Costamare Bulkers (CMDB) back in the black as voyage revenue jumps
Costamare Bulkers Holdings Limited reported a strong turnaround for the six months ended June 30, 2026. Total voyage revenue was $223,118, up from $155,866 in 2025, driven by higher time-charter and voyage-charter activity. The company moved from a net loss of $26,515 in 2025 to net income of $15,103 in 2026, with operating income of $21,026 versus an operating loss of $18,505 a year earlier, helped by a $7,741 gain on vessel sales and improved derivative results.
As of June 30, 2026, total assets were $920,809 and stockholders’ equity was $682,750, with long-term debt of $139,359 and cash, cash equivalents and restricted cash of $234,781. The company operated a fleet of 30 dry bulk vessels with about 2,665,394 DWT and had contracted minimum time-charter revenues of $85,353. It also chartered in 49 third-party vessels, recognizing right-of-use assets of $34,789 and lease liabilities of $34,321. Management noted Middle East geopolitical tensions but stated operations had not been materially affected as of the reporting date.
Positive
- Turned from a net loss of $26,515 in H1 2025 to net income of $15,103 in H1 2026, reflecting materially improved profitability.
- H1 2026 total voyage revenue increased to $223,118 from $155,866 in H1 2025, indicating strong top-line growth.
Negative
- None.
Filing Explained
121,018 shares were issued for fees, reducing existing holders’ percentage ownership absent offsets, and the F-3 linkage did not itself report a share sale.
Costamare Bulkers furnished unaudited interim financial statements for the six months ended
The disclosed registration action makes the interim information part of the F-3 filing, but this filing does not report an offering or sale under that registration statement.
The shares were issued to Costamare Services at a stated fair value of
The company agreed to sell the vessel Bermondi on
Key Figures
Key Terms
Spin-Off financial
Contracts of Affreightment financial
Forward Freight Agreements financial
Right-of-use assets financial
Environmental Credits and Environmental Credit Obligations regulatory
FAQ
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What are Costamare Bulkers’ (CMDB) lease and charter-in obligations?
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AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR
15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of August 2026
Commission File Number:
COSTAMARE BULKERS HOLDINGS LIMITED
(Translation of registrant’s name into English)
(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
Exhibit 99.1 to 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 |
Unaudited interim condensed consolidated financial statements of Costamare Bulkers Holdings Limited for the six-month period ended June 30, 2026, and the accompanying notes. |
| 101.INS | Inline XBRL Instance Document |
| 101.SCH | Inline XBRL Taxonomy Extension Schema |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
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: August 18, 2026
| COSTAMARE BULKERS HOLDINGS LIMITED |
||
| By: |
/s/ Gregory G. Zikos |
|
| Name: |
Gregory G. Zikos |
|
| Title: |
Chief Executive Officer |
|
COSTAMARE BULKERS HOLDINGS LIMITED
Consolidated Balance Sheets
As of December 31, 2025 and June 30, 2026
(Expressed in thousands of U.S. dollars)
| As of December 31, 2025 | As of June 30, 2026 | |||||||
| ASSETS | (Audited) | (Unaudited) | ||||||
| CURRENT ASSETS: | ||||||||
| Cash and cash equivalents (Note 1) | $ | $ | ||||||
| Restricted cash (Note 1) | ||||||||
| Margin deposits (Note 16) | ||||||||
| Accounts receivable, net (Note 3) | ||||||||
| Inventories (Note 4) | ||||||||
| Due from related parties (Note 3) | ||||||||
| Fair value of derivatives (Notes 16 and 18) | ||||||||
| Insurance claims receivable | ||||||||
| Vessel held for sale (Note 5) | ||||||||
| Prepayments and other assets | ||||||||
| Total current assets | ||||||||
| FIXED ASSETS, NET: | ||||||||
| Vessels, net (Note 5) | ||||||||
| Total fixed assets, net | ||||||||
| NON-CURRENT ASSETS: | ||||||||
| Deferred charges, net (Note 6) | ||||||||
| Operating leases, right-of-use assets (Note 8) | ||||||||
| Accounts receivable, non-current (Notes 3 and 5) | ||||||||
| Due from related parties, non-current (Note 3) | ||||||||
| Restricted cash, non-current (Note 1) | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| CURRENT LIABILITIES: | ||||||||
| Current portion of long-term debt, net of deferred financing costs (Note 7) | $ | $ | ||||||
| Operating lease liabilities, current portion (Note 8) | ||||||||
| Accounts payable | ||||||||
| Due to related parties (Note 3) | ||||||||
| Accrued liabilities | ||||||||
| Unearned revenue (Note 9) | ||||||||
| Fair value of derivatives (Notes 16 and 18) | ||||||||
| Other current liabilities | ||||||||
| Total current liabilities | ||||||||
| NON-CURRENT LIABILITIES: | ||||||||
| Long-term debt, net of current portion and deferred financing costs (Note 7) | ||||||||
| Operating lease liabilities, non-current portion (Note 8) | ||||||||
| Other non-current liabilities | ||||||||
| Total non-current liabilities | ||||||||
| COMMITMENTS AND CONTINGENCIES | - | - | ||||||
| STOCKHOLDERS’ EQUITY: | ||||||||
| Preferred stock (par value $0.0001, 100,000,000 preferred shares authorized, as of December 31, 2025 and June 30, 2026. 235 Series B Preferred shares issued and outstanding as of December 31, 2025 and June 30, 2026, respectively) (Note 11) | ||||||||
| Common stock (par value $0.0001, 1,000,000,000 common shares authorized as of December 31, 2025 and June 30, 2026. 24,362,000 and 24,483,018 shares issued; and 24,180,472 and 24,301,490 shares outstanding as of December 31, 2025 and June 30, 2026, respectively) (Note 11) | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ equity | ||||||||
| Total liabilities and stockholders’ equity | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited interim consolidated financial statements.
