SBLK 6-K
Star Bulk Carriers Corp. (SBLK)
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: 001-33869
STAR BULK CARRIERS CORP.
(Translation of registrant’s name into English)
Star Bulk Carriers Corp.
c/o Star Bulk Management Inc.
40 Agiou Konstantinou Street,
15124 Maroussi,
Athens, Greece
(Address of principal executive offices)
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 ☐
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
Attached as Exhibit 99.1 to this Form 6-K is a Management’s Discussion and Analysis of Financial Condition and Results of Operations and the unaudited interim condensed consolidated financial statements of Star Bulk Carriers Corp. (the “Company”) as of March 31, 2026 and for the three months ended March 31, 2025 and 2026.
Attached as Exhibit 99.2 to this Form 6-K is a copy of the Company’s press release (the “Press Release”) announcing its unaudited financial and operating results for the Company's three months ended March 31, 2026, which was issued on May 20, 2026.
The information contained in Exhibit 99.1 of this Form 6-K is hereby incorporated by reference into the registrant’s Registration Statement on Form F-3 (File No. 333-286185) and Registration Statement on Form S-8 (File No. 333-176922), in each case to the extent not superseded by information subsequently filed or furnished (to the extent we expressly state that we incorporate such furnished information by reference) by the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934, in each case as amended.
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING INFORMATION
This Form 6-K, and the documents to which the Company refers in this Form 6-K, as well as information included in oral statements or other written statements made or to be made by the Company, contain “forward-looking statements,” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Exchange Act, with respect to our financial condition, results of operations and business and our expectations or beliefs concerning future events. Words such as, but not limited to, “believe,” “expect,” “anticipate,” “estimate,” “intend,” “plan,” “targets,” “projects,” “likely,” “would,” “will,” “could,” “should,” “may,” “forecasts,” “potential,” “continue,” “possible” and similar expressions or phrases may identify forward-looking statements.
All forward-looking statements involve risks and uncertainties. The occurrence of the events described, and the achievement of the expected results, depend on many events, some or all of which are not predictable or within our control. Actual results may differ materially from expected results.
In addition, important factors that, in our view, could cause actual results to differ materially from those discussed in the forward-looking statements include:
| ● | general dry bulk shipping market conditions, including fluctuations in charter rates and vessel values; |
| ● | the strength of world economies; |
| ● | the stability of Europe and the Euro; |
| ● | fluctuations in currencies, interest rates and foreign exchange rates; |
| ● | business disruptions due to natural and other disasters or otherwise, such as the impact of any future epidemics; |
| ● | the length and severity of epidemics and pandemics and their impact on the demand for seaborne transportation in the dry bulk sector; |
| ● | changes in supply and demand in the dry bulk shipping industry, including the market for our vessels and the number of new buildings under construction; |
| ● | the potential for technological innovation in the sector in which we operate and any corresponding reduction in the value of our vessels or the charter income derived therefrom; |
| ● | changes in our expenses, including bunker prices, dry docking, crewing and insurance costs; |
| ● | changes in governmental rules and regulations or actions taken by regulatory authorities; |
| ● | the impact of current and potential additional trade tariffs on global trade and demand for dry bulk shipping; |
| ● | the risk that trade disputes between U.S. and Chinese officials could result in the reimplementation of significant port fees that may impact our fleet; |
| ● | potential liability from pending or future litigation and potential costs due to environmental damage and vessel collisions; |
| ● | the impact of increasing scrutiny and changing expectations from investors, lenders, charterers and other market participants with respect to our Environmental, Social and Governance (“ESG”) practices; |
| ● | our ability to carry out our ESG initiatives and thereby meet our ESG goals and targets; |
| ● | new environmental regulations and restrictions, whether at a global level stipulated by the International Maritime Organization, and/or regional/national imposed by regional authorities such as the European Union or individual countries; |
| ● | potential cyber-attacks which may disrupt our business operations; |
| ● | general domestic and international political conditions or events, including, among others, “trade wars,” the ongoing conflict between Russia and Ukraine, the conflict between Israel and Hamas, the conflict between the United States, Israel and Iran and the attacks in the Strait of Hormuz, the Red Sea and the Gulf of Aden; |
| ● | the impact on our common shares and reputation if our vessels were to call on ports located in countries that are subject to restrictions imposed by the United States or other governments; |
| ● | our ability to successfully compete for, enter into and deliver our vessels under time charters or other employment arrangements for our existing vessels after our current charters expire and our ability to earn income in the spot market; |
| ● | potential physical disruption of shipping routes due to accidents, climate-related reasons (acute and chronic), political events, public health threats, international hostilities and armed conflicts, piracy or acts by terrorists; |
| ● | the availability of financing and refinancing; |
| ● | the failure of our contract counterparties to meet their obligations; |
| ● | our ability to meet requirements for additional capital and financing to complete our newbuilding program and grow our business; |
| ● | the impact of our indebtedness and the compliance with the covenants included in our debt agreements; |
| ● | vessel breakdowns and instances of off-hire; |
| ● | potential exposure or loss from investment in derivative instruments; |
| ● | potential conflicts of interest involving our Chief Executive Officer, his family and other members of our senior management; |
| ● | our ability to complete acquisition transactions or secondhand vessel purchases as and when planned and upon the expected terms; |
| ● | the impact of port or canal congestion or disruptions; and |
| ● | the risk factors and other factors referred to in the Company's reports filed with or furnished to the U.S. Securities and Exchange Commission (“SEC”). |
Consequently, all of the forward-looking statements we make in this document are qualified by the information contained or referred to herein, including, but not limited to, (i) the information contained under this heading and (ii) the information disclosed in the Company’s annual report on Form 20-F for the fiscal year ended 2025, filed with the SEC on March 19, 2026.
You should carefully consider the cautionary statements contained or referred to in this section in connection with any subsequent written or oral forward-looking statements that may be issued by us or persons acting on our behalf. Except as required by law, the Company undertakes no obligation to update any of these forward-looking statements, whether as a result of new information, future events, a change in the Company’s views or expectations or otherwise, except as required by applicable law. New factors emerge from time to time, and it is not possible for the Company to predict all of these factors. Further, the Company cannot assess the impact of each such factor on its business or the extent to which any factor, or combination of factors, may cause actual results to be materially different from those contained in any forward-looking statement.
SIGNATURE
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.
Dated: May 26, 2026
| STAR BULK CARRIERS CORP. | ||||
| By: | /s/ Simos Spyrou | |||
| Name: | Simos Spyrou | |||
| Title: | Co-Chief Financial Officer | |||
Exhibit 99.1
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following is a discussion of the financial condition and results of operations of Star Bulk Carriers Corp. (“Star Bulk”) for the three-month periods ended March 31, 2025 and 2026. Unless otherwise specified herein, references to the “Company,” “we,” “us” or “our” shall include Star Bulk and its subsidiaries. You should read the following discussion and analysis together with the unaudited interim condensed consolidated financial statements and related notes included elsewhere herein. For additional information relating to our management’s discussion and analysis of financial conditions and results of operations, please see our Annual Report on Form 20-F for the year ended December 31, 2025, which was filed with the U.S. Securities and Exchange Commission (the “Commission”) on March 19, 2026 (the “2025 Annual Report”). Unless otherwise defined herein, capitalized words and expressions used herein shall have the same meanings ascribed to them in the 2025 Annual Report. This discussion includes forward-looking statements which, although based on assumptions that we consider reasonable, are subject to risks and uncertainties which could cause actual events or conditions to differ materially from those currently anticipated and expressed or implied by such forward-looking statements.
Overview
We are a global shipping company providing worldwide seaborne transportation solutions in the dry bulk sector. Our vessels transport major bulks, which include iron ore, coal and grain, and minor bulks which include bauxite, fertilizers and steel products. We were incorporated in the Marshall Islands on December 13, 2006 and, on December 3, 2007, we commenced operations when we took delivery of our first vessel. We maintain offices in Athens, New York, Connecticut (Stamford) and Singapore. Our common shares trade on the Nasdaq Global Select Market under the symbol “SBLK.”
Our Fleet
The previously announced sold vessels Star Stonington, Star Scarlett and Star Mariella were delivered to their new owners on February 3, 2026, April 21, 2026 and May 13, 2026, respectively. In connection with the completion of these sales, we received total net proceeds of approximately $66.0 million and made debt prepayments of approximately $14.3 million within the first quarter of 2026.
On a fully delivered basis, taking into account the delivery of our vessels under construction, as of May 20, 2026, we own a fleet of 141 vessels with an aggregate carrying capacity of approximately 14.0 million dwt, 96% of which are fitted with Exhaust Gas Cleaning Systems (“scrubbers”) consisting of Newcastlemax, Capesize, Post Panamax, Kamsarmax, Ultramax and Supramax vessels.
| 1 |
The following tables present summary information relating to our fleet as of May 20, 2026:
Operating Fleet:
| # | Wholly Owned Subsidiaries | Vessel Name | DWT |
Date Delivered to Star Bulk |
Year Built |
| 1 | Sea Diamond Shipping LLC | Goliath | 209,537 | July 15, 2015 | 2015 |
| 2 | Pearl Shiptrade LLC | Gargantua | 209,529 | April 2, 2015 | 2015 |
| 3 | Star Ennea LLC | Star Gina 2GR | 209,475 | February 26, 2016 | 2016 |
| 4 | Coral Cape Shipping LLC | Maharaj | 209,472 | July 15, 2015 | 2015 |
| 5 | Star Castle II LLC | Star Leo | 207,939 | May 14, 2018 | 2018 |
| 6 | ABY Eleven LLC | Star Laetitia | 207,896 | August 3, 2018 | 2017 |
| 7 | Domus Shipping LLC | Star Ariadne | 207,812 | March 28, 2017 | 2017 |
| 8 | Star Breezer LLC | Star Virgo | 207,810 | March 1, 2017 | 2017 |
| 9 | Star Seeker LLC | Star Libra | 207,765 | June 6, 2016 | 2016 |
| 10 | ABY Nine LLC | Star Sienna | 207,721 | August 3, 2018 | 2017 |
| 11 | Clearwater Shipping LLC | Star Marisa | 207,709 | March 11 2016 | 2016 |
| 12 | ABY Ten LLC | Star Karlie | 207,566 | August 3, 2018 | 2016 |
| 13 | Star Castle I LLC | Star Eleni | 207,555 | January 3, 2018 | 2018 |
| 14 | Festive Shipping LLC | Star Magnanimus | 207,526 | March 26, 2018 | 2018 |
| 15 | New Era II Shipping LLC | Debbie H | 206,861 | May 28, 2019 | 2019 |
| 16 | New Era III Shipping LLC | Star Ayesha | 206,852 | July 15, 2019 | 2019 |
| 17 | New Era I Shipping LLC | Katie K | 206,839 | April 16, 2019 | 2019 |
| 18 | Cape Ocean Maritime LLC | Leviathan | 182,511 | September 19, 2014 | 2014 |
| 19 | Cape Horizon Shipping LLC | Peloreus | 182,496 | July 22, 2014 | 2014 |
| 20 | Star Nor I LLC | Star Claudine | 181,258 | July 6, 2018 | 2011 |
| 21 | Star Nor II LLC | Star Ophelia | 180,716 | July 6, 2018 | 2010 |
| 22 | Sandra Shipco LLC | Star Pauline | 180,274 | December 29, 2014 | 2008 |
| 23 | Christine Shipco LLC | Star Martha | 180,274 | October 31, 2014 | 2010 |
| 24 | Star Nor III LLC | Star Lyra | 179,147 | July 6, 2018 | 2009 |
| 25 | Star Regg V LLC | Star Borneo | 178,978 | January 26, 2021 | 2010 |
| 26 | Star Regg VI LLC | Star Bueno | 178,978 | January 26, 2021 | 2010 |
| 27 | Star Regg IV LLC | Star Marilena | 178,978 | January 26, 2021 | 2010 |
| 28 | Star Regg II LLC | Star Janni | 178,978 | January 7, 2019 | 2010 |
| 29 | Star Regg I LLC | Star Marianne | 178,906 | January 14, 2019 | 2010 |
| 30 | Star Trident V LLC | Star Angie | 177,931 | October 29, 2014 | 2007 |
| 31 | Global Cape Shipping LLC | Kymopolia | 176,990 | July 11, 2014 | 2006 |
| 32 | ABM One LLC | Star Eva | 106,659 | August 3, 2018 | 2012 |
| 33 | Nautical Shipping LLC | Amami | 98,681 | July 11, 2014 | 2011 |
| 34 | Majestic Shipping LLC | Madredeus | 98,681 | July 11, 2014 | 2011 |
| 35 | Star Sirius LLC | Star Sirius | 98,681 | March 7, 2014 | 2011 |
| 2 |
Operating Fleet - Continued:
| # | Wholly Owned Subsidiaries | Vessel Name | DWT |
Date Delivered to Star Bulk |
Year Built |
| 36 | Star Vega LLC | Star Vega | 98,681 | February 13, 2014 | 2011 |
| 37 | ABY II LLC | Star Aphrodite | 92,006 | August 3, 2018 | 2011 |
| 38 | Augustea Bulk Carrier LLC | Star Piera | 91,951 | August 3, 2018 | 2010 |
| 39 | Augustea Bulk Carrier LLC | Star Despoina | 91,951 | August 3, 2018 | 2010 |
| 40 | Star Nor IV LLC | Star Electra | 83,494 | July 6, 2018 | 2011 |
| 41 | Star Alta I LLC | Star Angelina | 82,981 | December 5, 2014 | 2006 |
| 42 | Star Alta II LLC | Star Gwyneth | 82,790 | December 5, 2014 | 2006 |
| 43 | Star Trident I LLC | Star Kamila | 82,769 | September 3, 2014 | 2005 |
| 44 | Star Nor VI LLC | Star Luna | 82,687 | July 6, 2018 | 2008 |
| 45 | Star Nor V LLC | Star Bianca | 82,672 | July 6, 2018 | 2008 |
| 46 | Grain Shipping LLC | Pendulum | 82,619 | July 11, 2014 | 2006 |
| 47 | Star Trident XIX LLC | Star Maria | 82,598 | November 5, 2014 | 2007 |
| 48 | Star Trident XII LLC | Star Markella | 82,594 | September 29, 2014 | 2007 |
| 49 | ABY Seven LLC | Star Jeannette | 82,566 | August 3, 2018 | 2014 |
| 50 | Star Sun I LLC | Star Elizabeth | 82,403 | May 25, 2021 | 2021 |
| 51 | Star Trident VIII LLC | Star Sophia | 82,269 | October 31, 2014 | 2007 |
| 52 | Star Trident XIV LLC | Star Moira | 82,257 | November 19, 2014 | 2006 |
| 53 | Star Trident XVIII LLC | Star Nina | 82,224 | January 5, 2015 | 2006 |
| 54 | Star Trident X LLC | Star Renee | 82,221 | December 18, 2014 | 2006 |
| 55 | Star Trident II LLC | Star Nasia | 82,220 | August 29, 2014 | 2006 |
| 56 | Star Trident XIII LLC | Star Laura | 82,209 | December 8, 2014 | 2006 |
| 57 | Star Nor VIII LLC | Star Mona | 82,188 | July 6, 2018 | 2012 |
| 58 | Star Trident XVII LLC | Star Helena | 82,187 | December 29, 2014 | 2006 |
| 59 | Star Nor VII LLC | Star Astrid | 82,158 | July 6, 2018 | 2012 |
| 60 | Waterfront Two LLC | Star Alessia | 81,944 | August 3, 2018 | 2017 |
| 61 | Star Nor IX LLC | Star Calypso | 81,918 | July 6, 2018 | 2014 |
| 62 | Star Elpis LLC | Star Suzanna | 81,711 | May 15, 2017 | 2013 |
| 63 | Star Gaia LLC | Star Charis | 81,711 | March 22, 2017 | 2013 |
| 64 | Mineral Shipping LLC | Mercurial Virgo | 81,545 | July 11, 2014 | 2013 |
| 65 | Star Nor X LLC | Stardust | 81,502 | July 6, 2018 | 2011 |
| 66 | Star Nor XI LLC | Star Sky | 81,466 | July 6, 2018 | 2010 |
| 67 | Star Zeus VI LLC | Star Lambada | 81,272 | March 16, 2021 | 2016 |
| 68 | Star Zeus II LLC | Star Carioca | 81,262 | March 16, 2021 | 2015 |
| 69 | Star Zeus I LLC | Star Capoeira | 81,253 | March 16, 2021 | 2015 |
| 70 | Star Zeus VII LLC | Star Macarena | 81,198 | March 6, 2021 | 2016 |
| 3 |
Operating Fleet - Continued:
| # | Wholly Owned Subsidiaries | Vessel Name | DWT |
Date Delivered to Star Bulk |
Year Built |
| 71 | ABY III LLC | Star Lydia | 81,187 | August 3, 2018 | 2013 |
| 72 | ABY IV LLC | Star Nicole | 81,120 | August 3, 2018 | 2013 |
| 73 | ABY Three LLC | Star Virginia | 81,061 | August 3, 2018 | 2015 |
| 74 | Star Nor XII LLC | Star Genesis | 80,705 | July 6, 2018 | 2010 |
| 75 | Star Nor XIII LLC | Star Flame | 80,448 | July 6, 2018 | 2011 |
| 76 | Cape Town Eagle LLC | Star Cape Town | 63,707 | April 9, 2024 | 2015 |
| 77 | Vancouver Eagle LLC | Star Vancouver | 63,670 | April 9, 2024 | 2020 |
| 78 | Oslo Eagle LLC | Star Oslo | 63,655 | April 9, 2024 | 2015 |
| 79 | Rotterdam Eagle LLC | Star Rotterdam | 63,629 | April 9, 2024 | 2017 |
| 80 | Halifax Eagle LLC | Star Halifax | 63,618 | April 9, 2024 | 2020 |
| 81 | Helsinki Eagle LLC | Star Helsinki | 63,605 | April 9, 2024 | 2015 |
| 82 | Gibraltar Eagle LLC | Star Gibraltar | 63,576 | April 9, 2024 | 2015 |
| 83 | Valencia Eagle LLC | Star Valencia | 63,556 | April 9, 2024 | 2015 |
| 84 | Dublin Eagle LLC | Star Dublin | 63,550 | April 9, 2024 | 2015 |
| 85 | Santos Eagle LLC | Star Santos | 63,536 | April 9, 2024 | 2015 |
| 86 | Antwerp Eagle LLC | Star Antwerp | 63,530 | April 9, 2024 | 2015 |
| 87 | Sydney Eagle LLC | Star Sydney | 63,523 | April 9, 2024 | 2015 |
| 88 | Copenhagen Eagle LLC | Star Copenhagen | 63,495 | April 9, 2024 | 2015 |
| 89 | Hong Kong Eagle LLC | Star Hong Kong | 63,472 | April 9, 2024 | 2016 |
| 90 | Orion Maritime LLC | Idee Fixe | 63,458 | March 25, 2015 | 2015 |
| 91 | Shanghai Eagle LLC | Star Shanghai | 63,438 | April 9, 2024 | 2016 |
| 92 | Primavera Shipping LLC | Star Roberta | 63,426 | March 31, 2015 | 2015 |
| 93 | Success Maritime LLC | Laura | 63,399 | April 7, 2015 | 2015 |
| 94 | Singapore Eagle LLC | Star Singapore | 63,386 | April 9, 2024 | 2017 |
| 95 | Westport Eagle LLC | Star Westport | 63,344 | April 9, 2024 | 2015 |
| 96 | Hamburg Eagle LLC | Star Hamburg | 63,334 | April 9, 2024 | 2014 |
| 97 | Fairfield Eagle LLC | Star Fairfield | 63,301 | April 9, 2024 | 2013 |
| 98 | Greenwich Eagle LLC | Star Greenwich | 63,301 | April 9, 2024 | 2013 |
| 99 | Groton Eagle LLC | Star Groton | 63,301 | April 9, 2024 | 2013 |
| 100 | Madison Eagle LLC | Star Madison | 63,301 | April 9, 2024 | 2013 |
| 101 | Mystic Eagle LLC | Star Mystic | 63,301 | April 9, 2024 | 2013 |
| 102 | Rowayton Eagle LLC | Star Rowayton | 63,301 | April 9, 2024 | 2013 |
| 103 | Southport Eagle LLC | Star Southport | 63,301 | April 9, 2024 | 2013 |
| 104 | Ultra Shipping LLC | Kaley | 63,283 | June 26, 2015 | 2015 |
| 105 | Stockholm Eagle LLC | Star Stockholm | 63,275 | April 9, 2024 | 2016 |
| 4 |
