational Loss and Other Operational Gain Other operational loss and other operational gain include loss and gain, respectively, from all other operating activities which are not related to the principal activities of the Company, such as loss/gain from insurance claims. 57 Table of Contents (Gain)/Loss on Forward Freight Agreements and Bunker Swaps, net When deemed appropriate from a risk management perspective, we take positions in freight derivatives, including FFAs and freight options with an objective to utilize those instruments as economic hedges to reduce the risk on specific vessels trading in the spot market and to take advantage of short-term fluctuations in the market prices.
Charter-in hire expenses increased to $58.0 million for the year ended December 31, 2024 from $17.7 million for the year ended December 31, 2023, mainly due to the increase in charter-in days to 2,974 in the year 2024 from 756 in the year 2023.
Charter-in hire expenses: Charter-in hire expenses increased to $63.5 million for the year ended December 31, 2025 from $58.0 million for the year ended December 31, 2024, mainly due to the increase in charter-in days to 3,841 in the year 2025 from 2,974 in the year 2024.
For the year ended December 31, 2023, we incurred a net loss on forward freight agreements and bunker swaps of $1.3 million, consisting of unrealized loss of $9.6 million and realized gain of $8.3 million.
(Gain)/Loss on forward freight agreements and bunker swaps, net: For the year ended December 31, 2025, we incurred a net gain on FFAs and bunker swaps of $4.9 million, consisting of unrealized gain of $0.5 million and realized gain of $4.4 million.
These estimates are also consistent with the plans and forecasts used by the management to conduct our business. 74 Table of Contents The future undiscounted net operating cash flows are determined by considering the charter revenues from existing time charters for the fixed vessel days and an estimated daily time charter equivalent rate for the unfixed days over the estimated remaining economic life of each vessel, net of brokerage and address commissions.
The future undiscounted net operating cash flows are determined by considering the charter revenues from existing time charters for the fixed vessel days and an estimated daily time charter equivalent rate for the unfixed days over the estimated remaining economic life of each vessel, net of brokerage and address commissions.
Gain/(Loss) on derivative financial instruments, net: Gain/(Loss) on derivative financial instruments, net for the year ended December 31, 2024 mainly included a loss of $2.0 million associated with interest rate swaps that no longer meet the hedging relationship criteria.
Gain/(Loss) on derivative financial instruments, net: Gain/(Loss) on derivative financial instruments, net for the year ended December 31, 2025 mainly included a gain of $1.0 million associated with interest rate swaps that do not meet the hedging relationship criteria. The relevant amount for the year ended December 31, 2024 was equal to a loss of $1.9 million.
Foreign Exchange Fluctuations Please see “Item 11. Quantitative and Qualitative Disclosures about Market Risk.” Year ended December 31, 2024 compared to the year ended December 31, 2023 Voyage revenues and related direct expenses: Voyage revenues for the year ended December 31, 2024 increased to $1,265.5 million from $949.3 million for the year ended December 31, 2023.
Quantitative and Qualitative Disclosures about Market Risk.” Year ended December 31, 2025 compared to the year ended December 31, 2024 Voyage revenues and related direct expenses : Voyage revenues for the year ended December 31, 2025 decreased to $1,042.5 million from $1,265.5 million for the year ended December 31, 2024.
As of December 31, 2024, and 2023, we were required to maintain minimum liquidity, not legally restricted, of $75.5 million and $58.0 million, respectively, which is included within “Cash and cash equivalents” in the 2024 and 2023 balance sheets, respectively.
As of December 31, 2025, and 2024, we were required to maintain minimum liquidity, not legally restricted, of $68.0 million and $75.5 million, respectively, which is included within “Cash and cash equivalents” in the 2025 and 2024 balance sheets, respectively. The respective decrease is driven from the lower number of vessels in our fleet at year-end 2025 compared to 2024.
Net Cash Provided By / (Used In) Financing Activities Net cash used in financing activities for the year ended December 31, 2024 and 2023 was $648.2 million and $595.9 million, respectively.
Net Cash Provided By / (Used In) Investing Activities Net cash provided by investing activities for the year ended December 31, 2025 was $101.2 million, and net cash provided by investing activities for the year ended December 31, 2024 was $356.2 million.
As of December 31, 2024, we have 6 out of our 151 operating vessels (9 out of 116 of our operating vessels (including one vessel held for sale) as of December 31, 2023) that we believe have a market value below their carrying value.
As of December 31, 2025, we have 2 out of our 136 operating vessels (6 out of 151 of our operating vessels as of December 31, 2024) that we believe have a market value below their carrying value.
The increase in dry docking expenses was due to a combination of the higher number of vessels and the larger size of vessels that underwent dry docking during the year ended December 31, 2024, compared to corresponding period in 2023. Depreciation: For the years ended December 31, 2024 and 2023, depreciation expense increased to $164.1 million from $138.4 million.
The increase was primarily due to a higher number of vessels completing their periodic dry docking surveys during the year ended December 31, 2025, with 52 vessels compared to 38 vessels in the corresponding period in 2024. Depreciation: For the years ended December 31, 2025 and 2024, depreciation expense increased to $168.3 million from $164.1 million.
The TCE rate for the year ended December 31, 2024 was $18,392 compared to $15,824 for the year ended December 31, 2023, which is indicative of the stronger market conditions that prevailed during the year compared to the preceding year. 62 Table of Contents Loss on write-down of inventory: Our results for the year ended December 31, 2024 include a loss on write-down of inventories of $6.3 million compared to a loss of $9.3 million included in our results for the year ended December 31, 2023, in connection with the valuation of the bunkers remaining on board our vessels, as a result of the bunkers’ lower net realizable value compared to their historical cost.
Loss on write-down of inventory: Our results for the year ended December 31, 2025 include a loss on write-down of inventories of nil compared to a loss of $6.3 million included in our results for the year ended December 31, 2024, in connection with the revaluation of the bunkers remaining on board our vessels, as a result of the bunkers’ lower net realizable value compared to their historical cost.
Vessel Operating Expenses Vessel operating expenses include crew wages and related costs, the cost of insurance and vessel registry, expenses relating to repairs and maintenance, the cost of spares and consumable stores, tonnage taxes, regulatory fees, maintenance expenses, lubricants and other miscellaneous expenses.
Charter-in Hire Expenses Charter-in hire expenses represent hire expenses for chartering-in third party vessels, either under time charters or voyage charters. 56 Table of Contents Vessel Operating Expenses Vessel operating expenses include crew wages and related costs, the cost of insurance and vessel registry, expenses relating to repairs and maintenance, the cost of spares and consumable stores, tonnage taxes, regulatory fees, maintenance expenses, lubricants and other miscellaneous expenses.
Year ended December 31, 2023 compared to the year ended December 31, 2022 For a discussion of the year ended December 31, 2023 compared to the year ended December 31, 2022, please refer to “Item 5. Operating and Financial Review and Prospects” in our 2023 20-F.
Year ended December 31, 2024 compared to the year ended December 31, 2023 For a discussion of the year ended December 31, 2024 compared to the year ended December 31, 2023, please refer to “Item 5.
General and Administrative Expenses We incur general and administrative expenses, including our onshore personnel related expenses, directors’ and executives’ compensation, share based compensation, legal, consulting, audit and accounting expenses.
Management Fees Management fees include fees paid to third parties as well as related parties providing certain procurement services to our fleet. General and Administrative Expenses We incur general and administrative expenses, including our onshore personnel related expenses, directors’ and executives’ compensation, share based compensation, legal, consulting, audit and accounting expenses.
Impairment loss: During the year ended December 31, 2024, an impairment loss of $1.8 million was incurred, related to the vessel Bittern , which was actively marketed before year-end and agreed to be sold in February 2025.
During the year ended December 31, 2024, an impairment loss of $1.8 million was incurred, related to the vessel Bittern , which was actively marketed before year-end and agreed to be sold in February 2025. 59 Table of Contents General and administrative expenses and Management fees: General and administrative expenses for the years ended December 31, 2025 and 2024 remained relatively stable at $70.5 million and $70.8 million, respectively, which included share-based compensation of $17.8 million and $18.3 million, respectively.
(2) Vessel was actively marketed as of December 31, 2024, as further described in Note 5 of our audited consolidated financial statements. (3) Vessel sold and delivered to her new owners during the year ended December 31, 2024, as further described in Note 5 of our audited consolidated financial statements.
(2) Vessel agreed to be sold as of December 31, 2025 and delivered to her new owners during the first quarter of 2026, as further described in Note 6 of our audited consolidated financial statements. (3) Total of $3,208 represents carrying values of 151 operating vessels as of December 31, 2024.
The increase was mainly attributable to a) the increased vessel sale proceeds of $303.2 million in the year ended December 31, 2024 compared to the $251.0 million received in connection with vessel sale proceeds of certain vessels and insurance proceeds related to Star Pavlina ’s constructive total loss in 2023 and b) the $104.3 million in cash received in connection with the Eagle Merger during the year ended December 31, 2024, partially offset by the greater amount of cash paid in the year ended December 31, 2024 of $55.1 million compared to $18.1 million in 2023 in connection with the advances for vessels under construction and vessel upgrades and other fixed assets.
