Costamare Bulkers Holdings Ltd 6-K, filed Feb 20, 2026
Costamare Bulkers Holdings Ltd (CMDB)
About this 6-K
Costamare Bulkers Holdings Ltd filed this 6-K on February 20, 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 February 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F-3, as filed with the U.S. Securities and Exchange Commission on May 30, 2025 (File No. 333-287685), to the extent not superseded by information subsequently filed or furnished (to the extent we expressly state that we incorporate such furnished information by reference) by us under the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
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: February 20, 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 FOURTH QUARTER AND YEAR ENDED DECEMBER 31, 2025
Monaco, February 20, 2026 – Costamare Bulkers Holdings Limited (“Costamare Bulkers” or the “Company”) (NYSE: CMDB) today reported unaudited financial results for the fourth quarter (“Q4 2025”) and year ended December 31, 2025.
This earnings release focuses on the financial results and management’s discussion and analysis for the three-month period ended December 31, 2025, reflecting the Company’s performance during its second full quarter as an independent, publicly traded company.
Costamare Bulkers had no operating activity during the year ended December 31, 2024 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 on NYSE through a spin-off from Costamare.
Costamare Bulkers had nominal operations from January 1, 2025 until late March 2025, when Costamare transferred to it the entities engaged in the dry bulk business, which own, have owned, or were formed with the intention to own dry bulk vessels. The results of these entities are included in Costamare Bulkers’ consolidated statement of operations for the three-month period and year ended December 31, 2025. On May 6, 2025, the Company acquired Costamare Bulkers Inc. (“CBI”), a dry bulk operating platform, from Costamare and a minority shareholder, whose results are included from that date forward. No comparative figures are presented for the three-month period and year ended December 31, 2024, as Costamare Bulkers had nominal operations during that time.
Financial Highlights and Operational Updates
| I. | PROFITABILITY - LIQUIDITY - DEBT |
· Q4 2025 Adjusted Net Loss1 of $1.7 million ($0.07 loss per share).
· Q4 2025 liquidity of $311.0 million2.
· Debt3 of $155.6 million and Cash4 of $226.3 million, resulting in negative net debt5 position of $70.7 million as of the end of Q4.
1 Adjusted Net Loss 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.
2 Liquidity includes Cash (as defined in footnote 4) plus $84.7 million of available undrawn funds from one hunting license facility as of December 31, 2025.
3 Long-term debt including current and non-current portion.
4 Cash and cash equivalents (including restricted cash) of $215.5 million plus margin deposits of $10.8 million relating mainly to our forward freight agreements (“FFAs”) and bunker swaps.
5 Net debt is equal to Debt (as defined in footnote 3) minus Cash (as defined in footnote 4).
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| II. | OPERATING PLATFORM - EFFECTIVE CONCLUSION OF AGREEMENT WITH CARGILL |
| · | Following the Strategic Cooperation Agreement with Cargill International S.A. (“Cargill”) (announced on September 29, 2025), the Company has concluded the transfer of the majority of its trading book6, which included chartered-in vessels7, cargo transportation commitments and derivatives positions. |
| · | The operating platform8 is currently focused on Kamsarmax-type vessels consisting of 20 third-party owned dry bulk vessels of which: |
| - | 6 Capesize vessels chartered-in under period charters out of which 5 are expected to be redelivered within 2026. All such vessels constitute legacy transactions into which the Company entered prior to the Strategic Cooperation Agreement. |
| - | 12 Kamsarmax vessels chartered-in under period charters or for time charter trips. Two of the period chartered-in vessels constitute legacy transactions into which the Company entered prior to the Strategic Cooperation Agreement. |
| - | 2 newbuild Kamsarmax vessels, which will be chartered-in under period charters with purchase options upon delivery. Delivery of vessels expected in Q2 2026 and Q2 2027 – Q1 2028 respectively. |
| III. | FLEET RENEWAL - SALE AND PURCHASE ACTIVITY |
Vessel Disposals
| · | Agreement for the sale of the 2011-built, 180,643 DWT capacity dry bulk vessel, Miracle (expected conclusion within Q1 - Q2 2026) with estimated capital gains of approximately $7.0 million on top of a $4.7 million profitability9 since her acquisition in February 202410. |
| · | Sale of the 2008-built, 56,557 DWT capacity dry bulk vessel, Clara, with estimated capital gains of approximately $0.7 million on top of a $3.2 million profitability9 since her acquisition in August 202110. |
Vessel Acquisition
| · | Agreement for the purchase of the 2018-built, 60,297 DWT capacity dry bulk vessel, Koushun (tbr. Astros). Expected conclusion of the acquisition within Q1 - Q2 202611. |
| IV. | OWNED FLEET |
| · | Costamare Bulkers currently owns a fleet of 3112 dry bulk vessels with a total capacity of approximately 2.8 million DWT, consisting of: |
| - | 7 Capesize vessels all of which are on period charters. |
| - | 7 Kamsarmax vessels out of which 6 are on period charters. |
| - | 9 Ultramax vessels out of which 7 are on period charters. |
| - | 8 Supramax vessels out of which 7 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. |
6 As of September 29, 2025.
7 One additional chartered-in vessel is expected to be novated in Q2/Q3 2026, in accordance with the Strategic Cooperation Agreement.