Operating Fleet - Continued:
| # | Wholly Owned Subsidiaries | Vessel Name | DWT |
Date Delivered to Star Bulk |
Year Built |
| 106 | Blooming Navigation LLC | Kennadi | 63,262 | January 8, 2016 | 2016 |
| 107 | Jasmine Shipping LLC | Mackenzie | 63,226 | March 2, 2016 | 2016 |
| 108 | New London Eagle LLC | Star New London | 63,140 | April 9, 2024 | 2015 |
| 109 | Star Lida I Shipping LLC | Star Apus | 63,123 | July 16, 2019 | 2014 |
| 110 | Star Zeus IV LLC | Star Subaru | 61,571 | March 16, 2021 | 2015 |
| 111 | Stamford Eagle LLC | Star Stamford | 61,530 | April 9, 2024 | 2016 |
| 112 | Star Nor XV LLC | Star Wave | 61,491 | July 6, 2018 | 2017 |
| 113 | Star Challenger I LLC | Star Challenger (1) | 61,462 | December 12, 2013 | 2012 |
| 114 | Star Challenger II LLC | Star Fighter (1) | 61,455 | December 30, 2013 | 2013 |
| 115 | Star Axe II LLC | Star Lutas | 61,347 | January 6, 2016 | 2016 |
| 116 | Aurelia Shipping LLC | Honey Badger | 61,320 | February 27, 2015 | 2015 |
| 117 | Rainbow Maritime LLC | Wolverine | 61,292 | February 27, 2015 | 2015 |
| 118 | Star Axe I LLC | Star Antares | 61,258 | October 9, 2015 | 2015 |
| 119 | Tokyo Eagle LLC | Star Tokyo | 61,225 | April 9, 2024 | 2015 |
| 120 | ABY Five LLC | Star Monica | 60,935 | August 3, 2018 | 2015 |
| 121 | Star Asia I LLC | Star Aquarius | 60,916 | July 22, 2015 | 2015 |
| 122 | Star Asia II LLC | Star Pisces | 60,916 | August 7, 2015 | 2015 |
| 123 | Crane Shipping LLC | Crane | 57,809 | April 9, 2024 | 2010 |
| 124 | Egret Shipping LLC | Egret Bulker | 57,809 | April 9, 2024 | 2010 |
| 125 | Gannet Shipping LLC | Gannet Bulker | 57,809 | April 9, 2024 | 2010 |
| 126 | Grebe Shipping LLC | Grebe Bulker | 57,809 | April 9, 2024 | 2010 |
| 127 | Ibis Shipping LLC | Ibis Bulker | 57,809 | April 9, 2024 | 2010 |
| 128 | Jay Shipping LLC | Jay | 57,809 | April 9, 2024 | 2010 |
| 129 | Kingfisher Shipping LLC | Kingfisher | 57,809 | April 9, 2024 | 2010 |
| 130 | Martin Shipping LLC | Martin | 57,809 | April 9, 2024 | 2010 |
| 131 | Star Lida IX Shipping LLC | Star Cleo | 56,582 | July 15, 2019 | 2013 |
| 132 | Star Lida X Shipping LLC | Star Pegasus | 56,540 | July 15, 2019 | 2013 |
| 133 | Star Regg III LLC | Star Bright | 55,569 | October 10, 2018 | 2010 |
| Total DWT | 13,365,183 |
| (1) | Subject to a sale and leaseback financing transaction as further described in Note 8 to our consolidated financial statements included in the 2025 Annual Report. |
| 5 |
Vessels Under Construction:
| # | Wholly Owned Subsidiaries | Vessel Name | DWT | Shipyard |
Expected Delivery |
| 1 | Star Thundera LLC | Star Emma | 82,000 | Qingdao Shipyard Co. Ltd. | Second quarter 2026 |
| 2 | Star Caldera LLC | Star Evelina | 82,000 | Qingdao Shipyard Co. Ltd. | Second quarter 2026 |
| 3 | Star Blueseas I LLC | Star Ellie | 82,000 | Hengli Shipbuilding Pte. Ltd. | Third quarter 2026 |
| 4 | Star Blueseas II LLC | Star Bella | 82,000 | Hengli Shipbuilding Pte. Ltd. | Third quarter 2026 |
| 5 | Star Blueseas III LLC | Star Kyra | 82,000 | Hengli Shipbuilding Pte. Ltd. | Third quarter 2026 |
| 6 | Star Terra LLC | Star Irini | 82,000 | Qingdao Shipyard Co. Ltd. | Fourth quarter 2026 |
| 7 | Star Nova LLC | Star Aline | 82,000 | Qingdao Shipyard Co. Ltd. | Fourth quarter 2026 |
| 8 | Star Affinity LLC | Star Argyro | 82,000 | Qingdao Shipyard Co. Ltd. | Fourth quarter 2026 |
| Total DWT | 656,000 |
Long-Term Time Charter-In Vessels:
In addition, we have entered into the following long-term charter-in arrangements:
| # | Vessel Name | DWT | Built | Shipyard | Country | Delivery Date | Minimum Period |
| 1 | Star Shibumi (1) | 180,000 | 2021 | JMU | Japan | November 30, 2021 | November 2028 |
| 2 | Star Voyager (1) | 82,000 | 2024 | Tsuneishi, Zhousan | China | January 11, 2024 | January 2031 |
| 3 | Stargazer (1) | 66,000 | 2024 | Tsuneishi, Cebu | Philippines | January 16, 2024 | January 2031 |
| 4 | Star Explorer (1) | 82,000 | 2024 | JMU | Japan | March 8, 2024 | March 2031 |
| 5 | Star Earendel (1) | 82,000 | 2024 | JMU | Japan | June 28, 2024 | June 2031 |
| 6 | Star Illusion (1) | 82,000 | 2024 | Tsuneishi, Zhousan | China | October 11, 2024 | October 2031 |
| 7 | Star Thetis (1) | 66,000 | 2024 | Tsuneishi, Cebu | Philippines | November 12, 2024 | November 2031 |
| Total DWT | 640,000 |
| (1) | Recognized as right-of-use assets and corresponding lease liabilities as further described in Note 7 to our consolidated financial statements included in the 2025 Annual Report. |
Conditional Sale and Purchase Agreement:
On March 6, 2026, as previously announced, we entered into a conditional sale and purchase agreement with Diana Shipping Inc. (“Diana”) to acquire 16 secondhand vessels from Diana (the “Diana Purchase Agreement”) for $470.5 million in cash. The 16 vessels we agreed to acquire from Diana include one Newcastlemax, six Capesize vessels, seven Ultramax vessels and two Supramax vessels, with a total carrying capacity of 1.8 million dwt and an average age of 11.4 years. The Diana Purchase Agreement is subject to, among other conditions, the success of Diana’s offer to acquire Genco Shipping & Trading Ltd. The Company intends to fund the purchase price with a combination of existing cash resources, reserved from previous vessel sales, as well as new debt financing.
Liquidity and Capital Resources
Our principal sources of funds have been cash flow from operations, equity offerings, borrowings under secured credit facilities, debt securities or bareboat lease financings and proceeds from vessel sales. Our principal uses of funds have been capital expenditures to establish and grow our fleet, maintain the quality of our dry bulk carriers and comply with international shipping standards, environmental laws and regulations, fund working capital requirements, make principal and interest payments on outstanding indebtedness, make dividend payments when approved by the Board of Directors and fund share repurchases when it is attractive to do so.
| 6 |
Our short-term liquidity requirements include paying operating costs, funding working capital requirements and the short-term equity portion of the cost of vessel acquisitions, if any, our newbuilding program and vessel upgrades, interest and principal payments on short-term outstanding indebtedness and maintaining cash reserves to strengthen our position against adverse fluctuations in operating cash flows. Our primary source of short-term liquidity is cash generated from operating activities, available cash balances and portions from new debt and refinancings as well as equity financings.
Our medium- and long-term liquidity requirements are funding the equity portion of our newbuilding vessel installments and secondhand vessel acquisitions, if any, funding required payments under our vessel financing and other financing agreements, paying cash dividends when declared and funding share repurchases, when our share price is trading at a significant discount to the estimated net liquidation value of our vessels. Sources of funding for our medium- and long-term liquidity requirements include cash flows from operations, new debt and refinancings or lease financings, equity issuances and vessel sales. Please also refer to Note 13 to our unaudited interim condensed consolidated financial statements, included herein, for further discussion on our contractual commitments as of March 31, 2026.
As of May 18, 2026, we had total cash of $432.3 million and outstanding borrowings, including lease financing agreements, of $873.6 million.
Our debt agreements contain financial covenants and undertakings requiring us to maintain various ratios. A summary of these terms is included in Note 9 of the Company’s consolidated financial statements for the year ended December 31, 2025, included in the 2025 Annual Report.
We believe that our current cash balance, along with the undrawn amounts under the NBG Revolving Facility and ABN Revolving Facility (Note 18(f)) and our operating cash flows to be generated over the short-term period will be sufficient to meet our known short-term and long-term liquidity requirements. These requirements include funding the operations of our fleet, capital expenditure requirements, including our commitments for the installation of Energy Saving Devices (“ESD”), telemetry equipment and other upgrades on our vessels, as well as the remaining contractual commitments for the eight vessels under construction, which we expect to fund through cash on hand and proceeds from the ESUN $130.0 million Facility. Furthermore, in April 2026 we received credit committee approval from Taipei Fubon Commercial Bank Co., Ltd for a loan amount of up to $80.0 million to finance currently unlevered vessels (the “Fubon $80.0 million Facility”), which is expected to be drawn in the second quarter of 2026 (Note 18a).
In addition, assuming the successful consummation of the Diana Purchase Agreement, we intend to fund the purchase price for the 16 vessels through a combination of existing cash reserves, including proceeds from previous vessel sales, as well as new debt financing. We have received a number of financing proposals from leading financial institutions in connection with obtaining new senior secured debt facilities related to this transaction and are currently evaluating these proposals.
We may seek additional indebtedness to finance future vessel acquisitions and our newbuilding program to maintain our cash position or to refinance our existing debt in more favorable terms. Our practice has been to fund the cash portion of the acquisition or construction cost of dry bulk carriers using a combination of funds from operations and bank debt or lease financing secured by mortgages or title of ownership on our dry bulk carriers held by the relevant lenders, respectively. We may also use the proceeds from potential equity or debt offerings to finance future vessel acquisitions. Our business is capital-intensive and its future success will depend on our ability to maintain a high-quality fleet through the acquisition and construction of newer dry bulk carriers and the selective sale of older dry bulk carriers. These acquisitions and newbuilding contracts will be principally subject to management’s expectation of future market conditions as well as our ability to acquire dry bulk carriers on favorable terms. However our ability to obtain bank or lease financing, to refinance our existing debt or to access the capital markets for offerings in the future, may be limited by our financial condition at the time of any such financing or offering, including the market value of our fleet, as well as by adverse market conditions resulting from, among other things, general economic conditions, prevailing interest rates, weakness in the financial and equity markets and contingencies and uncertainties that are beyond our control. Our liquidity is also impacted by our dividend policy, as discussed below.
| 7 |
Dividend Policy
Our dividend policy is described in Item 8. Financial Information-A. Consolidated statements and other financial information—Dividend Policy of our 2025 Annual Report.
Under our amended dividend policy approved by our Board of Directors and announced on February 25, 2026, we may approve the distribution of 100% of Cash Flow (as defined in the dividend policy) for a given quarter to shareholders. Notwithstanding the Cash Flow calculation described above, we have established a minimum quarterly dividend of $0.05 per share, which we intend to pay even in circumstances where the quarterly Cash Flow would otherwise result in a lower or no dividend. On May 20, 2026, our Board of Directors declared a quarterly cash dividend of $0.50 per share, payable on or about June 22, 2026 to all shareholders of record as of June 12, 2026.
| 8 |
Since Star Bulk is a holding company with no material assets other than the shares of its subsidiaries through which it conducts its operations, Star Bulk’s ability to pay dividends in the future will depend on its subsidiaries’ ability to distribute funds to it. Any future dividends declared will be at the discretion and remain subject to approval of our Board of Directors each quarter after its review of our financial performance and position and other factors, including but not limited to our dividend policy, earnings, the prevailing charter market conditions, capital requirements, restrictions in our loan agreements, if any, and applicable provisions of Marshall Islands law, which generally prohibits the payment of dividends other than from surplus or while a company is insolvent or would be rendered insolvent upon the payment of such dividends. Star Bulk’s dividend policy and declaration and payment of dividends may be changed at any time and are subject to available funds and our Board of Directors’ determination that each declaration and payment is at the time in the best interests of Star Bulk and its shareholders after its review of our financial performance. Accordingly, there can be no assurance that our Board of Directors will declare dividends in any future period.
Other Recent Developments
Please refer to Note 18 to our unaudited interim condensed consolidated financial statements, included elsewhere herein, for developments that took place after March 31, 2026.
Operating Results
Factors Affecting Our Results of Operations
We deploy our vessels on a mix of short to medium-term time charters or voyage charters, contracts of affreightment or in dry bulk carrier pools, according to our assessment of market conditions. We adjust the mix of these charters to take advantage of the relatively stable cash flow and high utilization rates associated with medium to long-term time charters, or to profit from attractive spot charter rates during periods of strong charter market conditions, or to maintain employment flexibility that the spot market offers during periods of weak charter market conditions. The following table reflects certain operating data of our fleet, including our ownership days and TCE rates, which we believe are important measures for analyzing trends in our results of operations, for the periods indicated:
Three-month period ended March 31, | |||||||
| (TCE rates expressed in U.S. Dollars) | 2026 | 2025 | |||||
| Average number of vessels (1) | 135.4 | 150.7 | |||||
| Number of vessels (2) | 135 | 150 | |||||
| Average age of operational fleet (in years) (3) | 12.9 | 12.3 | |||||
| Ownership days (4) | 12,183 | 13,566 | |||||
| Available days (5) | 11,579 | 12,805 | |||||
| Charter-in days (6) | 947 | 1,072 | |||||
| Daily Time Charter Equivalent Rate (7) | $18,493 | $12,439 | |||||
| (1) | Average number of vessels is the number of vessels that constituted our owned fleet for the relevant period, as measured by the sum of the number of days each operating vessel was a part of our owned fleet during the period divided by the number of calendar days in that period. |
| (2) | As of the last day of each period reported. |
| (3) | Average age of our operational fleet is calculated as of the end of each period. |
| (4) | Ownership days are the total calendar days each vessel in the fleet was owned by us for the relevant period, including vessels subject to sale and leaseback transactions and finance leases. |
| (5) | Available days for the fleet are the Ownership days after subtracting off-hire days for major repairs, dry docking or special or intermediate surveys, change of management and vessels’ improvements and upgrades. Our method of computing Available Days may not necessarily be comparable to Available Days of other companies due to differences in methods of calculation. |
| (6) | Charter-in days are the total days that we charter-in third party vessels. |
| 9 |
| (7) | Time charter equivalent rate (the “TCE rate”) represents the weighted average daily TCE rates of our operating fleet (including owned fleet and charter-in vessels). TCE rate is a measure of the average daily net revenue performance of our operating fleet. Our method of calculating TCE rate is determined by dividing (a) TCE Revenues, which consists of voyage revenues net of voyage expenses, charter-in hire expenses, amortization of fair value of above/below market acquired time charter agreements, if any, as well as adjusted for the impact of realized gain/(loss) on forward freight agreements (“FFAs”) and bunker swaps by (b) Available days for the relevant time period. Available days do not include the Charter-in days as per the relevant definitions provided above. Voyage expenses primarily consist of port, canal and fuel costs that are unique to a particular voyage, which would otherwise be paid by the charterer under a time charter contract, as well as commissions. In the calculation of TCE Revenues, we also include the realized gain/(loss) on FFAs and bunker swaps as we believe that this method better reflects the chartering result of our fleet and is more comparable to the method used by some of our peers. TCE Revenues and TCE rate, which are non-GAAP measures, provide additional meaningful information in conjunction with voyage revenues, the most directly comparable GAAP measure, because they assist our management in making decisions regarding the deployment and use of our vessels and because we believe that they provide useful information to investors regarding our financial performance. TCE rate is a standard shipping industry performance measure used primarily to compare period-to-period changes in a shipping company’s performance despite changes in the mix of charter types (i.e., voyage charters, time charters, bareboat charters and pool arrangements) under which its vessels may be employed between the periods. TCE Revenues and TCE rate, as presented below, may not necessarily be comparable to those of other companies due to differences in methods of calculation. |
The following table reflects the calculation of our TCE rates as discussed in footnote (7) above. The table presents reconciliation of TCE Revenues to voyage revenues as reflected in the unaudited interim condensed consolidated income statements.
| (In thousands of U.S. Dollars, except for TCE rates) | Three months ended March 31, 2026 |
| Three months ended March 31, 2025 |
| ||||
| Voyage revenues | $ | 281,152 | $ | 230,650 | ||||
| Less: | ||||||||
| Voyage expenses | (52,762 | ) | (56,318 | ) | ||||
| Charter-in hire expenses | (14,479 | ) | (15,900 | ) | ||||
| Realized gain on FFAs/bunker swaps, net | 214 | 846 | ||||||
| Time Charter equivalent revenues | $ | 214,125 | $ | 159,278 | ||||
| Available days | 11,579 | 12,805 | ||||||
| Daily Time Charter Equivalent Rate (“TCE”) | $ | 18,493 | $ | 12,439 | ||||
Voyage Revenues
Voyage revenues are driven primarily by the number of vessels in our operating fleet, the duration of our charters, the number of charter-in days, the amount of daily charter hire or freight rates that our vessels earn under time and voyage charters, respectively, which, in turn, are affected by a number of factors, including our decisions relating to vessel acquisitions and disposals, the number of vessels chartered-in, the amount of time that we spend positioning our vessels, the amount of time that our vessels spend in dry dock undergoing repairs, maintenance and upgrade work, the age, condition and specifications of our vessels and levels of supply and demand in the seaborne transportation market.