The decrease was mainly attributable to a) the decreased vessel sale proceeds of $174.4 million in the year ended December 31, 2025 compared to the $303.2 million in 2024, b) the $104.3 million in cash received in connection with the Eagle Merger during the year ended December 31, 2024, c) the increased amount of cash paid in connection with the advances for vessels under construction and vessel upgrades of $84.0 million in the year ended December 31, 2025 compared to $55.1 million in 2024, and d) the cash paid regarding investments in debt securities during the year ended December 31, 2025 equal to $1.4 million offset by an increase in hull and machinery proceeds received of $12.2 million during the year ended December 31, 2025 as compared to $3.7 million for the corresponding period in 2024 .
In assessing expected future cash outflows, management forecasts vessel operating expenses, which are based on our internal budget for the first annual period, and thereafter assume an annual inflation rate of up to 2.5% (escalating to such level during the first three-year period and capped at the thirteenth year thereafter), management fees and vessel expected maintenance costs (for dry docking and special surveys).
In addition, in light of our investment in EGCS, an estimate of an additional daily revenue for each scrubber-fitted vessel was also included, reflecting additional compensation from charterers due to the fuel cost savings that these vessels provide. 64 Table of Contents In assessing expected future cash outflows, management forecasts vessel operating expenses, which are based on our internal budget for the first annual period, and thereafter assume an annual inflation rate of up to 2.4% (escalating to such level during the first three-year period and capped at the tenth year thereafter), management fees and vessel expected maintenance costs (for dry docking and special surveys), as well as expected costs for the installations of ESD and other upgrades, where applicable.
ESUN $130.0 million Facility In October 2024, we entered into a committed term sheet with E.SUN for a loan amount of up to $130.0 million (the “ESUN $130.0 million Facility”) for the post-delivery financing of the five Kamsarmax vessels currently under construction.
Furthermore, in April 2025, we entered into the ESUN $130.0 million Facility, for the post-delivery financing of five of our Kamsarmax vessels currently under construction.
The increase is attributable to the increase in the average number of vessels in our fleet, to 144.3 vessels in the year ended December 31, 2024 from 123.3 vessels in the corresponding period in 2023 as a result of the Eagle Merger.
The increase is attributable to the higher average book value of vessels during the year ended December 31, 2025, primarily resulting from the acquisition of the Eagle fleet, compared to the year ended December 31, 2024, although the average number of vessels in our fleet remained the same (144.3) during both periods.
Risk Factors” of $28.2 million, b) daily detention compensation for Star Pavlina pursuant to its war risk insurance policy of $2.7 million in aggregate and c) other gains from insurance claims relating to other vessels of $3.1 million in aggregate. 63 Table of Contents Interest and finance costs net of interest income and other income/(loss): Interest and finance costs net of interest income and other income/(loss) for the years ended December 31, 2024 and 2023 were $75.4 million and $56.1 million, respectively.
Other operational gain for the year ended December 31, 2024 of $4.7 million mainly related to gains from insurance claims. Interest and finance costs net of interest income and other income/(loss): Interest and finance costs net of interest income and other income/(loss) for the years ended December 31, 2025 and 2024 were $52.3 million and $75.4 million, respectively.
As of the date of this annual report, cumulative gross proceeds under our At-the-Market offering programs were $33.6 million. C. Research and Development, Patents and Licenses Not Applicable. D. Trend Information Please see “Item 4. Information on the Company––B. Business Overview, “Item 5. Operating and Financial Review and Prospects––A.
For a description of all of our Bareboat Lease Agreements, see Note 8 (Lease financing), to our consolidated financial statements included herein for more information. C. Research and Development, Patents and Licenses Not Applicable. 63 Table of Contents D. Trend Information Please see “Item 4. Information on the Company––B. Business Overview, “Item 5. Operating and Financial Review and Prospects––A.
As we obtain information from various industry and other sources, our estimates of charter-free market value are inherently uncertain.
As we obtain information from various industry and other sources, our estimates of charter-free market value are inherently uncertain. In addition, vessel values are highly volatile; as such, our estimates may not be indicative of the current or future charter-free market value of our vessels or prices that we could achieve if we were to sell them.
We also have an obligation to purchase the vessel at the expiration of the bareboat term. 73 Table of Contents Our bareboat lease agreements contain financial covenants similar to those included in our credit facilities described above.
As of December 31, 2025, we were in compliance with the applicable financial and other covenants contained in our debt agreements. Bareboat Lease Agreements Our bareboat lease agreements contain financial covenants similar to those included in our credit facilities, as described above.
As of February 17, 2025, cumulative gross proceeds under our At-the-Market offering programs were $33.6 million. Finally, following the completion of the refinancing and the prepayments described below under “Senior Secured Credit Facilities,” we have 13 unencumbered vessels, which may be used to secure additional financing if needed to enhance our liquidity.
Finally, following the completion of the refinancing and the prepayments described in Note 22 to our audited consolidated financial statements included in this annual report we have 27 unencumbered vessels, which may be used to secure additional financing if needed to enhance our liquidity.
For the year ended December 31, 2023, we incurred a net loss on debt extinguishment of $5.1 million which was primarily due to the write-off of deferred finance fees and prepayment fees associated with debt prepaid during the year 2023 of $5.8 million, which was partially offset by the $0.7 million write-off of cumulative gain on the hedging instrument previously recognized in equity, following the prepayment of the corresponding loans.
Gain/(Loss) on debt extinguishment, net: For the year ended December 31, 2025, we incurred a loss on debt extinguishment of $0.4 million consisting mainly of a $1.1 million write-off of unamortized debt issuance costs and a gain of $0.8 million related to early termination of interest rate swap agreements associated with debt prepaid during the year 2025.
Dry docking expenses : Dry docking expenses for the years ended December 31, 2024 and December 31, 2023, were $62.7 million and $42.0 million, respectively. During the year ended December 31, 2024, 38 vessels completed their periodic dry docking surveys compared to 32 vessels in the corresponding period in 2023.
These decreases were partially offset by an increase in pre-delivery expenses of $2.0 million related to the change of management of certain vessels. Dry docking expenses : Dry docking expenses for the years ended December 31, 2025 and 2024, were $92.2 million and $62.7 million, respectively.
Our results for the year ended December 31, 2023, include an aggregate net gain of $29.4 million which resulted from the completion of the sale of certain vessels ( Star Centaurus, Star Columba, Star Aquila, Star Cepheus, Star Hercules, Star Zeta, Star Athena, Star Theta and Star Jennifer ).
(Gain)/loss on sale of vessels: Our results for the year ended December 31, 2025, include an aggregate net loss of $18.3 million which resulted from the completion of the sale of vessels ( Star Omicron, Strange Attractor, Bittern, Puffin Bulker, Oriole, Star Canary, Star Petrel, Star Georgia, Star Nighthawk, Star Runner, Star Danai, Star Goal, Star Sandpiper, Star Emily and Star Owl ).
The increase in voyage revenues and voyage expenses was mainly driven by the increase in the average number of vessels in our fleet to 144.3 for the year ended December 31, 2024 from 123.3 for the year ended December 31, 2023, as a result of the Eagle Merger, which led to an increase in available days to 50,649 in the year ended December 31, 2024 compared to 43,357 in the year ended December 31, 2023.
The decrease in voyage revenues, although the average number of vessels in our fleet remained the same (144.3) during the relevant periods, was primarily attributable to the decline in charter rates. As a result, TCE rate for the year ended December 31, 2025 decreased to $15,360 compared to $18,392 for the year ended December 31, 2024.
Furthermore, in February 2025, we entered into the E.SUN $130.0 million Facility, as described below under “Senior Secured Credit Facilities”, for the post-delivery financing of the five Kamsarmax vessels currently under construction. In addition, we may sell and issue shares under our two effective At-the-Market offering programs of up to $150.0 million at any time and from time to time.
During 2025, we entered into five new senior secured credit facilities, the proceeds of which were generally used to refinance existing indebtedness and to finance working capital requirements, and into one new senior secured credit facility, the ESUN $130.0 million Facility, for the post-delivery financing of five of our Kamsarmax vessels currently under construction.
Removed
Charter-in Hire Expenses Charter-in hire expenses represent hire expenses for chartering-in third and related party vessels, either under time charters or voyage charters.
Added
Interest Income and Other Income/(Loss) We earn interest income on our cash deposits with our lenders and other financial institutions. Other income/(loss) mainly consists of gains/(losses) from realized and unrealized foreign exchange differences.
Removed
We estimate the salvage value of each vessel to be $400 per light weight ton. 60 Table of Contents Management Fees Management fees include fees paid to third parties as well as related parties providing certain procurement services to our fleet.

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Biggest changeDuring the years 2022, 2023, 2024 and up to February 17, 2025, pursuant to the Equity Incentive Plans, we have granted to certain directors and officers the following securities: • On April 11, 2022, 535,005 restricted shares of common shares were granted to certain of the Company’s directors and officers of which 359,305 restricted common shares vested in October 2022, 87,850 restricted common shares vested in April 2023 and the remaining 87,850 restricted common shares vest in April 2025. • On May 16, 2023, 416,500 restricted shares of common shares were granted to certain of the Company’s directors and officers of which 279,500 restricted common shares vested in November 2023, 68,500 restricted common shares vested in May 2024 and the remaining 68,500 restricted common shares vest in May 2026. 87 Table of Contents • On May 28, 2024, 355,012 restricted common shares were granted to certain directors and officers, of which 237,012 restricted common shares vested in November 2024, 59,000 restricted common shares vest in May 2025 and the remaining 59,000 common shares vest in May 2027. • As of the date of this annual report, 74,877 common shares are available under the Equity Incentive Plans.
