0000950157-25-000441.txt : 20250528 0000950157-25-000441.hdr.sgml : 20250528 20250528161703 ACCESSION NUMBER: 0000950157-25-000441 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20250528 FILED AS OF DATE: 20250528 DATE AS OF CHANGE: 20250528 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Star Bulk Carriers Corp. CENTRAL INDEX KEY: 0001386716 STANDARD INDUSTRIAL CLASSIFICATION: DEEP SEA FOREIGN TRANSPORTATION OF FREIGHT [4412] ORGANIZATION NAME: 01 Energy & Transportation EIN: 000000000 STATE OF INCORPORATION: 1T FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33869 FILM NUMBER: 25995613 BUSINESS ADDRESS: STREET 1: C/O STAR BULK MANAGEMENT INC. STREET 2: 40 AGIOU KONSTANTINOU STR, MAROUSSI CITY: ATHENS STATE: J3 ZIP: 15124 BUSINESS PHONE: 011-30-210-617-8400 MAIL ADDRESS: STREET 1: C/O STAR BULK MANAGEMENT INC. STREET 2: 40 AGIOU KONSTANTINOU STR, MAROUSSI CITY: ATHENS STATE: J3 ZIP: 15124 6-K 1 form6-k.htm REPORT OF FOREIGN PRIVATE ISSUER


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



FORM 6-K



REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of May 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 March 31, 2025 and for the three months ended March 31, 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 months ended March 31, 2025, which was issued on May 14, 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,” “would,” “will,” “could,” “should,” “may,” “forecasts,” “potential,” “continue,” “possible” and similar expressions or phrases may identify forward-looking statements.

All forward-looking statements involve risks and uncertainties. The occurrence of the events described, and the achievement of the expected results, depend on many events, some or all of which are not predictable or within our control. Actual results may differ materially from expected results.

In addition, important factors that, in our view, could cause actual results to differ materially from those discussed in the forward-looking statements include:


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;

the possibility that additional unexpected costs or difficulties related to the integration of the Company 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 new buildings under construction;

the potential for technological innovation in the sector in which we operate and any corresponding reduction in the value of our vessels or the charter income derived therefrom;

changes in our expenses, including bunker prices, dry docking, crewing and insurance costs;

changes in governmental rules and regulations or actions taken by regulatory authorities;
the impact of current and potential additional trade tariffs on global trade and demand for dry bulk shipping;

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;

the impact of port or canal congestion or disruptions; and

the risk factors and other factors referred to in the Company’s reports filed with or furnished to the U.S. Securities and Exchange Commission (“SEC”).

Consequently, all of the forward-looking statements we make in this document are qualified by the information contained or referred to herein, including, but not limited to, (i) the information contained under this heading and (ii) the information disclosed in the Company’s annual report on Form 20-F for the fiscal year ended 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: May 28, 2025

 
Star Bulk Carriers Corp.
 
         
 
By:
/s/ Simos Spyrou
 
   
Name:
Simos Spyrou
 
   
Title:
Co-Chief Financial Officer
 



Exhibit
Number
 
Description
     

     
99.2


EX-99.1 2 ex99-1.htm
Exhibit 99.1

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following is a discussion of the financial condition and results of operations of Star Bulk Carriers Corp. (“Star Bulk”) for the three-month periods ended March 31, 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

On March 7, 2025, the previously announced sold vessel Star Omicron was delivered to its new owners. The previously announced sold vessels Strange Attractor and Bittern were delivered to their new owners on April 24, 2025 and May 6, 2025, respectively.

In addition, in April 2025 and in May 2025, we agreed to sell the vessels Puffin Bulker, Star Canary, Oriole, Star Georgia and Star Petrel. Puffin Bulker was delivered to its new owners on May 20, 2025. Star Canary and Oriole are expected to be delivered to their new owners within the second quarter of 2025 while the remaining two are expected to be delivered in July 2025.

Overall, in connection with the sales that were completed or will be completed during the second and third quarters of 2025, we expect to collect total proceeds of $80.9 million and to make debt prepayments in connection with these sales of approximately $22.2 million.
 
On a fully delivered basis, taking into account the delivery of i) the vessels agreed to be sold (as further discussed above) and ii) our vessels under construction, as of May 27, 2025, we own a fleet of 148 vessels with an aggregate carrying capacity of approximately 14.5 million dwt, 97% of which are fitted with Exhaust Gas Cleaning Systems (“scrubbers”) consisting of Newcastlemax, Capesize, Post Panamax, Kamsarmax, Panamax, Ultramax and Supramax vessels.



The following tables present summary information relating to our fleet as of May 27, 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

2


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
 
Star Trident IX LLC
Star Danai
82,574
October 21, 2014
2006
51
 
ABY Seven LLC
Star Jeannette
82,566
August 3, 2018
2014
52
 
Star Sun I LLC
Star Elizabeth
82,403
May 25, 2021
2021
53
 
Star Trident XI LLC
Star Georgia (2)
82,298
October 14, 2014
2006
54
 
Star Trident VIII LLC
Star Sophia
82,269
October 31, 2014
2007
55
 
Star Trident XVI LLC
Star Mariella
82,266
September 19, 2014
2006
56
 
Star Trident XIV LLC
Star Moira
82,257
November 19, 2014
2006
57
 
Star Trident XVIII LLC
Star Nina
82,224
January 5, 2015
2006
58
 
Star Trident X LLC
Star Renee
82,221
December 18, 2014
2006
59
 
Star Trident II LLC
Star Nasia
82,220
August 29, 2014
2006
60
 
Star Trident XIII LLC
Star Laura
82,209
December 8, 2014
2006
61
 
Star Nor VIII LLC
Star Mona
82,188
July 6, 2018
2012
62
 
Star Trident XVII LLC
Star Helena
82,187
December 29, 2014
2006
63
 
Star Nor VII LLC
Star Astrid
82,158
July 6, 2018
2012
64
 
Waterfront Two LLC
Star Alessia
81,944
August 3, 2018
2017
65
 
Star Nor IX LLC
Star Calypso
81,918
July 6, 2018
2014
66
 
Star Elpis LLC
Star Suzanna
81,711
May 15, 2017
2013
67
 
Star Gaia LLC
Star Charis
81,711
March 22, 2017
2013
68
 
Mineral Shipping LLC
Mercurial Virgo
81,545
July 11, 2014
2013
69
 
Star Nor X LLC
Stardust
81,502
July 6, 2018
2011
70
 
Star Nor XI LLC
Star Sky
81,466
July 6, 2018
2010
71
 
Star Zeus VI LLC
Star Lambada
81,272
March 16, 2021
2016
72
 
Star Zeus II LLC
Star Carioca
81,262
March 16, 2021
2015
73
 
Star Zeus I LLC
Star Capoeira
81,253
March 16, 2021
2015
74
 
Star Zeus VII LLC
Star Macarena
81,198
March 6, 2021
2016
75
 
ABY III LLC
Star Lydia
81,187
August 3, 2018
2013
76
 
ABY IV LLC
Star Nicole
81,120
August 3, 2018
2013
77
 
ABY Three LLC
Star Virginia
81,061
August 3, 2018
2015
78
 
Star Nor XII LLC
Star Genesis
80,705
July 6, 2018
2010
79
 
Star Nor XIII LLC
Star Flame
80,448
July 6, 2018
2011
80
 
Star Trident XX LLC
Star Emily
76,417
September 16, 2014
2004

3

 
Operating Fleet - Continued:

 
 
 
 
 
Date
 
 
 
Wholly Owned Subsidiaries
Vessel Name
DWT
Delivered to Star Bulk
Year Built
81
 
Cape Town Eagle LLC
Cape Town Eagle
63,707
April 9, 2024
2015
82
 
Vancouver Eagle LLC
Star Vancouver
63,670
April 9, 2024
2020
83
 
Oslo Eagle LLC
Star Oslo
63,655
April 9, 2024
2015
84
 
Rotterdam Eagle LLC
Star Rotterdam
63,629
April 9, 2024
2017
85
 
Halifax Eagle LLC
Halifax Eagle
63,618
April 9, 2024
2020
86
 
Helsinki Eagle LLC
Star Helsinki
63,605
April 9, 2024
2015
87
 
Gibraltar Eagle LLC
Star Gibraltar
63,576
April 9, 2024
2015
88
 
Valencia Eagle LLC
Valencia Eagle
63,556
April 9, 2024
2015
89
 
Dublin Eagle LLC
Dublin Eagle
63,550
April 9, 2024
2015
90
 
Santos Eagle LLC
Santos Eagle
63,536
April 9, 2024
2015
91
 
Antwerp Eagle LLC
Star Antwerp
63,530
April 9, 2024
2015
92
 
Sydney Eagle LLC
Star Sydney
63,523
April 9, 2024
2015
93
 
Copenhagen Eagle LLC
Star Copenhagen
63,495
April 9, 2024
2015
94
 
Hong Kong Eagle LLC
Hong Kong Eagle
63,472
April 9, 2024
2016
95
 
Orion Maritime LLC
Idee Fixe
63,458
March 25, 2015
2015
96
 
Shanghai Eagle LLC
Shanghai Eagle
63,438
April 9, 2024
2016
97
 
Primavera Shipping LLC
Roberta
63,426
March 31, 2015
2015
98
 
Success Maritime LLC
Laura
63,399
April 7, 2015
2015
99
 
Singapore Eagle LLC
Star Singapore
63,386
April 9, 2024
2017
100
 
Westport Eagle LLC
Star Westport
63,344
April 9, 2024
2015
101
 
Hamburg Eagle LLC
Star Hamburg
63,334
April 9, 2024
2014
102
 
Fairfield Eagle LLC
Star Fairfield
63,301
April 9, 2024
2013
103
 
Greenwich Eagle LLC
Star Greenwich
63,301
April 9, 2024
2013
104
 
Groton Eagle LLC
Groton Eagle
63,301
April 9, 2024
2013
105
 
Madison Eagle LLC
Madison Eagle
63,301
April 9, 2024
2013
106
 
Mystic Eagle LLC
Star Mystic
63,301
April 9, 2024
2013
107
 
Rowayton Eagle LLC
Star Rowayton
63,301
April 9, 2024
2013
108
 
Southport Eagle LLC
Star Southport
63,301
April 9, 2024
2013
109
 
Stonington Eagle LLC
Star Stonington
63,301
April 9, 2024
2012
110
 
Ultra Shipping LLC
Kaley
63,283
June 26, 2015
2015
111
 
Stockholm Eagle LLC
Star Stockholm
63,275
April 9, 2024
2016
112
 
Blooming Navigation LLC
Kennadi
63,262
January 8, 2016
2016
113
 
Jasmine Shipping LLC
Mackenzie
63,226
March 2, 2016
2016
114
 
New London Eagle LLC
Star New London
63,140
April 9, 2024
2015
115
 
Star Lida I Shipping LLC
Star Apus
63,123
July 16, 2019
2014
116
 
Star Zeus IV LLC
Star Subaru
61,571
March 16, 2021
2015
117
 
Stamford Eagle LLC
Stamford Eagle
61,530
April 9, 2024
2016
118
 
Star Nor XV LLC
Star Wave
61,491
July 6, 2018
2017
119
 
Star Challenger I LLC
Star Challenger (1)
61,462
December 12, 2013
2012
120
 
Star Challenger II LLC
Star Fighter (1)
61,455
December 30, 2013
2013

4

 
Operating Fleet - Continued:

 
 
 
 
 
Date
 
 
 