Vessels operating on time charters for a certain period of time provide more predictable cash flows over that period of time, but can yield lower profit margins than vessels operating in the spot charter market during periods characterized by favorable market conditions. Vessels operating in the spot charter market generate revenues that are less predictable, but may enable us to capture increased profit margins during periods of improvements in charter rates, although we would be exposed to the risk of declining vessel rates, which may have a materially adverse impact on our financial performance. If we employ vessels on period time charters, future spot market rates may be higher or lower than the rates at which we have employed our vessels on period time charters.
| 10 |
Voyage Expenses
Voyage expenses may include port and canal charges, agency fees, fuel (bunker) expenses and brokerage commissions payable to related and third parties. Voyage expenses are incurred for our owned and chartered-in vessels during voyage charters or when the vessel is unemployed. Bunker expenses, port and canal charges primarily increase in periods during which vessels are employed on voyage charters because these expenses are paid by the owners (whereas these expenses would otherwise be paid by the charterer under a time charter contract).
Charter-in Hire Expenses
Charter-in hire expenses represent hire expenses for chartering-in third party vessels, either under time charters or voyage charters.
Vessel Operating Expenses
Vessel operating expenses include crew wages and related costs, the cost of insurance and vessel registry, expenses relating to repairs and maintenance, the cost of spares and consumable stores, tonnage taxes, regulatory fees, maintenance expenses, lubricants and other miscellaneous expenses. Other factors beyond our control, some of which may affect the shipping industry in general, including for instance, developments relating to market prices for crew wages, lubricants and insurance, may also cause these expenses to increase.
Dry Docking Expenses
Dry docking expenses relate to regularly scheduled intermediate survey or special survey dry docking necessary to preserve the quality of our vessels as well as to comply with international shipping standards and environmental laws and regulations. Dry docking expenses can vary according to the size, age and general condition of the vessel, the location where the dry docking takes place, shipyard availability and the number of days the vessel is under dry dock. We utilize the direct expense method, under which we expense all dry docking costs as incurred.
Depreciation
We depreciate our vessels on a straight-line basis over their estimated useful lives, which is determined to be 25 years from the date of their initial delivery from the shipyard. Depreciation is calculated based on a vessel’s cost less the estimated residual value. We estimate the salvage value of each vessel to be $400 per light weight ton.
Management Fees
Management fees include fees paid to third parties as well as related parties providing certain procurement services to our fleet.
General and Administrative Expenses
We incur general and administrative expenses, including our onshore personnel related expenses, directors’ and executives’ compensation, share based compensation, legal, consulting, audit and accounting expenses.
Other Operational Gain
Other operational gain includes gain from all other operating activities which are not related to the principal activities of the Company, such as gain from insurance claims.
| 11 |
Gain/(Loss) on Forward Freight Agreements and Bunker Swaps, net
When deemed appropriate from a risk management perspective, we take positions in freight derivatives, including FFAs and freight options with an objective to utilize those instruments as economic hedges to reduce the risk on specific vessels trading in the spot market and to take advantage of short-term fluctuations in the market prices. Upon the settlement, if the contracted charter rate is less than the average of the rates, for the specified route and time period, as reported by an identified index, the seller of the FFA is required to pay the buyer the settlement sum. The settlement amount is an amount equal to the difference between the contracted rate and the settlement rate, multiplied by the number of days in the specified period covered by the FFA. Conversely, if the contracted rate is greater than the settlement rate, the buyer is required to pay the seller the settlement sum. Our FFAs are settled mainly through reputable exchanges such as European Energy Exchange (“EEX”) or Singapore Exchange (“SGX”) so as to limit our exposure in over-the-counter transactions. Customary requirements for trading in FFAs include the maintenance of initial and variation margins based on expected volatility, open position and mark to market of the contracts. The fair value of the FFAs or freight options is treated as an asset or liability until they are settled with the change in their fair value being reflected in earnings. Any such settlements by us or settlements to us under FFAs or freight options, if any, are recorded under Gain/(Loss) on forward freight agreements and bunker swaps, net.
Also, when deemed appropriate from a risk management perspective, we enter into bunker swap contracts to manage our exposure to fluctuations of bunker prices associated with the consumption of bunkers by our vessels. Bunker swaps are agreements between two parties to exchange cash flows at a fixed price on bunkers, where volume, time period and price are agreed in advance. Our bunker swaps are settled mainly through reputable exchanges such as Intercontinental Exchange (“ICE”) so as to limit our counterparty exposure in over-the-counter transactions. Bunker price differentials paid or received under the swap agreements as well as changes in their fair value are recognized under Gain/(Loss) on forward freight agreements and bunker swaps, net.
The fair value of freight derivatives and bunker swaps is determined through Level 1 inputs of the fair value hierarchy (quoted prices from the applicable exchanges such as EEX, SGX or ICE). Our FFAs and bunker swaps do not qualify for hedge accounting and therefore unrealized gains or losses are recognized under Gain/(Loss) on forward freight agreements and bunker swaps, net.
Gain/(Loss) on Sale of Vessels
Gain/(Loss) on sale of vessels represents net gains/(losses) from the sale of our vessels concluded during the period.
Interest and Finance Costs
We incur interest expense and financing costs in connection with our outstanding indebtedness under our existing loan facilities (including sale and leaseback financing transactions). We also incur financing costs in connection with establishing those facilities, which are presented as a direct deduction from the carrying amount of the relevant debt liability and amortize them to interest and financing costs over the term of the underlying obligation using the effective interest method.
Interest Income and Other Income/(Loss)
We earn interest income on our cash deposits with our lenders and other financial institutions. Other income/(loss) mainly consists of gains/(losses) from realized and unrealized foreign exchange differences.
Results of Operations
The three-month period ended March 31, 2026 compared to the three-month period ended March 31, 2025
Voyage revenues net of Voyage expenses: Voyage revenues for the three months ended March 31, 2026 increased to $281.2 million from $230.7 million in the corresponding period in 2025. Time charter equivalent revenues (“TCE Revenues”) (as defined above) increased to $214.1 million compared to $159.3 million for the corresponding period in 2025. The increase in both Voyage revenues and TCE Revenues, despite the decrease in the average number of vessels in our fleet to 135.4 from 150.7 during the relevant periods, is attributable to the significant increase in charter rates. The TCE rate for the first three months of 2026 increased to $18,493 compared to $12,439 for the corresponding period in 2025, which is indicative of the stronger market conditions prevailing during the first quarter of 2026. Please refer to the table above for the calculation of the TCE Revenues and TCE rate and their reconciliation with Voyage Revenues, which is the most directly comparable financial measure calculated and presented in accordance with U.S. GAAP.
| 12 |
Charter-in hire expenses: Charter-in hire expenses for the three months ended March 31, 2026 and 2025 were $14.5 million and $15.9 million, respectively. The decrease was primarily attributable to the decrease in charter-in days to 947 in the first quarter of 2026 from 1,072 in the corresponding period in 2025, which was partially offset by the increase in weighted average charter-in hire rates.
Vessel operating expenses: Vessel operating expenses for the three months ended March 31, 2026 and 2025 were $61.8 million and $67.9 million, respectively. The decrease in our operating expenses was primarily due to the decrease in the average number of vessels in our fleet to 135.4 from 150.7 during the relevant periods.
Dry docking expenses: Dry docking expenses for the three months ended March 31, 2026 and 2025 were $19.6 million and $24.7 million, respectively. During the first quarter of 2026, 10 vessels completed their scheduled periodic dry docking surveys, including three dry dockings that commenced in the fourth quarter of 2025. During the corresponding period in 2025, 14 vessels completed their scheduled periodic dry docking surveys. The decrease in dry docking expenses, apart from the lower number of vessels that underwent and completed dry docking surveys in the first quarter of 2026, reflects the timing differences in the commencement and completion of dry dockings across quarters.
Depreciation: Depreciation expense for the three months ended March 31, 2026 and 2025 was $39.6 million and $43.0 million, respectively. The decrease is driven by the decrease in the average number of vessels in our fleet to 135.4 from 150.7 during the relevant periods.
General and administrative expenses and Management fees: General and administrative expenses for the three months ended March 31, 2026 and 2025 were $14.5 million and $15.3 million, respectively. Vessel management fees in the first quarter of 2026 amounted to $5.5 million compared to $5.6 million for the corresponding period in 2025. The decrease in both general and administrative expenses and management fees was mainly attributable to the decrease in the average number of vessels in our fleet, as described above, partially offset by the higher EUR/USD exchange rate prevailing during the first quarter of 2026.
Other operational gain: Other operational gain for the three-month period ended March 31, 2026 amounted to $0.7 million and primarily related to various insurance proceeds. Other operational gain for the three-month period ended March 31, 2025 amounted to $12.0 million, mainly consisting of $2.3 million in insurance proceeds pursuant to a war risk insurance policy in connection with the prolonged detainment of one of our vessels in Ukraine in 2022 and $9.3 million related to the write-off of previously recorded accruals and liabilities that were no longer expected to require settlement.
Gain/(Loss) on forward freight agreements and bunker swaps, net: For the three-month period ended March 31, 2026, we incurred a net loss on FFAs and bunker swaps of $2.9 million, consisting of an unrealized loss of $3.1 million and a realized gain of $0.2 million. For the three-month period ended March 31, 2025, we incurred a gain on FFAs and bunker swaps of $2.9 million, consisting of an unrealized gain of $2.1 million and a realized gain of $0.8 million.
Gain/(Loss) on sale of vessels: Our results for the three-month period ended March 31, 2026, include an aggregate net gain of $0.2 million which resulted from the completion of the sale of the vessel Star Stonington, as discussed under section “Our Fleet” above. For the three-month period ended March 31, 2025, a net loss of $0.7 million resulted from the completion of the sale of the vessel Star Omicron.
Interest and finance costs: Interest and finance costs for the three months ended March 31, 2026 and 2025 were $12.9 million and $19.3 million, respectively. The decrease was primarily driven by a reduction in loan interest expense resulting from significantly lower weighted average outstanding indebtedness and reduced weighted average interest rates during the first quarter of 2026.
| 13 |
Interest income and other income/(loss): Interest income and other income/(loss) for the three months ended March 31, 2026 and 2025 were $1.2 million and $4.7 million, respectively. The decrease primarily reflects a foreign exchange loss of $1.8 million incurred during the first quarter of 2026, compared to a foreign exchange gain of $0.9 million incurred during the first quarter of 2025, along with decreased interest income earned during the first quarter of 2026 compared to the corresponding period in 2025.
| 14 |
Cash Flows
Net cash provided by operating activities for the three months ended March 31, 2026 and 2025 was $112.4 million and $48.5 million, respectively. The increase was primarily driven by higher voyage revenues resulting from increased charter rates due to stronger market conditions prevailing during the recent period compared to the corresponding period in 2025. Additionally, the decrease in expenses attributable to the lower average number of vessels in our fleet, as well as the decrease in loan interest expense, as discussed above, further contributed to this increase.
Net cash provided by investing activities for the three months ended March 31, 2026, and 2025 was $1.1 million and $9.4 million, respectively. The decrease was primarily due to i) higher cash payments for advances on vessels under construction and upgrades, totaling $20.0 million in the first quarter of 2026 compared to $7.3 million in the corresponding period of 2025 and ii) lower cash inflows from hull and machinery insurance proceeds, totaling $0.7 million in the first quarter of 2026 compared to $8.4 million in the corresponding period of 2025. Furthermore, the decrease was partially offset by i) higher vessel sale proceeds of $19.8 million in the first quarter of 2026 compared to $8.4 million in the same period of 2025,and ii) the proceeds from sale of equity in investee totaling $0.6 million in the first quarter of 2026.
Net cash used in financing activities for the three months ended March 31, 2026, and 2025 was $206.0 million and $62.0 million, respectively. This increase was primarily due to a decrease in proceeds from bank loans to $80.0 million during the three months ended March 31, 2026 compared to $228.0 million in the corresponding period of 2025. Additionally, dividend payments increased to $41.4 million in the first quarter of 2026 compared to $10.4 million during the same period in 2025 and cash outflows related to the repurchase of common shares increased to $37.9 million during the first quarter in 2026 compared to $19.6 million during the corresponding period in 2025. The increase was partially offset by lower debt repayments of $206.3 million in the first quarter of 2026 compared to $259.4 million during the same period in 2025.
Critical Accounting Estimates
For a description of all our critical accounting estimates, see Note 2 to our audited financial statements and “Item 5. Operating and Financial Review and Prospects,” included in our 2025 Annual Report. There have been no material changes from the “Critical Accounting Estimates” previously disclosed in our 2025 Annual Report.
| 15 |
STAR BULK CARRIERS CORP.
INDEX TO UNAUDITED INTERIM CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
| Unaudited Consolidated Balance Sheets as of December 31, 2025 and March 31, 2026 | F-2 |
| Unaudited Interim Condensed Consolidated Income Statements for the three-month periods ended March 31, 2025 and 2026 | F-3 |
| Unaudited Interim Condensed Consolidated Statements of Comprehensive Income/(Loss) for the three-month periods ended March 31, 2025 and 2026 | F-4 |
| Unaudited Interim Condensed Consolidated Statements of Shareholders’ Equity for the three-month periods ended March 31, 2025 and 2026 | F-5 |
| Unaudited Interim Condensed Consolidated Statements of Cash Flows for the three-month periods ended March 31, 2025 and 2026 | F-6 |
| Notes to Unaudited Interim Condensed Consolidated Financial Statements | F-7 |
| F-1 |
STAR BULK CARRIERS CORP.
Unaudited Consolidated Balance Sheets
As of December 31, 2025 and March 31, 2026
(Expressed in thousands of U.S. dollars except for share and per share data, unless otherwise stated)
December 31, 2025 |
| March 31, 2026 |
| |||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash and cash equivalents | $ | 488,511 | $ | 397,042 | ||||
| Restricted cash, current (Notes 9 and 14) | 11,808 | 10,775 | ||||||
| Trade accounts receivable, net | 83,587 | 77,999 | ||||||
| Inventories (Note 5) | 51,477 | 62,721 | ||||||
| Due from managers | 52 | 2 | ||||||
| Due from related parties (Note 3) | 79 | 34 | ||||||
| Prepaid expenses and other receivables | 12,694 | 13,620 | ||||||
| Derivatives, current asset portion (Note 14) | 617 | 145 | ||||||
| Other current assets (including $1,517 and $1,456 of investment in debt security as of December 31, 2025 and March 31, 2026, respectively, Note 14) | 34,520 | 31,866 | ||||||
| Total Current Assets | 683,345 | 594,204 | ||||||
| FIXED ASSETS | ||||||||
| Advances for vessels under construction (Note 6) | 87,277 | 99,999 | ||||||
| Vessels and other fixed assets, net (Note 6) | 2,874,947 | 2,822,365 | ||||||
| Total Fixed Assets | 2,962,224 | 2,922,364 | ||||||
| OTHER NON-CURRENT ASSETS | ||||||||
| Long-term investment (Note 4) | 826 | 438 | ||||||
| Restricted cash, non-current (Note 9) | 1,615 | 1,615 | ||||||
| Operating leases, right-of-use assets (Note 7) | 157,058 | 149,835 | ||||||
| Other non-current assets | 317 | 341 | ||||||
| TOTAL ASSETS | $ | 3,805,385 | $ | 3,668,797 | ||||
| LIABILITIES & SHAREHOLDERS' EQUITY | ||||||||
| CURRENT LIABILITIES | ||||||||
| Current portion of long-term bank loans & revolving facilities (Note 9) | $ | 226,137 | $ | 170,674 | ||||
| Lease financing short term (Note 8) | 2,731 | 2,731 | ||||||
| Accounts payable | 49,456 | 50,233 | ||||||
| Due to managers | 12,151 | 16,394 | ||||||
| Due to related parties (Note 3) | 3,557 | 2,461 | ||||||
| Accrued liabilities | 38,660 | 46,525 | ||||||
| Operating lease liabilities, current (Note 7) | 28,624 | 28,701 | ||||||
| Derivatives, current liability portion (Note 14) | — | 2,633 | ||||||
| Deferred revenue | 20,361 | 21,563 | ||||||
| Other current liabilities | 2,000 | 2,000 | ||||||
| Total Current Liabilities | 383,677 | 343,915 | ||||||
| NON-CURRENT LIABILITIES | ||||||||
| Long-term bank loans & revolving facilities, net of current portion and unamortized loan issuance costs of $5,321 and $4,893, as of December 31, 2025 and March 31, 2026, respectively (Note 9) | 833,533 | 763,776 | ||||||
| Lease financing long term, net of unamortized lease issuance costs of $17 and $10, as of December 31, 2025 and March 31, 2026, respectively (Note 8) | 9,827 | 9,151 | ||||||
| Operating lease liabilities, non-current (Note 7) | 128,434 | 121,134 | ||||||
| Other non-current liabilities | 651 | 662 | ||||||
| TOTAL LIABILITIES | 1,356,122 | 1,238,638 | ||||||
| COMMITMENTS & CONTINGENCIES (Note 13) | ||||||||
| SHAREHOLDERS' EQUITY | ||||||||
| Preferred Shares; $0.01 par value, authorized 25,000,000 shares; none issued or outstanding at December 31, 2025 and March 31, 2026, respectively (Note 10) | — | — | ||||||
| Common Shares, $0.01 par value, 300,000,000 shares authorized; 113,424,507 shares issued and outstanding as of December 31, 2025; 111,530,926 shares issued and outstanding as of March 31, 2026 (Note 10) | 1,134 | 1,115 | ||||||
| Additional paid in capital (Note 10) | 3,003,587 | 2,967,589 | ||||||
| Accumulated other comprehensive income | 321 | 76 | ||||||
| Accumulated deficit | (555,779 | ) | (538,621 | ) | ||||
| Total Shareholders' Equity | 2,449,263 | 2,430,159 | ||||||
| TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $ | 3,805,385 | $ | 3,668,797 | ||||
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
| F-2 |
STAR BULK CARRIERS CORP.
