Costamare Bulkers (NYSE: CMDB) Q1 2026 results and spin-off context

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

6-K

Rhea-AI Filing Summary

Costamare Bulkers Holdings Limited reports unaudited results for the three months ended March 31, 2026, alongside predecessor carve-out financials for earlier periods. The company generated voyage revenues of $111.5 million in 2026 and earned net income of $9.9 million, reflecting its first full quarters after the dry bulk spin-off from Costamare Inc.

As of March 31, 2026, total assets were $902.9 million, including $255.1 million of cash and cash equivalents and a dry bulk fleet of 29 owned vessels. Long-term debt stood at $143.0 million before deferred financing costs, while stockholders’ equity was $676.5 million. The company also has time-charter revenue backlog and capital commitments tied to vessel acquisitions, and notes that Middle East geopolitical tensions had not materially affected operations as of the reporting date.

Insights

Costamare Bulkers shows profitable early post–spin-off operations with moderate leverage.

The 2026 quarter shows a functioning post-spin structure: voyage revenues of $111.5M and net income of $9.9M. Cash and cash equivalents of $255.1M against long-term debt of $143.0M (before costs) indicate a solid liquidity buffer.

Results blend owned-vessel income with charter-in activity, plus gains on vessel sales and derivatives. Operating lease liabilities of $20.6M and active FFA, bunker and currency derivatives add complexity and exposure to freight and fuel markets. Future performance will depend on freight rates, execution of charter-in commitments, and dry bulk market conditions.

Key Figures

Voyage revenue: $111.5M Net income: $9.9M Cash and cash equivalents: $255.1M +5 more

8 metrics

Voyage revenue $111.5M Three months ended March 31, 2026

Net income $9.9M Three months ended March 31, 2026

Cash and cash equivalents $255.1M As of March 31, 2026

Total term loans $143.0M Outstanding as of March 31, 2026, before deferred costs

Stockholders’ equity $676.5M As of March 31, 2026

Owned dry bulk vessels 29 vessels, 2,605,097 DWT Fleet size as of March 31, 2026

Time-charter backlog $97.3M Future minimum contractual revenues after March 31, 2026

Capital commitments $20.6M Balance payable for vessel Koushun as of March 31, 2026

Key Terms

Spin-Off, forward freight agreements, time charters, operating lease liabilities, +2 more

6 terms

Spin-Off financial

"On May 6, 2025, Costamare completed the Spin-Off of Costamare Bulkers..."

A spin-off happens when a company creates a new, independent business by separating part of itself, like splitting off a division into its own company. This often happens so the new company can focus better on its own goals or attract different investors. It matters because it can lead to more growth opportunities and clearer focus for both companies.

forward freight agreements financial

"CBI ... enters into contracts of affreightment and forward freight agreements (“FFAs”)..."

Forward freight agreements (FFAs) are contracts that let buyers and sellers lock in the price of transporting goods by sea for future dates, similar to agreeing today on the fare for a future taxi ride. They matter to investors because they provide a way to hedge against or bet on changes in shipping costs, which can affect the profitability of shipping companies, commodity traders, and firms that rely on global transport, and they also signal market expectations about future shipping demand.

time charters financial

"CBI chartered-in 50 third-party dry bulk vessels on period time charters..."

Time charters are contracts in which a ship owner rents a vessel to a renter for a set period of time; the renter directs where the ship goes and pays for fuel and voyage costs, while the owner provides the crew and handles maintenance. Investors care because time charters turn uncertain spot-market sales into more predictable revenue and cash flow, reducing near-term exposure to volatile freight rates—like renting a truck for months instead of selling single deliveries.

operating lease liabilities financial

"Operating lease liabilities, current portion ... Operating lease liabilities, non-current portion..."

Long-term lease payments a company is legally committed to because it rents assets such as offices, factories, or equipment; under modern accounting rules these future rent obligations are recorded on the balance sheet as liabilities. Investors care because operating lease liabilities act like debt that drains future cash, affects measures of leverage and borrowing capacity, and can change profitability and valuation — think of them as a company’s large, ongoing rent payments that limit its financial flexibility.

margin deposits financial

"As of March 31, 2026, the Company has deposited cash collateral ... recorded within Margin deposits..."

bunker swap agreements financial

"As of December 31, 2025 and March 31, 2026, the Company had a series of bunker swap agreements..."

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Form 6-K: How Foreign Companies Report to the SEC →

06/02/2026 - 06:46 AM

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 June 2026

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

Exhibits 99.1 and 99.2 to this Report on Form 6-K shall be incorporated by reference into our registration statements 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 three-month period ended March 31, 2026, and the accompanying notes.
99.2	Unaudited interim predecessor combined carve-out financial statements of Costamare Bulkers Holdings Limited for the three-month period ended March 31, 2025, and the accompanying notes.

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: June 2, 2026


	COSTAMARE BULKERS HOLDINGS LIMITED

	By:		/s/ Gregory G. Zikos
	Name:		Gregory G. Zikos
	Title:		Chief Executive Officer

Exhibit 99.1

COSTAMARE BULKERS HOLDINGS LIMITED

Consolidated Balance Sheets

As of December 31, 2025 and March 31, 2026

(Expressed in thousands of U.S. dollars)

	As of December 31, 2025			As of March 31, 2026
ASSETS	(Audited)			(Unaudited)
CURRENT ASSETS:
Cash and cash equivalents (Note 1)	$	211,845		$	255,105
Margin deposits (Note 16)		10,825			10,148
Accounts receivable, net (Note 3)		22,597			13,607
Inventories (Note 4)		14,217			14,569
Due from related parties (Note 3)		4,444			4,322
Fair value of derivatives (Notes 16 and 18)		268			2,673
Insurance claims receivable		4,785			4,567
Prepayments and other assets		24,668			17,273
Total current assets		293,649			322,264
FIXED ASSETS, NET:
Vessels and advances, net (Note 5)		565,547			527,379
Total fixed assets, net		565,547			527,379
NON-CURRENT ASSETS:
Deferred charges, net (Note 6)		18,357			22,160
Operating leases, right-of-use assets (Note 8)		41,667			21,216
Accounts receivable, non-current (Notes 3 and 5)		5,503			5,586
Due from related parties, non-current (Note 3)		1,050			975
Restricted cash, non-current (Note 1)		3,650			3,350
Total assets	$	929,423		$	902,930
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt, net of deferred financing costs (Note 7)	$	14,995		$	13,962
Operating lease liabilities, current portion (Note 8)		39,155			20,648
Accounts payable		26,028			26,260
Due to related parties (Note 3)		5,145			4,815
Accrued liabilities		9,732			11,134
Unearned revenue (Note 9)		11,911			6,725
Fair value of derivatives (Notes 16 and 18)		825			-
Other current liabilities		15,385			14,439
Total current liabilities		123,176			97,983
NON-CURRENT LIABILITIES:
Long-term debt, net of current portion and deferred financing costs (Note 7)		140,599			127,401
Other non-current liabilities		-			1,026
Total non-current liabilities		140,599			128,427
COMMITMENTS AND CONTINGENCIES		-			-
STOCKHOLDERS’ EQUITY:
Preferred stock (par value $0.0001, 100,000,000 preferred shares authorized, as of December 31, 2025 and March 31, 2026. 235 Series B Preferred shares issued and outstanding as of December 31, 2025 and March 31, 2026, respectively.) (Note 11)		-			-
Common stock (par value $0.0001, 1,000,000,000 common shares authorized as of December 31, 2025 and March 31, 2026. 24,362,000 and 24,422,509 shares issued; and 24,180,472 and 24,240,981 shares outstanding as of December 31, 2025 and March 31, 2026, respectively) (Note 11)		2			2
Additional paid-in capital		702,992			703,928
Accumulated deficit		(37,346	)		(27,410	)
Total stockholders’ equity		665,648			676,520
Total liabilities and stockholders’ equity	$	929,423		$	902,930

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

COSTAMARE BULKERS HOLDINGS LIMITED

Unaudited Consolidated Statements of Income

For the three-month period ended March 31, 2025 and 2026

(Expressed in thousands of U.S. dollars, except share and per share data)

	For the three-month period ended March 31,
	2025		2026
REVENUES:
Voyage revenue (Note 13)	$	-	$	103,963
Voyage revenue – related parties (Notes 3 and 13)		-		7,545
Total voyage revenue		-		111,508

EXPENSES:
Voyage expenses		-		(22,977	)
Charter-in hire expenses		-		(45,976	)
Voyage expenses – related parties (Note 3)		-		(793	)
Vessels’ operating expenses		-		(16,709	)
General and administrative expenses		-		(1,607	)
Management and agency fees – related parties (Note 3)		-		(5,421	)
General and administrative expenses – related parties (Note 3)		-		(1,603	)
Amortization of dry-docking and special survey costs (Note 6)		-		(1,607	)
Depreciation (Note 5)		-		(8,645	)
Gain on sale of vessels, net (Note 5)		-		7,741
Foreign exchange losses		-		(74	)
Operating Income		-		13,837

OTHER INCOME / (EXPENSES):
Interest income		18		1,643
Interest and finance costs (Note 14)		-		(2,635	)
Other, net (Note 17)		-		(5,250	)
Gain on derivative instruments, net (Note 16)		-		2,341
Total other income / (expenses), net		18		(3,901	)
Net Income	$	18	$	9,936

Earnings per common share, basic and diluted (Note 12)	$	1.80	$	0.41
Weighted average number of shares, basic and diluted		10,000		24,181,817

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 three-month period ended March 31, 2025 and 2026

(Expressed in thousands of U.S. dollars, except share and per share data)

	For the three-month period ended March 31,
	2025		2026
Net income for the period	$	18	$	9,936
Other comprehensive income/ (loss)		-		-
Other comprehensive income/ (loss) for the period	$	-	$	-
Total comprehensive income for the period	$	18	$	9,936

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 three-month period ended March 31, 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		-	$	-		10,000	$	-		-		$	-	$	-	$	-		$	-
-Net income		-		-		-		-		-			-		-		18			18
-Other comprehensive income/ (loss)		-		-		-		-		-			-		-		-			-
Balance, March 31, 2025		-	$	-		10,000	$	-		-		$	-	$	-	$	18		$	18


Balance, January 1, 2026		235	$	-		24,362,000	$	2		(181,528	)	$	-	$	702,992	$	(37,346	)	$	665,648
- Issuance of common stock (Notes 1, 3 and 11)		-		-		60,509		-		-			-		936		-			936
-Net Income		-		-		-		-		-			-		-		9,936			9,936
-Other comprehensive income/ (loss)		-		-		-		-		-			-		-		-			-
Balance, March 31, 2026		235	$	-		24,422,509	$	2		(181,528	)	$	-	$	703,928	$	(27,410	)	$	676,520

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 three-month period ended March 31, 2025 and 2026

(Expressed in thousands of U.S. dollars)


	For the three-month period ended March 31,
	2025			2026
Cash Flows from Operating Activities:
Net income :	$	18		$	9,936
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		-			8,645
Amortization and write-off of financing costs		-			328
Amortization of deferred dry-docking and special survey costs		-			1,607
Equity based payments		-			936
Gain on derivative instruments, net		-			(3,229	)
Gain on sale of vessels		-			(7,741	)
Changes in operating assets and liabilities:
Accounts receivable and Margin deposits		2			9,584
Due from related parties		-			197
Inventories		-			(352	)
Insurance claims receivable		-			(360	)
Prepayments and other assets		(26	)		10,452
Accounts payable		-			232
Due to related parties		-			(330	)
Accrued liabilities		26			1,401
Unearned revenue		-			(5,186	)
Other liabilities		-			(1,033	)
Dry-dockings		-			(6,154	)
Net Cash provided by Operating Activities		20			18,933
Cash Flows from Investing Activities:
Proceeds from the settlement of insurance claims		-			578
Advances for vessel acquisitions /Additions to vessel cost		-			(5,723	)
Proceeds from the sale of vessels, net		-			43,731
Net Cash provided by Investing Activities		-			38,586
Cash Flows from Financing Activities:
Repayment of long-term debt		-			(14,559	)
Net Cash used in Financing Activities		-			(14,559	)
Net increase in cash, cash equivalents and restricted cash		20			42,960
Cash, cash equivalents and restricted cash at beginning of the period		2,104			215,495
Cash, cash equivalents and restricted cash at end of the period	$	2,124		$	258,455

Supplemental Cash Information:
Cash paid during the period for interest	$	-		$	2,107

Non-Cash Investing and Financing Activities:
Right-of-use assets obtained in exchange for operating lease obligations	$	-		$	7,879

The accompanying notes are an integral part of unaudited interim consolidated financial statements.

COSTAMARE BULKERS HOLDINGS LIMITED

Notes to Unaudited Consolidated Financial Statements

March 31, 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 10,000 shares of the capital stock of Costamare Bulkers at a par value of $0.0001 per share, making Costamare the sole shareholder of the Company. On July 15, 2024, Costamare Bulkers subscribed for and was issued one share of the capital stock of Costamare Bulkers Ships Inc. (“CBSI”), a company organized under the laws of the Republic of the Marshall Islands, at a par value of $1 per share, making Costamare Bulkers the sole shareholder of CBSI.

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 67 wholly-owned subsidiaries from Costamare. Among these, 38 subsidiaries owned dry bulk vessels, 17 had previously owned and sold or had entered into agreements to sell their dry bulk vessels, and 12 were designated for future dry bulk vessel acquisitions. Following the acquisition, Costamare Bulkers contributed all 67 subsidiaries to its wholly-owned subsidiary, CBSI. In connection with the Spin-off and in accordance with the Separation and Distribution Agreement, Costamare also contributed $100,000 in cash to Costamare Bulkers, prepaid $150,225 in bank loans associated with the Costamare Bulkers business, and settled or extinguished all intercompany balances between Costamare and the Company.

