Costamare Bulkers Holdings Ltd SEC Filings

Costamare Bulkers Holdings Limited furnished a Form 6-K, providing a press release and a financial report for the third quarter and nine-month period ended September 30, 2025. The filing lists Exhibit 99.1 (press release) and Exhibit 99.2 (financial report).

The company states that Exhibit 99.2 will be incorporated by reference into its effective Form F-3 registration statement (File No. 333-287685), to the extent not superseded by later filings. This is an administrative update that makes the latest quarterly materials available to U.S. investors.

Costamare Bulkers Holdings Limited amended its Shareholders Rights Agreement to lower the trigger for a U.S. Person becoming an “Acquiring Person” to 5% ownership of common stock, subject to defined exceptions. The threshold for non‑U.S. Persons is unchanged.

The Board will also exempt certain existing U.S.-based passive investors that file on Schedule 13G, provided they remain eligible for 13G and do not beneficially own 6.5% or more. Existing U.S. holders at or above 5% as of the public announcement are grandfathered so long as they do not exceed their current percentage, subject to customary exceptions.

The Board approved the change to protect stockholder value following China’s Ministry of Transport announcement on special port fees for U.S.-linked vessels and related guidance, and to strengthen the Company’s response to potential U.S. Person accumulations. The Company is monitoring developments and expects to rescind the amendment and reinstate prior terms when the Board determines the changes are no longer necessary.

Konstantinos KonstantakopoulosCostamare Bulkers Holdings Ltd (CMDB). He reports beneficial ownership of 7,458,806 shares, representing 30.9% of the common stock, based on 24,119,963 shares outstanding. The event date is 10/16/2025.

The filing attributes his stake to direct and indirect holdings, including Kent Maritime Investments S.A. (2,985,999 shares; 12.4%), Costamare Shipping Company S.A. (846 shares; 0%), Longshaw Maritime Investments S.A. (945,318 shares; 3.9%), and one-half of the shares owned by Costamare Shipping Services Ltd. (731,950 shares; 3.0%). Voting and dispositive power are listed as sole for the reported amounts. The amendment also references recent transaction details in Exhibit 99.1.

Costamare Bulkers Holdings Limited (NYSE: CMDB) disclosed a governance-focused transaction: it entered a Stock Subscription Agreement under which Konstantinos Konstantakopoulos will purchase 235 shares of a new, high‑vote, non‑economic Series B Preferred Stock for an aggregate $235.

Each preferred share carries 50,000 votes on all shareholder matters but has no dividend or distribution rights and only par value upon liquidation. The move was established in connection with a October 10, 2025 announcement by China’s Ministry of Transport regarding special port fees for U.S.-linked vessels. Following completion, the Konstantakopoulos family (none are U.S. persons) will control approximately 76.4% of the Company’s voting rights, up from about 65%, helping ensure U.S. persons cannot control over 25% of voting power.

The Series B is redeemable at the Company’s option—exercisable solely by the independent directors—at $1 per share, and all rights automatically terminate on the fifth anniversary of issuance. The Audit Committee of independent, disinterested directors reviewed and unanimously recommended approval.

Amendment to Schedule 13D reports a 29.7% stake in Costamare Bulkers Holdings Ltd by Konstantinos Konstantakopoulos. The filing amends a prior Schedule 13D dated May 6, 2025 and shows aggregate beneficial ownership of 7,203,559 shares out of 24,240,982 shares outstanding. The total includes 2,985,999 shares held by Kent Maritime Investments S.A., 712,413 shares held by Longshaw Maritime Investments S.A., 846 shares held by Costamare Shipping Company S.A., and 709,608 shares representing half of the stock of Costamare Shipping Services Ltd., reflecting Konstantakopoulos’s direct and indirect holdings. The cover pages identify sources of funds and confirm the issuer’s principal office in Monaco.