Biggest changeDuring the years 2023, 2024, 2025 and up to February 25, 2026, pursuant to the Equity Incentive Plans, we have granted to certain directors and officers the following securities: · On May 16, 2023, 416,500 restricted shares of common shares were granted to certain of the Company’s directors and officers of which 279,500 restricted common shares vested in November 2023, 68,500 restricted common shares vested in May 2024 and the remaining 68,500 restricted common shares vest in May 2026. · On May 28, 2024, 355,012 restricted common shares were granted to certain directors and officers, of which 237,012 restricted common shares vested in November 2024, 59,000 restricted common shares vest in May 2025 and the remaining 59,000 common shares vest in May 2027. · On May 7, 2025, 1,245,000 restricted common shares were granted to certain directors and officers, of which 717,450 restricted common shares vested in November 2025, 403,947 restricted common shares vest in May 2026 and the remaining 123,603 common shares vest in May 2028. · As of the date of this annual report, 74,877 common shares are available under the Equity Incentive Plans. 76 Table of Contents On June 7, 2021, our Board of Directors amended an incentive program that had been previously announced in January 2019 (the “Performance Incentive Program”) which provides for the issuance of shares pursuant to performance conditions being met.
He also advised New Mountain Capital on its investment in Intermarine. In the 1990s, he advised Frontline on the acquisition of London and Overseas Freighters and arranged the sale of Pacific Basin Bulk Shipping. Prior to joining Jefferies, in 2007, Mr. Norton ran the shipping practice at Bear Stearns since 2000.
Shipping Partners. He also advised New Mountain Capital on its investment in Intermarine. In the 1990s, he advised Frontline on the acquisition of London and Overseas Freighters and arranged the sale of Pacific Basin Bulk Shipping. Prior to joining Jefferies, in 2007, Mr. Norton ran the shipping practice at Bear Stearns since 2000.
Board Practices Our Board of Directors is divided into three classes with only one class of directors being elected in each year and following the initial term for each such class, each class will serve a three-year term.
C. Board Practices Our Board of Directors is divided into three classes with only one class of directors being elected in each year and following the initial term for each such class, each class will serve a three-year term.
For the years ended December 31, 2022, 2023 and 2024, we estimated the intrinsic value of the award based on the fuel market prices at each year end and assumed, based on our best estimate, a range between 5% and 7.5% of Excess Savings to be awarded by the Board of Directors, and as a result an amount of $9.6 million, $8.8 million and $3.3 million, respectively, was recognized and is included under “General and administrative expenses” in the consolidated income statements for the years ended December 31, 2022, 2023 and 2024.
For the years ended December 31, 2023 and 2024, we estimated the intrinsic value of the award based on the fuel market prices at each year end and assumed, based on our best estimate, a range between 5% and 7.5% of Excess Savings to be awarded by the Board of Directors, and as a result an amount of $8.8 million and $3.3 million, respectively, was recognized and is included under “General and administrative expenses” in the consolidated income statements for the years ended December 31, 2023 and 2024.
Karellis received his MSc in Mechanical Engineering from the National Technical University of Athens and received an MBA in Finance from the Wharton School, University of Pennsylvania. Arne Blystad, Director Mr. Arne Blystad has served on our Board of Directors since July 2018. He is an independent investor located in Oslo, Norway.
Karellis received his MSc in Mechanical Engineering from the National Technical University of Athens and received an MBA in Finance from the Wharton School, University of Pennsylvania. 73 Table of Contents Arne Blystad, Director Mr. Arne Blystad has served on our Board of Directors since July 2018. He is an independent investor located in Oslo, Norway.
Mr. Weston is a member of the Chartered Institute of Logistics and Transport. He received a B.Sc. in Maritime Studies from the University of Wales, in Cardiff. Milena Maria Pappas, Director Ms. Milena Pappas has served on the Board since August 2024.
Mr. Weston is a member of the Chartered Institute of Logistics and Transport. He received a B.Sc. in Maritime Studies from the University of Wales, in Cardiff. 74 Table of Contents Milena Maria Pappas, Director Ms. Milena Pappas has served on the Board since August 2024.
This has involved both private and public listed companies, where he has held various board and management positions over the years. The Blystad Group has investments in various shipping segments such as dry bulk, chemical tankers, container feeder and semi sub heavy-lift, real-estate and securities. 84 Table of Contents Raffaele Zagari, Director Mr.
This has involved both private and public listed companies, where he has held various board and management positions over the years. The Blystad Group has investments in various shipping segments such as dry bulk, chemical tankers, container feeder and semi sub heavy-lift, real-estate and securities. Raffaele Zagari, Director Mr.
Based on 7.5% of the actual Excess Savings i) as of December 31, 2022, and the closing price of our common stock as of that date of $19.23, 450,000 common shares were awarded to key employees upon the approval of the Board of Directors which vested and were issued on February 27, 2023, ii) as of December 31, 2023, and the closing price of our common stock as of that date of $21.26, 370,000 common shares were awarded to key employees upon the approval of the Board of Directors, which vested and were issued on March 8, 2024 and iii) as of December 31, 2024, and the closing price of our common stock as of that date of $14.95, 435,450 common shares were awarded to key employees upon the approval of the Board of Directors, which vested and were issued on February 25, 2025.
Based on 7.5% of the actual Excess Savings i) as of December 31, 2023, and the closing price of our common stock as of that date of $21.26, 370,000 common shares were awarded to key employees upon the approval of the Board of Directors, which vested and were issued on March 8, 2024, ii) as of December 31, 2024, and the closing price of our common stock as of that date of $14.95, 435,450 common shares were awarded to key employees upon the approval of the Board of Directors, which vested and were issued on February 25, 2025.
We reserved a total of 810,000 common shares, 631,500 common shares and 575,000 common shares for issuance under the respective Equity Incentive Plans, subject to further adjustment for changes in capitalization as provided in the plans.
We reserved a total of 631,500 common shares, 575,000 common shares and 1,245,000 common shares for issuance under the respective Equity Incentive Plans, subject to further adjustment for changes in capitalization as provided in the plans.
Norton was Managing Director and Global Head of the Maritime Group at Jefferies & Company Inc. Mr. Norton is known for creating Nordic American Tanker Shipping and Knightsbridge Tankers, the first two high dividend yield shipping companies. He advised Arlington Tankers in the merger with General Maritime and has been an advisor to U.S. Shipping Partners.
Until December 31, 2012, Mr. Norton was Managing Director and Global Head of the Maritime Group at Jefferies & Company Inc. Mr. Norton is known for creating Nordic American Tanker Shipping and Knightsbridge Tankers, the first two high dividend yield shipping companies. He advised Arlington Tankers in the merger with General Maritime and has been an advisor to U.S.
Upon the satisfaction of the above threshold, the Board of Directors shall award a percentage ranging between 5%-10%, at its discretion, of the annual Excess Savings, the value of which will be reflected in actual shares to key employees.
Upon the satisfaction of the above threshold, the Board of Directors shall award a percentage ranging between 5%-10%, at its discretion, of the annual Excess Savings until December 31, 2024, the value of which will be reflected in actual shares to key employees.
She has also served previously on the Company’s Board as Director during 2009 – 2014 and has worked in the Finance Department of Oceanbulk Maritime S.A. Prior to that, she was trained at Merrill Lynch in the Private Wealth Department and thereafter at the CoeClerici Group in the Risk Management Department.
Ltd., a leading mutual insurance association. She has also served previously on the Company’s Board as Director during 2009 – 2014 and has worked in the Finance Department of Oceanbulk Maritime S.A. Prior to that, she was trained at Merrill Lynch in the Private Wealth Department and thereafter at the CoeClerici Group in the Risk Management Department.
He is the President of the Hellenic Olympic Committee (HOC), the President of the European Olympic Committees (EOC) and a member of the International Olympic Committee (IOC). Previously, he served as Secretary General of the Athens 2004 Olympic Games and Executive Director and Deputy Chief Operating Officer of the Organizing Committee for the Athens 2004 Olympic Games.
He is the President of the European Olympic Committees (EOC), a member of the International Olympic Committee (IOC) and its Executive Board. Previously, he served as Secretary General of the Athens 2004 Olympic Games and Executive Director and Deputy Chief Operating Officer of the Organizing Committee for the Athens 2004 Olympic Games.
Pappas also serves on the Board of HELMEPA, a nonprofit organization aiming to reduce ship-generated pollution and increase educational environmental awareness and on the board of Just World International, a nonprofit organization that provides access to education, nutrition and health programs for children around globe.
Pappas also serves on the Board of HELMEPA, a nonprofit organization aiming to reduce ship-generated pollution and increase educational environmental awareness and on the board of Just World International, a nonprofit organization that provides access to education, nutrition and health programs for children around globe. Ms. Pappas serves on the board of directors of GARD P.&I.