Unaudited Interim Condensed Consolidated Income Statements
For the three-month periods ended March 31, 2025 and 2026
(Expressed in thousands of U.S. dollars except for share and per share data, unless otherwise stated)
| Three months ended March 31, | ||||||||
| 2025 | 2026 | |||||||
| Revenues: | ||||||||
| Voyage revenues (Note 16) | $ | 230,650 | $ | 281,152 | ||||
| Expenses/(Income) | ||||||||
| Voyage expenses (Note 4) | 56,318 | 52,762 | ||||||
| Charter-in hire expenses (Note 7) | 15,900 | 14,479 | ||||||
| Vessel operating expenses | 67,942 | 61,786 | ||||||
| Dry docking expenses | 24,677 | 19,593 | ||||||
| Depreciation (Note 6) | 42,954 | 39,578 | ||||||
| Management fees (Note 3) | 5,600 | 5,451 | ||||||
| General and administrative expenses (Note 3) | 15,261 | 14,481 | ||||||
| Other operational loss | 1,156 | 873 | ||||||
| Other operational gain (Note 15) | (12,037 | ) | (711 | ) | ||||
| (Gain) / Loss on forward freight agreements and bunker swaps, net (Note 14) | (2,930 | ) | 2,891 | |||||
| (Gain) / Loss on sale of vessels (Note 6) | 740 | (172 | ) | |||||
| Total operating expenses, net | 215,581 | 211,011 | ||||||
| Operating income | 15,069 | 70,141 | ||||||
| Other Income/ (Expenses): | ||||||||
| Interest and finance costs (Note 9) | (19,275 | ) | (12,893 | ) | ||||
| Interest income and other income / (loss) | 4,712 | 1,188 | ||||||
| Gain / (Loss) on derivative financial instruments, net (Note 14) | 52 | 184 | ||||||
| Gain / (Loss) on debt extinguishment, net (Note 9) | (65 | ) | (107 | ) | ||||
| Total other expenses, net | (14,576 | ) | (11,628 | ) | ||||
| Income before equity in income/(loss) of investee | 493 | 58,513 | ||||||
| Equity in income/(loss) of investee (Note 4) | (31 | ) | 19 | |||||
| Net income | 462 | 58,532 | ||||||
| Earnings per share, basic | $ | 0.00 | $ | 0.53 | ||||
| Earnings per share, diluted | 0.00 | 0.52 | ||||||
| Weighted average number of shares outstanding, basic (Note 11) | 117,210,036 | 111,309,335 | ||||||
| Weighted average number of shares outstanding, diluted (Note 11) | 117,431,435 | 111,810,357 | ||||||
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
| F-3 |
STAR BULK CARRIERS CORP.
Unaudited Interim Condensed Consolidated Statements of Comprehensive Income / (Loss)
For the three-month periods ended March 31, 2025 and 2026
(Expressed in thousands of U.S. dollars except for share and per share data, unless otherwise stated)
| Three months ended March 31, | ||||||||
| 2025 | 2026 | |||||||
| Net income | $ | 462 | $ | 58,532 | ||||
| Other comprehensive income / (loss): | ||||||||
| Unrealized gains / (losses) from cash flow hedges: | ||||||||
| Unrealized gain / (loss) from hedging interest rate swaps recognized in Other comprehensive income/(loss) before reclassifications | (684 | ) | — | |||||
| Unrealized gain / (loss) from investment in debt security recognized in Other comprehensive income/(loss) before reclassifications (Note 14) | — | (61 | ) | |||||
| Less: | ||||||||
| Reclassification adjustments of interest rate swap gain / (loss) (Notes 9 and 14) | (551 | ) | (184 | ) | ||||
| Other comprehensive income / (loss) | (1,235 | ) | (245 | ) | ||||
| Total comprehensive income / (loss) | $ | (773 | ) | $ | 58,287 | |||
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
| F-4 |
STAR BULK CARRIERS CORP.
Unaudited Interim Condensed Consolidated Statements of Shareholders’ Equity
For the three-month periods ended March 31, 2025 and 2026
(Expressed in thousands of U.S. dollars except for share and per share data, unless otherwise stated)
| Common Stock | ||||||||||||||||||||||||
| # of Shares | Par Value | Additional paid in capital | Accumulated other comprehensive income | Accumulated deficit | Total Shareholders' Equity | |||||||||||||||||||
| BALANCE, January 1, 2025 | 117,630,112 | $ | 1,142 | $ | 3,083,906 | $ | 2,299 | $ | (605,572 | ) | $ | 2,481,775 | ||||||||||||
| Net income | — | — | — | — | 462 | $ | 462 | |||||||||||||||||
| Other comprehensive income / (loss) | — | — | — | (1,235 | ) | — | (1,235 | ) | ||||||||||||||||
| Issuance of vested and non-vested shares and amortization of share-based compensation | 432,869 | 4 | 1,615 | — | — | 1,619 | ||||||||||||||||||
| Dividends declared ($0.09 per share) (Note 10) | — | — | — | — | (10,412 | ) | (10,412 | ) | ||||||||||||||||
| Repurchase and cancellation of common shares (Note 10) | (1,281,558 | ) | (13 | ) | (19,540 | ) | — | — | (19,553 | ) | ||||||||||||||
| BALANCE, March 31, 2025 | 116,781,423 | $ | 1,133 | $ | 3,065,981 | $ | 1,064 | $ | (615,522 | ) | $ | 2,452,656 | ||||||||||||
| BALANCE, January 1, 2026 | 113,424,507 | $ | 1,134 | $ | 3,003,587 | $ | 321 | $ | (555,779 | ) | $ | 2,449,263 | ||||||||||||
| Net income | — | — | — | — | 58,532 | 58,532 | ||||||||||||||||||
| Other comprehensive income / (loss) | — | — | — | (245 | ) | — | (245 | ) | ||||||||||||||||
| Issuance of vested and non-vested shares and amortization of share-based compensation (Note 12) | 776 | — | 1,870 | — | — | 1,870 | ||||||||||||||||||
| Dividends declared ($0.37 per share) (Note 10) | — | — | — | — | (41,374 | ) | (41,374 | ) | ||||||||||||||||
| Repurchase and cancellation of common shares (Note 10) | (1,894,357 | ) | (19 | ) | (37,868 | ) | — | — | (37,887 | ) | ||||||||||||||
| BALANCE, March 31, 2026 | 111,530,926 | $ | 1,115 | $ | 2,967,589 | $ | 76 | $ | (538,621 | ) | $ | 2,430,159 | ||||||||||||
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
| F-5 |
STAR BULK CARRIERS CORP.
Unaudited Interim Condensed Consolidated Statements of Cash Flows
For the three-month periods ended March 31, 2025 and 2026
(Expressed in thousands of U.S. dollars except for share and per share data, unless otherwise stated)
| Three months ended March 31, | ||||||||
| 2025 | 2026 | |||||||
| Cash Flows from Operating Activities: | ||||||||
| Net income | $ | 462 | $ | 58,532 | ||||
| Adjustments to reconcile net income to net cash provided by/(used in) operating activities: | ||||||||
| Depreciation | 42,954 | 39,578 | ||||||
| Amortization of debt (loans & leases) issuance costs | 824 | 729 | ||||||
| Noncash lease expense | 6,864 | 7,223 | ||||||
| Gain/(Loss) on debt extinguishment, net | 65 | 107 | ||||||
| (Gain)/Loss on sale of vessels | 740 | (172 | ) | |||||
| Share-based compensation | 1,619 | 1,870 | ||||||
| Change in fair value of derivatives and amortization of OCI | (2,084 | ) | 2,921 | |||||
| Other non-cash charges | (62 | ) | 11 | |||||
| Write-off of accruals and current liabilities | (9,266 | ) | — | |||||
| Loss / (Gain) on sale of equity in investee | — | (194 | ) | |||||
| Gain on hull and machinery claims | (173 | ) | (258 | ) | ||||
| Equity in income/(loss) of investee | 31 | (19 | ) | |||||
| Changes in operating assets and liabilities: | ||||||||
| (Increase)/Decrease in: | ||||||||
| Trade accounts receivable | (1,500 | ) | 5,588 | |||||
| Inventories | 9,055 | (11,244 | ) | |||||
| Prepaid expenses and other receivables | (519 | ) | 639 | |||||
| Derivatives asset | 79 | — | ||||||
| Accrued income | 67 | — | ||||||
| Due from related parties | (1 | ) | 45 | |||||
| Due from managers | 43 | 50 | ||||||
| Other non-current assets | (35 | ) | (24 | ) | ||||
| Increase/(Decrease) in: | ||||||||
| Accounts payable | 1,356 | 2,013 | ||||||
| Operating lease liability | (6,864 | ) | (7,223 | ) | ||||
| Due to related parties | (112 | ) | (1,096 | ) | ||||
| Accrued liabilities | (5,049 | ) | 7,865 | |||||
| Due to managers | 6,995 | 4,243 | ||||||
| Deferred revenue | 3,019 | 1,202 | ||||||
| Net cash provided by / (used in) Operating Activities | 48,508 | 112,386 | ||||||
| Cash Flows from Investing Activities: | ||||||||
| Advances for vessels acquisitions, vessels under construction, vessel upgrades and other fixed assets | (7,321 | ) | (19,960 | ) | ||||
| Cash proceeds from vessel sales | 8,351 | 19,792 | ||||||
| Procceds from sale of equity in investee | — | 600 | ||||||
| Hull and machinery insurance proceeds | 8,391 | 705 | ||||||
| Net cash provided by / (used in) Investing Activities | 9,421 | 1,137 | ||||||
| Cash Flows from Financing Activities: | ||||||||
| Proceeds from bank loans | 228,000 | 80,000 | ||||||
| Loan and lease prepayments and repayments | (259,423 | ) | (206,329 | ) | ||||
| Financing and debt extinguishment fees paid | (578 | ) | (435 | ) | ||||
| Dividends paid | (10,412 | ) | (41,374 | ) | ||||
| Repurchase of common shares | (19,553 | ) | (37,887 | ) | ||||
| Net cash provided by / (used in) Financing Activities | (61,966 | ) | (206,025 | ) | ||||
| Net increase/(decrease) in cash and cash equivalents and restricted cash | (4,037 | ) | (92,502 | ) | ||||
| Cash and cash equivalents and restricted cash at beginning of the period | 440,880 | 501,934 | ||||||
| Cash and cash equivalents and restricted cash at end of the period | $ | 436,843 | $ | 409,432 | ||||
| SUPPLEMENTAL CASH FLOW INFORMATION: | ||||||||
| Cash paid during the period for: | ||||||||
| Interest, net of amount capitalized | $ | 18,023 | $ | 4,778 | ||||
| Non-cash investing and financing activities: | ||||||||
| Vessel upgrades | 5,934 | 6,976 | ||||||
| Unpaid expenses for vessel sales | — | 200 | ||||||
| Right-of-use assets and lease obligations for charter-in contracts | 364 | — | ||||||
| Reconciliation of (a) cash and cash equivalents, and restricted cash reported within the consolidated balance sheets to (b) the total amount of such items reported in the statements of cash flows: | ||||||||
| Cash and cash equivalents | $ | 420,825 | $ | 397,042 | ||||
| Restricted cash, current | 11,412 | 10,775 | ||||||
| Restricted cash, non-current | 4,606 | 1,615 | ||||||
| Cash and cash equivalents and restricted cash at end of period shown in the statement of cash flows | $ | 436,843 | $ | 409,432 | ||||
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
| F-6 |
STAR BULK CARRIERS CORP.
Notes to Unaudited Interim Condensed Consolidated Financial Statements
March 31, 2026
(Expressed in thousands of U.S. dollars except for share and per share data, unless otherwise stated)
| 1. | Basis of Presentation and General Information: |
Star Bulk Carriers Corp. (“Star Bulk”) is a global shipping company providing worldwide seaborne transportation solutions in the dry bulk sector. Star Bulk was incorporated in the Marshall Islands on December 13, 2006 and maintains offices in Athens, New York, Connecticut (Stamford) and Singapore. Star Bulk’s common shares trade on the NASDAQ Global Select Market under the ticker symbol “SBLK”.
The unaudited interim condensed consolidated financial statements include the accounts of Star Bulk and its wholly owned subsidiaries (collectively, the “Company”) and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) for interim financial information. Accordingly, they do not include all the information and notes required by U.S. GAAP for annual financial statements.
These unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements for the year ended December 31, 2025 and, in the opinion of management, reflect all normal recurring adjustments considered necessary for a fair presentation of the Company’s financial position, results of operations and cash flows for the periods presented. Operating results for the three-month period ended March 31, 2026 are not necessarily indicative of the results that might be expected for the fiscal year ending December 31, 2026.
The unaudited interim condensed consolidated financial statements presented in this report should be read in conjunction with the annual consolidated financial statements for the year ended December 31, 2025 included in the Company’s Annual Report on Form 20-F for the year ended December 31, 2025 (the “2025 Annual Report”). The balance sheet as of December 31, 2025 has been derived from the audited consolidated financial statements as of that date, but, pursuant to the requirements for interim financial information, does not include all the information and footnotes required by U.S. GAAP for complete financial statements.
Unless otherwise defined herein, capitalized words and expressions used herein shall have the same meanings ascribed to them in the 2025 Annual Report.
As of March 31, 2026, the Company owned a modern fleet of 135 dry bulk vessels consisting of Newcastlemax, Capesize, Post Panamax, Kamsarmax, Ultramax and Supramax vessels with a carrying capacity between 209,537 deadweight tonnage (“dwt”) and 55,569 dwt, and a combined carrying capacity of 13.6 million dwt and an average age of 12.9 years. Also, as of March 31, 2026, the Company has entered into firm shipbuilding contracts for the construction of eight 82,000 dwt Kamsarmax newbuilding vessels with expected deliveries between the second and fourth quarters of 2026. In addition, the Company charters-in a number of third-party vessels on both a short-term and long-term basis to increase its operating capacity in order to satisfy its clients’ needs. Specifically, as of March 31, 2026, the Company charters-in seven vessels on a long-term basis.
| 2. | Significant accounting policies and recent accounting pronouncements: |
A summary of the Company’s significant accounting policies and recent accounting pronouncements is included in Note 2 to the Company’s consolidated financial statements included in the 2025 Annual Report. During the three months ended March 31, 2026, except for the recent accounting pronouncement described below, there were no other significant changes to the Company’s significant accounting policies or recent accounting pronouncements issued that the Company expects to have a potential impact on its consolidated financial statements. In December 2025, the FASB issued ASU 2025-11, which clarifies the scope and disclosure requirements for interim financial reporting under ASC 270. The amendments introduce a principle requiring disclosure of events and transactions occurring after the end of the most recent annual reporting period that have a material impact on the entity and consolidate certain interim disclosure requirements. The amendments are effective for interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact that adoption of this ASU will have on its interim financial statement disclosures.
| F-7 |
STAR BULK CARRIERS CORP.
Notes to Unaudited Interim Condensed Consolidated Financial Statements
March 31, 2026
(Expressed in thousands of U.S. dollars except for share and per share data, unless otherwise stated)
| 3. | Transactions with Related Parties: |
Details of the Company’s transactions with related parties did not change in the three-month period ended March 31, 2026, and are discussed in Note 3 of the Company’s consolidated financial statements for the year ended December 31, 2025, included in the 2025 Annual Report.
Transactions and balances with related parties are analyzed as follows:
| a) | Management and Directors Fees: As of December 31, 2025, and as of March 31, 2026, the amount payable due to consultancy agreements and directors’ fees amounted to $225 and $100, respectively, and is presented within “Due to related parties” in the unaudited consolidated balance sheets. The consultancy agreements’ expenses for the three-month periods ended March 31, 2025 and 2026 amounted to $199 and $201, respectively. |
| b) | Oceanbulk Maritime S.A. and its affiliates (or “Oceanbulk Maritime”): As of December 31, 2025, the amount receivable from Oceanbulk Maritime amounted to $45 and is presented within “Due from related parties” in the unaudited consolidated balance sheet. As of March 31, 2026, the amount payable to Oceanbulk Maritime amounted to $17 and is presented within “Due to related parties” in the unaudited consolidated balance sheet. The related general and administrative expenses for the three-month periods ended March 31, 2025 and 2026 amounted to $nil. |
| c) | Iblea Ship Management Limited and Megara Shipmanagement Ltd.: As of December 31, 2025, and as of March 31, 2026, the amount payable to Iblea Ship Management Limited and Megara Shipmanagement Ltd. amounted to $3,332 and $2,344 and is presented within “Due to related parties” in the unaudited consolidated balance sheets. The related management fees for the three-month periods ended March 31, 2025 and 2026 amounted to $702 and $972, respectively. |
| 4. | Equity Method Investments: |
Details of the Company’s equity method investments did not change in the three-month period ended March 31, 2026, and are discussed in Note 4 of the Company’s consolidated financial statements for the year ended December 31, 2025, included in the 2025 Annual Report.
| a) | Interchart Shipping Inc. (or “Interchart”): In January 2026, the Company sold its holding to an unrelated party, resulting in a gain of $194 which is presented under “Other operational gain” in the unaudited interim condensed consolidated income statement for the three-month period ended March 31, 2026. The income or loss on investment is presented under “Equity in income/(loss) of investee” in the unaudited interim condensed consolidated income statements and amounted to ($45) and nil for the three-month periods ended March 31, 2025 and 2026 respectively. The related expenses for chartering, brokering and commercial services provided are presented under “Voyage expenses” in the unaudited interim condensed consolidated income statements and amounted to $1,035 for the three-month period ended March 31, 2025. |
| b) | StarOcean Manning Philippines Inc. (or “Starocean”): The Company has a 25% ownership interest in Starocean. This investment is accounted for as an equity method investment. It is presented within “Long term investment” in the unaudited consolidated balance sheets and amounted to $294 as of December 31, 2025 and $313 as of March 31, 2026. The income on investment is presented under “Equity in income/(loss) of investee” in the unaudited interim condensed consolidated income statements and for the three-month periods ended March 31, 2025 and 2026 amounted to $14 and $19, respectively. |
| c) | Capesize Chartering Ltd. (or “CCL Pool”): The Company holds 33% of the CCL Pool. The investment in CCL Pool is presented within “Long term investment” in the unaudited consolidated balance sheets and amounted to $125 as of December 31, 2025 and March 31, 2026. The Company’s subsequent share of results of CCL Pool was insignificant for the three-month periods ended March 31, 2025 and 2026. |
| F-8 |
STAR BULK CARRIERS CORP.