COSTAMARE BULKERS HOLDINGS LIMITED
Unaudited Consolidated Statements of Operations
For the six-month period ended June 30, 2025 and 2026
(Expressed in thousands of U.S. dollars, except share and per share data)
| For the six-month period ended June 30, | ||||||||
| 2025 | 2026 | |||||||
| REVENUES: | ||||||||
| Voyage revenue (Note 13) | $ | $ | ||||||
| Voyage revenue – related parties (Notes 3 and 13) | ||||||||
| Total voyage revenue | ||||||||
| EXPENSES: | ||||||||
| Voyage expenses | ( | ) | ( | ) | ||||
| Charter-in hire expenses | ( | ) | ( | ) | ||||
| Voyage expenses – related parties (Note 3) | ( | ) | ( | ) | ||||
| Vessels’ operating expenses | ( | ) | ( | ) | ||||
| General and administrative expenses | ( | ) | ( | ) | ||||
| Management and agency fees – related parties (Note 3) | ( | ) | ( | ) | ||||
| General and administrative expenses – related parties (Note 3) | ( | ) | ( | ) | ||||
| Amortization of dry-docking and special survey costs (Note 6) | ( | ) | ( | ) | ||||
| Depreciation (Note 5) | ( | ) | ( | ) | ||||
| Gain /(loss) on sale of vessels, net (Note 5) | ( | ) | ||||||
| Loss on vessels held for sale (Note 5) | ( | ) | ||||||
| Foreign exchange gains /(losses) | ( | ) | ||||||
| Operating Income/(Loss) | ( | ) | ||||||
| OTHER INCOME / (EXPENSES): | ||||||||
| Interest income | ||||||||
| Interest and finance costs (Note 14) | ( | ) | ( | ) | ||||
| Other, net (Note 17) | ( | ) | ||||||
| Gain / (loss) on derivative instruments, net (Note 16) | ( | ) | ||||||
| Total other expenses, net | ( | ) | ( | ) | ||||
| Net Income/ (Loss) | $ | ( | ) | $ | ||||
| Earnings/(losses) per common share, basic and diluted (Note 12) | $ | ( | ) | $ | ||||
| Weighted average number of shares, basic and diluted | ||||||||
The accompanying notes are an integral part of these unaudited interim consolidated financial statements.
COSTAMARE BULKERS HOLDINGS LIMITED
Unaudited Consolidated Statements of Comprehensive Income
For the six-month period ended June 30, 2025 and 2026
(Expressed in thousands of U.S. dollars, except share and per share data)
| For the six-month period ended June 30, | ||||||||
| 2025 | 2026 | |||||||
| Net income/ (loss) for the period | $ | ( | ) | $ | ||||
| Other comprehensive income/ (loss) | ||||||||
| Other comprehensive income/ (loss) for the period | $ | $ | ||||||
| Total comprehensive income / (loss) for the period | $ | ( | ) | $ | ||||
The accompanying notes are an integral part of these unaudited interim consolidated financial statements.
COSTAMARE BULKERS HOLDINGS LIMITED
Unaudited Consolidated Statements of Shareholders’ Equity
For the six-month period ended June 30, 2025 and 2026
(Expressed in thousands of U.S. dollars, except share and per share data)
| Preferred Stock (Series B) | Common Stock | Treasury Stock | ||||||||||||||||||||||||||||||||||
| # of Shares | Par value | # of Shares | Par value | # of Shares | Amount | Additional Paid-in Capital | Retained Earnings/ (Accumulated Deficit) | Total | ||||||||||||||||||||||||||||
| Balance, January 1, 2025 | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||
| -Capitalization at Spin-Off including issuance of common stock (Note 1) | ||||||||||||||||||||||||||||||||||||
| -Net loss | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| -Other comprehensive income/ (loss) | - | - | - | |||||||||||||||||||||||||||||||||
| Balance, June 30, 2025 | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||||||
| Balance, January 1, 2026 | $ | $ | ( | ) | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||||
| - Issuance of common stock (Notes 1, 3 and 11) | ||||||||||||||||||||||||||||||||||||
| -Net Income | - | - | - | |||||||||||||||||||||||||||||||||
| -Other comprehensive income/ (loss) | - | - | - | |||||||||||||||||||||||||||||||||
| Balance, June 30, 2026 | $ | $ | ( | ) | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited interim consolidated financial statements.