In 2004, while at Merrill Lynch, she assisted in founding the “Women’s Milestones” program. She holds a dual Bachelor of Arts in Psychology and Sociology from Cornell University, N.Y., where she graduated with honors and an M.Sc. in Shipping, Trade and Finance from Cass University, London. B.
In 2004, while at Merrill Lynch, she assisted in founding the “Women’s Milestones” program. She holds a dual Bachelor of Arts in Psychology and Sociology from Cornell University, N.Y., where she graduated with honors and an M.Sc. in Shipping, Trade and Finance from Cass University, London. Mikkel Storm Weum, Director Mr.
From April 2019 to April 2022 Ms. Vrettou served as the Executive General Manager, Chief of Corporate and Investment Banking at Piraeus Bank Group and she has also acted as Chairman of the Board of Directors for Piraeus Factors S.A, Piraeus Leasing and Piraeus Leases, as well as a Director for ETVA Industrial Development Zones.
Vrettou served as the Executive General Manager, Chief of Corporate and Investment Banking at Piraeus Bank Group and she has also acted as Chairman of the Board of Directors for Piraeus Factors S.A, Piraeus Leasing and Piraeus Leases, as well as a Director for ETVA Industrial Development Zones.
The term of each class of directors expires as follows: • The term of the Class A directors expires in 2026; • The term of the Class B directors expires in 2027; and • The term of the Class C directors expires at the 2025 Annual General Meeting set for May 14, 2025.
The term of each class of directors expires as follows: · The term of the Class A directors expires at the 2026 Annual General Meeting set for May 12, 2026; · The term of the Class B directors expires in 2027; and · The term of the Class C directors expires in 2028.
He has been an Olympic athlete in water polo and has competed in the Moscow (1980) and the Los Angeles (1984) Olympic Games. He studied economics at the University of Athens and earned his Master Degree in Business Administration from INSEAD University in France. Hamish Norton, President Mr. Hamish Norton serves as our President. Until December 31, 2012, Mr.
He has been an Olympic athlete in water polo and has competed in the Moscow (1980) and the Los Angeles (1984) Olympic Games. He studied economics at the University of Athens and earned his Master Degree in Business Administration from INSEAD University in France. 71 Table of Contents Hamish Norton, President Mr. Hamish Norton serves as our President.
Related Party Transactions––Consultancy Agreements.” 86 Table of Contents Equity Incentive Plans On April 11, 2022, May 16, 2023 and May 28, 2024, our Board of Directors approved the 2022 Equity Incentive Plan (the “2022 Equity Incentive Plan”), the 2023 Equity Incentive Plan (the “2023 Equity Incentive Plan”), and the 2024 Equity Incentive Plan (the “2024 Equity Incentive Plan”) (collectively, the “Equity Incentive Plans”), respectively, under which our officers, key employees, directors, and consultants are eligible to receive options to acquire common shares, share appreciation rights, restricted shares and other share-based or share-denominated awards.
Related Party Transactions––Consultancy Agreements.” Equity Incentive Plans On May 16, 2023, May 28, 2024 and May 7, 2025, our Board of Directors approved the 2023 Equity Incentive Plan (the “2023 Equity Incentive Plan”), the 2024 Equity Incentive Plan (the “2024 Equity Incentive Plan”), and the 2025 Equity Incentive Plan (the “2025 Equity Incentive Plan”) (collectively, the “Equity Incentive Plans”), respectively, under which our officers, key employees, directors, and consultants are eligible to receive options to acquire common shares, share appreciation rights, restricted shares and other share-based or share-denominated awards.
There are no service contracts between us and any of our directors providing for benefits upon termination of their employment or service. D. Employees As of December 31, 2024, we had 301 employees including our executive officers, compared to 216 employees as of December 31, 2023 and 209 employees as of December 31, 2022. E.
There are no service contracts between us and any of our directors providing for benefits upon termination of their employment or service. 77 Table of Contents D. Employees As of December 31, 2025, we had 294 employees including our executive officers, compared to 301 employees as of December 31, 2024 and 216 employees as of December 31, 2023. E.
Begleris worked in the Fixed Income and Corporate Finance groups of Lehman Brothers based in London, where he was involved in privatization, restructuring, securitization, acquisition financing and principal investment projects in excess of $5.0 billion. In addition to his role at Star Bulk, Mr.
Begleris worked in the Fixed Income and Corporate Finance groups of Lehman Brothers based in London, where he was involved in privatization, restructuring, securitization, acquisition financing and principal investment projects in excess of $5.0 billion. In addition to his role at Star Bulk, Mr. Begleris is also an executive of Oceanbulk Maritime S.A. Mr.
Our Compensation Committee, which is currently comprised of two independent directors, is responsible for, among other things, recommending to the Board of Directors our senior executive officers’ compensation and benefits. 88 Table of Contents Our Nomination and Corporate Governance Committee, which is currently comprised of two independent directors, is responsible for, among other things, (i) recommending to the Board of Directors nominees for director and directors for appointment to committees of the Board of Directors, and (ii) advising the Board of Directors with regard to corporate governance practices.
Our Nomination and Corporate Governance Committee, which is currently comprised of two independent directors, is responsible for, among other things, (i) recommending to the Board of Directors nominees for director and directors for appointment to committees of the Board of Directors, and (ii) advising the Board of Directors with regard to corporate governance practices.
Spyros Capralos has served since July 2014 as the Non-Executive Chairman of our Board of Directors and as a director. He is also the Chairman of the Compensation Committee. From February 2011 to July 2014, Mr. Capralos served as our Chief Executive Officer, President and director. From October 2004 to October 2010, Mr.
He is also the Chairman of the Compensation Committee. From February 2011 to July 2014, Mr. Capralos served as our Chief Executive Officer, President and director. From October 2004 to October 2010, Mr.
He is also the Chairman of our Nomination and Corporate Governance Committee. He has served as the Managing Director of Augustea Bunge Maritime Ltd. of Malta. From 1998 to September 2004, Mr.
Koert Erhardt has served as a director of our Board of Directors since our inception. He is also the Chairman of our Nomination and Corporate Governance Committee. He has served as the Managing Director of Augustea Bunge Maritime Ltd. of Malta. From 1998 to September 2004, Mr.
Under the terms of the Equity Incentive Plans, share options and share appreciation rights granted under the Equity Incentive Plans will have an exercise price per common share equal to the fair market value of a common share on the date of grant, unless otherwise determined by the administrator of the Equity Incentive Plans, but in no event will the exercise price be less than the fair market value of a common share on the date of grant.
The Equity Incentive Plans permit issuance of restricted shares, grants of options to purchase common shares, share appreciation rights, restricted shares, restricted share units and unrestricted shares. 75 Table of Contents Under the terms of the Equity Incentive Plans, share options and share appreciation rights granted under the Equity Incentive Plans will have an exercise price per common share equal to the fair market value of a common share on the date of grant, unless otherwise determined by the administrator of the Equity Incentive Plans, but in no event will the exercise price be less than the fair market value of a common share on the date of grant.
He also founded Oceanbulk Maritime S.A. affiliated companies, which are involved in the ownership and management sectors of the shipping industry. Mr. Pappas serves on the board of directors of the UK Defense Club, a leading insurance provider of legal defense services in the shipping industry worldwide and GARD P.&I.
He also founded Oceanbulk Maritime S.A. affiliated companies, which are involved in the ownership and management sectors of the shipping industry. Mr. Pappas serves on the board of directors of the UK Defense Club, a leading insurance provider of legal defense services in the shipping industry worldwide and is a member of the Union of Greek Ship Owners (UGS). Mr.
Eleni Vrettou, Director Eleni Vrettou serves as the Chief Executive Officer of Attica Bank since September 2022 and has more than 20 years international experience in banking, specializing in the areas of investment, corporate and commercial banking. Prior to her present position, she held the role of Chief Strategy and Investor Relations Officer for Lamda Development.
She currently is the Chief Executive Officer of Attica Bank since September 2022 and has more than 20 years international experience in banking, specializing in the areas of investment, corporate and commercial banking. Prior to her present position, she held the role of Chief Strategy and Investor Relations Officer for Lamda Development. From April 2019 to April 2022 Ms.
Prior to her employment with HSBC, she had worked for Greek and foreign financial institutions in Athens and New York in the fields of credit and risk management and investment banking (M&A). Ms.
Prior to her employment with HSBC, she had worked for Greek and foreign financial institutions in Athens and New York in the fields of credit and risk management and investment banking (M&A). Ms. Vrettou holds a Bachelor of Science in Economics from the Wharton School of the University of Pennsylvania.
The terms and conditions of the Equity Incentive Plans are substantially similar to those of the previous plans. As of February 17, 2025, there are 358,791 common shares unvested from the 2022, 2023, and 2024 Equity Incentive Plans.
The terms and conditions of the Equity Incentive Plans are substantially similar to those of the previous plans. As of February 25, 2026, there are 655,050 common shares unvested from the 2023, 2024, and 2025 Equity Incentive Plans.
Weston has also served as the Executive Chairman and Chief Executive Officer of C Transport Maritime S.A.M., a provider of commercial, operational, technical and logistical management of dry bulk vessels. Mr.
Gary Weston, Director Gary Weston has served as a director of the Company since April 2024. Previously he was a director of Eagle. Mr. Weston has also served as the Executive Chairman and Chief Executive Officer of C Transport Maritime S.A.M., a provider of commercial, operational, technical and logistical management of dry bulk vessels. Mr.