Notes to Unaudited Interim Condensed Consolidated Financial Statements
March 31, 2026
(Expressed in thousands of U.S. dollars except for share and per share data, unless otherwise stated)
| 5. | Inventories: |
The amounts shown in the unaudited consolidated balance sheets are analyzed as follows:
| December 31, 2025 | March 31, 2026 | |||||
| Lubricants | $ | 15,435 | $ | 16,123 | ||
| Bunkers | 36,042 | 46,598 | ||||
| Total | $ | 51,477 | $ | 62,721 |
| 6. | Vessels and other fixed assets, net and Advances for vessels under construction: |
Vessels and other fixed assets, net
The amounts in the unaudited consolidated balance sheets are analyzed as follows:
| Cost | Accumulated depreciation | Net Book Value | ||||||||||
| Balance, December 31, 2025 | $ | 3,997,911 | $ | (1,122,964 | ) | $ | 2,874,947 | |||||
| - Acquisition of vessels, vessel upgrades and other vessel costs | 5,986 | — | 5,986 | |||||||||
| - Other fixed assets | 430 | — | 430 | |||||||||
| - Vessel sales | (21,786 | ) | 2,366 | (19,420 | ) | |||||||
| - Depreciation for the period | — | (39,578 | ) | (39,578 | ) | |||||||
| Balance, March 31, 2026 | $ | 3,982,541 | $ | (1,160,176 | ) | $ | 2,822,365 | |||||
In December 2025, the Company agreed to sell the vessel Star Stonington, which was delivered to its new owners on February 3, 2026. The amount included under “Gain/(Loss) on sale of vessels” in the unaudited interim condensed consolidated income statement for the three-month period ended March 31, 2026, primarily relates to the gain on sale of the vessel Star Stonington.
During the first quarter of 2026, the Company agreed to sell the vessels Star Scarlett and Star Mariella, which were delivered to their new owners on April 21, 2026 and on May 13, 2026, respectively (Note 18). Given their employment as of March 31, 2026, none of the above-mentioned vessels met the criteria to be classified as held for sale as of March 31, 2026.
As of March 31, 2026, 103 of the Company’s vessels, having a net carrying value of $2,268,594, serve as collateral under certain of the Company’s loan facilities and were subject to first-priority mortgages (Note 9). Title of ownership is held by the relevant lenders for another 2 vessels with a carrying value of $36,978 to secure the relevant sale and lease back financing transactions (Note 8).
The amounts reported under “Acquisition of vessels, vessel upgrades and other vessel costs” in the table above which were incurred during the three-month period ended March 31, 2026 mainly include costs related to the Company’s continued technical upgrades to its fleet, such as the installation of ballast water management systems (“BWTS”) and Energy Saving Devices (“ESD”).
| F-9 |
STAR BULK CARRIERS CORP.
Notes to Unaudited Interim Condensed Consolidated Financial Statements
March 31, 2026
(Expressed in thousands of U.S. dollars except for share and per share data, unless otherwise stated)
| 6. | Vessels and other fixed assets, net and Advances for vessels under construction - continued: |
Advances for vessels under construction:
During 2023, the Company entered into five firm shipbuilding contracts with Qingdao Shipyard Co., Ltd. for the construction of five 82,000 dwt Kamsarmax newbuilding vessels. Delivery of these vessels is scheduled progressively from the second quarter of 2026 through the fourth quarter of 2026. During 2025, the Company entered into three novation and amendment agreements with Hengli Shipbuilding (Singapore) Pte. Ltd. and Hengli Shipbuilding (Dalian) Co. Ltd. for the acquisition of three 82,000 dwt Kamsarmax newbuilding vessels that are currently under construction and are scheduled to be delivered within the third quarter of 2026.
The amounts shown in the unaudited consolidated balance sheets are analyzed as follows:
| Balance, December 31, 2025 | $ | 87,277 | |
| - Pre-delivery yard installments and capitalized expenses | 11,481 | ||
| - Capitalized interest and finance costs | 1,241 | ||
| Balance, March 31, 2026 | $ | 99,999 |
As of March 31, 2026, the total aggregate remaining contracted price, including scrubber installation costs, for the eight vessels under construction was $195,556, payable in periodic installments until their expected deliveries from the shipyard which range from the second to the fourth quarter of 2026.
| 7. | Operating leases: |
a) Time charter-in vessel agreements
The carrying value of the assets and liabilities recognized on the balance sheet as of December 31, 2025 and March 31, 2026 in connection with the time charter-in vessel arrangements with an initial term exceeding 12 months (Note 1), amounted to $154,326 and $147,375, respectively, and are included under “Operating leases, right-of-use assets” and “Operating lease liabilities current and non-current” in the unaudited consolidated balance sheets. The weighted average discount rate that was used for the recognition of these leases, which is the estimated annual incremental borrowing rate for this type of asset, at each lease commencement, is approximately 5.4%. The payments required to be made after March 31, 2026, for these outstanding operating lease liabilities, are as follows:
| Twelve month periods ending | Amount | |||
| March 31, 2027 | $ | 34,986 | ||
| March 31, 2028 | 36,008 | |||
| March 31, 2029 | 33,583 | |||
| March 31, 2030 | 29,376 | |||
| March 31, 2031 | 27,853 | |||
| March 31, 2032 and thereafter | 6,958 | |||
| Total undiscounted lease payments | $ | 168,764 | ||
| Discount based on incremental borrowing rate | (21,389 | ) | ||
| Present value of lease liability | $ | 147,375 | ||
| Operating lease liabilities, current | 27,631 | |||
| Operating lease liabilities, non-current | 119,744 | |||
The weighted average remaining lease term of these charter-in vessel arrangements as of March 31, 2026 is 4.9 years. The charter-in hire expenses for the long-term charter-in arrangements for the three-month periods ended March 31, 2025 and 2026, were $9,218 and $9,122, respectively, and are included under “Charter-in hire expenses” in the unaudited interim condensed consolidated income statements.
| F-10 |
STAR BULK CARRIERS CORP.
Notes to Unaudited Interim Condensed Consolidated Financial Statements
March 31, 2026
(Expressed in thousands of U.S. dollars except for share and per share data, unless otherwise stated)
| 7. | Operating leases - continued: |
b) Office rental arrangements
The carrying value of the assets and liabilities recognized on the balance sheet as of December 31, 2025 and March 31, 2026 in connection with the office rental arrangements, amounted to $2,732 and $2,460, respectively, and are included under “Operating leases, right-of-use assets” and “Operating lease liabilities current and non-current” in the unaudited consolidated balance sheets. The weighted average discount rate that was used for the recognition of these leases, which is the estimated annual incremental borrowing rate for this type of assets, at each lease commencement, is approximately 5.2%. The office rental payments required to be made after March 31, 2026, for these outstanding operating lease liabilities, are as follows:
| Twelve month periods ending | Amount | |||
| March 31, 2027 | $ | 1,164 | ||
| March 31, 2028 | 727 | |||
| March 31, 2029 | 583 | |||
| March 31, 2030 | 150 | |||
| March 31, 2031 | 36 | |||
| Total undiscounted lease payments | $ | 2,660 | ||
| Discount based on incremental borrowing rate | (200 | ) | ||
| Present value of lease liability | $ | 2,460 | ||
| Operating lease liabilities, current | 1,070 | |||
| Operating lease liabilities, non-current | 1,390 | |||
The weighted average remaining lease term of these office rental arrangements as of March 31, 2026 is 2.8 years. The lease expenses for these office rental arrangements for the three-month periods ended March 31, 2025 and 2026 were $416 and $386, respectively, and are included under “General and administrative expenses” in the unaudited interim condensed consolidated income statements.
| F-11 |
STAR BULK CARRIERS CORP.
Notes to Unaudited Interim Condensed Consolidated Financial Statements
March 31, 2026
(Expressed in thousands of U.S. dollars except for share and per share data, unless otherwise stated)
| 8. | Lease financings: |
Details of the Company’s lease financings are discussed in Note 8 of the Company’s consolidated financial statements for the year ended December 31, 2025, included in the 2025 Annual Report.
The Company’s lease financings bear interest at SOFR plus a margin. The corresponding interest expense of the Company’s bareboat lease financing activities is included within “Interest and finance costs” in the unaudited interim condensed consolidated income statements (Note 9).
The principal payments required to be made after March 31, 2026, for the outstanding finance lease obligations recognized on the balance sheet, as of that date, are as follows:
| Twelve month periods ending | Amount | |||
| March 31, 2027 | $ | 2,731 | ||
| March 31, 2028 | 2,731 | |||
| March 31, 2029 | 4,725 | |||
| March 31, 2030 | 1,364 | |||
| March 31, 2031 | 341 | |||
| Total bareboat lease minimum payments | $ | 11,892 | ||
| Unamortized lease issuance costs | (10 | ) | ||
| Total bareboat lease minimum payments, net | $ | 11,882 | ||
| Lease financing short term | 2,731 | |||
| Lease financing long term, net of unamortized lease issuance costs | 9,151 | |||
| 9. | Long-term bank loans & Revolving Facilities: |
Details of the Company’s credit facilities are discussed in Note 9 of the Company’s consolidated financial statements for the year ended December 31, 2025, included in the 2025 Annual Report and supplemented by the new loan activities described below.
i) NBG $80,000 Facility:
On March 27, 2026, the Company entered into a loan agreement with National Bank of Greece S.A. (“NBG”), for a loan amount of up to $80,000 (the “NBG $80,000 Facility”) which was drawn on March 30, 2026. The proceeds were used to refinance the outstanding balance under the then-existing NBG $151,085 Facility, as discussed below, and for general business purposes. The NBG $80,000 Facility is repayable in 16 equal consecutive quarterly installments of $3,700 and a balloon payment of $20,800, due in June 2030 along with the last installment and is secured by first priority mortgages on the vessels Star Nasia, Star Renee, Star Markella, Star Moira, Star Helena, Star Maria, Star Angelina, Star Gwyneth, Kymopolia, Star Despoina, Star Piera, Star Marianne, Star Nina and Pendulum.
ii) NBG Revolving Facility:
As of March 31, 2026, the available amount under the NBG Revolving Facility was reduced from $65,000 to $60,000. Each drawn amount under the NBG Revolving Facility will be secured by first priority mortgages on the vessels Star Pauline, Star Borneo, Star Marilena, Star Bueno, Star Angie, Star Kamila and Star Sophia.
| F-12 |
STAR BULK CARRIERS CORP.
Notes to Unaudited Interim Condensed Consolidated Financial Statements
March 31, 2026
(Expressed in thousands of U.S. dollars except for share and per share data, unless otherwise stated)
| 9. | Long-term bank loans & Revolving Facilities - continued: |
Repayments
In addition to the scheduled repayments during the three-month period ended March 31, 2026, the Company prepaid the following amounts: i) $6,650 in connection with the sale of the vessel Star Stonington under the ESUN $100,000 Facility, ii) $46,264 corresponding to the total outstanding loan amount under the Citi $100,000 Facility, iii) $7,631 in connection with the sale of the vessel Star Scarlett under the ABN $67,897 Facility, iv) $16,600 corresponding to the total outstanding loan amount under the Credit Agricole $62,000 Facility, v) $49,917 corresponding to the total outstanding loan amount under the NBG $151,085 Facility, as discussed above and vi) $30,000 under the NBG Revolving Facility.
As of December 31, 2025, and March 31, 2026, the Company was required to maintain minimum liquidity, not legally restricted, of $68,000 and $67,500, respectively, which is included within “Cash and cash equivalents” in the unaudited consolidated balance sheets. In addition, as of December 31, 2025, and March 31, 2026, the Company was required to maintain a minimum liquidity, legally restricted (including the cash collateral required under certain of the Company’s FFAs, as described in Note 14), of $13,423 and $12,390, respectively.
As of March 31, 2026, the Company was in compliance with the applicable financial and other covenants contained in its bank loan agreements and lease financings (Note 8), which are described in Note 9 of the Company’s consolidated financial statements for the year ended December 31, 2025, included in the 2025 Annual Report.
The principal payments required to be made after March 31, 2026, for the outstanding bank debt as of that date, are as follows:
| Twelve month periods ending | Amount | |||
| March 31, 2027 | $ | 170,674 | ||
| March 31, 2028 | 249,093 | |||
| March 31, 2029 | 219,044 | |||
| March 31, 2030 | 184,374 | |||
| March 31, 2031 | 102,011 | |||
| March 31, 2032 and thereafter | 14,147 | |||
| Total Long-term bank loans & Revolving facilities | $ | 939,343 | ||
| Unamortized loan issuance costs | (4,893 | ) | ||
| Total Long-term bank loans & Revolving facilities, net | $ | 934,450 | ||
| Current portion of Long-term bank loans & Revolving facilities | 170,674 | |||
Long-term bank loans & Revolving facilities, net of current portion and unamortized loan issuance costs | 763,776 | |||
All of the Company’s bank loans bear interest at SOFR plus a margin. The weighted average interest rate (including the margin) related to the Company’s debt including lease financings (Note 8), for the three-month periods ended March 31, 2025 and 2026 was 5.90% and 5.30%, respectively.
| F-13 |
STAR BULK CARRIERS CORP.
Notes to Unaudited Interim Condensed Consolidated Financial Statements
March 31, 2026
(Expressed in thousands of U.S. dollars except for share and per share data, unless otherwise stated)
| 9. | Long-term bank loans & Revolving Facilities - continued: |
The amounts of “Interest and finance costs” included in the unaudited interim condensed consolidated income statements are analyzed as follows:
| Three months ended December 31, | ||||||||
| 2025 | 2026 | |||||||
| Interest on financing agreements | $ | 18,988 | $ | 13,302 | ||||
| Less: Interest capitalized | (366 | ) | (1,241 | ) | ||||
| Reclassification adjustments of interest rate swap loss/(gain) transferred to Interest and finance costs from Other Comprehensive Loss (Note 14) | (551 | ) | (184 | ) | ||||
| Amortization of debt (loan & lease) issuance costs | 824 | 729 | ||||||
| Other bank and finance charges | 380 | 287 | ||||||
| Interest and finance costs | $ | 19,275 | $ | 12,893 | ||||
During the three-month period ended March 31, 2026, in connection with the loan prepayments described above, the Company wrote off an amount of $83 of unamortized debt issuance costs and incurred prepayment fees of $24, which are included under “Gain/(Loss) on debt extinguishment, net” in the unaudited interim condensed consolidated income statement for the corresponding period.
During the three-month period ended March 31, 2025, the Company wrote off an amount of $822 of unamortized debt issuance costs, which are included along with prepayment fees of $14 under “Gain/(Loss) on debt extinguishment, net” in the unaudited interim condensed consolidated income statement for the corresponding period.
| 10. | Preferred and Common Shares and Additional Paid-in Capital: |
Details of the Company’s preferred shares and common shares are discussed in Note 10 of the Company’s consolidated financial statements for the year ended December 31, 2025, included in the 2025 Annual Report.
During the three months ended March 31, 2026, under the 2025 Share Repurchase Program, as described in the 2025 Annual Report, the Company repurchased 1,894,357 common shares at an average price of $20.00 per share for an aggregate consideration of $37,887. All repurchased shares under the 2025 Share Repurchase Program were cancelled and removed from the Company’s share capital as of March 31, 2026.
Pursuant to its dividend policy, during the three-month period ended March 31, 2026, the Company declared and paid a cash dividend of $41,374 or $0.37 per common share.
| F-14 |
STAR BULK CARRIERS CORP.
Notes to Unaudited Interim Condensed Consolidated Financial Statements
March 31, 2026
(Expressed in thousands of U.S. dollars except for share and per share data, unless otherwise stated)
| 11. | Earnings per Share: |
The computation of basic earnings per share is based on the weighted average number of common shares outstanding for the three-month periods ended March 31, 2025 and 2026. The calculation of basic earnings per share does not consider the non-vested shares as outstanding until the time-based vesting restriction has lapsed. Diluted earnings per share gives effect to stock awards and restricted stock units using the treasury stock method, unless the impact is anti-dilutive.
The Company calculates basic and diluted earnings per share as follows:
| Three months ended March 31, | |||||||
| 2025 | 2026 | ||||||
| Income : | |||||||
| Net income | $ | 462 | $ | 58,532 | |||
| Basic earnings per share: | |||||||
| Weighted average common shares outstanding, basic | 117,210,036 | 111,309,335 | |||||
| Basic earnings per share | $ | 0.00 | $ | 0.53 | |||
| Effect of dilutive securities: | |||||||
| Dilutive effect of non vested shares | 221,399 | 501,022 | |||||
| Weighted average common shares outstanding, diluted | 117,431,435 | 111,810,357 | |||||
| Diluted earnings per share | $ | 0.00 | $ | 0.52 | |||
| 12. | Equity Incentive Plans: |
Details of the Company’s equity incentive plans and share awards granted through December 31, 2025, are discussed in Note 12 of the Company’s consolidated financial statements for the year ended December 31, 2025, included in the 2025 Annual Report.
