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 November 2025
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 September 30, 2025 and for the nine-month periods ended September 30, 2024 and 2025.
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- and nine-month periods ended September 30, 2025, which was issued on November 18, 2025.
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F-3 (File No. 333-286185) and Registration Statement on Form S-8 (File No. 333-176922), in each case to the extent not superseded by information subsequently filed or furnished (to the extent we expressly state that we incorporate such furnished information by reference) by the Company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,” “will,” “would,” “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:
| ● | the possibility that the expected synergies and value creation from the Eagle Merger (as defined below) will not be realized, or will not be realized within the expected time period; |
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| ● | the possibility that additional unexpected costs or difficulties related to the integration of the Company and Eagle’s operations will be greater than expected; |
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| ● | general dry bulk shipping market conditions, including fluctuations in charter rates and vessel values; |
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| ● | the strength of world economies; |
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| ● | the stability of Europe and the Euro; |
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| ● | fluctuations in currencies, interest rates and foreign exchange rates; |
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| ● | business disruptions due to natural and other disasters or otherwise, such as the impact of any future epidemics; |
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| ● | the length and severity of epidemics and pandemics and their impact on the demand for seaborne transportation in the dry bulk sector; |
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| ● | 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; |
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| ● | 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; |
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| ● | changes in our expenses, including bunker prices, dry docking, crewing and insurance costs; |
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| ● | changes in governmental rules and regulations or actions taken by regulatory authorities; |
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| ● | the impact of current and potential additional trade tariffs on global trade and demand for dry bulk shipping; |
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| ● | 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; |
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| ● | potential liability from pending or future litigation and potential costs due to environmental damage and vessel collisions; |
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| ● | 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; |
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| ● | our ability to carry out our ESG initiatives and thereby meet our ESG goals and targets; |
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| ● | 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<br> or individual countries; |
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| ● | potential cyber-attacks which may disrupt our business operations; |
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| ● | general domestic and international political conditions or events, including “trade wars,” the ongoing conflict between Russia and Ukraine, the conflict between Israel and Hamas and related conflicts in the<br> Middle East and the Houthi attacks in the Red Sea and the Gulf of Aden; |
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| ● | 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; |
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| ● | 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<br> earn income in the spot market; |
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| ● | potential physical disruption of shipping routes due to accidents, climate-related reasons (acute and chronic), political events, public health threats, international hostilities and instability, piracy or acts<br> by terrorists; |
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| ● | the availability of financing and refinancing; |
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| ● | the failure of our contract counterparties to meet their obligations; |
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| ● | our ability to meet requirements for additional capital and financing to complete our newbuilding program and grow our business; |
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| ● | the impact of our indebtedness and the compliance with the covenants included in our debt agreements; |
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| ● | vessel breakdowns and instances of off-hire; |
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| ● | potential exposure or loss from investment in derivative instruments; |
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| ● | potential conflicts of interest involving our Chief Executive Officer, his family and other members of our senior management; |
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| ● | our ability to complete acquisition transactions as and when planned and upon the expected terms; |
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| ● | the impact of port or canal congestion or disruptions; and |
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| ● | 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”). |
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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 2024, filed with the SEC on March 19, 2025.
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: November 26, 2025
| 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 nine-month periods ended September 30, 2024 and 2025. 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, 2024, which was filed with the U.S. Securities and Exchange Commission (the “Commission”) on March 19, 2025 (the “2024 Annual Report”). Unless otherwise defined herein, capitalized words and expressions used herein shall have the same meanings ascribed to them in the 2024 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.”
Eagle Merger
On April 9, 2024, we completed the merger with Eagle Bulk Shipping Inc. (“Eagle”) in an all-stock transaction (the “Eagle Merger”), which resulted in the issuance of 28,082,319 shares of our common stock. In addition, at the time of the Eagle Merger’s completion, 1,341,584 shares of our common stock were issued in exchange for the 511,840 loaned shares of Eagle common stock (the “Eagle loaned shares”) outstanding in connection with Eagle’s 5.00% Convertible Senior Notes due 2024 (the “Convertible Notes”). Upon the maturity date of the Convertible Notes on August 1, 2024, the issued 1,341,584 shares of our common stock were cancelled upon return and 5,971,284 shares of our common stock were issued for settlement of such Convertible Notes.
Our Fleet
During the nine-month period ended September 30, 2025, we agreed to sell the vessels Star Omicron, Strange Attractor, Bittern, Puffin Bulker, Oriole, Star Canary, Star Petrel, Star Georgia, Star Nighthawk, Star Runner, Star Danai, Star Goal, Star Sandpiper and Star Owl. All of these vessels were delivered to their new owners during the nine-month period ended September 30, 2025, except for the vessels Star Runner and Star Sandpiper, which were delivered in October 2025.
On October 31, 2025, we 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. The three vessels are scheduled to be delivered within the three-month period ending September 30, 2026 as described in the table under section “Vessels Under Construction”.
On a fully delivered basis, taking into account the delivery of the eight Kamsarmax vessels under construction, as of November 14, 2025, our owned fleet consists of 145 vessels with an aggregate carrying capacity of approximately 14.4 million dwt, 97% of which are fitted with Exhaust Gas Cleaning Systems (“scrubbers”) consisting of Newcastlemax, Capesize, Mini Capesize, Post Panamax, Kamsarmax, Panamax, Ultramax and Supramax vessels.
The following tables present summary information relating to our fleet as of November 14, 2025:
Operating Fleet:
| Date | |||||
|---|---|---|---|---|---|
| Wholly Owned Subsidiaries | Vessel Name | DWT | 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 | ABY Fourteen LLC | Star Scarlett | 175,649 | August 3, 2018 | 2014 |
| 33 | ABM One LLC | Star Eva | 106,659 | August 3, 2018 | 2012 |
| 34 | Nautical Shipping LLC | Amami | 98,681 | July 11, 2014 | 2011 |
| 35 | Majestic Shipping LLC | Madredeus | 98,681 | July 11, 2014 | 2011 |
| 36 | Star Sirius LLC | Star Sirius | 98,681 | March 7, 2014 | 2011 |
| 37 | Star Vega LLC | Star Vega | 98,681 | February 13, 2014 | 2011 |
| 38 | ABY II LLC | Star Aphrodite | 92,006 | August 3, 2018 | 2011 |
| 39 | Augustea Bulk Carrier LLC | Star Piera | 91,951 | August 3, 2018 | 2010 |
| 40 | Augustea Bulk Carrier LLC | Star Despoina | 91,951 | August 3, 2018 | 2010 |
Operating Fleet - Continued:
| Date | |||||
|---|---|---|---|---|---|
| Wholly Owned Subsidiaries | Vessel Name | DWT | Delivered to Star Bulk | Year Built | |
| 41 | Star Nor IV LLC | Star Electra | 83,494 | July 6, 2018 | 2011 |
| 42 | Star Alta I LLC | Star Angelina | 82,981 | December 5, 2014 | 2006 |
| 43 | Star Alta II LLC | Star Gwyneth | 82,790 | December 5, 2014 | 2006 |
| 44 | Star Trident I LLC | Star Kamila | 82,769 | September 3, 2014 | 2005 |
| 45 | Star Nor VI LLC | Star Luna | 82,687 | July 6, 2018 | 2008 |
| 46 | Star Nor V LLC | Star Bianca | 82,672 | July 6, 2018 | 2008 |
| 47 | Grain Shipping LLC | Pendulum | 82,619 | July 11, 2014 | 2006 |
| 48 | Star Trident XIX LLC | Star Maria | 82,598 | November 5, 2014 | 2007 |
| 49 | Star Trident XII LLC | Star Markella | 82,594 | September 29, 2014 | 2007 |
| 50 | ABY Seven LLC | Star Jeannette | 82,566 | August 3, 2018 | 2014 |
| 51 | Star Sun I LLC | Star Elizabeth | 82,403 | May 25, 2021 | 2021 |
| 52 | Star Trident VIII LLC | Star Sophia | 82,269 | October 31, 2014 | 2007 |
| 53 | Star Trident XVI LLC | Star Mariella | 82,266 | September 19, 2014 | 2006 |
| 54 | Star Trident XIV LLC | Star Moira | 82,257 | November 19, 2014 | 2006 |
| 55 | Star Trident XVIII LLC | Star Nina | 82,224 | January 5, 2015 | 2006 |
| 56 | Star Trident X LLC | Star Renee | 82,221 | December 18, 2014 | 2006 |
| 57 | Star Trident II LLC | Star Nasia | 82,220 | August 29, 2014 | 2006 |
| 58 | Star Trident XIII LLC | Star Laura | 82,209 | December 8, 2014 | 2006 |
| 59 | Star Nor VIII LLC | Star Mona | 82,188 | July 6, 2018 | 2012 |
| 60 | Star Trident XVII LLC | Star Helena | 82,187 | December 29, 2014 | 2006 |
| 61 | Star Nor VII LLC | Star Astrid | 82,158 | July 6, 2018 | 2012 |
| 62 | Waterfront Two LLC | Star Alessia | 81,944 | August 3, 2018 | 2017 |
| 63 | Star Nor IX LLC | Star Calypso | 81,918 | July 6, 2018 | 2014 |
| 64 | Star Elpis LLC | Star Suzanna | 81,711 | May 15, 2017 | 2013 |
| 65 | Star Gaia LLC | Star Charis | 81,711 | March 22, 2017 | 2013 |
| 66 | Mineral Shipping LLC | Mercurial Virgo | 81,545 | July 11, 2014 | 2013 |
| 67 | Star Nor X LLC | Stardust | 81,502 | July 6, 2018 | 2011 |
| 68 | Star Nor XI LLC | Star Sky | 81,466 | July 6, 2018 | 2010 |
| 69 | Star Zeus VI LLC | Star Lambada | 81,272 | March 16, 2021 | 2016 |
| 70 | Star Zeus II LLC | Star Carioca | 81,262 | March 16, 2021 | 2015 |
| 71 | Star Zeus I LLC | Star Capoeira | 81,253 | March 16, 2021 | 2015 |
| 72 | Star Zeus VII LLC | Star Macarena | 81,198 | March 6, 2021 | 2016 |
| 73 | ABY III LLC | Star Lydia | 81,187 | August 3, 2018 | 2013 |
| 74 | ABY IV LLC | Star Nicole | 81,120 | August 3, 2018 | 2013 |
| 75 | ABY Three LLC | Star Virginia | 81,061 | August 3, 2018 | 2015 |
| 76 | Star Nor XII LLC | Star Genesis | 80,705 | July 6, 2018 | 2010 |
| 77 | Star Nor XIII LLC | Star Flame | 80,448 | July 6, 2018 | 2011 |
Operating Fleet - Continued:
| Date | |||||
|---|---|---|---|---|---|
| Wholly Owned Subsidiaries | Vessel Name | DWT | Delivered to Star Bulk | Year Built | |
| 78 | Star Trident XX LLC | Star Emily | 76,417 | September 16, 2014 | 2004 |
| 79 | Cape Town Eagle LLC | Star Cape Town | 63,707 | April 9, 2024 | 2015 |
| 80 | Vancouver Eagle LLC | Star Vancouver | 63,670 | April 9, 2024 | 2020 |
| 81 | Oslo Eagle LLC | Star Oslo | 63,655 | April 9, 2024 | 2015 |
| 82 | Rotterdam Eagle LLC | Star Rotterdam | 63,629 | April 9, 2024 | 2017 |
| 83 | Halifax Eagle LLC | Star Halifax | 63,618 | April 9, 2024 | 2020 |
| 84 | Helsinki Eagle LLC | Star Helsinki | 63,605 | April 9, 2024 | 2015 |
| 85 | Gibraltar Eagle LLC | Star Gibraltar | 63,576 | April 9, 2024 | 2015 |
| 86 | Valencia Eagle LLC | Valencia Eagle | 63,556 | April 9, 2024 | 2015 |
| 87 | Dublin Eagle LLC | Star Dublin | 63,550 | April 9, 2024 | 2015 |
| 88 | Santos Eagle LLC | Star Santos | 63,536 | April 9, 2024 | 2015 |
| 89 | Antwerp Eagle LLC | Star Antwerp | 63,530 | April 9, 2024 | 2015 |
| 90 | Sydney Eagle LLC | Star Sydney | 63,523 | April 9, 2024 | 2015 |
| 91 | Copenhagen Eagle LLC | Star Copenhagen | 63,495 | April 9, 2024 | 2015 |
| 92 | Hong Kong Eagle LLC | Hong Kong Eagle | 63,472 | April 9, 2024 | 2016 |
| 93 | Orion Maritime LLC | Idee Fixe | 63,458 | March 25, 2015 | 2015 |
| 94 | Shanghai Eagle LLC | Star Shanghai | 63,438 | April 9, 2024 | 2016 |
| 95 | Primavera Shipping LLC | Roberta | 63,426 | March 31, 2015 | 2015 |
| 96 | Success Maritime LLC | Laura | 63,399 | April 7, 2015 | 2015 |
| 97 | Singapore Eagle LLC | Star Singapore | 63,386 | April 9, 2024 | 2017 |
| 98 | Westport Eagle LLC | Star Westport | 63,344 | April 9, 2024 | 2015 |
| 99 | Hamburg Eagle LLC | Star Hamburg | 63,334 | April 9, 2024 | 2014 |
| 100 | Fairfield Eagle LLC | Star Fairfield | 63,301 | April 9, 2024 | 2013 |
| 101 | Greenwich Eagle LLC | Star Greenwich | 63,301 | April 9, 2024 | 2013 |
| 102 | Groton Eagle LLC | Star Groton | 63,301 | April 9, 2024 | 2013 |
| 103 | Madison Eagle LLC | Madison Eagle | 63,301 | April 9, 2024 | 2013 |
| 104 | Mystic Eagle LLC | Star Mystic | 63,301 | April 9, 2024 | 2013 |
| 105 | Rowayton Eagle LLC | Star Rowayton | 63,301 | April 9, 2024 | 2013 |
| 106 | Southport Eagle LLC | Star Southport | 63,301 | April 9, 2024 | 2013 |
| 107 | Stonington Eagle LLC | Star Stonington | 63,301 | April 9, 2024 | 2012 |
| 108 | Ultra Shipping LLC | Kaley | 63,283 | June 26, 2015 | 2015 |
| 109 | Stockholm Eagle LLC | Star Stockholm | 63,275 | April 9, 2024 | 2016 |
Operating Fleet - Continued:
| Date | |||||
|---|---|---|---|---|---|
| Wholly Owned Subsidiaries | Vessel Name | DWT | Delivered to Star Bulk | Year Built | |
| 110 | Blooming Navigation LLC | Kennadi | 63,262 | January 8, 2016 | 2016 |
| 111 | Jasmine Shipping LLC | Mackenzie | 63,226 | March 2, 2016 | 2016 |
| 112 | New London Eagle LLC | Star New London | 63,140 | April 9, 2024 | 2015 |
| 113 | Star Lida I Shipping LLC | Star Apus | 63,123 | July 16, 2019 | 2014 |
| 114 | Star Zeus IV LLC | Star Subaru | 61,571 | March 16, 2021 | 2015 |
| 115 | Stamford Eagle LLC | Star Stamford | 61,530 | April 9, 2024 | 2016 |
| 116 | Star Nor XV LLC | Star Wave | 61,491 | July 6, 2018 | 2017 |
| 117 | Star Challenger I LLC | Star Challenger (1) | 61,462 | December 12, 2013 | 2012 |
| 118 | Star Challenger II LLC | Star Fighter (1) | 61,455 | December 30, 2013 | 2013 |
| 119 | Star Axe II LLC | Star Lutas | 61,347 | January 6, 2016 | 2016 |
| 120 | Aurelia Shipping LLC | Honey Badger | 61,320 | February 27, 2015 | 2015 |
| 121 | Rainbow Maritime LLC | Wolverine | 61,292 | February 27, 2015 | 2015 |
| 122 | Star Axe I LLC | Star Antares | 61,258 | October 9, 2015 | 2015 |
| 123 | Tokyo Eagle LLC | Star Tokyo | 61,225 | April 9, 2024 | 2015 |
| 124 | ABY Five LLC | Star Monica | 60,935 | August 3, 2018 | 2015 |
| 125 | Star Asia I LLC | Star Aquarius | 60,916 | July 22, 2015 | 2015 |
| 126 | Star Asia II LLC | Star Pisces | 60,916 | August 7, 2015 | 2015 |
| 127 | Crane Shipping LLC | Crane | 57,809 | April 9, 2024 | 2010 |
| 128 | Egret Shipping LLC | Egret Bulker | 57,809 | April 9, 2024 | 2010 |
| 129 | Gannet Shipping LLC | Gannet Bulker | 57,809 | April 9, 2024 | 2010 |
| 130 | Grebe Shipping LLC | Grebe Bulker | 57,809 | April 9, 2024 | 2010 |
| 131 | Ibis Shipping LLC | Ibis Bulker | 57,809 | April 9, 2024 | 2010 |
| 132 | Jay Shipping LLC | Jay | 57,809 | April 9, 2024 | 2010 |
| 133 | Kingfisher Shipping LLC | Kingfisher | 57,809 | April 9, 2024 | 2010 |
| 134 | Martin Shipping LLC | Martin | 57,809 | April 9, 2024 | 2010 |
| 135 | Star Lida IX Shipping LLC | Star Cleo | 56,582 | July 15, 2019 | 2013 |
| 136 | Star Lida X Shipping LLC | Star Pegasus | 56,540 | July 15, 2019 | 2013 |
| 137 | Star Regg III LLC | Star Bright | 55,569 | October 10, 2018 | 2010 |
| Total dwt | 13,762,816 | ||||
| (1) | Subject to a sale and leaseback financing transaction as further described in Note 7 to our consolidated financial statements included in the 2024 Annual Report. | ||||
| --- | --- |
Vessels Under Construction:
| Wholly Owned Subsidiaries | Vessel Name | DWT | Delivery Date | ||
|---|---|---|---|---|---|
| 1 | Star Thundera LLC | Hull No 15 | 82,000 | Qingdao Shipyard Co. Ltd. | March 2026 |
| 2 | Star Caldera LLC | Hull No 16 | 82,000 | Qingdao Shipyard Co. Ltd. | March 2026 |
| 3 | Star Affinity LLC | Hull No 23 | 82,000 | Qingdao Shipyard Co. Ltd. | July 2026 |
| 4 | Star Terra LLC | Hull No 17 | 82,000 | Qingdao Shipyard Co. Ltd. | August 2026 |
| 5 | Star Nova LLC | Hull No 18 | 82,000 | Qingdao Shipyard Co. Ltd. | October 2026 |
| 6 | Star Blueseas I LLC | Hull No 67 | 82,000 | Hengli Shipbuilding Pte. Ltd. | July 2026 |
| 7 | Star Blueseas II LLC | Hull No 70 | 82,000 | Hengli Shipbuilding Pte. Ltd. | August 2026 |
| 8 | Star Blueseas III LLC | Hull No 72 | 82,000 | Hengli Shipbuilding Pte. Ltd. | September 2026 |
| Total dwt | 656,000 |
Long-Term Time Charter-In Vessels:
In addition, we have entered into long-term charter-in arrangements, the details of which are described in the below table.