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 five Costamare common shares (24,022,218 Costamare Bulkers shares were distributed to the Costamare shareholders). On the same day, Costamare Bulkers acquired the shares of Costamare Bulkers Inc. (“CBI”) from Costamare and a minority shareholder. CBI, a dry bulk operating platform, charters-in and charters-out dry bulk vessels, enters into contracts of affreightment and forward freight agreements (“FFAs”) and may also utilize hedging solutions. The shares of Costamare Bulkers began “regular way” trading on the New York Stock Exchange on May 7, 2025. The Spin-Off was considered as a nonreciprocal transfer from Costamare to Costamare Bulkers and was accounted for at the carrying amounts of the net assets of the businesses transferred.

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 derivatives positions had been traded. Cargill also agreed to charter-in four additional Supramax vessels from the Costamare Bulkers’ owned fleet on a time charter basis for a period of four to six months. As of March 31, 2026, only one of the chartered-in vessels included in the Cooperation Agreement remained to be transferred to Cargill via novation agreement (Note 17) and the transfer of FFA positions along with cargo transportation commitments had also been completed.

As of March 31, 2026, the aggregate issued share capital of the Company was 24,422,509 common shares, of which 24,240,981 common shares were outstanding. Members of the Konstantakopoulos Family owned, directly or indirectly, approximately 65.8% of the outstanding common shares, in the aggregate as of that date. The Company owned a fleet of 29 dry bulk vessels with a total carrying capacity of approximately 2,605,097 of dead-weight tonnage (“DWT”), through wholly-owned subsidiaries, as of March 31, 2026. In addition, as of March 31, 2026, Costamare Bulkers had 67 wholly-owned subsidiaries incorporated in the Republic of Liberia and two incorporated in the Republic of the Marshall Islands.

COSTAMARE BULKERS HOLDINGS LIMITED

Notes to Unaudited Consolidated Financial Statements

March 31, 2025 and 2026

(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)

Revenues for the three-month period ended March 31, 2026, derived from significant charterers individually accounting for 10% or more of revenues (in percentages of total revenues) were as follows:

	2026
A		12	%
B		10	%
Total		22	%

The reconciliation of the cash, cash equivalents and restricted cash at the end of the three-month periods ended March 31, 2025 and 2026 is presented in the table below:

	2025		2026
Reconciliation of cash, cash equivalents and restricted cash
Cash and cash equivalents	$	174	$	255,105
Restricted cash – current portion		1,950		-
Restricted cash – non-current portion		-		3,350
Total cash, cash equivalents and restricted cash	$	2,124	$	258,455

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 income 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 income. 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 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 three-month period ended March 31, 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

March 31, 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 three-month period ended March 31, 2026.

3. Transactions with related parties

Pursuant to the Framework Agreement and the Services Agreement, Costamare Shipping and Costamare Services receive (i) for each vessel, a daily fee of $1.020 and $0.510 for any vessel subject to a bareboat charter, prorated for the calendar days the Company owned each vessel and for the three-month period following the date of the sale of a vessel, (ii) a flat fee of $840 for the supervision of the construction of any newbuild vessel contracted by the Company, (iii) a fee of 1.25% on all gross freight, demurrage, charter hire, ballast bonus or other income earned with respect to each vessel in the Company’s fleet and (iv) a quarterly fee of $667 plus the value of 60,509 shares which Costamare Services may elect to receive in kind. Fees under (i) and (ii) and the quarterly fee under (iv) are annually adjusted upwards to reflect any strengthening of the Euro against the U.S. dollar and/or material unforeseen cost increases.

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 12 months before the end of the subsequent one-year term. The termination fee is equal to the lesser of (a) ten and (b) the number of full years remaining prior to December 31, 2040, times the aggregate fees due and payable to Costamare Shipping or Costamare Services, as applicable, during the 12-month period ending on the date of termination (without taking into account any reduction in fees under the Framework Agreement to reflect that certain obligations have been delegated to a sub-manager); provided that the termination fee will always be at least two times the aggregate fees over the 12-month period described above.

Management fees charged by Costamare Shipping in the three-month period ended March 31, 2026, amounted to $2,452, and are included in “Management and agency fees -related parties” in the accompanying consolidated statements of income. The amounts received by Costamare Shipping include amounts paid to third-party managers of $560 for the three-month period ended March 31, 2026. In addition, for the three-month period ended March 31, 2026, (i) Costamare Shipping and Costamare Services charged $492, representing a fee of 1.25% on all gross revenues, as provided in the Framework Agreement and the Services Agreement, as applicable, which is included in “Voyage expenses-related parties” in the accompanying consolidated statements of income and (ii) Costamare Services charged $667, which is included in “General and administrative expenses – related parties” in the accompanying consolidated statements of income and $936, representing the fair value of 60,509 shares issued during the three-month period ended March 31, 2026, which is included in “General and administrative expenses – related parties” in the accompanying consolidated statement of income for the three-month period ended March 31, 2026. In accordance with the management agreements with third-party managers, third-party managers have been provided with the amount of $50 per vessel as working capital security. As of December 31, 2025, the working capital security was $1,600 in aggregate, out of which $750 are included in “Accounts receivable, net” and $850 are included in “Accounts receivable, non-current” in the accompanying consolidated balance sheet. As of March 31, 2026, the working capital security was $950 in aggregate, out of which $150 are included in “Accounts receivable, net” and $800 are included in “Accounts receivable, non-current” in the accompanying consolidated balance sheet.

The balance due from Costamare Shipping at March 31, 2026 amounted to $1,075 and is included in “Due from related parties” in the accompanying consolidated balance sheet. The balance due to Costamare Shipping at December 31, 2025 amounted to $1,226 and is included in “Due to related parties” in the accompanying consolidated balance sheet. The balance due from Costamare Services at March 31, 2026, amounted to $1,289 and is included in “Due from related parties” in the accompanying consolidated balance sheet. The balance due to Costamare Services at December 31, 2025, amounted to $129 and is included in “Due to related parties” in the accompanying consolidated balance sheet.

COSTAMARE BULKERS HOLDINGS LIMITED

Notes to Unaudited Consolidated Financial Statements

March 31, 2025 and 2026

(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)

(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 the 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 11%. CBI may charter out its vessels to Local Agency C, as shippers in Asia and the Australia-Pacific region prefer to deal with a chartering company based in Singapore. Local Agency C does not receive any commissions whatsoever for such arrangements, as it is acting in the circumstances as a “paying/receiving agent” for CBI. All the economic results of the relevant charter-out arrangements by Local Agency C are passed onto CBI on a back-to-back basis, including any address commissions received by Local Agency C. During the three-month period ended March 31, 2026, CBI has charged Local Agency C an amount of $7,545 for chartering-in vessels (on voyage charter basis) from CBI which is included in “Voyage revenue – related parties” in the accompanying consolidated statements of income, and Local Agency C has charged CBI an amount of $301 for address commission which is included in “Voyage expenses – related parties” in the accompanying consolidated statements of income. During the three-month period ended March 31, 2026, the Local Agencies charged CBI with aggregate agency fees of $2,441, which are included in “Management and agency fees-related parties” in the accompanying consolidated statements of income. The balance due from Local Agency C, as of December 31, 2025 and March 31, 2026, amounted to $4,444 and $1,883, respectively, (out of which an amount of $3,540 and $979 relates to Local Agency C’s chartering-in vessels activity from CBI) and is included in “Due from related parties” in the accompanying consolidated balance sheets. The balance due to Local Agencies A, B and D, as of December 31, 2025 and March 31, 2026, amounted to $1,498 and $1,824, respectively, and is included in “Due to related parties” in the accompanying consolidated balance sheets.

(c) Navilands Bulker Management Ltd., (‘‘Navilands’’), Navilands (Shanghai) Bulkers Management Ltd. (‘‘Navilands (Shanghai)’’) and Navilands Maritime Services Ltd. (“Navilands Maritime”): Navilands, Navilands (Shanghai) and Navilands Maritime are controlled by Mr. Konstantinos Konstantakopoulos, a major shareholder of the Company. Starting in February 2024, 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 agreements between each of the Company’s vessel-owning subsidiaries and Navilands. For certain vessels, Navilands has subcontracted certain services to and has entered into sub-management agreements with Navilands (Shanghai). During the three-month period ended March 31, 2026, Navilands and Navilands (Shanghai) charged management fees of $528 in the aggregate, which are included in “Management and agency fees-related parties” in the accompanying consolidated statements of income. As of March 31, 2026, the working capital security paid by the Company to Navilands was $1,050 in aggregate, out of which $75 is included in “Due from related parties, current” and $975 is included in “Due from related parties, non-current” in the accompanying consolidated balance sheet. The balance due to Navilands as of December 31, 2025 and March 31, 2026, amounted to $2,292 and $2,991, respectively, and is included in “Due to related parties” in the accompanying consolidated balance sheet. Starting in January 2026, the vessel-owning subsidiaries have appointed Navilands Maritime to provide purchasing services and support services in relation to vessel maintenance, repairs and dry-docking as requested. During the three-month period ended March 31, 2026, Navilands Maritime charged the Company with $9 subscription fees for the services provided during that period, which are included in “Vessels’ operating expenses” in the accompanying 2026 statement of income.

(d) Payment undertaking and Intercreditor agreement with Neptune Maritime Leasing Limited: Neptune Maritime Leasing Limited (“NML”), a subsidiary of Costamare, has provided financing by means of a five-year sale and leaseback transaction relating to the acquisition by third parties (the “Buyers”) of 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.

COSTAMARE BULKERS HOLDINGS LIMITED

Notes to Unaudited Consolidated Financial Statements

March 31, 2025 and 2026

(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)

5. Vessels and advances, net:

The amounts in the accompanying consolidated balance sheets are as follows:

	Vessel Cost			Accumulated Depreciation			Net Book Value
Balance, January 1, 2026	$	592,601		$	(27,054	)	$	565,547
Vessels acquisitions, advances and other vessels’ costs		5,723			-			5,723
Depreciation		-			(8,645	)		(8,645	)
Vessel sales, transfers and other movements		(37,296	)		2,050			(35,246	)
Balance, March 31, 2026	$	561,028		$	(33,649	)	$	527,379

During the three-month period ended March 31, 2026, the Company agreed to acquire the 2018-built, secondhand dry bulk vessel Koushun (tbr. Astros), with a DWT capacity of 60,297, which was delivered during the second quarter of 2026 (Note 19(a)).

During the three-month period ended March 31, 2026, the Company sold the dry bulk vessels Clara and Miracle with an aggregate DWT capacity of 237,200 and recorded an aggregate gain of $7,741, which is separately reflected in “Gain on sale of vessels, net” in the accompanying 2026 consolidated statement of income.

In addition, the Company sold the dry bulk vessels Acuity, Verity, Equity and Parity during September 2025 and October 2025, and recorded part of the sale on credit, which is receivable in five years. As of December 31, 2025 and March 31, 2026, the Company recognized an amount of $4,500 as seller’s credit, which bears interest, in relation to the four vessels (Acuity, Verity, Equity and Parity), which is included in Accounts receivable, non-current in the accompanying consolidated balance sheets. During the three-month period ended March 31, 2026, the Company recorded accrued interest income of $133, which is included in Interest income in the accompanying 2026 consolidated statement of income.

As of March 31, 2026, 27 of the Company’s vessels, with a total carrying value of $476,544, have been provided as collateral to secure the long-term debt discussed in Note 7. This excludes two unencumbered vessels.

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	$	18,357
Additions		6,154
Amortization		(1,607	)
Write-off and other movements		(744	)
Balance, March 31, 2026	$	22,160

During the three-month period ended March 31, 2026, two vessels underwent and completed their dry-docking and special surveys and 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 income.

COSTAMARE BULKERS HOLDINGS LIMITED

Notes to Unaudited Consolidated Financial Statements

March 31, 2025 and 2026

(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)

7. Long-Term Debt:

The amounts shown in the accompanying consolidated balance sheets consist of the following:

	Borrower(s)	December 31, 2025			March 31, 2026
	Term Loans:
1	Adstone Marine Corp. et al.	$	67,247		$	54,871
2	Silkstone Marine Corp. et al.		13,108			12,708
3	Andati Marine Corp. et al.		42,992			41,891
4	Archet Marine Corp. et al.		19,195			18,799
5	Costamare Bulkers Ships Inc.		15,013			14,727
	Total long-term debt	$	157,555		$	142,996
	Less: Deferred financing costs		(1,961	)		(1,633	)
	Total long-term debt, net	$	155,594		$	141,363
	Less: Long-term debt current portion		(15,671	)		(14,545	)
	Add: Deferred financing costs, current portion		676			583
	Total long-term debt, non-current, net	$	140,599		$	127,401

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 $150,147 in order to refinance existing facilities at that time. On December 3, 2024, the amount of $147,709 was drawn down. On April 24, 2025, the amount of $61,668 was prepaid (Note 1). On August 12, 2025, the Company prepaid the amount of $3,405.9 due to the sale of one of the vessels being financed via this term loan (Note 5). On February 6, 2026, and March 4, 2026, the Company prepaid (i) the amount of $3,458.4 and (ii) the amount of $7,273.3 due to the sale of two of the vessels being financed via this term loan (Note 5). As of March 31, 2026, the outstanding balance of $54,871 is repayable in 15 equal quarterly installments of $1,452.3, from June 2026 to December 2029 with an aggregate balloon payment of $33,086.8 that is payable together with the last installment.

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 $34,911 in order to refinance one term loan and to finance the acquisition of a secondhand dry bulk vessel. On December 10, 2024, the amount of $34,611 was drawn down. On April 24, 2025, the amount of $19,360 was prepaid (Note 1). As of March 31, 2026, the outstanding balance of $12,708 is repayable in 15 equal quarterly installments of $400.3, from June 2026 to December 2029 with an aggregate balloon payment of $6,704 that is payable together with the last installment.