Wholly Owned Subsidiaries
Vessel Name
DWT
Delivered to Star Bulk
Year Built
121
 
Star Axe II LLC
Star Lutas
61,347
January 6, 2016
2016
122
 
Aurelia Shipping LLC
Honey Badger
61,320
February 27, 2015
2015
123
 
Rainbow Maritime LLC
Wolverine
61,292
February 27, 2015
2015
124
 
Star Axe I LLC
Star Antares
61,258
October 9, 2015
2015
125
 
Tokyo Eagle LLC
Star Tokyo
61,225
April 9, 2024
2015
126
 
ABY Five LLC
Star Monica
60,935
August 3, 2018
2015
127
 
Star Asia I LLC
Star Aquarius
60,916
July 22, 2015
2015
128
 
Star Asia II LLC
Star Pisces
60,916
August 7, 2015
2015
129
 
Nighthawk Shipping LLC
Star Nighthawk
57,809
April 9, 2024
2011
130
 
Oriole Shipping LLC
Oriole (2)
57,809
April 9, 2024
2011
131
 
Owl Shipping LLC
Owl
57,809
April 9, 2024
2011
132
 
Petrel Shipping LLC
Star Petrel (2)
57,809
April 9, 2024
2011
133
 
Roadrunner Shipping LLC
Star Runner
57,809
April 9, 2024
2011
134
 
Sandpiper Shipping LLC
Star Sandpiper
57,809
April 9, 2024
2011
135
 
Crane Shipping LLC
Crane
57,809
April 9, 2024
2010
136
 
Egret Shipping LLC
Egret Bulker
57,809
April 9, 2024
2010
137
 
Gannet Shipping LLC
Gannet Bulker
57,809
April 9, 2024
2010
138
 
Grebe Shipping LLC
Grebe Bulker
57,809
April 9, 2024
2010
139
 
Ibis Shipping LLC
Ibis Bulker
57,809
April 9, 2024
2010
140
 
Jay Shipping LLC
Jay
57,809
April 9, 2024
2010
141
 
Kingfisher Shipping LLC
Kingfisher
57,809
April 9, 2024
2010
142
 
Martin Shipping LLC
Martin
57,809
April 9, 2024
2010
143
 
Canary Shipping LLC
Star Canary (2)
57,809
April 9, 2024
2009
144
 
Star Lida IX Shipping LLC
Star Cleo
56,582
July 15, 2019
2013
145
 
Star Lida X Shipping LLC
Star Pegasus
56,540
July 15, 2019
2013
146
 
Golden Eagle Shipping LLC
Star Goal
55,989
April 9, 2024
2010
147
 
Star Regg III LLC
Star Bright
55,569
October 10, 2018
2010
 
 
 
Total dwt
14,388,340
 
 


(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.


(2)
Vessels agreed to be sold, delivery dates to their new owners are described in the section “Our Fleet” above.

Vessels Under Construction:

 
 
Wholly Owned Subsidiaries
Vessel Name
DWT
Shipyard
 Delivery Date
1
 
Star Thundera LLC
Hull No 15
82,000
Qingdao Shipyard Co. Ltd.
January 2026
2
 
Star Caldera LLC
Hull No 16
82,000
Qingdao Shipyard Co. Ltd.
January 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.
July 2026
5
 
Star Nova LLC
Hull No 18
82,000
Qingdao Shipyard Co. Ltd.
September 2026
     
Total dwt
410,000
   

5


 
Long-Term Time Charter-In Vessels:

In addition, we have entered into the following long-term charter-in arrangements:

#
 
Name
DWT
Built
Shipyard
Country
Delivery Date
Minimum Period
1
 
Star Shibumi (1)
180,000
2021
JMU
Japan
November 30, 2021
November 2028
2
 
Star Voyager (1)
82,000
2024
Tsuneishi, Zhousan
China
January 11, 2024
January 2031
3
 
Stargazer (1)
66,000
2024
Tsuneishi, Cebu
Philippines
January 16, 2024
January 2031
4
 
Star Explorer (1)
82,000
2024
JMU
Japan
March 8, 2024
March 2031
5
 
Star Earendel (1)
82,000
2024
JMU
Japan
June 28, 2024
June 2031
6
 
Star Illusion (1)
82,000
2024
Tsuneishi, Zhousan
China
October 11, 2024
October 2031
7
 
Star Thetis (1)
66,000
2024
Tsuneishi, Cebu
Philippines
November 12, 2024
November 2031
8
 
Tai Stride (2)
64,600
2022
Oshima
Japan
April 9, 2024
March 2026
9
 
Tai Stamina (2)
64,500
2021
Oshima
Japan
April 9, 2024
July 2025
   
Total dwt
769,100
         


(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 agreements 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 extension options on the respective agreements; however, these agreements do not meet the criteria under ASC 842 to be recognized as right-of-use assets.


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 and make dividend payments when approved by the Board of Directors.

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 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, 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 herein, for further discussion on our contractual commitments as of March 31, 2025.

As of May 13, 2025, we had total cash of $436.7 million and outstanding borrowings, including lease financing agreements, of $1,205.7 million. In addition, following a number of interest rates swaps that we have entered into, we have converted a total of $33.8 million of such debt from floating benchmark rate to an average fixed rate of 56 bps with an average maturity of 1.0 year.

Our debt agreements contain financial covenants and undertakings requiring us to maintain various ratios. A summary of these terms is included in Note 8 of the Company’s consolidated financial statements for the year ended December 31, 2024, included in the 2024 Annual Report.

6


We believe that our current cash balance along with the net proceeds from the sale of vessels, described under section “Our Fleet” above, 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 five vessels under construction. Furthermore, in April 2025, we entered into an agreement with E.SUN commercial Bank Ltd. for a loan facility for up to $130.0 million for the post-delivery financing of our vessels under construction. In addition, in February 2025, we received credit committee approval from ABN AMRO Bank N.V. for a revolving credit facility of $50.0 million, with an initial term of one year and an option to extend for an additional year. We are also in advanced negotiations with National Bank of Greece, for another revolving credit facility of up to $70.0 million with a three-year tenor.

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 new Dividend Policy, Star Bulk will pay a minimum quarterly dividend of $0.05 per share going forward. The policy otherwise remains unchanged. On the same date, our Board of Directors declared a quarterly cash dividend of $0.05 per share, payable on or about June 20, 2025 to all shareholders of record as of June 6, 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 March 31, 2025.

7


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:
   
Three-month period ended March 31,
 
(TCE rates expressed in U.S. Dollars)
 
2024
   
2025
 
Average number of vessels (1)
   
113.3
     
150.7
 
Number of vessels (2)
   
111
     
150
 
Average age of operational fleet (in years) (3)
   
11.9
     
12.3
 
Ownership days (4)
   
10,314
     
13,566
 
Available days (5)
   
9,969
     
12,805
 
Charter-in days (6)
   
271
     
1,072
 
Time Charter Equivalent Rate (TCE rate) (7)
 
$
19,627
   
$
12,439
 

(1)
Average number of vessels is the number of vessels that constituted our owned fleet for the relevant period, as measured by the sum of the number of days each operating vessel was a part of our owned fleet during the period divided by the number of calendar days in that period.
(2)
As of the last day of each period reported.
(3)
Average age of our operational fleet is calculated as of the end of each period.
(4)
Ownership days are the total calendar days each vessel in the fleet was owned by us for the relevant period, including vessels subject to sale and leaseback transactions and finance leases.
(5)
Available days for the fleet are the Ownership days after subtracting off-hire days for major repairs, dry docking or special or intermediate surveys, change of management and vessels’ improvements and upgrades. Our method of computing Available Days may not necessarily be comparable to Available Days of other companies due to differences in methods of calculation.
(6)
Charter-in days are the total days that we charter-in third party vessels.
(7)
Time charter equivalent rate (the “TCE rate”) represents the weighted average daily TCE rates of our operating fleet (including owned fleet and charter-in vessels). TCE rate is a measure of the average daily net revenue performance of our operating fleet. Our method of calculating TCE rate is determined by dividing (a) TCE Revenues, which consists of: voyage revenues (net of voyage expenses, charter-in hire 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. 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 our peers. TCE Revenues and TCE rate, which are non-GAAP measures, provide additional meaningful information in conjunction with voyage revenues, the most directly comparable GAAP measure, because they assist our management in making decisions regarding the deployment and use of our vessels and because we believe that they provide useful information to investors regarding our financial performance. TCE rate is a standard shipping industry performance measure used primarily to compare period-to-period changes in a shipping company’s performance despite changes in the mix of charter types (i.e., voyage charters, time charters, bareboat charters and pool arrangements) under which its vessels may be employed between the periods. TCE Revenues and TCE rate, as presented below, may not necessarily be comparable to those of other companies due to differences in methods of calculation.
8


The following table reflects the calculation of our TCE rates as discussed in footnote (7) above. The table presents reconciliation of TCE Revenues to voyage revenues as reflected in the unaudited interim condensed consolidated income statements.

   
Three-month period ended
March 31,
 
   
2024
   
2025
 
(In thousands of U.S. Dollars, except as otherwise stated)
               
Voyage revenues
 
$
259,390
   
$
230,650
 
Less:
               
Voyage expenses
   
(57,094
)
   
(56,318
)
Charter-in hire expenses
   
(3,926
)
   
(15,900
)
Realized gain/(loss) on FFAs/bunker swaps
   
(2,706
)
   
846
 
Time charter equivalent revenues (“TCE Revenues”)
 
$
195,664
   
$
159,278
 
Available days
   
9,969
     
12,805
 
Daily time charter equivalent rate (“TCE rate”)
 
$
19,627
   
$
12,439
 

Voyage Revenues

Voyage revenues are driven primarily by the number of vessels in our operating fleet, the duration of our charters, the number of charter-in days, the amount of daily charter hire or freight rates that our vessels earn under time and voyage charters, respectively, which, in turn, are affected by a number of factors, including our decisions relating to vessel acquisitions and disposals, the number of vessels chartered-in, the amount of time that we spend positioning our vessels, the amount of time that our vessels spend in dry dock undergoing repairs, maintenance and upgrade work, the age, condition and specifications of our vessels, 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.

Charter-in Hire Expenses

Charter-in hire expenses represent hire expenses for chartering-in third and related 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.

9


 
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 age of the vessel and its condition, 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.

(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.

Other operational gain

Other operational gain includes gain from all other operating activities which are not related to the principal activities of the Company, such as gain from insurance claims.

10


(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

We earn interest income on our cash deposits with our lenders and other financial institutions.

Results of Operations

The three-month period ended March 31, 2025 compared to the three-month period ended March 31, 2024

Voyage revenues net of Voyage expenses: Voyage revenues for the three months ended March 31, 2025 decreased to $230.7 million from $259.4 million in the corresponding period in 2024. Time charter equivalent revenues (“TCE Revenues”) (as defined above) decreased to $159.3 million compared to $195.7 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 150.7 from 113.3 during the relevant periods, is attributable to the significant decrease in charter rates. As a result, the TCE rate for the first three months of 2025 decreased to $12,439 compared to $19,627 for the corresponding period in 2024 which is indicative of the weaker market conditions prevailing during the recent quarter. 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 three months ended March 31, 2025 and 2024 were $15.9 million and $3.9 million, respectively. The increase is mainly attributable to the increase in charter-in days to 1,072 in the first quarter of 2025 from 271 in the corresponding period in 2024, following the delivery of all six newbuilding vessels under long-term charter-in agreements during 2024 and the two long-term charter-in agreements acquired as part of the Eagle Merger.

Vessel operating expenses: For the three months ended March 31, 2025 and 2024, vessel operating expenses were $67.9 million and $51.2 million, respectively. The increase in our operating expenses was primarily due to the increase in the average number of vessels in our fleet to 150.7 from 113.3, as a result of the Eagle Merger.

Dry docking expenses: Dry docking expenses for the three months ended March 31, 2025 and 2024 were $24.7 million and $10.0 million, respectively. During the first quarter of 2025, 14 vessels completed their periodic dry docking surveys, while during the corresponding period in 2024, five vessels completed their periodic dry docking surveys. In addition, six vessels commenced their dry docking surveys in the first quarter of 2025 compared to one vessel which commenced its dry docking survey during the corresponding period in 2024, resulting in an overall increase in dry docking expenses.

DepreciationDepreciation expense increased to $43.0 million for the three -month period ended March 31, 2025 compared to $32.0 million for the corresponding period in 2024. The increase is primarily driven by the increase in the average number of vessels in our fleet to 150.7 from 113.3.

