Costamare Bulkers Holdings Ltd 6-K, filed May 13, 2026
Costamare Bulkers Holdings Ltd (CMDB)
About this 6-K
Costamare Bulkers Holdings Ltd filed this 6-K on May 13, 2026.
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 May 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
Exhibit 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F-3, as filed with the U.S. Securities and Exchange Commission on May 30, 2025 (File No. 333-287685), to the extent not superseded by information subsequently filed or furnished (to the extent we expressly state that we incorporate such furnished information by reference) by us under the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 | Press Release, dated May 13, 2026: Costamare Bulkers Holdings Limited Reports Results for the First Quarter Ended March 31, 2026 |
| 99.2 | Financial Report for the First Quarter Ended March 31, 2026 |
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: May 13, 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 REPORTS RESULTS FOR THE FIRST QUARTER ENDED MARCH 31, 2026
Monaco, May 13, 2026 – Costamare Bulkers Holdings Limited (“Costamare Bulkers” or the “Company”) (NYSE: CMDB) today reported unaudited financial results for the first quarter ended March 31, 2026 (“Q1 2026”).
Financial Highlights1 and Operational Updates
| I. | PROFITABILITY - LIQUIDITY - DEBT | ||
| · | Q1 2026 Net Income of $9.9 million ($0.41 earnings per share). | ||
| · | Q1 2026 Adjusted Net Income2 of $12.4 million ($0.51 earnings per share). | ||
| · | Q1 2026 liquidity of $353.3 million3. | ||
| · | Cash4 exceeding Debt5 by $127.2 million as of the end of Q1 2026. | ||
| II. | FLEET RENEWAL |
Vessel Acquisition
| · | Conclusion of the purchase of the 2018-built, 60,297 DWT capacity dry bulk vessel, Astros (ex. Koushun)6. |
Long-term Charter-in Agreements
| · | Delivery of the newbuild, 81,800 DWT capacity dry bulk vessel, Hermes Century: |
| - | Minimum tenor of charter-in period of 5 years. |
| - | Company retains extension options and purchase options for the tenor of the charter-in period. |
| - | Vessel has been time-chartered out for a period of approximately one year at a rate generating a daily gross profit of approximately $3,600. |
| · | Agreement to charter-in an additional newbuild Kamsarmax vessel under a long-term period charter with extension and purchase options upon delivery (expected Q2 2027–Q1 2028). |
1 This earnings release focuses on the financial results and management’s discussion and analysis of Costamare Bulkers for the three-month period ended March 31, 2026. Costamare Bulkers had nominal operations during the corresponding period in 2025 and remained a wholly owned subsidiary of Costamare Inc. (“Costamare”), a New York Stock Exchange (“NYSE”) listed company, until May 6, 2025, when it became an independent publicly traded company listed on the NYSE through a spin-off from Costamare. Accordingly, no comparative figures are presented for the three-month period ended March 31, 2025.
2 Adjusted Net Income and respective per share figures are non-GAAP measures and should not be used in isolation or as substitutes for Costamare Bulkers financial results presented in accordance with U.S. generally accepted accounting principles (“GAAP”). For the definition and reconciliation of these measures to the most directly comparable financial measure calculated and presented in accordance with GAAP, please refer to Exhibit I.
3 Liquidity includes Cash (as defined in footnote 4) and $84.7 million of available undrawn funds from one hunting license facility as of March 31, 2026.
4 Cash denotes Cash and cash equivalents (including restricted cash) of $258.5 million plus margin deposits of $10.1 million relating mainly to our forward freight agreements (“FFAs”) and bunker swaps.
5 Debt denotes Long-term debt including current and non-current portion.
6 The vessel is currently on time charter, expiring in February 2027 (at the earliest) with charterers’ option to extend until June 2028.
1
Vessel Disposals
| · | Conclusion of the sale of the 2011-built, 180,643 DWT capacity dry bulk vessel, Miracle, resulting in capital gains of approximately $7.0 million. |
| III. | OPERATING PLATFORM |
| · | Completion7 of the transfer of the majority of the trading book8 to Cargill International S.A. (“Cargill”). | |
| · | The operating platform9 is currently focused on Kamsarmax-type vessels and consists of 20 third-party owned dry bulk vessels including: |
| - | Two Capesize vessels chartered-in under period charters (one expected to be redelivered within 2026). |
| - | 18 Kamsarmax vessels, 17 of which are chartered-in under short-term period charters or time charter trips. |
| IV. | OWNED FLEET |
| · | Costamare Bulkers currently owns a fleet of 30 dry bulk vessels with a total capacity of approximately 2.7 million DWT, consisting of: |
| - | 6 Capesize vessels, all of which are on period charters. |
| - | 7 Kamsarmax vessels, all of which are on period charters. |
| - | 9 Ultramax vessels, out of which 7 are on period charters. |
| - | 8 Supramax vessels, out of which 6 are on period charters. |
| · | The majority of the period charters are on index-linked charter agreements with owner’s option to convert to fixed rate based on the prevailing FFA curve. |
7 Excluding one vessel whose charter-in agreement is scheduled to be novated to Cargill in Q2 2026.
8 As of September 29, 2025 and pursuant to the Strategic Cooperation Agreement with Cargill.
9 As of May 12, 2026, and excluding one vessel whose charter-in agreement is scheduled to be novated to Cargill and two vessels sub-chartered out to Cargill on back to back terms pursuant to the Strategic Cooperation Agreement.
2
Mr. Gregory Zikos, Chief Executive Officer of Costamare Bulkers Holdings Limited, commented:
“During the first quarter of the year Costamare Bulkers generated an adjusted net income of $12.4 million.
As of today, we have successfully transferred a majority of the Company’s legacy trading portfolio pursuant to our deal with Cargill, effectively de-risking our balance sheet. We expect that our trading platform will be free of the remaining legacy trades by year end.