| # | Name | DWT | Built | Yard | 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 |
| 8 | Tai Stride (2) | 64,600 | 2022 | Oshima | Japan | April 9, 2024 | March 2026 |
| Total dwt | 704,600 | ||||||
| (1) | Recognized as right-of-use assets and corresponding lease liabilities as further described in Note 6 to our consolidated financial statements included in the 2024 Annual Report. | ||||||
| --- | --- | ||||||
| (2) | Time charter-in agreement acquired as part of the Eagle Merger with a remaining duration of less than twelve months as of April 9, 2024. The Company subsequently exercised an extension option on the agreement; however, this agreement does<br> not meet the criteria under ASC 842 to be recognized as a right-of-use asset. | ||||||
| --- | --- |
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 our share price is trading at a significant discount to the estimated net liquidation value of our vessels.
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 and 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 12 to our unaudited interim condensed consolidated financial statements included elsewhere herein for further discussion on our contractual commitments as of September 30, 2025.
As of November 14, 2025, we had an aggregate amount of total cash and highly liquid investments (as described in Note 13 of our unaudited interim condensed consolidated financial statements included elsewhere herein) of $454.4 million and outstanding borrowings (including lease financing agreements) of $1,028.4 million.
Our debt agreements contain financial covenants and undertakings requiring us to maintain various ratios. A summary of these terms is included in Note 8 to our unaudited interim condensed consolidated financial statements included elsewhere herein and Note 8 of the Company’s consolidated financial statements for the year ended December 31, 2024, included in the 2024 Annual Report.
We believe that our current cash balance 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. Furthermore, in April 2025, we entered into an agreement with E.SUN Commercial Bank Ltd. for a loan facility of up to $130.0 million for the post-delivery financing of five of our vessels under construction. In addition, we have an aggregate amount of $115.0 million available for drawing under two revolving credit facilities entered into in May 2025 and June 2025 with ABN AMRO Bank N.V. and National Bank of Greece S.A., respectively, as described in Note 8 of our unaudited interim condensed consolidated financial statements included elsewhere herein.
We may seek additional indebtedness to finance future vessel acquisitions and our newbuilding program in order 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.
Dividend Policy
Our dividend policy is described in Item 8. Financial Information-A. Consolidated statements and other financial information—Dividend Policy of our 2024 Annual Report.
On May 14, 2025, our Board of Directors decided to amend our previously approved dividend policy. Under the amended dividend policy, Star Bulk will pay a minimum quarterly dividend of $0.05 per share even if the quarterly “Cash Flow” (as defined in the dividend policy) would result in less or no dividend. The policy otherwise remains unchanged, including with respect to the Cash Flow definition and the limitations set out below.
On November 18, 2025, pursuant to our amended dividend policy, our Board of Directors declared a quarterly cash dividend of $0.11 per share, payable on or about December 18, 2025 to all shareholders of record as of December 5, 2025.
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 condition and other factors, including but not limited to our earnings, the prevailing charter market conditions, capital requirements, limitations under our debt agreements and applicable provisions of Marshall Islands law, which generally prohibits the payment of dividends other than from operating surplus or while a company is insolvent or would be rendered insolvent upon the payment of such dividend. 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. There can be no assurance that our Board of Directors will continue to declare or pay any dividend in the future.
Other Recent Developments
Please refer to Note 16 to our unaudited interim condensed consolidated financial statements included elsewhere herein for developments that took place after September 30, 2025.
Operating Results
Factors Affecting Our Results of Operations
We deploy our vessels on a mix of short to medium 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:
| Nine-month period ended<br><br> <br>September 30, | ||||
|---|---|---|---|---|
| (TCE rates expressed in U.S. Dollars) | 2024 | 2025 | ||
| Average number of vessels (1) | 141.3 | 146.5 | ||
| Number of vessels (2) | 154 | 139 | ||
| Average age of operational fleet (in years) (3) | 11.9 | 12.5 | ||
| Ownership days (4) | 38,708 | 40,006 | ||
| Available days (5) | 37,210 | 37,893 | ||
| Charter-in days (6) | 1,793 | 2,928 | ||
| Time Charter Equivalent Rate (TCE rate) (7) | $ | 19,209 | $ | 14,190 |
____________________
| (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<br> 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<br> 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. |
| --- | --- |
| (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<br> performance of our operating fleet. Our method of calculating TCE rate is determined by dividing (a) TCE revenues (“TCE Revenues”), which consists of voyage revenues (net of voyage expenses, charter-in hire expense, amortization of fair value<br> 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<br> days do not include the Charter-in days as per the relevant definitions provided above. 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<br> 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<br> 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<br> 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<br> 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<br> 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 financial statements included elsewhere herein.
| Nine-month period ended<br><br> <br>September 30, | ||||||
|---|---|---|---|---|---|---|
| 2024 | 2025 | |||||
| (In thousands of U.S. Dollars, except as otherwise stated) | ||||||
| Voyage revenues | $ | 956,542 | $ | 741,913 | ||
| Less: | ||||||
| Voyage expenses | (199,940 | ) | (158,881 | ) | ||
| Charter-in hire expenses | (31,812 | ) | (48,606 | ) | ||
| Realized gain/(loss) on FFAs/bunker swaps, net | (10,017) | 3,258 | ||||
| Time charter equivalent revenues (“TCE Revenues”) | $ | 714,773 | $ | 537,684 | ||
| Available days | 37,210 | 37,893 | ||||
| Daily time charter equivalent rate (“TCE rate”) | $ | 19,209 | $ | 14,190 |
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.
Voyage Expenses
Voyage expenses may include port and canal charges, agency fees, fuel (bunker) expenses and brokerage commissions payable to related and third parties. 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 Loss and Other Operational Gain
Other operational loss and other operational gain includes loss and gain, respectively, from all other operating activities which are not related to the principal activities of the Company, such as from insurance claims.
(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.
Gain/(Loss) on Derivative Financial Instruments, net
We may enter into interest rate swap transactions to manage interest costs and risks associated with changing interest rates with respect to our variable interest loans and credit facilities. Interest rate swaps are recorded in the balance sheet as either assets or liabilities, measured at their fair value (Level 2), with changes in such fair value recognized in earnings under Gain/(Loss) on derivative financial instruments, net, unless specific hedge accounting criteria are met. When interest rate swaps are designated and qualify as cash flow hedges, the effective portion of the unrealized gains/losses from those swaps is recorded in Other Comprehensive Income/(Loss) while any ineffective portion is recorded under Gain/(loss) on derivative financial instruments, net.
Results of Operations
The nine-month period ended September 30, 2025 compared to the nine-month period ended September 30, 2024
Voyage revenues net of Voyage expenses: For the nine-month periods ended September 30, 2025 and 2024 voyage revenues were $741.9 million and $956.5 million, respectively, while voyage expenses totaled $158.9 million and $199.9 million, respectively. TCE Revenues (as defined above) for the nine-month period ended September 30, 2025 decreased to $537.7 million compared to $714.8 million for the corresponding period in 2024. The decrease in both Voyage revenues and TCE Revenues, despite the increase in the average number of vessels in our fleet to 146.5 from 141.3 during the relevant periods, was primarily attributable to the significant decline in charter rates. As a result, the TCE rate for the nine-month period ended September 30, 2025 decreased to $14,190 from $19,209 for the corresponding period in 2024. 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.
Charter-in hire expenses: Charter-in hire expenses for the nine-month periods ended September 30, 2025 and 2024 were $48.6 million and $31.8 million, respectively. This increase is mainly attributable to the increase in charter-in days to 2,928 in the nine-month period ended September 30, 2025 from 1,793 in the corresponding period in 2024.
Vessel operating expenses: For the nine-month periods ended September 30, 2025 and 2024, vessel operating expenses were $203.7 million and $202.2 million, respectively. The increase in our operating expenses was primarily attributable to the increase in the average number of vessels in our fleet to 146.5 from 141.3 during the nine-month period ended September 30, 2025 compared to corresponding period in 2024.
Dry docking expenses: Dry docking expenses for the nine-month periods ended September 30, 2025 and 2024 were $73.8 million and $42.5 million, respectively. During the nine-month period ended September 30, 2025, 39 vessels completed their periodic dry-docking surveys, compared to 29 during the corresponding period in 2024. In addition, the dry docking of nine of our vessels was in progress as of September 30, 2025, further contributing to the overall increase of dry docking expenses.
Depreciation: Depreciation expense increased to $127.4 million for the nine-month period ended September 30, 2025 compared to $120.0 million for the corresponding period in 2024. The increase is driven by the increase in the average number of vessels in our fleet to 146.5 from 141.3 during the relevant periods.
General and administrative expenses and Management fees: General and administrative expenses for the nine-month periods ended September 30, 2025 and 2024 were $53.2 million and $51.8 million, respectively, which included the share-based compensation expense of $13.7 million and $13.3 million, respectively. Vessel management fees for the nine-month period ended September 30, 2025 increased to $17.4 million compared to $13.7 million for the corresponding period in 2024. The increase in both general and administrative expenses and management fees is mainly attributable to the increase in the average number of vessels in our fleet, as described above.
(Gain)/Loss on forward freight agreements and bunker swaps, net: For the nine-month period ended September 30, 2025, we incurred a net gain on FFAs and bunker swaps of $4.2 million, consisting of a realized gain of $3.3 million and unrealized gain of $0.9 million. For the nine-month period ended September 30, 2024, we incurred a net loss on FFAs and bunker swaps of $4.2 million, consisting of realized loss of $10.0 million and an unrealized gain of $5.8 million.
Other operational gain: Other operational gain for the nine-month period ended September 30, 2025, amounted to $14.7 million, mainly consisting of $2.3 million insurance proceeds pursuant to war risk insurance policy in connection with the prolonged detainment of one of our vessels in Ukraine in 2022, $9.2 million related to the write-off of previously recorded accruals and liabilities that the Company no longer expects to require settlement and $3.2 million derived from various insurance claims. Other operational gain for the nine-month period ended September 30, 2024 amounted to $4.4 million and primarily derived from various insurance claims.
(Gain)/Loss on sale of vessels: Our results for the nine-month period ended September 30, 2025, include an aggregate net loss of $14.0 million which resulted from the sale of vessels during the period, as discussed under the section “Our Fleet” above. For the nine-month period ended September 30, 2024, a net gain of $32.0 million resulted from the completion of the sale of certain vessels.
Interest and finance costs net of interest income and other income/(loss): Interest and finance costs net of interest income and other income/(loss) for the nine-month periods ended September 30, 2025 and 2024 were $41.4 million and $56.1 million, respectively. The driving factor for this decrease was the significant decrease in our weighted average outstanding indebtedness, along with a lower weighted average interest rate in the nine-month period ended September 30, 2025 compared to the nine-month period ended September 30, 2024, which was partially offset by the decrease in swap interest income since during the second and third quarter of 2025 we had no interest rate swaps designated as cash flow hedges.
Cash Flows
Net cash provided by operating activities for the nine-month periods ended September 30, 2025 and 2024 was $194.8 million and $394.9 million, respectively. The decrease was primarily driven by increased expenses resulting from the increase in the average number of vessels in our fleet to 146.5 from 141.3 and increased drydocking activity during the recent period, partially offset by lower interest and finance costs during the nine-month period ended September 30, 2025 compared to the corresponding period in 2024, as well as lower TCE Revenues recognized during the nine-month period ended September 30, 2025 due to lower charter rates resulting from weaker market conditions prevailing compared to the corresponding period in 2024.