Our directors and executive officers are as follows: Name Age Position Petros Pappas 72 Chief Executive Officer and Class C Director Spyros Capralos 70 Non-Executive Chairman and Class B Director Hamish Norton 66 President Simos Spyrou 50 Co-Chief Financial Officer Christos Begleris 43 Co-Chief Financial Officer Nicos Rescos 53 Chief Operating Officer Charis Plakantonaki 45 Chief Strategy Officer Zenon Kleopas 70 Executive Vice President – Green Energy & Technology Koert Erhardt 69 Class B Director Mahesh Balakrishnan 42 Class A Director Nikolaos Karellis 74 Class A Director Arne Blystad 70 Class C Director Raffaele Zagari 56 Class C Director Eleni Vrettou 46 Class A Director Gary Weston 67 Class A Director Milena Pappas 41 Class B Director 82 Table of Contents Petros Pappas, Chief Executive Officer and Director Mr.
Our Board of Directors is comprised of eleven Directors. 70 Table of Contents Our directors and executive officers are as follows: Name Age Position Petros Pappas 73 Chief Executive Officer and Class C Director Spyros Capralos 71 Non-Executive Chairman and Class B Director Hamish Norton 67 President Simos Spyrou 51 Co-Chief Financial Officer Christos Begleris 44 Co-Chief Financial Officer Nicos Rescos 54 Chief Operating Officer Charis Plakantonaki 46 Chief Strategy Officer Koert Erhardt 70 Class B Director Mahesh Balakrishnan 43 Class A Director Nikolaos Karellis 75 Class A Director Arne Blystad 76 Class C Director Raffaele Zagari 57 Class C Director Eleni Vrettou 47 Class A Director Gary Weston 68 Class A Director Milena Maria Pappas 42 Class B Director Mikkel Storm Weum 40 Class B Director Petros Pappas, Chief Executive Officer and Director Mr.
Ltd., a leading mutual insurance association, and is a member of the Union of Greek Ship Owners (UGS). Mr. Pappas received his B.A. in Economics and his MBA from The University of Michigan, Ann Arbor. Mr. Pappas was awarded the 2014 Lloyd’s List Greek Awards “Shipping Personality of the Year.” Spyros Capralos, Non-Executive Chairman and Director Mr.
Pappas received his B.A. in Economics and his MBA from The University of Michigan, Ann Arbor. Mr. Pappas was awarded the 2014 Lloyd’s List Greek Awards “Shipping Personality of the Year.” Spyros Capralos, Non-Executive Chairman and Director Mr. Spyros Capralos has served since July 2014 as the Non-Executive Chairman of our Board of Directors and as a director.
Nicos Rescos has served as our Chief Operating Officer since July 2014. He also serves as Chief Operating Officer and Commercial Director of Oceanbulk Maritime S.A. since May 2010. Mr.
Begleris received an M.Eng. in Mechanical Engineering from Imperial College, London, and an MBA from Harvard Business School. Nicos Rescos, Chief Operating Officer Mr. Nicos Rescos has served as our Chief Operating Officer since July 2014. He also serves as Chief Operating Officer and Commercial Director of Oceanbulk Maritime S.A. since May 2010. Mr.
Prior to Star Bulk, she worked for seven years at Thenamaris (Ships Management) focusing on strategy, planning and corporate communications. Before that, she was a senior consultant at the Boston Consulting Group, managing strategy projects across various industries and geographies. Charis has also worked at Diageo’s Centre of Excellence and for the Organizing Committee of the ATHENS 2004 Olympic Games.
She leads the Company’s strategic planning, ESG, human resources, information technology, public affairs and corporate communications. Prior to Star Bulk, she worked for seven years at Thenamaris (Ships Management) focusing on strategy, planning and corporate communications. Before that, she was a senior consultant at the Boston Consulting Group, managing strategy projects across various industries and geographies.
For a description of these agreements, see “Item 7. Major Shareholders and Related Party Transactions––B.
Employment and Consultancy Agreements We are a party to employment and consultancy agreements with certain members of our senior management team. For a description of these agreements, see “Item 7. Major Shareholders and Related Party Transactions––B.
The Equity Incentive Plans are administered by our Compensation Committee, or such other committee of our Board of Directors as may be designated by the board. The Equity Incentive Plans permit issuance of restricted shares, grants of options to purchase common shares, share appreciation rights, restricted shares, restricted share units and unrestricted shares.
The Equity Incentive Plans are administered by our Compensation Committee, or such other committee of our Board of Directors as may be designated by the board.
The chairman of the Audit Committee receives a fee of $15,000 per year and each of the Audit Committee members receives a fee of $7,500. Each chairman of our other standing committees receives an additional $5,000 per year. In addition, each director is reimbursed for out-of-pocket expenses in connection with attending meetings of the Board of Directors or committees.
Non-employee directors of Star Bulk receive an annual cash retainer of $15,000, each. The chairman of the Audit Committee receives a fee of $15,000 per year and each of the Audit Committee members receives a fee of $7,500. Each chairman of our other standing committees receives an additional $5,000 per year.
He received a BSc in Management Sciences from The University of Manchester Institute of Science and Technology (UMIST) and an MSc in Shipping Trade and Finance from the City University Business School. Koert Erhardt, Director Mr. Koert Erhardt has served as a director of our Board of Directors since our inception.
He received a BSc in Management Sciences from The University of Manchester Institute of Science and Technology (UMIST) and an MSc in Shipping Trade and Finance from the City University Business School. Charis Plakantonaki, Chief Strategy Officer Charis Plakantonaki joined Star Bulk in 2015 as Head of Strategic Planning and assumed the position of Chief Strategy Officer in 2017.
We do not have a retirement plan for our officers or directors. The aggregate compensation of the Board of Directors for the year ended December 31, 2024 was approximately $0.2 million. Employment and Consultancy Agreements We are a party to employment and consultancy agreements with certain members of our senior management team.
In addition, each director is reimbursed for out-of-pocket expenses in connection with attending meetings of the Board of Directors or committees. We do not have a retirement plan for our officers or directors. The aggregate compensation of the Board of Directors for the year ended December 31, 2025 was approximately $0.2 million.
She holds an MBA from INSEAD and a BS in International and European Studies from the University of Macedonia, where she graduated as valedictorian. She sits on the Board of the Liberian Shipowners’ Council, the Governance Committee of the Maritime Emissions Reduction Center and the Advisory Board of Seafair.
Charis has also worked at Diageo’s Centre of Excellence and for the Organizing Committee of the ATHENS 2004 Olympic Games. She holds an MBA from INSEAD and a BS in International and European Studies from the University of Macedonia, where she graduated as valedictorian.
Officers are elected from time to time by vote of our Board of Directors and hold office until a successor is elected. On April 9, 2024 in connection with the closing of the Eagle Merger, Star Bulk appointed Mr. Gary Weston to the Board of Directors. Messrs.
Officers are elected from time to time by vote of our Board of Directors and hold office until a successor is elected. Messrs. Petros Pappas, Arne Blystad and Raffaele Zagari were re-elected to the Board of Directors at the Company’s 2025 Annual Meeting of Shareholders held on May 14, 2025. On October 3, 2025, we announced the appointment of Mr.
Compensation of Directors and Senior Management For the year ended December 31, 2024, aggregate compensation to our senior management was $2.5 million under the employment agreements. Non-employee directors of Star Bulk receive an annual cash retainer of $15,000, each.
Weum holds a Master’s degree in Naval Architecture from Newcastle University and a MSc in Shipping Trade and Finance from Cass Business School, City University. B. Compensation of Directors and Senior Management For the year ended December 31, 2025, aggregate compensation to our senior management was $2.6 million under the employment agreements.
Since 2013, she has served on the Board of Trustees of Anatolia College, where she chairs the Long Range Planning Committee. Zenon Kleopas, Executive Vice President – Green Energy & Technology Zenon Kleopas is our Executive Vice President - Green Energy & Technology of Star Bulk.
She sits on the Board of the Liberian Shipowners’ Council, the Governance Committee of the Maritime Emissions Reduction Center and the Advisory Board of Seafair. Since 2013, she has served on the Board of Trustees of Anatolia College, where she chairs the Long Range Planning Committee. 72 Table of Contents Koert Erhardt, Director Mr.
Removed
Spyros Capralos, Koert Erhardt and Sherman Lau were re-elected to the Board of Directors at the Company’s 2024 Annual Meeting of Shareholders held on May 14, 2024. On August 7, 2024, we announced the resignation of Mr. Sherman Lau, a Class B Director since May 2021. Ms.
Added
Mikkel Storm Weum to the Board as a Class B director.
Removed
Milena Maria Pappas was appointed by the Board, as a Class B Director, to fill the seat made vacant by the resignation of Mr. Lau. Our Board of Directors is comprised of ten Directors.
Added
Zagari holds a Diploma in Commercial Operation of Shipping at Guildhall University London. Eleni Vrettou, Director Eleni Vrettou has served as a director of the Company since May 2020.
Removed
Begleris is also an executive of Oceanbulk Maritime S.A. and is Co-Chief Financial Officer of Oceanbulk Maritime S.A.’s joint ventures with Oaktree. Mr. Begleris received an M.Eng. in Mechanical Engineering from Imperial College, London, and an MBA from Harvard Business School. 83 Table of Contents Nicos Rescos, Chief Operating Officer Mr.