As part of our fleet renewal program, we recently concluded the sale of one 2011-built Capesize vessel and the acquisition of one 2018-built Ultramax. At the same time we accepted delivery of one newbuilding Kamsarmax chartered in for a minimum period of 5 years. The vessel has been chartered out at a profitable rate for a minimum period of 11 months.
With total cash of about $270 million and debt of ca. $140 million, the Company is net cash positive, positioning us favorably to grow countercyclically in a low asset value environment.
Regarding the market, during the first four months of the year the market exhibited elevated volatility relative to historical averages, driven by increased activity and inefficiencies, while geopolitical instability contributed additional uncertainty.
Capesize earnings were supported by robust iron ore and bauxite volumes, coupled with limited fleet growth. Ton-mile demand was further reinforced by the expansion of West Africa–China trade flows across both commodities.
Alongside the firm Capesize market and broadly positive dry bulk sentiment, the Panamax index was further supported by a record soybean harvest in Brazil, as well as the U.S.–China agreement reached at the end of 2025, which drove long-haul soybean shipments during the first quarter.
Finally, the Supramax segment recorded a solid start to the year, as increased grain and minor bulk flows offset the negative impact of the Strait of Hormuz closure, which reduced Persian Gulf export volumes by approximately 50%.”
3
Conference Call details:
On May 13, 2026 at 8:30 a.m. EST, Costamare Bulkers management team will hold a conference call to discuss the financial results. Participants should dial into the call 10 minutes before the scheduled time using the following numbers: 1-844-887-9405 (from the US) or +1-412-317-9258 (from outside the US). Please quote “Costamare Bulkers”. A replay of the conference call will be available until May 20, 2026. The United States replay number is +1-855-669-9658; the standard international replay number is +1-412-317-0088; and the access code required for the replay is 1424684.
Live webcast:
There will also be a simultaneous live webcast over the Internet, through the Costamare Bulkers website (www.costamarebulkers.com). Participants to the live webcast should register on the website approximately 10 minutes prior to the start of the webcast.
About Costamare Bulkers Holdings Limited
Costamare Bulkers Holdings Limited is an international owner and operator of dry bulk vessels. Costamare Bulkers’ owned dry bulk fleet consists of 30 vessels with a total carrying capacity of approximately 2,665,000 DWT. Costamare Bulkers also owns a dry bulk operating platform (CBI) which charters in/out dry bulk vessels, enters into contracts of affreightment, forward freight agreements and may also utilize hedging solutions. Costamare Bulkers’ common stock trades on the New York Stock Exchange under the symbol “CMDB”.
Forward-Looking Statements
This earnings release contains “forward-looking statements”. In some cases, you can identify these statements by forward-looking words such as “believe”, “intend”, “anticipate”, “estimate”, “project”, “forecast”, “plan”, “potential”, “may”, “should”, “could”, “expect” and similar expressions. You should not place undue reliance on these statements. These statements are not historical facts but instead represent only the Company’s beliefs regarding future results, many of which, by their nature, are inherently uncertain and outside of the Company’s control. Although the Company believes that its expectations stated in this earnings release are based on reasonable assumptions, 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. 001-42581). All forward-looking statements reflect management’s current views with respect to certain future events, and the Company expressly disclaims any obligation to update or revise any of these forward-looking statements, whether because of future events, new information, a change in the Company’s views or expectations, or otherwise.
Company Contacts:
Gregory Zikos – Chief Executive Officer
Dimitris Pagratis - Chief Financial Officer
Konstantinos Tsakalidis - Business Development
Costamare Bulkers Holdings Limited, Monaco
Tel: (+377) 92 00 1745
Email: ir@costamarebulkers.com
4
Financial Summary
| (Expressed in thousands of U.S. dollars, except share and per share data) | Three-month period ended March 31, 2026 | |||
| Voyage revenue | $ | 103,963 | ||
| Voyage revenue – related parties | $ | 7,545 | ||
| Total voyage revenue | $ | 111,508 | ||
| Total voyage revenue adjusted on a cash basis (1) | $ | 111,508 | ||
| Adjusted Net Income (2) | $ | 12,424 | ||
| Weighted Average number of shares | 24,181,817 | |||
| Adjusted Earnings per share (2) | $ | 0.51 | ||
| Net Income | $ | 9,936 | ||
| Weighted Average number of shares | 24,181,817 | |||
| Earnings per share | $ | 0.41 | ||
(1) “Total voyage revenue adjusted on a cash basis” represents Total voyage revenue adjusted for any non-cash revenue recognized during the period resulting from certain charter arrangements with escalating or descending rates. This measure is not a recognized measurement under U.S. generally accepted accounting principles (“GAAP”). Management believes that the presentation of Total voyage revenue adjusted on a cash basis is useful to investors because it reflects charter revenue for the relevant period based on the applicable contractual charter rates during such period. No such adjustment was required for the three-month period ended March 31, 2026.
(2) Adjusted Net Income and Adjusted Earnings per Share are non-GAAP measures. Refer to the reconciliation of Net Income to Adjusted Net Income and Adjusted Earnings per Share.
Non-GAAP Measures
The Company reports its financial results in accordance with U.S. GAAP. However, management believes that certain non-GAAP financial measures used in managing the business may provide users of these financial measures additional meaningful comparisons, between current results and results in prior operating periods. Management believes that these non-GAAP financial measures can provide additional meaningful reflection of underlying trends of the business because they provide a comparison of historical information that excludes certain items that impact the overall comparability. Management also uses these non-GAAP financial measures in making financial, operating and planning decisions and in evaluating the Company’s performance. The tables below set out supplemental financial data and corresponding reconciliations to GAAP financial measures for the relevant period. Non-GAAP financial measures should be viewed in addition to, and not as an alternative for, voyage revenue, net income, or other measures determined in accordance with GAAP. Non-GAAP financial measures include (i) Total voyage revenue adjusted on a cash basis (reconciled above), (ii) Adjusted Net Income and (iii) Adjusted Earnings per Share.