Net cash provided by investing activities for the nine-month periods ended September 30, 2025 and 2024 was $127.0 million and $313.6 million, respectively. The decrease was mainly attributable to lower proceeds from vessel sales by $112.0 million in the nine-month period ended September 30, 2025 compared to the corresponding period in 2024 and to $104.3 million of cash acquired in connection with the Eagle Merger during the nine-month period ended September 30, 2024. This decrease was partially offset by $21.9 million less cash paid during the nine-month period ended September 30, 2025, for advances for vessels under construction and vessel upgrades, as well as by a $8.7 million increase in hull and machinery insurance proceeds received during the nine-month period ended September 30, 2025 compared to the corresponding period in 2024.
Net cash used in financing activities for the nine-month periods ended September 30, 2025 and 2024 was $305.5 million and $497.7 million, respectively. The decrease was primarily driven by a $61.2 million decrease in net debt outflows and a $184.4 decrease in the aggregate amount of dividends paid during the nine-month period ended September 30, 2025 compared to the corresponding period of 2024, partially offset by an increased outflow of $56.2 million used for share repurchases during the nine-month period ended September 30, 2025 compared to the corresponding period of 2024.
Significant Accounting Policies and Critical Accounting Estimates
For a description of all our significant accounting policies and our critical accounting estimates, see Note 2 to our audited financial statements and “Item 5. Operating and Financial Review and Prospects,” included in our 2024 Annual Report, as supplemented by Note 2 of the unaudited interim condensed consolidated financial statements included elsewhere herein. There have been no material changes from the “Critical Accounting Estimates” previously disclosed in our 2024 Annual Report.
STAR BULK CARRIERS CORP.
INDEX TO UNAUDITED INTERIM CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
| Unaudited Consolidated Balance Sheets as of December 31, 2024 and September 30, 2025 | F-2 |
|---|---|
| Unaudited Interim Condensed Consolidated Income Statements for the nine-month periods ended September 30, 2024 and 2025 | F-3 |
| Unaudited Interim Condensed Consolidated Statements of Comprehensive Income/(Loss) for the nine-month periods ended September 30, 2024 and 2025 | F-4 |
| Unaudited Interim Condensed Consolidated Statements of Shareholders’ Equity for the nine-month periods ended September 30, 2024 and 2025 | F-5 |
| Unaudited Interim Condensed Consolidated Statements of Cash Flows for the nine-month periods ended September 30, 2024 and 2025 | F-6 |
| Notes to Unaudited Interim Condensed Consolidated Financial Statements | F-7 |
F-1
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STAR BULK CARRIERS CORP.
Unaudited Consolidated Balance Sheets
As of December 31, 2024 and September 30, 2025
(Expressed in thousands of U.S. dollars except for share and per share data, unless otherwise stated)
| September 30, 2025 | |||||
|---|---|---|---|---|---|
| ASSETS | |||||
| CURRENT ASSETS | |||||
| Cash and cash equivalents | 425,066 | $ | 442,350 | ||
| Restricted cash, current (Notes 8 and 13) | 11,218 | 10,189 | |||
| Trade accounts receivable, net | 79,303 | 72,391 | |||
| Inventories (Note 4) | 78,589 | 60,971 | |||
| Due from managers | 45 | 2 | |||
| Due from related parties (Note 3) | 37 | 36 | |||
| Prepaid expenses and other receivables | 18,873 | 21,618 | |||
| Derivatives, current asset portion (Note 13) | 2,177 | 1,076 | |||
| Accrued income | 67 | - | |||
| Other current assets (including nil and 1,008 of investment in debt security as of December 31, 2024 and September 30, 2025, respectively, Note 13) | 43,598 | 29,793 | |||
| Total Current Assets | 658,973 | 638,426 | |||
| FIXED ASSETS | |||||
| Advances for vessels under construction (Note 5) | 27,526 | 34,314 | |||
| Vessels and other fixed assets, net (Note 5) | 3,208,357 | 2,946,405 | |||
| Total Fixed Assets | 3,235,883 | 2,980,719 | |||
| OTHER NON-CURRENT ASSETS | |||||
| Long-term investment (Note 3) | 1,733 | 1,672 | |||
| Restricted cash, non-current (Note 8) | 4,596 | 4,615 | |||
| Operating leases, right-of-use assets (Note 6) | 184,509 | 164,336 | |||
| Derivatives, non-current asset portion (Note 13) | 330 | - | |||
| Other non-current assets | 354 | 310 | |||
| TOTAL ASSETS | 4,086,378 | $ | 3,790,078 | ||
| LIABILITIES & SHAREHOLDERS' EQUITY | |||||
| CURRENT LIABILITIES | |||||
| Current portion of long-term bank loans & revolving facilities (Note 8) | 221,147 | $ | 195,437 | ||
| Lease financing short term (Note 7) | 2,731 | 2,731 | |||
| Accounts payable | 51,591 | 52,267 | |||
| Due to managers | 10,938 | 17,998 | |||
| Due to related parties (Note 3) | 3,274 | 2,069 | |||
| Accrued liabilities | 62,607 | 49,379 | |||
| Operating lease liabilities, current (Note 6) | 28,227 | 28,649 | |||
| Deferred revenue | 17,297 | 19,609 | |||
| Other current liabilities | 2,000 | 2,000 | |||
| Total Current Liabilities | 399,812 | 370,139 | |||
| NON-CURRENT LIABILITIES | |||||
| Long-term bank loans & revolving facilities, net of current portion and unamortized loan issuance costs of 7,606 and 5,608, as of December 31, 2024 and September 30, 2025,<br> respectively (Note 8) | 1,035,135 | 857,663 | |||
| Lease financing long term, net of unamortized lease issuance costs of 51 and 24, as of December 31, 2024 and September 30, 2025, respectively (Note 7) | 12,524 | 10,503 | |||
| Operating lease liabilities, non-current (Note 6) | 156,282 | 135,687 | |||
| Other non-current liabilities | 850 | 670 | |||
| TOTAL LIABILITIES | 1,604,603 | 1,374,662 | |||
| COMMITMENTS & CONTINGENCIES (Note 12) | |||||
| SHAREHOLDERS' EQUITY | |||||
| Preferred Shares; 0.01 par value, authorized 25,000,000 shares; none issued or outstanding at December 31, 2024 and September 30, 2025, respectively (Note 9) | - | - | |||
| Common Shares, 0.01 par value, 300,000,000 shares authorized; 117,630,112 shares issued and outstanding as of December 31, 2024; 114,209,924 shares issued and outstanding as of September<br> 30, 2025 (Note 9) | 1,142 | 1,142 | |||
| Additional paid in capital | 3,083,906 | 3,022,126 | |||
| Accumulated other comprehensive income | 2,299 | 535 | |||
| Accumulated deficit | (605,572 | ) | (608,387 | ) | |
| Total Shareholders' Equity | 2,481,775 | 2,415,416 | |||
| TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | 4,086,378 | $ | 3,790,078 |
All values are in US Dollars.
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
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STAR BULK CARRIERS CORP.
Unaudited Interim Condensed Consolidated Income Statements
For the nine-month periods ended September 30, 2024 and 2025
(Expressed in thousands of U.S. dollars except for share and per share data, unless otherwise stated)
| Nine months<br><br> <br>ended September 30, | ||||||
|---|---|---|---|---|---|---|
| 2024 | 2025 | |||||
| Revenues: | ||||||
| Voyage revenues (Note 15) | $ | 956,542 | $ | 741,913 | ||
| Expenses/(Income) | ||||||
| Voyage expenses (Note 3) | 199,940 | 158,881 | ||||
| Charter-in hire expenses (Note 6) | 31,812 | 48,606 | ||||
| Vessel operating expenses | 202,235 | 203,657 | ||||
| Dry docking expenses | 42,472 | 73,762 | ||||
| Depreciation (Note 5) | 120,020 | 127,363 | ||||
| Management fees (Note 3) | 13,676 | 17,412 | ||||
| General and administrative expenses (Note 3) | 51,792 | 53,240 | ||||
| Loss on write-down of inventory | 4,602 | - | ||||
| Other operational loss | 1,392 | 3,764 | ||||
| Other operational gain (Note 14) | (4,410 | ) | (14,650 | ) | ||
| (Gain)/Loss on forward freight agreements and bunker swaps, net (Note 13) | 4,239 | (4,206 | ) | |||
| (Gain)/Loss on sale of vessels (Note 5) | (31,999 | ) | 13,953 | |||
| Total operating expenses, net | 635,771 | 681,782 | ||||
| Operating income | 320,771 | 60,131 | ||||
| Other Income/ (Expenses): | ||||||
| Interest and finance costs (Note 8) | (70,511 | ) | (55,822 | ) | ||
| Interest income and other income/(loss) | 14,410 | 14,426 | ||||
| Gain/(Loss) on derivative financial instruments, net (Note 13) | (1,602 | ) | 751 | |||
| Gain/(Loss) on debt extinguishment, net (Notes 8 and 13) | (1,012 | ) | (405 | ) | ||
| Total other expenses, net | (58,715 | ) | (41,050 | ) | ||
| Income before taxes and equity in income/(loss) of investee | $ | 262,056 | $ | 19,081 | ||
| Income tax (expense)/refund | 116 | - | ||||
| Income before equity in income/(loss) of investee | 262,172 | 19,081 | ||||
| Equity in income/(loss) of investee (Note 3) | 36 | (61 | ) | |||
| Net income | 262,208 | 19,020 | ||||
| Earnings per share, basic | $ | 2.54 | $ | 0.16 | ||
| Earnings per share, diluted | 2.48 | 0.16 | ||||
| Weighted average number of shares outstanding, basic (Note 10) | 103,364,099 | 115,551,743 | ||||
| Weighted average number of shares outstanding, diluted (Note 10) | 105,545,672 | 115,908,321 |
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
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STAR BULK CARRIERS CORP.
Unaudited Interim Condensed Consolidated Statements of Comprehensive Income/\(Loss\)
For the nine-month periods ended September 30, 2024 and 2025
(Expressed in thousands of U.S. dollars except for share and per share data, unless otherwise stated)
| Nine months<br><br> <br>ended September 30, | ||||||
|---|---|---|---|---|---|---|
| 2024 | 2025 | |||||
| Net income | $ | 262,208 | $ | 19,020 | ||
| 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 | 1,997 | (684 | ) | |||
| Unrealized gain / (loss) from hedging foreign currency forward contracts recognized in Other comprehensive income/(loss) before reclassifications | (267 | ) | - | |||
| Unrealized gain / (loss) from investment in debt security recognized in Other comprehensive income/(loss) before reclassifications | 94 | |||||
| Less: | ||||||
| Reclassification adjustments of interest rate swap gain/(loss) | (4,287 | ) | (1,174 | ) | ||
| Other comprehensive income / (loss) | (2,557 | ) | (1,764 | ) | ||
| Total comprehensive income | $ | 259,651 | $ | 17,256 |
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
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STAR BULK CARRIERS CORP.
Unaudited Interim Condensed Consolidated Statements of Shareholders’ Equity
For the nine-month periods ended September 30, 2024 and 2025
(Expressed in thousands of U.S. dollars except for share and per share data, unless otherwise stated)
| Par Value | Additional Paid-in<br><br> <br>Capital | Accumulated Other Comprehensive income/(loss) | Accumulated<br><br> <br>deficit | Total<br><br> <br>Shareholders'<br><br> <br>Equity | |||||||||||||
| BALANCE, January 1, 2024 | 84,016,892 | $ | 840 | $ | 2,287,055 | $ | 5,393 | $ | (633,218 | ) | $ | 1,660,070 | |||||
| Net income | - | - | - | - | 262,208 | 262,208 | |||||||||||
| Other comprehensive income / (loss) | - | - | - | (2,557 | ) | - | (2,557 | ) | |||||||||
| Issuance of vested and non-vested shares and amortization of share-based compensation (Note 9) | 754,812 | 8 | 13,263 | - | - | 13,271 | |||||||||||
| Dividends declared (1.90 per share) | - | - | - | - | (206,194 | ) | (206,194 | ) | |||||||||
| Offering Expenses | - | - | (85 | ) | - | - | (85 | ) | |||||||||
| Issuance of common stock for Eagle Merger (Note 1) | 28,082,319 | 281 | 665,270 | - | - | 665,551 | |||||||||||
| Excess fair value of Convertible Notes (Note 1) | 5,971,284 | 59 | 138,620 | - | - | 138,679 | |||||||||||
| Repurchase and cancellation of common shares (Note 9) | (933,004 | ) | (9 | ) | (19,240 | ) | - | - | (19,249 | ) | |||||||
| BALANCE, September 30, 2024 | 117,892,303 | $ | 1,179 | $ | 3,084,883 | $ | 2,836 | $ | (577,204 | ) | $ | 2,511,694 | |||||
| BALANCE, January 1, 2025 | 117,630,112 | 1,142 | 3,083,906 | 2,299 | (605,572 | ) | 2,481,775 | ||||||||||
| Net income | - | - | - | - | 19,020 | 19,020 | |||||||||||
| Other comprehensive income / (loss) | - | - | - | (1,764 | ) | - | (1,764 | ) | |||||||||
| Issuance of vested and non-vested shares and amortization of share-based compensation (Note 9) | 1,237,715 | 12 | 13,669 | - | - | 13,681 | |||||||||||
| Dividends declared (0.19 per share) (Note 9) | - | - | - | - | (21,829 | ) | (21,829 | ) | |||||||||
| Repurchase and cancellation of common shares (Note 9) | (4,657,903 | ) | (46 | ) | (75,421 | ) | - | - | (75,467 | ) | |||||||
| Sale of subsidiaries Cyprus & Germany | - | 34 | (28 | ) | - | (6 | ) | - | |||||||||
| BALANCE, September 30, 2025 | 114,209,924 | $ | 1,142 | $ | 3,022,126 | $ | 535 | $ | (608,387 | ) | $ | 2,415,416 |
All values are in US Dollars.
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
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STAR BULK CARRIERS CORP.