8 As of February 19, 2026, and excluding the vessel in Footnote 7 and two vessels sub-chartered out to Cargill on back to back terms pursuant to the Strategic Cooperation Agreement.
9 Amount represents the Total voyage revenue less any expenses and fees owed by the respective ship-owning company, for the period starting from each vessel acquisition date and until December 31, 2025, as extracted from the consolidated financial statements of Costamare Inc. and Costamare Bulkers Holdings Limited.
10 Vessel initially acquired by Costamare Inc. and transferred to the Company pursuant to the spin-off.
11 The vessel is currently on time charter, expiring in February 2027 (at the earliest) with charterers’ option to extend until June 2028.
12 As of February 19, 2026, including one vessel that we have agreed to sell and one vessel that we have agreed to acquire
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Mr. Gregory Zikos, Chief Executive Officer of Costamare Bulkers Holdings Limited, commented:
“During its second quarter as an independent listed entity Costamare Bulkers generated an adjusted net loss of $1.7 million. As already announced, at the end of September of last year we entered into a cooperation agreement with Cargill, which included, among other things, the transfer to a large extent of the Company’s trading portfolio.
This quarter’s results continue to be affected by legacy positions not included in the Cargill transaction as well as by legacy positions that have been transferred to Cargill gradually over the quarter.
With total cash of about $226 million and debt of ca. $156 million, the Company is in a net debt negative position, owning a fleet of 31 dry bulk vessels with an average age of approximately 13 years and an average size of ca. 91,800 DWT.
Building upon solid market fundamentals we agreed to sell the 2011-built, Capesize vessel, Miracle, and sold the 2008-built, Supramax vessel, Clara. Total capital gains amounted to $7.7 million on top of profitable operation of $7.9 million9 since these vessels were initially acquired prior to the spin-off from Costamare Inc. At the same time, as part of our fleet renewal strategy, we have agreed to acquire the 2018-built, 60,297 DWT capacity dry bulk vessel, Koushun.
Regarding the market, favorable supply and demand fundamentals supported by strong exports and improved sentiment have pushed the Capesize index higher.
On the Panamax size, the easing of US-China tensions, combined with improved sentiment stemming from a strong Capesize market, helped support the Panamax index.
Finally, the Supramax index remained healthy on the back of strong demand for coal and minor bulks, as well as improved sentiment from the larger sizes.”
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Conference Call details:
On February 20, 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 February 27, 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: 7634134.
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 31 vessels with a total carrying capacity of approximately 2,846,000 DWT (including one vessel that we have agreed to sell and one vessel that we have agreed to acquire). 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 Registration Statement 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
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Financial Summary
| (Expressed in thousands of U.S. dollars, except share and per share data) | Year ended December 31, 2025 | Three-month period ended December 31, 2025 | ||||||
| Voyage revenue | $ | 437,457 | $ | 171,478 | ||||
| Voyage revenue – related parties | $ | 159,766 | $ | 47,005 | ||||
| Total voyage revenue | $ | 597,223 | $ | 218,483 | ||||
| Accrued charter revenue (1) | $ | 2 | $ | — | ||||
| Total voyage revenue adjusted on a cash basis (2) | $ | 597,225 | $ | 218,483 | ||||
| Adjusted Net Loss (3) | $ | (12,166 | ) | $ | (1,743 | ) | ||
| Weighted Average number of shares | 16,374,555 | 24,148,902 | ||||||
| Adjusted Losses per share (3) | $ | (0.74 | ) | $ | (0.07 | ) | ||
| Net Loss | $ | (37,352 | ) | $ | (18,192 | ) | ||
| Weighted Average number of shares | 16,374,555 | 24,148,902 | ||||||
| Losses per share | $ | (2.28 | ) | $ | (0.75 | ) | ||
(1) Accrued charter revenue represents the difference between cash received during the period and revenue recognized during the period on a straight-line basis at the charter’s average rate. In the early years of a charter with escalating charter rates, voyage revenue will exceed cash received during the period and during the last years of such charter cash received will exceed revenue recognized on a straight-line basis. The reverse is true for charters with descending rates.