COSTAMARE BULKERS HOLDINGS LIMITED
Unaudited Consolidated Statements of Cash Flows
For the six-month period ended June 30, 2025 and 2026
(Expressed in thousands of U.S. dollars)
| For the six-month period ended June 30, | ||||||||
| 2025 | 2026 | |||||||
| Cash Flows from Operating Activities: | ||||||||
| Net income / (loss): | $ | ( | ) | $ | ||||
| Adjustments to reconcile net income / (loss) to net cash provided by operating activities: | ||||||||
| Depreciation | ||||||||
| Amortization and write-off of financing costs | ||||||||
| Amortization of deferred dry-docking and special survey costs | ||||||||
| Amortization of assumed time charter | ( | ) | ||||||
| Equity based payments | ||||||||
| Loss on derivative instruments, net | ||||||||
| (Gain) / loss on sale of vessels | ( | ) | ||||||
| Loss on vessels held for sale | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable and Margin deposits | ||||||||
| Due from related parties | ||||||||
| Inventories | ( | ) | ||||||
| Insurance claims receivable | ( | ) | ( | ) | ||||
| Prepayments and other assets | ( | ) | ||||||
| Accounts payable | ( | ) | ||||||
| Due to related parties | ||||||||
| Accrued liabilities | ( | ) | ( | ) | ||||
| Unearned revenue | ||||||||
| Other liabilities | ( | ) | ( | ) | ||||
| Dry-dockings | ( | ) | ( | ) | ||||
| Accrued charter revenue | ||||||||
| Net Cash provided by Operating Activities | ||||||||
| Cash Flows from Investing Activities: | ||||||||
| Proceeds from the settlement of insurance claims | ||||||||
| Cash acquired from acquisition of subsidiaries (Note 1) | ||||||||
| Advances for vessel acquisitions /Additions to vessel cost | ( | ) | ( | ) | ||||
| Proceeds from the sale of vessels, net | ||||||||
| Net Cash provided by Investing Activities | ||||||||
| Cash Flows from Financing Activities: | ||||||||
| Repayment of long-term debt | ( | ) | ( | ) | ||||
| Cash contribution in relation to the Spin-Off (Note 1) | ||||||||
| Net Cash provided by / (used in) Financing Activities | ( | ) | ||||||
| Net increase in cash, cash equivalents and restricted cash | ||||||||
| Cash, cash equivalents and restricted cash at beginning of the period | ||||||||
| Cash, cash equivalents and restricted cash at end of the period | $ | $ | ||||||
| Supplemental Cash Information: | ||||||||
| Unfavorable charter liability assumed | $ | $ | ( | ) | ||||
| Cash paid during the period for interest | $ | $ | ||||||
| Non-Cash Investing and Financing Activities: | ||||||||
| Right-of-use assets obtained in exchange for operating lease obligations | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited interim consolidated financial statements.
COSTAMARE BULKERS HOLDINGS LIMITED
Notes to Unaudited Consolidated Financial Statements
June 30, 2025 and 2026
(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)
1. Basis of Presentation and General Information:
The accompanying consolidated financial statements include the accounts of Costamare Bulkers Holdings Limited (“Costamare Bulkers”), a company organized under the laws of the Republic of the Marshall Islands on September 29, 2023, and its wholly-owned subsidiaries (collectively, the “Company”).
Costamare Inc. (“Costamare”), a publicly listed company on the New York Stock Exchange, subscribed on July 11, 2024 for and was issued
On April 17, 2025, the Board of Directors of Costamare approved the spin-off of its dry bulk business into a standalone company, Costamare Bulkers, by way of a pro rata distribution of Costamare Bulkers shares to Costamare shareholders (the “Spin-Off”). In connection with the Spin-Off, Costamare undertook a series of transactions and entered into various agreements effecting the separation of its dry bulk business as provided in the Separation and Distribution Agreement, which governs the relationship between the Company and Costamare and allocates between the two companies various assets, liabilities and obligations. Costamare Bulkers had previously acquired the shares of
On May 6, 2025, Costamare completed the Spin-Off of Costamare Bulkers and distributed to Costamare shareholders of record on April 29, 2025, on a pro rata basis, one common share of Costamare Bulkers for every
On September 26, 2025, the Company signed a Strategic Cooperation Agreement (the “Cooperation Agreement”) with Cargill International S.A. (“Cargill”). Pursuant to the Cooperation Agreement, the Company agreed to transfer to Cargill the majority of its operating platform trading book, including a majority of the third-party vessels chartered-in by CBI, cargo transportation commitments and derivative positions, held at the time the Cooperation Agreement was executed. The above-mentioned transfers were subject to the agreement of third parties, such as (among others) vessel owners from which CBI had chartered-in vessels, cargo owners with respect to cargo transportation commitments CBI had assumed and clearing members or exchanges through which derivative positions had been traded. Cargill also agreed to charter-in
As of June 30, 2026, the aggregate issued share capital of the Company was
COSTAMARE BULKERS HOLDINGS LIMITED
Notes to Unaudited Consolidated Financial Statements
June 30, 2025 and 2026
(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)
Revenues for the six-month periods ended June 30, 2025 and 2026, derived from significant charterers individually accounting for 10% or more of revenues (in percentages of total revenues) were as follows:
| 2025 | 2026 | |||||||
| A(*) | % | % | ||||||
| Total | % | % | ||||||
(*) Local Agency C - CBI charters-out vessels through Local Agency C in Singapore, which acts solely as agent, and further charters-out such vessels to other third-party charterers. All financial results passed back to CBI (Note 3(b)).