General and administrative expenses and Management feesGeneral and administrative expenses for the three-month period ended March 31, 2025 were $15.3 million compared to $10.7 million in the corresponding period in 2024. Vessel management fees in the first quarter of 2025 increased to $5.6 million compared to $4.4 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.

11

 
(Gain)/Loss on forward freight agreements and bunker swaps, net: For the three-month period ended March 31, 2025, we incurred a gain on FFAs and bunker swaps of $2.9 million, consisting of an unrealized gain of $2.1 million and a realized gain of $0.8 million. For the three-month period ended March 31, 2024, we incurred a loss on FFAs and bunker swaps of $5.9 million, consisting of an unrealized loss of $3.2 million and a realized loss of $2.7 million.

Other operational gain: Other operational gain for the three-month period ended March 31, 2025, amounted to $12.0 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 and $9.3 million related to the write-off of previously recorded accruals and liabilities that are no longer expected to require settlement. Other operational gain for the three-month period ended March 31, 2024 amounted to $1.6 million and primarily derived from various insurance claims.

(Gain)/Loss on sale of vessels: Our results for the three-month period ended March 31, 2025, include an aggregate net loss of $0.7 million which resulted from the completion of the sale of the vessel Star Omicron, as discussed under section “Our Fleet” above. For the three-month period ended March 31, 2024, a net gain of $8.8 million resulted from the completion of the sale of certain vessels.

Interest income and other income/(loss): Interest income and other income/(loss) for the three month periods ended March 31, 2025 and 2024 amounted to $4.7 million and $2.5 million, respectively. The increase is primarily attributable to a realized foreign exchange gain of $0.9 million resulting from the weakening of the Euro/USD exchange rate during the first quarter of 2025, compared to a foreign exchange loss of $0.7 million in the corresponding period of 2024 and to the higher interest earned in the first quarter of 2025, due to higher cash balances maintained, compared to the corresponding period in 2024.

Cash Flows

Net cash provided by operating activities for the three months ended March 31, 2025 and 2024 was $48.5 million and $114.3 million, respectively. This decrease was primarily driven by increased expenses due to the increase in the average number of vessels in our fleet from 113.3 to 150.7 and by lower voyage revenues earned as a result of lower charter rates due to the weaker market conditions prevailing during the recent period compared to the corresponding period in 2024.

Net cash provided by investing activities for the three months ended March 31, 2025, and 2024 was $9.4 million and $72.6 million, respectively. The decrease was primarily due to lower vessel sale proceeds of $8.4 million in the first quarter of 2025, compared to $94.0 million in the same period of 2024. The decrease was partially offset by i) lower cash payments for advances on vessels under construction and upgrades, totaling $7.3 million in the first quarter of 2025 compared to $22.0 million in the corresponding period of 2024, and ii) higher cash inflows from hull and machinery insurance proceeds, amounting to $8.4 million in the first quarter of 2025 versus $0.6 million in the corresponding period of 2024.

Net cash used in financing activities for the three months ended March 31, 2025, and 2024 was $62.0 million and $180.0 million, respectively. This decrease was primarily due to proceeds from bank loans of $228.0 million during the three months ended March 31, 2025, while there were no new debt drawdowns in the corresponding period of 2024. Additionally, dividend payments were reduced to $10.4 million in the first quarter of 2025 compared to $38.0 million during the same period in 2024. The decrease was partially offset by higher debt repayments of $259.4 million in the first quarter of 2025, compared to $141.9 million in 2024, as well as $19.6 million paid for the repurchase of common shares during the three months ended March 31, 2025 compared to no repurchases during the corresponding period in 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. There have been no material changes from the “Critical Accounting Estimates” previously disclosed in our 2024 Annual Report.

12


STAR BULK CARRIERS CORP.
INDEX TO UNAUDITED INTERIM CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS

Unaudited Consolidated Balance Sheets as of December 31, 2024 and March 31, 2025
 
F-2
Unaudited Interim Condensed Consolidated Income Statements for the three-month periods ended March 31, 2024 and 2025
 
F-3
Unaudited Interim Condensed Consolidated Statements of Comprehensive Income/(Loss) for the three-month periods ended March 31, 2024 and 2025
 
F-4
Unaudited Interim Condensed Consolidated Statements of Shareholders’ Equity for the three-month periods ended March 31, 2024 and 2025
 
F-5
Unaudited Interim Condensed Consolidated Statements of Cash Flows for the three-month periods ended March 31, 2024 and 2025
 
F-6
Notes to Unaudited Interim Condensed Consolidated Financial Statements
 
F-7



STAR BULK CARRIERS CORP.
Unaudited Consolidated Balance Sheets
As of December 31, 2024 and March 31, 2025
(Expressed in thousands of U.S. dollars except for share and per share data, unless otherwise stated)

   
December 31,
2024
   
March 31,
2025
 
ASSETS
           
CURRENT ASSETS
           
Cash and cash equivalents
 
$
425,066
   
$
420,825
 
Restricted cash, current (Notes 8 and 13)
   
11,218
     
11,412
 
Trade accounts receivable, net
   
79,303
     
80,803
 
Inventories (Note 4)
   
78,589
     
69,437
 
Due from managers
   
45
     
2
 
Due from related parties (Note 3)
   
37
     
38
 
Prepaid expenses and other receivables
   
18,873
     
18,035
 
Derivatives, current asset portion (Note 13)
   
2,177
     
3,342
 
Accrued income
   
67
     
-
 
Other current assets
   
43,598
     
36,500
 
Total Current Assets
   
658,973
     
640,394
 
                 
FIXED ASSETS
               
Advances for vessels under construction (Note 5)
   
27,526
     
28,491
 
Vessels and other fixed assets, net (Note 5)
   
3,208,357
     
3,162,767
 
Total Fixed Assets
   
3,235,883
     
3,191,258
 
                 
OTHER NON-CURRENT ASSETS
               
Long-term investment (Note 3)
   
1,733
     
1,702
 
Restricted cash, non-current (Note 8)
   
4,596
     
4,606
 
Operating leases, right-of-use assets (Note 6)
   
184,509
     
178,011
 
Derivatives, non-current asset portion (Note 13)
   
330
     
88
 
Other non-current assets
   
354
     
389
 
TOTAL ASSETS
 
$
4,086,378
   
$
4,016,448
 
                 
LIABILITIES & SHAREHOLDERS' EQUITY
               
CURRENT LIABILITIES
               
Current portion of long-term bank loans (Note 8)
 
$
221,147
   
$
212,269
 
Lease financing short term (Note 7)
   
2,731
     
2,731
 
Accounts payable
   
51,591
     
48,645
 
Due to managers
   
10,938
     
17,933
 
Due to related parties (Note 3)
   
3,274
     
3,162
 
Accrued liabilities
   
62,607
     
52,358
 
Operating lease liabilities, current (Note 6)
   
28,227
     
28,660
 
Derivatives, current liability portion (Note 13)
   
-
     
153
 
Deferred revenue
   
17,297
     
20,316
 
Other current liabilities
   
2,000
     
2,000
 
Total Current Liabilities
   
399,812
     
388,227
 
                 
NON-CURRENT LIABILITIES
               
Long-term bank loans, net of current portion and unamortized loan issuance costs of $7,606 and $7,305, as of December 31, 2024 and March 31, 2025, respectively (Note 8)
   
1,035,135
     
1,013,575
 
Lease financing long term, net of unamortized lease issuance costs of $51 and $41, as of December 31, 2024 and March 31, 2025, respectively (Note 7)
   
12,524
     
11,851
 
Operating lease liabilities, non-current (Note 6)
   
156,282
     
149,351
 
Other non-current liabilities
   
850
     
788
 
TOTAL LIABILITIES
   
1,604,603
     
1,563,792
 
                 
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 March 31, 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; 116,781,423 shares issued and outstanding as of March 31, 2025 (Note 9)
   
1,142
     
1,133
 
Additional paid in capital
   
3,083,906
     
3,065,981
 
Accumulated other comprehensive income/(loss)
   
2,299
     
1,064
 
Accumulated deficit
   
(605,572
)
   
(615,522
)
Total Shareholders' Equity
   
2,481,775
     
2,452,656
 
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY
 
$
4,086,378
   
$
4,016,448
 

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
F-2


STAR BULK CARRIERS CORP.
Unaudited Interim Condensed Consolidated Income Statements
For the three-month periods ended March 31, 2024 and 2025
(Expressed in thousands of U.S. dollars except for share and per share data, unless otherwise stated)

   
Three months ended March 31,
 
   
2024
   
2025
 
             
Revenues:
           
Voyage revenues (Note 15)
 
$
259,390
   
$
230,650
 
                 
Expenses/(Income)
               
Voyage expenses (Note 3)
   
57,094
     
56,318
 
Charter-in hire expenses
   
3,926
     
15,900
 
Vessel operating expenses
   
51,172
     
67,942
 
Dry docking expenses
   
10,021
     
24,677
 
Depreciation (Note 5)
   
31,990
     
42,954
 
Management fees (Note 3)
   
4,404
     
5,600
 
General and administrative expenses (Note 3)
   
10,695
     
15,261
 
Other operational loss
   
181
     
1,156
 
Other operational gain (Note 14)
   
(1,617
)
   
(12,037
)
(Gain)/Loss on forward freight agreements and bunker swaps, net (Note 13)
   
5,921
     
(2,930
)
(Gain)/Loss on sale of vessels (Note 5)
   
(8,769
)
   
740
 
Total operating expenses, net
   
165,018
     
215,581
 
Operating income
   
94,372
     
15,069
 
                 
Other Income/(Expenses):
               
Interest and finance costs (Note 8)
   
(20,499
)
   
(19,275
)
Interest income and other income/(loss)
   
2,526
     
4,712
 
Gain/(Loss) on derivative financial instruments, net (Note 13)
   
(810
)
   
52
 
Gain/(Loss) on debt extinguishment, net (Notes 8 and 13)
   
(813
)
   
(65
)
Total other expenses, net
   
(19,596
)
   
(14,576
)
                 
Income before taxes and equity in income/(loss) of investee
 
$
74,776
   
$
493
 
Income tax (expense)/refund
   
106
     
-
 
Income before equity in income/(loss) of investee
   
74,882
     
493
 
Equity in income/(loss) of investee (Note 3)
   
(26
)
   
(31
)
Net income
   
74,856
     
462
 
Earnings per share, basic
 
$
0.89
   
$
0.00
 
Earnings per share, diluted
   
0.89
     
0.00
 
Weighted average number of shares outstanding, basic (Note 10)
   
83,835,611
     
117,210,036
 
Weighted average number of shares outstanding, diluted  (Note 10)
   
84,177,253
     
117,431,435
 

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

F-3

STAR BULK CARRIERS CORP.
Unaudited Interim Condensed Consolidated Statements of Comprehensive Income / (Loss)
For the three-month periods ended March 31, 2024 and 2025
(Expressed in thousands of U.S. dollars except for share and per share data, unless otherwise stated)


   
Three months ended March 31,
 
   
2024
   
2025
 
 Net income
 
$
74,856
   
$
462
 
 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
   
1,369
     
(684
)
 Unrealized gain / (loss) from hedging foreign currency forward contracts recognized in Other comprehensive income/(loss) before reclassifications
   
(240
)
   
-
 
 Less:
               
 Reclassification adjustments of interest rate swap gain/(loss) (Note 13)
   
(1,183
)
   
(551
)
 Other comprehensive income / (loss)
   
(54
)
   
(1,235
)
 Total comprehensive income / (loss)
 
$
74,802
   
$
(773
)

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

F-4


STAR BULK CARRIERS CORP.
Unaudited Interim Condensed Consolidated Statements of Shareholders’ Equity
For the three-month periods ended March 31, 2024 and 2025
(Expressed in thousands of U.S. dollars except for share and per share data, unless otherwise stated)


   
Common Stock
      Additional
     Accumulated Other Comprehensive      Accumulated      Total Shareholders'  
   
# of Shares
   
Par Value
   
Paid-in Capital
   
  income/(loss)
   
deficit
   
  Equity
 
 BALANCE, January 1, 2024
   
84,016,892
   
$
840
   
$
2,287,055
   
$
5,393
   
$
(633,218
)
 
