[6-K] Costamare Bulkers Holdings Ltd Current Report (Foreign Issuer)

Rhea-AI Filing Summary

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.

Insights

Corporate governance analyst

Rights plan now triggers at 5% for U.S. Persons, with targeted exemptions.

The amendment tightens the rights plan by defining U.S. Persons as Acquiring Persons at 5% beneficial ownership, while leaving non‑U.S. thresholds unchanged. It includes a grandfather clause for existing U.S. holders at or above 5% and a carve‑out for Schedule 13G passive investors up to 6.5%, preserving passive capital while deterring rapid, influential stakes.

The stated rationale links to China’s special port fee measures affecting U.S.-linked vessels, signaling a desire to manage ownership dynamics that might influence regulatory adherence. Actual effects depend on holder behavior and evolving regulations. The Company indicates it may rescind the amendment when the Board deems it unnecessary.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR
15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of October 2025

Commission File Number: 001-42581

COSTAMARE BULKERS HOLDINGS LIMITED
(Translation of registrant’s name into English)

7 rue du Gabian, MC 98000 Monaco
 (Address of principal executive office)

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

Form 20-F  ☒          Form 40-F  ☐

INCORPORATION BY REFERENCE

The information contained in this Report on Form 6-K shall be incorporated by reference into our registration statement on Form F-3, as filed with the U.S. Securities and Exchange Commission on May 30, 2025 (File No. 333-287685), to the extent not superseded by information subsequently filed or furnished (to the extent we expressly state that we incorporate such furnished information by reference) by us under the Securities Act of 1933 or the Securities Exchange Act of 1934, in each case as amended.

EXHIBIT INDEX

99.1 First Amendment, dated as of October 21, 2025, to Shareholders Rights Agreement, dated as of April 16, 2025, by and between Costamare Bulkers Holdings Limited and Equiniti Trust Company, LLC

Monaco, October 21, 2025 – On October 21, 2025, Costamare Bulkers Holdings Limited (the “Company”) (NYSE: CMDB) entered into a First Amendment (the “Amendment”) to the Shareholders Rights Agreement, dated as of April 16, 2025, by and between the Company and Equiniti Trust Company, LLC, as rights agent (the “Rights Agreement”). The Amendment modifies the definition of Acquiring Person to provide that, subject to certain exceptions, the Rights (as defined in the Rights Agreement) become exercisable upon a “U.S. Person” (as defined below) becoming the beneficial owner of 5% or more of the Company’s common stock then outstanding. For non-U.S. Persons, the triggering threshold remains unchanged. “U.S. Person” is generally defined to mean any person who or which is, or the ultimate parent or beneficial owner of such person who or which is, organized under the laws of the United States of America or any State of the United States of America (or in the case of a natural person, is a legal resident thereof), except as may be exempted by the Board. Any U.S. person that beneficially owned 5% or more of Company's common stock as of the public announcement of the Amendment will not be deemed to be an Acquiring Person so long as such person does not exceed its existing percentage ownership (other than subject to customary exceptions).

In addition, in connection with the entry into the Amendment, the Board of Directors (the “Board”) of the Company will grant an exemption from the definition of U.S. Persons any existing U.S.-based shareholders who or which (i) currently beneficially own 5% or more of the Company’s common stock (as evidenced by such holder’s public filings as filed with the U.S. Securities and Exchange Commission as of the public announcement of the Amendment) and (ii) are passive investors that have reported and are entitled to report beneficial ownership under Schedule 13G under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), but only so long as such holder is eligible to report ownership on Schedule 13G under the Exchange Act and such holder has not reported and is not required to report such ownership on Schedule 13D under the Exchange Act and such holder does not hold shares of the Company’s common stock on behalf of any other person who is required to report on Schedule 13D under the Exchange Act (an “Existing U.S. Passive Investor”), but solely to the extent such holder does not beneficially own 6.5% or more of the Company’s common stock.

The Rights Agreement otherwise remains unmodified and continues in full force and effect in accordance with its terms.

The Board approved the entry into the Amendment in an effort to protect stockholder value in light of recent developments arising from the announcement on October 10, 2025 by the Ministry of Transport of the People’s Republic of China relating to the collection of special port fees from US-linked vessels and the subsequent regulations and guidance promulgated related thereto, and to strengthen the Company’s ability to respond to any U.S. Persons who may seek to acquire an ownership interest in the Company in order to influence the Company’s ability to adhere to such regulations and guidance. The Company is closely monitoring the ongoing regulatory developments referenced above and currently expects to rescind the Amendment and reinstate the prior terms of the Rights Agreement if and once the Board determines that such changes are no longer necessary.

The foregoing is a summary of the terms of the Amendment, does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is attached as Exhibit 99.1 and incorporated by reference into this report.

Forward-Looking Statements

This report contains “forward-looking statements”. In some cases, you can identify these statements by forward-looking words such as “believe”, “intend”, “anticipate”, “estimate”, “project”, “forecast”, “plan”, “potential”, “may”, “should”, “could”, “expect” and similar expressions. You should not place undue reliance on these statements. These statements are not historical facts but instead represent only the Company’s beliefs regarding future results, many of which, by their nature, are inherently uncertain and outside of the Company’s control. It is possible that actual results may differ, possibly materially, from those anticipated in these forward-looking statements. For a discussion of some of the risks and important factors that could affect future results, see the discussion in the Company’s Registration Statement on Form 20-F (File No. 001-42581).

SIGNATURES

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

Date: October 21, 2025

	COSTAMARE BULKERS HOLDINGS LIMITED
	By:	/s/ Gregory G. Zikos
		Name:	Gregory G. Zikos
		Title:	Chief Executive Officer

FAQ

What did CMDB change in its Shareholders Rights Agreement?

The trigger for a U.S. Person to become an Acquiring Person is now set at 5% beneficial ownership of common stock, with certain exceptions.

Does the new 5% trigger apply to non-U.S. Persons of CMDB?

No. For non‑U.S. Persons, the triggering threshold remains unchanged under the existing rights plan.

Are any U.S. shareholders exempt under the amendment for CMDB?

Yes. Existing U.S. holders at or above 5% as of the announcement are grandfathered if they don’t increase their percentage, subject to exceptions.

How are passive investors treated under the CMDB amendment?

U.S.-based Schedule 13G passive investors may be exempt so long as they remain 13G‑eligible and do not beneficially own 6.5% or more.

Why did CMDB adopt this change now?

The Board cited China’s special port fees for U.S.-linked vessels and related guidance, aiming to protect stockholder value and manage potential U.S. Person accumulations.

Could CMDB’s Board reverse the amendment?

Yes. The Company expects to rescind it and reinstate prior terms once the Board determines the changes are no longer necessary.

Is this 6-K incorporated by reference into CMDB’s shelf?

Yes. The report is incorporated by reference into the Company’s Form F‑3 (File No. 333-287685), to the extent not superseded.