The following is a discussion of the financial condition and results of operations of Star Bulk Carriers Corp. (“Star Bulk”) for the nine-month periods ended September 30, 2024 and 2025. Unless otherwise specified herein, references to the “Company,” “we,” “us” or “our” shall include Star Bulk and its subsidiaries. You should read the following discussion and analysis together with the unaudited interim condensed consolidated financial statements and related notes included elsewhere herein. For additional information relating to our management’s discussion and analysis of financial conditions and results of operations, please see our Annual Report on Form 20‑F for the year ended December 31, 2024, which was filed with the U.S. Securities and Exchange Commission (the “Commission”) on March 19, 2025 (the “2024 Annual Report”). Unless otherwise defined herein, capitalized words and expressions used herein shall have the same meanings ascribed to them in the 2024 Annual Report. This discussion includes forward-looking statements which, although based on assumptions that we consider reasonable, are subject to risks and uncertainties which could cause actual events or conditions to differ materially from those currently anticipated and expressed or implied by such forward-looking statements.

Overview

We are a global shipping company providing worldwide seaborne transportation solutions in the dry bulk sector. Our vessels transport major bulks, which include iron ore, coal and grain, and minor bulks which include bauxite, fertilizers and steel products. We were incorporated in the Marshall Islands on December 13, 2006 and, on December 3, 2007, we commenced operations when we took delivery of our first vessel. We maintain offices in Athens, New York, Connecticut (Stamford) and Singapore. Our common shares trade on the Nasdaq Global Select Market under the symbol “SBLK.”

Eagle Merger

On April 9, 2024, we completed the merger with Eagle Bulk Shipping Inc. (“Eagle”) in an all-stock transaction (the “Eagle Merger”), which resulted in the issuance of 28,082,319 shares of our common stock. In addition, at the time of the Eagle Merger’s completion, 1,341,584 shares of our common stock were issued in exchange for the 511,840 loaned shares of Eagle common stock (the “Eagle loaned shares”) outstanding in connection with Eagle’s 5.00% Convertible Senior Notes due 2024 (the “Convertible Notes”). Upon the maturity date of the Convertible Notes on August 1, 2024, the issued 1,341,584 shares of our common stock were cancelled upon return and 5,971,284 shares of our common stock were issued for settlement of such Convertible Notes.

Our Fleet

During the nine-month period ended September 30, 2025, we agreed to sell the vessels Star Omicron, Strange Attractor, Bittern, Puffin Bulker, Oriole, Star Canary, Star Petrel, Star Georgia, Star Nighthawk, Star Runner, Star Danai, Star Goal, Star Sandpiper and Star Owl. All of these vessels were delivered to their new owners during the nine-month period ended September 30, 2025, except for the vessels Star Runner and Star Sandpiper, which were delivered in October 2025.

On October 31, 2025, we entered into three novation and amendment agreements with Hengli Shipbuilding (Singapore) Pte. Ltd. and Hengli Shipbuilding (Dalian) Co. Ltd. for the acquisition of three 82,000 dwt Kamsarmax newbuilding vessels that are currently under construction. The three vessels are scheduled to be delivered within the three-month period ending September 30, 2026 as described in the table under section “Vessels Under Construction”.

 On a fully delivered basis, taking into account the delivery of the eight Kamsarmax vessels under construction, as of November 14, 2025, our owned fleet consists of 145 vessels with an aggregate carrying capacity of approximately 14.4 million dwt, 97% of which are fitted with Exhaust Gas Cleaning Systems (“scrubbers”) consisting of Newcastlemax, Capesize, Mini Capesize, Post Panamax, Kamsarmax, Panamax, Ultramax and Supramax vessels.

 

The following tables present summary information relating to our fleet as of November 14, 2025:

Operating Fleet:

 

Operating Fleet - Continued:

 

Operating Fleet - Continued:

Operating Fleet - Continued:

Vessels Under Construction:

Long-Term Time Charter-In Vessels:

In addition, we have entered into long-term charter-in arrangements, the details of which are described in the below table.

