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 results of the public offering in Greece of new common, registered, voting shares of the Company, par value $0.01 each (the “New Shares”) (“Press Release 1”), which was issued on September 15, 2026.
Attached as Exhibit 99.2 to this Form 6-K is a copy of the press release of the Company announcing the commencement of trading of the New Shares (“Press Release 2”), which was issued on September 15, 2026.
The information contained in Exhibits 99.1 and 99.2 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F-3 (File No. 333-286185) and Registration Statement on Form S-8 (File No. 333-176922), in each case, to the extent not superseded by information subsequently filed or furnished (to the extent we expressly state that we incorporate such furnished information by reference) by the Company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.
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 15, 2026
| STAR BULK CARRIERS CORP. | ||||
| By: | /s/ Simos Spyrou | |||
| Name: | Simos Spyrou | |||
| Title: | Co-Chief Financial Officer | |||
|
Exhibit Number |
Description | ||
| 99.1 | Press Release 1 dated September 15, 2026. | ||
| 99.2 | Press Release 2 dated September 15, 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 was made in the United States or to U.S. persons.
ANNOUNCEMENT REGARDING THE RESULTS OF THE PUBLIC OFFERING IN GREECE OF THE NEW COMMON SHARES OF THE COMPANY “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 (the “Admission”) on the Main Market the Regulated Securities Market of Euronext Athens, announce the following:
On Friday, 11 September 2026, the Company completed the allocation of 4,400,000 new, common, registered, voting shares of the Company (the “New Shares”), of which 4,300,000 allocated through the Public Offering in Greece and 100,000 through 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 (the “Offering Price”) was determined at €24.50 (US$28.27)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 proceeds of the issuance of the New Shares, before the deduction of the estimated expenses of the Public Offering, the Parallel Offering and the Admission for the Company amounts to €107.8 million (US $124.42 million), out of which the amount of €105.4 million (US$121.62 million) was raised through the Public Offering in Greece (namely €24.50 (US$28.27)1 *4,300,000 New Shares) and the amount of €2.5 million (US$2.8 million)2 was raised through the Parallel Offering to a limited group of persons (namely €24.50 (US$28.27)1 *100,000 New Shares).
The total valid demand expressed from investors, at the Offering Price, amounted to 26,788,512 New Shares (namely an amount of €656.3 million (US$757.32 million)), oversubscribing the 4,300,000 New Shares offered through the Public Offering, by over 6 times.
1 The Offering Price has been converted into U.S. dollars based on the Euro/U.S. dollar (EUR/USD) exchange rate as of 15.09.2026 (€1 = 1.1539 USD). (Source: “European Central Bank” at Greek market close).
2 This figure has been converted into USD based on the EUR/USD exchange rate (€1 = 1.1539 USD) as of 15.09.2026 (Source: European Central Bank at Greek market close).
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.
The total 4,300,000 New Shares offered through the Public Offering in Greece, were allocated based on the valid demand, expressed at the Offering Price, as follows:
| ● | 1,743,504 New Shares (41% of the totality of the Public Offering) to Retail Investors, out of a total number of 10,618,424 New Shares for which valid demand was expressed by this specific category of investors, and | |
| ● | 2,556,496 New Shares (59% of the totality of the Public Offering) to Qualifying Investors, out of a total number of 16,070,088 New Shares for which valid demand was expressed by this specific category of investors. |
The two legal entities (already shareholders) controlled by members of the family of the Company’s CEO Mr. Pappas, who, in accordance with their initial intent, expressed a total demand for 248,000 New Shares, which was satisfied by 60%, meaning they were allocated 148,800 New Shares due to increased interest from institutional and retail investors and the significant oversubscription. Therefore, excluding the 148,800 New Shares corresponding to the allocation of the family of Mr. Pappas, 2,407,696 New Shares were allocated to Qualifying Investors, out of total number of 15,822,088 New Shares, for which valid demand was expressed by this specific category of investors.
According to the placing agreement, the Joint Coordinators and Bookrunners, the Lead Underwriters, and the Underwriters have not undertaken any obligation to subscribe for the shares. In addition, it is noted that the Joint Coordinators and Bookrunners, the Lead Underwriters, and the Underwriters have not submitted subscription applications in the Public Offering for their own account, with the exception of the “Optima bank S.A.”, which submitted an application for 400,000 New Shares on its own account and was allocated 52,000 New Shares.
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 were offered and sold to non-U.S. persons outside the United States in offshore transactions in reliance on Regulation S under the Securities Act.
Athens, Tuesday 15 September 2026
STAR BULK CARRIERS CORP.
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.
Exhibit 99.2
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 was made in the United States or to U.S. persons.