Added
Mikkel Storm Weum currently serves as an Investment Director in Seatankers Management Norway AS, responsible for Sale and Purchase, Newbuildings and Projects. Mr. Weum also serves as a director on the Board of NYSE listed Flex LNG Ltd, a position held since May 2025. Prior to being employed by Seatankers Management AS, Mr.
Removed
Zagari holds a Diploma in Commercial Operation of Shipping at Guildhall University London. Charis Plakantonaki, Chief Strategy Officer Charis Plakantonaki joined Star Bulk in 2015 as Head of Strategic Planning and assumed the position of Chief Strategy Officer in 2017. She leads the Company’s strategic planning, ESG, human resources, information technology, public affairs and corporate communications.
Added
Weum served as Senior Vice President, responsible for Business Development in SFL Management AS. Mr. Weum was also employed as Vice President, Head of Commercial in Teekay Offshore working with Shuttle Tankers and Floating Offshore storage. Mr.
Removed
He was actively involved in the acquisition of Star Bulk’s fleet in 2007 and 2008. He has extensive experience in ship operations and supervising ship management through his continuous employment in shipping companies in the U.K. and Greece since 1980. Mr.
Added
Our Compensation Committee, which is currently comprised of two independent directors, is responsible for, among other things, recommending to the Board of Directors our senior executive officers’ compensation and benefits.
Removed
Kleopas has worked for various shipping companies namely Victoria Steamship Co Ltd (London), Marship Corporation, Astron Maritime SA, Combine Marine Inc. and Oceanbulk Maritime SA. Before joining Star Bulk, Mr. Kleopas was the general manager of Combine Marine Inc. and the managing director of Oceanbulk Maritime SA. Mr.
Removed
Kleopas received a B.Sc. degree in 1978 and a M.Sc. degree in 1980 from Glasgow University, in Naval Architecture & Ocean Engineering. He is a member of the Technical Chamber of Greece, the Royal Institution of Naval Architects (UK), the Marine Technical Managers’ Association of Greece and the Hellenic Technical Committee of classification societies Bureau Veritas and RINA.
Removed
Vrettou holds a Bachelor of Science in Economics from the Wharton School of the University of Pennsylvania. 85 Table of Contents Gary Weston, Director Gary Weston has served as a director of the Company since April 2024. Previously he was a director of Eagle. Mr.
Removed
On June 7, 2021, our Board of Directors amended an incentive program that had been previously announced in January 2019 (the “Performance Incentive Program”) which provides for the issuance of shares pursuant to performance conditions being met.
Removed
While the Performance Incentive Program was originally designed to expire on December 31, 2024, our Board of Directors approved its renewal on February 12, 2025, with any future program awards however remaining always subject to the sole discretion of the Board of Directors of the Company. C.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

7 edited+2 added−58 removed1 unchanged
Biggest change(3) 0 0.0% 5,352,768 6.4% 6,476,150 6.3% Entities affiliated with Raffaele Zagari 2,141,500 1.8% 2,123,500 2.5% 2,200,000 2.1% Entities affiliated with Petros Pappas 4,261,768 3.6% 4,044,168 4.8% 3,791,868 3.7% Directors and executive officers of the Company, in the aggregate (4) 1,441,165 1.2% 1,244,947 1.5% 932,529 0.9% (1) Percentage amounts based on 117,127,531 common shares outstanding as of February 17, 2025, 84,016,892 common shares outstanding as of February 9, 2024 and 102,857,416 common shares outstanding as of February 16, 2023.
Biggest change(5) — 0.00% — 0.00% 5,352,768 6.40% Entities affiliated with Raffaele Zagari 2,034,750 1.82% 2,141,500 1.83% 2,123,500 2.50% Entities affiliated with Petros Pappas 5,545,844 4.97% 4,261,768 3.64% 4,044,168 4.80% Directors and executive officers of the Company, in the aggregate (6) 1,817,424 1.63 % 1,441,165 1.23% 1,244,947 1.50% (1) Percentage amounts based on 111,530,150 common shares outstanding as of February 25, 2026, 117,127,531 common shares outstanding as of February 17, 2025 and 84,016,892 common shares outstanding as of February 9, 2024. 78 Table of Contents (2) Pursuant to schedule 13D filing dated October 3, 2025, in connection with Mr.
Major Shareholders The following table presents certain information as of February 17, 2025, February 9, 2024, and February 16, 2023 regarding the ownership of our common shares with respect to each shareholder, who we know to beneficially own more than five percent of our outstanding common shares, and our executive officers and directors.
Major Shareholders The following table presents certain information as of February 25, 2026, February 17, 2025 and February 9, 2024 regarding the ownership of our common shares with respect to each shareholder, who we know to beneficially own more than five percent of our outstanding common shares, and our executive officers and directors.
Common Shares Beneficially Owned as of February 17, 2025 February 9, 2024 February 16, 2023 Beneficial Owner (1) Amount Percentage Amount Percentage Amount Percentage Oaktree Capital Group Holdings GP, LLC and certain of its advisory clients (2) 5,217,676 4.5% 6,107,983 7.3% 26,067,483 25.3% AllianceBernstein L.P.
Common Shares Beneficially Owned as of February 25, 2026 February 17, 2025 February 9, 2024 Beneficial Owner (1) Amount Percentage Amount Percentage Amount Percentage Famatown Finance Ltd. (2) 13,571,000 12.17% Danaos Corporation (3) 6,130,613 5.50% Oaktree Capital Group Holdings GP, LLC and certain of its advisory clients (4) 1,962,892 1.76% 5,217,676 4.45% 6,107,983 7.30% AllianceBernstein L.P.
Pappas and Zagari, that are presented within line items “Entities affiliated with Petros Pappas” and “Entities affiliated with Raffaele Zagari”, respectively, above. Our major shareholders, save for what is referred to below, have the same voting rights as our other shareholders. No foreign government owns more than 50% of our outstanding common shares.
(6) These numbers of shares do not include shares beneficially owned by Ms. Pappas or Messrs. Pappas and Zagari, that are presented within line items “Entities affiliated with Petros Pappas” and “Entities affiliated with Raffaele Zagari”, respectively, above. Our major shareholders, save for what is referred to below, have the same voting rights as our other shareholders.
Related Party Transactions For a description of all of our Related Party Transactions, see also Note 3 (Transaction with Related Parties) to our consolidated financial statements included herein for more information. Transactions with Oceanbulk Maritime S.A. and affiliates Oceanbulk Maritime S.A., a related party, is a ship management company and is controlled by Ms. Milena-Maria Pappas.
Related Party Transactions For a description of all of our Related Party Transactions, see Note 3 (Transaction with Related Parties) to our consolidated financial statements included herein for more information. C. Interests of Experts and Counsel Not Applicable.
Related Party Transactions––Registration Rights Agreement and Related Registration Statements.” As of February 17, 2025, 117,127,531 of our outstanding common shares were held in the United States by 354 holders of record, including Cede & Co., the nominee for the Depository Trust Company, which held 110,662,234 of those shares. B.
As of February 25 , 2026, 111,530,150 of our outstanding common shares were held in the United States by 284 holders of record, including Cede & Co., the nominee for the Depository Trust Company, which held 104,241,571 of those shares. B.
We are not aware of any arrangements, the operation of which may at a subsequent date result in a change in control of Star Bulk. We have granted certain demand registration rights and shelf registration rights to affiliates of Mr. Petros Pappas, York and Augustea pursuant to the Registration Rights Agreement. See “Item 7. Major Shareholders and Related Party Transactions––B.
No foreign government owns more than 50% of our outstanding common shares. We are not aware of any arrangements, the operation of which may at a subsequent date result in a change in control of Star Bulk.
Removed
(2) Pursuant to schedule 13D dated July 2, 2024: (i) 1,384,614 shares held by Oaktree Opportunities Fund IX Delaware, L.P. (“Fund IX”), (ii) 12,717 shares held by Oaktree Opportunities Fund IX (Parallel 2), L.P.
Added
Mikkel Storm Weum’s appointment as a director of the Company, Famatown Finance Ltd. (“Famatown”) is a related entity of Seatankers Management AS (“Seatankers”). While the common shares held by Famatown are held for investment or other purposes, given Mr.
Removed
(“Parallel 2”), (iii) 1,789,090 shares held by Oaktree Dry Bulk Holdings LLC (“Dry Bulk Holdings”), (iv) 522,975 shares held by Oaktree OBC Container Holdings LLC, a Marshall Island limited liability company (“Oaktree OBC”), (v) 68,535 shares held by OCM FIE, LLC (“FIE”) and (vi) 1,439,745 shares held by OCM Opps EB Holdings, Ltd. (“EB Holdings”).
Added
Weum's position as a director at both Seatankers and the Company, Famatown may be deemed to have indirect control for purposes of Rule 13d-1 of the Exchange Act. (3) Pursuant to schedule 13G filing dated May 9, 2025. (4) Pursuant to schedule 13F filing dated February 17, 2026. (5) Pursuant to schedule 13G filing dated November 15, 2024.