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 $84,931 in order to refinance three existing facilities at that time. On December 12, 2024, the amount of $84,931 was drawn down in three tranches. On April 24, 2025, the aggregate amount of $20,278 was prepaid (Note 1). On July 24, 2025, the Company prepaid the amount of $4,137.5 due to the sale of one of the vessels being financed via this term loan. On September 2 and 12, 2025, the Company prepaid (i) the amount of $1,222.9 due to the sale of one of the vessels being financed via this term loan (Note 5) and (ii) the amount of $10,360.6 due to the sale of two of the vessels being financed via this term loan (Note 5). As of March 31, 2026, the total outstanding balance of the three Tranches of $41,891 is repayable in 15 equal quarterly installments of $1,100.9, from June 2026 to December 2029 with an aggregate balloon payment of $25,377.2 that is payable together with the last installment.

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 $72,000 in order to refinance existing indebtedness at that time and to finance the acquisition of a secondhand dry bulk vessel. On December 20, 2024, the amount of $72,000 was drawn down in two tranches. On April 24, 2025, the aggregate amount of $48,919 was prepaid (Note 1). On June 30, 2025, the Company prepaid the amount of $1,230.7 due to the sale of one of the vessels being financed via this term loan. As of March 31, 2026, the outstanding balance of Tranche A of $5,778 is repayable in 15 equal quarterly installments of $133.4 from June 2026 to December 2029 and a balloon payment of $3,777 that is payable together with the last installment. As of March 31, 2026, the outstanding balance of Tranche B of $13,021 is repayable in 19 equal quarterly installments of $262.5 from June 2026 to December 2030 and a balloon payment of $8,034 that is payable together with the last installment.

COSTAMARE BULKERS HOLDINGS LIMITED

Notes to Unaudited Consolidated Financial Statements

March 31, 2025 and 2026

(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)

5. On April 16, 2025, CBSI entered into a loan agreement with a bank for an amount of up to $100,000 to partly finance future dry bulk vessels’ acquisitions. On July 9, 2025, the amount of $15,300 was drawn down in order to finance the acquisition cost of one dry bulk vessel. As of March 31, 2026, the outstanding balance of $14,727 is repayable in 22 equal quarterly installments of $286.9 from April 2026 to July 2031 and a balloon payment of $8,415 that is payable together with the last installment.

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 115% to 120%, restrictions on dividend payments if an event of default has occurred and is continuing or would occur as a result of the payment of such dividend and may also require the Company to maintain minimum liquidity, minimum net worth and leverage ratios, as defined.

The annual repayments under the Term Loans after March 31, 2026 are in the aggregate as follows:

12-month period ending March 31	Amount
2027	$	14,545
2028		14,545
2029		14,545
2030		80,403
2031		9,969
2032 and thereafter		8,989
Total	$	142,996

The interest rate of the Term Loans as of December 31, 2025 and March 31, 2026 was in the range 5.29% – 5.54% and 5.25% – 5.31%, respectively. The weighted average interest rate of the Term Loans as of December 31, 2025 and March 31, 2026 was 5.4% and 5.3%, respectively.

Total interest expense incurred on long-term debt for the three-month period ended March 31, 2026, amounted to $2,033 (Note 14).

The amounts of financing costs included in the loan balances are as follows:

Balance, January 1, 2026	$	1,961
Additions		-
Amortization and write-off		(328	)
Balance, March 31, 2026	$	1,633
Less: Current portion of financing costs		(583	)
Financing costs, non-current portion	$	1,050

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 income (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 three-month period ended March 31, 2026, the Company chartered-in 36 third-party vessels on short/medium/long-term time charters. The carrying value of Right-of-use assets recognized in connection with the time charter-in vessel arrangements as of March 31, 2026, amounted to $21,216. The carrying value of the operating lease liabilities recognized in connection with the time charter-in vessel arrangements as of March 31, 2026, amounted to $20,648. To determine the operating lease liability at each lease commencement, the Company used incremental borrowing rates since the rates implicit in each lease were not readily determinable. For the operating charter-in arrangements that commenced during the three-month period ended March 31, 2026, the Company used the incremental borrowing rate of 5.04% and the respective weighted average remaining lease term as of March 31, 2026 was 0.91 years. The payments required to be made after March 31, 2026 for the outstanding operating lease liabilities of the time charter-in vessel agreements with an initial term exceeding 12 months, recognized on the balance sheet, are as follows:

12-month period ending March 31,	Amount
2027	$	22,154
Total	$	22,154
Discount based on incremental borrowing rate		(1,506	)
Operating lease liabilities, including current portion	$	20,648

COSTAMARE BULKERS HOLDINGS LIMITED

Notes to Unaudited Consolidated Financial Statements

March 31, 2025 and 2026

(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)

9. Unearned Revenue:

Unearned revenue amounting to $11,911 and $6,725, as presented in the accompanying consolidated balance sheet as of December 31, 2025 and as of March 31, 2026, respectively, reflects cash received prior to the balance sheet date for which all criteria to recognize as revenue have not been met.

10. Commitments and Contingencies

(a) Time charters: As of March 31, 2026, future minimum contractual time charter revenues assuming 365 revenue days per annum per vessel and the earliest redelivery dates possible, based on vessels’ committed, non-cancellable, time charter contracts, are as follows:

12-month period ending March 31,	Amount
2027	$	95,184
2028		2,094
Total	$	97,278

The above calculation includes the time charter arrangements of the Company’s vessels in operation as at March 31, 2026, but excludes the time charter arrangements for 17 vessels in operation for which their time charter rate is index linked. These arrangements as of March 31, 2026, have remaining terms of up to 15 months.

(b) Capital commitments: Capital commitments of the Company as at March 31, 2026 were $20,560, in relation to the balance amount payable for the acquisition cost of the vessel Koushun (tbr. Astros) (Notes 5 and 19(a)).

(c) Charter-in commitments: The Company within its context of operations has entered into charter-in arrangements with unrelated third parties for the vessels that are currently under construction. Such lease payments of approximately $62.0 million are payable in varying amounts, from the second quarter of 2026 until the third quarter of 2033.

(d) 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 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. 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. 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

March 31, 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 three-month period ended March 31, 2026, the Company issued 60,509 shares at par value of $0.0001 to Costamare Services pursuant to the Services Agreement (Note 3). The fair value of such shares was calculated based on the closing trading price at the date of issuance. There were no share-based payment awards outstanding during the three-month period ended March 31, 2026.

As of March 31, 2026, the aggregate issued share capital was 24,422,509 common shares at par value of $0.0001 of which 24,240,981 common shares were outstanding.

(b)

Preferred Stock: On October 15, 2025, the Company entered into a Stock Subscription Agreement with Konstantinos Konstantakopoulos, pursuant to which Konstantinos Konstantakopoulos purchased 235 shares of Series B Preferred Stock (the “Series B Preferred Stock”), par value $0.0001 per share, for an aggregate purchase price of $0.2. The Series B Preferred Stock do not have any dividend or distribution rights. Each Series B Preferred Stock entitles its holder to 50,000 votes on all matters submitted to a vote of the shareholders. All shares of Series B Preferred Stock are subject to redemption by the Company at its sole discretion at any time for a redemption price equal to $1 per share.

12. Earnings per share

All common shares issued are Costamare Bulkers common stock and have equal rights to vote and participate in dividends.

	For the three-month period ended March 31,
	2025		2026
Net income	$	18	$	9,936
Weighted average number of common shares, basic and diluted		10,000		24,181,817
Earnings per common share, basic and diluted	$	1.80	$	0.41

13. Total Voyage Revenues:

The following table shows the total voyage revenues earned from time charters and voyage charters during the three-month period ended March 31, 2026:

	For the three-month period ended March 31, 2026
Time charters	$	55,019
Voyage charters and Contracts of Affreightment		48,944
Voyage charters and Contracts of Affreightment – related parties (Note 3)		7,545
Total	$	111,508

During the three-month period ended March 31, 2025, no revenues were generated.

COSTAMARE BULKERS HOLDINGS LIMITED

Notes to Unaudited Consolidated Financial Statements

March 31, 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 income are as follows:

	For the three-month period ended March 31, 2026
Interest expense	$	2,033
Amortization and write-off of financing costs		328
Bank charges and other financing costs		274
Total	$	2,635

During the three-month period ended March 31, 2025, interest and finance costs were nil.

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 income. 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 50% of 4% of U.S.-related gross transportation income unless an exemption applies. Management believes that, based on current legislation, the relevant companies are entitled to an exemption under Section 883 of the Internal Revenue Code of 1986, as amended. Subsidiaries of the Company may also be subject to tax in certain jurisdictions with respect to the relevant shipping income from vessels that trade to such jurisdictions unless an exception applies under the relevant Double Taxation Agreement.

16. Derivatives:

(a) Bunker swap agreements: As of December 31, 2025 and March 31, 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 March 31, 2026, amounted to a liability of $800 and an asset of $3,645, respectively.

(b) EUA futures: As of December 31, 2025 and March 31, 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 March 31, 2026, amounted to an asset of $291 and $150, respectively.

(c) Forward Freight Agreements (“FFAs”) and FFA put options: As of December 31, 2025 and March 31, 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 March 31, 2026 amounted to a net liability of $316 and $1,500, respectively. As of March 31, 2026, the Company had a series of FFAs put options, none of which qualify for hedge accounting. The fair value of these derivatives outstanding as of March 31, 2026 amounted to a net asset of $261. Following ASC 815 provisions and on the basis that an enforceable master netting arrangement exists, the Company adopted net presentation for the assets and liabilities of these instruments. As of December 31, 2025 and March 31, 2026, the Company has deposited cash collateral related to its FFA derivative instruments, bunker swaps and EUA futures of $10,825 (out of which $8,654 were available to be drawn by the Company) and $10,148 (out of which $9,707 were available to be drawn by the Company), respectively, which is recorded within Margin deposits in the accompanying consolidated balance sheets. The amount of collateral to be posted is defined in the terms of the respective agreement executed with counterparties and is required when the agreed upon threshold limits are exceeded.

COSTAMARE BULKERS HOLDINGS LIMITED

Notes to Unaudited Consolidated Financial Statements

March 31, 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 March 31, 2026, the Company entered into nine Euro/U.S. dollar currency options totaling $10,575 at an average call rate of Euro/U.S. dollar 1.1750, expiring in monthly intervals up to December 2026. The fair value of these foreign currency options outstanding as of March 31, 2026 amounted to an asset of $117.

As of December 31, 2025, the Company entered into 12 Euro/U.S. dollar currency options totaling $14,100 at an average call rate of Euro/U.S. dollar 1.1750, expiring in monthly intervals up to December 2026. The fair value of these foreign currency options outstanding as of December 31, 2025 amounted to an asset of $268.

The following tables present, as of March 31, 2026 and December 31, 2025, gross and net derivative assets and liabilities by contract type:

March 31, 2026

	Derivatives			Derivatives
	Assets-Current			Assets-Non-Current
FFAs^*	$	11,273		$	-
FFAs put options^*		544			-
Bunker swaps^*		4,893			-
EUA Futures^*		150			-
Foreign currency options		117			-
Total gross derivative contracts	$	16,977		$	-

Amounts offset
Counterparty netting^*		(14,304	)		-
Total derivative assets, March 31, 2026	$	2,673		$	-

	Derivatives			Derivatives
	Liabilities-Current			Liabilities-Non-Current
FFAs^*	$	(12,773	)	$	-
FFAs put options^*		(283	)		-
Bunker swaps^*		(1,248	)		-
Total gross derivative contracts	$	14,304		$	-

Amounts offset
Counterparty netting^*		14,304			-
Total derivative liabilities, March 31, 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

March 31, 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^*	$	6,037		$	-
Bunker swaps^*		242			-
EUA Futures^*		291			-
Foreign currency options		268			-
Total gross derivative contracts	$	6,838		$	-

Amounts offset
Counterparty netting^*		(6,570	)		-
Total derivative assets, December 31, 2025	$	268		$	-

	Derivatives			Derivatives
	Liabilities-Current			Liabilities-Non-Current
FFAs^*	$	(6,353	)	$	-
Bunker swaps		(18	)		-
Bunker swaps^*		(1,024	)		-
Total gross derivative contracts	$	(7,395	)	$	-

Amounts offset
Counterparty netting^*		6,570			-
Total derivative liabilities, December 31, 2025	$	(825	)	$	-

* 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 on derivative instruments, net	Amount of Gain / (Loss) Recognized in Gain on derivative instruments, net
		Three-month period ended March 31, 2025		Three-month period ended March 31, 2026
Bunker swap agreements	Gain on derivative instruments, net	$	-	$	4,766
EUA Futures	Gain on derivative instruments, net		-		(140	)
Forward Freight Agreements	Gain on derivative instruments, net		-		(2,395	)
FFAs put options	Gain on derivative instruments, net		-		261
Foreign currency options	Gain on derivative instruments, net		-		(151	)
Total		$	-	$	2,341

17. Other, net

“Other, net” includes losses of $5,071 related to the operating platform realignment described in Note 1.

COSTAMARE BULKERS HOLDINGS LIMITED

Notes to Unaudited Consolidated Financial Statements

March 31, 2025 and 2026

(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)

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 four vessels (Note 5) and due from related parties. The Company places its cash and cash equivalents, consisting mostly of deposits, with established financial institutions. The Company performs periodic evaluations of the relative credit standing of those financial institutions. The Company is exposed to credit risk in the event of non-performance by the counterparties to its derivative instruments; however, the Company seeks to limit its exposure by diversifying among counterparties with high credit ratings and/or clearing certain of its derivative contracts via established clearing houses. The Company also limits its accounts receivable credit risk by performing ongoing assessment of its customers’ financial condition. The Company receives charter hires in advance and thus, generally, does not require collateral for its accounts receivable. Furthermore, and with respect to the seller’s credit provided, the Company has entered into an intercreditor agreement with the new financiers of the four vessels upon their sale, to protect its rights (Note 3(d)).

(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 March 31, 2026, amounted to a net liability of $557 and a net asset of $2,673, respectively.