The reconciliation of the cash, cash equivalents and restricted cash at the end of the six-month periods ended June 30, 2025 and 2026 is presented in the table below:
| 2025 | 2026 | |||||||
| Reconciliation of cash, cash equivalents and restricted cash | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Restricted cash – current portion | ||||||||
| Restricted cash – non-current portion | ||||||||
| Total cash, cash equivalents and restricted cash | $ | $ | ||||||
The Company reports financial information and evaluates its operations and operating results by total charter revenues and profitability and not by the type of vessel, length of vessel employment, customer, type of charter or whether the vessel is owned or chartered-in. As a result, the Company’s management, including its Chief Executive Officer, who is the chief operating decision maker (“CODM”), assesses the Company’s performance based on consolidated net income, and thus, the Company has determined that it operates under one reportable segment, that of operating dry bulk vessels. The CODM manages the business on a consolidated basis and uses the net (loss)/income as reported on the consolidated statements of operations to allocate resources, make operating decisions and assess performance. The significant expense categories of our sole reportable segment are the voyage expenses, vessels’ operating expenses and charter-in hire expenses as reported on the consolidated statements of operations. Also, when the Company charters a vessel, the charterer is generally free to trade such vessel worldwide or within broad geographical limits and, therefore, the disclosure of geographical information is impracticable and the CODM does not assess performance by geographical areas.
U.S.‑Israeli strikes on Iran and Iran’s subsequent regional retaliation in early 2026 sharply destabilized the Middle East, creating the potential for significant disruptions across the shipping industry. As of the date of this report, the Company’s operations have not been materially affected by the conflict. The Company will continue to monitor and evaluate any potential direct or indirect negative effects of this situation on operations and the dry bulk markets and will provide further updates, including any changes to future estimates and assumptions, as warranted.
The accompanying unaudited interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial information. Accordingly, they do not include all the information and notes required by U.S. GAAP for annual financial statements. These statements and the accompanying notes should be read in conjunction with the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2025, filed with the SEC on March 30, 2026.
These unaudited interim condensed consolidated financial statements have been prepared on the same basis as the Company’s annual consolidated financial statements and, in the opinion of management, reflect all adjustments, consisting of only normal recurring adjustments, considered necessary for a fair presentation of the Company’s financial position, results of operations and cash flows for the periods presented. Operating results for the six-month period ended June 30, 2026, are not necessarily indicative of the results that might be expected for the fiscal year ending December 31, 2026.
COSTAMARE BULKERS HOLDINGS LIMITED
Notes to Unaudited Consolidated Financial Statements
June 30, 2025 and 2026
(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)
2. Significant Accounting Policies and Recent Accounting Pronouncements:
A discussion of the Company’s significant accounting policies and the recent accounting pronouncements can be found in Note 2 of the Company’s Consolidated Financial Statements included in the Annual Report on Form 20-F for the year ended December 31, 2025. There have been no material changes to these policies in the six-month period ended June 30, 2026, except as discussed below:
Recent Accounting Pronouncements
In May 2026, the FASB issued ASU 2026-02, “Environmental Credits and Environmental Credit Obligations” (Topic 818). This guidance establishes recognition, measurement, presentation and disclosure requirements for all entities that generate, purchase, or receive environmental credits or have a regulatory compliance obligation that may be settled with environmental credits. This guidance is required to be adopted by the Company in the first quarter of 2028 on a retrospective basis. The Company is evaluating the impact this guidance may have on its consolidated financial statements and related disclosures.
3. Transactions with related parties
(a) Costamare Shipping Company S.A. (“Costamare Shipping”) and Costamare Shipping Services Ltd. (“Costamare Services”): Costamare Shipping is a ship management company controlled by Mr. Konstantinos Konstantakopoulos, a major shareholder of the Company. Costamare Shipping provides the Company with commercial, technical and other management services pursuant to a Framework Agreement dated May 6, 2025 (the “Framework Agreement”), and separate ship management agreements with the relevant vessel owning subsidiaries. Costamare Services, a company controlled by Mr. Konstantakopoulos and a member of his family, provides, pursuant to a Services Agreement dated May 6, 2025 (the “Services Agreement”), the Company’s vessel-owning subsidiaries with chartering, sale and purchase, insurance and certain representation and administrative services. Costamare Shipping and Costamare Services are not part of the consolidated group of the Company.
Pursuant to the Framework Agreement and the Services Agreement, Costamare Shipping and Costamare Services receive (i) for each vessel, a daily fee of $
The Company may terminate the Framework Agreement and the Services Agreement, subject to a termination fee, by providing written notice to Costamare Shipping or Costamare Services, as applicable, at least
Management fees charged by Costamare Shipping in the six-month periods ended June 30, 2025 and 2026, amounted to $
COSTAMARE BULKERS HOLDINGS LIMITED
Notes to Unaudited Consolidated Financial Statements
June 30, 2025 and 2026
(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)
The balance due to Costamare Shipping as of December 31, 2025 and June 30, 2026 amounted to $
(b) Local Agencies: Costamare Bulkers Services GmbH (“Local Agency A”), a company incorporated under the laws of the Republic of Germany, Costamare Bulkers Services ApS (“Local Agency B”), a company incorporated under the laws of the Kingdom of Denmark and Costamare Bulkers Services Co., Ltd (“Local Agency D”), a company incorporated under the laws of Japan, are controlled by Konstantinos Konstantakopoulos, a major shareholder of the Company. Costamare Bulkers Services Pte. Ltd. (“Local Agency C” and together with Local Agency A, Local Agency B and Local Agency D, the “Local Agencies”), a company incorporated under the laws of the Republic of Singapore, is controlled by the Company’s Chief Executive Officer. CBI entered into separate Agency Agreements with Local Agency A, Local Agency B and Local Agency C on November 14, 2022, as most recently amended and restated on May 6, 2025, and with Local Agency D on November 20, 2023 as most recently amended and restated on May 6, 2025 (each, an “Agency Agreement”), for the provision of chartering and other services on a cost basis (including all expenses related to the provision of the services) plus a mark-up, which is currently set at
(c) Navilands Bulker Management Ltd., (‘‘Navilands’’) and Navilands Maritime Services Ltd. (“Navilands Maritime”): Navilands and Navilands Maritime are controlled by Mr. Konstantinos Konstantakopoulos, a major shareholder of the Company. Certain of the Company’s vessel-owning subsidiaries appointed Navilands as managers to provide their vessels, together with Costamare Shipping, with technical, crewing, commercial, provisioning, bunkering, sale and purchase, accounting and insurance services pursuant to separate ship-management or crew management agreements between each of the Company’s vessel-owning subsidiaries and Navilands.