Removed
Each of the foregoing funds and entities is affiliated with Oaktree Capital Group, LLC (“OCG”) which is managed by a board of directors which is comprised of members appointed by each of Oaktree Capital Group Holdings GP, LLC and Brookfield Asset Management, Inc.
Removed
Each of the direct and indirect general partners, managing members, directors, unit holders, shareholders, and members of Fund IX, Parallel 2, Dry Bulk Holdings, Oaktree OBC, FIE and EB Holdings may be deemed to share voting and dispositive power over the shares owned by such entities, but disclaims beneficial ownership in such shares except to the extent of any pecuniary interest therein.
Removed
The principal address for these entities (collectively, the “Oaktree Funds”) is c/o Oaktree Capital Management, L.P., 333 South Grand Avenue, 28th Floor, Los Angeles, California 90071. (3) Pursuant to schedule 13G filing dated November 15, 2024. (4) These numbers of shares do not include shares beneficially owned by Ms. Pappas or Messrs.
Removed
One of the affiliated companies of Oceanbulk Maritime S.A provides us certain financial corporate development services. The related expenses for each of the years ended December 31, 2022, 2023 and 2024 were $0.2 million, $0.2 million and $0.1 million, respectively, and are included in General and administrative expenses in the consolidated income statements.
Removed
As of December 31, 2023 and 2024, we had outstanding payables of $0.02 million and outstanding receivables of $0.002 million, respectively, from Oceanbulk Maritime S.A and its affiliates for payments made by us on its behalf for certain administrative items. 89 Table of Contents Consultancy Agreements During the years ended December 31, 2022, 2023 and 2024 and as of December 31, 2024, we were a party to consultancy agreements in each case with separate companies owned and controlled by certain of our Company’s executives including our Co-Chief Financial Officers, Messrs.
Removed
Simos Spyrou and Christos Begleris and our Chief Operating Officer, Mr. Nicos Rescos. Pursuant to each of these consultancy agreements, we are required to pay an aggregate base fee of $0.7 million per annum to these companies.
Removed
Additionally, pursuant to these agreements, these entities are entitled to receive an annual discretionary bonus, as determined by our Board of Directors in its sole discretion.
Removed
In aggregate, the related expenses under the consultancy agreements for 2022, 2023 and 2024 were $0.5 million, $0.6 million and $0.8 million, respectively, and are included in General and administrative expenses in the consolidated income statements. In addition, non-employee directors of the Board of Directors and each chairman of our standing committees receive an annual cash retainer.
Removed
For additional information see “Item 6. Directors, Senior Management and Employees––B. Compensation of Directors and Senior Management. Office Lease Agreements On January 1, 2012, Starbulk S.A. entered into a lease agreement for office space with Combine Marine Ltd., or Combine Ltd., a company controlled by Mr. Alexandros Pappas, the son of our Chief Executive Officer, Mr. Petros Pappas.
Removed
The lease agreement provides for a monthly rental of €2,590 (approximately $2,700, using the exchange rate as of December 31, 2024, which was $1.04 per euro). In addition, on December 21, 2016, Starbulk S.A., entered into a lease agreement for office space with Alma Properties, a company controlled by Mr. Alexandros Pappas.
Removed
The lease agreement provides for a monthly rental of €300 (approximately $312, using the exchange rate as of December 31, 2024, which was $1.04 per euro). Interchart Shipping Inc. In 2014, we acquired 33% of the total outstanding common stock of Interchart. The ownership interest was purchased from an entity affiliated with family members of our Chief Executive Officer.
Removed
This investment is accounted for as an equity method investment and is presented within “Long term investment” in the consolidated balance sheets. We have entered into a services agreement with Interchart for chartering, brokering and commercial services for a monthly fee of $345,000 until December 31, 2024.
Removed
During the years ended December 31, 2022, 2023 and 2024, the brokerage commission charged by Interchart amounted to $4.1 million, respectively, and is included in “Voyage expenses” in the consolidated income statements. StarOcean Manning Philippines Inc. We have a 25% ownership interest in StarOcean Manning Philippines, Inc.
Removed
(“StarOcean”), a company that is incorporated and registered with the Philippine Securities and Exchange Commission, which provides crewing agency services. The remaining 75% interest is held by local entrepreneurs. This investment is accounted for as an equity method investment and is included within “Long term investment” in the consolidated balance sheet.
Removed
Augustea Technoservices Ltd. and affiliates Following the completion of the acquisition of the Augustea Vessels in 2018, we appointed Augustea Technoservices Ltd., an entity affiliated with certain of the sellers of the Augustea Vessels (including one of our directors, Mr. Zagari), as the technical manager of certain of our vessels.
Removed
Up until June 2022, the respective management agreements were progressively terminated for all the vessels managed previously by Augustea Technoservices Ltd. The management fees incurred in 2022 until the termination of all management agreements with Augustea Technoservices Ltd were $1.3 million, and are included in “Management fees” in the consolidated income statement for the year ended December 31, 2022.
Removed
Iblea Ship Management Limited and affiliates In 2021, we appointed Iblea Ship Management Limited and affiliates, an entity affiliated with one of our directors, Mr.
Removed
Zagari, to provide certain management services to certain vessels, which were previously managed by Augustea Technoservices Ltd. 90 Table of Contents During 2022, 2023 and 2024, the management of certain vessels previously managed by Iblea Ship Management Limited was changed from third-party to in-house.
Removed
The management fees incurred for the year ended December 31, 2022, 2023 and 2024 were $3.3 million, $2.7 million and $2.6 million, respectively, and are included in “Management fees” in the consolidated income statements. As of December 31, 2023 and 2024, we had outstanding payable of $1.5 million and $3.1 million, respectively to Iblea Ship Management Limited.
Removed
CCL Pool On December 30, 2020 a funding of $0.1 million that we had provided to CCL Pool was converted to equity with us holding 25% ownership interest of CCL Pool, which after the exit of one of the other three shareholders as of December 31, 2021, increased to 33%.
Removed
The participation to CCL is accounted for as an equity method investment. Our initial investment of $0.1 million in CCL Pool is presented within “Long term investment” in the consolidated balance sheet. Our subsequent share of results in CCL Pool was insignificant for the years ended December 31, 2022, 2023 and 2024.
Removed
Oaktree Shareholders Agreement The Oaktree Shareholders Agreement was entered into on the date the mergers pursuant to which Oceanbulk Shipping LLC and Oceanbulk Carriers LLC merged with and into wholly owned subsidiaries of Star Bulk were completed (July 11, 2014) (the “Oceanbulk Merger”) and governed the ownership interest of Oaktree and its affiliated investment funds that owned common shares (and any affiliates of the foregoing persons that became Oaktree Shareholders pursuant to a transfer or other acquisition of our equity securities (as defined below) in accordance with the terms of the Oaktree Shareholders Agreement, collectively, the “Oaktree Shareholders”) following the Oceanbulk Merger.
Removed
On September 21, 2023 and on October 30, 2023, we agreed to repurchase 10.0 million of our common shares at a price of $18.50 per common share (the “First Oaktree Share Repurchase”) and 10.0 million of our common shares at a price of $19.50 per common share (the “Second Oaktree Share Repurchase”), respectively from Oaktree.
Removed
The First Oaktree Share Repurchase was completed in early October 2023 with the repurchased shares being withdrawn and cancelled. The Second Oaktree Share Repurchase was completed in early December 2023 with the repurchased shares being withdrawn and cancelled.
Removed
In total, 20 million shares were repurchased and the aggregate ownership of Oaktree and its affiliated funds was reduced from approximately 25.3% of the Company’s outstanding common stock to approximately 7.3%.
Removed
Based on the number of our outstanding common shares on July 2, 2024, the Oaktree Shareholders beneficially own approximately 4.6% of the common shares outstanding of the Company as of that date.
Removed
As Oaktree Shareholders beneficially own less than 5% of the common shares outstanding of the Company, the Oaktree Shareholders Agreement is no longer in effect as of July 2, 2024. Pappas Shareholders Agreement The following is a summary of the material terms of the Pappas Shareholders Agreement.
Removed
Capitalized terms that are used in this description of the Pappas Shareholders Agreement but not otherwise defined below have the meanings ascribed to them under the caption, “Certain Definitions.” General The Pappas Shareholders Agreement, which entered into effect on July 11, 2014, upon the closing of the Oceanbulk Merger, governs the ownership interest of Mr.
Removed
Petros Pappas and his children, Ms. Milena-Maria Pappas (one of our current directors) and Mr. Alexandros Pappas, and entities affiliated to them (“Pappas Shareholders”) in the Company following consummation of the Oceanbulk Merger.
Removed
Based upon the number of our shares outstanding as of February 17, 2025, the Pappas Shareholders beneficially own approximately 3.6% of our total issued and outstanding common shares of the Company.
Removed
Voting At any meeting of our shareholders, the Pappas Shareholders have agreed to (and have agreed to cause their Affiliates to) vote, or cause to be voted, or exercise their rights to consent (or cause their rights to consent to be exercised) with respect to, all of our shares beneficially owned by them (and which are entitled to vote on such matter) in excess of the Voting Cap as of the record date for the determination of our shareholders entitled to vote or consent to such matter, with respect to each matter on which our shareholders are entitled to vote or consent, in the same proportion (for or against) as all shares owned by other of our shareholders. 91 Table of Contents Except as described below, in any election of directors to the Board of Directors, the Pappas Shareholders have agreed to (and have agreed to cause their Affiliates to) vote, or cause to be voted, or exercise their rights to consent (or cause their rights to consent to be exercised) with respect to, all of our shares beneficially owned by them (and which are entitled to vote on such matter) in favor of the slate of nominees approved by the Nomination and Corporate Governance Committee.