Unaudited Interim Condensed Consolidated Statements of Cash Flows
For the nine-month periods ended September 30, 2024 and 2025
(Expressed in thousands of U.S. dollars except for share and per share data, unless otherwise stated)
| Nine months<br><br> <br>ended September 30, | ||||||
|---|---|---|---|---|---|---|
| 2024 | 2025 | |||||
| Cash Flows from Operating Activities: | ||||||
| Net income | $ | 262,208 | $ | 19,020 | ||
| Adjustments to reconcile net income to net cash provided by/(used in) operating activities: | ||||||
| Depreciation | 120,020 | 127,363 | ||||
| Amortization of debt (loans & leases) issuance costs | 2,664 | 2,419 | ||||
| Noncash lease expense | 11,961 | 21,099 | ||||
| Gain/(Loss) on debt extinguishment, net | 1,012 | 405 | ||||
| (Gain)/Loss on sale of vessels | (31,999 | ) | 13,953 | |||
| Share-based compensation | 13,271 | 13,681 | ||||
| Loss on write-down of inventory | 4,602 | - | ||||
| Change in fair value of derivatives | (3,898 | ) | (507 | ) | ||
| Other non-cash charges | (103 | ) | (180 | ) | ||
| Write-off of accruals and current liabilities | - | (9,266 | ) | |||
| Gain on hull and machinery claims | (898 | ) | (219 | ) | ||
| Equity in income/(loss) of investee | (36 | ) | 61 | |||
| Changes in operating assets and liabilities: | ||||||
| (Increase)/Decrease in: | ||||||
| Trade accounts receivable | 27,406 | 6,912 | ||||
| Inventories | 2,407 | 16,565 | ||||
| Prepaid expenses and other receivables | (12,491 | ) | (942 | ) | ||
| Derivatives asset | 1,225 | 174 | ||||
| Accrued income | (121 | ) | 67 | |||
| Due from related parties | 2 | 1 | ||||
| Due from managers | 23 | 43 | ||||
| Other non-current assets | (19 | ) | 44 | |||
| Increase/(Decrease) in: | ||||||
| Accounts payable | 1,632 | 5,110 | ||||
| Operating lease liability | (11,961 | ) | (21,099 | ) | ||
| Due to related parties | 33 | (1,205 | ) | |||
| Accrued liabilities | (4,952 | ) | (8,028 | ) | ||
| Due to managers | 11,034 | 7,060 | ||||
| Deferred revenue | (166 | ) | 2,312 | |||
| Other current liabilities | 2,000 | - | ||||
| Net cash provided by / (used in) Operating Activities | 394,856 | 194,843 | ||||
| Cash Flows from Investing Activities: | ||||||
| Advances for vessels acquisitions, vessels under construction, vessel upgrades and other fixed assets | (47,700 | ) | (25,817 | ) | ||
| Cash proceeds from vessel sales | 253,549 | 141,540 | ||||
| Investment in debt security | - | (914 | ) | |||
| Cash acquired related to the Eagle Merger | 104,325 | - | ||||
| Hull and machinery insurance proceeds | 3,420 | 12,147 | ||||
| Net cash provided by / (used in) Investing Activities | 313,594 | 126,956 | ||||
| Cash Flows from Financing Activities: | ||||||
| Proceeds from bank loans | 388,120 | 248,000 | ||||
| Loan and lease prepayments and repayments | (656,560 | ) | (455,226 | ) | ||
| Financing and debt extinguishment fees paid | (3,695 | ) | (1,003 | ) | ||
| Dividends paid | (206,194 | ) | (21,829 | ) | ||
| Offering expenses paid | (85 | ) | - | |||
| Repurchase of common shares | (19,249 | ) | (75,467 | ) | ||
| Net cash provided by / (used in) Financing Activities | (497,663 | ) | (305,525 | ) | ||
| Net increase/(decrease) in cash and cash equivalents and restricted cash | 210,787 | 16,274 | ||||
| Cash and cash equivalents and restricted cash at beginning of period | 261,750 | 440,880 | ||||
| Cash and cash equivalents and restricted cash at end of period | $ | 472,537 | $ | 457,154 | ||
| SUPPLEMENTAL CASH FLOW INFORMATION: | ||||||
| Cash paid during the period for: | ||||||
| Interest, net of amount capitalized | $ | 64,958 | $ | 53,034 | ||
| Non-cash investing and financing activities: | ||||||
| Shares issued in connection with Eagle Merger | 665,551 | - | ||||
| Vessel upgrades | 5,254 | 6,450 | ||||
| Assumed bank loans and Convertible notes debt related to Eagle Merger | 514,180 | - | ||||
| Right-of-use assets and lease obligations for charter-in contracts | 115,257 | 924 | ||||
| Unpaid costs of sales of vessels | - | 304 | ||||
| Reconciliation of (a) cash and cash equivalents, and restricted cash reported within the consolidated balance sheets to (b) the total amount of such<br> items reported in the statements of cash flows: | ||||||
| Cash and cash equivalents | $ | 453,564 | $ | 442,350 | ||
| Restricted cash, current | 14,367 | 10,189 | ||||
| Restricted cash, non-current | 4,606 | 4,615 | ||||
| Cash and cash equivalents and restricted cash at end of period shown in the statement of cash flows | $ | 472,537 | $ | 457,154 |
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
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STAR BULK CARRIERS CORP.
Notes to Unaudited Interim Condensed Consolidated Financial Statements
September 30, 2025
(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, 2024 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 nine-month period ended September 30, 2025 are not necessarily indicative of the results that might be expected for the fiscal year ending December 31, 2025.
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, 2024 included in the Company’s Annual Report on Form 20-F for the year ended December 31, 2024 (the “2024 Annual Report”). The balance sheet as of December 31, 2024 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 of 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 2024 Annual Report.
As of September 30, 2025, the Company owned a modern fleet of 139 dry bulk vessels (two of which were previously agreed to be sold, and were subsequently delivered to their new owners in October 2025, as discussed in Note 5) consisting of Newcastlemax, Capesize, Mini Capesize, Post Panamax, Kamsarmax, Panamax, Ultramax and Supramax vessels with a carrying capacity between 55,569 deadweight tonnage (“dwt”) and 209,537 dwt, and a combined carrying capacity of 13.9 million dwt and an average age of 12.5 years. Also, the Company has entered into firm shipbuilding contracts for the construction of five 82,000 dwt Kamsarmax newbuilding vessels with expected deliveries between March 2026 and October 2026. In addition, through certain of its subsidiaries, the Company charters-in a number of third-party vessels on a short-term basis and, as of September 30, 2025, charters-in eight vessels on a long-term basis to increase its operating capacity in order to satisfy its clients’ needs.
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STAR BULK CARRIERS CORP.
Notes to Unaudited Interim Condensed Consolidated Financial Statements
September 30, 2025
(Expressed in thousands of U.S. dollars except for share and per share data, unless otherwise stated)
1. Basis of Presentation and General Information - continued:
Eagle Merger
On April 9, 2024 (the “Effective Time”), the Company completed the merger with Eagle Bulk Shipping Inc. (“Eagle”) in an all-stock transaction (the “Eagle Merger”), following Eagle shareholders’ approval and receipt of applicable regulatory approvals and satisfaction of customary closing conditions. Eagle common stock has ceased trading and is no longer listed on the New York Stock Exchange.
At the Effective Time, each share of Eagle common stock issued and outstanding immediately prior to the Effective Time was cancelled in exchange for the right to receive 2.6211 shares of Star Bulk common stock, which resulted in the issuance of 28,082,319 shares of Star Bulk common stock. In addition, at the time of the Eagle Merger’s completion, 1,341,584 shares of Star Bulk common stock were issued in exchange for the 511,840 loaned shares of Eagle common stock (the “Eagle loaned shares”) outstanding in connection with Eagle’s 5.00% Convertible Senior Notes due 2024 (the “Convertible Notes”). Upon the maturity date of the Convertible Notes on August 1, 2024, the issued 1,341,584 shares of Star Bulk common stock were cancelled upon return and 5,971,284 shares of Star Bulk common stock were issued for settlement of such Convertible Notes.
The results of operations of Eagle have been reflected in the Company’s consolidated income statement since the Effective Time. As a result, financial information of Eagle since April 9, 2024 is included in the unaudited interim condensed consolidated income statement for the nine-month period ended September 30, 2024.
The following unaudited supplemental pro forma consolidated financial information reflects the results of operations for the nine-month period ended September 30, 2024, as if the Eagle Merger had been consummated on January 1, 2023. These pro forma results have been prepared for comparative purposes only and do not purport to be indicative of what operating results would have been had the Eagle Merger actually taken place on January 1, 2023. In addition, these results are not intended to be a projection of future results and do not reflect any synergies that might be achieved from the combined operations:
| Nine months ended | ||
|---|---|---|
| September 30, 2024 | ||
| Pro forma voyage revenues | $ | 1,059,940 |
| Pro forma operating income | 306,708 | |
| Pro forma net income | 246,732 | |
| Pro forma income per share, basic | 2.17 | |
| Pro forma income per share, diluted | $ | 2.13 |
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STAR BULK CARRIERS CORP.
Notes to Unaudited Interim Condensed Consolidated Financial Statements
September 30, 2025
(Expressed in thousands of U.S. dollars except for share and per share data, unless otherwise stated)
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 2024 Annual Report. During the nine-month period ended September 30, 2025, except for the accounting policy 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.
Available-for-Sale Debt Securities
In accordance with ASC 320, Investments—Debt Securities, debt securities that the Company does not intend to hold to maturity and that are not classified as trading are classified as available-for-sale (“AFS”). AFS securities are measured at fair value, with unrealized gains and losses recognized in Other Comprehensive Income/(Loss) and realized gains and losses reclassified in earnings when the securities are sold, mature, or are deemed impaired.
The Company evaluates its AFS debt securities for credit losses at least quarterly. The Company holds bonds issued by Attica Bank. As of September 30, 2025, no allowance for credit losses has been recorded on the AFS debt security, consistent with the Company’s assessment that the security is investment-grade and shows no indication of credit impairment. Interest income is accrued using the effective interest method and reported under Interest income and other income/(loss).
AFS securities are presented in the balance sheet as either current or non-current assets based on management’s intended use. AFS securities are classified as current assets when management intends to use the portfolio to fund current operations, regardless of whether disposal is planned within the next 12 months. Otherwise, they are classified as non-current assets.
3. Transactions with related parties:
Details of the Company’s transactions with related parties did not change in the nine-month period ended September 30, 2025 and are discussed in Note 3 of the Company’s consolidated financial statements for the year ended December 31, 2024, included in the 2024 Annual Report.
Transactions and balances with related parties are analyzed as follows:
| Balance Sheets | ||||
|---|---|---|---|---|
| December 31, 2024 | September 30, 2025 | |||
| Long-term investment | ||||
| Interchart | $ | 1,361 | $ | 1,275 |
| Starocean | 247 | 272 | ||
| CCL Pool | 125 | 125 | ||
| Long-term investment | $ | 1,733 | $ | 1,672 |
| Due from related parties | ||||
| Oceanbulk Maritime S.A. and its affiliates | 2 | 2 | ||
| Starocean | 35 | 34 | ||
| Due from related parties | $ | 37 | $ | 36 |
| Due to related parties | ||||
| Management and Directors Fees | 178 | 186 | ||
| Oceanbulk Maritime S.A. and its affiliates | - | 8 | ||
| Iblea Ship Management Limited and its affiliates | 3,096 | 1,875 | ||
| Due to related parties | $ | 3,274 | $ | 2,069 |
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STAR BULK CARRIERS CORP.
Notes to Unaudited Interim Condensed Consolidated Financial Statements
September 30, 2025
(Expressed in thousands of U.S. dollars except for share and per share data, unless otherwise stated)
3. Transactions with related parties - continued:
| Income statements | ||||||
|---|---|---|---|---|---|---|
| Nine months ended September 30, | ||||||
| 2024 | 2025 | |||||
| Voyage expenses: | ||||||
| Voyage expenses-Interchart | $ | (3,105 | ) | $ | (3,105 | ) |
| General and administrative expenses: | ||||||
| Consultancy fees | $ | (594 | ) | $ | (596 | ) |
| Directors compensation | (129 | ) | (129 | ) | ||
| Office rent - Combine Marine Ltd. & Alma Properties | (28 | ) | (32 | ) | ||
| General and administrative expenses - Oceanbulk Maritime S.A. and its affiliates | (130 | ) | - | |||
| Management fees: | ||||||
| Management fees- Iblea Ship Management Limited and affiliates | $ | (1,865 | ) | $ | (2,344 | ) |
| Equity in income/(loss) of investee | ||||||
| Interchart | $ | 55 | $ | (86 | ) | |
| Starocean | (19 | ) | 25 |
4. Inventories:
The amounts shown in the consolidated balance sheets are analyzed as follows:
| December 31, 2024 | September 30, 2025 | |||
|---|---|---|---|---|
| Lubricants | $ | 18,078 | $ | 18,980 |
| Bunkers | 60,511 | 41,991 | ||
| Total | $ | 78,589 | $ | 60,971 |
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STAR BULK CARRIERS CORP.
Notes to Unaudited Interim Condensed Consolidated Financial Statements
September 30, 2025
(Expressed in thousands of U.S. dollars except for share and per share data, unless otherwise stated)
5. Vessels and other fixed assets, net and Advances for vessels under construction:
The amounts in the consolidated balance sheets are analyzed as follows:
| Cost | Accumulated depreciation | Net Book<br><br> <br>Value | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Balance, December 31, 2024 | $ | 4,250,798 | $ | (1,042,441 | ) | $ | 3,208,357 | ||
| - Acquisition of vessels, vessel upgrades and other vessel costs | 19,333 | - | 19,333 | ||||||
| - Other fixed assets | 214 | - | 214 | ||||||
| - Vessel sales | (225,737 | ) | 71,601 | (154,136 | ) | ||||
| - Depreciation for the period | - | (127,363 | ) | (127,363 | ) | ||||
| Balance, September 30, 2025 | $ | 4,044,608 | $ | (1,098,203 | ) | $ | 2,946,405 |
During the nine-month period ended September 30, 2025, the Company decided to opportunistically sell certain vessels and renew its fleet. Specifically, Bittern (which was actively marketed as of December 31, 2024), Star Omicron, Strange Attractor, Puffin Bulker, Star Canary, Star Petrel, Oriole,
Star Georgia, Star Nighthawk, Star Danai, Star Goal and Star Owl were agreed to be sold and delivered to their new owners within this period. In addition, during the nine-month period ended September 30, 2025, the Company also agreed to
sell Star Runner and Star Sandpiper which were delivered to their new owners in October 2025 \(Note 16\).
For the nine-month period ended September 30, 2025, the Company recognized a net loss on sale of vessels of $13,953, which is separately reflected in the unaudited interim condensed consolidated income statement for the corresponding period.
As of September 30, 2025, 118 of the Company’s vessels, having a net carrying value of $2,599,204, serve as collateral under certain of the Company’s loan facilities and were subject to first-priority mortgages (Note 8). Title of ownership is held by the relevant lenders for another two vessels with a carrying value of $38,028 to secure the relevant sale and lease back financing transactions (Note 7).
The amounts reported under “Acquisition of vessels, vessel upgrades and other vessel costs” in the table above, which were incurred during the nine-month period ended September 30, 2025, 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”).
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STAR BULK CARRIERS CORP.
Notes to Unaudited Interim Condensed Consolidated Financial Statements
September 30, 2025
(Expressed in thousands of U.S. dollars except for share and per share data, unless otherwise stated)
5. 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 March 2026 through October 2026.
The amounts shown in the consolidated balance sheets are analyzed as follows:
| Balance, December 31, 2024 | $ | 27,526 |
|---|---|---|
| - Pre-delivery yard installments and capitalized expenses | 5,673 | |
| - Capitalized interest and finance costs | 1,115 | |
| Balance, September 30, 2025 | $ | 34,314 |
As of September 30, 2025, the total aggregate remaining contracted price, including scrubber installation costs, for the five vessels under construction was $152,477, payable in periodic installments up to their
deliveries, of which $130,425 is payable during the next twelve months ending September 30, 2026, and the remaining $22,052 is payable until their expected delivery from the shipyard in October 2026.
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Table of Contents
STAR BULK CARRIERS CORP.
Notes to Unaudited Interim Condensed Consolidated Financial Statements
September 30, 2025
(Expressed in thousands of U.S. dollars except for share and per share data, unless otherwise stated)
6. 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, 2024 and September 30, 2025 in connection with the time charter-in vessel arrangements with an initial term exceeding 12 months amounted to $181,618 and $161,324, respectively, and are included under “Operating leases, right-of-use assets” and “Operating lease liabilities, current and non-current” in the 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, is approximately 5.3%.