5
Exhibit I
Reconciliation of Net Income to Adjusted Net Income and Adjusted Earnings per Share
| Three-month period ended March 31, 2026 | ||||
| (Expressed in thousands of U.S. dollars, except share and per share data) | ||||
| Net Income | $ | 9,936 | ||
| Deferred charter-in expense | (456 | ) | ||
| General and administrative expenses - non-cash component | 936 | |||
| Non-recurring, non-cash write-off of loan deferred financing costs | 166 | |||
| Non-recurring expenses for realignment of operating platform | 5,071 | |||
| Gain on derivative instruments, excluding realized (gain) / loss on derivative instruments (1) | (3,229 | ) | ||
| Adjusted Net Income | $ | 12,424 | ||
| Adjusted Earnings per Share | $ | 0.51 | ||
| Weighted average number of shares | 24,181,817 | |||
Adjusted Net Income and Adjusted Earnings per Share represent Net Income before deferred charter-in expense, non-recurring, non-cash write-off of loan deferred financing costs, non-recurring expenses for realignment of operating platform, general and administrative expenses - non-cash component and gain on derivative instruments, excluding realized (gain)/loss on derivative instruments. However, Adjusted Net Income and Adjusted Earnings per Share are not recognized measurements under U.S. GAAP. We believe that the presentation of Adjusted Net Income and Adjusted Earnings per Share are useful to investors because they are frequently used by securities analysts, investors and other interested parties in the evaluation of companies in our industry. We also believe that Adjusted Net Income and Adjusted Earnings per Share are useful in evaluating our ability to service additional debt and make capital expenditures. In addition, we believe that Adjusted Net Income and Adjusted Earnings per Share are useful in evaluating our operating performance and liquidity position compared to that of other companies in our industry because the calculation of Adjusted Net Income and Adjusted Earnings per Share generally eliminates the effects of the accounting, effects of certain hedging instruments and other accounting treatments, items which may vary for different companies for reasons unrelated to overall operating performance and liquidity. In evaluating Adjusted Net Income and Adjusted Earnings per Share, you should be aware that in the future we may incur expenses that are the same as or similar to some of the adjustments in this presentation. Our presentation of Adjusted Net Income and Adjusted Earnings per Share should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items. Previously, the Company’s calculation of Adjusted Net Income and Adjusted Earnings per Share included adjustments for any gain/loss incurred in connection with the sale of vessels and for any loss on vessels held for sale. As the Company’s fleet management activities may, subject to market and other conditions, periodically include the sale of dry bulk vessels, the Company no longer includes such adjustments in its calculation of these non-GAAP measures beginning with the results for the first quarter ended March 31, 2026. We believe this updated methodology provides a more meaningful view of the Company’s operating performance.
| (1) | Items to consider for comparability, when prior period figures are presented, include gains and charges. Gains positively impacting Net Income are reflected as deductions to Adjusted Net Income. Charges negatively impacting Net Income are reflected as increases to Adjusted Net Income. |
6
Exhibit II
Owned Dry Bulk Fleet Utilization(1)
| Three-month period ended March 31, 2026 | ||||
| Owned Dry Bulk Fleet Available Days | 2,587 | |||
| Owned Dry Bulk Fleet Utilization | 97.4 | % | ||
(1) We calculate utilization of our owned dry bulk fleet (including vessels chartered-in by CBI) by dividing (i) the aggregate number of our on-hire days and ballast days (excluding dry dock ballast days) in a period of our owned dry bulk fleet by (ii) the number of our available days (owned dry bulk fleet) during such period. We use the following definitions in our calculation of utilization of owned dry bulk fleet:
| · | On-hire days. We define on-hire days as the total days that a vessel was on-hire during a period. |
| · | Ballast days (excluding dry dock ballast days). We define ballast days (excluding dry dock ballast days) during a period, as the total number of days that a vessel is not on-hire, but is conducting ordinary ship operations (other than dry dock ballast days) which includes repositioning from a discharging port to a loading port, sailing to a port for the conclusion of a prospective sale of a vessel or a change of the technical manager of a vessel. |
| · | Available days. We define available days as the number of our ownership days of our owned dry bulk fleet during a period less the aggregate number of dry dock days and dry dock ballast days during such period. We use the following definitions in our calculation of available days (owned dry bulk fleet): |
| ü | Dry dock days. We define dry dock days as the days during a period that a vessel underwent scheduled repairs or repairs under guarantee, vessel upgrades, scheduled dry-docking or special surveys. |
| ü | Dry dock ballast days. We define dry dock ballast days as the total days during a period that a vessel spends sailing to and from a shipyard for scheduled repairs or repairs under guarantee, vessel upgrades, scheduled dry-docking or special surveys. |
7
Exhibit 99.2
Financial Report
Results of Operations
Three-month period ended March 31, 20261
During the three-month period ended March 31, 2026, we had an average of 30.5 vessels in our owned fleet. Furthermore, during the three-month period ended March 31, 2026, we chartered-in an average of 23.8 third-party dry bulk vessels.
During the three-month period ended March 31, 2026, we sold the vessels Clara and Miracle with an aggregate DWT capacity of 237,200.
During the three-month period ended March 31, 2026, our fleet ownership days totaled 2,742. Ownership days are one of the primary drivers of voyage revenue and vessels’ operating expenses and represent the aggregate number of days in a period during which each vessel in our fleet is owned.