Liquidity and Capital Resources

Our principal sources of funds have been cash flow from operations, equity offerings, borrowings under secured credit facilities, debt securities or bareboat lease financings and proceeds from vessel sales. Our principal uses of funds have been capital expenditures to establish and grow our fleet, maintain the quality of our dry bulk carriers and comply with international shipping standards, environmental laws and regulations, fund working capital requirements, make principal and interest payments on outstanding indebtedness, make dividend payments when approved by the Board of Directors and fund share repurchases when our share price is trading at a significant discount to the estimated net liquidation value of our vessels.

Our short-term liquidity requirements include paying operating costs, funding working capital requirements and the short-term equity portion of the cost of vessel acquisitions, if any, our newbuilding program and vessel upgrades, interest and principal payments on short-term outstanding indebtedness and maintaining cash reserves to strengthen our position against adverse fluctuations in operating cash flows. Our primary source of short-term liquidity is cash generated from operating activities, available cash balances and portions from new debt and refinancings as well as equity financings.

 

Our medium- and long-term liquidity requirements are funding the equity portion of our newbuilding vessel installments and secondhand vessel acquisitions, if any, funding required payments under our vessel financing and other financing agreements and paying cash dividends when declared and funding share repurchases, when our share price is trading at a significant discount to the estimated net liquidation value of our vessels. Sources of funding for our medium- and long-term liquidity requirements include cash flows from operations, new debt and refinancings or lease financings, equity issuances and vessel sales. Please also refer to Note 12 to our unaudited interim condensed consolidated financial statements included elsewhere herein for further discussion on our contractual commitments as of September 30, 2025.

As of November 14, 2025, we had an aggregate amount of total cash and highly liquid investments (as described in Note 13 of our unaudited interim condensed consolidated financial statements included elsewhere herein) of $454.4 million and outstanding borrowings (including lease financing agreements) of $1,028.4 million.

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

We believe that our current cash balance and our operating cash flows to be generated over the short-term period will be sufficient to meet our known short-term and long-term liquidity requirements. These requirements include funding the operations of our fleet, capital expenditure requirements, including our commitments for the installation of Energy Saving Devices (“ESD”), telemetry equipment and other upgrades on our vessels, as well as the remaining contractual commitments for the eight vessels under construction. Furthermore, in April 2025, we entered into an agreement with E.SUN Commercial Bank Ltd. for a loan facility of up to $130.0 million for the post-delivery financing of five of our vessels under construction. In addition, we have an aggregate amount of $115.0 million available for drawing under two revolving credit facilities entered into in May 2025 and June 2025 with ABN AMRO Bank N.V. and National Bank of Greece S.A., respectively, as described in Note 8 of our unaudited interim condensed consolidated financial statements included elsewhere herein.

We may seek additional indebtedness to finance future vessel acquisitions and our newbuilding program in order to maintain our cash position or to refinance our existing debt in more favorable terms. Our practice has been to fund the cash portion of the acquisition or construction cost of dry bulk carriers using a combination of funds from operations and bank debt or lease financing secured by mortgages or title of ownership on our dry bulk carriers held by the relevant lenders, respectively. We may also use the proceeds from potential equity or debt offerings to finance future vessel acquisitions. Our business is capital-intensive and its future success will depend on our ability to maintain a high-quality fleet through the acquisition and construction of newer dry bulk carriers and the selective sale of older dry bulk carriers. These acquisitions and newbuilding contracts will be principally subject to management’s expectation of future market conditions as well as our ability to acquire dry bulk carriers on favorable terms. However, our ability to obtain bank or lease financing, to refinance our existing debt or to access the capital markets for offerings in the future may be limited by our financial condition at the time of any such financing or offering, including the market value of our fleet, as well as by adverse market conditions resulting from, among other things, general economic conditions, prevailing interest rates, weakness in the financial and equity markets and contingencies and uncertainties that are beyond our control. Our liquidity is also impacted by our dividend policy, as discussed below.