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	$	(316	)	$	-	$	(316	)	$	-
EUA futures - asset position		291			-		291			-
Foreign currency options - asset position		268			-		268			-
Bunker swap agreements - liability position		(800	)		-		(800	)		-
Total	$	(557	)	$	-	$	(557	)	$	-

COSTAMARE BULKERS HOLDINGS LIMITED

Notes to Unaudited Consolidated Financial Statements

March 31, 2025 and 2026

(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)

	March 31, 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 - liability position	$	(1,500	)	$	-	$	(1,500	)	$	-
FFAs put options - asset position		261			-		261			-
EUA futures –asset position		150			-		150			-
Foreign currency options - asset position		117			-		117			-
Bunker swap agreements – asset position		3,645			-		3,645			-
Total	$	2,673		$	-	$	2,673		$	-

19. Subsequent events

(a)

Vessel acquisitions: On April 16, 2026, the Company took delivery of the 2018-built, 60,297 DWT capacity secondhand dry bulk vessel Astros (ex. Koushun) (Notes 5 and 10(b)).

(b)

Long-term Charter-in Agreements: On April 10, 2026, the Company, through its subsidiary, chartered-in the 2026-built, 81,800 DWT capacity dry bulk vessel, Hermes Century, for a minimum period of five years.

Exhibit 99.2

COSTAMARE BULKERS HOLDINGS LIMITED PREDECESSOR

Audited Combined Carve-Out Balance Sheet

As of December 31, 2024

(Expressed in thousands of U.S. dollars)

		December 31, 2024
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	49,858
Restricted cash		941
Margin deposits (Note 13(c))		45,221
Accounts receivable, net (Note 3)		39,648
Inventories (Note 4)		44,500
Due from related parties (Note 3)		7,014
Fair value of derivatives (Notes 13 and 14)		197
Insurance claims receivable		2,842
Prepayments and other assets		49,796
Total current assets		240,017
FIXED ASSETS, NET:
Vessels and advances, net (Note 5)		671,844
Total fixed assets, net		671,844
OTHER NON-CURRENT ASSETS:
Accounts receivable, net, non-current (Note 3)		1,610
Deferred charges, net (Note 6)		19,119
Due from related parties, non-current (Note 3)		1,050
Fair value of derivatives, non-current (Notes 13 and 14)		147
Restricted cash, non-current		9,236
Operating leases, right-of-use assets		297,975
Total assets	$	1,240,998
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt, net of deferred financing costs (Note 7)	$	30,505
Related party loans (Note 3)		85,000
Accounts payable		41,477
Due to related parties (Note 3)		5,319
Operating lease liabilities, current portion		205,172
Accrued liabilities		11,906
Unearned revenue		22,911
Fair value of derivatives (Notes 13 and 14)		14,465
Other current liabilities		3,902
Total current liabilities		420,657
NON-CURRENT LIABILITIES:
Long-term debt, net of current portion and deferred financing costs (Note 7)		305,724
Operating lease liabilities, non-current portion		87,424
Fair value of derivatives, non-current portion (Notes 13 and 14)		5,174
Total non-current liabilities		398,322
COMMITMENTS AND CONTINGENCIES		—
SHAREHOLDERS’ EQUITY:
Common shares (Note 9)		250
Additional paid-in capital (Note 9)		207,284
Net Parent Investment (Note 9)		312,546
Accumulated deficit		(98,061	)
Total shareholders’ equity		422,019
Total liabilities and shareholders’ equity	$	1,240,998

The accompanying notes are an integral part of these unaudited interim predecessor combined carve-out financial statements.

COSTAMARE BULKERS HOLDINGS LIMITED PREDECESSOR

Unaudited Interim Combined Carve-Out Statements of Operations

For the three-month periods ended March 31, 2024 and 2025

(Expressed in thousands of U.S. dollars, except share and per share data)

	For the three-month period ended March 31,
		2024			2025
REVENUES:
Voyage revenue (Note 10)	$	254,616		$	167,671
Voyage revenue – related parties (Notes 3 and 10)		—			55,689
Total voyage revenue		254,616			223,360

EXPENSES:
Voyage expenses		(88,684	)		(78,803	)
Charter-in hire expenses (Note 8)		(144,350	)		(111,518	)
Voyage expenses - related parties (Note 3)		(572	)		(2,409	)
Vessels’ operating expenses		(21,316	)		(19,553	)
General and administrative expenses		(2,969	)		(4,344	)
General and administrative expenses - related parties (Note 3)		(872	)		(767	)
Management and agency fees - related parties (Note 3)		(7,529	)		(6,953	)
Amortization of dry-docking and special survey costs (Note 6)		(1,430	)		(1,606	)
Depreciation (Note 5)		(8,969	)		(10,088	)
Gain on sale of vessels, net (Note 5)		993			—
Loss on vessel held for sale (Note 5)		—			(4,669	)
Vessel’s impairment loss (Notes 5 and 14)		—			(179	)
Foreign exchange gains/ (losses)		(68	)		136
Operating loss		(21,150	)		(17,393	)
OTHER INCOME / (EXPENSES):
Interest income		433			198
Interest and finance costs, net (Note 11)		(6,098	)		(5,478	)
Interest expense - related parties (Note 3)		—			(629	)
Other, net		81			(50	)
Gain on derivative instruments, net (Note 13)		25,786			9,673
Total other income, net		20,202			3,714
Net loss	$	(948	)	$	(13,679	)

The accompanying notes are an integral part of these unaudited interim predecessor combined carve-out financial statements.

COSTAMARE BULKERS HOLDINGS LIMITED PREDECESSOR

Unaudited Interim Combined Carve-Out Statements of Comprehensive Loss

For the three-month periods ended March 31, 2024 and 2025

(Expressed in thousands of U.S. dollars, except share and per share data)

	For the three-month period ended March 31,
		2024			2025
Net loss for the period	$	(948	)	$	(13,679	)
Other comprehensive income:
Unrealized loss on cash flow hedges, net (Notes 13 and 15)		(99	)		—
Reclassification of amount excluded from the interest rate caps assessment of effectiveness based on an amortization approach to Interest and finance costs (Notes 11, 13 and 15)		508			—
Other comprehensive income for the period	$	409		$	—
Total comprehensive loss for the period	$	(539	)	$	(13,679	)

The accompanying notes are an integral part of these unaudited interim predecessor combined carve-out financial statements.

COSTAMARE BULKERS HOLDINGS LIMITED PREDECESSOR

Unaudited Interim Combined Carve-Out Statements of Shareholders’ Equity

For the three-month periods ended March 31, 2024 and 2025

(Expressed in thousands of U.S. dollars, except share and per share data)

		Common Shares		Additional Paid-in Capital		Net Parent Investment			Retained Earnings/ (Accumulated deficit)			Accumulated Other Comprehensive Income		Total
Balance, January 1, 2024	$	250	$	207,284	$	266,054		$	194		$	904	$	474,686
-Net loss		—		—		—			(948	)		—		(948	)
-Other comprehensive income		—		—		—			—			409		409
-Parent distributions, net		—		—		(30,960	)		—			—		(30,960	)
Balance, March 31, 2024	$	250	$	207,284	$	235,094		$	(754	)	$	1,313	$	443,187


Balance, January 1, 2025	$	250	$	207,284	$	312,546		$	(98,061	)	$	—	$	422,019
-Net loss		—		—		—			(13,679	)		—		(13,679	)
-Parent distributions, net		—		—		(20,901	)		—			—		(20,901	)
Balance, March 31, 2025	$	250	$	207,284	$	291,645		$	(111,740	)	$	—	$	387,439

The accompanying notes are an integral part of these unaudited interim predecessor combined carve-out financial statements.

COSTAMARE BULKERS HOLDINGS LIMITED PREDECESSOR

Unaudited Interim Combined Carve-Out Statements of Cash Flows

For the three-month periods ended March 31, 2024 and 2025

(Expressed in thousands of U.S. dollars)

	For the three-month period ended March 31,
		2024			2025
Cash Flows From Operating Activities:
Net loss:	$	(948	)	$	(13,679	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		8,969			10,088
Amortization and write-off of financing costs		369			283
Amortization of deferred dry-docking and special survey costs		1,430			1,606
Amortization of hedge effectiveness excluded component from cash flow hedges		508			—
Equity based payments from Parent		626			528
Gain on derivative instruments, net		(24,505	)		(20,446	)
Gain on sale of vessels, net		(993	)		—
Loss on vessel held for sale		—			4,669
Vessel’s impairment loss		—			179
Changes in operating assets and liabilities:
Accounts receivable and margin deposits		2,216			17,655
Due from related parties		75			(844	)
Inventories		(4,311	)		2,343
Insurance claims receivable		(215	)		(430	)
Prepayments and other		5,216			3,775
Accounts payable		18,484			(14,856	)
Due to related parties		(173	)		2,729
Accrued liabilities		(5,613	)		(313	)
Unearned revenue		(6,257	)		(3,276	)
Other liabilities		115			7,205
Dry-dockings		(3,231	)		(3,661	)
Accrued charter revenue		(695	)		—
Net Cash used in Operating Activities		(8,933	)		(6,445	)
Cash Flows From Investing Activities:
Proceeds from the settlement of insurance claims		969			170
Vessel acquisition and advances/Additions to vessel cost		(23,200	)		(1,143	)
Proceeds from the sale of vessels, net		70,502			—
Net Cash provided by / (used in) Investing Activities		48,271			(973	)
Cash Flows From Financing Activities:
Proceeds from long-term debt		16,380			—
Repayment of long-term debt		(43,563	)		(14,494	)
Payment of financing costs		(123	)		—
Net parent investment		(31,586	)		(21,429	)
Net Cash used in Financing Activities		(58,892	)		(35,923	)
Net decrease in cash, cash equivalents and restricted cash		(19,554	)		(43,341	)
Cash, cash equivalents and restricted cash at beginning of the period		45,399			60,035
Cash, cash equivalents and restricted cash at end of the period	$	25,845		$	16,694
Supplemental Cash Information:
Cash paid during the period for interest	$	6,572		$	5,146
Non-Cash Investing and Financing Activities:
Right-of-use assets obtained in exchange for operating lease obligations	$	29,956		$	51,845

The accompanying notes are an integral part of these unaudited interim predecessor combined carve-out financial statements.

COSTAMARE BULKERS HOLDINGS LIMITED PREDECESSOR

Notes to Unaudited Interim Combined Carve-out Financial Statements

For the three-month periods ended March 31, 2024 and 2025

(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)

1. Basis of Presentation and General Information:

The unaudited interim predecessor combined carve-out financial statements include the dry bulk business of Costamare Inc. (“Costamare”), a publicly listed company on the New York Stock Exchange, prior to the spin-off of such business into a standalone public company, Costamare Bulkers Holdings Limited (“Costamare Bulkers”), a company organized under the laws of the Republic of the Marshall Islands, on May 6, 2025 by way of a pro rata distribution of Costamare Bulkers shares to Costamare shareholders (“Spin-Off”). The dry bulk business consisted of: (i) 67 wholly-owned subsidiaries of Costamare, operating or having operated or been formed with the intention to operate in the dry bulk sector with owned vessels since June 2021 along with Costamare Bulkers Ships Inc. (“CBSI”), a wholly-owned indirect subsidiary of Costamare, organized under the laws of the Republic of the Marshall Islands in July 2024 (the “Owned Dry Bulk Fleet Business”) and (ii) Costamare Bulkers Inc. (“CBI”), a majority-owned subsidiary of Costamare organized in the Republic of the Marshall Islands in June 2021 operating as a dry bulk operating platform. Entities under the Owned Dry Bulk Fleet Business and CBI are hereinafter referred to as the “Company” in these unaudited interim predecessor combined carve-out financial statements, as illustrated in Table 1 below.

As of December 31, 2024, the Owned Dry Bulk Fleet Business had a fleet of 38 dry bulk vessels with a total carrying capacity of approximately 3,016,855 dead-weight-tonnage (“DWT”). The entities under the Owned Dry Bulk Fleet Business provide worldwide marine transportation services by chartering their dry bulk vessels to a diverse group of charterers.

During the fourth quarter of 2022, Costamare established a dry bulk operating platform under CBI. CBI charters-in and charters-out dry bulk vessels, enters into contracts of affreightment and forward freight agreements (“FFAs”) and also utilizes hedging solutions. As of December 31, 2024, CBI chartered-in 50 third-party dry bulk vessels on period time charters (including one dry bulk vessel on a time charter trip).

On July 11, 2024 Costamare subscribed for and was issued 10,000 shares of the capital stock of Costamare Bulkers, at a price of $0.0001 per share, making Costamare the sole shareholder of Costamare Bulkers. On May 6, 2025, the Spin-Off was completed, and Costamare Bulkers was separated from Costamare and its shares were distributed pro rata, one common share of Costamare Bulkers for every five Costamare common shares held by the shareholders of record of Costamare on April 29, 2025. On the same day, Costamare Bulkers acquired the shares of CBI from Costamare and a minority shareholder of Costamare. Following the completion of the Spin-off, Costamare Bulkers became a publicly listed company, and its shares began “regular way” trading separately from Costamare shares on the New York Stock Exchange on May 7, 2025. The purpose of these financial statements is to present the results of operations of the Company through May 6, 2025, the date on which the Spin-Off was completed following which the Company commenced operations as part of the publicly listed company, Costamare Bulkers.

The management of the Company believes the assumptions underlying the unaudited interim predecessor combined carve-out financial statements, including the assumptions regarding the allocation of general corporate expenses from Costamare, are reasonable. Nevertheless, the Company’s unaudited interim predecessor combined carve-out financial statements may not include all of the actual expenses that would have been incurred had the Company operated as a standalone company during the periods presented and may not reflect the Company’s unaudited interim predecessor combined carve-out results of operations, financial position and cash flows had the Company operated as a standalone company during the periods presented. Actual costs that would have been incurred if the Company had operated as a standalone company would depend on multiple factors, including organizational structure and strategic decisions made in various areas, including information technology and infrastructure.