$
1,660,070
 
Net income
   
-
     
-
     
-
     
-
     
74,856
     
74,856
 
Other comprehensive income / (loss)
   
-
     
-
     
-
     
(54
)
   
-
     
(54
)
Issuance of vested and non-vested shares and amortization of stock-based compensation
   
370,000
     
4
     
2,157
     
-
     
-
     
2,161
 
Dividends declared ($0.45 per share)
   
-
     
-
     
-
     
-
     
(38,003
)
   
(38,003
)
 BALANCE, March 31, 2024
   
84,386,892
   
$
844
   
$
2,289,212
   
$
5,339
   
$
(596,365
)
 
$
1,699,030
 
                                                 
 BALANCE, January 1, 2025
   
117,630,112
    $
1,142
    $
3,083,906
    $
2,299
    $
(605,572
)
  $
2,481,775
 
 Net income
   
-
     
-
     
-
     
-
     
462
     
462
 
 Other comprehensive income / (loss)
   
-
     
-
     
-
     
(1,235
)
   
-
     
(1,235
)
 Issuance of vested and non-vested shares and amortization of share-based compensation (Note 9)
   
432,869
     
4
     
1,615
     
-
     
-
     
1,619
 
 Dividends declared ($0.09 per share) (Note 9)
   
-
     
-
     
-
     
-
     
(10,412
)
   
(10,412
)
Repurchase and cancellation of common shares, net (Note 9)
   
(1,281,558
)
   
(13
)
   
(19,540
)
   
-
     
-
     
(19,553
)
 BALANCE, March 31, 2025
   
116,781,423
   
$
1,133
   
$
3,065,981
   
$
1,064
   
$
(615,522
)
 
$
2,452,656
 

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

F-5

STAR BULK CARRIERS CORP.
Unaudited Interim Condensed Consolidated Statements of Cash Flows
For the three-month periods ended March 31, 2024 and 2025
(Expressed in thousands of U.S. dollars except for share and per share data, unless otherwise stated)
      
Three months ended March 31,
 
     
2024
   
2025
 
Cash Flows from Operating Activities:
           
Net income
 
$
74,856
   
$
462
 
Adjustments to reconcile net income to net cash provided by/(used in) operating activities:
               
Depreciation
   
31,990
     
42,954
 
Amortization of debt (loans & leases) issuance costs
   
779
     
824
 
Noncash lease expense
   
2,988
     
6,864
 
Gain/(Loss) on debt extinguishment, net
   
813
     
65
 
(Gain)/Loss on sale of vessels
   
(8,769
)
   
740
 
Share-based compensation
   
2,161
     
1,619
 
Change in fair value of derivatives
   
3,215
     
(2,084
)
Other non-cash charges
   
(4
)
   
(62
)
Write-off of accruals and current liabilities
   
-
     
(9,266
)
Change in fair value of interest rate swaps not designated as cash flow hedges
   
975
     
-
 
Gain on hull and machinery claims
   
(470
)
   
(173
)
Equity in income/(loss) of investee
   
26
     
31
 
Changes in operating assets and liabilities:
               
(Increase)/Decrease in:
               
Trade accounts receivable
   
43
     
(1,500
)
Inventories
   
5,181
     
9,055
 
Prepaid expenses and other receivables
   
(8,318
)
   
(519
)
Derivatives asset
   
849
     
79
 
Accrued income
   
(159
)
   
67
 
Due from related parties
   
(2
)
   
(1
)
Due from managers
   
23
     
43
 
Other non-current assets
   
-
     
(35
)
Increase/(Decrease) in:
               
Accounts payable
   
7,141
     
1,356
 
Operating lease liability
   
(2,988
)
   
(6,864
)
Due to related parties
   
(577
)
   
(112
)
Accrued liabilities
   
2,561
     
(5,049
)
Due to managers
   
2,684
     
6,995
 
Deferred revenue
   
(2,736
)
   
3,019
 
Other current liabilities
   
2,000
     
-
 
Net cash provided by / (used in) Operating Activities
   
114,262
     
48,508
 
                   
Cash Flows from Investing Activities:
               
Advances for vessels acquisitions, vessels under construction, vessel upgrades and other fixed assets
   
(22,048
)
   
(7,321
)
Cash proceeds from vessel sales
   
94,021
     
8,351
 
Hull and machinery insurance proceeds
   
591
     
8,391
 
Net cash provided by / (used in) Investing Activities
   
72,564
     
9,421
 
                   
Cash Flows from Financing Activities:
               
Proceeds from bank loans
   
-
     
228,000
 
Loan and lease prepayments and repayments
   
(141,895
)
   
(259,423
)
Financing and debt extinguishment fees paid
   
(133
)
   
(578
)
Dividends paid
   
(38,003
)
   
(10,412
)
Repurchase of common shares
   
-
     
(19,553
)
Net cash provided by / (used in) Financing Activities
   
(180,031
)
   
(61,966
)
                   
Net increase/(decrease) in cash and cash equivalents and restricted cash
   
6,795
     
(4,037
)
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
 
$
268,545
   
$
436,843
 
SUPPLEMENTAL CASH FLOW INFORMATION:

               
  Cash paid during the period for:
               
Interest, net of amount capitalized
 
$
20,878
   
$
18,023
 
Non-cash investing and financing activities:
               
Vessel upgrades
   
2,514
     
5,934
 
Right-of-use assets and lease obligations for charter-in contracts
   
84,954
     
364
 
Reconciliation of (a) cash and cash equivalents, and restricted cash reported within the consolidated balance sheets to (b) the total amount of such items reported in the statements of cash flows:
               
Cash and cash equivalents
 
$
228,452
   
$
420,825
 
Restricted cash, current
   
38,072
     
11,412
 
Restricted cash, non-current
   
2,021
     
4,606
 
Cash and cash equivalents and restricted cash at end of period shown in the statement of cash flows
 
$
268,545
   
$
436,843
 
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
F-6


STAR BULK CARRIERS CORP.
Notes to Unaudited Interim Condensed Consolidated Financial Statements
March 31, 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 three-month period ended March 31, 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 March 31, 2025, the Company owned a modern fleet of 150 dry bulk vessels consisting of Newcastlemax, 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 14.6 million dwt and an average age of 12.3 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 January 2026 and September 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 March 31, 2025 charters in 9 vessels on a long-term basis to increase its operating capacity in order to satisfy its clients’ needs.


F-7


STAR BULK CARRIERS CORP.
Notes to Unaudited Interim Condensed Consolidated Financial Statements
March 31, 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 statement of operations since the Effective Time. As a result, no financial information of Eagle is included in the unaudited interim condensed consolidated statement of operations for the three months ended March 31, 2024.

The following unaudited supplemental pro forma consolidated financial information reflects the results of operations for the three-month period ended March 31, 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:

   
Three-month period ended March 31,
 
   
2024
 
Pro forma voyage revenues
 
$
353,305
 
Pro forma operating income
   
99,206
 
Pro forma net income
   
74,626
 
Pro forma income per share, basic
   
0.67
 
Pro forma income per share, diluted
 
$
0.63
 


F-8



STAR BULK CARRIERS CORP.
Notes to Unaudited Interim Condensed Consolidated Financial Statements
March 31, 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 three months ended March 31, 2025, there were no 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.

3.
Transactions with Related Parties:

Details of the Company’s transactions with related parties did not change in the three-month period ended March 31, 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
   
March 31,
2025
 
Long term investment
           
Interchart
 
$
1,361
   
$
1,316
 
Starocean
   
247
     
261
 
CCL Pool
   
125
     
125
 
Long term investment
 
$
1,733
   
$
1,702
 
                 
Due from related parties
               
Oceanbulk Maritime S.A. and its affiliates
   
2
     
3
 
Starocean
   
35
     
35
 
Due from related parties
 
$
37
   
$
38
 
                 
Due to related parties
               
Management and Directors Fees
   
178
     
94
 
Oceanbulk Maritime S.A. and its affiliates
   
-
     
10
 
Iblea Ship Management Limited and its affiliates
   
3,096
     
3,058
 
Due to related parties
 
$
3,274
   
$
3,162
 

F-9


STAR BULK CARRIERS CORP.
Notes to Unaudited Interim Condensed Consolidated Financial Statements
March 31, 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
               
          Three months ended March 31, 
     
2024
     
2025
 
 Voyage expenses:
               
 Voyage expenses-Interchart
 
$
(1,035
)
 
$
(1,035
)
 General and administrative expenses:
               
 Consultancy fees
 
$
(199
)
 
$
(199
)
 Directors compensation
   
(39
)
   
(43
)
 Office rent - Combine Marine Ltd. &  Alma Properties
   
(9
)
   
(10
)
 General and administrative expenses - Oceanbulk Maritime S.A. and its affiliates
   
(44
)
   
-
 
 Management fees:
               
 Management fees- Iblea Ship Management Limited and affiliates
 
$
(601
)
 
$
(702
)
 Equity in income/(loss) of investee:
               
 Interchart
 
$
(23
)
 
$
(45
)
Starocean
   
(3
)
   
14
 


4.
Inventories:

The amounts shown in the consolidated balance sheets are analyzed as follows:

   
December 31, 2024
   
March 31, 2025
 
 Lubricants
 
$
18,078
   
$
18,433
 
 Bunkers
   
60,511
     
51,004
 
 Total
 
$
78,589
   
$
69,437
 

F-10


STAR BULK CARRIERS CORP.
Notes to Unaudited Interim Condensed Consolidated Financial Statements
March 31, 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:

Vessels and other fixed assets, net

The amounts in the consolidated balance sheets are analyzed as follows:

   
Cost
   
Accumulated depreciation
   
Net Book Value
 
 Balance, December 31, 2024
 
$
4,250,798
   
$
(1,042,441
)
 
$
3,208,357
 
 - Acquisition of vessels, vessel upgrades and other vessel costs
   
6,263
     
-
     
6,263
 
 - Other fixed assets
   
95
     
-
     
95
 
 - Vessel sales
   
(35,864
)
   
26,870
     
(8,994
)
 - Depreciation for the period
   
-
     
(42,954
)
   
(42,954
)
 Balance, March 31, 2025
 
$
4,221,292
   
$
(1,058,525
)
 
$
3,162,767
 

During the first quarter of 2025, the Company decided to opportunistically sell certain vessels and renew its fleet and agreed to sell the vessels Bittern (which was actively marketed as of December 31, 2024), Star Omicron and Strange Attractor. The vessel Star Omicron was delivered to its new owners on March 7, 2025. The vessels Strange Attractor and Bittern were delivered to their new owners on April 24, 2025 and May 6, 2025, respectively (Note 16c). Given their employment as of March 31, 2025, none of the above-mentioned vessels met the criteria to be classified as held for sale as of March 31, 2025.

The amount included under “Gain/(Loss) on sale of vessels” in the unaudited interim condensed consolidated income statement for the three-month period ended March 31, 2025 primarily relates to the loss on sale upon the delivery of vessel Star Omicron to its new owners.

As of March 31, 2025, 134 of the Company’s vessels, having a net carrying value of $2,897,001, 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 2 vessels with a carrying value of $39,182 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 three-month period ended March 31, 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”).

F-11


STAR BULK CARRIERS CORP.
Notes to Unaudited Interim Condensed Consolidated Financial Statements
March 31, 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 January 2026 through September 2026.

The amounts shown in the consolidated balance sheets are analyzed as follows:

      Amount
 
Balance, December 31, 2024
 
$
27,526
 
 - Capitalized expenses
   
599
 
- Capitalized interest and finance costs
   
366
 
Balance, March 31, 2025
 
$
28,491
 

As of March 31, 2025, the total aggregate remaining contracted price, including scrubber installation costs, for the five vessels under construction was $156,000, payable in periodic installments up to their deliveries, of which $79,200 is payable during the next twelve months ending March 31, 2026, and the remaining $76,800 is payable until their expected delivery from the shipyard in September 2026.