Removed
At any Contested Election following the later of (i) the date on which Mr. Petros Pappas ceases to be our Chief Executive Officer or (ii) the date on which Mr.
Removed
Petros Pappas ceases to be a Director, the Pappas Shareholders have agreed to (and have agreed to cause their Affiliates to) vote, or cause to be voted, or exercise their rights to consent (or cause their rights to consent to be exercised) with respect to, all shares beneficially owned by them in excess of the Voting Cap in the same proportion (for or against) as all shares owned by other of our shareholders.
Removed
Standstill Restrictions Under the terms of the Pappas Shareholders Agreement, until the Pappas Shareholders Agreement is terminated, neither the Pappas Shareholders nor any of their Affiliates will in any manner, directly or indirectly, (i) enter into any tender or exchange offer, merger, acquisition transaction or other business combination or any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction involving the Company, (ii) make, or in any way participate, directly or indirectly, in any solicitations of proxies, consents or authorizations to vote, or seek to influence any Person other than the Pappas Shareholders with respect to the voting of, any Voting Securities of the Company or any of its Subsidiaries (other than with respect to the nomination of any nominees proposed by the Nomination and Corporate Governance Committee), (iii) otherwise act, alone or in concert with third parties, to seek to control or influence the management, Board of Directors or policies of the Company or any of its Subsidiaries (other than with respect to the nomination of any nominees proposed by the Nomination and Corporate Governance Committee), (iv) otherwise act, alone or in concert with third parties, to seek to control or influence the management, Board of Directors or policies of the Company or any of its Subsidiaries (other than with respect to the nomination of any nominees proposed by the Nomination and Corporate Governance Committee), or (v) enter into any negotiations, arrangements or understandings with any third-party with respect to any of the foregoing activities.
Removed
However, if (i) we publicly announce our intent to pursue a tender offer, merger, sale of all or substantially all of our assets, then the Pappas Shareholders will be permitted to privately make an offer or proposal to the Board of Directors and (ii) if the board of directors approves, recommends or accepts a buyout transaction the standstill restrictions of the Pappas Shareholders’ participation in such transaction will cease to apply until such buyout transaction is terminated or abandoned and will become applicable again upon any such termination or abandonment (unless the Board of Directors determines otherwise with Disinterested Director Approval).
Removed
No Aggregation with Oaktree We have agreed to acknowledge that the Pappas Shareholders have made investments and entered into business arrangements with the Oaktree Shareholders outside those subject to the Oceanbulk Merger, and may from time to time enter into certain agreements with respect to the holding and/or disposition of Equity Securities of the Company.
Removed
For purposes of the Pappas Shareholders Agreement, these arrangements and potential future agreements between the Pappas Shareholders and the Oaktree Shareholders will not cause (i) any Pappas Shareholder to be deemed to be an Affiliate of, or constitute a group or beneficially own of our Equity Securities beneficially owned by, the Oaktree Shareholders, or (ii) our Equity Securities held by the Oaktree Shareholders to be deemed to be subject to the provisions of the Pappas Shareholders Agreement.
Removed
Other Agreements All transactions involving the Pappas Shareholders or their Affiliates, on the one hand, and the Company or its Subsidiaries, on the other hand, will require Disinterested Director Approval; provided, that Disinterested Director Approval will not be required for pro rata participation in primary offerings of our Equity Securities based on number of outstanding Voting Securities held. 92 Table of Contents Corporate Opportunity From and after the date of the Pappas Shareholders Agreement and through and including the earliest of (a) the date of termination of the Pappas Shareholders Agreement and (b) the date that Petros Pappas ceases to be our Chief Executive Officer, if a Pappas Shareholder (or any Affiliate thereof) acquires knowledge of a potential dry bulk transaction or dry bulk matter which may, in such Pappas Shareholder’s good faith judgment, be a business opportunity for both such Pappas Shareholder and the Company (subject to certain exceptions), such Pappas Shareholder (and its Affiliate) has the duty to promptly communicate or offer such opportunity to the Company.
Removed
If we do not notify the applicable Pappas Shareholder within five business days following receipt of such communication or offer that it is interested in pursuing or acquiring such opportunity for itself, then such Pappas Shareholder (or its Affiliate) will be entitled to pursue or acquire such opportunity for itself.
Removed
Termination The Pappas Shareholders Agreement will terminate upon the earlier of (a) a liquidation, winding-up or dissolution of the Company and (b) the later of (x) such time as the Pappas Shareholders and their Affiliates in the aggregate beneficially own less than 5% of the outstanding our Voting Securities and (y) the date that is six months following the later of (i) the date Petros Pappas ceases to be the Chief Executive Officer or (ii) the date Mr.
Removed
Certain Definitions For purposes of this description of the Pappas Shareholders Agreement, the following definitions apply: “ Affiliate ” means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such first Person, where “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract, as trustee or executor or otherwise.
Removed
“ beneficial owner ” means a “beneficial owner”, as such term is defined in Rule 13d-3 under the Exchange Act; “beneficially own”, “beneficial ownership” and related terms shall have the correlative meanings. “ Company ” means Star Bulk Carriers Corp.
Removed
“ Contested Election ” means an election of Directors to the Board of Directors where one or more members of the slate of nominees put forward by the Nomination and Corporate Governance Committee is being opposed by one or more competing nominees.
Removed
“ Disinterested Director Approva l” means the approval of a majority of the Disinterested Directors (and the quorum requirements set forth in the Charter or bylaws of the Company shall be reduced to exclude any Directors that are not Disinterested Directors for purposes of such approval).
Removed
“ Disinterested Directors ” means any Directors who (a) are not Petros Pappas, any other Pappas Shareholder or any Affiliate of any Pappas Shareholder and (b) do not have any material business, financial or familial relationship with a party (other than the Company or its Subsidiaries) to the transaction or conduct that is the subject of the approval being sought.
Removed
Notwithstanding the foregoing, the agreements and relationships between the Pappas Shareholders and the Oaktree Shareholders shall not disqualify any Director designated by Oaktree from constituting a Disinterested Director (except if any such Oaktree designee is Mr. Petros Pappas, any Pappas Shareholder or any Affiliate thereof).
Removed
Notwithstanding anything to the contrary in the foregoing, any Oaktree designee shall be disqualified from constituting a Disinterested Director for purposes of the standstill provision.
Removed
“ Equity Securities ” means, with respect to any entity, all forms of equity securities in such entity or any successor of such entity (however designated, whether voting or non-voting), all securities convertible into or exchangeable or exercisable for such equity securities, and all warrants, options or other rights to purchase or acquire from such entity or any successor of such entity, such equity securities, or securities convertible into or exchangeable or exercisable for such equity securities, including, with respect to the Company, the Common Shares and Preferred Shares. 93 Table of Contents “ Voting Cap ” means, as of any date of determination, the number of Voting Securities of the Company equal to the product of (a) the total number of outstanding Voting Securities of the Company as of such date multiplied by (b) 14.9%.
Removed
Registration Rights Agreement and Related Registration Statements On July 11, 2014, Oaktree, affiliates of Mr. Petros Pappas and Monarch entered into the Registration Rights Agreement. As the Oaktree Shareholders beneficially owned less than 5% of the common shares outstanding of the Company as of July 2, 2024, the Registration Rights Agreement terminated with respect to Oaktree as of that date.
Removed
The Registration Rights Agreement provides affiliates of Mr. Petros Pappas with certain shelf registration rights in respect of any of our common shares held by them, subject to certain conditions, including those shares acquired in July 2014.
Removed
In addition, in the event that we register additional common shares for sale to the public, we are required to give notice to affiliates of Mr. Petros Pappas of our intention to effect such registration and, subject to certain limitations, we are required to include our common shares held by those holders in such registration.
Removed
We are required to bear the registration expenses, other than underwriting discounts and commissions and transfer taxes, if any, attributable to the sale of any holder’s securities pursuant to the Registration Rights Agreement.
Removed
The Registration Rights Agreement includes customary indemnification provisions in favor of the shareholders party thereto, any person who is or might be deemed a control person (within the meaning of the Securities Act, and the Exchange Act and related parties against certain losses and liabilities (including reasonable costs of investigation and legal expenses) arising out of or relating to any filing or other disclosure made by us under the securities laws relating to any such registration.
Removed
In 2018, the Registration Rights Agreement was amended in conjunction with the Augustea Vessel Acquisition to add Augustea and York as parties.
Removed
All ongoing and future transactions between us and any of our officers and directors or their respective affiliates, including loans by our officers and directors, if any, will be on terms believed by us to be no less favorable than are available from unaffiliated third parties, and such transactions or loans, including any forgiveness of loans, will require prior approval, in each instance, by a majority of our uninterested “independent” directors or the members of our Board of Directors who do not have an interest in the transaction, in either case who had access, at our expense, to our attorneys or independent legal counsel.
Removed
C. Interests of Experts and Counsel Not Applicable.

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