Washington, D.C. 20549
COSTAMARE INC.
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
INCORPORATION BY REFERENCE
The information contained in 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
July 6, 2016 (File No. 333-212415) and March 29, 2024 (File No. 333-278366) to the extent not superseded by information subsequently filed or furnished (to the extent we expressly state that we incorporate such furnished information by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
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99.1
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First Amendment, dated as of October 21, 2025, to Shareholders Rights Agreement, dated as of October 19, 2010, by and between
Costamare Inc. and Equiniti Trust Company, LLC (formerly known as American Stock Transfer & Trust Company, LLC)
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Monaco, October 21, 2025 – On October 21, 2025, Costamare Inc. (the “Company”) (NYSE: CMRE) entered into a First Amendment (the “Amendment”) to the Shareholders Rights Agreement, dated as of October
19, 2010, by and between the Company and Equiniti Trust Company, LLC (formerly known as American Stock Transfer & Trust Company, LLC), as rights agent (the “Rights Agreement”). The Amendment modifies the definition of Acquiring Person to
provide that, subject to certain exceptions, the Rights (as defined in the Rights Agreement) become exercisable upon a “U.S. Person” (as defined below) becoming the beneficial owner of 5% or more of the Company’s common stock then outstanding.
For non-U.S. Persons, the triggering threshold remains unchanged. “U.S. Person” is generally defined to mean any person who or which is, or the ultimate parent or beneficial owner of such person who or which is, organized under the laws of the
United States of America or any State of the United States of America (or in the case of a natural person, is a legal resident thereof), except as may be exempted by the Board. Any U.S. person that beneficially owned 5% or more of Company's
common stock as of the public announcement of the Amendment will not be deemed to be an Acquiring Person so long as such person does not exceed its existing percentage ownership (other than subject to customary exceptions).
In addition, in connection with the entry into the Amendment, the Board of Directors (the “Board”) of the Company will grant an exemption from the definition
of U.S. Persons any existing U.S.-based shareholders who or which (i) currently beneficially own 5% or more of the Company’s common stock (as evidenced by such holder’s public filings as filed with the U.S. Securities and Exchange
Commission as of the public announcement of the Amendment) and (ii) are passive investors that have reported and are entitled to report beneficial ownership under Schedule 13G under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), but only so long as such holder is eligible to report ownership on Schedule 13G under the Exchange Act and such holder has not reported and is not required to report such ownership on Schedule 13D under the Exchange Act and
such holder does not hold shares of the Company’s common stock on behalf of any other person who is required to report on Schedule 13D under the Exchange Act (an “Existing U.S. Passive Investor”), but solely to the extent such holder does
not beneficially own 6.5% or more of the Company’s common stock.
The Rights Agreement otherwise remains unmodified and continues in full force and effect in accordance with its terms.
The Board approved the entry into the Amendment in an effort to protect stockholder value in light of recent developments arising from the announcement on October 10, 2025 by the Ministry of Transport of the
People’s Republic of China relating to the collection of special port fees from US-linked vessels and the subsequent regulations and guidance promulgated related thereto, and to strengthen the Company’s ability to respond to any U.S. Persons
who may seek to acquire an ownership interest in the Company in order to influence the Company’s ability to adhere to such regulations and guidance. The Company is closely monitoring the ongoing regulatory developments referenced above and
currently expects to rescind the Amendment and reinstate the prior terms of the Rights Agreement if and once the Board determines that such changes are no longer necessary.
The foregoing is a summary of the terms of the Amendment, does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is attached as Exhibit 99.1 and
incorporated by reference into this report.
Forward-Looking Statements
This report contains “forward-looking statements”. In some cases, you can identify these statements by forward-looking words such as “believe”, “intend”, “anticipate”, “estimate”, “project”, “forecast”, “plan”, “potential”, “may”, “should”,
“could” and “expect” and similar expressions. These statements are not historical facts but instead represent only the Company’s belief regarding future results, many of which, by their nature, are inherently uncertain and outside of the
Company’s control. It is possible that actual results may differ, possibly materially, from those anticipated in these forward-looking statements. For a discussion of some of the risks and important factors that could affect future results, see
the discussion in the Company’s Annual Report on Form 20-F (File No. 001-34934) under the caption “Risk Factors”.
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.