The share-based compensation cost for the three-month periods ended March 31, 2025 and 2026, which is included under “General and administrative expenses” in the unaudited interim condensed consolidated income statements, amounted to $1,619 and $1,870, respectively.
A summary of the status of the Company’s non-vested restricted shares as of March 31, 2026 and the movement during the three-month period ended March 31, 2026 is presented below.
| Number of shares | Weighted Average Grant Date Fair Value per share |
||||||
| Unvested as at January 1, 2026 | 655,050 | $ | 16.38 | ||||
| Granted | — | — | |||||
| Vested | — | — | |||||
| Unvested as at March 31, 2026 | 655,050 | $ | 16.38 | ||||
As of March 31, 2026, the estimated compensation cost relating to non-vested restricted share awards not yet recognized is $2,572 and is expected to be recognized over the weighted average period of 1.36 years. During the three-month period ended March 31, 2026, the Company paid $242 for dividends to shareholders of non-vested shares.
| 13. | Commitments and Contingencies: |
| a) | Commitments: |
The following tables set forth inflows and outflows related to the Company’s charter party arrangements and other commitments, as at March 31, 2026.
| F-15 |
STAR BULK CARRIERS CORP.
Notes to Unaudited Interim Condensed Consolidated Financial Statements
March 31, 2026
(Expressed in thousands of U.S. dollars except for share and per share data, unless otherwise stated)
Charter party arrangements:
| Twelve month periods ending March 31, | |||||||||||||||||||||||
| + inflows/ - outflows | Total | 2027 | 2028 | 2029 | 2030 | 2031 and thereafter | |||||||||||||||||
| Future, minimum, non-cancellable charter revenues (1) | $ | 174,158 | $ | 157,324 | $ | 16,834 | $ | — | $ | — | $ | — | |||||||||||
| Total | $ | 174,158 | $ | 157,324 | $ | 16,834 | $ | — | $ | — | $ | — | |||||||||||
____________________
| (1) | The amounts represent the minimum contractual charter revenues to be generated from the existing, as of March 31, 2026, non-cancellable time charter agreements, until their expiration, net of address commission, assuming no off-hire days, other than those related to scheduled interim and special surveys of the vessels. Future inflows also include revenues deriving from index linked charter agreements using i) the index rates at the commencement date of each agreement, in compliance with ASC 842, and do not reflect relevant index charter rate information prevailing as of March 31, 2026 and ii) the remaining minimum duration of each non-cancellable time charter agreement. |
Other commitments:
| Twelve month periods ending March 31, | |||||||||||||||||||||||
| + inflows/ - outflows | Total | 2027 | 2028 | 2029 | 2030 | 2031 and thereafter | |||||||||||||||||
| Vessel BWTS upgrades and ESD (1) | 9,526 | 9,526 | — | — | — | — | |||||||||||||||||
| Total | $ | 9,526 | $ | 9,526 | $ | — | $ | — | $ | — | $ | — | |||||||||||
____________________
| (1) | The amounts represent the Company’s commitments as of March 31, 2026 for installation of BWTS upgrades and ESD on its vessels to comply with environmental regulations. |
The Company has outstanding commitments under vessel construction contracts as of March 31, 2026, as described in Note 6 “Vessels and other fixed assets, net and Advances for vessels under construction”.
| F-16 |
STAR BULK CARRIERS CORP.
Notes to Unaudited Interim Condensed Consolidated Financial Statements
March 31, 2026
(Expressed in thousands of U.S. dollars except for share and per share data, unless otherwise stated)
| 13. | Commitments and Contingencies - continued: |
| b) | Legal proceedings |
Various claims, suits, and complaints, including those involving government regulations and product liability, arise in the ordinary course of the shipping business. In addition, losses may arise from disputes with charterers, agents, insurance and other claims with suppliers relating to the operations of the Company’s vessels. The Company accrues for the cost of environmental liabilities when management becomes aware that a liability is probable and is able to reasonably estimate the probable exposure.
The Company is involved in non-material legal proceedings and may become involved in other legal matters arising in the ordinary course of its business, principally personal injury and property casualty claims. Generally, we expect that such claims would be covered by insurance, subject to customary deductibles.
Certain routine non-material commercial claims have been asserted against the Company, or by the Company against charterers, that relate to contractual disputes with certain of our charterers. The nature of these disputes involves disagreements over losses claimed by charterers, or by the Company, during or as a result of the performance of certain charters, including, but not limited to, delays in the performance of the charters and off-hire during the charters. The related legal proceedings are at various stages of resolution.
Currently, other than as disclosed above, management is not aware of, and has not accrued for, any such claims or contingent liabilities requiring disclosure in the consolidated financial statements.
In accordance with U.S. GAAP, the Company accrues for contingent liabilities when it is probable that such a liability has been incurred and the amount of loss can be reasonably estimated. The Company evaluates its outstanding legal proceedings to assess its contingent liabilities and adjusts such liabilities, as appropriate, based on management’s best judgment after consultation with counsel. There is no assurance that the Company’s contingent liabilities will not need to be adjusted in the future.
| F-17 |
STAR BULK CARRIERS CORP.
Notes to Unaudited Interim Condensed Consolidated Financial Statements
March 31, 2026
(Expressed in thousands of U.S. dollars except for share and per share data, unless otherwise stated)
| 14. | Fair value measurements and Hedging: |
Fair value on a recurring basis:
Interest rate swaps
As of March 31, 2026, the Company had no interest rate swaps in place.
In previous years, the Company entered into various interest rate swaps to convert a portion of its debt from floating to fixed rate, which either early terminated or expired. Until March 31, 2025, all of the Company’s interest rate swaps were designated and qualified as cash flow hedges and the effective portion of the unrealized gains/losses was recorded in “Other Comprehensive income/(loss)”.
In connection with the amortization of the previously recognized amounts under the “Other comprehensive income/(loss)”, an amount of $184 is included under “Gain/(Loss) on derivative financial instruments, net” in the unaudited interim condensed consolidated income statement for the three-months ended March 31, 2026.
Forward Freight Agreements (“FFAs”) and Bunker Swaps
| Three months ended March 31, | ||||||||
| 2025 | 2026 | |||||||
| Consolidated Income Statement | ||||||||
| Gain/(Loss) on derivative financial instruments, net | ||||||||
| Realized gain/(loss) of de-designated accounting hedging relationship of interest rate swaps | 52 | — | ||||||
| Unrealized gain/(loss) of de-designated accounting hedging relationship of interest rate swaps | — | 184 | ||||||
| Total Gain/(loss) recognized | $ | 52 | $ | 184 | ||||
| Interest and finance costs | ||||||||
| Reclassification adjustments of interest rate swap (loss)/gain transferred to Interest and finance costs from Other comprehensive income/(loss) (Note 9) | 551 | 184 | ||||||
| Total Gain/(loss) recognized | $ | 551 | $ | 184 | ||||
| Gain/(Loss) on FFAs and bunker swaps, net | ||||||||
| Realized gain/(loss) on FFAs | 132 | (47 | ) | |||||
| Realized gain/(loss) on bunker swaps | 714 | 261 | ||||||
| Unrealized gain/(loss) on FFAs | 598 | (3,250 | ) | |||||
| Unrealized gain/(loss) on bunker swaps | 1,486 | 145 | ||||||
| Total Gain/(loss) recognized | $ | 2,930 | $ | (2,891 | ) | |||
The amount of Gain/(Loss) on FFAs and bunker swaps, net and on interest rate swaps recognized in the unaudited interim condensed consolidated income statements, is analyzed in the table above.
| F-18 |
STAR BULK CARRIERS CORP.
Notes to Unaudited Interim Condensed Consolidated Financial Statements
March 31, 2026
(Expressed in thousands of U.S. dollars except for share and per share data, unless otherwise stated)
| 14. | Fair value measurements and Hedging - continued: |
Fair value on a recurring basis - continued:
| Quoted Prices in Active Markets for Identical Assets or Liabilities (Level 1) | |||||||||||||||||
| December 31, 2025 | March 31, 2026 | ||||||||||||||||
| Balance Sheet Location | (not designated as cash flow hedges) | (designated as cash flow hedges) | (not designated as cash flow hedges) | (designated as cash flow hedges) | |||||||||||||
| ASSETS | |||||||||||||||||
| FFAs - current | Derivatives, current asset portion | $ | 617 | $ | — | $ | 145 | $ | — | ||||||||
| Total | $ | 617 | $ | — | $ | 145 | $ | — | |||||||||
| LIABILITIES | |||||||||||||||||
| FFAs - current | Derivatives, current liability portion | $ | — | $ | — | $ | 2,633 | $ | — | ||||||||
| Total | $ | — | $ | — | $ | 2,633 | $ | — | |||||||||
The table above summarizes the valuation of the Company’s open positions as at December 31, 2025 and March 31, 2026, based on Level 1 quoted market prices in active markets.
Certain of the Company’s derivative financial instruments discussed above require the Company to periodically post additional collateral depending on the level of any open position under such financial instruments, which as of December 31, 2025 and March 31, 2026 amounted to $540 and $4,269 respectively, and are included within “Restricted cash, current” in the unaudited consolidated balance sheets.
Investment in debt security:
Details of the Company’s investment in debt securities are discussed in Note 19 of the Company’s consolidated financial statements for the year ended December 31, 2025, included in the 2025 Annual Report.
The amortized cost and fair value of AFS debt securities, based on their quoted prices in active market (Level 1), as at December 31, 2025 and March 31, 2026, are summarized as follows:
| December 31, 2025 | |||||||||||||
| Balance Sheet Location | Amortized Cost | Unrealized gain/(loss) | Fair value | ||||||||||
| AFS Debt Securities | Other current assets | $ | 1,408 | $ | 109 | $ | 1,517 | ||||||
| $ | 1,408 | $ | 109 | $ | 1,517 | ||||||||
| March 31, 2026 | |||||||||||||
| Balance Sheet Location | Amortized Cost | Unrealized gain/(loss) | Fair value | ||||||||||
| AFS Debt Securities | Other current assets | $ | 1,517 | $ | (61 | ) | $ | 1,456 | |||||
| $ | 1,517 | $ | (61 | ) | $ | 1,456 | |||||||
As of March 31, 2026, no allowance for credit losses has been recorded on the AFS debt securities, consistent with the Company’s assessment that the securities is investment-grade and show no indication of credit impairment. Interest income is accrued using the effective interest method and reported under Interest income and other income/(loss).
The Company’s financial instruments that may expose it to credit risk include cash balances, trade receivables, and derivative contracts. Cash is held with creditworthy financial institutions to minimize risk. Exposure related to derivative contracts is managed by primarily transacting through reputable clearing houses, including European Energy Exchange (“EEX”), Singapore Exchange (“SGX”) and Intercontinental Exchange (“ICE”), and by limiting over-the-counter exposure. The Company also monitors the creditworthiness of financial institutions and performs ongoing evaluations of customers’ financial condition to manage receivable risk.
| F-19 |
STAR BULK CARRIERS CORP.
Notes to Unaudited Interim Condensed Consolidated Financial Statements
March 31, 2026
(Expressed in thousands of U.S. dollars except for share and per share data, unless otherwise stated)
The carrying values of temporary cash investments, restricted cash, accounts receivable and accounts payable approximate their fair value due to the short-term nature of these financial instruments. The fair value of long-term bank loans and financing under bareboat leases (Level 2), bearing interest at variable interest rates, approximates their recorded values as of March 31, 2026, due to the variable interest rate nature thereof.
| 15. | Other operational gain: |
During the three-month period ended March 31, 2025, the Company recorded a gain of $12,037 which primarily includes: (a) insurance proceeds of $2,298 pursuant to a war risk insurance policy in connection with the prolonged detainment of one of the Company’s vessels in Ukraine in 2022; (b) the extinguishment of a $4,066 liability related to a supplier that the Company no longer expected to require settlement; and (c) the reversal of previously accrued expenses totaling $5,200, following the Company’s determination that no further invoices would be received to settle these accruals. During the three-month period ended March 31, 2026, the Company recorded a gain of $711 under “Other Operational Gain” in the unaudited interim condensed consolidated income statement. This gain primarily includes: (a) $194 from the sale of equity in Interchart (Note 4) and (b) $501 derived from various insurance proceeds.
| 16. | Voyage revenues: |
The following table shows the voyage revenues earned from time charters, voyage charters and pool agreements for the three-month periods ended March 31, 2025 and 2026, as presented in the unaudited interim condensed consolidated income statements:
| Three months ended March 31, | |||||||
| 2025 | 2026 | ||||||
| Time charters | $ | 147,861 | $ | 180,256 | |||
| Voyage charters | 80,883 | 100,896 | |||||
| Pool revenues | 1,906 | — | |||||
| $ | 230,650 | $ | 281,152 | ||||
As of March 31, 2026, trade accounts receivable from voyage charter agreements decreased to $20,223 from $24,512 as of December 31, 2025 and are presented under “Trade accounts receivable, net” in the unaudited consolidated balance sheets. The outstanding balance is mainly affected by the timing of commencement of revenue recognition and from changes in the mix of vessel employment type as of December 31, 2025 and March 31, 2026. No write-off was recorded in periods presented in connection with the voyage charter agreements.
Further, as of March 31, 2026, capitalized contract fulfilment costs which are recorded under “Other current assets” decreased by $1,607 compared to December 31, 2025, to $1,166 from $2,772. The outstanding balance is mainly affected by the timing of commencement of revenue recognition and from changes in the mix of vessel employment type, as discussed above.
Under ASC 606, unearned voyage charter revenue represents the consideration received for undelivered performance obligations. The Company recorded $7,115 as unearned revenue related to voyage charter agreements in progress as of December 31, 2025, which was recognized in earnings in the three-month period ended March 31, 2026, as the performance obligations were satisfied in that period. In addition, the Company recorded $7,058 as unearned revenue related to voyage charter agreements in progress as of March 31, 2026, which is presented under “Deferred revenue” in the unaudited consolidated balance sheets and will be recognized in earnings within one year as the performance obligations will be satisfied.
| F-20 |
STAR BULK CARRIERS CORP.
Notes to Unaudited Interim Condensed Consolidated Financial Statements
March 31, 2026
(Expressed in thousands of U.S. dollars except for share and per share data, unless otherwise stated)
| 16. | Voyage revenues - continued: |
The amount invoiced to charterers in connection with the additional revenue for scrubber-fitted vessels under time-charter contracts (included within “Time charters” in the above table) was $7,794 and $11,536 for the three-month periods ended March 31, 2025 and 2026, respectively, and did not include the fuel cost savings gained from the scrubber-fitted vessels, which were employed under voyage charter agreements.
Demurrage income for the three-month periods ended March 31, 2025 and 2026 amounted to $2,348 and $4,791, respectively, and is included within “Voyage charters” in the above table.
The adjustment to the Company’s revenues from the vessels operating in the CCL Pool, deriving from the allocated pool result for those vessels as determined in accordance with the agreed-upon formula, for the three-month periods ended March 31, 2025 and 2026 was $1,906 and $nil, respectively, and is included within “Pool revenues” in the table above.
As discussed in Note 1, during the three-month periods ended March 31, 2025 and 2026, respectively, the Company chartered-in a number of third-party vessels, to increase its operating capacity in order to satisfy its clients’ needs. Revenues generated from those charter-in vessels during the three-month periods ended March 31, 2025 and 2026, amounted to $20,126 and $17,049, respectively, and are included in “Voyage revenues” in the unaudited interim condensed consolidated income statements, out of which $8,549 and $10,799, respectively, constitute sublease income deriving from time charter agreements.
| 17. | Segment Reporting: |
The Company reports financial information and evaluates its operations on a consolidated fleet basis, primarily based on total Voyage revenues and consolidated profitability, and not by vessel type, length of vessel employment, or type of charter. Accordingly, the Company has determined that it operates in one operating and reportable segment, which is the ownership and operation of dry-bulk vessels.
The Company’s Chief Executive Officer is the Chief Operating Decision Maker (“CODM”). The CODM evaluates performance and allocates resources based on consolidated net income, which represents the Company’s measure of segment profit or loss.
In assessing performance, the CODM reviews Voyage expenses, Charter-in hire expenses, Vessel operating expenses, General and administrative expenses, Management fees, and Interest and finance costs, each as presented in the consolidated financial statements. In addition, the CODM reviews segment assets as these reported on the unaudited consolidated balance sheets as “Total Assets”.
Other segment items represent amounts included in consolidated net income that are not part of the significant expense categories reviewed by the CODM and primarily consist of gains or losses on vessel sales, impairment charges, other operational gain or loss and Loss on forward freight agreements and bunker swaps, net.
Substantially all revenues are generated from Time charters, Voyage charters and Pool revenues (Note 16). Because the Company operates in one reportable segment, segment revenues equal consolidated revenues.
When the Company charters a vessel to a charterer, the charterer is free to trade the vessel worldwide, subject to restrictions as per the charter agreement, and, as a result, the disclosure of geographic information is impracticable.
| F-21 |
STAR BULK CARRIERS CORP.
Notes to Unaudited Interim Condensed Consolidated Financial Statements
March 31, 2026
(Expressed in thousands of U.S. dollars except for share and per share data, unless otherwise stated)
| 18. | Subsequent Events: |
| a) | In April 2026, the Company received credit committee approval from Taipei Fubon Commercial Bank Co., Ltd for a loan amount of up to $80,000 (the “Fubon $80,000 Facility”), to finance currently unlevered vessels, which is expected to be drawn in the second quarter of 2026. The Fubon $80,000 Facility will mature seven years after the drawdown and will be secured by first-priority mortgages on two vessels. |
| b) | On April 20, 2026, the Company signed an amendment for the Nordea $50,000 Facility which provides for a lower margin and an extension of the final repayment date from July 2028 to January 2031. |
| c) | On April 21, 2026, and on May 13, 2026, respectively, the vessels Star Scarlett and Star Mariella were delivered to their new owners (Note 6). |
| d) | On April 28, 2026, the Company prepaid the total outstanding amount of $48,799 under the CEXIM $106,470 Facility. |
| e) | On May 20, 2026, the Company’s Board of Directors declared a quarterly cash dividend of $0.50 per share, payable on or about June 22, 2026 to all shareholders of record as of June 12, 2026. |
| f) | In May 2026, the Company exercised the option to extend the availability period of the ABN Revolving Facility until May 2027. |
F-22
Exhibit 99.2
STAR BULK CARRIERS CORP. REPORTS NET PROFIT OF $58.5 MILLION
FOR THE FIRST QUARTER OF 2026,
AND DECLARES QUARTERLY DIVIDEND OF $0.50 PER SHARE
ATHENS, GREECE, May 20, 2026 – Star Bulk Carriers Corp. (the “Company” or “Star Bulk”) (Nasdaq: SBLK), a global shipping company focusing on the transportation of dry bulk cargoes, today announced its unaudited financial and operating results for the first quarter of 2026. Unless otherwise indicated or unless the context requires otherwise, all references in this press release to “we,” “us,” “our,” or similar references, mean Star Bulk Carriers Corp. and, where applicable, its consolidated subsidiaries.