(2) Total voyage revenue adjusted on a cash basis represents Total voyage revenue after adjusting for non-cash “Accrued charter revenue” recorded under charters with escalating or descending charter rates. However, Total voyage revenue adjusted on a cash basis is not a recognized measurement under U.S. GAAP. We believe that the presentation of Total voyage revenue adjusted on a cash basis is useful to investors because it presents the charter revenue for the relevant period based on the then-current daily charter rates.
(3) Adjusted Net Loss and Adjusted Losses per Share are non-GAAP measures. Refer to the reconciliation of Net Loss to Adjusted Net Loss and Adjusted Losses 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 periods. 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) Voyage revenue adjusted on a cash basis (reconciled above), (ii) Adjusted Net Loss and (iii) Adjusted Losses per Share.
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Exhibit I
Reconciliation of Net Loss to Adjusted Net Loss and Adjusted Losses per Share
| Year ended December 31, | Three-month period ended December 31, | |||||||
| (Expressed in thousands of U.S. dollars, except share and per share data) | 2025 | 2025 | ||||||
| Net Loss | $ | (37,352 | ) | $ | (18,192 | ) | ||
| Accrued charter revenue | 2 | — | ||||||
| Deferred charter-in expense | 2,094 | 1,949 | ||||||
| General and administrative expenses - non-cash component | 2,125 | 933 | ||||||
| Loss on sale of vessels | 11,456 | — | ||||||
| Non-recurring, non-cash write-off of loan deferred financing costs | 274 | — | ||||||
| Non-recurring expenses for realignment of operating platform | 14,500 | 14,500 | ||||||
| Gain on derivative instruments, excluding realized (gain) / loss on derivative instruments (1) | (5,265 | ) | (933 | ) | ||||
| Adjusted Net Loss | $ | (12,166 | ) | $ | (1,743 | ) | ||
| Adjusted Losses per Share | $ | (0.74 | ) | $ | (0.07 | ) | ||
| Weighted average number of shares | 16,374,555 | 24,148,902 |
Adjusted Net Loss and Adjusted Losses per Share represent Net Loss before non-cash “Accrued charter revenue” recorded under charters with escalating or descending charter rates, deferred charter-in expense, loss on sale of vessels, 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. “Accrued charter revenue” is attributed to the timing difference between the revenue recognition and the cash collection. However, Adjusted Net Loss and Adjusted Losses per Share are not recognized measurements under U.S. GAAP. We believe that the presentation of Adjusted Net Loss and Adjusted Losses 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 Loss and Adjusted Losses per Share are useful in evaluating our ability to service additional debt and make capital expenditures. In addition, we believe that Adjusted Net Loss and Adjusted Losses 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 Loss and Adjusted Losses 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 Loss and Adjusted Losses 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 Loss and Adjusted Losses per Share should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items.
| (1) | Items to consider for comparability, when prior period figures are presented, include gains and charges. Gains positively impacting Net Loss are reflected as deductions to Adjusted Net Loss. Charges negatively impacting Net Loss are reflected as increases to Adjusted Net Loss. |
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Exhibit II
Owned Dry Bulk Fleet Utilization(1)
| Year ended December 31, | Three-month period ended December 31, | |||||||
| 2025 | 2025 | |||||||
| Owned Dry Bulk Fleet Available Days (*) | 9,337 | 2,802 | ||||||
| Owned Dry Bulk Fleet Utilization (*) | 97.9 | % | 97.5 | % |
(*) Since late March 2025, when Costamare transferred to Costamare Bulkers the entities engaged in the dry bulk business.
(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. |
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Exhibit 99.2
Financial Report
Results of Operations
Three-month period ended December 31, 2025
The discussion below reflects the fourth quarter 2025 consolidated financial results of Costamare Bulkers Holdings Limited (“Costamare Bulkers”). No comparative figures are presented for the prior period, as Costamare Bulkers had nominal operations during that time.
During the three-month period ended December 31, 2025, we had an average of 31.1 vessels in our owned fleet. Furthermore, during the three-month period ended December 31, 2025, we chartered-in an average of 39.3 third-party dry bulk vessels.
During the three-month period ended December 31, 2025, we sold the vessel Parity with a DWT capacity of 37,152.