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 March 31, 2025 in connection with the time charter-in vessel arrangements with an initial term exceeding 12 months (Note 1), amounted to $181,618 and $175,020, 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, at each lease commencement, is approximately 5.3%. The payments required to be made after March 31, 2025, for these outstanding operating lease liabilities, are as follows:

Twelve month periods ending
 
Amount
 
March 31, 2026
 
$
36,446
 
March 31, 2027
   
34,986
 
March 31, 2028
   
36,008
 
March 31, 2029
   
33,583
 
March 31, 2030
   
29,376
 
March 31, 2031 and thereafter
   
34,811
 
Total undiscounted lease payments
 
$
205,210
 
Discount based on incremental borrowing rate
   
(30,190
)
Present value of lease liability
 
$
175,020
 
Operating lease liabilities, current
   
27,644
 
Operating lease liabilities, non-current
   
147,376
 

The weighted average remaining lease term of these charter-in vessel arrangements as of March 31, 2025 is 5.9 years. The charter-in expenses for the long-term charter-in arrangements for the three-month periods ended March 31, 2024 and 2025, were $3,926 and $9,218, respectively, and are included under “Charter-in hire expenses” in the unaudited interim condensed consolidated income statements.

F-12


STAR BULK CARRIERS CORP.
Notes to Unaudited Interim Condensed Consolidated Financial Statements
March 31, 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 March 31, 2025 in connection with the office rental arrangements, amounted to $2,891 and $2,991, 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 assets, at each lease commencement, is approximately 5.3%. The office rental payments required to be made after March 31, 2025, for these outstanding operating lease liabilities, are as follows:

Twelve month periods ending
 
Amount
 
March 31, 2026
 
$
1,108
 
March 31, 2027
   
1,049
 
March 31, 2028
   
613
 
March 31, 2029
   
470
 
March 31, 2030
   
42
 
March 31, 2031 and thereafter
   
-
 
Total undiscounted lease payments
 
$
3,282
 
Discount based on incremental borrowing rate
   
(291
)
Present value of lease liability
 
$
2,991
 
Operating lease liabilities, current
   
1,016
 
Operating lease liabilities, non-current
   
1,975
 

The weighted average remaining lease term of these office rental arrangements as of March 31, 2025 is 3.26 years. The lease expenses for these office rental arrangements for the three-month periods ended March 31, 2024 and 2025 were $60 and $416, respectively, and are included under “General and administrative expenses” in the unaudited interim condensed consolidated income statements.

F-13


STAR BULK CARRIERS CORP.
Notes to Unaudited Interim Condensed Consolidated Financial Statements
March 31, 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 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 March 31, 2025, for the outstanding finance lease obligations recognized on the balance sheet, as of that date, are as follows:

Twelve month periods ending
 
Amount
 
March 31, 2026
 
$
2,731
 
March 31, 2027
   
2,731
 
March 31, 2028
   
2,731
 
March 31, 2029
   
4,725
 
March 31, 2030
   
1,364
 
March 31, 2031 and thereafter
   
341
 
Total bareboat lease minimum payments
 
$
14,623
 
Unamortized lease issuance costs
   
(41
)
Total bareboat lease minimum payments, net
 
$
14,582
 
Lease financing short term
   
2,731
 
Lease financing long term, net of unamortized lease issuance costs
   
11,851
 

8.
Long-term bank loans:

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 loan activities, described below.

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 part of the funds was used to refinance the outstanding amount of the then existing ING Facility, as discussed below, while the excess funds were used 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 part of the collateral vessels of the ING Facility.

ii) ABN Revolving Facility:

In February 2025, the Company received a credit committee approval from ABN AMRO Bank N.V. (“ABN AMRO”) for a senior secured revolving facility of an amount of up to $50,000 (the “ABN Revolving Facility”) in order to finance working capital requirements. Each facility amount provided under the ABN Revolving Facility will be repayable within one year from its drawdown date, with the option to extend repayment for an additional 12 months upon mutual agreement. The ABN Revolving Facility, will be secured by first priority mortgage on the vessels Star Eva, Star Aphrodite, Star Lydia and Star Nicole. The completion of the transaction is subject to the execution of customary definitive documentation.

F-14


STAR BULK CARRIERS CORP.
Notes to Unaudited Interim Condensed Consolidated Financial Statements
March 31, 2025
(Expressed in thousands of U.S. dollars except for share and per share data, unless otherwise stated)

8.          Long-term bank loans - continued:

iii) 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 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.

Repayments

In addition to the scheduled repayments during the three-month period ended March 31, 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 of the remaining tranche of 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 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) $4,022 corresponding to the outstanding loan amount of the vessel Star Omicron under the NBG $151,085 Facility and, v) $4,551 corresponding to the outstanding loan amount of the vessel Bittern under the ESUN $100,000 Facility.

As of December 31, 2024 and March 31, 2025, the Company was required to maintain minimum liquidity, not legally restricted, of $75,500 and $75,000, respectively, which is included within “Cash and cash equivalents” in the consolidated balance sheets. In addition, as of December 31, 2024 and March 31, 2025, the Company was required to maintain a minimum liquidity, legally restricted (including the cash collateral required under certain of the Company’s FFAs, as described in Note 13), of $15,814 and $16,018, respectively. The increase in restricted cash is attributable to the increase in collateral required under certain of the Company’s financial instruments (Note 13).

As of March 31, 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 in Note 8 of the Company’s consolidated financial statements for the year ended December 31, 2024, included in the 2024 Annual Report.

The principal payments required to be made after March 31, 2025 for the outstanding bank debt as of that date, are as follows:

Twelve month periods ending
 
Amount
 
March 31, 2026
 
$
212,269
 
March 31, 2027
   
271,415
 
March 31, 2028
   
282,011
 
March 31, 2029
   
208,161
 
March 31, 2030
   
188,493
 
March 31, 2031 and thereafter
   
70,800
 
Total Long-term bank loans
 
$
1,233,149
 
Unamortized loan issuance costs
   
(7,305
)
Total Long-term bank loans, net
 
$
1,225,844
 
Current portion of long-term bank loans
   
212,269
 
Long-term bank loans, net of current portion and unamortized loan issuance costs
   
1,013,575
 

F-15


STAR BULK CARRIERS CORP.
Notes to Unaudited Interim Condensed Consolidated Financial Statements
March 31, 2025
(Expressed in thousands of U.S. dollars except for share and per share data, unless otherwise stated)


8.
Long-term bank loans - continued:

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), following a number of interest rates swaps the Company has entered into (Note 13), for the three-month periods ended March 31, 2024 and 2025 was 6.58% and 5.90%, respectively.

The amounts of “Interest and finance costs” included in the unaudited interim condensed consolidated income statements are analyzed as follows:

   
Three months ended March 31,
 
   
2024
   
2025
 
Interest on financing agreements
 
$
20,903
   
$
18,988
 
Less: Interest capitalized
   
(202
)
   
(366
)
Reclassification adjustments of interest rate swap loss/(gain) transferred to
Interest and finance costs from Other Comprehensive Loss (Note 13)
     (1,183 )
   
(551
)
Amortization of debt (loan & lease) issuance costs
   
779
     
824
 
Other bank and finance charges
   
202
     
380
 
Interest and finance costs
 
$
20,499
   
$
19,275
 

During the three-month period ended March 31, 2025, in connection with the loan prepayments described above, the Company wrote off an amount of $822 of unamortized debt issuance costs and incurred prepayment fees of $14, which are included under “Gain/(Loss) on debt extinguishment, net” in the unaudited interim condensed consolidated income statement for the corresponding period. During the three-month period ended March 31, 2024, the Company wrote off an amount of $779 of unamortized debt issuance costs, which are included along with prepayment fees of $34 under “Gain/(Loss) on debt extinguishment, net” in the unaudited interim condensed consolidated income statement for the corresponding period.


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 three-month period ended March 31, 2025, the Company issued 432,869 common shares pursuant to its Performance Incentive Program discussed in Note 11 of the Company’s consolidated financial statements for the year ended December 31, 2024, included in the 2024 Annual Report.

During the three months ended March 31, 2025, under the Share Repurchase Program, as described in the 2024 Annual Report, the Company repurchased 1,281,558 common shares in open market transactions at an average price of $15.26 per share for an aggregate consideration of $19,553 including commissions. All repurchased shares under the Share Repurchase Program were cancelled and removed from the Company’s share capital as of March 31, 2025.

Pursuant to its dividend policy, during the three-month period ended March 31, 2025, the Company declared and paid a cash dividend of $10,412 or $0.09 per common share.

F-16


 
STAR BULK CARRIERS CORP.
Notes to Unaudited Interim Condensed Consolidated Financial Statements
March 31, 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 three-month periods ended March 31, 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:

   
Three months ended March 31,
 
   
2024
   
2025
 
Income :
           
Net income
 
$
74,856
   
$
462
 
                 
                 
Basic earnings per share:
               
Weighted average common shares outstanding, basic
   
83,835,611
     
117,210,036
 
Basic earnings per share
 
$
0.89
   
$
0.00
 
                 
Effect of dilutive securities:
               
Dilutive effect of non vested shares
   
341,642
     
221,399
 
Weighted average common shares outstanding, diluted
   
84,177,253
     
117,431,435
 
                 
Diluted earnings per share
 
$
0.89
   
$
0.00
 


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.

The share-based compensation cost for the three-month periods ended March 31, 2024 and 2025, which is included under “General and administrative expenses” in the unaudited interim condensed consolidated income statements, amounted to $2,161 and $1,619, respectively.

F-17



STAR BULK CARRIERS CORP.
Notes to Unaudited Interim Condensed Consolidated Financial Statements
March 31, 2025
(Expressed in thousands of U.S. dollars except for share and per share data, unless otherwise stated)

11.
Equity Incentive Plans - continued:

A summary of the status of the Company’s non-vested restricted shares as of March 31, 2025 and the movement during the three-month period ended March 31, 2025 is presented below.

   
Number of shares
   
Weighted Average Grant
Date Fair Value per share
 
Unvested as at January 1, 2025
   
358,791
   
$
24.97
 
Granted
   
435,450
     
14.95
 
Vested
   
(435,450
)
   
14.95
 
Unvested as at March 31, 2025
   
358,791
   
$
24.97
 

As of March 31, 2025, the estimated compensation cost relating to non-vested restricted share awards not yet recognized is $3,711 and is expected to be recognized over the weighted average period of 1.13 years. During the three-month period ended March 31, 2025 the Company paid $32 for dividends to shareholders of non-vested shares.


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 at March 31, 2025.

Time charter party arrangements:

   
Twelve month periods ending March 31,
+ inflows/ - outflows
 
Total
   
2026
   
2027
   
2028
   
2029
   
2030
   
2031 and thereafter
 
Future, minimum, non-cancellable charter revenues (1)
 
$
158,974
   
$
153,413
   
$
5,561
   
$
-
   
$
-
   
$
-
   
$
-
 
Total
 
$
158,974
   
$
153,413
   
$
5,561
   
$
-
   
$
-
   
$
-
   
$
-
 




(1)
The amounts represent the minimum contractual charter revenues to be generated from the existing, as of March 31, 2025, non-cancellable time charter agreements, until their expiration, net of address commission, assuming no off-hire days, other than those related to scheduled interim and special surveys of the vessels. Future inflows also include revenues deriving from index linked charter agreements using i) the index rates at the commencement date of each agreement, in compliance with ASC 842, and do not reflect relevant index charter rate information prevailing as of March 31, 2025 and ii) the remaining minimum duration of each non-cancellable time charter agreement.

F-18


STAR BULK CARRIERS CORP.
Notes to Unaudited Interim Condensed Consolidated Financial Statements
March 31, 2025
(Expressed in thousands of U.S. dollars except for share and per share data, unless otherwise stated)

12.
Commitments and Contingencies - continued:

a)
Commitments - continued:

Other commitments:

   
Twelve month periods ending March 31,
+ inflows/ - outflows
 
Total
   
2026
   
2027
   
2028
   
2029
   
2030
   
2031 and thereafter
 
Future minimum time charter-in hire payments (1)
   
(6,112
)
   
(6,112
)
   
-
     
-
     
-
     
-
     
-
 
Vessel BWTS upgrades and ESD (2)
   
(9,964
)
   
(9,964
)
   
-
     
-
     
-
     
-
     
-
 
Total
 
$
(16,076
)
 
$
(16,076
)
 
$
-
   
$
-
   
$
-
   
$
-
   
$
-
 




(1)
The amounts represent the Company’s commitments under the existing, as of March 31, 2025, time-charter-in arrangements for third party vessels.