Financial Highlights
| (Expressed in thousands of U.S. dollars, except for daily rates and per share data) |
||
| First quarter 2026 | First quarter 2025 | |
| Voyage Revenues | $281,152 | $230,650 |
| Net income | $58,532 | $462 |
| Adjusted Net income / (loss) (1) | $63,032 | ($7,738) |
| Net cash provided by operating activities | $112,386 | $48,508 |
| EBITDA (2) | $109,738 | $57,992 |
| Adjusted EBITDA (2) | $114,339 | $48,970 |
| Earnings per share basic | $0.53 | $0.00 |
| Earnings per share diluted | $0.52 | $0.00 |
| Adjusted earnings / (loss) per share basic (1) | $0.57 | ($0.07) |
| Adjusted earnings / (loss) per share diluted (1) | $0.56 | ($0.07) |
| Dividend per share for the relevant period | $0.50 | $0.05 |
| Average Number of Vessels | 135.4 | 150.7 |
| TCE Revenues (3) | $214,125 | $159,278 |
| Daily Time Charter Equivalent Rate ("TCE") (3) | $18,493 | $12,439 |
| Daily OPEX per vessel (4) | $5,071 | $5,008 |
| Daily OPEX per vessel (as adjusted) (4) | $5,045 | $4,898 |
| Daily Net Cash G&A expenses per vessel (5) | $1,375 | $1,319 |
| (1) | Adjusted Net income / (loss), Adjusted earnings / (loss) per share basic and diluted are non-GAAP measures. Please see EXHIBIT I at the end of this release for a reconciliation to Net income and earnings per share basic and diluted, which are the most directly comparable financial measures calculated and presented in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”), as well as for the definition of each measure. |
| (2) | EBITDA and Adjusted EBITDA are non-GAAP liquidity measures. Please see EXHIBIT I at the end of this release for a reconciliation of EBITDA and Adjusted EBITDA to Net Cash Provided by / (Used in) Operating Activities, which is the most directly comparable financial measure calculated and presented in accordance with U.S. GAAP, as well as for the definition of each measure. To derive Adjusted EBITDA from EBITDA, we exclude certain non-cash gains / (losses). |
| (3) | Daily Time Charter Equivalent (“TCE”) Rate and TCE Revenues are non-GAAP measures. Please see EXHIBIT I at the end of this release for a reconciliation to Voyage Revenues, which is the most directly comparable financial measure calculated and presented in accordance with U.S. GAAP. The definition of each measure is provided in footnote (7) to the Summary of Selected Data table below. |
| (4) | Daily OPEX per vessel is calculated by dividing vessel operating expenses by Ownership days (defined below). Daily OPEX per vessel (as adjusted) is calculated by dividing vessel operating expenses excluding pre-delivery expenses for each vessel on acquisition or change of management, if any, by Ownership days. In future periods, we may incur expenses that are the same as or similar to those previously excluded (as described above). |
| (5) | Daily Net Cash G&A expenses per vessel is calculated by (1) adding the Management fee expense to the General and Administrative expenses, net of share-based compensation expense and other non-cash charges and (2) then dividing the result by the sum of Ownership days and Charter-in days (defined below). Please see EXHIBIT I at the end of this release for a reconciliation to General and administrative expenses, which is the most directly comparable financial measure calculated and presented in accordance with U.S. GAAP. |
Petros Pappas, Chief Executive Officer of Star Bulk, commented:
“The dry bulk market opened 2026 with counterseasonal strength across all vessel segments, and Star Bulk was well positioned to capture it. We generated Net Income of $58.5 million, EBITDA of $109.7 million, and TCE of $18,493 per vessel per day—a result that reflects both the quality of the market and the operating platform we have built.
Our investment proposition to shareholders is straightforward: we believe Star Bulk converts dry bulk freight rates into cash returns more efficiently than any listed peer. Under the full payout dividend policy we adopted last quarter, the Board has approved a dividend of $0.50 per share, distributing our entire operating cash flow after capex and debt service. Combined with one of the lowest cost structures in the sector — daily OPEX of $5,071 and net cash G&A of $1,375 per vessel in Q1 — we aim for every dollar of rate improvement to flow through to shareholders. Since 2021, we will have returned over $2.05 billion through dividends and buybacks.
This quarter also marks the beginning of our newbuilding delivery cycle, with our latest generation high specification Kamsarmax vessels joining the fleet. These arrivals, alongside our continued disposal of older tonnage, are steadily reshaping the fleet towards greater efficiency and lower emissions, reinforcing our competitive edge for the years ahead.
Looking ahead, the supply-demand fundamentals that supported Q1 remain firmly in place, and we are optimistic about the remainder of the year. Under the current FFA curve, we are targeting to return more than $3 per share to our shareholders this year. With significant operating leverage across a diverse fleet of 141 vessels on a fully delivered basis, a full payout capital allocation policy, and one of the strongest balance sheets in the industry, we believe that Star Bulk is the most direct way for investors to access the dry bulk market. We remain committed to being the go-to dry bulk investment vehicle and to continue creating value for our shareholders.”
Recent Developments
Declaration of Dividend
On May 20, 2026, our Board of Directors declared a quarterly cash dividend of $0.50 per share, payable on or about June 22, 2026 to all shareholders of record as of June 12, 2026.
Fleet Update
Vessels’ S&P
The sales of the vessels Star Scarlett and Star Mariella, as previously announced, were completed on April 21 and May 13, 2026, respectively. In connection with these sales and deliveries, we collected approximately $46.4 million.
Newbuilding Vessel Program Update
As of March 31, 2026, we have paid a total amount of $92.3 million in pre-delivery installments related to the eight newbuilding vessels under construction and have a total amount of $195.5 million remaining capital expenditures related to these vessels. Based on the current delivery schedule of the vessels, we expect to take delivery of two vessels by the end of May 2026, three vessels in the third quarter of 2026 and three vessels in the fourth quarter of 2026.
Financing
In March 2026, we signed the NBG $80.0 million Facility, as previously announced, and an amount of $80.0 million was drawn on March 30, 2026, which was used to refinance the then-existing NBG $151.1 million Facility and prepay the $49.9 million loan outstanding thereunder. The NBG $80.0 million Facility will mature four years after the drawdown and will be secured by first-priority mortgages on 14 vessels.
In April 2026, we prepaid the total outstanding amount of $48.8 million under the CEXIM $106.5 million Facility. We also signed an amendment for the Nordea $50.0 million Facility which provides for a lower margin and an extension of the final repayment date from July 2028 to January 2031.
Furthermore, in April 2026 we received credit committee approval from Taipei Fubon Commercial Bank Co., Ltd for a loan amount of up to $80.0 million (the “Fubon $80.0 million Facility”), which is expected to be drawn in the second quarter of 2026. The Fubon $80.0 million Facility will mature seven years after the drawdown and will be secured by first-priority mortgages on two vessels.
Moreover, we are in discussions with ABN to extend the availability period of the ABN Revolving Facility until May 2027.
Upon the completion of the aforementioned refinancings and prepayments, we will have 29 unencumbered vessels.
Vessel Employment Overview
Our TCE rate per day1 per main vessel category was as follows:
| First quarter 2026 |
|||
| Capesize / Newcastlemax Vessels: | $ | 26,627 | |
| Post Panamax / Kamsarmax / Panamax Vessels: | $ | 15,849 | |
| Ultramax / Supramax Vessels: | $ | 16,050 | |
Amounts shown throughout the press release and variations in period–over–period comparisons are derived from the actual unaudited numbers in our books and records. Reference to per share figures below are based on 111,810,357 and 117,431,435 weighted average diluted shares for the first quarter of 2026 and 2025, respectively.
First Quarter 2026 and 2025 Results
For the first quarter of 2026, we had net income of $58.5 million, or $0.52 earnings per share, compared to net income for the first quarter of 2025 of $0.5 million, or $0.00 earnings per share. Adjusted Net income, which excludes certain non-cash items, was $63.0 million, or $0.56 earnings per share, for the first quarter of 2026, compared to an Adjusted Net loss of $7.7 million, or $0.07 loss per share for the first quarter of 2025.
Adjusted EBITDA, which excludes certain non-cash items, was $114.3 million for the first quarter of 2026, compared to $49.0 million for the first quarter of 2025.
Net cash provided by operating activities for the first quarter of 2026 was $112.4 million, compared to $48.5 million for the first quarter of 2025.
Voyage revenues increased to $281.2 million for the first quarter of 2026, from $230.7 million for the first quarter of 2025, despite the decrease in the average number of vessels in our fleet to 135.4 from 150.7, primarily due to the higher charter rates prevailing during the recent period, as also reflected in the increase in the TCE rate1 to $18,493 for the first quarter of 2026, compared to $12,439 for the first quarter of 2025.
TCE revenues1 for the first quarters of 2026 and 2025 were $214.1 million and $159.3 million, respectively. In addition to higher charter rates mentioned above, the increase in TCE revenues was attributable to a lesser extent to lower charter-in hire expenses in the first quarter of 2026 compared to the first quarter of 2025, as discussed below.
Charter-in hire expenses for the first quarter of 2026 decreased to $14.5 million, compared with $15.9 million in the first quarter of 2025. This decrease was primarily attributable to a decrease in charter-in days to 947 in the first quarter of 2026 from 1,072 in the corresponding period in 2025, which was partially offset by the increase in weighted average charter-in hire rates.
Vessel operating expenses for the first quarters of 2026 and 2025 amounted to $61.8 million and $67.9 million, respectively. The decrease in our operating expenses was primarily driven by the decrease in the average number of vessels in our fleet. Daily operating expenses per vessel, excluding pre-delivery expenses due to change of management, amounted to $5,045 for the first quarter of 2026 compared to $4,898 for the corresponding period of 2025.
Dry docking expenses for the first quarter of 2026 were $19.6 million, compared to $24.7 million for the corresponding period in 2025. During the first quarter of 2026, 10 vessels completed their scheduled periodic dry docking surveys, including 3 dry dockings that commenced in the fourth quarter of 2025. During the first quarter of 2025, 14 vessels completed their scheduled periodic dry docking surveys. The decrease in dry docking expenses, apart from the lower number of vessels that underwent and completed dry docking surveys in the recent quarter, reflects the timing differences in the commencement and completion of dry dockings across quarters.
General and administrative expenses for the first quarters of 2026 and 2025 were $14.5 million and $15.3 million, respectively, which included share-based compensation of $1.9 million and $1.6 million, respectively. Vessel management fees in the first quarter of 2026 amounted to $5.5 million compared to $5.6 million for the corresponding period in 2025. Our daily net cash general and administrative expenses per vessel (including management fees and excluding share-based compensation and other non-cash charges) for the first quarter of 2026 amounted to $1,375 compared to $1,319 for the corresponding period of 2025. The increase in the daily figures was primarily attributable to a) the higher EUR/USD exchange rate prevailing during the recent quarter ($1.170 average EUR/USD rate in the first quarter of 2026 versus $1.052 average EUR/USD rate in the first quarter of 2025) and b) the fact that we had 15 fewer vessels on average during the first quarter of 2026 versus the first quarter of 2025.
Depreciation expense decreased to $39.6 million for the first quarter of 2026 compared to $43.0 million for the corresponding period in 2025. The decrease is driven by the decrease in the average number of vessels in our fleet, as discussed above.
1 Please see the table at the end of this release for the calculation of the Daily TCE Rate and TCE Revenues and the reconciliation to Voyage Revenues.
During the first quarter of 2026, we recognized a net loss on forward freight agreements (“FFAs”) and bunker swaps of $2.9 million, consisting of an unrealized loss of $3.1 million and a realized gain of $0.2 million. During the first quarter of 2025, we recognized a gain on FFAs and bunker swaps of $2.9 million, consisting of an unrealized gain of $2.1 million and a realized gain of $0.8 million.
Other operational gain for the first quarter of 2026 amounted to $0.7 million and primarily relates to various insurance claims. Other operational gain for the first quarter of 2025 amounted to $12.0 million, mainly consisting of $2.3 million in insurance proceeds pursuant to a war risk insurance policy in connection with the prolonged detainment of one of our vessels in Ukraine in 2022 and $9.3 million related to the write-off of previously recorded accruals and liabilities that were no longer expected to require settlement.
Interest and finance costs for the first quarters of 2026 and 2025 were $12.9 million and $19.3 million, respectively. The decrease was primarily driven by a reduction in loan interest expense resulting from significantly lower weighted average outstanding indebtedness and reduced weighted average interest rates during the first quarter of 2026.
Interest income and other income/(loss) for the first quarters of 2026 and 2025 amounted to $1.2 million and $4.7 million, respectively. The decrease primarily reflects a foreign exchange loss of $1.8 million incurred during the recent quarter, compared to a foreign exchange gain of $0.9 million incurred during the first quarter of 2025, along with decreased interest income earned during the first quarter of 2026 compared to the corresponding period in 2025.
Unaudited Consolidated Income Statements
| (Expressed in thousands of U.S. dollars except for share and per share data) | First quarter 2026 | First quarter 2025 | ||||||
| Revenues: | ||||||||
| Voyage revenues | $ | 281,152 | $ | 230,650 | ||||
| Total revenues | 281,152 | 230,650 | ||||||
| Expenses: | ||||||||
| Voyage expenses | (52,762 | ) | (56,318 | ) | ||||
| Charter-in hire expenses | (14,479 | ) | (15,900 | ) | ||||
| Vessel operating expenses | (61,786 | ) | (67,942 | ) | ||||
| Dry docking expenses | (19,593 | ) | (24,677 | ) | ||||
| Depreciation | (39,578 | ) | (42,954 | ) | ||||
| Management fees | (5,451 | ) | (5,600 | ) | ||||
| General and administrative expenses | (14,481 | ) | (15,261 | ) | ||||
| Gain/(Loss) on FFAs and bunker swaps, net | (2,891 | ) | 2,930 | |||||
| Other operational loss | (873 | ) | (1,156 | ) | ||||
| Other operational gain | 711 | 12,037 | ||||||
| Gain/(Loss) on sale of vessels | 172 | (740 | ) | |||||
| Operating income | 70,141 | 15,069 | ||||||
| Interest and finance costs | (12,893 | ) | (19,275 | ) | ||||
| Interest income and other income/(loss) | 1,188 | 4,712 | ||||||
| Gain/(Loss) on derivative financial instruments, net | 184 | 52 | ||||||
| Gain/(Loss) on debt extinguishment, net | (107 | ) | (65 | ) | ||||
| Total other expenses, net | (11,628 | ) | (14,576 | ) | ||||
| Income before equity in income/(loss) of investee | $ | 58,513 | $ | 493 | ||||
| Equity in income/(loss) of investee | 19 | (31 | ) | |||||
| Net income | $ | 58,532 | $ | 462 | ||||
| Earnings per share, basic | $ | 0.53 | $ | 0.00 | ||||
| Earnings per share, diluted | $ | 0.52 | $ | 0.00 | ||||
| Weighted average number of shares outstanding, basic | 111,309,335 | 117,210,036 | ||||||
| Weighted average number of shares outstanding, diluted | 111,810,357 | 117,431,435 | ||||||
Unaudited Consolidated Condensed Balance Sheet Data
| (Expressed in thousands of U.S. dollars) | ||||||
| ASSETS | March 31, 2026 | December 31, 2025 | ||||
| Cash and cash equivalents and restricted cash, current | $ | 407,817 | 500,319 | |||
| Other current assets (including investment in debt security of $1,456 and $1,517, respectively) | 186,387 | 183,026 | ||||
| TOTAL CURRENT ASSETS | 594,204 | 683,345 | ||||
| Advances for vessels under construction | 99,999 | 87,277 | ||||
| Vessels and other fixed assets, net | 2,822,365 | 2,874,947 | ||||
| Restricted cash, non current | 1,615 | 1,615 | ||||
| Other non-current assets | 150,614 | 158,201 | ||||
| TOTAL ASSETS | $ | 3,668,797 | $ | 3,805,385 | ||
| Current portion of long-term bank loans, revolving facilities and lease financing | 173,405 | 228,868 | ||||
| Other current liabilities | 170,510 | 154,809 | ||||
| TOTAL CURRENT LIABILITIES | 343,915 | 383,677 | ||||
| Long-term bank loans, revolving facilities and lease financing non-current (net of unamortized deferred finance fees of $4,903 and $5,338, respectively) | 772,927 | 843,360 | ||||
| Other non-current liabilities | 121,796 | 129,085 | ||||
| TOTAL LIABILITIES | $ | 1,238,638 | $ | 1,356,122 | ||
| SHAREHOLDERS' EQUITY | 2,430,159 | 2,449,263 | ||||
| TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $ | 3,668,797 | $ | 3,805,385 | ||
Unaudited Consolidated Condensed Cash Flow Data
| (Expressed in thousands of U.S. dollars) | Three months ended March 31, 2026 | Three months ended March 31, 2025 | ||||||
| Net cash provided by / (used in) operating activities | $ | 112,386 | $ | 48,508 | ||||
| Acquisition of other fixed assets | (430 | ) | (95 | ) | ||||
| Capital expenditures for acquisitions/vessel modifications/upgrades and advances for vessels under construction | (19,530 | ) | (7,226 | ) | ||||
| Cash proceeds from vessel sales | 19,792 | 8,351 | ||||||
| Proceeds from sale of equity on investee | 600 | — | ||||||
| Hull and machinery insurance proceeds | 705 | 8,391 | ||||||
| Net cash provided by / (used in) investing activities | 1,137 | 9,421 | ||||||
| Proceeds from new debt | 80,000 | 228,000 | ||||||
| Scheduled debt repayment | (49,267 | ) | (52,415 | ) | ||||
| Debt prepayment due to refinancing and vessel sales | (157,062 | ) | (207,008 | ) | ||||
| Financing and debt extinguishment fees paid | (435 | ) | (578 | ) | ||||
| Repurchase of common shares | (37,887 | ) | (19,553 | ) | ||||
| Dividends paid | (41,374 | ) | (10,412 | ) | ||||
| Net cash provided by / (used in) financing activities | (206,025 | ) | (61,966 | ) | ||||
Summary of Selected Data
| First quarter 2026 | First quarter 2025 | ||||||
| Average number of vessels (1) | 135.4 | 150.7 | |||||
| Number of vessels (2) | 135 | 150 | |||||
| Average age of operational fleet (in years) (3) | 12.9 | 12.3 | |||||
| Ownership days (4) | 12,183 | 13,566 | |||||
| Available days (5) | 11,579 | 12,805 | |||||
| Charter-in days (6) | 947 | 1,072 | |||||
| Daily Time Charter Equivalent Rate (7) | $ | 18,493 | $ | 12,439 | |||
| Daily OPEX per vessel (8) | $ | 5,071 | $ | 5,008 | |||
| Daily OPEX per vessel (as adjusted) (8) | $ | 5,045 | $ | 4,898 | |||
| Daily Net Cash G&A expenses per vessel (9) | $ | 1,375 | $ | 1,319 |
(1) Average number of vessels is the number of vessels that constituted our owned fleet for the relevant period, as measured by the sum of the number of days each operating vessel was a part of our owned fleet during the period divided by the number of calendar days in that period.