During the six-month periods ended June 30, 2026 and 2025, Navilands charged management fees of $
COSTAMARE BULKERS HOLDINGS LIMITED
Notes to Unaudited Consolidated Financial Statements
June 30, 2025 and 2026
(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)
(d) Payment undertaking and Intercreditor agreement with Neptune Maritime Leasing Limited: Neptune Maritime Leasing Limited (“NML”), a subsidiary of Costamare, has acquired from third parties (the “Buyers”), by way of a five-year sale and leaseback transaction four handysize bulkers sold by certain subsidiaries of the Company (the “Sellers”). A portion of the sale price has been deferred (Note 5), which amount is due and payable by the Buyers to NML upon the termination of the lease financing (the “Backend Fee”). NML has agreed to pay to the Sellers any amount of the Backend Fee received from the Buyers and to enter into an intercreditor agreement with the Sellers whereby the Sellers have agreed to subordinate their claims to those of NML in connection with the lease financing.
4. Inventories:
Inventories in the accompanying consolidated balance sheets relate to bunkers and lubricants on board the vessels.
5. Vessels, net:
The amounts in the accompanying consolidated balance sheets are as follows:
| Vessel Cost | Accumulated | Net Book | ||||||||||
| Balance, January 1, 2026 | $ | $ | ( | ) | $ | |||||||
| Vessels acquisitions and other vessels’ costs | - | |||||||||||
| Depreciation | - | ( | ) | ( | ) | |||||||
| Vessel sales, transfers and other movements | ( | ) | ( | ) | ||||||||
| Balance, June 30, 2026 | $ | $ | ( | ) | $ | |||||||
During the six-month period ended June 30, 2026, the Company agreed to acquire the 2018-built, secondhand dry bulk vessel Astros (ex. Koushun), with a DWT capacity of
During the six-month period ended June 30, 2025, the Company agreed to acquire the 2012-built, secondhand dry bulk vessel Imperator with a DWT capacity of
During the six-month period ended June 30, 2026, the Company sold the dry bulk vessels Clara and Miracle with an aggregate DWT capacity of
During the six-month period ended June 30, 2025, the Company sold the dry bulk vessels Rose and Resource and recognized an aggregate net loss of $
In addition, the Company completed the sales of the dry bulk vessels Acuity, Verity, Equity and Parity during September and October 2025, and recorded part of the sale on credit, which is receivable in five years. As of December 31, 2025 and June 30, 2026, the Company recognized an amount of $
On June 25, 2026, the Company agreed to sell the dry bulk vessel Bermondi and the Company concluded that all the criteria required by the relevant accounting standard, ASC 360-10-45-9, for the classification of the vessel as “held for sale” were met. An amount of $
COSTAMARE BULKERS HOLDINGS LIMITED
Notes to Unaudited Consolidated Financial Statements
June 30, 2025 and 2026
(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)
On June 18, 2025 and June 23, 2025, the Company agreed to sell the dry bulk vessels Pythias and Bernis, respectively. The Company concluded that all the criteria required by the relevant accounting standard, ASC 360-10-45-9, for the classification of the vessels as “held for sale” were met. The difference between the estimated fair value less cost to sell the vessels and the vessels’ carrying value, amounting to $
During the six-month periods ended June 30, 2025 and 2026, the Company did not record any impairment loss in relation to its vessels.
As of June 30, 2026,
6. Deferred Charges, net:
Deferred charges, net include the unamortized dry-docking and special survey costs. The amounts in the accompanying consolidated balance sheets are as follows:
| Balance, January 1, 2026 | $ | |||
| Additions | ||||
| Amortization | ( | ) | ||
| Write-off and other movements | ( | ) | ||
| Balance, June 30, 2026 | $ |
During the six-month period ended June 30, 2026, three vessels underwent and completed their dry-docking and special surveys. During the six-month period ended June 30, 2025, one vessel was in the process of completing her dry-docking and special survey. The amortization of the dry-docking and special survey costs is separately reflected in the accompanying consolidated statements of operations.
