CMDB

Business Context and Reporting Period

Company: Costamare Bulkers Holdings Ltd (NYSE: CMDB)
Filing Type: Form 20-F (Annual Report)
Reporting Period: Fiscal Year Ended December 31, 2025
Business Overview: Costamare Bulkers is an international owner and operator of dry bulk vessels, spun off from Costamare Inc. on May 6, 2025. The company operates an owned fleet of dry bulk vessels and a dry bulk operating platform (CBI) that charters in and out vessels. As of March 16, 2026, the owned fleet consisted of 31 vessels (approx. 2.85 million dwt), and the CBI fleet included 19 chartered-in vessels (approx. 2.23 million dwt). The company is classified as an Emerging Growth Company (EGC) and a Foreign Private Issuer (FPI).

Key Financial Metrics (Year Ended Dec 31, 2025)

Material Changes and Operational Highlights

• Spin-Off Completion: The company became a standalone public entity on May 6, 2025, following a pro-rata distribution of shares to Costamare Inc. shareholders. Financial results for the year include operations from the date of the spin-off for the consolidated entity and predecessor carve-out data for the period prior to May 6, 2025.
• Strategic Realignment (CBI): In September 2025, the company entered a Strategic Cooperation Agreement with Cargill International S.A., transferring the majority of the CBI trading book, chartered-in vessels, and derivative positions to Cargill. This realignment aims to better integrate the remaining CBI fleet with the owned fleet.
• Fleet Transactions: During 2025, the company sold nine vessels (including Rose, Resource, and Pythias) and acquired two secondhand vessels (Imperator and Gorgo). A net loss of $11.5 million was recorded on vessel sales.
• Market Conditions: The dry bulk market rebounded in 2025, with the Baltic Dry Index (BDI) increasing 88% for the year, driven by firmer demand and supply-side constraints (e.g., Red Sea disruptions). However, the second half of 2024 saw a 52% decline in time charter rates.

Guidance, Outlook, and Risks

Outlook and Commentary: Management expects the dry bulk market to remain volatile and cyclical. The company focuses on short-term time charters and index-linked charters to capture upside in rising markets. The realignment of the CBI business is intended to reduce volatility associated with the operating platform. The company maintains a dividend policy subject to board discretion, liquidity, and debt covenants.

Key Risks and Contingencies:

• Geopolitical Instability: Ongoing conflicts in the Middle East (Red Sea, Strait of Hormuz) and U.S.-China trade tensions pose risks to trade volumes and shipping routes. New U.S. port fees and potential retaliatory measures by China remain uncertain.
• Regulatory Compliance: Stricter environmental regulations (EU ETS, FuelEU Maritime, IMO GHG strategies) may require significant capital expenditures for scrubbers, fuel changes, or vessel upgrades, potentially reducing the value of older tonnage.
• Counterparty and Credit Risk: The company relies on charterers to fulfill obligations. A downturn in the market could lead to charterer defaults or renegotiations at lower rates.
• Related Party Transactions: Significant management and agency fees are paid to entities controlled by the Konstantakopoulos family (largest shareholder) and the CEO. These agreements include termination fees and non-compete clauses.
• Derivative Exposure: The company uses Forward Freight Agreements (FFAs), bunker swaps, and EUA futures. While these can hedge risk, they also introduce volatility to earnings if market movements are adverse.

Investor Verification Checklist

• Debt Covenants: Verify compliance with minimum liquidity ($30M or 3% of debt), leverage ratios (0.75:1), and market value adjusted net worth ($100M) covenants.
• CBI Realignment Impact: Assess the financial impact of the Cargill transaction on future revenue streams and the remaining CBI fleet's profitability.
• Vessel Valuation: Review the carrying value of the owned fleet against current market values, noting that four vessels were identified as potentially having fair values below carrying values as of Dec 31, 2025.
• Related Party Fees: Scrutinize the $14.4 million in management fees and $9.2 million in agency fees paid to related parties and the terms of the Framework and Services Agreements.
• Derivative Positions: Examine the net liability of $0.6 million in derivatives and the potential for margin calls or unrealized losses in volatile freight markets.
• Dividend Sustainability: Evaluate the ability to pay dividends given the net loss for the year, though operating cash flow was positive at $75.6 million.