Dividend Policy

Our dividend policy is described in Item 8. Financial Information-A. Consolidated statements and other financial information—Dividend Policy of our 2024 Annual Report.

On May 14, 2025, our Board of Directors decided to amend our previously approved dividend policy. Under the amended dividend policy, Star Bulk will pay a minimum quarterly dividend of $0.05 per share even if the quarterly “Cash Flow” (as defined in the dividend policy) would result in less or no dividend. The policy otherwise remains unchanged, including with respect to the Cash Flow definition and the limitations set out below.

 

On November 18, 2025, pursuant to our amended dividend policy, our Board of Directors declared a quarterly cash dividend of $0.11 per share, payable on or about December 18, 2025 to all shareholders of record as of December 5, 2025.

Since Star Bulk is a holding company with no material assets other than the shares of its subsidiaries through which it conducts its operations, Star Bulk’s ability to pay dividends in the future will depend on its subsidiaries’ ability to distribute funds to it. Any future dividends declared will be at the discretion and remain subject to approval of our Board of Directors each quarter after its review of our financial condition and other factors, including but not limited to our earnings, the prevailing charter market conditions, capital requirements, limitations under our debt agreements and applicable provisions of Marshall Islands law, which generally prohibits the payment of dividends other than from operating surplus or while a company is insolvent or would be rendered insolvent upon the payment of such dividend. Star Bulk’s dividend policy and declaration and payment of dividends may be changed at any time and are subject to available funds and our Board of Directors’ determination that each declaration and payment is at the time in the best interests of Star Bulk and its shareholders after its review of our financial performance. There can be no assurance that our Board of Directors will continue to declare or pay any dividend in the future.

Other Recent Developments

Please refer to Note 16 to our unaudited interim condensed consolidated financial statements included elsewhere herein for developments that took place after September 30, 2025.

Operating Results

Factors Affecting Our Results of Operations

____________________

 

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

Voyage Revenues

Voyage Expenses

Voyage expenses may include port and canal charges, agency fees, fuel (bunker) expenses and brokerage commissions payable to related and third parties. Bunker expenses, port and canal charges primarily increase in periods during which vessels are employed on voyage charters because these expenses are paid by the owners (whereas these expenses would otherwise be paid by the charterer under a time charter contract).

Charter-in Hire Expenses

Vessel Operating Expenses

Vessel operating expenses include crew wages and related costs, the cost of insurance and vessel registry, expenses relating to repairs and maintenance, the cost of spares and consumable stores, tonnage taxes, regulatory fees, maintenance expenses, lubricants and other miscellaneous expenses. Other factors beyond our control, some of which may affect the shipping industry in general, including for instance, developments relating to market prices for crew wages, lubricants and insurance, may also cause these expenses to increase.

 

Dry Docking Expenses

Dry docking expenses relate to regularly scheduled intermediate survey or special survey dry docking necessary to preserve the quality of our vessels as well as to comply with international shipping standards and environmental laws and regulations. Dry docking expenses can vary according to the size, age and general condition of the vessel, the location where the dry docking takes place, shipyard availability and the number of days the vessel is under dry dock. We utilize the direct expense method, under which we expense all dry docking costs as incurred.

Depreciation

Management Fees

Management fees include fees paid to third parties as well as related parties providing certain procurement services to our fleet.

General and Administrative Expenses

We incur general and administrative expenses, including our onshore personnel related expenses, directors’ and executives’ compensation, share based compensation, legal, consulting, audit and accounting expenses.

Other Operational Loss and Other Operational Gain

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

(Gain)/Loss on Forward Freight Agreements and Bunker Swaps, net

 

(Gain)/Loss on Sale of Vessels

Interest and Finance Costs

We incur interest expense and financing costs in connection with our outstanding indebtedness under our existing loan facilities (including sale and leaseback financing transactions). We also incur financing costs in connection with establishing those facilities, which are presented as a direct deduction from the carrying amount of the relevant debt liability, and amortize them to interest and financing costs over the term of the underlying obligation using the effective interest method.