During the three-month period ended December 31, 2025, our fleet ownership days totaled 2,859. 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(1)
| Three-month period ended December 31, |
||||
| (Expressed in millions of U.S. dollars, except percentages) | 2025 | |||
| Voyage revenue | $ | 171.5 | ||
| Voyage revenue – related parties | 47.0 | |||
| Total voyage revenue | 218.5 | |||
| Voyage expenses | (45.2 | ) | ||
| Charter-in hire expenses | (133.4 | ) | ||
| Voyage expenses – related parties | (2.4 | ) | ||
| Vessels’ operating expenses | (18.8 | ) | ||
| General and administrative expenses | (3.1 | ) | ||
| Management and agency fees – related parties | (6.5 | ) | ||
| General and administrative expenses – non-cash component | (0.9 | ) | ||
| Amortization of dry-docking and special survey costs | (1.6 | ) | ||
| Depreciation | (9.2 | ) | ||
| Foreign exchange losses | (0.1 | ) | ||
| Interest income | 1.3 | |||
| Interest and finance costs | (2.8 | ) | ||
| Other, net | (13.7 | ) | ||
| Loss on derivative instruments, net | (0.3 | ) | ||
| Net Loss | $ | (18.2 | ) |
| 1 |
| Three-month period ended December 31, |
||||
| (Expressed in millions of U.S. dollars, except percentages) | 2025 | |||
| Total voyage revenue | $ | 218.5 | ||
| Accrued charter revenue | — | |||
| Total voyage revenue adjusted on a cash basis (1) | $ | 218.5 |
| Vessels’ operational data | ||||
| Three-month period ended December 31, 2025 | ||||
| Average number of vessels(2) | 31.1 | |||
| Ownership days(2) | 2,859 | |||
| Number of vessels under dry-docking and special survey(2) | 2 | |||
(1) Total voyage revenue adjusted on a cash basis is not a recognized measurement under U.S. generally accepted accounting principles (“GAAP”). Refer to “Consolidated Financial Results and Vessels’ Operational Data” above for the reconciliation of Total voyage revenue adjusted on a cash basis.
(2) Vessels in our owned fleet.
Total Voyage Revenue
Total voyage revenue was $218.5 million during the three-month period ended December 31, 2025, 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 $45.2 million for the three-month period ended December 31, 2025. Voyage expenses mainly include (i) fuel consumption, (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 $133.4 million for the three-month period ended December 31, 2025, relating to the chartering-in of third-party dry bulk vessels.
Voyage Expenses – related parties
Voyage expenses – related parties were $2.4 million for the three-month period ended December 31, 2025. 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 $18.8 million during the three-month period ended December 31, 2025. Daily vessels’ operating expenses were $6,584 for the three-month period ended December 31, 2025. Daily operating expenses are calculated as vessels’ operating expenses for the period over the ownership days of the period.
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General and Administrative Expenses
General and administrative expenses were $3.1 million during the three-month period ended December 31, 2025 and include an amount of $0.7 million that was paid to a related service provider.
Management and Agency Fees – related parties
Management fees charged by our related party managers were $3.0 million during the three-month period ended December 31, 2025. 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 December 31, 2025. Furthermore, during the three-month period ended December 31, 2025, agency fees of $3.5 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 December 31, 2025 amounted to $0.9 million, representing the value of the shares issued to a related service provider on December 30, 2025.
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 December 31, 2025. During the three-month period ended December 31, 2025, one vessel underwent and completed her dry-docking and special survey and one vessel was in the process of completing her dry-docking and special survey.
Depreciation
Depreciation expense for the three-month period ended December 31, 2025 was $9.2 million.
Sale of vessel
During the three-month period ended December 31, 2025, the dry bulk vessel Parity, which was classified as a vessel held for sale as of September 30, 2025, was delivered to her new owners.
Interest Income
Interest income amounted to $1.3 million for the three-month period ended December 31, 2025.
Interest and Finance Costs
Interest and finance costs were $2.8 million during the three-month period ended December 31, 2025. 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 $13.7 million during the three-month period ended December 31, 2025, mainly related to certain non-recurring expenses in connection with the realignment of the operating platform.
Loss on Derivative Instruments, net
As of December 31, 2025, 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 operations.
As of December 31, 2025, the fair value of these instruments, in aggregate, amounted to a net liability of $0.6 million. During the three-month period ended December 31, 2025, the change in the fair value (fair value as of December 31, 2025, compared to fair value as of September 30, 2025) of the derivative instruments that do not qualify for hedge accounting, including the realized components of such derivative instruments during the period, resulted in a net loss of $0.3 million, which has been included in Loss on Derivative Instruments, net.
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Cash Flows
Three-month period ended December 31, 2025
The discussion below reflects the fourth quarter 2025 consolidated condensed cash flows of Costamare Bulkers. No comparative figures are presented for the prior period, as Costamare Bulkers had nominal operations during that time.
| Condensed cash flows | ||||
| (Expressed in millions of U.S. dollars) | Three-month period ended December 31, 2025 | |||
| Net Cash Provided by Operating Activities | $ | 26.4 | ||
| Net Cash Provided by Investing Activities | $ | 8.6 | ||
| Net Cash Used in Financing Activities | $ | (3.9 | ) | |
Net Cash Provided by Operating Activities
Net cash flows provided by operating activities for the three-month period ended December 31, 2025, was $26.4 million. Net cash flows are mainly affected by (i) the working capital position, excluding the current portion of long-term debt, (ii) the net cash from operations, (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 $8.6 million in the three-month period ended December 31, 2025, which mainly consisted of proceeds we received from the sale of the dry bulk vessel Parity; partly offset by payments for upgrades for certain of our dry bulk vessels.