The time charter-in hire payments required to be made after September 30, 2025, for these outstanding operating lease liabilities are as follows:
| Twelve month periods ending | Amount | ||
|---|---|---|---|
| September 30, 2026 | $ | 35,618 | |
| September 30, 2027 | 35,276 | ||
| September 30, 2028 | 36,545 | ||
| September 30, 2029 | 30,146 | ||
| September 30, 2030 | 29,666 | ||
| September 30, 2031 and thereafter | 19,668 | ||
| Total undiscounted lease payments | $ | 186,919 | |
| Discount based on incremental borrowing rate | (25,595 | ) | |
| Present value of lease liability | $ | 161,324 | |
| Operating lease liabilities, current | 27,547 | ||
| Operating lease liabilities, non-current | 133,777 |
The weighted average remaining lease term of these charter-in vessel arrangements as of September 30, 2025 is 5.4 years. The charter-in hire expenses for the long-term charter-in arrangements for the nine-month periods ended September 30, 2024 and 2025 were $15,905 and $27,749, respectively, and are included under “Charter-in hire expenses” in the unaudited interim condensed consolidated income statements.
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Table of Contents
STAR BULK CARRIERS CORP.
Notes to Unaudited Interim Condensed Consolidated Financial Statements
September 30, 2025
(Expressed in thousands of U.S. dollars except for share and per share data, unless otherwise stated)
6. Operating leases - continued:
b) Office rental arrangements
The carrying value of the assets and liabilities recognized on the balance sheet as of December 31, 2024 and September 30, 2025 in connection with the office rental arrangements amounted to $2,891 and $3,012, respectively, and are included under “Operating leases, right-of-use assets” and “Operating lease liabilities, current and non-current” in the 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, is approximately 5.2%. The office rental payments required to be made after September 30, 2025 for these outstanding operating lease liabilities are as follows:
| Twelve month periods ending | Amount | ||
|---|---|---|---|
| September 30, 2026 | $ | 1,195 | |
| September 30, 2027 | 931 | ||
| September 30, 2028 | 721 | ||
| September 30, 2029 | 308 | ||
| September 30, 2030 | 101 | ||
| September 30, 2031 and thereafter | - | ||
| Total undiscounted lease payments | $ | 3,256 | |
| Discount based on incremental borrowing rate | (244 | ) | |
| Present value of lease liability | $ | 3,012 | |
| Operating lease liabilities, current | 1,102 | ||
| Operating lease liabilities, non-current | 1,910 |
The weighted average remaining lease term of these office rental arrangements as of September 30, 2025 is 3.2 years. The lease expenses for these office rental arrangements for the nine-month periods ended September 30, 2024 and 2025 were $979 and $1,252, respectively, and are included under “General and administrative expenses” in the unaudited interim condensed consolidated income statements.
F-14
Table of Contents
STAR BULK CARRIERS CORP.
Notes to Unaudited Interim Condensed Consolidated Financial Statements
September 30, 2025
(Expressed in thousands of U.S. dollars except for share and per share data, unless otherwise stated)
7. Lease financings:
Details of the Company’s lease financings are discussed in Note 7 of the Company’s consolidated financial statements for the year ended December 31, 2024, included in the 2024 Annual Report.
The Company’s lease financings bear interest at Secured Overnight Finance Rate (“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 8).
The principal payments required to be made after September 30, 2025 for the Company’s outstanding finance lease obligations recognized on the balance sheet as of that date are as follows:
| Twelve month periods ending | Amount | ||
|---|---|---|---|
| September 30, 2026 | $ | 2,731 | |
| September 30, 2027 | 2,731 | ||
| September 30, 2028 | 2,731 | ||
| September 30, 2029 | 4,042 | ||
| September 30, 2030 | 1,023 | ||
| September 30, 2031 and thereafter | - | ||
| Total bareboat lease minimum payments | $ | 13,258 | |
| Unamortized lease issuance costs | (24 | ) | |
| Total bareboat lease minimum payments, net | $ | 13,234 | |
| Lease financing short term | 2,731 | ||
| Lease financing long term, net of unamortized lease issuance costs | 10,503 |
8. Long-term bank loans & Revolving facilities:
Details of the Company’s credit facilities are discussed in Note 8 of the Company’s consolidated financial statements for the year ended December 31, 2024, included in the 2024 Annual Report and supplemented by the new financing activities presented below.
New Financing activities during the nine-month period ended September 30, 2025
i) ING $185,000 Facility:
On January 22, 2025, the Company entered into a loan agreement with ING Bank N.V., London Branch (“ING”) for a loan amount of up to $185,000 (the “ING $185,000 Facility”), which was drawn on January 24, 2025 and the proceeds of which were used to refinance the outstanding amount of the then existing ING Facility, as discussed below, and for general corporate purposes. The ING $185,000 Facility is repayable in 20 equal consecutive quarterly installments of $8,810 and a balloon payment of $8,810, due in January 2030, along with the last installment, and is secured by first priority mortgages on the vessels Star Alessia, Star Magnanimus, Star Claudine, Star Ophelia, Star Lyra, Star Bianca, Star Mona, Star Flame, Star Elizabeth, Madredeus, Star Vega, Star Capoeira, Star Carioca, Star Subaru, Star Lambada, Star Macarena and Star Lutas, which were previously part of the collateral securing the then existing ING Facility.
F-15
Table of Contents
STAR BULK CARRIERS CORP.
Notes to Unaudited Interim Condensed Consolidated Financial Statements
September 30, 2025
(Expressed in thousands of U.S. dollars except for share and per share data, unless otherwise stated)
8. Long-term bank loans & Revolving facilities - continued:
ii) Fubon $43,000 Facility:
On March 14, 2025, the Company entered into a loan agreement with Taipei Fubon Commercial Bank Co., Ltd. for a loan amount of up to $43,000 (the “Fubon $43,000 Facility”), which was drawn on March 26, 2025 in order to refinance the vessels Peloreus and Leviathan, which were previously under the then existing ING Facility. The Fubon $43,000 Facility is repayable in 20 equal consecutive quarterly installments of $1,075 and a balloon payment of $21,500, due in March 2030, along with the last installment and is secured by first-priority mortgages on the aforementioned vessels.
iii) ESUN $130,000 Facility:
On April 10, 2025, the Company entered into a loan agreement with E.SUN Commercial Bank Ltd. for a loan amount of up to $130,000 (the “ESUN $130,000 Facility”) for the post-delivery financing of five of the Kamsarmax vessels currently under construction (Note 5). The ESUN $130,000 Facility will mature seven years after drawdown date and will be secured by first priority mortgages on five of the vessels under construction when delivered.
iv) ABN Revolving Facility:
On May 30, 2025, the Company entered into an agreement with ABN AMRO Bank N.V. (“ABN AMRO”) for a senior secured revolving credit facility in a principal amount of up to $50,000 (the “ABN Revolving Facility”) in order to finance working capital requirements. Amounts under the ABN Revolving Facility are available to be drawn for, and are repayable within, 12 months from the date of the agreement, with an option to extend the repayment for an additional 12 months upon mutual agreement. Each amount drawn under the ABN Revolving Facility will be secured by first priority mortgage on the vessels Star Eva, Star Aphrodite, Star Lydia and Star Nicole.
v) NBG Revolving Facility:
On June 25, 2025, the Company entered into an agreement with National Bank of Greece S.A. (“NBG”) for a secured revolving credit facility in a principal amount of up to $65,000 (the “NBG Revolving Facility”) in order to finance working capital requirements. The NBG Revolving Facility is available for three years after the date of the agreement, and each amount drawn under the facility will be repayable within one year from the date of such borrowing. Each drawn amount under the NBG Revolving Facility will be secured by first priority mortgage on the vessels Star Pauline, Star Borneo, Star Marilena, Star Bueno, Star Angie, Star Kamila, Star Sophia and Star Nina.
F-16
Table of Contents
STAR BULK CARRIERS CORP.
Notes to Unaudited Interim Condensed Consolidated Financial Statements
September 30, 2025
(Expressed in thousands of U.S. dollars except for share and per share data, unless otherwise stated)
8. Long-term bank loans & Revolving facilities - continued:
Prepayments
In addition to the scheduled repayments during the nine-month period ended September 30, 2025 and in connection with the refinancing described above and the sale of vessels described in Note 5, the Company prepaid the following amounts: i) $35,715 corresponding to the outstanding amount under the ABN AMRO $97,150 Facility secured by the vessels Star Eva, Star Aphrodite, Star Lydia and Star Nicole, ii) $154,920 corresponding to the outstanding amount under the then existing ING Facility, iii) $7,800 corresponding to the outstanding amount of the then existing SEB $39,000 Facility secured by the vessels Star
Marilena, Star Borneo and Star Bueno, iv\) $28,410 corresponding to the total outstanding loan amount of the vessels Star Luna, Star Astrid, Star Genesis, Star
Electra and Star Monica under the DNB $107,500 Facility and v\) $50,137 corresponding to the respective outstanding loan amounts of the vessels agreed to be sold as discussed in Note 5.
As of December 31, 2024 and September 30, 2025, the Company was required to maintain minimum liquidity, not legally restricted, of $75,500 and $69,500, respectively, which is included within “Cash and cash equivalents” in the consolidated balance sheets. In addition, as of December 31, 2024 and September 30, 2025, the Company was required to maintain a minimum liquidity, legally restricted (including the cash collateral required under certain of the Company’s forward freight agreements (“FFAs”), as described in Note 13), of $15,814 and $14,804, respectively. The decrease in restricted cash is mainly attributable to the decrease in collateral required under certain of the Company’s financial instruments (Note 13).
As of September 30, 2025, the Company was in compliance with the applicable financial and other covenants contained in its bank loan agreements and lease financings (Note 7), which are described above and in Note 8 of the Company’s consolidated financial statements for the year ended December 31, 2024, included in the 2024 Annual Report.
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 7) and taking into account the interest rate swaps, for the nine-month periods ended September 30, 2024 and 2025 was 6.59% and 5.95%, respectively. The commitment fees incurred during the nine-month periods ended September 30, 2024 and 2025 were nil and $130, respectively. As of September 30, 2025, the Company had an aggregate amount of $245,000 available to be drawn under the i) ESUN $130,000 Facility, ii) the ABN Revolving Facility and iii) the NBG Revolving Facility.
F-17
Table of Contents
STAR BULK CARRIERS CORP.
Notes to Unaudited Interim Condensed Consolidated Financial Statements
September 30, 2025
(Expressed in thousands of U.S. dollars except for share and per share data, unless otherwise stated)
8. Long-term bank loans & Revolving facilities - continued:
The principal payments required to be made after September 30, 2025 for the outstanding bank debt as of that date are as follows:
| Twelve month periods ending | Amount | ||
|---|---|---|---|
| September 30, 2026 | $ | 195,437 | |
| September 30, 2027 | 272,020 | ||
| September 30, 2028 | 245,790 | ||
| September 30, 2029 | 195,343 | ||
| September 30, 2030 | 95,260 | ||
| September 30, 2031 and thereafter | 54,858 | ||
| Total Long-term bank loans & Revolving facilities | $ | 1,058,708 | |
| Unamortized loan issuance costs | (5,608 | ) | |
| Total Long-term bank loans & Revolving facilities, net | $ | 1,053,100 | |
| Current portion of long-term bank loans & Revolving facilities | 195,437 | ||
| Total current portion of long term debt | 195,437 | ||
| Long-term bank loans & Revolving facilities, net of current portion and unamortized loan issuance costs | 857,663 |
The amounts of “Interest and finance costs” included in the unaudited interim condensed consolidated income statements are analyzed as follows:
| Nine months<br><br> <br>ended September 30, | ||||||
|---|---|---|---|---|---|---|
| 2024 | 2025 | |||||
| Interest on financing agreements | $ | 72,249 | $ | 54,290 | ||
| Less: Interest capitalized | (861 | ) | (1,114 | ) | ||
| Reclassification adjustments of interest rate swap loss/(gain) transferred to Interest and finance costs from Other Comprehensive Loss | (4,287 | ) | (551 | ) | ||
| Amortization of debt (loan & lease) issuance costs | 2,664 | 2,419 | ||||
| Other bank and finance charges | 746 | 778 | ||||
| Interest and finance costs | $ | 70,511 | $ | 55,822 |
During the nine-month period ended September 30, 2025, in connection with the loan prepayments described above, the Company wrote off an amount of $1,094 of unamortized debt issuance costs and incurred prepayment fees of $75, which are included under “Gain/(Loss) on debt extinguishment, net” in the unaudited interim condensed consolidated income statement for the corresponding period. During the nine-month period ended September 30, 2024, the Company wrote off an amount of $954 of unamortized debt issuance costs and incurred other expenses of $58 in connection with certain loan prepayments, which are included under “Gain/(Loss) on debt extinguishment, net” in the unaudited interim condensed consolidated income statement for the corresponding period.
F-18
Table of Contents
STAR BULK CARRIERS CORP.
Notes to Unaudited Interim Condensed Consolidated Financial Statements
September 30, 2025
(Expressed in thousands of U.S. dollars except for share and per share data, unless otherwise stated)
9. Preferred and Common Shares and Additional Paid-in Capital:
Details of the Company’s preferred shares and common shares are discussed in Note 9 of the Company’s consolidated financial statements for the year ended December 31, 2024, included in the 2024 Annual Report.
During the nine-month period ended September 30, 2025, the Company issued 1,237,715 common shares to the Company’s directors and employees in connection with its equity incentive plans (Note 11).
On August 6, 2025, the Company’s Board of Directors cancelled the previous share repurchase program under which $20,376 was still outstanding to be repurchased and authorized a new share repurchase program, with similar terms, of up to an aggregate of $100,000 (together with the previous authorized share repurchase programs, the “Share Repurchase Program”). The timing and amount of any repurchases will be in the sole discretion of the Company’s management team, and will depend on legal requirements, market conditions, the share price, alternative uses of capital and other factors. The Company is not obligated under the terms of the Share Repurchase Program to repurchase any of its common shares. The Share Repurchase Program has no expiration date and may be suspended or terminated by the Company’s Board of Directors at any time without prior notice. Common shares purchased as part of this program will be cancelled by the Company.
During the nine-month period ended September 30, 2025, under the Share Repurchase Program, as described above, the Company repurchased 4,657,903 common shares in open market transactions at an average price of $16.20 per share for an aggregate consideration of $75,467, including commissions. All repurchased shares under the Share Repurchase Program were cancelled and removed from the Company’s share capital as of September 30, 2025.
Pursuant to its dividend policy, during the nine-month period ended September 30, 2025, the Company declared and paid cash dividends of $21,829, or $0.19 per common share.
F-19
Table of Contents
STAR BULK CARRIERS CORP.