Interest Income and Other Income/(Loss)

We earn interest income on our cash deposits with our lenders and other financial institutions. Other income/(loss) mainly consists of gains/(losses) from realized and unrealized foreign exchange differences.

Gain/(Loss) on Derivative Financial Instruments, net

We may enter into interest rate swap transactions to manage interest costs and risks associated with changing interest rates with respect to our variable interest loans and credit facilities. Interest rate swaps are recorded in the balance sheet as either assets or liabilities, measured at their fair value (Level 2), with changes in such fair value recognized in earnings under Gain/(Loss) on derivative financial instruments, net, unless specific hedge accounting criteria are met. When interest rate swaps are designated and qualify as cash flow hedges, the effective portion of the unrealized gains/losses from those swaps is recorded in Other Comprehensive Income/(Loss) while any ineffective portion is recorded under Gain/(loss) on derivative financial instruments, net.

Results of Operations

The nine-month period ended September 30, 2025 compared to the nine-month period ended September 30, 2024

Voyage revenues net of Voyage expenses: For the nine-month periods ended September 30, 2025 and 2024 voyage revenues were $741.9 million and $956.5 million, respectively, while voyage expenses totaled $158.9 million and $199.9 million, respectively. TCE Revenues (as defined above) for the nine-month period ended September 30, 2025 decreased to $537.7 million compared to $714.8 million for the corresponding period in 2024. The decrease in both Voyage revenues and TCE Revenues, despite the increase in the average number of vessels in our fleet to 146.5 from 141.3 during the relevant periods, was primarily attributable to the significant decline in charter rates. As a result, the TCE rate for the nine-month period ended September 30, 2025 decreased to $14,190 from $19,209 for the corresponding period in 2024. Please refer to the table above for the calculation of the TCE Revenues and TCE rate and their reconciliation with Voyage Revenues, which is the most directly comparable financial measure calculated and presented in accordance with U.S. GAAP.

Charter-in hire expenses: Charter-in hire expenses for the nine-month periods ended September 30, 2025 and 2024 were $48.6 million and $31.8 million, respectively. This increase is mainly attributable to the increase in charter-in days to 2,928 in the nine-month period ended September 30, 2025 from 1,793 in the corresponding period in 2024.

Vessel operating expenses: For the nine-month periods ended September 30, 2025 and 2024, vessel operating expenses were $203.7 million and $202.2 million, respectively. The increase in our operating expenses was primarily attributable to the increase in the average number of vessels in our fleet to 146.5 from 141.3 during the nine-month period ended September 30, 2025 compared to corresponding period in 2024.

Dry docking expenses: Dry docking expenses for the nine-month periods ended September 30, 2025 and 2024 were $73.8 million and $42.5 million, respectively. During the nine-month period ended September 30, 2025, 39 vessels completed their periodic dry-docking surveys, compared to 29 during the corresponding period in 2024. In addition, the dry docking of nine of our vessels was in progress as of September 30, 2025, further contributing to the overall increase of dry docking expenses.

Depreciation: Depreciation expense increased to $127.4 million for the nine-month period ended September 30, 2025 compared to $120.0 million for the corresponding period in 2024. The increase is driven by the increase in the average number of vessels in our fleet to 146.5 from 141.3 during the relevant periods.

General and administrative expenses and Management fees: General and administrative expenses for the nine-month periods ended September 30, 2025 and 2024 were $53.2 million and $51.8 million, respectively, which included the share-based compensation expense of $13.7 million and $13.3 million, respectively. Vessel management fees for the nine-month period ended September 30, 2025 increased to $17.4 million compared to $13.7 million for the corresponding period in 2024. The increase in both general and administrative expenses and management fees is mainly attributable to the increase in the average number of vessels in our fleet, as described above.