Net Cash Used in Financing Activities
Net cash used in financing activities was $3.9 million in the three-month period ended December 31, 2025, which consisted of payments relating to our debt financing agreements.
Liquidity and Unencumbered Vessels
Cash and cash equivalents
As of December 31, 2025, we had Cash and cash equivalents (including restricted cash) of $215.5 million and $10.8 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 December 31, 2025, was approximately $311.0 million.
Debt-free vessels
As of February 19, 2026, the following vessels were free of debt.
Unencumbered Vessels
| Vessel Name | Year Built |
DWT Capacity |
||
| ALWINE | 2014 | 61,090 | ||
| AUGUST | 2015 | 61,090 |
| 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 Registration Statement 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 February 19, 2026.
|
|
Vessel Name | Year Built | Capacity (DWT) |
| 1 | FRONTIER | 2012 | 181,415 |
| 2 | MIRACLE (i) | 2011 | 180,643 |
| 3 | PROSPER | 2012 | 179,895 |
| 4 | DORADO | 2011 | 179,842 |
| 5 | MAGNES | 2011 | 179,546 |
| 6 | IMPERATOR | 2012 | 176,387 |
| 7 | ENNA | 2011 | 175,975 |
| 8 | AEOLIAN | 2012 | 83,478 |
| 9 | GRENETA | 2010 | 82,166 |
| 10 | HYDRUS | 2011 | 81,601 |
| 11 | PHOENIX | 2012 | 81,569 |
| 12 | BUILDER | 2012 | 81,541 |
| 13 | FARMER | 2012 | 81,541 |
| 14 | SAUVAN | 2010 | 79,700 |
| 15 | MERCHIA | 2015 | 63,585 |
| 16 | DAWN | 2018 | 63,561 |
| 17 | SEABIRD | 2016 | 63,553 |
| 18 | ORION | 2015 | 63,473 |
| 19 | DAMON | 2012 | 63,301 |
| 20 | ARYA | 2013 | 61,424 |
| 21 | ALWINE | 2014 | 61,090 |
| 22 | AUGUST | 2015 | 61,090 |
| 23 | KOUSHUN (tbr. ASTROS) (ii) |
2018 | 60,297 |
| 24 | ATHENA | 2012 | 58,018 |
| 25 | ERACLE | 2012 | 58,018 |
| 26 | NORMA | 2010 | 58,018 |
| 27 | CURACAO | 2011 | 57,937 |
| 28 | URUGUAY | 2011 | 57,937 |
| 29 | SERENA | 2010 | 57,266 |
| 30 | LIBRA | 2010 | 56,701 |
| 31 | BERMONDI | 2009 | 55,469 |
(i) Denotes vessel we have agreed to sell.
(ii) Denotes vessel we have agreed to acquire.
| 6 |
Chartered-In Vessels Fleet List
The table below provides information about our chartered-in fleet1 as of February 19, 2026.
