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 September 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 copy of the press release of Star Bulk Carriers Corp. (the “Company”) relating to the offering price of the new common, registered, voting shares of the Company, par value $0.01 each (the “New Shares”) to be issued by the Company in the equity offering in Greece (the “Press Release”), which was issued on September 11, 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F-3 (File No. 333-286185) and Registration Statement on Form S-8 (File No. 333-176922), in each case, to the extent not superseded by information subsequently filed or furnished (to the extent we expressly state that we incorporate such furnished information by reference) by the Company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 December 31, 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: September 11, 2026
| STAR BULK CARRIERS CORP. | ||||
| By: | /s/ Simos Spyrou | |||
| Name: | Simos Spyrou | |||
| Title: | Co-Chief Financial Officer | |||
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Exhibit Number |
Description | ||
| 99.1 | Press Release dated September 11, 2026. | ||
Exhibit 99.1
IMPORTANT NOTICE – DISCLAIMER
Not for release or distribution or publication in whole or in part, directly or indirectly, in or into Australia, Canada, Japan or the Republic of South Africa. These materials do not contain or constitute an offer for sale or the solicitation of an offer to purchase securities in the United States, Australia, Canada, Japan or the Republic of South Africa.
The securities mentioned herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States or to U.S. persons absent such registration, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. No offering of securities is being made in the United States or to U.S. persons.
ANNOUNCEMENT TO THE INVESTING PUBLIC REGARDING THE OFFERING PRICE OF THE NEW, COMMON, REGISTERED, VOTING SHARES OF “STAR BULK CARRIERS CORP.”
“AXIA Ventures Group Ltd”, member of the Alpha Bank Group, acting as Lead Advisor and Joint Coordinator and Bookrunner and “National Bank of Greece S.A.”, acting as Co-Advisor and Joint Coordinator and Bookrunner, in connection with the Public Offering in Greece and the admission to parallel listing of all common, registered, voting shares of “Star Bulk Carriers Corp.” (the “Company”), for trading on the Main Market the Regulated Securities Market of Euronext Athens, following the completion of the Public Offering on Friday, 11 September 2026, hereby announce, in accordance with article 17(2) and article 21(2) of Regulation (EU) 2017/1129, that a total of 4,400,000 new, common, registered, voting shares of the Company were allocated (the “New Shares”), including the shares of the parallel offering to a limited group of persons, in accordance with decision no. 4/379/18.04.2006 of the Board of Directors of the Hellenic Capital Market Commission.
The final offering price of the Company’s New Shares was determined at €24.50 (US$ 28.40)(1) per New Share and is the same for all investors, Qualified and Retail, who participated in the Public Offering and the Parallel Offering.
The total valid demand expressed in the context of the Public Offering amounted to 26,788,512 shares, at the final offering price of €24.50 (US$ 28.40)(1) per New Share, i.e. a total value of €656.3 million, resulting in the Public Offering being oversubscribed by over 6 times.
Detailed information regarding the allocation of the New Shares offered through the Public Offering by investor category will be announced on Tuesday, 15 September 2026.
The New Shares have not been, and will not be, registered under the U.S. federal securities laws or the securities laws of any other jurisdiction, and the New Shares may not be offered or sold in the United States or to U.S. persons unless an exemption from the registration requirements of the Securities Act is available. The New Shares are being offered and sold to non-U.S. persons outside the United States in offshore transactions in reliance on Regulation S under the Securities Act.
_______________________
(1) The Offering Price has been converted into U.S. dollars based on the Euro/U.S. dollar (EUR/USD) exchange rate as of 11.09.2026 (€1 = 1.1592 USD). (Source: “European Central Bank” at Greek market close).
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Not for release or distribution or publication in whole or in part, directly or indirectly, in or into Australia, Canada, Japan or the Republic of South Africa.
Friday, 11 September 2026
Important Notice – Disclaimer
This announcement includes “forward-looking statements,” with respect to 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 depend on many factors, some or all of which are not predictable or within our control. Important factors that, in our view, could cause actual results to differ materially from those discussed in the forward-looking statements include, but are not limited to, market conditions, disruptions to the mechanics required to operate cross-border trading, disruptions to trading on Euronext Athens, and other technical impediments to the commencement of trading. All future written and verbal forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. We undertake no obligation, and specifically decline any obligation, except as required by law, to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
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