(Gain)/Loss on forward freight agreements and bunker swaps, net: For the nine-month period ended September 30, 2025, we incurred a net gain on FFAs and bunker swaps of $4.2 million, consisting of a realized gain of $3.3 million and unrealized gain of $0.9 million. For the nine-month period ended September 30, 2024, we incurred a net loss on FFAs and bunker swaps of $4.2 million, consisting of realized loss of $10.0 million and an unrealized gain of $5.8 million.

Other operational gain: Other operational gain for the nine-month period ended September 30, 2025, amounted to $14.7 million, mainly consisting of $2.3 million insurance proceeds pursuant to war risk insurance policy in connection with the prolonged detainment of one of our vessels in Ukraine in 2022, $9.2 million related to the write-off of previously recorded accruals and liabilities that the Company no longer expects to require settlement and $3.2 million derived from various insurance claims. Other operational gain for the nine-month period ended September 30, 2024 amounted to $4.4 million and primarily derived from various insurance claims.

(Gain)/Loss on sale of vessels: Our results for the nine-month period ended September 30, 2025, include an aggregate net loss of $14.0 million which resulted from the sale of vessels during the period, as discussed under the section “Our Fleet” above. For the nine-month period ended September 30, 2024, a net gain of $32.0 million resulted from the completion of the sale of certain vessels.

Interest and finance costs net of interest income and other income/(loss): Interest and finance costs net of interest income and other income/(loss) for the nine-month periods ended September 30, 2025 and 2024 were $41.4 million and $56.1 million, respectively. The driving factor for this decrease was the significant decrease in our weighted average outstanding indebtedness, along with a lower weighted average interest rate in the nine-month period ended September 30, 2025 compared to the nine-month period ended September 30, 2024, which was partially offset by the decrease in swap interest income since during the second and third quarter of 2025 we had no interest rate swaps designated as cash flow hedges.

Cash Flows

Net cash provided by operating activities for the nine-month periods ended September 30, 2025 and 2024 was $194.8 million and $394.9 million, respectively. The decrease was primarily driven by increased expenses resulting from the increase in the average number of vessels in our fleet to 146.5 from 141.3 and increased drydocking activity during the recent period, partially offset by lower interest and finance costs during the nine-month period ended September 30, 2025 compared to the corresponding period in 2024, as well as lower TCE Revenues recognized during the nine-month period ended September 30, 2025 due to lower charter rates resulting from weaker market conditions prevailing compared to the corresponding period in 2024.

Net cash provided by investing activities for the nine-month periods ended September 30, 2025 and 2024 was $127.0 million and $313.6 million, respectively. The decrease was mainly attributable to lower proceeds from vessel sales by $112.0 million in the nine-month period ended September 30, 2025 compared to the corresponding period in 2024 and to $104.3 million of cash acquired in connection with the Eagle Merger during the nine-month period ended September 30, 2024. This decrease was partially offset by $21.9 million less cash paid during the nine-month period ended September 30, 2025, for advances for vessels under construction and vessel upgrades, as well as by a $8.7 million increase in hull and machinery insurance proceeds received during the nine-month period ended September 30, 2025 compared to the corresponding period in 2024.

Net cash used in financing activities for the nine-month periods ended September 30, 2025 and 2024 was $305.5 million and $497.7 million, respectively. The decrease was primarily driven by a $61.2 million decrease in net debt outflows and a $184.4 decrease in the aggregate amount of dividends paid during the nine-month period ended September 30, 2025 compared to the corresponding period of 2024, partially offset by an increased outflow of $56.2 million used for share repurchases during the nine-month period ended September 30, 2025 compared to the corresponding period of 2024.