|
|
Vessel Name | Year Built | Capacity (DWT) | Earliest Redelivery to Owners |
| 1 | SHANDONG MIGHTINESS | 2021 | 210,896 | September 2026 |
| 2 | SHANDONG MISSION (i) | 2021 | 210,800 | November 2026 |
| 3 | SHANDONG RENAISSANCE (i) | 2022 | 210,800 | December 2026 |
| 4 | CAPE PROTEUS (ii) | 2011 | 180,585 | April 2027 |
| 5 | MILDRED | 2011 | 179,678 | March 2026 |
| 6 | MILESTONE | 2010 | 176,354 | April 2026 |
| 7 | GRAMPUS CHARM | 2013 | 82,937 | May 2026 |
| 8 | GRAND OCEAN | 2023 | 82,698 | TC Trip |
| 9 | APJ PRITI 2 | 2006 | 82,574 | March 2026 |
| 10 | IKAN KEMBUNG | 2020 | 82,023 | TC Trip |
| 11 | EVER MAJESTY | 2021 | 81,936 | TC Trip |
| 12 | MAJESTIC STAR | 2020 | 81,878 | July 2026 |
| 13 | MAJESTIC ISLAND | 2017 | 81,632 | TC Trip |
| 14 | NAVIOS CITRINE (ii) | 2017 | 81,626 | March 2026 |
| 15 | GEORGITSI (ii) | 2012 | 81,309 | September 2026 |
| 16 | SEA UNITY | 2016 | 81,112 | TC Trip |
| 17 | KYPROS LOYALTY | 2015 | 78,000 | TC Trip |
| 18 | EASTERN YUCCA | 2012 | 74,844 | TC Trip |
| (i) | Time-chartered out to a large extent for the remaining charter-in period. |
| (ii) | Time-chartered out for the whole remaining charter-in period. |
Chartered-In Newbuilding Vessels
|
|
Vessel | Capacity (DWT) | Estimated Delivery |
| 1 | Newbuilding 1 | 81,800 | Q2 2026 |
| 2 | Newbuilding 2 | 82,400 | Q2 2027 – Q1 2028 |
1 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 Operations
| Years ended December 31, | Three-month period ended December 31, | |||||||||||||||
(Expressed in thousands of U.S. dollars, except share and per share amounts) | 2024 | 2025 | 2024 | 2025 | ||||||||||||
| (Audited) | (Unaudited) | (Unaudited) | (Unaudited) | |||||||||||||
| REVENUES: | ||||||||||||||||
| Voyage revenue | $ | — | $ | 437,457 | $ | — | $ | 171,478 | ||||||||
| Voyage revenue – related parties | — | 159,766 | — | 47,005 | ||||||||||||
| Total voyage revenue | — | 597,223 | — | 218,483 | ||||||||||||
| EXPENSES: | ||||||||||||||||
| Voyage expenses | — | (161,357 | ) | — | (45,156 | ) | ||||||||||
| Charter-in hire expenses | — | (325,510 | ) | — | (133,366 | ) | ||||||||||
| Voyage expenses – related parties | — | (7,684 | ) | — | (2,447 | ) | ||||||||||
| Vessels’ operating expenses | — | (57,615 | ) | — | (18,824 | ) | ||||||||||
| General and administrative expenses | — | (8,526 | ) | — | (3,056 | ) | ||||||||||
| Management and agency fees – related parties | — | (19,638 | ) | — | (6,464 | ) | ||||||||||
| General and administrative expenses – non-cash component | — | (2,125 | ) | — | (933 | ) | ||||||||||
| Amortization of dry-docking and special survey costs | — | (5,206 | ) | — | (1,649 | ) | ||||||||||
| Depreciation | — | (28,410 | ) | — | (9,194 | ) | ||||||||||
| Loss on sale of vessels | — | (11,456 | ) | — | — | |||||||||||
| Foreign exchange losses | — | (303 | ) | — | (55 | ) | ||||||||||
| Operating loss | — | (30,607 | ) | — | (2,661 | ) | ||||||||||
| OTHER INCOME / (EXPENSES): | ||||||||||||||||
| Interest income | 6 | 3,136 | 6 | 1,339 | ||||||||||||
| Interest and finance costs | — | (9,696 | ) | — | (2,791 | ) | ||||||||||
| Other, net | — | (13,116 | ) | — | (13,747 | ) | ||||||||||
| Gain / (loss) on derivative instruments, net | — | 12,931 | — | (332 | ) | |||||||||||
| Total other income / (expenses), net | 6 | (6,745 | ) | 6 | (15,531 | ) | ||||||||||
| Net income / (loss) | $ | 6 | $ | (37,352 | ) | $ | 6 | $ | (18,192 | ) | ||||||
| Earnings /(Losses) per common share, basic and diluted | $ | 1.28 | $ | (2.28 | ) | $ | 0.61 | $ | (0.75 | ) | ||||||
| Weighted average number of shares, basic and diluted | 4,754 | 16,374,555 | 10,000 | 24,148,902 | ||||||||||||
| 8 |
COSTAMARE BULKERS HOLDINGS LIMITED
Consolidated Balance Sheets
| (Expressed in thousands of U.S. dollars) | As of December 31, 2024 | As of December 31, 2025 | ||||||
| ASSETS | (Audited) | (Unaudited) | ||||||
| CURRENT ASSETS: | ||||||||
| Cash and cash equivalents | $ | 4 | $ | 211,845 | ||||
| Margin deposits | — | 10,825 | ||||||