Notes to Unaudited Interim Condensed Consolidated Financial Statements
June 30, 2025
(Expressed in thousands of U.S. dollars except for share and per share data, unless otherwise stated)
10. Earnings per Share:
The computation of basic earnings per share is based on the weighted average number of common shares outstanding for the nine-month periods ended September 30, 2024 and 2025. 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:
| Nine months<br><br> <br>ended September 30, | ||||
|---|---|---|---|---|
| 2024 | 2025 | |||
| Income : | ||||
| Net income | $ | 262,208 | $ | 19,020 |
| Basic earnings per share: | ||||
| Weighted average common shares outstanding, basic | 103,364,099 | 115,551,743 | ||
| Basic earnings per share | $ | 2.54 | $ | 0.16 |
| Effect of dilutive securities: | ||||
| Dilutive potential common shares | 2,181,573 | 356,578 | ||
| Weighted average common shares outstanding, diluted | 105,545,672 | 115,908,321 | ||
| Diluted earnings per share | $ | 2.48 | $ | 0.16 |
F-20
Table of Contents
STAR BULK CARRIERS CORP.
Notes to Unaudited Interim Condensed Consolidated Financial Statements
September 30, 2025
(Expressed in thousands of U.S. dollars except for share and per share data, unless otherwise stated)
11. Equity Incentive Plans:
Details of the Company’s equity incentive plans and share awards granted through December 31, 2024 are discussed in Note 11 of the Company’s consolidated financial statements for the year ended December 31, 2024, included in the 2024 Annual Report.
In May 2025, the Company’s Board of Directors adopted the 2025 Equity Incentive Plan (the “2025 Plan”) and reserved for issuance 1,245,000 common shares thereunder. On May 7, 2025, all of the 1,245,000 restricted common shares were granted to certain directors, officers and employees, of which 717,450 restricted common shares vest in November 2025, 403,947 restricted common shares vest in May 2026 and the remaining 123,603 common shares vest in May 2028. The fair value of each share was $14.96 based on the closing price of the Company’s common shares on the grant date.
The share-based compensation cost for the nine-month periods ended September 30, 2024 and 2025, which is included under “General and administrative expenses” in the unaudited interim condensed consolidated income statements, amounted to $13,271 and $13,681, respectively.
A summary of the status of the Company’s non-vested restricted shares as of September 30, 2025 and the movement during the nine-month period ended September 30, 2025 is presented below.
| Number of<br><br> <br>shares | Weighted Average Grant<br><br> <br>Date Fair Value | ||||
|---|---|---|---|---|---|
| Unvested as at January 1, 2025 | 358,791 | $ | 24.97 | ||
| Granted | 1,680,450 | 14.96 | |||
| Vested | (666,741 | ) | 18.95 | ||
| Unvested as at September 30, 2025 | 1,372,500 | $ | 15.64 |
As of September 30, 2025, the estimated compensation cost relating to non-vested restricted share awards not yet recognized is $8,559 and is expected to be recognized over the weighted average period of 0.96 years. During the nine-month period ended September 30, 2025, the Company paid $170 for dividends to shareholders of non-vested shares.
F-21
Table of Contents
STAR BULK CARRIERS CORP.
Notes to Unaudited Interim Condensed Consolidated Financial Statements
September 30, 2025
(Expressed in thousands of U.S. dollars except for share and per share data, unless otherwise stated)
12. 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 of September 30, 2025.
Charter party arrangements:
| Twelve month periods ending September 30, | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| + inflows/ - outflows | Total | 2026 | 2027 | 2028 | 2029 | 2030 | 2031 and<br><br> <br>thereafter | |||||||
| Future, minimum, non-cancellable charter revenues (1) | $ | 164,829 | $ | 153,516 | $ | 11,313 | $ | - | $ | - | $ | - | $ | - |
| Total | $ | 164,829 | $ | 153,516 | $ | 11,313 | $ | - | $ | - | $ | - | $ | - |
| (1) | The amounts represent the minimum contractual charter revenues to be generated from the existing, as of September 30, 2025, non-cancellable time charter agreements, until their expiration, net of address commission, assuming no off-hire<br> 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,<br> in compliance with ASC 842, and do not reflect relevant index charter rate information prevailing as of September 30, 2025 and ii) the remaining minimum duration of each non-cancellable time charter agreement. | |||||||||||||
| --- | --- |
Other commitments:
| Twelve month periods ending September 30, | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| + inflows/ - outflows | Total | 2026 | 2027 | 2028 | 2029 | 2030 | 2031 and<br><br> <br>thereafter | |||||||||
| Future minimum charter-in hire payments (1) | (2,661 | ) | (2,661 | ) | - | - | - | - | - | |||||||
| Vessel BWTS upgrades and ESD (2) | (4,123 | ) | (4,123 | ) | - | - | - | - | - | |||||||
| Total | $ | (6,784 | ) | $ | (6,784 | ) | $ | - | $ | - | $ | - | $ | - | $ | - |
| (1) | The amounts represent the Company’s commitments under the existing, as of September 30, 2025, time charter-in arrangements for third party vessels other than those described in Note 6. | |||||||||||||||
| --- | --- | |||||||||||||||
| (2) | The amounts represent the Company’s commitments as of September 30, 2025 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 September 30, 2025, as described in Note 5 “Vessels and other fixed assets, net and Advances for vessels under construction”.
F-22
Table of Contents
STAR BULK CARRIERS CORP.
Notes to Unaudited Interim Condensed Consolidated Financial Statements
September 30, 2025
(Expressed in thousands of U.S. dollars except for share and per share data, unless otherwise stated)
12. 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.
As part of the Eagle Merger, the Company acquired a subsidiary involved in a legal case concerning environmental compliance. As previously disclosed, that subsidiary has now pleaded guilty to one count alleging failure to maintain an accurate oil record book on board a vessel in violation of The Act to Prevent Pollution from Ships (“APPS”), accepted to enter into the relevant plea agreement (the “Agreement”), pay a fine of $1,750 (for which the Company had already posted a surety bond as security for any potential fines) and serve a four-year term of probation during which eight of the Company’s vessels will be required to adhere to a monitored environmental compliance plan. On October 16, 2025 the U.S. District Court Judge in the Eastern District of Louisiana accepted the guilty plea, approved the Agreement, imposed the agreed upon sentence and placed the subsidiary on a 4-year term of probation with standard and customary conditions of probation. The Company does not believe that this matter will have a material impact on the Company, its financial condition, or results of operations.
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 unaudited interim condensed consolidated financial statements. In accordance with U.S. GAAP, the Company accrues for a contingent liability 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-23
Table of Contents
STAR BULK CARRIERS CORP.
Notes to Unaudited Interim Condensed Consolidated Financial Statements
September 30, 2025
(Expressed in thousands of U.S. dollars except for share and per share data, unless otherwise stated)
13. Fair value measurements and Hedging:
Fair value on a recurring basis:
Interest rate swaps
Details of the Company’s interest rate swaps are discussed in Note 18 of the Company’s consolidated financial statements for the year ended December 31, 2024, included in the 2024 Annual Report.
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)”. On April 1, 2025, all of these were de-designated from cash flow hedges since they no longer met the hedging relationship criteria, and the gain from the de-designated interest rate swaps along with the interest received, which amounted to $751, is separately reflected under “Gain/(Loss) on derivative financial instruments, net” in the unaudited interim condensed consolidated income statement for the corresponding period.
As of September 30, 2025, the Company had no interest rate swaps in place.
In addition, during the nine-month period ended September 30, 2025, in connection with the prepayment of the then existing ING Facility and SEB $39,000 Facility (Note 8), the Company early terminated the two related interest rate swap agreements and recorded a gain of $771, which is included under “Gain/(Loss) on debt extinguishment, net” in the unaudited interim condensed consolidated income statement for the corresponding period.
F-24
Table of Contents
STAR BULK CARRIERS CORP.
Notes to Unaudited Interim Condensed Consolidated Financial Statements
September 30, 2025
(Expressed in thousands of U.S. dollars except for share and per share data, unless otherwise stated)
13. Fair value measurements and Hedging - continued:
Fair value on a recurring basis - continued:
Freight Derivatives and Bunker Swaps
The results of the Company’s freight derivatives and bunker swaps for the nine-month periods ended September 30, 2024 and 2025 and the valuation of their open positions as of December 31, 2024 and September 30, 2025 are presented in the tables below.
The amounts of Gain / (Loss) on interest rate swaps, freight derivatives, foreign currency forward contracts and bunker swaps recognized in the unaudited interim condensed consolidated income statements are analyzed as follows:
| Nine months ended September 30, | ||||||
|---|---|---|---|---|---|---|
| 2024 | 2025 | |||||
| Consolidated Income Statement | ||||||
| Gain/(Loss) on derivative financial instruments, net | ||||||
| Realized gain/(loss) of de-designated accounting hedging relationship of interest rate swaps | 175 | 1,192 | ||||
| Urealized gain/(loss) of de-designated accounting hedging relationship of interest rate swaps | (1,880 | ) | (441 | ) | ||
| Realized gain/(loss) of foreign currency forward contracts | 103 | - | ||||
| Total Gain/(loss) recognized | $ | (1,602 | ) | $ | 751 | |
| Interest and finance costs | ||||||
| Reclassification adjustments of interest rate swap loss/(gain) transferred to Interest and finance costs from Other comprehensive income/(loss) | 4,287 | 551 | ||||
| Total Gain/(loss) recognized | $ | 4,287 | $ | 551 | ||
| Gain/(Loss) on FFAs and bunker swaps, net | ||||||
| Realized gain/(loss) on FFAs | (10,080 | ) | 1,447 | |||
| Realized gain/(loss) on bunker swaps | 63 | 1,811 | ||||
| Unrealized gain/(loss) on FFAs | 5,809 | 608 | ||||
| Unrealized gain/(loss) on bunker swaps | (31 | ) | 340 | |||
| Total Gain/(loss) recognized | $ | (4,239 | ) | $ | 4,206 |
The following table summarizes the valuation of the Company’s financial instruments as of December 31, 2024 and September 30, 2025, based on Level 1 quoted market prices in active markets.
| Quoted Prices in Active Markets for Identical Assets or Liabilities (Level 1) | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| December 31, 2024 | September 30, 2025 | ||||||||
| Balance Sheet Location | (not designated as<br><br> <br>cash flow hedges) | (designated as cash flow hedges) | (not designated as cash flow hedges) | (designated as<br><br> <br>cash flow hedges) | |||||
| ASSETS | |||||||||
| FFAs - current | Derivatives, current asset portion | $ | 65 | $ | - | $ | 673 | $ | - |
| Bunker swaps - current | Derivatives, current asset portion | 63 | - | 403 | - | ||||
| Total | $ | 128 | $ | - | $ | 1,076 | $ | - |
F-25
Table of Contents
STAR BULK CARRIERS CORP.
Notes to Unaudited Interim Condensed Consolidated Financial Statements
September 30, 2025
(Expressed in thousands of U.S. dollars except for share and per share data, unless otherwise stated)
13. Fair value measurements and Hedging - continued:
Fair value on a recurring basis - continued:
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, 2024 and September 30, 2025 amounted to $732 and $35, respectively, and are included within “Restricted cash, current” in the consolidated balance sheets (Note 8).
The following table summarizes the valuation of the Company’s derivative financial instruments as of December 31, 2024 and September 30, 2025, based on Level 2 observable market based inputs or unobservable inputs that are corroborated by market data.
| Significant Other Observable Inputs (Level 2) | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| December 31, 2024 | September 30, 2025 | ||||||||
| Balance Sheet Location | (not designated as cash flow hedges) | (designated as cash flow hedges) | (not designated as cash flow hedges) | (designated as<br><br> <br>cash flow hedges) | |||||
| ASSETS | |||||||||
| Interest rate swaps - current | Derivatives, current asset portion | $ | - | $ | 2,049 | $ | - | $ | - |
| Interest rate swaps - non-current | Derivatives, non-current asset portion | - | 330 | - | - | ||||
| Total | $ | - | $ | 2,379 | $ | - | $ | - |
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, revolving facilities and lease financings (Level 2), bearing interest at variable interest rates, approximates their recorded values as of September 30, 2025 due to the variable interest rate nature thereof.
Investment in debt security
In June 2025, the Company acquired a Tier 2 subordinated bond issued by Attica Bank with a principal amount of €800,000 and a fixed annual interest rate of 7.375%. The bond was issued on June 13, 2025, matures on June 13, 2035, and is listed on the Luxembourg Stock Exchange. This investment was made as part of the Company’s short-term cash and liquidity management strategy.
The bond is classified as an available-for-sale (“AFS”) debt security under U.S. GAAP in accordance with ASC 320. The investment is included under “Other current assets” in the consolidated balance sheet as of September 30, 2025 and the unrealized gain/loss of the AFS Debt security is recorded in “Other Comprehensive Income/(Loss)”.
The amortized cost and fair value of AFS debt security, based on its quoted price in active market (Level 1), as of September 30, 2025, are summarized as follows:
| September 30, 2025 | |||||||
|---|---|---|---|---|---|---|---|
| Balance Sheet Location | Amortized Cost | Unrealized gain/(loss) | Fair value | ||||
| AFS Debt Security | Other current assets | $ | 914 | $ | 94 | $ | 1,008 |
| $ | 914 | $ | 94 | $ | 1,008 |
F-26
Table of Contents
STAR BULK CARRIERS CORP.
Notes to Unaudited Interim Condensed Consolidated Financial Statements
September 30, 2025
(Expressed in thousands of U.S. dollars except for share and per share data, unless otherwise stated)
14. Other operational gain:
During the nine-month period ended September 30, 2025, the Company recorded a gain of $14,650 under “Other Operational Gain” in the unaudited interim condensed consolidated income statement. This gain includes: (a) insurance proceeds of $2,298 pursuant to 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 expects to require settlement; (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; and (d) $3,086 derived from various insurance claims. During the nine-month period ended September 30, 2024, the Company recorded a gain of $4,410, primarily derived from various insurance claims.
15. Voyage revenues:
The following table shows the voyage revenues earned from time charters, voyage charters and pool agreements for the nine-month periods ended September 30, 2024 and 2025, as presented in the unaudited interim condensed consolidated income statements:
| Nine months ended September 30, | |||||
|---|---|---|---|---|---|
| 2024 | 2025 | ||||
| Time charters | $ | 527,321 | $ | 501,427 | |
| Voyage charters | 429,891 | 238,622 | |||
| Pool revenues | (670 | ) | 1,864 | ||
| $ | 956,542 | $ | 741,913 |
As of September 30, 2025, trade accounts receivable from voyage charter agreements decreased to $16,494 from $24,512 as of December 31, 2024 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 the lower charter rates prevailing during the nine-month
period ended September 30, 2025. No write-off was recorded in periods presented in connection with the voyage charter agreements.
Further, as of September 30, 2025, capitalized contract fulfilment costs which are recorded under “Other current assets” decreased by $2,402 compared to December 31, 2024, to $2,031 from $4,433. The outstanding balance is mainly affected by the timing of commencement of revenue recognition.
Under ASC 606, unearned voyage charter revenue represents the consideration received for undelivered performance obligations. The Company recorded $6,075 as unearned revenue related to voyages charter agreements in progress as of December 31, 2024, which were recognized in earnings in the nine-month period ended September 30, 2025 as the performance obligations were satisfied in that period. In addition, the Company recorded $6,487 as unearned revenue related to voyage charter agreements in progress as of September 30, 2025, which is presented under “Deferred revenue” in the consolidated balance sheets and will be recognized in earnings within one year as the performance obligations will be satisfied.
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 $41,741 and $23,223 for the nine-month periods ended September 30, 2024 and 2025, respectively, and did not include the fuel cost savings gained from the scrubber-fitted vessels which were employed under voyage charter agreements.