Significant Accounting Policies and Critical Accounting Estimates

For a description of all our significant accounting policies and our critical accounting estimates, see Note 2 to our audited financial statements and “Item 5. Operating and Financial Review and Prospects,” included in our 2024 Annual Report, as supplemented by Note 2 of the unaudited interim condensed consolidated financial statements included elsewhere herein. There have been no material changes from the “Critical Accounting Estimates” previously disclosed in our 2024 Annual Report.

Unaudited Consolidated Balance Sheets as of December 31, 2024 and September 30, 2025	F-2
Unaudited Interim Condensed Consolidated Income Statements for the nine-month periods ended September 30, 2024 and 2025	F-3
Unaudited Interim Condensed Consolidated Statements of Comprehensive Income/(Loss) for the nine-month periods ended September 30, 2024 and 2025	F-4
Unaudited Interim Condensed Consolidated Statements of Shareholders’ Equity for the nine-month periods ended September 30, 2024 and 2025	F-5
Unaudited Interim Condensed Consolidated Statements of Cash Flows for the nine-month periods ended September 30, 2024 and 2025	F-6
Notes to Unaudited Interim Condensed Consolidated Financial Statements	F-7

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

		Nine months ended
		September 30, 2024
Pro forma voyage revenues		$	1,059,940
Pro forma operating income			306,708
Pro forma net income			246,732
Pro forma income per share, basic			2.17
Pro forma income per share, diluted		$	2.13

3.          Transactions with related parties - continued: As of September 30, 2025, the total aggregate remaining contracted price, including scrubber installation costs, for the five vessels under construction was $152,477, payable in periodic installments up to their deliveries, of which $130,425 is payable during the next twelve months ending September 30, 2026, and the remaining $22,052 is payable until their expected delivery from the shipyard in October 2026.

8.          Long-term bank loans & Revolving facilities - continued: 8.          Long-term bank loans & Revolving facilities - continued: 8.          Long-term bank loans & Revolving facilities - continued: The amounts of “Interest and finance costs” included in the unaudited interim condensed consolidated income statements are analyzed as follows:

(1)

The amounts represent the minimum contractual charter revenues to be generated from the existing, as of September 30, 2025, non-cancellable time charter agreements, until their expiration, net of address commission, assuming no off-hire 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 September 30, 2025 and ii) the remaining minimum duration of each non-cancellable time charter agreement.

(1)

The amounts represent the Company’s commitments under the existing, as of September 30, 2025, time charter-in arrangements for third party vessels other than those described in Note 6.

(2)

The amounts represent the Company’s commitments as of September 30, 2025 for installation of BWTS upgrades and ESD on its vessels to comply with environmental regulations.

12.          Commitments and Contingencies - continued: The following table summarizes the valuation of the Company’s financial instruments as of December 31, 2024 and September 30, 2025, based on Level 1 quoted market prices in active markets.
15.          Voyage revenues - continued:

a)

On October 21, 2025, the Company prepaid $6,935 corresponding to the outstanding loan amount of the vessel Star Wave under the CEXIM $57,564 Facility.

b)

On October 21, 2025 and October 31, 2025, the vessels Star Runner and Star Sandpiper were delivered to their new owners, respectively.

c)

In November 2025, the Company entered into a committed term sheet with DNB Bank ASA for a loan facility of up to $100,000 (the “New DNB $100,000 Facility”). The facility amount will be used to refinance the outstanding amount under the existing DNB $100,000 Facility as well as to replenish cash used to prepay the DNB $107,500 Facility (Note 8) and the outstanding loan amount of the vessel Star Wave, as described above. The New DNB $100,000 Facility will mature 5 years after the drawdown and will be secured by first priority mortgages on 13 vessels.

d)

On October 31, 2025, the Company entered into three novation and amendment agreements with Hengli Shipbuilding (Singapore) Pte. Ltd. and Hengli Shipbuilding (Dalian) Co. Ltd. for the acquisition of three 82,000 dwt Kamsarmax newbuilding vessels that are currently under construction. The three vessels are scheduled to be delivered within the three-month period ending September 30, 2026.