(2) As of the last day of each period presented.
(3) Average age of our operational fleet is calculated as of the end of each period.
(4) Ownership days are the total calendar days each vessel in the fleet was owned by us for the relevant period, including vessels subject to sale and leaseback transactions and finance leases.
(5) Available days are the Ownership days after subtracting off-hire days for major repairs, dry docking or special or intermediate surveys, change of management and vessels’ improvements and upgrades. Our method of computing Available Days may not necessarily be comparable to Available Days of other companies.
(6) Charter-in days are the total days that we charter-in third party vessels.
(7) Time charter equivalent (“TCE”) rate represents the weighted average daily TCE rates of our operating fleet (including owned fleet and charter-in vessels). TCE rate is a measure of the average daily net revenue performance of our operating fleet. Our method of calculating TCE rate is determined by dividing (a) TCE Revenues, which consists of Voyage Revenues net of voyage expenses, charter-in hire expenses, amortization of fair value of above/below market acquired time charter agreements, if any, as well as adjusted for the impact of realized gain/(loss) on FFAs and bunker swaps by (b) Available days for the relevant time period. Available days do not include the Charter-in days as per the relevant definitions provided above. Voyage expenses primarily consist of port, canal and fuel costs that are unique to a particular voyage, which would otherwise be paid by the charterer under a time charter contract, as well as commissions. In the calculation of TCE Revenues, we also include the realized gain/(loss) on FFAs and bunker swaps as we believe that this method better reflects the chartering result of our fleet and is more comparable to the method used by some of our peers. TCE Revenues and TCE rate, which are non-GAAP measures, provide additional meaningful information in conjunction with Voyage Revenues, the most directly comparable GAAP measure, because they assist our management in making decisions regarding the deployment and use of our vessels and because we believe that they provide useful information to investors regarding our financial performance. TCE rate is a standard shipping industry performance measure used primarily to compare period-to-period changes in a shipping company’s performance despite changes in the mix of charter types (i.e., voyage charters, time charters, bareboat charters and pool arrangements) under which its vessels may be employed between the periods. Our method of computing TCE Revenues and TCE rate may not necessarily be comparable to those of other companies. For a detailed calculation, please see EXHIBIT I at the end of this release with the reconciliation of Voyage Revenues to TCE rate.
(8) We exclude certain expenses that may occur occasionally from our Daily OPEX per vessel, as these are not expected to arise as part of our normal operations on a regular basis. We believe that Daily OPEX per vessel (as adjusted) is a useful measure for our management and investors for period to period comparison of our operating cost performance, as it eliminates the impact of expenses, which may vary from period to period, are not part of our daily business and are unrelated to overall operating performance. In future periods, we may incur expenses that are the same as or similar to those previously excluded. Vessel operating expenses for the first quarter of 2026 included pre-delivery expenses due to change of management of $0.3 million, compared to $1.5 million of pre-delivery expenses incurred in the first quarter of 2025 due to change of management.
(9) Please see EXHIBIT I at the end of this release for the reconciliation to General and administrative expenses, the most directly comparable GAAP measure. We believe that Daily Net Cash G&A expenses per vessel is a useful measure for our management and investors for period to period comparison of our financial performance, as such measure eliminates the effects of non-cash items which may vary from period to period, are not part of our daily business and are unrelated to overall operating performance. In future periods, we may incur expenses that are the same as or similar to those previously excluded.
EXHIBIT I: Non-GAAP Financial Measures
EBITDA and Adjusted EBITDA Reconciliation
We include EBITDA (earnings before interest, taxes, depreciation and amortization) herein since it is a basis upon which we assess our liquidity position, and we believe that it presents useful information to investors regarding our ability to service and/or incur indebtedness.
To derive Adjusted EBITDA from EBITDA, we exclude non-cash gains/(losses) such as those related to sale of assets, share-based compensation, impairment loss, loss from bad debt, unrealized gain/(loss) on FFAs and bunker swaps, net, equity in income/(loss) of investee, write-off of accruals and current liabilities and other non-cash charges, if any, as such items do not reflect the operational cash inflows and outflows of our fleet and may vary between periods and across companies.
EBITDA and Adjusted EBITDA do not represent and should not be considered as alternatives to cash flow from operating activities or Net income, as determined by United States generally accepted accounting principles, or U.S. GAAP. Our method of computing EBITDA and Adjusted EBITDA may not necessarily be comparable to similarly titled measures used by other companies.
The following table reconciles Net cash provided by/(used in) operating activities to EBITDA and Adjusted EBITDA:
| (Expressed in thousands of U.S. dollars) | First quarter 2026 | First quarter 2025 | ||||||
| Net cash provided by/(used in) operating activities | $ | 112,386 | $ | 48,508 | ||||
| Net decrease/(increase) in operating assets | 4,946 | (7,189 | ) | |||||
| Net increase/(decrease) in operating liabilities, excluding operating lease liabilities and including other non-cash charges | (14,238 | ) | (6,147 | ) | ||||
| Gain/(Loss) on debt extinguishment, net | (107 | ) | (65 | ) | ||||
| Share – based compensation | (1,870 | ) | (1,619 | ) | ||||
| Amortization of debt (loans & leases) issuance costs | (729 | ) | (824 | ) | ||||
| Unrealized gain/(loss) on FFAs and bunker swaps, net | (3,105 | ) | 2,084 | |||||
| Unrealized gain/ (loss) on derivative financial instruments & Reclassification of OCI related to IRS | 184 | — | ||||||
| Total other expenses, net | 11,628 | 14,576 | ||||||
| Write-off of accruals and current liabilities | — | 9,266 | ||||||
| Gain/(Loss) on sale of vessels | 172 | (740 | ) | |||||
| Gain from Hull & Machinery claim | 258 | 173 | ||||||
| (Gain) / Loss on sale of equity in investee | 194 | — | ||||||
| Equity in income/(loss) of investee | 19 | (31 | ) | |||||
| EBITDA | $ | 109,738 | $ | 57,992 | ||||
| Equity in (income)/loss of investee | (19 | ) | 31 | |||||
| Unrealized (gain)/loss on FFAs and bunker swaps, net | 3,105 | (2,084 | ) | |||||
| (Gain)/Loss on sale of vessels | (172 | ) | 740 | |||||
| Gain / (Loss) on sale of equity in investee | (194 | ) | — | |||||
| Write-off of accruals and current liabilities | — | (9,266 | ) | |||||
| Share-based compensation | 1,870 | 1,619 | ||||||
| Other non-cash charges | 11 | (62 | ) | |||||
| Adjusted EBITDA | $ | 114,339 | $ | 48,970 | ||||
Net Income and Adjusted Net Income Reconciliation and Calculation of Adjusted Earnings Per Share
To derive Adjusted Net income and Adjusted earnings per share from Net income, we exclude non-cash items, as provided in the table below. We believe that Adjusted Net income and Adjusted earnings per share assist our management and investors by increasing the comparability of our performance from period to period since each such measure eliminates the effects of non-cash items, such as share-based compensation, gain/(loss) on sale of assets and debt extinguishment, unrealized gain/(loss) on derivatives, impairment loss, loss from bad debt, write-off of accruals and current liabilities, equity in income / (loss) of investee and other non-cash charges, if any, which may vary from period to period and are unrelated to overall operating performance. In addition, we believe that the presentation of these measures provides investors with supplemental data relating to our results of operations, and therefore, with a more complete understanding of the factors affecting our business than with GAAP measures alone. Our method of computing Adjusted Net income and Adjusted earnings per share may not necessarily be comparable to similarly titled measures used by other companies. In future periods, we may incur expenses that are the same as or similar to those previously excluded, as described above.
| (Expressed in thousands of U.S. dollars except for share and per share data) | First quarter 2026 | First quarter 2025 | ||||||
| Net income | $ | 58,532 | $ | 462 | ||||
| Share – based compensation | 1,870 | 1,619 | ||||||
| Other non-cash charges | 11 | (62 | ) | |||||
| Unrealized (gain) / loss on FFAs and bunker swaps, net | 3,105 | (2,084 | ) | |||||
| (Gain) / Loss on sale of equity in investee | (194 | ) | — | |||||
| Unrealized (Gain) / Loss on derivative financial instruments & Reclassification of OCI related to IRS | (184 | ) | — | |||||
| (Gain) / Loss on sale of vessels | (172 | ) | 740 | |||||
| Write-off of accruals and current liabilities | — | (9,266 | ) | |||||
| (Gain) / Loss on debt extinguishment, net (non-cash) | 83 | 822 | ||||||
| Equity in (income) / loss of investee | (19 | ) | 31 | |||||
| Adjusted Net income / (loss) | $ | 63,032 | $ | (7,738 | ) | |||
| Weighted average number of shares outstanding, basic | 111,309,335 | 117,210,036 | ||||||
| Weighted average number of shares outstanding, diluted | 111,810,357 | 117,431,435 | ||||||
| Adjusted earnings / (loss) per share basic | $ | 0.57 | $ | (0.07 | ) | |||
| Adjusted earnings / (loss) per share diluted | $ | 0.56 | $ | (0.07 | ) | |||
Voyage Revenues to Daily TCE Reconciliation
| (In thousands of U.S. Dollars, except for TCE rates) | First quarter 2026 | First quarter 2025 | ||||||
| Voyage revenues | $ | 281,152 | $ | 230,650 | ||||
| Less: | ||||||||
| Voyage expenses | (52,762 | ) | (56,318 | ) | ||||
| Charter-in hire expenses | (14,479 | ) | (15,900 | ) | ||||
| Realized gain/(loss) on FFAs/bunker swaps, net | 214 | 846 | ||||||
| TCE Revenues | $ | 214,125 | $ | 159,278 | ||||
| Available days | 11,579 | 12,805 | ||||||
| Daily TCE Rate | $ | 18,493 | $ | 12,439 | ||||
Daily Net Cash G&A expenses per vessel Reconciliation
| (In thousands of U.S. Dollars, except for daily rates) | First quarter 2026 | First quarter 2025 | ||||||
| General and administrative expenses | $ | 14,481 | $ | 15,261 | ||||
| Plus: | ||||||||
| Management fees | 5,451 | 5,600 | ||||||
| Less: | ||||||||
| Share – based compensation | (1,870 | ) | (1,619 | ) | ||||
| Other non-cash charges | (11 | ) | 62 | |||||
| Net Cash G&A expenses | $ | 18,051 | $ | 19,304 | ||||
| Ownership days | 12,183 | 13,566 | ||||||
| Charter-in days | 947 | 1,072 | ||||||
| Daily Net Cash G&A expenses per vessel | $ | 1,375 | $ | 1,319 | ||||
Conference Call details:
Our management team will host a conference call to discuss our financial results on Thursday, May 21, 2026, at 11:00 a.m. Eastern Time (ET).
Participants should dial into the call 10 minutes before the scheduled time using the following numbers: +1 877 405 1226 (US Toll-Free Dial In) or +1 201 689 7823 (US and Standard International Dial In), or +0 800 756 3429 (UK Toll Free Dial In). Please quote “Star Bulk Carriers” to the operator and/or conference ID 13760499. Click here for additional participant International Toll-Free access numbers.
Alternatively, participants can register for the call using the call me option for a faster connection to join the conference call. You can enter your phone number and let the system call you right away. Click here for the call me option.
Slides and audio webcast:
There will also be a live, and then archived, webcast of the conference call and accompanying slides, available through the Company’s website. To listen to the archived audio file, visit our website www.starbulk.com and click on Events & Presentations. Participants to the live webcast should register on the website approximately 10 minutes prior to the start of the webcast.
About Star Bulk
Star Bulk is a global shipping company providing worldwide seaborne transportation solutions in the dry bulk sector. Star Bulk’s vessels transport major bulks, which include iron ore, minerals and grain, and minor bulks, which include bauxite, fertilizers and steel products. Star Bulk was incorporated in the Marshall Islands on December 13, 2006 and maintains executive offices in Athens, New York, Stamford and Singapore. Its common stock trades on the Nasdaq Global Select Market under the symbol “SBLK”. As of the date of this release on a fully delivered basis and as adjusted for the delivery of the eight firm Kamsarmax vessels currently under construction, we own a fleet of 141 vessels, with an aggregate capacity of 14.0 million dwt consisting of 17 Newcastlemax, 14 Capesize, 1 Mini Capesize, 7 Post Panamax, 44 Kamsarmax, 47 Ultramax and 11 Supramax vessels with carrying capacities between 55,569 dwt and 209,537 dwt.
In addition, in November 2021, we took delivery of the Capesize vessel Star Shibumi, under a seven-year charter-in arrangement and in 2024, we took delivery of the vessels Star Voyager, Star Explorer, Stargazer, Star Earendel, Star Illusion and Star Thetis, each subject to a seven-year charter-in arrangement.
Forward-Looking Statements
Matters discussed in this press release may constitute forward looking statements. The Private Securities Litigation Reform Act of 1995 provides safe harbor protections for forward-looking statements in order to encourage companies to provide prospective information about their business. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, shareholder return targets and underlying assumptions and other statements, which are other than statements of historical facts.
We desire to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and are including this cautionary statement in connection with this safe harbor legislation. Words such as, but not limited to, “believe,” “expect,” “anticipate,” “estimate,” “intend,” “plan,” “targets,” “projects,” “likely,” “will,” “would,” “could,” “should,” “may,” “forecasts,” “potential,” “continue,” “possible” and similar expressions or phrases may identify forward-looking statements.
The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, examination by our management of historical operating trends, data contained in our records and other data available from third parties. Although we believe that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond our control, we cannot assure you that we will achieve or accomplish these expectations, beliefs or projections.
In addition, other important factors that, in our view, could cause actual results to differ materially from those discussed in the forward-looking statements include general dry bulk shipping market conditions, including fluctuations in charter rates and vessel values; the strength of world economies; the stability of Europe and the Euro; fluctuations in currencies, interest rates and foreign exchange rates; business disruptions due to natural and other disasters or otherwise, such as the impact of any future epidemics; the length and severity of epidemics and pandemics and their impact on the demand for seaborne transportation in the dry bulk sector; changes in supply and demand in the dry bulk shipping industry, including the market for our vessels and the number of newbuildings under construction; the potential for technological innovation in the sector in which we operate and any corresponding reduction in the value of our vessels or the charter income derived therefrom; changes in our expenses, including bunker prices, dry docking, crewing and insurance costs; changes in governmental rules and regulations or actions taken by regulatory authorities; the impact of current and potential additional trade tariffs on global trade and demand for dry bulk shipping; the risk that trade disputes between U.S. and Chinese officials could result in the reimplementation of significant port fees that may impact our fleet; potential liability from pending or future litigation and potential costs due to environmental damage and vessel collisions; the impact of increasing scrutiny and changing expectations from investors, lenders, charterers and other market participants with respect to our Environmental, Social and Governance (“ESG”) practices; our ability to carry out our ESG initiatives and thereby meet our ESG goals and targets; new environmental regulations and restrictions, whether at a global level stipulated by the International Maritime Organization, and/or regional/national imposed by regional authorities such as the European Union or individual countries; potential cyber-attacks which may disrupt our business operations; general domestic and international political conditions or events, including, among others, “trade wars”, the ongoing conflict between Russia and Ukraine, the conflict between Israel and Hamas, the conflict between the United States, Israel and Iran and the attacks in the Strait of Hormuz, the Red Sea and the Gulf of Aden; the impact on our common shares and reputation if our vessels were to call on ports located in countries that are subject to restrictions imposed by the U.S. or other governments; our ability to successfully compete for, enter into and deliver our vessels under time charters or other employment arrangements for our existing vessels after our current charters expire and our ability to earn income in the spot market; potential physical disruption of shipping routes due to accidents, climate-related reasons (acute and chronic), political events, public health threats, international hostilities and armed conflicts, piracy or acts by terrorists; the availability of financing and refinancing; the failure of our contract counterparties to meet their obligations; our ability to meet requirements for additional capital and financing to complete our newbuilding program and grow our business; the impact of our indebtedness and the compliance with the covenants included in our debt agreements; vessel breakdowns and instances of off-hire; potential exposure or loss from investment in derivative instruments; potential conflicts of interest involving our Chief Executive Officer, his family and other members of our senior management; our ability to complete acquisition transactions or secondhand vessel purchases as and when planned and upon the expected terms; and the impact of port or canal congestion or disruptions. Please see our filings with the Securities and Exchange Commission for a more complete discussion of these and other risks and uncertainties. The information set forth herein speaks only as of the date hereof, and the Company disclaims any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this communication.
Contacts
| Company: | Investor Relations / Financial Media: |
| Simos Spyrou, Christos Begleris | Nicolas Bornozis |
| Co - Chief Financial Officers | President |
| Star Bulk Carriers Corp. | Capital Link, Inc. |
| c/o Star Bulk Management Inc. | 230 Park Avenue, Suite 1540 |
| 40 Ag. Konstantinou Av. | New York, NY 10169 |
| Maroussi 15124 | Tel. (212) 661-7566 |
| Athens, Greece | E-mail: [email protected] |
| Email: [email protected] | www.capitallink.com |
| www.starbulk.com |