7. Long-Term Debt:
The amounts shown in the accompanying consolidated balance sheets consist of the following:
| Borrower(s) | December 31, 2025 | June 30, 2026 | ||||||||
| Term Loans: | ||||||||||
| 1 | Adstone Marine Corp. et al. | $ | $ | |||||||
| 2 | Silkstone Marine Corp. et al. | |||||||||
| 3 | Andati Marine Corp. et al. | |||||||||
| 4 | Archet Marine Corp. et al. | |||||||||
| 5 | Costamare Bulkers Ships Inc. | |||||||||
| Total long-term debt | $ | $ | ||||||||
| Less: Deferred financing costs | ( | ) | ( | ) | ||||||
| Total long-term debt, net | $ | $ | ||||||||
| Less: Long-term debt current portion | ( | ) | ( | ) | ||||||
| Add: Deferred financing costs, current portion | ||||||||||
| Total long-term debt, non-current, net | $ | $ | ||||||||
COSTAMARE BULKERS HOLDINGS LIMITED
Notes to Unaudited Consolidated Financial Statements
June 30, 2025 and 2026
(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)
1. On December 2, 2024, Adstone Marine Corp., along with several other subsidiaries of the Company, entered into a loan agreement with a bank for an amount of up to $
2. On December 9, 2024, Silkstone Marine Corp. along with two more subsidiaries of the Company entered into a loan agreement with a bank for an amount of up to $
3. On December 12, 2024, Andati Marine Corp along with several other subsidiaries of the Company entered into a loan agreement with a bank for an amount of up to $
4. On December 20, 2024, Archet Marine Corp along with several other subsidiaries of the Company entered into a loan agreement with a bank for an amount of up to $
5. On April 16, 2025, CBSI entered into a loan agreement with a bank for an amount of up to $
The term loans discussed above bear interest at Term Secured Overnight Financing Rate (“SOFR”) plus a spread and are secured by, inter alia, (a) first-priority mortgages over the financed vessels, (b) first priority assignments of all insurances and earnings of the mortgaged vessels and (c) corporate guarantees of the Company or CBSI or certain of their subsidiaries, as the case may be. The loan agreements contain usual ship finance covenants, including restrictions as to changes in management and ownership of the vessels, as to additional indebtedness and as to further mortgaging of vessels, as well as minimum requirements regarding hull Value Maintenance Clauses in the range of
COSTAMARE BULKERS HOLDINGS LIMITED
Notes to Unaudited Consolidated Financial Statements
June 30, 2025 and 2026
(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)
The annual repayments under the Term Loans after June 30, 2026, giving effect to the prepayment of the term loan discussed in Note 7.2 are in the aggregate as follows:
| 12-month period ending June 30 | Amount | |||
| 2027 | $ | |||
| 2028 | ||||
| 2029 | ||||
| 2030 | ||||
| 2031 | ||||
| 2032 and thereafter | ||||
| Total | $ | |||
The interest rate of the Term Loans as of December 31, 2025 and June 30, 2026 was in the range
Total interest expense incurred on long-term debt for the six-month periods ended June 30, 2026 and 2025, amounted to $
The amounts of financing costs included in the loan balances are as follows:
| Balance, January 1, 2026 | $ | |||
| Additions | ||||
| Amortization and write-off | ( | ) | ||
| Balance, June 30, 2026 | $ | |||
| Less: Current portion of financing costs | ( | ) | ||
| Financing costs, non-current portion | $ |
Financing costs represent legal fees and fees paid to the lenders for the arrangement of the Company’s financing. The amortization and write-off of loan financing costs is included in Interest and finance costs in the accompanying consolidated statements of operations (Note 14).
8. Operating lease Right-of-Use Assets and Liabilities:
The Company, upon the acquisition of CBI on May 6, 2025 (Note 1), recognized existing Right-of-use assets and related lease liabilities at carrying values as at that date. During the six-month period ended June 30, 2026, the Company chartered-in
COSTAMARE BULKERS HOLDINGS LIMITED
Notes to Unaudited Consolidated Financial Statements
June 30, 2025 and 2026
(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)
| 12-month period ending June 30, | Amount | |||
| 2027 | $ | |||
| 2028 | ||||
| 2029 | ||||
| 2030 | ||||
| 2031 | ||||
| Total | $ | |||
| Discount based on incremental borrowing rate | ( | ) | ||
| Operating lease liabilities, including current portion | $ | |||
9. Unearned Revenue:
Unearned revenue amounting to $
10. Commitments and Contingencies
(a) Time charters: As of June 30, 2026, future minimum contractual time charter revenues assuming
| 12-month period ending June 30, | Amount | |||
| 2027 | $ | |||
| 2028 | ||||
| Total | $ | |||
The above calculation includes the time charter arrangements of the Company’s vessels in operation as of June 30, 2026, but excludes the time charter arrangements for
(b) Charter-in commitments: The Company within its context of operations has entered into a charter-in arrangement with unrelated third parties for one vessel that is currently under construction. Such lease payments of approximately $
(c) Other: Various claims, suits, and complaints, including those involving government regulations, arise in the ordinary course of the shipping business. In addition, losses may arise from disputes with charterers, agents or suppliers relating to the Company’s vessels. The Company accrues for the cost of environmental liabilities when management becomes aware that a liability is probable and is able to reasonably estimate the probable exposure. The Company is covered for liabilities associated with the vessels’ operations up to the customary limits provided by the Protection and Indemnity (“P&I”) Clubs, members of the International Group of P&I Clubs. The Company is involved in certain routine, non-material commercial claims, principally relating to contractual disputes with certain of our charterers and owners of vessels in the CBI fleet. The related legal proceedings are at various stages of resolution. Currently, management is not aware of any such claims not covered by insurance or of any contingent liabilities, which should be disclosed, or for which a provision has not been established in the accompanying consolidated financial statements.