Consolidated Financial Results and Vessels’ Operational Data
| Three-month period ended March 31, 2026 | ||||
| (Expressed in millions of U.S. dollars) | ||||
| Voyage revenue | $ | 104.0 | ||
| Voyage revenue – related parties | 7.5 | |||
| Total voyage revenue | 111.5 | |||
| Voyage expenses | (23.0 | ) | ||
| Charter-in hire expenses | (46.0 | ) | ||
| Voyage expenses – related parties | (0.8 | ) | ||
| Vessels’ operating expenses | (16.7 | ) | ||
| General and administrative expenses | (2.3 | ) | ||
| Management and agency fees – related parties | (5.4 | ) | ||
| General and administrative expenses – non-cash component | (0.9 | ) | ||
| Amortization of dry-docking and special survey costs | (1.6 | ) | ||
| Depreciation | (8.6 | ) | ||
| Gain on sale of vessels | 7.7 | |||
| Foreign exchange losses | (0.1 | ) | ||
| Interest income | 1.6 | |||
| Interest and finance costs | (2.6 | ) | ||
| Other, net | (5.2 | ) | ||
| Gain on derivative instruments, net | 2.3 | |||
| Net Income | $ | 9.9 | ||
1 The discussion below reflects the first quarter 2026 consolidated financial results of Costamare Bulkers. No comparative figures are presented for the first quarter of 2025, as Costamare Bulkers had nominal operations during that time.
1
| Three-month period ended March 31, | ||||
| (Expressed in millions of U.S. dollars) | 2026 | |||
| Total voyage revenue | $ | 111.5 | ||
| Total voyage revenue adjusted on a cash basis (I) | $ | 111.5 | ||
Vessels’ operational data
| Three-month period ended March 31, 2026 | ||||
| Average number of vessels(II) | 30.5 | |||
| Ownership days(II) | 2,742 | |||
| Number of vessels under dry-docking and special survey(II) | 3 | |||
(I) Total voyage revenue adjusted on a cash basis represents Total voyage revenue adjusted for any non-cash revenue recognized during the period resulting from certain charter arrangements and is not a recognized measurement under GAAP. No such adjustment was required for the three-month period ended March 31, 2026.
(II) Vessels in our owned fleet.
Total Voyage Revenue
Total voyage revenue was $111.5 million during the three-month period ended March 31, 2026, and mainly includes voyage revenue earned by the charter-out activities of both owned and chartered-in vessels and contractual reimbursements from certain of our charterers for EU Emissions Allowances (“EUAs”) and Fuel EU Maritime penalties.
Voyage Expenses
Voyage expenses were $23.0 million for the three-month period ended March 31, 2026. Voyage expenses mainly include (i) fuel consumption, primarily relating to the activities of the charter-in vessels, (ii) third-party commissions, (iii) port expenses, (iv) canal tolls and (v) EUAs and Fuel EU Maritime expenses; however, a significant portion of EUAs and Fuel EU Maritime expenses are contractually reimbursed by the charterers, as discussed in “Total Voyage Revenue”, mitigating the net expenses impact.
Charter-in Hire Expenses
Charter-in hire expenses were $46.0 million for the three-month period ended March 31, 2026, relating to the chartering-in of third-party dry bulk vessels.
Voyage Expenses – related parties
Voyage expenses – related parties were $0.8 million for the three-month period ended March 31, 2026. Voyage expenses – related parties represent (i) fees of 1.25%, in the aggregate, on voyage revenues earned by our owned fleet charged by a related manager and a related service provider and (ii) address commissions on certain charter-out agreements payable to a related agent. This commission is subsequently paid in full on a back-to-back basis by the related agent to its respective third-party clients with no benefit for the related agent.
Vessels’ Operating Expenses
Vessels’ operating expenses were $16.7 million during the three-month period ended March 31, 2026. Daily vessels’ operating expenses were $6,094 for the three-month period ended March 31, 2026. Daily operating expenses are calculated as vessels’ operating expenses for the period over the ownership days of the period.
General and Administrative Expenses
General and administrative expenses were $2.3 million during the three-month period ended March 31, 2026 and include an amount of $0.7 million that was paid to a related service provider.
2
Management and Agency Fees – related parties
Management fees charged by our related party managers were $3.0 million during the three-month period ended March 31, 2026. The amounts charged by our related party managers include amounts paid to third party managers of $0.6 million for the three-month period ended March 31, 2026. Furthermore, during the three-month period ended March 31, 2026, agency fees of $2.4 million, in aggregate, were charged by four related agents.
General and Administrative Expenses – non-cash component
General and administrative expenses - non-cash component for the three-month period ended March 31, 2026 amounted to $0.9 million, representing the value of the shares issued to a related service provider on March 30, 2026.
Amortization of Dry-Docking and Special Survey Costs
Amortization of deferred dry-docking and special survey costs was $1.6 million during the three-month period ended March 31, 2026. 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.
Depreciation
Depreciation expense for the three-month period ended March 31, 2026 was $8.6 million.
Gain on Sale of Vessels
During the three-month period ended March 31, 2026, we recorded an aggregate gain of $7.7 million from the sale of the dry bulk vessels Clara and Miracle.
Interest Income
Interest income amounted to $1.6 million for the three-month period ended March 31, 2026.
Interest and Finance Costs
Interest and finance costs were $2.6 million during the three-month period ended March 31, 2026. Interest and finance costs include mainly interest expense on our bank loans, amortization of deferred financing costs, bank charges and other financial expenses.
Other, net
Other, net, amounted to $5.2 million during the three-month period ended March 31, 2026, mainly related to certain non-recurring expenses in connection with the realignment of the operating platform.
Gain on Derivative Instruments, net
As of March 31, 2026, we hold derivative financial instruments that do not qualify for hedge accounting. The change in the fair value of each derivative instrument that does not qualify for hedge accounting is recorded in the consolidated statements of income.