(2)
The amounts represent the Company’s commitments as of March 31, 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 March 31, 2025, as described in Note 5 “Vessels and other fixed assets, net and Advances for vessels under construction”.

F-19



STAR BULK CARRIERS CORP.
Notes to Unaudited Interim Condensed Consolidated Financial Statements
March 31, 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.

In March 2021, the U.S. government began investigating an allegation that one of the vessels acquired pursuant to the Eagle Merger may have improperly disposed of ballast water that entered the engine room bilges during a repair. Following extensive negotiations with the U.S. government, a subsidiary of the Company has agreed to enter into a plea agreement (the “Agreement”) and plead guilty based on the principles of vicarious liability to one count alleging failure to maintain an accurate oil record book in violation of The Act to Prevent Pollution from Ships (“APPS”), 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. The Agreement is subject to plea and sentencing proceedings before a U.S. District Court Judge in the Eastern District of Louisiana and will not be finalized until the Court has accepted the guilty plea, approved the Agreement and imposed the agreed upon sentence. The Company does not believe that this matter will have a material impact on the Company, our 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-20


STAR BULK CARRIERS CORP.
Notes to Unaudited Interim Condensed Consolidated Financial Statements
March 31, 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.

The following table summarizes the interest rate swaps in place as of March 31, 2025:

Counterparty
 
Trading Date
 
Inception
 
Expiry
 
Fixed Rate
 
Initial Notional
 
Current Notional
ING
 
Mar-20
 
Mar-20
 
Mar-26
 
0.7000%
 
$
29,960
   
$
19,260
 
ING
 
Jul-20
 
Jul-20
 
Jul-26
 
0.3700%
 
$
70,000
   
$
17,500
 


The above interest rate swaps were designated and qualified as cash flow hedges while they are in effect. The effective portion of the unrealized gains/losses from the above swaps (designated as cash flow hedges) is recorded in “Other Comprehensive Income/(Loss)” and no portion of these cash flow hedges was ineffective during the three-month period ended March 31, 2025.

Following the prepayment of the ING Facility and SEB $39,000 Facility (Note 8), the Company early terminated the following interest rate swap agreements: i) in January 2025, the one with ING for the vessels Peloreus and Leviathan which was originally set to mature in October 2025 and ii) in February 2025, the one with SEB for the vessels Star Marilena, Star Borneo and Star Bueno, which were originally set to mature in January 2026. In connection with the aforementioned unwinding of these interest rate swap agreements, during the three-month period ended March 31, 2025, the Company 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.

A gain of approximately $1,083 in connection with the interest rate swaps is expected to be reclassified into earnings during the following 12-month period ending March 31, 2026 when realized.

Forward Freight Agreements (“FFAs”) and Bunker Swaps

The results of the Company’s freight derivatives and bunker swaps for the three-month periods ended March 31, 2024 and 2025 and the valuation of their open positions as at December 31, 2024 and March 31, 2025 are presented in the tables below.

F-21


STAR BULK CARRIERS CORP.
Notes to Unaudited Interim Condensed Consolidated Financial Statements
March 31, 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:

The amount of Gain/(Loss) on FFAs and bunker swaps, net and on interest rate swaps recognized in the unaudited interim condensed consolidated income statements, are analyzed as follows:

    Three Months Ended March 31,
   
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
   
(1,785
)
   
52
 
Urealized gain/(loss) of de-designated accounting hedging relationship of interest rate swaps
   
975
     
-
 
Total Gain/(loss) recognized
 
$
(810
)
 
$
52
 
                 
Interest and finance costs
               
Reclassification adjustments of interest rate swap loss/(gain) transferred to Interest and finance costs from Other comprehensive income/(loss) (Note 8)
   
1,183
     
551
 
Total Gain/(loss) recognized
 
$
1,183
   
$
551
 
                 
Gain/(Loss) on FFAs and bunker swaps, net
               
Realized gain/(loss) on FFAs
   
(2,706
)
   
132
 
Realized gain/(loss) on bunker swaps
   
-
     
714
 
Unrealized gain/(loss) on FFAs
   
(3,215
)
   
598
 
Unrealized gain/(loss) on bunker swaps
   
-
     
1,486
 
Total Gain/(loss) recognized
 
$
(5,921
)
 
$
2,930
 

The following table summarizes the valuation of the Company’s financial instruments as of December 31, 2024 and March 31, 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
   
March 31, 2025
 

Balance Sheet Location  
(not designated as cash flow hedges)
   
(designated as cash flow hedges)
   
(not designated as cash flow hedges)
   
(designated as cash flow hedges)
 
ASSETS
                         
FFAs - current
Derivatives, current asset portion
 
$
65
   
$
-
   
$
817
   
$
-
 
Bunker swaps - current
Derivatives, current asset portion
   
63
     
-
     
1,549
     
-
 
Total
   
$
128
   
$
-
   
$
2,366
   
$
-
 
LIABILITIES
                                 
FFAs - current
Derivatives, current liability portion
 
$
-
   
$
-
   
$
153
   
$
-
 
Total
   
$
-
   
$
-
   
$
153
   
$
-
 

F-22


STAR BULK CARRIERS CORP.
Notes to Unaudited Interim Condensed Consolidated Financial Statements
March 31, 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:

The following table summarizes the valuation of the Company’s derivative financial instruments as of December 31, 2024 and March 31, 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
 
March 31, 2025

Balance Sheet Location  
(not designated as cash flow hedges)
   
(designated as cash flow hedges)
   
(not designated as cash flow hedges)
   
(designated as cash flow hedges)
 
ASSETS
                         
Interest rate swaps - current
Derivatives, current asset portion
 
$
-
   
$
2,049
   
$
-
   
$
976
 
Interest rate swaps - non-current
Derivatives, non-current asset portion
   
-
     
330
     
-
     
88
 
Total
   
$
-
   
$
2,379
   
$
-
   
$
1,064
 

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 March 31, 2025 amounted to $732 and $1,217 respectively, and are included within “Restricted cash, current” in the consolidated balance sheets.

The carrying values of temporary cash investments, restricted cash, accounts receivable and accounts payable approximate their fair value due to the short-term nature of these financial instruments. The fair value of long-term bank loans and financing under bareboat leases (Level 2), bearing interest at variable interest rates, approximates their recorded values as of March 31, 2025, due to the variable interest rate nature thereof.


14.
Other operational gain:

During the three-month period ended March 31, 2025, the Company recorded a gain of $12,037 under “Other Operational Gain” in the unaudited interim condensed consolidated income statement. This gain primarily 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 is expected to require settlement; and (c) the reversal of previously accrued expenses totaling $5,200, following the Company’s determination that no further invoices would be received to settle these accruals. During the three-month period ended March 31, 2024, the Company recorded a gain of $1,617, 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 three-month periods ended March 31, 2024 and 2025, as presented in the unaudited interim condensed consolidated income statements:

    Three months ended March 31,
   
2024
   
2025
 
             
Time charters
 
$
141,710
   
$
147,861
 
Voyage charters
   
121,058
     
80,883
 
Pool revenues
   
(3,378
)
   
1,906
 
   
$
259,390
   
$
230,650
 

F-23


 
STAR BULK CARRIERS CORP.
Notes to Unaudited Interim Condensed Consolidated Financial Statements
March 31, 2025
(Expressed in thousands of U.S. dollars except for share and per share data, unless otherwise stated)


15.
Voyage revenues – continued:

As of March 31, 2025, trade accounts receivable from voyage charter agreements decreased to $19,245 from $24,512 as of December 31, 2024 and are presented under “Trade accounts receivable, net” in the 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 three months ended March 31, 2025. No write-off was recorded in periods presented in connection with the voyage charter agreements.

Further, as of March 31, 2025, capitalized contract fulfilment costs which are recorded under “Other current assets” decreased by $420 compared to December 31, 2024, to $4,013 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 three-month period ended March 31, 2025 as the performance obligations were satisfied in that period. In addition, the Company recorded $4,910 as unearned revenue related to voyage charter agreements in progress as of March 31, 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 $15,536 and $7,794 for the three-month periods ended March 31, 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.

Demurrage income for the three-month periods ended March 31, 2024 and 2025 amounted to $4,342 and $2,348, 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 three-month periods ended March 31, 2024 and 2025 was $(3,360) and $1,906, respectively, and is included within “Pool revenues” in the table above. Pool revenues for the three-month period ended March 31, 2024, also include other minor participation adjustments.

As discussed in Note 1, during the three-month periods ended March 31, 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 three-month periods ended March 31, 2024 and 2025, amounted to $8,436 and $20,126, respectively, and are included in “Voyage revenues” in the consolidated income statements, out of which $3,022 and $8,549, respectively, constitute sublease income deriving from time charter agreements.


F-24


STAR BULK CARRIERS CORP.
Notes to Unaudited Interim Condensed Consolidated Financial Statements
March 31, 2025
(Expressed in thousands of U.S. dollars except for share and per share data, unless otherwise stated)


16.
Subsequent Events:

a)          On April 23, 2025, in connection with the sale of the vessel Strange Attractor (Note 5), the Company prepaid an amount of $3,990, corresponding to the vessel’s outstanding loan amount under the NBG $151,085 Facility.

b)          In April 2025 and May 2025, the Company agreed to sell the vessels Puffin Bulker, Star Canary, Star Petrel, Oriole and Star Georgia, respectively. On May 20, 2025, the vessel Puffin Bulker was delivered to its new owners. The vessels Star Canary and Oriole are expected to be delivered to their new owners by June 2025, while vessels Star Petrel and Star Georgia are expected to be delivered to their new owners by July 2025.

c)          On April 24, 2025 and May 6, 2025, the vessels Strange Attractor and Bittern were delivered to their new owners, respectively. Overall, in connection with the sales of the vessels (as discussed in Notes 5 and 16b), the Company expects to collect total proceeds of $80,859, make debt prepayments of $22,167 and recognize a loss on sale of approximately $8,000.

d)          In April 2025, the Company entered into a loan agreement with E.SUN for a loan amount of up to $130,000 (the “ESUN $130,000 Facility”) for the post-delivery financing of the five Kamsarmax vessels currently under construction (Note 5).  The ESUN $130,000 Facility will mature seven years after drawdown and will be secured by first priority mortgages on the five newbuilding vessels under construction.

e)          On May 14, 2025, in connection with the sale of the vessel Puffin Bulker (Note 16b), the Company prepaid an amount of $4,593, corresponding to the vessel’s outstanding loan amount under the ABN AMRO $94,100 Facility.

f)          On May 14, 2025, the Company’s Board of Directors declared a quarterly cash dividend of $0.05 per share, payable on or about June 20, 2025 to all shareholders of record as of June 6, 2025.

g)          Pursuant to the Share Repurchase Program in May 2025, the Company repurchased 1,006,115 shares, in open market transactions at an average price of $16.15 per share for an aggregate consideration of $16,245.




F-25
EX-99.2 3 ex99-2.htm
Exhibit 99.2



STAR BULK CARRIERS CORP. REPORTS NET PROFIT OF $0.5 MILLION
FOR THE FIRST QUARTER OF 2025,
AND DECLARES QUARTERLY DIVIDEND OF $0.05 PER SHARE


ATHENS, GREECE, May 14, 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 first quarter of 2025 and the amendment of its dividend policy to pay a minimum quarterly dividend of $0.05 per share. Unless otherwise indicated or unless the context requires otherwise, all references in this press release to “we,” “us,” “our,” or similar references, mean Star Bulk Carriers Corp. and, where applicable, its consolidated subsidiaries.