COSTAMARE BULKERS HOLDINGS LIMITED
Notes to Unaudited Consolidated Financial Statements
June 30, 2025 and 2026
(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)
11. Stockholders’ Equity
| (a) | Common Stock: During the six-month period ended June 30, 2025, the Company issued : (i) |
As of June 30, 2026, the aggregate issued share capital was
| (b) | Preferred Stock: On October 15, 2025, the Company entered into a Stock Subscription Agreement with Konstantinos Konstantakopoulos, pursuant to which Konstantinos Konstantakopoulos purchased |
12. Earnings / (losses) per share
All common shares issued are Costamare Bulkers common stock and have equal rights to vote and participate in dividends.
| For the six-month period ended June 30, | ||||||||
| 2025 | 2026 | |||||||
| Net income / (loss) | $ | ( | ) | $ | ||||
| Weighted average number of common shares, basic and diluted | ||||||||
| Earnings / (losses) per common share, basic and diluted | $ | ( | ) | $ | ||||
13. Total Voyage Revenues:
The following table shows the total voyage revenues earned from time charters and voyage charters during the six-month periods ended June 30, 2026 and 2025:
| For the six-month period ended June 30, | ||||||||
| 2025 | 2026 | |||||||
| Time charters | $ | $ | ||||||
| Time charters – related parties (Note 3) | ||||||||
| Voyage charters and Contracts of Affreightment | ||||||||
| Voyage charters and Contracts of Affreightment – related parties (Note 3) | ||||||||
| Total | $ | $ | ||||||
COSTAMARE BULKERS HOLDINGS LIMITED
Notes to Unaudited Consolidated Financial Statements
June 30, 2025 and 2026
(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)
14. Interest and Finance Costs:
The Interest and finance costs in the accompanying consolidated statements of operations are as follows:
| For the six-month period ended June 30, | ||||||||
| 2025 | 2026 | |||||||
| Interest expense | $ | $ | ||||||
| Amortization and write-off of financing costs | ||||||||
| Bank charges and other financing costs | ||||||||
| Total | $ | $ | ||||||
15. Taxes:
Under the laws of the countries of incorporation of the vessel-owning companies and/or of the countries of registration of the vessels, the companies are not subject to tax on international shipping income; however, they are subject to registration and tonnage taxes, which are included in Vessel operating expenses in the accompanying consolidated statements of operations. The Company believes that CBI, which is engaged in the dry bulk operating platform business is not subject to tax on its income in its country of incorporation.
The subsidiaries of the Company with vessels that have called on the United States during the relevant year of operation are obliged to file tax returns with the Internal Revenue Service. The applicable tax is
16. Derivatives:
(a) Bunker swap agreements: As of December 31, 2025 and June 30, 2026, the Company had a series of bunker swap agreements, none of which qualify for hedge accounting. Following ASC 815 provisions and on the basis that enforceable master netting arrangement exists, the Company adopted net presentation for the assets and liabilities of these instruments. The fair value of these derivatives outstanding as of December 31, 2025, and June 30, 2026, amounted to a liability of $
(b) EUA futures: As of December 31, 2025 and June 30, 2026, the Company had a series of EUA futures, none of which qualify for hedge accounting. Following ASC 815 provisions and on the basis that enforceable master netting arrangement exists, the Company adopted net presentation for the assets and liabilities of these instruments. The fair value of these derivatives outstanding as of December 31, 2025 and June 30, 2026, amounted to an asset of $
(c) Forward Freight Agreements (“FFAs”) and FFA put options: As of December 31, 2025 and June 30, 2026, the Company had a series of FFAs, none of which qualify for hedge accounting. The fair value of these derivatives outstanding as of December 31, 2025 and June 30, 2026 amounted to a net liability of $
COSTAMARE BULKERS HOLDINGS LIMITED
Notes to Unaudited Consolidated Financial Statements
June 30, 2025 and 2026
(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)
(d) Foreign Currency options: As of June 30, 2026, the Company entered into six Euro/U.S. dollar currency options totaling $
As of December 31, 2025, the Company entered into
The following tables present, as of June 30, 2026 and December 31, 2025, gross and net derivative assets and liabilities by contract type:
| June 30, 2026 | ||||||||
| Derivatives | Derivatives | |||||||
| Assets-Current | Assets-Non-Current | |||||||
| FFAs* | $ | $ | ||||||
| FFAs put options* | ||||||||
| Bunker swaps* | ||||||||
| EUA Futures* | ||||||||
| Foreign currency options | ||||||||
| Total gross derivative contracts | $ | $ | ||||||
| Amounts offset | ||||||||
| Counterparty netting* | ( | ) | ||||||
| Total derivative assets, June 30, 2026 | $ | $ | ||||||
| Derivatives | Derivatives | |||||||
| Liabilities-Current | Liabilities-Non-Current | |||||||
| FFAs* | $ | ( | ) | $ | ||||
| FFAs put options* | ( | ) | ||||||
| Bunker swaps* | ( | ) | ||||||
| Total gross derivative contracts | $ | ( | ) | $ | ||||
| Amounts offset | ||||||||
| Counterparty netting* | ||||||||
| Total derivative liabilities, June 30, 2026 | $ | ( | ) | $ | ||||
* The Company has adopted net presentation for assets and liabilities related to FFA derivative instruments, EUA futures and bunker swaps.