As of March 31, 2026, the fair value of these instruments, in aggregate, amounted to a net asset of $2.7 million. During the three-month period ended March 31, 2026, the change in the fair value (fair value as of, March 31, 2026 compared to fair value as of December 31, 2025) of the derivative instruments, including their realized components during the period, resulted in a net gain of $2.3 million, which has been included in Gain on Derivative Instruments, net.
3
Cash Flows
Three-month period ended March 31, 20262
| Condensed cash flows | ||||
| (Expressed in millions of U.S. dollars) | Three-month period ended March 31, 2026 | |||
| Net Cash Provided by Operating Activities | $ | 18.9 | ||
| Net Cash Provided by Investing Activities | $ | 38.6 | ||
| Net Cash Used in Financing Activities | $ | (14.6 | ) | |
Net Cash Provided by Operating Activities
Net cash flows provided by operating activities for the three-month period ended March 31, 2026, was $18.9 million. Net cash flows are mainly affected by (i) the net cash from operations, (ii) the working capital (Current assets minus Current liabilities) position, excluding the current portion of long-term debt, (iii) the dry-docking and special survey costs and (iv) the interest payments.
Net Cash Provided by Investing Activities
Net cash provided by investing activities was $38.6 million in the three-month period ended March 31, 2026, which mainly consisted of proceeds we received from the sale of the dry bulk vessels Clara and Miracle; partly offset by (i) an advance payment for the acquisition of the secondhand dry bulk vessel Astros (ex. Koushun) and (ii) payments for upgrades for certain of our dry bulk vessels.
Net Cash Used in Financing Activities
Net cash used in financing activities was $14.6 million in the three-month period ended March 31, 2026, which consisted of payments relating to our debt financing agreements.
Liquidity and Unencumbered Vessels
Cash and cash equivalents
As of March 31, 2026, we had Cash and cash equivalents (including restricted cash) of $258.5 million and $10.1 million in margin deposits in relation to our FFAs, bunker swaps and EUA futures. Including the $84.7 million of available undrawn funds from our hunting license facility, our total liquidity as of March 31, 2026, was approximately $353.3 million.
Debt-free vessels
As of May 12, 2026, the following vessels were free of debt.
Unencumbered Vessels
| Vessel Name | Year Built |
DWT Capacity |
||
| ALWINE | 2014 | 61,090 | ||
| AUGUST | 2015 | 61,090 | ||
| ASTROS | 2018 | 60,297 |
2 The discussion below reflects the first quarter 2026 consolidated condensed cash flows of Costamare Bulkers. No comparative figures are presented for the first quarter of 2025, as Costamare Bulkers had nominal operations during that time.
4
Forward-Looking Statements
This earnings release contains “forward-looking statements”. In some cases, you can identify these statements by forward-looking words such as “believe”, “intend”, “anticipate”, “estimate”, “project”, “forecast”, “plan”, “potential”, “may”, “should”, “could”, “expect” and similar expressions. You should not place undue reliance on these statements. These statements are not historical facts but instead represent only the Company’s beliefs regarding future results, many of which, by their nature, are inherently uncertain and outside of the Company’s control. Although the Company believes that its expectations stated in this earnings release are based on reasonable assumptions, 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. 001-42581). All forward-looking statements reflect management’s current views with respect to certain future events, and the Company expressly disclaims any obligation to update or revise any of these forward-looking statements, whether because of future events, new information, a change in the Company’s views or expectations, or otherwise.
Company Contacts:
Gregory Zikos – Chief Executive Officer
Dimitris Pagratis - Chief Financial Officer
Konstantinos Tsakalidis - Business Development
Costamare Bulkers Holdings Limited, Monaco
Tel: (+377) 92 00 1745
Email: ir@costamarebulkers.com
5
Owned Vessels Fleet List
The table below provides information about our owned fleet as of May 12, 2026.
|
|
Vessel Name | Year Built | Capacity (DWT) |
| 1 | FRONTIER | 2012 | 181,415 |
| 2 | PROSPER | 2012 | 179,895 |
| 3 | DORADO | 2011 | 179,842 |
| 4 | MAGNES | 2011 | 179,546 |
| 5 | IMPERATOR | 2012 | 176,387 |
| 6 | ENNA | 2011 | 175,975 |
| 7 | AEOLIAN | 2012 | 83,478 |
| 8 | GRENETA | 2010 | 82,166 |
| 9 | HYDRUS | 2011 | 81,601 |
| 10 | PHOENIX | 2012 | 81,569 |
| 11 | BUILDER | 2012 | 81,541 |
| 12 | FARMER | 2012 | 81,541 |
| 13 | SAUVAN | 2010 | 79,700 |
| 14 | MERCHIA | 2015 | 63,585 |
| 15 | DAWN | 2018 | 63,561 |
| 16 | SEABIRD | 2016 | 63,553 |
| 17 | ORION | 2015 | 63,473 |
| 18 | DAMON | 2012 | 63,301 |
| 19 | ARYA | 2013 | 61,424 |
| 20 | ALWINE | 2014 | 61,090 |
| 21 | AUGUST | 2015 | 61,090 |
| 22 | ASTROS (ex. KOUSHUN) | 2018 | 60,297 |
| 23 | ATHENA | 2012 | 58,018 |
| 24 | ERACLE | 2012 | 58,018 |
| 25 | NORMA | 2010 | 58,018 |
| 26 | CURACAO | 2011 | 57,937 |
| 27 | URUGUAY | 2011 | 57,937 |
| 28 | SERENA | 2010 | 57,266 |
| 29 | LIBRA | 2010 | 56,701 |
| 30 | BERMONDI | 2009 | 55,469 |
6
Chartered-In Vessels Fleet List
The table below provides information about our chartered-in fleet3 as of May 12, 2026.