Financial Highlights

 
(Expressed in thousands of U.S. dollars,
except for daily rates and per share data)
 
First quarter 2025
   
First quarter 2024
 
             
Voyage Revenues
 
$
230,650
   
$
259,390
 
Net income
 
$
462
   
$
74,856
 
Adjusted Net (loss) / income (1)
 
(7,738
)
 
$
73,239
 
Net cash provided by operating activities
 
$
48,508
   
$
114,262
 
EBITDA (2)
 
$
57,992
   
$
126,336
 
Adjusted EBITDA (2)
 
$
48,970
   
$
122,965
 
Earnings per share basic and diluted
 
$
0.00
   
$
0.89
 
Adjusted (loss) / earnings per share basic and diluted (1)
 
(0.07
)
 
$
0.87
 
Dividend per share for the relevant period
 
$
0.05
   
$
0.75
 
Average Number of Vessels
   
150.7
     
113.3
 
TCE Revenues (3)
 
$
159,278
   
$
195,664
 
Daily Time Charter Equivalent Rate (“TCE”) (3)
 
$
12,439
   
$
19,627
 
Daily OPEX per vessel (4)
 
$
5,008
   
$
4,962
 
Daily OPEX per vessel (as adjusted) (4)
 
$
4,898
   
$
4,962
 
Daily Net Cash G&A expenses per vessel (5)
 
$
1,319
   
$
1,223
 


(1)
Adjusted Net (loss) / income, Adjusted (loss) / 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 and earnings per share basic and diluted, which are the most directly comparable financial measures calculated and presented in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”), as well as for the definition of each measure.

(2)
EBITDA and Adjusted EBITDA are non-GAAP liquidity measures. Please see EXHIBIT I at the end of this release for a reconciliation of EBITDA and Adjusted EBITDA to Net Cash Provided by / (Used in) Operating Activities, which is the most directly comparable financial measure calculated and presented in accordance with U.S. GAAP, as well as for the definition of each measure. To derive Adjusted EBITDA from EBITDA, we exclude certain non-cash gains / (losses).

(3)
Daily Time Charter Equivalent Rate (“TCE”) and TCE Revenues are non-GAAP measures. Please see EXHIBIT I at the end of this release for a reconciliation to Voyage Revenues, which is the most directly comparable financial measure calculated and presented in accordance with U.S. GAAP. The definition of each measure is provided in footnote (7) to the Summary of Selected Data table below.

(4)
Daily OPEX per vessel is calculated by dividing vessel operating expenses by Ownership days (defined below). Daily OPEX per vessel (as adjusted) is calculated by dividing vessel operating expenses excluding pre-delivery expenses for each vessel on acquisition or change of management, if any, by Ownership days. In the future we may incur expenses that are the same as or similar to certain expenses (as 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 compensation expense and other non-cash charges and (2) then dividing the result by the sum of Ownership days and Charter-in days (defined below). Please see EXHIBIT I at the end of this release for a reconciliation to General and administrative expenses, which is the most directly comparable financial measure calculated and presented in accordance with U.S. GAAP.



Petros Pappas, Chief Executive Officer of Star Bulk, commented:

“Despite the seasonal market weakness during the first quarter 2025, Star Bulk remained in the black with Net Income of $0.5 million, EBITDA of $58.0 million and TCE per vessel per day of $12,439.

Our disciplined capital allocation strategy continues to prioritize shareholder value by combining dividends and share buybacks. The Board declared a $0.05 per share dividend, marking our 17th consecutive quarter of capital returns, totaling ~$1.35 billion to date. Using vessel sales proceeds at net asset value, we repurchased approximately 1.3 million shares, at prices significantly below net asset value, capitalizing on recent market dislocations to enhance shareholder returns. Going forward, we plan to remain committed to this strategy.

On the S&P front, we continue to selectively dispose of older and smaller tonnage that does not fit our commercial profile, having agreed to sell an additional five Supramax vessels. Operationally, we significantly surpassed our $50.0 million cost and revenue synergy target, delivering meaningful cost savings to our shareholders.

With over $500.0 million in liquidity, net debt below scrap value and 13 unencumbered vessels, we believe we are well-positioned to seize opportunities in the dry bulk market. Despite the global market volatility, and the uncertain effect of tariffs on global economic growth and trade, we are constructive about the medium/longer-term prospects of our industry, supported by a favorable order book and the IMO’s recent decision to implement global market-based measures to reduce GHG emissions, a decision that will effectively reduce supply of tonnage.”

2


Recent Developments

Declaration of Dividend

On May 14, 2025, our Board of Directors decided to amend our previously approved Dividend Policy. Under the new Dividend Policy, Star Bulk will pay a minimum quarterly dividend of $0.05 per share going forward. The policy otherwise remains unchanged. On the same date, our Board of Directors declared a quarterly cash dividend of $0.05 per share, payable on or about June 20, 2025 to all shareholders of record as of June 6, 2025.

Share Repurchase Program & Shares Outstanding Update

During the first quarter of 2025, we repurchased 1,281,558 common shares, in open market transactions at an average price of $15.24 per share for an aggregate consideration, including commissions, of $19.6 million.

As of the date of this release, we have 116,781,423 shares outstanding and $74.4 million outstanding under our share repurchase program of up to an aggregate of $100.0 million.

Fleet Update

Vessels’ S&P

The sale of the vessel Bittern, as previously announced, was completed on May 6, 2025 when the vessel was delivered to its new owners. In February 2025, we agreed to sell the vessels Star Omicron and Strange Attractor, which were delivered to their new owners in March 2025 and April 2025, respectively. In addition, in April 2025 and May 2025, we agreed to sell the vessels Puffin Bulker, Star Canary and Star Petrel, with the first two vessels expected to be delivered to their new owners within the second quarter of 2025 and the third vessel expected to be delivered in July 2025.

Financing

In February 2025, as previously announced, we prepaid the outstanding amount of $7.8 million under the SEB $39.0 million facility and we terminated the respective interest rate swap agreements with Skandinaviska Enskilda Banken AB.

In March 2025, we signed the Fubon $43.0 million facility, as previously announced, and an amount of $43.0 million was drawn on March 26, 2025.

In April 2025, we signed the loan agreement with E.SUN for a loan amount of up to $130.0 million (the “ESUN $130.0 million Facility”) for the post-delivery financing of the five Kamsarmax vessels currently under construction.

During the first quarter of 2025, in connection with the sale of the vessels Bittern and Star Omicron, we prepaid an aggregate amount of $8.6 million under their respective loan facilities. In addition, in April 2025 and in May 2025, in connection with the sale of the vessels Strange Attractor and Puffin Bulker, we prepaid an aggregate amount of $8.6 million under the vessels’ loan facilities. During the second quarter of 2025, we expect to make a debt prepayment of approximately $9.7 million under the vessels Star Canary and Star Petrel loan facilities.

Following the completion of all vessel sales described above, we will have 13 unencumbered vessels. We expect to collect total net proceeds of approximately $44.4 million and $12.5 million during the second and third quarter of 2025, respectively.

Interest Rate Swaps

Following a number of interest rate swaps we have entered into, we currently have an outstanding total notional amount of $36.8 million under our financing agreements with an average fixed rate of 56 bps and an average remaining maturity of 1.0 year. As of March 31, 2025, the Mark-to-Market value of our outstanding interest rate swaps stood at $1.2 million, and our cumulative net realized gain amounted to $39.6 million.

3


Vessel Employment Overview

Time Charter Equivalent Rate (“TCE rate”) is a non-GAAP measure. Please see EXHIBIT I at the end of this release for a reconciliation to Voyage Revenues, which is the most directly comparable financial measure calculated and presented in accordance with U.S. GAAP.

For the first quarter of 2025 our TCE rate per main vessel category was as follows:

   
First quarter 2025
 
       
Capesize / Newcastlemax Vessels:
 
$
20,245
 
Post Panamax / Kamsarmax / Panamax Vessels:
 
$
10,193
 
Ultramax / Supramax Vessels:
 
$
10,596
 

4


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 117,431,435 and 84,177,253 weighted average diluted shares for the first quarter of 2025 and 2024, respectively.

First Quarter 2025 and 2024 Results

For the first quarter of 2025, we had net income of $0.5 million, or $0.00 earnings per share, compared to net income for the first quarter of 2024 of $74.9 million, or $0.89 earnings per share. Adjusted net loss, which excludes certain non-cash  items, was $7.7 million, or $0.07 adjusted loss per share, for the first quarter of 2025, compared to an adjusted net income of $73.2 million for the first quarter of 2024, or $0.87 adjusted earnings per share.

Net cash provided by operating activities for the first quarter of 2025 was $48.5 million, compared to $114.3 million for the first quarter of 2024. Adjusted EBITDA, which excludes certain non-cash items, was $49.0 million for the first quarter of 2025, compared to $123.0 million for the first quarter of 2024.

Voyage revenues for the first quarter of 2025 decreased to $230.7 million from $259.4 million in the first quarter of 2024 and Time charter equivalent revenues (“TCE Revenues”)1 decreased to $159.3 million for the first quarter of 2025, compared to $195.7 million for the first quarter of 2024. The decrease in both Voyage revenues and TCE Revenues, despite the increase in the average number of vessels in our fleet to 150.7 from 113.3 during the relevant periods, is attributable to the significant decrease in charter rates. TCE rate for the first quarter of 2025 was $12,439 per day compared to $19,627 per day for the first quarter of 2024 which is indicative of the weaker market conditions prevailing during the recent quarter.

Charter-in hire expenses for the first quarter of 2025 increased to $15.9 million compared to $3.9 million in the first quarter of 2024. The increase is mainly attributable to the increase in charter-in days to 1,072 in the first quarter of 2025 from 271 in the corresponding period in 2024, following the delivery of all six newbuilding vessels under long-term charter-in agreements during 2024.

Vessel operating expenses for the first quarter of 2025 increased to $67.9 million from $51.2 million in the first quarter of 2024, primarily due to the increase in the average number of vessels in our fleet to 150.7 from 113.3, as a result of the Eagle Merger. Daily operating expenses per vessel, excluding pre-delivery expenses due to change of management of $1.5 million amounted to $4,898 for the first quarter of 2025 compared to $4,962 for the corresponding period of 2024 (where no pre-delivery expenses occurred). The almost same levels of daily operating expenses per vessel excluding pre-delivery expenses for the first quarters of 2025 and 2024, reflects our successful efforts to normalize the operating expenses of the legacy Eagle fleet to near pre-merger levels, approximately four quarters after the completion of the Eagle Merger.

Dry docking expenses for the first quarters of 2025 and 2024 were $24.7 million and $10.0 million, respectively. During the first quarter of 2025, 14 vessels completed their periodic dry docking surveys, while during the corresponding period in 2024, five vessels completed their periodic dry docking surveys. In addition, six vessels commenced their dry docking surveys in the first quarter of 2025 compared to one vessel which commenced its dry docking survey during the corresponding period in 2024, resulting in an overall increase in dry docking expenses.

General and administrative expenses for the first quarters of 2025 and 2024 were $15.3 million and $10.7 million, respectively, which included share-based compensation of $1.6 million and $2.2 million, respectively. Vessel management fees in the first quarter of 2025 increased to $5.6 million compared to $4.4 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 first quarter of 2025 amounted to $1,319 compared to $1,223 in the first quarter of 2024. We expect that our daily net cash G&A expenses will improve further during the following quarters as a result of synergies from the Eagle Merger.

Depreciation expense increased to $43.0 million for the first quarter of 2025 compared to $32.0 million for the corresponding period in 2024. The increase is primarily driven by the increase in the average number of vessels in our fleet, as discussed above.

Our results for the first quarter of 2025 include a loss from sale of vessels of $0.7 million, mainly in connection with the completion of the vessel Star Omicron sale, as described above under the section “Fleet Update”. During the first quarter of 2024, we recognized an aggregate net gain of $8.8 million which resulted from the completion of four vessel sales.




