Business Context and Reporting Period
Company: Costamare Inc. (NYSE: CMRE)
Filing Type: Form 6-K (Report of Foreign Private Issuer)
Date: October 21, 2025
Reporting Period: Month of October 2025
Principal Executive Office: Monaco
Key Financial Metrics
This filing is a corporate governance report regarding a Shareholders Rights Agreement amendment. It does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity data. The filing text does not provide a clear value for any financial metric.
Material Changes
The Company entered into a First Amendment to its Shareholders Rights Agreement dated October 19, 2010. The material changes include:
- Modified Trigger Threshold: The definition of "Acquiring Person" now triggers the Rights Agreement if a "U.S. Person" becomes the beneficial owner of 5% or more of the Company's common stock.
- Non-U.S. Persons: The triggering threshold for non-U.S. Persons remains unchanged.
- Exemptions: Existing U.S. passive investors (Schedule 13G filers) owning between 5% and 6.5% are granted an exemption, provided they do not exceed their existing ownership percentage.
Outlook, Management Commentary, and Risks
Management Commentary: The Board approved the Amendment to protect stockholder value in response to regulatory developments announced on October 10, 2025, by the Ministry of Transport of the People's Republic of China regarding special port fees for U.S.-linked vessels. The goal is to strengthen the Company's ability to respond to U.S. Persons who might seek to influence the Company's adherence to these regulations.
Future Intent: The Company expects to rescind the Amendment and reinstate the prior terms of the Rights Agreement once the Board determines the changes are no longer necessary.
Risks: The filing includes standard forward-looking statements regarding the uncertainty of future results and references the "Risk Factors" section of the Company's Annual Report on Form 20-F for a detailed discussion of risks.
Investor Verification Checklist
- Verify the specific terms of the First Amendment to the Shareholders Rights Agreement (Exhibit 99.1).
- Monitor ongoing regulatory developments from the People's Republic of China regarding port fees for U.S.-linked vessels.
- Confirm the Company's future announcement regarding the potential rescission of the Amendment.
- Review the Company's Annual Report on Form 20-F for comprehensive risk factors not detailed in this 6-K.