|
|
Vessel Name | Year Built | Capacity (DWT) | Earliest Redelivery to Owners |
| 1 | SHANDONG MIGHTINESS | 2021 | 210,896 | September 2026 |
| 2 | CAPE PROTEUS (i) | 2011 | 180,585 | April 2027 |
| 3 | GRAMPUS CHARM | 2013 | 82,937 | July 2026 |
| 4 | GRAND OCEAN | 2023 | 82,698 | TC Trips |
| 5 | APJ PRITI 2 | 2006 | 82,574 | July 2026 |
| 6 | NEW ERA | 2011 | 82,153 | September 2026 |
| 7 | M EXPLORER | 2010 | 82,094 | TC Trip |
| 8 | ADMIRAL JIMMU | 2020 | 82,024 | October 2026 |
| 9 | EVER MAJESTY | 2021 | 81,936 | TC Trips |
| 10 | MAJESTIC STAR | 2020 | 81,878 | July 2026 |
| 11 | PACIFIC CELERITY | 2025 | 81,869 | TC Trip |
| 12 | HERMES CENTURY | 2026 | 81,800 | February 2031 |
| 13 | LADY ANNE | 2020 | 81,688 | TC Trip |
| 14 | GEORGITSI (i) | 2012 | 81,309 | September 2026 |
| 15 | PLATANOS | 2011 | 81,123 | TC Trips |
| 16 | W-LUNA | 2016 | 81,115 | TC Trip |
| 17 | SEA UNITY | 2016 | 81,112 | September 2026 |
| 18 | RB JAKE | 2016 | 81,039 | TC Trip |
| 19 | GEMINI OCEAN | 2017 | 80,982 | September 2026 |
| 20 | STAHLA | 2012 | 76,049 | TC Trip |
| (i) | Time-chartered out for the whole remaining charter-in period. |
Chartered-In Newbuilding Vessel
|
|
Vessel | Capacity (DWT) | Estimated Delivery | |
| 1 | Newbuilding | 82,400 | Q2 2027 – Q1 2028 |
3 Excluding (i) two vessels already sub-chartered out to Cargill on back to back terms and (ii) one vessel whose charter-in agreement is scheduled to be novated to Cargill, pursuant to the Cooperation Agreement.
7
COSTAMARE BULKERS HOLDINGS LIMITED
Consolidated Statement of Income
| Three-month period ended March 31, | ||||||||
(Expressed in thousands of U.S. dollars, except share and per share amounts) | 2025 | 2026 | ||||||
| (Unaudited) | (Unaudited) | |||||||
| REVENUES: | ||||||||
| Voyage revenue | $ | - | $ | 103,963 | ||||
| Voyage revenue – related parties | - | 7,545 | ||||||
| Total voyage revenue | - | 111,508 | ||||||
| EXPENSES: | ||||||||
| Voyage expenses | - | (22,977 | ) | |||||
| Charter-in hire expenses | - | (45,976 | ) | |||||
| Voyage expenses – related parties | - | (793 | ) | |||||
| Vessels’ operating expenses | - | (16,709 | ) | |||||
| General and administrative expenses | - | (2,274 | ) | |||||
| Management and agency fees – related parties | - | (5,421 | ) | |||||
| General and administrative expenses – non-cash component | - | (936 | ) | |||||
| Amortization of dry-docking and special survey costs | - | (1,607 | ) | |||||
| Depreciation | - | (8,645 | ) | |||||
| Gain on sale of vessels | - | 7,741 | ||||||
| Foreign exchange losses | - | (74 | ) | |||||
| Operating Income | - | 13,837 | ||||||
| OTHER INCOME / (EXPENSES): | ||||||||
| Interest income | 18 | 1,643 | ||||||
| Interest and finance costs | - | (2,635 | ) | |||||
| Other, net | - | (5,250 | ) | |||||
| Gain on derivative instruments, net | - | 2,341 | ||||||
| Total other income / (expenses), net | 18 | (3,901 | ) | |||||
| Net income | $ | 18 | $ | 9,936 | ||||
| Earnings per common share, basic and diluted | $ | 1.80 | $ | 0.41 | ||||
| Weighted average number of shares, basic and diluted | 10,000 | 24,181,817 | ||||||
8
COSTAMARE BULKERS HOLDINGS LIMITED
Consolidated Balance Sheets
| (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 | $ | 211,845 | $ | 255,105 | ||||
| Margin deposits | 10,825 | 10,148 | ||||||
| Accounts receivable | 22,597 | 13,607 | ||||||
| Inventories | 14,217 | 14,569 | ||||||
| Due from related parties | 4,444 | 4,322 | ||||||
| Insurance claims receivable | 4,785 | 4,567 | ||||||
| Fair value of derivatives | 268 | 2,673 | ||||||
| Prepayments and other | 24,668 | 17,273 | ||||||
| Total current assets | 293,649 | 322,264 | ||||||
| FIXED ASSETS, NET: | ||||||||
| Vessels and advances, net | 565,547 | 527,379 | ||||||
| Total fixed assets, net | 565,547 | 527,379 | ||||||
| NON-CURRENT ASSETS: | ||||||||
| Deferred charges, net | 18,357 | 22,160 | ||||||
| Operating leases, right-of-use assets | 41,667 | 21,216 | ||||||
| Accounts receivable, non-current | 5,503 | 5,586 | ||||||
| Due from related parties, non-current | 1,050 | 975 | ||||||
| Restricted cash | 3,650 | 3,350 | ||||||
| Total assets | $ | 929,423 | $ | 902,930 | ||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| CURRENT LIABILITIES: | ||||||||
| Current portion of long-term debt | $ | 14,995 | $ | 13,962 | ||||
| Operating lease liabilities, current portion | 39,155 | 20,648 | ||||||
| Accounts payable | 26,028 | 26,260 | ||||||
| Due to related parties | 5,145 | 4,815 | ||||||
| Accrued liabilities | 9,732 | 11,134 | ||||||
| Unearned revenue | 11,911 | 6,725 | ||||||
| Fair value of derivatives | 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 | 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 | - | - | ||||||
| Common stock | 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 | ||||
9
COSTAMARE BULKERS HOLDINGS LIMITED PREDECESSOR
Combined Carve-out Statements of Operations4
| For the three-month period ended March 31, | ||||||||
(Expressed in thousands of U.S. dollars) | 2024 | 2025 | ||||||