F-27
Table of Contents
STAR BULK CARRIERS CORP.
Notes to Unaudited Interim Condensed Consolidated Financial Statements
September 30, 2025
(Expressed in thousands of U.S. dollars except for share and per share data, unless otherwise stated)
15. Voyage revenues - continued:
Demurrage income for the nine-month periods ended September 30, 2024 and 2025 amounted to $16,179 and $8,778, respectively, and is included within “Voyage charters” in the above table.
The adjustment to 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 nine-month periods ended September 30, 2024 and 2025 was $(649) and $1,864, respectively, and is included within “Pool Revenues” in the table above. The remaining amount of ($21) for the nine-month period ended September 30, 2024, refers to other participation adjustments deriving from profit sharing from participation in charter-in agreements with other parties.
As discussed in Note 1, during the nine-month periods ended September 30, 2024 and 2025, 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 nine-month periods ended September 30, 2024 and 2025 amounted to $57,292 and $64,134, respectively, and are included in “Voyage revenues” in the consolidated income statements, out of which $22,335 and $29,041, respectively, constitute sublease income deriving from time charter agreements.
F-28
Table of Contents
STAR BULK CARRIERS CORP.
Notes to Unaudited Interim Condensed Consolidated Financial Statements
September 30, 2025
(Expressed in thousands of U.S. dollars except for share and per share data, unless otherwise stated)
16. Subsequent Events:
| a) | On October 21, 2025, the Company prepaid $6,935 corresponding to the outstanding loan amount of the vessel Star Wave under the CEXIM $57,564 Facility. |
|---|---|
| b) | On October 21, 2025 and October 31, 2025, the vessels Star Runner and Star Sandpiper were delivered to their new owners, respectively. |
| --- | --- |
| c) | In November 2025, the Company entered into a committed term sheet with DNB Bank ASA for a loan facility of up to $100,000 (the “New DNB $100,000 Facility”). The facility amount will be used to refinance the outstanding amount under the<br> existing DNB $100,000 Facility as well as to replenish cash used to prepay the DNB $107,500 Facility (Note 8) and the outstanding loan amount of the vessel Star Wave, as described above. The New DNB<br> $100,000 Facility will mature 5 years after the drawdown and will be secured by first priority mortgages on 13 vessels. |
| --- | --- |
| d) | On October 31, 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<br> vessels that are currently under construction. The three vessels are scheduled to be delivered within the three-month period ending September 30, 2026. |
| --- | --- |
| e) | On November 18, 2025, pursuant to the Company's dividend policy, the Company's Board of Directors declared a quarterly cash dividend of $0.11 per share payable on or about December 18, 2025 to all shareholders<br> of record as of December 5, 2025. |
| --- | --- |
| f) | Subsequent to September 30, 2025, pursuant to the Share Repurchase Program, the Company repurchased 455,071 shares in open market transactions at an average price of $18.5 per share, for an aggregate<br> consideration of $8,417. |
| --- | --- |
F-29
Exhibit 99.2
STAR BULK CARRIERS CORP. REPORTS FINANCIAL RESULTS
FOR THE THIRD QUARTER OF 2025,
AND DECLARES QUARTERLY DIVIDEND OF $0.11 PER SHARE
ATHENS, GREECE, November 18, 2025 – 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 third quarter of 2025. 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,<br><br> (except for daily rates and per share data) | Third quarter 2025 | Third quarter 2024 | Nine months ended September 30, 2025 | Nine months ended September 30, 2024 |
|---|---|---|---|---|
| Voyage Revenues | $263,855 | $344,277 | $741,913 | $956,542 |
| Net income | $18,519 | $81,272 | $19,020 | $262,208 |
| Adjusted Net income ^(1)^ | $32,415 | $82,703 | $37,856 | $244,999 |
| Net cash provided by operating activities | $91,842 | $137,995 | $194,843 | $394,856 |
| EBITDA ^(2)^ | $73,584 | $143,448 | $187,433 | $440,827 |
| Adjusted EBITDA ^(2)^ | $86,818 | $144,355 | $204,734 | $420,784 |
| Earnings per share basic | $0.16 | $0.70 | $0.16 | $2.54 |
| Earnings per share diluted | $0.16 | $0.69 | $0.16 | $2.48 |
| Adjusted earnings per share basic ^(1)^ | $0.29 | $0.71 | $0.33 | $2.37 |
| Adjusted earnings per share diluted ^(1)^ | $0.28 | $0.71 | $0.33 | $2.32 |
| Dividend per share for the relevant period | $0.11 | $0.60 | $0.21 | $2.05 |
| Average Number of Vessels | 141.4 | 155.3 | 146.5 | 141.3 |
| TCE Revenues ^(3)^ | $202,320 | $256,945 | $537,684 | $714,773 |
| Daily Time Charter Equivalent Rate ("TCE") ^(3)^ | $16,634 | $18,843 | $14,190 | $19,209 |
| Daily OPEX per vessel ^(4)^ | $5,209 | $5,287 | $5,091 | $5,225 |
| Daily OPEX per vessel (as adjusted) ^(4)^ | $5,096 | $5,114 | $4,972 | $5,148 |
| Daily Net Cash G&A expenses per vessel ^(5)^ | $1,325 | $1,262 | $1,331 | $1,291 |
| (1) | Adjusted Net income, Adjusted earnings 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<br> 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<br> 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<br> 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<br> 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<br> 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<br> vessel operating expenses excluding pre-delivery expenses for each vessel on acquisition or change of management, if any, by Ownership days. In the future we may incur expenses that are the same as or similar to certain expenses (as<br> described above) that were previously excluded. | |||
| --- | --- | |||
| (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<br> 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<br> 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:
“Star Bulk reported Net Income of $18.5 million, EBITDA of $73.6 million and a TCE per vessel per day of $16,634 for the third quarter 2025.
In October 2025, we agreed to acquire three Kamsarmax newbuilding resales under construction at a leading Chinese yard. The vessels were secured at attractive prices and deliveries scheduled for Q3 2026. These acquisitions form part of our ongoing strategy to renew and modernize our fleet on an opportunistic basis, enhancing both our overall efficiency and long-term earnings potential.
In line with our capital allocation framework, we remain committed to returning capital to shareholders. We declared a dividend of $0.11 per share - our 19th consecutive dividend payment- bringing cumulative dividends since 2021 to $13.12/share. At the same time, we continue to execute on our share repurchase program, deploying approximately $82.1 million to acquire and retire ~ 5 million shares year to date. We still have $91.4 million outstanding under our latest share repurchase program.
The dry bulk market has been impacted by geopolitical tensions, including the U.S. and Chinese port fee measures and the postponement of the decision on the IMO net Zero Framework. Despite these near-term uncertainties, we believe the medium-term fundamentals are robust. Renewal needs are increasing due to a rapidly aging fleet and fleet growth will remain restricted. Well-capitalized owners like Star Bulk are ideally placed to act and create lasting shareholder value should opportunities arise.”
Recent Developments
Declaration of Dividend
On November 18, 2025, pursuant to our dividend policy, our Board of Directors declared a quarterly cash dividend of $0.11 per share, payable on or about December 18, 2025 to all shareholders of record as of December 5, 2025.
Share Repurchase Program & Shares Outstanding Update
As previously announced, on August 6, 2025, our Board of Directors approved a new share repurchase program (the “New Share Repurchase Program”) authorizing up to an aggregate of $100.0 million in repurchases. In September and October 2025, we repurchased and cancelled 462,476 common shares in open market transactions at an average price of $18.47 per share for an aggregate consideration, including commissions, of $8.6 million pursuant to the New Share Repurchase Program.
As of the date of this release, we have 113,847,448 shares outstanding and $91.4 million outstanding under our New Share Repurchase Program.
Fleet Update
Vessels’ S&P
In connection with the previously announced vessel sales, the vessels Star Nighthawk, Star Danai and Star Goal were delivered to their new owners in the third quarter of 2025, while Star Runner and Star Sandpiper were delivered in October 2025.
The Company collected approximately $25.0 million in vessel sale proceeds, net of address commissions, in October 2025 in connection with the aforementioned vessel deliveries.
On October 31, 2025, we 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, currently under construction. Delivery of these vessels is scheduled progressively within the third quarter of 2026.
Financing
During the third quarter of 2025, we made debt prepayments of approximately $47.8 million in connection with the refinancing of our $107.5 million term loan facility (the “DNB $107.5 million Facility”) with DNB Bank ASA (“DNB”), as further described below, as well as with the previously announced vessel sales. In October 2025, we made an additional prepayment of $6.9 million in connection with the vessel Star Wave as described below.
In November 2025, we entered into a committed term sheet with DNB for a loan facility of up to $100.0 million (the “New DNB $100.0 million Facility”). The facility amount will be used to refinance the outstanding amount under the existing $100.0 million loan facility with DNB, as well as to replenish cash used to prepay the DNB $107.5 million Facility and the outstanding loan amount of the vessel Star Wave. The New DNB $100.0 million Facility will mature 5 years after the drawdown and will be secured by first priority mortgages on 13 vessels.
Upon the completion of the aforementioned refinancings, we will have 15 unencumbered vessels.
Vessel Employment Overview
Our TCE rate per day^1^ per main vessel category was as follows:
| Third quarter 2025 | Nine months ended September 30, 2025 | |
|---|---|---|
| Capesize / Newcastlemax Vessels: | $ 24,646 | $ 22,314 |
| Post Panamax / Kamsarmax / Panamax Vessels: | $ 13,602 | $ 11,612 |
| Ultramax / Supramax Vessels: | $ 13,982 | $ 12,180 |
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 114,247,725 and 117,086,980 weighted average diluted shares for the third quarter of 2025 and 2024, respectively.
Third Quarter 2025 and 2024 Results
For the third quarter of 2025, we had net income of $18.5 million, or $0.16 earnings per share, compared to net income for the third quarter of 2024 of $81.3 million, or $0.69 earnings per share. Adjusted net income, which excludes certain non-cash items, was $32.4 million, or $0.28 earnings per share, for the third quarter of 2025, compared to an adjusted net income of $82.7 million for the third quarter of 2024, or $0.71 earnings per share.
Net cash provided by operating activities for the third quarter of 2025 was $91.8 million, compared to $138.0 million for the third quarter of 2024. Adjusted EBITDA, which excludes certain non-cash items, was $86.8 million for the third quarter of 2025, compared to $144.4 million for the third quarter of 2024.
Voyage revenues for the third quarter of 2025 decreased to $263.9 million from $344.3 million in the third quarter of 2024 and Time charter equivalent revenues (“TCE Revenues”)^1^ decreased to $202.3 million for the third quarter of 2025, compared to $256.9 million for the third quarter of 2024, mainly driven by the decrease in the average number of vessels in our fleet to 141.4 from 155.3 during the relevant periods and the decreased charter rates. TCE rate for the third quarter of 2025 was $16,634 compared to $18,843 for the third quarter of 2024, which is indicative of the weaker market conditions prevailing during the recent quarter.
Charter-in hire expenses for the third quarter of 2025 increased to $15.4 million from $14.8 million in the third quarter of 2024. This increase is mainly attributable to the increase in charter-in days to 899 in the third quarter of 2025 from 870 in the corresponding period in 2024.
Vessel operating expenses for the third quarters of 2025 and 2024 amounted to $67.8 million and $75.5 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 $5,096 for the third quarter of 2025 compared to $5,114 for the corresponding period of 2024.
Dry docking expenses for the third quarter of 2025 were $28.1 million, compared to $20.1 million for the corresponding period in 2024. A total of 14 vessels completed their scheduled periodic dry docking surveys during the third quarter of 2025, including two dry dockings that commenced in the second quarter of 2025, while a total of 14 vessels completed their scheduled periodic dry docking surveys during the third quarter of 2024, including five dry dockings that commenced in the second quarter of 2024. The higher expenses in the recent quarter primarily reflect the dry docking of larger vessels, which resulted in increased costs per vessel. In addition, the dry docking for nine of our vessels was in progress as of quarter end, further contributing to the overall increase.
^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.
General and administrative expenses for the third quarters of 2025 and 2024 were $19.7 million and $21.6 million, respectively, which included share-based compensation of $7.3 million in the third quarter of 2025 and $7.6 million in the third quarter of 2024. Vessel management fees in the third quarter of 2025 increased to $5.9 million compared to $5.0 million for the corresponding period in 2024. 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 third quarter of 2025 amounted to $1,325 compared to $1,262 for the corresponding period of 2024. While the absolute amount of net cash general and administrative expenses, including management fees, decreased by $0.7 million as compared to the prior period ($18.4 million in the third quarter of 2025 versus $19.1 million in the third quarter of 2024), the increase in the daily figures was primarily attributable to a) the higher EUR/USD exchange rate prevailing during the recent quarter ($1.167 average EUR/USD rate in the third quarter of 2025 versus $1.097 average EUR/USD rate in the third quarter of 2024) and b) the fact that we had 14 fewer vessels on average during the third quarter of 2025 versus the third quarter of 2024.
Depreciation expense decreased to $41.8 million for the third quarter of 2025 compared to $44.5 million for the corresponding period in 2024. The decrease is driven by the decrease in the average number of vessels in our fleet, as discussed above.
Our results for the third quarter of 2025 include a loss from sale of vessels of $5.3 million in connection with the completion of vessel sales and the delivery to their new owners during the quarter, as described above under the section “Fleet Update”. During the third quarter of 2024, we recognized an aggregate gain of $9.1 million resulting from the completion of vessel sales.
A loss on write-down of inventories of $4.6 million was recognized during the third quarter of 2024 in connection with the valuation of the bunkers remaining on board our vessels as of quarter end. No such loss was incurred in the third quarter of 2025.
Interest and finance costs for the third quarters of 2025 and 2024 were $17.7 million and $24.4 million, respectively. The decrease was primarily driven by a reduction in loan interest expense resulting from the lower weighted average outstanding indebtedness and reduced weighted average interest rates during the respective periods, partially offset by the absence of interest income from hedged interest rate swaps, as we terminated our remaining swaps in early July 2025.
Interest income and other income/(loss) for the third quarters of 2025 and 2024 amounted to $4.3 million and $7.1 million, respectively. The decrease in interest income and other income/(loss) is primarily attributable to i) lower realized foreign exchange gain by $1.2 million during the recent quarter and ii) lower interest income earned during the third quarter of 2025 compared to the corresponding period in 2024.