The unaudited interim predecessor combined carve-out financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) on a “carve-out” basis from the accounting records of Costamare using the historical carrying costs of the entities included in these unaudited interim predecessor carve-out financial statements for the periods presented, including allocation of expenses from Costamare. The management of the Company believes the allocations have been determined on a basis that is a reasonable reflection of the utilization of services provided to, or the benefit received by, the Company during the period presented. The actual basis of allocation is described below.

COSTAMARE BULKERS HOLDINGS LIMITED PREDECESSOR

Notes to Unaudited Interim Combined Carve-out Financial Statements

For the three-month periods ended March 31, 2024 and 2025

(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)

These unaudited interim predecessor combined carve-out financial statements include the assets, liabilities, revenues, expenses and cash flows directly attributable to the Company, plus the following item which has been allocated as set forth below:

General and Administrative Expenses: General and administrative expenses, consisting mainly of legal fees, audit fees and other various General and administrative expenses, were allocated to the Owned Dry Bulk Fleet Business based on the vessels’ owning days of the owning entities and to CBI based on the charter-in days of the chartered-in third-party vessels. Management believes that these allocations reasonably present the financial position, results of operations and cash flows of the Company. For the three-month periods ended March 31, 2024 and 2025, total expenses allocated by Costamare amounted to $713 and $1,457, respectively.

All transactions and balances between the Company and Costamare, which were not historically settled in cash, were considered to be effectively settled in cash in the unaudited interim predecessor combined carve-out financial statements at the time the transaction was recorded. The total net effect of the settlement of these transactions between the Company and Costamare was reflected in the unaudited interim predecessor combined carve-out statement of financial position and the unaudited interim predecessor combined carve-out statement of changes in equity as “Net parent investment”, which includes the expenses incurred by Costamare on behalf of the Company.

The Company, as represented by the entities in the unaudited interim predecessor combined carve-out financial statements, operated as distinct business units. Each unit had its own profit and loss responsibility, with its respective Board of Directors acting in the capacity of the Chief Operating Decision Maker.

The Company does not use discrete financial information to evaluate operating results for each type of charter or vessel type, including both owned and chartered-in vessels. As a result, management reviews the operating results of the entire fleet as a whole. Therefore, it has been determined that the Company operates under a single reportable segment.

For the unaudited interim predecessor combined carve-out financial statements for the three-month period ended March 31, 2025, the Company has evaluated the effects of subsequent events through June 2, 2026, the date these unaudited interim predecessor combined carve-out financial statements were available to be issued. Please refer to Note 16 for additional information.

The unaudited interim predecessor combined carve-out financial statements for the three-month period ended March 31, 2025 include the entities listed in Table 1 below:

Table 1

AA	*Company name*	*Vessel name*	Entity’s establishment/ acquisition date	*Vessel’s delivery date*
1	COSTAMARE BULKERS INC.	N/A	June 9, 2021	-
2	COSTAMARE BULKERS SHIPS INC.	N/A	July 11, 2024	-
3	ADSTONE MARINE CORP.	NORMA	January 4, 2022	March 30 ,2022
4	AMOROTO MARINE CORP. ⁽¹⁾	-	June 28, 2021	August 20, 2021
5	ANDATI MARINE CORP. ⁽²⁾	VERITY	June 15, 2021	July 15, 2021
6	ARCHET MARINE CORP.	LIBRA	June 15, 2021	January 20, 2022
7	ASTIER MARINE CORP. ⁽²⁾	PARITY	June 15, 2021	September 1, 2021
8	AUBER MARINE CORP. ⁽¹⁾	-	June 14, 2021	July 19, 2021
9	BABRON MARINE CORP. ⁽¹⁾	-	June 14, 2021	July 14, 2021
10	BAGARY MARINE CORP.	SERENA	June 15, 2021	August 19, 2021
11	BARBAN MARINE CORP.	ALWINE	June 15, 2021	November 18, 2024
12	BARLESTONE MARINE CORP. ⁽⁴⁾	-	January 4, 2022	-
13	BARRAL MARINE CORP.	DAWN	June 15, 2021	July 19, 2021
14	BELLET MARINE CORP. ⁽²⁾	PYTHIAS	June 15, 2021	December 29, 2021
15	BERMEO MARINE CORP. ⁽¹⁾	-	June 28, 2021	August 20, 2021

COSTAMARE BULKERS HOLDINGS LIMITED PREDECESSOR

Notes to Unaudited Interim Combined Carve-out Financial Statements

For the three-month periods ended March 31, 2024 and 2025

(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)

16	BERMONDI MARINE CORP.	BERMONDI	June 15, 2021	October 27, 2021
17	BERNIS MARINE CORP. ⁽²⁾	BERNIS	June 15, 2021	July 14, 2021
18	BILSTONE MARINE CORP. ⁽²⁾	MIRACLE	January 4, 2022	February 7, 2024
19	BLONDEL MARINE CORP.	SEABIRD	June 14, 2021	July 27, 2021
20	BRIANDE MARINE CORP. ⁽¹⁾	-	June 15, 2021	September 9, 2021
21	CAMARAT MARINE CORP. ⁽¹⁾	-	June 15, 2021	November 22, 2021
22	CAMINO MARINE CORP. ⁽⁴⁾	-	June 28, 2021	-
23	CANADEL MARINE CORP. ⁽¹⁾	-	June 15, 2021	August 27, 2021
24	CARNOT MARINE CORP.	AUGUST	June 15, 2021	December 18, 2024
25	CARRADE MARINE CORP. ⁽¹⁾	-	June 15, 2021	September 16, 2021
26	CAVALAIRE MARINE CORP. ⁽¹⁾	-	June 15, 2021	July 29, 2021
27	COGOLIN MARINE CORP.	URUGUAY	June 18, 2021	September 3, 2021
28	COURTIN MARINE CORP.	CURACAO	June 18, 2021	October 21, 2021
29	CROMFORD MARINE CORP.	FRONTIER	January 4, 2022	July 9, 2024
30	CRON MARINE CORP. ⁽¹⁾	-	June 18, 2021	January 13, 2022
31	DATTIER MARINE CORP.	-	June 18, 2021	September 22, 2021
32	DRAMONT MARINE CORP. ⁽²⁾	EQUITY	June 18, 2021	October 7, 2021
33	FABRON MARINE CORP.	ERACLE	June 14, 2021	July 6, 2021
34	FEATHERSTONE MARINE CORP. ⁽⁴⁾	-	January 4, 2022	-
35	FERRAGE MARINE CORP.	ATHENA	June 14, 2021	September 27, 2021
36	FONTAINE MARINE CORP. ⁽²⁾	ACUITY	June 14, 2021	July 19, 2021
37	FRUIZ MARINE CORP.	ORION	June 28, 2021	November 22, 2021
38	GAJANO MARINE CORP. ⁽⁴⁾	-	June 28, 2021	-
39	GAMBETTA MARINE CORP. ⁽¹⁾	-	June 14, 2021	July 16, 2021
40	GASSIN MARINE CORP. ⁽³⁾	ROSE	June 18, 2021	October 25, 2021
41	GATIKA MARINE CORP.	MERCHIA	June 28, 2021	December 17, 2021
42	GRENETA MARINE CORP.	GRENETA	June 14, 2021	December 13, 2021
43	GUERNIKA MARINE CORP.	DAMON	June 28, 2021	December 21, 2021
44	HANSLOPE MARINE CORP. ⁽⁴⁾	-	January 4, 2022	-
45	KINSLEY MARINE CORP.	DORADO	January 4, 2022	August 21, 2023
46	LAREDO MARINE CORP. ⁽⁴⁾	-	June 28, 2021	-
47	LAUDIO MARINE CORP.	HYDRUS	June 28, 2021	December 23, 2021
48	LENVAL MARINE CORP. ⁽¹⁾	-	June 14, 2021	June 30, 2021
49	MARALDI MARINE CORP.	AEOLIAN	June 14, 2021	August 4, 2021
50	MENDATA MARINE CORP. ⁽²⁾	-	June 28, 2021	-
51	MERLE MARINE CORP. ⁽²⁾	CLARA	June 15, 2021	August 18, 2021
52	MORGIA MARINE CORP. ⁽⁴⁾	-	June 28, 2021	-
53	NAILSTONE MARINE CORP. ⁽⁴⁾	-	January 4, 2022	-
54	OLDSTONE MARINE CORP.	ENNA	January 4, 2022	August 3, 2023
55	ONTON MARINE CORP. ⁽¹⁾	-	June 28, 2021	October 15, 2021
56	POMAR MARINE CORP.	PHOENIX	June 28, 2021	December 31, 2021
57	RAVENSTONE MARINE CORP.	MAGNES	January 4, 2022	November 12, 2024
58	RIVOLI MARINE CORP. ⁽¹⁾	-	June 14, 2021	July 16, 2021
59	ROCESTER MARINE CORP. ⁽⁴⁾	-	January 4, 2022	-

COSTAMARE BULKERS HOLDINGS LIMITED PREDECESSOR

Notes to Unaudited Interim Combined Carve-out Financial Statements

For the three-month periods ended March 31, 2024 and 2025

(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)

60	SAUVAN MARINE CORP.	SAUVAN	June 14, 2021	July 14, 2021
61	SHAEKERSTONE MARINE CORP.	ARYA	January 4, 2022	September 29, 2023
62	SILKSTONE MARINE CORP.	PROSPER	January 4, 2022	June 10, 2024
63	SMOLLET MARINE CORP. ⁽¹⁾	-	June 14, 2021	June 14, 2021
64	SNARESTONE MARINE CORP. ⁽⁴⁾	-	January 4, 2022	-
65	SOLIDATE MARINE CORP. ⁽²⁾	RESOURCE	June 28, 2021	September 8, 2021
66	SWEPTSTONE MARINE CORP. ⁽⁴⁾	-	January 4, 2022	-
67	TERRON MARINE CORP.	FARMER	June 14, 2021	September 27, 2021
68	VAILLANT MARINE CORP. ⁽¹⁾	-	June 14, 2021	August 17, 2021
69	VALROSE MARINE CORP.	BUILDER	June 14, 2021	June 14, 2021

	⁽¹⁾	Companies that sold their vessels in the years ended December 31, 2023 and 2024 and the three-month period ended March 31, 2025.
	⁽²⁾	Companies that agreed to sell a vessel on or after March 31, 2025.
	⁽³⁾	Companies that agreed to sell a vessel during the three-month period ended March 31, 2025.
	⁽⁴⁾	Companies to be used for future vessels’ acquisitions.

Revenues for the three-month period ended March 31, 2024 and 2025 derived from significant charterers individually accounting for 10% or more of revenues (in percentages of total revenues) were as follows:

	For the three-month period ended March 31, 2024		For the three-month period ended March 31, 2025
A		15%		—
B		13%		19%
C (*)		—		25%
Total		28%		44%

^(*)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 are passed on to CBI (Note 3(b)).

The Company evaluates whether there is substantial doubt about its ability to continue as a going concern by applying the provisions of ASC 205-40. In more detail, the Company evaluates whether there are conditions or events that raise substantial doubt about the Company’s ability to continue as a going concern within one year from the date the financial statements are issued. As part of such evaluation, the Company did not identify any conditions that raise substantial doubt about the entity’s ability to continue as a going concern. Accordingly, the Company adopted the going concern basis in preparing its unaudited interim predecessor combined carve-out financial statements.

The accompanying unaudited interim predecessor combined carve-out 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 annual predecessor combined carve-out financial statements included in the Company’s Annual Report on Form 20-F, filed with the SEC on March 30, 2026.

These unaudited interim predecessor combined carve-out financial statements have been prepared on the same basis as the Company’s annual predecessor combined carve-out 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.

COSTAMARE BULKERS HOLDINGS LIMITED PREDECESSOR

Notes to Unaudited Interim Combined Carve-out Financial Statements

For the three-month periods ended March 31, 2024 and 2025

(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 predecessor combined carve-out financial statements included in the Company’s Annual Report on Form 20-F, filed with the SEC on March 30, 2026. There have been no material changes to these policies up to this date.

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 Konstantinos Konstantakopoulos, Costamare’s Chairman and Chief Executive Officer. Costamare Shipping provides the Company, pursuant to a Framework Agreement between Costamare and Costamare Shipping, dated November 2, 2025, as amended and restated on January 17, 2020, June 28 2021 and as further amended and restated on May 6, 2025 (the “CMRE Framework Agreement”), with commercial, technical and other management services. Costamare Services, a company controlled by Costamare’s Chairman and Chief Executive Officer and a member of his family, provides, pursuant to a Services Agreement among Costamare’s vessel-owning subsidiaries and Costamare Services, as most recently amended and restated on May 6, 2025 (the “CMRE Services Agreement”), the Company’s vessel-owning subsidiaries with chartering, sale and purchase, insurance and certain representation and administrative services. On November 27, 2015, Costamare amended and restated the Registration Rights Agreement entered into in connection with Costamare’s Initial Public Offering to extend registration rights to Costamare Shipping and Costamare Services, each of which have received or may receive shares of its common stock as fee compensation.

Pursuant to the CMRE Framework Agreement and the CMRE Services Agreement, Costamare Shipping and Costamare Services received (i) for each vessel, a daily fee of $1.020 and $0.510 for any vessel subject to a bareboat charter, effective from January 1, 2022, prorated for the calendar days the Company owned each vessel and for the three-month period following the date of the sale of a vessel, (ii) a flat fee of $840, effective from January 1, 2022, for the supervision of the construction of any newbuild vessel contracted by the Company, (iii) a fee of 1.25% on all gross freight, demurrage, charter hire, ballast bonus or other income earned with respect to each vessel in the Company’s owned fleet and (iv) a quarterly fee of $667 (as of January 1, 2022) plus the value of 149,600 shares of Costamare, which Costamare Services may elect to receive in kind. Fees under (i) and (ii) and the quarterly fee under (iv) are annually adjusted upwards to reflect any strengthening of the Euro against the U.S. dollar and/or material unforeseen cost increases.