| Accounts receivable | 2 | 22,597 | ||||||
| Inventories | — | 14,217 | ||||||
| Due from related parties | — | 4,444 | ||||||
| Insurance claims receivable | — | 4,785 | ||||||
| Fair value of derivatives | — | 268 | ||||||
| Prepayments and other | — | 24,668 | ||||||
| Total current assets | 6 | 293,649 | ||||||
| FIXED ASSETS, NET: | ||||||||
| Vessels, net | — | 565,547 | ||||||
| Total fixed assets, net | — | 565,547 | ||||||
| NON-CURRENT ASSETS: | ||||||||
| Deferred charges, net | — | 18,357 | ||||||
| Operating leases, right-of-use assets | — | 41,667 | ||||||
| Accounts receivable, non-current | — | 5,503 | ||||||
| Due from related parties, non-current | — | 1,050 | ||||||
| Restricted cash | 2,100 | 3,650 | ||||||
| Total assets | $ | 2,106 | $ | 929,423 | ||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| CURRENT LIABILITIES: | ||||||||
| Current portion of long-term debt | $ | — | $ | 14,995 | ||||
| Operating lease liabilities, current portion | — | 39,155 | ||||||
| Accounts payable | — | 26,028 | ||||||
| Due to related parties | 2,100 | 5,145 | ||||||
| Accrued liabilities | — | 9,732 | ||||||
| Unearned revenue | — | 11,911 | ||||||
| Fair value of derivatives | — | 825 | ||||||
| Other current liabilities | — | 15,385 | ||||||
| Total current liabilities | 2,100 | 123,176 | ||||||
| NON-CURRENT LIABILITIES: | ||||||||
| Long-term debt, net of current portion | — | 140,599 | ||||||
| Total non-current liabilities | — | 140,599 | ||||||
| COMMITMENTS AND CONTINGENCIES | — | — | ||||||
| STOCKHOLDERS’ EQUITY: | ||||||||
| Common stock | — | 2 | ||||||
| Additional paid-in capital | — | 702,992 | ||||||
| Retained earnings / (Accumulated deficit) | 6 | (37,346 | ) | |||||
| Total stockholders’ equity | 6 | 665,648 | ||||||
| Total liabilities and stockholders’ equity | $ | 2,106 | $ | 929,423 |
| 9 |
COSTAMARE BULKERS HOLDINGS LIMITED PREDECESSOR
Combined Carve-out Statements of Operations2
(Expressed in thousands of U.S. dollars) | For the year ended December 31, 2024 | For the period from January 1, 2025 to May 6, 2025 | ||||||
| REVENUES: | (Audited) | (Unaudited) | ||||||
| Voyage revenue | $ | 985,314 | $ | 239,719 | ||||
| Voyage revenue – related parties | 210,087 | 87,683 | ||||||
| Total voyage revenue | 1,195,401 | 327,402 | ||||||
| EXPENSES: | ||||||||
| Voyage expenses | (342,484 | ) | (107,383 | ) | ||||
| Charter-in hire expenses | (706,569 | ) | (166,506 | ) | ||||
| Voyage expenses-related parties | (9,403 | ) | (3,765 | ) | ||||
| Vessels’ operating expenses | (82,288 | ) | (27,165 | ) | ||||
| General and administrative expenses | (13,858 | ) | (10,832 | ) | ||||
| General and administrative expenses – related parties | (3,940 | ) | (528 | ) | ||||
| Management and agency fees - related parties | (30,640 | ) | (10,760 | ) | ||||
| Amortization of dry-docking and special survey costs | (6,282 | ) | (2,337 | ) | ||||
| Depreciation | (37,385 | ) | (14,044 | ) | ||||
| Gain / (loss) on sale of vessels, net | 3,788 | (4,669 | ) | |||||
| Loss on vessels held for sale | — | (1,579 | ) | |||||
| Vessel’s impairment loss | — | (179 | ) | |||||
| Foreign exchange gains | 11 | 219 | ||||||
| Operating loss | (33,649 | ) | (22,126 | ) | ||||
| OTHER INCOME / (EXPENSES): | ||||||||
| Interest income | 1,479 | 236 | ||||||
| Interest and finance costs, net | (23,503 | ) | (7,313 | ) | ||||
| Interest expense – related parties | (1,044 | ) | (815 | ) | ||||
| Other, net | 1,477 | (47 | ) | |||||
| Loss on derivative instruments, net | (43,015 | ) | (710 | ) | ||||
| Total other expenses, net | (64,606 | ) | (8,649 | ) | ||||
| Net loss | $ | (98,255 | ) | $ | (30,775 | ) |
2 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’ Registration Statement on Form 20-F (File No. 001-42581).
| 10 |
COSTAMARE BULKERS HOLDINGS LIMITED PREDECESSOR
Combined Carve-out Balance Sheet3
(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 | ||
3 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’ Registration Statement on Form 20-F (File No. 001-42581).