Unaudited Consolidated Income Statements
| (Expressed in thousands of U.S. dollars except for share and per share data) | Third quarter 2025 | Third quarter 2024 | Nine months ended September 30, 2025 | Nine months ended September 30, 2024 |
|---|---|---|---|---|
| Revenues: | ||||
| Voyage revenues | $ 263,855 | $ 344,277 | $ 741,913 | $ 956,542 |
| Total revenues | 263,855 | 344,277 | 741,913 | 956,542 |
| Expenses: | ||||
| Voyage expenses | (46,717) | (70,512) | (158,881) | (199,940) |
| Charter-in hire expenses | (15,396) | (14,819) | (48,606) | (31,812) |
| Vessel operating expenses | (67,760) | (75,536) | (203,657) | (202,235) |
| Dry docking expenses | (28,059) | (20,103) | (73,762) | (42,472) |
| Depreciation | (41,801) | (44,483) | (127,363) | (120,020) |
| Management fees | (5,918) | (4,980) | (17,412) | (13,676) |
| General and administrative expenses | (19,743) | (21,617) | (53,240) | (51,792) |
| Gain/(Loss) on forward freight agreements and bunker swaps, net | (129) | 77 | 4,206 | (4,239) |
| Other operational loss | (2,174) | (491) | (3,764) | (1,392) |
| Other operational gain | 923 | 2,668 | 14,650 | 4,410 |
| Gain/(Loss) on sale of vessels | (5,255) | 9,061 | (13,953) | 31,999 |
| Loss on write-down of inventory | - | (4,602) | - | (4,602) |
| Operating income | 31,826 | 98,940 | 60,131 | 320,771 |
| Interest and finance costs | (17,689) | (24,399) | (55,822) | (70,511) |
| Interest income and other income/(loss) | 4,339 | 7,064 | 14,426 | 14,410 |
| Gain/(Loss) on derivative financial instruments, net | 305 | (356) | 751 | (1,602) |
| Gain/(Loss) on debt extinguishment, net | (219) | (2) | (405) | (1,012) |
| Total other expenses, net | (13,264) | (17,693) | (41,050) | (58,715) |
| Income before taxes and equity in income/(loss) of investee | $ 18,562 | $ 81,247 | $ 19,081 | $ 262,056 |
| Income tax (expense)/refund | - | - | - | 116 |
| Income before equity in income/(loss) of investee | 18,562 | 81,247 | 19,081 | 262,172 |
| Equity in income/(loss) of investee | (43) | 25 | (61) | 36 |
| Net income | $ 18,519 | $ 81,272 | $ 19,020 | $ 262,208 |
| Earnings per share, basic | $ 0.16 | $ 0.70 | $ 0.16 | $ 2.54 |
| Earnings per share, diluted | $ 0.16 | $ 0.69 | $ 0.16 | $ 2.48 |
| Weighted average number of shares outstanding, basic | 113,521,880 | 116,634,579 | 115,551,743 | 103,364,099 |
| Weighted average number of shares outstanding, diluted | 114,247,725 | 117,086,980 | 115,908,321 | 105,545,672 |
Unaudited Consolidated Condensed Balance Sheet Data
| (Expressed in thousands of U.S. dollars) | ||
|---|---|---|
| ASSETS | September 30, 2025 | December 31, 2024 |
| Cash and cash equivalents and restricted cash, current | $ 452,539 | $ 436,284 |
| Other current assets (including investment in debt security of $1,008 and nil, respectively) | 185,887 | 222,689 |
| TOTAL CURRENT ASSETS | 638,426 | 658,973 |
| Advances for vessels under construction | 34,314 | 27,526 |
| Vessels and other fixed assets, net | 2,946,405 | 3,208,357 |
| Restricted cash, non-current | 4,615 | 4,596 |
| Other non-current assets | 166,318 | 186,926 |
| TOTAL ASSETS | $ 3,790,078 | $ 4,086,378 |
| Current portion of long-term bank loans and lease financing | 198,168 | 223,878 |
| Other current liabilities | 171,971 | 175,934 |
| TOTAL CURRENT LIABILITIES | $ 370,139 | $ 399,812 |
| Long-term bank loans and lease financing non-current (net of unamortized deferred finance fees of $5,632 and $7,657, respectively) | 868,166 | 1,047,659 |
| Other non-current liabilities | 136,357 | 157,132 |
| TOTAL LIABILITIES | $ 1,374,662 | $ 1,604,603 |
| SHAREHOLDERS' EQUITY | 2,415,416 | 2,481,775 |
| TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $ 3,790,078 | $ 4,086,378 |
Unaudited Consolidated Condensed Cash Flow Data
| (Expressed in thousands of U.S. dollars) | Nine months ended<br><br> <br>September 30, 2025 | Nine months ended<br><br> <br>September 30, 2024 | |
|---|---|---|---|
| Net cash provided by / (used in) operating activities | $ 194,843 | $ 394,856 | |
| Acquisition of other fixed assets | (215) | (326) | |
| Capital expenditures for acquisitions/vessel modifications/upgrades and advances for vessels under construction | (25,602) | (47,374) | |
| Cash proceeds from vessel sales | 141,540 | 253,549 | |
| Investment in debt security | (914) | - | |
| Cash received from Eagle Merger | - | 104,325 | |
| Hull and machinery insurance proceeds | 12,147 | 3,420 | |
| Net cash provided by / (used in) investing activities | 126,956 | 313,594 | |
| Proceeds from new debt | 248,000 | 388,120 | |
| Scheduled debt repayment | (158,242) | (149,319) | |
| Debt prepayment due to refinancing and vessel sales | (296,984) | (131,741) | |
| Prepayment of Eagle assumed debt | - | (375,500) | |
| Financing and debt extinguishment fees paid | (1,003) | (3,695) | |
| Offering expenses | - | (85) | |
| Repurchase of common shares | (75,467) | (19,249) | |
| Dividends paid | (21,829) | (206,194) | |
| Net cash provided by / (used in) financing activities | (305,525) | (497,663) |
Summary of Selected Data
| Third quarter 2025 | Third quarter 2024 | Nine months ended September 30, 2025 | Nine months ended September 30, 2024 | |
|---|---|---|---|---|
| Average number of vessels (1) | 141.4 | 155.3 | 146.5 | 141.3 |
| Number of vessels (2) | 139 | 154 | 139 | 154 |
| Average age of operational fleet (in years) (3) | 12.5 | 11.9 | 12.5 | 11.9 |
| Ownership days (4) | 13,008 | 14,288 | 40,006 | 38,708 |
| Available days (5) | 12,163 | 13,636 | 37,893 | 37,210 |
| Charter-in days (6) | 899 | 870 | 2,928 | 1,793 |
| Daily Time Charter Equivalent Rate (7) | $16,634 | $18,843 | $14,190 | $19,209 |
| Daily OPEX per vessel (8) | $5,209 | $5,287 | $5,091 | $5,225 |
| Daily OPEX per vessel (as adjusted) (8) | $5,096 | $5,114 | $4,972 | $5,148 |
| Daily Net Cash G&A expenses per vessel (9) | $1,325 | $1,262 | $1,331 | $1,291 |
(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 expense, 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. 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) Daily OPEX per vessel is calculated by dividing vessel operating expenses by Ownership days. 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. We exclude the abovementioned expenses that may occur occasionally from our Daily OPEX per vessel, since these generally represent items that we would not anticipate occurring as part of our normal business 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 with respect to our operating cost performance since such measure eliminates the effects of the items described above, which may vary from period to period, are not part of our daily business and derive from reasons unrelated to overall operating performance. In the future we may incur expenses that are the same as or similar to certain expenses (as described above) that were previously excluded. Vessel operating expenses for the third quarter of 2025 included pre-delivery expenses due to change of management of $1.5 million, compared to $2.5 million of pre-delivery expenses incurred in the third quarter of 2024 due to change of management and acquisition of the Eagle fleet. Vessel operating expenses for the nine-month period ended September 30, 2025 included pre-delivery expenses due to change of management of $4.7 million, compared to $3.0 million of pre-delivery expenses incurred in the nine-month period ended September 30, 2024 due to change of management and acquisition of the Eagle fleet.
(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 with respect to our financial performance since such measure eliminates the effects of non-cash items which may vary from period to period, are not part of our daily business and derive from reasons unrelated to overall operating performance. In the future we may incur expenses that are the same as or similar to certain expenses (as described above) that were 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 vessels, share-based compensation expense, impairment loss, loss from bad debt, unrealized gain/(loss) on derivatives and the equity in income/(loss) of investee, write-off of accruals and current liabilities and other non-cash charges, if any, which may vary from period to period and for different companies and because these items do not reflect operational cash inflows and outflows of our fleet.
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 other similarly titled captions of 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) | Third quarter 2025 | Third quarter 2024 | Nine months ended September 30, 2025 | Nine months ended September 30, 2024 |
|---|---|---|---|---|
| Net cash provided by/(used in) operating activities | $ 91,842 | $ 137,995 | $ 194,843 | $ 394,856 |
| Net decrease/(increase) in operating assets | (4,672) | (2,674) | (22,864) | (18,432) |
| Net increase/(decrease) in operating liabilities, excluding operating lease liability and including other non-cash charges | (12,145) | (7,503) | (5,069) | (9,478) |
| Gain/(Loss) on debt extinguishment, net | (219) | (2) | (405) | (1,012) |
| Share – based compensation | (7,250) | (7,554) | (13,681) | (13,271) |
| Amortization of debt (loans & leases) issuance costs | (786) | (973) | (2,419) | (2,664) |
| Unrealized gain/(loss) on forward freight agreements and bunker swaps, net | (707) | 2,078 | 948 | 5,778 |
| Unrealized gain/(loss) on interest rate swaps, net | (487) | (524) | (441) | (1,880) |
| Total other expenses, net | 13,264 | 17,693 | 41,050 | 58,715 |
| Write-off of accruals and current liabilities | - | - | 9,266 | - |
| Income tax expense/(refund) | - | - | - | (116) |
| Gain/(Loss) on sale of vessels | (5,255) | 9,061 | (13,953) | 31,999 |
| Gain from Hull & Machinery claim | 42 | 428 | 219 | 898 |
| Loss on write-down of inventory | - | (4,602) | - | (4,602) |
| Equity in income/(loss) of investee | (43) | 25 | (61) | 36 |
| EBITDA | $ 73,584 | $ 143,448 | $ 187,433 | $ 440,827 |
| Equity in (income)/loss of investee | 43 | (25) | 61 | (36) |
| Unrealized (gain)/loss on forward freight agreements and bunker swaps, net | 707 | (2,078) | (948) | (5,778) |
| (Gain)/Loss on sale of vessels | 5,255 | (9,061) | 13,953 | (31,999) |
| Loss on write-down of inventory | - | 4,602 | - | 4,602 |
| Write-off of accruals and current liabilities | - | - | (9,266) | - |
| Share-based compensation | 7,250 | 7,554 | 13,681 | 13,271 |
| Other non-cash charges | (21) | (85) | (180) | (103) |
| Adjusted EBITDA | $ 86,818 | $ 144,355 | $ 204,734 | $ 420,784 |
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 gain/(loss) on sale of assets, unrealized gain/(loss) on derivatives, impairment loss, write-off of accruals and current liabilities, if any, which may vary from period to period for reasons unrelated to overall operating performance. In addition, we believe that the presentation of the respective measure provides investors with supplemental data relating to our results of operations, and therefore, with a more complete understanding of 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 other similarly titled captions of other companies. In the future, we may incur expenses that are the same as or similar to certain expenses, as described above, that were previously excluded.
| (Expressed in thousands of U.S. dollars except for share and per share data) | ||||
|---|---|---|---|---|
| Third quarter 2025 | Third quarter 2024 | Nine months ended September 30, 2025 | Nine months ended September 30, 2024 | |
| Net income | $ 18,519 | $ 81,272 | $ 19,020 | $ 262,208 |
| Share – based compensation | 7,250 | 7,554 | 13,681 | 13,271 |
| Other non-cash charges | (21) | (85) | (180) | (103) |
| Unrealized (gain)/loss on forward freight agreements and bunker swaps, net | 707 | (2,078) | (948) | (5,778) |
| Unrealized (gain)/loss on interest rate swaps, net | 487 | 524 | 441 | 1,880 |
| Gain/(Loss) on sale of vessels | 5,255 | (9,061) | 13,953 | (31,999) |
| Write-off of accruals and current liabilities | - | - | (9,266) | - |
| Loss on write-down of inventory | - | 4,602 | - | 4,602 |
| (Gain)/Loss on debt extinguishment, net (non-cash) | 175 | - | 1,094 | 954 |
| Equity in (income)/loss of investee | 43 | (25) | 61 | (36) |
| Adjusted Net income | $ 32,415 | $ 82,703 | $ 37,856 | $ 244,999 |
| Weighted average number of shares outstanding, basic | 113,521,880 | 116,634,579 | 115,551,743 | 103,364,099 |
| Weighted average number of shares outstanding, diluted | 114,247,725 | 117,086,980 | 115,908,321 | 105,545,672 |
| Adjusted earnings per share basic | $ 0.29 | $ 0.71 | $ 0.33 | $ 2.37 |
| Adjusted earnings per share diluted | $ 0.28 | $ 0.71 | $ 0.33 | $ 2.32 |
Voyage Revenues to Daily Time Charter Equivalent (“TCE”) Reconciliation
| (In thousands of U.S. Dollars, except for TCE rates) | Third quarter 2025 | Third quarter 2024 | Nine months ended September 30, 2025 | Nine months ended September 30, 2024 |
|---|---|---|---|---|
| Voyage revenues | $ 263,855 | $ 344,277 | $ 741,913 | $ 956,542 |
| Less: | ||||
| Voyage expenses | (46,717) | (70,512) | (158,881) | (199,940) |
| Charter-in hire expenses | (15,396) | (14,819) | (48,606) | (31,812) |
| Realized gain/(loss) on FFAs/bunker swaps, net | 578 | (2,001) | 3,258 | (10,017) |
| Time Charter equivalent revenues | $ 202,320 | $ 256,945 | $ 537,684 | $ 714,773 |
| Available days | 12,163 | 13,636 | 37,893 | 37,210 |
| Daily Time Charter Equivalent Rate ("TCE") | $ 16,634 | $ 18,843 | $ 14,190 | $ 19,209 |
Daily Net Cash G&A expenses per vessel Reconciliation
| (In thousands of U.S. Dollars, except for daily rates) | Third quarter 2025 | Third quarter 2024 | Nine months ended September 30, 2025 | Nine months ended September 30, 2024 |
|---|---|---|---|---|
| General and administrative expenses | $ 19,743 | $ 21,617 | $ 53,240 | $ 51,792 |
| Plus: | ||||
| Management fees | 5,918 | 4,980 | 17,412 | 13,676 |
| Less: | ||||
| Share – based compensation | (7,250) | (7,554) | (13,681) | (13,271) |
| Other non-cash charges | 21 | 85 | 180 | 103 |
| Net Cash G&A expenses | $ 18,432 | $ 19,128 | $ 57,151 | $ 52,300 |
| Ownership days | 13,008 | 14,288 | 40,006 | 38,708 |
| Charter-in days | 899 | 870 | 2,928 | 1,793 |
| Daily Net Cash G&A expenses per vessel | $ 1,325 | $ 1,262 | $ 1,331 | $ 1,291 |
Conference Call details:
Our management team will host a conference call to discuss our financial results on Wednesday, November 19, 2025, 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 13756808. 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 145 vessels, with an aggregate capacity of 14.4 million dwt consisting of 17 Newcastlemax, 15 Capesize, 1 Mini Capesize, 7 Post Panamax, 45 Kamsarmax, 1 Panamax, 48 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, 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 is 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 to these important factors, other important factors that, in our view, could cause actual results to differ materially from those discussed in the forward-looking statements include the possibility that the expected synergies and value creation from the Eagle Merger will not be realized, or will not be realized within the expected time period; the possibility that additional unexpected costs or difficulties related to the integration of Star Bulk and Eagle’s operations will be greater than expected; 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 “trade wars”, the ongoing conflict between Russia and Ukraine, the conflict between Israel and Hamas and related conflicts in the Middle East and the Houthi attacks in 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 instability, 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 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 |