Costamare is able to terminate the CMRE Framework Agreement and/or the CMRE Services Agreement, subject to a termination fee, by providing written notice to Costamare Shipping or Costamare Services, as applicable, at least 12 months before the end of the subsequent one-year term. The termination fee is equal to (a) the number of full years remaining prior to December 31, 2035, times (b) the aggregate fees due and payable to Costamare Shipping or Costamare Services, as applicable, during the 12-month period ending on the date of termination (without taking into account any reduction in fees under the CMRE Framework Agreement to reflect that certain obligations have been delegated to a sub-manager or a sub-provider, as applicable); provided that the termination fee will always be at least two times the aggregate fees over the 12-month period described above.

Management fees charged by Costamare Shipping in the three-month periods ended March 31, 2024 and 2025, amounted to $4,207 and $2,984, respectively, and are included in Management and agency fees - related parties in the accompanying unaudited interim predecessor combined carve-out statements of operations. The amounts received by Costamare Shipping include amounts paid to third-party managers of $1,441 and $745 for the three-month periods ended March 31, 2024 and 2025, respectively. In addition, Costamare Shipping and Costamare Services charged (i) $470 for the three-month period ended March 31, 2025 ($572 for the three-month period ended March 31, 2024), representing a fee of 1.25% on all gross revenues, as provided in the CMRE Framework Agreement and the CMRE Services Agreement, as applicable, which is separately reflected in Voyage expenses - related parties in the accompanying unaudited interim predecessor combined carve-out statements of operations, (ii) $239, representing the pro-rata basis portion of the annual fee of $2,667, which is included in “General and administrative expenses – related parties” in the accompanying unaudited interim predecessor combined carve-out statements of operations for the three-month period ended March 31, 2025 ($246 for the three-month period ended March 31, 2024) and (iii) $528, representing the pro-rata basis portion of the fair value of 149,600 shares of Costamare, which is included in “General and administrative expenses – related parties” in the accompanying unaudited interim predecessor combined carve-out statements of operations for the three-month period ended March 31, 2025 ($626 for the three-month period ended March 31, 2024).

COSTAMARE BULKERS HOLDINGS LIMITED PREDECESSOR

Notes to Unaudited Interim Combined Carve-out Financial Statements

For the three-month periods ended March 31, 2024 and 2025

(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)

Furthermore, in accordance with the management agreements with third-party managers, third-party managers have been provided with the amount of $50 per vessel as working capital security. As of December 31, 2024, the working capital security was $1,650 in aggregate, of which $1,600 is included in “Accounts receivable, net, non-current” and $50 in “Accounts receivable, net”, in the accompanying predecessor combined carve-out balance sheet.

The balance due to Costamare Shipping as of December 31, 2024 amounted to $2,393 and is included in “Due to related parties” in the accompanying predecessor combined carve-out balance sheet. The balance due to Costamare Services at December 31, 2024 amounted to $764 and is included in “Due to related parties” in the accompanying predecessor combined carve-out balance sheet.

Following the completion of the Spin-Off discussed in Note 1, (i) Costamare Bulkers entered into an agreement with Costamare Shipping for the provision of administrative, commercial and other management services on terms substantially the same as the terms of the CMRE Framework Agreement, and (ii) the vessel-owning companies entered into an agreement with Costamare Services for the provision of chartering, sale and purchase, insurance and certain representation and administrative services on terms substantially the same as the terms of the CMRE Services Agreement including the fee structure thereunder.

(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 wholly-owned by Costamare’s Chairman and Chief Executive officer. 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 wholly-owned by Costamare’s Chief Financial Officer, who is also 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 amended and restated on June 15, 2023, April 30, 2024 and December 16, 2024 and with Local Agency D on November 20, 2023, as amended and restated on December 16, 2024 (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 11%. CBI may charter-out its vessels to Local Agency C, as shippers in Asia and the Australia-Pacific region prefer to deal with a chartering company based in Singapore. Local Agency C does not receive any commissions whatsoever for such arrangements as it is acting in the circumstances as a “paying/receiving agent” for CBI. All the economic results of the relevant charter-out arrangements by Local Agency C are passed onto CBI on a back-to-back basis including any address commissions received by Local Agency C. During the three-month periods ended March 31, 2024 and 2025, CBI has charged Local Agency C an amount of nil and $55,689, respectively, for chartering-in vessels from CBI, which is included in “Voyage revenue - related parties” in the accompanying unaudited interim predecessor combined carve-out statements of operations and Local Agency C has charged CBI an amount of nil and $1,939, respectively, for address commission which is included in “Voyage expenses - related parties” in the accompanying unaudited interim predecessor combined carve-out statements of operations. During the three-month periods ended March 31, 2024 and 2025, the Local Agencies charged CBI with aggregate agency fees of $3,274 and $3,465, respectively, which are included in “Management and agency fees - related parties” in the accompanying unaudited interim predecessor combined carve-out statements of operations.

The balance due from the four Local Agencies as of December 31, 2024 amounted to $7,014 (out of which an amount of $6,299 relates to Local Agency C’s chartering-in vessels activity from CBI) and is included in “Due from related parties” in the accompanying predecessor combined carve-out balance sheet.

(c) Navilands Bulker Management Ltd. (‘‘Navilands’’) and Navilands (Shanghai) Bulkers Management Ltd. (‘‘Navilands (Shanghai)’’): Navilands and Navilands (Shanghai) are controlled by Costamare’s Chairman and Chief Executive Officer. Starting in February 2024, certain of our 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 agreements between each of the Company’s vessel-owning subsidiaries and Navilands. For certain vessels, Navilands has subcontracted certain services to and has entered into sub-management agreements with Navilands (Shanghai). During the three-month periods ended March 31, 2024 and 2025, Navilands charged management fees of $48 and $504, respectively, which are included in “Management and agency fees - related parties” in the accompanying predecessor combined carve-out statements of operations. As of December 31, 2024 the working capital security paid by the Company to Navilands was $1,050, and is included in “Due from related parties, non-current” in the accompanying predecessor combined carve-out balance sheet. The balance due to Navilands as of December 31, 2024 amounted to $2,162 and is included in “Due to related parties” in the accompanying predecessor combined carve-out balance sheet.

COSTAMARE BULKERS HOLDINGS LIMITED PREDECESSOR

Notes to Unaudited Interim Combined Carve-out Financial Statements

For the three-month periods ended March 31, 2024 and 2025

(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)

(d) Related party loans: On April 3, 2024, on August 5, 2024, on October 17, 2024, on November 1, 2024 and on December 20, 2024, Costamare provided CBI with five unsecured loan facilities of $30,000, $20,000, $10,000, $10,000 and $15,000, respectively. Each loan facility bears fixed interest payable quarterly and each loan facility principal amount is repayable on the first anniversary of each loan facility draw-down date or on any other longer date Costamare may agree to. As of December 31, 2024, the aggregate outstanding balance of the related party loan facilities was $85,000. During the three-month periods ended March 31, 2024 and 2025, the aggregate interest expense charged amounted to $nil and $629, respectively, which is separately reflected as “Interest expense - related parties” in the accompanying unaudited interim predecessor combined carve-out statements of operations.

4. Inventories:

Inventories in the accompanying predecessor combined carve-out balance sheet relate to bunkers, lubricants and spare parts on board the vessels.

5. Vessels and Advances, net:

During the three-month period ended March 31, 2024, the Company acquired the 2011-built, secondhand dry bulk vessel Miracle (ex. Iron Miracle).

During the three-month period ended March 31, 2024, the Company sold the dry bulk vessels Progress, Manzanillo and Konstantinos and the dry bulk vessels Alliance, Merida and Pegasus, and recognized an aggregate net gain of $993, which is separately reflected in Gain on sale of vessels, net in the accompanying unaudited interim predecessor combined carve-out statements of operations for the three-month period ended March 31, 2024.

On February 6, 2025, the Company decided to make arrangements to sell the dry bulk vessel Rose. 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. The difference between the estimated fair value less cost to sell the vessel and the vessel’s carrying value, amounting to $4,669, was recorded in the three-month period ended March 31, 2025, and is separately reflected as Loss on vessel held for sale in the accompanying unaudited interim predecessor combined carve-out statements of operations. The fair market value of the vessel based on the vessel’s estimated sale price, net of commissions (Level 2 inputs of the fair value hierarchy) was $10,780.

During the three-month periods ended March 31, 2024 and 2025, the Company recorded depreciation of $8,969 and $10,088, respectively, which is separately reflected in “Depreciation” in the accompanying unaudited interim combined carve-out statements of operations.

During the three-month period ended March 31, 2025, the Company recorded an impairment loss in relation to one of its dry bulk vessels in the amount of $179, which is separately reflected in “Vessel’s impairment loss” in the 2025 accompanying unaudited interim combined carve-out statement of operations. The fair value of the vessel was determined through Level 2 input of the fair value hierarchy.

During the three-month period ended March 31, 2024, the Company did not record any impairment loss in relation to its vessels.

6. Deferred Charges, net:

Deferred charges, net include the unamortized dry-docking and special survey costs. During the three-month periods ended March 31, 2024, one vessel underwent and completed her dry-docking and special survey and one was in the process of completing her dry-docking and special survey. During the three-month periods ended March 31, 2025, two vessels underwent and completed their dry-docking and special surveys and two were in the process of completing their dry-docking and special survey. The amortization of the dry-docking and special survey costs was $1,430 and $1,606 for the three-month periods ended March 31, 2024 and 2025, respectively, and is separately reflected in the accompanying unaudited interim predecessor combined carve-out statements of operations.

COSTAMARE BULKERS HOLDINGS LIMITED PREDECESSOR

Notes to Unaudited Interim Combined Carve-out Financial Statements

For the three-month periods ended March 31, 2024 and 2025

(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)

7. Long-Term Debt:

The amounts shown in the accompanying predecessor combined carve-out balance sheet consist of the following Term Loans:

	Borrower(s)		December 31, 2024

1	Costamare	$	—
2	Amoroto et al.		—
3	Bernis Marine Corp. et al.		—
4	Amoroto et al.		—
5	Greneta Marine Corp. et al.		—
6	Adstone Marine Corp. et al.		—
7	Costamare		—
8	Barlestone Marine Corp. et al.		—
9	Bermondi Marine Corp. et al.		—
10	Adstone Marine Corp. et al.		147,709
11	Silkstone Marine Corp. et al.		34,611
12	Andati Marine Corp. et al.		84,931
13	Archet Marine Corp. et al.		72,000
	Total long-term debt	$	339,251
	Less: Deferred financing costs		(3,022	)
	Total long-term debt, net	$	336,229
	Less: Long-term debt current portion		(31,378	)
	Add: Deferred financing costs, current portion		873
	Total long-term debt, non-current, net	$	305,724

1. On July 8, 2021, Costamare entered into a loan agreement with a bank for an amount of up to $62,500, in order to finance the acquisition cost of the vessels Pegasus, Eracle, Peace, Sauvan, Pride, Acuity, Comity and Athena. An aggregate amount of $49,236.3, was drawn during July 2021, an amount of $7,300 was drawn in August 2021 and an amount of $5,963.8 was drawn in October 2021, to finance the acquisition of the eight vessels. On May 25, 2023, the Company prepaid $5,475, due to the sale of vessel Comity. On November 16, 2023, the Company prepaid $1,775, due to the sale of vessel Peace. On November 30, 2023, the Company prepaid $1,775, due to the sale of vessel Pride. On February 27, 2024, the Company prepaid $5,844, due to the sale of vessel Pegasus (Note 5). On December 13, 2024, following the execution of the loan agreement discussed in Note 7.12, the then outstanding balance of $19,608 was fully repaid.

2. On July 27, 2021, Amoroto Marine Corp., Bermeo Marine Corp., Bermondi Marine Corp., Briande Marine Corp., Camarat Marine Corp., Camino Marine Corp., Canadel Marine Corp., Cogolin Marine Corp., Fruiz Marine Corp., Gajano Marine Corp., Gatika Marine Corp., Guernica Marine Corp., Laredo Marine Corp., Onton Marine Corp. and Solidate Marine Corp., amongst others, entered into a hunting license facility agreement with a bank for an amount of up to $125,000, in order to finance the acquisition cost of the dry bulk vessels Progress, Merida, Miner, Uruguay, Resource, Konstantinos, Cetus, Titan I, Bermondi, Orion, Merchia and Damon, as well as the acquisition of additional vessels. Two tranches of the facility with an aggregate amount of $18,000 were drawn during August 2021 to finance the acquisition of the first two vessels, four tranches of the facility with an aggregate amount of $32,430 were drawn during September 2021 to finance the acquisition of the subsequent four vessels, one tranche of the facility with an aggregate amount of $7,347 was drawn during October 2021 to finance the acquisition of the dry bulk vessel Cetus, three tranches of the facility with an aggregate amount of $33,645 were drawn during November 2021 to finance the acquisition of the subsequent three vessels, one tranche of the facility with an amount of $14,100 was drawn in December 2021 to finance the acquisition of the subsequent vessel and one tranche of the facility with an amount of $13,374 was drawn in January 2022 to finance the acquisition of the last vessel. On April 29, 2022, Amoroto Marine Corp., Bermondi Marine Corp., Camarat Marine Corp. and Cogolin Marine Corp. prepaid the aggregate amount $38,020 (Note 7.4). On March 23, 2023, the Company prepaid the amount of $5,226 due to the sale of the dry bulk vessel Miner. On March 31, 2023, the loan agreement was amended, resulting in the extension of the repayment period until July 2027. On December 5, 2023, the Company prepaid $5,510 due to the sale of the dry bulk vessel Cetus. On January 10, 2024 and on February 1, 2024, the Company prepaid the aggregate amount of $11,197 due to the sale of vessels Progress and Konstantinos (Note 5). On August 12, 2024, the loan agreement was amended, resulting in the extension of the repayment period until January 2028. On December 13, 2024, following the execution of the loan agreement discussed in Note 7.12, the then outstanding balance of $35,596 was fully repaid.