| 11 |
Financial Summary
| (Expressed in thousands of U.S. dollars, except share and per share data) | Year ended December 31, 2025 | Three-month period ended December 31, 2025 | ||||||
| Voyage revenue | $ | 437,457 | $ | 171,478 | ||||
| Voyage revenue – related parties | $ | 159,766 | $ | 47,005 | ||||
| Total voyage revenue | $ | 597,223 | $ | 218,483 | ||||
| Accrued charter revenue (1) | $ | 2 | $ | — | ||||
| Total voyage revenue adjusted on a cash basis (2) | $ | 597,225 | $ | 218,483 | ||||
| Adjusted Net Loss (3) | $ | (12,166 | ) | $ | (1,743 | ) | ||
| Weighted Average number of shares | 16,374,555 | 24,148,902 | ||||||
| Adjusted Losses per share (3) | $ | (0.74 | ) | $ | (0.07 | ) | ||
| Net Loss | $ | (37,352 | ) | $ | (18,192 | ) | ||
| Weighted Average number of shares | 16,374,555 | 24,148,902 | ||||||
| Losses per share | $ | (2.28 | ) | $ | (0.75 | ) | ||
(1) Accrued charter revenue represents the difference between cash received during the period and revenue recognized during the period on a straight-line basis at the charter’s average rate. In the early years of a charter with escalating charter rates, voyage revenue will exceed cash received during the period and during the last years of such charter cash received will exceed revenue recognized on a straight-line basis. The reverse is true for charters with descending rates.
(2) Total voyage revenue adjusted on a cash basis represents Total voyage revenue after adjusting for non-cash “Accrued charter revenue” recorded under charters with escalating or descending charter rates. However, Total voyage revenue adjusted on a cash basis is not a recognized measurement under U.S. GAAP. We believe that the presentation of Total voyage revenue adjusted on a cash basis is useful to investors because it presents the charter revenue for the relevant period based on the then-current daily charter rates.
(3) Adjusted Net Loss and Adjusted Losses per Share are non-GAAP measures. Refer to the reconciliation of Net Loss to Adjusted Net Loss and Adjusted Losses 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 periods. 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) Voyage revenue adjusted on a cash basis (reconciled above), (ii) Adjusted Net Loss and (iii) Adjusted Losses per Share.
| 12 |
Reconciliation of Net Loss to Adjusted Net Loss and Adjusted Losses per Share
| Year ended December 31, | Three-month period ended December 31, | |||||||
| (Expressed in thousands of U.S. dollars, except share and per share data) | 2025 | 2025 | ||||||
| Net Loss | $ | (37,352 | ) | $ | (18,192 | ) | ||
| Accrued charter revenue | 2 | — | ||||||
| Deferred charter-in expense | 2,094 | 1,949 | ||||||
| General and administrative expenses - non-cash component | 2,125 | 933 | ||||||
| Loss on sale of vessels | 11,456 | — | ||||||
| Non-recurring, non-cash write-off of loan deferred financing costs | 274 | — | ||||||
| Non-recurring expenses for realignment of operating platform | 14,500 | 14,500 | ||||||
| Gain on derivative instruments, excluding realized (gain) / loss on derivative instruments (1) | (5,265 | ) | (933 | ) | ||||
| Adjusted Net Loss | $ | (12,166 | ) | $ | (1,743 | ) | ||
| Adjusted Losses per Share | $ | (0.74 | ) | $ | (0.07 | ) | ||
| Weighted average number of shares | 16,374,555 | 24,148,902 |
Adjusted Net Loss and Adjusted Losses per Share represent Net Loss before non-cash “Accrued charter revenue” recorded under charters with escalating or descending charter rates, deferred charter-in expense, loss on sale of vessels, 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. “Accrued charter revenue” is attributed to the timing difference between the revenue recognition and the cash collection. However, Adjusted Net Loss and Adjusted Losses per Share are not recognized measurements under U.S. GAAP. We believe that the presentation of Adjusted Net Loss and Adjusted Losses 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 Loss and Adjusted Losses per Share are useful in evaluating our ability to service additional debt and make capital expenditures. In addition, we believe that Adjusted Net Loss and Adjusted Losses 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 Loss and Adjusted Losses 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 Loss and Adjusted Losses 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 Loss and Adjusted Losses per Share should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items.
| (1) | Items to consider for comparability, when prior period figures are presented, include gains and charges. Gains positively impacting Net Loss are reflected as deductions to Adjusted Net Loss. Charges negatively impacting Net Loss are reflected as increases to Adjusted Net Loss. |
| 13 |
Owned Dry Bulk Fleet Utilization(1)
| Year ended December 31, | Three-month period ended December 31, | |||||||
| 2025 | 2025 | |||||||
| Owned Dry Bulk Fleet Available Days (*) | 9,337 | 2,802 | ||||||
| Owned Dry Bulk Fleet Utilization (*) | 97.9 | % | 97.5 | % |
(*) Since late March 2025, when Costamare transferred to Costamare Bulkers the entities engaged in the dry bulk business.
(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