| REVENUES: | (Unaudited) | (Unaudited) | ||||||
| Voyage revenue | $ | 254,616 | $ | 167,671 | ||||
| Voyage revenue – related parties | - | 55,689 | ||||||
| Total voyage revenue | 254,616 | 223,360 | ||||||
| EXPENSES: | ||||||||
| Voyage expenses | (88,684 | ) | (78,803 | ) | ||||
| Charter-in hire expenses | (144,350 | ) | (111,518 | ) | ||||
| Voyage expenses-related parties | (572 | ) | (2,409 | ) | ||||
| Vessels’ operating expenses | (21,316 | ) | (19,553 | ) | ||||
| General and administrative expenses | (2,969 | ) | (4,344 | ) | ||||
| General and administrative expenses – related parties | (872 | ) | (767 | ) | ||||
| Management and agency fees - related parties | (7,529 | ) | (6,953 | ) | ||||
| Amortization of dry-docking and special survey costs | (1,430 | ) | (1,606 | ) | ||||
| Depreciation | (8,969 | ) | (10,088 | ) | ||||
| Gain on sale of vessels, net | 993 | - | ||||||
| Loss on vessels held for sale | - | (4,669 | ) | |||||
| Vessel’s impairment loss | - | (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 | (6,098 | ) | (5,478 | ) | ||||
| Interest expense – related parties | - | (629 | ) | |||||
| Other, net | 81 | (50 | ) | |||||
| Gain on derivative instruments, net | 25,786 | 9,673 | ||||||
| Total other income, net | 20,202 | 3,714 | ||||||
| Net loss | $ | (948 | ) | $ | (13,679 | ) | ||
4 This statement includes combined carve-out financial information for Costamare Bulkers Holdings Limited Predecessor, prepared in accordance with the same accounting principles as disclosed in Costamare Bulkers’ Annual Report on Form 20-F (File No. 001-42581).
10
COSTAMARE BULKERS HOLDINGS LIMITED PREDECESSOR
Combined Carve-out Balance Sheet5
(Expressed in thousands of U.S. dollars) | ||||
| December 31, 2024 | ||||
| ASSETS | (Audited) | |||
| CURRENT ASSETS: | ||||
| Cash and cash equivalents | $ | 49,858 | ||
| Restricted cash | 941 | |||
| Margin deposits | 45,221 | |||
| Accounts receivable, net | 39,648 | |||
| Inventories | 44,500 | |||
| Due from related parties | 7,014 | |||
| Fair value of derivatives | 197 | |||
| Insurance claims receivable | 2,842 | |||
| Prepayments and other assets | 49,796 | |||
| Total current assets | 240,017 | |||
| FIXED ASSETS, NET: | ||||
| Vessels and advances, net | 671,844 | |||
| Total fixed assets, net | 671,844 | |||
| OTHER NON-CURRENT ASSETS: | ||||
| Accounts receivable, net, non-current | 1,610 | |||
| Deferred charges, net | 19,119 | |||
| Due from related parties, non-current | 1,050 | |||
| Fair value of derivatives, non-current | 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 | $ | 30,505 | ||
| Related party loans | 85,000 | |||
| Accounts payable | 41,477 | |||
| Due to related parties | 5,319 | |||
| Operating lease liabilities, current portion | 205,172 | |||
| Accrued liabilities | 11,906 | |||
| Unearned revenue | 22,911 | |||
| Fair value of derivatives | 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 | 305,724 | |||
| Operating lease liabilities, non-current portion | 87,424 | |||
| Fair value of derivatives, non-current portion | 5,174 | |||
| Total non-current liabilities | 398,322 | |||
| COMMITMENTS AND CONTINGENCIES | - | |||
| SHAREHOLDERS’ EQUITY: | ||||
| Common shares | 250 | |||
| Additional paid-in capital | 207,284 | |||
| Net Parent Investment | 312,546 | |||
| Accumulated deficit | (98,061 | ) | ||
| Total shareholders’ equity | 422,019 | |||
| Total liabilities and shareholders’ equity | $ | 1,240,998 | ||
5 This statement includes combined carve-out financial information for Costamare Bulkers Holdings Limited Predecessor, prepared in accordance with the same accounting principles as disclosed in Costamare Bulkers’ Annual Report on Form 20-F (File No. 001-42581).
11
Financial Summary
| (Expressed in thousands of U.S. dollars, except share and per share data) | Three-month period ended March 31, 2026 | |||
| Voyage revenue | $ | 103,963 | ||
| Voyage revenue – related parties | $ | 7,545 | ||
| Total voyage revenue | $ | 111,508 | ||
| Total voyage revenue adjusted on a cash basis (1) | $ | 111,508 | ||
| Adjusted Net Income (2) | $ | 12,424 | ||
| Weighted Average number of shares | 24,181,817 | |||
| Adjusted Earnings per share (2) | $ | 0.51 | ||
| Net Income | $ | 9,936 | ||
| Weighted Average number of shares | 24,181,817 | |||
| Earnings per share | $ | 0.41 | ||
(1) “Total voyage revenue adjusted on a cash basis” represents Total voyage revenue adjusted for any non-cash revenue recognized during the period resulting from certain charter arrangements with escalating or descending rates. This measure is not a recognized measurement under U.S. generally accepted accounting principles (“GAAP”). Management believes that the presentation of Total voyage revenue adjusted on a cash basis is useful to investors because it reflects charter revenue for the relevant period based on the applicable contractual charter rates during such period. No such adjustment was required for the three-month period ended March 31, 2026.