COSTAMARE BULKERS HOLDINGS LIMITED PREDECESSOR

Notes to Unaudited Interim Combined Carve-out Financial Statements

For the three-month periods ended March 31, 2024 and 2025

(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)

3. On December 24, 2021, Bernis Marine Corp., Andati Marine Corp., Barral Marine Corp., Cavalaire Marine Corp. and Astier Marine Corp. entered into a loan agreement with a bank for an amount of up to $55,000 in order to refinance one term loan of the dry bulk vessels Bernis, Verity, Dawn, Discovery and Parity. On January 5, 2022, Bernis Marine Corp., Andati Marine Corp., Barral Marine Corp., Cavalaire Marine Corp. and Astier Marine Corp. drew down the aggregate amount of $52,525 in order to refinance in part one term loan. On October 31, 2024, the Company prepaid the amount of $5,780 due to the sale of vessel Discovery. On December 13, 2024, following the execution of the loan agreement discussed in Note 7.12, the then outstanding balance of $29,727 was fully repaid.

4. On April 21, 2022, Amoroto Marine Corp., Bermondi Marine Corp., Camarat Marine Corp. and Cogolin Marine Corp. entered into a loan agreement with a bank for an amount of up to $40,500 in order to refinance the term loan of the dry bulk vessels Merida, Bermondi, Titan I and Uruguay discussed in Note 7.2 and for general corporate purposes. On April 28, 2022, Amoroto Marine Corp., Bermondi Marine Corp., Camarat Marine Corp. and Cogolin Marine Corp. drew down the amount of $40,500. On February 28, 2024, the Company prepaid the amount of $6,125 due to the sale of vessel Merida (Note 5). On May 21, 2024, following the execution of the loan agreement discussed in Note 7.9, the then outstanding balance of $15,780 was fully repaid.

5. On November 17, 2022, Greneta Marine Corp., Merle Marine Corp. and Gassin Marine Corp., amongst others, signed a loan agreement with a bank for an amount of $30,000 in order to partly refinance two term loans. On November 22, 2022, Greneta Marine Corp., Merle Marine Corp. and Gassin Marine Corp. drew down the amount of $30,000. On December 3, 2024, following the execution of the loan agreement discussed in Note 7.10, the then outstanding balance of $22,091 was fully repaid.

6. On December 15, 2022, Adstone Marine Corp., Auber Marine Corp., Barlestone Marine Corp., Bilstone Marine Corp., Blondel Marine Corp., Cromford Marine Corp., Dramont Marine Corp., Featherstone Marine Corp., Lenval Marine Corp., Maraldi Marine Corp., Rivoli Marine Corp., Terron Marine Corp. and Valrose Marine Corp. signed a secured floating interest rate loan agreement with a bank for an amount of $120,000 in order to partly refinance three term loans. On December 20, 2022, the amount of $82,885 was drawn down. On September 7, 2023, pursuant to a supplemental agreement signed during the third quarter of 2023, Oldstone Marine Corp. and Kinsley Marine Corp. drew down in two tranches the aggregate amount of $27,450. On January 10, 2024 and on February 27, 2024, the Company prepaid the aggregate amount of $9,915.5 due to the sale of vessels Manzanillo and Alliance (Note 5). On April 19, 2024, the Company prepaid the amount of $4,581.1 due to the sale of vessel Adventure. On December 3, 2024, following the execution of the loan agreement discussed in Note 7.10, the then outstanding balance of $78,592 was fully repaid.

7. On June 19, 2023, Costamare entered into a loan agreement with a bank for an amount of up to $150,000 in order to refinance two term loans, as well as the acquisition of additional vessels. On June 20, 2023, the amount of $65,779 was drawn down. On July 15, 2024, Costamare prepaid the amount of $8,255.4 due to the sale of vessel Oracle. On December 20, 2024, following the execution of the loan agreement discussed in Note 7.13, the then outstanding balance of $51,523 was fully repaid.

8. On December 1, 2023, Barlestone Marine Corp., Bilstone Marine Corp., Cromford Marine Corp., Featherstone Marine Corp., Hanslope Marine Corp. and Shaekerstone Marine Corp. entered into a loan agreement with a bank for an amount of up to $60,000 in order to finance the acquisition cost of the dry bulk vessel Arya as well as the acquisition of additional vessels. On December 7, 2023, the amount of $12,000 was drawn. On February 16, 2024, the amount of $16,380 was drawn in order to finance the acquisition of the vessel Miracle (Note 5). On July 18, 2024, the amount of $21,600 was drawn in order to finance the acquisition of the vessel Frontier. On December 3, 2024, following the execution of the loan agreement discussed in Note 7.10, the then outstanding balance of $47,026 was fully repaid.

9. On May 14, 2024, Bermondi Marine Corp., Camarat Marine Corp. and Cogolin Marine Corp. entered into a loan agreement with a bank for an amount of up to $16,785 in order to refinance the term loan discussed in Note 7.4. On May 16, 2024, Bermondi Marine Corp., Camarat Marine Corp. and Cogolin Marine Corp. drew down the amount of $15,780. On September 19, 2024, the Company prepaid the amount of $4,927.5 due to the sale of vessel Titan I. On December 10, 2024, following the execution of the loan agreement discussed in Note 7.11, the then outstanding balance of $10,111 was fully repaid.

10. On December 2, 2024, Adstone Marine Corp., Bilstone Marine Corp., Blondel Marine Corp., Cromford Marine Corp., Dramont Marine Corp., Gassin Marine Corp., Greneta Marine Corp., Kinsley Marine Corp., Maraldi Marine Corp., Merle Marine Corp., Oldstone Marine Corp., Shaekerstone Marine Corp., Terron Marine Corp. and Valrose Marine Corp., entered into a loan agreement with a bank for an amount of up to $150,147 in order to refinance the term loans discussed in Notes 7.5, 7.6 and 7.8. On December 3, 2024, the amount of $147,709 was drawn down. On March 4, 2025, the Company prepaid the amount of $6,650 due to the sale of vessel Rose (Note 5).

COSTAMARE BULKERS HOLDINGS LIMITED PREDECESSOR

Notes to Unaudited Interim Combined Carve-out Financial Statements

For the three-month periods ended March 31, 2024 and 2025

(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)

11. On December 9, 2024, Silkstone Marine Corp., Cogolin Marine Corp. and Bermondi Marine Corp. entered into a loan agreement with a bank for an amount of up to $34,911 in order to refinance the term loan discussed in Note 7.9 and to finance the acquisition of the secondhand dry bulk vessel Prosper. On December 10, 2024, the amount of $34,611 was drawn down.

12. On December 12, 2024, Andati Marine Corp., Astier Marine Corp., Barral Marine Corp., Bernis Marine Corp., Fabron Marine Corp., Ferrage Marine Corp., Fontaine Marine Corp., Fruiz Marine Corp., Gatika Marine Corp., Guernica Marine Corp., Sauvan Marine Corp. and Solidate Marine Corp. entered into a loan agreement with a bank for an amount of up to $84,931 in order to refinance the term loans discussed in Notes 7.1 , 7.2 and 7.3. On December 12, 2024, the amount of $84,931 was drawn down in three tranches.

13. On December 20, 2024, Archet Marine Corp., Bagary Marine Corp., Bellet Marine Corp., Courtin Marine Corp., Laudio Marine Corp., Pomar Marine Corp. and Ravestone Marine Corp. entered into a loan agreement with a bank for an amount of up to $72,000 in order to refinance the term loan discussed in Note 7.7 and to finance the acquisition of the secondhand dry bulk vessel Magnes. On December 20, 2024, the amount of $72,000 was drawn down in two tranches.

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 Costamare or its 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 115% to 120% in all loans, restrictions on dividend payments if an event of default has occurred and is continuing or would occur as a result of the payment of such dividend and may also require the Company to maintain minimum liquidity, minimum net worth, interest coverage and leverage ratios, as defined.

Total interest expense incurred on long-term debt including the effect of the hedging interest rate caps (discussed in Notes 11 and 13) for the three-month periods ended March 31, 2024 and 2025, amounted to $4,892 and $5,040, respectively, and are included in “Interest and finance costs, net” in the accompanying unaudited interim predecessor combined carve-out statements of operations for the three-month periods ended March 31, 2024 and 2025, respectively.

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 amounted to $369 and $283 for the three-month periods ended March 31, 2024 and 2025, respectively, and is included in “Interest and finance costs, net” in the accompanying unaudited interim predecessor combined carve-out statements of operations (Note 11).

8. Charter-in Arrangements:

During the three-month periods ended March 31, 2024 and 2025, CBI chartered-in 60 and 53 third-party vessels on short/medium/long-term time charters, respectively. Charter-in expenses for those third-party vessels was $101,014 and $67,101 for the three-month periods ended March 31, 2024 and 2025, respectively.

Furthermore, revenues generated from those charter-in vessels in the three-month periods ended March 31, 2024 and 2025 amounted to $164,836 and $124,100, respectively.

9. Stockholders’ Equity:

(a) Common Shares: As of December 31, 2024 and March 31, 2025, Common shares represent the aggregate issued share capital of the 69 entities included in these unaudited interim predecessor combined carve-out financial statements (Note 1).

(b) Net parent investment: The amounts shown in the accompanying predecessor combined carve-out balance sheet, as Net parent investment as of December 31, 2024 include: (i) advances made by Costamare for vessel acquisitions, (ii) payments made by Costamare for vessels’ operating expenses net of (iii) distributions made by the Company to Costamare.

COSTAMARE BULKERS HOLDINGS LIMITED PREDECESSOR

Notes to Unaudited Interim Combined Carve-out Financial Statements

For the three-month periods ended March 31, 2024 and 2025

(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)

10. Voyage Revenues:

The following table shows the voyage revenues earned from time charters and voyage charters during the three-month periods ended March 31, 2024 and 2025:

	For the three-month period ended March 31,
		2024		2025
Time charters	$	58,402	$	48,721
Voyage charters and Contracts of Affreightment		196,214		118,950
Voyage charters – related parties (Note 3(b))		—		55,689
Total	$	254,616	$	223,360

11. Interest and Finance Costs, net:

The Interest and finance costs in the accompanying unaudited interim predecessor combined carve-out statements of operations are as follows:

	For the three-month period ended March 31,
		2024			2025
Interest expense	$	6,162		$	5,040
Derivatives’ effect		(1,270	)		—
Amortization and write-off of financing costs		369			283
Amortization of excluded component related to cash flow hedges		508			—
Bank charges and other financing costs		329			155
Total	$	6,098		$	5,478

12. 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 fees and/or tonnage taxes, which are included in Vessel operating expenses in the accompanying unaudited interim predecessor combined carve-out statements of operations. The Company believes that CBI is not subject to tax on its income in its country of incorporation.

The companies with vessels that have called at the United States during the relevant year of operation are obliged to file tax returns with the Internal Revenue Service. The applicable tax is 50% of 4% of U.S.-related gross transportation income unless an exemption applies. Management believes that, based on current legislation, the relevant companies are entitled to an exemption under Section 883 of the Internal Revenue Code of 1986, as amended. Companies with vessels may also be subject to tax in certain jurisdictions with respect to the relevant shipping income from vessels that trade to such jurisdictions unless an exception applies under the relevant Double Taxation Agreement.

COSTAMARE BULKERS HOLDINGS LIMITED PREDECESSOR

Notes to Unaudited Interim Combined Carve-out Financial Statements

For the three-month periods ended March 31, 2024 and 2025

(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)

13. Derivatives:

(a) Interest rate caps that meet the criteria for hedge accounting: The Company manages its exposure to floating interest rates by entering into interest rate caps agreements with varying start and maturity dates.

The interest rate derivative instruments are designed to hedge the variability of interest cash flows arising from floating rate debt, attributable to movements in SOFR. According to the Company’s Risk Management Accounting Policy, after putting in place the formal documentation at the inception of the hedging relationship, as required by ASC 815, these interest rate derivatives instruments qualified for hedge accounting. The change in the fair value of the interest rate derivative instruments that qualified for hedge accounting is recorded in the unaudited interim predecessor combined carve-out statements of comprehensive income/ loss and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings and is presented in Interest and finance costs. The change in the fair value of the interest rate derivative instruments that did not qualify for hedge accounting is recorded in Gain / (loss) on derivative instruments, net.

During the three-month period ended March 31, 2024, the Company terminated the interest rate cap related to the loan discussed in Note 7.1, amended the interest rate cap related to the loan discussed in Note 7.2 and received the aggregate amount of $777, which is included in Gain on derivative instruments, net in the accompanying 2024 unaudited interim predecessor combined carve-out statement of operations.

As of December 31, 2024, the Company did not hold any interest rate caps.

(b) Interest rate caps that do not meet the criteria for hedge accounting: As of December 31, 2024, the Company did not hold any interest rate caps.

(c) Forward Freight Agreements (“FFAs”), Bunker swap agreements and EUA futures: As of December 31, 2024, 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, 2024 amounted to a net liability of $447.

As of December 31, 2024, the Company had a series of EUA futures, none of which qualify for hedge accounting. The fair value of these derivatives outstanding as of December 31, 2024 amounted to an asset of $307.

As of December 31, 2024, 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, 2024 amounted to a net liability of $19,155. 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. As of December 31, 2024, the Company deposited cash collateral related to its FFA derivative instruments, bunker swaps and EUA futures of $45,221, which is recorded within margin deposits in the accompanying predecessor combined carve-out balance sheet. The amount of collateral to be posted is defined in the terms of the respective agreements executed with counterparties and is required when the agreed upon threshold limits are exceeded.