1 Please see the table at the end of this release for the calculation of the TCE Revenues.
5


During the first quarter of 2025, we recognized a gain on forward freight agreements (“FFAs”) and bunker swaps of $2.9 million, consisting of an unrealized gain of $2.1 million and a realized gain of $0.8 million. During the first quarter of 2024, we incurred a loss on FFAs and bunker swaps of $5.9 million, consisting of an unrealized loss of $3.2 million and a realized loss of $2.7 million.

Other operational gain for the first quarter of 2025 amounted to $12.0 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 and $9.3 million related to the write-off of previously recorded accruals and liabilities that are no longer expected to require settlement. Other operational gain for the first quarter of 2024 amounted to $1.6 million and primarily derived from various insurance claims.

Interest income and other income/(loss) for the first quarters of 2025 and 2024 amounted to $4.7 million and $2.5 million, respectively. The increase is primarily attributable to a realized foreign exchange gain of $0.9 million resulting from the weakening of the Euro/USD exchange rate during the first quarter of 2025, compared to a foreign exchange loss of $0.7 million in the corresponding period of 2024 and to the higher interest earned in the first quarter of 2025, due to higher cash balances maintained, compared to the corresponding period in 2024.

6


Unaudited Consolidated Income Statements

(Expressed in thousands of U.S. dollars except for share and per share data)
 
First quarter 2025
   
First quarter 2024
 
             
Revenues:
           
Voyage revenues
 
$
230,650
   
$
259,390
 
Total revenues
   
230,650
     
259,390
 
                 
Expenses:
               
Voyage expenses
   
(56,318
)
   
(57,094
)
Charter-in hire expenses
   
(15,900
)
   
(3,926
)
Vessel operating expenses
   
(67,942
)
   
(51,172
)
Dry docking expenses
   
(24,677
)
   
(10,021
)
Depreciation
   
(42,954
)
   
(31,990
)
Management fees
   
(5,600
)
   
(4,404
)
General and administrative expenses
   
(15,261
)
   
(10,695
)
Gain/(Loss) on forward freight agreements and bunker swaps, net
   
2,930
     
(5,921
)
Other operational loss
   
(1,156
)
   
(181
)
Other operational gain
   
12,037
     
1,617
 
Gain/(Loss) on sale of vessels
   
(740
)
   
8,769
 
Operating income
   
15,069
     
94,372
 
                 
Interest and finance costs
   
(19,275
)
   
(20,499
)
Interest income and other income/(loss)
   
4,712
     
2,526
 
Gain/(Loss) on derivative financial instruments, net
   
52
     
(810
)
Gain/(Loss) on debt extinguishment, net
   
(65
)
   
(813
)
Total other expenses, net
   
(14,576
)
   
(19,596
)
                 
Income before taxes and equity in income/(loss) of investee
 
$
493
   
$
74,776
 
                 
Income tax (expense)/refund
   
-
     
106
 
                 
Income before equity in income/(loss) of investee
   
493
     
74,882
 
                 
Equity in income/(loss) of investee
   
(31
)
   
(26
)
                 
Net income
 
$
462
   
$
74,856
 
                 
Earnings per share, basic and diluted
 
$
0.00
   
$
0.89
 
Weighted average number of shares outstanding, basic
   
117,210,036
     
83,835,611
 
Weighted average number of shares outstanding, diluted
   
117,431,435
     
84,177,253
 

7


Unaudited Consolidated Condensed Balance Sheet Data

(Expressed in thousands of U.S. dollars)
       
         
ASSETS
 
March 31, 2025
 
December 31, 2024
Cash and cash equivalents and resticted cash, current
 
$
432,237
   
436,284
Other current assets
   
208,157
   
222,689
TOTAL CURRENT ASSETS
   
640,394
   
658,973
             
Advances for vessels under construction
   
28,491
   
27,526
Vessels and other fixed assets, net
   
3,162,767
   
3,208,357
Restricted cash, non current
   
4,606
   
4,596
Other non-current assets
   
180,190
   
186,926
TOTAL ASSETS
 
$
4,016,448
 
$
4,086,378
             
Current portion of long-term bank loans and lease financing
   
215,000
   
223,878
Other current liabilities
   
173,227
   
175,934
TOTAL CURRENT LIABILITIES
   
388,227
   
399,812
             
Long-term bank loans and lease financing non-current (net of unamortized deferred finance fees of $7,346 and $7,657, respectively)
   
1,025,426
   
1,047,659
Other non-current liabilities
   
150,139
   
157,132
TOTAL LIABILITIES
 
$
1,563,792
 
$
1,604,603
             
SHAREHOLDERS’ EQUITY
   
2,452,656
   
2,481,775
             
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
 
$
4,016,448
 
$
4,086,378

Unaudited Consolidated Condensed Cash Flow Data

(Expressed in thousands of U.S. dollars)
 
Three months ended
March 31, 2025
   
Three months ended
March 31, 2024
 
             
Net cash provided by / (used in) operating activities   $ 48,508     $ 114,262  
                 
Acquisition of other fixed assets
   
(95
)
   
(30
)
Capital expenditures for acquisitions/vessel modifications/upgrades and advances for vessels under construction
   
(7,226
)
   
(22,018
)
Cash proceeds from vessel sales
   
8,351
     
94,021
 
Hull and machinery insurance proceeds
   
8,391
     
591
 
Net cash provided by / (used in) investing activities
   
9,421
     
72,564
 
                 
Proceeds from vessels’ new debt
   
228,000
     
-
 
Scheduled vessels’ debt repayment
   
(52,415
)
   
(44,648
)
Debt prepayment due to refinancing and vessel sales
   
(207,008
)
   
(97,247
)
Financing and debt extinguishment fees paid
   
(578
)
   
(133
)
Repurchase of common shares
   
(19,553
)
   
-
 
Dividends paid
   
(10,412
)
   
(38,003
)
Net cash provided by / (used in) financing activities
   
(61,966
)
   
(180,031
)

8


Summary of Selected Data

   
First quarter 2025
   
First quarter 2024
 
Average number of vessels (1)
   
150.7
     
113.3
 
Number of vessels (2)
   
150
     
111
 
Average age of operational fleet (in years) (3)
   
12.3
     
11.9
 
Ownership days (4)
   
13,566
     
10,314
 
Available days (5)
   
12,805
     
9,969
 
Charter-in days (6)
   
1,072
     
271
 
Daily Time Charter Equivalent Rate (7)
 
$
12,439
   
$
19,627
 
Daily OPEX per vessel (8)
 
$
5,008
   
$
4,962
 
Daily OPEX per vessel (as adjusted) (8)
 
$
4,898
   
$
4,962
 
Daily Net Cash G&A expenses per vessel (9)
 
$
1,319
   
$
1,223
 

(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 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.
(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 first quarter of 2025 included pre-delivery expenses due to change of management of $1.5 million while no pre-delivery expenses incurred in the first quarter of 2024.
(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.

9


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 operating activities to EBITDA and Adjusted EBITDA:

(Expressed in thousands of U.S. dollars)
 
First quarter 2025
   
First quarter 2024
 
Net cash provided by/(used in) operating activities
 
$
48,508
   
$
114,262
 
Net decrease/(increase)  in operating assets
   
(7,189
)
   
2,383
 
Net increase/(decrease) in operating  liabilities, excluding operating lease liability and including other non-cash charges
   
(6,147
)
   
(11,069
)
Gain/(Loss) on debt extinguishment, net
   
(65
)
   
(813
)
Share – based compensation
   
(1,619
)
   
(2,161
)
Amortization of debt (loans & leases) issuance costs
   
(824
)
   
(779
)
Unrealized gain/(loss) on forward freight agreements and bunker swaps, net
   
2,084
     
(3,215
)
Unrealized gain/(loss) on interest rate swaps, net
   
-
     
(975
)
Total other expenses, net
   
14,576
     
19,596
 
Write-off of accruals and current liabilities
   
9,266
     
-
 
Income tax expense/(refund)
   
-
     
(106
)
Gain/(Loss) on sale of vessels
   
(740
)
   
8,769
 
Gain from Hull & Machinery claim
   
173
     
470
 
Equity in income/(loss) of investee
   
(31
)
   
(26
)
EBITDA
 
$
57,992
   
$
126,336
 
                 
Equity in (income)/loss of investee
   
31
     
26
 
Unrealized (gain)/loss on forward freight agreements and bunker swaps, net     (2,084 )     3,215  
(Gain)/Loss on sale of vessels
   
740
     
(8,769
)
Write-off of accruals and current liabilities
   
(9,266
)
   
-
 
Share-based compensation
   
1,619
     
2,161
 
Other non-cash charges
   
(62
)
   
(4
)
Adjusted EBITDA
 
$
48,970
   
$
122,965
 

10

Net income and Adjusted Net (loss) / income Reconciliation and Calculation of Adjusted (loss) / earnings Per Share

To derive Adjusted Net (loss) / income and Adjusted (loss) / earnings Per Share from Net Income, we exclude non-cash items, as provided in the table below. We believe that Adjusted Net (loss)/ income and Adjusted (loss) / 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 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 (loss) / income and Adjusted (loss) / 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)  
First quarter 2025
   
First quarter 2024
 
Net income
 
$
462
   
$
74,856
 
Share – based compensation
   
1,619
     
2,161
 
Other non-cash charges
   
(62
)
   
(4
)
Unrealized (gain)/loss on forward freight agreements and bunker swaps, net
   
(2,084
)
   
3,215
 
Unrealized (gain)/loss on interest rate swaps, net
   
-
     
975
 
Gain/(Loss) on sale of vessels
   
740
     
(8,769
)
Write-off of accruals and current liabilities
   
(9,266
)
   
-
 
(Gain)/Loss on debt extinguishment, net (non-cash)
   
822
     
779
 
Equity in (income)/loss of investee
   
31
     
26
 
Adjusted Net (loss) / income
 
$
(7,738
)
 
$
73,239
 
Weighted average number of shares outstanding, basic
   
117,210,036
     
83,835,611
 
Weighted average number of shares outstanding, diluted
   
117,431,435
     
84,177,253
 
Adjusted basic and diluted (loss) /earnings per share
 
$
(0.07
)
 
$
0.87
 

11


Voyage Revenues to Daily Time Charter Equivalent (“TCE”) Reconciliation

(In thousands of U.S. Dollars, except for TCE rates)
 
First quarter 2025
   
First quarter 2024
 
Voyage revenues
 
$
230,650
   
$
259,390
 
Less:
               
Voyage expenses
   
(56,318
)
   
(57,094
)
Charter-in hire expenses
   
(15,900
)
   
(3,926
)
Realized gain/(loss) on FFAs/bunker swaps, net
   
846
     
(2,706
)
Time Charter equivalent revenues
 
$
159,278
   
$
195,664
 
                 
Available days
   
12,805
     
9,969
 
Daily Time Charter Equivalent Rate (“TCE”)
 
$
12,439
   
$
19,627
 


Daily Net Cash G&A expenses per vessel Reconciliation

(In thousands of U.S. Dollars, except for daily rates)
 
First quarter 2025
   
First quarter 2024
 
General and administrative expenses
 
$
15,261
   
$
10,695
 
Plus:
               
Management fees
   
5,600
     
4,404
 
Less:
               
Share – based compensation
   
(1,619
)
   
(2,161
)
Other non-cash charges
   
62
     
4
 
Net Cash G&A expenses
 
$
19,304
   
$
12,942
 
                 
Ownership days
   
13,566
     
10,314
 
Charter-in days
   
1,072
     
271
 
Daily Net Cash G&A expenses per vessel
 
$
1,319
   
$
1,223
 

12


Conference Call details:
Our management team will host a conference call to discuss our financial results on Thursday, May 14, 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 13753831. 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 a) the vessels agreed to be sold as discussed above and b) the five firm Kamsarmax vessels currently under construction, we own a fleet of 150 vessels, with an aggregate capacity of 14.7 million dwt consisting of 17 Newcastlemax, 15 Capesize, 1 Mini Capesize, 7 Post Panamax, 44 Kamsarmax, 1 Panamax, 48 Ultramax and 17 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.

13


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; 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: starbulk@capitallink.com
Email: info@starbulk.com
www.capitallink.com
www.starbulk.com
 



14
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