THE BOARD OF DIRECTORS OF
“STAR BULK CARRIERS CORP.” (the “Company”)
EXPRESSES ITS GRATITUDE
to the investors for their response expressed to the recent public offering in Greece of new, common, registered, voting shares (the “New Shares”) of the Company for the parallel listing of all common shares issued and outstanding by the Company, including the New Shares (the “Common Shares”), on the Main Market of the Regulated Securities Market of Euronext Athens (the “Admission”).
In addition, we also extend our gratitude for their services to,
the Lead Advisor
the Co- Advisor
the Joint coordinators and the Bookrunners
the Lead Underwriters
and the Underwriters
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.
the Law Firm “POTAMITISVEKRIS” and the auditing firm “Deloitte Certified Public Accountants S.A.”, which acted on behalf of the Joint Coordinators and Bookrunners, the Lead Advisor and Co-Advisor.
The total proceeds for the Company, prior to the deduction of public offering and listing expenses, amount to €107.8 mil. ($124.41mil.) (an amount of approximately €105.4 mil. ($121.61 mil.) raised through the Public Offering in Greece and an amount of approximately €2.5 mil. ($2.81 mil.) through the Parallel Offering to a limited group of persons in accordance with the Decision No. 4/379/18.04.2006 of the Board of Directors of the Hellenic Capital Market Commission).
After deducting the estimated offering and listing expenses borne by the Company, amounting to €7.4 mil. ($8.5 mil.), the total net proceeds amount to €100.4 mil. ($115.91 mil.). These funds will be allocated by the Company, in accordance with section 3 «REASONS FOR THE OFFER, USE OF PROCEEDS AND EXPENSES OF THE ISSUE/OFFER of the Prospectus dated 04.09.2026, as follows: (a) an amount of €57.02 mil. ($65.8 mil.) will be used to finance the remaining of the €94.92 million ($109.5 mil.) investment plan relating to the three vessels currently under construction and (b) the remaining amount, up to €43.4 million ($50.11mil.) will be used to finance new investments relating to the acquisition of newbuild and/or second-hand vessels by the Issuer’s subsidiaries. The use of the net proceeds referred to under (a) above is expected to be completed within 2026, while the use of the net proceeds referred to under (b) above is expected to be completed within twenty-four (24) months from the commencement of trading of the Common Shares on Euronext Athens. Pending final consummation of the net proceeds, as set forth above, the Company may elect to use proceeds, in accordance with applicable law, to engage in customary treasury, and cash management operations in the ordinary course of business or make temporary investments in cash equivalents, time deposits, commercial paper, government securities or other highly rated instruments.
Information to the investors about the use of the net proceeds raised will be made available through the websites of Euronext Athens and the Company.
The Company further informs that Euronext Athens on 15.09.2026, approved the listing to trading of all the Company’s Common Shares on the Main Market of the Regulated Securities Market of Euronext Athens. The Company’s Common Shares are held in dematerialized form and will be registered in the Share and the Securities Account in the Dematerialised Securities System, as provided by each beneficiary in the context of its participation in the Public Offering and the Parallel Offering to a limited group of persons. The registration of the Common Shares in the Securities Accounts of the beneficiaries in the Dematerialized Securities System of Euronext Securities Athens has been completed on Tuesday, 15.09.2026.
1 This figure has been converted into USD based on the EUR/USD exchange rate (€1 = 1.1539 USD) as of 15.09.2026 (Source: European Central Bank at Greek market close).
2 This figure has been converted into EUR based on the EUR/USD exchange rate (€1 = 1.1539 USD) as of 15.09.2026 (Source: European Central Bank at Greek market close).
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.
ON WEDNESDAY, 16 SEPTEMBER 2026 COMMENCES THE TRADING OF THE TOTAL OF 116,071,386 COMMON SHARES OF THE COMPANY TO THE MAIN MARKET OF THE REGULATED SECURITIES MARKET OF EURONEXT ATHENS
|
The ticker symbol of the Common Shares on Euronext Athens is “SBLK”. The opening price on Euronext Athens will be equal to the closing price of the Common Shares on Nasdaq Global Select Market on 15.09.2026, converted from USD into EUR based on EUR/USD reference exchange rate published by the European Central Bank on 15.09.2026. An announcement regarding the opening price of the Common Shares on Euronext Athens will be published on Euronext Athens’ website and Company’s website on Wednesday 16 September 2026 prior to the opening of Euronext Athens.
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 were offered and sold to non-U.S. persons outside the United States in offshore transactions in reliance on Regulation S under the Securities Act.
Athens, Tuesday 15 September 2026
STAR BULK CARRIERS CORP
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.