COSTAMARE BULKERS HOLDINGS LIMITED PREDECESSOR

Notes to Unaudited Interim Combined Carve-out Financial Statements

For the three-month periods ended March 31, 2024 and 2025

(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)

The following tables present, as of December 31, 2024, gross and net derivative assets and liabilities by contract type:

As of December 31, 2024
		Derivatives Assets - Current			Derivatives Assets - Non-Current
FFAs^*	$	8,590		$	120
Bunker swaps		37			—
Bunker swaps^*		304			—
EUA Futures		160			147
Total gross derivative contracts	$	9,091		$	267

Amounts offset
Counterparty netting^*		(8,894	)		(120	)
Total derivative assets, December 31, 2024	$	197		$	147

		Derivatives Liabilities - Current			Derivatives Liabilities - Non-Current
FFAs^*	$	(22,653	)	$	(5,212	)
Bunker swaps		(308	)		(15	)
Bunker swaps^*		(398	)		(67	)
Total gross derivative contracts	$	(23,359	)	$	(5,294	)

Amounts offset
Counterparty netting^*		8,894			120
Total derivative liabilities, December 31, 2024	$	(14,465	)	$	(5,174	)

^*The Company has adopted net presentation for assets and liabilities related to FFA derivative instruments and bunker swaps.

The Effect of Derivative Instruments for the three-month period ended March 31, 2024 and 2025
Derivatives in ASC 815 Cash Flow Hedging Relationships
	Amount of Gain / (Loss) Recognized in Accumulated OCI on Derivative
	For the three-month period ended March 31,
		2024			2025
Interest rate caps (included component)	$	2,096		$	—
Interest rate caps (excluded component) ⁽¹⁾		(925	)		—
Reclassification to Interest and finance costs		(1,270	)		—
Reclassification of amount excluded from the interest rate caps assessment of hedge effectiveness based on an amortization approach to Interest and finance costs		508			—
Total	$	409		$	—

(1)

Excluded component represents interest rate caps instruments time value.

COSTAMARE BULKERS HOLDINGS LIMITED PREDECESSOR

Notes to Unaudited Interim Combined Carve-out Financial Statements

For the three-month periods ended March 31, 2024 and 2025

(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)

Derivatives Not Designated as Hedging Instruments under ASC 815
	Location of Gain / (Loss) Recognized in Gain on derivative instruments, net	Amount of Gain / (Loss) Recognized in Gain on derivative instruments, net
		For the three-month period ended March 31,
		2024			2025
Interest rate caps	Gain on derivative instruments, net	$	696		$	—
Forward Freight Agreements	Gain on derivative instruments, net		19,596			9,528
Bunker swap agreements	Gain on derivative instruments, net		5,362			205
EUA Futures	Gain on derivative instruments, net		146			(60	)
Forward currency contracts	Gain on derivative instruments, net		(14	)		—
Total		$	25,786		$	9,673

14. 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), due from related parties and derivative contracts (interest rate caps, FFAs, bunkers swap agreements and EUA futures). The Company places its cash and cash equivalents, consisting mostly of deposits, with established financial institutions. The Company performs periodic evaluations of the relative credit standing of those financial institutions. The Company is exposed to credit risk in the event of non-performance by the counterparties to its derivative instruments; however, the Company limits its exposure by diversifying among counterparties with high credit ratings and/or clearing certain of its derivative contracts via established clearing houses. The Company also limits its accounts receivable credit risk by performing ongoing credit evaluations of its customers’ financial condition. The Company receives charter hires in advance and thus generally does not require collateral for its accounts receivable. In addition, the Company follows standardized established policies which include monitoring of the counterparties’ financial performance, debt covenants (including vessels values), and shipping industry trends.

(c) Fair value: The carrying amounts reflected in the accompanying predecessor combined carve-out balance sheet of cash and cash equivalents, restricted cash, accounts receivable, net, margin deposits, accounts payable, due from/ to related parties and related party loans, approximate their respective fair values due to the short maturity of these instruments. 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 interest rate cap agreements, the FFAs, the bunker swap agreements and EUA Futures discussed in Note 13 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 forward freight agreements, the EUA futures and bunker swap agreements discussed in Note 13(c) determined through Level 2 of the fair value hierarchy as of December 31, 2024, amounted to a net liability of $19,295.

COSTAMARE BULKERS HOLDINGS LIMITED PREDECESSOR

Notes to Unaudited Interim Combined Carve-out Financial Statements

For the three-month periods ended March 31, 2024 and 2025

(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)

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, 2024			Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)			Unobservable Inputs (Level 3)
Recurring measurements:
EUA futures-asset position	$	307		$	—	$	307		$	—
Forward Freight Agreements-liability position		(19,155	)		—		(19,155	)		—
Bunker swap agreements-asset position		37			—		37			—
Bunker swap agreements-liability position		(484	)		—		(484	)		—
Total	$	(19,295	)	$	—	$	(19,295	)	$	—

Assets measured at fair value on a non-recurring basis:

In the course of Held for sale classification of the vessel Rose that took place on February 6, 2025, the Company performed fair value measurements of the vessel amounting to $10,780, determined using Level 2 inputs within the fair value hierarchy (Note 5).

During the three-month period ended March 31, 2025, the Company recorded an impairment loss in relation to one of its dry bulk vessels in the amount of $179 (Note 5). As of March 31, 2025, the fair value of the vessel amounting to $10,750 was determined through Level 2 input of the fair value hierarchy.

15. Comprehensive Income / (Loss):

During the three-month period ended March 31, 2024, Accumulated other comprehensive income increased with net gains of $409 relating to (i) the change of the fair value of derivatives that qualify for hedge accounting (gain of $1,171), plus the settlements to net income of derivatives that qualify for hedge accounting (loss of $1,270) and (ii) reclassification of amount excluded from the interest rate caps assessment of hedge effectiveness based on an amortization approach to Interest and finance costs (gain of $508).

During the three-month period ended March 31, 2025, there was no movement in Accumulated other comprehensive income/ (loss).

16. Subsequent Events:

(a)

Vessel acquisitions: (i) On June 6, 2025, the Company agreed to acquire the 2012-built, 176,387 DWT capacity dry bulk vessel Imperator (ex. Imperator Australis). On July 14, 2025, the Company took delivery of the vessel. (ii) On July 23, 2025, the Company agreed to acquire the 2005-built, 76,498 DWT capacity secondhand dry bulk vessel Gorgo (ex. Gorgoypikoos), which was delivered on July 29, 2025. (iii) On February 4, 2026, the Company signed an agreement for the acquisition of the 2018-built, 60,297 DWT capacity secondhand dry bulk vessel, Astros (ex. Koushun), which was delivered on April 16, 2026.

(b)

Vessel sales: (i) On April 1, 2025, pursuant to the Memorandum of Agreement dated February 6, 2025 (Note 5), the vessel Rose was delivered to her new owners. (ii) On April 22, 2025, the Company agreed to sell the 2010-built, 31,775 DWT capacity dry-bulk vessel Resource. The vessel was delivered to her new owners on May 13, 2025. (iii) On June 18, 2025, the Company agreed to sell the 2010-built, 58,018 DWT capacity dry-bulk vessel Pythias. On July 11, 2025, the vessel was delivered to her new owners. (iv) On June 23, 2025, the Company agreed to sell the 2011-built, 35,995 DWT capacity dry-bulk vessel Bernis. On August 8, 2025, the vessel was delivered to her new owners. (v) On July 23, 2025, concurrently with the agreement to buy the Gorgo, the Company agreed to sell the dry bulk vessels Acuity, Verity, Equity and Parity which were delivered to their new owners during the third and fourth quarters of 2025. (vi) On August 1, 2025, the Company agreed to sell the dry bulk vessel Gorgo (Note 16(a)(ii)), which was delivered to her new owners on September 2, 2025. (vii) On January 15, 2026, the Company agreed to sell the dry bulk vessel Miracle, which was delivered to her new owners on March 30, 2026. (viii) On January 26, 2026, the Company agreed to sell the dry bulk vessel Clara, which was delivered to her new owners on February 12, 2026.

COSTAMARE BULKERS HOLDINGS LIMITED PREDECESSOR

Notes to Unaudited Interim Combined Carve-out Financial Statements

For the three-month periods ended March 31, 2024 and 2025

(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)

(c)

Long-term Charter-in Agreements: On April 10, 2026, the Company chartered-in the 2026-built, 81,800 DWT capacity dry bulk vessel, Hermes Century for a minimum period of five years.

(d)

New financing agreements / Drawdowns of loan facilities: On April 16, 2025, CBSI entered into a loan agreement with a bank for an amount of $100,000 to partly finance dry bulk vessels’ acquisitions. On July 9, 2025, the Company drew down the amount of $15,300 in order to finance the acquisition of the secondhand dry bulk vessel Imperator (Note 16(a)(i)).

(e)

Loan prepayments: (i) During April 2025, the Company prepaid the aggregate amount of $145,766, related to the term loans discussed in Notes 7.10, 7.11, 7.12 and 7.13. (ii) On April 24, 2025, pursuant to the sale of the dry bulk vessel Resource, (Note 16(b)(ii), the Company prepaid the amount of $4,458 related to the term loan discussed in Note 7.12. (iii) On June 30, 2025, pursuant to the sale of the dry bulk vessel Pythias (Note 16(b)(iii)), the Company prepaid the amount of $1,231 related to the term loan discussed in Note 7.13. (iv) On July 24, 2025, pursuant to the sale of the dry bulk vessel Bernis (Note 16(b)(iv)), the Company prepaid the amount of $4,137.5 related to the term loan discussed in Note 7.12. (v) On August 12, 2025, pursuant to the sale of the dry bulk vessel Equity (Note 16(b)(v)), the Company prepaid the amount of $3,405.9 related to the term loan discussed in Note 7.10. (vi) On September 2, 2025 pursuant to the sale of the dry bulk vessel Acuity (Note 16(b)(v)), the Company prepaid the amount of $1,222.9 related to the term loan discussed in Note 7.12. (vii) On September 12, 2025 pursuant to the sale of the dry bulk vessels Verity and Parity (Note 16(b)(v)), the Company prepaid the amount of $10,360.6 related to the term loan discussed in Note 7.12. (viii) On February 6, 2026, pursuant to the sale of the vessel Clara (Note 16(b)(viii)), the Company prepaid the amount of $3,458 related to the term loan discussed in Note 7.10. (ix) On March 4, 2026 pursuant to the sale of the vessel Miracle (Note 16(b)(vii)), the Company prepaid the amount of $7,273 related to the term loan discussed in Note 7.10.

(f)

Related Party Loans: On April 29, 2025, Costamare provided CBI a further unsecured loan facility of $7,500. Upon the completion of the Spin-Off (Note 1), all related party loans, including interest thereon of $321, were fully forgiven.

(g)

Middle East conflict: 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. The potential implications of these subsequent events on future periods cannot be reliably estimated based on currently available information.

Source: View Original Filing on SEC EDGAR

FAQ

What were Costamare Bulkers (CMDB) revenues and profit for Q1 2026?

Costamare Bulkers reported Q1 2026 voyage revenues of $111.5 million and net income of $9.9 million. Revenue came from time charters, voyage charters, and related-party charters. Profitability reflects operating income, gains on vessel sales, and net gains on derivative instruments.

What does the Costamare Bulkers (CMDB) balance sheet look like as of March 31, 2026?

As of March 31, 2026, Costamare Bulkers had total assets of $902.9 million and equity of $676.5 million. Cash and cash equivalents were $255.1 million, while total long-term debt before deferred financing costs was $143.0 million, indicating moderate leverage and meaningful liquidity.

How large is Costamare Bulkers’ (CMDB) dry bulk fleet and charter backlog?

As of March 31, 2026, Costamare Bulkers owned 29 dry bulk vessels with about 2.61 million DWT. Future minimum contracted time-charter revenues were $97.3 million, excluding index-linked charters, providing visibility on a portion of forward revenue.

What debt profile does Costamare Bulkers (CMDB) report in this filing?

Term loans totaled $143.0 million as of March 31, 2026, before deferred financing costs, with a weighted average interest rate of 5.3%. Repayments are scheduled mainly through March 2031, with quarterly installments and balloon payments secured by vessel mortgages and guarantees.

Did geopolitical tensions impact Costamare Bulkers’ (CMDB) operations in early 2026?

The company notes that early-2026 Middle East tensions had not materially affected its operations as of the report date. Management states it is monitoring potential direct or indirect effects on shipping activity and the dry bulk markets for any changes in future estimates.

What capital and charter-in commitments does Costamare Bulkers (CMDB) disclose?

As of March 31, 2026, the company reported $20.6 million of capital commitments for the vessel Koushun and about $62.0 million of charter-in lease payments through 2033. These obligations support fleet expansion and chartered-in capacity for its dry bulk platform.

Filing Exhibits & Attachments

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Costamare Bulkers (NYSE: CMDB) Q1 2026 results and spin-off context

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FAQ

What were Costamare Bulkers (CMDB) revenues and profit for Q1 2026?

What does the Costamare Bulkers (CMDB) balance sheet look like as of March 31, 2026?

How large is Costamare Bulkers’ (CMDB) dry bulk fleet and charter backlog?

What debt profile does Costamare Bulkers (CMDB) report in this filing?

Did geopolitical tensions impact Costamare Bulkers’ (CMDB) operations in early 2026?

What capital and charter-in commitments does Costamare Bulkers (CMDB) disclose?

Filing Exhibits & Attachments

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Costamare Bulkers (NYSE: CMDB) Q1 2026 results and spin-off context

Rhea-AI Filing Summary

Positive

Negative

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Shipping equity analyst neutral

Key Figures

Key Terms

FAQ

What were Costamare Bulkers (CMDB) revenues and profit for Q1 2026?

What does the Costamare Bulkers (CMDB) balance sheet look like as of March 31, 2026?

How large is Costamare Bulkers’ (CMDB) dry bulk fleet and charter backlog?

What debt profile does Costamare Bulkers (CMDB) report in this filing?

Did geopolitical tensions impact Costamare Bulkers’ (CMDB) operations in early 2026?

What capital and charter-in commitments does Costamare Bulkers (CMDB) disclose?

Filing Exhibits & Attachments

Press Releases