COSTAMARE BULKERS HOLDINGS LIMITED
Notes to Unaudited Consolidated Financial Statements
June 30, 2025 and 2026
(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)
| December 31, 2025 | ||||||||
| Derivatives | Derivatives | |||||||
| Assets-Current | Assets-Non-Current | |||||||
| FFAs* | $ | $ | ||||||
| Bunker swaps* | ||||||||
| EUA Futures* | ||||||||
| Foreign currency options | ||||||||
| Total gross derivative contracts | $ | $ | ||||||
| Amounts offset | ||||||||
| Counterparty netting* | ( | ) | ||||||
| Total derivative assets, December 31, 2025 | $ | $ | ||||||
| Derivatives | Derivatives | |||||||
| Liabilities-Current | Liabilities-Non-Current | |||||||
| FFAs* | $ | ( | ) | $ | ||||
| Bunker swaps | ( | ) | ||||||
| Bunker swaps* | ( | ) | ||||||
| Total gross derivative contracts | $ | ( | ) | $ | ||||
| Amounts offset | ||||||||
| Counterparty netting* | ||||||||
| Total derivative liabilities, December 31, 2025 | $ | ( | ) | $ | ||||
* The Company has adopted net presentation for assets and liabilities related to FFA derivative instruments, EUA futures and bunker swaps.
| Derivatives Not Designated as Hedging Instruments under ASC 815
| |||||||||
| Location of Gain / (Loss) Recognized in Gain / (loss) on derivative instruments, net | Amount of Gain / (Loss) Recognized in Gain / (loss) on derivative instruments, net | ||||||||
| Six-month period ended June 30, | |||||||||
| 2025 | 2026 | ||||||||
| Bunker swap agreements | Gain / (loss) on derivative instruments, net | $ | $ | ||||||
| EUA Futures | Gain / (loss) on derivative instruments, net | ( | ) | ( | ) | ||||
| Forward Freight Agreements | Gain / (loss) on derivative instruments, net | ( | ) | ( | ) | ||||
| FFAs put options | Gain / (loss) on derivative instruments, net | ||||||||
| Foreign currency options | Gain / (loss) on derivative instruments, net | ( | ) | ||||||
| Total | $ | ( | ) | $ | |||||
COSTAMARE BULKERS HOLDINGS LIMITED
Notes to Unaudited Consolidated Financial Statements
June 30, 2025 and 2026
(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)
17. Other, net
“Other, net” includes losses of $
18. Financial Instruments:
(a) Interest rate risk: The Company’s interest rates and loan repayment terms are described in Note 7.
(b) Concentration of credit risk: Financial instruments which potentially subject the Company to significant concentrations of credit risk consist principally of cash and cash equivalents, margin deposits, accounts receivable, net (included in current and non-current assets), derivative contracts (foreign currency options, FFAs, FFA put options, bunkers swap agreements and EUA futures), seller’s credit in relation to the sale of
(c) Fair value: The carrying amounts reflected in the accompanying consolidated balance sheet of cash and cash equivalents, restricted cash, accounts receivable, net, margin deposits, accounts payable and due from/ to related parties, approximate their respective fair values due to the short maturity. The fair value of long-term bank loans with variable interest rates approximates the recorded values, generally due to their variable interest rates. The fair value of the FFAs, FFAs put options, the bunker swap agreements, EUA futures and foreign currency options discussed in Note 16 are determined through Level 2 of the fair value hierarchy as defined in FASB guidance for Fair Value Measurements and are derived principally from publicly available market data.
The fair value of the FFAs, FFAs put options, the EUA futures, bunker swap agreements and foreign currency options discussed in Note 16 determined through Level 2 of the fair value hierarchy as of December 31, 2025 and June 30, 2026, amounted to a net liability of $
The following tables summarize the hierarchy for determining and disclosing the fair value of assets and liabilities by valuation technique on a recurring basis as of the valuation date:
| December 31, 2025 | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Unobservable Inputs (Level 3) | |||||||||||||
| Recurring measurements: | ||||||||||||||||
| Forward Freight Agreements - liability position | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||
| EUA futures - asset position | ||||||||||||||||
| Foreign currency options - asset position | ||||||||||||||||
| Bunker swap agreements - liability position | ( | ) | ( | ) | ||||||||||||
| Total | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||
COSTAMARE BULKERS HOLDINGS LIMITED
Notes to Unaudited Consolidated Financial Statements
June 30, 2025 and 2026
(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)
| June 30, 2026 | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Unobservable Inputs (Level 3) | |||||||||||||
| Recurring measurements: | ||||||||||||||||
| Forward Freight Agreements – asset position | $ | $ | $ | $ | ||||||||||||
| FFAs put options - asset position | ||||||||||||||||
| EUA futures –asset position | ||||||||||||||||
| Foreign currency options - asset position | ||||||||||||||||
| Bunker swap agreements – liability position | ( | ) | ( | ) | ||||||||||||
| Total | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||
Assets measured at fair value on a non-recurring basis:
In the course of Held for sale classification of the vessels Pythias and Bernis that took place in June 2025, the Company performed fair value measurements of these vessels amounting to $
19. Subsequent events
| (a) | Vessel sale: On August 17, 2026, the dry bulk vessel Bermondi (Note 5) was delivered to her buyers. On July 16, 2026, pursuant to the sale of the vessel Bermondi, the Company prepaid the amount of $ |