(2) Adjusted Net Income and Adjusted Earnings per Share are non-GAAP measures. Refer to the reconciliation of Net Income to Adjusted Net Income and Adjusted Earnings per Share.
12
Non-GAAP Measures
The Company reports its financial results in accordance with U.S. GAAP. However, management believes that certain non-GAAP financial measures used in managing the business may provide users of these financial measures additional meaningful comparisons, between current results and results in prior operating periods. Management believes that these non-GAAP financial measures can provide additional meaningful reflection of underlying trends of the business because they provide a comparison of historical information that excludes certain items that impact the overall comparability. Management also uses these non-GAAP financial measures in making financial, operating and planning decisions and in evaluating the Company’s performance. The tables below set out supplemental financial data and corresponding reconciliations to GAAP financial measures for the relevant period. Non-GAAP financial measures should be viewed in addition to, and not as an alternative for, voyage revenue, net income, or other measures determined in accordance with GAAP. Non-GAAP financial measures include (i) Total voyage revenue adjusted on a cash basis (reconciled above), (ii) Adjusted Net Income and (iii) Adjusted Earnings per Share.
Reconciliation of Net Income to Adjusted Net Income and Adjusted Earnings per Share
| Three-month period ended March 31, 2026 | ||||
| (Expressed in thousands of U.S. dollars, except share and per share data) | ||||
| Net Income | $ | 9,936 | ||
| Deferred charter-in expense | (456 | ) | ||
| General and administrative expenses - non-cash component | 936 | |||
| Non-recurring, non-cash write-off of loan deferred financing costs | 166 | |||
| Non-recurring expenses for realignment of operating platform | 5,071 | |||
| Gain on derivative instruments, excluding realized (gain) / loss on derivative instruments (1) | (3,229 | ) | ||
| Adjusted Net Income | $ | 12,424 | ||
| Adjusted Earnings per Share | $ | 0.51 | ||
| Weighted average number of shares | 24,181,817 | |||
Adjusted Net Income and Adjusted Earnings per Share represent Net Income before deferred charter-in expense, non-recurring, non-cash write-off of loan deferred financing costs, non-recurring expenses for realignment of operating platform, general and administrative expenses - non-cash component and gain on derivative instruments, excluding realized (gain)/loss on derivative instruments. However, Adjusted Net Income and Adjusted Earnings per Share are not recognized measurements under U.S. GAAP. We believe that the presentation of Adjusted Net Income and Adjusted Earnings per Share are useful to investors because they are frequently used by securities analysts, investors and other interested parties in the evaluation of companies in our industry. We also believe that Adjusted Net Income and Adjusted Earnings per Share are useful in evaluating our ability to service additional debt and make capital expenditures. In addition, we believe that Adjusted Net Income and Adjusted Earnings per Share are useful in evaluating our operating performance and liquidity position compared to that of other companies in our industry because the calculation of Adjusted Net Income and Adjusted Earnings per Share generally eliminates the effects of the accounting, effects of certain hedging instruments and other accounting treatments, items which may vary for different companies for reasons unrelated to overall operating performance and liquidity. In evaluating Adjusted Net Income and Adjusted Earnings per Share, you should be aware that in the future we may incur expenses that are the same as or similar to some of the adjustments in this presentation. Our presentation of Adjusted Net Income and Adjusted Earnings per Share should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items. Previously, the Company’s calculation of Adjusted Net Income and Adjusted Earnings per Share included adjustments for any gain/loss incurred in connection with the sale of vessels and for any loss on vessels held for sale. As the Company’s fleet management activities may, subject to market and other conditions, periodically include the sale of dry bulk vessels, the Company no longer includes such adjustments in its calculation of these non-GAAP measures beginning with the results for the first quarter ended March 31, 2026. We believe this updated methodology provides a more meaningful view of the Company’s operating performance.
| (1) | Items to consider for comparability, when prior period figures are presented, include gains and charges. Gains positively impacting Net Income are reflected as deductions to Adjusted Net Income. Charges negatively impacting Net Income are reflected as increases to Adjusted Net Income. |
13
Owned Dry Bulk Fleet Utilization(1)
| Three-month period ended March 31, 2026 | ||||
| Owned Dry Bulk Fleet Available Days | 2,587 | |||
| Owned Dry Bulk Fleet Utilization | 97.4 | % | ||
(1) We calculate utilization of our owned dry bulk fleet (including vessels chartered-in by CBI) by dividing (i) the aggregate number of our on-hire days and ballast days (excluding dry dock ballast days) in a period of our owned dry bulk fleet by (ii) the number of our available days (owned dry bulk fleet) during such period. We use the following definitions in our calculation of utilization of owned dry bulk fleet:
| · | On-hire days. We define on-hire days as the total days that a vessel was on-hire during a period. |
| · | Ballast days (excluding dry dock ballast days). We define ballast days (excluding dry dock ballast days) during a period, as the total number of days that a vessel is not on-hire, but is conducting ordinary ship operations (other than dry dock ballast days) which includes repositioning from a discharging port to a loading port, sailing to a port for the conclusion of a prospective sale of a vessel or a change of the technical manager of a vessel. |
| · | Available days. We define available days as the number of our ownership days of our owned dry bulk fleet during a period less the aggregate number of dry dock days and dry dock ballast days during such period. We use the following definitions in our calculation of available days (owned dry bulk fleet): |
| ü | Dry dock days. We define dry dock days as the days during a period that a vessel underwent scheduled repairs or repairs under guarantee, vessel upgrades, scheduled dry-docking or special surveys. |
| ü | Dry dock ballast days. We define dry dock ballast days as the total days during a period that a vessel spends sailing to and from a shipyard for scheduled repairs or repairs under guarantee, vessel upgrades, scheduled dry-docking or special surveys. |
14